UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2018
FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 001-36769 47-2449198
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation
200 W. Forsyth Street, 7th Floor
Jacksonville, Florida 32202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 858-9100
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (s. 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s. 240.12b-2
of this chapter). Emerging growth company [_]
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. [_]
EXPLANATORY NOTE
As reported in a Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission by FRP Holdings, Inc., a Florida corporation
(the "Company"), on May 24, 2018 (the "Original Form 8-K"), on May 21, 2018,
the Company and certain of its subsidiaries completed its previously announced
disposition of 40 industrial warehouse properties and three additional land
parcels to BRE Foxtrot Parent, LLC, an affiliate of Blackstone Real Estate
(the "Transaction"), pursuant to an Agreement of Purchase and Sale of Assets
dated March 22, 2018. This amendment is filed to provide the pro forma
financial information of the Company giving effect to the Transaction as
required by Item 9.01. Except as set forth herein, no other information
contained in the Original Form 8-K has been amended.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
The following unaudited pro forma financial information of the Company
giving effect to the Transaction is filed as Exhibit 99.1 hereto and
incorporated by reference herein:
* Condensed consolidated balance sheet as of March 31, 2018;
* Condensed consolidated statement of income for the three months
ended March 31, 2018; and
* Condensed consolidated statement of income for the fiscal year
ended December 31, 2017.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FRP HOLDINGS, INC.
Date: August 6, 2018 By: /s/ John D. Milton, Jr.
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John D. Milton, Jr.
Chief Financial Officer
EXHIBIT INDEX
Ex No. Description
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99.1 Unaudited pro forma condensed consolidated balance sheet of
FRP Holdings, Inc. as of March 31, 2018, and the unaudited
pro forma condensed consolidated statements of income for
the three months ended March 31, 2018 and fiscal year ended
December 31, 2017
99.1
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On May 21, 2018, FRP Holdings, Inc., a Florida corporation (the "Company"), and
certain of its subsidiaries completed its previously announced disposition of
40 industrial warehouse properties and 3 additional land parcels to BRE Foxtrot
Parent, LLC, an affiliate of Blackstone Real Estate (the "Transaction"). The
following unaudited pro forma condensed consolidated financial statements,
which have been prepared to comply with Article 11 of Regulation S-X, as
promulgated by the SEC, are for illustrative purposes only and should be read
in conjunction with the financial statements of the Company and notes thereto
presented in the Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 2018, and Annual Report on Form 10-K for the year ended
December 31, 2017. The unaudited pro forma balance sheet and income statements
are not necessarily indicative of what the actual financial position and
operating results would have been had the Transaction occurred on March 31,
2018, or December 31, 2016, respectively, nor are they indicative of future
operating results of the Company.
The following unaudited pro forma consolidated balance sheet of the Company
was derived from the Company's historical consolidated financial statements
and is being presented to give effect to the Transaction as if it had occurred
on March 31, 2018.
March 31, Pro Forma Adjusted
Assets: 2018 Adjustments March 31, 2018
-------------- -------------- --------------
Real estate investments at cost:
Land $ 127,700 (40,465) 87,235
Buildings and improvements 334,850 (187,360) 147,490
Projects under construction 9,443 (6,841) 2,602
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Total investments in properties 471,993 (234,666) 237,327
Less accumulated depreciation
and depletion 97,838 (69,734) 28,104
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Net investments in properties 374,155 (164,932) 209,223
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Real estate held for investment,
at cost 7,176 - 7,176
Land held for sale - 4,298 4,298
Investment in joint ventures 13,422 - 13,422
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Net real estate investments 394,753 (160,634) 234,119
-------------- -------------- --------------
Cash and cash equivalents 6,961 251,347 258,308
Cash held in escrow 269 - 269
Accounts receivable, net 907 (494) 413
Federal and state income
taxes receivable 2,377 - 2,377
Unrealized rents 4,805 (4,236) 569
Deferred costs 7,729 (5,719) 2,010
Other assets 183 - 183
-------------- -------------- --------------
Total assets $ 417,984 80,264 498,248
============== ============== ==============
Liabilities:
Line of credit payable $ - - -
Secured notes payable,
current portion 4,248 (4,248) -
Secured notes payable,
less current portion 112,983 (24,343) 88,640
Accounts payable and
accrued liabilities 4,411 (800) 3,611
Environmental remediation liability 2,037 - 2,037
Bank overdraft - - -
Federal and state income taxes payable - - -
Deferred revenue 591 (518) 73
Deferred income taxes 25,982 (9,743) 16,239
Deferred compensation 1,459 - 1,459
Deferred lease intangible, net - - -
Tenant security deposits 875 (828) 47
-------------- -------------- --------------
Total liabilities 152,586 (40,480) 112,106
============== ============== ==============
Equity:
Common stock 1,001 - 1,001
Capital in excess of par value 55,678 - 55,678
Retained earnings 188,415 120,744 309,159
Other comprehensive income 38 - 38
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Total shareholders' equity 245,132 120,744 365,876
Noncontrolling interest MRP 20,266 - 20,266
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Total equity 265,398 120,744 386,142
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Total liabilities and
shareholders' equity $ 417,984 80,264 498,248
============== ============== ==============
Below are the assumptions included in the pro forma adjustments to the above
consolidated balance sheet.
Sales price less transaction costs $ 342,407
Book value of PP&E (163,380)
Unrealized rents (4,236)
Deferred costs and deferred revenues (5,201)
Debt prepayment penalty and deferred loan fees (4,074)
--------------
165,516
Income taxes 44,772
--------------
Gain $ 120,744
==============
Sales price $ 347,200
Transaction costs (4,793)
Cash income taxes paid (54,515)
Debt prepayment including $4 million in prepayment penalties (32,665)
Holdback funds (2,746)
Collect A/R, pay AP, pay security deposits (1,134)
--------------
Cash generated $ 251,347
==============
The following unaudited pro forma consolidated income statements of the Company
were derived from the Company's historical consolidated financial statements
and are being presented to give effect to the Transaction as if it had occurred
on March 31, 2018, and December 31, 2016, respectively, and the proceeds had
been issued as a dividend to shareholders on that date and no alternative
investments had been made.
Pro Forma
Quarter ended Pro Forma Quarter ended
March 31, 2018 Adjustments March 31, 2018
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Revenues:
Rental revenue $ 9,165 (6,018) $ 3,147
Mining Royalty and rents 1,750 - 1,750
Revenue - reimbursements 1,707 (1,529) 178
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Total Revenues 12,622 (7,547) 5,075
Cost of operations:
Depreciation, depletion
and amortization 4,283 (1,886) 2,397
Operating expenses 2,043 (1,134) 909
Environmental remediation recovery - - -
Property taxes 1,473 (798) 675
Management company indirect 539 - 539
Corporate expenses 1,426 (747) 679
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Total cost of operations 9,764 (4,565) 5,199
Total operating profit 2,858 (2,982) (124)
Interest income 5 - 5
Interest expense (1,243) 290 (953)
Equity in loss of joint ventures (12) - (12)
Gain (Loss) on investment land sold - - -
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Income (loss) from continuing
operations before income taxes 1,608 (2,692) (1,084)
Provision for income taxes 579 (729) (150)
-------------- -------------- --------------
Income (loss) from continuing
operations 1,029 (1,963) (934)
Gain from discontinued transportation
operations, net of taxes - - -
-------------- -------------- --------------
Net income (loss) 1,029 (1,963) (934)
Loss attributable to
noncontrolling interest (531) - (531)
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Net income (loss) attributable
to the Company $ 1,560 (1,963) $ (403)
============== ============== ==============
Pro Forma
Year ended Pro Forma Year ended
December 31, 2017 Adjustments December 31, 2017
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Revenues:
Rental revenue $ 30,385 (22,570) $ 7,815
Mining Royalty and rents 7,153 - 7,153
Revenue - reimbursements 5,653 (5,019) 634
-------------- -------------- --------------
Total Revenues 43,191 (27,589) 15,602
Cost of operations:
Depreciation, depletion
and amortization 13,532 (7,583) 5,949
Operating expenses 5,621 (3,320) 2,301
Environmental remediation recovery - - -
Property taxes 5,024 (3,008) 2,016
Management company indirect 2,029 - 2,029
Corporate expenses 3,380 - 3,380
-------------- -------------- --------------
Total cost of operations 29,586 (13,911) 15,675
Total operating profit 13,605 (13,678) (73)
Interest income - - -
Interest expense (4,323) 1,340 (2,983)
Equity in loss of joint ventures (1,598) - (1,598)
Gain (Loss) on investment land sold 60,196 - 60,196
-------------- -------------- --------------
Income from continuing
operations before income taxes 67,880 (12,338) 55,542
Provision for income taxes 7,329 (1,842) 5,487
-------------- -------------- --------------
Income from continuing operations 60,551 (10,496) 50,055
Gain from discontinued transportation
operations, net of taxes - - -
-------------- -------------- --------------
Net income 60,551 (10,496) 50,055
Income attributable to
noncontrolling interest 18,801 - 18,801
-------------- -------------- --------------
Net income attributable
to the Company $ 41,750 (10,496) $ 31,254
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