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8-K - FORM 8-K - FRP HOLDINGS, INC.frphform8k3qfy2016.txt


            FRP HOLDINGS, INC./NEWS

Contact:    John D. Milton, Jr.
            Chief Financial Officer                               904/858-9100

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FRP HOLDINGS, INC. (NASDAQ: FRPH) ANNOUNCES RESULTS FOR THE THIRD QUARTER OF
FISCAL 2016.

FRP Holdings, Inc. (NASDAQ-FRPH) Jacksonville, Florida; August 2, 2016 -

Fiscal 2016 Third Quarter Consolidated Results of Operations.

Net income for the third quarter of fiscal 2016 was $774,000 or $.08 per share
versus $2,046,000 or $.21 per share in the third quarter last year.  Total
revenues were $9,243,000, up $746,000, or 8.8%, versus the same quarter last
year. Total cost of operations increased $2,669,000, or 57.9%, as the Company
recorded an environmental remediation expense of $2.0 million for the
Company's estimated liability under the proposed agreement with our joint
venture partner, MRP, to develop Phase II of Riverfront on the Anacostia.
Consolidated total operating profit decreased by $1,923,000, or 49.4%, to
$1,966,000 this quarter.


Third Quarter Segment Operating Results.

During fiscal 2015, management analyzed the amount of corporate and management
company time likely to be spent on our segments going forward and, as a result,
the allocation of corporate expense to the Mining Royalty Lands segment was
reduced and reallocated to our other two segments (the "Reallocation").


Asset Management Segment:
------------------------

Total revenues in this segment were $6,927,000, up $418,000 or 6.4%, over the
same quarter last year. Net Operating Income in this segment for the 3rd
quarter was $5,485,000, compared to $5,273,000 in the 3rd quarter last year,
an increase of 4%.  The increase was mainly due to the acquisition of the Port
Capital building in Baltimore in October of 2015.  We ended this quarter with
total occupied square feet of 3,319,891 versus 3,256,405 at the end of the 3rd
quarter last year, an increase of 1.9% or 63,486 square feet.

Depreciation and amortization expense increased primarily due to $139,000 of
accelerated depreciation for tenant improvements removed during the quarter
for a new tenant and the Port Capital purchase.  Corporate expense increased
due to the Reallocation and higher professional fees.



During the 2nd quarter, the Company identified an opportunity to buy the Gilroy Road building located in Hunt Valley, MD, for a purchase price of $8,331,000. The Company closed on this acquisition July 1, 2016. The building is a 116,338 square foot Class "B" warehouse facility inclusive of 8,900 square feet of second floor mezzanine office space (107,438 sf footprint) on 7.0 acres in Hunt Valley, MD. The property is 100% leased. Rental revenue (excluding reimbursements) is projected to be $755,000 in fiscal 2017. Mining Royalty Lands Segment: ---------------------------- Total revenues in this segment were $2,059,000, an increase of 18.7%, versus $1,735,000 in the same quarter last year due to an increase in tons sold at locations over the minimum. Total operating profit in this segment was $1,888,000, an increase of $535,000 (inclusive of a $171,000 benefit from the Reallocation), versus $1,353,000 in the third quarter of last year. Land Development and Construction Segment: ----------------------------------------- The Land Development and Construction segment is responsible for (i) seeking out and identifying opportunistic purchases of income producing warehouse/ office buildings, and (ii) developing our non-income producing properties into income production. Construction of the 79,550 square foot spec warehouse at Hollander Business park was completed during the third quarter of this fiscal year and transferred to the Asset Management segment for lease-up. Also in the third quarter of fiscal 2016 we started construction on a 103,653 square foot building in Patriot Business Center and pre-leased 51,727 square feet. 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. Operating expenses were higher than the same quarter last year primarily due to professional fees pursuing settlement negotiations with other potentially responsible parties for environmental contamination and an eminent domain proceeding both at Riverfront on the Anacostia. Fiscal 2016 First Nine Months Consolidated Results of Continuing Operations. Income from continuing operations for the first nine months of fiscal 2016 was $10,067,000 or $1.02 per share versus $4,022,000 or $.41 per share in the first nine months last year. The first nine months of fiscal 2016 included $.44 per share from a gain on land sale of $6,177,000 and income of $1,000,000 from the $3 million environmental claim cash settlement received offset by a $2 million estimated liability for environmental remediation on Phase II. Post Spin-off we are reporting any net gain/(loss) from the transportation business as "discontinued operations" and we currently have no other discontinued operations being reported. For the nine months ended June 30, 2016 we received no benefit to after tax net income versus a $2,179,000 benefit in the same period last year. Additionally, GAAP accounting rules do not allow corporate overhead expense to be allocated to a discontinued
operation of the Company which resulted in the first nine months of fiscal 2015 including $1,081,000 of corporate overhead expense to the Company that was associated with the discontinued transportation operations. Total revenues were up $1,934,000, or 7.5%, versus the same period last year. Consolidated adjusted total operating profit in the first nine months of the year (excluding the positive impacts of the environmental settlement/expense (net) in this period and the negative impact of corporate expense not allocable to discontinued operations in the prior year) was up 16.9% over the same period last year (see table "Non-GAAP Financial Measures). First Nine Months Segment Operating Results. Asset Management Segment: ------------------------ Total revenues in this segment were $21,416,000, up $820,000 or 4.0%, over the same period last year. Net operating income in this segment for the period was $16,317,000, compared to $15,726,000 in the 3rd quarter last year, an increase of 3.8%. The increase was due mainly to completion of the third build-to-suit in the middle of the 2nd quarter last year and the acquisition of the Port Capital building in October of 2015. Depreciation and amortization expense increased primarily due to $139,000 of accelerated depreciation for tenant improvements removed during the current quarter for a new tenant and the Port Capital purchase. Corporate expense increased due to the reallocation and higher professional fees. Mining Royalty Lands Segment: ---------------------------- Total revenues in this segment were $5,496,000, an increase of 24.5%, versus $4,414,000 in the same period last year due to an increase in tons sold. Total operating profit in this segment was $4,932,000, an increase of $2,032,000 (inclusive of a $885,000 benefit from the Reallocation), versus $2,900,000 in the first nine months of last year. Land Development and Construction Segment: ----------------------------------------- In addition to the items occurring in the 3rd quarter as outlined above, during the first nine months of fiscal 2016 this segment successfully closed on the sale of Phase II of the Windlass Run residential land (a non-income producing property) for $11,288,000. Using $9,900,000 of the proceeds from that sale in a Section 1031 exchange, the Asset Management segment acquired the Port Capital building, a 91,218 square foot, 100% occupied warehouse with first full year projected rental revenue of $594,000. Management successfully completed negotiations and entered into a $3,000,000 settlement of environmental claims against our former tenant at the Riverfront on the Anacostia property and
continues to pursue settlement negotiations with other potentially responsible parties. This recovery was mostly offset by the recordation of environmental remediation expense of $2.0 million for Phase II. Summary and Outlook. We are focused on building shareholder value through our real estate holdings - mainly by growing our portfolio through the opportunistic purchase of income producing warehouse/office buildings, and the conversion of our non-income producing assets into income production through a two pronged approach that includes (i) selling land that is not conducive to warehouse/office development (e.g. Windlass Run Residential Phase 2 land) and using the proceeds to acquire existing income producing warehouse/office buildings typically in a Section 1031 exchange (e.g. the Port Capital building purchase) and (ii) the construction of new warehouse/office buildings on existing pad sites in our developed business parks (e.g. new spec building at Hollander Business Park). Over the past five years, we have converted 172 acres of non-income producing land into 766,216 square feet of income producing properties (excluding the recently completed spec building) with estimated FY 2016 rental revenues of $5,587,000. We saw another quarter of real improvement in mining royalties due mainly to increased volumes at most of our locations. During the remainder of fiscal 2016, we expect to continue construction on a new 104,000 sq.ft. spec building at Patriot Business Park, reconstruct the bulk head at the Square 664E property in anticipation of future high-rise development, and continue management of construction and lease up of Phase I (Dock 79) of RiverFront on the Anacostia and pre-development activities for Phase II. Phase I pre-leasing activity for the 305 residential units commenced in late May of 2016 and as of July 18th the residential units were 18.8% pre-leased with occupancy not expected until August 2016. Conference Call. The Company will host a conference call on Tuesday, August 2, 2016 at 1:00 p.m. (EDT). Analysts, stockholders and other interested parties may access the teleconference live by calling 1-800-351-6804 (pass code 34997) within the United States. International callers may dial 334-323-7224 (pass code 34997). Computer audio live streaming is available via the Internet through the Company's website at www.frpholdings.com. You may also click on this link for the live streaming http://stream.conferenceamerica.com/FRP080216. For the archived audio via the internet, click on the following link http://archive.conferenceamerica.com/archivestream/FRP080216.mp3. If using the Company's website, click on the Investor Relations tab, then select the earnings conference stream. An audio replay will be available for sixty days following the conference call. To listen to the audio replay, dial toll free 877-919-4059, international callers dial 334-323-0140. The passcode of the audio replay is 49097905. Replay options: "1" begins playback, "4" rewind 30 seconds, "5" pause, "6" fast forward 30 seconds, "0" instructions, and "9" exits recording. There may be a 30-40 minute delay until the archive is available following the conclusion of the conference call.
FRP HOLDINGS, INC. AND SUBSIDIARIES ----------------------------------- CONSOLIDATED STATEMENTS OF INCOME (In thousands except per share amounts) (Unaudited) THREE MONTHS ENDED NINE MONTHS ENDED JUNE 30, JUNE 30, 2016 2015 2016 2015 ---- ---- ---- ---- Revenues: Rental revenue $ 6,082 5,784 18,198 17,531 Royalty and rents 2,033 1,714 5,427 4,349 Revenue - reimbursements 1,128 999 4,056 3,867 ------ ------ ------ ------ Total Revenues 9,243 8,497 27,681 25,747 Cost of operations: Depreciation, depletion and amortization 2,066 1,805 5,891 5,566 Operating expenses 974 818 3,478 3,487 Environmental remediation expense 2,000 - (1,000) - Property taxes 1,128 994 3,388 3,323 Management company indirect 425 434 1,425 1,228 Corporate expenses 684 557 2,424 3,750 ------ ------ ------ ------ Total cost of operations 7,277 4,608 15,606 17,354 Total operating profit 1,966 3,889 12,075 8,393 Interest income - - 2 - Interest expense (392) (459) (1,288) (1,524) Equity in loss of joint ventures (186) (75) (326) (255) Gain (Loss) on investment land sold (109) - 6,177 (20) ------ ------ ------ ------ Income from continuing operations before income taxes 1,279 3,355 16,640 6,594 Provision for income taxes 505 1,309 6,573 2,572 ------ ------ ------ ------ Income from continuing operations 774 2,046 10,067 4,022 Gain from discontinued transportation operations, net of taxes - - - 2,179 ------ ------ ------ ------ Net income $ 774 2,046 10,067 6,201 ====== ====== ====== ====== Comprehensive net income $ 774 2,046 10,067 6,201 ====== ====== ====== ====== Earnings per common share: Income from continuing operations- Basic $ 0.08 0.21 1.02 0.41 Diluted $ 0.08 0.21 1.02 0.41 Discontinued operations- Basic $ - - - 0.23 Diluted $ - - - 0.22 Net Income- Basic $ 0.08 0.21 1.02 0.64 Diluted $ 0.08 0.21 1.02 0.63 Number of shares (in thousands) used in computing: -basic earnings per common share 9,864 9,777 9,839 9,745 -diluted earnings per common share 9,907 9,839 9,884 9,822
Asset Management Segment: ------------------------ Three months ended June 30 --------------------------------------- (dollars in thousands) 2016 % 2015 % Change % -------- ------- -------- ------- -------- ------- Rental revenue $ 5,952 85.9% 5,684 87.3% 268 4.7% Revenue-reimbursements 975 14.1% 825 12.7% 150 18.2% -------- ------- -------- ------- -------- ------- Total revenue 6,927 100.0% 6,509 100.0% 418 6.4% Depreciation, depletion and amortization 1,985 28.7% 1,694 26.0% 291 17.2% Operating expenses 774 11.2% 730 11.2% 44 6.0% Property taxes 668 9.6% 551 8.5% 117 21.2% Management company indirect 182 2.6% 245 3.8% (63) -25.7% Corporate expense 354 5.1% 210 3.2% 144 68.6% -------- ------- -------- ------- -------- ------- Cost of operations 3,963 57.2% 3,430 52.7% 533 15.5% -------- ------- -------- ------- -------- ------- Operating profit $ 2,964 42.8% 3,079 47.3% (115) -3.7% ======== ======= ======== ======= ======== ======= Mining Royalty Lands Segment: ---------------------------- Three months ended June 30 --------------------------------------- (dollars in thousands) 2016 % 2015 % -------- ------- -------- ------- Royalty and rents $ 2,035 98.8% 1,714 98.8% Revenue-reimbursements 24 1.2% 21 1.2% -------- ------- -------- ------- Total revenue 2,059 100.0% 1,735 100.0% Depreciation, depletion and amortization 15 0.7% 39 2.2% Operating expenses 45 2.2% 66 3.8% Property taxes 59 2.9% 54 3.1% Corporate expense 52 2.5% 223 12.9% -------- ------- -------- ------- Cost of operations 171 8.3% 382 22.0% Operating profit $ 1,888 91.7% 1,353 78.0% ======== ======= ======== =======
Land Development and Construction Segment: ----------------------------------------- Three months ended June 30 -------------------------------------- (dollars in thousands) 2016 2015 Change -------- -------- -------- Rental revenue $ 130 100 30 Royalty and rents (2) - (2) Revenue-reimbursements 129 153 (24) -------- -------- -------- Total revenue 257 253 4 Depreciation, depletion and amortization 66 72 (6) Operating expenses 155 22 133 Environmental remediation expense 2,000 - 2,000 Property taxes 401 389 12 Management company indirect 243 189 54 Corporate expense 278 124 154 -------- -------- -------- Cost of operations 3,143 796 2,347 -------- -------- -------- Operating loss $ (2,886) (543) (2,343) ======== ======== ======== Asset Management Segment: ------------------------ Nine months ended June 30 --------------------------------------- (dollars in thousands) 2016 % 2015 % Change % -------- ------- -------- ------- -------- ------- Rental revenue $ 17,818 83.2% 17,183 83.4% 635 3.7% Revenue-reimbursements 3,598 16.8% 3,413 16.6% 185 5.4% -------- ------- -------- ------- -------- ------- Total revenue 21,416 100.0% 20,596 100.0% 820 4.0% Depreciation, depletion and amortization 5,618 26.2% 5,256 25.5% 362 6.9% Operating expenses 3,043 14.2% 2,931 14.2% 112 3.8% Property taxes 1,989 9.3% 2,003 9.7% (14) -0.7% Management company indirect 637 3.0% 544 2.7% 93 17.1% Corporate expense 1,252 5.8% 1,007 4.9% 245 24.3% -------- ------- -------- ------- -------- ------- Cost of operations 12,539 58.5% 11,741 57.0% 798 6.8% -------- ------- -------- ------- -------- ------- Operating profit $ 8,877 41.5% 8,855 43.0% 22 0.2% ======== ======= ======== ======= ======== =======
Mining Royalty Lands Segment: ---------------------------- Nine months ended June 30 --------------------------------------- (dollars in thousands) 2016 % 2015 % -------- ------- -------- ------- Royalty and rents $ 5,429 98.8% 4,349 98.5% Revenue-reimbursements 67 1.2% 65 1.5% -------- ------- -------- ------- Total revenue 5,496 100.0% 4,414 100.0% Depreciation, depletion and amortization 80 1.5% 100 2.3% Operating expenses 125 2.3% 180 4.1% Property taxes 177 3.2% 167 3.8% Corporate expense 182 3.3% 1,067 24.1% -------- ------- -------- ------- Cost of operations 564 10.3% 1,514 34.3% -------- ------- -------- ------- Operating profit $ 4,932 89.7% 2,900 65.7% ======== ======= ======== ======= Land Development and Construction Segment: ----------------------------------------- Nine months ended June 30 -------------------------------------- (dollars in thousands) 2016 2015 Change -------- -------- -------- Rental revenue $ 380 348 32 Royalty and rents (2) - (2) Revenue-reimbursements 391 389 2 -------- -------- -------- Total revenue 769 737 32 Depreciation, depletion and amortization 193 210 (17) Operating expenses 310 376 (66) Environmental remediation recovery (1,000) - (1,000) Property taxes 1,222 1,153 69 Management company indirect 788 684 104 Corporate expense 990 595 395 -------- -------- -------- Cost of operations 2,503 3,018 (515) -------- -------- -------- Operating loss $ (1,734) (2,281) 547 ======== ======== ========
Non-GAAP Financial Measures. To supplement the financial results presented in accordance with GAAP, FRP presents certain non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The non-GAAP financial measures included in this quarterly report are adjusted operating profit and net operating income (NOI). FRP uses these non-GAAP financial measures to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. These measures are not, and should not be viewed as, substitutes for GAAP financial measures. Post Spin-off we are reporting any net gain/(loss) from the transportation business as "discontinued operations" and we currently have no other discontinued operations being reported. GAAP accounting rules do not allow corporate overhead expenses to be allocated to a discontinued operation of the Company; thus, those corporate expenses attributable to the transportation business prior to the spin-off are charged to the Company as part of continuing operations. Adjusted Operating Profit Adjusted operating profit excludes the impact of the corporate expense not allocated to discontinued operations and the environmental remediation recovery. Adjusted operating profit is presented to provide additional perspective on underlying trends in FRP's core operating results. A reconciliation between operating profit and adjusted operating profit is as follows: Adjusted Operating Profit Nine months ended June 30, 2016 2015 Change % -------- -------- -------- ------- Operating profit $ 12,075 8,393 3,682 43.9% Adjustments: Environmental remediation recovery (1,000) - Corporate costs not allocated to discontinued operations - 1,081 -------- -------- -------- ------- Adjusted Operating profit $ 11,075 9,474 1,601 16.9% Net Operating Income Reconciliation Three months ending 06/30/16 (in thousands) Asset Land Mining Unallocated FRP Management Development Royalties Corporate Holdings Segment Segment Segment Expenses Totals ---------- ---------- ---------- ---------- ---------- Income from continuing operations $ 1,556 (1,927) 1,145 - 774 Income Tax Allocation 1,016 (1,259) 748 - 505 ---------- ---------- ---------- ---------- ---------- Inc. from continuing operations before income taxes 2,572 (3,186) 1,893 - 1,279 Less: Lease intangible rents 5 - Plus: Unrealized rents 5 - Equity in loss of Joint Venture - 176 Loss on investment land sold - 124 Interest Expense 392 - Depreciation/Amortization 1,985 66 Management Co. Indirect 182 243 Allocated Corporate Expenses 354 278 ---------- ---------- Net Operating Income (loss) $ 5,485 (2,299)
Net Operating Income Reconciliation Nine months ending 06/30/16 (in thousands) Asset Land Mining Unallocated FRP Management Development Royalties Corporate Holdings Segment Segment Segment Expenses Totals ---------- ---------- ---------- ---------- ---------- Income from continuing operations $ 4,596 2,496 2,975 - 10,067 Income Tax Allocation 3,002 1,629 1,942 - 6,573 ---------- ---------- ---------- ---------- ---------- Inc. from continuing operations before income taxes 7,598 4,125 4,917 - 16,640 Less: Gains on investment land sold 9 6,153 Other income - 2 Unrealized rents 44 - Lease intangible rents 23 - Plus: Equity in loss of Joint Venture - 296 Interest Expense 1,288 - Depreciation/Amortization 5,618 193 Management Co. Indirect 637 788 Allocated Corporate Expenses 1,252 990 ---------- ---------- Net Operating Income $ 16,317 237 Net Operating Income Reconciliation Three months ending 06/30/15 (in thousands) Asset Land Mining Unallocated FRP Management Development Royalties Corporate Holdings Segment Segment Segment Expenses Totals ---------- ---------- ---------- ---------- ---------- Income from continuing operations $ 1,611 (383) 818 - 2,046 Income Tax Allocation 1,030 (244) 523 - 1,309 ---------- ---------- ---------- ---------- ---------- Inc. from continuing operations before income taxes 2,641 (627) 1,341 - 3,355 Less: Gains on investment land sold 20 - Lease intangible rents 14 - Plus: Loss on investment land sold - 20 Unrealized rents 59 - Equity in loss of Joint Venture - 64 Interest Expense 458 - Depreciation/Amortization 1,694 72 Management Co. Indirect 245 189 Allocated Corporate Expenses 210 124 ---------- ---------- Net Operating Income (loss) $ 5,273 (158) Net Operating Income Reconciliation Nine months ending 06/30/15 (in thousands) Asset Land Mining Unallocated FRP Management Development Royalties Corporate Holdings Segment Segment Segment Expenses Totals ---------- ---------- ---------- ---------- ---------- Income from continuing operations $ 4,503 (1,541) 1,720 (660) 4,022 Income Tax Allocation 2,879 (986) 1,100 (421) 2,572 ---------- ---------- ---------- ---------- ---------- Inc. from continuing operations before income taxes 7,382 (2,527) 2,820 (1,081) 6,594 Less: Lease intangible rents 39 - Plus: Loss on investment land sold - 20 Unrealized rents 103 - Equity in loss of Joint Venture - 226 Interest Expense 1,473 - Depreciation/Amortization 5,256 210 Management Co. Indirect 544 684 Allocated Corporate Expenses 1,007 595 ---------- ---------- Net Operating Income $ 15,726 (792)