Document and Entity Information
Document and Entity Information | 3 Months Ended |
Dec. 31, 2018shares | |
Document And Entity Information | |
Entity Registrant Name | PATRIOT TRANSPORTATION HOLDING, INC. |
Entity Central Index Key | 1,616,741 |
Document Type | 10-Q |
Document Period End Date | Dec. 31, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --09-30 |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Filer | true |
Emerging Growth Company | false |
Entity Common Stock, Shares Outstanding | 3,328,466 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2,019 |
Consolidated and Combined Balan
Consolidated and Combined Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 436 | $ 1 |
Treasury bills available for sale | 19,766 | 17,298 |
Accounts receivable, net of allowance for doubtful accounts of $151 and $153, respectively | 7,684 | 7,866 |
Federal and state taxes receivable | 299 | 547 |
Inventory of parts and supplies | 890 | 895 |
Prepaid tires on equipment | 1,699 | 1,746 |
Prepaid taxes and licenses | 397 | 609 |
Prepaid insurance | 1,994 | 2,348 |
Prepaid expenses, other | 116 | 134 |
Total current assets | 33,281 | 31,444 |
Property and equipment, at cost | 93,622 | 94,710 |
Less accumulated depreciation | 60,636 | 60,799 |
Net property and equipment | 32,986 | 33,911 |
Goodwill | 3,431 | 3,431 |
Intangible assets, net | 816 | 855 |
Other assets, net | 181 | 176 |
Total assets | 70,695 | 69,817 |
Current liabilities: | ||
Accounts payable | 3,589 | 3,271 |
Bank overdraft | 0 | 625 |
Accrued payroll and benefits | 3,918 | 3,963 |
Accrued insurance | 2,358 | 1,896 |
Accrued liabilities, other | 237 | 408 |
Total current liabilities | 10,102 | 10,163 |
Deferred income taxes | 5,941 | 5,940 |
Accrued insurance | 204 | 204 |
Other liabilities | 1,100 | 1,104 |
Total liabilities | 17,347 | 17,411 |
Commitments and contingencies (Note 8) | ||
Shareholders' Equity: | ||
Preferred stock, 5,000,000 shares authorized, of which 250,000 shares are designated 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; 3,328,466 and 3,328,466 shares issued and outstanding, respectively) | 333 | 333 |
Capital in excess of par value | 37,492 | 37,436 |
Retained earnings | 15,356 | 14,472 |
Accumulated other comprehensive income, net | 167 | 165 |
Total shareholders' equity | 53,348 | 52,406 |
Total liabilties and shareholders' equity | $ 70,695 | $ 69,817 |
Consolidated and Combined Bal_2
Consolidated and Combined Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable allowance for doubtful accounts | $ 151 | $ 153 |
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 | 3,328,466 | 3,328,466 |
Consolidated and Combined State
Consolidated and Combined Statements of Income - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||
Total revenues | $ 28,054 | $ 27,901 |
Cost of operations: | ||
Compensation and benefits | 12,038 | 11,873 |
Fuel expenses | 4,276 | 4,122 |
Repairs & tires | 1,665 | 1,573 |
Other operating | 1,132 | 1,043 |
Insurance and losses | 2,942 | 2,716 |
Depreciation expense | 1,970 | 2,330 |
Rents, tags & utilities | 847 | 855 |
Sales, general & administrative | 2,468 | 2,322 |
Corporate expenses | 532 | 487 |
Gain on disposition of PP&E | (923) | (164) |
Total cost of operations | 26,947 | 27,157 |
Total operating profit | 1,107 | 744 |
Interest income and other | 101 | 2 |
Interest expense | (10) | (10) |
Income before income taxes | 1,198 | 736 |
Provision for (benefit from) income taxes | 314 | (2,856) |
Net income | 884 | 3,592 |
Unrealized investment gains, net | 2 | 0 |
Tax reform gain on retiree health | 0 | 32 |
Comprehensive Income | $ 886 | $ 3,624 |
Earnings per common share: | ||
Net income - basic | $ 0.27 | $ 1.09 |
Net income - diluted | $ 0.27 | $ 1.09 |
Number of shares (in thousands) used in computing: | ||
-basic earnings per common share | 3,328 | 3,303 |
-diluted earnings per common share | 3,331 | 3,304 |
Transportation [Member] | ||
Revenues: | ||
Revenues | $ 24,980 | $ 25,570 |
Fuel Surcharges [Member] | ||
Revenues: | ||
Revenues | $ 3,074 | $ 2,331 |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 884 | $ 3,592 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 2,117 | 2,509 |
Deferred income taxes | 0 | (3,021) |
Gain on asset dispositions | (923) | (164) |
Stock-based compensation | 56 | 55 |
Net changes in operating assets and liabilities: | ||
Accounts receivable | 182 | 893 |
Inventory of parts and supplies | 5 | (54) |
Prepaid expenses | 631 | (312) |
Other assets | (92) | 34 |
Accounts payable and accrued liabilities | 564 | (2,123) |
Income taxes payable and receivable | 248 | 114 |
Long-term insurance liabilities and other long-term liabilities | (3) | 3 |
Net cash provided by operating activities | 3,669 | 1,526 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (1,661) | (1,122) |
Purchase of Treasury bills | (5,371) | 0 |
Maturities of Treasury bills | 3,000 | 0 |
Proceeds from the sale of property, plant and equipment | 1,432 | 307 |
Net cash used in investing activities | (2,600) | (815) |
Cash flows from financing activities: | ||
Decrease in bank overdrafts | (625) | 0 |
Debt issue costs | (9) | 0 |
Net cash used in financing activities | (634) | 0 |
Net increase in cash and cash equivalents | 435 | 711 |
Cash and cash equivalents at beginning of period | 1 | 11,289 |
Cash and cash equivalents at end of the period | $ 436 | $ 12,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | (1) Description of Business and Basis of Presentation Description of Business Company’s Business Basis of Presentation 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 months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2019. The accompanying consolidated 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, 2018. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recently Issued Accounting Standards | (2) Recently Issued Accounting Standards. 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, primarily the corporate office and 30 leased tractors. The total gross contractual obligation for leases with commitments greater than 12 months at September 30, 2018 was $3,875,000. |
Related Party Agreements
Related Party Agreements | 3 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | (3) Related Party Agreements. The consolidated statements of income reflect charges and/or allocation to FRP Holdings, Inc. for these services of $422,000 and $352,000 for the three months ended December 31, 2018 and 2017, 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. We employ an allocation method 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. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | (4) Long-Term debt. |
Earnings per share
Earnings per share | 3 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per share | (5) Earnings per share. The following details the computations of the basic and diluted earnings per common share (dollars and shares in thousands, except per share amounts): Three Months ended December 31, 2018 2017 Weighted average common shares outstanding during the period - shares used for basic earnings per common share 3,328 3,303 Common shares issuable under share based payment plans which are potentially dilutive 3 1 Common shares used for diluted earnings per common share 3,331 3,304 Net income $ 884 3,592 Earnings per common share: -basic $ 0.27 1.09 -diluted $ 0.27 1.09 For the three months ended December 31, 2018, 165,409 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 ended December 31, 2017, 178,519 shares 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 | 3 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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. 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 number of common shares available for future issuance was 8,587 at December 31, 2018. The realized tax benefit pertaining to options exercised and the remaining compensation cost of options previously granted are recognized by FRP or Patriot based on the employment location of the related employee or director. In December 2016, the Company approved and issued a long-term performance incentive to an officer in the form of stock appreciation rights. The Company granted 80,000 stock appreciation rights. The market price was $23.13 on the date of grant and the executive will get a cash award at age 65 based upon the stock price at that date compared to the stock price at the date of grant but in no event will the award be less than $500,000. The Company plans to expense the fair value of the award over the 9.1 year vesting period to the officer’s attainment of age 65. The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands): Three Months ended December 31, 2018 2017 Stock option grants $ 56 55 Annual director stock award — — $ 56 55 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 Outstanding at October 1, 2018 175,551 $ 21.52 6.3 $ 1,419 Granted 29,920 20.10 240 Outstanding at December, 2018 205,471 $ 21.32 6.6 $ 1,659 Exercisable at December 31, 2018 120,540 $ 22.02 5.1 $ 983 Vested during three months ended December 31, 2018 19,724 $ 174 The aggregate intrinsic value of exercisable Company options was $54,000 and the aggregate intrinsic value of all outstanding in-the-money options was $85,000 based on the Company’s market closing price of $19.71 on December 31, 2018 less exercise prices. The realized tax benefit from option exercises during the first three months of fiscal 2019 was $28,000 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 December 31, 2018 was $653,000, which is expected to be recognized over a weighted-average period of 3.7 years. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (7) Fair Value Measurements During the quarter ending December 31, 2018, the Company invested in treasury bills with maturities at time of purchase of 3 months to 1 year. The unrealized gains on these investments of $2,000 was recorded as part of comprehensive income and was based on the market value (Level 1). The amortized cost of the investments was $19,776,000 and the carrying amount and fair value was $19,766,000 as of December 31, 2018. At December 31, 2018 and September 30, 2018, the carrying amount reported in the consolidated 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. |
Contingent liabilities
Contingent liabilities | 3 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent liabilities | (8) Contingent liabilities |
Concentrations
Concentrations | 3 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations | (9) Concentrations Market: Customers Deposits |
Unusual or Infrequent Items Imp
Unusual or Infrequent Items Impacting Quarterly Results | 3 Months Ended |
Dec. 31, 2018 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Unusual or Infrequent Items Impacting Quarterly Results | (10) Unusual or Infrequent Items Impacting Quarterly Results First quarter 2019 net income included $634,000, or $.19 per share, from gains on real estate sales. First quarter 2018 net income included $3,041,000, or $.92 per share, due to a deferred tax benefit resulting from revaluing the company’s net deferred tax liabilities per the Tax Cuts and Jobs Act of 2017. |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share | |
Earnings per share (in thousands, except per share amounts) | Three Months ended December 31, 2018 2017 Weighted average common shares outstanding during the period - shares used for basic earnings per common share 3,328 3,303 Common shares issuable under share based payment plans which are potentially dilutive 3 1 Common shares used for diluted earnings per common share 3,331 3,304 Net income $ 884 3,592 Earnings per common share: -basic $ 0.27 1.09 -diluted $ 0.27 1.09 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation Expense (in thousands) | Three Months ended December 31, 2018 2017 Stock option grants $ 56 55 Annual director stock award — — $ 56 55 |
Summary of 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 Outstanding at October 1, 2018 175,551 $ 21.52 6.3 $ 1,419 Granted 29,920 20.10 240 Outstanding at December, 2018 205,471 $ 21.32 6.6 $ 1,659 Exercisable at December 31, 2018 120,540 $ 22.02 5.1 $ 983 Vested during three months ended December 31, 2018 19,724 $ 174 |
Earnings per share - Earnings p
Earnings per share - Earnings per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Weighted average common shares outstanding during the period - shares used for basic earnings per common share | 3,328 | 3,303 |
Common shares issuable under share based payment plans which are potentially dilutive | 3 | 1 |
Common shares used for diluted earnings per common share | 3,331 | 3,304 |
Net income | $ 884 | $ 3,592 |
Earnings per common share: | ||
Earnings per share-basic | $ 0.27 | $ 1.09 |
Earnings per share-diluted | $ 0.27 | $ 1.09 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Summary of Stock Options (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2018USD ($)yr$ / sharesshares | Sep. 30, 2018USD ($)yr$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options outstanding | shares | 205,471 | 175,551 |
Options granted | shares | 29,920 | |
Options outstanding weighted average exercise price | $ / shares | $ 21.32 | $ 21.52 |
Options outstanding weighted average exercise price - Granted | $ / shares | $ 20.10 | |
Options outstanding weighted average remaining term | yr | 6.6 | 6.3 |
Options outstanding weighted average grant date fair value | $ | $ 1,659 | $ 1,419 |
Options granted weighted average grant date fair value | $ / shares | $ 240 | |
Options exercisable | shares | 120,540 | |
Options exerciseable weighted average exercise price | $ / shares | $ 22.02 | |
Options exerciseable weighted average remaining term | yr | 5.1 | |
Options exerciseable weighted average grant date fair value | $ | $ 983 | |
Options vested | shares | 19,724 | |
Options vested weighted average grant date fair value | $ | $ 174 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock option grants | $ 56 | $ 55 |
Annual director stock award | 0 | 0 |
Stock based compensation expense | $ 56 | $ 55 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) | Dec. 31, 2018 |
Revenue Producing Drivers | 541 |
Fleet of Tractors | 380 |
Tractors being placed in service | 10 |
Tractors being prepared for sale | 3 |
owner operators | 20 |
Fleet of Trailers | 532 |
Terminal locations | 20 |
Satellite locations | 6 |
Petroleum Products | |
Percentage of Business | 86.00% |
Dry Bulk Commodities | |
Percentage of Business | 14.00% |
Recently Issued Accounting St_2
Recently Issued Accounting Standards (Details Narrative) $ in Thousands | Sep. 30, 2018USD ($) |
Recently Issued Accounting Standards Details Narrative Abstract | |
Contractual obligation for lease payments greater than 12 months | $ 3,875 |
Related Party Agreements (Detai
Related Party Agreements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
FRP | ||
Charges/allocations | $ 422 | $ 352 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 14, 2018 | Sep. 30, 2018 | |
Wells Fargo | ||||
Revolving Credit facility | $ 35,000 | |||
Credit facility increase maximum | $ 50,000 | |||
Borrowed under the revolver | $ 0 | $ 0 | ||
Commitments under letters of credit | 3,043 | 3,043 | ||
Amount available for additional borrowings | $ 31,957 | $ 31,957 | ||
Credt agreement term | 5 years | |||
Compliance with loan covenants | All | |||
Letter of credit fee | 1.00% | |||
Interest rate | 3.522% | 3.522% | ||
Long-term debt | $ 0 | $ 0 | $ 0 | |
Level I | ||||
Interest rate over LIBOR | 1.50% | |||
Commitment fee | 0.144% | |||
Level II | ||||
Interest rate over LIBOR | 1.25% | |||
Commitment fee | 0.1145% | |||
Level III | ||||
Interest rate over LIBOR | 1.00% | |||
Commitment fee | 0.086% |
Earnings per share (Details Nar
Earnings per share (Details Narrative) - shares | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive shares | 165,409 | 178,519 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2018USD ($)yr$ / sharesshares | Dec. 21, 2016USD ($)yr$ / sharesshares | |
Shares available for future issuance | shares | 8,587 | |
Stock appreciation rights issued | shares | 80,000 | |
Minimum award for stock appreciation rights | $ 500 | |
Stock appreciation rights vesting period | yr | 9.1 | |
Aggregate intrinsic value of exercisable options | $ 54 | |
Aggregate intrinsic value of outstanding in-the-money options | $ 85 | |
Market close price | $ / shares | $ 19.71 | $ 23.13 |
Total unrecognized compensation cost of options granted | $ 653 | |
Weighted average period for compensation to be recognized | yr | 3.7 | |
FRP | ||
Realized tax benefit from options exercised | $ 28 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) $ in Thousands | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Fair Value Disclosures [Abstract] | |
Unlrealized gains on treasury bills | $ 2 |
Amortized cost of investments in treasury bills | 19,776 |
Carrying amount of investments in treasury bills | 19,766 |
Fair value of investments in treasury bills | $ 19,766 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | |
Top Ten Customers | ||
Customer revenue concentration | 62.00% | |
Accounts receivable concentration | $ 4,485 | $ 4,875 |
Top Customer | ||
Customer revenue concentration | 18.80% |
Unusual or Infrequent Items I_2
Unusual or Infrequent Items Impacting Quarterly Results (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Deferred tax benefit | $ 3,041 | ||||
Deferred tax benefit per share | $ 0.92 | ||||
Effective tax rate | 39.50% | ||||
Gains on real estate sales, net | $ 634 | ||||
Gain on real estate sales per share, net | $ 0.19 | ||||
Forecast [Member] | |||||
US statutory federal rate | 21.00% | 24.28% | |||
Effective tax rate | 27.50% | 30.50% |