0001474506-17-000079.txt : 20171101
0001474506-17-000079.hdr.sgml : 20171101
20171101115530
ACCESSION NUMBER: 0001474506-17-000079
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20171101
ITEM INFORMATION: Results of Operations and Financial Condition
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20171101
DATE AS OF CHANGE: 20171101
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: FRP HOLDINGS, INC.
CENTRAL INDEX KEY: 0000844059
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 472449198
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36769
FILM NUMBER: 171167997
BUSINESS ADDRESS:
STREET 1: 200 W. FORSYTH ST.
STREET 2: 7TH FLOOR
CITY: JACKSONVILLE
STATE: FL
ZIP: 32202
BUSINESS PHONE: 9043965733
MAIL ADDRESS:
STREET 1: 200 W. FORSYTH ST.
STREET 2: 7TH FLOOR
CITY: JACKSONVILLE
STATE: FL
ZIP: 32202
FORMER COMPANY:
FORMER CONFORMED NAME: PATRIOT TRANSPORTATION HOLDING INC
DATE OF NAME CHANGE: 20010425
FORMER COMPANY:
FORMER CONFORMED NAME: FRP PROPERTIES INC
DATE OF NAME CHANGE: 19920703
8-K
1
frphform8k3qfy2017.txt
FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2017
FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 001-36769 47-2449198
---------------- ----------- -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation
200 W. Forsyth Street, 7th Floor
Jacksonville, Florida 32202
--------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 858-9100
---------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (s. 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s. 240.12b-2
of this chapter).
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. [_]
CURRENT REPORT ON FORM 8-K
FRP HOLDINGS, INC.
November 1, 2017
ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 1, 2017, FRP Holdings, Inc. (the "Company") issued a
press release announcing results for the third quarter of 2017.
A copy of the press release is furnished as Exhibit 99.
The information in this report (including the exhibit) shall not
be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liability of that section, and shall not be incorporated
by reference into any registration statement or other document filed
under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such
filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99 Press Release dated November 1, 2017.
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 hereunto duly authorized.
FRP HOLDINGS, INC.
Date: November 1, 2017 By: /s/ John D. Milton, Jr.
-------------------------------------------
John D. Milton, Jr.
Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
99 Press Release dated November 1, 2017, issued by FRP Holdings, Inc.
EX-99
2
frphpr201711013Q.txt
PRESS RELEASE
FRP HOLDINGS, INC./NEWS
Contact: John D. Milton, Jr.
Chief Financial Officer 904/858-9100
------------------------------------------------------------------------------
FRP HOLDINGS, INC. (NASDAQ: FRPH) ANNOUNCES RESULTS
FOR THE THIRD QUARTER OF 2017.
FRP Holdings, Inc. (NASDAQ-FRPH) Jacksonville, Florida; November 1, 2017 -
Third Quarter Consolidated Results of Operations.
Net income for the third quarter of 2017 was $25,391,000 or $2.52 per share
versus $1,957,000 or $.20 per share in the same period last year. The majority
of this uptick in income is the result of a gain on remeasurement of
investment of $60.2 million in its Dock 79 real estate partnership, which is
included in income from continuing operations before income taxes. As a result
of the stabilization of Dock 79, the Company is now deemed for accounting
purposes to have control of the partnership without the transfer of any
consideration. As such the non-taxable gain on remeasurement was calculated
based on the difference between the carrying value and the fair value of all
the assets and liabilities of the partnership. The gain included $4,727,000
related to the value of leases in place resulting in amortization expense of
$1,326,000 for the quarter. The lease value is amortized over the life of the
leases, 89% of that value is scheduled to be expensed by June 30, 2018.
The gain included $34 million related to the building and improvements which
will result in additional deprecation of $220,000 quarterly. The total gain
related depreciation and amortization was $1,546,000 which explains the
majority of the $1,480,000 reduction in operating profit compared to the same
quarter last year. Total revenues were $12,054,000, up 23.3%, versus the same
period last year, primarily because of the addition of rental revenues from
Dock 79.
Third Quarter Segment Operating Results.
Asset Management Segment:
------------------------
Total revenues in this segment were $7,578,000, up $255,000 or 3.5%, over the
same period last year. Net Operating Income (NOI) in this segment for the
third quarter declined slightly to $5,614,000, compared to $5,627,000 in the
same period last year. Several factors caused revenue to increase while NOI
remained stable. Revenues inclusive of reimbursables and unrealized rents
have increased over the same period last year as a result of new buildings
and increased occupancy. However, the uptick in reimbursable expenses
increased revenue without increasing NOI, and the non-reimbursable expenses
did nothing for revenue and adversely affected NOI. Additionally, cash-based
NOI as calculated by the Company excludes unrealized rents which are the
result of "straight-lining" rental revenue over the life of a lease, i.e.
averaging the total rent of the lease over the term. Thus, though revenue
as calculated by GAAP may be up because of new leases, cash-based NOI is not
as positively affected because the actual rent paid by the tenant in the
beginning of a lease is less than the GAAP-based straight-lined rent. We
ended the third quarter with total occupied square feet of 3,637,236 versus
3,486,681 at the end of the same period last year, an increase of 4.3% or
150,555 square feet. Our overall occupancy rate was 91.3%.
Mining Royalty Lands Segment:
----------------------------
Total revenues in this segment were $1,786,000, a decrease of 12%, versus
$2,037,000 in the same period last year. This drop is due to decreases in
tonnage at several locations because of weather, volumes returning to normal
levels at Keuka and Newberry Cement, and other factors. Total operating profit
in this segment was $1,637,000, a decrease of $229,000 versus $1,866,000 in
the same period last year.
Land Development and Construction Segment:
-----------------------------------------
The Land Development and Construction segment is responsible for (i) seeking
out and identifying opportunistic purchases of income producing warehouse/
office buildings, and (ii) developing our non-income producing properties
into income production.
With respect to ongoing projects:
* Our new spec building at Patriot Business Center was placed in service
this past April and is currently 100% leased and occupied.
* In February, the D.C. Zoning Commission voted 5-0 in favor of the
Planned Unit Development (PUD) of Phase II of our RiverFront on the
Anacostia project. After formal publishing of the record and a 35 day
appeal period we anticipate formal approval by the end of the year.
* We are fully engaged in the formal process of seeking PUD entitlements
for our 118 acre tract in Hampstead, MD.
* We made major progress this quarter in our joint venture with St. John
Properties on what remained of our Windlass Run Business Park. The JV
secured financing on a $17,580,000 construction and development loan
and began construction on what will be a multi-building business park
consisting of approximately 329,000 square feet of office and retail
space.
Equity in loss of joint ventures was $12,000 because of the Brooksville Joint
Venture.
RiverFront on the Anacostia Segment:
-----------------------------------
In July 2017, Phase I (Dock 79) of the development known as RiverFront on the
Anacostia in Washington, D.C., a 300,000 square foot residential apartment
building developed by a joint venture between the Company and MRP, reached
stabilization, meaning 90% of the individual apartments have been leased and
are 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
value of the development at the time of stabilization. The attainment of
stabilization also resulted in a change of control for accounting purposes as
the veto rights of the minority shareholder lapsed and the Company became the
primary beneficiary. As such, beginning July 1, 2017, the Company consolidated
the assets (at current fair value), liabilities and operating results of the
joint venture and established the RiverFront on the Anacostia Segment as its
fourth segment.
At the end of September, Dock 79 was 96.4% leased and 95.4% occupied. As the
first "generation" of leases came up for renewal this quarter, the renewal
rate of 53% is in line with expectations while the average rent increase of
3.89% is stronger than we budgeted.
First Nine Months Consolidated Results of Operations.
Net income for the first nine months of 2017 was $28,547,000 or $2.84 per
share versus $4,551,000 or $.46 per share in the first nine months last year.
The majority of this uptick in income is the result of a gain on remeasurement
of investment of $60.2 million in its Dock 79 real estate partnership, which
is included in income from continuing operations before income taxes. As a
result of the stabilization of Dock 79, the Company is now deemed for
accounting purposes to have control of the partnership without the transfer of
any consideration. As such the non-taxable gain on remeasurement was
calculated based on the difference between the carrying value and the fair
value of all the assets and liabilities of the partnership. This increase in
net income when compared to last year was also augmented by a prior year
$2,000,000 remediation expense offset by a $665,000 increase this year in
equity in loss of joint ventures, primarily as a result of expenses and
depreciation during the lease up of Phase I (Dock 79) of RiverFront. Total
revenues were $30,736,000, up 7.3%, versus the first nine months last year.
Consolidated total operating profit was up 4.4%.
First Nine Months Segment Operating Results.
Asset Management Segment:
------------------------
Total revenues in this segment were $22,057,000, up $233,000 or 1.1%, over the
first nine months last year. The increase in revenue is due to the addition
of new buildings and increased total occupancy. Net Operating Income in this
segment for the first nine months of 2017 was $16,715,000, compared to
$16,555,000 in the first nine months of 2016, an increase of 1%.
Depreciation and amortization expense increased primarily because of the
purchase of the Gilroy Center in Baltimore County in July of 2016 and the
completion of a 79,550 square foot warehouse at Hollander Business Park in
April 2016 and a 103,448 square foot warehouse at Patriot Business Center in
April of 2017.
Corporate expense increased due to a first quarter stock option modification
expense of $191,000 and increased internal and external audit expense incurred
as a result of the conversion from the previous fiscal year (ending September
30) to one that follows the calendar year.
Mining Royalty Lands Segment:
----------------------------
Total revenues in this segment were $5,381,000, a decrease of 8.4%, versus
$5,874,000 in the first nine months last year. This drop is due decreases in
tonnage at several locations because of weather, volumes returning to normal
levels at Keuka and Newberry Cement, and other factors. Total operating
profit in this segment was $4,869,000, a decrease of $459,000 versus
$5,328,000 in the first nine months last year.
Land Development and Construction Segment:
-----------------------------------------
The Land Development and Construction segment is responsible for (i) seeking
out and identifying opportunistic purchases of income producing warehouse/
office buildings, and (ii) developing our non-income producing properties
into income production.
With respect to ongoing projects:
* During the first quarter, we completed construction of the bulkhead at
our 664E property on the Anacostia ahead of schedule and under budget.
* Our new spec building at Patriot Business Center was placed in service
this past April and is currently 100% leased and occupied.
* In February, the D.C. Zoning Commission voted 5-0 in favor of the
Planned Unit Development (PUD) of Phase II of our RiverFront on the
Anacostia project. After formal publishing of the record and a 35 day
appeal period we anticipate formal approval by the end of the year.
* We are fully engaged in the formal process of seeking PUD entitlements
for our 118 acre tract in Hampstead, MD.
* We made major progress during the third quarter in our joint venture
with St. John Properties on what remained of our Windlass Run Business
Park. The JV secured financing on a $17,580,000 construction and
development loan and began construction on what will be a multi-building
business park consisting of approximately 329,000 square feet of office
and retail space.
Because of operating losses and depreciation during the lease up of Dock 79,
equity in loss of joint ventures was $1,589,000 (including a loss of $31,000
in the Brooksville Joint Venture).
RiverFront on the Anacostia Segment:
-----------------------------------
In July 2017, Phase I (Dock 79) of the development known as RiverFront on the
Anacostia in Washington, D.C., a 300,000 square foot residential apartment
building developed by a joint venture between the Company and MRP, reached
stabilization, meaning 90% of the individual apartments have been leased and
are 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
value of the development at the time of stabilization. The attainment of
stabilization also resulted in a change of control for accounting purposes as
the veto rights of the minority shareholder lapsed and the Company became the
primary beneficiary. As such, beginning July 1, 2017, the Company consolidated
the assets (at current fair value), liabilities and operating results of the
joint venture and established the RiverFront on the Anacostia Segment as its
fourth segment.
At the end of September, Dock 79 was 96.4% leased and 95.4% occupied. As the
first "generation" of lease came up for renewal this quarter, the renewal rate
of 53% is in line with expectations while the average rent increase of 3.89%
is stronger than we budgeted.
Potential REIT Conversion
We have for some time explored the possibility of converting this company into
a Real Estate Investment Trust (REIT), with the idea that this may be a more
efficient structure given the nature of our business. In order to have the
option to convert to a REIT, the board has already elected to change from our
previous fiscal year (ending September 30), to a fiscal year that follows the
calendar year as is required of a REIT. This change went into effect
January 1, 2017 and required one-time additional auditing expenses of $120,000
which were reflected in 2017. Thus, this past quarter, and every quarter ended
September 30 will now be the third quarter of our fiscal year. Finally,
consistent with having the option to elect REIT status, we have contributed
our mining reserves into a wholly owned subsidiary. Because the parent company
still retains control of the land itself, the portion of the mining royalties'
income that is not attributable to the reserves, but instead more closely
resembles ground rents, will be retained by the parent company and will
qualify as "REIT-able" income. The subsidiary will receive only the income
attributable to the reserves it now controls. This structure is intended to
assure that we will meet the asset and income tests applicable to REITs. These
preliminary steps will not have a material impact on our operations if the
Company does not elect REIT status. Due to the pending tax reform proposals
now in Congress, we have decided to defer the REIT election decision until
2018.
Summary and Outlook
This past quarter was a momentous one across all of our segments. Thanks to
the amazing efforts of our Baltimore office, Asset Management increased
occupancy from 86.8% at the end of June to our present occupancy of 91.3%, a
remarkable 4.5% increase in the span of three months. After twenty years of
work by Florida Rock Industries and Vulcan Materials to get our Ft. Myers
property fully entitled, Mining Royalties saw the first tons extracted from
that quarry. Though production this past quarter was offset by prepaid
royalties, going forward, Vulcan's ability finally to realize the 16,000,000
tons of reserves at this site should positively impact revenue and income as
it creates an opportunity to collect more than the minimums from this
location. Land Development and Construction got the latest building at
Patriot fully leased and occupied way ahead of schedule, secured financing
for our joint venture with St. John properties, and began construction on the
project as well. The ability of this segment to turn vacant land into income
production is essential for the growth of the Company. Finally, and perhaps
most importantly, this past quarter saw the stabilization and our subsequent
consolidation of Dock 79 as the joint venture achieved occupancy greater than
90%. That this consolidation happened ahead of schedule and with stronger
rents than expected or budgeted is a testament to the efforts of our partner
and the high quality of the asset.
During the remainder of this year, we expect to find permanent financing for
Dock 79 and continue pre-development activities for Phase II with the
expectation that we will break ground in the last quarter of this year or
the first quarter of 2018. Finally, we have for some time been debating the
merits of converting this company into a REIT. Given the White House's stated
intention to overhaul our federal tax code, and because a change in the
corporate income tax rate would mitigate many of the advantages of becoming a
REIT, we are delaying our decision to elect REIT status until it is clear
either way whether there will be meaningful change in the corporate income
tax rate.
Conference Call.
The Company will host a conference call on Wednesday, November 1, 2017 at
2:00 p.m. (EDT). Analysts, stockholders and other interested parties may
access the teleconference live by calling 1-800-311-9401 (pass code 92464)
within the United States. International callers may dial 1-334-323-7224
(pass code 92464). Computer audio live streaming is available via the
Internet through the Company's website at www.frpholdings.com. You may also
click on this link for the live streaming http://stream.conferenceamerica.com/
frp110117. For the archived audio via the internet, click on the following
link http://archive.conferenceamerica.com/archivestream/frp110117.mp3. If
using the Companys website, click on the Investor Relations tab, then select
the earnings conference stream. An audio replay will be available for sixty
days following the conference call. To listen to the audio replay, dial toll
free 1-877-919-4059, international callers dial 1-334-323-0140. The passcode
of the audio replay is 52575111. Replay options: "1" begins playback, "4"
rewind 30 seconds, "5" pause, "6" fast forward 30 seconds, "0" instructions,
and "9" exits recording. There may be a 30-40 minute delay until the archive
is available following the conclusion of the conference call.
Investors are cautioned that any statements in this press release which relate
to the future are, by their nature, subject to risks and uncertainties that
could cause actual results and events to differ materially from those
indicated in such forward-looking statements. These include, but are not
limited to, 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, 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, cybersecurity 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. In addition, if we elect REIT
status these risk factors also would include our ability to qualify or to
remain qualified as a REIT, our ability to satisfy REIT distribution
requirements, the impact of issuing equity, debt or both, and selling assets
to satisfy our future distributions required as a REIT or to fund capital
expenditures, future growth and expansion initiatives, the impact of the
amount and timing of any future distributions, the impact from complying
with REIT qualification requirements limiting our lexibility or causing us
to forego otherwise attractive opportunities, our lack of experience
operating as a REIT, legislative, administrative, regulatory or other
actions affecting REITs, including positions taken by the Internal Revenue
Service, the possibility that our Board of Directors will unilaterally
revoke our REIT election, the possibility that the anticipated benefits of
qualifying as a REIT will not be realized, or will not be realized within
the expected time period, 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.
FRP Holdings, Inc. is a holding company engaged in the real estate business,
namely (i) warehouse/office/residential building ownership, leasing and
management, (ii) mining royalty land ownership and leasing and (iii) land
acquisition, entitlement and development primarily for future warehouse/
office or residential building construction.
FRP HOLDINGS, INC. AND SUBSIDIARIES
-----------------------------------
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)
THREE MONTHS ENDED TWELVE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30
2017 2016 2017 2016
---- ---- ---- ----
Revenues:
Rental revenue $ 8,738 6,259 21,243 18,430
Mining Royalty and rents 1,763 2,016 5,311 5,805
Revenue - reimbursements 1,553 1,501 4,182 4,399
------ ------ ------ ------
Total Revenues 12,054 9,776 30,736 28,634
Cost of operations:
Depreciation, depletion
and amortization 4,769 2,160 9,030 6,155
Operating expenses 1,879 1,146 3,882 3,651
Environmental
remediation expense - - - 2,000
Property taxes 1,401 1,087 3,592 3,357
Management company indirect 560 419 1,504 1,340
Corporate expenses 617 656 2,510 2,348
------ ------ ------ ------
Total cost of operations 9,226 5,468 20,518 18,851
Total operating profit 2,828 4,308 10,218 9,783
Interest income - - - 1
Interest expense (1,251) (273) (1,870) (1,080)
Equity in loss of joint ventures (12) (652) (1,589) (924)
Gain on remeasurement of
investment in real estate
Partnership 60,196 - 60,196 -
(Loss) on investment
land sold - (148) - (257)
------ ------ ------ ------
Income before income taxes 61,761 3,235 66,955 7,523
Provision for income taxes 16,577 1,278 18,615 2,972
------ ------ ------ ------
Net income 45,184 1,957 48,340 4,551
Income attributable to
noncontrolling interest 19,793 - 19,793 -
------ ------ ------ ------
Net income attributable to
the Company $ 25,391 1,957 28,547 4,551
====== ====== ====== ======
Comprehensive income $ 25,391 1,957 28,547 4,551
====== ====== ====== ======
Earnings per common share:
Basic $ 2.54 0.20 2.86 0.46
Diluted $ 2.52 0.20 2.84 0.46
Number of shares (in
thousands) used in computing:
-basic earnings per
common share 10,004 9,865 9,967 9,860
-diluted earnings per
common share 10,066 9,908 10,035 9,902
Asset Management Segment:
------------------------
Three Months Ended September 30
---------------------------------------
(dollars in thousands) 2017 % 2016 % Change %
-------- ------- -------- ------- -------- -------
Rental revenue $ 6,174 81.5% $ 5,977 81.6% $ 197 3.3%
Revenue-reimbursements 1,404 18.5% 1,346 18.4% 58 4.3%
-------- ------- -------- ------- -------- -------
Total revenue 7,578 100.0% 7,323 100.0% 255 3.5%
Depreciation, depletion and amortization 2,090 27.6% 2,071 28.3% 19 .9%
Operating expenses 1,123 14.8% 1,102 15.0% 21 1.9%
Property taxes 792 10.5% 729 10.0% 63 8.6%
Management company indirect 237 3.1% 176 2.4% 61 34.7%
Corporate expense 350 4.6% 339 4.6% 11 3.2%
-------- ------- -------- ------- -------- -------
Cost of operations 4,592 60.6% 4,417 60.3% 175 4.0%
-------- ------- -------- ------- -------- -------
Operating profit $ 2,986 39.4% $ 2,906 39.7% $ 80 2.8%
======== ======= ======== ======= ======== =======
Mining Royalty Lands Segment:
----------------------------
Three Months Ended September 30
---------------------------------------
(dollars in thousands) 2017 % 2016 %
-------- ------- -------- -------
Mining Royalty and rents $ 1,763 98.7% 2,014 98.9%
Revenue-reimbursements 23 1.3% 23 1.1%
-------- ------- -------- -------
Total revenue 1,786 100.0% 2,037 100.0%
Depreciation, depletion and amortization 17 .9% 24 1.2%
Operating expenses 43 2.4% 40 2.0%
Property taxes 59 3.3% 58 2.8%
Corporate expense 30 1.7% 49 2.4%
-------- ------- -------- -------
Cost of operations 149 8.3% 171 8.4%
-------- ------- -------- -------
Operating profit $ 1,637 91.7% $ 1,866 91.6%
======== ======= ======== =======
Land Development and Construction Segment:
-----------------------------------------
Three Months Ended September 30
---------------------------------------
(dollars in thousands) 2017 2016 Change
-------- -------- --------
Rental revenue $ 207 282 (75)
Royalty and rents - 2 (2)
Revenue-reimbursements 116 132 (16)
-------- -------- --------
Total revenue 323 416 (93)
Depreciation, depletion and amortization 98 65 33
Operating expenses 52 4 48
Property taxes 282 300 (18)
Management company indirect 281 243 38
Corporate expense 210 268 (58)
-------- -------- --------
Cost of operations 923 880 43
-------- -------- --------
Operating loss $ (600) (464) (136)
======== ======== ========
Dock 79 Segment:
---------------
Three Months Ended September 30
---------------------------------------
(dollars in thousands) 2017 % 2016 %
-------- ------- -------- -------
Rental revenue $ 2,357 99.6% - -%
Revenue-reimbursements 10 .4% - -%
-------- ------- -------- -------
Total revenue 2,367 100.0% - -%
Depreciation and amortization 2,564 108.3% - -%
Operating expenses 661 27.9% - -%
Property taxes 268 11.3% - -%
Management company indirect 42 1.8% -
Corporate expense 27 1.2% - -%
-------- ------- -------- -------
Cost of operations 3,562 150.5% - -%
-------- ------- -------- -------
Operating profit $ (1,195) -50.5% $ - -%
======== ======= ======== =======
Asset Management Segment:
------------------------
Nine Months Ended September 30
---------------------------------------
(dollars in thousands) 2017 % 2016 % Change %
-------- ------- -------- ------- -------- -------
Rental revenue $ 18,285 82.9% $ 17,887 82.0% $ 398 2.2%
Revenue-reimbursements 3,772 17.1% 3,937 18.0% (165) -4.2%
-------- ------- -------- ------- -------- -------
Total revenue 22,057 100.0% 21,824 100.0% 233 1.1%
Depreciation, depletion and amortization 6,112 27.7% 5,891 27.0% 221 3.8%
Operating expenses 2,941 13.3% 3,306 15.1% (365) -11.0%
Property taxes 2,317 10.5% 2,059 9.4% 258 12.5%
Management company indirect 616 2.8% 582 2.7% 34 5.8%
Corporate expense 1,424 6.5% 1,213 5.6% 211 17.4%
-------- ------- -------- ------- -------- -------
Cost of operations 13,410 60.8% 13,051 59.8% 359 2.8%
-------- ------- -------- ------- -------- -------
Operating profit $ 8,647 39.2% $ 8,773 40.2% $ (126) -1.4%
======== ======= ======== ======= ======== =======
Mining Royalty Lands Segment:
----------------------------
Nine Months Ended September 30
---------------------------------------
(dollars in thousands) 2017 % 2016 %
-------- ------- -------- -------
Mining Royalty and rents $ 5,311 98.7% 5,805 98.8%
Revenue-reimbursements 70 1.3% 69 1.2%
-------- ------- -------- -------
Total revenue 5,381 100.0% 5,874 100.0%
Depreciation, depletion and amortization 91 1.7% 70 1.2%
Operating expenses 121 2.2% 124 2.1%
Property taxes 176 3.3% 176 3.0%
Corporate expense 124 2.3% 176 3.0%
-------- ------- -------- -------
Cost of operations 512 9.5% 546 9.3%
-------- ------- -------- -------
Operating profit $ 4,869 90.5% $ 5,328 90.7%
======== ======= ======== =======
Land Development and Construction Segment:
-----------------------------------------
Nine Months Ended September 30
---------------------------------------
(dollars in thousands) 2017 2016 Change
-------- -------- --------
Rental revenue $ 601 543 58
Revenue-reimbursements 330 393 (63)
-------- -------- --------
Total revenue 931 936 (5)
Depreciation, depletion and amortization 263 194 69
Operating expenses 159 221 (62)
Environmental remediation expense - 2,000 (2,000)
Property taxes 831 1,122 (291)
Management company indirect 846 758 88
Corporate expense 935 959 (24)
-------- -------- --------
Cost of operations 3,034 5,254 (2,220)
-------- -------- --------
Operating loss $ (2,103) (4,318) 2,215
Dock 79 Segment:
---------------
Nine Months Ended September 30
---------------------------------------
(dollars in thousands) 2017 % 2016 %
-------- ------- -------- -------
Rental revenue $ 2,357 99.6% - -%
Revenue-reimbursements 10 .4% - -%
-------- ------- -------- -------
Total revenue 2,367 100.0% - -%
Depreciation and amortization 2,564 108.3% - -%
Operating expenses 661 27.9% - -%
Property taxes 268 11.3% - -%
Management company indirect 42 1.8% -
Corporate expense 27 1.2% - -%
-------- ------- -------- -------
Cost of operations 3,562 150.5% - -%
-------- ------- -------- -------
Operating profit $ (1,195) -50.5% $ - -%
Non-GAAP Financial Measures.
To supplement the financial results presented in accordance with GAAP, FRP
presents certain non-GAAP financial measures within the meaning of Regulation
G promulgated by the Securities and Exchange Commission. The non-GAAP
financial measure included in this quarterly report are net operating income
(NOI). FRP uses these non-GAAP financial measures to analyze its continuing
operations and to monitor, assess, and identify meaningful trends in its
operating and financial performance. These measures are not, and should not
be viewed as, substitutes for GAAP financial measures.
Net Operating Income Reconciliation
Three months ended 09/30/17 (in thousands)
Asset Land Mining FRP
Management Development Dock 79 Royalties Holdings
Segment Segment Segment Segment Totals
---------- ---------- ---------- ---------- ----------
Income from continuing operations 1,581 580 42,040 983 45,184
Income Tax Allocation 1,031 378 14,526 642 16,577
---------- ---------- ---------- ---------- ----------
Income from continuing operations
before income taxes 2,612 958 56,566 1,625 61,761
Less:
Gain on remeasurement of investment
in real estate partnership - - 60,196
Equity in Joint Venture - 1,558 -
Lease intangible rents 1 - -
Unrealized rents 48 - 50
Plus:
Equity in loss of Joint Venture - - 1,558
Interest Expense 374 - 877
Depreciation/Amortization 2,090 98 2,564
Management Co. Indirect 237 281 42
Allocated Corporate Expenses 350 210 27
---------- ---------- ---------- ---------- ----------
Net Operating Income (loss) 5,614 (11) 1,388
Net Operating Income Reconciliation
Three months ended 09/30/16 (in thousands)
Asset Land Mining FRP
Management Development Royalties Holdings
Segment Segment Segment Totals
---------- ---------- ---------- ----------
Income (loss) from continuing operations 1,592 (758) 1,123 1,957
Income Tax Allocation 1,039 (495) 734 1,278
---------- ---------- ---------- ----------
Inc. (loss) from continuing operations
before income taxes 2,631 (1,253) 1,857 3,235
Less:
Lease intangible rents 4 -
Plus:
Unrealized rents 139 -
Equity in loss of Joint Venture - 642
Loss on investment land sold 1 148
Interest Expense 274 -
Depreciation/Amortization 2,071 65
Management Co. Indirect 176 243
Allocated Corporate Expenses 339 267
---------- ----------
Net Operating Income 5,627 112
Net Operating Income Reconciliation
Nine months ended 09/30/17 (in thousands)
Asset Land Mining FRP
Management Development Dock 79 Royalties Holdings
Segment Segment Segment Segment Totals
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations 4,645 (1,280) 42,040 2,935 48,340
Income Tax Allocation 3,009 (823) 14,526 1,903 18,615
---------- ---------- ---------- ---------- ----------
Inc. (loss) from continuing operations
before income taxes 7,654 (2,103) 56,566 4,838 66,955
Less:
Gain on remeasurement of investment
in real estate partnership - - 60,196
Lease intangible rents 5 - -
Unrealized rents 79 - 50
Plus:
Equity in loss of Joint Venture - - 1,558
Interest Expense 993 - 877
Depreciation/Amortization 6,112 263 2,564
Management Co. Indirect 616 846 42
Allocated Corporate Expenses 1,424 935 27
---------- ---------- ---------- ---------- ----------
Net Operating Income (loss) 16,715 (59) 1,388
Net Operating Income Reconciliation
Nine months ended 09/30/16 (in thousands)
Asset Land Mining FRP
Management Development Royalties Holdings
Segment Segment Segment Totals
---------- ---------- ---------- ----------
Income (loss) from continuing operations 4,654 (3,316) 3,213 4,551
Income Tax Allocation 3,038 (2,165) 2,099 2,972
---------- ---------- ---------- ----------
Inc. (loss) from continuing operations
before income taxes 7,692 (5,481) 5,312 7,523
Less:
Lease intangible rents 13 -
Other income - 1
Plus:
Unrealized rents 109 -
Equity in loss of Joint Venture - 893
Loss on investment land sold 1 271
Interest Expense 1,080 -
Depreciation/Amortization 5,891 194
Management Co. Indirect 582 758
Allocated Corporate Expenses 1,213 959
---------- ----------
Net Operating Income (loss) 16,555 (2,407)