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 March 31, 2002
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 April 30, 2002: 3,145,210 shares of
$.10 par value common stock.
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
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 10
Part II. Other Information
Item 1. Legal Proceedings 10
Item 4. Submission of Matters To a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibit 11 - Computation of Earnings Per Share 16
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
March 31, September 30,
2002 2001
ASSETS
Current assets:
Cash and cash equivalents $ 439 440
Accounts receivable:
Affiliates 396 276
Other 8,296 9,361
Less allowance for doubtful accounts (753) (1,160)
Income taxes receivable - 1,002
Inventory of parts and supplies 647 570
Prepaid expenses and other 3,008 4,568
Assets held for sale - 1,191
Total current assets 12,033 16,248
Other assets:
Real estate held for investment, at cost 1,168 1,260
Goodwill 1,107 1,127
Other 3,263 2,954
Total other assets 5,538 5,341
Property, plant and equipment, at cost 199,271 197,257
Less accumulated depreciation and
Depletion (70,583) (66,087)
Net property, plant and equipment 128,688 131,170
146,259 152,759
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term note payable to bank $ - 7,800
Accounts payable:
Affiliates 77 114
Other 2,384 3,513
Accrued liabilities 3,566 4,324
Long-term debt due within one year 1,257 977
Total current liabilities 7,284 16,728
Long-term debt 46,994 47,097
Deferred income taxes 9,545 9,280
Accrued insurance reserves 5,260 5,268
Other liabilities 1,312 1,274
Shareholders' equity:
Preferred stock, no par value;
5,000,000 shares authorized - -
Common stock, $.10 par value;
25,000,000 shares authorized,
3,139,010 shares issued and outstanding
(3,140,066 at September 30, 2001) 314 314
Capital in excess of par value 11,339 11,357
Retained earnings 64,211 61,441
Total shareholders' equity 75,864 73,112
$146,259 152,759
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)
THREE MONTHS SIX MONTHS
ENDED MARCH 31, ENDED MARCH 31,
2002 2001 2002 2001
Revenues:
Affiliates $ 2,284 2,171 4,300 6,639
Non-affiliates 20,724 29,221 42,200 55,453
23,008 31,392 46,500 62,092
Cost of operations 18,042 25,840 36,467 49,532
Gross profit 4,966 5,552 10,033 12,560
Selling, general and
administrative expense:
Affiliates 116 132 232 264
Non-affiliates 1,678 3,308 3,606 5,718
1,794 3,440 3,838 5,982
Operating profit 3,172 2,112 6,195 6,578
Interest expense (806) (868) (1,600) (1,791)
Interest income 7 7 21 12
Other expense - (1) (1) (1)
Income before income taxes 2,373 1,250 4,615 4,798
Provision for income taxes 949 500 1,846 1,919
Net income $ 1,424 750 2,769 2,879
Basic earnings per
common share $ .45 .24 .88 .91
Diluted earnings per
common share $ .45 .24 .88 .91
Number of shares used in computing:
Basic earnings per share 3,139 3,144 3,139 3,175
Diluted earnings per share 3,168 3,147 3,160 3,175
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED MARCH 31, 2002 AND 2001
(In thousands)
(Unaudited)
2002 2001
Cash flows from operating activities:
Net income $2,769 2,879
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation, depletion and amortization 5,484 5,757
Net changes in operating assets and liabilities:
Accounts receivable 1,540 (3,544)
Inventory of parts and supplies (77) (27)
Prepaid expenses 1,560 (318)
Assets held for sale 1,191 (3,963)
Accounts payable and accrued liabilities (1,924) -
Increase (decrease) in deferred income taxes 265 (65)
Net change in insurance reserve and other
liabilities 30 86
Gain on disposition of real estate, property,
plant and equipment (31) (2,165)
Other, net 16 686
Net cash provided by (used in) operating activities 10,823 (674)
Cash flows from investing activities:
Purchase of property, plant and equipment (2,866) (6,036)
Additions to other assets (509) (266)
Proceeds from sale of real estate held for investment,
property, plant and equipment, and other assets 192 3,168
Net cash used in investing activities (3,183) (3,134)
Cash flows from financing activities:
Proceeds from long-term debt 10,200 5,140
Net (decrease) increase in short-term debt (7,800) 2,200
Repayment of long-term debt (10,023) (386)
Repurchase of Company stock (32) (3,404)
Proceeds from exercised stock options 14 -
Net cash (used in) provided by financing activities (7,641) 3,550
Net decrease in cash and cash equivalents (1) (258)
Cash and cash equivalents at beginning of year 440 633
Cash and cash equivalents at end of the period $ 439 375
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest net of amount capitalized $1,631 1,791
Income taxes $ 288 3,535
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(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 and
six months ended March 31, 2002 are not necessarily indicative of
the results that may be expected for the fiscal year ended
September 30, 2002. The accompanying condensed 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.
(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 Six Months ended
March 31, March 31,
2002 2001 2002 2001
Revenues:
Transportation (a) 19,181 27,708 38,959 52,648
Real estate (b) 3,827 3,684 7,541 9,444
23,008 31,392 46,500 62,092
Operating profit
Transportation (a) 1,263 158 2,545 1,062
Real estate (b) 2,262 2,375 4,356 6,330
Corporate expenses (353) (421) (706) (814)
Operating profit 3,172 2,112 6,195 6,578
Identifiable assets, at
quarter end
Transportation 41,296 54,362
Real estate 103,052 94,858
Cash items 439 375
Unallocated corporate assets 1,472 902
146,259 150,497
(a) The three months and six months ended March 31, 2001 include
revenues of $7,235,000 and $11,832,000, respectively and
operating losses of $663,000 and $769,000, respectively,
attributed to Patriot Transportation, Inc. which ceased
operations in September, 2001.
(b) The three months ended March 31, 2001 and the six months
ended March 31, 2002 and 2001 include revenues of $120,000,
$20,000 and $2,727,000, respectively, from the sale of real
estate. Operating profit (loss) from the sale or disposal of
real estate was ($10,000), $120,000, ($43,000) and
$2,154,000 for the three months and six months ended March
31, 2002 and 2001, respectively.
(3) Related Party Transactions. 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 was a potentially responsible
party regarding a Superfund Site. On January 22, 2002, the
Company settled this matter through a De Minimus Administrative
Order On Consent and has no further liability regarding this
Site.
(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 address 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 31, 2003 and to complete
the final step by September 30, 2003. The Company has not
determined if it will be required to record a write down of its
goodwill.
As of March 31, 2002, the Company had goodwill net of
amortization of $1,107,000 that will be subject to the statement.
Goodwill amortization for the three months ended March 31, 2002
and 2001 was $10,000. For each of the six month periods goodwill
amortization was $20,000.
(6) Agreement to Sell Real Estate. 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 until May
7, 2002 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 $2.44 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
For the second quarter and first half of fiscal 2002,
consolidated revenues decreased $8,384,000 (26.7%) and
$15,592,000 (25.1%), respectively, over the same periods last
year. The Transportation segment revenues for the second quarter
and first half decreased $8,527,000 (30.8%) and $13,689,000
(26.0%), respectively, 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 $7,235,000 and $11,832,000 in the
second quarter and first half of fiscal 2001. The remaining
decrease in transportation's revenue was due to a 7.2% and 5.2%
decline in miles hauled by the continuing operations for the
second quarter and first half of fiscal 2002 as compared to the
same periods last year. This decline was primarily a result of
lower demand for petroleum products and decreased travel
resulting from the September 11 tragedy, partially offset by
modest price increases.
Real estate revenues increased $143,000 (3.9%) for the second
quarter of fiscal 2002 and decreased $1,903,000 (20.2%) for the
first half of 2002 to $3,827,000 and $7,541,000, respectively.
During the second quarter of 2002, the Company had no real estate
sales as compared to real estate sales of $120,000 for the second
quarter of 2001. The increase in real estate revenues, excluding
real estate sales, for the second quarter of 2002 resulted from
additional rental income from newly developed commercial
properties and rent increases partially offset by lower royalties
from mining properties. For the first half of fiscal 2002, the
Company had revenues from real estate sales of $20,000 as
compared to $2,727,000 for the first half of 2001. Other real
estate revenues for the first half of 2002 increased as a result
of additional rental income from newly developed commercial
properties, rent increases and slightly higher royalties due to
increased mining.
Consolidated gross profit decreased $586,000 or 10.6% for the
second quarter and decreased $2,527,000 or 20.1% for the first
half as compared to the same periods last year. Gross profit in
the transportation segment decreased $470,000 (14.8%) for the
second quarter and $545,000 (8.8%) for the first half. The
decrease in gross profit for the transportation segment was
primarily attributable to the decrease in miles hauled, partially
offset by improved margins due to price increases and the
discontinuation of the third party business which had a gross
profit of $289,000 in the second quarter of last year and
$478,000 in the first half of last year.
Gross profit in the real estate segment decreased $116,000 (4.9%)
for the second quarter and $1,982,000 (31.3%) for the first half.
Gross profit from real estate sales decreased $131,000 in the
second quarter and decreased $2,197,000 in the first half of this
year as compared to the same periods last year. Real estate gross
profit excluding property sales increased due to additional
rental income from newly developed commercial properties and rent
increases.
Selling, general and administrative expense decreased $1,646,000
(47.8%) for the second quarter and $2,144,000 (35.8%) for the
first half compared to the same periods last year. This
improvement is primarily due to the elimination of expenses for
the closed subsidiary which incurred selling, general and
administrative expenses of $952,000 and $1,246,000 in the second
quarter and first half of last year. Selling, general and
administrative expenses for the second quarter and first half of
2002 also included a benefit of $180,000 primarily from the
recovery of the closed subsidiary's accounts receivable in excess
of amounts anticipated. The balance of the decrease was due to
elimination of support costs for the closed subsidiary and
expenses incurred last year related to a litigation settlement.
Selling, general and administrative expense as a percent of
consolidated revenues excluding real estate sales was 7.8% for
the second quarter as compared to 11.0% last year and 8.3% for
the first half as compared to 10.1% last year.
Interest expense, net of capitalized interest, decreased $62,000
for the second quarter and decreased $191,000 for the first half
due to a decrease in the average debt outstanding and a decrease
in average interest rate.
Income tax expense increased $449,000 for the second quarter and
decreased $73,000 for the first half of this year as a result of
changes in income before income taxes. Income tax expense is 40%
of income before income tax expense in all periods.
Summary and Outlook
The Company's real estate business continues to enjoy encouraging
progress, notwithstanding a national economy still attempting a
sustainable recovery. Demand appears to be continuing for the
Company's flexible office warehouse product throughout its sub-
markets.
The transportation segment has benefited from slowly increasing
freight demand and travel activity. Favorable progress has been
made on operating margins. Revenue-miles have still not returned
to comparable year-over-year levels and bottom-line momentum
remains tempered by reduced gross revenues. Concerns remain for the
industry stemming from troublesome liability insurance costs and
volatile fuel costs.
Liquidity and Capital Resources
For the first six months of fiscal 2002, net cash flows from
operating activities funded the Company's purchase of additional
property, plant and equipment of $2,866,000 and reduced
outstanding debt.
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 bears 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 March 31,
2002, $3,644,000 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 $2.44 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. One of the
Company's subsidiaries was a potentially responsible party
regarding a Superfund Site. On January 22, 2002, the Company
settled this matter through a De Minimus Administrative Order On
Consent and has no further liability regarding this Site.
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 4. Submission of Matters to a Vote of Security Holders
On February 6, 2002, the Company held its annual shareholders
meeting. At the meeting, the stockholders elected the following
directors by the vote shown.
Term Votes Votes Broker/
Ending For Withheld Non-Votes
Edward L. Baker 2006 2,833,102 25,218 281,746
Thompson S. Baker, II 2006 2,833,105 25,215 281,746
Martin E. Stein, Jr. 2006 2,537,304 321,016 281,746
The directors whose terms of office as a director have continued
after the meeting are John D. Baker, II, Luke E. Fichthorn, III,
Francis X. Knott, Robert H. Paul III, James H. Winston, John E.
Anderson and David H. deVilliers, Jr.
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
March 31, 2002, 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.
May 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 MARCH 31, 2002
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,
incorporated by reference to the corresponding
exhibit filed with Form 10-Q for the quarter
ended December 31, 2001. File No. 33-26115.
(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, incorporated by reference to an exhibit
filed with Form 10-Q for the quarter ended
December 31, 2001. File No. 33-26115.
(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., incorporated by reference to
an exhibit filed with Form 10-Q for the quarter
ended December 31, 2001.
(11) Computation of Earnings Per Common Share.
9