UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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or

Commission File Number: 33-26115001-36769

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PATRIOT TRANSPORTATION HOLDING,FRP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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(904) 396-5733

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

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

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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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  [X]    No  [_]

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, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 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 November 29, 2013December 12, 2016 was 9,564,220.9,881,415. The aggregate market value of the shares of Common Stock held by non-affiliates of the registrant as of March 31, 2013,2016, the last day of business of our most recently completed second fiscal quarter, was $155,436,836.$269,324,902. 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 Patriot Transportation Holding,FRP Holdings, Inc. 20132016 Annual Report to Shareholders are incorporated by reference in Parts I and II.

Portions of the Patriot Transportation Holding,FRP Holdings, Inc. Proxy Statement which will be filed with the Securities and Exchange Commission not laterthan December 31, 20132016 are incorporated by reference in Part III.

Explanatory Note

As previously announced in a Form 8-K filed on February 3, 2015, FRP Holdings, Inc. (“FRP” or the “Company”) completed a spin-off (“Spin-off”) of its transportation business on January 30, 2015. The Spin-off was effected through a corporate reorganization and subsequent distribution by the Company of all of the common stock of Patriot Transportation Holding, Inc. (“Patriot”), a subsidiary of the Company formed for the purpose of becoming the new parent company to the transportation business, to the shareholders of FRP. Patriot is now an independent publicly-traded company, and FRP is the successor issuer to the company formerly known as Patriot Transportation Holding, Inc. (NASDAQ: PATR).

Preliminary Note Regarding Forward-Looking Statements.

Certain matters discussed in this report contain forward-looking statements, that are subjectincluding without limitation relating to risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements.

These forward-looking statements relate to, among other things,the Company's plans, strategies, objectives, expectations, intentions, capital expenditures, future liquidity, capital resources and competitionplans and may be indicated bytimetables for completion of pending development projects. The words or phrases such as ”anticipate”, ”estimate”, ”plans”, ”projects”, ”continuing”, ”ongoing”, ”expects”, ”management believes”, ”the Company believes”, ”the Company intends”“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 words or phrases.expressions identify forward-looking statements. The following factors and others discussed in the Company’s periodic reports and filings with the Securities and Exchange Commission are among the principal factors that could cause actual results to differ materially from the forward-looking statements: freight demanduncertainties as to whether the Company can complete, and the timetable for petroleum products including recessionary and terrorist impacts on travel in the Company’s markets;completion of pending or proposed development projects; levels of construction activity in the markets served by our mining properties; fuel costs and the Company’s ability to recover fuel surcharges; accident severity and frequency; risk insurance markets; driver availability and cost; the impact of future regulations regarding the transportation industry; availability and terms of financing; competition; interest rates, inflation and general economic conditions; demand for flexible warehouse/office facilities in the Baltimore-Washington-Northern Virginia area; and ability to obtain zoning and entitlements necessary for property development. However, this list is not a complete statement of all potential risks or uncertainties.

These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events or otherwise. Additional information regarding these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.

PART I

Item 1. BUSINESS.

On January 30, 2015, FRP Holdings, Inc. (“FRP” or the “Company”) completed the tax-free Spin-off (“Spin-off”) of its transportation business into a new, separately traded public company, Patriot Transportation Holding, Inc., (Nasdaq GM: PATI) (“Patriot”). In the Spin-off, FRP distributed all of the outstanding stock of Patriot to FRP's shareholders as of the record date of January 9, 2015. FRP’s shareholders received one share of Patriot for every three shares of FRP owned on the record date. Patriot now is an independent, publicly traded company, and FRP retains no ownership in Patriot. The Company retained the real estate business, which is now the sole business of the Company.

FRP Holdings, Inc. was incorporated on April 22, 2014 in Florida in 1988, and its subsidiaries (the "Company") are engaged inconnection with a corporate reorganization that preceded the transportation and real estate businesses.

Our transportationSpin-off. The Company’s successor issuer was formed on July 20, 1998. The business of the Company is conducted through Florida Rock & Tank Lines,our wholly-owned subsidiaries FRP Maryland, Inc. ("Tank Lines") which operates in the Southeastern United States. Tank Lines hauls petroleum, a Maryland corporation, FRP Development Corp., a Maryland corporation and other liquids and dry bulk commodities by tank trailers.

The Company’s real estate activities are conducted through two wholly owned subsidiaries: Florida Rock Properties, Inc. (“Properties”, 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 warehouse and office buildings 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”) and FRP(iii) real property acquisition, entitlement, development and construction primarily for warehouse and office buildings (the “Land Development Corp. (“Development”and Construction Segment”).

The Company’s real estate operations consist of two reportable segments. The mining royalty land segmentAsset Management Segment owns, real estate including construction aggregate royalty sites and parcels held for investment. The developed property rentals segment acquires, constructs, and leases office/warehouse buildings primarily in the Baltimore/Northern Virginia/Washington area and holds real estate for future development or related to its developments. Substantially all of the real estate operations are conducted within the Southeastern and Mid-Atlantic United States. Real estate revenues in fiscal 2013 were divided approximately 81% from rentals on developed properties and 19% from mining royalties.

Transportation. The transportation segment primarily serves customers in the petroleum industries in the Southeastern U.S.

During fiscal 2013, Tank Lines operated from terminals in Jacksonville, Orlando, Panama City, Pensacola, Port Everglades, Tampa and White Springs, Florida; Albany, Atlanta, Augusta, Bainbridge, Columbus, Macon and Savannah, Georgia; Chattanooga, Knoxville and Nashville, Tennessee; Birmingham and Montgomery, Alabama; Wilmington, North Carolina; and Spartanburg, South Carolina.

Tank Lines has from two to six major tank truck competitors in each of its markets. Price, service, and location are the major factors which affect competition in the transportation segment within a given market.

During fiscal 2013, the transportation segment’s ten largest customers accounted for approximately 54.2% of the transportation segment’s revenue. One of these customers, Murphy Oil Corporation, accounted for 20.0% of the transportation segment’s revenue. The loss of any one of these customers could have a material adverse effect on the Company’s revenues and income.

During fiscal 2013, the transportation segment purchased 96 new tractors and 33 trailers. In fiscal 2012 and 2011, the Company purchased 120 tractors and 51 trailers.

Our fiscal 2014 capital budget includes 90 new tractors and 30 new trailers including binding commitments to purchase 40 tractors and 6 trailers at September 30, 2013. We are replacing a larger than average number of tractors purchased prior to 2007 engine changes required by the EPA. We anticipate this more modern fleet will result in reduced maintenance expenses, improved operating efficiencies and enhanced driver recruitment and retention. At September 30, 2013, the Company owned and operated a fleet of 435 trucks and 533 trailers plus 3 additional trucks being prepared for service and 4 additional trucks that were being prepared for sale.

The Company’s transportation segment acquired certain assets of Pipeline Transportation, Inc. on November 7, 2013. Pipeline’s operations have been conducted in the Florida and Alabama markets also served by Florida Rock and Tank Lines, Inc. For the twelve month period ending June 30, 2013, Pipeline had gross revenues of just over $16,500,000.

Mining Royalty Land. The mining royalty land segment owns and seeks to acquire land with construction aggregates deposits, a substantial portion of which is leased to Vulcan Materials Company under long-term mining royalty agreements, whereby the Company is paid a percentage of the revenues generated or annual minimums. The segment also owns mining related land held for future appreciation or development.

Developed Property Rentals. The developed property rentals segment acquires, constructs, leases and manages landwarehouse and commercialoffice buildings located predominately in the Baltimore/Northern Virginia/Baltimore, northern Virginia, and Washington, and Jacksonville, FloridaDC market areas.

A significant part of our strategy has been to develop high quality, flexible warehouse/office space. Average occupancy for the fiscal year for buildings in service more than 12 months was 88.4%. At September 30, 2013, 89.6% of the total warehouse/office portfolio of approximately 3.3 million square feet was occupied.

Price, location, rental space availability, flexibility of design and property management services are the major factors that affect competition in the flexible warehouse/warehouse and office rental market. The Company experiences considerable competition in all of its markets.

Tenants of our flexible warehouse/office properties are not concentrated in any one particular industry.

RelationshipOur 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 Company.Materials).  Other than one location in Virginia, all of these properties are located in Florida and Georgia. 

Our Land Development and Construction Segment owns and continuously monitors the “highest and best use” of parcels of land that are in various stages of development. The Company was spun off from Florida Rock Industries, Inc. (“FRI”) in 1986. FRI merged with Vulcan Materials Company (“Vulcan”) in November 2007. Nearlyoverall strategy for this segment is to convert all of our miningnon-income producing property into income-producing property through (i) an orderly process of constructing new warehouse and office buildings to be operated by the Company or (ii) a sale to, or joint venture with, third parties.

Competition.The Asset Management Segment owns, leases and manages warehouse and office buildings located predominately in the Baltimore, northern Virginia, Washington, DC market areas. As a developer of 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 leased to Vulcan under long-term mining leases entered intolocated. Price, location, rental space availability, flexibility of design and property management services are the major factors that affect competition in the 1980s. We haul diesel fuelflexible warehouse and cement for Vulcan. We also are a party to a joint venture agreement with Vulcan to develop approximately 4,300 acres of property located near Brooksville, Florida.office rental market.

VulcanCustomers. Primarily due to our preferred mid-sized (75,000-150,000 square feet) warehouse buildings, the Asset Management Segment mainly caters to local and regional tenants (versus larger national tenants). We do not have any material dependence on a particular industry for our tenants in this segment. With the completion and occupancy of the 3rd build to suit for VADATA at Patriot Business Park in the first quarter of fiscal 2015 this particular tenant accounted for approximately 18.6%11% of the Company’s consolidated revenues during fiscal 2016. In the Mining Royalty Lands segment, we have a total of four tenants currently leasing our real estate revenuesmining locations and 6.1% of our transportation revenues for fiscal 2013. On a consolidated basis, Vulcanone particular tenant (Vulcan Materials Company) accounted for 8.6%15.6% of ourthe Company’s consolidated revenues in fiscal 2013 revenues.2016. An event affecting either VADATA’s or Vulcan’s ability to perform under its lease agreements could materially impact the Company’s results.

SegmentSales and Marketing.We use national brokerage firms to assist us in marketing our vacant warehouse rental 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.The Company operates in three reportable segments: transportation, mining royalty land and developed property rentals. Industry segmentFinancial information is presenteddiscussed by industry segment in Note 1011 to the consolidated financial statements included in the accompanying 20132016 Annual Report to Shareholders, andwhich is incorporated herein by reference.

Environmental Matters.Environmental regulations have increased the costs of our transportation and real estate businesses. Revised EPA regulations decrease the amount of permitted air emissions that can be released by tractor engines and affect tractors produced after the effective date of the regulations.  Compliance with these regulations has increased the cost of our new tractors, increased repair expense, and lowered fuel mileage.  This will increase our capital expenditures and our operating expenses. The Company has incurredincurs costs from time to time to investigate and remediate environmental contamination on its real estate. The Company's mining leases contain a provision makingprovisions 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, with revenuesbusinesses. Revenues generally decliningdecline slightly during winter months.

Employees. The Company employed 860 people in its transportation segment, 1518 people in its real estate group and 11 people in its corporate offices at September 30, 2013.2016.

Company Website.The Company’s website may be accessed atwww.patriottrans.comwww.frpholdings.com. All of our filings with the Securities and Exchange Commission can be accessedare 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.

EXECUTIVE OFFICERS OF THE REGISTRANT

All of the above officers have been employed in their respective positions for the past five years except as follows: John D. Baker II served as President and Chief Executive Officer of the Company from February 2008 to October 2010 and as President and Chief Executive Officer of Florida Rock Industries, Inc. from 1996 to November 2007; and Thompson S. Baker II served as the President of the Florida Rock Division of Vulcan Materials Company ("Vulcan") from November 2007 to September 2010 and as President of the Aggregates Group of Florida Rock Industries, Inc. from August 1991 to November 2007.

John D. Baker II, who is the brother of Chairman Emeritus Edward L. Baker, and Thompson S. Baker II, who is the son of Edward L. Baker, are directors of the Company.

All executive officers of the Company are elected by the Board of Directors annually and serve until their resignation or removal.

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.

We face significant uncertainty regardingRisks Relating to the continued demandSpin-off

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

Under the terms of the Transition Services Agreement between FRP and Patriot, Patriot provides the services of three of its executive officers to FRP. Thompson S. Baker II, Chief Executive Officer, John D. Milton, Jr., Chief Financial Officer and John D. Klopfenstein, Controller and Chief Accounting Officer, serve in the same capacities with FRP under the Transition Services Agreement. These executives spend approximately 50% of their time working for our transportation servicesFRP pursuant to the terms of the Transition Services Agreement and both companies share in 50% of the costs (including overhead). FRP could be adversely impacted by lack of the full-time focus of these executives during the current economic climate.

The transportation segment produces approximately 80%term of our gross revenues and 46% of our operating profit. The current economic climate could adversely affect the demand for our transportation services. These adverse economic conditions may result in reductions in our revenue, increased price competition and increased operating costs, which could have an adverse effect on our business, results of operation and financial condition.

We would be adversely affected by a decline in demand for hauling ethanol.

Transition Services Agreement. In addition, to other products, our tank lines subsidiary haulsthese 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.

ethanolThere may be potential conflicts of interest between FRP and Patriot due to the Spin-off.

FRP has common management with Patriot, which is blended with other petroleum products. The ethanol industry is highly dependent upon federalcould cause a conflict of interest for the shared executives or the Company. Currently, three of our executive officers serve as executive officers of both FRP and state legislation and changes in such legislation could adversely affect the demand for ethanol productsPatriot. FRP’s Chief Executive Officer, Thompson S. Baker II, also serves as a director and the resulting demandChief Executive Officer and President of Patriot. FRP's executive officers and board members will have fiduciary duties to our shareholders. Likewise, any such persons who serve in similar capacities at Patriot will have fiduciary duties to Patriot’s shareholders. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting both companies. For example, there will be a potential conflict of interest if FRP and Patriot consider acquisitions or other business opportunities that may be suitable for both companies. Moreover, most of Patriot's directors and officers will continue to own FRP common stock and options to purchase FRP common stock, which they acquired prior to the Spin-off or will acquire in the future in connection with their employment with FRP. These ownership interests could create, or appear to create, conflicts of interest when these individuals are faced with decisions that could have different implications for FRP and Patriot. From time to time, FRP may enter into transactions with Patriot or its subsidiaries or other affiliates. Although the terms of any such transactions will be established based upon negotiations between employees of the companies involved, there can be no assurance that the terms of any such transactions will be as favorable to us or our transportation services. In addition,subsidiaries or affiliates as would be the case where the parties are completely at arm’s length.

We may not achieve some or all of the expected benefits of the Spin-off.

We may not be able to achieve the full strategic and financial benefits expected to result from the Spin-off, or such benefits may be delayed or not occur at all. The Spin-off is expected to provide the following benefits to the Company: (i) allow FRP to focus on its own strategic objectives and opportunities, (ii)  enable FRP to allocate resources and deploy capital in a manner consistent with its own priorities, (iii) allow FRP to use its separate publicly traded stock as acquisition currency, (iv) allow FRP to more effectively utilize equity compensation awards by directly tying the value of equity compensation awards to the performance of the real estate business, and (v) allow investors, both current and prospective, to value FRP based on its financial characteristics and make investment decisions based on those characteristics. If we wouldfail to achieve some or all of the benefits expected to result from the Spin-off, or if such benefits are delayed, the business, financial condition and results of our operations could be adversely affected byand the future constructionvalue of pipelines to transport ethanol, which also would reduce demand for our transportation services.stock could be impacted.

We would be adversely affected byFRP is subject to restrictions under a declineTax Matters Agreement with Patriot, and a violation of the tax sharing agreement may result in gasolinetax liability to FRP and diesel fuel consumption.its shareholders.

In connection with the Spin-off, we entered into a Tax Matters Agreement with Patriot to preserve the tax-free treatment of the separation and distribution of Patriot. Under the Tax Matters Agreement, both companies are restricted from taking any action that prevents the Spin-off and related transactions from being tax-free for U.S. federal income tax purposes. Under the Tax Matters Agreement, for the two-year period following the Spin-off, FRP will be prohibited, except in certain circumstances, from:

These restrictions may limit FRP’s ability to pursue certain strategic transactions or other transactions that it

may believe to be in the best interests of its shareholders or that might increase the value of its business. In addition, under the Tax Matters Agreement, FRP is required to other products,indemnify Patriot against any such tax liabilities as a result of the acquisition of FRP’s stock or assets, even if it did not participate in or otherwise facilitate the acquisition. This may result in missed opportunities or the pursuit of business strategies that may not be as beneficial for us and which may negatively affect our tank lines subsidiary hauls gasolineanticipated profitability. If Patriot fails to comply with the restrictions in the Tax Matters Agreement and diesel.  Our results wouldas a result the Spin-off was determined to be adversely affected by a decreased demandtaxable for gasolineU.S. federal income tax purposes, FRP and diesel fuel. its shareholders at the time of the Spin-off that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities. Although the tax sharing agreement provides that Patriot is required to indemnify us for taxes incurred that may arise were Patriot to fail to comply with its obligations under the Tax Matters Agreement, there is no assurance that Patriot will have the funds to satisfy that liability.

The market demand for these products could be affected by increase in oil prices, government regulation, improved vehicle fuel efficiency, consumer preferences toward alternative fueled vehicles and technological advances.business of the Company is less diversified.

Our operatingoperational and financial profile has changed as a result of the Spin-off of the transportation business. As a result, our diversification of revenue sources has diminished without the revenue previously generated by the transportation business, and our results of operations, cash flows, working capital and financing requirements may be subject to increased volatility related to the real estate business. If we are unable to manage that volatility, our business, financial condition and results of operations could be materially and adversely impacted by volatility in fuel costs or by fuel shortages.affected.

The crude oil and petroleum products markets are extremely volatile. Fuel prices are affected by a number of economic and political factors, including general political conditions, acts of war or terrorism, political instability in oil producing regions and capacity at United States oil refineries.
Risks Relating to Our operating results are impacted by our ability to recover fuel surcharges from customers. In light of the volatility of fuel prices, it may be difficult for us to recover fuel surcharges from customers at levels that will allow us to maintain current levels of profitability. In addition, increased fuel prices reduce consumer demand for the petroleum products hauled by our tank lines subsidiary, adversely impacting revenues. Our operations may also be adversely affected by any limit on the availability of fuel.Business

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

Our business is subject to seasonal trends common in

The Mining Royalty Lands Segment and the refined petroleum products delivery industry. We typically face increased demand for fuel delivery services in Florida during the spring months. Our real estate group isLand Development and Construction Segment could be adversely affected by reduced construction and mining activity during periods of inclement weather. These factors cancould 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, levels, which tendtends to be cyclical.

Our real estate group receives part of itsMining 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.

We face difficulty in recruiting and retaining qualified drivers.

In some years the transportation industry has had difficulty attracting and retaining qualified drivers (including independent contractors), and competition for drivers sometimes can be intense. To compete for drivers, we may be forced to increase driver compensation. We cannot be certain that we could pass along the increased compensation costs to our customers. If we are unable to continue to attract drivers and contract with independent contractors, we could be required to suffer downtime and lost revenue miles.

New tractors are more expensive.

New tractors are more expensive, primarily due to higher commodity prices, better pricing power among equipment manufacturers, and government regulations applicable to newly manufactured tractors and diesel engines. Revised EPA regulations decrease the amount of permitted air emissions that can be released by tractor engines and affect tractors produced after the effective date of the regulations. Compliance with these regulations increased the cost of our new tractors, increased repair expense and lowered fuel mileage. This will increase our capital expenses and our operating expenses. These adverse effects combined with the uncertainty as to the reliability of the vehicles equipped with the newly designed diesel engines and the residual values that will be realized from the disposition of these vehicles could increase our costs or otherwise adversely affect our business or operations.

We have significant ongoing capital requirements.

Our transportation business requires substantial ongoing capital investment, particularly for tractors, trailers, terminals and technology. For the past few years, we have depended on cash from operations and our credit facilities to fund our revenue equipment. We expect to continue to pay for projected capital expenditures with cash flows from operations and borrowings under our line of credit. If we are unable to generate sufficient cash from operations and obtain financing on favorable terms in the future, we may have to limit our growth, enter into less favorable financing arrangements, or operate our revenue equipment for longer periods, any of which could have a material adverse effect on our profitability.

The loss of one of our major transportation customers could have a materially adverse effect on our business.

A significant portion of our transportation revenue is generated from our major customers. For 2013, our top 10 customers, based on

revenue, accounted for approximately 54.2% of our transportation segment’s revenue and one customer accounted for 20.0% of the segment’s revenue. A reduction in or termination of our services by one or more of our major customers could have a materially adverse effect on our business and operating results.

The trucking industry is extremely competitive and fragmented.

The trucking industry is extremely competitive and fragmented. No single truckload carrier has a significant market share. We compete with many other truckload carriers of varying sizes, customers’ private fleets, and, to a lesser extent, with railroads which may limit our growth opportunities and reduce profitability. Some of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase freight rates or maintain our profit margins. Many customers reduce the number of carriers they use by selecting so-called “core carriers” as approved transportation service providers, and in some instances we may not be selected. Historically, competition has created downward pressure on the truckload industry’s pricing structure.

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

We are subject to various

Liability for environmental laws and regulations dealing withcontamination on real property owned by the handling of hazardous materials, fuel storage tanks, air emissions from our vehicles and facilities, and engine idling. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. We also maintain bulk fuel storage and fuel islands at several of our facilities. Although we have instituted programs to monitor and control environmental risks and promote compliance with applicable environmental laws and regulations, the failure to comply with applicable laws or regulations could subject us to liabilities, including substantial fines or penalties or civil and criminal liability, that could have a materially adverse effect on our business and operating results.

Environmental liability for contaminationCompany 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 on-site may be required to be suspended until certain environmental contamination is remediated and/or permits are received, and environmental lawsgovernmental 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 defaultbreach of the terms of the lease entered into with our tenants. Environmental lawsGovernmental agencies also may create liens on contaminated sites in favor of the government for damages and costs it incursincurred 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 maywill subject us to substantial environmental liability and costs.costs as construction proceeds.

With respect to our joint venture with MRP known as RiverFront on the Anacostia site in Washington, D.C., preliminary environmental testing completed in the summer of 2012 on the portion of the site that will contain the first phase of the developmenthas indicated the presence of contaminated material that will have to be specially handled in the event of excavation in conjunction with construction. We believe these contaminants are a result of normal operations of our previous tenant over the long-term due to documented releases from an underground storage tank which was located within the first phase along with other activities by the tenant on the property. While we believe that the prior tenant is responsiblehave recovered and will continue to seek partial reimbursement for these costs and is requiredfrom our prior tenant and/or neighboring property owners, we still expect to indemnify us against anyincur significant environmental liabilities arising from its activities on the property, we could nevertheless be subjectcosts in connection with construction.

With respect to strict liability under environmental laws because we own the property. We may face this liability regardless of our lack of knowledgePhase I of the contamination or whether or not we caused the contamination. There is also a risk that the prior tenant may not satisfy their environmental compliance and indemnification obligations under the lease. Any of these events could substantially increase our cost of operations.

Notwithstanding the prior tenant’s obligations to us under the lease, with respect to MRP, we are solely responsible to appropriately handle the removal of any known hazardous substances on Phase 1 of the property up to a proposed cap of $1.871 million. MRP has agreed to share such costs above that cap. Accordingly,development, we recorded an expense in the fourth quarter of fiscal 2012 of $1,771,000 for this environmental remediation liability which is the lower end of the range of estimates. The actual expense may be materially higher or lower depending uponAs of September 30, 2015 the determined responsibilityexcavation and foundation work for Phase I were substantially complete; thus, the bulk of the prior tenant, our ability to collect from such prior tenant and actual costsremediation expenses have been incurred. InManagement believes the event these costs are materially higher than forecasted, it could have a material adverse effect on our financial condition and resultstotal cost for remediation of operations.Phase 1 will end up at approximately $1.9 million.

Further testing duringDuring the fourth quarter ending December 31, 2015, management successfully completed negotiations and entered into a $3,000,000 settlement of fiscal 2013 revealedenvironmental claims on all four phases against our former tenant at the existence of contaminationRiverfront on the Anacostia property and continues to pursue settlement negotiations with other three phasespotentially responsible parties.

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 we are requestingrecorded an estimated environmental remediation expense of $2.0 million for the prior tenant take financial responsibility for removal of this contamination as well. Company’s estimated liability under the proposed agreement.

The Company has no obligation to remediate this contamination on Phases II, III and IV until such time as it commences construction there.

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 cargo and

property damage claims, as well as 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. Also,Additionally, there are some types ofcertain losses, such as losses from hurricanes, terrorism, wars or earthquakes, where insurance is limited and/or not economically justifiable. If the Company experiences an uninsured loss occurs,of real property, we could lose both the invested capital and anticipated revenues.revenues associated with such property. We accrue currently for estimated incurred losses and expenses. Weexpenses 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 over ourgreater than accrued amounts.

Rising insurance costs could significantly reduce our earnings. Insurance carriers sometimes raise premiums for many businesses, including trucking companies. As a result, our insurance and claims expense could increase, or we could raise our self-insured retention when our policies are renewed. If we are unable to pass along this cost increase to customers, our earnings may be significantly reduced.

Compliance with recent or future transportation regulations may significantly reduce earnings.

Our transportation operations are regulated and licensed by various U.S. agencies. While the costs of compliance with existing regulations generally is reflected in our prior results, recent regulations (such as the tractor air emissions regulations) and future laws and regulations may be more stringent and require changes in our operating practices, influence the demand for transportation services, or require us to incur significant additional costs. Higher costs incurred by us could adversely affect our results of operations.

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

When a lease expires, a tenant may elect not to renew it. WeIf that occurs, we may not be able to reletlease the property on similar terms. The terms of renewal or re-lease (including the cost of required renovations and/orand concessions to tenants) may be less favorable than the prior lease. If we are unable to reletlease all or a substantial portionsubstantially all of our properties, or if the rental rates upon such relettingre-leasing are significantly lower than expected rates, our cash generated before debt repayments and capital expenditures may be adversely affected. As of September 30, 2013,2016, leases atof our properties representing approximately 12%17.4%, 17%23.0%, and 14%9.6% of the total square footage of buildings completed prior to September 2013 were30, 2016 are scheduled to expire in fiscal year 2014, 2015years 2017, 2018 and 2016,2019, respectively.

We may be unable to lease currently vacant space.properties.

Vacant space totals 10% in

As of September 30, 2016, 10.1% of our business parks and only a small portion of that has leases signed for future occupancy.properties are vacant. If we are unable to obtain leases sufficient to cover carrying costs then our

cover carrying costs then our cash flows may continue to be adversely affected.

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

We have 1320 buildings in our business parksportfolio that are single-tenant occupiedleased, representing 44%52% of developed property rentals under long-term leases. We have seven8 other tenants with leases in excess of five years. 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 and/or divide the space. In additionAdditionally, we may have to incur a non-cash expense for a significant amount of deferred 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 becomesbecome 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 us.the Company. Our claim against such a tenant for unpaid future rent would be subject to a statutory limitation that mightmay 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.

A decline in the economic conditions in Baltimore-Washington-NorthernBaltimore, Washington, D.C. and Northern Virginia areamarkets could adversely affect our business.

Nearly all of our office/office and warehouse properties are located in the Baltimore-Washington-NorthernBaltimore, Washington, D.C. and Northern Virginia area.areas. As a result of our geographic concentration, we depend upon the local conditions in these markets, including local real estate conditions. 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 assure yoube sure that these markets will continue to grow or will continue to provide favorable demand for our office/office and warehouse product.spaces.

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 thesecertain 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 and/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:

As of September 30, 2013,2016, we had outstanding non-recourse mortgage indebtedness of $49,904,000,$36,012,000, secured by developed real estate properties having a carrying value of $58,724,000.$45,478,000.

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:

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

Our real estate segment facesAsset Management and Land Development and Construction Segments face competition from numerous sources.

As a developer of flexible warehouse/warehouse and office space, we compete with numerous developers, owners and operators of real estate, many of whichwhom 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 below thoseto 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/delays or stoppages and/or rapidly escalating construction costs may out-pace market rents, which would adversely affectingaffect our profits. The market environment and existing lease commitments may not allow us to raise rents to cover these higher costs.

Risks Relating to our Common Stock

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

As of November 10, 2013, threeSeptember 30, 2016, two of our directors, Edward L. Baker, John D. Baker, II and Thompson S. Baker, II beneficially own approximately 22.6%19% of the outstanding shares of our common stock (80% of such shares are held in trusts under which voting power is shared with other family members) and certain of their family members beneficially own an additional 10.2%11.8%. As a result, these individuals effectively may have the ability to direct the election of all members of our Boardboard of Directorsdirectors and to exercise a controlling influence over ourits business and affairs, including any determinations with respect to mergers or other business combinations involving us, ourthe Company, its acquisition or disposition of assets, ourits borrowing of monies, ourits issuance of any additional securities, ourits repurchase of common stock and ourits payment of dividends.

Our charter and bylaws contain

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

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

Our articles of incorporation and bylaws contain several provisions that may make it more difficult and expensive for a third partyauthorize us to acquire control of usissue, without the approval of our boardshareholders, one or more classes or series of directors. Our articles of incorporationpreferred stock having such designations, powers, preferences and bylaws contain provisions dividingrelative, participating, optional and other rights, and such qualifications, limitations or restrictions as our board of directors into fourgenerally may determine. The terms of one or more classes of directors serving four-year terms and providing that directors may only be removed for cause. Our articles of incorporation also provide that our shareholders can take action only at a duly called annual or special meeting of shareholders and require a supermajority vote to approve certain matters. In addition, our board of directors is authorized to issue additional shares of common stock or preferred stock and to determine the rights and preferences of any sharesseries 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 be issued.

Our cash and cash equivalents at times exceed FDIC insurance limits exposing us to possible losses.

In the current financial climate, the Company is monitoring the financial stabilityelect some number of its lending banks as well as its depository institutions. At presentdirectors in all events or on the Company does not foreseehappening of specified events or the necessity for changing anyright to veto specified transactions. Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences FRP could assign to holders of these relationships but will continue to monitor conditions particularly with respect topreferred stock could affect the depository for its liquid funds. The Company places its cash and cash equivalents with high credit quality institutions. At times such amounts may exceed FDIC insurance limits.residual value of the common stock.

Item 1B. UNRESOLVED STAFF COMMENTS.

None.

Item 2. PROPERTIES.

Transportation Segment Properties. The Company has 21 sites for its trucking terminals in Alabama, Florida, Georgia, North Carolina, South Carolina and Tennessee. The Company owns 13(predominately in fee simple but also through ownership of these sitesinterests in joint ventures) over 20,000 acres of land in Florida, Georgia, Maryland, Virginia, Delaware and leases 8.the District of Columbia. This land is generally held by the Company in three distinct categories (i) land owned and leased to mining companies for royalties or rents, (ii) land owned and operated as income producing rental properties predominately in the form of warehouse/office buildings, and (iii) land owned and held for investment to be further developed for future income production or sales to third parties.

Mining Royalty LandLands Segment Construction Aggregates Properties– Mining Properties.. The following table summarizes the Company's construction aggregates locationsmining royalty lands and estimated reserves at September 30, 20132016 a substantial portion of which are leased to Vulcan.Vulcan Materials.

These figures excludeThis table excludes the Brooksville, Florida property, approximately 4,280 acres, as the propertyit was transferred on October 4, 2006 to a joint venture with Vulcan Materials Company (“Vulcan Materials”) for future development. Brooksville tons sold in fiscal 2013 were 349,000 and estimated reserves were 5,400,000 at September 30, 2013.

The Ft. Myers residential property in Lee County, Florida is part of a 1,993 acre site under a long-term mining lease to Vulcan. In June, 2010May, 2014 the Company entered into a letteran amendment to our lease agreement with Vulcan Materials Company that required modifications to the existing mining lease onfor our property, suchFt. Myers location requiring that the mining will be accelerated and that the mining plan will be revisedconformed to accommodate the future construction of up to 105 residential dwelling units around the mined lakes. In return, the Company agreed to grantsell 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. Based on information from our tenant, Vulcan Materials Company, the Company is hopeful that all necessary permits to commence mining on this property will be received during fiscal 2017.

During fiscal 2015, the Company also received positive information from Vulcan Materials with respect to two other locations. With regard to our Manassas, Virginia location, Vulcan Materials informed us that they recently removed a concrete plant off property owned by the Company which opened up an additional 25 million tons of material to be mined from Company property. Vulcan Materials’ current lease term at the Manassas location expires on May 31, 2020 and they have one additional ten year extension option available. At our Astatula location, Vulcan Materials began mining on Company property during fiscal 2015 and plans are to continue that mining for the foreseeable future at volumes commensurate with, or in excess of, those achieved in fiscal 2015.

Mining Royalty LandLands Segment - Brooksville Joint Venture.On October 4, 2006, a subsidiary of the Company (FRP)(Florida Rock Properties, Inc.) entered into a Joint Venture Agreement with Vulcan Materials Company (formerly Florida Rock Industries,

Inc.) (which was acquired by Vulcan Materials in 2007) to form Brooksville Quarry, LLC, a real estate joint venture, to develop approximately 4,3004,280 acres of land near Brooksville, Florida.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 obtainedapproved 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 fiscal 2016, 404,000 tons were sold and estimated reserves were 5,698,000 as of September 30, 2016. During fiscal 2015, the Company agreed to extend the mining lease on this property for an additional four years, through the year 2022, in exchange for an immediate increase in the annual minimum royalty and a higher royalty rate on tons sold and mined from the property.

Mining Royalty LandLands Segment - Other Properties. The segment also owns an additional 1,923 acres of investment properties in Gulf Hammock (approximately 1,600 acres currently on the market for $4.5 million), Brooksville, Palatka, and Polk County, Florida and Yatesville and Henderson, Georgia.

Developed Properties RentalsAsset Management Segment.At As of September 30, 2013 certain developed real estate properties having a carrying value2016, the Asset Management Segment owned 42 warehouse/office buildings, totaling 3,880,365 square feet, all of $58,724,000 were pledged on long-term non-recourse notes with an outstanding principal balance totaling $49,904,000. At September 30, 2013,which (with the Company owned 400 acres in 15 developed parcelsexception of land all but one of whichbuilding) are in the Mid-Atlantic region of the United States as follows:

1) Hillside Business Park in Anne Arundel County, Maryland consists of 49 usable acres. Fourfour warehouse/office buildings and one suburban office building totaling 567,473 square feet exist on the

property and are 99% occupied.feet.

2) Lakeside Business Park in Harford County, Maryland consists of 84 usable acres. Ninenine warehouse/office buildings totaling 893,722 square feet exist on 64 of these acres and are 91.3% occupied. The remaining 20 acres are available for future development and have the potential to offer an additional 266,530 square feet of comparable product.feet.

3) 6920 Tudsbury Road in Baltimore County, Maryland contains 5.3 acres withconsists of one warehouse/office building totaling 86,100 square feet of warehouse/office space that is 100% occupied by a single tenant.feet.

4) 8620 Dorsey Run Road in Howard County, Maryland contains 5.8 acres withconsists of one warehouse/office building totaling 85,100 square feet of warehouse/office space that is 100% occupied.feet.

5) Rossville Business Center in Baltimore County, Maryland contains approximately 10 acres withconsists of two warehouse/office buildings totaling 190,517 square feet of warehouse/office space and is 100% occupied.feet.

6) 34 Loveton Circle in suburban Baltimore County, Maryland contains 8.5 acres withconsists of one office building totaling 33,708 square feet of office space, which is 81% occupied including 24%(24% of the space is occupied by the Company.Company for use as our Baltimore headquarters).

7) Oregon Business Center in Anne Arundel County, Maryland contains approximately 17 acres withconsists of two warehouse/office buildings totaling 195,615 square feet of warehouse/office space, which is 89% occupied.feet.

8) Arundel Business Center in Howard County, Maryland contains approximately 11 acres withconsists of two warehouse/office buildings totaling 162,796 square feet of warehouse/office space. A new lease commenced October 2013 for 13,645 square feet increasing occupancy to 100%.feet.

9) 100-400100-200 Interchange Boulevard in New Castle County, Delaware contains approximately 17 acres withconsists of two warehouse/office buildings totaling 303,006 square feet of warehouse/office space, which is 49% occupied. Chrysler and General Motors plant closings in 2008 continued to keep a reduced demand for space in this market. The remaining 8.8 acres are available for excess trailer storage or an additional 93,600 square feet of comparable product.feet.

10) 1187 Azalea Garden Road in Norfolk, Virginia contains approximately 12 acres with 188,093 square feet of warehouse/office space, which is 100% occupied.

11) Windlass Run Business Park in Baltimore County, Maryland containsconsists of one warehouse/office building totaling 69,474 square feet of warehouse/office space on 4.7 acres that is currently 50% occupied. An additional 26 acres (excluding wetlands) of fully developed land is available with the potential to offer 386,626 square feet of warehouse, office, flex and retail buildings. An agreement to lease 55,729 square feet is scheduled to commence January 2014 and will increase occupancy to 100%.feet.

12)11) 155 E. 21^stStreet in Duval County, Florida contains approximately 6 acres withconsists of one office building totaling 68,757 square feet of office space which is 100% leased to Vulcan.feet.

13)12) Hollander 95 Business Park in Baltimore City, Maryland was purchased in Octoberconsists of 2010 and contains 82,800two warehouse/office building totaling 162,350 square feet of warehouse/office space on 3.8 acres which is 100% leased. An additional 38 acres of partially developed land is available with the potential to offer 425,750 square feet of warehouse, office, hotel and flex buildings.feet.

14)13) Patriot Business Park in Prince William County, Maryland contains 117,600Virginia consists of three warehouse/office buildings

totaling 373,000 square feet of office space on 10 acres which is 100% occupied. The Company entered into a build to suit lease in May 2013 for a 125,500 square foot building situated on 8 acres which is currently under construction and scheduled for completion and occupancy during the first quarter of calendar 2014. The remaining 37 acres have the potential to offer an additional 390,000 square feet of comparable product.feet.

15)14) Transit Business Park in Baltimore, Maryland containsconsists of five buildings totaling 232,318 square feet on 14.5 acres and is 88% occupied.feet.

15) Kelso Business Park in Baltimore County, Maryland, consists of two warehouse/office buildings totaling 69,680 square feet.

16) 1187 Azalea Garden Road in Norfolk, VA consists of one warehouse totaling 188,093 square feet.

Developed Property Rentals17) 10820 Gilroy Road in Baltimore County, Maryland, consists of one warehouse/office building totaling 107,438 square feet.

18) 7700 Port Capital Drive in Howard County, Maryland consists of one warehouse/office building totaling 91,218 square feet.

Land Development and Construction Segment Future Planned Developments.– Warehouse/Office Land.

At September 30, 2013 the Company2016 this segment owned the following future development parcels:

1) Windlass Run Residential (previously Bird River) phase 2, located in southeastern Baltimore County, Maryland, is a 74 acre tract of land adjacent to our Windlass Run Business Park. The property was rezoned in September 2007 to allow

Land Development and Construction Segment – Land Held for additional density. In July 2008, the Company entered into an agreement to sell the entire 121 acres at a purchase price of $25,075,000 and closing was scheduled to occur in the first quarter of calendar 2012. The contract purchaser had placed non-refundable deposits of $1,000,000 under this contract in escrow. In October 2011 the contract purchaser terminated its agreement to purchase the property and released the $1,000,000 escrow deposit to the company’s subsidiary, FRP Bird River, LLC. along with all permits, engineering work, plans and other development work product with regards to the property. The Company continued the entitlement process for this parcel of land for residential development as a planned unit development (PUD) and was successful in receiving approval for up to 412 dwelling units. In September 2012, the Company received a non-binding letter of intent to sell the property for $18.8 million in two phases. The letter of intent to sell the property was converted into 2 executed contracts that expired during the due diligence period. The Company executed two contracts on April 17, 2013 with another buyer for the sale of phase 1 of the property in the quarter ending September 30, 2013 for $8.0 million and the balance for $11.0 million approximately 18 months later. The sale of phase 1 was completed in August of 2013 and resulted in a gain of $4,928,000.

2) Anacostia River. The Company owns a 5.8 acre parcel of undeveloped real estate in Washington D.C. that fronts the Anacostia River and is adjacent to the Washington Nationals Baseball Park. The parcel was leased to a subsidiary of Vulcan Materials Company from 1986 through August 2011. In September 2011 Vulcan commenced a long term lease for a Company owned 2.1 acre tract which is nearby on the same bank of the Anacostia River. The approved planned unit development for the 5.8 acre parcel permits the Company to develop a four building, mixed use project, containing approximately 545,800 square feet of office and retail space and approximately 569,600 square feet of additional space for residential and hotel uses. The approved development would include numerous publicly accessible open spaces and a waterfront esplanade along the Anacostia River.Investment or Sale.

In

On March 30, 2012 the Company entered into a Contribution Agreement with MRP SE Waterfront Residential, LLC. (“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, own, lease and possiblyultimately sell an approximately 300,000 square foota 305 unit residential apartment building (including

(including approximately 18,000 square feet of retail) on a portionapproximately 2 acres of the roughly 5.82 acre site. The joint venture, RiverfrontRiverFront Investment Partners I, LLC (“RiverfrontRiverFront I”) was formed in June 2013 as contemplated. The Company’s costCompany 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 property to beJoint Venture for a 76.91% stake in the venture. MRP contributed of $5,839,000 was transferred from Property, Plant and Equipment to Investment in joint ventures and is accounted for under the equity method of accounting. MRP will contribute capital of $4,000,000$5,553,000 to the joint venture including development costs paid prior to formation of the joint venture. MRP will raise any additional equity capitalThe Joint Venture closed on $17,000,000 of EB5 secondary financing and obtain a nonrecourse construction loan for $65,000,000 on August 8, 2014. Both of these financings are non-recourse to the balance of the estimated constructionCompany. Construction commenced in October 2014 and lease up costs. At this point the Company anticipates commencement of construction of Phase Ioccupancy started in mid 2014 with lease up scheduled between late 2015 and all ofAugust 2016. The Company’s equity interest in the joint venture will be determined based on leverageis accounted for under the equity method of accounting as MRP acts as the administrative agent of the entity, additional cash contributions byjoint venture and oversees and controls the day to day operations of the project.

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 negotiationsthe District had conceptually agreed to a land swap with potential third partners.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.

3) Leister property in Hampstead, Carroll County, Maryland is a 117 acre parcel located adjacent to State Route 30 bypass. The parcel is currently zoned for industrial use. Alternative uses are being investigated in order to maximize this assets’ profitability and expedite it’s disposition.

Item 3. LEGAL PROCEEDINGS.

Note 1213 to the Consolidated Financial Statementsconsolidated financial statements included in the accompanying 20132016 Annual Report to Shareholders is incorporated herein by reference.

Item 4. MINE SAFETY DISCLOSURES.

None.

PART II

PART II

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

There were approximately 497414 holders of record of Patriot Transportation Holding,FRP Holdings, Inc. common stock, $.10 par value, as of September 30, 2013.2016. The Company's common stock is traded on the Nasdaq Stock Market (Symbol PATR)FRPH).

Price Range of Common Stock. Information concerning stock prices is included under the caption "Quarterly Results" on page 67 of the Company's 20132016 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 35 to the consolidated financial statements included in the accompanying 20132016 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

(1) In December, 2003,On February 4, 2015, the Board of Directors authorized management to expend up to $6,000,000 to repurchase shares of the Company’s common stock from time to time as opportunities arise. On February

19, 2008, the Board of Directors authorized management to expend up to an additional $5,000,000 to repurchase shares of the Company’s common stock from time to time as opportunities arise.

Item 6. SELECTED FINANCIAL DATA.

Information required in response to this Item 6 is included under the caption "Five Year Summary" on page 67 of the Company's 20132016 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 78 through 1318 of the Company’s 20132016 Annual Report to Shareholders and such information is incorporated herein by reference.

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

The Company isInterest Rate Risk - We are exposed to market risk from changes in interest rates. For its cash and cash equivalents, a change in interest rates affects the amount of interest income that can be earned. The Company prepared a sensitivity analysis of its cash and cash equivalents to determine the impact of hypotheticalinterest rate changes through our variable-rate borrowings under Credit Agreements with Wells Fargo and First Tennessee Bank.

Under the Wells Fargo Credit Agreement, the applicable margin for borrowings at September 30, 2016 was 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 applicable borrowing margin at September 30, 2016 with First Tennessee Bank was 1.9%.

At September 30, 2016 a 1% increase in the current per annum interest rate would result in $68,070 of additional interest expense during the next 12 months under the Wells Fargo Credit Agreement. The foregoing calculation assumes an instantaneous 1% increase in the rates under the Credit Agreement and that the principal amount under the Credit Agreement is the amount outstanding as of September 30, 2016. The calculation, therefore, does not account for the differences in the market rates upon which the interest rates on the Company's results of operations and cash flows. The interest-rate analysis assumed a 50 basis point adverse changeour indebtedness are based or possible actions, such as prepayment, which we may take in interest rates on all cash and cash equivalents. However, the interest-rate analysis did not consider the effects of the reduced level of economic activity that could exist in such an environment. Based on this analysis, management has concluded that a 50 basis point adverse move in interest rates on the Company's cash and cash equivalents would have an immaterial impact on the Company's results of operations and cash flows.response to any rate increase.

For itsour debt instruments with variable interest rates, changes in interest rates affect the amount of interest expense incurred. The Company did not have any variable rate debt outstanding at September 30, 2013. The following table provides information about the Company’s long-term debt and variable rate debt outstanding at September 30, 2016 (dollars in thousands):

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Information required in response to this Item 8 is included under the caption "Quarterly Results" on page 67 and on pages 1419 through 2633 of the Company's 20132016 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 and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the 1992Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.Commission (COSO). Based on our evaluation under the framework in the 1992Internal Control-Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of September 30, 2013.2016.

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 September 30, 2013,2016, as stated in their report which appears in Item 8.

CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the fourth quarter of 2013,2016, 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, including any corrective actions with regards to material weaknesses.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:

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 is set forth under the caption "Executive Officers of the Registrant" in Part I of this Form 10-K. Information concerningand directors (including the disclosure regarding audit committee financial experts), required in response to this Item 10, is included under the captions "Election“Board of Directors", "BoardDirectors and Corporate Governance- Our Board of Directors,” “Board of Directors and Corporate Governance- Board Leadership, Structure” “Board of Directors and Committee Membership – Audit Committee"Corporate Governance- Board Committees,” “Board of Directors and "SectionCorporate Governance- Business Conduct Policies,” “Securities Ownership- Section 16(a) Beneficial Ownership Reporting Compliance"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 December 31, 2013.2016.

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 atwww.patriottrans.comwww.frpholdings.com under the headingCorporate Governance.

Item 11. EXECUTIVE COMPENSATION.

Information required in response to this Item 11 is included under the captions "Compensation"Board of Directors and Corporate Governance- Board Committees- Compensation Committee,” “Non-Employee Director Compensation,” “Compensation Discussion and Analysis," "Executive Compensation," "Compensation Committee Report," "Non-Employee Director Compensation," "Board Leadership StructureAnalysis” and Committee Membership – Compensation Committee," and "Shareholder Return Performance"“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 December 31, 2013.2016.

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 "Common Stock Ownership of Certain Beneficial Owners" and "Common Stock Ownership by Directors and Executive Officers"“Securities Ownership” in the Company's Proxy Statement and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than December 31, 2013.2016.

Equity Compensation Plan Information

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", “Corporate Governance”,Transactions” and “Board Leadership Structureof Directors and Committee Membership”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 December 31, 2013.2016.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

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 December 31, 2013.2016.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.SCHEDULE.

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

The response to this item is submitted as a separate section. See Index to Financial Statements and Financial Statement SchedulesSchedule on page 2923 of this Form 10-K.

(3) Exhibits.

The response to this item is submitted as a separate section. See Exhibit Index on pages 2621 through 2822 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.

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 December 4, 2013.

12, 2016.

PATRIOT TRANSPORTATION HOLDING,FRP HOLDINGS, INC.

FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 20132016

EXHIBIT INDEX

[Item 14(a)15(a)(3)]

PATRIOT TRANSPORTATION HOLDING,FRP HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULESSCHEDULE

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

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-55132, 333-125099 and 333-131475) of Patriot Transportation Holding,FRP Holdings, Inc. of our report dated December 4, 201312, 2016 relating to the consolidated financial statements and the effectiveness of Patriot Transportation Holding,FRP Holdings, Inc’s internal control over financial reporting which appears in the Annual Report to Shareholders incorporated by reference herein. We also consent to the incorporation by reference of our report dated December 4, 2013,12, 2016, relating to the financial statement schedules,schedule, which appearappears in this Form 10-K.

Hancock Askew & Co., LLP

Savannah, Georgia

December 4, 201312, 2016

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

To the

The Shareholders and Board of Directors of

Patriot Transportation Holding,FRP Holdings, Inc.:

Our audit of the consolidated financial statements referred to in our report dated December 4, 201312, 2016 appearing in the 20132016 Annual Report to Shareholders of Patriot Transportation Holding,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 schedulesschedule listed in Item 15(a)(2) of this Form 10-K. TheseThis financial statement schedules areschedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe financial statement schedulesschedule based on our audit. In our opinion, thesethe financial statement schedules presentschedule 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

December 4, 201312, 2016

PATRIOT TRANSPORTATION HOLDING, INC.

SCHEDULE II (CONSOLIDATED) - VALUATION

AND QUALIFYING ACCOUNTS

YEARS ENDED SEPTEMBER 30, 2013, 2012 AND 2011

Note: SunBelt’s risk insurance expense for the years ended September 30, 2012 and 2011 was negative due to claims settled for less than prior estimates.

(a) Accounts written off less recoveries

(b) Payments

(c) Other comprehensive income (ASC Topic 715).

PATRIOT TRANSPORTATION HOLDING,FRP HOLDINGS, INC.

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

DEPLETION(dollars in thousands)

SEPTEMBER 30, 20132016