What changed in this filing

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Item 1A. Risk Factors

2024-03-26 compared with 2023-03-23 · 43 added, 64 removed, 258 unchanged (29% of the section changed)

19 unchanged sentences

Such a downturn could be triggered by such factors as the downsizing or relocation of government

jobs, increased work from home opportunities, 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.

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

7 unchanged sentences

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

51 unchanged sentences

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

2 unchanged sentences

While we have recovered

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

3 unchanged sentences

costs incurred.

Our operations could be adversely affected by climate

change and climate change regulations.

The geographic concentration of our properties

makes our business more vulnerable to severe weather conditions, natural disasters and climate change.

Climate change presents an array of risks to real

estate companies due to sea level rise, flooding, extreme weather, stronger storms and human migration.

[We have accounted for the risk

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

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

A significant number of our properties

are located in areas that are susceptible to hurricanes, tropical storms, flooding, sea level rise and other natural disasters.

accounted for the risk of flooding and sea level rise in the design of our Riverfront on the Anacostia development.

Future developments,

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

have on human behavior.

Weather conditions could disrupt the business of our tenants, which may affect the ability of some tenants to

pay rent and/or their willingness to remain in or move to affected areas.

[Additionally, the cost of insurance associated with our properties

has increased, and future weather conditions may cause premiums to increase in the future.]

Uninsured losses could significantly reduce our

34 unchanged sentences

may also adversely affect the income produced by a property.

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.

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

Any shortfall in rent payments could adversely affect our cash flow.

Our inability to obtain necessary approvals for

59 unchanged sentences

unsecured line of credit or negatively affect our operations.

The replacement of LIBOR with an alternative reference

rate may adversely affect interest expense related to outstanding debt and our financial results.

The United Kingdom’s Financial Conduct Authority

(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

Alternative Reference Rates Committee, a steering committee comprised of large U.S.

financial institutions, is considering replacing U.S.

dollar LIBOR with a new index, the Secured Overnight Financing Rate (SOFR), calculated using short-term repurchase agreements backed by

Treasury securities.

Whether or not SOFR, or another alternative reference rate, attains market traction as a LIBOR replacement tool remains

The transition to an alternative rate will require

careful and deliberate consideration and implementation so as to not disrupt the stability of financial markets.

There is no guarantee

that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates,

or borrowing costs to borrowers, any of which could have an adverse effect on our business, results of operations and financial condition.

Furthermore, any changes announced by the FCA, U.S.

Federal Reserve, or other regulators in the method pursuant to which the reference

rates are determined may result in a sudden or prolonged increase or decrease in the reported reference rates, which could have an adverse

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

Fluctuations in value of our U.S.

2 unchanged sentences

of $128,795,000 in U.S.

Treasury Notes which mature in late 2023.

Treasury Notes which mature through mid-2024.

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

3 unchanged sentences

Company could incur losses should it sell the Notes prior to maturity.

Our Asset Management and Development Segments face

competition from numerous sources.

We face competition from numerous sources.

As a developer of apartments, retail, flexible warehouse

8 unchanged sentences

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

14 unchanged sentences

The existence of some provisions of our articles of

incorporation and bylaws and Florida law could discourage, delay or prevent a change in control of FRP that a shareholder may consider

incorporation and bylaws and Florida law could

discourage, delay or prevent a change in control of

FRP that a shareholder may consider favorable.

These include provisions:

4 unchanged sentences

protecting the continuity of its management, or which could be used to dilute the stock ownership of persons seeking to obtain control

prohibiting shareholders from calling special meetings

of shareholders or taking action by written consent;

requiring the written demand of 50% of all votes

entitled to be cast on a particular issue in order for shareholders to call a special meeting;

prohibiting shareholders from taking action by written

imposing advance notice requirements for nominations

14 unchanged sentences

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,

9 unchanged sentences

on our stock price.

UNRESOLVED STAFF COMMENTS.

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