Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | PATRIOT TRANSPORTATION HOLDING, INC. | |
Entity Central Index Key | 0001616741 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Incorporation State Country | FL | |
Entity File Number | 001-36605 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Filer | true | |
Emerging Growth Company | false | |
Interactive data current | Yes | |
Shell Company | false | |
Security title | Common stock, $.10 par value | |
Trading symbol | PATI | |
Name of exchange on which registered | NASDAQ | |
Entity Common Stock, Shares Outstanding | 3,377,279 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Consolidated and Combined Balan
Consolidated and Combined Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Sep. 30, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 11,345 | $ 21,216 |
Accounts receivable, net of allowance for doubtful accounts of $112 and $133, respectively | 5,670 | 6,588 |
Federal and state taxes receivable | 156 | 290 |
Inventory of parts and supplies | 945 | 949 |
Prepaid tires on equipment | 1,524 | 1,616 |
Prepaid taxes and licenses | 309 | 536 |
Prepaid insurance | 1,493 | 2,895 |
Prepaid expenses, other | 354 | 334 |
Total current assets | 21,796 | 34,424 |
Property and equipment, at cost | 88,597 | 91,332 |
Less accumulated depreciation | 54,756 | 57,765 |
Net property and equipment | 33,841 | 33,567 |
Operating lease right-of-use assets | 3,750 | 0 |
Goodwill | 3,637 | 3,431 |
Intangible assets, net | 1,057 | 701 |
Other assets, net | 180 | 170 |
Total assets | 64,261 | 72,293 |
Current liabilities: | ||
Accounts payable | 2,950 | 3,184 |
Accrued payroll and benefits | 3,461 | 3,906 |
Accrued insurance | 1,413 | 1,339 |
Accrued liabilities, other | 659 | 398 |
Operating lease liabilities, current portion | 1,166 | 0 |
Total current liabilities | 9,649 | 8,827 |
Operating lease liabilities less current portion | 2,785 | 0 |
Deferred income taxes | 5,783 | 6,237 |
Accrued insurance | 1,339 | 1,339 |
Other liabilities | 881 | 1,093 |
Total liabilities | 20,437 | 17,496 |
Commitments and contingencies | ||
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; 3,377,279 and 3,351,329 shares issued and outstanding, respectively) | 338 | 335 |
Capital in excess of par value | 38,550 | 38,099 |
Retained earnings | 4,813 | 16,235 |
Accumulated other comprehensive income, net | 123 | 128 |
Total shareholders' equity | 43,824 | 54,797 |
Total liabilties and shareholders' equity | $ 64,261 | $ 72,293 |
Consolidated and Combined Bal_2
Consolidated and Combined Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable allowance for doubtful accounts | $ 112 | $ 133 |
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 | 3,377,279 | 3,351,329 |
Consolidated and Combined State
Consolidated and Combined Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||||
Total revenues | $ 23,527 | $ 27,008 | $ 48,336 | $ 55,062 |
Cost of operations: | ||||
Compensation and benefits | 10,381 | 11,852 | 21,379 | 23,890 |
Fuel expenses | 2,946 | 4,004 | 6,409 | 8,280 |
Repairs & tires | 1,571 | 2,006 | 3,322 | 3,671 |
Other operating | 975 | 1,189 | 1,931 | 2,321 |
Insurance and losses | 2,555 | 2,002 | 5,324 | 4,944 |
Depreciation expense | 1,839 | 1,976 | 3,789 | 3,946 |
Rents, tags & utilities | 753 | 891 | 1,503 | 1,738 |
Sales, general & administrative | 2,609 | 2,561 | 5,090 | 5,029 |
Corporate expenses | 814 | 867 | 1,351 | 1,399 |
Gain on disposition of PP&E | (328) | (633) | (450) | (1,556) |
Total cost of operations | 24,115 | 26,715 | 49,648 | 53,662 |
Total operating profit (loss) | (588) | 293 | (1,312) | 1,400 |
Interest income and other | 42 | 113 | 127 | 214 |
Interest expense | (7) | (7) | (15) | (17) |
Income (loss) before income taxes | (553) | 399 | (1,200) | 1,597 |
Provision for (benefit from) income taxes | (152) | 110 | (335) | 424 |
Net income (loss) | (401) | 289 | (865) | 1,173 |
Unrealized investment gains, net | 0 | 10 | 0 | 12 |
Reclassification adjust for net investment gains realized in net income | 0 | 0 | (5) | 0 |
Comprehensive Income (loss) | $ (401) | $ 299 | $ (870) | $ 1,185 |
Earnings per common share: | ||||
Net income (loss)- basic | $ (0.12) | $ 0.09 | $ (0.26) | $ 0.35 |
Net income (loss)- diluted | $ (0.12) | $ 0.09 | $ (0.26) | $ 0.35 |
Number of shares (in thousands) used in computing: | ||||
-basic earnings per common share | 3,354 | 3,342 | 3,352 | 3,335 |
-diluted earnings per common share | 3,354 | 3,343 | 3,352 | 3,336 |
Transportation [Member] | ||||
Revenues: | ||||
Revenues | $ 21,560 | $ 24,537 | $ 44,159 | $ 49,517 |
Fuel Surcharges [Member] | ||||
Revenues: | ||||
Revenues | $ 1,967 | $ 2,471 | $ 4,177 | $ 5,545 |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (865) | $ 1,173 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 4,629 | 4,243 |
Deferred income taxes | (454) | 10 |
Gain on asset dispositions | (450) | (1,556) |
Stock-based compensation | 454 | 475 |
Net changes in operating assets and liabilities: | ||
Accounts receivable | 918 | (524) |
Inventory of parts and supplies | 4 | (12) |
Prepaid expenses | 1,726 | 531 |
Other assets | (17) | 5 |
Accounts payable and accrued liabilities | (782) | 23 |
Income taxes payable and receivable | 134 | 384 |
Operating lease assets and liabilities, net | (571) | 0 |
Long-term insurance liabilities and other long-term liabilities | 19 | (5) |
Net cash provided by operating activities | 4,745 | 4,747 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (4,279) | (4,702) |
Business acquisition | (1,000) | 0 |
Proceeds from the sale of property, plant and equipment | 1,220 | 2,375 |
Net cash used in investing activities | (4,059) | (2,327) |
Cash flows from financing activities: | ||
Decrease in bank overdrafts | 0 | (625) |
Debt issue costs | 0 | (9) |
Dividends paid | (10,557) | 0 |
Net cash used in financing activities | (10,557) | (634) |
Net (decrease) increase in cash and cash equivalents | (9,871) | 1,786 |
Cash and cash equivalents at beginning of period | 21,216 | 17,299 |
Cash and cash equivalents at end of the period | $ 11,345 | $ 19,085 |
Shareholders Equity (Unaudited)
Shareholders Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Other Comprehensive Income / Loss | Total |
Beginning balance, shares at Sep. 30, 2018 | 3,328,466 | ||||
Beginning balance, amount at Sep. 30, 2018 | $ 333 | $ 37,436 | $ 14,472 | $ 165 | $ 52,406 |
Stock-based compensation | 112 | 112 | |||
Exercise of stock options, shares | 18,863 | ||||
Exercise of stock options, amount | $ 2 | 361 | 363 | ||
Net income (loss) | 1,173 | 1,173 | |||
Unrealized gain on investment, net | 12 | 12 | |||
Realized gain on investment, net | 0 | ||||
Ending balance, shares at Mar. 31, 2019 | 3,347,329 | ||||
Ending balance, amount at Mar. 31, 2019 | $ 335 | 37,909 | 15,645 | 177 | 54,066 |
Beginning balance, shares at Sep. 30, 2019 | 3,351,329 | ||||
Beginning balance, amount at Sep. 30, 2019 | $ 335 | 38,099 | 16,235 | 128 | 54,797 |
Stock-based compensation | 119 | 119 | |||
Exercise of stock options, shares | 25,950 | ||||
Exercise of stock options, amount | $ 3 | 332 | 335 | ||
Cash dividends | (10,557) | (10,557) | |||
Net income (loss) | (865) | (865) | |||
Unrealized gain on investment, net | 0 | ||||
Realized gain on investment, net | (5) | (5) | |||
Ending balance, shares at Mar. 31, 2020 | 3,377,279 | ||||
Ending balance, amount at Mar. 31, 2020 | $ 338 | $ 38,550 | $ 4,813 | $ 123 | $ 43,824 |
Shareholders Equity (Parentheti
Shareholders Equity (Parenthetical) - $ / shares | 6 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividends per share | $ 3.15 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation and Accounting Policy Change | 6 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | (1) Description of Business, Basis of Presentation and Accounting Policy Change 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 six months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2020. 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, 2019. Accounting Policy Change Cash and cash equivalents –The Company considers all Treasury bills available for sale regardless of maturity and other 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. Treasury bills of $5,983,000 at September 30, 2019 have been reclassified as cash equivalents in these financial statements. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 6 Months Ended |
Mar. 31, 2020 | |
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 liability for the obligation to make lease payments measured at the present value of the lease payments for all leases with terms greater than twelve months. The provisions of this update and additional guidance in subsequent ASUs became effective for us beginning October 1, 2019. In July 2018, the FASB issued ASU No. 2018-11, “Leases” which provides an optional transition method allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, with no restatement of comparative prior periods required. We adopted the standard using this optional transition method. Upon adoption as of October 1, 2019, the Company recognized $3,873,000 in operating lease right-of-use assets, a reduction of $231,000 of other long-term liabilities related to straight-lined leases and $4,104,000 in operating lease liabilities. As of March 31, 2020, the Company has 8 property leases with an expected life over 12 months and 30 leased tractors and recognized $3,750,000 in operating lease right-of-use assets and $3,951,000 in operating lease obligations. |
Related Party Agreements
Related Party Agreements | 6 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | (3) Related Party Agreements. The Company provides FRP Holdings, Inc. (FRP) certain services including the services of certain shared executive officers. FRP may be considered a related party due to common significant shareholder ownership and shared common officers. A written agreement exists outlining the terms of such services and the boards of the respective companies amended and extended this agreement for one year effective April 1, 2020. The consolidated statements of income reflect charges and/or allocation to FRP Holdings, Inc. for these services of $290,000 and $301,000 for the three months ended March 31, 2020 and 2019, and $703,000 and $723,000 for the six months ended March 31, 2020 and 2019, 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 | 6 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | (4) Long-Term debt. The Company had no long-term debt outstanding at March 31, 2020 and September 30, 2019. On December 28, 2018 the Company entered into a First Amendment to the 2015 Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A. ("Wells Fargo"), effective December 14, 2018. The Credit Agreement modifies the Company's prior Credit Agreement with Wells Fargo, dated January 30, 2015. The Credit Agreement establishes a five year revolving credit facility with a maximum facility amount of $35 million, with a separate sublimit for standby letters of credit. The credit facility limit may be increased to $50 million upon request by the Company, subject to the lender's discretion and the satisfaction of certain conditions. The interest rate under the Credit Agreement will be a maximum of 1.50% over LIBOR, which may be reduced quarterly to 1.25% or 1.0% over LIBOR if the Company meets a specified ratio of consolidated total debt to consolidated total capital. A commitment fee of 0.144% per annum is payable quarterly on the unused portion of the commitment but the amount may be reduced to 0.1145% or 0.086% if the Company meets a specified ratio of consolidated total debt to consolidated total capital. As of March 31, 2020, we had no outstanding debt borrowed on this revolver, $3,073,000 in commitments under letters of credit and $31,927,000 available for additional borrowings. The letter of credit fee is 1% and the applicable interest rate would have been 1.989% on March 31, 2020. This credit agreement contains certain conditions, affirmative financial covenants and negative covenants including a minimum tangible net worth. The Company was in compliance with all of its loan covenants as of March 31, 2020. |
Earnings per share
Earnings per share | 6 Months Ended |
Mar. 31, 2020 | |
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. 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 Six months ended March 31, March 31, 2020 2019 2020 2019 Weighted average common shares outstanding during the period - shares used for basic earnings per common share 3,354 3,342 3,352 3,335 Common shares issuable under share based payment plans which are potentially dilutive — 1 — 1 Common shares used for diluted earnings per common share 3,354 3,343 3,352 3,336 Net income (loss) $ (401 ) 289 (865 ) 1,173 Earnings (loss) per common share: -basic $ (0.12 ) 0.09 (0.26 ) 0.35 -diluted $ (0.12 ) 0.09 (0.26 ) 0.35 For the three and six months ended March 31, 2020, 400,722 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 and six months ended March 31, 2019, 181,983 and 175,373 shares attributable to outstanding stock options, respectively, 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 | 6 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Plans | (6) Stock-Based Compensation Plans. Participation in FRP Plans Prior to the Company’s spin-off from FRP Holdings, Inc. (FRP) in January 2015, 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. Post Spin-Off Patriot Incentive Stock Plan As part of the spin-off transaction, the Board of Directors of the Company adopted the Patriot Transportation Holding, Inc. Incentive Stock Plan (“Patriot Plan”) in January, 2015. In exchange for all outstanding FRP options held on January 30, 2015, existing Company directors, officers and key employees holding option grants in the FRP Stock Option Plan(s) were issued new grants in the Patriot and FRP Plans based upon the relative value of Patriot and FRP immediately following the completion of the spin-off with the same remaining terms. All related compensation expense has been allocated to the Company (rather than FRP) and included in corporate expenses. The number of common shares available for future issuance in the Patriot Plan was 163,400 at March 31, 2020. On January 30, 2020, the Company paid an extraordinary dividend of $3.00 per share to all shareholders of record. In accordance with Section 4.2 of the 2006 Stock Incentive Plan, Section 11 of the 2014 Equity Incentive Plan, and Section 409A of the Internal Revenue Code, the Company has adjusted the terms of all stock option grants outstanding and the stock appreciation rights as of the close of business on January 30, 2020. In December 2016, the Company approved and issued a long-term performance incentive to an officer in the form of stock appreciation rights. As adjusted for the extraordinary dividend the Company granted 132,286 stock appreciation rights. The adjusted market price of the grant was $16.82, 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 accrued liability under this plan as of March 31, 2020 and 2019 was $297,000 and $207,000, respectively. The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands): Three Months ended Six months ended March 31, March 31, 2020 2019 2020 2019 Stock option grants $ 60 57 119 112 Annual director stock award 335 363 335 363 $ 395 420 454 475 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, 2019 189,015 $ 21.49 6.3 $ 1,531 Term Adjustment 148,877 Granted 68,865 18.40 275 Forfeited (6,035 ) 23.99 (57 ) Outstanding at March 31, 2020 400,722 $ 14.96 7.1 $ 1,749 Exercisable at March 31, 2020 191,597 $ 16.09 5.3 $ 1,002 Vested during six months ended March 31, 2020 39,070 $ 204 There were no exercisable or outstanding in-the-money options based on the Company’s market closing price of $9.25 on March 31, 2020. The realized tax benefit from option exercises during the first six months of fiscal 2020 was $11,000 which pertained to FRP options exercised that were granted to persons employed by Patriot. The unrecognized compensation expense of Patriot options granted as of March 31, 2020 was $660,000, which is expected to be recognized over a weighted-average period of 3.5 years. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (7) Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 means the use of quoted prices in active markets for identical assets or liabilities. Level 2 means the use of values that are derived principally from or corroborated by observable market data. Level 3 means the use of inputs are those that are unobservable and significant to the overall fair value measurement. During the six months ending March 31, 2019, 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 $12,000 was recorded as part of comprehensive income and was based on the market value (Level 1). The amortized cost of the investments was $18,860,000 and the carrying amount and fair value was $18,863,000 as of March 31, 2019. At March 31, 2020 and September 30, 2019, 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 | 6 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent liabilities | (8) Contingent liabilities The Company is involved in litigation on a number of matters and is subject to certain claims which arise in the normal course of business. The Company 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 | 6 Months Ended |
Mar. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations | (9) Concentrations Market: Customers Deposits |
Unusual or Infrequent Items Imp
Unusual or Infrequent Items Impacting Quarterly Results | 6 Months Ended |
Mar. 31, 2020 | |
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. Second quarter 2019 net income included $179,000 or $.05 per share, from a gain of $247,000 on the insurance settlement for hurricane damages and losses sustained at our Panama City, Florida location in first quarter 2019. |
Business Acquisition
Business Acquisition | 6 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Business Acquisition | (11) Business Acquisition The Company acquired certain assets of Danfair Transport out of Americus, GA on November 4, 2019. Danfair had total revenues of approximately $2,300,000 in 2018. The Company has accounted for this acquisition in accordance with the provisions of ASC 805, Business Combinations (ASC 805). The Company has allocated the purchase price of the business based upon the fair value of the assets acquired and liabilities assumed as follows (in thousands): Fair value of consideration transferred (1,425 ) Acquisition related costs expensed $ 38 Recognized amounts of identifiable assets acquired and liabilities assumed: Property and equipment $ 759 Prepaid tires 25 Customer relationships 436 Non-compete agreement 12 Vacation liability assumed (13 ) Total identifiable net assets assumed $ 1,219 Goodwill 206 Total $ 1,425 The goodwill recorded resulting from the acquisition is tax deductible. The earned payout liability currently estimated at $425,000 will be determined based upon the total revenues for the 12 months following the acquisition. The potential range of the earned payout is zero to $800,000. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | (12) Subsequent Events COVID-19. Should the coronavirus continue to spread, our business operations could be delayed or interrupted. For instance, our operations would be adversely impacted if a number of our administrative personnel, drivers or field personnel are infected and become ill or are quarantined. In response to the pandemic, we have arranged for certain administrative employees to work remotely outside of our offices or to work in shifts. At this time, we believe that our business will continue to be exempted from shelter-in-place orders or other mandated local travel restrictions as an essential service but there can be no assurance as to the scope of quarantine orders imposed by local or state governments. The ultimate impact of the current pandemic, or any other health epidemic, is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business, or the economy as a whole. However, these effects could have a material impact on our operations, and we will continue to monitor the situation closely. Wilmington Closure. th Tampa Property. |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share | |
Earnings per share (in thousands, except per share amounts) | Three Months ended Six months ended March 31, March 31, 2020 2019 2020 2019 Weighted average common shares outstanding during the period - shares used for basic earnings per common share 3,354 3,342 3,352 3,335 Common shares issuable under share based payment plans which are potentially dilutive — 1 — 1 Common shares used for diluted earnings per common share 3,354 3,343 3,352 3,336 Net income (loss) $ (401 ) 289 (865 ) 1,173 Earnings (loss) per common share: -basic $ (0.12 ) 0.09 (0.26 ) 0.35 -diluted $ (0.12 ) 0.09 (0.26 ) 0.35 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation Expense (in thousands) | Three Months ended Six months ended March 31, March 31, 2020 2019 2020 2019 Stock option grants $ 60 57 119 112 Annual director stock award 335 363 335 363 $ 395 420 454 475 |
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, 2019 189,015 $ 21.49 6.3 $ 1,531 Term Adjustment 148,877 Granted 68,865 18.40 275 Forfeited (6,035 ) 23.99 (57 ) Outstanding at March 31, 2020 400,722 $ 14.96 7.1 $ 1,749 Exercisable at March 31, 2020 191,597 $ 16.09 5.3 $ 1,002 Vested during six months ended March 31, 2020 39,070 $ 204 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 6 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition purchase price allocation | Fair value of consideration transferred (1,425 ) Acquisition related costs expensed $ 38 Recognized amounts of identifiable assets acquired and liabilities assumed: Property and equipment $ 759 Prepaid tires 25 Customer relationships 436 Non-compete agreement 12 Vacation liability assumed (13 ) Total identifiable net assets assumed $ 1,219 Goodwill 206 Total $ 1,425 |
Earnings per share - Earnings p
Earnings per share - Earnings per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding during the period - shares used for basic earnings per common share | 3,354 | 3,342 | 3,352 | 3,335 |
Common shares issuable under share based payment plans which are potentially dilutive | 0 | 1 | 0 | 1 |
Common shares used for diluted earnings per common share | 3,354 | 3,343 | 3,352 | 3,336 |
Net income (loss) | $ (401) | $ 289 | $ (865) | $ 1,173 |
Earnings (loss) per common share: | ||||
Earnings (loss) per share-basic | $ (0.12) | $ 0.09 | $ (0.26) | $ 0.35 |
Earnings (loss) per share-diluted | $ (0.12) | $ 0.09 | $ (0.26) | $ 0.35 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Summary of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Options outstanding | 400,722 | 189,015 |
Term adjustment | 148,877 | |
Options granted | 68,865 | |
Options forfeited | (6,035) | |
Options outstanding weighted average exercise price | $ 14.96 | $ 21.49 |
Options outstanding weighted average exercise price - Granted | 18.40 | |
Options outstanding weighted average exercise price - forfeited | $ 23.99 | |
Options outstanding weighted average remaining term | 7 years 1 month 7 days | 6 years 3 months 18 days |
Options outstanding weighted average grant date fair value | $ 1,749 | $ 1,531 |
Options granted weighted average grant date fair value | $ 275 | |
Options forfeited weighted average grant date fair value | $ (57) | |
Options exercisable | 191,597 | |
Options exerciseable weighted average exercise price | $ 16.09 | |
Options exercisable weighted average remaining term | 5 years 3 months 20 days | |
Options exerciseable weighted average grant date fair value | $ 1,002 | |
Options vested | 39,070 | |
Options vested weighted average grant date fair value | $ 204 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||
Stock option grants | $ 60 | $ 57 | $ 119 | $ 112 |
Annual director stock award | 335 | 363 | 335 | 363 |
Stock based compensation expense | $ 395 | $ 420 | $ 454 | $ 475 |
Business Acquisition - Acquisit
Business Acquisition - Acquisition purchase price allocation (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2020 | Nov. 04, 2019 | Sep. 30, 2019 | |
Prepaid tires | $ 1,524 | $ 1,616 | |
Danfair Transport | |||
Fair value of consideration transferred | (1,425) | ||
Acquisition related costs expensed | $ 38 | ||
Property and equipment | $ 759 | ||
Prepaid tires | 25 | ||
Customer relationships | 436 | ||
Non-compete agreement | 12 | ||
Vacation liability assumed | (13) | ||
Total identifiable net assets assumed | 1,219 | ||
Goodwill | 206 | ||
Total | $ 1,425 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) $ in Thousands | 6 Months Ended |
Mar. 31, 2020USD ($) | |
Revenue Producing Drivers | 529 |
Fleet of Tractors | 350 |
owner operators | 22 |
Fleet of Trailers | 474 |
Terminal locations | 19 |
Satellite locations | 6 |
Treasury bills reclassified as cash and cash equivalents | $ 5,983 |
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 | 6 Months Ended | 12 Months Ended |
Mar. 31, 2020USD ($)Units | Sep. 30, 2019USD ($) | |
Right to use assets | $ 3,750 | $ 3,873 |
Operating lease obligations | $ 3,951 | 4,104 |
Straight lined lease liabilities | $ 231 | |
Leased Tractors | ||
Leased units | Units | 30 | |
Property Leases | ||
Leased units | Units | 8 |
Related Party Agreements (Detai
Related Party Agreements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
FRP | ||||
Charges/allocations | $ 290 | $ 301 | $ 703 | $ 723 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2020 | Sep. 30, 2019 | Dec. 14, 2018 | |
Wells Fargo | ||||
Revolving Credit facility | $ 35,000 | |||
Credit facility increase maximum | $ 50,000 | |||
Borrowed under the revolver | $ 0 | |||
Commitments under letters of credit | 3,073 | |||
Amount available for additional borrowings | $ 31,927 | |||
Credt agreement term | 5 years | |||
Compliance with loan covenants | All | |||
Letter of credit fee | 1.00% | |||
Interest rate | 1.989% | |||
Long-term debt | $ 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 | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive shares | 400,722 | 181,983 | 400,722 | 175,373 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 21, 2016USD ($)yr$ / sharesshares | |
Shares available for future issuance | shares | 163,400 | 163,400 | ||
Stock appreciation rights issued | shares | 132,286 | |||
Minimum award for stock appreciation rights | $ 500 | |||
Stock appreciation rights vesting period | yr | 9.1 | |||
Aggregate intrinsic value of exercisable options | $ 0 | $ 0 | ||
Aggregate intrinsic value of outstanding in-the-money options | $ 0 | $ 0 | ||
Market close price | $ / shares | $ 9.25 | $ 9.25 | $ 16.82 | |
Total unrecognized compensation cost of options granted | $ 660 | $ 660 | ||
Compensation cost not yet vested recognition period | 3 years 6 months | |||
Stock appreciation rights accrued liability | $ 297 | $ 297 | $ 207 | |
Special Cash Dividend | ||||
Dividends paid | $ / shares | $ 3 | |||
FRP | ||||
Realized tax benefit from options exercised | $ 11 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) $ in Thousands | 6 Months Ended |
Mar. 31, 2019USD ($) | |
Fair Value Disclosures [Abstract] | |
Unrealized gains on treasury bills | $ 12 |
Amortized cost of investments in treasury bills | 18,860 |
Carrying amount of investments in treasury bills | 18,863 |
Fair value of investments in treasury bills | $ 18,863 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Top Ten Customers | ||
Customer revenue concentration | 63.00% | |
Accounts receivable concentration | $ 3,259 | $ 4,264 |
Top Customer | ||
Customer revenue concentration | 21.00% |
Unusual or Infrequent Items I_2
Unusual or Infrequent Items Impacting Quarterly Results (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Real Estate Sales | ||
Gain included in net income | $ 634 | |
Per share gain included in net income | $ 0.19 | |
Insurance Settlement | ||
Gain included in net income | $ 179 | |
Per share gain included in net income | $ .05 | |
Gain included in income statement | $ 247 |
Business Acquisition (Details N
Business Acquisition (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 23,527 | $ 27,008 | $ 48,336 | $ 55,062 | |
Danfair Transport | |||||
Revenue | $ 2,300 | ||||
Estimated earned payout liability | 425 | 425 | |||
Potential high range of earned payout | 800 | 800 | |||
Potential low range of earned payout | $ 0 | $ 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020USD ($)Units | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | |
Revenues | $ 23,527 | $ 27,008 | $ 48,336 | $ 55,062 |
Covid 19 | ||||
Reduction in revenue miles | Units | 240 | |||
Wilmington | ||||
Revenues | $ 1,352 | |||
Petroleum Products | ||||
Percentage of Business | 86.00% | 86.00% |