FRP HOLDINGS, INC.
For the period ended Dec 31, 2024. Filed Mar 18, 2025.
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FY2024 · Filed Mar 18, 2025
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Signatures
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. | ||
| Date: March 18, 2025 | By | JOHN D. BAKER III |
|---|---|---|
| John D. Baker III | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By | MATTHEW C. MCNULTY | |
| Matthew C. McNulty | ||
| Treasurer and Chief Financial Officer | ||
| (Principal Financial Officer) | ||
| By | JOHN D. KLOPFENSTEIN | |
| John D. Klopfenstein | ||
| Controller and Chief Accounting | ||
| 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 18, 2025.
/s/ John D. Baker III
Chief Executive Officer & Director
(Principal Executive Officer)
/s/ Matthew C. McNulty
Matthew C. McNulty
Treasurer and Chief Financial Officer
(Principal Financial Officer)
/s/ John D. Klopfenstein
John D. Klopfenstein
Controller and Chief Accounting Officer
(Principal Accounting Officer)
/s/ John D. Baker II
John D. Baker II
Executive Chairman Director
/s/ David H. deVilliers, Jr.
David H. deVilliers, Jr.
Vice-Chairman Director
/s/ Matthew S. McAfee
Matthew S. McAfee
s/ Martin E. Stein, Jr.
Martin E. Stein, Jr.
/s/ John S. Surface
John S. Surface
/s/ Nicole B. Thomas
Nicole B. Thomas
/ s/ William H. Walton
William H. Walton
/s/ Margaret Wetherbee
Margaret Wetherbee
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
EXHIBIT INDEX
Item 15(a)(3)
| 3.1 | Second Amended and Restated Articles of Incorporation of FRP Holdings, Inc., adopted February 4, 2015, incorporated herein by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on May 8, 2015. |
| 3.2 | Third Amended and Restated Bylaws of FRP Holdings, Inc., as amended March 31, 2020, incorporated herein by reference to Exhibit 3(i) to the Company’s Form 8-K filed on April 6, 2020. |
| 4.1 | Articles III, V and X of the Second Amended and Restated Articles of Incorporation of FRP Holdings, Inc, incorporated herein by reference to Exhibit 3.1 of the Company’s Form 10-Q filed May 8, 2015. |
| 4.2 | Specimen stock certificate of FRP Holdings, Inc., incorporated herein by reference to Exhibit 4.1 of the Company’s Post-Effective Amendment to Registration Statement on Form S-8 filed on December 5, 2014. |
| 4.3 | Description of Registrant’s Common Stock, incorporated herein by reference to Exhibit 4.3 of the Company’s Form 10-K filed on March 19, 2021. |
| 10.1 | Summary of Medical Reimbursement Plan of FRP Holdings, Inc., incorporated herein by reference to an exhibit filed with Form 10-K for the fiscal year ended September 30, 1993. File No. 33-26115. |
| 10.2 | Summary of Management Incentive Compensation Plans, incorporated herein by reference to an exhibit filed with Form 10-K for the fiscal year ended September 30, 1994. File No. 33-26115. |
| 10.3 | Management Security Agreements between the Company and certain officers, incorporated herein by reference to a form of agreement previously filed (as Exhibit (10)(I)) with Form S-4 dated December 13, 1988. File No. 33-26115. |
| 10.4 | FRP Holdings, Inc. 2006 Stock Incentive Plan, incorporated herein by reference to an appendix to the Company’s Proxy Statement dated December 29, 2005. |
| 10.5 | FRP Holdings, Inc. 2016 Equity Incentive Plan, incorporated herein by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed February 13, 2017. |
| 10.6 | Letter Agreement between the Company and David H. deVilliers, Jr., incorporated herein by reference to an exhibit filed with Form 10-Q for the quarter ended December 31, 2007. |
| 10.7 | Letter Agreement between the Company and John D. Klopfenstein, incorporated herein by reference to an exhibit filed with Form 10-Q for the quarter ended December 31, 2007. |
| 13.1 | The Company's 2024 Annual Report to shareholders, portions of which are incorporated by reference in this Form 10-K. Those portions of the 2024 Annual Report to Shareholders which are not incorporated by reference shall not be deemed to be filed as part of this Form 10-K. |
| 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. |
| 19.1 | FRP Holdings, Inc. Securities Trading Policy |
| 21.1 | Subsidiaries of Registrant at December 31, 2024 |
| 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. Baker III. |
| 31.2 | Certification of Matthew C. McNulty. |
| 31.3 | Certification of John D. Klopfenstein. |
| 32.1 | Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | FRP Holdings, Inc. Executive Officer Compensation Clawback Policy incorporated herein by reference to the Company's Form 10-k filed on March 26, 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 |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). |
INDEX TO FINANCIAL STATEMENTS
(Item 15(a) (1) and 2))
| Page | |
|---|---|
| Consolidated Financial Statements: | |
| Consolidated balance sheets at December 31, 2024 and 2023 | 62 |
| For the years ended December 31, 2024, 2023 and 2022 | |
| Consolidated statements of income | 60 |
| Consolidated statements of comprehensive income | 61 |
| Consolidated statements of cash flows | 63 |
| Consolidated statements of shareholders' equity | 64 |
| Notes to consolidated financial statements | 65-87 |
| Report of Independent Registered Public Accounting Firm | 89 |
| Selected quarterly financial data (unaudited) | 39-39 |
| Consent of Independent Registered Public Accounting Firm | 30 |
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.
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