Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended |
Mar. 31, 2015 | |
Document And Entity Information | |
Entity Registrant Name | PATRIOT TRANSPORTATION HOLDING, INC. |
Entity Central Index Key | 1616741 |
Document Type | 10-Q |
Document Period End Date | 31-Mar-15 |
Amendment Flag | FALSE |
Current Fiscal Year End Date | -21 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | No |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 3,265,804 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2015 |
Consolidated_and_Combined_Bala
Consolidated and Combined Balance Sheets (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $0 | $0 |
Accounts receivable, net of allowance for doubtful accounts of $135 and $155, respectively | 7,709 | 7,119 |
Inventory of parts and supplies | 853 | 895 |
Prepaid tires on equipment | 1,992 | 2,048 |
Prepaid taxes and licenses | 531 | 754 |
Prepaid insurance | 443 | 789 |
Prepaid expenses, other | 95 | 80 |
Total current assets | 11,623 | 11,685 |
Property and equipment, at cost | 96,672 | 97,071 |
Less accumulated depreciation | 55,503 | 54,897 |
Net property and equipment | 41,169 | 42,174 |
Goodwill | 3,431 | 3,431 |
Intangible assets, net | 1,571 | 3,812 |
Other assets, net | 13 | 32 |
Total assets | 57,807 | 61,134 |
Current liabilities: | ||
Accounts payable | 2,821 | 3,288 |
Bank overdraft | 539 | 933 |
Federal and state income taxes payable | 681 | 129 |
Deferred income taxes | 25 | 345 |
Accrued payroll and benefits | 4,766 | 3,937 |
Accrued insurance | 1,270 | 1,186 |
Accrued liabilities, other | 353 | 518 |
Total current liabilities | 10,455 | 10,336 |
Long-term debt | 3,179 | 7,282 |
Deferred income taxes | 7,732 | 8,579 |
Accrued insurance | 1,439 | 1,393 |
Other liabilities | 788 | 822 |
Total liabilities | 23,593 | 28,412 |
Commitments and contingencies (Note 8) | ||
Shareholders' Equity/Net investment: | ||
Preferred stock, 5,000,000 shares authorized, of which 250,000 shares are disignated Series A Junior Participating Preferred Stock; $0.01 par value; none issued and outstanding | 0 | 0 |
Common stock, $.10 par value; (25,000,000 shares authorized; 3,265,804 shares issued and outstanding at March 31, 2015 | 327 | 0 |
Capital in excess of par value | 34,603 | 0 |
Net investment by Parent | 0 | 32,669 |
Accumulated deficit | -769 | 0 |
Accumulated other comprehensive income, net | 53 | 53 |
Total shareholders' equity/net investment | 34,214 | 32,722 |
Total liabilties and shareholders' equity/net investment | $57,807 | $61,134 |
Consolidated_and_Combined_Bala1
Consolidated and Combined Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable allowance for doubtful accounts | $135 | $155 |
Preferred stock, par value | $0.01 | $0 |
Preferred stock, shares authorized | 5,000,000 | 0 |
Series A Junior Participating Preferred Stock | 250,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $0.10 | $0 |
Common stock, shares authorized | 25,000,000 | 0 |
Common stock, shares issued | 3,265,804 | 0 |
Consolidated_and_Combined_Stat
Consolidated and Combined Statements of Income (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues: | |||||
Transportation revenues | $27,093 | $26,800 | $54,385 | $53,290 | |
Fuel surcharges | 2,644 | 5,100 | 7,069 | 10,201 | |
Total revenues | 29,737 | 31,900 | 61,454 | 63,491 | |
Cost of operations: | |||||
Compensation and benefits | 11,773 | 11,816 | 23,756 | 23,412 | |
Fuel expenses | 4,861 | 7,647 | 10,866 | 14,930 | |
Repairs & tires | 1,906 | 2,031 | 3,720 | 3,877 | |
Other operating | 988 | 1,423 | 2,125 | 2,726 | |
Insurance and losses | 2,778 | 2,563 | 5,617 | 5,038 | |
Depreciation expense | 2,124 | 2,063 | 4,232 | 4,031 | |
Rents, tags & utilities | 954 | 1,006 | 1,895 | 1,777 | |
Sales, general & administrative | 2,314 | 2,132 | 4,636 | 4,518 | |
Corporate expenses | 1,132 | 833 | 2,051 | 1,544 | |
Intangible asset impairment | 2,074 | 0 | 2,074 | [1] | 0 |
Gain on equipment sales | -614 | -106 | -798 | -91 | |
Total cost of operations | 30,290 | 31,408 | 60,174 | 61,762 | |
Total operating (loss) profit | -553 | 492 | 1,280 | 1,729 | |
Interest income and other | 0 | 0 | 0 | 0 | |
Interest expense | -23 | -35 | -49 | -58 | |
Income before income taxes | -576 | 457 | 1,231 | 1,671 | |
Provision for income taxes | -225 | 178 | 480 | 652 | |
Net (loss) income | -351 | 279 | 751 | 1,019 | |
Comprehensive (Loss) Income | ($351) | $279 | $751 | $1,019 | |
Earnings (loss) per common share: | |||||
Net (loss) income - basic | ($0.11) | $0.09 | $0.23 | $0.31 | |
Net (loss) income - diluted | ($0.11) | $0.09 | $0.23 | $0.31 | |
Number of shares (in thousands) used in computing: | |||||
-basic earnings per common share | 3,261 | 3,243 | 3,261 | 3,243 | |
-diluted earnings per common share | 3,261 | 3,243 | 3,269 | 3,243 | |
[1] | The Company recorded a non-cash, impairment charge related to the customer relationship intangible asset recorded resulting from the Pipeline acquisition of $2,074 during the second quarter of fiscal 2015. |
Consolidated_and_Combined_Stat1
Consolidated and Combined Statements of Cash Flows (USD $) | 6 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Cash flows from operating activities: | ||||
Net income | $751 | $1,019 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 4,782 | 4,565 | ||
Intangible asset impairment | 2,074 | [1] | 0 | |
Deferred income taxes | -1,167 | -185 | ||
Gain on sale of equipment and property | -818 | -91 | ||
Stock-based compensation | 487 | 480 | ||
Net changes in operating assets and liabilities: | ||||
Accounts receivable | -590 | -1,787 | ||
Inventory of parts and supplies | 43 | 24 | ||
Prepaid expenses and other current assets | 609 | 822 | ||
Other assets | -28 | -4 | ||
Accounts payable and accrued liabilities | 281 | -964 | [2] | |
Income taxes payable and receivable | 552 | -539 | ||
Long-term insurance liabilities and other long-term liabilities | 12 | 63 | ||
Net cash provided by operating activities | 6,988 | 3,403 | ||
Cash flows from investing activities: | ||||
Purchase of property and equipment | -3,796 | -5,744 | ||
Business acquisition | 0 | -10,023 | ||
Proceeds from the sale of property, plant and equipment | 1,051 | 604 | ||
Net cash used in investing activities | -2,745 | -15,163 | ||
Cash flows from financing activities: | ||||
Decrease in bank overdrafts | -394 | -161 | ||
Proceeds from borrowing on revolving credit facility | 21,952 | 20,145 | ||
Payments on revolving credit facility | -26,055 | -8,300 | ||
Excess tax benefits from exercise of stock options | 246 | 0 | ||
Proceeds from exercised stock options | 109 | 0 | ||
Net (distributions to) contributions from Parent | -101 | 76 | ||
Net cash (used in) provided by financing activities | -4,243 | 11,760 | ||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents at beginning of year | 0 | 0 | ||
Cash and cash equivalents at end of the period | $0 | $0 | ||
[1] | The Company recorded a non-cash, impairment charge related to the customer relationship intangible asset recorded resulting from the Pipeline acquisition of $2,074 during the second quarter of fiscal 2015. | |||
[2] | The Company recorded non-cash transactions for vacation liability of the Pipeline business acquisition of $132 in the first six months of fiscal 2014. |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 6 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | (1) Description of Business and Basis of Presentation. |
Description of Business | |
Spin-off Transaction. On December 30, 2014, the board of directors of FRP Holdings, Inc. ("FRP" or “Parent”) approved a plan to separate its real estate and transportation businesses into two independent publicly traded companies through the tax-free spin-off (the “Spin-off") of a newly-formed company that retained FRP’s transportation business and the corporate name Patriot Transportation Holding, Inc., (the "Company" or "Patriot"). We filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission ("SEC") that was declared effective on January 12, 2015. The Spin-off was completed on January 30, 2015 when FRP distributed all of the outstanding stock of the Company to FRP's shareholders as of the record date of January 9, 2015. FRP’s shareholders received one share of Patriot (stock symbol “PATI”) for every three shares of FRP owned on the record date resulting in 3,242,524 of Patriot shares outstanding on the distribution date. Following the separation, Patriot is an independent, publicly traded company, and FRP retains no ownership in Patriot. | |
Unless otherwise stated or the context otherwise indicates, all references in these consolidated and combined financial statements to “us,” “our”, “we”, “Transportation” or the “Company” mean Patriot subsequent to the Spin-off. | |
Company’s Business. The business of the Company, conducted through our wholly owned subsidiary, Florida Rock & Tank Lines, Inc. is to transport petroleum and other liquids and dry bulk commodities. We do not own any of the products we haul. Approximately 82% of our business consists of hauling liquid petroleum products (mostly gas and diesel fuel) from large scale fuel storage facilities to our customer’s retail outlets (e.g. convenience stores, truck stops and fuel depots) where we off-load the product into our Customer’s fuel storage tanks for ultimate consumption by the retail consumer. The remaining 18% of our business consists of picking up and delivering our customer’s dry bulk commodities such as cement, lime and various industrial powder products and liquid chemicals. As of March 31, 2015, we employed 696 revenue-producing drivers who operated our fleet of 477 tractors and 565 trailers from our 21 terminals and 9 satellite locations in Florida, Georgia, Alabama, South Carolina, North Carolina and Tennessee. | |
Basis of Presentation | |
Patriot Transportation Holding, Inc. was incorporated on August 5, 2014. In connection with its organization, Patriot issued 100 shares of common stock to FRP on December 3, 2014, issued an additional 3,242,424 shares of common stock to FRP on January 28, 2015 in preparation for the Spin-off. Patriot was formed solely in contemplation of the Spin-off and until the separation was completed on January 30, 2015, it had not commenced operations and had no material assets, liabilities, or commitments. | |
Accordingly, the accompanying consolidated and combined financial statements presented prior to the Spin-off reflect the historical results of operations, financial position and cash flows and certain assets, liabilities and operating expenses of the Company and its subsidiaries on a stand-alone basis, as if such companies and accounts had been consolidated and combined for the historical periods presented prior to the Spin-off. These financial statements were derived from FRP's consolidated financial statements and accounting records. The consolidated and combined statements of operations include expense allocations for certain corporate functions performed by FRP during the periods prior to the Spin-off, including general corporate expenses related to executive oversight, accounting, treasury, tax, legal, procurement and information technology. The amounts allocated to the Company for these items are based primarily on specific identification, headcount or computer utilization. Going forward, these functions will be performed by the Company. Additionally, the Company will provide most of these services to FRP under a Transition Services Agreement (see Note 3) initially on an annual basis. This Agreement provides for reimbursement of the costs of those services by FRP to the Company. As a result, corporate expense in our Company’s financial statements will be shown net of the reimbursements we receive from FRP for these services. All significant intercompany transactions and accounts within the consolidated and combined financial statements have been eliminated. | |
We believe the assumptions underlying the consolidated and combined financial statements, including the historical allocated charges for general corporate functions provided by FRP, are reasonable. However, these consolidated and combined financial statements do not include all of the actual expenses that would have been incurred had we actually operated as a stand-alone public company (e.g. NASDAQ listing fees, etc.) during the periods prior to the Spin-off and therefore do not reflect the actual consolidated and combined results of operations, financial position and cash flows had we been operated as a stand-alone public company during those periods. | |
These statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (primarily consisting of normal recurring accruals) considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the three and six months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2015. The accompanying consolidated and combined financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the audited financial statements and notes for the year ended September 30, 2014 included in the Company’s Information Statement dated January 12, 2015 as filed as an exhibit to the Company's registration statement on Form 10. |
Recently_Issued_Accounting_Sta
Recently Issued Accounting Standards | 6 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recently Issued Accounting Standards | (2) Recently Issued Accounting Standards. In January 2015, the FASB issued ASU 2015-01, "Income Statement—Extraordinary and Unusual Items (Subtopic 225-20) Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items." This guidance is effective for annual periods beginning on or after December 15, 2015 and interim periods within those years, with early adoption permitted. We do not expect the adoption of this guidance will have a material impact on our financial statements. |
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs”, which relates to the financial statement presentation of debt issuance costs. This guidance requires debt issuance costs to be presented in the balance sheet as a reduction of the related debt liability rather than an asset. The guidance is effective for annual and interim periods beginning after December 15, 2015 and early adoption is permitted and will only result in a change in presentation of these costs on our balance sheets. |
Related_Party_Agreements_with_
Related Party Agreements with FRP | 6 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Agreements with FRP | (3) Related Party Agreements with FRP. In order to effect the Spin-off and govern our relationship with FRP Holdings, Inc. after the Spin-off, we entered into an Employee Matters Agreement and a Transition Services Agreement. The Employee Matters Agreement generally allocates responsibilities to each company for liabilities relating to each Company’s current and former employees and allocated responsibilities under employee benefit plans. The Transition Services Agreement sets forth the terms on which the Company will provide to FRP certain services that were shared prior to the Spin-off, including the services of certain shared executive officers, for a period of 12 or more months after the Spin-off. |
The consolidated and combined statements of operations reflect charges and/or allocation to FRP Holdings, Inc. for these services of $643,000 and $890,000 for the three months ended March 31, 2015 and 2014, and $1,437,000 and $1,497,000 for the six months ended March 31, 2015 and 2014, respectively. Included in the charges above are amounts recognized for corporate executive stock-based compensation expense. These charges are reflected as a reduction to corporate expenses. | |
To determine these allocations between FRP and Patriot, we generally employed the same methodology historically used by the Company pre Spin-off to allocate said expenses and thus we believe that the allocations to FRP are a reasonable approximation of the costs related to FRP’s operations but any such related-party transactions cannot be presumed to be carried out on an arm’s-length basis as the terms were negotiated while Patriot was still a subsidiary of FRP. |
LongTerm_Debt
Long-Term Debt | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Long-Term Debt | (4) Long-Term debt. The Company’s long-term debt is summarized as follows (in thousands): | ||||||||
March 31, | September 30, | ||||||||
2015 | 2014 | ||||||||
Revolving credit (uncollateralized) | $ | 3,179 | 7,282 | ||||||
Prior to the Spin-off, the Company was permitted to borrow under FRP's credit agreement with Wells Fargo Bank, N.A. (the "FRP Credit Agreement"). On January 30, 2015, the Company entered into a new $25 million, five year, revolving credit agreement with Wells Fargo Bank, N.A. and assumed and refinanced $5.1 million then outstanding on the FRP Credit Agreement onto this new revolver. As of March 31, 2015, we had $3,179,000 borrowed on this revolver, $3,278,000 outstanding under letters of credit and $18,543,000 available for additional borrowings and the Company was in compliance with all of its loan covenants. |
Earnings_per_share
Earnings per share | 6 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Earnings per share | (5) Earnings per share. Basic earnings per common share are based on the weighted average number of common shares outstanding during the periods. Diluted earnings per common share are based on the weighted average number of common shares and potential dilution of securities that could share in earnings. The differences between basic and diluted shares used for the calculation are the effect of employee and director stock options. | ||||||||||||||||
On January 30, 2015, 3,242,524 shares of our common stock were distributed to the shareholders of FRP in connection with the Spin-off and distribution. For comparative purposes, we have assumed this amount to be outstanding as of the beginning of each period prior to the Spin-off and distribution presented in the calculation of weighted average shares outstanding. | |||||||||||||||||
The following details the computations of the basic and diluted earnings (loss) per common share (dollars in thousands, except per share amounts): | |||||||||||||||||
Three Months ended | Six Months ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Weighted average common shares | |||||||||||||||||
outstanding during the period | |||||||||||||||||
- shares used for basic (loss) | |||||||||||||||||
earnings per common share | 3,261 | 3,243 | 3,261 | 3,243 | |||||||||||||
Common shares issuable under | |||||||||||||||||
share based payment plans | |||||||||||||||||
which are potentially dilutive | — | — | 8 | — | |||||||||||||
Common shares used for diluted | |||||||||||||||||
earnings per common share | 3,261 | 3,243 | 3,269 | 3,243 | |||||||||||||
Net (loss) income | $ | (351 | ) | 279 | 751 | 1,019 | |||||||||||
Earnings (loss) per common share: | |||||||||||||||||
-basic | $ | (0.11 | ) | 0.09 | 0.23 | 0.31 | |||||||||||
-diluted | $ | (0.11 | ) | 0.09 | 0.23 | 0.31 | |||||||||||
For the three and six months ended March 31, 2015, 35,173 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three months and six months ended March 31, 2014, all outstanding stock options were included in the calculation of diluted earnings per share because the exercise prices of the stock options were lower than the average price of the common shares, and therefore were dilutive. |
StockBased_Compensation_Plans
Stock-Based Compensation Plans | 6 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Stock-Based Compensation Plans | (6) Stock-Based Compensation Plans. | ||||||||||||||||
Participation in FRP Plans | |||||||||||||||||
The Company's directors, officers and key employees are eligible to participate in FRP's 2000 Stock Option Plan and the 2006 Stock Option Plan under which options for shares of common stock were granted to directors, officers and key employees. All related compensation expense has been fully allocated to the Company (rather than FRP) and included in corporate expenses. Corporate expense also reflects an offsetting credit for the Transition Services Agreement allocation to FRP. All outstanding options held by company directors, officers and key employees on January 30, 2015 were cancelled and replaced by an equal number of FRP options at 75.14% of the previous exercise price based upon the market value of FRP less the when issued market value of the Company on that day. | |||||||||||||||||
Patriot Incentive Stock Plan | |||||||||||||||||
In January, 2015 the Board of Directors of the Company adopted the Patriot Transportation Holding, Inc. Incentive Stock Plan. Grants were issued based upon all outstanding FRP options held by company directors, officers and key employees on January 30, 2015 with the same remaining terms. The grants were based upon the FRP options outstanding at 24.86% of the previous exercise price based upon the when issued market value of the Company compared to the market value of FRP on that day. Simultaneously, the number of shares were divided by 3 and the exercise price multiplied by 3 to adjust for the Spin-off distribution of 1 for 3 shares of FRP. The number of common shares available for future issuance was 194,405 at March 31, 2015. | |||||||||||||||||
Subsequent to Spin-off, the realized tax benefit pertaining to options exercised and the remaining compensation cost of options previously granted prior to the Spin-off will be recognized by FRP or Patriot based on the employment location of the related employee or director. | |||||||||||||||||
The Company recorded the following stock compensation expense for FRP and Patriot options (including allocations in periods prior to the Spin-off) in its consolidated and combined statements of operations (in thousands): | |||||||||||||||||
Three Months ended | Six Months ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Stock option grants | $ | 59 | 47 | 144 | 131 | ||||||||||||
Annual director stock award | 343 | 349 | 343 | 349 | |||||||||||||
$ | 402 | 396 | 487 | 480 | |||||||||||||
A summary of Company stock options is presented below (in thousands, except share and per share amounts): | |||||||||||||||||
Weighted | Weighted | Weighted | |||||||||||||||
Number | Average | Average | Average | ||||||||||||||
of | Exercise | Remaining | Grant Date | ||||||||||||||
Options | Shares | Price | Term (yrs) | Fair Value | |||||||||||||
Grants substituted on | |||||||||||||||||
January 30, 2015 | 91,315 | $ | 20.31 | 5.6 | $ | 254 | |||||||||||
Exercised | (9,000 | ) | $ | 12.08 | $ | (17 | ) | ||||||||||
Outstanding at | |||||||||||||||||
March 31, 2015 | 82,315 | $ | 21.22 | 5.8 | $ | 237 | |||||||||||
Exercisable at | |||||||||||||||||
March 31, 2015 | 61,398 | $ | 20.08 | 4.9 | $ | 161 | |||||||||||
Vested during | |||||||||||||||||
three months ended | |||||||||||||||||
March 31, 2015 | 8,807 | $ | 25 | ||||||||||||||
The aggregate intrinsic value of exercisable Company options was $327,000 and the aggregate intrinsic value of all outstanding in-the-money options was $380,000 based on the Company’s market closing price of $24.97 on March 31, 2015 less exercise prices. Gains of $113,000 were realized by option holders during the six months ended March 31, 2015. | |||||||||||||||||
The realized tax benefit from Patriot option exercises during the six months ended March 31, 2015 was $44,000. The unrecognized compensation expense of Patriot options granted as of March 31, 2015 was $206,000, which is expected to be recognized over a weighted-average period of 3.7 years. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (7) Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 means the use of quoted prices in active markets for identical assets or liabilities. Level 2 means the use of values that are derived principally from or corroborated by observable market data. Level 3 means the use of inputs that are unobservable and significant to the overall fair value measurement. |
As of March 31, 2015 the Company had no assets or liabilities measured at fair value on a recurring basis or non-recurring basis. The fair value of all Company financial instruments approximates their carrying value due to the short-term nature of such instruments. We believe the fair value of the revolver approximates the carrying value as (i) the related debt agreement reflects present market terms and (ii) is based on interest rates that reset periodically based on then current market indices. |
Contingent_liabilities
Contingent liabilities | 6 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent liabilities | (8) Contingent liabilities. The Company is involved in litigation on a number of matters and is subject to certain claims which arise in the normal course of business. The Company elects to retain certain self-insurance risks with respect to medical and workmen’s compensation claims and losses for third party liability and property damage. There is a reasonable possibility that the Company’s estimate of liability related to outstanding claims is understated or overstated but the possible range cannot be estimated. The liability at any point in time is determined by independent actuaries based upon the relative ages and amounts of the individual open claims. Management believes that the financial resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. |
Concentrations
Concentrations | 6 Months Ended |
Mar. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentrations | (9) Concentrations. |
Market: The Company primarily serves customers in the petroleum industry in the Southeastern U.S. Significant economic disruption or downturn in this geographic region or within these industries could have an adverse effect on our financial statements. | |
Customers: During the first six months of fiscal 2015, the Company’s ten largest customers accounted for approximately 60.2% of our revenue and one of these customers accounted for 22.1% of our revenue. During the quarter, we were informed by one of these customers that we would not be able to retain a sizeable piece of their business going forward at the rates we quoted them during a competitive bid process. Management elected to let this business go and attempt to replace it with new business at better rates rather than to lower our quoted rates to retain that business. Accounts receivable from the ten largest customers was $4,462,000 and $4,075,000 at March 31, 2015 and September 30, 2014 respectively. The loss of any one of these ten customers could have a material adverse effect on the Company’s revenues and income. | |
Deposits: The Company places its cash and cash equivalents with high credit quality institutions. At times, such amounts may exceed FDIC limits. |
Pipeline_Business_Acquisition
Pipeline Business Acquisition | 6 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Pipeline Business Acquisition | (10) Pipeline Business Acquisition. The operations acquired from Pipeline Transportation, Inc. on November 7, 2013 for $10,023,000 are included in the Company’s consolidated and combined operating results subsequent to the acquisition date. The Company accounted for this acquisition in accordance with the provisions of ASC 805, Business Combinations (ASC 805) and allocated the purchase price of the business based upon the fair value of the assets acquired and liabilities assumed, using a third party valuation expert. |
The goodwill recorded resulting from the acquisition amounted to $2,344,000 and is shown on the consolidated and combined balance sheets under Goodwill, and is amortizable for tax purposes. The other intangible assets acquired in the transaction are reflected in the line Intangible assets, net on the consolidated and combined balance sheets. In connection with the Pipeline acquisition, the Company assumed certain vehicle leases. As of March 31, 2015 these non-cancellable operating leases will require minimum annualized rental payments approximating $1,678,000 for the next 2.6 fiscal years. | |
The Company recorded an impairment charge related to the recorded customer relationship intangible asset resulting from the Pipeline acquisition of $2,074,000, with an after tax impact to net income of $1,265,000, in its consolidated and combined financial statements for the quarter ended March 31, 2015. The impairment charge was calculated utilizing the assistance of a third party valuation expert. The Company's conclusion that an impairment charge was necessary in second quarter 2015 was a the result of (i) the loss of certain Pipeline customers over the course of the first six months of calendar 2014, and then (ii) the notification from another customer during the current quarter that we would not be able to retain a sizeable piece of the business we acquired from Pipeline at the rates we quoted them during a competitive bid process. |
Unusual_or_Infrequent_Items_Im
Unusual or Infrequent Items Impacting Quarterly Results | 6 Months Ended |
Mar. 31, 2015 | |
Extraordinary and Unusual Items [Abstract] | |
Unusual or Infrequent Items Impacting Quarterly Results | (11) Unusual or Infrequent Items Impacting Quarterly Results. |
An impairment charge of $2,074,000 was recorded in second quarter 2015 related to the recorded customer relationship intangible asset fair value pertaining to the Pipeline acquisition in November 2013. |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Long-term debt | March 31, | September 30, | |||||||
2015 | 2014 | ||||||||
Revolving credit (uncollateralized) | $ | 3,179 | 7,282 |
Earnings_per_share_Tables
Earnings per share (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Earnings (loss) per common share | Three Months ended | Six Months ended | |||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Weighted average common shares | |||||||||||||||||
outstanding during the period | |||||||||||||||||
- shares used for basic (loss) | |||||||||||||||||
earnings per common share | 3,261 | 3,243 | 3,261 | 3,243 | |||||||||||||
Common shares issuable under | |||||||||||||||||
share based payment plans | |||||||||||||||||
which are potentially dilutive | — | — | 8 | — | |||||||||||||
Common shares used for diluted | |||||||||||||||||
earnings per common share | 3,261 | 3,243 | 3,269 | 3,243 | |||||||||||||
Net (loss) income | $ | (351 | ) | 279 | 751 | 1,019 | |||||||||||
Earnings (loss) per common share: | |||||||||||||||||
-basic | $ | (0.11 | ) | 0.09 | 0.23 | 0.31 | |||||||||||
-diluted | $ | (0.11 | ) | 0.09 | 0.23 | 0.31 |
StockBased_Compensation_Plans_
Stock-Based Compensation Plans (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Stock Compensation Expense | Three Months ended | Six Months ended | |||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Stock option grants | $ | 59 | 47 | 144 | 131 | ||||||||||||
Annual director stock award | 343 | 349 | 343 | 349 | |||||||||||||
$ | 402 | 396 | 487 | 480 | |||||||||||||
Summary of Stock Activity | Weighted | Weighted | Weighted | ||||||||||||||
Number | Average | Average | Average | ||||||||||||||
of | Exercise | Remaining | Grant Date | ||||||||||||||
Options | Shares | Price | Term (yrs) | Fair Value | |||||||||||||
Grants substituted on | |||||||||||||||||
January 30, 2015 | 91,315 | $ | 20.31 | 5.6 | $ | 254 | |||||||||||
Exercised | (9,000 | ) | $ | 12.08 | $ | (17 | ) | ||||||||||
Outstanding at | |||||||||||||||||
March 31, 2015 | 82,315 | $ | 21.22 | 5.8 | $ | 237 | |||||||||||
Exercisable at | |||||||||||||||||
March 31, 2015 | 61,398 | $ | 20.08 | 4.9 | $ | 161 | |||||||||||
Vested during | |||||||||||||||||
three months ended | |||||||||||||||||
March 31, 2015 | 8,807 | $ | 25 |
LongTerm_Debt_Longterm_debt_De
Long-Term Debt - Long-term debt (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Revolving credit (uncollateralized) | $3,179 | $7,282 |
Earnings_per_share_Earnings_lo
Earnings per share - Earnings (loss) per common share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding during the period - shares used for basic earnings per common share | 3,261 | 3,243 | 3,261 | 3,243 |
Common shares issuable under share based payment plans which are potentially dilutive | 0 | 0 | 8 | 0 |
Common shares used for diluted earnings per common share | 3,261 | 3,243 | 3,269 | 3,243 |
Net (loss) income | ($351) | $279 | $751 | $1,019 |
Earnings (loss) per common share: | ||||
Earnings per share-basic | ($0.11) | $0.09 | $0.23 | $0.31 |
Earnings per share-diluted | ($0.11) | $0.09 | $0.23 | $0.31 |
StockBased_Compensation_Plans_1
Stock-Based Compensation Plans - Stock Compensation Expense (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Stock option grants | $59 | $47 | $144 | $131 |
Annual director stock award | 343 | 349 | 343 | 349 |
Stock based compensation | $402 | $396 | $487 | $480 |
StockBased_Compensation_Plans_2
Stock-Based Compensation Plans - Summary of Stock Activity (Details) (USD $) | 6 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Jan. 30, 2015 |
Y | Y | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options granted | 91,315 | |
Options exercised | 9,000 | |
Options outstanding at March 31, 2015 | 82,315 | |
Options outstanding weighted average exercise price - Granted | $20.31 | |
Options outstanding weighted average exercise price - Exercised | $12.08 | |
Options outstanding weighted average exercise price - Ending balance | $21.22 | |
Options outstanding weighted average remaining term | 5.8 | 5.6 |
Options granted weighted average grant date fair value | $254 | |
Options exercised weighted average grant date fair value | -17 | |
Options outstanding weighted average grant date fair value - ending balance | 237 | |
Options exercisable at March 31, 2015 | 61,398 | |
Options exerciseable weighted average exercise price | $20.08 | |
Options exerciseable weighted average remaining term | 4.9 | |
Options exerciseable weighted average grant date fair value | 161 | |
Options vested during three months ended March 31, 2015 | 8,807 | |
Options vested weighted average grant date fair value | $25 |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Details Narrative) (USD $) | Mar. 31, 2015 | Jan. 30, 2015 | Jan. 28, 2015 | Dec. 03, 2014 | Sep. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | |||||
Shares distributed following Spin-off | 3,265,804 | 3,242,524 | 3,242,424 | 100 | 0 |
Revenue Producting Drivers | 696 | ||||
Fleet of Tractors | 477 | ||||
Fleet of Trailers | 565 | ||||
Terminal locations | 21 | ||||
Satellite locations | 9 | ||||
Material assets | $0 | ||||
Material liabilities | 0 | ||||
Material commitments | $0 | ||||
Petroleum Products | |||||
Percentage of Business | 82.00% | ||||
Dry Bulk Commodities | |||||
Percentage of Business | 18.00% |
Related_Party_Agreements_with_1
Related Party Agreements with FRP (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Related Party Transactions [Abstract] | ||||
Charges/allocations to FRP Holdings, Inc. | $643 | $890 | $1,437 | $1,497 |
LongTerm_Debt_Details_Narrativ
Long-Term Debt (Details Narrative) (USD $) | Mar. 31, 2015 | Jan. 30, 2015 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Wells Fargo Revolving Credit facility | $25,000 | |
Borrowed under the revolver | 3,179 | 5,100 |
Letters of credit issued | 3,278 | |
Facility amount available for borrowing | $18,543 |
Earnings_per_share_Details_Nar
Earnings per share (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 30, 2015 | Jan. 28, 2015 | Dec. 03, 2014 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||||||
Shares of common stock distributed in connection with Spin-off | 3,265,804 | 3,265,804 | 3,242,524 | 3,242,424 | 100 | 0 | ||
Anti-dilutive shares | 35,173 | 0 | 35,173 | 0 |
StockBased_Compensation_Plans_3
Stock-Based Compensation Plans (Details Narrative) (USD $) | 6 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Jan. 30, 2015 |
Y | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
FRP options replacement | 75.14% | |
Patriot options replacement | 24.86% | |
Shares available for future issuance | 194,405 | |
Aggregate intrinsic value of exercisable in-the-money options | $327 | |
Aggregate intrinsic value of outstanding in-the-money options | 380 | |
Market close price | $24.97 | |
Realized tax benefit from options exercised | 44 | |
Total unrecognized compensation cost of options granted but not yet vested | 206 | |
Weighted average period for compensation to be recognized | 3.7 | |
Gains realized by option holders | $113 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details Narrative) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Fair Value Disclosures [Abstract] | |
Assets measured at fair value on a recurring basis | $0 |
Liabilities measured at fair value on a recurring basis | 0 |
Assets measured at fair value on a non-recurring basis | 0 |
Liabilities measured at fair value on a non-recurring basis | $0 |
Concentrations_Details_Narrati
Concentrations (Details Narrative) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Sep. 30, 2014 |
Top Ten Customers | ||
Customer revenue concentration | 60.20% | |
Accounts receivable concentration | $4,462 | $4,075 |
Top Customer | ||
Customer revenue concentration | 22.10% |
Pipeline_Business_Acquisition_
Pipeline Business Acquisition (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Nov. 07, 2013 | |
Intangible asset impairment | $2,074 | $0 | $2,074 | [1] | $0 | |
Intangible asset impairment net | 1,265 | 1,265 | ||||
Pipeline | ||||||
Pipeline Transportation, Inc assets acquired | 10,023 | |||||
Non-cancellable operating lease remaining period | 2.6 | 2.6 | ||||
Operating leases minimum future annual rentals | 1,678 | 1,678 | ||||
Goodwill | $2,344 | |||||
[1] | The Company recorded a non-cash, impairment charge related to the customer relationship intangible asset recorded resulting from the Pipeline acquisition of $2,074 during the second quarter of fiscal 2015. |
Unusual_or_Infrequent_Items_Im1
Unusual or Infrequent Items Impacting Quarterly Results (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Extraordinary and Unusual Items [Abstract] | |||||
Intangible asset impairment | $2,074 | $0 | $2,074 | [1] | $0 |
[1] | The Company recorded a non-cash, impairment charge related to the customer relationship intangible asset recorded resulting from the Pipeline acquisition of $2,074 during the second quarter of fiscal 2015. |