10q10k10q10k.net

What changed in FRP HOLDINGS, INC.'s 10-K — 2022 vs 2023

vs

Paragraph-level year-over-year comparison of FRP HOLDINGS, INC.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+73 added−76 removedSource: 10-K (2024-03-26) vs 10-K (2023-03-23)

Top changes in FRP HOLDINGS, INC.'s 2023 10-K

73 paragraphs added · 76 removed · 67 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

7 edited+0 added−1 removed9 unchanged
Biggest changeWe expect our business to be affected by the pandemic for as long as government intervention and regulation is deemed necessary to combat the threat. Environmental Matters. The Company incurs costs from time to time to investigate and remediate environmental contamination on its real estate, in particular, in connection with our Development Segment.
Biggest changeFinancial information is discussed by industry segment in Note 10 to the consolidated financial statements included in the accompanying 2023 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, in particular, in connection with our Development Segment.
Additionally, our Development Segment will form joint ventures on new developments of land not previously owned by the Company. The Stabilized Joint Venture Segment includes joint ventures which own, lease and manage buildings that have met our initial lease-up criteria. We intend to transfer additional joint ventures from our Development Segment into this segment as they reach stabilization.
Additionally, our Development Segment will form joint ventures on new developments of 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.
Our small but dedicated workforce has extraordinarily low turnover, and the average tenure of our employee is 13.4 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.
Our small but dedicated workforce has extraordinarily low turnover, and the average tenure of our employee is 12.3 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.
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, and Vulcan Materials Company (“Vulcan” or “Vulcan Materials”) accounted for 23% of the Company’s consolidated revenues in 2022.
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, and Vulcan Materials Company (“Vulcan” or “Vulcan Materials”) accounted for 24% of the Company’s consolidated revenues in 2023.
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 13 people and was provided services by three executive officers under a related party agreement at December 31, 2022.
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 15 people and was provided services by three executive officers under a related party agreement at December 31, 2023.
Our business segments are: (i) leasing and management of commercial properties owned by the Company (the “Asset Management 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, warehouse, and office buildings either alone or through joint ventures (the “Development Segment”), (iv) ownership, leasing and management of buildings through joint ventures (the “Stabilized Joint Venture Segment”).
Our business segments are: (i) leasing and management of industrial and commercial properties (the “Industrial and Commercial Segment” previously named “Asset Management 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” previously named “Stabilized Joint Venture Segment”).
The Asset Management Segment owns, leases and manages in-service commercial properties wholly owned by the Company. Currently this includes seven warehouses in two business parks, an office building partially occupied by the Company, and two ground leases.
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.
Removed
Financial information is discussed by industry segment in Note 10 to the consolidated financial statements included in the accompanying 2022 Annual Report to Shareholders, which is incorporated herein by reference. Impact of the COVID-19 Pandemic. We have continued operations throughout the pandemic and have made every effort to act in accordance with national, state, and local regulations and guidelines.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

20 edited+2 added−7 removed41 unchanged
Biggest changeAs a result, the Company’s comprehensive income will be impacted by factors outside our control such as fluctuations in interest rates that impact the value of our investment portfolio. The Company could incur losses should it sell the Notes prior to maturity. Our Asset Management and Development Segments face competition from numerous sources.
Biggest changeThe Company measures the fair value of these investments on a quarterly basis and recognizes the unrealized gain or loss in its comprehensive income. As a result, the Company’s comprehensive income will be impacted by factors outside our control such as fluctuations in interest rates that impact the value of our investment portfolio.
While we have recovered partial reimbursement for these costs from neighboring property owners, we still expect to incur significant environmental costs in connection with construction. 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.
While we have recovered partial reimbursement for these costs from neighboring property owners, we still expect to incur significant environmental costs in 7 connection with construction. 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.
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 8 any of our tenants become a debtor in a case under the U.S.
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.
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 6 joint venture generally, we 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.
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 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.
The construction costs of these 10 projects may exceed original estimates and possibly make the completion of a property uneconomical. 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 construction costs of these projects may exceed original estimates and possibly make the completion of a property uneconomical. 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.
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.
Our business may be adversely affected by seasonal factors and harsh weather conditions. 6 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.
Similarly, the repurchase or redemption rights or dividend, distribution or liquidation 11 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.
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.
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.
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 10 discourage, delay or prevent a change in control of FRP that a shareholder may consider favorable.
The presence of contaminated material at our Riverfront on the Anacostia development site will subject 7 us to substantial environmental liability and costs as construction proceeds.
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.
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.
Bankruptcy Code, we cannot evict that tenant 8 solely because of its bankruptcy. The bankruptcy court may authorize the tenant to reject and terminate its lease with the Company.
Baker, II beneficially owned approximately 15.7% of the outstanding shares of our common stock (79.9% 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 22% of the outstanding shares of our common stock.
Baker, II beneficially owned approximately 15.8% of the outstanding shares of our common stock (79.4% 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 21.2% of the outstanding shares of our common stock.
Such a downturn could be triggered by such factors as the downsizing or relocation of government jobs, increased work from home opportunities, crime or acts of terrorism. We cannot be sure that these markets will continue to grow or demand the type of assets in our portfolio.
Such a downturn could be triggered by such factors as the downsizing or relocation of government jobs, crime or acts of terrorism. We cannot be sure that these markets will continue to grow or demand the type of assets in our portfolio.
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, 2022, we had outstanding non-recourse mortgage indebtedness of $180,070,000, secured by developed real estate properties having a carrying value of $254,856,000.
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, 2023, we had outstanding non-recourse mortgage indebtedness of $180,070,000, secured by developed real estate properties having a carrying value of $246,804,000.
Uninsured losses could significantly reduce our earnings. We self-insure for a portion of our claims exposure resulting from 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.
We self-insure for a portion of our claims exposure resulting from 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.
As of December 31, 2022, our Chief Executive Officer, John D.
As of December 31, 2023, our Chief Executive Officer, John D.
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; prohibiting shareholders from calling special meetings of shareholders or 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 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.
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.
The Company could incur losses should it sell the Notes prior to maturity. 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.
Climate change presents an array of risks to real estate companies due to sea level rise, flooding, extreme weather, stronger storms and human migration. [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.
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.
The Company's actual expense to address this issue may be materially higher or lower than the expense previously recorded depending upon the actual costs incurred. Our operations could be adversely affected by climate change and climate change regulations.
The Company's actual expense to address this issue may be materially higher or lower than the expense previously recorded depending upon the actual costs incurred. The geographic concentration of our properties makes our business more vulnerable to severe weather conditions, natural disasters and climate change.
As of December 31, 2022, the Company had total investments of $161,585,000 in U.S. Treasury Notes which mature in late 2023. The Company measures the fair value of these investments on a quarterly basis and recognizes the unrealized gain or loss in its comprehensive income.
These restrictions could cause us to default on our unsecured line of credit or negatively affect our operations. Fluctuations in value of our U.S. Treasury debt investments. As of December 31, 2023, the Company had total investments of $128,795,000 in U.S. Treasury Notes which mature through mid-2024.
Removed
These restrictions could cause us to default on our unsecured line of credit or negatively affect our operations. The replacement of LIBOR with an alternative reference rate may adversely affect interest expense related to outstanding debt and our financial results.
Added
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.
Removed
The United Kingdom’s Financial Conduct Authority (FCA) has announced that it would phase out LIBOR as a benchmark by June 30, 2023.
Added
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.
Removed
We will need to agree upon a replacement index with our lenders, which would require an amendment to our borrowing arrangements that use LIBOR as a factor in determining the interest rate (including our credit agreement with Wells Fargo), and the interest rate thereunder will likely change. The U.S.
Removed
Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index, the Secured Overnight Financing Rate (SOFR), calculated using short-term repurchase agreements backed by Treasury securities.
Removed
Whether or not SOFR, or another alternative reference rate, attains market traction as a LIBOR replacement tool remains in question. The transition to an alternative rate will require careful and deliberate consideration and implementation so as to not disrupt the stability of financial markets.
Removed
There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates, or borrowing costs to borrowers, any of which could have an adverse effect on our business, results of operations and financial condition. Furthermore, any changes announced by the FCA, U.S.
Removed
Federal Reserve, or other regulators in the method pursuant to which the reference rates are determined may result in a sudden or prolonged increase or decrease in the reported reference rates, which could have an adverse effect on our interest payments and our results of operations and financial condition. Fluctuations in value of our U.S. Treasury debt investments.

Item 2. Properties

Properties — owned and leased real estate

32 edited+4 added−0 removed17 unchanged
Biggest changeAt December 31, 2022, this segment owned the following future development parcels: 1) Six acres of horizontally developed land at Hollander Business Park in Baltimore City, Maryland with one 101,750 square feet industrial build-to-suit awaiting final certificate of occupancy. 2) 54 acres of land that will be capable of supporting over 690,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, Maryland. 3) 17 acres of land in Harford County, Maryland that can accommodate 259,000 square feet of industrial development. 4) 170 acres of land in Cecil County, Maryland that can accommodate 900,000 square feet of industrial development.
Biggest changeAt December 31, 2023, this segment owned the following future development parcels: 1) 54 acres of land that will be capable of supporting over 690,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD. 2) 17 acres of land in Harford County, MD with a 259,200 square foot speculative warehouse project on Chelsea Road under construction due to be complete in the third quarter of 2024. 3) 170 acres of land in Cecil County, MD that can accommodate 900,000 square feet of industrial development.
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 12 Act filings concerning mineral resources and mineral reserves, in accordance with to Subpart 1300 of Regulation S-K.
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.
The following map presents the locations of the Company’s mining properties, which are discussed by 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 16,650 total acres.
The following map presents the locations of the Company’s mining properties, which are discussed by segment (as reported in the Company’s financial statements) below: 13 Mining Properties . The Company owns a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 16,650 total acres.
A revised Planned Unit Development (PUD) plan was approved in 2012 and permits 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 14 accessible open spaces and a waterfront esplanade along the Anacostia River.
A revised Planned Unit Development (PUD) plan was approved in 2012 and permits 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.
Our 13 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.
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.
The first phase (now known as Dock 79), which was completed through a joint venture with MRP Realty, and which consisted of a single building with residential and retail uses, became our fourth business segment in July 2017, now known as the Stabilized Joint Venture Segment.
The first phase (now known as Dock 79), which was completed through a joint venture with MRP Realty, and which consisted of a single building with residential and retail uses, became our fourth business segment in July 2017, now known as the Multifamily Segment.
The second phase (now known as The Maren), also completed through a joint venture with MRP Realty and consists of a single building with residential and retail uses, was added to the Stabilized Joint Venture Segment effective March 31, 2021.
The second phase (now known as The Maren), also completed through a joint venture with MRP Realty and consists of a single building with residential and retail uses, was added to the Multifamily Segment effective March 31, 2021.
This first phase is a mixed-use development which supports 487 residential units and 91,661 square feet of first floor and stand-alone retail on approximately five acres of the roughly 12-acre site.
This first phase is a mixed-use development which supports 487 residential units and 91,607 square feet of first floor and stand-alone retail on approximately five acres of the roughly 12-acre site.
The property is subject to commercial leases with various tenants. 2) 155 E. 21 st Street in Duval County, Florida was an office building property that remains under lease through March 2026.
The property is subject to commercial leases with various tenants. 2) 155 E. 21 st Street in Duval County, FL was an office building property that remains under lease through March 2026.
At December 31, 2022, this segment was invested in the following stabilized 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.
At December 31, 2023, 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.
Retail at this location is 100%. The Company owns 40% of the development. 7) Windlass Run: In March 2016, the Company entered into an agreement with St.
Retail at this location is 100% leased. The Company owns 40% of the development. 15 7) Windlass Run: In March 2016, the Company entered into an agreement with St.
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.
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.
Woodfield specializes in Class-A multi-family, 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 multi-family units and 4,539 square feet of retail space.
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.
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, 2022, 2021, and 2020, aggregate tons sold were approximately 244,000, 280,000 and 285,000, respectively. Other Properties. The Company also owns an additional 36 acres of investment property in Brooksville, Florida.
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, 2023, 2022, and 2021, aggregate tons sold were approximately 259,000, 244,000 and 280,000, respectively. Other Properties. The Company also owns an additional 36 acres of investment property in Brooksville, Florida.
Development Segment – Land Held for Investment or Sale. At December 31, 2022, 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.
Development Segment – Land Held for Development or Sale. 14 At December 31, 2023, 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.
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 6,758 square feet of retail space. 3) Riverside: Riverside Joint Venture in Greenville South Carolina is a joint venture with Woodfield Development which includes a 200-unit residential apartment building.
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.
This land is generally held by the Company in four distinct segments: (i) Asset Management 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 and held for investment to be further developed for future income production or sales to third parties), and (iv) Stabilized Joint Venture Segment (ownership, leasing and management of buildings through joint ventures).
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 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 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 buildings through joint ventures).
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 reserve estimates and geological studies conducted by tenants and their industry professionals. Locations.
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. Locations.
In March 2017, reconstruction of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development. 6) .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 Greenville, South Carolina.
In March 2017, reconstruction of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development. 6) .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.
Construction is complete and leasing efforts are under way. 4) The Verge: On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located at 1800 Half Street, Washington, D.C.
Construction is complete and leasing efforts are nearing completion. 4) The Verge: On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located at 1800 Half Street, Washington, D.C.
Construction is complete and leasing is under way. 5) 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.
Construction is complete and leasing is nearing completion. 5) 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.
At December 31, 2022 Phase I was 50.7% leased and 48.0% occupied, the subsequent phases will follow as each phase is stabilized. 8) 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 554 multifamily units, 72,000 square feet of commercial space, 41,000 square feet of office space and a boutique 170-key hotel.
At December 31, 2023 Phase I was 73.4% leased and 62.8% occupied, the subsequent phases will follow as each phase is stabilized. 8) 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 554 multifamily units, 72,000 square feet of commercial space, 41,000 square feet of office space and a boutique 170-key hotel.
It is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017. The temporary certificate of occupancy was received in December 2022. Leasing began in the fourth quarter of 2022 with residential units 21.6% leased and 4.9% occupied at quarter end.
It is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017. The temporary certificate of occupancy was received in December 2022. Leasing began in the fourth quarter of 2022 with residential units 95.2% leased and 93.4% occupied at quarter end.
Cemex expects to begin mining after completing the work necessary to prepare this site to become an active sand mine. Brooksville Joint Venture.
Cemex expects to begin mining in late 2024 after completing the work necessary to prepare this site to become an active sand mine. Brooksville Joint Venture.
Johns Properties Inc., a Baltimore development company, to jointly develop the remaining lands of our Windlass Run Business Park, located in Middle River, Maryland, into a multi-building business park consisting of approximately 329,000 square feet of single-story office space.
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 space. The project will take place in several phases.
We permitted the tenant to demolish all structures on the property during 2018. 3) Cranberry Run Business Park in Hartford County, Maryland consists of five office buildings totaling 267,737 square feet which are 100% leased and occupied.
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 final two phases, Phase 3 and Phase 4 remain under a first-stage PUD approval expiring April 5, 2023, permitting 500,000 square feet of development. 2) Hampstead Trade Center: The Hampstead Trade Center property in Hampstead, Carroll County, Maryland is a 118-acre parcel located adjacent to the State Route 30 bypass.
The final two phases, Phase 3 and Phase 4 remain under a first-stage PUD approval expiring March 30, 2025, permitting 571,671 square feet of development. 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 project will take place in several phases, with construction of the first phase, which includes two office buildings and two retail 15 buildings totaling 100,030-square-feet (inclusive of 27,950 retail), commenced in the fourth quarter of 2017 and was completed in January 2019.
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.
As of December 31, 2022, the Asset Management Segment includes eight buildings at four commercial properties owned by the Company in fee simple as follows: 1) 34 Loveton Circle in suburban Baltimore County, Maryland consists of one office building totaling 33,708 square feet which is 95.1% occupied (16% of the space is occupied by the Company for use as our Baltimore headquarters).
As of December 31, 2023, 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. 4) Hollander 95 Business Park in Baltimore City, Maryland consists of two buildings totaling 145,590 square feet that were completed in the fourth quarter of 2021 and are 100.0% leased and 45.4% occupied Mining Royalty Lands Segment. Introduction.
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 12 Mining Royalty Lands Segment. Introduction.
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. Stabilized Joint Venture Segment.
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. 9) 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.
In certain locations, typically where the reserves 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, 2022, 2021 and 2020, aggregate tons sold with respect to the Company’s mining properties were approximately 9,525,000, 7,575,000 and 8,206,000, respectively.
In the fiscal years ended December 31, 2023, 2022 and 2021, aggregate tons sold with respect to the Company’s mining properties were approximately 9,569,000, 9,525,000 and 7,575,000, respectively.
Added
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.
Added
The Company entered into a separate agreement with MRP to perform pre-development obligations for the contribution agreement.
Added
The company owns 50% of the partnership with MRP . 10) 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.
Added
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. Multifamily Segment.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−0 removed3 unchanged
Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers Total Number of Shares Purchased Approximate As Part of Dollar Value of Total Publicly Shares that May Number of Average Announced Yet Be Purchased Shares Price Paid Plans or Under the Plans Period Purchased per Share Programs or Programs (1) October 1 through October 31 — $ — — $ 9,363,000 November 1 through November 30 — $ — — $ 9,363,000 December 1 through December 31 — $ — — $ 9,363,000 Total — $ — — (1) On February 4, 2015, the Board of Directors authorized management to expend up to $5,000,000 to repurchase shares of the Company’s common stock from time to time as opportunities arise.
Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers Total Number of Shares Purchased Approximate As Part of Dollar Value of Total Publicly Shares that May Number of Average Announced Yet Be Purchased Shares Price Paid Plans or Under the Plans Period Purchased per Share Programs or Programs (1) 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.
Information concerning stock prices is included under the caption "Quarterly Results" on page 9 of the Company's 2022 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 cash dividends.
Information concerning stock prices is included under the caption "Quarterly Results" on page 9 of the Company's 2023 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 cash dividends.
Information concerning restrictions on the payment of cash dividends is included in Note 4 to the consolidated financial statements included in the accompanying 2022 Annual Report to Shareholders, and such information is incorporated herein by reference. Securities Authorized for Issuance Under Equity Compensation Plans.
Information concerning restrictions on the payment of cash dividends is included in Note 4 to the consolidated financial statements included in the accompanying 2023 Annual Report to Shareholders, and such information is incorporated herein by reference. Securities Authorized for Issuance Under Equity Compensation Plans.
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 2022 Annual Report to Shareholders, and such information is incorporated herein by reference. 17
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 2023 Annual Report to Shareholders, and such information is incorporated herein by reference. 17
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. There were approximately 327 holders of record of FRP Holdings, Inc. common stock, $.10 par value, as of December 31, 2022. The Company's common stock is traded on the Nasdaq Stock Market (Symbol FRPH). Price Range of Common Stock.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. There were approximately 315 holders of record of FRP Holdings, Inc. common stock, $.10 par value, as of December 31, 2023. The Company's common stock is traded on the Nasdaq Stock Market (Symbol FRPH). Price Range of Common Stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

3 edited+0 added−1 removed0 unchanged
Biggest changeThe following table presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding each year-end, and fair value of total debt as of December 31, 2022 (dollars in thousands): 2023 2024 2025 2026 2027 Thereafter Total Fair Value Fixed rate debt $ — $ — $ — $ — $ — $ 180,070 $ 180,070 $ 142,785 Average interest for fixed rate debt 3.03 % 3.03 % 3.03 % 3.03 % 3.03 % 3.03 % 3.03 %
Biggest changeThe following table presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding each year-end, and fair value of total debt as of December 31, 2023 (dollars in thousands): 2024 2025 2026 2027 2028 Thereafter Total Fair Value Fixed rate debt $ — $ — $ — $ — $ — $ 180,070 $ 180,070 $ 145,678 Average interest for fixed rate debt 3.03 % 3.03 % 3.03 % 3.03 % 3.03 % 3.03 % 3.03 %
The Company did not have any variable rate debt outstanding at December 31, 2022, 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. For our debt instruments with variable interest rates, changes in interest rates affect the amount of interest expense incurred.
The Company did not have any variable rate debt outstanding at December 31, 2023, so a sensitivity analysis was not performed to determine the impact of hypothetical changes in interest rates on the Company’s results of operations and cash flows. For our debt instruments with variable interest rates, changes in interest rates affect the amount of interest expense incurred.
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, 2022 was Daily 1-Month LIBOR plus 1.0%.
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, 2023 was Daily Simple SOFR plus 2.25%.
Removed
The applicable margin for such borrowings will be increased in the event that our debt to capitalization ratio as calculated under the Wells Fargo Credit Agreement Facility exceeds a target level.

Other FRPH 10-K year-over-year comparisons