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<SEC-DOCUMENT>0000844059-01-500007.txt : 20020413
<SEC-HEADER>0000844059-01-500007.hdr.sgml : 20020413
ACCESSION NUMBER: 0000844059-01-500007
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20010930
FILED AS OF DATE: 20011221
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: PATRIOT TRANSPORTATION HOLDING INC
CENTRAL INDEX KEY: 0000844059
STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210]
IRS NUMBER: 592924957
STATE OF INCORPORATION: FL
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-17554
FILM NUMBER: 1820836
BUSINESS ADDRESS:
STREET 1: 801 ART MUSEUM DRIVE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32207
BUSINESS PHONE: 9043965733
MAIL ADDRESS:
STREET 1: 155 E 21ST ST
CITY: JACKSONVILLE
STATE: FL
ZIP: 32206
FORMER COMPANY:
FORMER CONFORMED NAME: FRP PROPERTIES INC
DATE OF NAME CHANGE: 19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>pattext.txt
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-26115
PATRIOT TRANSPORTATION HOLDING, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2924957
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification
No.)
1801 Art Museum Drive, Jacksonville, Florida 32207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 904/396-5733
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.10 par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K. [ ]
At December 3, 2001 aggregate market value of the shares of Common
Stock held by non-affiliates of the registrant was $31,277,898. At
such date there were 3,140,066 shares of the registrant's stock
outstanding.
Documents Incorporated by Reference
Portions of the Patriot Transportation Holding, Inc. 2001 Annual
Report to Stockholders are incorporated by reference in Parts I and
II.
Portions of the Patriot Transportation Holding, Inc. Proxy Statement
dated December 28, 2001 are incorporated by reference in Part III.
PART I
Item 1. BUSINESS.
Patriot Transportation Holding, Inc., which was incorporated in
Florida in 1988, and its subsidiaries (the "Company") are engaged
in the transportation and real estate businesses. The Company's
transportation business is now conducted through two wholly owned
subsidiaries. Florida Rock & Tank Lines, Inc.("Tank Lines"),and
SunBelt Transport, Inc. ("SunBelt"). Tank Lines is a Southeastern
transportation company concentrating in the hauling by motor
carrier of liquid and dry bulk commodities. SunBelt serves the
flatbed portion of the trucking industry in the Southeast, Midwest
and Mid-Atlantic states, hauling primarily construction materials.
On August 10, 2001 the Company announced it was discontinuing the
operation of its third-party agent/owner-operator subsidiary,
Patriot Transportation, Inc.("Patriot"). Patriot hauled a variety
of cargo, throughout the United States, through independent
contractors until it ceased operations in September 2001.
The Company's real estate activities are conducted through several
wholly owned subsidiaries. Florida Rock Properties, Inc.
("Properties") owns real estate of which a substantial portion is
under mining royalty agreements or leased to Florida Rock
Industries, Inc. ("FRI"), a related party. FRI accounted for
approximately 8.8% of the Company's consolidated revenues for
fiscal 2001. Properties also holds certain other real estate for
investment. Other wholly owned subsidiaries of the Company own and
are developing certain industrial rental properties near Baltimore,
Maryland and Jacksonville, Florida. Substantially all of the real
estate operations are conducted within the Southeastern and Mid-
Atlantic United States.
The Company has two business segments: transportation and real
estate. Industry segment information is presented in Notes 2 and
10 to the consolidated financial statements included in the
accompanying 2001 Annual Report to Stockholders and is
incorporated herein by reference.
In August 2000, the Board of Directors approved a resolution
delaying the previously approved reorganization to a date beyond
July 1, 2001, which would have resulted in a spin-off to
shareholders of the real estate operations. As of September 30,
2001, the reorganization has been delayed indefinitely.
Revenues from royalties and from a portion of the trucking
operations are subject to factors affecting the level of general
construction activity. A decrease in the level of general
construction activity in any of the Company's market areas may
have an adverse effect on such revenues and income derived
therefrom.
Transportation. Tank Lines is engaged in hauling liquid and dry
bulk commodities in tank trucks. SunBelt is engaged in hauling
primarily building and construction materials on flatbed
trailers. Before closing its operations in September 2001,
Patriot was engaged in the hauling of a variety of cargo through
independent agents and owner-operators. Information as to the
transportation segment's revenue by principal markets is
presented on page 5 of the accompanying 2001 Annual Report to
Stockholders under the caption, "Management Analysis" and is
incorporated herein by reference.
Tank Lines' owned and leased tank truck fleet hauls liquid and
dry bulk commodities, including petroleum and chemicals. It
operates from terminals in Jacksonville, Orlando, Panama City,
Pensacola, Port Everglades, Tampa and White Springs, Florida;
Albany, Atlanta, Augusta, Bainbridge, Columbus, Dalton, Macon and
Savannah, Georgia; Knoxville, Tennessee; and Birmingham, Alabama.
The Company has from two to six major tank truck competitors in
each of its markets.
SunBelt's owned and leased flatbed fleet is based in Jacksonville
and Tampa, Florida; Atlanta and Savannah, Georgia; Salisbury,
North Carolina; and South Pittsburg, Tennessee and hauls
primarily building and construction materials in Southeastern,
Midwestern and Mid-Atlantic states. There are ten major
competitors in the Company's market area and numerous small
competitors in the various states served.
Patriot began operations in December 1999 and ceased operations in
September 2001. Patriot was a non-asset based variable cost
transportation company that provided transportation services to
shippers through a network of independent sales agents and
contractors. Patriot's business was such that a significant
portion of its operating costs varied directly with revenue.
Independent sales agents and contractors were compensated based on
a percentage of revenue generated by them. Patriot hauled a
variety of cargo including metal products, building materials, dry
freight and machinery and equipment throughout the United States.
Trailers were hauled exclusively by tractors belonging to the
independent contractors and fleet owners. The Company attributed
the decision to close Patriot to declining operating margins from
the continuing high administrative costs to support this start up
business, sharply higher liability insurance costs and an adverse
economic climate. Additional information is presented in Note 3
to the consolidated financial statements included in the
accompanying 2001 Annual Report to Stockholders and is
incorporated herein by reference.
At September 30, 2001, the Company was not committed to purchase
additional tractors or trailers but expects to continue its
routine fleet replacement and modernization program during 2002.
Price, service, and location are the major factors which affect
competition within a given market.
During fiscal 2001 the continuing transportation segment's ten
largest customers accounted for approximately 44.5% of
transportation's revenue excluding Patriot. The loss of any one
of these customers could have an adverse effect on the Company's
revenues and income.
The Company hauls construction aggregates, diesel fuel and
supplies for FRI. Revenues from services provided to FRI
accounted for 1.2% of transportation revenues excluding Patriot.
Real Estate. The Company's real estate and property development
activities are conducted through several wholly owned
subsidiaries.
The Company owns real estate in Florida, Georgia, Virginia,
Maryland, and Washington, D.C. The real estate owned falls
generally into one of three categories. The first is
construction aggregates properties with stone or sand and gravel
deposits, of which substantially all is leased to FRI under
mining royalty agreements. The Company is paid a percentage of
the revenues generated by the material mined and sold, or minimum
royalties where there is no current, or only limited, mining
activity. The second is land and/or buildings leased under
rental agreements or being developed for rental. The third is
land that is being held for future appreciation or development.
Additional information about the Company's real estate segment is
contained on page 1 under the captions "Real Estate Group" and in
Notes 2 and 10 to the consolidated financial statements included
in the accompanying 2001 Annual Report to Stockholders and is
incorporated herein by reference.
The Company's real estate strategy of developing high quality,
flexible warehouse/office space continues to be successful as 94%
of the warehouse/office portfolio of approximately 1.3 million
square feet was leased at September 30, 2001.
Price, location, rental space availability, structural design,
property management services and flexibility are the major
factors that affect competition in the warehouse rental market.
The Company experiences considerable competition in all of its
markets.
In fiscal 2001, real estate revenues, excluding the sale of real
estate, were divided approximately 38.6% from mining and minimum
royalties and 61.4% from rentals. FRI accounted for
approximately 50.6% of such revenue.
Environmental Matters. While the Company is affected by
environmental regulations, such regulations are not expected to
have a major effect on the Company's capital expenditures or
operating results. Additional information concerning
environmental matters is presented in Note 12 to the consolidated
financial statements included in the accompanying 2001 Annual
Report to Stockholders and in Item 3 "Legal Proceedings" of this
Form 10-K, and such information is incorporated herein by
reference.
Employees. The Company employed approximately 835 people in its
transportation group, 15 of whom were subsequently terminated due
to the shut down of Patriot, 11 people in its real estate group,
and 4 people in its corporate offices at September 30, 2001.
EXECUTIVE OFFICERS OF THE COMPANY
Name Age Office Position Since
Edward L. Baker 66 Chairman of the Board May 3, 1989
John E. Anderson 56 President & Chief Feb. 17, 1989
Executive Officer
David H.
DeVilliers, Jr. 50 Vice President Feb. 28, 1994
Ray M.Van Landingham 58 Vice President, Finance Dec. 6, 2000
and Administration
and Chief Financial
Officer
Ish Copley 68 President of SunBelt Aug. 19, 1992
Transport, Inc.
John R. Mabbett III 42 President of Florida Jan. 1, 1993
Rock & Tank Lines, Inc.
All of the above officers have been employed in their respective
positions for the past five years, except Ray Van Landingham who
was Vice President, Finance and Administration of the
Jacksonville Port Authority from December 1991 to November 2000.
John D. Baker II, who is the brother of Edward L. Baker, and
Thompson S. Baker II, who is the son of Edward L. Baker, are on
the Board of Directors of the Company.
All executive officers of the Company are elected by the Board of
Directors.
Item 2. PROPERTIES.
The Company's principal properties are located in Florida,
Georgia, Virginia, Washington, D.C., and Maryland.
Transportation Properties. At September 30, 2001, the Company
operated and owned a fleet of 524 trucks, two of which were
leased, and owned a fleet of 738 trailers. The Company has 19
sites for its trucking terminals in Florida, Georgia, Alabama and
Tennessee totaling approximately 90 acres. Of these acres, the
Company owned approximately 79 and leased approximately 11.
Construction Aggregates Properties. The following table
summarizes the Company's principal construction aggregates
locations and estimated reserves at September 30, 2001,
substantially all of which are leased to FRI.
Tons of
Tons Mined Estimated
in Year Reserves
Ended at
9/30/01 9/30/01 Approximate
(000's) (000's) Acres Owned
The Company owns sixteen
locations currently being
mined in Brooksville,
Miami, Grandin, Gulf
Hammock, Keuka, Newberry
Lake Wales and in Marion and
Lake Counties, Florida;
Columbus, Macon, Forest Park
and Tyrone, Georgia; St.
Mary's County, Maryland;
and Manassas, Virginia. 13,423 489,310 18,785
The Company owns two locations
being leased but not currently
being mined, in Ft. Myers,
and Grandin, Florida. -0- 124,000 1,993
Development Properties. The Company owns approximately 120 acres
of land in Virginia and Washington, D.C. and an office building
and approximately 6 acres in Florida which are leased to FRI.
The Company owns eight parcels of land near Baltimore, Maryland
as follows:
The first contains approximately 11 acres with a commercial
warehouse and office space (162,796 square feet), which at
November 1, 2001 was 81% leased.
The second contains approximately 17 acres with 195,615 square
feet of commercial warehouse and office space of which at
November 1, 2001 was 100% leased.
The third contains approximately 10 acres with 189,212 square
feet of commercial/warehouse space that was 100% leased at
November 1, 2001.
The fourth contains 8.5 acres with an office building (29,437
square feet) which is 6% occupied by the Company with the balance
100% leased, including 25% leased to FRI.
The fifth site contains 5.285 acres with 83,100 square feet of
warehouse space that was 100% leased at November 1, 2001.
The sixth site contains 5.849 acres with 84,600 square feet of
warehouse space that was 100% leased at November 1, 2001.
The seventh site is a 134 acre tract of land in Harford County,
Maryland. The site is being used for the development of the
Lakeside Business Park. A 5.2 acre section has been developed
with 110,875 square feet of commercial warehouse space that was
100% leased on November 1, 2001. Two sections of 4.25 acres each
have been developed with 132,484 square feet of commercial
warehouse space that was 100% leased at November 1, 2001. A 6.11
acre section has been developed with 96,800 square feet of
warehouse space that was 100% leased at November 1, 2001. An
8.28 acre site has been developed with 95,200 square feet of
commercial warehouse that was 50% leased at November 1, 2001. A
13.91 acre site has been developed with 99,100 square feet of
commercial warehouse space that is 100% leased at November 1,
2001. A 9.95 acre site is being developed with 130,200 square
feet of commercial warehouse space, under construction at
September 30, 2001 that is 67% pre-leased. Approximately 31
acres remain available for development and are capable of
supporting 485,000 square feet of new development.
The eighth site is a 59 acre tract in Anne Arundel County,
Maryland near the Baltimore-Washington International Airport.
The project, Hillside Business Park, will provide the Company an
opportunity to develop 575,000 square feet of warehouse/office
space. Grading and infrastructure work on the site began in the
spring of 2000, and construction of the first building is
anticipated to commence during the spring of 2002.
Other Properties. In addition to the development, mining and
rental sites, the Company owns approximately 8,439 acres of
investment and other real estate, of which approximately 6,326
acres are in Suwannee County and Columbia County, Florida and are
leased to FRI.
The Company continues permitting and preliminary horizontal
development work for a 50-acre, rail-served site on Commonwealth
Avenue in Jacksonville, Florida near the western beltway of
Interstate-295. This site is planned for roughly 500,000 square
feet of eventual build-out.
The Company owns a 5.8 acre site on the banks of the Anacostia
River in the Washington DC area which was rezoned in November
1999 from industrial to Planned Unit Development (PUD). The
zoning allows the development of a 1.5 million square foot
commercial office component together with associated waterfront
enhancements. An application has been filed for a two-year
extension of the original PUD zoning.
At September 30, 2001 certain property, plant and equipment
having a carrying value of $31,925,000 was pledged on certain
notes and contracts with an outstanding principal balance
totaling $27,074,000.
In addition, certain properties having a carrying value at
September 30, 2001 of $1,080,000 were encumbered by industrial
revenue bonds that are the liability of FRI. FRI has agreed to
pay such debt when due (or sooner if FRI cancels its lease of
such property), and further has agreed to indemnify and hold
harmless the Company.
Item 3. LEGAL PROCEEDINGS.
Note 12 to the Consolidated Financial Statements included in the
accompanying 2001 Annual Report to Stockholders is incorporated
herein by reference.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No reportable events.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
There were approximately 788 holders of record of Patriot
Transportation Holding, Inc. common stock, $.10 par value, as of
December 3, 2001. The Company's common stock is traded on the
Nasdaq Stock Market (Symbol PATR). Information concerning stock
prices is included under the caption "Quarterly Results" on page
4 of the Company's 2001 Annual Report to Stockholders, and such
information is incorporated herein by reference. The Company has
not paid a cash dividend in the past and it is the present policy
of the Board of Directors not to pay cash dividends. Information
concerning restrictions on the payment of cash dividends is
included in Note 4 to the consolidated financial statements
included in the accompanying 2001 Annual Report to Stockholders
and such information is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA.
Information required in response to this Item 6 is included under
the caption "Five Year Summary" on page 4 of the Company's 2001
Annual Report to Stockholders and such information is
incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Information required in response to this Item 7 is included under
the caption "Management Analysis" on pages 5 and 6; under the
caption "Capital Expenditures" on page 1; and in Notes 1 through
13 to the consolidated financial statements included in the
accompanying 2001 Annual Report to Stockholders and in Item 3
"Legal Proceedings" of this Form 10-K. Such information is
incorporated herein by reference.
Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The Company is exposed to market risk from changes in interest
rates. For its cash and cash equivalents a change in interest
rates affects the amount of interest income that can be earned.
For its debt instruments changes in interest rates affect the
amount of interest expense incurred.
The following table provides information about the Company's
financial instruments that are sensitive to changes in interest
rates:
Interest rate sensitivity
2002 2003 2004 2005 2006 Thereafter Total Fair Value
Liabilities:
Bank lines of credit $ 7,800 7,800 7,800
Weighted average
interest rate 4.2%
Long-term debt at
fixed rates $ 977 1,058 1,146 1,177 1,276 21,440 27,074 27,823
Weighted average
interest rate 7.8% 7.8 7.8 7.8 7.8 7.8
Bank revolving credit at
variable interest $21,000 21,000 21,000
rate
Weighted average
Interest rate 4.6%
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required in response to this Item 8 is included under
the caption "Quarterly Results" on page 4 and on pages 7 through
15 of the Company's 2001 Annual Report to Stockholders. Such
information is incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
No reportable events.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding the executive officers of the Company is
set forth under the caption "Executive Officers of the Company"
in Part I of this Form 10-K.
Information concerning directors, required in response to this
Item 10, is included under the captions "Election of Directors"
and "Section 16(a) Beneficial Ownership Reporting Compliance" in
the Company's Proxy Statement dated December 28, 2001; and such
information is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION.
Information required in response to this Item 11 is included
under the captions "Executive Compensation," "Compensation
Committee Report," "Compensation Committee Interlocks and Insider
Participation," and "Shareholder Return Performance" in the
Company's Proxy Statement dated December 28, 2001; and such
information is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Information required in response to this Item 12 is included
under the captions "Common Stock Ownership of Certain Beneficial
Owners" and "Common Stock Ownership by Directors and Officers" in
the Company's Proxy Statement dated December 28, 2001; and such
information is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required in response to this Item 13 is included
under the captions "Compensation Committee Interlocks and Insider
Participation" and "Certain Relationships and Related
Transactions" in the Company's Proxy Statement dated December 28,
2001 and such information is incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) (1)and(2) Financial Statements and Financial Statement
Schedules.
The response to this item is submitted as a separate
section. See Index to Financial Statements and
Financial Statement Schedules on page 18 of this
Form 10-K.
(3)Exhibits.
The response to this item is submitted as a separate
section. See Exhibit Index on pages 14 through 17
of this Form 10-K.
(b) Reports on Form 8-K.
During the three months ended September 30, 2001, a
report on Form 8-K dated August 10, 2001 reporting
under Item 5 the discontinuance of the operations of
its third party agent/owner operator subsidiary,
Patriot Transportation, Inc., was filed by the Company.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Patriot Transportation Holding, Inc.
Date: December 21, 2001 By JOHN E. ANDERSON
John E. Anderson
President and Chief Executive
Officer
By RAY M. VAN LANDINGHAM
Ray M. Van Landingham
Vice President, Finance &
Administration and Chief Financial
Officer (Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on December 5, 2000.
JOHN E. ANDERSON DAVID H. deVILLIERS, Jr.
John E. Anderson David H. deVilliers, Jr.
Director, President, and Chief Director
Executive Officer
(Principal Executive and Accounting LUKE E. FICHTHORN III
Officer) Luke E. Fichthorn III
Director
RAY M. VAN LANDINGHAM____________ FRANCIS X. KNOTT
Ray M. Van Landingham Francis X. Knott
Vice President, Finance and Director
Administration
(Principal Financial and ROBERT H. PAUL III
Accounting Officers) Robert H. Paul
Director
EDWARD L. BAKER MARTIN E. STEIN, Jr.
Edward L. Baker Martin E. Stein
Director Director
JOHN D. BAKER II JAMES H. WINSTON
John D. Baker II James H. Winston
Director Director
THOMPSON S. BAKER II
Thompson S. Baker II
Director
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
EXHIBIT INDEX
[Item 14(a)(3)]
(3)(a)(1) Articles of Incorporation of Patriot
Transportation Holding, Inc., incorporated
by reference to the corresponding exhibit
filed with Form S-4 dated December 13,
1988.
File No. 33-26115
(3)(a)(2) Amendment to the Articles of Incorporation
of Patriot Transportation Holding, Inc.
filed with the Secretary of State of
Florida on February 19, 1991 incorporated
by reference to the corresponding exhibit
filed with Form 10-K for the fiscal year
ended September 30, 1993.
File No. 33-26115
(3)(a)(3) Amendments to the Articles of
Incorporation of Patriot Transportation
Holding, Inc. filed with the Secretary of
State of Florida on February 7, 1995,
incorporated by reference to an appendix
to the Company's Proxy Statement dated
December 15, 1994.
(3)(a)(4) Amendment to the Articles of
Incorporation, filed with the Florida
Secretary of State on May 6, 1999
incorporated by reference to a form of
such amendment filed as Exhibit 4 to the
Company's Form 8-K dated May 5, 1999.
File No. 33-26115
(3)(a)(5) Amendment to the Articles of Incorporation
of Patriot Transportation Holding, Inc.
filed with the Secretary of State of
Florida on February 21, 2000, incorporated
by reference to the corresponding exhibit
filed with Form 10-Q for the quarter ended
March 31, 2000.
File No. 33-26115
(3)(b)(1) Restated Bylaws of Patriot Transportation
Holding, Inc. adopted December 1, 1993,
incorporated by reference to the
corresponding exhibit filed with Form 10-K
for the fiscal year ended September 30,
1993. File No. 33-26115
(3)(b)(2) Amendment to the Bylaws of Patriot
Transportation Holding, Inc. adopted
August 3, 1994, incorporated by reference
to the corresponding exhibit filed with
Form 10-K for the fiscal year ended
September 30, 1994.
File No. 33-26115
(4)(a) Articles III, VII and XII of the Articles
of Incorporation of Patriot Transportation
Holding, Inc, incorporated by reference to
an exhibit filed with Form S-4 dated
December 13, 1998. And amended Article
III, incorporated by reference to an
exhibit filed with Form 10-K for the
fiscal year ended September 30, 1993. And
Articles XIII and XIV, incorporated by
reference to an appendix filed with the
Company's Proxy Statement dated December
15, 1994. File No. 33-26115
(4)(b) Specimen stock certificate of Patriot
Transportation Holding, Inc, incorporated
by reference to an exhibit filed with
Form S-4 dated December 13, 1988.
File No. 33-26-115
(4)(c) Credit Agreement dated as of November 15,
1995 among Patriot Transportation Holding,
Inc.; SunTrust Bank, Central Florida,
National Association; Bank of America
Illinois; Barnett Bank of Jacksonville,
N.A.; and First Union National Bank of
Florida, incorporated by reference to an
exhibit filed with Form 10-Q for the
quarter ended December 31, 1995.
File No. 33-26115
(4)(c)(1) First Amendment dated as of September 30,
1998 to the Credit Agreement dated as of
November 15, 1995, incorporated by
reference to an exhibit filed with Form
10K for the year ended September 30, 1998.
(4)(c)(2) Second Amendment dated as of October 31,
2000 to the Credit Agreement dated as of
November 15, 1995,incorporated by
reference to an exhibit filed with Form
10-Q for the quarter ended December 31,
2000. File No. 333-26115.
(4)(d) The Company and its consolidated
subsidiaries have other long-term debt
agreements which do not exceed 10% of the
total consolidated assets of the Company
and its subsidiaries, and the Company
agrees to furnish copies of such
agreements and constituent documents to
the Commission upon request.
(4)(e) Rights Agreement, dated as May 5, 1999
between the Company and First Union
National Bank, incorporated by reference
to Exhibit 4 to the Company's Form 8-K
dated May 5, 1999. File No. 33-26115.
(10)(a) Various lease backs and mining royalty
agreements with Florida Rock Industries,
Inc., none of which are presently believed
to be material individually, except for
the Mining Lease Agreement dated September
1, 1986, between Florida Rock Industries
Inc. and Florida Rock Properties, Inc.,
successor by merger to Grandin Land, Inc.
(see Exhibit (10)(c)), but all of which
may be material in the aggregate,
incorporated by reference to an exhibit
filed with Form S-4 dated December 13,
1988. File No. 33-26115.
(10)(b) License Agreement, dated June 30, 1986,
from Florida Rock Industries, Inc. to
Florida Rock & Tank Lines, Inc. to use
"Florida Rock" in corporate names,
incorporated by reference to an exhibit
filed with Form S-4 dated December 13,
1988. File No. 33-26115.
(10)(c) Mining Lease Agreement, dated September 1,
1986, between Florida Rock Industries,
Inc. and Florida Rock Properties, Inc.,
successor by merger to Grandin Land, Inc.
incorporated by reference to an exhibit
previously filed with Form S-4 dated
December 13, 1988. File No. 33-26115.
(10)(d) Summary of Medical Reimbursement Plan of
Patriot Transportation Holding, Inc.,
incorporated by reference to an exhibit
filed with Form 10-K for the fiscal year
ended September 30, 1993. File No. 33-
26115.
(10)(e) Split Dollar Agreement dated October 3,
1984, between Edward L. Baker and Florida
Rock Industries, Inc. and assignment of
such agreement, dated January 31, 1986
from Florida Rock Industries, Inc. to
Florida Rock & Tank Lines, Inc.,
incorporated by reference to an exhibit
filed with Form S-4 dated December 13,
1988. File No. 33-26115.
(10)(f) Summary of Management Incentive
Compensation Plans, incorporated by
reference to an exhibit filed with Form
10-K for the fiscal year ended September
30, 1994. File No. 33-26115.
(10)(g) Management Security Agreements between the
Company and certain officers,
incorporated by reference to a form of
agreement previously filed (as Exhibit
(10)(I)) with Form S-4 dated December 13,
1988. File No. 33-26115.
(10)(h)(1) Patriot Transportation Holding, Inc. 1989
Employee Stock Option Plan, incorporated
by reference to an exhibit filed with Form
S-4 dated December 13, 1988. File No. 33-
26115
(10)(h)(2) Patriot Transportation Holding, Inc. 1995
Stock Option Plan, incorporated by
reference to an appendix to the Company's
Proxy Statement dated December 15,
1994.
(10)(h)(3) Patriot Transportation Holding, Inc. 2000
Stock Option Plan, incorporated by
reference to an appendix to the Company's
Proxy Statement dated December 15, 1999.
File No. 33-26115.
(11) Computation of Earnings Per Common Share.
(13) The Company's 2001 Annual Report to
stockholders, portions of which are
incorporated by reference in this Form
10-K. Those portions of the 2001 Annual
Report to Stockholders which are not
incorporated by reference shall not be
deemed to be filed as part of this Form
10-K.
(22) Subsidiaries of Registrant at September
30, 2001: Florida Rock & Tank Lines, Inc.
(a Florida corporation) Florida Rock
Properties, Inc. (a Florida corporation)
FRP Development Corp. (a Maryland
corporation) FRP Maryland, Inc. (a
Maryland corporation) 34 Loveton Center
LLC (a Maryland limited liability company)
FRTL, Inc. (a Florida corporation)SunBelt
Transport, Inc. (a Florida Corporation)Oz
LLC(a Maryland limited liability company)
FRP Delaware, Inc. (a Delaware
corporation) 1502 Quarry, LLC(a Maryland
limited liability company) FRP Lakeside
LLC #1 (a Maryland limited company) FRP
Lakeside LLC #2 (a Maryland limited
liability company), FRP Lakeside LLC #3 (a
Maryland limited liability company), FRP
Lakeside LLC #4 (a Maryland limited
liability company), FRP Lakeside LLC #5 (a
Maryland limited liability company), FRP
Hillside LLC (a Maryland limited liability
company) FRP Windsor LLC (a Maryland
limited liability company), FRP Dorsey LLC
(a Maryland limited liability company)
Patriot Transportation, Inc.(a Florida
corporation)
(23)(a) Consent of Deloitte & Touche LLP,
Independent Certified Public Accountants,
appears on page 19 of this Form 10-K.
PATRIOT TRANSPORTATION HOLDING, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a) (1) and 2))
Page
Consolidated Financial Statements:
Consolidated balance sheets at September 30, 2001
and 2000 8(a)
For the years ended September 30, 2001, 2000 and 1999:
Consolidated statements of income 7(a)
Consolidated statements of stockholders' equity 10(a)
Consolidated statements of cash flows 9(a)
Notes to consolidated financial statements 11-15(a)
Independent Auditors' Report 16(a)
Selected quarterly financial data (unaudited) 4(a)
Consent of Independent Certified Public Accountants 19(b)
Independent Auditors' Report 20(b)
Consolidated Financial Statement Schedules:
II - Valuation and qualifying accounts 21(b)
III - Real estate and accumulated depreciation and
Depletion 22-23(b)
(a) Refers to the page number in the Company's 2001
Annual Report to Stockholders. Such
information is incorporated by reference in
Item 8 of this Form 10-K.
(b) Refers to the page number in this Form 10-K.
All other schedules have been omitted, as they are not required
under the related instructions, are inapplicable, or because the
information required is included in the consolidated financial
statements.
Independent Auditors' Consent Exhibit 23(a)
We consent to the incorporation by reference in Registration
Statement Nos. 33-43215, 33-18878 and 33-55132 of Patriot
Transportation Holding, Inc. on Forms S-8 of our report dated
December 10, 2001, appearing in this Annual Report on Form 10-K of
Patriot Transportation Holding, Inc. for the year ended September
30, 2001.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
December 21, 2001
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Patriot Transportation Holding, Inc.
Jacksonville, Florida
We have audited the consolidated financial statements of Patriot
Transportation Holding, Inc. and subsidiaries ("Patriot") as of
September 30, 2001 and 2000, and for each of the three years in the
period ended September 30, 2001, and have issued our report thereon
dated December 10, 2001; such consolidated financial statements and
report are included in your 2001 Annual Report to Stockholders and
are incorporated herein by reference. Our audits also included the
financial statement schedules of Patriot, listed in Item 14. These
financial statement schedules are the responsibility of Patriot's
management. Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statement schedules,
when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material respects
the information set forth therein.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Jacksonville, Florida
December 10, 2001
PATRIOT TRANSPORTATION HOLDING, INC.
SCHEDULE II (CONSOLIDATED) - VALUATION
AND QUALIFYING ACCOUNTS
YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999
ADDITIONS ADDITIONS
BALANCE CHARGED TO CHARGED TO BALANCE
AT BEGIN. COST AND OTHER AT END
OF YEAR EXPENSES ACCOUNTS DEDUCTIONS OF YEAR
Year Ended
September 30, 2001:
Allowance for
Doubtful accounts $ 868,541 $1,177,379 $ - $ 885,869(a)$ 1,160,051
Accrued risk
insurance $5,397,442 $6,221,228 - $5,586,319(b)$ 6,032,351
Accrued health
Insurance 989,608 2,517,708 - 2,429,164(b) 1,078,152
Totals -
insurance $6,387,050 $8,738,936 $0 $8,015,483 $ 7,110,503
Year Ended
September 30, 2000:
Allowance for
doubtful accounts $ 284,318 $ 858,629 - $ 274,406(a) $ 868,541
Accrued risk
insurance $5,385,393 $4,452,376 - $4,440,327(b) $5,397,442
Accrued health
insurance 913,377 2,187,462 - 2,111,231(b) 989,608
Totals -
insurance $6,298,770 $6,639,838 $0 $6,551,558 $6,387,050
Year Ended
September 30, 1999:
Allowance for
doubtful accounts $ 272,318 $ 12,000 - $ 284,318
Accrued risk
insurance $4,545,457 $4,016,846 - $3,176,910(b)$5,385,393
Accrued health
insurance 841,789 1,480,947 - 1,409,359(b) 913,377
Totals -
insurance $5,387,246 $5,497,793 $0 $4,586,269 $6,298,770
(a) Accounts written off less recoveries
(b) Payments
PATRIOT TRANSPORTATION HOLDING, INC.
SCHEDULE III(CONSOLIDATED)-REAL ESTATE & ACCUMULATED DEPRECIATION AND
DEPLETION
SEPTEMBER 30, 2001
<TABLE>
<CAPTION>
<s> <c> <c> <c> <c>
<c> <c> <c> <c> <c>
Cost capi- Gross amount Year Deprecia-
Encumb- Initial cost talized at which Accumulated
Of Date tion Life
County State rances to subsequent
carried at Depreciation Constr- Acquired Computed
Company to acquisition end of period tion
on:
(a)
Construction Aggregates
<s> <c> <c> <c> <c> <c>
<c> <c> <c> <c>
Alachua Florida 1,442,011 0 1
,442,011 72,345 n/a 4/86 unit
Clayton Georgia 381,787 0
381,787 4,506 n/a 4/86 unit
Dade Florida 9,374,660 0
9,374,660 9,067,825 n/a 4/86 unit
Fayette Georgia 84,839 684,747 0
684,747 47,377 n/a 4/86 unit
Hernando Florida 3,174,084 324,852 3,498,936
943,501 n/a 4/86 unit
Lake Florida 1,485,153 0
1,485,153 1,040,801 n/a 4/86 unit
Lee Florida 4,690,269 5,937
4,696,206 2,820 n/a 4/86 unit
Levy Florida 1,280,643 83,365
1,364,008 421,907 n/a 4/86 unit
Marion Florida 1,180,366 0
1,180,366 599,478 n/a 4/86 unit
Monroe Florida 840,442 0 840,442
231,785 n/a 4/86 unit
Muscogee Georgia 368,674 0 368,674
47,478 n/a 4/86 unit
Polk Florida 120,502 0 120,502
75,285 n/a 4/86 unit
Prince Wil. Virginia 298,464 0 298,464
278,090 n/a 4/86 unit
Putnam Florida 15,002,257 48,538 15,050,795
2,769,275 n/a 4/86 unit
St. Marys Maryland 1,269,818 12,160
1,281,978 530,987 n/a 4/86 unit
84,839 41,593,877 474,852
42,068,729 16,133,460
Other Rental Property
District of Columbia 6,767,875 4,989,641 11,757,516
922,513 n/a 4/86 15 yr.
Fairfax Virginia 2,035,014 22,789 2,057,803 -
n/a 4/86 -
Putnam Florida 326,129 51,323 377,452 308,307
n/a 4/86 10 yr.
Spalding Georgia 19,572 0 19,572 - n/a 4/86
-
Suwannee Florida 168,124 4,528,748 382,215 4,910,963
881,726 n/a 4/86 10 yr.
168,124 13,677,338 5,445,968 19,123,306 2,112,546
Commercial Property
Baltimore Maryland 1,502,154 439,120 2,906,751 3,345,871
1,180,485 1990 10/89 31 yr.
Baltimore Maryland 4,259,390 950,000 5,779,565 6,729,565
1,666,696 1992 12/91 31 yr.
Baltimore Maryland2,657,568 690,221 2,836,549 3,526,770 157,398
2000 7/99 31 yr.
Duval Florida 2,415,989 559,572 2,975,561 2,116,455
n/a 4/86 20 yr.
Harford Maryland 2,929,025 30,834 3,825,686 3,856,520 429,375
1996 8/95 31 yr.
Harford Maryland 179,460 6,389,187 6,568,647 - n/a
8/95 31 yr.
Harford Maryland 4,793,020 50,112 5,562,013 5,612,125 386,658
1999 8/95 31 yr.
Harford Maryland 84,837 6,580,315 6,665,152 206,432
2000 8/95 31 yr.
Harford Maryland 154,758 4,940,060 5,094,818 78,260
2000 8/95 31 yr.
Howard Maryland4,417,302 2,859,157 3,501,078 6,360,235
1,464,443 1987 9/88 31 yr.
Howard Maryland2,401,661 2,473,277 331,660 2,804,937
137,144 2000 2/00 31 yr.
Anne Arun Maryland 3,860,937 715,000 6,683,792 7,398,792
2,820,428 1989 9/88 31 yr.
Anne Arun Maryland 950,000 2,769,153 3,719,153 0
n/a 5/98 31 yr.
Orange Florida 57,047
1,647 58,694 12,458 n/a 4/86 10 yr.
26,821,057 12,049,812 52,667,028 64,716,840 10,656,232
Investment Property
Caroline Virginia 219,733 0 219,733 - n/a 4/86 -
Duval Florida 639,896 60,143 700,039 - n/a
4/86 -
Bartow Florida 121,493 0 121,493 - n/a 4/86 -
Putnam Florida 134,748 20,543 155,291 31,773
n/a 4/86 -
Dougherty Georgia 8,470 0 8,470 - n/a 4/86 -
Lamar Georgia 20,020 0 20,020 - n/a 4/86 -
Suwannee Florida 40,159 0 40,159
- n/a 4/86 -
1,184,519 80,686 1,265,205 31,773 n/a 4/86 -
GRAND TOTALS $27,074,020 68,505,546 58,668,534 127,174,080 28,934,011
(a) The aggregate cost for Federal income tax purposes is $80,015,590.
</TABLE>
PATRIOT TRANSPORTATION HOLDING, INC.
SCHEDULE III (CONSOLIDATED) - REAL ESTATE AND
ACCUMULATED DEPRECIATION AND DEPLETION
YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999
2001 2000 1999
Gross Carrying Cost of Real Estate:
Balance at beginning of period $115,228,749 106,930,861 98,302,279
Additions during period:
Other acquisitions 13,037,270 9,550,781 9,663,944
Improvements, etc. - - -
Other (transfers) - - -
Deductions during period:
Cost of real estate sold - 742,939 704,062
Other (abandonments) 1,091,939 509,954 -
Other (transfers
to Transportation) - - 331,300
Balance at close of period $127,174,080 115,228,749 106,930,861
Accumulated Depreciation & Depletion:
Balance at beginning of period $ 25,968,037 23,676,964 21,655,393
Additions during period:
Charged to cost & expense 2,965,974 2,535,438 2,446,115
Deductions during period:
Cost of real estate sold - 244,365 233,134
Other(transfer to Transp.) - - 191,410
Balance at close of period $28,934,011 25,968,037 23,676,964
52
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>4
<FILENAME>pateps.txt
<TEXT>
EXHIBIT 11
PATRIOT TRANSPORTATION HOLDING, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
Years Ended September 30
2001 2000 1999
Net income $2,703,000 2,044,000 6,157,000
Common shares:
Weighted average shares
outstanding during the period -
shares used for basic earnings
per share 3,157,317 3,334,332 3,443,972
Shares issuable under stock
options which are potentially
dilutive 449 13,707 23,537
Shares used for diluted earnings
per share 3,157,766 3,348,039 3,467,509
Basic earnings per common share $ .86 $ .61 $1.79
Diluted earnings per common share $ .86 $ .61 $1.78
52
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>5
<FILENAME>patannual.txt
<TEXT>
Annual Report 2001
CONSOLIDATED FINANCIAL HIGHLIGHTS
Years ended September 30
(Dollars in thousands except per share amounts)
%
2001 2000 Change
Revenues $121,258 93,862 +29.2
Gross profit $ 21,792 16,239 +34.2
Operating profit $ 7,878 6,840 +15.2
Income before income taxes $ 4,506 3,435 +31.2
Net income $ 2,703 2,044 +32.2
Per common share:
Basic earnings $ .86 .61 +41.0
Diluted earnings $ .86 .61 +41.0
Stockholders' equity $ 23.28 22.06 + 5.5
2001 CORPORATE HIGHLIGHTS
Revenues - up 29.2% to $121,258,000
Gross profit - up 34.2% to $21,792,000
Net income - up 32.2% to $2,703,000
Diluted earnings per share - up 41.0% to $.86 per share
Gains from sale of real estate - $2,886,000
$20,200,000 of borrowing capacity is available under the Company's
credit agreements at September 30, 2001
BUSINESS. The Company is engaged in the transportation and real
estate businesses. The Company's transportation business is now
conducted through two wholly owned subsidiaries. Florida Rock &
Tank Lines, Inc. is a Southeastern transportation company
concentrating in the hauling by motor carrier of liquid and dry
bulk commodities. SunBelt Transport, Inc. serves the flatbed
portion of the trucking industry in the Southeast, Midwest and Mid-
Atlantic States, hauling primarily construction materials. Another
transportation subsidiary, Patriot Transportation, Inc., hauled a
variety of cargo, primarily in the United States, through
independent sales agents and owner/operators until it ceased
operations in September 2001. The Company's real estate group,
through subsidiaries, acquires, constructs, leases, operates and
manages land and buildings to generate both current cash flows and
long-term capital appreciation. The real estate group also owns
real estate which is leased under mining royalty agreements or held
for investment.
OBJECTIVES. The Company's dual objectives are to build a major
transportation company and a real estate company which provides
sound long-term growth, cash generation and asset appreciation.
Transportation
Internal growth is accomplished by a dedicated, competent and
loyal work force, emphasizing superior service to customers in
existing markets, developing new transportation services for
customers in current market areas as well as expansion into
new market areas.
External growth, through the acquisition program, is designed
to broaden the Company's geographic market area and delivery
services by acquiring related businesses.
Real Estate
The growth plan is based on the acquisition, management and
retention of real estate assets and the development of
industrial rental properties to provide long-term positive
cash flows and capital appreciation.
To Our Stockholders
Fiscal year 2001 produced a number of significant impacts on your
Company. The year displayed remarkable change, challenge and contrast
leading all the way through the tragic, watershed events occurring in New
York and elsewhere on September 11.
Our attention within the transportation group began with attempting
to build a solid foundation for the Company's start-up venture, Patriot
Transportation, Inc. The subsidiary operated as a third-party, non-asset
based enterprise utilizing independent owner-operators and third-party
freight agents. Emphasis also continued on satisfactorily implementing
an in-house financial management and information systems capability.
Nevertheless, a weakening national economy and already serious
operating challenges to the national trucking industry exerted their own
adverse impacts. In spite of initially encouraging top-line growth at
the transportation subsidiary, Patriot Transportation, Inc., declining
operating margins from continuing high administrative support costs and
mushrooming liability insurance costs resulted in an announcement by the
Company on August 10, 2001 of the closure of this subsidiary. The
Company then began to concentrate its energies within transportation to
the continued operation and enhancement of its remaining two wholly owned
subsidiaries, Florida Rock & Tank Lines, Inc. and SunBelt Transport, Inc.
Meanwhile, the real estate group enjoyed continued success toward
its core business plan of expanding its portfolio of high quality, income
producing, flexible office warehouses. Important progress occurred both
in capacity growth and occupancy. Asset management momentum also played
a significant role.
The Company completed fiscal 2001 facing a serious economic
recession aggravated by the tragedies of September 11. More insight into
developments and progress within the transportation and real estate
groups will be provided later in this report.
Consolidated Results. Consolidated revenues for fiscal 2001
increased 29.2% to $121,258,000. Transportation revenues increased 28.7%
to $103,189,000 driven mainly by expansion at Patriot Transportation,
Inc. Modest advances in miles hauled and prices were generated by
Florida Rock & Tank Lines and SunBelt Transport. Total real estate
revenues increased 31.8% from increases in royalties, rents, property
sales and development activities. Revenues from the Company's
development operations climbed 25.4%. Property sales in fiscal 2001 were
$3,978,000 versus $2,260,000 in fiscal 2000.
Gross profit for fiscal 2001 increased 34.2% to $21,792,000 from
$16,239,000 for the previous year. Transportation group gross profit
advanced 29.5% while the real estate group experienced an increase in
gross profit of 38.6% from Fiscal 2000. Gross profit from development
activities increased 25.8%. Gross profit from property sales in fiscal
2001 was $2,886,000 compared to $1,533,000 in fiscal 2000.
Selling, general and administrative expenses increased 31.0% from
$9,399,000 in fiscal 2000 to $12,310,000 for fiscal 2001 and includes
$729,000 and $4,208,000, respectively, related to expenses of Patriot
Transportation, Inc. prior to its ceasing operations. Patriot
Transportation's expenses for 2001 include non-recurring charges of
$1,805,000 from asset write offs associated with its closing. Immediately
subsequent to the Company's closure of this subsidiary, transportation
group administrative support expenses were reduced to track historical
levels previously experienced by the two remaining transportation
subsidiaries.
In addition to the $1,805,000 discussed above, the Company recorded
a restructuring charge as a result of the closing of Patriot
Transportation, Inc. of $1,604,000 in the fourth quarter. Revenues and
losses related to Patriot Transportation, Inc. for the years ended
September 30 are as follows:
2001 2000
Revenues $22,623,000 7,689,000
Operating loss $(6,309,000) (361,000)
Net income, after a net loss of $3,786,000 from Patriot
Transportation, Inc., increased 32.2% from $2,044,000 in 2000 to
$2,703,000 in fiscal 2001. Diluted earnings per share increased 41.0%
to $.86 in fiscal 2001 from $.61 in 2000. Diluted total shares
outstanding decreased 5.7% from 3,348,000 in 2000 to 3,158,000 in 2001
as a result of repurchases of the Company's stock.
Capital Expenditures. Capital expenditures in fiscal 2001 for the
Company's transportation group were $5,011,000 compared to $12,091,000
the previous year. Real estate group capital outlays for 2001 were
$12,920,000 against $9,762,000 in 2000. Total depreciation and
depletion for 2001 was $11,185,000 compared to $10,898,000 in 2000.
Fiscal 2002 capital spending plans anticipate $10,799,000 for
transportation and $7,994,000 for real estate. The real estate group's
spending program channels capital toward more progress in expanding
office warehouse development. Transportation spending is targeted toward
routine fleet replacement and modernization with modest capacity
expansion. However, all capital expenditure programs for transportation
and real estate will be closely controlled and governed by the national
economic outlook and the Company's operating performance. Total
depreciation and depletion in fiscal 2002 is expected to be $11,011,000.
Credit Facilities. At September 30, 2001, $21,000,000 was
outstanding under the existing revolver and $7,800,000 was outstanding
under unsecured demand notes. The Company and four banks have committed
to a term sheet for a new three year $37,000,000 unsecured revolving
loan to replace the existing revolver and short-term lines. The new
loan is expected to be closed prior to December 31, 2001. The new
revolving loan agreement will include a $5,000,000 swing line that may
be used for daily borrowings during the three year term.
On November 19, 2001 the Company closed on additional long-term
fixed rate, non-recourse mortgages of $10,200,000. The proceeds of which
were used to pay off the unsecured demand notes and the balance invested
until it can be used to reduce outstanding borrowings under the existing
unsecured revolver. In addition to the above, the Company at September
30, 2001, had non-recourse, long-term fixed rate mortgages of $27,074,000
secured primarily by the Company's warehouses/office projects.
At September 30, 2001 the Company's funded debt to total
capitalization was 43.3%.
Real Estate Group. Fiscal 2001 was another year of solid progress
in real estate. The group advanced its core development business by
completing two additional flexible office warehouses at its Lakeside
Business Park, a 134-acre development adjacent to Interstate 95 north of
Baltimore in Harford County. 2203 Lakeside Boulevard, 99,100 square
feet, was completed and placed in service slightly before mid-year. It
is 100% leased. 1506 Quarry Drive, 95,200 square feet, was also placed
in service close to the same time. This project is now 50% leased. A new
project at Lakeside, 2202 Lakeside Boulevard, 130,200 square feet, is
slated for completion very early in calendar 2002. It is 67% pre-leased.
The real estate group is in final stages of site grading at its
Hillside Business Park, a 59-acre property in Anne Arundel County,
Maryland near the Baltimore-Washington International Airport. Hillside
is projected for total build-out of approximately 575,000 square feet.
Permitting and preliminary horizontal development preparations
remain underway at the group's Commonwealth Avenue site on the western
edge of Jacksonville, Florida. This 50-acre, rail-served site will be
planned for roughly 500,000 square feet of eventual build-out. The
property is located close to Jacksonville's western beltway, Interstate-
295.
The real estate group's total developed buildings portfolio at
September 30, 2001 stood at approximately 1.3 million square feet with
combined occupancy at 94%. Build-out at Lakeside, Hillside and
Commonwealth will increase the total portfolio to in excess of 3.0
million square feet.
Asset management activities continued to play a major role in the
real estate group's efforts. Construction began on a new bulkhead for the
group's 5.8-acre site along the Anacostia River in the District of
Columbia. This property was successfully re-zoned from industrial to
Planned Unit Development ("PUD") very early in fiscal 2000. The new
zoning allows development of up to 1.5 million square feet of commercial
office space. The bulkhead construction, a $4.0 million enhancement to
the site, is about 70% complete and will prevent shoreline erosion and
facilitate foundation stability for future vertical construction. Formal
application has been filed with the District's Zoning Commission for a
two-year extension of the original PUD zoning approval. Meanwhile, the
site remains occupied and satisfactorily leased to an industrial tenant
while marketing activities continue toward eventual development.
In addition to the Anacostia River property, other long-term asset
management efforts continued in support of the group's diverse raw land
portfolio from northern Virginia to south Florida.
The real estate group completed a full and productive year by
successfully implementing its in-house electronic information software
system. The new system allows the group to employ a real estate tailored
software system for improved information and administrative management
efficiencies together with advantages in planning and control.
Transportation Group. The Company's transportation business
continued to encounter an operating environment that became increasingly
more adverse. Though diesel fuel costs began to abate somewhat, tight
labor markets aggravated driver turnover and associated costs.
Availability and pricing for liability insurance grew constantly to
become extremely serious. The global reinsurance markets had already
been suffering from inadequate pricing and investment yields, and these
markets grew steadily harder. Premium levels began to escalate at
dramatic rates as coverages (when available) were renewed. Then the
tragedies of September 11 added their own mega-disruptions, with
corresponding premium and coverage implications that remain severe.
The two wholly-owned asset-based subsidiaries, Florida Rock & Tank
Lines and SunBelt Transport, had been making important progress even as
operating challenges continued to build. These companies had already
installed fuel price surcharges to counter diesel price inflation. As
operating expenses came under added pressure from driver turnover,
unmanned tractors and insurance premium costs, these subsidiaries
accelerated efforts to raise their permanent freight rates. Operating
cost impacts from liability insurance and group health expenses are not
going to soften in the foreseeable future. Continued aggressive policies
to raise permanent freight rates have therefore become a very serious and
intentional fact of life for these two companies.
The Company intends to actively support additional future progress
for both Florida Rock & Tank Lines and SunBelt Transport.
The transportation group had been seriously handicapped by chronic
information software system challenges. In order to reverse these
software hurdles, the group began implementation of a new system. The
new software system was successfully completed and implemented on-time
on-budget during the third quarter of the fiscal year. The group
anticipates the new system will effectively address deficiencies from the
previous software configuration.
Outlook. Real estate momentum still appears favorable and should
produce further progress unless dampened by pressures from the current
recession. The transportation group will continue its focus on raising
permanent freight rates to offset insurance cost impacts while pushing
for economies from maximum equipment utilization.
Certainly these are unusually challenging times to successfully
operate and grow businesses. Your Company intends to continue searching
for growth opportunities while it navigates through an uncertain economy.
As we work toward satisfactory progress, we are again reminded of the
support and loyalty of our co-workers and shareholders, and we take this
opportunity to express our sincerest appreciation.
Respectfully yours,
Edward L. Baker
Chairman
John E. Anderson
President & Chief Executive Officer
Operating Review
Transportation. During fiscal 2001 the Company's transportation
group operated through three wholly owned subsidiaries. Florida
Rock & Tank Lines, Inc. is engaged in hauling liquid and dry bulk
commodities in tank trucks. SunBelt Transport, Inc. is engaged
primarily in hauling building and construction materials on flatbed
trailers. In September 2001, the Company closed the operations of
Patriot Transportation, Inc. which was engaged in hauling a variety
of cargo through third-party independent freight agents and
owner/operators.
The tank trucks operate from terminals in Jacksonville, Orlando,
Panama City, Pensacola, Port Everglades, Tampa and White Springs,
Florida; Albany, Atlanta, Augusta, Bainbridge, Columbus, Dalton,
Macon and Savannah, Georgia; Knoxville, Tennessee; and Birmingham,
Alabama. SunBelt's flatbed fleet is based in Jacksonville and
Tampa, Florida; Atlanta and Savannah, Georgia; Salisbury, North
Carolina; and South Pittsburg, Tennessee and operates primarily in
the Southeastern, Midwestern and Mid-Atlantic states.
Revenues and miles hauled excluding the closed operations were up
11.2% and 4.7%, respectively, in 2001 as a result of expansion of
flatbed and tank truck hauling and modest price increases. This
also increased gross profit 29.5% from fiscal 2000 despite the
losses of the closed operations.
During fiscal 2001, the transportation group purchased 53 new
tractors and 16 new trailers. The fiscal 2002 capital expenditure
plan is based on maintaining a modernized tank and flatbed fleet.
The fleet modernization program has resulted in reduced maintenance
expenses, improved operating efficiencies and enhanced driver
recruitment and retention.
Transportation labor, fuel and now risk insurance pressures are
expected to remain key factors. More comprehensive fuel price
surcharges are now in place at Florida Rock & Tank Lines and SunBelt
Transport. Assertive steps are underway at both carriers to boost
permanent freight rates. The transportation group has
substantially completed its new information systems specific to its
core businesses.
Real Estate. The real estate group operates the Company's real
estate and property development activities through subsidiaries.
The Company owns real estate in Florida, Georgia, Virginia,
Maryland, and Washington, D.C. The real estate owned generally
falls into one of three categories. The first is land with
construction aggregates deposits, substantially all of which is
leased to Florida Rock Industries, Inc. under mining royalty
agreements, whereby the Company is paid a percentage of the revenues
generated or annual minimums. The second is land and/or buildings
leased under rental agreements or being developed for future
rentals, and the third is land and/or buildings which are being
developed for future rental or held for future appreciation or
development.
Real estate revenues, excluding property sales, increased 23% over
fiscal 2000 as a result increased royalties and rental revenue on
the Company's real estate projects. The fiscal 2001 real estate
revenues, excluding the sale of real estate, were divided
approximately 39% from mining and minimum royalties and 61% from
rental revenues.
Brief descriptions of FRP Development Corp.'s projects in the
Baltimore, Maryland area at September 30, 2001 are as follows:
8230 Preston Court, 72,391 square feet of flexible
warehouse/office space and 100% leased.
8240 Preston Court, 90,405 square feet of flexible
warehouse/office space and 67% leased.
810 Oregon Avenue, 113,280 square feet of flexible
warehouse/office space and 100% leased.
812 Oregon Avenue, 82,335 square feet of flexible warehouse/office
space and 100% leased.
Rossville Business Center, a two building complex consisting of
189,212 square feet of flexible warehouse/office space and 100%
leased.
34 Loveton Center, a 29,437 square foot suburban office building
and 100% leased.
1502 Quarry Drive, 110,875 square feet of flexible
warehouse/office space and 100% leased.
1504 Quarry Drive, 96,800 square feet of flexible warehouse/office
space and 100% leased.
1506 Quarry Drive, 93,340 square feet of flexible warehouse/office
space completed during fiscal 2001 and 50% leased.
2206 Lakeside Boulevard, 66,964 square feet of flexible
warehouse/office space and 100% leased.
2208 Lakeside Boulevard, 65,520 square feet of flexible
warehouse/office space and 100% leased.
6920 Tudsbury Road, 83,100 square feet, of warehouse/office and
100% leased.
8620 Dorsey Run Road, 84,600 square feet, warehouse/office and
100% leased.
2203 Lakeside Boulevard, 99,100 square feet of flexible
warehouse/office space completed in fiscal 2001 and 100% leased.
2202 Lakeside Boulevard, 130,200 square feet of flexible
warehouse/office space currently under construction and 67% pre-
leased.
Lakeside Business Park is a 134 acre site capable of supporting
1,160,000 square feet of warehouse/office space. At September 30,
2001, 130,200 square feet was under construction and expected to be
completed during fiscal 2002. Approximately 31 acres remain
available for development and are capable of supporting 485,000
square feet of new development.
Hillside Business Park, is a 59 acre site located in Anne Arundel
County, Maryland and capable of supporting 575,000 square feet of
warehouse/office space.
The Company owns a 50-acre, rail-served site on Commonwealth
Avenue in Jacksonville, Florida near the western beltway of
Interstate-295 capable of supporting roughly 500,000 square feet of
eventual build-out. Current efforts include permitting and
preliminary horizontal development work.
The real estate group during fiscal 2002 will continue to focus on
buildings under construction and the continued development of the
property at Lakeside and Hillside Business Parks near Baltimore and
the Commonwealth site in Jacksonville.
At September 30, 2001, the Company owned approximately 1,300,000
square feet of developed building capacity that was 94% leased. The
real estate group will continue its asset management functions for
the benefit of the Company's land portfolio. These activities will
also include but not be limited to the Company's site on the
Anacostia River in the District of Columbia. The Company's long-
term plan is to gradually build and own a portfolio of successful
rental properties.
Five Year Summary Years ended September 30
(Dollars and shares in thousands except per share amounts)
2001 2000 1999 1998 1997
Summary of Operations
Revenues(a) $121,258 93,862 82,019 73,974 68,844
Gross profit(b) $ 21,792 16,239 19,994 16,493 14,908
Operating profit $ 7,878 6,840 12,380 9,625 8,977
Interest expense $ 3,394 3,438 2,357 2,300 2,061
Income before income taxes
$ 4,506 3,435 10,093 7,343 6,984
Provision for income taxes
$ 1,803 1,391 3,936 2,863 2,724
Net income $ 2,703 2,044 6,157 4,480 4,260
Per Common Share:
Basic EPS $ .86 .61 1.79 1.30 1.22
Diluted EPS $ .86 .61 1.78 1.28 1.21
Stockholders' equity
$ 23.28 22.06 21.53 19.83 18.53
Financial Summary
Current assets $ 16,248 15,089 14,161 10,073 8,549
Current liabilities
$ 16,728 17,498 13,555 9,479 11,063
Working capital (deficit)
$ (480) (2,409) 606 594 (2,514)
Property, plant and
equipment, net $131,170 124,026 115,369 104,970 95,018
Total assets $152,759 148,011 138,655 123,965 116,582
Long-term debt $ 47,097 42,015 37,936 33,299 30,647
Stockholders' equity
$ 73,112 73,813 72,692 68,755 63,734
Other Data
Return on average
Stockholders' equity
3.7% 2.8 8.7 6.7 6.8
Return on average capital
employed 2.0% 1.6 5.2 4.1 4.2
Net cash flow provided from
operating activities
$ 9,635 9,566 15,032 13,557 13,982
Additions to property,
plant and equipment
$ 18,428 21,861 21,359 19,901 13,746
Depreciation, depletion
and amortization
$ 11,471 11,144 10,065 9,146 8,356
Weighted average number
of shares - basic 3,157 3,334 3,444 3,452 3,490
Weighted average number
of shares - diluted 3,158 3,348 3,468 3,496 3,530
Number of employees at
end of year 850 829 877 753 721
Stockholders of record
788 801 834 850 873
(a) Fiscal 2001 and 2000 include revenues of $22,623,000 and
$7,689,000 and operating losses of $6,309,000 and $361,000,
respectively attributed to Patriot Transportation, Inc. which
shutdown operations in September, 2001.
(b) Fiscal 2001, 2000, 1999, 1998 and 1997 include gains on the
sale of real estate of $2,886,000,$1,533,000, $3,236,000,
$358,000 and $817,000, respectively.
Quarterly Results (unaudited)
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
First Second Third Fourth
2001 2000 2001 2000 2001 2000 2001 2000
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $30,700 20,150 31,392 21,566 31,652 24,258 27,514 7,888
Gross profit $ 7,008 3,607 5,552 3,819 5,238 4,685 3,994 4,128
Operating profit $ 4,466 1,645 2,112 1,655 2,775 2,351 (1,475)1,189
Income before
income taxes $ 3,548 902 1,250 818 1,929 1,418 (2,221) 297
Net income $ 2,129 550 750 499 1,157 865 (1,333) 130
Per common share:
Basic EPS $.66 .16 .24 .15 .37 .26 (.42) .04
Diluted EPS $.66 .16 .24 .15 .37 .26 (.42) .04
Market price:
High $17.19 25.00 22.00 26.88 21.00 23.50 20.00 20.00
Low $14.63 20.00 15.00 16.38 15.00 17.19 15.50 15.50
Included in income before taxes in the fourth quarter of 2001 are
restructuring and other one-time charges of $3,435,000 resulting from the
decision to terminate the operations of the third-party agent owner-
operator subsidiary, Patriot Transportation, Inc.
</TABLE>
Management Analysis
Operating Results. 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, construction activity, Florida Rock Industries,
Inc.'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,
safety records, other operating factors, administrative costs, and
construction costs of new projects.
In fiscal 2001 and 2000, revenues increased 29.2% and 14.4%,
respectively. In the transportation segment revenues and miles hauled
were up 28.7% and 22.0%, respectively, in 2001 and were up 19.5% and
15.1%, respectively, in 2000. The Company's closed subsidiary,
Patriot Transportation, Inc., accounted for 64.8% and 80.4% of the
increase in revenues and miles hauled, respectively, for fiscal 2001
and 58.7% and 71.1% of the increase in revenues and miles hauled,
respectively, for fiscal 2000. The balance of the growth in miles
hauled came mainly from the Company's tank line operations which also
benefited from modest price increases. The real estate segment's
revenues, exclusive of real estate sales, increased 22.4% and 2.4% in
2001 and 2000, respectively.
The estimated contribution to transportation revenues by principal
markets follows:
2001 2000 1999 1998 1997
Petroleum 53% 60 65 67 68
Construction 20% 22 24 21 21
Chemical 5% 6 7 7 6
Other 22% 12 4 5 5
Consolidated gross profit for fiscal 2001 increased $5,553,000 and
the gross profit margin increased to 18.0% from 17.3%. The
transportation segment's gross profit increased $2,330,000 and the
gross margin increased to 9.9% from 9.8% in fiscal 2000. The increase
in gross profit for the transportation segment in fiscal 2001 was
primarily attributable to the increase in miles hauled, improved
margins due to price increases and improved fuel surcharges in the
tank line business partially offset by increased losses in the now
closed third-party subsidiary. Gross profit in the real estate
segment increased $3,224,000 over last year due to property sales,
increased royalties from mining properties and additional rental
income from newly developed and existing properties. Gross profit on
real estate sales was $2,886,000 as compared to $1,533,000 in 2000.
Gross profit for fiscal 2000 decreased $3,755,000 from fiscal 1999
and gross margin decreased to 17% from 24%. The transportation
segment's gross profit decreased $1,760,000 and gross margin decreased
to 10% from 14%. These decreases were primarily attributable to
higher fuel costs, a tight labor market for drivers resulting in
increased costs to hire and retain personnel, unanticipated health
claims, higher depreciation expense resulting from an expanded and
upgraded tractor fleet and start up costs associated with
owner/operator business. Gross profit for the real estate segment
decreased $1,955,000 primarily as a result of lower real estate and
timber sales in 2000 partially offset by increased rental income.
Gross profit on real estate sales was $1,533,000 as compared to
$3,236,000 in 1999.
Selling, general and administrative expense increased 31.0% in 2001
and increased 23.4% in 2000. The 2001 increase was primarily due to
administrative support costs associated with the third-party
agent/owner-operator transportation subsidiary prior to its ceasing
operations and non-recurring charges of $1,805,000 due primarily to
asset write-offs associated with its closing. The 2000 increase was
due to additional staffing for the owner/operator business,
professional fees associated with the proposed spin-off of the real
estate business, increased bad debt expense and other legal expenses.
Fiscal year 2001 also included non-recurring charges of $1,604,000
related to the closed subsidiary (See note 3 of Notes to the
Consolidated Financial Statements).
Interest expense in 2001 decreased 1.3% or $44,000 from 2000 as a
result of an increase in the average debt outstanding offset by lower
average interest rates. Interest expense in 2000 increased 45.9% or
$1,081,000 from 1999 due to higher outstanding balances and higher
average interest rate.
Income tax expense increased $412,000 for fiscal 2001 as a result
of increased income before income taxes. Income tax expense is 40%
of income before income tax expense for 2001 and 40.5% for 2000.
Liquidity and Capital Resources. The following key financial
measurements reflect the Company's financial position and capital
resources at September 30 (dollars in thousands):
2001 2000 1999
Cash $ 440 633 2,593
Total debt $55,874 48,411 41,561
Debt as a percent of
capital employed 41% 37 34
Unused lines of credit $20,200 23,400 31,000
During 2001, net cash flow from operating activities was $9,635,000
which along with issuing additional long and short-term debt funded
the Company's investing activities of $13,887,000 and the repurchase
of common stock of $3,404,000.
During 2000, net cash flow from operating activities were
$9,566,000 which along with issuing additional long and short-term
debt funded the Company's investing activities of $17,453,000 and the
repurchase of common stock of $1,468,000.
Management believes that the Company is financially postured to be
able to take advantage of external and internal growth opportunities
in real estate development and in the motor carrier industry that may
occur.
The Board of Directors has authorized management to repurchase
shares of the Company's common stock from time to time as
opportunities may arise. During fiscal 2001, the company repurchased
206,285 shares for approximately $3,404,000. Currently the Company
has approximately $3,140,000 available under this authorization.
The Company has a $34,000,000 revolving credit agreement of which
$13,000,000 was available at fiscal year end. In addition, it has
unsecured short-term lines of credit of $15,000,000 of which
$7,800,000 was outstanding at September 30, 2001. The Company has
obtained a commitment for a $37,000,000 revolving credit agreement to
replace the existing revolving line of credit and the short-term
lines. The new credit agreement is expected to be finalized before
December 31, 2001. See Note 4 to the consolidated financial
statements.
The Company currently expects its fiscal 2002 capital expenditures
to be approximately $18,793,000 and depreciation and depletion expense
to be $11,011,000. The expenditures are expected to be financed from
the cash flow from operating activities, financing of new real estate
projects, and the funds available under its revolving credit
agreement.
Inflation. Historically, the Company has been able to recover
inflationary cost increases in the transportation group through
increased freight rates. It is expected that over time justifiable
and necessary rate increases will be obtained in the future.
Substantially all of the Company's royalty agreements are based on a
percentage of the sales price. Minimum royalties and substantially
all lease agreements provide various escalation provisions.
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 other 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; availability and terms of
financing; freight demand; risk insurance markets; competition;
general economic conditions; demand for flexible warehouse/office
facilities; restructuring charges; 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.
Consolidated Statements of Income Years ended September 30
(Dollars and shares in thousands except per share amounts)
2001 2000 1999
Revenues:
Transportation $103,189 80,152 67,048
Real estate 14,091 11,450 11,183
Sale of real estate 3,978 2,260 3,788
Total revenues (including revenue from
related parties of $10,693, $7,178 and
$6,999) 121,258 93,862 82,019
Cost of operations:
Transportation 92,968 72,260 57,396
Real estate 5,406 4,636 4,077
Cost of real estate sold 1,092 727 552
Gross profit 21,792 16,239 19,994
Selling, general and administrative expense
(including expenses paid to related party
of $527, $582 and $1,656) 12,310 9,399 7,614
Non-recurring charges related to closed
subsidiary 1,604 - -
Operating profit 7,878 6,840 12,380
Interest expense (3,394) (3,438) (2,357)
Interest income 22 24 46
Other income, net - 9 24
Income before income taxes 4,506 3,435 10,093
Provision for income taxes 1,803 1,391 3,936
Net income $ 2,703 2,044 6,157
Earnings per share:
Basic $ .86 .61 1.79
Diluted $ .86 .61 1.78
Number of shares used in computing:
Basic earnings per share 3,157 3,334 3,444
Diluted earnings per share 3,158 3,348 3,468
See accompanying notes.
Consolidated Balance Sheets September 30
(Dollars in thousands)
2001 2000
Assets
Current assets:
Cash and cash equivalents $ 440 633
Accounts receivable (including related
party of $276 and $233), less allowance
for doubtful
accounts of $1,160 ($869 in 2000) 8,477 10,770
Income taxes receivable 1,002 -
Inventory of parts and supplies 570 650
Prepaid expenses and other 4,568 3,036
Assets held for sale 1,191 -
Total current assets 16,248 15,089
Other assets:
Real estate held for investment, at cost 1,260 5,216
Goodwill, at cost less amortization of $483
($443 in 2000) 1,127 1,167
Other 2,954 2,513
Total other assets 5,341 8,896
Property, plant and equipment, at cost:
Land 65,622 60,886
Buildings 50,984 44,213
Plant and equipment 67,144 70,161
Construction in progress 13,507 9,323
197,257 184,583
Less accumulated depreciation and depletion 66,087 60,557
Net property, plant and equipment 131,170 124,026
$152,759 148,011
Liabilities and Stockholders' Equity
Current liabilities:
Short-term note payable to bank $ 7,800 5,600
Accounts payable (including related party of
$114 and $569) 3,627 5,572
Federal and state income taxes - 1,162
Accrued liabilities:
Payroll and benefits 2,115 1,670
Taxes 299 1,040
Interest 67 154
Insurance reserves 1,843 1,504
Long-term debt due within one year 977 796
Total current liabilities 16,728 17,498
Long-term debt 47,097 42,015
Deferred income taxes 9,280 8,628
Accrued insurance reserves 5,268 4,884
Other liabilities 1,274 1,173
Commitments and contingencies (Notes 12 and 13)
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 and outstanding
(3,346,351 shares in 2000) 314 335
Capital in excess of par value 11,357 14,740
Retained earnings 61,441 58,738
Total stockholders' equity 73,112 73,813
$152,759 148,011
See accompanying notes.
Consolidated Statements of Cash Flows Years ended September 30
(Dollars in thousands)
Cash flows from operating activities: 2001 2000 1999
Net income $ 2,703 2,044 6,157
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and amortization 11,471 11,144 10,065
Non-cash portion of restructuring charge 968 - -
Net changes in operating assets and liabilities:
Accounts receivable 2,293 (2,319) (1,941)
Income tax receivables (1,002) - -
Inventory of parts and supplies 80 (147) 49
Prepaid expenses (1,815) (423) (265)
Accounts payable and accrued liabilities (2,915) 1,219 2,659
Deferred income taxes 332 (238) 1,089
Net change in insurance reserves and other
liabilities 485 405 876
Gain on sale of real estate, plant and
equipment (3,008) (2,220) (3,638)
Other, net 34 101 (19)
Net cash provided by operating activities 9,626 9,566 15,032
Cash flows from investing activities:
Purchase of property, plant and equipment (18,428) (21,041)(20,475)
Purchase of real estate held for investment (10) - (315)
Additions to other assets (734) (777) (737)
Proceeds from the sale of real estate held for
investment, property, plant and equipment, and
other assets 5,294 4,365 4,781
Net cash used in investing activities (13,878) (17,453)(16,746)
Cash flows from financing activities:
Proceeds from long-term debt 6,140 5,000 5,000
Net increase in short-term debt 2,200 2,600 1,400
Repayment of long-term debt (877) (750) (535)
Exercise of employee stock options - 545 -
Repurchase of Company stock (3,404) (1,468) (2,221)
Net cash provided by financing activities 4,059 5,927 3,644
Net increase(decrease)in cash and cash equivalents (193) (1,960) 1,930
Cash and cash equivalents at beginning of year 633 2,593 663
Cash and cash equivalents at end of year $ 440 633 2,593
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest expense, net of amount capitalized $ 3,480 3,477 2,340
Income taxes $ 3,399 920 3,496
Non cash investing and financing activities:
Additions to property, plant and equipment from:
Exchanges $ - 820 620
Issuance of debt $ - - 264
See accompanying notes.
Consolidated Statements of Stockholders' Equity Years ended September 30
(Dollars in thousands)
Capital in
Common Stock Excess of Retained
Shares Amount Par Value Earnings
Balance at October 1, 1998 3,468,225 $347 17,871 50,537
Shares purchased and canceled (92,408) (9) (2,211) -
Net income - - - 6,157
Balance at September 30, 1999 3,375,817 338 15,660 56,694
Shares purchased and canceled (69,466) (7) (1,461) -
Exercise of stock options 40,000 4 541 -
Net income - - - 2,044
Balance at September 30, 2000 3,346,351 335 14,740 58,738
Shares purchased and canceled (206,285) (21) (3,383) -
Net income - - - 2,703
Balance at September 30, 2001 3,140,066 314 11,357 61,441
See accompanying notes.
Notes to Consolidated Financial Statements
1. Accounting policies. CONSOLIDATION - The consolidated financial statements
include the accounts of the Company and its subsidiaries, all of which are
wholly owned. All significant intercompany transactions have been eliminated
in consolidation.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt
instruments with maturities of three months or less at time of purchase to be
cash equivalents.
INVENTORY - Inventory of parts and supplies is valued at the lower of cost
(first-in, first-out) or market.
REVENUE AND EXPENSE RECOGNITION - Transportation revenue is recognized when
shipment is complete and transportation expenses are recognized as incurred.
Real estate rental revenue and mining royalties are generally recognized
when due under the leases. The straight-line method is used to recognize
rental revenues under leases which provide for varying rents over their term.
Sales of real estate are recognized when the collection of the sales price
is reasonably assured and when the Company has fulfilled its obligations,
which are typically as of the closing date.
PROPERTY, PLANT AND EQUIPMENT - Provision for depreciation of plant and
equipment is computed using the straight-line method based on the following
estimated useful lives:
Years
Buildings and improvements 8-32
Revenue equipment 5-10
Other equipment 3- 5
Furniture and fixtures 5-10
Depletion of sand and stone deposits is computed on the basis of units
of production in relation to estimated reserves. Goodwill is amortized
over forty years using the straight-line method.
The Company periodically reviews property and equipment for potential
impairment. If this review indicates that the carrying amount of the
asset may not be recoverable, the Company estimates the future cash flows
expected with regards to the asset and its eventual disposition. If the
sum of these future cash flows (undiscounted and without interest charges)
is less than the carrying amount of the assets, the Company records an
impairment loss based on the fair value of the asset.
RISK INSURANCE - The Company has a $100,000 to $500,000 self-insured
retention per occurrence in connection with its workers' compensation,
automobile liability, and general liability insurance programs ("risk
insurance"). The Company accrues monthly the estimated cost in connection
with its portion of its risk insurance losses. Claims paid by the Company
are charged against the reserve. Additionally, the Company maintains a
reserve for incurred but not reported claims based on historical analysis
of such claims.
INCOME TAXES - The Company uses an asset and liability approach to
financial reporting for income taxes. Under this method, deferred tax
assets and liabilities are recognized based on differences between
financial statement and tax bases of assets and liabilities using presently
enacted tax rates. Deferred income taxes result from temporary
differences between pre-tax income reported in the financial statements and
taxable income.
EARNINGS PER COMMON SHARE - Basic earnings per share are based on the
weighted average number of common shares outstanding during the periods.
Diluted earnings per share are based on the weighted average number of
common shares and potential dilution of securities that could share in
earnings. The only difference between basic and diluted shares used for
the calculation is the effect of employee and director stock options.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
ENVIRONMENTAL - Environmental expenditures that benefit future periods
are capitalized. Expenditures that relate to an existing condition caused
by past operations, and which do not contribute to current or future
revenue generation, are expensed. Liabilities are recorded when
environmental assessments and/or remedial efforts are probable, and the
costs can be reasonably estimated. Estimation of such liabilities is
extremely complex. Some factors that must be assessed are engineering
estimates, continually evolving governmental laws and standards, and
potential involvement of other potentially responsible parties.
NEW ACCOUNTING REQUIREMENTS - In June 1998, the FASB issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities",
effective for fiscal years beginning after June 15, 1999. In June 1999,
the FASB issued SFAS No. 137 "Accounting for Derivative Instruments and
Hedging Activities - Deferral of Effective Date SFAS No. 133" which
deferred the effective date to fiscal years beginning after June 15, 2000.
SFAS 133 requires companies to record derivatives on the balance sheet as
assets and liabilities, measured at fair value. Gains or losses resulting
from changes in the values of those derivatives would be accounted for
depending on the use of the derivatives and whether it qualifies for hedge
accounting. The Company adopted this statement effective October 1, 2000,
with no impact on the consolidated financial statements.
In June 2001, the FASB issued two statements, Statement No. 141,
"Business Combinations" (SFAS 141) and Statement No. 142, "Goodwill and
Other Intangible Assets" (SFAS 142) that amend APB Opinion No. 16, "Business
Combinations," and supercede APB Opinion No. 17, "Intangible Assets". The
two statements modify the method of accounting for business combinations
entered into after June 30, 2001 and addresses the accounting for intangible
assets.
The Company is required to adopt SFAS 142 effective October 1, 2002 but
is permitted to early adopt on October 1, 2001. The Company is reviewing
the statement to determine the effect on the Company and whether to early
adopt. Upon adoption, the Company will no longer be required to amortize
goodwill but will be required to annually evaluate goodwill for impairment.
As of September 30, 2001, the Company had goodwill net of amortization of
$1,127,000 that will be subject to the statement. Goodwill amortization
for 2001, 2000, and 1999, was $40,000, $40,000 and $40,000, respectively.
In June 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations" (SFAS 143), which addresses financial accounting and
reporting for obligations with the retirement of tangible long-lived assets
and the associated asset retirement costs. The standard applies to legal
obligations associated with the retirement of long-lived assets that result
from the acquisition, construction, development and (or) normal use of the
asset. SFAS 143 requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if
a reasonable estimate of fair value can be made. The fair value of the
liability is added to the carrying amount of the associated asset and this
additional carrying amount is depreciated over the life of the asset. The
liability is accreted at the end of each period through charges to operating
expenses. If the obligation is settled for other than the carrying amount
of the liability, the Company will recognize a gain or loss on settlement.
The Company is required and plans to adopt the provisions of Statement
143 for the quarter ending December 31, 2002. To accomplish this, the
Company must identify all legal obligations for asset retirement
obligations, if any, and determine the fair value of these obligations on
the date of adoption. The determination of fair value is complex and will
require the Company to gather market information and develop cash flow
models. Additionally, the Company will be required to develop processes to
track and monitor these obligations. Because of the effort necessary to
comply with the adoption of SFAS 143, it is not practicable for management
to estimate the impact of adopting this Statement at the date of this
report.
In August 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS 144). This statement
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of". SFAS 144 retains the
fundamental provisions of SFAS 121 for (a) recognition and measurement of
the impairment of long-lived assets to be held and used and (b) measurement
of long-lived assets to be disposed of by sale. SFAS 144 is effective for
fiscal years beginning after December 15, 2001. The Company has not
completed its evaluation of the impact of this standard on the financial
statements.
RECLASSIFICATIONS - Certain reclassifications have been made to the 2000 and
1999 financial statements to conform to the presentation adopted in 2001.
2. Transactions with related parties. As of September 30, 2001, five of
the Company's directors were also directors of Florida Rock Industries,
Inc. ("FRI"). Such directors own approximately 28% of the stock of FRI and
46% of the stock of the Company. Accordingly, FRI and the Company are
considered related parties.
The Company, through its transportation subsidiaries, hauls construction
aggregates for FRI and customers of FRI. It also hauls diesel fuel and
other supplies for FRI. Charges for these services are based on prevailing
market prices. Other wholly owned subsidiaries lease certain construction
aggregates mining and other properties and provides construction management
services to FRI.
A summary of revenues derived from FRI follows (in thousands):
2001 2000 1999
Transportation $ 950 1,202 931
Real estate 9,743 5,976 6,068
$10,693 7,178 6,999
Prior to October 1, 1999, FRI furnished certain management and related
services, including financial, tax, legal, administrative, accounting and
computer to the Company and its subsidiaries under an agreement which
expired September 30, 1999. Effective October 1, 1999, the Company and
FRI amended the agreement whereby the Company assumed responsibility for
certain accounting, credit and certain computer functions. Charges for
services provided by FRI were $527,000 in 2001, $582,000 in 2000, and
$1,656,000 in 1999.
In November 2000, the Company sold two parcels of land to FRI, 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.
3. Non-recurring charges related to closed subsidiary. In the quarter
ended September 30, 2001, the Company recorded restructuring and other one-
time charges of $3,435,000 from continuing operations, resulting from the
decision to shutdown its third party agent/owner-operator subsidiary,
Patriot Transportation, Inc. which began an operation in fiscal 2000. The
shutdown charge was comprised of $2,051,000 for asset write-offs, $968,000
for fixed asset impairments, $285,000 for employee severance and
termination benefit costs, $90,000 for remaining lease obligations and
$41,000 for additional costs associated with exiting the third party
agent/owner-operator business. The $3,435,000 charge was recorded in the
Consolidated Statement of Income as cost of operations of $26,000, selling,
general and administrative expense of $1,805,000 and restructuring and
other charges of $1,604,000.
The remaining actions to complete the exit plan consist primarily of the
recovery and sale of approximately 225 trailers which are expected to be
completed during the first six months of fiscal year 2002. At September
30, 2001, $1,191,000 was included in assets held for sale representing the
estimated net realizable value of the trailers.
At September 30, 2001, $356,000 was included in accounts payable and
accrued liabilities, representing the portion of the charges not yet
expended.
Revenue and net operating losses related to Patriot Transportation, Inc.
for the years ended September 30 are as follows:
2001 2000
Revenue $22,623,000 7,689,000
Operating loss $(6,309,000) (361,000)
4. Lines of credit and debt. Long-term debt at September 30 is summarized
as follows (in thousands):
2001 2000
Revolving credit (unsecured) $21,000 20,000
6.5% to 9.5% mortgage notes payable
in installments through 2020 27,074 22,811
48,074 42,811
Less portion due within one year 977 796
$47,097 42,015
The aggregate amount of principal payments, excluding the revolving
credit, due subsequent to September 30, 2001 is: 2002 - $977,000; 2003 -
$1,058,000; 2004 - $1,146,000; 2005-$1,177,000; 2006-$1,276,000; 2007 and
subsequent years - $21,440,000.
The Company has a revolving credit agreement as amended on October 31,
2000 under which it may borrow from three banks up to $34,000,000 on term
loans payable 25% on November 15, 2002 and the balance on November 15,
2003. Interest is payable at SunTrust Bank, N.A.'s prime rate until
November 15, 2001, and at 1/4 of 1% above such prime rate thereafter.
Alternative interest rates based on the London interbank rates ("LIBOR")
are available at the Company's option. A commitment fee of 1/4 of 1% is
payable on the unused amount of the commitment until November 15, 2001.
The revolving credit agreement contains restrictive covenants, including
limitations on paying cash dividends. As of September 30, 2001 $2,045,000
of consolidated retained earnings were available for payment of cash
dividends or repurchase of common stock.
On November 15, 2001, the Company and three banks signed a third
amendment to the revolving credit agreement which extended the commitment
termination date from November 15, 2001 to December 31, 2001. This allows
the Company to continue to borrow under the $34,000,000 revolver rather
than limiting the borrowing to the $21,000,000 balance outstanding at
November 15, 2001.
In December 2001, the Company and four banks signed a Summary of
Principle Terms and Conditions of a Credit Facility for a new $37,000,000
revolving loan for a term of three years from closing which is expected to
occur by December 31, 2001. The new revolver will bear interest at an
initial margin rate of 1.675% over the selected LIBOR or alternatively,
0.75% over the prime rate of SunTrust Bank. The margin rate may change
quarterly based on the Company's ratio of consolidated adjusted debt to
earnings before interest, taxes, depreciation, amortization and rent for
the previous four quarters. The new revolving credit agreement will
contain restrictive covenants including limitations on paying cash
dividends. Under these restrictions, as of September 30, 2001, $1,802,000
of consolidated retained earnings would be available for payment of
dividends or repurchase of common stock. The new revolver will contain a
$5,000,000 swing line which may be used for daily borrowings. The
interest rate will be at a margin rate over the daily LIBOR rate. An
annual commitment fee of one-quarter of one percent per annum is payable on
the unused amount of the commitment during the term of the loan. The
commitment fee may change quarterly based upon the ratio described above.
The mortgage notes payable are collateralized by real estate having a
carrying value of approximately $31,925,000 at September 30, 2001.
Certain properties having a carrying value at September 30, 2001 of
$1,080,000 were encumbered by industrial revenue bonds that are the
liability of FRI. FRI has agreed to pay such debt when due (or sooner if
FRI cancels its lease of such property) and further has agreed to indemnify
and hold harmless the Company.
The Company also has short-term lines of credit totaling $15,000,000
from two banks. At September 30, 2001, $7,800,000 was borrowed. Under
these lines the Company can borrow funds for a period from one to ninety
days. There is no commitment fee and the banks can terminate the lines at
any time. The interest rate is determined at the time of each borrowing.
The weighted average interest rates of such borrowings for the years ended
September 30, 2001 and 2000 were 5.4% and 7.2%, respectively. These short-
term lines will be eliminated in conjunction with the new financing
described above.
During fiscal 2001, 2000 and 1999 the Company capitalized interest
cost of $412,000, $279,000 and $315,000, respectively.
5. Leases. At September 30, 2001, the total carrying value of property
owned by the Company which is leased or held for lease to others is
summarized as follows (in thousands):
Construction aggregates property $ 42,068
Commercial property 67,481
Land and other property 5,217
114,766
Less accumulated depreciation and depletion 28,934
$ 85,832
The minimum future rentals on noncancelable operating leases as of
September 30, 2001 are as follows: 2002 - $8,498,000; 2003 - $8,512,000;
2004 - $8,196,000; 2005 - $7,247,000; 2006 - $5,223,000; 2007 and
subsequent years $13,552,000.
6. Preferred Shareholder Rights Plan. On May 5, 1999, the Board of
Directors of the Company declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock.
The dividend was payable on June 2, 1999. Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock of the Company, par value
$.01 per share (the "Preferred Shares"), at a price of $96 per one one-
hundredth of a Preferred Share, subject to adjustment.
In the event that any Person or group of affiliated or associated
Persons (an "Acquiring Person") acquires beneficial ownership of 15% or
more of the Company's outstanding common stock, each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times
the exercise price of the Right. An Acquiring Person excludes any Person or
group of affiliated or associated Persons who were beneficial owners,
individually or collectively, of 15% or more of the Company's Common Shares
on May 4, 1999.
The Rights initially trade together with the Company's common stock
and are not exercisable. However, if an Acquiring Person acquires 15% or
more of the Company's common stock, the Rights may become exercisable and
trade separately in the absence of future board action. The Board of
Directors may, at its option, redeem all Rights for $.01 per right, at any
time prior to the Rights becoming exercisable. The Rights will expire
September 30, 2009 unless earlier redeemed, exchanged or amended by the
Board.
7. Stock Option Plan. The Company has a Stock Option Plan under which
options for shares of common stock may be granted to directors, officers
and key employees. At September 30, 2001, the number of shares available
for issuance is 531,400 shares.
Option transactions for the fiscal years ended September 30 are
summarized as follows:
2001 2000 1999
Average Average Average
Options Price(1) Options Price(1) Options Price(1)
Shares under option:
Beginning of year 102,600 $19.05 144,600 $17.62 120,000 $16.31
Issued 29,000 17.31 - - 24,600 24.00
Cancelled - - (2,000) 24.00 - -
Exercised - - (40,000) 13.63 -
End of year 131,600 $18.67 102,600 $19.05 144,600 $17.62
Options exercisable
at end of year 118,040 84,520 109,000
(1) Weighted average exercise price
The following table summarizes information concerning stock options
outstanding at September 30, 2001:
Options Options Weighted-Average
Exercise Price Outstanding Exercisable Remaining Life
$ 17.25 15,000 15,000 3.2 years
17.75 65,000 65,000 3.1 years
24.00 22,600 9,040 7.2 years
17.31 (Average) 29,000 29,000 9.5 years
Remaining non-exercisable options as of September 30, 2001 become
exercisable 4,520 shares each year through 2004.
The options expire ten years from the date of grant. The options
issued in 2001 are exercisable immediately and prior year options become
exercisable in cumulative installments of 20% to 33% each year after a one
year waiting period from date of grant.
If compensation cost for stock option grants had been determined based
on the Black-Scholes option pricing model value at the grant date for the
awards granted subsequent to October 1, 1996 consistent with the provisions
of SFAS No. 123, the Company's net income, basic and diluted earnings per
share would have been (in thousands, except per share amounts):
2001 2000 1999
Net income $2,703 2,001 6,121
Earnings per share:
Basic .86 .60 1.78
Diluted .86 .60 1.76
The SFAS 123 method has not been applied to options granted prior to
October 1, 1996, and the pro forma compensation expense may not be
indicative of pro forma expense in future years. The weighted average
fair value of options granted in 2001 was estimated to be $9.21 on the
dates of grant using the following weighted average assumptions; no
dividend yield, expected volatility of 43.2%, risk-free interest rates of
5.1% and expected lives of 7 years. The fair value of options granted in
1999 was estimated to be $14.40 on the date of grant using the following
assumptions; no dividend yield, expected volatility of 54.8%, risk-free
interest rates of 4.3% and expected lives of 7 years.
8. Income taxes. The provision for income taxes for fiscal years ended
September 30 consists of the following (in thousands):
2001 2000 1999
Current:
Federal $1,260 1,399 2,445
State 211 230 402
1,461 1,629 2,847
Deferred 332 (238) 1,089
Total $1,803 1,391 3,936
A reconciliation between the amount of tax shown above and the amount
computed at the statutory Federal income tax rate follows (in thousands):
2001 2000 1999
Amount computed at statutory
Federal rate $1,532 1,168 3,432
State income taxes (net of Federal
income tax benefit) 169 135 370
Other, net 102 88 134
Provision for income taxes $1,803 1,391 3,936
The types of temporary differences and their related tax effects that
give rise to deferred tax assets and deferred tax liabilities at September
30, are presented below:
2001 2000
Deferred tax liabilities:
Basis difference in property,
plant and equipment $11,001 10,333
Depletion 588 592
Prepaid expenses 1,184 1,079
Gross deferred tax liabilities 12,773 12,004
Deferred tax assets:
Insurance reserves 2,350 2,168
Other, net 1,226 972
Gross deferred tax assets 3,576 3,140
Net deferred tax liability $ 9,197 8,864
9. Employee benefits. The Company and certain subsidiaries have a
savings/profit sharing plan for the benefit of qualified employees. The
savings feature of the plan incorporates the provisions of Section 401(k)
of the Internal Revenue Code. Under the savings feature of the plan, an
eligible employee may elect to save a portion (within limits) of their
compensation on a tax deferred basis. The Company contributes to a
participant's account an amount equal to 50% (with certain limits) of the
participant's contribution. Additionally, the Company may make an annual
contribution to the plan as determined by the Board of Directors, with
certain limitations. The plan provides for deferred vesting with benefits
payable upon retirement or earlier termination of employment. The
Company's cost was $517,000 in 2001; $433,000 in 2000 and $458,000 in 1999.
The Company provides certain health benefits for retired employees.
Employees may become eligible for those benefits if they were employed by
the Company prior to December 10, 1992, meet the service requirements and
reach retirement age while working for the Company. The plan is
contributory and unfunded. The Company accrues the estimated cost of
retiree health benefits over the years that the employees render service.
The following table sets forth the plan's status reconciled with the
accrued postretirement benefit cost included in the Company's consolidated
balance sheet at September 30 (in thousands):
2001 2000
Change in benefit obligation:
Balance beginning of year $ 380 449
Service cost 24 23
Interest cost 29 26
Plan participants' contribution 13 16
Actuarial loss(gain) 17 (109)
Benefits paid (39) (25)
Balance end of year $ 424 380
Change in plan assets:
Balance beginning of year $ - -
Employer contributions 26 9
Plan participants' contribution 13 16
Benefits paid (39) (25)
Balance end of year $ 0 0
Funded status $(424) (380)
Unrecognized net gain (186) (224)
Unrecognized prior service cost - -
Accrued postretirement benefit costs $(610) (604)
Net periodic postretirement benefit cost for fiscal years ended September 30
includes the following components (in thousands):
2001 2000 1999
Service cost of benefits earned during
the period $ 24 23 30
Interest cost on APBO 29 26 29
Net amortization and deferral (21) (20) (23)
Net periodic postretirement benefit
cost $ 32 29 36
The discount rate used in determining the Net Periodic Postretirement
Benefit Cost and the APBO was 7.5% for 2001, 7.75% for 2000 and 7.25% for
1999.
10. 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):
2001 2000 1999
Revenues:
Transportation (a) $103,189 80,152 67,048
Real estate (b) 18,069 13,710 14,971
$121,258 93,862 82,019
Operating profit:
Transportation (a) $ (2,248) 118 3,589
Real estate (b) 11,550 8,258 10,177
Corporate expenses (1,424) (1,536) (1,386)
Operating profit $ 7,878 6,840 12,380
Capital expenditures:
Transportation $ 5,011 12,091 12,010
Real estate 12,920 9,762 9,344
Other 497 8 5
$ 18,428 21,861 21,359
Depreciation, depletion and
amortization:
Transportation $ 8,175 8,191 7,398
Real estate 3,259 2,897 2,612
Other 37 56 55
$ 11,471 11,144 10,065
Identifiable assets at September 30:
Transportation $ 48,987 54,836 49,816
Real estate 101,274 92,166 85,720
Cash items 440 633 2,593
Unallocated corporate assets 2,058 376 526
$152,759 148,011 138,655
(a) Fiscal 2001 and 2000 include revenues of $22,623,000 and $7,689,000 and
operating of losses of $6,309,000 and $361,000, respectively attributed to
Patriot Transportation, Inc. which shutdown operations in September, 2001.
(b) Fiscal 2001, 2000 and 1999 includes revenue of $3,978,000, $2,260,000 and
$3,788,000 and operating profit of $2,886,000, $1,533,000, and $3,236,000,
respectively, from the sale of real estate.
11. Fair values of financial instruments. At September 30, 2001 and 2000,
the carrying amount reported in the balance sheet for cash and cash
equivalents, short-term notes payable to bank and revolving credit
approximate their fair value. The fair values of the Company's other
long-term debt are estimated using discounted cash flow analysis, based on
the Company's current incremental borrowing rates for similar types of
borrowing arrangements. At September 30, 2001, the carrying amount and fair
value of such other long-term debt was $27,074,000 and $27,823,000,
respectively. At September 30, 2000, the carrying amount and fair value of
such other long-term debt was $22,811,000 and $22,555,000, respectively.
12. 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 materially adverse effect on the Company's
consolidated financial statements.
One of the Company's subsidiaries is potentially a responsible party in
connection with 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.
13. Commitments. At September 30, 2001, the Company had entered into various
contracts to purchase and develop real estate with remaining commitments
totaling $2,030,000.
Independent Auditors' Report
To the Board of Directors and Stockholders
Patriot Transportation Holding, Inc.
We have audited the accompanying consolidated balance sheets of Patriot
Transportation Holding, Inc. and subsidiaries as of September 30, 2001 and
2000, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended
September 30, 2001. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Patriot Transportation
Holding, Inc. and subsidiaries at September 30, 2001 and 2000, and the
results of their operations and their cash flows for each of the three
years in the period ended September 30, 2001, in conformity with
accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Jacksonville, Florida
December 10, 2001
Directors and Officers
Directors
John E. Anderson (1)
President and Chief Executive
Officer of the Company
Edward L. Baker (1)
Chairman of the Board of the Company
and of Florida Rock Industries, Inc.
John D. Baker II (1)
President and Chief Executive
Officer of Florida Rock Industries,
Inc.
Thompson S. Baker II
Vice President of
Florida Rock Industries, Inc.
David H. deVilliers, Jr.
Vice President of the Company and
President of FRP Development Corp.,
the Company's northern
real estate operations
Luke E. Fichthorn III (2)
Private Investment Banker,
Twain Associates and Chairman of the
Board and Chief Executive Officer of
Bairnco Corporation
Francis X. Knott (2)
Chairman of Partner Management Co., LLC
and of Partners Realty Trust, Inc.
Robert H. Paul III (3)
Chairman of the Board, President
and Chief Executive Officer of
Southeast-Atlantic Beverage Corporation
Martin E. Stein, Jr. (3)
Chairman and Chief Executive Officer of
Regency Centers Corporation and
Chairman of the Regency Group, Inc.
James H. Winston (2)
President of LPMC of Jax, Inc.
and President of
Omega Insurance Company
________________
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
Officers
Edward L. Baker
Chairman of the Board
John E. Anderson
President and Chief Executive Officer
David H. deVilliers, Jr.
Vice President
President, FRP Development Corp.,
the Company's northern real estate
operations
Ray M. Van Landingham
Vice President, Finance and Administration
and Chief Financial Officer
Ish Copley
President, SunBelt Transport, Inc.
John R. Mabbett III
President, Florida Rock & Tank Lines, Inc.
Patriot Transportation Holding, Inc.
General Office: 1801 Art Museum Drive
Jacksonville, Florida 32207
Telephone: (904) 396-5733
Annual Meeting
Stockholders are cordially invited to attend the Annual Stockholders Meeting
which will be held at 2 p.m. local time, on Wednesday, February 6, 2002, 155
East 21st Street, Jacksonville, Florida.
Transfer Agent
First Union Customer Information Center
Corporate Trust Client Services NC-1153
1525 West W. T. Harris Boulevard - 3C3
Charlotte, NC 28288-1153
Telephone: 1-800-829-8432
General Counsel
Lewis S. Lee, Esquire
McGuireWoods LLP
Jacksonville, Florida
Independent Auditors
Deloitte & Touche LLP
Jacksonville, Florida
Common Stock Listed
The Nasdaq Stock Market
(Symbol: PATR)
Form 10-K
Stockholders may receive without charge a copy of Patriot Transportation
Holding, Inc.'s annual report on Form 10-K for the fiscal year ended
September 30, 2001 as filed with the Securities and Exchange Commission by
writing to the Treasurer at P.O. Box 4667, Jacksonville, Florida 32201.
28
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>patconsent.txt
<TEXT>
Independent Auditors' Consent Exhibit 23(a)
We consent to the incorporation by reference in Registration
Statement Nos. 33-43215, 33-18878 and 33-55132 of Patriot
Transportation Holding, Inc. on Forms S-8 of our report dated
December 10, 2001, appearing in this Annual Report on Form 10-K of
Patriot Transportation Holding, Inc. for the year ended September
30, 2001.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
December 21, 2001
52
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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