Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 6, 2024

FRP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Florida (State or other jurisdiction of incorporation)			001-36769 (Commission File Number)			47-2449198 (IRS Employer Identification No.)


200 W. FORSYTH STREET, 7TH FLOOR JACKSONVILLE, FL (Address of principal executive offices)			32202 (Zip Code)

(904) 858-9100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FRPH	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition.

On November 6, 2024, FRP Holdings, Inc. issued a press release announcing results of operations for the third quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1.

The information in this report (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Description

99.1 FRP Holdings, Inc. Press Release dated November 6, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		FRP HOLDINGS, INC.
		Registrant

Date: November 6, 2024	By:	/s/Matthew C. McNulty
		Matthew C. McNulty
		Chief Financial Officer & Treasurer

FRP HOLDINGS, INC./NEWS


Contact: John D. Baker III Chief Executive Officer			904/858-9100

FRP HOLDINGS, INC. (NASDAQ: FRPH) ANNOUNCES RESULTS FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2024

FRP Holdings, Inc. (NASDAQ-FRPH) Jacksonville, Florida; November 6, 2024 –

FRP Holdings is a real estate asset developer and manager across three differing asset classes including Multifamily, Industrial and Commercial, and Mining and Royalty.

Third Quarter Highlights

•8% increase in Net Income ($1.4 million vs $1.3 million)

•39% increase in pro rata NOI ($11.3 million vs $8.1 million)

•Pro rata NOI includes a one-time, catch-up, minimum royalty payment of $1.9 million that applies to the prior twenty-four months as the tenant failed to meet a production requirement contained in the lease. This revenue was straight-lined over the life of the lease.

•23% increase in the Multifamily segment’s pro rata NOI primarily due to lease up of Bryant St., 408 Jackson, and The Verge. This comparison includes the results for these three projects from the same period last year (when these projects were still in our Development segment).

•10% increase in Industrial and Commercial segment NOI

Executive Summary and Analysis – In the third quarter, the Company saw a 39% improvement in pro rata NOI compared to the same period last year, and a 28% increase in pro rata NOI in the first nine months compared to the same period last year. This is consistent with the 26.4% CAGR at which we have grown pro rata NOI over the last three years on a trailing twelve month basis. The growth in pro rata NOI for the third quarter was driven by increases across all segments but particularly in the Mining and Royalties segment (80% increase). The substantial increase in Mining Royalty NOI was due to a $2 million increase in unrealized revenue. This was mostly the result of a one-time, minimum royalty payment at one location which is straight-lined across the life of the lease for GAAP revenue purposes.

Shell construction is nearly complete for our Chelsea Project in Harford County, MD, which we expect to come in under budget. We are working to get shovel ready the sites of our two industrial JV’s in Florida with an

anticipated construction start for both in March of 2025. These three projects represent 640,000 square feet of new, Class A, industrial product requiring $116 million in total capex and are in keeping with our stated strategy of focusing on industrial development. We have underwritten all these projects at an unlevered 6-7% yield.

Comparative Results of Operations for the Three months ended September 30, 2024 and 2023

Consolidated Results


(dollars in thousands)	Three Months Ended September 30,
	2024		2023	Change		%
Revenues:
Lease revenue	$	7,434	7,509	$	(75)	-1.0	%
Mining royalty and rents	3,199		3,082	117		3.8	%
Total revenues	10,633		10,591	42		.4	%

Cost of operations:
Depreciation, depletion and amortization	2,551		2,816	(265)		-9.4	%
Operating expenses	1,860		2,012	(152)		-7.6	%
Property taxes	850		919	(69)		-7.5	%
General and administrative	2,289		1,948	341		17.5	%
Total cost of operations	7,550		7,695	(145)		-1.9	%

Total operating profit	3,083		2,896	187		6.5	%

Net investment income	2,304		2,700	(396)		-14.7	%
Interest expense	(742)		(1,116)	374		-33.5	%
Equity in loss of joint ventures	(2,839)		(2,913)	74		-2.5	%
(Loss) gain on sale of real estate	—		(1)	1		-100.0	%
Income before income taxes	1,806		1,566	240		15.3	%
Provision for income taxes	427		467	(40)		-8.6	%

Net income	1,379		1,099	280		25.5	%
Income (loss) attributable to noncontrolling interest	18		(160)	178		-111.3	%
Net income attributable to the Company	$	1,361	1,259	$	102	8.1	%

Net income for the third quarter of 2024 was $1,361,000 or $.07 per share versus $1,259,000 or $.07 per share in the same period last year. Pro rata NOI for the third quarter of 2024 was $11,272,000 versus $8,085,000 in the same period last year including the one-time, $1.9 million royalty payment referenced in the third quarter highlights. The third quarter of 2024 was impacted by the following items:

•Operating profit increased 6% as favorable results in Multifamily, Industrial and Commercial, and Mining were partially offset by higher net Development segment and General and administrative costs.

•Net investment income decreased $396,000 due to reduced income from our lending ventures ($75,000) and decreased preferred interest ($613,000) due to the conversion of FRP preferred equity to common equity at Bryant Street partially offset by increased earnings on cash equivalents ($292,000).

•Interest expense decreased $374,000 compared to the same quarter last year as we capitalized $408,000 more interest this quarter, partially offset by higher costs related to the increase in our line of credit with Wells Fargo. 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 $74,000 due to improved results of our unconsolidated joint ventures. Results improved at The Verge ($372,000) due to lease up but were lower at .408 Jackson ($104,000) due to an increased real estate tax assessment and BC Realty ($196,000) due to a $302,000 write off of design costs for offices on phase II as we made the decision to repurpose the plan to a higher and better use.

Multifamily Segment (Consolidated)

Our Multifamily Segment has two consolidated joint ventures (Dock 79 and The Maren).


	Three months ended September 30
(dollars in thousands)	2024		%		2023	%		Change	%

Lease revenue	$	5,682	100.0	%	5,633	100.0	%	49	.9	%

Depreciation and amortization	1,985		35.0	%	2,265	40.1	%	(280)	-12.4	%
Operating expenses	1,573		27.7	%	1,773	31.5	%	(200)	-11.3	%
Property taxes	565		9.9	%	555	9.9	%	10	1.8	%

Cost of operations	4,123		72.6	%	4,593	81.5	%	(470)	-10.2	%

Operating profit before G&A	$	1,559	27.4	%	1,040	18.5	%	519	49.9	%

Total revenues for our two consolidated joint ventures were $5,682,000, an increase of $49,000 versus $5,633,000 in the same period last year. Total operating profit before G&A for the consolidated joint ventures was $1,559,000, an increase of $519,000, or 50% versus $1,040,000 in the same period last year primarily due to lower depreciation and operating expenses. Depreciation decreased as some of the assets became fully depreciated. Operating expenses decreased due to lower maintenance, utilities, insurance and marketing costs.

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 September 30
(dollars in thousands)	2024		%		2023	%		Change	%

Lease revenue	$	5,119	100.0	%	4,103	100.0	%	1,016	24.8	%

Depreciation and amortization	2,228		43.5	%	1,813	44.2	%	415	22.9	%
Operating expenses	1,895		37.0	%	1,652	40.3	%	243	14.7	%
Property taxes	467		9.1	%	487	11.9	%	(20)	-4.1	%

Cost of operations	4,590		89.7	%	3,952	96.3	%	638	16.1	%

Operating profit before G&A	$	529	10.3	%	151	3.7	%	378	250.3	%

For our four unconsolidated joint ventures, pro rata revenues were $5,119,000, an increase of $1,016,000 or 25% compared to $4,103,000 in the same period last year. Pro rata operating profit before G&A was $529,000, an increase of $378,000 or 250% versus $151,000 in the same period last year.

Multifamily Segment (Pro rata consolidated and pro rata unconsolidated)

For ease of comparison all the figures in the tables below include the results for Bryant Street, .408 Jackson, and The Verge from the same period last year (when these projects were still in our Development segment).


	Three months ended September 30
(dollars in thousands)	2024		%		2023	%		Change	%

Lease revenue	$	8,215	100.0	%	7,171	100.0	%	1,044	14.6	%

Depreciation and amortization	3,316		40.4	%	3,049	42.5	%	267	8.8	%
Operating expenses	2,749		33.5	%	2,622	36.6	%	127	4.8	%
Property taxes	774		9.4	%	788	11.0	%	(14)	-1.8	%

Cost of operations	6,839		83.3	%	6,459	90.1	%	380	5.9	%

Operating profit before G&A	$	1,376	16.7	%	712	9.9	%	664	93.3	%

Depreciation and amortization	3,316				3,049			267
Unnrealized rents & other	30				64			(34)
Net operating income	$	4,722	57.5	%	3,825	53.3	%	897	23.5	%

The combined consolidated and unconsolidated pro rata net operating income this quarter for this segment was $4,722,000, up $897,000 or 23% compared to $3,825,000 in the same quarter last year. Most of this increase was from the lease up of Bryant Street, .408 Jackson, and The Verge. These three projects contributed $2,542,000 of pro rata NOI to this segment compared to $1,787,000 in the Development segment in the same quarter last year, an increase of $755,000. Same store NOI increased $142,000 or 7%,


Apartment Building	Units	Pro rata NOI Q3 2024	Pro rata NOI Q3 2023	Avg. Occupancy Q3 2024		Avg. Occupancy CY 2023		Renewal Success Rate Q3 2024		Renewal % increase Q3 2024

Dock 79 Anacostia DC	305	$964,000	$952,000	94.0	%	94.4	%	71.4	%	2.9	%
Maren Anacostia DC	264	$973,000	$855,000	94.9	%	95.6	%	50.7	%	2.3	%
Riverside Greenville	200	$243,000	$231,000	94.0	%	94.5	%	56.0	%	2.7	%
Bryant Street DC	487	$1,537,000	$1,210,000	91.5	%	92.9	%	56.7	%	2.0	%
.408 Jackson Greenville	227	$362,000	$284,000	94.5	%	59.9	%	52.9	%	6.1	%
Verge Anacostia DC	344	$643,000	$293,000	90.1	%	47.3	%	63.6	%	3.9	%
Multifamily Segment	1,483	$4,722,000	$3,825,000	92.8	%	81.0	%

Industrial and Commercial Segment


	Three months ended September 30
(dollars in thousands)	2024		%		2023		%		Change		%

Lease revenue	$	1,455	100.0	%	1,442		100.0	%	13		0.9	%

Depreciation and amortization	360		24.7	%	369		25.6	%	(9)		(2.4	%)
Operating expenses	185		12.7	%	173		12.0	%	12		6.9	%
Property taxes	68		4.7	%	62		4.3	%	6		9.7	%

Cost of operations	613		42.1	%	604		41.9	%	9		1.5	%

Operating profit before G&A	$	842	57.9	%	838		58.1	%	4		0.5	%

Depreciation and amortization	360				369				(9)
Unrealized revenues	7				(111)				118
Net operating income	$	1,209	83.1	%	$	1,096	76.0	%	$	113	10.3	%

Total revenues in this segment were $1,455,000, up $13,000 or 1%, over the same period last year. Operating profit before G&A was $842,000, up $4,000 or 0.5% over the same quarter last year. We now have nine buildings in service at three different locations totaling 515,077 square feet of industrial and 33,708 square feet of office. These assets were 95.6% leased and occupied during the entire quarter. Net operating income in this segment was $1,209,000, up $113,000 or 10% compared to the same quarter last year primarily due to more unrealized rental revenue in the prior year due to rent abatements that expired in 2023.

Mining Royalty Lands Segment Results


	Three months ended September 30
(dollars in thousands)	2024		%		2023		%		Change		%

Mining royalty and rent revenue	$	3,199	100.0	%	3,082		100.0	%	117		3.8	%

Depreciation, depletion and amortization	163		5.1	%	138		4.4	%	25		18.1	%
Operating expenses	20		0.6	%	18		0.6	%	2		11.1
Property taxes	70		2.2	%	181		5.9	%	(111)		-61.3	%

Cost of operations	253		7.9	%	337		10.9	%	(84)		-24.9	%

Operating profit before G&A	$	2,946	92.1	%	2,745		89.1	%	201		7.3	%

Depreciation and amortization	163				138				25
Unrealized revenues	1,994				(46)				2,040
Net operating income	$	5,103	159.5	%	$	2,837	92.1	%	$	2,266	79.9	%

Total revenues in this segment were $3,199,000, an increase of $117,000 or 3.8% versus $3,082,000 in the same period last year. Royalty tons were down 3%. Total operating profit before G&A in this segment was $2,946,000, an increase of $201,000 versus $2,745,000 in the same period last year due to higher revenues and lower property taxes. Net Operating Income this quarter for this segment was $5,103,000, up $2,266,000 or 80% compared to the same quarter last year mostly due to a $2,040,000 increase in unrealized revenues. This was mostly the result of a one-time, minimum royalty payment at one location which is straight-lined across the life of the lease for GAAP revenue purposes.

Development Segment Results


	Three months ended September 30
(dollars in thousands)	2024		2023	Change

Lease revenue	$	297	434	(137)

Depreciation, depletion and amortization	43		44	(1)
Operating expenses	82		48	34
Property taxes	147		121	26

Cost of operations	272		213	59

Operating profit before G&A	$	25	221	(196)

With respect to ongoing Development Segment projects:

•We entered into two new joint venture agreements in early 2024 with 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 first quarter of 2025.

•Last summer we broke ground on a new speculative warehouse project in Aberdeen, MD on Chelsea Road. Vertical construction is underway. This Class A, 258,000 square foot building is due to be complete in the 4th quarter of 2024.

•We are the principal capital source to develop 344 residential lots on 110 acres in Harford County, MD. We have funded $25.5 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, 79 lots have been sold and $12.9 million of preferred interest and principal has been returned to the company of which $3.6 million was booked as profit to the Company.

Nine Month Highlights

•94% increase in Net Income ($4.7 million vs $2.4 million)

•28% increase in pro rata NOI ($29.0 million vs $22.7 million), including the one-time, $1.9 million minimum royalty payment referenced previously

•39% increase in the Multifamily segment’s pro rata NOI primarily due to lease up of Bryant St., 408 Jackson, and The Verge. This comparison includes the results for these three projects from the same period last year (when these projects were still in our Development segment).

•11% increase in Industrial and Commercial revenue and 30% increase in that segment’s NOI

Comparative Results of Operations for the Nine months ended September 30, 2024 and 2023

Consolidated Results


(dollars in thousands)	Nine Months Ended September 30,
	2024		2023		Change		%
Revenues:
Lease revenue	$	21,850	21,773		$	77	.4	%
Mining royalty and rents	9,393		9,628		(235)		-2.4	%
Total revenues	31,243		31,401		(158)		-.5	%

Cost of operations:
Depreciation/depletion/amortization	7,629		8,415		(786)		-9.3	%
Operating expenses	5,429		5,574		(145)		-2.6	%
Property taxes	2,517		2,745		(228)		-8.3	%
General and administrative	6,883		6,150		733		11.9	%
Total cost of operations	22,458		22,884		(426)		-1.9	%

Total operating profit	8,785		8,517		268		3.1	%

Net investment income	8,795		8,207		588		7.2	%
Interest expense	(2,482)		(3,251)		769		-23.7	%
Equity in loss of joint ventures	(8,582)		(10,585)		2,003		-18.9	%
Gain on sale of real estate	—		7		(7)		-100.0	%
Income before income taxes	6,516		2,895		3,621		125.1	%
Provision for income taxes	1,743		898		845		94.1	%

Net income	4,773		1,997		2,776		139.0	%
Income (loss) attributable to noncontrolling interest	67		(425)		492		-115.8	%
Net income attributable to the Company	$	4,706	$	2,422	$	2,284	94.3	%

Net income for the first nine months of 2024 was $4,706,000 or $.25 per share versus $2,422,000 or $.13 per share in the same period last year. Pro rata NOI for the first nine months of 2024 was $29,036,000 versus $22,687,000 in the same period last year. The first nine months of 2024 were impacted by the following items:

•Operating profit increased 3.1% as favorable results in Multifamily and Industrial and Commercial were mostly offset by lower Mining profits and higher net Development and General and administrative costs.

•Pro rata NOI includes a one-time, catch-up, minimum royalty payment of $1,853,000 that applies to the prior twenty-four months as the tenant failed to meet a production requirement contained in the lease. This revenue was straight-lined over the life of the lease.

•Net investment income increased $588,000 due to increased earnings on cash equivalents ($1,252,000) and increased income from our lending ventures ($1,155,000), partially offset by decreased preferred interest ($1,819,000) due to the conversion of FRP preferred equity to common equity at Bryant Street.

•Interest expense decreased $769,000 compared to the same period last year as we capitalized $869,000 more interest, partially offset by increased costs related to the increase in our line of credit with Wells

Fargo. 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 $2,003,000 due to improved results at our unconsolidated joint ventures. Results improved at The Verge ($1,959,000) and .408 Jackson ($169,000).

Multifamily Segment (Consolidated)


	Nine Months Ended September 30,
(dollars in thousands)	2024		%		2023	%		Change	%

Lease revenue	$	16,592	100.0	%	16,454	100.0	%	138	.8	%

Depreciation and amortization	5,947		35.9	%	6,797	41.3	%	(850)	-12.5	%
Operating expenses	4,553		27.4	%	4,818	29.3	%	(265)	-5.5	%
Property taxes	1,665		10.0	%	1,649	10.0	%	16	1.0	%

Cost of operations	12,165		73.3	%	13,264	80.6	%	(1,099)	-8.3	%

Operating profit before G&A	$	4,427	26.7	%	3,190	19.4	%	1,237	38.8	%

Total revenues for our two consolidated joint ventures were $16,592,000, an increase of $138,000 versus $16,454,000 in the same period last year. Total operating profit before G&A for the consolidated joint ventures was $4,427,000, an increase of $1,237,000, or 39% versus $3,190,000 in the same period last year primarily due to lower depreciation and operating expense. Depreciation decreased as some of the assets became fully depreciated. Operating expenses decreased due to lower maintenance, utilities, insurance and marketing costs.

Multifamily Segment (Pro rata unconsolidated)


	Nine Months Ended September 30,
(dollars in thousands)	2024		%		2023	%		Change	%

Lease revenue	$	15,173	100.0	%	10,377	100.0	%	4,796	46.2	%

Depreciation and amortization	6,747		44.5	%	5,854	56.4	%	893	15.3	%
Operating expenses	5,358		35.3	%	4,667	45.0	%	691	14.8	%
Property taxes	1,665		11.0	%	1,292	12.5	%	373	28.9	%

Cost of operations	13,770		90.8	%	11,813	113.8	%	1,957	16.6	%

Operating profit	$	1,403	9.2	%	(1,436)	(13.8	%)	2,839

For our four unconsolidated joint ventures, pro rata revenues were $15,173,000, an increase of $4,796,000 or 46% compared to $10,377,000 in the same period last year. Pro rata operating profit before G&A was $1,403,000, an increase of $2,839,000 versus a loss of $1,436,000 in the same period last year.

Multifamily Segment (Pro rata consolidated and pro rata unconsolidated)

For ease of comparison all the figures in the tables below include the results for Bryant Street, .408 Jackson, and The Verge from prior periods (when these projects were still in our Development segment).


	Nine Months Ended September 30,
(dollars in thousands)	2024		%		2023	%		Change	%

Lease revenue	$	24,214	100.0	%	19,343	100.0	%	4,871	25.2	%

Depreciation and amortization	10,006		41.3	%	9,565	49.4	%	441	4.6	%
Operating expenses	7,844		32.4	%	7,324	37.9	%	520	7.1	%
Property taxes	2,570		10.6	%	2,188	11.3	%	382	17.5	%

Cost of operations	20,420		84.3	%	19,077	98.6	%	1,343	7.0	%

Operating profit before G&A	$	3,794	15.7	%	266	1.4	%	3,528	1326.3	%

Depreciation and amortization	10,006				9,565			441
Unnrealized rents & other	91				184			(93)
Net operating income	$	13,891	57.4	%	10,015	51.8	%	3,876	38.7	%

The combined consolidated and unconsolidated pro rata net operating income this quarter for this segment was $13,891,000, up $3,876,000 or 39% compared to $10,015,000 in the same period last year. Most of this increase was from the lease up of Bryant Street, .408 Jackson, and The Verge. These three projects contributed $7,547,000 of pro rata NOI to this segment compared to $3,803,000 in the Development segment in the same period last year, an increase of $3,744,000. Same store NOI increased $132,000 or 2%.


Apartment Building	Units	Pro rata NOI YTD 2024	Pro rata NOI YTD 2023	Avg. Occupancy YTD 2024		Avg. Occupancy CY 2023		Renewal Success Rate YTD 2024		Renewal % increase YTD 2024

Dock 79 Anacostia DC	305	$2,842,000	$2,825,000	94.1	%	94.4	%	68.3	%	3.2	%
Maren Anacostia DC	264	$2,820,000	$2,711,000	94.5	%	95.6	%	56.8	%	2.2	%
Riverside Greenville	200	$682,000	$676,000	93.6	%	94.5	%	57.5	%	3.1	%
Bryant Street DC	487	$4,588,000	$3,595,000	91.9	%	92.9	%	57.5	%	2.8	%
.408 Jackson Greenville	227	$1,000,000	$350,000	94.6	%	59.9	%	53.3	%	5.0	%
Verge Anacostia DC	344	$1,959,000	-$142,000	89.7	%	47.3	%	67.4	%	1.8	%
Multifamily Segment	1,483	$13,891,000	$10,015,000	92.7	%

Industrial and Commercial Segment


	Nine Months Ended September 30,
(dollars in thousands)	2024		%		2023		%		Change		%

Lease revenue	$	4,353	100.0	%	3,932		100.0	%	421		10.7	%

Depreciation and amortization	1,083		24.8	%	1,006		25.6	%	77		7.7	%
Operating expenses	591		13.6	%	490		12.5	%	101		20.6	%
Property taxes	195		4.5	%	185		4.7	%	10		5.4	%

Cost of operations	1,869		42.9	%	1,681		42.8	%	188		11.2	%

Operating profit before G&A	$	2,484	57.1	%	2,251		57.2	%	233		10.4	%

Depreciation and amortization	1,083				1,006				77
Unrealized revenues	(12)				(531)				519
Net operating income	$	3,555	81.7	%	$	2,726	69.3	%	$	829	30.4	%

Total revenues in this segment were $4,353,000, up $421,000 or 11%, over the same period last year. Operating profit before G&A was $2,484,000, up $233,000 or 10% from $2,251,000 in the same quarter last year. Revenues and operating profit are up because of full occupancy at 1841 62nd Street (which had only $11,000 of revenue in the first quarter last year) and the addition of 1941 62nd Street to this segment in March 2023. We were 95.6% leased and occupied during the entire period. Net operating income in this segment was $3,555,000, up $829,000 or 30% compared to the same period last year partially due to $519,000 more unrealized rental revenue in the prior year due to rent abatements that expired in 2023.

Mining Royalty Lands Segment Results


	Nine Months Ended September 30,
(dollars in thousands)	2024		%		2023		%		Change		%

Mining royalty and rent revenue	$	9,393	100.0	%	9,628		100.0	%	(235)		-2.4	%

Depreciation, depletion and amortization	471		5.0	%	472		4.9	%	(1)		-0.2	%
Operating expenses	53		0.6	%	51		0.5	%	2		3.9
Property taxes	214		2.3	%	324		3.4	%	(110)		-34.0	%

Cost of operations	738		7.9	%	847		8.8	%	(109)		-12.9	%

Operating profit before G&A	$	8,655	92.1	%	8,781		91.2	%	(126)		-1.4	%

Depreciation and amortization	471				472				(1)
Unrealized revenues	1,765				(143)				1,908
Net operating income	$	10,891	115.9	%	$	9,110	94.6	%	$	1,781	19.5	%

Total revenues in this segment were $9,393,000, a decrease of $235,000 or 2% versus $9,628,000 in the same period last year. Royalty revenues were impacted by the deduction of royalties to resolve an $842,000 overpayment which we referenced previously. Through the first three quarters of this year, the tenant has withheld $619,000 in royalties otherwise due to the Company with the remainder ($223,000) withheld in the fourth quarter of 2023. There are no further amounts to be withheld moving forward. Royalty tons were down 8%. Total operating profit before G&A in this segment was $8,655,000, a decrease of $126,000 versus $8,781,000 in the same period last year. Net operating income in this segment was $10,891,000, up $1,781,000 or 20% compared to the same period last year mostly due to a $1,908,000 increase in unrealized revenues (see discussion in the Mining segment's quarterly analysis).

Development Segment Results


	Nine Months Ended September 30,
(dollars in thousands)	2024		2023	Change

Lease revenue	$	905	1,387	(482)

Depreciation, depletion and amortization	128		140	(12)
Operating expenses	232		215	17
Property taxes	443		587	(144)

Cost of operations	803		942	(139)

Operating profit before G&A	$	102	445	(343)

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands, except share data)


Assets:	September 30 2024		December 31 2023
Real estate investments at cost:
Land	$	168,958	141,602
Buildings and improvements	283,104		282,631
Projects under construction	29,414		10,845
Total investments in properties	481,476		435,078
Less accumulated depreciation and depletion	75,183		67,758
Net investments in properties	406,293		367,320

Real estate held for investment, at cost	11,290		10,662
Investments in joint ventures	157,272		166,066
Net real estate investments	574,855		544,048

Cash and cash equivalents	144,681		157,555
Cash held in escrow	981		860
Accounts receivable, net	1,826		1,046
Federal and state income taxes receivable	—		337
Unrealized rents	1,395		1,640
Deferred costs	2,569		3,091
Other assets	611		589
Total assets	$	726,918	709,166

Liabilities:
Secured notes payable	$	178,816	178,705
Accounts payable and accrued liabilities	6,060		8,333
Other liabilities	1,487		1,487
Federal and state income taxes payable	452		—
Deferred revenue	2,392		925
Deferred income taxes	68,356		69,456
Deferred compensation	1,451		1,409
Tenant security deposits	801		875
Total liabilities	259,815		261,190

Commitments and contingencies	—		—

Equity:
Common stock, $.10 par value 25,000,000 shares authorized, 19,030,474 and 18,968,448 shares issued and outstanding, respectively	1,903		1,897
Capital in excess of par value	68,313		66,706
Retained earnings	350,588		345,882
Accumulated other comprehensive income, net	80		35
Total shareholders’ equity	420,884		414,520
Noncontrolling interests	46,219		33,456
Total equity	467,103		447,976
Total liabilities and equity	$	726,918	709,166

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 Bryant Street, .408 Jackson, and The Verge in the Multifamily segment for all periods shown.


Pro rata Net Operating Income Reconciliation
Nine months ended 09/30/24 (in thousands)
	Industrial and Commercial Segment		Development Segment	Multifamily Segment	Mining Royalties Segment	Unallocated Corporate Expenses	FRP Holdings Totals

Net income (loss)	$	1,222	(2,498)	(3,951)	5,884	4,116	4,773
Income tax allocation	376		(767)	(1,224)	1,808	1,550	1,743

Income (loss) before income taxes	1,598		(3,265)	(5,175)	7,692	5,666	6,516

Less:
Unrealized rents	12		—	—	—	—	12
Interest income			2,995			5,800	8,795
Plus:
Unrealized rents	—		—	—	1,765	—	1,765
Professional fees	—		—	15	—	—	15
Equity in loss of joint ventures	—		2,081	6,466	35	—	8,582
Interest expense	—		—	2,348	—	134	2,482
Depreciation/amortization	1,083		128	5,947	471	—	7,629
General and administrative	886		4,281	788	928	—	6,883
							—
Net operating income (loss)	3,555		230	10,389	10,891	—	25,065

NOI of noncontrolling interest	—		—	(4,727)	—	—	(4,727)
Pro rata NOI from unconsolidated joint ventures	—		469	8,229	—	—	8,698

Pro rata net operating income	$	3,555	699	13,891	10,891	—	29,036


Pro rata Net Operating Income Reconciliation
Nine months ended 09/30/23 (in thousands)

	Industrial and Commercial Segment		Development Segment	Multifamily Segment	MiningRoyalties Segment	Unallocated Corporate Expenses	FRP Holdings Totals

Net income (loss)	$	892	(7,192)	(816)	5,842	3,270	1,996
Income tax allocation	331		(2,667)	(145)	2,168	1,212	899

Income (loss) before income taxes	1,223		(9,859)	(961)	8,010	4,482	2,895

Less:
Unrealized rents	531		—	—	143	—	674
Gain on sale of real estate	—		—	—	10	—	10
Interest income	—		3,692	—	—	4,515	8,207
Plus:
Unrealized rents	—		—	117	—	—	117
Loss on sale of real estate	2		—	1	—	—	3
Professional fees	—		—	59	—	—	59
Equity in loss of joint ventures	—		10,256	298	31	—	10,585
Interest Expense	—		—	3,218	—	33	3,251
Depreciation/amortization	1,006		140	6,797	472	—	8,415
General and administrative	1,026		3,740	634	750	—	6,150

Net operating income (loss)	2,726		585	10,163	9,110	—	22,584

NOI of noncontrolling interest	—		—	(4,627)	—	—	(4,627)
Pro rata NOI from unconsolidated joint ventures	—		251	4,479	—	—	4,730

Pro rata net operating income	$	2,726	836	10,015	9,110	—	22,687

Conference Call

The Company will host a conference call on Wednesday, November 6, 2024 at 4:00 p.m. (EDT). Analysts, stockholders and other interested parties may access the teleconference live by calling 1-800-343-5172 (passcode 83364) within the United States. International callers may dial 1-203-518-9856 (passcode 83364). Audio replay will be available until November 20, 2024 by dialing 1-800-753-5207 within the United States. International callers may dial 1-402-220-2156. No passcode needed. An audio replay will also be available on the Company’s investor relations page (https://www.frpdev.com/investor-relations/) following the call.

Investors are cautioned that any statements in this press release which relate to the future are, by their nature, subject to risks and uncertainties that could cause actual results and events to differ materially from those indicated in such forward-looking statements. These 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 warehouse/office facilities in the MidAtlantic and Florida; multifamily demand in Washington D.C. and Greenville, South Carolina; 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 developing and managing properties in partnership with others; competition; our ability to renew leases or re-lease spaces as leases expire; illiquidity of real estate investments; bankruptcy or defaults of tenants; the impact of restrictions imposed by our credit facility; the level and volatility of interest rates; environmental liabilities; inflation risks; cybersecurity risks; as well as other risks listed from time to time in our SEC filings; including but not limited to; our annual and quarterly reports. We have no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.

FRP Holdings, Inc. is a holding company engaged in the real estate business, namely (i) leasing and management of commercial properties owned by the Company, (ii) leasing and management of mining royalty land owned by the Company, (iii) real property acquisition, entitlement, development and construction primarily for apartment, retail, warehouse, and office, (iv) leasing and management of residential apartment buildings.

Cover	Nov. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 06, 2024
Registrant Name	FRP HOLDINGS, INC.
Entity Incorporation, State or Country Code	FL
Entity File Number	001-36769
Entity Tax Identification Number	47-2449198
Entity Address, Address Line One	200 W. FORSYTH STREET
Entity Address, Address Line Two	7TH FLOOR
Entity Address, City or Town	JACKSONVILLE
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32202
City Area Code	904
Local Phone Number	858-9100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FRPH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Central Index Key	0000844059