What changed in this filing

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Item 9A. Controls and Procedures

2025-03-18 compared with 2024-03-26 · 1141 added, 2055 removed, 740 unchanged (81% of the section changed)

CONTROLS AND PROCEDURES.

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE

CONTROLS AND PROCEDURES

Under the supervision and with the participation of

our management, including our principal executive officer, principal financial officer and chief accounting officer, we conducted an evaluation

of our disclosure controls and procedures, as such terms are defined under Rule 13a-15(e) promulgated under the Exchange Act.

this evaluation, our principal executive officer, our principal financial officer and our principal accounting officer concluded that

our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER

FINANCIAL REPORTING

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Under the supervision

and with the participation of our management, including our principal executive officer, principal financial officer and principal accounting

officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the

Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our evaluation

under the framework in the Internal Control-Integrated

Framework (2013) , our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

This Annual Report does not include an attestation

report of our Independent Registered Public Accounting Firm, Hancock Askew & Co., LLP, regarding internal control over financial reporting.

Management’s report was not subject to attestation by our Independent Registered Public Accounting Firm pursuant to rules of the

Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and chief accounting officer, we conducted an evaluation of our disclosure controls and procedures, as such terms are defined under Rule 13a-15(e) promulgated under the Exchange Act.

Based on this evaluation, our principal executive officer, our principal financial officer and our principal accounting officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our evaluation under the framework in the Internal Control-Integrated Framework (2013) , our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

This Annual Report does not include an attestation report of our Independent Registered Public Accounting Firm, Hancock Askew & Co., LLP, regarding internal control over financial reporting.

Management’s report was not subject to attestation by our Independent Registered Public Accounting Firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the fourth quarter of 2023, there were no changes

in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

During the fourth quarter of 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

INHERENT LIMITATIONS OVER INTERNAL CONTROLS

Our internal control over financial reporting is designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements

for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes

those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated

financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made

only in accordance with authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use

or disposition of our assets that could have a material effect on the consolidated financial statements.

Internal control over financial reporting cannot provide

absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human

error and circumvention by collusion or overriding of controls.

Accordingly, even an effective internal control system may not prevent

or detect material misstatements on a timely basis.

Also, projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or

procedures may deteriorate.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls.

Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

The Company has adopted a Financial Code of Ethical

Conduct applicable to its principal executive officers, principal financial officers and principal accounting officers.

A copy of this

Financial Code of Ethical Conduct is filed as Exhibit 14 to this Form 10-K.

The Financial Code of Ethical Conduct is also available on

our web site at www.frpdev.com/investor-relations/corporate-governance/.

The rest of the information required in response to

this Item 10 is included under the captions “Our Board of Directors”, “Corporate Governance, ESG and Our Approach to

Risk Management”, “Our Executive Officers”, “Securities Ownership” in the Company's Proxy Statement, and

such information is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission not

later than March 31, 2024.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The Company has adopted a Financial Code of Ethical Conduct applicable to its principal executive officers, principal financial officers and principal accounting officers.

A copy of this Financial Code of Ethical Conduct is filed as Exhibit 14 to this Form 10-K.

The Financial Code of Ethical Conduct is also available on our web site at www.frpdev.com/investor-relations/corporate-governance/.

The rest of the information required in response to this Item 10 is included under the captions “Our Board of Directors”, “Corporate Governance, ESG and Our Approach to Risk Management”, “Our Executive Officers”, “Securities Ownership” in the Company's Proxy Statement, and such information is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.

EXECUTIVE COMPENSATION.

Information required in response to this Item 11 is

included under the caption “Executive Compensation” in the Company's Proxy Statement, and such information is incorporated

herein by reference.

Information required in response to this Item 11 is included under the caption “Executive Compensation” in the Company's Proxy Statement, and such information is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Equity Compensation Plan Information

Number of Securities

remaining available

Number of Securities

for future issuance

to be issued upon

Weighted average

exercise price of

compensation plans

outstanding options,

warrants and rights Weighted average

exercise price of

outstanding options,

warrants and rights Number of Securities

remaining available

for future issuance

compensation plans

(excluding securities

warrants and rights

reflected in column (a))

Plan Category

Equity compensation plans

approved by security holders

Equity compensation plans

not approved by security holders

Column (a) includes 118,167 stock options granted under our 2016 Equity Incentive

Plan and 2006 Stock Incentive Plan and 6,699 performance share awards granted under our 2016 Equity Incentive Plan.

Each performance share

award shown in the table represents a right to receive, subject to the satisfaction of certain performance criteria and the recipient’s

continued service to the Company, a number of shares of restricted stock, which number will be calculated after the applicable performance

period by dividing the pre-determined value of each award by the closing price of our common stock on the date the restricted stock is

The aggregate value of the performance share awards shown in table is $405,356.

For illustrative purposes, the maximum

payout of the performance share awards

has been assumed, and the number of performance share awards has been calculated using our closing stock price on March 6, 2024 ($60.51).

Plan Category (a) (b) (c)

Equity compensation plans approved by security holders 155,518 (1)

Equity compensation plans not approved by security holders 0 0 0

Total 155,518 $ 23.35 567,014

Column (a) includes 142,990 stock options granted under our 2016 Equity Incentive Plan and 2006 Stock Incentive Plan and 12,528 performance share awards granted under our 2016 Equity Incentive Plan.

Each performance share award shown in the table represents a right to receive, subject to the satisfaction of certain performance criteria and the recipient’s continued service to the Company, a number of shares of restricted stock, which number will be calculated after the applicable performance period by dividing the pre-determined value of each award by the closing price of our common stock on the date the restricted stock is issued.

The aggregate value of the performance share awards shown in

table is $383,733.

For illustrative purposes, the maximum payout of the performance share awards has been assumed, and the number of performance share awards has been calculated using our closing stock price on December 31, 2024 ($30.63).

The performance share awards are subject to partial or complete forfeiture if the vesting criteria are not met.

Because some or all of

the performance share awards may not vest, and because the number of shares of restricted stock to be issued thereunder is dependent on

future stock prices, columns (a) and (c) may overstate or understate expected dilution.

Because there is no exercise price associated with the performance share awards,

the weighted-average exercise price does not take the performance share awards into account.

The remainder of the information

required in response to this Item 12 is included under the caption “Securities Ownership” in the Company's Proxy Statement,

and such information is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission

not later than March 31, 2024.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Information required in response to this Item 13 is

included under the captions “Corporate Governance, ESG and Our Approach to Risk Management” and “Our Board of Directors”

in the Company's Proxy Statement, and such information is incorporated herein by reference.

The Proxy Statement will be filed with the

Securities and Exchange Commission not later than March 31, 2024.

PRINCIPAL ACCOUNTING FEES AND

Our independent registered accounting firm is Hancock

Askew & Co., LLP , Jacksonville, Florida , Firm 794 .

Information required in response to this Item 14 is included under the caption

The Auditor Proposal” in the Company’s Proxy Statement, and such information is incorporated herein by

Because some or all of the performance share awards may not vest, and because the number of shares of restricted stock to be issued thereunder is dependent on future stock prices, columns (a) and (c) may overstate or understate expected dilution.

Because there is no exercise price associated with the performance share awards, the weighted-average exercise price does not take the performance share awards into account.

The remainder of the information required in response to this Item 12 is included under the caption “Securities Ownership” in the Company's Proxy Statement, and such information is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.

EXHIBITS, FINANCIAL STATEMENT

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Information required in response to this Item 13 is included under the captions “Corporate Governance, ESG and Our Approach to Risk Management” and “Our Board of Directors” in the Company's Proxy Statement, and such information is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Our independent registered accounting firm is Hancock Askew & Co., LLP , Jacksonville, Florida , Firm 794 .

Information required in response to this Item 14 is included under the caption “Proposal 2:

The Auditor Proposal” in the Company’s Proxy Statement, and such information is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.

EXHIBITS, FINANCIAL STATEMENT SCHEDULE.

(a) (1) Financial Statements.

The response to this item is submitted

as a separate section.

The response to this item is submitted as a separate section.

See Index to Financial Statements on page 29 of this Form 10-K.

(3) Exhibits.

The response to this item is submitted

as a separate section.

The response to this item is submitted as a separate section.

See Exhibit Index on pages 27 through 28 of this Form 10-K.

FORM 10-K SUMMARY.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FRP Holdings, Inc.

2 unchanged sentences

(Principal Executive Officer)

By MATTHEW C.

Treasurer and Chief Financial Officer

2 unchanged sentences

Officer (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on

March 26, 2024.

Executive Chairman and

Chief Executive Officer

deVilliers, Jr.

President and Vice-Chair Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 18, 2025.

Chief Executive Officer & Director

(Principal Executive Officer)

/s/ Matthew S.

/s/ Matthew C.

Treasurer and Chief Financial Officer

2 unchanged sentences

(Principal Accounting Officer)

Executive Chairman Director

deVilliers, Jr.

Vice-Chairman Director

/s/ Matthew S.

/s/ Nicole B.

3 unchanged sentences

FRP HOLDINGS, INC.

FORM 10-K FOR THE FISCAL YEAR

ENDED DECEMBER 31, 2023

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

EXHIBIT INDEX

19 unchanged sentences

14.1 Financial Code of Ethical Conduct between the Company, Chief Executive Officers and Financial Managers, adopted December 3, 2014, incorporated herein by reference to Exhibit 14 to the Company’s Form 10-Q filed on November 9, 2017.

Subsidiaries of Registrant at December 31, 2023

19.1 F RP Holdings, Inc.

Securities Trading P olicy

21.1 S u b s i d i a r i e s o f R e g i s t r a n t a t D e c e m b e r 3 1 , 2 0 2 4

23.1 Consent of Hancock Askew & Co., Inc., Independent Registered Public Accounting Firm, appears on page 30 of this Form 10-K.

31.1 Certification of John D.

Certification of John D.

31.2 Certification of Matthew C .

31.3 Certification of John D.

2 unchanged sentences

97.1 FRP Holdings, Inc.

Executive Officer Compensation Clawback Policy.

XBRL Instance Document Taxonomy Extension Schema

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XBRL Taxonomy Extension Presentation Linkbase

Executive Officer Compensation Clawback Policy incorporated her ein by reference t o the Company 's Form 10-k file d on March 2 6 , 2024 .

101.INS XBRL Instance Document Taxonomy Extension Schema

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase

101.DEF XBRL Taxonomy Extension Definition Linkbase

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101.PRE XBRL Taxonomy Extension Presentation Linkbase

104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

13 unchanged sentences

Consent of Independent Registered Public Accounting Firm

All schedules have been omitted, as they

are not required under the related instructions, are inapplicable, or because the information required is included in the consolidated

financial statements.

CONSENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

All schedules have been omitted, as they are not required under the related instructions, are inapplicable, or because the information required is included in the consolidated financial statements.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FRP Holdings, Inc.

Jacksonville, Florida

We hereby consent to the incorporation

by reference in the Registration Statements on Form S-8 (No.

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No.

333- 125099, 333-131475 and 333-216025) of FRP Holdings, Inc.

of our report

dated March 26, 2024, relating to the consolidated financial statements which appear in the Annual Report to Shareholders incorporated

by reference herein.

of our report dated March 18, 2025, relating to the consolidated financial statements which appear in the Annual Report to Shareholders incorporated by reference herein.

Respectfully submitted,

5 unchanged sentences

Years ended December 31

(Amounts in thousands except per share

(Amounts in thousands except per share amounts)

Revenues $ 41,774 41,506 0.6

Operating profit $ 11,704 11,700 —

3 unchanged sentences

Gain on sale of real estate and other income $ 182 53 243.4

Loss attributable to noncontrolling interest

Gain (loss) attributable to noncontrolling interest $ 75 (420) (117.9)

Net income attributable to the Company $ 6,385 5,302 20.4

1 unchanged sentence

Net income attributable to the Company:

Basic $ 0.34 0.28 21.4

Diluted $ 0.34 0.28 21.4

Total Assets $ 728,485 709,166 2.7

Total Debt $ 178,853 178,705 —

Shareholders' Equity $ 423,103 414,520 2.1

2 unchanged sentences

FRP Holdings, Inc.

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 buildings either alone or through joint ventures, (iv) ownership,

leasing and management of buildings through joint ventures.

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

The Company’s operating subsidiaries are FRP Development Corp.

Rock Properties, Inc.

Our strategy consists

of the re-deployment of cash from asset sales, real estate operations, and mining royalties, into new assets that allow management to

exploit its knowledge and expertise.

The asset classes of choice are mixed-use, industrial, raw land, existing buildings, and repeatable

strategic partnerships located in core markets with growth potential.

Emphasis will be placed on generating returns through opportunistic

disposition, as well as cash-flow and long-term appreciation.

We strive to improve

shareholder value through (1) active engagement with properties and partners to grow asset value, (2) contributing our operating expertise

and connections to maximize value and NOI growth, and (3) manage our capital structure in an efficient and responsible manner, with a

watchful eye on projected future market conditions and trends to facilitate timely disposition of selected assets, (4) diligent, sustainable

and Florida Rock Properties, Inc.

Our strategy consists of the re-deployment of cash from asset sales, real estate operations, and mining royalties, into new assets that allow management to exploit its knowledge and expertise.

The asset classes of choice are mixed-use, industrial, raw land and existing buildings.

We invest in these assets on our own or through repeatable strategic partnerships with a focus on core markets with growth potential.

Emphasis will be placed on generating returns through opportunistic disposition, as well as cash-flow and long-term appreciation.

We strive to improve shareholder value through (1) active engagement with properties and partners to grow asset value, (2) contributing our operating expertise and connections to maximize value and NOI growth, and (3) manage our capital structure in an efficient and responsible manner, with a watchful eye on projected future market conditions and trends to facilitate timely disposition of selected assets, (4) diligent, sustainable growth.

To Our Shareholders,

It is a truth universally acknowledged,

at least in the investment world, that diversification on the company level is unnecessary if not out-and-out a bad thing.

of the conglomerates like Gulf & Western or GE at its Jack Welch peak, with their hands in multiple assets and industries and global

markets, is over.

Investor bias towards asset concentration makes sense on a number of levels:

it prevents empire building;

enough to “get smart” on one industry, let alone a multitude of unrelated industries;

investors don’t need companies

to diversify for them when they can do it themselves as they see fit.

The biggest argument against diversification on the company level

is that it complicates things.

Valuing one type of asset is easier than valuing multiple asset types.

This Company is not simple.

from a conglomerate, we have several business segments in different and unrelated facets of the real estate industry.

We have our in-house

projects and a multitude of joint ventures.

The investor who knows the apartment business might not want to take the time to get to know

the industrial space and almost certainly has limited exposure to the aggregates business.

That surface level complexity and lack of concentration

in one particular asset type is probably off-putting to some investors, especially for a company our size.

We are arguably the corporate

version of what Scott Fitzgerald referred to as “that most limited of all specialists—the well-rounded man.”

Our complexity is also part of the heritage

of this Company, and we believe we have made it into an asset.

Our mining royalties are the sole reason for this Company’s existence

and have been an instrumental component of the cashflow engine that has fueled our debt-free industrial development.

We could have sold

our land on the Anacostia River in DC, and deemed multifamily development outside of our focus, and we would have closed the door on owning

some of the best assets in one of the greatest cities in the world.

When we sold our industrial portfolio in 2018, we could have solely

concentrated on multi-family projects, and in doing so, we would have written off decades of industrial real estate experience, not to

mention the recent boom in industrial real estate values.

We are a full-service real estate developer

with expertise and experience in several asset classes at every stage of the development and ownership level.

The ability to shift our

capital, focus, and level of exposure between different asset classes is a good thing, and we believe it has served and will continue

to serve this Company and its investors well.

To that end, as we announced at our Investor Day in October, we are shifting our development

focus away from multifamily towards industrial.

The combination of both the shrinking of margins in the multifamily space because of the

cost of debt and materials, as well as the softening of the DC market as a glut of post-covid projects came on line in the last two years,

has led us to believe we are better off delaying any multifamily projects in that market.

We have long-term faith in the DC market, and

our partnership with MRP and the Steuart Investment Company to develop the Steaurt Family parcels is an amazing opportunity, but right

now the timing is wrong.

At the same time, despite the cost of materials, the industrial market is still excellent, and we can finance

most of the development in our industrial pipeline on an all-equity basis.

This is a perfect example of the benefit of having multiple

asset types in our development strategy.

Having a multifaceted development strategy

has served the Company well, but, as mentioned previously, it has also tended to muddy the waters for our investors.

We are a small company,

but in less than a decade we have shifted from an industrial asset manager with some development, to a developer with some asset management.

Furthermore, we are a JV partner in a multitude of projects, a capital partner, a lender… it’s a lot, and it has tended to

make our quarterly filings a trip to proverbial firehose for a drink of water.

While we have tried to play to our strengths and put our

cash to work, we have done a poor job of making our Company easier to understand.

In our effort to grow shareholder value, we have made

it harder for investors to wrap their arms around everything we do.

This complexity in a company our size is one reason why we believe

our stock price has never reflected our true net asset value.

In theory, we could just keep our heads down and do our jobs and wait for

an efficient market to recognize the fruits of our labor.

In reality, we have to be more proactive about explaining what we do, how we

do it, and where we are headed.

It is our belief that our development strategy is a strength, maybe our biggest strength.

makes us complex, and unless we want to turn our back on that very strategy, then we have to make it easier for the investing public to

understand us.

Our Investor Day in October was a good start.

Publishing a quarterly analysis of the estimated value of our assets is another

step in the right direction.

We are far from done.

INDUSTRIAL AND COMMERCIAL

In an attempt to further clarify what we

do, we have renamed our “Asset Management” and “Stabilized Joint Venture” segments.

Going forward, these will

be our “Industrial and Commercial” and “Multifamily” segments.

This change is purely cosmetic and does not shift

assets between segments and requires no restatement of financial results.

However, going forward, it does allow us to pursue industrial

joint ventures while still keeping like with like.

The Industrial and Commercial segment performed

well this year, growing revenues by 45.4% and NOI by 46.2% compared to 2022.

These increases are partly the result of rent growth at our

Cranberry Run Business Park, but mostly due to a full year of 100% occupancy of two of our buildings at Hollander Business Park as well

as the addition to this segment in March 2023 of a fully occupied 101,750 square-foot, build-to-suit warehouse at Hollander.

performance of this segment as well as the high demand for industrial product and its resilience to inflation is why we have shifted our

development focus towards industrial for the time being.

Industrial is our “bread and butter” and expanding our footprint

will be the main focus of our development strategy for some time.

Our Multifamily business segment had a

Dock 79 and the Maren experienced nominal revenue growth of 1.8% with average annual occupancy (94.36%, 95.60%), renewal rates

(68.29%, 53.23%), and increases on renewals (2.80%, 4.21%) in line with historic expectations.

There was an expected drop in pro rata

NOI compared to last year, due to the sale of our 20% TIC interest in both buildings to SIC, but total NOI for the buildings is down compared

to last year.

Rent growth did not keep pace with rising expenses and as mentioned previously, the DC market is soft right now due to a

significant number of buildings coming online after a Covid bottleneck, as evidenced by trade-outs at the Maren and Dock 79 of 1.90% and

-4.00% respectively.

These are still excellent assets in a beautiful area as anyone who came to the Investor Day we held at Dock 79 can

They are financed interest-only through March 2033 at a rate (3.03%) that now feels like a historical anomaly.

But the market,

like the Nationals, isn’t where it was before Covid, which is the reason why we’re hitting pause on multifamily development

in DC for the time being.

And like the market (but maybe not the Nationals), we believe strongly in the long-term future of Dock 79 and

the Maren, but we just need to wait out this ebb in the market and focus on expenses.

Conversely, we remain excited about Riverside,

our JV with Woodfield Development in Greenville, SC.

Riverside was added to this segment in the third quarter of last year after an exceptionally

brief lease-up and had an average annual occupancy of 94.51% with 55.41% of expiring leases renewing with an average increase of 8.46%.

Most importantly, Riverside added $800,000 of pro-rata NOI to this segment in its first full calendar year.

We remain bullish about the

Greenville market and look forward to adding .408 Jackson to this segment when it stabilizes in early 2024.

MINING ROYALTY LANDS

Mining royalties had a very strong 2023.

Once again, we had our highest revenue year ever in this segment, growing revenues to $12,527,000, a 17.3% improvement over what had previously

been our best revenue year ever in 2022.

Part of the reason for this increase was the additional royalties from the acquisition in Astatula,

FL that we completed in the second quarter of 2022, but the bulk of the increase came from increases in revenue at nearly every active

We are very fortunate to have the best operators in the aggregates industry for our tenants.

Vulcan Materials, our primary tenant,

has been aggressive with their pricing, growing their average sales price at all locations by 15% over 2022, as reported in their third

quarter investor presentation.

Martin Marrietta saw a 20% increase in average sales price according to their third quarter call.

and federal infrastructure spending are expected to continue their upward trend with a 14% increase in total state highway and bridge

capital spending anticipated in 2024 (on top of a 13% increase in 2023).

Combined with increases in non-residential construction, demand

in this sector should continue to be strong in 2024, even if interest rates dampen the pace of single-family home construction.

We have a three-part development strategy

which we use to grow our business:

1) In-House Development and Acquisition;

2) Joint Venture Development and Acquisition;

and 3) Principal

Capital Source Lending.

Since the sale of our legacy industrial assets in 2018, this three-pronged strategy is how we have gone about

putting our cash to work.

Our In-House strategy includes our industrial, commercial, and land development platform.

These properties are

developed, and managed 100% by FRP and

transferred from Development to the Industrial and Commercial segment when construction is completed and the building has its certificate

of occupancy.

As stated previously, industrial development through in-house projects as well as JV’s is the current focus of our

development strategy.

We have three in-house projects in our industrial pipeline in various stages of development which will eventually

join and drive NOI growth in the Industrial and Commercial segment.

During the second quarter of 2023, we broke ground on a 259,000 square-foot

building on our 17-acre parcel in Harford County, MD.

We expect shell completion on this building in the third quarter of 2024.

East, MD, along the I-95 corridor, we are in the middle of pre-development activities on 170 acres of industrial land that will ultimately

support a 900,000 square-foot distribution center.

We would be reluctant to build something this size as a spec building, but we will

be in a position to break ground as early as the fourth quarter of 2024 and would move forward on the project with an institutional capital

partner or take it on ourselves as a build-to-suit.

Finally, we are studying multiple conceptual designs for our 55-acre tract in Harford

County, MD adjacent to the Cranberry Run Business Park.

Our various configurations should yield from 600,000 to 700,000 square feet dependent

on final design parameters and market demands.

Completion of these three industrial development

projects will add over 1.8 million square feet of additional warehouse product to our Industrial and Commercial business segment as well

as meaningfully increase this segment’s NOI once these assets are all fully stabilized.

Our Joint Venture development and acquisition

strategy focuses on projects developed in conjunction with outside partners, where FRP is typically the majority owner through an equity

contribution in the form of land we already own, capital, or a combination of the two.

We seek out developers with expertise in a particular

market or asset class, who will handle day-to-day operations, but will also share in acquisition, development, and asset management costs.

The lion’s share of assets within our development segment are part of our joint-venture strategy.

These include our opportunity

zone investments in The Verge and Bryant Street in Washington, DC and .408 Jackson in Greenville, SC.

All three of these assets are close

to stabilization (90% occupancy for 90 days) and will join the Multifamily segment in 2024, adding 1,058 units to this segment.

is also in the process of pursuing its first industrial joint ventures.

We believe this is the best way to start expanding beyond our

traditional footprint into industrial markets that meet all our development criteria (high barriers to entry, employment/population growth,

transportation infrastructure, etc.) that we wouldn’t have the bandwidth to develop ourselves.

The third prong of our development strategy

is Principal Capital Lending.

The chief component of this strategy has been what you’ve heard us refer to as “Lending Ventures.”

It is a program where we lend the capital to a developer to use toward the entitlement and horizontal development of residential land.

This land is pre-sold prior to commencement of any infrastructure improvements, and ultimately transferred to national homebuilders.

top of the interest accumulated, we then share in the profits from the lot sales.

We have two current lending venture projects in various

stages of development.

The first is a project called Amber Ridge in Prince George’s County, MD.

All 187 units have been sold and

we received $20.2 in preferred interest and principal on $18 million in principal draws.

The second is called Aberdeen Overlook, a 344

lot 110-acre residential development project in Aberdeen, MD.

We have committed $31.1 million in funding under similar terms as Amber

Ridge (10% interest rate, 20% preferred return, split of proceeds beyond 20%).

A national homebuilder is under contract to purchase all

of the finished building lots which will include 222 townhomes and 122 single family dwellings.

Horizontal construction has begun, and

the first 11 lots were purchased prior to year end.

This development strategy has been incredibly useful as a way to put money to work

at attractive rates of return during a time when we had more cash than projects in which to put the cash to use.

Since the asset sale in 2018, we have used

our development strategy to put over $300 million of equity capital to work in a multitude of projects and asset classes (plus another

$30 million of share repurchases).

In so doing, we have grown our pro-rata NOI from $13.6 million at the end of 2018 to $30.2 million

in 2023 for a compound annual growth rate of 17.3%.

That kind of growth was only possible because we were a small, nimble company with

an entrepreneurial attitude towards putting capital to work.

As mentioned before, that kind of growth also made us incredibly complex

to shareholders in a way I’m not sure management fully appreciated.

We don’t want to let the tail wag the dog and stifle growth

opportunities for fear that they may further complicate us, but this Company must and will make it a priority to bring our investor relations

to the level of the kind of Company we want to be.

In the twelve months since this letter

last reached you, unemployment remains low and yet we have started to see inflation cool, the economy continues to grow at a healthy clip,

interest rates appear stable, and the elusive soft landing

now seems like a real possibility.

always maintain a healthy capital cushion, but we feel very comfortable putting a meaningful amount of our cash to work in our current

development strategy.

This Company—your Company—has come a very long way in the last five years, and as exciting as that was,

we sincerely believe we are just getting started.

Respectfully yours,

and Executive Chairman

Take yourself back to December 31, 2021.

As you no doubt remember, the country was still very much in the middle of the societal and financial problems of the COVID era.

Beyond that, the Chiefs had taken a break from winning Super Bowls though not from beating the Bills in dramatic fashion, Juan Soto still lived at Dock 79, and probably most importantly, this Company began tracking pro rata Net Operating Income (NOI).

In the three year span following that date we have increased occupancy by 811 units of multifamily product in four different projects, completed 100% industrial occupancy of 247,340 square feet in three new warehouses, and purchased land for another 1,281,420 square feet.

We have earned over $16 million in net income, returned $2 million to shareholders in the form of share repurchases and most remarkably, we have grown NOI from $17.6 million to $38.1 million for a compound annual growth rate of almost 30%, including a 26.2% improvement in NOI in 2024 over 2023.

We were able to accomplish all of this while only reducing our cash on hand from $161.5 million at the end of 2021 to $148.6 million at the end of 2024.

We made mention of this previously, but that level of growth, while remarkable, is also unsustainable.

Due to the timing of construction, delivery, and investment, we expect NOI in 2025 to remain flat if not slightly off of 2024.

In the Industrial and Commercial Segment, 53% of the platform will be vacant and up for renewal.

These vacancies at Cranberry and at our new Chelsea building will take time to lease-up and will have operating expenses that will eat into 2025 NOI when compared to 2024.

The lease-up of three different projects (Verge, Bryant Street, and .408 Jackson) in our Multifamily segment was a huge driver of 2024 NOI growth.

The rapid NOI growth we experienced with the lease-ups will give way in 2025 to more organic growth as we grow rents on already stabilized assets, a particular challenge for the DC assets which will be competing with a glut of new projects.

Mining royalties should remain strong in 2025, though from an NOI perspective, it will be difficult to keep pace with 2024, simply for the fact that we received a considerable back dated minimum payment at one location, which we can’t replicate for obvious reasons.

However, the idea that we are simply catching our breath in 2025 after several years of rapid growth would be inaccurate.

Our development segment should disabuse anyone of that delusion.

In 2025, we will begin construction on our two industrial joint ventures in Florida.

These projects will increase our industrial footprint by 49% to over 1.1 million square feet and add an anticipated $5.3 million ($4.4 million pro-rata) in NOI when they are fully leased and occupied in 2027.

In Maryland, we will continue to entitle our industrial pipeline and have our Crouse and Mechanics Valley sites shovel ready by 2026, while simultaneously pursuing a new land purchase, industrial joint venture, or possibly both.

This is essentially “year zero” for our industrial growth strategy, where through both in-house development and JV’s we plan to build three new industrial projects every two years for the foreseeable future and look to double the size of our

industrial platform over the next five years.

We anticipate moving forward with two multifamily projects outside the DC area, one in South Carolina and the other in Florida.

Assuming these projects meet our return thresholds, they will add 810 units and an anticipated $6 million in pro rata NOI upon stabilization.

While our core focus is industrial development, we believe that putting our money to work in these types of assets in growth markets is both a good use of capital and an effective way to hedge our aggressive industrial strategy through assets classes and partners we understand and believe in.

In short, if you judge 2025 solely on the NOI it produces relative to 2024, and the level of growth we’ve achieved since 2021, you are going to be disappointed.

But in terms of setting the stage for future growth, we believe that 2025 is going to be anything but a disappointment.

Aggressive capital deployment along the lines of the $71 million we anticipate putting into new projects in 2025 is not a prospect we take lightly.

In our capital planning, we have set strict thresholds to never dip below $40 million of cash on hand, and on top of that we will keep additional capital available through our revolving credit facility.

We have jealously guarded our cash and our assets in the past, and we are not about to put at risk the decades of work that both represent.

This remains your Company and as seriously as management takes its responsibility as stewards of your capital, we are equally excited to put that capital to work.

Chief Executive Officer

FORWARD LOOKING STATEMENTS

Certain matters discussed in this report

contain forward-looking statements, including without limitation relating to the Company's plans, strategies, objectives, expectations,

intentions, capital expenditures, future liquidity, and plans and timetables for completion of pending development projects.

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.

The following factors and others discussed in the Company’s periodic reports and filings with

the Securities and Exchange Commission are among the principal factors that could cause actual results to differ materially from the forward-looking

Certain matters discussed in this report contain forward-looking statements, including without limitation relating to the Company's plans, strategies, objectives, expectations, intentions, capital expenditures, future liquidity, and plans and timetables for completion of pending development projects.

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.

The following factors and others discussed in the Company’s periodic reports and filings with the Securities and Exchange Commission are among the principal factors that could cause actual results to differ materially from the forward-looking statements:

levels of construction activity in the markets served by our mining properties;

risk insurance markets;

availability and terms

of financing;

availability and terms of financing;

interest rates, inflation and general economic conditions;

demand for industrial and commercial facilities

in the Baltimore-Washington-Northern Virginia area;

demand for apartments in Washington D.C., Richmond, Virginia and Greenville, SC;

ability to obtain zoning and entitlements necessary for property development.

However, this list is not a complete statement of all potential

risks or uncertainties.

These forward-looking statements are made

as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such

statements, whether as a result of new information, future events or otherwise.

Additional information regarding these and other risk

factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.

demand for flexible warehouse/office facilities in the MidAtlantic and Florida;

multifamily demand in Washington D.C.

and Greenville, South Carolina;

and ability to obtain zoning and entitlements necessary for property development.

However, this list is not a complete statement of all potential risks or uncertainties.

These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events or otherwise.

Additional information regarding these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.

OPERATING PROPERTIES

The Company owns (predominately in fee simple but

also through ownership of interests in joint ventures) approximately 21,000 acres of land in Florida, Georgia, Maryland, Virginia, South

Carolina, and the District of Columbia.

The Company owns (predominately in fee simple but also through ownership of interests in joint ventures) approximately 21,500 acres of land in Florida, Georgia, Maryland, Virginia, South Carolina, and the District of Columbia.

This land is generally held by the Company in four distinct segments:

(i) Industrial and Commercial

Segment (land owned and operated as income producing rental properties in the form of commercial properties), (ii) Mining Royalty Lands

Segment (land owned and leased to mining companies for royalties or rents), (iii) Development Segment (land owned or joint ventures held

for investment to be further developed for future income production or sales to third parties), and (iv) Multifamily Segment (ownership,

leasing and management of buildings through joint ventures).

(i) Industrial and Commercial Segment (land owned and operated as income producing rental properties in the form of commercial properties), (ii) Mining Royalty Lands Segment (land owned and leased to mining companies for royalties or rents), (iii) Development Segment (land owned or joint ventures held for investment to be further developed for future income production or sales to third parties), and (iv) Multifamily Segment (ownership, leasing and management of buildings through joint ventures).

Industrial and Commercial Segment.

As of December

31, 2023, the Industrial and Commercial Segment includes nine buildings at four commercial properties owned by the Company in fee simple

1) 34 Loveton Circle in suburban Baltimore County,

MD consists of one office building totaling 33,708 square feet which is 90.8% occupied (16% of the space is occupied by the Company for

use as our Baltimore headquarters).

As of December 31, 2024, the Industrial and Commercial Segment includes nine buildings at four 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 90.8% occupied (16% of the space is occupied by the Company for use as our Baltimore headquarters).

The property is subject to commercial leases with various tenants.

21 st 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 92.1% occupied and 92.1% leased.

The property is subject

to commercial leases with various tenants.

4) Hollander 95 Business Park in Baltimore City, MD

consists of three industrial totaling 247,340 square feet that are 100.0% leased and 100.0% occupied.

21 st 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 92.1% 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 that are 100.0% leased occupied.

Mining Royalty Lands Segment – Mining Properties.

The Company owns a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately

16,650 total acres.

The Company’s quarries are subject to mining leases with various tenants, including Vulcan Materials, Martin

Marietta, Cemex, Argos, and The Concrete Company.

Aggregates consist of crushed stone, sand, gravel, fill dirt, limestone and calcium

and are used primarily in construction applications.

Nine of the Company’s quarries (located in Grandin,

FL, Fort Myers, FL, Keuka, FL, Newberry, FL, Astatula, FL, Columbus, GA, Macon, GA, Tyrone, GA, and Manassas, VA;

totaling 13,876 acres)

are currently being mined, and five of the Company’s quarries (located in Marion County, FL, Lake Louisa, FL, Astatula, FL, Lake

Sand, FL and Forest

totaling 2,778

acres) are leased but are not currently being mined.

Our typical mining lease requires the tenant to pay the Company a royalty based on

the number of tons of mined materials sold from our mining property during a given fiscal year multiplied by a percentage of the average

annual sales price per ton sold.

In certain locations, typically where the sand and stone deposits on the property have been depleted

but the tenant still has a need for the leased land, we collect a minimum annual rental amount.

In the fiscal years ended December 31,

2023, 2022 and 2021, aggregate tons sold with respect to the Company’s mining properties were approximately 9,569,000, 9,525,000

and 7,575,000, respectively.

In May 2014, the Company entered into an amendment

to our lease with Vulcan for our Fort Myers location requiring that the mining be accelerated and that the mining plan be conformed to

accommodate the future construction of up to 105 residential dwelling units around the mined lakes.

In return, the Company granted Lee

County an option to purchase a right of way for a connector road that would benefit the residential area on our property and to place

a conservation easement on part of the property, which the County exercised in 2020.

Mining activity commenced in 2017 following Lee County’s

issuance of a mine operating permit allowing Vulcan to begin production.

In November 2017, Lake County commissioners voted

to approve a permit to Cemex to mine the Company’s land in Lake Louisa, Florida.

The county issued the permit in July 2019.

expects to begin mining after completing the work necessary to prepare this site to become an active sand mine.

Mining Royalty Lands Segment - Brooksville Joint

In 2006, a subsidiary of the Company entered into a joint venture agreement with Vulcan Materials Company to jointly own

and develop approximately 4,280 acres of land near Brooksville, Florida as a mixed-use community.

In April 2011, the Florida Department

of Community Affairs issued its final order approving the development of the project consisting of 5,800 residential dwelling units and

over 600,000 square feet of commercial and 850,000 of light industrial uses.

The Company owns a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 16,648 total acres.

The Company’s quarries are subject to mining leases with various tenants, including Vulcan Materials, Martin Marietta, Cemex, Argos, and The Concrete Company.

Aggregates consist of crushed stone, sand, gravel, fill dirt, limestone and calcium and are used primarily in construction applications.

Nine of the Company’s quarries (located in Grandin, FL, Fort Myers, FL, Keuka, FL, Newberry, FL, Astatula, FL, Columbus, GA, Macon, GA, Tyrone, GA, and Manassas, VA;

totaling 13,870 acres) are currently being mined, and five of the Company’s quarries (located in Marion County, FL, Lake Louisa, FL, Astatula, FL, Lake Sand, FL and Forest Park, GA;

totaling 2,778 acres) are leased but are not currently being mined.

Our typical mining lease requires the tenant to pay the Company a royalty based on the number of tons of mined materials sold from our mining property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold.

In certain locations, typically where the sand and stone deposits on the property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount.

In the fiscal years ended December 31, 2024, 2023 and 2022, aggregate tons sold with respect to the Company’s mining properties were approximately 9,351,000, 9,569,000 and 9,525,000, respectively.

Mining Royalty Lands Segment - Brooksville Joint Venture.

In 2006, a subsidiary of the Company entered into a joint venture agreement with Vulcan Materials Company to jointly own and develop approximately 4,280 acres of land near Brooksville, Florida as a mixed-use community.

In April 2011, the Florida Department of Community Affairs issued its final order approving the development of the project consisting of 5,800 residential dwelling units and over 600,000 square feet of commercial and 850,000 of light industrial uses.

Zoning for the project was approved by the County in August 2012.

Vulcan Materials still mines on the property and the Company receives 100% of the royalty on all tons sold at the Brooksville property.

In 2023, 259,000 tons were sold.

In the fiscal years ended December 31, 2024, 2023, and 2022, aggregate tons sold were approximately 203,000, 239,000 and 228,000, respectively.

Mining Royalty Lands Segment - Other Properties .

The segment also owns an additional 36 acres of investment property in Brooksville, Florida.

Development Segment – Industrial and Commercial

At December 31, 2023, this segment owned the following

future development parcels:

1) 54 acres of land that will be capable of supporting over 690,000 square feet of industrial product located

at 1001 Old Philadelphia Road in Aberdeen, MD.

2) 17 acres of land in Harford County, MD with a 259,200 square feet speculative warehouse project on Chelsea

Road under construction due to be complete in the third quarter of 2024.

Development Segment – Industrial and Commercial Land.

At December 31, 2024, this segment owned the following future development parcels:

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

2) 17 acres of land in Harford County, MD with a 258,000 square feet speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter of 2025.

3) 170 acres of land Cecil County, MD that can accommodate 900,000 square feet of industrial development.

Development Segment – Land Held for Development

At December 31, 2023, this segment was invested in

the following development parcels:

Development Segment – Land Held for Development or Sale.

At December 31, 2024, this segment was invested in the following development parcels:

1) Riverfront on the Anacostia:

The Riverfront on the Anacostia property is a 5.8-acre parcel of real estate

in Washington, D.C.

The Riverfront on the Anacostia property is a 5.8-acre parcel of real estate in Washington, D.C.

that fronts the Anacostia River and is adjacent to the Washington Nationals Baseball Park.

A revised Planned Unit

Development (PUD) plan was approved in 2012 and permits the Company to develop, in four phases, a four-building, mixed-use project, containing

approximately 1,161,050 square feet.

The approved development includes numerous publicly accessible open spaces and a waterfront esplanade

along the Anacostia River.

The first phase (now known as Dock 79), which was completed through a joint venture with MRP Realty, and which

consisted of a single building with residential and retail uses, became our fourth business segment in July 2017, now known as the Multifamily

The second phase (now known as The Maren), also completed through a joint venture with MRP Realty and consists of a single building

with residential and retail uses, was added to the Multifamily Segment effective March 31, 2021.

The final two phases, Phase 3 and Phase

4 remain under a first-stage PUD approval expiring March 30, 2025, permitting 571,671 square feet of development.

A revised Planned Unit Development (PUD) plan was approved in 2012 and permitted the Company to develop, in four phases, a four-building, mixed-use project, containing approximately 1,161,050 square feet.

The approved development includes numerous publicly accessible open spaces and a waterfront esplanade along the Anacostia River.

The first phase (now known as Dock 79), was completed through a joint venture with MRP Realty (MRP), and consisted of a single building with residential and retail uses.

Upon stabilization in July 2017, this building was the first in our fourth business segment now known as the Multifamily Segment.

The second phase (The Maren), also completed through a joint venture with MRP, consists of a single building with residential and retail uses, and was added to the Multifamily Segment effective March 31, 2021.

The final two phases, Phase 3 and Phase 4 remain under a first-stage PUD approval expiring April 5, 2025, permitting 599,545

square feet of hotel and office development with first floor retail.

FRP is in the process of modifying, amending, and extending the existing PUD to allow for residential development with first floor retail.

2) Hampstead Trade Center:

The Hampstead Trade Center property in Carroll County, MD is a 118-acre parcel

located adjacent to the State Route 30 bypass.

The parcel was previously zoned for industrial use, but our request for rezoning for residential

use was approved in December 2018.

The Hampstead Trade Center property in Carroll County, MD is a 118-acre parcel located adjacent to the State Route 30 bypass.

The parcel was previously zoned for industrial use, but our request for rezoning for residential use was approved in December 2018.

Management believes this to be a higher and better use of the property.

We are fully engaged in the

formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”.

3) Bryant Street:

On December 24, 2018 the Company and MRP Realty formed four partnerships to purchase and

develop approximately five acres of land at 500 Rhode Island Ave NE, Washington, D.C.

This property is the first phase of the Bryant Street

The property is located in an Opportunity Zone, which provides tax benefits in the new communities development program as

established by Congress in the Tax Cuts and Jobs Act of 2017.

This first phase is a mixed-use development which supports 487 residential

units and 91,607 square feet of first floor and stand-alone retail on approximately five acres of the roughly 12-acre site.

is complete and leasing efforts are nearing completion.

4) The Verge:

On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use

project located at 1800 Half Street, Washington, D.C.

This property is located in the Buzzard Point area of Washington, DC, less than

half a mile downriver from Dock 79 and The Maren.

It lies directly between our two acres on the Anacostia currently under lease by Vulcan

and Audi Field, the home stadium of the DC United.

The project is located in an Opportunity Zone, which provides tax benefits in the new

communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017.

The eleven-story structure has

344 apartments and 8,536 square feet of ground floor retail.

Construction is complete and leasing is under way.

Lease-up is underway and

at December 31, 2023, the building was 90.7% leased and 85.8% occupied inclusive of 25 units licensed to Placemakr Management for a short-term

corporate rental program.

We are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”.

3) Square 664E:

The Company’s Square 664E property is approximately two acres situated on the Anacostia

River at the base of South Capitol Street less than half a mile down river from our Riverfront on the Anacostia property.

This property

is currently under lease to Vulcan Materials for use as a concrete batch plant through 2026.

In March 2017, reconstruction of the bulkhead

was completed at a cost of $4.2 million in anticipation of future high-rise development.

6) .408 Jackson:

In December 2019, the Company entered into a joint venture with a new partner, Woodfield

Development, for the acquisition and development of a mixed-use project known as “.408 Jackson” in Greenville, SC.

specializes in Class-A multifamily, mixed-use developments primarily in the Carolinas and DC.

The project is located across the street

from Greenville’s minor league baseball stadium and holds 227 multifamily units and 4,539 square feet of retail space.

It is located

in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the

Tax Cuts and Jobs Act of 2017.

The temporary certificate of occupancy was received in December 2022.

Leasing began in the fourth quarter

of 2022 with residential units 95.2% leased and 93.4% occupied at quarter end.

Retail at this location is 100% leased.

The Company owns

40% of the development.

The Company’s Square 664E property is approximately two acres situated on the Anacostia River at the base of South Capitol Street less than half a mile down river from our Riverfront on the Anacostia property.

This property is currently under lease to Vulcan Materials for use as a concrete batch plant through 2026.

In March 2017, reconstruction of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development.

4) Windlass Run:

In March 2016, the Company entered into an agreement with St.

Johns Properties Inc., a Baltimore

development company, to jointly develop the remaining lands of our Windlass Run Business Park, located in Middle River, MD, into a multi-building

business park consisting of approximately 329,000 square feet of single-story office space.

Johns Properties Inc., a Baltimore development company, to jointly develop the remaining lands of our Windlass Run Business Park, located in Middle River, MD, into a multi-building business park consisting of approximately 329,000 square feet of single-story office and retail space.

The project will take place in several phases.

Construction of the first phase, which includes two office buildings and two retail buildings totaling 100,030-square-feet, commenced

in the fourth quarter of 2017 and was completed in January 2019.

At December 31, 2023 Phase I was 73.4% leased and 62.8% occupied, the

subsequent phases will follow as each phase is stabilized.

In August 2022, the Company invested $3.6 million for a 16% interest in a joint venture with Woodfield

Development to purchase and develop 46 acres in Estero, FL into a mixed-use project with 554 multifamily units, 72,000 square feet of

commercial space, 41,000 square feet of office space and a boutique 170-key hotel.

While the joint venture attempts to rezone the property,

the Company will receive a preferred return of 8% with an option to roll its investment into equity in the vertical development or exit

at that point.

Construction of the first phase, which includes two office buildings and two retail buildings totaling 100,030-square-feet (inclusive of 27,950 retail), commenced in the fourth quarter of 2017 and was completed in January 2019.

At December 31, 2024 Phase I was 78.6% leased and occupied, the subsequent phases will follow as each phase is stabilized.

In 2024, the partnership agreed to spend up to $1.0 million dollars to amend and modify 218,620 square feet of office and retail development for 153 for rent residential units, up to four (4) one-acre retail lots for ground lease opportunities, and maintain the flexibility to construct a single-story office building totaling 21,760 square feet.

In August 2022, the Company invested $3.6 million for a 16% interest in a joint venture with Woodfield Development to purchase and develop 46 acres in Estero, FL into a mixed-use project with 596 multifamily units, 60,000 square feet of commercial space, 20,000 square feet of office space and a boutique 170-key hotel.

While the joint venture attempts to rezone the property, the Company will receive a preferred return of 8% with an option to roll its investment into equity in the vertical development or exit at that point.

Vertical construction is expected to commence in 2025.

6) Buzzard Point:

In November 2022, the Company entered into a contribution agreement with MRP and Steuart

Investment Company (SIC) regarding potential development of an estimated 1,200 multifamily units in four

phases on land owned by SIC.

entered into a separate agreement with MRP to perform pre-development obligations for the contribution agreement.

The company owns 50%

of the partnership with MRP.

In August 2023, the Company entered into an agreement with Woodfield Development for the acquisition

and development of a mixed-use project known as “Woven” in Greenville, SC, to consist of an estimated 214 multifamily units

and 10,000 square feet of retail space.

The joint venture is in the pre-development and pre-closing phase in pursuit of vertical construction

closing conditions.

The Company owns 50% at this time with final ownership to be determined based upon contributions by the partners,

land contributors, and other investors.

In November 2022, the Company entered into a contribution agreement with MRP and Steuart Investment Company (SIC) regarding potential development of an estimated 1,200 multifamily units in four phases on land owned by SIC.

The Company entered into a separate agreement with MRP to perform pre-development obligations for the contribution agreement.

The Company owns 50% of the partnership with MRP.

In August 2023, the Company entered into an agreement with Woodfield Development for the acquisition and development of a mixed-use project known as “Woven” in Greenville, SC, to consist of an estimated 214 multifamily units and 10,000 square feet of retail space.

The joint venture is in the pre-development and pre-closing phase in pursuit of vertical construction closing conditions.

The Company owns 50% at this time with final ownership to be determined based upon contributions by the partners, land contributors, and other investors.

Vertical construction is expected to commence in 2025.

We entered into two new joint venture agreements in early 2024 with Altman Logistics Properties (formerly doing business as 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 second quarter of 2025.

Multifamily Segment.

At December 31, 2023, this segment was invested in

the following stabilized multifamily joint ventures:

In 2014, approximately 2.1 acres (Phase I) of the total 5.8-acres

was contributed to a joint venture owned by the Company (77%) and our partner, MRP Realty (23%), and construction commenced in October

2014 on a 305-unit residential apartment building with approximately 14,430 square feet of first floor retail space.

Lease-up commenced

in May 2016 and rent stabilization of the residential units of 90% occupied was achieved in the third quarter of 2017.

The attainment

of stabilization resulted in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the

Company became the primary beneficiary.

As such, beginning July 1, 2017, the Company consolidated the assets (at current fair value based

on a third-party opinion), liabilities and operating results of the joint venture.

This consolidation resulted in a gain on remeasurement

of investment in real estate partnership of $60,196,000 of which $20,469,000 was attributed to the noncontrolling interest.

used the fair value amount to calculate adjusted ownership under the Conversion election.

As such for financial reporting purposes effective

July 1, 2017 the Company ownership is based upon this substantive profit-sharing arrangement and is 66.0% on a prospective basis.

fourth quarter 2022, as part of our new partnership with SIC and MRP, we sold a 20% interest in a tenancy-in-common of Dock 79 where FRP

Holdings, Inc.

At December 31, 2024, this segment was invested in the following stabilized multifamily joint ventures:

In 2014, approximately 2.1 acres (Phase I) of the total 5.8-acres was contributed to a joint venture owned by the Company (77%) and our partner, MRP Realty (23%), and construction commenced in October 2014 on a 305-unit residential apartment building with approximately 14,430 square feet of first floor retail space.

Lease-up commenced in May 2016 and rent stabilization of the residential units of 90% occupied was achieved in the third quarter of 2017.

The attainment of stabilization resulted in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary.

As such, beginning July 1, 2017, the Company consolidated the assets (at current fair value based on a third-party opinion), liabilities and operating results of the joint venture.

This consolidation resulted in a gain on remeasurement of investment in real estate partnership of $60,196,000 of which $20,469,000 was attributed to the noncontrolling interest.

The Company used the fair value amount to calculate adjusted ownership under the Conversion election.

As such for financial reporting purposes effective July 1, 2017 the Company ownership is based upon this substantive profit-sharing arrangement and is 66.0% on a prospective basis.

During fourth quarter 2022, as part of our new partnership with SIC and MRP, we sold a 20% interest in a tenancy-in-common of Dock 79 where FRP Holdings, Inc.

is the majority partner with a 52.8% ownership.

2) The Maren:

On May 4, 2018, the Company and MRP Realty formed a Joint Venture to develop the second phase

only of the four-phase master development known as Riverfront on the Anacostia in Washington, D.C.

The purpose of the Joint Venture is

to develop and own a 250,000-square-foot mixed-use development which supports 264 residential units and 6,758 square feet of retail.

commenced in March 2020 and rent stabilization of the residential units of 90% occupied was achieved in March 2021.

Reaching stabilization

results in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the

primary beneficiary.

As such, beginning March 31, 2021, the Company consolidated the assets (at fair value), liabilities and operating

results of the joint venture.

This consolidation resulted in a gain on remeasurement of investment in real estate partnership of $51,139,000

of which $13,965,000 was attributed to the noncontrolling interest.

In accordance with the terms of the Joint Venture agreements, the

Company used the fair value amount at date of conversion and calculated an adjusted ownership under the Conversion election.

financial reporting purposes effective March 31, 2021 the Company ownership is based upon this substantive profit-sharing arrangement

and is 70.41% on a prospective basis as agreed to by FRP and MRP.

During fourth quarter 2022, as part of our new partnership with SIC

and MRP, we sold a 20% interest in a tenancy-in-common of The Maren where FRP Holdings, Inc.

On May 4, 2018, the Company and MRP Realty formed a Joint Venture to develop the second phase only of the four-phase master development known as Riverfront on the Anacostia in Washington, D.C.

The purpose of the Joint Venture is to develop and own a 250,000-square-foot mixed-use development which supports 264 residential units and 6,758 square feet of retail.

Lease-up commenced in March 2020 and rent stabilization of the residential units of 90% occupied was achieved in March 2021.

Reaching stabilization results in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary.

As such, beginning March 31, 2021, the Company consolidated the assets (at fair value), liabilities and operating results of the joint venture.

This consolidation resulted in a gain on remeasurement of investment in real estate partnership of $51,139,000 of which $13,965,000 was attributed to the noncontrolling interest.

In accordance with the terms of the Joint Venture agreements, the Company used the fair value amount at date of conversion and calculated an adjusted ownership under the Conversion election.

As such for financial reporting purposes effective March 31, 2021 the Company ownership is based upon this substantive profit-sharing arrangement and is 70.41% on a prospective basis as agreed to by FRP and MRP.

During fourth quarter 2022, as part of our new partnership with SIC and MRP, we sold a 20% interest in a tenancy-in-common of The Maren where FRP Holdings, Inc.

is the majority partner with a 56.3% ownership.

3) Riverside:

On December 23, 2019 the Company and Woodfield formed a joint

venture to develop a 200-unit residential apartment project located at 1430 Hampton Avenue, Greenville, SC.

The project is located in

an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax

Cuts and Jobs Act of 2017.

On December 23, 2019 the Company and Woodfield formed a joint venture to develop a 200-unit residential apartment project located at 1430 Hampton Avenue, Greenville, SC.

The project is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017.

The Company contributed $6.2 million in exchange for a 40% ownership in the joint venture.

4) Bryant Street:

On December 24, 2018 the Company and MRP Realty formed four partnerships to purchase and develop approximately five acres of land in an Opportunity Zone at 500 Rhode Island Ave NE, Washington, D.C.

This first phase is a mixed-use development which supports 487 residential units and 91,520 square feet of first floor and stand-alone retail on approximately five acres of the roughly 12-acre site.

The Company converted its preferred equity to common on January 1, 2024 increasing its ownership to 72.1%.

5) .408 Jackson:

In December 2019, the Company entered into a joint venture with a new partner, Woodfield Development, for the acquisition and development of a mixed-use project known as “.408 Jackson” in an Opportunity Zone in Greenville, SC.

Woodfield specializes in Class-A multifamily, mixed-use developments primarily in the Carolinas and DC.

The project is located across the street from Greenville’s minor league baseball stadium and holds 227 multifamily units and 4,539 square feet of retail space.

The Company owns 40% of the development.

6) The Verge:

On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located in a Opportunity Zone at 1800 Half Street, Washington, D.C.

This property is located in the Buzzard Point area of Washington, DC, less than half a mile downriver from Dock 79 and The Maren.

It lies directly between our two acres on the Anacostia currently under lease by Vulcan and Audi Field, the home stadium of the DC United.

The eleven-story structure has 344 apartments and 8,536 square feet of ground floor retail.

The Company owns 61.37% of the partnership.

Five Year Summary

1 unchanged sentence

Years Ended December 31,

2024 2023 2022 2021 2020

Summary of Operations:

Revenues $ 41,774 41,506 37,481 31,220 23,583

Operating profit $ 11,704 11,700 7,996 2,274 5,134

Interest expense $ (3,150) (4,315) (3,045) (2,304) (1,100)

Income from continuing operations

Per Common Share:

Income from discontinued operations, net

Net income $ 6,460 4,882 4,047 40,094 11,722

Income (loss) attributable to noncontrolling interest $ 75 (420) (518) 11,879 (993)

1 unchanged sentence

Per Common Share:

Basic $ 0.34 0.28 0.24 1.51 0.66

Diluted $ 0.34 0.28 0.24 1.50 0.66

Financial Summary:

Property and equipment, net $ 407,439 367,320 367,158 350,665 203,140

Total assets $ 728,485 709,166 701,084 678,190 536,360

Long-term debt $ 178,853 178,705 178,557 178,409 89,964

4 unchanged sentences

Number of employees 19 15 13 14 13

Shareholders of record

Quarterly Results (unaudited)

(Dollars in thousands except per share

For the Quarter Ended

(Dollars in thousands except per share amounts)

For the Quarter Ended Total Fiscal Year 2024

2024 June 30,

2024 September 30,

Total Fiscal Year 2023

2024 December 31,

Revenues $ 10,133 10,477 10,633 10,531 41,774

Operating profit $ 2,882 2,820 3,083 2,919 11,704

Income from continuing operations

Net income $ 1,335 2,059 1,379 1,687 6,460

Net income attributable to the Company $ 1,301 2,044 1,361 1,679 6,385

1 unchanged sentence

Net income attributable to the Company-

Basic $ 0.07 0.11 0.07 0.09 0.34

Diluted $ 0.07 0.11 0.07 0.09 0.34

Market price per common share (b):

For the Quarter Ended

High $ 31.78 31.07 30.48 32.48 32.48

Low $ 28.64 29.01 27.48 29.00 27.48

For the Quarter Ended Total Fiscal Year 2023

2023 June 30,

2023 September 30,

Total Fiscal Year 2022

2023 December 31,

Revenues $ 10,114 10,696 10,591 10,105 41,506

Operating profit $ 2,854 2,767 2,896 3,183 11,700

Income from continuing operations

Net income $ 406 492 1,099 2,885 4,882

Net income attributable to the Company $ 565 598 1,259 2,880 5,302

1 unchanged sentence

Net income attributable to the Company-

Basic $ 0.03 0.03 0.13 0.15 0.28

Diluted $ 0.03 0.03 0.13 0.15 0.28

Market price per common share (b):

(a) Earnings per share of common stock is computed

independently for each quarter presented.

The sum of the quarterly net earnings per share of common stock for a year may not equal the

total for the year due to rounding differences.

(b) All prices represent high and low daily

closing prices as reported by The Nasdaq Stock Market.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion includes a non-GAAP financial

measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission to supplement the financial results as

reported in accordance with GAAP.

High $ 29.50 30.52 29.34 32.34 32.34

Low $ 26.89 26.41 26.99 26.60 26.41

(a) Earnings per share of common stock is computed independently for each quarter presented.

The sum of the quarterly net earnings per share of common stock for a year may not equal the total for the year due to rounding differences.

(b) All prices represent high and low daily closing price s as reported by The Nasdaq Stock Market.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion includes a non-GAAP financial measure 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 measure discussed is pro-rata net operating income (NOI).

The Company uses this

metric to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance.

The Company uses this metric to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance.

This measure is not, and should not be viewed as, a substitute for GAAP financial measures.

Refer to “Non-GAAP Financial Measure”

below in this annual report for a more detailed discussion, including reconciliations of this non-GAAP financial measure to its most directly

comparable GAAP financial measure.

Refer to “Non-GAAP Financial Measure” below in this annual 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.

(“FRP” or the “Company”)

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:

Mining royalty lands, some of

which will have second lives as development properties;

Residential apartments in Washington,

and Greenville, SC;

Warehouse or office properties

in Maryland either existing or under development;

Mixed-use properties under development

in Washington, D.C.

or Greenville, SC;

(“FRP” or the “Company”) is a real estate development, asset management and operating company business.

Our properties are located in the Mid-Atlantic and southeastern United States and consist of:

Residential/mixed-use apartments in Washington, D.C., Greenville, SC, and Florida;

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;

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.

anticipate immediate benefits from investments.

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 growth.

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 all of our business in the following four

reportable segments:

(1) industrial and commercial (2) mining royalty lands (3) development and (4) multifamily.

information regarding our reportable segments, see Note 10.

Business Segments of our consolidated financial statements included

in this annual report.

Highlights of 2023 .

· 24.8% increase in pro-rata NOI ($30.24 million vs $24.23 million)

· Mining Royalties revenues increased 17.3%;

17% increase in royalties per

· 45.4% increase in Industrial and Commercial revenue;

46.2% increase in Industrial

and Commercial NOI

We conduct all of our business in the following four reportable segments:

(1) multifamily (2) industrial and commercial (3) mining royalty lands and (4) development.

For more information regarding our reportable segments, see Note 10.

Business Segments of our consolidated financial statements included in this annual report.

Multifamily Segment.

As of December 31, 2024 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

Method of Accounting

Dock 79, Washington, D.C., 305 apartment units and 14,430 square feet of retail

MRP Realty & Steuart Investment Company

The Maren, Washington, D.C., 264 residential units and 6,811 square feet of retail

MRP Realty & Steuart Investment Company

The Verge, Washington, D.C., 344 apartment units and 8,536 square feet of retail.

Equity Method

Riverside, Greenville, SC, 200 apartment units

Woodfield Development

Equity Method

Bryant Street, Washington D.C., 487 apartment units and 91,520 square feet of retail

Equity Method

.408 Jackson, Greenville, SC, 227 apartment units and 4,539 square feet of retail.

Woodfield Development

Equity Method

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

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.

34 Loveton is the only office product wherein all leases are full service

therefore there is no CAM revenue.

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 December 31, 2023, the Industrial and Commercial

Segment includes nine buildings at four 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 90.8% occupied (16% of the space is occupied by the Company for

use as our Baltimore headquarters).

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 December 31, 2024, the Industrial and Commercial Segment includes nine buildings at four commercial properties owned by the Company in fee simple as follows:

The property is subject to commercial leases with various tenants.

21 st 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 92.1% occupied and 92.1% leased.

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 that are 100.0% leased and 100.0% occupied.

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.

21 st 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 92.1% 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 that are 100.0% leased and occupied.

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 16,650 acres currently under lease for mining rents or royalties (excluding the 4,280 acres owned by our Brooksville

joint venture with Vulcan Materials).

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.

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.

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.

believe strongly in the potential for future growth in construction in Florida, Georgia, and Virginia which would positively benefit our

profitability in this segment.

In the fiscal year ended December 31, 2023, a total of 9.6 million tons were mined.

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, Argos and The Concrete

Additionally, these locations provide us with opportunities

for valuable “second lives” for these assets through proper land planning and entitlement.

Significant “2 nd life” Mining

Brooksville, FL

Development of Regional of Impact and County Land Use and Master Zoning in place for 5,800 residential unit, mixed-use development

Approval in place for 105, one-acre, waterfront residential lots after mining completed.

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 “2 nd life” Mining Lands:

Location Acreage Status

Brooksville, FL 4,280 +/- Development of Regional of Impact and County Land Use and Master Zoning in place for 5,800 residential unit, mixed-use development

Myers, FL 1,907 +/- Approval in place for 105, one-acre, waterfront residential lots after mining completed.

Total 6,187 +/-

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.

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 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

Development Segment – Industrial and Commercial

At December 31, 2023, this segment owned the following

future development parcels:

1) 54 acres of land that will be capable of supporting over 690,000 square feet of industrial product located

at 1001 Old Philadelphia Road in Aberdeen, MD.

2) 17 acres of land in Harford County, MD that can accommodate 259,200 square foot speculative warehouse

project on Chelsea Road under construction due to be complete in the third quarter of 2024.

3) 170 acres of land 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

Riverfront on the Anacostia Phases III-IV

Conceptual design program ongoing

Hampstead Trade Center, MD

Zoning applied for in preparation for sale

Square 664E, on the Anacostia River in DC

Under lease to Vulcan Materials as a concrete batch plant through 2026

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 Land.

At December 31, 2024, this segment owned the following future development parcels:

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

2) 17 acres of land in Harford County, MD that can accommodate 258,000 square foot speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter of 2025.

3) 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 are being prepared for their highest and best use and will either be sold or contributed as equity in a joint venture.

We are often able to lease 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 2.3 Conceptual design program ongoing $7,533,000

Hampstead Trade Center, MD 118 Seeking PUD in preparation for sale $11,856,000

Square 664E, on the Anacostia River in DC 2 Under lease to Vulcan Materials as a concrete batch plant through 2026 $7,194,000

Total 122.4 $26,583,000

Development Segment - Investments in Joint Ventures

The third leg of our Development Segment consists

of investments in joint venture for properties in development.

The Company has investments in joint ventures, primarily with other real

estate developers which are summarized below:

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:

Brooksville Quarry, LLC near Brooksville, FL

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St John Properties

Development of 329,000 square feet multi-building business park in progress

Bryant Street Partnerships for five acres of land in Washington, D.C.

Mixed-use development with 487 residential units and 91,607 square feet of retail

329,000 square-foot, multi-building business park 78.6% leased.

Pre-development for 153 single family rental homes, four retail lots, and an office building

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

Amber Ridge residential development in Prince George’s County, MD

$18.5 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

The Verge at 1800 Half Street property in Buzzard Point area of Washington, D.C.

Eleven-story structure with 344 apartments and 8,536 square feet of ground floor retail currently underway with lease-up

.408 Jackson property in Greenville, SC

Woodfield Development

Mixed-use project with 227 multifamily units and 4,539 square feet of retail space currently underway with lease-up

Woodfield Development

Pre-development activities for a mixed-use project with 596 multifamily units, 60,000 square feet of commercial space, 20,000 square feet of office space and a boutique 170-key hotel.

Construction is expected to commence in 2025.

FRP/MRP Buzzard Point Sponsor, LLC

Pre-development activities for phase one of property owned by Steuart Investment Company (SIC) under a Contribution and Pre-Development Agreement between this partnership and SIC

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

Woven property in Greensville, SC

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Pre-development activities for a mixed-use project with approximately 214 multifamily units and 10,000 square feet of retail space.

Joint ventures where FRP is not the primary beneficiary

(including those in the Multifamily Segment) 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):

Vertical construction is expected to commence in 2025.

Altman Logistics Properties (formerly doing business as BBX Logistics)

Pre-development activities for a 200,000 square foot class A warehouse.

We plan to commence construction in the second quarter of 2025 at which time the Company's ownership increases to 90%.

Broward County, FL

Altman Logistics Properties (formerly doing business as BBX Logistics)

Pre-development activities for 182,000 square feet of industrial product.

We plan to commence construction in the second quarter of 2025 at which time the Company's ownership increases to 80%.

Joint ventures where FRP is not the primary beneficiary (including those in the Multifamily Segment) 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):

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

Share of Profit

Total Assets of

Profit (Loss)

(Loss) of the

The Partnership

Of the Partnership

Partnership (1)

As of December 31, 2024

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Estero Partnership 16.00 % 3,711 6,615 2,560 —

Verge Partnership

The Verge Partnership 61.37 % 37,148 77,571 41,880 (3,102)

Greenville Partnerships 40.00 % 5,881 39,031 31,932 (1,160)

The major classes of assets, liabilities and equity

of the Company’s Investments in Joint Ventures as of December 31, 2023, are summarized in the following two tables (in thousands):

Total $ 153,899 300,039 154,380 (11,359)

The major classes of assets, liabilities and equity of the Company’s unconsolidated joint ventures as of December 31, 2024 are summarized in the following two tables (in thousands):

As of December 31, 2024

Buzzard Point

Bryant Street

Sponsor, LLC Bryant Street

Partnership Estero

Partnership Verge

Partnership Greenville

Partnership Total

Investments in real estate, net $ 0 180,928 40,733 124,010 94,020 $ 439,691

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Deferred costs 4,892 1,406 0 138 195 6,631

Total Assets $ 4,892 194,390 41,346 126,399 97,577 $ 464,604

Secured notes payable $ 0 108,084 16,000 68,242 79,829 $ 272,155

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As of December 31, 2024

Quarry, LLC BC FRP

Realty, LLC Lending

Ventures Total

Multifamily Grand

Investments in real estate, net $ 14,354 20,956 16,007 439,691 $ 491,008

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Deferred costs 1 313 0 6,631 6,945

Total Assets $ 14,498 21,930 16,007 464,604 $ 517,039

Secured notes payable $ 0 10,315 (10,157) 272,155 $ 272,313

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Total Liabilities and Capital $ 14,498 21,930 16,007 464,604 $ 517,039

Multifamily Segment .

At year end, the segment included three stabilized

multifamily joint ventures which own, lease and manage buildings.

These assets create revenue and cash flows through tenant rental payments,

and reimbursements for building operating costs.

The Company’s residential spaces generally lease for 12 – 15-month lease

terms and 90 days prior to the expiration, as long as there is no balance due, the tenant is offered a renewal.

If no notice to move out

or renew is made,

then the leases go to month-to-month until notification

of termination or renewal is received.

Renewal terms are typically 9 – 12 months.

From March 2020 through the end of 2021,

we were prohibited from increasing rent on renewals by emergency measures in Washington, DC designed to ease the burden of the pandemic

on its citizens.

These measures expired at the end of 2021.

The Company also leases retail spaces at apartment/mixed-use properties.

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 average 3-6% of annual sales for the tenant that exceed a breakpoint stipulated by each individual lease.

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 three multifamily properties are as follows:

Property and Occupancy

Method of Accounting

Dock 79 apartments Washington, D.C.

305 apartment units and 14,430 square feet of retail

MRP Realty/SIC

The Maren apartments Washington, D.C.

264 residential units and 6,811 square feet of retail

MRP Realty/SIC

Consolidated as of March 31, 2021

Riverside apartments 1430 Hampton Avenue, Greenville, SC

Woodfield Development

Equity Method

The following table presents the calculation of the Company's pro rata share of certain balance sheet items by segment as of December 31, 2024:

Pro rata balance sheet (in thousands) Multifamily Industrial and Commercial Mining Royalty Lands Development Corporate Total

Consolidated assets $ 347,172 37,527 47,527 144,832 151,427 $ 728,485

Investments in unconsolidated joint ventures (108,277) (7,579) (38,043) (153,899)

Company's share of assets in unconsolidated joint ventures 256,757 7,249 36,033 300,039

Noncontrolling interest in consolidated assets (109,374) (15,728) (2,336) (127,438)

Pro rata assets $ 386,278 37,527 47,197 127,094 149,091 $ 747,187

Consolidated secured notes payable 178,853 178,853

Company's share of debt in unconsolidated joint ventures 151,741 2,639 154,380

Noncontrolling interest in consolidated debt (81,340) (81,340)

Pro rata debt $ 249,254 — — 2,639 — $ 251,893

Pro rata assets less debt $ 137,024 37,527 47,197 124,455 149,091 $ 495,294

Deferred income taxes (67,688)

Other liabilities and noncontrolling interest adjustment (4,503)

Consolidated shareholder's equity $ 423,103

Executive Summary and Analysis – In the fourth quarter, the Company saw a 21% improvement in pro rata NOI compared to the same period last year, and for the year ended December 31 2024 saw a 26% increase in pro rata NOI ($38.1 million vs $30.2 million) compared to 2023.

This is consistent with the almost 30% compound annual growth rate at which we have grown pro rata NOI since 2021.

We experienced meaningful NOI growth across all segments in 2024 compared to last year including a 17% improvement ($649,000) in Industrial and Commercial NOI;

a 23% increase ($2.7 million) in Mining Royalty lands NOI;

and a 34% increase ($4.6 million) in Multifamily NOI.

While we are proud of this level of growth, as we have mentioned in the past and highlight in our shareholder letter, it is also a pace we cannot possibly sustain, and do not expect to match in 2025.

For a number of reasons, we expect 2025 NOI to be flat if not slightly less than 2024.

In the Industrial Segment, we have vacancies at Cranberry and our new Chelsea building that will take time to lease up and will have operating expenses that will negatively impact NOI compared to 2024.

The lease-up of three

different projects (Verge, Bryant Street, and .408 Jackson) in our Multifamily segment had a profound impact in the growth of our NOI over the last 12 months.

In 2025, these lease-ups will give way to more organic growth as we attempt to improve rents on already stabilized assets, a particular challenge for the DC assets which will be competing with a glut of new projects.

Mining royalty revenue and earnings should remain strong in 2025, though from an NOI perspective, it will be difficult to keep pace with 2024, simply for the fact that we received a $1.9 million one-time minimum payment at one location, which we cannot replicate for obvious reasons.

The flip side of this coin is that while we anticipate our NOI growth to stall in 2025, the driver of most of our future NOI growth will also come in 2025 through an estimated $71 million in equity capital investment.

In 2025, we will begin construction on our two industrial joint ventures in Florida, continue to entitle our existing industrial pipeline in Maryland to have the land shovel ready in 2026, and look to augment our existing pipeline through a land purchase, industrial joint venture, or possibly both.

This is where the rubber hits the road on our pivot to industrial development, and sets the course for our stated goal of delivering three new industrial assets every two years as we look to double the size of this segment over the next five years.

While our core focus is industrial, we will continue to partner on multifamily projects that meet our return thresholds.

We believe these are an effective hedge of our aggressive industrial strategy.

We will always try to exploit our competitive advantage in the asset class we have the most experience in, but real estate can be cyclical and there will almost certainly come a day where the state of the industrial market will make us glad we continued to pursue multifamily development.

In 2025, we anticipate moving forward with two multifamily projects outside the DC area, one in South Carolina and the other in southwest Florida, which will add 810 units and $6 million in pro rata NOI upon stabilization.

Highlights of the year ending 12/31/24 .

• 20% increase in Net Income ($6.4 million vs $5.3 million)

• 26% increase in pro rata NOI ($38.1 million vs $30.2 million)

• The Mining Royalty Lands Segment's pro rata NOI includes a $2.2 million increase in unrealized revenues primarily due to a one-time, $1.9 million minimum royalty payment 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 estimated remaining 20 year life of the lease.

• 34% 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).

• Industrial and Commercial revenue increased 5%, and segment NOI increased 17%

COMPARATIVE RESULTS OF OPERATIONS

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Twelve Months Ended December 31,

2024 2023 Change %

Lease revenue $ 28,922 28,979 $ (57) -.2 %

Mining royalty revenue

Mining royalty and rents 12,852 12,527 325 2.6 %

Total revenues 41,774 41,506 268 .6 %

Cost of operations:

Depreciation/Depletion/Amortization

Depreciation, depletion and amortization 10,187 10,821 (634) -5.9 %

Operating expenses 7,170 7,364 (194) -2.6 %

Property taxes 3,437 3,650 (213) -5.8 %

Management Company indirect

Corporate Expense

General and administrative 9,276 7,971 1,305 16.4 %

Total cost of operations 30,070 29,806 264 .9 %

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Equity in loss of joint ventures (11,359) (11,937) 578 -4.8 %

Gain on sale of real estate and other income

(Loss) gain on sale of real estate 182 53 129 243.4 %

Income before income taxes 8,489 6,398 2,091 32.7 %

Provision for income taxes 2,029 1,516 513 33.8 %

Loss attributable to noncontrolling interest

Net income 6,460 4,882 1,578 32.3 %

Income (loss) attributable to noncontrolling interest 75 (420) 495 -117.9 %

Net income attributable to the Company $ 6,385 5,302 $ 1,083 20.4 %

Net income for 2023 was $5,302,000 or $.56 per share

versus $4,565,000 or $.48 per share in the same period last year.

The calendar year 2023 was impacted by the following items:

Operating profit increased $3,704,000 compared to

the same period last year due to improved revenues and profits in all four segments.

Management company indirect increased $553,000 due

to merit increases and new hires along with recruiting costs.

Interest income increased $5,424,000 primarily due

to an increase in interest earned on cash equivalents ($4,307,000) and increased income from our lending ventures ($1,202,000).

Interest expense increased $1,270,000 compared to

the same period last year due to less capitalized interest.

We capitalized less interest because of fewer in-house and joint venture projects

under development compared to last year.

Equity in loss of Joint Ventures increased $6,216,000

primarily due to increased losses during lease up at The Verge ($4,418,000) and .408 Jackson ($799,000), a gain on the sale of DST Hickory

Creek ($2,832,000) last year mitigated by a gain of $1,886,000 on our guarantee liability for the refinanced Bryant Street loan.

Calendar year 2022 included an $874,000 gain on sales

of excess property at Brooksville.

Industrial and Commercial Segment Results

Net income for 2024 was $6,385,000 or $.34 per share versus $5,302,000 or $.28 per share last year.

Pro rata NOI for 2024 was $38,139,000 versus $30,240,000 last year.

• Pro rata NOI includes a one-time, 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 estimated remaining 20 year life of the lease.

• General and administrative expense increased $1,305,000 over the same period last year due primarily to the implementation of our executive succession and transition plan that commenced in May, 2024.

• Net investment income increased $215,000 due to increased earnings on cash equivalents ($1,321,000) and increased income from our lending ventures ($1,059,000), partially offset by decreased preferred interest ($2,165,000) due to the conversion of FRP preferred equity to common equity at Bryant Street.

• Interest expense decreased $1,165,000 compared to the same period last year as we capitalized $1,296,000 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 $578,000 due to improved results at our unconsolidated joint ventures.

Results improved at The Verge ($2,445,000) and .408 Jackson ($259,000) but that improvement was mostly offset by a $2,255,000 increase in loan guarantee expense.

The Company recorded a gain on loan guarantee of $1,886,000 in December 2023 as the guarantee liability was relieved upon the refinancing of the Bryant Street debt versus an expense of $496,000 in 2024 stemming from the guarantee of the new Bryant Street loan.

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 prior period (when these projects were still in our Development segment).

Twelve Months Ended December 31,

(dollars in thousands)

(dollars in thousands) 2024 % 2023 % Change %

Lease revenue $ 32,377 100.0 % 26,592 100.0 % 5,785 21.8 %

Depreciation, depletion and amortization

Depreciation and amortization 13,309 41.1 % 12,847 48.3 % 462 3.6 %

Operating expenses 10,740 33.2 % 9,649 36.3 % 1,091 11.3 %

Property taxes 3,578 11.1 % 3,207 12.1 % 371 11.6 %

Management company indirect

Corporate expense

Cost of operations 27,627 85.3 % 25,703 96.7 % 1,924 7.5 %

Operating profit

Total revenues in this segment were $5,354,000, up

$1,673,000 or 45.4%, over the same period last year.

Operating profit was $1,764,000, up $804,000 from $960,000 in the same period last

Revenues and operating profit are up partly because of rent growth at Cranberry Run, but primarily because of full occupancy at

1865 and 1841 62 nd Street and the addition of 1941 62 nd Street to this segment in March 2023.

Operating profit before G&A $ 4,750 14.7 % 889 3.3 % 3,861 434.3 %

Depreciation and amortization 13,309 12,847 462

Unrealized rents & other 118 (193) 311

Net operating income $ 18,177 56.1 % 13,543 50.9 % 4,634 34.2 %

in this segment was $3,898,000, up $1,232,000 or 46.2% compared to the same period last year.

Mining Royalty Lands Segment Results

The combined consolidated and unconsolidated pro rata net operating income this year for this segment was $18,177,000, up $4,634,000 or 34% compared to $13,543,000 last year.

Most of this increase was from the lease up of Bryant Street, .408 Jackson, and The Verge.

These three projects contributed $9,740,000 of pro rata NOI to this segment compared to $5,466,000 in the Development segment last year, an increase of $4,274,000.

Same store NOI (Dock, Maren & Riverside) increased $360,000 or 4.5%.

Apartment Building Units Pro rata NOI

2024 Pro rata NOI

Occupancy 2024 Avg.

Occupancy 2023 Renewal Success Rate YTD 2024 Renewal % increase 2024

Dock 79 Anacostia DC 305 $3,800,000 $3,711,000 94.2 % 94.4 % 67.6 % 3.4 %

Maren Anacostia DC 264 $3,776,000 $3,566,000 94.3 % 95.6 % 57.1 % 2.6 %

Riverside Greenville 200 $861,000 $800,000 93.3 % 94.5 % 58.0 % 3.1 %

Bryant Street DC 487 $5,793,000 $4,849,000 91.3 % 92.9 % 58.1 % 2.7 %

.408 Jackson Greenville 227 $1,298,000 $577,000 95.0 % 59.9 % 56.4 % 4.7 %

Verge Anacostia DC 344 $2,649,000 $40,000 90.0 % 46.7 % 68.8 % 3.2 %

Multifamily Segment 1,827 $18,177,000 $13,543,000 92.8 % 84.5 %

Multifamily Segment (Consolidated - Dock & Maren)

Twelve Months Ended December 31,

(dollars in thousands)

Mining royalty revenue

Depreciation, depletion and amortization

(dollars in thousands) 2024 % 2023 % Change %

Lease revenue $ 22,096 100.0 % 21,824 100.0 % 272 1.2 %

Depreciation and amortization 7,936 35.8 % 8,768 40.2 % (832) -9.5 %

Operating expenses 6,047 27.4 % 6,285 28.8 % (238) -3.8 %

Property taxes 2,288 10.4 % 2,231 10.2 % 57 2.6 %

Management company indirect

Corporate expense

Cost of operations 16,271 73.6 % 17,284 79.2 % (1,013) -5.9 %

Operating profit

Total revenues in this segment were $12,527,000 versus

$10,683,000 in the same period last year.

Total operating profit in this segment was $10,560,000, an increase of $1,669,000 versus $8,891,000

in the same period last year.

This increase is the result of the additional royalties from the acquisition in Astatula, FL, which we completed

at the beginning of the

second quarter 2022, as well as increases in revenue

at nearly every active location.

Net Operating Income in this segment was $11,720,000, up $1,568,000 or 15.4% compared to the same period

Development Segment Results

Operating profit before G&A

$ 5,825 26.4 % 4,540 20.8 % 1,285 28.3 %

Total revenues for our two consolidated joint ventures (Dock & Maren) were $22,096,000, an increase of $272,000 versus $21,824,000 last year.

Total operating profit before G&A for the consolidated joint ventures was $5,825,000, an increase of $1,285,000, or 28% versus $4,540,000 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)

Twelve Months Ended December 31,

(dollars in thousands)

(dollars in thousands) 2024 % 2023 % Change %

Lease revenue $ 20,335 100.0 % 14,700 100.0 % 5,635 38.3 %

Depreciation and amortization 8,960 44.1 % 8,055 54.8 % 905 11.2 %

Operating expenses 7,431 36.5 % 6,194 42.1 % 1,237 20.0 %

Property taxes 2,335 11.5 % 1,993 13.6 % 342 17.2 %

Cost of operations 18,726 92.1 % 16,242 110.5 % 2,484 15.3 %

Operating profit before G&A $ 1,609 7.9 % (1,542) (10.5 %) 3,151

For our four unconsolidated joint ventures, pro rata revenues were $20,335,000, an increase of $5,635,000 or 38% compared to $14,700,000 in the same period last year.

Pro rata operating profit before G&A was $1,609,000 versus a loss of $1,542,000 last year, an increase of $3,151,000.

Industrial and Commercial Segment

Twelve Months Ended December 31,

(dollars in thousands) 2024 % 2023 % Change %

Lease revenue $ 5,621 100.0 % 5,354 100.0 % 267 5.0 %

Depreciation and amortization 1,444 25.7 % 1,374 25.7 % 70 5.1 %

Operating expenses 803 14.3 % 653 12.2 % 150 23.0 %

Property taxes 264 4.7 % 247 4.6 % 17 6.9 %

Cost of operations 2,511 44.7 % 2,274 42.5 % 237 10.4 %

Operating profit before G&A $ 3,110 55.3 % 3,080 57.5 % 30 1.0 %

Depreciation and amortization 1,444 1,374 70

Unrealized revenues (7) (556) 549

Net operating income $ 4,547 80.9 % $ 3,898 72.8 % $ 649 16.6 %

Total revenues in this segment were $5,621,000, up $267,000 or 5%, over last year.

Operating profit before G&A was $3,110,000, up $30,000 or 1% from $3,080,000 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 less $222,000 of allowance for uncollectible revenue on one tenant in the process of eviction.

We were 95.6% leased and occupied during 2024 inclusive of the uncollectable space leased.

Net operating income in this segment was $4,547,000, up $649,000 or 17% compared to last year partially due to $549,000 more unrealized rental revenue in the prior year due to rent abatements that expired in 2023.

Mining Royalty Lands Segment Results

Twelve Months Ended December 31,

(dollars in thousands) 2024 % 2023 % Change %

Mining royalty and rent revenue $ 12,852 100.0 % 12,527 100.0 % 325 2.6 %

Depreciation, depletion and amortization 636 5.0 % 497 4.0 % 139 28.0 %

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Property taxes 294 2.3 % 428 3.4 % (134) -31.3 %

Management company indirect

Corporate expense

Cost of operations 999 7.8 % 993 7.9 % 6 0.6 %

Operating loss

Equity in loss of Joint Venture

Interest earned

Loss from continuing operations before income taxes

The Development segment is responsible for (i) seeking

out and identifying opportunistic purchases of income producing industrial and commercial buildings, and (ii) developing our non-income

producing properties into income production.

With respect to ongoing projects:

· We are the principal capital

source of a residential development venture in Prince George’s County, MD known as “Amber Ridge.” Of the $18.5 million

of committed capital to the project, $18.0 million in principal draws have taken place through quarter end.

Through the end of December

31, 2023, all 187 units have been sold, and we have received $20.2 million in preferred interest and principal to date.

· Bryant Street is a mixed-use

joint venture between the Company and MRP in Washington, DC consisting of three apartment buildings with ground floor retail and one commercial

building which is fully leased.

At quarter end, Bryant Street’s 487 residential units were 92.0% leased and 93.8% occupied.

commercial space was 96.6% leased and 82.7% occupied at quarter end.

· Lease-up is underway at The

Verge, and at quarter end, the building was 90.7% leased and 85.8% occupied inclusive of 25 units licensed to Placemakr Management for

a short-term corporate rental program.

Retail at this location is 45.2% leased.

This is our third mixed-use project in the Anacostia

waterfront submarket in Washington, DC.

· .408 Jackson is our second joint

venture project in Greenville.

Leasing began in the fourth quarter of 2022 with residential units 95.2% leased and 93.4% occupied at quarter

Retail at this location is 100% leased and currently under construction and expected to open this winter.

Run, our suburban office and retail joint venture with St.

John Properties, Inc.

signed a new office lease for 3,526 square feet bringing

the office portion of the project to 87.0% leased and 78.3% occupied.

Additional retail space at this site is 38.2% leased and 22.9%

· Last summer

we broke ground on a new speculative warehouse project in Aberdeen, MD on Chelsea Road.

Site work is nearing completion with vertical

construction underway.

This Class A, 259,200 square foot building is due to be complete in the 3 rd quarter of 2024.

the principal capital source for a residential development venture in Harford County, MD known as Aberdeen Overlook.

The project includes

110 acres and 344 residential building lots.

We have committed $31.1 million to the project with $20 million currently drawn.

homebuilder is under contract to purchase all 222 townhome and 122 single family dwelling lots.

As of year-end 11 lots had been sold and

$4.5 million of preferred interest and principal has been returned to the company.

Multifamily Segment Results

Operating profit before G&A $ 11,853 92.2 % 11,534 92.1 % 319 2.8 %

Depreciation and amortization 636 497 139

Unrealized revenues 1,907 (311) 2,218

Net operating income $ 14,396 112.0 % $ 11,720 93.6 % $ 2,676 22.8 %

Total revenues in this segment were $12,852,000, an increase of $325,000 or 3% versus $12,527,000 last year despite a 3% decrease in royalty tons sold compared to 2023.

Royalty revenues were impacted by the deduction of royalties to resolve an $842,000 overpayment.

During the year, the tenant 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.

Total operating profit before G&A in this segment was $11,853,000, an increase of $319,000 versus $11,534,000 last year.

Net operating income in this segment was $14,396,000, up $2,676,000 or 23% compared to last year mostly due to a one-time, minimum royalty payment at one location which is straight-lined across the estimated remaining 20 year life of the lease for GAAP revenue purposes.

Development Segment Results

Twelve Months Ended December 31,

(dollars in thousands)

(dollars in thousands) 2024 2023 Change

Lease revenue $ 1,205 1,801 (596)

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Property taxes 591 744 (153)

Management company indirect

Corporate expense

Cost of operations 1,013 1,284 (271)

Operating profit

In the fourth quarter of 2022, as part of our new

partnership with Steuart Investment Company and MidAtlantic Realty Partners, we sold a 20% ownership interest in a tenancy-in-common (TIC)

of Dock 79 and The Maren for $65.3 million, $44.5 million attributable to the Company, placing a combined valuation of the two buildings

at $326.5 million.

Total revenues in this segment were $21,824,000, an

increase of $381,000 versus $21,443,000 in the same period last year.

The Maren’s revenue was $10,477,000, an increase of 4.3%,

and Dock 79 revenues decreased $51,000 or .4% to $11,398,000.

Total operating profit in this segment was $3,717,000, an increase of $497,000

versus $3,220,000 in the same period last year.

Pro-rata net operating income for this segment was $8,077,000, down $1,392,000 or 14.7%

compared to the same period last year because of the sale of our 20% TIC interest in both properties to SIC, mitigated by $800,000 in

pro-rata NOI from our share of the Riverside joint venture.

At the end of December, The Maren was 93.94% leased

and 94.70% occupied.

Average residential occupancy for calendar year 2023 was 95.60%, and 53.23% of expiring leases renewed with an average

rent increase on renewals of 4.21%.

The Maren is a joint venture between the Company and MRP and SIC, in which FRP Holdings, Inc.

majority partner with 56.3% ownership.

Dock 79’s average residential occupancy for

calendar year 2023 was 94.36%, and at the end of the year, Dock 79’s residential units were 95.08% leased and 96.39% occupied.

the year, 68.29% of expiring leases renewed with an average rent increase on renewals of 2.80%.

Dock 79 is a joint venture between the

Company and MRP and SIC, in which FRP Holdings, Inc.

is the majority partner with 52.8% ownership.

During the third quarter of 2022, we achieved stabilization

at our Riverside Joint Venture in Greenville, SC.

At the end of December, the building was 95.50% leased with 94.50% occupancy.

occupancy for calendar year 2023 was 94.51% with 55.41% of expiring leases renewing with an average rental increase of 8.46%.

is a joint venture with Woodfield Development and the Company owns 40% of the venture.

Summary and Outlook

Royalty revenue was up 17.3% over 2022 in what had

previously been the highest revenue year for this segment.

This kind of revenue growth is all the more remarkable when tons sold decreased

We are fortunate in both the locations of our mining assets, but also in the ability of our operators to push price aggressively.

State and national infrastructure spending is expected to increase in 2024 creating further demand for aggregates products.

In our Multifamily Segment, we are starting to feel

the effects of a softening DC market.

Revenues are more or less flat between Dock 79 and the Maren and did not keep pace with expenses.

Pro-rata NOI is down which is to be expected after selling 20% of our share of Dock 79 and The Maren to SIC.

But NOI for the two projects

as a whole decreased 1.3% ($13,358,000 vs $13,529,000) compared to 2022.

We should expect the market to remain slack until all the new

supply has been absorbed.

2023 was the first full calendar year of operation for our Riverside multifamily joint venture in

Greenville, SC.

Average annual occupancy (94.51%),

renewals on expiring leases (55.41%), and rent increases on renewals (8.46%) were all strong.

NOI this quarter compared to each of the

first three quarters fell off because of increased taxes as the project was annexed into the city of Greenville.

We remain excited about

the Greenville market and look forward to adding .408 Jackson to this segment when it stabilizes in early 2024.

In our Industrial and Commercial segment, occupancy

and our overall square-footage have increased since the end of 2022, leading to a 46.2% increase in NOI in 2023 compared to the previous

We are 95.6% leased and occupied on 548,785 square feet compared to 84.3% occupied on 447,035 square feet at the end of 2022.

As we have stated on a number of occasions in the

recent past, we have shifted our development focus away from multifamily in the DC market and towards industrial projects.

We are underway

on the construction of a $30 million spec warehouse project at our Chelsea site in Aberdeen, MD, which we plan to deliver in the third

quarter of 2024.

We are also in preliminary discussions on two industrial joint ventures in Florida.

We will continue to do the predevelopment

work required to prepare the first phase of our partnership with SIC and MRP for vertical construction, but that’s as far as we

will take that project until the partnership feels macroeconomic and market conditions are right.

The same is true for two other mixed-use

projects with Woodfield Development (our JV partner in Riverside and .408 Jackson) that are currently in pre-development in Greenville,

SC and Estero, FL.

We are pursuing entitlements for these joint ventures and they will be ready for vertical development by the second

half of 2024.

But we will only move forward when market conditions warrant it.

Along with our balance sheet, we consider our development

strategy and the ability to shift our focus and capital among asset classes to be our biggest strength.

We will pursue our current development

strategy aggressively, while allowing for a healthy capital cushion to protect our assets and opportunistically repurchase shares.

that end, in 2023, we repurchased 36,909 shares at an average cost of $54.19 per share.

Operating profit before G&A $ 192 517 (325)

With respect to ongoing Development Segment projects:

▪ We entered into two new joint venture agreements in early 2024 with Altman Logistics Properties (formerly doing business as BBX Logistics).

We anticipate construction to start on both projects in the second quarter of 2025.

▪ Last summer we broke ground on a new speculative warehouse project in Aberdeen, MD on Chelsea Road.

This Class A, 258,000 square foot building is due to be completed in the 2nd quarter of 2025.

▪ We are the principal capital source to develop 344 residential lots on 110 acres in Harford County, MD.

We have funded $26.5 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 year end, 100 lots have been sold and $15.3 million of preferred interest and principal has been returned to the Company of which $4.0 million was booked as profit to the Company.

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.

December 31, 2023, we had $157,555,000 of cash and cash equivalents.

As of December 31, 2023, we had no debt borrowed under our $35 million

Wells Fargo revolver, $823,000 outstanding under letters of credit and $34,177,000 available to borrow under the revolver.

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.

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):

Years ended December 31,

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 December 31, 2024, we had $148,620,000 of cash and cash equivalents.

As of December 31, 2024 we had no debt borrowed under our $35 million Wells Fargo revolver, $548,000 outstanding under letters of credit and $34,452,000 available to borrow under the revolver.

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.

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):

Twelve Months Ended

Total cash provided by (used for):

2 unchanged sentences

Financing activities 12,700 (4,166)

(Decrease) increase in cash and cash equivalents

Increase (decrease) in cash and cash equivalents $ (8,935) (19,942)

Outstanding debt at the beginning of the period 178,705 178,557

Outstanding debt at the end of the period 178,853 178,705

Operating Activities - Net cash provided by

operating activities in 2023 was $32,971,000 versus $22,338,000 in the same period last year.

The increase was primarily due to increases

in operating profit and interest income while the increased joint venture losses are reflected in investing activities.

At December 31, 2023, the Company was invested in

Treasury notes valued at $128,795,000 maturing through mid-2024.

The unrealized gain on these investments of $1,000 was recorded

as part of comprehensive income and was based on the estimated market value by Wells Fargo Bank, N.A.

Net cash provided by operating activities in 2022

was $22,338,000 versus $22,242,000 in 2021.

The Gain on remeasurement of investment in real estate partnership and related deferred income

taxes were both non-cash adjustments to net income to arrive at net cash provided by operating activities in 2021.

At December 31, 2022, the Company was invested in

Treasury notes valued at $161,585,000 maturing in late 2023.

The unrealized loss on these investments of $1,903,000 was recorded

as part of comprehensive income and was based on the estimated market value by Wells Fargo Bank, N.A.

As of December 31, 2023 the company had

deferred taxes of approximately $35 million associated with $143 million of gains on sales reinvested through Opportunity Zone investments.

These taxes are deferred until the earlier of the sale of the related investments or April 15, 2027 and 10% of gains are excluded from

tax once the investments are held five years plus an additional 5% is excluded at seven years.

Investing Activities – Net

cash used in investing activities in 2023 was $48,747,000 versus $23,196,000 in 2022.

Investments in properties was $11.2 million for

the twelve months ended December 31, 2023 and included the start of construction on a new speculative warehouse project in Aberdeen, MD

on Chelsea Road.

Investments in properties during the twelve months ended December 31, 2022 was $27.6 million which included the $11.6

million purchase of Astatula mining land, $6.7 million for 170 acres in Cecil County Maryland to accommodate 900,000 square feet of industrial

development, and the completion of the build-to-suite at 1941 62nd Street.

Investments in joint ventures was $46.7 million for

the twelve months ended December 31, 2023 and included $12 million for FRP’s share of a $20 million paydown of the loan at Bryant

Street, $19.6 million for our Aberdeen Overlook lending venture, $3.7 million for the impact of higher interest rates at Verge, and $2.5

million for predevelopment activities for our next potential apartment projects in Washington, D.C.

and in Greenville.

Investments in

joint ventures was $21.6 million for the twelve months ended December 31, 2022 and included $13.8 million for the lending ventures including

the Windlass loan and $3.6 million for our Estero joint venture.

Net cash used in investing activities in 2022 was

$23,196,000 versus cash provided by investing activities of $66,601,000 in 2021.

The decrease was due primarily due to increased investment

in properties of $11 million, increased investments in joint ventures of $8 million and reduced proceeds from sales of corporate bonds

of $65.6 million.

In 2022 the Company invested $11 million in mining land and $11 million to pay off debt in our BC Realty, LLC joint

Financing Activities – Net

cash used in financing activities in 2023 was $4,166,000 versus net cash provided by financing activities of $16,834,000 in the same period

last year primarily due the repurchase of Company stock, exercise of employee stock options and prior year $27.9 million contribution

for 20% ownership of Dock & Maren by our new limited partner (less $9.3 million distributed to MRP).

Net cash provided by financing activities

was $16,834,000 in 2022 versus cash used in financing activities of $1,231,000 in 2021 primarily due to the $27.9 million contribution

for 20% ownership of Dock & Maren by our new limited partner (less $9.3 million distributed to MRP) and prior year refinancing of

Dock 79 for $1.4 million more net of debt issuance costs than the amount matured.

Credit Facilities - On December 22,

2023, the Company entered into a 2023 Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank,

Operating Activities - Net cash provided by operating activities for the year ended December 31, 2024 was $28,986,000 versus $32,971,000 last year.

Income and NOI increased substantially but net cash provided by operating activities of the Company excludes the unconsolidated joint ventures where much of the increase occurred.

In addition, income tax payments increased $1,863,000 and accounts payable and accrued liabilities in the prior year increased $3,028,000 primarily due to the phase of construction of our latest warehouse.

Investing Activities - Net cash used in investing activities for the year ended December 31, 2024 was $50,621,000 versus $48,747,000 in the same period last year.

The $1.9 million increase was primarily due to a $40.0 million increase in property due to $31.7 million invested by the Company and Altman Logistics Properties (formerly doing business as BBX Logistics) in the consolidated warehouse joint ventures and active Company warehouse construction mostly offset by a $30.3 million decrease in investments in joint ventures due to lower capital calls and lending activity, and an $8.0 million increase in return of capital from joint ventures due to permanent financing at .408 Jackson and higher lending venture returns.

Financing Activities – Net cash provided by financing activities was $12,700,000 versus $4,166,000 required in the same period last year primarily due to $15.7 million of contributions from Altman Logistics Properties (formerly doing business as BBX Logistics) toward our consolidated partnerships versus the same period last year including $2.0 million repurchase of stock partially offset by the exercise of employee stock options.

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

The Credit Agreement modifies the Company’s prior $20 million 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.

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.

The credit agreement contains certain conditions and financial covenants, including a minimum

tangible net worth and dividend restriction.

As of December 31, 2023, these covenants would have limited our ability to pay dividends

to a maximum of $94 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.

Effective March 31, 2021, the

Company consolidated the assets (at current fair value), liabilities and operating results of our Riverfront Investment Partners II, LLC

partnership (The Maren) which was previously accounted for under the equity method.

As such the full amount of our mortgage loan was recorded

in the consolidated financial statements.

Cash Requirements – The Company expended

capital of $57,910,000 during 2023 for real estate development including investments in joint ventures.

These capital expenditures were

funded from cash and investments on hand and cash generated from operations.

The Company expects to invest $87 million into our existing

real estate holdings and joint ventures as well as new real estate assets and joint ventures during 2024, 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.

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 December 31, 2024, these covenants would have limited our ability to pay dividends to a maximum of $105 million combined.

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 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.

Cash Requirements – The Company expects to invest $62 million into our existing real estate holdings and joint ventures during 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 through 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

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 analysis, 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 analysis in estimating

our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP.

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

Twelve months ended 12/31/24 (in thousands)

Industrial and

Segment Development

Segment Multifamily

Segment Mining

Segment Unallocated

Net income (loss) $ 1,459 (3,098) (5,708) 8,219 5,588 6,460

2 unchanged sentences

Unrealized rents 7 — — — — 7

Gain on sale of real estate and other income

Gain on sale of real estate — — — 182 — 182

Interest income — 3,574 — — 7,538 11,112

Loss on sale of real estate

Unrealized rents — — 10 1,907 — 1,917

Professional fees — — 85 — — 85

Equity in loss of joint ventures — 2,049 9,266 44 — 11,359

Professional fees - other

Interest expense — — 2,972 — 178 3,150

Depreciation/amortization 1,444 171 7,936 636 — 10,187

Management Co.

Allocated Corporate Expenses

Net Operating Income

General and administrative 1,203 5,767 1,059 1,247 — 9,276

Net operating income (loss) 4,547 363 13,856 14,396 — 33,162

NOI of noncontrolling interest — — (6,326) — — (6,326)

3 unchanged sentences

Twelve months ended 12/31/23 (in thousands)

Segment Development

Segment Multifamily

Segment Mining

Segment Unallocated

Net Income (loss) $ 1,285 (8,043) (848) 7,682 4,806 4,882

1 unchanged sentence

Income (loss) before income taxes 1,762 (11,026) (1,006) 10,530 6,138 6,398

Gain on investment land sold

Unrealized rents 556 — 10 311 — 877

Gain on sale of real estate and other income — — 46 10 — 56

Interest income — 4,712 — — 6,185 10,897

Equity in (gain)/loss of Joint Venture

Loss on sale of real estate 2 — 1 — — 3

Equity in loss of Joint Ventures — 11,397 500 40 — 11,937

Professional fees - other — — 60 — — 60

Interest Expense — — 4,268 — 47 4,315

1 unchanged sentence

Management Co.

Indirect 529 2,471 444 525 — 3,969

Allocated Corporate Expenses 787 2,387 379 449 — 4,002

Net Operating Income (loss)

Net Operating Income 3,898 699 13,358 11,720 — 29,675

NOI of noncontrolling interest — — (6,081) — — (6,081)

Pro rata NOI from unconsolidated joint ventures

— 5,846 800 — — 6,646

Pro rata net operating income $ 3,898 6,545 8,077 11,720 — 30,240

The following tables represent the Joint Venture and

Development pro-rata NOI by project:

Development Segment:

Bryant Street

Twelve months ended

Multifamily Segment:

Twelve months ended

Joint Venture

OFF-BALANCE SHEET ARRANGEMENTS

The Company has outstanding letters of credit described

above under “Liquidity and Capital Resources.” The Company has guaranteed debt as described above under Note 12 Contingent

The Company unconsolidated Joint Ventures have debt as scheduled under “Investments in Joint Ventures”.

does not have any other off-balance sheet arrangements that either have, or are reasonably likely to have, a current or future material

effect on its financial condition.

The Company has outstanding letters of credit described above under “Liquidity and Capital Resources.” The Company has guaranteed debt as described in Note 12 Contingent Liabilities.

The Company's unconsolidated Joint Ventures have debt as scheduled under “Investments in Joint Ventures”.

The Company does not have any other off-balance sheet arrangements that either have, or are reasonably likely to have, a current or future material effect on its financial condition.

CRITICAL ACCOUNTING POLICIES

Management of the Company considers the following

accounting policies critical to the reported operations of the Company:

Management of the Company considers the following accounting policies critical to the reported operations of the Company:

Accounts Receivable and Unrealized Rents Valuation .

The Company is subject to customer credit risk that could affect the collection of outstanding accounts receivable and unrealized rents,

that is rents recorded on a straight-lined basis.

To mitigate these risks, the Company performs credit reviews on all new customers and

periodic credit reviews on existing customers.

A detailed analysis of late and slow pay customers is prepared monthly and reviewed by

senior management.

The overall collectability of outstanding receivables and straight-lined rents is evaluated and allowances are recorded

as appropriate.

The Company is subject to customer credit risk that could affect the collection of outstanding accounts receivable and unrealized rents, that is rents recorded on a straight-lined basis.

To mitigate these risks, the Company performs credit reviews on all new customers and periodic credit reviews on existing customers.

A detailed analysis of late and slow pay customers is prepared monthly and reviewed by senior management.

The overall collectability of outstanding receivables and straight-lined rents is evaluated and allowances are recorded as appropriate.

Significant changes in customer credit could require increased allowances and affect cash flows.

Net Real Estate Investments and Impairment

Net Real Estate Investments and Impairment of Assets .

Net real estate investments are recorded at cost less accumulated depreciation and depletion.

Provision for depreciation

of Net real estate investments is computed using the straight-line method based on the following estimated useful lives:

Depletion expense of is computed on the basis of units of production in relation to estimated sand and stone deposits.

Provision for depreciation of Net real estate investments is computed using the straight-line method based on the following estimated useful lives:

Buildings and improvements 3-39

Depletion expense of is computed on the

basis of units of production in relation to estimated sand and stone deposits.

The Company periodically reviews net real estate investments

for potential impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable.

review consists of comparing cap rates on recent cash flows and market value estimates to the carrying values of each asset group.

this review indicates the carrying value might exceed fair value then an estimate of future cash flows for the remaining useful life of

each property is prepared considering anticipated vacancy, lease rates, and any future capital expenditures.

Changes in estimates or assumptions

could have an impact on the Company’s financials.

All direct and indirect costs, including interest

and real estate taxes, associated with the development, construction, leasing or expansion of real estate investments are capitalized

as a development cost of the property.

Included in indirect costs is an estimate of internal costs associated with development and rental

of real estate investments.

The Company periodically reviews net real estate investments for potential impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable.

This review consists of comparing cap rates on recent cash flows and market value estimates to the carrying values of each asset group.

If this review indicates the carrying value might exceed fair value then an estimate of future cash flows for the remaining useful life of each property is prepared considering anticipated vacancy, lease rates, and any future capital expenditures.

Changes in estimates or assumptions could have an impact on the Company’s financials.

All direct and indirect costs, including interest and real estate taxes, associated with the development, construction, leasing or expansion of real estate investments are capitalized as a development cost of the property.

Included in indirect costs is an estimate of internal costs associated with development and rental of real estate investments.

Changes in estimates or assumptions could have an impact on the Company’s financials.

Accounting for Real Estate Investments.

Company accounts for its real estate investments which are not wholly owned using either the cost method, the equity method or by consolidation

with related non-controlling interest.

The Company accounts for its real estate investments which are not wholly owned using either the cost method, the equity method or by consolidation with related non-controlling interest.

Consolidation is required if the Company controls an investment and is the primary beneficiary.

Equity method is required when the Company has significant influence over the operating and financial policies of the investment but is

not in control or not the primary beneficiary.

Cost method applies when the Company does not have significant influence of the operating

and financial policies.

Equity method is required when the Company has significant influence over the operating and financial policies of the investment but is not in control or not the primary beneficiary.

Cost method applies when the Company does not have significant influence of the operating and financial policies.

Significant judgment is required and regular review as the facts change.

Income Taxes.

The Company accounts

for income taxes under the asset-and-liability method.

Deferred tax assets and liabilities represent items that will result in taxable

income or a tax deduction in future years for which the related tax expense or benefit has already been recorded in our statement of earnings.

Deferred tax accounts arise as a result of timing differences between when items are recognized in the Consolidated Financial Statements

compared with when they are recognized in the tax returns.

The Company assesses the likelihood that deferred tax assets will be recovered

from future taxable income.

To the extent recovery is not probable, a valuation allowance is established and included as an expense as

part of our income tax provision.

No valuation allowance was recorded at December 31, 2023, as all deferred tax assets are considered

more likely than not to be realized.

Significant judgment is required in determining and assessing the impact of complex tax laws and

certain tax-related contingencies on the provision for income taxes.

As part of the calculation of the provision for income taxes, we

assess whether the benefits of our tax positions are at least more likely than not of being sustained upon audit based on the technical

merits of the tax position.

For tax positions that are more likely than not of being sustained upon audit, we accrue the largest amount

of the benefit that is more likely than not of being sustained in our consolidated financial statements.

Such accruals require estimates

and judgments, whereby actual results could vary materially from these estimates.

Further, a number of years may elapse before a particular

matter, for which an established accrual was made, is audited and resolved.

Most of the Company’s operating expenses

are inflation-sensitive, with inflation generally producing increased costs of operations.

Substantially all of the Company’s royalty

agreements are based on a percentage of the sales price of the related mined items.

Substantially all lease agreements provide escalation

CONSOLIDATED STATEMENTS OF INCOME

– Years ended December 31

The Company accounts for income taxes under the asset-and-liability method.

Deferred tax assets and liabilities represent items that will result in taxable income or a tax deduction in future years for which the related tax expense or benefit has already been recorded in our statement of earnings.

Deferred tax accounts arise as a result of timing differences between when items are recognized in the Consolidated Financial Statements compared with when they are recognized in the tax returns.

The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income.

To the extent recovery is not probable, a valuation allowance is established and included as an expense as part of our income tax provision.

No valuation allowance was recorded at December 31, 2024, as all deferred tax assets are considered more likely than not to be realized.

Significant judgment is required in determining and assessing the impact of complex tax laws and certain tax-related contingencies on the provision for income taxes.

As part of the calculation of the provision for income taxes, we assess whether the benefits of our tax positions are at least more likely than not of being sustained upon audit based on the technical merits of the tax position.

For tax positions that are more likely than not of being sustained upon audit, we accrue the largest amount of the benefit that is more likely than not of being sustained in our consolidated financial statements.

Such accruals require estimates and judgments, whereby actual results could vary materially from these estimates.

Further, a number of years may elapse before a particular matter, for which an established accrual was made, is audited and resolved.

Most of the Company’s operating expenses are inflation-sensitive, with inflation generally producing increased costs of operations.

Substantially all of the Company’s royalty agreements are based on a percentage of the sales price of the related mined items.

Substantially all lease agreements provide escalation provisions.

CONSOLIDATED STATEMENTS OF INCOME – Years ended December 31

(in thousands, except per share amounts)

Years Ended December 31,

2024 2023 2022

Lease revenue $ 28,922 28,979 26,798

5 unchanged sentences

Property taxes 3,437 3,650 4,125

Management company indirect

Corporate expenses (Note 3 Related Party)

General and administrative 9,276 7,971 7,078

Total cost of operations 30,070 29,806 29,485

3 unchanged sentences

Equity in loss of joint ventures ( 11,359 ) ( 11,937 ) ( 5,721 )

Gain on remeasurement of investment in real estate partnership

Gain on sale of real estate and other income 182 53 874

1 unchanged sentence

Provision for income taxes 2,029 1,516 1,530

Net income 6,460 4,882 4,047

(Loss) gain attributable to noncontrolling interest 75 ( 420 ) ( 518 )

2 unchanged sentences

Net Income attributable to the Company -

Basic $ 0.34 0.28 0.24

Diluted $ 0.34 0.28 0.24

Number of shares (in thousands) used in computing:

2 unchanged sentences

See accompanying notes.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – Years

ended December 31

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – Years ended December 31

(In thousands)

Years Ended December 31,

2024 2023 2022

Net income $ 6,460 4,882 4,047

Other comprehensive income (loss) net of tax:

Unrealized gain (loss) on investments, net of income tax effect of $ 49 , $ 563 and $( 504 )

52 1,341 ( 1,358 )

Minimum pension liability, net of income tax effect of $( 10 ), $( 12 ) and $( 11 )

( 32 ) ( 30 ) ( 31 )

Comprehensive income $ 6,480 6,193 2,658

4 unchanged sentences

(In thousands, except share data)

2024 December 31,

Real estate investments at cost:

Land $ 168,943 141,602

Buildings and improvements 283,421 282,631

12 unchanged sentences

Deferred costs 2,136 3,091

Other assets 622 589

Total assets $ 728,485 709,166

Secured notes payable $ 178,853 178,705

8 unchanged sentences

Commitments and contingencies

Common stock, $ .10 par value

25,000,000 shares authorized,

9,484,224 and 9,459,686 shares issued

and outstanding, respectively

Common stock, $ .10 par value 25,000,000 shares authorized, 19,046,894 and 18,968,448 shares issued and outstanding, respectively

Capital in excess of par value 68,876 66,706

3 unchanged sentences

Noncontrolling interests 46,010 33,456

Total equity 469,113 447,976

Total liabilities and equity $ 728,485 709,166

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS –

Years ended December 31

CONSOLIDATED STATEMENTS OF CASH FLOWS – Years ended December 31

(In thousands)

2024 2023 2022

Cash flows from operating activities:

Adjustments to

reconcile net income to net cash provided by operating activities:

Net income $ 6,460 4,882 4,047

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, depletion and amortization 10,390 10,975 11,462

Deferred income taxes ( 1,768 ) 1,496 1,813

Gain on remeasurement of invest in real estate partnership

Equity in loss of joint ventures 11,359 11,937 5,721

13 unchanged sentences

Proceeds from sales of investments available for sale — — 4,317

Cash at consolidation of real estate partnership

Cash held in escrow ( 455 ) ( 63 ) ( 45 )

2 unchanged sentences

Cash flows from financing activities:

Proceeds from long-term debt

Repayment of long-term debt

Debt issue costs

Contribution from partner

Distribution to noncontrolling interest

Contribution from noncontrolling interest 15,706 — 27,894

Distribution to noncontrolling interests ( 3,227 ) ( 3,190 ) ( 11,472 )

Repurchase of Company stock — ( 2,000 ) —

6 unchanged sentences

Cash paid (received) during the year for:

Interest $ 2,971 4,165 2,893

Income taxes $ 2,790 927 ( 1,761 )

See accompanying notes.

1 unchanged sentence

(In thousands, except share amounts)

Common Stock Capital in

Par Value Retained

Earnings Accumu-

Interest Total

Shares Amount

Balance at January 1, 2022 18,822,056 $ 1,882 $ 56,676 $ 337,752 $ 113 $ 396,423 $ 28,827 $ 425,250

5 unchanged sentences

Restricted stock award 42,928 4 ( 4 ) — — — — —

Shares purchased and cancelled

Contributions from partners

Forfeiture of restricted stock award ( 2,726 ) — — — — — — —

Net income — — — 4,565 — 4,565 ( 518 ) 4,047

Contributions from partner — — — — — — 27,894 27,894

Reallocation of partners’ interest — — 7,665 — — 7,665 ( 7,665 ) —

Reallocation income tax expense — — ( 2,100 ) — — ( 2,100 ) — ( 2,100 )

Distributions to partners — — — — — — ( 11,472 ) ( 11,472 )

2 unchanged sentences

Balance at December 31, 2022 18,919,372 $ 1,892 $ 64,212 $ 342,317 $ ( 1,276 ) $ 407,145 $ 37,066 $ 444,211

Balance at December 31, 2021

Exercise of stock options 49,710 5 1,019 — — 1,024 — 1,024

4 unchanged sentences

Restricted stock award 50,568 5 ( 5 ) — — — — —

Forfeiture of restricted stock award

Contributions from partner

Reallocation of partners’ interest

Reallocation income tax expense

Shares purchased and cancelled ( 73,818 ) ( 7 ) ( 256 ) ( 1,737 ) — ( 2,000 ) — ( 2,000 )

Net income — — — 5,302 — 5,302 ( 420 ) 4,882

Distributions to partners — — — — — — ( 3,190 ) ( 3,190 )

Minimum pension liability, net — — — — ( 30 ) ( 30 ) — ( 30 )

Unrealized loss on investment, net

Balance at December 31, 2022

Unrealized gains on investment, net — — — — 1,341 1,341 — 1,341

Balance at December 31, 2023 18,968,448 $ 1,897 $ 66,706 $ 345,882 $ 35 $ 414,520 $ 33,456 $ 447,976

2 unchanged sentences

Restricted stock compensation — — 1,279 — — 1,279 — 1,279

Shares granted to Employee

Shares granted to Directors 19,356 2 598 — — 600 — 600

Restricted stock award 42,670 4 ( 4 ) — — — — —

Shares purchased and cancelled

Net income — — — 6,385 — 6,385 75 6,460

Contributions from partner — — — — — — 15,706 15,706

Distributions to partners — — — — — — ( 3,227 ) ( 3,227 )

5 unchanged sentences

ORGANIZATION - FRP Holdings, Inc.

(the “Company”)

is a holding company engaged in the investment and development of real estate.

(the “Company” or "FRP") 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, 1988.

FRP is a holding company engaged in various real estate businesses.

The segments of the Company include:

(i) leasing and management

of industrial and commercial properties owned by the Company (the “Industrial and Commercial 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 apartment, retail, warehouse, and office (the “Development Segment”), (iv) management

of mixed-use residential/retail properties owned through our joint ventures (the “Multifamily Segment”).

During the 4 th

quarter of 2023, the Company renamed two of its reportable segments in order to clearly define projects within those segments.

Management segment was renamed the Industrial and Commercial segment and the Stabilized Joint Venture segment was renamed the Multifamily

There was no impact on consolidated total revenues, total cost of operations, operating profit, net earnings per share, or segment

operating results as a result of these changes.

FRP Holdings, Inc.

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 (“Development”) and Florida Rock Properties, Inc., a Florida corporation (“Properties”),

and the various subsidiaries and joint ventures of each.

CONSOLIDATION - The consolidated financial

statements include the accounts of the Company inclusive of our operating real estate subsidiaries, Development and Properties, and all

wholly-owned or controlled entities.

Our investments in real estate partnerships which are conducted through limited liability corporations

(“LLC”) are also referred to as joint ventures.

Investments in real estate joint ventures not controlled by the Company are

accounted for under the equity or cost method of accounting as appropriate (See Note 2).

All significant intercompany balances and transactions

are eliminated in the consolidated financial statements.

Effective July 1, 2017 the Company consolidated

the assets (at fair value), liabilities and operating results of our Riverfront Investment Partners I, LLC joint venture (“Dock

79”) which was previously accounted for under the equity method.

Subsequent to the July 1, 2017 consolidation, the ownership of

Dock 79 attributable to our partner MRP Realty is reflected on our consolidated balance sheet as a noncontrolling interest.

In March 2021,

Riverfront Investment Partners II, LLC reached stabilization which resulted in a change of control for accounting purposes as the veto

rights of the minority shareholder lapsed and the Company became the primary beneficiary.

As such, effective March 31, 2021 the Company

consolidated the assets (at fair value), liabilities and operating results of our Riverfront Investment Partners II, LLC joint venture

(“The Maren”) which was previously accounted for under the equity method.

Subsequent to the March 31, 2021 consolidation,

the ownership of The Maren attributable to our partner MRP Realty is reflected on our consolidated balance sheet as a noncontrolling interest.

Such noncontrolling interests are reported on the Consolidated Balance Sheets within equity but separately from shareholders' equity.

On the Consolidated Statements of Income, all of the revenues and expenses from Dock 79 are reported in net income, including both the

amounts attributable to the Company and the noncontrolling interest.

The Maren is reflected in Equity in loss of joint ventures on the

Consolidated Statements of Income for the periods up to March 31, 2021 but is reflected like Dock 79 for periods commencing April 1, 2021.

The amounts of consolidated net income attributable to the noncontrolling interest is clearly identified on the accompanying Consolidated

Statements of Income.

In 2022 we sold a 20 % ownership interest in a tenancy-in-common (TIC) of Dock 79 and The Maren to a new partner

Steuart Investment Company (SIC).

The Company continues to consolidate both properties because of continued control over major decisions

for both properties.

CASH AND CASH EQUIVALENTS - The Company

considers all Treasury bills available for sale regardless of maturity and other highly liquid debt instruments with maturities of three

months or less at time of purchase to be cash equivalents.

Bank overdrafts consist of outstanding checks not yet presented to a bank for

settlement, net of cash held in accounts with right of offset.

INVESTMENTS AVAILABLE FOR SALE - The Company

determines the appropriate classification of its investments in debt securities at the time of purchase and reevaluates such determinations

at each balance sheet date.

(i) leasing and management of industrial and commercial properties (the “Industrial and Commercial 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 apartment, retail, industrial, and office (the “Development Segment”), (iv) management of mixed-use residential/retail properties owned through our joint ventures (the “Multifamily Segment”).

Our investments in real estate partnerships not wholly owned by FRP which are conducted through limited liability corporations (“LLC”) are also referred to as joint ventures.

COMMON STOCK SPLIT - On April 12, 2024, the Company effected a 2 -for-1 forward split of its common stock in the nature of a dividend.

All share and per share information, including share-based compensation, throughout this report have been retroactively adjusted to reflect the stock split.

The shares of common stock retain a par value of $ .10 per share.

Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from capital in excess of par value to common stock.

CONSOLIDATION - The accompanying consolidated financial statements include the accounts of FRP Holdings, Inc.

inclusive of our wholly owned operating real estate subsidiaries, FRP Development Corp., Florida Rock Properties, Inc., and consolidated partnerships Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, Lakeland Logistics Park Venture, LLC, and Davie Logistics Park Venture, LLC.

Investments in real estate joint ventures not controlled by the Company are accounted for under the equity or cost method of accounting as appropriate (See Note 2).

All significant intercompany balances and transactions are eliminated in the consolidated financial statements.

The Company consolidates properties that are wholly-owned and joint ventures where it owns less than 100% but has control over the activities most important to the overall success of the partnership.

Control is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities.

For joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the primary beneficiary.

Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.

The ownership of our partners in the joint ventures that the Company consolidates is accounted for as noncontrolling interests on the consolidated financial statements.

Our investments accounted for under the equity method of accounting are detailed in Note 2.

Our ownership of Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, Lakeland Logistics Park Venture, LLC, and Davie Logistics Park Venture, LLC includes a non-controlling interest representing the ownership of our partners.

CASH AND CASH EQUIVALENTS - The Company considers all Treasury bills available for sale regardless of maturity and other highly liquid debt instruments with maturities of three months or less at time of purchase to be cash equivalents.

Bank overdrafts consist of outstanding checks not yet presented to a bank for settlement, net of cash held in accounts with right of offset.

INVESTMENTS AVAILABLE FOR SALE - The Company determines the appropriate classification of its investments in debt securities at the time of purchase and reevaluates such determinations at each balance sheet date.

Debt securities are classified as held to maturity when the Company has the positive intent and ability to

hold the securities to maturity.

Marketable securities that are bought and held principally for the purpose of selling them in the near

term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings.

securities not classified as held to maturity or as trading, are classified as available-for-sale, and are carried at fair value, with

the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in the Consolidated Statements

of Comprehensive Income.

Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings.

Debt securities not classified as held to maturity or as trading, are classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in the Consolidated Statements of Comprehensive Income.

The fair value of securities is determined using quoted market prices.

At December 31, 2023 and 2022, no investments

were held for trading purposes or classified as held to maturity.

REVENUE AND EXPENSE RECOGNITION - Lease

revenues are generally recognized when earned under the leases and are considered collectable.

Rental income from leases with scheduled

increases or other incentives during their term is recognized on a straight-line basis over the term of the lease.

Reimbursements of expenses,

when provided in the lease, are recognized in the period that the expenses are incurred.

Mining royalty revenues are recognized when

the performance obligation is satisfied which is when the sand or stone mined and processed by the lessee is sold and removed from the

Our typical mining lease requires the tenant to pay the Company a monthly royalty in arrears based on the number of tons of

mined materials sold from our mining property multiplied by a percentage of the average annual sales price per ton sold from the prior

In certain locations, typically where the sand and stone deposits on the property have been depleted but the tenant still

has a need for the leased land, we collect a minimum annual rental amount but this is not the predominant component of mining royalties

At December 31, 2024 and 2023, no investments were held for trading purposes or classified as held to maturity.

REVENUE AND EXPENSE RECOGNITION - Lease revenues are generally recognized when earned under the leases and are considered collectable.

Rental income from leases with scheduled increases or other incentives during their term is recognized on a straight-line basis over the term of the lease.

Reimbursements of expenses, when provided in the lease, are recognized in the period that the expenses are incurred.

Mining royalty revenues are recognized when the performance obligation is satisfied which is when the sand or stone mined and processed by the lessee is sold and removed from the property.

Our typical mining lease requires the tenant to pay the Company a monthly royalty in arrears based on the number of tons of mined materials sold from our mining property multiplied by a percentage of the average annual sales price per ton sold from the prior fiscal year.

In certain locations, typically where the sand and stone deposits on the property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount but this is not the predominant component of mining royalties revenues.

As such both mining royalty revenues and minimum annual rents are recognized as revenues from contracts with customers.

royalty revenues accounts receivable were $ 465,000 , $ 618,000 and $ 388,000 at December 31, 2023, 2022 and 2021 respectively and there were

no receivables from minimum rents.

Mining royalties deferred revenue liabilities were $ 325,000 , $ 47,000 and $ 249,000 at December 31, 2023,

2022 and 2021 respectively.

Sales of real estate are recognized when

the collection of the sales price is reasonably assured and when the Company has fulfilled substantially all of its obligations, which

are typically as of the closing date.

Accounts receivable are recorded net of

discounts and provisions for estimated allowances.

Mining royalty revenues accounts receivable were $ 647,000 , $ 465,000 and $ 618,000 at December 31, 2024, 2023 and 2022 respectively and there were no receivables from minimum rents.

Mining royalties deferred revenue liabilities were $ 1,908,000 , $ 325,000 and $ 47,000 at December 31, 2024, 2023 and 2022 respectively.

Sales of real estate are recognized when the collection of the sales price is reasonably assured and when the Company has fulfilled substantially all of its obligations, which are typically as of the closing date.

Accounts receivable are recorded net of discounts and provisions for estimated allowances.

We estimate allowances on an ongoing basis by considering historical and current trends.

We record estimated bad debts expense as a reduction of lease revenue.

We estimate the net collectibility of our accounts receivable and

establish an allowance for doubtful accounts based upon this assessment.

Specifically, we analyze the aging of accounts receivable balances,

historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms.

PROPERTY AND EQUIPMENT - Property and equipment

is recorded at cost less accumulated depreciation and depletion.

Provision for depreciation of property, plant and equipment is computed

using the straight-line method based on the following estimated useful lives:

We estimate the net collectibility of our accounts receivable and establish an allowance for doubtful accounts based upon this assessment.

Specifically, we analyze the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms.

PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost less accumulated depreciation and depletion.

Provision for depreciation of property, plant and equipment is computed using the straight-line method based on the following estimated useful lives:

Building and improvements 3 - 39

Depletion expense is computed on the basis

of units of production in relation to estimated sand and stone deposits.

Remaining sand and stone deposit estimates

are periodically adjusted based upon surveys.

The Company recorded depreciation and depletion

expenses for fiscal year 2023, 2022 and 2021, of $ 10,668,000 , $ 10,618,000 and $ 8,806,000 , respectively.

All direct and indirect costs, including

interest and real estate taxes, associated with the development, construction, leasing or expansion of real estate investments are capitalized

as a cost of the property.

Depletion expense is computed on the basis of units of production in relation to estimated sand and stone deposits.

Remaining sand and stone deposit estimates are periodically adjusted based upon surveys.

The Company recorded depreciation and depletion expenses for fiscal year 2024, 2023 and 2022, of $ 10,004,000 , $ 10,668,000 and $ 10,618,000 , respectively.

Included in indirect costs is an allocation of internal costs associated with development of real estate investments.

The cost of routine repairs and maintenance to property and equipment is expensed as incurred.

IMPAIRMENT OF LONG-LIVED ASSETS –

The Company reviews its long-lived assets, which include property and equipment and purchased intangible assets subject to amortization

for potential impairment annually or whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable.

IMPAIRMENT OF LONG-LIVED ASSETS – The Company reviews its long-lived assets, which include property and equipment and purchased intangible assets subject to amortization for potential impairment annually or whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable.

This review consists of comparing cap rates on recent cash flows and market value estimates to the carrying values of each asset group.

If this review indicates the carrying value might exceed fair value then an estimate of future cash flows for the remaining useful life

of each property is prepared considering anticipated vacancy, lease rates, and any future capital expenditures.

DEVELOPED PROPERTY RENTALS PURCHASE ACCOUNTING

– Acquisitions of rental property, including any associated intangible assets, are measured at fair value at the date of acquisition.

DEVELOPED PROPERTY RENTALS PURCHASE ACCOUNTING – Acquisitions of rental property, including any associated intangible assets, are measured at fair value at the date of acquisition.

Any liabilities assumed or incurred are recorded at their fair value at the time of acquisition.

The fair value of the acquired property

is allocated between land and building (on an as-if vacant basis) based on management’s estimate of the fair value of those components

for each type of property and to tenant improvements based on the depreciated replacement cost of the tenant improvements, which approximates

their fair value.

The fair value of the acquired property is allocated between land and building (on an as-if vacant basis) based on management’s estimate of the fair value of those components for each type of property and to tenant improvements based on the depreciated replacement cost of the tenant improvements, which approximates their fair value.

The fair value of the in-place leases is recorded as follows:

· the fair value of leases

in-place on the date of acquisition is based on absorption costs for the estimated lease-up period in which vacancy and foregone revenue

are avoided due to the presence of the acquired leases;

· the fair value of above

and below-market in-place leases based on the present value (using a discount rate that reflects the risks associated with the acquired

leases) of the difference between contractual rent amounts to be paid under the assumed lease and the estimated market lease rates for

the corresponding spaces over the remaining non-cancelable terms of the related leases;

· the fair value of intangible

tenant or customer relationships.

The Company’s determination of these

fair values requires it to estimate market rents for each of the leases and make certain other assumptions.

These estimates and assumptions

affect the rental revenue, and depreciation and amortization expense recognized for these leases and associated intangible assets and

INVESTMENTS IN JOINT VENTURES - The Company

uses the equity method to account for its investments in Brooksville, BC FRP Realty, Estero, FRP/MRP Buzzard Point Sponsor, and Greenville/Woodfield,

in which it has a voting interest of 50 % or less and has significant influence but does not have control.

The Company uses the equity

method to account for its investment in the Bryant Street Partnerships and The Verge at 1800 Half Street, in which it has a voting interest

in excess of 50% because all major decisions are shared equally.

Under the equity method, the investment is originally recorded at cost

and adjusted to recognize the Company’s share of net earnings or losses of the investee, limited to the extent of the Company’s

investment in and advances to the investee and financial guarantees on behalf of the investee that create additional basis.

regularly monitors and evaluates the realizable value of its investments.

When assessing an investment for an other-than-temporary decline

in value, the Company considers such factors as, the performance of the asset in relation to its own operating targets and its business

plan, the investee’s revenue and cost trends, as well as liquidity and cash position, and the outlook for the overall industry in

which the investee operates.

• the fair value of leases in-place on the date of acquisition is based on absorption costs for the estimated lease-up period in which vacancy and foregone revenue are avoided due to the presence of the acquired leases;

• the fair value of above and below-market in-place leases based on the present value (using a discount rate that reflects the risks associated with the acquired leases) of the difference between contractual rent amounts to be paid under the assumed lease and the estimated market lease rates for the corresponding spaces over the remaining non-cancelable terms of the related leases;

• the fair value of intangible tenant or customer relationships.

The Company’s determination of these fair values requires it to estimate market rents for each of the leases and make certain other assumptions.

These estimates and assumptions affect the rental revenue, and depreciation and amortization expense recognized for these leases and associated intangible assets and liabilities.

INVESTMENTS IN JOINT VENTURES - The Company uses the equity method to account for its investments in Brooksville, BC FRP Realty, Estero, FRP/MRP Buzzard Point Sponsor, and Greenville/Woodfield, in which it has a voting interest of 50 % or less and has significant influence but does not have control.

The Company uses the equity method to account for its investment in the Bryant Street Partnerships and The Verge at 1800 Half Street, in which it has a voting interest in excess of 50 % because all major decisions are shared equally.

Under the equity method, the investment is originally recorded at cost and adjusted to recognize the Company’s share of net earnings or losses of the investee, limited to the extent of the Company’s investment in and advances to the investee and financial guarantees on behalf of the investee that create additional basis.

The Company regularly monitors and evaluates the realizable value of its investments.

When assessing an investment for an other-than-temporary decline in value, the Company considers such factors as, the performance of the asset in relation to its own operating targets and its business plan, the investee’s revenue and cost trends, as well as liquidity and cash position, and the outlook for the overall industry in which the investee operates.

From time to time, the Company may consider third party evaluations or valuation reports.

If events and circumstances

indicate that a decline in the value of these assets has occurred and is other-than-temporary, the Company records a charge to investment

income (expense).

INCOME TAXES - Deferred tax assets and liabilities

are recognized based on differences between financial statement and tax bases of assets and liabilities using presently enacted tax rates.

Deferred income taxes result from temporary

differences between pre-tax income reported

in the financial statements and taxable income.

If events and circumstances indicate that a decline in the value of these assets has occurred and is other-than-temporary, the Company records a charge to investment income (expense).

INCOME TAXES - Deferred tax assets and liabilities are recognized based on differences between financial statement and tax bases of assets and liabilities using presently enacted tax rates.

Deferred income taxes result from temporary differences between pre-tax income reported in the financial statements and taxable income.

The Company recognizes liabilities for uncertain tax positions based on a two-step process.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is

more likely than not that the position will be sustained on audit.

step is to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement.

It is inherently difficult and subjective to estimate such amounts, as the amounts rely upon the determination of the probability of various

possible outcomes.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit.

The second step is to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement.

It is inherently difficult and subjective to estimate such amounts, as the amounts rely upon the determination of the

probability of various possible outcomes.

The Company reevaluates these uncertain tax positions on a quarterly basis.

This evaluation is based on factors including,

but not limited to, changes in facts or circumstances, changes in tax law and expiration of statutes of limitations, effectively settled

issues under audit, and audit activity.

Such a change in recognition or measurement would result in the recognition of a tax benefit or

an additional charge to the tax provision.

It is the Company's policy to recognize as additional income tax expense the items of interest

paid and penalties directly related to income taxes.

STOCK BASED COMPENSATION – The Company

accounts for compensation related to share based plans by recognizing the grant date fair value of stock options and other equity-based

compensation issued to employees in its income statement over the requisite employee service period using the straight-line attribution

In addition, compensation expense must be recognized for the change in fair value of any awards modified, repurchased or cancelled

after the grant date.

This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law and expiration of statutes of limitations, effectively settled issues under audit, and audit activity.

Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

It is the Company's policy to recognize as additional income tax expense the items of interest paid and penalties directly related to income taxes.

STOCK BASED COMPENSATION – The Company accounts for compensation related to share based plans by recognizing the grant date fair value of stock options and other equity-based compensation issued to employees in its income statement over the requisite employee service period using the straight-line attribution model.

In addition, compensation expense must be recognized for the change in fair value of any awards modified, repurchased or cancelled after the grant date.

The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model.

assumptions used in the model and current year impact are discussed in Note 7.

DEFERRED COMPENSATION PLAN - The Company

has a deferred compensation plan, the Management Security Plan (MSP) for our President.

The accruals for future benefits are based upon

actuarial assumptions.

EARNINGS PER COMMON SHARE - Basic earnings

per common share are based on the weighted average number of common shares outstanding during the periods.

Diluted earnings per common

share are based on the weighted average number of common shares and potential dilution of securities that could share in earnings.

differences between basic and diluted shares used for the calculation are the effect of employee and director stock options and restricted

USE OF ESTIMATES - The preparation of financial

statements in conformity with accounting principles generally accepted in the United State requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

The assumptions used in the model and current year impact are discussed in Note 7.

DEFERRED COMPENSATION PLAN - The Company has a deferred compensation plan, the Management Security Plan (MSP) for our former President.

The accruals for future benefits are based upon actuarial assumptions.

EARNINGS PER COMMON SHARE - Basic earnings per common share are based on the weighted average number of common shares outstanding during the periods.

Diluted earnings per common share are based on the weighted average number of common shares and potential dilution of securities that could share in earnings.

The differences between basic and diluted shares used for the calculation are the effect of employee and director stock options and restricted stock.

USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Certain accounting policies and estimates

are of more significance in the financial statement preparation process than others.

The most critical accounting policies and estimates

include the economic useful lives of our estimated remaining sand and stone deposits, property and equipment, provisions for uncollectible

accounts receivable and collectibility of unrealized rents, accounting for real estate investments, estimates of exposures related to

our insurance claims plans and environmental liabilities, and estimates for taxes.

To the extent that actual, final outcomes are different

than these estimates, or that additional facts and circumstances result in a revision to these estimates, earnings during that accounting

period will be affected.

ENVIRONMENTAL - Environmental expenditures

that benefit future periods are capitalized.

Expenditures that relate to an existing condition caused by past operations, and which do

not contribute to current or future revenue generation, are expensed.

Liabilities are recorded for the estimated amount of expected environmental

assessments and/or remedial efforts.

Estimation of such liabilities includes an assessment of engineering estimates, continually evolving

governmental laws and standards, and potential involvement of other potentially responsible parties.

COMPREHENSIVE INCOME – Comprehensive

income consists of net income and other comprehensive income (loss).

Other comprehensive income (loss) refers to expenses, gains, and

losses that are not included in net income, but rather are recorded directly in shareholders’ equity.

RECENTLY ISSUED ACCOUNTING STANDARDS – In June

2016, the Financial Accounting Standards Board

(FASB) issued Accounting Standards Update (ASU) 2016

- 13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate

credit losses on certain types of financial instruments.

This standard was effective for the Company as of January 1, 2023.

no impact on our financial statements at adoption.

Certain accounting policies and estimates are of more significance in the financial statement preparation process than others.

The most critical accounting policies and estimates include the economic useful lives of our estimated remaining sand and stone deposits, property and equipment, provisions for uncollectible accounts receivable and collectibility of unrealized rents, accounting for real estate investments, estimates of exposures related to our insurance claims plans and environmental liabilities, and estimates for taxes.

To the extent that actual, final outcomes are different than these estimates, or that additional facts and circumstances result in a revision to these estimates, earnings during that accounting period will be affected.

ENVIRONMENTAL - Environmental expenditures that benefit future periods are capitalized.

Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.

Liabilities are recorded for the estimated amount of expected environmental assessments and/or remedial efforts.

Estimation of such liabilities includes an assessment of engineering estimates, continually evolving governmental laws and standards, and potential involvement of other potentially responsible parties.

COMPREHENSIVE INCOME – Comprehensive income consists of net income and other comprehensive income (loss).

Other comprehensive income (loss) refers to expenses, gains, and losses that are not included in net income, but rather are recorded directly in shareholders’ equity.

RECENTLY ISSUED ACCOUNTING STANDARDS – In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023 - 07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures," which requires disclosure of the significant segment expense categories that are regularly provided to the chief operating decision maker (CODM) and disclosure of

the individual or committee identified as the CODM beginning with our 10-K for 2024.

We adopted this ASU retrospectively on December 31, 2024.

Refer to Note 10, Business Segments for the inclusion of the new required disclosures.

In December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU requires additional information about the effective tax rate reconciliation and income taxes paid beginning with our 10-K for 2025.

We are evaluating the impact of this standard on our income tax disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40).

The ASU requires the disaggregated disclosure of specific expense categories, including employee compensation, depreciation, and amortization, within relevant income statement captions.

The ASU is effective beginning with our 10-K for 2027.

We are evaluating the impact of this standard on our disclosures.

Investments in Joint Ventures.

The Company has investments in joint ventures, primarily

with other real estate developers.

Joint ventures where FRP is not the primary beneficiary 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 assets of

these joint ventures are restricted to use by the joint ventures and their obligations can only be settled by their assets or additional

contributions by the partners.

The following table summarizes the Company’s

investments in unconsolidated joint ventures (in thousands):

The Company has investments in joint ventures, primarily with other real estate developers.

Joint ventures where FRP is not the primary beneficiary 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 assets of these joint ventures are restricted to use by the joint ventures and their obligations can only be settled by their assets or additional contributions by the partners.

The following table summarizes the Company’s investments in unconsolidated joint ventures (in thousands):

Ownership Total

Investment Total Assets of

The Partnership Profit (Loss)

Of the Partnership The

Share of Profit

Total Assets of

Profit (Loss)

(Loss) of the

The Partnership

Of the Partnership

Partnership (1)

8 unchanged sentences

Greenville Partnerships 40.00 % 5,881 97,577 ( 2,900 ) ( 1,160 )

The Company is currently negotiating with MRP concerning

an ownership adjustment related to the Bryant Street stabilization and conversion of FRP preferred equity to common equity which will

be effective in 2024.

The major classes of assets, liabilities and equity

of the Company’s Investments in Joint Ventures as of December 31, 2023, are summarized in the following two tables (in thousands):

Investments in Multifamily Joint

Ventures as of December 31, 2023

Total $ 153,899 517,039 ( 17,338 ) ( 11,359 )

As of December 31, 2023

Brooksville Quarry, LLC 50.00 % $ 7,552 14,439 ( 82 ) ( 41 )

BC FRP Realty, LLC 50.00 % 5,039 22,454 ( 632 ) ( 316 )

Buzzard Point Sponsor, LLC 50.00 % 2,326 4,652 — —

Bryant Street Partnerships 61.36 % 71,786 202,634 ( 10,296 ) ( 4,558 )

Lending ventures 27,695 17,117 — —

Estero Partnership 16.00 % 3,600 38,652 — —

Verge Partnership 61.37 % 36,665 130,173 ( 9,039 ) ( 5,547 )

Greenville Partnerships 40.00 % 11,403 98,223 ( 3,687 ) ( 1,475 )

Total $ 166,066 528,344 ( 23,736 ) ( 11,937 )

The Company completed negotiations with MRP concerning the ownership adjustment related to the Bryant Street stabilization and conversion of FRP preferred equity to common equity resulting in FRP ownership of 72.10 % effective in 2024 compared to 61.36 % prior ownership.

See Note 12 regarding debt guarantee gain included in the Company's share of loss of Bryant Street Partnership in 2023.

The major classes of assets, liabilities and equity of the Company’s unconcolidated partnerships as of December 31, 2024, are summarized in the following two tables (in thousands):

As of December 31, 2024

Buzzard Point

Bryant Street

Sponsor, LLC Bryant Street

Partnership Estero

Partnership Verge

Partnership Greenville

Partnership Total

Investments in real estate, net $ 0 180,928 40,733 124,010 94,020 $ 439,691

2 unchanged sentences

Deferred costs 4,892 1,406 0 138 195 6,631

Total Assets $ 4,892 194,390 41,346 126,399 97,577 $ 464,604

Secured notes payable $ 0 108,084 16,000 68,242 79,829 $ 272,155

3 unchanged sentences

Total Liabilities and Capital $ 4,892 194,390 41,346 126,399 97,577 $ 464,604

in Joint Ventures as of December 31, 2023

As of December 31, 2024

Quarry, LLC BC FRP

Realty, LLC Lending

Ventures Total

Multifamily Grand

Investments in real estate, net $ 14,354 20,956 16,007 439,691 $ 491,008

2 unchanged sentences

Deferred costs 1 313 0 6,631 6,945

Total Assets $ 14,498 21,930 16,007 464,604 $ 517,039

Secured notes payable $ 0 10,315 ( 10,157 ) 272,155 $ 272,313

3 unchanged sentences

Total Liabilities and Capital $ 14,498 21,930 16,007 464,604 $ 517,039

The Company’s capital recorded by the unconsolidated

Joint Ventures is $ 5,291,000 less than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due

primarily to capitalized interest.

The major classes of assets, liabilities and equity

of the Company’s Investments in Joint Ventures as of December 31, 2022 are summarized in the following two tables (in thousands):

Investments in Multifamily Joint

Ventures as of December 31, 2022

The Company’s capital recorded by the unconsolidated Joint Ventures is $ 5,460,000 less than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due primarily to capitalized interest.

The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of December 31, 2023 are summarized in the following two tables (in thousands):

As of December 31, 2023

Buzzard Point

Bryant Street

Sponsor, LLC Bryant Street

Partnership Estero

Partnership Verge

Partnership Greenville

Partnership Total

Investments in real estate, net $ 0 187,616 35,576 128,154 95,911 $ 447,257

2 unchanged sentences

Deferred costs 4,652 738 0 293 185 5,868

Total Assets $ 4,652 202,634 38,652 130,173 98,223 $ 474,334

Secured notes payable $ 0 107,084 16,000 72,691 66,434 $ 262,209

3 unchanged sentences

Total Liabilities and Capital $ 4,652 202,634 38,652 130,173 98,223 $ 474,334

Investments in Joint

Ventures as of December 31, 2022

As of December 31, 2023

Quarry, LLC BC FRP

Realty, LLC Lending

Ventures Multifamily Grand

Investments in real estate, net $ 14,358 21,503 17,117 447,257 $ 500,235

2 unchanged sentences

Deferred costs 1 360 0 5,868 6,229

Total Assets $ 14,439 22,454 17,117 474,334 $ 528,344

Secured notes payable $ 0 12,086 ( 10,578 ) 262,209 $ 263,717

3 unchanged sentences

Total Liabilities and Capital $ 14,439 22,454 17,117 474,334 $ 528,344

The amount of consolidated retained earnings (accumulated

deficit) for these joint ventures was $ ( 21,823,000 ) and $ ( 13,115,000 ) as of December 31, 2023 and December 31, 2022, respectively.

The income statements of the Bryant Street Partnerships

are as follows (in thousands):

Bryant Street

The amount of consolidated retained earnings (accumulated deficit) for these joint ventures was $( 30,513,000 ) and $( 21,823,000 ) as of December 31, 2024 and December 31, 2023, respectively.

The income statements of the Bryant Street Partnerships are as follows (in thousands):

Bryant Street

December 31, Bryant Street

Company Share

December 31, Bryant Street

Company Share

2024 2023 2024 2023

Rental Revenue $ 13,675 $ 12,633 $ 9,857 $ 7,751

9 unchanged sentences

Net loss before tax $ ( 8,631 ) $ ( 10,296 ) $ ( 6,721 ) $ ( 4,558 )

The income statements of the Greenville Partnerships

are as follow (in thousands):

The income statements of the Greenville Partnerships are as follow (in thousands):

December 31, Greenville

Company Share

December 31, Greenville

Company Share

2024 2023 2024 2023

Rental Revenue $ 8,918 $ 7,058 $ 3,567 $ 2,823

9 unchanged sentences

Net loss before tax $ ( 2,900 ) $ ( 3,687 ) $ ( 1,160 ) $ ( 1,475 )

The income statements of the Verge Partnership are

as follows (in thousands):

The income statements of the Verge Partnership are as follows (in thousands):

December 31, Verge

Company Share

December 31, Verge

Company Share

2024 2023 2024 2023

Rental Revenue $ 7,252 $ 3,575 $ 4,451 $ 2,194

10 unchanged sentences

Related Party Transactions.

The Company is a party to an Administrative

Services Agreement which resulted from our January 30, 2015 spin-off of Patriot Transportation Holding, Inc.

The Administrative

Services Agreement sets forth the terms on which Patriot will provide to FRP certain services that were shared prior to the Spin-off,

including the services of certain employees and executive officers.

The boards of the respective companies amended and extended this agreement

for one year effective April 1, 2023.

The consolidated statements of income reflect

charges and/or allocation from Patriot for these services of $ 925,000 and $ 893,000 for 2023 and 2022, respectively.

These charges are

reflected as part of corporate expenses.

To determine these allocations between FRP

and Patriot as set forth in the Administrative Services Agreement, we employ an allocation method to allocate said expenses and thus we

believe that the allocations to FRP are a reasonable approximation of the costs related to FRP’s operations, but any such related-party

transactions cannot be presumed to be carried out on an arm’s-length basis.

The Company is a party to an Administrative Services Agreement which resulted from our January 30, 2015 spin-off of Patriot Transportation Holding, Inc.

The Administrative Services Agreement sets forth the terms on which Patriot provided FRP certain services that were shared prior to the Spin-off, including the services of certain employees and executive officers.

The boards of the respective companies amended and extended this agreement for one year effective April 1, 2023.

Patriot was purchased by an unaffiliated company in December 2023 resulting in FRP and Patriot no longer being related parties.

The previously shared executive officers became FRP employees as of January 1, 2024 ending the Administrative Services Agreement.

The consolidated statements of income reflect charges and/or allocation from Patriot for these services of $ 925,000 and $ 893,000 for 2023 and 2022, respectively.

These charges are reflected as part of general and administrative expense.

To determine these allocations between FRP and Patriot as set forth in the Administrative Services Agreement, we employ an allocation method to allocate said expenses and thus we believe that the allocations to FRP are a reasonable approximation of the costs related to FRP’s operations, but any such related-party transactions cannot be presumed to be carried out on an arm’s-length basis.

Debt is summarized as follows (in thousands):

2024 December 31,

Fixed rate mortgage loans, 3.03 % interest only, matures 4/1/2033

$ 180,070 180,070

Unamortized debt issuance costs ( 1,217 ) ( 1,365 )

Credit agreement — —

Long term debt

The aggregate amount of principal payments,

excluding the revolving credit, due subsequent to December 31, 2023 is:

2028 and subsequent

years - $ 180,070,000 .

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”),

effective December 22, 2023.

The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo dated January 30,

$ 178,853 178,705

The aggregate amount of principal payments, excluding the revolving credit, due subsequent to December 31, 2024 is:

2029 and subsequent years - $ 180,070,000 .

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”), effective December 22, 2023.

The Credit Agreement modifies the Company’s prior $ 20 million 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.

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.

As of December 31, 2023, there was no debt outstanding on this revolver, $ 823,000 outstanding

under letters of credit and $ 34,177,000 available for borrowing.

The letters of credit were issued to guarantee certain obligations to

state agencies related to real estate development.

Most of the letters of credit are irrevocable for a period of one year and typically

are automatically extended for additional one-year periods.

The letter of credit fee is 2.25 % and applicable interest rate would have

been 7.64 % on December 31, 2023.

The credit agreement contains affirmative financial covenants and negative covenants, including a minimum

tangible net worth.

As of December 31, 2023, these covenants would have limited our ability to pay dividends to a maximum of $ 94 million

On November 17, 2017, Dock 79 borrowed a

principal sum of $ 90,000,000 pursuant to a Loan Agreement and Deed of Trust Note entered into with EagleBank.

The loan was secured by

the Dock 79 real property and improvements, bore a fixed interest rate of 4.125 % per annum and had a term of 120 months .

paid in full on March 19, 2021.

A prepayment penalty of $ 900,000 was recorded into interest expense in the quarter ending March 31, 2021.

Effective March 31, 2021, the Company consolidated

the assets (at current fair value), liabilities and operating results of our Riverfront Investment Partners II, LLC partnership (“The

Maren”) which was previously accounted for under the equity method.

As such the full amount of our mortgage loan was recorded in

the consolidated financial statements.

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.

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

Debt cost amortization of $ 148,000 and $ 148,000

was recorded in 2023 and 2022, respectively.

During 2023 and 2022, the Company capitalized interest costs of $1,336,000 and $2,601,000,

respectively.

The Company was in compliance with all debt

covenants as of December 31, 2023.

The Company is a lessor of residential apartment homes,

retail portions of mixed-use communities, commercial properties, and open pit aggregates quarries.

The Company’s residential spaces generally lease

for 12 – 15-month lease terms and 90 days prior to the expiration, as long as there is no balance due, the tenant is offered a renewal.

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.

As of December 31, 2024, there was no debt outstanding on this revolver, $ 548,000 outstanding under letters of credit and $ 34,452,000 available for borrowing.

The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development.

Most of the letters of credit are irrevocable for a period of one year and typically are automatically extended for additional one-year periods.

The letter of credit fee is 2.25 % and applicable interest rate would have been 6.71 % on December 31, 2024.

The credit agreement contains affirmative financial covenants and negative covenants, including a minimum tangible net worth.

As of December 31, 2024, these covenants would have limited our ability to pay dividends to a maximum of $ 105,000,000 combined.

Effective March 31, 2021, the Company consolidated the assets (at current fair value), liabilities and operating results of our Riverfront Investment Partners II, LLC partnership (“The Maren”) which was previously accounted for under the equity method.

As such the full amount of our mortgage loan was recorded in the consolidated financial statements.

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.

Debt cost amortization of $ 179,000 and $ 148,000 was recorded in 2024 and 2023, respectively.

During 2024 and 2023, the Company capitalized interest costs of $ 2,632,000 and $ 1,336,000 , respectively.

The Company was in compliance with all debt covenants as of December 31, 2024.

The Company is a lessor of residential apartments, retail portions of mixed-use communities, commercial properties, and open pit aggregates quarries.

The Company’s residential spaces generally lease for 12 – 15 -month lease terms.

If no notice to move out or renew is made, then the leases go to month to month until notification of termination or renewal is received.

Renewal terms are typically 9 – 12 months.

In 2021, due to the DC legislation in place freezing rent increases as a part of

a covid relief plan, FRP was unable

to increase rental rates for renewals.

This legislation

was lifted in February 2022.

The Company also leases retail spaces at apartment/mixed-use

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 average 3-6% of annual sales for the tenant that exceed a breakpoint stipulated by

each individual lease.

Retail leases at these properties also include percentage rents which average 3 - 6 % of annual sales for the tenant that exceed a breakpoint stipulated by each individual lease.

All base rent revenue is recognized on a straight-line basis.

Commercial & Office

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

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.

34 Loveton is the only office product wherein all leases are full service therefore there is

no CAM revenue.

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.

34 Loveton is the only office product wherein all leases are full service therefore there is no CAM revenue.

Office leases are also recognized on a straight-lined basis.

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.

At December 31, 2023, the total Carrying

value of property owned by the Company which is leased or held for lease to others is summarized as follows (in thousands):

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.

At December 31, 2024, the total carrying value of property owned by the Company which is leased or held for lease to others is summarized as follows (in thousands):

Construction aggregates property $ 46,950

1 unchanged sentence

Residential/mixed-use property 327,117

Carrying Value of property owned by the Company leased or held for lease, gross

Less accumulated depreciation and depletion 77,015

Carrying Value of property owned by the Company leased or held for lease, net

The minimum future straight-lined rentals

due the Company on noncancelable leases as of December 31, 2023 are as follows:

The minimum future straight-lined rentals due the Company on non-cancelable leases as of December 31, 2024 are as follows:

2025 - $ 18,224,000 ;

5 unchanged sentences

Earnings per Share.

The following details the computations of

the Basic and diluted earnings per common share (in thousands, except per share amounts):

The following details the computations of the basic and diluted earnings per common share (in thousands, except per share amounts):

Years Ended December 31

2024 2023 2022

Common shares:

4 unchanged sentences

Earnings per common share:

For 2023 and 2022 the Company did not have

any outstanding anti-dilutive stock options.

For 2021, 6,680 shares attributable to outstanding stock options were excluded from the calculation

of diluted earnings per share because their inclusion would have been anti-dilutive.

During 2023 the Company repurchased 36,909

shares at an average cost of $ 54.19 .

-basic $ 0.34 0.28 0.24

-diluted $ 0.34 0.28 0.24

For 2024 the Company had 32,530 shares attributable to outstanding stock options that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

During 2023 the Company repurchased 73,818 shares at an average cost of $ 27.10 .

Stock-Based Compensation Plans.

The Company has two Stock Option Plans (the

2006 Stock Incentive Plan and the 2016 Equity Incentive Option Plan) under which options for shares of common stock were granted to directors,

officers and key employees.

The 2016 plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted

stock units, or stock awards.

The Company has two stock-based compensation plans (the 2006 Stock Incentive Plan and the 2016 Equity Incentive Option Plan) under which equity compensation has been granted to directors, officers and key employees.

The 2016 plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, or stock awards.

The options awarded under the plans have similar characteristics.

All stock options are non-qualified and

expire ten years from the date of grant.

Stock based compensation awarded to directors, officers and employees are exercisable immediately

or become exercisable in cumulative installments of 20% or 25% at the end of each year following the date of grant.

When stock options

are exercised the Company issues new shares after receipt of exercise proceeds and taxes due, if any, from the grantee.

The Company utilizes the Black-Scholes valuation

model for estimating fair value of stock compensation for options awarded to officers and employees.

Each grant is evaluated based upon

assumptions at the time of grant.

The assumptions were no dividend yield, expected volatility between 31.53 % and 41.17 %, risk-free interest

rate of 2.0 % to 2.9 % and expected life of 5.0 to 7.0 years.

The dividend yield of zero is based on the

fact that the Company does not pay cash dividends and has no present intention to pay cash dividends.

Expected volatility is estimated

based on the Company’s historical experience over a period equivalent to the expected life in years.

The risk-free interest rate

is based on the U.S.

All stock options are non-qualified and expire ten years from the date of grant.

Stock based compensation awarded to directors, officers and employees are exercisable immediately or become exercisable in cumulative installments of 20 % or 25 % at the end of each year following the date of grant.

When stock options are exercised the Company issues new shares after receipt of exercise proceeds and taxes due, if any, from the grantee.

The Company utilizes the Black-Scholes valuation model for estimating fair value of stock compensation for options awarded to officers and employees.

Each grant is evaluated based upon assumptions at the time of grant.

The assumptions were no dividend yield, expected volatility between 28.45 % and 41.17 %, risk-free interest rate of 2.0 % to 3.8 % and expected life of 5.0 to 7.0 years.

The dividend yield of zero is based on the fact that the Company does not pay cash dividends and has no present intention to pay cash dividends.

Expected volatility is estimated based on the Company’s historical experience over a period equivalent to the expected life in years.

The risk-free interest rate is based on the U.S.

Treasury constant maturity interest rate at the date of grant with a term consistent with the expected life of the

1 unchanged sentence

The expected life calculation is based on the observed and expected time to exercise options by the employees.

In January 2023, 7,980 shares of restricted

stock were granted to employees that will vest over the next four years.

In January 2023, 15,032 shares of restricted stock were granted

to employees as part of a long-term incentive plan that will vest over the next five years.

In March 2023, 2,272 shares of restricted

stock were granted to employees under the terms of the 2021 long-term incentive plan.

In January 2022, 7,448 shares of restricted stock

were granted to employees that will vest over the next four years.

In January 2022, 14,016 shares of restricted stock were granted to

employees as part of a long-term incentive plan that will vest over the next five years.

In January 2021, 8,896 shares of restricted stock

were granted to employees that will vest over the next four years.

In January 2021, 18,882 shares of restricted stock were granted to

employees as part of a long-term incentive plan that will vest over the next five years.

The number of common shares available for future

issuance was 344,077 at December 31, 2023.

In January 2023, January 2022 and January 2021 928 , 865 and 1,098 shares of stock, respectively,

were granted to employees rather than stock options as in prior years.

The Company recorded the following Stock

compensation expense in its consolidated statements of income (in thousands):

In January 2024, 12,200 shares of stock options were granted to an employee that will vest over the next four years .

In January 2024, 20,330 shares of stock options were granted to an employee as part of a long-term incentive plan that will vest over the next five years .

In January and May 2024, 12,780 shares of restricted stock were granted to employees that will vest over the next four years .

In January and May 2024, 23,186 shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next five years .

In March 2024, 6,704 shares of restricted stock were granted to employees under the terms of the 2022 long-term incentive plan.

In January 2023, 15,960 shares of restricted stock were granted to employees that will vest over the next four years .

In January 2023, 30,064 shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next five years .

In March 2023, 4,544 shares of restricted stock were granted to employees under the terms of the 2021 long-term incentive plan.

In January 2022, 14,896 shares of restricted stock were granted to employees that will vest over the next four years .

In January 2022, 28,032 shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next five years .

The number of common shares available for future issuance was 567,014 at December 31, 2024.

In January 2023 and January 2022, 1,856 and 1,730 shares of stock, respectively, were granted to employees.

The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands):

Years Ended December 31,

2024 2023 2022

Stock option grants $ 78 60 69

2 unchanged sentences

Annual director stock award 600 600 650

Stock compensation

A Summary of changes in outstanding options

is presented below (in thousands, except share and per share amounts):

$ 1,957 1,738 1,569

A summary of changes in outstanding options is presented below (in thousands, except share and per share amounts):

Options Number

Shares Weighted

Price Weighted

Term (yrs) Weighted

Fair Value(000's)

1 unchanged sentence

January 1, 2022 209,510 $ 18.97 4.8 $ 1,416

Exercised ( 32,920 ) $ 12.54 $ ( 145 )

Outstanding at

December 31, 2022 176,590 $ 20.17 4.4 $ 1,271

Exercised ( 49,710 ) $ 20.61 $ ( 290 )

Outstanding at

December 31, 2023 126,880 $ 20.00 3.5 $ 981

Granted 32,530 $ 31.44 9.0 $ 400

Exercised ( 16,420 ) $ 13.48 $ ( 100 )

Outstanding at

2 unchanged sentences

December 31, 2024 113,510 $ 21.25 3.0 $ 918

Vested during

twelve months ended

Vested during twelve months ended

December 31, 2024 3,050 $ 37

The following table summarizes information

concerning Stock options outstanding at December 31, 2023:

The following table summarizes information concerning stock options outstanding at December 31, 2024:

Range of Exercise

Prices per Share

Exercise Price

Prices per Share Shares

Option Weighted

Exercise Price Weighted

Remaining Life

2 unchanged sentences

$22.25 - $22.99 71,620 22.66 3.5

The aggregate intrinsic value of exercisable

in-the-money options was $ 1,452,000 and the aggregate intrinsic value of outstanding in-the-money options was $ 1,452,000 based on the

market closing price of $ 62.88 on December 29, 2023 less exercise prices.

Gains of $ 384,000 were realized by option

holders during the year ended December 31, 2023.

A summary of Changes in restricted stock

awards is presented below (in thousands, except share and per share amounts):

Restricted stock

$23.00 - $31.44 32,530 31.44 9.0

Total 142,990 $ 23.35 4.2 Years

The aggregate intrinsic value of exercisable in-the-money options was $ 1,068,000 and the aggregate intrinsic value of outstanding in-the-money options was $ 1,068,000 based on the market closing price of $ 30.63 on December 31, 2024 less exercise prices.

Gains of $ 295,000 were realized by option holders during the year ended December 31, 2024.

A summary of changes in restricted stock awards is presented below (in thousands, except share and per share amounts):

Restricted stock Number

Shares Weighted

Price Weighted

Term (yrs) Weighted

Fair Value(000's)

2 unchanged sentences

Performance-based awards granted 28,032 28.90 810

Forfeited ( 2,726 ) 23.15 ( 63 )

Vested ( 31,358 ) 23.78 ( 746 )

Non-vested at December 31, 2022 100,992 $ 25.21 3.0 $ 2,546

1 unchanged sentence

Performance-based awards granted 34,608 26.96 933

Vested ( 42,106 ) 24.03 ( 1,012 )

Non-vested at December 31, 2023 109,454 $ 26.47 2.8 $ 2,897

1 unchanged sentence

Performance-based awards granted 29,890 31.06 928

Vested ( 49,446 ) 48.06 ( 1,305 )

Non-vested at December 31, 2024 102,678 $ 28.44 2.7 $ 2,920

Total unrecognized compensation cost of

restricted stock granted but not yet vested as of December 31, 2023 was $ 2,469,000 which is expected to be recognized over a weighted-average

period of 2.9 years .

Total unrecognized compensation cost of restricted stock granted but not yet vested as of December 31, 2024 was $ 2,412,000 which is expected to be recognized over a weighted-average period of 2.6 years.

Income Taxes.

The Provision for income tax expense included

in the financial statements (in thousands):

The provision for income tax expense included in the financial statements (in thousands):

Years Ended December 31,

2024 2023 2022

Included in Net income:

2 unchanged sentences

Total tax expense $ 2,068 2,067 1,015

The Provision for income taxes (income tax

benefit) consists of the following (in thousands):

The provision for income taxes (income tax benefit) consists of the following (in thousands):

Year Ended December 31,

Current income tax expense

The deferred taxes are primarily related

to the bonus depreciation on property placed in service.

As of December 31, 2023 the company has

deferred taxes of approximately $ 35 million associated with $ 143 million of gains on sales reinvested through Opportunity Zone investments.

These taxes are deferred until the earlier of the sale of the related investments or April 15, 2027 and 10% of gains are excluded from

tax once the investments are held five years plus an additional 5% is excluded at seven year s.

A reconciliation between the amount of tax

shown above and the amount computed at the statutory Federal income tax rate follows (in thousands):

Income tax reconciliation

2024 2023 2022

Federal $ 3,245 2 ( 214 )

State 591 570 ( 571 )

3,836 572 ( 785 )

Deferred ( 1,768 ) 1,495 1,800

Total $ 2,068 2,067 1,015

The deferred taxes are primarily related to the bonus depreciation on property placed in service.

As of December 31, 2024 the Company has deferred taxes of approximately $ 31 million associated with $ 112 million of gains on sales reinvested through Opportunity Zone investments.

These taxes are deferred until the earlier of the sale of the related investments or April 15, 2027 and 10% of gains are excluded from tax once the investments are held five years plus an additional 5% is excluded at seven years.

A reconciliation between the amount of tax shown above and the amount computed at the statutory Federal income tax rate follows (in thousands):

Year Ended December 31

2024 2023 2022

Amount computed at statutory

State income taxes (net of Federal

income tax benefit)

Federal rate $ 1,807 1,812 924

State income taxes (net of Federal income tax benefit) 151 178 ( 30 )

Other, net 110 77 121

Provision for income taxes $ 2,068 2,067 1,015

In this reconciliation, the category “Other,

net” consists of permanent tax differences related to non-deductible expenses, special tax rates and tax credits, interest paid

and penalties, and adjustments to prior year estimates.

The effective state income tax rate in 2022 and 2023 was favorably impacted both

by apportioned interest income in Florida and taxable losses in states with higher income tax rates.

types of temporary differences and their related tax effects that give rise to deferred tax assets and deferred tax liabilities are

presented below (in thousands):

Temporary tax differences

In this reconciliation, the category “Other, net” consists of permanent tax differences related to non-deductible expenses, special tax rates and tax credits, interest paid and penalties, and adjustments to prior year estimates.

The effective state income tax rate in each year was favorably impacted both by apportioned interest income in Florida and taxable losses in states with higher income tax rates.

The types of temporary differences and their related tax effects that give rise to deferred tax assets and deferred tax liabilities are presented below (in thousands):

2024 2023 2022

Deferred tax liabilities:

1 unchanged sentence

Investment in Opportunity Zone 31,088 34,966 34,871

Depletion 596 706 697

Unrealized rents 269 385 150

7 unchanged sentences

Net deferred tax liability $ 67,688 69,456 67,960

NOL Carryovers

Other Items - All Gross 12/31/2024 12/31/2023

3 unchanged sentences

FRP tax returns in the U.S.

states that include the Company are subject to audit by taxing authorities.

As of December 31, 2023, the earliest tax year that remains

open for audit is 2018.

Our effective income tax expense may vary,

possibly materially, due to projected effective

state tax rates.

and various states that include the Company are subject to audit by taxing authorities.

As of December 31, 2024, the earliest tax year that remains open for audit is 2019.

Our effective income tax expense may vary, possibly materially, due to projected effective state tax rates.

Employee Benefits.

The Company and certain subsidiaries have

a savings/profit sharing plan for the benefit of qualified employees.

The savings feature of the plan incorporates the provisions of Section

401(k) of the Internal Revenue Code under which an eligible employee may elect to save a portion (within limits) of their compensation

on a tax deferred basis.

The Company contributes to a participant’s account an amount equal to 50 % (with certain limits) of the

participant’s contribution.

Additionally, the Company may make an annual discretionary contribution to the plan as determined by

the Board of Directors, with certain limitations.

The plan provides for deferred vesting with benefits payable upon retirement or earlier

termination of employment.

The Company and certain subsidiaries have a savings/profit sharing plan for the benefit of qualified employees.

The savings feature of the plan incorporates the provisions of Section 401(k) of the Internal Revenue Code under which an eligible employee may elect to save a portion (within limits) of their compensation on a tax deferred basis.

The Company contributes to a participant’s account an amount equal to 50 % (with certain limits) of the participant’s contribution.

Additionally, the Company may make an annual discretionary contribution to the plan as determined by the Board of Directors, with certain limitations.

The plan provides for deferred vesting with benefits payable upon retirement or earlier termination of employment.

The Company’s cost was $ 93,000 in 2024 and $ 59,000 in 2023.

The Company has a deferred compensation

plan, the Management Security Plan (MSP) for our President.

The Company has a deferred compensation plan, the Management Security Plan (MSP) for our former President.

The accruals for future benefits are based upon actuarial assumptions.

insurance on his life has been purchased to partially fund this benefit and the Company is the owner and beneficiary of that policy.

expense for 2023 and 2022, was $ 12,000 and $ 10,000 , respectively.

The accrued benefit under this plan as of December 31, 2023 and December

31, 2022 was $ 1,409,000 and $ 1,354,000 , respectively.

Life insurance on his life has been purchased to partially fund this benefit and the Company is the owner and beneficiary of that policy.

The expense for 2024 and 2023, was $ 14,000 and $ 12,000 , respectively.

The accrued benefit under this plan as of December 31, 2024 and December 31, 2023 was $ 1,465,000 and $ 1,409,000 , respectively.

Business Segments.

The Company is reporting its financial performance

based on four reportable segments, Industrial and Commercial (previously named Asset Management), Mining Royalty Lands, Development, and

Multifamily (previously named Stabilized Joint Venture), as described below.

The Industrial and Commercial Segment owns, leases

and manages in-service commercial properties wholly owned by the Company.

Currently this includes nine 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 (this does not include the 4,280 acres owned in

our Brooksville joint venture with Vulcan Materials).

Other than one location in Virginia, all of these properties are located in

Florida and Georgia.

Through our Development Segment, we own

and are continuously assessing the highest and best use of several parcels of land that are in various stages of development.

strategy in this segment is to convert all of our non-income producing lands into income production through (i) an orderly process of

constructing new buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties.

Additionally, our Development

segment will form joint ventures on new developments of land not previously owned by the Company.

The Multifamily Segment includes joint ventures

which own, lease and manage buildings that have met our initial lease-up criteria.

Two of our joint ventures in the segment, Riverfront

Investment Partners I, LLC (“Dock 79”) and Riverfront Investment Partners II, LLC (“The Maren”) are consolidated.

The Maren was consolidated effective March 31, 2021 and prior periods are still reflected under the equity method.

The ownership of Dock

79 and The Maren attributable to our partners are reflected on our consolidated balance sheet as a noncontrolling interest.

Such noncontrolling

interests are reported on the Consolidated Balance Sheets within equity but separately from shareholders' equity.

On the Consolidated

Statements of Income, all of the revenues and expenses from Dock 79 are reported in net income, including both the amounts attributable

to the Company and the noncontrolling interest.

The Maren is reflected in Equity in loss of joint ventures on the Consolidated Statements

of Income for the periods up to March 31, 2021 but is reflected like Dock 79 for periods commencing April 1, 2021.

The amounts of consolidated

net income attributable to the noncontrolling interest is clearly identified on the accompanying Consolidated Statements of Income.

Operating results and certain other financial

data for the Company’s business segments are as follows (in thousands):

Our Chief Executive Officer, as the CODM, organizes our company, manages resource allocations and measures performance among our four reportable segments:

Industrial and Commercial, Mining Royalty Lands, Development, and Multifamily, as described below.

The Industrial and Commercial Segment owns, leases and manages in-service commercial properties.

Currently this includes nine warehouses in two business parks, an office building partially occupied by the Company, and two ground leases all wholly owned by the Company.

This segment will also include joint ventures of commercial properties when they are stabilized.

Our Mining Royalty Lands Segment owns several properties totaling approximately 16,648 acres currently under lease for mining rents or royalties (this does not include the 4,280 acres owned in our Brooksville joint venture with Vulcan Materials).

Other than one location in Virginia, all of these properties are located in Florida and Georgia.

Through our Development Segment, we own and are continuously assessing the highest and best use of several parcels of land that are in various stages of development.

Our overall strategy in this segment is to convert all of our non-income producing lands into income production through (i) an orderly process of constructing new buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties.

Additionally, our Development segment will form joint ventures on new developments of land not previously owned by the Company.

Two of our joint ventures in the segment, Lakeland Logistics Park Venture, LLC ("Lakeland") and Davie Logistics Park Venture, LLC ("Davie") are consolidated.

The Multifamily Segment includes joint ventures which own, lease and manage buildings that have met our initial lease-up criteria.

Two of our joint ventures in the segment, Riverfront Investment Partners I, LLC (“Dock 79”) and Riverfront Investment Partners II, LLC (“The Maren”) are consolidated.

Our CODM uses revenues, operating profit before general and administrative expense, depreciation and amortization, and identifiable assets to allocate operating and capital resources and assesses performance of each segment by comparing actual results to historical, budgeted, and forecasted financial information.

We do not believe that an allocation of general and administrative expense to each segment is relevant to our CODM's assessments due to the market excluding those costs in property valuation and the materiality of expenditures related to future opportunities.

Operating results and certain other financial data for the Company’s business segments are as follows (in thousands):

Years Ended December 31,

2024 2023 2022

Industrial and Commercial $ 5,621 5,354 3,681

Mining royalty lands 12,852 12,527 10,683

Operating profit:

Before corporate expenses:

Operating profit before corporate expenses

Development 1,205 1,801 1,674

Multifamily 22,096 21,824 21,443

$ 41,774 41,506 37,481

Operating profit (loss):

Before general and administrative expenses:

Industrial and Commercial $ 3,110 3,080 1,995

Operating profit before corporate expenses

Mining royalty lands 11,853 11,534 9,768

Operating profit before corporate expenses

Corporate expenses:

Corporate expenses

Allocated to Industrial and Commercial

Corporate expenses

Allocated to Mining royalty lands

Corporate expenses

Allocated to Development

Corporate expenses

Allocated to Multifamily

Corporate expenses

Operating profit

Interest expense

Development 192 517 ( 612 )

Multifamily 5,825 4,540 3,923

Operating profit before G&A 20,980 19,671 15,074

Total general and administrative expenses ( 9,276 ) ( 7,971 ) ( 7,078 )

$ 11,704 11,700 7,996

Interest expense $ 3,150 4,315 3,045

Depreciation, depletion and amortization:

Depreciation, depletion and amortization

Industrial and Commercial $ 1,444 1,374 907

Depreciation, depletion and amortization

Mining royalty lands 636 497 586

Depreciation, depletion and amortization

Capital expenditures:

Development 171 182 189

Multifamily 7,936 8,768 9,535

$ 10,187 10,821 11,217

Capital expenditures:

Industrial and Commercial $ 151 664 1,284

Capital expenditures

Mining royalty lands 159 2 11,218

Capital expenditures

Identifiable net assets :

Development 50,404 9,990 14,521

Multifamily 480 561 592

$ 51,194 11,217 27,615

Identifiable net assets at end of period:

1 unchanged sentence

Mining royalty lands 47,527 48,072 48,494

Investments available for sale

Development 144,832 212,384 188,834

Multifamily 347,172 249,750 257,535

Investments available for sale at fair value — — —

Cash items 149,935 158,415 178,294

Unallocated corporate assets 1,492 1,761 1,874

$ 728,485 709,166 701,084

Fair Value Measurements.

Fair value is defined as the price that

would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

1 means the use of quoted prices in active markets for identical assets or liabilities.

Level 2 means the use of values that are derived

principally from or corroborated by observable market data.

Level 3 means the use of inputs are those that are unobservable and significant

to the overall fair value measurement.

At December 31, 2023, the Company was invested in

Level 1 means the use of quoted prices in active markets for identical assets or liabilities.

Level 2 means the use of values that are derived principally from or corroborated by observable market data.

Level 3 means the use of inputs are those that are unobservable and significant to the overall fair value measurement.

At December 31, 2024, the Company was invested in U.S.

Treasury notes valued at $ 10,000,000 maturing through mid-2024.

The unrealized gain on these investments of $ 1,000 was recorded

as part of comprehensive income and was based on the estimated market value by Wells Fargo Bank, N.A.

At December 31, 2023 and 2022, the carrying

amount reported in the consolidated balance sheets for cash and cash equivalents including U.S.

Treasury notes was adjusted to fair value

as described above.

The fair values of the Company’s other

mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities.

31, 2023, the carrying amount and fair value of such other long-term debt was $ 180,070,000 and $ 145,678,000 , respectively.

31, 2022, the carrying amount and fair value of such other long-term debt was $ 180,070,000 and $ 142,785,000 , respectively.

The unrealized gain on these investments of $ 2,782 was recorded as part of comprehensive income and was based on the estimated market value by Wells Fargo Bank, N.A.

At December 31, 2024 and 2023, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents including U.S.

Treasury notes was adjusted to fair value as described above.

The fair values of the Company’s other mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities.

At December 31, 2024, the carrying amount and fair value of such other long-term debt was $ 180,070,000 and $ 141,302,000 , respectively.

At December 31, 2023, the carrying amount and fair value of such other long-term debt was $ 180,070,000 and $ 145,678,000 , respectively.

Contingent Liabilities.

The Company may be involved in litigation

on a number of matters and is subject to certain claims which arise in the normal course of business.

The Company has retained certain

self-insurance risks with respect to losses for third party liability and property damage.

In the opinion of management, none of these

matters are expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations

or cash flows.

The Company is subject to numerous environmental

laws and regulations.

The Company believes that the ultimate disposition of currently known environmental matters will not have a material

effect on its financial position, liquidity, or operations.

The Company can give no assurance that previous environmental studies with

respect to its properties have revealed all potential environmental contaminants;

that any previous owner, occupant or tenant did not

create any material environmental condition not known to the Company;

that the current environmental condition of the properties will

not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties;

and that changes in applicable

environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

As of December 31, 2023, there was $ 823,000

outstanding under letters of credit.

The letters of credit were issued to guarantee certain obligations to state agencies related to real

estate development.

The Company and MRP previously guaranteed

$ 26 million of the construction loan on the Bryant Street Partnerships in exchange for a 1 % lower interest rate.

The value of the guarantee

was calculated at $ 1.9 million based on the present value of the 1% interest savings over the anticipated 48-month term.

This amount is

included as part of the Company’s investment basis and was amortized to expense over the 48 months.

In December 2023 this loan was

paid in full with proceeds from another lender and contributions by the Company and MRP.

The Company recorded a gain of $ 1.9 million in

December 2023 as the guarantee liability was relieved.

The Company and MidAtlantic Realty Partners (MRP)

provided a guaranty for the interest carry cost of $ 110 million loan on the Bryant Street Partnerships issued in December 2023.

and MRP have a side agreement limiting the Company’s guarantee to its proportionate ownership.

The value of the guarantee was calculated

at $ 1.5 million based on

the present value of the our assumption of 0.8 %

interest savings over the anticipated 36 -month term.

This amount is included as part of the Company’s investment basis and is amortized

to expense over the 36 months.

The Company will evaluate the guarantee liability based upon the success of the project and assuming no

payments are made under the guarantee, the Company will have a gain for $ 1.5 million when the loan is paid in full.

Commitments .

The Company, at December 31, 2023, had entered

into various contracts to develop and maintain real estate with remaining commitments totaling $ 16.8 million .

As of December 31, 2023, we had additional

financing commitments to our residential development lending ventures totaling $ 11.7 million of which $ 6.5 million is budgeted for

The Company may be involved in litigation on a number of matters and is subject to certain claims which arise in the normal course of business.

The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage.

In the opinion of management, none of these matters are expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

The Company is subject to numerous environmental laws and regulations.

The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations.

The Company can give no assurance that previous environmental studies with respect to its properties have revealed all potential environmental contaminants;

that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company;

that the current environmental condition of the properties will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties;

and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

As of December 31, 2024, there was $ 548,000 outstanding under letters of credit.

The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development.

The Company and MRP Realty (MRP) previously guaranteed $ 26 million of the construction loan on the Bryant Street Partnerships in exchange for a 1 % lower interest rate.

The value of the guarantee was calculated at $ 1.9 million based on the present value of the 1 % interest savings over the anticipated 48-month term.

This amount is included as part of the Company’s investment basis and was amortized to expense over the 48 months.

In December 2023 this loan was paid in full with proceeds from another lender and contributions by the Company and MRP.

The Company recorded a gain of $ 1.9 million in December 2023 as the guarantee liability was relieved.

The Company and MRP provided a guaranty for the interest carry cost of $ 110 million loan on the Bryant Street Partnerships issued in December 2023.

The Company and MRP have a side agreement limiting the Company’s guarantee to its proportionate ownership.

The value of the guarantee was calculated at $ 1.5 million based on the present value of the our assumption of 0.8 % interest savings over the anticipated 36-month term.

This amount is included as part of the Company’s investment basis and is amortized to expense over the 36 months.

The Company will evaluate the guarantee liability based upon the success of the project and assuming no payments are made under the guarantee, the Company will have a gain for $ 1.5 million when the loan is paid in full.

The Company, at December 31, 2024, had entered into various contracts to develop and maintain real estate with remaining commitments totaling $ 4.4 million.

As of December 31, 2024, we had additional financing commitments to our residential development lending ventures totaling $ 4.7 million.

Concentrations.

The mining royalty lands segment has a total of five

tenants currently leasing mining locations and one lessee that accounted for 24 % of the Company’s consolidated revenues during 2023

and $ 289,000 of accounts receivable at December 31, 2023.

The termination of these lessees’ underlying leases could have a material

adverse effect on the Company.

The Company places its cash and cash equivalents with Wells Fargo Bank and First Horizon Bank.

times, such amounts may exceed FDIC limits.

The mining royalty lands segment has a total of five tenants currently leasing mining locations and one lessee that accounted for 23 % of the Company’s consolidated revenues during 2024 and $ 426,000 of accounts receivable at December 31, 2024.

The termination of these lessees’ underlying leases could have a material adverse effect on the Company.

The Company places its cash and cash equivalents with Wells Fargo Bank and TD Bank.

At times, such amounts may exceed FDIC limits.

Unusual or Infrequent Items Impacting Results.

On March 31, 2021, the Company consolidated the assets

(at fair value), liabilities and operating results of The Maren real estate partnership.

The consolidation resulted in a gain on remeasurement

of investment in real estate partnership of $ 51,139,000 of which $ 13,965,000 was attributed to noncontrolling interest.

See Note 12 regarding guarantee liability expense.

Intangible Assets.

The Company has allocated the purchase price of property

acquisitions based upon the fair value of the assets acquired, consisting of land, buildings and intangible assets, including in-place

leases and below market leases.

These deferred leasing intangible assets are recorded within Deferred Costs and Deferred lease intangible,

net in the consolidated balance sheets.

The Company has allocated the purchase price of property acquisitions based upon the fair value of the assets acquired, consisting of land, buildings and intangible assets, including in-place leases and below market leases.

These deferred leasing intangible assets are recorded within Deferred Costs and Deferred lease intangible, net in the consolidated balance sheets.

The value of the in-place lease intangibles will be amortized over the remaining lease terms.

The fair value assigned pertaining to the above market in-place leases values are amortized as a reduction to rental revenue, and the

below market in-place lease values are amortized as an increase to rental revenue over the remaining non-cancelable terms of the respective

The Company reviews intangible assets for

impairment, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

Recoverability

of long-lived assets is measured by a comparison of the carrying amount of the asset group to the future undiscounted net cash flows expected

to be generated by those assets.

If such assets are considered to be impaired, the impairment charge recognized is the amount by which

the carrying amounts of the assets exceeds the fair value of the assets.

The Company had the following Acquired lease

intangibles (in thousands):

The fair value assigned pertaining to the above market in-place leases values are amortized as a reduction to rental revenue, and the below market in-place lease values are amortized as an increase to rental revenue over the remaining non-cancelable terms of the respective leases.

The Company reviews intangible assets for impairment, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset group to the future undiscounted net cash flows expected to be generated by those assets.

If such assets are considered to be impaired, the impairment charge recognized is the amount by which the carrying amounts of the assets exceeds the fair value of the assets.

The Company had the following acquired lease intangibles (in thousands):

Years Ended December 31,

2 unchanged sentences

Acquired intangible assets, net $ 246 $ 275

Amortization expense for in-place leases

was $ 29,000 and $ 559,000 for 2023 and 2022, respectively, and is included in the Depreciation, depletion and amortization line in the

Consolidated Statements of Operations.

The Estimated aggregate amortization from

acquired lease intangibles for the next five years are as follows (in thousands):

Amortization expense for in-place leases was $ 29,000 and $ 29,000 for 2024 and 2023, respectively, and is included in the Depreciation, depletion and amortization line in the Consolidated Statements of Operations.

The estimated aggregate amortization from acquired lease intangibles for the next five years are as follows (in thousands):

December 31, Amortization

lease intangibles

Contributions from partner .

On November 4, 2022 the Company sold a 20 % ownership

interest in tenancy-in-common (TIC) of Dock 79 and The Maren for $ 65.3 million to a new partner Steuart Investment Company (SIC).

of the mortgage assumption of $ 36.0 million and the Company’s share of transfer taxes and other transactions costs of $ 1.4 million

the net contribution was $ 27.9 million .

Contributions from partners.

On November 4, 2022 the Company sold a 20 % ownership interest in tenancy-in-common (TIC) of Dock 79 and The Maren for $ 65.3 million to a new partner Steuart Investment Company (SIC).

Net of the mortgage assumption of $ 36.0 million and the Company’s share of transfer taxes and other transactions costs of $ 1.4 million the net contribution was $ 27.9 million.

Of this amount $ 9.3 million was distributed to MRP and $ 18.6 million to the Company.

A reallocation

of partners’ interest of $ 7.7 million was recorded to Capital in excess of par value for the difference between the $ 18.6 million

consideration received by the company and the net book value of the Company’s share of assets sold.

Deferred income tax expense

of $ 2.1 million was recorded to Capital in excess of par value on the Company’s reallocation.

The Company continues to consolidate

both properties because of continued control over major decisions for both properties.

A reallocation of partners’ interest of $ 7.7 million was recorded to Capital in excess of par value for the difference between the $ 18.6 million consideration received by the Company and the net book value of the Company’s share of assets sold.

Deferred income tax expense of $ 2.1 million was recorded to Capital in excess of par value on the Company’s reallocation.

The Company continues to consolidate both properties because of continued control over major decisions for both properties.

The Company entered into two new warehouse development partnership agreements in early 2024 with Altman Logistics Properties (formerly doing business as BBX Logistics) (Lakeland Logistics Park Venture, LLC, and Davie Logistics Park Venture, LLC).

Altman Logistic Properties' contributions towards the partnerships in 2024 were $ 15.7 million which is reflected as noncontrolling interest.

The Company consolidates these partnerships because it is the primary beneficiary.

Subsequent Events.

Subsequent to the end of the year, on March 6, 2024,

FRP Holdings, Inc announced that it intends to effect a forward stock split of its common stock at a ratio of 2 post-split shares for

every 1 pre-split share.

The record date for the split will be April 1, 2024, and the payment date is April 12, 2024.

The stock split

will increase the number of issued shares of the Company's common stock from 9,500,300 shares to 19,000,600 shares.

The following table shows the Historical earnings

per share and the pro forma earnings per share assuming the stock split was effective:

Years Ended December 31,

Historical Earnings per common share:

Net Income attributable to the Company -

Pro Forma Earnings per common share (unaudited):

Net Income attributable to the Company -

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 %.

Report of Management

Management's Responsibility for the Financial

Management of the Company is responsible

for the preparation and integrity of the consolidated financial statements appearing in our Annual Report on Form 10-K.

The financial

statements were prepared in conformity with accounting principles generally accepted in the United States appropriate in the circumstances

and, accordingly, include certain amounts based on our best judgments and estimates.

Financial information in this Annual Report on Form

10-K is consistent with that in the financial statements.

Management of the Company is responsible

for establishing and maintaining a system of internal controls and procedures to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of the consolidated financial statements.

Our internal control system is supported by a program

of internal audits and appropriate reviews by management, written policies and guidelines, careful selection and training of qualified

personnel, and a written Code of Business Conduct adopted by our Company's Board of Directors, applicable to all officers and employees

of our Company and subsidiaries.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable

assurance with respect to financial statement preparation and presentation.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Management's Report on Internal Control

Over Financial Reporting

Management of the Company is responsible

for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the

Securities Exchange Act of 1934 ("Exchange Act").

Management assessed the effectiveness of the Company's internal control over

financial reporting as of December 31, 2022.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission (2013 Framework) ("COSO") in Internal Control—Integrated Framework.

this assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31,

The Company's independent auditors, Hancock

Askew& Co., LLP, a registered public accounting firm, are appointed by the Audit Committee of the Company's Board of Directors, subject

to ratification by our Company's shareholders.

Hancock Askew & Co., LLP has audited and reported on the consolidated financial statements

of FRP Holdings, Inc.

Management's Responsibility for the Financial Statements

Management of the Company is responsible for the preparation and integrity of the consolidated financial statements appearing in our Annual Report on Form 10-K.

The financial statements were prepared in conformity with accounting principles generally accepted in the United States appropriate in the circumstances and, accordingly, include certain amounts based on our best judgments and estimates.

Financial information in this Annual Report on Form 10-K is consistent with that in the financial statements.

Management of the Company is responsible for establishing and maintaining a system of internal controls and procedures to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements.

Our internal control system is supported by a program of internal audits and appropriate reviews by management, written policies and guidelines, careful selection and training of qualified personnel, and a written Code of Business Conduct adopted by our Company's Board of Directors, applicable to all officers and employees of our Company and subsidiaries.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management's Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934 ("Exchange Act").

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) ("COSO") in Internal Control—Integrated Framework.

Based on this assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2024.

The Company's independent auditors, Hancock Askew& Co., LLP, a registered public accounting firm, are appointed by the Audit Committee of the Company's Board of Directors, subject to ratification by our Company's shareholders.

Hancock Askew & Co., LLP has audited and reported on the consolidated financial statements of FRP Holdings, Inc.

The report of the independent auditors is contained in this annual report.

Audit Committee's Responsibility

The Audit Committee of our Company's Board

of Directors, composed solely of Directors who are independent in accordance with the requirements of the Nasdaq Stock Market listing

standards, the Exchange Act, and the Company's Corporate Governance Guidelines, meets with the independent auditors, management and internal

auditors periodically to discuss internal controls and auditing and financial reporting matters.

The Audit Committee reviews with the

independent auditors the scope and results of the audit effort.

The Audit Committee also meets periodically with the independent auditors

and the chief internal auditor without management present to ensure that the independent auditors and the chief internal auditor have

free access to the Audit Committee.

The Audit Committee of our Company's Board of Directors, composed solely of Directors who are independent in accordance with the requirements of the Nasdaq Stock Market listing standards, the Exchange Act, and the Company's Corporate Governance Guidelines, meets with the independent auditors, management and internal auditors periodically to discuss internal controls and auditing and financial reporting matters.

The Audit Committee reviews with the independent auditors the scope and results of the audit effort.

The Audit Committee also meets periodically with the independent auditors and the chief internal auditor without management present to ensure that the independent auditors and the chief internal auditor have free access to the Audit Committee.

Our Audit Committee's Report can be found in the Company's Proxy Statement.

Report of Independent Registered Public

Accounting Firm

The Shareholders and Board of Directors FRP

Holdings, Inc.

Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors FRP Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of FRP Holdings, Inc.

(the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of

income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December

31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023

and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023,

in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of FRP Holdings, Inc.

(the “Company”) as of December 31, 2024 and 2023 , and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024 , and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 , and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is

a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated

to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involve

especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate

opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Real Estate Investment Accounting Assessment

Description of Matter

At December 31, 2023, the Company’s investments

in real estate were $544 million including unconsolidated real estate ventures of $166 million.

As explained in Note 1 to the consolidated

financial statements, the Company enters into real estate investments and performs an assessment as to which method of accounting is appropriate,

whether the proper accounting is to determine whether to use the cost or equity method to account for an investment or whether to consolidate

such investment.

At December 31, 2024 , the Company’s investments in real estate were $573 million including unconsolidated real estate ventures of $154 million.

As explained in Note 1 to the consolidated financial statements, the Company enters into real estate investments and performs an assessment as to which method of accounting is appropriate, whether the proper accounting is to determine whether to use the cost or equity method to account for an investment or whether to consolidate such investment.

Note 2 to the consolidated financial statements provides a detail of unconsolidated real estate investments.

Application and auditing of the accounting treatment

of the Company’s real estate investments, including the process of evaluating the use of the cost or equity method of accounting

or the evaluation of criteria for consolidation based on the variable interest entity (VIE) model or a voting interest entity (VOE) model,

is complex and requires significant judgment.

This evaluation and analysis include the determination of which party, if any, has power

to direct the activities most significant to the economic performance of each real estate venture and whether the venture has sufficient

equity to finance its activities without additional subordinated support.

Factors considered by management in determining whether the

Company has the power to direct the activities include voting rights, involvement in day-to-day capital allocation and operating decisions

and the extent of the Company’s involvement in the entity.

Application and auditing of the accounting treatment of the Company’s real estate investments, including the process of evaluating the use of the cost or equity method of accounting or the evaluation of criteria for consolidation based on the variable interest entity (VIE) model or a voting interest entity (VOE) model, is complex and requires significant judgment.

This evaluation and analysis include the determination of which party, if any, has power to direct the activities most significant to the economic performance of each real estate venture and whether the venture has sufficient equity to finance its activities without additional subordinated support.

Factors considered by management in determining whether the Company has the power to direct the activities include voting rights, involvement in day-to-day capital allocation and operating decisions and the extent of the Company’s involvement in the entity.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design

and tested the operating effectiveness of relevant controls over the Company’s qualitative analysis that determines whether the

Company has control over the venture, through influence, voting interest or through the presence of a variable interest in a real estate

venture that would require consolidation.

For all investments in real estate ventures, our

procedures include reading the operating agreements and other relevant documents and evaluating the structure and terms of the agreements

and reviewing management’s evaluation of control over the entity and the applicability of the variable interest model as compared

to the voting interest model.

We evaluate management’s determination of whether the investee has sufficient equity to finance its

activities without additional subordinated financial support and whether the equity holders lack the characteristics of a controlling

financial interest.

We consider management’s determination on whether the Company is the primary beneficiary or has a controlling

financial interest that should be considered.

We take into consideration evidence obtained in other areas of the audit, such as review

of board minutes and status of the projects development to determine if any reconsideration of the findings is necessary.

We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s qualitative analysis that determines whether the Company has control over the venture, through influence, voting interest or through the presence of a variable interest in a real estate venture that would require consolidation.

For all investments in real estate ventures, our procedures include reading the operating agreements and other relevant documents and evaluating the structure and terms of the agreements and reviewing management’s evaluation of control over the entity and the applicability of the variable interest model as compared to the voting interest model.

We evaluate management’s determination of whether the investee has sufficient equity to finance its activities without additional subordinated financial support and whether the equity holders lack the characteristics of a controlling financial interest.

We consider management’s determination on whether the Company is the primary beneficiary or has a controlling financial interest that should be considered.

We take into consideration evidence obtained in other areas of the audit, such as review of board minutes and status of the projects development to determine if any reconsideration of the findings is necessary.

Hancock Askew & Co., LLP

3 unchanged sentences

DIRECTORS AND OFFICERS

Chief Executive Officer of the Company

Executive Chairman, Former CEO of the Company

Baker III (1)

CEO of the Company

deVilliers, Jr.

President of the Company

Vice-Chairman, Former President & COO of the Company

McAfee (2)(3)(4)

Founding Partner, Driver McAfee Hawthorne

& Diebenow, PLLC

Founding Partner, Driver McAfee Hawthorne & Diebenow, PLLC

Surface (2)(3)(4)

4 unchanged sentences

Walton (2)(3)(4)

Co-Founder and Managing Member of Rockpoint

Co-Founder and Managing Member of Rockpoint Group, LLC

Margaret Wetherbee

5 unchanged sentences

Chief Executive Officer

deVilliers, Jr.

President & Chief Operating Officer

deVilliers III

Executive Vice President

President & Chief Operating Officer

Chief Financial Officer & Treasurer

Executive Vice President, Secretary &

General Counsel

Executive Vice President, Secretary & General Counsel

Controller and Chief Accounting Officer

4 unchanged sentences

Annual Meeting

Shareholders are cordially invited to attend

the 2024 annual meeting of shareholders on Wednesday, May 8, 2024 at 11:00 a.m., Eastern Daylight Time.

This year’s meeting will

be held virtually.

To participate in the annual meeting, go to www.frpdev.com , click the Investors tab, and then click the link

titled “2024 Annual Shareholders Meeting”.

Shareholders are cordially invited to attend the 2025 annual meeting of shareholders on Monday, May 12, 2024 at 11:00 a.m., Eastern Daylight Time.

This year’s meeting will be held virtually.

To participate in the annual meeting, go to www.frpdev.com , click the Investors tab, and then click the link titled “2025 Annual Shareholders Meeting”.

Transfer Agent

5 unchanged sentences

Jacksonville, Florida

Independent Registered Public Accounting

Independent Registered Public Accounting Firm

Hancock Askew & Co., LLP

2 unchanged sentences

The Nasdaq Stock Market

Shareholders may receive, without charge,

a copy of FRP Holdings, Inc.’s annual report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and

Exchange Commission by writing to the Treasurer at 200 West Forsyth Street, 7th Floor, Jacksonville, Florida 32202.

The most recent certifications

by our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act

of 2002 are filed as exhibits to our Form 10-K.

Shareholders may receive, without charge, a copy of FRP Holdings, Inc.’s annual report on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission by writing to the Treasurer at 200 West Forsyth Street, 7th Floor, Jacksonville, Florida 32202.

The most recent certifications by our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to our Form 10-K.

Company Website

The Company’s website may be accessed

at www.frpdev.com .

All of our filings with the Securities and Exchange Commission can be accessed through our website promptly

after filing.

This includes annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports filed or furnished

on Form 8-K and all related amendments.

The Company’s website may be accessed at www.frpdev.com .

All of our filings with the Securities and Exchange Commission can be accessed through our website promptly after filing.

This includes annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports filed or furnished on Form 8-K and all related amendments.

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 9A. Controls and Procedures