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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, 2004
[ ] 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 25, 2005: 2,941,475 shares of
$.10 par value common stock.
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q
QUARTER ENDED December 31, 2004
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 7
Item 3. Quantitative and Qualitative Disclosures about Market Risks 11
Item 4. Controls and Procedures 12
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,
2004 2004
ASSETS
Current assets:
Cash and cash equivalents $ 359 199
Cash held in escrow - 16,553
Accounts receivable (including related
party of $287 and $344) 8,864 9,761
Less allowance for doubtful accounts (627) (638)
Inventory 669 642
Prepaid expenses and other 5,038 3,549
Total current assets 14,303 30,066
Property, plant and equipment, at cost 237,550 224,230
Less accumulated depreciation and
depletion (76,926) (75,219)
Net property, plant and equipment 160,624 149,011
Other assets 6,777 6,317
Total assets $181,704 185,394
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,928 3,072
Federal and state income taxes payable 2,104 6,799
Accrued liabilities 4,737 5,512
Short-term notes payable - 5,914
Long-term debt due within one year 1,835 1,802
Total current liabilities 12,604 23,099
Long-term debt 49,988 41,185
Deferred income taxes 11,667 15,767
Accrued insurance reserves 5,689 5,689
Other liabilities 1,612 1,567
Shareholders' equity:
Preferred stock, no par value;
5,000,000 shares authorized; none issued - -
Common stock, $.10 par value;
25,000,000 shares authorized,
2,941,475 and 2,929,075 shares issued
and outstanding, respectively 294 293
Capital in excess of par value 26,184 25,784
Retained earnings 73,666 72,010
Total shareholders' equity 100,144 98,087
Total liabilities and shareholders' equity $181,704 185,394
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,
2004 2003
Revenues:
Transportation $27,035 23,771
Real estate 4,339 3,913
Total revenues (including related party
revenue of $1,535 and $1,832, respectively) 31,374 27,684
Cost of operations 25,457 22,461
Gross profit 5,917 5,223
Selling, general and
administrative expenses 2,400 2,219
Operating profit 3,517 3,004
Interest expense, net (803) (985)
Income before income taxes 2,714 2,019
Provision for income taxes (1,058) (788)
Income from continuing operations 1,656 1,231
Discontinued operations, net of tax - 87
Net Income $ 1,656 1,318
Earnings per common share-basic:
Income from continuing operations $.56 .42
Discontinued operations - .03
Net income $.56 .45
Earnings per common share-diluted:
Income from continuing operations $.55 .41
Discontinued operations - .03
Net income $.55 .44
Number of shares used in computing:
Basic earnings per common share 2,932 2,933
Diluted earnings per common share 3,000 2,983
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(In thousands)
(Unaudited)
2004 2003
Cash flows from operating activities:
Net income $ 1,656 1,318
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation, depletion and amortization 3,095 3,056
Deferred income taxes (3,530) -
Gain on disposition of real estate and equipment (162) (203)
Tax benefit from stock option exercise 73 4
Net changes in operating assets and liabilities:
Accounts receivable 886 (65)
Prepaid expenses and other current assets (1,516) (274)
Accounts payable and accrued liabilities (489) (2,704)
Income taxes payable (4,695) 671
Net change in insurance reserves and other
liabilities 45 11
Other assets (577) (323)
Net cash (used in) provided by operating activities (5,214) 1,491
Cash flows from investing activities:
Purchase of property and equipment (14,840) (950)
Cash held in escrow 16,553 -
Proceeds from sale of property and equipment 412 308
Net cash provided by (used in) investing activities 2,125 (642)
Cash flows from financing activities:
Proceeds from long-term debt 2,113 8,500
Net increase (decrease) in revolving debt 1,243 (8,362)
Repayment of long-term debt (434) (447)
Exercise of employee stock options 327 31
Net cash provided by (used in) financing activities 3,249 (278)
Net increase in cash and cash equivalents 160 571
Cash and cash equivalents at beginning of year 199 757
Cash and cash equivalents at end of the period $ 359 1,328
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
(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 (primarily 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, 2004 are not
necessarily indicative of the results that may be expected for the
fiscal year ending September 30, 2005. 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, 2004.
Certain reclassifications have been made to the Fiscal 2004
financial statements to conform to the presentation adopted in
Fiscal 2005.
(2) Recent Accounting Pronouncements. In December 2004, the FASB
issued a revised Statement No. 123 "Share-Based Payment." (SFAS
123R) This Statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments
for goods and services, and affects the Company's accounting for
its stock option plans. The standard is effective for the Company
at the beginning of its fourth quarter (July 1, 2005). The Company
intends to use the modified prospective application, and therefore
at the effective date compensation costs shall be included in the
determination of net income for all new, modified, repurchased, or
cancelled awards and all prior awards whose requisite service
conditions have not been met. Compensation costs to be expensed
upon adoption are the grant-date fair value of the stock option
awards.
(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,
2004 2003
Revenues:
Transportation $ 27,035 23,771
Real estate 4,339 3,913
$ 31,374 27,684
Operating profit
Transportation $ 1,450 1,346
Real estate 2,486 2,062
Corporate expenses (419) (404)
$ 3,517 3,004
Identifiable assets December 31, September 30,
2004 2004
Transportation $ 44,916 42,479
Real estate 135,181 125,030
Cash items 359 16,752
Unallocated corporate assets 1,248 1,133
$181,704 185,394
(4) Long-Term debt. Long-term debt is summarized as follows (in
thousands):
December 31, September 30,
2004 2004
Revolving Credit,
Uncollateralized, variable
rate $ 4,444 3,201
Construction loan - 6.17% 4,826 2,713
5.7% to 9.5% mortgage notes
payable in installments
through 2020 42,553 42,987
51,823 48,901
Less portion due in one year 1,835 7,716
$49,988 41,185
The Company has a $37,000,000 uncollaterized Revolving Credit
Agreement with four banks which was to terminate on December 31,
2004. On November 10, 2004, the Company and the four banks entered
into an Amended and Restated Revolving Credit Agreement (the
Revolver) which will terminate on December 31, 2009. The Revolver
bears interest at an initial rate of 1% over the selected LIBOR.
The margin rate may change quarterly based on the Company's ratio
of Consolidated Total Debt to Consolidated Total Capital. An
initial commitment fee of 0.15% per annum is payable quarterly on
the unused portion of the commitment. The commitment fee may also
change quarterly based upon the ratio described above. The Revolver
contains restrictive covenants including limitations on paying cash
dividends.
(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
and risk management services.
(6) Discontinued operations. During fiscal year 2004, the Company
sold three tracts of land that were accounted for as discontinued
operations in accordance with Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" (SFAS 144).
The results of operations of these properties, consisting of
royalty and rental income, operating expenses and depreciation,
have been reclassified to discontinued operations. Income from the
disposed properties, net of income taxes, was $87,000 for the
quarter ended December 31, 2003. This period has been restated
accordingly.
(7) Earnings per share. The following details the denominators of
the basic and diluted earnings per common share computations.
THREE MONTHS
ENDED DECEMBER 31,
2004 2003
Denominator for basic earnings per share -
Weighted average shares outstanding 2,931,832 2,933,203
Shares issuable under stock options
which are potentially dilutive 68,279 50,294
Denominator for diluted earnings per share 3,000,111 2,983,497
(8) 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,
2004 2003
Net income, as reported $ 1,656 1,318
Deduct: Total stock-based
employee compensation
expense determined under
fair value based method
for all awards, net of
related tax effects 225 189
Pro forma net income $ 1,431 1,129
Earnings per share:
Basic-as reported $ .56 .45
Basic-pro forma $ .49 .38
Diluted - as reported $ .55 .44
Diluted - pro forma $ .48 .38
(9) 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.
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 2004, the transportation segment's ten largest
customers accounted for approximately 39% 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.
Comparative Results of Operations for the Three Months Ended
December 31, 2004 and 2003
Consolidated Results. - Net income for the first quarter of fiscal
2005 was $1,656,000, compared to $1,318,000 for the same period
last year. Net income for the first quarter of 2004 included
$87,000 in income from discontinued operations. Fully diluted
earnings per share for the first quarter of fiscal 2005 was $0.55
compared to $0.44 in the first quarter of fiscal 2004, an increase
of 25.6%.
Transportation
Three Months Ended December 31
(dollars in thousands) ___2004 % 2003 %
Transportation revenue $ 24,675 91% 23,021 97%
Fuel surcharges 2,360 9% 750 3%
Revenues 27,035 100% 23,771 100%
Compensation and benefits 10,685 40% 9,915 42%
Fuel expenses 4,899 18% 3,209 13%
Insurance and losses 3,233 12% 2,751 12%
Depreciation expense 1,981 7% 2,025 9%
Other, net 2,806 10% 2,712 11%
Cost of operations 23,604 87% 20,612 87%
Gross profit $ 3,431 13% 3,159 13%
Revenues First Quarter 2005 vs First Quarter 2004 - Transportation
segment revenues were $27,035,000 in the first quarter of 2005, an
increase of $3,264,000 over the same quarter last year. Fuel
surcharges accounted for $1,610,000 of the increase, resulting from
higher diesel fuel costs during the quarter compared to the same
quarter last year. Excluding fuel surcharges, revenue per mile
increased 5.1%, reflecting better pricing for our services. Revenue
miles in the current quarter were up 2.0% compared to the first
quarter of 2004.
Expenses First Quarter 2005 vs First Quarter 2004 - The
Transportation segment cost of operations in the first quarter of
2005 increased $2,992,000 to $23,604,000, as compared to
$20,612,000 in the same quarter last year. The primary factors for
the increase are higher diesel fuel costs and an increase in risk
and health insurance costs. Our average diesel fuel cost per gallon
increased 41.3% in the first quarter of 2005 compared to the same
quarter last year.
Real Estate
Three Months Ended December 31
(dollars in thousands) ___2004 % 2003 %
Royalties and rent $ 1,425 33% 1,465 37%
Developed property rentals 2,914 67% 2,448 63%
Property sales - 0% - 0%
Total Revenue 4,339 100% 3,913 100%
Mining and land rent expenses 357 8% 492 13%
Developed property management 1,496 34% 1,358 35%
Cost of property sold - 0% - 0%
Cost of Operations 1,853 43% 1,850 47%
Gross profit $ 2,486 57% 2,063 53%
Revenues First Quarter 2005 vs First Quarter 2004 - Real Estate
segment revenues for the first quarter of fiscal 2005 were
$4,339,000, an increase of $426,000 or 10.9% over the same quarter
last year. Lease revenue from developed properties increased
$466,000 or 19.0%, due to a 25.4% increase in occupied square feet
resulting from the purchase of two completed buildings in March
2004 and the purchase of one building in early November 2004. These
purchases added 491,000 square feet, of which 339,000 was leased
during the first quarter of fiscal 2005. Royalties from mining
operations decreased as a result of a 7.5% decrease in tons sold as
compared to the same quarter last year.
Expenses First Quarter 2005 vs First Quarter 2004 - Real estate
segment expenses increased slightly to $1,853,000 during the first
quarter of fiscal 2005, compared to $1,850,000 for the same quarter
last year. Expenses related to development activities increased as
a result of the new building additions. The increase in development
expenses was offset by a decrease in depletion costs as a result of
the reduced mining sales.
Consolidated Gross Profit - Consolidated gross profit was
$5,917,000 in the first quarter of fiscal 2005 compared to
$5,223,000 in the same period last year, an increase of 13.3%.
Consolidated selling, general and administrative expense - Selling,
general and administrative expenses were consistent quarter to
quarter. SG&A expense was 7.6% of revenue for the first quarter of
fiscal 2005 compared to 8.0% for the same period last year.
Income from continuing operations - Income from continuing
operations was $1,656,000 or $0.55 per diluted share in the first
quarter of fiscal 2005, an increase of $425,000 or 34.6% compared
to $1,231,000 or $0.41 per diluted share in the same period last
year.
Discontinued Operations - During fiscal 2004 the Company had three
sales of real estate that have been accounted for as discontinued
operations, in accordance with SFAS 144. The income from the
operations of these components have been reflected in the
consolidated income statement as income from discontinued
operations, net of income taxes.
The after-tax net income from the operations of the sold properties
was $87,000 during the first quarter of fiscal 2004.
Net income - As a result of the forgoing, net income increased to
$1,656,000 in the first quarter of fiscal 2005 from $1,318,000 in
the same period last year. Diluted earnings per share increased to
$0.55 in the first quarter of fiscal 2005 from $0.44 in the same
period last year.
Liquidity and Capital Resources
For the first three months of Fiscal 2005, the Company used cash
held in escrow and borrowings under its Revolver and construction
loan to finance its operating activities and the purchase of
$14,840,000 in property and equipment. At September 30, 2004, the
Company had $16,553,000 of cash from the sales of real estate
during fiscal 2004, which were placed in escrow in anticipation of
using the funds in an Internal Revenue Code Section 1031 tax-
deferred exchange. A portion of the funds were used to purchase
land and buildings for $7,200,000. The remaining funds were used
primarily to pay income taxes due on the gains from sales of
properties that were not tax-deferred.
The Company has a $37,000,000 revolving line of credit (Revolver)
under which $32,556,000 was available at December 31, 2004. During
first quarter of fiscal 2005, the Company renewed the Revolver with
substantially the same terms and conditions, except that the
termination date was extended to December 31, 2009.
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, 2004, $3,490,000 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 pursuant to a 15 year
triple net lease. This project is expected to cost approximately
$14,900,000. The Company intends to finance the project through a
construction loan and the Company's existing Revolver. The terms of
the construction financing are for borrowings not to exceed
$11,800,000 for a period not to exceed 18 months converting to a 15
year non-recourse mortgage at project completion. Interest rate is
6.17% for both the construction and mortgage loans. Borrowings
under the construction loan totaled $4,826,0000 at December 31,
2004.
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 our real estate and transportation segments.
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, 2004 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 9 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 16, 2004, the Company
filed a Form 8-K reporting under Item 1.01, Item 2.03
and Item 9.01 that the Company entered into an amended
and restated Revolving Credit Agreement with Wachovia
Bank, National Association.
On December 7, 2004, the Company filed a Form 8-K
reporting under Item 2.02 and Item 9.01, a press
release announcing its earnings for the fourth quarter
and Fiscal year ended September 30, 2004.
On December 14, 2004, the Company filed a Form 8-K
reporting under Item 7.01, certain matters relating to
potential liabilities associated with the Company's
Profit Sharing and Deferred Earnings Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
February 1, 2005 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, 2004
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.
(3)(b)(4) Amendment to the Restated Bylaws of Patriot
Transportation Holding, Inc. adopted May 5, 2004,
incorporated by reference to an exhibit filed with
Form 10-Q for the quarter ended June 30, 2004. 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) Amended and Restated Revolving Credit Agreement dated
November 10, 2004 among Patriot Transportation
Holding, Inc. as Borrower, the Lenders from time to
time party hereto and Wachovia Bank, National
Association as Administrative Agent, incorporated by
reference to the Company's Form 8-K dated November 16,
2004. 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) 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.
File No. 33-26115.
(11) Computation of Earnings per Common Share.
(14) Financial Code of Ethical Conduct applicable to 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. File No. 33-26115.
(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.