Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data |
Jun. 30, 2011
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Sep. 30, 2010
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Accounts receivable allowance for doubtful accounts | $ 128 | $ 83 |
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 9,300,623 | 9,278,088 |
Statements of Operations (USD $)
In Thousands, except Share data |
3 Months Ended | 9 Months Ended | ||
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Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2011
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Jun. 30, 2010
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Revenues: | Â | Â | Â | Â |
Transportation | $ 26,182 | $ 23,064 | $ 72,209 | $ 66,803 |
Mining royalty land | 1,180 | 1,247 | 3,193 | 3,243 |
Developed property rentals | 4,585 | 4,047 | 13,398 | 13,322 |
Total revenues | 31,947 | 28,358 | 88,800 | 83,368 |
Cost of operations: | Â | Â | Â | Â |
Transportation | 23,738 | 20,349 | 65,775 | 60,720 |
Cost of Operations Mining royalty land | 334 | 368 | 1,025 | 1,040 |
Cost of Operations Developed property rentals | 3,267 | 3,022 | 9,912 | 9,874 |
Unallocated corporate | 167 | 138 | 1,275 | 1,144 |
Total cost of operations | 27,506 | 23,877 | 77,987 | 72,778 |
Operating profit: | Â | Â | Â | Â |
Operating profit Transportation | 2,444 | 2,715 | 6,434 | 6,083 |
Operating profit Mining royalty land | 846 | 879 | 2,168 | 2,203 |
Operating profit Developed property rentals | 1,318 | 1,025 | 3,486 | 3,448 |
Unallocated corporate | (167) | (138) | (1,275) | (1,144) |
Total operating profit | 4,441 | 4,481 | 10,813 | 10,590 |
Interest income and other | 70 | 106 | 271 | 340 |
Equity in loss of joint venture | (14) | 0 | (16) | (2) |
Interest expense | (789) | (966) | (2,533) | (2,988) |
Income before income taxes | 3,708 | 3,621 | 8,535 | 7,940 |
Provision for income taxes | (1,349) | (1,121) | (3,203) | (2,780) |
Income from continuing operations | 2,359 | 2,500 | 5,332 | 5,160 |
Income (loss) from discontinued operations | 20 | 99 | 5,125 | 217 |
Net income | $ 2,379 | $ 2,599 | $ 10,457 | $ 5,377 |
Basic earnings per common share | Â | Â | Â | Â |
Continuing operations | $ 0.25 | $ 0.27 | $ 0.57 | $ 0.56 |
Discontinued operations | $ 0.01 | $ 0.01 | $ 0.56 | $ 0.03 |
Net income | $ 0.26 | $ 0.28 | $ 1.13 | $ 0.59 |
Diluted earnings per common share | Â | Â | Â | Â |
Continuing operations | $ 0.25 | $ 0.27 | $ 0.56 | $ 0.55 |
Discontinued operations | $ 0.00 | $ 0.01 | $ 0.55 | $ 0.02 |
Net income | $ 0.25 | $ 0.28 | $ 1.11 | $ 0.57 |
Number of shares (in thousands) used in computing: | Â | Â | Â | Â |
-basic earnings per common share | 9,291 | 9,184 | 9,279 | 9,171 |
-diluted earnings per common share | 9,443 | 9,426 | 9,453 | 9,421 |
Document and Entity Information
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3 Months Ended |
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Jun. 30, 2011
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Entity Registrant Name | PATRIOT TRANSPORTATION HOLDING INC |
Entity Central Index Key | 0000844059 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2011 |
Amendment Flag | false |
Current Fiscal Year End Date | --09-30 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Accelerated Filer |
Entity Common Stock, Shares Outstanding | 9,300,623 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2011 |
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Stock-Based Compensation Plans
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Jun. 30, 2011
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Stock-Based Compensation Plans |
(7) Stock-Based Compensation Plans. As more fully described in Note 7 to the Companys notes to the consolidated financial statements in the Companys Annual Report on Form 10-K for the year ended September 30, 2010, the Companys 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 644,250 at June 30, 2011.
The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands):
A summary of changes in outstanding options is presented below (in thousands, except share and per share amounts):
The aggregate intrinsic value of exercisable in-the-money options was $5,223,000 and the aggregate intrinsic value of all outstanding in-the-money options was $5,223,000 based on the market closing price of $22.37 on June 30, 2011 less exercise prices. Gains of $869,000 were realized by option holders during the nine months ended June 30, 2011. The realized tax benefit from options exercised for the nine months ended June 30, 2011 was $333,000. Total compensation cost of options granted but not yet vested as of June 30, 2011 was $777,000, which is expected to be recognized over a weighted-average period of 2.5 years.
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Business Segments
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Jun. 30, 2011
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Business Segments |
(3) Business Segments. The Company operates in three reportable business segments. The Companys 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 Companys real estate operations consist of two reportable segments. The Mining royalty land segment owns real estate including construction aggregate royalty sites and parcels held for investment. The Developed property rentals segment acquires, constructs, and leases office/warehouse buildings primarily in the Baltimore/Northern Virginia/Washington area and holds real estate for future development or related to its developments.
The Companys transportation and real estate groups operate independently and have minimal shared overhead except for corporate expenses. Corporate expenses are allocated in fixed quarterly amounts based upon budgeted and estimated proportionate cost by segment. Unallocated corporate expenses primarily include stock compensation and corporate aircraft expenses. Reclassifications to prior period amounts have been made to be comparable to the current presentation.
Operating results and certain other financial data for the Companys business segments are as follows (in thousands):
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Concentrations
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3 Months Ended |
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Jun. 30, 2011
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Concentrations |
(9) Concentrations. The transportation segment primarily serves customers in the industries in the Southeastern U.S. Significant economic disruption or downturn in this geographic region or these industries could have an adverse effect on our financial statements.
During the first nine months of fiscal 2011, the transportation segments ten largest customers accounted for approximately 55.4% of the transportation segments revenue. One of these customers accounted for 20.2% of the transportation segments revenue. The loss of any one of these customers would have an adverse effect on the Companys revenues and income. Accounts receivable from the transportation segments ten largest customers was $3,364,000 and $2,797,000 at June 30, 2011 and September 30, 2010 respectively.
The Company places its cash and cash equivalents with high credit quality institutions. At times such amounts may exceed FDIC limits. |
Fair Value Measurements
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3 Months Ended |
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Jun. 30, 2011
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Fair Value Measurements |
(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 June 30, 2011 the Company had no assets or liabilities measured at fair value on a recurring basis and only one asset recorded at fair value on a non-recurring basis as it was deemed to be other-than-temporarily impaired. The fair value of the corporate aircraft of $1,550,000 is based on level 2 inputs for similar assets in the current market. The first quarter of fiscal 2011 includes $300,000 for the impairment to estimated fair value of the corporate aircraft due to indications of a decrease in value versus the previous year end. The Companys decision to discontinue its regular use requires adjustment to the current estimated value as necessary.
The fair value of note receivable (see Note 11) approximates the unpaid principal balance based upon the interest rate and credit risk of the note. The fair value of all other financial instruments with the exception of mortgage notes (see Note 4) approximates the carrying value due to the short-term nature of such instruments. |
Contingent Liabilities
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3 Months Ended |
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Jun. 30, 2011
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Contingent Liabilities |
(8) Contingent liabilities. Certain of the Companys 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 self-insurance risks with respect to losses for third party liability and property damage. There is a reasonable possibility that the Companys estimate of vehicle and workers compensation liability for the transportation group 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 Companys consolidated financial condition, results of operations or cash flows. |
Basis of Presentation
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3 Months Ended |
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Jun. 30, 2011
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Basis of Presentation |
(1) Basis of Presentation. The accompanying consolidated financial statements include the accounts of Patriot Transportation Holding, Inc. and its subsidiaries (the Company). Investment in the 50% owned Brooksville Joint Venture is accounted for under the equity method of accounting. 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 nine months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2011. 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 Companys Form 10-K for the year ended September 30, 2010.
In connection with the presentation adopted in March, 2010 of our real estate operations as two reportable segments, two properties in Washington, D.C. and two properties in Duval County, Florida were reclassified out of the Royalties and rent division and the division was renamed the Mining royalty land segment. Historical results have been reclassified to conform to the new segment presentation. |
Long-Term debt
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Jun. 30, 2011
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Long-Term debt |
(4) Long-Term debt. Long-term debt is summarized as follows (in thousands):
The Company has a $37,000,000 uncollateralized Revolving Credit Agreement with three banks, which matures on December 13, 2013. The Revolver bears interest at a rate of 1.00% over the selected LIBOR, which may change quarterly based on the Companys 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 Revolver contains limitations on availability and restrictive covenants including limitations on paying cash dividends. Letters of credit in the amount of $11,262,000 were issued under the Revolver. As of June 30, 2011, $25,738,000 was available for borrowing and $50,270,000 of consolidated retained earnings would be available for payment of dividends. The Company was in compliance with all covenants as of June 30, 2011.
The fair values of the Companys mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities. At June 30, 2011, the carrying amount and fair value of such other long-term debt was $68,448,000 and $70,819,000, respectively. |
Transactions with Vulcan Materials Company
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3 Months Ended |
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Jun. 30, 2011
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Transactions with Vulcan Materials Company |
(5) Transactions with Vulcan Materials Company. The Company previously may have been considered a related party to Vulcan Materials Company (Vulcan). One director of the Company was employed by Vulcan until September 17, 2010 and is related to two other Company directors. The Company, through its transportation subsidiaries, hauls commodities by tank trucks for Vulcan. Charges for these services are based on prevailing market prices. The real estate subsidiaries lease certain construction aggregates mining and other properties to Vulcan. Revenue from Vulcan for the first nine months of fiscal 2011 was $4,942,000 compared to $4,446,000 for the same period last year.
A subsidiary of the Company (FRP) has a Joint Venture Agreement with Vulcan Materials Company (formerly Florida Rock Industries, Inc.), Brooksville Quarry, LLC, to develop approximately 4,300 acres of land near Brooksville, Florida. Distributions will be made on a 50-50 basis except for royalties and depletion specifically allocated to FRP. Other income for the nine months ended June 30, 2011 and June 30, 2010 includes a loss of $16,000 and $2,000, respectively, representing the Companys equity in the loss of the joint venture. |
Earnings per share
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Jun. 30, 2011
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Earnings per share | (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):
For the three and nine months ended June 30, 2011, 140,370 and 132,870 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 and nine months ended June 30 2010, 34,570 and 37,070 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. |
Stock Split
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3 Months Ended |
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Jun. 30, 2011
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Stock Split |
(2) Stock Split. On December 1, 2010, the board of directors declared a 3-for-1 stock split of the Companys common stock in the form of a stock dividend. The record date for the split was January 3, 2011 and the new shares were issued on January 17, 2011. The total authorized shares remained 25 million and par value of common stock remained unchanged at $0.10 per share. All share and per share information presented has been adjusted to reflect this stock split. |
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Discontinued operations
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Jun. 30, 2011
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Discontinued operations | (11) Discontinued operations. In August 2009 the Company sold its flatbed trucking company, SunBelt Transport, Inc. ("SunBelt"). Under the agreement, the Buyer purchased all of SunBelts tractors and trailers, leased the SunBelt terminal facilities in Jacksonville, Florida for 36 months at a rental of $5,000 per month and leased the terminal facilities in South Pittsburgh, Tennessee for 60 months at a rental of $5,000 per month with an option to purchase the Tennessee facilities at the end of the lease for payment of an additional $100,000. The South Pittsburgh lease was recorded as a sale under bargain purchase accounting. The purchase price received for the tractors and trailers and inventories was a $1 million cash payment and the delivery of a Promissory Note requiring 60 monthly payments of $130,000 each including interest at 7%, secured by the assets of the business conveyed. Proceeds from the sale of equipment of $923,000 and an extra payment of $2,055,000 were partial prepayments to the note in fiscal 2011. The Company retained all pre-closing receivables and liabilities.
SunBelt has been accounted for as discontinued operations in accordance with ASC Topic 205-20 Presentation of Financial Statements Discontinued Operations. All periods presented have been restated accordingly.
In December 2010, a subsidiary of the Company, Florida Rock Properties, Inc., sold approximately 1,777 acres of land in Caroline County, Virginia, to the Commonwealth of Virginia, Board of Game and Inland Fisheries. The purchase price for the property was $5,200,000, subject to certain deductions. The Company also donated the $5,402,000 value of minerals and aggregates and recognized a $2,053,000 permanent tax benefit. The Company's book value of the property was $276,000.
A summary of discontinued operations is as follows (in thousands):
The components of the balance sheet are as follows:
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