10-Q 1 dec0410q.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, 2004 [ ] 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 25, 2005: 2,941,475 shares of $.10 par value common stock. PATRIOT TRANSPORTATION HOLDING, INC. FORM 10-Q QUARTER ENDED December 31, 2004 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 7 Item 3. Quantitative and Qualitative Disclosures about Market Risks 11 Item 4. Controls and Procedures 12 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, 2004 2004 ASSETS Current assets: Cash and cash equivalents $ 359 199 Cash held in escrow - 16,553 Accounts receivable (including related party of $287 and $344) 8,864 9,761 Less allowance for doubtful accounts (627) (638) Inventory 669 642 Prepaid expenses and other 5,038 3,549 Total current assets 14,303 30,066 Property, plant and equipment, at cost 237,550 224,230 Less accumulated depreciation and depletion (76,926) (75,219) Net property, plant and equipment 160,624 149,011 Other assets 6,777 6,317 Total assets $181,704 185,394 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,928 3,072 Federal and state income taxes payable 2,104 6,799 Accrued liabilities 4,737 5,512 Short-term notes payable - 5,914 Long-term debt due within one year 1,835 1,802 Total current liabilities 12,604 23,099 Long-term debt 49,988 41,185 Deferred income taxes 11,667 15,767 Accrued insurance reserves 5,689 5,689 Other liabilities 1,612 1,567 Shareholders' equity: Preferred stock, no par value; 5,000,000 shares authorized; none issued - - Common stock, $.10 par value; 25,000,000 shares authorized, 2,941,475 and 2,929,075 shares issued and outstanding, respectively 294 293 Capital in excess of par value 26,184 25,784 Retained earnings 73,666 72,010 Total shareholders' equity 100,144 98,087 Total liabilities and shareholders' equity $181,704 185,394 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, 2004 2003 Revenues: Transportation $27,035 23,771 Real estate 4,339 3,913 Total revenues (including related party revenue of $1,535 and $1,832, respectively) 31,374 27,684 Cost of operations 25,457 22,461 Gross profit 5,917 5,223 Selling, general and administrative expenses 2,400 2,219 Operating profit 3,517 3,004 Interest expense, net (803) (985) Income before income taxes 2,714 2,019 Provision for income taxes (1,058) (788) Income from continuing operations 1,656 1,231 Discontinued operations, net of tax - 87 Net Income $ 1,656 1,318 Earnings per common share-basic: Income from continuing operations $.56 .42 Discontinued operations - .03 Net income $.56 .45 Earnings per common share-diluted: Income from continuing operations $.55 .41 Discontinued operations - .03 Net income $.55 .44 Number of shares used in computing: Basic earnings per common share 2,932 2,933 Diluted earnings per common share 3,000 2,983 See accompanying notes. PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003 (In thousands) (Unaudited) 2004 2003 Cash flows from operating activities: Net income $ 1,656 1,318 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation, depletion and amortization 3,095 3,056 Deferred income taxes (3,530) - Gain on disposition of real estate and equipment (162) (203) Tax benefit from stock option exercise 73 4 Net changes in operating assets and liabilities: Accounts receivable 886 (65) Prepaid expenses and other current assets (1,516) (274) Accounts payable and accrued liabilities (489) (2,704) Income taxes payable (4,695) 671 Net change in insurance reserves and other liabilities 45 11 Other assets (577) (323) Net cash (used in) provided by operating activities (5,214) 1,491 Cash flows from investing activities: Purchase of property and equipment (14,840) (950) Cash held in escrow 16,553 - Proceeds from sale of property and equipment 412 308 Net cash provided by (used in) investing activities 2,125 (642) Cash flows from financing activities: Proceeds from long-term debt 2,113 8,500 Net increase (decrease) in revolving debt 1,243 (8,362) Repayment of long-term debt (434) (447) Exercise of employee stock options 327 31 Net cash provided by (used in) financing activities 3,249 (278) Net increase in cash and cash equivalents 160 571 Cash and cash equivalents at beginning of year 199 757 Cash and cash equivalents at end of the period $ 359 1,328 See accompanying notes. PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 (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 (primarily 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, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2005. 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, 2004. Certain reclassifications have been made to the Fiscal 2004 financial statements to conform to the presentation adopted in Fiscal 2005. (2) Recent Accounting Pronouncements. In December 2004, the FASB issued a revised Statement No. 123 "Share-Based Payment." (SFAS 123R) This Statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services, and affects the Company's accounting for its stock option plans. The standard is effective for the Company at the beginning of its fourth quarter (July 1, 2005). The Company intends to use the modified prospective application, and therefore at the effective date compensation costs shall be included in the determination of net income for all new, modified, repurchased, or cancelled awards and all prior awards whose requisite service conditions have not been met. Compensation costs to be expensed upon adoption are the grant-date fair value of the stock option awards. (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, 2004 2003 Revenues: Transportation $ 27,035 23,771 Real estate 4,339 3,913 $ 31,374 27,684 Operating profit Transportation $ 1,450 1,346 Real estate 2,486 2,062 Corporate expenses (419) (404) $ 3,517 3,004 Identifiable assets December 31, September 30, 2004 2004 Transportation $ 44,916 42,479 Real estate 135,181 125,030 Cash items 359 16,752 Unallocated corporate assets 1,248 1,133 $181,704 185,394 (4) Long-Term debt. Long-term debt is summarized as follows (in thousands): December 31, September 30, 2004 2004 Revolving Credit, Uncollateralized, variable rate $ 4,444 3,201 Construction loan - 6.17% 4,826 2,713 5.7% to 9.5% mortgage notes payable in installments through 2020 42,553 42,987 51,823 48,901 Less portion due in one year 1,835 7,716 $49,988 41,185 The Company has a $37,000,000 uncollaterized Revolving Credit Agreement with four banks which was to terminate on December 31, 2004. On November 10, 2004, the Company and the four banks entered into an Amended and Restated Revolving Credit Agreement (the Revolver) which will terminate on December 31, 2009. The Revolver bears interest at an initial rate of 1% over the selected LIBOR. The margin rate may change quarterly based on the Company's ratio of Consolidated Total Debt to Consolidated Total Capital. An initial commitment fee of 0.15% per annum is payable quarterly on the unused portion of the commitment. The commitment fee may also change quarterly based upon the ratio described above. The Revolver contains restrictive covenants including limitations on paying cash dividends. (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 and risk management services. (6) Discontinued operations. During fiscal year 2004, the Company sold three tracts of land that were accounted for as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144). The results of operations of these properties, consisting of royalty and rental income, operating expenses and depreciation, have been reclassified to discontinued operations. Income from the disposed properties, net of income taxes, was $87,000 for the quarter ended December 31, 2003. This period has been restated accordingly. (7) Earnings per share. The following details the denominators of the basic and diluted earnings per common share computations. THREE MONTHS ENDED DECEMBER 31, 2004 2003 Denominator for basic earnings per share - Weighted average shares outstanding 2,931,832 2,933,203 Shares issuable under stock options which are potentially dilutive 68,279 50,294 Denominator for diluted earnings per share 3,000,111 2,983,497 (8) 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, 2004 2003 Net income, as reported $ 1,656 1,318 Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects 225 189 Pro forma net income $ 1,431 1,129 Earnings per share: Basic-as reported $ .56 .45 Basic-pro forma $ .49 .38 Diluted - as reported $ .55 .44 Diluted - pro forma $ .48 .38 (9) 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. 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 2004, the transportation segment's ten largest customers accounted for approximately 39% 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. Comparative Results of Operations for the Three Months Ended December 31, 2004 and 2003 Consolidated Results. - Net income for the first quarter of fiscal 2005 was $1,656,000, compared to $1,318,000 for the same period last year. Net income for the first quarter of 2004 included $87,000 in income from discontinued operations. Fully diluted earnings per share for the first quarter of fiscal 2005 was $0.55 compared to $0.44 in the first quarter of fiscal 2004, an increase of 25.6%. Transportation Three Months Ended December 31 (dollars in thousands) ___2004 % 2003 % Transportation revenue $ 24,675 91% 23,021 97% Fuel surcharges 2,360 9% 750 3% Revenues 27,035 100% 23,771 100% Compensation and benefits 10,685 40% 9,915 42% Fuel expenses 4,899 18% 3,209 13% Insurance and losses 3,233 12% 2,751 12% Depreciation expense 1,981 7% 2,025 9% Other, net 2,806 10% 2,712 11% Cost of operations 23,604 87% 20,612 87% Gross profit $ 3,431 13% 3,159 13% Revenues First Quarter 2005 vs First Quarter 2004 - Transportation segment revenues were $27,035,000 in the first quarter of 2005, an increase of $3,264,000 over the same quarter last year. Fuel surcharges accounted for $1,610,000 of the increase, resulting from higher diesel fuel costs during the quarter compared to the same quarter last year. Excluding fuel surcharges, revenue per mile increased 5.1%, reflecting better pricing for our services. Revenue miles in the current quarter were up 2.0% compared to the first quarter of 2004. Expenses First Quarter 2005 vs First Quarter 2004 - The Transportation segment cost of operations in the first quarter of 2005 increased $2,992,000 to $23,604,000, as compared to $20,612,000 in the same quarter last year. The primary factors for the increase are higher diesel fuel costs and an increase in risk and health insurance costs. Our average diesel fuel cost per gallon increased 41.3% in the first quarter of 2005 compared to the same quarter last year. Real Estate Three Months Ended December 31 (dollars in thousands) ___2004 % 2003 % Royalties and rent $ 1,425 33% 1,465 37% Developed property rentals 2,914 67% 2,448 63% Property sales - 0% - 0% Total Revenue 4,339 100% 3,913 100% Mining and land rent expenses 357 8% 492 13% Developed property management 1,496 34% 1,358 35% Cost of property sold - 0% - 0% Cost of Operations 1,853 43% 1,850 47% Gross profit $ 2,486 57% 2,063 53% Revenues First Quarter 2005 vs First Quarter 2004 - Real Estate segment revenues for the first quarter of fiscal 2005 were $4,339,000, an increase of $426,000 or 10.9% over the same quarter last year. Lease revenue from developed properties increased $466,000 or 19.0%, due to a 25.4% increase in occupied square feet resulting from the purchase of two completed buildings in March 2004 and the purchase of one building in early November 2004. These purchases added 491,000 square feet, of which 339,000 was leased during the first quarter of fiscal 2005. Royalties from mining operations decreased as a result of a 7.5% decrease in tons sold as compared to the same quarter last year. Expenses First Quarter 2005 vs First Quarter 2004 - Real estate segment expenses increased slightly to $1,853,000 during the first quarter of fiscal 2005, compared to $1,850,000 for the same quarter last year. Expenses related to development activities increased as a result of the new building additions. The increase in development expenses was offset by a decrease in depletion costs as a result of the reduced mining sales. Consolidated Gross Profit - Consolidated gross profit was $5,917,000 in the first quarter of fiscal 2005 compared to $5,223,000 in the same period last year, an increase of 13.3%. Consolidated selling, general and administrative expense - Selling, general and administrative expenses were consistent quarter to quarter. SG&A expense was 7.6% of revenue for the first quarter of fiscal 2005 compared to 8.0% for the same period last year. Income from continuing operations - Income from continuing operations was $1,656,000 or $0.55 per diluted share in the first quarter of fiscal 2005, an increase of $425,000 or 34.6% compared to $1,231,000 or $0.41 per diluted share in the same period last year. Discontinued Operations - During fiscal 2004 the Company had three sales of real estate that have been accounted for as discontinued operations, in accordance with SFAS 144. The income from the operations of these components have been reflected in the consolidated income statement as income from discontinued operations, net of income taxes. The after-tax net income from the operations of the sold properties was $87,000 during the first quarter of fiscal 2004. Net income - As a result of the forgoing, net income increased to $1,656,000 in the first quarter of fiscal 2005 from $1,318,000 in the same period last year. Diluted earnings per share increased to $0.55 in the first quarter of fiscal 2005 from $0.44 in the same period last year. Liquidity and Capital Resources For the first three months of Fiscal 2005, the Company used cash held in escrow and borrowings under its Revolver and construction loan to finance its operating activities and the purchase of $14,840,000 in property and equipment. At September 30, 2004, the Company had $16,553,000 of cash from the sales of real estate during fiscal 2004, which were placed in escrow in anticipation of using the funds in an Internal Revenue Code Section 1031 tax- deferred exchange. A portion of the funds were used to purchase land and buildings for $7,200,000. The remaining funds were used primarily to pay income taxes due on the gains from sales of properties that were not tax-deferred. The Company has a $37,000,000 revolving line of credit (Revolver) under which $32,556,000 was available at December 31, 2004. During first quarter of fiscal 2005, the Company renewed the Revolver with substantially the same terms and conditions, except that the termination date was extended to December 31, 2009. 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, 2004, $3,490,000 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 pursuant to a 15 year triple net lease. This project is expected to cost approximately $14,900,000. The Company intends to finance the project through a construction loan and the Company's existing Revolver. The terms of the construction financing are for borrowings not to exceed $11,800,000 for a period not to exceed 18 months converting to a 15 year non-recourse mortgage at project completion. Interest rate is 6.17% for both the construction and mortgage loans. Borrowings under the construction loan totaled $4,826,0000 at December 31, 2004. 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 our real estate and transportation segments. 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, 2004 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 9 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 16, 2004, the Company filed a Form 8-K reporting under Item 1.01, Item 2.03 and Item 9.01 that the Company entered into an amended and restated Revolving Credit Agreement with Wachovia Bank, National Association. On December 7, 2004, the Company filed a Form 8-K reporting under Item 2.02 and Item 9.01, a press release announcing its earnings for the fourth quarter and Fiscal year ended September 30, 2004. On December 14, 2004, the Company filed a Form 8-K reporting under Item 7.01, certain matters relating to potential liabilities associated with the Company's Profit Sharing and Deferred Earnings Plan. 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 1, 2005 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, 2004 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. (3)(b)(4) Amendment to the Restated Bylaws of Patriot Transportation Holding, Inc. adopted May 5, 2004, incorporated by reference to an exhibit filed with Form 10-Q for the quarter ended June 30, 2004. 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) Amended and Restated Revolving Credit Agreement dated November 10, 2004 among Patriot Transportation Holding, Inc. as Borrower, the Lenders from time to time party hereto and Wachovia Bank, National Association as Administrative Agent, incorporated by reference to the Company's Form 8-K dated November 16, 2004. 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) 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. File No. 33-26115. (11) Computation of Earnings per Common Share. (14) Financial Code of Ethical Conduct applicable to 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. File No. 33-26115. (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.