# FRP Holdings, Inc.: Form 10-K for the period ended Dec 31, 2024 - Company: [FRP Holdings, Inc.](/companies/frph.md) (CIK 844059) - Form: 10-K - Filed: 2025-03-18 - Accepted by EDGAR: Mar 18, 2025, 16:30 ET - Period: 2024-12-31 - Accession: 0000844059-25-000009 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/844059/000084405925000009/frph-20241231.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/844059/000084405925000009/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2024-12-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 12 months, 2024-01-01 to 2024-12-31 | $41.8m | us-gaap:Revenues | | Operating income | 12 months, 2024-01-01 to 2024-12-31 | $11.7m | us-gaap:OperatingIncomeLoss | | Interest expense | 12 months, 2024-01-01 to 2024-12-31 | $3.1m | us-gaap:InterestExpenseNonoperating | | Income tax | 12 months, 2024-01-01 to 2024-12-31 | $2.1m | us-gaap:IncomeTaxExpenseBenefit | | Net income | 12 months, 2024-01-01 to 2024-12-31 | $6.4m | us-gaap:NetIncomeLoss | | Diluted EPS | 12 months, 2024-01-01 to 2024-12-31 | $0.34 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 12 months, 2024-01-01 to 2024-12-31 | $0.34 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 12 months, 2024-01-01 to 2024-12-31 | 18,970,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 12 months, 2024-01-01 to 2024-12-31 | $29.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Capital expenditure | 12 months, 2024-01-01 to 2024-12-31 | $51.2m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | | Share repurchases | 12 months, 2024-01-01 to 2024-12-31 | $0 | us-gaap:PaymentsForRepurchaseOfCommonStock | | Cash and equivalents | at 2024-12-31 | $148.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Total assets | at 2024-12-31 | $728.5m | us-gaap:Assets | | Total liabilities | at 2024-12-31 | $259.4m | us-gaap:Liabilities | | Long-term debt | at 2024-12-31 | $178.9m | us-gaap:LongTermDebt | | Shareholders' equity | at 2024-12-31 | $423.1m | us-gaap:StockholdersEquity | ## Business As filed, 5,230 characters. FRP Holdings, Inc., a Florida corporation (the “Company”) was incorporated on April 22, 2014 in connection with a corporate reorganization that preceded the Spin-off of Patriot Transportation Holding, Inc. The Company’s predecessor issuer was formed on July 20, 1988. The business of the Company is conducted through our wholly-owned subsidiaries FRP Development Corp., a Maryland corporation, and Florida Rock Properties, Inc., a Florida corporation, and the various subsidiaries and joint ventures of each. **Our Business.** The Company is a holding company engaged in various real estate businesses. Our business segments are: (i) leasing and management of industrial and commercial properties (the “Industrial and Commercial Segment”), (ii) leasing and management of mining royalty land owned by the Company (the “Mining Royalty Lands Segment”), (iii) real property acquisition, entitlement, development and construction primarily for multifamily, industrial and commercial, or residential either alone or through joint ventures (the “Development Segment”), (iv) ownership, leasing and management of apartment buildings through joint ventures (the “Multifamily Segment”). The Industrial and Commercial Segment owns, leases and manages in-service commercial properties wholly owned by the Company or through joint ventures. Currently this includes eight warehouses in two business parks, an office building partially occupied by the Company, and two ground leases. Our Mining Royalty Lands Segment owns several properties totaling approximately 16,648 acres currently under lease for mining rents or royalties and an additional 4,280 acres through our Brooksville joint venture with Vulcan Materials. Other than one location in Virginia, all of our mining properties are located in Florida and Georgia. Our Development Segment owns and continuously monitors the highest and best use of parcels of land that are in various stages of development. The overall strategy for this segment is to convert all of our non-income producing property into income-producing property through (i) an orderly process of constructing new apartment, retail, warehouse, and office buildings to be operated by the Company or (ii) a sale to, or joint venture with, third parties. Additionally, our Development Segment will acquire land outright or form joint ventures for new developments on land not previously owned by the Company. The Multifamily Segment includes joint ventures which own, lease and manage buildings that have met our initial lease-up criteria. We intend to transfer additional joint ventures from our Development Segment into this segment as they reach stabilization. Stabilization occurs when a minimum occupancy threshold has been achieved for a certain period of time. **Competition.** As a developer, we compete with numerous developers, owners and operators of real estate, many of whom own properties similar to ours in the same submarkets in which our properties are located. Price, location, rental space availability, flexibility of design and property management services are the major factors that affect competition. **Customers.** In the Mining Royalty Lands Segment, we have a total of five tenants currently leasing our mining locations, one of which, the Vulcan Materials Company (“Vulcan” or “Vulcan Materials”), accounted for 23% of the Company’s consolidated revenues in 2024. An event affecting Vulcan’s ability to perform under its lease agreements could materially impact the Company’s results. **Sales and Marketing.** We use national brokerage firms to assist us in marketing our vacant properties. Our hands-on in-house management team focuses on tenant satisfaction during the life of the lease. We employ this tactic because of its positive impact on our tenant renewal success rate over the years. **Financial Information.** Financial information is discussed by industry segment in Note 10 to the consolidated financial statements included in the accompanying 2024 Annual Report to Shareholders, which is incorporated herein by reference. **Environmental Matters.** The Company incurs costs from time to time to investigate and remediate environmental contamination on its real estate, typically in connection with our Development Segment. The Company's mining leases contain provisions under which the lessee is responsible for environmental liabilities and reclamation of mining sites at least to the extent required by law. **Human Capital.** The Company employed 19 people at December 31, 2024. Our small but dedicated workforce has extraordinarily low turnover, and the average tenure of our employee is 15.5 years. We are committed to an inclusive and diverse culture and do not tolerate any sort of discrimination. We maintain a whistleblower hotline allowing employees to report complaints on an anonymous basis. **Company Website.** The Company’s website may be accessed at www.frpdev.com. All of our filings with the Securities and Exchange Commission are accessible through our website promptly after filing. This includes annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports filed or furnished on Form 8-K and all related amendments. ## Risk factors As filed, 21,141 characters. Our future results may be affected by a number of factors over which we have little or no control. The following issues, uncertainties, and risks, among others, should be considered in evaluating our business and outlook. Also, note that additional risks not currently identified or known to us could also negatively impact our business or financial results. ### Risks Relating to our Business **A decline in the economic conditions in Baltimore and Washington, D.C. markets could adversely affect our business.** The majority of our stabilized properties are located in the Baltimore area and Washington, D.C. We are, therefore, subject to increased exposure to (positive or negative) economic factors and other competitive factors specific to markets in confined geographic areas. Our operations may also be affected if too many competing properties are built in these markets. An economic downturn in these markets resulting from factors outside of our control could adversely affect our operation. Such a downturn could be triggered by such factors as the downsizing or relocation of government jobs, crime, acts of terrorism, or natural disasters. We cannot be sure that these markets will continue to grow or demand the type of assets in our portfolio. The Trump administration has created an initiative known as the Department of Governmental Efficiency focused on reducing government expenditures. The initiative is expected to lead to a reduction of a significant number of government jobs in the Washington, D.C. region; however, the potential impact of this initiative on the demand for our residential properties in the region cannot be determined at this time. **We conduct a significant portion of our operations through joint ventures, which may lead to disagreements with our joint venture partners and adversely affect our interests in the joint ventures.** We currently are a party to several joint ventures and we may enter into additional joint ventures in the future. In each of our existing joint ventures, the consent of our joint venture partner is required to take certain actions, and in some cases will share equal voting control. Our joint venture partners, as well as future partners, may have interests that are different from ours which may result in conflicting views as to the conduct of the joint ventures. In the event that we have a disagreement with a joint venture partner as to the resolution of a particular issue to come before the joint venture, or as to the conduct or management of the joint venture generally, we may not be able to resolve such disagreement in our favor and such a disagreement could have a material adverse effect on our interest in the joint venture or on the business of the joint venture generally. **Our business may be adversely affected by seasonal factors and harsh weather conditions.** The Mining Royalty Lands Segment and the Development Segment could be adversely affected by reduced construction and mining activity during periods of inclement weather. These factors could cause our operating results to fluctuate from quarter to quarter. An occurrence of unusually harsh or long-lasting inclement weather such as hurricanes, tornadoes, excessive rainfall, and heavy snowfalls could have an adverse effect on our operations and profitability. **Our business could be negatively impacted by cyberattacks targeting our computer and telecommunications systems and infrastructure, or targeting those of our third-party service providers.** Our business, like other companies in our industry, has become increasingly dependent on digital technologies, including technologies that are managed by third-party service providers on whom we rely to help us collect, host or process information. Such technologies are integrated into our business operations. Use of the internet and other public networks for communications, services, and storage, including "cloud" computing, exposes all users (including our business) to cybersecurity risks. While we and our third-party service providers commit resources to the design, implementation, and monitoring of our information systems, there is no guarantee that our security measures will provide absolute security. Despite these security measures, we may not be able to anticipate, detect, or prevent cyberattacks, particularly because the methodologies used by attackers change frequently or may not be recognized until launched, and because attackers are increasingly using techniques designed to circumvent controls and avoid detection. We and our third-party service providers may therefore be vulnerable to security events that are beyond our control, and we may be the target of cyber-attacks, as well as physical attacks, which could result in information security breaches and significant disruption to our business. **Our revenues depend in part on construction sector activity, which tends to be cyclical.** Our Mining Royalty Lands Segment revenues are derived from royalties on construction aggregates mined on our properties. Thus, our results depend in part on residential, commercial and infrastructure construction activity and spending levels. The construction industry in our markets tends to be cyclical. Construction activity and spending levels vary across our markets and are influenced by interest rates, inflation, consumer spending habits, demographic shifts, environmental laws and regulations, employment levels and the availability of funds for public infrastructure projects. Economic downturns may lead to recessions in the construction industry, either in individual markets or nationally. **Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.** Liability for environmental contamination on real property owned by the Company may include the following costs, without limitation: investigation and feasibility study costs, remediation costs, litigation costs, oversight costs, monitoring costs, institutional control costs, penalties from state and federal agencies and third-party claims. These costs could be substantial and in extreme cases could exceed the value of the contaminated property. Moreover, on-site operations may be suspended until certain environmental contamination is remediated and/or permits are received, and governmental agencies can impose permanent restrictions on the manner in which a property may be used depending on the extent and nature of the contamination. This may result in a breach of the terms of the lease entered into with our tenants. Governmental agencies also may create liens on contaminated sites for damages it incurred to address such contamination. In addition, the presence of hazardous substances at, on, under or from a property may adversely affect our ability to sell the property or borrow funds using the property as collateral, thus harming our financial condition. **The presence of contaminated material at our Riverfront on the Anacostia development site will subject us to substantial environmental liability and costs as construction proceeds.** With respect to Phases III and IV of the Riverfront on the Anacostia site in Washington, D.C., preliminary environmental testing has indicated the presence of contaminated material that will have to be specially handled in excavation in conjunction with construction. We have recovered partial reimbursement for these costs from neighboring property owners reducing our basis in the property. The Company has no obligation to remediate this contamination on Phases III and IV of the development until such time as it makes a commitment to commence construction on each phase. Upon development the remediation costs will be capitalized. **The geographic concentration of our properties makes our business more vulnerable to severe weather conditions, natural disasters and climate change.** Climate change presents an array of risks to real estate companies due to sea level rise, flooding, extreme weather, stronger storms and human migration. A significant number of our properties are located in areas that are susceptible to hurricanes, tropical storms, flooding, sea level rise and other natural disasters. We have accounted for the risk of flooding and sea level rise in the design of our Riverfront on the Anacostia development. Future developments, including potential “second life” uses of our mining properties, could be impacted by these factors and the impacts that they have on human behavior. Weather conditions could disrupt the business of our tenants, which may affect the ability of some tenants to pay rent and/or their willingness to remain in or move to affected areas. \[Additionally, the cost of insurance associated with our properties has increased, and future weather conditions may cause premiums to increase in the future.\] ### Uninsured losses could significantly reduce our earnings. We self-insure for claims exposure outside of our coverage resulting from property damage, workers’ compensation, auto liability, general liability and employees’ health insurance. We also are responsible for our legal expenses relating to such claims. We maintain insurance above the amounts for which we self-insure with licensed insurance carriers. Although we believe the aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed our aggregate coverage limits. Additionally, there are certain losses, such as losses from hurricanes, terrorism, wars or earthquakes, where insurance is limited or not economically justifiable. If the Company experiences an uninsured loss of real property, we could lose both the invested capital and anticipated revenues associated with such property. We accrue currently for estimated incurred losses and expenses and periodically evaluate and adjust our claims’ accrued liability to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses greater than accrued amounts. ### We may be unable to renew leases or re-lease properties as leases expire. When a lease expires, a tenant may elect not to renew it. If that occurs, we may not be able to lease the property on similar terms. The terms of renewal or re-lease (including the cost of required renovations and concessions to tenants) may be less favorable than the prior lease. If we are unable to lease all or substantially all of our properties, or if the rental rates upon such re-leasing are significantly lower than expected rates, our cash generated may be adversely affected. ### We may be unable to lease currently vacant properties. If we are unable to obtain leases sufficient to cover carrying costs, then our cash flows may be adversely affected. **The bankruptcy or insolvency of significant tenants with long-term leases may adversely affect income produced by our properties.** Should tenants default on their obligations, our cash flow would be adversely affected, and we may not be able to find another tenant to occupy the space under similar terms or may have to make expenditures to retrofit or divide the space. Additionally, we may have to incur a non-cash expense for a significant amount of deferred rent revenue generated from the accounting requirement to straight-line rental revenues. The bankruptcy or insolvency of a major tenant may also adversely affect the income produced by a property. If any of our tenants become a debtor in a case under the U.S. Bankruptcy Code, we cannot evict that tenant solely because of its bankruptcy. The bankruptcy court may authorize the tenant to reject and terminate its lease with the Company. Our claim against such a tenant for unpaid future rent would be subject to a statutory limitation that may be substantially less than the remaining rent actually owed to us under the tenant’s lease. Any shortfall in rent payments could adversely affect our cash flow. **Our inability to obtain necessary approvals for property development could adversely affect our profitability.** We may be unable to obtain, or incur delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in increased costs or abandonment of certain projects. Before we can develop a property, we must obtain a variety of approvals from local and state governments with respect to such matters as zoning, density, parking, subdivision, site planning and environmental issues. Legislation could impose moratoriums on new real estate development or land-use conversions from mining to development. These factors may reduce our profit or growth and may limit the value of these properties. ### Real estate investments are not as liquid as other types of assets. The illiquid nature of real estate investments may limit our ability to react promptly to changes in economic or other conditions. In addition, significant expenditures associated with real estate investments, such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investments. Thus, the illiquid nature of our real estate investments could adversely affect our profitability under certain economic conditions. **Our debt service obligations may have adverse consequences on our business operations.** We use debt to finance our operations, including acquisitions of properties. As of December 31, 2024, we had outstanding non-recourse mortgage indebtedness of $180,070,000, secured by developed real estate properties having a carrying value of $239,436,000. Our use of debt may have adverse consequences, including the following: - Our cash flows from operations may not be sufficient to meet required payments of principal and interest. - We may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt. - We may default on our debt obligations, and the lenders may foreclose on our properties that collateralize those loans. - A foreclosure on one of our properties could create taxable income without any accompanying cash proceeds to pay the tax. - We may not be able to refinance or extend our existing debt. - The terms of any refinancing or extension may not be as favorable as the terms of our existing debt. - We may not be able to issue debt on unencumbered properties under reasonable terms to finance growth of our portfolio of properties. - We may be subject to a significant increase in the variable interest rates on our unsecured and secured lines of credit, which could adversely impact our operations. - Our debt agreements have yield maintenance requirements that result in a penalty if we prepay loans. **Our uncollateralized revolving credit agreement restricts our ability to engage in some business activities.** Our uncollateralized revolving credit agreement contains customary negative covenants and other financial and operating covenants that, among other things: - limits our ability to incur certain additional indebtedness; - limits our ability to make certain investments; - limits our ability to merge with another company; - limits our ability to pay dividends; - requires us to maintain financial coverage ratios; and - limits our ability to encumber certain assets except as approved by the lenders. ### We face competition from numerous sources. As a developer of apartments, retail, flexible warehouse and office space, we compete with numerous developers, owners and operators of real estate, many of whom own properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose potential tenants and we may be pressured to reduce our rental rates to an amount lower than we currently charge in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, results of operations, cash flow and ability to satisfy our debt service obligations could be materially adversely affected. **Construction costs may be higher than anticipated.** Our long-term business plan includes a number of construction projects. The construction costs of these projects may exceed original estimates and possibly make the completion of a property uneconomical. The imposition of tariffs on foreign building materials such as lumber, building material commodity shortages, supply chain disruptions, construction delays or stoppages or rapidly escalating construction costs may out-pace market rents, which would adversely affect our profits. The market environment may not allow us to raise rents to cover these higher costs. ### Risks Relating to our Common Stock **Certain shareholders have effective control of a significant percentage of FRP's common stock and would have significant influence on the outcome of any shareholder vote.** As of December 31, 2024, our Executive Chairman, John D. Baker II beneficially owned approximately 17.5% of the outstanding shares of our common stock (77% of which are held in trusts under which voting power is shared with other family members) and members of his family who are (i) officers or directors of the Company, (ii) required to report their beneficial ownership on Schedule 13D or Schedule 13G, or (iii) are members of his immediate family beneficially own, collectively, an additional 17.8% of the outstanding shares of our common stock. As a result, these individuals effectively may have the ability to direct the election of all members of our board of directors and to exercise a controlling influence over its business and affairs, including any determinations with respect to mergers or other business combinations involving the Company, its acquisition or disposition of assets, its borrowing of monies, its issuance of any additional securities, its repurchase of common stock and its payment of dividends. **Provisions in our articles of incorporation and bylaws and certain provisions of Florida law could delay or prevent a change in control of FRP.** The existence of some provisions of our articles of incorporation and bylaws and Florida law could discourage, delay or prevent a change in control of FRP that a shareholder may consider favorable. These include provisions: - providing that directors may be removed by our shareholders only for cause; - authorizing a large number of shares of stock that are not yet issued, which would allow FRP’s board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the stock ownership of persons seeking to obtain control of FRP; - requiring the written demand of 50% of all votes entitled to be cast on a particular issue in order for shareholders to call a special meeting; - prohibiting shareholders from taking action by written consent; and - imposing advance notice requirements for nominations of candidates for election to our board of directors at the annual shareholder meetings. These provisions apply even if a takeover offer may be considered beneficial by some shareholders. **FRP may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock.** Our articles of incorporation authorize us to issue, without the approval of our shareholders, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other rights, and such qualifications, limitations or restrictions as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of FRP's common stock. For example, FRP could grant holders of preferred stock the right to elect some number of its directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences FRP could assign to holders of preferred stock could affect the residual value of the common stock. **Institutional investor focus on environmental, social and governance issues may impact our stock price.** Many large institutional investors focus on sustainability in managing investment risks, portfolio design and dealing with companies in which they invest. This focus extends to climate change and the plan for transitioning to a net-zero economy, diversity and inclusion and other human resource matters, and social and governance issues and corporate social responsibility. Many of these issues lie at the heart of what the Company considers to be best practices, but a failure to adequately demonstrate our commitment to them might dissuade institutional investors from holding our stock, which would result in downward pressure on our stock price. ## Cybersecurity As filed, 2,688 characters. 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 servers are hosted by a third-party that provides Service Organization Control (SOC) Type 1 and 2 reports annually with monthly bridge letters and hosts a separate disaster recovery site. Our Firewall, Virtual Private Network, Multifactor Authentication, Email Gateway, Antivirus software, file storage protection software, and other software applications help mitigate cybersecurity risks. Our IT Steering committee reviews our access protocols and systems biannually. Our third-party internal auditing firm provided an assessment of our system design and performed testing. Our IT consultant participates in our weekly operations meetings, requires cybersecurity training, and monitors the results of test phishing and credential harvesting emails. Our board of directors has oversight of our strategic and business risk management and has delegated cybersecurity risk management oversight to the Audit Committee of our board of directors. Our Audit Committee is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the company is exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents. Management is responsible for identifying, assessing, and managing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures, maintaining our business continuity plans, IT security policies and procedures, and providing regular reports to our board of directors, including through the Audit Committee. Our IT consultant monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of software tools, and regularly reports to management. 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. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K. ## Properties As filed, 15,060 characters. The Company owns (predominately in fee simple but also through ownership of interests in joint ventures) approximately 21,500 acres of land in Florida, Georgia, Maryland, Virginia, South Carolina, and the District of Columbia. This land is held by the Company in four distinct segments: (i) Industrial and Commercial Segment (land owned and operated as income producing rental properties), (ii) Mining Royalty Lands Segment (land owned and leased to mining companies for royalties or rents), (iii) Development Segment (land owned and held for investment to be further developed for future income production or sales to third parties), and (iv) Multifamily Segment (ownership, leasing and management of apartment buildings through joint ventures). **Industrial and Commercial Segment.** As of December 31, 2024, the Industrial and Commercial Segment includes nine buildings at four commercial properties owned by the Company in fee simple as follows: 1\) 34 Loveton Circle in suburban Baltimore County, MD consists of one office building totaling 33,708 square feet which is 90.8% occupied (16% of the space is occupied by the Company for use as our Baltimore headquarters). The property is subject to commercial leases with various tenants. 2\) 155 E. 21st Street in Duval County, FL was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018. 3\) Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 92.1% leased and occupied. The property is subject to commercial leases with various tenants. 4\) Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased and 100.0% occupied ### Mining Royalty Lands Segment. ### Introduction. Pursuant to amendments to Regulation S-K of the Securities Act of 1933 (“Regulation S-K”) adopted by the Securities and Exchange Commission in 2018, effective for fiscal years beginning on or after January 1, 2021, registrants with material mining operations must disclose certain information in their Securities and Exchange Act filings concerning mineral resources and mineral reserves, in accordance with to Subpart 1300 of Regulation S-K. This section of Item 2 provides summary information about our overall portfolio of mining royalty properties. Our mining leases do not require tenants to furnish technical report summaries that meet the requirements of Rule 1302, and the Company does not otherwise have access to the technical data required to determine precise amounts of each class of mineral resource or probable or proven resources. In accordance with Rule 1303(a)(3), the Company is providing all required information in its possession or which it can obtain without incurring an unreasonable burden or expense. The Company periodically engages consultants to examine remaining sand and stone deposit estimates and geological studies conducted by tenants and their industry professionals. ***Locations.*** The following map presents the locations of the Company’s mining properties, which are discussed as a segment (as reported in the Company’s financial statements) below: ***Mining Properties.*** The Company owns a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 16,648 total acres. The Company’s quarries are subject to mining leases with Vulcan Materials, Martin Marietta, Cemex, Argos, and The Concrete Company. Aggregates consist of crushed stone, sand, gravel, fill dirt, limestone and calcium and are used primarily in construction applications. Nine of the Company’s quarries (located in Grandin, FL, Fort Myers, FL, Keuka, FL, Newberry, FL, Astatula, FL, Columbus, GA, Macon, GA, Tyrone, GA, and Manassas, VA; totaling 13,870 acres) are currently being mined, and five of the Company’s quarries (located in Marion County, FL, Lake Louisa, FL, Astatula, FL, Lake Sand, FL and Forest Park, GA; totaling 2,778 acres) are leased but are not currently being mined. Our typical mining lease requires the tenant to pay the Company a royalty based on the number of tons of mined materials sold from our mining property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. In certain locations, typically where the sand and stone deposits on the property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount. In the fiscal years ended December 31, 2024, 2023 and 2022, aggregate tons sold with respect to the Company’s mining properties were approximately 9,351,000, 9,569,000 and 9,525,000, respectively. ***Brooksville Joint Venture.*** Additionally, through a joint venture with Vulcan Materials, the Company owns a 50% interest in 4,280 acres of mixed-use property in Brooksville, Florida, a portion of which comprises a ground calcium mine that is mined by Vulcan Materials. The Company entered into the joint venture in 2006 for the purpose of jointly owning and developing the land as a mixed-use community. In April 2011, the Florida Department of Community Affairs issued its final order approving the development of the project consisting of 5,800 residential dwelling units and over 600,000 square feet of commercial and 850,000 square feet of light industrial uses. Zoning for the project was approved by the County in August 2012. Vulcan Materials still mines on the property and the Company receives 100% of the royalty on all tons sold at the Brooksville property. In the fiscal years ended December 31, 2024, 2023, and 2022, aggregate tons sold were approximately 203,000, 239,000 and 228,000, respectively. ***Other Properties.*** The Company also owns an additional 36 acres of investment property in Brooksville, Florida. ### Development Segment – Industrial and Commercial Land. At December 31, 2024, this segment owned the following future development parcels: 1\) 54 acres of land that will be capable of supporting 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park). 2\) 17 acres of land in Harford County, MD with a 258,000 square foot speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter of 2025. 3\) 170 acres of land located at 765 Mechanics Valley Road in Cecil County, MD that can accommodate 900,000 square feet of industrial development. ### Development Segment – Land Held for Development or Sale. At December 31, 2024, this segment was invested in the following development parcels: 1\) Riverfront on the Anacostia: The Riverfront on the Anacostia property is a 5.8-acre parcel of real estate in Washington, D.C. that fronts the Anacostia River and is adjacent to the Washington Nationals Baseball Park. A revised Planned Unit Development (PUD) plan was approved in 2012 and permitted the Company to develop, in four phases, a four-building, mixed-use project, containing approximately 1,161,050 square feet. The approved development includes numerous publicly accessible open spaces and a waterfront esplanade along the Anacostia River. The first phase (now known as Dock 79), was completed through a joint venture with MRP Realty (MRP), and consisted of a single building with residential and retail uses. Upon stabilization in July 2017, this building was the first in our fourth business segment now known as the Multifamily Segment. The second phase (The Maren), also completed through a joint venture with MRP, consists of a single building with residential and retail uses, and was added to the Multifamily Segment effective March 31, 2021. The final two phases, Phase 3 and Phase 4 remain under a first-stage PUD approval expiring April 5, 2025, permitting 599,545 square feet of hotel and office development with first floor retail. FRP is in the process of modifying, amending, and extending the existing PUD to allow for residential development with first floor retail. 2\) Hampstead Trade Center: The Hampstead Trade Center property in Carroll County, MD is a 118-acre parcel located adjacent to the State Route 30 bypass. The parcel was previously zoned for industrial use, but our request for rezoning for residential use was approved in December 2018. Management believes this to be a higher and better use of the property. We are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”. 3\) Square 664E: The Company’s Square 664E property is approximately two acres situated on the Anacostia River at the base of South Capitol Street less than half a mile down river from our Riverfront on the Anacostia property and adjacent to our Verge project. This property is currently under lease to Vulcan Materials for use as a concrete batch plant through 2026. In March 2017, reconstruction of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development. 4\) Windlass Run: In March 2016, the Company entered into an agreement with St. Johns Properties Inc., a Baltimore development company, to jointly develop the remaining lands of our Windlass Run Business Park, located in Middle River, MD, into a multi-building business park consisting of approximately 329,000 square feet of single-story office and retail space. The project will take place in several phases. Construction of the first phase, which includes two office buildings and two retail buildings totaling 100,030-square-feet (inclusive of 27,950 retail), commenced in the fourth quarter of 2017 and was completed in January 2019. At December 31, 2024 Phase I was 78.6% leased and occupied, the subsequent phases will follow as each phase is stabilized. In 2024, the partnership agreed to spend up to $1.0 million dollars to amend and modify 218,620 square feet of office and retail development for 153 for rent residential units, up to four (4) one-acre retail lots for ground lease opportunities, and maintain the flexibility to construct a single-story office building totaling 21,760 square feet. 5\) Estero: In August 2022, the Company invested $3.6 million for a minority interest in a joint venture with Woodfield Development to purchase and develop 46 acres in Estero, FL into a mixed-use project with 596 multifamily units, 60,000 square feet of commercial space, 20,000 square feet of office space and a boutique 170-key hotel. While the joint venture attempts to rezone the property, the Company will receive a preferred return of 8% with an option to roll its investment into equity in the vertical development or exit at that point. Vertical construction is expected to commence in 2025. 6\) Buzzard Point: In November 2022, the Company entered into a contribution agreement with MRP and Steuart Investment Company (SIC) regarding potential development of an estimated 1,200 multifamily units in four phases on land owned by SIC. The Company entered into a separate agreement with MRP to perform pre-development obligations for the contribution agreement. The Company owns 50% of the partnership with MRP. 7\) Woven: In August 2023, the Company entered into an agreement with Woodfield Development for the acquisition and development of a mixed-use project known as “Woven” in Greenville, SC, to consist of an estimated 214 multifamily units and 10,000 square feet of retail space. The joint venture is in the pre-development and pre-closing phase in pursuit of vertical construction closing conditions. The Company owns 50% at this time with final ownership to be determined based upon contributions by the partners, land contributors, and other investors. Vertical construction is expected to commence in 2025. 8\) Altman: We entered into two new joint venture agreements in early 2024 with Altman Logistics Properties (formerly doing business as BBX Logistics). The first joint venture is a 200,000 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a 182,000 square-foot warehouse redevelopment project in Broward County, FL. We anticipate construction to start on both projects in the second quarter of 2025. ### Multifamily Segment. At December 31, 2024, this segment was invested in the following stabilized multifamily joint ventures: 1\) Dock 79: Dock 79 (Phase I of the Riverfront on the Anacostia development) is a 305-unit residential apartment building with approximately 14,430 square feet of first floor retail space. The property is situated on approximately 2.1 acres of land located on Potomac Avenue in Washington, DC, across the street from the Nationals Park. 2\) The Maren: The Maren (Phase II of the Riverfront on the Anacostia development) is a 264-unit residential apartment building with 6,811 square feet of retail space located on Potomac Avenue in Washington, DC, across the street from the Nationals Park 3\) Riverside: Riverside Joint Venture in Greenville, SC is a joint venture with Woodfield Development which includes a 200-unit residential apartment building. The property is located in an Opportunity Zone, which provides tax benefits in the new communities development program as established by Congress in the Tax Cuts and Jobs Act of 2017. 4\) Bryant Street: On December 24, 2018 the Company and MRP Realty formed four partnerships to purchase and develop approximately five acres of land at 500 Rhode Island Ave NE, Washington, D.C. The property is located in an Opportunity Zone, which provides tax benefits in the new communities development program as established by Congress in the Tax Cuts and Jobs Act of 2017. Construction was completed in 2021 on this mixed-use development consisting of 487 residential units and 91,520 square feet of first floor and stand-alone retail space. 5\) 408 Jackson: In December 2019, the Company entered into a joint venture with Woodfield Development for the acquisition and development of a mixed-use project known as “.408 Jackson” in Greenville, SC. Woodfield specializes in Class-A multifamily, mixed-use developments primarily in the Carolinas and DC. The project is located in an Opportunity Zone across the street from Greenville’s minor league baseball stadium and consists of 227 multifamily units and 4,539 square feet of retail space. 6\) The Verge: On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located in an Opportunity Zone at 1800 Half Street, Washington, D.C. This property is located in the Buzzard Point area of Washington, DC, less than half a mile downriver from Dock 79 and The Maren. It lies directly between Audi Field, the home stadium of the DC United and our two acres (664E) on the Anacostia river currently under lease by Vulcan. The eleven-story structure has 344 apartments and 8,536 square feet of ground floor retail and is located in an Opportunity Zone. ## Management's discussion and analysis As filed, 1,099 characters. **Interest Rate Risk** - We are exposed to the impact of interest rate changes through our variable-rate borrowings under our Credit Agreement with Wells Fargo. Under the Wells Fargo Credit Agreement, the applicable margin for borrowings at December 31, 2024 was Daily Simple SOFR plus 2.25%. There were no borrowings outstanding at December 31, 2024, so a sensitivity analysis was not performed to determine the impact of hypothetical changes in interest rates on the Company’s results of operations and cash flows. The following table presents the principal cash flow payments associated with our outstanding consolidated debt by year, weighted average interest rates on debt outstanding each year-end, and fair value of total debt as of December 31, 2024 (dollars in thousands): | | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | Fair Value | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Fixed rate debt | $— | $— | $— | $— | $— | $180,070 | $180,070 | $141,302 | | Average interest for fixed rate debt | 3.03% | 3.03% | 3.03% | 3.03% | 3.03% | 3.03% | 3.03% | | ## Controls and procedures As filed, 4,005 characters. ### CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and chief accounting officer, we conducted an evaluation of our disclosure controls and procedures, as such terms are defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer, our principal financial officer and our principal accounting officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report. ### MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the *Internal Control-Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the framework in the *Internal Control-Integrated Framework (2013)*, our management concluded that our internal control over financial reporting was effective as of December 31, 2024. This Annual Report does not include an attestation report of our Independent Registered Public Accounting Firm, Hancock Askew & Co., LLP, regarding internal control over financial reporting. Management’s report was not subject to attestation by our Independent Registered Public Accounting Firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report. ### CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING During the fourth quarter of 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ### INHERENT LIMITATIONS OVER INTERNAL CONTROLS Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and iii.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Filed Mar 18, 2025. Source: SEC EDGAR, the filing index for accession 0000844059-25-000009. Last ingested by Listed: Nov 4, 2026, 18:49 ET. No prices; not investment advice.