10-Q
1
patrdecq12.txt
PATR DECEMBER 2011 FORM 10Q
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended December 31, 2011
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-26115
PATRIOT TRANSPORTATION HOLDING, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2924957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 Riverside Ave., Suite 500, Jacksonville, Florida 32202
(Address of principal executive offices) (Zip Code)
904/396-5733
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No___
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes[ ] No[ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer[ ] Accelerated filer[X] Non-
accelerated filer[ ]
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
YES[ ] NO[X]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
On December 31, 2011 there were 9,309,051 shares of
Common Stock,
$.10 par value per share, outstanding (adjusted for 3-for-1 stock split).
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q
QUARTER ENDED DECEMBER 31, 2011
CONTENTS
Page No.
Preliminary Note Regarding Forward-Looking Statements 3
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets 4
Consolidated Statements of Income 5
Consolidated Statements of Cash Flows 6
Condensed Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
Item 3. Quantitative and Qualitative Disclosures about Market Risks 23
Item 4. Controls and Procedures 24
Part II. Other Information
Item 1A. Risk Factors 25
Item 2. Purchase of Equity Securities by the Issuer 25
Item 6. Exhibits 25
Signatures 26
Exhibit 31 Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 28
Exhibit 32 Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. 31
Preliminary Note Regarding Forward-Looking Statements.
Certain matters discussed in this report contain forward-looking
statements that are subject to risks and uncertainties that could cause
actual results to differ materially from those indicated by such forward-
looking statements.
These forward-looking statements relate to, among other things, capital
expenditures, liquidity, capital resources and competition and may be
indicated by words or phrases such as "anticipate", "estimate", "plans",
"projects", "continuing", "ongoing", "expects", "management believes",
"the Company believes", "the Company intends" and similar words or
phrases. The following factors and others discussed in the Company's
periodic reports and filings with the Securities and Exchange Commission
are among the principal factors that could cause actual results to differ
materially from the forward-looking statements: freight demand for
petroleum products including recessionary and terrorist impacts on travel
in the Company's markets; levels of construction activity in the markets
served by our mining properties; fuel costs and the Company's ability to
recover fuel surcharges; accident severity and frequency; risk insurance
markets; driver availability and cost; the impact of future regulations
regarding the transportation industry; availability and terms of
financing; competition in our markets; interest rates, inflation and
general economic conditions; demand for flexible warehouse/office
facilities in the Baltimore-Washington-Northern Virginia area; and ability
to obtain zoning and entitlements necessary for property development.
However, this list is not a complete statement of all potential risks or
uncertainties.
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. Additional information regarding
these and other risk factors may be found in the Company's other filings
made from time to time with the Securities and Exchange Commission.
PART I. FINANCIAL INFORMATION, ITEM 1. FINANCIAL STATEMENTS
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited) (In thousands, except share data)
December 31, September 30,
Assets 2011 2011
Current assets:
Cash and cash equivalents $ 19,050 21,026
Accounts receivable (net of allowance for
doubtful accounts of $131 and $111, respectively) 8,511 6,702
Federal and state income taxes receivable 93 93
Inventory of parts and supplies 989 1,121
Deferred income taxes 201 201
Prepaid tires on equipment 1,519 1,381
Prepaid taxes and licenses 1,354 1,860
Prepaid insurance 1,610 2,111
Prepaid expenses, other 60 85
Assets of discontinued operations 108 114
Total current assets 33,495 34,694
Property, plant and equipment, at cost 319,016 313,930
Less accumulated depreciation and depletion 107,624 104,942
Net property, plant and equipment 211,392 208,988
Real estate held for investment, at cost 6,848 6,848
Investment in joint venture 7,473 7,412
Goodwill 1,087 1,087
Unrealized rents 3,720 3,604
Other assets 3,841 3,757
Total assets $267,856 266,390
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 4,868 3,948
Federal and state income taxes payable 1,014 -
Accrued payroll and benefits 3,196 4,992
Accrued insurance 3,282 3,303
Accrued liabilities, other 1,080 1,053
Long-term debt due within one year 4,984 4,902
Liabilities of discontinued operations 33 34
Total current liabilities 18,457 18,232
Long-term debt, less current portion 61,093 62,370
Deferred income taxes 16,919 16,919
Accrued insurance 2,548 2,548
Other liabilities 1,904 1,874
Commitments and contingencies (Note 8)
Shareholders' equity:
Preferred stock, no par value;
5,000,000 shares authorized; none issued - -
Common stock, $.10 par value;
25,000,000 shares authorized,
9,309,051 and 9,288,023 shares issued
and outstanding, respectively 931 929
Capital in excess of par value 39,314 38,845
Retained earnings 126,659 124,642
Accumulated other comprehensive income, net 31 31
Total shareholders' equity 166,935 164,447
Total liabilities and shareholders' equity $267,856 266,390
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)
THREE MONTHS
ENDED DECEMBER 31,
2011 2010
Revenues:
Transportation $24,841 22,991
Mining royalty land 977 1,095
Developed property rentals 4,541 4,177
Total revenues 30,359 28,263
Cost of operations:
Transportation 23,398 21,003
Mining royalty land 293 339
Developed property rentals 3,162 3,146
Unallocated corporate 292 587
Total cost of operations 27,145 25,075
Operating profit:
Transportation 1,443 1,988
Mining royalty land 684 756
Developed property rentals 1,379 1,031
Unallocated corporate (292) (587)
Total operating profit 3,214 3,188
Gain on termination of sale contract 1,039 -
Interest income and other 9 102
Equity in loss of joint venture (7) -
Interest expense (804) (906)
Income before income taxes 3,451 2,384
Provision for income taxes (1,326) (916)
Income from continuing operations 2,125 1,468
Income from discontinued
operations, net (1) 4,927
Net income $ 2,124 6,395
Earnings per common share:
Income from continuing operations -
Basic $ .23 .16
Diluted $ .23 .16
Discontinued operations (Note 11) -
Basic $ - .53
Diluted $ - .52
Net income - basic $ .23 .69
Net income - diluted $ .23 .68
Number of shares (in thousands)
used in computing:
-basic earnings per common share 9,290 9,273
-diluted earnings per common share 9,422 9,460
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 2011 AND 2010
(In thousands)
(Unaudited)
2011 2010
Cash flows from operating activities:
Net income $ 2,124 6,395
Adjustments to reconcile net income to net cash
provided by continuing operating activities:
Depreciation, depletion and amortization 3,083 3,208
Equity in loss of joint venture 7 -
(Gain) on sale of equipment and property (1,051) (12)
Loss (Income) from discontinued operations, net 1 (4,927)
Stock-based compensation 136 132
Net changes in operating assets and liabilities:
Accounts receivable 234 (539)
Inventory of parts and supplies 132 (304)
Prepaid expenses and other current assets 894 975
Other assets (368) 363
Accounts payable and accrued liabilities (870) (2,066)
Income taxes payable and receivable 1,014 753
Long-term insurance liabilities and other long-term
liabilities 30 54
Net cash provided by operating activities of
continuing operations 5,366 4,032
Net cash provided by operating activities of
discontinued operations 4 293
Net cash provided by operating activities 5,370 4,325
Cash flows from investing activities:
Purchase of transportation group property and equipment (4,789) (1,796)
Investments in mining royalty land segment - -
Investments in developed property rentals segment (2,589) (2,719)
Investment in joint venture (70) (114)
Proceeds from the sale of property, plant and equipment 1,069 23
Proceeds received on note for sale of SunBelt - 309
Net cash used in investing activities (6,379) (4,297)
Cash flows from financing activities:
Repayment of long-term debt (1,195) (1,119)
Repurchase of Company Stock (137) (955)
Excess tax benefits from exercises of stock options
and vesting of restricted stock 145 155
Exercise of employee stock options 220 159
Net cash used in financing activities (967) (1,760)
Net decrease in cash and cash equivalents (1,976) (1,732)
Cash and cash equivalents at beginning of period 21,026 17,151
Cash and cash equivalents at end of the period $ 19,050 15,419
The Company recorded non-cash transactions in fiscal 2012 for a $2,043
receivable on previously capitalized real estate taxes on the Anacostia
property and in fiscal 2011 from an exchange of real estate of $4,941 along
with a related deferred tax liability of $1,792 and a $2,053 permanent tax
benefit on the value of donated minerals and aggregates which was recorded
as a $342 receivable and $1,711 deferred tax.
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011
(Unaudited)
(1) Basis of Presentation. The accompanying consolidated financial
statements include the accounts of Patriot Transportation Holding,
Inc. and its subsidiaries (the "Company"). Investment in the 50%
owned Brooksville Joint Venture is accounted for under the equity
method of accounting. These statements have been prepared in
accordance with accounting principles generally accepted in the
United States of America for interim financial information and the
instructions to Form 10-Q and do not include all the information
and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements.
In the opinion of management, all adjustments (primarily
consisting of normal recurring accruals) considered necessary for a
fair statement of the results for the interim periods have been
included. Operating results for the three months ended December
31, 2011 are not necessarily indicative of the results that may be
expected for the fiscal year ending September 30, 2012. The
accompanying consolidated financial statements and the information
included under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" should be read in
conjunction with the Company's consolidated financial statements
and related notes included in the Company's Form 10-K for the year
ended September 30, 2011.
(2) Stock Split. On December 1, 2010, the board of directors
declared a 3-for-1 stock split of the Company's common stock in the
form of a stock dividend. The record date for the split was
January 3, 2011 and the new shares were issued on January 17, 2011.
The total authorized shares remained 25 million and par value of
common stock remained unchanged at $.10 per share. All share and
per share information presented has been adjusted to reflect this
stock split.
(3) Recent Accounting Pronouncements. In June 2011, accounting
guidance was issued which requires an entity to present the total
of comprehensive income, the components of net income, and the
components of other comprehensive income either in a single
continuous statement of comprehensive income or in two separate but
consecutive statements. This guidance eliminates the option to
present the components of other comprehensive income as part of the
statement of equity. This standard is effective for periods
beginning after December 15, 2011. The Company has determined that
the adoption of this standard will affect the Company's disclosures
but will not have a material effect on the Company's financial
position or results of operations.
On October 1, 2011 the Company adopted accounting guidance which
provides an option for companies to use qualitative approach to
test goodwill for impairment if certain conditions are not met.
The amendment is effective for annual and interim goodwill
impairment tests performed for fiscal years beginning after
December 15, 2011, and early adoption is permitted. The adoption
of this amended accounting guidance is not expected to have a
material effect on the Company's consolidated financial position
and results of operations.
(4) Business Segments. The Company operates in three reportable
business segments. The Company's operations are substantially in
the Southeastern and Mid-Atlantic states. The transportation
segment hauls petroleum and other liquids and dry bulk commodities
by tank trailers. The Company's real estate operations consist of
two reportable segments. The mining royalty land segment owns real
estate including construction aggregate royalty sites and parcels held
for investment. The developed property rentals segment acquires,
constructs, and leases office/warehouse buildings primarily in the
Baltimore/Northern Virginia/Washington area and holds real estate for
future development or related to its developments.
The Company's transportation and real estate groups operate
independently and have minimal shared overhead except for corporate
expenses. Corporate expenses are allocated in fixed quarterly
amounts based upon budgeted and estimated proportionate cost by
segment. Unallocated corporate expenses primarily include stock
compensation and corporate aircraft expenses.
Operating results and certain other financial data for the
Company's business segments are as follows (in thousands):
Three Months ended
December 31,___
2011 2010
Revenues:
Transportation $ 24,841 22,991
Mining royalty land 977 1,095
Developed property rentals 4,541 4,177
$ 30,359 28,263
Operating profit:
Transportation $ 1,838 2,377
Mining royalty land 848 909
Developed property rentals 1,624 1,260
Corporate expenses:
Allocated to transportation (395) (389)
Allocated to mining land (164) (153)
Allocated to developed property (245) (229)
Unallocated (292) (587)
(1,096) (1,358)
$ 3,214 3,188
Interest expense:
Mining royalty land $ 10 9
Developed property rentals ___794 _ 897
$ 804 906
Capital expenditures:
Transportation $ 4,789 1,796
Mining royalty land - -
Developed property rentals:
Capitalized interest 294 267
Internal labor 141 111
Real estate taxes (a) (1,607) 303
Other costs (b) 1,718 2,038
$ 5,335 4,515
(a)Includes $2,043 receivable on previously capitalized real estate taxes
on the Anacostia property.
(b)Net of 1031 exchange of $4,941 for the 3 months ending December 31, 2010.
Depreciation, depletion and
amortization:
Transportation $ 1,608 1,535
Mining royalty land 32 25
Developed property rentals 1,341 1,301
Other 102 347
$ 3,083 3,208
December 31, September 30,
2011 2011
Identifiable net assets
Transportation $ 41,555 39,001
Discontinued Transportation Operations 108 114
Mining royalty land 28,189 28,295
Developed property rentals 176,854 175,618
Cash items 19,050 21,026
Unallocated corporate assets 2,100 2,336
$267,856 266,390
(5) Long-Term debt. Long-term debt is summarized as follows (in
thousands):
December 31, September 30,
2011 2011
5.6% to 8.6% mortgage notes
due in installments through 2027 66,077 67,272
Less portion due within one year 4,984 4,902
$ 61,093 62,370
The Company has a $37,000,000 uncollateralized Revolving Credit
Agreement with three banks, which matures on December 13, 2013.
The Revolver bears interest at a rate of 1.00% over the selected
LIBOR, which may change quarterly based on the Company's ratio of
Consolidated Total Debt to Consolidated Total Capital, as defined.
A commitment fee of 0.15% per annum is payable quarterly on the
unused portion of the commitment. The commitment fee may also
change quarterly based upon the ratio described above. The
Revolver contains limitations on availability and restrictive
covenants including limitations on paying cash dividends. Letters
of credit in the amount of $12,082,000 were issued under the
Revolver. As of December 31, 2011, $24,918,000 was available for
borrowing and $52,853,000 of consolidated retained earnings would
be available for payment of dividends. The Company was in
compliance with all covenants as of December 31, 2011.
The fair values of the Company's mortgage notes payable were
estimated based on current rates available to the Company for debt
of the same remaining maturities. At December 31, 2011, the
carrying amount and fair value of such other long-term debt was
$66,077,000 and $69,060,000, respectively.
(6) Earnings per share. The following details the computations of
the basic and diluted earnings per common share (dollars in
thousands, except per share amounts):
THREE MONTHS
ENDED DECEMBER 31,
2011 2010
Weighted average common shares
outstanding during the period
- shares used for basic
earnings per common share 9,290 9,273
Common shares issuable under
share based payment plans
which are potentially dilutive 132 187
Common shares used for diluted
earnings per common share 9,422 9,460
Net income $ 2,124 6,395
Earnings per common share
Basic $ .23 .69
Diluted $ .23 .68
For the three months ended December 31, 2011, 172,060 shares
attributable to outstanding stock options were excluded from the
calculation of diluted earnings per share because their inclusion
would have been anti-dilutive. For the three months ended December
31 2010, 132,870 shares attributable to outstanding stock options
were excluded from the calculation of diluted earnings per common
share because their inclusion would have been anti-dilutive.
(7) Stock-Based Compensation Plans. As more fully described in
Note 7 to the Company's notes to the consolidated financial
statements in the Company's Annual Report on Form 10-K for the year
ended September 30, 2011, the Company's stock-based compensation
plan permits the grant of stock options, stock appreciation rights,
restricted stock awards, restricted stock units, and stock awards.
The number of common shares available for future issuance was
618,560 at December 31, 2011.
The Company recorded the following stock compensation expense in
its consolidated statements of income (in thousands):
Three Months ended
December 31,
2011 2010
Stock option grants $ 136 132
A summary of changes in outstanding options is presented below (in
thousands, except share and per share amounts):
Weighted Weighted Weighted
Number Average Average Average
Of Exercise Remaining Grant Date
Options Shares Price Term (yrs) Fair Value
Outstanding at
October 1, 2011 606,025 $14.96 3.5 $ 4,216
Granted 31,690 $22.25 $ 281
Exercised 28,041 $ 7.84 $ 120
Forfeited 3,000 $ 5.78 $ 10
Outstanding at
December 31, 2011 606,674 $15.72 3.8 $ 4,367
Exercisable at
December 31, 2011 512,098 $13.90 2.9 $ 3,355
Vested during
three months ended
December 31, 2011 23,274 $ 212
The aggregate intrinsic value of exercisable in-the-money options
was $4,425,000 and the aggregate intrinsic value of all outstanding
in-the-money options was $4,425,000 based on the market closing
price of $21.70 on December 30, 2011 less exercise prices. Gains
of $380,000 were realized by option holders during the three months
ended December 31, 2011. The realized tax benefit from options
exercised for the three months ended December 31, 2011 was
$145,000. Total compensation cost of options granted but not yet
vested as of December 31, 2011 was $843,000, which is expected to
be recognized over a weighted-average period of 2.3 years.
(8) Contingent liabilities. Certain of the Company's subsidiaries
are involved in litigation on a number of matters and are subject
to certain claims which arise in the normal course of business.
The Company has retained certain self-insurance risks with respect
to losses for third party liability and property damage. There is
a reasonable possibility that the Company's estimate of vehicle and
workers' compensation liability for the transportation group or
discontinued operations may be understated or overstated but the
possible range can not be estimated. The liability at any point in
time depends upon the relative ages and amounts of the individual
open claims. In the opinion of management none of these matters
are expected to have a material adverse effect on the Company's
consolidated financial condition, results of operations or cash
flows.
(9) Concentrations. The transportation segment primarily serves
customers in the industries in the Southeastern U.S. Significant
economic disruption or downturn in this geographic region or these
industries could have an adverse effect on our financial
statements.
During the first three months of fiscal 2012, the transportation
segment's ten largest customers accounted for approximately 54.0%
of the transportation segment's revenue. One of these customers
accounted for 19.9% of the transportation segment's revenue. The
loss of any one of these customers would have an adverse effect on
the Company's revenues and income. Accounts receivable from the
transportation segment's ten largest customers was $3,074,000 and
$3,115,000 at December 31, 2011 and September 30, 2011
respectively.
The mining royalty land segment has one lessee that accounted for
82.3% of the segment's revenues and $88,000 of accounts receivable.
The loss of this customer would have an adverse effect on the
segment.
The Company places its cash and cash equivalents with high credit
quality institutions. At times such amounts may exceed FDIC
limits.
(10) Fair Value Measurements. Fair value is defined as the price
that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date. The fair value hierarchy prioritizes the
inputs to valuation techniques used to measure fair value into
three broad levels. Level 1 means the use of quoted prices in
active markets for identical assets or liabilities. Level 2 means
the use of values that are derived principally from or corroborated
by observable market data. Level 3 means the use of inputs that
are unobservable and significant to the overall fair value
measurement.
As of December 31, 2011 the Company had no assets or liabilities
measured at fair value on a recurring basis or non-recurring basis.
During fiscal 2011 the corporate aircraft was placed back into
service and depreciation was recommenced. Prior to that it was
recorded at fair value based on level 2 inputs for similar assets
in the current market on a non-recurring basis as it was deemed to
be other-than-temporarily impaired. The first quarter of fiscal
2011 included $300,000 for the impairment to estimated fair value
of the corporate aircraft.
The fair value of all other financial instruments with the
exception of mortgage notes (see Note 5) approximates the carrying
value due to the short-term nature of such instruments.
(11) Discontinued operations. In August 2009 the Company sold its
flatbed trucking company, SunBelt Transport, Inc. ("SunBelt").
Under the agreement, the Buyer purchased all of SunBelt's tractors
and trailers, leased the SunBelt terminal facilities in
Jacksonville, Florida for 36 months at a rental of $5,000 per month
and leased the terminal facilities in South Pittsburgh, Tennessee
for 60 months at a rental of $5,000 per month with an option to
purchase the Tennessee facilities at the end of the lease for
payment of an additional $100,000. The South Pittsburgh lease was
recorded as a sale under bargain purchase accounting. The purchase
price received for the tractors and trailers and inventories was a
$1 million cash payment and the delivery of a Promissory Note
requiring 60 monthly payments of $130,000 each including interest
at 7%, secured by the assets of the business conveyed. As of
September 30, 2011 the note receivable has been fully paid and the
option to purchase the South Pittsburg facility was exercised by
the buyer. The Company retained all pre-closing receivables and
liabilities.
SunBelt has been accounted for as discontinued operations in
accordance with ASC Topic 205-20 Presentation of Financial
Statements - Discontinued Operations. All periods presented have
been restated accordingly.
In December 2010, a subsidiary of the Company, Florida Rock
Properties, Inc., closed a bargain sale of approximately 1,777
acres of land in Caroline County, Virginia, to the Commonwealth of
Virginia, Board of Game and Inland Fisheries. The purchase price
for the property was $5,200,000, subject to certain deductions.
The Company also donated $5,599,000 primarily for the value of
minerals and aggregates and recognized a $2,126,000 permanent tax
benefit. The $2,126,000 permanent tax benefit was recorded to
income taxes receivable for $303,000 and offset to long-term
deferred tax liabilities of $1,823,000. Actual realization of the
$1,823,000 in deferred taxes will depend on taxable income, income
tax rates, and income tax regulations over the 5 year carry forward
period. The Company's book value of the property was $276,000.
A summary of discontinued operations is as follows (in thousands):
Three months
Ended December 31,
2011 2010
Revenue $ 15 15
Operating expenses 16 14
Gain on sale before taxes - 4,665
Income before income taxes $ (1) 4,666
Provision for income taxes - 261
Income from discontinued operations $ (1) 4,927
The components of the balance sheet are as follows:
December 31, September 30,
2011 2011
Accounts receivable $ - 3
Deferred income taxes 4 4
Property and equipment, net 104 107
Assets of discontinued operations $ 108 114
Accounts payable $ 1 -
Accrued payroll and benefits 2 2
Accrued liabilities, other - 3
Insurance liabilities 30 29
Liabilities of discontinued operations $ 33 34
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview - Patriot Transportation Holding, Inc. (the Company) is a
holding company engaged in the transportation and real estate
businesses.
The Company's transportation business, Florida Rock & Tank Lines,
Inc. is engaged in hauling primarily petroleum and other liquids
and dry bulk commodities in tank trailers.
The Company's real estate operations consist of two reportable
segments. The Mining royalty land segment owns real estate
including construction aggregate royalty sites and parcels held for
investment. The Developed property rentals segment acquires,
constructs, and leases office/warehouse buildings primarily in the
Baltimore/Northern Virginia/Washington area and holds real estate
for future development or related to its developments.
Substantially all of the real estate operations are conducted
within the Southeastern and Mid-Atlantic United States.
On December 1, 2010, the board of directors declared a 3-for-1
stock split of the Company's common stock in the form of a stock
dividend. The record date for the split was January 3, 2011 and
the new shares were issued on January 17, 2011. All share and per
share information presented has been adjusted to reflect this stock
split.
The Company's operations are influenced by a number of external and
internal factors. External factors include levels of economic and
industrial activity in the United States and the Southeast, driver
availability and cost, regulations regarding driver qualifications
and hours of service, petroleum product usage in the Southeast
which is driven in part by tourism and commercial aviation, fuel
costs, construction activity, aggregates sales by lessees from the
Company's mining properties, interest rates, market conditions and
attendant prices for casualty insurance, demand for commercial
warehouse space in the Baltimore-Washington-Northern Virginia area,
and ability to obtain zoning and entitlements necessary for
property development. Internal factors include revenue mix,
capacity utilization, auto and workers' compensation accident
frequencies and severity, other operating factors, administrative
costs, group health claims experience, and construction costs of
new projects. There is a reasonable possibility that the Company's
estimate of vehicle and workers' compensation liability for the
transportation group or discontinued operations may be understated
or overstated but the possible range can not be estimated. The
liability at any point in time depends upon the relative ages and
amounts of the individual open claims. Financial results of the
Company for any individual quarter are not necessarily indicative
of results to be expected for the year.
Discontinued Operations. In August 2009 the Company sold its
flatbed trucking company, SunBelt Transport, Inc. ("SunBelt").
Under the agreement, the buyer purchased all of SunBelt's tractors
and trailers, leased the SunBelt terminal facilities in
Jacksonville, Florida for 36 months at a rental of $5,000 per month
and leased the terminal facilities in South Pittsburgh, Tennessee
for 60 months at a rental of $5,000 per month with an option to
purchase the Tennessee facilities at the end of the lease for
payment of an additional $100,000. The South Pittsburgh lease was
recorded as a sale under bargain purchase accounting. The purchase
price received for the tractors and trailers and inventories was a
$1 million cash payment and the delivery of a Promissory Note
requiring 60 monthly payments of $130,000 each including interest
at 7%, secured by the assets of the business conveyed. As of
September 30, 2011 the note receivable has been fully paid and the
option to purchase the South Pittsburg facility was exercised by
the buyer. The Company retained all pre-closing receivables and
liabilities. SunBelt has been accounted for as discontinued
operations in accordance with ASC Topic 205-20 Presentation of
Financial Statements - Discontinued Operations. All periods
presented have been restated accordingly.
In December 2010, a subsidiary of the Company, Florida Rock
Properties, Inc., closed a bargain sale of approximately 1,777
acres of land in Caroline County, Virginia, to the Commonwealth of
Virginia, Board of Game and Inland Fisheries. The purchase price
for the property was $5,200,000, subject to certain deductions.
The Company also donated $5,599,000 primarily for the value of
minerals and aggregates and recognized a $2,126,000 permanent tax
benefit. The $2,126,000 permanent tax benefit was recorded to
income taxes receivable for $303,000 and offset to long-term
deferred tax liabilities of $1,823,000. Actual realization of the
$1,823,000 in deferred taxes will depend on taxable income, income
tax rates, and income tax regulations over the 5 year carry forward
period. The Company's book value of the property was $276,000.
Caroline County has been accounted for as discontinued operations
in accordance with ASC Topic 205-20 Presentation of Financial
Statements - Discontinued Operations. All periods presented have
been restated accordingly.
Comparative Results of Operations for the Three months ended
December 31, 2011 and 2010
Consolidated Results - Net income for the first quarter of fiscal
2012 was $2,124,000 compared to $6,395,000 for the same period last
year. Diluted earnings per common share for the first quarter of
fiscal 2012 were $.23 compared to $.68 for the same quarter last
year. Income from continuing operations increased $657,000
primarily due to a gain of $1,039,000 on the receipt of non-
refundable deposits related to the termination of an agreement to
sell the Company's Windlass Run Residential property. Income from
discontinued operations favorably impacted the first quarter of
fiscal 2011 due to a book gain on the exchange of property of
$4,926,000 after tax or $.52 per diluted share. Transportation
segment results were impacted by increased health insurance claims,
vehicle repairs, tire prices and the cost of growth initiatives.
Health insurance claims and vehicle repairs were lower than usual
in the first quarter of last year. The mining royalty land
segment's results were lower due to a shift in production at two
locations reducing the share of mining on the property owned by the
Company partially offset by reduced professional fees. The
Developed property rentals segment's results were higher due to
higher occupancy and increased capitalization of property taxes
partially offset by higher maintenance costs.
Transportation Results
Three months ended December 31
(dollars in thousands) ___2011 % 2010 %_
Transportation revenue $ 20,316 82% 19,624 85%
Fuel surcharges 4,525 18% 3,367 15%
Revenues 24,841 100% 22,991 100%
Compensation and benefits 8,782 35% 8,454 37%
Fuel expenses 5,880 24% 4,746 20%
Insurance and losses 1,995 8% 1,649 7%
Depreciation expense 1,575 6% 1,506 6%
Other, net 2,764 11% 2,250 10%
Sales, general & administrative 2,007 8% 2,009 9%
Allocated corporate expenses _____395 2% ___389 2%
Cost of operations 23,398 94% 21,003 91%
Operating profit $ 1,443 6% 1,988 9%
Transportation segment revenues were $24,841,000 in the first
quarter of fiscal 2012, an increase of $1,850,000 over the same
quarter last year. Revenue miles in the current quarter were up
1.8% compared to the first quarter of fiscal 2011 due to business
growth and a longer average haul length. Fuel surcharge revenue
increased $1,158,000. Excluding fuel surcharges, revenue per mile
increased 1.7% over the same quarter last year. The average price
paid per gallon of diesel fuel increased by $.68 or 23.3% over the
same quarter in fiscal 2011.
The Transportation segment's cost of operations was $23,398,000 in
the first quarter of fiscal 2012, an increase of $2,395,000 over
the same quarter last year. The Transportation segment's cost of
operations in the first quarter of fiscal 2012 as a percentage of
revenue was 94% compared to 91% in the first quarter of 2011.
Compensation and benefits increased $328,000 or 3.9% compared to
the same quarter last year primarily due to a driver pay increase,
the increase in miles driven, and increased driver hiring. Fuel
surcharge revenue increased $1,158,000 while fuel cost increased by
$1,134,000 leaving a positive impact to operating profit of
$24,000. There is a time lag between changes in fuel prices and
surcharges and often fuel costs change more rapidly than the market
indexes used to determine fuel surcharges, particularly when the
price falls. Insurance and losses increased $346,000 compared to
the same quarter last year primarily due to lower than expected
health insurance claims in the same quarter last year.
Depreciation expense increased $69,000 due to more trucks in
service. Other expense increased $514,000 due to higher vehicle
repair costs, increased tire prices, increased miles driven, and
growth initiatives. Selling general and administrative costs
decreased $2,000 compared to the same quarter last year. Allocated
corporate expenses increased $6,000.
Mining Royalty Land Results
Three months ended December 31
(dollars in thousands) ___2011 % 2010 %_
Mining royalty land revenue $ 977 100% 1,095 100%
Property operating expenses 68 7% 124 11%
Depreciation and depletion 32 3% 25 2%
Management Company indirect 29 3% 37 4%
Allocated corporate expense 164 17% 153 14%
Cost of operations 293 30% 339 31%
Operating profit $ 684 70% 756 69%
Mining royalty land segment revenues for the first quarter of
fiscal 2012 were $977,000, a decrease of $118,000 or 10.8% over the
same quarter last year, due to a shift in production at two
locations reducing the share of mining on the property owned by the
Company.
The mining royalty land segment's cost of operations was $293,000
in the first quarter of fiscal 2012, a decrease of $46,000 over the
same quarter last year due primarily to reduced professional fees.
Developed Property Rentals Results
Three months ended December 31
(dollars in thousands) ___2011 % 2010 %_
Developed property rentals revenue $ 4,541 100% 4,177 100%
Property operating expenses 1,216 27% 1,281 31%
Depreciation and amortization 1,341 30% 1,301 31%
Management Company indirect 360 8% 335 8%
Allocated corporate expense 245 5% 229 5%
Cost of operations 3,162 70% 3,146 75%
Operating profit $ 1,379 30% 1,031 25%
Developed property rentals segment revenues for the first quarter
of fiscal 2012 were $4,541,000, an increase of $364,000 or 8.7% due
to higher occupancy. Occupancy at December 31, 2011 was 82.8% as
compared to 76.5% at December 31, 2010.
Developed property segment's cost of operations was $3,162,000 in
the first quarter of fiscal 2012, an increase of $16,000 or .5%
over the same quarter last year. Property operating expenses
decreased $65,000 due to increased capitalization of property
taxes, lower professional fees and snow removal costs partially
offset by higher maintenance costs. Depreciation and amortization
increased $40,000 primarily due to tenant improvements. Management
Company indirect expenses (excluding internal allocations for lease
related property management fees) increased $25,000. Allocated
corporate expenses increased $16,000.
Consolidated Results
Operating Profit - Consolidated operating profit was $3,214,000 in
the first quarter of fiscal 2012, an increase of $26,000 or .8%
compared to $3,188,000 in the same period last year. Operating
profit in the transportation segment decreased $545,000 or 27.4%
primarily due to increased health insurance claims, vehicle
repairs, tire prices and the cost of growth initiatives. Health
insurance claims and vehicle repairs were lower than usual in the
first quarter of last year. Operating profit in the mining royalty
land segment decreased $72,000 or 9.5% due to a shift in production
at two locations reducing the share of mining on the property owned
by the Company partially offset by reduced professional fees.
Operating profit in the Developed property rentals segment
increased $348,000 or 33.8% due to higher occupancy and increased
capitalization of property taxes partially offset by higher
maintenance costs. Consolidated operating profit includes
corporate expenses not allocated to any segment in the amount of
$292,000 in the first quarter of fiscal 2012, a decrease of
$295,000 compared to the same period last year which included an
adjustment to the fair value of the corporate aircraft of $300,000.
Gain on termination of sale contract - The current quarter includes
a gain of $1,039,000 on the receipt of non-refundable deposits
related to the termination of an agreement to sell the Company's
Windlass Run Residential property.
Interest income and other - Interest income and other decreased
$93,000 over the same quarter last year due to the prepayment of
notes receivable from the sale of SunBelt Transport.
Interest expense - Interest expense decreased $102,000 over the
same quarter last year due to declining mortgage interest expense
and higher capitalized interest.
Income taxes - Income tax expense increased $410,000 over the same
quarter last year due to higher earnings.
Income from continuing operations - Income from continuing
operations was $2,125,000 or $.23 per diluted share in the first
quarter of fiscal 2012, an increase of 44.8% compared to $1,468,000
or $.16 per diluted share for the same period last year. The
$657,000 increase was primarily due to a pretax gain of $1,039,000
on the receipt of non-refundable deposits related to the
termination of an agreement to sell the Company's Windlass Run
Residential property.
Discontinued operations - The after tax loss from discontinued
operations for the first quarter of fiscal 2012 was $1,000 versus
income of $4,927,000 for the same period last year. Diluted
earnings per share on discontinued operations for the first quarter
of fiscal 2012 was $.00 compared to $.52 in the first quarter of
fiscal 2011. 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.
Net income - Net income for the first quarter of fiscal 2012 was
$2,124,000 compared to $6,395,000 for the same period last year.
Diluted earnings per common share for the first quarter of fiscal
2012 were $.23 compared to $.68 for the same quarter last year.
Income from continuing operations increased $657,000 primarily due
to a pretax gain of $1,039,000 on the receipt of non-refundable
deposits related to the termination of an agreement to sell the
Company's Windlass Run Residential property. Income from
discontinued operations favorably impacted the first quarter of
fiscal 2011 due to a book gain on the exchange of property of
$4,926,000 after tax or $.52 per diluted share. Transportation
segment results were impacted by increased health insurance claims,
vehicle repairs, tire prices and the cost of growth initiatives.
Health insurance claims and vehicle repairs were lower than usual
in the first quarter of last year. The mining royalty land
segment's results were lower due to a shift in production at two
locations reducing the share of mining on the property owned by the
Company partially offset by reduced professional fees. The
Developed property rentals segment's results were higher due to
higher occupancy and increased capitalization of property taxes
partially offset by higher maintenance costs.
Liquidity and Capital Resources. For the first three months of
fiscal 2012 cash decreased $1,976,000. The Company used cash
provided by operating activities of continuing operations of
$5,366,000, proceeds from the sale of plant, property and equipment
of $1,069,000, proceeds from the exercise of employee stock options
of $220,000, excess tax benefits from the exercise of stock options
of $145,000, and cash balances to purchase $4,789,000 in
transportation equipment, to expend $2,589,000 in real estate
development, to invest $70,000 in the Brooksville Joint Venture, to
make $1,195,000 scheduled payments on long-term debt and to
repurchase Company stock for $137,000. Cash provided by the
operating activities of discontinued operations was $4,000.
Cash flows from operating activities for the first three months of
fiscal 2012 were $1,045,000 higher than the same period last year
primarily due to a temporary increase in payables and tax
liabilities.
Cash flows used in investing activities for the first three months
of fiscal 2012 were $2,082,000 higher reflecting the increased
purchase of transportation equipment for growth and replacement
partially offset by a pretax gain of $1,039,000 on the receipt of
non-refundable deposits related to the termination of an agreement
to sell the Company's Windlass Run Residential property.
Cash flows used in financing activities for the first three months
of fiscal 2012 were $793,000 lower than the same period last year
due to reduced repurchases of Company stock.
In August 2009 the Company sold its flatbed trucking company,
SunBelt Transport, Inc. ("SunBelt"). The purchase price received
for the tractors and trailers and inventories was a $1 million cash
payment and the delivery of a Promissory Note requiring 60 monthly
payments of $130,000 each including 7% interest, secured by the
assets of the business conveyed. As of September 30, 2011 the note
receivable has been fully paid and the option to purchase the South
Pittsburg facility was completed. The Company retained all pre-
closing receivables and liabilities. SunBelt has been accounted
for as discontinued operations. All periods presented have been
restated accordingly.
In December 2010, a subsidiary of the Company, Florida Rock
Properties, Inc., closed a bargain sale of approximately 1,777
acres of land in Caroline County, Virginia, to the Commonwealth of
Virginia, Board of Game and Inland Fisheries. The purchase price
for the property was $5,200,000, subject to certain deductions.
The Company also donated $5,599,000 primarily for the value of
minerals and aggregates and recognized a $2,126,000 permanent tax
benefit. The $2,126,000 permanent tax benefit was recorded to
income taxes receivable for $303,000 and offset to long-term
deferred tax liabilities of $1,823,000. Actual realization of the
$1,823,000 in deferred taxes will depend on taxable income, income
tax rates, and income tax regulations over the 5 year carry forward
period. The Company's book value of the property was $276,000.
The Caroline County property has been accounted for as a
discontinued operation and all periods presented have been restated
accordingly. The Company used all the proceeds in a 1031 exchange
to purchase Hollander 95 Business Park in a foreclosure sale
auction through a qualified intermediary. Hollander 95 Business
Park, in Baltimore City, Maryland, closed on October 22, 2010 by a
1031 intermediary for a purchase price totaling $5,750,000. This
property consists of an existing 82,800 square foot warehouse
building (33.8% occupied) with an additional 42 acres of partially
developed land with a development capacity of 490,000 square feet
(a mix of warehouse, office, hotel and flex buildings).
The Company has a $37,000,000 uncollateralized Revolving Credit
Agreement with three banks, which matures on December 13, 2013.
The Revolver contains limitations on availability and restrictive
covenants including limitations on paying cash dividends. Letters
of credit in the amount of $12,082,000 were issued under the
Revolver. As of December 31, 2011, $24,918,000 was available for
borrowing and $52,853,000 of consolidated retained earnings would
be available for payment of dividends. The Company was in
compliance with all covenants as of December 31, 2011.
The Company had $12,082,000 of irrevocable letters of credit
outstanding as of December 31, 2011. Most of the letters of credit
are irrevocable for a period of one year and are automatically
extended for additional one-year periods until notice of non-
renewal is received from the issuing bank not less than thirty days
before the expiration date. These were issued for insurance
retentions and to guarantee certain obligations to state agencies
related to real estate development. The Company issued replacement
letters of credit through the Revolver to reduce fees.
The Board of Directors has authorized Management to repurchase
shares of the Company's common stock from time to time as
opportunities arise. During the first three months of fiscal 2012
the Company repurchased 7,013 shares for $137,000. As of December
31, 2011, $4,093,000 was authorized for future repurchases of
common stock. The Company does not currently pay any cash
dividends on common stock.
While the Company is affected by environmental regulations, such
regulations are not expected to have a major effect on the
Company's capital expenditures or operating results.
Summary and Outlook. Transportation segment miles for this year
were 1.8% higher than last year. The Company continues to succeed
in adding drivers and customers and anticipates increasing segment
miles during fiscal 2012.
Operating profit from the leasing of developed buildings has been
unfavorably impacted by vacancy representing 10.2% of the entire
portfolio at two buildings in Delaware impacted by automobile plant
closings and the residential housing downturn and the two parks
that each have only one building completed. Overall occupancy has
increased from 79.8% to 82.8% (both periods including 104,226
square feet or 3.6% for temporary storage under a less than full
market lease rate) over last fiscal year end as the market for new
tenants appears to have improved and traffic for vacant space has
increased. The Company is not presently engaged in the
construction of any new buildings.
Windlass Run Residential (previously Bird River), located in
southeastern Baltimore County, Maryland, is a 121 acre tract of
land adjacent to and west of our Windlass Run Business Park. The
property was rezoned in September 2007 to allow for additional
density and plans are being pursued to obtain an appropriate
product mix. In July 2008, the Company entered into an agreement
to sell the property at a purchase price of $25,075,000 and closing
was scheduled to occur in the first quarter of calendar 2012. The
purchaser had placed non-refundable deposits of $1,000,000 under
this contract in escrow. Preliminary approval for the development
as originally contemplated was previously received and the time for
any appeals from that approval has expired. In October 2011 the
purchaser terminated its agreement to purchase the property and
released the $1,000,000 escrow deposit to the company's subsidiary,
FRP Bird River, LLC. along with all permits, engineering work,
plans and other development work product with regards to the
property. The Company intends to continue to complete the
entitlement process for this parcel of land for residential
development and will market it appropriately as the demand for
residential property in this area improves in the future.
In July 2011 the Company executed a Letter of Intent with
MidAtlantic Realty Partners, LLC. ("MRP") for the formation of a
joint venture to develop the first phase of the four-phase Master
Development known as RiverFront on the Anacostia in Washington,
D.C. adjacent to the Washington Nationals baseball stadium. On
December 1, 2011 the parties submitted to the District of Columbia
authorities a modification to the existing approved plan for the
Master Development to change phase I from an office building to
nearly 300,000 square foot residential apartment building including
some retail. This scenario contemplates the parties will enter
into a formal joint venture agreement wherein the Company will
contribute the land comprising phase I to the joint venture in
return for a fifty percent (50%) interest in the venture. MRP will
contribute $4,500,000 equity capital and prior to construction the
venture will raise approximately $9,000,000 in additional equity
capital and obtain a nonrecourse loan for the balance of the
estimated construction and lease up costs. This plan contemplates
commencement of construction in the spring of 2013 with lease up
scheduled between February 2015 and August of 2016. The Letter of
Intent contemplates additional incentive promotional returns to MRP
but only after FRP and MRP have received a stipulated cumulative
return on their contributed capital. The Letter of Intent
contemplates no commitments or obligations between the parties with
respect to Phases II, III and IV of the Master Development Plan.
Negotiations are ongoing with MRP with regard to the final
governing documents for the joint venture project.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS
The Company is exposed to market risk from changes in interest
rates. For its cash and cash equivalents, a change in interest
rates affects the amount of interest income that can be earned.
For its debt instruments with variable interest rates, changes in
interest rates affect the amount of interest expense incurred. The
Company prepared a sensitivity analysis of its cash and cash
equivalents to determine the impact of hypothetical changes in
interest rates on the Company's results of operations and cash
flows. The interest-rate analysis assumed a 50 basis point adverse
change in interest rates on all cash and cash equivalents.
However, the interest-rate analysis did not consider the effects of
the reduced level of economic activity that could exist in such an
environment. Based on this analysis, management has concluded that
a 50 basis point adverse move in interest rates on the Company's
cash and cash equivalents would have an immaterial impact on the
Company's results of operations and cash flows.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Company's reports under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules
and forms, and that such information is accumulated and
communicated to management, including the Company's Chief Executive
Officer ("CEO"), Chief Financial Officer ("CFO"), and Chief
Accounting Officer ("CAO"), as appropriate, to allow timely
decisions regarding required disclosure.
The Company also maintains a system of internal accounting controls
over financial reporting that are designed to provide reasonable
assurance to the Company's management and Board of Directors
regarding the preparation and fair presentation of published
financial statements.
All control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving the
desired control objectives.
As of December 31, 2011, the Company, under the supervision and
with the participation of the Company's management, including the
CEO, CFO and CAO, carried out an evaluation of the effectiveness of
the design and operation of the Company's disclosure controls and
procedures. Based on this evaluation, the Company's CEO, CFO and
CAO concluded that the Company's disclosure controls and procedures
are effective in alerting them in a timely manner to material
information required to be included in periodic SEC filings.
There have been no changes in the Company's internal controls over
financial reporting during the first three months that have
materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1A. RISK FACTORS
In addition to the other information set forth in this report,
you should carefully consider the factors discussed in Part I,
"Item 1A. Risk Factors" in our Annual Report on Form 10-K for the
year ended September 30, 2011, which could materially affect our
business, financial condition or future results. The risks
described in our Annual Report on Form 10-K are not the only
risks facing our Company. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial
also may materially adversely affect our business, financial
condition and/or operating results.
Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
(c)
Total
Number of
Shares (d)
Purchased Approximate
(a) As Part of Dollar Value of
Total (b) Publicly Shares that May
Number of Average Announced Yet Be Purchased
Shares Price Paid Plans or Under the Plans
Period Purchased per Share Programs or Programs (1)
October 1
through
October 31 1,200 $ 19.33 0 $ 4,207,000
November 1
through
November 30 3,213 $ 19.62 0 $ 4,144,000
December 1
through
December 31 2,600 $ 19.60 0 $ 4,093,000
Total 7,013 $ 19.56 0
(1) On February 19, 2008, the Board of Directors authorized
management to expend up to an additional $5,000,000 to repurchase
shares of the Company's common stock from time to time as
opportunities arise. As of December 31, 2011, $4,093,000 was
authorized for future repurchases of common stock.
Item 6. EXHIBITS
(a) Exhibits. The response to this item is submitted as a
separate Section entitled "Exhibit Index", on page 29.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
February 1, 2012 PATRIOT TRANSPORTATION HOLDING, INC.
Thompson S. Baker II
Thompson S. Baker II
President and Chief Executive
Officer
John D. Milton, Jr.
John D. Milton
Executive Vice President, Treasurer,
Secretary and Chief
Financial Officer
John D. Klopfenstein
John D. Klopfenstein
Controller and Chief
Accounting Officer
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2011
EXHIBIT INDEX
(14) Financial Code of Ethical Conduct between the Company,
Chief Executive Officers and Financial Managers, as
revised on January 28, 2004, which is available on the
Company's website at www.patriottrans.com.
(31)(a) Certification of Thompson S. Baker II.
(31)(b) Certification of John D. Milton, Jr.
(31)(c) Certification of John D. Klopfenstein.
(32) Certification of Chief Executive Officer, Chief
Financial Officer, and Chief Accounting Officer under
Section 906 of the Sarbanes-Oxley Act of 2002.