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What changed in FRP HOLDINGS, INC.'s 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of FRP HOLDINGS, INC.'s 2023 and 2024 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 2024 report.

+85 added92 removedSource: 10-K (2025-03-18) vs 10-K (2024-03-26)

Top changes in FRP HOLDINGS, INC.'s 2024 10-K

85 paragraphs added · 92 removed · 77 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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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.
Biggest changeWe employ this tactic because of its positive impact on our tenant renewal success rate over the years. 5 Table of contents 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.
Our Mining Royalty Lands Segment owns several properties totaling approximately 16,650 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 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.
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, 1998.
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.
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”).
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”).
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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Our hands-on in-house management team focuses on tenant satisfaction during the life of the lease which we have found to be very beneficial with respect to our tenant renewal success rate over the years. 5 Financial Information.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWhile 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.
Biggest changeThe 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.
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.
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 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. · 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 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. 9 Table of contents 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.
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.
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.
An occurrence of unusually harsh or long-lasting inclement weather such as hurricanes, tornadoes 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.
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.
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.
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.
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 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.
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.
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 6 Table of contents 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 uncollateralized revolving credit agreement contains customary negative covenants and other financial and operating covenants that, among other things: 9 · restricts our ability to incur certain additional indebtedness; · restricts our ability to make certain investments; · restricts our ability to merge with another company; · restricts our ability to pay dividends; · requires us to maintain financial coverage ratios; and · requires us to not encumber certain assets except as approved by the lenders.
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.
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.
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.
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.
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.
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 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.
If we are unable to obtain leases sufficient to cover carrying costs, then our cash flows may be adversely affected. The bankruptcy or insolvency of significant tenants with long-term leases may adversely affect income produced by our properties.
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. 8 Table of contents The bankruptcy or insolvency of significant tenants with long-term leases may adversely affect income produced by our properties.
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. Nearly all of our residential/mixed-use and commercial properties are located in the Baltimore area and Washington, D.C.
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.
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.
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 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.
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.
The market environment and existing lease commitments 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.
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.
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.
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. 10 Table of contents Provisions in our articles of incorporation and bylaws and certain provisions of Florida law could delay or prevent a change in control of FRP.
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.
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.
These provisions apply even if a takeover offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our board of directors determines is not in the Company’s or the shareholders’ best interests. FRP may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock.
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.
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 before debt repayments and capital expenditures may be adversely affected. We may be unable to lease currently vacant properties.
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.
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.
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. 7 Table of contents 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.
While we are proud of the returns to shareholders and our sustainable practices in construction and environmental management, we recognize our responsibility to focus on these key issues that impact our long-term sustainability. Our failure to demonstrate this commitment could dissuade institutional investors from holding our stock, which would result in downward pressure on our stock price. Item 1B.
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. 11 Table of contents
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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.
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The Trump administration has created an initiative known as the Department of Governmental Efficiency focused on reducing government expenditures.
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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.
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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.
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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.
Added
Governmental agencies also may create liens on contaminated sites for damages it incurred to address such contamination.
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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.
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The 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.
Removed
As of December 31, 2023, our Chief Executive Officer, John D.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeItem 1C. CYBERSECURITY. We have processes in place for assessing, identifying, and managing material risks from cybersecurity threats which could result in information security breaches and significant disruption to our business. We have a multi-layer security approach including specialized hardware/software, access protocols, third-party 11 assessments, and regular training.
Biggest changeItem 1C. CYBERSECURITY. We have processes in place for assessing, identifying, and managing material risks from cybersecurity threats which could result in information security breaches and significant disruption to our business. We have a multi-layer security approach including specialized hardware/software, access protocols, third-party assessments, and regular training.
Our IT consultant monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of software tools, and regularly reports to management. In 2023, we did not identify any cybersecurity events that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial condition.
Our IT consultant monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of software tools, and regularly reports to management. In 2024, we did not identify any cybersecurity events that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAt 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.
Biggest changeIn 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.
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.
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 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.
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.
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).
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).
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).
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).
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.
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.
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 13,876 acres) are currently being mined, and five of the Company’s quarries (located in Marion County, FL, Lake Louisa, FL, Astatula, FL and Lake Sand, FL and Forest Park, GA; totaling 2,778 acres) are leased but are not currently being mined.
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.
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.
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.
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.
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 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.
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.
Item 2. PROPERTIES. The Company owns (predominately in fee simple but also through ownership of interests in joint ventures) approximately 21,000 acres of land in Florida, Georgia, Maryland, Virginia, South Carolina, and the District of Columbia.
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.
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.
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.
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.
In April 2011, the Florida 14 Table of contents 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.
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.
We permitted the tenant to demolish all structures on the property during 2018. 12 Table of contents 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.
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 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. 13 Table of contents Locations.
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.
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.
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.
Johns Properties Inc., a Baltimore development company, to jointly develop the remaining lands of our Windlass Run Business 15 Table of contents 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.
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.
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 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 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.
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.
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.
This property is the first phase of the Bryant Street Master Plan. 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.
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.
At 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 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.
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.
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.
We are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”. 3) 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. 16 Table of contents 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 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 eleven-story structure has 344 apartments and 8,536 square feet of ground floor retail.
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 Table of contents PART II
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.
Woodfield specializes in Class-A multifamily, mixed-use developments primarily in the Carolinas and DC.
This property is currently under lease to Vulcan Materials for use as a concrete batch plant through 2026.
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.
Removed
In May 2014, the Company entered into an amendment to our lease with Vulcan for our Fort Myers location requiring that the mining be accelerated and that the mining plan be conformed to accommodate the future construction of up to 105 residential dwelling units around the mined lakes.
Added
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.
Removed
In return, the Company granted Lee County an option to purchase a right of way for a connector road that would benefit the residential area on our property and to place a conservation easement on part of the property, which the County exercised in 2020.
Added
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.
Removed
Mining activity commenced in 2017 following Lee County’s issuance of a mine operating permit allowing Vulcan to begin production. In November 2017, Lake County commissioners voted to approve a permit to Cemex to mine the Company’s land in Lake Louisa, Florida. The county issued the permit in July 2019.
Added
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).
Removed
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.
Added
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.
Removed
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.
Removed
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.
Removed
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.
Removed
The Company owns 40% of the venture. Item 3. LEGAL PROCEEDINGS. None. Item 4. MINE SAFETY DISCLOSURES. None. 16 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added0 removed2 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 $ $ 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.
Biggest changePurchases 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.
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 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 2023 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 2024 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 2023 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 2024 Annual Report to Shareholders, and such information is incorporated herein by reference.
On August 26, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. Item 6. [RESERVED] Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
On August 26, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. Item 6. [RESERVED] 18 Table of contents Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
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 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.
Added
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.

Item 7. Management's Discussion & Analysis

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

3 edited+0 added0 removed0 unchanged
Biggest changeThe 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.
Biggest changeThere 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.
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%.
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%.
The 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 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 %

Other FRPH 10-K year-over-year comparisons