FRP Holdings, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>FRP Holdings, Inc. has submitted its annual 10-K filing for the fiscal year ending December 31, 2023.</b>

AI Summary

FRP HOLDINGS, INC. (FRPH) filed a Annual Report (10-K) with the SEC on March 26, 2024. FRP Holdings, Inc. filed its 10-K report for the fiscal year ending December 31, 2023. The company's principal business address is 200 W. Forsyth St., 7th Floor, Jacksonville, FL 32202. The filing covers the period from January 1, 2023, to December 31, 2023. FRP Holdings, Inc. was formerly known as Patriot Transportation Holding Inc. and FRP Properties Inc. The company is incorporated in Florida (FL).

Why It Matters

For investors and stakeholders tracking FRP HOLDINGS, INC., this filing contains several important signals. This 10-K filing provides a comprehensive overview of FRP Holdings, Inc.'s financial performance, operations, and risk factors for the fiscal year 2023, crucial for investors to assess the company's health and future prospects. Understanding the company's historical structure, including its former names, offers context for its evolution and potential strategic shifts.

Risk Assessment

Risk Level: low — FRP HOLDINGS, INC. shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate, significant negative or positive news, indicating a neutral sentiment.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 10-K to understand FRP Holdings, Inc.'s performance and outlook.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-03-26 — Filing Date (Filed as of date)
• 102 — Public Document Count (Conformed document count)

Key Players & Entities

• FRP HOLDINGS, INC. (company) — Filer name
• FRPH (company) — Ticker symbol
• 200 W. FORSYTH ST. 7TH FLOOR JACKSONVILLE FL 32202 (company) — Business address
• PATRIOT TRANSPORTATION HOLDING INC (company) — Former company name
• FRP PROPERTIES INC (company) — Former company name
• FL (company) — State of incorporation

FAQ

Industry Context

FRP Holdings, Inc. operates within the real estate sector, as indicated by its SIC code 6500.

Regulatory Implications

The filing is a standard Form 10-K, adhering to the reporting requirements of the Securities Exchange Act of 1934.

What Investors Should Do

1. Review the full 10-K filing for detailed financial statements and management discussion.
2. Analyze the risk factors section to understand potential challenges and uncertainties.
3. Compare the 2023 results with previous years to identify trends and performance changes.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-03-26: Filing Date — Date the 10-K report was officially filed with the SEC.

Year-Over-Year Comparison

This is the initial 10-K filing for the fiscal year 2023, following the previous year's filing.

Key Financial Figures

• $180,070,000 — g non-recourse mortgage indebtedness of $180,070,000, secured by developed real estate prope
• $246,804,000 — e properties having a carrying value of $246,804,000. Our use of debt may have adverse conse
• $128,795,000 — 3, the Company had total investments of $128,795,000 in U.S. Treasury Notes which mature thr

Filing Documents

• frph10k23.htm (10-K) — 2287KB
• frph10k23.pdf (10-K) — 1514KB
• frphex21.htm (EX-21.1) — 43KB
• frphex23.htm (EX-23) — 2KB
• frphex31a.htm (EX-31) — 9KB
• frphex31b.htm (EX-31) — 9KB
• frphex31c.htm (EX-31) — 9KB
• frphex32.htm (EX-32) — 11KB
• frphex97.htm (EX-96) — 20KB
• image_001.jpg (GRAPHIC) — 29KB
• 0000844059-24-000018.txt (&nbsp;) — 11963KB
• frph-20231231_cal.xml (EX-101.CAL) — 69KB
• frph-20231231_def.xml (EX-101.DEF) — 258KB
• frph-20231231_lab.xml (EX-101.LAB) — 412KB
• frph-20231231_pre.xml (EX-101.PRE) — 407KB
• frph-20231231.xsd (EX-101.SCH) — 64KB
• frph10k23_htm.xml (XML) — 1785KB

Business

Business 5 Item 1A.

Risk Factors

Risk Factors 6 Item 1B. Unresolved Staff Comments 11 Item 1C. Cybersecurity 11 Item 2.

Properties

Properties 12 Item 3.

Legal Proceedings

Legal Proceedings 16 Item 4. Mine Safety Disclosures 16 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 17 Item 6. [Reserved] 17 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 18 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 18 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 18 Item 9A.

Controls and Procedures

Controls and Procedures 18 Item 9B. Other Information 19 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 19 PART III Item 10. Directors, Executive Officers and Corporate Governance 20 Item 11.

Executive Compensation

Executive Compensation 20 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 20 Item 13. Certain Relationships and Related Transactions, and Director Independence 21 Item 14. Principal Accounting Fees and Services 21 PART IV Item 15. Exhibits and Financial Statement Schedules 21 Item 16. Form 10-K Summary 21

Signatures

Signatures 22 3 Preliminary Note Regarding Forward-Looking Certain matters discussed in the report contain "forward-looking 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The words or phrases "anticipate," "estimate," "believe," "budget," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" and similar expressions identify forward-looking statements. Such statements reflect management's current views with respect to financial results related to future events and are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ, perhaps materially, from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of this Form 10-K and other factors that might cause differences, some of which could be material, include, but are not limited to: the possibility that we may be unable to find appropriate investment opportunities; levels of construction activity in the markets served by our mining properties; demand for flexible industrial and commercial facilities in the Baltimore-Washington-Northern Virginia area; demand for apartments in Washington D.C and Greenville, SC; our ability to obtain zoning and entitlements necessary for property development; the impact of lending and capital market conditions on our liquidity, our ability to finance projects or repay our debt; general real estate investment and development risks; vacancies in our properties; risks associated with

BUSINESS

Item 1. BUSINESS. FRP Holdings, Inc., a Florida corporation (the "Company") was incorporated on April 22, 2014 in connection with a corporate reorganization that preceded the Spin-off of Patriot Transportation Holding, Inc. The Company's predecessor issuer was formed on July 20, 1998. 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" previously named "Asset Management Segment"), (ii) leasing and management of mining royalty land owned by the Company (the "Mining Royalty Lands Segment"), (iii) real property acquisition, entitlement, development and construction primarily for multifamily, industrial and commercial, or residential either alone or through joint ventures (the "Development Segment"), (iv) ownership, leasing and management of apartment buildings through joint ventures (the "Multifamily Segment" previously named "Stabilized Joint Venture Segment"). The 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 16,650 acres currently under lease for mining rents or royalties and an additional 4,280 acres through our Brooksville joint venture with Vulcan Materials. Other than one location in Virginia, all of our mining properties are located in Florida and Georgia. Our Development Segment owns and continuously monitors the highest and best u

RISK FACTORS

Item 1A. RISK FACTORS. 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. Nearly all of our residential/mixed-use and commercial 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 or acts of terrorism. We cannot be sure that these markets will continue to grow or demand the type of assets in our portfolio. 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 j

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