UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One)

[X]

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

For the quarterly period ended ~~December~~March 31, ~~2014.~~2015.

[_]

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

For the transition period from_________ to _________

Commission File Number: 001-36769

_____________________

FRP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________________

Florida		47-2449198
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

904-396-5733

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_]		Accelerated filer [x]

Non-accelerated filer [_]		Smaller reporting company [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [x]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Class				Outstanding at ~~December~~March 31, ~~2014~~2015
	Common Stock, $.10 par value				~~9,718,570~~9,770,770 shares
	per share

FRP HOLDINGS, INC.

FORM 10-Q

QUARTER ENDED ~~DECEMBER~~MARCH 31, ~~2014~~2015

CONTENTS

Page No.

Preliminary Note Regarding Forward-Looking Statements		3

	Part I. Financial Information

Item 1.	Financial Statements
	Consolidated Balance Sheets	4
	Consolidated Statements of Income	5
	Consolidated Statements of Cash Flows	6
	Condensed Notes to Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1719

Item 3.	Quantitative and Qualitative Disclosures about Market Risks	2436

Item 4.	Controls and Procedures	2536

	Part II. Other Information

Item 1A.	Risk Factors	2638

Item 2.	Purchase of Equity Securities by the Issuer	2638

Item 6.	Exhibits	2738

Signatures		2839

Exhibit 31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	3041

Exhibit 32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	3344

Preliminary Note Regarding Forward-Looking Statements.

Certain matters discussed in this report contain forward-looking statements, including without limitation relating to the Company's plans, strategies, objectives, expectations, intentions, capital expenditures, future liquidity, plans and timetables for completion of pending development projects and other transactions. The words or phrases “anticipate,” “estimate,” ”believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions identify forward-looking statements. The following factors and others discussed in the Company’s periodic reports and filings with the Securities and Exchange Commission are among the principal factors that could cause actual results to differ materially from the forward-looking statements: uncertainties as to whether the Company will recognize the benefits of the spin-off of the transportation group; uncertainties as to whether the Company can complete, and the timetable for completion of pending or proposed development projects and other transactions; levels of construction activity in the markets served by our mining properties; risk insurance markets; availability and terms of financing; competition; interest rates, inflation and general economic conditions; demand for flexible warehouse/office facilities in the Baltimore-Washington-Northern Virginia area; and ability to obtain zoning and entitlements necessary for property development. However, this list is not a complete statement of all potential risks or uncertainties.

These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events or otherwise. Additional information regarding these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.

PART I. FINANCIAL INFORMATION, ITEM 1. FINANCIAL STATEMENTS

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands, except share data)

December 31, September 30,
Assets 2014 2014
Current assets:
Cash and cash equivalents $ 895 1,013
  Cash held in escrow 26 61
  Accounts receivable (net of allowance for
  doubtful accounts of $148 and $155, respectively) 8,082 8,246
  Inventory of parts and supplies 888 895
  Prepaid tires on equipment 2,063 2,048
  Prepaid taxes and licenses 1,677 2,436
  Prepaid insurance 632 789
  Prepaid expenses, other 81 83
  Real estate held for sale, at cost 4,609 4,473
    Total current assets 18,953 20,044

Property, plant and equipment, at cost 375,432 372,504
Less accumulated depreciation and depletion 125,715 122,894
Net property, plant and equipment 249,717 249,610

Real estate held for investment, at cost 7,304 7,304
Investment in joint ventures 18,640 18,537
Goodwill 3,431 3,431
Unrealized rents 4,773 4,780
Other assets, net 9,592 9,365
Total assets $ 312,410 313,071

Liabilities and Shareholders' Equity
Current liabilities:
  Accounts payable $ 5,775 7,318
  Federal and state income taxes payable 309 701
  Deferred income taxes   239 239
  Accrued payroll and benefits 3,950 4,568
  Accrued insurance 1,100 1,186
  Environmental remediation 1,614 1,771
  Accrued liabilities, other 1,251 1,610
  Long-term debt due within one year 4,537 4,534
    Total current liabilities 18,775 21,927

Long-term debt, less current portion 56,452 58,704
Deferred income taxes 23,072 21,654
Accrued insurance 1,393 1,393
Other liabilities 3,093 3,078
Commitments and contingencies (Note 7) —   —
Shareholders' equity:
  Preferred stock, no par value;
  5,000,000 shares authorized; none issued
  Common stock, $.10 par value;
  25,000,000 shares authorized,
  9,718,570 and 9,703,270 shares issued
  and outstanding, respectively 972 970
  Capital in excess of par value 48,407 47,892
  Retained earnings 160,206 157,413
  Accumulated other comprehensive income, net 40 40
    Total shareholders' equity 209,625 206,315
Total liabilities and shareholders' equity $ 312,410 313,071
See accompanying notes

	March 31			September 30
Assets:	2015			2014
Real estate investments at cost:
Land	$	102,339			102,146
Buildings and improvements		174,067			164,317
Projects under construction		1,095			8,971
Total investments in properties		277,501			275,434
Less accumulated depreciation and depletion		71,072			67,998
Net investments in properties		206,429			207,436

Real estate held for investment, at cost		7,306			7,304
Real estate held for sale, at cost		4,698			4,473
Investment in joint ventures		18,665			18,537
Net real estate investments		237,098			237,750

Cash and cash equivalents		691			1,013

Cash held in escrow		26			61
Account receivable		981			1,127
Federal and state income taxes receivable		1,776			-
Assets of discontinued operation		-			61,134
Unrealized rents		4,811			4,780
Deferred costs		6,528			7,027

Other assets		174			179
Total assets	$	252,085			313,071

Liabilities:
Secured notes payable, less current portion	$	38,135			41,059
Secured notes payable, current portion		4,049			4,534
Line of credit payable		11,304			10,363
Accounts payable and accrued liabilities		2,472			3,948
Environmental remediation liability		926			1,771
Deferred revenue		365			872
Federal and state income taxes payable		-			572
Deferred income taxes		14,658			12,969
Liabilities of discontinued operation		-			28,412
Deferred compensation		1,328			1,247
Deferred lease intangible, net		74			103
Tenant security deposits		887			906
Total liabilities		74,198			106,756

Commitments and contingencies (Note 8)		-			-

Equity:
Common stock, $.10 par value 25,000,000 shares authorized, 9,770,770 and 9,703,270 shares issued and outstanding, respectively		977			970
Capital in excess of par value		49,542			47,892
Retained earnings		127,380			157,413
Accumulated other comprehensive (loss) income, net		(12	)		40
Total shareholders’ equity		177,887			206,315
Total liabilities and shareholders’ equity	$	252,085			313,071

See accompanying notes.

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts)

(Unaudited)

THREE MONTHS ENDED
DECEMBER 31,

2014 2013
Revenues:
  Transportation $ 31,717 31,591
  Mining royalty land 1,344 1,268
  Developed property rentals 6,958 5,961
Total revenues 40,019 38,820

Cost of operations:
  Transportation 29,657 30,135
  Mining royalty land 425 329
  Developed property rentals 4,521 3,878
  Unallocated corporate 318 354
Total cost of operations 34,921 34,696

Operating profit:
  Transportation 2,060 1,456
  Mining royalty land 919 939
  Developed property rentals 2,437 2,083
  Unallocated corporate (318 ) (354 )
Total operating profit 5,098 4,124

(Loss) Gain on investment land sold (17 ) 56
Interest income and other - 1
Equity in loss of joint ventures (30 ) (32 )
Interest expense (472 ) (311 )

Income before income taxes 4,579 3,838
Provision for income taxes (1,786 ) (1,497 )

Net income $ 2,793 2,341

Comprehensive Income $ 2,793 2,341

Earnings per common share:
  Basic 0.29 0.24
  Diluted 0.29 0.24

Number of shares (in thousands)
  used in computing:
  -basic earnings per common share 9,711 9,568
  -diluted earnings per common share 9,771 9,674

See accompanying notes

	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		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			0.23			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

See accompanying notes.

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~THREE~~SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2014~~2015 AND ~~2013~~2014

(In thousands)

(Unaudited)

2014 2013
Cash flows from operating activities:
Net income $ 2,793 2,341
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation, depletion and amortization 4,248 3,775
   Deferred income taxes 1,418 —
   Equity in loss of joint ventures 30 32
   Gain on sale of equipment and property (111 ) (39 )
   Stock-based compensation 172 169
   Net changes in operating assets and liabilities:
     Accounts receivable 164 (1,451 )
     Inventory of parts and supplies 7 11
     Prepaid expenses and other current assets 903 784
     Other assets (650 ) (457 )
     Accounts payable and accrued liabilities (2,238 ) (1,772 )
     Income taxes payable and receivable (392 ) 663
     Long-term insurance liabilities and other long-term
      liabilities 15 23
Net cash provided by operating activities 6,359 4,079

Cash flows from investing activities:
Purchase of transportation group property and equipment (2,463 ) (5,334 )
Investments in developed property rentals segment (1,738 ) (3,769 )
Transportation group business acquisition —   (10,023 )
Cash held in escrow 35 (1 )
Investment in joint ventures (135 ) (125 )
Proceeds from the sale of real estate held for investment,   property, plant and equipment 253 230
Net cash used in investing activities (4,048 ) (19,022 )

Cash flows from financing activities:
(Decrease) increase in bank overdraft (525 ) —
Repayment of long-term debt (1,123 ) (1,051 )
Proceeds from borrowing on revolving credit facility 12,599 16,745
Payment on revolving credit facility (13,725 ) (1,000 )
Excess tax benefits from exercises of stock options 94 143
Exercise of employee stock options 251 183
Net cash (used in) provided by financing activities (2,429 ) 15,020

Net (decrease) increase in cash and cash equivalents (118 ) 77
Cash and cash equivalents at beginning of period 1,013 502
Cash and cash equivalents at end of the period $ 895 579

~~The Company recorded non-cash transactions for vacation liability of the transportation group business acquisition of $132 in the first quarter of fiscal 2014.~~

		2015		2014
Cash flows from operating activities:
Net income	$	4,155		4,044
Adjustments to reconcile net income to net cash
provided by operating activities:
Income from discontinued operations, net		(2,179	)	(1,566	)
Depreciation, depletion and amortization		3,851		3,384
Deferred income taxes		1,583		372
Equity in loss of joint ventures		180		63
Loss (Gain) on sale of equipment and property		120		(74	)
Stock-based compensation		754		960
Net changes in operating assets and liabilities:
Accounts receivable		146		1,516
Deferred costs and other assets		(180	)	(102	)
Accounts payable and accrued liabilities		(2,828	)	(2,139	)
Income taxes payable and receivable		(2,348	)	(1,379	)
Other long-term liabilities		33		50
Net cash provided by operating activities of continuing operations		3,287		5,129
Net cash provided by operating activities of discontinued operations		4,984		3,655
Net cash provided by operating activities		8,271		8,784

Cash flows from investing activities:
Investments in property, plant and equipment		(2,429	)	(4,797	)
Cash held in escrow		35		1,349
Investment in joint ventures		(311	)	(210	)
Proceeds from the sale of real estate held for investment, property, plant and equipment		—		78
Net cash used in investing activities of continuing operations		(2,705	)	(3,580	)
Net cash used in investing activities of discontinued operations		(2,694	)	(15,346	)
Net cash used in investing activities		(5,399	)	(18,926	)

Cash flows from financing activities:
Repayment of long-term debt		(3,409	)	(2,120	)
Proceeds from borrowing on revolving credit facility		15,123		—
Payment on revolving credit facility		(14,182	)	—
Excess tax benefits from exercises of stock options		730		539
Exercise of employee stock options		175		669
Net cash used in financing activities of continuing operations		(1,563	)	(912	)
Net cash (used in) provided by financing activities of discontinued operations		(1,631	)	11,684
Net cash (used in) provided by financing activities		(3,194	)	10,772

Net (decrease) increase in cash and cash equivalents		(322	)	630
Cash and cash equivalents at beginning of period		1,013		502
Cash and cash equivalents at end of the period	$	691		1,132

See accompanying notes.

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~DECEMBER~~MARCH 31, ~~2014~~2015

(Unaudited)

(1)Basis of Presentation. The accompanying consolidated financial statements include the accounts of FRP Holdings, Inc. ~~and its subsidiaries~~ (the “Company” or “FRP”)~~. Investment~~ inclusive of our operating real estate subsidiaries, FRP Development Corp. (“Development”) and Florida Rock Properties, Inc. (”Properties”) subsequent to the completed spin-off (the “Spin-off”) of our transportation assets into a new, publicly traded entity, Patriot Transportation Holding, Inc. (“Patriot”; stock symbol “PATI”) effective January 30, 2015. 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. See Note 3 for a breakdown of corporate expenses showing the amounts per the Company’s segments, the unallocated to any segment and the unallocated to discontinued operations. Reclassifications to the appropriate prior period line items and amounts have been made to be comparable to the current presentation. Our investment in the 50% owned Brooksville Joint Venture ~~is accounted for under~~and in the ~~equity method of accounting. Investment in~~ Riverfront Investment Partners I, LLC isare accounted for under the equity method of accounting (See Note ~~12)~~13). These statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (primarily consisting of normal recurring accruals) considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the ~~three~~six months ended ~~December~~March 31, ~~2014~~2015 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2015. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the Company's consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended September 30, 2014.

Following the completion of the spin-off of the transportation business on January 30, 2015, management conducted a strategic review of the Company’s real estate operations. As a result of this review, information that the Company’s chief operating decision maker (its chief executive officer) regularly reviews for purposes of allocating resources and assessing performance changed. Therefore, beginning in fiscal year 2015, the Company will report its financial performance based on the three reportable segments described below. Beginning with the quarter ending March 31, 2015, our financial statements will reflect the new reporting structure with prior periods adjusted accordingly.

Our Mining and Royalties segment stays the same, but based on our strategic review the Developed Property Rentals segment has been broken down into an Asset Management segment and a Land Development and Construction segment to reflect how management now evaluates the real estate activities previously presented in the Developed Property Rentals segment. The Asset Management segment contains all the developed buildings capable of producing current rental income; the Land Development and Construction segments contains the remaining developable land not yet developed to its eventual highest and best use potential where the Company's focus is to add further entitlements, construct vertical improvements or market the property to third parties all in an effort to bring such property to income producing status or realization of its fair market value through sales or exchange. This Land Development and Construction segment is generally in a pre-income production state where objectives are long term capital investment for eventual production of long-term rental streams or capital investment to achieve highest potential market value for sale to third parties.

(2)Recently Issued Accounting Standards. In January 2015, the FASB issued ASU 2015-01, "Income Statement—Extraordinary and Unusual Items (Subtopic 225-20) Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items." This ~~new~~ guidance is effective for annual periods beginning on or after December 15, 2015 and interim periods within those years, with early adoption permitted. Effective first quarter 2015, the Company adopted ASU 2015-01 and will apply the new guidance, as applicable.

In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs”, which relates to the financial statement presentation of debt issuance costs. This guidance requires debt issuance costs to be presented in the balance sheet as a reduction of the related debt liability rather than an asset. The guidance is effective for annual and interim periods beginning after December 15, 2015 and early adoption is permitted and will only result in a change in presentation of these costs on our balance sheets.

(3)Business Segments. The Company operates in three reportable business ~~segments.~~segments (i) Asset Management and (ii) Mining Royalty Land and (iii) Land Development and Construction. The Company’s operations are substantially in the Southeastern and Mid-Atlantic states. The transportation segment hauls petroleum and other liquids and dry bulk commodities by tank trailers. The Company’s real estate operations consist of two reportable segments. The Mining royalty landAsset Management segment owns, ~~real estate including construction aggregate royalty sites~~leases, manages and ~~parcels held for investment. The Developed property rentals segment acquires, constructs, and leases~~operates commercial office/warehouse buildings primarily located in the Baltimore/Northern Virginia/Washington, ~~area, and holds~~DC area. The Mining Royalty Land segment owns real estate predominately in Florida and Georgia that is leased to mining companies in exchange for ~~future development~~royalty or ~~related~~land rental income. The Land Development and Construction segment acquires, owns, entitles, and develops land to ~~its developments.~~

~~The Company’s transportation and real estate groups operate independently and have minimal shared overhead except~~be used for ~~corporate expenses. Corporate expenses are allocated in fixed quarterly amounts based upon budgeted and estimated proportionate cost~~income production via (i) construction by ~~segment. Unallocated corporate expenses primarily include stock compensation~~the Company of warehouse/office uses for our Asset Management segment, or (ii) other commercial, residential or mixed use projects through joint ventures or sales to third parties.

Subsequent to the Spin-off, the Company is receiving certain services from Patriot (e.g. executive oversight, accounting, information technology and human resource services) which are billed to the Company on a monthly basis in accordance with the Transition Services Agreement entered into and made effective as of the date of the Spin-off. As was the case prior to the Spin-off, these costs (excluding stock compensation) are included in the Company’s corporate expense and are fully allocated to the business segments. Certain other corporate expenses (primarily stock compensation, corporate aircraft ~~expenses.~~and one-time Spin-off related expenses) are reported as “unallocated” on the Company’s consolidated income statement and are not allocated to any business segment. As a result of the Spin-off the former transportation segment of the Company is reported as a discontinued operation and thus is not allowed 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. Reclassifications to the appropriate prior period line items and amounts have been made to be comparable to the current presentation.

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

Three Months ended
December 31,
2014 2013
Revenues:
Transportation $ 31,717 31,591
Mining royalty land 1,344 1,268
Developed property rentals 6,958 5,961
$ 40,019 38,820

Operating profit:

Transportation $ 2,752 1,948
Mining royalty land 1,200 1,128
Developed property rentals 2,858 2,366
Corporate expenses:
  Allocated to transportation (692 ) (492 )
  Allocated to mining land (281 ) (189 )
  Allocated to developed property (421 ) (283 )
  Unallocated (318 ) (354 )
(1,712 ) (1,318 )
$ 5,098 4,124

Interest expense:
Mining royalty land $ 40 26
Developed property rentals 432 285
$ 472 311

Capital expenditures:
Transportation (a) $ 2,463 8,731
Mining royalty land —   —
Developed property rentals:
  Capitalized interest 321 516
  Internal labor 99 95
  Real estate taxes 27 24
  Other costs 1,291 3,134
$ 4,201 12,500

~~(a)~~

~~Includes $3,397 related to the Pipeline Transportation, Inc.~~

~~acquisition during the three month period ended December 31,2013.~~

Depreciation, depletion and

amortization:
Transportation $ 2,261 2,030
Mining royalty land 31 28
Developed property rentals 1,834 1,599
Other 122 118
$ 4,248 3,775

	Three Months ended					Six Months ended
	March 31,					March 31,
		2015		2014			2015		2014
Revenues:
Asset management	$	7,330		6,580			14,087		12,340
Mining royalty land		1,335		1,226			2,679		2,494
Land development and construction		283		201			484		402
	$	8,948		8,007			17,250		15,236

Operating profit:
Asset management	$	3,187		2,840			6,573		5,548
Mining royalty land		1,191		1,068			2,391		2,196
Land development and construction		(739	)	(363	)		(1,267	)	(705	)
Corporate expenses:
Allocated to asset management		(236	)	(178	)		(426	)	(356	)
Allocated to mining royalty		(250	)	(189	)		(451	)	(378	)
Allocated to land development and construction		(140	)	(105	)		(251	)	(210	)
Unallocated		(692	)	(418	)		(984	)	(553	)
Unallocated to discontinued ops.		(162	)	(186	)		(1,081	)	(897	)
		(1,480	)	(1,076	)		(3,193	)	(2,394	)
	$	2,159		2,469			4,504		4,645

Interest expense: Asset management	$	620		310			1,065		599
Mining royalty land		-		-			-		-
Land development and construction		-		-			-		-
	$	620		310			1,065		599

December 31, September 30,
Identifiable net assets 2014 2014
  Transportation $ 59,230 59,465
  Mining royalty land 39,272 39,368
  Developed property rentals 211,412 211,556
  Cash items 895 1,013
  Unallocated corporate assets 1,601 1,669
$ 312,410 313,071

Depreciation, depletion and Amortization: Asset management	$	1,776	1,619	3,562	3,151
Mining royalty land		30	28	61	56
Land development and construction		72	46	138	92
	$	1,878	1,693	3,761	3,299


Capital expenditures:
Mining royalty land		—	—	-	-
Land development and construction and Asset Management:
Capitalized interest		248	477	569	993
Internal labor		85	100	184	195
Real estate taxes		39	16	66	40
Other costs		319	436	1,610	3,570
	$	691	1,029	2,429	4,798

		March 31,	September 30,
Identifiable net assets		2015		2014
Asset management	$	152,222		144,420
Mining royalty land		40,459		39,368
Land development and construction		57,459		67,136
Discontinued operations		-		59,465
Cash items		717		1,074
Unallocated corporate assets		1,228		1,608
	$	252,085		313,071

(4)Related Party Agreements with Patriot.In order to affect the Spin-off and govern our relationship with Patriot Transportation Holding, Inc. after the Spin-off, we entered into an Employee Matters Agreement and a Transition Services Agreement. The Employee Matters Agreement generally allocates responsibilities to each company for liabilities relating to each company’s current and former employees and allocated responsibilities under employee benefit plans. The Transition Services Agreement sets forth the terms on which Patriot is providing to FRP certain services that were shared prior to the Spin-off, including the services of certain shared executive officers, for a period of 12 or more months after the Spin-off.

The consolidated statements of income reflects charges and/or allocations from Patriot for these services of $643,000 and $890,000 for the three months ended March 31, 2015 and 2014, and $1,437,000 and $1,497,000 for the six months ended March 31, 2015 and 2014, respectively. Included in the charges above are amounts recognized for stock-based executive compensation expense. These charges are reflected within corporate expenses on the consolidated statements of income.

To determine these allocations between FRP and Patriot, we generally employed the same methodology historically used by the Company pre Spin-off to allocate said expenses and thus we believe that the allocations to FRP are a reasonable approximation of the costs related to FRP’s operations but any such related-party transactions cannot be presumed to be carried out on an arm’s-length basis as the terms were negotiated while Patriot was still a subsidiary of FRP.

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

	December 31,		September 30,		March 31,		September 30,
	2014		2014		2015		2014
Revolving credit (uncollateralized)	$	16,519		17,645	$	11,304		10,363
5.6% to 8.6% mortgage notes
5.6% to 7.9% mortgage notes
due in installments through 2027		44,470		45,593		42,184		45,593
		60,989		63,238		53,488		55,956
Less portion due within one year		4,537		4,534		4,049		4,534
	$	56,452		58,704	$	49,439		51,422

On ~~December 21, 2012,~~January 30, 2015, in connection with the Spin-off, the Company terminated its $55 million credit facility entered into with Wells Fargo Bank, N.A. in 2012 and simultaneously entered into a new five year credit agreement with Wells Fargo ~~Bank, N.A.~~ with a maximum facility amount of ~~$55 million (the "Credit Agreement"). The Credit Agreement provides a revolving credit facility (the “Revolver”) with a maximum facility amount of $40 million, with a~~ $20 million and a $10 million sublimit available for standby letters of credit. At September 30, 2014, prior to the Spin-off, the total amount outstanding on the credit facility was $17,645,000 of which the Company was allocated $10,363,000 and ~~a term loan~~Patriot was allocated $7,282,000. On the day of the spin-off the Company refinanced $10,483,000 into the Company’s new credit facility ~~of $15 million.~~and Patriot refinanced $5,142,000 into Patriot’s new credit facility. As of ~~December~~March 31, ~~2014, $16,519,000~~2015, there was ~~borrowed~~$11,304,000 outstanding on the Company’s new credit facility and $2,610,000 outstanding under ~~the Revolver, $6,805,000 in~~ letters of credit ~~was outstanding,~~ and ~~$31,676,000 was~~$6,086,000 available for ~~additional borrowing. The letters of credit were issued for insurance retentions~~borrowing and ~~to guarantee certain obligations to state agencies related to real estate development. Most of~~ the letters of credit are irrevocable for a period of one year and typically are automatically extended for additional one-year periods. The Revolver bears interest at a rate of 1.0% over the selected LIBOR, which may change quarterly based on the Company’s ratio of Consolidated Total Debt to Consolidated Total Capital, as defined. A commitment fee of 0.15% per annum is payable quarterly on the unused portion of the commitment. The commitment fee may also change quarterly based upon the ratio described above. The Credit Agreement contains certain conditions, affirmative financial covenants and negative covenants including limitations on paying cash dividends. As of December 31, 2014, $75,418,000 of consolidated retained earnings would be available for payment of dividends. The Company was in compliance with all ~~covenants as~~its loan covenants.

In January 2015 the Company prepaid the $1,314,000 remaining principal balance on 8.55% and 7.95% mortgages. The prepayment penalty of ~~December 31, 2014.~~$116,000 is included in interest expense. The remaining deferred loan costs of $15,000 were also included in interest expense.

The fair values of the Company’s mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities. At ~~December~~March 31, ~~2014,~~2015, the carrying amount and fair value of such ~~other~~ long-term debt was ~~$44,470,000~~$42,184,000 and ~~$48,581,000,~~$46,048,000, respectively.

~~(5)~~(6)Earnings per share. The following details the computations of the

basic and diluted earnings per common share (dollars in thousands, except per share amounts):

Three Months ended
December 31,
2014 2013
Weighted average common shares
outstanding during the period
- shares used for basic
earnings per common share 9,711 9,568

Common shares issuable under
share based payment plans
which are potentially dilutive 60 106

Common shares used for diluted
earnings per common share 9,771 9,674

Net income $ 2,793 2,341

Earnings per common share
Basic $ 0.29 0.24
Diluted $ 0.29 0.24

	Three Months ended				Six Months ended
	March 31,				March 31,
	2015		2014		2015		2014
Weighted average common shares
outstanding during the period
- shares used for basic
earnings per common share		9,749		9,619		9,730		9,593

Common shares issuable under
share based payment plans
which are potentially dilutive		69		88		83		97

Common shares used for diluted
earnings per common share		9,818		9,707		9,813		9,690

Income from continuing operations	$	845		1,312		1,976		2,478
Discontinued operations		516		392		2,179		1,566
Net income	$	1,361		1,704		4,155		4,044

Basic earnings per common share:


Income from continuing operations	$	0.09		0.14		0.20		0.26
Discontinued operations		0.05		0.04		0.23		0.16
Net income	$	0.14		0.18		0.43		0.42

Diluted earnings per common share:
Income from continuing operations	$	0.09		0.14		0.20		0.26
Discontinued operations		0.05		0.04		0.22		0.16
Net income	$	0.14		0.18		0.42		0.42

For the three and six months ended ~~December~~March 31, ~~2014, 69,175~~2015, 56,110 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three months and six months ended ~~December~~March 31, ~~2013,~~2014, 26,334 and 31,790 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per common share because their inclusion would have been anti-dilutive.

~~(6)~~(7)Stock-Based Compensation Plans.As more fully described in Note 7 to the Company’s notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended September 30, 2014, the Company’s stock-based compensation plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, and stock awards. The number of common shares available for future issuance was ~~455,205~~419,170 at ~~December~~March 31, ~~2014.~~2015.

As a result of the Spin-off and pursuant to the Employee Matters Agreement, we made certain adjustments to the exercise price and number of outstanding FRP stock options. All outstanding options held by the Company directors, Company officers and key employees on January 30, 2015 were cancelled and replaced by an equal number of FRP options at 75.14% of the previous exercise price based upon the market value of FRP less the when issued market value of the Company on that

day. For FRP officers additional options were issued rather than issuing Patriot options for the 24.86% market value attributed to Patriot. The adjusted stock options are subject to the same vesting conditions and other terms that applied to the original FRP award immediately prior to the Spin-off, except as otherwise described above.

Subsequent to Spin-off, the realized tax benefit pertaining to options exercised and the remaining compensation cost of options previously granted prior to the Spin-off will be recognized by FRP or Patriot based on the employment location of the related employee or director.

The Company recorded the following stock compensation expense (including unallocated to Patriot in periods prior to the Spin-off) in its consolidated statements of income (in thousands):

	Three Months ended				Three Months ended				Six Months ended
	December 31,				March 31,				March 31,
	2014		2013		2015		2014		2015		2014
Stock option grants	$	172		169	$	46		93		218		262
Annual director stock award		—		—		536		698		536		698
	$	172		169	$	582		791		754		960

A summary of changes in outstanding options is presented below (in thousands, except share and per share amounts):

				Weighted		Weighted		Weighted					Weighted	Weighted		Weighted
	Number			Average		Average		Average		Number			Average	Average		Average
	of			Exercise		Remaining		Grant Date		of			Exercise	Remaining		Grant Date
Options	Shares			Price	Term (yrs)			Fair Value		Shares			Price	Term (yrs)		Fair Value

Outstanding at
October 1, 2014	326,830		$	25.43		5.0	$	3,481		326,830		$	25.43	5.0	$	3,481
Spin-off adjustment																(865	)
Spin-off conversion										17,795			20.63			155
Granted	37,385		$	35.89			$	542		39,425		$	26.97		$	432
Forfeited	(6,000	)		14.97			$	(47	)	(6,000	)		14.97		$	(35	)
Exercised	(15,300	)	$	16.42			$	(119	)	(51,300	)	$	13.27		$	(297	)
Outstanding at
December 31, 2014	342,915		$	27.15		5.6	$	3,857
March 31, 2015										326,750		$	21.35	6.0	$	2,871
Exercisable at
December 31, 2014	258,257		$	25.43		4.6	$	2,642
March 31, 2015										234,847		$	20.21	5.1	$	1,884
Vested during
three months ended
December 31, 2014	35,081						$	409
six months ended
March 31, 2015										37,546					$	329

The aggregate intrinsic value of exercisable in-the-money options was ~~$3,586,000~~$3,083,000 and the aggregate intrinsic value of all outstanding in-the-money options was ~~$4,204,000~~$4,917,000 based on the market closing price of ~~$39.21~~$36.40 on ~~December~~March 31, ~~2014~~2015 less exercise prices. ~~Gains of $318,000 were realized by option holders during the three months ended December 31, 2014.~~

The realized tax benefit to the Company or Patriot from options exercised ~~for~~in the ~~three~~six months ended ~~December~~March 31, ~~2014~~2015 was ~~$123,000.~~$406,000. The unrecognized compensation cost of options granted but not yet vested as of ~~December~~March 31, ~~2014~~2015 was ~~$1,185,000,~~$823,000, which is expected to be recognized over a weighted-average period of ~~3.8~~3.6 years. Gains of $1,048,000 were realized by option holders during the six months ended March 31, 2015.

~~(7)~~(8)Contingent liabilities. Certain of the Company’s subsidiaries are involved in litigation on ~~a number of~~ matters and are subject to certain claims which arise in the normal course of business. The Company ~~has retained certain~~is fully insured and does not retain any self-insurance ~~risks~~risk with respect to losses for third party liability and property damage. There is a reasonable possibility that the Company’s estimate of vehicle and workers’ compensation liability for the transportation segment or discontinued operations may be understated or overstated but the possible range can not be estimated. The liability at any point in time depends upon the relative ages and amounts of the individual open claims. In the opinion of management, none of these matters are expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

Preliminary testing on the site of the Company's four phase master development known as Riverfront on the Anacostia in Washington, D.C. indicated the presence of contaminated ~~material~~soils that will have to be specially handled upon excavation in conjunction with ~~construction.~~construction of each phase. The Company ~~has~~previously agreed with our joint venture partner to bear the cost of handling the contaminated materials ~~on the first phase of this development~~ up to a cap of $1.871 million. WeIn connection with that agreement, the Company recorded an expense in the fourth quarter of fiscal 2012 of ~~$1,771,000~~$1.771 million for this environmental remediation ~~liability~~liability. During the quarter, the total cost of remediation on Phase I reached $2.024 million which is still within the ~~lower end~~projected budget for these remediation expenses as determined by our development partner. As a result, the Company recorded an additional $100,000 expense in this second quarter of 2015 in the ~~range~~Land Development and Construction segment and incurred a loss of ~~estimates.~~ $140,000 in equity in joint ventures as a result of our 77% pro rata share of these additional remediation costs incurred within the joint venture.

The Company has no obligation to remediate ~~this~~

the contamination on Phases II, III and IV of the development until such time as it makes a commitment to commence construction there. The Company's position is that the prior tenant on the property is contractually responsible for the cost of removal of the contaminated ~~materials.~~materials and we are continuing to pursue this claim. The Company's actual expense to address this issue may be materiallyhigher or lower than the expense previously recorded depending upon the actual costs incurred and any reimbursement that we receive from the priortenant.

~~(8)~~(9)Concentrations. ~~The transportation segment primarily serves customers~~Our Land Development and Construction and our Asset Management segments operate predominately in the ~~petroleum industry in the Southeastern U.S. Significant~~Baltimore/Northern Virginia/Washington DC market area and a significant economic ~~disruption or~~ downturn ~~in this geographic~~affecting that region ~~or these industries~~ could ~~have an adverse effect on~~adversely affect our financial ~~statements.~~results.

~~During~~Likewise, our Mining Royalty Land segment generates the ~~first three months~~predominance of ~~fiscal 2015,~~its revenue from mines in Florida and Georgia and is subject to the ~~transportation segment’s ten largest customers accounted for approximately 60.3%~~

effects of ~~the transportation segment’s revenue. One of~~economic downturns and construction cycles in these customers accounted for 22.2% of the transportation segment’s revenue. The loss of any one of these customers could have a material adverse effect on the Company’s revenues and income. Accounts receivable from the transportation segment’s ten largest customers was $4,443,000 and $4,075,000 at December 31, 2014 and September 30, 2014 respectively.

~~The mining royalty land~~markets. Additionally, this segment has one lessee that accounted for ~~63.4%~~63.9% of the segment’s revenues and $107,000 of accounts receivable at ~~December~~March 31, ~~2014.~~2015. The termination of certain of this lessee’s underlying leases or non-performance under the leases could have a material adverse effect on the segment.

The Company places its cash and cash equivalents with high credit quality institutions. At times, such amounts may exceed FDIC insured limits.

~~(9)~~(10)Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 means the use of quoted prices in active markets for identical assets or liabilities. Level 2 means the use of values that are derived principally from or corroborated by observable market data. Level 3 means the use of inputs that are unobservable and significant to the overall fair value measurement.

As of ~~December~~March 31, ~~2014~~2015, the Company had no assets or liabilities measured at fair value on a recurring basis or non-recurring basis. The fair value of all other financial instruments with the exception of mortgage notes (see Note 4)5) approximates the carrying value due to the short-term nature of such instruments. In addition, we believe the fair value of the amount outstanding pertaining to the revolver approximates the carrying value as the related debt agreement reflects present market terms and contains certain interest rates that reset periodically based on current market indices.

~~(10)~~(11) Real Estate Held for Sale. The Company and the buyer recently executed an amendment to extend the closing for the sale of phase two of the Windlass Run residential ~~property is scheduled~~sale from March 2015 to ~~close in~~ August of 2015 and increased the sales price by $188,000, to $11,188,000, to compensate the Company for ~~$11 million.~~the delay. Management believes this closing will occur on or before August 31, 2015. The book value of the property was ~~$4,609,000~~$4,698,000 as of

~~December~~ March 31, ~~2014~~2015 and ~~was~~is classified as real estate held for ~~sale as of December 31, 2014.~~sale.

~~(11)~~(12) Unusual or Infrequent Items Impacting Quarterly Results.

Operating profit includes expenses of ~~$450,000~~$107,000 and $307,000 in the ~~first~~second quarter and six months respectively of fiscal 2015 for non-recurring costs ~~incurred~~ related to the ~~planned spin-off~~Spin-off.

In January 2015 the Company prepaid the $1,314,000 remaining principal balance on 8.55% and 7.95% mortgages. The prepayment penalty of ~~the transportation group.~~

$116,000 is included in interest expense. The remaining deferred loan costs of $15,000 were also included in interest expense.

~~(12)~~(13) Investment in Riverfront and Brooksville Joint ~~Ventures~~. Ventures.

Riverfront.On March 30, 2012 the Company entered into a Contribution Agreement with MRP SE Waterfront Residential, LLC. (“MRP”) to form a joint venture to develop the first phase only of the four phase master development known as Riverfront on the Anacostia in Washington, D.C. The purpose of the Joint Venture is to develop, own, lease and ultimately sell an approximately 300,000 square foot residential apartment building (including approximately 18,000 square feet of retail) on ~~a portion~~approximately 2 acres of the roughly 5.82 acre site. The joint venture, Riverfront Investment Partners I, LLC (“Riverfront I)I”) was formed in June 2013 as contemplated. The Company contributed land with an agreed to value of $13,500,000 (cost basis of $6,165,000) and contributed cash of $4,866,000 to the Joint ~~Venture for~~Venturefor a 76.91% stake in the venture. MRP contributed capital of $5,553,000 to the joint venture including development costs paid prior to formation of the joint venture. The Joint Venture closed on $17,000,000 of EB5 secondary financing and a nonrecourse construction loan for $65,000,000 on August 8, 2014. Both these financing sources are non-recourse to FRP. Construction commenced in October 2014. At this point, the Company anticipates lease up ~~scheduled~~to occur in the second half of calendar 2016 and all of 2017. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting as MRP acts as the administrative agent of the joint venture and oversees and controls the day to day operations of the project.

~~A subsidiary~~Other income for the first six months of fiscal 2015 includes a loss of $162,000 representing the Company’s portion of the loss of this joint venture due primarily to expenses incurred in the joint venture this quarter with respect to the environmental remediation.

Brooksville. In 2006, the Company ~~(FRP) has~~entered into a Joint Venture Agreement with ~~Vulcan Materials Company (formerly~~ Florida Rock Industries, Inc.) (now owned by Vulcan Materials Company) to jointly own and develop approximately 4,300 acres of land near Brooksville, Florida. Under the terms of the joint venture, FRP contributed its fee interest in approximately 3,443 acres formerly leased to Vulcan under a long-term mining lease which had a net book value of $2,548,000. Vulcan is entitled to mine a portion of the property until 2022 and pay royalties ~~for~~to the benefit of FRP for as long as mining does not interfere with the development of the property. Real estate revenues included $65,000 of such royalties in the first quarter of fiscal 2015 and $52,000 in first quarter of fiscal 2014. Allocated depletion expense of $2,000 was included in real estate cost of operations for the three months ended December 31 2014.Company. FRP also contributed $3,018,000 for one-half of the acquisition costs of a 288-acre contiguous parcel. Vulcan contributed 553 acres that it owned as well as its leasehold interest in the 3,443 acres that it leased from ~~FRP.~~FRP and $3,018,000 for one-half of the acquisition costs of the 288-acre contiguous parcel. The joint venture is jointly controlled by Vulcan and FRP, and they each ~~had~~have a mandatory obligation to fund additional capital contributions of up to $2,380,000. Capital contributions of ~~$2,312,000~~$2,347,000 have been made by each party as of March

1316

~~each party as of December~~ 31, ~~2014.~~2015. Distributions will be made on a 50-50 basis except for royalties and depletion specifically allocated to ~~FRP.~~the Company. Other income for the first ~~three~~six months of fiscal 2015 includes a loss of ~~$8,000~~$18,000 representing the Company’s ~~equity in~~portion of the loss of ~~the~~this joint venture. In April 2011, the Florida Department of Community Affairs issued its Final Order approving the development of the Project, and zoning for the Project was obtained from Hernando County in August 2012. We will continue to monitor the residential market in Hernando County and pursue opportunities to partner with a master community developer or major homebuilder to commence construction when the market dictates.

Real estate revenues included $143,000 of royalties from the mining activities on this property in the six months ended March 31, 2015 and $98,000 in six months ended March 31, 2014. Allocated depletion expense of $3,000 was included in real estate cost of operations for the six months ended March 31, 2015.

Investments in Joint Ventures (in thousands):

							The								The
							Company's								Company's
				Total Assets	Net Loss		Share of Net					Total Assets	Net Loss		Share of Net
			Total	of the	of the		Loss of the				Total	of the	of the		Loss of the
	Ownership		Investment	Partnership	Partnership		Partnership		Ownership		Investment	Partnership	Partnership		Partnership
				(Unaudited)	(Unaudited)							(Unaudited)	(Unaudited)

As of December 31, 2014
As of March 31, 2015
Riverfront Holdings I, LLC	76.91	%	$ 11,144	$ 35,296	$ (22	)	$ (22	)	76.91	%	$ 11,146	$ 35,588	$ (198	)	$ (162	)
Brooksville Quarry, LLC	50.00	%	7,496	14,376	(16	)	(8	)	50.00	%	7,519	14,342	(36	)	(18	)
Total			$ 18,640	$ 49,672	$ (38	)	$ (30	)			$ 18,665	$ 49,930	$ (234	)	$ (180	)


As of September 30, 2014
Riverfront Holdings I, LLC	76.91	%	$ 11,031	$ 33,834	$ (89	)	$ (89	)	76.91	%	$ 11,031	$ 33,834	$ (89	)	$ (89	)
Brooksville Quarry, LLC	50.00	%	7,506	14,353	(78	)	(39	)	50.00	%	7,506	14,353	(78	)	(39	)
Total			$ 18,537	$ 48,187	$ (167	)	$ (128	)			$ 18,537	$ 48,187	$ (167	)	$ (128	)

Summarized Unaudited Financial Information for the Investments in Joint Ventures (in thousands):

As of
12/31/2014 9/30/2014

Cash $ 118 $ 208
Cash held in escrow 17,373 18,822
Amortizable Debt Costs 2,069 2,069
Investments in real estate, net. 30,112 27,088
   Total Assets $ 49,672 $ 48,187

Other Liabilities $ 1,703 $ 313
Long-term Debt 17,000 17,000
Capital – FRP 18,640 18,537
Capital - Third Parties 12,329 12,337
   Total Liabilities and Capital $ 49,672 $ 48,187
~~(13) Transportation Business Acquisition.~~ The Company’s transportation segment acquired certain assets of Pipeline Transportation, Inc. on November 7, 2013 for $10,023,000. Pipeline’s operations have been conducted in the Florida and Alabama markets. For the twelve month period ending June 30, 2013, Pipeline had gross revenues of just over $16,500,000.
The Company has accounted for this acquisition in accordance with the provisions of ASC 805, Business Combinations (ASC 805). The Company has allocated the purchase price of the business, through the use of a third party valuations and management estimates, based upon the fair value of the assets acquired and liabilities assumed as follows (in
As of
3/31/2015 9/30/2014

Cash $ 59 $ 208
Cash held in escrow 13,896 18,822
Amortizable Debt Costs 2,069 2,069
Investments in real estate, net. 33,906 27,088
   Total Assets $ 49,930 $ 48,187

Other Liabilities $ 1,947 $ 313
Long-term Debt 17,000 17,000
Capital – FRP 18,665 18,537
Capital - Third Parties 12,318 12,337
   Total Liabilities and Capital $ 49,930 $ 48,187
1417

~~thousands):~~(14) Discontinued operations.
Consideration:
Fair value of consideration transferred (cash paid)
$ (10,023 )

Acquisition related costs expensed $ 75

Recognized amounts of identifiable assets acquired and            liabilities assumed:
Property and  equipment $ 3,397
Prepaid tires and other prepaid assets 276
Customer relationships 4,004
Trade name 72
Non-compete agreement 62
Vacation liability assumed (132 )

     Total identifiable net assets assumed $ 7,679
Goodwill 2,344
     Total $ 10,023
The goodwill recorded resulting from the acquisition is tax deductible. The intangible assets acquired are reflected in the line Other assets, net on the consolidated balance sheets. In connection with the Pipeline acquisition, the Company assumed certain vehicle leases. As of December 31, 2014 these non-cancellable operating leases will require minimum annual rentals approximating $1,968,000 over the next 2.8 fiscal years.
~~(14) Subsequent Events.~~~~Spin-off of the Transportation Group~~
OnEffective January 30, 2015, we ~~completed~~spun off our ~~previously announced tax-free spin-off of the~~ transportation ~~business. The spin-off resulted in two independent,~~assets into a new, publicly traded ~~companies, with the transportation business being spun off to our shareholders as a newly-formed public company named~~entity, Patriot Transportation Holding, Inc. ~~(“New Patriot”). On~~The Company has accounted for the Patriot operations as discontinued operations for all periods presented. Shareholders’ equity was reduced by $34,241,000 due to this distribution on January 30, 2015. Comprehensive income of $40,000 was included in that amount.
The results of operations associated with discontinued operations for the three month and six month periods ended March 31, 2015 ~~our shareholders received one share of New Patriot for every three shares of FRP Holdings, Inc. held~~and 2014 were as follows (in thousands):
Three Months ended Six Months ended
March 31, March 31,
2015 2014 2015 2014
Revenue $ 10,083 31,900 41,800 63,491

Cost of operations 9,230 31,222 38,195 60,865
Operating profit 853 678 3,605 2,626
Interest expense (7 ) (35 ) (33 ) (58 )
Income before income taxes 846 643 3,572 2,568
Provision for income taxes 330 251 1,393 1,002
Income from discontinued
operations
$ 516 392 2,179 1,566

The components of the ~~close of business on the record date of January 9, 2015.~~balance sheet at September 30, 2014 are as follows (in thousands):
~~Holding Company Reorganization~~
In order to facilitate the spin-off of the transportation business, we completed an internal corporate reorganization in December 2014 in which all of the outstanding shares of Patriot Transportation Holding, Inc. were converted into an equal number of shares of FRP Holdings, Inc., which replaced Patriot Transportation Holding, Inc. as the new publicly traded holding company.
~~Agreements with New Patriot~~
In order to effect the spin-off and govern our relationship with New Patriot after the spin-off, we entered into a Separation and Distribution Agreement, a Tax Matters Agreement, an Employee Matters Agreement, and a Transition Services Agreement.
~~The Separation and Distribution Agreement governs the spin-off of the~~
Property and  equipment, net $ 42,174
Accounts receivable, net 7,119
Deferred costs 11,809
Other assets 32
     Assets of discontinued operation $ 61,134
Line of credit $ 7,282
Accounts payable and accrued liabilities 11,489
Deferred compensation 717
Deferred income taxes 8,924
     Liabilities of discontinued operation $ 28,412
1518

transportation business and the transfer of assets and other matters relating to our relationship with New Patriot. The Separation and Distribution Agreement provides for cross-indemnities between FRP and New Patriot and establishes procedures for handling indemnification claims.
~~The Tax Matters Agreement governs the respective rights, responsibilities and delegations of FRP and New Patriot with respect to taxes, tax returns and certain other tax matters.~~
The Employee Matters Agreement generally allocates responsibilities to each company for liabilities relating to each Company’s current and former employees and allocated responsibilities under employee benefit plans.
The Transition Services Agreement sets forth the terms on which New Patriot will provide to FRP certain services that were shared prior to the spin-off, including the services of certain shared executive officers, for a period of 18 months after the spin-off.
~~Equity Incentive Plans~~
As a result of the spin-off and pursuant to the Employee Matters Agreement, we made certain adjustments to the exercise price and number of outstanding FRP stock options. In general, each FRP option was converted into an adjusted FRP stock option and a New Patriot stock option. The exercise price and number of shares subject to each stock option were adjusted in order to preserve the intrinsic value of the original FRP stock option as measured immediately before and immediately after the spin-off, subject to rounding. The adjusted stock options are subject to the same vesting conditions and other terms that applied to the original FRP award immediately prior to the spin-off, except as otherwise described above.
~~New Credit Facilities~~
In connection with the spin-off, on January 30, 2015, we entered into a new five year credit agreement with Wells Fargo Bank N.A., that replaces FRP’s existing line of credit with Wells Fargo. The new credit agreement provides a $20 million revolving line of credit with a $10 million sublimit for stand-by letters of credit. The amounts outstanding under the credit agreement bear interest at a rate of 1.4% over LIBOR, which rate may change quarterly based on the Company’s ratio of consolidated total debt to consolidated total capital. A commitment fee of 0.15% per annum is payable quarterly on the unused portion of the commitment, which fee may change quarterly based on the ratio described above. The credit agreement contains certain conditions and financial covenants, including limitations on the payment of cash dividends that are based on the Company’s consolidated retained earnings. In connection with the new credit facilities, New Patriot assumed and refinanced approximately $5.1 million of indebtedness of the Company that was attributable to the transportation group.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial information and related notes that appear in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Overview –This section provides management's discussion and analysis of the financial condition and results of ~~operation~~operations ofFRP Holdings, Inc. ~~(the Company)~~ for the quarter ended ~~December~~March 31, ~~2014, when~~2015 as well as the ~~Company operated both transportation and real estate businesses.~~ first six months of fiscal year 2015.
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 Patriot Transportation Holding, Inc. (“Patriot” 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 ~~completed~~is reported as a discontinued operation without any corporate overhead allocation. Hence, all corporate overhead of the ~~tax-free~~transportation group through the date of the spin-off is included in “corporate expense” on the Company’s consolidated income statements herein.
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.
In order to affect the Spin-off and govern our relationship with Patriot after the Spin-off, we entered into a Separation and Distribution Agreement, a Tax Matters Agreement, an Employee Matters Agreement, and a Transition Services Agreement.
The Transition Services Agreement sets forth the terms on which Patriot will provide the Company certain services that were shared prior to the Spin-off, including the services of certain shared executive officers and the Accounting, HR and IT departments, for an initial period of 12 months after the Spin-off.
Following the completion of the spin-off of the transportation group to our shareholders. In order to facilitate the spin-off, we completed an internal corporate reorganization in December 2014 in which all outstanding shares of Patriot Transportation Holding, Inc. common stock were converted into an equal number of shares of common stock of our newly publicly traded holding company, FRP Holdings, Inc. In periods subsequent to the separation, the resultsbusiness on January 30, 2015, management conducted a strategic review of the transportation segment will be presented as discontinued operations in future periods when the operations no longer qualify as continuing operations under U.S. generally accepted accounting principles.
~~The~~ Company’s real estate ~~operations consist~~operations. As a result of ~~two reportable segments. The Mining royalty land segment owns real estate including construction aggregate royalty sites~~this review, information that the Company’s chief operating decision maker (its chief executive officer) regularly reviews for purposes of allocating resources and ~~parcels held for investment. The Developed property rentals segment acquires, constructs, leases, operates and manages office/warehouse buildings primarily~~assessing performance changed. Therefore, beginning in the Baltimore/Northern Virginia/Washington area, and holds real estate for future development or related to its developments. Substantially all of the real estate operations are conducted within the Southeastern and Mid-Atlantic United States.
The Company’s transportation business, Florida Rock & Tank Lines, Inc. is engaged in hauling primarily petroleum and other liquids and dry bulk commodities in tank trailers. Approximately 82% of our business consists of hauling petroleum products to convenience stores, truck stops and fuel depots. The remaining 18% of our business consists of hauling dry bulk commodities such as cement, lime and various industrial powder products and liquid chemicals. As of December 31, 2014, we employed 685 revenue-producing drivers who operated our fleet of 482 tractors and 588 trailers from our 21 terminals and 9 satellite locations in Florida, Georgia, Alabama, South Carolina, North Carolina and Tennessee.
The Company’s transportation segment acquired certain assets of Pipeline Transportation, Inc. on November 7, 2013 for $10,023,000. Pipeline’s operations have been conducted in the Florida and Alabama markets. For the twelve month period ending June 30, 2013, Pipeline had gross revenues of just over $16,500,000. In connection with the Pipeline acquisition,fiscal year 2015, the Company ~~assumed certain vehicle leases. These non-cancellable operating leases~~ will ~~require minimum annual rentals approximating $1,968,000 over~~report its financial performance based on the ~~next 2.8 fiscal years.~~three reportable segments described below. Beginning
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with the quarter ending March 31, 2015, our financial statements will reflect the new reporting structure with prior periods adjusted accordingly.
Our Mining and Royalties segment stays the same, but based on our strategic review the Developed Property Rentals segment has been broken down into an Asset Management segment and a Land Development and Construction segment to reflect how management now evaluates the real estate activities previously presented in the Developed Property Rentals segment. The Asset Management segment contains all the developed buildings capable of producing current rental income; the Land Development and Construction segments contains the remaining developable land not yet developed to its eventual highest and best use potential where the Company's focus is to add further entitlements, construct vertical improvements or market the property to third parties all in an effort to bring such property to income producing status or realization of its fair market value through sales or exchange. This Land Development and Construction segment is generally in a pre-income production state where objectives are long term capital investment for eventual production of long-term rental streams or capital investment to achieve highest potential market value for sale to third parties.
The Company’s operations are influenced by a number of external and internal factors. External factors include levels of economic and industrial activity in the United States and the Southeast, ~~driver availability~~construction activity and ~~cost, regulations regarding driver qualifications and hours of service, petroleum product usage in the Southeast which is driven in part by tourism and commercial aviation, fuel~~ costs, ~~construction activity,~~ aggregates sales by lessees from the Company’s mining properties, interest rates, market conditions ~~and attendant prices for casualty insurance, demand for commercial warehouse space~~ in the ~~Baltimore-Washington-Northern Virginia~~Baltimore/Northern Virginia/Washington DC area, and our ability to obtain zoning and entitlements necessary for property development. Internal factors include ~~revenue mix, capacity utilization, auto and workers’ compensation accident frequencies and severity, other operating factors,~~ administrative costs and group health claims experience, and construction costs of new projects. There is a reasonable possibility that the Company’s estimate of vehicle and workers’ compensation liability for the transportation group may be understated or overstated but the possible range cannot be estimated. The liability at any point in time depends upon the relative ages and amounts of the individual open claims.experience. Financial results of the Company for any individual quarter are not necessarily indicative of results to be expected for the year.

~~Comparative Results of Operations for the Three months ended December 31, 2014 and 2013~~
~~Financial Highlights of the First Quarter 2015~~
~~• Net income improved to $2,793,000, or $.29 per diluted share, a 19.3% improvement over the first quarter of fiscal 2014.~~
~~• Revenues increased 3.1% quarter over quarter and increased in each of our operating segments.~~
~~• Operating profit in our Transportation segment was positively impacted by lower fuel costs and improved revenue per mile, partly offset by spin-off costs and higher health claims.~~
~~• Revenues for the Developed Properties rental segment improved partly due to the occupancy of recently acquired or completed buildings.~~
~~• Spin-off costs of $450,000 were incurred during first quarter of fiscal 2015.~~
~~• Interest expense was up due to lower capitalized interest.~~
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~~Transportation Results~~
Three months ended December 31
(dollars in thousands) 2014 % 2013 %

Transportation revenue $ 27,292 86.0 % 26,490 83.9 %
Fuel surcharges 4,425 14.0 % 5,101 16.1 %

Revenues 31,717 100.0 % 31,591 100.0 %

Compensation and benefits 11,983 37.8 % 11,596 36.7 %
Fuel expenses 6,005 18.9 % 7,283 23.1 %
Operating & repairs 2,951 9.3 % 3,149 10.0 %
Insurance and losses 2,839 9.0 % 2,475 7.8 %
Depreciation expense 2,108 6.6 % 1,968 6.2 %
Rents, tags & utilities 941 3.0 % 771 2.4 %
Sales, general & administrative 2,322 7.3 % 2,386 7.6 %
Allocated corporate expenses 692 2.2 % 492 1.6 %
(Gain) Loss on equipment sales (184 ) -0.6 % 15 0.0 %

Cost of operations 29,657 93.5 % 30,135 95.4 %

Operating profit $ 2,060 6.5 % 1,456 4.6 %
Transportation segment revenues increased ..4% over the first quarter of fiscal 2014 as revenue miles, loads and average haul length were essentially flat quarter over quarter. Revenue per mile increased 0.4% over the same period last year due to improved rates mostly offset by lower fuel surcharge revenue as a result of the falling price of diesel fuel.
Fuel surcharge revenue decreased 2.1% as a percentage of total revenue due to fuel surcharge adjustments being based on the lower cost of diesel fuel. With diesel fuel prices declining in the first quarter 2015, the Company benefited from the time delay between fuel price changes and the effective date of the fuel surcharge adjustments. We continued to increase our business with customers with higher base rates and lower fuel surcharges. We believe that it is generally not meaningful to compare changes in fuel surcharge revenue as a percentage of total revenue between reporting periods.Asset Management ~~monitors revenue per mile, which includes fuel surcharges, to analyze effective pricing trends.~~Segment.

The ~~transportation segment’s operating ratio~~Asset Management segment owns, leases, manages and operates warehouse/office buildings located predominately in the ~~first quarter of fiscal 2015 improved to 93.5% compared to 95.4% in the same period last year. The lower operating ratio was attributable~~Baltimore/Northern Virginia/Washington, DC market area. We focus primarily on owning flexible type facilities that cater to the ~~increase~~maximum number of tenant types. As most of our buildings are less than 150,000 square feet, we focus on local and regional vs. national tenants. Hands-on service provided by our in-house construction and property management teams keeps us close to our tenant base. These practices are the cornerstone of our mission to provide the highest quality product and services at cost efficient and competitive rates resulting in ~~revenue per mile~~tenant satisfaction and a 4.2% decrease in fuel expense as a percentage of revenue. The average price paid per gallon of diesel fuel decreased by 16.8% over the same period in fiscal 2014. Fuel expense net of fuel surcharge revenue was down $602,000 or 1.9% of revenue. The quarter also was impacted by the following expense changes:
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~~• Compensation and benefits increased 1.1% as a percentage of revenues due to $122,000 higher driver training pay and increased terminal support wages.~~ultimately retention.

~~• Operating~~These assets create revenue and ~~repairs expenses decreased .7% as a percentage of revenues due primarily to a $30,000 decrease~~cash flows through tenant rental payments, lease management fees and reimbursements for building operating costs. The major cash outlays incurred in ~~driver travel and housing costs for out-of-town drivers and $98,000 decrease in rigging expense related to the Pipeline acquisition.~~
~~• Insurance and losses increased 1.2% as a percentage of revenues due to $201,000 higher health insurance claims, higher liability premiums and higher actuary estimates of losses.~~
~~• Depreciation, rents, tags and utilities increased 1.0% as a percentage of revenue due primarily to the higher cost of new tractors and the addition of leased tractors in the Pipeline acquisition.~~
~~• Sales, general and administrative and allocated corporate increased .3% as a percent of revenue primarily due to the allocation of $200,000 of spin-off related costs.~~
~~• Gains on equipment sales increased ..6% as a percentage of revenues during the quarter primarily due to the same quarter last year including losses on wrecked equipment.~~
~~Mining Royalty Land Results~~
Three months ended December 31
(dollars in thousands) 2014 % 2013 %

Mining royalty land revenue $ 1,344 100 % 1,268 100 %

Property operating expenses 113 9 % 118 9 %
Depreciation and depletion 31 2 % 28 2 %
Management Company indirect - 0 % (6 ) 0 %
Allocated corporate expenses 281 21 % 189 15 %

Cost of operations 425 32 % 329 26 %

Operating profit $ 919 68 % 939 74 %
~~Mining royalty land~~this segment ~~revenues for the first quarter of fiscal 2015 were $1,344,000, an increase of $76,000 or 6.0% over the same quarter last year due to increased tons mined.~~
The mining royalty land segment’s cost of operations was $425,000 in the first quarter of 2015, an increase of $96,000 over the same quarter last year due primarily to spin-off related costs included in allocated corporate expenses.are
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~~Developed Property Rentals Results~~for operating expenses, real estate taxes, building repairs, lease commissions and other lease closing costs, construction of tenant improvements, capital to acquire existing operating buildings and closing costs related thereto and the personnel costs of our in-house construction and property management teams. Most of these buildings were constructed by us through our Land Development and Construction segment. Additionally, over the years, we have opportunistically acquired existing operating buildings, typically in connection with a 1031 exchange opportunity. Today, this segment consists of just over 3.6 million square feet.
Three months ended December 31
(dollars in thousands) 2014 % 2013 %

Developed property rentals revenue $ 6,958 100 % 5,961 100 %

Property operating expenses 1,952 28 % 1,609 27 %
Depreciation and amortization 1,796 26 % 1,599 27 %
Management Company indirect 352 5 % 387 6 %
Allocated corporate expenses 421 6 % 283 5 %

Cost of operations 4,521 65 % 3,878 65 %

Operating profit $ 2,437 35 % 2,083 35 %

~~Developed property rentals~~Management focuses on several factors to measure our success on a comparative basis in this segment. The major factors we focus on are (1) revenue growth, (2) growth in occupied square feet, (3) actual occupancy rate, (4) average annual occupied square feet, (5) average annual occupancy rate (defined as the occupied sf at the end of each month during a fiscal year divided by the number of months to date in that fiscal year as a percentage of the average number of square feet in the portfolio over that same time period), (6) growth of our portfolio (in square feet), and (7) tenant retention success rate (as a percentage of total square feet to be renewed).
Asset Management segment – six months ended March 31, 2015 March 31, 2014
Revenues $7,330,748 $6,579,382
Occupied square feet 3,198,200 3,054,703
Overall occupancy rate 88.8% 89.8%
Average annual occupied sf 3,273,682 2,984,365
Average annual occupancy rate 91.4% 89.9%
Portfolio square feet 3,602,159 3,402,629
Retention Success rate 71% 66%
Mining Royalty Lands Segment.
Our Mining Royalty Lands segment ~~revenues~~owns several properties comprising approximately 15,000 acres currently under lease for mining rents or royalties. Other than one location in Virginia, all of these properties are located in Florida and Georgia. The typical lease in this segment requires the ~~first quarter of fiscal 2015 were $6,958,000, an increase of $997,000 or 16.7% primarily due~~tenant to ~~revenue~~pay us a royalty based on the ~~125,550 square foot build to suit building completed and occupied~~number of tons of mined materials sold from our property during a given fiscal year multiplied by a percentage of the second quarter of fiscal 2014, the 129,850 square foot build to suit building completed and occupied in November 2014 and revenue on the 2 buildings added June 2014 related to the purchase of Kelso Business Park. Occupancy at December 31, 2014 was 92.8% as compared to 89.2% at December 31, 2013.average sales price per ton sold. As a result of this royalty payment structure, we do not bear the ~~increased buildings-in-service platform average square feet occupied during~~cost risks associated with the ~~quarter increased 341,780 or 11.6% versus~~mining operations, however, we are subject to the ~~same quarter last year.~~
~~Developed~~cyclical nature of the construction markets in these States as both volumes and prices tend to fluctuate through those cycles. In certain locations, typically where the reserves on our property ~~rentals segment’s cost of operations was $4,521,000~~have been depleted but the tenant still has a need for the leased land, we collect a fixed annual rental amount. We believe strongly in the first quarter of 2015, an increase of $643,000 or 16.6% over the same quarter last year. Property operating expenses increased $343,000 primarily due to higher property taxes. Depreciation and amortization increased $197,000 primarily due to thepotential for future growth in construction in these two newly completed build to suit buildings and the purchase of Kelso Business Park reduced by certain tenant improvements becoming fully depreciated. Management Company indirect expenses (excluding internal allocations for lease related property management and construction fees) decreased $35,000. Allocated corporate expenses increased $138,000 primarily due to allocation of spin-off related costs.
~~Consolidated Results~~
~~Operating Profit~~-~~Consolidated operating profit was $5,098,000~~States which directly benefits our profitability in the first quarter of fiscal 2015, a 23.6% increase over the same period last year. Operating profit in the transportation segment increased $604,000 or 41.5% primarily due to the net impact of lower fuel costs and improved revenue per mile, partly offset by spin-off costs and higher health claims. Operating profit in the mining royalty land segment decreased $20,000 or 2.1% primarily due to an increase in allocated spin-off corporate expenses mitigated by an increase in tons mined. Operating profit in the Developed property rentals segment increased $354,000 or 17.0% due to the 125,550 square foot build tothis segment.
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~~suit~~The major expenses in this segment are comprised of collection and accounting for royalties, management’s oversight of the mining leases, land entitlement for post-mining uses and property taxes at our non-leased locations and at our Grandin location which, unlike our other leased mining locations, are not paid by the tenant. As such, our costs in this business are very low as a percentage of revenue, are relatively stable and are not affected by increases in production at our locations. Our current mining tenants include Vulcan Materials, Martin Marietta and Cemex, among others.
Additionally, these locations provide us with excellent opportunities for valuable “2nd lives” for these assets through proper land planning and entitlement. Examples of this are (i) the 4,200 acre Brooksville, Florida property that we recently entitled as a development of regional impact for a large mixed-use development with our joint venture partner, Vulcan Materials, (ii) the 105 waterfront lots approved for future development at our Ft. Myers, Florida location (iii) the mined out Gulf Hammock quarry, approximately 1,600 acres inclusive of several large lakes resulting from the mining operations, which we currently have listed for sale and (iv) our Lakeside Business park in Maryland which at one time was a 135 acre sand and gravel mining operation.
Land Development and Construction Segment.
Through our Land Development and Construction segment, we own and are continuously monitoring for their “highest and best use” several parcels of land that are in various stages of development. Our overall strategy in this segment is to convert all of our non-income producing lands into income production through (i) an orderly process of constructing new warehouse/office buildings for us to own and operate or (ii) a sale to third parties.
Revenues in this segment are generated predominately from land sales and interim property rents. The significant cash outlays incurred in this segment are for land acquisition costs, entitlement costs, property taxes, design and permitting, the personnel costs of our in-house management team and horizontal and vertical construction costs.
Since 1990, one of our primary strategies in this segment has been to acquire, entitle and ultimately develop commercial/industrial business parks providing 5–15 building pads which we typically convert into warehouse/office buildings for our Asset Management segment to own and operate. To date, our management team has converted 26 of these pads into developed buildings that we continue to own and manage through the Asset Management segment. Our typical practice has been to transfer these assets to the Asset Management segment on the earlier to occur of (i) commencement of rental revenue or (ii) issuance of the certificate of occupancy. We have also opportunistically sold several of these pad sites over time to third party “users”.
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The remaining pad sites in our inventory today are fully entitled, located in business parks in four different submarkets in the DC/Baltimore/Northern Virginia area, and can support an additional 1.2 million sf. of warehouse/office buildings.
Summary of Our Remaining Lot Inventory:
Location Acreage SF +/- Status (LET’S DISCUSS THESE)
Lakeside, MD 20 266,530 Horizontal development completed. Ready for vertical permitting.
Windlass Run Business Park, MD 37 386,626 Horizontal development completed. Permitting submitted for 150,000 sf warehouse/office building with the balance ready for further vertical permitting.
Patriot Business Center, Manassas, VA 23 198,150 Horizontal development completed. Ready for vertical permitting.
Hollander 95 Business Park, MD 33 345,750 Horizontal development completed. Permitting received for 80,000 sf warehouse/office building with the balance ready for vertical permitting.
Total 113 1,197,056
Most recently in this segment we completed a third build-to-suit building for the same tenant at our Patriot Business Park and ~~occupied~~transferred that asset to the Asset Management segment on or about November 2014 when the building was approved for occupancy. We also submitted plans for vertical construction for one warehouse/office building at each of our Hollander and Windlass Run business parks. Having sites ready for vertical construction has rewarded us in the past. It is the main reason why we were able to convert 3 of our finished pads at Patriot Business Park into build-to-suit opportunities for a Fortune 500 company in 2012, 2013 and 2014. We will continue to actively monitor these submarkets where we have lots ready for construction and take advantage of the opportunities presented to us.
In addition to the inventory of finished building lots, we have several other properties that were either spun-off to us from Florida Rock Industries in 1986 or acquired by us from unrelated 3rd parties. These properties, as a result of our “highest and best use” studies, are being prepared for income generation through sale or joint venture with third parties, and in certain cases we are leasing these properties on an interim basis for an income stream while we wait for the development market to ripen.
Our strategy when selling parcels outright is to attempt to convert the proceeds into income producing real estate for our Asset Management segment through a Section 1031 exchange. An example of
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this would be the Windlass Run residential land whereby we sold phase 1 for $8 million and used the proceeds in a Section 1031 exchange to acquire our Transit business park in 2013.
An example of property in this segment being developed through joint venture is Phase I of the Riverfront on the Anacostia project which was contributed to a joint venture with MRP in 2014 and is now under construction as a 305 unit apartment building including 18,000 sf of ground floor retail.
As of March 31, 2015, we have one property in this segment (Windlass Run residential phase II) under contract for sale and expect that transaction to close on or before August 31, 2015 for $11,187,754. In this quarter, we entered into a long term ground lease on a 3.6 acre parcel at our Hollander business park for use by the tenant as a compressed natural gas filling station. Rent will commence when all of the entitlements are complete and the facility placed into service, estimated to be during the 4^th quarter of fiscal 2015. We will continue to hold this property in this segment as Management believes it is not appropriate to move it to Asset Management segment due to this being a ground lease versus an operating warehouse/office.
Significant Investment Lands Inventory:
Location Approx. Acreage Status NBV
Riverfront on the Anacostia Phase I 2.1 Phase I under construction $11,146,000
Riverfront on the Anacostia Phases II-IV 3.7 Phase II design approval plans to be submitted to Zoning Commission prior to December, 2016. $10,680,000
Windlass Run residential (Phase 2) 74 Under contract for sale to 3^rd party for $11.188M, closing expected August 2015 $4,698,000
Hampstead Trade Center, MD 117 Residential studies ongoing $7,115,000
Square 664E,on the Anacostia River in DC 2 Under lease to Vulcan Materials as a concrete batch plant through 2021 with one 5 year renewal option. $4,359,000
Total 199 $37,998,000

RIVERFRONT ON THE ANACOSTIA:
This property consists of 5.8 acres on the Anacostia River and is immediately adjacent to the Washington National’s baseball park in the SE Central Business District of Washington, DC. Once zoned for industrial use and under a ground lease, this property is no longer
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under lease and has been re-zoned for the construction of approximately 1.1M square feet of “mixed-use” development in four phases. In 2014, approximately 2.1 acres (Phase I) of the total 5.8 acres was contributed to a joint venture owned by the Company (77%) and our partner, MRP Realty (23%), and construction commenced in October, 2014 on a 305 unit residential apartment building with approximately 18,000 sq. ft. of first floor retail space. Lease up is expected to commence in 2016 and continue through 2017. Phases II, III and IV are slated for residential, office, and hotel/residential buildings, respectively, all with permitted first floor retail uses. In accordance with our Master Planned Unit Development (PUD) approval, the next step for development of Phase II requires us to submit plans to the Zoning Commission for final design approval within two years of issuance of the construction permit for Phase I (i.e. by December of 2016).
WINDLASS RUN RESIDENTIAL:
We originally purchased this 179 acre tract for $5.2 million in 2002. When purchased, the entire parcel was zoned for commercial/industrial uses. Today, some 70 acres of this original tract makes up our Windlass Run Business Park. We successfully rezoned the remaining acreage for medium density residential development and on April 17, 2013, we entered into a contract to sell the residential portion of the property for $19 million. Phase I of the sale closed within the quarter ending September 30, 2013 for $8.0 million and the proceeds of this sale were used in a Section 1031 exchange to acquire the Transit Business Park. Phase II of the sale is scheduled for settlement in August 2015 for $11 million.
HAMPSTEAD TRADE CENTER:We purchased this 117 acre tract in 2005 for $4.3 million in a Section 1031 exchange with plans of developing it as a commercial business park. The “great recession” caused us to reassess our plans for this property. As a result, Management determined that the prudent course of action is to attempt to rezone the property for residential uses and sell the entire tract to another developer such that we can redeploy this capital into an asset with more near-term income producing potential. Residential studies are on-going today.
SQUARE 664E, WASHINGTON, DC
This property sits on the Anacostia River at the base of South Capitol Street in an area named Buzzard Point, approximately 1 mile down river from our RiverFront on the Anacostia property. The Square 664E property consists of approximately 2 acres and is currently under lease to Vulcan Materials for use as a concrete batch plant. The lease terminates on August 31, 2021 and Vulcan has the option to renew for one additional period of five (5) years. In the quarter ending December 31, 2014, the District of Columbia announced that it had selected Buzzard Point for the future site of the new DC United major league soccer stadium. The selected stadium location, consisting of approximately 5 acres of land, is separated from our property by just one small industrial lot and two side streets.
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Comparative Results of Operations for the Three months ended March 31, 2015 and 2014
Consolidated Results
Three Months ended
March 31,
2015 2014 Change %
Operating profit:

Asset management $ 2,951 2,662 289 10.9%
Mining royalty land 941 879 62 7.1%
Land development and construction (879 ) (468 ) (411 ) (87.8% )
Unallocated corporate expense (692 ) (418 ) (274 ) (65.6% )
Unallocated to discontinued ops. (162 ) (186 ) 24 12.9%
$ 2,159 2,469 (310 ) (12.6% )

For the second quarter ~~2014, the 129,850 square foot build to suit building completed and occupied in first quarter~~of fiscal 2015, ~~and lower professional fees offset by higher property taxes and allocated spin-off corporate expenses. Consolidated~~consolidated operating profit ~~includes corporate expenses not allocated to any segment~~was $2,159,000 in the ~~amount of $318,000 in the first~~second quarter of fiscal 2015, a decrease of ~~$36,000~~$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 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 of Directors (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 and shown above as “unallocated to discontinued operations”; (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
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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 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.
Post Spin-off we are reporting any net gain/(loss) from the transportation business as “discontinued operations” and in the quarter we received a net benefit to after tax net income of $124,000 this quarter versus the same quarter last year.
Asset Management Segment Results
Highlights of the Second Quarter 2015:
Operating profit was $2,951,000 in the quarter, up $289,000 over the same quarter last year on $750,000 more in revenue.
Our overall occupancy rate was down 1.1% versus the same time last fiscal year but our total square feet occupied rose by 143,497.
Three months ended March 31
(dollars in thousands) 2015 % 2014 % Change %

Rental revenue $ 5,755 78.5 % $ 5,177 78.7 % $ 578 11.2 %
Revenue-reimbursements 1,575 21.5 % 1,403 21.3 % 172 12.3 %

Total revenue 7,330 100.0 % 6,580 100.0 % 750 11.4 %

Depreciation, depletion and
amortization
1,776 24.2 % 1,619 24.6 % 157 9.7 %
Operating expenses 1,526 20.8 % 1,398 21.2 % 128 9.2 %
Property taxes 696 9.5 % 545 8.3 % 151 27.7 %
Management company indirect 145 2.0 % 178 2.7 % (33) -18.5 %
Corporate expense 236 3.2 % 178 2.7 % 58 32.6 %

Cost of operations 4,379 59.7 % 3,918 59.5 % 461 11.8 %

Operating profit $ 2,951 40.3 % $ 2,662 40.5 % $ 289 10.9 %
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 adding additional square feet to this segment resulting in higher depreciation, operating expenses and property taxes partially offset by higher tenant reimbursements and higher corporate expenses due mainly to higher corporate bonus accruals and higher corporate medical claims. Operating profit in this quarter was $2,951,000 versus $2,662,000 in the same quarter last year, an 11% increase.
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Mining Royalty Land Results
Highlights of the Second Quarter 2015:
Royalty and rents revenue were up $112,000 as tons mined increased by 15%.
Three months ended March 31
(dollars in thousands) 2015 % 2014 %

Royalty and rents $ 1,315 98.5 % 1,203 98.1 %
Revenue-reimbursements 20 1.5 % 23 1.9 %

Total revenue 1,335 100.0 % 1,226 100.0 %

Depreciation, depletion and
amortization
30 2.3 % 28 2.3 %
Operating expenses 59 4.4 % 66 5.4 %
Property taxes 55 4.1 % 58 4.7 %
Management company indirect — 0.0 % 6 0.5 %
Corporate expense 250 18.7 % 189 15.4 %

Cost of operations 394 29.5 % 347 28.3 %

Operating profit $ 941 70.5 % $ 879 71.7 %
Royalty and rental revenue 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. We believe 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 Results
Highlights of the Second Quarter 2015:
Extended the closing date on Windlass Run residential from March 2015 to August 2015 and increasing the purchase price payable to the Company by $188,000 for said extension.
Executed a 10 year ground lease on a 3.6 acre developed lot at Hollander Business Park to be used as a compressed natural gas filling station.
Submitted construction drawings for new warehouse buildings at both Hollander (permit received in the quarter) and Windlass Run business parks.
Substantially completed all horizontal development at both Hollander and Patriot Business parks.
Recorded a $100,000 expense related to environmental remediation at Riverfront on the Anacostia Phase I.
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Three months ended March 31
(dollars in thousands) 2015 2014 Change

Rental revenue $ 124 $ 114 $ 10
Revenue-reimbursements 159 87 72

Total revenue 283 201 82

Depreciation, depletion and
amortization
72 46 26
Operating expenses 170 23 147
Property taxes 483 276 207
Management company indirect 297 219 78
Corporate expense 140 105 35

Cost of operations 1,162 669 493

Operating loss $ (879 ) $ (468 ) $ (411 )
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 potential repairs to be made 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 (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 no longer on-going at Patriot and Hollander business parks this quarter.
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Comparative Results of Operations for the Six Months ended March 31, 2015 and 2014
Consolidated Results
Six Months ended
March 31,
2015 2014 Change %
Operating profit:

Asset management 6,147 5,192 955 18.4%
Mining royalty land 1,940 1,818 122 6.7%
Land development and construction (1,518 ) (915 ) (603 ) (65.9% )
Unallocated corporate expense (984 ) (553 ) (431 ) (77.9% )
Unallocated to discontinued ops. (1,081 ) (897 ) (184 ) (20.5% )
$ 4,504 4,645 (141 ) (3.0% )

For the first six months of fiscal 2015, consolidated operating profit was $4,504,000 (negatively impacted by $1,081,000 of corporate expense not allocable to discontinued operations), a decrease of $141,000 or 3% compared to $4,645,000 (negatively impacted by $897,000 of corporate expense not allocable to discontinued operations) in the same period last year.

~~(Loss) Gain on investment land sold –~~~~Loss on investment land sold~~For the six months ended March 31, 2015, total revenues for the first quarter of fiscal 2015 included $17,000 in completion costs related to gains recorded in fiscal 2014. Gain on investment land sold for the first quarter of fiscal 2014 included $56,000 of deferred profits on prior year land sales.
~~Interest expense~~ ~~– Interest expense increased $161,000~~Company were $17,250,000, up $2,014,000, or 13%, over the same ~~quarter~~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 of Directors, (iii) $89,000 in bonus accruals and (iv) $64,000 in higher corporate medical claims. Additionally, our cost of operations are up generally due to (i) increased depreciation expense ($462,000) and (ii) 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 (iii) higher operating expenses ($274,000) due in large part to the exploratory work on the bulkhead at 664E during this period and the environmental remediation expenses on Anacostia on the Riverfront Phase I.
Our interest expense is up $466,000 over the same period last year due to ~~lower~~$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
30
outstanding debt due to lower balances.
Post Spin-off we are reporting any net gain/(loss) from the transportation business as “discontinued operations” and in the period we received a ~~declining mortgage principal balance. The amount~~net benefit to after tax net income of ~~interest capitalized on real estate projects under development was $195,000 lower than~~$613,000 this period versus the same ~~quarter~~period last year. Despite the $2,014,000 increase in revenues, our consolidated net income for the Company in the first six months of fiscal 2015 was only up $111,000 due to the additional expenses outlined above.

~~Income taxes~~ ~~– Income tax expense increased $289,000~~Asset Management Segment Results
Highlights of the first six months of 2015:
Average annual occupancy year to date is 91.4% versus 89.9% in the same period a year ago which translates to an additional 289,317 square feet occupied this period versus the same period last year, a 9.7% increase.
Tenant retention rate was 71% relative to square feet eligible for renewal in the period.
Our portfolio has grown from 3,402,629 to 3,602,159 sf since March 31, 2014 with the additions of 199,530 sf to the segment as a result of the latest build-to-suit at Patriot Business Park and the acquisition of the Kelso buildings.
Six months ended March 31
(dollars in thousands) 2015 % 2014 % Change %

Rental revenue $ 11,499 81.6 % $ 10,146 82.2 % $ 1,353 13.3 %
Revenue-reimbursements 2,588 18.4 % 2,194 17.8 % 394 18.0 %

Total revenue 14,087 100.0 % 12,340 100.0 % 1,747 14.2 %

Depreciation, depletion and
amortization
3,562 25.3 % 3,151 25.5 % 411 13.1 %
Operating expenses 2,201 15.7 % 2,211 17.9 % (10 ) -0.4 %
Property taxes 1,452 10.3 % 1,064 8.6 % 388 36.6 %
Management company indirect 299 2.1 % 366 3.0 % (67) -18.3 %
Corporate expense 426 3.0 % 356 2.9 % 70 19.7 %

Cost of operations 7,940 56.4 % 7,148 57.9 % 792 11.1 %

Operating profit $ 6,147 43.6 % $ 5,192 42.1 % $ 955 18.4 %
Rental revenues in this segment were up $1,353,000 over the same ~~quarter~~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 due to higher ~~earnings compared to~~bonus accruals. Operating profit was up $955,000 over the same ~~quarter~~period last ~~year.~~year, an 18% increase.
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Mining Royalty Land Results

~~Net income -~~ ~~Net income improved to $2,793,000, or $.29 per diluted share, a 19% improvement~~Highlights of the first six months of 2015:
Royalty and rents revenue were up $187,000 as tons mined increased by 16% over the same period last year.
Six months ended March 31
(dollars in thousands) 2015 % 2014 %

Royalty and rents $ 2,635 98.4 % 2,448 98.2 %
Revenue-reimbursements 44 1.6 % 46 1.8 %

Total revenue 2,679 100.0 % 2,494 100.0 %

Depreciation, depletion and
amortization
61 2.3 % 56 2.2 %
Operating expenses 114 4.3 % 121 4.9 %
Property taxes 113 4.2 % 121 4.9 %
Management company indirect — 0.0 % — 0.0 %
Corporate expense 451 16.8 % 378 15.1 %

Cost of operations 739 27.6 % 676 27.1 %

Operating profit $ 1,940 72.4 % $ 1,818 72.9 %
Royalty and rental revenue in this segment were $2,635,000, up $185,000, a 7.5% 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 past year. We believe that mining volumes will continue to increase at our locations as construction activity in Florida and Georgia continues to improve following the “great recession”.
Land Development and Construction Segment Results
Highlights of the first ~~quarter~~six months of ~~fiscal 2014.~~2015:
Construction commenced on Phase 1 of Riverfront on the Anacostia and completion is slated for the fall of 2016.
Completed construction of the third build-to-suit building at Patriot Business Park and transferred the asset to our Asset Management segment.
Filed construction permit drawings for a new warehouse building at both Hollander and Windlass Run business parks.
Leased a 3.6 acre parcel of land at our Hollander Business Park under a 10 year term ground lease for use as a compressed natural gas filling station.
Commenced an exploratory program with respect to potential improvements to the bulkhead on the 664E property which will
32
enhance the use and functionality of the property for its ultimate highest and best use development following termination of the interim lease with Vulcan Materials.
Recorded a $100,000 expense related to environmental remediation at Riverfront on the Anacostia Phase I.
Six months ended March 31
(dollars in thousands) 2015 2014 Change

Rental revenue $ 248 $ 245 $ 3
Revenue-reimbursements 236 157 79

Total revenue 484 402 82

Depreciation, depletion and
amortization
138 92 46
Operating expenses 354 63 291
Property taxes 763 534 229
Management company indirect 496 418 78
Corporate expense 251 210 41

Cost of operations 2,002 1,317 685

Operating loss $ (1,518 ) $ (915 ) $ (603 )

We reported an increase in the operating loss in this segment of $603,000 in the first six months of 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.

Liquidity and Capital Resources. The growth of the Company’s businesses requires significant cash ~~needs.~~needs to acquire and develop land or operating buildings and to construct new buildings and tenant improvements. As of March 31, 2015, we had $11,304,000 borrowed under our $20 million revolver, $2,610,000 outstanding under letters of credit and $6,086,000 available to borrow under the revolver. The Company expects to ~~meet short-term~~close on a $20 Million secured revolver with First Tennessee Bank in the third quarter of this fiscal year to provide additional liquidity ~~requirements generally through working capital, net cash provided~~for growth opportunities. First Tennessee has also committed to provide an additional $20 Million of secured financing to the Company prior to the end of calendar 2015 on a ten year term loan amortizing on a twenty five (25) year basis. We expect to close on this second loan with First Tennessee by operations, and, if necessary, borrowings on its unsecured revolving credit facility. The Company intends to meet long-term funding requirements for acquisitions, development, debt service, and share repurchases through net cash from operations, long-term secured and unsecured indebtedness, including borrowings under its unsecured revolving credit facility, and proceeds from salesthe end of ~~strategically identified assets.~~calendar year 2015.
33
Cash Flows- The following table summarizes our cash flows from operating, investing and financing activities for each of the periods presented (in thousands of dollars):

Three Months
Ended December 31,
2014 2013
Total cash provided by (used for):
Operating activities $ 6,359 4,079
Investing activities (4,048 ) (19,022 )
22
Six Months
Ended March 31,
2015 2014
Total cash provided by (used for):
Operating activities $ 8,271 8,784
Investing activities (5,399 ) (18,926 )
Financing activities (2,429 ) 15,020 (3,194 ) 10,772
(Decrease) Increase in cash and cash equivalents $ (118 ) $ 77 $ (322 ) $ 630

Operating Activities -Net cash provided by operating activities ~~increased $2,280,000~~decreased $513,000 to ~~$6,359,000~~$8,271,000 for the ~~three~~six months ended ~~December~~March 31, ~~2014.~~2015. The total of net income plus depreciation, depletion and amortization less gains on sales of property and equipment increased ~~$853,000~~$772,000 versus the same period last year. These changes are described above under “Comparative Results of Operations”. ~~Net~~The current period includes $689,000 more cash ~~flow provided by operating activities was negatively impacted~~used to reduce accounts payable and accrued liabilities, although both periods had substantial uses of cash for this purpose due to the completion of build-to-suit’s in each year and an $845,000 reduction in environmental remediation liability in the current year. The same ~~quarter~~period last year ~~by an increase~~included $1,161,000 collection of ~~$1,451,000~~prior year real estate taxes receivable. The current period includes offsetting increases to deferred income taxes and prepayment of ~~accounts receivable primarily related to the growth in revenues.~~current year income taxes.

Investing Activities - For the first ~~three~~six months ended ~~December~~March 31, ~~2014,~~2015, cash required by investing activities decreased ~~$14,974,000~~$13,527,000 to ~~$4,048,000~~$5,399,000. The prior period discontinued operations cash required was $12,652,000 higher due to an acquisition. Cash required by investing activities for continuing operations decreased $875,000 due to increased construction activity in the ~~three months ended December 31, 2014. The current year included $2,871,000 lower purchases~~prior period offset by the related release of transportation equipment exclusive of the Pipeline Transportation acquisition for $10,023,000 in the same period last year. Investment in real estate segment was $2,031,000 lower primarily due to construction activity on a build to suit building during the same quarter last year.escrow cash.

Financing Activities – For the first ~~three~~six months ended ~~December~~March 31, ~~2014,~~2015, cash required by financing activities was ~~$2,429,000~~$3,194,000 versus cash provided by financing activities of ~~$15,020,000~~$10,772,000 in the first ~~three~~six months ended ~~December~~March 31, 2014. The ~~net changes~~prior period discontinued operations cash provided was $13,315,000 higher due to borrowings to fund an acquisition in the ~~revolver decreased $16,871,000 versus the same~~prior period ~~last year. Our Revolver debt increased $774,000~~ compared to debt repayment in the ~~balance at December 31, 2013.~~current period. Cash required by financing activities for continuing operations was $651,000 higher in the current period primarily due to debt prepayment.

In January 2015 the Company prepaid the $1,314,000 remaining principal balance on 8.55% and 7.95% mortgages. The prepayment penalty of $116,000 is included in interest expense. The remaining deferred loan costs of $15,000 were also included in interest expense.
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Credit Facilities - InOn January 30, 2015, in connection with the ~~spin-off, on January 30, 2015, we~~Spin-off, the Company terminated its $55 million credit facility entered into with Wells Fargo Bank, N.A. in 2012 and simultaneously entered into a new five year credit agreement with Wells Fargo ~~Bank N.A., that replaces FRP’s existing line~~with a maximum facility amount of ~~credit with Wells Fargo.~~$20 million (the "Credit Agreement"). The ~~new credit agreement~~Credit Agreement provides a ~~$20 million~~ revolving ~~line of~~ credit facility (the “Revolver”) with a $10 million sublimit available for ~~stand-by~~standby letters of credit. ~~The amounts~~At the time of the Spin-off, the Company refinanced $10,483,000 of borrowings then outstanding on the terminated revolver. As of March 31, 2015, there was $11,304,000 outstanding on the revolver and $2,610,000 outstanding under letters of credit and $6,086,000 available for borrowing. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development. Most of the letters of credit ~~agreement bear~~are irrevocable for a period of one year and typically are automatically extended for additional one-year periods. The Revolver bears interest at a rate of 1.4% over the selected LIBOR, which ~~rate~~ may change quarterly based on the Company’s ratio of ~~consolidated total debt~~Consolidated Total Debt to ~~consolidated total capital.~~Consolidated Total Capital, as defined. A commitment fee of 0.15% per annum is payable quarterly on the unused portion of the commitment. The commitment ~~which~~ fee may also change quarterly based onupon the ratio described above. The credit agreement contains certain conditions and financial covenants, including ~~limitations on~~a minimum $110 million tangible net worth. As of March 31, 2015, the ~~payment~~tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of ~~cash dividends that are based on the Company’s consolidated retained earnings. In connection~~$67 million combined. The Company was in compliance with ~~the new credit facilities, New Patriot assumed and refinanced approximately $5.1 million~~all covenants as of ~~indebtedness of the Company that was attributable to the transportation group.~~March 31, 2015.

~~We have~~Last quarter, the company announced the execution of a ~~signed~~ commitment from First Tennessee Bank to ~~lend us~~provide up to $40 million dollars of mortgage backed financing in two separate facilities. The first facility is a 5five year, ~~$20 million~~$20,000,000, secured revolver ~~to be secured by the three buildings we recently completed at our Patriot Business Park in Manassas, VA. This facility contains~~with a ~~provision which allows us~~twenty-four month window to convert up to the ~~outstanding balance~~full amount of the facility into a ten year term ~~loan within the first twenty four (24) months. We expect to close on this facility sometime in the third quarter of this fiscal year.~~loan. The second facility is a ~~$20 million~~$20,000,000 ten year term loan secured by ~~to be identified buildings in~~to-be-determined collateral from our ~~portfolio.~~current pool of unencumbered warehouse/office properties. We expect to close on ~~this facility sometime~~the secured revolver in the ~~fourth quarter of this fiscal year or the first~~third quarter of fiscal ~~2016.~~2015. We expect to close on the ten year term loan by the end of calendar year 2015. The purpose of these loans is to facilitate growth through new construction in the Land Development and Construction segment and/or acquisition of existing, operating buildings to be added to the Asset Management segment.

Cash Requirements – The Board of Directors has authorized Management to repurchase shares of the Company’s common stock from time to time as opportunities arise. During the first ~~three~~six months of fiscal 2015 the Company did not repurchase any shares of stock. As of ~~December~~March 31, ~~2014, $3,682,000~~2015, $5,000,000 was authorized for future repurchases of common
23
stock. The Company does not currently pay any cash dividends on common stock.

~~While the Company is affected by environmental regulations, such regulations are not expected to have a major effect on the Company’s capital expenditures or operating results.~~
The Company currently expects its fiscal 2015 capital expenditures to
35
include approximately ~~$12,498,000~~$10,498,000 for real estate ~~development.~~development, of which $2,429,000 has been expended to date, which will be funded mostly out of cash generation from operations and partly from borrowings under our credit facilities. As of March 31, 2015, there was $11,304,000 outstanding on the revolver and $2,610,000 outstanding under letters of credit and $6,086,000 available for borrowing.

Summary and Outlook. With the successful completion of the ~~spin-off,~~Spin-off, we are focused on building shareholder value through our real estate ~~holdings.~~
~~Developed~~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 ~~rentals occupancy was 92.8%~~tax assessment at December 31, 2014 and 89.2% at December 31, 2013. Occupancy at December 31, 2014 and 2013 included 82,807 square feet or 2.3% and 13,450 square feet or .4% respectively for temporary leases under a less than full market lease rate. The Company’s third build to suit lease at Patriot Business Park for a 129,850 square foot building was completed in November 2014. Total completed developed square footage increased 9.9% from December 31, 2013 to 3,602,159 at December 31, 2014.
~~In addition to~~Riverfront on the completed buildings, we own land in four separate distinct submarkets that we believe ultimately could support up to 16 buildings totaling 1,277,056 square feet. The net book value of these properties at December 31, 2014 was $19,239,000.Anacostia.

The Company commenced construction of the first phase of the four phase Anacostia development in October 2014 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 million 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 Land segment but locating, buying, and permitting high quality reserves such as ours is becoming increasingly difficult.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Interest Rate Risk -We are exposed to the impact of interest rate changes through our variable-rate borrowings under the Credit Agreement. Under the Credit Agreement, the applicable margin for borrowings at ~~December~~March 31, ~~2014~~2015 was ~~1.0%~~1.4%. The applicable margin for such borrowings will be ~~reduced or~~ increased in the event that our debt to capitalization ratio as calculated under the Credit Agreement ~~Facility~~ exceeds a target level.
~~At December~~ Based upon our indebtedness at March 31, ~~2014~~2015 of $11,304,000, a 1% increase in ~~the current per annum~~ interest rate would result in ~~$165,187~~$113,000 of additional interest expense during the next 12 months. The foregoing calculation assumes an instantaneous 1% increase in the rates under the Credit Agreement and that the principal amount under the Credit Agreement is the amount outstanding as of December 31, 2014. The calculation therefore does not account for the differences in the market rates upon which the interest ratesannually.
24
~~of our indebtedness are based or possible actions, such as prepayment, that we might take in response to any rate increase.~~
~~Commodity Price Risk -~~The price and availability of diesel fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather, global politics and other market factors. Historically, we have been able to recover a significant portion of fuel price increases from our customers in the form of fuel surcharges. The price and availability of diesel fuel can be unpredictable as well as the extent to which fuel surcharges can be collected to offset such increases. In the first quarter of fiscal 2015 and 2014, a significant portion of fuel costs was covered through fuel surcharges.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
36
forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

The Company also maintains a system of internal accounting controls over financial reporting that are designed to provide reasonable assurance to the Company’s managementand Board of Directors regarding the preparation and fair presentation of published financial statements.

All control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving the desired control objectives.

As of ~~December~~March 31, ~~2014,~~2015, the Company, under the supervision and with the participation of the Company's management, including the CEO, CFO and CAO, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on this evaluation, the Company’s CEO, CFO and CAO concluded that the Company's disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in periodic SEC filings.

There have been no changes in the Company’s internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
2537

PART II. OTHER INFORMATION
Item 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2014, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
(c)
Total
Number of
Shares (d)
Purchased Approximate
(a) As Part of Dollar Value of
Total (b) Publicly Shares that May
Number of Average Announced Yet Be Purchased
Shares Price Paid Plans or Under the Plans
Period Purchased per Share Programs or Programs (1)
October 1
Through
October 31 —   $ —   —   $ 3,682,000

November 1
Through
November 30 —   $ —   —   $ 3,682,000

December 1
Through
December 31 —   $ —   —   $ 3,682,000

Total —   $ —
(c)
Total
Number of
Shares (d)
Purchased Approximate
(a) As Part of Dollar Value of
Total (b) Publicly Shares that May
Number of Average Announced Yet Be Purchased
Shares Price Paid Plans or Under the Plans
Period Purchased per Share Programs or Programs (1)
January 1
Through
January 31 —   $ —   —   $ 3,682,000

February 1
Through
February 28 —   $ —   —   $ 5,000,000

March 1
Through
March 31 —   $ —   —   $ 5,000,000

Total —   $ —
(1) InOn February 4, 2015, the Board of Directors authorized management to expend up to $5,000,000 to repurchase shares of the Company’s common stock from time to time as opportunities arise.
Item 6. EXHIBITS
(a) Exhibits. The response to this item is submitted as a separate Section entitled "Exhibit Index", on page ~~28.~~38.
2638

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
~~February 5,~~May 8, 2015              FRP HOLDINGS, INC.
                     Thompson S. Baker II
                     Thompson S. Baker II
                     ~~President and~~ Chief Executive
Officer

                     John D. Milton, Jr.
                     John D. Milton, Jr.
                     Executive Vice President, Treasurer,
                     Secretary and Chief
                     Financial Officer

                     John D. Klopfenstein
                     John D. Klopfenstein
                     Controller and Chief
                     Accounting Officer
2739

FRP HOLDINGS, INC.
FORM 10-Q FOR THE QUARTER ENDED ~~DECEMBER~~MARCH 31, ~~2014~~2015
EXHIBIT INDEX
(2.1) Separation and Distribution Agreement, dated as of January 30, 2015, by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc.(incorporated by reference to FRP Holdings, Inc.’s Current Report on Form 8-K filed February 3, 2015).
(3.1) FRP Holdings, Inc. Amended and Restated Articles of Incorporation
(10.1) Credit Agreement, dated January 30, 2015, among FRP Holdings, Inc. and Wells Fargo Bank, N.A.
(10.2) Tax Matters Agreement, dated August 30, 2013, between FRP Holdings, Inc. and Patriot Transportation Holding, Inc. (incorporated by reference to FRP Holdings, Inc.’s Current Report on Form 8-K filed February 3, 2015).
(10.3) Transition Services Agreement, dated January 30, 2015, by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc.(incorporated by reference to FRP Holdings, Inc.’s Current Report on Form 8-K filed February 3, 2015).
(10.4) Employee Matters Agreement, dated as of January 30, 2015, by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc.(incorporated by reference to FRP Holdings, Inc.’s Current Report on Form 8-K filed February 3, 2015).
(14) Financial Code of Ethical Conduct between the Company, Chief Executive Officers and Financial Managers, as revised on January 28, 2004, which is available on the Company’s website atwww.frpholdings.com.
(31)(a) Certification of Thompson S. Baker II.
(31)(b) Certification of John D. Milton, Jr.
(31)(c) Certification of John D. Klopfenstein.
(32) Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document
101.XSD XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
2840

		December 31,	September 30,
Assets		2014		2014
Current assets:
Cash and cash equivalents	$	895		1,013
Cash held in escrow		26		61
Accounts receivable (net of allowance for
doubtful accounts of $148 and $155, respectively)		8,082		8,246
Inventory of parts and supplies		888		895
Prepaid tires on equipment		2,063		2,048
Prepaid taxes and licenses		1,677		2,436
Prepaid insurance		632		789
Prepaid expenses, other		81		83
Real estate held for sale, at cost		4,609		4,473
Total current assets		18,953		20,044

Property, plant and equipment, at cost		375,432		372,504
Less accumulated depreciation and depletion		125,715		122,894
Net property, plant and equipment		249,717		249,610

Real estate held for investment, at cost		7,304		7,304
Investment in joint ventures		18,640		18,537
Goodwill		3,431		3,431
Unrealized rents		4,773		4,780
Other assets, net		9,592		9,365
Total assets	$	312,410		313,071

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	5,775		7,318
Federal and state income taxes payable		309		701
Deferred income taxes		239		239
Accrued payroll and benefits		3,950		4,568
Accrued insurance		1,100		1,186
Environmental remediation		1,614		1,771
Accrued liabilities, other		1,251		1,610
Long-term debt due within one year		4,537		4,534
Total current liabilities		18,775		21,927

Long-term debt, less current portion		56,452		58,704
Deferred income taxes		23,072		21,654
Accrued insurance		1,393		1,393
Other liabilities		3,093		3,078
Commitments and contingencies (Note 7)		—		—
Shareholders' equity:
Preferred stock, no par value;
5,000,000 shares authorized; none issued
Common stock, $.10 par value;
25,000,000 shares authorized,
9,718,570 and 9,703,270 shares issued
and outstanding, respectively		972		970
Capital in excess of par value		48,407		47,892
Retained earnings		160,206		157,413
Accumulated other comprehensive income, net		40		40
Total shareholders' equity		209,625		206,315
Total liabilities and shareholders' equity	$	312,410		313,071
See accompanying notes

	THREE MONTHS ENDED DECEMBER 31,
	2014			2013
Revenues:
Transportation	$	31,717			31,591
Mining royalty land		1,344			1,268
Developed property rentals		6,958			5,961
Total revenues		40,019			38,820

Cost of operations:
Transportation		29,657			30,135
Mining royalty land		425			329
Developed property rentals		4,521			3,878
Unallocated corporate		318			354
Total cost of operations		34,921			34,696

Operating profit:
Transportation		2,060			1,456
Mining royalty land		919			939
Developed property rentals		2,437			2,083
Unallocated corporate		(318	)		(354	)
Total operating profit		5,098			4,124

(Loss) Gain on investment land sold		(17	)		56
Interest income and other		-			1
Equity in loss of joint ventures		(30	)		(32	)
Interest expense		(472	)		(311	)

Income before income taxes		4,579			3,838
Provision for income taxes		(1,786	)		(1,497	)

Net income	$	2,793			2,341

Comprehensive Income	$	2,793			2,341

Earnings per common share:
Basic		0.29			0.24
Diluted		0.29			0.24

Number of shares (in thousands)
used in computing:
-basic earnings per common share		9,711			9,568
-diluted earnings per common share		9,771			9,674

See accompanying notes

Depreciation, depletion and
amortization:
Transportation	$	2,261	2,030
Mining royalty land		31	28
Developed property rentals		1,834	1,599
Other		122	118
	$	4,248	3,775

	As of
		12/31/2014		9/30/2014

Cash	$	118	$	208
Cash held in escrow		17,373		18,822
Amortizable Debt Costs		2,069		2,069
Investments in real estate, net.		30,112		27,088
Total Assets	$	49,672	$	48,187

Other Liabilities	$	1,703	$	313
Long-term Debt		17,000		17,000
Capital – FRP		18,640		18,537
Capital - Third Parties		12,329		12,337
Total Liabilities and Capital	$	49,672	$	48,187

	As of
		3/31/2015		9/30/2014

Cash	$	59	$	208
Cash held in escrow		13,896		18,822
Amortizable Debt Costs		2,069		2,069
Investments in real estate, net.		33,906		27,088
Total Assets	$	49,930	$	48,187

Other Liabilities	$	1,947	$	313
Long-term Debt		17,000		17,000
Capital – FRP		18,665		18,537
Capital - Third Parties		12,318		12,337
Total Liabilities and Capital	$	49,930	$	48,187

Consideration:
Fair value of consideration transferred (cash paid)	$	(10,023	)

Acquisition related costs expensed	$	75

Recognized amounts of identifiable assets acquired and liabilities assumed:
Property and equipment	$	3,397
Prepaid tires and other prepaid assets		276
Customer relationships		4,004
Trade name		72
Non-compete agreement		62
Vacation liability assumed		(132	)

Total identifiable net assets assumed	$	7,679
Goodwill		2,344
Total	$	10,023

Property and equipment, net	$	42,174
Accounts receivable, net		7,119
Deferred costs		11,809
Other assets		32
Assets of discontinued operation	$	61,134

Line of credit	$	7,282
Accounts payable and accrued liabilities		11,489
Deferred compensation		717
Deferred income taxes		8,924
Liabilities of discontinued operation	$	28,412

	Three months ended December 31
(dollars in thousands)	2014			%			2013		%

Transportation revenue	$	27,292			86.0	%		26,490		83.9	%
Fuel surcharges		4,425			14.0	%		5,101		16.1	%

Revenues		31,717			100.0	%		31,591		100.0	%

Compensation and benefits		11,983			37.8	%		11,596		36.7	%
Fuel expenses		6,005			18.9	%		7,283		23.1	%
Operating & repairs		2,951			9.3	%		3,149		10.0	%
Insurance and losses		2,839			9.0	%		2,475		7.8	%
Depreciation expense		2,108			6.6	%		1,968		6.2	%
Rents, tags & utilities		941			3.0	%		771		2.4	%
Sales, general & administrative		2,322			7.3	%		2,386		7.6	%
Allocated corporate expenses		692			2.2	%		492		1.6	%
(Gain) Loss on equipment sales		(184	)		-0.6	%		15		0.0	%

Cost of operations		29,657			93.5	%		30,135		95.4	%

Operating profit	$	2,060			6.5	%		1,456		4.6	%

Asset Management segment – six months ended	March 31, 2015	March 31, 2014
Revenues	$7,330,748	$6,579,382
Occupied square feet	3,198,200	3,054,703
Overall occupancy rate	88.8%	89.8%
Average annual occupied sf	3,273,682	2,984,365
Average annual occupancy rate	91.4%	89.9%
Portfolio square feet	3,602,159	3,402,629
Retention Success rate	71%	66%

Location	Acreage	SF +/-	Status (LET’S DISCUSS THESE)
Lakeside, MD	20	266,530	Horizontal development completed. Ready for vertical permitting.
Windlass Run Business Park, MD	37	386,626	Horizontal development completed. Permitting submitted for 150,000 sf warehouse/office building with the balance ready for further vertical permitting.
Patriot Business Center, Manassas, VA	23	198,150	Horizontal development completed. Ready for vertical permitting.
Hollander 95 Business Park, MD	33	345,750	Horizontal development completed. Permitting received for 80,000 sf warehouse/office building with the balance ready for vertical permitting.
Total	113	1,197,056

Location	Approx. Acreage	Status	NBV
Riverfront on the Anacostia Phase I	2.1	Phase I under construction	$11,146,000
Riverfront on the Anacostia Phases II-IV	3.7	Phase II design approval plans to be submitted to Zoning Commission prior to December, 2016.	$10,680,000
Windlass Run residential (Phase 2)	74	Under contract for sale to 3^rd party for $11.188M, closing expected August 2015	$4,698,000
Hampstead Trade Center, MD	117	Residential studies ongoing	$7,115,000
Square 664E,on the Anacostia River in DC	2	Under lease to Vulcan Materials as a concrete batch plant through 2021 with one 5 year renewal option.	$4,359,000
Total	199		$37,998,000

	Three months ended March 31
(dollars in thousands)	2015		%			2014		%			Change		%

Rental revenue	$	5,755		78.5	%	$	5,177		78.7	%	$	578		11.2	%
Revenue-reimbursements		1,575		21.5	%		1,403		21.3	%		172		12.3	%

Total revenue		7,330		100.0	%		6,580		100.0	%		750		11.4	%

Depreciation, depletion and amortization		1,776		24.2	%		1,619		24.6	%		157		9.7	%
Operating expenses		1,526		20.8	%		1,398		21.2	%		128		9.2	%
Property taxes		696		9.5	%		545		8.3	%		151		27.7	%
Management company indirect		145		2.0	%		178		2.7	%		(33)		-18.5	%
Corporate expense		236		3.2	%		178		2.7	%		58		32.6	%

Cost of operations		4,379		59.7	%		3,918		59.5	%		461		11.8	%

Operating profit	$	2,951		40.3	%	$	2,662		40.5	%	$	289		10.9	%

	Six months ended March 31
(dollars in thousands)	2015		%			2014		%			Change			%

Rental revenue	$	11,499		81.6	%	$	10,146		82.2	%	$	1,353			13.3	%
Revenue-reimbursements		2,588		18.4	%		2,194		17.8	%		394			18.0	%

Total revenue		14,087		100.0	%		12,340		100.0	%		1,747			14.2	%

Depreciation, depletion and amortization		3,562		25.3	%		3,151		25.5	%		411			13.1	%
Operating expenses		2,201		15.7	%		2,211		17.9	%		(10	)		-0.4	%
Property taxes		1,452		10.3	%		1,064		8.6	%		388			36.6	%
Management company indirect		299		2.1	%		366		3.0	%		(67)			-18.3	%
Corporate expense		426		3.0	%		356		2.9	%		70			19.7	%

Cost of operations		7,940		56.4	%		7,148		57.9	%		792			11.1	%

Operating profit	$	6,147		43.6	%	$	5,192		42.1	%	$	955			18.4	%

		Three Months Ended December 31,
		2014		2013
Total cash provided by (used for):
Operating activities	$	6,359			4,079
Investing activities		(4,048	)		(19,022	)

							Six Months Ended March 31,
							2015		2014
Total cash provided by (used for):
Operating activities						$	8,271			8,784
Investing activities							(5,399	)		(18,926	)
Financing activities		(2,429	)		15,020		(3,194	)		10,772
(Decrease) Increase in cash and cash equivalents	$	(118	)	$	77	$	(322	)	$	630

101.INS	XBRL Instance Document
101.XSD	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase