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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-17554
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)
904/396-5733
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act). YES___ NO X
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of January 30, 2004: 2,934,108 shares of
$.10 par value common stock.
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q
QUARTER ENDED December 31, 2003
CONTENTS
Page No.
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Income 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures about Market Risks 11
Item 4. Controls and Procedures 11
Part II. Other Information
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibit 11 Computation of Earnings Per Share 18
Exhibit 31 Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 19
Exhibit 32 Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. 22
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
December 31, September 30,
2003 2003
ASSETS
Current assets:
Cash and cash equivalents $ 1,328 757
Cash held in escrow 1,795 1,795
Accounts receivable (including related
party of $80 and $359) 7,967 7,898
Less allowance for doubtful accounts (578) (566)
Inventory 590 670
Prepaid expenses and other 3,773 3,411
Total current assets 14,875 13,965
Property, plant and equipment, at cost 221,679 221,491
Less accumulated depreciation and
depletion (78,515) (76,229)
Net property, plant and equipment 143,164 145,262
Other assets 6,199 5,989
Total assets $164,238 165,216
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable (including related
party of $33 and $2) $ 3,443 4,734
Accrued liabilities 4,199 4,941
Long-term debt due within one year 1,948 1,545
Total current liabilities 9,590 11,220
Long-term debt 57,104 57,816
Deferred income taxes 10,760 10,760
Accrued insurance reserves 5,722 5,722
Other liabilities 1,680 1,669
Shareholders' equity:
Preferred stock, no par value;
5,000,000 shares authorized - -
Common stock, $.10 par value;
25,000,000 shares authorized,
2,934,108 and 2,932,708 shares issued
and outstanding, respectively 293 293
Capital in excess of par value 6,100 6,065
Retained earnings 72,989 71,671
Total shareholders' equity 79,382 78,029
Total liabilities and shareholders' equity $164,238 165,216
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)
THREE MONTHS ENDED
DECEMBER 31,
2003 2002
Revenues:
Related party $ 2,036 1,367
Non-related parties 25,852 22,675
27,888 24,042
Cost of operations 22,524 19,713
Gross profit 5,364 4,329
Selling, general and
administrative expenses:
Related party 99 110
Non-related parties 2,120 1,867
2,219 1,977
Recovery of non-recurring charges
related to closed subsidiary - (25)
Operating profit 3,145 2,377
Interest expense, net (985) (839)
Income before income taxes 2,160 1,538
Provision for income taxes 842 600
Net income $1,318 938
Basic earnings per
common share $ .45 .30
Diluted earnings per
common share $ .44 .30
Number of shares used in computing:
Basic earnings per common share 2,933 3,133
Diluted earnings per common share 2,983 3,156
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002
(In thousands)
(Unaudited)
2003 2002
Cash flows from operating activities:
Net income $ 1,318 938
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation, depletion and amortization 3,056 2,995
Gain on disposition of plant
and equipment (203) (127)
Net changes in operating assets and liabilities:
Accounts receivable (65) 160
Prepaid expenses and other current assets (274) (2,707)
Accounts payable and accrued liabilities (2,033) (1,922)
Net change in insurance reserves and other
liabilities 11 7
Other, net 15 13
Net cash provided by (used in) operating activities 1,825 (643)
Cash flows from investing activities:
Purchase of property, plant and equipment (950) (13,025)
Additions to other assets (338) (146)
Proceeds from sale of property,
plant and equipment, and other assets 308 372
Net cash used in investing activities (980) (12,799)
Cash flows from financing activities:
Proceeds from long-term debt 8,500 -
Net (decrease) increase in revolving debt (8,362) 15,800
Repayment of long-term debt (447) (301)
Repurchase of Company stock - (2,485)
Exercise of employee stock options 35 102
Net cash (used in) provided by financing activities (274) 13,116
Net increase (decrease) in cash and cash equivalents 571 (326)
Cash and cash equivalents at beginning of year 757 529
Cash and cash equivalents at end of the period $ 1,328 203
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003
(Unaudited)
(1) Basis of Presentation. The accompanying condensed consolidated
financial statements include the accounts of Patriot Transportation
Holding, Inc. and its subsidiaries (the "Company"). These
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for
interim financial information and the instructions to Form 10-Q and
do not include all the information and footnotes required by
accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation of the
results for the interim periods have been included. Operating
results for the three months ended December 31, 2003 are not
necessarily indicative of the results that may be expected for the
fiscal year ending September 30, 2004. The accompanying
consolidated financial statements and the information included
under the heading "Management's Discussion and Analysis" should be
read in conjunction with the Company's consolidated financial
statements and related notes included in the Company's Form 10-K
for the year ended September 30, 2003.
Certain reclassifications have been made to the Fiscal 2003
financial statements to conform to the presentation adopted in
Fiscal 2004.
(2) Recent Accounting Pronouncements. In December of 2003, the FASB
revised Statement No. 132 "Employers' Disclosures about Pensions
and Other Postretirement Benefits." This Statement retains the
disclosure requirements of the original Statement, which it
replaces, and requires additional disclosures about the assets,
obligations, cash flows and net periodic benefit cost of defined
benefit pension plans and other defined benefit postretirement
plans. The interim period disclosures required by the Statement are
effective for the Company for the quarter ended March 31, 2004. The
annual financial statement disclosures are effective for the
Company for the fiscal year ended September 30, 2004.
(3) Business Segments. The Company has identified two business
segments, each of which is managed separately along product lines.
The Company's operations are substantially in the Southeastern and
Mid-Atlantic states.
The transportation segment hauls liquid and dry commodities by
motor carrier. The real estate segment owns real estate of which a
substantial portion is under mining royalty agreements or leased.
The real estate segment also holds certain other real estate for
investment and is developing commercial and industrial properties.
Operating results and certain other financial data for the
Company's business segments are as follows (in thousands):
Three Months ended
December 31,
2003 2002
Revenues:
Transportation $ 23,771 20,666
Real estate 4,117 3,376
$ 27,888 24,042
Operating profit
Transportation $ 1,346 745
Real estate 2,203 1,998
Corporate expenses (404) (366)
$ 3,145 2,377
Identifiable assets December 31, September 30,
2003 2003
Transportation $ 44,469 45,055
Real estate 115,368 116,269
Cash items 3,123 2,552
Unallocated corporate assets 1,279 1,340
$164,238 165,216
(4) Long-Term debt. Long-term debt is summarized as follows (in
thousands):
December 31, September 30,
2003 2003
Revolving Credit,
Uncollateralized, variable
rate, payable in 2005 $ 11,638 20,000
5.7% to 9.5% mortgage notes
payable in installments
through 2020 47,414 39,361
59,052 59,361
Less portion due in one year 1,948 1,545
$57,104 57,816
(5) Related Party Transactions. The Company, through its
transportation subsidiaries, hauls commodities by tank and flatbed
trucks for Florida Rock Industries, Inc. (FRI). Charges for these
services are based on prevailing market prices. Other wholly owned
subsidiaries lease certain construction aggregates mining and other
properties to FRI. In addition, the Company outsources certain
functions to FRI, including some administrative, human resources,
legal and risk management services.
A subsidiary of the Company agreed to sell a 935 acre parcel of
property in Miami, Florida to FRI for $1,638,000. The property is
principally composed of mined-out lakes, mitigation areas, 145
acres of mineable land and 32 acres of roads and railroad track
right-of-ways. The closing of the sale is to occur no later than
December 31, 2004. The terms of the agreement were approved by the
Company's Audit Committee, which is comprised of independent
directors, after considering, among other factors, the terms of the
existing lease agreement and consultation with management. If this
transaction closes, the Company will recognize a gain of
approximately $999,000, net of income taxes, or $.33 per diluted
common share.
A subsidiary of the Company signed an Agreement to sell 108 acres
of land located in the northwest quadrant of I-395 and I-495 at
Edsall Road in Springfield, Virginia to FRI for $15,000,000.
Closing is subject to a title search and surveys and is to occur
within 45 days of FRI giving notice to close. If FRI fails to close
by December 31, 2004, 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 closing if there shall exist or the consummation of the
sale would cause a default in the Credit Agreement among FRI and
Wachovia Bank, 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. The Company intends to structure
this transaction as a tax deferred exchange under Section 1031 of
the United States Internal Revenue Code and the Treasury
Regulations promulgated there under. If the transaction closes, the
Company will recognize a gain on the sale of approximately
$7,772,000 net of income taxes, or $2.61 per diluted share. The
tract is rented to a subsidiary of FRI and the Company recorded
rental income of approximately $162,500 for the first quarter of
Fiscal 2004.
A subsidiary of the Company has agreed to sell a parcel of land
containing approximately 6,321 acres in Suwannee and Columbia
Counties, near Lake City, Florida, to FRI for $13,000,000 in cash.
The sale is subject to a definitive agreement and the closing date
is to be determined. The sales price was approved by the Company's
Audit Committee which is composed of independent Directors of the
Company after considering among other factors, an independent
appraisal, the current use of the property and consultation with
management. If the transaction closes, the Company will recognize a
gain of approximately $5,287,000, net of income taxes or $1.77 per
diluted common share. The Company expects to ultimately invest the
cash proceeds into commercial warehouse/office rental properties.
(6) Stock-Based Compensation Plan. The Company accounts for its
stock-based employee compensation plans under the recognition and
measurement principles of APB Opinion No. 25, "Accounting for Stock
Issued to Employees", and related interpretations. No stock-based
employee compensation cost is reflected in net income, as all
options granted under those plans had an exercise price equal to
the market value of the underlying common stock on the date of
grant. The following table illustrates the effect on net income and
earnings per share if the company had applied the fair value
recognition provisions of FASB Statement No. 123, "Accounting for
Stock-Based Compensation", to stock-based employee compensation.
Three Months ended
December 31,
2003 2002
Net income, as reported $ 1,318 938
Deduct: Total stock-based
employee compensation
expense determined under
fair value based method
for all awards, net of
related tax effects 189 158
Pro forma net income $ 1,129 780
Earnings per share:
Basic-as reported $ .45 .30
Basic-pro forma $ .38 .25
Diluted-as reported $ .44 .30
Diluted-pro forma $ .38 .25
(7) Contingent liabilities. Certain of the Company's subsidiaries
are involved in litigation on a number of matters and are subject
to certain claims which arise in the normal course of business. The
Company has retained certain self-insurance risks with respect to
losses for third party liability and property damage. In the
opinion of management none of these matters are expected to have a
material adverse effect on the Company's consolidated financial
condition, results of operations or cash flows.
A transportation subsidiary of the Company was a defendant in a
vehicular accident case in which the plaintiff was seeking
compensatory and punitive damages. This litigation has been
resolved by the Company's insurance carriers without any additional
payment by the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company's operations are influenced by a number of external and
internal factors. External factors include levels of economic and
industrial activity in the United States and the Southeast,
petroleum product usage in the Southeast which is driven in part by
tourism and commercial aviation, fuel costs, driver availability
and cost, regulations regarding driver qualifications and hours of
service, construction activity, FRI's sales from the Company's
mining properties, interest rates and demand for commercial
warehouse space in the Baltimore/Washington area. Internal factors
include revenue mix, capacity utilization, auto and workers'
compensation accident frequencies and severity, other operating
factors, administrative costs, and construction costs of new
projects.
During Fiscal 2003, the transportation segment's ten largest
customers accounted for approximately 38% 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.
Financial results of the Company for any individual quarter are not
necessarily indicative of results to be expected for the year.
Three Months Operating Results
For the first quarter of Fiscal 2004, consolidated revenues were
$27,888,000, an increase of $3,846,000 or 16.0% over the same
quarter last year.
The transportation segment's revenues for the first quarter of
Fiscal 2004 were $23,771,000, an increase of $3,105,000 or 15.0%
over the same quarter last year. Approximately $2,733,000 of this
increase was a result of a 15.0% increase in miles hauled in the
first quarter of 2004 over the same quarter last year. The balance
of the increase was primarily due to higher fuel surcharges billed
to mitigate rising fuel costs. The increase in miles hauled
resulted primarily from a 35.5% increase in miles in the flatbed
operations, from the same quarter last year. The increase in
revenue miles was primarily due to higher freight demand in the
construction materials industry.
Real estate revenues were $4,117,000 for the first quarter of
Fiscal 2004, an increase of $741,000 or 21.9% from the first
quarter of Fiscal 2003. Revenues from flex office-warehouse
properties increased $500,000 or 25.7%, primarily due to a 16.1%
increase in average leased square feet and minimal price increases.
Royalties from mining contracts increased $241,000 or 16.8%
primarily resulting from a 33.9% increase in aggregate tons mined
as compared to the same quarter last year. There were no property
sales in either quarter.
Consolidated gross profit for the first quarter of 2004 was
$5,364,000, an increase of $1,035,000 or 23.9% from the first
quarter of last year. Gross profit in the transportation segment
increased $829,000 or 35.6% primarily due to the increased revenue,
improved utilization of equipment and a higher loaded mile factor.
Gross profit in the real estate segment increased $206,000 or 10.3%
from the first quarter of 2003 due to increased royalties from
mining operations.
Interest expense, net of capitalized interest, increased $146,000
for the first quarter due primarily to an increase in the average
debt outstanding.
Net income was $1,318,000 or $.44 per diluted share for the first
quarter of Fiscal 2004 compared to $938,000 or $.30 per diluted
share for the same quarter last year.
Summary and Outlook
Real Estate development progress should continue, driven by an
encouraging low interest rate outlook and enhanced by a recovering
national economy.
The Company's transportation business anticipates improved results
as general economic activity strengthens. Accident prevention will
continue to be the number one priority. Florida Rock & Tank Lines,
Inc. and SunBelt Transport, Inc. will continue to focus on
increased equipment utilization, operating efficiencies and freight
rate increases.
Liquidity and Capital Resources
For the first three months of Fiscal 2004, operating cash flow of
$1,825,000 funded the Company's purchase of additional property,
plant and equipment of $950,000 and the repayment of debt of
$309,000. The Company has a $37,000,000 revolving line of credit
(Revolver) under which $25,362,000 was available at December
31,2003. During the quarter a subsidiary of the Company obtained a
first mortgage loan of $8,500,000, collateralized by a building,
and used the proceeds to reduce amounts owed under the Revolver.
The mortgage is payable over 15 years with level monthly payments
of principal and interest at 5.69%.
The Board of Directors has authorized Management to repurchase
shares of the Company's common stock from time to time as
opportunities arise. As of December 31, 2003, $6,000,000 was
authorized to repurchase the Company's common stock.
In December 2003, the Company committed to develop a 145,000 square
foot build to suit warehouse/office building for a NYSE listed
company pursuant to a 15 year triple net lease. This project is
expected to cost approximately $14,900,000. Construction costs will
be funded through the Company's Revolver. The Company expects to
obtain permanent non-recourse financing of approximately
$11,000,000 upon completion of the project to be fully amortized
over 15 years with level monthly payments of principal and
interest.
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.
Management believes that the Company is financially postured to be
able to take advantage of external and internal growth
opportunities in both real estate development and the motor carrier
industry.
Agreements to Sell Real Estate
A subsidiary of the Company signed an agreement to sell land to FRI
for $15,000,000. If the sale occurs, the Company will recognize a
gain on the sale of approximately $7,722,000 net of income taxes or
$2.61 per diluted share. A subsidiary of the Company has also
agreed to sell a parcel of land to FRI for $1,638,000. If this sale
occurs, the Company will recognize a gain, net of income taxes, of
$999,000 or $.33 per share.
A subsidiary of the Company agreed on December 3, 2003 to sell a
parcel of land containing approximately 6,321 acres in Suwannee and
Columbia Counties, near Lake City, Florida, to FRI for $13,000,000
in cash. The sale is subject to a definitive agreement and the
closing date is to be determined. The sales price was approved by
the Company's Audit Committee which is composed of independent
directors after considering among other factors, an independent
appraisal, the current use of the property and consultation with
management.
Reinvestment of the proceeds from these transactions is expected to
facilitate the Company's long-term plan to build and own a
portfolio of successful rental properties. For additional
information see Note 5 of Notes to Condensed Consolidated Financial
Statements.
Forward-Looking Statements. Certain matters discussed in this
report contain forward-looking statements that are subject to risks
and uncertainties that could cause actual results to differ
materially from these indicated by such forward-looking statements.
These forward-looking statements relate to, among other things,
capital expenditures, liquidity, capital resources and competition
and may be indicated by words or phrases such as "anticipate",
"estimate", "plans", "projects", "continuing", "ongoing",
"expects", "management believes", "the Company believes", "the
Company intends" and similar words or phrases. The following
factors and others discussed in the Company's periodic reports and
filings with the Securities and Exchange Commission are among the
principal factors that could cause actual results to differ
materially from the forward-looking statements: driver availability
and cost; regulations regarding driver qualification and hours of
service; availability and terms of financing; freight demand for
petroleum products including recessionary and terrorist impacts on
travel in the Company's markets; freight demand for building and
construction materials in the Company's markets; risk insurance
markets; competition; general economic conditions; demand for
flexible warehouse/office facilities in the Baltimore/Washington
area; interest rates; levels of construction activity in FRI's
markets; fuel costs; and inflation. However, this list is not a
complete statement of all potential risks or uncertainties.
These forward-looking statements are made as of the date hereof
based on management's current expectations, and the Company does
not undertake an obligation to update such statements, whether as a
result of new information, future events or otherwise. Additional
information regarding these and other risk factors may be found in
the Company's other filings made from time to time with the
Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS
There are no material changes to the disclosures made in Form 10-K
for the fiscal year ended September 30, 2003 with respect to this
item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. As required by
Rule 13A-15 under the Exchange Act, as of the end of the period
covered by 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 Chief Accounting
Officer. The evaluation conducted by the Company's President and
Chief Executive Officer, Chief Financial Officer and Chief
Accounting Officer has provided them with reasonable assurance 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 Chief 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 during the quarter, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
See Note 7 to the Condensed Consolidated Financial Statements
included in this Form 10-Q.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The response to this item is submitted as a
separate Section entitled "Exhibit Index", starting on
page 11.
(b) Reports on Form 8-K. On November 19, 2003, the Company
filed a Form 8-K reporting under Item 7, a press
release announcing its earnings for the fourth quarter
and Fiscal year ended September 30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
February 2, 2004 PATRIOT TRANSPORTATION HOLDING, INC.
John E. Anderson
John E. Anderson
President and Chief Executive
Officer
Ray M. Van Landingham
Ray M. Van Landingham
Vice President Finance &
Administration and Chief
Financial Officer
Gregory B. Lechwar
Gregory B. Lechwar
Controller and Chief
Accounting Officer
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2003
EXHIBIT INDEX
(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, none of which
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) 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)(f) 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)(g)(1) 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)(g)(2) 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)(h) Purchase and Sale Agreement dated February 6, 2002
between Florida Rock Industries, Inc. and Florida
Rock Properties, Inc., incorporated by reference to
an exhibit filed with Form 10-Q for the quarter
ended December 31, 2001. File No. 33-26115.
(10)(i) Purchase and Sale Agreement dated May 7, 2003
between Maryland Rock Industries, Inc. and Florida
Rock Industries, Inc. and Florida Rock Properties,
Inc., incorporated by reference to an exhibit filed
with Form 10-Q for the quarter ended June 30, 2003.
File No. 33-26115.
(10)(j) Purchase and Sale Agreement dated August 25, 2003
between Florida Rock Properties, Inc. and Florida
Rock Industries, Inc., incorporated by reference to
an exhibit filed with Form 10-K for the year ended
September 30, 2003.
(10)(k) Agreement of Purchase and Sale dated October 21,
2003 between FRP Bird River, LLC and The Ryland
Group, Inc., incorporated by reference to an
exhibit filed with Form 10-K for the year ended
September 30, 2003.
(11) Computation of Earnings Per Common Share.
(14) Financial Code of Ethical Conduct between the
Company, Chief Executive Officers and Financial
Managers, adopted December 4, 2002, incorporated by
reference to an exhibit filed with Form 10-K for
the year ended September 30, 2003.
(31)(a) Certification of John E. Anderson.
(31)(b) Certification of Ray M. Van Landingham.
(31)(c) Certification of Gregory B. Lechwar.
(32) Certification of Chief Executive Officer, Chief
Financial Officer, and Chief Accounting Officer
pursuant to 18 U.S.C. Section 1350, adopted
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.