UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
| (Mark One) |
| [ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d)
|
or
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) For the transition period from_________ to _________ |
Commission File Number:
_____________________
(Exact name of registrant as specified in its charter)
_____________________
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||
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.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [_] | Accelerated filer [_] | |
| Smaller reporting company | ||
| Emerging growth company |
||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_]
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 November 9, 2021 | |||||
| Common Stock, $.10 par value per share | shares | |||||
| 1 |
FRP HOLDINGS, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2021
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 Comprehensive Income | 6 | ||||
| Consolidated Statements of Cash Flows | 7 | ||||
| Consolidated Statements of Shareholders’ Equity | 8 | ||||
| Condensed Notes to Consolidated Financial Statements | 9 | ||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 20 | |||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risks | 35 | |||
| Item 4. | Controls and Procedures | 35 | |||
| Part II. Other Information | |||||
|
Item 1A. |
Risk Factors | 35 | |||
| Item 2. | Purchase of Equity Securities by the Issuer | 36 | |||
| Item 6. | Exhibits | 36 | |||
| Signatures | 37 | ||||
| Exhibit 31 | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 39 | |||
| Exhibit 32 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 42 | |||
| 2 |
Preliminary Note Regarding Forward-Looking Statements.
This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by us, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words or phrases “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions identify forward-looking statements. Such statements reflect management’s current views with respect to financial results related to future events and are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ, perhaps materially, from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of this Form 10-K and other factors that might cause differences, some of which could be material, include, but are not limited to: the impact of the Covid-19 Pandemic on our operations and financial results; the possibility that we may be unable to find appropriate investment opportunities; levels of construction activity in the markets served by our mining properties; demand for flexible warehouse/office facilities in the Baltimore-Washington-Northern Virginia area; demand for apartments in Washington D.C., Richmond, Virginia and Greenville, South Carolina; our ability to obtain zoning and entitlements necessary for property development; the impact of lending and capital market conditions on our liquidity, our ability to finance projects or repay our debt; general real estate investment and development risks; vacancies in our properties; risks associated with developing and managing properties in partnership with others; competition; our ability to renew leases or re-lease spaces as leases expire; illiquidity of real estate investments; bankruptcy or defaults of tenants; the impact of restrictions imposed by our credit facility; the level and volatility of interest rates; environmental liabilities; inflation risks; cyber security risks; as well as other risks listed from time to time in our SEC filings, including but not limited to, our annual and quarterly reports. We have no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.
These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events or otherwise. Additional information regarding these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.
| 3 |
PART I. FINANCIAL INFORMATION, ITEM 1. FINANCIAL STATEMENTS
FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited) (In thousands, except share data)
| September 30, 2021 | December 31, 2020 | |||||||
| Assets: | ||||||||
| Real estate investments at cost: | ||||||||
| Land | $ | |||||||
| Buildings and improvements | ||||||||
| Projects under construction | ||||||||
| Total investments in properties | ||||||||
| Less accumulated depreciation and depletion | ||||||||
| Net investments in properties | ||||||||
| Real estate held for investment, at cost | ||||||||
| Investments in joint ventures | ||||||||
| Net real estate investments | ||||||||
| Cash and cash equivalents | ||||||||
| Cash held in escrow | ||||||||
| Accounts receivable, net | ||||||||
| Investments available for sale at fair value | ||||||||
| Federal and state income taxes receivable | ||||||||
| Unrealized rents | ||||||||
| Deferred costs | ||||||||
| Other assets | ||||||||
| Total assets | $ | |||||||
| Liabilities: | ||||||||
| Secured notes payable | $ | |||||||
| Accounts payable and accrued liabilities | ||||||||
| Other liabilities | ||||||||
| Deferred revenue | ||||||||
| Deferred income taxes | ||||||||
| Deferred compensation | ||||||||
| Tenant security deposits | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Equity: | ||||||||
|
Common stock, $ par value shares authorized, and shares issued and outstanding, respectively |
||||||||
| Capital in excess of par value | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive income, net | ||||||||
| Total shareholders’ equity | ||||||||
| Noncontrolling interest MRP | ||||||||
| Total equity | ||||||||
| Total liabilities and shareholders’ equity | $ | |||||||
See accompanying notes.
| 4 |
FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||||||
| SEPTEMBER 30, | SEPTEMBER 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenues: | ||||||||||||||||
| Lease revenue | $ | |||||||||||||||
| Mining lands lease revenue | ||||||||||||||||
| Total Revenues | ||||||||||||||||
| Cost of operations: | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Property taxes | ||||||||||||||||
| Management company indirect | ||||||||||||||||
| Corporate expenses | ||||||||||||||||
| Total cost of operations | ||||||||||||||||
| Total operating profit | ||||||||||||||||
| Net investment income, including realized gains of $ |
||||||||||||||||
| Interest expense | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Equity in loss of joint ventures | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Gain on remeasurement of investment in real estate partnership | ||||||||||||||||
| Gain on sale of real estate | ||||||||||||||||
| Income before income taxes | ||||||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) | ( |
) | ||||||||||||||
| Gain (loss) attributable to noncontrolling interest | ( |
) | ( |
) | ( |
) | ||||||||||
| Net income attributable to the Company | $ | |||||||||||||||
| Earnings per common share: | ||||||||||||||||
| Net income attributable to the Company- | ||||||||||||||||
| Basic | $ | |||||||||||||||
| Diluted | $ | |||||||||||||||
| Number of shares (in thousands) used in computing: | ||||||||||||||||
| -basic earnings per common share | ||||||||||||||||
| -diluted earnings per common share | ||||||||||||||||
See accompanying notes.
| 5 |
FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands except per share amounts)
(Unaudited)
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||||||
| SEPTEMBER 30, | SEPTEMBER 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net income (loss) | $ | ( |
) | |||||||||||||
| Other comprehensive income net of tax: | ||||||||||||||||
| Minimum pension liability, net of income tax effect of $ |
||||||||||||||||
| Unrealized gain (loss) on investments sale, net of income tax effect of $( |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Comprehensive income (loss) | $ | ( |
) | |||||||||||||
| Less comp. income attributable to Noncontrolling interest | $ | ( |
) | ( |
) | ( |
) | |||||||||
| Comprehensive income attributable to the Company | $ | |||||||||||||||
See accompanying notes
| 6 |
FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(In thousands) (Unaudited)
| 2021 | 2020 | ||||||||
| Cash flows from operating activities: | |||||||||
| Net income | $ | ||||||||
| Adjustments to reconcile net income to net cash provided by continuing operating activities: | |||||||||
| Depreciation, depletion and amortization | |||||||||
| Deferred income taxes | |||||||||
| Equity in loss of joint ventures | |||||||||
| Gain on remeasurement of invest in real estate partnership | ( |
) | |||||||
| Gain on sale of equipment and property | ( |
) | ( |
) | |||||
| Stock-based compensation | |||||||||
| Realized gain on available for sale investments | ( |
) | |||||||
| Net changes in operating assets and liabilities: | |||||||||
| Accounts receivable | ( |
) | |||||||
| Deferred costs and other assets | ( |
) | |||||||
| Accounts payable and accrued liabilities | ( |
) | |||||||
| Income taxes payable and receivable | ( |
) | |||||||
| Other long-term liabilities | |||||||||
| Net cash provided by operating activities | |||||||||
| Cash flows from investing activities: | |||||||||
| Investments in properties | ( |
) | ( |
) | |||||
| Investments in joint ventures | ( |
) | ( |
) | |||||
| Return of capital from investments in joint ventures | |||||||||
| Purchases of investments available for sale | ( |
) | |||||||
| Proceeds from sales of investments available for sale | |||||||||
| Cash at consolidation of real estate partnership | |||||||||
| Proceeds from the sale of assets | |||||||||
| Cash held in escrow | ( |
) | |||||||
| Net cash provided by investing activities | |||||||||
| Cash flows from financing activities: | |||||||||
| Proceeds from long-term debt | |||||||||
| Repayment of long-term debt | ( |
) | |||||||
| Debt issue costs | ( |
) | |||||||
| Distribution to noncontrolling interest | ( |
) | ( |
) | |||||
| Repurchase of company stock | ( |
) | ( |
) | |||||
| Exercise of employee stock options | |||||||||
| Net cash used in financing activities | ( |
) | ( |
) | |||||
| Net increase in cash and cash equivalents | |||||||||
| Cash and cash equivalents at beginning of year | |||||||||
| Cash and cash equivalents at end of the period | $ | ||||||||
See accompanying notes.
| 7 |
FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(In thousands, except share amounts)
| Accumulated | Total | ||||||||||||||||||||||||||||||
| Capital in | Other Comp- | Share | Non- | ||||||||||||||||||||||||||||
| Common Stock | Excess of | Retained | rehensive | holders’ | Controlling | Total | |||||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Income, net | Equity | Interest | Equity | ||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Stock option grant compensation | — | ||||||||||||||||||||||||||||||
| Restricted stock compensation | — | ||||||||||||||||||||||||||||||
| Net income | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Distributions to partners | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Unrealized loss on investment, net | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
| Balance at September 30, 2021 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Stock option grant compensation | — | ||||||||||||||||||||||||||||||
| Restricted stock compensation | — | ||||||||||||||||||||||||||||||
| Shares granted to Employees | |||||||||||||||||||||||||||||||
| Restricted stock award | ( |
) | |||||||||||||||||||||||||||||
| Shares granted to Directors | |||||||||||||||||||||||||||||||
| Exercise of stock options | |||||||||||||||||||||||||||||||
| Shares purchased and cancelled | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
| Contributions from partners | — | ||||||||||||||||||||||||||||||
| Net income | — | ||||||||||||||||||||||||||||||
| Distributions to partners | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Unrealized loss on investment, net | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
| Balance at September 30, 2021 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Balance at June 30, 2020 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Stock option grant compensation | — | ||||||||||||||||||||||||||||||
| Restricted stock compensation | — | ||||||||||||||||||||||||||||||
| Shares purchased and cancelled | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
| Net income | — | ( |
) | ||||||||||||||||||||||||||||
| Distributions to partners | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Minimum pension liability, net | — | ||||||||||||||||||||||||||||||
| Unrealized gain on investment, net | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
| Balance at September 30, 2020 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Balance at December 31, 2019 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Stock option grant compensation | — | ||||||||||||||||||||||||||||||
| Restricted stock compensation | — | ||||||||||||||||||||||||||||||
| Shares granted to Employees | |||||||||||||||||||||||||||||||
| Shares granted to Directors | |||||||||||||||||||||||||||||||
| Restricted stock award | ( |
) | |||||||||||||||||||||||||||||
| Shares purchased and cancelled | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
| Net income | — | ( |
) | ||||||||||||||||||||||||||||
| Distributions to partners | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Minimum pension liability, net | — | ||||||||||||||||||||||||||||||
| Unrealized loss on investment, net | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
| Balance at September 30, 2020 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| 8 |
FRP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
(1) Description of Business and Basis of Presentation.
FRP Holdings, Inc. is a holding company engaged in various real estate businesses, namely (i) mining royalty land ownership and leasing, (ii) land acquisition, entitlement and development primarily for future warehouse/office or residential building construction, (iii) ownership, leasing, and management of residential apartment buildings, and (iv) warehouse/office building ownership, leasing and management.
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”), Riverfront Investment Partners I, LLC, and commencing March 31, 2021 also Riverfront Investment Partners II, LLC (See Note 12). Our investment in the Brooksville joint venture, BC FRP Realty joint venture, Riverfront Investment Partners II, LLC prior to March 31, 2021, Bryant Street Partnerships, 1800 Half Street and Greenville/Woodfield are accounted for under the equity method of accounting (See Note 11). Our ownership of Riverfront Investment Partners I, LLC and Riverfront Investment Partners II, LLC includes a non-controlling interest representing the ownership of our partner. The Company uses the cost method to account for its investment in DST Hickory Creek because it does not have significant influence over operating and financial policies.
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 nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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 December 31, 2020.
(2) Recently Issued Accounting Standards.
None.
(3) Business Segments.
The Company is reporting its financial performance
based on
The Asset Management segment owns, leases and manages
commercial properties. The flex/office warehouses in the Asset Management Segment were sold and reclassified to discontinued operations
leaving only
| 9 |
Our Mining Royalty Lands segment owns several properties
comprising approximately
Through our Development segment, we own and are continuously assessing for their highest and best use for several parcels of land that are in various stages of development. Our overall strategy in this segment is to convert all of our non-income producing lands into income production through (i) an orderly process of constructing new buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties. Additionally, our Development segment will form joint ventures on new developments of land not previously owned by the Company.
The Stabilized Joint Venture segment includes joint ventures which own, lease and manage buildings that have met our initial lease up criteria. Two of our two joint ventures in the segment, Riverfront Investment Partners I, LLC (“Dock 79”) and Riverfront Investment Partners II, LLC (“The Maren”) are consolidated. The Maren was consolidated effective March 31, 2021 and prior periods are still reflected under the equity method. The ownership of Dock 79 and The Maren (commencing March 31, 2021) attributable to our partner MidAtlantic Realty Partners, LLC (MRP) is reflected on our consolidated balance sheet as a noncontrolling interest. Such noncontrolling interests are reported on the Consolidated Balance Sheets within equity but separately from shareholders' equity. On the Consolidated Statements of Income, all of the revenues and expenses from Dock 79 are reported in net income, including both the amounts attributable to the Company and the noncontrolling interest. The Maren is reflected in Equity in loss of joint ventures on the Consolidated Statements of Income for the periods up to March 31, 2021 but is reflected like Dock 79 for periods commencing April 1, 2021. The amounts of consolidated net income attributable to the noncontrolling interest is clearly identified on the accompanying Consolidated Statements of Income.
Operating results and certain other financial data for the Company’s business segments are as follows (in thousands):
| Three Months ended | Nine Months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenues: | ||||||||||||||||
| Asset management | $ | |||||||||||||||
| Mining royalty lands | ||||||||||||||||
| Development | ||||||||||||||||
| Stabilized Joint Venture | ||||||||||||||||
| Operating profit (loss): | ||||||||||||||||
| Before corporate expenses: | ||||||||||||||||
| Asset management | $ | |||||||||||||||
| Mining royalty lands | ||||||||||||||||
| Development | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Stabilized Joint Venture | ( |
) | ( |
) | ||||||||||||
| Operating profit before corporate expenses | ||||||||||||||||
| Corporate expenses: | ||||||||||||||||
| Allocated to asset management | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Allocated to mining royalty lands | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Allocated to development | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Allocated to stabilized joint venture | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total corporate expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| $ | ||||||||||||||||
| Interest expense | $ | |||||||||||||||
| 10 |
| Depreciation, depletion and amortization: | ||||||||||||||||
| Asset management | $ | |||||||||||||||
| Mining royalty lands | ||||||||||||||||
| Development | ||||||||||||||||
| Stabilized Joint Venture | ||||||||||||||||
| $ | ||||||||||||||||
| Capital expenditures: | ||||||||||||||||
| Asset management | $ | |||||||||||||||
| Mining royalty lands | ||||||||||||||||
| Development | ||||||||||||||||
| Stabilized Joint Venture | ||||||||||||||||
| $ |
| September 30, | December 31, | |||||||
| Identifiable net assets | 2021 | 2020 | ||||||
| Asset management | $ | |||||||
| Mining royalty lands | ||||||||
| Development | ||||||||
| Stabilized Joint Venture | ||||||||
| Investments available for sale at fair value | ||||||||
| Cash items | ||||||||
| Unallocated corporate assets | ||||||||
| $ |
(4) Related Party Transactions.
The Company is a party to a Transition Services Agreement which resulted from our January 30, 2015 spin-off of Patriot Transportation Holding, Inc. (Patriot). The Transition Services Agreement sets forth the terms on which Patriot will provide to FRP certain services that were shared prior to the Spin-off, including the services of certain shared executive officers. The boards of the respective companies amended and extended this agreement for one year effective April 1, 2021.
The consolidated statements of income reflect
charges and/or allocation from Patriot for these services of $
To determine these allocations between FRP and Patriot as set forth in the Transition Services Agreement, we employ an allocation method to allocate said expenses and thus we believe that the allocations to FRP are a reasonable approximation of the costs related to FRP’s operations, but any such related-party transactions cannot be presumed to be carried out on an arm’s-length basis.
(5) Long-Term Debt.
The Company’s Outstanding Debt, net of unamortized debt issuance costs, consisted of the following (in thousands):
| September 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Fixed rate mortgage loans, 3.03% interest only, matures 4/1/2033 | $ | |||||||
| Credit agreement | ||||||||
| $ | ||||||||
| 11 |
On February 6, 2019, the Company entered
into a First Amendment to the 2015 Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”),
effective February 6, 2019. The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo dated January 30,
2015. The Credit Agreement establishes a -year revolving credit facility with a maximum facility amount of $
On November 17, 2017, Dock 79 borrowed a
principal sum of $
Effective March 31, 2021, the Company consolidated the assets (at current fair value), liabilities and operating results of our Riverfront Investment Partners II, LLC partnership (“The Maren”) which was previously accounted for under the equity method. As such the full amount of our mortgage loan was recorded in the consolidated financial statements.
On March 19, 2021, the Company refinanced
Dock 79 and The Maren projects pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity
Association of America, LLC. Dock 79 and The Maren borrowed principal sums of $
Debt cost amortization of $
The Company was in compliance with
| 12 |
| Three Months ended | Nine Months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Weighted average common shares outstanding during the period – shares used for basic earnings per common share | ||||||||||||||||
| Common shares issuable under share-based payment plans which are potentially dilutive | ||||||||||||||||
| Common shares used for diluted earnings per common share | ||||||||||||||||
| Net income attributable to the Company | $ | |||||||||||||||
| Earnings per common share: | ||||||||||||||||
| -basic | $ | |||||||||||||||
| -diluted | $ | |||||||||||||||
For the nine months ended September 30, 2021, shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2020, and shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
During the first nine months of 2021 the Company repurchased shares at an average cost of $. During the first nine months of 2020 the Company repurchased shares at an average cost of $.
The Company has
The Company utilizes the Black-Scholes valuation model for estimating fair value of stock compensation for options awarded to officers and employees. Each grant is evaluated based upon assumptions at the time of grant. The assumptions were dividend yield, expected volatility between % and %, risk-free interest rate of % to % and expected life of to years.
The dividend yield of is based on the fact that the Company does not pay cash dividends and has no present intention to pay cash dividends. Expected volatility is estimated based on the Company’s historical experience over a period equivalent to the expected life in years. The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate at the date of grant with a term consistent with the expected life of the options granted. The expected life calculation is based on the observed and expected time to exercise options by the employees.
In January 2021, shares of restricted stock were granted to employees that will vest over the next . In January 2021, shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next . In March 2020, shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next . The number of common shares available for future issuance was at September 30, 2021. In March 2021 and March 2020, and shares of stock, respectively, were granted to employees rather than stock options as in prior years.
| 13 |
| Three Months ended | Nine Months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Stock option grants | $ | |||||||||||||||
| Restricted stock awards | ||||||||||||||||
| Employee stock grant | ||||||||||||||||
| Annual director stock award | ||||||||||||||||
| $ | ||||||||||||||||
| Weighted | Weighted | Weighted | ||||||||||||
| Number | Average | Average | Average | |||||||||||
| Of | Exercise | Remaining | Grant Date | |||||||||||
| Options | Shares | Price | Term (yrs) | Fair Value(000's) | ||||||||||
| Outstanding at December 31, 2020 | $ | $ | ||||||||||||
| Exercised | ( |
) | $ | $ | ( |
) | ||||||||
| Outstanding at September 30, 2021 | $ | $ | ||||||||||||
| Exercisable at September 30, 2021 | $ | $ | ||||||||||||
|
Vested during nine months ended September 30, 2021 |
$ | |||||||||||||
The aggregate intrinsic value of exercisable in-the-money options was $ and the aggregate intrinsic value of outstanding in-the-money options was $ based on the market closing price of $ on September 30, 2021 less exercise prices.
The unrecognized compensation cost of options granted to FRP employees but not yet vested as of September 30, 2021 was $, which is expected to be recognized over a weighted-average period of .
Gains of $ were realized by option holders during the nine months ended September 30, 2021.
| Weighted | Weighted | Weighted | ||||||||||||
| Number | Average | Average | Average | |||||||||||
| Of | Exercise | Remaining | Grant Date | |||||||||||
| Restricted stock | Shares | Price | Term (yrs) | Fair Value(000's) | ||||||||||
| Non-vested at December 31, 2020 | $ | $ | ||||||||||||
| Time-based awards granted | ||||||||||||||
| Performance-based awards granted | ||||||||||||||
| Non-vested at September 30, 2021 | $ | $ | ||||||||||||
Total compensation cost of restricted stock granted but not yet vested as of September 30, 2021 was $ which is expected to be recognized over a weighted-average period of .
| 14 |
(8) Contingent Liabilities.
The Company may be involved in litigation on a number of matters and is 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. In the opinion of management, none of these matters are expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.
The Company is subject to numerous environmental laws and regulations. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that previous environmental studies with respect to its properties have revealed all potential environmental contaminants; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the properties will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.
As of September 30, 2021, there was $
(9) Concentrations.
The mining royalty lands segment has a total
of
(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.
At September 30, 2021, the Company was invested
in
At September 30, 2021 and 2020, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents and revolving credit approximate their fair value based upon the short-term nature of these items.
The fair values of the Company’s other
mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities. At September
30, 2021, the carrying amount and fair value of such other long-term debt was $
| 15 |
(11) Investments in Joint Ventures.
The Company has investments in joint ventures, primarily with other real estate developers. Joint ventures where FRP is not the primary beneficiary are reflected in the line “Investment in joint ventures” on the balance sheet and “Equity in loss of joint ventures” on the income statement. The assets of these joint ventures are restricted to use by the joint ventures and their obligations can only be settled by their assets or additional contributions by the partners.
The following table summarizes the Company’s Investments in unconsolidated joint ventures (in thousands):
| The | |||||||||||||||
| Company's | |||||||||||||||
| Share of Profit | |||||||||||||||
| Common | Total | Total Assets of | Profit (Loss) | (Loss) of the | |||||||||||
| Ownership | Investment | The Partnership | Of the Partnership | Partnership (1) | |||||||||||
| As of September 30, 2021 | |||||||||||||||
| Brooksville Quarry, LLC | % | $ | ( |
) | ( |
) | |||||||||
| BC FRP Realty, LLC | % | ( |
) | ( |
) | ||||||||||
| Riverfront Holdings II, LLC (1) | ( |
) | ( |
) | |||||||||||
| Bryant Street Partnerships | % | ( |
) | ( |
) | ||||||||||
| Hyde Park | |||||||||||||||
| DST Hickory Creek | % | ( |
) | ||||||||||||
| Amber Ridge Loan | |||||||||||||||
| 1800 Half St. Owner, LLC | % | ||||||||||||||
| Greenville/Woodfield Partnerships | % | ( |
) | ( |
) | ||||||||||
| Total | $ | ( |
) | ( |
) | ||||||||||
|
|
|||||||||||||||
|
|
The | ||||||||||||||
| Company's | |||||||||||||||
| Share of Profit | |||||||||||||||
| Common | Total | Total Assets of | Profit (Loss) | (Loss) of the | |||||||||||
| Ownership | Investment | The Partnership | Of the Partnership | Partnership (1) | |||||||||||
| As of December 31, 2020 | |||||||||||||||
| Brooksville Quarry, LLC | % | $ | ( |
) | ( |
) | |||||||||
| BC FRP Realty, LLC | % | ( |
) | ( |
) | ||||||||||
| Riverfront Holdings II, LLC | % | ( |
) | ( |
) | ||||||||||
| Bryant Street Partnerships | % | ( |
) | ( |
) | ||||||||||
| Hyde Park | |||||||||||||||
| DST Hickory Creek | % | ( |
) | ||||||||||||
| Amber Ridge Loan | |||||||||||||||
| 1800 Half St. Owner, LLC | % | ||||||||||||||
| Greenville/Woodfield Partnerships | % | ||||||||||||||
| Total | $ | ( |
) | ( |
) | ||||||||||
| (1): |
The Major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of September 30, 2021 are summarized in the following two tables (in thousands):
| 16 |
| As of September 30, 2021 | Total | ||||||||||||||||||||||
| Riverfront | Bryant Street | DST Hickory | 1800 Half St. | Greenville/ | Apartment/ | ||||||||||||||||||
| Holdings II, LLC | Partnership | Creek | Partnership | Woodfield | Mixed Use | ||||||||||||||||||
| Investments in real estate, net | $ | $ | |||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| Unrealized rents & receivables | |||||||||||||||||||||||
| Deferred costs | |||||||||||||||||||||||
| Total Assets | $ | $ | |||||||||||||||||||||
|
| |||||||||||||||||||||||
| Secured notes payable | $ | $ | |||||||||||||||||||||
| Other liabilities | |||||||||||||||||||||||
| Capital - FRP | |||||||||||||||||||||||
| Capital – Third Parties | |||||||||||||||||||||||
| Total Liabilities and Capital | $ | $ | |||||||||||||||||||||
| As of September 30, 2021 | |||||||||||||||||||||||
| Brooksville | BC FRP | Amber Ridge | Apartment/ | Grand | |||||||||||||||||||
| Quarry, LLC | Realty, LLC | Hyde Park | Loan | Mixed Use | Total | ||||||||||||||||||
| Investments in real estate, net. | $ | $ | |||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| Unrealized rents & receivables | |||||||||||||||||||||||
| Deferred costs | |||||||||||||||||||||||
| Total Assets | $ | $ | |||||||||||||||||||||
| Secured notes payable | $ | $ | |||||||||||||||||||||
| Other liabilities | |||||||||||||||||||||||
| Capital - FRP | |||||||||||||||||||||||
| Capital - Third Parties | |||||||||||||||||||||||
| Total Liabilities and Capital | $ | $ | |||||||||||||||||||||
The Company’s capital recorded by the unconsolidated
Joint Ventures is $
The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of December 31, 2020 are summarized in the following two tables (in thousands):
| As of December 31, 2020 | Total | ||||||||||||||||||||||
| Riverfront | Bryant Street | DST Hickory | 1800 Half St. | Greenville/ | Apartment/ | ||||||||||||||||||
| Holdings II, LLC | Partnership | Creek | Partnership | Woodfield | Mixed Use | ||||||||||||||||||
| Investments in real estate, net | $ | $ | |||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| Unrealized rents & receivables | |||||||||||||||||||||||
| Deferred costs | |||||||||||||||||||||||
| Total Assets | $ | $ | |||||||||||||||||||||
|
| |||||||||||||||||||||||
| Secured notes payable | $ | $ | |||||||||||||||||||||
| Other liabilities | |||||||||||||||||||||||
| Capital - FRP | |||||||||||||||||||||||
| Capital - Third Parties | |||||||||||||||||||||||
| Total Liabilities and Capital | $ | $ | |||||||||||||||||||||
| 17 |
| As of December 31, 2020 | |||||||||||||||||||||||
| Brooksville | BC FRP | Amber Ridge | Apartment/ | Grand | |||||||||||||||||||
| Quarry, LLC | Realty, LLC | Hyde Park | Loan | Mixed Use | Total | ||||||||||||||||||
| Investments in real estate, net. | $ | $ | |||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| Unrealized rents & receivables | |||||||||||||||||||||||
| Deferred costs | |||||||||||||||||||||||
| Total Assets | $ | $ | |||||||||||||||||||||
| Secured notes payable | $ | $ | |||||||||||||||||||||
| Other liabilities | |||||||||||||||||||||||
| Capital - FRP | |||||||||||||||||||||||
| Capital - Third Parties | |||||||||||||||||||||||
| Total Liabilities and Capital | $ | $ | |||||||||||||||||||||
The amount of consolidated retained earnings (accumulated
deficit) for these joint ventures was $(
The income statements of the Bryant Street Partnerships are as follows (in thousands):
| Bryant Street | Bryant Street | |||||||
| Partnerships | Partnerships | |||||||
| Total JV | Company Share | |||||||
| Nine Months ended | Nine Months ended | |||||||
| September 30, | September 30, | |||||||
| 2021 | 2021 | |||||||
| Revenues: | ||||||||
| Rental Revenue | $ | $ | ||||||
| Revenue – other | ||||||||
| Total Revenues | ||||||||
| Cost of operations: | ||||||||
| Depreciation and amortization | ||||||||
| Operating expenses | ||||||||
| Property taxes | ||||||||
| Total cost of operations | ||||||||
| Total operating profit | ( |
) | ( |
) | ||||
| Interest expense | ( |
) | ( |
) | ||||
| Net loss before tax | ( |
) | ( |
) | ||||
(12) Consolidation of Riverfront Investment Partners II, LLC. Riverfront Holdings II, LLC.
On May 4, 2018, the Company and MRP Realty formed
a Joint Venture to develop the second phase only of the four phase master development known as Riverfront on the Anacostia in Washington,
D.C. The purpose of the Joint Venture is to develop and own a
| 18 |
joint venture and oversees and controls the day-to-day operations of the project.
In March 2021, Phase II (The Maren) reached stabilization.
Stabilization in this case means
Reaching stabilization results in a change of control
for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary. As such,
beginning March 31, 2021, the Company consolidated the assets (at fair value), liabilities and operating results of the joint venture.
This consolidation resulted in a gain on remeasurement of investment in real estate partnership of $
| As of March 31, 2021 | ||||||||||||||||
| Riverfront | Gain on | |||||||||||||||
| Holdings II, LLC | Remeasurement | Revised | ||||||||||||||
| Land | $ | $ | $ | |||||||||||||
| Building and improvements, net | ||||||||||||||||
| Project under construction | ||||||||||||||||
| Value of leases in place | ||||||||||||||||
| Cash | ||||||||||||||||
| Cash held in escrow | ||||||||||||||||
| Accounts receivable | ||||||||||||||||
| Prepaid expenses | ||||||||||||||||
| Total Assets | $ | $ | $ | |||||||||||||
| Long-term Debt | $ | $ | $ | |||||||||||||
| Amortizable debt costs | ( |
) | ( |
) | ||||||||||||
| Other liabilities | ||||||||||||||||
| Equity – FRP | ||||||||||||||||
| Equity - MRP | ||||||||||||||||
| Total Liabilities and Capital | $ | $ | $ | |||||||||||||
(13) Subsequent Event.
On October 8, 2021, the Company entered into a loan
agreement with a Baltimore developer to be the principal capital source of a residential development venture in Harford County, Maryland
to be known as “Aberdeen Station.” We have committed up to $
| 19 |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our annual report on Form 10-K. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including the risks and uncertainties described in “Forward-Looking Statements” below and “Risk Factors” on page 5 of our annual report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this quarterly report on Form 10-Q, unless required by law.
The following discussion includes a non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission to supplement the financial results as reported in accordance with GAAP. The non-GAAP financial measure discussed is net operating income (NOI). The Company uses this metric to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. This measure is not, and should not be viewed as, a substitute for GAAP financial measures. Refer to “Non-GAAP Financial Measure” below in this quarterly report for a more detailed discussion, including reconciliations of this non-GAAP financial measure to its most directly comparable GAAP financial measure.
Business Overview - FRP Holdings, Inc. is a real estate development, asset management and operating company businesses. Our properties are located in the Mid-Atlantic and southeastern United States and consist of:
Lands leased to mining companies, some of which will have second lives as development properties;
Residential apartments in Washington, D.C.;
Warehouse or office properties in the Mid-Atlantic states either existing or under development;
Mixed use properties under development in Washington, D.C. or Greenville, South Carolina; and
Properties held for sale.
We believe our present capital structure, liquidity and land provide us with years of opportunities to increase recurring revenue and long-term value for our shareholders. We intend to focus on our core business activity of real estate development, asset management and operations. We are developing a broad range of asset types that we believe will provide acceptable rates of return, grow recurring revenues and support future business. Capital commitments will be funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. We do not anticipate immediate benefits from investments. Timing of projects may be subject to delays caused by factors beyond our control.
Reportable Segments
We conduct primarily all of our business in the following four reportable segments: (1) asset management (2) mining royalty lands (3) development and (4) stabilized joint ventures. For more information regarding our reportable segments, see Note 3. Business Segments of our condensed consolidated financial statements included in this quarterly report.
| 20 |
Asset Management Segment.
The Asset Management segment owns, leases and manages commercial properties. 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.
As of September 30, 2021, the Asset Management Segment owned three commercial properties in fee simple as follows:
1) 34 Loveton Circle in suburban Baltimore County, Maryland consists of one office building totaling 33,708 square feet which is 95.1% occupied (16% of the space is occupied by the Company for use as our Baltimore headquarters). The property is subject to commercial leases with various tenants.
2) 155 E. 21st Street in Duval County, Florida was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018.
3) Cranberry Run Business Park in Hartford County, Maryland consists of five office buildings totaling 267,737 square feet which are 68.6% occupied and 96.6% leased. The property is subject to commercial leases with various tenants.
Management focuses on several factors to measure our success on a comparative basis in this segment. The major factors we focus on are (1) net operating income growth, (2) growth in occupancy, (3) 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), (4) tenant retention success rate (as a percentage of total square feet to be renewed), (5) building and refurbishing assets to meet Class A and Class B institutional grade classifications, and (6) reducing complexities and deferred capital expenditures to maximize sale price.
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 (excluding the 4,280 acres owned by 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 minimum annual rental amount. We believe strongly in the potential for future growth in construction in Florida, Georgia, and Virginia which would positively benefit our profitability in this segment. Our mining properties had estimated remaining reserves of 506 million tons as of December 31, 2020, after a total of 8.5 million tons were consumed in 2020.
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 entirely 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, Cemex, Argos and The Concrete Company.
Additionally, these locations provide us with opportunities for valuable “second lives” for these assets through proper land planning and entitlement.
| 21 |
Significant “2nd 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 | 1,907 +/- | Approval in place for 105, 1 acre, waterfront residential lots after mining completed. |
| Total | 6,187 +/- |
Development Segment.
Through our Development segment, we own and are continuously monitoring for their “highest and best use” several parcels of land that are in various stages of development. Our overall strategy in this segment is to convert all our non-income producing lands into income production through (i) an orderly process of constructing new commercial and residential buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties. Additionally, our Development segment will purchase or form joint ventures on new developments of land not previously owned by the Company.
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.
Development Segment – Warehouse/Office Land.
At September 30, 2021, this segment owned the following development parcels:
| 1) | 14 acres of horizontally developed land with 247,995 square feet in three industrial buildings under construction at Hollander 95 Business Park in Baltimore City, Maryland. |
| 2) | 55 acres of land that will be capable of supporting over 625,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, Maryland. |
| 3) | 17 acres of land in Harford County, Maryland that will support 250,000 square feet of industrial development. |
We also have three properties that were either spun-off to us from Florida Rock Industries in 1986 or acquired by us from unrelated third parties. These 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 mature.
Development Segment - Significant Investment Lands Inventory:
| Location | Approx. Acreage | Status |
NBV |
| Riverfront on the Anacostia Phases III-IV | 2.5 | Conceptual design program ongoing | $6,126,000 |
| Hampstead Trade Center, MD | 73 | Residential zoning applied for in preparation for sale | $9,545,000 |
| Square 664E, on the Anacostia River in DC | 2 | Under lease to Vulcan Materials as a concrete batch plant through 2026 | $7,719,000 |
| Total | 77.5 | $23,390,000 |
| 22 |
Development Segment - Investments in Joint Ventures
The third leg of our Development Segment consists of investments in joint ventures for properties in development. The Company has investments in joint ventures, primarily with other real estate developers which are summarized below:
| Property | JV Partner | Status |
% Ownership |
| Brooksville Quarry, LLC near Brooksville, Florida | Vulcan Materials Company | Future planned residential development of 3,500 acres which are currently subject to mining lease | 50% |
| BC FRP Realty, LLC for 35 acres in Maryland | St John Properties | Development of 329,000 square feet multi-building business park in progress | 50% |
| Bryant Street Partnerships for 5 acres of land in Washington, D.C. | MRP Realty | Mixed-use development with 487 residential units and 85,681 square feet of retail partially completed | 61.36% |
| Hyde Park residential development in Essexshire, MD | Property sold, $3.5 million investment in exchange for an interest rate of 10% and a preferred return of 20% | Financing | |
| Amber Ridge residential development in Prince George’s County, Maryland | $18.5 million in exchange for an interest rate of 10% and a preferred return of 20% after which the Company is also entitled to a portion of proceeds from sale | Financing | |
| 1800 Half Street property in Buzzard Point area of Washington, D.C. | MRP Realty | Construction of ten-story structure with 344 apartments and 11,246 square feet of ground floor retail underway | 61.37% |
| .408 Jackson property in Greenville, SC | Woodfield Development | Construction of mixed-use project with 227 multifamily units and 4,700 square feet of retail space began in May 2020 | 40% |
| Riverside property 1430 Hampton Avenue, Greenville, SC | Woodfield Development | Construction of 200-unit apartment project began in February 2020 | 40% |
Joint ventures where FRP is not the primary beneficiary are reflected in the line “Investment in joint ventures” on the balance sheet and “Equity in loss of joint ventures” on the income statement. The following table summarizes the Company’s investments in unconsolidated joint ventures (in thousands):
| The | |||||||||||||||
| Company's | |||||||||||||||
| Share of Profit | |||||||||||||||
| Common | Total | Total Assets of | Profit (Loss) | (Loss) of the | |||||||||||
| Ownership | Investment | The Partnership | Of the Partnership | Partnership (1) | |||||||||||
| As of September 30, 2021 | |||||||||||||||
| Brooksville Quarry, LLC | 50.00 | % | $ | 7,463 | 14,332 | (66 | ) | (32 | ) | ||||||
| BC FRP Realty, LLC | 50.00 | % | 5,454 | 22,612 | (227 | ) | (113 | ) | |||||||
| RiverFront Holdings II, LLC (1) | — | — | (760 | ) | (628 | ) | |||||||||
| Bryant Street Partnerships | 61.36 | % | 59,899 | 201,144 | (3,566 | ) | (3,234 | ) | |||||||
| Hyde Park | — | — | — | — | |||||||||||
| DST Hickory Creek | 26.65 | % | 6,000 | 46,560 | (325 | ) | 257 | ||||||||
| Amber Ridge Loan | 12,471 | 12,471 | — | — | |||||||||||
| 1800 Half St. Owner, LLC | 61.37 | % | 38,456 | 76,829 | 19 | 25 | |||||||||
| Greenville/Woodfield Partnerships | 40.00 | % | 16,232 | 80,476 | (680 | ) | (272 | ) | |||||||
| Total | $ | 145,975 | 454,424 | (5,605 | ) | (3,997 | ) | ||||||||
| 23 |
(1) Riverfront Holdings II, LLC was consolidated on March 31, 2021, and reflected in Stabilized Joint Ventures.
The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of September 30, 2021, are summarized in the following two tables (in thousands):
| As of September, 2021 | Total | ||||||||||||||||||||||
| Riverfront | Bryant Street | DST Hickory | 1800 Half St. | Greenville/ | Apartment/ | ||||||||||||||||||
| Holdings II, LLC | Partnership | Creek | Partnership | Woodfield | Mixed Use | ||||||||||||||||||
| Investments in real estate, net | $ | 0 | 198,039 | 44,224 | 73,580 | 80,261 | $ | 396,104 | |||||||||||||||
| Cash and cash equivalents | 0 | 848 | 978 | 439 | 207 | 2,472 | |||||||||||||||||
| Unrealized rents & receivables | 0 | 1,892 | 1,004 | 0 | 8 | 2,904 | |||||||||||||||||
| Deferred costs | 0 | 365 | 354 | 2,810 | 0 | 3,529 | |||||||||||||||||
| Total Assets | $ | 0 | 201,144 | 46,560 | 76,829 | 80,476 | $ | 405,009 | |||||||||||||||
|
| |||||||||||||||||||||||
| Secured notes payable | $ | 0 | 116,705 | 29,325 | 0 | 35,879 | $ | 181,909 | |||||||||||||||
| Other liabilities | 0 | 7,620 | 162 | 15,766 | 5,370 | 28,918 | |||||||||||||||||
| Capital - FRP | 0 | 58,014 | 4,550 | 37,483 | 15,691 | 115,738 | |||||||||||||||||
| Capital – Third Parties | 0 | 18,805 | 12,523 | 23,580 | 23,536 | 78,444 | |||||||||||||||||
| Total Liabilities and Capital | $ | 0 | 201,144 | 46,560 | 76,829 | 80,476 | $ | 405,009 | |||||||||||||||
| As of September 30, 2021 | |||||||||||||||||||||||
| Brooksville | BC FRP | Amber Ridge | Apartment/ | Grand | |||||||||||||||||||
| Quarry, LLC | Realty, LLC | Hyde Park | Loan | Mixed Use | Total | ||||||||||||||||||
| Investments in real estate, net. | $ | 14,283 | 21,627 | 0 | 12,471 | 396,104 | $ | 444,485 | |||||||||||||||
| Cash and cash equivalents | 49 | 231 | 0 | 0 | 2,472 | 2,752 | |||||||||||||||||
| Unrealized rents & receivables | 0 | 470 | 0 | 0 | 2,904 | 3,374 | |||||||||||||||||
| Deferred costs | 0 | 284 | 0 | 0 | 3,529 | 3,813 | |||||||||||||||||
| Total Assets | $ | 14,332 | 22,612 | 0 | 12,471 | 405,009 | $ | 454,424 | |||||||||||||||
| Secured notes payable | $ | 0 | 11,524 | 0 | 0 | 181,909 | $ | 193,433 | |||||||||||||||
| Other liabilities | 81 | 138 | 0 | 0 | 28,918 | 29,137 | |||||||||||||||||
| Capital - FRP | 7,463 | 5,475 | 0 | 12,471 | 115,738 | 141,147 | |||||||||||||||||
| Capital - Third Parties | 6,788 | 5,475 | 0 | 0 | 78,444 | 90,707 | |||||||||||||||||
| Total Liabilities and Capital | $ | 14,332 | 22,612 | 0 | 12,471 | 405,009 | $ | 454,424 | |||||||||||||||
Stabilized Joint Venture Segment.
Currently the segment includes three stabilized joint ventures which own, lease and manage buildings. These assets create revenue and cash flows through tenant rental payments, and reimbursements for building operating costs. The major cash outlays incurred in this segment are for property taxes, full service maintenance, property management, utilities and marketing. The three stabilized joint venture properties are as follows:
| Property and Occupancy | JV Partner | Method of Accounting |
% Ownership |
|
Dock 79 apartments Washington, D.C. 305 apartment units and 18,000 square feet of retail |
MRP Realty | Consolidated | 66% |
| The Maren apartments Washington, D.C. 264 residential units and 6,937 square feet of retail | MRP Realty | Consolidated as of March 31, 2021 | 70.41% |
| DST Hickory Creek 294 apartment units in Henrico County, MD | Capital Square | Cost Method | 26.6% |
| 24 |
Third Quarter Operational Highlights
Comparative Results of Operations for the Three months ended September 30, 2021 and 2020
Consolidated Results
| (dollars in thousands) | Three Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | Change | % | |||||||||||||
| Revenues: | ||||||||||||||||
| Lease Revenue | $ | 6,224 | $ | 3,591 | $ | 2,633 | 73.3 | % | ||||||||
| Mining lands lease revenue | 2,249 | 2,507 | (258 | ) | -10.3 | % | ||||||||||
| Total Revenues | 8,473 | 6,098 | 2,375 | 38.9 | % | |||||||||||
| Cost of operations: | ||||||||||||||||
| Depreciation/Depletion/Amortization | 3,796 | 1,438 | 2,358 | 164.0 | % | |||||||||||
| Operating Expenses | 1,557 | 892 | 665 | 74.6 | % | |||||||||||
| Property Taxes | 986 | 706 | 280 | 39.7 | % | |||||||||||
| Management company indirect | 745 | 844 | (99 | ) | -11.7 | % | ||||||||||
| Corporate Expense | 657 | 637 | 20 | 3.1 | % | |||||||||||
| Total cost of operations | 7,741 | 4,517 | 3,224 | 71.4 | % | |||||||||||
| Total operating profit | 732 | 1,581 | (849 | ) | -53.7 | % | ||||||||||
| Net investment income, including realized gains | ||||||||||||||||
| of $0 and $55 | 943 | 1,814 | (871 | ) | -48.0 | % | ||||||||||
| Interest Expense | (414 | ) | (46 | ) | (368 | ) | 800.0 | % | ||||||||
| Equity in loss of joint ventures | (1,244 | ) | (1,788 | ) | 544 | -30.4 | % | |||||||||
| Gain on sale of real estate | — | 5,732 | (5,732 | ) | -100.0 | % | ||||||||||
| Income before income taxes | 17 | 7,293 | (7,276 | ) | -99.8 | % | ||||||||||
| Provision for income taxes | 130 | 2,022 | (1,892 | ) | -93.6 | % | ||||||||||
| Net income (loss) | (113 | ) | 5,271 | (5,384 | ) | -102.1 | % | |||||||||
| Loss attributable to noncontrolling interest | (465 | ) | (184 | ) | (281 | ) | 152.7 | % | ||||||||
| Net income attributable to the Company | $ | 352 | $ | 5,455 | $ | (5,103 | ) | -93.5 | % | |||||||
Net income attributable to the Company for the third quarter of 2021 was $352,000 or $.04 per share versus $5,455,000 or $.57 per share in the same period last year. The third quarter of 2021 was impacted by the following items:
| 25 |
Asset Management Segment Results
| Three months ended September 30 | ||||||||||||||||||||||||
| (dollars in thousands) | 2021 | % | 2020 | % | Change | % | ||||||||||||||||||
| Lease revenue | $ | 619 | 100.0 | % | 721 | 100.0 | % | (102 | ) | -14.1 | % | |||||||||||||
| Depreciation, depletion and amortization | 137 | 22.1 | % | 137 | 19.0 | % | — | 0.0 | % | |||||||||||||||
| Operating expenses | 76 | 12.3 | % | 139 | 19.3 | % | (63 | ) | -45.3 | % | ||||||||||||||
| Property taxes | 37 | 6.0 | % | 43 | 5.9 | % | (6 | ) | -14.0 | % | ||||||||||||||
| Management company indirect | 200 | 32.3 | % | 202 | 28.0 | % | (2 | ) | -1.0 | % | ||||||||||||||
| Corporate expense | 180 | 29.1 | % | 165 | 22.9 | % | 15 | 9.1 | % | |||||||||||||||
| Cost of operations | 630 | 101.8 | % | 686 | 95.1 | % | (56 | ) | -8.2 | % | ||||||||||||||
| Operating profit (loss) | $ | (11 | ) | -1.8 | % | 35 | 4.9 | % | (46 | ) | -131.4 | % | ||||||||||||
Total revenues in this segment were $619,000, down $102,000 or 14.1%, over the same period last year due to the sale of our warehouse 1801 62nd Street in July 2020 which had $59,000 of revenues in the same quarter last year. Operating loss was $(11,000), down $46,000 from an operating profit of $35,000 in the same quarter last year primarily due to the sale of 1801 62nd Street. Cranberry Run, which we purchased in the first quarter of 2019, is a five-building industrial park in Harford County, Maryland totaling 267,737 square feet of industrial/ flex space and at quarter end was 96.6% leased and 68.6% occupied compared to 78.6% leased and occupied at the end of the same quarter last year. Our other two properties remain substantially leased during both periods, with 34 Loveton 95.1% occupied and Vulcan’s former Jacksonville office (now a vacant lot), fully leased through March 2026.
Mining Royalty Lands Segment Results
| Three months ended September 30 | ||||||||||||||||||||||||
| (dollars in thousands) | 2021 | % | 2020 | % | Change | % | ||||||||||||||||||
| Mining lands lease revenue | $ | 2,249 | 100.0 | % | 2,507 | 100.0 | % | (258 | ) | -10.3 | % | |||||||||||||
| Depreciation, depletion and amortization | 38 | 1.7 | % | 60 | 2.4 | % | (22 | ) | -36.7 | % | ||||||||||||||
| Operating expenses | 11 | 0.5 | % | 16 | 0.6 | % | (5 | ) | -31.3 | % | ||||||||||||||
| Property taxes | 68 | 3.0 | % | 59 | 2.4 | % | 9 | 15.3 | % | |||||||||||||||
| Management company indirect | 95 | 4.2 | % | 81 | 3.2 | % | 14 | 17.3 | % | |||||||||||||||
| Corporate expense | 69 | 3.1 | % | 53 | 2.1 | % | 16 | 30.2 | % | |||||||||||||||
| Cost of operations | 281 | 12.5 | % | 269 | 10.7 | % | 12 | 4.5 | % | |||||||||||||||
| Operating profit | $ | 1,968 | 87.5 | % | 2,238 | 89.3 | % | (270 | ) | -12.1 | % | |||||||||||||
Total revenues in this segment were $2,249,000 versus $2,507,000 in the same period last year. Total operating profit in this segment was $1,968,000, a decrease of $270,000 versus $2,238,000 in the same period last year. This decrease is a result of Vulcan temporarily shifting operations off of our land in Manassas this quarter as part of their mining plan.
| 26 |
Development Segment Results
| Three months ended September 30 | |||||||||||||
| (dollars in thousands) | 2021 | 2020 | Change | ||||||||||
| Lease revenue | $ | 401 | 290 | 111 | |||||||||
| Depreciation, depletion and amortization | 53 | 53 | — | ||||||||||
| Operating expenses | 62 | 62 | — | ||||||||||
| Property taxes | 355 | 330 | 25 | ||||||||||
| Management company indirect | 335 | 504 | (169 | ) | |||||||||
| Corporate expense | 326 | 381 | (55 | ) | |||||||||
| Cost of operations | 1,131 | 1,330 | (199 | ) | |||||||||
| Operating loss | $ | (730 | ) | (1,040 | ) | 310 | |||||||
With respect to developments in the quarter on ongoing projects:
| 27 |
Stabilized Joint Venture Segment Results
| Three months ended September 30 | ||||||||||||||||||||||||
| (dollars in thousands) | 2021 | % | 2020 | % | Change | % | ||||||||||||||||||
| Lease revenue | $ | 5,204 | 100.0 | % | 2,580 | 100.0 | % | 2,624 | 101.7 | % | ||||||||||||||
| Depreciation, depletion and amortization | 3,568 | 68.6 | % | 1,188 | 46.0 | % | 2,380 | 200.3 | % | |||||||||||||||
| Operating expenses | 1,408 | 27.0 | % | 675 | 26.2 | % | 733 | 108.6 | % | |||||||||||||||
| Property taxes | 526 | 10.1 | % | 274 | 10.6 | % | 252 | 92.0 | % | |||||||||||||||
| Management company indirect | 115 | 2.2 | % | 57 | 2.2 | % | 58 | 101.8 | % | |||||||||||||||
| Corporate expense | 82 | 1.6 | % | 38 | 1.5 | % | 44 | 115.8 | % | |||||||||||||||
| Cost of operations | 5,699 | 109.5 | % | 2,232 | 86.5 | % | 3,467 | 155.3 | % | |||||||||||||||
| Operating profit (loss) | $ | (495 | ) | -9.5 | % | 348 | 13.5 | % | (843 | ) | -242.2 | % | ||||||||||||
In March 2021, we reached stabilization on Phase II (The Maren) of the development known as RiverFront on the Anacostia in Washington, D.C., a 250,000-square-foot mixed-use development which supports 264 residential units and 6,937 square feet of retail developed by a joint venture between the Company and MRP. Stabilization in this case means 90% of the individual apartments had been leased and occupied by third party tenants. Upon reaching stabilization, the Company has, for a period of one year, the exclusive right to (i) cause the joint venture to sell the property or (ii) cause the Company’s and MRP’s percentage interests in the joint venture to be adjusted so as to take into account the contractual payouts assuming a sale at the value of the development at the time of this “Conversion Election”. Reaching stabilization resulted in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary. As such, as of March 31, 2021, the Company consolidated the assets (at current fair value based on appraisal), liabilities and operating results of the joint venture. Up through the first quarter of this year, accounting for The Maren was reflected in Equity in loss of joint ventures on the Consolidated Statements of Income. Starting April 1, 2021, all the revenue and expenses are accounted for in the same manner as Dock 79 in the stabilized joint venture segment.
Total revenues in this segment were $5,204,000, an increase of $2,624,000 versus $2,580,000 in the same period last year. The Maren’s revenue was $2,428,000 and Dock 79 revenues increased $196,000. Total operating loss in this segment was $(495,000), a decrease of $843,000 versus a profit of $348,000 in the same period last year. The quarter includes $1,373,000 amortization expense of the $4,750,000 fair value of The Maren’s leases-in-place established when we booked this asset as part of the gain on remeasurement upon consolidation of this Joint Venture. Net Operating Income this quarter for this segment was $3,113,000, up $1,479,000 or 90.51% compared to the same quarter last year due to The Maren’s consolidation into this segment.
At the end of September, The Maren was 93.56% leased and 95.45% occupied. Average residential occupancy for the quarter was 95.92%, and 71.91% of expiring leases renewed with no increase in rent due to the mandated rent freeze on renewals in DC. The Maren is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 70.41% ownership.
Dock 79’s average residential occupancy for the quarter was 95.94%, and at the end of the quarter, Dock 79’s residential units were 93.11% leased and 94.75% occupied. This quarter, 57.75% of expiring leases renewed with no increase in rent due to the mandated rent freeze on renewals in DC. Dock 79 is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 66% ownership.
Third quarter distributions from our CS1031 Hickory Creek DST investment were $86,000.
Nine Months Operational Highlights
| 28 |
Comparative Results of Operations for the Nine months ended September 30, 2021 and 2020
Consolidated Results
| (dollars in thousands) | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | Change | % | |||||||||||||
| Revenues: | ||||||||||||||||
| Lease Revenue | $ | 15,623 | $ | 10,636 | $ | 4,987 | 46.9 | % | ||||||||
| Mining lands lease revenue | 7,198 | 7,094 | 104 | 1.5 | % | |||||||||||
| Total Revenues | 22,821 | 17,730 | 5,091 | 28.7 | % | |||||||||||
| Cost of operations: | ||||||||||||||||
| Depreciation/Depletion/Amortization | 9,627 | 4,406 | 5,221 | 118.5 | % | |||||||||||
| Operating Expenses | 3,792 | 2,598 | 1,194 | 46.0 | % | |||||||||||
| Property Taxes | 2,764 | 2,089 | 675 | 32.3 | % | |||||||||||
| Management company indirect | 2,137 | 2,208 | (71 | ) | -3.2 | % | ||||||||||
| Corporate Expense | 2,486 | 2,850 | (364 | ) | -12.8 | % | ||||||||||
| Total cost of operations | 20,806 | 14,151 | 6,655 | 47.0 | % | |||||||||||
| Total operating profit | 2,015 | 3,579 | (1,564 | ) | -43.7 | % | ||||||||||
| Net investment income, including realized gains | ||||||||||||||||
| of $0 and $297 | 3,366 | 5,915 | (2,549 | ) | -43.1 | % | ||||||||||
| Interest Expense | (1,785 | ) | (142 | ) | (1,643 | ) | 1157.0 | % | ||||||||
| Equity in loss of joint ventures | (3,997 | ) | (3,773 | ) | (224 | ) | 5.9 | % | ||||||||
|
Gain on remeasurement of investment in real estate partnership |
51,139 | — | 51,139 | 0.0 | % | |||||||||||
| Gain on sale of real estate | 805 | 9,329 | (8,524 | ) | -91.4 | % | ||||||||||
| Income before income taxes | 51,543 | 14,908 | 36,635 | 245.7 | % | |||||||||||
| Provision for income taxes | 10,500 | 4,161 | 6,339 | 152.3 | % | |||||||||||
| Net income | 41,043 | 10,747 | 30,296 | 281.9 | % | |||||||||||
| Gain (loss) attributable to noncontrolling interest | 12,236 | (475 | ) | 12,711 | -2676.0 | % | ||||||||||
| Net income attributable to the Company | $ | 28,807 | $ | 11,222 | $ | 17,585 | 156.7 | % | ||||||||
Net income attributable to the Company for the first nine months of 2021 was $28,807,000 or $3.07 per share versus $11,222,000 or $1.16 per share in the same period last year. The first nine months of 2021 was impacted by the following items:
| 29 |
Asset Management Segment Results
| Nine months ended September 30 | ||||||||||||||||||||||||
| (dollars in thousands) | 2021 | % | 2020 | % | Change | % | ||||||||||||||||||
| Lease revenue | $ | 1,919 | 100.0 | % | 2,089 | 100.0 | % | (170 | ) | -8.1 | % | |||||||||||||
| Depreciation, depletion and amortization | 408 | 21.3 | % | 529 | 25.3 | % | (121 | ) | -22.9 | % | ||||||||||||||
| Operating expenses | 289 | 15.0 | % | 332 | 15.9 | % | (43 | ) | -13.0 | % | ||||||||||||||
| Property taxes | 117 | 6.1 | % | 91 | 4.4 | % | 26 | 28.6 | % | |||||||||||||||
| Management company indirect | 577 | 30.1 | % | 437 | 20.9 | % | 140 | 32.0 | % | |||||||||||||||
| Corporate expense | 682 | 35.5 | % | 738 | 35.3 | % | (56 | ) | -7.6 | % | ||||||||||||||
| Cost of operations | 2,073 | 108.0 | % | 2,127 | 101.8 | % | (54 | ) | -2.5 | % | ||||||||||||||
| Operating loss | $ | (154 | ) | -8.0 | % | (38 | ) | -1.8 | % | (116 | ) | 305.3 | % | |||||||||||
Total revenues in this segment were $1,919,000, down $170,000 or 8.1%, over the same period last year due to the sale of our warehouse 1801 62nd Street in July 2020 which had $423,000 of revenues in the same period last year. Operating loss was ($154,000), down $116,000 from an operating loss of ($38,000) in the same period last year primarily due to the sale of 1801 62nd Street.
Mining Royalty Lands Segment Results
| Nine months ended September 30 | ||||||||||||||||||||||||
| (dollars in thousands) | 2021 | % | 2020 | % | Change | % | ||||||||||||||||||
| Mining lands lease revenue | $ | 7,198 | 100.0 | % | 7,094 | 100.0 | % | 104 | 1.5 | % | ||||||||||||||
| Depreciation, depletion and amortization | 161 | 2.2 | % | 160 | 2.3 | % | 1 | 0.6 | % | |||||||||||||||
| Operating expenses | 34 | 0.5 | % | 43 | 0.6 | % | (9 | ) | -20.9 | % | ||||||||||||||
| Property taxes | 199 | 2.8 | % | 191 | 2.7 | % | 8 | 4.2 | % | |||||||||||||||
| Management company indirect | 273 | 3.8 | % | 214 | 3.0 | % | 59 | 27.6 | % | |||||||||||||||
| Corporate expense | 258 | 3.6 | % | 234 | 3.3 | % | 24 | 10.3 | % | |||||||||||||||
| Cost of operations | 925 | 12.9 | % | 842 | 11.9 | % | 83 | 9.9 | % | |||||||||||||||
| Operating profit | $ | 6,273 | 87.1 | % | 6,252 | 88.1 | % | 21 | 0.3 | % | ||||||||||||||
Total revenues in this segment were $7,198,000 versus $7,094,000 in the same period last year. Total operating profit in this segment was $6,273,000, an increase of $21,000 versus $6,252,000 in the same period last year.
Development Segment Results
| Nine months ended September 30 | |||||||||||||
| (dollars in thousands) | 2021 | 2020 | Change | ||||||||||
| Lease revenue | $ | 1,169 | 862 | 307 | |||||||||
| Depreciation, depletion and amortization | 159 | 160 | (1 | ) | |||||||||
| Operating expenses | 133 | 415 | (282 | ) | |||||||||
| Property taxes | 1,082 | 1,019 | 63 | ||||||||||
| Management company indirect | 996 | 1,404 | (408 | ) | |||||||||
| Corporate expense | 1,267 | 1,710 | (443 | ) | |||||||||
| Cost of operations | 3,637 | 4,708 | (1,071 | ) | |||||||||
| Operating loss | $ | (2,468 | ) | (3,846 | ) | 1,378 | |||||||
| 30 |
Stabilized Joint Venture Segment Results
| Nine months ended September 30 | ||||||||||||||||||||||||
| (dollars in thousands) | 2021 | % | 2020 | % | Change | % | ||||||||||||||||||
| Lease revenue | $ | 12,535 | 100.0 | % | 7,685 | 100.0 | % | 4,850 | 63.1 | % | ||||||||||||||
| Depreciation, depletion and amortization | 8,899 | 71.0 | % | 3,557 | 46.3 | % | 5,342 | 150.2 | % | |||||||||||||||
| Operating expenses | 3,336 | 26.6 | % | 1,808 | 23.5 | % | 1,528 | 84.5 | % | |||||||||||||||
| Property taxes | 1,366 | 11.0 | % | 788 | 10.2 | % | 578 | 73.4 | % | |||||||||||||||
| Management company indirect | 291 | 2.3 | % | 153 | 2.0 | % | 138 | 90.2 | % | |||||||||||||||
| Corporate expense | 279 | 2.2 | % | 168 | 2.2 | % | 111 | 66.1 | % | |||||||||||||||
| Cost of operations | 14,171 | 113.1 | % | 6,474 | 84.2 | % | 7,697 | 118.9 | % | |||||||||||||||
| Operating profit (loss) | $ | (1,636 | ) | -13.1 | % | 1,211 | 15.8 | % | (2,847 | ) | -235.1 | % | ||||||||||||
Total revenues in this segment were $12,535,000, an increase of $4,850,000 versus $7,685,000 in the same period last year. The Maren’s revenue was $4,591,000 and Dock 79 revenues increased $260,000. Total operating loss in this segment was ($1,636,000), a decrease of $2,847,000 versus a profit of $1,211,000 in the same period last year. The period includes $3,241,000 amortization expense of the $4,750,000 fair value of The Maren’s leases-in-place established when we booked this asset as part of the gain on remeasurement upon consolidation of this Joint Venture. Net Operating Income for this segment was $7,684,000, up $2,584,000 or 50.67% compared to the same period last year due to The Maren’s consolidation into this segment.
Since The Maren achieved stabilization on the last day of March, average residential occupancy is 94.86% and 68.15% of expiring leases have renewed with no increase in rent due to the mandated rent freeze on renewals in DC. The Maren is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 70.41% ownership.
Dock 79’s average residential occupancy for the first nine months of 2021 was 95.43%. Through the first nine months of the year, 59.33% of expiring leases renewed with no increase in rent due to the mandated rent freeze on renewals in DC. Dock 79 is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 66% ownership.
In March, we completed a refinancing of Dock 79 as well as securing permanent financing for The Maren. This $180 million loan ($92 million for Dock 79, $88 million for The Maren) lowers the interest rate at Dock 79 from 4.125% to 3.03%, defers any principal payments for 12 years for both properties, and repays the $13.75 million in preferred equity along with $2.3 million in accrued interest.
Distributions from our CS1031 Hickory Creek DST investment were $257,000 for the first nine months of the year.
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 September 30, 2021, we had $163,383,000 of cash and cash equivalents along with $4,315,000 of investments available for sale. As of September 30, 2021, we had no debt borrowed under our $20 million Wells Fargo revolver, $506,000 outstanding under letters of credit and $19,494,000 available to borrow under the revolver. On March 19, 2021, the Company refinanced Dock 79 and The Maren projects pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The Maren borrowed principal sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing.
Cash Flows - The following table summarizes our cash flows from operating, investing and financing activities for
| 31 |
each of the periods presented (in thousands of dollars):
| Nine months | ||||||||
| Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Total cash provided by (used for): | ||||||||
| Operating activities | $ | 16,400 | 13,353 | |||||
| Investing activities | 73,047 | 22,729 | ||||||
| Financing activities | (475 | ) | (16,400 | ) | ||||
| Increase in cash and cash equivalents | $ | 88,972 | 19,682 | |||||
| Outstanding debt at the beginning of the period | 89,964 | 88,925 | ||||||
| Outstanding debt at the end of the period | 178,371 | 89,027 | ||||||
Operating Activities - Net cash provided by operating activities for the nine months ended September 30, 2021 was $16,400,000 versus $13,353,000 in the same period last year. The Gain on remeasurement of investment in real estate partnership and related deferred income taxes were both non-cash adjustments to net income to arrive at net cash provided by operating activities.
Investing Activities - Net cash provided by investing activities for the nine months ended September 30, 2021 was $73,047,000 versus $22,729,000 in the same period last year. The $50 million increase was primarily due to a return of our preferred equity financing with interest of $16.1 million from The Maren, $24.6 million decrease in purchases of corporate bonds due to lack of attractive investment opportunities, a $12.6 million increase on maturities and sales of our corporate bond portfolio, and $3.7 million for cash on the books of The Maren upon consolidation.
At September 30, 2021, the Company was invested in two corporate bonds with maturities in January 2022. The unrealized gain on these bonds of $16,000 was recorded as part of comprehensive income and was based on the estimated market value by National Financial Services, LLC (“NFS”) obtained from sources that may include pricing vendors, broker/dealers who clear through NFS and/or other sources (Level 2). The Company recorded no realized gains or losses on bonds that matured or were sold in 2021.
Financing Activities – Net cash used in investing activities was $475,000 versus $16,400,000 in the same period last year due primarily due to the refinancing of Dock 79 for $1.4 million more net of debt issuance costs than the amount matured and $15.4 million lower repurchases of company stock.
Credit Facilities - On February 6, 2019, the Company entered into a First Amendment to the 2015 Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A. (Wells Fargo”). The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo, dated January 30, 2015. The Credit Agreement establishes a five-year revolving credit facility with a maximum facility amount of $20 million. The interest rate under the Credit Agreement will be a maximum of 1.50% over Daily 1-Month LIBOR, which may be reduced quarterly to 1.25% or 1.0% over Daily 1-Month LIBOR if the Company meets a specified ratio of consolidated total debt to consolidated total capital. A commitment fee of 0.25% per annum is payable quarterly on the unused portion of the commitment but the amount may be reduced to 0.20% or 0.15% if the Company meets a specified ratio of consolidated total debt to consolidated total capital. The credit agreement contains certain conditions and financial covenants, including a minimum tangible net worth and dividend restriction. As of September 30, 2021, these covenants would have limited our ability to pay dividends to a maximum of $228 million combined.
On March 19, 2021, the Company refinanced Dock 79 and The Maren projects pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The Maren borrowed principal sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing. The loans are separately secured by the Dock 79 and The Maren real property and improvements, bear a fixed interest rate of 3.03% per annum, and require monthly payments of interest only with the principal in full due April 1, 2033. Either loan may be prepaid subsequent to April 1, 2024, subject to yield maintenance premiums. Either loan may be transferred to a qualified buyer as part of a one-time sale subject to a 60% loan to value, minimum of 7.5% debt yield and a 0.75% transfer fee. Effective March 31, 2021, the Company consolidated the assets (at current
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fair value), liabilities and operating results of our Riverfront Investment Partners II, LLC partnership (The Maren) which was previously accounted for under the equity method. As such the full amount of our mortgage loan was recorded in the consolidated financial statements.
Cash Requirements – The Company currently expects its capital expenditures for the remainder of 2021 to include approximately $9.3 million for real estate including investments in joint ventures, which will be funded mostly out of cash and investments on hand, cash generated from operations and property sales, or borrowings under our credit facilities.
Impact of the COVID-19 Pandemic. The COVID-19 pandemic is having an extraordinary impact on the world economy and the markets in which we operate. As an essential business, we have continued to operate throughout the pandemic in accordance with White House guidance and orders issued by state and local authorities. We have implemented social distancing and other measures to protect the health of our employees and customers. Our Dock 79 and The Maren properties in Washington, D.C. suffered the principal impacts to our business from the pandemic during 2020 due to our retail tenants being unable to operate at capacity, the lack of attendance at the Washington Nationals baseball park and the rent freeze imposed by the District. It is possible that some of these same conditions may impact our ability to lease retail spaces in Washington, D.C. and Greenville. We anticipate that these impacts will continue for at least the remainder of 2021.
Summary and Outlook. Although royalty revenue is down this quarter compared to the same quarter last year, royalty revenue for the first nine months was $7,198,000, an increase of 1.46% over the same period last year and the highest revenue total for the first nine months in the segment’s history. Revenue for the last twelve months was $9,581,000, an increase of 1.09% over calendar year 2020. This marks the third straight quarter where the last twelve months’ revenue exceeded $9.5 million.
For the fourth quarter in a row, Dock 79’s occupancy has been above 94% at quarter end. This is the very first time Dock 79 has ended the four straight quarters with an occupancy higher than 94%.
With The Maren’s stabilization at the end of March this year, we are now in our second reporting period with The Maren consolidated on to our books. Because of the increased depreciation and amortization attributable to the Company as a result of consolidating The Maren’s results into our income statement, the impact on net income may in fact be negative for some time, but the positive impact on our NOI and cash flow will be significant. The Maren was 93.56% leased and 95.45% occupied at quarter end, and its retail space is 100% leased with occupancy expected in the fourth quarter of this year once build out is complete. It has been over a year since the District put in place the “emergency” measures which have prevented us from raising rents on renewals. This has obviously mitigated our ability to grow NOI at Dock 79. With The Maren now going through its first generation of renewals, it too is feeling the effect of these emergency measures. It is our understanding that these measures are set to expire but not prior to the end of the year. Because renewal negotiations take place several weeks in advance, if the emergency measures expire at year end, we will not see any practical effect to rent increases until February 2022.
We remain pleased with the current direction of our asset management segment, particularly the industrial assets. The speed with which we leased up and then sold our building at 1801 62nd Street last year strengthened our commitment to industrial development. We have a build-to-suit and two spec buildings under construction at Hollander and those three buildings will complete any development at Hollander for the foreseeable future. Because of that, we have bolstered our land bank with the $10.5 million purchase of 55 acres in Aberdeen, Maryland as well as this quarter’s purchase of 17 acres in Harford County, Maryland. Once entitled, this property will be capable of supporting over 625,000 square feet of industrial product and will be essential for future industrial development as we finish developing our remaining inventory at Hollander Business Park.
At the end of September, we held our very first Investor Day. We hope it was the first of many and the last one we hold virtually. The event afforded us an opportunity to take stock of where we are now and where we are headed. The first nine months have seen the stabilization, consolidation, and permanent financing of The Maren; the refinancing of Dock 79; leasing begin at Bryant St and Riverside in Greenville; a build-to-suit opportunity at Hollander as well as the
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mining royalties’ highest nine-month revenue performance. That is a lot to take stock of in a short period of time, but we are more excited about where we are headed. In the not-so-distant future, we will finish construction and start leasing Half Street and .408 Jackson; we will finish construction on three warehouses and begin work on allowing our landbank to accommodate our next generation of industrial development; and hopefully, we will not only see the passage but the practical effects of an infrastructure bill on our mining royalties income. We mentioned this at the Investor Day, but, assuming all goes according to plan, it is our belief that over the next few years, we will put all of our cash to use in new projects. We will continue to be opportunistic in repurchasing stock. During 2021, the Company repurchased 6,004 shares at an average cost of $43.95 per share.
Non-GAAP Financial Measure.
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 measure included in this quarterly report is net operating income (NOI). FRP uses this non-GAAP financial measure to analyze its operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. This measure is not, and should not be viewed as, a substitute for GAAP financial measures.
| Net Operating Income Reconciliation | |||||||||||||||||||||||
| Nine months ended 09/30/21 (in thousands) | |||||||||||||||||||||||
| Stabilized | |||||||||||||||||||||||
| Asset | Joint | Mining | Unallocated | FRP | |||||||||||||||||||
| Management | Development | Venture | Royalties | Corporate | Holdings | ||||||||||||||||||
| Segment | Segment | Segment | Segment | Expenses | Totals | ||||||||||||||||||
| Net Income (loss) | (130 | ) | (2,521 | ) | 37,874 | 5,159 | 661 | 41,043 | |||||||||||||||
| Income Tax Allocation | (50 | ) | (933 | ) | 9,506 | 1,913 | 64 | 10,500 | |||||||||||||||
| Income (loss) before income taxes | (180 | ) | (3,454 | ) | 47,380 | 7,072 | 725 | 51,543 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Gain on remeasurement of real estate investment | — | — | 51,139 | — | — | 51,139 | |||||||||||||||||
| Gain on investment land sold | — | — | — | 831 | — | 831 | |||||||||||||||||
| Unrealized rents | 49 | — | 149 | 166 | — | 364 | |||||||||||||||||
| Interest income | — | 2,608 | — | — | 758 | 3,366 | |||||||||||||||||
| Plus: | |||||||||||||||||||||||
| Loss on sale of land | 26 | — | — | — | — | 26 | |||||||||||||||||
| Equity in loss of Joint Venture | — | 3,594 | 371 | 32 | — | 3,997 | |||||||||||||||||
| Interest Expense | — | — | 1,752 | — | 33 | 1,785 | |||||||||||||||||
| Depreciation/Amortization | 408 | 159 | 8,899 | 161 | — | 9,627 | |||||||||||||||||
| Management Co. Indirect | 577 | 996 | 291 | 273 | — | 2,137 | |||||||||||||||||
| Allocated Corporate Expenses | 682 | 1,267 | 279 | 258 | — | 2,486 | |||||||||||||||||
| Net Operating Income (loss) | 1,464 | (46 | ) | 7,684 | 6,799 | — | 15,901 | ||||||||||||||||
| Net Operating Income Reconciliation | |||||||||||||||||||||||
| Nine months ended 09/30/20 (in thousands) | |||||||||||||||||||||||
| Stabilized | |||||||||||||||||||||||
| Asset | Joint | Mining | Unallocated | FRP | |||||||||||||||||||
| Management | Development | Venture | Royalties | Corporate | Holdings | ||||||||||||||||||
| Segment | Segment | Segment | Segment | Expenses | Totals | ||||||||||||||||||
| Income (loss) from continuing operations | 2,745 | (2,055 | ) | 864 | 7,200 | 1,993 | 10,747 | ||||||||||||||||
| Income Tax Allocation | 1,018 | (762 | ) | 496 | 2,670 | 739 | 4,161 | ||||||||||||||||
| Income (loss) from continuing operations before income taxes | 3,763 | (2,817 | ) | 1,360 | 9,870 | 2,732 | 14,908 | ||||||||||||||||
| Less: | |||||||||||||||||||||||
| Equity in profit of Joint Ventures | — | — | 254 | — | — | 254 | |||||||||||||||||
| Gains on sale of buildings | 3,801 | 1,877 | — | 3,651 | — | 9,329 | |||||||||||||||||
| Unrealized rents | 147 | — | — | 178 | — | 325 | |||||||||||||||||
| Interest income | — | 3,146 | — | — | 2,769 | 5,915 | |||||||||||||||||
| Plus: | |||||||||||||||||||||||
| Unrealized rents | — | — | 11 | — | — | 11 | |||||||||||||||||
| Equity in loss of Joint Venture | — | 3,994 | — | 33 | — | 4,027 | |||||||||||||||||
| Interest Expense | — | — | 105 | — | 37 | 142 | |||||||||||||||||
| Depreciation/Amortization | 529 | 160 | 3,557 | 160 | — | 4,406 | |||||||||||||||||
| Management Co. Indirect | 437 | 1,404 | 153 | 214 | — | 2,208 | |||||||||||||||||
| Allocated Corporate Expenses | 738 | 1,710 | 168 | 234 | — | 2,850 | |||||||||||||||||
| Net Operating Income (loss) | 1,519 | (572 | ) | 5,100 | 6,682 | — | 12,729 | ||||||||||||||||
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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 our Credit Agreement with Wells Fargo.
Under the Wells Fargo Credit Agreement, the applicable margin for borrowings at September 30, 2021 was Daily 1-Month LIBOR plus 1.0%. The applicable margin for such borrowings will be increased in the event that our debt to capitalization ratio as calculated under the Wells Fargo Credit Agreement Facility exceeds a target level.
The Company did not have any variable rate debt at September 30, 2021, so a sensitivity analysis was not performed to determine the impact of hypothetical changes in interest rates on the Company’s results of operations and cash flows.
ITEM 4. CONTROLS AND PROCEDURES
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE 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 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 September 30, 2021, 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 December 31, 2020, 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
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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
| (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) | ||||||||||||||
| July 1 through July 31 | — | $ | — | — | $ | 9,363,000 | ||||||||||||
| August 1 through August 31 | — | $ | — | — | $ | 9,363,000 | ||||||||||||
| September 1 through September 30 | — | $ | — | — | $ | 9,363,000 | ||||||||||||
| 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. On December 5, 2018, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On August 5, 2019, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On May 6, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On August 26, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. |
Item 6. EXHIBITS
| (a) | Exhibits. The response to this item is submitted as a separate Section entitled "Exhibit Index", on page 38. |
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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: November 9, 2021 | By | JOHN D. BAKER II | ||
| John D. Baker II | ||||
| Chief Executive Officer | ||||
| (Principal Executive Officer) | ||||
| By | JOHN D. BAKER III | |||
| John D. Baker III. | ||||
| Treasurer and Chief Financial Officer | ||||
| (Principal Financial Officer) | ||||
| By | JOHN D. KLOPFENSTEIN | |||
| John D. Klopfenstein | ||||
| Controller and Chief Accounting | ||||
| Officer (Principal Accounting Officer) | ||||
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FRP HOLDINGS, INC.
FORM 10-Q FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021
EXHIBIT INDEX
| (31)(a) | Certification of John D. Baker II. |
| (31)(b) | Certification of John D. Baker III. |
| (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.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 |
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