Form 8-K FRP HOLDINGS, INC. For: Aug 05
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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): August 5, 2015
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FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 0-17554 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, FL
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.
August 5, 2015
ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 5, 2015, FRP Holdings, Inc. (the "Company") issued a
press release announcing its earnings for the third quarter ended
Junen 30, 2015. A copy of the press
release is furnished as Exhibit 99.
The information in this report (including the exhibit) shall not
be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liability of that section, and shall not be incorporated
by reference into any registration statement or other document filed
under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such
filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99 Press Release dated August 5, 2015.
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: August 5, 2015 By: /s/ John D. Milton, Jr.
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John D. Milton, Jr.
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
99 Press Release dated August 5, 2015, 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. ANNOUNCES RESULTS FOR THE THIRD QUARTER ENDED JUNE 30, 2015.
Jacksonville, Florida; August 5, 2015 - Today, FRP Holdings, Inc. ("FRPH")
reported net income from continuing operations of $2,047,000 or $.21 per share,
an increase of $293,000 or 17%, versus $1,754,000 or $.18 per diluted share in
the third quarter last year. The Company reported net income from continuing
operations of $4,022,000 or $.41 per diluted share in the first nine months of
fiscal 2015, an increase of $185,000 or 5%, compared to net income from
continuing operations of $3,837,000 or $.40 per diluted share in the same
period last year. 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.
Third Quarter Consolidated Results of Continuing Operations. For the third
quarter of fiscal 2015, consolidated operating profit was $3,889,000, an
increase of $1,026,000 or 35.8% compared to $2,863,000 in the same quarter
last year. Total revenues for the Company were $8,497,000, up $818,000, or
11%, over the same quarter last year.
The improvement in results is mostly attributable to the addition of the
third build-to-suit building at Patriot Business Park and improved volumes
at several of our mining locations somewhat offset by increases in (i)
depreciation expense due to the addition of the third build-to-suit at
Patriot Business Park, (ii) non-reimbursed property taxes (at our Anacostia
property), and (iii) higher interest expense by $49,000 as a result of less
capitalized interest in this quarter and less debt outstanding.
Third Quarter Segment Operating Results.
Asset Management Segment:
------------------------
Total revenues in this segment were $6,509,000, up $427,000 over the same
quarter last year, and rental revenues in this segment were $5,684,000, up
$389,000 over the same quarter last year, due to an increase in square feet
occupied in this segment. Cost of operations increased $117,000 due mainly
to depreciation on the newest build-to-suit. Operating profit in this quarter
was $3,104,000, up $310,000, versus $2,794,000 in the same quarter last year,
an 11% increase. Our occupied square feet increased 149,770 square feet
(4.8%) over last year's 3rd quarter and our occupancy was up to 90.4% on
June 30 versus 89.5% last June. Rent growth for leases renewed or replaced
during the quarter showed a 5.57% increase.
Mining Royalty Lands Segment:
----------------------------
Total revenues in this segment were $1,735,000, up $340,000, due mainly to
an increase in tons mined this quarter versus the same quarter last year.
Our operating profit was $1,380,000, up $327,000 versus
the same quarter last year. We believe that volumes will continue to increase
at our locations as construction activity in Florida and Georgia improves and
the tenant at our Manassas location shifts 100% of their production to our
property for the foreseeable future.
Land Development and Construction Segment:
-----------------------------------------
Revenues were $253,000 up $51,000 from last year's 3rd quarter due to higher
real estate tax reimbursement from the ground lease at our Square 664E property
in D.C. Costs of operating this segment were $781,000 in the quarter which was
an increase of $176,000 driven primarily by higher property taxes of $119,000
due to the increase in assessed value of our future Phases 2 thru 4 at our
Anacostia property in DC and the higher use of management resources on: (i) the
preparation and initiation of construction of a new 80,000 square foot spec
building at our Hollander Business Park; (ii) to search for and select an
income producing replacement property (Section 1031 exchange) for the upcoming
sale of our Windlass Run Residential Phase 2 land; and (iii) the evaluation of
a proposed joint venture for the development and construction of a single story
office park on the remainder of our undeveloped lands in the Windlass Run
Business Park. We spent over $919,000 in this segment on capital improvements
in the 3rd quarter primarily on construction of the new spec building at our
Hollander Business Park ($650,000) and completion of the entitlements in
preparation for the sale of our Windlass Run Residential property ($90,000)
expected to close prior to our fiscal year end.
First Nine Months of Fiscal 2015 Consolidated Results of Continuing
Operations. For the first nine months of fiscal 2015, consolidated operating
profit was $8,393,000 (negatively impacted by $1,081,000 of corporate expense
not allocable to discontinued operations per GAAP rules), an increase of
1,532,000 or 22.3% compared to $6,861,000 (negatively impacted by $2,072,000
of corporate expense not allocable to discontinued operations per GAAP rules)
in the same period last year. For the nine months ended June 30, 2015, total
revenues for the Company were $25,747,000, up $2,832,000, or 12%, over the
same period last year.
The increase in revenues is mostly attributable to the addition of occupied
square footage in our Asset Management segment and improved volumes at
several of our mining locations offset by increases in (i) depreciation
expense and operating expenses due to the addition of assets to the portfolio,
(ii) non-reimbursed property taxes (at our Anacostia property), (iii) higher
interest expense ($515,000) as a result of less capitalized interest in this
period due mostly to the completion of construction activities at Patriot
Business Park, and (iv) management and corporate expense. Corporate expense
increased due to (i) an increase in one-time spin-off costs, (ii) an increase
in director compensation mainly due to the addition of a director to our Board
of Directors, and (iii) higher corporate medical claims.
First Nine Months of Fiscal 2015 Segment Operating Results.
Asset Management Segment:
------------------------
Rental revenues in this segment were $17,183,000 versus $15,441,000 in the
same period last year due mainly to an increase in square feet occupied. Cost
of operations was up $909,000 due mainly to adding additional square feet to
this segment resulting in higher depreciation. Operating profit was
$9,251,000 versus $7,986,000 in the same period last year, a 16% increase.
Mining Royalty Lands Segment:
----------------------------
Total revenues in this segment were $4,414,000 versus $3,889,000 in the same
period last year due mainly to increased volume production at most of our
locations. Operating profit was $3,320,000, up 16% over the same period last
year. We believe that mining volumes will continue to increase at our
locations as construction activity in Florida and Georgia continues to
improve, our Ft. Myer's location transitions into active mining production and
the tenant's mining operations at our Manassas location
shifts 100% onto Company owned lands.
Land Development and Construction Segment:
-----------------------------------------
Revenues were $737,000, up $133,000, from the same period last year due to
higher real estate tax reimbursement from the ground lease at our Square 664E
property in D.C. Costs of operating this segment were $2,783,000 in the period
which was an increase of $861,000 driven primarily by higher property taxes of
$348,000 due to the increase in assessed values of our 664E property and our
future Phases 2 thru 4 land at our Anacostia property, both located in DC;
higher operating expenses as we undertook work to shore up the bulkhead on the
Anacostia river at our 664E property located adjacent to the recently announced
site of the future DC United soccer stadium and the higher use of management
resources on: (i) completion of the third build to suit at Patriot Business
Park and all the horizontal improvements at Hollander Business Park and
(ii) the items previously listed in the third quarter results for the segment.
In this period we have spent over $2,000,000 capital with respect to the
projects referenced above.
Summary and Outlook. With the successful completion of the Spin-off and its
one-time costs this year of $324,000 behind us, we are focused on building
shareholder value through our real estate holdings - mainly by growing our
portfolio and converting non-income producing assets into income production.
Our revenues year to date were up a solid 12.4% over the same period in fiscal
year 2014. We envision continuing that growth in the near term through
(i) the addition of an 80,000 square foot warehouse building currently under
construction at Hollander Business Park, (ii) the acquisition of an income
producing property in a tax deferred Section 1031 exchange using the proceeds
from the $11.2M sale of our Windlass Run Phase II residential land, and
(iii) increased volumes at most of our mining locations, including the shift
to a 100% production on our lands at our Manassas location and the transition
into active mining production at our Ft. Myers location. We remain optimistic
that the acquisition and operation of the Newberry cement plant by Argos USA,
and the continued improvement in the Florida residential construction market,
will result in higher volumes at that location in the foreseeable future.
Conference Call. The Company will also host a conference call on Wednesday,
August 5, 2015 at 2:00 p.m. (EDT). Analysts, stockholders and other
interested parties may access the teleconference live by calling
1-888-276-9616 (pass code 35872) within the United States. International
callers may dial 1-334-323-7224 (pass code 35872). 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/frp080515. For the archived audio via
the internet, click on the following
link http://archive.conferenceamerica.com/archivestream/frp050715.wma.
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 70453346. Replay options: "1" begins playback, "4"
rewind 30 seconds, "5" pause, "6" fast forward 30 seconds, "0" instructions,
and "9" exits recording. There may be a 30-40 minute delay until the archive
is available following the conclusion of the conference call.
Investors are cautioned that any statements in this press release which relate
to the future are, by their nature, subject to risks and uncertainties that
could cause actual results and events to differ materially from those
indicated in such forward-looking statements. These include general economic
conditions; competitive factors; political, economic, regulatory and climatic
conditions; levels of construction activity in the Company's markets; demand
for flexible warehouse/office facilities; ability to obtain zoning and
entitlements necessary for property development; interest rates; levels of
mining activity; pricing; energy costs and technological changes. Additional
information regarding these and other risk factors and uncertainties may be
found in the Company's filings with the Securities and Exchange Commission.
FRP Holdings, Inc. (FRP) is engaged in the real estate business through its
subsidiaries FRP Development Corp. and Florida Rock Properties, Inc. FRP
acquires, constructs, leases, operates and manages land and buildings to
generate both current cash flows and long-term capital appreciation. FRP also
owns real estate which is leased under mining royalty agreements or held for
investment.
FRP HOLDINGS, INC.
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CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
2015 2014 2015 2014
---- ---- ---- ----
Revenues:
Rental revenue $ 5,784 5,418 17,531 15,809
Royalty and rents 1,714 1,371 4,349 3,819
Revenue - reimbursements 999 890 3,867 3,287
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Total Revenues 8,497 7,679 25,747 22,915
Cost of operations:
Depreciation, depletion
and amortization 1,805 1,694 5,566 4,993
Operating expenses 818 837 3,487 3,232
Property taxes 994 874 3,323 2,593
Management company indirect 434 358 1,228 1,142
Corporate expenses 557 1,053 3,750 4,094
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Total cost of operations 4,608 4,816 17,354 16,054
Total operating profit 3,889 2,863 8,393 6,861
Interest income - 1 - 2
Interest expense (459) (410) (1,524) (1,009)
Equity in loss of joint
ventures (75) (29) (255) (92)
Gain (loss) on investment
land sold - 450 (20) 528
------ ------ ------ ------
Income from continuing
operations before
income taxes 3,355 2,875 6,594 6,290
Provision for income taxes 1,308 1,121 2,572 2,453
------ ------ ------ ------
Income from continuing
operations 2,047 1,754 4,022 3,837
Gain from discontinued
transportation operations,
net of taxes - 1,731 2,179 3,692
------ ------ ------ ------
Net income $ 2,047 3,485 6,201 7,529
====== ====== ====== ======
Earnings per common share:
Income from continuing
operations-
Basic 0.21 0.18 0.41 0.40
Diluted 0.21 0.18 0.41 0.40
Discontinued operations-
Basic 0.00 0.18 0.23 0.38
Diluted 0.00 0.18 0.22 0.38
Net Income-
Basic 0.21 0.36 0.64 0.78
Diluted 0.21 0.36 0.63 0.78
Number of shares (in thousands)
used in computing:
-basic earnings per
common share 9,777 9,651 9,745 9,613
-diluted earnings per
common share 9,839 9,718 9,822 9,700
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