-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HyOFqOzhpc+Z8Fs4Hms+GDMIiqkDa/gA6BBBsifOrj6yiUcwQC21rAEXFl3Q/Ld8 9QYlP1JcTD6+IkQqq4xdlw== 0000844059-01-000001.txt : 20010208 0000844059-01-000001.hdr.sgml : 20010208 ACCESSION NUMBER: 0000844059-01-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRP PROPERTIES INC CENTRAL INDEX KEY: 0000844059 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] IRS NUMBER: 592924957 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-17554 FILM NUMBER: 1527528 BUSINESS ADDRESS: STREET 1: 155 EAST 21ST STREET CITY: JACKSONVILLE STATE: FL ZIP: 32206 BUSINESS PHONE: 9043551781 MAIL ADDRESS: STREET 1: 155 E 21ST ST CITY: JACKSONVILLE STATE: FL ZIP: 32206 10-Q 1 0001.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended December 31, 2000. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-17554 PATRIOT TRANSPORTATION HOLDING, INC. (Exact name of registrant as specified in its charter) Florida 59-2924957 (State or other jurisdiction of (I.R.S. Employer) incorporation or organization) Identification No.) 1801 Art Museum Drive, Jacksonville, Florida 32207 (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 the number of shares outstanding of each of the issuer's classes of common stock, as of February 1, 2001: 3,145,566 shares of $.10 par value common stock. PATRIOT TRANSPORTATION HOLDING, INC. CONSOLIDATED CONDENSED BALANCE SHEET (In thousands) (Unaudited) December 31, September 30, 2000 2000 ASSETS Current assets: Cash and cash equivalents $ 817 $ 633 Accounts receivable: Affiliates 353 233 Other 11,895 11,406 Less allowance for doubtful accounts (708) (869) Inventory of parts and supplies 684 650 Prepaid expenses and other 3,711 3,036 Total current assets 16,752 15,089 Other assets: Real estate held for investment, at cost 5,086 5,216 Goodwill 1,157 1,167 Other 2,542 2,513 Total other assets 8,785 8,896 Property, plant and equipment, at cost 187,538 184,583 Less accumulated depreciation and depletion (62,829) (60,557) Net property, plant and equipment 124,709 124,026 $150,246 $148,011 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term note payable to bank $ 4,700 $ 5,600 Accounts payable: Affiliates 181 569 Other 4,257 5,003 Federal and state income taxes 1,867 1,162 Accrued liabilities 4,032 4,368 Long-term debt due within one year 920 796 Total current liabilities 15,957 17,498 Long-term debt 46,853 42,015 Deferred income taxes 8,628 8,628 Accrued insurance reserves 4,884 4,884 Other liabilities 1,179 1,173 Stockholders' equity: Preferred stock, no par value; 5,000,000 shares authorized - - Common stock, $.10 par value; 25,000,000 shares authorized, 3,151,566 shares issued (3,346,351 at September 30, 2000) 315 335 Capital in excess of par value 11,563 14,740 Retained earnings 60,867 58,738 Total stockholders' equity 72,745 73,813 $150,246 $148,011 See accompanying notes. PATRIOT TRANSPORTATION HOLDING, INC. CONSOLIDATED CONDENSED STATEMENT OF INCOME (In thousands except per share amounts) (Unaudited) THREE MONTHS ENDED DECEMBER 31, 2000 1999 Revenues: Affiliates $ 4,468 1,616 Non-affiliates 26,232 18,534 30,700 20,150 Cost of operations 23,692 16,543 Gross profit 7,008 3,607 Selling, general and administrative expense: Affiliates 132 207 Non-affiliates 2,410 1,755 2,542 1,962 Operating profit 4,466 1,645 Interest expense (923) (745) Interest income 5 2 Income before income taxes 3,548 902 Provision for income taxes 1,419 352 Net income $ 2,129 $ 550 Basic earnings per common share $ .66 .16 Diluted earnings per common share $ .66 .16 Cash dividends NONE NONE Number of shares used in computing: Basic earnings per share 3,205 3,366 Diluted earnings per share 3,205 3,387 See accompanying notes. PATRIOT TRANSPORTATION HOLDING, INC. CONSOLIDATED STATEMENT OF CASH FLOWS THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (In thousands) (Unaudited) 2000 1999 Cash flows from operating activities: Net income $2,129 550 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation, depletion and amortization 2,881 2,642 Net changes in operating assets and liabilities: Accounts receivable (789) (1,126) Inventory of parts and supplies (34) (112) Prepaid expenses (675) (110) Accounts payable and accrued liabilities (766) (644) Net change in insurance reserve and other liabilities 7 26 Gain on disposition of real estate, plant and equipment (2,048) (252) Other, net 31 14 Net cash provided from operating activities 736 988 Cash flows from investing activities: Purchase of property, plant and equipment (4,058) (6,781) Additions to other assets (106) (183) Proceeds from sale of real estate held for investment, property, plant and equipment, and other assets 2,747 338 Net cash used in investing activities (1,417) (6,626) Cash flows from financing activities: Proceeds from long-term debt 5,140 5,000 Net increase in short-term debt (900) 1,600 Repayment of debt (178) (147) Repurchase of Company stock (3,197) (269) Net cash provided from financing activities 865 6,184 Net increase in cash and cash equivalents 184 546 Cash and cash equivalents at beginning of year 633 2,593 Cash and cash equivalents at end of the period $ 817 3,139 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest expense, net of amount capitalized $ 920 722 Income taxes $ 715 131 Non cash investing activities: Additions to property, plant and equipment from exchanges $ - 6 See accompanying notes. PATRIOT TRANSPORTATION HOLDING, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS DECEMBER 31, 2000 (Unaudited) (1) Basis of Presentation. The accompanying consolidated condensed financial statements include the accounts of the Company and its subsidiaries. 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 (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for the interim periods have been included. Operating results for the three months ended December 31, 2000, are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 2001. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis" should be read in conjunction with the consolidated financial statements and related notes of Patriot Transportation Holding, Inc. for the year ended September 30, 2000. (2) Industry Segments. The Company has identified two business segments each of which is managed separately along product lines. All the Company's operations are in the United States. The transportation segment hauls liquid and dry commodities by motor carrier. The real estate segment owns real estate of which a substantial portion is under mining royalty agreements or leased. They also hold certain other real estate for investment and are developing commercial and industrial properties. Operating results and certain other financial data for the Company's business segments are as follows (in thousands): Three Months Ended December 31 2000 1999 Revenues: Transportation $ 24,940 17,523 Real estate 5,760 2,627 $ 30,700 20,150 Operating profit Transportation $ 904 561 Real estate 3,955 1,455 Corporate expenses (393) (371) Operating profit $ 4,466 1,645 Identifiable assets, at quarter end Transportation $ 54,574 53,735 Real estate 94,347 89,411 Cash items 817 1,117 Unallocated corporate assets 508 509 $150,246 144,772 (3) Spin-off of Real Estate Business. On August 2, 2000, the Board of Directors approved a resolution to delay consummation of the previously approved reorganization of the Company until some date beyond July 1, 2001. The reorganization will require reauthorization by the Board. The reorganization would result in spinning off to its shareholders a new company which would include the real estate business, while retaining the transportation business in Patriot Transportation Holding, Inc. The Company has obtained a tax ruling from the Internal Revenue Service that confirms that the proposed transaction will be tax-free to the shareholders. Management has recommended delaying the spin-off due to the turbulent conditions in the trucking industry and the need to complete separate internal information systems for its Transportation and Real Estate Groups. The Company also wants to provide additional time for development of its new agent/owner-operator subsidiary. For information concerning selected information concerning real estate business, see Note 2. (4) Related Party Transaction. In November 2000, the Company sold two parcels of land to Florida Rock Industries, Inc., an affiliate for $2,607,000 and recognized a pre-tax gain of $2,034,000. The transaction including the purchase price were reviewed and approved on behalf of the Company by a committee of independent directors after obtaining independent appraisals. (5) Contingent Liabilities. The Company and its subsidiaries are subject to legal proceedings and claims arising out of their businesses that cover a wide range of matters. Additional information concerning these matters is presented in Note 11 to the consolidated financial statements included in the Company's 2000 Annual Report to Stockholders. Such information is incorporated herein by reference. MANAGEMENT'S DISCUSSION AND ANALYSIS Operating Results For the first fiscal quarter, ending December 31, 2000, consolidated revenues increased 52.4% to $30,770,000 from $20,150,000 last year. The Transportation Group revenues for the first quarter increased 42.3% to $24,940,000 from $17,523,000 last year as a result of a 30% increase in miles hauled and a modest increase in pricing over the same quarter last year. Three-fourths of the increase in miles hauled resulted from growth at the Company's new third-party agent/owner-operator subsidiary which started operations in December 1999. Most of the balance of the increase in miles hauled came from growth in the tank line operations which also benefited from modest price increases. Real estate revenues for the first quarter of fiscal 2001 were $5,760,000, an increase of $3,133,000 from the same quarter last year primarily as a result of property sales of $2,607,000. The Company did not have any property sales during the first quarter of fiscal 2000. Consolidated gross profit increased $3,401,000 to $7,008,000 for the first fiscal quarter of 2001 due to gross profit from property sales of $2,034,000, an increase in the Transportation Group's gross profit and an increase in the real estate operations. The Transportation Group's gross profit for the first quarter of fiscal 2001 was $3,048,000, an increase of 42% over the same quarter last year. This increase was primarily attributed to the increased miles and improved gross margins and fuel surcharges in the tank line business along with gross profits generated by the new transportation subsidiary. The Real Estate Group's gross profit excluding property sales increased 32% from the same quarter last year to $1,926,000 as a result of increased royalties from the mining properties and increased rentals from additional developed properties. Administrative expense for the quarter increased to $2,542,000 from $1,962,000 in the same quarter last year. This increase is primarily due to additional administrative support for the start up the new transportation subsidiary which began operations at the end of the first quarter last year. Costs have also increased as the Company began establishing its own in-house information technology resources. Administrative expense as a percentage of consolidated revenues, excluding property sales, was 9% compared to 9.7% in the same quarter last year. Interest expense increased 23.9% to $923,000 from $745,000 last year, due to an increase in the average debt outstanding and an increase in average interest rate. Income tax expense was $1,419,000 as compared to $352,000 last year primarily as a result of higher income before tax. Income tax expense was 40% of income before income taxes as compared to 39% last year. Summary and Outlook A deteriorating economy will accentuate challenges already faced by the U.S. domestic trucking industry. While labor markets loosen somewhat and driver hiring becomes less of an obstacle, freight demand is slowing markedly, risk insurance markets remain challenging and fuel pricing continues as a critical issue. Corresponding softening within the national manufacturing and distribution sectors could result in decreased demand for flexible warehouse office capacities. While the Company's growth objectives remain unchanged for both Transportation and Real Estate, a slowing national economic picture could result in reduced progress until firming occurs. Financial Condition For the first quarter of fiscal 2001, net cash flows from operating activities were $736,000 which along with issuing long-term debt and sales of real estate funded the Company's purchase of additional property, plant and equipment of $4,058,000 and repurchase of 195,785 shares of common stock for $3,197,000. For the first quarter of fiscal 2000, net cash flows from operating activities were $988,000 which along with issuing addition long and short term debt funded the Company's investing activities of $6,626,000 and repurchase of common stock of $269,000. The Company continues to maintain its sound financial condition with sufficient resources to meet anticipated capital expenditures and other operating requirements. The Company's revolving credit facility will convert to a term loan on November 15, 2001 if not modified before then. The Company will be evaluating and discussing its long-term credit needs with its bank group and anticipates it will be extended or modified before it converts to a term loan. Other During fiscal 2000, the transportation segment's ten largest customers accounted for approximately 36% of transportation's revenue. The loss of any one of these customers could have an adverse effect on the Company's revenue and income. 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. Additional information concerning environmental matters is presented in Note 11 to the consolidated financial statements included in the Company's 2000 Annual Report to Stockholders. Such information is incorporated herein by reference. Forward-Looking Statements. Certain matters discussed in this report contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. These forward-looking statements relate to, among other things, capital expenditures, liquidity, capital resources, competition and may be indicated by words or phrases such as "anticipate," "estimate," "plans," "projects," "continuing," "ongoing," "expects," "management believes," "the Company believes," "the Company intends" and similar words or phrases. The following factors are among the principal factors that could cause actual results to differ materially from the forward-looking statements: deteriorating economy; availability and terms of financing; competition; labor market for drivers; freight demand; risk insurance markets; demand for flexible warehouse office capacities; national economic picture; fuel costs; and inflation. Quantitative and Qualitative Disclosure About Market Risks. There are no material changes to the disclosures made in Form 10-K for the fiscal year ended September 30, 2000 on this matter. PART II OTHER INFORMATION Item 1. Legal Proceedings Note 11 to the consolidated financial statements included in the Company's 2000 Annual Report to Stockholders is incorporated herein by reference. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. The response to this item is submitted as a separate Section entitled "Exhibit Index", starting on page 10. (b) Reports on Form 8-K. During the three months ended December 31, 2000, no reports on Form 8-K were filed by the Company. 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 7, 2001 PATRIOT TRANSPORTATION HOLDING, INC. John E. Anderson President and Chief Executive Officer Ray M. Van Landingham Vice President Finance & Administration and Chief Financial Officer PATRIOT TRANSPORTATION HOLDING, INC. FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2000 EXHIBIT INDEX (3)(a)(1) Articles of Incorporation of FRP Properties, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (3)(a)(2) Amendment to the Articles of Incorporation of Patriot Transportation Holding, Inc. filed with the Secretary of State of Florida on February 19, 1991. Previously filed with Form 10-K for the fiscal year ended September 30, 1993. file No. 33-26115. (3)(a)(3) Amendments to the Articles of Incorporation of Patriot Transportation Holding, Inc. filed with the Secretary of State of Florida on February 7, 1995. Previously filed as appendix to the Company's Proxy Statement dated December 15, 1994. (3)(a)(4) Amendment to the Articles of Incorporation, filed with the Florida Secretary of State on May 6, 1999. A form of such amendment was previously filed as Exhibit 4 to the Company's Form 8-K dated May 5, 1999. File No. 33-26115. (3)(a)(5) Amendment to the Articles of Incorporation of Patriot Transportation Holding, Inc. filed with the Secretary of State of Florida on February 21, 2000. Previously filed with Form 10-Q for the quarter ended March 31, 2000. File No. 33-26115. (3)(b)(1) Restated Bylaws of Patriot Transportation Holding, Inc. adopted December 1, 1993. Previously filed with Form 10-K for the fiscal year ended September 30, 1993. File No. 33-26115. (3)(b)(2) Amendment to the Bylaws of Patriot Transportation Holding, Inc. adopted August 3, 1994. Previously filed with Form 10-K for the fiscal year ended September 30, 1994. File No. 33-26115. (4)(a) Articles III, VII and XII of the Articles of Incorporation of Patriot Transportation Holding, Inc. Previously filed with Form S-4 dated December 13, 1988. And amended Article III filed with Form 10-K for the fiscal year ended September 30, 1993. And Articles XIII and XIV previously filed as appendix to the Company's Proxy Statement dated December 15, 1994. File No. 33-026115. (4)(b) Specimen stock certificate of Patriot Transportation Holding, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (4)(c) Credit Agreement dated as of November 15, 1995 among Patriot Transportation Holding, Inc.; SunTrust Bank, Central Florida, National Association; Bank of America Illinois; Barnett Bank of Jacksonville, N.A.; and First Union National Bank of Florida. Previously filed with Form 10-Q for the quarter ended December 31, 1995. File No. 33-26115. (4)(c)(1) First Amendment dated as of September 30, 1998 to the Credit Agreement dated as of November 15, 1995. Previously filed with Form 10-K for the year ended September 30, 1998. File No. 33-26115. (4)(c)(2) Second Amendment dated as of October 31, 2000 to the Credit Agreement dated as of November 15, 1995. File No. 33-26115. (4)(d) The Company and its consolidated subsidiaries have other long-term debt agreements which do not exceed 10% of the total consolidated assets of the Company and its subsidiaries, and the Company agrees to furnish copies of such agreements and constituent documents to the Commission upon request. (4)(e) Rights Amendment, dated as May 5, 1999 between the Company and First Union National Bank. Previously filed as Exhibit 4 to the Company's Form 8-K dated May 5, 1999. File No. 33-26115. (10)(a) Post Distribution Agreement, dated May 7, 1986, by and between Florida Rock Industries, Inc. and Florida Rock & Tank Lines, Inc. and amendments thereto dated July 1, 1987 and September 27, 1988. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(b) Tax Sharing Agreement, dated May 7,1986, between Florida Rock Industries, Inc. and Florida Rock & Tank Lines, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(c) Various leasebacks and mining royalty agreements with Florida Rock Industries, Inc., none of which are presently believed to be material individually, except for the Mining Lease Agreement dated September 1, 1986, between Florida Rock Industries Inc. and Florida Rock Properties, Inc., successor by merger to Grandin Land, Inc. (see Exhibit (10)(e)), but all of which maybe material in the aggregate. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(d) License Agreement, dated June 30, 1986, from Florida Rock Industries, Inc. to Florida Rock & Tank Lines, Inc. to use "Florida Rock" in corporate names. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(e) Mining Lease Agreement, dated September 1, 1986, between Florida Rock Industries, Inc. and Florida Rock Properties, Inc., successor by merger to Grandin Land, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(f) Summary of Medical Reimbursement Plan of Patriot Transportation Holding, Inc. Previously filed with Form 10-K for the fiscal year ended September 30, 1993. File No. 33-26115. (10)(g) Split Dollar Agreement dated October 3, 1984, between Edward L. Baker and Florida Rock Industries, Inc. and assignment of such agreement, dated January 31, 1986 from Florida Rock Industries, Inc. to Florida Rock & Tank Lines, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(h) Summary of Management Incentive Compensation Plans. Previously filed with Form 10-K for the fiscal year ended September 30, 1994. File No. 33-26115. (10)(I) Management Security Agreements between the Company and certain officers. Form of agreement previously filed as Exhibit (10)(I) with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(I)(1) Patriot Transportation Holding, Inc. Employee Stock Option Plan. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(I)(2) Patriot Transportation Holding, Inc. 1995 Stock Option Plan. Previously filed as an appendix to the Company's Proxy Statement dated December 15, 1994. File No. 33-26115. (10)(I)(3) Patriot Transportation Holding, Inc. 2000 Stock Option Plan. Previously filed as an appendix to the Company's Proxy Statement dated December 15, 1999. File No. 33-26115. (11) Computation of Earnings Per Common Share. (27) Financial Data Schedule (99) Note 11 of the Notes to Financial Statements included in the Company's Form 10-K for the year ended September 30, 2000. EX-4 2 0002.txt SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment") dated and effective as of October 31, 2000, by and among PATRIOT TRANSPORTATION HOLDING, INC., a Florida corporation, f/k/a FRP PROPERTIES, INC. (the "Company"), SUNTRUST BANK, a Georgia corporation, successor by merger to SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "SunTrust"), individually and as Agent (in such capacity, the "Agent") BANK OF AMERICA, N.A., a national banking association ("BOA"), successor by merger to BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, successor by merger to Bank of America Illinois, and successor by merger to BARNETT BANK, N.A., f/k/a Barnett Bank of Jacksonville, N.A. ("Barnett"), and FIRST UNION NATIONAL BANK, successor by merger to First Union National Bank of Florida ("FUNB") (collectively, the "Banks"). W I T N E S S E T H: WHEREAS, the Borrower, SunTrust, BOA, Barnett, FUNB and the Agent previously entered into that certain Credit Agreement dated as of November 15, 1995, as amended by a First Amendment dated as of September 30, 1998 (as amended, the "Credit Agreement"; capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement); and WHEREAS, the Borrower has requested the Banks to extend the Commitment Termination Date by one (1) year to November 15, 2001 and to revise certain other provisions of the Credit Agreement; and WHEREAS, the Banks and the Agent have agreed to amend the Credit Agreement to provide for the foregoing, and to provide for the reallocation of the Commitments among the Banks, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows: a. The list of commitment amounts contained at the end of paragraph (a) of Section 1.1 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof: "Bank Commitment SunTrust Bank $14,000,000 200 South Orange Avenue Orlando, Florida 32801 Bank of America, N.A. $10,000,000 101 North Tryon Street Charlotte, North Carolina 28255 First Union National Bank $10,000,000 225 Water Street Jacksonville, Florida 32202 __________ Total Commitment $34,000,000" b. Paragraphs (a), (b) and in the middle of Section 1.3 of the Credit Agreement are hereby deleted in their entirety and the following are substituted in lieu thereof: "(a) a sum equal to twenty-five percent (25%) of the principal balance outstanding on the Commitment Termination Date shall be payable on November 15, 2002; and (b) the remaining principal balance outstanding on the Commitment Termination Date shall be due and payable in full on November 15, 2003." c. Section 1.5 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof: "Section 1.5 Interest on Loans. (a) Each Prime Loan shall bear interest on its principal amount outstanding from time to time at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) (I) from the Closing Date through November 15, 2001 at a rate per annum equal to the Prime Rate, and (ii) from November 16, 2001 through November 15, 2003 at a rate per annum equal to the Prime Rate plus 1/4 of 1% (0.25%). Interest shall be payable on each Prime Loan quarterly on each Interest Payment Date, commencing with the first of such dates after the date of funding of such Prime Loan, and at maturity or the date of conversion of such Prime Loan to a Loan of a different type. (b) Reserved. (c) Each Eurodollar Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) (I) from the Closing Date through November 15, 2001, at a rate per annum one percent (1%) in excess of the LIBOR Rate for the Interest Period in effect for such Loan and (ii) from November 16, 2001 through November 15, 2003, at a rate per annum one and one-half percent (1.50%) in excess of the LIBOR Rate for the Interest Period in effect for such Loan. Interest shall be payable on each Eurodollar Loan on each applicable Interest Payment Date and at maturity or the date of conversion of such Eurodollar Loan into a Loan of a different type. The Agent shall notify the Company and the Banks of the applicable LIBOR Rate for each Interest Period at 10:00 .m., Atlanta time, or as soon as practicable thereafter, on the date when the determination is to be made in respect of such Interest Period. Such determination shall be conclusive absent manifest error." d. Article IV of the Credit Agreement is hereby amended by the addition at the end thereof of the following Section 4.8: "Section 4.8 Subsidiaries. Notwithstanding anything to the contrary contained elsewhere in this Agreement, the Company will at all times own one hundred percent (100%) of each of its Subsidiaries; provided, however, that with respect to Subsidiaries formed or acquired after September 29, 2000 the Company will be required to (I) own a majority of the issued and outstanding capital stock thereof and (ii) maintain voting control thereof." e. Subparagraph (I) of paragraph (a) of Section 5.5 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof: "(I) the Company may declare and pay dividends and make other distributions in respect to its capital stock or in respect to the redemption, retirement, purchase or other acquisition of its capital stock in an aggregate amount not in excess of 66-2/3% of net income earned subsequent to September 30, 1999, plus $10,000,000.00 plus the proceeds from the sale of capital stock (or any warrant, option or other rights with respect to any shares of the capital stock [now or hereafter outstanding] of the Company) subsequent to September 30, 1999, or make any deposit for any of the foregoing purposes; and" f. Section 5.6 of the Credit Agreement is hereby amended by the addition at the end thereof of the following: "; provided however, that notwithstanding anything to the contrary contained in this Section 5.6 or in Section 5.8 or elsewhere in this Agreement, the Borrower will not enter into or consummate any material corporate restructuring or reorganization (including any separation of the real estate business from the transportation business of the Borrower) until the Required Banks have approved, in writing, pursuant to Section 9.5, the planned debt restructuring in connection therewith." g. The definition of the term "Commitment Termination Date" contained in Article VII of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof: "'Commitment Termination Date' shall mean November 15, 2001." h. All references to the term "Certificate of Deposit Loan" shall be deleted from the Credit Agreement and, from and after the date hereof, the Borrower may not obtain or maintain Certificate of Deposit Loans. 2. Counterparts. This Second Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and permitted assigns. 3. Capitalized Terms. All capitalized terms contained herein shall have the meanings assigned to them in the Credit Agreement unless the context herein otherwise dictates or unless different meanings are specifically assigned to such terms herein. 4. Representations and Warranties. The Borrower hereby reaffirms all of its representations and warranties contained in the Credit Agreement as though made and given in connection with the execution and delivery of this Second Amendment and further certifies that all such representations and warranties are true and correct on and as of the date hereof. 5. Ratification of Credit Documents; Miscellaneous. Except for any modification of and/or amendment to the Credit Agreement as herein provided, no other term, condition or provision of the Credit Agreement shall be considered to be altered or amended, and this Second Amendment shall not be deemed a novation. The Credit Agreement as amended hereby, and all other documents executed in connection therewith (collectively, the "Credit Documents") shall remain in full force and effect. Each and every reference to the Credit Agreement in any other Credit Document shall be deemed to refer to the Credit Agreement as amended by this Second Amendment. The Borrower hereby acknowledges and agrees that the Credit Documents are, as of the date hereof, valid and enforceable in accordance with their respective terms and that all amounts extended by the Banks to the Borrower pursuant thereto are absolutely and unconditionally due and owing to the Banks, and are not subject to any defenses, counterclaims or rights of set-off whatsoever. 6. Governing Law. THIS SECOND AMENDMENT SHALL BE EFFECTIVE UPON EXECUTION BY THE BORROWER AND ALL BANKS AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the day and year first above written. BORROWER: PATRIOT TRANSPORTATION HOLDING, INC., f/k/a FRP PROPERTIES, INC. By:_____________________________ Name:___________________________ Title:__________________________ Address: Post Office Box 4667 Jacksonville, Florida 32201 Facsimile No.: 904/355-0817 Telephone No.: 904/355-1781 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT AMONG SUNTRUST, AS AGENT, PATRIOT TRANSPORTATION HOLDING, INC., f/k/a FRP PROPERTIES, INC. AND THE BANKS PARTIES THERETO] SUNTRUST BANK, successor by merger to SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, as a Bank, and as Agent By:______________________________ Name:____________________________ Title:___________________________ Address: 200 South Orange Avenue Orlando, Florida 32801 Attn: Edward Wooten, _____________ Corporate and Investment Banking Facsimile No.: 407/237-4076 Telephone No.: 407/237-6855 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT AMONG SUNTRUST, AS AGENT, PATRIOT TRANSPORTATION HOLDING, INC., f/k/a FRP PROPERTIES, INC. AND THE BANKS PARTIES THERETO] BANK OF AMERICA, N.A., successor by merger to BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION and successor by merger to BARNETT BANK, N.A. By:__________________________ Name:________________________ Title:_______________________ Address: 101 North Tryon Street NC1-001-15-03 Charlotte, North Carolina 28255 Attn: Nora Moss _________________ Facsimile No.: 704/409-0054 Telephone No.: 704/386-4576 or 800/688-4576 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT AMONG SUNTRUST, AS AGENT, PATRIOT TRANSPORTATION HOLDING, INC., f/k/a FRP PROPERTIES, INC. AND THE BANKS PARTIES THERETO] FIRST UNION NATIONAL BANK, successor by merger to FIRST UNION NATIONAL BANK OF FLORIDA By:__________________________ Name:________________________ Title:________________________ Address: 225 Water Street Jacksonville, Florida 32202 Attn: _______________ _______________ Facsimile No.: 904/___-____ Telephone No.: 904/___-____ EX-11 3 0003.txt EPS Exhibit (11) PATRIOT TRANSPORTATION HOLDING, INC. COMPUTATION OF EARNINGS PER COMMON SHARE THREE MONTHS ENDED DECEMBER 31, 2000 1999 Net income $2,129,000 550,000 Common shares: Weighted average shares outstanding during the period - shares used for basic earnings per share 3,204,529 3,365,530 Shares issuable under stock options which are poten- tially dilutive 96 21,158 Shares used for diluted earnings per share 3,204,625 3,386,688 Basic earnings per common share $.66 .16 Diluted earnings per common share $.66 .16 EX-99 4 0004.txt 11. 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 self-insurance risks with respect to losses for third party liability and property damage. In the opinion of management, none of these matters are expected to have a materially adverse effect on the Company's consolidated financial statements. One of the Company's subsidiaries is potentially a responsible party in connection with a Superfund Site. It is the policy of the Company to accrue environmental contamination cleanup costs when it is probable that a liability has been incurred and the amount of such liability is reasonably estimable. The Company has made an estimate of its likely costs in connection with this site and a liability has been recorded. Such liability is not material to the financial statements of the Company. -----END PRIVACY-ENHANCED MESSAGE-----