-----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, Kr5idCh2zmllGBcXjb5fv3TgRMEgDHQCpEjF/0IJe9W9xw8SRksnFHhIT8ZXKB5K +0tqYeOcMRb6hg2JkfYm/A== 0000844059-04-000002.txt : 20040202 0000844059-04-000002.hdr.sgml : 20040202 20040202111242 ACCESSION NUMBER: 0000844059-04-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATRIOT TRANSPORTATION HOLDING 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: 1934 Act SEC FILE NUMBER: 000-17554 FILM NUMBER: 04558057 BUSINESS ADDRESS: STREET 1: 1801 ART MUSEUM DRIVE CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9043965733 MAIL ADDRESS: STREET 1: 1801 ART MUSEUM DRIVE CITY: JACKSONVILLE STATE: FL ZIP: 32207 FORMER COMPANY: FORMER CONFORMED NAME: FRP PROPERTIES INC DATE OF NAME CHANGE: 19920703 10-Q 1 dec10q03.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, 2003 [ ] 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES___ NO X Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of January 30, 2004: 2,934,108 shares of $.10 par value common stock. PATRIOT TRANSPORTATION HOLDING, INC. FORM 10-Q QUARTER ENDED December 31, 2003 CONTENTS Page No. Part I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Income 2 Condensed Consolidated Statements of Cash Flows 3 Notes to Condensed Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures about Market Risks 11 Item 4. Controls and Procedures 11 Part II. Other Information Item 1. Legal Proceedings 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 Exhibit 11 Computation of Earnings Per Share 18 Exhibit 31 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 19 Exhibit 32 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 22 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) December 31, September 30, 2003 2003 ASSETS Current assets: Cash and cash equivalents $ 1,328 757 Cash held in escrow 1,795 1,795 Accounts receivable (including related party of $80 and $359) 7,967 7,898 Less allowance for doubtful accounts (578) (566) Inventory 590 670 Prepaid expenses and other 3,773 3,411 Total current assets 14,875 13,965 Property, plant and equipment, at cost 221,679 221,491 Less accumulated depreciation and depletion (78,515) (76,229) Net property, plant and equipment 143,164 145,262 Other assets 6,199 5,989 Total assets $164,238 165,216 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable (including related party of $33 and $2) $ 3,443 4,734 Accrued liabilities 4,199 4,941 Long-term debt due within one year 1,948 1,545 Total current liabilities 9,590 11,220 Long-term debt 57,104 57,816 Deferred income taxes 10,760 10,760 Accrued insurance reserves 5,722 5,722 Other liabilities 1,680 1,669 Shareholders' equity: Preferred stock, no par value; 5,000,000 shares authorized - - Common stock, $.10 par value; 25,000,000 shares authorized, 2,934,108 and 2,932,708 shares issued and outstanding, respectively 293 293 Capital in excess of par value 6,100 6,065 Retained earnings 72,989 71,671 Total shareholders' equity 79,382 78,029 Total liabilities and shareholders' equity $164,238 165,216 See accompanying notes. PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands except per share amounts) (Unaudited) THREE MONTHS ENDED DECEMBER 31, 2003 2002 Revenues: Related party $ 2,036 1,367 Non-related parties 25,852 22,675 27,888 24,042 Cost of operations 22,524 19,713 Gross profit 5,364 4,329 Selling, general and administrative expenses: Related party 99 110 Non-related parties 2,120 1,867 2,219 1,977 Recovery of non-recurring charges related to closed subsidiary - (25) Operating profit 3,145 2,377 Interest expense, net (985) (839) Income before income taxes 2,160 1,538 Provision for income taxes 842 600 Net income $1,318 938 Basic earnings per common share $ .45 .30 Diluted earnings per common share $ .44 .30 Number of shares used in computing: Basic earnings per common share 2,933 3,133 Diluted earnings per common share 2,983 3,156 See accompanying notes. PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002 (In thousands) (Unaudited) 2003 2002 Cash flows from operating activities: Net income $ 1,318 938 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation, depletion and amortization 3,056 2,995 Gain on disposition of plant and equipment (203) (127) Net changes in operating assets and liabilities: Accounts receivable (65) 160 Prepaid expenses and other current assets (274) (2,707) Accounts payable and accrued liabilities (2,033) (1,922) Net change in insurance reserves and other liabilities 11 7 Other, net 15 13 Net cash provided by (used in) operating activities 1,825 (643) Cash flows from investing activities: Purchase of property, plant and equipment (950) (13,025) Additions to other assets (338) (146) Proceeds from sale of property, plant and equipment, and other assets 308 372 Net cash used in investing activities (980) (12,799) Cash flows from financing activities: Proceeds from long-term debt 8,500 - Net (decrease) increase in revolving debt (8,362) 15,800 Repayment of long-term debt (447) (301) Repurchase of Company stock - (2,485) Exercise of employee stock options 35 102 Net cash (used in) provided by financing activities (274) 13,116 Net increase (decrease) in cash and cash equivalents 571 (326) Cash and cash equivalents at beginning of year 757 529 Cash and cash equivalents at end of the period $ 1,328 203 See accompanying notes. PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003 (Unaudited) (1) Basis of Presentation. The accompanying condensed consolidated financial statements include the accounts of Patriot Transportation Holding, Inc. and its subsidiaries (the "Company"). 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, 2003 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2004. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis" should be read in conjunction with the Company's consolidated financial statements and related notes included in the Company's Form 10-K for the year ended September 30, 2003. Certain reclassifications have been made to the Fiscal 2003 financial statements to conform to the presentation adopted in Fiscal 2004. (2) Recent Accounting Pronouncements. In December of 2003, the FASB revised Statement No. 132 "Employers' Disclosures about Pensions and Other Postretirement Benefits." This Statement retains the disclosure requirements of the original Statement, which it replaces, and requires additional disclosures about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The interim period disclosures required by the Statement are effective for the Company for the quarter ended March 31, 2004. The annual financial statement disclosures are effective for the Company for the fiscal year ended September 30, 2004. (3) Business Segments. The Company has identified two business segments, each of which is managed separately along product lines. The Company's operations are substantially in the Southeastern and Mid-Atlantic 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. The real estate segment also holds certain other real estate for investment and is 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, 2003 2002 Revenues: Transportation $ 23,771 20,666 Real estate 4,117 3,376 $ 27,888 24,042 Operating profit Transportation $ 1,346 745 Real estate 2,203 1,998 Corporate expenses (404) (366) $ 3,145 2,377 Identifiable assets December 31, September 30, 2003 2003 Transportation $ 44,469 45,055 Real estate 115,368 116,269 Cash items 3,123 2,552 Unallocated corporate assets 1,279 1,340 $164,238 165,216 (4) Long-Term debt. Long-term debt is summarized as follows (in thousands): December 31, September 30, 2003 2003 Revolving Credit, Uncollateralized, variable rate, payable in 2005 $ 11,638 20,000 5.7% to 9.5% mortgage notes payable in installments through 2020 47,414 39,361 59,052 59,361 Less portion due in one year 1,948 1,545 $57,104 57,816 (5) Related Party Transactions. The Company, through its transportation subsidiaries, hauls commodities by tank and flatbed trucks for Florida Rock Industries, Inc. (FRI). Charges for these services are based on prevailing market prices. Other wholly owned subsidiaries lease certain construction aggregates mining and other properties to FRI. In addition, the Company outsources certain functions to FRI, including some administrative, human resources, legal and risk management services. A subsidiary of the Company agreed to sell a 935 acre parcel of property in Miami, Florida to FRI for $1,638,000. The property is principally composed of mined-out lakes, mitigation areas, 145 acres of mineable land and 32 acres of roads and railroad track right-of-ways. The closing of the sale is to occur no later than December 31, 2004. The terms of the agreement were approved by the Company's Audit Committee, which is comprised of independent directors, after considering, among other factors, the terms of the existing lease agreement and consultation with management. If this transaction closes, the Company will recognize a gain of approximately $999,000, net of income taxes, or $.33 per diluted common share. A subsidiary of the Company signed an Agreement to sell 108 acres of land located in the northwest quadrant of I-395 and I-495 at Edsall Road in Springfield, Virginia to FRI for $15,000,000. Closing is subject to a title search and surveys and is to occur within 45 days of FRI giving notice to close. If FRI fails to close by December 31, 2004, at no fault of the Company, the Company may retain the $100,000 binder deposit and be under no further obligation to close. FRI has the right to terminate this Agreement prior to closing if there shall exist or the consummation of the sale would cause a default in the Credit Agreement among FRI and Wachovia Bank, et. al. The Agreement was approved by a committee of independent directors of the Company after review of a development feasibility study and other materials, consultation with management and advice of independent counsel. The Company intends to structure this transaction as a tax deferred exchange under Section 1031 of the United States Internal Revenue Code and the Treasury Regulations promulgated there under. If the transaction closes, the Company will recognize a gain on the sale of approximately $7,772,000 net of income taxes, or $2.61 per diluted share. The tract is rented to a subsidiary of FRI and the Company recorded rental income of approximately $162,500 for the first quarter of Fiscal 2004. A subsidiary of the Company has agreed to sell a parcel of land containing approximately 6,321 acres in Suwannee and Columbia Counties, near Lake City, Florida, to FRI for $13,000,000 in cash. The sale is subject to a definitive agreement and the closing date is to be determined. The sales price was approved by the Company's Audit Committee which is composed of independent Directors of the Company after considering among other factors, an independent appraisal, the current use of the property and consultation with management. If the transaction closes, the Company will recognize a gain of approximately $5,287,000, net of income taxes or $1.77 per diluted common share. The Company expects to ultimately invest the cash proceeds into commercial warehouse/office rental properties. (6) Stock-Based Compensation Plan. The Company accounts for its stock-based employee compensation plans under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the company had applied the fair value recognition provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation", to stock-based employee compensation. Three Months ended December 31, 2003 2002 Net income, as reported $ 1,318 938 Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects 189 158 Pro forma net income $ 1,129 780 Earnings per share: Basic-as reported $ .45 .30 Basic-pro forma $ .38 .25 Diluted-as reported $ .44 .30 Diluted-pro forma $ .38 .25 (7) 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 material adverse effect on the Company's consolidated financial condition, results of operations or cash flows. A transportation subsidiary of the Company was a defendant in a vehicular accident case in which the plaintiff was seeking compensatory and punitive damages. This litigation has been resolved by the Company's insurance carriers without any additional payment by the Company. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company's operations are influenced by a number of external and internal factors. External factors include levels of economic and industrial activity in the United States and the Southeast, petroleum product usage in the Southeast which is driven in part by tourism and commercial aviation, fuel costs, driver availability and cost, regulations regarding driver qualifications and hours of service, construction activity, FRI's sales from the Company's mining properties, interest rates and demand for commercial warehouse space in the Baltimore/Washington area. Internal factors include revenue mix, capacity utilization, auto and workers' compensation accident frequencies and severity, other operating factors, administrative costs, and construction costs of new projects. During Fiscal 2003, the transportation segment's ten largest customers accounted for approximately 38% of the transportation segment's revenue. The loss of any one of these customers could have an adverse effect on the Company's revenues and income. Financial results of the Company for any individual quarter are not necessarily indicative of results to be expected for the year. Three Months Operating Results For the first quarter of Fiscal 2004, consolidated revenues were $27,888,000, an increase of $3,846,000 or 16.0% over the same quarter last year. The transportation segment's revenues for the first quarter of Fiscal 2004 were $23,771,000, an increase of $3,105,000 or 15.0% over the same quarter last year. Approximately $2,733,000 of this increase was a result of a 15.0% increase in miles hauled in the first quarter of 2004 over the same quarter last year. The balance of the increase was primarily due to higher fuel surcharges billed to mitigate rising fuel costs. The increase in miles hauled resulted primarily from a 35.5% increase in miles in the flatbed operations, from the same quarter last year. The increase in revenue miles was primarily due to higher freight demand in the construction materials industry. Real estate revenues were $4,117,000 for the first quarter of Fiscal 2004, an increase of $741,000 or 21.9% from the first quarter of Fiscal 2003. Revenues from flex office-warehouse properties increased $500,000 or 25.7%, primarily due to a 16.1% increase in average leased square feet and minimal price increases. Royalties from mining contracts increased $241,000 or 16.8% primarily resulting from a 33.9% increase in aggregate tons mined as compared to the same quarter last year. There were no property sales in either quarter. Consolidated gross profit for the first quarter of 2004 was $5,364,000, an increase of $1,035,000 or 23.9% from the first quarter of last year. Gross profit in the transportation segment increased $829,000 or 35.6% primarily due to the increased revenue, improved utilization of equipment and a higher loaded mile factor. Gross profit in the real estate segment increased $206,000 or 10.3% from the first quarter of 2003 due to increased royalties from mining operations. Interest expense, net of capitalized interest, increased $146,000 for the first quarter due primarily to an increase in the average debt outstanding. Net income was $1,318,000 or $.44 per diluted share for the first quarter of Fiscal 2004 compared to $938,000 or $.30 per diluted share for the same quarter last year. Summary and Outlook Real Estate development progress should continue, driven by an encouraging low interest rate outlook and enhanced by a recovering national economy. The Company's transportation business anticipates improved results as general economic activity strengthens. Accident prevention will continue to be the number one priority. Florida Rock & Tank Lines, Inc. and SunBelt Transport, Inc. will continue to focus on increased equipment utilization, operating efficiencies and freight rate increases. Liquidity and Capital Resources For the first three months of Fiscal 2004, operating cash flow of $1,825,000 funded the Company's purchase of additional property, plant and equipment of $950,000 and the repayment of debt of $309,000. The Company has a $37,000,000 revolving line of credit (Revolver) under which $25,362,000 was available at December 31,2003. During the quarter a subsidiary of the Company obtained a first mortgage loan of $8,500,000, collateralized by a building, and used the proceeds to reduce amounts owed under the Revolver. The mortgage is payable over 15 years with level monthly payments of principal and interest at 5.69%. The Board of Directors has authorized Management to repurchase shares of the Company's common stock from time to time as opportunities arise. As of December 31, 2003, $6,000,000 was authorized to repurchase the Company's common stock. In December 2003, the Company committed to develop a 145,000 square foot build to suit warehouse/office building for a NYSE listed company pursuant to a 15 year triple net lease. This project is expected to cost approximately $14,900,000. Construction costs will be funded through the Company's Revolver. The Company expects to obtain permanent non-recourse financing of approximately $11,000,000 upon completion of the project to be fully amortized over 15 years with level monthly payments of principal and interest. 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. Management believes that the Company is financially postured to be able to take advantage of external and internal growth opportunities in both real estate development and the motor carrier industry. Agreements to Sell Real Estate A subsidiary of the Company signed an agreement to sell land to FRI for $15,000,000. If the sale occurs, the Company will recognize a gain on the sale of approximately $7,722,000 net of income taxes or $2.61 per diluted share. A subsidiary of the Company has also agreed to sell a parcel of land to FRI for $1,638,000. If this sale occurs, the Company will recognize a gain, net of income taxes, of $999,000 or $.33 per share. A subsidiary of the Company agreed on December 3, 2003 to sell a parcel of land containing approximately 6,321 acres in Suwannee and Columbia Counties, near Lake City, Florida, to FRI for $13,000,000 in cash. The sale is subject to a definitive agreement and the closing date is to be determined. The sales price was approved by the Company's Audit Committee which is composed of independent directors after considering among other factors, an independent appraisal, the current use of the property and consultation with management. Reinvestment of the proceeds from these transactions is expected to facilitate the Company's long-term plan to build and own a portfolio of successful rental properties. For additional information see Note 5 of Notes to Condensed Consolidated Financial Statements. 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 these indicated by such forward-looking statements. These forward-looking statements relate to, among other things, capital expenditures, liquidity, capital resources and 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 and others discussed in the Company's periodic reports and filings with the Securities and Exchange Commission are among the principal factors that could cause actual results to differ materially from the forward-looking statements: driver availability and cost; regulations regarding driver qualification and hours of service; availability and terms of financing; freight demand for petroleum products including recessionary and terrorist impacts on travel in the Company's markets; freight demand for building and construction materials in the Company's markets; risk insurance markets; competition; general economic conditions; demand for flexible warehouse/office facilities in the Baltimore/Washington area; interest rates; levels of construction activity in FRI's markets; fuel costs; and inflation. However, this list is not a complete statement of all potential risks or uncertainties. These forward-looking statements are made as of the date hereof based on management's current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events or otherwise. Additional information regarding these and other risk factors may be found in the Company's other filings made from time to time with the Securities and Exchange Commission. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS There are no material changes to the disclosures made in Form 10-K for the fiscal year ended September 30, 2003 with respect to this item. ITEM 4. CONTROLS AND PROCEDURES Evaluation of disclosure controls and procedures. As required by Rule 13A-15 under the Exchange Act, as of the end of the period covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The evaluation conducted by the Company's President and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer has provided them with reasonable assurance that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company's periodic SEC filings. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rule and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer as appropriate, to allow timely decisions regarding required disclosures. Changes in internal controls. There have been no changes in internal controls or in other factors that could significantly affect these controls during the quarter, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II OTHER INFORMATION Item 1. Legal Proceedings See Note 7 to the Condensed Consolidated Financial Statements included in this Form 10-Q. 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 11. (b) Reports on Form 8-K. On November 19, 2003, the Company filed a Form 8-K reporting under Item 7, a press release announcing its earnings for the fourth quarter and Fiscal year ended September 30, 2003. 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 2, 2004 PATRIOT TRANSPORTATION HOLDING, INC. John E. Anderson John E. Anderson President and Chief Executive Officer Ray M. Van Landingham Ray M. Van Landingham Vice President Finance & Administration and Chief Financial Officer Gregory B. Lechwar Gregory B. Lechwar Controller and Chief Accounting Officer PATRIOT TRANSPORTATION HOLDING, INC. FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2003 EXHIBIT INDEX (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. File No. 33-26115. (3)(a)(4) Amendment to the Articles of Incorporation of Patriot Transportation Holding, Inc., 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. (3)(b)(3) Amendments to the Articles of Incorporation of Patriot Transportation Holding, Inc. filed with the Secretary of State of State of Florida on February 7, 1995, incorporated by reference to an appendix to the Company's Proxy Statement dated December 15, 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, 1988. 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. 33-26115. (4)(c) Revolving Credit Agreement dated as of January 9, 2002 among Patriot Transportation Holding, Inc. as Borrower, the Lenders from time to time party hereto and SunTrust Bank as Administrative Agent, incorporated by reference to an exhibit filed with Form 10-Q for the quarter ended December 31, 2001. File No. 33-26115. (4)(d) The Company and its consolidated subsidiaries have other long-term debt agreements, none of which 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) 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)(f) 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)(g)(1) Patriot Transportation Holding, Inc. 1995 Stock Option Plan, incorporated by reference to an appendix to the Company's Proxy Statement dated December 15, 1994. File No. 33-26115. (10)(g)(2) 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. (10)(h) Purchase and Sale Agreement dated February 6, 2002 between Florida Rock Industries, Inc. and Florida Rock Properties, Inc., incorporated by reference to an exhibit filed with Form 10-Q for the quarter ended December 31, 2001. File No. 33-26115. (10)(i) Purchase and Sale Agreement dated May 7, 2003 between Maryland Rock Industries, Inc. and Florida Rock Industries, Inc. and Florida Rock Properties, Inc., incorporated by reference to an exhibit filed with Form 10-Q for the quarter ended June 30, 2003. File No. 33-26115. (10)(j) Purchase and Sale Agreement dated August 25, 2003 between Florida Rock Properties, Inc. and Florida Rock Industries, Inc., incorporated by reference to an exhibit filed with Form 10-K for the year ended September 30, 2003. (10)(k) Agreement of Purchase and Sale dated October 21, 2003 between FRP Bird River, LLC and The Ryland Group, Inc., incorporated by reference to an exhibit filed with Form 10-K for the year ended September 30, 2003. (11) Computation of Earnings Per Common Share. (14) Financial Code of Ethical Conduct between the Company, Chief Executive Officers and Financial Managers, adopted December 4, 2002, incorporated by reference to an exhibit filed with Form 10-K for the year ended September 30, 2003. (31)(a) Certification of John E. Anderson. (31)(b) Certification of Ray M. Van Landingham. (31)(c) Certification of Gregory B. Lechwar. (32) Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EX-11 3 dec03eps.txt Exhibit 11 PATRIOT TRANSPORTATION HOLDING, INC. COMPUTATION OF EARNINGS PER COMMON SHARE (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 2003 2002 Net income $1,318,000 938,000 Common shares: Weighted average shares outstanding during the period - shares used for basic earnings per share 2,933,203 3,133,074 Shares issuable under stock options which are poten- tially dilutive 50,294 22,480 Shares used for diluted earnings per share 2,983,497 3,155,554 Basic earnings per common share $.45 .30 Diluted earnings per common share $.44 .30 EX-31 4 jea_cert.txt CERTIFICATIONS Exhibit 31(a) I, John E. Anderson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Patriot Transportation Holding, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial report; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 2, 2004 /s/John E. Anderson President and Chief Executive Officer EX-31 5 rmv_cert.txt CERTIFICATIONS Exhibit 31(b) I, Ray M. Van Landingham, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Patriot Transportation Holding, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial report; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 2, 2004 /s/Ray M. Van Landingham Vice President, Finance and Administration and Chief Financial Officer EX-31 6 gbl_cert.txt CERTIFICATIONS Exhibit 31(c) I, Gregory B. Lechwar, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Patriot Transportation Holding, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial report; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 2, 2004 /s/Gregory B. Lechwar Controller and Chief Accounting Officer EX-32 7 dec_cert.txt Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned individuals certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that this periodic report of Patriot Transportation Holding, Inc. on Form 10-Q for the quarter ended June 30, 2003 fully complies with the requirements of Section 13(a) or 15(d) of the Securities exchange Act of 1934 and that the information contained in such periodic report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Patriot Transportation Holding, Inc. February 2, 2004 PATRIOT TRANSPORTATION HOLDING, INC. JOHN E. ANDERSON John E. Anderson President and Chief Executive Officer RAY M. VAN LANDINGHAM_ Ray M. Van Landingham Vice President Finance & Administration and Chief Financial Officer GREGORY B. LECHWAR Gregory B. Lechwar Controller and Chief Accounting Officer A signed original of this written statement required by Section 906 has been provided to Patriot Transportation Holding, Inc. and will be retained by Patriot Transportation Holding, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification accompanies the issuer's Quarterly report on Form 10-Q and is not filed as provided in SEC Release Nos. 33-8212, 34-4751 and IC-25967, dated June 30, 2003. 22 -----END PRIVACY-ENHANCED MESSAGE-----