UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One)    

 

[X ]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2018

 

or

 

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from_________ to _________

 

 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

  32202
(Address of principal executive offices)   (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]
     
Non-accelerated filer [_]   Smaller reporting company [_]
     
Emerging growth company [_]    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [_] 

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       Outstanding at June 30, 2018  
  Common Stock, $.10 par value per share       10,046,019 shares  
1 
 

 

             

 

 

 

 

FRP HOLDINGS, INC.

FORM 10-Q

QUARTER ENDED JUNE 30, 2018

 

 

 

CONTENTS

Page No.

 

Preliminary Note Regarding Forward-Looking Statements     3
           
    Part I.  Financial Information      
           
Item 1.   Financial Statements      
    Consolidated Balance Sheets     4
    Consolidated Statements of Income     5
    Consolidated Statements of Comprehensive Income     6
    Consolidated Statements of Cash Flows     7
    Condensed Notes to Consolidated Financial Statements     8
           
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations     18
           
Item 3.   Quantitative and Qualitative Disclosures about Market Risks     32
           
Item 4.   Controls and Procedures     32
           
    Part II.  Other Information      
           
Item 1A.   Risk Factors     33
           
Item 2.   Purchase of Equity Securities by the Issuer     33
           
Item 6.   Exhibits     33
           
Signatures         34
           
Exhibit 31   Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002     36
           
Exhibit 32   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     39

 

2 
 

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; the possibility that the Sale Transaction may adversely affect our remaining business; the possibility that we may be unable to find appropriate reinvestment opportunities for the proceeds from the Sale Transaction; 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 demand for apartments in Washington D.C., 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. 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.

3 
 

PART I. FINANCIAL INFORMATION, ITEM 1. FINANCIAL STATEMENTS

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands, except share data)

 

    June 30   December 31  
Assets:   2018   2017  
Real estate investments at cost:                
Land   $ 83,709       87,235  
Buildings and improvements     146,580       147,670  
Projects under construction     2,028       1,764  
     Total investments in properties     232,317       236,669  
Less accumulated depreciation and depletion     28,446       26,755  
     Net investments in properties     203,871       209,914  
                 
Real estate held for investment, at cost     7,176       7,176  
Investments in joint ventures     22,616       13,406  
     Net real estate investments     233,663       230,496  
                 
Cash and cash equivalents     32,849       4,524  
Cash held in escrow     278,573       333  
Accounts receivable, net     648       615  
Federal and state income taxes receivable     —         2,962  
Unrealized rents     595       223  
Deferred costs     1,228       2,708  
Other assets     178       179  
Assets of discontinued operations     2,210       176,694  
Total assets   $ 549,944       418,734  
                 
Liabilities:                
Secured notes payable, current portion   —         125  
Secured notes payable, less current portion     88,720       90,029  
Accounts payable and accrued liabilities     3,072       2,081  
Environmental remediation liability     1,807       2,037  
Federal and state income taxes payable     728       —    
Deferred revenue     26       107  
Deferred income taxes     21,254       25,982  
Deferred compensation     1,455       1,457  
Tenant security deposits     47       54  
Liabilities of discontinued operations     46,456       32,280  
    Total liabilities     163,565       154,152  
                 
Commitments and contingencies (Note 8)                 
                 
Equity:                

Common stock, $.10 par value

25,000,000 shares authorized,

10,046 019 and 10,014,667 shares issued

and outstanding, respectively

    1,005       1,001  
Capital in excess of par value     57,324       55,636  
Retained earnings     308,397       186,855  
Accumulated other comprehensive income, net     38       38  
     Total shareholders’ equity     366,764       243,530  
Noncontrolling interest MRP     19,615       21,052  
     Total equity     386,379       264,582  
Total liabilities and shareholders’ equity   $ 549,944       418,734  
                   

See accompanying notes.

4 
 

 

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts)

(Unaudited)

 

    THREE MONTHS ENDED   SIX MONTHS ENDED
    JUNE 30,   JUNE 30,
    2018   2017   2018   2017
Revenues:                                
     Rental revenue   $ 3,350       750       6,497       1,507  
     Mining Royalty and rents     2,033       1,809       3,783       3,548  
     Revenue – reimbursements     170       160       348       299  
 Total Revenues     5,553       2,719       10,628       5,354  
                                 
Cost of operations:                                
     Depreciation, depletion and amortization     2,131       273       4,529       499  
     Operating expenses     1,103       207       1,968       437  
     Property taxes     611       376       1,286       737  
     Management company indirect     455       307       816       611  
     Corporate expenses (Note 4 Related Party)     1,709       566       2,388       1,893  
Total cost of operations     6,009       1,729       10,987       4,177  
                                 
Total operating profit (loss)     (456     990       (359     1,177  
                                 
Interest income     216       —         221       —    
Interest expense     (807 )     —         (1,650 )     —    
Equity in loss of joint ventures     (11 )     (806 )     (23 )     (1,577 )
                                 
Income (loss) before income taxes     (1,058     184       (1,811     (400
Provision for (benefit from)  income taxes     (179     59       (239     (172
Income (loss) from continuing operations      (879     125       (1,572      (228
                                 
Income from discontinued operations, net     120,465       1,588       122,187       3,384  
                                 
Net income     119,586       1,713       120,615       3,156  
Income (loss) attributable to noncontrolling interest     (396 )     —         (927 )     —    
Net income attributable to the Company   $ 119,982       1,713       121,542       3,156  
                                 
Earnings per common share:                                
 Income (loss) from continuing operations-                                
    Basic   $ (0.09     0.01       (0.16     (0.02
    Diluted   $ (0.09     0.01       (0.16     (0.02
 Discontinued operations-                                
    Basic   $ 12.01       0.16       12.19       0.34  
    Diluted   $ 11.92       0.16       12.10       0.34  
 Net income attributable to the Company-                                
    Basic   $ 11.96       0.17       12.13       0.32  
    Diluted   $ 11.87       0.17       12.04       0.32  
                                 
Number of shares (in thousands) used in computing:                      
    -basic earnings per common share     10,033       9,965       10,024       9,948  
    -diluted earnings per common share     10,109       10,038       10,099       10,019  
                                                       

 

 

See accompanying notes.

5 
 

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands except per share amounts)

(Unaudited)

 

    THREE MONTHS ENDED   SIX MONTHS ENDED
    JUNE 30,   JUNE 30,
    2018   2017   2018   2017
Comprehensive income   $ 119,586       1,713       120,615       3,156  
Less: comprehensive loss attributable to                                
  noncontrolling interests     (396     —         (927     —    
Comprehensive income attributable to the                                
  Company   119,982       1,713       121,542       3,156  

 

 

6 
 

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(In thousands) (Unaudited)

 

 

    2018       2017  
Cash flows from operating activities:              
 Net income $ 120,615       3,156  
 Adjustments to reconcile net income to net cash              
  provided by operating activities:              
   Depreciation, depletion and amortization   4,719       569  
   Deferred income taxes   (4,728     3,992  
   Equity in loss of joint ventures   23       1,577  
   Gain on sale of equipment   (12 )     —   
   Income from discontinued operations, net of tax   (122,187 )     (3,384 )
   Stock-based compensation   1,152       555  
   Net changes in operating assets and liabilities:              
     Accounts receivable   (33 )     (87 )
     Deferred costs and other assets   (660 )     316  
     Accounts payable and accrued liabilities   910       (303 )
     Income taxes payable and receivable   3,690       (3,813 )
     Other long-term liabilities   (239     8  
Net cash provided by operating activities of continuing operations   3,250       2,586  
Net cash provided by operating activities of discontinued operations   3,765       6,400  
Net cash provided by operating activities   7,015       8,986  
               
Cash flows from investing activities:              
 Investments in properties   (1,419 )     (1,738 )
 Investments in joint ventures   (4,671 )     (236 )
 Cash held in escrow   (278,240 )     —   
 Proceeds from the sale of assets   12       —   
Net cash used in investing activities of continuing operations   (284,318 )     (1,974 )
Net cash provided (used in) by investing activities of discontinued operations   335,996       (6,401 )
Net cash provided by (used in) investing activities   51,678       (8,375 )
               
Cash flows from financing activities:              
 Distribution to noncontrolling interest   (510 )     —   
 Decrease in bank overdrafts   —        (83 )
 Repayment of long-term debt   (1,552 )     (59 )
 Proceeds from borrowing on revolving credit facility   —        —   
 Payment on revolving credit facility   —        (707 )
 Repurchase of company stock   —        (74 )
 Exercise of employee stock options   540       2,029  
Net cash provided by financing activities of continuing operations   1,522       1,106  
Net cash used in financing activities of discontinued operations   (28,846 )     (1,717 )
Net cash used in financing activities   (30,368 )     (611 )
               
Net increase in cash and cash equivalents   28,325        —   
Cash and cash equivalents at beginning of period   4,524        —   
Cash and cash equivalents at end of the period $ 32,849        —   

 

See accompanying notes.

7 
 

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(Unaudited)

 

(1) Description of Business and Basis of Presentation.

 

FRP Holdings, Inc. is a holding company engaged in the real estate business, namely (i) mining royalty land ownership and leasing, (ii) land acquisition, entitlement and development primarily for future warehouse/office or residential building construction, (iii) ownership, leasing, and management of a residential apartment building, and (iv) warehouse/office building ownership, leasing and management.

 

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, BC FRP Realty joint venture, and RiverFront Holdings II 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.

 

On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and 3 additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. This results in disposition of all of the Company’s industrial flex/office warehouse properties and as a result, these properties have been reclassified as discontinued operations for all periods presented. The Asset Management segment will contain the remaining three office buildings on a go forward basis.

 

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 six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. 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 December 31, 2017.

 

(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.

8 
 

 

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. Lease contracts with customers constitute a vast majority of our revenues and are a specific scope exception. The new standard was adopted beginning with the first quarter of 2018 in connection with our revenues not subject to leases and did not have a material impact on our financial statements.

 

 

(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. The flex/office warehouses in the Asset Management Segment were sold and reclassified to discontinued operations leaving only three office buildings.

 

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 MidAtlantic Realty Partners (“MRP”), reached stabilization, meaning 90% of the individual apartments have been leased and are occupied by third party tenants. Upon reaching stabilization, the Company had, 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.

 

On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and 3 additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. These properties have been reclassified as discontinued operations for all periods presented.

 

Operating results and certain other financial data for the Company’s business segments are as follows (in thousands):

 

    Three Months ended   Six Months ended
    June 30,   June 30,
    2018   2017   2018   2017
Revenues:                                
 Asset management   $ 568       553       1,149       1,151  
 Mining royalty lands     2,055       1,833       3,827       3,595  
 Land development and construction     317       333       614       608  
 RiverFront on the Anacostia     2,613       —         5,038       —    
      5,553       2,719       10,628       5,354  
                                 
9 
 

 

Operating profit (loss):                                
 Before corporate expenses:                                
   Asset management   $ 258       238       507       522  
   Mining royalty lands     1,918       1,701       3,536       3,326  
   Land development and construction     (630 )     (383 )     (1,007 )     (778 )
   RiverFront on the Anacostia     (293 )     —         (1,007 )     —    
    Operating profit before corporate expenses     1,253       1,556       2,029       3,070  
 Corporate expenses:                                
  Allocated to asset management     (109 )     (27 )     (112 )     (91 )
  Allocated to mining royalty lands     (52 )     (28 )     (129 )     (94 )
  Allocated to land development and construction     (283 )     (217 )     (702 )     (725 )
  Allocated to RiverFront on the Anacostia     (95 )     —         (237 )     —    
  Unallocated     (1,170 )     (294 )     (1,208 )     (983 )
    Total corporate expenses     (1,709 )     (566 )     (2,388 )     (1,893 )
    $ (456     990       (359     1,177  
                                 
Interest expense   $ 807       —         1,650       —    
                                 
Depreciation, depletion and amortization:                                
 Asset management   $ 129       128       260       260  
 Mining royalty lands     36       35       90       74  
 Land development and construction     57       110       114       165  
 RiverFront on the Anacostia     1,909       —         4,065       —    
    $ 2,131       273       4,529       499  
Capital expenditures:                                
 Asset management   $ 6       4       167       31  
 Mining royalty lands     —         —         —         —    
 Land development and construction     1,018       482       1,310       1,707  
 RiverFront on the Anacostia     185       —        (58 )     —   
    $ 1,209       486       1,419       1,738  

 

 

      June 30,       December 31,    
Identifiable net assets   2018       2017    
                 
Asset management $ 10,594       2,960    
Discontinued operations   2,210       176,694    
Mining royalty lands   38,606       38,656    
Land development and construction   45,017       46,684    
Riverfront on the Anacostia   140,257       144,386    
Cash items   311,422       4,524    
Unallocated corporate assets   1,838       4,830    
  $ 549,944       418,734    

 

 

(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 October 1, 2017.

 

10 
 

The consolidated statements of income reflect charges and/or allocation from Patriot for these services of $370,000 and $320,000 for the three months ended June 30, 2018 and 2017 and $729,000 and $877,000 for the six months ended June 30, 2018 and 2017, 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):

 

    June 30,   December 31,
    2018   2017
5.6% to 8% mortgage notes                
  due in installments through 2027   —         29,664  
Riverfront permanent loan   $ 88,720       88,653  
      88,720       118,317  
Less portion due within one year     —         4,463  
    $ 88,720       113,854  

 

On May 21, 2018 in conjunction with the sale of the warehouse business the Companies mortgages notes were prepaid and the credit line with First Tennessee Bank, N.A. was terminated. Prepayment penalties of $3,420,000 were paid.

 

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 June 30, 2018, there was no debt outstanding on the revolver, $2,202,000 outstanding under letters of credit and $17,798,000 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 June 30, 2018, the tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $166 million combined. The Company was in compliance with all covenants as of June 30, 2018.

 

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.

 

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. The interest rate on the loan through the initial maturity date is based on the 2.35% over one month LIBOR. This loan was paid in full on November 17, 2017. Also 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 were 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

11 
 

interest monthly based on an annual rate of 4.95% for the first 5 years. Due to the mandatory redemption requirements associated with the EB5 financing arrangement, the related investment was classified as a liability on the balance sheets. EB5 was paid in full on November 17, 2017. Subsequent to the repayment of the investment return, EB5 is no longer a partner in the Dock 79.

 

On November 17, 2017, Dock 79’s construction loan and EB5 investment were refinanced by borrowing a principal sum of $90,000,000 pursuant to a Loan Agreement and Deed of Trust Note entered into with EagleBank ("Loan Documents"). The loan is secured by the Dock 79 real property and improvements, bears a fixed interest rate of 4.125% per annum and has a term of 120 months. During the first 48 months of the loan term, Dock 79 will make monthly payments of interest only, and thereafter, make monthly payments of principal and interest in equal installments based upon a 30-year amortization period. The loan is a non-recourse loan. However, all amounts due under the Loan Documents will become immediately due upon an event of default by Dock 79, such events including, without limitation, Dock 79's (i) failure to: pay, permit inspections or observe covenants under the Loan Documents, (ii) breach of representations made under the Loan Documents (iii) voluntary or involuntary bankruptcy, and (iv) dissolution, or the dissolution of the guarantor. MidAtlantic Realty Partners, LLC, an affiliate of MRP, has executed a carve-out guaranty in connection with the loan.

 

During the three months ended June 30, 2018 and June 30, 2017 the Company capitalized interest costs of $263,000 and $232,000, respectively. During the six months ended June 30, 2018 and June 30, 2017 the Company capitalized interest costs of $499,000 and $602,000, 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   Six Months ended
  June 30,   June 30,
  2018   2017   2018   2017
Weighted average common shares              
 outstanding during the period              
 - shares used for basic              
 earnings per common share   10,033       9,965       10,024       9,948  
                               
Common shares issuable under                              
 share based payment plans                              
 which are potentially dilutive   76       73       75       71  
                               
Common shares used for diluted                              
 earnings per common share   10,109       10,038       10,099       10,019  
                               
Net income attributable to the Company $ 119,982       1,713       121,542       3,156  
                               
Basic earnings per common share:                              
 Basic $ 11.96       0.17       12.13       0.32  
 Diluted $ 11.87       0.17       12.04       0.32  

 

 

For the three and six months ended June 30, 2018, no 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 six months ended June 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.

 

(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,

12 
 

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 532,217 at June 30, 2018.

 

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 32% and 43%, risk-free interest rate of .6% 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.

 

On May 21, 2018, under the 2016 Equity Incentive Plan change-in-control clause, all unvested stock options held by the Company’s named executive officers became vested and fully exercisable. Included in stock compensation expense was $402,000 for the vesting of option grants from 2016 and 2017 due to the asset disposition.

 

The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands):

    Three Months ended   Six Months ended  
    June 30,   June 30,  
    2018   2017   2018   2017  
Stock option grants   $ 428       33       469       110  
Annual director stock award     683       —         683       445  
    $ 1,111       33       1,152       555  

 

 

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, 2018   174,510     $ 28.70       6.0     $ 1,901  
    Granted   —       $ —               $ —    
    Exercised   (19,352 )   $ 27.88             $ (221 )
Outstanding at                              
  June 30, 2018   155,158     $ 28.81       5.5     $ 1,680  
Exercisable at                              
  June 30, 2018   138,693     $ 28.65       5.4     $ 1,456  
Vested during                              
  six months ended                              
  June 30, 2018   138,693                     $ 454  

 

 

13 
 

 

 

The aggregate intrinsic value of exercisable in-the-money options was $5,007,000 and the aggregate intrinsic value of outstanding in-the-money options was $5,577,000 based on the market closing price of $64.75 on June 29, 2018 less exercise prices.

 

The unrecognized compensation cost of options granted to FRP employees but not yet vested as of June 30, 2018 was $114,000, which is expected to be recognized over a weighted-average period of 2.3 years.

 

Gains of $576,000 were realized by option holders during the six months ended June 30, 2018. Patriot realized the tax benefits of $528,000 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.

 

The Company executed a letter of intent with MRP 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 any known 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.  The mining royalty lands segment has a total of four tenants currently leasing mining locations and one lessee that accounted for 14% of the Company’s consolidated revenues during the six months ended June 30, 2018 and $274,000 of accounts receivable at June 30, 2018.  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 and BB&T.  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 June 30, 2018 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 June 30, 2018 and 2017, 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 June 30, 2018, the carrying amount and fair value of such other long-term debt was $88,720,000 and $87,436,000, respectively. At December 31, 2017, the carrying amount and fair value of such other long-term debt was $118,317,000 and $122,271,000, respectively.

14 
 

(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 six months ended June 30, 2018 includes a loss of $23,000 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. On September 28, 2017 BC FRP Realty, LLC obtained $17,250,000 of construction financing commitments for 4 buildings through September 15, 2022 and $330,000 for one lot through September 15, 2018 from BB&T at 2.5% over LIBOR. The balance outstanding on these loans at June 30, 2018 was $5,869,000.

 

RiverFront Holdings II, LLC. On May 4, 2018, the Company and MRP formed a Joint Venture to develop Phase II and closed on construction financing with Eagle Bank. The Company has contributed its land with an agreed value of $16.3 million (cost basis of $4.6 million) and $4.6 million of cash. MRP contributed capital of $5.1 million to the joint venture including development costs paid prior to the formation of the joint venture and a $750,000 development fee. The loan from Eagle Bank allows draws of up to $71 million during construction at an interest rate of 3.25% over LIBOR. The loan is interest only and matures in 36 months with a 12-month extension assuming completion of construction and at least one occupancy. There is a provision for an additional 72 months extension with a 30 year amortization of principal at 2.15% over 7 year US Treasury Constant if NOI is sufficient for a 9% yield. The Company’s equity interest in the joint venture is 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.

 

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 June 30, 2018                              
Brooksville Quarry, LLC   50.00 %   7,489     14,406     (46 )   (23 )
BC FRP Realty, LLC   50.00 %   5,945     18,858     —      —   
RiverFront Holdings II, LLC   80.00 %   9,182     15,267     —      —   
   Total        $   22,616     48,531       (46 )     (23 )
                               
As of December 31, 2017                              
RiverFront Holdings I, LLC (1)   —     $ —      —           (2,019 )      (1,558 )
Brooksville Quarry, LLC   50.00 %   7,516     14,411     (80 )   (40 )
BC FRP Realty, LLC   50.00 %   5,890     15,027     —      —   
   Total        $   13,406     29,438       (2,099 )     (1,598 )
                               
                                 

 

(1)The Company consolidated this joint venture effective July 1, 2017 (see Footnote 12).
15 
 

 

 

Income statements for the RiverFront Holdings I, LLC, prior to consolidation July 1, 2017 (in thousands):

 

    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2017   2017
Revenues:                
    Rental Revenue   $ 1,742       3,053  
    Revenue – Reimbursements     18       33  
Total Revenues     1,760       3,086  
Cost of operations:                
     Depreciation and amortization     1,095       1,958  
     Operating expenses     621       1,096  
     Property taxes     240       459  
Total cost of operations     1,956       3,513  
Total operating profit     (196 )     (427 )
Interest expense     (836 )     (1,592 )
Net loss of the Partnership   $ (1,032 )     (2,019 )

 

The amount of consolidated accumulated deficit for these joint ventures was $(2,655,000) and $(2,638,000) as of June 30, 2018 and December 31, 2017 respectively.

 

(12) Consolidation of RiverFront Investment Partners I, LLC. On March 30, 2012 the Company entered into a Contribution Agreement with 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. Construction commenced in October 2014, and first occupancy was in August 2016. The Company’s equity interest in the joint venture was previously accounted for under the equity method of accounting as MRP acted as the administrative agent of the joint venture and oversaw and controlled the day to day operations of the project.

 

In July 2017, Phase I (Dock 79) reached stabilization, meaning 90% of the individual apartments had been leased and 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 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. 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.

 

 

16 
 

 

    As of July 1, 2017 (in thousands)
    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  

 

 

 

(13) Discontinued Operations.

 

On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and three additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. These properties comprised substantially all the assets of our Asset Management segment and have been reclassified as discontinued operations for all periods presented. The results of operations associated with discontinued operations for the three and six month periods ended June 30, 2018 and 2017 were as follows (in thousands):

 

    Three months ended   Six months ended
    June 30,   June 30,
    2018   2017   2018   2017
Revenues:                                
     Rental revenue   $ 3,394       5,472       9,412       10,998  
     Revenue – reimbursements     716       1,169       2,245       2,330  
 Total Revenues     4,110       6,641       11,657       13,328  
                                 
Cost of operations:                                
     Depreciation, depletion and amortization     1,217       1,929       3,102       3,762  
     Operating expenses     464       795       1,642       1,566  
     Property taxes     449       753       1,247       1,454  
     Management company indirect     812       168       990       333  
     Corporate expenses       655       —         1,402       —    
Total cost of operations     3,597       3,645       8,383       7,115  
                                 
Total operating profit     513       2,996       3,274       6,213  
                                 
Interest expense     (187 )     (371 )     (587 )     (619 )
Gain on sale of buildings     164,807       —         164,807       —    
                                 
Income before income taxes     165,133       2,625       167,494       5,594  
Provision for income taxes     44,668       1,037       45,307       2,210  
                                 
Income from discontinued operations   $ 120,465       1,588       122,187       3,384  
17 
 

 

 

The components of the balance sheet are as follows (in thousands):

 

    June 30   December 31  
Assets:   2018   2017  
Real estate investments at cost:                
Land   $ 546       40,465  
Buildings and improvements     3,315       186,657  
Projects under construction     —         6,617  
     Total investments in properties     3,861       233,739  
Less accumulated depreciation and depletion     2,331       68,049  
     Net investments in properties     1,530       165,690  
                 
Accounts receivable, net     332       405  
Unrealized rents     94       4,088  
Deferred costs     251       6,509  
Other assets     3       2  
Assets of discontinued operations   $ 2,210       176,694  
                 
Liabilities:                
Secured notes payable, current portion   —         23,825  
Secured notes payable, less current portion     —         4,338  
Accounts payable and accrued liabilities     189       2,289  
Deferred revenue     2       967  
Federal and state income taxes payable     46,228       —   
Tenant security deposits     37       861  
Liabilities of discontinued operations    $ 46,456       32,280  
                 
                   

 

 

 

 

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. is a holding company engaged in the real estate business, namely (i) mining royalty land ownership and leasing, (ii) land acquisition, entitlement and development primarily for future warehouse/office or residential building construction, (iii) ownership, leasing, and management of a residential apartment building, and (iv) warehouse/office building ownership, leasing and management.

 

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, success in leasing efforts and construction cost management.

 

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On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and three additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. These properties comprised substantially all the assets of our Asset Management segment and have been reclassified as discontinued operations for all periods presented. As of the end of the quarter, cash was $311 million, and we are currently exploring options to reinvest these proceeds into opportunities more in line with our other business segments.

 

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.

 

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).

 

 

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 strongly in the potential for future growth in construction in Florida, Georgia, and Virginia which would positively benefit our profitability in this segment.  Our mining properties had estimated remaining reserves of 540 million tons as of December 31, 2017 after a total of 6.3 million tons were consumed in fiscal 2017.

 

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.

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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 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 29 of these pads into developed buildings. 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 +/- .7 million sf. of warehouse/office buildings.

 

Summary of Our Remaining Lot Inventory: 

 

Location Acreage SF +/- Status
Lakeside, MD 15 187,500 1 lot ready for building construction.

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.
Hollander 95 Business Park, MD 33 327,900 Horizontal development completed.
Total 65.5 679,900  

 

Having sites ready for vertical construction has rewarded us in the past.  It is the main reason why we were able to convert three of our finished pads at Patriot Business Park into build-to-suit opportunities in 2012, 2013 and 2014.  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. Also in the third quarter of fiscal 2016 we started construction on a 103,448 square foot building in Patriot Business Center that was placed in service in 2017. Our final building at Patriot Business Park was under construction in 2017 and completed in the second quarter of 2018. In April 2016 we entered into a joint venture

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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 third-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. We successfully rezoned the 109 acres 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 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 and is now complete as 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 III-IV 2.5 Phase II contributed to JV and under construction.   $6,105,000
Hampstead Trade Center, MD 73 Residential conceptual design program ongoing $7,319,000
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. $8,251,000
Total 77.5   $21,675,000

 

RIVERFRONT ON THE ANACOSTIA PHASES III-IV: This property consists of 2.5 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 860,000 square feet of “mixed-use” development in three phases. See “RiverFront on the Anacostia Segment” below for discussion on Phase I. Phases II, III and IV are slated for residential, office, and hotel/residential buildings, respectively, all with permitted first floor retail uses.

RiverFront Holdings II, LLC. On May 4, 2018, the Company and MRP formed a Joint Venture to develop Phase II and closed on construction financing with Eagle Bank. The Company has contributed its land with an agreed value of $16.3 million (cost basis of $4.6 million) and $4.6 million of cash. MRP contributed capital of $5.1 million to the joint venture including development costs paid prior to the formation of the joint venture and a $750,000 development fee. The loan from Eagle Bank allows draws of up to $71 million during construction at an interest rate of 3.25% over LIBOR. The loan is interest only and matures in 36 months with a 12-month extension assuming completion of construction and at least one occupancy. There is a provision for an additional 72 months extension with a 30 year amortization of principal at 2.15% over 7 year US Treasury Constant if NOI is sufficient for a 9% yield. The Company’s equity interest in the joint venture is 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.

 

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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. We are fully engaged in the formal process of seeking PUD entitlements for this 118 acre tract.

 

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.

 

 

 

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Comparative Results of Operations for the Three months ended June 30, 2018 and 2017

 

Consolidated Results

  Three months ended        
(dollars in thousands)  June 30,        
  2018   2017   Change   %
Revenues:                              
  Rental Revenue $ 3,350     $ 750     $ 2,600       346.7 %
  Mining Royalty and rents   2,033       1,809       224       12.4 %
  Revenue-Reimbursements   170       160       10       6.3 %
 Total Revenues   5,553       2,719       2,834       104.2 %
                               
Cost of operations:                              
  Depreciation/Depletion/Amortization   2,131       273       1,858       680.6 %
  Operating Expenses   1,103       207       896       432.9 %
  Property Taxes   611       376       235       62.5 %
  Mgmt company indirect   455       307       148       48.2 %
  Corporate Expense   1,709       566       1,143       201.9 %
Total cost of operations   6,009       1,729       4,280       247.5 %
                               
Total operating profit (loss)   (456 )     990       (1,446     -146.1 %
                               
Interest Income and other   216       —         216       100.0 %
Interest Expense   (807 )     —         (807 )     100.0 %
Equity in loss of joint ventures   (11 )     (806 )     795       -98.6 %
                               
Income (loss) before income taxes   (1,058 )     184       (1,242     -675.0 %
Provision for (benefit from) income taxes   (179 )     59       (238     -403.4 %
Income (loss) from continuing operations     (879 )     125       (1,004     -803.2  %
                               
Income from discontinued operations, net   120,465       1,588       118,877       7486.0 %
                               
Net income   119,586       1,713       117,873       6881.1 %
Loss attributable to noncontrolling interest   (396 )     —         (396 )     100.0 %
Net income attributable to the Company $ 119,982     $ 1,713     $ 118,269       6904.2 %
                               

 

 

Net income for the second quarter of 2018 was $119,982,000 or $11.87 per share versus $1,713,000 or $.17 per share in the same period last year. Income from discontinued operations for the second quarter of 2018 was $120,465,000 or $11.92 per share versus $1,588,000 or $.16 per share in the same period last year. Loss from continuing operations for the quarter of $879,000 included $1,085,000 in stock compensation expense ($682,800 for the 2018 director stock grant and $402,000 for vesting of option grants from 2016 and 2017 due to the asset disposition).

 

Total revenues were $5,553,000, up 104.2%, versus the same period last year, primarily because of the addition of rental revenues from Dock 79 when its results were consolidated starting in July 2017.

 

In April, construction began on Phase II of our RiverFront on the Anacostia project, which we expect to deliver in the first or second quarter of 2020.

 

 

Asset Management Segment Results

 

 

23 
 

 

    Three months ended June 30        
(dollars in thousands)   2018   %   2017   %   Change   %
                         
Rental revenue   $ 546       96.1 %     536       96.9 %     10       1.9 %
Revenue-reimbursements     22       3.9 %     17       3.1 %     5       29.4 %
                                                 
Total revenue     568       100.0 %     553       100.0 %     15       2.7 %
                                                 
Depreciation, depletion and amortization     129       22.7 %     128       23.1 %     1       0.8 %
Operating expenses     91       16.0 %     128       23.1 %     (37     -28.9 %
Property taxes     40       7.1 %     35       6.3 %     5       14.3 %
Management company indirect     50       8.8 %     24       4.4 %     26       108.3 %
Corporate expense     109       19.2 %     27       4.9 %     82       303.7 %
                                                 
Cost of operations     419       73.8 %     342       61.8 %     77       22.5 %
                                                 
Operating profit   $ 149       26.2 %     211       38.2 %     (62     -29.4 %

 

 

Most of the Asset Management Segment was reclassified to discontinued operations leaving only three office buildings. Total revenues in this segment were $568,000, up $15,000 or 2.7%, over the same period last year. Operating profit was $149,000, down $62,000 compared to the same quarter last year due to an $82,000 increase in corporate expense allocation.

 

 

Mining Royalty Lands Segment Results

 

Highlights of the Three Months ended June 30, 2018:

 

  • Mining Royalty and rents revenue were up $224,000, or 12.4%.

 

    Three months ended June 30
(dollars in thousands)   2018   %   2017   %
                 
Mining Royalty and rents   $ 2,033       98.9 %     1,809       98.7 %
Revenue-reimbursements     22       1.1 %     24       1.3 %
                                 
Total revenue     2,055       100.0 %     1,833       100.0 %
                                 
Depreciation, depletion and amortization     36       1.8 %     35       1.9 %
Operating expenses     40       1.9 %     39       2.1 %
Property taxes     61       3.0 %     58       3.2 %
Corporate expense     52       2.5 %     28       1.5 %
                                 
Cost of operations     189       9.2 %     160       8.7 %
                                 
Operating profit   $ 1,866       90.8 %     1,673       91.3 %

 

 

Total revenues in this segment were $2,055,000 versus $1,833,000 in the same period last year. Total operating profit in this segment was $1,866,000, an increase of $193,000 versus $1,673,000 in the same period last year.

 

 

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Land Development and Construction Segment Results

 

Highlights of the Three Months ended June 30, 2018:

 

  • Construction began on Phase II of our RiverFront on the Anacostia project.

 

    Three months ended June 30  
(dollars in thousands)   2018   2017   Change  
               
Rental revenue   $ 214       214       —      
Revenue-reimbursements     103       119       (16  
                           
Total revenue     317       333       (16  
                           
Depreciation, depletion and amortization     57       110       (53  
Operating expenses     367       40       327    
Property taxes     231       283       (52 )  
Management company indirect     292       283       9    
Corporate expense     283       217       66    
                           
Cost of operations     1,230       933       297    
                           
Operating loss   $ (913 )     (600 )     (313 )  

 

 

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:

 

·We are fully engaged in the formal process of seeking PUD entitlements for our 118-acre tract in Hampstead, Maryland, now known as “Hampstead Overlook.”
·We began construction in the third quarter of last year on our joint venture with St. John Properties and expect to complete construction of the first phase of this project in the third quarter of 2018. This first phase will comprise four single-story buildings totaling 100,000 square feet of office and retail space.
·We are the financial backer of a residential development in Essexshire now known as “Hyde Park.” This project will hold 125 town homes and 4 single family lots and is currently in the entitlement process.
·This quarter, we began construction on a 94,350-square foot spec building at Hollander Business Park. This Class “A” facility will be our first building with a 32-foot clear ceiling height and should come on line in the second quarter of 2019.
·As mentioned previously, in April of this past quarter, we began construction on Phase II of our RiverFront on the Anacostia project, now known as “The Maren.” We expect to deliver the building in the first half of 2020.

 

 

 

RiverFront on the Anacostia Segment Results

 

Highlights of the Three Months ended June 30, 2018:

25 
 

 

  • 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 June 30
(dollars in thousands)   2018   %   2017   %
                 
Rental revenue   $ 2,590       99.1 %     —        —  %
Revenue-reimbursements     23       0.9 %     —        —  %
                                 
Total revenue     2,613       100.0 %     —        —  %
                                 
Depreciation and amortization     1,909       73.1 %     —        —  %
Operating expenses     605       23.1 %     —        —  %
Property taxes     279       10.7 %     —        —  %
Management company indirect     113       4.3 %     —           
Corporate expense     95       3.6 %     —        —  %
                                 
Cost of operations     3,001       114.8 %     —        —  %
                                 
Operating profit   $ (388     -14.8 %   $ —        —  %

 

 

Average occupancy for the quarter was 95.0% and at the end of the second quarter, Dock 79 was 95.1% leased and 97.4% occupied. During the second quarter, 58.0% of expiring leases renewed with an average increase in rent of 4.5%. Both figures exceeded our budgeted expectations. Dock 79 is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 66% ownership.

 

 

Comparative Results of Operations for the Six months ended June 30, 2018 and 2017

 

Consolidated Results

  Six months ended        
(dollars in thousands)  June 30,        
  2018   2017   Change   %
Revenues:                              
  Rental Revenue $ 6,497     $ 1,507     $ 4,990       331.1 %
  Mining Royalty and rents   3,783       3,548       235       6.6 %
  Revenue-Reimbursements   348       299       49       16.4 %
 Total Revenues   10,628       5,354       5,274       98.5 %
                               
Cost of operations:                              
  Depreciation/Depletion/Amortization   4,529       499       4,030       807.6 %
  Operating Expenses   1,968       437       1,531       350.3 %
  Property Taxes   1,286       737       549       74.5 %
  Mgmt company indirect   816       611       205       33.6 %
  Corporate Expense   2,388       1,893       495       26.1 %
Total cost of operations   10,987       4,177       6,810       163.0 %
                               
Total operating profit   (359 )     1,177       (1,536     -130.5 %
                               
26 
 

 

Interest Income and other   221       —         221       100.0 %
Interest Expense   (1,650 )     —         (1,650 )     100.0 %
Equity in loss of joint ventures   (23 )     (1,577 )     1,554       -98.5 %
                               
Income before income taxes   (1,811 )     (400 )     (1,411     352.8 %
Provision for income taxes   (239 )     (172     (67     39.0 %
Income from continuing operations    (1,572 )     (228     (1,344     589.5 %
                               
Income from discontinued operations, net   122,187       3,384       118,803       3510.7 %
                               
Net income   120,615       3,156       117,459       3721.8 %
Loss attributable to noncontrolling interest   (927 )     —         (927 )     100.0 %
Net income attributable to the Company $ 121,542     $ 3,156     $ 118,386       3751.1 %
                               

 

 

Net income for first half of 2018 was $121,542,000 or $12.04 per share versus $3,156,000 or $.32 per share in the same period last year. Income from discontinued operations for the second quarter of 2018 was $122,187,000 or $12.10 per share versus $3,384,000 or $.34 per share in the same period last year. Loss from continuing operations for the period of $1,572,000 included $1,085,000 in stock compensation expense ($682,800 for the 2018 director stock grant and $402,000 for vesting of option grants from 2016 and 2017 due to the asset disposition).

 

Total revenues were $10,628,000, up 98.5%, versus the same period last year, primarily because of the addition of rental revenues from Dock 79 when its results were consolidated starting in July 2017.

 

 

 

Asset Management Segment Results

 

    Six months ended June 30        
(dollars in thousands)   2018   %   2017   %   Change   %
                         
Rental revenue   $ 1,099       95.6 %     1,113       96.7 %     (14     -1.3 %
Revenue-reimbursements     50       4.4 %     38       3.3 %     12       31.6 %
                                                 
Total revenue     1,149       100.0 %     1,151       100.0 %     (2     -0.2 %
                                                 
Depreciation, depletion and amortization     260       22.6 %     260       22.6 %     —         0.0 %
Operating expenses     229       19.9 %     252       21.9 %     (23     -9.1 %
Property taxes     79       6.9 %     71       6.2 %     8       11.3 %
Management company indirect     74       6.5 %     46       4.0 %     28       60.9 %
Corporate expense     112       9.7 %     91       7.9 %     21       23.1 %
                                                 
Cost of operations     754       65.6 %     720       62.6 %     34       4.7 %
                                                 
Operating profit   $ 395       34.4 %     431       37.4 %     (36     -8.4 %

 

 

Total revenues in this segment were $1,149,000, down $2,000 or .2%, over the same period last year. Operating profit of $395,000 was down $36,000 compared to the same period last year due primarily to an increase of $21,000 in corporate expense allocation.

 

 

27 
 

Mining Royalty Lands Segment Results

 

Highlights of the Six Months ended June 30, 2018:

 

  • Mining Royalty and rents revenue were up $235,000, or 6.6%.

 

    Six months ended June 30
(dollars in thousands)   2018   %   2017   %
                 
Mining Royalty and rents   $ 3,783       98.9 %     3,548       98.7 %
Revenue-reimbursements     44       1.1 %     47       1.3 %
                                 
Total revenue     3,827       100.0 %     3,595       100.0 %
                                 
Depreciation, depletion and amortization     90       2.4 %     74       2.1 %
Operating expenses     80       2.1 %     78       2.2 %
Property taxes     121       3.2 %     117       3.2 %
Corporate expense     129       3.3 %     94       2.6 %
                                 
Cost of operations     420       11.0 %     363       10.1 %
                                 
Operating profit   $ 3,407       89.0 %     3,232       89.9 %

 

 

Total revenues in this segment were $3,827,000 versus $3,595,000 in the same period last year. Total operating profit in this segment was $3,407,000, an increase of $175,000 versus $3,232,000 in the same period last year.

 

 

Land Development and Construction Segment Results

 

Highlights of the Six Months ended June 30, 2018:

 

  • Total revenue was up $6,000, or 1%.

 

    Six months ended June 30  
(dollars in thousands)   2018   2017   Change  
               
Rental revenue   $ 395       394       1    
Revenue-reimbursements     219       214       5    
                           
Total revenue     614       608       6    
                           
Depreciation, depletion and amortization     114       165       (51  
Operating expenses     475       107       368    
Property taxes     499       549       (50 )  
Management company indirect     533       565       (32  
Corporate expense     702       725       (23  
                           
Cost of operations     2,323       2,111       212    
                           
Operating loss   $ (1,709 )     (1,503 )     (206 )  

 

28 
 

RiverFront on the Anacostia Segment Results

 

Highlights of the Six Months ended June 30, 2018:

 

  • 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.

 

    Six Months Ended June 30
(dollars in thousands)   2018   %   2017   %
                 
Rental revenue   $ 5,003       99.3 %     —        —  %
Revenue-reimbursements     35       0.7 %     —        —  %
                                 
Total revenue     5,038       100.0 %     —        —  %
                                 
Depreciation and amortization     4,065       80.7 %     —        —  %
Operating expenses     1,184       23.5 %     —        —  %
Property taxes     587       11.7 %     —        —  %
Management company indirect     209       4.1 %     —           
Corporate expense     237       4.7 %     —        —  %
                                 
Cost of operations     6,282       124.7 %     —        —  %
                                 
Operating profit   $ (1,244     -24.7 %   $ —        —  %

 

Average occupancy for the first six months was 94.7% and at the end of the second quarter, Dock 79 was 95.1% leased and 97.4% occupied. Through the first half of the year, 60.2% of expiring leases renewed with an average increase in rent of 3.6%. Both figures exceeded our budgeted expectations. Dock 79 is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 66% ownership.

 

 

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 June 30, 2018, we had no debt borrowed under our $20 million Wells Fargo revolver, $2,202,000 outstanding under letters of credit and $17,798,000 available to borrow under the revolver. In November, we secured $90 million in permanent financing for Dock 79 from EagleBank, the proceeds of which were used to pay off $79 million of construction and mezzanine debt. The remainder was distributed pari passu between the Company and our partners.

 

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):

    Six months  
    Ended June 31,  
    2018   2017  
Total cash provided by (used for):            
Operating activities $ 7,015     8,986  
Investing activities   51,678     (8,375 )
Financing activities   (30,368   (611 )
Increase in cash and cash equivalents $ 28,325     —   
             
 Outstanding debt at the beginning of the period $ 118,317     40,745  
 Outstanding debt at the end of the period $ 88,720     38,262  
29 
 

 

 

Operating Activities - Net cash provided by operating activities decreased $1,971,000 to $7,015,000 for the six months ended June 30, 2018. The total of net income plus depreciation, depletion and amortization increased $122,000 versus the same period last year. These changes are described above under “Comparative Results of Operations”. Equity in the loss of joint ventures was $23,000 in the first six months of 2018 versus $1,577,000 in the same period last year primarily as a result of expenses and depreciation during the lease up of Dock 79 last year. Income tax payable was $728,000 at June 30, 2018 compared to income tax receivable of $2,962,000 at June 30, 2017.

 

Investing Activities - For the six months ended June 30, 2018, cash provided by investing activities increased to $51,678,000 versus cash used in investing activities of $8,375,000 in the same period last year due primarily to the proceeds on the sale of the buildings offset by the cash held in escrow related to the sale.

 

Financing Activities – For the six months ended June 30, 2018, cash required by financing activities was $30,368,000 versus $611,000 in the same period last year primarily due to the payoff of mortgage loans related to the buildings sold.

 

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. As of June 30, 2018, there was no debt outstanding on the revolver and $2,202,000 outstanding under letters of credit and $17,798,000 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 June 30, 2018, the tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $166 million combined. The Company was in compliance with all covenants as of June 30, 2018.

 

On November 17, 2017, Riverfront Holdings I, LLC (the "Joint Venture") refinanced the Dock 79 project pursuant to a Loan Agreement and Deed of Trust Note entered into with EagleBank ("Loan Documents"). The Joint Venture, which was formed between FRP Holdings, Inc. (the "Company") and MRP in 2014 in connection with the development of the Riverfront on the Anacostia property, borrowed a principal sum of $90,000,000 in connection with the refinancing. The loan is secured by the Dock 79 real property and improvements, bears a fixed interest rate of 4.125% per annum and has a term of 120 months. During the first 48 months of the loan term, the Joint Venture will make monthly payments of interest only, and thereafter, make monthly payments of principal and interest in equal installments based upon a 30-year amortization period. The loan is a non-recourse loan to the Company. However, all amounts due under the Loan Documents will become immediately due upon an event of default by the Joint Venture, such events including, without limitation, Joint Venture's (i) failure to: pay, permit inspections or observe covenants under the Loan Documents, (ii) breach of representations made under the Loan Documents (iii) voluntary or involuntary bankruptcy, and (iv) dissolution, or the dissolution of the guarantor. MidAtlantic Realty Partners, LLC, an affiliate of MRP, has executed a carve-out guaranty in connection with the loan.

 

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. As of June 30, 2018, $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 2018 capital expenditures to include approximately $10,156,000 for real estate development and acquisitions, of which $3,252,000 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.

 

30 
 

Summary and Outlook. The last three months were huge for this company. Mining Royalty revenue was up the second straight quarter. Dock 79 continues to exceed our lofty expectations making us all the more excited for 2020 and the arrival of its younger sibling, “The Maren.” The development of our remaining lots commenced with the start of construction of our first 32-foot clear ceiling height building at Hollander Business Park. However, all of that is secondary in importance to the significance of the sale of our industrial real estate portfolio, which closed the book on nearly three decades of hard work and value creation by our team in Baltimore and raises the question of what comes next. The problem of what to do with the proceeds is a good one to have, but a problem nonetheless. Selling when one believes valuations are at their peak also means having to deploy the proceeds when valuations are at their peak, which obviously we are loath to do. As mentioned previously, we are currently looking for opportunities more in line with our other business segments, but that does not mean we are going to let this money “burn a hole in our pocket.” Being opportunistic means being disciplined in our approach, remaining patient rather than pressing. If that means letting the cash earn interest for a few quarters, that is what we are prepared to do. We are not going to wait forever to put this money to work, but this sale and its proceeds are too important an opportunity to waste, and as stewards of your capital, we are taking this moment very seriously.

 

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. This measure is not, and should not be viewed as, a substitute for GAAP financial measures.

 

Net Operating Income Reconciliation                      
Six months ended 06/30/18 (in thousands)                      
  Asset   Land   RiverFront   Mining   Unallocated   FRP
  Management   Development   Anacostia   Royalties   Corporate   Holdings
  Segment   Segment   Segment   Segment   Expenses   Totals
Income from continuing operations   288       (1,247 )     (2,362 )     2,469       (720 )     (1,572 )
Income Tax Allocation   107       (462 )     (532 )     915       (267 )     (239 )
Income  from continuing operations before income taxes   395       (1,709 )     (2,894 )     3,384       (987 )     (1,811 )
                                               
Less:                                              
 Unrealized rents   —         —         116       —         —         116  
 Interest income   —         —         —         —         221       221  
Plus:                                              
Unrealized rents   29       —         —         241       —         270  
Equity in loss of Joint Venture   —         —         —         23       —         23  
 Interest Expense   —         —         1,650       —         —         1,650  
 Depreciation/Amortization   260       114       4,065       90       —         4,529  
 Management Co. Indirect   74       533       209       —         —         816  
 Allocated Corporate Expenses   112       702       237       129       1,208       2,388  
                                               
Net Operating Income (loss)   870       (360 )     3,151       3,867       —         7,528  

 

 

Net Operating Income Reconciliation                      
Six months ended 06/30/17 (in thousands)                      
    Asset   Land   Mining   Unallocated   FRP  
    Management   Development   Royalties   Corporate   Holdings  
    Segment   Segment   Segment   Expenses   Totals  
Income from continuing operations     261       (1,860 )     1,952       (581 )     (228 )
Income Tax Allocation     170       (1,201 )     1,261       (402 )     (172 )
Income  from continuing operations  before income taxes     431       (3,061 )     3,213       (983 )     (400 )
                                         
Plus:                                        
Unrealized rents     46       —         221       —         267  
Equity in loss of Joint Venture     —         1,558       19       —         1,577  
 Depreciation/Amortization     260       165       74       —         499  
 Management Co. Indirect     46       565       —         —         611  
 Allocated Corporate Expenses     91       725       94       983       1,893  
                                         
Net Operating Income (loss)     874       (48 )     3,621       —         4,447  
                                                     
31 
 

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 margin for borrowings at June 30, 2018 was 1.4%. The applicable margin 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 margin at June 30, 2018 with First Tennessee Bank was 1.9%.

 

The Company did not have any variable rate debt at June 30, 2018, so a sensitivity analysis was not performed to determine the impact of hypothetical changes in interest rates on the Company’s results of operations and cash flows.

 

 

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 June 30, 2018, 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.

 

 

32 
 

PART II. OTHER INFORMATION

 

Item 1A.RISK FACTORS

 

In addition to the other information set forth in this report, 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 December 31, 2017, 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)
  April 1                                
  Through                                
  April 30     —       $ —         —       $ 4,883,000  
                                   
  May 1                                
  Through                                
  May 31     —       $ —         —       $ 4,883,000  
                                   
  June 1                                
  Through                                
  June 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 35.
   
   

 

33 
 

 

 

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:  August 8, 2018   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)
34 
 

FRP HOLDINGS, INC.

FORM 10-Q FOR THE THREE MONTHS ENDED JUNE 30, 2018

EXHIBIT INDEX

 

 

(14) Financial Code of Ethical Conduct between the Company, Chief Executive Officers and Financial Managers, adopted December 3, 2014, incorporated by reference to Exhibit 14 to the Company’s Form 10-Q filed on November 9, 2017.
(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

 

35 
 



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: August 8, 2018                                                                                            /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: August 8, 2018                                                                             /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: August 8, 2018                                                                         /s/John D. Klopfenstein

                                                                                                     Controller and Chief Accounting Officer



 

 

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:  August 8, 2018   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.



v3.10.0.1
Document and Entity Information
6 Months Ended
Jun. 30, 2018
shares
Document And Entity Information  
Entity Registrant Name FRP HOLDINGS, INC.
Entity Central Index Key 0000844059
Document Type 10-Q
Document Period End Date Jun. 30, 2018
Amendment Flag false
Current Fiscal Year End Date --12-31
Is Entity a Well-known Seasoned Issuer? No
Is Entity a Voluntary Filer? No
Is Entity's Reporting Status Current? No
Entity Filer Category Accelerated Filer
Entity Common Stock, Shares Outstanding 10,046,019
Document Fiscal Period Focus Q2
Document Fiscal Year Focus 2018


v3.10.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Assets:    
Land $ 83,709 $ 87,235
Buildings and improvements 146,580 147,670
Projects under construction 2,028 1,764
Total investments in properties 232,317 236,669
Less accumulated depreciation and depletion 28,446 26,755
Net investments in properties 203,871 209,914
Real estate held for investment, at cost 7,176 7,176
Investments in joint ventures 22,616 13,406
Net real estate investments 233,663 230,496
Cash and cash equivalents 32,849 4,524
Cash held in escrow 278,573 333
Accounts receivable, net 648 615
Federal and state income taxes receivable 0 2,962
Unrealized rents 595 223
Deferred costs 1,228 2,708
Other assets 178 179
Assets of discontinued operations 2,210 176,694
Total assets 549,944 418,734
Liabilities:    
Secured notes payable, current portion 0 125
Secured notes payable, less current portion 88,720 90,029
Accounts payable and accrued liabilities 3,072 2,081
Environmental remediation liability 1,807 2,037
Federal and state income taxes payable 728 0
Deferred revenue 26 107
Deferred income taxes 21,254 25,982
Deferred compensation 1,455 1,457
Tenant security deposits 47 54
Liabilities of discontinued operations 46,456 32,280
Total liabilities 163,565 154,152
Commitments and contingencies (Note 8)
Equity:    
Common stock, $.10 par value; 25,000,000 shares authorized, 10,046,019 and 10,014,667 shares issued and outstanding, respectively 1,005 1,001
Capital in excess of par value 57,324 55,636
Retained earnings 308,397 186,855
Accumulated other comprehensive income, net 38 38
Total shareholders' equity 366,764 243,530
Noncontrolling interest MRP 19,615 21,052
Total Equity 386,379 264,582
Total liabilities and shareholders' equity $ 549,944 $ 418,734


v3.10.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2018
Dec. 31, 2017
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 10,046,019 10,014,667


v3.10.0.1
Consolidated Statements of Income - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Revenues:        
Rental revenue $ 3,350 $ 750 $ 6,497 $ 1,507
Mining Royalty and rents 2,033 1,809 3,783 3,548
Revenue - reimbursements 170 160 348 299
Total revenues 5,553 2,719 10,628 5,354
Cost of operations:        
Depreciation, depletion and amortization 2,131 273 4,529 499
Operating expenses 1,103 207 1,968 437
Property taxes 611 376 1,286 737
Management company indirect 455 307 816 611
Corporate expenses (Note 4 Related Party) 1,709 566 2,388 1,893
Total cost of operations 6,009 1,729 10,987 4,177
Total operating profit (loss) (456) 990 (359) 1,177
Interest income 216 0 221 0
Interest expense (807) 0 (1,650) 0
Equity in loss of joint ventures (11) (806) (23) (1,577)
Income (loss) before income taxes (1,058) 184 (1,811) (400)
Provision for (benefit from) income taxes (179) 59 (239) (172)
Income (loss) from continuing operations (879) 125 (1,572) (228)
Income from discontinued operations, net 120,465 1,588 122,187 3,384
Net income 119,586 1,713 120,615 3,156
Income (loss) attributable to noncontrolling interest (396) 0 (927) 0
Net income attributable to the Company $ 119,982 $ 1,713 $ 121,542 $ 3,156
Basic earnings per common share        
Income (loss) from continuing operations $ (0.09) $ 0.01 $ (0.16) $ (0.02)
Discontinued operations 12.01 0.16 12.19 0.34
Net income attributable to the Company 11.96 0.17 12.13 0.32
Diluted earnings per common share        
Income from continuing operations (0.09) 0.01 (0.16) (0.02)
Discontinued operations 11.92 0.16 12.10 0.34
Net income attributable to the Company $ 11.87 $ 0.17 $ 12.04 $ 0.32
Number of shares (in thousands) used in computing:        
-basic earnings per common share 10,033 9,965 10,024 9,948
-diluted earnings per common share 10,109 10,038 10,099 10,019


v3.10.0.1
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Income Statement [Abstract]        
Comprehensive income $ 119,586 $ 1,713 $ 120,615 $ 3,156
Less: comprehensive loss attributable to noncontrolling interests (396) 0 (927) 0
Comprehensive income attributable to the Company $ 119,982 $ 1,713 $ 121,542 $ 3,156


v3.10.0.1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Cash flows from operating activities:    
Net income $ 120,615 $ 3,156
Adjustments to reconcile net income to net cash provided by operating activities:    
Income from discontinued operations, net (122,187) (3,384)
Depreciation, depletion and amortization 4,719 569
Deferred income taxes (4,728) 3,992
Equity in loss of joint ventures 23 1,577
Gain on sale of equipment (12) 0
Stock-based compensation 1,152 555
Net changes in operating assets and liabilities:    
Accounts receivable (33) (87)
Deferred costs and other assets (660) 316
Accounts payable and accrued liabilities 910 (303)
Income taxes payable and receivable 3,690 (3,813)
Other long-term liabilities (239) 8
Net cash provided by operating activities of continuing operations 3,250 2,586
Net cash provided by operating activities of discontinued operations 3,765 6,400
Net cash provided by operating activities 7,015 8,986
Cash flows from investing activities:    
Investments in properties (1,419) (1,738)
Investments in joint ventures (4,671) (236)
Proceeds from the sale of assets 12 0
Cash held in escrow (278,240) 0
Net cash used in investing activities of continuing operations (284,318) (1,974)
Net cash provided by (used in) investing activities of discontinued operations 335,996 (6,401)
Net cash provided by (used in) investing activities 51,678 (8,375)
Cash flows from financing activities:    
Distribution to noncontrolling interest (510) 0
Decrease in bank overdrafts 0 (83)
Repayment of long-term debt (1,552) (59)
Proceeds from borrowing on revolving credit facility 0 0
Payment on revolving credit facility 0 (707)
Repurchase of Company Stock 0 (74)
Exercise of employee stock options 540 2,029
Net cash provided by financing activities of continuing operations 1,522 1,106
Net cash used in financing activities of discontinued operations (28,846) (1,717)
Net cash used in financing activities (30,368) (611)
Net increase in cash and cash equivalents 28,325 0
Cash and cash equivalents at beginning of period 4,524 0
Cash and cash equivalents at end of the period $ 32,849 $ 0


v3.10.0.1
Description of Business and Basis of Presentation
6 Months Ended
Jun. 30, 2018
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. is a holding company engaged in the real estate business, namely (i) mining royalty land ownership and leasing, (ii) land acquisition, entitlement and development primarily for future warehouse/office or residential building construction, (iii) ownership, leasing, and management of a residential apartment building, and (iv) warehouse/office building ownership, leasing and management.

 

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, BC FRP Realty joint venture, and RiverFront Holdings II 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.

 

On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and 3 additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. This results in disposition of all of the Company’s industrial flex/office warehouse properties and as a result, these properties have been reclassified as discontinued operations for all periods presented. The Asset Management segment will contain the remaining three office buildings on a go forward basis.

 

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 six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. 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 December 31, 2017.



v3.10.0.1
Recently Issued Accounting Standards
6 Months Ended
Jun. 30, 2018
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. Lease contracts with customers constitute a vast majority of our revenues and are a specific scope exception. The new standard was adopted beginning with the first quarter of 2018 in connection with our revenues not subject to leases and did not have a material impact on our financial statements.



v3.10.0.1
Business Segments
6 Months Ended
Jun. 30, 2018
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. The flex/office warehouses in the Asset Management Segment were sold and reclassified to discontinued operations leaving only three office buildings.

 

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 MidAtlantic Realty Partners (“MRP”), reached stabilization, meaning 90% of the individual apartments have been leased and are occupied by third party tenants. Upon reaching stabilization, the Company had, 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.

 

On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and 3 additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. These properties have been reclassified as discontinued operations for all periods presented.

 

Operating results and certain other financial data for the Company’s business segments are as follows (in thousands):

 

    Three Months ended   Six Months ended
    June 30,   June 30,
    2018   2017   2018   2017
Revenues:                                
 Asset management   $ 568       553       1,149       1,151  
 Mining royalty lands     2,055       1,833       3,827       3,595  
 Land development and construction     317       333       614       608  
 RiverFront on the Anacostia     2,613       —         5,038       —    
      5,553       2,719       10,628       5,354  
                                 
Operating profit (loss):                                
 Before corporate expenses:                                
   Asset management   $ 258       238       507       522  
   Mining royalty lands     1,918       1,701       3,536       3,326  
   Land development and construction     (630 )     (383 )     (1,007 )     (778 )
   RiverFront on the Anacostia     (293 )     —         (1,007 )     —    
    Operating profit before corporate expenses     1,253       1,556       2,029       3,070  
 Corporate expenses:                                
  Allocated to asset management     (109 )     (27 )     (112 )     (91 )
  Allocated to mining royalty lands     (52 )     (28 )     (129 )     (94 )
  Allocated to land development and construction     (283 )     (217 )     (702 )     (725 )
  Allocated to RiverFront on the Anacostia     (95 )     —         (237 )     —    
  Unallocated     (1,170 )     (294 )     (1,208 )     (983 )
    Total corporate expenses     (1,709 )     (566 )     (2,388 )     (1,893 )
    $ (456     990       (359     1,177  
                                 
Interest expense   $ 807       —         1,650       —    
                                 
Depreciation, depletion and amortization:                                
 Asset management   $ 129       128       260       260  
 Mining royalty lands     36       35       90       74  
 Land development and construction     57       110       114       165  
 RiverFront on the Anacostia     1,909       —         4,065       —    
    $ 2,131       273       4,529       499  
Capital expenditures:                                
 Asset management   $ 6       4       167       31  
 Mining royalty lands     —         —         —         —    
 Land development and construction     1,018       482       1,310       1,707  
 RiverFront on the Anacostia     185       —        (58 )     —   
    $ 1,209       486       1,419       1,738  

 

 

      June 30,       December 31,    
Identifiable net assets   2018       2017    
                 
Asset management $ 10,594       2,960    
Discontinued operations   2,210       176,694    
Mining royalty lands   38,606       38,656    
Land development and construction   45,017       46,684    
Riverfront on the Anacostia   140,257       144,386    
Cash items   311,422       4,524    
Unallocated corporate assets   1,838       4,830    
  $ 549,944       418,734    



v3.10.0.1
Related Party Transactions
6 Months Ended
Jun. 30, 2018
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 October 1, 2017.

 

The consolidated statements of income reflect charges and/or allocation from Patriot for these services of $370,000 and $320,000 for the three months ended June 30, 2018 and 2017 and $729,000 and $877,000 for the six months ended June 30, 2018 and 2017, 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.



v3.10.0.1
Long-Term Debt
6 Months Ended
Jun. 30, 2018
Debt Disclosure [Abstract]  
Long-Term Debt

(5) Long-Term Debt. Long-term debt is summarized as follows (in thousands):

 

    June 30,   December 31,
    2018   2017
5.6% to 8% mortgage notes                
  due in installments through 2027   —         29,664  
Riverfront permanent loan   $ 88,720       88,653  
      88,720       118,317  
Less portion due within one year     —         4,463  
    $ 88,720       113,854  

 

On May 21, 2018 in conjunction with the sale of the warehouse business the Companies mortgages notes were prepaid and the credit line with First Tennessee Bank, N.A. was terminated. Prepayment penalties of $3,420,000 were paid.

 

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 June 30, 2018, there was no debt outstanding on the revolver, $2,202,000 outstanding under letters of credit and $17,798,000 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 June 30, 2018, the tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $166 million combined. The Company was in compliance with all covenants as of June 30, 2018.

 

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.

 

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. The interest rate on the loan through the initial maturity date is based on the 2.35% over one month LIBOR. This loan was paid in full on November 17, 2017. Also 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 were 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. Due to the mandatory redemption requirements associated with the EB5 financing arrangement, the related investment was classified as a liability on the balance sheets. EB5 was paid in full on November 17, 2017. Subsequent to the repayment of the investment return, EB5 is no longer a partner in the Dock 79.

 

On November 17, 2017, Dock 79’s construction loan and EB5 investment were refinanced by borrowing a principal sum of $90,000,000 pursuant to a Loan Agreement and Deed of Trust Note entered into with EagleBank ("Loan Documents"). The loan is secured by the Dock 79 real property and improvements, bears a fixed interest rate of 4.125% per annum and has a term of 120 months. During the first 48 months of the loan term, Dock 79 will make monthly payments of interest only, and thereafter, make monthly payments of principal and interest in equal installments based upon a 30-year amortization period. The loan is a non-recourse loan. However, all amounts due under the Loan Documents will become immediately due upon an event of default by Dock 79, such events including, without limitation, Dock 79's (i) failure to: pay, permit inspections or observe covenants under the Loan Documents, (ii) breach of representations made under the Loan Documents (iii) voluntary or involuntary bankruptcy, and (iv) dissolution, or the dissolution of the guarantor. MidAtlantic Realty Partners, LLC, an affiliate of MRP, has executed a carve-out guaranty in connection with the loan.

 

During the three months ended June 30, 2018 and June 30, 2017 the Company capitalized interest costs of $263,000 and $232,000, respectively. During the six months ended June 30, 2018 and June 30, 2017 the Company capitalized interest costs of $499,000 and $602,000, respectively.



v3.10.0.1
Earnings per Share
6 Months Ended
Jun. 30, 2018
Earnings Per Share [Abstract]  
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   Six Months ended
  June 30,   June 30,
  2018   2017   2018   2017
Weighted average common shares              
 outstanding during the period              
 - shares used for basic              
 earnings per common share   10,033       9,965       10,024       9,948  
                               
Common shares issuable under                              
 share based payment plans                              
 which are potentially dilutive   76       73       75       71  
                               
Common shares used for diluted                              
 earnings per common share   10,109       10,038       10,099       10,019  
                               
Net income attributable to the Company $ 119,982       1,713       121,542       3,156  
                               
Basic earnings per common share:                              
 Basic $ 11.96       0.17       12.13       0.32  
 Diluted $ 11.87       0.17       12.04       0.32  

 

 

For the three and six months ended June 30, 2018, no 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 six months ended June 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.



v3.10.0.1
Stock-Based Compensation Plans
6 Months Ended
Jun. 30, 2018
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 532,217 at June 30, 2018.

 

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 32% and 43%, risk-free interest rate of .6% 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.

 

On May 21, 2018, under the 2016 Equity Incentive Plan change-in-control clause, all unvested stock options held by the Company’s named executive officers became vested and fully exercisable. Included in stock compensation expense was $402,000 for the vesting of option grants from 2016 and 2017 due to the asset disposition.

 

The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands):

    Three Months ended   Six Months ended  
    June 30,   June 30,  
    2018   2017   2018   2017  
Stock option grants   $ 428       33       469       110  
Annual director stock award     683       —         683       445  
    $ 1,111       33       1,152       555  

 

 

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, 2018   174,510     $ 28.70       6.0     $ 1,901  
    Granted   —       $ —               $ —    
    Exercised   (19,352 )   $ 27.88             $ (221 )
Outstanding at                              
  June 30, 2018   155,158     $ 28.81       5.5     $ 1,680  
Exercisable at                              
  June 30, 2018   138,693     $ 28.65       5.4     $ 1,456  
Vested during                              
  six months ended                              
  June 30, 2018   138,693                     $ 454  
                                   

 

The aggregate intrinsic value of exercisable in-the-money options was $5,007,000 and the aggregate intrinsic value of outstanding in-the-money options was $5,577,000 based on the market closing price of $64.75 on June 29, 2018 less exercise prices.

 

The unrecognized compensation cost of options granted to FRP employees but not yet vested as of June 30, 2018 was $114,000, which is expected to be recognized over a weighted-average period of 2.3 years.

 

Gains of $576,000 were realized by option holders during the six months ended June 30, 2018. Patriot realized the tax benefits of $528,000 of these gains because these options were exercised by Patriot employees for options granted prior to the spin-off.



v3.10.0.1
Contingent liabilities
6 Months Ended
Jun. 30, 2018
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.

 

The Company executed a letter of intent with MRP 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 any known 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.



v3.10.0.1
Concentrations
6 Months Ended
Jun. 30, 2018
Risks and Uncertainties [Abstract]  
Concentrations

(9) Concentrations.  The mining royalty lands segment has a total of four tenants currently leasing mining locations and one lessee that accounted for 14% of the Company’s consolidated revenues during the six months ended June 30, 2018 and $274,000 of accounts receivable at June 30, 2018.  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 and BB&T.  At times, such amounts may exceed FDIC limits.



v3.10.0.1
Fair Value Measurements
6 Months Ended
Jun. 30, 2018
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 June 30, 2018 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 June 30, 2018 and 2017, 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 June 30, 2018, the carrying amount and fair value of such other long-term debt was $88,720,000 and $87,436,000, respectively. At December 31, 2017, the carrying amount and fair value of such other long-term debt was $118,317,000 and $122,271,000, respectively.



v3.10.0.1
Investment in Joint Ventures (Equity Method)
6 Months Ended
Jun. 30, 2018
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 six months ended June 30, 2018 includes a loss of $23,000 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. On September 28, 2017 BC FRP Realty, LLC obtained $17,250,000 of construction financing commitments for 4 buildings through September 15, 2022 and $330,000 for one lot through September 15, 2018 from BB&T at 2.5% over LIBOR. The balance outstanding on these loans at June 30, 2018 was $5,869,000.

 

RiverFront Holdings II, LLC. On May 4, 2018, the Company and MRP formed a Joint Venture to develop Phase II and closed on construction financing with Eagle Bank. The Company has contributed its land with an agreed value of $16.3 million (cost basis of $4.6 million) and $4.6 million of cash. MRP contributed capital of $5.1 million to the joint venture including development costs paid prior to the formation of the joint venture and a $750,000 development fee. The loan from Eagle Bank allows draws of up to $71 million during construction at an interest rate of 3.25% over LIBOR. The loan is interest only and matures in 36 months with a 12-month extension assuming completion of construction and at least one occupancy. There is a provision for an additional 72 months extension with a 30 year amortization of principal at 2.15% over 7 year US Treasury Constant if NOI is sufficient for a 9% yield. The Company’s equity interest in the joint venture is 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.

 

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 June 30, 2018                              
Brooksville Quarry, LLC   50.00 %   7,489     14,406     (46 )   (23 )
BC FRP Realty, LLC   50.00 %   5,945     18,858     —      —   
RiverFront Holdings II, LLC   80.00 %   9,182     15,267     —      —   
   Total        $   22,616     48,531       (46 )     (23 )
                               
As of December 31, 2017                              
RiverFront Holdings I, LLC (1)   —     $ —      —           (2,019 )      (1,558 )
Brooksville Quarry, LLC   50.00 %   7,516     14,411     (80 )   (40 )
BC FRP Realty, LLC   50.00 %   5,890     15,027     —      —   
   Total        $   13,406     29,438       (2,099 )     (1,598 )
                               
                                 

 

(1)The Company consolidated this joint venture effective July 1, 2017 (see Footnote 12).

 

 

Income statements for the RiverFront Holdings I, LLC, prior to consolidation July 1, 2017 (in thousands):

 

    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2017   2017
Revenues:                
    Rental Revenue   $ 1,742       3,053  
    Revenue – Reimbursements     18       33  
Total Revenues     1,760       3,086  
Cost of operations:                
     Depreciation and amortization     1,095       1,958  
     Operating expenses     621       1,096  
     Property taxes     240       459  
Total cost of operations     1,956       3,513  
Total operating profit     (196 )     (427 )
Interest expense     (836 )     (1,592 )
Net loss of the Partnership   $ (1,032 )     (2,019 )

 

The amount of consolidated accumulated deficit for these joint ventures was $(2,655,000) and $(2,638,000) as of June 30, 2018 and December 31, 2017 respectively.



v3.10.0.1
Consolidation of RiverFront Investment Partners I, LLC.
6 Months Ended
Jun. 30, 2018
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 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. Construction commenced in October 2014, and first occupancy was in August 2016. The Company’s equity interest in the joint venture was previously accounted for under the equity method of accounting as MRP acted as the administrative agent of the joint venture and oversaw and controlled the day to day operations of the project.

 

In July 2017, Phase I (Dock 79) reached stabilization, meaning 90% of the individual apartments had been leased and 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 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. 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 (in thousands)
    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  



v3.10.0.1
Discontinued Operations
6 Months Ended
Jun. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

(13) Discontinued Operations.

 

On May 21, 2018, the Company completed the disposition of 40 industrial warehouse properties and three additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. These properties comprised substantially all the assets of our Asset Management segment and have been reclassified as discontinued operations for all periods presented. The results of operations associated with discontinued operations for the three and six month periods ended June 30, 2018 and 2017 were as follows (in thousands):

 

    Three months ended   Six months ended
    June 30,   June 30,
    2018   2017   2018   2017
Revenues:                                
     Rental revenue   $ 3,394       5,472       9,412       10,998  
     Revenue – reimbursements     716       1,169       2,245       2,330  
 Total Revenues     4,110       6,641       11,657       13,328  
                                 
Cost of operations:                                
     Depreciation, depletion and amortization     1,217       1,929       3,102       3,762  
     Operating expenses     464       795       1,642       1,566  
     Property taxes     449       753       1,247       1,454  
     Management company indirect     812       168       990       333  
     Corporate expenses       655       —         1,402       —    
Total cost of operations     3,597       3,645       8,383       7,115  
                                 
Total operating profit     513       2,996       3,274       6,213  
                                 
Interest expense     (187 )     (371 )     (587 )     (619 )
Gain on sale of buildings     164,807       —         164,807       —    
                                 
Income before income taxes     165,133       2,625       167,494       5,594  
Provision for income taxes     44,668       1,037       45,307       2,210  
                                 
Income from discontinued operations   $ 120,465       1,588       122,187       3,384  
                                 

 

The components of the balance sheet are as follows (in thousands):

 

    June 30   December 31  
Assets:   2018   2017  
Real estate investments at cost:                
Land   $ 546       40,465  
Buildings and improvements     3,315       186,657  
Projects under construction     —         6,617  
     Total investments in properties     3,861       233,739  
Less accumulated depreciation and depletion     2,331       68,049  
     Net investments in properties     1,530       165,690  
                 
Accounts receivable, net     332       405  
Unrealized rents     94       4,088  
Deferred costs     251       6,509  
Other assets     3       2  
Assets of discontinued operations   $ 2,210       176,694  
                 
Liabilities:                
Secured notes payable, current portion   —         23,825  
Secured notes payable, less current portion     —         4,338  
Accounts payable and accrued liabilities     189       2,289  
Deferred revenue     2       967  
Federal and state income taxes payable     46,228       —   
Tenant security deposits     37       861  
Liabilities of discontinued operations    $ 46,456       32,280  
                 



v3.10.0.1
Business Segments (Tables)
6 Months Ended
Jun. 30, 2018
Segment Reporting [Abstract]  
Business segments (in thousands)

    Three Months ended   Six Months ended
    June 30,   June 30,
    2018   2017   2018   2017
Revenues:                                
 Asset management   $ 568       553       1,149       1,151  
 Mining royalty lands     2,055       1,833       3,827       3,595  
 Land development and construction     317       333       614       608  
 RiverFront on the Anacostia     2,613       —         5,038       —    
      5,553       2,719       10,628       5,354  
                                 
Operating profit (loss):                                
 Before corporate expenses:                                
   Asset management   $ 258       238       507       522  
   Mining royalty lands     1,918       1,701       3,536       3,326  
   Land development and construction     (630 )     (383 )     (1,007 )     (778 )
   RiverFront on the Anacostia     (293 )     —         (1,007 )     —    
    Operating profit before corporate expenses     1,253       1,556       2,029       3,070  
 Corporate expenses:                                
  Allocated to asset management     (109 )     (27 )     (112 )     (91 )
  Allocated to mining royalty lands     (52 )     (28 )     (129 )     (94 )
  Allocated to land development and construction     (283 )     (217 )     (702 )     (725 )
  Allocated to RiverFront on the Anacostia     (95 )     —         (237 )     —    
  Unallocated     (1,170 )     (294 )     (1,208 )     (983 )
    Total corporate expenses     (1,709 )     (566 )     (2,388 )     (1,893 )
    $ (456     990       (359     1,177  
                                 
Interest expense   $ 807       —         1,650       —    
                                 
Depreciation, depletion and amortization:                                
 Asset management   $ 129       128       260       260  
 Mining royalty lands     36       35       90       74  
 Land development and construction     57       110       114       165  
 RiverFront on the Anacostia     1,909       —         4,065       —    
    $ 2,131       273       4,529       499  
Capital expenditures:                                
 Asset management   $ 6       4       167       31  
 Mining royalty lands     —         —         —         —    
 Land development and construction     1,018       482       1,310       1,707  
 RiverFront on the Anacostia     185       —        (58 )     —   
    $ 1,209       486       1,419       1,738  

 

      June 30,       December 31,    
Identifiable net assets   2018       2017    
                 
Asset management $ 10,594       2,960    
Discontinued operations   2,210       176,694    
Mining royalty lands   38,606       38,656    
Land development and construction   45,017       46,684    
Riverfront on the Anacostia   140,257       144,386    
Cash items   311,422       4,524    
Unallocated corporate assets   1,838       4,830    
  $ 549,944       418,734    



v3.10.0.1
Long-Term Debt (Tables)
6 Months Ended
Jun. 30, 2018
Debt Disclosure [Abstract]  
Long-term debt (in thousands)

    June 30,   December 31,
    2018   2017
5.6% to 8% mortgage notes                
  due in installments through 2027   —         29,664  
Riverfront permanent loan   $ 88,720       88,653  
      88,720       118,317  
Less portion due within one year     —         4,463  
    $ 88,720       113,854  



v3.10.0.1
Earnings per Share (Tables)
6 Months Ended
Jun. 30, 2018
Earnings Per Share [Abstract]  
Earnings per share (in thousands, except per share amounts)

  Three Months ended   Six Months ended
  June 30,   June 30,
  2018   2017   2018   2017
Weighted average common shares              
 outstanding during the period              
 - shares used for basic              
 earnings per common share   10,033       9,965       10,024       9,948  
                               
Common shares issuable under                              
 share based payment plans                              
 which are potentially dilutive   76       73       75       71  
                               
Common shares used for diluted                              
 earnings per common share   10,109       10,038       10,099       10,019  
                               
Net income attributable to the Company $ 119,982       1,713       121,542       3,156  
                               
Basic earnings per common share:                              
 Basic $ 11.96       0.17       12.13       0.32  
 Diluted $ 11.87       0.17       12.04       0.32  



v3.10.0.1
Stock-Based Compensation Plans (Tables)
6 Months Ended
Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock Compensation Expense (in thousands

    Three Months ended   Six Months ended  
    June 30,   June 30,  
    2018   2017   2018   2017  
Stock option grants   $ 428       33       469       110  
Annual director stock award     683       —         683       445  
    $ 1,111       33       1,152       555  

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, 2018   174,510     $ 28.70       6.0     $ 1,901  
    Granted   —       $ —               $ —    
    Exercised   (19,352 )   $ 27.88             $ (221 )
Outstanding at                              
  June 30, 2018   155,158     $ 28.81       5.5     $ 1,680  
Exercisable at                              
  June 30, 2018   138,693     $ 28.65       5.4     $ 1,456  
Vested during                              
  six months ended                              
  June 30, 2018   138,693                     $ 454  



v3.10.0.1
Investment in Joint Ventures (Tables)
6 Months Ended
Jun. 30, 2018
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 June 30, 2018                              
Brooksville Quarry, LLC   50.00 %   7,489     14,406     (46 )   (23 )
BC FRP Realty, LLC   50.00 %   5,945     18,858     —      —   
RiverFront Holdings II, LLC   80.00 %   9,182     15,267     —      —   
   Total        $   22,616     48,531       (46 )     (23 )
                               
As of December 31, 2017                              
RiverFront Holdings I, LLC (1)   —     $ —      —           (2,019 )      (1,558 )
Brooksville Quarry, LLC   50.00 %   7,516     14,411     (80 )   (40 )
BC FRP Realty, LLC   50.00 %   5,890     15,027     —      —   
   Total        $   13,406     29,438       (2,099 )     (1,598 )
                               

Income statements for Riverfront Holdings I, LLC (in thousands)

    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2017   2017
Revenues:                
    Rental Revenue   $ 1,742       3,053  
    Revenue – Reimbursements     18       33  
Total Revenues     1,760       3,086  
Cost of operations:                
     Depreciation and amortization     1,095       1,958  
     Operating expenses     621       1,096  
     Property taxes     240       459  
Total cost of operations     1,956       3,513  
Total operating profit     (196 )     (427 )
Interest expense     (836 )     (1,592 )
Net loss of the Partnership   $ (1,032 )     (2,019 )



v3.10.0.1
Consolidation of RiverFront Investment Partners I, LLC. (Tables)
6 Months Ended
Jun. 30, 2018
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  


v3.10.0.1
Discontinued Operations (Tables)
6 Months Ended
Jun. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued operations results of operations
    Three months ended   Six months ended
    June 30,   June 30,
    2018   2017   2018   2017
Revenues:                                
     Rental revenue   $ 3,394       5,472       9,412       10,998  
     Revenue – reimbursements     716       1,169       2,245       2,330  
 Total Revenues     4,110       6,641       11,657       13,328  
                                 
Cost of operations:                                
     Depreciation, depletion and amortization     1,217       1,929       3,102       3,762  
     Operating expenses     464       795       1,642       1,566  
     Property taxes     449       753       1,247       1,454  
     Management company indirect     812       168       990       333  
     Corporate expenses       655       —         1,402       —    
Total cost of operations     3,597       3,645       8,383       7,115  
                                 
Total operating profit     513       2,996       3,274       6,213  
                                 
Interest expense     (187 )     (371 )     (587 )     (619 )
Gain on sale of buildings     164,807       —         164,807       —    
                                 
Income before income taxes     165,133       2,625       167,494       5,594  
Provision for income taxes     44,668       1,037       45,307       2,210  
                                 
Income from discontinued operations   $ 120,465       1,588       122,187       3,384  
                                 
Discontinued operations balance sheet components
    June 30   December 31  
Assets:   2018   2017  
Real estate investments at cost:                
Land   $ 546       40,465  
Buildings and improvements     3,315       186,657  
Projects under construction     —         6,617  
     Total investments in properties     3,861       233,739  
Less accumulated depreciation and depletion     2,331       68,049  
     Net investments in properties     1,530       165,690  
                 
Accounts receivable, net     332       405  
Unrealized rents     94       4,088  
Deferred costs     251       6,509  
Other assets     3       2  
Assets of discontinued operations   $ 2,210       176,694  
                 
Liabilities:                
Secured notes payable, current portion   —         23,825  
Secured notes payable, less current portion     —         4,338  
Accounts payable and accrued liabilities     189       2,289  
Deferred revenue     2       967  
Federal and state income taxes payable     46,228       —   
Tenant security deposits     37       861  
Liabilities of discontinued operations    $ 46,456       32,280  
                 


v3.10.0.1
Business Segments - Business segments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Segment Reporting Information [Line Items]          
Revenues $ 5,553 $ 2,719 $ 10,628 $ 5,354  
Operating profit (456) 990 (359) 1,177  
Interest expense 807 0 1,650 0  
Depreciation, depletion and amortization 2,131 273 4,529 499  
Cash items 311,422   311,422   $ 4,524
Total identifiable net assets 549,944   549,944   418,734
Unallocated          
Segment Reporting Information [Line Items]          
Corporate expenses (1,170) (294) (1,208) (983)  
Discontinued Operations, Disposed of by Sale [Member]          
Segment Reporting Information [Line Items]          
Revenues 4,110 6,641 11,657 13,328  
Operating profit 513 2,996 3,274 6,213  
Interest expense 187 371 587 619  
Depreciation, depletion and amortization 1,217 1,929 3,102 3,762  
Total identifiable net assets 2,210   2,210   176,694
Asset Management          
Segment Reporting Information [Line Items]          
Revenues 568 553 1,149 1,151  
Operating profit (loss) before corporate expenses 258 238 507 522  
Corporate expenses (109) (27) (112) (91)  
Capital expenditures 6 4 167 31  
Depreciation, depletion and amortization 129 128 260 260  
Total identifiable net assets 10,594   10,594   2,960
Mining royalty lands          
Segment Reporting Information [Line Items]          
Revenues 2,055 1,833 3,827 3,595  
Operating profit (loss) before corporate expenses 1,918 1,701 3,536 3,326  
Corporate expenses (52) (28) (129) (94)  
Capital expenditures 0 0 0 0  
Depreciation, depletion and amortization 36 35 90 74  
Total identifiable net assets 38,606   38,606   38,656
Land Development and Construction          
Segment Reporting Information [Line Items]          
Revenues 317 333 614 608  
Operating profit (loss) before corporate expenses (630) (383) (1,007) (778)  
Corporate expenses (283) (217) (702) (725)  
Capital expenditures 1,018 482 1,310 1,707  
Depreciation, depletion and amortization 57 110 114 165  
Total identifiable net assets 45,017   45,017   46,684
RiverFront on the Anacostia          
Segment Reporting Information [Line Items]          
Revenues 2,613 0 5,038 0  
Operating profit (loss) before corporate expenses (293) 0 (1,007) 0  
Corporate expenses (95) 0 (237) 0  
Capital expenditures 185 0 (58) 0  
Depreciation, depletion and amortization 1,909 0 4,065 0  
Total identifiable net assets 140,257 151,837 140,257 151,837 $ 144,386
Corporate          
Segment Reporting Information [Line Items]          
Total identifiable net assets 1,838 4,830 1,838 4,830  
Total Segments          
Segment Reporting Information [Line Items]          
Revenues 5,553 2,719 10,628 5,354  
Operating profit (loss) before corporate expenses 1,253 1,556 2,029 3,070  
Operating profit (456) 990 (359) 1,177  
Corporate expenses (1,709) (566) (2,388) (1,893)  
Interest expense 807 0 1,650 0  
Capital expenditures 1,209 486 1,419 1,738  
Depreciation, depletion and amortization $ 2,131 $ 273 $ 4,529 $ 499  


v3.10.0.1
Long-term debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Debt Disclosure [Abstract]    
5.6% to 8% mortgage notes due in installments through 2027 $ 0 $ 29,664
Riverfront permanent loan 88,720 88,653
Total debt 88,720 118,317
Less portion due within one year 0 4,463
Long-term debt $ 88,720 $ 113,854


v3.10.0.1
Earnings per share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Earnings Per Share, Basic and Diluted [Abstract]        
Weighted average common shares outstanding during the period - shares used for basic earnings per common share 10,033 9,965 10,024 9,948
Common shares issuable under share based payment plans which are potentially dilutive 76 73 75 71
Common shares used for diluted earnings per common share 10,109 10,038 10,099 10,019
Net income attributable to the Company $ 119,982 $ 1,713 $ 121,542 $ 3,156
Earnings per common share:        
Basic $ 11.96 $ 0.17 $ 12.13 $ 0.32
Diluted $ 11.87 $ 0.17 $ 12.04 $ 0.32


v3.10.0.1
Summary of Stock Activity (Details)
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2018
USD ($)
Years
$ / shares
shares
Dec. 31, 2017
USD ($)
Years
$ / shares
shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]    
Options outstanding | shares 155,158 174,510
Options granted | shares 0  
Options exercised | shares (19,352)  
Options outstanding weighted average exercise price | $ / shares $ 28.81 $ 28.70
Options outstanding weighted average exercise price - Granted | $ / shares 27.88  
Options outstanding weighted average exercise price - Exercised | $ / shares $ 0  
Options outstanding weighted average remaining term | Years 5.5 6.0
Options outstanding weighted average grant date fair value | $ $ 1,680 $ 1,901
Options granted weighted average grant date fair value | $ 0  
Options exercised weighted average grant date fair value | $ $ (221)  
Options exercisable at June 30, 2018 | shares 138,693  
Options exerciseable weighted average exercise price | $ / shares $ 28.65  
Options exerciseable weighted average remaining term | Years 5.4  
Options vested weighted average grant date fair value | $ $ 454  
Options vested during six months ended June 30, 2018 | shares 138,693  
Options exercisable weighted average grant date fair value | $ $ 1,456  


v3.10.0.1
Stock Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]        
Stock option grants $ 428 $ 33 $ 469 $ 110
Annual director stock award 683 0 683 445
Stock based compensation expense $ 1,111 $ 33 $ 1,152 $ 555


v3.10.0.1
Investments in Joint Ventures (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Jun. 30, 2016
Jun. 30, 2013
Oct. 04, 2006
Company's share of Net Loss of the Partnership $ (11) $ (806) $ (23) $ (1,577)        
Revenue - Reimbursements 170 160 348 299        
Total revenues 5,553 2,719 10,628 5,354        
Operating expenses 1,103 207 1,968 437        
Property taxes 611 376 1,286 737        
Total cost of operations 6,009 1,729 10,987 4,177        
Total operating profit (456) 990 (359) 1,177        
Interest expense $ (807) 0 $ (1,650) 0        
Brooksville Quarry, LLC                
Ownership percent 50.00%   50.00%   50.00%     50.00%
Total Investment $ 7,489   $ 7,489   $ 7,516      
Total Assets of the Partnership $ 14,406   14,406   14,411      
Net Loss of the Partnership     (46)   (80)      
Company's share of Net Loss of the Partnership     $ (23)   $ (40)      
BC FRP Realty, LLC                
Ownership percent 50.00%   50.00%   50.00% 50.00%    
Total Investment $ 5,945   $ 5,945   $ 5,890      
Total Assets of the Partnership $ 18,858   18,858   15,027      
Net Loss of the Partnership     0   0      
Company's share of Net Loss of the Partnership     $ 0   $ 0      
RiverFront Holdings II, LLC                
Ownership percent 80.00%   80.00%          
Total Investment $ 9,182   $ 9,182          
Total Assets of the Partnership 15,267   15,267          
Net Loss of the Partnership     0          
Company's share of Net Loss of the Partnership     0          
Riverfront Holdings I, LLC                
Ownership percent         0.00%   77.14%  
Total Investment   8,583   8,583 $ 0      
Total Assets of the Partnership         0      
Net Loss of the Partnership         (2,019)      
Company's share of Net Loss of the Partnership         (1,558)      
Rental revenue   1,742   3,053        
Revenue - Reimbursements   18   33        
Total revenues   1,760   3,086        
Depreciation and amortization   1,095   1,958        
Operating expenses   621   1,096        
Property taxes   240   459        
Total cost of operations   1,956   3,513        
Total operating profit   (196)   (427)        
Interest expense   (836)   (1,592)        
Net loss of the Partnership   $ (1,032)   $ (2,019)        
Joint Ventures                
Total Investment 22,616   22,616   13,406      
Total Assets of the Partnership $ 48,531   48,531   29,438      
Net Loss of the Partnership     (46)   (2,099)      
Company's share of Net Loss of the Partnership     $ (23)   $ (1,598)      


v3.10.0.1
Consolidation of RiverFront Investment Partners I, LLC. - RiverFront remeasurement balance sheet (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Jun. 30, 2017
Dec. 31, 2016
Land $ 83,709 $ 87,235    
Cash 32,849 4,524 $ 0 $ 0
Cash held in escrow 278,573 333    
Accounts receivable 648 615    
Total Assets 549,944 418,734    
Long-term Debt 0 29,664    
Total Liabilities and Capital 549,944 418,734    
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 $ 140,257 144,386 151,837  
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   $ 0 8,583  
Equity - MRP     4,418  
Total Liabilities and Capital     $ 91,641  


v3.10.0.1
Discontinued Operations - Discontinued operations results of operations (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Rental revenue $ 3,350 $ 750 $ 6,497 $ 1,507
Revenue reimbursements 170 160 348 299
Total Revenues 5,553 2,719 10,628 5,354
Depreciation, depletion and amortization 2,131 273 4,529 499
Operating expenses 1,103 207 1,968 437
Property taxes 611 376 1,286 737
Management company indirect 455 307 816 611
Corporate expenses 1,709 566 2,388 1,893
Total cost of operations 6,009 1,729 10,987 4,177
Total operating profit (456) 990 (359) 1,177
Interest expense (807) 0 (1,650) 0
Income before income taxes (1,058) 184 (1,811) (400)
Provision for income taxes (179) 59 (239) (172)
Income from discontinued operations 120,465 1,588 122,187 3,384
Discontinued Operations, Disposed of by Sale [Member]        
Rental revenue 3,394 5,472 9,412 10,998
Revenue reimbursements 716 1,169 2,245 2,330
Total Revenues 4,110 6,641 11,657 13,328
Depreciation, depletion and amortization 1,217 1,929 3,102 3,762
Operating expenses 464 795 1,642 1,566
Property taxes 449 753 1,247 1,454
Management company indirect 812 168 990 333
Corporate expenses 655 0 1,402 0
Total cost of operations 3,597 3,645 8,383 7,115
Total operating profit 513 2,996 3,274 6,213
Interest expense (187) (371) (587) (619)
Gain on sale of buildings 164,807 0 164,807 0
Income before income taxes 165,133 2,625 167,494 5,594
Provision for income taxes 44,668 1,037 45,307 2,210
Income from discontinued operations $ 120,465 $ 1,588 $ 122,187 $ 3,384


v3.10.0.1
Discontinued Operations - Discontinued operations balance sheet components (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Land $ 83,709 $ 87,235
Buildings and improvements 146,580 147,670
Projects under construction 2,028 1,764
Total investments in properties 232,317 236,669
Less accumulated depreciation and depletion 28,446 26,755
Net investments in properties 203,871 209,914
Accounts receivable, net 648 615
Unrealized rents 595 223
Deferred costs 1,228 2,708
Other assets 178 179
Assets of discontinued operations 2,210 176,694
Secured notes payable, current portion 0 125
Secured notes payable, less current portion 88,720 90,029
Accounts payable and accrued liabilities 3,072 2,081
Deferred revenue 26 107
Federal and state income taxes payable 728 0
Tenant security deposits 47 54
Liabilities of discontinued operations 46,456 32,280
Discontinued Operations, Disposed of by Sale [Member]    
Land 546 40,465
Buildings and improvements 3,315 186,657
Projects under construction 0 6,617
Total investments in properties 3,861 233,739
Less accumulated depreciation and depletion 2,331 68,049
Net investments in properties 1,530 165,690
Accounts receivable, net 332 405
Unrealized rents 94 4,088
Deferred costs 251 6,509
Other assets 3 2
Assets of discontinued operations 2,210 176,694
Secured notes payable, current portion 0 23,825
Secured notes payable, less current portion 0 4,338
Accounts payable and accrued liabilities 189 2,289
Deferred revenue 2 967
Federal and state income taxes payable 46,228 0
Tenant security deposits 37 861
Liabilities of discontinued operations $ 46,456 $ 32,280


v3.10.0.1
Description of Business and Basis of Presentation (Details Narrative)
$ in Thousands
3 Months Ended
Jun. 30, 2018
USD ($)
integer
May 21, 2018
integer
Warehouse properties 3  
Discontinued Operations, Disposed of by Sale [Member]    
Warehouse properties   40
Land parcels   3
Sales price | $ $ 347,200  
Excluded [Member]    
Warehouse properties 1  
Property value | $ $ 11,700  


v3.10.0.1
Business Segments (Details Narrative)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
USD ($)
a
integer
Jun. 30, 2018
USD ($)
a
Segments
integer
May 21, 2018
integer
Jun. 30, 2017
ft²
Reportable business segments | Segments   4    
Warehouse properties 3 3    
Discontinued Operations, Disposed of by Sale [Member]        
Warehouse properties     40  
Land parcels     3  
Sales price | $ $ 347,200      
Excluded [Member]        
Warehouse properties 1 1    
Property value | $ $ 11,700 $ 11,700    
Mining royalty lands        
Mining royalty lands acres | a 15,000 15,000    
Brooksville Quarry, LLC        
Mining royalty lands acres | a 4,280 4,280    
RiverFront on the Anacostia        
Square feet | ft²       300,000
Stabilization percent leased and occupied       90.00%


v3.10.0.1
Related Party Transactions (Details Narrative) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Related Party Transactions [Abstract]        
Charges/allocation related to Transition Services Agreement with Patriot $ 370 $ 320 $ 729 $ 877


v3.10.0.1
Long-Term Debt (Details Narrative) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
Dec. 31, 2017
Jun. 30, 2017
Mar. 30, 2015
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Nov. 17, 2017
Jan. 30, 2015
Aug. 07, 2014
Mortgage interest description             5.6% to 8% mortgage notes due in installments through 2027      
Capitalized interest $ 263   $ 232   $ 499 $ 602        
Prepayment penalty         3,420          
Riverfront permanent loan 88,720 $ 88,653     $ 88,720   $ 88,653      
Dock 79 Construction loan                    
RiverFront construction loan                   $ 65,000
Interest rate                   2.35%
Dock 79 EB5 Financing                    
RiverFront EB5 secondary financing                   $ 17,000
Interest rate                   4.95%
Dock 79 EagleBank                    
Term   120 months                
Riverfront permanent loan               $ 90,000    
Interest rate               4.125%    
Payment terms   During the first 48 months of the loan term, the Joint Venture will make monthly payments of interest only, and thereafter, make monthly payments of principal and interest in equal installments based upon a 30-year amortization period.                
Wells Fargo Bank, N.A.                    
Term       5 years            
Revolving Credit Agreement                 $ 20,000  
Sublimit for standby letters of credit                 $ 10,000  
Commitment fee         0.15%          
Letters of credit issued 2,202       $ 2,202          
Borrowed under the revolver 0       0          
Available for borrowing 17,798       17,798          
Tangible net worth covenant 110,000       110,000          
Available to pay dividends or repurchase stock $ 166,000       $ 166,000          
Interest rate over LIBOR         1.40%          
Covenant compliance         all          


v3.10.0.1
Earnings per Share (Details Narrative) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Earnings Per Share [Abstract]        
Anti-dilutive shares 0 13,610 0 22,422


v3.10.0.1
Stock-Based Compensation Plans (Details Narrative)
$ / shares in Units, $ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2018
USD ($)
Years
shares
Dec. 31, 2017
USD ($)
Jun. 29, 2018
$ / shares
Number of stock option plans 2    
Options expire from date of grant 10 years    
Exercisable installments Immediate or 20% or 25%    
Shares available for future issuance | shares 532,217    
Aggregate intrinsic value of exercisable in-the-money options $ 5,007    
Aggregate intrinsic value of outstanding in-the-money options 5,577    
Market close price | $ / shares     $ 64.75
Total unrecognized compensation cost of options granted but not yet vested $ 114    
Weighted average period for compensation to be recognized | Years 2.3    
Gains realized by option holders $ 576    
Expected minimum volatility 32.00%    
Expected maximum volatility 43.00%    
Risk-free interest rate minimum 0.60%    
Risk-free interest rate maximum 4.20%    
Expected life minimum | Years 3    
Expecited life maximum | Years 7    
Dividend yield 0.00%    
Modification stock compensation expense   $ 41  
Stock compensation expense for the vesting of option grants due to asset disposition $ 402    
Patriot Transportation      
Gains realized by option holders $ 528    
Modification stock compensation expense   $ 150  


v3.10.0.1
Contingent Liabilities (Details Narrative)
$ in Thousands
3 Months Ended
Jun. 30, 2016
USD ($)
Contingent Liabilities  
Environmental remediation expense $ 2,000


v3.10.0.1
Concentrations (Details Narrative)
$ in Thousands
6 Months Ended
Jun. 30, 2018
USD ($)
integer
Tenants leasing mining locations | integer 4
Mining Top Customer  
Customer revenue concentration 14.00%
Accounts receivable concentration | $ $ 274


v3.10.0.1
Fair Value Measurements (Details Narrative) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Carrying amount of other long-term debt $ 88,720 $ 118,317
Fair value of other long-term debt 87,436 $ 122,271
Fair Value, Measurements, Recurring [Member]    
Assets measured at fair value 0  
Liabilities measured at fair value 0  
Fair Value, Measurements, NonRecurring [Member]    
Assets measured at fair value 0  
Liabilities measured at fair value $ 0  


v3.10.0.1
Investments in Joint Ventures (Details Narrative)
$ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
May 31, 2016
USD ($)
Jun. 30, 2018
USD ($)
Jun. 30, 2017
USD ($)
Dec. 31, 2006
USD ($)
Jun. 30, 2018
USD ($)
Jun. 30, 2017
USD ($)
Jun. 30, 2016
USD ($)
a
ft²
Dec. 31, 2017
USD ($)
May 04, 2018
Sep. 28, 2017
USD ($)
Oct. 04, 2006
a
Company's share of the loss of the joint venture   $ 11 $ 806   $ 23 $ 1,577          
Joint Venture consolidated retained earnings   (2,655)     (2,655)     $ (2,638)      
Outstanding balance   $ 0     0     $ 29,664      
Cash contribution         $ 4,671 $ 236          
Construction loan description               5.6% to 8% mortgage notes due in installments through 2027      
Eagle BankRiverFront Holdings II, OOC                      
Interest rate over LIBOR         3.25%            
Construction loan description        

.  The loan from Eagle Bank allows draws of up to $71 million during construction at an interest rate of 3.25% over libor. The loan is interest only and matures in 36 months with a 12 month extension assuming completion of construction and at least one occupancy.  There is a provision for an additional 72 months extension with a 30 year amortization of principal at 2.15% over 7 year US Treasury Constant if NOI is sufficient for a 9% yield.

           
Vulcan                      
Joint venture percentage stake                     50.00%
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        
Joint venture percentage stake             50.00%        
Acres conributed | a             10        
MRP                      
Joint venture percentage stake                 510000.00%    
Development fee         $ 750            
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         $ 23     $ 40      
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% 50.00%      
Distribution received $ 2,130                    
Acres conributed | a             25        
Company's share of the loss of the joint venture         $ 0     $ 0      
Construction financing through September 15, 2022                   $ 17,250  
Construction financing through September 15, 2018                   $ 330  
Interest rate over LIBOR         2.50%            
Outstanding balance   $ 5,869     $ 5,869            
RiverFront Holdings II, LLC                      
Value of land contributed         $ 16,300            
Joint venture percentage stake   80.00%     80.00%            
Book value of land contribution         $ 4,600            
Company's share of the loss of the joint venture         0            
Cash contribution         $ 4,600            


v3.10.0.1
Consolidation of RiverFront Investment Partners I, LLC. (Details Narrative)
$ in Thousands
1 Months Ended 12 Months Ended
Jun. 30, 2013
USD ($)
Dec. 31, 2017
USD ($)
May 04, 2018
Jun. 30, 2017
ft²
Mar. 30, 2012
a
ft²
Gain on remeasurement of investment of real estate partnership   $ 60,196      
Noncontrolling Interest          
Gain on remeasurement of investment of real estate partnership   $ 20,469      
MRP          
Joint venture percentage stake     510000.00%    
Capital contribution $ 5,553        
Riverfront Holdings I, LLC          
Square feet | ft²         300,000
Retail square feet | ft²         18,000
Area of land to develop | a         2
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% 0.00%      
RiverFront on the Anacostia          
Square feet | ft²       300,000  
Joint venture percentage stake       66.00%  
Stabilization percent leased and occupied       90.00%  


v3.10.0.1
Discontinued Operations (Details Narrative)
$ in Thousands
3 Months Ended
Jun. 30, 2018
USD ($)
integer
May 21, 2018
integer
Warehouse properties 3  
Discontinued Operations, Disposed of by Sale [Member]    
Warehouse properties   40
Land parcels   3
Sales price | $ $ 347,200  
Excluded [Member]    
Warehouse properties 1  
Property value | $ $ 11,700  


This regulatory filing also includes additional resources:
frphjunq18.pdf
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