Frp Holdings, Inc 10-K for FY2024
Frp Holdings, Inc. (FRPH)
10-K
2025-03-18
For: 2024-12-31
View Original
Added on
April 12, 2026
About this 10-K
Frp Holdings, Inc filed this 10-K on March 18, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $41.77M
- up 0.6% from $41.51M a year earlier
- Net income
- $6.39M
- up 20.4% from net income of $5.3M a year earlier
- Diluted EPS
- $0.34
- up 21.4% from $0.28 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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| (Mark One) | |||||
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended | ||||||||
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
Commission File Number: 001-36769
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(Exact name of registrant as specified in its charter)
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| FLORIDA | ||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Symbol | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [_] No [X]
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 [_]
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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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [_] | Accelerated filer [_] | |||||||
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [_]
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [_]
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). [_]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [_] No [X]
The number of shares of the registrant’s common stock outstanding as of March 17, 2025 was 19,087,334 . The aggregate market value of the shares of Common Stock held by non-affiliates of the registrant as of June 28, 2024, the last day of business of our most recently completed second fiscal quarter, was $415,362,228 . Solely for purposes of this calculation, the registrant has assumed that all directors, officers and ten percent (10%) shareholders of the Company are affiliates of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the FRP Holdings, Inc. 2024 Annual Report to Shareholders are incorporated by reference in Parts I and II.
Portions of the FRP Holdings, Inc. Proxy Statement which will be filed with the Securities and Exchange Commission not later than March 31, 2025 are incorporated by reference in Part III.
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FRP HOLDINGS, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
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Preliminary Note Regarding Forward-Looking Statements.
Certain matters discussed in the report contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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-K and other factors that might cause differences, some of which could be material, include, but are not limited to: 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 MidAtlantic and Florida; multifamily demand in Washington D.C., 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.
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PART I
Item 1. BUSINESS.
FRP Holdings, Inc., a Florida corporation (the “Company”) was incorporated on April 22, 2014 in connection with a corporate reorganization that preceded the Spin-off of Patriot Transportation Holding, Inc. The Company’s predecessor issuer was formed on July 20, 1988. The business of the Company is conducted through our wholly-owned subsidiaries FRP Development Corp., a Maryland corporation, and Florida Rock Properties, Inc., a Florida corporation, and the various subsidiaries and joint ventures of each.
Our Business. The Company is a holding company engaged in various real estate businesses. Our business segments are: (i) leasing and management of industrial and commercial properties (the “Industrial and Commercial Segment”), (ii) leasing and management of mining royalty land owned by the Company (the “Mining Royalty Lands Segment”), (iii) real property acquisition, entitlement, development and construction primarily for multifamily, industrial and commercial, or residential either alone or through joint ventures (the “Development Segment”), (iv) ownership, leasing and management of apartment buildings through joint ventures (the “Multifamily Segment”).
The Industrial and Commercial Segment owns, leases and manages in-service commercial properties wholly owned by the Company or through joint ventures. Currently this includes eight warehouses in two business parks, an office building partially occupied by the Company, and two ground leases.
Our Mining Royalty Lands Segment owns several properties totaling approximately 16,648 acres currently under lease for mining rents or royalties and an additional 4,280 acres through our Brooksville joint venture with Vulcan Materials. Other than one location in Virginia, all of our mining properties are located in Florida and Georgia.
Our Development Segment owns and continuously monitors the highest and best use of parcels of land that are in various stages of development. The overall strategy for this segment is to convert all of our non-income producing property into income-producing property through (i) an orderly process of constructing new apartment, retail, warehouse, and office buildings to be operated by the Company or (ii) a sale to, or joint venture with, third parties. Additionally, our Development Segment will acquire land outright or form joint ventures for new developments on land not previously owned by the Company.
The Multifamily Segment includes joint ventures which own, lease and manage buildings that have met our initial lease-up criteria. We intend to transfer additional joint ventures from our Development Segment into this segment as they reach stabilization. Stabilization occurs when a minimum occupancy threshold has been achieved for a certain period of time.
Competition. As a developer, we compete with numerous developers, owners and operators of real estate, many of whom own properties similar to ours in the same submarkets in which our properties are located. Price, location, rental space availability, flexibility of design and property management services are the major factors that affect competition.
Customers. In the Mining Royalty Lands Segment, we have a total of five tenants currently leasing our mining locations, one of which, the Vulcan Materials Company (“Vulcan” or “Vulcan Materials”), accounted for 23% of the Company’s consolidated revenues in 2024. An event affecting Vulcan’s ability to perform under its lease agreements could materially impact the Company’s results.
Sales and Marketing. We use national brokerage firms to assist us in marketing our vacant properties. Our hands-on in-house management team focuses on tenant satisfaction during the life of the lease. We employ this tactic because of its positive impact on our tenant renewal success rate over the years.
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Financial Information. Financial information is discussed by industry segment in Note 10 to the consolidated financial statements included in the accompanying 2024 Annual Report to Shareholders, which is incorporated herein by reference.
Environmental Matters. The Company incurs costs from time to time to investigate and remediate environmental contamination on its real estate, typically in connection with our Development Segment. The Company's mining leases contain provisions under which the lessee is responsible for environmental liabilities and reclamation of mining sites at least to the extent required by law.
Human Capital. The Company employed 19 people at December 31, 2024. Our small but dedicated workforce has extraordinarily low turnover, and the average tenure of our employee is 15.5 years. We are committed to an inclusive and diverse culture and do not tolerate any sort of discrimination. We maintain a whistleblower hotline allowing employees to report complaints on an anonymous basis.
Company Website. The Company’s website may be accessed at www.frpdev.com. All of our filings with the Securities and Exchange Commission are accessible through our website promptly after filing. This includes annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports filed or furnished on Form 8-K and all related amendments.
Item 1A. RISK FACTORS.
Our future results may be affected by a number of factors over which we have little or no control. The following issues, uncertainties, and risks, among others, should be considered in evaluating our business and outlook. Also, note that additional risks not currently identified or known to us could also negatively impact our business or financial results.
Risks Relating to our Business
A decline in the economic conditions in Baltimore and Washington, D.C. markets could adversely affect our business.
The majority of our stabilized properties are located in the Baltimore area and Washington, D.C. We are, therefore, subject to increased exposure to (positive or negative) economic factors and other competitive factors specific to markets in confined geographic areas. Our operations may also be affected if too many competing properties are built in these markets. An economic downturn in these markets resulting from factors outside of our control could adversely affect our operation. Such a downturn could be triggered by such factors as the downsizing or relocation of government jobs, crime, acts of terrorism, or natural disasters. We cannot be sure that these markets will continue to grow or demand the type of assets in our portfolio.
The Trump administration has created an initiative known as the Department of Governmental Efficiency focused on reducing government expenditures. The initiative is expected to lead to a reduction of a significant number of government jobs in the Washington, D.C. region; however, the potential impact of this initiative on the demand for our residential properties in the region cannot be determined at this time.
We conduct a significant portion of our operations through joint ventures, which may lead to disagreements with our joint venture partners and adversely affect our interests in the joint ventures.
We currently are a party to several joint ventures and we may enter into additional joint ventures in the future. In each of our existing joint ventures, the consent of our joint venture partner is required to take certain actions, and in some cases will share equal voting control. Our joint venture partners, as well as future partners, may have interests that are different from ours which may result in conflicting views as to the conduct of the joint ventures. In the event that we have a disagreement with a joint venture partner as to the resolution of a particular issue to come before the joint venture, or as to the conduct or management of the joint venture generally, we
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may not be able to resolve such disagreement in our favor and such a disagreement could have a material adverse effect on our interest in the joint venture or on the business of the joint venture generally.
Our business may be adversely affected by seasonal factors and harsh weather conditions.
The Mining Royalty Lands Segment and the Development Segment could be adversely affected by reduced construction and mining activity during periods of inclement weather. These factors could cause our operating results to fluctuate from quarter to quarter. An occurrence of unusually harsh or long-lasting inclement weather such as hurricanes, tornadoes, excessive rainfall, and heavy snowfalls could have an adverse effect on our operations and profitability.
Our business could be negatively impacted by cyberattacks targeting our computer and telecommunications systems and infrastructure, or targeting those of our third-party service providers.
Our business, like other companies in our industry, has become increasingly dependent on digital technologies, including technologies that are managed by third-party service providers on whom we rely to help us collect, host or process information. Such technologies are integrated into our business operations. Use of the internet and other public networks for communications, services, and storage, including "cloud" computing, exposes all users (including our business) to cybersecurity risks.
While we and our third-party service providers commit resources to the design, implementation, and monitoring of our information systems, there is no guarantee that our security measures will provide absolute security. Despite these security measures, we may not be able to anticipate, detect, or prevent cyberattacks, particularly because the methodologies used by attackers change frequently or may not be recognized until launched, and because attackers are increasingly using techniques designed to circumvent controls and avoid detection. We and our third-party service providers may therefore be vulnerable to security events that are beyond our control, and we may be the target of cyber-attacks, as well as physical attacks, which could result in information security breaches and significant disruption to our business.
Our revenues depend in part on construction sector activity, which tends to be cyclical.
Our Mining Royalty Lands Segment revenues are derived from royalties on construction aggregates mined on our properties. Thus, our results depend in part on residential, commercial and infrastructure construction activity and spending levels. The construction industry in our markets tends to be cyclical. Construction activity and spending levels vary across our markets and are influenced by interest rates, inflation, consumer spending habits, demographic shifts, environmental laws and regulations, employment levels and the availability of funds for public infrastructure projects. Economic downturns may lead to recessions in the construction industry, either in individual markets or nationally.
Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.
Liability for environmental contamination on real property owned by the Company may include the following costs, without limitation: investigation and feasibility study costs, remediation costs, litigation costs, oversight costs, monitoring costs, institutional control costs, penalties from state and federal agencies and third-party claims. These costs could be substantial and in extreme cases could exceed the value of the contaminated property. Moreover, on-site operations may be suspended until certain environmental contamination is remediated and/or permits are received, and governmental agencies can impose permanent restrictions on the manner in which a property may be used depending on the extent and nature of the contamination. This may result in a breach of the terms of the lease entered into with our tenants. Governmental agencies also may create liens on contaminated sites for damages it incurred to address such contamination. In addition, the presence of hazardous substances at, on, under or from a property may adversely affect our ability to sell the property or borrow funds using the property as collateral, thus harming our financial condition.
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The presence of contaminated material at our Riverfront on the Anacostia development site will subject us to substantial environmental liability and costs as construction proceeds.
With respect to Phases III and IV of the Riverfront on the Anacostia site in Washington, D.C., preliminary environmental testing has indicated the presence of contaminated material that will have to be specially handled in excavation in conjunction with construction. We have recovered partial reimbursement for these costs from neighboring property owners reducing our basis in the property. The Company has no obligation to remediate this contamination on Phases III and IV of the development until such time as it makes a commitment to commence construction on each phase. Upon development the remediation costs will be capitalized.
The geographic concentration of our properties makes our business more vulnerable to severe weather conditions, natural disasters and climate change.
Climate change presents an array of risks to real estate companies due to sea level rise, flooding, extreme weather, stronger storms and human migration. A significant number of our properties are located in areas that are susceptible to hurricanes, tropical storms, flooding, sea level rise and other natural disasters. We have accounted for the risk of flooding and sea level rise in the design of our Riverfront on the Anacostia development. Future developments, including potential “second life” uses of our mining properties, could be impacted by these factors and the impacts that they have on human behavior. Weather conditions could disrupt the business of our tenants, which may affect the ability of some tenants to pay rent and/or their willingness to remain in or move to affected areas. [Additionally, the cost of insurance associated with our properties has increased, and future weather conditions may cause premiums to increase in the future.]
Uninsured losses could significantly reduce our earnings.
We self-insure for claims exposure outside of our coverage resulting from property damage, workers’ compensation, auto liability, general liability and employees’ health insurance. We also are responsible for our legal expenses relating to such claims. We maintain insurance above the amounts for which we self-insure with licensed insurance carriers. Although we believe the aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed our aggregate coverage limits. Additionally, there are certain losses, such as losses from hurricanes, terrorism, wars or earthquakes, where insurance is limited or not economically justifiable. If the Company experiences an uninsured loss of real property, we could lose both the invested capital and anticipated revenues associated with such property. We accrue currently for estimated incurred losses and expenses and periodically evaluate and adjust our claims’ accrued liability to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses greater than accrued amounts.
We may be unable to renew leases or re-lease properties as leases expire.
When a lease expires, a tenant may elect not to renew it. If that occurs, we may not be able to lease the property on similar terms. The terms of renewal or re-lease (including the cost of required renovations and concessions to tenants) may be less favorable than the prior lease. If we are unable to lease all or substantially all of our properties, or if the rental rates upon such re-leasing are significantly lower than expected rates, our cash generated may be adversely affected.
We may be unable to lease currently vacant properties.
If we are unable to obtain leases sufficient to cover carrying costs, then our cash flows may be adversely affected.
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The bankruptcy or insolvency of significant tenants with long-term leases may adversely affect income produced by our properties.
Should tenants default on their obligations, our cash flow would be adversely affected, and we may not be able to find another tenant to occupy the space under similar terms or may have to make expenditures to retrofit or divide the space. Additionally, we may have to incur a non-cash expense for a significant amount of deferred rent revenue generated from the accounting requirement to straight-line rental revenues. The bankruptcy or insolvency of a major tenant may also adversely affect the income produced by a property. If any of our tenants become a debtor in a case under the U.S. Bankruptcy Code, we cannot evict that tenant solely because of its bankruptcy. The bankruptcy court may authorize the tenant to reject and terminate its lease with the Company. Our claim against such a tenant for unpaid future rent would be subject to a statutory limitation that may be substantially less than the remaining rent actually owed to us under the tenant’s lease. Any shortfall in rent payments could adversely affect our cash flow.
Our inability to obtain necessary approvals for property development could adversely affect our profitability.
We may be unable to obtain, or incur delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in increased costs or abandonment of certain projects. Before we can develop a property, we must obtain a variety of approvals from local and state governments with respect to such matters as zoning, density, parking, subdivision, site planning and environmental issues. Legislation could impose moratoriums on new real estate development or land-use conversions from mining to development. These factors may reduce our profit or growth and may limit the value of these properties.
Real estate investments are not as liquid as other types of assets.
The illiquid nature of real estate investments may limit our ability to react promptly to changes in economic or other conditions. In addition, significant expenditures associated with real estate investments, such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investments. Thus, the illiquid nature of our real estate investments could adversely affect our profitability under certain economic conditions.
Our debt service obligations may have adverse consequences on our business operations.
We use debt to finance our operations, including acquisitions of properties. As of December 31, 2024, we had outstanding non-recourse mortgage indebtedness of $180,070,000, secured by developed real estate properties having a carrying value of $239,436,000. Our use of debt may have adverse consequences, including the following:
•Our cash flows from operations may not be sufficient to meet required payments of principal and interest.
•We may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt.
•We may default on our debt obligations, and the lenders may foreclose on our properties that collateralize those loans.
•A foreclosure on one of our properties could create taxable income without any accompanying cash proceeds to pay the tax.
•We may not be able to refinance or extend our existing debt.
•The terms of any refinancing or extension may not be as favorable as the terms of our existing debt.
•We may not be able to issue debt on unencumbered properties under reasonable terms to finance growth of our portfolio of properties.
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•We may be subject to a significant increase in the variable interest rates on our unsecured and secured lines of credit, which could adversely impact our operations.
•Our debt agreements have yield maintenance requirements that result in a penalty if we prepay loans.
Our uncollateralized revolving credit agreement restricts our ability to engage in some business activities.
Our uncollateralized revolving credit agreement contains customary negative covenants and other financial and operating covenants that, among other things:
•limits our ability to incur certain additional indebtedness;
•limits our ability to make certain investments;
•limits our ability to merge with another company;
•limits our ability to pay dividends;
•requires us to maintain financial coverage ratios; and
•limits our ability to encumber certain assets except as approved by the lenders.
We face competition from numerous sources.
As a developer of apartments, retail, flexible warehouse and office space, we compete with numerous developers, owners and operators of real estate, many of whom own properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose potential tenants and we may be pressured to reduce our rental rates to an amount lower than we currently charge in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, results of operations, cash flow and ability to satisfy our debt service obligations could be materially adversely affected.
Construction costs may be higher than anticipated.
Our long-term business plan includes a number of construction projects. The construction costs of these projects may exceed original estimates and possibly make the completion of a property uneconomical. The imposition of tariffs on foreign building materials such as lumber, building material commodity shortages, supply chain disruptions, construction delays or stoppages or rapidly escalating construction costs may out-pace market rents, which would adversely affect our profits. The market environment may not allow us to raise rents to cover these higher costs.
Risks Relating to our Common Stock
Certain shareholders have effective control of a significant percentage of FRP's common stock and would have significant influence on the outcome of any shareholder vote.
As of December 31, 2024, our Executive Chairman, John D. Baker II beneficially owned approximately 17.5% of the outstanding shares of our common stock (77% of which are held in trusts under which voting power is shared with other family members) and members of his family who are (i) officers or directors of the Company, (ii) required to report their beneficial ownership on Schedule 13D or Schedule 13G, or (iii) are members of his immediate family beneficially own, collectively, an additional 17.8% of the outstanding shares of our common stock. As a result, these individuals effectively may have the ability to direct the election of all members of our board of directors and to exercise a controlling influence over its business and affairs, including any determinations with respect to mergers or other business combinations involving the Company, its acquisition or disposition of assets, its borrowing of monies, its issuance of any additional securities, its repurchase of common stock and its payment of dividends.
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Provisions in our articles of incorporation and bylaws and certain provisions of Florida law could delay or prevent a change in control of FRP.
The existence of some provisions of our articles of incorporation and bylaws and Florida law could discourage, delay or prevent a change in control of FRP that a shareholder may consider favorable. These include provisions:
•providing that directors may be removed by our shareholders only for cause;
•authorizing a large number of shares of stock that are not yet issued, which would allow FRP’s board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the stock ownership of persons seeking to obtain control of FRP;
•requiring the written demand of 50% of all votes entitled to be cast on a particular issue in order for shareholders to call a special meeting;
•prohibiting shareholders from taking action by written consent; and
•imposing advance notice requirements for nominations of candidates for election to our board of directors at the annual shareholder meetings.
These provisions apply even if a takeover offer may be considered beneficial by some shareholders.
FRP may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock.
Our articles of incorporation authorize us to issue, without the approval of our shareholders, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other rights, and such qualifications, limitations or restrictions as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of FRP's common stock. For example, FRP could grant holders of preferred stock the right to elect some number of its directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences FRP could assign to holders of preferred stock could affect the residual value of the common stock.
Institutional investor focus on environmental, social and governance issues may impact our stock price.
Many large institutional investors focus on sustainability in managing investment risks, portfolio design and dealing with companies in which they invest. This focus extends to climate change and the plan for transitioning to a net-zero economy, diversity and inclusion and other human resource matters, and social and governance issues and corporate social responsibility. Many of these issues lie at the heart of what the Company considers to be best practices, but a failure to adequately demonstrate our commitment to them might dissuade institutional investors from holding our stock, which would result in downward pressure on our stock price.
Item 1B. UNRESOLVED STAFF COMMENTS.
None.
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Item 1C. CYBERSECURITY.
Management is responsible for identifying, assessing, and managing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures, maintaining our business continuity plans, IT security policies and procedures, and providing regular reports to our board of directors , including through the Audit Committee. Our IT consultant monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of software tools, and regularly reports to management.
Item 2. PROPERTIES.
The Company owns (predominately in fee simple but also through ownership of interests in joint ventures) approximately 21,500 acres of land in Florida, Georgia, Maryland, Virginia, South Carolina, and the District of Columbia. This land is held by the Company in four distinct segments: (i) Industrial and Commercial Segment (land owned and operated as income producing rental properties), (ii) Mining Royalty Lands Segment (land owned and leased to mining companies for royalties or rents), (iii) Development Segment (land owned and held for investment to be further developed for future income production or sales to third parties), and (iv) Multifamily Segment (ownership, leasing and management of apartment buildings through joint ventures).
Industrial and Commercial Segment. As of December 31, 2024, the Industrial and Commercial Segment includes nine buildings at four commercial properties owned by the Company in fee simple as follows:
1)34 Loveton Circle in suburban Baltimore County, MD consists of one office building totaling 33,708 square feet which is 90.8% occupied (16% of the space is occupied by the Company for use as our Baltimore headquarters). The property is subject to commercial leases with various tenants.
2)155 E. 21st Street in Duval County, FL was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018.
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3)Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 92.1% leased and occupied. The property is subject to commercial leases with various tenants.
4)Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased and 100.0% occupied
Mining Royalty Lands Segment.
Introduction.
Pursuant to amendments to Regulation S-K of the Securities Act of 1933 (“Regulation S-K”) adopted by the Securities and Exchange Commission in 2018, effective for fiscal years beginning on or after January 1, 2021, registrants with material mining operations must disclose certain information in their Securities and Exchange Act filings concerning mineral resources and mineral reserves, in accordance with to Subpart 1300 of Regulation S-K. This section of Item 2 provides summary information about our overall portfolio of mining royalty properties.
Our mining leases do not require tenants to furnish technical report summaries that meet the requirements of Rule 1302, and the Company does not otherwise have access to the technical data required to determine precise amounts of each class of mineral resource or probable or proven resources. In accordance with Rule 1303(a)(3), the Company is providing all required information in its possession or which it can obtain without incurring an unreasonable burden or expense.
The Company periodically engages consultants to examine remaining sand and stone deposit estimates and geological studies conducted by tenants and their industry professionals.
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Locations. The following map presents the locations of the Company’s mining properties, which are discussed as a segment (as reported in the Company’s financial statements) below:
Mining Properties. The Company owns a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 16,648 total acres. The Company’s quarries are subject to mining leases with Vulcan Materials, Martin Marietta, Cemex, Argos, and The Concrete Company. Aggregates consist of crushed stone, sand, gravel, fill dirt, limestone and calcium and are used primarily in construction applications.
Nine of the Company’s quarries (located in Grandin, FL, Fort Myers, FL, Keuka, FL, Newberry, FL, Astatula, FL, Columbus, GA, Macon, GA, Tyrone, GA, and Manassas, VA; totaling 13,870 acres) are currently being mined, and five of the Company’s quarries (located in Marion County, FL, Lake Louisa, FL, Astatula, FL, Lake Sand, FL and Forest Park, GA; totaling 2,778 acres) are leased but are not currently being mined. Our typical mining lease requires the tenant to pay the Company a royalty based on the number of tons of mined materials sold from our mining property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. In certain locations, typically where the sand and stone deposits on the property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount. In the fiscal years ended December 31, 2024, 2023 and 2022, aggregate tons sold with respect to the Company’s mining properties were approximately 9,351,000, 9,569,000 and 9,525,000, respectively.
Brooksville Joint Venture. Additionally, through a joint venture with Vulcan Materials, the Company owns a 50% interest in 4,280 acres of mixed-use property in Brooksville, Florida, a portion of which comprises a ground calcium mine that is mined by Vulcan Materials. The Company entered into the joint venture in 2006 for the purpose of jointly owning and developing the land as a mixed-use community. In April 2011, the Florida
14
Department of Community Affairs issued its final order approving the development of the project consisting of 5,800 residential dwelling units and over 600,000 square feet of commercial and 850,000 square feet of light industrial uses. Zoning for the project was approved by the County in August 2012. Vulcan Materials still mines on the property and the Company receives 100% of the royalty on all tons sold at the Brooksville property. In the fiscal years ended December 31, 2024, 2023, and 2022, aggregate tons sold were approximately 203,000, 239,000 and 228,000, respectively.
Other Properties. The Company also owns an additional 36 acres of investment property in Brooksville, Florida.
Development Segment – Industrial and Commercial Land.
At December 31, 2024, this segment owned the following future development parcels:
1)54 acres of land that will be capable of supporting 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park).
2)17 acres of land in Harford County, MD with a 258,000 square foot speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter of 2025.
3)170 acres of land located at 765 Mechanics Valley Road in Cecil County, MD that can accommodate 900,000 square feet of industrial development.
Development Segment – Land Held for Development or Sale.
At December 31, 2024, this segment was invested in the following development parcels:
1)Riverfront on the Anacostia: The Riverfront on the Anacostia property is a 5.8-acre parcel of real estate in Washington, D.C. that fronts the Anacostia River and is adjacent to the Washington Nationals Baseball Park. A revised Planned Unit Development (PUD) plan was approved in 2012 and permitted the Company to develop, in four phases, a four-building, mixed-use project, containing approximately 1,161,050 square feet. The approved development includes numerous publicly accessible open spaces and a waterfront esplanade along the Anacostia River. The first phase (now known as Dock 79), was completed through a joint venture with MRP Realty (MRP), and consisted of a single building with residential and retail uses. Upon stabilization in July 2017, this building was the first in our fourth business segment now known as the Multifamily Segment. The second phase (The Maren), also completed through a joint venture with MRP, consists of a single building with residential and retail uses, and was added to the Multifamily Segment effective March 31, 2021. The final two phases, Phase 3 and Phase 4 remain under a first-stage PUD approval expiring April 5, 2025, permitting 599,545 square feet of hotel and office development with first floor retail. FRP is in the process of modifying, amending, and extending the existing PUD to allow for residential development with first floor retail.
2)Hampstead Trade Center: The Hampstead Trade Center property in Carroll County, MD is a 118-acre parcel located adjacent to the State Route 30 bypass. The parcel was previously zoned for industrial use, but our request for rezoning for residential use was approved in December 2018. Management believes this to be a higher and better use of the property. We are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”.
3)Square 664E: The Company’s Square 664E property is approximately two acres situated on the Anacostia River at the base of South Capitol Street less than half a mile down river from our Riverfront on the Anacostia property and adjacent to our Verge project. This property is currently under lease to Vulcan Materials for use as a concrete batch plant through 2026. In March 2017, reconstruction of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development.
4)Windlass Run: In March 2016, the Company entered into an agreement with St. Johns Properties Inc., a Baltimore development company, to jointly develop the remaining lands of our Windlass Run Business
15
Park, located in Middle River, MD, into a multi-building business park consisting of approximately 329,000 square feet of single-story office and retail space. The project will take place in several phases. Construction of the first phase, which includes two office buildings and two retail buildings totaling 100,030-square-feet (inclusive of 27,950 retail), commenced in the fourth quarter of 2017 and was completed in January 2019. At December 31, 2024 Phase I was 78.6% leased and occupied, the subsequent phases will follow as each phase is stabilized. In 2024, the partnership agreed to spend up to $1.0 million dollars to amend and modify 218,620 square feet of office and retail development for 153 for rent residential units, up to four (4) one-acre retail lots for ground lease opportunities, and maintain the flexibility to construct a single-story office building totaling 21,760 square feet.
5)Estero: In August 2022, the Company invested $3.6 million for a minority interest in a joint venture with Woodfield Development to purchase and develop 46 acres in Estero, FL into a mixed-use project with 596 multifamily units, 60,000 square feet of commercial space, 20,000 square feet of office space and a boutique 170-key hotel. While the joint venture attempts to rezone the property, the Company will receive a preferred return of 8% with an option to roll its investment into equity in the vertical development or exit at that point. Vertical construction is expected to commence in 2025.
6)Buzzard Point: In November 2022, the Company entered into a contribution agreement with MRP and Steuart Investment Company (SIC) regarding potential development of an estimated 1,200 multifamily units in four phases on land owned by SIC. The Company entered into a separate agreement with MRP to perform pre-development obligations for the contribution agreement. The Company owns 50% of the partnership with MRP.
7)Woven: In August 2023, the Company entered into an agreement with Woodfield Development for the acquisition and development of a mixed-use project known as “Woven” in Greenville, SC, to consist of an estimated 214 multifamily units and 10,000 square feet of retail space. The joint venture is in the pre-development and pre-closing phase in pursuit of vertical construction closing conditions. The Company owns 50% at this time with final ownership to be determined based upon contributions by the partners, land contributors, and other investors. Vertical construction is expected to commence in 2025.
8)Altman: We entered into two new joint venture agreements in early 2024 with Altman Logistics Properties (formerly doing business as BBX Logistics). The first joint venture is a 200,000 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a 182,000 square-foot warehouse redevelopment project in Broward County, FL. We anticipate construction to start on both projects in the second quarter of 2025.
Multifamily Segment.
At December 31, 2024, this segment was invested in the following stabilized multifamily joint ventures:
1)Dock 79: Dock 79 (Phase I of the Riverfront on the Anacostia development) is a 305-unit residential apartment building with approximately 14,430 square feet of first floor retail space. The property is situated on approximately 2.1 acres of land located on Potomac Avenue in Washington, DC, across the street from the Nationals Park.
2)The Maren: The Maren (Phase II of the Riverfront on the Anacostia development) is a 264-unit residential apartment building with 6,811 square feet of retail space located on Potomac Avenue in Washington, DC, across the street from the Nationals Park
3)Riverside: Riverside Joint Venture in Greenville, SC is a joint venture with Woodfield Development which includes a 200-unit residential apartment building. The property is located in an Opportunity Zone, which provides tax benefits in the new communities development program as established by Congress in the Tax Cuts and Jobs Act of 2017.
16
4)Bryant Street: On December 24, 2018 the Company and MRP Realty formed four partnerships to purchase and develop approximately five acres of land at 500 Rhode Island Ave NE, Washington, D.C. The property is located in an Opportunity Zone, which provides tax benefits in the new communities development program as established by Congress in the Tax Cuts and Jobs Act of 2017. Construction was completed in 2021 on this mixed-use development consisting of 487 residential units and 91,520 square feet of first floor and stand-alone retail space.
5)408 Jackson: In December 2019, the Company entered into a joint venture with Woodfield Development for the acquisition and development of a mixed-use project known as “.408 Jackson” in Greenville, SC. Woodfield specializes in Class-A multifamily, mixed-use developments primarily in the Carolinas and DC. The project is located in an Opportunity Zone across the street from Greenville’s minor league baseball stadium and consists of 227 multifamily units and 4,539 square feet of retail space.
6)The Verge: On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located in an Opportunity Zone at 1800 Half Street, Washington, D.C. This property is located in the Buzzard Point area of Washington, DC, less than half a mile downriver from Dock 79 and The Maren. It lies directly between Audi Field, the home stadium of the DC United and our two acres (664E) on the Anacostia river currently under lease by Vulcan. The eleven-story structure has 344 apartments and 8,536 square feet of ground floor retail and is located in an Opportunity Zone.
Item 3. LEGAL PROCEEDINGS.
None.
Item 4. MINE SAFETY DISCLOSURES.
None.
17
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
There were approximately 286 holders of record of FRP Holdings, Inc. common stock, $.10 par value, as of December 31, 2024. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers and other financial institutions. The Company's common stock is traded on the Nasdaq Stock Market (Symbol FRPH).
Price Range of Common Stock. Information concerning stock prices is included under the caption "Quarterly Results" on page 9 of the Company's 2024 Annual Report to Shareholders, and such information is incorporated herein by reference.
Dividends. The Company has not paid a cash dividend in the past and it is the present policy of the Board of Directors not to pay a cash dividend. Information concerning restrictions on the payment of cash dividends is included in Note 4 to the consolidated financial statements included in the accompanying 2024 Annual Report to Shareholders, and such information is incorporated herein by reference.
Securities Authorized for Issuance Under Equity Compensation Plans. Information regarding securities authorized for issuance under equity compensation plans is included in Item 12 of Part III of this Annual Report on Form 10-K, and such information is incorporated herein by reference.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | ||||||||||||||||||||||
October 1 through October 31 | — | $ | — | — | $ | 7,363,000 | ||||||||||||||||||||
November 1 through November 30 | — | $ | — | — | $ | 7,363,000 | ||||||||||||||||||||
December 1 through December 31 | — | $ | — | — | $ | 7,363,000 | ||||||||||||||||||||
| 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. [RESERVED]
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
Information required in response to Item 7 is included under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operation" on pages 10 through 21 of the Company’s 2024 Annual Report to Shareholders, and such information is incorporated herein by reference.
Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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 December 31, 2024 was Daily Simple SOFR plus 2.25%. There were no borrowings outstanding at December 31, 2024, 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.
The following table presents the principal cash flow payments associated with our outstanding consolidated debt by year, weighted average interest rates on debt outstanding each year-end, and fair value of total debt as of December 31, 2024 (dollars in thousands):
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | Fair Value | |||||||||||||||||||||||||||||||||||||||||||
| Fixed rate debt | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 180,070 | $ | 180,070 | $ | 141,302 | ||||||||||||||||||||||||||||||||||
| Average interest for fixed rate debt | 3.03 | % | 3.03 | % | 3.03 | % | 3.03 | % | 3.03 | % | 3.03 | % | 3.03 | % | ||||||||||||||||||||||||||||||||||||
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required in response to this Item 8 is included under the caption "Quarterly Results" on page 9 and on pages 22 through 41 of the Company's 2024 Annual Report to Shareholders. Such information is incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
Item 9A. CONTROLS AND PROCEDURES.
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and chief accounting officer, we conducted an evaluation of our disclosure controls and procedures, as such terms are defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer, our principal financial officer and our principal accounting officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.
19
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the framework in the Internal Control-Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
This Annual Report does not include an attestation report of our Independent Registered Public Accounting Firm, Hancock Askew & Co., LLP, regarding internal control over financial reporting. Management’s report was not subject to attestation by our Independent Registered Public Accounting Firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the fourth quarter of 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
INHERENT LIMITATIONS OVER INTERNAL CONTROLS
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
i.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
ii.provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
iii.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
20
ITEM 9B. OTHER INFORMATION.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
21
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The Company has adopted a Financial Code of Ethical Conduct applicable to its principal executive officers, principal financial officers and principal accounting officers. A copy of this Financial Code of Ethical Conduct is filed as Exhibit 14 to this Form 10-K. The Financial Code of Ethical Conduct is also available on our web site at www.frpdev.com/investor-relations/corporate-governance/.
The rest of the information required in response to this Item 10 is included under the captions “Our Board of Directors”, “Corporate Governance, ESG and Our Approach to Risk Management”, “Our Executive Officers”, “Securities Ownership” in the Company's Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.
Item 11. EXECUTIVE COMPENSATION.
Information required in response to this Item 11 is included under the caption “Executive Compensation” in the Company's Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Equity Compensation Plan Information
| Number of Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||||||||||||||
| Plan Category | (a) | (b) | (c) | ||||||||||||||||||||
| Equity compensation plans approved by security holders | 155,518 | (1) | $ | 23.35 | (2) | 567,014 | (1) | ||||||||||||||||
| Equity compensation plans not approved by security holders | 0 | 0 | 0 | ||||||||||||||||||||
| Total | 155,518 | $ | 23.35 | 567,014 | |||||||||||||||||||
1.Column (a) includes 142,990 stock options granted under our 2016 Equity Incentive Plan and 2006 Stock Incentive Plan and 12,528 performance share awards granted under our 2016 Equity Incentive Plan. Each performance share award shown in the table represents a right to receive, subject to the satisfaction of certain performance criteria and the recipient’s continued service to the Company, a number of shares of restricted stock, which number will be calculated after the applicable performance period by dividing the pre-determined value of each award by the closing price of our common stock on the date the restricted stock is issued. The aggregate value of the performance share awards shown in
22
table is $383,733. For illustrative purposes, the maximum payout of the performance share awards has been assumed, and the number of performance share awards has been calculated using our closing stock price on December 31, 2024 ($30.63). The performance share awards are subject to partial or complete forfeiture if the vesting criteria are not met. Because some or all of the performance share awards may not vest, and because the number of shares of restricted stock to be issued thereunder is dependent on future stock prices, columns (a) and (c) may overstate or understate expected dilution.
2.Because there is no exercise price associated with the performance share awards, the weighted-average exercise price does not take the performance share awards into account.
The remainder of the information required in response to this Item 12 is included under the caption “Securities Ownership” in the Company's Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Information required in response to this Item 13 is included under the captions “Corporate Governance, ESG and Our Approach to Risk Management” and “Our Board of Directors” in the Company's Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Our independent registered accounting firm is Hancock Askew & Co., LLP , Jacksonville, Florida , Firm 794 . Information required in response to this Item 14 is included under the caption “Proposal 2: The Auditor Proposal” in the Company’s Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.
23
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE.
(a) (1) Financial Statements.
The response to this item is submitted as a separate section. See Index to Financial Statements on page 29 of this Form 10-K.
(3) Exhibits.
The response to this item is submitted as a separate section. See Exhibit Index on pages 27 through 28 of this Form 10-K.
Item 16. FORM 10-K SUMMARY.
None.
24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 18, 2025 | By | JOHN D. BAKER III | ||||||||||||
| John D. Baker III | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
| By | MATTHEW C. MCNULTY | |||||||||||||
| Matthew C. McNulty | ||||||||||||||
| Treasurer and Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||
| By | JOHN D. KLOPFENSTEIN | |||||||||||||
| John D. Klopfenstein | ||||||||||||||
| Controller and Chief Accounting | ||||||||||||||
| Officer (Principal Accounting Officer) | ||||||||||||||
25
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 18, 2025.
/s/ John D. Baker III
John D. Baker III
Chief Executive Officer & Director
(Principal Executive Officer)
/s/ Matthew C. McNulty
Matthew C. McNulty
Treasurer and Chief Financial Officer
(Principal Financial Officer)
/s/ John D. Klopfenstein
John D. Klopfenstein
Controller and Chief Accounting Officer
(Principal Accounting Officer)
/s/ John D. Baker II
John D. Baker II
Executive Chairman Director
/s/ David H. deVilliers, Jr.
David H. deVilliers, Jr.
Vice-Chairman Director
/s/ Matthew S. McAfee
Matthew S. McAfee
Director
s/ Martin E. Stein, Jr.
Martin E. Stein, Jr.
Director
/s/ John S. Surface
John S. Surface
Director
/s/ Nicole B. Thomas
Nicole B. Thomas
Director
/ s/ William H. Walton
William H. Walton
Director
/s/ Margaret Wetherbee
Margaret Wetherbee
Director
26
FRP HOLDINGS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
EXHIBIT INDEX
Item 15(a)(3)
| 3.1 | |||||
| 3.2 | |||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 10.1 | Summary of Medical Reimbursement Plan of FRP Holdings, Inc., incorporated herein by reference to an exhibit filed with Form 10-K for the fiscal year ended September 30, 1993. File No. 33-26115. | ||||
| 10.2 | Summary of Management Incentive Compensation Plans, incorporated herein by reference to an exhibit filed with Form 10-K for the fiscal year ended September 30, 1994. File No. 33-26115. | ||||
| 10.3 | Management Security Agreements between the Company and certain officers, incorporated herein by reference to a form of agreement previously filed (as Exhibit (10)(I)) with Form S-4 dated December 13, 1988. File No. 33-26115. | ||||
| 10.4 | |||||
| 10.5 | |||||
| 10.6 | |||||
| 10.7 | |||||
| 13.1 | The Company's 2024 Annual Report to shareholders, portions of which are incorporated by reference in this Form 10-K. Those portions of the 2024 Annual Report to Shareholders which are not incorporated by reference shall not be deemed to be filed as part of this Form 10-K. | ||||
| 14.1 | |||||
| 19.1 | |||||
| 21.1 | |||||
| 23.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
27
| 31.3 | |||||
| 32.1 | |||||
| 97.1 | |||||
| 101.INS | XBRL Instance Document Taxonomy Extension Schema | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 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 (embedded within the Inline XBRL document and contained in Exhibit 101). | ||||
28
FRP HOLDINGS, INC.
INDEX TO FINANCIAL STATEMENTS
(Item 15(a) (1) and 2))
| Page | |||||
| Consolidated Financial Statements: | |||||
| For the years ended December 31, 2024, 2023 and 2022 | |||||
All schedules have been omitted, as they are not required under the related instructions, are inapplicable, or because the information required is included in the consolidated financial statements.
29
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FRP Holdings, Inc.
Jacksonville, Florida
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333- 125099, 333-131475 and 333-216025) of FRP Holdings, Inc. of our report dated March 18, 2025, relating to the consolidated financial statements which appear in the Annual Report to Shareholders incorporated by reference herein.
Respectfully submitted,
Hancock Askew & Co., LLP
Jacksonville, Florida
March 18, 2025
30
Annual Report 2024
CONSOLIDATED FINANCIAL HIGHLIGHTS
Years ended December 31
(Amounts in thousands except per share amounts)
| 2024 | 2023 | % Change | |||||||||||||||
| Revenues | $ | 41,774 | 41,506 | 0.6 | |||||||||||||
| Operating profit | $ | 11,704 | 11,700 | — | |||||||||||||
| Net investment income | $ | 11,112 | 10,897 | 2.0 | |||||||||||||
| Interest Expense | $ | (3,150) | (4,315) | (27.0) | |||||||||||||
| Equity in loss of joint ventures | $ | (11,359) | (11,937) | (4.8) | |||||||||||||
| Gain on sale of real estate and other income | $ | 182 | 53 | 243.4 | |||||||||||||
| Gain (loss) attributable to noncontrolling interest | $ | 75 | (420) | (117.9) | |||||||||||||
| Net income attributable to the Company | $ | 6,385 | 5,302 | 20.4 | |||||||||||||
| Per common share: | |||||||||||||||||
| Net income attributable to the Company: | |||||||||||||||||
| Basic | $ | 0.34 | 0.28 | 21.4 | |||||||||||||
| Diluted | $ | 0.34 | 0.28 | 21.4 | |||||||||||||
| Total Assets | $ | 728,485 | 709,166 | 2.7 | |||||||||||||
| Total Debt | $ | 178,853 | 178,705 | — | |||||||||||||
| Shareholders' Equity | $ | 423,103 | 414,520 | 2.1 | |||||||||||||
| Common Shares Outstanding | 19,047 | 18,968 | .4 | ||||||||||||||
| Book Value Per Common Share | $ | 22.21 | 21.85 | 1.6 | |||||||||||||
BUSINESS. FRP Holdings, Inc. is a holding company engaged in the real estate business, namely (i) real property acquisition, entitlement, development and construction primarily for apartment, retail, warehouse, and office, (ii) leasing and management of commercial properties owned by the Company, (iii) leasing and management of mining royalty land owned by the Company, (iv) leasing and management of residential apartment buildings. The Company’s operating subsidiaries are FRP Development Corp. and Florida Rock Properties, Inc.
STRATEGY. Our strategy consists of the re-deployment of cash from asset sales, real estate operations, and mining royalties, into new assets that allow management to exploit its knowledge and expertise. The asset classes of choice are mixed-use, industrial, raw land and existing buildings. We invest in these assets on our own or through repeatable strategic partnerships with a focus on core markets with growth potential. Emphasis will be placed on generating returns through opportunistic disposition, as well as cash-flow and long-term appreciation.
OBJECTIVE. We strive to improve shareholder value through (1) active engagement with properties and partners to grow asset value, (2) contributing our operating expertise and connections to maximize value and NOI growth, and (3) manage our capital structure in an efficient and responsible manner, with a watchful eye on projected future market conditions and trends to facilitate timely disposition of selected assets, (4) diligent, sustainable growth.
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To Our Shareholders,
Take yourself back to December 31, 2021. As you no doubt remember, the country was still very much in the middle of the societal and financial problems of the COVID era. Beyond that, the Chiefs had taken a break from winning Super Bowls though not from beating the Bills in dramatic fashion, Juan Soto still lived at Dock 79, and probably most importantly, this Company began tracking pro rata Net Operating Income (NOI). In the three year span following that date we have increased occupancy by 811 units of multifamily product in four different projects, completed 100% industrial occupancy of 247,340 square feet in three new warehouses, and purchased land for another 1,281,420 square feet. We have earned over $16 million in net income, returned $2 million to shareholders in the form of share repurchases and most remarkably, we have grown NOI from $17.6 million to $38.1 million for a compound annual growth rate of almost 30%, including a 26.2% improvement in NOI in 2024 over 2023. We were able to accomplish all of this while only reducing our cash on hand from $161.5 million at the end of 2021 to $148.6 million at the end of 2024. We made mention of this previously, but that level of growth, while remarkable, is also unsustainable.
Due to the timing of construction, delivery, and investment, we expect NOI in 2025 to remain flat if not slightly off of 2024. In the Industrial and Commercial Segment, 53% of the platform will be vacant and up for renewal. These vacancies at Cranberry and at our new Chelsea building will take time to lease-up and will have operating expenses that will eat into 2025 NOI when compared to 2024. The lease-up of three different projects (Verge, Bryant Street, and .408 Jackson) in our Multifamily segment was a huge driver of 2024 NOI growth. The rapid NOI growth we experienced with the lease-ups will give way in 2025 to more organic growth as we grow rents on already stabilized assets, a particular challenge for the DC assets which will be competing with a glut of new projects. Mining royalties should remain strong in 2025, though from an NOI perspective, it will be difficult to keep pace with 2024, simply for the fact that we received a considerable back dated minimum payment at one location, which we can’t replicate for obvious reasons. However, the idea that we are simply catching our breath in 2025 after several years of rapid growth would be inaccurate. Our development segment should disabuse anyone of that delusion.
In 2025, we will begin construction on our two industrial joint ventures in Florida. These projects will increase our industrial footprint by 49% to over 1.1 million square feet and add an anticipated $5.3 million ($4.4 million pro-rata) in NOI when they are fully leased and occupied in 2027. In Maryland, we will continue to entitle our industrial pipeline and have our Crouse and Mechanics Valley sites shovel ready by 2026, while simultaneously pursuing a new land purchase, industrial joint venture, or possibly both. This is essentially “year zero” for our industrial growth strategy, where through both in-house development and JV’s we plan to build three new industrial projects every two years for the foreseeable future and look to double the size of our
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industrial platform over the next five years. We anticipate moving forward with two multifamily projects outside the DC area, one in South Carolina and the other in Florida. Assuming these projects meet our return thresholds, they will add 810 units and an anticipated $6 million in pro rata NOI upon stabilization. While our core focus is industrial development, we believe that putting our money to work in these types of assets in growth markets is both a good use of capital and an effective way to hedge our aggressive industrial strategy through assets classes and partners we understand and believe in. In short, if you judge 2025 solely on the NOI it produces relative to 2024, and the level of growth we’ve achieved since 2021, you are going to be disappointed. But in terms of setting the stage for future growth, we believe that 2025 is going to be anything but a disappointment.
Aggressive capital deployment along the lines of the $71 million we anticipate putting into new projects in 2025 is not a prospect we take lightly. In our capital planning, we have set strict thresholds to never dip below $40 million of cash on hand, and on top of that we will keep additional capital available through our revolving credit facility. We have jealously guarded our cash and our assets in the past, and we are not about to put at risk the decades of work that both represent. This remains your Company and as seriously as management takes its responsibility as stewards of your capital, we are equally excited to put that capital to work.
Sincerely,
John D. Baker III
Chief Executive Officer
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FORWARD LOOKING STATEMENTS
Certain matters discussed in this report contain forward-looking statements, including without limitation relating to the Company's plans, strategies, objectives, expectations, intentions, capital expenditures, future liquidity, and plans and timetables for completion of pending development projects. 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. The following factors and others discussed in the Company’s periodic reports and filings with the Securities and Exchange Commission are among the principal factors that could cause actual results to differ materially from the forward-looking statements: levels of construction activity in the markets served by our mining properties; availability and terms of financing; competition; interest rates, inflation and general economic conditions; demand for flexible warehouse/office facilities in the MidAtlantic and Florida; multifamily demand in Washington D.C. and Greenville, South Carolina; and ability to obtain zoning and entitlements necessary for property development. However, this list is not a complete statement of all potential risks or uncertainties.
These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events or otherwise. Additional information regarding these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.
OPERATING PROPERTIES
The Company owns (predominately in fee simple but also through ownership of interests in joint ventures) approximately 21,500 acres of land in Florida, Georgia, Maryland, Virginia, South Carolina, and the District of Columbia. This land is generally held by the Company in four distinct segments: (i) Industrial and Commercial Segment (land owned and operated as income producing rental properties in the form of commercial properties), (ii) Mining Royalty Lands Segment (land owned and leased to mining companies for royalties or rents), (iii) Development Segment (land owned or joint ventures held for investment to be further developed for future income production or sales to third parties), and (iv) Multifamily Segment (ownership, leasing and management of buildings through joint ventures).
Industrial and Commercial Segment. As of December 31, 2024, the Industrial and Commercial Segment includes nine buildings at four commercial properties owned by the Company in fee simple as follows:
1)34 Loveton Circle in suburban Baltimore County, MD consists of one office building totaling 33,708 square feet which is 90.8% occupied (16% of the space is occupied by the Company for use as our Baltimore headquarters). The property is subject to commercial leases with various tenants.
2)155 E. 21st Street in Duval County, FL was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018.
3)Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 92.1% leased and occupied. The property is subject to commercial leases with various tenants.
4)Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased occupied.
Mining Royalty Lands Segment – Mining Properties. The Company owns a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 16,648 total acres. The Company’s quarries are subject to mining leases with various tenants, including Vulcan Materials, Martin Marietta, Cemex, Argos, and The Concrete Company. Aggregates consist of crushed stone, sand, gravel, fill dirt, limestone and calcium and are used primarily in construction applications.
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Nine of the Company’s quarries (located in Grandin, FL, Fort Myers, FL, Keuka, FL, Newberry, FL, Astatula, FL, Columbus, GA, Macon, GA, Tyrone, GA, and Manassas, VA; totaling 13,870 acres) are currently being mined, and five of the Company’s quarries (located in Marion County, FL, Lake Louisa, FL, Astatula, FL, Lake Sand, FL and Forest Park, GA; totaling 2,778 acres) are leased but are not currently being mined. Our typical mining lease requires the tenant to pay the Company a royalty based on the number of tons of mined materials sold from our mining property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. In certain locations, typically where the sand and stone deposits on the property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount. In the fiscal years ended December 31, 2024, 2023 and 2022, aggregate tons sold with respect to the Company’s mining properties were approximately 9,351,000, 9,569,000 and 9,525,000, respectively.
Mining Royalty Lands Segment - Brooksville Joint Venture. In 2006, a subsidiary of the Company entered into a joint venture agreement with Vulcan Materials Company to jointly own and develop approximately 4,280 acres of land near Brooksville, Florida as a mixed-use community. In April 2011, the Florida Department of Community Affairs issued its final order approving the development of the project consisting of 5,800 residential dwelling units and over 600,000 square feet of commercial and 850,000 of light industrial uses. Zoning for the project was approved by the County in August 2012. Vulcan Materials still mines on the property and the Company receives 100% of the royalty on all tons sold at the Brooksville property. In the fiscal years ended December 31, 2024, 2023, and 2022, aggregate tons sold were approximately 203,000, 239,000 and 228,000, respectively.
Mining Royalty Lands Segment - Other Properties. The segment also owns an additional 36 acres of investment property in Brooksville, Florida.
Development Segment – Industrial and Commercial Land.
At December 31, 2024, this segment owned the following future development parcels:
1)54 acres of land that will be capable of supporting over 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park).
2)17 acres of land in Harford County, MD with a 258,000 square feet speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter of 2025.
3)170 acres of land Cecil County, MD that can accommodate 900,000 square feet of industrial development.
Development Segment – Land Held for Development or Sale.
At December 31, 2024, this segment was invested in the following development parcels:
1)Riverfront on the Anacostia: The Riverfront on the Anacostia property is a 5.8-acre parcel of real estate in Washington, D.C. that fronts the Anacostia River and is adjacent to the Washington Nationals Baseball Park. A revised Planned Unit Development (PUD) plan was approved in 2012 and permitted the Company to develop, in four phases, a four-building, mixed-use project, containing approximately 1,161,050 square feet. The approved development includes numerous publicly accessible open spaces and a waterfront esplanade along the Anacostia River. The first phase (now known as Dock 79), was completed through a joint venture with MRP Realty (MRP), and consisted of a single building with residential and retail uses. Upon stabilization in July 2017, this building was the first in our fourth business segment now known as the Multifamily Segment. The second phase (The Maren), also completed through a joint venture with MRP, consists of a single building with residential and retail uses, and was added to the Multifamily Segment effective March 31, 2021. The final two phases, Phase 3 and Phase 4 remain under a first-stage PUD approval expiring April 5, 2025, permitting 599,545
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square feet of hotel and office development with first floor retail. FRP is in the process of modifying, amending, and extending the existing PUD to allow for residential development with first floor retail.
2)Hampstead Trade Center: The Hampstead Trade Center property in Carroll County, MD is a 118-acre parcel located adjacent to the State Route 30 bypass. The parcel was previously zoned for industrial use, but our request for rezoning for residential use was approved in December 2018. Management believes this to be a higher and better use of the property. We are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”.
3)Square 664E: The Company’s Square 664E property is approximately two acres situated on the Anacostia River at the base of South Capitol Street less than half a mile down river from our Riverfront on the Anacostia property. This property is currently under lease to Vulcan Materials for use as a concrete batch plant through 2026. In March 2017, reconstruction of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development.
4)Windlass Run: In March 2016, the Company entered into an agreement with St. Johns Properties Inc., a Baltimore development company, to jointly develop the remaining lands of our Windlass Run Business Park, located in Middle River, MD, into a multi-building business park consisting of approximately 329,000 square feet of single-story office and retail space. The project will take place in several phases. Construction of the first phase, which includes two office buildings and two retail buildings totaling 100,030-square-feet (inclusive of 27,950 retail), commenced in the fourth quarter of 2017 and was completed in January 2019. At December 31, 2024 Phase I was 78.6% leased and occupied, the subsequent phases will follow as each phase is stabilized. In 2024, the partnership agreed to spend up to $1.0 million dollars to amend and modify 218,620 square feet of office and retail development for 153 for rent residential units, up to four (4) one-acre retail lots for ground lease opportunities, and maintain the flexibility to construct a single-story office building totaling 21,760 square feet.
5)Estero: In August 2022, the Company invested $3.6 million for a 16% interest in a joint venture with Woodfield Development to purchase and develop 46 acres in Estero, FL into a mixed-use project with 596 multifamily units, 60,000 square feet of commercial space, 20,000 square feet of office space and a boutique 170-key hotel. While the joint venture attempts to rezone the property, the Company will receive a preferred return of 8% with an option to roll its investment into equity in the vertical development or exit at that point. Vertical construction is expected to commence in 2025.
6)Buzzard Point: In November 2022, the Company entered into a contribution agreement with MRP and Steuart Investment Company (SIC) regarding potential development of an estimated 1,200 multifamily units in four phases on land owned by SIC. The Company entered into a separate agreement with MRP to perform pre-development obligations for the contribution agreement. The Company owns 50% of the partnership with MRP.
7)Woven: In August 2023, the Company entered into an agreement with Woodfield Development for the acquisition and development of a mixed-use project known as “Woven” in Greenville, SC, to consist of an estimated 214 multifamily units and 10,000 square feet of retail space. The joint venture is in the pre-development and pre-closing phase in pursuit of vertical construction closing conditions. The Company owns 50% at this time with final ownership to be determined based upon contributions by the partners, land contributors, and other investors. Vertical construction is expected to commence in 2025.
8)Altman: We entered into two new joint venture agreements in early 2024 with Altman Logistics Properties (formerly doing business as BBX Logistics). The first joint venture is a 200,000 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a 182,000 square-foot warehouse redevelopment project in Broward County, FL. We anticipate construction to start on both projects in the second quarter of 2025.
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Multifamily Segment.
At December 31, 2024, this segment was invested in the following stabilized multifamily joint ventures:
1)Dock 79: In 2014, approximately 2.1 acres (Phase I) of the total 5.8-acres was contributed to a joint venture owned by the Company (77%) and our partner, MRP Realty (23%), and construction commenced in October 2014 on a 305-unit residential apartment building with approximately 14,430 square feet of first floor retail space. Lease-up commenced in May 2016 and rent stabilization of the residential units of 90% occupied was achieved in the third quarter of 2017. The attainment of stabilization resulted in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary. As such, beginning July 1, 2017, the Company consolidated the assets (at current fair value based on a third-party opinion), liabilities and operating results of the joint venture. This consolidation resulted in a gain on remeasurement of investment in real estate partnership of $60,196,000 of which $20,469,000 was attributed to the noncontrolling interest. The Company used the fair value amount to calculate adjusted ownership under the Conversion election. As such for financial reporting purposes effective July 1, 2017 the Company ownership is based upon this substantive profit-sharing arrangement and is 66.0% on a prospective basis. During fourth quarter 2022, as part of our new partnership with SIC and MRP, we sold a 20% interest in a tenancy-in-common of Dock 79 where FRP Holdings, Inc. is the majority partner with a 52.8% ownership.
2)The Maren: On May 4, 2018, the Company and MRP Realty formed a Joint Venture to develop the second phase only 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 6,758 square feet of retail. Lease-up commenced in March 2020 and rent stabilization of the residential units of 90% occupied was achieved in March 2021. 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. During fourth quarter 2022, as part of our new partnership with SIC and MRP, we sold a 20% interest in a tenancy-in-common of The Maren where FRP Holdings, Inc. is the majority partner with a 56.3% ownership.
3)Riverside: On December 23, 2019 the Company and Woodfield formed a joint venture to develop a 200-unit residential apartment project located at 1430 Hampton Avenue, Greenville, SC. The project is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017. The Company contributed $6.2 million in exchange for a 40% ownership in the joint venture.
4)Bryant Street: On December 24, 2018 the Company and MRP Realty formed four partnerships to purchase and develop approximately five acres of land in an Opportunity Zone at 500 Rhode Island Ave NE, Washington, D.C. This first phase is a mixed-use development which supports 487 residential units and 91,520 square feet of first floor and stand-alone retail on approximately five acres of the roughly 12-acre site. The Company converted its preferred equity to common on January 1, 2024 increasing its ownership to 72.1%.
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5).408 Jackson: In December 2019, the Company entered into a joint venture with a new partner, Woodfield Development, for the acquisition and development of a mixed-use project known as “.408 Jackson” in an Opportunity Zone in Greenville, SC. Woodfield specializes in Class-A multifamily, mixed-use developments primarily in the Carolinas and DC. The project is located across the street from Greenville’s minor league baseball stadium and holds 227 multifamily units and 4,539 square feet of retail space. The Company owns 40% of the development.
6)The Verge: On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located in a Opportunity Zone at 1800 Half Street, Washington, D.C. This property is located in the Buzzard Point area of Washington, DC, less than half a mile downriver from Dock 79 and The Maren. It lies directly between our two acres on the Anacostia currently under lease by Vulcan and Audi Field, the home stadium of the DC United. The eleven-story structure has 344 apartments and 8,536 square feet of ground floor retail. The Company owns 61.37% of the partnership.
Five Year Summary
(Amounts in thousands except per share amounts)
| Years Ended December 31, | |||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||||||||||||
| Summary of Operations: | |||||||||||||||||||||||||||||
| Revenues | $ | 41,774 | 41,506 | 37,481 | 31,220 | 23,583 | |||||||||||||||||||||||
| Operating profit | $ | 11,704 | 11,700 | 7,996 | 2,274 | 5,134 | |||||||||||||||||||||||
| Interest expense | $ | (3,150) | (4,315) | (3,045) | (2,304) | (1,100) | |||||||||||||||||||||||
| Net income | $ | 6,460 | 4,882 | 4,047 | 40,094 | 11,722 | |||||||||||||||||||||||
| Income (loss) attributable to noncontrolling interest | $ | 75 | (420) | (518) | 11,879 | (993) | |||||||||||||||||||||||
| Net income attributable to the Company | $ | 6,385 | 5,302 | 4,565 | 28,215 | 12,715 | |||||||||||||||||||||||
| Per Common Share: | |||||||||||||||||||||||||||||
| Basic | $ | 0.34 | 0.28 | 0.24 | 1.51 | 0.66 | |||||||||||||||||||||||
| Diluted | $ | 0.34 | 0.28 | 0.24 | 1.50 | 0.66 | |||||||||||||||||||||||
| Financial Summary: | |||||||||||||||||||||||||||||
| Property and equipment, net | $ | 407,439 | 367,320 | 367,158 | 350,665 | 203,140 | |||||||||||||||||||||||
| Total assets | $ | 728,485 | 709,166 | 701,084 | 678,190 | 536,360 | |||||||||||||||||||||||
| Long-term debt | $ | 178,853 | 178,705 | 178,557 | 178,409 | 89,964 | |||||||||||||||||||||||
| Shareholders' equity | $ | 423,103 | 414,520 | 407,145 | 396,423 | 367,654 | |||||||||||||||||||||||
| Net Book Value per common share | $ | 22.21 | 21.85 | 21.52 | 21.06 | 19.63 | |||||||||||||||||||||||
| Other Data: | |||||||||||||||||||||||||||||
| Weighted average common shares - basic | 18,882 | 18,840 | 18,772 | 18,710 | 19,161 | ||||||||||||||||||||||||
| Weighted average common shares - diluted | 18,970 | 18,922 | 18,870 | 18,794 | 19,219 | ||||||||||||||||||||||||
| Number of employees | 19 | 15 | 13 | 14 | 13 | ||||||||||||||||||||||||
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Quarterly Results (unaudited)
(Dollars in thousands except per share amounts)
| For the Quarter Ended | Total Fiscal Year 2024 | ||||||||||||||||||||||||||||
| March 31, 2024 | June 30, 2024 | September 30, 2024 | December 31, 2024 | ||||||||||||||||||||||||||
| Revenues | $ | 10,133 | 10,477 | 10,633 | 10,531 | 41,774 | |||||||||||||||||||||||
| Operating profit | $ | 2,882 | 2,820 | 3,083 | 2,919 | 11,704 | |||||||||||||||||||||||
| Net income | $ | 1,335 | 2,059 | 1,379 | 1,687 | 6,460 | |||||||||||||||||||||||
| Net income attributable to the Company | $ | 1,301 | 2,044 | 1,361 | 1,679 | 6,385 | |||||||||||||||||||||||
| Earnings per common share (a): | |||||||||||||||||||||||||||||
| Net income attributable to the Company- | |||||||||||||||||||||||||||||
| Basic | $ | 0.07 | 0.11 | 0.07 | 0.09 | 0.34 | |||||||||||||||||||||||
| Diluted | $ | 0.07 | 0.11 | 0.07 | 0.09 | 0.34 | |||||||||||||||||||||||
| Market price per common share (b): | |||||||||||||||||||||||||||||
| High | $ | 31.78 | 31.07 | 30.48 | 32.48 | 32.48 | |||||||||||||||||||||||
| Low | $ | 28.64 | 29.01 | 27.48 | 29.00 | 27.48 | |||||||||||||||||||||||
| For the Quarter Ended | Total Fiscal Year 2023 | ||||||||||||||||||||||||||||
| March 31, 2023 | June 30, 2023 | September 30, 2023 | December 31, 2023 | ||||||||||||||||||||||||||
| Revenues | $ | 10,114 | 10,696 | 10,591 | 10,105 | 41,506 | |||||||||||||||||||||||
| Operating profit | $ | 2,854 | 2,767 | 2,896 | 3,183 | 11,700 | |||||||||||||||||||||||
| Net income | $ | 406 | 492 | 1,099 | 2,885 | 4,882 | |||||||||||||||||||||||
| Net income attributable to the Company | $ | 565 | 598 | 1,259 | 2,880 | 5,302 | |||||||||||||||||||||||
| Earnings per common share (a): | |||||||||||||||||||||||||||||
| Net income attributable to the Company- | |||||||||||||||||||||||||||||
| Basic | $ | 0.03 | 0.03 | 0.13 | 0.15 | 0.28 | |||||||||||||||||||||||
| Diluted | $ | 0.03 | 0.03 | 0.13 | 0.15 | 0.28 | |||||||||||||||||||||||
| Market price per common share (b): | |||||||||||||||||||||||||||||
| High | $ | 29.50 | 30.52 | 29.34 | 32.34 | 32.34 | |||||||||||||||||||||||
| Low | $ | 26.89 | 26.41 | 26.99 | 26.60 | 26.41 | |||||||||||||||||||||||
(a)Earnings per share of common stock is computed independently for each quarter presented. The sum of the quarterly net earnings per share of common stock for a year may not equal the total for the year due to rounding differences.
(b)All prices represent high and low daily closing prices as reported by The Nasdaq Stock Market.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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 annual report for a more detailed discussion, including reconciliations of this non-GAAP financial measure to its most directly comparable GAAP financial measure.
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Executive Overview
FRP Holdings, Inc. (“FRP” or the “Company”) is a real estate development, asset management and operating company business. Our properties are located in the Mid-Atlantic and southeastern United States and consist of:
Residential/mixed-use apartments in Washington, D.C., Greenville, SC, and Florida;
Warehouse or office properties in Maryland and Florida either existing or under development;
Mining royalty lands, some of which will have second lives as development properties;
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 growth. Capital commitments will be funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. Timing of projects may be subject to delays caused by factors beyond our control.
Reportable Segments
We conduct all of our business in the following four reportable segments: (1) multifamily (2) industrial and commercial (3) mining royalty lands and (4) development. For more information regarding our reportable segments, see Note 10. Business Segments of our consolidated financial statements included in this annual report.
Multifamily Segment.
As of December 31, 2024 the Multifamily segment included six stabilized joint ventures which own and manage apartment buildings and any associated retail. These assets create revenue and cash flows through tenant rental payments and reimbursements for building operating costs. The Company’s residential units typically lease for 12 – 15-month lease terms. If no notice to move out or renew is made, then the leases go month-to-month until notification of termination or renewal is received. Renewal terms are typically 9 – 12 months. 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 five years. Retail leases at these properties also include percentage rents which collect on average 3-6% of annual sales when a tenant exceeds 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 six multifamily properties are as follows:
Property and Occupancy | JV Partners | Method of Accounting | % Ownership | ||||||||
Dock 79, Washington, D.C., 305 apartment units and 14,430 square feet of retail | MRP Realty & Steuart Investment Company | Consolidated | 52.8% | ||||||||
The Maren, Washington, D.C., 264 residential units and 6,811 square feet of retail | MRP Realty & Steuart Investment Company | Consolidated | 56.33% | ||||||||
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The Verge, Washington, D.C., 344 apartment units and 8,536 square feet of retail. | MRP Realty | Equity Method | 61.37% | ||||||||
Riverside, Greenville, SC, 200 apartment units | Woodfield Development | Equity Method | 40% | ||||||||
Bryant Street, Washington D.C., 487 apartment units and 91,520 square feet of retail | MRP Realty | Equity Method | 72.10% | ||||||||
.408 Jackson, Greenville, SC, 227 apartment units and 4,539 square feet of retail. | Woodfield Development | Equity Method | 40% | ||||||||
Industrial and Commercial Segment.
The Industrial and Commercial segment owns, leases and manages commercial properties. These assets create revenue and cash flows through tenant rental payments, lease management fees and reimbursements for building operating costs. The Company’s industrial warehouses typically lease for terms ranging from 3 – 10 years often with one or two 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. 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 December 31, 2024, the Industrial and Commercial Segment includes nine buildings at four commercial properties owned by the Company in fee simple as follows:
1)34 Loveton Circle in suburban Baltimore County, MD consists of one office building totaling 33,708 square feet which is 90.8% occupied (16% of the space is occupied by the Company for use as our Baltimore headquarters). The property is subject to commercial leases with various tenants.
2)155 E. 21st Street in Duval County, FL was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018.
3)Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 92.1% leased and occupied. The property is subject to commercial leases with various tenants.
4)Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased and 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.
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Mining Royalty Lands Segment.
Our Mining Royalty Lands segment owns several properties comprising approximately 16,648 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 sand and stone deposits 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 sand and stone deposits on our property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount. In the year ended December 31, 2024, aggregate royalty tons sold were 9.6 million.
The major expenses in this segment are comprised of collection and accounting for royalties, management’s oversight of the mining leases, land entitlement for post-mining uses and property taxes at our non-leased locations and at our Grandin location which, unlike our other leased mining locations, are not entirely paid by the tenant. As such, our costs in this business are very low as a percentage of revenue, are relatively stable and are not affected by increases in production at our locations. Our current mining tenants are Vulcan Materials, Martin Marietta, Cemex, Summit Materials and The Concrete Company.
Additionally, these locations provide us with opportunities for valuable “second lives” for these assets through proper land planning and entitlement.
Significant “2nd 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, one-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 land or form joint ventures on new developments of land not previously owned by the Company.
Revenues in this segment are generated predominately from land sales and interim property rents. The significant cash outlays incurred in this segment are for land acquisition costs, entitlement costs, property taxes, design and permitting, the personnel costs of our in-house management team and horizontal and vertical construction costs.
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Development Segment – Industrial and Commercial Land.
At December 31, 2024, this segment owned the following future development parcels:
1)54 acres of land that will be capable of supporting 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park).
2)17 acres of land in Harford County, MD that can accommodate 258,000 square foot speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter of 2025.
3)170 acres of land located at 765 Mechanics Valley Road in Cecil County, MD that can accommodate 900,000 square feet of industrial development.
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 are being prepared for their highest and best use and will either be sold or contributed as equity in a joint venture. We are often able to lease 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 | ||||||||
| Riverfront on the Anacostia Phases III-IV | 2.3 | Conceptual design program ongoing | $7,533,000 | ||||||||
| Hampstead Trade Center, MD | 118 | Seeking PUD in preparation for sale | $11,856,000 | ||||||||
| Square 664E, on the Anacostia River in DC | 2 | Under lease to Vulcan Materials as a concrete batch plant through 2026 | $7,194,000 | ||||||||
| Total | 122.4 | $26,583,000 | |||||||||
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, FL | Vulcan Materials Company | Future planned residential development of 4,280 acres which are currently subject to mining lease | 50% | ||||||||
BC FRP Realty, LLC for 35 acres in Maryland | St John Properties | 329,000 square-foot, multi-building business park 78.6% leased. Pre-development for 153 single family rental homes, four retail lots, and an office building | 50% | ||||||||
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Aberdeen Overlook residential development in Harford County, MD | $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 | |||||||||
Estero, FL | Woodfield Development | Pre-development activities for a mixed-use project with 596 multifamily units, 60,000 square feet of commercial space, 20,000 square feet of office space and a boutique 170-key hotel. Construction is expected to commence in 2025. | 16% | ||||||||
FRP/MRP Buzzard Point Sponsor, LLC | MRP Realty | Pre-development activities for first phase of property owned by Steuart Investment Company (SIC) under a Contribution and Pre-Development Agreement between this partnership and SIC | 50% | ||||||||
Woven property in Greensville, SC | Woodfield Development | Pre-development activities for a mixed-use project with approximately 214 multifamily units and 10,000 square feet of retail space. Vertical construction is expected to commence in 2025. | 50% | ||||||||
Lakeland, FL | Altman Logistics Properties (formerly doing business as BBX Logistics) | Pre-development activities for a 200,000 square foot class A warehouse. We plan to commence construction in the second quarter of 2025 at which time the Company's ownership increases to 90%. | 50% | ||||||||
Broward County, FL | Altman Logistics Properties (formerly doing business as BBX Logistics) | Pre-development activities for 182,000 square feet of industrial product. We plan to commence construction in the second quarter of 2025 at which time the Company's ownership increases to 80%. | 50% | ||||||||
Joint ventures where FRP is not the primary beneficiary (including those in the Multifamily 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):
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| FRP Ownership | The Company's Total Investment in Partnership | The Company's Share of Assets of the Partnership | The Company's Share of Debt of the Partnership | The Company's Share of Profit (Loss) of the Partnership | |||||||||||||||||||||||||
| As of December 31, 2024 | |||||||||||||||||||||||||||||
| Brooksville Quarry, LLC | 50.00 | % | $ | 7,579 | 7,249 | — | (44) | ||||||||||||||||||||||
| BC FRP Realty, LLC | 50.00 | % | 5,722 | 10,965 | 5,158 | (332) | |||||||||||||||||||||||
| Buzzard Point Sponsor, LLC | 50.00 | % | 2,446 | 2,446 | — | — | |||||||||||||||||||||||
| Bryant Street Partnerships | 72.10 | % | 65,248 | 140,155 | 77,929 | (6,721) | |||||||||||||||||||||||
| Lending ventures | 100.00 | % | 26,164 | 16,007 | (5,079) | — | |||||||||||||||||||||||
| Estero Partnership | 16.00 | % | 3,711 | 6,615 | 2,560 | — | |||||||||||||||||||||||
| The Verge Partnership | 61.37 | % | 37,148 | 77,571 | 41,880 | (3,102) | |||||||||||||||||||||||
| Greenville Partnerships | 40.00 | % | 5,881 | 39,031 | 31,932 | (1,160) | |||||||||||||||||||||||
| Total | $ | 153,899 | 300,039 | 154,380 | (11,359) | ||||||||||||||||||||||||
The major classes of assets, liabilities and equity of the Company’s unconsolidated joint ventures as of December 31, 2024 are summarized in the following two tables (in thousands):
| As of December 31, 2024 | ||||||||||||||||||||||||||||||||||||||
| Buzzard Point Sponsor, LLC | Bryant Street Partnership | Estero Partnership | Verge Partnership | Greenville Partnership | Total Multifamily | |||||||||||||||||||||||||||||||||
| Investments in real estate, net | $ | 0 | 180,928 | 40,733 | 124,010 | 94,020 | $ | 439,691 | ||||||||||||||||||||||||||||||
| Cash and restricted cash | 0 | 5,348 | 613 | 2,001 | 3,104 | 11,066 | ||||||||||||||||||||||||||||||||
| Unrealized rents & receivables | 0 | 6,708 | 0 | 250 | 258 | 7,216 | ||||||||||||||||||||||||||||||||
| Deferred costs | 4,892 | 1,406 | 0 | 138 | 195 | 6,631 | ||||||||||||||||||||||||||||||||
| Total Assets | $ | 4,892 | 194,390 | 41,346 | 126,399 | 97,577 | $ | 464,604 | ||||||||||||||||||||||||||||||
| Secured notes payable | $ | 0 | 108,084 | 16,000 | 68,242 | 79,829 | $ | 272,155 | ||||||||||||||||||||||||||||||
| Other liabilities | 0 | 3,126 | 856 | 1,209 | 2,158 | 7,349 | ||||||||||||||||||||||||||||||||
| Capital – FRP | 2,446 | 63,241 | 3,600 | 34,874 | 4,870 | 109,031 | ||||||||||||||||||||||||||||||||
| Capital – Third Parties | 2,446 | 19,939 | 20,890 | 22,074 | 10,720 | 76,069 | ||||||||||||||||||||||||||||||||
| Total Liabilities and Capital | $ | 4,892 | 194,390 | 41,346 | 126,399 | 97,577 | $ | 464,604 | ||||||||||||||||||||||||||||||
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| As of December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Brooksville Quarry, LLC | BC FRP Realty, LLC | Lending Ventures | Total Multifamily | Grand Total | |||||||||||||||||||||||||||||||
| Investments in real estate, net | $ | 14,354 | 20,956 | 16,007 | 439,691 | $ | 491,008 | ||||||||||||||||||||||||||||
| Cash and restricted cash | 143 | 144 | 0 | 11,066 | 11,353 | ||||||||||||||||||||||||||||||
| Unrealized rents & receivables | 0 | 517 | 0 | 7,216 | 7,733 | ||||||||||||||||||||||||||||||
| Deferred costs | 1 | 313 | 0 | 6,631 | 6,945 | ||||||||||||||||||||||||||||||
| Total Assets | $ | 14,498 | 21,930 | 16,007 | 464,604 | $ | 517,039 | ||||||||||||||||||||||||||||
| Secured notes payable | $ | 0 | 10,315 | (10,157) | 272,155 | $ | 272,313 | ||||||||||||||||||||||||||||
| Other liabilities | 0 | 285 | 0 | 7,349 | 7,634 | ||||||||||||||||||||||||||||||
| Capital – FRP | 7,579 | 5,665 | 26,164 | 109,031 | 148,439 | ||||||||||||||||||||||||||||||
| Capital - Third Parties | 6,919 | 5,665 | 0 | 76,069 | 88,653 | ||||||||||||||||||||||||||||||
| Total Liabilities and Capital | $ | 14,498 | 21,930 | 16,007 | 464,604 | $ | 517,039 | ||||||||||||||||||||||||||||
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The following table presents the calculation of the Company's pro rata share of certain balance sheet items by segment as of December 31, 2024:
| Pro rata balance sheet (in thousands) | Multifamily | Industrial and Commercial | Mining Royalty Lands | Development | Corporate | Total | |||||||||||||||||||||||||||||
| Consolidated assets | $ | 347,172 | 37,527 | 47,527 | 144,832 | 151,427 | $ | 728,485 | |||||||||||||||||||||||||||
| Investments in unconsolidated joint ventures | (108,277) | (7,579) | (38,043) | (153,899) | |||||||||||||||||||||||||||||||
| Company's share of assets in unconsolidated joint ventures | 256,757 | 7,249 | 36,033 | 300,039 | |||||||||||||||||||||||||||||||
| Noncontrolling interest in consolidated assets | (109,374) | (15,728) | (2,336) | (127,438) | |||||||||||||||||||||||||||||||
| Pro rata assets | $ | 386,278 | 37,527 | 47,197 | 127,094 | 149,091 | $ | 747,187 | |||||||||||||||||||||||||||
| Consolidated secured notes payable | 178,853 | 178,853 | |||||||||||||||||||||||||||||||||
| Company's share of debt in unconsolidated joint ventures | 151,741 | 2,639 | 154,380 | ||||||||||||||||||||||||||||||||
| Noncontrolling interest in consolidated debt | (81,340) | (81,340) | |||||||||||||||||||||||||||||||||
| Pro rata debt | $ | 249,254 | — | — | 2,639 | — | $ | 251,893 | |||||||||||||||||||||||||||
| Pro rata assets less debt | $ | 137,024 | 37,527 | 47,197 | 124,455 | 149,091 | $ | 495,294 | |||||||||||||||||||||||||||
| Deferred income taxes | (67,688) | ||||||||||||||||||||||||||||||||||
| Other liabilities and noncontrolling interest adjustment | (4,503) | ||||||||||||||||||||||||||||||||||
| Consolidated shareholder's equity | $ | 423,103 | |||||||||||||||||||||||||||||||||
Executive Summary and Analysis – In the fourth quarter, the Company saw a 21% improvement in pro rata NOI compared to the same period last year, and for the year ended December 31 2024 saw a 26% increase in pro rata NOI ($38.1 million vs $30.2 million) compared to 2023. This is consistent with the almost 30% compound annual growth rate at which we have grown pro rata NOI since 2021. We experienced meaningful NOI growth across all segments in 2024 compared to last year including a 17% improvement ($649,000) in Industrial and Commercial NOI; a 23% increase ($2.7 million) in Mining Royalty lands NOI; and a 34% increase ($4.6 million) in Multifamily NOI. While we are proud of this level of growth, as we have mentioned in the past and highlight in our shareholder letter, it is also a pace we cannot possibly sustain, and do not expect to match in 2025. For a number of reasons, we expect 2025 NOI to be flat if not slightly less than 2024. In the Industrial Segment, we have vacancies at Cranberry and our new Chelsea building that will take time to lease up and will have operating expenses that will negatively impact NOI compared to 2024. The lease-up of three
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different projects (Verge, Bryant Street, and .408 Jackson) in our Multifamily segment had a profound impact in the growth of our NOI over the last 12 months. In 2025, these lease-ups will give way to more organic growth as we attempt to improve rents on already stabilized assets, a particular challenge for the DC assets which will be competing with a glut of new projects. Mining royalty revenue and earnings should remain strong in 2025, though from an NOI perspective, it will be difficult to keep pace with 2024, simply for the fact that we received a $1.9 million one-time minimum payment at one location, which we cannot replicate for obvious reasons.
The flip side of this coin is that while we anticipate our NOI growth to stall in 2025, the driver of most of our future NOI growth will also come in 2025 through an estimated $71 million in equity capital investment. In 2025, we will begin construction on our two industrial joint ventures in Florida, continue to entitle our existing industrial pipeline in Maryland to have the land shovel ready in 2026, and look to augment our existing pipeline through a land purchase, industrial joint venture, or possibly both. This is where the rubber hits the road on our pivot to industrial development, and sets the course for our stated goal of delivering three new industrial assets every two years as we look to double the size of this segment over the next five years.
While our core focus is industrial, we will continue to partner on multifamily projects that meet our return thresholds. We believe these are an effective hedge of our aggressive industrial strategy. We will always try to exploit our competitive advantage in the asset class we have the most experience in, but real estate can be cyclical and there will almost certainly come a day where the state of the industrial market will make us glad we continued to pursue multifamily development. In 2025, we anticipate moving forward with two multifamily projects outside the DC area, one in South Carolina and the other in southwest Florida, which will add 810 units and $6 million in pro rata NOI upon stabilization.
Highlights of the year ending 12/31/24.
•20% increase in Net Income ($6.4 million vs $5.3 million)
•26% increase in pro rata NOI ($38.1 million vs $30.2 million)
•The Mining Royalty Lands Segment's pro rata NOI includes a $2.2 million increase in unrealized revenues primarily due to a one-time, $1.9 million minimum royalty payment that applies to the prior twenty-four months as the tenant failed to meet a production requirement contained in the lease. This revenue was straight-lined over the estimated remaining 20 year life of the lease.
•34% increase in the Multifamily segment’s pro rata NOI primarily due to lease up of Bryant St., 408 Jackson, and The Verge. This comparison includes the results for these three projects from the same period last year (when these projects were still in our Development segment).
•Industrial and Commercial revenue increased 5%, and segment NOI increased 17%
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COMPARATIVE RESULTS OF OPERATIONS
Consolidated Results
(dollars in thousands) | Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change | % | ||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Lease revenue | $ | 28,922 | 28,979 | $ | (57) | -.2 | % | ||||||||||||||||||||||||||||
| Mining royalty and rents | 12,852 | 12,527 | 325 | 2.6 | % | ||||||||||||||||||||||||||||||
| Total revenues | 41,774 | 41,506 | 268 | .6 | % | ||||||||||||||||||||||||||||||
| Cost of operations: | |||||||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 10,187 | 10,821 | (634) | -5.9 | % | ||||||||||||||||||||||||||||||
| Operating expenses | 7,170 | 7,364 | (194) | -2.6 | % | ||||||||||||||||||||||||||||||
| Property taxes | 3,437 | 3,650 | (213) | -5.8 | % | ||||||||||||||||||||||||||||||
| General and administrative | 9,276 | 7,971 | 1,305 | 16.4 | % | ||||||||||||||||||||||||||||||
| Total cost of operations | 30,070 | 29,806 | 264 | .9 | % | ||||||||||||||||||||||||||||||
| Total operating profit | 11,704 | 11,700 | 4 | — | % | ||||||||||||||||||||||||||||||
| Net investment income | 11,112 | 10,897 | 215 | 2.0 | % | ||||||||||||||||||||||||||||||
| Interest expense | (3,150) | (4,315) | 1,165 | -27.0 | % | ||||||||||||||||||||||||||||||
| Equity in loss of joint ventures | (11,359) | (11,937) | 578 | -4.8 | % | ||||||||||||||||||||||||||||||
| (Loss) gain on sale of real estate | 182 | 53 | 129 | 243.4 | % | ||||||||||||||||||||||||||||||
| Income before income taxes | 8,489 | 6,398 | 2,091 | 32.7 | % | ||||||||||||||||||||||||||||||
| Provision for income taxes | 2,029 | 1,516 | 513 | 33.8 | % | ||||||||||||||||||||||||||||||
| Net income | 6,460 | 4,882 | 1,578 | 32.3 | % | ||||||||||||||||||||||||||||||
| Income (loss) attributable to noncontrolling interest | 75 | (420) | 495 | -117.9 | % | ||||||||||||||||||||||||||||||
| Net income attributable to the Company | $ | 6,385 | 5,302 | $ | 1,083 | 20.4 | % | ||||||||||||||||||||||||||||
Net income for 2024 was $6,385,000 or $.34 per share versus $5,302,000 or $.28 per share last year. Pro rata NOI for 2024 was $38,139,000 versus $30,240,000 last year.
•Pro rata NOI includes a one-time, minimum royalty payment of $1,853,000 that applies to the prior twenty-four months as the tenant failed to meet a production requirement contained in the lease. This revenue was straight-lined over the estimated remaining 20 year life of the lease.
•General and administrative expense increased $1,305,000 over the same period last year due primarily to the implementation of our executive succession and transition plan that commenced in May, 2024.
•Net investment income increased $215,000 due to increased earnings on cash equivalents ($1,321,000) and increased income from our lending ventures ($1,059,000), partially offset by decreased preferred interest ($2,165,000) due to the conversion of FRP preferred equity to common equity at Bryant Street.
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•Interest expense decreased $1,165,000 compared to the same period last year as we capitalized $1,296,000 more interest, partially offset by increased costs related to the increase in our line of credit with Wells Fargo. More interest was capitalized due to increased in-house and joint venture projects under development this quarter compared to last year.
•Equity in loss of Joint Ventures improved $578,000 due to improved results at our unconsolidated joint ventures. Results improved at The Verge ($2,445,000) and .408 Jackson ($259,000) but that improvement was mostly offset by a $2,255,000 increase in loan guarantee expense. The Company recorded a gain on loan guarantee of $1,886,000 in December 2023 as the guarantee liability was relieved upon the refinancing of the Bryant Street debt versus an expense of $496,000 in 2024 stemming from the guarantee of the new Bryant Street loan.
Multifamily Segment (pro rata consolidated and pro rata unconsolidated)
For ease of comparison all the figures in the tables below include the results for Bryant Street, .408 Jackson, and The Verge from the prior period (when these projects were still in our Development segment).
| Twelve Months Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2024 | % | 2023 | % | Change | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Lease revenue | $ | 32,377 | 100.0 | % | 26,592 | 100.0 | % | 5,785 | 21.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 13,309 | 41.1 | % | 12,847 | 48.3 | % | 462 | 3.6 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 10,740 | 33.2 | % | 9,649 | 36.3 | % | 1,091 | 11.3 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Property taxes | 3,578 | 11.1 | % | 3,207 | 12.1 | % | 371 | 11.6 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Cost of operations | 27,627 | 85.3 | % | 25,703 | 96.7 | % | 1,924 | 7.5 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Operating profit before G&A | $ | 4,750 | 14.7 | % | 889 | 3.3 | % | 3,861 | 434.3 | % | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 13,309 | 12,847 | 462 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized rents & other | 118 | (193) | 311 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net operating income | $ | 18,177 | 56.1 | % | 13,543 | 50.9 | % | 4,634 | 34.2 | % | |||||||||||||||||||||||||||||||||||||||||||
The combined consolidated and unconsolidated pro rata net operating income this year for this segment was $18,177,000, up $4,634,000 or 34% compared to $13,543,000 last year. Most of this increase was from the lease up of Bryant Street, .408 Jackson, and The Verge. These three projects contributed $9,740,000 of pro rata NOI to this segment compared to $5,466,000 in the Development segment last year, an increase of $4,274,000. Same store NOI (Dock, Maren & Riverside) increased $360,000 or 4.5%.
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| Apartment Building | Units | Pro rata NOI 2024 | Pro rata NOI 2023 | Avg. Occupancy 2024 | Avg. Occupancy 2023 | Renewal Success Rate YTD 2024 | Renewal % increase 2024 | ||||||||||||||||
| Dock 79 Anacostia DC | 305 | $3,800,000 | $3,711,000 | 94.2 | % | 94.4 | % | 67.6 | % | 3.4 | % | ||||||||||||
| Maren Anacostia DC | 264 | $3,776,000 | $3,566,000 | 94.3 | % | 95.6 | % | 57.1 | % | 2.6 | % | ||||||||||||
| Riverside Greenville | 200 | $861,000 | $800,000 | 93.3 | % | 94.5 | % | 58.0 | % | 3.1 | % | ||||||||||||
| Bryant Street DC | 487 | $5,793,000 | $4,849,000 | 91.3 | % | 92.9 | % | 58.1 | % | 2.7 | % | ||||||||||||
| .408 Jackson Greenville | 227 | $1,298,000 | $577,000 | 95.0 | % | 59.9 | % | 56.4 | % | 4.7 | % | ||||||||||||
| Verge Anacostia DC | 344 | $2,649,000 | $40,000 | 90.0 | % | 46.7 | % | 68.8 | % | 3.2 | % | ||||||||||||
| Multifamily Segment | 1,827 | $18,177,000 | $13,543,000 | 92.8 | % | 84.5 | % | ||||||||||||||||
Multifamily Segment (Consolidated - Dock & Maren)
| Twelve Months Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2024 | % | 2023 | % | Change | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Lease revenue | $ | 22,096 | 100.0 | % | 21,824 | 100.0 | % | 272 | 1.2 | % | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 7,936 | 35.8 | % | 8,768 | 40.2 | % | (832) | -9.5 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 6,047 | 27.4 | % | 6,285 | 28.8 | % | (238) | -3.8 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Property taxes | 2,288 | 10.4 | % | 2,231 | 10.2 | % | 57 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Cost of operations | 16,271 | 73.6 | % | 17,284 | 79.2 | % | (1,013) | -5.9 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Operating profit before G&A | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 5,825 | 26.4 | % | 4,540 | 20.8 | % | 1,285 | 28.3 | % | ||||||||||||||||||||||||||||||||||||||||||||
Total revenues for our two consolidated joint ventures (Dock & Maren) were $22,096,000, an increase of $272,000 versus $21,824,000 last year. Total operating profit before G&A for the consolidated joint ventures was $5,825,000, an increase of $1,285,000, or 28% versus $4,540,000 last year primarily due to lower depreciation and operating expense. Depreciation decreased as some of the assets became fully depreciated. Operating expenses decreased due to lower maintenance, utilities, insurance and marketing costs.
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Multifamily Segment (Pro rata unconsolidated)
| Twelve Months Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2024 | % | 2023 | % | Change | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Lease revenue | $ | 20,335 | 100.0 | % | 14,700 | 100.0 | % | 5,635 | 38.3 | % | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 8,960 | 44.1 | % | 8,055 | 54.8 | % | 905 | 11.2 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 7,431 | 36.5 | % | 6,194 | 42.1 | % | 1,237 | 20.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Property taxes | 2,335 | 11.5 | % | 1,993 | 13.6 | % | 342 | 17.2 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Cost of operations | 18,726 | 92.1 | % | 16,242 | 110.5 | % | 2,484 | 15.3 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Operating profit before G&A | $ | 1,609 | 7.9 | % | (1,542) | (10.5 | %) | 3,151 | |||||||||||||||||||||||||||||||||||||||||||||
For our four unconsolidated joint ventures, pro rata revenues were $20,335,000, an increase of $5,635,000 or 38% compared to $14,700,000 in the same period last year. Pro rata operating profit before G&A was $1,609,000 versus a loss of $1,542,000 last year, an increase of $3,151,000.
Industrial and Commercial Segment
| Twelve Months Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2024 | % | 2023 | % | Change | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Lease revenue | $ | 5,621 | 100.0 | % | 5,354 | 100.0 | % | 267 | 5.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 1,444 | 25.7 | % | 1,374 | 25.7 | % | 70 | 5.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 803 | 14.3 | % | 653 | 12.2 | % | 150 | 23.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Property taxes | 264 | 4.7 | % | 247 | 4.6 | % | 17 | 6.9 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Cost of operations | 2,511 | 44.7 | % | 2,274 | 42.5 | % | 237 | 10.4 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Operating profit before G&A | $ | 3,110 | 55.3 | % | 3,080 | 57.5 | % | 30 | 1.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 1,444 | 1,374 | 70 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized revenues | (7) | (556) | 549 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net operating income | $ | 4,547 | 80.9 | % | $ | 3,898 | 72.8 | % | $ | 649 | 16.6 | % | |||||||||||||||||||||||||||||||||||||||||
Total revenues in this segment were $5,621,000, up $267,000 or 5%, over last year. Operating profit before G&A was $3,110,000, up $30,000 or 1% from $3,080,000 last year. Revenues and operating profit are up because of full occupancy at 1841 62nd Street (which had only $11,000 of revenue in the first quarter last year) and the addition of 1941 62nd Street to this segment in March 2023 less $222,000 of allowance for uncollectible revenue on one tenant in the process of eviction. We were 95.6% leased and occupied during 2024 inclusive of the uncollectable space leased. Net operating income in this segment was $4,547,000, up $649,000 or 17% compared to last year partially due to $549,000 more unrealized rental revenue in the prior year due to rent abatements that expired in 2023.
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Mining Royalty Lands Segment Results
| Twelve Months Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2024 | % | 2023 | % | Change | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Mining royalty and rent revenue | $ | 12,852 | 100.0 | % | 12,527 | 100.0 | % | 325 | 2.6 | % | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 636 | 5.0 | % | 497 | 4.0 | % | 139 | 28.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 69 | 0.5 | % | 68 | 0.5 | % | 1 | 1.5 | |||||||||||||||||||||||||||||||||||||||||||||
| Property taxes | 294 | 2.3 | % | 428 | 3.4 | % | (134) | -31.3 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Cost of operations | 999 | 7.8 | % | 993 | 7.9 | % | 6 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Operating profit before G&A | $ | 11,853 | 92.2 | % | 11,534 | 92.1 | % | 319 | 2.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 636 | 497 | 139 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized revenues | 1,907 | (311) | 2,218 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net operating income | $ | 14,396 | 112.0 | % | $ | 11,720 | 93.6 | % | $ | 2,676 | 22.8 | % | |||||||||||||||||||||||||||||||||||||||||
Total revenues in this segment were $12,852,000, an increase of $325,000 or 3% versus $12,527,000 last year despite a 3% decrease in royalty tons sold compared to 2023. Royalty revenues were impacted by the deduction of royalties to resolve an $842,000 overpayment. During the year, the tenant withheld $619,000 in royalties otherwise due to the Company with the remainder ($223,000) withheld in the fourth quarter of 2023. There are no further amounts to be withheld moving forward. Total operating profit before G&A in this segment was $11,853,000, an increase of $319,000 versus $11,534,000 last year. Net operating income in this segment was $14,396,000, up $2,676,000 or 23% compared to last year mostly due to a one-time, minimum royalty payment at one location which is straight-lined across the estimated remaining 20 year life of the lease for GAAP revenue purposes.
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Development Segment Results
| Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2024 | 2023 | Change | |||||||||||||||||||||||||||||||||||||||||
| Lease revenue | $ | 1,205 | 1,801 | (596) | ||||||||||||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 171 | 182 | (11) | |||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 251 | 358 | (107) | |||||||||||||||||||||||||||||||||||||||||
| Property taxes | 591 | 744 | (153) | |||||||||||||||||||||||||||||||||||||||||
| Cost of operations | 1,013 | 1,284 | (271) | |||||||||||||||||||||||||||||||||||||||||
| Operating profit before G&A | $ | 192 | 517 | (325) | ||||||||||||||||||||||||||||||||||||||||
With respect to ongoing Development Segment projects:
▪We entered into two new joint venture agreements in early 2024 with Altman Logistics Properties (formerly doing business as BBX Logistics). The first joint venture is a 200,000 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a 182,000 square-foot warehouse redevelopment project in Broward County, FL. We anticipate construction to start on both projects in the second quarter of 2025.
▪Last summer we broke ground on a new speculative warehouse project in Aberdeen, MD on Chelsea Road. This Class A, 258,000 square foot building is due to be completed in the 2nd quarter of 2025.
▪We are the principal capital source to develop 344 residential lots on 110 acres in Harford County, MD. We have funded $26.5 million of our $31.1 million total commitment. A national homebuilder is under contract to purchase all 222 townhome lots and 122 single family lots. At year end, 100 lots have been sold and $15.3 million of preferred interest and principal has been returned to the Company of which $4.0 million was booked as profit to the Company.
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 December 31, 2024, we had $148,620,000 of cash and cash equivalents. As of December 31, 2024 we had no debt borrowed under our $35 million Wells Fargo revolver, $548,000 outstanding under letters of credit and $34,452,000 available to borrow under the revolver. 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.
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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):
| Twelve Months Ended December 31, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| Total cash provided by (used for): | |||||||||||||||||
| Operating activities | $ | 28,986 | 32,971 | ||||||||||||||
| Investing activities | (50,621) | (48,747) | |||||||||||||||
| Financing activities | 12,700 | (4,166) | |||||||||||||||
| Increase (decrease) in cash and cash equivalents | $ | (8,935) | (19,942) | ||||||||||||||
| Outstanding debt at the beginning of the period | 178,705 | 178,557 | |||||||||||||||
| Outstanding debt at the end of the period | 178,853 | 178,705 | |||||||||||||||
Operating Activities - Net cash provided by operating activities for the year ended December 31, 2024 was $28,986,000 versus $32,971,000 last year. Income and NOI increased substantially but net cash provided by operating activities of the Company excludes the unconsolidated joint ventures where much of the increase occurred. In addition, income tax payments increased $1,863,000 and accounts payable and accrued liabilities in the prior year increased $3,028,000 primarily due to the phase of construction of our latest warehouse.
Investing Activities - Net cash used in investing activities for the year ended December 31, 2024 was $50,621,000 versus $48,747,000 in the same period last year. The $1.9 million increase was primarily due to a $40.0 million increase in property due to $31.7 million invested by the Company and Altman Logistics Properties (formerly doing business as BBX Logistics) in the consolidated warehouse joint ventures and active Company warehouse construction mostly offset by a $30.3 million decrease in investments in joint ventures due to lower capital calls and lending activity, and an $8.0 million increase in return of capital from joint ventures due to permanent financing at .408 Jackson and higher lending venture returns.
Financing Activities – Net cash provided by financing activities was $12,700,000 versus $4,166,000 required in the same period last year primarily due to $15.7 million of contributions from Altman Logistics Properties (formerly doing business as BBX Logistics) toward our consolidated partnerships versus the same period last year including $2.0 million repurchase of stock partially offset by the exercise of employee stock options.
Credit Facilities - On December 22, 2023, the Company entered into a 2023 Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A. (“Wells Fargo”). The Credit Agreement modifies the Company’s prior $20 million Credit Agreement with Wells Fargo, dated January 30, 2015. The Credit Agreement establishes a three-year revolving credit facility with a maximum facility amount of $35 million. The interest rate under the Credit Agreement will be 2.25% over Daily Simple SOFR. A commitment fee of 0.35% per annum is payable quarterly on the unused portion of the commitment. The credit agreement contains certain conditions and financial covenants, including a minimum tangible net worth and dividend restriction. As of December 31, 2024, these covenants would have limited our ability to pay dividends to a maximum of $105 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
55
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 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.
On July 25, 2022 the Greenville partnership at Riverside secured a $32,000,000 loan with a fixed rate of 4.92% from Synovus Bank, replacing the $22,800,000 loan with Truist Bank. It is an eight year loan maturing July 25, 2030. The term coincides with when the Opportunity Zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven.
On December 4, 2023 the Bryant Street partnership secured a $110,000,000 loan with a floating rate equal to SOFR plus 2.9% from Rialto Capital Management, replacing the $132,000,000 loan with Capital One. It is a three year loan with two one-year extensions. A SOFR rate cap was secured at 5.35% from Chatham Financial creating an effective interest rate ceiling of 8.25%. The loan has a floor interest rate of 6.90%. FRP will look to secure a fixed permanent loan in the future when interest rates are more favorable.
On January 30, 2024 the Greenville partnership at .408 Jackson secured a $49,450,000 loan with a fixed rate of 5.59% from Fannie Mae, replacing the $36,000,000 loan with First National Bank. It is a seven year loan maturing February 1, 2031. The interest rate was favorable given the current market conditions and the term coincides with when the Opportunity Zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven. As a result of refinancing, the Company received a $5 million return of capital.
On April 25, 2024 the Verge partnership secured a $68,862,000 loan with a fixed rate of 5.72% from Fannie Mae, replacing the $72,823,000 loan with Truist Bank. It is a seven year loan maturing May 1, 2031. The Opportunity Zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven.
Cash Requirements – The Company expects to invest $62 million into our existing real estate holdings and joint ventures during 2025 and $153 million beyond 2025 for projects currently in our pipeline, with such capital being funded from cash and investments on hand, cash generated from operations, property sales, distributions from joint ventures, or borrowings through credit facilities.
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. For ease of comparison all the figures in the tables below include the results for Bryant Street, .408 Jackson, and The Verge in the Multifamily segment for all periods shown.
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Pro Rata Net Operating Income Reconciliation
Twelve months ended 12/31/24 (in thousands)
| Industrial and Commercial Segment | Development Segment | Multifamily Segment | Mining Royalties Segment | Unallocated Corporate Expenses | FRP Holdings Totals | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 1,459 | (3,098) | (5,708) | 8,219 | 5,588 | 6,460 | ||||||||||||||||||||||||||||||||||||||||||||||
| Income tax allocation | 448 | (952) | (1,764) | 2,525 | 1,772 | 2,029 | |||||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 1,907 | (4,050) | (7,472) | 10,744 | 7,360 | 8,489 | |||||||||||||||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized rents | 7 | — | — | — | — | 7 | |||||||||||||||||||||||||||||||||||||||||||||||
| Gain on sale of real estate | — | — | — | 182 | — | 182 | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | — | 3,574 | — | — | 7,538 | 11,112 | |||||||||||||||||||||||||||||||||||||||||||||||
| Plus: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized rents | — | — | 10 | 1,907 | — | 1,917 | |||||||||||||||||||||||||||||||||||||||||||||||
| Professional fees | — | — | 85 | — | — | 85 | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity in loss of joint ventures | — | 2,049 | 9,266 | 44 | — | 11,359 | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | — | — | 2,972 | — | 178 | 3,150 | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation/amortization | 1,444 | 171 | 7,936 | 636 | — | 10,187 | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | 1,203 | 5,767 | 1,059 | 1,247 | — | 9,276 | |||||||||||||||||||||||||||||||||||||||||||||||
| — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net operating income (loss) | 4,547 | 363 | 13,856 | 14,396 | — | 33,162 | |||||||||||||||||||||||||||||||||||||||||||||||
| NOI of noncontrolling interest | — | — | (6,326) | — | — | (6,326) | |||||||||||||||||||||||||||||||||||||||||||||||
| Pro rata NOI from unconsolidated joint ventures | — | 656 | 10,647 | — | — | 11,303 | |||||||||||||||||||||||||||||||||||||||||||||||
| Pro rata net operating income | $ | 4,547 | 1,019 | 18,177 | 14,396 | — | 38,139 | ||||||||||||||||||||||||||||||||||||||||||||||
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Pro Rata Net Operating Income Reconciliation
Twelve months ended 12/31/23 (in thousands)
| Industrial/ Commercial Segment | Development Segment | Multifamily Segment | Mining Royalties Segment | Unallocated Corporate Expenses | FRP Holdings Totals | ||||||||||||||||||||||||||||||
| Net Income (loss) | $ | 1,285 | (8,043) | (848) | 7,682 | 4,806 | 4,882 | ||||||||||||||||||||||||||||
| Income Tax Allocation | 477 | (2,983) | (158) | 2,848 | 1,332 | 1,516 | |||||||||||||||||||||||||||||
| Income (loss) before income taxes | 1,762 | (11,026) | (1,006) | 10,530 | 6,138 | 6,398 | |||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Unrealized rents | 556 | — | 10 | 311 | — | 877 | |||||||||||||||||||||||||||||
| Gain on sale of real estate and other income | — | — | 46 | 10 | — | 56 | |||||||||||||||||||||||||||||
| Interest income | — | 4,712 | — | — | 6,185 | 10,897 | |||||||||||||||||||||||||||||
| Plus: | |||||||||||||||||||||||||||||||||||
| Loss on sale of real estate | 2 | — | 1 | — | — | 3 | |||||||||||||||||||||||||||||
| Equity in loss of Joint Ventures | — | 11,397 | 500 | 40 | — | 11,937 | |||||||||||||||||||||||||||||
| Professional fees - other | — | — | 60 | — | — | 60 | |||||||||||||||||||||||||||||
| Interest Expense | — | — | 4,268 | — | 47 | 4,315 | |||||||||||||||||||||||||||||
| Depreciation/Amortization | 1,374 | 182 | 8,768 | 497 | — | 10,821 | |||||||||||||||||||||||||||||
| Management Co. Indirect | 529 | 2,471 | 444 | 525 | — | 3,969 | |||||||||||||||||||||||||||||
| Allocated Corporate Expenses | 787 | 2,387 | 379 | 449 | — | 4,002 | |||||||||||||||||||||||||||||
| Net Operating Income | 3,898 | 699 | 13,358 | 11,720 | — | 29,675 | |||||||||||||||||||||||||||||
| NOI of noncontrolling interest | — | — | (6,081) | — | — | (6,081) | |||||||||||||||||||||||||||||
Pro rata NOI from unconsolidated joint ventures | — | 5,846 | 800 | — | — | 6,646 | |||||||||||||||||||||||||||||
| Pro rata net operating income | $ | 3,898 | 6,545 | 8,077 | 11,720 | — | 30,240 | ||||||||||||||||||||||||||||
OFF-BALANCE SHEET ARRANGEMENTS
The Company has outstanding letters of credit described above under “Liquidity and Capital Resources.” The Company has guaranteed debt as described in Note 12 Contingent Liabilities. The Company's unconsolidated Joint Ventures have debt as scheduled under “Investments in Joint Ventures”. The Company does not have any other off-balance sheet arrangements that either have, or are reasonably likely to have, a current or future material effect on its financial condition.
CRITICAL ACCOUNTING POLICIES
Management of the Company considers the following accounting policies critical to the reported operations of the Company:
Accounts Receivable and Unrealized Rents Valuation. The Company is subject to customer credit risk that could affect the collection of outstanding accounts receivable and unrealized rents, that is rents recorded on a straight-lined basis. To mitigate these risks, the Company performs credit reviews on all new customers and periodic credit reviews on existing customers. A detailed analysis of late and slow pay customers is prepared monthly and reviewed by senior management. The overall collectability of outstanding receivables and straight-lined rents is evaluated and allowances are recorded as appropriate. Significant changes in customer credit could require increased allowances and affect cash flows.
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Net Real Estate Investments and Impairment of Assets. Net real estate investments are recorded at cost less accumulated depreciation and depletion. Depletion expense of is computed on the basis of units of production in relation to estimated sand and stone deposits. Provision for depreciation of Net real estate investments is computed using the straight-line method based on the following estimated useful lives:
| Years | |||||
| Buildings and improvements | 3-39 | ||||
The Company periodically reviews net real estate investments for potential impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. This review consists of comparing cap rates on recent cash flows and market value estimates to the carrying values of each asset group. If this review indicates the carrying value might exceed fair value then an estimate of future cash flows for the remaining useful life of each property is prepared considering anticipated vacancy, lease rates, and any future capital expenditures. Changes in estimates or assumptions could have an impact on the Company’s financials.
All direct and indirect costs, including interest and real estate taxes, associated with the development, construction, leasing or expansion of real estate investments are capitalized as a development cost of the property. Included in indirect costs is an estimate of internal costs associated with development and rental of real estate investments. Changes in estimates or assumptions could have an impact on the Company’s financials.
Accounting for Real Estate Investments. The Company accounts for its real estate investments which are not wholly owned using either the cost method, the equity method or by consolidation with related non-controlling interest. Consolidation is required if the Company controls an investment and is the primary beneficiary. Equity method is required when the Company has significant influence over the operating and financial policies of the investment but is not in control or not the primary beneficiary. Cost method applies when the Company does not have significant influence of the operating and financial policies. Significant judgment is required and regular review as the facts change.
Income Taxes. The Company accounts for income taxes under the asset-and-liability method. Deferred tax assets and liabilities represent items that will result in taxable income or a tax deduction in future years for which the related tax expense or benefit has already been recorded in our statement of earnings. Deferred tax accounts arise as a result of timing differences between when items are recognized in the Consolidated Financial Statements compared with when they are recognized in the tax returns. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income. To the extent recovery is not probable, a valuation allowance is established and included as an expense as part of our income tax provision. No valuation allowance was recorded at December 31, 2024, as all deferred tax assets are considered more likely than not to be realized. Significant judgment is required in determining and assessing the impact of complex tax laws and certain tax-related contingencies on the provision for income taxes. As part of the calculation of the provision for income taxes, we assess whether the benefits of our tax positions are at least more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, we accrue the largest amount of the benefit that is more likely than not of being sustained in our consolidated financial statements. Such accruals require estimates and judgments, whereby actual results could vary materially from these estimates. Further, a number of years may elapse before a particular matter, for which an established accrual was made, is audited and resolved.
INFLATION
Most of the Company’s operating expenses are inflation-sensitive, with inflation generally producing increased costs of operations. Substantially all of the Company’s royalty agreements are based on a percentage of the sales price of the related mined items. Substantially all lease agreements provide escalation provisions.
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CONSOLIDATED STATEMENTS OF INCOME – Years ended December 31
(in thousands, except per share amounts)
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Revenues: | |||||||||||||||||
| Lease revenue | $ | ||||||||||||||||
| Mining Royalty and rents | |||||||||||||||||
| Total Revenues | |||||||||||||||||
| Cost of operations: | |||||||||||||||||
| Depreciation, depletion and amortization | |||||||||||||||||
| Operating expenses | |||||||||||||||||
| Property taxes | |||||||||||||||||
| General and administrative | |||||||||||||||||
| Total cost of operations | |||||||||||||||||
| Total operating profit | |||||||||||||||||
| Net investment income | |||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Equity in loss of joint ventures | ( | ( | ( | ||||||||||||||
| Gain on sale of real estate and other income | |||||||||||||||||
| Income before income taxes | |||||||||||||||||
| Provision for income taxes | |||||||||||||||||
| Net income | |||||||||||||||||
| (Loss) gain attributable to noncontrolling interest | ( | ( | |||||||||||||||
| Net income attributable to the Company | $ | ||||||||||||||||
| Earnings per common share: | |||||||||||||||||
| Net Income attributable to the Company - | |||||||||||||||||
| Basic | $ | ||||||||||||||||
| Diluted | $ | ||||||||||||||||
| Number of shares (in thousands) used in computing: | |||||||||||||||||
| -basic earnings per common share | |||||||||||||||||
| -diluted earnings per common share | |||||||||||||||||
See accompanying notes.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – Years ended December 31
(In thousands)
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Net income | $ | ||||||||||||||||
| Other comprehensive income (loss) net of tax: | |||||||||||||||||
Unrealized gain (loss) on investments, net of income tax effect of $ | ( | ||||||||||||||||
Minimum pension liability, net of income tax effect of $( | ( | ( | ( | ||||||||||||||
| Comprehensive income | $ | ||||||||||||||||
| Less comp. income (loss) attributable to noncontrolling interest | ( | ( | |||||||||||||||
| Comprehensive income attributable to the Company | $ | ||||||||||||||||
See accompanying notes.
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CONSOLIDATED BALANCE SHEETS – As of December 31
(In thousands, except share data)
| Assets: | December 31, 2024 | December 31, 2023 | |||||||||
| Real estate investments at cost: | |||||||||||
| Land | $ | ||||||||||
| Buildings and improvements | |||||||||||
| Projects under construction | |||||||||||
| Total investments in properties | |||||||||||
| Less accumulated depreciation and depletion | |||||||||||
| Net investments in properties | |||||||||||
| Real estate held for investment, at cost | |||||||||||
| Investments in joint ventures | |||||||||||
| Net real estate investments | |||||||||||
| Cash and cash equivalents | |||||||||||
| Cash held in escrow | |||||||||||
| Accounts receivable, net | |||||||||||
| Federal and state income taxes receivable | |||||||||||
| Unrealized rents | |||||||||||
| Deferred costs | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | ||||||||||
| Liabilities: | |||||||||||
| Secured notes payable | $ | ||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Other liabilities | |||||||||||
| Federal and state income taxes payable | |||||||||||
| Deferred revenue | |||||||||||
| Deferred income taxes | |||||||||||
| Deferred compensation | |||||||||||
| Tenant security deposits | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Equity: | |||||||||||
Common stock, $ | |||||||||||
| Capital in excess of par value | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income, net | |||||||||||
| Total shareholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | ||||||||||
See accompanying notes.
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CONSOLIDATED STATEMENTS OF CASH FLOWS – Years ended December 31
(In thousands)
| 2024 | 2023 | 2022 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income | $ | ||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation, depletion and amortization | |||||||||||||||||
| Deferred income taxes | ( | ||||||||||||||||
| Equity in loss of joint ventures | |||||||||||||||||
| Gain on sale of equipment and property | ( | ( | ( | ||||||||||||||
| Stock-based compensation | |||||||||||||||||
| Net changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable | ( | ( | |||||||||||||||
| Deferred costs and other assets | ( | ( | |||||||||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||||||||
| Income taxes payable and receivable | ( | ||||||||||||||||
| Other long-term liabilities | ( | ( | |||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Investments in properties | ( | ( | ( | ||||||||||||||
| Investments in joint ventures | ( | ( | ( | ||||||||||||||
| Return of capital from investments in joint ventures | |||||||||||||||||
| Proceeds from sales of investments available for sale | |||||||||||||||||
| Cash held in escrow | ( | ( | ( | ||||||||||||||
| Proceeds from sale of assets | |||||||||||||||||
| Net cash (used in) provided by investing activities | ( | ( | ( | ||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Contribution from noncontrolling interest | |||||||||||||||||
| Distribution to noncontrolling interests | ( | ( | ( | ||||||||||||||
| Repurchase of Company stock | ( | ||||||||||||||||
| Exercise of employee stock options | |||||||||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ( | |||||||||||||||
| Cash and cash equivalents at beginning of year | |||||||||||||||||
| Cash and cash equivalents at end of the year | $ | ||||||||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||||||||
| Cash paid (received) during the year for: | |||||||||||||||||
| Interest | $ | ||||||||||||||||
| Income taxes | $ | ( | |||||||||||||||
See accompanying notes.
63
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except share amounts)
| Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumu- lated Other Compre- hensive Income, net of tax | Total Share Holders’ Equity | Non- Controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2022 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock option grant compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Restricted stock compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares granted to Employee | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Shares granted to Directors | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock award | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted stock award | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Contributions from partner | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Reallocation of partners’ interest | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Reallocation income tax expense | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to partners | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Minimum pension liability, net | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized loss on investment, net | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock option grant compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Restricted stock compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares granted to Employee | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Shares granted to Directors | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock award | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares purchased and cancelled | ( | ( | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Distributions to partners | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Minimum pension liability, net | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized gains on investment, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock option grant compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Restricted stock compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares granted to Directors | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock award | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Contributions from partner | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions to partners | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Minimum pension liability, net | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized gains on investment, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting Policies.
ORGANIZATION - FRP Holdings, Inc. (the “Company” or "FRP") was incorporated on April 22, 2014 in connection with a corporate reorganization that preceded the Spin-off of Patriot Transportation Holding, Inc. The Company’s predecessor issuer was formed on July 20, 1988. FRP is a holding company engaged in various real estate businesses. The segments of the Company include: (i) leasing and management of industrial and commercial properties (the “Industrial and Commercial Segment”), (ii) leasing and management of mining royalty land owned by the Company (the “Mining Royalty Lands Segment”), (iii) real property acquisition, entitlement, development and construction primarily for apartment, retail, industrial, and office (the “Development Segment”), (iv) management of mixed-use residential/retail properties owned through our joint ventures (the “Multifamily Segment”). Our investments in real estate partnerships not wholly owned by FRP which are conducted through limited liability corporations (“LLC”) are also referred to as joint ventures.
COMMON STOCK SPLIT - On April 12, 2024, the Company effected a 2 -for-1 forward split of its common stock in the nature of a dividend. All share and per share information, including share-based compensation, throughout this report have been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $.10
CONSOLIDATION - The accompanying consolidated financial statements include the accounts of FRP Holdings, Inc. inclusive of our wholly owned operating real estate subsidiaries, FRP Development Corp., Florida Rock Properties, Inc., and consolidated partnerships Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, Lakeland Logistics Park Venture, LLC, and Davie Logistics Park Venture, LLC. Investments in real estate joint ventures not controlled by the Company are accounted for under the equity or cost method of accounting as appropriate (See Note 2). All significant intercompany balances and transactions are eliminated in the consolidated financial statements.
The Company consolidates properties that are wholly-owned and joint ventures where it owns less than 100% but has control over the activities most important to the overall success of the partnership. Control is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities. For joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. The ownership of our partners in the joint ventures that the Company consolidates is accounted for as noncontrolling interests on the consolidated financial statements.
Our investments accounted for under the equity method of accounting are detailed in Note 2. Our ownership of Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, Lakeland Logistics Park Venture, LLC, and Davie Logistics Park Venture, LLC includes a non-controlling interest representing the ownership of our partners.
CASH AND CASH EQUIVALENTS - The Company considers all Treasury bills available for sale regardless of maturity and other highly liquid debt instruments with maturities of three months or less at time of purchase to be cash equivalents. Bank overdrafts consist of outstanding checks not yet presented to a bank for settlement, net of cash held in accounts with right of offset.
INVESTMENTS AVAILABLE FOR SALE - The Company determines the appropriate classification of its investments in debt securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities are classified as held to maturity when the Company has the positive intent and ability to
65
hold the securities to maturity. Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt securities not classified as held to maturity or as trading, are classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in the Consolidated Statements of Comprehensive Income. The fair value of securities is determined using quoted market prices. At December 31, 2024 and 2023, no
REVENUE AND EXPENSE RECOGNITION - Lease revenues are generally recognized when earned under the leases and are considered collectable. Rental income from leases with scheduled increases or other incentives during their term is recognized on a straight-line basis over the term of the lease. Reimbursements of expenses, when provided in the lease, are recognized in the period that the expenses are incurred.
Mining royalty revenues are recognized when the performance obligation is satisfied which is when the sand or stone mined and processed by the lessee is sold and removed from the property. Our typical mining lease requires the tenant to pay the Company a monthly royalty in arrears based on the number of tons of mined materials sold from our mining property multiplied by a percentage of the average annual sales price per ton sold from the prior fiscal year. In certain locations, typically where the sand and stone deposits on the property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount but this is not the predominant component of mining royalties revenues. As such both mining royalty revenues and minimum annual rents are recognized as revenues from contracts with customers. Mining royalty revenues accounts receivable were $647,000 , $465,000 and $618,000 at December 31, 2024, 2023 and 2022 respectively and there were no receivables from minimum rents. Mining royalties deferred revenue liabilities were $1,908,000 , $325,000 and $47,000 at December 31, 2024, 2023 and 2022 respectively.
Sales of real estate are recognized when the collection of the sales price is reasonably assured and when the Company has fulfilled substantially all of its obligations, which are typically as of the closing date.
Accounts receivable are recorded net of discounts and provisions for estimated allowances. We estimate allowances on an ongoing basis by considering historical and current trends. We record estimated bad debts expense as a reduction of lease revenue. We estimate the net collectibility of our accounts receivable and establish an allowance for doubtful accounts based upon this assessment. Specifically, we analyze the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms.
PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost less accumulated depreciation and depletion. Provision for depreciation of property, plant and equipment is computed using the straight-line method based on the following estimated useful lives:
| Years | |||||
| Building and improvements | |||||
Depletion expense is computed on the basis of units of production in relation to estimated sand and stone deposits.
Remaining sand and stone deposit estimates are periodically adjusted based upon surveys.
The Company recorded depreciation and depletion expenses for fiscal year 2024, 2023 and 2022, of $10,004,000 , $10,668,000 and $10,618,000 , respectively.
All direct and indirect costs, including interest and real estate taxes, associated with the development, construction, leasing or expansion of real estate investments are capitalized as a cost of the property. Included in indirect costs is an allocation of internal costs associated with development of real estate investments. The cost of routine repairs and maintenance to property and equipment is expensed as incurred.
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IMPAIRMENT OF LONG-LIVED ASSETS – The Company reviews its long-lived assets, which include property and equipment and purchased intangible assets subject to amortization for potential impairment annually or whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. This review consists of comparing cap rates on recent cash flows and market value estimates to the carrying values of each asset group. If this review indicates the carrying value might exceed fair value then an estimate of future cash flows for the remaining useful life of each property is prepared considering anticipated vacancy, lease rates, and any future capital expenditures.
DEVELOPED PROPERTY RENTALS PURCHASE ACCOUNTING – Acquisitions of rental property, including any associated intangible assets, are measured at fair value at the date of acquisition. Any liabilities assumed or incurred are recorded at their fair value at the time of acquisition. The fair value of the acquired property is allocated between land and building (on an as-if vacant basis) based on management’s estimate of the fair value of those components for each type of property and to tenant improvements based on the depreciated replacement cost of the tenant improvements, which approximates their fair value. The fair value of the in-place leases is recorded as follows:
•the fair value of leases in-place on the date of acquisition is based on absorption costs for the estimated lease-up period in which vacancy and foregone revenue are avoided due to the presence of the acquired leases;
•the fair value of above and below-market in-place leases based on the present value (using a discount rate that reflects the risks associated with the acquired leases) of the difference between contractual rent amounts to be paid under the assumed lease and the estimated market lease rates for the corresponding spaces over the remaining non-cancelable terms of the related leases; and
•the fair value of intangible tenant or customer relationships.
The Company’s determination of these fair values requires it to estimate market rents for each of the leases and make certain other assumptions. These estimates and assumptions affect the rental revenue, and depreciation and amortization expense recognized for these leases and associated intangible assets and liabilities.
INVESTMENTS IN JOINT VENTURES - The Company uses the equity method to account for its investments in Brooksville, BC FRP Realty, Estero, FRP/MRP Buzzard Point Sponsor, and Greenville/Woodfield, in which it has a voting interest of 50 50
INCOME TAXES - Deferred tax assets and liabilities are recognized based on differences between financial statement and tax bases of assets and liabilities using presently enacted tax rates. Deferred income taxes result from temporary differences between pre-tax income reported in the financial statements and taxable income. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit. The second step is to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the amounts rely upon the determination of the
67
probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law and expiration of statutes of limitations, effectively settled issues under audit, and audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. It is the Company's policy to recognize as additional income tax expense the items of interest paid and penalties directly related to income taxes.
STOCK BASED COMPENSATION – The Company accounts for compensation related to share based plans by recognizing the grant date fair value of stock options and other equity-based compensation issued to employees in its income statement over the requisite employee service period using the straight-line attribution model. In addition, compensation expense must be recognized for the change in fair value of any awards modified, repurchased or cancelled after the grant date. The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used in the model and current year impact are discussed in Note 7.
DEFERRED COMPENSATION PLAN - The Company has a deferred compensation plan, the Management Security Plan (MSP) for our former President. The accruals for future benefits are based upon actuarial assumptions.
EARNINGS PER COMMON SHARE - Basic earnings per common share are based on the weighted average number of common shares outstanding during the periods. Diluted earnings per common share are based on the weighted average number of common shares and potential dilution of securities that could share in earnings. The differences between basic and diluted shares used for the calculation are the effect of employee and director stock options and restricted stock.
USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Certain accounting policies and estimates are of more significance in the financial statement preparation process than others. The most critical accounting policies and estimates include the economic useful lives of our estimated remaining sand and stone deposits, property and equipment, provisions for uncollectible accounts receivable and collectibility of unrealized rents, accounting for real estate investments, estimates of exposures related to our insurance claims plans and environmental liabilities, and estimates for taxes. To the extent that actual, final outcomes are different than these estimates, or that additional facts and circumstances result in a revision to these estimates, earnings during that accounting period will be affected.
ENVIRONMENTAL - Environmental expenditures that benefit future periods are capitalized. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded for the estimated amount of expected environmental assessments and/or remedial efforts. Estimation of such liabilities includes an assessment of engineering estimates, continually evolving governmental laws and standards, and potential involvement of other potentially responsible parties.
COMPREHENSIVE INCOME – Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) refers to expenses, gains, and losses that are not included in net income, but rather are recorded directly in shareholders’ equity.
RECENTLY ISSUED ACCOUNTING STANDARDS – In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023 - 07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which requires disclosure of the significant segment expense categories that are regularly provided to the chief operating decision maker (CODM) and disclosure of
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the individual or committee identified as the CODM beginning with our 10-K for 2024. We adopted this ASU retrospectively on December 31, 2024. Refer to Note 10, Business Segments for the inclusion of the new required disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires additional information about the effective tax rate reconciliation and income taxes paid beginning with our 10-K for 2025. We are evaluating the impact of this standard on our income tax disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including employee compensation, depreciation, and amortization, within relevant income statement captions. The ASU is effective beginning with our 10-K for 2027. We are evaluating the impact of this standard on our disclosures.
2. 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.
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The following table summarizes the Company’s investments in unconsolidated joint ventures (in thousands):
| Common Ownership | Total Investment | Total Assets of The Partnership | Profit (Loss) Of the Partnership | The Company's Share of Profit (Loss) of the Partnership (1) | |||||||||||||||||||||||||
| As of December 31, 2024 | |||||||||||||||||||||||||||||
| Brooksville Quarry, LLC | % | $ | ( | ( | |||||||||||||||||||||||||
| BC FRP Realty, LLC | % | ( | ( | ||||||||||||||||||||||||||
| Buzzard Point Sponsor, LLC | % | ||||||||||||||||||||||||||||
| Bryant Street Partnerships | % | ( | ( | ||||||||||||||||||||||||||
| Lending ventures | |||||||||||||||||||||||||||||
| Estero Partnership | % | ||||||||||||||||||||||||||||
| Verge Partnership | % | ( | ( | ||||||||||||||||||||||||||
| Greenville Partnerships | % | ( | ( | ||||||||||||||||||||||||||
| Total | $ | ( | ( | ||||||||||||||||||||||||||
| As of December 31, 2023 | |||||||||||||||||||||||||||||
| Brooksville Quarry, LLC | % | $ | ( | ( | |||||||||||||||||||||||||
| BC FRP Realty, LLC | % | ( | ( | ||||||||||||||||||||||||||
| Buzzard Point Sponsor, LLC | % | ||||||||||||||||||||||||||||
| Bryant Street Partnerships | % | ( | ( | ||||||||||||||||||||||||||
| Lending ventures | |||||||||||||||||||||||||||||
| Estero Partnership | % | ||||||||||||||||||||||||||||
| Verge Partnership | % | ( | ( | ||||||||||||||||||||||||||
| Greenville Partnerships | % | ( | ( | ||||||||||||||||||||||||||
| Total | $ | ( | ( | ||||||||||||||||||||||||||
The Company completed negotiations with MRP concerning the ownership adjustment related to the Bryant Street stabilization and conversion of FRP preferred equity to common equity resulting in FRP ownership of 72.10 % effective in 2024 compared to 61.36 % prior ownership. See Note 12 regarding debt guarantee gain included in the Company's share of loss of Bryant Street Partnership in 2023.
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The major classes of assets, liabilities and equity of the Company’s unconcolidated partnerships as of December 31, 2024, are summarized in the following two tables (in thousands):
| As of December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Buzzard Point Sponsor, LLC | Bryant Street Partnership | Estero Partnership | Verge Partnership | Greenville Partnership | Total Multifamily | ||||||||||||||||||||||||||||||
| Investments in real estate, net | $ | $ | |||||||||||||||||||||||||||||||||
| Cash and restricted cash | |||||||||||||||||||||||||||||||||||
| Unrealized rents & receivables | |||||||||||||||||||||||||||||||||||
| Deferred costs | |||||||||||||||||||||||||||||||||||
| Total Assets | $ | $ | |||||||||||||||||||||||||||||||||
| Secured notes payable | $ | $ | |||||||||||||||||||||||||||||||||
| Other liabilities | |||||||||||||||||||||||||||||||||||
| Capital – FRP | |||||||||||||||||||||||||||||||||||
| Capital – Third Parties | |||||||||||||||||||||||||||||||||||
| Total Liabilities and Capital | $ | $ | |||||||||||||||||||||||||||||||||
| As of December 31, 2024 | |||||||||||||||||||||||||||||
| Brooksville Quarry, LLC | BC FRP Realty, LLC | Lending Ventures | Total Multifamily | Grand Total | |||||||||||||||||||||||||
| Investments in real estate, net | $ | $ | |||||||||||||||||||||||||||
| Cash and restricted cash | |||||||||||||||||||||||||||||
| Unrealized rents & receivables | |||||||||||||||||||||||||||||
| Deferred costs | |||||||||||||||||||||||||||||
| Total Assets | $ | $ | |||||||||||||||||||||||||||
| Secured notes payable | $ | ( | $ | ||||||||||||||||||||||||||
| Other liabilities | |||||||||||||||||||||||||||||
| Capital – FRP | |||||||||||||||||||||||||||||
| Capital - Third Parties | |||||||||||||||||||||||||||||
| Total Liabilities and Capital | $ | $ | |||||||||||||||||||||||||||
The Company’s capital recorded by the unconsolidated Joint Ventures is $5,460,000 less than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due primarily to capitalized interest.
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The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of December 31, 2023 are summarized in the following two tables (in thousands):
| As of December 31, 2023 | |||||||||||||||||||||||||||||||||||
| Buzzard Point Sponsor, LLC | Bryant Street Partnership | Estero Partnership | Verge Partnership | Greenville Partnership | Total Multifamily | ||||||||||||||||||||||||||||||
| Investments in real estate, net | $ | $ | |||||||||||||||||||||||||||||||||
| Cash and restricted cash | |||||||||||||||||||||||||||||||||||
| Unrealized rents & receivables | |||||||||||||||||||||||||||||||||||
| Deferred costs | |||||||||||||||||||||||||||||||||||
| Total Assets | $ | $ | |||||||||||||||||||||||||||||||||
| Secured notes payable | $ | $ | |||||||||||||||||||||||||||||||||
| Other liabilities | |||||||||||||||||||||||||||||||||||
| Capital – FRP | |||||||||||||||||||||||||||||||||||
| Capital – Third Parties | |||||||||||||||||||||||||||||||||||
| Total Liabilities and Capital | $ | $ | |||||||||||||||||||||||||||||||||
| As of December 31, 2023 | |||||||||||||||||||||||||||||
| Brooksville Quarry, LLC | BC FRP Realty, LLC | Lending Ventures | Multifamily | Grand Total | |||||||||||||||||||||||||
| Investments in real estate, net | $ | $ | |||||||||||||||||||||||||||
| Cash and restricted cash | |||||||||||||||||||||||||||||
| Unrealized rents & receivables | |||||||||||||||||||||||||||||
| Deferred costs | |||||||||||||||||||||||||||||
| Total Assets | $ | $ | |||||||||||||||||||||||||||
| Secured notes payable | $ | ( | $ | ||||||||||||||||||||||||||
| Other liabilities | |||||||||||||||||||||||||||||
| Capital – FRP | |||||||||||||||||||||||||||||
| Capital - Third Parties | |||||||||||||||||||||||||||||
| Total Liabilities and Capital | $ | $ | |||||||||||||||||||||||||||
The amount of consolidated retained earnings (accumulated deficit) for these joint ventures was $(30,513,000 ) and $(21,823,000 ) as of December 31, 2024 and December 31, 2023, respectively.
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The income statements of the Bryant Street Partnerships are as follows (in thousands):
| Bryant Street Partnerships Total JV Year ended December 31, | Bryant Street Partnerships Total JV Year ended December 31, | Bryant Street Partnerships Company Share Year ended December 31, | Bryant Street Partnerships Company Share Year ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Revenue – other | |||||||||||||||||||||||
| Total Revenues | |||||||||||||||||||||||
| Cost of operations: | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Property taxes | |||||||||||||||||||||||
| Total cost of operations | |||||||||||||||||||||||
| Total operating profit/(loss) | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Net loss before tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The income statements of the Greenville Partnerships are as follow (in thousands):
| Greenville Partnerships Total JV Year ended December 31, | Greenville Partnerships Total JV Year ended December 31, | Greenville Partnerships Company Share Year ended December 31, | Greenville Partnerships Company Share Year ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Revenue – other | |||||||||||||||||||||||
| Total Revenues | |||||||||||||||||||||||
| Cost of operations: | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Property taxes | |||||||||||||||||||||||
| Total cost of operations | |||||||||||||||||||||||
| Total operating profit/(loss) | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Net loss before tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
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The income statements of the Verge Partnership are as follows (in thousands):
| Verge Partnership Total JV Year ended December 31, | Verge Partnership Total JV Year ended December 31, | Verge Partnership Company Share Year ended December 31, | Verge Partnership Company Share Year ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Revenue – other | |||||||||||||||||||||||
| Total Revenues | |||||||||||||||||||||||
| Cost of operations: | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Property taxes | |||||||||||||||||||||||
| Total cost of operations | |||||||||||||||||||||||
| Total operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Net loss before tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
3. 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 provided FRP certain services that were shared prior to the Spin-off, including the services of certain employees and executive officers. The boards of the respective companies amended and extended this agreement for one year effective April 1, 2023. Patriot was purchased by an unaffiliated company in December 2023 resulting in FRP and Patriot no longer being related parties. The previously shared executive officers became FRP employees as of January 1, 2024 ending the Administrative Services Agreement.
The consolidated statements of income reflect charges and/or allocation from Patriot for these services of $925,000 and $893,000 for 2023 and 2022, respectively. These charges are reflected as part of general and administrative expense.
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.
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4. Debt.
Debt is summarized as follows (in thousands):
| December 31, 2024 | December 31, 2023 | ||||||||||
Fixed rate mortgage loans, | $ | ||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Credit agreement | |||||||||||
| $ | |||||||||||
The aggregate amount of principal payments, excluding the revolving credit, due subsequent to December 31, 2024 is: 2025 - $0 ; 2026 - $0 ; 2027 - $0 ; 2028 - $0 ; 2029 and subsequent years - $180,070,000 .
On December 22, 2023, the Company entered into a 2023 Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”), effective December 22, 2023. The Credit Agreement modifies the Company’s prior $20 million Credit Agreement with Wells Fargo dated January 30, 2015. The Credit Agreement establishes a three-year revolving credit facility with a maximum facility amount of $35 million. The interest rate under the Credit Agreement will be 2.25 % over the Daily Simple SOFR in effect. A commitment fee of 0.35 % per annum is payable quarterly on the unused portion of the commitment. As of December 31, 2024, there was no debt outstanding on this revolver, $548,000 outstanding under letters of credit and $34,452,000 available for borrowing. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development. Most of the letters of credit are irrevocable for a period of one year and typically are automatically extended for additional one-year periods. The letter of credit fee is 2.25 % and applicable interest rate would have been 6.71 % on December 31, 2024. The credit agreement contains affirmative financial covenants and negative covenants, including a minimum tangible net worth. As of December 31, 2024, these covenants would have limited our ability to pay dividends to a maximum of $105,000,000 combined.
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 60 7.5 0.75
Debt cost amortization of $179,000 and $148,000 was recorded in 2024 and 2023, respectively. During 2024 and 2023, the Company capitalized interest costs of $2,632,000 and $1,336,000 , respectively.
The Company was in compliance with all debt covenants as of December 31, 2024.
5. Leases.
The Company is a lessor of residential apartments, retail portions of mixed-use communities, commercial properties, and open pit aggregates quarries.
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Residential
The Company’s residential spaces generally lease for 12 – 15 -month lease terms. 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.
Retail
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 five 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.
Commercial & Office
The Company’s industrial warehouses typically lease for terms ranging from 3 – 10 years often with one or two 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.
Mining
The Company leases land under long-term leases that grant the lessee the right to mine and sell sand and stone deposits from our property in exchange for royalty payments. A typical lease has an option to extend the lease for additional terms.
At December 31, 2024, the total carrying value of property owned by the Company which is leased or held for lease to others is summarized as follows (in thousands):
| Construction aggregates property | $ | ||||
| Commercial property | |||||
| Residential/mixed-use property | |||||
| Less accumulated depreciation and depletion | |||||
| $ | |||||
The minimum future straight-lined rentals due the Company on non-cancelable leases as of December 31, 2024 are as follows: 2025 - $18,224,000 ; 2026 - $6,902,000 ; 2027 - $4,854,000 ; 2028 - $3,957,000 ; 2029 - $3,244,000 ; 2030 and subsequent years $28,060,000 .
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6. Earnings per Share.
The following details the computations of the basic and diluted earnings per common share (in thousands, except per share amounts):
| Years Ended December 31 | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Common shares: | |||||||||||||||||
| Weighted average common shares outstanding during the period – shares used for basic earnings per common share | |||||||||||||||||
| Common shares issuable under share based payments plans which are potentially dilutive | |||||||||||||||||
| Common shares used for diluted earnings per common share | |||||||||||||||||
| Net income attributable to the Company | $ | ||||||||||||||||
| Earnings per common share: | |||||||||||||||||
| -basic | $ | ||||||||||||||||
| -diluted | $ | ||||||||||||||||
For 2024 the Company had 32,530 shares attributable to outstanding stock options that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
During 2023 the Company repurchased 73,818 shares at an average cost of $27.10 .
7. Stock-Based Compensation Plans.
The Company has two stock-based compensation plans (the 2006 Stock Incentive Plan and the 2016 Equity Incentive Option Plan) under which equity compensation has been 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 28.45 % and 41.17 %, risk-free interest rate of 2.0 % to 3.8 % and expected life of 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
77
options granted. The expected life calculation is based on the observed and expected time to exercise options by the employees.
In January 2024, 12,200 shares of stock options were granted to an employee that will vest over the next four years . In January 2024, 20,330 shares of stock options were granted to an employee as part of a long-term incentive plan that will vest over the next five years . In January and May 2024, 12,780 shares of restricted stock were granted to employees that will vest over the next four years . In January and May 2024, 23,186 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 2024, 6,704 shares of restricted stock were granted to employees under the terms of the 2022 long-term incentive plan. In January 2023, 15,960 shares of restricted stock were granted to employees that will vest over the next four years . In January 2023, 30,064 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, 4,544 shares of restricted stock were granted to employees under the terms of the 2021 long-term incentive plan. In January 2022, 14,896 shares of restricted stock were granted to employees that will vest over the next four years . In January 2022, 28,032 shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next five years . The number of common shares available for future issuance was 567,014 at December 31, 2024. In January 2023 and January 2022, 1,856 and 1,730 shares of stock, respectively, were granted to employees.
The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Stock option grants | $ | ||||||||||||||||
| Restricted stock awards | |||||||||||||||||
| Employee stock grant | |||||||||||||||||
| Annual director stock award | |||||||||||||||||
| $ | |||||||||||||||||
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A summary of changes in outstanding options is presented below (in thousands, except share and per share amounts):
| Options | Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Term (yrs) | Weighted Average Grant Date Fair Value(000's) | |||||||||||||||||||
| Outstanding at | |||||||||||||||||||||||
| January 1, 2022 | $ | $ | |||||||||||||||||||||
| Exercised | ( | $ | $ | ( | |||||||||||||||||||
| Outstanding at | |||||||||||||||||||||||
| December 31, 2022 | $ | $ | |||||||||||||||||||||
| Exercised | ( | $ | $ | ( | |||||||||||||||||||
| Outstanding at | |||||||||||||||||||||||
| December 31, 2023 | $ | $ | |||||||||||||||||||||
| Granted | $ | $ | |||||||||||||||||||||
| Exercised | ( | $ | $ | ( | |||||||||||||||||||
| Outstanding at | |||||||||||||||||||||||
| December 31, 2024 | $ | $ | |||||||||||||||||||||
| Exercisable at | |||||||||||||||||||||||
| December 31, 2024 | $ | $ | |||||||||||||||||||||
Vested during twelve months ended | |||||||||||||||||||||||
| December 31, 2024 | $ | ||||||||||||||||||||||
The following table summarizes information concerning stock options outstanding at December 31, 2024:
| Range of Exercise Prices per Share | Shares under Option | Weighted Average Exercise Price | Weighted Average Remaining Life | |||||||||||||||||
| $15.57 - $18.76 | ||||||||||||||||||||
| $18.77 - $22.24 | ||||||||||||||||||||
| $22.25 - $22.99 | ||||||||||||||||||||
| $23.00 - $31.44 | ||||||||||||||||||||
| Total | $ | Years | ||||||||||||||||||
The aggregate intrinsic value of exercisable in-the-money options was $1,068,000 and the aggregate intrinsic value of outstanding in-the-money options was $1,068,000 based on the market closing price of $30.63 on December 31, 2024 less exercise prices.
Gains of $295,000 were realized by option holders during the year ended December 31, 2024.
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A summary of changes in restricted stock awards is presented below (in thousands, except share and per share amounts):
| Restricted stock | Number Of Shares | Weighted Average Exercise Price | Weighted Average Remaining Term (yrs) | Weighted Average Grant Date Fair Value(000's) | |||||||||||||||||||
| Non-vested at January 1, 2022 | $ | $ | |||||||||||||||||||||
| Time-based awards granted | |||||||||||||||||||||||
| Performance-based awards granted | |||||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Non-vested at December 31, 2022 | $ | $ | |||||||||||||||||||||
| Time-based awards granted | |||||||||||||||||||||||
| Performance-based awards granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Non-vested at December 31, 2023 | $ | $ | |||||||||||||||||||||
| Time-based awards granted | |||||||||||||||||||||||
| Performance-based awards granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Non-vested at December 31, 2024 | $ | $ | |||||||||||||||||||||
Total unrecognized compensation cost of restricted stock granted but not yet vested as of December 31, 2024 was $2,412,000 which is expected to be recognized over a weighted-average period of 2.6 years.
8. Income Taxes.
The provision for income tax expense included in the financial statements (in thousands):
| Years Ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||
| Included in Net income: | ||||||||||||||||||||
| Continuing operations | $ | |||||||||||||||||||
| Comprehensive income | ( | |||||||||||||||||||
| Total tax expense | $ | |||||||||||||||||||
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The provision for income taxes (income tax benefit) consists of the following (in thousands):
| Year Ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||
| Current: | ||||||||||||||||||||
| Federal | $ | ( | ||||||||||||||||||
| State | ( | |||||||||||||||||||
| ( | ||||||||||||||||||||
| Deferred | ( | |||||||||||||||||||
| Total | $ | |||||||||||||||||||
The deferred taxes are primarily related to the bonus depreciation on property placed in service.
As of December 31, 2024 the Company has deferred taxes of approximately $31 million associated with $112 million of gains on sales reinvested through Opportunity Zone investments. These taxes are deferred until the earlier of the sale of the related investments or April 15, 2027 and 10% of gains are excluded from tax once the investments are held five years plus an additional 5% is excluded at seven years.
A reconciliation between the amount of tax shown above and the amount computed at the statutory Federal income tax rate follows (in thousands):
| Year Ended December 31 | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Amount computed at statutory | |||||||||||||||||
| Federal rate | $ | ||||||||||||||||
| State income taxes (net of Federal income tax benefit) | ( | ||||||||||||||||
| Other, net | |||||||||||||||||
| Provision for income taxes | $ | ||||||||||||||||
In this reconciliation, the category “Other, net” consists of permanent tax differences related to non-deductible expenses, special tax rates and tax credits, interest paid and penalties, and adjustments to prior year estimates. The effective state income tax rate in each year was favorably impacted both by apportioned interest income in Florida and taxable losses in states with higher income tax rates.
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The types of temporary differences and their related tax effects that give rise to deferred tax assets and deferred tax liabilities are presented below (in thousands):
| December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Deferred tax liabilities: | |||||||||||||||||
| Property and equipment | $ | ||||||||||||||||
| Investment in Opportunity Zone | |||||||||||||||||
| Depletion | |||||||||||||||||
| Unrealized rents | |||||||||||||||||
| Prepaid expenses and other | |||||||||||||||||
| Gross deferred tax liabilities | |||||||||||||||||
| Deferred tax assets: | |||||||||||||||||
| Federal tax loss carryforwards | |||||||||||||||||
| State tax loss carryforwards | |||||||||||||||||
| Employee benefits and other | |||||||||||||||||
| Gross deferred tax assets | |||||||||||||||||
| Net deferred tax liability | $ | ||||||||||||||||
| Years Ended | |||||||||||
| Other Items - All Gross | 12/31/2024 | 12/31/2023 | |||||||||
| State NOL Carryovers | |||||||||||
| Federal NOL Carryovers | |||||||||||
The Company has no unrecognized tax benefits.
FRP tax returns in the U.S. and various states that include the Company are subject to audit by taxing authorities. As of December 31, 2024, the earliest tax year that remains open for audit is 2019. Our effective income tax expense may vary, possibly materially, due to projected effective state tax rates.
9. Employee Benefits.
The Company and certain subsidiaries have a savings/profit sharing plan for the benefit of qualified employees. The savings feature of the plan incorporates the provisions of Section 401(k) of the Internal Revenue Code under which an eligible employee may elect to save a portion (within limits) of their compensation on a tax deferred basis. The Company contributes to a participant’s account an amount equal to 50 % (with certain limits) of the participant’s contribution. Additionally, the Company may make an annual discretionary contribution to the plan as determined by the Board of Directors, with certain limitations. The plan provides for deferred vesting with benefits payable upon retirement or earlier termination of employment. The Company’s cost was $93,000 in 2024 and $59,000 in 2023.
The Company has a deferred compensation plan, the Management Security Plan (MSP) for our former President. The accruals for future benefits are based upon actuarial assumptions. Life insurance on his life has been purchased to partially fund this benefit and the Company is the owner and beneficiary of that policy. The expense for 2024 and 2023, was $14,000 and $12,000 , respectively. The accrued benefit under this plan as of December 31, 2024 and December 31, 2023 was $1,465,000 and $1,409,000 , respectively.
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10. Business Segments.
Our Chief Executive Officer, as the CODM, organizes our company, manages resource allocations and measures performance among our four reportable segments: Industrial and Commercial, Mining Royalty Lands, Development, and Multifamily, as described below.
The Industrial and Commercial Segment owns, leases and manages in-service commercial properties. Currently this includes nine warehouses in two business parks, an office building partially occupied by the Company, and two ground leases all wholly owned by the Company. This segment will also include joint ventures of commercial properties when they are stabilized.
Our Mining Royalty Lands Segment owns several properties totaling approximately 16,648 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 the highest and best use of several parcels of land that are in various stages of development. Our overall strategy in this segment is to convert all of our non-income producing lands into income production through (i) an orderly process of constructing new buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties. Additionally, our Development segment will form joint ventures on new developments of land not previously owned by the Company. Two of our joint ventures in the segment, Lakeland Logistics Park Venture, LLC ("Lakeland") and Davie Logistics Park Venture, LLC ("Davie") are consolidated.
The Multifamily Segment includes joint ventures which own, lease and manage buildings that have met our initial 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.
Our CODM uses revenues, operating profit before general and administrative expense, depreciation and amortization, and identifiable assets to allocate operating and capital resources and assesses performance of each segment by comparing actual results to historical, budgeted, and forecasted financial information. We do not believe that an allocation of general and administrative expense to each segment is relevant to our CODM's assessments due to the market excluding those costs in property valuation and the materiality of expenditures related to future opportunities.
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Operating results and certain other financial data for the Company’s business segments are as follows (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Revenues: | |||||||||||||||||
| Industrial and Commercial | $ | ||||||||||||||||
| Mining royalty lands | |||||||||||||||||
| Development | |||||||||||||||||
| Multifamily | |||||||||||||||||
| $ | |||||||||||||||||
| Operating profit (loss): | |||||||||||||||||
| Before general and administrative expenses: | |||||||||||||||||
| Industrial and Commercial | $ | ||||||||||||||||
| Mining royalty lands | |||||||||||||||||
| Development | ( | ||||||||||||||||
| Multifamily | |||||||||||||||||
| Operating profit before G&A | |||||||||||||||||
| Total general and administrative expenses | ( | ( | ( | ||||||||||||||
| $ | |||||||||||||||||
| Interest expense | $ | ||||||||||||||||
| Depreciation, depletion and amortization: | |||||||||||||||||
| Industrial and Commercial | $ | ||||||||||||||||
| Mining royalty lands | |||||||||||||||||
| Development | |||||||||||||||||
| Multifamily | |||||||||||||||||
| $ | |||||||||||||||||
| Capital expenditures: | |||||||||||||||||
| Industrial and Commercial | $ | ||||||||||||||||
| Mining royalty lands | |||||||||||||||||
| Development | |||||||||||||||||
| Multifamily | |||||||||||||||||
| $ | |||||||||||||||||
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| : | |||||||||||||||||
| Identifiable net assets at end of period: | |||||||||||||||||
| Industrial and Commercial | $ | ||||||||||||||||
| Mining royalty lands | |||||||||||||||||
| Development | |||||||||||||||||
| Multifamily | |||||||||||||||||
| Investments available for sale at fair value | |||||||||||||||||
| Cash items | |||||||||||||||||
| Unallocated corporate assets | |||||||||||||||||
| $ | |||||||||||||||||
11. 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 December 31, 2024, the Company was invested in U.S. Treasury notes valued at $10,000,000 maturing through mid-2024. The unrealized gain on these investments of $2,782 was recorded as part of comprehensive income and was based on the estimated market value by Wells Fargo Bank, N.A. (Level 1).
At December 31, 2024 and 2023, 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 December 31, 2024, the carrying amount and fair value of such other long-term debt was $180,070,000 and $141,302,000 , respectively. At December 31, 2023, the carrying amount and fair value of such other long-term debt was $180,070,000 and $145,678,000 , respectively.
12. 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 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.
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As of December 31, 2024, there was $548,000 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 Realty (MRP) previously guaranteed $26 million of the construction loan on the Bryant Street Partnerships in exchange for a 1 % lower interest rate. 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 was amortized to expense over the 48 months. In December 2023 this loan was paid in full with proceeds from another lender and contributions by the Company and MRP. The Company recorded a gain of $1.9 million in December 2023 as the guarantee liability was relieved.
The Company and MRP provided a guaranty for the interest carry cost of $110 million loan on the Bryant Street Partnerships issued in December 2023. 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 $1.5 million based on the present value of the our assumption of 0.8 % interest savings over the anticipated 36-month term. This amount is included as part of the Company’s investment basis and is amortized to expense over the 36 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 $1.5 million when the loan is paid in full.
13. Commitments.
The Company, at December 31, 2024, had entered into various contracts to develop and maintain real estate with remaining commitments totaling $4.4 million.
As of December 31, 2024, we had additional financing commitments to our residential development lending ventures totaling $4.7 million.
14. Concentrations.
The mining royalty lands segment has a total of five tenants currently leasing mining locations and one lessee that accounted for 23 % of the Company’s consolidated revenues during 2024 and $426,000 of accounts receivable at December 31, 2024. 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 TD Bank. At times, such amounts may exceed FDIC limits.
15. Unusual or Infrequent Items Impacting Results.
See Note 12 regarding guarantee liability expense.
16. Intangible Assets.
The Company has allocated the purchase price of property acquisitions based upon the fair value of the assets acquired, consisting of land, buildings and intangible assets, including in-place leases and below market leases. These deferred leasing intangible assets are recorded within Deferred Costs and Deferred lease intangible, net in the consolidated balance sheets. The value of the in-place lease intangibles will be amortized over the remaining lease terms. The fair value assigned pertaining to the above market in-place leases values are amortized as a reduction to rental revenue, and the below market in-place lease values are amortized as an increase to rental revenue over the remaining non-cancelable terms of the respective leases.
The Company reviews intangible assets for impairment, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset group to the future undiscounted net cash flows expected to be generated by those assets. If such assets are considered to be impaired, the impairment charge recognized is the amount by which the carrying amounts of the assets exceeds the fair value of the assets.
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The Company had the following acquired lease intangibles (in thousands):
| Years Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| In-place leases | $ | $ | |||||||||
| Accumulated amortization | $ | ( | $ | ( | |||||||
| Acquired intangible assets, net | $ | $ | |||||||||
Amortization expense for in-place leases was $29,000 and $29,000 for 2024 and 2023, respectively, and is included in the Depreciation, depletion and amortization line in the Consolidated Statements of Operations.
The estimated aggregate amortization from acquired lease intangibles for the next five years are as follows (in thousands):
| Year Ending December 31, | Amortization of in-place lease intangibles | |||||||||||||
| 2025 | $ | |||||||||||||
| 2026 | ||||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
17. Contributions from partners.
On November 4, 2022 the Company sold a 20 % ownership interest in tenancy-in-common (TIC) of Dock 79 and The Maren for $65.3 million to a new partner Steuart Investment Company (SIC). Net of the mortgage assumption of $36.0 million and the Company’s share of transfer taxes and other transactions costs of $1.4 million the net contribution was $27.9 million. Of this amount $9.3 million was distributed to MRP and $18.6 million to the Company. A reallocation of partners’ interest of $7.7 million was recorded to Capital in excess of par value for the difference between the $18.6 million consideration received by the Company and the net book value of the Company’s share of assets sold. Deferred income tax expense of $2.1 million was recorded to Capital in excess of par value on the Company’s reallocation. The Company continues to consolidate both properties because of continued control over major decisions for both properties.
18. Subsequent Events.
On March 7, 2025 the Lakeland partnership secured a $16.0 million loan with a floating rate equal to SOFR plus 2.75 % from Seacoast National Bank. It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.50 % with an interest rate swap conversion.
On March 13, 2025 the Davie partnership secured a $31.9 million loan with a floating rate equal to SOFR plus 2.75 % from Synovus National Bank. It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.25 %.
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Report of Management
Management's Responsibility for the Financial Statements
Management of the Company is responsible for the preparation and integrity of the consolidated financial statements appearing in our Annual Report on Form 10-K. The financial statements were prepared in conformity with accounting principles generally accepted in the United States appropriate in the circumstances and, accordingly, include certain amounts based on our best judgments and estimates. Financial information in this Annual Report on Form 10-K is consistent with that in the financial statements.
Management of the Company is responsible for establishing and maintaining a system of internal controls and procedures to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements. Our internal control system is supported by a program of internal audits and appropriate reviews by management, written policies and guidelines, careful selection and training of qualified personnel, and a written Code of Business Conduct adopted by our Company's Board of Directors, applicable to all officers and employees of our Company and subsidiaries.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management's Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934 ("Exchange Act"). Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) ("COSO") in Internal Control—Integrated Framework. Based on this assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2024.
The Company's independent auditors, Hancock Askew& Co., LLP, a registered public accounting firm, are appointed by the Audit Committee of the Company's Board of Directors, subject to ratification by our Company's shareholders. Hancock Askew & Co., LLP has audited and reported on the consolidated financial statements of FRP Holdings, Inc. The report of the independent auditors is contained in this annual report.
Audit Committee's Responsibility
The Audit Committee of our Company's Board of Directors, composed solely of Directors who are independent in accordance with the requirements of the Nasdaq Stock Market listing standards, the Exchange Act, and the Company's Corporate Governance Guidelines, meets with the independent auditors, management and internal auditors periodically to discuss internal controls and auditing and financial reporting matters. The Audit Committee reviews with the independent auditors the scope and results of the audit effort. The Audit Committee also meets periodically with the independent auditors and the chief internal auditor without management present to ensure that the independent auditors and the chief internal auditor have free access to the Audit Committee. Our Audit Committee's Report can be found in the Company's Proxy Statement.
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Report of Independent Registered Public Accounting Firm
The Shareholders and Board of Directors FRP Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of FRP Holdings, Inc. (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Investment Accounting Assessment
Description of Matter
At December 31, 2024, the Company’s investments in real estate were $573 million including unconsolidated real estate ventures of $154 million. As explained in Note 1 to the consolidated financial statements, the Company enters into real estate investments and performs an assessment as to which method of accounting is appropriate, whether the proper accounting is to determine whether to use the cost or equity method to account for an investment or whether to consolidate such investment. Note 2 to the consolidated financial statements provides a detail of unconsolidated real estate investments.
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Application and auditing of the accounting treatment of the Company’s real estate investments, including the process of evaluating the use of the cost or equity method of accounting or the evaluation of criteria for consolidation based on the variable interest entity (VIE) model or a voting interest entity (VOE) model, is complex and requires significant judgment. This evaluation and analysis include the determination of which party, if any, has power to direct the activities most significant to the economic performance of each real estate venture and whether the venture has sufficient equity to finance its activities without additional subordinated support. Factors considered by management in determining whether the Company has the power to direct the activities include voting rights, involvement in day-to-day capital allocation and operating decisions and the extent of the Company’s involvement in the entity.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s qualitative analysis that determines whether the Company has control over the venture, through influence, voting interest or through the presence of a variable interest in a real estate venture that would require consolidation.
For all investments in real estate ventures, our procedures include reading the operating agreements and other relevant documents and evaluating the structure and terms of the agreements and reviewing management’s evaluation of control over the entity and the applicability of the variable interest model as compared to the voting interest model. We evaluate management’s determination of whether the investee has sufficient equity to finance its activities without additional subordinated financial support and whether the equity holders lack the characteristics of a controlling financial interest. We consider management’s determination on whether the Company is the primary beneficiary or has a controlling financial interest that should be considered. We take into consideration evidence obtained in other areas of the audit, such as review of board minutes and status of the projects development to determine if any reconsideration of the findings is necessary.
Hancock Askew & Co., LLP
We have served as the Company’s auditor since 2006.
Jacksonville, Florida
March 18, 2025
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DIRECTORS AND OFFICERS
Directors
John D. Baker II (1)
Executive Chairman, Former CEO of the Company
John D. Baker III (1)
CEO of the Company
David H. deVilliers, Jr. (1)
Vice-Chairman, Former President & COO of the Company
Matthew S. McAfee (2)(3)(4)
Founding Partner, Driver McAfee Hawthorne & Diebenow, PLLC
John S. Surface (2)(3)(4)
Chief Executive Officer of Covis Services
Martin E. Stein, Jr. (3)(4)
Executive Chairman of Regency Centers Corporation
Nicole B. Thomas (2)(3)(4)
President of Baptist Medical Center Jacksonville
William H. Walton (2)(3)(4)
Co-Founder and Managing Member of Rockpoint Group, LLC
Margaret Wetherbee
Attorney
________________
(1)Member of the Executive Committee
(2)Member of the Audit Committee
(3)Member of the Compensation Committee
(4)Member of the Nominating Committee
Officers
John D. Baker III
Chief Executive Officer
David H. deVilliers III
President & Chief Operating Officer
Matthew C. McNulty
Chief Financial Officer & Treasurer
John D. Milton, Jr.
Executive Vice President, Secretary & General Counsel
John D. Klopfenstein
Controller and Chief Accounting Officer
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FRP Holdings, Inc.
200 West Forsyth Street, 7th Floor
Jacksonville, Florida, 32202
Telephone: (904) 396-5733
Annual Meeting
Shareholders are cordially invited to attend the 2025 annual meeting of shareholders on Monday, May 12, 2024 at 11:00 a.m., Eastern Daylight Time. This year’s meeting will be held virtually. To participate in the annual meeting, go to www.frpdev.com, click the Investors tab, and then click the link titled “2025 Annual Shareholders Meeting”.
Transfer Agent
Equiniti
59 Maiden Lane
Plaza Level
New York, NY 10038
Telephone: 1-800-937-5449
General Counsel
Nelson Mullins Riley & Scarborough LLP
Jacksonville, Florida
Independent Registered Public Accounting Firm
Hancock Askew & Co., LLP
Jacksonville, Florida
Common Stock Listed
The Nasdaq Stock Market
(Symbol: FRPH)
Form 10-K
Shareholders may receive, without charge, a copy of FRP Holdings, Inc.’s annual report on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission by writing to the Treasurer at 200 West Forsyth Street, 7th Floor, Jacksonville, Florida 32202. The most recent certifications by our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to our Form 10-K.
Company Website
The Company’s website may be accessed at www.frpdev.com. All of our filings with the Securities and Exchange Commission can be accessed through our website promptly after filing. This includes annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports filed or furnished on Form 8-K and all related amendments.
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| Exhibit 19 | |||||
FRP HOLDINGS, INC.
SECURITIES TRADING POLICY
Buying or selling securities while you are aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in the securities (often referred to as tippees), is prohibited by federal securities laws. Insider trading violations are pursued vigorously by the Securities and Exchange Commission (“SEC”) and U.S. Attorneys and are punished severely.
FRP Holdings, Inc., and its subsidiaries (collectively, the “Company”), have adopted this Securities Trading Policy (“Policy”) to educate the Company’s personnel, protect the Company and its personnel from the severe consequences associated with violations of insider trading laws, to set forth guidelines for transactions in Company securities, and to protect and preserve the Company’s reputation and those of its personnel for integrity and ethical conduct.
Applicability
This Policy applies to all trading or other transactions in (a) the Company’s securities, including common stock, options and any other securities that the Company may issue, as well as to derivative securities relating to any of the Company's securities, whether or not issued by the Company and (b) the securities of certain other companies, including common stock, options and other securities issued by those companies as well as derivative securities relating to any of those companies' securities, where the person trading used information obtained while working for the Company.
This Policy applies to all (a) employees, officers, consultants and independent contractors of the Company and to all members of the Company’s board of directors (“Insiders”); (b) all family members residing with any Insider; (c) anyone else living in an Insider’s household; (d) any family members of an Insider who do not live in the same household but whose transactions in Company securities are directed by an Insider or are subject to your influence or control (such as parents or children who consult with you before they trade in Company securities); and (e) any trust, partnership, corporation, limited liability company or other entity controlled by an Insider (collectively, “Covered Persons”, and each, a “Covered Person”); including indirect holdings of Covered Persons (such as Company securities held in a retirement account). As an Insider, you are responsible for the transactions of these other persons and entities who are considered Covered Persons, and therefore, should make them aware of the need to confer with you before they trade in Company securities.
Violations of Insider Trading Laws
Penalties for trading on or communicating material nonpublic information can be severe, both for individuals involved in such unlawful conduct and their employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions.
Legal Penalties. Company personnel (or their tippees) who trade on inside information can be sentenced to a substantial jail term and required to pay a criminal penalty of several times the amount to profits gained or losses avoided. If you tip information to a person who then trades in our securities, you may be subject to the same penalties as the tippee, even if you did not trade and did not profit from the tippee's trading.
The SEC can also seek substantial (multi-million dollar) civil penalties from any person who, at the time of an insider trading violation, directly or indirectly controlled the person who committed the violation, which would apply to the Company and/or management and supervisory personnel. Even for violations that result in a small or no profit, the SEC can seek penalties from a company and/or its management and supervisory personnel as control persons.
Company-Imposed Penalties. Your failure to comply with this Policy may subject you to Company-imposed penalties, including dismissal for cause, whether or not your failure to comply results in a violation of law.
No Trading or Causing Trading While in Possession of Material Nonpublic Information
It is our policy that no Insider who is aware of material nonpublic information relating to the Company may, directly or through family members or other persons or entities:
•buy or sell securities of the Company (other than under a pre-approved trading plan that complies with SEC Rule 10b5-1 as described below), or engage in any other action to take personal advantage of that information, or
•pass material nonpublic information on to others outside the Company, including family and friends.
In addition, it is our policy that no Insider, in the course of working for the Company, learns of material nonpublic information about another enterprise with which we do business, including our customers or suppliers, may trade in that enterprise’s securities until the information becomes public or is no longer material.
These prohibitions still apply even if you are engaging in a transaction for personal or other justifiable reasons (such as the need to raise money for an emergency expenditure). Securities laws do not recognize such mitigating circumstances, and, in any event, we must avoid even the appearance of an improper transaction to preserve the Company's reputation for adhering to the highest standards of conduct.
“Material” Information. Material information is any information that a reasonable investor would consider important in making a decision to buy, hold, or sell securities. Any information that could be expected to affect the Company's stock price, whether it is positive or negative, should be considered material. Some examples of information that ordinarily would be regarded as material are:
•Projections of future earnings or losses, or other earnings guidance;
•Earnings that are inconsistent with the consensus expectations of the investment community;
•Developments regarding significant litigation or government agency investigations;
•Extraordinary borrowings;
•A pending or proposed merger, acquisition or tender offer;
•A pending or proposed acquisition or disposition of a significant asset;
•A change in dividend policy, the declaration of a stock split, or an offering of additional securities;
•A change in management;
•Development of a significant new product or process;
•Cybersecurity risks and incidents, including vulnerabilities and breaches;
•Impending bankruptcy or the existence of severe liquidity problems; and
•The gain or loss of a significant customer or supplier.
Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, sale or acquisition, the point at which negotiations are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company’s operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. If you are unsure whether information is material, you should either consult the Chief Executive Officer or Chief Financial Officer before making any decision to disclose such information or trade in or recommend securities to which that information relates or assume that the information is material.
Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight.
“Nonpublic” Information. Insider trading prohibitions come into play only when you possess information that is material and “nonpublic”. The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public” the information must have been disseminated in a manner designed to reach investors generally (such as a press release or an SEC filing), and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until the close of business on the second trading day after the information was publicly disclosed before you can treat the information as public. Nonpublic information may include:
•information available to a select group of analysts or brokers or institutional investors;
•undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and
•information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally two trading days).
As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Chief Executive Officer or Chief Financial Officer or assume that the information is nonpublic and treat it as confidential.
Disclosure of Information to Others. The Company is required under Regulation FD to avoid the selective disclosure of material nonpublic information. The Company has established specific procedures for releasing material information. You may not, therefore, disclose information to anyone outside the Company, including family members and friends, other than in accordance with those procedures. You also may not discuss the Company or its business in an internet “chat room”, social media platform or similar internet-based forum. If you receive an inquiry about the Company from the media, financial analysts or the general public, you should refer it without comment to the Chief Executive Officer or his designee.
Rule 10b5-1 Plans
Rule 10b5-1(c) of the Securities Exchange Act of 1934 provides an affirmative defense from insider trading liability for trades that occur pursuant to a pre-arranged “trading plan” adopted in good faith at a time when the person does not possess material non-public information (each, a “Rule 10b5-1 Plan”). If the Rule 10b5-1 Plan meets all of the conditions set forth in Rule 10b5-1(c) and this Policy, Company securities may be purchased or sold under the plan without regard to certain insider
trading restrictions, and after initial pre-approval of the plan as provided in this Policy, no further pre-approval or clearance of individual trades conducted in accordance with such Rule 10b5-1 Plan will be required.
Plan Rules and Requirements. All Rule 10b5-1 Plans must:
•be reviewed and approved by the Chief Executive Officer or Chief Financial Officer at least five days in advance of being entered into (or, if revised or amended, such proposed revisions or amendments must be reviewed and approved by the Chief Executive Officer or Chief Financial Officer at least five days in advance of being entered into);
•provide that no trades may occur thereunder until expiration of the applicable cooling-off period specified in Rule 10b5-1(c)(ii)(B), and no trades shall occur until after that time. The appropriate cooling-off period will vary based on the status of the applicable Insider. For directors and officers, the cooling-off period ends on the later of (x) ninety days after adoption or certain modifications of the Rule 10b5-1 Plan; or (y) two business days following disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the quarter in which the Rule 10b5-1 Plan was adopted. For all other Insiders, the cooling-off period ends 30 days after adoption or modification of the Rule 10b5-1 plan. This required cooling-off period will apply to the entry into a new Rule 10b5-1 Plan and any revision or modification of a Rule 10b5-1 Plan;
•be entered into in good faith, and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, at a time when the applicable Insider is not in possession of material nonpublic information about the Company; and, if the Insider entering into the plan is a director or officer, the Rule 10b5-1 Plan must include representations by such person certifying to that effect;
•give a third party the discretionary authority to execute such purchases and sales, outside the control of the Insider, so long as such third party does not possess any material nonpublic information about the Company; or explicitly specify the security or securities to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions;
•be the only outstanding Rule 10b5-1 Plan entered into by the applicable Insider (subject to the exceptions set out in Rule 10b5-1(c)(ii)(D)); and
•not be adopted during a blackout period (as discussed below).
Insiders who wish to implement a trading plan must first pre-clear the plan with the Chief Executive Officer or Chief Financial Officer, as described below under “Pre-clearance Procedures.” Additionally, you should consult your own legal and tax advisors before entering into, or modifying or terminating, a Rule 10b5-1 Plan.
Mandatory Pre-clearance Procedures
To help prevent inadvertent violations of the federal securities laws, to avoid even the appearance of trading on inside information and to assist in complying with disclosure requirements of insider transactions, directors and executive officers of the Company and any other persons designated by the Chief Executive Officer or the Chief Financial Officer as being subject to the Company's pre-clearance procedures, together with their family members and entities they control, may not engage in any transaction in the Company's securities (including a gift, contribution to a trust, or similar transfer)
without first obtaining pre-clearance of the transaction from the Chief Executive Officer or Chief Financial Officer. A request for pre-clearance should be submitted to the Chief Executive Officer or Chief Financial Officer at least two days in advance of the proposed transaction. The transaction pre-cleared must be completed within five trading days from the date of pre-clearance or in accordance with a pre-cleared Rule 10b5-1 Plan. The Chief Executive Officer and Chief Financial Officer are under no obligation to approve a trade submitted for pre-clearance, and may determine not to permit the trade, and may establish additional required pre-clearance procedures from time to time.
Any person subject to the pre-clearance requirements who wishes to implement a Rule 10b5-1 Plan must first pre-clear the plan with the Chief Executive Officer or Chief Financial Officer. Pre-clearance is also required of all transactions subject to this Policy, such as cashless exercises of stock options and other discretionary transactions under the Company’s plans that involve Company securities.
Blackout Periods
All Covered Persons prohibited from trading in the Company’s securities during blackout periods.
Quarterly Blackout Periods. The Company’s announcement of its quarterly financial results almost always has the potential to have a material effect on the market for Company securities. Therefore, you can anticipate that, to avoid even the appearance of trading while aware of material nonpublic information, persons who are or may be expected to be aware of the Company’s quarterly financial results generally will not be pre-cleared to trade in Company securities during the period beginning two weeks prior to the end of the Company’s fiscal quarter and ending after the second full business day following the Company’s issuance of its quarterly earnings release.
Other Blackout Periods. The Company may on occasion issue interim earnings guidance or other potentially material information by means of a press release, SEC filing on Form 8-K or other means designed to achieve widespread dissemination of the information. You should anticipate that trades are unlikely to be pre-cleared while the Company is in the process of assembling the information to be released and until two trading days after the information has been released.
Pension Fund Blackout Periods. By law, except as may be permitted by SEC rules, no director or executive officer may trade in any Company securities during a “pension fund blackout period” if such security was acquired or would be acquired in connection with such person’s employment as a director or executive officer. A “pension fund blackout period” is, generally speaking, a period during which participants in the Company’s 401(k) plan are subject to restrictions on trading in Company securities held for their account in such plans. You will be notified in the event of such a pension fund blackout period.
Event-specific Blackout Periods. From time to time, an event may occur that is material to the Company and is known by only a few directors or executives. So long as the event remains material and nonpublic, directors, executive officers, and such other persons as are designated by the Chief Executive Officer or the Chief Financial Officer may not trade in the Company's securities. The existence of an event-specific blackout will not be announced, other than to those who are aware of the event giving rise to the blackout. If, however, a person whose trades are subject to pre-clearance requests permission to trade in the Company's securities during an event-specific blackout, the Chief Executive Officer or Chief Financial Officer will inform the requester of the existence of a blackout period, without disclosing the reason for the blackout. Any person made aware of the existence of an event-specific blackout should not disclose the existence of the blackout to any other person. The failure of the Chief Executive Officer or the Chief Financial Officer to designate a person as being
subject to an event-specific blackout will not relieve that person of the obligation not to trade while aware of material nonpublic information.
Stock Option Exercises
You may exercise an employee stock option during a blackout period, but may not sell the underlying stock. This Policy does not apply to the exercise of an employee stock option, or to the exercise of a tax withholding right under which you elect to have the Company withhold shares subject to an option to satisfy tax withholding requirements. The Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
Short Sales, Hedging and Trading in Exchange Traded Options Prohibited
No Covered Person may sell any securities of the Company that are not owned by such person at the time of the sale (commonly referred to as a “short sale”). Additionally, no such person may buy or sell puts, calls or exchange-traded options (publicly traded options to sell or buy stock) in respect of Company securities or enter into hedging or monetization transactions or similar arrangements with respect to Company securities. These transactions are speculative in nature and may involve a “bet against the Company” which is inappropriate for an Insider. Additionally, executive officers and directors are prohibited from engaging in short sales under Section 16(c) of the Securities Exchange Act of 1934.
Reporting Obligations
Pursuant to Section 16 of the Securities and Exchange Act of 1934, reports of changes in beneficial ownership by directors, executive officers and 10% shareholders must be filed with the SEC before the end of the second business day following the day on which the transaction was executed. For example, if you buy or sell Company stock on Tuesday, a Form 4 must be flied with the SEC no later than the end of the day on Thursday. The filing requirements are subject to certain limited exceptions contained in SEC rules. All transactions by an executive officer, director or 10% shareholder must be reported immediately to the Chief Financial Officer. Although the Company may elect to assist with Form 4 filings, each reporting person ultimately is responsible for filing their own Form 4. The SEC can pursue civil and criminal sanctions, including monetary penalties, cease and desist orders and injunctions against insiders who fail to file or are late in filing these reports. Late filings must also be disclosed in the Company’s proxy statement.
Please also note that insiders selling restricted securities continue to have the obligation to comply with Rule 144, including filing a Form 144 with the SEC.
Post-Termination Transactions
If you are aware of material nonpublic information when you terminate service as a director, officer or other employee of the Company, you may not trade in the Company securities until that information has become public or is no longer material. In all other respects, the procedures set forth in this Policy will cease to apply to your transactions in Company securities upon the expiration of any Blackout Period that is applicable to your transactions at the time of your termination of service.
Company Assistance
Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Chief Financial Officer. Ultimately, the responsibility for adhering to this Policy and avoiding unlawful transactions rests with the individual employee.
Certifications
All executive officers, directors, and other persons designated by the Chief Executive Officer or the Chief Financial Officer must certify their understanding of and intent to comply with this Policy by executing a copy of the attached certification.
SECURITIES TRADING POLICY CERTIFICATION
I certify that:
1. I have read and understand the Company’s Securities Trading Policy. I understand that the Chief Financial Officer is available to answer to any questions I have regarding the Statement of Policy.
2. I will continue to comply with the Statement of Policy for as long as I am subject to the policy.
_______________________________
Print: ___________________________
Date:____________________________
| Exhibit 21 | |||||
| FRP Holdings, Inc. | |||||||||||
| Subsidiaries | |||||||||||
| As of December 31, 2024 | |||||||||||
| Name of Subsidiary | State of Formation | Type of Entity | % of Ownership | ||||||||
| Florida Rock Properties, Inc. | Florida | Corporation | 100% | ||||||||
| FRP Hollander 95 LLC | Maryland | Limited Liability Company | 100% | ||||||||
| Lake Louisa LLC | Florida | Limited Liability Company | 100% | ||||||||
| FRP 801 Chelsea LLC | Maryland | Limited Liability Company | 100% | ||||||||
| FRP Old Philadelphia Road LLC | Maryland | Limited Liability Company | 100% | ||||||||
| FRP Riverfront I, LLC | Delaware | Limited Liability Company | 100% | ||||||||
| FRP Riverfront II LLC | Delaware | Limited Liability Company | 100% | ||||||||
| FRP Chase LLC | District of Columbia | Limited Liability Company | 100% | ||||||||
| FRP Alamo LLC | District of Columbia | Limited Liability Company | 100% | ||||||||
| FRP Pad LLC | District of Columbia | Limited Liability Company | 100% | ||||||||
| FRP Coda LLC | District of Columbia | Limited Liability Company | 100% | ||||||||
| FRP Verge LLC | Delaware | Limited Liability Company | 100% | ||||||||
| FRP Buzzard Point LLC | Delaware | Limited Liability Company | 100% | ||||||||
| FRP Estero Investor LLC | Delaware | Limited Liability Company | 100% | ||||||||
| FRP Woven LLC | Delaware | Limited Liability Company | 100% | ||||||||
| FRP Lakeland 1 LLC | Delaware | Limited Liability Company | 100% | ||||||||
| FRP Ft. Lauderdale 1 LLC | Delaware | Limited Liability Company | 100% | ||||||||
| FRP Development Corp. | Maryland | Corporation | 100% | ||||||||
| FRP Cranberry Run LLC | Maryland | Limited Liability Company | 100% | ||||||||
| FRP Bird River LLC | Maryland | Limited Liability Company | 100% | ||||||||
| 34 Loveton Center LLC | Maryland | Limited Liability Company | 100% | ||||||||
| FRP Hampstead LLC | Maryland | Limited Liability Company | 100% | ||||||||
| FRP Mechanics Valley LLC | Maryland | Limited Liability Company | 100% | ||||||||
| Others: | |||||||||||
| 1800 Half Street Owner LLC | District of Columbia | Limited Liability Company | 61.37% | ||||||||
| Riverfront Investment Partners I, LLC | Delaware | Limited Liability Company | 66% (1) | ||||||||
| Riverfront Investment Partners Phase II, LLC | Delaware | Limited Liability Company | 70.41% (2) | ||||||||
| FRP Bryant Street Phase 1-AC OZ Fund LLC | District of Columbia | Limited Liability Company | 100% | ||||||||
| FRP Bryant Street Phase 1-B OZ Fund LLC | District of Columbia | Limited Liability Company | 100% | ||||||||
| FRP Bryant Street Phase 1-D OZ Fund LLC | District of Columbia | Limited Liability Company | 100% | ||||||||
| FRP Bryant Street Phase 1-E OZ Fund LLC | District of Columbia | Limited Liability Company | 100% | ||||||||
| FRP OZ Fund 2019-A LLC | Delaware | Limited Liability Company | 100% | ||||||||
| FRP OZ Fund 2019-B LLC | Delaware | Limited Liability Company | 100% | ||||||||
| FRP OZ Fund 2019-C LLC | Delaware | Limited Liability Company | 100% | ||||||||
| Coconut Road Estero Apartments, LLC | Delaware | Limited Liability Company | 16% | ||||||||
| Coconut Road Estero Venture LLP | Delaware | Limited Liability Partnership | 16% | ||||||||
| WF Coconut Road Estero, LLC | Delaware | Limited Liability Company | 32% | ||||||||
| Bryant Venture Phaes I-A&C, LLC | District of Columbia | Limited Liability Company | 72.2328% | ||||||||
| Bryant Venture Phaes1-B, LLC | District of Columbia | Limited Liability Company | 71.2624% | ||||||||
| Bryant Venture Phaes I-D, LLC | District of Columbia | Limited Liability Company | 71.9395% | ||||||||
| Bryant Venture Phaes I-E, LLC | District of Columbia | Limited Liability Company | 72.2301% | ||||||||
| BC FRP Realty LLC | Maryland | Limited Liability Company | 50% | ||||||||
| Brooksville Quarry LLC | Florida | Limited Liability Company | 50% | ||||||||
| Woodfield .408 Jackson OZB LLC | Delaware | Limited Liability Company | 40% | ||||||||
| Woodfield Riverside OZB LLC | Delaware | Limited Liability Company | 40% | ||||||||
| FRP OZ Fund 2023-A LLC | Delaware | Limited Liability Company | 100% | ||||||||
| Woodfield FRP Woven, LLC | Delaware | Limited Liability Company | 50% | ||||||||
| Lakeland Logistics Park Venture, LLC | Florida | Limited Liability Company | 50% | ||||||||
| Davie Logistics Park Venture, LLC | Florida | Limited Liability Company | 50% | ||||||||
| (1) As part of our new partnership with SIC and MRP, we sold a 20% interest in a tenancy-in-common of Dock 79 where FRP Holdings, Inc. is the majority partner with a 52.8% ownership | |||||||||||
| (2 ) As part of our new partnership with SIC and MRP, we sold a 20% interest in a tenancy-in-common of The Maren where FRP Holdings, Inc. is the majority partner with a 56.3% ownership | |||||||||||
| Exhibit 23 | |||||
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FRP Holdings, Inc.
Jacksonville, Florida
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333- 125099, 333-131475 and 333-216025) of FRP Holdings, Inc. of our report dated March 5, 2025, relating to the consolidated financial statements which appear in the Annual Report to Shareholders incorporated by reference herein.
Respectfully submitted,
Hancock Askew & Co., LLP
Jacksonville, Florida
March 5, 2025
| CERTIFICATIONS | Exhibit 31(a) | ||||
I, John D. Baker III, certify that:
1.I have reviewed this annual report on Form 10-K of FRP Holdings, Inc.;
2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal annual that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 18, 2025 | /s/John D. Baker III | ||||
| John D. Baker III | |||||
| Chief Executive Officer | |||||
| CERTIFICATIONS | Exhibit 31(b) | ||||
I, Matthew C. McNulty, certify that:
1.I have reviewed this annual report on Form 10-K of FRP Holdings, Inc.;
2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal annual that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 18, 2025 | /s/Matthew C. McNulty | ||||
| Matthew C. McNulty | |||||
| Treasurer and Chief Financial Officer | |||||
| CERTIFICATIONS | Exhibit 31(c) | ||||
I, John D. Klopfenstein, certify that:
1.I have reviewed this annual report on Form 10-K of FRP Holdings, Inc.;
2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal annual that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 18, 2025 | /s/John D. Klopfenstein | ||||
| John D. Klopfenstein | |||||
| Controller and Chief Accounting Officer | |||||
| Exhibit 32 | |||||
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of FRP Holdings, Inc.
| FRP Holdings, Inc. | |||||||||||
Date: March 18, 2025 | By | JOHN D. BAKER III | |||||||||
| John D. Baker III | |||||||||||
| Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| By | MATTHEW C. MCNULTY | ||||||||||
| Matthew C. McNulty | |||||||||||
| Treasurer and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
| By | JOHN D. KLOPFENSTEIN | ||||||||||
| John D. Klopfenstein | |||||||||||
| Controller and Chief Accounting | |||||||||||
| Officer (Principal Accounting Officer) | |||||||||||
A signed original of this written statement required by Section 906 has been provided to FRP Holdings, Inc. and will be retained by FRP Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification accompanies the issuer’s Annual Report on Form 10-K and is not filed as provided in SEC Release Nos. 33-8212, 34-4751 and IC-25967, dated June 30, 2003.