10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-K

_________________

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018.

or

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 193 4

Commission File Number: 001-36769

_____________________

FRP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________________

FLORIDA	47-2449198
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
200 W. Forsyth St., 7th Floor, Jacksonville, Florida	32202
(Address of principal executive offices)	(Zip Code)

(904) 396-5733

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

Title of each class	Name of each exchange on which registered
Common Stock $.10 par value	NASDAQ

Securities registered pursuant to Section 12(g) of the Act: None

_________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  [_]    No  [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  [_]    No  [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  [X]    No  [_]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  [X]    No  [_]

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_]	Accelerated  filer [X]
Non-accelerated filer [_]	Smaller reporting company [X]
	Emerging growth company [_]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  [_]    No  [X]

The number of shares of the registrant’s stock outstanding as of March 15, 2019 was 9,950,821. The aggregate market value of the shares of Common Stock held by non-affiliates of the registrant as of June 30, 2018, the last day of business of our most recently completed second fiscal quarter, was $537,622,063. Solely for purposes of this calculation, the registrant has assumed that all directors, officers and ten percent (10%) shareholders of the Company are affiliates of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the FRP Holdings, Inc. 2018 Annual Report to Shareholders are incorporated by reference in Parts I and II.

Portions of the FRP Holdings, Inc. Proxy Statement which will be filed with the Securities and Exchange Commission not later than March 31, 2019 are incorporated by reference in Part III.

Preliminary Note Regarding Forward-Looking Statements.

Certain matters discussed in the report contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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. Such statements reflect management’s current views with respect to financial results related to future events and are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ, perhaps materially, from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of this Form 10-Q and other factors that might cause differences, some of which could be material, include, but are not limited to: the possibility that we may be unable to find appropriate investment opportunities; levels of construction activity in the markets served by our mining properties; demand for apartments in Washington D.C.: our ability to obtain zoning and entitlements necessary for property development; the impact of lending and capital market conditions on our liquidity, our ability to finance projects or repay our debt; general real estate investment and development risks; vacancies in our properties; risks associated with developing and managing properties in partnership with others; competition; our ability to renew leases or re-lease spaces as leases expire; illiquidity of real estate investments; bankruptcy or defaults of

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tenants; the impact of restrictions imposed by our credit facility; the level and volatility of interest rates; environmental liabilities; inflation risks; cyber security risks; as well as other risks listed from time to time in our SEC filings, including but not limited to, our annual and quarterly reports. We have no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.

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.

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PART I

Item 1. BUSINESS.

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 successor 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 and Florida Rock Properties, Inc., a Florida corporation, and the various subsidiaries of each.

Our Business. FRP Holdings, Inc. (the “Company”) is a holding company engaged in various real estate businesses. The segments of the Company include: (i) leasing and management of commercial properties owned by the Company (the “Asset Management Segment”), (ii) leasing and management of mining royalty land owned by the Company (the “Mining Royalty Lands Segment”), (ii) real property acquisition, entitlement, development and construction primarily for apartment, retail, warehouse, and office buildings either alone or through joint ventures (the “Development Segment”), (iv) leasing and management of a residential apartment building (the “Stabilized Joint Venture Segment”).

On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and three additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. These properties comprised substantially all the assets of our Asset Management segment and have been reclassified as discontinued operations for all periods presented.

The Asset Management Segment owns, leases and manages commercial properties. Price, location, rental space availability, flexibility of design and property management services are the major factors that affect competition in the office rental market. The Company experiences considerable competition in all of its markets. Our tenants are not concentrated in any one particular industry.

Our Mining Royalty Lands Segment owns several properties comprising approximately 15,000 acres currently under lease for mining rents or royalties (not including 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. 

Our Development Segment owns and continuously monitors the “highest and best use” of parcels of land that are in various stages of development. The overall strategy for this segment is to convert all of our non-income producing property into income-producing property through (i) an orderly process of constructing new apartment, retail, warehouse, and office buildings to be operated by the Company 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 Stabilized Joint Venture Segment owns, leases and manages a 305-unit residential apartment building with approximately 18,000 sq. ft. of first floor retail space. We have renamed this segment from RiverFront on the Anacostia to the Stabilized Joint Venture segment as we intend to transfer additional joint ventures from our Development segment into this segment as they reach stabilization.

Competition. As a developer, we compete with numerous developers, owners and operators of real estate, many of whom own properties similar to ours in the same submarkets in which our properties are located. Price, location, rental space availability, flexibility of design and property management services are the major factors that affect competition.

Customers. In the Mining Royalty Lands segment, we have a total of five tenants currently leasing our mining locations and one particular tenant (Vulcan Materials Company) accounted for 29.9% of the

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Company’s consolidated revenues in 2018. An event affecting Vulcan’s ability to perform under its lease agreements could materially impact the Company’s results.

Sales and Marketing. We use national brokerage firms to assist us in marketing our vacant properties. Our hands on in-house management team focuses on tenant satisfaction during the life of the lease which we have found to be very beneficial with respect to our tenant renewal success rate over the years.

Financial Information. Financial information is discussed by industry segment in Note 12 to the consolidated financial statements included in the accompanying 2018 Annual Report to Shareholders, which is incorporated herein by reference.

Environmental Matters. The Company incurs costs from time to time to investigate and remediate environmental contamination on its real estate. The Company's mining leases contain provisions under which the lessee is responsible for environmental liabilities and reclamation of mining sites at least to the extent required by law.

Seasonality. The Company’s business is subject to limited seasonality factors due to the cyclical nature of our mining customers’ businesses. Revenues generally decline slightly during winter months.

Employees. The Company employed 10 people and was provided services by 3 executive officers under a related party agreement at December 31, 2018.

Company Website. The Company’s website may be accessed at www.frpholdings.com. All of our filings with the Securities and Exchange Commission are accessible 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.

Item 1A. RISK FACTORS.

Our future results may be affected by a number of factors over which we have little or no control. The following issues, uncertainties, and risks, among others, should be considered in evaluating our business and outlook. Also, note that additional risks not currently identified or known to us could also negatively impact our business or financial results.

Risks Relating to our Business

A decline in the economic conditions in Baltimore and Washington, D.C. markets could adversely affect our business.

Nearly all of our commercial properties are located in the Baltimore area and Washington, D.C. We are, therefore, subject to increased exposure (positive or negative) to economic and other competitive factors specific to markets in confined geographic areas. Our operations may also be affected if too many competing properties are built in these markets. An economic downturn in these markets could adversely affect our operation. We cannot be sure that these markets will continue to grow or demand the type of assets in our portfolio.

Since the Spin-off of Patriot, FRP has shared executives with Patriot so those executives do not devote their full time and attention to the Company.

Under the terms of the now amended Transition Services Agreement between FRP and Patriot, Patriot now provides the services of two of its executive officers to FRP. John D. Milton, Jr. serves as General Counsel for Patriot and John D. Klopfenstein, Controller and Chief Accounting Officer, serves in the same capacity with FRP under the Transition Services Agreement. John D. Klopfenstein spends approximately 50% of his time working for FRP pursuant to the terms of the Transition Services Agreement and both companies share in 50%

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of the costs (including overhead); John D. Milton, Jr. spends about 25% of his time working for Patriot and 75% of his time for FRP and his costs (including overhead) are shared in these proportions. FRP could be adversely impacted by lack of the full-time focus of these executives during the term of the Transition Services Agreement. In addition, these executives may face conflicts of interest, or the appearance thereof, if there is a dispute under the agreements between Patriot and FRP or a future business transaction.

We conduct a significant portion of our operations through joint ventures, which may lead to disagreements with our joint venture partners and adversely affect our interests in the joint ventures.

We currently are a party to joint ventures relating to Phase I and Phase II of our Riverfront on the Anacostia development, our Brooksville property and our Maryland office park development. We may enter into additional joint ventures in the future. In each of our existing joint ventures, the consent of our joint venture partner is required to take certain actions, and in some cases will share equal voting control. Our joint venture partners, as well as future partners, may have interests that are different from ours which may result in conflicting views as to the conduct of the joint ventures. In the event that we have a disagreement with a joint venture partner as to the resolution of a particular issue to come before the joint venture, or as to the conduct or management of the joint venture generally, we may not be able to resolve such disagreement in our favor and such a disagreement could have a material adverse effect on our interest in the joint venture or on the business of the joint venture generally.

Our business may be adversely affected by seasonal factors and harsh weather conditions.

The Mining Royalty Lands Segment and the Development Segment could be adversely affected by reduced construction and mining activity during periods of inclement weather. These factors could cause our operating results to fluctuate from quarter to quarter. An occurrence of unusually harsh or long-lasting inclement weather such as hurricanes, tornadoes and heavy snowfalls could have an adverse effect on our operations and profitability.

Our revenues depend in part on construction sector activity, which tends to be cyclical.

Our Mining Royalty Lands Segment revenues are derived from royalties on construction aggregates mined on our properties. Thus, our results depend in part on residential, commercial and infrastructure construction activity and spending levels. The construction industry in our markets tends to be cyclical. Construction activity and spending levels vary across our markets and are influenced by interest rates, inflation, consumer spending habits, demographic shifts, environmental laws and regulations, employment levels and the availability of funds for public infrastructure projects. Economic downturns may lead to recessions in the construction industry, either in individual markets or nationally.

Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.

Liability for environmental contamination on real property owned by the Company may include the following costs, without limitation: investigation and feasibility study costs, remediation costs, litigation costs, oversight costs, monitoring costs, institutional control costs, penalties from state and federal agencies and third-party claims. These costs could be substantial and in extreme cases could exceed the value of the contaminated property. Moreover, on-site operations may be suspended until certain environmental contamination is remediated and/or permits are received, and governmental agencies can impose permanent restrictions on the manner in which a property may be used depending on the extent and nature of the contamination. This may result in a breach of the terms of the lease entered into with our tenants. Governmental agencies also may create liens on contaminated sites for damages it incurred to address such contamination. In addition, the presence of hazardous substances at, on, under or from a property may adversely affect our ability to sell the property or borrow funds using the property as collateral, thus harming our financial condition.

The presence of contaminated material at our RiverFront on the Anacostia development site will subject us to substantial environmental liability and costs as construction proceeds.

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With respect to our RiverFront on the Anacostia site in Washington, D.C., preliminary environmental testing has indicated the presence of contaminated material that will have to be specially handled in excavation in conjunction with construction. While we have recovered and will continue to seek partial reimbursement for these costs from neighboring property owners, we still expect to incur significant environmental costs in connection with construction.

During the quarter ending December 31, 2015, management successfully completed negotiations and entered into a $3.0 million settlement of environmental claims on all four phases against our former tenant at the Riverfront on the Anacostia property and continues to pursue settlement negotiations with other potentially responsible parties. The total remediation expense for Phase I of this development was $1.833 million.

The Company executed a letter of intent with MRP Realty in May 2016 to develop Phase II of the Riverfront on the Anacostia project and recorded an estimated environmental remediation expense of $2.0 million for the Company’s estimated liability under the proposed agreement. The Company substantially completed the remediation and reduced the estimated liability in the quarter ending September 30, 2018 by $465,000.

The Company has no obligation to remediate this contamination on Phases III and IV of the development until such time as it makes a commitment to commence construction on each phase. The Company's actual expense to address this issue may be materially higher or lower than the expense previously recorded depending upon the actual costs incurred.

Uninsured losses could significantly reduce our earnings.

We self-insure for a portion of our claims exposure resulting from workers’ compensation, auto liability, general liability and employees’ health insurance. We also are responsible for our legal expenses relating to such claims. We maintain insurance above the amounts for which we self-insure with licensed insurance carriers. Although we believe the aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed our aggregate coverage limits. Additionally, there are certain losses, such as losses from hurricanes, terrorism, wars or earthquakes, where insurance is limited or not economically justifiable. If the Company experiences an uninsured loss of real property, we could lose both the invested capital and anticipated revenues associated with such property. We accrue currently for estimated incurred losses and expenses and periodically evaluate and adjust our claims accrued liability to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses greater than accrued amounts.

We may be unable to renew leases or re-lease properties as leases expire.

When a lease expires, a tenant may elect not to renew it. If that occurs, we may not be able to lease the property on similar terms. The terms of renewal or re-lease (including the cost of required renovations and concessions to tenants) may be less favorable than the prior lease. If we are unable to lease all or substantially all of our properties, or if the rental rates upon such re-leasing are significantly lower than expected rates, our cash generated before debt repayments and capital expenditures may be adversely affected.

We may be unable to lease currently vacant properties.

If we are unable to obtain leases sufficient to cover carrying costs, then our cash flows may be adversely affected.

The bankruptcy or insolvency of significant tenants with long-term leases may adversely affect income produced by our properties.

Should tenants default on their obligations, our cash flow would be adversely affected, and we may not be able to find another tenant to occupy the space under similar terms or may have to make expenditures to retrofit or divide the space. Additionally, we may have to incur a non-cash expense for a significant amount of deferred

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rent revenue generated from the accounting requirement to straight-line rental revenues. The bankruptcy or insolvency of a major tenant may also adversely affect the income produced by a property. If any of our tenants become a debtor in a case under the U.S. Bankruptcy Code, we cannot evict that tenant solely because of its bankruptcy. The bankruptcy court may authorize the tenant to reject and terminate its lease with the Company. Our claim against such a tenant for unpaid future rent would be subject to a statutory limitation that may be substantially less than the remaining rent actually owed to us under the tenant’s lease. Any shortfall in rent payments could adversely affect our cash flow.

Our inability to obtain necessary approvals for property development could adversely affect our profitability.

We may be unable to obtain, or incur delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in increased costs or abandonment of certain projects. Before we can develop a property, we must obtain a variety of approvals from local and state governments with respect to such matters as zoning, density, parking, subdivision, site planning and environmental issues. Legislation could impose moratoriums on new real estate development or land-use conversions from mining to development. These factors may reduce our profit or growth and may limit the value of these properties.

Real estate investments are not as liquid as other types of assets.

The illiquid nature of real estate investments may limit our ability to react promptly to changes in economic or other conditions. In addition, significant expenditures associated with real estate investments, such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investments. Thus, the illiquid nature of our real estate investments could adversely affect our profitability under certain economic conditions.

Our debt service obligations may have adverse consequences on our business operations.

We use debt to finance our operations, including acquisitions of properties. Our use of debt may have adverse consequences, including the following:

· Our cash flows from operations may not be sufficient to meet required payments of principal and interest.

· We may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt.

· We may default on our debt obligations, and the lenders may foreclose on our properties that collateralize those loans.

· A foreclosure on one of our properties could create taxable income without any accompanying cash proceeds to pay the tax.

· We may not be able to refinance or extend our existing debt.

· The terms of any refinancing or extension may not be as favorable as the terms of our existing debt.

· We may not be able to issue debt on unencumbered properties under reasonable terms to finance growth of our portfolio of properties.

· We may be subject to a significant increase in the variable interest rates on our unsecured and secured lines of credit, which could adversely impact our operations.

· Our debt agreements have yield maintenance requirements that result in a penalty if we prepay loans.

On May 21, 2018 in conjunction with the sale of the warehouse business the Companies mortgages notes were prepaid and the credit line with First Tennessee Bank, N.A. was terminated. As of December 31, 2018, we had outstanding non-recourse mortgage indebtedness of $90,000,000, secured by developed real estate properties having a carrying value of $138,762,000.

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Our uncollateralized revolving credit agreement restricts our ability to engage in some business activities.

Our uncollateralized revolving credit agreement contains customary negative covenants and other financial and operating covenants that, among other things:

· restricts our ability to incur certain additional indebtedness;

· restricts our ability to make certain investments;

· restricts our ability to merge with another company;

· restricts our ability to pay dividends;

· requires us to maintain financial coverage ratios; and

· requires us to not encumber certain assets except as approved by the lenders.

These restrictions could cause us to default on our unsecured line of credit or negatively affect our operations.

The replacement of LIBOR with an alternative reference rate may adversely affect interest expense related to outstanding debt.

On July 27, 2017, the Financial Conduct Authority, or FCA, announced that it would phase out LIBOR as a benchmark by the end of 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021. When LIBOR ceases to exist, we may need to amend the credit and loan agreements with our lenders that utilize LIBOR as a factor in determining the interest rate based on a new standard that is established, if any. The transition to an alternative rate will require careful and deliberate consideration and implementation so as to not disrupt the stability of financial markets. There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates, or borrowing costs to borrowers, any of which could have an adverse effect on our business, results of operations and financial condition.

Fluctuations in value of Bond Portfolio and losses on bonds sold.

As of December 31, 2018, the Company had total investments of $165,212,000 in corporate bonds with maturities ranging from 2020 through 2024. The Company measures the fair value of these investments on a quarterly basis and recognizes the unrealized gain or loss in its comprehensive income. As a result, the Company’s comprehensive income will be impacted by factors outside our control such as fluctuations in interest rates that impact the value of our investment portfolio. The Company could incur losses should it sell the bonds prior to maturity or if the bond issuer does not redeem the bond at par.

Our Asset Management and Development Segments face competition from numerous sources.

As a developer of apartments, retail, flexible warehouse and office space, we compete with numerous developers, owners and operators of real estate, many of whom own properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose potential tenants and we may be pressured to reduce our rental rates to an amount lower than we currently charge in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, results of operations, cash flow and ability to satisfy our debt service obligations could be materially adversely affected.

Construction costs may be higher than anticipated.

Our long-term business plan includes a number of construction projects. The construction costs of these projects may exceed original estimates and possibly make the completion of a property uneconomical. Building material commodity shortages, construction delays or stoppages or rapidly escalating construction costs may out-pace market rents, which would adversely affect our profits. The market environment and existing lease commitments may not allow us to raise rents to cover these higher costs.

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Risks Relating to our Common Stock

Certain shareholders have effective control of a significant percentage of FRP's common stock and likely will control the outcome of any shareholder vote.

As of December 31, 2018, our Chief Executive Officer, John D. Baker, II beneficially owned approximately 13.9% of the outstanding shares of our common stock (80.2% of such shares are held in trust under which voting power is shared with other family members) and certain of his family members beneficially own an additional 18.7% of the outstanding shares of our common stock. As a result, these individuals effectively may have the ability to direct the election of all members of our board of directors and to exercise a controlling influence over its business and affairs, including any determinations with respect to mergers or other business combinations involving the Company, its acquisition or disposition of assets, its borrowing of monies, its issuance of any additional securities, its repurchase of common stock and its payment of dividends.

Provisions in our articles of incorporation and bylaws and certain provisions of Florida law could delay or prevent a change in control of FRP.

The existence of some provisions of our articles of incorporation and bylaws and Florida law could discourage, delay or prevent a change in control of FRP that a shareholder may consider favorable. These include provisions:

• providing that directors may be removed by our shareholders only for cause;

• authorizing a large number of shares of stock that are not yet issued, which would allow FRP’s board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the stock ownership of persons seeking to obtain control of FRP;

• prohibiting shareholders from calling special meetings of shareholders or taking action by written consent; and

• imposing advance notice requirements for nominations of candidates for election to our board of directors at the annual shareholder meetings.

These provisions apply even if a takeover offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our board of directors determines is not in the Company’s or the shareholders’ best interests.

FRP may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock.

Our articles of incorporation authorize us to issue, without the approval of our shareholders, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other rights, and such qualifications, limitations or restrictions as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of FRP's common stock. For example, FRP could grant holders of preferred stock the right to elect some number of its directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences FRP could assign to holders of preferred stock could affect the residual value of the common stock.

Item 1B. UNRESOLVED STAFF COMMENTS.

None.

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Item 2. PROPERTIES.

The Company owns (predominately in fee simple but also through ownership of interests in joint ventures) over 20,000 acres of land in Florida, Georgia, Maryland, Virginia, Delaware and the District of Columbia. This land is generally held by the Company in four distinct segments (i) Asset Management 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 and held for investment to be further developed for future income production or sales to third parties), and (iv) Stabilized Joint Venture Segment (a 305-unit apartment building with retail on the first floor).

Asset Management Segment. On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and three additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. These properties comprised substantially all the assets of our Asset Management segment and have been reclassified as discontinued operations for all periods presented.

As of December 31, 2018, the Asset Management Segment owned three commercial properties as follows:

1) 34 Loveton Circle in suburban Baltimore County, Maryland consists of one office building totaling 33,708 square feet (24% of the space is occupied by the Company for use as our Baltimore headquarters).

2) 7030 Dorsey Run Road in Howard County, Maryland consists of one office building totaling 63,122 square feet.

3) 155 E. 21^st Street in Duval County, Florida 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.

Mining Royalty Lands Segment – Mining Properties. The following table summarizes the Company's mining royalty lands and estimated reserves at December 31, 2018 a substantial portion of which are leased to Vulcan Materials.

			Tons of
	Tons Sold		Estimated
	in Year		Reserves
	Ended		at
	12/31/2018		12/31/2018
		(000’s)		(000’s)
The Company owns nine locations
currently being mined in Grandin,
Ft. Myers, Keuka, Newberry,
and Astatula, Florida; Columbus,
Macon, and Tyrone, Georgia;
and Manassas, Virginia comprising approximately 12,742 acres.		7,704		449,302
The Company owns four locations that
are leased for mining but are not currently
being mined in Marion County and Lake Louisa and Lake Sand in Lake County,
Florida and Forest Park Georgia comprising approximately 2,452 acres.		0		73,369

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This table excludes the Brooksville, Florida property, approximately 4,280 acres, as it was transferred on October 4, 2006 to a joint venture with Vulcan Materials Company (“Vulcan Materials” or “Vulcan”) for future development.

In May 2014, the Company entered into an amendment to our lease agreement for our Ft. 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 agreed to sell Lee County 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. In April 2017, Lee County issued a Mine Operating Permit that permits mining activity to take place on land owned by the Company in Ft. Myers. This action fully entitled the property and allowed Vulcan to begin production. Mining commenced in September 2017.

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 should issue the mining permit during 2019. After an environmental survey and completing the work necessary to prepare this site to become an active sand mine, Cemex expects to begin mining during 2020.

Mining Royalty Lands Segment - Brooksville Joint Venture. On October 4, 2006, a subsidiary of the Company (Florida Rock Properties, Inc.) 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 Master Plan 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 location. In 2018, 342,000 tons were sold, and estimated reserves were 4,906,000 as of December 31, 2018. During 2017, the Company agreed to extend the mining lease on this property for an additional ten years, through the year 2032, in exchange for a requirement to increase production 100,000 tons by December 31, 2023.

Mining Royalty Lands Segment - Other Properties. The segment also owns an additional 1,875 acres of investment properties in Gulf Hammock (approximately 1,600 acres currently on the market for $4.0 million), Brooksville, Palatka, and Polk County, Florida and Yatesville, Georgia.

Development Segment – Warehouse/Office Land.

At December 31, 2018 this segment owned the following future development parcels:

1) 15 acres of horizontally developed land available for future construction of an additional 187,550 square feet of warehouse/office product at Lakeside Business Park in Harford County, Maryland.

2) 17.5 acres of horizontally developed land available for future construction of 164,500 square feet of retail and office buildings representing our 50% interest in a joint venture at Windlass Run Business Park in Baltimore County, Maryland.

3) 33 acres of horizontally developed land including one 93,450-square-foot warehouse under construction for completion in the spring of 2019 and two or three lots available for 234,450 square feet of warehouse, office, hotel and flex buildings at Hollander 95 Business Park in Baltimore City, Maryland.

Development Segment – Land Held for Investment or Sale.

1) 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. The approved planned unit development permits the Company to develop a four building, mixed use project,

12 

containing approximately 545,800 square feet of office and retail uses and approximately 569,600 square feet of residential and hotel uses. The approved development would include numerous publicly accessible open spaces and a waterfront esplanade along the Anacostia River. The first building was completed through a joint venture and became our fourth business segment in July 2017, the Stabilized Joint Venture Segment. Construction on the second building commenced in 2018.

On August 24, 2015, in anticipation of commencing construction of the new Frederick Douglass bridge at a location immediately to the West of the existing bridge, the District of Columbia filed a Declaration of Taking for a total of 7,390 square feet of permanent easement and a 5,022-square-foot temporary construction easement on land along the western boundary of the land that will ultimately hold Phase III and IV. Previously, the Company and the District had conceptually agreed to a land swap with no compensation that would have permitted the proposed new bridge, including construction easements, to be on property wholly owned by the District. As a result, the Planned Unit Development was designed and ultimately approved by the Zoning Commission as if the land swap would occur once the District was ready to move forward with the new bridge construction. In September 2016 the Company received $1,115,400 as settlement for the easement. The Company will continue to seek an agreement from the District that the existing bridge easement will terminate when the new bridge has been placed in service and the existing bridge has been removed. The Company’s position is that otherwise Phase IV will be adversely impacted, and additional compensation or other relief will be due the Company.

2) The Hampstead Trade Center property in Hampstead, Carroll County, Maryland is a 118-acre parcel located adjacent to the State Route 30 bypass. The parcel was previously zoned for industrial use. On December 22, 2018, The Town of Hampstead re-awarded FRP its request for rezoning with a 30-day appeal period. No appeal was filed, therefore, FRP can now move forward with its residential concept plan. Management believes this to be a higher and best use of the property. We are fully engaged in the formal process of seeking PUD entitlements for this 118-acre tract in Hampstead, Maryland, now known as “Hampstead Overlook”.

3) Bryant Street Partnerships: On December 24, 2018 the Company and MRP Realty formed four 4 partnerships to purchase and develop approximately 5 acres of land at 500 Rhode Island Ave NE, Washington, D.C. This property is the first phase of the Bryant Street Master Plan. 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.

4) The Square 664E property is approximately 2 acres and sits on the Anacostia River at the base of South Capitol Street approximately 1 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. The lease terminates on August 31, 2021 and Vulcan has the option to renew for one additional period of five (5) years. In the quarter ending December 31, 2014, the District of Columbia announced that it had selected Buzzard Point for the future site of the new DC United major league soccer stadium. The selected stadium location is separated from our property by just one small industrial lot. In March 2017 reconstruction of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development.

Stabilized Joint Venture Segment.

We have renamed this segment from RiverFront on the Anacostia to the Stabilized Joint Venture segment as we intend to transfer additional joint ventures from our Development segment into this segment as they reach stabilization.

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 18,000 sq. ft. 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

13 

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.

Item 3. LEGAL PROCEEDINGS.

Note 14 to the consolidated financial statements included in the accompanying 2018 Annual Report to Shareholders is incorporated herein by reference.

In April 2018, The Gill Corporation (“Gill”), a tenant of the Company, purportedly exercised its right of first refusal to purchase a warehouse property located in Harford County, Maryland, for a purchase price of $11.7 million. This warehouse property was scheduled to be sold to an affiliate of Blackstone Real Estate in the transaction that closed in June 2018. Gill has declined to close on the purchase pursuant to the right of first refusal, contending that the Company has an obligation to replace the roof at an estimated cost of $664,900. Gill has subsequently sued the Company to enforce the right of first refusal and to require the Company to pay the cost of replacing the roof or, in the alternative, for damages. The Company believes that these claims are without merit and is vigorously defending the action.

Item 4. MINE SAFETY DISCLOSURES.

None.

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

There were approximately 355 holders of record of FRP Holdings, Inc. common stock, $.10 par value, as of December 31, 2018. The Company's common stock is traded on the Nasdaq Stock Market (Symbol FRPH).

Price Range of Common Stock. Information concerning stock prices is included under the caption "Quarterly Results" on page 7 of the Company's 2018 Annual Report to Shareholders, and such information is incorporated herein by reference.

Dividends. The Company has not paid a cash dividend in the past and it is the present policy of the Board of Directors not to pay cash dividends. Information concerning restrictions on the payment of cash dividends is included in Note 5 to the consolidated financial statements included in the accompanying 2018 Annual Report to Shareholders and such information is incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans. Information regarding securities authorized for issuance under equity compensation plans is included in Item 12 of Part III of this Annual Report on Form 10-K and such information is incorporated herein by reference.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

14 

						(c)
						Total
						Number of
						Shares		(d)
						Purchased		Approximate
		(a)				As Part of		Dollar Value of
		Total		(b)		Publicly		Shares that May
		Number of		Average		Announced		Yet Be Purchased
		Shares		Price Paid		Plans or		Under the Plans
Period		Purchased		per Share		Programs		or Programs (1)
	October 1
	Through
	October 31		—	$	—		—	$	4,883,000
	November 1
	Through
	November 30		37,039	$	49.14		37,039	$	3,063,000
	December 1
	Through
	December 31		84,778	$	46.15		84,778	$	9,150,000
	Total		121,817	$	47.06		121,817

(1) On February 4, 2015, the Board of Directors authorized management to expend up to $5,000,000 to repurchase shares of the Company’s common stock from time to time as opportunities arise. On December 5, 2018, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization.

Item 6. SELECTED FINANCIAL DATA.

Information required in response to this Item 6 is included under the caption "Five Year Summary" on page 7 of the Company's 2018 Annual Report to Shareholders and such information is incorporated herein by reference.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Information required in response to Item 7 is included under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operation" on pages 8 through 18 of the Company’s 2018 Annual Report to Shareholders and such information is incorporated herein by reference.

Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk - We are exposed to the impact of interest rate changes through our variable-rate borrowings under Credit Agreement with Wells Fargo.

Under the Wells Fargo Credit Agreement, the applicable margin for borrowings at December 31, 2018 was LIBOR plus 1.4%. The applicable margin for such borrowings will be increased in the event that our debt to capitalization ratio as calculated under the Wells Fargo Credit Agreement Facility exceeds a target level.

The Company did not have any variable rate debt outstanding at December 31, 2018, so a sensitivity analysis was not performed to determine the impact of hypothetical changes in interest rates on the Company’s results of operations and cash flows.

15 

For our debt instruments with variable interest rates, changes in interest rates affect the amount of interest expense incurred. The following table provides information about the Company’s long-term debt and variable rate debt outstanding at December 31, 2018 (dollars in thousands):

												There				Fair
Liabilities:	2019		2020			2021		2022		2023		after		Total		Value
Scheduled
maturities of
long-term debt:
Fixed Rate	$	—	$	—	$	127	$	1,556	$	1,622	$	86,695	$	90,000	$		88,789
Average interest rate		4.125%		4.125%		4.125%		4.125%		4.125%		4.125%

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Information required in response to this Item 8 is included under the caption "Quarterly Results" on page 7 and on pages 19 through 33 of the Company's 2018 Annual Report to Shareholders. Such information is incorporated herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

Item 9A. 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 is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer, our principal financial officer and our chief 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, 2018.

Hancock Askew & Co., LLP, the independent registered certified public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of December 31, 2018, as stated in their report which appears in Item 8.

16 

CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the fourth quarter of 2018, 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:

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

ii. 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; and

iii. 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.

ITEM 9B. OTHER INFORMATION.

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Information regarding the Company’s executive officers and directors (including the disclosure regarding audit committee financial experts), required in response to this Item 10, is included under the captions “Board of Directors and Corporate Governance- Our Board of Directors,” “Board of Directors and Corporate Governance- Board Leadership,” “Board of Directors and Corporate Governance- Board Committees,” “Board of Directors and Corporate Governance- Business Conduct Policies,” “Securities Ownership- Section 16(a) Beneficial Ownership Reporting Compliance,” and “Compensation Discussion and Analysis” 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, 2019.

17 

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 available on our web site at www.frpholdings.com under the heading Corporate Governance.

Item 11. EXECUTIVE COMPENSATION.

Information required in response to this Item 11 is included under the captions "Board of Directors and Corporate Governance- Board Committees- Compensation Committee,” “Non-Employee Director Compensation,” “Compensation Discussion and Analysis” and “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, 2019.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Information required in response to this Item 12 is included under the captions “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, 2019.

Equity Compensation Plan Information

				Number of Securities
				remaining available
	Number of Securities			for future issuance
	to be issued upon		Weighted average	under equity
	exercise of		exercise price of	compensation plans
	outstanding options,		outstanding options,	(excluding securities
	warrants and rights		warrants and rights	reflected in column (a))
Plan Category	(a)		(b)	(c)
Equity compensation plans
approved by security holders	147,538	$	33.48	490,310
Equity compensation plans
not approved by security holders	0		0	0
Total	147,538	$	33.48	490,310

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Information required in response to this Item 13 is included under the caption “Related Party Transactions” and “Board of Directors and Corporate Governance- Director Independence” 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, 2018.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

18 

Information required in response to this Item 14 is included under the captions “Independent Registered Public Accounting Firm” 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, 2019.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE.

(a) (1) and (2) Financial Statements and Financial Statement Schedule.

The response to this item is submitted as a separate section. See Index to Financial Statements and Financial Statement Schedule on page 23 of this Form 10-K.

(3) Exhibits.

The response to this item is submitted as a separate section. See Exhibit Index on pages 21 through 22 of this Form 10-K.

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 15, 2019	By	JOHN D. BAKER II
		John D. Baker II
		Chief Executive Officer
		(Principal Executive Officer)
	By	JOHN D. MILTON, JR.
		John D. Milton, Jr.
		Executive Vice President, Treasurer,
		Secretary and Chief Financial Officer
		(Principal Financial Officer)
	By	JOHN D. KLOPFENSTEIN
		John D. Klopfenstein
		Controller and Chief Accounting
		Officer (Principal Accounting Officer)

19 

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 15, 2019.

/s/ John D. Baker II John D. Baker II Executive Chairman and Chief Executive Officer	/s/ Charles E. Commander III Charles E. Commander III Director
(Principal Executive Officer)
/s/ John D. Milton, Jr. John D. Milton, Jr. Executive Vice President, Treasurer, Secretary and Chief Financial Officer (Principal Financial Officer)	/s/ H. W. Shad III H. W. Shad III Director
/s/ John D. Klopfenstein John D. Klopfenstein Controller and Chief Accounting Officer (Principal Accounting Officer)	/s/ Martin E. Stein, Jr. Martin E. Stein, Jr. Director
/s/ William H. Walton William H. Walton Director

20 

FRP HOLDINGS, INC.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018

EXHIBIT INDEX

Item 15(a)(3)

2.1	Separation and Distribution Agreement, dated as of January 30, 2015, by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc., incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 3, 2015.
3.1	Second Amended and Restated Articles of Incorporation of FRP Holdings, Inc., adopted February 4, 2015, incorporated 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., adopted February 3, 2016, incorporated by reference to Exhibit 3(ii) to the Company’s Form 8-K filed on February 5, 2016.
4.1	Articles III, V and X of the Second Amended and Restated Articles of Incorporation of FRP Holdings, Inc, incorporated by reference to Exhibit 3.1 of this Form 10-K.
10.1	Tax Matters Agreement, dated January 30, 2015 by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 3, 2015.
10.2	Employee Matters Agreement, dated January 30, 2015 by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc., incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on February 3, 2015.
10.3	Transition Services Agreement, dated January 30, 2015 by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc., incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on February 3, 2015.
10.4	Credit Agreement, dated January 30, 2015, by and between FRP Holdings, Inc. and Wells Fargo Bank, N.A., incorporated by reference to exhibit 10.1 of the Company’s Form 10-Q filed on May 8, 2015.
10.5	Summary of Medical Reimbursement Plan of FRP Holdings, Inc., incorporated by reference to an exhibit filed with Form 10-K for the fiscal year ended September 30, 1993. File No. 33-26115.
10.6	Summary of Management Incentive Compensation Plans, incorporated by reference to an exhibit filed with Form 10-K for the fiscal year ended September 30, 1994. File No. 33-26115.
10.7	Management Security Agreements between the Company and certain officers, incorporated 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.
10.8	FRP Holdings, Inc. 2006 Stock Incentive Plan, incorporated by reference to an appendix to the Company’s Proxy Statement dated December 29, 2005. File No. 33-26115.
10.9	FRP Holdings, Inc. 2016 Equity Incentive Plan, incorporated by reference to an appendix to the Company’s Proxy Statement dated December 22, 2016.
10.10	Joint Venture Agreement between Florida Rock Industries, Inc. and Florida Rock Properties, incorporated by reference to an exhibit filed with Form 10-K for the fiscal year ended September 30, 2006. File No. 33-26115.
10.11	Letter Agreement between the Company and David H. deVilliers, Jr., incorporated by reference to an exhibit filed with Form 10-Q for the quarter ended December 31, 2007. File No. 33-26115.
10.12	Letter Agreement between the Company and John D. Klopfenstein, incorporated by reference to an exhibit filed with Form 10-Q for the quarter ended December 31, 2007. File No. 33-26115.
10.13	Limited Liability Company Agreement of RiverFront Investment Partners I LLC. Between FRP RiverFront I LLC and MRP SE Waterfront Residential LLC. incorporated by reference to an exhibit filed with Form 10-Q for the quarter ended June 30, 2013. File No. 33-26115.
10.14	Loan Agreement dated November 17, 2017 between Riverfront Holdings I, LLC and EagleBank, incorporated by reference to Exhibit 10.15 of the Company’s Form 10-K filed on March 16, 2018.
13.1	The Company's 2018 Annual Report to shareholders, portions of which are incorporated by reference in this Form 10-K. Those portions of the 2018 Annual Report to Shareholders which are not incorporated by reference shall not be deemed to be filed as part of this Form 10-K.

21 

14.1	Financial Code of Ethical Conduct between the Company, Chief Executive Officers and Financial Managers, adopted December 3, 2014, incorporated by reference to Exhibit 14 to the Company’s Form 10-Q filed on November 9, 2017.
21.1	Subsidiaries of Registrant at December 31, 2018: Florida Rock Properties, Inc. (a Florida corporation); FRP Development Corp. (a Maryland corporation); 34 Loveton Center LLC (a Maryland limited liability company); Oz LLC(a Maryland limited liability company); 1502 Quarry, LLC(a Maryland limited liability company); FRP Lakeside LLC #1 (a Maryland limited company); FRP Lakeside LLC #2 (a Maryland limited liability company); FRP Lakeside LLC #3 (a Maryland limited liability company); FRP Lakeside LLC #4 (a Maryland limited liability company); FRP Lakeside LLC #5 (a Maryland limited liability company); FRP Hillside LLC (a Maryland limited liability company); FRP Hillside LLC #2 (a Maryland limited liability company); FRP Hillside LLC #3 (a Maryland limited liability company); FRP Hillside LLC #4 (a Maryland limited liability company); FRP Windsor LLC (a Maryland limited liability company); FRP Dorsey LLC (a Maryland limited liability company); FRP Bird River LLC (a Maryland limited liability company); FRP Interchange LLC (a Maryland limited liability company); FRP Azalea LLC (a Maryland limited liability company); FRP Manassas LLC (a Maryland limited liability company); FRP Hampstead LLC (a Maryland limited liability company); FRP Hollander 95 LLC (a Maryland limited liability company); FRP 10820 Gilroy Road LLC (a Maryland limited liability company); FRP Transit Business Park (a Maryland limited liability company); FRP Kelso LLC (a Maryland limited liability company); FRP Oregon Avenue LLC (a Maryland limited liability company); FRP Preston Court LLC (a Maryland limited liability company); FRP Port Capital LLC (a Maryland limited liability company); Brooksville Quarry, LLC (a Florida limited liability company, 50% owned by the Company); Lake Louisa, LLC (a Florida limited liability company); FRP Riverfront I, LLC (a Delaware limited liability company); Riverfront Investment Partners I, LLC (a Delaware limited liability company, 77.14% owned by the Company); BC Realty, LLC (a Maryland limited liability company, 50% owned by the Company); FRP Riverfront II, LLC (a Delaware limited liability company); Riverfront Investment Partners Phase II, LLC (a Delaware limited liability company, 80% owned by the Company); FRP Cranberry Run, LLC (a Maryland limited liability company); FRP Bryant Street Phase I-AC OZ Fund, LLC (a District of Columbia limited liability company); FRP Bryant Street Phase I-B OZ Fund, LLC (a District of Columbia limited liability company); FRP Bryant Street Phase I-D OZ Fund, LLC (a District of Columbia limited liability company); FRP Bryant Street Phase I-E OZ Fund, LLC (a District of Columbia limited liability company); Bryant Venture Phase I-A&C, LLC (a District of Columbia limited liability Company, 61.36% owned by the Company); Bryant Venture Phase I-B, LLC (a District of Columbia limited liability Company, 61.36% owned by the Company); Bryant Venture Phase I-D, LLC (a District of Columbia limited liability Company, 61.36% owned by the Company); Bryant Venture Phase I-E, LLC (a District of Columbia limited liability Company, 61.36% owned by the Company).
23.1	Consent of Hancock Askew & Co., Inc., Independent Registered Certified Public Accounting Firm, appears on page 24 of this Form 10-K.
31.1	Certification of John D. Baker II.
31.2	Certification of John D. Milton, Jr.
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.
99.1	Information Statement of Patriot Transportation Holding, Inc., dated January 12, 2015, incorporated by reference to the Company’s Form 8-K filed on January 13, 2015.
101.INS	XBRL Instance Document
101.XSD	XBRL Taxonomy Extension Schema
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

22 

FRP HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

(Item 15(a) (1) and 2))

	Page
Consolidated Financial Statements:
Consolidated balance sheets at December 31, 2018 and December 31, 2017	21	(a)
For the years ended December 31, 2018 and 2017
Consolidated statements of income	19	(a)
Consolidated statements of comprehensive income	20	(a)
Consolidated statements of cash flows	22	(a)
Consolidated statements of shareholders' equity	23	(a)
Notes to consolidated financial statements	24-35	(a)
Reports of Independent Registered Certified Public Accounting Firm	37-38	(a)
Selected quarterly financial data (unaudited)	7	(a)
Consent of Independent Registered Certified Public Accounting Firm	24	(b)
Report of Independent Registered Certified Public Accounting Firm
on Financial Statement Schedule	24	(b)
Consolidated Financial Statement Schedule:
III – Real estate and accumulated depreciation and depletion	25-26	(b)
(a)         Refers to the page number in the Company's 2018 Annual Report to Shareholders.  Such information is incorporated by reference in Item 8 of this Form 10-K.
(b)         Refers to the page number in this Form 10-K
All other 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.

23 

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED CERTIFIED 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. 333-55132, 333-125099, and 333-131475) of FRP Holdings, Inc. of our reports dated March 15, 2019, relating to the consolidated financial statements and the effectiveness of FRP Holdings, Inc.’s internal control over financial reporting which appear in the Annual Report to Shareholders incorporated by reference herein. We also consent to the incorporation by reference of our report dated March 15, 2019 relating to the financial statement schedule, which appears in this Form 10-K.

Hancock Askew & Co., LLP

Savannah, Georgia

March 15, 2019

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE

The Shareholders and Board of Directors

FRP Holdings, Inc.:

Our audit of the consolidated financial statements referred to in our report dated March 15, 2019 appearing in the 2018 Annual Report to Shareholders of FRP Holdings, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. The financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statement schedule based on our audit. In our opinion, the financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

Hancock Askew & Co., LLP

Savannah, Georgia

March 15, 2019

24 

FRP HOLDINGS, INC.

SCHEDULE III (CONSOLIDATED)-REAL ESTATE & ACCUMULATED DEPRECIATION AND

DEPLETION (dollars in thousands)

DECEMBER 31, 2018

County	Encumb- rances		Initial cost to Company		Cost capitalized subsequent to acquisition			Gross amount at which carried at end of period (a)		Accumulated Depreciation & Depletion		Year Of Constr- uction		Date Acquired		Depreciation Life Computed on:
Mining Royalty Lands
Alachua, FL			$	1,442	$	0		$	1,442	$	167		n/a		4/86	unit
Clayton, GA				369		0			369		5		n/a		4/86	unit
Fayette, GA				685		200			885		98		n/a		4/86	unit
Lake, FL				403		0			403		158		n/a		4/86	unit
Lake, FL				1,083		0			1,083		998		n/a		4/86	unit
Lake Louisa, FL				11,039		0			11,039		0		n/a		5/12	unit
Lee, FL				4,690		13			4,703		70		n/a		4/86	unit
Monroe, GA				792		0			792		296		n/a		4/86	unit
Muscogee, GA				369		(45	)		324		324		n/a		4/86	unit
Prince William, VA				298		0			298		298		n/a		4/86	unit
Putnam, FL				15,002		37			15,039		4,714		n/a		4/86	unit
Putnam, FL				302		(2	)		300		283		n/a		4/86	5 yr.
Spalding, GA				20		0			20		0		n/a		4/86	n/a
Marion, FL				1,180		5			1,185		600		n/a		4/86	unit
Investment Property				1,620		(101	)		1,519		702		n/a		4/86	n/a
		0		39,294		107			39,401		8,713
Asset Management Properties
Duval, FL				198		0			198		39		n/a		4/86	25 yr.
Anne Arundel, MD				666		10,670			11,336		3,604		2012		7/07	39 yr.
Baltimore Co, MD				439		4,832			5,271		3,146		1990		10/89	39 yr.
		0		1,303		15,502			16,805		6,789
Development Properties
Carroll, MD				4,720		3,018			7,738		0		n/a		3/08	n/a
Baltimore City, MD				988		9,551			10,539		212		2018		12/10	39 yr.
Harford, MD				1,571		111			1,682		0		n/a		8/95	39 yr.
Washington D.C.				2,957		5,053			8,010		1,908		n/a		4/86	15 yr.
Washington D.C.				3,811		4,669			8,480		303		n/a		10/97	n/a
		0		14,047		22,402			36,449		2,423
Residential Rental Properties
Washington D.C.		88,789		6,165		142,593			148,758		9,996		2016		07/17	39 yr.
GRAND TOTALS	$	88,789	$	60,809	$	180,604		$	241,413	$	27,921

(a) The aggregate cost for Federal income tax purposes is $86,834.

25 

FRP HOLDINGS, INC.

SCHEDULE III (CONSOLIDATED) - REAL ESTATE AND

ACCUMULATED DEPRECIATION AND DEPLETION

(In thousands)

	Year ended			Year ended
	December 31,			December 31,
	2018			2017
Gross Carrying Cost of Real Estate:
Balance at beginning of period	$	243,165			240,302
Additions during period:
Amounts capitalized		7,025			2,896
Deductions during period:
Cost of real estate sold		(8)			—
Other		(8,769	)		(33	)
Balance at close of period	$	241,413			243,165
Accumulated Depreciation & Depletion:
Balance at beginning of period	$	26,228			24,173
Additions during period:
Charged to cost & expense		5,609			2,088
Deductions during period:
Real estate sold		—			—
Other		(3,916	)		(33	)
Balance at close of period	$	27,921			26,228

26 

EX-31

CERTIFICATIONS                                                                                                                  Exhibit 31(a)

I, John D. Baker II, certify that:

1. I have reviewed this annual report on Form 10-K of FRP Holdings, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal annual that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial report; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2019                                                             /s/John D. Baker II

John D. Baker II

Chief Executive Officer

EX-31

CERTIFICATIONS                                                                                                                   Exhibit 31(b)

I, John D. Milton, Jr., certify that:

1. I have reviewed this annual report on Form 10-K of FRP Holdings, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal annual that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial report; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2019                                                            /s/John D. Milton, Jr.

John D. Milton, Jr.

Executive Vice President, Treasurer, Secretary and Chief Financial Officer

EX-31

CERTIFICATIONS                                                                                                                  Exhibit 31(c)

I, John D. Klopfenstein, certify that:

1. I have reviewed this annual report on Form 10-K of FRP Holdings, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal annual that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial report; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2019                                                             /s/John D. Klopfenstein

John D. Klopfenstein

Controller and Chief Accounting Officer

EX-32

Exhibit 32

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of FRP Holdings, Inc.

FRP HOLDINGS, INC.

March 15, 2019

/s/JOHN D. BAKER II

John D. Baker II

Chief Executive Officer

/s/JOHN D. MILTON, JR.

John D. Milton, Jr.

Executive Vice President, Treasurer,

Secretary and Chief Financial Officer

/s/JOHN D. KLOPFENSTEIN

John D. Klopfenstein

Controller and Chief Accounting Officer

A signed original of this written statement required by Section 906 has been provided to FRP Holdings, Inc. and will be retained by FRP Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification accompanies the issuer’s Annual Report on Form 10-K and is not filed as provided in SEC Release Nos. 33-8212, 34-4751 and IC-25967, dated June 30, 2003.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED CERTIFIED 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. 333-55132, 333-125099, and 333-131475) of FRP Holdings, Inc. of our reports dated March 15, 2019, relating to the consolidated financial statements and the effectiveness of FRP Holdings, Inc.’s internal control over financial reporting which appear in the Annual Report to Shareholders incorporated by reference herein. We also consent to the incorporation by reference of our report dated March 15, 2019 relating to the financial statement schedule, which appears in this Form 10-K.

Hancock Askew & Co., LLP

Savannah, Georgia

March 15, 2019

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 15, 2019	Jun. 30, 2018
Document And Entity Information
Entity Registrant Name	FRP HOLDINGS, INC.
Entity Central Index Key	0000844059
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 537,622,063
Entity Common Stock, Shares Outstanding		9,950,821
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018
Is Entity a smaller reporting company	true
Is Entity an emerging growth company	false
Is Entity a shell company	false

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Assets:
Land	$ 83,721	$ 87,235
Buildings and improvements	144,543	147,670
Projects under construction	6,683	1,764
Total investments in properties	234,947	236,669
Less accumulated depreciation and depletion	28,394	26,755
Net investments in properties	206,553	209,914
Real estate held for investment, at cost	7,167	7,176
Investment in joint ventures	88,884	13,406
Net real estate investments	302,604	230,496
Cash and cash equivalents	22,547	4,524
Cash held in escrow	202	333
Accounts receivable, net	564	615
Investments available for sale at fair value	165,212	0
Federal and state income taxes receivable	9,854	2,962
Unrealized rents	53	223
Deferred costs	773	2,708
Other assets	455	179
Assets of discontinued operations	3,224	176,694
Total assets	505,488	418,734
Liabilities:
Line of credit payable	0	0
Secured notes payable, current portion	0	125
Secured notes payable, less current portion	88,789	90,029
Accounts payable and accrued liabilities	3,545	2,081
Environmental remediation liability	100	2,037
Deferred revenue	27	107
Deferred income taxes	27,981	25,982
Deferred compensation	1,450	1,457
Tenant security deposits	53	54
Liabilities of discontinued operations	288	32,280
Total liabilities	122,233	154,152
Commitments and contingencies (Note 13 & 14)
Equity:
Common stock, $.10 par value; 25,000,000 shares authorized, 9,969,174 and 10,014,667 shares issued and outstanding, respectively	997	1,001
Capital in excess of par value	58,004	55,636
Retained earnings	306,307	186,855
Accumulated other comprehensive income (loss), net	(701)	38
Total shareholders' equity	364,607	243,530
Noncontrolling interest MRP	18,648	21,052
Total Equity	383,255	264,582
Total liabilities and shareholders' equity	$ 505,488	$ 418,734

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued and outstanding	9,969,174	10,014,667

XML

Consolidated Statements of Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Revenues:
Rental revenue	$ 13,219	$ 7,815
Mining Royalty and rents	8,050	7,153
Revenue - reimbursements	753	634
Total revenues	22,022	15,602
Cost of operations:
Depreciation, depletion and amortization	7,898	5,934
Operating expenses	4,285	2,136
Environmental remediation recovery	(465)	0
Property taxes	2,625	2,016
Management company indirect	1,765	1,295
Corporate expenses (Note 4 Related Party)	3,952	3,180
Total cost of operations	20,060	14,561
Total operating profit	1,962	1,041
Net investment income, including realized losses of $1,195	2,672	0
Interest expense	(3,103)	(2,741)
Equity in loss of joint ventures	(88)	(1,598)
Gain on remeasurement of investment in real estate partnership	0	60,196
Gain on investment land sold	40	0
Income from continuing operations before income taxes	1,483	56,898
Provision for income taxes	524	7,350
Income from continuing operations	959	49,548
Income from discontinued transportation operations, net of tax	122,129	11,003
Net income	123,088	60,551
Income (loss) attributable to noncontrolling interest	(1,384)	18,801
Net income attributable to the Company	$ 124,472	$ 41,750
Basic earnings per common share
Income from continuing operations	$ 0.10	$ 4.97
Discontinued operations	12.16	1.10
Net income	12.40	4.19
Diluted earnings per common share
Income from continuing operations	0.09	4.94
Discontinued operations	12.09	1.10
Net income	$ 12.32	$ 4.16
Number of shares (in thousands) used in computing:
-basic earnings per common share	10,040	9,975
-diluted earnings per common share	10,105	10,040

XML

Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Investment income realized losses	$ 1,195	$ 0

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Net income	$ 123,088	$ 60,551
Other comp. income (loss) net of tax:
Unrealized loss on investments available for sale, net of income tax effect of ($275) and $0	(739)	0
Deferred compensation liability, net of tax effect $0 and ($14)	0	24
Comprehensive income	122,349	60,575
Less comp. income attributable to noncontrolling interest	(1,384)	18,801
Comprehensive income attributable to the Company	$ 123,733	$ 41,774

XML

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Income tax effect unrealized loss on investments available for sale	$ (275)	$ 0
Income tax effect deferred compensation liability	$ 0	$ (14)

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities:
Net income	$ 123,088	$ 60,551
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Income from discontinued operations, net	(122,129)	(11,003)
Depreciation, depletion and amortization	8,209	5,978
Deferred income taxes	1,999	9,527
Equity in loss of joint ventures	88	1,598
Gain on remeasurement of investment in real estate partnership	0	(60,196)
Loss (gain) on sale of equipment and property	(82)	(15)
Stock-based compensation	1,662	713
Realized loss on available for sale investments	1,195	0
Net changes in operating assets and liabilities:
Accounts receivable	51	(247)
Deferred costs and other assets	(234)	784
Accounts payable and accrued liabilities	1,384	(745)
Income taxes payable and receivable	(6,892)	(3,849)
Other long-term liabilities	(1,945)	(4)
Net cash provided by operating activities of continuing operations	6,394	3,092
Net cash provided by (used in) operating activities of discontinued operations	(43,580)	17,967
Net cash provided by (used in) operating activities	(37,186)	21,059
Cash flows from investing activities:
Investments in properties	(7,294)	(3,296)
Investments in joint ventures	(71,007)	(693)
Purchases of investments available for sale	(446,974)	0
Proceeds from sales of investments available for sale	279,553	0
Cash at consolidation of real estate partnership	0	2,295
Cash held in escrow	131	(162)
Proceeds from sale of assets	447	16
Net cash used in investing activities of continuing operations	(245,144)	(1,840)
Net cash provided by (used in) investing activities of discontinued operations	336,089	(13,314)
Net cash provided by (used in) investing activities	90,945	(15,154)
Cash flows from financing activities:
Distribution to noncontrolling interest	(1,020)	(2,167)
Decrease in bank overdrafts	0	(254)
Proceeds from long-term debt	0	90,496
Repayment of long-term debt	(1,552)	(79,310)
Payment on revolving credit facility	0	(6,441)
Debt issue costs	0	(1,406)
Repurchase of Company Stock	(5,733)	(74)
Exercise of employee stock options	1,415	2,297
Net cash provided by (used in) financing activities of continuing operations	(6,890)	3,141
Net cash used in financing activities of discontinued operations	(28,846)	(4,522)
Net cash used in financing activities	(35,736)	(1,381)
Net increase in cash and cash equivalents	18,023	4,524
Cash and cash equivalents at beginning of year	4,524	0
Cash and cash equivalents at end of the year	22,547	4,524
Supplemental disclosures of cash flow information:
Cash paid during the year for interest, net of capitalized amounts	2,851	3,960
Cash paid during the year for Income taxes	$ 50,427	$ 1,657

XML

Shareholders Equity - USD ($) $ in Thousands	Common Stock	Capital in Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Income, net of tax	Total Shareholders' Equity	Noncontrolling Interest	Total
Beginning balance, shares at Dec. 31, 2016	9,914,054
Beginning balance, amount at Dec. 31, 2016	$ 991	$ 52,647	$ 145,168	$ 14	$ 198,820	$ 0	$ 198,820
Exercise of stock options, shares	92,130						92,130
Exercise of stock options, amount	$ 9	2,288			2,297		$ 2,297
Stock option compensation		268			268		268
Shares granted to Directors, shares	10,483
Shares granted to Directors, amount	$ 1	444			445		445
Shares purchased and canceled, shares	(2,000)
Shares purchased and canceled, amount		(11)	(63)		(74)		(74)
Net income			41,750		41,750		41,750
Income (loss) attributable to noncontrolling interest						18,801	18,801
Contributions from partners						4,418	4,418
Distributions to partners						(2,167)	(2,167)
Deferred comp liability, net				24	24		24
Unrealized loss on investments, net							0
Ending balance, shares at Dec. 31, 2017	10,014,667
Ending balance, amount at Dec. 31, 2017	$ 1,001	55,636	186,855	38	243,530	21,052	$ 264,582
Exercise of stock options, shares	56,232						56,232
Exercise of stock options, amount	$ 6	1,409			1,415		$ 1,415
Stock option compensation		607			607		607
Shares granted to Directors, shares	20,092
Shares granted to Directors, amount	$ 2	1,053			1,055		1,055
Shares purchased and canceled, shares	(121,817)
Shares purchased and canceled, amount	$ (12)	(701)	(5,020)		(5,733)		(5,733)
Net income			124,472		124,472		124,472
Income (loss) attributable to noncontrolling interest						(1,384)	(1,384)
Distributions to partners						(1,020)	(1,020)
Deferred comp liability, net							0
Unrealized loss on investments, net				(739)	(739)		(739)
Ending balance, shares at Dec. 31, 2018	9,969,174
Ending balance, amount at Dec. 31, 2018	$ 997	$ 58,004	$ 306,307	$ (701)	$ 364,607	$ 18,648	$ 383,255

XML

Consolidated Real Estate and Accumulated Depreciation and Depletion

12 Months Ended

Dec. 31, 2018

Real Estate [Abstract]

Consolidated Real Estate and Accumulated Depreciation and Depletion

FRP HOLDINGS, INC.

SCHEDULE III (CONSOLIDATED)-REAL ESTATE & ACCUMULATED DEPRECIATION AND

DEPLETION (dollars in thousands)

DECEMBER 31, 2018

County	Encumb- rances		Initial cost to Company		Cost capitalized subsequent to acquisition			Gross amount at which carried at end of period (a)		Accumulated Depreciation & Depletion		Year Of Constr- uction		Date Acquired		Depreciation Life Computed on:
Mining Royalty Lands
Alachua, FL			$	1,442	$	0		$	1,442	$	167		n/a		4/86	unit
Clayton, GA				369		0			369		5		n/a		4/86	unit
Fayette, GA				685		200			885		98		n/a		4/86	unit
Lake, FL				403		0			403		158		n/a		4/86	unit
Lake, FL				1,083		0			1,083		998		n/a		4/86	unit
Lake Louisa, FL				11,039		0			11,039		0		n/a		5/12	unit
Lee, FL				4,690		13			4,703		70		n/a		4/86	unit
Monroe, GA				792		0			792		296		n/a		4/86	unit
Muscogee, GA				369		(45	)		324		324		n/a		4/86	unit
Prince William, VA				298		0			298		298		n/a		4/86	unit
Putnam, FL				15,002		37			15,039		4,714		n/a		4/86	unit
Putnam, FL				302		(2	)		300		283		n/a		4/86	5 yr.
Spalding, GA				20		0			20		0		n/a		4/86	n/a
Marion, FL				1,180		5			1,185		600		n/a		4/86	unit
Investment Property				1,620		(101	)		1,519		702		n/a		4/86	n/a
		0		39,294		107			39,401		8,713
Asset Management Properties
Duval, FL				198		0			198		39		n/a		4/86	25 yr.
Anne Arundel, MD				666		10,670			11,336		3,604		2012		7/07	39 yr.
Baltimore Co, MD				439		4,832			5,271		3,146		1990		10/89	39 yr.
		0		1,303		15,502			16,805		6,789
Development Properties
Carroll, MD				4,720		3,018			7,738		0		n/a		3/08	n/a
Baltimore City, MD				988		9,551			10,539		212		2018		12/10	39 yr.
Harford, MD				1,571		111			1,682		0		n/a		8/95	39 yr.
Washington D.C.				2,957		5,053			8,010		1,908		n/a		4/86	15 yr.
Washington D.C.				3,811		4,669			8,480		303		n/a		10/97	n/a
		0		14,047		22,402			36,449		2,423
Residential Rental Properties
Washington D.C.		88,789		6,165		142,593			148,758		9,996		2016		07/17	39 yr.
GRAND TOTALS	$	88,789	$	60,809	$	180,604		$	241,413	$	27,921

(a) The aggregate cost for Federal income tax purposes is $86,834.

FRP HOLDINGS, INC.

SCHEDULE III (CONSOLIDATED) - REAL ESTATE AND

ACCUMULATED DEPRECIATION AND DEPLETION

(In thousands)

	Year ended			Year ended
	December 31,			December 31,
	2018			2017
Gross Carrying Cost of Real Estate:
Balance at beginning of period	$	243,165			240,302
Additions during period:
Amounts capitalized		7,025			2,896
Deductions during period:
Cost of real estate sold		(8)			—
Other		(8,769	)		(33	)
Balance at close of period	$	241,413			243,165
Accumulated Depreciation & Depletion:
Balance at beginning of period	$	26,228			24,173
Additions during period:
Charged to cost & expense		5,609			2,088
Deductions during period:
Real estate sold		—			—
Other		(3,916	)		(33	)
Balance at close of period	$	27,921			26,228

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Accounting Policies

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accounting Policies

1. Accounting Policies.

ORGANIZATION - FRP Holdings, Inc. (“FRP” or the “Company”) is a holding company engaged in the real estate business, namely (i) mining royalty land ownership and leasing, (ii) land acquisition, entitlement and development primarily for future warehouse/office or residential building construction, (iii) ownership, leasing, and management of a residential apartment building, and (iv) warehouse/office building ownership, leasing and management.

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 successor 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 and Florida Rock Properties, Inc., a Florida corporation, and the various subsidiaries of each.

On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and 3 additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. This resulted in the disposition of all of the Company’s industrial flex/office warehouse properties and constituted a major strategic shift and as a result, these properties have been reclassified as discontinued operations for all periods presented. The Asset Management segment currently contains three commercial properties.

CONSOLIDATION - The consolidated financial statements include the accounts of the Company inclusive of our operating real estate subsidiaries, FRP Development Corp. (“Development”) and Florida Rock Properties, Inc. (“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. Our investment in the Brooksville joint venture, BC FRP Realty joint venture, Riverfront Investment Partners Phase II joint venture, and Bryant Street Partnerships are accounted for under the equity method of accounting (See Note 2). All significant intercompany transactions have been eliminated in consolidation.

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. 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 amounts of consolidated net income attributable to the noncontrolling interest is clearly identified on the accompanying Consolidated Statements of Income.

CASH AND CASH EQUIVALENTS - The Company considers all 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. Debt and marketable equity 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, 2018, no investments were held for trading purposes or classified as held to maturity.

REVENUE AND EXPENSE RECOGNITION - Real estate rental revenue and mining royalties 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.

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 part of operating expenses. 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:

	Years
Building and improvements	3-39

Depletion of sand and stone deposits is computed on the basis of units of production in relation to estimated reserves. Reserve estimates are periodically adjusted based upon surveys.

The Company recorded depreciation and depletion expenses for fiscal year 2018 and 2017, of $5,709,000 and $3,491,000, 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. 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. 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. 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 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; and

· 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 investment in Brooksville, in which it has a voting interest of 50% and has significant influence but does not have control. The Company uses the equity method to account for its investment in BC FRP Realty, in which it has a voting interest of 50% and has significant influence but does not have control. The Company uses the equity method to account for its investment in Riverfront Investment Partners Phase II, in which it has a voting interest of 80% and has significant influence but does not have control as the minority partner has day to day management responsibility and veto rights on significant decisions during the construction and lease up phase prior to stabilization. The Company uses the equity method to account for its investment in the Bryant Street Partnerships, in which it has a voting interest of 61.36% and has significant influence but does not have control as the minority partner has day to day management responsibility and veto rights on significant decisions during the construction and lease up phase prior to stabilization. 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 investee 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. 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. 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 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. The assumptions used in the model and current year impact are discussed in Note 8.

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. 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 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. 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 mining reserves, property and equipment, provisions for uncollectible accounts receivable and collectibility of unrealized rents, 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 May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” which replaces existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. Lease contracts with customers constitute a materially all of our revenues and are a specific scope exception. The new standard was adopted beginning with the first quarter of 2018 in connection with our revenues not subject to leases and did not have a material impact on our financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. Additional qualitative and quantitative disclosures, including significant judgments made by management, will be required. Lessors will account for leases using an approach that is substantially equivalent to existing accounting standards. The new standard will become effective for the Company beginning with the first quarter 2019 and requires a modified retrospective transition approach and includes a number of practical expedients. Early adoption of the standard is permitted. As the Company is primarily a lessor the adoption of this guidance will not have a material impact on its financial statements.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”, to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. To be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. The new guidance provides a framework to evaluate when an input and a substantive process are present. To be a business without outputs, there will now need to be an organized workforce. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The Company adopted this guidance prospectively as of July 1, 2017. This standard will result in building acquisitions being considered an asset rather than a business. This change will result in acquisition costs being capitalized as part of the asset acquisition, whereas prior treatment has them recognized in earnings in the period incurred.

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Investments in Joint Ventures

12 Months Ended

Dec. 31, 2018

Equity Method Investments and Joint Ventures [Abstract]

Investments in Joint Ventures

2. Investments in Joint Ventures.

Brooksville. In 2006, the Company entered into a Joint Venture Agreement with Vulcan Materials Company to jointly own and develop approximately 4,300 acres of land near Brooksville, Florida. Under the terms of the joint venture, FRP contributed its fee interest in approximately 3,443 acres formerly leased to Vulcan under a long-term mining lease which had a net book value of $2,548,000. Vulcan is entitled to mine a portion of the property until 2032 and pay royalties to the Company. FRP also contributed $3,018,000 for one-half of the acquisition costs of a 288-acre contiguous parcel. Vulcan contributed 553 acres that it owned as well as its leasehold interest in the 3,443 acres that it leased from FRP and $3,018,000 for one-half of the acquisition costs of the 288-acre contiguous parcel. The joint venture is jointly controlled by Vulcan and FRP. Distributions will be made on a 50-50 basis except for royalties and depletion specifically allocated to the Company. Other income for the year ended December 31, 2018 includes a loss of $61,000 representing the Company’s portion of the loss of this joint venture.

BC FRP Realty (Windlass Run). During the quarter ending March 2016, we entered into an agreement with a Baltimore development company (St. John Properties, Inc.) to jointly develop the remaining lands of our Windlass Run Business Park. The 50/50 partnership initially calls for FRP to combine its 25 acres (valued at $7,500,000) with St. John Properties’ adjacent 10 acres fronting on a major state highway (valued at $3,239,536) which resulted in an initial cash distribution of $2,130,232 to FRP in May 2016. Thereafter, the venture will jointly develop the combined properties into a multi-building business park to consist of approximately 329,000 square feet of single-story office space. On September 28, 2017 BC FRP Realty, LLC obtained $17,250,000 of construction financing commitments for 4 buildings through September 15, 2022 from BB&T at 2.5% over LIBOR. The balance outstanding on these loans at December 31, 2018 was $9,568,000.

Essexshire Loan. On January 27, 2018 the Company entered into a loan agreement with a Baltimore developer to be the principal capital source of a residential development venture in Essexshire now known as “Hyde Park.” We have committed up to $9.2 million in exchange for an interest rate of 10% and a preferred return of 20% after which the Company is also entitled to a portion of proceeds from sale. This project will hold 125 town homes and 4 single family lots and is currently in the entitlement process. The loan balance at December 31, 2018 was $594,000.

RiverFront Holdings II, LLC. On May 4, 2018, the Company and MRP formed a partnership to develop Phase II of our RiverFront on the Anacostia project and closed on construction financing with Eagle Bank. The Company has contributed its land with an agreed value of $16.3 million (cost basis of $4.6 million) and $6.2 million of cash. MRP contributed capital of $5.6 million to the partnership including development costs paid prior to the formation of the partnership and a $750,000 development fee. The Company further agreed to fund $13.75 million preferred equity financing at 7.5% interest rate of which $8,723,000 was advanced through December 31, 2018. The Company records interest income for this loan and a loss in equity in ventures for our 80% equity in the partnership. The loan from Eagle Bank allows draws of up to $71 million during construction at an interest rate of 3.25% over LIBOR. The loan is interest only and matures in 36 months with a 12-month extension assuming completion of construction and at least one occupancy. There is a provision for an additional 72 months extension with a 30-year amortization of principal at 2.15% over seven-year US Treasury Constant if NOI is sufficient for a 9% yield. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting through the construction and lease up period as MRP acts as the administrative agent of the joint venture and oversees and controls the day to day operations of the project.

Bryant Street Parterships. On December 24, 2018 the Company and MRP formed 4 partnerships to purchase and develop approximately 5 acres of land at 500 Rhode Island Ave NE, Washington, D.C. This property is the first phase of the Bryant Street Master Plan. 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. The Company contributed cash of $32 million in exchange for a 61.36% common equity in the partnership. The Company also contributed cash of $23 million as preferred equity financing at 8.0% interest rate. The Company records interest income for this loan and a loss in equity in ventures for our 61.36% equity in the partnership. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting through the construction and lease up period as MRP acts as the administrative agent of the joint venture and oversees and controls the day to day operations of the project.

Investments in Joint Ventures (in thousands):

								The
								Company's
								Share of
	Common			Total	Total Assets of	Profit (Loss)		Profit (Loss) of
	Ownership			Investment	The Partnership	Of the Partnership		the Partnership
As of December 31, 2018
Brooksville Quarry, LLC	50.00	%	$	7,449	14,325	(122	)	(61	)
BC FRP Realty, LLC	50.00	%		5,976	21,371	—		—
Essexshire Loan				594	594	39		39
RiverFront Holdings II, LLC	80.00	%		19,865	38,869	(66	)	(66	)
Bryant Street Partnerships	61.36	%		55,000	77,541	—		—
Total			$	88,884	152,700	(149	)	(88	)
As of December 31, 2017
RiverFront Holdings I, LLC (1)		—	$	—	—	(2,019	)	(1,558	)
Brooksville Quarry, LLC	50.00	%		7,516	14,411	(80	)	(40	)
BC FRP Realty, LLC	50.00	%		5,890	15,027	—		—
Total			$	13,406	29,438	(2,099	)	(1,598	)

(1) The Company consolidated this joint venture effective July 1, 2017 (see Footnote 3).

Summarized Financial Information for the Investments in Joint Ventures (in thousands):

	As of December 31, 2018
	Brooksville		BC FRP		Essexshire		RiverFront		Bryant Street
	Quarry, LLC		Realty, LLC		Loan		Holdings II, LLC		Partnerships		Total
Investments in real estate, net	$	14,299		21,352		594		38,793		41,821		$	116,859
Cash and cash equivalents		20		11		—		76		35,670			35,777
Deferred costs		6		8		—		—		50			64
Total Assets	$	14,325		21,371		594		38,869		77,541		$	152,700
Secured notes payable	$	—		9,549		—		—		—		$	9,549
Other liabilities		119		38		—		1,887		2,886			4,930
Capital – FRP		7,449		5,892		594		31,347		55,000			100,282
Capital - Third Parties		6,757		5,892		—		5,635		19,655			37,939
Total Liabilities and Capital	$	14,325		21,371		594		38,869		77,541		$	152,700

The Company’s capital recorded by the unconsolidated Joint Ventures is $11,398,000 more than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due to the lower basis in property contributed.

Income statements for the RiverFront Holdings I, LLC, prior to consolidation July 1, 2017 (in thousands):

	Year ended
	December 31,
	2017
Revenues:
Rental Revenue	$	3,053
Revenue – Reimbursements		33
Total Revenues		3,086
Cost of operations:
Depreciation and amortization		1,958
Operating expenses		1,096
Property taxes		459
Total cost of operations		3,513
Total operating profit		(427	)
Interest expense		(1,592	)
Net loss of the Partnership	$	(2,019	)

The amount of consolidated retained earnings for these joint ventures was $(2,702,000) and $(2,638,000) as of December 31, 2018 and December 31, 2017, respectively.

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Consolidation of RiverFront Investment Partners I, LLC.

12 Months Ended

Dec. 31, 2018

Notes to Financial Statements

Consolidation of RiverFront Investment Partners I, LLC.

3. Consolidation of RiverFront Investment Partners I, LLC.

On March 30, 2012 the Company entered into a Contribution Agreement with MRP to form a joint venture to develop the first 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 an approximately 300,000-square-foot residential apartment building (including approximately 18,000 square feet of retail) on approximately 2 acres of the roughly 5.82-acre site. The joint venture, RiverFront Investment Partners I, LLC (“RiverFront I”) was formed in June 2013 as contemplated. The Company contributed land with an agreed to value of $13,500,000 (cost basis of $6,165,000) and contributed cash of $4,866,000 to the Joint Venture for a 77.14% stake in the venture. MRP contributed capital of $5,553,000 to the joint venture including development costs paid prior to formation of the joint venture. Construction commenced in October 2014, and first occupancy was in August 2016. The Company’s equity interest in the joint venture was previously accounted for under the equity method of accounting as MRP acted as the administrative agent of the joint venture and oversaw and controlled the day to day operations of the project.

In July 2017, Phase I (Dock 79) reached stabilization, meaning 90% of the individual apartments had been leased and occupied by third party tenants. Upon reaching stabilization, the Company has, for a period of one year, the exclusive right to (i) cause the joint venture to sell the property or (ii) cause the Company’s and MRP’s percentage interests in the joint venture to be adjusted so as to take into account the contractual payouts assuming a sale at the value of the development at the time of this “Conversion election”.

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 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 $60,196,000 of which $20,469,000 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 July 1, 2017 the Company ownership is based upon this substantive profit sharing arrangement and is 66.0% on a prospective basis.

	As of July 1, 2017 (in thousands)
	Riverfront			Gain on Remeasure-
	Holdings I, LLC			ment		Revised
Land	$	7,220		$	21,107		$	28,327
Building and improvements, net		81,773			34,362			116,135
Value of leases in place		—			4,727			4,727
Cash		2,295			—			2,295
Cash held in escrow		171			—			171
Accounts receivable		40			—			40
Prepaid expenses		142			—			142
Total Assets	$	91,641		$	60,196		$	151,837
Long-term Debt	$	78,587		$	—		$	78,587
Amortizable debt costs		(852	)		—			(852	)
Other liabilities		905			—			905
Equity – FRP		8,583			39,727			48,310
Equity – MRP		4,418			20,469			24,887
Total Liabilities and Capital	$	91,641		$	60,196		$	151,837

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Related Party Transactions

12 Months Ended

Dec. 31, 2018

Related Party Transactions [Abstract]

Related Party Transactions

4. Related Party Transactions.

The Company is a party to a Transition Services Agreement which resulted from our January 30, 2015 spin-off of Patriot Transportation Holding, Inc. (Patriot). The Transition 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 shared executive officers. The boards of the respective companies amended and extended this agreement for one year effective October 1, 2018.

The consolidated statements of income reflect charges and/or allocation from Patriot for these services of $1,512,000 and $1,580,000 for 2018 and 2017, respectively. Included in the charges above are amounts recognized for corporate executive stock-based compensation expense. These charges are reflected as part of corporate expenses.

To determine these allocations between FRP and Patriot as set forth in the Transition 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.

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Debt

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Debt

5. Debt.

Debt is summarized as follows (in thousands):

	December 31,		December 31,
	2018		2017
Revolving credit agreements	$	—		—
5.6% to 7.9% mortgage notes
due in installments through 2027		—		29,664
Riverfront permanent loan		88,789		88,653
		88,789		118,317
Less portion due within one year		—		4,463
	$	88,789		113,854

On May 21, 2018 in conjunction with the sale of the warehouse business the Companies mortgages notes were prepaid and the credit line with First Tennessee Bank, N.A. was terminated. Prepayment penalties of $3,420,000 were paid.

The aggregate amount of principal payments, excluding the revolving credit, due subsequent to December 31, 2018 is: 2019 - $0; 2020 – $0; 2021 - $127,000; 2022 - $1,556,000; 2023 - $1,622,000 and subsequent years - $85,484,000.

On January 30, 2015, the Company entered into a five-year credit agreement with Wells Fargo with a maximum facility amount of $20 million (the "Credit Agreement"). The Credit Agreement provides a revolving credit facility (the “Revolver”) with a $10 million sublimit available for standby letters of credit. As of December 31, 2018, there was no debt outstanding on the revolver, $1,924,000 outstanding under letters of credit and $18,076,000 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 Revolver bears interest at a rate of 1.4% over the selected LIBOR, which may change quarterly based on the Company’s ratio of Consolidated Total Debt to Consolidated Total Capital, as defined which excludes FRP RiverFront. A commitment fee of 0.15% per annum is payable quarterly on the unused portion of the commitment. The commitment fee may also change quarterly based upon the ratio described above. The credit agreement contains certain conditions and financial covenants, including a minimum $110 million tangible net worth. As of December 31, 2018, the tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $168 million combined. The Company was in compliance with all covenants as of December 31, 2018.

Effective July 1, 2017 the Company consolidated the assets (at current fair value), liabilities and operating results of our Riverfront Investment Partners I, LLC partnership (“Dock 79”) which was previously accounted for under the equity method. As such the full amount of our construction loan and secondary financing were recorded in the consolidated financial statements and described below.

Effective August 7, 2014, Dock 79 obtained a commitment for a construction loan from a financial institution in the principal amount of $65,000,000 to fund certain development and construction costs of Dock 79. The interest rate on the loan through the initial maturity date was based on the 2.35% over one-month LIBOR. This loan was paid in full on November 17, 2017. Also effective August 7, 2014, Dock 79 partnership member EB5 Capital-Jobs Fund 8, L.P. (“EB5”) made an initial capital contribution of $17 million in cash into an escrow account with a financial institution all of which were used for construction. Associated with the $17 million cash contribution, EB5 was entitled to earn an investment return. The investment return required Dock 79 to pay interest monthly based on an annual rate of 4.95% for the first 5 years. Due to the mandatory redemption requirements associated with the EB5 financing arrangement, the related investment was classified as a liability on the balance sheets. EB5 was paid in full on November 17, 2017. Subsequent to the repayment of the investment return, EB5 is no longer a partner in Dock 79.

On November 17, 2017, Dock 79’s construction loan and EB5 investment were refinanced by borrowing a principal sum of $90,000,000 pursuant to a Loan Agreement and Deed of Trust Note entered into with EagleBank ("Loan Documents"). The loan is secured by the Dock 79 real property and improvements, bears a fixed interest rate of 4.125% per annum and has a term of 120 months. During the first 48 months of the loan term, Dock 79 will make monthly payments of interest only, and thereafter, make monthly payments of principal and interest in equal installments based upon a 30-year amortization period. The loan is a non-recourse loan. However, all amounts due under the Loan Documents will become immediately due upon an event of default by Dock 79, such events including, without limitation, Dock 79's (i) failure to: pay, permit inspections or observe covenants under the Loan Documents, (ii) breach of representations made under the Loan Documents (iii) voluntary or involuntary bankruptcy, and (iv) dissolution, or the dissolution of the guarantor. MidAtlantic Realty Partners, LLC, an affiliate of MRP, has executed a carve-out guaranty in connection with the loan.

During 2018 and 2017, the Company capitalized interest costs of $1,056,000 and $1,026,000, respectively.

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Leases

12 Months Ended

Dec. 31, 2018

Leases [Abstract]

Leases

6. Leases.

At December 31, 2018, 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	$	35,294
Commercial property		55,842
		91,136
less accumulated depreciation and depletion		17,223
	$	73,913

The minimum future straight-lined rentals due the Company on noncancelable leases as of December 31, 2018 are as follows: 2019 - $10,813,000; 2020 - $5,142,000; 2021 - $4,537,000; 2022 - $3,688,000; 2023 - $3,098,000; 2024 and subsequent years $21,631,000.

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Earnings Per Share

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Earnings Per Share

7. Earnings per Share.

The following details the computations of the basic and diluted earnings per common share (in thousands, except per share amounts):

	Year ended		Year ended
	December 31,		December 31,
	2018		2017
Common shares:
Weighted average common shares
outstanding during the period -
shares used for basic earnings
per common share		10,040		9,975
Common shares issuable under share
based payment plans which are
potentially dilutive		65		65
Common shares used for diluted
earnings per common share		10,105		10,040
Income from continuing operations	$	959		49,548
Discontinued operations	$	122,129		11,003
Net income attributable to the Company	$	124,472		41,750
Basic earnings per common share:
Income from continuing operations	$	0.10		4.97
Discontinued operations	$	12.16		1.10
Net income attributable to the Company	$	12.40		4.19
Diluted earnings per common share
Income from continuing operations	$	0.09		4.94
Discontinued operations	$	12.09		1.10
Net income attributable to the Company	$	12.32		4.16

For 2018 and 2017, 22,470 and 48,122 shares, respectively, attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

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Stock-Based Compensation Plans

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation Plans

8. 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 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 number of common shares available for future issuance was 490,310 at December 31, 2018.

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 29% and 43%, risk-free interest rate of .6% to 2.9% and expected life of 3.0 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 options granted. The expected life calculation is based on the observed and expected time to exercise options by the employees.

As previously disclosed, Thompson S. Baker II resigned from his position as CEO and from the board of directors on March 13, 2017. In recognition of his outstanding service to the Company, the Board approved the vesting of all of Mr. Baker's outstanding FRP stock options, which expired 90 days following the termination of his employment. The vesting of Mr. Baker’s outstanding FRP options that were issued prior to the spin-off required Patriot to record modification stock compensation expense of $150,000. FRP reimbursed Patriot for this cost under the transition services agreement. The vesting of Mr. Baker’s outstanding FRP options that were issued subsequent to the spin-off required modified stock compensation expense of $41,000.

On May 21, 2018, under the 2016 Equity Incentive Plan change-in-control clause, all unvested stock options held by the Company’s named executive officers became vested and fully exercisable. Included in stock compensation expense was $402,000 for the vesting of option grants from 2016 and 2017 due to the asset disposition.

The Company recorded the following stock compensation expense in its consolidated statement of income (in thousands):

	Year ended		Year ended
	December 31,		December 31,
	2018		2017
Stock option grants	$	607		268
Annual director stock award(s)		1,055		445
	$	1,662		713

A summary of changes in outstanding options is presented below (in thousands, except share and per share amounts):

				Weighted		Weighted		Weighted
	Number			Average		Average		Average
	of			Exercise		Remaining		Grant Date
Options	Shares			Price		Term (yrs)		Fair Value(000's)
Outstanding at
January 1, 2017		236,385		$	25.35		6.1	$	2,440
Granted		30,255		$	43.45			$	440
Modification		—		$	30.21			$	(137	)
Exercised		(92,130	)	$	24.93			$	(842	)
Outstanding at
December 31, 2017		174,510		$	28.70		6.0	$	1,901
Granted		29,260		$	45.97			$	427
Exercised		(56,232	)	$	25.17			$	(546	)
Outstanding at
December 31, 2018		147,538		$	33.48		6.7	$	1,782
Exercisable at
December 31, 2018		119,714		$	31.59		6.1	$	1,346
Vested during
twelve months ended
December 31, 2018		46,030						$	669

The following table summarizes information concerning stock options outstanding at December 31, 2018:

	Shares	Weighted			Weighted
Range of Exercise	under	Average			Average
Prices per Share	Option	Exercise Price			Remaining Life
Non-exercisable:
$24.76 - $37.25	3,542			26.97		5.9
$37.26 - $45.97	24,282			43.74		9.5
	27,824		$	41.61		9.0	Years
Exercisable:
$16.71 - $24.75	14,100			16.72		2.9
$24.76 - $37.25	32,753			21.40		3.7
$37.26 - $45.97	72,861			39.04		7.8
	119,714		$	31.59		6.1	Years
Total	147,538		$	33.48		6.7	Years

The aggregate intrinsic value of exercisable in-the-money options was $1,727,000 and the aggregate intrinsic value of outstanding in-the-money options was $1,849,000 based on the market closing price of $46.01 on December 31, 2018 less exercise prices.

The unrecognized compensation cost of options granted to FRP employees but not yet vested as of December 31, 2018 was $403,000, which is expected to be recognized over a weighted-average period of 4.3 years.

Gains of $1,977,000 were realized by option holders during the year ended December 31, 2018. Patriot realized the tax benefits of $756,000 of these gains because these options were exercised by Patriot employees for options granted prior to the spin-off.

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Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

9. Income Taxes.

Fourth quarter 2017 net income included $12,043,000, or $1.20 per share, due to a deferred tax benefit resulting from revaluing the Company’s net deferred tax liabilities per the Tax Cuts and Jobs Act of 2017. The Company’s net deferred tax liability was reduced as a result of the lower corporate income tax rates applicable to the Company going forward. The adjustment included $209,000 from reducing the effective tax rate for 2017 from 39.5% to 39.07% as a result of not being required to add to deferred taxes in anticipation of future taxable income in excess of $10 million where the federal rate increases from 34% to 35%. Our tax rate including the effect of state income taxes, but not including excess tax benefits from stock option exercises, decreased from 39.07% to 27.05% for 2018. Our effective income tax expense may vary, possibly materially, due to, changes in interpretations of the Tax Act or related accounting guidance and projected effective state tax rates.

The provision for income tax expense included in the financial statements (in thousands):

	Year ended			Year ended
	December 31,			December 31,
	2018			2017
Included in Net income:
Continuing operations	$	524			7,350
Discontinued operations		45,286			(21	)
		45,810			7,329
Comprehensive income		(275	)		(14	)
Total tax expense	$	45,535			7,315

The provision for income taxes consists of the following (in thousands):

	Year ended		Year ended
	December 31,		December 31,
	2018		2017
Current:
Federal	$	28,512		(1,779	)
State		15,024		(433	)
		43,536		(2,212	)
Deferred		1,999		9,527
Total	$	45,535		7,315

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			Year ended
	December 31,			December 31,
	2018			2017
Amount computed at statutory
Federal rate	$	35,351			16,723
State income taxes (net of Federal
income tax benefit)		10,186			2,476
Tax Cut and Jobs Act of 2017		-			(11,834	)
Other, net		(2	)		(50	)
Provision for income taxes	$	45,535			7,315

In this reconciliation, the category “Other, net” consists of permanent tax differences related to non-deductible expenses, special tax rates and tax credits, interest and penalties, and adjustments to prior year estimates. The state income tax provision includes $4,213,000 of state taxes related gains from sales or properties which are deferred for only for federal taxes under the 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 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):

	As of		As of
	December 31,		December 31,
	2018		2017
Deferred tax liabilities:
Property and equipment	$	28,329		25,212
Depletion		721		660
Unrealized rents		52		1,166
Prepaid expenses		38		431
Gross deferred tax liabilities		29,140		27,469
Deferred tax assets:
Employee benefits and other		1,159		1,487
Gross deferred tax assets		1,159		1,487
Net deferred tax liability	$	27,981		25,982

The Company has no unrecognized tax benefits.

FRP tax returns in the U.S. and various states that include the Company are subject to audit by taxing authorities. As of December 31, 2018, the earliest tax year that remains open for audit in the Unites States is 2013.

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Employee Benefits

12 Months Ended

Dec. 31, 2018

Retirement Benefits [Abstract]

Employee Benefits

10. 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’s cost was $50,000 in 2018 and $54,000 in 2017.

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. 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 2018 and 2017, was ($7,000) and $12,000, respectively. The accrued benefit under this plan as of December 31, 2018 and December 31, 2017 was $1,440,000 and $1,457,000, respectively.

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Business Segments

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Business Segments

11. Business Segments.

The Company is reporting its financial performance based on four reportable segments, Asset Management, Mining Royalty Lands, Development and Stabilized Joint Venture, as described below.

The Asset Management segment owns, leases and manages commercial properties. The flex/office warehouses in the Asset Management Segment were sold (with one remaining warehouse held for sale) and reclassified to discontinued operations leaving only three commercial properties.

Our Mining Royalty Lands segment owns several properties comprising approximately 15,000 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 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 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.

In July 2017, Phase I (Dock 79) of the development known as RiverFront on the Anacostia in Washington, D.C., a 300,000-square-foot residential apartment building developed by a joint venture between the Company and MidAtlantic Realty Partners (“MRP”), reached stabilization, meaning 90% of the individual apartments have been leased and are occupied by third party tenants. Upon reaching stabilization, the Company had, for a period of one year, the exclusive right to (i) cause the joint venture to sell the property or (ii) cause the Company’s and MRP’s percentage interests in the joint venture to be adjusted so as to take into account the value of the development at the time of stabilization. The attainment of stabilization also 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), liabilities and operating results of the joint venture as a new segment called Stabilized Joint Venture. We have renamed this segment from RiverFront on the Anacostia to the Stabilized Joint Venture segment as we intend transfer additional joint ventures from our Development segment into this segment as they reach stabilization.

On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and 3 additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. This sale constituted a major strategic shift and as a result, these properties have been reclassified as discontinued operations for all periods presented. We plan to develop our remaining owned office/warehouse pad sites in a timely, deliberate manner and find a buyer once each building is fully leased.

Operating results and certain other financial data for the Company’s business segments are as follows (in thousands):

	Year ended			Year ended
	December 31,			December 31,
	2018			2017
Revenues:
Asset management	$	2,309			2,284
Mining royalty lands		8,139			7,241
Development		1,206			1,230
Stabilized Joint Venture		10,368			4,847
	$	22,022			15,602
Operating profit:
Before corporate expenses:
Asset management	$	1,051			1,035
Mining royalty lands		7,504			6,732
Development		(2,104	)		(1,528	)
Stabilized Joint Venture		(537	)		(2,018	)
Operating profit before corporate expenses		5,914			4,221
Corporate expenses:
Allocated to asset management		(153	)		(154	)
Allocated to mining royalty lands		(214	)		(167	)
Allocated to Development		(1,984	)		(1,231	)
Allocated to Stabilized Joint Venture		(393	)		(65	)
Unallocated		(1,208	)		(1,563	)
		(3,952	)		(3,180	)
	$	1,962			1,041
Interest expense	$	3,103			2,741
Depreciation, depletion and amortization:
Asset management	$	540			512
Mining royalty lands		198			110
Development		228			337
Stabilized Joint Venture		6,932			4,975
	$	7,898			5,934
Capital expenditures:
Asset management	$	335			221
Mining royalty lands		—			—
Development		6,396			2,218
Stabilized Joint Venture		563			857
	$	7,294			3,296
Identifiable net assets at end of period:
Asset management	$	10,593			2,960
Discontinued operations		3,224			176,694
Mining royalty lands		37,991			38,656
Development		119,029			46,684
Stabilized Joint Venture		138,206			144,386
Investments available for sale at fair value		165,212			—
Cash items		22,749			4,524
Unallocated corporate assets		8,484			4,830
	$	505,488			418,734

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Fair Value Measurements

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

12. 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 date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. 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, 2018 the Company was invested in 55 corporate bonds with individual maturities ranging from 2020 through 2021 and one bond maturing in 2024. The unrealized loss on these bonds of $1,014,000 was recorded as part of comprehensive income and was based on the estimated market value by National Financial Services, LLC (“NFS”) obtained from sources that may include pricing vendors, broker/dealers who clear through NFS and/or other sources (Level 2). The Company concluded that this unrealized loss was not other-than-temporary because the market values recovered in January 2019 and the Company has the option to retain individual bonds through maturity. The Company recorded a realized loss of $580,000 in its net investment income related to a bond that was sold at a loss in January. The amortized cost of the investments was $166,226,000 and the carrying amount and fair value of such bonds were $165,212,000 as of December 31, 2018.

At December 31, 2018 and 2017, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents and revolving credit approximate their fair value based upon the short-term nature of these items.

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, 2018, the carrying amount and fair value of such other long-term debt was $88,789,000 and $87,983,000, respectively. At December 31, 2017, the carrying amount and fair value of such other long-term debt was $118,317,000 and $122,271,000, respectively.

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Contingent Liabilities

12 Months Ended

Dec. 31, 2018

Notes to Financial Statements

Contingent Liabilities

13. Contingent Liabilities.

Certain of the Company’s subsidiaries are involved in litigation on a number of matters and are 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. The liability at any point in time depends upon the relative ages and amounts of the individual open claims. 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 executed a letter of intent with MRP in May 2016 to develop Phase II of the Riverfront on the Anacostia project and recorded an estimated environmental remediation expense of $2.0 million for the Company’s estimated liability under the proposed agreement. The Company substantially completed the remediation and reduced the estimated liability in the quarter ending September 30, 2018 by $465,000. The Company has no obligation to remediate any known contamination on Phases III and IV of the development until such time as it makes a commitment to commence construction on each phase.

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Commitments

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments

14. Commitments.

The Company, at December 31, 2018, had entered into various contracts to develop and maintain real estate with remaining commitments totaling $1,337,000.

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Concentrations

12 Months Ended

Dec. 31, 2018

Risks and Uncertainties [Abstract]

Concentrations

15. Concentrations.

The mining royalty lands segment has a total of five tenants currently leasing mining locations and one lessee that accounted for 30% of the Company’s consolidated revenues during 2018 and $282,000 of accounts receivable at December 31, 2018.  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 First Tennessee Bank and BB&T.  At times, such amounts may exceed FDIC limits.

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Unusual or Infrequent Items Impacting Quarterly Results

12 Months Ended

Dec. 31, 2018

Unusual or Infrequent Items, or Both [Abstract]

Unusual or Infrequent Items Impacting Quarterly Results

16. Unusual or Infrequent Items Impacting Quarterly Results.

On July 1, 2017, the Company consolidated the assets (at fair value), liabilities and operating results of the Dock 79 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 construction financing for Dock 79 was refinanced and a prepayment penalty of $440,000 and the remaining deferred loan costs of $714,000 were recorded into interest expense in the quarter ending December 31, 2017.

Fourth quarter 2017 net income included $12,043,000, or $1.20 per share, due to a deferred tax benefit resulting from revaluing the Company’s net deferred tax liabilities per the Tax Cuts and Jobs Act of 2017.

On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and three additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million.

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Real Estate Business Park Acquisitions

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Real Estate Business Park Acquisitions

17. Real Estate Business Park Acquisitions.

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 to amortization expense 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 leases.

DOCK 79 – The Company will recognize the amortization related to the Dock 79 intangible assets (Note 3) according to the following schedule (in thousands):

		In-place
		Leases
Initial Values	$	4,727
Annual Amortization:
2017	$	2,501
2018		2,201
2019		25

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Intangible Assets

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

[us-gaap:IntangibleAssetsDisclosureTextBlock]

18. Intangible Assets.

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 gross amounts and accumulated amortization of identifiable intangible assets are as follows (in thousands):

	December 31, 2018				December 31, 2017
	Gross		Accumulated		Gross		Accumulated
	Amount		Amortization		Amount		Amortization
Amortizable intangible assets:
In-place leases (useful life 0-8 years)	$	4,727		4,702		7,515		4,206
Above Market leases (useful life 5 years)		-		-		48		27
	$	4,727		4,702		7,563		4,233

	December 31, 2018				December 31, 2017
	Gross		Accumulated		Gross		Accumulated
	Amount		Amortization		Amount		Amortization
Amortizable intangible liabilities:
Below Market leases (useful life 4-5 years)	$	-		-		220		220
	$	-		-		220		220

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 gross amounts and accumulated amortization of identifiable intangible assets are as follows (in thousands):

	December 31, 2018				December 31, 2017
	Gross		Accumulated		Gross		Accumulated
	Amount		Amortization		Amount		Amortization
Amortizable intangible assets:
In-place leases (useful life 0-8 years)	$	4,727		4,702		7,515		4,206
Above Market leases (useful life 5 years)		-		-		48		27
	$	4,727		4,702		7,563		4,233

	December 31, 2018				December 31, 2017
	Gross		Accumulated		Gross		Accumulated
	Amount		Amortization		Amount		Amortization
Amortizable intangible liabilities:
Below Market leases (useful life 4-5 years)	$	-		-		220		220
	$	-		-		220		220

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Discontinued Operations

12 Months Ended

Dec. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

19. Discontinued Operations.

On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and three additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. These properties comprised substantially all the assets of our Asset Management segment and have been reclassified as discontinued operations for all periods presented. The results of operations associated with discontinued operations for the years ended December 31, 2018 and 2017 were as follows (in thousands):

	Year ended			Year ended
	December 31,			December 31,
	2018			2017
Revenues:
Rental revenue	$	9,791			22,570
Revenue – reimbursements		2,307			5,019
Total Revenues		12,098			27,589
Cost of operations:
Depreciation, depletion and amortization		3,161			7,598
Operating expenses		1,742			3,485
Property taxes		1,286			3,008
Management company indirect		1,360			734
Corporate expenses (Note 4 Related Party)		1,462			200
Total cost of operations		9,011			15,025
Total operating profit		3,087			12,564
Interest expense		(587	)		(1,582	)
Loss on investments land sold		—			—
Gain on sale of buildings		164,915			—
Income before income taxes		167,415			10,982
Provision for (benefit from) income taxes		45,286			(21	)
Income from discontinued operations	$	122,129			11,003

The components of the balance sheet are as follows (in thousands):

	December 31		December 31
Assets:	2018		2017
Real estate investments at cost:
Land	$	546		40,465
Buildings and improvements		3,315		186,657
Projects under construction		—		6,617
Total investments in properties		3,861		233,739
Less accumulated depreciation and depletion		2,374		68,049
Net investments in properties		1,487		165,690
Accounts receivable, net		910		405
Unrealized rents		473		4,088
Deferred costs		354		6,509
Other assets		—		2
Assets of discontinued operations	$	3,224		176,694
Liabilities:
Secured notes payable, current portion	$	—		23,825
Secured notes payable, less current portion		—		4,338
Accounts payable and accrued liabilities		205		2,289
Deferred revenue		45		967
Tenant security deposits		38		861
Liabilities of discontinued operations	$	288		32,280

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Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

ORGANIZATION - FRP Holdings, Inc. (“FRP” or the “Company”) is a holding company engaged in the real estate business, namely (i) mining royalty land ownership and leasing, (ii) land acquisition, entitlement and development primarily for future warehouse/office or residential building construction, (iii) ownership, leasing, and management of a residential apartment building, and (iv) warehouse/office building ownership, leasing and management.

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 successor 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 and Florida Rock Properties, Inc., a Florida corporation, and the various subsidiaries of each.

On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and 3 additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. This resulted in the disposition of all of the Company’s industrial flex/office warehouse properties and constituted a major strategic shift and as a result, these properties have been reclassified as discontinued operations for all periods presented. The Asset Management segment currently contains three commercial properties.

Consolidation

CONSOLIDATION - The consolidated financial statements include the accounts of the Company inclusive of our operating real estate subsidiaries, FRP Development Corp. (“Development”) and Florida Rock Properties, Inc. (“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. Our investment in the Brooksville joint venture, BC FRP Realty joint venture, Riverfront Investment Partners Phase II joint venture, and Bryant Street Partnerships are accounted for under the equity method of accounting (See Note 2). All significant intercompany transactions have been eliminated in consolidation.

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. 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 amounts of consolidated net income attributable to the noncontrolling interest is clearly identified on the accompanying Consolidated Statements of Income.

Cash and Cash Equivalents

CASH AND CASH EQUIVALENTS - The Company considers all 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

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. Debt and marketable equity 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, 2018, no investments were held for trading purposes or classified as held to maturity.

Revenue and Expense Recognition

REVENUE AND EXPENSE RECOGNITION - Real estate rental revenue and mining royalties 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.

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 part of operating expenses. 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 - 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:

	Years
Building and improvements	3-39

Depletion of sand and stone deposits is computed on the basis of units of production in relation to estimated reserves. Reserve estimates are periodically adjusted based upon surveys.

The Company recorded depreciation and depletion expenses for fiscal year 2018 and 2017, of $5,709,000 and $3,491,000, 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. 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

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

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 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; and

· 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

INVESTMENTS IN JOINT VENTURES - The Company uses the equity method to account for its investment in Brooksville, in which it has a voting interest of 50% and has significant influence but does not have control. The Company uses the equity method to account for its investment in BC FRP Realty, in which it has a voting interest of 50% and has significant influence but does not have control. The Company uses the equity method to account for its investment in Riverfront Investment Partners Phase II, in which it has a voting interest of 80% and has significant influence but does not have control as the minority partner has day to day management responsibility and veto rights on significant decisions during the construction and lease up phase prior to stabilization. The Company uses the equity method to account for its investment in the Bryant Street Partnerships, in which it has a voting interest of 61.36% and has significant influence but does not have control as the minority partner has day to day management responsibility and veto rights on significant decisions during the construction and lease up phase prior to stabilization. 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 investee 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

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. 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 and penalties directly related to income taxes.

Stock Based Compensation

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. The assumptions used in the model and current year impact are discussed in Note 8.

Deferred Compensation Plan

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

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

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. 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 mining reserves, property and equipment, provisions for uncollectible accounts receivable and collectibility of unrealized rents, 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 - 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 – 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

RECENTLY ISSUED ACCOUNTING STANDARDS – In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” which replaces existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. Lease contracts with customers constitute a materially all of our revenues and are a specific scope exception. The new standard was adopted beginning with the first quarter of 2018 in connection with our revenues not subject to leases and did not have a material impact on our financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. Additional qualitative and quantitative disclosures, including significant judgments made by management, will be required. Lessors will account for leases using an approach that is substantially equivalent to existing accounting standards. The new standard will become effective for the Company beginning with the first quarter 2019 and requires a modified retrospective transition approach and includes a number of practical expedients. Early adoption of the standard is permitted. As the Company is primarily a lessor the adoption of this guidance will not have a material impact on its financial statements.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”, to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. To be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. The new guidance provides a framework to evaluate when an input and a substantive process are present. To be a business without outputs, there will now need to be an organized workforce. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The Company adopted this guidance prospectively as of July 1, 2017. This standard will result in building acquisitions being considered an asset rather than a business. This change will result in acquisition costs being capitalized as part of the asset acquisition, whereas prior treatment has them recognized in earnings in the period incurred.

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Consolidated Real Estate and Accumulated Depreciation and Depletion (Tables)

12 Months Ended

Dec. 31, 2018

Real Estate [Abstract]

Schedule III Real Estate and Accumulated Depreciation and Depletion

FRP HOLDINGS, INC.

SCHEDULE III (CONSOLIDATED)-REAL ESTATE & ACCUMULATED DEPRECIATION AND

DEPLETION (dollars in thousands)

DECEMBER 31, 2018

County	Encumb- rances		Initial cost to Company		Cost capitalized subsequent to acquisition			Gross amount at which carried at end of period (a)		Accumulated Depreciation & Depletion		Year Of Constr- uction		Date Acquired		Depreciation Life Computed on:
Mining Royalty Lands
Alachua, FL			$	1,442	$	0		$	1,442	$	167		n/a		4/86	unit
Clayton, GA				369		0			369		5		n/a		4/86	unit
Fayette, GA				685		200			885		98		n/a		4/86	unit
Lake, FL				403		0			403		158		n/a		4/86	unit
Lake, FL				1,083		0			1,083		998		n/a		4/86	unit
Lake Louisa, FL				11,039		0			11,039		0		n/a		5/12	unit
Lee, FL				4,690		13			4,703		70		n/a		4/86	unit
Monroe, GA				792		0			792		296		n/a		4/86	unit
Muscogee, GA				369		(45	)		324		324		n/a		4/86	unit
Prince William, VA				298		0			298		298		n/a		4/86	unit
Putnam, FL				15,002		37			15,039		4,714		n/a		4/86	unit
Putnam, FL				302		(2	)		300		283		n/a		4/86	5 yr.
Spalding, GA				20		0			20		0		n/a		4/86	n/a
Marion, FL				1,180		5			1,185		600		n/a		4/86	unit
Investment Property				1,620		(101	)		1,519		702		n/a		4/86	n/a
		0		39,294		107			39,401		8,713
Asset Management Properties
Duval, FL				198		0			198		39		n/a		4/86	25 yr.
Anne Arundel, MD				666		10,670			11,336		3,604		2012		7/07	39 yr.
Baltimore Co, MD				439		4,832			5,271		3,146		1990		10/89	39 yr.
		0		1,303		15,502			16,805		6,789
Development Properties
Carroll, MD				4,720		3,018			7,738		0		n/a		3/08	n/a
Baltimore City, MD				988		9,551			10,539		212		2018		12/10	39 yr.
Harford, MD				1,571		111			1,682		0		n/a		8/95	39 yr.
Washington D.C.				2,957		5,053			8,010		1,908		n/a		4/86	15 yr.
Washington D.C.				3,811		4,669			8,480		303		n/a		10/97	n/a
		0		14,047		22,402			36,449		2,423
Residential Rental Properties
Washington D.C.		88,789		6,165		142,593			148,758		9,996		2016		07/17	39 yr.
GRAND TOTALS	$	88,789	$	60,809	$	180,604		$	241,413	$	27,921

(a) The aggregate cost for Federal income tax purposes is $86,834.

Real Estate and Accumulated Depreciation and Depletion

FRP HOLDINGS, INC.

SCHEDULE III (CONSOLIDATED) - REAL ESTATE AND

ACCUMULATED DEPRECIATION AND DEPLETION

(In thousands)

	Year ended			Year ended
	December 31,			December 31,
	2018			2017
Gross Carrying Cost of Real Estate:
Balance at beginning of period	$	243,165			240,302
Additions during period:
Amounts capitalized		7,025			2,896
Deductions during period:
Cost of real estate sold		(8)			—
Other		(8,769	)		(33	)
Balance at close of period	$	241,413			243,165
Accumulated Depreciation & Depletion:
Balance at beginning of period	$	26,228			24,173
Additions during period:
Charged to cost & expense		5,609			2,088
Deductions during period:
Real estate sold		—			—
Other		(3,916	)		(33	)
Balance at close of period	$	27,921			26,228

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Investments in Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2018

Equity Method Investments and Joint Ventures [Abstract]

Investments in Joint Ventures (in thousands)

								The
								Company's
								Share of
	Common			Total	Total Assets of	Profit (Loss)		Profit (Loss) of
	Ownership			Investment	The Partnership	Of the Partnership		the Partnership
As of December 31, 2018
Brooksville Quarry, LLC	50.00	%	$	7,449	14,325	(122	)	(61	)
BC FRP Realty, LLC	50.00	%		5,976	21,371	—		—
Essexshire Loan				594	594	39		39
RiverFront Holdings II, LLC	80.00	%		19,865	38,869	(66	)	(66	)
Bryant Street Partnerships	61.36	%		55,000	77,541	—		—
Total			$	88,884	152,700	(149	)	(88	)
As of December 31, 2017
RiverFront Holdings I, LLC (1)		—	$	—	—	(2,019	)	(1,558	)
Brooksville Quarry, LLC	50.00	%		7,516	14,411	(80	)	(40	)
BC FRP Realty, LLC	50.00	%		5,890	15,027	—		—
Total			$	13,406	29,438	(2,099	)	(1,598	)

Joint Venture balance sheets (in thousands)

	As of December 31, 2018
	Brooksville		BC FRP		Essexshire		RiverFront		Bryant Street
	Quarry, LLC		Realty, LLC		Loan		Holdings II, LLC		Partnerships		Total
Investments in real estate, net	$	14,299		21,352		594		38,793		41,821		$	116,859
Cash and cash equivalents		20		11		—		76		35,670			35,777
Deferred costs		6		8		—		—		50			64
Total Assets	$	14,325		21,371		594		38,869		77,541		$	152,700
Secured notes payable	$	—		9,549		—		—		—		$	9,549
Other liabilities		119		38		—		1,887		2,886			4,930
Capital – FRP		7,449		5,892		594		31,347		55,000			100,282
Capital - Third Parties		6,757		5,892		—		5,635		19,655			37,939
Total Liabilities and Capital	$	14,325		21,371		594		38,869		77,541		$	152,700

Income statements for Riverfront Holdings I, LLC (in thousands)

	Year ended
	December 31,
	2017
Revenues:
Rental Revenue	$	3,053
Revenue – Reimbursements		33
Total Revenues		3,086
Cost of operations:
Depreciation and amortization		1,958
Operating expenses		1,096
Property taxes		459
Total cost of operations		3,513
Total operating profit		(427	)
Interest expense		(1,592	)
Net loss of the Partnership	$	(2,019	)

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Consolidation of RiverFront Investment Partners I, LLC. (Tables)

12 Months Ended

Dec. 31, 2018

Notes to Financial Statements

RiverFront remeasurement balance sheet

	As of July 1, 2017 (in thousands)
	Riverfront			Gain on Remeasure-
	Holdings I, LLC			ment		Revised
Land	$	7,220		$	21,107		$	28,327
Building and improvements, net		81,773			34,362			116,135
Value of leases in place		—			4,727			4,727
Cash		2,295			—			2,295
Cash held in escrow		171			—			171
Accounts receivable		40			—			40
Prepaid expenses		142			—			142
Total Assets	$	91,641		$	60,196		$	151,837
Long-term Debt	$	78,587		$	—		$	78,587
Amortizable debt costs		(852	)		—			(852	)
Other liabilities		905			—			905
Equity – FRP		8,583			39,727			48,310
Equity – MRP		4,418			20,469			24,887
Total Liabilities and Capital	$	91,641		$	60,196		$	151,837

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Debt (Tables)

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Debt (in thousands)

	December 31,		December 31,
	2018		2017
Revolving credit agreements	$	—		—
5.6% to 7.9% mortgage notes
due in installments through 2027		—		29,664
Riverfront permanent loan		88,789		88,653
		88,789		118,317
Less portion due within one year		—		4,463
	$	88,789		113,854

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Leases (Tables)

12 Months Ended

Dec. 31, 2018

Leases [Abstract]

Carrying value of property leased or held for lease to others (in thousands)

Construction aggregates property	$	35,294
Commercial property		55,842
		91,136
less accumulated depreciation and depletion		17,223
	$	73,913

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Earnings per share computations (in thousands, except per share amounts)

	Year ended		Year ended
	December 31,		December 31,
	2018		2017
Common shares:
Weighted average common shares
outstanding during the period -
shares used for basic earnings
per common share		10,040		9,975
Common shares issuable under share
based payment plans which are
potentially dilutive		65		65
Common shares used for diluted
earnings per common share		10,105		10,040
Income from continuing operations	$	959		49,548
Discontinued operations	$	122,129		11,003
Net income attributable to the Company	$	124,472		41,750
Basic earnings per common share:
Income from continuing operations	$	0.10		4.97
Discontinued operations	$	12.16		1.10
Net income attributable to the Company	$	12.40		4.19
Diluted earnings per common share
Income from continuing operations	$	0.09		4.94
Discontinued operations	$	12.09		1.10
Net income attributable to the Company	$	12.32		4.16

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Stock-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Compensation Expense (in thousands)

	Year ended		Year ended
	December 31,		December 31,
	2018		2017
Stock option grants	$	607		268
Annual director stock award(s)		1,055		445
	$	1,662		713

Summary of Changes in outstanding options (in thousands, except share and per share amounts)

				Weighted		Weighted		Weighted
	Number			Average		Average		Average
	of			Exercise		Remaining		Grant Date
Options	Shares			Price		Term (yrs)		Fair Value(000's)
Outstanding at
January 1, 2017		236,385		$	25.35		6.1	$	2,440
Granted		30,255		$	43.45			$	440
Modification		—		$	30.21			$	(137	)
Exercised		(92,130	)	$	24.93			$	(842	)
Outstanding at
December 31, 2017		174,510		$	28.70		6.0	$	1,901
Granted		29,260		$	45.97			$	427
Exercised		(56,232	)	$	25.17			$	(546	)
Outstanding at
December 31, 2018		147,538		$	33.48		6.7	$	1,782
Exercisable at
December 31, 2018		119,714		$	31.59		6.1	$	1,346
Vested during
twelve months ended
December 31, 2018		46,030						$	669

Summary of Stock Options Outstanding

	Shares	Weighted			Weighted
Range of Exercise	under	Average			Average
Prices per Share	Option	Exercise Price			Remaining Life
Non-exercisable:
$24.76 - $37.25	3,542			26.97		5.9
$37.26 - $45.97	24,282			43.74		9.5
	27,824		$	41.61		9.0	Years
Exercisable:
$16.71 - $24.75	14,100			16.72		2.9
$24.76 - $37.25	32,753			21.40		3.7
$37.26 - $45.97	72,861			39.04		7.8
	119,714		$	31.59		6.1	Years
Total	147,538		$	33.48		6.7	Years

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Provision for income tax expense included in the financial statements(in thousands)

	Year ended			Year ended
	December 31,			December 31,
	2018			2017
Included in Net income:
Continuing operations	$	524			7,350
Discontinued operations		45,286			(21	)
		45,810			7,329
Comprehensive income		(275	)		(14	)
Total tax expense	$	45,535			7,315

Provision for income tax expense (in thousands)

	Year ended		Year ended
	December 31,		December 31,
	2018		2017
Current:
Federal	$	28,512		(1,779	)
State		15,024		(433	)
		43,536		(2,212	)
Deferred		1,999		9,527
Total	$	45,535		7,315

Income tax reconciliation at statutory Federal income tax rate (in thousands)

	Year ended			Year ended
	December 31,			December 31,
	2018			2017
Amount computed at statutory
Federal rate	$	35,351			16,723
State income taxes (net of Federal
income tax benefit)		10,186			2,476
Tax Cut and Jobs Act of 2017		-			(11,834	)
Other, net		(2	)		(50	)
Provision for income taxes	$	45,535			7,315

Deferred tax assets and deferred tax liabilities (in thousands)

	As of		As of
	December 31,		December 31,
	2018		2017
Deferred tax liabilities:
Property and equipment	$	28,329		25,212
Depletion		721		660
Unrealized rents		52		1,166
Prepaid expenses		38		431
Gross deferred tax liabilities		29,140		27,469
Deferred tax assets:
Employee benefits and other		1,159		1,487
Gross deferred tax assets		1,159		1,487
Net deferred tax liability	$	27,981		25,982

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Business Segments (Tables)

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Business Segments (in thousands)

	Year ended			Year ended
	December 31,			December 31,
	2018			2017
Revenues:
Asset management	$	2,309			2,284
Mining royalty lands		8,139			7,241
Development		1,206			1,230
Stabilized Joint Venture		10,368			4,847
	$	22,022			15,602
Operating profit:
Before corporate expenses:
Asset management	$	1,051			1,035
Mining royalty lands		7,504			6,732
Development		(2,104	)		(1,528	)
Stabilized Joint Venture		(537	)		(2,018	)
Operating profit before corporate expenses		5,914			4,221
Corporate expenses:
Allocated to asset management		(153	)		(154	)
Allocated to mining royalty lands		(214	)		(167	)
Allocated to Development		(1,984	)		(1,231	)
Allocated to Stabilized Joint Venture		(393	)		(65	)
Unallocated		(1,208	)		(1,563	)
		(3,952	)		(3,180	)
	$	1,962			1,041
Interest expense	$	3,103			2,741
Depreciation, depletion and amortization:
Asset management	$	540			512
Mining royalty lands		198			110
Development		228			337
Stabilized Joint Venture		6,932			4,975
	$	7,898			5,934
Capital expenditures:
Asset management	$	335			221
Mining royalty lands		—			—
Development		6,396			2,218
Stabilized Joint Venture		563			857
	$	7,294			3,296
Identifiable net assets at end of period:
Asset management	$	10,593			2,960
Discontinued operations		3,224			176,694
Mining royalty lands		37,991			38,656
Development		119,029			46,684
Stabilized Joint Venture		138,206			144,386
Investments available for sale at fair value		165,212			—
Cash items		22,749			4,524
Unallocated corporate assets		8,484			4,830
	$	505,488			418,734

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Real Estate Business Park Acquisitions (Tables)

12 Months Ended

Dec. 31, 2018

Dock 79

Intangible asset amortization (in thousands)

		In-place
		Leases
Initial Values	$	4,727
Annual Amortization:
2017	$	2,501
2018		2,201
2019		25

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Amortizable intangible assets (in thousands)

	December 31, 2018				December 31, 2017
	Gross		Accumulated		Gross		Accumulated
	Amount		Amortization		Amount		Amortization
Amortizable intangible assets:
In-place leases (useful life 0-8 years)	$	4,727		4,702		7,515		4,206
Above Market leases (useful life 5 years)		-		-		48		27
	$	4,727		4,702		7,563		4,233

Amortizable intangible liabilities (in thousands)

	December 31, 2018				December 31, 2017
	Gross		Accumulated		Gross		Accumulated
	Amount		Amortization		Amount		Amortization
Amortizable intangible liabilities:
Below Market leases (useful life 4-5 years)	$	-		-		220		220
	$	-		-		220		220

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Discontinued operations results of operations

	Year ended			Year ended
	December 31,			December 31,
	2018			2017
Revenues:
Rental revenue	$	9,791			22,570
Revenue – reimbursements		2,307			5,019
Total Revenues		12,098			27,589
Cost of operations:
Depreciation, depletion and amortization		3,161			7,598
Operating expenses		1,742			3,485
Property taxes		1,286			3,008
Management company indirect		1,360			734
Corporate expenses (Note 4 Related Party)		1,462			200
Total cost of operations		9,011			15,025
Total operating profit		3,087			12,564
Interest expense		(587	)		(1,582	)
Loss on investments land sold		—			—
Gain on sale of buildings		164,915			—
Income before income taxes		167,415			10,982
Provision for (benefit from) income taxes		45,286			(21	)
Income from discontinued operations	$	122,129			11,003

Discontinued operations balance sheet components

	December 31		December 31
Assets:	2018		2017
Real estate investments at cost:
Land	$	546		40,465
Buildings and improvements		3,315		186,657
Projects under construction		—		6,617
Total investments in properties		3,861		233,739
Less accumulated depreciation and depletion		2,374		68,049
Net investments in properties		1,487		165,690
Accounts receivable, net		910		405
Unrealized rents		473		4,088
Deferred costs		354		6,509
Other assets		—		2
Assets of discontinued operations	$	3,224		176,694
Liabilities:
Secured notes payable, current portion	$	—		23,825
Secured notes payable, less current portion		—		4,338
Accounts payable and accrued liabilities		205		2,289
Deferred revenue		45		967
Tenant security deposits		38		861
Liabilities of discontinued operations	$	288		32,280

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Consolidated Real Estate and Accumulated Depreciation and Depletion (Tables) - Real Estate and Accumulated Depreciation and Depletion (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Real Estate [Abstract]
Gross Carrying Cost of Real Estate at beginning of period	$ 243,165	$ 240,302
Additions capitalized during period	7,025	2,896
Cost of real estate sold	(8)	0
Other deductions	(8,769)	(33)
Gross Carrying Cost of Real Estate at end of period	241,413	243,165
Accumulated Depreciation & Depletion at beginning of period	26,228	24,173
Additions charged to cost & expense	5,609	2,088
Real estate sold	0	0
Other deductions	(3,916)	(33)
Accumulated Depreciation & Depletion at end of period	$ 27,921	$ 26,228

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Schedule III Real Estate and Accumulated Depreciation and Depletion Part I (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Encumbrances	$ 88,789
Initial Cost to Company	60,809
Cost capitalized subsequent to acquisition	180,604
Gross amount at which carried at end of period	241,413	$ 243,165	$ 240,302
Accumulated Depreciation & Depletion	27,921
Aggregate cost for Federal income tax purposes	86,834
Investment Property
Encumbrances	0
Initial Cost to Company	1,620
Cost capitalized subsequent to acquisition	(101)
Gross amount at which carried at end of period	1,519
Accumulated Depreciation & Depletion	702
Mining royalty lands
Encumbrances	0
Initial Cost to Company	39,294
Cost capitalized subsequent to acquisition	107
Gross amount at which carried at end of period	39,401
Accumulated Depreciation & Depletion	8,713
Asset Management Properties
Encumbrances	0
Initial Cost to Company	1,303
Cost capitalized subsequent to acquisition	15,502
Gross amount at which carried at end of period	16,805
Accumulated Depreciation & Depletion	6,789
Alachua, FL
Encumbrances	0
Initial Cost to Company	1,442
Cost capitalized subsequent to acquisition	0
Gross amount at which carried at end of period	1,442
Accumulated Depreciation & Depletion	167
Clayton, GA
Encumbrances	0
Initial Cost to Company	369
Cost capitalized subsequent to acquisition	0
Gross amount at which carried at end of period	369
Accumulated Depreciation & Depletion	5
Fayette, GA
Encumbrances	0
Initial Cost to Company	685
Cost capitalized subsequent to acquisition	200
Gross amount at which carried at end of period	885
Accumulated Depreciation & Depletion	98
Lake, FL
Encumbrances	0
Initial Cost to Company	403
Cost capitalized subsequent to acquisition	0
Gross amount at which carried at end of period	403
Accumulated Depreciation & Depletion	158
Lake, FL 2
Encumbrances	0
Initial Cost to Company	1,083
Cost capitalized subsequent to acquisition	0
Gross amount at which carried at end of period	1,083
Accumulated Depreciation & Depletion	998
Lake Louise, FL
Encumbrances	0
Initial Cost to Company	11,039
Cost capitalized subsequent to acquisition	0
Gross amount at which carried at end of period	11,039
Accumulated Depreciation & Depletion	0
Lee, FL
Encumbrances	0
Initial Cost to Company	4,690
Cost capitalized subsequent to acquisition	13
Gross amount at which carried at end of period	4,703
Accumulated Depreciation & Depletion	70
Monroe, GA
Encumbrances	0
Initial Cost to Company	792
Cost capitalized subsequent to acquisition	0
Gross amount at which carried at end of period	792
Accumulated Depreciation & Depletion	296
Muscogee, GA
Encumbrances	0
Initial Cost to Company	369
Cost capitalized subsequent to acquisition	(45)
Gross amount at which carried at end of period	324
Accumulated Depreciation & Depletion	324
Prince Wil, VA
Encumbrances	0
Initial Cost to Company	298
Cost capitalized subsequent to acquisition	0
Gross amount at which carried at end of period	298
Accumulated Depreciation & Depletion	298
Putnam, FL
Encumbrances	0
Initial Cost to Company	15,002
Cost capitalized subsequent to acquisition	37
Gross amount at which carried at end of period	15,039
Accumulated Depreciation & Depletion	4,714
Putnam, FL 2
Encumbrances	0
Initial Cost to Company	302
Cost capitalized subsequent to acquisition	(2)
Gross amount at which carried at end of period	300
Accumulated Depreciation & Depletion	283
Spalding, GA
Encumbrances	0
Initial Cost to Company	20
Cost capitalized subsequent to acquisition	0
Gross amount at which carried at end of period	20
Accumulated Depreciation & Depletion	0
Marion, FL
Encumbrances	0
Initial Cost to Company	1,180
Cost capitalized subsequent to acquisition	5
Gross amount at which carried at end of period	1,185
Accumulated Depreciation & Depletion	600
Baltimore, MD 1
Encumbrances	0
Initial Cost to Company	439
Cost capitalized subsequent to acquisition	4,832
Gross amount at which carried at end of period	5,271
Accumulated Depreciation & Depletion	3,146
Baltimore City, MD
Encumbrances	0
Initial Cost to Company	988
Cost capitalized subsequent to acquisition	9,551
Gross amount at which carried at end of period	10,539
Accumulated Depreciation & Depletion	212
Duval, FL
Encumbrances	0
Initial Cost to Company	198
Cost capitalized subsequent to acquisition	0
Gross amount at which carried at end of period	198
Accumulated Depreciation & Depletion	39
Harford, MD 1
Encumbrances	0
Initial Cost to Company	1,571
Cost capitalized subsequent to acquisition	111
Gross amount at which carried at end of period	1,682
Accumulated Depreciation & Depletion	0
Anne Arun, MD 5
Encumbrances	0
Initial Cost to Company	666
Cost capitalized subsequent to acquisition	10,670
Gross amount at which carried at end of period	11,336
Accumulated Depreciation & Depletion	3,604
Carroll, MD
Encumbrances	0
Initial Cost to Company	4,720
Cost capitalized subsequent to acquisition	3,018
Gross amount at which carried at end of period	7,738
Accumulated Depreciation & Depletion	0
Wash DC 1
Encumbrances	0
Initial Cost to Company	2,957
Cost capitalized subsequent to acquisition	5,053
Gross amount at which carried at end of period	8,010
Accumulated Depreciation & Depletion	1,908
Wash DC 2
Encumbrances	0
Initial Cost to Company	3,811
Cost capitalized subsequent to acquisition	4,669
Gross amount at which carried at end of period	8,480
Accumulated Depreciation & Depletion	303
Development Properties
Encumbrances	0
Initial Cost to Company	14,047
Cost capitalized subsequent to acquisition	22,402
Gross amount at which carried at end of period	36,449
Accumulated Depreciation & Depletion	2,423
Dock 79
Encumbrances	88,789
Initial Cost to Company	6,165
Cost capitalized subsequent to acquisition	142,593
Gross amount at which carried at end of period	148,758
Accumulated Depreciation & Depletion	$ 9,996

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Schedule III Real Estate and Accumulated Depreciation and Depletion Part 2 (Details)	12 Months Ended
	Dec. 31, 2018
Alachua, FL
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	unit
Clayton, GA
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	unit
Fayette, GA
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	unit
Lake, FL
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	unit
Lake, FL 2
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	unit
Lake Louise, FL
Year of Construction	n/a
Date acquired	5/12
Depreciation Life Computed on	unit
Lee, FL
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	unit
Monroe, GA
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	unit
Muscogee, GA
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	unit
Prince Wil, VA
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	unit
Putnam, FL
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	unit
Putnam, FL 2
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	5 yr.
Spalding, GA
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	n/a
Marion, FL
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	unit
Investment Property
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	n/a
Baltimore, MD 1
Year of Construction	1990
Date acquired	10/89
Depreciation Life Computed on	39 yr.
Baltimore City, MD
Year of Construction	2018
Date acquired	12/10
Depreciation Life Computed on	39 yr.
Duval, FL
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	25 yr.
Harford, MD 1
Year of Construction	n/a
Date acquired	8/95
Depreciation Life Computed on	39 yr.
Anne Arun, MD 5
Year of Construction	2012
Date acquired	7/07
Depreciation Life Computed on	39 yr.
Carroll, MD
Year of Construction	n/a
Date acquired	3/08
Depreciation Life Computed on	n/a
Wash DC 1
Year of Construction	n/a
Date acquired	4/86
Depreciation Life Computed on	15 yr.
Wash DC 2
Year of Construction	n/a
Date acquired	10/97
Depreciation Life Computed on	n/a
Dock 79
Year of Construction	2016
Date acquired	07/17
Depreciation Life Computed on	39 yr.

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Investments in Joint Ventures (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 24, 2018	Jun. 30, 2018	Mar. 31, 2016	Jun. 30, 2013	Oct. 04, 2006
Total Investment	$ 88,884	$ 13,406
Total Assets of the Partnerhip	152,700	29,438
Profit (loss) of the Partnership	(149)	(2,099)
Company's share of Net Loss of the Partnership	(88)	(1,598)
Cash	35,777
Deferred costs	64
Investments in real estate, net	116,859
Secured notes payable	9,549
Other liabilities	4,930
Capital - FRP	100,282
Capital - Third parties	37,939
Total liabilities and capital	$ 152,700
Riverfront Holdings I, LLC
Ownership percent						77.14%
Total Investment				$ 8,583
Profit (loss) of the Partnership		(2,019)
Company's share of Net Loss of the Partnership		(1,558)
Capital - FRP				$ 4,418
Rental revenue		3,053
Revenue - reimbursements		33
Total revenues		3,086
Operating expenses		1,096
Depreciation and depletion		1,958
Property taxes		459
Cost of operations		3,513
Operating profit		(427)
Interest expense		$ (1,592)
Brooksville Quarry LLC
Ownership percent	50.00%	50.00%					50.00%
Total Investment	$ 7,449	$ 7,516
Total Assets of the Partnerhip	14,325	14,411
Profit (loss) of the Partnership	(122)	(80)
Company's share of Net Loss of the Partnership	(61)	$ (40)
Cash	20
Deferred costs	6
Investments in real estate, net	14,299
Other liabilities	119
Capital - FRP	7,449
Capital - Third parties	6,757
Total liabilities and capital	$ 14,325
BC FRP Realty, LLC
Ownership percent	50.00%	50.00%			50.00%
Total Investment	$ 5,976	$ 5,890
Total Assets of the Partnerhip	21,371	15,027
Profit (loss) of the Partnership	0	0
Company's share of Net Loss of the Partnership	0	$ 0
Cash	11
Deferred costs	8
Investments in real estate, net	21,352
Secured notes payable	9,549
Other liabilities	38
Capital - FRP	5,892
Capital - Third parties	5,892
Total liabilities and capital	21,371
Essexshire Loan
Total Investment	594
Total Assets of the Partnerhip	594
Profit (loss) of the Partnership	39
Company's share of Net Loss of the Partnership	39
Investments in real estate, net	594
Capital - FRP	594
Total liabilities and capital	$ 594
RiverFront Holdings II, LLC
Ownership percent	80.00%
Total Investment	$ 19,865
Total Assets of the Partnerhip	38,869
Profit (loss) of the Partnership	(66)
Company's share of Net Loss of the Partnership	(66)
Cash	76
Investments in real estate, net	38,793
Other liabilities	1,887
Capital - FRP	31,347
Capital - Third parties	5,635
Total liabilities and capital	$ 38,869
Bryant Street Partnerships
Ownership percent	61.36%		61.36%
Total Investment	$ 55,000
Total Assets of the Partnerhip	77,541
Profit (loss) of the Partnership	0
Company's share of Net Loss of the Partnership	0
Cash	35,670
Deferred costs	50
Investments in real estate, net	41,821
Other liabilities	2,886
Capital - FRP	55,000
Capital - Third parties	19,655
Total liabilities and capital	$ 77,541

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Consolidation of RiverFront Investment Partners I, LLC. - RiverFront remeasurement balance sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Land	$ 83,721		$ 87,235
Building and improvements, net	206,553		209,914
Cash	22,547		4,524		$ 0
Cash held in escrow	202		333
Accounts receivable	564		615
Total Assets	505,488		418,734
Long-term Debt	88,789		90,029
Capital - FRP	88,884		13,406
Equity - MRP	100,282
Total Liabilities and Capital	$ 505,488		$ 418,734
Gain on remeasurement
Land		$ 21,107
Building and improvements, net		34,362
Value of leases in place		4,727
Cash		0
Cash held in escrow		0
Accounts receivable		0
Prepaid expenses		0
Total Assets		60,196
Long-term Debt		0
Amortizable debt costs		0
Other liabilities		0
Capital - FRP		39,727
Equity - MRP		20,469
Total Liabilities and Capital		60,196
RiverFront on the Anacostia
Land				$ 28,327
Building and improvements, net				116,135
Value of leases in place				4,727
Cash				2,295
Cash held in escrow				171
Accounts receivable				40
Prepaid expenses				142
Total Assets				151,837
Long-term Debt				78,587
Amortizable debt costs				(852)
Other liabilities				905
Capital - FRP				48,310
Equity - MRP				24,887
Total Liabilities and Capital				$ 151,837
Riverfront Holdings I, LLC
Land		7,220
Building and improvements, net		81,773
Value of leases in place		0
Cash		2,295
Cash held in escrow		171
Accounts receivable		40
Prepaid expenses		142
Total Assets		91,641
Long-term Debt		78,587
Amortizable debt costs		(852)
Other liabilities		905
Capital - FRP		8,583
Equity - MRP		4,418
Total Liabilities and Capital		$ 91,641

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Debt - Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Revolving credit agreements	$ 0	$ 0
5.6% to 7.9% mortgage notes due in installments through 2027	0	29,664
Riverfront permanent loan	88,789	88,653
Long-term debt, current and non-current	88,789	118,317
Less portion due within one year	0	4,463
Total long term debt	$ 88,789	$ 113,854

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Leases - Carrying value of property leased or held for lease to others (Details) - Property leased or held for lease $ in Thousands	Dec. 31, 2018 USD ($)
Construction aggregates property	$ 35,294
Commercial property	55,842
Carrying Value of property owned by the Company leased or held for lease, gross	91,136
Less accumulated depreciation and depletion	17,223
Carrying Value of property owned by the Company leased or held for lease, net	$ 73,913

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Earnings Per Share - Earnings per share computations (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Earnings Per Share [Abstract]
Weighted average common shares oustanding during the period-shares used for basic earnings per common share	10,040	9,975
Common shares issuable under share based payment plans which are potentially dilutive	65	65
Common shares used for diluted earnings per common share	10,105	10,040
Income from continuing operations	$ 959	$ 49,548
Discontinued operations	122,129	11,003
Net income attributable to the Company	$ 124,472	$ 41,750
Basic earnings per common share:
Income from continuing operations	$ 0.10	$ 4.97
Discontinued operations	12.16	1.10
Net income	12.40	4.19
Diluted earnings per common share
Income from continuing operations	0.09	4.94
Discontinued operations	12.09	1.10
Net income	$ 12.32	$ 4.16

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Stock-Based Compensation Plans - Stock Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock option grants	$ 607	$ 268
Annual director stock award(s)	1,055	455
Total Stock Compensation expense	$ 1,662	$ 713

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Stock-Based Compensation Plans - Summary of changes in outstanding options (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) Years $ / shares shares	Dec. 31, 2017 USD ($) Years $ / shares shares	Dec. 31, 2016 USD ($) integer $ / shares shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options outstanding | shares	147,538	174,510	236,385
Options granted | shares	29,260	30,255
Options exercised | shares	(56,232)	(92,130)
Options outstanding weighted average exercise price	$ 33.48	$ 28.70	$ 25.35
Options outstanding weighted average exercise price - Granted	45.97	43.45
Options outstanding weighted average exercise price - Exercised	$ 25.17	24.93
Options outstanding weighted average exercise price - modification		$ 30.21
Options outstanding weighted average remaining term	6.7	6.0	6.1
Options outstanding weighted average grant date fair value | $	$ 1,782	$ 1,901	$ 2,440
Options granted weighted average grant date fair value	$ 427	$ 440
Options exercised weighted average grant date fair value | $	$ (546)	$ (842)
Options modified weighted average grant date fair value | $		$ (137)
Options exercisable at December 31, 2018 | shares	119,714
Options exercisable weighted average exercise price	$ 31.59
Options exerciseable weighted average remaining term | Years	6.1
Options exercisable weighted average grant date fair value | $	$ 1,346
Options vested during twelve months ended December 31, 2018 | shares	46,030
Options vested weighted average grant date fair value | $	$ 669

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Stock-Based Compensation Plans - Summary of Stock Options Outstanding (Details)	12 Months Ended
	Dec. 31, 2018 Years $ / shares shares	Dec. 31, 2017 Years $ / shares	Dec. 31, 2016 integer $ / shares
Shares under option | shares	147,538
Weighted average exercise price	$ 33.48	$ 28.70	$ 25.35
Weighted average remaining life	6.7	6.0	6.1
$16.71 - $24.75 Exercisable
Shares under option | shares	14,100
Weighted average exercise price	$ 16.71
Weighted average remaining life | Years	2.9
$24.76 - $37.25 Exercisable
Shares under option | shares	32,753
Weighted average exercise price	$ 21.40
Weighted average remaining life | Years	3.7
Minimum exercise price	$ 24.76
Maximum exercise price	$ 37.25
$37.26 - $45.97 Exercisable
Shares under option | shares	72,861
Weighted average exercise price	$ 39.04
Weighted average remaining life | Years	7.8
Minimum exercise price	$ 37.26
Maximum exercise price	$ 45.97
$24.76 - $37.25 Non-exercisable
Shares under option | shares	3,542
Weighted average exercise price	$ 26.97
Weighted average remaining life | Years	5.9
Minimum exercise price	$ 24.76
Maximum exercise price	$ 37.25
$37.26 - $45.97 Non-exercisable
Shares under option | shares	24,282
Weighted average exercise price	$ 43.74
Weighted average remaining life | Years	9.5
Minimum exercise price	$ 37.26
Maximum exercise price	$ 45.97
Exercisable
Shares under option | shares	119,714
Weighted average exercise price	$ 31.59
Weighted average remaining life | Years	6.1
Non-exercisable
Shares under option | shares	27,824
Weighted average exercise price	$ 41.61
Weighted average remaining life | Years	9.0
$16.51 - $24.75 Exercisable
Minimum exercise price	$ 16.51
Maximum exercise price	$ 24.75

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Income Taxes - Provision for income taxes for continuing operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Federal, current	$ 28,512	$ (1,779)
State, current	15,024	(433)
Current income tax expense	43,536	(2,212)
Deferred	1,999	9,527
Federal, computed at statutory rate	35,351	16,723
State income taxes (net of Federal income tax benefit)	10,186	2,476
Tax Cut and Jobs Act of 2017	0	(11,834)
Other, net	(2)	(50)
Continuing operations tax expense	524	7,350
Discontinued operations tax expense	45,286	(21)
Tax expense continuing operations and discontinued operations	45,810	7,329
Comprehensive income tax expense	(275)	(14)
Total tax expense	$ 45,535	$ 7,315

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Income Taxes - Deferred tax assets and deferred tax liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Property and equipment	$ 28,329	$ 25,212
Depletion	721	660
Unrealized rents	52	1,166
Prepaid expenses	38	431
Gross deferred tax liabilities	29,140	27,469
Employee benefits and other	1,159	1,487
Gross deferred tax assets	1,159	1,487
Net deferred tax liability	$ 27,981	$ 25,982

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Business Segments - Business segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Segment Reporting Information [Line Items]
Revenues	$ 22,022	$ 15,602
Operating profit	1,962	1,041
Corporate expenses	(3,952)	(3,180)
Interest expense	3,103	2,741
Investments available for sale	165,212	0
Cash items	22,749	4,524
Total identifiable net assets	505,488	418,734
Discontinued Operations
Segment Reporting Information [Line Items]
Total identifiable net assets	3,224	176,694
Unallocated
Segment Reporting Information [Line Items]
Corporate expenses	(1,208)	(1,563)
Asset Management
Segment Reporting Information [Line Items]
Revenues	2,309	2,284
Operating profit (loss) before corporate expenses	1,051	1,035
Corporate expenses	(153)	(154)
Depreciation, depletion and amortization	540	512
Capital expenditures	335	221
Total identifiable net assets	10,593	2,960
Mining royalty lands
Segment Reporting Information [Line Items]
Revenues	8,139	7,241
Operating profit (loss) before corporate expenses	7,504	6,732
Corporate expenses	(214)	(167)
Depreciation, depletion and amortization	198	110
Capital expenditures	0	0
Total identifiable net assets	37,991	38,656
Development
Segment Reporting Information [Line Items]
Revenues	1,206	1,230
Operating profit (loss) before corporate expenses	(2,104)	(1,528)
Corporate expenses	(1,984)	(1,231)
Depreciation, depletion and amortization	228	337
Capital expenditures	6,396	2,218
Total identifiable net assets	119,029	46,684
Stabilized Joint Venture
Segment Reporting Information [Line Items]
Revenues	10,368	4,847
Operating profit (loss) before corporate expenses	(537)	(2,018)
Corporate expenses	(393)	(65)
Depreciation, depletion and amortization	6,932	4,975
Capital expenditures	563	857
Total identifiable net assets	138,206	144,386
Corporate
Segment Reporting Information [Line Items]
Total identifiable net assets	8,484	4,830
Total Segments
Segment Reporting Information [Line Items]
Revenues	22,022	15,602
Operating profit (loss) before corporate expenses	5,914	4,221
Operating profit	1,962	1,041
Corporate expenses	(3,952)	(3,180)
Interest expense	3,103	2,741
Depreciation, depletion and amortization	7,898	5,934
Capital expenditures	$ 7,294	$ 3,296

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Real Estate Business Park Acquisitions - Intangible asset amortization Dock 79 (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Jun. 30, 2017
Dock 79 Forecasted amortization
In-place Leases annual amortization	$ 25
Dock 79
In-place leases initial value				$ 4,727
In-place Leases annual amortization		$ 2,201	$ 2,501

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Intangible assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Amortizable asset carrying Amount	$ 4,727	$ 7,563
Amortizable asset accumulated Amortization	4,702	4,233
Below market lease carrying amount	0	220
Below market lease accumulated amortization	0	220
In place leases
Amortizable asset carrying Amount	4,727	7,515
Amortizable asset accumulated Amortization	4,702	4,206
Above Market leases
Amortizable asset carrying Amount	0	48
Amortizable asset accumulated Amortization	0	27
Below market leases
Below market lease carrying amount	0	220
Below market lease accumulated amortization	$ 0	$ 220

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Intangible assets and liabilities (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2018
In place leases
Useful life	0-8 years
Above Market leases
Useful life	5 years
Below market leases
Useful life	4-5 years

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Discontinued Operations - Discontinued operations results of operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Rental revenue	$ 13,219	$ 7,815
Revenue reimbursements	753	634
Total Revenues	22,022	15,602
Depreciation, depletion and amortization	7,898	5,934
Operating expenses	4,285	2,136
Property taxes	2,625	2,016
Management company indirect	1,765	1,295
Corporate expenses	3,952	3,180
Total cost of operations	20,060	14,561
Total operating profit	1,962	1,041
Interest expense	(3,103)	(2,741)
Loss on investment land sold	40	0
Income before income taxes	1,483	56,898
Provision for (benefit from) income taxes	524	7,350
Income from discontinued operations	122,129	11,003
Discontinued Operations, Disposed of by Sale [Member]
Rental revenue	9,791	22,570
Revenue reimbursements	2,307	5,019
Total Revenues	12,098	27,589
Depreciation, depletion and amortization	3,161	7,598
Operating expenses	1,742	3,485
Property taxes	1,286	3,008
Management company indirect	1,360	734
Corporate expenses	1,462	200
Total cost of operations	9,011	15,025
Total operating profit	3,087	12,564
Interest expense	(587)	(1,582)
Loss on investment land sold	0	0
Gain on sale of buildings	164,915	0
Income before income taxes	167,415	10,982
Provision for (benefit from) income taxes	45,286	(21)
Income from discontinued operations	$ 122,129	$ 11,003

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Discontinued Operations - Discontinued operations balance sheet components (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Land	$ 83,721	$ 87,235
Buildings and improvements	144,543	147,670
Projects under construction	6,683	1,764
Accounts receivable, net	564	615
Unrealized rents	53	223
Deferred costs	773	2,708
Other assets	455	179
Assets of discontinued operations	3,224	176,694
Secured notes payable, current portion	0	125
Secured notes payable, less current portion	88,789	90,029
Accounts payable and accrued liabilities	3,545	2,081
Deferred revenue	27	107
Tenant security deposits	53	54
Liabilities of discontinued operations	288	32,280
Discontinued Operations, Disposed of by Sale [Member]
Land	546	40,465
Buildings and improvements	3,315	186,657
Projects under construction	0	6,617
Total investments in properties	3,861	233,739
Less accumulated depreciation and depletion	2,374	68,049
Net investments in properties	1,487	165,690
Accounts receivable, net	910	405
Unrealized rents	473	4,088
Deferred costs	354	6,509
Other assets	0	2
Assets of discontinued operations	3,224	176,694
Secured notes payable, current portion	0	23,825
Secured notes payable, less current portion	0	4,338
Accounts payable and accrued liabilities	205	2,289
Deferred revenue	45	967
Tenant security deposits	38	861
Liabilities of discontinued operations	$ 288	$ 32,280

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Accounting Policies (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	May 21, 2018 USD ($) integer
Investments held to maturity	$ 0
Investments held for trading	0
Depreciation and depletion	$ 5,709	$ 3,491
Buildings and improvements
Estimated useful lives	3-39
Brooksville Quarry LLC
Voting interest	50.00%
BC FRP Realty, LLC
Voting interest	50.00%
RiverFront Holdings II, LLC
Voting interest	80.00%
Bryant Street Partnerships
Voting interest	61.36%
Discontinued Operations, Disposed of by Sale [Member]
Warehouse properties | integer			40
Land parcels | integer			3
Sales price	$ 347,200
Excluded
Warehouse properties | integer			1
Property value			$ 11,700

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Investments in Joint Ventures (Details Narrative) $ in Thousands	1 Months Ended	3 Months Ended			12 Months Ended
	May 31, 2016 USD ($)	Dec. 31, 2017 USD ($)	Mar. 31, 2016 USD ($) ft² a	Dec. 31, 2006 USD ($)	Dec. 31, 2018 USD ($) integer	Dec. 31, 2017 USD ($)	Dec. 24, 2018 a	Jan. 27, 2018 USD ($) integer	Sep. 28, 2017 USD ($)	Oct. 04, 2006 a
Company's share of the loss of the co-venture					$ 88	$ 1,598
Joint Venture consolidated retained earnings		$ (2,638)			$ (2,702)	(2,638)
Construction loan description					5.6% to 7.9% mortgage notes due in installments through 2027
Outstanding balance		$ 29,664			$ 0	$ 29,664
Difference between capital recorded by the Company and the joint ventures					(11,398)
BC FRP Realty, LLC
Construction financing through September 15, 2022									$ 17,250
Interest rate over LIBOR		2.50%
Outstanding balance					$ 9,568
Eagle Bank RiverFront Holdings II
Construction loan description					The loan from Eagle Bank allows draws of up to $71 million during construction at an interest rate of 3.25% over libor. The loan is interest only and matures in 36 months with a 12 month extension assuming completion of construction and at least one occupancy.  There is a provision for an additional 72 months extension with a 30 year amortization of principal at 2.15% over 7 year US Treasury Constant if NOI is sufficient for a 9% yield.
Vulcan
Equity ownership										50.00%
Acres conributed | a										553
Vulcan leasehold interest | a										3,443
FRP additional contribution for land				$ 3,018
Additional land acquired | a										288
St Johns Properties JV St Johns
Value of land contributed			$ 3,240
Equity ownership			50.00%
Acres conributed | a			10
MRP
Cash contribution					$ 5,600
Development fee					$ 750
Brooksville Quarry LLC
Land acreage | a										4,300
Equity ownership		50.00%			50.00%	50.00%				50.00%
Acres conributed | a										3,443
Book value of land contribution				2,548
FRP additional contribution for land				$ 3,018
Additional land acquired | a										288
Company's share of the loss of the co-venture					$ 61	$ 40
BC FRP Realty, LLC
Square feet | ft²			329,000
Value of land contributed			$ 7,500
Equity ownership		50.00%	50.00%		50.00%	50.00%
Distribution received	$ 2,130
Acres conributed | a			25
Company's share of the loss of the co-venture					$ 0	$ 0
Essexshire Loan
Company's share of the loss of the co-venture					(39)
Equity method loan balance					594
Loan commitment					$ 9,200			$ 9,200
Interest rate					10.00%
Preferred return					20.00%
No. of townhomes | integer					125			125
No. Single family homes | integer					4			4
RiverFront Holdings II, LLC
Value of land contributed					$ 16,300
Equity ownership					80.00%
Book value of land contribution					$ 4,600
Company's share of the loss of the co-venture					66
Cash contribution					$ 6,200
Interest rate					7.50%
Preferred equity financing agreement					$ 13,750
Preferred equity financing advanced					$ 8,723
Bryant Street Partnerships
Land acreage | a							5
Equity ownership					61.36%		61.36%
Company's share of the loss of the co-venture					$ 0
Cash contribution					$ 32,000
Interest rate					8.00%
Preferred equity financing advanced					$ 23,000

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Consolidation of RiverFront Investment Partners I, LLC. (Details Narrative) $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2013 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Jun. 30, 2017 ft²	Mar. 30, 2012 ft² a
Gain on remeasurement of investment of real estate partnership		$ 0	$ 60,196
Noncontrolling Interest
Gain on remeasurement of investment of real estate partnership			$ 20,469
MRP
Capital contribution	$ 5,553
Riverfront Holdings I, LLC
Square feet | ft²					300,000
Retail square feet | ft²					18,000
Area of land to develop | a					2.0
Land acreage | a					5.82
Value of land contributed	13,500
Book value of land contribution	6,165
Cash contributed	$ 4,866
Joint venture percentage stake	77.14%
RiverFront on the Anacostia
Square feet | ft²				300,000
Joint venture percentage stake				66.00%
Stabilization percent leased and occupied				90.00%

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Related Party Transactions (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Related Party Transactions [Abstract]
Charges/allocation related to Transition Services Agreement with Patriot	$ 1,512	$ 1,580

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Debt (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 31, 2017	Mar. 30, 2015	Dec. 31, 2018	Dec. 31, 2017	Nov. 17, 2017	Jan. 30, 2015	Aug. 07, 2014
Mortgage interest description			5.6% to 7.9% mortgage notes due in installments through 2027
Principal payments 2019			$ 0
Principal payments 2020			0
Principal payments 2021			127
Principal payments 2022			1,556
Principal payments 2023			1,622
Principal payments 2024 and subsequent years			85,484
Capitalized interest			1,056	$ 1,026
Prepayment penalty			3,420
Riverfront permanent loan	$ 88,653		$ 88,789	$ 88,653
Dock 79 Construction loan
RiverFront construction loan							$ 65,000
Interest rate over LIBOR				2.35%
Dock 79 EB5 loan
RiverFront EB5 secondary financing							$ 17,000
Interest rate to year five							4.95%
Dock 79 Non-recourse loan
Term	120 months
Riverfront permanent loan					$ 90,000
Interest rate					4.125%
Payment terms	During the first 48 months of the loan term, the Joint Venture will make monthly payments of interest only, and thereafter, make monthly payments of principal and interest in equal installments based upon a 30-year amortization period.
Wells Fargo Bank, N.A.
Term		5 years
Revolving Credit Agreement						$ 20,000
Sublimit for standby letters of credit						$ 10,000
Commitment fee			0.15%
Letters of credit issued			$ 1,924
Borrowed under the revolver			0
Available for borrowing			18,076
Tangible net worth covenant			110,000
Available to pay dividends or repurchase stock			$ 168,000
Interest rate over LIBOR			1.40%

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Leases (Details Narrative) $ in Thousands	Dec. 31, 2018 USD ($)
Leases [Abstract]
Minimum future straight-lined rentals due on noncancelable leases 2019	$ 10,813
Minimum future straight-lined rentals due on noncancelable leases 2020	5,142
Minimum future straight-lined rentals due on noncancelable leases 2021	4,537
Minimum future straight-lined rentals due on noncancelable leases 2022	3,688
Minimum future straight-lined rentals due on noncancelable leases 2023	3,098
Minimum future straight-lined rentals due on noncancelable leases 2024 and subsequent years	$ 21,631

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Earnings Per Share (Details Narrative) - shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Earnings Per Share [Abstract]
Anti-dilutive shares	22,470	48,122

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Stock-Based Compensation Plans (Details Narrative) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) Years $ / shares shares	Dec. 31, 2017 USD ($)
Number of stock option plans	2
Options expire from date of grant	10 years
Exercisable installments	Immediate or 20% or 25%
Shares available for future issuance | shares	490,310
Dividend yield	0.00%
Expected minimum volatility	29.00%
Expected maximum volatility	43.00%
Risk-free interest rate minimum	0.60%
Risk-free interest rate maximum	2.90%
Expected life minimum | Years	3.0
Expecited life maximum | Years	7.0
Aggregate intrinsic value of exercisable in-the-money options	$ 1,727
Aggregate intrinsic value of outstanding in-the-money options	$ 1,849
Market close price | $ / shares	$ 46.01
Gains realized by option holders	$ 1,977
Total unrecognized compensation cost of options granted but not yet vested	$ 403
Weighted average period for compensation to be recognized | Years	4.3
Modification stock compensation expense		$ 41
Stock compensation expense for the vesting of option grants due to asset disposition	$ 402
Patriot Transportation
Gains realized by option holders	$ 756
Modification stock compensation expense		$ 150

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Income Taxes (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2018	Dec. 31, 2017
Unrecognized tax benefits			$ 0
Tax Cuts and Jobs Act of 2017 deferred tax benefit	$ 12,043
Tax Cuts and Jobs Act of 2017 deferred tax benefit per share	$ 1.20
Effective tax rate		39.50%	27.05%	39.07%
Income tax benefit related to lower rate				$ 209
Federal tax rate	34.00%
State tax related to gains			$ 4,213
Effective Federal Rate Potential
Federal tax rate				35.00%
Minimum taxable income where the federal tax rate increases				$ 10,000

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Employee Benefits (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Notes to Financial Statements
Company 401k contribution	50.00%	50.00%
Savings/profit sharing plan company contribution	$ 50	$ 54
Management Security Plan expense	(7)	12
Management Security Plan accrued benefit	$ 1,440	$ 1,457

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Business Segments (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) a Segments	May 21, 2018 USD ($) integer	Jun. 30, 2017 ft²
Reportable business segments | Segments	4
Discontinued Operations, Disposed of by Sale [Member]
Warehouse properties		40
Land parcels		3
Sales price | $	$ 347,200
Excluded
Warehouse properties		1
Property value | $		$ 11,700
Brooksville Quarry, LLC
Mining royalty lands acres | a	4,280
Mining royalty lands
Mining royalty lands acres | a	15,000
RiverFront on the Anacostia
Stabilization percent leased and occupied			90.00%
Square feet | ft²			300,000

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Fair Value Measurements (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) integer	Dec. 31, 2017 USD ($)
Unrealized loss on corporate bonds	$ 1,014
Realized loss on corporate bonds	580
Amortized cost of investments	166,226
Carrying amount of mortgage notes payable	88,789	$ 118,317
Fair value of mortgage notes payable	$ 87,983	$ 122,271
Bonds maturing 2020 through 2021
Number of corporate bonds | integer	55
Bonds maturing 2024
Number of corporate bonds | integer	1
Fair Value, Measurements, Recurring [Member]
Assets measured at fair value	$ 165,212

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Contingent Liabilities (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2018	Jun. 30, 2016	Dec. 31, 2018	Dec. 31, 2017
Contingent Liabilities Details Narrative Abstract
Environmental remediation expense (recovery)	$ (465)	$ 2,000	$ (465)	$ 0

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Commitments (Details Narrative) $ in Thousands	Dec. 31, 2018 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Commitments to develop and maintain real estate	$ 1,337

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Concentrations (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) integer
Tenants leasing mining locations | integer	5
Mining Top Customer
Customer revenue concentration	30.00%
Accounts receivable concentration | $	$ 282

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Unusual or Infrequent Items Impacting Quarterly Results (Details Narrative) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2017 USD ($) $ / shares	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	May 21, 2018 integer
Prepayment penalty		$ 3,420
Gain on remeasurement of investment in real estate partnership		0	$ 60,196
Tax Cuts and Jobs Act of 2017 deferred tax benefit	$ 12,043
Tax Cuts and Jobs Act of 2017 deferred tax benefit per share | $ / shares	$ 1.20
Discontinued Operations, Disposed of by Sale [Member]
Warehouse properties | integer				40
Land parcels | integer				3
Sales price		$ 347,200
Dock 79
Prepayment penalty	$ 440
Deferred loan costs on early prepayment	$ 714
Noncontrolling Interest
Gain on remeasurement of investment in real estate partnership			$ 20,469

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Discontinued Operations (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)	May 21, 2018 USD ($) integer
Discontinued Operations, Disposed of by Sale [Member]
Warehouse properties		40
Land parcels		3
Sales price | $	$ 347,200
Excluded
Warehouse properties		1
Property value | $		$ 11,700