10-Q

---q 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2015.

or

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_________ to _________

 Commission File Number: 001-36769

_____________________

FRP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________________

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

904-396-5733

(Registrant’s telephone number, including area code)

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 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,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_]	Accelerated  filer [x]
Non-accelerated filer [_]	Smaller reporting company [_]

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 

Class	Outstanding at December 31, 2015
Common Stock, $.10 par value	9,840,600 shares
per share

1 

FRP HOLDINGS, INC.

FORM 10-Q

QUARTER ENDED DECEMBER 31, 2015

CONTENTS

Page No.

Preliminary Note Regarding Forward-Looking Statements		3
	Part I.  Financial Information
Item 1.	Financial Statements
	Consolidated Balance Sheets	4
	Consolidated Statements of Income	5
	Consolidated Statements of Cash Flows	6
	Condensed Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risks	30
Item 4.	Controls and Procedures	30
	Part II.  Other Information
Item 1A.	Risk Factors	31
Item 2.	Purchase of Equity Securities by the Issuer	31
Item 6.	Exhibits	31
Signatures		32
Exhibit 31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	34
Exhibit 32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	37

2 

Preliminary Note Regarding Forward-Looking Statements.

Certain matters discussed in this report contain forward-looking statements, including without limitation relating to the Company's plans, strategies, objectives, expectations, intentions, capital expenditures, future liquidity, plans and timetables for completion of pending development projects and other transactions. The words or phrases “anticipate,” “estimate,” ”believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions identify forward-looking statements. The following factors and others discussed in the Company’s periodic reports and filings with the Securities and Exchange Commission are among the principal factors that could cause actual results to differ materially from the forward-looking statements: uncertainties as to whether the Company will recognize the benefits of the spin-off of the transportation group; uncertainties as to whether the Company can complete, and the timetable for completion of pending or proposed development projects and other transactions; levels of construction activity in the markets served by our mining properties; risk insurance markets; 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.

3 

PART I. FINANCIAL INFORMATION, ITEM 1. FINANCIAL STATEMENTS

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)                                           (In thousands, except share data)

	December 31			September 30
Assets:	2015			2015
Real estate investments at cost:
Land	$	104,678			102,347
Buildings and improvements		181,977			174,820
Projects under construction		4,994			4,129
Total investments in properties		291,649			281,296
Less accumulated depreciation and depletion		75,710			74,091
Net investments in properties		215,939			207,205
Real estate held for investment, at cost		7,306			7,306
Real estate held for sale, at cost		—			4,826
Investment in joint ventures		19,168			19,010
Net real estate investments		242,413			238,347
Cash and cash equivalents		—			419
Cash held in escrow		1,174			—
Accounts receivable		569			778
Federal and state income taxes receivable		—			393
Unrealized rents		4,864			4,817
Deferred costs		7,914			7,449
Other assets		175			275
Total assets	$	257,109			252,478
Liabilities:
Secured notes payable, less current portion	$	34,924			36,011
Secured notes payable, current portion		4,247			4,180
Lines of credit payable		2,928			8,494
Accounts payable and accrued liabilities		1,809			3,456
Environmental remediation liability		48			51
Deferred revenue		806			1,060
Federal and state income taxes payable		1,039			—
Bank overdraft		69			—
Deferred income taxes		17,987			14,541
Deferred compensation		1,444			1,400
Deferred lease intangible, net		30			45
Tenant security deposits		991			898
Total liabilities		66,322			70,136
Commitments and contingencies (Note 8)
Shareholders’ Equity:
Common stock, $.10 par value 25,000,000 shares authorized, 9,840,600 and 9,791,770 shares issued and outstanding, respectively		984			979
Capital in excess of par value		50,839			49,872
Retained earnings		138,970			131,497
Accumulated other comprehensive loss, net		(6	)		(6	)
Total shareholders’ equity		190,787			182,342
Total liabilities and shareholders’ equity	$	257,109			252,478

See accompanying notes.

4 

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts)

(Unaudited)

	THREE MONTHS ENDED
	DECEMBER 31,
	2015			2014
Revenues:
Rental revenue	$	6,027			5,868
Royalty and rents		1,638			1,320
Revenue – reimbursements		1,158			1,114
Total Revenues		8,823			8,302
Cost of operations:
Depreciation, depletion and amortization		1,896			1,883
Operating expenses		973			914
Environmental remediation recovery		(3,000	)		—
Property taxes		1,118			1,095
Management company indirect		504			352
Corporate expenses (Note 4 Related Party)		732			1,713
Total cost of operations		2,223			5,957
Total operating profit		6,600			2,345
Interest income		1			—
Interest expense		(481	)		(445	)
Equity in loss of joint ventures		(54	)		(30	)
Gain (Loss) on investment land sold		6,286			(17	)
Income from continuing operations before income taxes		12,352			1,853
Provision for income taxes		4,879			722
Income from continuing operations		7,473			1,131
Gain from discontinued transportation operations, net of taxes		—			1,663
Net income	$	7,473			2,794
Comprehensive net income	$	7,473			2,794
Earnings per common share:
Income from continuing operations-
Basic	$	0.76			0.12
Diluted	$	0.76			0.12
Discontinued operations-
Basic	$	0.00			0.17
Diluted	$	0.00			0.17
Net Income-
Basic	$	0.76			0.29
Diluted	$	0.76			0.29
Number of shares (in thousands) used in computing:
-basic earnings per common share		9,802			9,711
-diluted earnings per common share		9,853			9,771

See accompanying notes.

5 

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED DECEMBER 31, 2015 AND 2014

(In thousands) (Unaudited)

		2015		2014
Cash flows from operating activities:
Net income	$	7,473		2,794
Adjustments to reconcile net income to net cash
provided by operating activities:
Income from discontinued operations, net		—		(1,663	)
Depreciation, depletion and amortization		1,959		1,865
Deferred income taxes		3,446		826
Equity in loss of joint ventures		54		30
(Gain) Loss on sale of equipment and property		(6,285	)	73
Stock-based compensation		72		172
Net changes in operating assets and liabilities:
Accounts receivable		209		327
Deferred costs and other assets		(750	)	(203	)
Accounts payable and accrued liabilities		(1,904	)	(1,496	)
Income taxes payable and receivable		1,432		(382	)
Other long-term liabilities		122		6
Net cash provided by operating activities of continuing operations		5,828		2,349
Net cash provided by operating activities of discontinued operations		—		4,010
Net cash provided by operating activities		5,828		6,359
Cash flows from investing activities:
Investments in properties		(10,539	)	(1,738	)
Investment in joint ventures		(214	)	(135	)
Cash held in escrow		(1,174	)	35
Proceeds from the sale of real estate held for investment and properties		11,297		(17	)
Net cash used in investing activities of continuing operations		(630	)	(1,855	)
Net cash used in investing activities of discontinued operations		—		(2,193	)
Net cash used in investing activities		(630	)	(4,048	)
Cash flows from financing activities:
Increase in bank overdrafts		69		—
Repayment of long-term debt		(1,020	)	(1,123	)
Proceeds from borrowing on revolving credit facility		11,541		774
Payment on revolving credit facility		(17,107	)	(1,169	)
Excess tax benefits from exercises of stock options		—		94
Exercise of employee stock options		900		251
Net cash used in financing activities of continuing operations		(5,617	)	(1,173	)
Net cash used in financing activities of discontinued operations		—		(1,256	)
Net cash used in financing activities		(5,617	)	(2,429	)
Net decrease in cash and cash equivalents		(419	)	(118	)
Cash and cash equivalents at beginning of period		419		1,013
Cash and cash equivalents at end of the period	$	—		895

See accompanying notes.

6 

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

(Unaudited)

(1) Basis of Presentation. The accompanying consolidated financial statements include the accounts of FRP Holdings, Inc. (the “Company” or “FRP”) inclusive of our operating real estate subsidiaries, FRP Development Corp. (“Development”) and Florida Rock Properties, Inc. (”Properties”), subsequent to the completed spin-off (the “Spin-off”) of our transportation assets into a new, publicly traded entity, Patriot Transportation Holding, Inc. (“Patriot”; stock symbol “PATI”) effective January 30, 2015. As a result of the Spin-off the former transportation segment of the Company is reported as a discontinued operation that cannot receive any corporate overhead allocation. Hence, all corporate overhead of the transportation group through the date of the spin-off is included in “corporate expense” on the Company’s consolidated income statements herein. Our investment in the 50% owned Brooksville Joint Venture and in the Riverfront Investment Partners I, LLC are accounted for under the equity method of accounting (See Note 12). These statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (primarily consisting of normal recurring accruals) considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the three months ended December 31, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2016. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the Company's consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended September 30, 2015.

Following the completion of the Spin-off of the transportation business, management conducted a strategic review of the Company’s real estate operations.  As a result of this review, it was determined that the information that the Company’s chief operating decision makers regularly review for purposes of allocating resources and assessing performance, had changed. Therefore, beginning with the quarter ending March 31, 2015 (with prior periods adjusted accordingly), the Company is reporting its financial performance based on three reportable segments, Asset Management, Mining Royalty Lands and Land Development and Construction, as described below.

Our Mining and Royalties segment stays the same, but based on our strategic review the Developed Property Rentals segment has been broken down into an Asset Management segment and a Land Development and Construction segment to reflect how management now evaluates the real estate activities previously presented in the Developed Property Rentals segment. The Asset Management segment contains all the developed buildings capable of producing current rental income; the Land Development and Construction segments contains the remaining developable land not yet developed to its eventual highest and best use potential where the Company's focus is to add further entitlements, construct vertical improvements or market the property to third parties all in an effort to bring such property to income producing status or realization of its fair market value through sales or exchange. This Land Development and Construction segment is generally in a pre-income production state where objectives are long term capital investment for eventual production of long-term rental streams or capital investment to achieve highest potential market value for sale to third parties.

7 

Prior to the quarter ending December 31, 2015 certain corporate expenses (primarily stock compensation, corporate aircraft and one-time Spin-off related expenses) were reported as “unallocated” on the Company’s consolidated income statement and were not allocated to any business segment. Effective with fiscal 2016 all corporate expenses, other than those not allocated to discontinued operations, have been allocated. Reclassifications to the appropriate prior period line items and amounts have been made to be comparable to the current presentation. See Note 3 for a breakdown of corporate expenses showing the amounts allocated to the segments and the unallocated to discontinued operations.

(2) Recently Issued Accounting Standards. In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The guidance becomes effective for annual reporting periods beginning after December 15, 2016 with early adoption permitted. The Company adopted this guidance retrospectively as of October 1, 2015 and reclassified $143,000 from deferred costs to long-term deferred tax liability.

(3) Business Segments. Following the completion of the spin-off of the transportation business, management conducted a strategic review of the Company’s real estate operations.  As a result of this review, it was determined that the information that the Company’s chief operating decision makers regularly review for purposes of allocating resources and assessing performance, had changed. Therefore, beginning with the quarter ending March 31, 2015 (with prior periods adjusted accordingly), the Company is reporting its financial performance based on three reportable segments, Asset Management, Mining Royalty Lands and Land Development and Construction, as described below.

The Asset Management segment owns, leases and manages warehouse/office buildings located predominately in the Baltimore/Northern Virginia/Washington, DC market area.

Our Mining Royalty Lands segment was unaffected by the change in segments and owns several properties comprising approximately 15,000 acres currently under lease for mining rents or royalties (this does not include the 4,280 acres owned in our Brooksville joint venture with Vulcan Materials).  Other than one location in Virginia, all of these properties are located in Florida and Georgia. 

Through our Land Development and Construction segment, we own and are continuously monitoring for their “highest and best use” several parcels of land that are in various stages of development.  Our overall strategy in this segment is to convert all of our non-income producing lands into income production through (i) an orderly process of constructing new warehouse/office buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties.

Subsequent to the Spin-off, the Company is receiving certain services from Patriot (e.g. executive oversight, accounting, information technology and human resource services) which are billed to the Company on a monthly basis in accordance with the Transition Services Agreement entered into and made effective as of the date of the Spin-off. As was the case prior to the Spin-off, these costs (excluding stock compensation) are included in the Company’s corporate expense and are fully allocated to the business segments. Certain other corporate expenses (primarily stock compensation, corporate aircraft and one-time Spin-off related expenses) are reported as “unallocated” on the Company’s consolidated income statement and are not allocated to any business segment. As a result of the Spin-off the former

8 

transportation segment of the Company is reported as a discontinued operation and thus is not allowed any corporate overhead allocation. Hence, all corporate overhead of the transportation group through the date of the Spin-off is included in “corporate expense” on the Company’s consolidated income statements herein. Reclassifications to the appropriate prior period line items and amounts have been made to be comparable to the current presentation.

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

	Three Months ended
	December 31,
		2015		2014
Revenues:
Asset management	$	6,915		6,757
Mining royalty lands		1,659		1,344
Land development and construction		249		201
	$	8,823		8,302
Operating profit:
Before corporate expenses: Asset management	$	3,388		3,386
Mining royalty lands		1,525		1,200
Land development and construction		2,419		(528	)
Corporate expenses:
Allocated to asset management		(378	)	(300	)
Allocated to mining royalty		(55	)	(318	)
Allocated to land development and construction		(299	)	(176	)
Unallocated to discontinued operations		—		(919	)
		(732	)	(1,713	)
	$	6,600		2,345
Interest expense:
Asset management	$	481		445
Depreciation, depletion and amortization:
Asset management	$	1,798		1,786
Mining royalty lands		34		31
Land development and construction		64		66
	$	1,896		1,883
Capital expenditures:
Asset management		9,237		905
Mining royalty lands		—		—
Land development and construction		1,302		833
	$	10,539		1,738

9 

		December 30,	September 30,
Identifiable net assets		2015	2015
Asset management	$	159,216	151,023
Mining royalty lands		39,298	39,300
Land development and construction		56,916	60,682
Cash items		1,174	419
Unallocated corporate assets		505	1,054
	$	257,109	252,478

(4) Related Party Transactions. In order to effect the Spin-off and govern our relationship with Patriot Transportation Holding, Inc. after the Spin-off, we entered into an Employee Matters Agreement and a Transition Services Agreement. The Employee Matters Agreement generally allocates responsibilities to each company for liabilities relating to each Company’s current and former employees and allocated responsibilities under employee benefit plans. The Transition Services Agreement sets forth the terms on which Patriot will provide to FRP certain services that were shared prior to the Spin-off, including the services of certain shared executive officers, for a period of 12 or more months after the Spin-off.

The consolidated statements of income reflects charges and/or allocations from Patriot for these services of $386,000 and $794,000 for the three months ended December 31, 2015 and 2014, respectively.

To determine these allocations between FRP and Patriot as set forth in the Transition Services Agreement, we generally employed the same methodology historically used by the Company pre Spin-off to allocate said expenses and thus we believe that the allocations to FRP are a reasonable approximation of the costs related to FRP’s operations but any such related-party transactions cannot be presumed to be carried out on an arm’s-length basis as the terms were negotiated while Patriot was still a subsidiary of FRP.

As a result of the Spin-off the former transportation segment of the Company is reported as a discontinued operation and thus is not allowed any corporate overhead allocation. Hence, all corporate overhead of the transportation group through the date of the Spin-off is included in “corporate expense” on the Company’s consolidated income statements. The consolidated statements of income reflect charges and/or allocation for these services of $919,000 for the three months ended December 31, 2014.

(5) Long-Term debt. Long-term debt is summarized as follows (in thousands):

	December 31,		September 30,
	2015		2015
Revolving credit (uncollateralized)	$	2,928		8,494
5.6% to 7.9% mortgage notes
due in installments through 2027		39,171		40,191
		42,099		48,685
Less portion due within one year		4,247		4,180
	$	37,852		44,505

On January 30, 2015, in connection with the Spin-off, the Company terminated its $55 million credit facility entered into with Wells Fargo Bank, N.A. in 2012 and simultaneously entered into a new five year credit agreement with Wells Fargo with a maximum facility amount of $20 million (the "Credit Agreement"). The Credit Agreement provides a revolving credit facility (the “Revolver”) with a $10 million sublimit available for standby letters of credit. At the time of the Spin-off, the Company refinanced $10,483,000 of borrowings then outstanding on the terminated revolver. As of December 31,

10 

2015, there was $2,837,000 outstanding on the Company’s new credit facility, $2,377,000 letters of credit and $14,786,000 available for borrowing. The credit agreement contains certain conditions and financial covenants, including a minimum $110 million tangible net worth. As of December 31, 2015, the tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $79 million combined. The Company was in compliance with all covenants as of December 31, 2015.

During the first quarter of fiscal 2015, the Company announced the execution of a commitment from First Tennessee Bank to provide up to $40 million dollars of mortgage backed financing in two separate facilities. On July 24, 2015 the Company closed on a five year, $20 million secured revolver with a twenty-four month window to convert up to the full amount of the facility into a ten year term loan. As of December 31, 2015, there was $91,000 outstanding on the revolver. The second facility is a $20 million ten year term loan secured by to-be-determined collateral from our current pool of unencumbered warehouse/office properties. We expect to close on the ten year term loan during calendar 2016. The purpose of these loans is to facilitate growth through new construction in the Land Development and Construction segment and/or acquisition of existing, operating buildings to be added to the Asset Management segment.

During the three months ended December 31, 2015 and December 31, 2014 the Company capitalized interest costs of $222,000 and $321,000, respectively.

The fair values of the Company’s mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities. At December 31, 2015, the carrying amount and fair value of such long-term debt was $39,171,000 and $42,325,000, respectively.

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

	Three Months ended
	December 31,
	2015		2014
Weighted average common shares outstanding
during the period – shares used for basic
earnings per common share		9,802		9,711
Common shares issuable under share based
payment plans which are potentially dilutive		51		60
Common shares used for diluted
earnings per common share		9,853		9,771
Income from continuing operations	$	7,473		1,131
Discontinued operations		—		1,663
Net income	$	7,473		2,794
Basic earnings per common share:
Income from continuing operations	$	0.76		0.12
Discontinued operations		0.00		0.17
Net income	$	0.76		0.29
Diluted earnings per common share:
Income from continuing operations	$	0.76		0.12
Discontinued operations		0.00		0.17
Net income	$	0.76		0.29

11 

For the three months ended December 31, 2015 and 2014, 72,090 and 69,175 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

(7) Stock-Based Compensation Plans. As more fully described in Note 8 to the Company’s notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended September 30, 2015, the Company’s stock-based compensation plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, and stock awards. The number of common shares available for future issuance was 397,630 at December 31, 2015.

As a result of the Spin-off and pursuant to the Employee Matters Agreement, we made certain adjustments to the exercise price and number of outstanding FRP stock options. All outstanding options held by the Company directors, Company officers and key employees on January 30, 2015 were cancelled and replaced by an equal number of FRP options at 75.14% of the previous exercise price based upon the market value of FRP less the when issued market value of the Company on that day. For FRP officers additional options were issued rather than issuing Patriot options for the 24.86% market value attributed to Patriot. The adjusted stock options are subject to the same vesting conditions and other terms that applied to the original FRP award immediately prior to the Spin-off, except as otherwise described above.

Subsequent to Spin-off, the realized tax benefit pertaining to options exercised and the remaining compensation cost of options previously granted prior to the Spin-off will be recognized by FRP or Patriot based on the employment location of the related employee or director.

The Company recorded the following stock compensation expense (including unallocated to Patriot in periods prior to the Spin-off) in its consolidated statements of income (in thousands):

	Three Months ended
	December 31,
	2015		2014
Stock option grants	$	72		172
Annual director stock award		—		—
	$	72		172

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

12 

				Weighted	Weighted		Weighted
	Number			Average	Average		Average
	of			Exercise	Remaining		Grant Date
Options	Shares			Price	Term (yrs)		Fair Value
Outstanding at
October 1, 2015	305,750		$	21.90	5.9	$	2,738
Granted	21,540		$	31.15		$	272
Exercised	(48,830	)	$	18.43		$	(362	)
Outstanding at
December 31, 2015	278,460		$	23.22	6.2	$	2,648
Exercisable at
December 31, 2015	200,613		$	22.00	5.4	$	1,729
Vested during
three months ended
December 31, 2015	35,596					$	341

The aggregate intrinsic value of exercisable in-the-money options was $2,396,000 and the aggregate intrinsic value of outstanding in-the-money options was $2,985,000 based on the market closing price of $33.94 on December 31, 2015 less exercise prices.

The realized tax benefit to the Company or Patriot from options exercised in the three months ended December 31, 2015 was $270,000. The unrecognized compensation cost of options granted to FRP employees but not yet vested as of December 31, 2015 was $417,000, which is expected to be recognized over a weighted-average period of 4.0 years. Gains of $698,000 were realized by option holders during the three months ended December 31, 2015.

(8) Contingent liabilities. Certain of the Company’s subsidiaries are involved in litigation on a number of matters and are subject to certain claims which arise in the normal course of business. The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage. The liability at any point in time depends upon the relative ages and amounts of the individual open claims. In the opinion of management, none of these matters are expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

Preliminary testing on the site of the Company's four phase master development known as RiverFront on the Anacostia in Washington, D.C. indicated the presence of contaminated material that will have to be specially handled upon excavation in conjunction with construction. The Company has agreed with our joint venture partner to bear the cost of handling the contaminated materials on the first phase of this development up to a cap of $1.871 million. 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. As of December 31, 2015, the excavation and foundation work for Phase 1 were substantially complete; thus, the bulk of the remediation expenses have been incurred. Management believes the total cost for remediation on Phase 1 will end up at approximately $1.9 million. The Company has no obligation to remediate this contamination on Phases II, III and IV of the development until such time as it makes a commitment to commence construction there. During the quarter ending December 31, 2015, management successfully completed negotiations and entered into a $3,000,000 settlement of environmental claims on all four phases against our former tenant at the Riverfront on the Anacostia property and continues to pursue settlement negotiations with other potentially responsible parties. Management anticipates committing to develop Phase II of the Riverfront on the Anacostia project during this fiscal year at which time we will likely book a liability for the estimated incremental cost of remediation similar to what we booked with regards to Phase I.

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(9) Concentrations. With the completion and occupancy of the 3rd build to suit for the same tenant at Patriot Business Park in the first quarter of fiscal 2015 this particular tenant accounted for 12% of the Company’s consolidated revenues during the three months ended December 31, 2015. The mining royalty lands segment has a total of four tenants currently leasing mining locations and one lessee that accounted for 13.1% of the Company’s consolidated revenues in the three months ended December 31, 2015 and $87,000 of accounts receivable at December 31, 2015. The termination of these lessees’ underlying leases could have a material adverse effect on the Company. The Company places its cash and cash equivalents with high credit quality institutions. At times, such amounts may exceed FDIC limits.

(10) Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 means the use of quoted prices in active markets for identical assets or liabilities. Level 2 means the use of values that are derived principally from or corroborated by observable market data. Level 3 means the use of inputs are those that are unobservable and significant to the overall fair value measurement.

As of December 31, 2015 the Company had no assets or liabilities measured at fair value on a recurring or non-recurring basis. At December 31, 2015 and 2014, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents, short-term notes payable and revolving credit approximate their fair value based upon the short-term nature of these items. The fair values of the Company’s other mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities.

(11) Unusual or Infrequent Items Impacting Quarterly Results. Operating profit includes expenses of $450,000 in the first quarter of fiscal 2015 for costs incurred related to the planned spin-off of the transportation group.

Costs of operations for the land development and construction segment for the quarter ending December 31, 2015 includes a $3,000,000 positive benefit from settlement of environmental claims against our former tenant at the Riverfront on the Anacostia property (see Note 8).

Gain on investment land sold for the quarter ending December 31, 2015 includes $6,277,000 gain on the sale of phase 2 of Windlass Run residential property.

(12) Investment in Riverfront and Brooksville Joint Ventures.

Riverfront. 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 ultimately sell an approximately 300,000 square foot residential apartment building (including approximately 18,000 square feet of retail) on approximately 2.1 acres of the roughly 5.82 acre site. The joint venture, RiverFront Investment Partners I, LLC (“RiverFront I”) was formed in June 2013 as contemplated. The Company contributed land with an

14 

agreed to value of $13,500,000 (cost basis of $6,165,000) and contributed cash of $4,866,000 to the Joint Venture for a 76.91% stake in the venture. MRP contributed capital of $5,553,000 to the joint venture including development costs paid prior to formation of the joint venture. The Joint Venture closed on $17,000,000 of EB5 secondary financing and a nonrecourse construction loan for $65,000,000 on August 8, 2014. Both these financing sources are non-recourse to FRP. At the time of these financings, RiverFront Holdings I, LLC. was formed as a parent to RiverFront Investment Partners I, LLC with EB5 as an equity partner in Riverfront Holdings I, LLC. Construction commenced in October 2014. At this point, the Company anticipates lease up to occur in the second half of calendar 2016 and all of 2017. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting as MRP acts as the administrative agent of the joint venture and oversees and controls the day to day operations of the project.

Other income for the three months ended December 31, 2015 includes a loss of $45,000 representing the Company’s portion of the loss of this joint venture due primarily to expenses incurred in the joint venture with respect to depreciation on the bulkhead and advertising expense.

Brooksville. In 2006, the Company entered into a Joint Venture Agreement with Florida Rock Industries, Inc. (now owned by Vulcan Materials Company) to jointly own and develop approximately 4,300 acres of land near Brooksville, Florida. Under the terms of the joint venture, FRP contributed its fee interest in approximately 3,443 acres formerly leased to Vulcan under a long-term mining lease which had a net book value of $2,548,000. Vulcan is entitled to mine a portion of the property until 2022 and pay royalties to the Company. FRP also contributed $3,018,000 for one-half of the acquisition costs of a 288-acre contiguous parcel. Vulcan contributed 553 acres that it owned as well as its leasehold interest in the 3,443 acres that it leased from FRP and $3,018,000 for one-half of the acquisition costs of the 288-acre contiguous parcel. The joint venture is jointly controlled by Vulcan and FRP, and they each have a mandatory obligation to fund additional capital contributions of up to $2,430,000. Capital contributions of $2,397,000 have been made by each party as of December 31, 2015. Distributions will be made on a 50-50 basis except for royalties and depletion specifically allocated to the Company. Other income for the three months ended December 31, 2015 includes a loss of $9,000 representing the Company’s portion of the loss of this joint venture. In April 2011, the Florida Department of Community Affairs issued its Final Order approving the development of the Project, and zoning for the Project was obtained from Hernando County in August 2012. We will continue to monitor the residential market in Hernando County and pursue opportunities to partner with a master community developer or major homebuilder to commence construction when the market dictates.

Investments in Joint Ventures (in thousands):

							The
							Company's
				Total Assets	Net Loss		Share of Net
			Total	of the	of the		Loss of the
	Ownership		Investment	Partnership	Partnership		Partnership
				(Unaudited)	(Unaudited)
As of December 31, 2015
Riverfront Holdings I, LLC	76.91	%	$  11,635	$  50,536	$    (53	)	$    (45	)
Brooksville Quarry, LLC	50.00	%	7,533	14,354	(18	)	(9	)
Total			$  19,168	$  64,890	$   (71	)	$   (54	)

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As of September 30, 2015
Riverfront Holdings I, LLC	76.91	%	$  11,517	$   40,970	$   (108	)	$   (105	)
Brooksville Quarry, LLC	50.00	%	7,493	14,336	(80	)	(40	)
Total			19,010	$  55,306	$  (188	)	$   (145	)

The amount of consolidated retained earnings for these joint ventures was $423,000 and $389,000 as of December 31, 2015 and September 30, 2015, respectively.

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

	As of
		12/31/2015	9/30/2015
Cash	$	92	61
Cash held in escrow		644	3,420
Amortizable Debt Costs		1,490	1,593
Investments in real estate, net		62,664	50,232
Total Assets	$	64,890	55,306
Other Liabilities	$	7,432	6,969
Long-term Debt		25,929	17,000
Capital – FRP		19,168	19,010
Capital - Third Parties		12,361	12,327
Total Liabilities and Capital	$	64,890	55,306

(13) Spin-off. On January 30, 2015, FRP Holdings, Inc. (Nasdaq GM: FRPH) (the “Company” or “FRP”) completed the spin-off of its transportation business into a new, separately traded public company - Patriot Transportation Holding, Inc. (Nasdaq GM: PATI) (“Patriot”) - resulting in FRP becoming a pure real estate company. As a result, the former transportation segment is reported as a discontinued operation without any corporate overhead allocation. Hence, all corporate overhead attributable to the transportation group through the date of the spin-off is included in “corporate expense” on the Company’s historical consolidated income statements.

The results of operations associated with discontinued operations for the three month periods ended December 31, 2015 and 2014 were as follows (in thousands):

	Three Months ended
	December 31,
	2015		2014
Revenue	$	—		31,717
Cost of operations		—		28,965
Operating profit		—		2,752
Interest expense		—		(26	)
Income before income taxes		—		2,726
Provision for income taxes		—		1,063
Income from discontinued  operations	$	—		1,663

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The following table presents the carrying value of the major categories of assets and liabilities of discontinued operations reflected on the Company’s consolidated balance sheets at September 30, 2014:

Property and  equipment, net	$	42,174
Accounts receivable, net		7,119
Deferred costs		11,809
Other assets		32
Assets of discontinued operation	$	61,134
Line of credit	$	7,282
Accounts payable and accrued liabilities		11,489
Deferred compensation		717
Deferred income taxes		8,924
Liabilities of discontinued operation	$	28,412

(14) Port Capital Property Acquisition. On October 19, 2015, the Company purchased for approximately $9.9 million, 7700 Port Capital Drive in Elkridge, Maryland which consists of 1 building on 6.39 acres totaling 91,218 square feet plus approximately 29,558 square feet of mezzanine space. The Company has accounted for this acquisition in accordance with the provisions of ASC 805, Business Combinations (ASC 805). The Company has allocated the purchase price of the property, through the use of a third party valuation, based upon the fair value of the assets acquired, consisting of land, buildings and intangible assets, including in-place leases. Based on the third party valuation performed, the purchase price has been allocated to the fair value of the in-place leases.  These deferred leasing intangible assets are recorded within Deferred Costs in the consolidated balance sheets. The value of the in-place lease intangibles will be amortized to amortization expense over the remaining lease terms.

The Company will recognize the amortization related to the Port Capital Drive property intangible assets according to the following schedule (in thousands):

		In-place
		Leases
Initial Values	$	1,126
Annual Amortization:
2016	$	104
2017		114
2018		114
2019		114
2020		114
2021		114
2022		113
2023		113
2024		113
2025		113

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial information and related notes that appear in Part I, Item 1 of this Quarterly Report on Form 10-Q. The following discussion also presents net operating income (“NOI”) and adjusted operating profit, non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission (“Regulation G”) to supplement the financial results as reported in accordance with GAAP. Management uses these metrics to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. These measures are not, and should not be viewed as, a substitute for GAAP financial measures. Refer to “Non-GAAP Financial Measures” below in this Quarterly Report on Form 10-Q for a more detailed discussion, including a reconciliation of NOI to the most directly comparable GAAP financial measure.

Overview – This section provides management's discussion and analysis of the financial condition and results of operations of FRP Holdings, Inc. for the quarter ended December 31, 2015.

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

On January 30, 2015, FRP completed the tax-free spin-off of its transportation business (“Spin-off”) into a new, separately traded public company, Patriot Transportation Holding, Inc. (“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 common stock for every three shares of FRP common stock owned on the record date. Patriot is now an independent publicly-traded company, and FRP retains no ownership in Patriot. FRP retained the real estate business, which is now the sole business of the Company. As a result, the former transportation segment is reported as a discontinued operation without any corporate overhead allocation. Hence, all corporate overhead attributable to the transportation group through the date of the spin-off is included in “corporate expense” on the Company’s historical consolidated income statements.

Following the completion of the spin-off of the transportation business, management conducted a strategic review of the Company’s real estate operations.  As a result of this review, Management determined that the information that the Company’s chief operating decision makers regularly review for purposes of allocating resources and assessing performance, had changed. Therefore, beginning with the quarter ending March 31, 2015 (with prior periods adjusted accordingly), the Company is reporting its financial performance based on three reportable segments, Asset Management, Mining Royalty Lands and Land Development and Construction, as described below.

Our Mining and Royalties segment remains unaffected, but our former Developed Property Rentals segment has been broken down into an Asset Management segment and a Land Development and Construction segment to reflect how management now evaluates the real estate activities previously presented in the Developed Property Rentals segment. The Asset Management segment contains all the developed buildings capable of producing current rental income. The Land Development and Construction segment contains the remaining developable land that is generally in a pre-income production state where objectives are long term capital investment in an effort to bring such property to

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income producing status or realization of its fair market value through sales or exchange.

Prior to the quarter ending December 31, 2015 certain corporate expenses (primarily stock compensation, corporate aircraft and one-time Spin-off related expenses) were reported as “unallocated” on the Company’s consolidated income statement and were not allocated to any business segment. Effective with fiscal 2016 all corporate expenses, other than those not allocated to discontinued operations, have been allocated. Reclassifications to the appropriate prior period line items and amounts have been made to be comparable to the current presentation. See Note 3 for a breakdown of corporate expenses showing the amounts allocated to the segments and the unallocated to discontinued operations.

The Company’s operations are influenced by a number of external and internal factors. External factors include levels of economic and industrial activity in the United States and the Southeast, construction activity and costs, aggregates sales by lessees from the Company’s mining properties, interest rates, market conditions in the Baltimore/Northern Virginia/Washington DC area, and our ability to obtain zoning and entitlements necessary for property development. Internal factors include administrative costs and group health claims experience. Financial results of the Company for any individual quarter are not necessarily indicative of results to be expected for the year.

Asset Management Segment.

The Asset Management segment owns, leases and manages warehouse/office buildings located predominately in the Baltimore/Northern Virginia/Washington, DC market area.  We focus primarily on owning flexible type facilities that cater to the maximum number of tenant types. As most of our buildings are less than 150,000 square feet, we focus on local and regional vs. national tenants. Hands-on service provided by our in-house construction and property management teams keeps us close to our tenant base. These practices are the cornerstone of our mission to provide the highest quality product and services at competitive rates resulting in tenant satisfaction and ultimately, retention.

These assets create revenue and cash flows through tenant rental payments, lease management fees and reimbursements for building operating costs. The major cash outlays incurred in this segment are for operating expenses, real estate taxes, building repairs, lease commissions and other lease closing costs, construction of tenant improvements, capital to acquire existing operating buildings and closing costs related thereto and personnel costs of our property management team. Of the 40 buildings we own today, 26 were constructed by the Company through what is now known as our Land Development and Construction segment. Additionally, over the years, we have opportunistically acquired 14 existing operating buildings, typically in connection with a deferred like-kind (Section 1031) exchange opportunity.  Today, this segment consists of just under 3.7 million square feet.

Management focuses on several factors to measure our success on a comparative basis in this segment. The major factors we focus on are (1) revenue growth, (2) net operating income (cash basis), (3) growth in occupied square feet, (4) actual occupancy rate, (5) average annual occupied square feet, (6) average annual occupancy rate (defined as the occupied square feet at the end of each month during a fiscal year divided by the number of months to date in that fiscal year as a percentage of the average number of square feet in the portfolio over that same time period), (7) growth of our portfolio (in square feet), and (8) tenant retention success rate (as a percentage of total square feet to be renewed).

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Asset Management segment – three months ended	December 31, 2015	December 31, 2014
Revenues	$6,915,000	$6,757,000
Net Operating Income (Cash Basis)	$5,390,000	$5,358,000
Occupied square feet	3,364,008	3,342,789
Overall occupancy rate	91.1%	92.8%
Average annual occupied square feet	3,363,418	3,280,839
Average annual occupancy rate	91.1%	92.2%
Portfolio square feet	3,693,377	3,602,159
Retention Success rate	68%	77%

Mining Royalty Lands Segment.

Our Mining Royalty Lands segment owns several properties comprising approximately 15,000 acres currently under lease for mining rents or royalties (this does not include the 4,280 acres owned in our Brooksville joint venture with Vulcan Materials).  Other than one location in Virginia, all of these properties are located in Florida and Georgia.  The typical lease in this segment requires the tenant to pay us a royalty based on the number of tons of mined materials sold from our property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. As a result of this royalty payment structure, we do not bear the cost risks associated with the mining operations, however, we are subject to the cyclical nature of the construction markets in these States as both volumes and prices tend to fluctuate through those cycles. In certain locations, typically where the reserves on our property have been depleted but the tenant still has a need for the leased land, we collect a fixed annual rental amount. We believe strongly in the potential for future growth in construction in Florida and Georgia which would positively benefit our profitability in this segment. 

The major expenses in this segment are comprised of collection and accounting for royalties, management’s oversight of the mining leases, land entitlement for post-mining uses and property taxes at our non-leased locations and at our Grandin location which, unlike our other leased mining locations, are not paid by the tenant.  As such, our costs in this business are very low as a percentage of revenue, are relatively stable and are not affected by increases in production at our locations. Our current mining tenants include Vulcan Materials, Martin Marietta and Cemex, among others. 

Additionally, these locations provide us with excellent opportunities for valuable “2nd lives” for these assets through proper land planning and entitlement.

Significant “2^nd life” Mining Lands: 

Location	Acreage	Status
Brooksville, Fl	4,280 +/-	Development of Regional of Impact and County Land Use and Master Zoning in place for 5,800 residential unit, mixed-use development
Ft. Myers, FL	1,993 +/-	Approval in place for 105, 1 acre, waterfront residential lots after mining completed.
Gulf Hammock, Fl	1,600 +/-	Currently on the market for $4.5 million
Total	7,873 +/-

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Land Development and Construction Segment.

Through our Land Development and Construction segment, we own and are continuously monitoring for their “highest and best use” several parcels of land that are in various stages of development.  Our overall strategy in this segment is to convert all of our non-income producing lands into income production through (i) an orderly process of constructing new warehouse/office buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties.

Revenues in this segment are generated predominately from land sales and interim property rents. The significant cash outlays incurred in this segment are for land acquisition costs, entitlement costs, property taxes, design and permitting, the personnel costs of our in-house management team and horizontal and vertical construction costs.

Since 1990, one of our primary strategies in this segment has been to acquire, entitle and ultimately develop commercial/industrial business parks providing 5–15 building pads which we typically convert into warehouse/office buildings. To date, our management team has converted 26 of these pads into developed buildings that we continue to own and manage through the Asset Management segment. Our typical practice has been to transfer these assets to the Asset Management segment on the earlier to occur of (i) commencement of rental revenue or (ii) issuance of the certificate of occupancy. We have also opportunistically sold several of these pad sites over time to third party “users”. 

The remaining pad sites in our inventory today are fully entitled, located in business parks in four different submarkets in the DC/Baltimore/Northern Virginia area, and can support an additional +/- 1.2 million sf. of warehouse/office buildings. 

Summary of Our Remaining Lot Inventory: 

Location	Acreage	SF +/-	Status
Lakeside, MD	20	266,530	Horizontal development completed. Ready for vertical permitting.
Windlass Run Business Park, MD	50	386,626	Horizontal development completed. Permitting submitted for 150,000 sf warehouse/office building with the balance ready for further vertical permitting.
Patriot Business Center, Manassas, VA	24	198,150	Horizontal development completed. Ready for vertical permitting.
Hollander 95 Business Park, MD	33	345,750	Horizontal development completed. Construction in progress on 80,000 sf warehouse/office building with the balance of the land ready for vertical permitting.
Total	127	1,197,056

We completed a third build-to-suit building for the same tenant at our Patriot Business Park and transferred that asset to the Asset Management segment on or about November 2014 when the building was approved for occupancy. Having sites ready for vertical construction has rewarded us in the past.  It is the main reason why we were able to convert 3 of our finished pads at Patriot Business Park into build-to-suit opportunities in 2012, 2013 and 2014.  We are now under construction on an 80,000 square foot spec building at Hollander Business Park. We will continue to actively monitor these submarkets where we have lots ready for construction and take advantage of the opportunities presented to us.

In addition to the inventory of finished building lots, we have several other properties that were either spun-off to us from Florida Rock Industries in 1986 or acquired by us from unrelated 3rd parties.  These

21 

properties, as a result of our “highest and best use” studies, are being prepared for income generation through sale or joint venture with third parties, and in certain cases we are leasing these properties on an interim basis for an income stream while we wait for the development market to ripen. 

Our strategy when selling parcels outright is to attempt to convert the proceeds into income producing real estate for our Asset Management segment through a Section 1031 tax-deferred exchange. An example of this is the Windlass Run 179 acre tract purchased for $5.2 million in 2002.  When purchased, the entire parcel was zoned for commercial/industrial uses.  Today, some 70 acres of this original tract makes up our Windlass Run Business Park.  We successfully rezoned the remaining acreage for medium density residential development and on April 17, 2013, we entered into a contract to sell the residential portion of the property for $19 million. The first phase of the Windlass Run residential land was sold for $8 million and the proceeds were used in a Section 1031 exchange to acquire our Transit Business Park in 2013. Phase 2 was sold in November, 2015 for $11.1 million and we used $9.9 million of the proceeds to acquire the fully leased Port Capital Building.

An example of property in this segment being developed through joint venture is Phase I of our RiverFront on the Anacostia project which was contributed to a joint venture with MRP in 2014 and is now under construction as a 305 unit apartment building including 18,000 sf of ground floor retail.

Significant Investment Lands Inventory:

Location	Approx. Acreage	Status	NBV
Riverfront on the Anacostia Phase I	2.1	Phase I under construction	$11,635,000
Riverfront on the Anacostia Phases II-IV	3.7	Phase II design approval plans to be submitted to Zoning Commission prior to December, 2016.	$10,563,000
Hampstead Trade Center, MD	117	Residential studies ongoing	$7,147,000
Square 664E,on the Anacostia River in DC	2	Under lease to Vulcan Materials as a concrete batch plant through 2021 with one 5 year renewal option.	$4,650,000
Total	125		$33,995,000

RIVERFRONT ON THE ANACOSTIA:

This property consists of 5.8 acres on the Anacostia River and is immediately adjacent to the Washington National’s baseball park in the SE Central Business District of Washington, DC.  Once zoned for industrial use and under a ground lease, this property is no longer under lease and has been re-zoned for the construction of approximately 1.1M square feet of “mixed-use” development in four phases.  In 2014, approximately 2.1 acres (Phase I) of the total 5.8 acres was contributed to a joint venture owned by the Company (77%) and our partner, MRP Realty (23%), and construction commenced in October, 2014 on a 305 unit residential apartment building with approximately 18,000 sq. ft. of first floor retail space.  Lease up is expected to commence in 2016 and continue through 2017. Phases II, III and IV are slated for residential, office, and hotel/residential buildings, respectively, all with permitted first floor retail

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uses. In accordance with our Master Planned Unit Development (PUD) approval, the next step for development of Phase II requires us to submit plans to the Zoning Commission for final design approval within two years of issuance of the construction permit for Phase I (i.e. by December of 2016).

HAMPSTEAD TRADE CENTER: We purchased this 117 acre tract in 2005 for $4.3 million in a Section 1031 exchange with plans of developing it as a commercial business park. The “great recession” caused us to reassess our plans for this property. As a result, Management determined that the prudent course of action is to attempt to rezone the property for residential uses and sell the entire tract to another developer such that we can redeploy this capital into an asset with more near-term income producing potential. Residential studies are on-going today.

SQUARE 664E, WASHINGTON, DC

This property sits on the Anacostia River at the base of South Capitol Street in an area named Buzzard Point, approximately 1 mile down river from our RiverFront on the Anacostia property. The Square 664E property consists of approximately 2 acres and is currently under lease to Vulcan Materials for use as a concrete batch plant. The lease terminates on August 31, 2021 and Vulcan has the option to renew for one additional period of five (5) years. In the quarter ending December 31, 2014, the District of Columbia announced that it had selected Buzzard Point for the future site of the new DC United major league soccer stadium. The selected stadium location is separated from our property by just one small industrial lot.

Comparative Results of Operations for the Three months ended December 31, 2015 and 2014

Consolidated Results 

	THREE MONTHS ENDED
	DECEMBER 31
	2015			2014			Change			%
Revenues:
Rental Revenue	$	6,027			5,868			159			2.7	%
Royalty and Rents		1,638			1,320			318			24.1	%
Revenue-Reimbursements		1,158			1,114			44			3.9	%
Total Revenues		8,823			8,302			521			6.3	%
Cost of operations:
Depreciation/Depletion/Amortization		1,896			1,883			13			0.7	%
Operating Expenses		973			914			59			6.5	%
Environmental remediation recovery		(3000	)		—			(3,000	)		*
Property Taxes		1,118			1,095			23			2.1	%
Mgmt Co Allocation-In		504			352			152			43.2	%
Corporate Expense		732			794			(62	)		-7.8	%
Corp Mgmt fee not alloc. to discontinued operations		—			919			(919	)		-100.0	%
Total cost of operations		2,223			5,957			(3,734	)		-62.7	%
Total operating profit		6,600			2,345			4,255			181.4	%
Interest Income and other		1			—			1			*
Interest Expense		(481	)		(445	)		(36	)		8.1	%
Equity in loss of joint ventures		(54	)		(30	)		(24	)		80.0	%
Gain (loss) on investment land sold		6,286			(17	)		6,303			*
Income before income taxes		12,352			1,853			10,499			566.6	%
Provision for income taxes		4,879			722			4,157			575.8	%
Income from continuing operations		7,473			1,131			6,342			560.7	%
Gain from discontinued operations, net		—			1,663			(1,663	)		(100.0	)%
Net income	$	7,473			2,794			4,679			167.5	%
* Not meaningful

23 

Income from continuing operations for the first quarter of fiscal 2016 was $7,473,000 or $.76 per share versus $1,131,000 or $.12 per share in the first quarter last year. This first quarter of fiscal 2016 benefited from a gain on land sale of $6,286,000 plus income of $3,000,000 from the settlement of environmental claims resulting in a positive impact of $.57 per share of income from continuing operations. Total revenues were up $521,000, or 6.3%, versus the same quarter last year. Excluding the positive impact of the environmental settlement this quarter ($3 million) and the negative impact of corporate costs not allocated to discontinued operations in the first quarter last year ($919,000), consolidated total operating profit was up 10.3%.

Post Spin-off we are reporting any net gain/(loss) from the transportation business as “discontinued operations” and we currently have no other discontinued operations being reported. In the quarter we received no benefit to after tax net income versus a $1,663,000 benefit in the same quarter last year. GAAP accounting rules do not allow corporate overhead expense to be allocated to a discontinued operation of the Company which resulted in the first quarter of fiscal 2015 including an additional $919,000 of corporate overhead expense to the Company that was associated with the discontinued transportation operations.

Asset Management Segment Results

Highlights of the First Quarter 2016:

• Revenue up $158,000, or 2.3%, over the same quarter last year due to the addition of income producing square feet to our portfolio.
• Operating profit was down $76,000, or 2.5%, over the same quarter last year.

	Three months ended December 31
(dollars in thousands)	2015		%			2014		%			Change			%
Rental revenue	$	5,908		85.4	%		5,744		85.0	%		164			2.9	%
Revenue-reimbursements		1,007		14.6	%		1,013		15.0	%		(6	)		-0.6	%
Total revenue		6,915		100.0	%		6,757		100.0	%		158			2.3	%
Depreciation, depletion and amortization		1,798		26.0	%		1,786		26.4	%		12			0.7	%
Operating expenses		839		12.1	%		675		10.0	%		164			24.3	%
Property taxes		659		9.5	%		757		11.2	%		(98	)		-12.9	%
Management company indirect		231		3.4	%		153		2.3	%		78			51.0	%
Corporate expense		378		5.5	%		300		4.4	%		78			26.0	%
Cost of operations		3,905		56.5	%		3,671		54.3	%		234			6.4	%
Operating profit	$	3,010		43.5	%		3,086		45.7	%		(76	)		-2.5	%

24 

Total revenues in this segment were $6,915,000, up $158,000 or 2.3%, over the same quarter last year. The increase was due mainly to completion of the third build-to-suit in the middle of the same quarter last year and the acquisition of the Port Capital building in October offset by the lack of revenues ($138,000) from a building that vacated in January 2015 as a result of the tenant outgrowing the space. Cost of operations increased $234,000 due mainly to the reallocation of corporate expenses from the Mining Royalty Lands segment and an increase in operating expenses due primarily to transaction specific fees and costs (e.g. the 1031 exchange) partially offset by a reduction of $98,000 in property taxes due mainly to a successful appeal of taxes on the three build-to-suit buildings at our Patriot Business Park.

Mining Royalty Land Results

Highlights of the First Quarter 2016:

• Royalty and rents revenue were up $318,000, or 24%, as tons mined continued to increase at several of our locations.

	Three months ended December 31
(dollars in thousands)	2015		%			2014		%
Royalty and rents	$	1,638		98.7	%		1,320		98.2	%
Revenue-reimbursements		21		1.3	%		24		1.8	%
Total revenue		1,659		100.0	%		1,344		100.0	%
Depreciation, depletion and amortization		34		2.0	%		31		2.3	%
Operating expenses		41		2.5	%		55		4.1	%
Property taxes		59		3.6	%		58		4.3	%
Corporate expense		55		3.3	%		318		23.7	%
Cost of operations		189		11.4	%		462		34.4	%
Operating profit	$	1,470		88.6	%		882		65.6	%

Total revenues in this segment were $1,659,000, an increase of 23.4%, versus $1,344,000 in the same quarter last year as total tons mined at our locations increased by 29.0%. Total operating profit in this segment was $1,470,000, an increase of 66.7%, versus $882,000 in the first quarter of last year. Management periodically analyzes the amount of corporate and management company time spent on each segment and in the most recent analysis it was determined that less time was being spent on the mining segment versus prior years when management was working on mining related transactions, such as the Lake Louisa acquisition, and the spin-off, which benefited all segments of the business. As a result, the allocation of corporate expense to this segment was reduced and reallocated to our other two segments resulting in $263,000 less corporate expense in this quarter versus the same quarter last year.

Land Development and Construction Segment Results

Highlights of the First Quarter 2016:

• Entered into a $3,000,000 settlement of environmental claims against our former tenant at the Riverfront on the Anacostia property.

25 

• Property taxes at our Anacostia location increased significantly contributing to a $120,000 increase in property taxes this quarter versus the same quarter last year.

	Three months ended December 31
(dollars in thousands)	2015			2014			Change
Rental revenue	$	119			124			(5	)
Revenue-reimbursements		130			77			53
Total revenue		249			201			48
Depreciation, depletion and amortization		64			66			(2	)
Operating expenses		93			184			(91	)
Environmental remediation recovery		(3,000	)		—			(3,000	)
Property taxes		400			280			120
Management company indirect		273			199			74
Corporate expense		299			176			123
Cost of operations		(1,871	)		905			(2,776	)
Operating loss	$	2,120			(704	)		2,824

The Land Development and Construction segment is responsible for managing and developing our non-income producing properties into income production. In this quarter, this segment successfully closed on the sale of Phase II of the Windlass Run residential land (a non-income producing property) for $11,288,000. Using $9,900,000 of the proceeds from that sale in a Section 1031 exchange, the Asset Management segment acquired the Port Capital building, a 91,218 square foot, 100% occupied, warehouse with first full year projected rental revenue of $594,000. In addition, construction of the 80,000 square foot spec warehouse at Hollander Business park will be completed during the second quarter of this fiscal year and, upon receipt of a Certificate of Occupancy, will be transferred to the Asset Management segment for lease-up. Lastly, management successfully completed negotiations and entered into a $3,000,000 settlement of environmental claims against our former tenant at the Riverfront on the Anacostia property and continues to pursue settlement negotiations with other potentially responsible parties. Management anticipates committing to develop Phase II of the Riverfront on the Anacostia project during this fiscal year at which time we will likely book a liability for the estimated incremental cost of remediation similar to what we booked with regards to Phase I.

Revenues for this segment were up $48,000 over last year’s first quarter due to higher real estate tax reimbursement from the ground lease at our Square 664E property in D.C. Costs of operating this segment (excluding the $3,000,000 positive benefit from the environmental settlement at Anacostia) were up $224,000 in the quarter driven primarily by higher property taxes at our Anacostia Phases II-IV property and the reallocation of corporate expenses from the Mining Royalty Lands segment.

Liquidity and Capital Resources. The growth of the Company’s businesses requires significant cash needs to acquire and develop land or operating buildings and to construct new buildings and tenant improvements. As of December 31, 2015, we had $2,837,000 borrowed under our $20 million revolver, $2,377,000 letters of credit and $14,786,000 available to borrow under the revolver. The Company closed on a $20 Million secured revolver with First Tennessee Bank on July 24, 2015 to provide additional liquidity for growth opportunities. As of December 31, 2015, there was $91,000 outstanding

26 

on the First Tennessee Bank revolver. First Tennessee has also committed to provide an additional $20 Million of secured financing to the Company on a ten year term loan amortizing on a twenty five (25) year basis and we anticipate closing on this loan during calendar 2016.

Cash Flows - The following table summarizes our cash flows from operating, investing and financing activities for each of the periods presented (in thousands of dollars):

		Three Months Ended December 31,
		2015		2014
Total cash provided by (used for):
Operating activities	$	5,828			6,359
Investing activities		(630	)		(4,048	)
Financing activities		(5,617	)		(2,429	)
Decrease in cash and cash equivalents	$	(419	)		(118	)
Outstanding debt at the beginning of the period	$	48,685			55,956
Outstanding debt at the end of the period	$	42,099			54,438

Operating Activities - Net cash provided by operating activities decreased $531,000 to $5,828,000 for the three months ended December 31, 2015. The total of net income plus depreciation, depletion and amortization less gains on sales of property and equipment decreased $1,585,000 versus the same period last year. These changes are described above under “Comparative Results of Operations”. The current period includes $408,000 more cash used to reduce accounts payable and accrued liabilities. The current period includes $4,434,000 larger increases to deferred and current income tax payables due to a 1031 exchange and other timing differences. Income and net cash from discontinued operations provided $2,347,000 benefit to the same period last year.

Investing Activities - For the first three months ended December 31, 2015, cash required by investing activities decreased $3,418,000 to $630,000. The prior period discontinued operations cash required was $2,193,000 higher. Cash required by investing activities for continuing operations decreased $1,215,000 due to increased construction activity in the prior period. Proceeds from the sale of the Windlass Run

Residential Phase 2 property of $11,288,000 was used in a tax deferred reverse Section 1031 exchange to acquire the Port Capital property for a total purchase price of $9,900,000. 

Financing Activities – For the first three months ended December 31, 2015, cash required by financing activities was $5,617,000 versus $2,429,000 in the first three months ended December 31, 2014. The prior period discontinued operations cash provided was $1,256,000 higher. Cash required by financing activities for continuing operations was $4,444,000 higher in the current period primarily due to payments on the revolver.

Credit Facilities - On January 30, 2015, in connection with the Spin-off, the Company terminated its $55 million credit facility entered into with Wells Fargo Bank, N.A. in 2012 and simultaneously entered into a new five year credit agreement with Wells Fargo with a maximum facility amount of $20 million (the "Credit Agreement"). The Credit Agreement provides a revolving credit facility (the “Revolver”) with a $10 million sublimit available for standby letters of credit. At the time of the Spin-off, the Company refinanced $10,483,000 of borrowings then outstanding on the terminated revolver. As of December 31, 2015, there was $2,837,000 outstanding on the revolver, $2,377,000 letters of credit and $14,786,000 available for borrowing. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development. Most of the letters of credit are irrevocable for a period

27 

of one year and typically are automatically extended for additional one-year periods. The Revolver bears interest at a rate of 1.4% over the selected LIBOR, which may change quarterly based on the Company’s ratio of Consolidated Total Debt to Consolidated Total Capital, as defined. A commitment fee of 0.15% per annum is payable quarterly on the unused portion of the commitment. The commitment fee may also change quarterly based upon the ratio described above. The credit agreement contains certain conditions and financial covenants, including a minimum $110 million tangible net worth. As of December 31, 2015, the tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $79 million combined. The Company was in compliance with all covenants as of December 31, 2015.

During the first quarter of fiscal 2015, the Company announced the execution of a commitment from First Tennessee Bank to provide up to $40 million dollars of mortgage backed financing in two separate facilities. On July 24, 2015 the Company closed on a five year, $20 million secured revolver with a twenty-four month window to convert up to the full amount of the facility into a ten year term loan. Interest accrues at 1.90% over one month LIBOR plus an annual commitment fee of 0.10%. As of December 31, 2015, there was $91,000 outstanding on the revolver. The second facility is a $20 million ten year term loan secured by to-be-determined collateral from our current pool of unencumbered warehouse/office properties. We expect to close on the ten year term loan during calendar 2016. The purpose of these loans is to facilitate growth through new construction in the Land Development and Construction segment and/or acquisition of existing, operating buildings to be added to the Asset Management segment.

Cash Requirements – The Board of Directors has authorized Management to repurchase shares of the Company’s common stock from time to time as opportunities arise. During the first three months of fiscal 2016 the Company did not repurchase any shares of stock. As of December 31, 2015, $5,000,000 was authorized for future repurchases of common stock. The Company does not currently pay any cash dividends on common stock.

The Company currently expects its fiscal 2016 capital expenditures to include approximately $24,800,000 for real estate development, of which $10,539,000 has been expended to date, which will be funded mostly out of cash generation from operations and partly from borrowings under our credit facilities.

Summary and Outlook. We are focused on building shareholder value through our real estate holdings - mainly by growing our portfolio through the conversion of our non-income producing assets into income production. This strategy is two pronged in that we (i) sell land that is not conducive to warehouse/office development and use the proceeds to acquire existing income producing warehouse/office buildings (typically in a Section 1031 exchange) and (ii) construct new warehouse/office buildings on existing pad sites in our developed business parks. Over the past five years, we have converted 172 acres of non-income producing land into 766,216 square feet of income producing properties with estimated FY 2016 rental revenues of $5,115,000. We saw another quarter of real improvement in mining royalties due mainly to increased volumes at most of our locations and, barring another major economic downturn in the US, we are confident that trend will continue for the foreseeable future.

During the remainder of fiscal 2016, we expect to spend approximately $4 million on the construction of a new bulk head at the Square 664E property in anticipation of future high-rise development and continue working with our JV partner, MRP, to complete the construction of Phase I of Riverfront on the

28 

Anacostia (now named Dock 79) and to continue planning for the commencement of Phase II.

Non-GAAP Financial Measures.

To supplement the financial results presented in accordance with GAAP, FRP presents certain non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The non-GAAP financial measures included in this press release are adjusted operating profit and net operating income (NOI). FRP uses these non-GAAP financial measures to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. These measures are not, and should not be viewed as, substitutes for GAAP financial measures.

Post Spin-off we are reporting any net gain/(loss) from the transportation business as “discontinued operations” and we currently have no other discontinued operations being reported. GAAP accounting rules do not allow corporate overhead expenses to be allocated to a discontinued operation of the Company; thus, those corporate expenses attributable to the transportation business prior to the spin-off are charged to the Company as part of continuing operations.

Adjusted Operating Profit

Adjusted operating profit excludes the impact of the corporate expense not allocated to discontinued operations and the environmental remediation recovery. Adjusted operating profit is presented to provide additional perspective on underlying trends in FRP’s core operating results. A reconciliation between operating profit and adjusted operating profit is as follows:

Adjusted Operating Profit	Three months ended
	December 31,
	2015			2014		Change		%
Operating profit	$	6,600			2,345		4,255		181.4	%
Adjustments:
Environmental remediation recovery		(3,000	)		—
Corporate costs not allocated to discontinued      operations		—			919
Adjusted Operating profit	$	3,600			3,264		336		10.3	%

Net Operating Income Reconciliation
Three months ending 12/31/15 (in thousands)
	Asset	Land	Mining	Unallocated	FRP
	Management	Development	Royalties	Corporate	Holdings
	Segment	Segment	Segment	Expenses	Totals
Income from continuing operations	$  1,535	5,054	884	—	7,473
Income Tax Allocation	1,003	3,298	578	—	4,879
Inc. from continuing operations  before income taxes	2,538	8,352	1,462	—	12,352
Less:
Gains on investment land sold	9	6,277
Other income	—	1
Unrealized rents	13	—
Lease intangible rents	14	—
Plus:
Equity in loss of Joint Venture	—	45
Interest Expense	481	—
Depreciation/Amortization	1,798	64
Management Co. Indirect	231	273
Allocated Corporate Expenses	378	299
Net Operating Income	$  5,390	2,755

29 

Net Operating Income Reconciliation
Three months ending 12/31/14 (in thousands)
	Asset	Land		Mining	Unallocated		FRP
	Management	Development		Royalties	Corporate		Holdings
	Segment	Segment		Segment	Expenses		Totals
Income from continuing operations	$  1,635	(452	)	509	(561	)	1,131
Income Tax Allocation	1,046	(291	)	325	(358	)	722
Inc. from continuing operations  before income taxes	2,681	(743	)	834	(919	)	1,853
Less:
Lease intangible rents	12	—
Plus:
Loss on investment land sold	—	17
Unrealized rents	45	—
Equity in loss of Joint Venture	—	22
Interest Expense	405	—
Depreciation/Amortization	1,786	66
Management Co. Indirect	153	199
Allocated Corporate Expenses	300	176
Net Operating Income (loss)	$  5,358	(263	)

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Interest Rate Risk - We are exposed to the impact of interest 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 December 31, 2015 was 1.4%. The applicable margin for such borrowings will be reduced or 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 December 31, 2015 with First Tennessee Bank was 1.9%.

At December 31, 2015 a 1% increase in the current per annum interest rate would result in $29,280 of additional interest expense during the next 12 months under the Wells Fargo and First Tennessee Bank Credit Agreements. The foregoing calculation assumes an instantaneous 1% increase in the rates under the Credit Agreements and that the principal amount under the Credit Agreements is the amount outstanding as of December 31, 2015. The calculation, therefore, does not account for the differences in the market rates upon which the interest rates of our indebtedness are based or possible actions, such as prepayment, which we may take in response to any rate increase.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as

30 

amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

The Company also maintains a system of internal accounting controls over financial reporting that are designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving the desired control objectives.

As of December 31, 2015, the Company, under the supervision and with the participation of the Company's management, including the CEO, CFO and CAO, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on this evaluation, the Company’s CEO, CFO and CAO concluded that the Company's disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in periodic SEC filings.

There have been no changes in the Company’s internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2015, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER

31 

						(c)
						Total
						Number of
						Shares		(d)
						Purchased		Approximate
		(a)				As Part of		Dollar Value of
		Total		(b)		Publicly		Shares that May
		Number of		Average		Announced		Yet Be Purchased
		Shares		Price Paid		Plans or		Under the Plans
Period		Purchased		per Share		Programs		or Programs (1)
	October 1
	Through
	October		—	$	—		—	$	5,000,000
	November 1
	Through
	November 30		—	$	—		—	$	5,000,000
	December 1
	Through
	December 31		—	$	—		—	$	5,000,000
	Total		—	$			—

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

Item 6. EXHIBITS

(a) Exhibits. The response to this item is submitted as a separate Section entitled "Exhibit Index", on page 33.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

		FRP Holdings, Inc.
Date:  February 4, 2016	By	THOMPSON S. BAKER II
		Thompson S. Baker II
		Chief Executive Officer
		(Principal Executive Officer)
	By	JOHN D. MILTON, JR.
		John D. Milton, Jr.
		Executive Vice President, Treasurer,
		Secretary and Chief Financial Officer
		(Principal Financial Officer)
	By	JOHN D. KLOPFENSTEIN
		John D. Klopfenstein
		Controller and Chief Accounting
		Officer (Principal Accounting Officer)

32 

FRP HOLDINGS, INC.

FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2015

EXHIBIT INDEX

(14) Financial Code of Ethical Conduct between the Company, Chief Executive Officers and Financial Managers, as revised on January 28, 2004, which is available on the Company’s website at www.frpholdings.com.

(31)(a) Certification of Thompson S. Baker II.

(31)(b) Certification of John D. Milton, Jr.

(31)(c) Certification of John D. Klopfenstein.

(32) Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document
101.XSD	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

33 

EX-31

CERTIFICATIONS                                                                                                             Exhibit 31(a)

I, Thompson S. Baker II, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: February 4, 2016                                                                                 /s/Thompson S. Baker II

                                                                                                                 Chief Executive Officer

EX-31

CERTIFICATIONS                                                                                                                Exhibit 31(b)

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

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

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

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

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

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

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

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

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

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

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

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

Date: February 4, 2016                                                                   /s/John D. Milton, Jr.

                                                                                                 Executive Vice President, Treasurer,

                                                                                                 Secretary and Chief Financial Officer

EX-31

CERTIFICATIONS                                                                                                               Exhibit 31(c)

I, John D. Klopfenstein, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: February 4, 2016                                                               /s/John D. Klopfenstein

                                                                                             Controller and Chief Accounting Officer

EX-32

                                                                                                                                                                          Exhibit 32

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

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

February 4, 2016                                                          FRP HOLDINGS, INC.

                                                                               /s/THOMPSON S. BAKER II

                                                                      Thompson S. Baker II

                                                                      Chief Executive Officer

                                                                      /s/JOHN D. MILTON, JR.

                                                                      John D. Milton, Jr.

                                                                      Executive Vice President, treasurer, Secretary and

                                                                      Chief Financial Officer

                                                                       /s/JOHN D. KLOPFENSTEIN

                                                                       John D. Klopfenstein

                                                                       Controller and Chief Accounting Officer

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

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

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Document and Entity Information	3 Months Ended
	Dec. 31, 2015 shares
Document And Entity Information
Entity Registrant Name	FRP HOLDINGS, INC.
Entity Central Index Key	0000844059
Document Type	10-Q
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding	9,840,600
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2016

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Sep. 30, 2015
Real estate investments at cost:
Land	$ 104,678	$ 102,347
Buildings and improvements	181,977	174,820
Projects under construction	4,994	4,129
Total investments in properties	291,649	281,296
Less accumulated depreciation and depletion	75,710	74,091
Net investments in properties	215,939	207,205
Real estate held for investment, at cost	7,306	7,306
Real estate held for sale, at cost	0	4,826
Investment in joint ventures	19,168	19,010
Net real estate investments	242,413	238,347
Cash and cash equivalents	0	419
Cash held in escrow	1,174	0
Accounts receivable	569	778
Federal and state income taxes receivable	0	393
Unrealized rents	4,864	4,817
Deferred costs	7,914	7,449
Other assets	175	275
Total assets	257,109	252,478
Liabilities:
Secured notes payable, less current portion	34,924	36,011
Secured notes payable, current portion	4,247	4,180
Lines of credit payable	2,928	8,494
Accounts payable and accrued liabilities	1,809	3,456
Environmental remediation liability	48	51
Deferred revenue	806	1,060
Federal and state income taxes payable	1,039	0
Bank overdraft	69	0
Deferred income taxes	17,987	14,541
Deferred compensation	1,444	1,400
Deferred lease intangible, net	30	45
Tenant security deposits	991	898
Total liabilities	$ 66,322	$ 70,136
Commitments and contingencies (Note 8)
Shareholders' Equity:
Common stock, $.10 par value; 25,000,000 shares authorized, 9,840,600 and 9,791,770 shares issued and outstanding, respectively	$ 984	$ 979
Capital in excess of par value	50,839	49,872
Retained earnings	138,970	131,497
Accumulated other comprehensive loss, net	(6)	(6)
Total shareholders' equity	190,787	182,342
Total liabilities and shareholders' equity	$ 257,109	$ 252,478

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Sep. 30, 2015
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued and outstanding	9,840,600	9,791,770

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Consolidated Statements of Income - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenues:
Rental revenue	$ 6,027	$ 5,868
Royalty and rents	1,638	1,320
Revenue - reimbursements	1,158	1,114
Total revenues	8,823	8,302
Cost of operations:
Depreciation, depletion and amortization	1,896	1,883
Operating expenses	973	914
Environmental remediation recovery	(3,000)	0
Property taxes	1,118	1,095
Management company indirect	504	352
Corporate expenses (Note 4 Related Party)	732	1,713
Total cost of operations	2,223	5,957
Total operating profit	6,600	2,345
Interest income	1	0
Interest expense	(481)	(445)
Equity in loss of joint ventures	(54)	(30)
Gain (loss) on investment land sold	6,286	(17)
Income from continuing operations before income taxes	12,352	1,853
Provision for income taxes	4,879	722
Income from continuing operations	7,473	1,131
Gain from discontinued transportation operations, net of taxes	0	1,663
Net income	7,473	2,794
Comprehensive net income	$ 7,473	$ 2,794
Basic earnings per common share
Income from continuing operations	$ 0.76	$ 0.12
Discontinued operations	0.00	0.17
Net income	0.76	0.29
Diluted earnings per common share
Income from continuing operations	0.76	0.12
Discontinued operations	0.00	0.17
Net income	$ 0.76	$ 0.29
Number of shares (in thousands) used in computing:
-basic earnings per common share	9,802	9,711
-diluted earnings per common share	9,853	9,771

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Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net income	$ 7,473	$ 2,794
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations, net	0	(1,663)
Depreciation, depletion and amortization	1,959	1,865
Deferred income taxes	3,446	826
Equity in loss of joint ventures	54	30
(Gain) Loss on sale of equipment and property	(6,285)	73
Stock-based compensation	72	172
Net changes in operating assets and liabilities:
Accounts receivable	209	327
Deferred costs and other assets	(750)	(203)
Accounts payable and accrued liabilities	(1,904)	(1,496)
Income taxes payable and receivable	1,432	(382)
Other long-term liabilities	122	6
Net cash provided by operating activities of continuing operations	5,828	2,349
Net cash provided by operating activities of discontinued operations	0	4,010
Net cash provided by operating activities	5,828	6,359
Cash flows from investing activities:
Investments in properties	(10,539)	(1,738)
Investment in joint ventures	(214)	(135)
Cash held in escrow	(1,174)	35
Proceeds from the sale of real estate held for investment and properties	11,297	(17)
Net cash used in investing activities of continuing operations	(630)	(1,855)
Net cash used in investing activities of discontinued operations	0	(2,193)
Net cash used in investing activities	(630)	(4,048)
Cash flows from financing activities:
Increase in bank overdrafts	69	0
Repayment of long-term debt	(1,020)	(1,123)
Proceeds from borrowing on revolving credit facility	11,541	774
Payment on revolving credit facility	(17,107)	(1,169)
Excess tax benefits from exercises of stock options	0	94
Exercise of employee stock options	900	251
Net cash used in financing activities of continuing operations	(5,617)	(1,173)
Net cash used in financing activities of discontinued operations	0	(1,256)
Net cash used in financing activities	(5,617)	(2,429)
Net decrease in cash and cash equivalents	(419)	(118)
Cash and cash equivalents at beginning of period	419	1,013
Cash and cash equivalents at end of the period	$ 0	$ 895

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Basis of Presentation

3 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

(1) Basis of Presentation. The accompanying consolidated financial statements include the accounts of FRP Holdings, Inc. (the “Company” or “FRP”) inclusive of our operating real estate subsidiaries, FRP Development Corp. (“Development”) and Florida Rock Properties, Inc. (”Properties”), subsequent to the completed spin-off (the “Spin-off”) of our transportation assets into a new, publicly traded entity, Patriot Transportation Holding, Inc. (“Patriot”; stock symbol “PATI”) effective January 30, 2015. As a result of the Spin-off the former transportation segment of the Company is reported as a discontinued operation that cannot receive any corporate overhead allocation. Hence, all corporate overhead of the transportation group through the date of the spin-off is included in “corporate expense” on the Company’s consolidated income statements herein. Our investment in the 50% owned Brooksville Joint Venture and in the Riverfront Investment Partners I, LLC are accounted for under the equity method of accounting (See Note 12). These statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (primarily consisting of normal recurring accruals) considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the three months ended December 31, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2016. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the Company's consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended September 30, 2015.

Following the completion of the Spin-off of the transportation business, management conducted a strategic review of the Company’s real estate operations.  As a result of this review, it was determined that the information that the Company’s chief operating decision makers regularly review for purposes of allocating resources and assessing performance, had changed. Therefore, beginning with the quarter ending March 31, 2015 (with prior periods adjusted accordingly), the Company is reporting its financial performance based on three reportable segments, Asset Management, Mining Royalty Lands and Land Development and Construction, as described below.

Our Mining and Royalties segment stays the same, but based on our strategic review the Developed Property Rentals segment has been broken down into an Asset Management segment and a Land Development and Construction segment to reflect how management now evaluates the real estate activities previously presented in the Developed Property Rentals segment. The Asset Management segment contains all the developed buildings capable of producing current rental income; the Land Development and Construction segments contains the remaining developable land not yet developed to its eventual highest and best use potential where the Company's focus is to add further entitlements, construct vertical improvements or market the property to third parties all in an effort to bring such property to income producing status or realization of its fair market value through sales or exchange. This Land Development and Construction segment is generally in a pre-income production state where objectives are long term capital investment for eventual production of long-term rental streams or capital investment to achieve highest potential market value for sale to third parties.

Prior to the quarter ending December 31, 2015 certain corporate expenses (primarily stock compensation, corporate aircraft and one-time Spin-off related expenses) were reported as “unallocated” on the Company’s consolidated income statement and were not allocated to any business segment. Effective with fiscal 2016 all corporate expenses, other than those not allocated to discontinued operations, have been allocated. Reclassifications to the appropriate prior period line items and amounts have been made to be comparable to the current presentation. See Note 3 for a breakdown of corporate expenses showing the amounts allocated to the segments and the unallocated to discontinued operations.

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Recently Issued Accounting Standards

3 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Recent Accounting Pronouncements

(2) Recently Issued Accounting Standards. In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The guidance becomes effective for annual reporting periods beginning after December 15, 2016 with early adoption permitted. The Company adopted this guidance retrospectively as of October 1, 2015 and reclassified $143,000 from deferred costs to long-term deferred tax liability.

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Business Segments

3 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Business Segments

(3) Business Segments. Following the completion of the spin-off of the transportation business, management conducted a strategic review of the Company’s real estate operations.  As a result of this review, it was determined that the information that the Company’s chief operating decision makers regularly review for purposes of allocating resources and assessing performance, had changed. Therefore, beginning with the quarter ending March 31, 2015 (with prior periods adjusted accordingly), the Company is reporting its financial performance based on three reportable segments, Asset Management, Mining Royalty Lands and Land Development and Construction, as described below.

The Asset Management segment owns, leases and manages warehouse/office buildings located predominately in the Baltimore/Northern Virginia/Washington, DC market area.

Our Mining Royalty Lands segment was unaffected by the change in segments and owns several properties comprising approximately 15,000 acres currently under lease for mining rents or royalties (this does not include the 4,280 acres owned in our Brooksville joint venture with Vulcan Materials).  Other than one location in Virginia, all of these properties are located in Florida and Georgia. 

Through our Land Development and Construction segment, we own and are continuously monitoring for their “highest and best use” several parcels of land that are in various stages of development.  Our overall strategy in this segment is to convert all of our non-income producing lands into income production through (i) an orderly process of constructing new warehouse/office buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties.

Subsequent to the Spin-off, the Company is receiving certain services from Patriot (e.g. executive oversight, accounting, information technology and human resource services) which are billed to the Company on a monthly basis in accordance with the Transition Services Agreement entered into and made effective as of the date of the Spin-off. As was the case prior to the Spin-off, these costs (excluding stock compensation) are included in the Company’s corporate expense and are fully allocated to the business segments. Certain other corporate expenses (primarily stock compensation, corporate aircraft and one-time Spin-off related expenses) are reported as “unallocated” on the Company’s consolidated income statement and are not allocated to any business segment. As a result of the Spin-off the former transportation segment of the Company is reported as a discontinued operation and thus is not allowed any corporate overhead allocation. Hence, all corporate overhead of the transportation group through the date of the Spin-off is included in “corporate expense” on the Company’s consolidated income statements herein. Reclassifications to the appropriate prior period line items and amounts have been made to be comparable to the current presentation.

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

	Three Months ended
	December 31,
		2015		2014
Revenues:
Asset management	$	6,915		6,757
Mining royalty lands		1,659		1,344
Land development and construction		249		201
	$	8,823		8,302
Operating profit:
Before corporate expenses:
Asset management	$	3,388		3,386
Mining royalty lands		1,525		1,200
Land development and construction		2,419		(528	)
Corporate expenses:
Allocated to asset management		(378	)	(300	)
Allocated to mining royalty		(55	)	(318	)
Allocated to land development and construction		(299	)	(176	)
Unallocated to discontinued operations		—		(919	)
		(732	)	(1,713	)
	$	6,600		2,345
Interest expense:
Asset management	$	481		445
Depreciation, depletion and amortization:
Asset management	$	1,798		1,786
Mining royalty lands		34		31
Land development and construction		64		66
	$	1,896		1,883
Capital expenditures:
Asset management		9,237		905
Mining royalty lands		—		—
Land development and construction		1,302		833
	$	10,539		1,738
		December 30,		September 30,
Identifiable net assets		2015		2015
Asset management	$	159,216		151,023
Mining royalty lands		39,298		39,300
Land development and construction		56,916		60,682
Cash items		1,174		419
Unallocated corporate assets		505		1,054
	$	257,109		252,478

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Related Party Transactions

3 Months Ended

Dec. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions

(4) Related Party Transactions. In order to effect the Spin-off and govern our relationship with Patriot Transportation Holding, Inc. after the Spin-off, we entered into an Employee Matters Agreement and a Transition Services Agreement. The Employee Matters Agreement generally allocates responsibilities to each company for liabilities relating to each Company’s current and former employees and allocated responsibilities under employee benefit plans. The Transition Services Agreement sets forth the terms on which Patriot will provide to FRP certain services that were shared prior to the Spin-off, including the services of certain shared executive officers, for a period of 12 or more months after the Spin-off.

The consolidated statements of income reflects charges and/or allocations from Patriot for these services of $386,000 and $794,000 for the three months ended December 31, 2015 and 2014, respectively.

To determine these allocations between FRP and Patriot as set forth in the Transition Services Agreement, we generally employed the same methodology historically used by the Company pre Spin-off to allocate said expenses and thus we believe that the allocations to FRP are a reasonable approximation of the costs related to FRP’s operations but any such related-party transactions cannot be presumed to be carried out on an arm’s-length basis as the terms were negotiated while Patriot was still a subsidiary of FRP.

As a result of the Spin-off the former transportation segment of the Company is reported as a discontinued operation and thus is not allowed any corporate overhead allocation. Hence, all corporate overhead of the transportation group through the date of the Spin-off is included in “corporate expense” on the Company’s consolidated income statements. The consolidated statements of income reflect charges and/or allocation for these services of $919,000 for the three months ended December 31, 2014.

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Long-Term Debt

3 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Long-Term Debt

(5) Long-Term debt. Long-term debt is summarized as follows (in thousands):

	December 31,		September 30,
	2015		2015
Revolving credit (uncollateralized)	$	2,928		8,494
5.6% to 7.9% mortgage notes
due in installments through 2027		39,171		40,191
		42,099		48,685
Less portion due within one year		4,247		4,180
	$	37,852		44,505

On January 30, 2015, in connection with the Spin-off, the Company terminated its $55 million credit facility entered into with Wells Fargo Bank, N.A. in 2012 and simultaneously entered into a new five year credit agreement with Wells Fargo with a maximum facility amount of $20 million (the "Credit Agreement"). The Credit Agreement provides a revolving credit facility (the “Revolver”) with a $10 million sublimit available for standby letters of credit. At the time of the Spin-off, the Company refinanced $10,483,000 of borrowings then outstanding on the terminated revolver. As of December 31, 2015, there was $2,837,000 outstanding on the Company’s new credit facility, $2,377,000 letters of credit and $14,786,000 available for borrowing. The credit agreement contains certain conditions and financial covenants, including a minimum $110 million tangible net worth. As of December 31, 2015, the tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $79 million combined. The Company was in compliance with all covenants as of December 31, 2015.

During the first quarter of fiscal 2015, the Company announced the execution of a commitment from First Tennessee Bank to provide up to $40 million dollars of mortgage backed financing in two separate facilities. On July 24, 2015 the Company closed on a five year, $20 million secured revolver with a twenty-four month window to convert up to the full amount of the facility into a ten year term loan. As of December 31, 2015, there was $91,000 outstanding on the revolver. The second facility is a $20 million ten year term loan secured by to-be-determined collateral from our current pool of unencumbered warehouse/office properties. We expect to close on the ten year term loan during calendar 2016. The purpose of these loans is to facilitate growth through new construction in the Land Development and Construction segment and/or acquisition of existing, operating buildings to be added to the Asset Management segment.

During the three months ended December 31, 2015 and December 31, 2014 the Company capitalized interest costs of $222,000 and $321,000, respectively.

The fair values of the Company’s mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities. At December 31, 2015, the carrying amount and fair value of such long-term debt was $39,171,000 and $42,325,000, respectively.

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Earnings per Share

3 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Earnings per Share

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

	Three Months ended
	December 31,
	2015		2014
Weighted average common shares outstanding
during the period – shares used for basic
earnings per common share		9,802		9,711
Common shares issuable under share based
payment plans which are potentially dilutive		51		60
Common shares used for diluted
earnings per common share		9,853		9,771
Income from continuing operations	$	7,473		1,131
Discontinued operations		—		1,663
Net income	$	7,473		2,794
Basic earnings per common share:
Income from continuing operations	$	0.76		0.12
Discontinued operations		0.00		0.17
Net income	$	0.76		0.29
Diluted earnings per common share:
Income from continuing operations	$	0.76		0.12
Discontinued operations		0.00		0.17
Net income	$	0.76		0.29

For the three months ended December 31, 2015 and 2014, 72,090 and 69,175 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

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Stock-Based Compensation Plans

3 Months Ended

Dec. 31, 2015

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

Stock-Based Compensation Plans

(7) Stock-Based Compensation Plans. As more fully described in Note 8 to the Company’s notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended September 30, 2015, the Company’s stock-based compensation plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, and stock awards. The number of common shares available for future issuance was 397,630 at December 31, 2015.

As a result of the Spin-off and pursuant to the Employee Matters Agreement, we made certain adjustments to the exercise price and number of outstanding FRP stock options. All outstanding options held by the Company directors, Company officers and key employees on January 30, 2015 were cancelled and replaced by an equal number of FRP options at 75.14% of the previous exercise price based upon the market value of FRP less the when issued market value of the Company on that day. For FRP officers additional options were issued rather than issuing Patriot options for the 24.86% market value attributed to Patriot. The adjusted stock options are subject to the same vesting conditions and other terms that applied to the original FRP award immediately prior to the Spin-off, except as otherwise described above.

Subsequent to Spin-off, the realized tax benefit pertaining to options exercised and the remaining compensation cost of options previously granted prior to the Spin-off will be recognized by FRP or Patriot based on the employment location of the related employee or director.

The Company recorded the following stock compensation expense (including unallocated to Patriot in periods prior to the Spin-off) in its consolidated statements of income (in thousands):

	Three Months ended
	December 31,
	2015		2014
Stock option grants	$	72		172
Annual director stock award		—		—
	$	72		172

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

				Weighted	Weighted		Weighted
	Number			Average	Average		Average
	of			Exercise	Remaining		Grant Date
Options	Shares			Price	Term (yrs)		Fair Value
Outstanding at
October 1, 2015	305,750		$	21.90	5.9	$	2,738
Granted	21,540		$	31.15		$	272
Exercised	(48,830	)	$	18.43		$	(362	)
Outstanding at
December 31, 2015	278,460		$	23.22	6.2	$	2,648
Exercisable at
December 31, 2015	200,613		$	22.00	5.4	$	1,729
Vested during
three months ended
December 31, 2015	35,596					$	341

The aggregate intrinsic value of exercisable in-the-money options was $2,396,000 and the aggregate intrinsic value of outstanding in-the-money options was $2,985,000 based on the market closing price of $33.94 on December 31, 2015 less exercise prices.

The realized tax benefit to the Company or Patriot from options exercised in the three months ended December 31, 2015 was $270,000. The unrecognized compensation cost of options granted to FRP employees but not yet vested as of December 31, 2015 was $417,000, which is expected to be recognized over a weighted-average period of 4.0 years. Gains of $698,000 were realized by option holders during the three months ended December 31, 2015.

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Contingent liabilities

3 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Contingent liabilities

(8) Contingent liabilities. Certain of the Company’s subsidiaries are involved in litigation on a number of matters and are subject to certain claims which arise in the normal course of business. The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage. The liability at any point in time depends upon the relative ages and amounts of the individual open claims. In the opinion of management, none of these matters are expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

Preliminary testing on the site of the Company's four phase master development known as RiverFront on the Anacostia in Washington, D.C. indicated the presence of contaminated material that will have to be specially handled upon excavation in conjunction with construction. The Company has agreed with our joint venture partner to bear the cost of handling the contaminated materials on the first phase of this development up to a cap of $1.871 million. 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. As of December 31, 2015, the excavation and foundation work for Phase 1 were substantially complete; thus, the bulk of the remediation expenses have been incurred. Management believes the total cost for remediation on Phase 1 will end up at approximately $1.9 million. The Company has no obligation to remediate this contamination on Phases II, III and IV of the development until such time as it makes a commitment to commence construction there. During the quarter ending December 31, 2015, management successfully completed negotiations and entered into a $3,000,000 settlement of environmental claims on all four phases against our former tenant at the Riverfront on the Anacostia property and continues to pursue settlement negotiations with other potentially responsible parties. Management anticipates committing to develop Phase II of the Riverfront on the Anacostia project during this fiscal year at which time we will likely book a liability for the estimated incremental cost of remediation similar to what we booked with regards to Phase I.

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Concentrations

3 Months Ended

Dec. 31, 2015

Risks and Uncertainties [Abstract]

Concentrations

(9) Concentrations. With the completion and occupancy of the 3rd build to suit for the same tenant at Patriot Business Park in the first quarter of fiscal 2015 this particular tenant accounted for 12% of the Company’s consolidated revenues during the three months ended December 31, 2015. The mining royalty lands segment has a total of four tenants currently leasing mining locations and one lessee that accounted for 13.1% of the Company’s consolidated revenues in the three months ended December 31, 2015 and $87,000 of accounts receivable at December 31, 2015. The termination of these lessees’ underlying leases could have a material adverse effect on the Company. The Company places its cash and cash equivalents with high credit quality institutions. At times, such amounts may exceed FDIC limits.

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Fair Value Measurements

3 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

(10) Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 means the use of quoted prices in active markets for identical assets or liabilities. Level 2 means the use of values that are derived principally from or corroborated by observable market data. Level 3 means the use of inputs are those that are unobservable and significant to the overall fair value measurement.

As of December 31, 2015 the Company had no assets or liabilities measured at fair value on a recurring or non-recurring basis. At December 31, 2015 and 2014, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents, short-term notes payable and revolving credit approximate their fair value based upon the short-term nature of these items. The fair values of the Company’s other mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities.

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Unusual or Infrequent Items Impacting Quarterly Results

3 Months Ended

Dec. 31, 2015

Extraordinary and Unusual Items [Abstract]

Unusual or Infrequent Items Impacting Quarterly Results

(11) Unusual or Infrequent Items Impacting Quarterly Results. Operating profit includes expenses of $450,000 in the first quarter of fiscal 2015 for costs incurred related to the planned spin-off of the transportation group.

Costs of operations for the land development and construction segment for the quarter ending December 31, 2015 includes a $3,000,000 positive benefit from settlement of environmental claims against our former tenant at the Riverfront on the Anacostia property (see Note 8).

Gain on investment land sold for the quarter ending December 31, 2015 includes $6,277,000 gain on the sale of phase 2 of Windlass Run residential property.

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Investment in Riverfront and Brooksville Joint Ventures

3 Months Ended

Dec. 31, 2015

Equity Method Investments and Joint Ventures [Abstract]

Investment in Riverfront and Brooksville Joint Ventures

(12) Investment in Riverfront and Brooksville Joint Ventures.

Riverfront. 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 ultimately sell an approximately 300,000 square foot residential apartment building (including approximately 18,000 square feet of retail) on approximately 2.1 acres of the roughly 5.82 acre site. The joint venture, RiverFront Investment Partners I, LLC (“RiverFront I”) was formed in June 2013 as contemplated. The Company contributed land with an agreed to value of $13,500,000 (cost basis of $6,165,000) and contributed cash of $4,866,000 to the Joint Venture for a 76.91% stake in the venture. MRP contributed capital of $5,553,000 to the joint venture including development costs paid prior to formation of the joint venture. The Joint Venture closed on $17,000,000 of EB5 secondary financing and a nonrecourse construction loan for $65,000,000 on August 8, 2014. Both these financing sources are non-recourse to FRP. At the time of these financings, RiverFront Holdings I, LLC. was formed as a parent to RiverFront Investment Partners I, LLC with EB5 as an equity partner in Riverfront Holdings I, LLC. Construction commenced in October 2014. At this point, the Company anticipates lease up to occur in the second half of calendar 2016 and all of 2017. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting as MRP acts as the administrative agent of the joint venture and oversees and controls the day to day operations of the project.

Other income for the three months ended December 31, 2015 includes a loss of $45,000 representing the Company’s portion of the loss of this joint venture due primarily to expenses incurred in the joint venture with respect to depreciation on the bulkhead and advertising expense.

Brooksville. In 2006, the Company entered into a Joint Venture Agreement with Florida Rock Industries, Inc. (now owned by Vulcan Materials Company) to jointly own and develop approximately 4,300 acres of land near Brooksville, Florida. Under the terms of the joint venture, FRP contributed its fee interest in approximately 3,443 acres formerly leased to Vulcan under a long-term mining lease which had a net book value of $2,548,000. Vulcan is entitled to mine a portion of the property until 2022 and pay royalties to the Company. FRP also contributed $3,018,000 for one-half of the acquisition costs of a 288-acre contiguous parcel. Vulcan contributed 553 acres that it owned as well as its leasehold interest in the 3,443 acres that it leased from FRP and $3,018,000 for one-half of the acquisition costs of the 288-acre contiguous parcel. The joint venture is jointly controlled by Vulcan and FRP, and they each have a mandatory obligation to fund additional capital contributions of up to $2,430,000. Capital contributions of $2,397,000 have been made by each party as of December 31, 2015. Distributions will be made on a 50-50 basis except for royalties and depletion specifically allocated to the Company. Other income for the three months ended December 31, 2015 includes a loss of $9,000 representing the Company’s portion of the loss of this joint venture. In April 2011, the Florida Department of Community Affairs issued its Final Order approving the development of the Project, and zoning for the Project was obtained from Hernando County in August 2012. We will continue to monitor the residential market in Hernando County and pursue opportunities to partner with a master community developer or major homebuilder to commence construction when the market dictates.

Investments in Joint Ventures (in thousands):

							The
							Company's
				Total Assets	Net Loss		Share of Net
			Total	of the	of the		Loss of the
	Ownership		Investment	Partnership	Partnership		Partnership
				(Unaudited)	(Unaudited)
As of December 31, 2015
Riverfront Holdings I, LLC	76.91	%	$  11,635	$  50,536	$    (53	)	$    (45	)
Brooksville Quarry, LLC	50.00	%	7,533	14,354	(18	)	(9	)
Total			$  19,168	$  64,890	$   (71	)	$   (54	)
As of September 30, 2015
Riverfront Holdings I, LLC	76.91	%	$  11,517	$   40,970	$   (108	)	$   (105	)
Brooksville Quarry, LLC	50.00	%	7,493	14,336	(80	)	(40	)
Total			19,010	$  55,306	$  (188	)	$   (145	)

The amount of consolidated retained earnings for these joint ventures was $423,000 and $389,000 as of December 31, 2015 and September 30, 2015, respectively.

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

	As of
		12/31/2015	9/30/2015
Cash	$	92	61
Cash held in escrow		644	3,420
Amortizable Debt Costs		1,490	1,593
Investments in real estate, net		62,664	50,232
Total Assets	$	64,890	55,306
Other Liabilities	$	7,432	6,969
Long-term Debt		25,929	17,000
Capital – FRP		19,168	19,010
Capital - Third Parties		12,361	12,327
Total Liabilities and Capital	$	64,890	55,306

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Spin-off

3 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Spin-off

(13) Spin-off. On January 30, 2015, FRP Holdings, Inc. (Nasdaq GM: FRPH) (the “Company” or “FRP”) completed the spin-off of its transportation business into a new, separately traded public company - Patriot Transportation Holding, Inc. (Nasdaq GM: PATI) (“Patriot”) - resulting in FRP becoming a pure real estate company. As a result, the former transportation segment is reported as a discontinued operation without any corporate overhead allocation. Hence, all corporate overhead attributable to the transportation group through the date of the spin-off is included in “corporate expense” on the Company’s historical consolidated income statements.

The results of operations associated with discontinued operations for the three month periods ended December 31, 2015 and 2014 were as follows (in thousands):

	Three Months ended
	December 31,
	2015		2014
Revenue	$	—		31,717
Cost of operations		—		28,965
Operating profit		—		2,752
Interest expense		—		(26	)
Income before income taxes		—		2,726
Provision for income taxes		—		1,063
Income from discontinued  operations	$	—		1,663

The following table presents the carrying value of the major categories of assets and liabilities of discontinued operations reflected on the Company’s consolidated balance sheets at September 30, 2014:

Property and  equipment, net	$	42,174
Accounts receivable, net		7,119
Deferred costs		11,809
Other assets		32
Assets of discontinued operation	$	61,134
Line of credit	$	7,282
Accounts payable and accrued liabilities		11,489
Deferred compensation		717
Deferred income taxes		8,924
Liabilities of discontinued operation	$	28,412

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Port Capital Property Acquisition

3 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Port Capital Property Acquisition

(14) Port Capital Property Acquisition. On October 19, 2015, the Company purchased for approximately $9.9 million, 7700 Port Capital Drive in Elkridge, Maryland which consists of 1 building on 6.39 acres totaling 91,218 square feet plus approximately 29,558 square feet of mezzanine space. The Company has accounted for this acquisition in accordance with the provisions of ASC 805, Business Combinations (ASC 805). The Company has allocated the purchase price of the property, through the use of a third party valuation, based upon the fair value of the assets acquired, consisting of land, buildings and intangible assets, including in-place leases. Based on the third party valuation performed, the purchase price has been allocated to the fair value of the in-place leases.  These deferred leasing intangible assets are recorded within Deferred Costs in the consolidated balance sheets. The value of the in-place lease intangibles will be amortized to amortization expense over the remaining lease terms.

The Company will recognize the amortization related to the Port Capital Drive property intangible assets according to the following schedule (in thousands):

		In-place
		Leases
Initial Values	$	1,126
Annual Amortization:
2016	$	104
2017		114
2018		114
2019		114
2020		114
2021		114
2022		113
2023		113
2024		113
2025		113

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Business Segments (Tables)

3 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Business segments

	Three Months ended
	December 31,
		2015		2014
Revenues:
Asset management	$	6,915		6,757
Mining royalty lands		1,659		1,344
Land development and construction		249		201
	$	8,823		8,302
Operating profit:
Before corporate expenses:
Asset management	$	3,388		3,386
Mining royalty lands		1,525		1,200
Land development and construction		2,419		(528	)
Corporate expenses:
Allocated to asset management		(378	)	(300	)
Allocated to mining royalty		(55	)	(318	)
Allocated to land development and construction		(299	)	(176	)
Unallocated to discontinued operations		—		(919	)
		(732	)	(1,713	)
	$	6,600		2,345
Interest expense:
Asset management	$	481		445
Depreciation, depletion and amortization:
Asset management	$	1,798		1,786
Mining royalty lands		34		31
Land development and construction		64		66
	$	1,896		1,883
Capital expenditures:
Asset management		9,237		905
Mining royalty lands		—		—
Land development and construction		1,302		833
	$	10,539		1,738
		December 30,		September 30,
Identifiable net assets		2015		2015
Asset management	$	159,216		151,023
Mining royalty lands		39,298		39,300
Land development and construction		56,916		60,682
Cash items		1,174		419
Unallocated corporate assets		505		1,054
	$	257,109		252,478

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Long-Term Debt (Tables)

3 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Long-term debt

	December 31,		September 30,
	2015		2015
Revolving credit (uncollateralized)	$	2,928		8,494
5.6% to 7.9% mortgage notes
due in installments through 2027		39,171		40,191
		42,099		48,685
Less portion due within one year		4,247		4,180
	$	37,852		44,505

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Earnings per Share (Tables)

3 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Earnings per share computations

	Three Months ended
	December 31,
	2015		2014
Weighted average common shares outstanding
during the period – shares used for basic
earnings per common share		9,802		9,711
Common shares issuable under share based
payment plans which are potentially dilutive		51		60
Common shares used for diluted
earnings per common share		9,853		9,771
Income from continuing operations	$	7,473		1,131
Discontinued operations		—		1,663
Net income	$	7,473		2,794
Basic earnings per common share:
Income from continuing operations	$	0.76		0.12
Discontinued operations		0.00		0.17
Net income	$	0.76		0.29
Diluted earnings per common share:
Income from continuing operations	$	0.76		0.12
Discontinued operations		0.00		0.17
Net income	$	0.76		0.29

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Stock-Based Compensation Plans (Tables)

3 Months Ended

Dec. 31, 2015

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

Stock Compensation Expense

	Three Months ended
	December 31,
	2015		2014
Stock option grants	$	72		172
Annual director stock award		—		—
	$	72		172

Summary of Stock Activity

				Weighted	Weighted		Weighted
	Number			Average	Average		Average
	of			Exercise	Remaining		Grant Date
Options	Shares			Price	Term (yrs)		Fair Value
Outstanding at
October 1, 2015	305,750		$	21.90	5.9	$	2,738
Granted	21,540		$	31.15		$	272
Exercised	(48,830	)	$	18.43		$	(362	)
Outstanding at
December 31, 2015	278,460		$	23.22	6.2	$	2,648
Exercisable at
December 31, 2015	200,613		$	22.00	5.4	$	1,729
Vested during
three months ended
December 31, 2015	35,596					$	341

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Investment in Riverfront and Brooksville Joint Ventures (Tables)

3 Months Ended

Dec. 31, 2015

Equity Method Investments and Joint Ventures [Abstract]

Investments in Joint Ventures

							The
							Company's
				Total Assets	Net Loss		Share of Net
			Total	of the	of the		Loss of the
	Ownership		Investment	Partnership	Partnership		Partnership
				(Unaudited)	(Unaudited)
As of December 31, 2015
Riverfront Holdings I, LLC	76.91	%	$  11,635	$  50,536	$    (53	)	$    (45	)
Brooksville Quarry, LLC	50.00	%	7,533	14,354	(18	)	(9	)
Total			$  19,168	$  64,890	$   (71	)	$   (54	)
As of September 30, 2015
Riverfront Holdings I, LLC	76.91	%	$  11,517	$   40,970	$   (108	)	$   (105	)
Brooksville Quarry, LLC	50.00	%	7,493	14,336	(80	)	(40	)
Total			19,010	$  55,306	$  (188	)	$   (145	)

Unaudited Financial Information for the Investments in Joint Ventures

	As of
		12/31/2015	9/30/2015
Cash	$	92	61
Cash held in escrow		644	3,420
Amortizable Debt Costs		1,490	1,593
Investments in real estate, net		62,664	50,232
Total Assets	$	64,890	55,306
Other Liabilities	$	7,432	6,969
Long-term Debt		25,929	17,000
Capital – FRP		19,168	19,010
Capital - Third Parties		12,361	12,327
Total Liabilities and Capital	$	64,890	55,306

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Spin-off (Tables)

3 Months Ended

Dec. 31, 2015

Discontinued Operations and Disposal Groups [Abstract]

Discontinued operations results of operations

	Three Months ended
	December 31,
	2015		2014
Revenue	$	—		31,717
Cost of operations		—		28,965
Operating profit		—		2,752
Interest expense		—		(26	)
Income before income taxes		—		2,726
Provision for income taxes		—		1,063
Income from discontinued  operations	$	—		1,663

Discontinued operations balance sheet

		September 30, 2014
Property and  equipment, net	$	42,174
Accounts receivable, net		7,119
Deferred costs		11,809
Other assets		32
Assets of discontinued operation	$	61,134
Line of credit	$	7,282
Accounts payable and accrued liabilities		11,489
Deferred compensation		717
Deferred income taxes		8,924
Liabilities of discontinued operation	$	28,412

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Port Capital Property Acquisition (Tables)

3 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Port Capital Drive intangible asset amortization schedule

		In-place
		Leases
Initial Values	$	1,126
Annual Amortization:
2016	$	104
2017		114
2018		114
2019		114
2020		114
2021		114
2022		113
2023		113
2024		113
2025		113

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Business Segments - Business segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Sep. 30, 2015
Segment Reporting Information [Line Items]
Revenues	$ 8,823	$ 8,302
Operating profit	6,600	2,345
Corporate expenses unallocated to discontinued operations	0	(919)
Interest expense	481	445
Depreciation, depletion and amortization	1,959	1,865
Cash items	1,174		$ 419
Total identifiable net assets	257,109		252,478
Asset Management
Segment Reporting Information [Line Items]
Revenues	6,915	6,757
Operating profit before corporate expenses	3,388	3,386
Allocated corporate expenses	(378)	(300)
Interest expense	481	445
Capital expenditures	9,237	905
Depreciation, depletion and amortization	1,798	1,786
Total identifiable net assets	159,216		151,023
Mining royalty lands
Segment Reporting Information [Line Items]
Revenues	1,659	1,344
Operating profit before corporate expenses	1,525	1,200
Allocated corporate expenses	(55)	(318)
Capital expenditures	0	0
Depreciation, depletion and amortization	34	31
Total identifiable net assets	39,298		39,300
Land Development and Construction
Segment Reporting Information [Line Items]
Revenues	249	201
Operating profit before corporate expenses	2,419	(528)
Allocated corporate expenses	(299)	(176)
Capital expenditures	1,302	833
Depreciation, depletion and amortization	64	66
Total identifiable net assets	56,916		60,682
Corporate
Segment Reporting Information [Line Items]
Total identifiable net assets	505		$ 1,054
Total Segments
Segment Reporting Information [Line Items]
Revenues	8,823	8,302
Operating profit	6,600	2,345
Allocated corporate expenses	(732)	(1,713)
Corporate expenses unallocated to discontinued operations	0	(919)
Interest expense	481	445
Capital expenditures	10,539	1,738
Depreciation, depletion and amortization	$ 1,896	$ 1,883

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Long-term debt (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Sep. 30, 2015
Debt Disclosure [Abstract]
Revolving credit	$ 2,928	$ 8,494
5.6% to 7.9% mortgage notes due in installments through 2027	39,171	40,191
Total debt	42,099	48,685
Less portion due within one year	4,247	4,180
Long-term debt	$ 37,852	$ 44,505

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Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Earnings Per Share [Abstract]
Weighted average common shares outstanding during the period - shares used for basic earnings per common share	9,802	9,711
Common shares issuable under share based payment plans which are potentially dilutive	51	60
Common shares used for diluted earnings per common share	9,853	9,771
Income from continuing operations	$ 7,473	$ 1,131
Discontinued operations	0	1,663
Net income	$ 7,473	$ 2,794
Basic earnings per common share
Income from continuing operations	$ 0.76	$ 0.12
Discontinued operations	0.00	0.17
Net income	0.76	0.29
Diluted earnings per common share
Income from continuing operations	0.76	0.12
Discontinued operations	0.00	0.17
Net income	$ 0.76	$ 0.29

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Summary of Stock Activity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2015 USD ($) Years $ / shares shares	Sep. 30, 2015 USD ($) Years $ / shares shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options outstanding | shares	278,460	305,750
Options granted | shares	21,540
Options exercised | shares	(48,830)
Options outstanding weighted average exercise price | $ / shares	$ 23.22	$ 21.90
Options outstanding weighted average exercise price - Granted | $ / shares	31.15
Options outstanding weighted average exercise price - Exercised | $ / shares	$ 18.43
Options outstanding weighted average remaining term | Years	6.2	5.9
Options outstanding weighted average grant date fair value | $	$ 2,648	$ 2,738
Options granted weighted average grant date fair value | $	272
Options exercised weighted average grant date fair value | $	$ (362)
Options exercisable at December 31, 2015 | shares	200,613
Options exerciseable weighted average exercise price | $ / shares	$ 22.00
Options exerciseable weighted average remaining term | Years	5.4
Options exerciseable weighted average grant date fair value | $	$ 1,729
Options vested during three months ended December 31, 2015 | shares	35,596
Options vested weighted average grant date fair value | $	$ 341

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Stock Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock option grants	$ 72	$ 172
Annual director stock award	0	0
Stock based compensation	$ 72	$ 172

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Investment in Riverfront and Brooksville Joint Ventures (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Sep. 30, 2015
Total Investment	$ 19,168		$ 19,010
Total Assets of the Partnership	64,890		55,306
Net Loss of the Partnership	(71)		(188)
Company's share of Net Loss of the Partnership	$ (54)	$ (30)	$ (145)
Riverfront Holdings I, LLC
Ownership percent	76.91%		76.91%
Total Investment	$ 11,635		$ 11,517
Total Assets of the Partnership	50,536		40,970
Net Loss of the Partnership	(53)		(108)
Company's share of Net Loss of the Partnership	$ (45)		$ (105)
Brooksville Quarry, LLC
Ownership percent	50.00%		50.00%
Total Investment	$ 7,533		$ 7,493
Total Assets of the Partnership	14,354		14,336
Net Loss of the Partnership	(18)		(80)
Company's share of Net Loss of the Partnership	$ (9)		$ (40)

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Summarized Financial Information for Investments in Joint Ventures (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Sep. 30, 2015
Summarized Financial Information For Investments In Joint Ventures Details
Cash	$ 92	$ 61
Cash held in escrow	644	3,420
Amortizable Debt costs	1,490	1,593
Investments in real estate, net	62,664	50,232
Total Assets	64,890	55,306
Other liabilities	7,432	6,969
Long-term debt	25,929	17,000
Capital - FRP	19,168	19,010
Capital - Third parties	12,361	12,327
Total liabilities and capital	$ 64,890	$ 55,306

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Discontinued operations - Discontinued operations results of operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenue	$ 8,823	$ 8,302
Cost of operations	2,223	5,957
Interest expense	(481)	(445)
Provision for income taxes	4,879	722
Income from discontinued operations	0	1,663
Patriot Transportation
Revenue	0	31,717
Cost of operations	0	28,965
Operating profit	0	2,752
Interest expense	0	(26)
Income before income taxes	0	2,726
Provision for income taxes	0	1,063
Income from discontinued operations	$ 0	$ 1,663

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Discontinued operations - Discontinued operations balance sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Sep. 30, 2015	Sep. 30, 2014
Property and equipment, net	$ 215,939	$ 207,205
Deferred costs	7,914	7,449
Other assets	175	275
Line of credit	2,928	8,494
Accounts payable and accrued liabilities	1,809	3,456
Deferred compensation	$ 1,444	$ 1,400
Patriot Transportation
Property and equipment, net			$ 42,174
Accounts receivable, net			7,119
Deferred costs			11,809
Other assets			32
Assets of discontinued operation			61,134
Line of credit			7,282
Accounts payable and accrued liabilities			11,489
Deferred compensation			717
Deferred income taxes			8,924
Liabilities of discontinued operation			$ 28,412

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Port Capital Property Acquisition - Port Capital Drive intangible asset amortization schedule (Details) - Port Capital $ in Thousands	Dec. 31, 2015 USD ($)
Initial Values	$ 1,126
2016	104
2017	114
2018	114
2019	114
2020	114
2021	114
2022	113
2023	113
2024	113
2025	$ 113

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Basis of Presentation (Details Narrative)	3 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Brooksville joint venture owned	50.00%

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Recently Issued Accounting Standards (Details Narrative) $ in Thousands	Dec. 31, 2015 USD ($)
Recently Issued Accounting Standards Details Narrative
Reclass from deferred costs to long-term deferred tax liability	$ 143

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Business Segments (Details Narrative)	3 Months Ended
	Dec. 31, 2015 a Segments
Reportable business segments | Segments	3
Mining royalty lands
Mining royalty lands acres	15,000
Brooksville Quarry, LLC
Mining royalty lands acres	4,280

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Related Party Transactions (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Related Party Transactions [Abstract]
Charges/allocation related to Transition Services Agreement with Patriot	$ 386	$ 794
Charges/allocations related to discontinued operations	$ 0	$ 919

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Long-Term debt (Details Narrative) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2015 USD ($)	Jan. 30, 2015 USD ($)
Lowest interest rate on mortgage notes	5.60%		5.60%
Highest interest rate on mortgage notes	7.90%		7.90%
Carrying amount of mortgage notes payable	$ 39,171		$ 40,191
Fair value of mortgage notes payable	42,325
Capitalized interest	$ 222	$ 321
First Tennessee bank Term Loan
Credit Agreement term years	10
Term loan facility	$ 20,000
Wells Fargo Bank, N.A.
Credit Agreement term years	5
Revolving Credit Agreement	$ 20,000			$ 55,000
Sublimit for standby letters of credit	10,000
Letters of credit issued	2,377
Borrowed under the revolver	2,837			$ 10,483
Available for borrowing	14,786
Tangible net worth covenant	110,000
Available to pay dividends or repurchase stock	$ 79,000
First Tennessee Bank
Credit Agreement term years	5
Revolving Credit Agreement	$ 20,000
Mortgage backed financing	$ 40,000
Revolver conversion to term loan	24 month window
Borrowed under the revolver	$ 91

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Earnings per Share (Details Narrative) - shares	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Earnings Per Share [Abstract]
Anti-dilutive shares	72,090	69,175

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Stock-Based Compensation Plans (Details Narrative) $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2015 USD ($) Years $ / shares shares	Jan. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Shares available for future issuance | shares	397,630
FRP options replacement		75.14%
Patriot options replacement		24.86%
Aggregate intrinsic value of exercisable in-the-money options	$ 2,396
Aggregate intrinsic value of outstanding in-the-money options	$ 2,985
Market close price | $ / shares	$ 33.94
Realized tax benefit from options exercised	$ 270
Total unrecognized compensation cost of options granted but not yet vested	$ 417
Weighted average period for compensation to be recognized | Years	4.0
Gains realized by option holders	$ 698

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Contingent Liabilities (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Sep. 30, 2012
Contingent Liabilities Details Narrative
Cap on environment financial responsibility	$ 1,871
Environmental remediation expense			$ 1,771
Total cost of remediation	1,900
Environmental remediation recovery	$ 3,000	$ 0

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Concentrations (Details Narrative) $ in Thousands	3 Months Ended
	Dec. 31, 2015 USD ($)
Asset Management Top Customer
Customer revenue concentration	12.00%
Mining Top Customer
Customer revenue concentration	13.10%
Accounts receivable concentration	$ 87

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Fair Value Measurements (Details Narrative) $ in Thousands	Dec. 31, 2015 USD ($)
Fair Value Disclosures [Abstract]
Assets measured at fair value on a recurring basis	$ 0
Liabilities measured at fair value on a recurring basis	0
Assets measured at fair value on a non-recurring basis	0
Liabilities measured at fair value on a non-recurring basis	$ 0

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Unusual or Infrequent Items Impacting Quarterly Results (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Spin off related costs		$ 450
Gain on investment land sold	$ 6,286	(17)
Environmental remediation recovery	3,000	$ 0
Windlass Run Phase 2
Gain on investment land sold	$ 6,277

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Investment in Riverfront and Brooksville Joint Ventures (Details Narrative) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 31, 2015 USD ($) a ft²	Dec. 31, 2014 USD ($)	Sep. 30, 2015 USD ($)	Aug. 08, 2014 USD ($)
Capital contributions made	$ 214	$ 135
Company's share of the loss of the joint venture	(54)	$ (30)	$ (145)
Joint Venture consolidated retained earnings	423		$ 389
Riverfront Holdings I, LLC
Value of land contributed	13,500
Cash contributed	$ 4,866
Joint venture percentage stake	76.91%		76.91%
Company's share of the loss of the joint venture	$ (45)		$ (105)
Brooksville Quarry, LLC
Land acreage | a	4,300
Joint venture percentage stake	50.00%		50.00%
FRP land contribution previously leased to Vulcan | a	3,443
Book value of land contribution	$ 2,548
FRP additional contribution for land	$ 3,018
Additional land acquired | a	288
Vulcan land contribution | a	553
Mandatory capital contribution obligation	$ 2,430
Capital contributions made	2,397
Company's share of the loss of the joint venture	$ (9)		$ (40)
Riverfront Holdings I, LLC
Square feet | ft²	300,000
Retail square feet | ft²	18,000
Area of land to develop | a	2.1
Land acreage | a	5.82
Joint venture percentage stake	76.91%
MRP minimum capital contribution	$ 5,553
EB5 Secondary financing				$ 17,000
Nonrecourse construction loan				$ 65,000
Book value of land contribution	$ 6,165

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Port Capital Property Acquisition (Details Narrative) - Port Capital $ in Thousands	Oct. 19, 2015 USD ($) a
Approximate purchase price | $	$ 9,900
Number of buildings	1
Land acreage	6.39
Square feet	91,218
Mezzanine space square feet	29,558