-----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, E+PUdt4SOnh8yGqxTJ9MYXuw4BCZ8m0tECDEcxUYxPEctZE05yEZVWTMVFps+a2H OsrrhygI7ynkGiieBMNyqg== 0001015325-08-000027.txt : 20080211 0001015325-08-000027.hdr.sgml : 20080211 20080211154202 ACCESSION NUMBER: 0001015325-08-000027 CONFORMED SUBMISSION TYPE: 18-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080211 FILED AS OF DATE: 20080211 DATE AS OF CHANGE: 20080211 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: 18-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17554 FILM NUMBER: 08593360 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 18-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): February 5, 2008 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) 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. February 5, 2008 ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 5, 2008, Patriot Transportation Holdings, Inc. (the "Company") issued a press release announcing its earnings for the first quarter of fiscal 2008. 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. As previously reported on a Form 8-K, John E. Anderson retired as the Company's President and Chief Executive Officer effective February 6, 2008. Mr. Anderson has served as the Company's President and Chief Executive Officer since 1989. Mr. Anderson will continue to serve on the Company's Board of Directors. On December 6, 2007 (as previously reported on a Form 8-K), the Company's Board of Directors appointed John D. Baker II to succeed Mr. Anderson as President and Chief Executive Officer, effective February 7, 2008. On February 6, 2007, the Compensation Committee of the Board of Directors established compensation arrangements for John D. Baker II. Mr. Baker will receive a base salary of $250,000 and will be eligible to receive an incentive bonus of up to 100% of his salary. Mr. Baker also will be entitled to limited personal use of an airplane that the Company intends to acquire, subject to the reimbursement of certain costs. He also will be entitled to participate in the Company's medical reimbursement plan for executive officers pursuant to which executive officers are reimbursed for certain medical expenses to the extent not covered by insurance. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press Release dated February 5, 2008. 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: February 11, 2008 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 February 5, 2008 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. 101 PATRIOT TRANSPORTATION HOLDING, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER OF FISCAL YEAR 2008. Jacksonville, Florida; February 5, 2008 - Patriot Transportation Holding, Inc. (NASDAQ-PATR) reported a net loss of $139,000 or $0.05 per diluted share in the first quarter of fiscal 2008, a decrease of $2,299,000 compared to net income of $2,160,000 or $0.69 per diluted share in the same period last year. Net income for the first quarter of fiscal 2008 was adversely impacted by the accrual of retirement benefits of $1,460,000, net of income tax benefits, for the Company's President and CEO, whose retirement is effective February 6, 2008. The transportation segment was negatively impacted in the first quarter of fiscal 2008 from continuing adverse demand, fuel expense and operating disruptions for the flatbed trucking operations. The first quarter of fiscal 2007 benefited from gains on equipment sales and prior period insurance recoveries. First Quarter Operating Results. For the first quarter of fiscal 2008, consolidated revenues were $39,200,000, an increase of $2,076,000 or 5.6% over the same quarter last year. Transportation segment revenues were $32,919,000 in the first quarter of 2008 an increase of $1,195,000 over the same quarter last year. Excluding fuel surcharges, revenue per mile increased 2.7% over the same quarter last year. Decreased construction material freight demand and pricing softness from the downturn in housing pushed revenues down in the flatbed operation compared to the same quarter last year. Revenue miles in the current quarter were down 3.1% compared to the first quarter of 2007 from reduced loads in the flatbed portion of the transportation segment. Real Estate segment revenues for the first quarter of fiscal 2008 were $6,281,000, an increase of $881,000 or 16.3% over the same quarter last year. Lease revenue from developed properties increased $507,000 or 13.3%, due to an increase in occupied square footage along with higher rental rates on new leases. Royalties and rent increased $374,000 or 23.3% despite reduced tons mined because of an increase of $311,000 in revenues from timber harvesting and increases in minimum rent requirements effective in August 2007 and October 2007 pursuant to terms contained in several mining leases. Consolidated gross profit was $6,223,000 in the first quarter of fiscal 2008, a decrease of $1,236,000 or 16.6% compared to $7,459,000 in the same period last year. Gross profit in the transportation segment decreased $1,812,000 or 39.4% due to increased cost of operations along with decreased freight demand, resulting in reduced revenue miles and lower pricing in the flatbed portion. Average fuel cost per gallon in the first quarter of 2008 increased 31%. This resulted in an increase in fuel cost of $280,000 in excess of the increase in fuel surcharge revenue in the flatbed portion. Insurance and losses increased due to $357,000 of prior period recoveries in the same quarter last year. Other expense increased $455,000 due to higher gains on equipment sales the same quarter last year along with an increase of $156,000 in vehicle tires and maintenance. Gross profit in the real estate segment increased $576,000 or 20.1% from the first quarter 2007, due to higher rental rates on new leases and $311,000 increased gross profit from timber sales. Continued 1801 Art Museum Drive / Jacksonville, Florida 32207 / (904) 396-5733 Selling, general and administrative expenses increased $2,329,000 over the same quarter last year. The current quarter includes $2,371,000 accrual of retirement benefits for the Company's President and Chief Executive Officer. Summary and Outlook. The flatbed portion of the transportation segment continues to face severe industry over capacity and significant disruptions to profitability from poor freight demand, utilization disruption and pricing softness resulting from the housing downturn as well as high fuel expenses. This downturn is expected to continue to impact the operations of the flatbed portion of our transportation business throughout calendar 2008. The Company's real estate development business has benefited from active inquiry from prospective tenants for its warehouse-office product and corresponding favorable occupancy rates. The Company also continues to explore opportunities for development of various properties. The Company expects to continue expanding its portfolio of warehouse-office products consistent with maintaining a watchful eye on national and regional economic health. 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 economic conditions; competitive factors; political, economic, regulatory and climatic conditions; driver availability and cost; the impact of future regulations regarding the transportation industry; freight demand for petroleum product and levels of construction activity in the Company's markets; fuel costs; risk insurance markets; demand for flexible warehouse/office facilities; ability to obtain zoning and entitlements necessary for property development; 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 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 Ended December 31 2007 2006 ---- ---- Revenues $ 39,200 37,124 Gross profit $ 6,223 7,459 (Loss) Income before income taxes $ (228) 3,542 Net (loss) income $ (139) 2,160 (Loss) Earnings per common share: Basic $ (0.05) 0.72 Diluted $ (0.05) 0.69 Weighted average common shares outstanding: Basic 3,042 2,997 Diluted 3,042 3,109 Continued PATRIOT TRANSPORTATION HOLDING, INC. Condensed Balance Sheets (unaudited) (Amounts in thousands) December 31 September 30 2007 2007 ----------- ------------ Cash and cash equivalents $ 24,732 $ 26,944 Accounts receivable, net 10,250 10,983 Other current assets 7,713 6,559 Property, plant and equipment, net 195,895 192,523 Investment in Brooksville Joint Venture 6,143 5,904 Other non-current assets 10,908 10,617 ---------- ----------- Total Assets $ 255,641 $ 253,530 ========== =========== Current liabilities $ 23,258 $ 20,228 Long-term debt (excluding current maturities) 79,192 80,172 Deferred income taxes 15,846 15,274 Other non-current liabilities 6,144 7,395 Shareholders' equity 131,201 130,461 ---------- ----------- Total Liabilities and Shareholders' Equity $ 255,641 $ 253,530 ========== =========== PATRIOT TRANSPORTATION HOLDING, INC. Business Segments (unaudited) (Amounts in thousands) The Company has identified two business segments, Transportation and Real Estate, each of which is managed separately along product lines. All of the Company's operations are located in the Southeastern and Mid-Atlantic states. Operating results for the Company's business segments are as follows: Three Months Ended December 31 2007 2006 ---- ---- Transportation Revenues $ 32,919 31,724 Real Estate Revenues 6,281 5,400 --------- ------ Total Revenues $ 39,200 37,124 ========= ====== Transportation Operating Profit 646 2,412 Real Estate Operating Profit 3,440 2,864 Corporate Expenses (3,250) (875) ---------- ------ Total Operating Profit $ 836 4,401 ========== ====== -----END PRIVACY-ENHANCED MESSAGE-----