8-K
Frp Holdings, Inc. (FRPH)
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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November7, 2022
FRP HOLDINGS,
INC.
(Exact name of registrant as specified in its charter)
| florida<br><br> <br>(State or other jurisdiction of incorporation) | 001-36769<br><br> <br>(Commission File<br> Number) | 47-2449198<br><br> <br>(IRS Employer<br> Identification No.) |
|---|---|---|
| 200 W. FORSYTH STREET, 7TH FLOOR<br><br> <br>JACKSONVILLE, FLORIDA<br><br> <br>(Address of principal executive offices) | 32202<br><br> <br>(Zip Code) | |
| --- | --- |
(904) 858-9100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | FRPH | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 7, 2022, FRP Holdings, Inc. issued a press release announcing results of operations for the third quarter ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1.
The information in this report (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 FRP Holdings, Inc. Press Release dated November 7, 2022
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FRP HOLDINGS, INC. | ||
|---|---|---|
| Registrant | ||
| Date: November 9, 2022 | By: | /s/John D. Baker III |
| John D. Baker III | ||
| Chief Financial Officer |
FRP
HOLDINGS, INC./NEWS
Contact: John D. Baker III
Chief Financial Officer 904/858-9100
FRP HOLDINGS, INC. (NASDAQ: FRPH) ANNOUNCESRESULTS FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2022
FRP Holdings, Inc. (NASDAQ-FRPH) Jacksonville, Florida; November 7, 2022 –
Third Quarter Operational Highlights
| · | 41.6% increase in Pro-rata NOI<br>($6.24 million vs $4.41 million) over third quarter 2021 |
|---|---|
| · | 6.09% increase on renewals at<br>Dock 79 |
| --- | --- |
| · | 8.06% increase on renewals at<br>The Maren |
| --- | --- |
| · | 9.85% increase in mining royalty<br>revenue over third quarter 2021 |
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| · | 51.1% increase in Asset Management<br>Revenue versus same period last year |
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| · | Riverside achieved stabilization<br>this quarter and is now part of our Stabilized JV segment. At quarter end the JV was 95% leased and 92% occupied. |
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| · | Lease-up now underway at The<br>Verge |
| --- | --- |
Third Quarter Consolidated Resultsof Operations
Net income for the third quarter of 2022 was $480,000 or $.05 per share versus $352,000 or $.04 per share in the same period last year. The third quarter of 2022 was impacted by the following items:
| · | The quarter includes $72,000<br>amortization expense compared to $1,373,000 in the same quarter last year of the $4,750,000 fair value of The Maren’s leases-in-place<br>established when we booked this asset as part of the gain on remeasurement upon consolidation of this Joint Venture. |
|---|---|
| · | Net investment income increased<br>$245,000 due to a $42,000 increase in preferred interest from our joint ventures and a $338,000 increase for interest earned on cash equivalents,<br>mitigated by a $135,000 decrease in interest from our lending ventures. |
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| · | Interest expense increased $324,000<br>compared to the same quarter last year due to capitalizing less interest due to the lower amount of in-house and joint venture projects<br>under development. |
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| · | Equity in loss of Joint Ventures<br>increased $634,000 primarily due to increased depreciation and amortization at our joint ventures due to buildings placed in service. |
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| · | Professional fees increased<br>$232,000 over the same period last year. |
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Third Quarter Segment OperatingResults
Asset Management Segment:
| 1 |
| --- |
Total revenues in this segment were $935,000, up $316,000 or 51.1%, over the same period last year. Operating profit was $265,000, up $276,000 from an operating loss of $(11,000) in the same quarter last year. Operating profit is up primarily because Cranberry Run is now 100% leased and occupied compared to 96.6% leased and 68.6% occupied at the end of the same quarter last year. Revenues are up because of Cranberry Run as well as the addition of our two most recent spec buildings at Hollander Business Park which were under construction during the same period last year.
Mining Royalty Lands Segment:
Total revenues in this segment were $2,471,000 versus $2,249,000 in the same period last year. Total operating profit in this segment was $2,000,000, an increase of $32,000 versus $1,968,000 in the same period last year. This increase is primarily the result of the additional royalties from the acquisition in Astatula, FL which we completed at the beginning of the second quarter offset by a prior year adjustment made in the current year for Newberry and a Manassas annual volumetric adjustment. Royalties were negatively impacted by a $300,000 adjustment from overpayment on royalties between 2019-2021 for the property in Newberry, FL leased by Argos for the manufacture of cement products.
Development Segment:
With respect to ongoing projects:
| · | We are the principal capital<br>source of a residential development venture in Prince George’s County, Maryland known as “Amber Ridge.” Of the $18.5<br>million in committed capital to the project, $16.9 million in principal draws have taken place through quarter end. Through the end of<br>the first nine months of 2022, 124 of the 187 units have been sold, and we have received $15.5 million in preferred interest and principal<br>to date. |
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| · | Bryant Street is a mixed-use<br>joint venture between the Company and MRP in Washington, DC consisting of four buildings, The Coda, The Chase 1A, The Chase 1B, and one<br>commercial building 90% leased to an Alamo Draft House movie theater. At quarter end, the Coda was 96.10% leased and 94.81% occupied,<br>The Chase 1B was 80.75% leased and 83.85% occupied, and The Chase 1A was 83.72% leased and 81.98% occupied. In total, at quarter end,<br>Bryant Street’s 487 residential units were 86.7% leased and 86.7% occupied. Its commercial space was 84.2% leased and 71.4% occupied<br>at quarter end. |
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| · | Lease-up is now underway at<br>The Verge. We have temporary certificates of occupancy for seven of the eleven floors. We expect the final certificate of occupancy in<br>the fourth quarter. This is our third mixed use project in the Anacostia waterfront submarket in Washington, DC. |
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| · | .408 Jackson is our second joint<br>venture project in Greenville and is currently under construction. This project is 98.62% complete and we expect to complete construction<br>and begin leasing in fourth quarter of 2022. |
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| · | In September, the Company closed<br>on the purchase of 170 acres in the North East, Maryland for $6.5 million. We are currently pursuing entitlements to begin construction<br>on a 900,000 square-foot warehouse. |
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| · | In August, we invested $3.6<br>million for a minority interest in a joint venture with Woodfield Development to purchase 46 acres in Estero, FL. While the joint venture<br>attempts to rezone the property, the Company will receive a preferred return of 8% with an option to roll its investment into equity in<br>the vertical development or exit at that point. |
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Stabilized Joint Venture Segment:
| 2 |
| --- |
Total revenues in this segment were $5,476,000, an increase of $272,000 versus $5,204,000 in the same period last year. The Maren’s revenue was $2,608,000 and Dock 79 revenues increased $93,000. Total operating profit in this segment was $906,000 an increase of $1,401,000 versus an operating loss of $(495,000) in the same period last year. Pro-rata net operating income this quarter for this segment was $2,702,000, up $641,000 or 31.1% compared to the same quarter last year.
At the end of September, The Maren was 93.56% leased and 96.21% occupied. Average residential occupancy for the quarter was 96.85%, and 65.15% of expiring leases renewed with an average rent increase on renewals of 8.06%. The Maren is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 70.41% ownership.
Dock 79’s average residential occupancy for the quarter was 94.93%, and at the end of the quarter, Dock 79’s residential units were 94.43% leased and 96.72% occupied. This quarter, 53.97% of expiring leases renewed with an average rent increase on renewals of 6.09%. Dock 79 is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 66% ownership.
This quarter we achieved stabilization at our Riverside Joint Venture in Greenville South Carolina, meaning that the building had 90% occupancy for 90 days. The building is currently 95% leased with 92% occupancy. Riverside is a joint venture with Woodfield Development and the Company owns 40% of the venture.
Third quarter distributions from our CS1031 Hickory Creek DST investment were $110,000.
Nine Months Operational Highlights
| · | 40.0%<br>increase in asset management revenue versus first nine months of last year |
|---|---|
| · | Highest<br>nine-month total of mining royalties revenue in segment’s history, 8.07% increase in revenue over first nine months of 2021. $10.05<br>million in revenue over last twelve months. |
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| · | 32.10%<br>increase in our pro rata NOI ($17.97 million vs $13.60 million) compared to first nine months last year |
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Nine Months Consolidated Results ofOperations
Net income attributable to the Company for the first nine months of 2022 was $1,809,000 or $.19 per share versus $28,807,000 or $3.07 per share in the same period last year. The first nine months of 2022 was impacted by the following items:
| · | The period includes $540,000<br>amortization expense compared to $3,241,000 in the same period last year of the $4,750,000 fair value of The Maren’s leases-in-place<br>established when we booked this asset as part of the gain on remeasurement upon consolidation of this Joint Venture. |
|---|---|
| · | The period includes $874,000<br>gain on sales of excess property at Brooksville. |
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| · | Net investment income decreased<br>$160,000 due to a $103,000 decrease in preferred interest from our joint ventures and a $208,000 decrease in interest from our lending<br>ventures, offset by a $151,000 increase for interest earned on cash equivalents. |
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| · | Equity in loss of Joint Ventures<br>increased $1,251,000 primarily due to increased depreciation and amortization at our joint ventures due to buildings placed in service. |
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| 3 |
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Net income for the first nine months of 2021 included a gain of $51.1 million on the remeasurement of investment in The Maren real estate partnership, which is included in Income before income taxes. This gain on remeasurement was mitigated by a $10.1 million provision for taxes and $14.0 million attributable to noncontrolling interest.
Nine Months Segment Operating Results
Asset Management Segment:
Total revenues in this segment were $2,686,000, up $767,000 or 40.0%, over the same period last year. Operating profit was $607,000, up $761,000 from an operating loss of $(154,000) in the same period last year.
Mining Royalty Lands Segment:
Total revenues in this segment were $7,779,000 versus $7,198,000 in the same period last year. Total operating profit in this segment was $6,439,000, an increase of $166,000 versus $6,273,000 in the same period last year. Royalties were negatively impacted by a $300,000 adjustment from overpayment on royalties between 2019-2021 for the property in Newberry, FL leased by Argos for the manufacture of cement products.
Stabilized Joint Venture Segment:
In March 2021, we reached stabilization on Phase II (The Maren) of the development known as RiverFront on the Anacostia in Washington, D.C. As such, as of March 31, 2021, the Company consolidated the assets (at current fair value based on appraisal), liabilities and operating results of the joint venture. Up through the first quarter of the prior year, accounting for The Maren was reflected in Equity in loss of joint ventures on the Consolidated Statements of Income. Starting April 1, 2021, all the revenue and expenses are accounted for in the same manner as Dock 79 in the stabilized joint venture segment.
Total revenues in this segment were $15,961,000, an increase of $3,426,000 versus $12,535,000 in the same period last year. The Maren’s revenue was $7,474,000 and Dock 79 revenues increased $543,000. Total operating profit in this segment was $2,191,000, an increase of $3,827,000 versus an operating loss of $(1,636,000) in the same period last year. Pro-rata net operating income for this segment was $7,241,000, up $1,286,000 or 21.60% compared to the same period last year. All of these increases over the first nine months last year are primarily due to the Maren’s consolidation into this segment in March 31, 2021.
The Maren’s average residential occupancy for the first nine months of 2022 was 95.78%, and 61.31% of expiring leases renewed with an average rent increase on renewals of 7.23%. The Maren is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 70.41% ownership.
Dock 79’s average residential occupancy for the first nine months of 2022 was 95.66%. Through the first nine months of the year, 64.83% of expiring leases renewed with a 5.79% increase on renewals. Dock 79 is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 66% ownership.
| 4 |
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This quarter we achieved stabilization at our Riverside Joint Venture in Greenville South Carolina, meaning that the building had 90% occupancy for 90 days. The building’s 200 residential units were 95% leased with 92% occupancy at quarter end. Riverside is a joint venture with Woodfield Development and the Company owns 40% of the venture.
Distributions from our CS1031 Hickory Creek DST investment were $281,000 for the first nine months of the year.
Impact of the COVID-19 Pandemic.
We have continued operations throughout the pandemic and have made every effort to act in accordance with national, state, and local regulations and guidelines. During 2020, Dock 79 and The Maren most directly suffered the impacts to our business from the pandemic due to our retail tenants being unable to operate at capacity, the lack of attendance at the Washington Nationals baseball park and the rent freeze imposed by the District. In 2021, the Delta and Omicron variants of the virus impacted our businesses, but because of the vaccine and efforts to reopen the economy, while still affected, they were not impacted to the extent that they were in 2020. It is possible that this version of the virus and its succeeding variants may impact our ability to lease retail spaces in Washington, D.C. and Greenville. We expect our business to be affected by the pandemic for as long as government intervention and regulation is required to combat the threat.
Summary and Outlook
Royalty revenue for the quarter was up 9.85% versus the same period last year and revenue for the first nine months increased 8.07%. This is the highest nine-month revenue in the segment’s history and the first time we have achieved $10 million in revenue in the segment over any twelve-month period. Despite a one-time, $300,000 negative adjustment for overpayment of royalties between 2019-2021 at our Newberry Cement property, we were able to achieve these increases primarily because of the additional royalties from our new mining royalty property in Astatula, FL.
This is just the second full quarter where we had the ability to raise rents on renewals in DC. This quarter, 65.15% of expiring leases at Maren renewed with an average increase on renewals of 8.06%, and 53.97% of expiring leases renewed at Dock 79 with an average increase of 6.09%. When we could not renew an existing residential lease, we saw a year-to-date increase in rent on those “trade outs” of 9.90% at the Maren and 11.50% at Dock 79. As noted previously, this quarter we added our Riverside JV to this segment when it stabilized in September. Subsequent to the end of the quarter, our Hickory Creek DST was sold and the Company received $8.83 million from the sale on an investment of $6 million. We are currently exploring opportunities for reinvesting these proceeds.
The Asset Management segment continues its strong performance through this quarter. All of our industrial assets are 100% leased, and our other two properties (our home office in Maryland and Vulcan’s former Jacksonville office) remain essentially unchanged and fully leased). This segment’s revenue for both this quarter and the first nine months are up 51% and 40% respectively due to the addition of and increased occupancy at our two most recent spec buildings at Hollander. We anticipate shell completion of our final building at Hollander by the end of 2022 and occupancy before the end of the first quarter of next year. This 101,750 square foot warehouse is a build-to-suit with a 10-year lease, which will positively impact revenue, operating profit, and NOI for some time.
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This quarter saw the stabilization of Riverside, lease-up begin at The Verge, and meaningful growth across all segments in terms of revenue and NOI. Looking ahead, we have to achieve stabilization and pursue permanent financing for Bryant Street as well as complete construction on and begin lease-up at .408 Jackson. Inflation and rising interest rates are real but their long-term effect on our assets is still unclear. The beauty of our balance sheet is that it allows us to play offense and defense and the fact of the matter is, we will probably have to do a little of both. Fortunately, we can.
Conference Call
The Company will host a conference call on Wednesday, November 9, 2022 at 3:00 p.m. (EDT). Analysts, stockholders and other interested parties may access the teleconference live by calling 1-800-274-8461 (passcode 56787) within the United States. International callers may dial 1-203-518-9783 (passcode 56787). Audio replay will be available until November 22, 2022 by dialing 1-800-839-3740 (passcode 17717) within the United States. International callers may dial 1-402-220-7239 (passcode 17717). An audio replay will also be available on the Company’s investor relations page (https://www.frpdev.com/investor-relations/) following the call. The Company will also be posting a brief slideshow with financial highlights from the third quarter and year-to-date on our website on Monday, November 7. This will be available on the Company’s investor relations page under Investor Presentations. For information on our commitment to best practices in Environmental, Social, and Governance matters, please visit the ESG section of our website at https://www.frpdev.com/investor-relations/esg-report/.
Investors are cautioned that any statements inthis press release which relate to the future are, by their nature, subject to risks and uncertainties that could cause actual resultsand events to differ materially from those indicated in such forward-looking statements. These include, but are not limited to: the impactof the COVID-19 Pandemic on our operations and financial results; the possibility that we may be unable to find appropriate investmentopportunities; levels of construction activity in the markets served by our mining properties; demand for flexible warehouse/office facilitiesin the Baltimore-Washington-Northern Virginia area; demand for apartments in Washington D.C., Richmond, Virginia, and Greenville, SouthCarolina; our ability to obtain zoning and entitlements necessary for property development; the impact of lending and capital market conditionson our liquidity; our ability to finance projects or repay our debt; general real estate investment and development risks; vacancies inour properties; risks associated with developing and managing properties in partnership with others; competition; our ability to renewleases or re-lease spaces as leases expire; illiquidity of real estate investments; bankruptcy or defaults of tenants; the impact of restrictionsimposed by our credit facility; the level and volatility of interest rates; environmental liabilities; inflation risks; cybersecurityrisks; 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 ornew information. Readers are cautioned not to place undue reliance on such forward-looking statements.
FRP Holdings, Inc. is a holding company engaged in the real estate business, namely (i) leasing and management of commercial properties owned by The Company, (ii) leasing and management of mining royalty land owned by The Company, (iii) real property acquisition, entitlement, development and construction primarily for apartment, retail, warehouse, and office, (iv) leasing and management of residential apartment buildings.
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FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTSOF INCOME
(In thousands except per share amounts)
(Unaudited)
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SEPTEMBER 30, | SEPTEMBER 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenues: | ||||||||||||
| Lease revenue | $ | 6,823 | 6,224 | 19,850 | 15,623 | |||||||
| Mining lands lease revenue | 2,471 | 2,249 | 7,779 | 7,198 | ||||||||
| Total Revenues | 9,294 | 8,473 | 27,629 | 22,821 | ||||||||
| Cost of operations: | ||||||||||||
| Depreciation, depletion and amortization | 2,744 | 3,796 | 8,510 | 9,627 | ||||||||
| Operating expenses | 1,967 | 1,557 | 5,316 | 3,792 | ||||||||
| Property taxes | 1,034 | 986 | 3,103 | 2,764 | ||||||||
| Management company indirect | 966 | 745 | 2,545 | 2,137 | ||||||||
| Corporate expenses | 734 | 657 | 2,876 | 2,486 | ||||||||
| Total cost of operations | 7,445 | 7,741 | 22,350 | 20,806 | ||||||||
| Total operating profit | 1,849 | 732 | 5,279 | 2,015 | ||||||||
| Net investment income | 1,188 | 943 | 3,206 | 3,366 | ||||||||
| Interest expense | (738 | ) | (414 | ) | (2,215 | ) | (1,785 | ) | ||||
| Equity in loss of joint ventures | (1,878 | ) | (1,244 | ) | (5,248 | ) | (3,997 | ) | ||||
| Gain on remeasurement of investment in real estate partnership | — | — | — | 51,139 | ||||||||
| Gain on sale of real estate | 141 | — | 874 | 805 | ||||||||
| Income before income taxes | 562 | 17 | 1,896 | 51,543 | ||||||||
| Provision for income taxes | 178 | 130 | 526 | 10,500 | ||||||||
| Net income (loss) | 384 | (113 | ) | 1,370 | 41,043 | |||||||
| Gain (loss) attributable to noncontrolling interest | (96 | ) | (465 | ) | (439 | ) | 12,236 | |||||
| Net income attributable to the Company | $ | 480 | 352 | 1,809 | 28,807 | |||||||
| Earnings per common share: | ||||||||||||
| Net income attributable to the Company- | ||||||||||||
| Basic | $ | 0.05 | 0.04 | 0.19 | 3.08 | |||||||
| Diluted | $ | 0.05 | 0.04 | 0.19 | 3.07 | |||||||
| Number of shares (in thousands) used in computing: | ||||||||||||
| -basic earnings per common share | 9,397 | 9,363 | 9,382 | 9,352 | ||||||||
| -diluted earnings per common share | 9,433 | 9,399 | 9,423 | 9,390 |
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FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited) (In thousands, except share data)
| December 31, 2021 | ||||
|---|---|---|---|---|
| Assets: | ||||
| Real estate investments at cost: | ||||
| Land | 141,564 | 123,397 | ||
| Buildings and improvements | 268,132 | 265,278 | ||
| Projects under construction | 13,295 | 8,668 | ||
| Total investments in properties | 422,991 | 397,343 | ||
| Less accumulated depreciation and depletion | 54,523 | 46,678 | ||
| Net investments in properties | 368,468 | 350,665 | ||
| Real estate held for investment, at cost | 10,079 | 9,722 | ||
| Investments in joint ventures | 147,703 | 145,443 | ||
| Net real estate investments | 526,250 | 505,830 | ||
| Cash and cash equivalents | 144,783 | 161,521 | ||
| Cash held in escrow | 582 | 752 | ||
| Accounts receivable, net | 1,530 | 793 | ||
| Investments available for sale at fair value | — | 4,317 | ||
| Federal and state income taxes receivable | — | 1,103 | ||
| Unrealized rents | 830 | 620 | ||
| Deferred costs | 2,469 | 2,726 | ||
| Other assets | 546 | 528 | ||
| Total assets | 676,990 | 678,190 | ||
| Liabilities: | ||||
| Secured notes payable | 178,520 | 178,409 | ||
| Accounts payable and accrued liabilities | 4,720 | 6,137 | ||
| Other liabilities | 1,886 | 1,886 | ||
| Federal and state income taxes payable | 456 | — | ||
| Deferred revenue | 346 | 369 | ||
| Deferred income taxes | 64,180 | 64,047 | ||
| Deferred compensation | 1,310 | 1,302 | ||
| Tenant security deposits | 887 | 790 | ||
| Total liabilities | 252,305 | 252,940 | ||
| Commitments and contingencies | ||||
| Equity: | ||||
| Common stock, .10 par value<br> 25,000,000 shares authorized,<br> 9,455,096 and 9,411,028 shares issued<br> and outstanding, respectively | 945 | 941 | ||
| Capital in excess of par value | 59,148 | 57,617 | ||
| Retained earnings | 339,561 | 337,752 | ||
| Accumulated other comprehensive income (loss), net | (1,420 | ) | 113 | |
| Total shareholders’ equity | 398,234 | 396,423 | ||
| Noncontrolling interest MRP | 26,451 | 28,827 | ||
| Total equity | 424,685 | 425,250 | ||
| Total liabilities and equity | 676,990 | 678,190 |
All values are in US Dollars.
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Asset Management Segment:
| Three months ended September 30 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | % | 2021 | % | Change | % | |||||||||||
| Lease revenue | $ | 935 | 100.0 | % | 619 | 100.0 | % | 316 | 51.1 | % | |||||||
| Depreciation, depletion and amortization | 219 | 23.4 | % | 137 | 22.1 | % | 82 | 59.9 | % | ||||||||
| Operating expenses | 162 | 17.3 | % | 76 | 12.3 | % | 86 | 113.2 | % | ||||||||
| Property taxes | 53 | 5.7 | % | 37 | 6.0 | % | 16 | 43.2 | % | ||||||||
| Management company indirect | 109 | 11.7 | % | 200 | 32.3 | % | (91 | ) | -45.5 | % | |||||||
| Corporate expense | 127 | 13.6 | % | 180 | 29.1 | % | (53 | ) | -29.4 | % | |||||||
| Cost of operations | 670 | 71.7 | % | 630 | 101.8 | % | 40 | 6.3 | % | ||||||||
| Operating profit (loss) | $ | 265 | 28.3 | % | (11 | ) | -1.8 | % | 276 | -2509.1 | % |
Mining Royalty Lands Segment:
| Three months ended September 30 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | % | 2021 | % | Change | % | |||||||||
| Mining lands lease revenue | $ | 2,471 | 100.0 | % | 2,249 | 100.0 | % | 222 | 9.9 | % | |||||
| Depreciation, depletion and amortization | 172 | 7.0 | % | 38 | 1.7 | % | 134 | 352.6 | % | ||||||
| Operating expenses | 18 | 0.7 | % | 11 | 0.5 | % | 7 | 63.6 | % | ||||||
| Property taxes | 69 | 2.8 | % | 68 | 3.0 | % | 1 | 1.5 | % | ||||||
| Management company indirect | 129 | 5.2 | % | 95 | 4.2 | % | 34 | 35.8 | % | ||||||
| Corporate expense | 83 | 3.4 | % | 69 | 3.1 | % | 14 | 20.3 | % | ||||||
| Cost of operations | 471 | 19.1 | % | 281 | 12.5 | % | 190 | 67.6 | % | ||||||
| Operating profit | $ | 2,000 | 80.9 | % | 1,968 | 87.5 | % | 32 | 1.6 | % |
Development Segment:
| Three months ended September 30 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | Change | ||||||
| Lease revenue | $ | 412 | 401 | 11 | |||||
| Depreciation, depletion and amortization | 47 | 53 | (6 | ) | |||||
| Operating expenses | 250 | 62 | 188 | ||||||
| Property taxes | 355 | 355 | — | ||||||
| Management company indirect | 625 | 335 | 290 | ||||||
| Corporate expense | 457 | 326 | 131 | ||||||
| Cost of operations | 1,734 | 1,131 | 603 | ||||||
| Operating loss | $ | (1,322 | ) | (730 | ) | (592 | ) |
| 9 |
| --- |
Stabilized Joint Venture Segment:
| Three months ended September 30 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | % | 2021 | % | Change | % | |||||||||||
| Lease revenue | $ | 5,476 | 100.0 | % | 5,204 | 100.0 | % | 272 | 5.2 | % | |||||||
| Depreciation, depletion and amortization | 2,306 | 42.1 | % | 3,568 | 68.6 | % | (1,262 | ) | -35.4 | % | |||||||
| Operating expenses | 1,537 | 28.1 | % | 1,408 | 27.0 | % | 129 | 9.2 | % | ||||||||
| Property taxes | 557 | 10.2 | % | 526 | 10.1 | % | 31 | 5.9 | % | ||||||||
| Management company indirect | 103 | 1.9 | % | 115 | 2.2 | % | (12 | ) | -10.4 | % | |||||||
| Corporate expense | 67 | 1.2 | % | 82 | 1.6 | % | (15 | ) | -18.3 | % | |||||||
| Cost of operations | 4,570 | 83.5 | % | 5,699 | 109.5 | % | (1,129 | ) | -19.8 | % | |||||||
| Operating profit (loss) | $ | 906 | 16.5 | % | (495 | ) | -9.5 | % | 1,401 | -283.0 | % |
Asset Management Segment:
| Nine months ended September 30 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | % | 2021 | % | Change | % | |||||||||||
| Lease revenue | $ | 2,686 | 100.0 | % | 1,919 | 100.0 | % | 767 | 40.0 | % | |||||||
| Depreciation, depletion and amortization | 683 | 25.4 | % | 408 | 21.3 | % | 275 | 67.4 | % | ||||||||
| Operating expenses | 441 | 16.4 | % | 289 | 15.0 | % | 152 | 52.6 | % | ||||||||
| Property taxes | 158 | 5.9 | % | 117 | 6.1 | % | 41 | 35.0 | % | ||||||||
| Management company indirect | 301 | 11.2 | % | 577 | 30.1 | % | (276 | ) | -47.8 | % | |||||||
| Corporate expense | 496 | 18.5 | % | 682 | 35.5 | % | (186 | ) | -27.3 | % | |||||||
| Cost of operations | 2,079 | 77.4 | % | 2,073 | 108.0 | % | 6 | 0.3 | % | ||||||||
| Operating profit (loss) | $ | 607 | 22.6 | % | (154 | ) | -8.0 | % | 761 | -494.2 | % |
Mining Royalty Lands Segment:
| Nine months ended September 30 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | % | 2021 | % | Change | % | |||||||||
| Mining lands lease revenue | $ | 7,779 | 100.0 | % | 7,198 | 100.0 | % | 581 | 8.1 | % | |||||
| Depreciation, depletion and amortization | 416 | 5.4 | % | 161 | 2.2 | % | 255 | 158.4 | % | ||||||
| Operating expenses | 50 | 0.6 | % | 34 | 0.5 | % | 16 | 47.1 | % | ||||||
| Property taxes | 203 | 2.6 | % | 199 | 2.8 | % | 4 | 2.0 | % | ||||||
| Management company indirect | 346 | 4.4 | % | 273 | 3.8 | % | 73 | 26.7 | % | ||||||
| Corporate expense | 325 | 4.2 | % | 258 | 3.6 | % | 67 | 26.0 | % | ||||||
| Cost of operations | 1,340 | 17.2 | % | 925 | 12.9 | % | 415 | 44.9 | % | ||||||
| Operating profit | $ | 6,439 | 82.8 | % | 6,273 | 87.1 | % | 166 | 2.6 | % |
| 10 |
| --- |
Development Segment:
| Nine months ended September 30 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | Change | ||||||
| Lease revenue | $ | 1,203 | 1,169 | 34 | |||||
| Depreciation, depletion and amortization | 139 | 159 | (20 | ) | |||||
| Operating expenses | 541 | 133 | 408 | ||||||
| Property taxes | 1,066 | 1,082 | (16 | ) | |||||
| Management company indirect | 1,621 | 996 | 625 | ||||||
| Corporate expense | 1,794 | 1,267 | 527 | ||||||
| Cost of operations | 5,161 | 3,637 | 1,524 | ||||||
| Operating loss | $ | (3,958 | ) | (2,468 | ) | (1,490 | ) |
Stabilized Joint Venture Segment:
| Nine months ended September 30 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | % | 2021 | % | Change | % | |||||||||||
| Lease revenue | $ | 15,961 | 100.0 | % | 12,535 | 100.0 | % | 3,426 | 27.3 | % | |||||||
| Depreciation, depletion and amortization | 7,272 | 45.6 | % | 8,899 | 71.0 | % | (1,627 | ) | -18.3 | % | |||||||
| Operating expenses | 4,284 | 26.9 | % | 3,336 | 26.6 | % | 948 | 28.4 | % | ||||||||
| Property taxes | 1,676 | 10.5 | % | 1,366 | 11.0 | % | 310 | 22.7 | % | ||||||||
| Management company indirect | 277 | 1.7 | % | 291 | 2.3 | % | (14 | ) | -4.8 | % | |||||||
| Corporate expense | 261 | 1.6 | % | 279 | 2.2 | % | (18 | ) | -6.5 | % | |||||||
| Cost of operations | 13,770 | 86.3 | % | 14,171 | 113.1 | % | (401 | ) | -2.8 | % | |||||||
| Operating profit (loss) | $ | 2,191 | 13.7 | % | (1,636 | ) | -13.1 | % | 3,827 | -233.9 | % |
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. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata net operating income (NOI) because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. This measure is not, and should not be viewed as, a substitute for GAAP financial measures.
| Pro-Rata Net Operating Income Reconciliation | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nine months ended 09/30/22 (in thousands) | ||||||||||||||
| Stabilized | ||||||||||||||
| Asset | Joint | Mining | Unallocated | FRP | ||||||||||
| Management | Development | Venture | Royalties | Corporate | Holdings | |||||||||
| Segment | Segment | Segment | Segment | Expenses | Totals | |||||||||
| Net income (loss) | $ | 443 | (4,953 | ) | (166 | ) | 5,311 | 735 | 1,370 | |||||
| Income tax allocation | 164 | (1,837 | ) | 101 | 1,969 | 129 | 526 | |||||||
| Income (loss) before income taxes | 607 | (6,790 | ) | (65 | ) | 7,280 | 864 | 1,896 |
| 11 |
| --- | | Less: | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Unrealized rents | | 223 | — | | (62 | ) | 153 | — | 314 | | | Gain on sale of real estate | | — | — | | — | | 874 | — | 874 | | | Interest income | | — | 2,311 | | — | | — | 895 | 3,206 | | | Plus: | | | | | | | | | | | | Equity in loss of joint ventures | | — | 5,143 | | 72 | | 33 | — | 5,248 | | | Interest expense | | — | — | | 2,184 | | — | 31 | 2,215 | | | Depreciation/amortization | | 683 | 139 | | 7,272 | | 416 | — | 8,510 | | | Management company indirect | | 301 | 1,621 | | 277 | | 346 | — | 2,545 | | | Allocated Corporate expenses | | 496 | 1,794 | | 261 | | 325 | — | 2,876 | | | Net operating income (loss) | | 1,864 | (404 | ) | 10,063 | | 7,373 | — | 18,896 | | | NOI of noncontrolling interest | | — | — | | (3,212 | ) | — | — | (3,212 | ) | | Pro-rata NOI from unconsolidated joint ventures | | — | 1,896 | | 390 | | — | — | 2,286 | | | Pro-rata net operating income | $ | 1,864 | 1,492 | | 7,241 | | 7,373 | — | 17,970 | | | Pro-Rata Net Operating Income Reconciliation | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Nine months ended 09/30/21 (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | Stabilized | | | | | | | | | | | | Asset | | | | | | Joint | | | Mining | | Unallocated | | FRP | | | | | Management | | | Development | | | Venture | | | Royalties | | Corporate | | Holdings | | | | | Segment | | | Segment | | | Segment | | | Segment | | Expenses | | Totals | | | | Net income (loss) | $ | (130 | ) | | (2,521 | ) | | 37,874 | | | 5,159 | | 661 | | 41,043 | | | Income tax allocation | | (50 | ) | | (933 | ) | | 9,506 | | | 1,913 | | 64 | | 10,500 | | | Income (loss) before income taxes | | (180 | ) | | (3,454 | ) | | 47,380 | | | 7,072 | | 725 | | 51,543 | | | Less: | | | | | | | | | | | | | | | | | | Gain on remeasurement of real estate investment | | — | | | — | | | 51,139 | | | — | | — | | 51,139 | | | Gain on investment land sold | | — | | | — | | | — | | | 831 | | — | | 831 | | | Unrealized rents | | 49 | | | — | | | 149 | | | 166 | | — | | 364 | | | Interest income | | — | | | 2,608 | | | — | | | — | | 758 | | 3,366 | | | Plus: | | | | | | | | | | | | | | | | | | Loss on sale of land | | 26 | | | — | | | — | | | — | | — | | 26 | | | Equity in loss of joint ventures | | — | | | 3,594 | | | 371 | | | 32 | | — | | 3,997 | | | Interest expense | | — | | | — | | | 1,752 | | | — | | 33 | | 1,785 | | | Depreciation/amortization | | 408 | | | 159 | | | 8,899 | | | 161 | | — | | 9,627 | | | Management company indirect | | 577 | | | 996 | | | 291 | | | 273 | | — | | 2,137 | | | Allocated Corporate expenses | | 682 | | | 1,267 | | | 279 | | | 258 | | — | | 2,486 | | | Net operating income (loss) | | 1,464 | | | (46 | ) | | 7,684 | | | 6,799 | | — | | 15,901 | | | NOI of noncontrolling interest | | — | | | — | | | (2,638 | ) | | — | | — | | (2,638 | ) | | Pro-rata NOI from unconsolidated joint ventures | | — | | | (569 | ) | | 909 | | | — | | — | | 340 | | | Pro-rata net operating income | $ | 1,464 | | | (615 | ) | | 5,955 | | | 6,799 | | — | | 13,603 | |