FALSE000084405900008440592024-11-062024-11-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 5, 2025
FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
001-36769
(Commission File Number)
47-2449198
(IRS Employer Identification No.)
200 W. FORSYTH STREET, 7TH FLOOR
JACKSONVILLE, FL
(Address of principal executive offices)
32202
(Zip Code)
(904) 858-9100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockFRPH
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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. o


Item 2.02. Results of Operations and Financial Condition.
On March 5, 2025, FRP Holdings, Inc. issued a press release announcing results of operations for the fourth quarter ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1.
The information in this report (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Description


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FRP HOLDINGS, INC.
Registrant
Date:  November 6, 2024By:/s/Matthew C. McNulty
Matthew C. McNulty
Chief Financial Officer & Treasurer


image_0.jpgFRP HOLDINGS, INC./NEWS
Contact: Matthew C. McNulty
Chief Financial Officer
904/858-9100
FRP HOLDINGS, INC. (NASDAQ: FRPH) ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR MONTHS ENDED DECEMBER 31, 2024
FRP Holdings, Inc. (NASDAQ-FRPH) Jacksonville, Florida; March 5, 2025 –
FRP Holdings is a real estate asset developer and manager across three differing asset classes including Multifamily, Industrial and Commercial, and Mining and Royalty Lands.


Net Income Results - Net income for the fourth quarter of 2024 was $1,679,000 or $.09 per share versus $2,880,000 or $.15 per share in the fourth quarter of 2023. Net income for 2024 was $6,385,000 or $.34 per share versus $5,302,000 or $.28 per share in 2023.

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 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
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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 is 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.


Fourth Quarter Highlights.
•21% increase in pro rata Net Operating Income (NOI) ($9.1 million vs $7.6 million)
•21% increase in the Multifamily segment’s NOI
•Mining Royalty Land's revenue increased 19%, and segment NOI increased 34%

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COMPARATIVE RESULTS OF OPERATIONS
Consolidated Results
(dollars in thousands)
Three months ended December 31
20242023Change%
Revenues:
Lease revenue$7,072 7,206 $(134)-1.9 %
Mining royalty and rents3,459 2,899 560 19.3 %
Total revenues10,531 10,105 426 4.2 %
Cost of operations:
Depreciation, depletion and amortization2,558 2,406 152 6.3 %
Operating expenses1,741 1,790 (49)-2.7 %
Property taxes920 905 15 1.7 %
General and administrative2,393 1,821 572 31.4 %
Total cost of operations7,612 6,922 690 10.0 %
Total operating profit2,919 3,183 (264)-8.3 %
Net investment income2,317 2,690 (373)-13.9 %
Interest expense(668)(1,064)396 -37.2 %
Equity in loss of joint ventures(2,777)(1,352)(1,425)105.4 %
(Loss) gain on sale of real estate182 46 136 295.7 %
Income before income taxes1,973 3,503 (1,530)-43.7 %
Provision for income taxes286 618 (332)-53.7 %
Net income1,687 2,885 (1,198)-41.5 %
Income (loss) attributable to noncontrolling interest8 5 3 60.0 %
Net income attributable to the Company$1,679 2,880 $(1,201)-41.7 %
Net income for the fourth quarter of 2024 was $1,679,000 or $.09 per share versus $2,880,000 or $.15 per share last year. Pro rata NOI for the fourth quarter of 2024 was $9,103,000 versus $7,553,000 last year.

•General and administrative expense increased $572,000 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 decreased $373,000 due to reduced income from our lending ventures ($96,000), and decreased preferred interest ($346,000) due to the conversion of FRP preferred equity to common equity at Bryant Street. This decrease was mitigated by increased earnings on cash equivalents ($69,000).
•Interest expense decreased $396,000 compared to the same period last year as we capitalized $427,000 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.
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•Equity in loss of Joint Ventures increased $1,425,000 due primarily to a one-time gain of $1,886,000 received in the fourth quarter of last year versus an expense of $124,000 in this year’s fourth quarter in connection with the loan guarantee on our Bryant Street multifamily development. Notwithstanding the negative impact of the loan guarantee on this year’s fourth quarter versus last year, we saw improved operating results at The Verge ($486,000) and .408 Jackson ($90,000) compared to the same quarter last year.
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).
Three months ended December 31
(dollars in thousands)2024%2023%Change%
Lease revenue$8,162 100.0 %7,249 100.0 %913 12.6 %
Depreciation and amortization3,303 40.5 %3,282 45.3 %21 .6 %
Operating expenses2,894 35.5 %2,325 32.1 %569 24.5 %
Property taxes1,009 12.4 %1,019 14.1 %(10)-1.0 %
Cost of operations7,206 88.3 %6,626 91.4 %580 8.8 %
Operating profit before G&A$956 11.7 %623 8.6 %333 53.5 %
Depreciation and amortization3,303 3,282 21 
Unrealized rents & other27 (377)404 
Net operating income$4,286 52.5 %3,528 48.7 %758 21.5 %
The combined consolidated and unconsolidated pro rata net operating income this year for this segment was $4,286,000, up $758,000 or 22% compared to $3,528,000 last year. Most of this increase was from the lease up of The Verge which contributed $690,000 of pro rata NOI compared to $182,000 in the Development segment last year, an increase of $508,000. Same store NOI (Dock, Maren & Riverside) increased $228,000 or 12%.
Apartment BuildingUnitsPro rata NOI
Q4 2024		Pro rata NOI
Q4 2023		Avg. Occupancy Q4 2024Avg. Occupancy Q4 2023Renewal Success Rate Q4 2024Renewal % increase Q4 2024
Dock 79 Anacostia DC305$958,000$886,00094.4 %94.8 %65.4 %4.0 %
Maren Anacostia DC264$956,000$855,00093.9 %94.1 %58.1 %3.5 %
Riverside Greenville200$179,000$124,00092.6 %95.2 %60.0 %3.0 %
Bryant Street DC487$1,205,000$1,254,00089.7 %93.7 %60.3 %2.5 %
.408 Jackson Greenville227$298,000$227,00096.2 %90.4 %71.0 %3.8 %
Verge Anacostia DC344$690,000$182,00090.9 %79.0 %72.1 %4.3 %
Multifamily Segment1,827$4,286,000$3,528,00092.5 %92.0 %
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Multifamily Segment (Consolidated - Dock & Maren)

Three months ended December 31
(dollars in thousands)2024%2023%Change%
Lease revenue$5,504 100.0 %5,370 100.0 %134 2.5 %
Depreciation and amortization1,989 36.2 %1,971 36.8 %18 0.9 %
Operating expenses1,494 27.1 %1,467 27.3 %27 1.8 %
Property taxes623 11.3 %582 10.8 %41 7.0 %
Cost of operations4,106 74.6 %4,020 74.9 %86 2.1 %
Operating profit before G&A$1,398 25.4 %1,350 25.1 %48 3.6 %

Total revenues for our two consolidated joint ventures (Dock & Maren) were $5,504,000, an increase of $134,000 versus $5,370,000 last year. Total operating profit before G&A for the consolidated joint ventures was $1,398,000, up 4% versus $1,350,000 last year.


Multifamily Segment (Pro rata unconsolidated)
Three months ended December 31
(dollars in thousands)2024%2023%Change%
Lease revenue$5,162 100.0 %4,323 100.0 %839 19.4 %
Depreciation and amortization2,213 42.9 %2,201 50.9 %12 .5 %
Operating expenses2,073 40.2 %1,527 35.3 %546 35.8 %
Property taxes670 13.0 %701 16.2 %(31)-4.4 %
Cost of operations4,956 96.0 %4,429 102.5 %527 11.9 %
Operating profit before G&A$206 4.0 %(106)(2.5 %)312 
For our four unconsolidated joint ventures, pro rata revenues were $5,162,000, an increase of $839,000 or 19% compared to $4,323,000 in the same period last year. Pro rata operating profit before G&A was $206,000 versus a loss of $106,000 last year, an increase of $312,000.

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Industrial and Commercial Segment
Three months ended December 31
(dollars in thousands)2024%2023%Change%
Lease revenue$1,268 100.0 %1,422 100.0 %(154)(10.8 %)
Depreciation and amortization361 28.5 %368 25.8 %(7)(1.9 %)
Operating expenses212 16.7 %163 11.5 %49 30.1 %
Property taxes69 5.4 %62 4.4 %7 11.3 %
Cost of operations642 50.6 %593 41.7 %49 8.3 %
Operating profit before G&A$626 49.4 %829 58.3 %(203)(24.5 %)
Depreciation and amortization361 368 (7)
Unrealized revenues5 (25)30 
Net operating income$992 78.2 %$1,172 82.4 %$(180)(15.4 %)
Total revenues in this segment were $1,268,000, down $154,000 or 11%, over last year. Operating profit before G&A was $626,000, down $203,000 or (24.5%) from $829,000 last year. Revenues and operating profit are down due to $222,000 of allowance for uncollectible revenue on one tenant in the process of eviction. We were 95.6% leased and occupied during both periods inclusive of the uncollectable space leased. Net operating income in this segment was $992,000, down $180,000 or 15% compared to last year due to the uncollectible revenue.
Mining Royalty Lands Segment Results
Three months ended December 31
(dollars in thousands)2024%2023%Change%
Mining royalty and rent revenue$3,459 100.0 %2,899 100.0 %560 19.3 %
Depreciation, depletion and amortization165 4.7 %25 0.8 %140 560.0 %
Operating expenses16 0.5 %17 0.6 %(1)-5.9 
Property taxes80 2.3 %104 3.6 %(24)-23.1 %
Cost of operations261 7.5 %146 5.0 %115 78.8 %
Operating profit before G&A$3,198 92.5 %2,753 95.0 %445 16.2 %
Depreciation and amortization165 25 140 
Unrealized revenues142 (168)310 
Net operating income$3,505 101.3 %$2,610 90.0 %$895 34.3 %
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Total revenues in this segment were $3,459,000, an increase of $560,000 or 19% versus $2,899,000 last year. Last year’s fourth quarter was negatively impacted by the deduction of $223,000 as a credit for a (prior overpayment of royalties at one location). Royalty tons were up 11%. Total operating profit before G&A in this segment was $3,198,000, an increase of $445,000 versus $2,753,000 last year. Net operating income in this segment was $3,505,000, up $895,000 or 34% compared to last year due to the increased revenues and a beneficial/ positive swing in the unrealized revenue of $310,000.


Development Segment Results
Three months ended December 31
(dollars in thousands)20242023Change
Lease revenue$300 414 (114)
Depreciation, depletion and amortization43 42 1 
Operating expenses19 143 (124)
Property taxes148 157 (9)
Cost of operations210 342 (132)
Operating profit before G&A$90 72 18 
                                                    

With respect to ongoing Development Segment projects:
▪We entered into two new joint venture agreements in early 2024 with 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 1st 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.


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.
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•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%

COMPARATIVE RESULTS OF OPERATIONS
Consolidated Results
(dollars in thousands)
Twelve Months Ended December 31,
20242023Change%
Revenues:
Lease revenue$28,922 28,979 $(57)-.2 %
Mining royalty and rents12,852 12,527 325 2.6 %
Total revenues41,774 41,506 268 .6 %
Cost of operations:
Depreciation, depletion and amortization10,187 10,821 (634)-5.9 %
Operating expenses7,170 7,364 (194)-2.6 %
Property taxes3,437 3,650 (213)-5.8 %
General and administrative9,276 7,971 1,305 16.4 %
Total cost of operations30,070 29,806 264 .9 %
Total operating profit11,704 11,700 4 — %
Net investment income11,112 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 estate182 53 129 243.4 %
Income before income taxes8,489 6,398 2,091 32.7 %
Provision for income taxes2,029 1,516 513 33.8 %
Net income6,460 4,882 1,578 32.3 %
Income (loss) attributable to noncontrolling interest75 (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.
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•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.
•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 amortization13,309 41.1 %12,847 48.3 %462 3.6 %
Operating expenses10,740 33.2 %9,649 36.3 %1,091 11.3 %
Property taxes3,578 11.1 %3,207 12.1 %371 11.6 %
Cost of operations27,627 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 amortization13,309 12,847 462 
Unrealized rents & other118 (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%.

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Apartment BuildingUnitsPro rata NOI
2024		Pro rata NOI
2023		Avg. Occupancy 2024Avg. Occupancy 2023Renewal Success Rate YTD 2024Renewal % increase 2024
Dock 79 Anacostia DC305$3,800,000$3,711,00094.2 %94.4 %67.6 %3.4 %
Maren Anacostia DC264$3,776,000$3,566,00094.3 %95.6 %57.1 %2.6 %
Riverside Greenville200$861,000$800,00095.0 %94.5 %56.4 %4.7 %
Bryant Street DC487$5,793,000$4,849,00091.3 %92.9 %58.1 %2.7 %
.408 Jackson Greenville227$1,298,000$577,00090.0 %59.9 %68.8 %3.2 %
Verge Anacostia DC344$2,649,000$40,00093.3 %46.7 %58.0 %3.1 %
Multifamily Segment1,827$18,177,000$13,543,00092.8 %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 amortization7,936 35.8 %8,768 40.2 %(832)-9.5 %
Operating expenses6,047 27.4 %6,285 28.8 %(238)-3.8 %
Property taxes2,288 10.4 %2,231 10.2 %57 2.6 %
Cost of operations16,271 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 amortization8,960 44.1 %8,055 54.8 %905 11.2 %
Operating expenses7,431 36.5 %6,194 42.1 %1,237 20.0 %
Property taxes2,335 11.5 %1,993 13.6 %342 17.2 %
Cost of operations18,726 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 -204.3 %
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 amortization1,444 25.7 %1,374 25.7 %70 5.1 %
Operating expenses803 14.3 %653 12.2 %150 23.0 %
Property taxes264 4.7 %247 4.6 %17 6.9 %
Cost of operations2,511 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 amortization1,444 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.
11


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 amortization636 5.0 %497 4.0 %139 28.0 %
Operating expenses69 0.5 %68 0.5 %1 1.5 
Property taxes294 2.3 %428 3.4 %(134)-31.3 %
Cost of operations999 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 amortization636 497 139 
Unrealized revenues1,907 (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.
Development Segment Results
Twelve Months Ended December 31,
(dollars in thousands)20242023Change
Lease revenue$1,205 1,801 (596)
Depreciation, depletion and amortization171 182 (11)
Operating expenses251 358 (107)
Property taxes591 744 (153)
Cost of operations1,013 1,284 (271)
Operating profit before G&A$192 517 (325)
                                                    
12

CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
Assets:December 31,
2024		December 31,
2023
Real estate investments at cost:
Land$168,943 141,602 
Buildings and improvements 283,421 282,631 
Projects under construction32,770 10,845 
Total investments in properties485,134 435,078 
Less accumulated depreciation and depletion77,695 67,758 
Net investments in properties407,439 367,320 
Real estate held for investment, at cost11,722 10,662 
Investments in joint ventures153,899 166,066 
Net real estate investments573,060 544,048 
Cash and cash equivalents148,620 157,555 
Cash held in escrow1,315 860 
Accounts receivable, net1,352 1,046 
Federal and state income taxes receivable— 337 
Unrealized rents1,380 1,640 
Deferred costs2,136 3,091 
Other assets622 589 
Total assets$728,485 709,166 
Liabilities:  
Secured notes payable$178,853 178,705 
Accounts payable and accrued liabilities6,026 8,333 
Other liabilities1,487 1,487 
Federal and state income taxes payable611 — 
Deferred revenue2,437 925 
Deferred income taxes67,688 69,456 
Deferred compensation1,465 1,409 
Tenant security deposits805 875 
Total liabilities259,372 261,190 
Commitments and contingencies
Equity:  
Common stock, $.10 par value 25,000,000 shares authorized, 19,046,894 and 18,968,448 shares issued and outstanding, respectively
1,905 1,897 
Capital in excess of par value68,876 66,706 
Retained earnings352,267 345,882 
Accumulated other comprehensive income, net55 35 
Total shareholders’ equity423,103 414,520 
Noncontrolling interests46,010 33,456 
Total equity469,113 447,976 
Total liabilities and equity$728,485 709,166 

13

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.

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 allocation448 (952)(1,764)2,525 1,772 2,029 
Income (loss) before income taxes1,907 (4,050)(7,472)10,744 7,360 8,489 
Less:
Unrealized rents7 — — — — 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/amortization1,444 171 7,936 636 — 10,187 
General and administrative1,203 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 


14

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 Allocation477 (2,983)(158)2,848 1,332 1,516 
Income (loss) before income taxes1,762 (11,026)(1,006)10,530 6,138 6,398 
      
Less:     
Unrealized rents556 — 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 estate2 — 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/Amortization1,374 182 8,768 497 — 10,821 
Management Co. Indirect529 2,471 444 525 — 3,969 
Allocated Corporate Expenses787 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 
Conference Call
The Company will host a conference call on Thursday, March 6, 2025 at 9:00 a.m. (EDT). Analysts, stockholders and other interested parties may access the teleconference live by calling 1-800-343-4849 (passcode 83364) within the United States. International callers may dial 1-203-518-9848 (passcode 83364). Audio replay will be available until March 20, 2025 by dialing 1-800-839-2434 within the United States. International callers may dial 1-402-220-7211. No passcode needed. An audio replay will also be available on the Company’s investor relations page (https://www.frpdev.com/investor-relations/) following the call.

Investors are cautioned that any statements in this press release which relate to the future are, by their nature, subject to risks and uncertainties that could cause actual results and events to differ materially from those indicated in such forward-looking statements. These 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;
15

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; cybersecurity 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.
FRP Holdings, Inc. is a holding company engaged in the real estate business, namely (i) leasing and management of commercial properties owned by the Company, (ii) leasing and management of mining royalty land owned by the Company, (iii) real property acquisition, entitlement, development and construction primarily for apartment, retail, warehouse, and office, (iv) leasing and management of residential apartment buildings.


16
v3.25.0.1
Cover
Nov. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 05, 2025
Registrant Name FRP HOLDINGS, INC.
Entity Incorporation, State or Country Code FL
Entity File Number 001-36769
Entity Tax Identification Number 47-2449198
Entity Address, Address Line One 200 W. FORSYTH STREET
Entity Address, Address Line Two 7TH FLOOR
Entity Address, City or Town JACKSONVILLE
Entity Address, State or Province FL
Entity Address, Postal Zip Code 32202
City Area Code 904
Local Phone Number 858-9100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol FRPH
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Central Index Key 0000844059
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