-----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, GLVcAV2FLkppOhxSFgBmHYbsOFOnPMe5AHcKM8qyefpQyNrJtO1EYtms1hROnAxU oTdRSocEKmungQhM5tZ5PQ== 0001015325-05-000129.txt : 20050428 0001015325-05-000129.hdr.sgml : 20050428 20050428135906 ACCESSION NUMBER: 0001015325-05-000129 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050427 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050428 DATE AS OF CHANGE: 20050428 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: 05779739 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): April 27, 2005 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. April 27, 2005 ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 27, 2005, Patriot Transportation Holdings, Inc. (the "Company") issued a press release announcing its earnings per share for the second quarter of fiscal 2005. 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 April 27, 2005. 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 27, 2005 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 April 27, 2005 issued by Patriot Transportation Holdings, Inc. EX-99 2 pressreleasefinal.txt PRESS RELEASE EXHIBIT 99.1 PATRIOT TRANSPORTATION HOLDING, INC./NEWS Contact: John E. Anderson Chief Executive Officer 904/396-5733, Ext. 101 PATRIOT TRANSPORTATION HOLDING, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER AND FIRST HALF OF FISCAL YEAR 2005. Jacksonville, Florida; April 27, 2005 - Patriot Transportation Holding, Inc. (NASDAQ-PATR) reported income from continuing operations of $1,545,000 or $0.51 per diluted share in the second quarter of fiscal 2005, an increase of $299,000 or 24.0% compared to $1,246,000 or $0.42 per diluted share in the same period last year. Net income for the second quarter of fiscal 2005 was $1,545,000, compared to $6,973,000 for the same period last year. Net income for the second quarter of 2004 included $5,727,000 in income from discontinued operations resulting from the sale of real estate. Fully diluted earnings per share for the second quarter of fiscal 2005 was $0.51 compared to $2.34 in the second quarter of fiscal 2004. Income from continuing operations for the six months ended March 31, 2005 was $3,201,000 or $1.06 per diluted share, an increase of $724,000 or 29.2% compared to the same period last year. Net income for the first half of fiscal 2005 was $3,201,000, compared to $8,291,000 for the same period last year. Net income for the first half of 2004 included $5,814,000 in income from discontinued operations. Fully diluted earnings per share for the first half of fiscal 2005 was $1.06 compared to $2.79 in the same period last year. SECOND QUARTER OPERATING RESULTS. For the second quarter of fiscal 2005, consolidated revenues were $32,014,000, an increase of $3,628,000 or 12.8% over the same quarter last year. Transportation segment revenues were $27,496,000 in the second quarter of 2005, an increase of $3,215,000 or 13.2% over the same quarter last year. Fuel surcharges accounted for $1,282,000 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 5.2%, reflecting better pricing for our services. Revenue miles in the current quarter were up 2.9% compared to the second quarter of 2004. Real Estate segment revenues for the second quarter of fiscal 2005 were $4,518,000, an increase of $413,000 or 10.1% over the same quarter last year. Lease revenue from developed properties increased $325,000 or 11.9%, due to a 25.3% 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 second quarter of fiscal 2005. Royalties from mining operations increased slightly as a result of higher average royalties per ton. Continued - ---------------------------------------------------------------------- 1801 Art Museum Drive / Jacksonville, Florida 32207 / (904) 396-5733 Consolidated gross profit was $5,669,000 in the second quarter of fiscal 2005 compared to $5,009,000 in the same period last year, an increase of 13.2%. Gross profit in the transportation segment increased $311,000 or 10.7%, primarily due to improved pricing and additional volume, partly offset by increased risk and health insurance costs as compared to the same quarter last year. Gross profit in the real estate segment increased $349,000 or 16.5% from the second quarter of 2004, primarily due to increased lease revenue from higher average leased square footage from the purchase of the buildings discussed above. SIX MONTHS OPERATING RESULTS. For the first half of fiscal 2005, consolidated revenues were $63,388,000, an increase of $7,318,000 or 13.1% over the same period last year. Transportation segment revenues were $54,531,000 in the first six months of 2005, an increase of $6,479,000 over the same period last year. Fuel surcharges accounted for $2,892,000 of the increase. Excluding fuel surcharges, revenue per mile increased 5.2%, reflecting better pricing for our services. Revenue miles for the six months were up 2.5% compared to the first six months of 2004. Real Estate segment revenues for the first six months of fiscal 2005 were $8,857,000, an increase of $839,000 or 10.5% over the same period last year. Lease revenue from developed properties increased $791,000 or 15.3%, due to a 25.3% 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 six months of fiscal 2005. Royalties from mining operations increased slightly as a result of higher average royalties per ton. Consolidated gross profit was $11,586,000 in the first six months of fiscal 2005 compared to $10,232,000 in the same period last year, an increase of 13.2%. Gross profit in the transportation segment increased $583,000 or 9.6%, primarily due to the increases in pricing and volume, offset by increased risk and health insurance costs as compared to the same period last year. Gross profit in the real estate segment increased $771,000 or 18.5% from the same period last year, primarily due to increased lease revenue from higher average leased square footage from the purchase of the buildings discussed above. SUMMARY AND OUTLOOK. The Company's real estate development business continues to benefit from positive inquiry trends from prospective tenants for its warehouse-office product. Notwithstanding favorable freight- hauling demands for its transportation business, the Company's trucking operations remain challenged to effectively satisfy such demand due to an industry-wide, tight driver availability. 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. Continued - ---------------------------------------------------------------------- 1801 Art Museum Drive / Jacksonville, Florida 32207 / (904) 396-5733 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 Southeastern 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 (unaudited) (In thousands except per share amounts)
Three Months Six Months Ended Ended March 31 March 31 -------- -------- 2005 2004 2005 2004 ---- ---- ---- ---- Revenues $32,014 28,386 $63,388 56,070 Gross profit $ 5,669 5,009 $11,586 10,232 Income before income taxes $ 2,533 1,979 $ 5,247 3,998 Income from continuing operations $ 1,545 1,246 $ 3,201 2,477 Discontinued operations - 5,727 - 5,814 Net income $ 1,545 6,973 $ 3,201 8,291 Earnings per common share: Income from continuing operations Basic $.52 .43 $1.09 .84 Diluted $.51 .42 $1.06 .83 Discontinued operations Basic - 1.95 - 1.99 Diluted - 1.92 - 1.96 Net income Basic $.52 2.38 $1.09 2.83 Diluted $.51 2.34 $1.06 2.79 Weighted average common shares outstanding: Basic 2,948 2,931 2,940 2,932 Diluted 3,037 2,979 3,019 2,976
Continued PATRIOT TRANSPORTATION HOLDING, INC. Condensed Balance Sheets (unaudited) (Amounts in thousands)
March 31 September 30 2005 2004 --------- ------------ Cash and cash equivalents $ 268 $ 199 Cash held in escrow (a) - 16,553 Accounts receivable, net 8,875 9,123 Other current assets 4,816 4,191 Property, plant and equipment, net 163,782 149,011 Other non-current assets 6,864 6,317 -------- ---------- Total Assets $184,605 $ 185,394 ======== ========== Current liabilities $ 13,974 $ 23,099 Long-term debt (excluding current maturities) 49,715 41,185 Deferred income taxes 11,413 15,767 Other non-current liabilities 7,336 7,256 Shareholders' equity 102,167 98,087 -------- ---------- Total Liabilities and Shareholders' Equity $184,605 $ 185,394
(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, $7,200,000 was used to purchase qualified property and the balance was released from escrow. PATRIOT TRANSPORTATION HOLDING, INC. Business Segments (unaudited) (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 Six Months Ended Ended March 31 March 31 -------- -------- 2005 2004 2005 2004 ---- ---- ---- ---- Transportation Revenues $27,496 24,281 $54,531 48,052 Real Estate Revenues 4,518 4,105 8,857 8,018 ----- ----- ----- ----- Total Revenues $32,014 28,386 $63,388 56,070 ------- ------ ------- ------ Transportation Operating Profit $ 1,364 1,121 $ 2,813 2,467 Real Estate Operating Profit 2,460 2,112 4,946 4,174 Corporate Expenses (484) (379) (902) (783) -------- ------ -------- ------ Total Operating Profit $ 3,340 2,854 6,857 5,858 -------- ------ -------- ------
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