-----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, HLaJ3cHM8gDUehQZUe3SdQy4llm4jidSP9Vx29dTGOxwiRI+dAHE8W1EeczF5GFl 6/m6Xb4ONd9GmwcjINgiHA== 0001015325-03-000069.txt : 20030501 0001015325-03-000069.hdr.sgml : 20030501 20030501141420 ACCESSION NUMBER: 0001015325-03-000069 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030429 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030501 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17554 FILM NUMBER: 03676325 BUSINESS ADDRESS: STREET 1: 801 ART MUSEUM DRIVE CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9043965733 MAIL ADDRESS: STREET 1: 155 E 21ST ST CITY: JACKSONVILLE STATE: FL ZIP: 32206 FORMER COMPANY: FORMER CONFORMED NAME: FRP PROPERTIES INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k.txt FORM 8K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2003 PATRIOT TRANSPORTATION HOLDING, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) FLORIDA 0-17554 59-2924957 ---------------- ----------------- ------------------ (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 1801 Art Museum Drive Jacksonville, Florida 32207 - ---------------------------------------- -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (904) 396-5733 - -------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) CURRENT REPORT ON FORM 8-K PATRIOT TRANSPORTATION HOLDING, INC. April 29, 2003 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press Release dated April 29, 2003. ITEM 9. REGULATION FD DISCLOSURE On April 29, 2003, Patriot Transportation Holding, Inc. (the "Company") issued a press release announcing its fiscal 2003 second quarter earnings. A copy of the press release is furnished as Exhibit 99.1. The information contained in this report is being furnished pursuant to Item 9, Regulation FD Disclosure, and Item 12, Disclosure of Results of Operations and Financial Condition. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized. PATRIOT TRANSPORTATION HOLDING,INC. Date: April 29, 2003 By: /s/ Ray M. Van Landingham ------------------------------- Ray M. Van Landingham Vice President, Finance and Administration and Chief Financial Officer 2 EXHIBIT INDEX Exhibit No. - ----------- 99.1 Press Release dated April 29, 2003 issued by Patriot Transportation Holding, Inc.
3 EX-99 3 press4-29.txt EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 PATRIOT TRANSPORTATION HOLDING, INC./NEWS Contact: John E. Anderson Chief Executive Officer 904/396-5733, Ext. 3215 ======================================================================= PATRIOT TRANSPORTATION HOLDING, INC. ANNOUNCES OPERATING RESULTS FOR THE SECOND QUARTER AND FIRST HALF OF FISCAL YEAR 2003 AND AN AGREEMENT TO SELL LAND. Jacksonville, Florida; April 29, 2003 -- Patriot Transportation Holding, Inc. (NASDAQ-PATR) reported results for the second quarter and first half of Fiscal year 2003. The Company reported net income of $622,000 or $.20 per diluted share for the second quarter of Fiscal year 2003, a decrease of $802,000 or 56% when compared to the same quarter last year. Net income for the first half of Fiscal 2003 was $1,560,000 or $.50 per diluted share, a decrease of $1,209,000 or 44% from the first half of Fiscal 2002. SECOND QUARTER OPERATING RESULTS. For the second quarter of Fiscal 2003, consolidated revenues were $25,073,000, an increase of $2,065,000 or 9.0% over the same quarter last year. The transportation segment's revenues for the second quarter of Fiscal 2003 were $21,312,000, an increase of $2,131,000 or 11.1% over the same quarter last year. Approximately 60% of this increase was a result of a 6.2% increase in miles hauled in the second quarter of 2003 over the same quarter last year. The balance of the increase was due to significantly higher fuel surcharges billed to mitigate rising fuel costs. The increase in miles hauled resulted primarily from new business generated from the May 30, 2002 acquisition of the operating assets of Infinger Transportation, Inc. (Infinger). Real estate revenues were $3,761,000 for the second quarter of Fiscal 2003, a decrease of $66,000 or 1.7% from the second quarter of Fiscal 2002. Royalties from mining contracts decreased $391,000 or 21.9% primarily resulting from completion of mining at two locations during the third quarter of 2002. Revenues from flex office-warehouse properties increased $260,000 or 12.7%, primarily due to a 7.6% increase in average leased square feet and, to a lesser extent, price increases. The real estate group had property sales of $65,000 in the second quarter of 2003 and had no property sales in the second quarter of 2002. Consolidated gross profit for the second quarter of 2003 was $3,915,000, a decrease of $1,051,000 or 21.2% from the second quarter of last year. Gross profit in the transportation segment decreased $767,000 or 28.4% as a result of higher fuel costs per mile, net of fuel surcharges, and an 18.2% increase in overall fixed expenses. The increase in fixed expenses was due to higher depreciation expense resulting from the Infinger asset additions and a newer trucking fleet as well as sharply higher expenses related to risk insurance programs. Gross profit in the real estate segment decreased $284,000 or 12.6% from the second quarter of 2002 due to decreased royalties from mining operations, partially offset by additional gross profit from newly developed commercial properties. Selling, general and administrative expense increased $216,000 or 12.0% for the second quarter of 2003 compared to the same period last year. The increase is primarily attributed to a benefit in the second quarter of last year of $180,000 related to the recovery of a closed subsidiary's accounts receivable in excess of amounts anticipated. Selling, general and administrative expenses, exclusive of the 2002 benefit, as a percent of consolidated revenues excluding property sales, was 8.0% as compared to 8.6% last year. Continued -------------------------------------------- 1801 Art Museum Drive / Jacksonville, Florida 32207 / (904) 396-573 Interest expense, net of capitalized interest, increased $87,000 for the second quarter due to an increase in the average debt outstanding. The provision for income taxes was 39% of income before taxes in the second quarter of 2003 and 40% in the second quarter of 2002. Net income was $622,000 or $.20 per diluted share for the second quarter of Fiscal 2003 compared to $1,424,000 or $.45 per diluted share for the same quarter last year. SIX MONTHS OPERATING RESULTS. For the first half of Fiscal 2003, consolidated revenues were $49,115,000, an increase of $2,615,000 or 5.6% over the same period last year. The transportation segment's revenues for the first half of Fiscal 2003 were $41,978,000, an increase of $3,019,000 or 7.7% over the same period last year. Approximately two-thirds of this increase resulted from a 3.4% increase in miles hauled due to the Infinger acquisition on May 30, 2002, partially offset by the loss of a major customer. The balance of the increase was primarily due to higher fuel surcharges as a result of rising fuel costs. Real estate revenues were $7,137,000 for the first half of 2003, a decrease of $404,000 or 5.4% from the first half of 2002. Royalties from mining contracts decreased $861,000 or 23.4% primarily resulting from completion of mining at two locations during the third quarter of 2002. Revenues from flex office- warehouse properties increased $412,000 or 10.7%, primarily due to a 7.5% increase in average leased square feet and, to a lesser extent, price increases. Property sales were $65,000 in the first half of 2003 as compared to property sales of $20,000 during the first half of 2002. Consolidated gross profit decreased $1,788,000 or 17.8% for the first half as compared to the same period last year. Gross profit in the transportation segment decreased $1,407,000 or 24.8% as a result of higher fuel costs per mile, net of fuel surcharges, and a 16.3% increase in overall fixed expenses. The increase in fixed expenses was due to higher depreciation expense resulting from the Infinger asset additions and a newer trucking fleet as well as sharply higher expenses related to risk insurance programs. Gross profit in the real estate segment decreased $381,000 or 8.7% from the first half of 2002 due to decreased royalties from mining operations, partially offset by additional gross profits from newly developed commercial properties. Selling, general and administrative expense increased $150,000 or 3.9% for the first half of 2003 compared to the same period last year. The increase is primarily attributed to a benefit in the first half of last year of $180,000 related to the recovery of a closed subsidiary's accounts receivable in excess of amounts anticipated. A similar benefit of $41,000 was recorded in the first quarter of 2003. Selling, general and administrative expenses, exclusive of these benefits, as a percent of consolidated revenues excluding property sales was 8.2% compared to 8.6% last year. Interest expense, net of capitalized interest, increased $145,000 for the first half due to an increase in the average debt outstanding. The provision for income taxes was 39% of income before taxes in the first half of 2003 and 40% in the first half of 2002. Net income was $1,560,000 or $.50 per diluted share for the first half of Fiscal 2003 compared to $2,769,000 or $.88 per diluted share for the same period last year. Continued 2 AGREEMENT TO SELL LAND. The Company also announced that a subsidiary has agreed to sell 796 acres of land located in St. Mary's County, Maryland to Florida Rock Industries, Inc. (FRI), a related party, for $1,836,000. FRI has 120 days to inspect and investigate the property and may, in its sole discretion, terminate the Agreement during the inspection period without penalty. If the Agreement is not terminated during the inspection period or valid extensions thereof, closing is to occur no later than December 15, 2003. The Agreement was approved by a committee of independent directors of the Company after receipt of an appraisal and consultation with management. If this transaction closes, the Company will recognize a gain on the sale of approximately $647,000 net of income taxes, or $.21 per diluted share. SUMMARY AND OUTLOOK. The Company's real estate development has continued to benefit from the prevailing low interest rate environment. Though demand for the Company's flexible office- warehouse product softened somewhat in some sub-markets, overall occupancy has remained encouraging. Additional real estate development momentum appears favorable. A contrasting scenario has remained for the Company's trucking operations. Supply concerns about the war in Iraq pushed average diesel fuel prices up to record highs by early March compared to the same period a year earlier. Fuel price escalation occurred so rapidly that aggressive fuel price surcharges by the Company still could not fully offset this impact. Weakened freight demand from a still-struggling national and regional economy contributed to challenges for efficient equipment utilization. Fuel prices have recently abated with the end of the Iraqi conflict. On the other hand, liability and health insurance costs remain on an upward trend. Therefore, significant profit margin progress from better utilization and firmer freight rates will still hinge on improved national and regional economic health. Patriot Transportation Holding, Inc. is engaged in the transportation and real estate businesses. The Company's transportation business is conducted through two wholly owned subsidiaries. Florida Rock & Tank Lines, Inc. is a Southeastern transportation company concentrating in the hauling by motor carrier of liquid and dry bulk commodities. SunBelt Transport, Inc. serves the flatbed portion of the trucking industry in the Southeast, Midwest and Mid-Atlantic States, hauling primarily construction materials. The Company's real estate group, through subsidiaries, acquires, constructs, leases, operates and manages land and buildings to generate both current cash flows and long-term capital appreciation. The real estate group also owns real estate which is leased under mining royalty agreements or held for investment. Continued 3 PATRIOT TRANSPORTATION HOLDING, INC. Summary of Consolidated Revenues and Earnings (In thousands except per share amounts)
Three Months Six Months Ended Ended March 31 March 31 ------------ ---------- 2003 2002 2003 2002 ---- ---- ---- ---- Net sales $25,073 23,008 $49,115 46,500 Gross profit 3,915 4,966 8,245 10,033 Income before income taxes 1,019 2,373 2,557 4,615 Net income $ 622 1,424 $ 1,560 2,769 Earnings per common share: Basic $.20 $.45 $.50 $.88 Diluted $.20 $.45 $.50 $.88 Weighted average shares outstanding: Basic 3,053 3,139 3,093 3,139 Diluted 3,077 3,168 3,118 3,160
PATRIOT TRANSPORTATION HOLDING, INC. Condensed Balance Sheets (Unaudited) (Amounts in thousands)
March 31 September 30 2003 2002 ---- ---- Cash and cash equivalents $ 687 529 Accounts receivable, net 7,768 7,343 Other current assets 3,508 3,618 Property, plant and equipment, net 146,415 138,367 Other non-current assets 5,869 5,606 ------- ------- TOTAL ASSETS $164,247 $155,463 ======= ======= Current liabilities 9,185 11,972 Long-term debt (excluding current maturities) 59,433 47,290 Deferred income taxes 10,301 10,062 Other non-current liabilities 6,991 6,979 Shareholders' equity 78,337 79,160 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $164,247 $155,463 ======= =======
Continued 4 PATRIOT TRANSPORTATION HOLDING, INC. BUSINESS SEGMENTS (Amounts in thousands) (Unaudited) The Company has identified two business segments, Transportation and Real Estate. All of the Company's operations are located in the Southeastern and Mid-Atlantic states and each is managed separately along product lines. Operating results for the Company's business segments are as follows:
Three Months Ended Six Months Ended March 31 March 31 -------- -------- 2003 2002 2003 2002 ---- ---- ---- ---- Transportation Revenues 21,312 19,181 41,978 38,959 ------ ------ ------ ------ Real Estate Revenues: Royalties, rentals & other 3,696 3,827 7,072 7,521 Property sales 65 0 65 20 ------ ------ ------ ------ Total 3,761 3,827 7,137 7,541 ------ ------ ------ ------ Total Revenues $25,073 23,008 49,115 46,500 ====== ====== ====== ====== Transportation Operating Profit: Current operations $ 323 1,083 1,002 2,365 Closed operations 0 180 66 180 ------ ----- ----- ----- Total 323 1,263 1,068 2,545 ------ ----- ----- ----- Real Estate Operating Profit (loss): Royalties, rentals & other 1,913 2,272 3,911 4,399 Property sales 65 (10) 65 (43) ------ ----- ----- ----- Total 1,978 2,262 3,976 4,356 ------ ----- ----- ----- Corporate Expenses (396) (353) ( 762) ( 706) ------ ----- ----- ----- Total Operating Profit $ 1,905 3,172 4,282 6,195 ====== ===== ===== =====
Investors are cautioned that any statements in this press release which relate to the future are, by their nature, subject to risks and uncertainties that could cause actual results and events to differ materially from those indicated in such forward-looking statements. These risks and uncertainties include, but are not limited to, general business conditions; competitive factors; political, economic, regulatory and climatic conditions; driver availability and cost; freight demand for petroleum products and for building and construction materials in the Company's markets; risk insurance markets; demand for flexible warehouse/office facilities; interest rates; levels of mining activity; pricing; energy costs and technological changes. Additional information regarding these and other risk factors and uncertainties may be found in the Company's filings with the Securities and Exchange Commission. 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. 5 -----END PRIVACY-ENHANCED MESSAGE-----