Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 10, 2020 | Mar. 31, 2020 | |
Document And Entity Information | |||
Entity Registrant Name | PATRIOT TRANSPORTATION HOLDING, INC. | ||
Entity Central Index Key | 0001616741 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Incorporation State Country | FL | ||
Entity File Number | 001-36605 | ||
Security title | Common stock, $.10 par value | ||
Trading symbol | PATI | ||
Name of exchange on which registered | NASDAQ | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Emerging Growth Company | false | ||
Entity Small Business Filer | true | ||
Shell Company | false | ||
Interactive data current | Yes | ||
Entity Public Float | $ 22,994,415 | ||
Entity Common Stock, Shares Outstanding | 3,377,279 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | |||
Total revenues | $ 88,713 | $ 108,716 | $ 114,065 |
Cost of operations: | |||
Compensation and benefits | 39,426 | 47,549 | 48,010 |
Fuel expenses | 10,297 | 15,805 | 17,434 |
Repairs & tires | 5,940 | 7,373 | 7,194 |
Other operating | 3,575 | 4,811 | 4,679 |
Insurance and losses | 8,640 | 9,426 | 11,729 |
Depreciation expense | 7,383 | 7,870 | 8,759 |
Rents, tags & utilities | 2,933 | 3,406 | 3,385 |
Sales, general & administrative | 8,936 | 9,884 | 9,735 |
Corporate expenses | 2,114 | 2,270 | 2,124 |
Gain on disposition of PP&E | (774) | (1,657) | (1,030) |
Total cost of operations | 88,470 | 106,737 | 112,019 |
Total operating profit | 243 | 1,979 | 2,046 |
Interest income and other | 135 | 446 | 190 |
Interest expense | (31) | (32) | (39) |
Income before income taxes | 347 | 2,393 | 2,197 |
Provision for (benefit from) income taxes | 90 | 630 | (2,922) |
Net income | $ 257 | $ 1,763 | $ 5,119 |
Earnings per common share: | |||
Net income - basic | $ .08 | $ 0.53 | $ 1.54 |
Net income - diluted | $ .08 | $ 0.53 | $ 1.54 |
Number of shares (in thousands) used in computing: | |||
-basic earnings per common share | 3,369 | 3,342 | 3,318 |
-diluted earnings per common share | 3,370 | 3,343 | 3,320 |
Transportation Revenue | |||
Revenues: | |||
Transportation revenues | $ 82,503 | $ 98,279 | $ 103,131 |
Fuel Surcharge Revenue | |||
Revenues: | |||
Transportation revenues | $ 6,210 | $ 10,437 | $ 10,934 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | |||
Net income | $ 257 | $ 1,763 | $ 5,119 |
Other comp. income (loss) net of tax: | |||
Loss on retiree health, net | (18) | (51) | (32) |
Reclassification adjust for net investment gains realized in net income | (5) | 0 | 0 |
Unrealized investment gain (loss), net | 0 | 14 | (9) |
Tax reform gain on retiree health | 0 | 0 | 32 |
Comprehensive income | $ 234 | $ 1,726 | $ 5,110 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Assets | ||
Cash and cash equivalents | $ 15,962 | $ 21,216 |
Accounts receivable, net of allowance for doubtful accounts of $87 and $133, respectively | 5,005 | 6,588 |
Federal and state taxes receivable | 0 | 290 |
Inventory of parts and supplies | 903 | 949 |
Prepaid tires on equipment | 1,414 | 1,616 |
Prepaid taxes and licenses | 522 | 536 |
Prepaid insurance | 2,444 | 2,895 |
Prepaid expenses, other | 291 | 334 |
Total current assets | 26,541 | 34,424 |
Land | 2,782 | 2,597 |
Buildings | 5,878 | 5,847 |
Equipment | 74,544 | 82,888 |
Property, plant and equipment, at cost | 83,204 | 91,332 |
Less accumulated depreciation | 52,805 | 57,765 |
Net property, plant and equipment | 30,399 | 33,567 |
Operating lease right-of-use assets | 2,964 | 0 |
Goodwill | 3,637 | 3,431 |
Intangible assets, net | 957 | 701 |
Other assets, net | 171 | 170 |
Total assets | 64,669 | 72,293 |
Liabilities and Shareholders' Equity | ||
Accounts payable | 2,679 | 3,184 |
Federal and state income taxes payable | 284 | 0 |
Accrued payroll and benefits | 3,156 | 3,906 |
Accrued insurance | 1,210 | 1,339 |
Accrued liabilities, other | 1,281 | 398 |
Operating lease liabilities, current portion | 1,065 | 0 |
Total current liabilities | 9,675 | 8,827 |
Operating lease liabilities less current portion | 2,073 | 0 |
Deferred income taxes | 5,087 | 6,237 |
Accrued insurance | 1,886 | 1,339 |
Other liabilities | 900 | 1,093 |
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; 3,377,279 and 3,351,329 shares issued and outstanding, respectively) | 338 | 335 |
Capital in excess of par value | 38,670 | 38,099 |
Retained earnings | 5,935 | 16,235 |
Accumulated other comprehensive income, net | 105 | 128 |
Total shareholders' equity | 45,048 | 54,797 |
Total liabilties and shareholders' equity | $ 64,669 | $ 72,293 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable allowance for doubtful accounts | $ 87 | $ 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 Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | |||
Net income | $ 257 | $ 1,763 | $ 5,119 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 9,071 | 8,474 | 9,469 |
Non-cash gain of acquisition-related contingent consideration | (340) | 0 | 0 |
Deferred income taxes | (1,150) | 297 | (4,105) |
Gain on asset dispositions | (774) | (1,645) | (1,043) |
Stock-based compensation | 574 | 590 | 589 |
Net changes in operating assets and liabilities: | |||
Accounts receivable | 1,583 | 1,278 | (224) |
Inventory of parts and supplies | 46 | (54) | (40) |
Prepaid expenses | 735 | (544) | (1,418) |
Other assets | 312 | (25) | (1) |
Accounts payable and accrued liabilities | (939) | (711) | (490) |
Income taxes payable and receivable | 574 | 257 | (31) |
Operating lease assets and liabilities, net | (1,152) | 0 | 0 |
Long-term insurance liabilities and other long-term liabilities | 585 | 1,124 | 10 |
Net cash provided by operating activities | 9,382 | 10,804 | 7,835 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (5,045) | (9,576) | (4,656) |
Business acquisition | (1,000) | 0 | 0 |
Proceeds from the sale of property, plant and equipment | 1,966 | 3,248 | 2,082 |
Net cash used in investing activities | (4,079) | (6,328) | (2,574) |
Cash flows from financing activities: | |||
(Decrease) increase in bank overdrafts | 0 | (625) | 625 |
Debt issue costs | 0 | (9) | 0 |
Dividends paid | (10,557) | 0 | 0 |
Proceeds from exercised stock options | 0 | 75 | 124 |
Net cash (used in) provided by financing activities | (10,557) | (559) | 749 |
Net increase (decrease) in cash and cash equivalents | (5,254) | 3,917 | 6,010 |
Cash and cash equivalents at beginning of year | 21,216 | 17,299 | 11,289 |
Cash and cash equivalents at end of the year | 15,962 | 21,216 | 17,299 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the year for interest | 28 | 29 | 33 |
Cash paid during the year for Income taxes | $ 658 | $ 123 | $ 1,427 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income, net of tax | Total |
Beginning balance, shares at Sep. 30, 2017 | 3,303,802 | ||||
Beginning balance, amount at Sep. 30, 2017 | $ 330 | $ 36,726 | $ 9,353 | $ 174 | $ 46,583 |
Exercise of stock options, shares | 5,801 | 5,801 | |||
Exercise of stock options, amount | $ 1 | 123 | $ 124 | ||
Stock-based compensation | 221 | $ 221 | |||
Shares granted to Directors, shares | 18,863 | 18,863 | |||
Shares granted to Directors, amount | $ 2 | 366 | $ 368 | ||
Net income | 5,119 | 5,119 | |||
Loss on retiree health, net | (32) | (32) | |||
Unrealized gain (loss) on investment, net | (9) | 9 | |||
Tax reform gain on retiree health | 32 | (32) | |||
Reclassification adjust for net investment gains realized in net income | 0 | ||||
Ending balance, shares at Sep. 30, 2018 | 3,328,466 | ||||
Ending balance, amount at Sep. 30, 2018 | $ 333 | 37,436 | 14,472 | 165 | $ 52,406 |
Exercise of stock options, shares | 4,000 | 4,000 | |||
Exercise of stock options, amount | 75 | $ 75 | |||
Stock-based compensation | 227 | $ 227 | |||
Shares granted to Directors, shares | 18,863 | 18,863 | |||
Shares granted to Directors, amount | $ 2 | 361 | $ 363 | ||
Net income | 1,763 | 1,763 | |||
Loss on retiree health, net | (51) | (51) | |||
Unrealized gain (loss) on investment, net | 14 | (14) | |||
Tax reform gain on retiree health | 0 | 0 | |||
Reclassification adjust for net investment gains realized in net income | 0 | ||||
Ending balance, shares at Sep. 30, 2019 | 3,351,329 | ||||
Ending balance, amount at Sep. 30, 2019 | $ 335 | 38,099 | 16,235 | 128 | 54,797 |
Stock-based compensation | 239 | $ 239 | |||
Shares granted to Directors, shares | 25,950 | 25,950 | |||
Shares granted to Directors, amount | $ 3 | 332 | $ 335 | ||
Cash dividends | (10,557) | (10,557) | |||
Net income | 257 | 257 | |||
Loss on retiree health, net | (18) | (18) | |||
Unrealized gain (loss) on investment, net | 0 | ||||
Tax reform gain on retiree health | 0 | ||||
Reclassification adjust for net investment gains realized in net income | (5) | (5) | |||
Ending balance, shares at Sep. 30, 2020 | 3,377,279 | ||||
Ending balance, amount at Sep. 30, 2020 | $ 338 | $ 38,670 | $ 5,935 | $ 105 | $ 45,048 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividends per share | $ 3.15 | $ 0 | $ 0 |
Accounting Policies
Accounting Policies | 12 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Accounting Policies | 1. Accounting Policies. DESCRIPTION OF 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 customers’ products from point A to point B predominately using Company employees driving Company owned tractors and tank trailers. Approximately 86% 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 customers’ fuel storage tanks for ultimate sale to the retail consumer. The remaining 14% of our business consists of hauling our customers’ dry bulk commodities such as cement, lime and various industrial powder products and liquid chemicals. Our operations are comprised of one reportable segment. PRINCIPLES OF CONSOLIDATION - The consolidated 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 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. 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. Treasury bills of $5,983,000 and $17,298,000 at September 30, 2019 and September 30, 2018, respectively, have been reclassified as cash equivalents in these financial statements. 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. The Company adopted ASU No. 2014-09, “Revenue from Contracts with Customers” on October 1, 2018. Management has identified that a legally enforceable contract with its customers is executed by both parties at the point of pickup of the shipper’s product, as evidenced by the bill of lading. Although the Company may have master agreements with its customers, these master agreements only establish terms. There is no financial obligation to the shipper until the Company takes possession of the load and there are no significant performance obligations after delivery. Revenue is recognized for each individual load and the amount of revenue in progress at the end of each quarter is insignificant. There is no significant amount of judgment or uncertainty in recording revenue. The Company’s adoption of this guidance did not result in a material impact on its financial statements. 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 2020, 2019 and 2018 of $7,780,000, $8,317,000 and $9,298,000, respectively. Gains and losses upon disposition are reflected in operating results in the period of disposition. Direct internal and external costs to implement computer systems and internal-use software are capitalized. Capitalized costs are depreciated over the estimated useful life of the system or software, generally 5 years, beginning when site installation or module development is complete and ready for use. 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 Company’s operations are comprised of one operating segment and therefore one reporting unit. 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 $84,500 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 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 has a defined benefit plan for certain key employees, See note 9 discussion of MSP Plan, and 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. RECENTLY ISSUED ACCOUNTING STANDARDS – In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” which replaces existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. The new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. Management has identified that a legally enforceable contract with its customers is executed by both parties at the point of pickup of the shipper’s product, as evidenced by the bill of lading. Although the Company may have master agreements with its customers, these master agreements only establish terms. There is no financial obligation to the shipper until the Company takes possession of the load. Revenue is recognized for each individual load and the amount of revenue in progress at the end of each quarter is insignificant. There is no significant amount of judgment or uncertainty in recording revenue. The Company adopted this standard on October 1, 2018, and its adoption of this guidance did not result in a material impact on its financial statements. 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. |
Related Party Agreements
Related Party Agreements | 12 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | 2. 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 $1,283,000, $1,398,000, and $1,441,000 for fiscal 2020, 2019 and 2018, respectively. Included in the charges above are amounts recognized for corporate executive stock-based compensation expense. These charges are reflected as a reduction to Patriot 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. |
Debt
Debt | 12 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 3. Debt. 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 September 30, 2020, we had no outstanding debt borrowed on this revolver, $3,040,000 in commitments under letters of credit and $31,960,000 available for additional borrowings. The letter of credit fee is 1%, the commitment fee is 0.086% and the applicable interest rate for borrowings would have been 1.149% on September, 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 September 30, 2020. |
Leases
Leases | 12 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | 4. 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 and 30 full-service leased 2019 model year tractors. 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. Operating leases with an initial term of more than 12 months are included in our Consolidated Balance Sheets as discounted liabilities and corresponding right-of-use assets consisting of the following (in thousands): Asset (Liability) Balance September 30, 2020 Right-of-use assets $ 2,964 Lease liabilities, current $ (1,065 ) Lease liabilities, long-term $ (2,073 ) As the Company’s operating leases do not provide an implicit rate, the Company utilized its incremental borrowing rate determined by obtaining a quote from their lender and applied to the individual leases. The assumptions underlying the calculation of the Company’s right-of-use assets and lease liabilities are disclosed below. September 30, 2020 Weighted-average Weighted-average Remaining lease term Discount rate Revenue equipment and other leases 2.9 years 3.50 % Real estate leases 3.4 years 3.25 % Future minimum annual lease payments for assets under operating leases as of September 30, 2020 are as follows (in thousands): Fiscal Year Total 2021 1,153 2022 987 2023 797 2024 295 2025 7 Thereafter — Total future minimum lease payments $ 3,239 Less: Imputed interest (257 ) Present value of operating lease liabilities $ 2,982 Aggregate expense under operating leases was $1,216,000, $1,549,000 and $1,274,000 for 2020, 2019 and 2018, 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, 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): Years Ended September 30 2020 2019 2018 Common shares: Weighted average common shares outstanding during the period - shares used for basic earnings per common share 3,369 3,342 3,318 Common shares issuable under share based payment plans which are potentially dilutive 1 1 2 Common shares used for diluted earnings per common share 3,370 3,343 3,320 Net income $ 257 1,763 5,119 Earnings per common share: Basic $ .08 .53 1.54 Diluted $ .08 .53 1.54 For 2020 and 2019, 380,829 and 181,983 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, 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 September 30, 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. 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 or modification. The revised assumptions due to the revaluation are dividend yield of 4.16%, expected volatility between 22% and 30%, risk-free interest rate of 1.5 to 1.7% and expected life of 0.8 to 6.9 years. The dividend yield of 4.16% was based on the anticipated regular quarterly dividend at the date of modification for the extraordinary dividend. Expected volatility is estimated based on 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 or modification 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. 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 adjusted market price of $16.82 but in no event will the award be less than $500,000. The Company is expensing the fair value of the award over the 9.1 year vesting period to the officer’s attainment of age 65, with periodic adjustments to the liability estimate based upon changes in the assumptions used to calculate the estimated liability. The accrued liability under this plan as of September 30, 2020 and 2019 was $342,000 and $252,000, respectively. The annual director stock grant was 25,950 shares in fiscal 2020 at $12.90, 18,863 shares in fiscal 2019 at $19.25, and 18,863 shares in fiscal 2018 at $19.53, based on the market prices indicated on the date of the grants. The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands): Years Ended September 30 2020 2019 2018 Stock option grants $ 239 227 221 Annual director stock award 335 363 368 $ 574 590 589 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) Outstanding at October 1, 2017 150,255 $ 22.16 6.3 $ 1,259 Granted 33,960 18.57 240 Exercised (5,801 ) 21.44 (53 ) Forfeited (5,319 ) 22.03 (48 ) Outstanding at September 30, 2018 173,095 $ 21.49 6.3 $ 1,398 Granted 29,920 20.10 240 Exercised (4,000 ) 18.84 (31 ) Forfeited (10,000 ) 18.24 (76 ) Outstanding at September 30, 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 September 30, 2020 (a) 400,722 $ 14.96 6.6 $ 1,749 Exercisable at September 30, 2020 191,597 $ 16.09 4.8 $ 1,002 Vested during twelve months ended September 30, 2020 39,070 $ 204 (a) The Company stock option intrinsic values were adjusted as of January 30, 2020, the date of the extraordinary dividend. Stock option activity, including the weighted average exercise price, was not retroactively adjusted. The following table summarizes information concerning stock options outstanding at September 30, 2020: Shares Weighted Weighted Range of Exercise Under Average Average Prices per Share Option Exercise Price Remaining Life Non-exercisable: $12.00 – $15.00 183,455 13.66 8.6 $15.01 - $18.76 25,669 15.90 5.9 209,124 $ 13.94 8.3 Years Exercisable: $12.00 - $15.00 69,901 13.69 4.1 $15.01 - $18.76 91,390 16.35 5.6 $18.77 - $23.46 30,307 20.83 3.7 191,598 $ 16.09 4.8 Years Total (a) 400,722 $ 14.96 6.6 Years (a) The Company stock option intrinsic values were adjusted as of January 30, 2020, the date of the extraordinary dividend. Stock option activity, including the weighted average exercise price, was not retroactively adjusted. There were no exercisable or outstanding in-the-money options based on the Company’s market closing price of $8.95 on September 30, 2020. The realized tax benefit from option exercises during 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 September 30, 2020 was $540,000, which is expected to be recognized over a weighted-average period of 3.2 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes. Fiscal 2018 net income included $3,444,000 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. The provision for or benefit from income taxes for continuing operations for fiscal years ended September 30 consists of the following (in thousands): 2020 2019 2018 Current: Federal $ 952 227 865 State 280 92 304 1,232 319 1,169 Deferred (1,142 ) 311 (4,091 ) Total $ 90 630 (2,922 ) A reconciliation between the amount of tax shown above and the amount computed at the statutory Federal income tax rate follows (in thousands): 2020 2019 2018 Amount computed at statutory Federal rate $ 75 474 532 State income taxes (net of Federal income tax benefit) 14 146 131 Excess tax benefits from stock option exercises — — (170 ) Gain on rate change due to Tax Cut and Jobs Act of 2017 — — (3,444 ) Other, net 1 10 29 Provision for income taxes $ 90 630 (2,922 ) In this reconciliation, the category “Other, net” consists of changes in permanent tax differences related to non-deductible expenses, goodwill tax amortization, 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): 2020 2019 Deferred tax liabilities: Property and equipment $ 6,303 7,178 Prepaid expenses 520 624 Gross deferred tax liabilities 6,823 7,802 Deferred tax assets: Insurance liabilities 711 599 Employee benefits and other 1,024 966 Gross deferred tax assets 1,735 1,565 Net deferred tax liability $ 5,088 6,237 The Company has no unrecognized tax benefits. Tax returns in the U.S. and various states are subject to audit by taxing authorities. As of September 30, 2020, the earliest tax year that remains open for audit in the Unites States is 2015. We do not have any material unpaid assessments. |
Accrued Insurance
Accrued Insurance | 12 Months Ended |
Sep. 30, 2020 | |
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): 2020 2019 Accrued insurance, current portion $ 1,210 1,339 Prepaid insurance claims (1,182 ) (1,607 ) Accrued insurance, non-current 1,886 1,339 Total accrued insurance reported on the Company’s balance sheet $ 1,914 1,071 Captive agreement assets 2,233 3,143 Gross insurance liability estimate $ 4,147 4,214 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 9. Employee Benefits. The Company and certain subsidiaries and related entities (FRP) 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 cost was $534,000 in 2020, $780,000 in 2019 and $784,000 in 2018. 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 expense for fiscal 2020, 2019 and 2018 was $19,000, $20,000 and $22,000, respectively. The accrued benefit related to the Company under this plan as of September 30, 2020 and 2019 was $518,000 and $567,000, 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, 2020 and 2019 was $236,000 and $221,000, respectively. The net periodic postretirement benefit credit or cost allocated to the Company was ($12,000), ($58,000) and ($32,000) for fiscal 2020, 2019 and 2018, respectively. The discount rate used in determining the Net Periodic Postretirement Benefit Cost was 3.0% for 2020, 3.7% for 2019 and 3.7% for 2018. The discount rate used in determining the Accumulated Postretirement Benefit Obligation (APBO) was 3.0% for 2020, 3.73% for 2019, and 3.73% for 2018. 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, 2020 | |
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 During fiscal year 2018 and 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 $14,000 in 2019 and the unrealized loss was $13,000 in 2018. The unrealized gains and losses are recorded as part of comprehensive income and based on the market value (Level 1). The amortized cost of the investments was $5,977,000 and the carrying amount and fair value was $5,983,000 as of September 30, 2019. At September 30, 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 | 12 Months Ended |
Sep. 30, 2020 | |
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, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 12. Concentrations. Market: Customers Deposits |
Unusual or Infrequent Items Imp
Unusual or Infrequent Items Impacting Results | 12 Months Ended |
Sep. 30, 2020 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Unusual or Infrequent Items Impacting Results | 13. Unusual or Infrequent Items Impacting Results. The Company recorded gains due to the reversal of the estimated contingent liability related to the Danfair acquisition. The earned payout liability, estimated to be $425,000 on the date of acquisition, was later determined to be approximately $85,000 based upon the total revenues for the 12 months following the acquisition. Changes in the estimated earned payout liability, up to the total contractual amount, were reflected in our results of operations in the periods in which they are identified. The Company recorded gains during the third and fourth quarters in 2020 of $150,000 and $190,000, respectively. 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. 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. Fourth quarter 2018 net income included $403,000, or $.12 per share, due to a deferred tax benefit resulting from finalizing the revaluation of the company’s net deferred tax liabilities per the Tax Cuts and Jobs Act of 2017. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 14. Goodwill and Intangible Assets. The changes in gross carrying amounts of goodwill are as follows (in thousands): Goodwill October 1, 2017 $ 3,431 No activity — September 30, 2018 3,431 No activity — September 30, 2019 3,431 Danfair Transport acquisition 206 September 30, 2020 $ 3,637 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, 2020 September 30, 2019 Gross Accumulated Gross Accumulated Amount Amortization Amount Amortization Amortizable intangible assets: Customer value 4,440 3,492 4,004 3,303 Trade name 72 72 72 72 Non-compete 74 66 62 62 $ 4,586 $ 3,630 $ 4,138 $ 3,437 Amortization expense for intangible assets was $193,000 for 2020 and it is included in sales, general and administrative expense. The trade names are amortized on a straight-line basis over the estimated useful life of three and a half years. Customer values are amortized based on the straight-line basis over the estimated remaining useful lives of ten to eleven years. Non-compete agreements are amortized based on a straight-line basis over the term of the non-compete agreement, typically three to five years. Estimated amortization expense for the five succeeding years follows (in thousands): Amount 2021 $ 201 2022 201 2023 197 2024 133 2025 44 Total $ 776 |
Business Acquisition
Business Acquisition | 12 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Business Acquisition | 15. Business Acquisition. The Company acquired certain assets of Danfair Transport out of Americus, GA on November 4, 2019. 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): Consideration: 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, estimated to be $425,000 on the date of acquisition, was later determined to be approximately $85,000 based upon the total revenues for the 12 months following the acquisition. Changes in the estimated earned payout liability, up to the total contractual amount, were reflected in our results of operations in the periods in which they are identified. During fiscal year 2020 the Company recorded gains of $340,000 on the contingent consideration. The potential range of the earned payout was zero to $800,000. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | 16. Subsequent Event On December 4, 2020 the Company’s Board of Directors declared a special cash dividend of $3.00 per share, or approximately $10 million in the aggregate, on the Company’s outstanding common stock. This one-time, special dividend is payable on December 30, 2020, to shareholders of record at the close of business on December 17, 2020. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | DESCRIPTION OF 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 customers’ products from point A to point B predominately using Company employees driving Company owned tractors and tank trailers. Approximately 86% 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 customers’ fuel storage tanks for ultimate sale to the retail consumer. The remaining 14% of our business consists of hauling our customers’ dry bulk commodities such as cement, lime and various industrial powder products and liquid chemicals. Our operations are comprised of one reportable segment. |
Principles of consolidation | PRINCIPLES OF CONSOLIDATION - The consolidated 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 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. 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. Treasury bills of $5,983,000 and $17,298,000 at September 30, 2019 and September 30, 2018, respectively, have been reclassified as cash equivalents in these financial statements. |
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. The Company adopted ASU No. 2014-09, “Revenue from Contracts with Customers” on October 1, 2018. Management has identified that a legally enforceable contract with its customers is executed by both parties at the point of pickup of the shipper’s product, as evidenced by the bill of lading. Although the Company may have master agreements with its customers, these master agreements only establish terms. There is no financial obligation to the shipper until the Company takes possession of the load and there are no significant performance obligations after delivery. Revenue is recognized for each individual load and the amount of revenue in progress at the end of each quarter is insignificant. There is no significant amount of judgment or uncertainty in recording revenue. The Company’s adoption of this guidance did not result in a material impact on its financial statements. |
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 2020, 2019 and 2018 of $7,780,000, $8,317,000 and $9,298,000, respectively. Gains and losses upon disposition are reflected in operating results in the period of disposition. Direct internal and external costs to implement computer systems and internal-use software are capitalized. Capitalized costs are depreciated over the estimated useful life of the system or software, generally 5 years, beginning when site installation or module development is complete and ready for use. |
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 Company’s operations are comprised of one operating segment and therefore one reporting unit. 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 $84,500 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 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 has a defined benefit plan for certain key employees, See note 9 discussion of MSP Plan, and 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. |
Recently Issued Accounting Standards | RECENTLY ISSUED ACCOUNTING STANDARDS – In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” which replaces existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. The new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. Management has identified that a legally enforceable contract with its customers is executed by both parties at the point of pickup of the shipper’s product, as evidenced by the bill of lading. Although the Company may have master agreements with its customers, these master agreements only establish terms. There is no financial obligation to the shipper until the Company takes possession of the load. Revenue is recognized for each individual load and the amount of revenue in progress at the end of each quarter is insignificant. There is no significant amount of judgment or uncertainty in recording revenue. The Company adopted this standard on October 1, 2018, and its adoption of this guidance did not result in a material impact on its financial statements. 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. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Lease liabilities and right-of-use assets (in thousands) | Asset (Liability) Balance September 30, 2020 Right-of-use assets $ 2,964 Lease liabilities, current $ (1,065 ) Lease liabilities, long-term $ (2,073 ) |
Lease liability calculations assumptions | September 30, 2020 Weighted-average Weighted-average Remaining lease term Discount rate Revenue equipment and other leases 2.9 years 3.50 % Real estate leases 3.4 years 3.25 % |
Future minimum annual lease payments for assets under operating leases (in thousands) | Fiscal Year Total 2021 1,153 2022 987 2023 797 2024 295 2025 7 Thereafter — Total future minimum lease payments $ 3,239 Less: Imputed interest (257 ) Present value of operating lease liabilities $ 2,982 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computations of the basic and diluted earning per common share (dollars and shares in thousands, except per share amounts) | Years Ended September 30 2020 2019 2018 Common shares: Weighted average common shares outstanding during the period - shares used for basic earnings per common share 3,369 3,342 3,318 Common shares issuable under share based payment plans which are potentially dilutive 1 1 2 Common shares used for diluted earnings per common share 3,370 3,343 3,320 Net income $ 257 1,763 5,119 Earnings per common share: Basic $ .08 .53 1.54 Diluted $ .08 .53 1.54 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation Expense (in thousands) | Years Ended September 30 2020 2019 2018 Stock option grants $ 239 227 221 Annual director stock award 335 363 368 $ 574 590 589 |
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) Outstanding at October 1, 2017 150,255 $ 22.16 6.3 $ 1,259 Granted 33,960 18.57 240 Exercised (5,801 ) 21.44 (53 ) Forfeited (5,319 ) 22.03 (48 ) Outstanding at September 30, 2018 173,095 $ 21.49 6.3 $ 1,398 Granted 29,920 20.10 240 Exercised (4,000 ) 18.84 (31 ) Forfeited (10,000 ) 18.24 (76 ) Outstanding at September 30, 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 September 30, 2020 (a) 400,722 $ 14.96 6.6 $ 1,749 Exercisable at September 30, 2020 191,597 $ 16.09 4.8 $ 1,002 Vested during twelve months ended September 30, 2020 39,070 $ 204 (a) The Company stock option intrinsic values were adjusted as of January 30, 2020, the date of the extraordinary dividend. Stock option activity, including the weighted average exercise price, was not retroactively adjusted. |
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: $12.00 – $15.00 183,455 13.66 8.6 $15.01 - $18.76 25,669 15.90 5.9 209,124 $ 13.94 8.3 Years Exercisable: $12.00 - $15.00 69,901 13.69 4.1 $15.01 - $18.76 91,390 16.35 5.6 $18.77 - $23.46 30,307 20.83 3.7 191,598 $ 16.09 4.8 Years Total (a) 400,722 $ 14.96 6.6 Years (a) The Company stock option intrinsic values were adjusted as of January 30, 2020, the date of the extraordinary dividend. Stock option activity, including the weighted average exercise price, was not retroactively adjusted. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes for continuing operations (in thousands) | 2020 2019 2018 Current: Federal $ 952 227 865 State 280 92 304 1,232 319 1,169 Deferred (1,142 ) 311 (4,091 ) Total $ 90 630 (2,922 ) |
Income tax reconciliation at statutory Federal income tax rate (in thousands) | 2020 2019 2018 Amount computed at statutory Federal rate $ 75 474 532 State income taxes (net of Federal income tax benefit) 14 146 131 Excess tax benefits from stock option exercises — — (170 ) Gain on rate change due to Tax Cut and Jobs Act of 2017 — — (3,444 ) Other, net 1 10 29 Provision for income taxes $ 90 630 (2,922 ) |
Deferred tax assets and liabilities (in thousands) | 2020 2019 Deferred tax liabilities: Property and equipment $ 6,303 7,178 Prepaid expenses 520 624 Gross deferred tax liabilities 6,823 7,802 Deferred tax assets: Insurance liabilities 711 599 Employee benefits and other 1,024 966 Gross deferred tax assets 1,735 1,565 Net deferred tax liability $ 5,088 6,237 |
Accrued Insurance (Tables)
Accrued Insurance (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Insurance [Abstract] | |
Accrued insurance liability (in thousands) | 2020 2019 Accrued insurance, current portion $ 1,210 1,339 Prepaid insurance claims (1,182 ) (1,607 ) Accrued insurance, non-current 1,886 1,339 Total accrued insurance reported on the Company’s balance sheet $ 1,914 1,071 Captive agreement assets 2,233 3,143 Gross insurance liability estimate $ 4,147 4,214 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in gross carrying amounts of goodwill (in thousands) | Goodwill October 1, 2017 $ 3,431 No activity — September 30, 2018 3,431 No activity — September 30, 2019 3,431 Danfair Transport acquisition 206 September 30, 2020 $ 3,637 |
Identifiable intangible assets gross amounts and accumulated amortization (in thousands) | September 30, 2020 September 30, 2019 Gross Accumulated Gross Accumulated Amount Amortization Amount Amortization Amortizable intangible assets: Customer value 4,440 3,492 4,004 3,303 Trade name 72 72 72 72 Non-compete 74 66 62 62 $ 4,586 $ 3,630 $ 4,138 $ 3,437 |
Estimated amortization expense for five succeeding years (in thousands) | Amount 2021 $ 201 2022 201 2023 197 2024 133 2025 44 Total $ 776 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Buisiness Acquisition | Consideration: 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 |
Operating Leases - Leases (Deta
Operating Leases - Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Oct. 31, 2019 | Sep. 30, 2019 |
Future minimum operating lease payments 2021 | $ 1,153 | ||
Future minimum operating lease payments 2022 | 987 | ||
Future minimum operating lease payments 2023 | 797 | ||
Future minimum operating lease payments 2024 | 295 | ||
Future minimum operating lease payments 2025 | 7 | ||
Future minimum operating lease payments therafter | 0 | ||
Total Minimum operating lease payments | 3,239 | ||
Imputed interest | (257) | ||
Present value of operating lease liabilities | 2,982 | $ 4,104 | |
Right-of-use assets | 2,964 | $ 0 | |
Lease liabilities, current | (1,065) | 0 | |
Lease liabilities, long-term | $ (2,073) | $ 0 | |
Revenue equipment and other leases | |||
Weighted average remaining lease term | 2 years 10 months 29 days | ||
Weighted average discount rate | 3.50% | ||
Real estate leases | |||
Weighted average remaining lease term | 3 years 4 months 26 days | ||
Weighted average discount rate | 3.25% |
Earnings per share - Earnings p
Earnings per share - Earnings per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |||
Weighted average common shares outstanding during the period - shares used for basic earnings per common share | 3,369 | 3,342 | 3,318 |
Common shares issuable under share based payment plans which are potentially dilutive | 1 | 1 | 2 |
Common shares used for diluted earnings per common share | 3,370 | 3,343 | 3,320 |
Net income | $ 257 | $ 1,763 | $ 5,119 |
Earnings per common share: | |||
Earnings per common share-basic | $ .08 | $ 0.53 | $ 1.54 |
Earnings per common share-diluted | $ .08 | $ 0.53 | $ 1.54 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Stock option grants | $ 239 | $ 227 | $ 221 |
Annual director stock award | 335 | 363 | 368 |
Stock based compensation | $ 574 | $ 590 | $ 589 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Summary of Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Share-based Payment Arrangement [Abstract] | |||||
Options outstanding | 400,722 | [1] | 189,015 | 173,095 | 150,255 |
Options granted | 68,865 | 29,920 | 33,960 | ||
Options forfeited | (6,035) | (10,000) | (5,319) | ||
Options exercised | (4,000) | (5,801) | |||
Term adjustment | 148,877 | ||||
Options outstanding weighted average exercise price | $ 14.96 | $ 21.49 | $ 21.49 | $ 22.16 | |
Options outstanding weighted average exercise price - Granted | 18.40 | 20.10 | 18.57 | ||
Options outstanding weighted average exercise price - forfeited | $ 23.99 | 18.24 | 22.03 | ||
Options outstanding weighted average exercise price - Exercised | $ 18.84 | $ 21.44 | |||
Options outstanding weighted average remaining term | 6 years 6 months | 6 years 3 months 20 days | 6 years 3 months 20 days | 6 years 3 months 20 days | |
Options outstanding weighted average grant date fair value | $ 1,749 | $ 1,531 | $ 1,398 | $ 1,259 | |
Options granted weighted average grant date fair value | $ 275 | $ 240 | $ 240 | ||
Options forfeited weighted average grant date fair value | $ (57) | $ (76) | $ (48) | ||
Options exercised weighted average grant date fair value | $ (31) | $ (53) | |||
Options exercisable at September 30, 2020 | 191,597 | ||||
Options exerciseable weighted average exercise price | $ 16.09 | ||||
Options exercisable weighted average remaining term | 4 years 9 months 22 days | ||||
Options exerciseable weighted average grant date fair value | $ 1,002 | ||||
Options vested during twelve months ended September 30, 2020 | 39,070 | ||||
Options vested weighted average grant date fair value | $ 204 | ||||
[1] | (a)The Company stock option intrinsic values were adjusted as of January 30, 2020, the date of the extraordinary dividend. Stock option activity, including the weighted average exercise price, was not retroactively adjusted. |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans - Summary of Stock Options Outstanding (Details) | 12 Months Ended | ||||
Sep. 30, 2020yr$ / sharesshares | Sep. 30, 2019$ / shares | Sep. 30, 2018$ / shares | Sep. 30, 2017$ / shares | ||
Shares under option | shares | [1] | 400,722 | |||
Weighted average exercise price | $ 14.96 | $ 21.49 | $ 21.49 | $ 22.16 | |
Weighted average remaining life | yr | 6.6 | ||||
$12.00 - $15.00 Non-exercisable | |||||
Shares under option | shares | 183,455 | ||||
Weighted average exercise price | $ 13.66 | ||||
Weighted average remaining life | yr | 8.6 | ||||
Minimum exercise price | $ 12 | ||||
Maximum exercise price | $ 15 | ||||
$15.01 - $18.76 Non-exercisable | |||||
Shares under option | shares | 25,669 | ||||
Weighted average exercise price | $ 15.90 | ||||
Weighted average remaining life | yr | 5.9 | ||||
Minimum exercise price | $ 15.01 | ||||
Maximum exercise price | 18.76 | ||||
$18.77 - $23.46 Non-exercisable | |||||
Minimum exercise price | 18.77 | ||||
Maximum exercise price | $ 23.46 | ||||
Non-exercisable | |||||
Shares under option | shares | 209,124 | ||||
Weighted average exercise price | $ 13.94 | ||||
Weighted average remaining life | yr | 8.3 | ||||
$12.00 - $15.00 | |||||
Shares under option | shares | 69,901 | ||||
Weighted average exercise price | $ 13.69 | ||||
Weighted average remaining life | yr | 4.1 | ||||
Minimum exercise price | $ 12 | ||||
Maximum exercise price | $ 15 | ||||
$15.01 - $18.76 | |||||
Shares under option | shares | 91,390 | ||||
Weighted average exercise price | $ 16.35 | ||||
Weighted average remaining life | yr | 5.6 | ||||
Minimum exercise price | $ 15.01 | ||||
Maximum exercise price | $ 18.76 | ||||
$18.77 - $23.46 | |||||
Shares under option | shares | 30,307 | ||||
Weighted average exercise price | $ 20.83 | ||||
Weighted average remaining life | yr | 3.7 | ||||
Minimum exercise price | $ 18.77 | ||||
Maximum exercise price | $ 23.46 | ||||
Exercisable | |||||
Shares under option | shares | 191,598 | ||||
Weighted average exercise price | $ 16.09 | ||||
Weighted average remaining life | yr | 4.8 | ||||
[1] | (a)The Company stock option intrinsic values were adjusted as of January 30, 2020, the date of the extraordinary dividend. Stock option activity, including the weighted average exercise price, was not retroactively adjusted. |
Income Taxes - Provision for in
Income Taxes - Provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal, current | $ 952 | $ 227 | $ 865 |
State, current | 280 | 92 | 304 |
Current income tax expense | 1,232 | 319 | 1,169 |
Deferred | (1,142) | 311 | (4,091) |
Provision for income taxes | 90 | 630 | (2,922) |
Federal, computed at statutory rate | 75 | 474 | 532 |
State income taxes (net of Federal income tax benefit) | 14 | 146 | 131 |
Excess tax benefits from stock option exercises | 0 | 0 | (170) |
Gain on rate change due to Tax Cut and Jobs Act of 2017 | 0 | 0 | (3,444) |
Other, net | $ 1 | $ 10 | $ 29 |
Income Taxes - Temporary differ
Income Taxes - Temporary differences (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Income Tax Disclosure [Abstract] | ||
Property and equipment | $ 6,303 | $ 7,178 |
Prepaid expenses | 520 | 624 |
Gross deferred tax liabilities | 6,823 | 7,802 |
Insurance liabilities | 711 | 599 |
Employee benefits and other | 1,024 | 966 |
Gross deferred tax assets | 1,735 | 1,565 |
Net deferred tax liability | $ 5,088 | $ 6,237 |
Accrued Insurance (Details)
Accrued Insurance (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Accrued Insurance Details Abstract | ||
Accrued insurance, current portion | $ 1,210 | $ 1,339 |
Prepaid insurance claims | (1,182) | (1,607) |
Accrued insurance, non-current | 1,886 | 1,339 |
Total accrued insurance | 1,914 | 1,071 |
Captive agreement assets | 2,233 | 3,143 |
Gross accrued insurance | $ 4,147 | $ 4,214 |
Carrying Amount of Goodwill (De
Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Carrying Amount Of Goodwill | |||
Beginning Balance Goodwill | $ 3,431 | $ 3,431 | $ 3,431 |
Acquisitions | 206 | 0 | 0 |
Ending Balance Goodwill | $ 3,637 | $ 3,431 | $ 3,431 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Gross Amount | $ 4,586 | $ 4,138 |
Accumulated Amortization | 3,630 | 3,437 |
Customer Value | ||
Gross Amount | 4,440 | 4,004 |
Accumulated Amortization | 3,492 | 3,303 |
Trade name | ||
Gross Amount | 72 | 72 |
Accumulated Amortization | 72 | 72 |
Non Compete | ||
Gross Amount | 74 | 62 |
Accumulated Amortization | $ 66 | $ 62 |
Estimated Amortization expense
Estimated Amortization expense (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2021 | $ 201 |
2022 | 201 |
2023 | 197 |
2024 | 133 |
2025 | 44 |
Total | $ 776 |
Business Acquisition - Acquisit
Business Acquisition - Acquisition purchase price allocation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Nov. 04, 2019 | Sep. 30, 2019 | |
Prepaid tires | $ 1,414 | $ 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 |
Accounting Policies (Details Na
Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Depreciation | $ 7,780 | $ 8,317 | $ 9,298 | |
Self insurance retention | $250,000 to $500,000 | |||
Health insurance stop loss coverage | $ 250 | |||
Health insurance aggregate | 84 | |||
Per occurrence loss | 250 | |||
Straight lined lease liabilities | $ 231 | |||
Operating lease obligations | 4,104 | $ 2,982 | ||
Right to use assets | $ 3,873 | |||
Treasury bills reclassified as cash and cash equivalents | $ 5,983 | $ 17,298 | ||
Building and Improvements | ||||
Estimated useful lives | 7-39 years | |||
Revenue equipment | ||||
Estimated useful lives | 7-10 years | |||
Other equipment | ||||
Estimated useful lives | 3-10 years | |||
Petroleum Products | ||||
Percentage of Business | 86.00% | |||
Dry Bulk Commodities | ||||
Percentage of Business | 14.00% |
Related Party Agreements (Detai
Related Party Agreements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
FRP | |||
Charges/allocations to related parties | $ 1,283 | $ 1,398 | $ 1,441 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2020 | Dec. 14, 2018 | |
Wells Fargo | |||
Revolving Credit facility | $ 35,000 | ||
Credit facility increase maximum | $ 50,000 | ||
Credt agreement term | 5 years | ||
Commitment fee | 0.086% | ||
Borrowed under the revolver | $ 0 | ||
Letters of credit issued | 3,040 | ||
Facility amount available for borrowing | $ 31,960 | ||
Compliance with loan covenants | all | ||
Letter of credit fee | 1.00% | ||
Interest rate | 1.149% | ||
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% |
Operating Leases (Details Narra
Operating Leases (Details Narrative) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020USD ($)Units | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | |
Aggregate expense under operating leases | $ | $ 1,216 | $ 1,549 | $ 1,274 |
Leased Tractors | |||
Leased units | Units | 30 |
Earnings per share (Details Nar
Earnings per share (Details Narrative) - shares | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive shares | 380,829 | 181,983 |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020$ / shares | Sep. 30, 2020USD ($)yr$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018$ / sharesshares | Dec. 21, 2016USD ($)yr$ / sharesshares | |
Shares available for future issuance | shares | 163,400 | ||||
Dividend yield | 4.16% | ||||
Expected minimum volatility | 22.00% | ||||
Expected maximum volatility | 30.00% | ||||
Expected life minimum | yr | .8 | ||||
Expecited life maximum | yr | 6.9 | ||||
Risk-free interest rate minimum | 1.50% | ||||
Risk-free interest rate maximum | 1.70% | ||||
Aggregate intrinsic value of exercisable options | $ 0 | ||||
Aggregate intrinsic value of outstanding in-the-money options | $ 0 | ||||
Market close price | $ / shares | $ 8.95 | $ 16.82 | |||
Realized tax benefit from option exercises | $ 11 | ||||
Total unrecognized compensation cost of options granted | $ 540 | ||||
Compensation cost not yet vested recognition period | 3 years 2 months 13 days | ||||
Stock appreciation rights issued | shares | 132,286 | ||||
Minimum award for stock appreciation rights | $ 500 | ||||
Stock appreciation rights vesting period | yr | 9.1 | ||||
Annual director stock grant | shares | 25,950 | 18,863 | 18,863 | ||
Director stock grant market price | $ / shares | $ 12.90 | $ 19.25 | $ 19.53 | ||
Stock appreciation rights accrued liability | $ 342 | $ 252 | |||
FRP | |||||
Realized tax benefit pertaining to FRP options | $ 11 | ||||
Special Cash Dividend | |||||
Dividends paid | $ / shares | $ 3 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Taxes Details Narrative Abstract | |||
Unrecognized tax benefits | $ 0 | $ 0 | |
Deferred tax benefit | $ 0 | $ 0 | $ 3,444 |
US statutory federal rate | 21.00% | 21.00% | 24.28% |
Effective tax rate | 27.50% | 27.50% | 30.50% |
Employee Benefits (Details Narr
Employee Benefits (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |||
Company 401k contribution | 50.00% | 50.00% | 50.00% |
Savings/profit sharing plan company contribution | $ 534 | $ 780 | $ 784 |
Management Security Plan expense | 19 | 20 | 22 |
Management Security Plan accrued benefit | 518 | 567 | |
Accrued postretirement benefit obligation | 236 | 221 | |
Net periodic postretirement benefit credit or cost | $ (12) | $ (58) | $ (32) |
Net periodic postretirement benefit cost discount rate | 3.00% | 3.70% | 3.70% |
Accumulated postretirement benefit obligation discount rate | 3.00% | 3.73% | 3.73% |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | ||
Unrealized gain (loss) on treasury bills | $ 14 | $ (13) |
Amortized cost of investments in treasury bills | 5,977 | |
Carrying amount of investments in treasury bills | 5,983 | |
Fair value of investments in treasury bills | $ 5,983 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Top Ten Customers | ||
Customer revenue concentration | 62.00% | |
Accounts receivable concentration | $ 3,121 | $ 4,264 |
Top Customer | ||
Customer revenue concentration | 21.10% |
Unusual or Infrequent Items I_2
Unusual or Infrequent Items Impacting Results (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Nov. 04, 2019 | |
Deferred tax benefit | $ 0 | $ 0 | $ 3,444 | |||||||
US statutory federal rate | 21.00% | 21.00% | 24.28% | |||||||
Effective tax rate | 27.50% | 27.50% | 30.50% | |||||||
Contingent consideration gain | $ (340) | $ 0 | $ 0 | |||||||
Danfair Transport | ||||||||||
Estimated earned payout liability | $ 85 | 85 | $ 425 | |||||||
Contingent consideration gain | $ 190 | $ 150 | $ 340 | |||||||
Real Estate Sales | ||||||||||
Gain included in net income | $ 634 | |||||||||
Per share gain included in net income | $ .19 | |||||||||
Insurance Settlement | ||||||||||
Gain included in net income | $ 179 | |||||||||
Per share gain included in net income | $ .05 | |||||||||
Gain included in income statement | $ 247 | |||||||||
Tax Reform | ||||||||||
Deferred tax benefit | $ 403 | $ 3,041 | ||||||||
Deferred tax benefit per share | $ .12 | $ .92 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details Narrative) $ in Thousands | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense for intangible assets | $ 193 |
Business Acquisition (Details N
Business Acquisition (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Nov. 04, 2019 | |
Revenue | $ 88,713 | $ 108,716 | $ 114,065 | |||
Contingent consideration gain | (340) | $ 0 | $ 0 | |||
Danfair Transport | ||||||
Estimated earned payout liability | $ 85 | 85 | $ 425 | |||
Potential high range of earned payout | 800 | |||||
Potential low range of earned payout | $ 0 | |||||
Contingent consideration gain | $ 190 | $ 150 | $ 340 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 04, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 |
Common Stock, Dividends, Per Share, Declared | $ 3.15 | $ 0 | $ 0 | |
Dividend Declared | ||||
Dividends Payable, Date Declared, Day, Month and Year | Dec. 4, 2020 | |||
Common Stock, Dividends, Per Share, Declared | $ 3 | |||
Dividends Payable, Date of Record, Day, Month and Year | Dec. 17, 2020 | |||
Dividends Payable, Date to be Paid, Day, Month and Year | Dec. 30, 2020 | |||
Approximate dividends payable | $ 10,000 |