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, 2002
[ ] 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 January 29, 2003: 3,052,708 shares of
$.10 par value common stock.
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q
QUARTER ENDED DECEMBER 31, 2002
CONTENTS
Page No.
Part I. Financial Information
Item 1. Financial Statements (unaudited)
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 of Financial
Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures about Market Risks 11
Item 4. Controls and Procedures 11
Part II. Other Information
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Certifications 14
Exhibit 11. Computation of Earnings Per Share 21
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,
2002 2002
ASSETS
Current assets:
Cash and cash equivalents $ 203 529
Accounts receivable (including related
party of $129 and $107) 7,709 7,817
Less allowance for doubtful accounts (518) (474)
Prepaid expenses 5,653 2,977
Other current assets 664 641
Total current assets 13,711 11,490
Property, plant and equipment, at cost 220,085 209,275
Less accumulated depreciation and
depletion (71,901) (70,908)
Net property, plant and equipment 148,184 138,367
Other assets 5,707 5,606
$167,602 155,463
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable (including related
party of $37 and $39) $ 4,684 5,771
Accrued liabilities 4,055 4,890
Long-term debt due within one year 1,335 1,311
Total current liabilities 10,074 11,972
Long-term debt 62,765 47,290
Deferred income taxes 10,062 10,062
Accrued insurance reserves 5,331 5,331
Other liabilities 1,655 1,648
Commitments and contingencies (Note 7)
Shareholders' equity:
Preferred stock, no par value;
5,000,000 shares authorized - -
Common stock, $.10 par value;
25,000,000 shares authorized,
3,052,708 and 3,159,008 shares issued
and outstanding, respectively 305 316
Capital in excess of par value 9,375 11,748
Retained earnings 68,035 67,096
Total shareholders' equity 77,715 79,160
$167,602 155,463
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,
2002 2001
Revenues:
Related party $ 1,367 2,016
Non-related parties 22,675 21,476
24,042 23,492
Cost of operations 19,713 18,425
Gross profit 4,329 5,067
Selling, general and
administrative expenses:
Related party 110 116
Non-related parties 1,867 1,928
1,977 2,044
Recovery of non-recurring charges
related to closed subsidiary (25) -
Operating profit 2,377 3,023
Interest expense, net (839) (780)
Income before income taxes 1,538 2,243
Provision for income taxes 600 897
Net income $ 938 1,346
Basic earnings per
common share $ .30 .43
Diluted earnings per
common share $ .30 .43
Number of shares used in computing:
Basic earnings per common share 3,133 3,140
Diluted earnings per common share 3,156 3,142
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
(In thousands)
(Unaudited)
2002 2001
Cash flows from operating activities:
Net income $ 938 1,346
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation, depletion and amortization 2,995 2,829
Gain on disposition of real estate, plant
and equipment (127) 1
Net changes in operating assets and liabilities:
Accounts receivable 160 2,957
Prepaid expenses and other current assets (2,707) 834
Assets held for sale - 559
Accounts payable and accrued liabilities (1,922) (2,538)
Net change in insurance reserves and other
liabilities 7 (13)
Other assets, net 13 8
Net cash (used in) provided by operating activities (643) 5,983
Cash flows from investing activities:
Purchase of property, plant and equipment (13,025) (1,433)
Additions to other assets (146) (294)
Proceeds from sale of real estate held for investment,
property, plant and equipment, and other assets 372 123
Net cash used in investing activities (12,799) (1,604)
Cash flows from financing activities:
Proceeds from long-term debt 25,500 10,200
Net decrease in short-term debt - (7,800)
Repayment of long-term debt (10,001) (240)
Repurchase of Company stock (2,485) (28)
Exercise of employee stock options 102 -
Net cash provided by financing activities 13,116 2,132
Net (decrease) increase in cash and cash equivalents (326) 6,511
Cash and cash equivalents at beginning of year 529 440
Cash and cash equivalents at end of the period $ 203 6,951
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 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 ended December 31, 2002 are not necessarily
indicative of the results that may be expected for the fiscal
year ending September 30, 2003. 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, 2002.
Certain reclassifications have been made to the Fiscal 2002
financial statements to conform to the presentation adopted in
Fiscal 2003.
(2) Recent Accounting Pronouncements. In June 2001, the FASB
issued Statement No. 142, "Goodwill and Other Intangible
Assets" (SFAS 142). This statement addresses the accounting
for intangible assets. The Company adopted SFAS No. 142 on
October 1, 2002 and has determined no impairment of goodwill
exists and has ceased amortization. Goodwill amortization in
the first quarter of 2002 was $10,000. Included in other assets
on the Condensed Consolidated Balance Sheet is goodwill of
$1,087,000 in both periods presented.
In June 2001, the FASB issued Statement No. 143, "Accounting
for Asset Retirement Obligations" (SFAS 143), which addresses
financial accounting and reporting for obligations regarding
the retirement of tangible long-lived assets and the associated
asset retirement costs. The standard applies to legal
obligations associated with the retirement of long-lived assets
that result from the acquisition, construction, development
and/or normal use of the asset. The Company has adopted the
provision of SFAS 143 in the quarter ended December 31, 2002.
Although the Company has significant mining assets, all
properties are mined by third parties who are contractually
responsible for the legal obligations associated with the
retirement of the mining properties. As property owner, the
Company is ultimately responsible for any obligations arising
from the retirement of the mining properties. However,
management has concluded that it is not probable that the
Company will incur liabilities associated with retirement of
the mines.
(3) Business Segments. The Company has identified two business
segments, each of which is managed separately along product
lines. The Company's operations are substantially in the
Southeastern and Mid-Atlantic 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,
2002 2001
Revenues:
Transportation $ 20,666 19,778
Real estate (a) 3,376 3,714
$ 24,042 23,492
Operating profit
Transportation $ 745 1,282
Real estate (a) 1,998 2,094
Corporate expenses (366) (353)
$ 2,377 3,023
Identifiable assets December 31, September 30,
2002 2002
Transportation $ 50,341 47,519
Real estate 113,301 105,850
Cash items 203 529
Unallocated corporate assets 3,767 1,565
$167,602 155,463
(a) The three months ended December 31, 2001 includes
revenues of $20,000 and an operating loss of $33,000 from
the sale of real estate.
(4) Long-Term debt. Long-term debt is summarized as follows (in
thousands):
December 31, September 30,
2002 2002
Revolving Credit,
Uncollateralized, payable
in 2004 $ 28,300 12,500
6.5% to 9.5% mortgage note
payable in installments
through 2020 35,800 36,101
64,100 48,601
Less portion due in one year 1,335 1,311
$62,765 47,290
(5) Agreement to Sell Real Estate. In February 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.
Closing is subject to a title search and surveys and may occur
within 45 days of the Company giving notice to FRI to close or,
subsequent to June 30, 2003 within 45 days of either party
giving notice to close. If FRI fails to close by December 31,
2003, at no fault of the Company, the Company may retain the
$100,000 binder deposit and be under no further obligation to
close. FRI has the right to terminate this Agreement prior to
receiving the Company's notice to close if there shall exist or
the consummation of the sale would cause a default in the
Credit Agreement among FRI and Wachovia Bank, et. al. 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
$7,772,000 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 2002
fiscal year.
(6) Repurchase of Company Stock. During the first quarter, the
Company repurchased and retired 111,300 shares of its common
stock for $2,485,000.
(7) 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 and
advice of legal counsel, none of these matters are expected to
have a materially adverse effect on the Company's consolidated
financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company's operations are influenced by a number of external
and internal factors. External factors include levels of
economic and industrial activity in the United States and the
Southeast, petroleum product usage in the Southeast which is
driven in part by tourism and commercial aviation, fuel costs,
driver availability and cost, construction activity, FRI's
sales from the Company's mining properties, interest rates and
demand for commercial warehouse space in the
Baltimore/Washington area. Internal factors include revenue
mix, capacity utilization, safety records, other revenue
factors, administrative costs, and construction costs of new
projects.
Financial results of the Company for any individual quarter are
not necessarily indicative of results to be expected for the
year.
First Quarter Operating Results
For the first quarter of Fiscal 2003, consolidated revenues
were $24,042,000, an increase of $550,000 or 2.3% over the same
quarter last year.
The transportation segment's revenues for the first quarter
increased $888,000 or 4.5% primarily as a result of a 3.9%
increase in revenue per mile in the first quarter 2003 over the
same quarter last year. Miles hauled were virtually unchanged
from last year as new business generated from the May 30, 2002
acquisition of the operating assets of Infinger Transportation,
Inc. (Infinger) more than compensated for the loss of a
significant customer in the fourth quarter of 2002 and a 5.3%
decline in miles hauled in our flatbed division due to lower
demand and driver shortages.
Real estate revenues decreased $338,000 or 9.1% for the first
quarter of 2003. Revenues from developed leased properties in
the Baltimore area increased $153,068 or 8.5%, primarily due to
a 7.5% increase in average leased square feet due to building
completions in Fiscal 2002 and minimal price increases. The
real estate group had no property sales during the first
quarter of 2003, compared to $20,000 in property sales in the
same quarter last year. Royalties from mining leases decreased
$464,000 or 31.8% primarily resulting from completion of mining
at two locations during the third quarter of 2002. These mines
accounted for approximately 33.8% of mined tons in the first
quarter of 2002.
Consolidated gross profit for the first quarter was $4,329,000,
a decrease of $738,000 or 14.6% compared to the same period
last year. Gross profit in the transportation segment decreased
$642,000 or 21.6% as a result of a 14.1% increase in
depreciation expense resulting primarily from the Infinger
asset additions as well as sharply higher expenses related to
risk and health insurance. Gross profit in the real estate
segment decreased $96,000 or 4.6% for the first quarter of 2003
due to decreased royalties from mining operations, partially
offset by increased gross profits from newly developed
commercial properties.
Selling, general and administrative expense decreased $67,000
or 3.3% for the first quarter compared to the same period last
year. Selling, general and administrative expense as a percent
of consolidated revenues excluding property sales was 8.2% as
compared to 8.7% last year.
Interest expense, net of capitalized interest, increased
$59,000 for the first quarter due to an increase in the average
debt outstanding. The provision for income taxes decreased
$297,000 for the first quarter as a result of the decrease in
income before income taxes. The provision for income taxes was
39% of income before income taxes in the first quarter of 2003
and 40% in the first quarter of 2002.
Net income was $938,000 or $.30 per diluted share for the first
quarter of fiscal 2003 compared to $1,346,000 or $.43 per
diluted share for the same quarter last year.
Summary and Outlook
Progress within the Company's real estate development business
continues to be encouraging. Demand appears to be continuing
for the Company's flexible office warehouse product. However,
completion of mining at two locations has reduced royalty
revenues and related income.
Excluding volume benefits from the Infinger acquisition,
quarter-over-quarter revenue miles for the Company's tank truck
business remain modestly lower. The loss of a major customer,
changes in tourism and air travel activity and associated
decreased demand for petroleum products are challenging.
Flatbed freight demand was slow in the quarter ended December
31, 2002 and remains tentative.
Future national and regional economic behavior will govern
growth prospects for both real estate and transportation.
Operating margins for U.S. domestic trucking will also continue
to be challenged by escalating health and liability insurance
expenses. Short-term margin pressures may also continue from
escalating diesel fuel costs.
Liquidity and Capital Resources
For the first three months of Fiscal 2003, additional
borrowings under the $37,000,000 revolving credit agreement
(Revolver) funded the Company's purchase of additional
property, plant and equipment of $13,025,000 and the repurchase
of Company stock for $2,485,000. At December 31, 2002,
$8,700,000 was available under the Revolver.
In January 2003, the Company obtained a $2,280,000 one-year
irrevocable Letter of Credit which will be automatically
extended for additional one-year periods unless notified not
less than thirty days before the expiration date. The Letter
of Credit will replace cash collateral with an insurance
company in a like amount which will be used to reduce the
outstanding balance under the Revolver.
As of December 31, 2002, the Company is committed to spend an
additional $3,303,000 to complete construction of a bulk
warehouse which is preleased to a tenant for 15 years.
Construction is expected to be completed by October 2003. These
expenditures will be financed in the interim from cash flows from
operating activities and funds available under the Revolver. The
Company has obtained a commitment for a first mortgage loan of
$8,500,000 to be secured by this building. The loan which is
subject to building completion and other normal conditions is for
a period of 15 years with level monthly payments of principal and
interest at 5.69%.
The Board of Directors has authorized Management to repurchase
shares of the Company's common stock from time to time as
opportunities arise. During the first quarter of Fiscal 2003, the
Company repurchased 111,300 shares for $2,485,000. In January
2003, an additional $2,500,000 was authorized giving the Company
approximately $3,600,000 available for the repurchase of the
Company's common stock.
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.
The Company continues to endeavor to maintain its 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
FRI, 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.
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. For additional
information see Note 5 of Notes to Condensed Consolidated
Financial Statements.
During Fiscal 2002, the transportation segment's ten largest
customers accounted for approximately 45.5% of the transportation
segment's revenue. The loss of one or more of any one of these
customers could have an adverse effect on the Company's revenue
and income. During the fourth quarter, the Company reported that
one of its ten largest customers indicated it is moving a
majority of the business it is currently doing with the Company
to other carriers. The Company estimates lost revenues from this
customer to be approximately 6% of the transportation segment's
revenues for Fiscal 2002. The loss of this revenue will have an
adverse effect on the Company's operating income, at least in the
short term. The Company anticipates this lost revenue will be
offset by revenues generated from the acquisition of the
operating assets of Infinger Transportation, Inc. which was
acquired by the Company on May 30, 2002.
The Company owns two parcels of undeveloped real estate in the
southeast quadrant of Washington D.C. on the banks of the
Anacostia River and has been working with the District of
Columbia Zoning Commission to obtain appropriate zoning for
development. In January 2003, the Zoning Commission voted to
reconsider the Company's request to submit a modified Planned
Unit Development proposal for their approval. For more
information on this property see Item 2 of the Company's Annual
Report on Form 10-K.
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 those 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, 2002 with respect to
this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of disclosure controls and procedures. As required by
Rule 13A-15 under the Exchange Act, within the 90 days prior to
the filing date of this report, the Company carried out an
evaluation of the effectiveness of the design and operation of
the Company's disclosure controls and procedures. This
evaluation was carried out under the supervision and with the
participation of the Company's management, including the
Company's President and Chief Executive Officer, Chief Financial
Officer and Chief Accounting Officer. Based upon that evaluation,
the Company's President and Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer have concluded
that the Company's disclosure controls and procedures are
effective in timely alerting them to material information
relating to the Company required to be included in the Company's
periodic SEC filings.
Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required
to be disclosed in Company reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange
Commission's rule and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in Company
reports filed under the Exchange Act is accumulated and
communicated to management, including the Company's Chief
Executive Officer, Chief Financial Officer and Chief Accounting
Officer as appropriate, to allow timely decisions regarding
required disclosures.
Changes in internal controls. There have been no changes in
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
See Note 7 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 18.
(b) Reports on Form 8-K. During the three months ended
December 31, 2002, no reports on 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.
January 30, 2003 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
GREGORY B. LECHWAR
Gregory B. Lechwar
Controller and Chief
Accounting Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER
AND CHIEF ACCOUNTING OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned individuals certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that this periodic report of Patriot Transportation Holding, Inc. on Form
10-Q for the quarter ended December 31, 2002 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and that the information contained in such periodic report on Form
10-Q fairly presents in all material respects the financial condition and
results of operations of 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
GREGORY B. LECHWAR
Gregory B. Lechwar
Controller and Chief
Accounting Officer
CERTIFICATIONS
I, John E. Anderson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Patriot Transportation
Holding, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: January 30, 2003 /s/John E. Anderson
President and Chief Executive
Officer
I, Ray M. Van Landingham, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Patriot Transportation
Holding, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: January 30, 2003 /s/Ray M. Van Landingham
Vice President, Finance and
Administration and Chief Financial
Officer
I, Gregory B. Lechwar, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Patriot Transportation
Holding, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: January 30, 2003 /s/Gregory B. Lechwar
Controller and Chief
Accounting Officer
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 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 Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary of State
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.
(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)(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. File No. 33-
26115.
(11) Computation of Earnings Per Common Share.
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