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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2001
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.)
1801 Art Museum Drive, Jacksonville, Florida 32207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 904/396-5733
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.10 par value
(Title of class)
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K. [ ]
At December 3, 2001 aggregate market value of the shares of Common
Stock held by non-affiliates of the registrant was $31,277,898. At
such date there were 3,140,066 shares of the registrant's stock
outstanding.
Documents Incorporated by Reference
Portions of the Patriot Transportation Holding, Inc. 2001 Annual
Report to Stockholders are incorporated by reference in Parts I and
II.
Portions of the Patriot Transportation Holding, Inc. Proxy Statement
dated December 28, 2001 are incorporated by reference in Part III.
PART I
Item 1. BUSINESS.
Patriot Transportation Holding, Inc., which was incorporated in
Florida in 1988, and its subsidiaries (the "Company") are engaged
in the transportation and real estate businesses. The Company's
transportation business is now conducted through two wholly owned
subsidiaries. Florida Rock & Tank Lines, Inc.("Tank Lines"),and
SunBelt Transport, Inc. ("SunBelt"). Tank Lines is a Southeastern
transportation company concentrating in the hauling by motor
carrier of liquid and dry bulk commodities. SunBelt serves the
flatbed portion of the trucking industry in the Southeast, Midwest
and Mid-Atlantic states, hauling primarily construction materials.
On August 10, 2001 the Company announced it was discontinuing the
operation of its third-party agent/owner-operator subsidiary,
Patriot Transportation, Inc.("Patriot"). Patriot hauled a variety
of cargo, throughout the United States, through independent
contractors until it ceased operations in September 2001.
The Company's real estate activities are conducted through several
wholly owned subsidiaries. Florida Rock Properties, Inc.
("Properties") owns real estate of which a substantial portion is
under mining royalty agreements or leased to Florida Rock
Industries, Inc. ("FRI"), a related party. FRI accounted for
approximately 8.8% of the Company's consolidated revenues for
fiscal 2001. Properties also holds certain other real estate for
investment. Other wholly owned subsidiaries of the Company own and
are developing certain industrial rental properties near Baltimore,
Maryland and Jacksonville, Florida. Substantially all of the real
estate operations are conducted within the Southeastern and Mid-
Atlantic United States.
The Company has two business segments: transportation and real
estate. Industry segment information is presented in Notes 2 and
10 to the consolidated financial statements included in the
accompanying 2001 Annual Report to Stockholders and is
incorporated herein by reference.
In August 2000, the Board of Directors approved a resolution
delaying the previously approved reorganization to a date beyond
July 1, 2001, which would have resulted in a spin-off to
shareholders of the real estate operations. As of September 30,
2001, the reorganization has been delayed indefinitely.
Revenues from royalties and from a portion of the trucking
operations are subject to factors affecting the level of general
construction activity. A decrease in the level of general
construction activity in any of the Company's market areas may
have an adverse effect on such revenues and income derived
therefrom.
Transportation. Tank Lines is engaged in hauling liquid and dry
bulk commodities in tank trucks. SunBelt is engaged in hauling
primarily building and construction materials on flatbed
trailers. Before closing its operations in September 2001,
Patriot was engaged in the hauling of a variety of cargo through
independent agents and owner-operators. Information as to the
transportation segment's revenue by principal markets is
presented on page 5 of the accompanying 2001 Annual Report to
Stockholders under the caption, "Management Analysis" and is
incorporated herein by reference.
Tank Lines' owned and leased tank truck fleet hauls liquid and
dry bulk commodities, including petroleum and chemicals. It
operates from terminals in Jacksonville, Orlando, Panama City,
Pensacola, Port Everglades, Tampa and White Springs, Florida;
Albany, Atlanta, Augusta, Bainbridge, Columbus, Dalton, Macon and
Savannah, Georgia; Knoxville, Tennessee; and Birmingham, Alabama.
The Company has from two to six major tank truck competitors in
each of its markets.
SunBelt's owned and leased flatbed fleet is based in Jacksonville
and Tampa, Florida; Atlanta and Savannah, Georgia; Salisbury,
North Carolina; and South Pittsburg, Tennessee and hauls
primarily building and construction materials in Southeastern,
Midwestern and Mid-Atlantic states. There are ten major
competitors in the Company's market area and numerous small
competitors in the various states served.
Patriot began operations in December 1999 and ceased operations in
September 2001. Patriot was a non-asset based variable cost
transportation company that provided transportation services to
shippers through a network of independent sales agents and
contractors. Patriot's business was such that a significant
portion of its operating costs varied directly with revenue.
Independent sales agents and contractors were compensated based on
a percentage of revenue generated by them. Patriot hauled a
variety of cargo including metal products, building materials, dry
freight and machinery and equipment throughout the United States.
Trailers were hauled exclusively by tractors belonging to the
independent contractors and fleet owners. The Company attributed
the decision to close Patriot to declining operating margins from
the continuing high administrative costs to support this start up
business, sharply higher liability insurance costs and an adverse
economic climate. Additional information is presented in Note 3
to the consolidated financial statements included in the
accompanying 2001 Annual Report to Stockholders and is
incorporated herein by reference.
At September 30, 2001, the Company was not committed to purchase
additional tractors or trailers but expects to continue its
routine fleet replacement and modernization program during 2002.
Price, service, and location are the major factors which affect
competition within a given market.
During fiscal 2001 the continuing transportation segment's ten
largest customers accounted for approximately 44.5% of
transportation's revenue excluding Patriot. The loss of any one
of these customers could have an adverse effect on the Company's
revenues and income.
The Company hauls construction aggregates, diesel fuel and
supplies for FRI. Revenues from services provided to FRI
accounted for 1.2% of transportation revenues excluding Patriot.
Real Estate. The Company's real estate and property development
activities are conducted through several wholly owned
subsidiaries.
The Company owns real estate in Florida, Georgia, Virginia,
Maryland, and Washington, D.C. The real estate owned falls
generally into one of three categories. The first is
construction aggregates properties with stone or sand and gravel
deposits, of which substantially all is leased to FRI under
mining royalty agreements. The Company is paid a percentage of
the revenues generated by the material mined and sold, or minimum
royalties where there is no current, or only limited, mining
activity. The second is land and/or buildings leased under
rental agreements or being developed for rental. The third is
land that is being held for future appreciation or development.
Additional information about the Company's real estate segment is
contained on page 1 under the captions "Real Estate Group" and in
Notes 2 and 10 to the consolidated financial statements included
in the accompanying 2001 Annual Report to Stockholders and is
incorporated herein by reference.
The Company's real estate strategy of developing high quality,
flexible warehouse/office space continues to be successful as 94%
of the warehouse/office portfolio of approximately 1.3 million
square feet was leased at September 30, 2001.
Price, location, rental space availability, structural design,
property management services and flexibility are the major
factors that affect competition in the warehouse rental market.
The Company experiences considerable competition in all of its
markets.
In fiscal 2001, real estate revenues, excluding the sale of real
estate, were divided approximately 38.6% from mining and minimum
royalties and 61.4% from rentals. FRI accounted for
approximately 50.6% of such revenue.
Environmental Matters. 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. Additional information concerning
environmental matters is presented in Note 12 to the consolidated
financial statements included in the accompanying 2001 Annual
Report to Stockholders and in Item 3 "Legal Proceedings" of this
Form 10-K, and such information is incorporated herein by
reference.
Employees. The Company employed approximately 835 people in its
transportation group, 15 of whom were subsequently terminated due
to the shut down of Patriot, 11 people in its real estate group,
and 4 people in its corporate offices at September 30, 2001.
EXECUTIVE OFFICERS OF THE COMPANY
Name Age Office Position Since
Edward L. Baker 66 Chairman of the Board May 3, 1989
John E. Anderson 56 President & Chief Feb. 17, 1989
Executive Officer
David H.
DeVilliers, Jr. 50 Vice President Feb. 28, 1994
Ray M.Van Landingham 58 Vice President, Finance Dec. 6, 2000
and Administration
and Chief Financial
Officer
Ish Copley 68 President of SunBelt Aug. 19, 1992
Transport, Inc.
John R. Mabbett III 42 President of Florida Jan. 1, 1993
Rock & Tank Lines, Inc.
All of the above officers have been employed in their respective
positions for the past five years, except Ray Van Landingham who
was Vice President, Finance and Administration of the
Jacksonville Port Authority from December 1991 to November 2000.
John D. Baker II, who is the brother of Edward L. Baker, and
Thompson S. Baker II, who is the son of Edward L. Baker, are on
the Board of Directors of the Company.
All executive officers of the Company are elected by the Board of
Directors.
Item 2. PROPERTIES.
The Company's principal properties are located in Florida,
Georgia, Virginia, Washington, D.C., and Maryland.
Transportation Properties. At September 30, 2001, the Company
operated and owned a fleet of 524 trucks, two of which were
leased, and owned a fleet of 738 trailers. The Company has 19
sites for its trucking terminals in Florida, Georgia, Alabama and
Tennessee totaling approximately 90 acres. Of these acres, the
Company owned approximately 79 and leased approximately 11.
Construction Aggregates Properties. The following table
summarizes the Company's principal construction aggregates
locations and estimated reserves at September 30, 2001,
substantially all of which are leased to FRI.
Tons of
Tons Mined Estimated
in Year Reserves
Ended at
9/30/01 9/30/01 Approximate
(000's) (000's) Acres Owned
The Company owns sixteen
locations currently being
mined in Brooksville,
Miami, Grandin, Gulf
Hammock, Keuka, Newberry
Lake Wales and in Marion and
Lake Counties, Florida;
Columbus, Macon, Forest Park
and Tyrone, Georgia; St.
Mary's County, Maryland;
and Manassas, Virginia. 13,423 489,310 18,785
The Company owns two locations
being leased but not currently
being mined, in Ft. Myers,
and Grandin, Florida. -0- 124,000 1,993
Development Properties. The Company owns approximately 120 acres
of land in Virginia and Washington, D.C. and an office building
and approximately 6 acres in Florida which are leased to FRI.
The Company owns eight parcels of land near Baltimore, Maryland
as follows:
The first contains approximately 11 acres with a commercial
warehouse and office space (162,796 square feet), which at
November 1, 2001 was 81% leased.
The second contains approximately 17 acres with 195,615 square
feet of commercial warehouse and office space of which at
November 1, 2001 was 100% leased.
The third contains approximately 10 acres with 189,212 square
feet of commercial/warehouse space that was 100% leased at
November 1, 2001.
The fourth contains 8.5 acres with an office building (29,437
square feet) which is 6% occupied by the Company with the balance
100% leased, including 25% leased to FRI.
The fifth site contains 5.285 acres with 83,100 square feet of
warehouse space that was 100% leased at November 1, 2001.
The sixth site contains 5.849 acres with 84,600 square feet of
warehouse space that was 100% leased at November 1, 2001.
The seventh site is a 134 acre tract of land in Harford County,
Maryland. The site is being used for the development of the
Lakeside Business Park. A 5.2 acre section has been developed
with 110,875 square feet of commercial warehouse space that was
100% leased on November 1, 2001. Two sections of 4.25 acres each
have been developed with 132,484 square feet of commercial
warehouse space that was 100% leased at November 1, 2001. A 6.11
acre section has been developed with 96,800 square feet of
warehouse space that was 100% leased at November 1, 2001. An
8.28 acre site has been developed with 95,200 square feet of
commercial warehouse that was 50% leased at November 1, 2001. A
13.91 acre site has been developed with 99,100 square feet of
commercial warehouse space that is 100% leased at November 1,
2001. A 9.95 acre site is being developed with 130,200 square
feet of commercial warehouse space, under construction at
September 30, 2001 that is 67% pre-leased. Approximately 31
acres remain available for development and are capable of
supporting 485,000 square feet of new development.
The eighth site is a 59 acre tract in Anne Arundel County,
Maryland near the Baltimore-Washington International Airport.
The project, Hillside Business Park, will provide the Company an
opportunity to develop 575,000 square feet of warehouse/office
space. Grading and infrastructure work on the site began in the
spring of 2000, and construction of the first building is
anticipated to commence during the spring of 2002.
Other Properties. In addition to the development, mining and
rental sites, the Company owns approximately 8,439 acres of
investment and other real estate, of which approximately 6,326
acres are in Suwannee County and Columbia County, Florida and are
leased to FRI.
The Company continues permitting and preliminary horizontal
development work for a 50-acre, rail-served site on Commonwealth
Avenue in Jacksonville, Florida near the western beltway of
Interstate-295. This site is planned for roughly 500,000 square
feet of eventual build-out.
The Company owns a 5.8 acre site on the banks of the Anacostia
River in the Washington DC area which was rezoned in November
1999 from industrial to Planned Unit Development (PUD). The
zoning allows the development of a 1.5 million square foot
commercial office component together with associated waterfront
enhancements. An application has been filed for a two-year
extension of the original PUD zoning.
At September 30, 2001 certain property, plant and equipment
having a carrying value of $31,925,000 was pledged on certain
notes and contracts with an outstanding principal balance
totaling $27,074,000.
In addition, certain properties having a carrying value at
September 30, 2001 of $1,080,000 were encumbered by industrial
revenue bonds that are the liability of FRI. FRI has agreed to
pay such debt when due (or sooner if FRI cancels its lease of
such property), and further has agreed to indemnify and hold
harmless the Company.
Item 3. LEGAL PROCEEDINGS.
Note 12 to the Consolidated Financial Statements included in the
accompanying 2001 Annual Report to Stockholders is incorporated
herein by reference.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No reportable events.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
There were approximately 788 holders of record of Patriot
Transportation Holding, Inc. common stock, $.10 par value, as of
December 3, 2001. The Company's common stock is traded on the
Nasdaq Stock Market (Symbol PATR). Information concerning stock
prices is included under the caption "Quarterly Results" on page
4 of the Company's 2001 Annual Report to Stockholders, and such
information is incorporated herein by reference. The Company has
not paid a cash dividend in the past and it is the present policy
of the Board of Directors not to pay cash dividends. Information
concerning restrictions on the payment of cash dividends is
included in Note 4 to the consolidated financial statements
included in the accompanying 2001 Annual Report to Stockholders
and such information is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA.
Information required in response to this Item 6 is included under
the caption "Five Year Summary" on page 4 of the Company's 2001
Annual Report to Stockholders and such information is
incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Information required in response to this Item 7 is included under
the caption "Management Analysis" on pages 5 and 6; under the
caption "Capital Expenditures" on page 1; and in Notes 1 through
13 to the consolidated financial statements included in the
accompanying 2001 Annual Report to Stockholders and in Item 3
"Legal Proceedings" of this Form 10-K. Such information is
incorporated herein by reference.
Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
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 changes in interest rates affect the
amount of interest expense incurred.
The following table provides information about the Company's
financial instruments that are sensitive to changes in interest
rates:
Interest rate sensitivity
2002 2003 2004 2005 2006 Thereafter Total Fair Value
Liabilities:
Bank lines of credit $ 7,800 7,800 7,800
Weighted average
interest rate 4.2%
Long-term debt at
fixed rates $ 977 1,058 1,146 1,177 1,276 21,440 27,074 27,823
Weighted average
interest rate 7.8% 7.8 7.8 7.8 7.8 7.8
Bank revolving credit at
variable interest $21,000 21,000 21,000
rate
Weighted average
Interest rate 4.6%
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required in response to this Item 8 is included under
the caption "Quarterly Results" on page 4 and on pages 7 through
15 of the Company's 2001 Annual Report to Stockholders. Such
information is incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
No reportable events.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding the executive officers of the Company is
set forth under the caption "Executive Officers of the Company"
in Part I of this Form 10-K.
Information concerning directors, required in response to this
Item 10, is included under the captions "Election of Directors"
and "Section 16(a) Beneficial Ownership Reporting Compliance" in
the Company's Proxy Statement dated December 28, 2001; and such
information is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION.
Information required in response to this Item 11 is included
under the captions "Executive Compensation," "Compensation
Committee Report," "Compensation Committee Interlocks and Insider
Participation," and "Shareholder Return Performance" in the
Company's Proxy Statement dated December 28, 2001; and such
information is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Information required in response to this Item 12 is included
under the captions "Common Stock Ownership of Certain Beneficial
Owners" and "Common Stock Ownership by Directors and Officers" in
the Company's Proxy Statement dated December 28, 2001; and such
information is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required in response to this Item 13 is included
under the captions "Compensation Committee Interlocks and Insider
Participation" and "Certain Relationships and Related
Transactions" in the Company's Proxy Statement dated December 28,
2001 and such information is incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) (1)and(2) Financial Statements and Financial Statement
Schedules.
The response to this item is submitted as a separate
section. See Index to Financial Statements and
Financial Statement Schedules on page 18 of this
Form 10-K.
(3)Exhibits.
The response to this item is submitted as a separate
section. See Exhibit Index on pages 14 through 17
of this Form 10-K.
(b) Reports on Form 8-K.
During the three months ended September 30, 2001, a
report on Form 8-K dated August 10, 2001 reporting
under Item 5 the discontinuance of the operations of
its third party agent/owner operator subsidiary,
Patriot Transportation, Inc., was filed by the Company.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Patriot Transportation Holding, Inc.
Date: December 21, 2001 By JOHN E. ANDERSON
John E. Anderson
President and Chief Executive
Officer
By RAY M. VAN LANDINGHAM
Ray M. Van Landingham
Vice President, Finance &
Administration and Chief Financial
Officer (Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on December 5, 2000.
JOHN E. ANDERSON DAVID H. deVILLIERS, Jr.
John E. Anderson David H. deVilliers, Jr.
Director, President, and Chief Director
Executive Officer
(Principal Executive and Accounting LUKE E. FICHTHORN III
Officer) Luke E. Fichthorn III
Director
RAY M. VAN LANDINGHAM____________ FRANCIS X. KNOTT
Ray M. Van Landingham Francis X. Knott
Vice President, Finance and Director
Administration
(Principal Financial and ROBERT H. PAUL III
Accounting Officers) Robert H. Paul
Director
EDWARD L. BAKER MARTIN E. STEIN, Jr.
Edward L. Baker Martin E. Stein
Director Director
JOHN D. BAKER II JAMES H. WINSTON
John D. Baker II James H. Winston
Director Director
THOMPSON S. BAKER II
Thompson S. Baker II
Director
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
EXHIBIT INDEX
[Item 14(a)(3)]
(3)(a)(1) Articles of Incorporation of Patriot
Transportation Holding, Inc., incorporated
by reference to the corresponding exhibit
filed with Form S-4 dated December 13,
1988.
File No. 33-26115
(3)(a)(2) Amendment to the Articles of Incorporation
of Patriot Transportation Holding, Inc.
filed with the Secretary of State of
Florida on February 19, 1991 incorporated
by reference to the corresponding exhibit
filed with Form 10-K for the fiscal year
ended September 30, 1993.
File No. 33-26115
(3)(a)(3) Amendments to the Articles of
Incorporation of Patriot Transportation
Holding, Inc. filed with the Secretary of
State of Florida on February 7, 1995,
incorporated by reference to an appendix
to the Company's Proxy Statement dated
December 15, 1994.
(3)(a)(4) Amendment to the Articles of
Incorporation, filed with the Florida
Secretary of State on May 6, 1999
incorporated by reference to a form of
such amendment filed as Exhibit 4 to the
Company's Form 8-K dated May 5, 1999.
File No. 33-26115
(3)(a)(5) Amendment to the Articles of Incorporation
of Patriot Transportation Holding, Inc.
filed with the Secretary of State of
Florida on February 21, 2000, incorporated
by reference to the corresponding exhibit
filed with Form 10-Q for the quarter ended
March 31, 2000.
File No. 33-26115
(3)(b)(1) Restated Bylaws of Patriot Transportation
Holding, Inc. adopted December 1, 1993,
incorporated by reference to the
corresponding exhibit filed with Form 10-K
for the fiscal year ended September 30,
1993. File No. 33-26115
(3)(b)(2) Amendment to the Bylaws of Patriot
Transportation Holding, Inc. adopted
August 3, 1994, incorporated by reference
to the corresponding exhibit filed with
Form 10-K for the fiscal year ended
September 30, 1994.
File No. 33-26115
(4)(a) Articles III, VII and XII of the Articles
of Incorporation of Patriot Transportation
Holding, Inc, incorporated by reference to
an exhibit filed with Form S-4 dated
December 13, 1998. And amended Article
III, incorporated by reference to an
exhibit filed with Form 10-K for the
fiscal year ended September 30, 1993. And
Articles XIII and XIV, incorporated by
reference to an appendix filed with the
Company's Proxy Statement dated December
15, 1994. File No. 33-26115
(4)(b) Specimen stock certificate of Patriot
Transportation Holding, Inc, incorporated
by reference to an exhibit filed with
Form S-4 dated December 13, 1988.
File No. 33-26-115
(4)(c) Credit Agreement dated as of November 15,
1995 among Patriot Transportation Holding,
Inc.; SunTrust Bank, Central Florida,
National Association; Bank of America
Illinois; Barnett Bank of Jacksonville,
N.A.; and First Union National Bank of
Florida, incorporated by reference to an
exhibit filed with Form 10-Q for the
quarter ended December 31, 1995.
File No. 33-26115
(4)(c)(1) First Amendment dated as of September 30,
1998 to the Credit Agreement dated as of
November 15, 1995, incorporated by
reference to an exhibit filed with Form
10K for the year ended September 30, 1998.
(4)(c)(2) Second Amendment dated as of October 31,
2000 to the Credit Agreement dated as of
November 15, 1995,incorporated by
reference to an exhibit filed with Form
10-Q for the quarter ended December 31,
2000. File No. 333-26115.
(4)(d) The Company and its consolidated
subsidiaries have other long-term debt
agreements which do not exceed 10% of the
total consolidated assets of the Company
and its subsidiaries, and the Company
agrees to furnish copies of such
agreements and constituent documents to
the Commission upon request.
(4)(e) Rights Agreement, dated as May 5, 1999
between the Company and First Union
National Bank, incorporated by reference
to Exhibit 4 to the Company's Form 8-K
dated May 5, 1999. File No. 33-26115.
(10)(a) Various lease backs and mining royalty
agreements with Florida Rock Industries,
Inc., none of which are presently believed
to be material individually, except for
the Mining Lease Agreement dated September
1, 1986, between Florida Rock Industries
Inc. and Florida Rock Properties, Inc.,
successor by merger to Grandin Land, Inc.
(see Exhibit (10)(c)), but all of which
may be material in the aggregate,
incorporated by reference to an exhibit
filed with Form S-4 dated December 13,
1988. File No. 33-26115.
(10)(b) License Agreement, dated June 30, 1986,
from Florida Rock Industries, Inc. to
Florida Rock & Tank Lines, Inc. to use
"Florida Rock" in corporate names,
incorporated by reference to an exhibit
filed with Form S-4 dated December 13,
1988. File No. 33-26115.
(10)(c) Mining Lease Agreement, dated September 1,
1986, between Florida Rock Industries,
Inc. and Florida Rock Properties, Inc.,
successor by merger to Grandin Land, Inc.
incorporated by reference to an exhibit
previously filed with Form S-4 dated
December 13, 1988. File No. 33-26115.
(10)(d) Summary of Medical Reimbursement Plan of
Patriot Transportation Holding, Inc.,
incorporated by reference to an exhibit
filed with Form 10-K for the fiscal year
ended September 30, 1993. File No. 33-
26115.
(10)(e) Split Dollar Agreement dated October 3,
1984, between Edward L. Baker and Florida
Rock Industries, Inc. and assignment of
such agreement, dated January 31, 1986
from Florida Rock Industries, Inc. to
Florida Rock & Tank Lines, Inc.,
incorporated by reference to an exhibit
filed with Form S-4 dated December 13,
1988. File No. 33-26115.
(10)(f) Summary of Management Incentive
Compensation Plans, incorporated by
reference to an exhibit filed with Form
10-K for the fiscal year ended September
30, 1994. File No. 33-26115.
(10)(g) Management Security Agreements between the
Company and certain officers,
incorporated by reference to a form of
agreement previously filed (as Exhibit
(10)(I)) with Form S-4 dated December 13,
1988. File No. 33-26115.
(10)(h)(1) Patriot Transportation Holding, Inc. 1989
Employee Stock Option Plan, incorporated
by reference to an exhibit filed with Form
S-4 dated December 13, 1988. File No. 33-
26115
(10)(h)(2) Patriot Transportation Holding, Inc. 1995
Stock Option Plan, incorporated by
reference to an appendix to the Company's
Proxy Statement dated December 15,
1994.
(10)(h)(3) Patriot Transportation Holding, Inc. 2000
Stock Option Plan, incorporated by
reference to an appendix to the Company's
Proxy Statement dated December 15, 1999.
File No. 33-26115.
(11) Computation of Earnings Per Common Share.
(13) The Company's 2001 Annual Report to
stockholders, portions of which are
incorporated by reference in this Form
10-K. Those portions of the 2001 Annual
Report to Stockholders which are not
incorporated by reference shall not be
deemed to be filed as part of this Form
10-K.
(22) Subsidiaries of Registrant at September
30, 2001: Florida Rock & Tank Lines, Inc.
(a Florida corporation) Florida Rock
Properties, Inc. (a Florida corporation)
FRP Development Corp. (a Maryland
corporation) FRP Maryland, Inc. (a
Maryland corporation) 34 Loveton Center
LLC (a Maryland limited liability company)
FRTL, Inc. (a Florida corporation)SunBelt
Transport, Inc. (a Florida Corporation)Oz
LLC(a Maryland limited liability company)
FRP Delaware, Inc. (a Delaware
corporation) 1502 Quarry, LLC(a Maryland
limited liability company) FRP Lakeside
LLC #1 (a Maryland limited company) FRP
Lakeside LLC #2 (a Maryland limited
liability company), FRP Lakeside LLC #3 (a
Maryland limited liability company), FRP
Lakeside LLC #4 (a Maryland limited
liability company), FRP Lakeside LLC #5 (a
Maryland limited liability company), FRP
Hillside LLC (a Maryland limited liability
company) FRP Windsor LLC (a Maryland
limited liability company), FRP Dorsey LLC
(a Maryland limited liability company)
Patriot Transportation, Inc.(a Florida
corporation)
(23)(a) Consent of Deloitte & Touche LLP,
Independent Certified Public Accountants,
appears on page 19 of this Form 10-K.
PATRIOT TRANSPORTATION HOLDING, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a) (1) and 2))
Page
Consolidated Financial Statements:
Consolidated balance sheets at September 30, 2001
and 2000 8(a)
For the years ended September 30, 2001, 2000 and 1999:
Consolidated statements of income 7(a)
Consolidated statements of stockholders' equity 10(a)
Consolidated statements of cash flows 9(a)
Notes to consolidated financial statements 11-15(a)
Independent Auditors' Report 16(a)
Selected quarterly financial data (unaudited) 4(a)
Consent of Independent Certified Public Accountants 19(b)
Independent Auditors' Report 20(b)
Consolidated Financial Statement Schedules:
II - Valuation and qualifying accounts 21(b)
III - Real estate and accumulated depreciation and
Depletion 22-23(b)
(a) Refers to the page number in the Company's 2001
Annual Report to Stockholders. Such
information is incorporated by reference in
Item 8 of this Form 10-K.
(b) Refers to the page number in this Form 10-K.
All other schedules have been omitted, as they are not required
under the related instructions, are inapplicable, or because the
information required is included in the consolidated financial
statements.
Independent Auditors' Consent Exhibit 23(a)
We consent to the incorporation by reference in Registration
Statement Nos. 33-43215, 33-18878 and 33-55132 of Patriot
Transportation Holding, Inc. on Forms S-8 of our report dated
December 10, 2001, appearing in this Annual Report on Form 10-K of
Patriot Transportation Holding, Inc. for the year ended September
30, 2001.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
December 21, 2001
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Patriot Transportation Holding, Inc.
Jacksonville, Florida
We have audited the consolidated financial statements of Patriot
Transportation Holding, Inc. and subsidiaries ("Patriot") as of
September 30, 2001 and 2000, and for each of the three years in the
period ended September 30, 2001, and have issued our report thereon
dated December 10, 2001; such consolidated financial statements and
report are included in your 2001 Annual Report to Stockholders and
are incorporated herein by reference. Our audits also included the
financial statement schedules of Patriot, listed in Item 14. These
financial statement schedules are the responsibility of Patriot's
management. Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statement schedules,
when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material respects
the information set forth therein.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Jacksonville, Florida
December 10, 2001
PATRIOT TRANSPORTATION HOLDING, INC.
SCHEDULE II (CONSOLIDATED) - VALUATION
AND QUALIFYING ACCOUNTS
YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999
ADDITIONS ADDITIONS
BALANCE CHARGED TO CHARGED TO BALANCE
AT BEGIN. COST AND OTHER AT END
OF YEAR EXPENSES ACCOUNTS DEDUCTIONS OF YEAR
Year Ended
September 30, 2001:
Allowance for
Doubtful accounts $ 868,541 $1,177,379 $ - $ 885,869(a)$ 1,160,051
Accrued risk
insurance $5,397,442 $6,221,228 - $5,586,319(b)$ 6,032,351
Accrued health
Insurance 989,608 2,517,708 - 2,429,164(b) 1,078,152
Totals -
insurance $6,387,050 $8,738,936 $0 $8,015,483 $ 7,110,503
Year Ended
September 30, 2000:
Allowance for
doubtful accounts $ 284,318 $ 858,629 - $ 274,406(a) $ 868,541
Accrued risk
insurance $5,385,393 $4,452,376 - $4,440,327(b) $5,397,442
Accrued health
insurance 913,377 2,187,462 - 2,111,231(b) 989,608
Totals -
insurance $6,298,770 $6,639,838 $0 $6,551,558 $6,387,050
Year Ended
September 30, 1999:
Allowance for
doubtful accounts $ 272,318 $ 12,000 - $ 284,318
Accrued risk
insurance $4,545,457 $4,016,846 - $3,176,910(b)$5,385,393
Accrued health
insurance 841,789 1,480,947 - 1,409,359(b) 913,377
Totals -
insurance $5,387,246 $5,497,793 $0 $4,586,269 $6,298,770
(a) Accounts written off less recoveries
(b) Payments
PATRIOT TRANSPORTATION HOLDING, INC.
SCHEDULE III(CONSOLIDATED)-REAL ESTATE & ACCUMULATED DEPRECIATION AND
DEPLETION
SEPTEMBER 30, 2001
Cost capi- Gross amount Year Deprecia-
Encumb- Initial cost talized at which Accumulated
Of Date tion Life
County State rances to subsequent
carried at Depreciation Constr- Acquired Computed
Company to acquisition end of period tion
on:
(a)
Construction Aggregates
Alachua Florida 1,442,011 0 1
,442,011 72,345 n/a 4/86 unit
Clayton Georgia 381,787 0
381,787 4,506 n/a 4/86 unit
Dade Florida 9,374,660 0
9,374,660 9,067,825 n/a 4/86 unit
Fayette Georgia 84,839 684,747 0
684,747 47,377 n/a 4/86 unit
Hernando Florida 3,174,084 324,852 3,498,936
943,501 n/a 4/86 unit
Lake Florida 1,485,153 0
1,485,153 1,040,801 n/a 4/86 unit
Lee Florida 4,690,269 5,937
4,696,206 2,820 n/a 4/86 unit
Levy Florida 1,280,643 83,365
1,364,008 421,907 n/a 4/86 unit
Marion Florida 1,180,366 0
1,180,366 599,478 n/a 4/86 unit
Monroe Florida 840,442 0 840,442
231,785 n/a 4/86 unit
Muscogee Georgia 368,674 0 368,674
47,478 n/a 4/86 unit
Polk Florida 120,502 0 120,502
75,285 n/a 4/86 unit
Prince Wil. Virginia 298,464 0 298,464
278,090 n/a 4/86 unit
Putnam Florida 15,002,257 48,538 15,050,795
2,769,275 n/a 4/86 unit
St. Marys Maryland 1,269,818 12,160
1,281,978 530,987 n/a 4/86 unit
84,839 41,593,877 474,852
42,068,729 16,133,460
Other Rental Property
District of Columbia 6,767,875 4,989,641 11,757,516
922,513 n/a 4/86 15 yr.
Fairfax Virginia 2,035,014 22,789 2,057,803 -
n/a 4/86 -
Putnam Florida 326,129 51,323 377,452 308,307
n/a 4/86 10 yr.
Spalding Georgia 19,572 0 19,572 - n/a 4/86
-
Suwannee Florida 168,124 4,528,748 382,215 4,910,963
881,726 n/a 4/86 10 yr.
168,124 13,677,338 5,445,968 19,123,306 2,112,546
Commercial Property
Baltimore Maryland 1,502,154 439,120 2,906,751 3,345,871
1,180,485 1990 10/89 31 yr.
Baltimore Maryland 4,259,390 950,000 5,779,565 6,729,565
1,666,696 1992 12/91 31 yr.
Baltimore Maryland2,657,568 690,221 2,836,549 3,526,770 157,398
2000 7/99 31 yr.
Duval Florida 2,415,989 559,572 2,975,561 2,116,455
n/a 4/86 20 yr.
Harford Maryland 2,929,025 30,834 3,825,686 3,856,520 429,375
1996 8/95 31 yr.
Harford Maryland 179,460 6,389,187 6,568,647 - n/a
8/95 31 yr.
Harford Maryland 4,793,020 50,112 5,562,013 5,612,125 386,658
1999 8/95 31 yr.
Harford Maryland 84,837 6,580,315 6,665,152 206,432
2000 8/95 31 yr.
Harford Maryland 154,758 4,940,060 5,094,818 78,260
2000 8/95 31 yr.
Howard Maryland4,417,302 2,859,157 3,501,078 6,360,235
1,464,443 1987 9/88 31 yr.
Howard Maryland2,401,661 2,473,277 331,660 2,804,937
137,144 2000 2/00 31 yr.
Anne Arun Maryland 3,860,937 715,000 6,683,792 7,398,792
2,820,428 1989 9/88 31 yr.
Anne Arun Maryland 950,000 2,769,153 3,719,153 0
n/a 5/98 31 yr.
Orange Florida 57,047
1,647 58,694 12,458 n/a 4/86 10 yr.
26,821,057 12,049,812 52,667,028 64,716,840 10,656,232
Investment Property
Caroline Virginia 219,733 0 219,733 - n/a 4/86 -
Duval Florida 639,896 60,143 700,039 - n/a
4/86 -
Bartow Florida 121,493 0 121,493 - n/a 4/86 -
Putnam Florida 134,748 20,543 155,291 31,773
n/a 4/86 -
Dougherty Georgia 8,470 0 8,470 - n/a 4/86 -
Lamar Georgia 20,020 0 20,020 - n/a 4/86 -
Suwannee Florida 40,159 0 40,159
- n/a 4/86 -
1,184,519 80,686 1,265,205 31,773 n/a 4/86 -
GRAND TOTALS $27,074,020 68,505,546 58,668,534 127,174,080 28,934,011
(a) The aggregate cost for Federal income tax purposes is $80,015,590.
PATRIOT TRANSPORTATION HOLDING, INC.
SCHEDULE III (CONSOLIDATED) - REAL ESTATE AND
ACCUMULATED DEPRECIATION AND DEPLETION
YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999
2001 2000 1999
Gross Carrying Cost of Real Estate:
Balance at beginning of period $115,228,749 106,930,861 98,302,279
Additions during period:
Other acquisitions 13,037,270 9,550,781 9,663,944
Improvements, etc. - - -
Other (transfers) - - -
Deductions during period:
Cost of real estate sold - 742,939 704,062
Other (abandonments) 1,091,939 509,954 -
Other (transfers
to Transportation) - - 331,300
Balance at close of period $127,174,080 115,228,749 106,930,861
Accumulated Depreciation & Depletion:
Balance at beginning of period $ 25,968,037 23,676,964 21,655,393
Additions during period:
Charged to cost & expense 2,965,974 2,535,438 2,446,115
Deductions during period:
Cost of real estate sold - 244,365 233,134
Other(transfer to Transp.) - - 191,410
Balance at close of period $28,934,011 25,968,037 23,676,964
52