Earnings Labs

FRP Holdings, Inc. (FRPH)

Q1 2017 Earnings Call· Wed, Feb 1, 2017

$21.61

+0.75%

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Transcript

Operator

Operator

Excuse me, everyone. We now have Tom Baker, CEO of FRP Holdings, Inc. in conference. Please be aware that each of your lines is in a listen-only mode. And at the conclusion of Mr. Baker’s presentation, we will open the floor for questions. And at that time, instructions will be given as to the procedure to follow, if you would like to ask a question. I’d now like to turn today’s call over to Mr. Tom Baker. Sir, you may now begin.

Tom Baker

Management

Good afternoon to you all, as mentioned, I’m Tom Baker, CEO of FRP Holdings and with me today are John Baker, our Chairman; John Milton, our CFO; David deVilliers, our President; and John Klopfenstein, our CAO. Before we get into our results, let me caution you that any statements made during this call that relate to the future are by their nature subject to risk and uncertainties that could cause actual results and events to differ materially from those indicated by such forward-looking statements. Additional information regarding these and other risk factors and uncertainties may be found in the Company’s filing with the Securities and Exchange Commission. Whether through strategic acquisitions, organic growth, joint ventures, or putting our non-income producing land to work, our constant aim is to create and grow shareholder value. To that end, we have for some time explored the possibility of converting this company into a Real Estate Investment Trust, with the idea that this may be a more efficient structure given the nature of our business. Though no final decision has been made, in order to have the option to convert to a REIT in 2017, the board has elected to change from our previous fiscal year ending September 30, to a fiscal year that follows the calendar year as is required of a REIT. This change went into effect January 1, 2017 and will require a one-time additional auditing expense of $120,000, which will be reflected in fiscal 2017. Thus, the transition period ended December 31, 2016 will be known as just that and will not be part of any fiscal year, not even retroactively. Finally, consistent with having the option to elect REIT status, we have contributed our mining reserves into a wholly owned subsidiary. Because the parent company still retains control of…

David deVilliers

Management

Thank you, Tom and good day to those of you on the call this afternoon. I will now take you through our results for quarter just ended December 31. As Tom articulated in his opening remarks, we enjoyed another successful quarter in both of our income producing segments and our development segment was busy further preparing certain non-income producing assets for income production. Relative to the asset management segment, rental revenues from our building platform for the quarter just ended increased 5.9% to $7.321 million. Net operating income increased $300,000 or 5.6% over the same period last year to $5.689 million, due primarily to the acquisition of the Gilroy Road warehouse building in Hunt Valley, Maryland in July of 2016. We ended the this quarter with total occupied square feet of 3,488,995 square feet an increase of 3.7% over last year same quarter or 124,947 square feet. Our occupancy level stood at 89.9%. As the same-store, the average annual occupancy was up for the quarter by 134,000 square feet or 3.6% to 94.7%. The corresponding net operating income for the same period increased 2.3% to $5.506 million from $5.383 million. Relative to the mining and royalty segment due to a combination of increased royalty rates in tons sold revenues were up in the quarter just ended from the same period last year by 13.3% or $221,000 to $1.880 million. These increases resulted in operating profits of $1.708 million, an increase of 16.2% or $238,000 over the same quarter last year. We believe that volume increases from our locations will the norm for the foreseeable future as construction activity in Florida and Georgia continues to improve. And finally to our Land Development and Construction Segment, as I previously stated this segment is responsible for seeking opportunistic purchases of income producing properties…

Tom Baker

Management

Thank you David. We remain focused on turning non-income-producing assets into income-producing assets. And over the last five years, we’ve converted 172 acres of non-income-producing land into 756,000 square feet of income-producing property. In this past quarter, those properties produced $1,267,000 of NOI. As we fully complete the two spec buildings currently under the final stages of construction, this total will grow even more. As David mentioned, our Royalty business continues to improve and should show solid gains going forward. Our apartments in DC are running up according to plan as of today, and we’re pushing forward on work for Phase II. As mentioned earlier, we’re setting the groundwork to make a REIT election if we believe that is the best interest of the company and the shareholders. While we still face the task of leasing a substantial amount of expiring space this year, we’re making progress. And as I’ve said before, we remain excited about the future of FRP. At this time, we’ll be glad to answer you questions.

Operator

Operator

Thank you. [Operator Instructions] Thank you. Our first question will be from Craig Bibb with CJS Securities.

Craig Bibb

Analyst

Hi. Interesting developments with potential shift to a REIT. Could you maybe give us the pluses and minuses of becoming a REIT?

John Milton

Analyst

Craig, John Milton. I don’t want to go too far end of that because it will be totally up to our Board. Obviously, at the current tax structure, the REIT converts your tax liabilities to one tax at the shareholder level on the rental income streams we receive. Currently, in order to get that money in the hands of shareholders, it’s subject to a corporate level tax and then a subsequent tax if money is distributed as a dividend. So, the principal benefit is a net savings in terms of giving money to the shareholders pocket. The downside obviously is the cash requirements to pay out since you have to pay out something akin to your accumulated earnings and profits, which we will not speculate on right now until we have somebody firmly advises on that, so it is a significant cash requirement. Keep in mind that these items, I call it, will be weighed by our Board in the face of any tax law changes that are implemented by this new administration. And obviously, any changes in the corporate tax rate could be very material to our decision.

Craig Bibb

Analyst

Okay. And then, if you’re paying out most of your earnings from the operating assets, would you be comfortable running with a higher level of debt?

John Milton

Analyst

Haven’t gone to that point yet, Craig. Obviously, we have very little debt, so I would be comfortable running with more debt than we have today.

Craig Bibb

Analyst

Okay. That certainly makes sense. And then, could you give us just kind of ballpark what portion of mining income would be considered ground rent or what ballpark the dollar value?

Tom Baker

Management

Well, we – our analysis right now puts it at just under $2 million but that will change when the minimum rents at Fort Myers start to be actual royalty streams. So that will be a changing number as we go forward in each location.

Craig Bibb

Analyst

Okay. And what – is there a timing at Fort Myers that you got to be close?

Tom Baker

Management

Well, we should be close on getting the permit – final permit but once the final permit comes it will take them several months to ramp up production.

Craig Bibb

Analyst

Okay. And then, the last question from me. Could you give us the steps to final approval for Phase 2 in Anacostia and kind of the timing it will stops or how it plays out?

Tom Baker

Management

David deVilliers, you have that…

David deVilliers

Management

Yes, we had our set-down hearing at the end of January and we look forward to hopefully receipt of the final approval some time in February or March.

Craig Bibb

Analyst

That’s great.

David deVilliers

Management

There’s going to appeal period that runs 60 days and then you’re after the permit drawing, so forth and so on.

Craig Bibb

Analyst

Okay. And then at that point, its kind of – is the type of schedules up to you in terms of when you actually want to start and…

Tom Baker

Management

That’s correct.

Craig Bibb

Analyst

And would you start before you add final lease-up on Phase 1?

Tom Baker

Management

There’s a lot of different variables that we have to look at, we haven’t gotten that far.

John Milton

Analyst

Craig, the answer to that, that’s probably not but currently we – our progress on lease up has been very good and if it stays at the current level then that will not be an issue.

Craig Bibb

Analyst

Were there any surprises with Phase 1, any key learnings or…

John Milton

Analyst

Fortunately, I’m going to answer that and say not yet.

Craig Bibb

Analyst

Okay, all right thanks a lot guys. Great quarter.

John Milton

Analyst

Thank you, Craig.

Operator

Operator

Thank you. Our next question will be from Robert Henderson with Rutabaga Capital Management.

Robert Henderson

Analyst

Good morning or good afternoon I should say. So, just to clarify on the – as you envision the possibility of a REIT now, if that did occur, the income that would go into that REIT would be everything from your income-producing properties and a portion from the mining subsidiary. Is that correct?

Tom Baker

Management

Ever so, generally yes, sir.

Robert Henderson

Analyst

Okay. And then you mentioned that you have to weigh the pluses and minuses of the REIT with the two notable things being possible changes in the tax code and also the cash outflow that is required in a REIT and that your Board has to weigh that, are there any other key outstanding things that you have to find out about or way other than those two important questions before you make a decision?

Tom Baker

Management

And before we make the decision.

John Milton

Analyst

Other issues really are major issues for professionals to audit and determine your exact amount of accumulated earnings and profits to determine the required amount of the dividend.

Robert Henderson

Analyst

Okay. All right. Okay, thank you.

Operator

Operator

Thank you. Our next question will be from Kevin Bennett with Davenport Asset Management.

Kevin Bennett

Analyst

Hi, ladies and gentlemen. I just wonder, and you may have said it already, but just timing for a decision, is that at the next Board meeting or when do you think we could hear something?

John Milton

Analyst

You will – this is John Milton, you have technically until the end of the calendar year 2017 but a lot of other things have to happen by that deadline as well. So I would not anticipate that you’d get an answer by the next board meeting.

Kevin Bennett

Analyst

Okay. And is it a definite that the royalty component of the mining revenue would not be able to go into the REIT or is that something that we’re still studying?

Tom Baker

Management

That’s an excellent question and we might ask that at the Interval Revenue Service at an appropriate time. It is their position – the IRS’ position that it does not qualify we may not agree with that position but we will file our tax returns in accordance with the existing law.

Kevin Bennett

Analyst

And then, I guess just trying to get a rough feel for where our dividend would be based on current income production versus – I think there would be some pretty nice embedded growth, right, with income that we would have associated with projects over the next, say, three to five years. Is there any way to put parameters around that?

Tom Baker

Management

Well, that might be for an analyst like yourself but if we do that we don’t make it public.

John Milton

Analyst

As you know this company we have never projected earnings and we don’t intend to start now.

Kevin Bennett

Analyst

And the last thing, will you be comfortable, I would assume, under a REIT’s umbrella that you’d be retaining enough capital to grow as you would like?

John Milton

Analyst

That’s one of the issues our Board has to face but we think its possible, yes.

Kevin Bennett

Analyst

Thank you very much.

Operator

Operator

[Operator Instructions] Showing no further questions in the queue at this time.

Tom Baker

Management

Well, thank you so much for your interest and we look forward to talking to you again next quarter.

Operator

Operator

Thank you, ladies and gentlemen. This concludes today’s teleconference. You may now disconnect.