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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, 2002
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 9, 2002 aggregate market value of the shares of Common
Stock held by non-affiliates of the registrant was $37,221,956. At
such date there were 3,049,708 shares of the registrant's stock
outstanding.
Documents Incorporated by Reference
Portions of the Patriot Transportation Holding, Inc. 2002 Annual
Report to Shareholders are incorporated by reference in Parts I and
II.
Portions of the Patriot Transportation Holding, Inc. Proxy Statement
dated December 23, 2002 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 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 of liquid and dry bulk commodities
by tank trucks. SunBelt serves the flatbed portion of the
trucking industry in the Southeast, Midwest and Mid-Atlantic
states, hauling primarily construction materials. A third
transportation subsidiary, Patriot Transportation, Inc. ("PTI")
closed 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 41% of the Company's real estate revenues,
excluding property sales, for Fiscal 2002. 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 2002 Annual Report to Shareholders and is
incorporated herein by reference.
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 by tank trucks. SunBelt is engaged in hauling
primarily building and construction materials on flatbed
trailers. Before closing its operations in September 2001, PTI
was engaged in the hauling of a variety of cargo through
independent agents and owner-operators.
Tank Lines' truck fleet hauls liquid and dry bulk commodities,
primarily 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; Charlotte and Wilmington, North
Carolina; Charleston, South Carolina; and Birmingham, Alabama.
Tank Lines 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 SunBelt's market area and numerous
small competitors in the various states served.
On August 10, 2001 the Company announced it was discontinuing
the operation of its third-party agent/owner-operator
subsidiary, PTI. PTI hauled a variety of cargo, throughout the
United States, through independent contractors until it ceased
operations in September 2001. PTI began operations in December
1999. PTI was a non-asset based variable cost transportation
company that provided transportation services to shippers
through a network of independent sales agents and contractors.
Independent sales agents and contractors were compensated based
on a percentage of revenue generated by them. The Company
decided to close PTI due 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 2002 Annual Report to Shareholders and is
incorporated herein by reference.
On May 30, 2002, the Company acquired substantially all of the
operating assets of Infinger Transportation Company, Inc.
(Infinger), a regional tank truck carrier based in Charleston,
South Carolina. The acquisition was accounted for as a
purchase. The purchase price was approximately $3,698,000,
including costs associated with the acquisition. The purpose of
the acquisition was to enable the Company to expand into new
markets and increase capacity in existing markets.
At September 30, 2002, the Company was committed to purchase 67
additional tractors and expects to continue its routine fleet
replacement and modernization program during 2003.
Price, service, and location are the major factors which affect
competition in the transportation segment within a given
market.
During Fiscal 2002, the transportation segment's ten largest
customers accounted for approximately 45.5% of the
transportation segment's revenue. The loss of any one of these
customers could have an adverse effect on the Company's
revenues and income. During the fourth quarter, the Company
reported that one of its ten largest customers indicated it is
moving a majority of the business it is currently doing with
the Company to other carriers. This decision was reached after
a lengthy competitive bid process resulting in the business
being awarded to the lowest bidder. The Company estimates lost
revenues from this customer to be approximately 6% of the
transportation segment's revenues for Fiscal 2002. The loss of
this revenue will have an adverse effect on the Company's
operating income, at least in the short term. The Company
anticipates this lost revenue will be offset by revenues
generated from the acquisition of the operating assets of
Infinger Transportation, Inc. which was acquired by the Company
on May 30, 2002.
The transportation segment primarily serves customers in the
petroleum and building and construction industries. Petroleum
customers accounted for approximately 67% and building and
construction customers accounted for approximately 21% of
transportation segment revenues for the year ended September
30, 2002.
The Company hauls construction aggregates, diesel fuel and
supplies for FRI. Revenues from services provided to FRI
accounted for 1.2% of the transportation segment's revenues.
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 category is
land and/or buildings leased under rental agreements or being
developed for rental. The second 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 third category 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 2002 Annual Report to Shareholders
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
91% of the warehouse/office portfolio of approximately 1.4
million square feet was leased at September 30, 2002.
Price, location, rental space availability, flexibility of
design, and property management services are the major factors
that affect competition in the flexible warehouse/office rental
market. The Company experiences considerable competition in
all of its markets.
In Fiscal 2002, real estate revenues, excluding the sale of
real estate, were divided approximately 67% from rentals and
33% from mining and minimum royalties. FRI accounted for
approximately 41% of such revenue. Tenants of our flexible
warehouse/office properties are not concentrated in any one
particular industry.
In February 2002, a subsidiary of the Company signed an
Agreement to sell 108 acres of land located in Springfield,
Virginia to FRI for $15,000,000. Closing is subject to a title
search and surveys and may occur within 45 days of the Company
giving notice to FRI to close or, subsequent to June 30, 2003,
within 45 days of either party giving notice to close. If FRI
fails to close by December 31, 2003, at no fault of the
Company, the Company may retain the $100,000 binder deposit and
be under no further obligation to close. FRI has the right to
terminate this Agreement prior to receiving the Company's
notice to close if the consummation of the sale would cause a
default in the Credit Agreement among FRI and Wachovia Bank,
N.A., et. al. The Agreement was approved by a committee of
independent directors of the company after review of a
development feasibility study and other materials, consultation
with management, and advice of independent counsel.
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.
Employees. The Company employed approximately 846 people in
its transportation group, 11 people in its real estate group,
and 4 people in its corporate offices at September 30, 2002.
EXECUTIVE OFFICERS OF THE COMPANY
Name Age Office Position
Since
Edward L. Baker 67 Chairman of the Board May 3, 1989
John E. Anderson 57 President & Chief Feb. 17, 1989
Executive Officer
David H.
DeVilliers, Jr. 51 Vice President Feb. 28, 1994
Ray M.Van Landingham 59 Vice President, Finance Dec. 6, 2000
and Administration
and Chief Financial
Officer
Gregory B. Lechwar 35 Controller Oct. 2, 2002
Rick J. Copley 45 President of SunBelt Sept 16, 2002
Transport, Inc.
John R. Mabbett III 43 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 as follows:
Ray Van Landingham was Vice President, Finance and
Administration of the Jacksonville Port Authority from December
1991 to November 2000; Gregory B. Lechwar has been employed by
the Company in various accounting positions since October 1999,
and from August 1991 until October 1999, Mr. Lechwar was
employed as a certified public accountant with
PricewaterhouseCoopers LLP; and Rick J. Copley has been a Vice
President of SunBelt since 1993.
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, 2002, the Company
operated and owned a fleet of approximately 595 trucks, two of
which were leased, and owned a fleet of approximately 836
trailers. The Company has 22 sites for its trucking terminals
in Florida, Georgia, Alabama, North Carolina, South Carolina
and Tennessee. Of these sites, the Company owned 12 and leased
10.
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 Jacksonville, Florida,
all of which are leased to FRI. At September 30, 2002, the
Company owned eight parcels of land totaling 251 acres near
Baltimore, Maryland as follows:
Hillside Business Park in Anne Arundel County is a 59 acre
tract near the Baltimore-Washington International Airport. The
project will provide the Company an opportunity to develop
575,000 square feet of warehouse/office space. Grading and
infrastructure work on the site is nearing completion and the
first two buildings within the park are under construction and
are scheduled to be completed during 2003 totaling 274,800
square feet of leaseable warehouse/office space. One building
with 200,200 square feet is pre-leased to one tenant for 15
years. The other building is not pre-leased.
Lakeside Business Park in Harford County consists of 134 acres.
Seven warehouse/office buildings, totaling 671,918 square
feet, have been constructed and are 86% leased. 32.8 acres
remain for future development of an additional 485,200 square
feet of comparable product.
6920 Tudsbury Road in Baltimore County contains 5.3 acres with
83,100 square feet of warehouse space that is 100% leased.
8620 Dorsey Run Road in Howard County contains 5.8 acres with
84,600 square feet of warehouse space that is 100% leased.
Rossville Center in Baltimore County contains approximately 10
acres with 190,517 square feet of commercial/warehouse space
and is 87% leased.
34 Loveton Circle in Baltimore County contains 8.5 acres with
29,722 square feet of office space which is 11% occupied by the
Company with the balance 100% leased, including 23% leased to
FRI.
Oregon Center in Anne Arundel County contains approximately 17
acres with 195,615 square feet of commercial warehouse and
office space which is 100% leased.
Arundel Center in Howard County contains approximately 11 acres
with 162,796 square feet of commercial warehouse and office
space, which is 89% leased.
At September 30, 2002 certain developed real estate properties
having a carrying value of $40,975,000 were pledged on long-
term non-recourse notes with an outstanding principal balance
totaling $36,101,000. In addition, certain other properties
having a carrying value at September 30, 2002 of $981,000 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 on account of such
debt.
The Company owns a 5.8 acre site in the Southeast quadrant of
Washington, D.C. on the banks of the Anacostia River which was
rezoned in November 1999 from industrial to a Planned Unit
Development ("PUD") that permitted the development of 1.5
million square feet of commercial office space together with
associated waterfront enhancements. As a condition to the PUD
the Company was required to proffer a nearby 2.1 acre site it
owns thereby eliminating any potential for development of the
2.1 acre site by the Company.
In May of 2002 the District of Columbia Zoning Commission voted
3-2 against extending until 2004 the previously approved PUD
that allowed for the development of up to 1.5 million square
feet of commercial office space on the Company's 5.8 acre site.
The Company has filed the appropriate documentation with the
Zoning Commission seeking a reconsideration of their decision
not to extend the PUD.
There is also a recently adopted "overlay" of new zoning for a
substantial area of the Southwest and Southeast quadrants of
the District of Columbia west of the Anacostia River which
includes both the 5.8 acre site and the nearby 2.1 acre site
owned by the Company. Under this "overlay" the Company would
be permitted to develop on the two sites approximately 1.38
million square feet, divided roughly in half between commercial
office/retail space and residential (including hotel) space.
The "overlay" requires a larger residential component and more
"open space" than the PUD would have permitted.
The two sites are currently leased to FRI under leases expiring
in April 2006. The Company will continue to explore
opportunities for eventual development of this property.
Construction Aggregates Properties. The following table
summarizes the Company's principal construction aggregates
locations and estimated reserves at September 30, 2002,
substantially all of which are leased to FRI.
Tons of
Tons Sold Estimated
in Year Reserves
Ended at
9/30/02 9/30/02 Approximate
(000's) (000's) Acres Owned
The Company owns eleven
locations currently being
mined in Brooksville,
Grandin, Gulf Hammock,
Keuka, Newberry and Airgrove/
Lake County, Florida;
Columbus, Macon, Forest Park
and Tyrone, Georgia;
and Manassas, Virginia. 9,058 518,394 17,135
The Company owns six locations
not currently being mined in
Ft. Myers, Miami(mining ceased
Feb 2002), Marion County,
Astatula/Lake County and
Sandland/Polk County, Florida
and St. Mary's County, Maryland 1,458 32,891 4,145
Other Properties. In addition to the development, mining and
rental sites, the Company owns approximately 8,373 acres of
investment and other real estate, of which approximately 6,321
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.
Item 3. LEGAL PROCEEDINGS.
Note 13 to the Consolidated Financial Statements included in
the accompanying 2002 Annual Report to Shareholders 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
SHAREHOLDER MATTERS.
There were approximately 767 holders of record of Patriot
Transportation Holding, Inc. common stock, $.10 par value, as
of December 9, 2002. 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 5 of the Company's 2002 Annual Report to Shareholders,
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 2002 Annual
Report to Shareholders and such information is incorporated
herein by reference. Information regarding securities
authorized for issuance under equity compensation plans is
included in Item 12 of Part III of this Annual Report on Form
10-K 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 5 of the
Company's 2002 Annual Report to Shareholders 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 Item 7 is included under
the caption "Management Analysis" on pages 6 and 7; under the
caption "Capital Expenditures" on page 1; and in Notes to
Consolidated Financial Statements included in the accompanying
2002 Annual Report to Shareholders. 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 with variable interest rates, changes
in interest rates affect the amount of interest expense
incurred. The Company prepared a sensitivity analysis of its
variable rate borrowings 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 borrowings under the credit agreement. However, the
interest-rate analysis did not consider the effects of the
reduced level of economic activity that could exist in such an
environment. A 50 basis point adverse move in interest rates on
the Company's outstanding borrowings under the credit agreement
would have an immaterial impact on the Company's results of
operations and cash flows.
The following table provides information about the Company's
financial instruments that are sensitive to changes in interest
rates (dollars in thousands):
2003 2004 2005 2006 2007 Thereafter Total Fair Value
Liabilities:
Long-term debt at
fixed rates $ 1,311 1,415 1,467 1,587 1,695 28,626 36,101 38,450
Weighted average
interest rate 7.6% 7.6 7.6 7.6 7.6 7.6
Bank revolving credit at
variable interest $12,500 12,500 12,500
rate
Weighted average
Interest rate 4.2%
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required in response to this Item 8 is included
under the caption "Quarterly Results" on page 5 and on pages 8
through 18 of the Company's 2002 Annual Report to Shareholders.
Such information is incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
On May 1, 2002, the Board of Directors of the Company, upon
recommendation of its Audit Committee, decided to dismiss
Deloitte & Touche LLP ("Deloitte & Touche") as the Company's
principal public accountants and engaged PricewaterhouseCoopers
LLP ("PricewaterhouseCoopers") to serve as the Company's
principal public accountants for a three year term beginning
with fiscal year 2002.
Deloitte & Touche's reports on the consolidated financial
statements of the Company and its subsidiaries for the two most
recent fiscal years ended September 30, 2001 did not contain
any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or
accounting principles.
During the Company's two fiscal years ended September 30, 2001
and the subsequent interim periods through March 31, 2002,
there were no disagreements between the Company and Deloitte &
Touche on any matter of accounting prinicples or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to Deloitte & Touche's
satisfaction, would have caused them to make reference to the
subject matter of the disagreement in connection with their
reports; and there were no reportable events as described in
Item 304(a)(1)(v) of Regulation S-K.
The Company provided Deloitte & Touche with a copy of the
foregoing disclosures.
During the Company's two fiscal years ended September 30, 2001,
the Company did not consult PricewaterhouseCoopers with respect
to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated
financial statements, or any other matters or reportable events
as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
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 and such information is
incorporated herein by reference. The Proxy Statement will be
filed with the Securities and Exchange Commission not later
than December 31, 2002.
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 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 and such information is incorporated herein by
reference.
Equity Compensation Plan Information
Number of
Securities
remaining
available
for
Number of future
Securities Weighted issuance
to be Average under equity
issued upon exercise compensation
exercise of price of plans
outstanding outstanding (excluding
options, options, securities
warrants warrants reflected in
and rights and rights column (a)
Plan Category (a) (b) (c)
Equity compensation
plans approved by
security holders 141,000 19.78 426,000
Equity compensation
pans not approved
by security holders 0 0 0
Total 141,000 19.78 426,000
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 and such
information is incorporated herein by reference.
Item 14. CONTROLS AND PROCEDURES.
Evaluation of disclosure controls and procedures. As required
by Rule 13a-15 under the Exchange Act, within the 90 days prior
to the filing date of this report, the Company carried out an
evaluation of the effectiveness of the design and operation of
the Company's disclosure controls and procedures. This
evaluation was carried out under the supervision and with the
participation of the Company's management, including the
Company's President and Chief Executive Officer, Chief
Financial Officer and Principal Accounting Officer. Based upon
that evaluation, the Company's President and Chief Executive
Officer, Chief Financial Officer and Principal Accounting
Officer have concluded that the Company's disclosure controls
and procedures are effective in timely alerting them to
material information relating to the Company required to be
included in the Company's periodic SEC filings.
Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information
required to be disclosed in Company reports filed or submitted
under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities
and Exchange Commission's rule and forms. Disclosure controls
and procedures include, without limitation, controls and
procedures designed to ensure that information required to be
disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the
Company's Chief Executive Officer, Chief Financial Officer and
Principal Accounting Officer as appropriate, to allow timely
decisions regarding required disclosures.
Changes in internal controls. There have been no changes in
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
PART IV
Item 15. 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 25 of this Form 10-K.
(3)Exhibits.
The response to this item is submitted as a separate
section. See Exhibit Index on pages 21 through 24 of this
Form 10-K.
(b) Reports on Form 8-K.
During the three months ended September 30, 2002, no
reports on Form 8-K were 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 19, 2002 By JOHN E. ANDERSON
John E. Anderson
President and Chief Executive
Officer (Principal Executive
Officer)
By RAY M. VAN LANDINGHAM
Ray M. Van Landingham
Vice President, Finance &
Administration and Chief Financial
Officer (Principal Financial
Officer)
By GREGORY B. LECHWAR
Gregory B. Lechwar
Controller (Principal Accounting
Officer)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, John E. Anderson, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of Patriot Transportation Holding, Inc. on Form 10-K for the fiscal
year ended September 30, 2002 fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information
contained in such Annual Report on Form 10-K fairly presents in all material
respects the financial condition and results of operations of Patriot
Transportation Holding, Inc.
By: JOHN E. ANDERSON_______________
Name: John E. Anderson
Title: President and Chief Executive
Officer
I, Ray M. Van Landingham, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
Annual Report of Patriot Transportation Holding, Inc. on Form 10-K for the
fiscal year ended September 30, 2002 fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the
information contained in such Annual Report on Form 10-K fairly presents in
all material respects the financial condition and results of operations of
Patriot Transportation Holding, Inc.
By: RAY M. VAN LANDINGHAM__________
Name: Ray M. Van Landingham
Title: Vice President, Finance and
Administration and Chief
Financial Officer
I, Gregory B. Lechwar, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of Patriot Transportation Holding, Inc. on Form 10-K for the fiscal
year ended September 30, 2002 fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information
contained in such Annual Report on Form 10-K fairly presents in all material
respects the financial condition and results of operations of Patriot
Transportation Holding, Inc.
By: GREGORY B. LECHWAR_____________
Name: Gregory B. Lechwar
Title: Controller
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 4, 2002.
JOHN E. ANDERSON DAVID H. DEVILLIERS, JR.
John E. Anderson David H. deVilliers, Jr.
Director, President, and Chief Director
Executive Officer
(Principal Executive Officer) LUKE E. FICHTHORN III
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 Officer) ROBERT H. PAUL, III
Robert H. Paul, III
Director
GREGORY B. LECHWAR
Gregory B. Lechwar H. JAY SKELTON
Controller H. Jay Skelton
(Principal Accounting Officer) Director
EDWARD L. BAKER MARTIN E. STEIN, JR.
Edward L. Baker Martin E. Stein, Jr.
Chairman of the Board 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
CERTIFICATIONS
I, John E. Anderson, certify that:
1. I have reviewed this annual report on Form 10-K of Patriot Transportation
Holding, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 19, 2002 /s/John E. Anderson
President and Chief Executive
Officer
CERTIFICATIONS
I, Ray M. Van Landingham, certify that:
1. I have reviewed this annual report on Form 10-K of Patriot Transportation
Holding, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 19, 2002 /s/Ray M. Van Landingham
Vice President, Finance and
Administration and Chief Financial
Officer
CERTIFICATIONS
I, Gregory B. Lechwar, certify that:
1. I have reviewed this annual report on Form 10-K of Patriot Transportation
Holding, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 19, 2002 /s/Gregory B. Lechwar
Controller
(Principal Accounting Officer)
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2002
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. File No. 33-26115.
(3)(a)(4) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc., 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.
(3)(b)(3) Amendments to the Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary of
State of State of Florida on February 7, 1995, incorporated
by reference to an appendix to the Company's Proxy Statement
dated December 15, 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, 1988. 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. 33-26115.
(4)(c) Revolving Credit Agreement dated as of January 9, 2002 among
Patriot Transportation Holding, Inc. as Borrower, the
Lenders from time to time party hereto and SunTrust Bank as
Administrative Agent, incorporated by reference to an
exhibit filed with Form 10-Q for the quarter ended December
31, 2001. File No. 33-26115.
(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)(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. File No. 33-26115.
(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.
(10)(i) Purchase and Sale Agreement dated February 6, 2002 between
Florida Rock Industries, Inc. and Florida Rock Properties,
Inc., incorporated by reference to and exhibit filed with
Form 10-Q for the quarter ended December 31, 2001. File No.
33-26115.
(11) Computation of Earnings Per Common Share.
(13) The Company's 2002 Annual Report to shareholders, portions
of which are incorporated by reference in this Form 10-K.
Those portions of the 2002 Annual Report to Shareholders
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, 2002: 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 PricewaterhouseCoopers LLP, Independent Certified
Public Accountants, appears on page 26 of this Form 10-K.
(23)(b) Consent of Deloitte & Touche LLP, Independent Certified
Public Accountants, appears on page 26 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, 2002
and 2001 10(a)
For the years ended September 30, 2002, 2001 and 2000:
Consolidated statements of income 9(a)
Consolidated statements of cash flows 11(a)
Consolidated statements of shareholders' equity 12(a)
Notes to consolidated financial statements 12-18(a)
Independent Auditors' Reports 19(a)
Selected quarterly financial data (unaudited) 5(a)
Consents of Independent Certified Public Accountants 25(b)
Independent Auditors' Reports on Financial Statement Schedules 26(b)
Consolidated Financial Statement Schedules:
II - Valuation and qualifying accounts 27(b)
III - Real estate and accumulated depreciation and
Depletion 28-29(b)
(a) Refers to the page number in the Company's 2002 Annual
Report to Shareholders. 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.
CONSENTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Exhibit 23(a)
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 33-43215, 33-18878 and 33-
55132) of Patriot Transportation Holding, Inc. of our report dated
November 15, 2002 relating to the financial statements, which
appears in the Annual Report to Shareholders, which is incorporated
in this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report dated November 15, 2002
relating to the financial statement schedules, which appears in this
Form 10-K.
PricewaterhouseCoopers LLP
Jacksonville, Florida
December 19, 2002
____________________
INDEPENDENT AUDITORS' CONSENT Exhibit 23(b)
We consent to the incorporation by reference in Registration
Statement Nos. 33-43215, 33-18878 and 33-55132 of Patriot
Transportation Holding, Inc. on Form 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, 2002.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
December 19, 2002
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON FINANCIAL
STATEMENT SCHEDULES
To the Board of Directors
Patriot Transportation Holding, Inc.:
Our audit of the consolidated financial statements as of and for the
year ended September 30, 2002 referred to in our report dated
November 15, 2002 appearing in the 2002 Annual Report to
Shareholders of Patriot Transportation Holding, Inc., (which report
and consolidated financial statements are incorporated by reference
in this Annual Report on Form 10-K) also included an audit of the
financial statement schedules listed in Item 15 of this Form 10-K.
In our opinion, these financial statement schedules present fairly,
in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial
statements.
PricewaterhouseCoopers LLP
Jacksonville, Florida
November 15, 2002
____________________
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 two 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 2002 Annual Report to Stockholders and
are incorporated herein by reference. Our audits also included the
financial statement schedules of Patriot, listed in Item 15. 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, 2002, 2001 AND 2000
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, 2002:
Allowance for
Doubtful accounts $1,160,051 $ 140,000 $ - $ 826,051(a)$ 474,000
Accrued risk
insurance $6,032,351 $5,162,666 - $4,868,611(b)$ 6,326,406
Accrued health
Insurance 1,078,152 2,834,763 - 2,801,107(b) 1,111,808
Totals -
insurance $7,110,503 $7,997,429 $ 0 $7,669,718 $ 7,438,214
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
(a) Accounts written off less recoveries
(b) Payments
PATRIOT TRANSPORTATION HOLDING, INC.
SCHEDULE III(CONSOLIDATED)-REAL ESTATE & ACCUMULATED DEPRECIATION AND
DEPLETION
SEPTEMBER 30, 2002
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 1,442,012 0 1 ,442,012 77,354 n/a 4/86 unit
Clayton Georgia 369,317 0 369,317 4,677 n/a 4/86 unit
Dade Florida 9,374,661 0 9,374,661 9,374,660 n/a 4/86 unit
Fayette Georgia 70,815 684,747 0 684,747 49,131 n/a 4/86 unit
Hernando Florida 3,174,084 324,852 3,498,936 953,095 n/a 4/86 unit
Lake Florida 1,485,153 0 1,485,153 1,048,903 n/a 4/86 unit
Lee Florida 4,690,268 5,937 4,696,205 3,414 n/a 4/86 unit
Levy Florida 1,280,643 83,366 1,364,009 449,362 n/a 4/86 unit
Marion Florida 1,180,365 0 1,180,365 599,478 n/a 4/86 unit
Monroe Georgia 840,442 0 840,442 235,088 n/a 4/86 unit
Muscogee Georgia 368,674 0 368,674 62,039 n/a 4/86 unit
Polk Florida 120,501 0 120,501 75,285 n/a 4/86 unit
Prince Wil. Virginia 298,464 0 298,464 286,662 n/a 4/86 unit
Putnam Florida 15,002,258 48,537 15,050,795 2,860,125 n/a 4/86 unit
St. Marys Maryland 1,269,818 12,160 1,281,978 541,761 n/a 4/86 unit
70,815 41,581,407 474,852 42,056,259 16,621,034
Other Rental Property
District of Columbia 6,767,875 6,034,629 12,802,504 937,251 n/a 4/86 15 yr.
Fairfax Virginia 2,035,014 22,789 2,057,803 0 n/a 4/86 -
Putnam Florida 326,128 51,327 377,455 323,168 n/a 4/86 10 yr.
Spalding Georgia 19,572 0 19,572 0 n/a 4/86 -
Suwannee Florida 115,572 4,528,748 343,013 4,871,761 897,411 n/a 4/86 10 yr.
115,572 13,677,337 6,451,758 20,129,095 2,157,830
Commercial Property
Baltimore Maryland 1,438,193 439,121 2,953,384 3,392,503 1,312,231 1990 10/89 31 yr.
Baltimore Maryland 4,084,133 950,000 5,779,565 6,729,565 1,883,230 1994 12/91 31 yr.
Baltimore Maryland2,596,902 690,219 2,836,549 3,526,770 256,808 2000 7/99 31 yr.
Duval Florida 2,415,989 529,074 2,945,063 2,209,241 n/a 4/86 25 yr.
Harford Maryland 2,832,703 30,834 3,825,685 3,856,519 558,189 1998 8/95 31 yr.
Harford Maryland 179,460 7,203,884 7,383,344 135,874 n/a 8/95 31 yr.
Harford Maryland 4,667,192 50,112 5,562,014 5,612,126 542,736 1999 8/95 31 yr.
Harford Maryland6,375,178 84,837 6,580,316 6,665,153 465,540 2001 8/95 31 yr.
Harford Maryland3,628,947 154,758 4,946,150 5,100,908 266,083 2001 8/95 31 yr.
Howard Maryland4,273,307 2,859,157 3,539,851 6,399,008 1,670,262 1996 9/88 31 yr.
Howard Maryland2,346,847 2,473,277 331,660 2,804,937 226,575 2000 3/00 31 yr.
Anne Arun Maryland 3,671,088 715,000 6,691,743 7,406,743 3,057,763 1989 9/88 31 yr.
Anne Arun Maryland 950,000 7,848,500 8,798,500 0 n/a 5/98 31 yr.
35,914,490 11,992,764 58,628,375 70,621,139 12,584,532
Investment Property 1,022,867 96,101 1,118,968 31,887
GRAND TOTALS $36,100,877 68,274,375 65,651,086 133,925,461 31,395,283
(a) The aggregate cost for Federal income tax purposes is $115,155,869.
PATRIOT TRANSPORTATION HOLDING, INC.
SCHEDULE III (CONSOLIDATED) - REAL ESTATE AND
ACCUMULATED DEPRECIATION AND DEPLETION
YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000
2002 2001 2000
Gross Carrying Cost of Real Estate:
Balance at beginning of period $127,174,081 115,228,749 106,930,861
Additions during period:
Other acquisitions 7,053,480 13,037,271 9,550,781
Improvements, etc. - - -
Other (transfers) - - -
Deductions during period:
Cost of real estate sold 302,100 - 742,939
Other (abandonments) - 1,091,939 509,954
Balance at close of period $133,925,461 127,174,081 115,228,749
Accumulated Depreciation & Depletion:
Balance at beginning of period $ 28,934,011 25,968,037 23,676,964
Additions during period:
Charged to cost & expense 2,532,738 2,965,974 2,535,438
Deductions during period:
Cost of real estate sold 71,466 - 244,365
Balance at close of period $31,395,283 28,934,011 25,968,037
28