-----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, MMS5Bs3ixyefavhcJVhFTIRim04FyaJORj3DxwPFd22kH9nJUjm/98AsW2ZXUpbO Q//+ENGEgnM7EZ3fQKr4LA== <SEC-DOCUMENT>0001474506-11-000010.txt : 20110202 <SEC-HEADER>0001474506-11-000010.hdr.sgml : 20110202 <ACCEPTANCE-DATETIME>20110202101230 ACCESSION NUMBER: 0001474506-11-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110202 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110202 DATE AS OF CHANGE: 20110202 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: 11565111 BUSINESS ADDRESS: STREET 1: 501 RIVERSIDE AVE STREET 2: SUITE 500 CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043965733 MAIL ADDRESS: STREET 1: 501 RIVERSIDE AVE STREET 2: SUITE 500 CITY: JACKSONVILLE STATE: FL ZIP: 32202 FORMER COMPANY: FORMER CONFORMED NAME: FRP PROPERTIES INC DATE OF NAME CHANGE: 19920703 </SEC-HEADER> <DOCUMENT> <TYPE>8-K <SEQUENCE>1 <FILENAME>form8k.txt <DESCRIPTION>FORM 8-K <TEXT> 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 2, 2011 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) 501 Riverside Avenue Suite 500 Jacksonville, Florida 32202 - ---------------------------------------- ----------------- (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) <PAGE> [ ] 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)) <PAGE> CURRENT REPORT ON FORM 8-K PATRIOT TRANSPORTATION HOLDING, INC. February 2, 2011 ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 2, 2011, Patriot Transportation Holdings, Inc. (the "Company") issued a press release announcing its earnings for the first quarter of fiscal 2011. 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 February 2, 2011. <PAGE> 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 2, 2011 By: /s/ John D. Milton, Jr. ------------------------------------ John D. Milton, Jr. Vice President, and Chief Financial Officer <PAGE> EXHIBIT INDEX Exhibit No. - ----------- 99.1 Press Release dated February 2, 2011 issued by Patriot Transportation Holdings, Inc. <PAGE> </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-99 <SEQUENCE>2 <FILENAME>pressrelease.txt <DESCRIPTION>PRESS RELEASE <TEXT> EXHIBIT 99.9 PATRIOT TRANSPORTATION HOLDING, INC./NEWS Contact: John D. Milton, Jr. Chief Financial Officer 904/396-5733 PATRIOT TRANSPORTATION HOLDING, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED DECEMBER 31, 2010. Jacksonville, Florida; February 2, 2011 - Patriot Transportation Holding, Inc. (NASDAQ-PATR) reported net income of $6,395,000 or $.68 per diluted share in the first quarter of fiscal 2011, an increase of $5,059,000 or 378.8% compared to net income of $1,336,000 or $.14 per diluted share in the same period last year. The first quarter of fiscal 2011 included an after tax gain of $4,926,000 or $0.52 per diluted share from the previously disclosed sale of property in Caroline County, Virginia. First Quarter Operating Results. For the first quarter of fiscal 2011, consolidated revenues were $28,263,000, an increase of $763,000 or 2.8% over the same quarter last year. Transportation segment revenues were $22,991,000 in the first quarter of 2011, an increase of $910,000 over the same quarter last year. Revenue miles in the current quarter were up 5.7% compared to the first quarter of fiscal 2010 due to business growth and a longer average haul length. Fuel surcharge revenue increased $753,000. Excluding fuel surcharges, revenue per mile decreased 4.5% over the same quarter last year due to a longer average haul length and lower revenue per mile on certain replacement business. The average price paid per gallon of diesel fuel increased by $0.39 or 15.7% over the same quarter in fiscal 2010. Mining royalty land segment revenues for the first quarter of fiscal 2011 were $1,095,000, an increase of $108,000 or 10.9% over the same quarter last year, due to an increase in mined tons. Developed property rentals segment revenues for the first quarter of fiscal 2011 were $4,177,000, a decrease of $255,000 or 5.8% due to reduced tenant reimbursements for snow removal. Consolidated operating profit was $3,188,000 in the first quarter of fiscal 2011, an increase of $146,000 or 4.8% compared to $3,042,000 in the same period last year. Operating profit in the transportation segment increased $344,000 or 20.9% primarily due to lower health benefit claims. Operating profit in the mining royalty land segment increased $86,000 or 12.8% due to an increase in mined tons. Operating profit in the developed property rentals segment decreased $186,000 or 15.3% due to higher professional fees and property taxes. Consolidated operating profit includes corporate expenses not allocated to any segment in the amount of $587,000 in the first quarter of fiscal 2011, an increase of $98,000 compared to the same period last year due to adjustment to the fair value of the corporate aircraft of $300,000 partially offset by lower stock compensation and professional fees. The after tax income from discontinued operations for the first quarter of fiscal 2011 was $4,927,000 versus $24,000 for the same period last year. Diluted earnings per share on discontinued operations for the first quarter of fiscal 2011 was $.52 compared to $.00 in the first quarter of fiscal 2010. The first quarter of fiscal 2011 included a book gain on the exchange of property of $4,926,000 after tax or $.52 per diluted share. The gain includes a deferred tax benefit of $2,053,000 related to the donation to the Commonwealth of Virginia of the $5,402,000 value of minerals and aggregates. Continued 501 Riverside Ave., Ste 500/Jacksonville, Florida 32202/(904) 396-5733 <PAGE> Summary and Outlook. Transportation segment miles for this year's first quarter were 5.7% higher than the same quarter last year. The Company continues to succeed in replacing customers from the non- renewed contracts announced January 6, 2010 and has basically recovered from new customers substantially all the lost revenue miles, albeit at lower rates per mile for longer average hauls. Operating profit from the leasing of developed buildings has been unfavorably impacted by three newer buildings brought into service since September 2008 along with two nearly vacant buildings in Delaware impacted by automobile plant closings and the residential housing downturn. Occupancy increased from 72.0% to 76.5% over last quarter as the market for new tenants appears to have bottomed and traffic for vacant space has increased. The Company is not presently engaged in the construction of any new buildings. Conference Call. The Company will also host a conference call at 2:00 p.m. E.S.T. on February 2, 2011. Analysts, stockholders and other interested parties may access the teleconference live by calling 1-888-318-6429 (pass code 42565) within the United States. International callers may dial 1-334-323-7225 (pass code 42565). Computer audio is available via the Internet through the Conference America, Inc. website at http://209.208.69.70/Conference_America or via the Company's website at http://www.patriottrans.com. If using the Company's website, click on the Investor Relations tab, then select Patriot Transportation Holding, Inc. Conference Stream, next select the appropriate link for the current conference. An audio replay will be available for sixty days following the conference call. To listen to the audio replay, dial toll free 877-919-4059, international callers dial 334-323-7226. The passcode of the audio replay is 13866196. Replay options: "1" begins playback, "4" rewind 30 seconds, "5" pause, "6" fast forward 30 seconds, "0" instructions, and "9" exits recording. There may be a 30-40 minute delay until the archive is available following the conclusion of the conference call. 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 Florida Rock & Tank Lines, Inc. which is a Southeastern transportation company concentrating in the hauling by motor carrier of liquid and dry bulk commodities. 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. Continued <PAGE> PATRIOT TRANSPORTATION HOLDING, INC. Summary of Consolidated Revenues and Earnings (unaudited) (In thousands except per share amounts) Three Months Ended December 31 ----------- 2010 2009 ---- ---- Revenues $28,263 27,500 Operating profit $3,188 3,042 Income before taxes $2,384 2,130 Income from continuing operations 1,468 1,312 Income (loss) from discontinued operations 4,927 24 Net income $6,395 1,336 Earnings per common share: Income from continuing operations Basic $0.16 0.15 Diluted $0.16 0.14 Income (loss) from discontinued operations Basic $0.53 0.00 Diluted $0.52 0.00 Net income Basic $0.69 0.15 Diluted $0.68 0.14 Weighted average common shares outstanding: Basic 9,273 9,153 Diluted 9,460 9,411 PATRIOT TRANSPORTATION HOLDING, INC. Condensed Balance Sheets (unaudited) (Amounts in thousands) December 31 September 30 2010 2010 ----------- ------------ Cash and cash equivalents $ 15,419 $ 17,151 Accounts receivable, net 6,479 5,940 Federal and state income taxes receivable 519 930 Notes receivable, current 1,259 1,238 Assets of discontinued operations 533 542 Other current assets 5,300 5,971 Property, plant and equipment, net 204,513 198,116 Investment in Brooksville Joint Venture 7,456 7,344 Notes receivable, non-current 4,052 4,382 Other non-current assets 15,301 16,098 ---------- ---------- Total Assets $ 260,831 $ 257,712 ========== ========== Current liabilities $ 14,778 $ 16,768 Liabilities of discontinued operations 1,610 1,327 Long-term debt (excluding current maturities) 66,077 67,272 Deferred income taxes 16,165 16,084 Other non-current liabilities 4,259 4,205 Shareholders' equity 157,942 152,056 --------- ---------- Total Liabilities and Shareholders' Equity $ 260,831 $ 257,712 Continued <PAGE> PATRIOT TRANSPORTATION HOLDING, INC. Business Segments (unaudited) (Amounts in thousands) The Company has identified three business segments, Transportation, Mining royalty land and Developed property rentals, 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 ----------- 2010 2009 ---- ---- Transportation revenues $22,991 22,081 Mining royalty land revenues 1,095 987 Developed property rentals revenues 4,177 4,432 ----- ----- Total Revenues $28,263 27,500 ======= ====== Transportation operating profit $1,988 1,644 Mining royalty land operating profit 756 670 Developed property rentals operating profit 1,031 1,217 Unallocated corporate expenses (587) (489) ------- ------- Total Operating Profit $3,188 3,042 ====== ====== <PAGE> </TEXT> </DOCUMENT> </SEC-DOCUMENT> -----END PRIVACY-ENHANCED MESSAGE-----