What changed in this filing

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Item 1A. Risk Factors

2023-03-23 compared with 2022-03-30 · 50 added, 62 removed, 272 unchanged (29% of the section changed)

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our business or financial results.

Risks Relating to the COVID-19 Pandemic

The current pandemic of the novel coronavirus COVID-19

could materially and adversely impact or

disrupt our financial condition, results of operations,

cash flows and performance.

The financial performance of our stabilized mixed-use

properties in Washington, D.C.

has been adversely affected by the COVID-19 pandemic due to restrictions on the operation of local businesses,

the rent freeze on lease renewals imposed in Washington, D.C.

(through December 31, 2021), and the lack of fan attendance at the Washington

Nationals baseball park in 2020.

At this time, the Company is not certain the degree to which these factors will continue to impact Dock

79, The Maren.

and Bryant Street, which could adversely affect our financial condition, results of operations and cash flows.

Additionally, the COVID-19 pandemic could materially

and adversely affect our ability to complete pending and planned construction projects in a timely manner due to restrictions imposed

on construction activities, delays in the permitting process or delays in the supply of materials or labor necessary for construction

due to ongoing supply chain disruptions.

Risks Relating to our Business

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markets could adversely affect our business.

Nearly all of our commercial and residential/mixed

use properties are located in the Baltimore area and Washington, D.C.

We are, therefore, subject to increased exposure (positive or negative)

to economic 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.

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

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In the event that we have a disagreement with a joint venture partner as to the resolution of a particular issue to come before

the joint venture, or as to the conduct or management of the joint venture generally, we may not be able to resolve such disagreement

in our favor and such a disagreement could have a material adverse effect on our interest in the joint venture or on the business of the

joint venture generally.

the joint venture, or as to the conduct or management of the

joint venture generally, we may not be able to resolve

such disagreement in our favor and such a disagreement could have a material adverse effect on our interest in the joint venture or on

the business of the joint venture generally.

Our business may be adversely affected by seasonal

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Such technologies are integrated into our business operations.

internet and other public networks for communications, services, and storage, including "cloud"

computing, exposes all users (including our business)

to cybersecurity risks.

internet and other public networks for communications, services, and storage, including "cloud" computing, exposes all users

(including our business) to cybersecurity risks.

While we and our third-party service providers commit

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The presence of contaminated material at our Riverfront

on the Anacostia development site will subject us to substantial environmental liability and costs as construction proceeds.

on the Anacostia development site will subject

us to substantial environmental liability and costs

as construction proceeds.

With respect to

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While we have recovered

and will continue to seek partial reimbursement for these costs from neighboring property owners, we still expect to incur significant

environmental costs in connection with construction.

partial reimbursement for these costs from neighboring property owners, we still expect to incur significant environmental costs in connection

with construction.

The Company has no obligation to remediate this contamination

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of flooding and sea level rise in the design of our Riverfront on the Anacostia development.] Future developments, including potential

“second life” uses of our mining properties, could be impacted by these factors and the impacts that they have

on human behavior.

“second life” uses of our mining properties, could be impacted by these factors and the impacts that they have on human behavior.

Uninsured losses could significantly reduce our

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may also adversely affect the income produced by a property.

If any of our tenants become a debtor in a case under the U.S.

Code, we cannot evict that tenant solely because of its bankruptcy.

The bankruptcy court may authorize the tenant to reject and terminate

its lease with the Company.

Our claim against such a tenant for unpaid future rent would be subject to a statutory limitation that may

be substantially less than the remaining rent actually owed to us under the tenant’s lease.

Any shortfall in rent payments could

adversely affect our cash flow.

any of our tenants become a debtor in a case under

Bankruptcy Code, we cannot evict that tenant solely because of its bankruptcy.

The bankruptcy court may authorize the tenant

to reject and terminate its lease with the Company.

Our claim against such a tenant for unpaid future rent would be subject to a statutory

limitation that may be substantially less than the remaining rent actually owed to us under the tenant’s lease.

Any shortfall in

rent payments could adversely affect our cash flow.

Our inability to obtain necessary approvals for

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The United Kingdom’s Financial Conduct Authority

(FCA) has announced that it would phase out LIBOR as a benchmark by the June 30, 2023.

We will need to agree upon a replacement index

with our lenders, which would require an amendment to our borrowing arrangements that use LIBOR as a factor in determining the interest

rate (including our credit agreement with Wells Fargo), and the interest rate thereunder will likely change.

(FCA) has announced that it would phase out LIBOR as a benchmark by June 30, 2023.

We will need to agree upon a replacement index with

our lenders, which would require an amendment to our borrowing arrangements that use LIBOR as a factor in determining the interest rate

(including our credit agreement with Wells Fargo), and the interest rate thereunder will likely change.

Federal Reserve, in conjunction with the

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effect on our interest payments and our results of operations and financial condition.

Fluctuations in value of our investments U.S.

Fluctuations in value of our U.S.

Treasury debt

As of December 31, 2022, the Company had total investments

of $24,926,000 in U.S Treasury Notes which mature in late 2023.

of $161,585,000 in U.S.

Treasury Notes which mature in late 2023.

The Company measures the fair value of these investments on a quarterly

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Our long-term business plan includes a number of construction

The construction costs of these projects may exceed original estimates and possibly make the completion of a property uneconomical.

Building material commodity shortages, supply chain disruptions, construction delays or stoppages or rapidly escalating construction costs

may out-pace market rents, which would adversely affect our profits.

The market environment and existing lease commitments may not allow

us to raise rents to cover these higher costs.

The construction costs of these

projects may exceed original estimates and possibly

make the completion of a property uneconomical.

Building material commodity shortages, supply chain disruptions, construction delays or

stoppages or rapidly escalating construction costs may out-pace market rents, which would adversely affect our profits.

The market environment

and existing lease commitments may not allow us to raise rents to cover these higher costs.

Risks Relating to our Common Stock

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the ability to direct the election of all members of our board of directors and to exercise a controlling influence over its business

and affairs, including any determinations with respect to mergers or other business combinations involving the

Company, its acquisition or disposition of assets,

its borrowing of monies, its issuance of any additional securities, its repurchase of common stock and its payment of dividends.

and affairs, including any determinations with respect to mergers or other business combinations involving the Company, its acquisition

or disposition of assets, its borrowing of monies, its issuance of any additional securities, its repurchase of common stock and its payment

of dividends.

Provisions in our articles of incorporation and bylaws and certain provisions

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Similarly, the repurchase or redemption rights

or dividend, distribution or liquidation preferences FRP could assign to holders of preferred stock could affect the residual value of

the common stock.

or dividend, distribution or liquidation

preferences FRP could assign to holders of preferred

stock could affect the residual value of the common stock.

Institutional investor focus on environmental,

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Many large institutional investors focus on sustainability

in managing investment risks, portfolio design and dealing with companies in which the invest.

in managing investment risks, portfolio design and dealing with companies in which they invest.

This focus extends to climate change and

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors