FRP (FRPH) 10-Q 5 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2017shares
Document And Entity Information
Entity Registrant Name	FRP HOLDINGS, INC.
Entity Central Index Key	844,059
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding	9,941,098
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Assets:
Land	$ 99,417	$ 99,417
Buildings and improvements	196,821	195,443
Projects under construction	14,100	11,779
Total investments in properties	310,338	306,639
Less accumulated depreciation and depletion	84,109	82,392
Net investments in properties	226,229	224,247
Real estate held for investment, at cost	7,176	7,176
Investments in joint ventures	22,232	22,901
Net real estate investments	255,637	254,324
Cash and cash equivalents	106	0
Accounts receivable	586	710
Federal and state income taxes receivable	2,608	0
Unrealized rents	4,412	4,562
Deferred costs	5,989	6,786
Other assets	179	178
Total assets	269,517	266,560
Liabilities:
Lines of credit payable	6,765	6,665
Secured notes payable, current portion	4,599	4,526
Secured notes payable, less current portion	28,385	29,554
Accounts payable and accrued liabilities	4,000	3,747
Environmental remediation liability	2,037	2,037
Bank overdraft	0	254
Federal and state income taxes payable	0	887
Deferred revenue	648	1,126
Deferred income taxes	19,547	16,455
Deferred compensation	1,484	1,475
Deferred lease intangible, net	5	9
Tenant security deposits	955	1,005
Total liabilities	68,425	67,740
Commitments and contingencies (Note 8)
Shareholders' Equity:
Common stock, $.10 par value; 25,000,000 shares authorized, 9,941,098 and 9,914,054 shares issued and outstanding, respectively	994	991
Capital in excess of par value	53,536	52,647
Retained earnings	146,548	145,168
Accumulated other comprehensive income, net	14	14
Total shareholders' equity	201,092	198,820
Total liabilities and shareholders' equity	$ 269,517	$ 266,560

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued and outstanding	9,941,098	9,914,054

Consolidated Statements of Inco

Consolidated Statements of Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues:
Rental revenue	$ 6,283	$ 6,089
Mining Royalty and rents	1,739	1,756
Revenue - reimbursements	1,300	1,770
Total revenues	9,322	9,615
Cost of operations:
Depreciation, depletion and amortization	2,059	1,929
Operating expenses	1,001	1,531
Property taxes	1,062	1,142
Management company indirect	469	496
Corporate expenses (Note 4 Related Party)	1,327	1,008
Total cost of operations	5,918	6,106
Total operating profit	3,404	3,509
Interest income	0	1
Interest expense	(248)	(415)
Equity in loss of joint ventures	(771)	(86)
Income before income taxes	2,385	3,009
Provision for income taxes	942	1,189
Net income	1,443	1,820
Comprehensive income	$ 1,443	$ 1,820
Earnings per common share:
Basic	$ 0.15	$ 0.18
Diluted	$ 0.14	$ 0.18
Number of shares (in thousands) used in computing:
-basic earnings per common share	9,931	9,853
-diluted earnings per common share	10,001	9,893

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net income	$ 1,443	$ 1,820
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	2,136	1,998
Deferred income taxes	3,092	(599)
Equity in loss of joint ventures	771	86
Gain on sale of equipment and property	0	(1)
Stock-based compensation	522	443
Net changes in operating assets and liabilities:
Accounts receivable	124	(242)
Deferred costs and other assets	559	228
Accounts payable and accrued liabilities	(225)	(227)
Income taxes payable and receivable	(3,495)	(251)
Other long-term liabilities	(45)	34
Net cash provided by operating activities	4,882	3,289
Cash flows from investing activities:
Investments in properties	(3,729)	(956)
Investments in joint ventures	(104)	(145)
Cash held in escrow	0	(1)
Net cash used in investing activities	(3,833)	(1,102)
Cash flows from financing activities:
Increase (decrease) in bank overdrafts	(254)	549
Repayment of long-term debt	(1,096)	(1,036)
Proceeds from borrowing on revolving credit facility	6,007	3,222
Payment on revolving credit facility	(5,907)	(5,106)
Repurchase of Company Stock	(74)	0
Exercise of employee stock options	381	184
Net cash used in financing activities	(943)	(2,187)
Net increase in cash and cash equivalents	106	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of the period	$ 106	$ 0

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	(1) Description of Business and Basis of Presentation. FRP Holdings, Inc. (“FRP” or the “Company”) is a holding company engaged in the real estate business, namely (i) warehouse/office building ownership, leasing and management, (ii) mining royalty land ownership and leasing and (iii) land acquisition, entitlement and development primarily for future warehouse/office or residential building construction. The accompanying consolidated financial statements include the accounts of FRP Holdings, Inc. (the “Company” or “FRP”) inclusive of our operating real estate subsidiaries, FRP Development Corp. (“Development”) and Florida Rock Properties, Inc. (”Properties”). Our investment in the Brooksville joint venture, BC FRP Realty joint venture and Riverfront Investment Partners I, LLC are accounted for under the equity method of accounting (See Note 12). 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 months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. 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, 2016. On December 19, 2016, the Executive Committee of the Board of Directors approved the change in the Company’s fiscal year end from September 30 to December 31. The quarter ended December 31, 2016 was a transition period.

Recently Issued Accounting Stan

Recently Issued Accounting Standards	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Recently Issued Accounting Standards	(2) Recently Issued Accounting Standards. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”, to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. To be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. The new guidance provides a framework to evaluate when an input and a substantive process are present. To be a business without outputs, there will now need to be an organized workforce. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The amendments in the update are effective for the Company’s financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company is currently evaluating the amendments from this Update, but expects it to change the treatment of building acquisitions from being considered a business to being considered an asset. This change will result in acquisition costs being capitalized as part of the asset acquisition, whereas current treatment has them recognized in earnings in the period incurred.

Business Segments

Business Segments	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Business Segments	(3) Business Segments. The Asset Management segment owns, leases and manages warehouse/office buildings located predominately in the Baltimore/Northern Virginia/Washington, DC market area. Our Mining Royalty Lands segment owns several properties comprising approximately 15,000 acres currently under lease for mining rents or royalties (this does not include the 4,280 acres owned in our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia. 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, or joint venture with, third parties. Operating results and certain other financial data for the Company’s business segments are as follows (in thousands): Three Months ended March 31, 2017 2016 Revenues: Asset management $ 7,285 7,574 Mining royalty lands 1,762 1,778 Land development and construction 275 263 $ 9,322 9,615 Operating profit: Before corporate expenses: Asset management $ 3,501 3,423 Mining royalty lands 1,625 1,649 Land development and construction (395 ) (555 ) Corporate expenses: Allocated to asset management (753 ) (520 ) Allocated to mining royalty (66 ) (75 ) Allocated to land development and construction (508 ) (413 ) (1,327 ) (1,008 ) $ 3,404 3,509 Interest expense: Asset management $ 248 415 Depreciation, depletion and amortization: Asset management $ 1,965 1,835 Mining royalty lands 39 31 Land development and construction 55 63 $ 2,059 1,929 Capital expenditures: Asset management 2,259 473 Mining royalty lands — 4 Land development and construction 1,470 479 $ 3,729 956 March 31, December 31, Identifiable net assets 2017 2016 Asset management $ 168,339 169,736 Mining royalty lands 39,087 39,259 Land development and construction 58,901 57,126 Cash items 106 — Unallocated corporate assets 3,084 439 $ 269,517 266,560

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	(4) Related Party Transactions. The consolidated statements of income reflect charges and/or allocation from Patriot for these services of $557,000 and $406,000 for the three months ended March 31, 2017 and 2016, respectively. Included in the charges above are amounts recognized for corporate executive stock-based compensation expense. These charges are reflected as part of corporate expenses. To determine these allocations between FRP and Patriot as set forth in the Transition Services Agreement, 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.

Long-Term Debt

Long-Term Debt	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Long-Term Debt	(5) Long-Term Debt. March 31, December 31, 2017 2016 Revolving credit (uncollateralized) $ 6,765 6,665 5.6% to 7.9% mortgage notes due in installments through 2027 32,984 34,080 39,749 40,745 Less portion due within one year 4,599 4,526 $ 35,150 36,219 On January 30, 2015, the Company entered into a five year credit agreement with Wells Fargo with a maximum facility amount of $20 million (the "Credit Agreement"). The Credit Agreement provides a revolving credit facility (the “Revolver”) with a $10 million sublimit available for standby letters of credit. As of March 31, 2017, there was $5,799,000 outstanding on the revolver, $2,263,000 outstanding under letters of credit and $11,938,000 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 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 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 and financial covenants, including a minimum $110 million tangible net worth. As of March 31, 2017, the tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $75.5 million combined. The Company was in compliance with all covenants as of March 31, 2017. On July 24, 2015 the Company closed on a five year, $20 million secured revolver with First Tennessee Bank with a twenty-four month window to convert up to the full amount of the facility into a ten year term loan. Interest accrues at 1.90% over one month LIBOR plus an annual commitment fee of 0.10%. As of March 31, 2017, there was $966,000 outstanding on the revolver and $19,034,000 available for borrowing. The Company expects to close on a second facility with First Tennessee Bank with a $20 million ten year term loan secured by to-be-determined collateral from our current pool of unencumbered warehouse/office properties during 2017. 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. During the three months ended March 31, 2017 and March 31, 2016 the Company capitalized interest costs of $370,000 and $242,000, respectively.

Earnings per Share

Earnings per Share	3 Months Ended
	Mar. 31, 2017
Earnings per common share:
Earnings per Share	(6) Earnings per Share. Three Months ended March 31, 2017 2016 Weighted average common shares outstanding during the period – shares used for basic earnings per common share 9,931 9,853 Common shares issuable under share based payment plans which are potentially dilutive 70 40 Common shares used for diluted earnings per common share 10,001 9,893 Net income $ 1,443 1,820 Earnings per common share: Basic $ 0.15 0.18 Diluted $ 0.14 0.18 For the three months ended March 31, 2017 and 2016, 23,958 and 72,090 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

Stock-Based Compensation Plans

Stock-Based Compensation Plans	3 Months Ended
	Mar. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation Plans	(7) Stock-Based Compensation Plans. The Company utilizes the Black-Scholes valuation model for estimating fair value of stock compensation for options awarded to officers and employees. Each grant is evaluated based upon assumptions at the time of grant. The assumptions were no dividend yield, expected volatility between 35% and 46%, risk-free interest rate of .3% to 4.2% and expected life of .25 to 7.0 years. The dividend yield of zero is based on the fact that the Company does not pay cash dividends and has no present intention to pay cash dividends. Expected volatility is estimated based on the Company’s historical experience over a period equivalent to the expected life in years. The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate at the date of grant with a term consistent with the expected life of the options granted. The expected life calculation is based on the observed and expected time to exercise options by the employees. As previously disclosed, Thompson S. Baker II resigned from his position as CEO and from the board of directors on March 13. 2017. In recognition of his outstanding service to the Company, the Board approved the vesting of all of Mr. Baker's outstanding FRP stock options, which will expire 90 days following the termination of his employment. The vesting of Mr. Baker’s outstanding FRP options that were issued prior to the spin-off required Patriot to record modification stock compensation expense of $150,000. FRP reimbursed Patriot for this cost under the transition services agreement. The vesting of Mr. Baker’s outstanding FRP options that were issued subsequent to the spin-off required modified stock compensation expense of $41,000. The Company recorded the following stock compensation expense in its consolidated statement of income (in thousands): Three Months ended March 31, 2017 2016 Stock option grants $ 77 31 Annual director stock award 445 412 $ 522 443 A summary of changes in outstanding options is presented below (in thousands, except share and per share amounts): Weighted Weighted Weighted Number Average Average Average Of Exercise Remaining Grant Date Options Shares Price Term (yrs) Fair Value(000's) Outstanding at January 1, 2017 236,385 $ 25.35 6.1 $ 2,440 Granted 4,555 $ 37.55 $ 75 Modification — $ 30.21 $ (137 ) Exercised (18,561 ) $ 20.48 $ (163 ) Outstanding at March 31, 2017 222,379 $ 26.00 6.2 $ 2,215 Exercisable at March 31, 2017 180,089 $ 24.79 5.7 $ 1,631 Vested during three months ended March 31, 2017 26,839 $ 223 The aggregate intrinsic value of exercisable in-the-money options was $2,739,000 and the aggregate intrinsic value of outstanding in-the-money options was $3,113,000 based on the market closing price of $40.00 on March 31, 2017 less exercise prices. The unrecognized compensation cost of options granted to FRP employees but not yet vested as of March 31, 2017 was $409,000, which is expected to be recognized over a weighted-average period of 3.9 years. Gains of $358,000 were realized by option holders during the three months ended March 31, 2017. Patriot realized the tax benefits because these options were exercised by Patriot employees for options granted prior to the spin-off.

Contingent liabilities

Contingent liabilities	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Contingent liabilities	(8) Contingent Liabilities. 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 that will have to be specially handled upon excavation in conjunction with construction. The Company has 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. As of September 30, 2016, the excavation and foundation work for Phase 1 were substantially complete; thus, the bulk of the remediation expenses have been incurred. Management believes the total cost for remediation on Phase 1 will end up at approximately $1.9 million.

Concentrations

Concentrations	3 Months Ended
	Mar. 31, 2017
Risks and Uncertainties [Abstract]
Concentrations	(9) Concentrations

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	(10) Fair Value Measurements. As of March 31, 2017 the Company had no assets or liabilities measured at fair value on a recurring or non-recurring basis. At March 31, 2017 and 2016, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents, short-term notes payable and revolving credit approximate their fair value based upon the short-term nature of these items. The fair values of the Company’s other mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities. At March 31, 2017, the carrying amount and fair value of such other long-term debt was $39,749,000 and $42,823,000, respectively. At December 31, 2016, the carrying amount and fair value of such other long-term debt was $40,745,000 and $43,747,000, respectively.

Investment in Joint Ventures

Investment in Joint Ventures	3 Months Ended
	Mar. 31, 2017
Equity Method Investments and Joint Ventures [Abstract]
Investment in Joint Ventures	(11) Investments in Joint Ventures. RiverFront. Brooksville. BC FRP Realty (Windlass Run). Investments in Joint Ventures (in thousands): The Company's Total Assets Net Loss Share of Net Total of the of the Loss of the Ownership Investment Partnership Partnership Partnership As of March 31, 2017 RiverFront Holdings I, LLC 77.14 % $9,379 $91,753 $ (987 ) $ (762 ) Brooksville Quarry, LLC 50.00 % 7,512 14,343 (18 ) (9 ) BC FRP Realty, LLC 50.00 % 5,341 10,935 — — Total $ 22,232 $ 117,031 $ (1,005 ) $ (771 ) As of December 31, 2016 RiverFront Holdings I, LLC 77.14 % $10,151 $90,420 $ (1,446 ) $ (1,115 ) Brooksville Quarry, LLC 50.00 % 7,522 14,341 (8 ) (4 ) BC FRP Realty, LLC 50.00 % 5,228 10,784 — — Total $ 22,901 $ 115,545 $ (1,454 ) $ (1,119 ) As of March 31, 2017 Riverfront Brooksville BCF FRP Holdings I, LLC Quarry, LLC Realty, LLC Total Investments in real estate, net $ 89,971 $ 14,310 $ 10,920 $ 115,201 Cash 1,457 24 15 1,496 Cash held in escrow 133 — — 133 Accounts receivable 32 4 — 36 Prepaid expenses 160 5 — 165 Total Assets $ 91,753 $ 14,343 $ 10,935 $ 117,031 Long-term Debt $ 76,626 $ — $ — $ 76,626 Amortizable debt costs (955 ) — — (955 ) Other liabilities 2,049 23 55 2,127 Capital – FRP 9,379 7,512 5,341 22,232 Capital - Third Parties 4,654 6,808 5,539 17,001 Total Liabilities and Capital $ 91,753 $ 14,343 $ 10,935 $ 117,031 As of December 31, 2016 Riverfront Brooksville BCF FRP Holdings I, LLC Quarry, LLC Realty, LLC Total Cash $ 1,023 $ 18 $ 21 $ 1,062 Cash held in escrow 88 — — 88 Investments in real estate, net 89,309 14,323 10,763 114,395 Total Assets $ 90,420 $ 14,341 $ 10,784 $ 115,545 Other Liabilities $ 6,348 $ 1 $ 47 $ 6,396 Long-term Debt 69,042 — — 69,042 Capital – FRP 10,151 7,522 5,228 22,901 Capital - Third Parties 4,879 6,818 5,509 17,206 Total Liabilities and Capital $ 90,420 $ 14,341 $ 10,784 $ 115,545 Income statements for the RiverFront Holdings I, LLC (in thousands): Three Months Ended March 31, 2017 2016 Revenues: Rental Revenue $ 1,311 — Revenue – Reimbursements 15 — Total Revenues 1,326 — Cost of operations: Depreciation and amortization 863 22 Operating expenses 475 68 Property taxes 219 — Total cost of operations 1,557 90 Total operating profit (231 ) (90 ) Interest expense (756 ) — Net loss of the Partnership $ (987 ) (90 ) The amount of consolidated accumulated deficit for these joint ventures was $(2,134,000) and $(1,667,000) as of March 31, 2017 and December 31, 2016 respectively.

Business Segments (Tables)

Business Segments (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Business segments (in thousands)	Three Months ended March 31, 2017 2016 Revenues: Asset management $ 7,285 7,574 Mining royalty lands 1,762 1,778 Land development and construction 275 263 $ 9,322 9,615 Operating profit: Before corporate expenses: Asset management $ 3,501 3,423 Mining royalty lands 1,625 1,649 Land development and construction (395 ) (555 ) Corporate expenses: Allocated to asset management (753 ) (520 ) Allocated to mining royalty (66 ) (75 ) Allocated to land development and construction (508 ) (413 ) (1,327 ) (1,008 ) $ 3,404 3,509 Interest expense: Asset management $ 248 415 Depreciation, depletion and amortization: Asset management $ 1,965 1,835 Mining royalty lands 39 31 Land development and construction 55 63 $ 2,059 1,929 Capital expenditures: Asset management 2,259 473 Mining royalty lands — 4 Land development and construction 1,470 479 $ 3,729 956 March 31, December 31, Identifiable net assets 2017 2016 Asset management $ 168,339 169,736 Mining royalty lands 39,087 39,259 Land development and construction 58,901 57,126 Cash items 106 — Unallocated corporate assets 3,084 439 $ 269,517 266,560

Long-Term Debt (Tables)

Long-Term Debt (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Long-term debt (in thousands)	March 31, December 31, 2017 2016 Revolving credit (uncollateralized) $ 6,765 6,665 5.6% to 7.9% mortgage notes due in installments through 2027 32,984 34,080 39,749 40,745 Less portion due within one year 4,599 4,526 $ 35,150 36,219

Earnings per Share (Tables)

Earnings per Share (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings per common share:
Earnings per share (in thousands, except per share amounts)	Three Months ended March 31, 2017 2016 Weighted average common shares outstanding during the period – shares used for basic earnings per common share 9,931 9,853 Common shares issuable under share based payment plans which are potentially dilutive 70 40 Common shares used for diluted earnings per common share 10,001 9,893 Net income $ 1,443 1,820 Earnings per common share: Basic $ 0.15 0.18 Diluted $ 0.14 0.18

Stock-Based Compensation Plans

Stock-Based Compensation Plans (Tables)	3 Months Ended
	Mar. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Compensation Expense (in thousands	Three Months ended March 31, 2017 2016 Stock option grants $ 77 31 Annual director stock award 445 412 $ 522 443
Summary of Stock Activity (in thousands, except share and per share amounts)	Weighted Weighted Weighted Number Average Average Average Of Exercise Remaining Grant Date Options Shares Price Term (yrs) Fair Value(000's) Outstanding at January 1, 2017 236,385 $ 25.35 6.1 $ 2,440 Granted 4,555 $ 37.55 $ 75 Modification — $ 30.21 $ (137 ) Exercised (18,561 ) $ 20.48 $ (163 ) Outstanding at March 31, 2017 222,379 $ 26.00 6.2 $ 2,215 Exercisable at March 31, 2017 180,089 $ 24.79 5.7 $ 1,631 Vested during three months ended March 31, 2017 26,839 $ 223

Investment in Joint Ventures (T

Investment in Joint Ventures (Tables)	3 Months Ended
	Mar. 31, 2017
Equity Method Investments and Joint Ventures [Abstract]
Investments in Joint Ventures (in thousands)	The Company's Total Assets Net Loss Share of Net Total of the of the Loss of the Ownership Investment Partnership Partnership Partnership As of March 31, 2017 RiverFront Holdings I, LLC 77.14 % $9,379 $91,753 $ (987 ) $ (762 ) Brooksville Quarry, LLC 50.00 % 7,512 14,343 (18 ) (9 ) BC FRP Realty, LLC 50.00 % 5,341 10,935 — — Total $ 22,232 $ 117,031 $ (1,005 ) $ (771 ) As of December 31, 2016 RiverFront Holdings I, LLC 77.14 % $10,151 $90,420 $ (1,446 ) $ (1,115 ) Brooksville Quarry, LLC 50.00 % 7,522 14,341 (8 ) (4 ) BC FRP Realty, LLC 50.00 % 5,228 10,784 — — Total $ 22,901 $ 115,545 $ (1,454 ) $ (1,119 )
Financial Information for the Investments in Joint Ventures (in thousands)	As of March 31, 2017 Riverfront Brooksville BCF FRP Holdings I, LLC Quarry, LLC Realty, LLC Total Investments in real estate, net $ 89,971 $ 14,310 $ 10,920 $ 115,201 Cash 1,457 24 15 1,496 Cash held in escrow 133 — — 133 Accounts receivable 32 4 — 36 Prepaid expenses 160 5 — 165 Total Assets $ 91,753 $ 14,343 $ 10,935 $ 117,031 Long-term Debt $ 76,626 $ — $ — $ 76,626 Amortizable debt costs (955 ) — — (955 ) Other liabilities 2,049 23 55 2,127 Capital – FRP 9,379 7,512 5,341 22,232 Capital - Third Parties 4,654 6,808 5,539 17,001 Total Liabilities and Capital $ 91,753 $ 14,343 $ 10,935 $ 117,031 As of December 31, 2016 Riverfront Brooksville BCF FRP Holdings I, LLC Quarry, LLC Realty, LLC Total Cash $ 1,023 $ 18 $ 21 $ 1,062 Cash held in escrow 88 — — 88 Investments in real estate, net 89,309 14,323 10,763 114,395 Total Assets $ 90,420 $ 14,341 $ 10,784 $ 115,545 Other Liabilities $ 6,348 $ 1 $ 47 $ 6,396 Long-term Debt 69,042 — — 69,042 Capital – FRP 10,151 7,522 5,228 22,901 Capital - Third Parties 4,879 6,818 5,509 17,206 Total Liabilities and Capital $ 90,420 $ 14,341 $ 10,784 $ 115,545
Income statements for Riverfront Holdings I, LLC (in thousands)	Three Months Ended March 31, 2017 2016 Revenues: Rental Revenue $ 1,311 — Revenue - Reimbursements 15 — Total Revenues 1,326 — Cost of operations: Depreciation and amortization 863 22 Operating expenses 475 68 Property taxes 219 — Total cost of operations 1,557 90 Total operating profit (231 ) (90 ) Interest expense (756 ) — Net loss of the Partnership $ (987 ) (90 )

Business Segments - Business se

Business Segments - Business segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Segment Reporting Information [Line Items]
Revenues	$ 9,322	$ 9,615
Operating profit	3,404	3,509
Interest expense	248	415
Depreciation, depletion and amortization	2,059	1,929
Cash items	106	0	$ 0	$ 0
Total identifiable net assets	269,517		266,560
Asset Management
Segment Reporting Information [Line Items]
Revenues	7,285	7,574
Operating profit before corporate expenses	3,501	3,423
Corporate expenses	(753)	(520)
Interest expense	248	415
Capital expenditures	2,259	473
Depreciation, depletion and amortization	1,965	1,835
Total identifiable net assets	168,339		169,736
Mining royalty lands
Segment Reporting Information [Line Items]
Revenues	1,762	1,778
Operating profit before corporate expenses	1,625	1,649
Corporate expenses	(66)	(75)
Capital expenditures	0	4
Depreciation, depletion and amortization	39	31
Total identifiable net assets	39,087		39,259
Land Development and Construction
Segment Reporting Information [Line Items]
Revenues	275	263
Operating profit before corporate expenses	(395)	(555)
Corporate expenses	(508)	(413)
Capital expenditures	1,470	479
Depreciation, depletion and amortization	55	63
Total identifiable net assets	58,901		57,126
Corporate
Segment Reporting Information [Line Items]
Total identifiable net assets	3,084		$ 439
Total Segments
Segment Reporting Information [Line Items]
Revenues	9,322	9,615
Operating profit	3,404	3,509
Corporate expenses	(1,327)	(1,008)
Capital expenditures	3,729	956
Depreciation, depletion and amortization	$ 2,059	$ 1,929

Long-term debt (Details)

Long-term debt (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Revolving credit agreements	$ 6,765	$ 6,665
5.6% to 7.9% mortgage notes due in installments through 2027	32,984	34,080
Total debt	39,749	40,745
Less portion due within one year	4,599	4,526
Long-term debt	$ 35,150	$ 36,219

Earnings per share (Details)

Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earnings Per Share, Basic and Diluted [Abstract]
Weighted average common shares outstanding during the period - shares used for basic earnings per common share	9,931	9,853
Common shares issuable under share based payment plans which are potentially dilutive	70	40
Common shares used for diluted earnings per common share	10,001	9,893
Net income	$ 1,443	$ 1,820
Earnings per common share:
Basic	$ 0.15	$ 0.18
Diluted	$ 0.14	$ 0.18

Summary of Stock Activity (Deta

Summary of Stock Activity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)Years$ / sharesshares	Dec. 31, 2016USD ($)Years$ / sharesshares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options outstanding | shares	222,379	236,385
Options granted | shares	4,555
Options exercised | shares	(18,561)
Options outstanding weighted average exercise price | $ / shares	$ 26	$ 25.35
Options outstanding weighted average exercise price - Granted | $ / shares	37.55
Options outstanding weighted average exercise price - modification | $ / shares	30.21
Options outstanding weighted average exercise price - Exercised | $ / shares	$ 20.48
Options outstanding weighted average remaining term | Years	6.2	6.1
Options outstanding weighted average grant date fair value	$ 2,215	$ 2,440
Options granted weighted average grant date fair value	75
Options modified weighted average grant date fair value	(137)
Options exercised weighted average grant date fair value	$ (163)
Options exercisable at March 31, 2017 | shares	180,089
Options exerciseable weighted average exercise price | $ / shares	$ 24.79
Options exerciseable weighted average remaining term | Years	5.7
Options exerciseable weighted average grant date fair value	$ 1,631
Options vested during three months ended March 31, 2017 | shares	26,839
Options vested weighted average grant date fair value	$ 223

Stock Compensation Expense (Det

Stock Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock option grants	$ 77	$ 31
Annual director stock award	445	412
Stock based compensation	$ 522	$ 443

Investments in Joint Ventures (

Investments in Joint Ventures (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
Total Investment	$ 22,232	$ 22,901
Net Loss of the Partnership	(1,005)	(1,454)
Company's share of Net Loss of the Partnership	(771)	(1,119)	$ (86)
Capital - FRP	22,232	$ 22,901
Total revenues	9,322		9,615
Operating expenses	1,001		1,531
Property taxes	1,062		1,142
Total cost of operations	5,918		6,106
Total operating profit	3,404		3,509
Interest expense	$ (248)		(415)
Riverfront Holdings I, LLC
Ownership percent	77.14%	77.14%
Total Investment	$ 9,379	$ 10,151
Total Assets of the Partnership	91,753	90,420
Net Loss of the Partnership	(987)	(1,446)	(90)
Company's share of Net Loss of the Partnership	(762)	(1,115)
Cash	1,457	1,023
Cash held in escrow	133	88
Accounts receivable	32
Prepaid expenses	160
Investments in real estate, net	89,971	89,309
Amortizable debt costs	(955)
Other liabilities	2,049	6,348
Long-term debt	76,626	69,042
Capital - FRP	9,379	10,151
Capital - Third parties	4,654	4,879
Total liabilities and capital	91,753	$ 90,420
Rental revenue	1,311		0
Revenue - Reimbursements	15		0
Total revenues	1,326		0
Depreciation and amortization	863		22
Operating expenses	475		68
Property taxes	219		0
Total cost of operations	1,557		90
Total operating profit	(231)		(90)
Interest expense	(756)		0
Net loss of the Partnership	$ (987)		$ (90)
Brooksville Quarry, LLC
Ownership percent	50.00%	50.00%
Total Investment	$ 7,512	$ 7,522
Total Assets of the Partnership	14,343	14,341
Net Loss of the Partnership	(18)	(8)
Company's share of Net Loss of the Partnership	(9)	(4)
Cash	24	18
Cash held in escrow	0	0
Accounts receivable	4
Prepaid expenses	5
Investments in real estate, net	14,310	14,323
Amortizable debt costs	0
Other liabilities	23	1
Long-term debt	0	0
Capital - FRP	7,512	7,522
Capital - Third parties	6,808	6,818
Total liabilities and capital	$ 14,343	$ 14,341
BC FRP Realty, LLC
Ownership percent	50.00%	50.00%
Total Investment	$ 5,341	$ 5,228
Total Assets of the Partnership	10,935	10,784
Net Loss of the Partnership	0	0
Company's share of Net Loss of the Partnership	0	0
Cash	15	21
Cash held in escrow	0	0
Accounts receivable	0
Prepaid expenses	0
Investments in real estate, net	10,920	10,763
Amortizable debt costs	0
Other liabilities	55	47
Long-term debt	0	0
Capital - FRP	5,341	5,228
Capital - Third parties	5,539	5,509
Total liabilities and capital	10,935	10,784
Joint Ventures
Total Investment	22,232	22,901
Total Assets of the Partnership	117,031	115,545
Cash	1,496	1,062
Cash held in escrow	133	88
Accounts receivable	36
Prepaid expenses	165
Investments in real estate, net	115,201	114,395
Amortizable debt costs	(955)
Other liabilities	2,127	6,396
Long-term debt	76,626	69,042
Capital - FRP	22,232	22,901
Capital - Third parties	17,001	17,206
Total liabilities and capital	$ 117,031	$ 115,545

Business Segments (Details Narr

Business Segments (Details Narrative)	3 Months Ended
	Mar. 31, 2017aSegments
Reportable business segments | Segments	3
Mining royalty lands
Mining royalty lands acres	15,000
Brooksville Quarry, LLC
Mining royalty lands acres	4,280

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Related Party Transactions [Abstract]
Charges/allocation related to Transition Services Agreement with Patriot	$ 557	$ 406

Long-Term debt (Details Narrati

Long-Term debt (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)	Dec. 31, 2016	Mar. 31, 2016USD ($)	Jul. 24, 2015USD ($)	Jan. 30, 2015USD ($)
Mortgage interest description	5.6% to 7.9% mortgage notes due in installments through 2027	5.6% to 7.9% mortgage notes due in installments through 2027
Capitalized interest	$ 370		$ 242
First Tennessee bank Term Loan
Credit Agreement term years	10
Term loan facility	$ 20,000
Wells Fargo Bank, N.A.
Credit Agreement term years					5
Revolving Credit Agreement					$ 20,000
Sublimit for standby letters of credit					$ 10,000
Letters of credit issued	2,263
Borrowed under the revolver	5,799
Available for borrowing	11,938
Tangible net worth covenant	110,000
Available to pay dividends or repurchase stock	$ 75,500
Revolver interest over LIBOR	1.4%
Commitment fee	0.15%
First Tennessee Bank
Credit Agreement term years				5
Revolving Credit Agreement				$ 20,000
Revolver conversion to term loan	24 month window
Borrowed under the revolver	$ 966
Available for borrowing	$ 19,034
Revolver interest over LIBOR	1.9%
Commitment fee	0.10%

Earnings per Share (Details Nar

Earnings per Share (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earnings per common share:
Anti-dilutive shares	23,958	72,090

Stock-Based Compensation Plan32

Stock-Based Compensation Plans (Details Narrative) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)Years$ / sharesshares
Number of stock option plans	2
Exercisable installments	20% or 25%
Shares available for future issuance | shares	569,917
Aggregate intrinsic value of exercisable in-the-money options	$ 2,739
Aggregate intrinsic value of outstanding in-the-money options	$ 3,113
Market close price | $ / shares	$ 40
Total unrecognized compensation cost of options granted but not yet vested	$ 409
Weighted average period for compensation to be recognized | Years	3.9
Gains realized by option holders	$ 358
Expected minimum volatility	35.00%
Expected maximum volatility	46.00%
Risk-free interest rate minimum	0.30%
Risk-free interest rate maximum	4.20%
Expected life minimum | Years	0.25
Expecited life maximum | Years	7
Dividend yield	0.00%
Modification stock compensation expense	$ 41
Patriot Transportation
Modification stock compensation expense	$ 150

Contingent Liabilities (Details

Contingent Liabilities (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2016	Dec. 31, 2015	Mar. 31, 2017
Contingent Liabilities Details Narrative
Cap on environment financial responsibility			$ 1,871
Environmental remediation expense	$ 2,000
Total cost of remediation			$ 1,900
Environmental remediation recovery		$ 3,000

Concentrations (Details Narrati

Concentrations (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)integer
Tenants leasing mining locations | integer	4
Asset Management Top Customer
Customer revenue concentration	11.00%
Mining Top Customer
Customer revenue concentration	13.70%
Accounts receivable concentration | $	$ 130

Fair Value Measurements (Detail

Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Assets measured at fair value on a recurring basis	$ 0
Liabilities measured at fair value on a recurring basis	0
Assets measured at fair value on a non-recurring basis	0
Liabilities measured at fair value on a non-recurring basis	0
Carrying amount of mortgage notes payable	39,749	$ 40,745
Fair value of mortgage notes payable	$ 42,823	$ 43,747

Investments in Joint Ventures36

Investments in Joint Ventures (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)aft²	Dec. 31, 2016USD ($)	Mar. 31, 2016USD ($)	Aug. 08, 2014USD ($)
Company's share of the loss of the joint venture	$ 771	$ 1,119	$ 86
Joint Venture consolidated retained earnings	$ (2,134)	$ (1,667)
Riverfront Holdings I, LLC
Square feet | ft²	300,000
Retail square feet | ft²	18,000
Area of land to develop | a	2
Land acreage | a	5.82
Value of land contributed	$ 13,500
Cash contributed	$ 4,866
Joint venture percentage stake	77.14%	77.14%
Other ownership capital contribution	$ 5,553
EB5 Secondary financing				$ 17,000
Nonrecourse construction loan				$ 65,000
Book value of land contribution	6,165
Company's share of the loss of the joint venture	$ 762	$ 1,115
Brooksville Quarry, LLC
Land acreage | a	4,300
Cash contributed	$ 2,430
Joint venture percentage stake	50.00%	50.00%
FRP land contribution previously leased to Vulcan | a	3,443
Book value of land contribution	$ 2,548
FRP additional contribution for land	$ 3,018
Additional land acquired | a	288
Vulcan land contribution | a	553
Company's share of the loss of the joint venture	$ 9	$ 4
BC FRP Realty, LLC
Square feet | ft²	329,000
Land acreage | a	25
Value of land contributed	$ 7,500
Joint venture percentage stake	50.00%	50.00%
Company's share of the loss of the joint venture	$ 0	$ 0
St Johns Properties JV St Johns
Value of land contributed	3,240
Cash contributed	$ 2,130
St Johns land contribution | a	10