<SEC-DOCUMENT>0001474506-15-000124.txt : 20150506
<SEC-HEADER>0001474506-15-000124.hdr.sgml : 20150506
<ACCEPTANCE-DATETIME>20150506162506
ACCESSION NUMBER:		0001474506-15-000124
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20150506
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20150506
DATE AS OF CHANGE:		20150506

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRP HOLDINGS, INC.
		CENTRAL INDEX KEY:			0000844059
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCKING & COURIER SERVICES (NO AIR) [4210]
		IRS NUMBER:				472449198
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36769
		FILM NUMBER:		15837336

	BUSINESS ADDRESS:	
		STREET 1:		200 W. FORSYTH ST.
		STREET 2:		7TH FLOOR
		CITY:			JACKSONVILLE
		STATE:			FL
		ZIP:			32202
		BUSINESS PHONE:		9043965733

	MAIL ADDRESS:	
		STREET 1:		200 W. FORSYTH ST.
		STREET 2:		7TH FLOOR
		CITY:			JACKSONVILLE
		STATE:			FL
		ZIP:			32202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PATRIOT TRANSPORTATION HOLDING INC
		DATE OF NAME CHANGE:	20010425

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FRP PROPERTIES INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>frphform8k2qfy2015.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                               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):  May 6, 2015

---------------------------------------------------------------------------
                             FRP HOLDINGS, INC.
           (Exact name of registrant as specified in its charter)
---------------------------------------------------------------------------

	   FLORIDA		0-17554		47-2449198
	   --------------	----------	---------------
	   (State or other	(Commission	(I.R.S. Employer
	   jurisdiction		File Number)	Identification No.)
	   of incorporation

200 W. Forsyth Street, 7th Floor, Jacksonville, FL
Jacksonville, Florida					        32202
--------------------------------------------------            ---------
(Address of principal executive offices)		     (Zip Code)

Registrant's telephone number, including area code:  (904) 396-5733


---------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:

[] Written communications pursuant to Rule 425 under the Securities Act
   (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
   Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
   Exchange Act (17 CFR 240.13e-4(c))




<PAGE>




                         CURRENT REPORT ON FORM 8-K

                             FRP HOLDINGS, INC.

                                May 6, 2015


ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

	On May 6, 2015, FRP Holdings, Inc. (the "Company") issued a
press release announcing its earnings for the second quarter ended
March 31, 2015, following the completion of the spin-off of its
transportation business on January 30, 2015. A copy of the press
release is furnished as Exhibit 99.

	The information in this report (including the exhibit) shall not
be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liability of that section, and shall not be incorporated
by reference into any registration statement or other document filed
under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such
filing.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

	(c)	Exhibits.

	99	Press Release dated May 6, 2015.




<PAGE>





                                 SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

				FRP HOLDINGS, INC.


Date:  May 6, 2015         By:  /s/ John D. Milton, Jr.
      				-------------------------------------------
				John D. Milton, Jr.
				Executive Vice President
                                and Chief Financial Officer



<PAGE>




                               EXHIBIT INDEX


Exhibit No.

99	Press Release dated May 6, 2015, issued by FRP Holdings, Inc.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>frphpr20150506.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

            FRP HOLDINGS, INC./NEWS

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

------------------------------------------------------------------------------

FRP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED MARCH 31,
2015 FOLLOWING THE COMPLETION OF THE SPIN-OFF OF ITS TRANSPORTATION BUSINESS
ON JANUARY 30, 2015

Jacksonville, Florida; May 6, 2015 - Today, the Company reported net income
from continuing operations of $845,000 or $.09 per share, a decrease of
$467,000 or 36%, versus $1,312,000 or $.14 per diluted share in the second
quarter last year. The Company reported net income from continuing operations
of $1,976,000 or $.20 per diluted share in the first six months of fiscal 2015,
a decrease of $502,000 or 20%, compared to net income of $2,478,000 or $.26 per
diluted share in the same period last year.  On January 30, 2015, FRP Holdings,
Inc. (the "Company" NASDAQ-FRPH) completed the spin-off of its transportation
business into a new, separately traded public company (NASDAQ-PATI) resulting
in FRPH becoming a pure real estate company.  As a result of the spin-off the
former transportation segment of the Company is reported as a discontinued
operation that cannot receive any corporate overhead allocation.  Hence, all
corporate overhead of the transportation group through the date of the
spin-off is included in "corporate expense" on the Company's consolidated
income statements herein.

Second Quarter Consolidated Results of Continuing Operations.  For the second
quarter of fiscal 2015, consolidated operating profit was $2,159,000, a
decrease of $310,000 or 12.6% compared to $2,469,000 in the same quarter last
year.  Total revenues for the Company were $8,948,000, up $941,000, or 12%,
over the same quarter last year.

Our total cost of operations was up this quarter by $1,251,000.  The increase
in cost of operations was due in large part to (a)  higher corporate expenses
as the result of (i) higher accruals for corporate performance bonuses as the
likelihood of achieving  our corporate bonus targets was much lower in the
year ago quarter, (ii) higher director compensation costs as the Company
added an additional director to our Board, (iii) higher corporate medical
claims costs in the quarter, and the negative impact of absorbing the portion
of corporate expense attributable to the transportation business (b) $355,000
more in property tax expense as a result of adding additional assets to our
portfolio and a $98,000 increase in the property taxes at Riverfront on the
Anacostia Phases II-IV (under appeal); and (c) higher depreciation and
operating expenses as the Company added buildings to our portfolio and
incurred expenses in connection with environmental remediation at the
Riverfront on the Anacostia Phase I property and exploratory work on the
bulkhead at our 664E property located on the Anacostia River in Washington,
DC.  The 664E property is a 2 acre parcel just downriver from our Riverfront
on the Anacostia property and is currently under lease to Vulcan Materials for
use as a concrete batch plant.

During this quarter, the Company recorded an additional $100,000 environmental
remediation expense in the second quarter of 2015 relating to Riverfront on
the Anacostia Phase I and incurred a loss of $140,000 in equity in joint
ventures $118,000 of which was a result of our 77% pro rata share of these
additional remediation costs incurred within the joint venture.

The Company's interest expense increased by $310,000 this quarter due mostly
to $131,000 expense associated with the early payoff of two mortgages and
$229,000 less capitalized interest in this quarter

<PAGE>

versus the same quarter last year as a result of the completion of
construction activities at Patriot and Hollander Business Parks that were
on-going in the prior year second quarter.

Second Quarter Segment Operating Results.

Asset Management Segment:
------------------------
Rental revenues in this segment were $5,755,000, up from $5,177,000 in the
same quarter last year due mainly to an increase in square feet occupied.
Cost of operations were up $461,000 due mainly to (i) adding additional square
feet to this segment resulting in higher depreciation, operating expenses and
property taxes partially offset by higher tenant reimbursements and (ii)
higher corporate expenses due mainly to higher corporate bonus accruals and
higher corporate medical claims. Operating profit this quarter was $2,951,000
versus $2,662,000 in the same quarter last year, an 11% increase.

Mining Royalty Lands Segment:
----------------------------
Royalty and rental revenues in this segment were $1,315,000, up $112,000, a
9.3% increase, due mainly to a 15% increase in tons mined this quarter versus
the same quarter last year.  Our operating profit was $941,000, up $62,000
versus the same quarter last year.  The Company believes that volumes will
increase at our locations as construction activity in Florida and Georgia
improves.  We continue to make slow progress on construction recovery
following the "great recession".

Land Development and Construction Segment:
-----------------------------------------
Revenues in this segment were $283,000, up from $201,000 in the same quarter
last year due mainly to higher reimbursements for property taxes on the Square
664E property.   Operating loss in this quarter was $879,000 versus a loss of
$468,000 in the same quarter last year.  Operating expenses were up $147,000
in this period mainly as a result of exploratory work related to the bulkhead
on the 664E property.  Net property taxes were up $207,000 in the quarter due
mainly to increased assessments at Riverfront on the Anacostia Phases II-IV
(currently under appeal).  Management company direct expense was up $78,000
as less of management's time was capitalized in this quarter as construction
activities were completed at Patriot and Hollander business parks during the
quarter.

First Six Months of Fiscal 2015 Consolidated Results of Continuing Operations.
For the first six months of fiscal 2015, consolidated operating profit was
$4,504,000, a decrease of $141,000 or 3% compared to $4,645,000 in the same
period last year.  For the six months ended March 31, 2015, total revenues
for the Company were $17,250,000, up $2,014,000, or 13%, over the same period
last year.  This is mainly due to higher rental revenues from the Asset
Management segment (up $1,353,000) as the Company continues to grow the size
of our portfolio and execute on leasing available space.  The Company also
saw an increase in our Mining Royalties segment as volumes in that business
are trending in a positive direction.

Our costs were up $2,155,000 due in part to a $799,000 increase in corporate
expenses.  The $799,000 increase in corporate expenses in the period was
attributable to (i) a $184,000 increase in corporate expense unallocated to
discontinued operations included in the Company's corporate expenses in this
period versus the same period last year, (ii) $254,000 in one time spin-off
costs, (iii) a $174,000 increase in director compensation mainly due to the
addition of a director to our Board, (iv) $89,000 in bonus accruals and
(v) $64,000 in higher corporate medical claims.  Additionally, our cost of
operations are up due to (i) increased depreciation expense ($462,000)and
higher property tax expense ($610,000) as a result of adding additional
assets to our portfolio partially off-set by higher tenant reimbursements
and an increased tax expense at Anacostia on the Riverfront Phases II-IV;
and (ii) higher operating expenses

<PAGE>

($274,000) due in large part to the exploratory work on the bulkhead at 664E
during this period and the environmental remediation expenses at Anacostia on
the Riverfront Phase I.

Our interest expense is up $466,000 over the same period last year due to
$131,000 expense associated with the early payoff of two mortgages and
$424,000 less capitalized interest in this period versus the same period last
year partially offset by lower interest costs on our outstanding debt due to
lower balances.

First Six Months of Fiscal 2015 Segment Operating Results.

Asset Management Segment:
------------------------
Rental revenues in this segment were up $1,353,000 over the same period last
year due mainly to an increase in square feet occupied.  Cost of operations
were up $792,000 due mainly to adding additional square feet to this segment
resulting in higher property taxes and depreciation partially offset by
additional tenant reimbursements and higher corporate expenses as a result of
higher corporate executive bonus accruals and higher corporate medical claims
this period versus the same period last year.  Operating profit was $6,147,000
versus $5,192,000 in the same period last year, an 18% increase.

Mining Royalty Lands Segment:
----------------------------
Royalty and rental revenue in this segment were $2,635,000, up $187,000, a
7.6% increase, due mainly to a 16% increase in tons mined this period versus
the same period last year.  Operating profit was $1,940,000, up $122,000 over
the same period last year.  The Company believes that mining volumes will
continue to increase at our locations as construction activity in Florida and
Georgia continues to improve following the recession.

Land Development and Construction Segment:
-----------------------------------------
The Company reported an increase in the operating loss in this segment of
$603,000 in the first six months of fiscal 2015 versus the same period last
year on generally flat revenues.  The increased loss is mainly due to (i)
expenses associated with the exploratory program on the bulkhead at the 664E
property ($142,000), (ii) higher property tax expense as a result of an
increase on the assessment at Riverfront on the Anacostia (under appeal) and
(iii) $100,000 in expense associated with the environmental cleanup on
Phase I of Riverfront on the Anacostia.

Summary and Outlook.  With the successful completion of the Spin-off, the
Company is focused on building shareholder value through our real estate
holdings - mainly by growing our portfolio and converting non-income producing
assets into income production.    While our operating segments are improving,
in particular our Asset Management segment, our overall performance was
diminished by the costs of the Spin-off, higher corporate overhead expenses,
and a higher property tax assessment at Riverfront on the Anacostia.

The Company commenced construction of the first phase of the four phase
Anacostia development in October 2015 with lease up scheduled in 2016 and
2017. We expect to close on the sale of Windlass Run Residential Phase II for
$11,188,000 in August 2015.  We are actively seeking replacement opportunities
for these proceeds with the goal of adding income producing warehouse product
to our portfolio. In this quarter we applied for vertical construction permits
for a new Class A warehouse to be constructed in each of our Hollander (permit
received) and Windlass Run business parks.  The timing of commencement of
construction on either building is yet to be determined.  We continue to look
for opportunities to add assets to our Mining Royalty Lands segment but
locating, buying, and permitting high quality reserves such as ours is
becoming increasingly difficult.

<PAGE>

Conference Call.   The Company will also host a conference call on
Thursday, May 7, 2015 at 10:00 a.m. (EDT).  Analysts, stockholders and
other interested parties may access the teleconference live by calling
1-800-351-6806 (pass code 14028) within the United States.  International
callers may dial 1-334-323-7224 (pass code 14028).  Computer audio live
streaming is available via the Internet through the Company's website at
www.frpholdings.com. You may also click on this link for the live streaming
http://stream.conferenceamerica.com/frp050715. For the archived audio via
the internet, click on the following link
http://archive.conferenceamerica.com/archivestream/frp050715.wma. If using
the Company's website, click on the Investor Relations tab, then select the
earnings conference stream.  An audio replay will be available for sixty days
following the conference call. To listen to the audio replay, dial toll free
877-919-4059, international callers dial 334-323-0140.  The passcode of the
audio replay is 13099243.  Replay options: "1" begins playback, "4" rewind
30 seconds, "5" pause, "6" fast forward 30 seconds, "0" instructions, and
"9" exits recording.  There may be a 30-40 minute delay until the archive is
available following the conclusion of the conference call.

Investors are cautioned that any statements in this press release which
relate to the future are, by their nature, subject to risks and uncertainties
that could cause actual results and events to differ materially from those
indicated in such forward-looking statements.  These include general economic
conditions; competitive factors; political, economic, regulatory and climatic
conditions; levels of construction activity in the Company's markets; demand
for flexible warehouse/office facilities; ability to obtain zoning and
entitlements necessary for property development; interest rates; levels of
mining activity; pricing; energy costs and technological changes.  Additional
information regarding these and other risk factors and uncertainties may be
found in the Company's filings with the Securities and Exchange Commission.

FRP Holdings, Inc. (FRP) is engaged in the real estate business through its
subsidiaries FRP Development Corp. and Florida Rock Properties, Inc. FRP
acquires, constructs, leases, operates and manages land and buildings to
generate both current cash flows and long-term capital appreciation.  FRP
also owns real estate which is leased under mining royalty agreements or
held for investment.

<PAGE>

                             FRP HOLDINGS, INC.
                             ------------------

                      CONSOLIDATED STATEMENTS OF INCOME
                   (In thousands except per share amounts)
                                (Unaudited)


                                 THREE MONTHS ENDED        SIX MONTHS ENDED
                                     MARCH 31,                 MARCH 31,
                                  2015        2014          2015      2014
                                  ----        ----          ----      ----

Revenues:
  Rental revenue               $ 5,879       5,291        11,747    10,391
  Royalty and rents              1,315       1,203         2,635     2,448
     Revenue - reimbursements    1,754       1,513         2,868     2,397
                                ------      ------        ------    ------
Total Revenues                   8,948       8,007        17,250    15,236

Cost of operations:
  Depreciation, depletion and
    amortization                 1,878       1,693         3,761     3,299
  Operating expenses             1,755       1,487         2,669     2,395
  Property taxes                 1,234         879         2,329     1,719
  Management company indirect
    expenses                       442         403           794       784
  Corporate expenses             1,480       1,076         3,193     2,394
                                ------      ------        ------    ------
Total cost of operations         6,789       5,538        12,746    10,591

Total operating profit           2,159       2,469         4,504     4,645

Interest income                      -           -             -         1
Interest expense                  (620)       (310)       (1,065)     (599)
Equity in loss of joint
  ventures                        (150)        (31)         (180)      (63)
(Loss) gain on investment
  land sold                         (3)         22           (20)       78
                                ------      ------        ------    ------

Income from continuing
  operations before
    income taxes                 1,386       2,150         3,239     4,062
Provision for income taxes         541         838         1,263     1,584
                                ------      ------        ------    ------
Income from continuing operations  845       1,312         1,976     2,478

Gain from discontinued
  transportation operations,
  net of taxes                     516         392         2,179     1,566
                                ------      ------        ------    ------
Net income                     $ 1,361       1,704         4,155     4,044
                                ======      ======        ======    ======
Earnings per common share:
  Income from continuing operations-
    Basic                         0.09        0.14          0.20      0.26
    Diluted                       0.09        0.14          0.20      0.26
  Discontinued operations-
    Basic                         0.05        0.04          0.22      0.16
    Diluted                       0.05        0.04          0.22      0.16
  Net Income-
    Basic                         0.14        0.18          0.43      0.42
    Diluted                       0.14        0.18          0.42      0.42

Number of shares (in thousands)
   used in computing:
  -basic earnings per common
   share                         9,749       9,619         9,730     9,593
  -diluted earnings per common
   share                         9,818       9,707         9,813     9,690

<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
