UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 22, 2016
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FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 001-36769 47-2449198
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation
200 W. Forsyth Street, 7th Floor
Jacksonville, Florida 32202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 858-9100
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
CURRENT REPORT ON FORM 8-K
FRP HOLDINGS, INC.
November 22, 2016
ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 22, 2016, FRP Holdings, Inc. (the "Company") issued a
press release announcing its earnings for the fourth quarter and fiscal
year ended September 30, 2016. A copy of the press release is furnished
as Exhibit 99.
The information in this report (including the exhibit) shall not
be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liability of that section, and shall not be incorporated
by reference into any registration statement or other document filed
under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such
filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
99 Press Release dated November 22, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FRP HOLDINGS, INC.
Date: November 23, 2016 By: /s/ John D. Milton, Jr.
-------------------------------------------
John D. Milton, Jr.
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
99 Press Release dated November 22, 2016, issued by FRP Holdings, Inc.
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 FOURTH QUARTER AND
FISCAL YEAR ENDED SEPTEMBER 30, 2016.
FRP Holdings, Inc. (NASDAQ-FRPH) Jacksonville, Florida; November 22, 2016 -
Fiscal 2016 Fourth Quarter Consolidated Results of Operations.
Net income for the fourth quarter of fiscal 2016 was $1,957,000 or $.20 per
share versus $2,071,000 or $.21 per share in the fourth quarter last year.
Total revenues were $9,776,000, up 9.9%, versus the same quarter last year,
while total cost of operations increased 7%. Finally, consolidated total
operating profit was up $520,000 this quarter, a 13.7% improvement over last
year's fourth quarter results.
Fourth 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 $7,323,000, up $349,000 or 5.0%, over the
same quarter last year. Net Operating Income in this segment for the 4th
quarter was $5,627,000, compared to $5,317,000 in the 4th quarter last year,
an increase of 5.8%. The increase was mainly due to the acquisition of the
Port Capital building in Baltimore in October of 2015 and the acquisition of
the Gilroy Road building in Hunt Valley, MD on July 1, 2016. We ended this
quarter with total occupied square feet of 3,486,681 versus 3,262,965 at the
end of the 4th quarter last year, an increase of 6.9% or 223,716 square feet.
Depreciation and amortization expense increased primarily due to the two
building purchases in fiscal 2016 and the write-off of prepaid commissions
related to the bankruptcy of one of our tenants, ITT Educational Services.
Corporate expense increased due to the Reallocation and higher professional
fees.
Mining Royalty Lands Segment:
----------------------------
Total revenues in this segment were $2,037,000, an increase of 21.3%, versus
$1,680,000 in the same quarter last year due to an increase in tons sold at
locations over the minimum. Including a $207,000 benefit from reallocating
corporate expenses, total operating profit in this segment was $1,866,000.
That is an increase of $611,000 over last year's fourth quarter operating
profit of $1,255,000.
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. During the quarter we obtained rezoning of
our 117 acre parcel in Carroll County, Maryland from industrial to residential
which we pursued in order to maximize this asset's profitability and expedite
its disposition. We also received $1,115,400 as settlement for an easement
related to the future construction of the new Frederick Douglass Bridge.
Because of operating losses and depreciation during the lease up of Phase I
(Dock 79) of RiverFront on the Anacostia this quarter, equity in loss of joint
ventures was $652,000. Phase I pre-leasing activity for the 305 residential
units commenced in late May of 2016 and as of the end of October the
residential units were 30.5% occupied and 42.3% leased, while retail units
were 80% leased with just one space remaining.
Fiscal Year 2016 Consolidated Results of Continuing Operations.
Income from continuing operations for fiscal 2016 was $12,024,000 or $1.22 per
share versus $6,093,000 or $.62 per share last year. Fiscal 2016 included
$.43 per share from a gain on land sale of $6,029,000 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 fiscal 2016 we received no benefit
to after tax net income versus a $2,179,000 benefit 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 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 $2,811,000, or 8.1%, versus the same period last year.
Consolidated adjusted total operating profit in fiscal 2016 (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% over last year (see table "Non-GAAP
Financial Measures).
Fiscal Year 2016 Segment Operating Results.
Asset Management Segment:
------------------------
Total revenues in this segment were $28,739,000, up $1,169,000 or 4.2%, over
last year. Net operating income in this segment for fiscal 2016 was
$21,944,000, compared to $21,043,000 last year, an increase of 4.3%. The
increase was due mainly to completion of the third build-to-suit in the middle
of the 2nd quarter last year, the acquisition of the Port Capital building in
October of 2015 and the acquisition of the Gilroy Road building in July of
2016.
Depreciation and amortization expense increased primarily due to the two
building purchases in fiscal 2016, accelerated depreciation of $139,000 for
tenant improvements removed for a new tenant, and the
write-off of prepaid commissions related to the bankruptcy of one of our
tenants, ITT Educational Services. Corporate expense increased due to the
Reallocation and higher professional fees.
Mining Royalty Lands Segment:
----------------------------
Total revenues in this segment were $7,533,000, an increase of 23.6%, versus
$6,094,000 last year due to an increase in tons sold. Total operating profit
in this segment was $6,798,000, an increase of $2,642,000 (inclusive of a
$1,091,000 benefit from the Reallocation), versus $4,156,000 last year.
Land Development and Construction Segment:
-----------------------------------------
Beyond the aforementioned rezoning of Hampstead and settling the easement at
Anacostia, during 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. 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. 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.
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 FY 2016 rental revenues of $5,555,000.
We saw another quarter of real improvement in mining royalties due mainly to
increased volumes at most of our locations.
During fiscal 2017, we expect to complete construction on the 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 lease up of Phase I (Dock 79) of RiverFront on the
Anacostia and pre-development activities for Phase II.
Conference Call.
The Company will host a conference call on Monday, November 28, 2016 at 10:00
a.m. (EDT). Analysts, stockholders and other interested parties may access
the teleconference live by calling 1-800-853-3898 (pass code 97315) within the
United States. International callers may dial 334-323-7224 (pass code 97315).
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/FRP112816. For the
archived audio via the internet, click on the following link
http://archive.conferenceamerica.com/archivestream/FRP112816.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 29505239. 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 TWELVE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30
2016 2015 2016 2015
---- ---- ---- ----
Revenues:
Rental revenue $ 6,261 5,879 24,457 23,410
Mining Royalty and rents 2,014 1,650 7,443 5,999
Revenue - reimbursements 1,501 1,370 5,557 5,237
------ ------ ------ ------
Total Revenues 9,776 8,899 37,457 34,646
Cost of operations:
Depreciation, depletion
and amortization 2,160 1,812 8,051 7,378
Operating expenses 1,146 1,122 4,624 4,609
Environmental
remediation expense - - (1,000) -
Property taxes 1,087 1,120 4,475 4,443
Management company indirect 419 419 1,844 1,647
Corporate expenses 656 638 3,080 4,388
------ ------ ------ ------
Total cost of operations 5,468 5,111 21,074 22,465
Total operating profit 4,308 3,788 16,383 12,181
Interest income - - 2 -
Interest expense (273) (490) (1,561) (2,014)
Equity in loss of joint ventures (652) 110 (978) (145)
Gain (Loss) on investment
land sold (148) (14) 6,029 (34)
------ ------ ------ ------
Income from continuing
operations before
income taxes 3,235 3,394 19,875 9,988
Provision for income taxes 1,278 1,323 7,851 3,895
------ ------ ------ ------
Income from continuing
operations 1,957 2,071 12,024 6,093
Gain from discontinued
transportation operations,
net of taxes - - - 2,179
------ ------ ------ ------
Net income $ 1,957 2,071 12,024 8,272
====== ====== ====== ======
Earnings per common share:
Income from continuing operations-
Basic $ 0.20 0.21 1.22 0.62
Diluted $ 0.20 0.21 1.22 0.62
Discontinued operations-
Basic $ - - - 0.23
Diluted $ - - - 0.22
Net Income-
Basic $ 0.20 0.21 1.22 0.85
Diluted $ 0.20 0.21 1.22 0.84
Number of shares (in
thousands) used in computing:
-basic earnings per
common share 9,865 9,789 9,846 9,756
-diluted earnings per
common share 9,908 9,839 9,890 9,827
Asset Management Segment:
------------------------
Three months ended September 30
---------------------------------------
(dollars in thousands) 2016 % 2015 % Change %
-------- ------- -------- ------- -------- -------
Rental revenue $ 5,977 81.6% 5,763 82.6% 214 3.7%
Revenue-reimbursements 1,346 18.4% 1,211 17.4% 135 11.1%
-------- ------- -------- ------- -------- -------
Total revenue 7,323 100.0% 6,974 100.0% 349 5.0%
Depreciation, depletion and
amortization 2,071 28.3% 1,707 24.5% 364 21.3%
Operating expenses 1,102 15.0% 1,002 14.4% 100 10.0%
Property taxes 729 10.0% 648 9.3% 81 12.5%
Management company indirect 176 2.4% 191 2.7% (15) -7.9%
Corporate expense 339 4.6% 241 3.4% 98 40.7%
-------- ------- -------- ------- -------- -------
Cost of operations 4,417 60.3% 3,789 54.3% 628 16.6%
-------- ------- -------- ------- -------- -------
Operating profit $ 2,906 39.7% 3,185 45.7% (279) -8.8%
======== ======= ======== ======= ======== =======
Mining Royalty Lands Segment:
----------------------------
Three months ended September 30
---------------------------------------
(dollars in thousands) 2016 % 2015 %
-------- ------- -------- -------
Mining Royalty and rents $ 2,014 98.9% 1,650 98.2%
Revenue-reimbursements 23 1.1% 30 1.8%
-------- ------- -------- -------
Total revenue 2,037 100.0% 1,680 100.0%
Depreciation, depletion and
amortization 24 1.2% 33 2.0%
Operating expenses 40 2.0% 71 4.2%
Property taxes 58 2.8% 65 3.9%
Corporate expense 49 2.4% 256 15.2%
-------- ------- -------- -------
Cost of operations 171 8.4% 425 25.3%
-------- ------- -------- -------
Operating profit $ 1,866 91.6% 1,255 74.7%
======== ======= ======== =======
Land Development and Construction Segment:
-----------------------------------------
Three months ended September 30
---------------------------------------
(dollars in thousands) 2016 2015 Change
-------- -------- --------
Rental revenue $ 284 116 168
Revenue-reimbursements 132 129 3
-------- -------- --------
Total revenue 416 245 171
Depreciation, depletion and
amortization 65 72 (7)
Operating expenses 3 49 (46)
Property taxes 300 407 (107)
Management company indirect 243 228 15
Corporate expense 268 141 127
-------- -------- --------
Cost of operations 879 897 (18)
-------- ------- --------
Operating loss $ (463) (652) 189
======== ======== ========
Asset Management Segment:
------------------------
Years Ended September 30
---------------------------------------
(dollars in thousands) 2016 % 2015 % Change %
-------- ------- -------- ------- -------- -------
Rental revenue $ 23,795 82.8% $ 22,946 83.2% $ 849 3.7%
Revenue-reimbursements 4,944 17.2% 4,624 16.8% 320 6.9%
-------- ------- -------- ------- -------- -------
Total revenue 28,739 100.0% 27,570 100.0% 1,169 4.2%
Depreciation, depletion and
amortization 7,689 26.8% 6,963 25.3% 726 10.4%
Operating expenses 4,145 14.4% 3,933 14.3% 212 5.4%
Property taxes 2,718 9.5% 2,651 9.6% 67 2.5%
Management company indirect 813 2.8% 735 2.7% 78 10.6%
Corporate expense 1,591 5.5% 1,248 4.4% 343 27.5%
-------- ------- -------- ------- -------- -------
Cost of operations 16,956 59.0% 15,530 56.3% 1,426 9.2%
-------- ------- -------- ------- -------- -------
Operating profit $ 11,783 41.0% $ 12,040 43.7% $ (257) -2.1%
======== ======= ======== ======= ======== =======
Mining Royalty Lands Segment:
----------------------------
Years ended September 30
---------------------------------------
(dollars in thousands) 2016 % 2015 %
-------- ------- -------- -------
Mining Royalty and rents $ 7,443 98.8% 5,999 98.4%
Revenue-reimbursements 90 1.2% 95 1.6%
-------- ------- -------- -------
Total revenue 7,533 100.0% 6,094 100.0%
Depreciation, depletion and
amortization 104 1.4% 133 2.2%
Operating expenses 165 2.2% 251 4.1%
Property taxes 235 3.1% 232 3.8%
Corporate expense 231 3.1% 1,322 21.7%
-------- ------- -------- -------
Cost of operations 735 9.8% 1,938 31.8%
-------- ------- -------- -------
Operating profit $ 6,798 90.2% $ 4,156 68.2%
======== ======= ======== =======
Land Development and Construction Segment:
-----------------------------------------
Twelve months ended September 30
--------------------------------------
(dollars in thousands) 2016 2015 Change
-------- -------- --------
Rental revenue $ 662 464 198
Revenue-reimbursements 523 518 5
-------- -------- --------
Total revenue 1,185 982 203
Depreciation, depletion and
amortization 258 282 (24)
Operating expenses 314 425 (111)
Environmental remediation recovery (1,000) - (1,000)
Property taxes 1,522 1,560 (38)
Management company indirect 1,031 912 119
Corporate expense 1,258 737 521
-------- -------- --------
Cost of operations 3,383 3,916 (533)
Operating loss $ (2,198) (2,934) 736
======== ======== ========
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
Twelve months ended
September 30,
-------------------
2016 2015 Change %
-------- -------- -------- -------
Operating profit $ 16,383 12,181 4,202 34.5%
Adjustments:
Environmental remediation recovery (1,000) -
Corporate costs not allocated to
discontinued operations - 1,081
-------- -------- -------- -------
Adjusted Operating profit $ 15,383 13,262 2,121 16.0%
Net Operating Income Reconciliation
Quarter ended 9/30/16 (in thousands)
Asset Land Mining Unallocated FRP
Management Development Royalties Corporate Holdings
Segment Segment Segment Expenses Totals
---------- ---------- ---------- ---------- ----------
Income from continuing operations 1,592 (758) 1,123 - 1,957
Income Tax Allocation 1,039 (495) 734 - 1,278
---------- ---------- ---------- ---------- ----------
Inc. from continuing operations
before income taxes 2,631 (1,253) 1,857 - 3,235
Less:
Lease intangible rents 4 -
Plus:
Loss on investment land sold 1 148
Unrealized rents 139 -
Equity in loss of Joint Venture - 642
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
Year ended 9/30/16 (in thousands)
Asset Land Mining Unallocated FRP
Management Development Royalties Corporate Holdings
Segment Segment Segment Expenses Totals
---------- ---------- ---------- ---------- ----------
Income from continuing operations 6,188 1,738 4,098 - 12,024
Income Tax Allocation 4,041 1,134 2,676 - 7,851
---------- ---------- ---------- ---------- ----------
Inc. from continuing operations
before income taxes 10,229 2,872 6,774 - 19,875
Less:
Gains on investment land sold 8 6,006
Lease intangible rents 27 -
Other income - 2
Plus:
Unrealized rents 95 -
Equity in loss of Joint Venture - 938
Interest Expense 1,562 -
Depreciation/Amortization 7,689 258
Management Co. Indirect 813 1,031
Allocated Corporate Expenses 1,591 1,257
---------- ----------
Net Operating Income 21,944 348
Net Operating Income Reconciliation
Quarter Ended 9/30/15 (in thousands)
Asset Land Mining Unallocated FRP
Management Development Royalties Corporate Holdings
Segment Segment Segment Expenses Totals
---------- ---------- ---------- ---------- ----------
Income from continuing operations $ 1,643 (332) 760 - 2,071
Income Tax Allocation 1,051 (213) 485 - 1,323
---------- ---------- ---------- ---------- ----------
Inc. from continuing operations
before income taxes 2,694 (545) 1,245 - 3,394
Less:
Lease intangible rents 14 -
Equity in gain of Joint Venture - 121
Plus:
Loss on investment land sold - 14
Unrealized rents 7 -
Interest Expense 191 -
Depreciation/Amortization 1,707 72
Management Co. Indirect 191 228
Allocated Corporate Expenses 241 141
---------- ----------
Net Operating Income (loss) 5,317 (211)
Net Operating Income Reconciliation
Year ended 9/30/15 (in thousands)
Asset Land Mining Unallocated FRP
Management Development Royalties Corporate Holdings
Segment Segment Segment Expenses Totals
---------- ---------- ---------- ---------- ----------
Income from continuing operations 6,146 (1,874) 2,480 (659) 6,093
Income Tax Allocation 3,930 (1,199) 1,586 (422) 3,895
---------- ---------- ---------- ---------- ----------
Inc. from continuing operations
before income taxes 10,076 (3,073) 4,066 (1,081) 9,988
Less:
Lease intangible rents 53 -
Plus:
Loss on investment land sold - 34
Unrealized rents 110 -
Equity in loss of Joint Venture - 105
Interest Expense 1,964 -
Depreciation/Amortization 6,963 282
Management Co. Indirect 735 912
Allocated Corporate Expenses 1,248 737
---------- ----------
Net Operating Income (loss) 21,043 (1,003)
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