<SEC-DOCUMENT>0001474506-17-000019.txt : 20170201
<SEC-HEADER>0001474506-17-000019.hdr.sgml : 20170201
<ACCEPTANCE-DATETIME>20170201103456
ACCESSION NUMBER:		0001474506-17-000019
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20170201
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20170201
DATE AS OF CHANGE:		20170201

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRP HOLDINGS, INC.
		CENTRAL INDEX KEY:			0000844059
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE [6500]
		IRS NUMBER:				472449198
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36769
		FILM NUMBER:		17563509

	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>frphform8k3motp2017.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):  February 1, 2017

                             FRP HOLDINGS, INC.

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

           (Exact name of registrant as specified in its charter)


	        FLORIDA		 001-36769	    47-2449198
	    ----------------	-----------	-------------------
	    (State or other	(Commission	(I.R.S. Employer
	    jurisdiction	File Number)	Identification No.)
	    of incorporation


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

Registrant's telephone number, including area code:  (904) 858-9100


---------------------------------------------------------------------------
       (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))




<PAGE>




                         CURRENT REPORT ON FORM 8-K

                             FRP HOLDINGS, INC.

                              February 1, 2017


ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

	On February 1, 2017, FRP Holdings, Inc. (the "Company") issued a
press release announcing results for the three month transition period
ended December 31, 2016. A copy of the press release is furnished as
Exhibit 99.

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

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

        (d)     Exhibits.

        99      Press Release dated February 1, 2017.



<PAGE>


                                 SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed
on its behalf by the undersigned thereunto duly authorized.


				FRP Holdings, Inc.



Date:  February 1, 2017	        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 February 1, 2017, issued by FRP Holdings, Inc.


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>frphpr20170201.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

            FRP HOLDINGS, INC./NEWS

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

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

       FRP HOLDINGS, INC. (NASDAQ: FRPH) ANNOUNCES RESULTS FOR THE THREE
               MONTH TRANSITION PERIOD ENDED DECEMBER 31, 2016.

FRP Holdings, Inc. (NASDAQ-FRPH) Jacksonville, Florida; February 1, 2017 --

Please note the Company recently changed its fiscal year from September 30 to
December 31, and, as a result, throughout this press release, we refer to the
three month period ended December 31, 2016 as the transition period.

Potential REIT Conversion

Whether through strategic acquisitions, organic growth, joint ventures, or
putting our non-income producing land to work, our constant aim is to create
and grow shareholder value. To that end, we have for some time explored the
possibility of converting this company into a Real Estate Investment Trust
(REIT), with the idea that this may be a more efficient structure given the
nature of our business. Though no final decision has been made, in order to
have the option to convert to a REIT in 2017, the board has elected to change
from our previous fiscal year (ending September 30), to a fiscal year that
follows the calendar year as is required of a REIT. This change went into
effect January 1, 2017 and will require one-time additional auditing expenses
of $120,000 which will be reflected in fiscal year 2017. Thus, the transition
period ended December 31, 2016 will be known as just that and will not be a
part of any fiscal year, not even retroactively. Finally, consistent with
having the option to elect REIT status, we have contributed our mining
reserves into a wholly owned subsidiary. Because the parent company still
retains control of the land itself, the portion of the mining royalties
income that is not attributable to the reserves, but instead more closely
resembles ground rents, will be retained by the parent company and will
qualify as "REIT-able" income. The subsidiary will receive only the income
attributable to the reserves it now controls. This structure is intended to
assure that we will meet the asset and income tests applicable to REITs.
These preliminary steps will not have a material impact on our operations if
FRP does not elect REIT status.

Three month transition period ended December 31, 2016 Consolidated Results of
Operations.

Net income for the transition period ended December 31, 2016 was $1,560,000
or $.16 per share versus $7,473,000 or $.76 per share in the same period last
year. The prior year benefited from a gain on land sale of $6,286,000 plus
income of $3,000,000 from the settlement of environmental claims resulting in
a positive impact of $.57 per share of income in the prior year. Total
revenues were $9,512,000, up 7.8%, versus the same period last year.
Excluding the positive impact of the environmental settlement in the same
period last year, consolidated total operating profit was up 11.2%.


<PAGE>


Three month transition period ended December 31, 2016 Segment Operating
Results.

Asset Management Segment:
------------------------
Total revenues in this segment were $7,321,000, up $406,000 or 5.9%, over the
same period last year. Net Operating Income in this segment for the transition
period was $5,689,000, compared to $5,390,000 in the same period last year,
an increase of 5.5%. The increase was mainly due to the acquisition of the
Gilroy Road building in Hunt Valley, MD in July 2016 and a lease commencement
at 7010 Dorsey Road in Hillside Business Park in August 2016. We ended the
transition period with total occupied square feet of 3,488,995 versus
3,364,008 at the end of the same period last year, an increase of 3.7% or
124,947 square feet. Our overall occupancy rate was 89.9%.

Depreciation and amortization expense increased primarily because of the
aforementioned Gilroy building purchase and the completion of a 79,550 square
foot warehouse at Hollander Business Park in April 2016. Corporate expense
increased due to higher professional fees.

Mining Royalty Lands Segment:
----------------------------
Total revenues in this segment were $1,880,000, an increase of 13.3%, versus
$1,659,000 in the same period last year due to an increase in tons sold at
locations over the minimum. Total operating profit in this segment was
$1,708,000, an increase of $238,000 versus $1,470,000 in the same period last
year.

Land Development and Construction Segment:
-----------------------------------------
The Land Development and Construction segment is responsible for (i) seeking
out and identifying opportunistic purchases of income producing warehouse/
office buildings, and (ii) developing our non-income producing properties into
income production. Of our ongoing projects, work continues on a spec building
at Patriot Business Center which is now 82% pre-leased; we are fully engaged
in the formal process of seeking (a) final design approval for Phase II of our
RiverFront on the Anacostia project, and (b)  Planned Unit Development
entitlements for our 73 acre tract in Hampstead, Md.; and of further note,
construction of the bulkhead at our 664E property on the Anacostia is on time
and within budget. Finally, because of operating losses and depreciation
during the lease up of Phase I (Dock 79) of RiverFront on the Anacostia this
quarter, equity in loss of joint ventures (including a loss of $4,000 in the
Brooksville Joint Venture) was $1,119,000.  Phase I pre-leasing activity for
the 305 residential units commenced in late May of 2016 and as of January 22,
the residential units were 49.8% occupied and 59.9% leased, while retail units
remain 80% leased with just one space remaining.  The project is currently
above pro forma in effective rents and leasing absorption with residential
stabilization expected in the third quarter of 2017.

Summary and Outlook

We are focused on building shareholder value through our real estate
holdings. We accomplish this through the opportunistic acquisition of income
producing properties, and the conversion of our non-income producing assets
into income production. We have done this by (i) selling land that is not
conducive to warehouse/office development (e.g. Windlass Run Residential
Phase 2 land) and using the proceeds to acquire existing income producing
warehouse/office buildings typically in a Section 1031

<PAGE>

exchange (e.g. the Port Capital building purchase) and (ii) the construction
of new warehouse/office buildings on existing pad sites in our developed
business parks (e.g. new spec building at Patriot). Over the past five years,
we have used this approach to convert 172 acres of non-income producing land
into 766,216 square feet of income producing properties (excluding the recently
completed spec building). This past quarter those properties had Net Operating
Income of $1,267,000, accounting for over 22% of Asset Management's Net
Operating Income.

For yet another quarter, mining royalties continue to improve as volumes
increase at most of our locations. This marks the eleventh straight quarter
that mining revenues increased over the same period the year before, and is a
testament to our belief in the long-term growth potential of these assets.

During the coming fiscal year, we expect to complete construction on the new
104,000 square foot spec building at Patriot Business Park, finish construction
on the bulkhead at the Square 664E property in anticipation of future high-rise
development, reach residential stabilization of Phase I (Dock 79) of RiverFront
on the Anacostia, and continue pre-development activities for Phase II and the
Hampstead property. Our biggest decision in the coming year will be whether or
not to convert this company into a Real Estate Investment Trust. As mentioned
previously, we have taken steps to, at the very least, have the option.
Impacting that decision will be weighing the benefits of REIT status against
how it will impact our capital structure and any future projects, as well as
any changes in the federal tax code.

Conference Call.

The Company will host a conference call on Wednesday, February 1, 2017 at
2:00 p.m. (EST). Analysts, stockholders and other interested parties may access
the teleconference live by calling 1-877-804-1916 (pass code 62184) within the
United States. International callers may dial 334-323-7224 (pass code 62184).
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/FRP020117. For the
archived audio via the internet, click on the following link
http://archive.conferenceamerica.com/archivestream/FRP020117.mp3. If using the
Company's website, click on the Investor Relations tab, then select the
earnings conference stream. An audio replay will be available for sixty days
following the conference call. To listen to the audio replay, dial toll free
877-919-4059, international callers dial 334-323-0140. The passcode of the
audio replay is 30678261. 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.

<PAGE>


                      FRP HOLDINGS, INC. AND SUBSIDIARIES
                      -----------------------------------
                       CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands except per share amounts)
                                (Unaudited)

                                                           THREE MONTHS ENDED
                                                              DECEMBER 31,
                                                             2016      2015
                                                           --------  --------
Revenues:
  Rental revenue                                           $  6,328     6,027
  Mining Royalty and rents                                    1,857     1,638
  Revenue - reimbursements                                    1,327     1,158
                                                           --------  --------
Total Revenues                                                9,512     8,823

Cost of operations:
  Depreciation, depletion and amortization                    2,095     1,896
  Operating expenses                                            994       973
  Environmental remediation expense (recovery)                    -    (3,000)
  Property taxes                                              1,089     1,118
  Management company indirect                                   475       504
  Corporate expenses                                            855       732
                                                           --------  --------
Total cost of operations                                      5,508     2,223

Total operating profit                                        4,004     6,600

Interest income                                                   -         1
Interest expense                                               (306)     (481)
Equity in loss of joint ventures                             (1,119)      (54)
Gain on investment land sold                                      -     6,286
                                                           --------  --------

Income before income taxes                                    2,579    12,352
Provision for income taxes                                    1,019     4,879
                                                           --------  --------

Net income                                                 $  1,560     7,473
                                                           ========  ========

Comprehensive net income                                   $  1,560     7,473
                                                           ========  ========

Earnings per common share:
  Basic                                                    $   0.16      0.76
  Diluted                                                  $   0.16      0.76

Number of shares (in thousands) used in computing:
  -basic earnings per common share                            9,879     9,802
  -diluted earnings per common share                          9,923     9,853

<PAGE>

<TABLE>
Asset Management Segment
------------------------
<CAPTION>
                                               Three months ended December 31
                                           ---------------------------------------
(dollars in thousands)                       2016       %        2015       %       Change      %
                                           --------   -------   --------   -------   --------   -------
<S>                                        <C>        <C>       <C>        <C>       <C>        <C>
Rental revenue                             $  6,148     84.0%   $  5,908     85.4%   $    240      4.1%
Revenue-reimbursements                        1,173     16.0%      1,007     14.6%        166     16.5%
                                           --------   -------   --------   -------   --------   -------

Total revenue                                 7,321    100.0%      6,915    100.0%        406      5.9%

Depreciation, depletion and amortization      2,005     27.4%      1,798     26.0%        207     11.5%
Operating expenses                              885     12.1%        839     12.1%         46      5.5%
Property taxes                                  729     10.0%        659      9.5%         70     10.6%
Management company indirect                     193      2.6%        231      3.4%        (38)   -16.5%
Corporate expense                               485      6.6%        378      5.5%        107     28.3%
                                           --------   -------   --------   -------   --------   -------

Cost of operations                            4,297     58.7%      3,905     56.5%        392     10.0%
                                           --------   -------   --------   -------   --------   -------

Operating profit                           $  3,024     41.3%   $  3,010     43.5%   $     14      0.5%
                                           ========   =======   ========   =======   ========   =======


Mining Royalty Lands Segment:
----------------------------
                                               Three months ended December 31
                                           ---------------------------------------
(dollars in thousands)                       2016        %        2015        %
                                           --------   -------   --------   -------
<S>                                        <C>        <C>       <C>        <C>
Mining Royalty and rents                   $  1,857     98.8%      1,638     98.7%
Revenue-reimbursements                           23      1.2%         21      1.3%
                                           --------   -------   --------   -------

Total revenue                                 1,880    100.0%      1,659    100.0%

Depreciation, depletion and amortization         35      1.8%         34      2.0%
Operating expenses                               41      2.2%         41      2.5%
Property taxes                                   54      2.9%         59      3.6%
Corporate expense                                42      2.2%         55      3.3%
                                           --------   -------   --------   -------

Cost of operations                              172      9.1%        189     11.4%
                                           --------   -------   --------   -------

Operating profit                           $  1,708     90.9%   $  1,470     88.6%
                                           ========   =======   ========   =======

</TABLE>

<PAGE>


<TABLE>
Land Development and Construction Segment:
-----------------------------------------
<CAPTION>
                                               Three months ended December 31
                                           --------------------------------------
(dollars in thousands)                       2016           2015          Change
                                           --------       --------       --------
<S>                                        <C>            <C>            <C>
Rental revenue                             $    180            119             61
Revenue-reimbursements                          131            130              1
                                           --------       --------       --------

Total revenue                                   311            249             62

Depreciation, depletion and amortization         55             64             (9)
Operating expenses                               68             93            (25)
Environmental remediation recovery                -         (3,000)         3,000
Property taxes                                  306            400            (94)
Management company indirect                     282            273              9
Corporate expense                               328            299             29
                                           --------       --------       --------

Cost of operations                            1,039         (1,871)         2,910
                                           --------       --------       --------

Operating loss                             $   (728)         2,120         (2,848)
                                           ========       ========       ========

</TABLE>

Non-GAAP Financial Measures.

To supplement the financial results presented in accordance with GAAP, FRP
presents certain non-GAAP financial measures within the meaning of Regulation
G promulgated by the Securities and Exchange Commission. The non-GAAP financial
measures included in this quarterly report are adjusted operating profit and
net operating income (NOI). FRP uses these non-GAAP financial measures to
analyze its continuing operations and to monitor, assess, and identify
meaningful trends in its operating and financial performance. These measures
are not, and should not be viewed as, substitutes for GAAP financial measures.

Adjusted Operating Profit

Adjusted operating profit excludes the impact of the corporate expense not
allocated to discontinued operations and the environmental remediation
recovery. Adjusted operating profit is presented to provide additional
perspective on underlying trends in FRP's core operating results. A
reconciliation between operating profit and adjusted operating profit is as
follows:

<TABLE>
Adjusted Operating Profit
<CAPTION>
                                            Three months ended
                                               December 31,
                                           --------------------
                                             2016        2015       Change        %
                                           --------    --------    --------    -------
<S>                                        <C>         <C>         <C>         <C>
Operating profit                           $  4,004       6,600      (2,596)     -39.3%
Adjustments:
  Environmental remediation recovery              -      (3,000)
                                           --------    --------
Adjusted Operating profit                  $  4,004       3,600         404      11.2%

</TABLE>

<PAGE>


<TABLE>
Net Operating Income Reconciliation
Three months ended 12/31/16 (in thousands)
<CAPTION>
                                              Asset           Land         Mining            FRP
                                         Management    Development      Royalties       Holdings
                                            Segment        Segment        Segment         Totals
                                         ----------     ----------     ----------     ----------
<S>                                      <C>            <C>            <C>            <C>
Income from continuing operations        $    1,644         (1,115)         1,031          1,560
Income Tax Allocation                         1,074           (728)           673          1,019
                                         ----------     ----------     ----------     ----------
Inc. from continuing operations
  before income taxes                         2,718         (1,843)         1,704          2,579

Less:
  Lease intangible rents                          4              -
  Unrealized rents                               14              -
Plus:
  Equity in loss of Joint Venture                 -          1,115
  Interest Expense                              306              -
  Depreciation/Amortization                   2,005             55
  Management Co. Indirect                       193            282
  Allocated Corporate Expenses                  485            328
                                         ----------     ----------

Net Operating Income (loss)                   5,689            (63)


Net Operating Income Reconciliation
Three months ended 12/31/15 (in thousands)
<CAPTION>
                                              Asset           Land         Mining            FRP
                                         Management    Development      Royalties       Holdings
                                            Segment        Segment        Segment         Totals
                                         ----------     ----------     ----------     ----------
<S>                                      <C>            <C>            <C>            <C>
Income from continuing operations        $    1,535          5,054            884          7,473
Income Tax Allocation                         1,003          3,298            578          4,879
                                         ----------     ----------     ----------     ----------
Inc. from continuing operations
  before income taxes                         2,538          8,352          1,462         12,352

Less:
  Gains on investment land sold                   9          6,277
  Other income                                    -              1
  Unrealized rents                               13              -
  Lease intangible rents                         14              -
Plus:
  Equity in loss of Joint Venture                 -             45
  Interest Expense                              481              -
  Depreciation/Amortization                   1,798             64
  Management Co. Indirect                       231            273
  Allocated Corporate Expenses                  378            299
                                         ----------     ----------
Net Operating Income                          5,390          2,755

</TABLE>

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