FRP Holdings, Inc.

Good day, everyone, and welcome to the FRP Holdings, Inc. Fourth Quarter 2025 Conference Call. At this time, all participants are placed on a listen-only mode, and we will open the floor for your questions and comments after the presentation. It is now my pleasure to hand the floor over to your host, Chief Financial Officer Matt McNulty. Sir, the floor is yours. Thank you.

Good afternoon, and thank you all for joining us on this call today. I am Matt McNulty, Chief Financial Officer of FRP Holdings, Inc. And with me today are John Baker II, our Chairman, John Baker III, our CEO, David DeVilliers III, our President and Chief Operating Officer, Mark Levy, our Chief Investment Officer, and John Klopfenstein, our Chief Accounting Officer. First, let me run through a brief disclosure regarding forward-looking statements and non-GAAP measures used by the company. As a reminder, any statements on this call which relate to the future are by their nature subject to risks and uncertainties that could cause actual results and events to differ materially from those indicated in such forward-looking statements. These risks and uncertainties are listed in our SEC filings. To supplement the financial results presented in accordance with generally accepted accounting principles, FRP presents certain non-GAAP financial measures within the meaning of Regulation G. The non-GAAP financial measures referenced in this call are net operating income, or NOI, and pro rata NOI. In this quarter, we provided an adjusted net income to adjust for the impact of one-time expenses of the ultimate logistics acquisition, which is a material business combination unlike our historical real estate acquisitions or joint ventures where expenses are capitalized. We also provided adjusted net operating income to adjust for the impact of the one-time material royalty payment in the third quarter of 2024 to better depict the comparable results year to date. Management believes these adjustments provide a more accurate comparison of our ongoing business operation and results over time due to the non-recurring material and unusual nature of these two specific items. FRP uses these non-GAAP financial measures to analyze its operations and to monitor, assess, and identify meaningful trends in our operating and financial performance. These measures are not and should not be viewed as a substitute for GAAP financial measures. To reconcile adjusted net income, net operating income, and adjusted net operating income to GAAP net income, please refer to our most recently filed 10-K. I will now turn the call over to our President and Chief Operating Officer, David Abelia III, for his report on company and segment financials as well as operations. David?

Thank you, Matt, and good afternoon, everyone. I'll begin with a review of our fourth quarter and full year 2025 results and then discuss our operating priorities as we move into 2026 and beyond. 2025 was a transition year operationally, but more importantly, It was a year where we significantly expanded the scale, capabilities, and long-term earnings potential of our platform. As we enter 2026, our focus is shifting from repositioning and investment toward execution and the conversion of embedded value into cash flow. For the year, we generated approximately $37.9 million of NOI and $22.1 million of FFO. were $1.16 per share and ended the year with approximately $144 million of liquidity. These results were generally in line with our expectations and positioned us well for the next phase of growth. Late in the fourth quarter, we completed the Altman Industrial Acquisition for approximately $33.5 million, adding roughly 1.6 million square feet of industrial development pipeline. While not included in our original budget, this acquisition significantly expands our platform and strengthens our presence in high conviction logistics markets. Turning to commercial and industrial, the portfolio totals approximately 807,000 square feet and ended the year approximately 47.5% occupied or 69.9% excluding our new Chelsea building. compared to 95.6% last year. Segment NOI was approximately 875,000 in Q4 and 3.9 million for the year, representing declines of 11.8% and 13.6%, respectively. The primary dynamic in 2025, which we anticipated entering the year, was lease rollover timing. While occupancy declined as expected, leasing velocity was somewhat slower than anticipated as tenant decision cycles lengthened. Importantly, we view this as timing within the leasing cycle rather than a change in underlying demand. We currently have approximately 423,000 square feet available for lease up, representing roughly 52 percent of the segment. At stabilization, this represents approximately 3.3 million of incremental annual NOI representing a clear and visible earnings opportunity over the next 24 months. Execution will be focused on leasing velocity, pricing discipline, and progressing occupancy towards approximately 70 percent by year end, with a path to stabilization in the low 90 percent range over the following 18 to 24 months. Turning to mining and royalties, this segment generated approximately 3.9 million of NOI in Q4, and $14.6 million for the year, representing increases of 11.5% and 1.5% respectively, with strong margins. The business continues to provide durable, high-margin cash flow with minimal incremental capital requirements and remains an important stabilizing component of our overall earnings and profile. While quarterly results may fluctuate due to timing or non-recurring items, Underlining performance remains consistent and supports balance sheet flexibility. Moving to multifamily, the portfolio includes approximately 1,827 units across Washington, D.C. and Greenville, South Carolina. NOI totaled approximately 4.2 million in Q4 and 18.1 million for the year, representing modest declines of 2.6 percent and 0.4 percent, respectively. with average occupancy around 93 percent, and economic occupancy, which reflects concessions and delinquencies, of approximately 88 percent. Fourth quarter results were somewhat below expectations, primarily driven by, one, retail revenue softness of approximately 127,000 NOI impact, two, lower occupancy at Marin, averaging approximately 89 percent, and three, continued operating expense pressures. From a regional perspective, South Carolina remains stable with economic occupancy around 92 percent. Washington, D.C. remains more competitive due to supply pressure with economic occupancy around 87 percent. Our focus remains on resident retention, disciplined pricing, expense control, and improving retail occupancy where possible. Development remains a primary driver of incremental value creation. Our current pipeline represents approximately 441 million in total project costs, with expected stabilized incremental NOI of approximately 30 million over time. The Altman acquisition expands our footprint into Florida and New Jersey, adds experienced development talent, and enhances our relationship with institutional capital partners. We continue to underwrite conservatively. Target yields on costs of approximately 6.7 percent or greater, market cap rates of approximately 5.25 percent or lower, target IRRs in the 15 to 20 percent range. Development value is realized over time through lease-up, and our pacing remains disciplined and aligned with market conditions. Stepping back, we operate a capital-efficient logistics platform. designed to compound long-term per share value. This model combines development, selective ownership, and partners to generate multiple sources of return, including development gains, durable cash flow, and fee income. Our approach allows us to recycle capital, scale beyond our balance sheet, and dynamically allocate capital across opportunities based on risk adjusted returns. Importantly, this model allows us to generate value through development, convert that value into durable earnings, and scale through partnerships, creating a more capital efficient and higher return platform over time. Our estimated NAV per share is approximately $37.60, increasing to over $40 per share over the next three years, compared to a current share price that has recently traded between $20 and $24. Closing this gap remains a central focus of management, and we believe execution across leasing, development stabilization, and disciplined capital allocation will be the primary drivers in narrowing that discount over time. Looking ahead, we view 2026 as an investment year. We expect NOI to be approximately 37.1 to 37.7 million, with G&A increasing to approximately 15 to 16 million, as we integrate the Altman platform and continue investing in the infrastructure required to support a larger, more scalable operating platform. Importantly, this increase reflects potential investment ahead of NOI growth, including the addition of a development, asset management, and operational capabilities necessary to execute on our expanded pipeline. As a result, G&A as a percentage of NOI is expected to be elevated in 2026, potentially in the low 40 percent range, before declining meaningfully as leasing activity accelerates, development stabilizes, and incremental NOI is realized. Over time, as the platform scales, we expect operating leverage to emerge, with G&A trending toward a more normalized range in the low 20 percent area. We believe this is the right tradeoff, investing today to unlock a significantly larger and more valuable earnings base over the next several years. Balance sheet discipline remains foundational. We ended the year with approximately $144 million of liquidity, net debt to enterprise value of approximately 21%, and a weighted average interest rate of approximately 5.24%. This liquidity provides flexibility to fund development, support lease up, and navigate market cycles without reliance on asset sales. To close, the next 12 to 24 months are about execution and value realization. Leasing the industrial portfolio, stabilizing development, and converting embedded NAV into durable cash flow are the key drivers of near-term performance. We were seeing early signs of stabilization across our markets and fundamentals for well-located logistics assets remain constructive. In fact, we recently signed a lease for 15,000 square feet at Cranberry Business Park in Maryland with a face rent 38% higher than the previous tenant. And in the final stages of a lease for over 26,000 square feet at Davey in South Florida with a face rate above underwriting. We believe the work completed in 2025 has positioned us to drive meaningful growth in both NAV per share and durable earnings over the next several years. With that, I'll turn the call over to Mark Levy, our Chief Investment Officer, to provide additional perspective on leasing strategy, capital deployment, and market positioning. Mark?

Mark Levy Thank you, David. Good afternoon, everybody. So, as we enter 2026, our priorities are straightforward. Convert vacant square footage into durable cash flow and institutionalize a capital deployment model that is scalable, repeatable, and risk-aware. Leasing is the fulcrum of value creation in our industrial strategy. Over the last several quarters, we have formalized our leasing process across markets, tightening broker coverage, implementing structured outreach cadence, refining competitive intelligence, and aligning leasing and asset management under a single execution framework. The objective is to eliminate variability in process while allowing flexibility in market response. In Maryland, where leasing absorption lagged our initial expectations, we have adjusted. We recalibrated rent positioning where appropriate, expanded brokerage engagement, and integrated additional leasing resources following the open transaction. We are underwriting to today's strike rents and protecting long-term basis rather than forcing velocity at the expense of asset value. In central and northern New Jersey, we are seeing improving tour activity and proposal volume, particularly from e-commerce and third-party logistics users recalibrating inventory strategies. In Florida, demand remains structurally supported by population growth and the migration towards Florida-centric logistics networks rather than reliance on southeast regional hubs. Decision cycles remain longer than during peak years, but underlying utilization and supply dynamics are stabilizing into what I would characterize as normal post-COVID environment. On the supply side, development starts were maturely curtailed in 2025, and entitlement friction, particularly in coastal infill corridors, continues to limit new inventory. That dynamic should benefit well-located projects delivering into 2026 and 2027. Our capital allocation framework this year centers on three initiatives. First, complete and stabilize the current pipeline, including capitalizing and advancing a 24-acre site in southwest Broward County expected to deliver approximately 335,000 square feet of Class A logistics products. We are sizing leverage conservatively and underwriting lease-up assumptions that reflect current market velocity rather than peak cycle absorption. Second, formalize a deployment model where basis discipline drive returns. We are targeting infill land positions along the East Coast where entitlement complexity and infrastructure adjacency create structural barriers to entry. Importantly, exit decisions will be made at stabilization, not inception. That preserves optionality, whether merchant realization to crystallize development spread or transition to longer-term hold or compounding cash flow and rent growth justify retention. Third, continue diversifying return channels. That includes selective net lease build-to-suit opportunities, leveraging established occupier relationships, targeted value-add acquisitions where operational efficiencies and mark-to-market leasing can drive NOI growth, and capital partnerships that allow us to scale without overextending the balance sheet. Promote economics and fee generation will supplement core NOI over time. Capital markets are incrementally improving. Bank execution is more active, spreads have compressed modestly, and equity capital is reengaging in development. We are not underwriting the peak leverage or assuming exit cap rate compression. Our posture remains conservative, protecting downside first then optimizing upside. Across all industrial strategies, our filters are consistent. Infill locations proximate the highways, ports and airports, deep labor pools, limited competing entitled land, and basis that provides margin for error. Industrial real estate rewards discipline operators over full cycles. Our focus in 2026 is to institutionalize that discipline in leasing, in underwriting, and in capital structure so the growth is durable and the balance sheet risk is measured. With that, I'll turn the call over to John Baker for his closing remarks.

John Baker Thank you, Mark, and good afternoon to all those on the call. The financial results of 2025, while in line with expectations, don't tell the full story of everything we did this year. It can't be overstated what the acquisition of the Altman Logistics Platform and its team opens up for the company in terms of where we develop, how we develop, and with whom. This acquisition has refined and augmented a platform and pipeline that management expects will drive earnings and earnings growth, operational cash flow, and net asset value. In the short term, that growth will come through improvements and same-store industrial occupancy. Getting our industrial portfolio back to the occupancy levels we have historically enjoyed remains a priority. As David mentioned, fully occupied at current market rents, the vacancies in our current assets represent approximately 3.3 million in NOI growth. That's growth we can achieve with minimal capital expenditures, and it has the most immediate financial impact. In the long run, we will continue to create value through our development segment. In terms of growing NOI, our top priority in this segment is Developing and stabilizing our three industrial assets in Florida that are currently in development. We anticipate stabilization of these buildings totaling 762,000 square feet in 2028, which represents approximately $9.6 million in net operating income. These same store and development goals are achievable and measurable, and we have provided in slide 12 of our quarterly supplemental presentation of results a way for investors to measure and track the value these assets represent when fully leased. This is the yardstick by which we intend to measure our progress, and we encourage investors to do the same. I think we can open it up for questions.

Certainly. Everyone at this time will be conducting a question-and-answer session. If you have any questions or comments, please press star 1 on your phone at this time. We do ask that while posing your question, please pick up your handset if you're listening on speakerphone to provide optimum sound quality. And once again, if you have any questions or comments, please press star 1 on your phone. Thank you. Your first question is coming from Stephen Farrell from Oppenheimer. Your line is live.

Good afternoon, guys. I just want to start with some quick questions. How are you doing?

Good. How are you?

I'm doing well. I just want to start with some quick questions on the D.C. market. And I know there was a lot of supply that came on this year. And how is it absorbing that? And do you have any comments on a big drop in vacancy pretty much across the board from Q3 to Q4, Doc, Maren? Bryant Street and the verge was essentially flat. Um, any comments on that?

So in terms of DC, um, you know, I would say doc and Marin and verge are, you know, next to some, some large scale multifamily that has come online and they are offering, I would say significant rental concessions, you know, two, three months. And, you know, that's something that we have to compete against. And we're trying to balance that. But at the end of the day, it's a competitor. It's right next door. And it's going to put pressure, you know, on our occupancy. And that's something that we are experiencing at Doc Maron and Verge.

I think it was something like... How many units came on from that development?

It's probably 2,000 units.

2,000. Okay. And then have you guys offered concessions as well or raised your concession?

No. I mean, in areas where we see... And, you know, just... if we have a number of, let's just say studio apartments that are all vacant and they've been vacant for a while, we are giving some concessions out, but we're trying to keep them, you know, limited. We've seen pretty good renewal success, you know, kind of in 2025, you know, we kind of saw renewals, let's just say 60% across the board, you know, with renewal increases of, you know, anywhere from, from 2% to 4%, which was good. But again, as you noted, you know, occupancy at Dock and Marin, you know, if you just look at average 2024 against average 2025, it's, you know, it's down. And we're still dealing with delinquencies in the D.C. market as well.

And I think, David, you know the answer to this. I was just going to say, I think the last time we checked on the absorption of those, call it roughly 2,000 units, it was pretty deep into it, right?

The pace, you know, the pace is good. They are absorbing units. And we've seen that. The velocities there, you know, concessions and rental growth seem to be intense.

Yeah. And then what was the case at Bryant Street? Because that's a different area, Tam.

Different area. You know, average occupancy in 2024 was, let's just call it, 91%. And average occupancy in 2025 is 92%. You know, so we saw, you know, a little push. At Bryant Street, you know, renewal success, probably just below 60 percent, 59 percent with, you know, renewals 2.7 percent. You know, there we're definitely dealing with delinquency, and it's just tough to kind of push rents with the same pace that we're seeing operating expenses. You know, so that's pushing NOI down at that particular asset that we have in D.C.

And what percentage of the vacancies, delinquencies, and is it still tough to, you know, get an eviction and get them moving and out of the unit?

It is.

It just, it takes time.

It takes time. Yeah. Brian Street continues to improve, you know, overall, you know, kind of, I'll call it 2025 NOI compared to 24. NOI was up 5% at Bryant Street, which was great. You know, we hope to continue that trend.

I think, Stephen, you had asked what percentage of the delinquency is vacancy. We don't, the delinquency would sort of get added on top of vacancy, and I want to say it's probably in the 5% range. I can't be exactly right, but So if you've just added another 5% to our vacancy, that would kind of get you to our economic occupancy. Um, there has been some legal changes in DC within the last six to nine months, basically a rental act reform or a rental reform act that was put in place really to help landlords with a lot of these issues that we're facing on the eviction cycle. We've heard that it's starting to help, but it's going to take some time to really see anything, you know, go from, you know, what's taken us 15 months, you know, maybe it's now taken us 13, but it needs to be like three. So, we'll see. Okay.

And you have a lot of projects going on that are getting delivered this year. I just kind of want to run through them. The Altman JVs, how much construction there has been done? I think we're expecting this summer for it to be ready. How much capital do you still need to put into that?

I mean, just high level, all of our Florida assets, delivering this summer and I would say that is around let's just say 600,000 square feet that's delivering you know this summer in terms of equity all of our equity is in all the additional capital is really being funded you know with our construction loans that we have And all those projects are well underway. I mean, we're very, very close to getting shell finals. And at this stage, focus is on, you know, marketing and leasing. And the dollars that we're going to be spending are leasing dollars to get those things, you know, stabilized. Our two projects in New Jersey are very, very close as well, looking to be, you know, shell completion final this summer.

It'd be central Florida industrial. That's going to be delivered this summer too.

Is that the four estimate? Yeah. Yeah. The answer is yes.

Yeah. So there's a little later in the year on, on the, on Camp Lake.

On Camp Lake. That's right. That's a little later in the year. Yes.

So Steven, just to clarify, I said that when we said Florida projects, he's right there. They're all, they're all delivering, but Camp Lake, Lakeland and Davie, basically, we own either 100% or, in the case of Camp Lake, we own 95%. Those are long-term hold assets. And then the other project in Florida that came with the Altman acquisition is Delray, which is already delivered. We are a 10% partner in that, and the same with Hamilton and Persephone. We're roughly a 10% partner. And those are the merchant build and sell assets.

Okay, gotcha.

And just at Cranberry, is it Cranberry where we had the vacancy last year? Yes. Did I miss that you signed a lease there?

We did, yes. We signed a lease for 15,000 square feet, which is good news. We couldn't share that news in 2025, but...

I'm sorry, I missed this part. What was the rate?

I didn't disclose the rate, but I can tell you that the former tenant compared to the new deal that we had, the new deal, the face rent, the year one rate is 38% higher than the previous tenant.

Yeah. I think that's the most exciting part about that. It indicates one, where our rents were before and where they're headed.

And do you have any concern over the length of time it's taken to get someone in there? I know that you were dealing with an eviction and then any capex that you need to put into it to attract a new tenant. Does that give you any concern, though?

It doesn't. You know, again, I just, as we enter 2026, you know, and we're kind of through, I'll call it Q1, you know, we've just seen increased activity, more tours, more proposals, you know, better engagement across our markets. You know, we're just seeing a combination of improving market activity, and as Mark pointed out, I think we have much better internal execution. And that gives us a lot more confidence in leasing velocity through 2026.

Yeah, I would just add that it's really not sort of a lack of demand. I just think that overall, it's a much more deliberate demand environment. So the process, the decision-making process typically is taking a little bit longer. There is more for instance, for a larger, let's say, publicly traded company, there's more internal sign-offs that are now required. And there's just a higher level of focus being paid on things like labor adjacency and things like transportation costs, things like that. And so obviously with Some of the macroeconomic factors around price of oil, things like that, that sometimes drives into the discussion around transportation costs and how that factors into sort of their total sort of cost of occupancy, if you will. So there's just a variety of different elements that sort of fade in and fade out at different points. But overall, holistically, tenant demand is much stronger and much more deliberate than it was in twenty twenty five.

And do you think that has any implications or effects on the Hartford County development?

Well, one of the things that we have seen is that there is for occupiers that are requiring a much larger space, call it spaces larger than 500,000 square feet, there are very few entitled land options remaining really along the entire eastern seaboard. I think nationally there's something under 60 entitled sites that can accommodate buildings of a million square feet or larger. So ultimately larger tenants who are now reactivating into the market after sort of being on the sidelines for the last, you know, call it 24 months are finding really a dearth of options. So I think our positions in Hartford County really will allow us to potentially entertain some of these larger requirements. Both of our positions are located in markets that have very good labor pools that can draw even from as far south as Baltimore City and Prince George's County. So ultimately, we've got, I think, a very strong positioning in the market. The sites are on the way to being fully entitled, and we've had some early constructive dialogue with a number of tenants regarding both our Krause Phase 2 and our Mechanics Valley site.

Okay. That's good to know. And just last one here. Woven and Estero, are those all fully funded or do you need to put up more capital for the developments?

Woven and Estero... are both in different stages. Woven, we actually are a lender in that, so we do have additional capital through a bridge loan with them, but all the equity is in for Woven. Estero, we have probably another $3 million of equity that we would put into that. And then after that, the construction debt's there. It's ready to go. So very, very minimal cash required for each of those.

Okay. Thank you, Gus. Thanks, Kevin.

Thank you. And once again, everyone, if you have any questions or comments, please press star then one on your phone at this time. Please hold while we poll for questions.

Thank you.

That concludes our Q&A session. I'll now hand the conference back to Chief Executive Officer John Baker for closing remarks. Please go ahead.

I just want to close by saying how excited we are about what the future holds for this company. What the Altman acquisition has done for this company in terms of expanding the options we have and how we choose to develop our pipeline and future assets, it's the most exciting thing I've experienced since working here. And you couple that with the leasing activity we've seen this year, it's a really heady cocktail. I really appreciate everyone on the call taking the time to be with us on a Friday afternoon, and as always, for your continued interest in the company. This concludes the call.