UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-Q
_________________
[X ] |
QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
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or
[ ] |
TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_________ to _________
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Commission File Number: 001-36769
_____________________
FRP HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
_____________________
Florida |
|
47-2449198 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
200 W. Forsyth St., 7th Floor,
Jacksonville, FL |
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32202 |
(Address of principal executive offices) |
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(Zip Code) |
904-396-5733
(Registrant’s telephone number, including
area code)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [_]
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes [x] No [_]
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] |
|
Accelerated filer [x] |
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|
|
Non-accelerated filer [_] |
Smaller reporting company [_] |
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Emerging growth company [_] |
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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 [_] No [x]
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date.
|
Class |
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|
|
Outstanding at September 30, 2017 |
|
|
Common Stock, $.10 par value per share |
|
|
|
10,007,167 shares |
|
FRP HOLDINGS, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2017
CONTENTS
Page No.
Preliminary Note Regarding Forward-Looking Statements |
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3 |
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Part I. Financial Information |
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Item 1. |
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Financial Statements |
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Consolidated Balance Sheets |
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4 |
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Consolidated Statements of Income |
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5 |
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Consolidated Statements of Cash Flows |
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6 |
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Condensed Notes to Consolidated Financial Statements |
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8 |
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Item 2. |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
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18 |
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Item 3. |
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Quantitative and Qualitative Disclosures about Market Risks |
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35 |
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Item 4. |
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Controls and Procedures |
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35 |
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Part II. Other Information |
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Item 1A. |
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Risk Factors |
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36 |
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Item 2. |
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Purchase of Equity Securities by the Issuer |
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36 |
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Item 6. |
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Exhibits |
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36 |
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Signatures |
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37 |
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Exhibit 31 |
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Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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39 |
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Exhibit 32 |
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Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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42 |
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-Q
and other factors that might cause differences, some of which could be material, 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 flexibility 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.
These forward-looking statements
are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation
to update such statements, whether as a result of new information, future events or otherwise. Additional information regarding
these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange
Commission.
PART I. FINANCIAL INFORMATION, ITEM 1. FINANCIAL
STATEMENTS
FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited) (In thousands, except share data)
|
|
September 30 |
|
December 31 |
|
Assets: |
|
2017 |
|
2016 |
|
Real estate investments at cost: |
|
|
|
|
|
|
|
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Land |
|
$ |
127,744 |
|
|
|
99,417 |
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Buildings and improvements |
|
|
332,694 |
|
|
|
195,443 |
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Projects under construction |
|
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5,959 |
|
|
|
11,779 |
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Total investments in properties |
|
|
466,397 |
|
|
|
306,639 |
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Less accumulated depreciation and depletion |
|
|
91,788 |
|
|
|
82,392 |
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Net investments in properties |
|
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374,609 |
|
|
|
224,247 |
|
|
|
|
|
|
|
|
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Real estate held for investment, at cost |
|
|
7,176 |
|
|
|
7,176 |
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Investments in joint ventures |
|
|
13,345 |
|
|
|
22,901 |
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Net real estate investments |
|
|
395,130 |
|
|
|
254,324 |
|
|
|
|
|
|
|
|
|
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Cash and cash equivalents |
|
|
2,630 |
|
|
|
— |
|
Cash held in escrow |
|
|
186 |
|
|
|
— |
|
Accounts receivable, Net |
|
|
1,033 |
|
|
|
710 |
|
Federal and state income taxes receivable |
|
|
1,852 |
|
|
|
— |
|
Unrealized rents |
|
|
4,299 |
|
|
|
4,562 |
|
Deferred costs |
|
|
10,781 |
|
|
|
6,786 |
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Other assets |
|
|
181 |
|
|
|
178 |
|
Total assets |
|
$ |
416,092 |
|
|
|
266,560 |
|
|
|
|
|
|
|
|
|
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Liabilities: |
|
|
|
|
|
|
|
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Lines of credit payable |
|
$ |
6,440 |
|
|
|
6,665 |
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Secured notes payable, current portion |
|
|
4,674 |
|
|
|
4,526 |
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Secured notes payable, less current portion |
|
|
103,999 |
|
|
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29,554 |
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Accounts payable and accrued liabilities |
|
|
4,825 |
|
|
|
3,747 |
|
Environmental remediation liability |
|
|
2,037 |
|
|
|
2,037 |
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Bank overdraft |
|
|
— |
|
|
|
254 |
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Federal and state income taxes payable |
|
|
— |
|
|
|
887 |
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Deferred revenue |
|
|
1,397 |
|
|
|
1,126 |
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Deferred income taxes |
|
|
36,075 |
|
|
|
16,455 |
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Deferred compensation |
|
|
1,485 |
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|
|
1,475 |
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Deferred lease intangible, net |
|
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2 |
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|
9 |
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Tenant security deposits |
|
|
940 |
|
|
|
1,005 |
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Total liabilities |
|
|
161,874 |
|
|
|
67,740 |
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Commitments and contingencies (Note 8) |
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Equity: |
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Common stock, $.10 par value
25,000,000 shares authorized,
10,007,167 and 9,914,054 shares issued
and outstanding, respectively |
|
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1,001 |
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|
991 |
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Capital in excess of par value |
|
|
55,341 |
|
|
|
52,647 |
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Retained earnings |
|
|
173,652 |
|
|
|
145,168 |
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Accumulated other comprehensive income, net |
|
|
14 |
|
|
|
14 |
|
Total shareholders’ equity |
|
|
230,008 |
|
|
|
198,820 |
|
Noncontrolling interest MRP |
|
|
24,210 |
|
|
|
— |
|
Total equity |
|
|
254,218 |
|
|
|
198,820 |
|
Total liabilities and shareholders’ equity |
|
$ |
416,092 |
|
|
|
266,560 |
|
|
|
|
|
|
|
|
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|
See accompanying notes.
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, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Revenues: |
|
|
|
|
|
|
|
|
|
|
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|
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|
Rental revenue |
|
$ |
8,738 |
|
|
|
6,259 |
|
|
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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 |
|
|
|
|
|
|
|
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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 (Note 4 Related Party) |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
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, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Comprehensive income |
|
$ |
45,184 |
|
|
|
1,957 |
|
|
|
48,340 |
|
|
|
4,551 |
|
Less: comprehensive income attributable to noncontrolling interests |
|
|
19,793 |
|
|
|
— |
|
|
|
19,793 |
|
|
|
— |
|
Comprehensive income attributable to the Company |
|
$ |
25,391 |
|
|
|
1,957 |
|
|
|
28,547 |
|
|
|
4,551 |
|
FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH
FLOWS
NINE MONTHS
ENDED SEPTEMBER 30, 2017 AND 2016
(In thousands) (Unaudited)
|
|
2017 |
|
|
|
2016 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
Net income |
$ |
48,340 |
|
|
|
4,551 |
|
Adjustments to reconcile net income to net cash |
|
|
|
|
|
|
|
provided by operating activities: |
|
|
|
|
|
|
|
Depreciation, depletion and amortization |
|
9,228 |
|
|
|
6,329 |
|
Deferred income taxes |
|
19,620 |
|
|
|
(1,551 |
) |
Equity in loss of joint ventures |
|
1,589 |
|
|
|
924 |
|
Gain on remeasurement of investment in real estate partnership |
|
(60,196 |
) |
|
|
— |
|
Loss on sale of equipment and property |
|
12 |
|
|
|
238 |
|
Stock-based compensation |
|
588 |
|
|
|
506 |
|
Net changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
|
(283 |
) |
|
|
(418 |
) |
Deferred costs and other assets |
|
(1,221 |
) |
|
|
(1,066 |
) |
Accounts payable and accrued liabilities |
|
444 |
|
|
|
5,141 |
|
Income taxes payable and receivable |
|
(2,739 |
) |
|
|
(1,026 |
) |
Other long-term liabilities |
|
(61 |
) |
|
|
34 |
|
Net cash provided by operating activities |
|
15,321 |
|
|
|
13,662 |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Investments in properties |
|
(12,595 |
) |
|
|
(17,015 |
) |
Investments in joint ventures |
|
(621 |
) |
|
|
(715 |
) |
Proceeds from sale of assets |
|
16 |
|
|
|
2,147 |
|
Cash at consolidation of real estate partnership |
|
2,295 |
|
|
|
— |
|
Cash held in escrow |
|
(15 |
) |
|
|
1,174 |
|
Net cash used in investing activities |
|
(10,920 |
) |
|
|
(14,409 |
) |
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Decrease in bank overdrafts |
|
(254 |
) |
|
|
(63 |
) |
Proceeds from long-term debt |
|
43 |
|
|
|
— |
|
Repayment of long-term debt |
|
(3,367 |
) |
|
|
(3,159 |
) |
Proceeds from borrowing on revolving credit facility |
|
12,845 |
|
|
|
18,042 |
|
Payment on revolving credit facility |
|
(13,070 |
) |
|
|
(14,163 |
) |
Debt issue costs |
|
(21 |
) |
|
|
(139 |
) |
Repurchase of company stock |
|
(74 |
) |
|
|
(43 |
) |
Exercise of employee stock options |
|
2,127 |
|
|
|
272 |
|
Net cash (used in) provided by financing activities |
|
(1,771 |
) |
|
|
747 |
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
2,630 |
|
|
|
— |
|
Cash and cash equivalents at beginning of period |
|
— |
|
|
|
— |
|
Cash and cash equivalents at end of the period |
$ |
2,630 |
|
|
|
— |
|
See accompanying notes.
FRP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
SEPTEMBER 30, 2017
(Unaudited)
(1) Description of Business and Basis of
Presentation.
FRP Holdings, Inc. (“FRP” or the
“Company”) 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.
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”). Our
investment in the Brooksville joint venture and BC FRP Realty joint venture are accounted for under the equity method of accounting
(See Note 11).
Effective July 1, 2017 the Company consolidated
the assets (at fair value), liabilities and operating results of our Riverfront Investment Partners I, LLC partnership (“Dock
79”) which was previously accounted for under the equity method. The ownership of Dock 79 attributable to our partner MRP
Realty 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 amounts of consolidated net income attributable to the noncontrolling interest is clearly
identified on the accompanying Consolidated Statements of Income.
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, 2017 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2017. The accompanying consolidated financial statements and the information included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction
with the Company's consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended
September 30, 2016.
On December 19, 2016, the Company changed its
fiscal year end from September 30 to December 31. The quarter ended December 31, 2016 was a transition period.
(2) Recently Issued Accounting Standards.
In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which requires lessees to recognize a right-to-use
asset and a lease obligation for all leases. Lessees are permitted to make an accounting policy election to not recognize an asset
and liability for leases with a term of twelve months or less. Additional qualitative and quantitative disclosures, including significant
judgments made by management, will be required. Lessors will account for leases using an approach that is substantially equivalent
to existing accounting standards. The new standard will become effective for the Company beginning with the first quarter 2019
and requires a modified retrospective transition approach and includes a number of practical expedients. Early adoption of the
standard is permitted. As the Company is primarily a lessor the adoption of this guidance is not expected to have a material impact
on its financial statements.
In May 2014, the FASB issued ASU No. 2014-09,
“Revenue from Contracts with Customers” which replaces existing revenue recognition standards and significantly expand
the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis
to new contracts and existing contracts with
remaining performance obligations as of the
effective date. While lease contracts with customers, which constitute a vast majority of our revenues, are a specific scope exception,
certain of our revenue streams may be impacted by the new guidance. The new standard is effective beginning with the first quarter
of 2018. The Company currently does not expect the adoption of this guidance to result in a material impact on its financial statements.
In March 2016,
the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based
Payment Accounting”. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based
payments. Excess tax benefits for share-based payments are recorded as a reduction of income taxes and reflected in operating cash
flows upon the adoption of this ASU. Excess tax benefits were recorded in equity and as financing activity prior to adoption of
this ASU. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated
basis. The Company adopted this guidance prospectively as of October 1, 2016. As a result of this adoption in the nine months of
2017 we recorded a $14,000 reduction of income tax expense from excess tax benefits on stock option exercises.
In January 2017, the FASB issued ASU No. 2017-01,
“Business Combinations (Topic 805): Clarifying the Definition of a Business”, to clarify the definition of a business
with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions
of assets or businesses. To be considered a business, an acquisition would have to include an input and a substantive process that
together significantly contribute to the ability to create outputs. The new guidance provides a framework to evaluate when an input
and a substantive process are present. To be a business without outputs, there will now need to be an organized workforce. ASU
2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset
(or a group of similar assets), the assets acquired would not represent a business. The Company adopted this guidance prospectively
as of July 1, 2017. The Company expects this standard to result in building acquisitions being considered an asset rather than
a business. This change will result in acquisition costs being capitalized as part of the asset acquisition, whereas prior treatment
has them recognized in earnings in the period incurred.
(3) Business Segments. The
Company is reporting its financial performance based on four reportable segments, Asset Management, Mining Royalty Lands, Land
Development and Construction and RiverFront on the Anacostia, as described below.
The Asset Management segment owns,
leases and manages warehouse/office buildings located predominately in the Baltimore/Northern Virginia/Washington, DC market area.
Our Mining Royalty Lands segment
owns several properties comprising approximately 15,000 acres currently under lease for mining rents or royalties (this does not
include the 4,280 acres owned in our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia,
all of these properties are located in Florida and Georgia.
Through our Land Development and
Construction segment, we own and are continuously monitoring for their “highest and best use” several parcels of land
that are in various stages of development. Our overall strategy in this segment is to convert all of our non-income producing
lands into income production through (i) an orderly process of constructing new buildings for us to own and operate or (ii) a sale
to, or joint venture with, third parties.
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 SE Waterfront Residential, LLC (“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
as a new segment called RiverFront on the Anacostia.
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, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
7,578 |
|
|
|
7,323 |
|
|
|
22,057 |
|
|
|
21,824 |
|
Mining royalty lands |
|
|
1,786 |
|
|
|
2,037 |
|
|
|
5,381 |
|
|
|
5,874 |
|
Land development and construction |
|
|
323 |
|
|
|
416 |
|
|
|
931 |
|
|
|
936 |
|
RiverFront on the Anacostia |
|
|
2,367 |
|
|
|
— |
|
|
|
2,367 |
|
|
|
— |
|
|
|
|
12,054 |
|
|
|
9,776 |
|
|
|
30,736 |
|
|
|
28,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before corporate expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
3,336 |
|
|
|
3,245 |
|
|
|
10,071 |
|
|
|
9,986 |
|
Mining royalty lands |
|
|
1,667 |
|
|
|
1,915 |
|
|
|
4,993 |
|
|
|
5,504 |
|
Land development and construction |
|
|
(390 |
) |
|
|
(196 |
) |
|
|
(1,168 |
) |
|
|
(3,359 |
) |
RiverFront on the Anacostia |
|
|
(1,168 |
) |
|
|
— |
|
|
|
(1,168 |
) |
|
|
— |
|
Corporate expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated to asset management |
|
|
(350 |
) |
|
|
(339 |
) |
|
|
(1,424 |
) |
|
|
(1,213 |
) |
Allocated to mining royalty lands |
|
|
(30 |
) |
|
|
(49 |
) |
|
|
(124 |
) |
|
|
(176 |
) |
Allocated to land development and construction |
|
|
(210 |
) |
|
|
(268 |
) |
|
|
(935 |
) |
|
|
(959 |
) |
Allocated to RiverFront on the Anacostia |
|
|
(27 |
) |
|
|
— |
|
|
|
(27 |
) |
|
|
— |
|
|
|
|
(617 |
) |
|
|
(656 |
) |
|
|
(2,510 |
) |
|
|
(2,348 |
) |
|
|
$ |
2,828 |
|
|
|
4,308 |
|
|
|
10,218 |
|
|
|
9,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
374 |
|
|
|
273 |
|
|
|
993 |
|
|
|
1,080 |
|
RiverFront on the Anacostia |
|
|
877 |
|
|
|
— |
|
|
|
877 |
|
|
|
— |
|
|
|
$ |
1,251 |
|
|
|
273 |
|
|
|
1,870 |
|
|
|
1,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
2,090 |
|
|
|
2,071 |
|
|
|
6,112 |
|
|
|
5,891 |
|
Mining royalty lands |
|
|
17 |
|
|
|
24 |
|
|
|
91 |
|
|
|
70 |
|
Land development and construction |
|
|
98 |
|
|
|
65 |
|
|
|
263 |
|
|
|
194 |
|
RiverFront on the Anacostia |
|
|
2,564 |
|
|
|
— |
|
|
|
2,564 |
|
|
|
— |
|
|
|
$ |
4,769 |
|
|
|
2,160 |
|
|
|
9,030 |
|
|
|
6,155 |
|
Capital expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
1,273 |
|
|
|
10,276 |
|
|
|
6,061 |
|
|
|
11,510 |
|
Mining royalty lands |
|
|
— |
|
|
|
99 |
|
|
|
— |
|
|
|
205 |
|
Land development and construction |
|
|
2,852 |
|
|
|
4,210 |
|
|
|
6,203 |
|
|
|
5,300 |
|
RiverFront on the Anacostia |
|
|
331 |
|
|
|
— |
|
|
|
331 |
|
|
|
— |
|
|
|
$ |
4,456 |
|
|
|
14,585 |
|
|
|
12,595 |
|
|
|
17,015 |
|
|
|
September 30, |
|
December 31, |
Identifiable net assets |
|
2017 |
|
2016 |
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
180,827 |
|
|
|
169,736 |
|
Mining royalty lands |
|
|
38,744 |
|
|
|
39,259 |
|
Land development and construction |
|
|
44,162 |
|
|
|
57,126 |
|
RiverFront on the Anacostia |
|
|
146,718 |
|
|
|
— |
|
Cash items |
|
|
2,630 |
|
|
|
— |
|
Unallocated corporate assets |
|
|
3,011 |
|
|
|
439 |
|
|
|
$ |
416,092 |
|
|
|
266,560 |
|
(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, 2017.
The consolidated statements of income
reflect charges and/or allocation from Patriot for these services of $352,000 and $362,000 for the three months ended September
30, 2017 and 2016, and $1,229,000 and $1,156,000 for the nine months ended September 30, 2017 and 2016, respectively. Included
in the charges above are amounts recognized for corporate executive stock-based compensation expense. These charges are reflected
as part of corporate expenses.
To determine these allocations between
FRP and Patriot as set forth in the Transition Services Agreement, we generally employed the same methodology historically used
by the Company pre Spin-off to allocate said expenses and thus we believe that the allocations to FRP are a reasonable approximation
of the costs related to FRP’s operations but any such related-party transactions cannot be presumed to be carried out on
an arm’s-length basis as the terms were negotiated while Patriot was still a subsidiary of FRP.
(5) Long-Term Debt. Long-term
debt is summarized as follows (in thousands):
|
|
September 30, |
|
December 31, |
|
|
2017 |
|
2016 |
Revolving credit (uncollateralized) |
|
$ |
6,440 |
|
|
|
6,665 |
|
5.6% to 7.9% mortgage notes |
|
|
|
|
|
|
|
|
due in installments through 2027 |
|
|
30,792 |
|
|
|
34,080 |
|
RiverFront construction loan |
|
|
60,881 |
|
|
|
— |
|
RiverFront EB5 secondary financing |
|
|
17,000 |
|
|
|
— |
|
|
|
|
115,113 |
|
|
|
40,745 |
|
Less portion due within one year |
|
|
4,674 |
|
|
|
4,526 |
|
|
|
$ |
110,439 |
|
|
|
36,219 |
|
On January 30, 2015, the Company
entered into a five year credit agreement with Wells Fargo with a maximum facility amount of $20 million (the "Credit Agreement").
The Credit Agreement provides a revolving credit facility (the “Revolver”) with a $10 million sublimit available for
standby letters of credit. As of September 30, 2017, there was $5,687,000 outstanding on the revolver, $2,266,000 outstanding under
letters of credit and $12,047,000 available for borrowing. The letters of credit were issued to guarantee certain obligations to
state agencies related to real estate development. Most of the letters of credit are irrevocable for a period of one year and typically
are automatically extended for additional one-year periods. The Revolver bears interest at a rate of 1.4% over the selected LIBOR,
which may change quarterly based on the Company’s ratio of Consolidated Total Debt to Consolidated Total Capital, as defined
which excludes FRP RiverFront. A commitment fee of 0.15% per annum is payable quarterly on the unused portion of the commitment.
The commitment fee may also change quarterly based upon the ratio described above. The credit agreement contains certain conditions
and financial covenants, including a minimum $110 million tangible net worth. As of September 30, 2017, the tangible net worth
covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $77.5 million
combined. The Company was in compliance with all covenants as of September 30, 2017.
On July 24, 2015 the Company closed
on a five year, $20 million secured revolver with First Tennessee Bank with a twenty-four month window to convert up to the full
amount of the facility into a ten year term loan. Interest accrues at 1.90% over one month LIBOR plus an annual commitment fee
of 0.10%. As of September 30, 2017, there was $753,000 outstanding on the revolver and $19,247,000 available for borrowing. The
Company expects to close on a second facility with First Tennessee Bank with a $20 million ten year term loan secured by to-be-determined
collateral. The purpose of these loans is to facilitate growth through new construction in the Land Development and Construction
segment and/or acquisition of existing, operating buildings to be added to the Asset Management segment.
Effective July 1, 2017 the Company
consolidated the assets (at current fair value), liabilities and operating results of our Riverfront Investment Partners I, LLC
partnership (“Dock 79”) which was previously accounted for under the equity method. As such the full amount of our
construction loan and secondary financing were recorded in the consolidated financial statements and described below. Both these
financing sources are non-recourse to FRP.
Effective August 7, 2014, the Dock
79 obtained a commitment for a construction loan from a financial institution in the principal amount of $65,000,000 to fund certain
development and construction costs of the Dock 79. The initial maturity date of the loan is the earlier of (i) August 7, 2018,
or (ii) the date to which the loan is accelerated pursuant to certain terms as outlined in the agreement. Dock 79 has the option
to extend the initial maturity date for one extension period of four years (Extension Term) upon the compliance with and satisfaction
of certain conditions as defined in the agreement. The interest rate on the loan through the initial maturity date is based on
the 2.35% over one month LIBOR and the interest rate during the Extension Term (if any) until the maturity date will be based on
a fixed-interest rate swap or interest rate cap, as applicable, for the applicable LIBOR-based rate on the then applicable market
terms. Accrued interest is payable in arrears on the first day of each calendar month and on the maturity date. The outstanding
principal balance on all loans shall be due and payable in full on the maturity date. After maturity, accrued interest on all loans
shall be payable on demand. The loan is secured by any real and personal property of Dock 79. The agreement contains certain conditions,
affirmative financial covenants and negative covenants including the maintenance of a debt service ratio of not less than 1.25
to 1.00 during the Extension Term.
Effective August 7, 2014, Dock 79
partnership member EB5 Capital-Jobs Fund 8, L.P. made an initial capital contribution of $17 million in cash into an escrow account
with a financial institution all of which have been used for construction. Associated with the $17 million cash contribution, EB5
is entitled to earn an investment return. The investment return requires the Dock 79 to pay interest monthly based on an annual
rate of 4.95% for the first 5 years and 8% thereafter, on the balance remaining of the initial capital contributed. Dock 79 is
required to repay or redeem EB5's membership interest for a purchase price equal to the sum of the balance of EB5's contribution
account, plus any accrued by unpaid investment return sixty months after the initial capital contribution, unless extended for
an additional twelve months in accordance with the agreement. Subsequent to the repayment of the investment return, EB5 will no
longer be a partner in the Dock 79. Due to the mandatory redemption requirements associated with the EB5 financing arrangement,
the related investment is classified as a liability on the balance sheets.
During the three months ended September
30, 2017 and September 30, 2016 the Company capitalized interest costs of $210,000 and $382,000, respectively. During the nine
months ended September 30, 2017 and September 30, 2016 the Company capitalized interest costs of $812,000 and $864,000, respectively.
(6) Earnings per Share. The
following details the computations of the basic and diluted earnings per common share (in thousands, except per share amounts):
|
Three Months ended |
|
Nine Months ended |
|
September 30, |
|
September 30, |
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Weighted average common shares |
|
|
|
|
|
|
|
outstanding during the period |
|
|
|
|
|
|
|
- shares used for basic |
|
|
|
|
|
|
|
earnings per common share |
|
10,004 |
|
|
|
9,865 |
|
|
|
9,967 |
|
|
|
9,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issuable under |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share based payment plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
which are potentially dilutive |
|
62 |
|
|
|
43 |
|
|
|
68 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares used for diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
earnings per common share |
|
10,066 |
|
|
|
9,908 |
|
|
|
10,035 |
|
|
|
9,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the Company |
$ |
25,391 |
|
|
|
1,957 |
|
|
|
28,547 |
|
|
|
4,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
2.54 |
|
|
|
0.20 |
|
|
|
2.86 |
|
|
|
0.46 |
|
Diluted |
$ |
2.52 |
|
|
|
0.20 |
|
|
|
2.84 |
|
|
|
0.46 |
|
For the three and nine months ended September
30, 2017, 13,610 and 22,422 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, 2016, 42,040
and 72,090 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because
their inclusion would have been anti-dilutive.
(7) Stock-Based Compensation Plans.
The Company has two Stock Option Plans (the 2006 Stock Incentive Plan and the 2016 Equity Incentive Option Plan) under which
options for shares of common stock were granted to directors, officers and key employees. The 2016 plan permits the grant of stock
options, stock appreciation rights, restricted stock awards, restricted stock units, or stock awards. The options awarded under
the plans have similar characteristics. All stock options are non-qualified and expire ten years from the date of grant. Stock
based compensation awarded to directors, officers and employees are exercisable immediately or become exercisable in cumulative
installments of 20% or 25% at the end of each year following the date of grant. When stock options are exercised the Company issues
new shares after receipt of exercise proceeds and taxes due, if any, from the grantee. The number of common shares available for
future issuance was 569,917 at September 30, 2017.
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 no dividend yield, expected volatility between 35% and 46%, risk-free
interest rate of .3% to 4.2% and expected life of 3.0 to 7.0 years.
The dividend yield of zero 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.
As previously disclosed, Thompson
S. Baker II resigned from his position as CEO and from the board of directors on March 13, 2017. In recognition of his outstanding
service to the Company, the Board approved the vesting of all of Mr. Baker's outstanding FRP stock options, which expired 90 days
following the termination of his employment. The vesting of Mr. Baker’s outstanding FRP options that were issued prior to
the spin-off required Patriot to record modification stock compensation expense of $150,000. FRP reimbursed Patriot for this cost
under the transition services agreement. The vesting of Mr. Baker’s outstanding FRP options that were issued subsequent to
the spin-off required modified stock compensation expense of $41,000.
The Company recorded the following
stock compensation expense in its consolidated statements of income (in thousands):
|
|
Three Months ended |
|
Nine Months ended |
|
|
|
September 30, |
|
September 30, |
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
Stock option grants |
|
$ |
33 |
|
|
|
31 |
|
|
|
143 |
|
|
|
94 |
|
Annual director stock award |
|
|
— |
|
|
|
— |
|
|
|
445 |
|
|
|
412 |
|
|
|
$ |
33 |
|
|
|
31 |
|
|
|
588 |
|
|
|
506 |
|
A summary of changes in outstanding
options is presented below (in thousands, except share and per share amounts):
|
|
|
Weighted |
|
Weighted |
|
Weighted |
|
Number |
|
Average |
|
Average |
|
Average |
|
Of |
|
Exercise |
|
Remaining |
|
Grant Date |
Options |
Shares |
|
Price |
|
Term (yrs) |
|
Fair Value(000's) |
Outstanding at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2017 |
|
236,385 |
|
|
$ |
25.35 |
|
|
|
6.1 |
|
|
$ |
2,440 |
|
Granted |
|
4,555 |
|
|
$ |
37.55 |
|
|
|
|
|
|
$ |
75 |
|
Modification |
|
— |
|
|
$ |
30.21 |
|
|
|
|
|
|
$ |
(137 |
) |
Exercised |
|
(84,630 |
) |
|
$ |
25.13 |
|
|
|
|
|
|
$ |
(783 |
) |
Outstanding at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017 |
|
156,310 |
|
|
$ |
25.82 |
|
|
|
5.5 |
|
|
$ |
1,595 |
|
Exercisable at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017 |
|
114,020 |
|
|
$ |
23.83 |
|
|
|
4.7 |
|
|
$ |
1,010 |
|
Vested during |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
nine months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017 |
|
26,839 |
|
|
|
|
|
|
|
|
|
|
$ |
223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value of
exercisable in-the-money options was $2,442,000 and the aggregate intrinsic value of outstanding in-the-money options was $3,037,000
based on the market closing price of $45.25 on September 29, 2017 less exercise prices.
The unrecognized compensation cost
of options granted to FRP employees but not yet vested as of September 30, 2017 was $343,000, which is expected to be recognized
over a weighted-average period of 3.5 years.
Gains of $1,474,000 were realized
by option holders during the nine months ended September 30, 2017. Patriot realized the tax benefits of $1,365,000 of these gains
because these options were exercised by Patriot employees for options granted prior to the spin-off.
(8) Contingent Liabilities.
Certain of the Company’s subsidiaries are involved in litigation on a number of matters and are subject to certain claims
which arise in the normal course of business. The Company has retained certain self-insurance risks with respect to losses for
third party liability and property damage. The liability at any point in time depends upon the relative ages and amounts of the
individual open claims. In the opinion of management, none of these matters are expected to have a material adverse effect on the
Company’s consolidated financial condition, results of operations or cash flows.
Preliminary testing on the site of
the Company's four phase master development known as RiverFront on the Anacostia in Washington, D.C. indicated the presence of
contaminated material that will have to be specially handled upon excavation in conjunction with construction. The Company agreed
with our joint venture partner to bear the cost of handling the contaminated materials on the first phase of this development up
to a cap of $1.871 million. As of September 30, 2016, the excavation and foundation work for
Phase 1 were substantially complete and the total remediation expense was $1.833 million. During the quarter ending December
31, 2015, management successfully completed negotiations and entered into a $3,000,000 settlement of environmental claims on all
four phases against our former tenant at the Riverfront on the Anacostia property and continues to pursue settlement negotiations
with other potentially responsible parties. The Company executed a letter of intent with MRP Realty in May 2016 to develop Phase
II of the Riverfront on the Anacostia project and recorded an estimated environmental remediation expense of $2.0 million for the
Company’s estimated liability under the proposed agreement. The Company has no obligation to remediate this contamination
on Phases III and IV of the development until such time as it makes a commitment to commence construction on each phase. The Company's
actual expense to address this issue may be materially higher or lower than the expense previously recorded depending upon the
actual costs incurred.
(9) Concentrations.
One tenant accounts for 11% of the Company’s consolidated revenues during the quarter ended September 30, 2017. The
mining royalty lands segment has a total of four tenants currently leasing mining locations and one lessee that accounted for 15.4%
of the Company’s consolidated revenues during the nine months ended
September 30, 2017 and $106,769 of
accounts receivable at September 30, 2017. The termination of these lessees’ underlying leases could have a material
adverse effect on the Company. The Company places its cash and cash equivalents with First Tennessee Bank. At times, such
amounts may exceed FDIC limits.
(10) Fair Value Measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used
to measure fair value into three broad levels. Level 1 means the use of quoted prices in active markets for identical assets or
liabilities. Level 2 means the use of values that are derived principally from or corroborated by observable market data. Level
3 means the use of inputs are those that are unobservable and significant to the overall fair value measurement.
As of September 30, 2017 the Company
had no assets or liabilities measured at fair value on a recurring or non-recurring basis. Footnote 12 describes a remeasurement
to fair value of certain assets at July 1, 2017. At September 30, 2017 and 2016, the carrying amount reported in the consolidated
balance sheets for cash and cash equivalents, short-term notes payable and revolving credit approximate their fair value based
upon the short-term nature of these items.
The fair values of the Company’s
other mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities.
At September 30, 2017, the carrying amount and fair value of such other long-term debt was $115,113,000 and $117,827,000, respectively.
At December 31, 2016, the carrying amount and fair value of such other long-term debt was $40,745,000 and $43,747,000, respectively.
(11) Investments in Joint Ventures
(Equity Method).
Brooksville. In 2006, the Company entered
into a Joint Venture Agreement with Vulcan Materials Company to jointly own and develop approximately 4,300 acres of land near
Brooksville, Florida. Under the terms of the joint venture, FRP contributed its fee interest in approximately 3,443 acres formerly
leased to Vulcan under a long-term mining lease which had a net book value of $2,548,000. Vulcan is entitled to mine a portion
of the property until 2032 and pay royalties to the Company. FRP also contributed $3,018,000 for one-half of the acquisition costs
of a 288-acre contiguous parcel. Vulcan contributed 553 acres that it owned as well as its leasehold interest in the 3,443 acres
that it leased from FRP and $3,018,000 for one-half of the acquisition costs of the 288-acre contiguous parcel. The joint venture
is jointly controlled by Vulcan and FRP. Distributions will be made on a 50-50 basis except for royalties and depletion specifically
allocated to the Company. Other income for the nine months ended September 30, 2017 includes a loss of $31,000 representing the
Company’s portion of the loss of this joint venture.
BC FRP Realty (Windlass Run). During
the quarter ending March 2016, we entered into an agreement with a Baltimore development company (St. John Properties, Inc.) to
jointly develop the remaining lands of our Windlass Run Business Park. The 50/50 partnership initially calls for FRP to combine
its 25 acres (valued at $7,500,000) with St. John Properties’ adjacent 10 acres fronting on a major state highway (valued
at $3,239,536) which resulted in an initial cash distribution of $2,130,232 to FRP in May, 2016. Thereafter, the venture will jointly
develop the combined properties into a multi-building business park to consist of approximately 329,000 square feet of single story
office space.
Investments in Joint Ventures (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company's |
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
Net Loss |
|
|
Share of Net |
|
|
|
|
|
|
Total |
|
|
of the |
|
|
of the |
|
|
Loss of the |
|
|
|
Ownership |
|
|
Investment |
|
|
Partnership |
|
|
Partnership |
|
|
Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RiverFront Holdings I, LLC (1) |
|
— |
|
|
— |
|
|
— |
|
|
$ (2,019 |
) |
|
$ (1,558 |
) |
Brooksville Quarry, LLC |
|
50.00 |
% |
|
$ 7,487 |
|
|
$ 14,445 |
|
|
(62 |
) |
|
(31 |
) |
BC FRP Realty, LLC |
|
50.00 |
% |
|
5,858 |
|
|
12,298 |
|
|
— |
|
|
— |
|
Total |
|
|
|
|
$ 13,345 |
|
|
$ 26,743 |
|
|
$ (2,081 |
) |
|
$ (1,589 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RiverFront Holdings I, LLC |
|
77.14 |
% |
|
$10,151 |
|
|
$90,420 |
|
|
$ (1,446 |
) |
|
$ (1,115 |
) |
Brooksville Quarry, LLC |
|
50.00 |
% |
|
7,522 |
|
|
14,341 |
|
|
(8 |
) |
|
(4 |
) |
BC FRP Realty, LLC |
|
50.00 |
% |
|
5,228 |
|
|
10,784 |
|
|
— |
|
|
— |
|
Total |
|
|
|
|
$ 22,901 |
|
|
$ 115,545 |
|
|
$ (1,454 |
) |
|
$ (1,119 |
) |
| (1) | The Company consolidated this joint venture effective July 1, 2017 (see Footnote 12). |
Balance Sheet at December 31, 2016 (in thousands):
|
|
As of December 31, 2016 |
|
|
Riverfront |
|
Brooksville |
|
BC FRP |
|
|
|
|
Holdings I, LLC |
|
Quarry, LLC |
|
Realty, LLC |
|
Total |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
1,023 |
|
|
$ |
18 |
|
|
$ |
21 |
|
|
$ |
1,062 |
|
Cash held in escrow |
|
|
88 |
|
|
|
— |
|
|
|
— |
|
|
|
88 |
|
Investments in real estate, net |
|
|
89,309 |
|
|
|
14,323 |
|
|
|
10,763 |
|
|
|
114,395 |
|
Total Assets |
|
$ |
90,420 |
|
|
$ |
14,341 |
|
|
$ |
10,784 |
|
|
$ |
115,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Liabilities |
|
$ |
6,348 |
|
|
$ |
1 |
|
|
$ |
47 |
|
|
$ |
6,396 |
|
Long-term Debt |
|
|
69,042 |
|
|
|
— |
|
|
|
— |
|
|
|
69,042 |
|
Capital – FRP |
|
|
10,151 |
|
|
|
7,522 |
|
|
|
5,228 |
|
|
|
22,901 |
|
Capital - Third Parties |
|
|
4,879 |
|
|
|
6,818 |
|
|
|
5,509 |
|
|
|
17,206 |
|
Total Liabilities and Capital |
|
$ |
90,420 |
|
|
$ |
14,341 |
|
|
$ |
10,784 |
|
|
$ |
115,545 |
|
Income statements for the RiverFront Holdings I, LLC, prior to consolidation
July 1, 2017 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Revenues: |
|
|
|
|
|
|
|
|
Rental Revenue |
|
$ |
— |
|
|
|
— |
|
|
$ |
3,053 |
|
|
|
127 |
|
Revenue – Reimbursements |
|
|
— |
|
|
|
127 |
|
|
|
33 |
|
|
|
— |
|
Total Revenues |
|
|
— |
|
|
|
127 |
|
|
|
3,086 |
|
|
|
127 |
|
Cost of operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
— |
|
|
|
228 |
|
|
|
1,958 |
|
|
|
325 |
|
Operating expenses |
|
|
— |
|
|
|
405 |
|
|
|
1,096 |
|
|
|
621 |
|
Property taxes |
|
|
— |
|
|
|
41 |
|
|
|
459 |
|
|
|
41 |
|
Total cost of operations |
|
|
— |
|
|
|
674 |
|
|
|
3,513 |
|
|
|
987 |
|
Total operating profit |
|
|
— |
|
|
|
(547 |
) |
|
|
(427 |
) |
|
|
(860 |
) |
Interest expense |
|
|
— |
|
|
|
(280 |
) |
|
|
(1,592 |
) |
|
|
(280 |
) |
Net loss of the Partnership |
|
$ |
— |
|
|
|
(827 |
) |
|
$ |
(2,019 |
) |
|
|
(1,140 |
) |
The amount of consolidated accumulated deficit
for these joint ventures was $(2,633,000) and $(1,667,000) as of September 30, 2017 and December 31, 2016 respectively.
(12) Consolidation of RiverFront Investment
Partners I, LLC. On March 30, 2012 the Company entered into a Contribution Agreement with MRP SE Waterfront Residential, LLC.
(“MRP”) to form a joint venture to develop the first phase only of the four phase master development known as RiverFront
on the Anacostia in Washington, D.C. The purpose of the Joint Venture is to develop and own an approximately 300,000 square foot
residential apartment
building (including approximately 18,000 square
feet of retail) on approximately 2 acres of the roughly 5.82 acre site. The joint venture, RiverFront Investment Partners I, LLC
(“RiverFront I”) was formed in June 2013 as contemplated. The Company contributed land with an agreed to value of $13,500,000
(cost basis of $6,165,000) and contributed cash of $4,866,000 to the Joint Venture for a 77.14% stake in the venture. MRP contributed
capital of $5,553,000 to the joint venture including development costs paid prior to formation of the joint venture. The Joint
Venture closed on $17,000,000 of EB5 secondary financing and a nonrecourse construction loan for $65,000,000 on August 8, 2014.
Both these financing sources are non-recourse to FRP. At the time of these financings, RiverFront Holdings I, LLC. was formed as
a parent to RiverFront Investment Partners I, LLC with EB5 as an equity partner in Riverfront Holdings I, LLC. Construction commenced
in October 2014, first occupancy was in August 2016. As of September 30, 2017 96.4% of the units were leased. The Company’s
equity interest in the joint venture was previously accounted for under the equity method of accounting as MRP acts as the administrative
agent of the joint venture and oversees and controls the day to day operations of the project.
In July 2017, Phase I (Dock 79) 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 contractual
payouts assuming a sale at the value of the development at the time of this “Conversion election”.
The attainment of 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 July 1, 2017, 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 $60,196,000
of which $20,469,000 was attributed to the noncontrolling interest. In accordance with the terms of the Joint Venture agreements,
the Company used the fair value amount at date of conversion and calculated an adjusted ownership under the Conversion election.
As such for financial reporting purposes effective July 1, 2017 the Company ownership is based upon this substantive profit sharing
arrangement and is estimated at 66.0% on a prospective basis.
|
|
As of July 1, 2017 |
|
|
Riverfront |
|
Gain on Remeasure- |
|
|
|
|
|
|
Holdings I, LLC |
|
ment |
|
|
Revised |
|
|
|
|
|
|
|
|
|
|
Land |
|
$ |
7,220 |
|
|
$ |
21,107 |
|
|
|
|
$ |
28,327 |
|
Building and improvements, net |
|
|
81,773 |
|
|
|
34,362 |
|
|
|
|
|
116,135 |
|
Value of leases in place |
|
|
— |
|
|
|
4,727 |
|
|
|
|
|
4,727 |
|
Cash |
|
|
2,295 |
|
|
|
— |
|
|
|
|
|
2,295 |
|
Cash held in escrow |
|
|
171 |
|
|
|
— |
|
|
|
|
|
171 |
|
Accounts receivable |
|
|
40 |
|
|
|
— |
|
|
|
|
|
40 |
|
Prepaid expenses |
|
|
142 |
|
|
|
— |
|
|
|
|
|
142 |
|
Total Assets |
|
$ |
91,641 |
|
|
$ |
60,196 |
|
|
|
|
$ |
151,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Debt |
|
$ |
78,587 |
|
|
$ |
— |
|
|
|
|
$ |
78,587 |
|
Amortizable debt costs |
|
|
(852 |
) |
|
|
— |
|
|
|
|
|
(852 |
) |
Other liabilities |
|
|
905 |
|
|
|
— |
|
|
|
|
|
905 |
|
Equity – FRP |
|
|
8,583 |
|
|
|
39,727 |
|
|
|
|
|
48,310 |
|
Equity - MRP |
|
|
4,418 |
|
|
|
20,469 |
|
|
|
|
|
24,887 |
|
Total Liabilities and Capital |
|
$ |
91,641 |
|
|
$ |
60,196 |
|
|
|
|
$ |
151,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
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.
Overview - FRP Holdings, Inc. (“FRP”
or the “Company”) is a holding company engaged in the real estate business, namely (i) warehouse/office building ownership,
leasing and management, (ii) mining royalty land ownership and leasing and (iii) land acquisition, entitlement and development
primarily for future warehouse/office or residential building construction.
The Company’s operations are influenced
by a number of external and internal factors. External factors include levels of economic and industrial activity in the United
States and the Southeast, construction activity and costs, aggregates sales by lessees from the Company’s mining properties,
interest rates, market conditions in the Baltimore/Northern Virginia/Washington DC area, and our ability to obtain zoning and entitlements
necessary for property development. Internal factors include administrative costs and group health claims experience.
Potential REIT Conversion.
Whether through strategic acquisitions, organic
growth, joint ventures, or putting our non-income producing land to work, our constant aim is to create and grow shareholder value.
To that end, 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 Company 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 fiscal year 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.
Asset Management Segment.
The Asset Management segment
owns, leases and manages warehouse/office buildings located predominately in the Baltimore/Northern Virginia/Washington, DC market
area. We focus primarily on owning flexible type facilities that cater to the maximum number of tenant types. As most of
our buildings are less than 150,000 square feet, we focus on local and regional vs. national tenants. Hands-on service provided
by our in-house construction and property management teams keeps us close to our tenant base. These practices are the cornerstone
of our mission to provide the highest quality product and services at competitive rates resulting in tenant satisfaction and ultimately,
retention.
These assets create revenue
and cash flows through tenant rental payments, lease management fees and reimbursements for building operating costs. The major
cash outlays incurred in this segment are for operating expenses, real estate taxes, building repairs, lease commissions and other
lease closing costs, construction of tenant improvements, capital to
acquire existing operating
buildings and closing costs related thereto and personnel costs of our property management team. Of the 43 buildings we own today,
28 were constructed by the Company through what is now known as our Land Development and Construction segment. Additionally, over
the years, we have opportunistically acquired 15 existing operating buildings, typically in connection with a deferred like-kind
(Section 1031) exchange opportunity. Today, this segment consists of 4 million square feet.
Management focuses on several
factors to measure our success on a comparative basis in this segment. The major factors we focus on are (1) revenue growth, (2)
net operating income, (3) growth in occupied square feet, (4) actual occupancy rate, (5) average annual occupied square feet, (6)
average annual occupancy rate (defined as the occupied sf at the end of each month during a fiscal year divided by the number of
months to date in that fiscal year as a percentage of the average number of square feet in the portfolio over that same time period),
(7) growth of our portfolio (in square feet), and (8) tenant retention success rate (as a percentage of total square feet to be
renewed).
Asset Management segment – nine months ended |
September 30, 2017 |
September 30, 2016 |
Revenues |
$22,057,000 |
21,824,000 |
Net Operating Income (Cash Basis) |
$16,715,000 |
16,554,000 |
Occupied square feet |
3,637,236 |
3,486,681 |
Overall occupancy rate |
91.3% |
89.9% |
Average YTD occupied square feet |
3,529,911 |
3,383,261 |
Average YTD occupancy rate |
89.4% |
89.5% |
Portfolio square feet |
3,983,813 |
3,880,365 |
Retention Success rate |
81% |
64% |
Mining Royalty Lands
Segment.
Our Mining Royalty Lands segment
owns several properties comprising approximately 15,000 acres currently under lease for mining rents or royalties (this does not
include the 4,280 acres owned in our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia,
all of these properties are located in Florida and Georgia. The typical lease in this segment requires the tenant to pay
us a royalty based on the number of tons of mined materials sold from our property during a given fiscal year multiplied by a percentage
of the average annual sales price per ton sold. As a result of this royalty payment structure, we do not bear the cost risks associated
with the mining operations, however, we are subject to the cyclical nature of the construction markets in these States as both
volumes and prices tend to fluctuate through those cycles. In certain locations, typically where the reserves on our property have
been depleted but the tenant still has a need for the leased land, we collect a fixed annual rental amount. We believe that the
number of tons and the price per ton will rise on the aggregates under lease as construction continues to grow in Florida, Georgia,
and Virginia which would positively benefit our profitability in this segment. Our mining properties had estimated remaining
reserves of 415 million tons as of September 30, 2016 after a total of 6.9 million tons were consumed in fiscal 2016.
The major expenses in this
segment are comprised of collection and accounting for royalties, management’s oversight of the mining leases, land entitlement
for post-mining uses and property taxes at our non-leased locations and at our Grandin location which, unlike our other leased
mining locations, are not paid by the tenant. As such, our costs in this business are very low as a percentage of revenue,
are relatively stable and are not affected by increases in production at our locations. Our current mining tenants include Vulcan
Materials, Martin Marietta and Cemex, among others.
Additionally, these locations
provide us with excellent opportunities for valuable “second lives” for these assets through proper land planning and
entitlement.
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 |
1,993 +/- |
Approval in place for 105, 1 acre, waterfront residential lots after mining completed. |
Gulf Hammock, FL |
1,600 +/- |
Currently on the market for $4.5 million |
Total |
7,873 +/- |
|
Land Development and
Construction Segment.
Through our Land Development
and Construction segment, we own and are continuously monitoring for their “highest and best use” several parcels of
land that are in various stages of development. Our overall strategy in this segment is to convert all of our non-income
producing lands into income production through (i) an orderly process of constructing new warehouse/office buildings for us to
own and operate or (ii) a sale to, or joint venture with, third parties.
Revenues in this segment
are generated predominately from land sales and interim property rents. The significant cash outlays incurred in this segment are
for land acquisition costs, entitlement costs, property taxes, design and permitting, the personnel costs of our in-house management
team and horizontal and vertical construction costs.
Since 1990, one of our primary
strategies in this segment has been to acquire, entitle and ultimately develop commercial/industrial business parks providing 5–15
building pads which we typically convert into warehouse/office buildings. To date, our management team has converted 28 of these
pads into developed buildings that we continue to own and manage through the Asset Management segment. Our typical practice has
been to transfer these assets to the Asset Management segment on the earlier to occur of (i) commencement of rental revenue or
(ii) issuance of the certificate of occupancy. We have also opportunistically sold several of these pad sites over time to third
party “users”.
The remaining pad sites
in our inventory today are fully entitled, located in business parks in four different submarkets in the DC/Baltimore/Northern
Virginia area, and can support an additional +/- 876,000 sf. of warehouse/office buildings.
Summary of Our Remaining
Lot Inventory:
Location |
Acreage |
SF +/- |
Status |
Lakeside, MD |
20 |
286,500 |
Horizontal development completed. Ready for vertical permitting. |
Windlass Run
Business Park, MD |
17.5
(50%
Interest) |
164,500
(50%
Interest) |
Company owns a 50% in a joint venture formed in April 2016 with St. John Properties. The joint venture owns the 35 acres and plans to develop the land into 12 office buildings for a total of 329,000 sq. ft. |
Patriot Business Center, Manassas, VA |
18 |
96,047 |
Building permit process ongoing for the remaining 96,047 s.f. Includes 12 acres storm water management. |
Hollander 95 Business Park, MD |
33 |
328,740 |
Horizontal development completed. Building permit process ongoing for 94,290 sf. |
Total |
88.5 |
875,787 |
|
Having sites ready for vertical
construction has rewarded us in the past. It is the main reason why we were able to convert 3 of our finished pads at Patriot
Business Park into build-to-suit opportunities in 2012, 2013 and 2014. We completed construction on a 103,448 square foot
building at Patriot Business Park that was put into service in April 2017. We completed construction on a 79,550 square foot spec
building at Hollander Business Park that was put into service in the third quarter of fiscal 2016. In April, 2016 we entered into
a joint venture agreement to develop 12 office buildings on our remaining lots at Windlass Run and on adjacent frontage property
owned by St. John Properties. We will continue to actively monitor these submarkets where we have lots ready for construction and
take advantage of the
opportunities presented to
us.
In addition to the inventory
of finished building lots, we have several other properties that were either spun-off to us from Florida Rock Industries in 1986
or acquired by us from unrelated 3rd parties. These 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.
Our strategy when selling parcels
outright is to attempt to convert the proceeds into income producing real estate for our Asset Management segment through a Section
1031 tax-deferred exchange. An example of this is the Windlass Run 179 acre tract purchased for $5.2 million in 2002. When purchased,
the entire parcel was zoned for commercial/industrial uses. Today, some 70 acres of this original tract makes up our Windlass Run
Business Park. We successfully rezoned the remaining acreage for medium density residential development and on April 17, 2013,
we entered into a contract to sell the residential portion of the property for $19 million. The first phase of the Windlass Run
residential land was sold for $8 million and the proceeds were used in a Section 1031 exchange to acquire our Transit Business
Park in 2013. Phase 2 was sold in November, 2015 for $11.1 million and we used $9.9 million of the proceeds to acquire the fully
leased Port Capital Building.
An example of property in this
segment being developed through joint venture is Phase I of our RiverFront on the Anacostia project which was contributed to a
joint venture with MRP in 2014 to construct a 305 unit apartment building including 18,000 sf of ground floor retail.
Significant Investment Lands Inventory:
Location |
Approx. Acreage |
Status |
NBV |
RiverFront on the Anacostia Phases II-IV |
3.7 |
Phase II final design approval hearings ongoing. |
$10,468,000 |
Hampstead Trade Center, MD |
118 |
Residential conceptual design program ongoing. |
$7,169,000 |
Square 664E,on the Anacostia River in DC |
2 |
Under lease to Vulcan Materials as a concrete batch plant through 2021 with one 5 year renewal option. |
$8,343,000 |
Total |
126 |
|
$25,980,000 |
RIVERFRONT ON THE
ANACOSTIA:
This property consists of 5.8
acres on the Anacostia River and is immediately adjacent to the Washington National’s baseball park in the SE Central Business
District of Washington, DC. Once zoned for industrial use and under a ground lease, this property is no longer under lease and
has been rezoned for the construction of approximately 1.1M square feet of “mixed-use” development in four phases.
In 2014, approximately 2.1 acres (Phase I) of the total 5.8 acres was contributed to a joint venture owned by the Company (77%)
and our partner, MRP Realty (23%), and construction commenced in October 2014 on a 305 unit residential apartment building with
approximately 18,000 sq. ft. of first floor retail space. Lease up commenced in May 2016 and rent stabilization was achieved in
the third quarter of 2017. The attainment of 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, beginning July 1, 2017, the
Company consolidated the assets (at fair value), liabilities and operating results of the joint venture and the property was transferred
from the Land Development and Construction Segment to a new segment, RiverFront on the Anacostia. Phases II, III and IV are slated
for residential, office, and hotel/residential buildings, respectively, all with permitted first floor retail uses. The company
and MRP Realty executed a letter of intent in May 2016 and a Contribution Agreement in February 2017 to develop Phase II but the
joint venture is not yet formed. 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 in the fourth quarter of this calendar year.
On August 24, 2015, in anticipation
of commencing construction of the new Frederick Douglass bridge at a location immediately to the West of the existing bridge, the
District of Columbia filed a Declaration of Taking for a total of 7,390 square feet of permanent easement and a 5,022 square foot
temporary construction easement on land along the western boundary of the land that will ultimately hold Phase III and IV. Previously,
the Company and the District had conceptually agreed to a land swap with no compensation that would have permitted the proposed
new bridge, including construction easements, to be on property wholly owned by the District. As a result, the Planned Unit Development
was designed and ultimately approved by the Zoning Commission as if the land swap would occur once the District was ready to move
forward with the new bridge construction. In September 2016 the Company received $1,115,400 as settlement for the easement. The
Company will continue to seek an agreement from the District that the existing bridge easement will terminate when the new bridge
has been placed in service and the existing bridge has been removed. The Company’s position is that otherwise Phase IV will
be adversely impacted and additional compensation or other relief will be due the Company.
HAMPSTEAD TRADE
CENTER: We purchased this 118 acre tract in 2005 for $4.3 million in a Section 1031 exchange with plans of developing it as
a commercial business park. The “great recession” caused us to reassess our plans for this property. As a result, Management
has determined that the prudent course of action is to attempt to rezone the property for residential uses and sell the entire
tract to another developer such that we can redeploy this capital into assets with more near-term income producing potential. In
the fourth quarter of fiscal 2016, the Company received approval from the Town of Hampstead and has rezoned the property for residential
use.
SQUARE 664E, WASHINGTON,
DC
This property sits
on the Anacostia River at the base of South Capitol Street in an area named Buzzard Point, approximately 1 mile down river from
our RiverFront on the Anacostia property. The Square 664E property consists of approximately 2 acres and is currently under lease
to Vulcan Materials for use as a concrete batch plant. The lease terminates on August 31, 2021 and Vulcan has the option to renew
for one additional period of five (5) years. In the quarter ending December 31, 2014, the District of Columbia announced that it
had selected Buzzard Point for the future site of the new DC United major league soccer stadium. The selected stadium location
is separated from our property by just one small industrial lot. In March 2017 reconstruction of the bulkhead was completed at
a cost of $4 million in anticipation of future high rise development.
RiverFront on the Anacostia
Segment.
In 2014, approximately
2.1 acres (Phase I) of the total 5.8 acres was contributed to a joint venture owned by the Company (77%) and our partner, MRP Realty
(23%), and construction commenced in October 2014 on a 305 unit residential apartment building with approximately 18,000 sq. ft.
of first floor retail space. Lease up commenced in May 2016 and rent stabilization of the residential units of 90% occupied was
achieved in the third quarter of 2017. 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”.
The attainment of stabilization also 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 July 1, 2017, the Company consolidated the assets (at current fair value based on a third
party opinion), liabilities and operating results of the joint venture. This consolidation resulted in a gain on remeasurement
of investment in real estate partnership of $60,196,000 of which $20,469,000 was attributed to the noncontrolling interest. The
Company used the fair value amount to calculate adjusted ownership under the Conversion election. As such for financial reporting
purposes effective July 1, 2017 the Company ownership is based upon this substantive profit sharing arrangement and is estimated
at 66.0% on a prospective basis.
As of September 30, the residential
units were 95.4% occupied and 96.4% leased, while retail units are 80.0% leased with just one space remaining.
Comparative Results of Operations for the Three
months ended September 30, 2017 and 2016
Consolidated Results
|
Three months ended |
|
|
|
|
(dollars in thousands) |
September 30, |
|
|
|
|
|
2017 |
|
2016 |
|
Change |
|
% |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Revenue |
$ |
8,738 |
|
|
$ |
6,259 |
|
|
$ |
2,479 |
|
|
|
39.6 |
% |
Mining Royalty and rents |
|
1,763 |
|
|
|
2,016 |
|
|
|
(253 |
) |
|
|
-12.5 |
% |
Revenue-Reimbursements |
|
1,553 |
|
|
|
1,501 |
|
|
|
52 |
|
|
|
3.5 |
% |
Total Revenues |
|
12,054 |
|
|
|
9,776 |
|
|
|
2,278 |
|
|
|
23.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation/Depletion/Amortization |
|
4,769 |
|
|
|
2,160 |
|
|
|
2,609 |
|
|
|
120.8 |
% |
Operating Expenses |
|
1,879 |
|
|
|
1,146 |
|
|
|
733 |
|
|
|
64.0 |
% |
Property Taxes |
|
1,401 |
|
|
|
1,087 |
|
|
|
314 |
|
|
|
28.9 |
% |
Mgmt Co Allocation-In |
|
560 |
|
|
|
419 |
|
|
|
141 |
|
|
|
33.7 |
% |
Corporate Expense |
|
617 |
|
|
|
656 |
|
|
|
(39 |
) |
|
|
-5.9 |
% |
Total cost of operations |
|
9,226 |
|
|
|
5,468 |
|
|
|
3,758 |
|
|
|
68.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit |
|
2,828 |
|
|
|
4,308 |
|
|
|
(1,480 |
) |
|
|
-34.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
(1,251 |
) |
|
|
(273 |
) |
|
|
(978 |
) |
|
|
358.2 |
% |
Equity in loss of joint ventures |
|
(12 |
) |
|
|
(652 |
) |
|
|
640 |
|
|
|
-98.2 |
% |
Gain on remeasurement of investment in real estate
partnership |
|
60,196 |
|
|
|
— |
|
|
|
60,196 |
|
|
|
0.0 |
% |
Loss on investment land sold |
|
— |
|
|
|
(148 |
) |
|
|
148 |
|
|
|
-100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
61,761 |
|
|
|
3,235 |
|
|
|
58,526 |
|
|
|
1809.1 |
% |
Provision for income taxes |
|
16,577 |
|
|
|
1,278 |
|
|
|
15,299 |
|
|
|
1197.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
45,184 |
|
|
|
1,957 |
|
|
|
43,227 |
|
|
|
2208.8 |
% |
Gain attributable to noncontrolling interest |
|
19,793 |
|
|
|
— |
|
|
|
19,793 |
|
|
|
0.0 |
% |
Net income attributable to the Company |
$ |
25,391 |
|
|
$ |
1,957 |
|
|
$ |
23,434 |
|
|
|
1197.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
Asset Management Segment Results
Highlights of the Three Months ended September 30, 2017:
- Total revenue was up $255,000, or 3.5%
|
|
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 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Results
Highlights of the Three Months ended September 30, 2017:
- Mining Royalty and rents revenue were down
$251,000, or 12.5%.
|
|
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 |
% |
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 primarily due a $127,000 decrease in royalties
at our Manassas, Va. quarry, a $47,000 decrease in royalties at our Newberry, Fl. location, a $29,000 decrease in royalties at
our Keuka, Fl. location, a $23,000 decrease in royalties at our Tyrone, Ga. quarry, as well as a $41,000 decrease in royalties
at our Lake Sand, Fl. location. Royalties are down in Manassas because of a $107,000 downward adjustment in last year’s
royalties that we recorded in September. Royalties were down in Newberry because of lower volumes than the previous year.
2016 saw a 300,000 ton increase in production at Newberry over the previous year because operational issues in Argos’ cement
plants in South Carolina and Alabama caused Newberry to increase production to absorb the volumes of those plants. Those
issues have been fixed and production at Newberry has returned to a level more in line with the growth rate of years prior to 2016.
The dip in royalties at Keuka, like at Newberry, is the result of a return to more normal volumes when compared to the previous
year. In 2016, several golf course construction projects led to increased golf sand production. Those projects have
been completed, and so 2017 golf sand shipments have been reflective of maintenance activities. Thus Keuka has had lower
volumes than the previous year. Like last quarter, royalties were down in Tyrone compared to last year because of excessive
rainfall. Finally, as stated the last several quarters, royalties have fallen off in Lake Sand as a consequence of Vulcan having
fully depleted our proven reserves there. Further capital expenditures would be required by our tenant to change their mining
plan at Lake Sand and realize more than three million tons of possible reserves, which we do not anticipate any time soon.
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 Results
Highlights of the Three Months ended September 30, 2017:
- The Company continues to work with MRP Realty
to develop Phase II of the Riverfront on the Anacostia.
|
|
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 |
) |
|
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 Results
Highlights of the Three Months ended September 30, 2017:
- 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. FRP’s share of prior period results are included in the line Equity in loss of joint
ventures in the Company’s overall Consolidated Statements of Income.
|
|
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 |
% |
|
$ |
— |
|
|
|
— |
% |
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.
Comparative Results of Operations for the Nine months
ended September 30, 2017 and 2016
Consolidated Results
|
Nine months ended |
|
|
|
|
(dollars in thousands) |
September 30, |
|
|
|
|
|
2017 |
|
2016 |
|
Change |
|
% |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Revenue |
$ |
21,243 |
|
|
$ |
18,430 |
|
|
$ |
2,813 |
|
|
|
15.3 |
% |
Mining Royalty and rents |
|
5,311 |
|
|
|
5,805 |
|
|
|
(494 |
) |
|
|
-8.5 |
% |
Revenue-Reimbursements |
|
4,182 |
|
|
|
4,399 |
|
|
|
(217 |
) |
|
|
-4.9 |
% |
Total Revenues |
|
30,736 |
|
|
|
28,634 |
|
|
|
2,102 |
|
|
|
7.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation/Depletion/Amortization |
|
9,030 |
|
|
|
6,155 |
|
|
|
2,875 |
|
|
|
46.7 |
% |
Operating Expenses |
|
3,882 |
|
|
|
3,651 |
|
|
|
231 |
|
|
|
6.4 |
% |
Environmental remediation expense |
|
— |
|
|
|
2,000 |
|
|
|
(2,000 |
) |
|
|
-100.0 |
% |
Property Taxes |
|
3,592 |
|
|
|
3,357 |
|
|
|
235 |
|
|
|
7.0 |
% |
Mgmt Co Allocation-In |
|
1,504 |
|
|
|
1,340 |
|
|
|
164 |
|
|
|
12.2 |
% |
Corporate Expense |
|
2,510 |
|
|
|
2,348 |
|
|
|
162 |
|
|
|
6.9 |
% |
Total cost of operations |
|
20,518 |
|
|
|
18.851 |
|
|
|
1,667 |
|
|
|
8.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit |
|
10,218 |
|
|
|
9,783 |
|
|
|
435 |
|
|
|
4.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income and other |
|
— |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
-100.0 |
% |
Interest Expense |
|
(1,870 |
) |
|
|
(1,080 |
) |
|
|
(790 |
) |
|
|
73.1 |
% |
Equity in loss of joint ventures |
|
(1,589 |
) |
|
|
(924 |
) |
|
|
(665 |
) |
|
|
72.0 |
% |
Gain on remeasurement of investments in real estate
Partnership |
|
60,196 |
|
|
|
— |
|
|
|
60,196 |
|
|
|
0.0 |
% |
Loss on investment land sold |
|
— |
|
|
|
(257 |
) |
|
|
257 |
|
|
|
-100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
66,955 |
|
|
|
7,523 |
|
|
|
59,432 |
|
|
|
790.0 |
% |
Provision for income taxes |
|
18,615 |
|
|
|
2,972 |
|
|
|
15,643 |
|
|
|
526.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
48,340 |
|
|
|
4,551 |
|
|
|
43,789 |
|
|
|
962.2 |
% |
Gain attributable to noncontrolling interest |
|
19,793 |
|
|
|
— |
|
|
|
19,793 |
|
|
|
0.0 |
% |
Net income attributable to the Company |
$ |
28,547 |
|
|
$ |
4,551 |
|
|
$ |
23,996 |
|
|
|
527.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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%.
Asset Management Segment Results
Highlights of the Nine Months ended September 30, 2017:
- Rental revenue was up $398,000, or 2.2%
|
|
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 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Results
Highlights of the Nine Months ended September 30, 2017:
- Mining Royalty and rents revenue were down
$494,000, or 8.5%.
|
|
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 |
% |
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 to a $260,000 decrease in royalties
at our Manassas, Va. location, a $154,000 decrease at our Tyrone, Ga. Location, a $127,000 decrease at our Newberry, Fl. location,
a $101,000 decrease at our Keuka, Fl. location, and a $197,000 decrease in royalties at our Lake Sand, Fl. location. Royalties
are down in Manassas because of Vulcan’s mining a portion of the quarry not owned by the Company for two months in our second
quarter as well as a $107,000 downward adjustment in last year’s royalties that we recorded in September. Vulcan has
returned to our portion of the quarry and will be mining there the remainder of the year. Royalties were down in Tyrone compared
to last year because of excessive rainfall the past two quarters. Royalties were down in Newberry because of lower volumes
than the previous year. 2016 saw a 300,000 ton increase in production at Newberry over the previous year because operational
issues in Argos’ cement plants in South Carolina and Alabama caused Newberry to increase production to absorb the volumes
of those plants. Those issues have been fixed and production at Newberry has returned to a level more in line with the growth
rate of years prior to 2016. The dip in royalties at Keuka, like at Newberry, is the result of a return to more normal volumes
when compared to the previous year. In 2016, several golf course construction projects led to increased golf sand production.
Those projects were completed so as a result, 2017 golf sand shipments have been reflective of maintenance activities and thus
Keuka has had lower volumes than the previous year. As stated previously, royalties have fallen off in Lake Sand
as a consequence of Vulcan having fully depleted our proven reserves there. Further capital expenditures would be required
by our tenant to change their mining plan at Lake Sand and realize more than three million tons of possible reserves, which we
do not anticipate any time soon. 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 Results
Highlights of the Nine Months ended September 30, 2017:
- The Company continues to work with MRP Realty
to develop Phase II of the Riverfront on the Anacostia.
|
|
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 |
|
|
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 Results
Highlights of the Nine Months ended September 30, 2017:
- 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. FRP’s share of prior period results are included in the line Equity in loss of joint
ventures in the Company’s overall Consolidated Statements of Income.
|
|
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 |
|
|
|
150.4 |
% |
|
|
— |
|
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
$ |
(1,195 |
) |
|
|
-50.4 |
% |
|
$ |
— |
|
|
|
— |
% |
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 96.42%
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.
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, 2017, we had $5,687,000 borrowed under our $20 million
Wells Fargo revolver, $2,266,000 outstanding under letters of credit and $12,047,000 available to borrow under the revolver. The
Company closed on a $20 million secured revolver with First Tennessee Bank on July 24, 2015 and as of September 30, 2017, we had
$753,000 borrowed and $19,247,000 available to borrow under the revolver. First Tennessee has also committed to provide an additional
$20 million of secured financing to the Company on a ten year term loan amortizing on a twenty five (25) year basis. We expect
to close on this second loan with First Tennessee during 2017.
Cash Flows - The following table summarizes
our cash flows from operating, investing and financing activities for each of the periods presented (in thousands of dollars):
|
|
Nine months |
|
|
|
Ended September 30, |
|
|
|
2017 |
|
2016 |
|
Total cash provided by (used for): |
|
|
|
|
|
|
Operating activities |
$ |
15,321 |
|
|
13,662 |
|
Investing activities |
|
(10,920 |
) |
|
(14,409 |
) |
Financing activities |
|
(1,771 |
) |
|
747 |
|
Increase in cash and cash equivalents |
$ |
2,630 |
|
|
— |
|
|
|
|
|
|
|
|
Outstanding debt at the beginning of the period |
$ |
40,745 |
|
|
42,099 |
|
Outstanding debt at the end of the period |
$ |
115,113 |
|
|
37,081 |
|
Operating Activities - Net cash provided
by operating activities increased $1,659,000 to $15,321,000 for the nine months ended September 30, 2017. The total of net income
plus depreciation, depletion and amortization less gains on sales of property and equipment less gain on remeasurement decreased
$13,734,000 versus the same period last year due to the net income in noncontrolling interest offset by the gain on remeasurement
of real estate partnership upon consolidation of the assets (at current fair value), liabilities and operating results of the RiverFront
joint venture . These changes are described above under “Comparative Results of Operations”. Equity in the loss of
joint ventures was $1,589,000 in the first nine months of 2017 primarily as a result of expenses and depreciation during the lease
up of Dock 79. Deferred income tax liabilities increased by $19,620,000 primarily due to consolidation of the assets (at current
fair value), liabilities and operating results of the RiverFront joint venture. Income tax receivable was $1,852,000 at September
30, 2017 compared to income tax payable of $887,000 at December 31, 2016 resulting in a negative impact to net cash provided by
operating activities of $2,739,000 primarily due to the bonus depreciation on Dock 79.
Investing Activities - For the nine
months ended September 30, 2017, cash required by investing activities decreased $3,489,000 to $10,920,000.
Financing Activities – For the
nine months ended September 30, 2017, cash required by financing activities was $1,771,000 versus cash provided by financing activities
of $747,000 in 2016 primarily due to lower borrowing on the revolver offset by higher exercises of employee stock options.
Credit Facilities - On January
30, 2015, in connection with the Spin-off, the Company terminated its $55 million credit facility entered with Wells Fargo Bank,
N.A. in 2012 and simultaneously entered into a new five year credit agreement with Wells Fargo with a maximum facility amount of
$20 million (the "Credit Agreement"). The Credit Agreement provides a revolving credit facility (the “Revolver”)
with a $10 million sublimit available for standby letters of credit. At the time of the Spin-off, the Company refinanced $10,483,000
of borrowings then outstanding on the terminated revolver. As of September 30, 2017, there was $5,687,000 outstanding on the revolver
and $2,266,000 outstanding under letters of credit and $12,047,000 available for borrowing. The letters of credit were issued to
guarantee certain obligations to state agencies related to real estate development. Most of the letters of credit are irrevocable
for a period of one year and typically are automatically extended for additional one-year periods. The Revolver bears interest
at a rate of 1.4% over the selected LIBOR, which may change quarterly based on the Company’s ratio of Consolidated Total
Debt to Consolidated Total Capital, as defined. A commitment fee of 0.15% per annum is payable quarterly on the unused portion
of the commitment. The commitment fee may also change quarterly based upon the ratio described above. The credit agreement contains
certain conditions and financial covenants, including a minimum $110 million tangible net worth. As of September 30, 2017, the
tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum
of $77.5 million combined. The Company was in compliance with all covenants as of September 30, 2017.
During the first quarter of fiscal
2015, the Company announced the execution of a commitment from First Tennessee Bank to provide up to $40 million dollars of mortgage
backed financing in two separate facilities. On July 24, 2015 the Company closed on a five year, $20 million secured revolver with
a twenty-four month window to convert up to the full amount of the facility into a ten year term loan. Interest accrues at 1.90%
over one month LIBOR plus an annual commitment fee of 0.10%. As of September 30, 2017, there was $753,000 outstanding on the revolver
and $19,247,000 available for borrowing. The second facility is a $20 million ten year term loan secured by to-be-determined collateral.
The purpose of these loans is to facilitate growth through new construction in the Land Development and Construction segment and/or
acquisition of existing, operating buildings to be added to the Asset Management segment.
Cash Requirements – The Board
of Directors has authorized Management to repurchase shares of the Company’s common stock from time to time as opportunities
arise. During the nine months ended September 30, 2017 the Company repurchased 2,000 shares of stock. As of September 30, 2017,
$4,883,000 was authorized for future repurchases of common stock. The Company does not currently pay any cash dividends on common
stock.
The Company currently expects its
2017 capital expenditures to include approximately $19,165,000 for real estate development and acquisitions, of which $12,595,000
has been expended to date, which will be funded mostly out of cash generation from operations and property sales or partly from
borrowings under our credit facilities.
REIT Conversion – Due to the pending
tax reform proposals now in Congress, we have decided to defer the REIT election decision until 2018. If we elect REIT status,
we would be required to distribute to our shareholders an amount equal to at least 90% of our REIT taxable income, determined without
regard to the dividends paid deduction and excluding any net capital gains. Since we will not elect REIT status for the 2017 calendar
year, we would not expect to commence paying regular distributions until 2019 at the earliest. The amount, timing and frequency
of future distributions, however, will be at the sole discretion of our Board of Directors and will be declared based upon various
factors, many of which are beyond our control, including, our financial condition and operating cash flows, the amount required
to maintain REIT status and reduce any income and excise taxes that we otherwise would be required to pay, limitations on distributions
in our existing and future debt instruments, limitations on our ability to fund distributions using cash generated through taxable
REIT subsidiaries and other factors that our Board of Directors may deem relevant.
We currently operate as a C corporation. A
REIT is not permitted to retain earnings and profits (“E&P”) accumulated during the periods when the company or
its predecessor was taxed as a C corporation. If we elect REIT status for the year ending December 31, 2018, we would issue a special
distribution to our shareholders of accumulated earnings and profits on or prior to December 31, 2018 (the “E&P Distribution”).
The E&P Distribution would be taxable to our shareholders. We have not yet determined the amount of our accumulated earnings
and profits. We anticipate that the E&P Distribution would be made in the form of 75% FRP common stock and 25% cash, although
no decision has been
made as to the composition of any E&P Distribution.
The timing of the planned E&P Distribution, which may or may not occur, may be affected by potential changes in tax law, the
completion of various phases of the REIT conversion process and other factors beyond our control.
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.
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 is net operating income (NOI).
FRP uses this non-GAAP financial measure 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 |
|
RiverFront |
|
Mining |
|
FRP |
|
|
Management |
|
Development |
|
Anacostia |
|
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 |
|
RiverFront |
|
Mining |
|
FRP |
|
|
Management |
|
Development |
|
Anacostia |
|
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: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized rents |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
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 |
) |
|
|
|
|
|
|
|
|
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISKS
Interest Rate Risk - We are exposed
to the impact of interest rate changes through our variable-rate borrowings under Credit Agreements with Wells Fargo and First
Tennessee Bank.
Under the Wells Fargo Credit Agreement, the
applicable spread for borrowings at September 30, 2017 was 1.4% over libor. The applicable spread for such borrowings will be increased
in the event that our debt to capitalization ratio as calculated under the Wells Fargo Credit Agreement Facility exceeds a target
level.
The applicable borrowing spread above libor
at September 30, 2017 with First Tennessee Bank was 1.9%.
At September 30, 2017 a 1% increase in the
current per annum interest rate would result in $56,872 of additional interest expense during the next 12 months under the Wells
Fargo Credit Agreement. The foregoing calculation assumes an instantaneous 1% increase in the rates under the Credit Agreement
and that the principal amount under the Credit Agreement is the amount outstanding as of September 30, 2017. The calculation, therefore,
does not account for the differences in the market rates upon which the interest rates of our indebtedness are based or possible
actions, such as prepayment, which we may take in response to any rate increase.
ITEM 4. CONTROLS AND PROCEDURES
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, 2017, 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
In addition to the other information
set forth in this report and the Risks related to our potential REIT election, you should carefully consider the factors discussed
in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2016, which could
materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are
not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to
be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. PURCHASES OF EQUITY SECURITIES BY
THE ISSUER
|
|
|
|
|
(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 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
4,883,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Through |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
4,883,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Through |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
4,883,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
|
(1) On February 4, 2015, the Board
of Directors authorized management to expend up to $5,000,000 to repurchase shares of the Company’s common stock from time
to time as opportunities arise.
Item 6. EXHIBITS
| (a) | Exhibits. The response to this item is submitted as a separate Section entitled
"Exhibit Index", on page 38. |
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 8, 2017 |
|
By |
JOHN D. BAKER II |
|
|
|
|
John D. Baker II |
|
|
|
|
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
By |
JOHN D. MILTON, JR. |
|
|
|
|
John D. Milton, Jr. |
|
|
|
|
Executive Vice President, Treasurer, |
|
|
|
Secretary and Chief Financial Officer |
|
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
By |
JOHN D. KLOPFENSTEIN |
|
|
|
|
John D. Klopfenstein |
|
|
|
|
Controller and Chief Accounting |
|
|
|
Officer (Principal Accounting Officer) |
FRP HOLDINGS, INC.
FORM 10-Q FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2017
EXHIBIT INDEX
(14) |
Financial Code of Ethical Conduct between the Company, Chief Executive Officers and Financial Managers, adopted December 3, 2014, filed herewith. |
(31)(a) |
Certification of John D. Baker II. |
(31)(b) |
Certification of John D. Milton, Jr. |
(31)(c) |
Certification of John D. Klopfenstein. |
(32) |
Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
101.INS |
XBRL Instance Document |
101.XSD |
XBRL Taxonomy Extension Schema |
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase |
101.DEF |
XBRL Taxonomy Extension Definition Linkbase |
101.LAB |
XBRL Taxonomy Extension Label Linkbase |
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase |
Adopted
December 3, 2014
FRP HOLDINGS, INC.
FINANCIAL CODE OF ETHICAL CONDUCT
FRP Holdings,
Inc. (the “Company”) is committed to adhering to the highest ethical standards with respect to its financial management
and the disclosure of financial information in connection with the business and operations of the Company. The Company’s
Chief Executive Officer and the President and Chief Executive Officer of each of its subsidiaries (the “Chief Executive Officers”)
and the financial officers and other financial managers of the Company and its subsidiaries (the “Financial Managers”)
play a critical role in assuring that the Company adheres to these high ethical standards. This Financial Code of Ethical Conduct
sets forth principles to which the Chief Executive Officers and the Financial Managers are expected to adhere and advocate.
You agree, to
the best of your knowledge and ability, to:
| 1. | Act with honesty and integrity and at all times avoid all actual
or apparent conflicts of interests between your personal and business relationships. |
| 2. | Comply with the conflict of interest policies and guidelines set
forth in the Company's Code of Business Conduct and Ethics, including reporting all potential or apparent conflicts of interest
to the person designated in the Company's Code of Business Conduct and Ethics. |
| 3. | Comply with all other provisions of the Company's Code of Business
Conduct and Ethics, as well as all other applicable policies or guidelines in any employee handbook of the Company relating to
the areas covered by this Code. |
| 4. | Provide full, fair, accurate, timely and understandable disclosure
to the President and Chief Financial Officer and the Audit Committee of the Company’s Board of Directors of all material
information known to you regarding the current or future financial condition or financial performance or the business of the Company.
|
| 5. | Promote and help to assure full, fair, accurate, timely and understandable
disclosure in all reports and documents that the Company files with the Securities and Exchange Commission and in other public
communications by the Company. |
| 6. | Comply with all laws, statutes, rules, regulations and stock exchange
listing standards, to the extent applicable to the conduct of your duties and responsibilities. |
| 7. | In performing your duties and responsibilities, act in good faith,
with due care, competence and diligence, responsibly, without misrepresenting any material fact, and without allowing your independent
judgment to be compromised or subordinated. |
| 8. | Respect the confidentiality of information acquired in the course
of your work except when authorized or otherwise legally obligated to make disclosure and not use such confidential information
for personal advantage. |
| 9. | Promptly report all violations of this Code to the corporate secretary
or general counsel of the Company. |
You are prohibited
from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Company’s independent
public auditors for the purpose of rendering the financial statements of the Company misleading.
You understand
that you will be held accountable for your adherence to this Financial Code of Ethical Conduct. Your failure to observe the terms
of this Code may result in disciplinary action, up to and including termination of employment. Violations of this Code may also
constitute violations of law and may result in civil and criminal penalties for you, your supervisors and/or the Company.
If you have any
questions regarding the best course of action in a particular situation, you should promptly contact the corporate secretary or
general counsel of the Company. You may choose to remain anonymous in reporting any possible violation of this Code.
Exhibit 32
CERTIFICATION UNDER SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, each of the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all
material respects, the financial condition and results of operations of FRP Holdings, Inc.
|
|
|
FRP Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
Date: November 8, 2017 |
|
By |
/s/JOHN D. BAKER II |
|
|
|
|
John D. Baker II |
|
|
|
|
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
By |
/s/JOHN D. MILTON, JR. |
|
|
|
|
John D. Milton, Jr. |
|
|
|
|
Executive Vice President, Treasurer, |
|
|
|
Secretary and Chief Financial Officer |
|
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
By |
/s/JOHN D. KLOPFENSTEIN |
|
|
|
|
John D. Klopfenstein |
|
|
|
|
Controller and Chief Accounting |
|
|
|
Officer (Principal Accounting Officer) |
A signed original of this written
statement required by Section 906 has been provided to FRP Holdings, Inc. and will be retained by FRP Holdings, Inc. and furnished
to the Securities and Exchange Commission or its staff upon request.
The foregoing certification accompanies
the issuer’s Quarterly report on Form 10-Q and is not filed as provided in SEC Release Nos. 33-8212, 34-4751 and IC-25967,
dated June 30, 2003.
CERTIFICATIONS Exhibit 31(a)
I, John D. Baker II, certify that:
| 1. | I have reviewed this report on Form 10-Q of FRP Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures,
or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared; |
| b) | designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles; |
| c) | evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls
and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | disclosed in this report any changes in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial report; and |
| 5. | The registrant’s other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee
of registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies in the design or
operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability
to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 8, 2017 /s/John
D. Baker II
Chief
Executive Officer
CERTIFICATIONS Exhibit 31(b)
I, John D. Milton, Jr., certify that:
| 1. | I have reviewed this report on Form 10-Q of FRP Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures,
or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared; |
| b) | designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles; |
| c) | evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls
and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | disclosed in this report any changes in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial report; and |
| 5. | The registrant’s other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee
of registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies in the design or
operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability
to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 8, 2017 /s/John
D. Milton, Jr.
Executive Vice
President, Treasurer,
Secretary
and Chief Financial Officer
CERTIFICATIONS Exhibit 31(c)
I, John D. Klopfenstein, certify that:
| 1. | I have reviewed this report on Form 10-Q of FRP Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures,
or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared; |
| b) | designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles; |
| c) | evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls
and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | disclosed in this report any changes in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial report; and |
| 5. | The registrant’s other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee
of registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies in the design or
operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability
to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 8, 2017 /s/John
D. Klopfenstein
Controller
and Chief Accounting Officer
v3.8.0.1
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v3.8.0.1
Consolidated Balance Sheets - USD ($) $ in Thousands |
Sep. 30, 2017 |
Dec. 31, 2016 |
Assets: |
|
|
Land |
$ 127,744
|
$ 99,417
|
Buildings and improvements |
332,694
|
195,443
|
Projects under construction |
5,959
|
11,779
|
Total investments in properties |
466,397
|
306,639
|
Less accumulated depreciation and depletion |
91,788
|
82,392
|
Net investments in properties |
374,609
|
224,247
|
Real estate held for investment, at cost |
7,176
|
7,176
|
Investments in joint ventures |
13,345
|
22,901
|
Net real estate investments |
395,130
|
254,324
|
Cash and cash equivalents |
2,630
|
0
|
Cash held in escrow |
186
|
0
|
Accounts receivable, net |
1,033
|
710
|
Federal and state income taxes receivable |
1,852
|
0
|
Unrealized rents |
4,299
|
4,562
|
Deferred costs |
10,781
|
6,786
|
Other assets |
181
|
178
|
Total assets |
416,092
|
266,560
|
Liabilities: |
|
|
Lines of credit payable |
6,440
|
6,665
|
Secured notes payable, current portion |
4,674
|
4,526
|
Secured notes payable, less current portion |
103,999
|
29,554
|
Accounts payable and accrued liabilities |
4,825
|
3,747
|
Environmental remediation liability |
2,037
|
2,037
|
Bank overdraft |
0
|
254
|
Federal and state income taxes payable |
0
|
887
|
Deferred revenue |
1,397
|
1,126
|
Deferred income taxes |
36,075
|
16,455
|
Deferred compensation |
1,485
|
1,475
|
Deferred lease intangible, net |
2
|
9
|
Tenant security deposits |
940
|
1,005
|
Total liabilities |
161,874
|
67,740
|
Commitments and contingencies (Note 8) |
|
|
Equity: |
|
|
Common stock, $.10 par value; 25,000,000 shares authorized, 10,007,167 and 9,914,054 shares issued and outstanding, respectively |
1,001
|
991
|
Capital in excess of par value |
55,341
|
52,647
|
Retained earnings |
173,652
|
145,168
|
Accumulated other comprehensive income, net |
14
|
14
|
Total shareholders' equity |
230,008
|
198,820
|
Noncontrolling interest MRP |
24,210
|
0
|
Total Equity |
254,218
|
198,820
|
Total liabilities and shareholders' equity |
$ 416,092
|
$ 266,560
|
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v3.8.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Sep. 30, 2017 |
Dec. 31, 2016 |
Statement of Financial Position [Abstract] |
|
|
Common stock, par value |
$ 0.10
|
$ 0.10
|
Common stock, shares authorized |
25,000,000
|
25,000,000
|
Common stock, shares issued and outstanding |
10,007,167
|
9,914,054
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.8.0.1
Consolidated Statements of Income - USD ($) $ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 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 |
0
|
0
|
0
|
2,000
|
Property taxes |
1,401
|
1,087
|
3,592
|
3,357
|
Management company indirect |
560
|
419
|
1,504
|
1,340
|
Corporate expenses (Note 4 Related Party) |
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 |
0
|
0
|
0
|
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
|
0
|
60,196
|
0
|
Loss on investment land sold |
0
|
(148)
|
0
|
(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
|
0
|
19,793
|
0
|
Net income attributable to the Company |
$ 25,391
|
$ 1,957
|
$ 28,547
|
$ 4,551
|
Earnings per common share: |
|
|
|
|
Basic |
$ 2.54
|
$ .20
|
$ 2.86
|
$ .46
|
Diluted |
$ 2.52
|
$ .20
|
$ 2.84
|
$ .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
|
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v3.8.0.1
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
Income Statement [Abstract] |
|
|
|
|
Comprehensive income |
$ 45,184
|
$ 1,957
|
$ 48,340
|
$ 4,551
|
Less: comprehensive income attributable to noncontrolling interests |
19,793
|
0
|
19,793
|
0
|
Comprehensive income attributable to the Company |
$ 25,391
|
$ 1,957
|
$ 28,547
|
$ 4,551
|
X |
- DefinitionAmount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
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v3.8.0.1
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands |
9 Months Ended |
Sep. 30, 2017 |
Sep. 30, 2016 |
Cash flows from operating activities: |
|
|
Net income |
$ 48,340
|
$ 4,551
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
Depreciation, depletion and amortization |
9,228
|
6,329
|
Deferred income taxes |
19,620
|
(1,551)
|
Equity in loss of joint ventures |
1,589
|
924
|
Gain on remeasurement of investment in real estate partnership |
(60,196)
|
0
|
Loss on sale of equipment and property |
12
|
238
|
Stock-based compensation |
588
|
506
|
Net changes in operating assets and liabilities: |
|
|
Accounts receivable |
(283)
|
(418)
|
Deferred costs and other assets |
(1,221)
|
(1,066)
|
Accounts payable and accrued liabilities |
444
|
5,141
|
Income taxes payable and receivable |
(2,739)
|
(1,026)
|
Other long-term liabilities |
(61)
|
34
|
Net cash provided by operating activities |
15,321
|
13,662
|
Cash flows from investing activities: |
|
|
Investments in properties |
(12,595)
|
(17,015)
|
Investments in joint ventures |
(621)
|
(715)
|
Proceeds from sale of assets |
16
|
2,147
|
Cash at consolidation of real estate partnership |
2,295
|
0
|
Cash held in escrow |
(15)
|
1,174
|
Net cash used in investing activities |
(10,920)
|
(14,409)
|
Cash flows from financing activities: |
|
|
Decrease in bank overdrafts |
(254)
|
(63)
|
Proceeds from long-term debt |
43
|
0
|
Repayment of long-term debt |
(3,367)
|
(3,159)
|
Proceeds from borrowing on revolving credit facility |
12,845
|
18,042
|
Payment on revolving credit facility |
(13,070)
|
(14,163)
|
Debt issue costs |
(21)
|
(139)
|
Repurchase of Company Stock |
(74)
|
(43)
|
Exercise of employee stock options |
2,127
|
272
|
Net cash (used in) provided by financing activities |
(1,771)
|
747
|
Net increase in cash and cash equivalents |
2,630
|
0
|
Cash and cash equivalents at beginning of period |
0
|
0
|
Cash and cash equivalents at end of the period |
$ 2,630
|
$ 0
|
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v3.8.0.1
Description of Business and Basis of Presentation
|
9 Months Ended |
Sep. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Basis of Presentation and Basis of Presentation |
(1) Description of Business and Basis of
Presentation.
FRP Holdings, Inc. (“FRP” or the
“Company”) 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.
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”). Our
investment in the Brooksville joint venture and BC FRP Realty joint venture are accounted for under the equity method of accounting
(See Note 11).
Effective July 1, 2017 the Company consolidated
the assets (at fair value), liabilities and operating results of our Riverfront Investment Partners I, LLC partnership (“Dock
79”) which was previously accounted for under the equity method. The ownership of Dock 79 attributable to our partner MRP
Realty 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 amounts of consolidated net income attributable to the noncontrolling interest is clearly
identified on the accompanying Consolidated Statements of Income.
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, 2017 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2017. The accompanying consolidated financial statements and the information included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with
the Company's consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended
September 30, 2016.
On December 19, 2016, the Company changed its
fiscal year end from September 30 to December 31. The quarter ended December 31, 2016 was a transition period.
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v3.8.0.1
Recently Issued Accounting Standards
|
9 Months Ended |
Sep. 30, 2017 |
Notes to Financial Statements |
|
Recently Issued Accounting Standards |
(2) Recently Issued Accounting Standards.
In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which requires lessees to recognize a right-to-use
asset and a lease obligation for all leases. Lessees are permitted to make an accounting policy election to not recognize an asset
and liability for leases with a term of twelve months or less. Additional qualitative and quantitative disclosures, including significant
judgments made by management, will be required. Lessors will account for leases using an approach that is substantially equivalent
to existing accounting standards. The new standard will become effective for the Company beginning with the first quarter 2019
and requires a modified retrospective transition approach and includes a number of practical expedients. Early adoption of the
standard is permitted. As the Company is primarily a lessor the adoption of this guidance is not expected to have a material impact
on its financial statements.
In May 2014, the FASB issued ASU No. 2014-09,
“Revenue from Contracts with Customers” which replaces existing revenue recognition standards and significantly expand
the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis
to new contracts and existing contracts with remaining performance obligations as of the effective date. While lease contracts
with customers, which constitute a vast majority of our revenues, are a specific scope exception, certain of our revenue streams
may be impacted by the new guidance. The new standard is effective beginning with the first quarter of 2018. The Company currently
does not expect the adoption of this guidance to result in a material impact on its financial statements.
In March 2016,
the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based
Payment Accounting”. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based
payments. Excess tax benefits for share-based payments are recorded as a reduction of income taxes and reflected in operating cash
flows upon the adoption of this ASU. Excess tax benefits were recorded in equity and as financing activity prior to adoption of
this ASU. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated
basis. The Company adopted this guidance prospectively as of October 1, 2016. As a result of this adoption in the nine months of
2017 we recorded a $14,000 reduction of income tax expense from excess tax benefits on stock option exercises.
In January 2017, the FASB issued ASU No. 2017-01,
“Business Combinations (Topic 805): Clarifying the Definition of a Business”, to clarify the definition of a business
with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions
of assets or businesses. To be considered a business, an acquisition would have to include an input and a substantive process that
together significantly contribute to the ability to create outputs. The new guidance provides a framework to evaluate when an input
and a substantive process are present. To be a business without outputs, there will now need to be an organized workforce. ASU
2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset
(or a group of similar assets), the assets acquired would not represent a business. The Company adopted this guidance prospectively
as of July 1, 2017. The Company expects this standard to result in building acquisitions being considered an asset rather than
a business. This change will result in acquisition costs being capitalized as part of the asset acquisition, whereas prior treatment
has them recognized in earnings in the period incurred.
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- DefinitionTabular disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 250 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=64853466&loc=d3e22580-107794
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v3.8.0.1
Business Segments
|
9 Months Ended |
Sep. 30, 2017 |
Segment Reporting [Abstract] |
|
Business Segments |
(3) Business Segments. The
Company is reporting its financial performance based on four reportable segments, Asset Management, Mining Royalty Lands, Land
Development and Construction and RiverFront on the Anacostia, as described below.
The Asset Management segment owns,
leases and manages warehouse/office buildings located predominately in the Baltimore/Northern Virginia/Washington, DC market area.
Our Mining Royalty Lands segment
owns several properties comprising approximately 15,000 acres currently under lease for mining rents or royalties (this does not
include the 4,280 acres owned in our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia,
all of these properties are located in Florida and Georgia.
Through our Land Development and
Construction segment, we own and are continuously monitoring for their “highest and best use” several parcels of land
that are in various stages of development. Our overall strategy in this segment is to convert all of our non-income producing
lands into income production through (i) an orderly process of constructing new buildings for us to own and operate or (ii) a sale
to, or joint venture with, third parties.
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 SE Waterfront Residential, LLC (“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
as a new segment called RiverFront on the Anacostia.
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, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
7,578 |
|
|
|
7,323 |
|
|
|
22,057 |
|
|
|
21,824 |
|
Mining royalty lands |
|
|
1,786 |
|
|
|
2,037 |
|
|
|
5,381 |
|
|
|
5,874 |
|
Land development and construction |
|
|
323 |
|
|
|
416 |
|
|
|
931 |
|
|
|
936 |
|
RiverFront on the Anacostia |
|
|
2,367 |
|
|
|
— |
|
|
|
2,367 |
|
|
|
— |
|
|
|
|
12,054 |
|
|
|
9,776 |
|
|
|
30,736 |
|
|
|
28,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before corporate expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
3,336 |
|
|
|
3,245 |
|
|
|
10,071 |
|
|
|
9,986 |
|
Mining royalty lands |
|
|
1,667 |
|
|
|
1,915 |
|
|
|
4,993 |
|
|
|
5,504 |
|
Land development and construction |
|
|
(390 |
) |
|
|
(196 |
) |
|
|
(1,168 |
) |
|
|
(3,359 |
) |
RiverFront on the Anacostia |
|
|
(1,168 |
) |
|
|
— |
|
|
|
(1,168 |
) |
|
|
— |
|
Corporate expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated to asset management |
|
|
(350 |
) |
|
|
(339 |
) |
|
|
(1,424 |
) |
|
|
(1,213 |
) |
Allocated to mining royalty lands |
|
|
(30 |
) |
|
|
(49 |
) |
|
|
(124 |
) |
|
|
(176 |
) |
Allocated to land development and construction |
|
|
(210 |
) |
|
|
(268 |
) |
|
|
(935 |
) |
|
|
(959 |
) |
Allocated to RiverFront on the Anacostia |
|
|
(27 |
) |
|
|
— |
|
|
|
(27 |
) |
|
|
— |
|
|
|
|
(617 |
) |
|
|
(656 |
) |
|
|
(2,510 |
) |
|
|
(2,348 |
) |
|
|
$ |
2,828 |
|
|
|
4,308 |
|
|
|
10,218 |
|
|
|
9,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
374 |
|
|
|
273 |
|
|
|
993 |
|
|
|
1,080 |
|
RiverFront on the Anacostia |
|
|
877 |
|
|
|
— |
|
|
|
877 |
|
|
|
— |
|
|
|
$ |
1,251 |
|
|
|
273 |
|
|
|
1,870 |
|
|
|
1,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
2,090 |
|
|
|
2,071 |
|
|
|
6,112 |
|
|
|
5,891 |
|
Mining royalty lands |
|
|
17 |
|
|
|
24 |
|
|
|
91 |
|
|
|
70 |
|
Land development and construction |
|
|
98 |
|
|
|
65 |
|
|
|
263 |
|
|
|
194 |
|
RiverFront on the Anacostia |
|
|
2,564 |
|
|
|
— |
|
|
|
2,564 |
|
|
|
— |
|
|
|
$ |
4,769 |
|
|
|
2,160 |
|
|
|
9,030 |
|
|
|
6,155 |
|
Capital expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
1,273 |
|
|
|
10,276 |
|
|
|
6,061 |
|
|
|
11,510 |
|
Mining royalty lands |
|
|
— |
|
|
|
99 |
|
|
|
— |
|
|
|
205 |
|
Land development and construction |
|
|
2,852 |
|
|
|
4,210 |
|
|
|
6,203 |
|
|
|
5,300 |
|
RiverFront on the Anacostia |
|
|
331 |
|
|
|
— |
|
|
|
331 |
|
|
|
— |
|
|
|
$ |
4,456 |
|
|
|
14,585 |
|
|
|
12,595 |
|
|
|
17,015 |
|
|
|
September 30, |
|
December 31, |
Identifiable net assets |
|
2017 |
|
2016 |
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
180,827 |
|
|
|
169,736 |
|
Mining royalty lands |
|
|
38,744 |
|
|
|
39,259 |
|
Land development and construction |
|
|
44,162 |
|
|
|
57,126 |
|
RiverFront on the Anacostia |
|
|
146,718 |
|
|
|
— |
|
Cash items |
|
|
2,630 |
|
|
|
— |
|
Unallocated corporate assets |
|
|
3,011 |
|
|
|
439 |
|
|
|
$ |
416,092 |
|
|
|
266,560 |
|
|
X |
- References
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- DefinitionThe entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -URI http://asc.fasb.org/topic&trid=2134510
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v3.8.0.1
Related Party Transactions
|
9 Months Ended |
Sep. 30, 2017 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
(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, 2017.
The consolidated statements of income
reflect charges and/or allocation from Patriot for these services of $352,000 and $362,000 for the three months ended September
30, 2017 and 2016, and $1,229,000 and $1,156,000 for the nine months ended September 30, 2017 and 2016, respectively. Included
in the charges above are amounts recognized for corporate executive stock-based compensation expense. These charges are reflected
as part of corporate expenses.
To determine these allocations between
FRP and Patriot as set forth in the Transition Services Agreement, we generally employed the same methodology historically used
by the Company pre Spin-off to allocate said expenses and thus we believe that the allocations to FRP are a reasonable approximation
of the costs related to FRP’s operations but any such related-party transactions cannot be presumed to be carried out on
an arm’s-length basis as the terms were negotiated while Patriot was still a subsidiary of FRP.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745
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v3.8.0.1
Long-Term Debt
|
9 Months Ended |
Sep. 30, 2017 |
Debt Disclosure [Abstract] |
|
Long-Term Debt |
(5) Long-Term Debt. Long-term
debt is summarized as follows (in thousands):
|
|
September 30, |
|
December 31, |
|
|
2017 |
|
2016 |
Revolving credit (uncollateralized) |
|
$ |
6,440 |
|
|
|
6,665 |
|
5.6% to 7.9% mortgage notes |
|
|
|
|
|
|
|
|
due in installments through 2027 |
|
|
30,792 |
|
|
|
34,080 |
|
RiverFront construction loan |
|
|
60,881 |
|
|
|
— |
|
RiverFront EB5 secondary financing |
|
|
17,000 |
|
|
|
— |
|
|
|
|
115,113 |
|
|
|
40,745 |
|
Less portion due within one year |
|
|
4,674 |
|
|
|
4,526 |
|
|
|
$ |
110,439 |
|
|
|
36,219 |
|
On January 30, 2015, the Company
entered into a five year credit agreement with Wells Fargo with a maximum facility amount of $20 million (the "Credit Agreement").
The Credit Agreement provides a revolving credit facility (the “Revolver”) with a $10 million sublimit available for
standby letters of credit. As of September 30, 2017, there was $5,687,000 outstanding on the revolver, $2,266,000 outstanding under
letters of credit and $12,047,000 available for borrowing. The letters of credit were issued to guarantee certain obligations to
state agencies related to real estate development. Most of the letters of credit are irrevocable for a period of one year and typically
are automatically extended for additional one-year periods. The Revolver bears interest at a rate of 1.4% over the selected LIBOR,
which may change quarterly based on the Company’s ratio of Consolidated Total Debt to Consolidated Total Capital, as defined
which excludes FRP RiverFront. A commitment fee of 0.15% per annum is payable quarterly on the unused portion of the commitment.
The commitment fee may also change quarterly based upon the ratio described above. The credit agreement contains certain conditions
and financial covenants, including a minimum $110 million tangible net worth. As of September 30, 2017, the tangible net worth
covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $77.5 million
combined. The Company was in compliance with all covenants as of September 30, 2017.
On July 24, 2015 the Company closed
on a five year, $20 million secured revolver with First Tennessee Bank with a twenty-four month window to convert up to the full
amount of the facility into a ten year term loan. Interest accrues at 1.90% over one month LIBOR plus an annual commitment fee
of 0.10%. As of September 30, 2017, there was $753,000 outstanding on the revolver and $19,247,000 available for borrowing. The
Company expects to close on a second facility with First Tennessee Bank with a $20 million ten year term loan secured by to-be-determined
collateral. The purpose of these loans is to facilitate growth through new construction in the Land Development and Construction
segment and/or acquisition of existing, operating buildings to be added to the Asset Management segment.
Effective July 1, 2017 the Company
consolidated the assets (at current fair value), liabilities and operating results of our Riverfront Investment Partners I, LLC
partnership (“Dock 79”) which was previously accounted for under the equity method. As such the full amount of our
construction loan and secondary financing were recorded in the consolidated financial statements and described below. Both these
financing sources are non-recourse to FRP.
Effective August 7, 2014, the Dock
79 obtained a commitment for a construction loan from a financial institution in the principal amount of $65,000,000 to fund certain
development and construction costs of the Dock 79. The initial maturity date of the loan is the earlier of (i) August 7, 2018,
or (ii) the date to which the loan is accelerated pursuant to certain terms as outlined in the agreement. Dock 79 has the option
to extend the initial maturity date for one extension period of four years (Extension Term) upon the compliance with and satisfaction
of certain conditions as defined in the agreement. The interest rate on the loan through the initial maturity date is based on
the 2.35% over one month LIBOR and the interest rate during the Extension Term (if any) until the maturity date will be based on
a fixed-interest rate swap or interest rate cap, as applicable, for the applicable LIBOR-based rate on the then applicable market
terms. Accrued interest is payable in arrears on the first day of each calendar month and on the maturity date. The outstanding
principal balance on all loans shall be due and payable in full on the maturity date. After maturity, accrued interest on all loans
shall be payable on demand. The loan is secured by any real and personal property of Dock 79. The agreement contains certain conditions,
affirmative financial covenants and negative covenants including the maintenance of a debt service ratio of not less than 1.25
to 1.00 during the Extension Term.
Effective August 7, 2014, Dock 79
partnership member EB5 Capital-Jobs Fund 8, L.P. made an initial capital contribution of $17 million in cash into an escrow account
with a financial institution all of which have been used for construction. Associated with the $17 million cash contribution, EB5
is entitled to earn an investment return. The investment return requires the Dock 79 to pay interest monthly based on an annual
rate of 4.95% for the first 5 years and 8% thereafter, on the balance remaining of the initial capital contributed. Dock 79 is
required to repay or redeem EB5's membership interest for a purchase price equal to the sum of the balance of EB5's contribution
account, plus any accrued by unpaid investment return sixty months after the initial capital contribution, unless extended for
an additional twelve months in accordance with the agreement. Subsequent to the repayment of the investment return, EB5 will no
longer be a partner in the Dock 79. Due to the mandatory redemption requirements associated with the EB5 financing arrangement,
the related investment is classified as a liability on the balance sheets.
During the three months ended September
30, 2017 and September 30, 2016 the Company capitalized interest costs of $210,000 and $382,000, respectively. During the nine
months ended September 30, 2017 and September 30, 2016 the Company capitalized interest costs of $812,000 and $864,000, respectively.
|
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v3.8.0.1
Earnings per Share
|
9 Months Ended |
Sep. 30, 2017 |
Earnings per common share: |
|
Earnings per Share |
(6) Earnings per Share. The
following details the computations of the basic and diluted earnings per common share (in thousands, except per share amounts):
|
Three Months ended |
|
Nine Months ended |
|
September 30, |
|
September 30, |
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Weighted average common shares |
|
|
|
|
|
|
|
outstanding during the period |
|
|
|
|
|
|
|
- shares used for basic |
|
|
|
|
|
|
|
earnings per common share |
|
10,004 |
|
|
|
9,865 |
|
|
|
9,967 |
|
|
|
9,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issuable under |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share based payment plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
which are potentially dilutive |
|
62 |
|
|
|
43 |
|
|
|
68 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares used for diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
earnings per common share |
|
10,066 |
|
|
|
9,908 |
|
|
|
10,035 |
|
|
|
9,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the Company |
$ |
25,391 |
|
|
|
1,957 |
|
|
|
28,547 |
|
|
|
4,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
2.54 |
|
|
|
0.20 |
|
|
|
2.86 |
|
|
|
0.46 |
|
Diluted |
$ |
2.52 |
|
|
|
0.20 |
|
|
|
2.84 |
|
|
|
0.46 |
|
For the three and nine months ended September
30, 2017, 13,610 and 22,422 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, 2016, 42,040
and 72,090 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because
their inclusion would have been anti-dilutive.
|
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- DefinitionThe entire disclosure for earnings per share.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -URI http://asc.fasb.org/topic&trid=2144383
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v3.8.0.1
Stock-Based Compensation Plans
|
9 Months Ended |
Sep. 30, 2017 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
Stock-Based Compensation Plans |
(7) Stock-Based Compensation Plans.
The Company has two Stock Option Plans (the 2006 Stock Incentive Plan and the 2016 Equity Incentive Option Plan) under which
options for shares of common stock were granted to directors, officers and key employees. The 2016 plan permits the grant of stock
options, stock appreciation rights, restricted stock awards, restricted stock units, or stock awards. The options awarded under
the plans have similar characteristics. All stock options are non-qualified and expire ten years from the date of grant. Stock
based compensation awarded to directors, officers and employees are exercisable immediately or become exercisable in cumulative
installments of 20% or 25% at the end of each year following the date of grant. When stock options are exercised the Company issues
new shares after receipt of exercise proceeds and taxes due, if any, from the grantee. The number of common shares available for
future issuance was 569,917 at September 30, 2017.
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 no dividend yield, expected volatility between 35% and 46%, risk-free
interest rate of .3% to 4.2% and expected life of 3.0 to 7.0 years.
The dividend yield of zero 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.
As previously disclosed, Thompson
S. Baker II resigned from his position as CEO and from the board of directors on March 13, 2017. In recognition of his outstanding
service to the Company, the Board approved the vesting of all of Mr. Baker's outstanding FRP stock options, which expired 90 days
following the termination of his employment. The vesting of Mr. Baker’s outstanding FRP options that were issued prior to
the spin-off required Patriot to record modification stock compensation expense of $150,000. FRP reimbursed Patriot for this cost
under the transition services agreement. The vesting of Mr. Baker’s outstanding FRP options that were issued subsequent to
the spin-off required modified stock compensation expense of $41,000.
The Company recorded the following
stock compensation expense in its consolidated statements of income (in thousands):
|
|
Three Months ended |
|
Nine Months ended |
|
|
|
September 30, |
|
September 30, |
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
Stock option grants |
|
$ |
33 |
|
|
|
31 |
|
|
|
143 |
|
|
|
94 |
|
Annual director stock award |
|
|
— |
|
|
|
— |
|
|
|
445 |
|
|
|
412 |
|
|
|
$ |
33 |
|
|
|
31 |
|
|
|
588 |
|
|
|
506 |
|
A summary of changes in outstanding
options is presented below (in thousands, except share and per share amounts):
|
|
|
Weighted |
|
Weighted |
|
Weighted |
|
Number |
|
Average |
|
Average |
|
Average |
|
Of |
|
Exercise |
|
Remaining |
|
Grant Date |
Options |
Shares |
|
Price |
|
Term (yrs) |
|
Fair Value(000's) |
Outstanding at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2017 |
|
236,385 |
|
|
$ |
25.35 |
|
|
|
6.1 |
|
|
$ |
2,440 |
|
Granted |
|
4,555 |
|
|
$ |
37.55 |
|
|
|
|
|
|
$ |
75 |
|
Modification |
|
— |
|
|
$ |
30.21 |
|
|
|
|
|
|
$ |
(137 |
) |
Exercised |
|
(84,630 |
) |
|
$ |
25.13 |
|
|
|
|
|
|
$ |
(783 |
) |
Outstanding at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017 |
|
156,310 |
|
|
$ |
25.82 |
|
|
|
5.5 |
|
|
$ |
1,595 |
|
Exercisable at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017 |
|
114,020 |
|
|
$ |
23.83 |
|
|
|
4.7 |
|
|
$ |
1,010 |
|
Vested during |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
nine months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017 |
|
26,839 |
|
|
|
|
|
|
|
|
|
|
$ |
223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value of
exercisable in-the-money options was $2,442,000 and the aggregate intrinsic value of outstanding in-the-money options was $3,037,000
based on the market closing price of $45.25 on September 29, 2017 less exercise prices.
The unrecognized compensation cost
of options granted to FRP employees but not yet vested as of September 30, 2017 was $343,000, which is expected to be recognized
over a weighted-average period of 3.5 years.
Gains of $1,474,000 were realized
by option holders during the nine months ended September 30, 2017. Patriot realized the tax benefits of $1,365,000 of these gains
because these options were exercised by Patriot employees for options granted prior to the spin-off.
|
X |
- DefinitionTabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=96867065&loc=d3e5047-113901
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v3.8.0.1
Contingent liabilities
|
9 Months Ended |
Sep. 30, 2017 |
Notes to Financial Statements |
|
Contingent liabilities |
(8) Contingent Liabilities.
Certain of the Company’s subsidiaries are involved in litigation on a number of matters and are subject to certain claims
which arise in the normal course of business. The Company has retained certain self-insurance risks with respect to losses for
third party liability and property damage. The liability at any point in time depends upon the relative ages and amounts of the
individual open claims. In the opinion of management, none of these matters are expected to have a material adverse effect on the
Company’s consolidated financial condition, results of operations or cash flows.
Preliminary testing on the site of
the Company's four phase master development known as RiverFront on the Anacostia in Washington, D.C. indicated the presence of
contaminated material that will have to be specially handled upon excavation in conjunction with construction. The Company agreed
with our joint venture partner to bear the cost of handling the contaminated materials on the first phase of this development up
to a cap of $1.871 million. As of September 30, 2016, the excavation and foundation work for
Phase 1 were substantially complete and the total remediation expense was $1.833 million. During the quarter ending December
31, 2015, management successfully completed negotiations and entered into a $3,000,000 settlement of environmental claims on all
four phases against our former tenant at the Riverfront on the Anacostia property and continues to pursue settlement negotiations
with other potentially responsible parties. The Company executed a letter of intent with MRP Realty in May 2016 to develop Phase
II of the Riverfront on the Anacostia project and recorded an estimated environmental remediation expense of $2.0 million for the
Company’s estimated liability under the proposed agreement. The Company has no obligation to remediate this contamination
on Phases III and IV of the development until such time as it makes a commitment to commence construction on each phase. The Company's
actual expense to address this issue may be materially higher or lower than the expense previously recorded depending upon the
actual costs incurred.
|
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v3.8.0.1
Concentrations
|
9 Months Ended |
Sep. 30, 2017 |
Risks and Uncertainties [Abstract] |
|
Concentrations |
(9) Concentrations.
One tenant accounts for 11% of the Company’s consolidated revenues during the quarter ended September 30, 2017. The
mining royalty lands segment has a total of four tenants currently leasing mining locations and one lessee that accounted for 15.4%
of the Company’s consolidated revenues during the nine months ended September 30, 2017 and $106,769 of accounts receivable
at September 30, 2017. The termination of these lessees’ underlying leases could have a material adverse effect on
the Company. The Company places its cash and cash equivalents with First Tennessee Bank. At times, such amounts may exceed
FDIC limits.
|
X |
- DefinitionThe entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -URI http://asc.fasb.org/topic&trid=2134479
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v3.8.0.1
Fair Value Measurements
|
9 Months Ended |
Sep. 30, 2017 |
Fair Value Disclosures [Abstract] |
|
Fair Value Measurements |
(10) Fair Value Measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used
to measure fair value into three broad levels. Level 1 means the use of quoted prices in active markets for identical assets or
liabilities. Level 2 means the use of values that are derived principally from or corroborated by observable market data. Level
3 means the use of inputs are those that are unobservable and significant to the overall fair value measurement.
As of September 30, 2017 the Company
had no assets or liabilities measured at fair value on a recurring or non-recurring basis. Footnote 12 describes a remeasurement
to fair value of certain assets at July 1, 2017. At September 30, 2017 and 2016, the carrying amount reported in the consolidated
balance sheets for cash and cash equivalents, short-term notes payable and revolving credit approximate their fair value based
upon the short-term nature of these items.
The fair values of the Company’s
other mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities.
At September 30, 2017, the carrying amount and fair value of such other long-term debt was $115,113,000 and $117,827,000, respectively.
At December 31, 2016, the carrying amount and fair value of such other long-term debt was $40,745,000 and $43,747,000, respectively.
|
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
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v3.8.0.1
Investment in Joint Ventures (Equity Method)
|
9 Months Ended |
Sep. 30, 2017 |
Equity Method Investments and Joint Ventures [Abstract] |
|
Investment in Joint Ventures (Equity Method) |
(11) Investments in Joint Ventures
(Equity Method).
Brooksville. In 2006, the Company entered
into a Joint Venture Agreement with Vulcan Materials Company to jointly own and develop approximately 4,300 acres of land near
Brooksville, Florida. Under the terms of the joint venture, FRP contributed its fee interest in approximately 3,443 acres formerly
leased to Vulcan under a long-term mining lease which had a net book value of $2,548,000. Vulcan is entitled to mine a portion
of the property until 2032 and pay royalties to the Company. FRP also contributed $3,018,000 for one-half of the acquisition costs
of a 288-acre contiguous parcel. Vulcan contributed 553 acres that it owned as well as its leasehold interest in the 3,443 acres
that it leased from FRP and $3,018,000 for one-half of the acquisition costs of the 288-acre contiguous parcel. The joint venture
is jointly controlled by Vulcan and FRP. Distributions will be made on a 50-50 basis except for royalties and depletion specifically
allocated to the Company. Other income for the nine months ended September 30, 2017 includes a loss of $31,000 representing the
Company’s portion of the loss of this joint venture.
BC FRP Realty (Windlass Run). During
the quarter ending March 2016, we entered into an agreement with a Baltimore development company (St. John Properties, Inc.) to
jointly develop the remaining lands of our Windlass Run Business Park. The 50/50 partnership initially calls for FRP to combine
its 25 acres (valued at $7,500,000) with St. John Properties’ adjacent 10 acres fronting on a major state highway (valued
at $3,239,536) which resulted in an initial cash distribution of $2,130,232 to FRP in May, 2016. Thereafter, the venture will jointly
develop the combined properties into a multi-building business park to consist of approximately 329,000 square feet of single story
office space.
Investments in Joint Ventures (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company's |
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
Net Loss |
|
|
Share of Net |
|
|
|
|
|
|
Total |
|
|
of the |
|
|
of the |
|
|
Loss of the |
|
|
|
Ownership |
|
|
Investment |
|
|
Partnership |
|
|
Partnership |
|
|
Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RiverFront Holdings I, LLC (1) |
|
— |
|
|
— |
|
|
— |
|
|
$ (2,019 |
) |
|
$ (1,558 |
) |
Brooksville Quarry, LLC |
|
50.00 |
% |
|
$ 7,487 |
|
|
$ 14,445 |
|
|
(62 |
) |
|
(31 |
) |
BC FRP Realty, LLC |
|
50.00 |
% |
|
5,858 |
|
|
12,298 |
|
|
— |
|
|
— |
|
Total |
|
|
|
|
$ 13,345 |
|
|
$ 26,743 |
|
|
$ (2,081 |
) |
|
$ (1,589 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RiverFront Holdings I, LLC |
|
77.14 |
% |
|
$10,151 |
|
|
$90,420 |
|
|
$ (1,446 |
) |
|
$ (1,115 |
) |
Brooksville Quarry, LLC |
|
50.00 |
% |
|
7,522 |
|
|
14,341 |
|
|
(8 |
) |
|
(4 |
) |
BC FRP Realty, LLC |
|
50.00 |
% |
|
5,228 |
|
|
10,784 |
|
|
— |
|
|
— |
|
Total |
|
|
|
|
$ 22,901 |
|
|
$ 115,545 |
|
|
$ (1,454 |
) |
|
$ (1,119 |
) |
| (1) | The Company consolidated this joint venture effective July 1, 2017 (see Footnote 12). |
Balance Sheet at December 31, 2016 (in thousands):
|
|
As of December 31, 2016 |
|
|
Riverfront |
|
Brooksville |
|
BC FRP |
|
|
|
|
Holdings I, LLC |
|
Quarry, LLC |
|
Realty, LLC |
|
Total |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
1,023 |
|
|
$ |
18 |
|
|
$ |
21 |
|
|
$ |
1,062 |
|
Cash held in escrow |
|
|
88 |
|
|
|
— |
|
|
|
— |
|
|
|
88 |
|
Investments in real estate, net |
|
|
89,309 |
|
|
|
14,323 |
|
|
|
10,763 |
|
|
|
114,395 |
|
Total Assets |
|
$ |
90,420 |
|
|
$ |
14,341 |
|
|
$ |
10,784 |
|
|
$ |
115,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Liabilities |
|
$ |
6,348 |
|
|
$ |
1 |
|
|
$ |
47 |
|
|
$ |
6,396 |
|
Long-term Debt |
|
|
69,042 |
|
|
|
— |
|
|
|
— |
|
|
|
69,042 |
|
Capital – FRP |
|
|
10,151 |
|
|
|
7,522 |
|
|
|
5,228 |
|
|
|
22,901 |
|
Capital - Third Parties |
|
|
4,879 |
|
|
|
6,818 |
|
|
|
5,509 |
|
|
|
17,206 |
|
Total Liabilities and Capital |
|
$ |
90,420 |
|
|
$ |
14,341 |
|
|
$ |
10,784 |
|
|
$ |
115,545 |
|
Income statements for the RiverFront Holdings I, LLC, prior to consolidation
July 1, 2017 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Revenues: |
|
|
|
|
|
|
|
|
Rental Revenue |
|
$ |
— |
|
|
|
— |
|
|
$ |
3,053 |
|
|
|
127 |
|
Revenue – Reimbursements |
|
|
— |
|
|
|
127 |
|
|
|
33 |
|
|
|
— |
|
Total Revenues |
|
|
— |
|
|
|
127 |
|
|
|
3,086 |
|
|
|
127 |
|
Cost of operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
— |
|
|
|
228 |
|
|
|
1,958 |
|
|
|
325 |
|
Operating expenses |
|
|
— |
|
|
|
405 |
|
|
|
1,096 |
|
|
|
621 |
|
Property taxes |
|
|
— |
|
|
|
41 |
|
|
|
459 |
|
|
|
41 |
|
Total cost of operations |
|
|
— |
|
|
|
674 |
|
|
|
3,513 |
|
|
|
987 |
|
Total operating profit |
|
|
— |
|
|
|
(547 |
) |
|
|
(427 |
) |
|
|
(860 |
) |
Interest expense |
|
|
— |
|
|
|
(280 |
) |
|
|
(1,592 |
) |
|
|
(280 |
) |
Net loss of the Partnership |
|
$ |
— |
|
|
|
(827 |
) |
|
$ |
(2,019 |
) |
|
|
(1,140 |
) |
The amount of consolidated accumulated deficit
for these joint ventures was $(2,633,000) and $(1,667,000) as of September 30, 2017 and December 31, 2016 respectively.
|
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- DefinitionThe entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -URI http://asc.fasb.org/topic&trid=2196965
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v3.8.0.1
Consolidation of RiverFront Investment Partners I, LLC.
|
9 Months Ended |
Sep. 30, 2017 |
Notes to Financial Statements |
|
Consolidation of RiverFront Investment Partners I, LLC. |
(12) Consolidation of RiverFront Investment
Partners I, LLC. On March 30, 2012 the Company entered into a Contribution Agreement with MRP SE Waterfront Residential, LLC.
(“MRP”) to form a joint venture to develop the first phase only of the four phase master development known as RiverFront
on the Anacostia in Washington, D.C. The purpose of the Joint Venture is to develop and own an approximately 300,000 square foot
residential apartment building (including approximately 18,000 square feet of retail) on approximately 2 acres of the roughly 5.82
acre site. The joint venture, RiverFront Investment Partners I, LLC (“RiverFront I”) was formed in June 2013 as contemplated.
The Company contributed land with an agreed to value of $13,500,000 (cost basis of $6,165,000) and contributed cash of $4,866,000
to the Joint Venture for a 77.14% stake in the venture. MRP contributed capital of $5,553,000 to the joint venture including development
costs paid prior to formation of the joint venture. The Joint Venture closed on $17,000,000 of EB5 secondary financing and a nonrecourse
construction loan for $65,000,000 on August 8, 2014. Both these financing sources are non-recourse to FRP. At the time of these
financings, RiverFront Holdings I, LLC. was formed as a parent to RiverFront Investment Partners I, LLC with EB5 as an equity partner
in Riverfront Holdings I, LLC. Construction commenced in October 2014, first occupancy was in August 2016. As of September 30,
2017 96.4% of the units were leased. The Company’s equity interest in the joint venture was previously accounted for under
the equity method of accounting as MRP acts as the administrative agent of the joint venture and oversees and controls the day
to day operations of the project.
In July 2017, Phase I (Dock 79) 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 contractual
payouts assuming a sale at the value of the development at the time of this “Conversion election”.
The attainment of 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 July 1, 2017, 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 $60,196,000
of which $20,469,000 was attributed to the noncontrolling interest. In accordance with the terms of the Joint Venture agreements,
the Company used the fair value amount at date of conversion and calculated an adjusted ownership under the Conversion election.
As such for financial reporting purposes effective July 1, 2017 the Company ownership is based upon this substantive profit sharing
arrangement and is estimated at 66.0% on a prospective basis.
|
|
As of July 1, 2017 |
|
|
Riverfront |
|
Gain on Remeasure- |
|
|
|
|
|
|
Holdings I, LLC |
|
ment |
|
|
Revised |
|
|
|
|
|
|
|
|
|
|
Land |
|
$ |
7,220 |
|
|
$ |
21,107 |
|
|
|
|
$ |
28,327 |
|
Building and improvements, net |
|
|
81,773 |
|
|
|
34,362 |
|
|
|
|
|
116,135 |
|
Value of leases in place |
|
|
— |
|
|
|
4,727 |
|
|
|
|
|
4,727 |
|
Cash |
|
|
2,295 |
|
|
|
— |
|
|
|
|
|
2,295 |
|
Cash held in escrow |
|
|
171 |
|
|
|
— |
|
|
|
|
|
171 |
|
Accounts receivable |
|
|
40 |
|
|
|
— |
|
|
|
|
|
40 |
|
Prepaid expenses |
|
|
142 |
|
|
|
— |
|
|
|
|
|
142 |
|
Total Assets |
|
$ |
91,641 |
|
|
$ |
60,196 |
|
|
|
|
$ |
151,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Debt |
|
$ |
78,587 |
|
|
$ |
— |
|
|
|
|
$ |
78,587 |
|
Amortizable debt costs |
|
|
(852 |
) |
|
|
— |
|
|
|
|
|
(852 |
) |
Other liabilities |
|
|
905 |
|
|
|
— |
|
|
|
|
|
905 |
|
Equity – FRP |
|
|
8,583 |
|
|
|
39,727 |
|
|
|
|
|
48,310 |
|
Equity - MRP |
|
|
4,418 |
|
|
|
20,469 |
|
|
|
|
|
24,887 |
|
Total Liabilities and Capital |
|
$ |
91,641 |
|
|
$ |
60,196 |
|
|
|
|
$ |
151,837 |
|
|
X |
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- References
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v3.8.0.1
Business Segments (Tables)
|
9 Months Ended |
Sep. 30, 2017 |
Segment Reporting [Abstract] |
|
Business segments (in thousands) |
|
|
Three Months ended |
|
Nine Months ended |
|
|
September 30, |
|
September 30, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
7,578 |
|
|
|
7,323 |
|
|
|
22,057 |
|
|
|
21,824 |
|
Mining royalty lands |
|
|
1,786 |
|
|
|
2,037 |
|
|
|
5,381 |
|
|
|
5,874 |
|
Land development and construction |
|
|
323 |
|
|
|
416 |
|
|
|
931 |
|
|
|
936 |
|
RiverFront on the Anacostia |
|
|
2,367 |
|
|
|
— |
|
|
|
2,367 |
|
|
|
— |
|
|
|
|
12,054 |
|
|
|
9,776 |
|
|
|
30,736 |
|
|
|
28,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before corporate expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
3,336 |
|
|
|
3,245 |
|
|
|
10,071 |
|
|
|
9,986 |
|
Mining royalty lands |
|
|
1,667 |
|
|
|
1,915 |
|
|
|
4,993 |
|
|
|
5,504 |
|
Land development and construction |
|
|
(390 |
) |
|
|
(196 |
) |
|
|
(1,168 |
) |
|
|
(3,359 |
) |
RiverFront on the Anacostia |
|
|
(1,168 |
) |
|
|
— |
|
|
|
(1,168 |
) |
|
|
— |
|
Corporate expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated to asset management |
|
|
(350 |
) |
|
|
(339 |
) |
|
|
(1,424 |
) |
|
|
(1,213 |
) |
Allocated to mining royalty lands |
|
|
(30 |
) |
|
|
(49 |
) |
|
|
(124 |
) |
|
|
(176 |
) |
Allocated to land development and construction |
|
|
(210 |
) |
|
|
(268 |
) |
|
|
(935 |
) |
|
|
(959 |
) |
Allocated to RiverFront on the Anacostia |
|
|
(27 |
) |
|
|
— |
|
|
|
(27 |
) |
|
|
— |
|
|
|
|
(617 |
) |
|
|
(656 |
) |
|
|
(2,510 |
) |
|
|
(2,348 |
) |
|
|
$ |
2,828 |
|
|
|
4,308 |
|
|
|
10,218 |
|
|
|
9,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
374 |
|
|
|
273 |
|
|
|
993 |
|
|
|
1,080 |
|
RiverFront on the Anacostia |
|
|
877 |
|
|
|
— |
|
|
|
877 |
|
|
|
— |
|
|
|
$ |
1,251 |
|
|
|
273 |
|
|
|
1,870 |
|
|
|
1,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
2,090 |
|
|
|
2,071 |
|
|
|
6,112 |
|
|
|
5,891 |
|
Mining royalty lands |
|
|
17 |
|
|
|
24 |
|
|
|
91 |
|
|
|
70 |
|
Land development and construction |
|
|
98 |
|
|
|
65 |
|
|
|
263 |
|
|
|
194 |
|
RiverFront on the Anacostia |
|
|
2,564 |
|
|
|
— |
|
|
|
2,564 |
|
|
|
— |
|
|
|
$ |
4,769 |
|
|
|
2,160 |
|
|
|
9,030 |
|
|
|
6,155 |
|
Capital expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
1,273 |
|
|
|
10,276 |
|
|
|
6,061 |
|
|
|
11,510 |
|
Mining royalty lands |
|
|
— |
|
|
|
99 |
|
|
|
— |
|
|
|
205 |
|
Land development and construction |
|
|
2,852 |
|
|
|
4,210 |
|
|
|
6,203 |
|
|
|
5,300 |
|
RiverFront on the Anacostia |
|
|
331 |
|
|
|
— |
|
|
|
331 |
|
|
|
— |
|
|
|
$ |
4,456 |
|
|
|
14,585 |
|
|
|
12,595 |
|
|
|
17,015 |
|
|
|
September 30, |
|
December 31, |
Identifiable net assets |
|
2017 |
|
2016 |
|
|
|
|
|
|
|
|
|
Asset management |
|
$ |
180,827 |
|
|
|
169,736 |
|
Mining royalty lands |
|
|
38,744 |
|
|
|
39,259 |
|
Land development and construction |
|
|
44,162 |
|
|
|
57,126 |
|
RiverFront on the Anacostia |
|
|
146,718 |
|
|
|
— |
|
Cash items |
|
|
2,630 |
|
|
|
— |
|
Unallocated corporate assets |
|
|
3,011 |
|
|
|
439 |
|
|
|
$ |
416,092 |
|
|
|
266,560 |
|
|
X |
- DefinitionTabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 30 -URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599
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v3.8.0.1
Long-Term Debt (Tables)
|
9 Months Ended |
Sep. 30, 2017 |
Debt Disclosure [Abstract] |
|
Long-term debt (in thousands) |
|
|
September 30, |
|
December 31, |
|
|
2017 |
|
2016 |
Revolving credit (uncollateralized) |
|
$ |
6,440 |
|
|
|
6,665 |
|
5.6% to 7.9% mortgage notes |
|
|
|
|
|
|
|
|
due in installments through 2027 |
|
|
30,792 |
|
|
|
34,080 |
|
RiverFront construction loan |
|
|
60,881 |
|
|
|
— |
|
RiverFront EB5 secondary financing |
|
|
17,000 |
|
|
|
— |
|
|
|
|
115,113 |
|
|
|
40,745 |
|
Less portion due within one year |
|
|
4,674 |
|
|
|
4,526 |
|
|
|
$ |
110,439 |
|
|
|
36,219 |
|
|
X |
- References
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- DefinitionTabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.
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v3.8.0.1
Earnings per Share (Tables)
|
9 Months Ended |
Sep. 30, 2017 |
Earnings per common share: |
|
Earnings per share (in thousands, except per share amounts) |
|
Three Months ended |
|
Nine Months ended |
|
September 30, |
|
September 30, |
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Weighted average common shares |
|
|
|
|
|
|
|
outstanding during the period |
|
|
|
|
|
|
|
- shares used for basic |
|
|
|
|
|
|
|
earnings per common share |
|
10,004 |
|
|
|
9,865 |
|
|
|
9,967 |
|
|
|
9,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issuable under |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share based payment plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
which are potentially dilutive |
|
62 |
|
|
|
43 |
|
|
|
68 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares used for diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
earnings per common share |
|
10,066 |
|
|
|
9,908 |
|
|
|
10,035 |
|
|
|
9,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the Company |
$ |
25,391 |
|
|
|
1,957 |
|
|
|
28,547 |
|
|
|
4,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
2.54 |
|
|
|
0.20 |
|
|
|
2.86 |
|
|
|
0.46 |
|
Diluted |
$ |
2.52 |
|
|
|
0.20 |
|
|
|
2.84 |
|
|
|
0.46 |
|
|
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- DefinitionTabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.
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v3.8.0.1
Stock-Based Compensation Plans (Tables)
|
9 Months Ended |
Sep. 30, 2017 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
Stock Compensation Expense (in thousands |
|
|
Three Months ended |
|
Nine Months ended |
|
|
|
September 30, |
|
September 30, |
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
Stock option grants |
|
$ |
33 |
|
|
|
31 |
|
|
|
143 |
|
|
|
94 |
|
Annual director stock award |
|
|
— |
|
|
|
— |
|
|
|
445 |
|
|
|
412 |
|
|
|
$ |
33 |
|
|
|
31 |
|
|
|
588 |
|
|
|
506 |
|
|
Summary of Stock Activity (in thousands, except share and per share amounts) |
|
|
|
Weighted |
|
Weighted |
|
Weighted |
|
Number |
|
Average |
|
Average |
|
Average |
|
Of |
|
Exercise |
|
Remaining |
|
Grant Date |
Options |
Shares |
|
Price |
|
Term (yrs) |
|
Fair Value(000's) |
Outstanding at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2017 |
|
236,385 |
|
|
$ |
25.35 |
|
|
|
6.1 |
|
|
$ |
2,440 |
|
Granted |
|
4,555 |
|
|
$ |
37.55 |
|
|
|
|
|
|
$ |
75 |
|
Modification |
|
— |
|
|
$ |
30.21 |
|
|
|
|
|
|
$ |
(137 |
) |
Exercised |
|
(84,630 |
) |
|
$ |
25.13 |
|
|
|
|
|
|
$ |
(783 |
) |
Outstanding at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017 |
|
156,310 |
|
|
$ |
25.82 |
|
|
|
5.5 |
|
|
$ |
1,595 |
|
Exercisable at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017 |
|
114,020 |
|
|
$ |
23.83 |
|
|
|
4.7 |
|
|
$ |
1,010 |
|
Vested during |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
nine months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017 |
|
26,839 |
|
|
|
|
|
|
|
|
|
|
$ |
223 |
|
|
X |
- DefinitionTabular disclosure of the amount of total share-based compensation cost, including the amounts attributable to each share-based compensation plan and any related tax benefits.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(1) -URI http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901
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v3.8.0.1
Investment in Joint Ventures (Tables)
|
9 Months Ended |
Sep. 30, 2017 |
Equity Method Investments and Joint Ventures [Abstract] |
|
Investments in Joint Ventures (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company's |
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
Net Loss |
|
|
Share of Net |
|
|
|
|
|
|
Total |
|
|
of the |
|
|
of the |
|
|
Loss of the |
|
|
|
Ownership |
|
|
Investment |
|
|
Partnership |
|
|
Partnership |
|
|
Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RiverFront Holdings I, LLC (1) |
|
— |
|
|
— |
|
|
— |
|
|
$ (2,019 |
) |
|
$ (1,558 |
) |
Brooksville Quarry, LLC |
|
50.00 |
% |
|
$ 7,487 |
|
|
$ 14,445 |
|
|
(62 |
) |
|
(31 |
) |
BC FRP Realty, LLC |
|
50.00 |
% |
|
5,858 |
|
|
12,298 |
|
|
— |
|
|
— |
|
Total |
|
|
|
|
$ 13,345 |
|
|
$ 26,743 |
|
|
$ (2,081 |
) |
|
$ (1,589 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RiverFront Holdings I, LLC |
|
77.14 |
% |
|
$10,151 |
|
|
$90,420 |
|
|
$ (1,446 |
) |
|
$ (1,115 |
) |
Brooksville Quarry, LLC |
|
50.00 |
% |
|
7,522 |
|
|
14,341 |
|
|
(8 |
) |
|
(4 |
) |
BC FRP Realty, LLC |
|
50.00 |
% |
|
5,228 |
|
|
10,784 |
|
|
— |
|
|
— |
|
Total |
|
|
|
|
$ 22,901 |
|
|
$ 115,545 |
|
|
$ (1,454 |
) |
|
$ (1,119 |
) |
|
Financial Information for the Investments in Joint Ventures (in thousands) |
|
|
As of December 31, 2016 |
|
|
Riverfront |
|
Brooksville |
|
BC FRP |
|
|
|
|
Holdings I, LLC |
|
Quarry, LLC |
|
Realty, LLC |
|
Total |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
1,023 |
|
|
$ |
18 |
|
|
$ |
21 |
|
|
$ |
1,062 |
|
Cash held in escrow |
|
|
88 |
|
|
|
— |
|
|
|
— |
|
|
|
88 |
|
Investments in real estate, net |
|
|
89,309 |
|
|
|
14,323 |
|
|
|
10,763 |
|
|
|
114,395 |
|
Total Assets |
|
$ |
90,420 |
|
|
$ |
14,341 |
|
|
$ |
10,784 |
|
|
$ |
115,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Liabilities |
|
$ |
6,348 |
|
|
$ |
1 |
|
|
$ |
47 |
|
|
$ |
6,396 |
|
Long-term Debt |
|
|
69,042 |
|
|
|
— |
|
|
|
— |
|
|
|
69,042 |
|
Capital – FRP |
|
|
10,151 |
|
|
|
7,522 |
|
|
|
5,228 |
|
|
|
22,901 |
|
Capital - Third Parties |
|
|
4,879 |
|
|
|
6,818 |
|
|
|
5,509 |
|
|
|
17,206 |
|
Total Liabilities and Capital |
|
$ |
90,420 |
|
|
$ |
14,341 |
|
|
$ |
10,784 |
|
|
$ |
115,545 |
|
|
Income statements for Riverfront Holdings I, LLC (in thousands) |
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Revenues: |
|
|
|
|
|
|
|
|
Rental Revenue |
|
$ |
— |
|
|
|
— |
|
|
$ |
3,053 |
|
|
|
127 |
|
Revenue – Reimbursements |
|
|
— |
|
|
|
127 |
|
|
|
33 |
|
|
|
— |
|
Total Revenues |
|
|
— |
|
|
|
127 |
|
|
|
3,086 |
|
|
|
127 |
|
Cost of operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
— |
|
|
|
228 |
|
|
|
1,958 |
|
|
|
325 |
|
Operating expenses |
|
|
— |
|
|
|
405 |
|
|
|
1,096 |
|
|
|
621 |
|
Property taxes |
|
|
— |
|
|
|
41 |
|
|
|
459 |
|
|
|
41 |
|
Total cost of operations |
|
|
— |
|
|
|
674 |
|
|
|
3,513 |
|
|
|
987 |
|
Total operating profit |
|
|
— |
|
|
|
(547 |
) |
|
|
(427 |
) |
|
|
(860 |
) |
Interest expense |
|
|
— |
|
|
|
(280 |
) |
|
|
(1,592 |
) |
|
|
(280 |
) |
Net loss of the Partnership |
|
$ |
— |
|
|
|
(827 |
) |
|
$ |
(2,019 |
) |
|
|
(1,140 |
) |
|
X |
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v3.8.0.1
Consolidation of RiverFront Investment Partners I, LLC. (Tables)
|
9 Months Ended |
Sep. 30, 2017 |
Notes to Financial Statements |
|
RiverFront remeasurement balance sheet |
|
|
As of July 1, 2017 |
|
|
Riverfront |
|
Gain on Remeasure- |
|
|
|
|
|
|
Holdings I, LLC |
|
ment |
|
|
Revised |
|
|
|
|
|
|
|
|
|
|
Land |
|
$ |
7,220 |
|
|
$ |
21,107 |
|
|
|
|
$ |
28,327 |
|
Building and improvements, net |
|
|
81,773 |
|
|
|
34,362 |
|
|
|
|
|
116,135 |
|
Value of leases in place |
|
|
— |
|
|
|
4,727 |
|
|
|
|
|
4,727 |
|
Cash |
|
|
2,295 |
|
|
|
— |
|
|
|
|
|
2,295 |
|
Cash held in escrow |
|
|
171 |
|
|
|
— |
|
|
|
|
|
171 |
|
Accounts receivable |
|
|
40 |
|
|
|
— |
|
|
|
|
|
40 |
|
Prepaid expenses |
|
|
142 |
|
|
|
— |
|
|
|
|
|
142 |
|
Total Assets |
|
$ |
91,641 |
|
|
$ |
60,196 |
|
|
|
|
$ |
151,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Debt |
|
$ |
78,587 |
|
|
$ |
— |
|
|
|
|
$ |
78,587 |
|
Amortizable debt costs |
|
|
(852 |
) |
|
|
— |
|
|
|
|
|
(852 |
) |
Other liabilities |
|
|
905 |
|
|
|
— |
|
|
|
|
|
905 |
|
Equity – FRP |
|
|
8,583 |
|
|
|
39,727 |
|
|
|
|
|
48,310 |
|
Equity - MRP |
|
|
4,418 |
|
|
|
20,469 |
|
|
|
|
|
24,887 |
|
Total Liabilities and Capital |
|
$ |
91,641 |
|
|
$ |
60,196 |
|
|
|
|
$ |
151,837 |
|
|
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v3.8.0.1
Business Segments - Business segments (Details) - USD ($) $ in Thousands |
3 Months Ended |
9 Months Ended |
|
|
|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
Jun. 30, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
Revenues |
$ 12,054
|
$ 9,776
|
$ 30,736
|
$ 28,634
|
|
|
|
Operating profit |
2,828
|
4,308
|
10,218
|
9,783
|
|
|
|
Interest expense |
1,251
|
273
|
1,870
|
1,080
|
|
|
|
Depreciation, depletion and amortization |
4,769
|
2,160
|
9,030
|
6,155
|
|
|
|
Cash items |
2,630
|
0
|
2,630
|
0
|
|
$ 0
|
$ 0
|
Total identifiable net assets |
416,092
|
|
416,092
|
|
|
266,560
|
|
Asset Management |
|
|
|
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
Revenues |
7,578
|
7,323
|
22,057
|
21,824
|
|
|
|
Operating profit before corporate expenses |
3,336
|
3,245
|
10,071
|
9,986
|
|
|
|
Corporate expenses |
(350)
|
(339)
|
(1,424)
|
(1,213)
|
|
|
|
Interest expense |
374
|
273
|
993
|
1,080
|
|
|
|
Capital expenditures |
1,273
|
10,276
|
6,061
|
11,510
|
|
|
|
Depreciation, depletion and amortization |
2,090
|
2,071
|
6,112
|
5,891
|
|
|
|
Total identifiable net assets |
180,827
|
|
180,827
|
|
|
169,736
|
|
Mining royalty lands |
|
|
|
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
Revenues |
1,786
|
2,037
|
5,381
|
5,874
|
|
|
|
Operating profit before corporate expenses |
1,667
|
1,915
|
4,993
|
5,504
|
|
|
|
Corporate expenses |
(30)
|
(49)
|
(124)
|
(176)
|
|
|
|
Capital expenditures |
0
|
99
|
0
|
205
|
|
|
|
Depreciation, depletion and amortization |
17
|
24
|
91
|
70
|
|
|
|
Total identifiable net assets |
38,744
|
|
38,744
|
|
|
39,259
|
|
Land Development and Construction |
|
|
|
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
Revenues |
323
|
416
|
931
|
936
|
|
|
|
Operating profit before corporate expenses |
(390)
|
(196)
|
(1,168)
|
(3,359)
|
|
|
|
Corporate expenses |
(210)
|
(268)
|
(935)
|
(959)
|
|
|
|
Capital expenditures |
2,852
|
4,210
|
6,203
|
5,300
|
|
|
|
Depreciation, depletion and amortization |
98
|
65
|
263
|
194
|
|
|
|
Total identifiable net assets |
44,162
|
|
44,162
|
|
|
57,126
|
|
RiverFront on the Anacostia |
|
|
|
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
Revenues |
2,367
|
0
|
2,367
|
0
|
|
|
|
Operating profit before corporate expenses |
(1,168)
|
0
|
(1,168)
|
0
|
|
|
|
Corporate expenses |
(27)
|
0
|
(27)
|
0
|
|
|
|
Interest expense |
877
|
0
|
877
|
0
|
|
|
|
Capital expenditures |
331
|
0
|
331
|
0
|
|
|
|
Depreciation, depletion and amortization |
2,564
|
0
|
2,564
|
0
|
|
|
|
Cash items |
|
|
|
|
$ 2,295
|
|
|
Total identifiable net assets |
146,718
|
|
146,718
|
|
$ 151,837
|
0
|
|
Corporate |
|
|
|
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
Total identifiable net assets |
3,011
|
|
3,011
|
|
|
$ 439
|
|
Total Segments |
|
|
|
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
Revenues |
12,054
|
9,776
|
30,736
|
28,634
|
|
|
|
Operating profit |
2,828
|
4,308
|
10,218
|
9,783
|
|
|
|
Corporate expenses |
(617)
|
(656)
|
(2,510)
|
(2,348)
|
|
|
|
Interest expense |
1,251
|
273
|
1,870
|
1,080
|
|
|
|
Capital expenditures |
4,456
|
14,585
|
12,595
|
17,015
|
|
|
|
Depreciation, depletion and amortization |
$ 4,769
|
$ 2,160
|
$ 9,030
|
$ 6,155
|
|
|
|
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v3.8.0.1
Long-term debt (Details) - USD ($) $ in Thousands |
Sep. 30, 2017 |
Dec. 31, 2016 |
Debt Disclosure [Abstract] |
|
|
Revolving credit agreements |
$ 6,440
|
$ 6,665
|
5.6% to 7.9% mortgage notes due in installments through 2027 |
30,792
|
34,080
|
RiverFront construction loan |
60,881
|
0
|
RiverFront EB5 secondary financing |
17,000
|
0
|
Total debt |
115,113
|
40,745
|
Less portion due within one year |
4,674
|
4,526
|
Long-term debt |
$ 110,439
|
$ 36,219
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v3.8.0.1
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
Earnings Per Share, Basic and Diluted [Abstract] |
|
|
|
|
Weighted average common shares outstanding during the period - shares used for basic earnings per common share |
10,004
|
9,865
|
9,967
|
9,860
|
Common shares issuable under share based payment plans which are potentially dilutive |
62
|
43
|
68
|
42
|
Common shares used for diluted earnings per common share |
10,066
|
9,908
|
10,035
|
9,902
|
Net income attributable to the Company |
$ 25,391
|
$ 1,957
|
$ 28,547
|
$ 4,551
|
Earnings per common share: |
|
|
|
|
Basic |
$ 2.54
|
$ .20
|
$ 2.86
|
$ .46
|
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$ 2.52
|
$ .20
|
$ 2.84
|
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v3.8.0.1
Summary of Stock Activity (Details) $ / shares in Units, $ in Thousands |
9 Months Ended |
|
Sep. 30, 2017
USD ($)
Years
$ / shares
shares
|
Dec. 31, 2016
USD ($)
Years
$ / shares
shares
|
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
|
Options outstanding | shares |
156,310
|
236,385
|
Options granted | shares |
4,555
|
|
Options exercised | shares |
(84,630)
|
|
Options outstanding weighted average exercise price | $ / shares |
$ 25.82
|
$ 25.35
|
Options outstanding weighted average exercise price - Granted | $ / shares |
37.55
|
|
Options outstanding weighted average exercise price - modification | $ / shares |
30.21
|
|
Options outstanding weighted average exercise price - Exercised | $ / shares |
$ 25.13
|
|
Options outstanding weighted average remaining term | Years |
5.5
|
6.1
|
Options outstanding weighted average grant date fair value |
$ 1,595
|
$ 2,440
|
Options granted weighted average grant date fair value |
75
|
|
Options modified weighted average grant date fair value |
(137)
|
|
Options exercised weighted average grant date fair value |
$ (783)
|
|
Options exercisable at September 30, 2017 | shares |
114,020
|
|
Options exerciseable weighted average exercise price | $ / shares |
$ 23.83
|
|
Options exerciseable weighted average remaining term | Years |
4.7
|
|
Options exerciseable weighted average grant date fair value |
$ 1,010
|
|
Options vested during nine months ended September 30, 2017 | shares |
26,839
|
|
Options vested weighted average grant date fair value |
$ 223
|
|
X |
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v3.8.0.1
Investments in Joint Ventures (Details) - USD ($) $ in Thousands |
3 Months Ended |
9 Months Ended |
|
|
|
Sep. 30, 2017 |
Dec. 31, 2016 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2013 |
Oct. 04, 2006 |
Net Loss of the Partnership |
|
$ (1,454)
|
|
$ (2,081)
|
|
|
|
|
Company's share of Net Loss of the Partnership |
$ (12)
|
$ (1,119)
|
$ (652)
|
(1,589)
|
$ (924)
|
|
|
|
Total revenues |
12,054
|
|
9,776
|
30,736
|
28,634
|
|
|
|
Operating expenses |
1,879
|
|
1,146
|
3,882
|
3,651
|
|
|
|
Property taxes |
1,401
|
|
1,087
|
3,592
|
3,357
|
|
|
|
Total cost of operations |
9,226
|
|
5,468
|
20,518
|
18,851
|
|
|
|
Total operating profit |
2,828
|
|
4,308
|
10,218
|
9,783
|
|
|
|
Interest expense |
(1,251)
|
|
(273)
|
(1,870)
|
(1,080)
|
|
|
|
Riverfront Holdings I, LLC |
|
|
|
|
|
|
|
|
Ownership percent |
|
77.14%
|
|
|
|
|
77.14%
|
|
Total Investment |
|
$ 10,151
|
|
|
|
$ 8,583
|
|
|
Total Assets of the Partnership |
|
90,420
|
|
|
|
|
|
|
Net Loss of the Partnership |
|
(1,446)
|
|
(2,019)
|
|
|
|
|
Company's share of Net Loss of the Partnership |
|
(1,115)
|
|
(1,558)
|
|
|
|
|
Cash |
|
1,023
|
|
|
|
|
|
|
Cash held in escrow |
|
88
|
|
|
|
|
|
|
Investments in real estate, net |
|
89,309
|
|
|
|
|
|
|
Other liabilities |
|
6,348
|
|
|
|
|
|
|
Long-term debt |
|
69,042
|
|
|
|
|
|
|
Capital - FRP |
|
10,151
|
|
|
|
8,583
|
|
|
Capital - Third parties |
|
4,879
|
|
|
|
$ 4,418
|
|
|
Total liabilities and capital |
|
$ 90,420
|
|
|
|
|
|
|
Rental revenue |
0
|
|
0
|
3,053
|
127
|
|
|
|
Revenue - Reimbursements |
0
|
|
127
|
33
|
0
|
|
|
|
Total revenues |
0
|
|
127
|
3,086
|
127
|
|
|
|
Depreciation and amortization |
0
|
|
228
|
1,958
|
325
|
|
|
|
Operating expenses |
0
|
|
405
|
1,096
|
621
|
|
|
|
Property taxes |
0
|
|
41
|
459
|
41
|
|
|
|
Total cost of operations |
0
|
|
674
|
3,513
|
987
|
|
|
|
Total operating profit |
0
|
|
(547)
|
(427)
|
(860)
|
|
|
|
Interest expense |
0
|
|
(280)
|
(1,592)
|
(280)
|
|
|
|
Net loss of the Partnership |
$ 0
|
|
$ (827)
|
$ (2,019)
|
$ (1,140)
|
|
|
|
Brooksville Quarry, LLC |
|
|
|
|
|
|
|
|
Ownership percent |
50.00%
|
50.00%
|
|
50.00%
|
|
|
|
50.00%
|
Total Investment |
$ 7,487
|
$ 7,522
|
|
$ 7,487
|
|
|
|
|
Total Assets of the Partnership |
14,445
|
14,341
|
|
14,445
|
|
|
|
|
Net Loss of the Partnership |
|
(8)
|
|
(62)
|
|
|
|
|
Company's share of Net Loss of the Partnership |
|
(4)
|
|
(31)
|
|
|
|
|
Cash |
|
18
|
|
|
|
|
|
|
Cash held in escrow |
|
0
|
|
|
|
|
|
|
Investments in real estate, net |
|
14,323
|
|
|
|
|
|
|
Other liabilities |
|
1
|
|
|
|
|
|
|
Long-term debt |
|
0
|
|
|
|
|
|
|
Capital - FRP |
$ 7,487
|
7,522
|
|
$ 7,487
|
|
|
|
|
Capital - Third parties |
|
6,818
|
|
|
|
|
|
|
Total liabilities and capital |
|
$ 14,341
|
|
|
|
|
|
|
BC FRP Realty, LLC |
|
|
|
|
|
|
|
|
Ownership percent |
50.00%
|
50.00%
|
|
50.00%
|
|
|
|
|
Total Investment |
$ 5,858
|
$ 5,228
|
|
$ 5,858
|
|
|
|
|
Total Assets of the Partnership |
12,298
|
10,784
|
|
12,298
|
|
|
|
|
Net Loss of the Partnership |
|
0
|
|
0
|
|
|
|
|
Company's share of Net Loss of the Partnership |
|
0
|
|
0
|
|
|
|
|
Cash |
|
21
|
|
|
|
|
|
|
Cash held in escrow |
|
0
|
|
|
|
|
|
|
Investments in real estate, net |
|
10,763
|
|
|
|
|
|
|
Other liabilities |
|
47
|
|
|
|
|
|
|
Long-term debt |
|
0
|
|
|
|
|
|
|
Capital - FRP |
5,858
|
5,228
|
|
5,858
|
|
|
|
|
Capital - Third parties |
|
5,509
|
|
|
|
|
|
|
Total liabilities and capital |
|
10,784
|
|
|
|
|
|
|
Joint Ventures |
|
|
|
|
|
|
|
|
Total Investment |
13,345
|
22,901
|
|
13,345
|
|
|
|
|
Total Assets of the Partnership |
26,743
|
115,545
|
|
26,743
|
|
|
|
|
Cash |
|
1,062
|
|
|
|
|
|
|
Cash held in escrow |
|
88
|
|
|
|
|
|
|
Investments in real estate, net |
|
114,395
|
|
|
|
|
|
|
Other liabilities |
|
6,396
|
|
|
|
|
|
|
Long-term debt |
|
69,042
|
|
|
|
|
|
|
Capital - FRP |
$ 13,345
|
22,901
|
|
$ 13,345
|
|
|
|
|
Capital - Third parties |
|
17,206
|
|
|
|
|
|
|
Total liabilities and capital |
|
$ 115,545
|
|
|
|
|
|
|
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v3.8.0.1
Consolidation of RiverFront Investment Partners I, LLC. - RiverFront remeasurement balance sheet (Details) - USD ($) $ in Thousands |
Sep. 30, 2017 |
Jun. 30, 2017 |
Dec. 31, 2016 |
Sep. 30, 2016 |
Dec. 31, 2015 |
Land |
$ 127,744
|
|
$ 99,417
|
|
|
Cash |
2,630
|
|
0
|
$ 0
|
$ 0
|
Cash held in escrow |
186
|
|
0
|
|
|
Accounts receivable |
1,033
|
|
710
|
|
|
Total Assets |
416,092
|
|
266,560
|
|
|
Long-term Debt |
30,792
|
|
34,080
|
|
|
Total Liabilities and Capital |
416,092
|
|
266,560
|
|
|
Gain on remeasurement |
|
|
|
|
|
Land |
|
$ 21,107
|
|
|
|
Building and improvements, net |
|
34,362
|
|
|
|
Value of leases in place |
|
4,727
|
|
|
|
Cash |
|
0
|
|
|
|
Cash held in escrow |
|
0
|
|
|
|
Accounts receivable |
|
0
|
|
|
|
Prepaid expenses |
|
0
|
|
|
|
Total Assets |
|
60,196
|
|
|
|
Long-term Debt |
|
0
|
|
|
|
Amortizable debt costs |
|
0
|
|
|
|
Other liabilities |
|
0
|
|
|
|
Equity – FRP |
|
39,727
|
|
|
|
Equity - MRP |
|
20,469
|
|
|
|
Total Liabilities and Capital |
|
60,196
|
|
|
|
RiverFront on the Anacostia |
|
|
|
|
|
Land |
|
28,327
|
|
|
|
Building and improvements, net |
|
116,135
|
|
|
|
Value of leases in place |
|
4,727
|
|
|
|
Cash |
|
2,295
|
|
|
|
Cash held in escrow |
|
171
|
|
|
|
Accounts receivable |
|
40
|
|
|
|
Prepaid expenses |
|
142
|
|
|
|
Total Assets |
$ 146,718
|
151,837
|
0
|
|
|
Long-term Debt |
|
78,587
|
|
|
|
Amortizable debt costs |
|
(852)
|
|
|
|
Other liabilities |
|
905
|
|
|
|
Equity – FRP |
|
48,310
|
|
|
|
Equity - MRP |
|
24,887
|
|
|
|
Total Liabilities and Capital |
|
151,837
|
|
|
|
Riverfront Holdings I, LLC |
|
|
|
|
|
Land |
|
7,220
|
|
|
|
Building and improvements, net |
|
81,773
|
|
|
|
Value of leases in place |
|
0
|
|
|
|
Cash |
|
2,295
|
|
|
|
Cash held in escrow |
|
171
|
|
|
|
Accounts receivable |
|
40
|
|
|
|
Prepaid expenses |
|
142
|
|
|
|
Total Assets |
|
91,641
|
|
|
|
Long-term Debt |
|
78,587
|
|
|
|
Amortizable debt costs |
|
(852)
|
|
|
|
Other liabilities |
|
905
|
|
|
|
Equity – FRP |
|
8,583
|
10,151
|
|
|
Equity - MRP |
|
4,418
|
$ 4,879
|
|
|
Total Liabilities and Capital |
|
$ 91,641
|
|
|
|
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v3.8.0.1
v3.8.0.1
Long-Term debt (Details Narrative) $ in Thousands |
3 Months Ended |
9 Months Ended |
38 Months Ended |
48 Months Ended |
|
|
|
Sep. 30, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
Sep. 30, 2016
USD ($)
|
Sep. 30, 2017
USD ($)
|
Sep. 30, 2016
USD ($)
|
Sep. 30, 2017
USD ($)
|
Aug. 07, 2022 |
Jul. 24, 2015
USD ($)
|
Jan. 30, 2015
USD ($)
|
Aug. 07, 2014
USD ($)
|
Mortgage interest description |
|
5.6% to 7.9% mortgage notes due in installments through 2027
|
|
5.6% to 7.9% mortgage notes due in installments through 2027
|
|
|
|
|
|
|
Capitalized interest |
$ 210
|
|
$ 382
|
$ 812
|
$ 864
|
|
|
|
|
|
RiverFront construction loan |
60,881
|
$ 0
|
|
60,881
|
|
$ 60,881
|
|
|
|
|
RiverFront EB5 secondary financing |
$ 17,000
|
$ 0
|
|
$ 17,000
|
|
$ 17,000
|
|
|
|
|
First Tennessee bank Term Loan |
|
|
|
|
|
|
|
|
|
|
Credit Agreement term years |
10
|
|
|
10
|
|
10
|
|
|
|
|
Term loan facility |
$ 20,000
|
|
|
$ 20,000
|
|
$ 20,000
|
|
|
|
|
Dock 79 Construction loan |
|
|
|
|
|
|
|
|
|
|
RiverFront construction loan |
|
|
|
|
|
|
|
|
|
$ 65,000
|
Interest rate over LIBOR |
|
|
|
|
|
|
|
|
|
2.35%
|
Extension term description |
|
|
|
|
|
one extension period of four years
|
|
|
|
|
Debt service ratio |
|
|
|
|
|
|
debt service ratio of not less than 1.25 to 1.00 during the Extension Term
|
|
|
|
Dock 79 EB5 Financing |
|
|
|
|
|
|
|
|
|
|
RiverFront EB5 secondary financing |
|
|
|
|
|
|
|
|
|
$ 17,000
|
Interest rate to year five |
|
|
|
|
|
|
|
|
|
4.95%
|
Interest rate greater than five years |
|
|
|
|
|
|
|
|
|
8.00%
|
Extension term description |
|
|
|
|
|
additional twelve months
|
|
|
|
|
Repay or Redeem |
|
|
|
|
|
Dock 79 is required to repay or redeem EB5's membership interest for a purchase price equal to the sum of the balance of the EB5's contribution account, plus any accrued by unpaid investment return sixty months after the initial capital contribution, unless extended for an additional twelve months in accordance with the agreement.
|
|
|
|
|
Wells Fargo Bank, N.A. |
|
|
|
|
|
|
|
|
|
|
Credit Agreement term years |
|
|
|
|
|
|
|
|
5
|
|
Revolving Credit Agreement |
|
|
|
|
|
|
|
|
$ 20,000
|
|
Sublimit for standby letters of credit |
|
|
|
|
|
|
|
|
$ 10,000
|
|
Letters of credit issued |
2,266
|
|
|
2,266
|
|
$ 2,266
|
|
|
|
|
Borrowed under the revolver |
5,687
|
|
|
5,687
|
|
5,687
|
|
|
|
|
Available for borrowing |
12,047
|
|
|
12,047
|
|
12,047
|
|
|
|
|
Tangible net worth covenant |
110,000
|
|
|
110,000
|
|
110,000
|
|
|
|
|
Available to pay dividends or repurchase stock |
77,500
|
|
|
$ 77,500
|
|
77,500
|
|
|
|
|
Revolver interest over LIBOR |
|
|
|
1.4%
|
|
|
|
|
|
|
Commitment fee |
|
|
|
0.15%
|
|
|
|
|
|
|
Compliance with Covenants |
|
|
|
all
|
|
|
|
|
|
|
First Tennessee Bank |
|
|
|
|
|
|
|
|
|
|
Credit Agreement term years |
|
|
|
|
|
|
|
5
|
|
|
Revolving Credit Agreement |
|
|
|
|
|
|
|
$ 20,000
|
|
|
Revolver conversion to term loan |
|
|
|
24 month window to convert up to the full amount of the facility into a ten year term loan
|
|
|
|
|
|
|
Borrowed under the revolver |
753
|
|
|
$ 753
|
|
753
|
|
|
|
|
Available for borrowing |
$ 19,247
|
|
|
$ 19,247
|
|
$ 19,247
|
|
|
|
|
Revolver interest over LIBOR |
|
|
|
1.9%
|
|
|
|
|
|
|
Commitment fee |
|
|
|
0.10%
|
|
|
|
|
|
|
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3 Months Ended |
9 Months Ended |
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Sep. 30, 2016 |
Dec. 31, 2015 |
Sep. 30, 2017 |
Sep. 30, 2016 |
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v3.8.0.1
Investments in Joint Ventures (Details Narrative) $ in Thousands |
1 Months Ended |
3 Months Ended |
9 Months Ended |
|
|
May 31, 2016
USD ($)
|
Sep. 30, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
Sep. 30, 2016
USD ($)
|
Mar. 31, 2016
USD ($)
|
Dec. 31, 2006
USD ($)
|
Sep. 30, 2017
USD ($)
|
Sep. 30, 2016
USD ($)
|
Jun. 30, 2016
a
ft²
|
Oct. 04, 2006
a
|
Company's share of the loss of the joint venture |
|
$ 12
|
$ 1,119
|
$ 652
|
|
|
$ 1,589
|
$ 924
|
|
|
Joint Venture consolidated retained earnings |
|
$ (2,633)
|
$ (1,667)
|
|
|
|
$ (2,633)
|
|
|
|
Vulcan |
|
|
|
|
|
|
|
|
|
|
Acres conributed | a |
|
|
|
|
|
|
|
|
|
553
|
Vulcan leasehold interest | a |
|
|
|
|
|
|
|
|
|
3,443
|
FRP additional contribution for land |
|
|
|
|
|
$ 3,018
|
|
|
|
|
Additional land acquired | a |
|
|
|
|
|
|
|
|
|
288
|
St Johns Properties JV St Johns |
|
|
|
|
|
|
|
|
|
|
Value of land contributed |
|
|
|
|
$ 3,240
|
|
|
|
|
|
Acres conributed | a |
|
|
|
|
|
|
|
|
10
|
|
Brooksville Quarry, LLC |
|
|
|
|
|
|
|
|
|
|
Land acreage | a |
|
|
|
|
|
|
|
|
|
4,300
|
Joint venture percentage stake |
|
50.00%
|
50.00%
|
|
|
|
50.00%
|
|
|
50.00%
|
Acres conributed | a |
|
|
|
|
|
|
|
|
|
3,443
|
Book value of land contribution |
|
|
|
|
|
2,548
|
|
|
|
|
FRP additional contribution for land |
|
|
|
|
|
$ 3,018
|
|
|
|
|
Additional land acquired | a |
|
|
|
|
|
|
|
|
|
288
|
Company's share of the loss of the joint venture |
|
|
$ 4
|
|
|
|
$ 31
|
|
|
|
BC FRP Realty, LLC |
|
|
|
|
|
|
|
|
|
|
Square feet | ft² |
|
|
|
|
|
|
|
|
329,000
|
|
Value of land contributed |
|
|
|
|
$ 7,500
|
|
|
|
|
|
Joint venture percentage stake |
|
50.00%
|
50.00%
|
|
|
|
50.00%
|
|
|
|
Distribution received |
$ 2,130
|
|
|
|
|
|
|
|
|
|
Acres conributed | a |
|
|
|
|
|
|
|
|
25
|
|
Company's share of the loss of the joint venture |
|
|
$ 0
|
|
|
|
$ 0
|
|
|
|
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v3.8.0.1
Consolidation of RiverFront Investment Partners I, LLC. (Details Narrative) $ in Thousands |
1 Months Ended |
3 Months Ended |
9 Months Ended |
|
|
|
|
Jun. 30, 2013
USD ($)
|
Sep. 30, 2017
USD ($)
ft²
|
Sep. 30, 2016
USD ($)
|
Sep. 30, 2017
USD ($)
ft²
|
Sep. 30, 2016
USD ($)
|
Jun. 30, 2017
ft²
|
Dec. 31, 2016
USD ($)
|
Aug. 08, 2014
USD ($)
|
Mar. 30, 2012
a
ft²
|
EB5 Secondary financing |
|
$ 17,000
|
|
$ 17,000
|
|
|
$ 0
|
|
|
Nonrecourse construction loan |
|
60,881
|
|
60,881
|
|
|
$ 0
|
|
|
Gain on remeasurement of investment of real estate partnership |
|
$ 60,196
|
$ 0
|
60,196
|
$ 0
|
|
|
|
|
MRP |
|
|
|
|
|
|
|
|
|
Capital contribution |
$ 5,553
|
|
|
|
|
|
|
|
|
Gain on remeasurement of investment of real estate partnership |
|
|
|
$ 20,469
|
|
|
|
|
|
Riverfront Holdings I, LLC |
|
|
|
|
|
|
|
|
|
Square feet | ft² |
|
|
|
|
|
|
|
|
300,000
|
Retail square feet | ft² |
|
|
|
|
|
|
|
|
18,000
|
Area of land to develop | a |
|
|
|
|
|
|
|
|
2.0
|
Land acreage | a |
|
|
|
|
|
|
|
|
5.82
|
Value of land contributed |
13,500
|
|
|
|
|
|
|
|
|
Book value of land contribution |
6,165
|
|
|
|
|
|
|
|
|
Cash contributed |
$ 4,866
|
|
|
|
|
|
|
|
|
Joint venture percentage stake |
77.14%
|
|
|
|
|
|
77.14%
|
|
|
EB5 Secondary financing |
|
|
|
|
|
|
|
$ 17,000
|
|
Nonrecourse construction loan |
|
|
|
|
|
|
|
$ 65,000
|
|
RiverFront on the Anacostia |
|
|
|
|
|
|
|
|
|
Square feet | ft² |
|
300,000
|
|
300,000
|
|
300,000
|
|
|
|
Joint venture percentage stake |
|
|
|
|
|
66.00%
|
|
|
|
Units leased |
|
96.40%
|
|
96.40%
|
|
|
|
|
|
Stabilization percent leased and occupied |
|
|
|
|
|
90.00%
|
|
|
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Period Type: |
duration |
|
X |
- Details
Name: |
dei_LegalEntityAxis=FRPH_MRPMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_EquityInterestIssuedOrIssuableByTypeAxis=FRPH_RiverfrontIJointVentureMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementBusinessSegmentsAxis=FRPH_RiverFrontMember |
Namespace Prefix: |
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Data Type: |
na |
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Period Type: |
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This regulatory filing also includes additional resources:
frphsepq17.pdf
Grafico Azioni FRP (NASDAQ:FRPH)
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