# FRP Holdings, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [FRP Holdings, Inc.](/companies/frph.md) (CIK 844059)
- Form: 10-Q
- Filed: 2025-08-08
- Accepted by EDGAR: Aug 8, 2025, 16:15 ET
- Period: 2025-06-30
- Accession: 0000844059-25-000050
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/844059/000084405925000050/frph-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/844059/000084405925000050/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $10.8m | us-gaap:Revenues |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $21.2m | us-gaap:Revenues |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | $1.7m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | $4.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $824.0k | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $1.5m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $178.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $704.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $578.0k | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | $2.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.03 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | $0.12 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.03 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | $0.12 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 19,016,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 19,017,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $13.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $9.2m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-06-30 | $153.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2025-06-30 | $722.8m | us-gaap:Assets |
| Total liabilities | at 2025-06-30 | $261.4m | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $180.4m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2025-06-30 | $426.7m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 63,375 characters.

### CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our annual report on Form 10-K. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including the risks and uncertainties described in “Forward-Looking Statements” below and “Risk Factors” on page 5 of our annual report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this quarterly report on Form 10-Q, unless required by law.

The following discussion includes non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission to supplement the financial results as reported in accordance with GAAP. The non-GAAP financial measures discussed are operating profit before G&A and pro rata net operating income (NOI). The Company uses these metrics to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. These measures are not, and should not be viewed as, a substitute for GAAP financial measures. Refer to “Non-GAAP Financial Measure” below in this quarterly report for a more detailed discussion, including reconciliations of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

**Executive Overview -** FRP Holdings, Inc. is a real estate development, asset management and operating company businesses. Our properties are located in the Mid-Atlantic and southeastern United States and consist of:

Residential apartments and retail spaces in Washington, D.C. and Greenville, SC;

Warehouse or office properties in Maryland and Florida either existing or under development;

Mining royalty lands, some of which will have second lives as development properties;

Mixed use properties under development in Washington, D.C., Greenville, SC and Florida; and

Properties held for sale.

We believe our present capital structure, liquidity and land provide us with years of opportunities to increase recurring revenue and long-term value for our shareholders. We intend to focus on our core business activity of real estate development, asset management and operations. We are developing a broad range of asset types that we believe will provide acceptable rates of return, grow recurring revenues and support future business. Capital commitments will be funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. Timing of projects may be subject to delays caused by factors beyond our control.

### Reportable Segments

We conduct primarily all of our business in the following four reportable segments: (1) multifamily (2) industrial and commercial (3) mining royalty lands and (4) development.

### Multifamily Segment.

As of June 30, 2025, the Multifamily segment included six stabilized joint ventures which own and manage apartment buildings and any associated retail. These assets create revenue and cash flows through tenant rental payments and reimbursements for building operating costs. The Company’s residential units typically lease for 12 – 15-month lease terms. If no notice to move out or renew is made, then the leases go month-to-month until notification of termination or renewal is received. Renewal terms are typically 9 – 12 months. The Company also leases retail spaces at apartment/mixed-use properties. The retail leases are typically 10 - 15-year leases with options to renew for another five years. Retail leases at these properties also include percentage rents which collect on average 3-6% of annual sales when a tenant exceeds a breakpoint stipulated by each individual lease. All base rent revenue is recognized on a straight-line basis. The major cash outlays incurred in this segment are for property taxes, full service maintenance, property management, utilities and marketing. The six multifamily properties are as follows:

| Property and Occupancy | JV Partners | Method of Accounting | % Ownership |
| --- | --- | --- | ---: |
| Dock 79, Washington, D.C., 305 apartment units and 14,430 square feet of retail | MRP Realty & Steuart Investment Company | Consolidated | 52.8% |
| The Maren, Washington, D.C., 264 residential units and 6,811 square feet of retail | MRP Realty & Steuart Investment Company | Consolidated | 56.33% |
| The Verge, Washington, D.C., 344 apartments and 8,536 square feet of retail. | MRP Realty | Equity Method | 61.37% |
| Riverside, Greenville, SC, 200 apartment units | Woodfield Development | Equity Method | 40% |
| Bryant Street, Washington D.C., 487 apartments, 91,520 square feet of retail | MRP Realty | Equity Method | 72.10% |
| .408 Jackson, Greenville, SC, 227 apartments, 4,539 square feet of retail. | Woodfield Development | Equity Method | 40% |

### Industrial and Commercial Segment.

The Industrial and Commercial segment owns, leases and manages commercial properties. These assets create revenue and cash flows through tenant rental payments, lease management fees and reimbursements for building operating costs. The Company’s industrial warehouses typically lease for terms ranging from 3 – 10 years often with one or two renewal options. All base rent revenue is recognized on a straight-lined basis. All of the commercial warehouse leases are triple net and common area maintenance costs (CAM Revenue) are billed monthly, and insurance and real estate taxes are billed annually. Office leases are also recognized on a straight-lined basis. The major cash outlays incurred in this segment are for operating expenses, real estate taxes, building repairs, lease commissions and other lease closing costs, construction of tenant improvements, capital to acquire existing operating buildings and closing costs related thereto and personnel costs of our property management team.

As of June 30, 2025, the Industrial and Commercial Segment includes five 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 100% occupied (25% 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 46.8% 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 and two ground leases that are 100.0% leased and occupied.

5\) 755 Chelsea Road in Harford County, MD is a 258,279 square foot speculative industrial building. Our Development segment completed construction and it moved to this segment as of April 1, 2025.

Management focuses on several factors to measure our success on a comparative basis in this segment. The major factors we focus on are (1) net operating income growth, (2) growth in occupancy, (3) average annual occupancy rate (defined as the occupied square feet at the end of each month during a fiscal year divided by the number of months to date in that fiscal year as a percentage of the average number of square feet in the portfolio over that same time period), (4) tenant retention success rate (as a percentage of total square feet to be renewed), (5) building and refurbishing assets to meet Class A and Class B institutional grade classifications, and (6) reducing complexities and deferred capital expenditures to maximize sale price.

### Mining Royalty Lands Segment.

Our Mining Royalty Lands segment owns several properties comprising approximately 16,648 acres currently under lease for mining rents or royalties (excluding the 4,280 acres owned by our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia. The Company leases land under long-term leases that grant the lessee the right to mine and sell sand and stone deposits from our property in exchange for royalty payments. A typical lease has an option to extend the lease for additional terms. The typical lease in this segment requires the tenant to pay us a royalty based on the number of tons of mined materials sold from our property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. As a result of this royalty payment structure, we do not bear the cost risks associated with the mining operations, however, we are subject to the cyclical nature of the construction markets in these states as both volumes and prices tend to fluctuate through those cycles. In certain locations, typically where the sand and stone deposits on our property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount. In the year ended December 31, 2024, aggregate royalty tons sold were 9.6 million.

The major expenses in this segment are comprised of collection and accounting for royalties, management’s oversight of the mining leases, land entitlement for post-mining uses and property taxes at our non-leased locations and at our Grandin location which, unlike our other leased mining locations, are not entirely paid by the tenant. As such, our costs in this business are very low as a percentage of revenue, are relatively stable and are not affected by increases in production at our locations. Our current mining tenants are Vulcan Materials, Martin Marietta, Cemex, Summit Materials and The Concrete Company.

Additionally, these locations provide us with opportunities for valuable “second lives” for these assets through proper land planning and entitlement.

### Significant “Second life” Mining Lands:

| Location | Acreage | Status |
| --- | --- | --- |
| Brooksville, FL | 4,280 +/- | Development of Regional Impact and County Land Use and Master Zoning in place for 5,800 residential unit, mixed-use development |
| Ft. Myers, FL | 1,907 +/- | Seeking to rezone and obtain entitlements to allow residential development following mining operations and the extension of Alico Road |
| **Total** | **6,187 +/-** |  |

24

In late 2023, the Central Florida Expressway Authority (CFX) used its eminent domain power to take title to approximately 27.6 acres from the southern boundary of a parcel of the Company’s approximately 1,196-acre Lake Louisa property that is leased to Cemex. As required by Florida law, CFX deposited $2,582,000 into the registry of the Court, representing CFX’s good faith estimate of the value of the condemned property. As the Company’s tenant, Cemex is claiming a portion of the funds ultimately paid by CFX as business damages. The Company is litigating with CFX over the value of the condemned property. The condemnation proceeding is not expected to impact the lease with Cemex.

### Development Segment.

Through our Development segment, we own and are continuously monitoring for their “highest and best use” several parcels of land that are in various stages of development. Our overall strategy in this segment is to convert all our non-income producing lands into income production through (i) an orderly process of constructing new commercial and residential buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties. Additionally, our Development segment will purchase land or form joint ventures on new developments of land not previously owned by the Company.

Revenues in this segment are generated predominately from land sales and interim property rents. The significant cash outlays incurred in this segment are for land acquisition costs, entitlement costs, property taxes, design and permitting, the personnel costs of our in-house management team and horizontal and vertical construction costs.

### Development Segment – Industrial and Commercial Projects under Development.

At June 30, 2025, this segment owned the following future development parcels:

1\) 54 acres of land that will be capable of supporting up to 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park).

2\) 170 acres of land located at 765 Mechanics Valley Road in Cecil County, MD that can accommodate 900,000 square feet of industrial development.

We also have three properties that were either spun off to us from Florida Rock Industries in 1986 or acquired by us from unrelated third parties. These properties, as a result of our “highest and best use” studies, are being prepared for income generation through sale or joint venture with third parties, and in certain cases we are leasing these properties on an interim basis for an income stream while we wait for the development market to mature.

### Development Segment - Significant Investment Lands Inventory:

| Location | Approx. Acreage | Status | NBV |
| --- | ---: | --- | ---: |
| Riverfront on the Anacostia Phases III-IV | 2.25 | Conceptual design program ongoing | $8,538,000 |
| Hampstead Trade Center, MD | 118 | Seeking PUD in preparation for sale | $12,312,000 |
| Square 664E, on the Anacostia River in DC | 2.1 | Under lease to Vulcan Materials as a concrete batch plant through 2026 | $7,117,000 |
| **Total** | **122.4** |  | $27,967,000 |

25

### Development Segment - Investments in Joint Ventures

The third leg of our Development Segment consists of investments in joint ventures for properties in development. The Company has investments in joint ventures, primarily with other real estate developers which are summarized below:

| Property | JV Partner | Status | % Ownership |
| --- | --- | --- | ---: |
| Brooksville Quarry, LLC near Brooksville, FL | Vulcan Materials Company | Future planned residential development of 4,280 acres which are currently subject to mining lease | 50% |
| BC FRP Realty, LLC for 35 acres in Maryland | St John Properties | 100,030 square-foot, multi-building business park in lease-up and predevelopment activities for 153 rental townhomes, 4 retail pad sites, and an assisted living pad site | 50% |
| Aberdeen Overlook residential development in Harford County, MD |  | $31.1 million in exchange for an interest rate of 10% and a 20% preferred return after which the Company is also entitled to a portion of proceeds from sale | Financing |
| Estero, FL | Woodfield Development | Pre-development activities for a mixed-use project with 596 multifamily units, 70,000 square feet of commercial space, 40,000 square feet of office space and a boutique 170-key hotel | 16% |
| FRP/MRP Buzzard Point Sponsor, LLC | MRP Realty | Pre-development activities for first phase of property owned by Steuart Investment Company (SIC) under a Contribution and Pre-Development Agreement between this partnership and SIC | 50% |
| Villages of West Greenville, Woven property in Greensville, SC | Woodfield Development | Pre-development activities for a mixed-use project with approximately 214 multifamily units and 13,500 square feet of retail space | 65% |
| Lakeland, FL | Altman Logistics | Construction commenced second quarter 2025 on a 201,420 square foot class A warehouse | 90% |
| Broward County, FL | Altman Logistics | Construction commenced second quarter 2025 on 182,773 square feet of industrial product | 80% |

Joint ventures where FRP is not the primary beneficiary (including those in the Multifamily Segment) are not consolidated and are reflected in the line “Investment in joint ventures” on the balance sheet and “Equity in loss of joint ventures” on the income statement. The following table summarizes the Company’s investments in unconsolidated joint ventures (in thousands):

| As of June 30, 2025 | FRP Ownership | The Company's Total Investment in Partnership | The Company's Share of Assets of the Partnership | The Company's Share of Debt of the Partnership | The Company's Share of Profit (Loss) of the Partnership |
| --- | ---: | ---: | ---: | ---: | ---: |
| Brooksville Quarry, LLC | 50.00% | $7,554 | 7,246 | — | (23) |
| BC FRP Realty, LLC | 50.00% | 4,631 | 11,719 | 7,056 | 156 |
| Buzzard Point Sponsor, LLC | 50.00% | 2,473 | 2,473 | — | — |
| Bryant Street Partnerships | 72.10% | 62,269 | 137,198 | 78,058 | (2,726) |
| Lending ventures | 100.00% | 14,814 | 11,292 | (1,854) | — |
| Greenville Woven | 64.85% | 5,730 | 7,132 | — | — |
| Estero Partnership | 16.00% | 3,765 | 6,779 | 2,560 | — |
| The Verge Partnership | 61.37% | 35,930 | 76,486 | 41,959 | (1,217) |
| Greenville Partnerships | 40.00% | 1,932 | 36,195 | 31,986 | (600) |
| Total |  | $139,098 | 296,520 | 159,765 | (4,410) |

The major classes of assets, liabilities and equity of the Company’s unconsolidated joint ventures as of June 30, 2025 are summarized in the following two tables (in thousands):

|  | As of June 30, 2025 Buzzard Point Sponsor, LLC | Bryant Street Partnerships | Estero Partnership | Verge Partnership | Greenville Partnerships | Total Multifamily JV’s |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Investments in real estate, net | $0 | 177,755 | 42,290 | 121,844 | 98,437 | $440,326 |
| Cash and restricted cash | 0 | 4,696 | 77 | 2,499 | 2,429 | 9,701 |
| Unrealized rents & receivables | 0 | 6,673 | 0 | 224 | 89 | 6,986 |
| Deferred costs | 4,946 | 1,164 | 0 | 63 | 529 | 6,702 |
| Total Assets | $4,946 | 190,288 | 42,367 | 124,630 | 101,484 | $463,715 |
| Secured notes payable | $0 | 108,263 | 16,000 | 68,370 | 79,965 | $272,598 |
| Other liabilities | 0 | 2,517 | 212 | 1,296 | 3,588 | 7,613 |
| Capital – FRP | 2,473 | 60,262 | 3,600 | 33,656 | 6,656 | 106,647 |
| Capital – Third Parties | 2,473 | 19,246 | 22,555 | 21,308 | 11,275 | 76,857 |
| Total Liabilities and Capital | $4,946 | 190,288 | 42,367 | 124,630 | 101,484 | $463,715 |

27

|  | Brooksville Quarry, LLC | BC FRP Realty, LLC | Lending Ventures | Multifamily JV’s | Grand Total |
| --- | ---: | ---: | ---: | ---: | ---: |
| Investments in real estate, net | $14,352 | 21,374 | 11,292 | 440,326 | $487,344 |
| Cash and restricted cash | 136 | 1,402 | 0 | 9,701 | 11,239 |
| Unrealized rents & receivables | 0 | 443 | 0 | 6,986 | 7,429 |
| Deferred costs | 4 | 219 | 0 | 6,702 | 6,925 |
| Total Assets | $14,492 | 23,438 | 11,292 | 463,715 | $512,937 |
| Secured notes payable | $0 | 14,112 | (3,708) | 272,598 | $283,002 |
| Other liabilities | 43 | 268 | 187 | 7,613 | 8,111 |
| Capital – FRP | 7,554 | 4,529 | 14,813 | 106,647 | 133,543 |
| Capital – Third Parties | 6,895 | 4,529 | 0 | 76,857 | 88,281 |
| Total Liabilities and Capital | $14,492 | 23,438 | 11,292 | 463,715 | $512,937 |

The following table presents the calculation of the Company's pro rata share of certain balance sheet items by segment as of June 30, 2025:

| Pro rata balance sheet (in thousands) | Multifamily | Industrial and Commercial | Mining Royalty Lands | Development | Corporate | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Consolidated assets | $337,760 | 62,571 | 47,757 | 117,587 | 157,107 | $722,782 |
| Investments in unconsolidated joint ventures | (100,131) |  | (7,554) | (31,413) |  | (139,098) |
| Company's share of assets in unconsolidated joint ventures | 249,879 |  | 7,246 | 39,395 |  | 296,520 |
| Noncontrolling interest in consolidated assets | (107,785) |  |  | (6,738) | (2,378) | (116,901) |
| Pro rata assets | $379,723 | 62,571 | 47,449 | 118,831 | 154,729 | $763,303 |
| Consolidated secured notes payable | 178,933 |  |  | 1,438 |  | 180,371 |
| Company's share of debt in unconsolidated joint ventures | 152,003 |  |  | 7,762 |  | 159,765 |
| Noncontrolling interest in consolidated debt | (81,376) |  |  | 80 |  | (81,296) |
| Pro rata debt | $249,560 | — | — | 9,280 | — | $258,840 |
| Pro rata assets less debt | $130,163 | 62,571 | 47,449 | 109,551 | 154,729 | $504,463 |
| Deferred income taxes |  |  |  |  |  | (67,655) |
| Other liabilities and noncontrolling interest adjustment |  |  |  |  |  | (10,106) |
| Consolidated shareholder's equity |  |  |  |  |  | $426,702 |

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### Second Quarter Highlights and Recent Developments

- 72% decrease in Net Income ($0.6 million vs $2.0 million) due largely to legal expenses related to due diligence for a potential investment the company is evaluating, as well as lower Net Interest Income offset by higher mining royalties and improved results in Equity in Loss of Joint Ventures
- 5% increase in pro rata NOI ($9.7 million vs $9.2 million)
- 1% increase in the Multifamily segment’s pro rata NOI primarily due to improved occupancy of The Verge and Dock 79. This comparison includes the results for The Verge from the same period last year (when the Verge was still in our Development segment).
- 15% decrease in Industrial and Commercial segment NOI primarily due to an eviction of one tenant and lease expirations.
- 21% increase in NOI for Mining Royalty Lands segment
- Effective July 21, 2025, the Company entered into a 2025 Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A. The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo dated December 22, 2023. The Credit Agreement establishes a five-year revolving credit facility with a maximum facility amount of $50 million. The interest rate under the Credit Agreement will be 2.25% over the Daily Simple SOFR in effect. A commitment fee of 0.35% per annum is payable quarterly on the unused portion of the commitment.
- On July 23, 2025, subsequent to quarters end, we entered into a joint venture agreement with Strategic Real Estate Partners (“SREP”), a private real estate development firm which specializes in industrial real estate development, to develop 377,892 square feet in two warehouses in Lake County, Florida near Orlando, with options for investment in additional industrial warehouses on adjacent properties in the future.

### Executive Summary and Analysis

Results this quarter and for the first six months are consistent with both our expectations as well as what we cautioned investors to expect for the last two quarters. As stated previously, our primary aim for 2025 is to set the stage for future growth. We will accomplish this first by leasing up our current vacancies, but mostly by putting money to work in new projects. We have started construction on both our JVs with Altman Logistics in Lakeland and Broward County, FL which will add 384,193 square feet of class A industrial space to our portfolio. We expect substantial completion on these projects in the second quarter of 2026. Work continues on the entitlements for our industrial pipeline in Maryland in order to be shovel ready in 2026. Finally, as mentioned in our highlights, subsequent to the end of the quarter, the Company entered into a joint venture agreement to develop 377,892 square feet in two warehouses in Lake County, FL. The site is located off the

Florida Turnpike, in the City of Minneola, outside of Orlando. The lack of available land in the broader Orlando market has driven industrial users to expand into the Lake County submarket, attracting both institutional owners and users. Notably, there remains a meaningful shortage of shallow bay industrial buildings in the size range of the buildings we are developing for this market. We expect to begin construction on this project this month and FRP will have a 95% interest in this joint venture, with options for future development of just under 1 million SF of industrial product on adjacent property. This agreement supports our shift in focus and investment toward our industrial business segment and the Company remains on track to deliver three new industrial assets every two years with the goal of doubling the size of our industrial segment by 2030.

Turning to our results for the quarter, the Company saw a 72% decrease in Net Income relative to the same period last year and a 32% decrease in Net Income for the first six months compared to last year. These were primarily the result of increases in legal expenses related to due diligence on a project the company is currently pursuing. Pro rata net operating income (NOI) increased 5% this quarter compared to the second quarter of 2024 and 7% for the first six months compared to the same period last year. These increases ($458,000 and $1,288,000, respectively) are largely the result of increases from our mining and royalties segment which saw NOI increases of $637,000 quarter over quarter and $1,161,000 for the first six months due to price increases this year and the remediation of an overpayment last year. Multifamily NOI remained more or less flat in the second quarter compared to last year, with a slight increase for the first six months versus last year. This is almost entirely the result of the Verge being in lease-up during the first six months of 2024 compared to a stabilized Verge in 2025. Same store NOI for the multifamily segment was slightly positive in the second quarter and for the first six months. NOI from our Industrial and Commercial segment remains down this quarter as we look to lease 57,000 square feet of vacancy due to a tenant we lost in the first quarter from a default and eviction at our Cranberry Business Park, as well as the inclusion of the operating expenses from our recently completed 258,279 square foot Chelsea spec warehouse in Harford County Md. at the beginning of the 2nd qtr. These vacancies will continue to dampen industrial results until they are leased and occupied.

### Comparative Results of Operations for the three months ended June 30, 2025 and 2024

### Consolidated Results

*(dollars in thousands)*

| Revenues: | Three Months Ended June 30, 2025 | 2024 | Change% |  |
| --- | ---: | ---: | ---: | ---: |
| Lease revenue | $7,241 | 7,246 | $(5) | -.1% |
| Mining royalty and rents | 3,609 | 3,231 | 378 | 11.7% |
| Total revenues | 10,850 | 10,477 | 373 | 3.6% |
| **Cost of operations:** |  |  |  |  |
| Depreciation, depletion and amortization | 2,726 | 2,543 | 183 | 7.2% |
| Operating expenses | 2,580 | 1,702 | 878 | 51.6% |
| Property taxes | 1,002 | 860 | 142 | 16.5% |
| General and administrative | 2,885 | 2,552 | 333 | 13.0% |
| Total cost of operations | 9,193 | 7,657 | 1,536 | 20.1% |
| **Total operating profit** | 1,657 | 2,820 | (1,163) | -41.2% |
| Net investment income | 2,348 | 3,708 | (1,360) | -36.7% |
| Interest expense | (824) | (829) | 5 | -.6% |
| Equity in loss of joint ventures | (2,379) | (2,724) | 345 | -12.7% |
| Income before income taxes | 802 | 2,975 | (2,173) | -73.0% |
| Provision for income taxes | 178 | 916 | (738) | -80.6% |
| Net income | 624 | 2,059 | (1,435) | -69.7% |
| Income (loss) attributable to noncontrolling interest | 46 | 15 | 31 | 206.7% |
| **Net income attributable to the Company** | $578 | 2,044 | $(1,466) | -71.7% |

Net income for the second quarter of 2025 was $578,000 or $.03 per share versus $2,044,000 or $.11 per share in the same period last year. Pro rata NOI for the second quarter of 2025 was $9,688,000 versus $9,230,000 in the same period last year. The second quarter of 2025 was impacted by the following items:

- Operating profit decreased $1,163,000 primarily as a result of higher Development segment professional fees ($831,000) and higher General and administrative expense ($333,000). Development segment professional fees included $712,000 of legal expenses related to due diligence for a potential investment the company is evaluating along with other expensed acquisition and development costs. General and administrative expense increased primarily because of overlapping compensation as a result of the implementation of our executive succession and transition plan that commenced in June, 2024. Industrial and commercial segment operating profit declined $387,000 due to $211,000 higher depreciation from completion of our new Chelsea warehouse along with lower occupancy due to a tenant default and non-renewing leases. Mining Royalty Land's segment operating profit increased $355,000 primarily due to the prior year including a $277,000 overpayment deduction.
- Net investment income decreased $1,360,000 because of reduced earnings on cash equivalents ($456,000) primarily due to lower interest rates and lower income from our lending ventures ($904,000) primarily due to 27 residential lots sold compared to 54 residential lots sold in the same quarter last year.
- Equity in loss of Joint Ventures improved $345,000 due to improved results of our unconsolidated joint ventures. Results improved at The Verge ($90,000) due to improved occupancy and at Bryant Street ($212,000) and BC Realty ($115,000) both due to higher revenues and lower variable rate interest expense.

### Multifamily Segment (Pro rata consolidated and pro rata unconsolidated)

For ease of comparison all the figures in the tables below include the results for The Verge from the same period last year (when this project was still in our Development segment).

|  | Three months ended June 30 |  |  |
| --- | ---: | ---: | ---: |
| (dollars in thousands) | 2025% | 2024% | Change% |
| Lease revenue | $8,467 100.0% | 8,113 100.0% | 354 4.4% |
| Depreciation and amortization | 3,386 40.0% | 3,384 41.7% | 2 .1% |
| Operating expenses | 2,691 31.8% | 2,553 31.5% | 138 5.4% |
| Property taxes | 1,008 11.9% | 912 11.2% | 96 10.5% |
| Cost of operations | 7,085 83.7% | 6,849 84.4% | 236 3.4% |
| Operating profit before G&A | $1,382 16.3% | 1,264 15.6% | 118 9.3% |
| Depreciation and amortization | 3,386 | 3,384 | 2 |
| Unrealized rents & other | (31) | 32 | (63) |
| Net operating income | $4,737 55.9% | 4,680 57.7% | 57 1.2% |

The combined consolidated and unconsolidated pro rata net operating income this quarter for this segment was $4,737,000, up $57,000 or 1% compared to $4,680,000 in the same quarter last year. Most of this increase was from the improved occupancy of The Verge. This project contributed $733,000 of pro rata NOI to this segment compared to $710,000 in the Development segment in the same quarter last year, an increase of $23,000. Same store NOI increased $34,000 as favorable revenues at Dock 79 were partially offset by lower revenues at the Maren and higher property taxes.

| Apartment Building | Units | Pro rata NOI Q2 2025 | Pro rata NOI Q2 2024 | Avg. Occupancy Q2 2025 | Avg. Occupancy Q2 2024 | Renewal Success Rate Q2 2025 | Renewal % increase Q2 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Dock 79 Anacostia DC | 305 | $995,000 | $932,000 | 95.5% | 93.6% | 74.6% | 5.9% |
| Maren Anacostia DC | 264 | $890,000 | $923,000 | 93.6% | 94.8% | 55.3% | 3.2% |
| Riverside Greenville | 200 | $215,000 | $215,000 | 92.9% | 93.0% | 65.8% | 6.3% |
| Bryant Street DC | 487 | $1,542,000 | $1,555,000 | 94.6% | 91.2% | 56.3% | 2.1% |
| .408 Jackson Greenville | 227 | $362,000 | $345,000 | 94.3% | 96.2% | 52.2% | 4.7% |
| Verge Anacostia DC | 344 | $733,000 | $710,000 | 93.3% | 91.3% | 63.3% | 2.0% |
| Multifamily Segment | 1,827 | $4,737,000 | $4,680,000 | 94.1% | 93.0% |  |  |

### Multifamily Segment (Consolidated - Dock 79 & The Maren)

|  | Three months ended June 30 |  |  |
| --- | ---: | ---: | ---: |
| (dollars in thousands) | 2025% | 2024% | Change% |
| Lease revenue | $5,567 100.0% | 5,496 100.0% | 71 1.3% |
| Depreciation and amortization | 1,935 34.8% | 1,981 36.1% | (46) -2.3% |
| Operating expenses | 1,527 27.4% | 1,519 27.6% | 8 .5% |
| Property taxes | 648 11.6% | 576 10.5% | 72 12.5% |
| Cost of operations | 4,110 73.8% | 4,076 74.2% | 34 .8% |
| Operating profit before G&A | $1,457 26.2% | 1,420 25.8% | 37 2.6% |

Total revenues for our two consolidated joint ventures were $5,567,000, an increase of $71,000 versus $5,496,000 in the same period last year. Total operating profit before G&A for the consolidated joint ventures was $1,457,000, an increase of $37,000, or 3% versus $1,420,000 in the same period last year primarily due to lower depreciation.

### Multifamily Segment (Pro rata unconsolidated)

Our Multifamily Segment has four unconsolidated joint ventures (Bryant Street, The Verge, Riverside, and .408 Jackson). Riverside was moved from the Development segment to the Multifamily segment in 2022, Bryant Street and .408 Jackson moved as of the beginning of 2024 and The Verge moved effective July 1, 2024, each upon reaching lease up stabilization.

|  | Three months ended June 30 |  |  |
| --- | ---: | ---: | ---: |
| (dollars in thousands) | 2025% | 2024% | Change% |
| Lease revenue | $5,436 100.0% | 5,118 100.0% | 318 6.2% |
| Depreciation and amortization | 2,325 42.8% | 2,299 44.9% | 26 1.1% |
| Operating expenses | 1,886 34.7% | 1,724 33.7% | 162 9.4% |
| Property taxes | 654 12.0% | 599 11.7% | 55 9.2% |
| Cost of operations | 4,865 89.5% | 4,622 90.3% | 243 5.3% |
| Operating profit before G&A | $571 10.5% | 496 9.7% | 75 15.1% |

For our four unconsolidated joint ventures, pro rata revenues were $5,436,000, an increase of $318,000 or 6% compared to $5,118,000 in the same period last year. Pro rata operating profit before G&A was $571,000, an increase of $75,000 or 15% versus $496,000 in the same period last year. The increase was due to improved occupancy at The Verge and Bryant Street and higher revenues at .408 Jackson.

### Industrial and Commercial Segment

|  | Three months ended June 30 |  |  |
| --- | ---: | ---: | ---: |
| (dollars in thousands) | 2025% | 2024% | Change% |
| Lease revenue | $1,374 100.0% | 1,445 100.0% | (71) (4.9%) |
| Depreciation and amortization | 571 41.6% | 360 25.0% | 211 58.6% |
| Operating expenses | 230 16.7% | 191 13.2% | 39 20.4% |
| Property taxes | 130 9.5% | 64 4.4% | 66 103.1% |
| Cost of operations | 931 67.8% | 615 42.6% | 316 51.4% |
| Operating profit before G&A | $443 32.2% | 830 57.4% | (387) (46.6%) |
| Depreciation and amortization | 571 | 360 | 211 |
| Unrealized revenues | (4) | (3) | (1) |
| Net operating income | $1,010 73.5% | $1,187 82.1% | $(177) (14.9%) |

Shell construction on our 258,279 square foot spec warehouse project in Aberdeen, MD on Chelsea Road was completed effective April 1, 2025 and is in the lease-up phase. We have ten buildings in service at four different locations totaling 773,356 square feet of industrial and 33,708 square feet of office of which 50.3% was leased and occupied at June 30, 2025. Excluding Chelsea these assets were 74.0% leased and occupied during the quarter compared to 95.6% leased and occupied during the same quarter last year primarily due to an eviction for failure to pay rent by one tenant and lease expirations. Total revenues in this segment were $1,374,000, down $71,000 or 5%, over the same period last year. Operating profit before G&A was $443,000, down $387,000 or 47% over the same quarter last year due to $216,000 of depreciation and $30,000 of operating costs at Chelsea along with the lower occupancy. Net operating income in this segment was $1,010,000, down $177,000 or 15% compared to the same quarter last year.

### Mining Royalty Lands Segment Results

|  | Three months ended June 30 |  |  |
| --- | ---: | ---: | ---: |
| (dollars in thousands) | 2025% | 2024% | Change% |
| Mining royalty and rent revenue | $3,609 100.0% | 3,231 100.0% | 378 11.7% |
| Depreciation, depletion and amortization | 177 5.0% | 159 4.9% | 18 11.3% |
| Operating expenses | 16 0.4% | 16 0.5% | — —% |
| Property taxes | 76 2.1% | 71 2.2% | 5 7.0% |
| Cost of operations | 269 7.5% | 246 7.6% | 23 9.3% |
| Operating profit before G&A | $3,340 92.5% | 2,985 92.4% | 355 11.9% |
| Depreciation and amortization | 177 | 159 | 18 |
| Unrealized revenues | 148 | (116) | 264 |
| Net operating income | $3,665 101.6% | $3,028 93.7% | $637 21.0% |

Total revenues in this segment were $3,609,000, an increase of $378,000 or 12% versus $3,231,000 in the same period last year. Royalty revenues in the prior year were impacted by the deduction of $277,000 of royalties to resolve an overpayment which we referenced previously. Royalty tons were down 3% primarily due to a decrease at one location that experienced a project specific spike in demand in the prior year. Royalty revenue per ton increased 7% over the same period last year excluding the prior year overpayment deduction. Total operating profit before G&A in this segment was $3,340,000, an increase of $355,000 versus $2,985,000 in the same period last year. Net operating income was $3,665,000, up $637,000 or 21% compared to the same quarter last year due to the higher revenues and a $264,000 decrease in unrealized revenues. The unrealized revenue decrease is due to the temporarily higher minimum royalty payments we are currently receiving at one location which are straight-lined across the life of the lease for GAAP revenue purposes.

### Development Segment Results

*(dollars in thousands)*

|  | Three months ended June 30 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| Lease revenue | $300 | 305 | (5) |
| Depreciation, depletion and amortization | 43 | 43 | — |
| Operating expenses | 807 | (24) | 831 |
| Property taxes | 148 | 149 | (1) |
| Cost of operations | 998 | 168 | 830 |
| Operating profit before G&A | $(698) | 137 | (835) |

With respect to ongoing Development Segment projects:

- We are the principal capital source to develop 344 residential lots on 110 acres in Harford County, MD. We have funded $27.0 million of our $31.1 million total commitment. A national homebuilder is under contract to purchase all 222 townhome lots and 122 single family lots. At quarter-end, 160 lots have been sold and $22.2 million has been returned to the company of which $5.5 million was booked as profit to the Company.
- We entered into two new joint venture agreements in early 2024 with Altman Logistics. The first joint venture is a 201,420 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a two building 183,215 square-foot warehouse redevelopment project in Broward County, FL. We closed on both construction loans in March, 2025 and construction commenced in the second quarter of 2025.
- On May 30, 2025, we secured construction financing for our multifamily joint venture with Woodfield Development, known as Woven. This is our third multifamily project in Greenville, SC. This is an $87.8M project with 214 units and 13,500 square feet of ground floor retail that is eligible to receive South Carolina Textile Rehabilitation Credits upon substantial completion and received Special Source Credits equal to 50% of the real estate taxes for a period of 20 years.
- On June 16, 2025, our BC Realty partnership refinanced our FRP provided floating rate construction loans on our two (2) office buildings with Symetra Life Insurance Company. This is a 10-year, fully amortizing $10.5M permanent loan, at a fixed interest rate of 6.40%.

### Six Month Highlights

- 32% decrease in Net Income ($2.3 million vs $3.3 million)
- 7% increase in pro rata NOI ($19.1 million vs $17.8 million)
- 2% increase in the Multifamily segment’s pro rata NOI primarily due to lease up of The Verge. This comparison includes the results for this project from the same period last year (when this project was still in our Development segment).
- 6% decrease in Industrial and Commercial revenue and 8% decrease in that segment’s NOI
- 20.1% increase in the Mining Royalty Lands' Segment's NOI

### Comparative Results of Operations for the Six months ended June 30, 2025 and 2024

### Consolidated Results

*(dollars in thousands)*

| Revenues: | Six Months Ended June 30, 2025 | 2024 | Change% |  |
| --- | ---: | ---: | ---: | ---: |
| Lease revenue | $14,313 | 14,416 | $(103) | -.7% |
| Mining royalty and rents | 6,843 | 6,194 | 649 | 10.5% |
| Total revenues | 21,156 | 20,610 | 546 | 2.6% |
| **Cost of operations:** |  |  |  |  |
| Depreciation/depletion/amortization | 5,333 | 5,078 | 255 | 5.0% |
| Operating expenses | 4,439 | 3,569 | 870 | 24.4% |
| Property taxes | 1,940 | 1,667 | 273 | 16.4% |
| General and administrative | 5,462 | 4,594 | 868 | 18.9% |
| Total cost of operations | 17,174 | 14,908 | 2,266 | 15.2% |
| **Total operating profit** | 3,982 | 5,702 | (1,720) | -30.2% |
| Net investment income | 4,909 | 6,491 | (1,582) | -24.4% |
| Interest expense | (1,519) | (1,740) | 221 | -12.7% |
| Equity in loss of joint ventures | (4,410) | (5,743) | 1,333 | -23.2% |
| Income before income taxes | 2,962 | 4,710 | (1,748) | -37.1% |
| Provision for income taxes | 704 | 1,316 | (612) | -46.5% |
| Net income | 2,258 | 3,394 | (1,136) | -33.5% |
| Income (loss) attributable to noncontrolling interest | (30) | 49 | (79) | -161.2% |
| **Net income attributable to the Company** | $2,288 | $3,345 | $(1,057) | -31.6% |

Net income for the first six months of 2025 was $2,288,000 or $.12 per share versus $3,345,000 or $.18 per share in the same period last year. Pro rata NOI for the first six months of 2025 was $19,052,000 versus $17,764,000 in the same period last year. The first six months of 2025 were impacted by the following items:

- Operating profit decreased $1,720,000 primarily due to higher Development segment professional fees ($682,000) and higher General and administrative expense ($868,000). Development segment professional fees included $712,000 of legal expenses related to due diligence for a potential investment

the company is evaluating. General and administrative expense increased primarily due to overlapping compensation as a result of the implementation of our executive succession and transition plan that commenced in June, 2024. Industrial and commercial segment operating profit declined $556,000 because of a $211,000 increase in depreciation expense from completion of our new Chelsea warehouse, as well as lower occupancy due to a tenant default and non-renewing leases. Mining Royalty Land's segment operating profit increased $596,000 primarily due to the prior year's overpayment deduction of $566,000.

- Net investment income decreased $1,582,000 from reduced earnings on cash equivalents ($904,000) and reduced income from our lending ventures ($678,000) primarily due to fewer residential lot sales.
- Interest expense decreased $221,000 compared to the same period last year as we capitalized $209,000 more interest. More interest was capitalized due to increased in-house and joint venture projects under development this quarter compared to last year.
- Equity in loss of Joint Ventures improved $1,333,000 because of improved results at our unconsolidated joint ventures. Results improved at The Verge ($499,000) due to lease up, and also at Bryant Street ($656,000) and BC Realty ($222,000) because of higher revenues and lower variable rate interest expense.

### Multifamily Segment (Pro rata consolidated and pro rata unconsolidated)

For ease of comparison all the figures in the tables below include the results for The Verge from prior periods (when this project was still in our Development segment).

|  | Six months ended June 30 |  |  |
| --- | ---: | ---: | ---: |
| (dollars in thousands) | 2025% | 2024% | Change% |
| Lease revenue | $16,772 100.0% | 15,996 100.0% | 776 4.9% |
| Depreciation and amortization | 6,673 39.8% | 6,689 41.8% | (16) -.2% |
| Operating expenses | 5,316 31.7% | 5,072 31.7% | 244 4.8% |
| Property taxes | 1,978 11.8% | 1,801 11.3% | 177 9.8% |
| Cost of operations | 13,967 83.3% | 13,562 84.8% | 405 3.0% |
| Operating profit before G&A | $2,805 16.7% | 2,434 15.2% | 371 15.2% |
| Depreciation and amortization | 6,673 | 6,689 | (16) |
| Unrealized rents & other | (111) | 46 | (157) |
| Net operating income | $9,367 55.8% | 9,169 57.3% | 198 2.2% |

The combined consolidated and unconsolidated pro rata net operating income this quarter for this segment was $9,367,000, up $198,000 or 2% compared to $9,169,000 in the same period last year. Most of this increase was from the lease up of The Verge which contributed $1,486,000 of pro rata NOI to this segment compared to

$1,316,000 in the Development segment in the same period last year, an increase of $170,000. Same store NOI increased $28,000.

| Apartment Building | Units | Pro rata NOI YTD 2025 | Pro rata NOI YTD 2024 | Avg. Occupancy YTD 2025 | Avg. Occupancy YTD 2024 | Renewal Success Rate YTD 2025 | Renewal % increase YTD 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Dock 79 Anacostia DC | 305 | $1,900,000 | $1,878,000 | 95.6% | 94.2% | 70.4% | 4.8% |
| Maren Anacostia DC | 264 | $1,745,000 | $1,847,000 | 93.7% | 94.3% | 54.0% | 4.9% |
| Riverside Greenville | 200 | $437,000 | $439,000 | 92.9% | 93.3% | 56.8% | 5.0% |
| Bryant Street DC | 487 | $3,081,000 | $3,051,000 | 93.5% | 92.0% | 51.8% | 2.1% |
| .408 Jackson Greenville | 227 | $718,000 | $638,000 | 96.1% | 94.6% | 58.8% | 4.6% |
| Verge Anacostia DC | 344 | $1,486,000 | $1,316,000 | 93.4% | 89.5% | 69.1% | 2.8% |
| Multifamily Segment | 1,827 | $9,367,000 | $9,169,000 | 94.1% | 92.7% |  |  |

### Multifamily Segment (Consolidated - Dock 79 and The Maren)

|  | Six months ended June 30 |  |  |
| --- | ---: | ---: | ---: |
| (dollars in thousands) | 2025% | 2024% | Change% |
| Lease revenue | $10,991 100.0% | 10,910 100.0% | 81 .7% |
| Depreciation and amortization | 3,930 35.7% | 3,962 36.3% | (32) -.8% |
| Operating expenses | 3,112 28.3% | 2,980 27.3% | 132 4.4% |
| Property taxes | 1,283 11.7% | 1,100 10.1% | 183 16.6% |
| Cost of operations | 8,325 75.7% | 8,042 73.7% | 283 3.5% |
| Operating profit before G&A | $2,666 24.3% | 2,868 26.3% | (202) -7.0% |

Total revenues for our two consolidated joint ventures were $10,991,000, an increase of $81,000 versus $10,910,000 in the same period last year. Total operating profit before G&A for the consolidated joint ventures was $2,666,000, a decrease of $202,000, or 7% versus $2,868,000 in the same period last year primarily due to higher operating expenses ($132,000) and property taxes ($183,000).

### Multifamily Segment (Pro rata unconsolidated)

Our Multifamily Segment has four unconsolidated joint ventures (Bryant Street, The Verge, Riverside, and .408 Jackson). Riverside was moved from the Development segment to the Multifamily segment in 2022, Bryant Street and .408 Jackson moved as of the beginning of 2024 and The Verge moved effective July 1, 2024, each upon reaching lease up stabilization.

|  | Six months ended June 30 |  |  |
| --- | ---: | ---: | ---: |
| (dollars in thousands) | 2025% | 2024% | Change% |
| Lease revenue | $10,785 100.0% | 10,051 100.0% | 734 7.3% |
| Depreciation and amortization | 4,518 41.9% | 4,518 45.0% | — —% |
| Operating expenses | 3,666 34.0% | 3,452 34.3% | 214 6.2% |
| Property taxes | 1,279 11.9% | 1,204 12.0% | 75 6.2% |
| Cost of operations | 9,463 87.7% | 9,174 91.3% | 289 3.2% |
| Operating profit | $1,322 12.3% | 877 8.7% | 445 50.7% |

For our four unconsolidated joint ventures, pro rata revenues were $10,785,000, an increase of $734,000 or 7% compared to $10,051,000 in the same period last year. Pro rata operating profit before G&A was $1,322,000, an increase of $445,000, or 51% versus $877,000 in the same period last year. The increase was due to lease up at The Verge and higher revenues at Bryant Street and .408 Jackson.

### Industrial and Commercial Segment

|  | Six months ended June 30 |  |  |
| --- | ---: | ---: | ---: |
| (dollars in thousands) | 2025% | 2024% | Change% |
| Lease revenue | $2,721 100.0% | 2,898 100.0% | (177) (6.1%) |
| Depreciation and amortization | 962 35.4% | 723 24.9% | 239 33.1% |
| Operating expenses | 463 17.0% | 406 14.0% | 57 14.0% |
| Property taxes | 210 7.7% | 127 4.4% | 83 65.4% |
| Cost of operations | 1,635 60.1% | 1,256 43.3% | 379 30.2% |
| Operating profit before G&A | $1,086 39.9% | 1,642 56.7% | (556) (33.9%) |
| Depreciation and amortization | 962 | 723 | 239 |
| Unrealized revenues | 101 | (19) | 120 |
| Net operating income | $2,149 79.0% | $2,346 81.0% | $(197) (8.4%) |

Total revenues in this segment were $2,721,000, down $177,000 or 6%, over the same period last year. Operating profit before G&A was $1,086,000, down $556,000 or 34% from $1,642,000 in the same period last year due to $216,000 of depreciation and $30,000 of operating costs at our spec Chelsea warehouse placed in service in April, a write-off of $118,000 unrealized rent receivable and $34,000 deferred leasing commission related to a tenant that defaulted, and the related lower occupancy. Net operating income in this segment was $2,149,000, down $197,000 or 8% compared to the same period last year.

### Mining Royalty Lands Segment Results

|  | Six months ended June 30 |  |  |
| --- | ---: | ---: | ---: |
| (dollars in thousands) | 2025% | 2024% | Change% |
| Mining royalty and rent revenue | $6,843 100.0% | 6,194 100.0% | 649 10.5% |
| Depreciation, depletion and amortization | 355 5.2% | 308 5.0% | 47 15.3% |
| Operating expenses | 32 0.5% | 33 0.5% | (1) -3.0 |
| Property taxes | 151 2.2% | 144 2.3% | 7 4.9% |
| Cost of operations | 538 7.9% | 485 7.8% | 53 10.9% |
| Operating profit before G&A | $6,305 92.1% | 5,709 92.2% | 596 10.4% |
| Depreciation and amortization | 355 | 308 | 47 |
| Unrealized revenues | 289 | (229) | 518 |
| Net operating income | $6,949 101.5% | $5,788 93.4% | $1,161 20.1% |

Total revenues in this segment were $6,843,000, an increase of $649,000 or 10% versus $6,194,000 in the same period last year. Royalty revenues in the prior year were impacted by the deduction of royalties to resolve an $842,000 overpayment which we referenced previously. Through the six months of last year, the tenant withheld $566,000 in royalties otherwise due to the Company. Royalty tons were down 7% primarily due to a decrease at one location that had one-time project specific rail shipments in the prior year. The revenue reduction from the decreased volume was more than offset by increased royalties per ton (up 8.5% excluding the prior year payment deduction) along with the overpayment reduction in the prior year. Total operating profit before G&A in this segment was $6,305,000, an increase of $596,000 versus $5,709,000 in the same period last year. Net operating income in this segment was $6,949,000, up $1,161,000 or 20% compared to the same period last year due to higher revenues and a $518,000 increase in unrealized revenues due to temporarily higher minimum royalty payments at one location which are straight-lined across the life of the lease for GAAP revenue purposes.

### Development Segment Results

*(dollars in thousands)*

|  | Six months ended June 30 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| Lease revenue | $601 | 608 | (7) |
| Depreciation, depletion and amortization | 86 | 85 | 1 |
| Operating expenses | 832 | 150 | 682 |
| Property taxes | 296 | 296 | — |
| Cost of operations | 1,214 | 531 | 683 |
| Operating profit before G&A | $(613) | 77 | (690) |

42

**Liquidity and Capital Resources.** The growth of the Company’s businesses requires significant cash needs to acquire and develop land or operating buildings and to construct new buildings and tenant improvements. As of June 30, 2025, we had $153,167,000 of cash and cash equivalents. As of June 30, 2025 we had no debt borrowed under our $35 million Wells Fargo revolver, $449,000 outstanding under letters of credit and $34,551,000 available to borrow under the revolver.

**Cash Flows** - The following table summarizes our cash flows from operating, investing and financing activities for each of the periods presented (in thousands of dollars):

| Total cash provided by (used for): | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Operating activities | $13,172 | 15,082 |
| Investing activities | 1,293 | (14,219) |
| Financing activities | (9,918) | (1,489) |
| Increase (decrease) in cash and cash equivalents | $4,547 | (626) |
| Outstanding debt at the beginning of the period | 178,853 | 178,705 |
| Outstanding debt at the end of the period | 180,371 | 178,779 |

**Operating Activities -** Net cash provided by operating activities for the six months ended June 30, 2025 was $13,172,000 versus $15,082,000 in the same period last year. The decrease was primarily due to lower net income, less loss in equity of joint ventures, higher income tax payments, mostly offset by higher accounts payable and accrued liabilities due to the timing of construction in progress payments.

**Investing Activities** - Net cash provided by investing activities for the six months ended June 30, 2025 was $1,293,000 versus $14,219,000 used in investing activities in the same period last year. The $15.5 million decrease was due to a $3.4 million decrease in investment in properties from winding up the Chelsea warehouse construction combined with a $8.8 million decrease in investments in joint ventures due to lower capital calls and lending activity, partially offset by a $2.7 million increase in return of capital from joint ventures. Return of capital from joint ventures increased primarily due to $5.8 million loan repayment and $1.5 million distribution from BC Realty's third party financing, $1.1 million distributions from our Greenville properties while the prior year included a $5 million return from permanent financing at .408 Jackson and higher residential lot sales.

**Financing Activities –** Net cash used in financing activities was $9,918,000 versus $1,489,000 in the same period last year due to $11.6 million distribution to noncontrolling interests related to the the planned increase in ownership of our partnerships with Altman Logistics at the construction/stabilization loan closings. Also related to these closings there was $1.4 million paid in debt issuance costs and $2.7 million draws on the loans.

**Credit Facilities -** On December 22, 2023, the Company entered into a 2023 Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A. (“Wells Fargo”). The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo, dated January 30, 2015. The Credit Agreement establishes a three-year revolving credit facility with a maximum facility amount of $35 million. The interest rate under the Credit Agreement will be 2.25% over Daily Simple SOFR. A commitment fee of 0.35% per annum is payable quarterly on the unused portion of the commitment. The credit agreement contains certain conditions and financial covenants, including a minimum tangible net worth and dividend restriction. As of June 30, 2025, these covenants would have limited our ability to pay dividends to a maximum of $111.0 million combined.

On March 19, 2021, the Company refinanced Dock 79 and The Maren projects pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The Maren borrowed principal sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing. The loans are separately secured by the Dock 79 and The Maren real property and improvements, bear a fixed interest rate of 3.03% per annum, and require monthly payments of interest only with the principal in full due April 1, 2033. Either loan may be prepaid subsequent to April 1, 2024, subject to yield maintenance premiums. Either loan may be transferred to a qualified buyer as part of a one-time sale subject to a 60% loan to value, minimum of 7.5% debt yield and a 0.75% transfer fee.

On July 25, 2022 the Greenville partnership at Riverside secured a $32,000,000 loan with a fixed rate of 4.92% from Synovus Bank, replacing the $22,800,000 loan with Truist Bank. It is an eight year loan maturing July 25, 2030. The term coincides with when the opportunity zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven.

On December 4, 2023 the Bryant Street partnership secured a $110,000,000 loan with a floating rate equal to SOFR plus 2.9% from Rialto Capital Management, replacing the $132,000,000 loan with Capital One. It is a three year loan with two one-year extensions. A SOFR rate cap was secured at 5.35% from Chatham Financial creating an effective interest rate ceiling of 8.25%. The loan has a floor interest rate of 6.90%. FRP will look to secure a fixed permanent loan in the future when interest rates are more favorable.

On January 30, 2024 the Greenville partnership at .408 Jackson secured a $49,450,000 loan with a fixed rate of 5.59% from Fannie Mae, replacing the $36,000,000 loan with First National Bank. It is a seven year loan maturing February 1, 2031. The interest rate was favorable given the current market conditions and the term coincides with when the opportunity zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven. As a result of refinancing, the Company received a $5 million return of capital.

On April 25, 2024 the Verge partnership secured a $68,862,000 loan with a fixed rate of 5.72% from Fannie Mae, replacing the $72,823,000 loan with Truist Bank. It is a seven year loan maturing May 1, 2031. The opportunity zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven.

On March 7, 2025 the Lakeland partnership secured a $16.0 million loan with a floating rate equal to SOFR plus 2.75% from Seacoast National Bank. It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.50% with an interest rate swap conversion.

On March 13, 2025 the Davie partnership secured a $31.9 million loan with a floating rate equal to SOFR plus 2.75% from Synovus National Bank. It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.25%.

On May 30, 2025 the Woven partnership secured a $42.9 million loan with a floating rate equal to SOFR plus 2.85% from Bank of Texas and First Horizon Bank. It is a four-year construction/stabilization loan and includes a one-year conditional extension with principal and interest payments.

On June 16, 2025 the BC Realty partnership refinanced our FRP provided floating rate construction loans on our two office buildings with Symetra Life Insurance Company. This is a 10 year, fully amortizing $10.5M permanent loan, at a fixed interest rate of 6.40%.

**Cash Requirements –** The Company expects to invest $73 million into our existing real estate holdings and joint ventures during the remainder of 2025 and $153 million beyond 2025 for projects currently in our pipeline, with such capital being funded from cash and investments on hand, cash generated from operations, property sales, distributions from joint ventures, or borrowings under our credit facilities.

### Non-GAAP Financial Measures.

To supplement the financial results presented in accordance with GAAP, FRP presents certain non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro rata net operating income (NOI) because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. This measure is not, and should not be viewed as, a substitute for GAAP financial measures. For ease of comparison all the figures in the tables below include the results for The Verge in the Multifamily segment for all periods shown.

| Pro rata Net Operating Income Reconciliation Six months ending 6/30/25 (in thousands) | Industrial and Commercial Segment | Development Segment | Multifamily Segment | Mining Royalties Segment | Unallocated Corporate Expenses | FRP Holdings Totals |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net income (loss) | $831 | 1,086 | (2,531) | 4,806 | (1,934) | 2,258 |
| Income tax allocation | 255 | 333 | (788) | 1,476 | (572) | 704 |
| Income (loss) before income taxes | 1,086 | 1,419 | (3,319) | 6,282 | (2,506) | 2,962 |
| Less: |  |  |  |  |  |  |
| Unrealized rents | — |  | — | — |  | — |
| Interest income |  | 1,876 | 1 |  | 3,032 | 4,909 |
| Plus: |  |  |  |  |  |  |
| Unrealized rents | 101 | — | 14 | 289 | — | 404 |
| Professional fees |  | 734 | 87 |  |  | 821 |
| Equity in loss of joint ventures | — | (156) | 4,543 | 23 |  | 4,410 |
| Interest expense | — | — | 1,443 | — | 76 | 1,519 |
| Depreciation/amortization | 962 | 86 | 3,930 | 355 |  | 5,333 |
| General and administrative | — | — | — | — | 5,462 | 5,462 |
| Net operating income (loss) | 2,149 | 207 | 6,697 | 6,949 | — | 16,002 |
| NOI of noncontrolling interest |  |  | (3,052) |  |  | (3,052) |
| Pro rata NOI from unconsolidated joint ventures |  | 380 | 5,722 |  |  | 6,102 |
| Pro rata net operating income | $2,149 | 587 | 9,367 | 6,949 | — | 19,052 |

45

| Pro-rata Net Operating Income Reconciliation Six months ended 06/30/24 (in thousands) | Industrial and Commercial Segment | Development Segment | Multifamily Segment | Mining Royalties Segment | Unallocated Corporate Expenses | FRP Holdings Totals |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net income (loss) | $805 | (1,115) | (2,477) | 3,876 | 2,305 | 3,394 |
| Income tax allocation | 247 | (343) | (772) | 1,191 | 993 | 1,316 |
| Income (loss) before income taxes | 1,052 | (1,458) | (3,249) | 5,067 | 3,298 | 4,710 |
| Less: |  |  |  |  |  |  |
| Unrealized rents | 19 |  | 9 | 229 |  | 257 |
| Interest income |  | 2,554 |  |  | 3,937 | 6,491 |
| Plus: |  |  |  |  |  | — |
| Professional fees |  |  | 15 |  |  | 15 |
| Equity in loss of joint ventures | — | 1,782 | 3,939 | 22 |  | 5,743 |
| Interest expense | — | — | 1,652 | — | 88 | 1,740 |
| Depreciation/amortization | 723 | 85 | 3,962 | 308 |  | 5,078 |
| General and administrative | 590 | 2,307 | 526 | 620 | 551 | 4,594 |
|  |  |  |  |  |  | — |
| Net operating income (loss) | 2,346 | 162 | 6,836 | 5,788 | — | 15,132 |
| NOI of noncontrolling interest |  |  | (3,111) |  |  | (3,111) |
| Pro-rata NOI from unconsolidated joint ventures |  | 299 | 5,444 |  |  | 5,743 |
| Pro-rata net operating income | $2,346 | 461 | 9,169 | 5,788 | — | 17,764 |

46

## Market risk

As filed, 676 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 and our variable rate construction/stabilization loans.

Applicable margin for borrowings at June 30, 2025 under the Wells Fargo Credit Agreement was Daily simple SOFR plus 2.25%. and under our variable rate construction/stabilization loans was Daily SOFR plus 2.75%.

The Company did not have a material amount of variable rate debt at June 30, 2025, 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.

## Controls and procedures

As filed, 1,932 characters.

### CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

The Company also maintains a system of internal accounting controls over financial reporting that are designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving the desired control objectives.

As of June 30, 2025, the Company, under the supervision and with the participation of the Company's management, including the CEO, CFO and CAO, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on this evaluation, the Company’s CEO, CFO and CAO concluded that the Company's disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in periodic SEC filings.

There have been no changes in the Company’s internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 602 characters.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Filed Aug 8, 2025.
Source: SEC EDGAR, the filing index for accession 0000844059-25-000050. Last ingested by Listed: Nov 4, 2026, 18:49 ET. No prices; not investment advice.