<SEC-DOCUMENT>0001474506-18-000025.txt : 20180508
<SEC-HEADER>0001474506-18-000025.hdr.sgml : 20180508
<ACCEPTANCE-DATETIME>20180508123226
ACCESSION NUMBER:		0001474506-18-000025
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20180508
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20180508
DATE AS OF CHANGE:		20180508

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36769
		FILM NUMBER:		18813664

	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>frphform8k_1Q2018.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 8, 2018

                             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))

Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (s. 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s. 240.12b-2
of this chapter).
                                                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. [_]

<PAGE>


                         CURRENT REPORT ON FORM 8-K

                             FRP HOLDINGS, INC.

                              May 8, 2018


ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

	On May 8, 2018, FRP Holdings, Inc. (the "Company") issued a
press release announcing results for the first quarter ended March 31,
2018. 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 8, 2018.


<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 8, 2018         By:  /s/ John D. Milton, Jr.
      				-------------------------------------------
				John D. Milton, Jr.
				Chief Financial Officer


<PAGE>


                               EXHIBIT INDEX

Exhibit No.

99	Press Release dated May 8, 2018, issued by FRP Holdings, Inc.


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>frphpr20180508_1Q.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 FIRST QUARTER ENDED MARCH 31, 2018.

FRP Holdings, Inc. (NASDAQ-FRPH) Jacksonville, Florida; May 8, 2018 -

First Quarter Consolidated Results of Operations.

Net income for the first quarter of 2018 was $1,560,000 or $.15 per share
versus $1,443,000 or $.14 per share in the same period last year. Total
revenues were $12,622,000, up 35.4%, versus the same period last year,
primarily because of the addition of rental revenues from Dock 79. Our net
income was adversely impacted by $747,000 in expenses related to the pending
sale of our industrial warehouse portfolio.

First Quarter Segment Operating Results.

Asset Management Segment:
------------------------
Total revenues in this segment were $8,128,000, up $843,000 or 11.6%, over
the same period last year. Net Operating Income (NOI) in this segment for the
first quarter increased slightly to $5,857,000, compared to $5,689,000 in the
same period last year. We ended the first quarter with total occupied square
feet of 3,721,213 versus 3,525,234 at the end of the same period last year,
an increase of 5.6% or 195,979 square feet. Our overall occupancy rate was
93.4%.

This past quarter we entered into contract to sell 41 industrial warehouses
and two adjacent lots to an affiliate of Blackstone Real Estate Partners for
a total purchase price of $358.9 million. Pending shareholder approval at our
annual meeting on May 14, we expect to close on this transaction the following
week. These properties comprise substantially all the assets of our Asset
Management Segment. We are currently exploring options to reinvest a
significant portion of the proceeds into opportunities more in line with our
other business segments where recently we have enjoyed better returns.

Mining Royalty Lands Segment:
----------------------------
Total revenues in this segment were $1,772,000 versus $1,762,000 in the same
period last year. Total operating profit in this segment was $1,541,000, a
decrease of $18,000 versus $1,559,000 in the same period last year.

<PAGE>

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.

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.
   *   Last year we began construction on a 96,047 square foot building at
       Patriot Business Center that we expect to finish in the second quarter
       of 2018. This building is included in the sale to Blackstone.
   *   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 buildings totaling 100,000 square feet
       of office and retail space.
   *   Our Essexshire residential project totaling 129 single family building
       lots is moving towards entitlement.
   *   We are in the process of designing and permitting a 95,000 square foot
       spec building at Hollander Business Park. We expect to begin
       construction during the second quarter of 2018.

RiverFront on the Anacostia Segment:
-----------------------------------
At the end of the first quarter, Dock 79 was 90.8% leased and 91.8% occupied.
As the first "generation" of leases expire, the renewal rate of 61.9% during
the first quarter is in line with expectations while the average rent increase
of 2.8% is better than expected.

Summary and Outlook.

This past quarter was one of our most important ever for obvious reasons.
Our portfolio of industrial real estate took decades to put together. Most
of the assets came from land we purchased, developed, and managed in-house.
The amount of sweat equity our Baltimore office put into those assets would
have given even the most unsentimental seller a moment's hesitation. However,
because of the reduction in corporate income tax rates in this low cap rate
environment, the opportunity to sell was simply too good to pass up.

Though monumental, the sale of such a substantial portion of this company will
not leave us wanting for things to do. We still have vacant lots at Hollander
and Lakeside that we intend to develop, and the remaining phases of RiverFront
on the Anacostia will require our attention for the next decade at least. Our
aggregates royalties and the second life of those quarries will be generating
returns for this company and occupying the time of its management for longer
than many of us will be around.

In the short term, though, we will be hard at work on Phase II of RiverFront
on the Anacostia and our other ongoing projects; but most importantly, we
will be determining the highest and best use for the proceeds of the sale.

<PAGE>

Subsequent Events.

Subsequent to the end of last quarter, 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.

Conference Call.

The Company will also host a conference call on Tuesday, May 8, 2018 at 2:00
p.m. (EDT). Analysts, stockholders and other interested parties may access
the teleconference live by calling 1-800-311-9406 (passcode 15482) within the
United States. International callers may dial 1-334-323-7224 (passcode 15482).
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/frp050818. For the
archived audio via the internet, click on the following link
http://archive.conferenceamerica.com/archivestream/frp050818.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
1-877-919-4059, international callers dial 1-334-323-0140. The passcode of the
audio replay is 49397561. 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.

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.

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, but are not
limited to, the occurrence of any event, change or other circumstances that
could give rise to the termination of the Agreement of Purchase and Sale by
and between the Company and BRE Foxtrot Parent, LLC, dated March 22, 2018
(the "Sale Agreement"); the risks that any of the closing conditions to the
Sale Agreement may not be satisfied in a timely manner; any litigation in
connection with the Sale Agreement; the possibility that the announcement and
pendency of the Sale Transaction may adversely affect our remaining business;
the possibility that our business and financial performance may be adversely
affected if we fail to complete the Sale Transaction; the fact that our
executive officers may have interests in the Sale Transaction in addition to
the interests of the shareholders generally; the fact that the Sale Agreement
limits our ability to pursue alternative transactions; 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

<PAGE>

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.

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

<PAGE>

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


                                               THREE MONTHS ENDED
                                                   MARCH 31,
                                                 2018      2017
                                               --------  --------
Revenues:
  Rental revenue                               $  9,165     6,283
  Mining Royalty and rents                        1,750     1,739
  Revenue - reimbursements                        1,707     1,300
                                               --------   -------
Total Revenues                                   12,622     9,322

Cost of operations:
  Depreciation, depletion and amortization        4,283     2,059
  Operating expenses                              2,043     1,001
  Property taxes                                  1,473     1,062
  Management company indirect                       539       469
  Corporate expenses (Note 4 Related Party)       1,426     1,327
                                               --------   -------
Total cost of operations                          9,764     5,918

Total operating profit                            2,858     3,404

Interest income                                       5         -
Interest expense                                 (1,243)     (248)
Equity in loss of joint ventures                    (12)     (771)
                                               --------   -------

Income before income taxes                        1,608     2,385
Provision for income taxes                          579       942
                                               --------   -------

Net income                                        1,029     1,443
Loss attributable to noncontrolling interest       (531)        -
                                               --------   -------

Net income attributable to the Company         $  1,560     1,443
                                               ========   =======

Earnings per common share:
  Basic                                        $   0.16      0.15
  Diluted                                      $   0.15      0.14

Number of shares (in thousands)
  used in computing:
    -basic earnings per common share             10,015     9,931
    -diluted earnings per common share           10,085    10,001

<PAGE>

<TABLE>
Asset Management Segment:
------------------------
<CAPTION>
                                                 Three months ended March 31
                                           ---------------------------------------
(dollars in thousands)                       2018      %        2017      %       Change     %
                                           --------   -------   --------   -------   --------   -------
<S>                                        <C>        <C>       <C>        <C>       <C>        <C>
Rental revenue                             $  6,571     80.8%      6,103     83.8%        468      7.7%
Revenue-reimbursements                        1,557     19.2%      1,182     16.2%        375     31.7%
                                           --------   -------   --------   -------   --------   -------

Total revenue                                 8,128    100.0%      7,285    100.0%        843     11.6%

Depreciation, depletion and amortization      2,016     24.8%      1,965     27.0%         51      2.6%
Operating expenses                            1,306     16.0%        895     12.3%        411     45.9%
Property taxes                                  837     10.3%        737     10.1%        100     13.6%
Management company indirect                     202      2.5%        187      2.6%         15      8.0%
Corporate expense                               788      9.7%        753     10.3%         35      4.6%
                                           --------   -------   --------   -------   --------   -------

Cost of operations                            5,149     63.3%      4,537     62.3%        612     13.5%
                                           --------   -------   --------   -------   --------   -------

Operating profit                           $  2,979     36.7%      2,748     37.7%        231      8.4%
                                           ========   =======   ========   =======   ========   =======


Mining Royalty Lands Segment:
----------------------------
                                                 Three months ended March 31
                                           ---------------------------------------
(dollars in thousands)                       2018        %        2017        %
                                           --------   -------   --------   -------
<S>                                        <C>        <C>       <C>        <C>
Mining Royalty and rents                   $  1,750     98.8%      1,739     98.7%
Revenue-reimbursements                           22      1.2%         23      1.3%
                                           --------   -------   --------   -------

Total revenue                                 1,772    100.0%      1,762    100.0%

Depreciation, depletion and amortization         54      3.0%         39      2.2%
Operating expenses                               40      2.3%         39      2.2%
Property taxes                                   60      3.4%         59      3.3%
Corporate expense                                77      4.3%         66      3.8%
                                           --------   -------   --------   -------

Cost of operations                              231     13.0%        203     11.5%
                                           --------   -------   --------   -------

Operating profit                           $  1,541     87.0%      1,559     88.5%
                                           ========   =======   ========   =======

</TABLE>

<PAGE>

<TABLE>
Land Development and Construction Segment:
-----------------------------------------
<CAPTION>
                                                 Three months ended March 31
                                           --------------------------------------
(dollars in thousands)                       2018           2017          Change
                                           --------       --------       --------
<S>                                        <C>            <C>            <C>
Rental revenue                             $    181            180              1
Revenue-reimbursements                          116             95             21
                                           --------       --------       --------

Total revenue                                   297            275             22

Depreciation, depletion and amortization         57             55              2
Operating expenses                              118             67             51
Property taxes                                  268            266              2
Management company indirect                     241            282            (41)
Corporate expense                               419            508            (89)
                                           --------       --------       --------

Cost of operations                            1,103          1,178            (75)
                                           --------       --------       --------

Operating loss                             $   (806)          (903)            97
                                           ========       ========       ========


Dock 79 Segment:
---------------
<CAPTION>
                                                 Three months ended March 31
                                           ---------------------------------------
(dollars in thousands)                       2018        %        2017        %
                                           --------   -------   --------   -------
<S>                                        <C>        <C>       <C>        <C>
Rental revenue                             $  2,413     99.5%          -        -%
Revenue-reimbursements                           12       .5%          -        -%
                                           --------   -------   --------   -------

Total revenue                                 2,425    100.0%          -        -%

Depreciation and amortization                 2,156     88.9%          -        -%
Operating expenses                              579     23.9%          -        -%
Property taxes                                  308     12.7%          -        -%
Management company indirect                      96      3.9%          -
Corporate expense                               142      5.9%          -        -%
                                           --------   -------   --------   -------

Cost of operations                            3,281    135.3%          -        -%
                                           --------   -------   --------   -------

Operating profit                           $   (856)   -35.3%   $      -        -%
                                           ========   =======   ========   =======

</TABLE>

<PAGE>

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 are 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.

<TABLE>
Net Operating Income Reconciliation
Three months ended 03/31/18 (in thousands)
<CAPTION>
                                              Asset           Land     Riverfront         Mining            FRP
                                         Management    Development      Anacostia      Royalties       Holdings
                                            Segment        Segment        Segment        Segment         Totals
                                         ----------     ----------     ----------     ----------     ----------
<S>                                      <C>            <C>            <C>            <C>            <C>
Income from continuing operations             1,962           (584)        (1,464)         1,115          1,029
Income Tax Allocation                           727           (217)          (345)           414            579
                                         ----------     ----------     ----------     ----------     ----------
Income from continuing operations
  before income taxes                         2,689           (801)        (1,809)         1,529          1,608

Less:
  Unrealized rents                              129              -             52              -            181
  Other income                                    -              5              -              -              5
Plus:
  Unrealized rents                                -              -              -            119            119
  Equity in loss of Joint Venture                 -              -              -             12             12
  Lease intangible rents                          1              -              -              -              1
  Interest Expense                              290              -            953              -          1,243
  Depreciation/Amortization                   2,016             57          2,156             54          4,283
  Management Co. Indirect                       202            241             96              -            539
  Allocated Corporate Expenses                  788            419            142             77          1,426
                                         ----------     ----------     ----------     ----------     ----------

Net Operating Income (loss)                   5,857            (89)         1,486          1,791          9,045


Net Operating Income Reconciliation
Three months ended 03/31/17 (in thousands)
<CAPTION>
                                              Asset           Land         Mining            FRP
                                         Management    Development      Royalties       Holdings
                                            Segment        Segment        Segment         Totals
                                         ----------     ----------     ----------     ----------
<S>                                      <C>            <C>            <C>            <C>
Income (loss) from continuing operations      1,512         (1,007)           938          1,443
Income Tax Allocation                           988           (658)           612            942
                                         ----------     ----------     ----------     ----------
Inc. (loss) from continuing operations
  before income taxes                         2,500         (1,665)         1,550          2,385

Less:
  Lease intangible rents                          3              -              -              3
Plus:
  Unrealized rents                               39              -            109            148
  Equity in loss of Joint Venture                 -            762              9            771
  Interest Expense                              248              -              -            248
  Depreciation/Amortization                   1,965             55             39          2,059
  Management Co. Indirect                       187            282              -            469
  Allocated Corporate Expenses                  753            508             66          1,327
                                         ----------     ----------     ----------     ----------

Net Operating Income (loss)                   5,689            (58)         1,773          7,404

</TABLE>

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