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 March 31, 2001. OR [ ] 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 the number of shares outstanding of each of the issuer's classes of common stock, as of May 1, 2001 3,140,066 shares of $.10 par value common stock. PATRIOT TRANSPORTATION HOLDINGS, INC. CONSOLIDATED CONDENSED BALANCE SHEET (In thousands) (Unaudited) March 31, September 30, 2001 2000 ASSETS Current assets: Cash and cash equivalents $ 375 633 Accounts receivable: Affiliates 406 233 Other 14,434 11,406 Less allowance for doubtful accounts (1,195) (869) Inventory of parts and supplies 677 650 Prepaid expenses and other 3,354 3,036 Total current assets 18,051 15,089 Other assets: Real estate held for investment, at cost 5,086 5,216 Goodwill 1,147 1,167 Other 2,629 2,513 Total other assets 8,862 8,896 Property, plant and equipment, at cost 188,224 184,583 Less accumulated depreciation and depletion (64,640) (60,557) Net property, plant and equipment 123,584 124,026 $150,497 148,011 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term note payable to bank $ 7,800 5,600 Accounts payable: Affiliates 55 569 Other 2,771 5,003 Federal and state income taxes 271 1,162 Accrued liabilities 4,077 4,368 Long-term debt due within one year 936 796 Total current liabilities 15,910 17,498 Long-term debt 46,629 42,015 Deferred income taxes 8,529 8,628 Accrued insurance reserves 4,884 4,884 Other liabilities 1,258 1,173 Stockholders' equity: Preferred stock, no par value; 5,000,000 shares authorized - - Common stock, $.10 par value; 25,000,000 shares authorized, 3,140,066 shares issued (3,346,351 at September 30, 2000) 314 335 Capital in excess of par value 11,356 14,740 Retained earnings 61,617 58,738 Total stockholders' equity 73,287 73,813 $150,497 148,011 See accompanying notes. PATRIOT TRANSPORTATION HOLDING, INC. CONSOLIDATED CONDENSED STATEMENT OF INCOME (In thousands except per share amounts) (Unaudited) THREE MONTHS SIX MONTHS ENDED MARCH 31, ENDED MARCH 31, 2001 2000 2001 2000 Revenues: Affiliates $ 2,171 1,767 6,639 3,383 Non-affiliates 29,221 19,799 55,453 38,333 31,392 21,566 62,092 41,716 Cost of operations 25,840 17,747 49,532 34,290 Gross profit 5,552 3,819 12,560 7,426 Selling, general and administrative expense: Affiliates 132 79 264 286 Non-affiliates 3,308 2,085 5,718 3,840 3,440 2,164 5,982 4,126 Operating profit 2,112 1,655 6,578 3,300 Interest expense (868) (849) (1,791) (1,594) Interest income 7 13 12 15 Other income, net (1) (1) (1) (1) Income before income taxes 1,250 818 4,798 1,720 Provision for income taxes 500 319 1,919 671 Net income $ 750 499 2,879 1,049 Basic earnings per common share $ .24 .15 .91 .31 Diluted earnings per common share $ .24 .15 .91 .31 Number of shares used in computing: Basic earnings per share 3,144 3,340 3,175 3,371 Diluted earnings per share 3,147 3,361 3,175 3,393 See accompanying notes. PATRIOT TRANSPORTATION HOLDING INC. CONSOLIDATED STATEMENT OF CASH FLOWS SIX MONTHS ENDED MARCH 31, 2001 AND 2000 (In thousands) (Unaudited) 2001 2000 Cash flows from operating activities: Net income $2,879 1,049 Adjustments to reconcile net income to net cash provided from (used in) operating activities: Depreciation, depletion and amortization 5,757 5,464 Net changes in operating assets and liabilities: Accounts receivable (3,544) (2,188) Inventory of parts and supplies (27) (131) Prepaid expenses (318) (31) Accounts payable and accrued liabilities (3,963) (2,451) Increase(decrease) in deferred income taxes (65) 20 Net change in insurance reserve and other liabilities 86 15 Gain on disposition of real estate, property, plant and equipment (2,165) (563) Other, net 686 (5) Net cash provided from (used in) operating activities (674) 1,179 Cash flows from investing activities: Purchase of property, plant and equipment (6,036) (12,870) Additions to other assets (266) (289) Proceeds from sale of real estate held for investment, property, plant and equipment, and other assets 3,168 1,466 Net cash used in investing activities (3,134) (11,693) Cash flows from financing activities: Proceeds from long-term debt 5,140 5,000 Net increase in short-term debt 2,200 4,500 Repayment of long-term debt (386) (314) Repurchase of Company stock (3,404) (889) Net cash provided from financing activities 3,550 8,297 Net increase (decrease) in cash and cash equivalents (258) (2,217) Cash and cash equivalents at beginning of year 633 2,593 Cash and cash equivalents at end of the period $ 375 376 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest expense, net of amount capitalized $1,791 1,544 Income taxes $3,535 635 Non cash investing activities: Additions to property, plant and equipment from exchanges $ - 254 See accompanying notes. PATRIOT TRANSPORTATION HOLDING, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited) (1) Basis of Presentation. The accompanying consolidated condensed financial statements include the accounts of the Company and its subsidiaries. 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 and six months ended March 31, 2001 are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 2001. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis" should be read in conjunction with the consolidated financial statements and related notes of Patriot Transportation Holding, Inc. for the year ended September 30, 2000. (2) Industry Segments. The Company has identified two business segments, each of which is managed separately along product lines. All the Company's operations are in the United States. The transportation segment hauls liquid and dry bulk commodities in its tank trucks, building and construction materials on its flatbeds, and a variety of cargo through independent agents and owner/operators. The real estate segment owns real estate under mining royalty agreements, commercial properties leased under rental agreements or in the process of being developed for rental and land held for future appreciation or development, some of which is leased. Operating results and certain other financial data for the Company's business segments are as follows (in thousands): Three Months ended Six Months ended March 31, March 31, 2001 2000 2001 2000 Revenues: Transportation $ 27,708 18,407 52,648 35,930 Real estate 3,684 3,159 9,444 5,786 $ 31,392 21,566 62,092 41,716 Operating profit Transportation $ 158 407 1,062 968 Real estate 2,375 1,709 6,330 3,164 Corporate expenses (421) (461) (814) (832) Operating profit $ 2,112 1,655 6,578 3,300 Identifiable assets, at quarter end Transportation 54,362 54,781 Real estate 94,858 89,883 Cash items 375 376 Unallocated corporate assets 902 545 150,497 145,585 (3) Spin-off of Real Estate Business. On August 2, 2000, the Board of Directors approved a resolution to delay consummation of the previously approved reorganization of the Company until some date beyond July 1, 2001. The reorganization will require reauthorization by the Board. The reorganization would result in spinning off to its shareholders a new company that would include the real estate business, while retaining the transportation business in Patriot Transportation Holding, Inc. The Company has obtained a tax ruling from the Internal Revenue Service that confirms that the proposed transaction will be tax-free to the shareholders. Management has recommended delaying the spin-off due to the turbulent conditions in the trucking industry and the need to complete separate internal information systems for its Transportation and Real Estate Groups. The Company also wants to provide additional time for development of its agent/owner- operator subsidiary. For selected information concerning the real estate business, see Note 2. (4) Related Party Transaction. In November 2000, the Company sold two parcels of land to Florida Rock Industries, Inc., an affiliate, for $2,607,000 and recognized a pre-tax gain of $2,034,000. The transactions including the purchase price were reviewed and approved on behalf of the Company by a committee of independent directors after obtaining independent appraisals. (5) Contingent Liabilities. Certain of the Company's subsidiaries are involved in litigation on a number of matters and are subject to certain claims that 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 option of management, none of these matters are expected to have a materially adverse effect on the Company's consolidated financial statements. One of the Company's subsidiaries is a potentially responsible party regarding a Superfund Site. It is the policy of the Company to accrue environmental contamination cleanup costs when it is probable that a liability has been incurred and the amount of such liability is reasonably estimable. The Company has made an estimate of its likely costs in connection with this site and a liability has been recorded. Such liability is not material to the financial statements of the Company. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operating Results For the second quarter and first half of fiscal 2001, consolidated revenues increased $9,826,000 (45.6%) and $20,376,000 (48.8%), respectively, over the same periods last year. The Transportation segment revenues for the second quarter and first half increased $9,301,000 (50.5%) and $16,718,000 (46.5%), respectively, due primarily to a 40.4% and 36.4%, respectively, increase in miles hauled and a modest increase in pricing over the same periods last year. The Company's third- party agent/owner-operator subsidiary, Patriot Transportation, Inc. accounted for 86.3% and 82.4%, respectively, of the increase in miles hauled. The balance of the growth in miles hauled came mainly from the Company's tank line operations which also benefited from modest price increases. Real estate revenues increased $525,000 (16.6%) and $3,658,000 (63.2)% for the second quarter and first half, respectively, to $3,684,000 and $9,444,000, respectively. During the second quarter and first half of fiscal 2001, the Company had revenues from real estate sales of $120,000 and $2,727,000, respectively, as compared to real estate sales of $315,000 for the second quarter and first half of 2000. The balance of the increase in real estate revenues resulted from additional rental income from newly developed commercial properties, rent increases and higher royalties due to increased mining. Consolidated gross profit increased $1,733,000 or 45.4% for the second quarter and increased $5,134,000 or 69.1% for the first half as compared to the same periods last year. Gross profit in the transportation segment increased $1,070,000 (50.8%) for the second quarter and $1,972,000 (46.4%) for the first half. The increase in gross profit for the transportation segment was primarily attributable to the increase in miles hauled, improved margins due to price increases and improved fuel surcharges in the tank line business along with a modest gross profit generated by the third party business. Gross profit in the real estate segment increased $664,000 (38.7%) for the second quarter and $3,162,000 (99.6%) for the first half. Gross profit from real estate sales decreased $40,000 in the second quarter and increased $1,944,000 in the first half of this year as compared to the same periods last year. The remainder of the increase in real estate gross profit came from increased royalties from mining properties and additional rental income from newly developed and existing properties. Selling, general and administrative expense increased $1,276,000 (59.0%) for the second quarter and $1,856,000 (45.0%) for the first half compared to the same periods last year. A continuing adverse economic climate dictated an additional $600,000 increase in the allowance for uncollectible accounts receivable and advances in the third-party transportation subsidiary for the second quarter. The balance of the increase was primarily attributable to administrative support costs for the start up of the new transportation subsidiary, settlement of litigation in the transportation segment and costs associated with establishing in-house information technology resources. Selling, general and administrative expense as a percent of consolidated revenues excluding real estate sales was 11.0% for the second quarter as compared to 10.2% last year and 10.1% for the first half as compared to 10.0% last year. Interest expense increased $19,000 for the second quarter and increased $197,000 for the first half due to an increase in the average debt outstanding and an increase in average interest rate. Income tax expense increased $181,000 for the second quarter and $1,248,000 for the first half of this year as a result of increased income before income taxes. Income tax expense is 40% of income before income tax expense this year as compared to 39% last year. Summary and Outlook The Company's two business segments, transportation and real estate, have continued to experience divergent impacts from a weakened national economy. Real estate revenues, profits and growth momentum have all remained strong and encouraging. Transportation, however, continues to be seriously buffeted by adverse factors ranging from high fuel expenses, increased liability insurance costs and deteriorating demand for dry freight at two of its subsidiaries, SunBelt Transport, Inc. and Patriot Transportation, Inc., which is the Company's third-party transportation business. Operating challenges throughout national dry freight markets are creating an increasingly difficult environment for dry freight trucking companies of all sizes. Predictions for sharply increased fuel costs over the summer do not indicate optimism for near-term easing. Therefore, expectations for improvement in the Company's transportation segment must remain cautious until the operating climate begins to brighten. Financial Condition For the first half of fiscal 2001, issuance of debt under credit agreements and sales of real estate funded the Company's operating activities, purchase of additional property, plant and equipment of $6,036,000 and repurchase of 206,285 shares of common stock for $3,404,000. For the first half of fiscal 2000, net cash flows from operating activities, sales of real estate and issuance of additional long and short-term debt funded the Company's purchase of $12,870,000 of property, plant and equipment and repurchase of common stock for $889,000. The Company continues to maintain its sound financial condition with sufficient resources to meet anticipated capital expenditures and other operating requirements. The Company's revolving credit facility will convert to a term loan on November 15, 2001 if not modified before then. The Company will be evaluating and discussing its long-term revolving credit needs with its bank group and anticipates its revolving credit facility will be extended or modified before it converts to a term loan. Other During fiscal 2000, the transportation segment's ten largest customers accounted for approximately 36% of transportation's revenue. The loss of one or more of these customers could have an adverse effect on the Company's revenue and income. While the Company is affected by environmental regulations, such regulations are not expected to have a major effect on the Company's capital expenditures or operating results. Additional information concerning environmental matters is presented in Note 11 to the consolidated financial statements included in the Company's 2000 Annual Report to Stockholders. Such information is incorporated herein by reference. 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, 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 are among the principal factors that could cause actual results to differ materially from the forward- looking statements: deteriorating economy; availability and terms of financing; competition; freight demand, risk insurance markets; demand for flexible warehouse office capabilities; national economic picture; labor market for drivers; fuel costs; and inflation. 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, 2000 with respect to this item. PART II OTHER INFORMATION Item 1. Legal Proceedings See Note 5 to the consolidated condensed financial statements included in this Form 10-Q. Item 4. Submission of Matters to a Vote of Security Holders On February 7, 2001, the Company held its annual shareholders meeting. At the meeting, the stockholders elected the following directors by the vote shown. Term Votes Votes Broker/ Ending For Withheld Non-Votes John E. Anderson 2005 2,860,377 1,244 308,945 David H. deVilliers,Jr.2005 2,776,127 85,494 308,945 Radford D. Lovett 2005 2,860,377 1,244 308,945 The directors whose terms of office as a director has continued after the meeting are Edward L. Baker, John D. Baker, II, Thompson S. Baker, II, Luke E. Fichthorn, III, Francis X. Knott, Robert H. Paul III, James B. Shephard, Martin E. Stein, Jr. and James H. Winston. The stockholders also voted on a proposal to approve the award of non-discretionary stock options pursuant to each non-employee director of the Company for attendance at each regular Board of Directors' meeting. The proposal was approved by the vote shown. Votes Broker/ For Against Withheld Non-Votes 2,363,711 202,993 294,917 308,945 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. During the three months ended March 31, 2001, no reports on a Form 8-K were filed by the Company. 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. May 9, 2001 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 PATRIOT TRANSPORTATION HOLDING, INC. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2001 EXHIBIT INDEX (3)(a)(1) Articles of Incorporation of Patriot Transportation Holding, Inc. Previously 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. Previously 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. Previously filed as appendix to the Company's Proxy Statement dated December 15, 1994. (3)(a)(4) Amendment to the Articles of Incorporation, filed with the Florida Secretary of State on May 6, 1999. A form of such amendment was previously 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. Previously 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. Previously 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. Previously filed with Form 10-K for the fiscal year ended September 30, 1994. File No. 33-26115. (4)(a) Articles III, VII and XII of the Articles of Incorporation of Patriot Transportation Holding, Inc. Previously filed with Form S-4 dated December 13, 1988. And amended Article III filed with Form 10-K for the fiscal year ended September 30, 1993. And Articles XIII and XIV previously filed as appendix to the Company's Proxy Statement dated December 15, 1994. File No. 33- 026115. (4)(b) Specimen stock certificate of Patriot Transportation Holding, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (4)(c) Credit Agreement dated as of November 15, 1995 among Patriot Transportation Holding, Inc.; SunTrust Bank, Central Florida, National Association; Bank of America Illinois; Barnett Bank of Jacksonville, N.A.; and First Union National Bank of Florida. Previously filed with Form 10-Q for the quarter ended December 31, 1995. File No. 33-26115. (4)(c)(1) First Amendment dated as of September 30, 1998 to the Credit Agreement dated as of November 15, 1995. Previously filed with Form 10-K for the year ended September 30, 1998. File No. 33-26115. (4)(c)(2) Second Amendment dated as of October 31, 2000 to the Credit Agreement dated as of November 15, 1995. Previously filed with Form 10-Q for the quarter ended December 31, 2000. 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 Amendment, dated as May 5, 1999 between the Company and First Union National Bank. Previously filed as Exhibit 4 to the Company's Form 8-K dated May 5, 1999. File No. 33-26115. (10)(a) Various leasebacks 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. Previously 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. Previously 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. 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. Previously filed with Form 10-K for the fiscal year ended September 30, 1993. File No. 33-26115. (10)(e) Split Dollar Agreement dated October 3, 1984, between Edward L. Baker and Florida Rock Industries, Inc. and assignment of such agreement, dated January 31, 1986 from Florida Rock Industries, Inc. to Florida Rock & Tank Lines, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(f) Summary of Management Incentive Compensation Plans. Previously 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. 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. Previously filed with Form S-4 Dated December 13, 1988. File No. 33-26115. (10)(h)(2) Patriot Transportation Holding, Inc. 1995 Employee Stock Option Plan. Previously filed as an appendix to the Company's Proxy Statement dated December 15, 1994. (10)(h)(3) Patriot Transportation Holding, Inc. 2000 Stock Option Plan. Previously filed as an appendix to the Company's Proxy Statement dated December 15, 1999. File No. 33- 26115. (11) Computation of Earnings Per Common Share. Exhibit (11) PATRIOT TRANSPORTATION HOLDING, INC. COMPUTATION OF EARNINGS PER COMMON SHARE (UNAUDITED) THREE MONTHS SIX MONTHS ENDED MARCH 31, ENDED MARCH 31, 2001 2000 2001 2000 Net income $ 750,000 499,000 2,879,000 1,049,000 Common shares: Weighted average shares outstanding during the period - shares used for basic earnings per share 3,144,133 3,339,569 3,174,663 3,371,041 Shares issuable under stock options which are poten- tially dilutive 2,717 21,858 325 21,468 Shares used for diluted earnings per share 3,146,850 3,361,427 3,174,988 3,392,509 Basic earnings per common share $.24 .15 .91 .31 Diluted earnings per common share $.24 .15 .91 .31 8