FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-17554
PATRIOT TRANSPORTATION HOLDING, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2924957
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
1801 Art Museum Drive, Jacksonville, Florida 32207
(Address of principal executive offices)
(Zip Code)
904/396-5733
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of February 4, 2002: 3,138,560 shares of
$.10 par value common stock.
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q
QUARTER ENDED DECEMBER 31, 2001
CONTENTS
Page No.
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Income 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis 7
Item 3. Quantitative and Qualitative Disclosures about Market Risks 9
Part II. Other Information
Item 1. Legal Proceedings 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 11
Exhibit 11 - Computation of Earnings Per Share 15
Exhibit 3(b)(3) Amendment to Bylaws 16
Exhibit 10 (i) Purchase and Sale Agreement 17
Exhibit 4(c) Revolving Credit Agreement 26
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
December 31, September 30,
2001 2001
ASSETS
Current assets:
Cash and cash equivalents $ 6,951 440
Accounts receivable:
Affiliates 365 276
Other 6,967 9,361
Less allowance for doubtful accounts (1,105) (1,160)
Income taxes receivable 295 1,002
Inventory of parts and supplies 575 570
Prepaid expenses and other 3,729 4,568
Assets held for sale 632 1,191
Total current assets 18,409 16,248
Other assets:
Real estate held for investment, at cost 1,220 1,260
Goodwill 1,117 1,127
Other 3,142 2,954
Total other assets 5,479 5,341
Property, plant and equipment, at cost 197,974 197,257
Less accumulated depreciation and
depletion (68,176) (66,087)
Net property, plant and equipment 129,798 131,170
$153,686 152,759
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term note payable to bank $ - 7,800
Accounts payable:
Affiliates - 114
Other 1,886 3,513
Accrued liabilities 3,527 4,324
Long-term debt due within one year 1,234 977
Total current liabilities 6,647 16,728
Long-term debt 56,800 47,097
Deferred income taxes 9,280 9,280
Accrued insurance reserves 5,253 5,268
Other liabilities 1,276 1,274
Shareholders' equity:
Preferred stock, no par value;
5,000,000 shares authorized - -
Common stock, $.10 par value;
25,000,000 shares authorized,
3,138,560 shares issued and outstanding
(3,140,066 at September 30, 2001) 314 314
Capital in excess of par value 11,328 11,357
Retained earnings 62,788 61,441
Total shareholders' equity 74,430 73,112
$153,686 152,759
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)
THREE MONTHS
ENDED DECEMBER 31,
2001 2000
Revenues:
Affiliates $ 2,016 4,468
Non-affiliates 21,476 26,232
23,492 30,700
Cost of operations 18,425 23,692
Gross profit 5,067 7,008
Selling, general and
administrative expense:
Affiliates 116 132
Non-affiliates 1,928 2,410
2,044 2,542
Operating profit 3,023 4,466
Interest expense (794) (923)
Interest income 14 5
Income before income taxes 2,243 3,548
Provision for income taxes 897 1,419
Net income $ 1,346 2,129
Basic earnings per
common share $ .43 .66
Diluted earnings per
common share $ .43 .66
Number of shares used in computing:
Basic earnings per share 3,140 3,205
Diluted earnings per share 3,142 3,205
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
(In thousands)
(Unaudited)
2001 2000
Cash flows from operating activities:
Net income $1,346 2,129
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization 2,829 2,881
Net changes in operating assets and liabilities:
Accounts receivable 2,957 (770)
Inventory of parts and supplies (5) (34)
Prepaid expenses 839 (675)
Assets held for sale 559 -
Accounts payable and accrued liabilities (2,538) (766)
Net change in insurance reserve and other
liabilities (13) 7
Gain on disposition of real estate, property,
plant and equipment 1 (2,048)
Other, net 8 12
Net cash provided by operating activities 5,983 736
Cash flows from investing activities:
Purchase of property, plant and equipment (1,433) (4,058)
Additions to other assets (294) (106)
Proceeds from sale of real estate held for investment,
property, plant and equipment, and other assets 123 2,747
Net cash used in investing activities (1,604) (1,417)
Cash flows from financing activities:
Proceeds from long-term debt 10,200 5,140
Net decrease in short-term debt (7,800) (900)
Repayment of long-term debt (240) (178)
Repurchase of Company stock (28) (3,197)
Net cash provided by financing activities 2,132 865
Net increase in cash and cash equivalents 6,511 184
Cash and cash equivalents at beginning of year 440 633
Cash and cash equivalents at end of the period $6,951 817
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest expense, net of amount capitalized $ 750 920
Income taxes $ 190 715
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
(Unaudited)
(1) Basis of Presentation. The accompanying condensed
consolidated financial statements include the accounts of Patriot
Transportation Holding, Inc. and its subsidiaries (the
"Company"). These statements have been prepared in accordance
with accounting principles generally accepted in the United
States of America for interim financial information and the
instructions to Form 10-Q and do not include all the information
and footnotes required by accounting principles generally
accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary
for a fair presentation of the results for the interim periods
have been included. Operating results for the three months ended
December 31, 2001 are not necessarily indicative of the results
that may be expected for the fiscal year ended September 30,
2002. The accompanying consolidated financial statements and the
information included under the heading "Management's Discussion
and Analysis" should be read in conjunction with the Company's
consolidated financial statements and related notes included in
the Company's Form 10-K for the year ended September 30, 2001.
Certain reclassifications have been made to the 2000 financial
statements to conform to the presentation adopted in 2001.
(2) Industry Segments. The Company has identified two business
segments each of which is managed separately along product lines.
All the Company's operations are in the United States.
The transportation segment hauls liquid and dry commodities by
motor carrier. The real estate segment owns real estate of which
a substantial portion is under mining royalty agreements or
leased. The real estate segment also holds certain other real
estate for investment and is developing commercial and industrial
properties.
Operating results and certain other financial data for the
Company's business segments are as follows (in thousands):
Three Months ended
December 31,
2001 2000
Revenues:
Transportation (a) $ 19,778 24,940
Real estate (b) 3,714 5,760
$ 23,492 30,700
Operating profit
Transportation (a) $ 1,282 904
Real estate (b) 2,094 3,955
Corporate expenses (353) (393)
Operating profit $ 3,023 4,466
Identifiable assets, at
quarter end
Transportation $ 42,887 54,574
Real estate 102,187 94,347
Cash items 6,951 817
Unallocated corporate 1,661 508
assets $153,686 150,246
(a) The three months ended December 31, 2000 include revenues of
$4,597,000 and operating losses of $106,000 attributed to
Patriot Transportation, Inc. which ceased operations in
September, 2001.
(b) The three months ended December 31, 2001 and 2000 includes
revenues of $20,000 and $2,607,000 and operating profit
(loss) of ($33,000) and $2,034,000, respectively, from the
sale of real estate.
(3) Related Party Transaction. In November 2000, the Company
sold two parcels of land to Florida Rock Industries, Inc., an
affiliate, for $2,607,000 and recognized a pre-tax gain of
$2,034,000. The transactions, including the purchase price,
were reviewed and approved on behalf of the Company by a
committee of independent directors after obtaining independent
appraisals.
(4) Contingent Liabilities. Certain of the Company's
subsidiaries are involved in litigation on a number of matters
and are subject to certain claims that 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. In the opinion of management, none of these
matters are expected to have a materially adverse effect on the
Company's consolidated financial statements.
One of the Company's subsidiaries is a potentially responsible
party regarding a Superfund Site. It is the policy of the
Company to accrue environmental contamination cleanup costs when
it is probable that a liability has been incurred and the amount
of such liability is reasonably estimable. The Company has made
an estimate of its likely costs in connection with this site and
a liability has been recorded. Such liability is not material
to the financial statements of the Company.
(5) Recent Accounting Pronouncements. In July 2001, the FASB
issued two statements, Statement No. 141, "Business
Combinations," (SFAS 141) and Statement No. 142, "Goodwill and
Other Intangible Assets" (SFAS 142). The two statements modify
the method of accounting for business combinations entered into
after June 30, 2001 and addresses the accounting for intangible
assets.
The Company will adopt SFAS 142 effective October 1, 2002. Upon
adoption, the Company will no longer be required to amortize
goodwill but will be required to evaluate goodwill for impairment
annually or more frequently if certain indicators arise. The
Company is required to complete the initial step of a
transitional impairment test by March 30, 2003 and to complete
the final step by September 30, 2003. Any impairment loss
resulting from the transitional impairment test will be recorded
as a cumulative effect of a change in accounting principles for
the quarter ending December 31, 2002. The Company has not
determined if it will be required to record a write down of its
goodwill.
As of December 31, 2001, the Company had goodwill net of
amortization of $1,117,000 that will be subject to the statement.
Goodwill amortization for the three months ended December 31,
2001 and 2000 was $10,000, respectively.
(6) Subsequent Event. On February 6, 2002, a subsidiary of the
Company signed an Agreement to sell 108 acres of land located in
the northwest quadrant of I-395 and I-495 at Edsall Road in
Springfield, Virginia to Florida Rock Industries, Inc. (FRI), a
related party, for $15,000,000. FRI has ninety days to inspect
and investigate the property and may, in its sole discretion,
terminate the Agreement during the inspection period. If the
Agreement is not terminated during the inspection period closing
may occur as soon as 45 days after the inspection period or as
late as December 31, 2003. The Agreement was approved by a
committee of independent directors of the Company after review of
a development feasibility study and other materials, consultation
with management and advice of independent counsel.
The Company intends to structure this transaction as a tax
deferred exchange under Section 1031 of the United States
Internal Revenue Code and the Treasury Regulations promulgated
thereunder. If the transaction closes, the Company will
recognize a gain on the sale of approximately $7,722,000 net of
income taxes, or $2.46 per diluted share. The tract has been
rented to a subsidiary of FRI and the Company received rental
income of approximately $650,000 for the 2001 fiscal year.
Reinvestment of the proceeds from this transaction is expected to
facilitate the Company's long-term plan to build and own a
portfolio of successful rental properties.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Operating Results
Consolidated revenues for the first fiscal quarter ending
December 3l, 2001, decreased 23.5% to $23,492,000 from
$30,700,000 in the same quarter last year. The transportation
segment's revenues for the first quarter decreased 20.7% to
$19,778,000 from $24,940,000 in the first quarter last year
primarily as a result of the closing of the Company's third-party
agent/owner-operator subsidiary, Patriot Transportation, Inc., in
September, 2001. This subsidiary had revenues of $4,597,000 in
the first fiscal quarter of last year. The rest of the decrease
in transportation's revenue was due to a 3.3% decline in miles
hauled in the continuing operations which resulted primarily from
lower demand for petroleum products due to the recession and
decreased travel resulting from the September 11 tragedy. This
decline in miles hauled was partially offset by modest price
increases. The real estate segment's revenues for the first
quarter of fiscal 2002 were $3,714,000, a decrease of $2,046,000
as compared to the same quarter of last year as a result of a
$2,587,000 decrease in property sales. This was partially offset
by additional rental income from newly developed commercial
properties, rent increases and higher royalties due to increased
mining.
Consolidated gross profit decreased $1,941,000 to $5,067,000 for
the first quarter of fiscal 2002. This decrease is attributable
to a $2,066,000 decrease in gross profit from property sales and
a decrease in transportation segment gross profit of $75,000,
partially offset by a $200,000 increase in gross profit from
rents and royalties within the real estate segment.
Selling, general and administrative expense for the first quarter
of fiscal 2002 decreased 19.6% to $2,044,000 from $2,542,000 in
the same quarter last year. This improvement is primarily due to
the elimination of support costs for the closed subsidiary.
Interest expense decreased $129,000 for the first quarter of
fiscal 2002 to $794,000 from $923,000 for the same period last
year due to lower average interest rates partially offset by
additional borrowings.
Income tax expense was $897,000 for the first quarter of this
year as compared to $1,419,000 in last year's first quarter as a
result of decreased income before income taxes. Income tax
expense is 40% of income before income tax for both quarters.
Consequently, net income was $1,346,000 or $.43 per diluted share
for the first quarter of fiscal 2002 compared to $2,129,000 or
$.66 per diluted share for the same quarter last year.
Summary and Outlook
The Company's transportation and real estate segments continue to
experience contrasting operating environments. Real estate
revenues and profits have remained strong compared to the on-
going adverse operating climate facing the transportation
segment. Freight demand has softened due to the continuing
recession and reduced travel. Sharply higher liability insurance
costs plague operating margins for the trucking industry. The
Company's transportation segment will continue to emphasize
increases in its freight revenue rates to offset increased
liability insurance costs. Maximum equipment utilization will
also remain a top priority as well.
Financial Condition
For the first three months of fiscal 2002, net cash flows from
operating activities and net cash provided by financing
activities funded the Company's purchase of additional property,
plant and equipment of $1,433,000.
On January 9, 2002,the Company and four banks closed on a new
three-year $37,000,000 unsecured revolving credit agreement to
replace and pay off the existing revolver and short-term lines.
The new revolver will bear interest at an initial margin rate of
1.50% over the selected LIBOR or alternatively, 0.25% over the
prime rate of SunTrust Bank. The new credit agreement requires
maintenance of certain ratios and contains restrictive covenants,
including a restriction on payment of dividends. At January 7,
2002, $2,697,000 was available for payment of dividends.
The Company continues to maintain its sound financial condition
with sufficient resources to meet anticipated capital
expenditures and other operating requirements.
Other
A subsidiary of the Company signed an agreement to sell land to
a related party for $15,000,000. If the sale occurs, the Company
will recognize a gain on the sale of approximately $7,722,000 net
of income taxes or $2.46 per diluted share. For additional
information see Note 6 of Notes to Condensed Consolidated
Financial Statements.
During fiscal year 2001, the continuing transportation segment's
ten largest customers accounted for approximately 44.5% of
transportation's revenue excluding the closed subsidiary. The
loss of one or more of these customers could have an adverse
effect on the Company's revenue and income.
While the Company is affected by environmental regulations, such
regulations are not expected to have a major effect on the
Company's capital expenditures or operating results. Additional
information concerning environmental matters is presented in Note
12 to the consolidated financial statements included in the
Company's Form 10-K for the year ended September 30, 2001. Such
information is incorporated herein by reference.
Forward-Looking Statements. Certain matters discussed in this
report contain forward-looking statements that are subject to
risks and uncertainties that could cause actual results to differ
materially from these indicated by such forward-looking
statements. These forward-looking statements relate to, among
other things, capital expenditures, liquidity, capital resources
and competition and may be indicated by words or phrases such as
"anticipate", "estimate", "plans", "projects", "continuing",
"ongoing", "expects", "management believes", "the Company
believes", "the Company intends" and similar words or phrases. The
following factors and others discussed in the Company's periodic
reports and filings with the Securities and Exchange Commission
are among the principal factors that could cause actual results
to differ materially from the forward-looking statements: driver
availability and cost; availability and terms of financing;
freight demand for petroleum products including recessionary and
terrorist impacts on travel in the Company's markets; freight
demand for building and construction materials in the Company's
markets; risk insurance markets; competition; general economic
conditions; demand for flexible warehouse/office facilities;
restructuring charges; interest rates; levels of construction
activity in FRI's markets; fuel costs; and inflation. However,
this list is not a complete statement of all potential risks or
uncertainties.
These forward-looking statements are made as of the date hereof
based on management's current expectations, and the Company does
not undertake an obligation to update such statements, whether as
a result of new information, future events or otherwise.
Additional information regarding these and other risk factors may
be found in the Company's other filings made from time to time
with the Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS
There are no material changes to the disclosures made in Form
10-K for the fiscal year ended September 30, 2001 with respect to
this item.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
See Note 4 to the condensed consolidated financial statements
included in this Form 10-Q.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The response to this item is submitted as a
separate Section entitled "Exhibit Index", starting on
page 11.
(b) Reports on Form 8-K. During the three months ended
December 31, 2001, no reports on a Form 8-K were filed
by the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
February 6, 2002 PATRIOT TRANSPORTATION HOLDING, INC.
JOHN E. ANDERSON
John E. Anderson
President and Chief Executive
Officer
RAY M. VAN LANDINGHAM
Ray M. Van Landingham
Vice President Finance &
Administration and Chief
Financial Officer
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q FOR THE QUARTER ENDED DECMEBER 31, 2001
EXHIBIT INDEX
(3)(a)(1) Articles of Incorporation of Patriot
Transportation Holding Inc., incorporated by
reference to the corresponding exhibit filed
with Form S-4 dated December 13,1988. File No.
33-26115.
(3)(a)(2) Amendment to the Articles of Incorporation of
Patriot Transportation Holding, Inc. filed with
the Secretary of State of Florida on February
19, 1991 incorporated by reference to the
corresponding exhibit filed with Form 10-K for
the fiscal year ended September 30, 1993. File
No. 33-26115.
(3)(a)(3) Amendments to the Articles of Incorporation of
Patriot Transportation Holding, Inc. filed with
the Secretary of State of Florida on February
7,1995, incorporated by reference to an appendix
to the Company's Proxy Statement dated December
15, 1994. File No. 33-26115.
(3)(a)(4) Amendment to the Articles of Incorporation of
Patriot Transportation Holding, Inc., filed with
the Florida Secretary of State on May 6, 1999
incorporated by reference to a form of such
amendment filed as Exhibit 4 to the Company's
Form 8-K dated May 5, 1999. File No. 33-26115.
(3)(a)(5) Amendment to the Articles of Incorporation of
Patriot Transportation Holding, Inc. filed with
the Secretary of State of Florida on February
21, 2000, incorporated by reference to the
corresponding exhibit filed with Form 10-Q for
the quarter ended March 31, 2000. File No. 33-
26115.
(3)(b)(1) Restated Bylaws of Patriot Transportation
Holding, Inc. adopted December 1, 1993,
incorporated by reference to the corresponding
exhibit filed with Form 10-K for the fiscal year
ended September 30, 1993. File No. 33-26115.
(3)(b)(2) Amendment to the Bylaws of Patriot Transportation
Holding, Inc. adopted August 3, 1994,
incorporated by reference to the corresponding
exhibit filed with Form 10-K for the fiscal year
ended September 30, 1994. File No. 33-26115.
(3)(b)(3) Amendment to the Bylaws of Patriot Transportation
Holding, Inc. adopted December 5, 2001.
(4)(a) Articles III, VII and XII of the Articles of
Incorporation of Patriot Transportation Holding,
Inc., incorporated by reference to an exhibit
filed with Form S-4 dated December 13, 1988.
And amended Article III, incorporated by
reference to an exhibit filed with Form 10-K for
the fiscal year ended September 30, 1993. And
Articles XIII and XIV, incorporated by reference
to an appendix filed with the Company's Proxy
Statement dated December 15, 1994. File No. 33-
26115.
(4)(b) Specimen stock certificate of Patriot
Transportation Holding, Inc., incorporated by
reference to an exhibit filed with Form S-4
dated December 13, 1988. File No. 33-26115.
(4)(c) Revolving Credit Agreement dated as of January 9,
2002 among Patriot Transportation Holding, Inc.
as Borrower, the Lenders from time to time party
hereto and SunTrust Bank as Administrative
Agent.
(4)(d) The Company and its consolidated subsidiaries
have other long-term debt agreements which do
not exceed 10% of the total consolidated assets
of the Company and its subsidiaries, and the
Company agrees to furnish copies of such
agreements and constituent documents to the
Commission upon request.
(4)(e) Rights Agreement, dated as May 5, 1999 between the
Company and First Union National Bank, incorporated
by reference to Exhibit 4 to the Company's Form 8-K
dated May 5, 1999. File No. 33-26115.
(10)(a) Various lease backs and mining royalty agreements
with Florida Rock Industries, Inc., none of which
are presently believed to be material individually,
except for the Mining Lease Agreement dated
September 1, 1986, between Florida Rock Industries
Inc. and Florida Rock Properties, Inc., successor
by merger to Grandin Land, Inc. (see Exhibit
(10)(c)), but all of which may be material in the
aggregate, incorporated by reference to an exhibit
filed with Form S-4 dated December 13, 1988. File
No. 33-26115.
(10)(b) License Agreement, dated June 30, 1986, from Florida
Rock Industries, Inc. to Florida Rock & Tank Lines,
Inc. to use "Florida Rock" in corporate names,
incorporated by reference to an exhibit filed with
Form S-4 dated December 13, 1988. File No.
33-26115.
(10)(c) Mining Lease Agreement, dated September 1, 1986,
between Florida Rock Industries, Inc. and Florida
Rock Properties, Inc., successor by merger to
Grandin Land, Inc., incorporated by reference to an
exhibit previously filed with Form S-4 dated
December 13, 1988. File No. 33-26115.
(10)(d) Summary of Medical Reimbursement Plan of Patriot
Transportation Holding, Inc., incorporated by
reference to an exhibit filed with Form 10-K for
the fiscal year ended September 30, 1993. File No.
33-26115.
(10)(e) Split Dollar Agreement dated October 3, 1984,
between Edward L. Baker and Florida Rock
Industries, Inc. and assignment of such agreement,
dated January 31, 1986 from Florida Rock
Industries, Inc. to Florida Rock & Tank Lines,
Inc., incorporated by reference to an exhibit filed
with Form S-4 dated December 13, 1988. File No.
33-26115.
(10)(f) Summary of Management Incentive Compensation Plans,
incorporated by reference to an exhibit filed with
Form 10-K for the fiscal year ended September 30,
1994. File No. 33-26115.
(10)(g) Management Security Agreements between the Company
and certain officers, incorporated by reference to
a form of agreement previously filed (as Exhibit
(10)(I)) with Form S-4 dated December 13, 1988.
File No. 33-26115.
(10)(h)(1) Patriot Transportation Holding, Inc. 1989 Employee
Stock Option Plan, incorporated by reference to an
exhibit filed with Form S-4 dated December 13,
1988. File No. 33-26115.
(10)(h)(2) Patriot Transportation Holding, Inc. 1995 Stock
Option Plan, incorporated by reference to an
appendix to the Company's Proxy Statement dated
December 15, 1994. File No. 33-26115.
(10)(h)(3) Patriot Transportation Holding, Inc. 2000 Stock
Option Plan, incorporated by reference to an
appendix to the Company's Proxy Statement dated
December 15, 1999. File No. 33-26115.
(10)(i) Purchase and Sale Agreement dated February 6, 2002
between Florida Rock Industries, Inc. and Florida
Rock Properties, Inc.
(11) Computation of Earnings Per Common Share.
15