Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 02, 2016 | Mar. 31, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | PATRIOT TRANSPORTATION HOLDING, INC. | ||
Entity Central Index Key | 1,616,741 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
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 Public Float | $ 42,838,678 | ||
Entity Common Stock, Shares Outstanding | 3,289,353 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated and Combined Balan
Consolidated and Combined Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Assets | ||
Cash and cash equivalents | $ 6,005 | $ 0 |
Accounts receivable, net of allowance for doubtful accounts of $153 and $144, respectively | 7,043 | 7,382 |
Federal and state taxes receivable | 261 | 115 |
Inventory of parts and supplies | 811 | 780 |
Prepaid tires on equipment | 2,052 | 2,019 |
Prepaid taxes and licenses | 681 | 694 |
Prepaid insurance | 820 | 748 |
Prepaid expenses, other | 64 | 58 |
Total current assets | 17,737 | 11,796 |
Land | 2,626 | 2,679 |
Buildings | 5,494 | 5,507 |
Equipment | 94,663 | 91,800 |
Property, plant and equipment, at cost | 102,783 | 99,986 |
Less accumulated depreciation | 59,080 | 57,366 |
Net property, plant and equipment | 43,703 | 42,620 |
Goodwill | 3,431 | 3,431 |
Intangible assets, net | 1,214 | 1,384 |
Other assets, net | 214 | 295 |
Total assets | 66,299 | 59,526 |
Liabilities and Shareholders' Equity | ||
Accounts payable | 4,896 | 4,163 |
Bank overdraft | 0 | 773 |
Accrued payroll and benefits | 4,608 | 5,363 |
Accrued insurance | 700 | 1,102 |
Accrued liabilities, other | 369 | 393 |
Total current liabilities | 10,573 | 11,794 |
Deferred income taxes | 10,479 | 8,334 |
Accrued insurance | 184 | 1,026 |
Other liabilities | 1,117 | 1,170 |
Commitments and contingencies (Note 11) | ||
Shareholders' Equity: | ||
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; 3,289,353 and 3,272,804 shares issued and outstanding, respectively) | 329 | 327 |
Capital in excess of par value | 35,919 | 35,005 |
Retained earnings | 7,524 | 1,819 |
Accumulated other comprehensive income, net | 174 | 51 |
Total shareholders' equity | 43,946 | 37,202 |
Total liabilties and shareholders' equity | $ 66,299 | $ 59,526 |
Consolidated and Combined Bala3
Consolidated and Combined Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable allowance for doubtful accounts | $ 153 | $ 144 |
Preferred stock, par value | $ .01 | $ .01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series A Junior Participating Preferred Stock | 250,000 | 250,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ .10 | $ .10 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 3,289,353 | 3,272,804 |
Consolidated and Combined State
Consolidated and Combined Statements of Income - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues: | ||||
Transportation revenues | $ 115,592 | $ 111,294 | $ 108,424 | |
Fuel surcharges | 4,580 | 11,588 | 20,738 | |
Total revenues | 120,172 | 122,882 | 129,162 | |
Cost of operations: | ||||
Compensation and benefits | 51,069 | 49,050 | 47,431 | |
Fuel expenses | 15,157 | 20,295 | 29,281 | |
Repairs & tires | 7,777 | 7,876 | 7,831 | |
Other operating | 4,719 | 4,520 | 5,251 | |
Insurance and losses | 10,358 | 10,249 | 10,729 | |
Depreciation expense | 8,870 | 8,486 | 8,210 | |
Rents, tags & utilities | 3,834 | 3,892 | 3,706 | |
Sales, general & administrative | 9,626 | 9,188 | 9,273 | |
Corporate expenses | 2,946 | 3,203 | 2,685 | |
Intangible asset impairment | 0 | 2,074 | [1] | 0 |
Gain on property sale | (1,277) | 0 | 0 | |
Gain on equipment sales | (697) | (1,537) | (578) | |
Total cost of operations | 112,382 | 117,296 | 123,819 | |
Total operating profit | 7,790 | 5,586 | 5,343 | |
BP claim Settlement | 1,687 | 0 | 0 | |
Interest income and other | 6 | 0 | 7 | |
Interest expense | (130) | (112) | (109) | |
Income before income taxes | 9,353 | 5,474 | 5,241 | |
Provision for income taxes | 3,648 | 2,135 | 2,044 | |
Net income | $ 5,705 | $ 3,339 | $ 3,197 | |
Earnings per common share: | ||||
Net income - basic | $ 1.74 | $ 1.02 | $ 0.99 | |
Net income - diluted | $ 1.74 | $ 1.02 | $ 0.99 | |
Number of shares (in thousands) used in computing: | ||||
-basic earnings per common share | 3,283 | 3,268 | 3,243 | |
-diluted earnings per common share | 3,285 | 3,275 | 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 $2,074 during the second quarter of fiscal 2015. |
Consolidated and Combined Stat5
Consolidated and Combined Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | |||
Net income | $ 5,705 | $ 3,339 | $ 3,197 |
Other comp. income (loss) net of tax: | |||
Actuarial gain (loss) retiree health | 123 | 4 | (3) |
Minimum pension liability | 0 | (6) | (2) |
Comprehensive income | $ 5,828 | $ 3,337 | $ 3,192 |
Consolidated and Combined Stat6
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Cash flows from operating activities: | ||||
Net income | $ 5,705 | $ 3,339 | $ 3,197 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 9,729 | 9,485 | 9,294 | |
Intangible asset impairment | 0 | 2,074 | [1] | 0 |
Deferred income taxes | 2,145 | (590) | (461) | |
Gain on asset dispositions | (2,222) | (1,558) | (578) | |
Stock-based compensation | 745 | 617 | 569 | |
Net changes in operating assets and liabilities: | ||||
Accounts receivable | 339 | (263) | (235) | |
Inventory of parts and supplies | (31) | 115 | (14) | |
Prepaid expenses | (98) | 152 | (149) | |
Other assets | 132 | (148) | 0 | |
Accounts payable and accrued liabilities | (448) | 2,478 | [2] | (1,487) |
Income taxes payable and receivable | (146) | (244) | (44) | |
Long-term insurance liabilities and other long-term liabilities | (895) | (405) | 728 | |
Net cash provided by operating activities | 14,955 | 15,052 | 10,820 | |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (11,503) | (9,905) | (9,631) | |
Business acquisition | 0 | 0 | (10,023) | |
Proceeds from the sale of property, plant and equipment | 3,155 | 1,863 | 1,436 | |
Net cash used in investing activities | (8,348) | (8,042) | (18,218) | |
Cash flows from financing activities: | ||||
(Decrease) increase in bank overdrafts | (773) | (160) | 685 | |
Proceeds from borrowing on revolving credit facility | 13,536 | 43,793 | 23,528 | |
Payments on revolving credit facility | (13,536) | (51,075) | (16,246) | |
Debt issue costs | 0 | (94) | 0 | |
Excess tax benefits from exercise of stock options | 171 | 425 | 0 | |
Proceeds from exercised stock options | 0 | 202 | 0 | |
Net distributions to FRP prior to spin-off | 0 | (101) | (569) | |
Net cash (used in) provided by financing activities | (602) | (7,010) | 7,398 | |
Net increase in cash and cash equivalents | 6,005 | 0 | 0 | |
Cash and cash equivalents at beginning of year | 0 | 0 | 0 | |
Cash and cash equivalents at end of the year | 6,005 | 0 | 0 | |
Supplemental disclosures of cash flow information: | ||||
Cash paid during the year for interest | 74 | 175 | 109 | |
Cash paid during the year for Income taxes | $ 1,909 | $ 2,840 | $ 2,548 | |
[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 $132 in fiscal 2014. |
Consolidated and Combined Stat7
Consolidated and Combined Statements of Shareholders' Equity/Net Investment - USD ($) $ in Thousands | Common Stock | Capital in Excess of Par Value | Retained Earnings | Net Investment | Accumulated Other Comprehensive Income, net of tax | Total |
Beginning balance, shares at Sep. 30, 2013 | 0 | |||||
Beginning balance, amount at Sep. 30, 2013 | $ 0 | $ 0 | $ 0 | $ 29,472 | $ 58 | $ 29,530 |
Net income | 3,197 | 3,197 | ||||
Minimum pension liability, net of tax | (2) | (2) | ||||
Actuarial (loss) gain, net | (3) | (3) | ||||
Ending balance, shares at Sep. 30, 2014 | 0 | |||||
Ending balance, amount at Sep. 30, 2014 | $ 0 | 0 | 0 | 32,669 | 53 | 32,722 |
Issuance of common stock at spinoff, shares | 3,242,524 | |||||
Issuance of common stock at spinoff, amount | $ 324 | $ 324 | ||||
Exercise of stock options, shares | 16,000 | 16,000 | ||||
Exercise of stock options, amount | $ 2 | 201 | $ 203 | |||
Excess tax benefits from exercise of stock options | 425 | 425 | ||||
Stock-based compensation | 174 | 174 | ||||
Shares granted to Directors, shares | 14,280 | |||||
Shares granted to Directors, amount | $ 1 | 341 | 342 | |||
Net income | $ 0 | 0 | 3,339 | 0 | 3,339 | |
Minimum pension liability, net of tax | (6) | (6) | ||||
Actuarial (loss) gain, net | 4 | 4 | ||||
Reclassification of net investment to capital in excess of par value | 33,864 | (1,520) | (32,669) | (325) | ||
Ending balance, shares at Sep. 30, 2015 | 3,272,804 | |||||
Ending balance, amount at Sep. 30, 2015 | $ 327 | 35,005 | 1,819 | 0 | 51 | 37,202 |
Excess tax benefits from exercise of stock options | 171 | 171 | ||||
Stock-based compensation | 384 | 384 | ||||
Shares granted to Directors, shares | 16,549 | |||||
Shares granted to Directors, amount | $ 2 | 359 | 361 | |||
Net income | 5,705 | 5,705 | ||||
Minimum pension liability, net of tax | 0 | |||||
Actuarial (loss) gain, net | 123 | 123 | ||||
Ending balance, shares at Sep. 30, 2016 | 3,289,353 | |||||
Ending balance, amount at Sep. 30, 2016 | $ 329 | $ 35,919 | $ 7,524 | $ 0 | $ 174 | $ 43,946 |
Accounting Policies
Accounting Policies | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Accounting Policies | 1. Accounting Policies. DESCRIPTION OF BUSINESS Spin-off Transaction On January 30, 2015, FRP Holdings, Inc. ("FRP") completed the tax-free spin-off (the “Spin-off") of Patriot Transportation Holding, Inc., (the "Company" or "Patriot"). In the Spin-off, 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. Patriot now is an independent, publicly traded company, and FRP retains no ownership in Patriot. 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, rather, we act as a third party carrier to deliver our customer’s products from point A to point B predominately using Company employees driving Company owned tractors and tank trailers. Approximately 82% of our business consists of hauling liquid petroleum products (mostly gas and diesel fuel) from large scale fuel storage facilities to our customers’ 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 sale to the retail consumer. The remaining 18% of our business consists of hauling our customer’s dry bulk commodities such as cement, lime and various industrial powder products and liquid chemicals. PRINCIPLES OF CONSOLIDATION AND COMBINATION - The consolidated and combined financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts, certain assets, liabilities, and expenses of Patriot and its wholly owned subsidiaries that comprise the Company. All significant intercompany transactions within the consolidated and combined entity have been eliminated. 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. Bank overdrafts consist of outstanding checks not yet presented to a bank for settlement, net of cash held in accounts with right of offset. INVENTORY - Inventory of parts and supplies is valued at the lower of cost (first-in, first-out) or market. TIRES ON EQUIPMENT - The value of tires on tractors and trailers is accounted for as a prepaid expense and amortized over the life of the tires as a function of miles driven. REVENUE AND EXPENSE RECOGNITION - Transportation revenue, including fuel surcharges, is recognized when the services have been rendered to customers or delivery has occurred, the pricing is fixed or determinable and collectibility is reasonably assured. Transportation expenses are recognized as incurred. ACCOUNTS RECEIVABLE - Accounts receivable are recorded net of discounts and provisions for estimated allowances. We estimate allowances on an ongoing basis by considering historical and current trends. We record estimated bad debts expense as a selling, general and administrative expense. We estimate the net collectibility of our accounts receivable and establish an allowance for doubtful accounts based upon this assessment. Specifically, we analyze the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms. Any trade accounts receivable balances written off are charged against the allowance for doubtful accounts. The Company has not experienced any significant credit-related losses in the past three years. PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost less accumulated depreciation. Provision for depreciation of property and equipment is computed using the straight-line method based on the following estimated useful lives: Years Building and improvements 7-39 Revenue equipment 7-10 Other equipment 3-10 The Company recorded depreciation expenses for 2016, 2015 and 2014 of $9,487,000, $9,154,000 and $8,898,000, respectively. IMPAIRMENT OF LONG-LIVED ASSETS - The Company periodically reviews its long-lived assets, which include property and equipment and purchased intangible assets subject to amortization, for potential impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. The analysis consists of a review of future anticipated results considering business prospects and asset utilization. If the sum of these future cash flows (undiscounted and without interest charges) is less than the carrying amount of the assets, the Company would record an impairment loss based on the fair value of the assets with the fair value of the assets generally based upon an estimate of the discounted future cash flows expected with regards to the assets and their eventual disposition. GOODWILL – Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the book value of the reporting unit. If the fair value of the reporting unit is less than the book value, including goodwill, then the recorded goodwill is impaired to its implied fair value with a charge to operating expense. INSURANCE - The Company has a $250,000 to $500,000 self-insured retention per occurrence in connection with certain of its workers’ compensation, automobile liability, and general liability insurance programs (“risk insurance”). The Company is also self-insured for its employee health insurance benefits and carries stop loss coverage for losses over $250,000 per covered participant per year plus a $77,000 aggregate. The Company has established an accrued liability for the estimated cost in connection with its portion of its risk and health insurance losses incurred and reported. Claims paid by the Company are charged against the liability. Additionally, the Company maintains an accrued liability for incurred but not reported claims based on historical analysis of such claims. Payments made under a captive agreement for each year’s loss fund are scheduled in advance using actuarial methodology. The captive agreement provides that we will share in the underwriting results, good or bad, within a $250,000 per occurrence layer of loss through retrospective premium adjustments. The method of calculating the accrual liability is subject to inherent uncertainty. If actual results are less favorable than the estimates used to calculate the liabilities, the Company would have to record expenses in excess of what has been accrued. INCOME TAXES - 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. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit. The second step is to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the amounts rely upon the determination of the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law and expiration of statutes of limitations, effectively settled issues under audit, and audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. It is the Company’s policy to recognize as additional income tax expense the items of interest and penalties directly related to income taxes. STOCK BASED COMPENSATION – The Company accounts for compensation related to share based plans by recognizing the grant date fair value of stock options and other equity-based compensation issued to Company employees in Patriot’s income statement over the requisite employee service period using the straight-line attribution model. In addition, compensation expense must be recognized for the change in fair value of any awards modified, repurchased or cancelled after the grant date. The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used in the model and related impact are discussed in Footnote 6. PENSION PLAN - The Company accounts for its pension plan following the requirements of FASB ASC Topic 715, “Compensation – Retirement Benefits”, which requires an employer to: (a) recognize in its statement of financial position the funded status of a benefit plan; (b) measure defined benefit plan assets and obligations as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise but are not recognized as components of net periodic benefit costs pursuant to prior existing guidance. EARNINGS PER COMMON 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 and restricted stock. USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. Certain accounting policies and estimates are of more significance in the financial statement preparation process than others. The most critical accounting policies and estimates include the economic useful lives and salvage values of our vehicles and equipment, provisions for uncollectible accounts receivable, estimates of exposures related to our insurance claims plans, and estimates for taxes. To the extent that actual, final outcomes are different than these estimates, or that additional facts and circumstances result in a revision to these estimates, earnings during that accounting period will be affected. 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 for the estimated amount of expected environmental assessments and/or remedial efforts. Estimation of such liabilities includes an assessment of engineering estimates, continually evolving governmental laws and standards, and potential involvement of other potentially responsible parties. COMPREHENSIVE INCOME – Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) refers to expenses, gains, and losses that are not included in net income, but rather are recorded directly in shareholder’s equity/net investment. NET INVESTMENT BY PARENT – The Net investment by former Parent represents a net balance reflecting FRP’s initial investment in the Company and subsequent adjustments resulting from the operations of the Company and various transactions between the Company and FRP. RECENTLY ISSUED ACCOUNTING STANDARDS – In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The guidance becomes effective for annual reporting periods beginning after December 15, 2016 with early adoption permitted. The Company adopted this guidance retrospectively as of October 1, 2015 and reclassified $309,000 of deferred tax liability as of September 30, 2015 from current to long term. In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. Additional qualitative and quantitative disclosures, including significant judgments made by management, will be required. The new standard will become effective for the Company beginning with the first quarter 2020 and requires a modified retrospective transition approach and includes a number of practical expedients. Early adoption of the standard is permitted. The Company is currently evaluating the impacts the adoption of this accounting guidance will have on the consolidated financial statements. The Company has relatively few leases extending over 12 months, the total gross contractual obligation for lease payments greater than 12 months at September 30, 2016 was $1,722,000. In March 2016, the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. Excess tax benefits for share-based payments will be recorded as a reduction of income taxes and reflected in operating cash flows upon the adoption of this ASU. Excess tax benefits are currently recorded in equity and disclosed on the statement of cash flows as financing activity under the current rules. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2016 with early adoption permitted. The Company may early adopt this accounting guidance in fiscal 2017 or as required in fiscal 2018. |
Related Party Agreements
Related Party Agreements | 12 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | 2. Related Party Agreements. 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 boards of the respective companies have since extended these agreements for an additional twelve months. The consolidated and combined statements of income reflect charges and/or allocation to FRP Holdings, Inc. for these services of $1,542,000, $2,211,000, and $2,539,000 for fiscal 2016, 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 as set forth in the Transition Services Agreement, 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. Patriot provides information technology services and previously subleased office space to Bluegrass Materials Company, LLC (“Bluegrass”). Mr. John Baker, brother of Edward L. Baker and uncle of Thompson S. Baker II, serves as Chairman of Bluegrass, and his son, Edward L. Baker II, serves as its Chief Executive Officer. Messrs. John Baker and Edward L. Baker II have a beneficial ownership interest in Bluegrass. Bluegrass paid $599,000, $490,000 and $359,000 to the Company for fiscal 2016, 2015 and 2014 respectively for such information technology services and office space. The services to Bluegrass are anticipated to cease by December 31, 2016. |
Debt
Debt | 12 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 3. Debt. The Company had no long-term debt outstanding at September 30, 2016 and September 30, 2015. The Company has two revolving lines of credit at September 30, 2016 as follows: 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 into this new revolver. As of September 30, 2016, we had no outstanding debt borrowed on this revolver, $2,436,000 outstanding under letters of credit and $22,564,000 available for additional borrowings. In addition to the unsecured revolving facility provided by Wells Fargo, Management determined the Company needed an additional financing source to provide capital for potential growth opportunities. The Company closed on a loan on May 13, 2015 from Branch Banking and Trust Company (BB&T) for up to $25 million under a two (2) year revolving facility to be secured by a portion of the Company’s equipment. This facility contains a provision which automatically converts any draws under the revolver into five-year term loans with a seven year amortization. As of September 30 2016, the Company had not taken any draws against this facility. These credit agreements contain certain conditions, affirmative financial covenants and negative covenants including limitations on paying cash dividends. The Company was in compliance with all of its loan covenants as of September 30, 2016. |
Operating Leases
Operating Leases | 12 Months Ended |
Sep. 30, 2016 | |
Leases [Abstract] | |
Leases | 4. Operating Leases. The Company leases certain assets under operating leases, which primarily consist of real estate leases for the corporate office and some of our terminal locations. Certain operating leases provide for renewal options, which can vary by lease and are typically offered at their fair rental value. The Company has not made any residual value guarantees related to its operating leases; therefore, there is no corresponding liability recorded on the Balance Sheets. Future minimum annual lease payments for assets under operating leases as of September 30, 2016 are as follows (in thousands): Fiscal Year Total 2017 458 2018 299 2019 303 2020 307 2021 311 Thereafter 501 Total minimum lease payments $ 2,179 Aggregate expense under operating leases was $759,000, $742,000 and $738,000 for 2016, 2015 and 2014, respectively. Certain operating leases include rent escalation provisions, which are recognized as expense on a straight-line basis. |
Earnings per share
Earnings per share | 12 Months Ended |
Sep. 30, 2016 | |
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 per common share. (Shares in thousands, except per share amounts.) Years Ended September 30 2016 2015 2014 Common shares: Weighted average common shares outstanding during the period - shares used for basic earnings per common share 3,283 3,268 3,243 Common shares issuable under share based payment plans which are potentially dilutive 2 7 — Common shares used for diluted earnings per common share 3,285 3,275 3,243 Net income $ 5,705 3,339 3,197 Earnings per common share Basic $ 1.74 1.02 .99 Diluted $ 1.74 1.02 .99 For 2016 and 2015, 80,669 and 19,218 shares, respectively, attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Sep. 30, 2016 | |
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 previously were 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 142,360 at September 30, 2016. Patriot utilizes the Black-Scholes valuation model for estimating fair value of stock compensation for options awarded to officers and employees. Each grant is evaluated based upon assumptions at the time of grant. The assumptions are no dividend yield, expected volatility between 37% and 41%, risk-free interest rate of .9 to 2.0% and expected life of 3.0 to 7.0 years. The dividend yield of zero is based on the fact that Patriot does not pay cash dividends and has no present intention to pay cash dividends. Expected volatility is estimated based on FRP’s historical experience over a period equivalent to the expected life in years. The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate at the date of grant with a term consistent with the expected life of the options granted. The expected life calculation is based on the observed and expected time to exercise options by the employees. 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 income (in thousands): Years Ended September 30 2016 2015 2014 Stock option grants $ 384 274 220 Annual director stock award 361 343 349 $ 745 617 569 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(000's) Grants substituted on January 30, 2015 91,315 $ 20.31 5.6 $ 761 Exercised (16,000 ) 12.62 $ (95 ) Outstanding at September 30, 2015 75,315 $ 21.95 5.8 $ 666 Granted 38,794 23.78 362 Forfeited (3,298 ) 24.24 (29 ) Outstanding at September 30, 2016 110,811 $ 22.52 6.2 $ 999 Exercisable at September 30, 2016 68,049 $ 21.43 4.8 $ 548 Vested during twelve months ended September 30, 2016 13,651 $ 110 The following table summarizes information concerning stock options outstanding at September 30, 2016: Shares Weighted Weighted Range of Exercise under Average Average Prices per Share Option Exercise Price Remaining Life Non-exercisable: $16.50 – $20.63 4,874 18.99 6.0 $20.64 - $25.78 28,276 23.77 9.1 $25.79-32.23 9,612 28.39 7.8 42,762 $ 24.27 8.5 years Exercisable: $16.50 - $20.63 35,188 18.49 4.3 $20.64 - $25.78 23,255 22.78 4.4 $25.79 - $32.23 9,606 28.91 7.7 68,049 $ 21.43 4.8 Years Total 110,811 $ 22.52 6.2 Years The aggregate intrinsic value of exercisable Company options was $79,000 and the aggregate intrinsic value of all outstanding in-the-money options was $87,000 based on the Company’s market closing price of $20.73 on September 30, 2016 less exercise prices. The realized tax benefit from Patriot option exercises during fiscal 2016 was $353,000 which pertained to FRP options exercised that were granted prior to the Spin-off to persons employed by Patriot. The unrecognized compensation expense of Patriot options granted as of September 30, 2016 was $647,000, which is expected to be recognized over a weighted-average period of 3.0 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes. The provision for income taxes for continuing operations for fiscal years ended September 30 consists of the following (in thousands): 2016 2015 2014 Current: Federal $ 1,247 2,315 2,081 State 334 408 424 1,581 2,723 2,505 Deferred 2,067 (588 ) (461 ) Total $ 3,648 2,135 2,044 A reconciliation between the amount of tax shown above and the amount computed at the statutory Federal income tax rate follows (in thousands): 2016 2015 2014 Amount computed at statutory Federal rate $ 3,180 1,862 1,804 State income taxes (net of Federal income tax benefit) 440 257 233 Other, net 28 16 7 Provision for income taxes $ 3,648 2,135 2,044 In this reconciliation, the category “Other, net” consists of changes in permanent tax differences related to non-deductible expenses, special tax rates and tax credits, interest and penalties, and adjustments to prior year estimates. 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 (in thousands): 2016 2015 Deferred tax liabilities: Property and equipment $ 12,156 10,684 Prepaid expenses 134 — Gross deferred tax liabilities 12,290 10,684 Deferred tax assets: Insurance liabilities 184 656 Employee benefits and other 1,627 1,694 Gross deferred tax assets 1,811 2,350 Net deferred tax liability $ 10,479 8,334 The Company has no unrecognized tax benefits. Patriot tax returns in the U.S. and various states that include the Company are subject to audit by taxing authorities. As of September 30, 2016, the earliest tax year that remains open for audit in the Unites States is 2010. |
Accrued Insurance
Accrued Insurance | 12 Months Ended |
Sep. 30, 2016 | |
Insurance [Abstract] | |
Accrued Insurance | 8. Accrued Insurance. The Company has established an accrued liability for the estimated cost in connection with its portion of its risk and health insurance losses incurred and reported. Payments made under a captive agreement for each year’s risk loss fund are scheduled in advance using actuarial methodology. Captive insurance assets available to us to settle risk insurance liabilities are not reported on our balance sheet as we do not control or consolidate the captive. The accrued insurance liability at September 30 is summarized as follows (in thousands): 2016 2015 Accrued insurance, current portion $ 700 1,102 Accrued insurance, non-current 184 1,026 Total accrued insurance $ 884 2,128 Captive agreement assets 3,669 2,986 Gross accrued insurance $ 4,553 5,114 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefits | 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 which an eligible employee may elect to save a portion (within limits) of their compensation on a tax deferred basis. Patriot 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 discretionary 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 allocated cost was $792,000 in 2016, $718,000 in 2015 and $718,000 in 2014. The Company has a Management Security Plan (MSP) for certain key employees. The accruals for future benefits are based upon the remaining years to retirement of the participating employees and other actuarial assumptions. The fourth quarter of fiscal 2014 included a $575,000 unfavorable adjustment to the actuarially assumed expense due to the death prior to retirement of one of the plan participants. The expense allocated to the Company for fiscal 2016, 2015 and 2014 was $25,000, $28,000 and $614,000, respectively. The accrued benefit related to the Company under this plan as of September 30, 2016 and 2015 was $702,000 and $744,000, respectively. 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 Patriot. The plan is contributory and unfunded. The Company accrues its allocated estimated cost of retiree health benefits over the years that the employees render service. The accrued postretirement benefit obligation for this plan related to the Company as of September 30, 2016 and 2015 was $180,000 and $387,000, respectively. The net periodic postretirement benefit cost allocated to the Company was $16,000, $12,000 and $12,000 for fiscal 2016, 2015 and 2014, respectively. The discount rate used in determining the Net Periodic Postretirement Benefit Cost was 3.7% for 2016, 4.0% for 2015 and 4.0% for 2014. The discount rate used in determining the Accumulated Postretirement Benefit Obligation (APBO) was 4.25% for 2016, 2015, and 2014. No medical trend is applicable because the Company’s share of the cost is frozen. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. 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 are those that are unobservable and significant to the overall fair value measurement. As of September 30, 2016 the Company had no assets or liabilities measured at fair value on a recurring or non-recurring basis. At September 30, 2016 and 2015, the carrying amount reported in the consolidated and combined balance sheets for cash and cash equivalents, accounts receivable, accounts payable and other financial instruments approximate their fair value based upon the short-term nature of these items. We believe the fair value of the allocated outstanding debt obligations approximate their carrying value as the related debt agreements reflect present market terms and as certain debt obligations contain certain interest rates that reset periodically based on current market indices. |
Contingent liabilities
Contingent liabilities | 12 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent liabilities | 11. 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 has retained certain self-insurance risks with respect to losses for third party liability and property damage. There is a reasonable possibility that the Company’s estimate of vehicle and workers’ compensation liability may be understated or overstated but the possible range cannot be estimated. The liability at any point in time depends upon the relative ages and amounts of the individual open claims. In the opinion of management none of these matters are expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. |
Concentrations
Concentrations | 12 Months Ended |
Sep. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 12. Concentrations. Market: Customers Deposits |
Unusual or Infrequent Items Imp
Unusual or Infrequent Items Impacting Quarterly Results | 12 Months Ended |
Sep. 30, 2016 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Unusual or Infrequent Items Impacting Quarterly Results | 13. Unusual or Infrequent Items Impacting Quarterly Results. On September 30, 2016, the Company received $1,330,000 for an easement granted to the state of Florida over the Company's 25.2 acre terminal facility in Tampa, Florida resulting in a $1,277,000 gain. The easement prohibits residential development on the site and prohibits hotel development on a portion of the site. On October 20, 2015, the Company received notice from the Claims Administrator for the Deepwater Horizon Economic and Property Damages Settlement Program that the Company’s claim in the amount of $2,106,281 qualifies for payment under the terms of the Economic and Property Damages Settlement Agreement. On December 18, 2015 BP accepted the Company’s proposal of $2,047,651. The Company received payment of $1,687,085 on January 6, 2016 net of all contingency fees. This amount is included in other income. 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. Sales, general & administrative expense for the fourth quarter of fiscal 2014 includes a $575,000 unfavorable adjustment to the actuarially assumed expense due to the death prior to retirement of one of the Management Security Plan participants. |
Pipeline Business Acquisition
Pipeline Business Acquisition | 12 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Pipeline Business Acquisition | 14. 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 as follows (in thousands): Consideration: Fair value of consideration transferred (cash paid) $ (10,023 ) Acquisition related costs expensed $ 75 Recognized amounts of identifiable assets acquired and liabilities assumed: Property and equipment $ 3,397 Prepaid tires and other prepaid assets 276 Customer relationships 4,004 Trade name 72 Non-compete agreement 62 Vacation liability assumed (132 ) Total identifiable net assets assumed $ 7,679 Goodwill 2,344 Total $ 10,023 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 September 30, 2016 these non-cancellable operating leases will require minimum annualized rental payments approximating $200,000 for the next 1.1 fiscal years. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 15. Goodwill and Intangible Assets. The changes in gross carrying amounts of goodwill are as follows (in thousands): Goodwill October 1, 2013 $ 1,087 Goodwill acquired 2,344 September 30, 2014 3,431 No activity — September 30, 2015 3,431 No activity — September 30, 2016 $ 3,431 The Company assesses goodwill for impairment on an annual basis in the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company reviews intangible assets, including customer value, trade name and non-compete agreements, for impairment, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset group to the future undiscounted net cash flows expected to be generated by those assets. If such assets are considered to be impaired, the impairment charge recognized is the amount by which the carrying amounts of the assets exceeds the fair value of the assets. The gross amounts and accumulated amortization (including impairment) of identifiable intangible assets are as follows (in thousands): September 30, 2016 September 30, 2015 Gross Accumulated Gross Accumulated Amount Amortization Amount Amortization Amortizable intangible assets: Customer value (useful life 10.5 years) 4,004 2,844 4,004 2,691 Trade name (useful life 3.5 years) 72 60 72 39 Non-compete (useful life 5 years) 62 36 62 24 $ 4,138 $ 2,940 $ 4,138 $ 2,754 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 nine months of calendar 2014, and then (ii) the notification from another customer during the second 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. Amortization expense for intangible assets was $186,000 for 2016 and it is included in sales, general and administrative expense. Estimated amortization expense for the five succeeding years follows (in thousands): Amount 2017 $ 177 2018 166 2019 154 2020 153 2021 153 Total $ 803 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | DESCRIPTION OF BUSINESS Spin-off Transaction On January 30, 2015, FRP Holdings, Inc. ("FRP") completed the tax-free spin-off (the “Spin-off") of Patriot Transportation Holding, Inc., (the "Company" or "Patriot"). In the Spin-off, 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. Patriot now is an independent, publicly traded company, and FRP retains no ownership in Patriot. 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, rather, we act as a third party carrier to deliver our customer’s products from point A to point B predominately using Company employees driving Company owned tractors and tank trailers. Approximately 82% of our business consists of hauling liquid petroleum products (mostly gas and diesel fuel) from large scale fuel storage facilities to our customers’ 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 sale to the retail consumer. The remaining 18% of our business consists of hauling our customer’s dry bulk commodities such as cement, lime and various industrial powder products and liquid chemicals. |
Principles of consolidation and combination | PRINCIPLES OF CONSOLIDATION AND COMBINATION - The consolidated and combined financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts, certain assets, liabilities, and expenses of Patriot and its wholly owned subsidiaries that comprise the Company. All significant intercompany transactions within the consolidated and combined entity have been eliminated. |
Cash and Cash Equivalents | 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. Bank overdrafts consist of outstanding checks not yet presented to a bank for settlement, net of cash held in accounts with right of offset. |
Inventory | INVENTORY - Inventory of parts and supplies is valued at the lower of cost (first-in, first-out) or market. |
Tires on Equipment | TIRES ON EQUIPMENT - The value of tires on tractors and trailers is accounted for as a prepaid expense and amortized over the life of the tires as a function of miles driven. |
Revenue and Expense Recognition | REVENUE AND EXPENSE RECOGNITION - Transportation revenue, including fuel surcharges, is recognized when the services have been rendered to customers or delivery has occurred, the pricing is fixed or determinable and collectibility is reasonably assured. Transportation expenses are recognized as incurred. |
Accounts Receivable | ACCOUNTS RECEIVABLE - Accounts receivable are recorded net of discounts and provisions for estimated allowances. We estimate allowances on an ongoing basis by considering historical and current trends. We record estimated bad debts expense as a selling, general and administrative expense. We estimate the net collectibility of our accounts receivable and establish an allowance for doubtful accounts based upon this assessment. Specifically, we analyze the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms. Any trade accounts receivable balances written off are charged against the allowance for doubtful accounts. The Company has not experienced any significant credit-related losses in the past three years. |
Property and Equipment | PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost less accumulated depreciation. Provision for depreciation of property and equipment is computed using the straight-line method based on the following estimated useful lives: Years Building and improvements 7-39 Revenue equipment 7-10 Other equipment 3-10 The Company recorded depreciation expenses for 2016, 2015 and 2014 of $9,487,000, $9,154,000 and $8,898,000, respectively. |
Impairment of Long-Lived assets | IMPAIRMENT OF LONG-LIVED ASSETS - The Company periodically reviews its long-lived assets, which include property and equipment and purchased intangible assets subject to amortization, for potential impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. The analysis consists of a review of future anticipated results considering business prospects and asset utilization. If the sum of these future cash flows (undiscounted and without interest charges) is less than the carrying amount of the assets, the Company would record an impairment loss based on the fair value of the assets with the fair value of the assets generally based upon an estimate of the discounted future cash flows expected with regards to the assets and their eventual disposition. |
Goodwill | GOODWILL – Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the book value of the reporting unit. If the fair value of the reporting unit is less than the book value, including goodwill, then the recorded goodwill is impaired to its implied fair value with a charge to operating expense. |
Insurance | INSURANCE - The Company has a $250,000 to $500,000 self-insured retention per occurrence in connection with certain of its workers’ compensation, automobile liability, and general liability insurance programs (“risk insurance”). The Company is also self-insured for its employee health insurance benefits and carries stop loss coverage for losses over $250,000 per covered participant per year plus a $77,000 aggregate. The Company has established an accrued liability for the estimated cost in connection with its portion of its risk and health insurance losses incurred and reported. Claims paid by the Company are charged against the liability. Additionally, the Company maintains an accrued liability for incurred but not reported claims based on historical analysis of such claims. Payments made under a captive agreement for each year’s loss fund are scheduled in advance using actuarial methodology. The captive agreement provides that we will share in the underwriting results, good or bad, within a $250,000 per occurrence layer of loss through retrospective premium adjustments. The method of calculating the accrual liability is subject to inherent uncertainty. If actual results are less favorable than the estimates used to calculate the liabilities, the Company would have to record expenses in excess of what has been accrued. |
Income Taxes | INCOME TAXES - 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. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit. The second step is to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the amounts rely upon the determination of the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law and expiration of statutes of limitations, effectively settled issues under audit, and audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. It is the Company’s policy to recognize as additional income tax expense the items of interest and penalties directly related to income taxes. |
Stock Based Compensation | STOCK BASED COMPENSATION – The Company accounts for compensation related to share based plans by recognizing the grant date fair value of stock options and other equity-based compensation issued to Company employees in Patriot’s income statement over the requisite employee service period using the straight-line attribution model. In addition, compensation expense must be recognized for the change in fair value of any awards modified, repurchased or cancelled after the grant date. The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used in the model and related impact are discussed in Footnote 6. |
Pension Plan | PENSION PLAN - The Company accounts for its pension plan following the requirements of FASB ASC Topic 715, “Compensation – Retirement Benefits”, which requires an employer to: (a) recognize in its statement of financial position the funded status of a benefit plan; (b) measure defined benefit plan assets and obligations as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise but are not recognized as components of net periodic benefit costs pursuant to prior existing guidance. |
Earnings Per Common Share | EARNINGS PER COMMON 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 and restricted stock. |
Use of Estimates | USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. Certain accounting policies and estimates are of more significance in the financial statement preparation process than others. The most critical accounting policies and estimates include the economic useful lives and salvage values of our vehicles and equipment, provisions for uncollectible accounts receivable, estimates of exposures related to our insurance claims plans, and estimates for taxes. To the extent that actual, final outcomes are different than these estimates, or that additional facts and circumstances result in a revision to these estimates, earnings during that accounting period will be affected. |
Environmental | 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 for the estimated amount of expected environmental assessments and/or remedial efforts. Estimation of such liabilities includes an assessment of engineering estimates, continually evolving governmental laws and standards, and potential involvement of other potentially responsible parties. |
Comprehensive Income | COMPREHENSIVE INCOME – Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) refers to expenses, gains, and losses that are not included in net income, but rather are recorded directly in shareholder’s equity/net investment. |
Net Investment by Parent | NET INVESTMENT BY PARENT – The Net investment by former Parent represents a net balance reflecting FRP’s initial investment in the Company and subsequent adjustments resulting from the operations of the Company and various transactions between the Company and FRP. |
Recently Issued Accounting Standards | RECENTLY ISSUED ACCOUNTING STANDARDS – In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The guidance becomes effective for annual reporting periods beginning after December 15, 2016 with early adoption permitted. The Company adopted this guidance retrospectively as of October 1, 2015 and reclassified $309,000 of deferred tax liability as of September 30, 2015 from current to long term. In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. Additional qualitative and quantitative disclosures, including significant judgments made by management, will be required. The new standard will become effective for the Company beginning with the first quarter 2020 and requires a modified retrospective transition approach and includes a number of practical expedients. Early adoption of the standard is permitted. The Company is currently evaluating the impacts the adoption of this accounting guidance will have on the consolidated financial statements. The Company has relatively few leases extending over 12 months, the total gross contractual obligation for lease payments greater than 12 months at September 30, 2016 was $1,722,000. In March 2016, the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. Excess tax benefits for share-based payments will be recorded as a reduction of income taxes and reflected in operating cash flows upon the adoption of this ASU. Excess tax benefits are currently recorded in equity and disclosed on the statement of cash flows as financing activity under the current rules. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2016 with early adoption permitted. The Company may early adopt this accounting guidance in fiscal 2017 or as required in fiscal 2018. |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Leases [Abstract] | |
Future minimum annual lease payments for assets under operating leases (in thousands) | Fiscal Year Total 2017 458 2018 299 2019 303 2020 307 2021 311 Thereafter 501 Total minimum lease payments $ 2,179 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computations of the basic and diluted earning per common share (Shares in thousands, except per share amounts) | Years Ended September 30 2016 2015 2014 Common shares: Weighted average common shares outstanding during the period - shares used for basic earnings per common share 3,283 3,268 3,243 Common shares issuable under share based payment plans which are potentially dilutive 2 7 — Common shares used for diluted earnings per common share 3,285 3,275 3,243 Net income $ 5,705 3,339 3,197 Earnings per common share Basic $ 1.74 1.02 .99 Diluted $ 1.74 1.02 .99 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation Expense (in thousands) | Years Ended September 30 2016 2015 2014 Stock option grants $ 384 274 220 Annual director stock award 361 343 349 $ 745 617 569 |
Summary of Company stock options (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(000's) Grants substituted on January 30, 2015 91,315 $ 20.31 5.6 $ 761 Exercised (16,000 ) 12.62 $ (95 ) Outstanding at September 30, 2015 75,315 $ 21.95 5.8 $ 666 Granted 38,794 23.78 362 Forfeited (3,298 ) 24.24 (29 ) Outstanding at September 30, 2016 110,811 $ 22.52 6.2 $ 999 Exercisable at September 30, 2016 68,049 $ 21.43 4.8 $ 548 Vested during twelve months ended September 30, 2016 13,651 $ 110 |
Summary information concerning stock options outstanding | Shares Weighted Weighted Range of Exercise under Average Average Prices per Share Option Exercise Price Remaining Life Non-exercisable: $16.50 – $20.63 4,874 18.99 6.0 $20.64 - $25.78 28,276 23.77 9.1 $25.79-32.23 9,612 28.39 7.8 42,762 $ 24.27 8.5 years Exercisable: $16.50 - $20.63 35,188 18.49 4.3 $20.64 - $25.78 23,255 22.78 4.4 $25.79 - $32.23 9,606 28.91 7.7 68,049 $ 21.43 4.8 Years Total 110,811 $ 22.52 6.2 Years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes for continuing operations (in thousands) | 2016 2015 2014 Current: Federal $ 1,247 2,315 2,081 State 334 408 424 1,581 2,723 2,505 Deferred 2,067 (588 ) (461 ) Total $ 3,648 2,135 2,044 |
Income tax reconciliation at statutory Federal income tax rate (in thousands) | 2016 2015 2014 Amount computed at statutory Federal rate $ 3,180 1,862 1,804 State income taxes (net of Federal income tax benefit) 440 257 233 Other, net 28 16 7 Provision for income taxes $ 3,648 2,135 2,044 |
Deferred tax assets and liabilities (in thousands) | 2016 2015 Deferred tax liabilities: Property and equipment $ 12,156 10,684 Prepaid expenses 134 — Gross deferred tax liabilities 12,290 10,684 Deferred tax assets: Insurance liabilities 184 656 Employee benefits and other 1,627 1,694 Gross deferred tax assets 1,811 2,350 Net deferred tax liability $ 10,479 8,334 |
Accrued Insurance (Tables)
Accrued Insurance (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Insurance [Abstract] | |
Accrued insurance liability (in thousands) | 2016 2015 Accrued insurance, current portion $ 700 1,102 Accrued insurance, non-current 184 1,026 Total accrued insurance $ 884 2,128 Captive agreement assets 3,669 2,986 Gross accrued insurance $ 4,553 5,114 |
Pipeline Business Acquisition (
Pipeline Business Acquisition (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Allocation of Pipeline acquisition (in thousands) | Consideration: Fair value of consideration transferred (cash paid) $ (10,023 ) Acquisition related costs expensed $ 75 Recognized amounts of identifiable assets acquired and liabilities assumed: Property and equipment $ 3,397 Prepaid tires and other prepaid assets 276 Customer relationships 4,004 Trade name 72 Non-compete agreement 62 Vacation liability assumed (132 ) Total identifiable net assets assumed $ 7,679 Goodwill 2,344 Total $ 10,023 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in gross carrying amounts of goodwill (in thousands) | Goodwill October 1, 2013 $ 1,087 Goodwill acquired 2,344 September 30, 2014 3,431 No activity — September 30, 2015 3,431 No activity — September 30, 2016 $ 3,431 |
Identifiable intangible assets gross amounts and accumulated amortization (in thousands) | September 30, 2016 September 30, 2015 Gross Accumulated Gross Accumulated Amount Amortization Amount Amortization Amortizable intangible assets: Customer value (useful life 10.5 years) 4,004 2,844 4,004 2,691 Trade name (useful life 3.5 years) 72 60 72 39 Non-compete (useful life 5 years) 62 36 62 24 $ 4,138 $ 2,940 $ 4,138 $ 2,754 |
Estimated amortization expense for five succeeding years (in thousands) | Amount 2017 $ 177 2018 166 2019 154 2020 153 2021 153 Total $ 803 |
Operating Leases - Leases (Deta
Operating Leases - Leases (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Leases [Abstract] | |
Future minimum operating lease payments 2017 | $ 458 |
Future minimum operating lease payments 2018 | 299 |
Future minimum operating lease payments 2019 | 303 |
Future minimum operating lease payments 2020 | 307 |
Future minimum operating lease payments 2021 | 311 |
Future minimum operating lease payments therafter | 501 |
Total Minimum operating lease payments | $ 2,179 |
Earnings per share - Earnings p
Earnings per share - Earnings per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | |||
Weighted average common shares outstanding during the period - shares used for basic earnings per common share | 3,283 | 3,268 | 3,243 |
Common shares issuable under share based payment plans which are potentially dilutive | 2 | 7 | 0 |
Common shares used for diluted earnings per common share | 3,285 | 3,275 | 3,243 |
Net income | $ 5,705 | $ 3,339 | $ 3,197 |
Earnings per common share: | |||
Earnings per common share-basic | $ 1.74 | $ 1.02 | $ 0.99 |
Earnings per common share-diluted | $ 1.74 | $ 1.02 | $ 0.99 |
Stock-Based Compensation Plan34
Stock-Based Compensation Plans - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Stock option grants | $ 384 | $ 274 | $ 220 |
Annual director stock award | 361 | 343 | 349 |
Stock based compensation | $ 745 | $ 617 | $ 569 |
Stock-Based Compensation Plan35
Stock-Based Compensation Plans - Summary of Stock Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016USD ($)yr$ / sharesshares | Sep. 30, 2015USD ($)yr$ / sharesshares | Jan. 30, 2015USD ($)yr$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Options outstanding | shares | 110,811 | 75,315 | 91,315 |
Options granted | shares | 38,794 | ||
Options forfeited | shares | (3,298) | ||
Options exercised | shares | (16,000) | ||
Options outstanding weighted average exercise price | $ / shares | $ 22.52 | $ 21.95 | $ 20.31 |
Options outstanding weighted average exercise price - Granted | $ / shares | 23.78 | ||
Options outstanding weighted average exercise price - forfeited | $ / shares | $ 24.24 | ||
Options outstanding weighted average exercise price - Exercised | $ / shares | $ 12.62 | ||
Options outstanding weighted average remaining term | yr | 6.2 | 5.8 | 5.6 |
Options outstanding weighted average grant date fair value | $ | $ 999 | $ 666 | $ 761 |
Options granted weighted average grant date fair value | $ / shares | $ 362 | ||
Options forfeited weighted average grant date fair value | $ | $ (29) | ||
Options exercised weighted average grant date fair value | $ | $ (95) | ||
Options exercisable at September 30, 2016 | shares | 68,049 | ||
Options exerciseable weighted average exercise price | $ / shares | $ 21.43 | ||
Options exerciseable weighted average remaining term | yr | 4.8 | ||
Options exerciseable weighted average grant date fair value | $ | $ 548 | ||
Options vested during twelve months ended September 30, 2016 | shares | 13,651 | ||
Options vested weighted average grant date fair value | $ | $ 110 |
Stock-Based Compensation Plan36
Stock-Based Compensation Plans - Summary of Stock Options Outstanding (Details) | 12 Months Ended | ||
Sep. 30, 2016yr$ / sharesshares | Sep. 30, 2015yr$ / shares | Jan. 30, 2015yr$ / shares | |
Shares under option | shares | 110,811 | ||
Weighted average exercise price | $ 22.52 | $ 21.95 | $ 20.31 |
Weighted average remaining life | yr | 6.2 | 5.8 | 5.6 |
$16.50 - $20.63 Non-exercisable | |||
Shares under option | shares | 4,874 | ||
Weighted average exercise price | $ 18.99 | ||
Weighted average remaining life | yr | 6 | ||
Minimum exercise price | $ 16.50 | ||
Maximum exercise price | $ 20.63 | ||
$20.64 - $25.78 Non-exercisable | |||
Shares under option | shares | 28,276 | ||
Weighted average exercise price | $ 23.77 | ||
Weighted average remaining life | yr | 9.1 | ||
Minimum exercise price | $ 20.64 | ||
Maximum exercise price | $ 25.78 | ||
$25.79 - $32.23 Non-exercisable | |||
Shares under option | shares | 9,612 | ||
Weighted average exercise price | $ 28.39 | ||
Weighted average remaining life | yr | 7.8 | ||
Non-exercisable | |||
Shares under option | shares | 42,762 | ||
Weighted average exercise price | $ 24.27 | ||
Weighted average remaining life | yr | 8.5 | ||
$16.50 - $20.63 | |||
Shares under option | shares | 35,188 | ||
Weighted average exercise price | $ 18.49 | ||
Weighted average remaining life | yr | 4.3 | ||
$20.64 - $25.78 | |||
Shares under option | shares | 23,255 | ||
Weighted average exercise price | $ 22.78 | ||
Weighted average remaining life | yr | 4.4 | ||
Minimum exercise price | $ 20.64 | ||
Maximum exercise price | $ 25.78 | ||
$25.79 - $32.23 | |||
Shares under option | shares | 9,606 | ||
Weighted average exercise price | $ 28.91 | ||
Weighted average remaining life | yr | 7.7 | ||
Minimum exercise price | $ 25.79 | ||
Maximum exercise price | $ 32.23 | ||
Exercisable | |||
Shares under option | shares | 68,049 | ||
Weighted average exercise price | $ 21.43 | ||
Weighted average remaining life | yr | 4.8 | ||
$25.79 - $32.23 Non-exercisable | |||
Minimum exercise price | $ 25.79 | ||
Maximum exercise price | 32.23 | ||
$16.50 - $20.63 | |||
Minimum exercise price | 16.50 | ||
Maximum exercise price | $ 20.63 |
Income Taxes - Provision for in
Income Taxes - Provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal, current | $ 1,247 | $ 2,315 | $ 2,081 |
State, current | 334 | 408 | 424 |
Current income tax expense | 1,581 | 2,723 | 2,505 |
Deferred | 2,067 | (588) | (461) |
Provision for income taxes | 3,648 | 2,135 | 2,044 |
Federal, computed at statutory rate | 3,180 | 1,862 | 1,804 |
State income taxes (net of Federal income tax benefit) | 440 | 257 | 233 |
Other, net | $ 28 | $ 16 | $ 7 |
Income Taxes - Temporary differ
Income Taxes - Temporary differences (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Income Tax Disclosure [Abstract] | ||
Property and equipment | $ 12,156 | $ 10,684 |
Prepaid expenses | 134 | 0 |
Gross deferred tax liabilities | 12,290 | 10,684 |
Insurance liabilities | 184 | 656 |
Employee benefits and other | 1,627 | 1,694 |
Gross deferred tax assets | 1,811 | 2,350 |
Net deferred tax liability | $ 10,479 | $ 8,334 |
Accrued Insurance (Details)
Accrued Insurance (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Accrued Insurance Details | ||
Accrued insurance, current portion | $ 700 | $ 1,102 |
Accrued insurance, non-current | 184 | 1,026 |
Total accrued insurance | 884 | 2,128 |
Captive agreement assets | 3,669 | 2,986 |
Gross accrued insurance | $ 4,553 | $ 5,114 |
Pipeline Business Acquisition -
Pipeline Business Acquisition - Pipeline Business Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Nov. 07, 2013 | |
Goodwill acquired | $ 0 | $ 0 | $ 2,344 | |
Pipeline | ||||
Fair value of consideration transferred (cash paid) | (10,023) | |||
Acquisition related costs expensed | 75 | |||
Property and equipment | $ 3,397 | |||
Prepaid tires and other prepaid assets | 276 | |||
Customer relationships | 4,004 | |||
Trade name | 72 | |||
Non-compete agreement | 62 | |||
Vacation liability assumed | (132) | |||
Total identifiable net assets assumed | 7,679 | |||
Goodwill acquired | $ 2,344 | |||
Total Transportation Acquisition | $ 10,023 |
Carrying Amount of Goodwill (De
Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Carrying Amount Of Goodwill Details | |||
Beginning Balance Goodwill | $ 3,431 | $ 3,431 | $ 1,087 |
Acquisitions | 0 | 0 | 2,344 |
Ending Balance Goodwill | $ 3,431 | $ 3,431 | $ 3,431 |
Intangible assets (Details)
Intangible assets (Details) $ in Thousands | Sep. 30, 2016USD ($)yr | Sep. 30, 2015USD ($)yr |
Customer Value | ||
Gross Amount | $ 4,004 | $ 4,004 |
Accumulated Amortization | $ 2,844 | $ 2,691 |
Useful life | yr | 10.5 | 10.5 |
Trade name | ||
Gross Amount | $ 72 | $ 72 |
Accumulated Amortization | $ 60 | $ 39 |
Useful life | yr | 3.5 | 3.5 |
Non Compete | ||
Gross Amount | $ 62 | $ 62 |
Accumulated Amortization | $ 36 | $ 24 |
Useful life | yr | 5 | 5 |
Estimated Amortization expense
Estimated Amortization expense (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,017 | $ 177 |
2,018 | 166 |
2,019 | 154 |
2,020 | 153 |
2,021 | 153 |
Total | $ 803 |
Accounting Policies (Details Na
Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Jan. 30, 2015 | |
Shares distributed following Spin-off | 3,289,353 | 3,272,804 | 3,242,524 | |
Depreciation | $ 9,487 | $ 9,154 | $ 8,898 | |
Self insurance retention | $250,000 to $500,000 | |||
Health insurance stop loss coverage | $ 250 | |||
Health insurance aggregate | 77 | |||
Per occurrence loss | 250 | |||
Reclass deferred tax liability in accordance with FASB ASU 2015-17 | $ 309 | |||
Contractual obligation for lease payments greater than 12 months | $ 1,722 | |||
Building and Improvements | ||||
Estimated useful lives | 7-39 | |||
Revenue equipment | ||||
Estimated useful lives | 7-10 | |||
Other equipment | ||||
Estimated useful lives | 3-10 | |||
Petroleum Products | ||||
Percentage of Business | 82.00% | |||
Dry Bulk Commodities | ||||
Percentage of Business | 18.00% |
Related Party Agreements (Detai
Related Party Agreements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
FRP | |||
Charges/allocations to related parties | $ 1,542 | $ 2,211 | $ 2,539 |
Bluegrass | |||
Charges/allocations to related parties | $ 599 | $ 490 | $ 359 |
Debt (Details Narrative)
Debt (Details Narrative) $ in Thousands | 12 Months Ended | |
Sep. 30, 2016USD ($)yr | Jan. 30, 2015USD ($)yr | |
Wells Fargo | ||
Revolving Credit facility | $ 25,000 | $ 25,000 |
Borrowed under the revolver | 0 | $ 5,100 |
Letters of credit issued | 2,436 | |
Facility amount available for borrowing | $ 22,564 | |
Credit Agreement term years | yr | 5 | 5 |
BB&T | ||
Revolving Credit facility | $ 25,000 | |
Borrowed under the revolver | $ 0 | |
Credit Agreement term years | yr | 2 | |
Conversion description | This facility contains a provision which automatically converts any draws under the revolver into five-year term loans with a seven year amortization. |
Operating Leases (Details Narra
Operating Leases (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Leases [Abstract] | |||
Aggregate expense under operating leases | $ 759 | $ 742 | $ 738 |
Earnings per share (Details Nar
Earnings per share (Details Narrative) - shares | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Jan. 30, 2015 | |
Earnings Per Share [Abstract] | |||
Shares of common stock | 3,289,353 | 3,272,804 | 3,242,524 |
Anti-dilutive shares | 80,669 | 19,218 |
Stock-Based Compensation Plan49
Stock-Based Compensation Plans (Details Narrative) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2016USD ($)yr$ / sharesshares | Jan. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
FRP options replacement | 75.14% | |
Patriot options replacement | 24.86% | |
Shares available for future issuance | shares | 142,360 | |
Dividend yield | 0.00% | |
Expected minimum volatility | 37.00% | |
Expected maximum volatility | 41.00% | |
Expected life minimum | yr | 3 | |
Expecited life maximum | yr | 7 | |
Risk-free interest rate minimum | 0.90% | |
Risk-free interest rate maximum | 2.00% | |
Aggregate intrinsic value of exercisable options | $ 79 | |
Aggregate intrinsic value of outstanding in-the-money options | $ 87 | |
Market close price | $ / shares | $ 20.73 | |
Realized tax benefit from options exercised | $ 353 | |
Realized tax benefit pertaining to FRP options | 353 | |
Total unrecognized compensation cost of options granted | $ 647 | |
Weighted average period for compensation to be recognized | yr | 3 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Income Taxes Details Narrative | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Employee Benefits (Details Narr
Employee Benefits (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||||
Company 401k contribution | 50.00% | 50.00% | 50.00% | |
Savings/profit sharing plan company contribution | $ 792 | $ 718 | $ 718 | |
Management Security Plan adjustment | $ 575 | 575 | ||
Management Security Plan expense | 25 | 28 | 614 | |
Management Security Plan accrued benefit | 702 | 744 | ||
Accrued postretirement benefit obligation | 180 | 387 | ||
Net periodic postretirement benefit cost | $ 16 | $ 12 | $ 12 | |
Net periodic postretirement benefit cost discount rate | 3.70% | 4.00% | 4.00% | |
Accumulated postretirement benefit obligation discount rate | 4.25% | 4.25% | 4.25% |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) $ in Thousands | Sep. 30, 2016USD ($) |
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 ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Top Ten Customers | ||
Customer revenue concentration | 58.90% | |
Accounts receivable concentration | $ 3,998 | $ 4,596 |
Top Customer | ||
Customer revenue concentration | 22.00% |
Unusual or Infrequent Items I54
Unusual or Infrequent Items Impacting Quarterly Results (Details Narrative) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2016USD ($)a | Sep. 30, 2015USD ($) | [1] | Sep. 30, 2014USD ($) | Dec. 18, 2015USD ($) | Oct. 20, 2015USD ($) | |
Unusual or Infrequent Items, or Both [Abstract] | |||||||||
Amount received for easement grant | $ 1,330 | ||||||||
Tampa, Florida terminal facility | a | 25.2 | ||||||||
Easement gain | $ 1,277 | ||||||||
Intangible asset impairment | $ 2,074 | $ 0 | $ 2,074 | $ 0 | |||||
Management Security Plan adjustment | $ 575 | $ 575 | |||||||
BP Claim Settlement | $ 2,048 | $ 2,106 | |||||||
BP Claim payment | $ 1,687 | ||||||||
[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. |
Pipeline Business Acquisition55
Pipeline Business Acquisition (Details Narrative) $ in Thousands | Sep. 30, 2016USD ($)yr | Nov. 07, 2013USD ($) |
Operating leases minimum future annualized rental payments | $ 2,179 | |
Pipeline | ||
Pipeline Transportation, Inc operations acquired | $ 10,023 | |
Non-cancellable operating lease remaining period | yr | 1.1 | |
Operating leases minimum future annualized rental payments | $ 200 | |
Goodwill | $ 2,344 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | [1] | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Intangible asset impairment | $ 2,074 | $ 0 | $ 2,074 | $ 0 | |
Intangible asset impairment net | $ 1,265 | ||||
Amortization expense for intangible assets | $ 186 | ||||
[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. |