-----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, GWi6cqtTOO636ugQbrATym7ZwlL62YEkaKOv8YqSe3YQBtEORYVmcisNgiRJg0cl cm20sj3YR9Z7vuTuhrY5fw== 0001015325-04-000320.txt : 20041207 0001015325-04-000320.hdr.sgml : 20041207 20041207141856 ACCESSION NUMBER: 0001015325-04-000320 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041207 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041207 DATE AS OF CHANGE: 20041207 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: 041188227 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 8-K 1 form8k.txt FORM 8-K 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): December 1, 2004 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 32207 Jacksonville, Florida - ------------------------------------------------------------ (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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CRF 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) CURRENT REPORT ON FORM 8-K PATRIOT TRANSPORTATION HOLDING, INC. December 1, 2004 ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION On December 1, 2004, Patriot Transportation Holdings, Inc. (the "Company") issued a press release regarding its 2004 fourth quarter and 2004 fiscal year earnings. A copy of the press release is furnished as Exhibit 99.1. The information in this report (including the exhibit) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press Release dated December 1, 2004. 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: December 7,2004 By: /s/Ray M. Van Landingham ----------------------------------- Ray M. Van Landingham Vice President, Finance and Administration and Chief Financial Officer EXHIBIT INDEX Exhibit No. - ----------- 99.1 Press Release dated December 1, 2004 issued by Patriot Transportation Holdings, Inc. EX-99 2 pressrelease.txt 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 RESULTS FOR THE FOURTH QUARTER AND FISCAL YEAR ENDED SEPTEMBER 30, 2004. Jacksonville, Florida; December 1, 2004 - Patriot Transportation Holding, Inc. (NASDAQ-PATR) reported net income of $1,493,000 or $.50 per diluted share for the fourth quarter of fiscal year 2004, compared to $1,669,000 or $.56 per diluted share for the same quarter last year. Fiscal 2003 fourth quarter included $739,000 of income from discontinued operations. Income from continuing operations was $1,704,000, an 83.2% increase over the same quarter last year. Net income for fiscal year 2004 was $20,740,000 or $6.97 per diluted share, an increase of $16,165,000 over fiscal year 2003. Income from continuing operations for fiscal 2004 increased 71.6% to $6,096,000. Fourth Quarter Operating Results. For the fourth quarter of fiscal 2004, consolidated revenues were $30,049,000, an increase of $3,095,000 or 11.5% over the same quarter last year. The transportation segment's revenues for the fourth quarter of fiscal 2004 were $25,787,000, an increase of $2,848,000 or 12.4% over the same quarter last year. Approximately $656,000 of this increase was a result of a 3.2% increase in miles hauled in the fourth quarter of 2004 over the same quarter last year. Increased fuel surcharges accounted for $909,000 of the increase over the same quarter last year. The remaining difference of $1,283,000 was due to an 8.9% increase in average revenue per mile, reflecting higher freight rates. Real estate revenues were $4,262,000 for the fourth quarter of fiscal 2004, an increase of $247,000 or 6.2% from the fourth quarter of fiscal 2003. Lease revenues from flex office-warehouse properties increased $390,000 or 16.2%, primarily due to a 17.3% increase in average leased square feet. Royalties from mining contracts decreased $143,000 or 8.9% primarily resulting from a reduction in tons sold and a decrease in average royalty rates compared to the same quarter last year. Consolidated gross profit for the fourth quarter of 2004 was $6,262,000, an increase of $1,691,000 or 37.0% from the fourth quarter of last year. Gross profit in the transportation segment increased $1,459,000 or 68.1%, primarily due to the increases in volume and pricing and steady level of fixed costs compared to the same quarter last year. Gross profit in the real estate segment increased $232,000 or 9.6% from the fourth quarter of 2003, primarily due to increased lease revenue from higher average leased square footage. Income from continuing operations was $1,704,000 or $.57 per diluted share from the fourth quarter of fiscal 2004, an 83.2% increase over the fourth quarter of last year. Net income was $1,493,000 or $.50 per diluted share for the fourth quarter of fiscal 2004 compared to $1,669,000 or $.56 per diluted share for the same quarter last year. Net income for the fourth quarter of 2004 Continued 1801 Art Museum Drive / Jacksonville, Florida 32207 / (904) 396-5733 included a charge of $211,000 included in discontinued operations, related to tax expense on prior quarter property sales. Net income for the fourth quarter of 2003 included $739,000 of income from discontinued operations. FISCAL 2004 OPERATING RESULTS. Consolidated revenues for fiscal 2004 were $115,789,000, an increase of 13.0% from $102,440,000 the previous year. The Transportation segment's revenues for fiscal year 2004 were $99,424,000, an increase of $11,428,000 or 13.0% over last year. Transportation revenues increased $6,937,000 over last year due to an 8.8% increase in miles, reflecting increased customer demand for transportation services. The increased demand also allowed better pricing for our services and as a result, average revenue per mile, excluding fuel surcharges, increased 2.5%. Fuel surcharge revenue increased $1,670,000 over the previous year as a result of the average price per gallon of diesel fuel increasing $0.17. Real Estate revenues were $16,365,000, an increase of $1,921,000 or 13.3% in 2004. Lease revenues from developed properties increased $1,739,000 or 19.8% due to the completion of a fully leased 200,200 square foot office/warehouse at the Hillside Business Park in late fiscal 2003 and the purchase of two 50% leased office/warehouses at Interchange Boulevard in Newark, Delaware, in March of 2004. Royalties from mining operations increased 4.5% during 2004. Consolidated gross profit for fiscal 2004 increased 28.7% to $22,482,000 from $17,469,000 for the previous year. Transportation gross profit was $13,212,000, an increase of $4,172,000 or 46.2%, in 2004 compared to 2003. The increase in gross profit was primarily due to the increase in miles and prices and a steady level of fixed expenses. Real Estate gross profit increased $841,000 primarily due to the increase in rental revenues from the higher average leased square feet. Selling, general and administrative expenses for 2004 increased $899,000 to $9,052,000, primarily due to the accrual of management incentive compensation, which is based on the Company achieving certain profitability targets. Selling, general and administration expense as a percent of consolidated revenues was 7.8% compared to 8.0% last year. Income from continuing operations was $6,096,000 or $2.05 per diluted share in fiscal 2004, an increase of 71.6% compared to $3,552,000 or $1.16 per diluted share for last year. Income from discontinued operations includes the results of operations and the gain from sales of a mining property in fiscal 2003 and two rental properties and a mining property in fiscal 2004. The after-tax net income from the operations of the sold properties was $188,000 in 2004 and $366,000 in 2003. The after-tax gain from the sale of the properties was $14,456,000 in 2004 and $657,000 in 2003. Net income increased to $20,740,000 in fiscal 2004 from $4,575,000 in 2003. Diluted earnings per share increased to $6.97 in fiscal 2004 from $1.49 in 2003. Diluted total shares outstanding decreased 2.9% from 3,066,000 in 2003 to 2,976,000 in 2004 primarily as a result of the repurchase and cancellation of 77,533 shares during the year. SUMMARY AND LOOKOUT. The Company's real estate and transportation businesses are experiencing an improved business climate as the result of a stronger regional and national economy. While low interest rates continue to enhance overall business conditions, the Company's real estate development operations are receiving encouraging levels of inquiry from prospective tenants for the Company's flexible office/warehouse product. continued Demand for hauling services remains firm for the Company's transportation business. Improved pricing is occurring for the Company's flatbed and tank truck operations. Operating pressures from volatile diesel fuel costs, tight driver availability, and burdensome health and liability insurance costs will continue to challenge the trucking industry. These expense pressures in the face of improving freight demand should lead to continued price increases for hauling services. 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 include general business conditions; competitive factors; political, economic, regulatory and climatic conditions; driver availability and cost; regulations regarding driver qualifications and hours of service; 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. 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, comprised of FRP Development Corp, and Florida Rock Properties, Inc., 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. PATRIOT TRANSPORTATION HOLDING, INC. Summary of Consolidated Revenues and Earnings (In thousands except per share amounts)
Three Months Twelve Months Ended Ended September 30, September 30, 2004 2003 2004 2003 ---- ---- ---- ---- Revenues $ 30,049 26,954 115,789 102,440 Gross profit $ 6,262 4,571 22,482 17,469 Income before income taxes $ 2,895 1,525 9,975 5,824 Income from continuing operations $ 1,704 930 6,096 3,552 Income from discontinued operations $ (211) 739 14,644 1,023 Net income $ 1,493 1,669 20,740 4,575 Earnings per common share: Income from continuing operations Basic $0.58 0.32 2.08 1.17 Diluted $0.57 0.31 2.05 1.16 Income from discontinued operations Basic ($0.07) 0.25 5.00 0.34 Diluted ($0.07) 0.25 4.92 0.33 Net income Basic $0.51 0.57 7.08 1.51 Diluted $0.50 0.56 6.97 1.49 Shares used in computing earnings per share: Basic 2,929 2,933 2,931 3,033 Diluted 2,973 2,985 2,976 3,066
PATRIOT TRANSPORTATION HOLDING, INC. Condensed Balance Sheets (Unaudited) (Amounts in thousands)
September 30 September 30 2004 2003 ------------- ------------ Cash and cash equivalents $ 199 $ 757 Cash held in escrow (a) 16,553 1,795 Accounts receivable, net 9,123 7,332 Other current assets 4,191 4,081 Property, plant and equipment, net 149,011 139,379 Other non-current assets 6,317 11,872 ------------- ------------ Total Assets $ 185,394 $ 165,216 ============== ============ Current liabilities 23,099 $11,220 Long-term debt (excluding current maturities) 41,185 57,816 Deferred income taxes 15,767 10,760 Other non-current liabilities 7,256 7,391 Shareholders' equity 98,087 78,029 -------------- ------------ Total Liabilities and Shareholders' Equity $ 185,394 $ 165,216 ============== ============
(a) Cash held in escrow consists of proceeds from sales of real estate held in escrow in anticipation of qualified real estate purchases in accordance with Section 1031 of the Internal Revenue Code. In November 2004, $7,150,000 was used to purchase qualified property and the balance was released from escrow. Patriot Transportation Holding, Inc. Business Segments (Amounts in thousands) 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 Twelve months ended September 30 September 30 ------------------ ------------------- 2004 2003 2004 2003 ---- ---- ---- ---- Transportation Revenues $ 25,787 22,939 $ 99,424 87,996 Real Estate Revenues $ 4,262 4,015 $ 16,365 14,444 -------- ------ -------- ------- Total Revenues $ 30,049 26,954 $115,789 102,440 ======== ====== ======== ======= Transportation Operating Profit $ 1,516 324 5,625 2,361 Real Estate Operating Profit $ 2,660 2,430 9,269 8,428 Corporate Expenses $ (316) (361) (1,464) (1,473) --------- ------- --------- -------- Total Operating Profit $ 3,860 2,393 13,430 9,316
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