10-K 1 pattext.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 33-26115 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) Registrant's telephone number, including area code 904/396-5733 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock $.10 par value (Title of class) 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. [ ] At December 3, 2001 aggregate market value of the shares of Common Stock held by non-affiliates of the registrant was $31,277,898. At such date there were 3,140,066 shares of the registrant's stock outstanding. Documents Incorporated by Reference Portions of the Patriot Transportation Holding, Inc. 2001 Annual Report to Stockholders are incorporated by reference in Parts I and II. Portions of the Patriot Transportation Holding, Inc. Proxy Statement dated December 28, 2001 are incorporated by reference in Part III. PART I Item 1. BUSINESS. Patriot Transportation Holding, Inc., which was incorporated in Florida in 1988, and its subsidiaries (the "Company") are engaged in the transportation and real estate businesses. The Company's transportation business is now conducted through two wholly owned subsidiaries. Florida Rock & Tank Lines, Inc.("Tank Lines"),and SunBelt Transport, Inc. ("SunBelt"). Tank Lines is a Southeastern transportation company concentrating in the hauling by motor carrier of liquid and dry bulk commodities. SunBelt serves the flatbed portion of the trucking industry in the Southeast, Midwest and Mid-Atlantic states, hauling primarily construction materials. On August 10, 2001 the Company announced it was discontinuing the operation of its third-party agent/owner-operator subsidiary, Patriot Transportation, Inc.("Patriot"). Patriot hauled a variety of cargo, throughout the United States, through independent contractors until it ceased operations in September 2001. The Company's real estate activities are conducted through several wholly owned subsidiaries. Florida Rock Properties, Inc. ("Properties") owns real estate of which a substantial portion is under mining royalty agreements or leased to Florida Rock Industries, Inc. ("FRI"), a related party. FRI accounted for approximately 8.8% of the Company's consolidated revenues for fiscal 2001. Properties also holds certain other real estate for investment. Other wholly owned subsidiaries of the Company own and are developing certain industrial rental properties near Baltimore, Maryland and Jacksonville, Florida. Substantially all of the real estate operations are conducted within the Southeastern and Mid- Atlantic United States. The Company has two business segments: transportation and real estate. Industry segment information is presented in Notes 2 and 10 to the consolidated financial statements included in the accompanying 2001 Annual Report to Stockholders and is incorporated herein by reference. In August 2000, the Board of Directors approved a resolution delaying the previously approved reorganization to a date beyond July 1, 2001, which would have resulted in a spin-off to shareholders of the real estate operations. As of September 30, 2001, the reorganization has been delayed indefinitely. Revenues from royalties and from a portion of the trucking operations are subject to factors affecting the level of general construction activity. A decrease in the level of general construction activity in any of the Company's market areas may have an adverse effect on such revenues and income derived therefrom. Transportation. Tank Lines is engaged in hauling liquid and dry bulk commodities in tank trucks. SunBelt is engaged in hauling primarily building and construction materials on flatbed trailers. Before closing its operations in September 2001, Patriot was engaged in the hauling of a variety of cargo through independent agents and owner-operators. Information as to the transportation segment's revenue by principal markets is presented on page 5 of the accompanying 2001 Annual Report to Stockholders under the caption, "Management Analysis" and is incorporated herein by reference. Tank Lines' owned and leased tank truck fleet hauls liquid and dry bulk commodities, including petroleum and chemicals. It operates from terminals in Jacksonville, Orlando, Panama City, Pensacola, Port Everglades, Tampa and White Springs, Florida; Albany, Atlanta, Augusta, Bainbridge, Columbus, Dalton, Macon and Savannah, Georgia; Knoxville, Tennessee; and Birmingham, Alabama. The Company has from two to six major tank truck competitors in each of its markets. SunBelt's owned and leased flatbed fleet is based in Jacksonville and Tampa, Florida; Atlanta and Savannah, Georgia; Salisbury, North Carolina; and South Pittsburg, Tennessee and hauls primarily building and construction materials in Southeastern, Midwestern and Mid-Atlantic states. There are ten major competitors in the Company's market area and numerous small competitors in the various states served. Patriot began operations in December 1999 and ceased operations in September 2001. Patriot was a non-asset based variable cost transportation company that provided transportation services to shippers through a network of independent sales agents and contractors. Patriot's business was such that a significant portion of its operating costs varied directly with revenue. Independent sales agents and contractors were compensated based on a percentage of revenue generated by them. Patriot hauled a variety of cargo including metal products, building materials, dry freight and machinery and equipment throughout the United States. Trailers were hauled exclusively by tractors belonging to the independent contractors and fleet owners. The Company attributed the decision to close Patriot to declining operating margins from the continuing high administrative costs to support this start up business, sharply higher liability insurance costs and an adverse economic climate. Additional information is presented in Note 3 to the consolidated financial statements included in the accompanying 2001 Annual Report to Stockholders and is incorporated herein by reference. At September 30, 2001, the Company was not committed to purchase additional tractors or trailers but expects to continue its routine fleet replacement and modernization program during 2002. Price, service, and location are the major factors which affect competition within a given market. During fiscal 2001 the continuing transportation segment's ten largest customers accounted for approximately 44.5% of transportation's revenue excluding Patriot. The loss of any one of these customers could have an adverse effect on the Company's revenues and income. The Company hauls construction aggregates, diesel fuel and supplies for FRI. Revenues from services provided to FRI accounted for 1.2% of transportation revenues excluding Patriot. Real Estate. The Company's real estate and property development activities are conducted through several wholly owned subsidiaries. The Company owns real estate in Florida, Georgia, Virginia, Maryland, and Washington, D.C. The real estate owned falls generally into one of three categories. The first is construction aggregates properties with stone or sand and gravel deposits, of which substantially all is leased to FRI under mining royalty agreements. The Company is paid a percentage of the revenues generated by the material mined and sold, or minimum royalties where there is no current, or only limited, mining activity. The second is land and/or buildings leased under rental agreements or being developed for rental. The third is land that is being held for future appreciation or development. Additional information about the Company's real estate segment is contained on page 1 under the captions "Real Estate Group" and in Notes 2 and 10 to the consolidated financial statements included in the accompanying 2001 Annual Report to Stockholders and is incorporated herein by reference. The Company's real estate strategy of developing high quality, flexible warehouse/office space continues to be successful as 94% of the warehouse/office portfolio of approximately 1.3 million square feet was leased at September 30, 2001. Price, location, rental space availability, structural design, property management services and flexibility are the major factors that affect competition in the warehouse rental market. The Company experiences considerable competition in all of its markets. In fiscal 2001, real estate revenues, excluding the sale of real estate, were divided approximately 38.6% from mining and minimum royalties and 61.4% from rentals. FRI accounted for approximately 50.6% of such revenue. Environmental Matters. 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 12 to the consolidated financial statements included in the accompanying 2001 Annual Report to Stockholders and in Item 3 "Legal Proceedings" of this Form 10-K, and such information is incorporated herein by reference. Employees. The Company employed approximately 835 people in its transportation group, 15 of whom were subsequently terminated due to the shut down of Patriot, 11 people in its real estate group, and 4 people in its corporate offices at September 30, 2001. EXECUTIVE OFFICERS OF THE COMPANY Name Age Office Position Since Edward L. Baker 66 Chairman of the Board May 3, 1989 John E. Anderson 56 President & Chief Feb. 17, 1989 Executive Officer David H. DeVilliers, Jr. 50 Vice President Feb. 28, 1994 Ray M.Van Landingham 58 Vice President, Finance Dec. 6, 2000 and Administration and Chief Financial Officer Ish Copley 68 President of SunBelt Aug. 19, 1992 Transport, Inc. John R. Mabbett III 42 President of Florida Jan. 1, 1993 Rock & Tank Lines, Inc. All of the above officers have been employed in their respective positions for the past five years, except Ray Van Landingham who was Vice President, Finance and Administration of the Jacksonville Port Authority from December 1991 to November 2000. John D. Baker II, who is the brother of Edward L. Baker, and Thompson S. Baker II, who is the son of Edward L. Baker, are on the Board of Directors of the Company. All executive officers of the Company are elected by the Board of Directors. Item 2. PROPERTIES. The Company's principal properties are located in Florida, Georgia, Virginia, Washington, D.C., and Maryland. Transportation Properties. At September 30, 2001, the Company operated and owned a fleet of 524 trucks, two of which were leased, and owned a fleet of 738 trailers. The Company has 19 sites for its trucking terminals in Florida, Georgia, Alabama and Tennessee totaling approximately 90 acres. Of these acres, the Company owned approximately 79 and leased approximately 11. Construction Aggregates Properties. The following table summarizes the Company's principal construction aggregates locations and estimated reserves at September 30, 2001, substantially all of which are leased to FRI. Tons of Tons Mined Estimated in Year Reserves Ended at 9/30/01 9/30/01 Approximate (000's) (000's) Acres Owned The Company owns sixteen locations currently being mined in Brooksville, Miami, Grandin, Gulf Hammock, Keuka, Newberry Lake Wales and in Marion and Lake Counties, Florida; Columbus, Macon, Forest Park and Tyrone, Georgia; St. Mary's County, Maryland; and Manassas, Virginia. 13,423 489,310 18,785 The Company owns two locations being leased but not currently being mined, in Ft. Myers, and Grandin, Florida. -0- 124,000 1,993 Development Properties. The Company owns approximately 120 acres of land in Virginia and Washington, D.C. and an office building and approximately 6 acres in Florida which are leased to FRI. The Company owns eight parcels of land near Baltimore, Maryland as follows: The first contains approximately 11 acres with a commercial warehouse and office space (162,796 square feet), which at November 1, 2001 was 81% leased. The second contains approximately 17 acres with 195,615 square feet of commercial warehouse and office space of which at November 1, 2001 was 100% leased. The third contains approximately 10 acres with 189,212 square feet of commercial/warehouse space that was 100% leased at November 1, 2001. The fourth contains 8.5 acres with an office building (29,437 square feet) which is 6% occupied by the Company with the balance 100% leased, including 25% leased to FRI. The fifth site contains 5.285 acres with 83,100 square feet of warehouse space that was 100% leased at November 1, 2001. The sixth site contains 5.849 acres with 84,600 square feet of warehouse space that was 100% leased at November 1, 2001. The seventh site is a 134 acre tract of land in Harford County, Maryland. The site is being used for the development of the Lakeside Business Park. A 5.2 acre section has been developed with 110,875 square feet of commercial warehouse space that was 100% leased on November 1, 2001. Two sections of 4.25 acres each have been developed with 132,484 square feet of commercial warehouse space that was 100% leased at November 1, 2001. A 6.11 acre section has been developed with 96,800 square feet of warehouse space that was 100% leased at November 1, 2001. An 8.28 acre site has been developed with 95,200 square feet of commercial warehouse that was 50% leased at November 1, 2001. A 13.91 acre site has been developed with 99,100 square feet of commercial warehouse space that is 100% leased at November 1, 2001. A 9.95 acre site is being developed with 130,200 square feet of commercial warehouse space, under construction at September 30, 2001 that is 67% pre-leased. Approximately 31 acres remain available for development and are capable of supporting 485,000 square feet of new development. The eighth site is a 59 acre tract in Anne Arundel County, Maryland near the Baltimore-Washington International Airport. The project, Hillside Business Park, will provide the Company an opportunity to develop 575,000 square feet of warehouse/office space. Grading and infrastructure work on the site began in the spring of 2000, and construction of the first building is anticipated to commence during the spring of 2002. Other Properties. In addition to the development, mining and rental sites, the Company owns approximately 8,439 acres of investment and other real estate, of which approximately 6,326 acres are in Suwannee County and Columbia County, Florida and are leased to FRI. The Company continues permitting and preliminary horizontal development work for a 50-acre, rail-served site on Commonwealth Avenue in Jacksonville, Florida near the western beltway of Interstate-295. This site is planned for roughly 500,000 square feet of eventual build-out. The Company owns a 5.8 acre site on the banks of the Anacostia River in the Washington DC area which was rezoned in November 1999 from industrial to Planned Unit Development (PUD). The zoning allows the development of a 1.5 million square foot commercial office component together with associated waterfront enhancements. An application has been filed for a two-year extension of the original PUD zoning. At September 30, 2001 certain property, plant and equipment having a carrying value of $31,925,000 was pledged on certain notes and contracts with an outstanding principal balance totaling $27,074,000. In addition, certain properties having a carrying value at September 30, 2001 of $1,080,000 were encumbered by industrial revenue bonds that are the liability of FRI. FRI has agreed to pay such debt when due (or sooner if FRI cancels its lease of such property), and further has agreed to indemnify and hold harmless the Company. Item 3. LEGAL PROCEEDINGS. Note 12 to the Consolidated Financial Statements included in the accompanying 2001 Annual Report to Stockholders is incorporated herein by reference. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No reportable events. PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. There were approximately 788 holders of record of Patriot Transportation Holding, Inc. common stock, $.10 par value, as of December 3, 2001. The Company's common stock is traded on the Nasdaq Stock Market (Symbol PATR). Information concerning stock prices is included under the caption "Quarterly Results" on page 4 of the Company's 2001 Annual Report to Stockholders, and such information is incorporated herein by reference. The Company has not paid a cash dividend in the past and it is the present policy of the Board of Directors not to pay cash dividends. Information concerning restrictions on the payment of cash dividends is included in Note 4 to the consolidated financial statements included in the accompanying 2001 Annual Report to Stockholders and such information is incorporated herein by reference. Item 6. SELECTED FINANCIAL DATA. Information required in response to this Item 6 is included under the caption "Five Year Summary" on page 4 of the Company's 2001 Annual Report to Stockholders and such information is incorporated herein by reference. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Information required in response to this Item 7 is included under the caption "Management Analysis" on pages 5 and 6; under the caption "Capital Expenditures" on page 1; and in Notes 1 through 13 to the consolidated financial statements included in the accompanying 2001 Annual Report to Stockholders and in Item 3 "Legal Proceedings" of this Form 10-K. Such information is incorporated herein by reference. Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from changes in interest rates. For its cash and cash equivalents a change in interest rates affects the amount of interest income that can be earned. For its debt instruments changes in interest rates affect the amount of interest expense incurred. The following table provides information about the Company's financial instruments that are sensitive to changes in interest rates: Interest rate sensitivity 2002 2003 2004 2005 2006 Thereafter Total Fair Value Liabilities: Bank lines of credit $ 7,800 7,800 7,800 Weighted average interest rate 4.2% Long-term debt at fixed rates $ 977 1,058 1,146 1,177 1,276 21,440 27,074 27,823 Weighted average interest rate 7.8% 7.8 7.8 7.8 7.8 7.8 Bank revolving credit at variable interest $21,000 21,000 21,000 rate Weighted average Interest rate 4.6% Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Information required in response to this Item 8 is included under the caption "Quarterly Results" on page 4 and on pages 7 through 15 of the Company's 2001 Annual Report to Stockholders. Such information is incorporated herein by reference. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. No reportable events. PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information regarding the executive officers of the Company is set forth under the caption "Executive Officers of the Company" in Part I of this Form 10-K. Information concerning directors, required in response to this Item 10, is included under the captions "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement dated December 28, 2001; and such information is incorporated herein by reference. Item 11. EXECUTIVE COMPENSATION. Information required in response to this Item 11 is included under the captions "Executive Compensation," "Compensation Committee Report," "Compensation Committee Interlocks and Insider Participation," and "Shareholder Return Performance" in the Company's Proxy Statement dated December 28, 2001; and such information is incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Information required in response to this Item 12 is included under the captions "Common Stock Ownership of Certain Beneficial Owners" and "Common Stock Ownership by Directors and Officers" in the Company's Proxy Statement dated December 28, 2001; and such information is incorporated herein by reference. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Information required in response to this Item 13 is included under the captions "Compensation Committee Interlocks and Insider Participation" and "Certain Relationships and Related Transactions" in the Company's Proxy Statement dated December 28, 2001 and such information is incorporated herein by reference. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) (1)and(2) Financial Statements and Financial Statement Schedules. The response to this item is submitted as a separate section. See Index to Financial Statements and Financial Statement Schedules on page 18 of this Form 10-K. (3)Exhibits. The response to this item is submitted as a separate section. See Exhibit Index on pages 14 through 17 of this Form 10-K. (b) Reports on Form 8-K. During the three months ended September 30, 2001, a report on Form 8-K dated August 10, 2001 reporting under Item 5 the discontinuance of the operations of its third party agent/owner operator subsidiary, Patriot Transportation, Inc., was filed by the Company. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Patriot Transportation Holding, Inc. Date: December 21, 2001 By JOHN E. ANDERSON John E. Anderson President and Chief Executive Officer By RAY M. VAN LANDINGHAM Ray M. Van Landingham Vice President, Finance & Administration and Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 5, 2000. JOHN E. ANDERSON DAVID H. deVILLIERS, Jr. John E. Anderson David H. deVilliers, Jr. Director, President, and Chief Director Executive Officer (Principal Executive and Accounting LUKE E. FICHTHORN III Officer) Luke E. Fichthorn III Director RAY M. VAN LANDINGHAM____________ FRANCIS X. KNOTT Ray M. Van Landingham Francis X. Knott Vice President, Finance and Director Administration (Principal Financial and ROBERT H. PAUL III Accounting Officers) Robert H. Paul Director EDWARD L. BAKER MARTIN E. STEIN, Jr. Edward L. Baker Martin E. Stein Director Director JOHN D. BAKER II JAMES H. WINSTON John D. Baker II James H. Winston Director Director THOMPSON S. BAKER II Thompson S. Baker II Director PATRIOT TRANSPORTATION HOLDING, INC. FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001 EXHIBIT INDEX [Item 14(a)(3)] (3)(a)(1) Articles of Incorporation of Patriot Transportation Holding, Inc., incorporated by reference to the corresponding exhibit 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 incorporated by reference to the corresponding exhibit 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, incorporated by reference to an 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 incorporated by reference to a form of such amendment 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, incorporated by reference to the corresponding exhibit 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, incorporated by reference to the corresponding exhibit 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, incorporated by reference to the corresponding exhibit 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, incorporated by reference to an exhibit filed with Form S-4 dated December 13, 1998. And amended Article III, incorporated by reference to an exhibit filed with Form 10-K for the fiscal year ended September 30, 1993. And Articles XIII and XIV, incorporated by reference to an appendix filed with the Company's Proxy Statement dated December 15, 1994. File No. 33-26115 (4)(b) Specimen stock certificate of Patriot Transportation Holding, Inc, incorporated by reference to an exhibit filed with Form S-4 dated December 13, 1988. File No. 33-26-115 (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, incorporated by reference to an exhibit 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, incorporated by reference to an exhibit filed with Form 10K for the year ended September 30, 1998. (4)(c)(2) Second Amendment dated as of October 31, 2000 to the Credit Agreement dated as of November 15, 1995,incorporated by reference to an exhibit filed with Form 10-Q for the quarter ended December 31, 2000. File No. 333-26115. (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 Agreement, dated as May 5, 1999 between the Company and First Union National Bank, incorporated by reference to Exhibit 4 to the Company's Form 8-K dated May 5, 1999. File No. 33-26115. (10)(a) Various lease backs 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)(c)), but all of which may be material in the aggregate, incorporated by reference to an exhibit filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(b) License Agreement, dated June 30, 1986, from Florida Rock Industries, Inc. to Florida Rock & Tank Lines, Inc. to use "Florida Rock" in corporate names, incorporated by reference to an exhibit filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(c) Mining Lease Agreement, dated September 1, 1986, between Florida Rock Industries, Inc. and Florida Rock Properties, Inc., successor by merger to Grandin Land, Inc. incorporated by reference to an exhibit previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(d) Summary of Medical Reimbursement Plan of Patriot Transportation Holding, Inc., incorporated by reference to an exhibit filed with Form 10-K for the fiscal year ended September 30, 1993. File No. 33- 26115. (10)(e) 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., incorporated by reference to an exhibit filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(f) Summary of Management Incentive Compensation Plans, incorporated by reference to an exhibit filed with Form 10-K for the fiscal year ended September 30, 1994. File No. 33-26115. (10)(g) Management Security Agreements between the Company and certain officers, incorporated by reference to a form of agreement previously filed (as Exhibit (10)(I)) with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(h)(1) Patriot Transportation Holding, Inc. 1989 Employee Stock Option Plan, incorporated by reference to an exhibit filed with Form S-4 dated December 13, 1988. File No. 33- 26115 (10)(h)(2) Patriot Transportation Holding, Inc. 1995 Stock Option Plan, incorporated by reference to an appendix to the Company's Proxy Statement dated December 15, 1994. (10)(h)(3) Patriot Transportation Holding, Inc. 2000 Stock Option Plan, incorporated by reference to an appendix to the Company's Proxy Statement dated December 15, 1999. File No. 33-26115. (11) Computation of Earnings Per Common Share. (13) The Company's 2001 Annual Report to stockholders, portions of which are incorporated by reference in this Form 10-K. Those portions of the 2001 Annual Report to Stockholders which are not incorporated by reference shall not be deemed to be filed as part of this Form 10-K. (22) Subsidiaries of Registrant at September 30, 2001: Florida Rock & Tank Lines, Inc. (a Florida corporation) Florida Rock Properties, Inc. (a Florida corporation) FRP Development Corp. (a Maryland corporation) FRP Maryland, Inc. (a Maryland corporation) 34 Loveton Center LLC (a Maryland limited liability company) FRTL, Inc. (a Florida corporation)SunBelt Transport, Inc. (a Florida Corporation)Oz LLC(a Maryland limited liability company) FRP Delaware, Inc. (a Delaware corporation) 1502 Quarry, LLC(a Maryland limited liability company) FRP Lakeside LLC #1 (a Maryland limited company) FRP Lakeside LLC #2 (a Maryland limited liability company), FRP Lakeside LLC #3 (a Maryland limited liability company), FRP Lakeside LLC #4 (a Maryland limited liability company), FRP Lakeside LLC #5 (a Maryland limited liability company), FRP Hillside LLC (a Maryland limited liability company) FRP Windsor LLC (a Maryland limited liability company), FRP Dorsey LLC (a Maryland limited liability company) Patriot Transportation, Inc.(a Florida corporation) (23)(a) Consent of Deloitte & Touche LLP, Independent Certified Public Accountants, appears on page 19 of this Form 10-K. PATRIOT TRANSPORTATION HOLDING, INC. INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (Item 14(a) (1) and 2)) Page Consolidated Financial Statements: Consolidated balance sheets at September 30, 2001 and 2000 8(a) For the years ended September 30, 2001, 2000 and 1999: Consolidated statements of income 7(a) Consolidated statements of stockholders' equity 10(a) Consolidated statements of cash flows 9(a) Notes to consolidated financial statements 11-15(a) Independent Auditors' Report 16(a) Selected quarterly financial data (unaudited) 4(a) Consent of Independent Certified Public Accountants 19(b) Independent Auditors' Report 20(b) Consolidated Financial Statement Schedules: II - Valuation and qualifying accounts 21(b) III - Real estate and accumulated depreciation and Depletion 22-23(b) (a) Refers to the page number in the Company's 2001 Annual Report to Stockholders. Such information is incorporated by reference in Item 8 of this Form 10-K. (b) Refers to the page number in this Form 10-K. All other schedules have been omitted, as they are not required under the related instructions, are inapplicable, or because the information required is included in the consolidated financial statements. Independent Auditors' Consent Exhibit 23(a) We consent to the incorporation by reference in Registration Statement Nos. 33-43215, 33-18878 and 33-55132 of Patriot Transportation Holding, Inc. on Forms S-8 of our report dated December 10, 2001, appearing in this Annual Report on Form 10-K of Patriot Transportation Holding, Inc. for the year ended September 30, 2001. DELOITTE & TOUCHE LLP Jacksonville, Florida December 21, 2001 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders of Patriot Transportation Holding, Inc. Jacksonville, Florida We have audited the consolidated financial statements of Patriot Transportation Holding, Inc. and subsidiaries ("Patriot") as of September 30, 2001 and 2000, and for each of the three years in the period ended September 30, 2001, and have issued our report thereon dated December 10, 2001; such consolidated financial statements and report are included in your 2001 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the financial statement schedules of Patriot, listed in Item 14. These financial statement schedules are the responsibility of Patriot's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Certified Public Accountants Jacksonville, Florida December 10, 2001 PATRIOT TRANSPORTATION HOLDING, INC. SCHEDULE II (CONSOLIDATED) - VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999 ADDITIONS ADDITIONS BALANCE CHARGED TO CHARGED TO BALANCE AT BEGIN. COST AND OTHER AT END OF YEAR EXPENSES ACCOUNTS DEDUCTIONS OF YEAR Year Ended September 30, 2001: Allowance for Doubtful accounts $ 868,541 $1,177,379 $ - $ 885,869(a)$ 1,160,051 Accrued risk insurance $5,397,442 $6,221,228 - $5,586,319(b)$ 6,032,351 Accrued health Insurance 989,608 2,517,708 - 2,429,164(b) 1,078,152 Totals - insurance $6,387,050 $8,738,936 $0 $8,015,483 $ 7,110,503 Year Ended September 30, 2000: Allowance for doubtful accounts $ 284,318 $ 858,629 - $ 274,406(a) $ 868,541 Accrued risk insurance $5,385,393 $4,452,376 - $4,440,327(b) $5,397,442 Accrued health insurance 913,377 2,187,462 - 2,111,231(b) 989,608 Totals - insurance $6,298,770 $6,639,838 $0 $6,551,558 $6,387,050 Year Ended September 30, 1999: Allowance for doubtful accounts $ 272,318 $ 12,000 - $ 284,318 Accrued risk insurance $4,545,457 $4,016,846 - $3,176,910(b)$5,385,393 Accrued health insurance 841,789 1,480,947 - 1,409,359(b) 913,377 Totals - insurance $5,387,246 $5,497,793 $0 $4,586,269 $6,298,770 (a) Accounts written off less recoveries (b) Payments PATRIOT TRANSPORTATION HOLDING, INC. SCHEDULE III(CONSOLIDATED)-REAL ESTATE & ACCUMULATED DEPRECIATION AND DEPLETION SEPTEMBER 30, 2001
Cost capi- Gross amount Year Deprecia- Encumb- Initial cost talized at which Accumulated Of Date tion Life County State rances to subsequent carried at Depreciation Constr- Acquired Computed Company to acquisition end of period tion on: (a) Construction Aggregates Alachua Florida 1,442,011 0 1 ,442,011 72,345 n/a 4/86 unit Clayton Georgia 381,787 0 381,787 4,506 n/a 4/86 unit Dade Florida 9,374,660 0 9,374,660 9,067,825 n/a 4/86 unit Fayette Georgia 84,839 684,747 0 684,747 47,377 n/a 4/86 unit Hernando Florida 3,174,084 324,852 3,498,936 943,501 n/a 4/86 unit Lake Florida 1,485,153 0 1,485,153 1,040,801 n/a 4/86 unit Lee Florida 4,690,269 5,937 4,696,206 2,820 n/a 4/86 unit Levy Florida 1,280,643 83,365 1,364,008 421,907 n/a 4/86 unit Marion Florida 1,180,366 0 1,180,366 599,478 n/a 4/86 unit Monroe Florida 840,442 0 840,442 231,785 n/a 4/86 unit Muscogee Georgia 368,674 0 368,674 47,478 n/a 4/86 unit Polk Florida 120,502 0 120,502 75,285 n/a 4/86 unit Prince Wil. Virginia 298,464 0 298,464 278,090 n/a 4/86 unit Putnam Florida 15,002,257 48,538 15,050,795 2,769,275 n/a 4/86 unit St. Marys Maryland 1,269,818 12,160 1,281,978 530,987 n/a 4/86 unit 84,839 41,593,877 474,852 42,068,729 16,133,460 Other Rental Property District of Columbia 6,767,875 4,989,641 11,757,516 922,513 n/a 4/86 15 yr. Fairfax Virginia 2,035,014 22,789 2,057,803 - n/a 4/86 - Putnam Florida 326,129 51,323 377,452 308,307 n/a 4/86 10 yr. Spalding Georgia 19,572 0 19,572 - n/a 4/86 - Suwannee Florida 168,124 4,528,748 382,215 4,910,963 881,726 n/a 4/86 10 yr. 168,124 13,677,338 5,445,968 19,123,306 2,112,546 Commercial Property Baltimore Maryland 1,502,154 439,120 2,906,751 3,345,871 1,180,485 1990 10/89 31 yr. Baltimore Maryland 4,259,390 950,000 5,779,565 6,729,565 1,666,696 1992 12/91 31 yr. Baltimore Maryland2,657,568 690,221 2,836,549 3,526,770 157,398 2000 7/99 31 yr. Duval Florida 2,415,989 559,572 2,975,561 2,116,455 n/a 4/86 20 yr. Harford Maryland 2,929,025 30,834 3,825,686 3,856,520 429,375 1996 8/95 31 yr. Harford Maryland 179,460 6,389,187 6,568,647 - n/a 8/95 31 yr. Harford Maryland 4,793,020 50,112 5,562,013 5,612,125 386,658 1999 8/95 31 yr. Harford Maryland 84,837 6,580,315 6,665,152 206,432 2000 8/95 31 yr. Harford Maryland 154,758 4,940,060 5,094,818 78,260 2000 8/95 31 yr. Howard Maryland4,417,302 2,859,157 3,501,078 6,360,235 1,464,443 1987 9/88 31 yr. Howard Maryland2,401,661 2,473,277 331,660 2,804,937 137,144 2000 2/00 31 yr. Anne Arun Maryland 3,860,937 715,000 6,683,792 7,398,792 2,820,428 1989 9/88 31 yr. Anne Arun Maryland 950,000 2,769,153 3,719,153 0 n/a 5/98 31 yr. Orange Florida 57,047 1,647 58,694 12,458 n/a 4/86 10 yr. 26,821,057 12,049,812 52,667,028 64,716,840 10,656,232 Investment Property Caroline Virginia 219,733 0 219,733 - n/a 4/86 - Duval Florida 639,896 60,143 700,039 - n/a 4/86 - Bartow Florida 121,493 0 121,493 - n/a 4/86 - Putnam Florida 134,748 20,543 155,291 31,773 n/a 4/86 - Dougherty Georgia 8,470 0 8,470 - n/a 4/86 - Lamar Georgia 20,020 0 20,020 - n/a 4/86 - Suwannee Florida 40,159 0 40,159 - n/a 4/86 - 1,184,519 80,686 1,265,205 31,773 n/a 4/86 - GRAND TOTALS $27,074,020 68,505,546 58,668,534 127,174,080 28,934,011 (a) The aggregate cost for Federal income tax purposes is $80,015,590.
PATRIOT TRANSPORTATION HOLDING, INC. SCHEDULE III (CONSOLIDATED) - REAL ESTATE AND ACCUMULATED DEPRECIATION AND DEPLETION YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999 2001 2000 1999 Gross Carrying Cost of Real Estate: Balance at beginning of period $115,228,749 106,930,861 98,302,279 Additions during period: Other acquisitions 13,037,270 9,550,781 9,663,944 Improvements, etc. - - - Other (transfers) - - - Deductions during period: Cost of real estate sold - 742,939 704,062 Other (abandonments) 1,091,939 509,954 - Other (transfers to Transportation) - - 331,300 Balance at close of period $127,174,080 115,228,749 106,930,861 Accumulated Depreciation & Depletion: Balance at beginning of period $ 25,968,037 23,676,964 21,655,393 Additions during period: Charged to cost & expense 2,965,974 2,535,438 2,446,115 Deductions during period: Cost of real estate sold - 244,365 233,134 Other(transfer to Transp.) - - 191,410 Balance at close of period $28,934,011 25,968,037 23,676,964 52