UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-26115
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.)
501 Riverside Ave. Ste 500, Jacksonville, Florida 32202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 904/396-5733
Securities registered pursuant to Section 12(b) of the Act:
Common Stock $.10 par value NASDAQ
Title of class Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes No X
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 by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer[ ] Accelerated filer[X]
Non-accelerated filer[ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes No X
The number of shares of the registrant's stock outstanding as of November
30, 2011 was 9,283,610. The aggregate market value of the shares of Common
Stock held by non-affiliates of the registrant as of March 31, 2011, the
last day of business of our most recently completed second fiscal quarter,
was $116,320,770. Solely for purposes of this calculation, the registrant
has assumed that all directors, officers and ten percent (10%) shareholders
of the Company are affiliates of the registrant.
Documents Incorporated by Reference
Portions of the Patriot Transportation Holding, Inc. 2011 Annual Report to
Shareholders are incorporated by reference in Parts I and II.
Portions of the Patriot Transportation Holding, Inc. Proxy Statement which
will be filed with the Securities and Exchange Commission not later than
December 31, 2011 are incorporated by reference in Part III.
Preliminary Note Regarding 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: freight demand for petroleum products
including recessionary and terrorist impacts on travel in the Company's
markets; levels of construction activity in the markets served by our mining
properties; fuel costs and the Company's ability to recover fuel surcharges;
accident severity and frequency; risk insurance markets; driver availability
and cost; the impact of future regulations regarding the transportation
industry; availability and terms of financing; competition; interest rates,
inflation and general economic conditions; demand for flexible warehouse/
office facilities in the Baltimore-Washington-Northern Virginia area; and
ability to obtain zoning and entitlements necessary for property
development. 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.
PART I
Item 1. BUSINESS.
Patriot Transportation Holding, Inc., which was incorporated in
Florida in 1988, and its subsidiaries (the "Company") are
engaged in the transportation and real estate businesses.
Our transportation business is conducted through Florida Rock &
Tank Lines, Inc. ("Tank Lines") which operates in the
Southeastern United States. Tank Lines hauls petroleum and
other liquids and dry bulk commodities by tank trailers.
The Company's real estate activities are conducted through two
wholly owned subsidiaries: Florida Rock Properties, Inc.
("Properties") and FRP Development Corp. ("Development").
The Company's real estate operations consist of two reportable
segments. The mining royalty land segment owns real estate
including construction aggregate royalty sites and parcels held
for investment. The developed property rentals segment acquires,
constructs, and leases office/warehouse buildings primarily in
the Baltimore/Northern Virginia/Washington area and holds real
estate for future development or related to its developments.
Substantially all of the real estate operations are conducted
within the Southeastern and Mid-Atlantic United States. Real
estate revenues in fiscal 2011 were divided approximately 81%
from rentals on developed properties and 19% from mining
royalties.
In filings prior to March 2010 the Company's real estate
operations were aggregated and reported as a single segment.
The prior filings additionally included results by division. In
connection with the new presentation of our real estate
operations as two reportable segments, two properties in
Washington, D.C. and two properties in Duval County, Florida
were reclassified out of the royalties and rent division and the
division was renamed the mining royalty land segment.
Historical results have been reclassified to conform to the new
segment presentation.
Transportation. The transportation segment primarily serves
customers in the petroleum industries in the Southeastern U.S.
During fiscal 2011, Tank Lines operated from terminals in
Jacksonville, Orlando, Panama City, Pensacola, Port Everglades,
Tampa and White Springs, Florida; Albany, Atlanta, Augusta,
Bainbridge, Columbus, Macon and Savannah, Georgia; Chattanooga,
Knoxville and Nashville, Tennessee; Birmingham and Montgomery,
Alabama; and Wilmington, North Carolina.
Tank Lines has from two to six major tank truck competitors in
each of its markets. Price, service, and location are the major
factors which affect competition in the transportation segment
within a given market.
During fiscal 2011, the transportation segment's ten largest
customers accounted for approximately 54.6% of the
transportation segment's revenue. One of these customers, Murphy
Oil Corporation, accounted for 19.8% of the transportation
segment's revenue. The loss of any one of these customers could
have a material adverse effect on the Company's revenues and
income.
During fiscal 2011, the transportation group purchased 47 new
tractors, 8 used tractors, and 20 trailers. In fiscal 2010 and
2009, the Company purchased 79 tractors and 7 trailers.
Our fiscal 2012 capital budget includes 49 new tractors and 24
new trailers including binding commitments to purchase 39
tractors and 14 trailers at September 30, 2011. Maintaining a
modern fleet has resulted in reduced maintenance expenses,
improved operating efficiencies and enhanced driver recruitment
and retention. At September 30, 2011, the Company owned and
operated a fleet of 415 trucks and 521 trailers plus 3
additional trucks that were being prepared for sale.
Mining Royalty Land. The mining royalty land segment owns and
seeks to acquire land with construction aggregates deposits, a
substantial portion of which is leased to Vulcan Materials
Company under long-term mining royalty agreements, whereby the
Company is paid a percentage of the revenues generated or annual
minimums. The segment also owns mining related land held for
future appreciation or development.
Developed Property Rentals. The developed property rentals
segment acquires, constructs, leases and manages land and
commercial buildings in the Baltimore/Northern
Virginia/Washington and Jacksonville, Florida area.
A significant part of our strategy has been to develop high
quality, flexible warehouse/office space. Average occupancy for
the fiscal year for buildings in service more than 12 months was
79.2%. At September 30, 2011, 79.8% of the total
warehouse/office portfolio of approximately 2.9 million square
feet was occupied.
Price, location, rental space availability, flexibility of
design, and property management services are the major factors
that affect competition in the flexible warehouse/office rental
market. The Company experiences considerable competition in all
of its markets.
Tenants of flexible warehouse/office properties are not
concentrated in any one particular industry.
Relationship with Vulcan Materials Company. The Company was
spun off from Florida Rock Industries, Inc. ("FRI") in 1986.
FRI merged with Vulcan Materials Company ("Vulcan") in November
2007. Nearly all of our mining properties are leased to Vulcan
under long-term mining leases entered into in the 1980s. We
haul diesel fuel and cement for the Florida Rock Division of
Vulcan. We also are a party to a joint venture agreement with
Vulcan to develop approximately 4,300 acres of property located
near Brooksville, Florida.
Vulcan accounted for approximately 16.3% of our real estate
revenues and 3.1% of our transportation revenues for fiscal
2011. On a consolidated basis, Vulcan accounted for 5.5% of our
fiscal 2011 revenues.
Segment Information. The Company operates in three reportable
segments: transportation, mining royalty land and developed
property rentals. Industry segment information is presented in
Note 10 to the consolidated financial statements included in the
accompanying 2011 Annual Report to Shareholders and is
incorporated herein by reference.
Environmental Matters. 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. Revised EPA regulations decrease the amount
of permitted air emissions that can be released by tractor
engines and affect tractors produced after the effective date of
the regulations. Compliance with these regulations has
increased the cost of our new tractors, increased repair
expense, and lowered fuel mileage. This will increase our
capital expenses and our operating expenses. The Company's
mining leases contain a provision making the lessee responsible
for reclamation of mining sites at least to the extent required
by law.
Seasonality. The Company's business is subject to limited
seasonality due to the cyclical nature of our customers'
businesses, with revenues generally declining slightly during
winter months.
Employees. The Company employed 776 people in its transportation
group, 16 people in its real estate group and 10 people in its
corporate offices at September 30, 2011.
Company Website. The Company's website may be accessed at
www.patriottrans.com. All of our filings with the Securities and
Exchange Commission can be accessed through our website promptly
after filing. This includes annual reports on Form 10-K, proxy
statements, quarterly reports on Form 10-Q, current reports
filed or furnished on Form 8-K and all related amendments.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age Office Position Since
John D. Baker II 63 Executive Chairman Oct. 1, 2010
Thompson S. Baker II 52 President & Chief Oct. 1, 2010
Executive Officer
David H.
deVilliers, Jr. 60 Vice President of the Feb. 28, 1994
Company and President
of the Company's Real
Estate Group
John D. Milton, Jr. 66 Exec. Vice President, June 16, 2008
Treasurer, Secretary
and Chief Financial
Officer
John D. Klopfenstein 48 Controller and Chief Feb. 16, 2005
Accounting Officer
Robert E. Sandlin 50 Vice President of the March 1, 2003
Company and President
of Florida Rock &
Tank Lines, Inc.
All of the above officers have been employed in their respective
positions for the past five years except as follows: John D.
Baker II served as President and Chief Executive Officer of the
Company from February 2008 to October 2010 and as President and
Chief Executive Officer of Florida Rock Industries, Inc. from
1996 to November 2007; Thompson S. Baker II served as the
President of the Florida Rock Division of Vulcan Materials
Company ("Vulcan") from November 2007 to September 2010 and as
President of the Aggregates Group of Florida Rock Industries,
Inc. from August 1991 to November 2007; and John D. Milton, Jr.
served as Executive Vice President and Chief Financial Officer
of Florida Rock Industries, Inc. from 2001 to November 2007.
John D. Baker II, who is the brother of Chairman Emeritus Edward
L. Baker, and Thompson S. Baker II, who is the son of Edward L.
Baker, are directors of the Company.
All executive officers of the Company are elected by the Board
of Directors annually and serve until their resignation or
removal.
On July 29, 2010, Thompson S. Baker II, a director of the
Company, accepted an offer to become President and CEO of the
Company, effective October 1, 2010. Upon Mr. Baker's
appointment, Mr. John D. Baker II, the then President and Chief
Executive Officer, became Executive Chairman of the Company and
Mr. Edward L. Baker became Chairman Emeritus. John D. Baker II,
Edward L. Baker and Thompson S. Baker II will continue to serve
as directors of the Company.
Item 1A. RISK FACTORS.
Our future results may be affected by a number of factors over
which we have little or no control. The following issues,
uncertainties, and risks, among others, should be considered in
evaluating our business and outlook. Also, note that additional
risks not currently identified or known to us could also
negatively impact our business or financial results.
We face significant uncertainty regarding the continued demand
for our transportation services during the current economic
climate.
The transportation segment produces approximately 81% of our
gross revenues and 56% of our operating profit. The current
economic climate could adversely affect the demand for our
transportation services. These adverse economic conditions may
result in reductions in our revenue, increased price competition
and increased operating costs, which could have an adverse
effect on our business, results of operation and financial
condition.
We would be adversely affected by a decline in demand for
hauling ethanol.
In addition to other products, our tank lines subsidiary hauls
ethanol which is blended with other petroleum products. The
ethanol industry is highly dependent upon federal and state
legislation and changes in such legislation could adversely
affect the demand for ethanol products and the resulting demand
for our transportation services. In addition, we would be
adversely affected by the future construction of pipelines to
transport ethanol, which also would reduce demand for our
transportation services.
We would be adversely affected by a decline in gasoline and
diesel fuel consumption.
In addition to other products, our tank lines subsidiary hauls
gasoline and diesel. Our results would be adversely affected by
a demand for gasoline and diesel fuel. The market demand for
these products could be affected by increase in oil prices,
government regulation, improved vehicle fuel efficiency,
consumer preferences toward alternative fueled vehicles and
technological advances.
Our operating results may be adversely impacted by volatility in
fuel costs or by fuel shortages.
The crude oil and petroleum products markets are extremely
volatile. Fuel prices are affected by a number of economic and
political factors, including general political conditions, acts
of war or terrorism, political instability in oil producing
regions and capacity at United States oil refineries. Our
operating results are impacted by our ability to recover fuel
surcharges from customers. In light of the volatility of fuel
prices, it may be difficult for us to recover fuel surcharges
from customers at levels that will allow us to maintain current
levels of profitability. In addition, increased fuel prices
reduce consumer demand for the petroleum products hauled by our
tank lines subsidiary, adversely impacting revenues. Our
operations may also be adversely affected by any limit on the
availability of fuel.
Our business may be adversely affected by seasonal factors and
harsh weather conditions.
Our business is subject to seasonal trends common in the refined
petroleum products delivery industry. We typically face
increased demand for fuels delivery services in Florida during
the spring months. Our real estate group is adversely affected
by reduced construction activity during periods of inclement
weather. These factors can cause our operating results to
fluctuate from quarter to quarter. An occurrence of unusually
harsh or long-lasting inclement weather such as hurricanes,
tornadoes and heavy snowfalls could have an adverse effect on
our operations and profitability.
Our revenues depend in part on construction sector activity
levels, which tend to be cyclical.
Our real estate group receives part of its revenues from
royalties on construction aggregates mined on our properties.
Thus, our results depend in part on residential, commercial and
infrastructure construction activity and spending levels. The
construction industry in our markets tends to be cyclical.
Construction activity and spending levels vary across our
markets and are influenced by interest rates, inflation,
consumer spending habits, demographic shifts, environmental laws
and regulations, employment levels and the availability of funds
for public infrastructure projects. Economic downturns may lead
to recessions in the construction industry, either in individual
markets or nationally.
We face difficulty in recruiting and retaining qualified
drivers.
In some years the transportation industry has had difficulty
attracting and retaining qualified drivers (including
independent contractors), and competition for drivers sometimes
can be intense. To compete for drivers, we may be forced to
increase driver compensation. We cannot be certain that we
could pass along the increased compensation costs to our
customers. If we are unable to continue to attract drivers and
contract with independent contractors, we could be required to
suffer downtime and lost revenue miles.
New tractors are more expensive.
New tractors are more expensive, primarily due to higher
commodity prices, better pricing power among equipment
manufacturers, and government regulations applicable to newly
manufactured tractors and diesel engines. Revised EPA
regulations decrease the amount of permitted air emissions that
can be released by tractor engines and affect tractors produced
after the effective date of the regulations. Compliance with
these regulations increased the cost of our new tractors,
increased repair expense and lowered fuel mileage. This will
increase our capital expenses and our operating expenses. These
adverse effects combined with the uncertainty as to the
reliability of the vehicles equipped with the newly designed
diesel engines and the residual values that will be realized
from the disposition of these vehicles could increase our costs
or otherwise adversely affect our business or operations.
We have significant ongoing capital requirements.
Our transportation business requires substantial ongoing capital
investment, particularly for tractors, trailers, terminals and
technology. For the past few years, we have depended on cash
from operations and our credit facilities to fund our revenue
equipment. We expect to continue to pay for projected capital
expenditures with cash flows from operations and borrowings
under our line of credit. If we are unable to generate
sufficient cash from operations and obtain financing on
favorable terms in the future, we may have to limit our growth,
enter into less favorable financing arrangements, or operate our
revenue equipment for longer periods, any of which could have a
material adverse effect on our profitability.
The loss of one of our major transportation customers could have
a materially adverse effect on our business.
A significant portion of our transportation revenue is generated
from our major customers. For 2011, our top 10 customers, based
on revenue, accounted for approximately 54.6% of our
transportation segment's revenue and one customer accounted for
19.8% of the segment's revenue. A reduction in or termination
of our services by one or more of our major customers could have
a materially adverse effect on our business and operating
results.
The trucking industry is extremely competitive and fragmented.
The trucking industry is extremely competitive and fragmented.
No single truckload carrier has a significant market share. We
compete with many other truckload carriers of varying sizes,
customers' private fleets, and, to a lesser extent, with
railroads which may limit our growth opportunities and reduce
profitability. Some of our competitors periodically reduce their
freight rates to gain business, especially during times of
reduced growth rates in the economy, which may limit our ability
to maintain or increase freight rates or maintain our profit
margins. Many customers reduce the number of carriers they use
by selecting so-called "core carriers" as approved
transportation service providers, and in some instances we may
not be selected. Historically, competition has created downward
pressure on the truckload industry's pricing structure.
Our operations are subject to various environmental laws and
regulations, the violation of which could result in substantial
fines or penalties.
We are subject to various environmental laws and regulations
dealing with the handling of hazardous materials, fuel storage
tanks, air emissions from our vehicles and facilities, and
engine idling. Our operations involve the risks of fuel
spillage or seepage, environmental damage, and hazardous waste
disposal, among others. We also maintain bulk fuel storage and
fuel islands at several of our facilities. Although we have
instituted programs to monitor and control environmental risks
and promote compliance with applicable environmental laws and
regulations, the failure to comply with applicable laws or
regulations could subject us to liabilities, including
substantial fines or penalties or civil and criminal liability,
that could have a materially adverse effect on our business and
operating results.
Uninsured losses could significantly reduce our earnings.
We self-insure for a portion of our claims exposure resulting
from workers' compensation, auto liability, general liability,
cargo and property damage claims, as well as employees' health
insurance. We also are responsible for our legal expenses
relating to such claims. We maintain insurance above the
amounts for which we self-insure with licensed insurance
carriers. Although we believe the aggregate insurance limits
should be sufficient to cover reasonably expected claims, it is
possible that one or more claims could exceed our aggregate
coverage limits. Also, there are some types of losses such as
from hurricanes, terrorism, wars, or earthquakes where insurance
is limited and/or not economically justifiable. If an uninsured
loss occurs, we could lose both the invested capital and
anticipated revenues. We accrue currently for estimated
incurred losses and expenses. We periodically evaluate and
adjust our claims accrued liability to reflect our experience.
However, ultimate results may differ from our estimates, which
could result in losses over our accrued amounts.
Rising insurance costs could significantly reduce our earnings.
Insurance carriers sometimes raise premiums for many
businesses, including trucking companies. As a result, our
insurance and claims expense could increase, or we could raise
our self-insured retention when our policies are renewed. If we
are unable to pass along this cost increase to customers, our
earnings may be significantly reduced.
Compliance with new or future transportation regulations may
significantly reduce earnings.
Our transportation operations are regulated and licensed by
various U.S. agencies. While the costs of compliance with
existing regulations generally is reflected in our prior
results, new regulations (such as the new tractor air emissions
regulations) and future laws and regulations may be more
stringent and require changes in our operating practices,
influence the demand for transportation services, or require us
to incur significant additional costs. Higher costs incurred by
us could adversely affect our results of operations.
We may be unable to renew leases or relet space as leases
expire.
When a lease expires, a tenant may elect not to renew it. We
may not be able to relet the property on similar terms. The
terms of renewal or re-lease (including the cost of required
renovations and/or concessions to tenants) may be less favorable
than the prior lease. If we are unable to relet all or a
substantial portion of our properties, or if the rental rates
upon such reletting are significantly lower than expected rates,
our cash generated before debt repayments and capital
expenditures may be adversely affected. As of September 30,
2011, leases at our properties representing approximately 13%,
12% and 6% of the total square footage of buildings completed
prior to September 2011 were scheduled to expire in fiscal year
2012, 2013 and 2014, respectively.
We may be unable to lease currently vacant space.
Vacant space totals 18% in our business parks and only a small
portion of that has leases signed for future occupancy. If we
are unable to obtain leases sufficient to cover carrying costs
then our cash flows may continue to be adversely affected.
The bankruptcy or insolvency of significant tenants with long-
term leases may adversely affect income produced by our
properties.
We have nine buildings in our business parks that are single-
tenant occupied representing 37% of developed property rentals
under long-term leases. We have ten other tenants with leases
in excess of five years. Should tenants default on their
obligations, our cash flow would be adversely affected and we
may not be able to find another tenant to occupy the space under
similar terms or have to make expenditures to retrofit and/or
divide the space. In addition we may have to incur a non-cash
expense for a significant amount of deferred rent revenue
generated from the accounting requirement to straight-line
rental revenues. The bankruptcy or insolvency of a major tenant
may also adversely affect the income produced by a property. If
any of our tenants becomes a debtor in a case under the U.S.
Bankruptcy Code, we cannot evict that tenant solely because of
its bankruptcy. The bankruptcy court may authorize the tenant
to reject and terminate its lease with us. Our claim against
such a tenant for unpaid future rent would be subject to a
statutory limitation that might be substantially less than the
remaining rent actually owed to us under the tenant's lease.
Any shortfall in rent payments could adversely affect our cash
flow.
A decline in the economic conditions in Baltimore-Washington-
Northern Virginia area could adversely affect our business.
Nearly all of our office/warehouse properties are located in the
Baltimore-Washington-Northern Virginia area. As a result of our
geographic concentration, we depend upon the local conditions in
these markets, including local real estate conditions. We are,
therefore, subject to increased exposure (positive or negative)
to economic and other competitive factors specific to markets in
confined geographic areas. Our operations may also be affected
if too many competing properties are built in these markets. An
economic downturn in these markets could adversely affect our
operation. We cannot assure you that these markets will
continue to grow or will continue to provide favorable demand
for our office/warehouse product.
Our inability to obtain necessary approvals for property
development could adversely affect our profitability.
We may be unable to obtain, or incur delays in obtaining,
necessary zoning, land-use, building, occupancy and other
required governmental permits and authorizations, which could
result in increased costs or abandonment of these projects.
Before we can develop a property, we must obtain a variety of
approvals from local and state governments with respect to such
matters as zoning, density, parking, subdivision, site planning
and environmental issues. Legislation could impose moratoriums
on new real estate development and/or land-use conversions from
mining to development. These factors may reduce our profit or
growth and may limit the value of these properties.
Real estate investments are not as liquid as other types of
assets.
The illiquid nature of real estate investments may limit our
ability to react promptly to changes in economic or other
conditions. In addition, significant expenditures associated
with real estate investments, such as mortgage payments, real
estate taxes and maintenance costs, are generally not reduced
when circumstances cause a reduction in income from the
investments. Thus, the illiquid nature of our real estate
investments could adversely affect our profitability under
certain economic conditions.
Our debt service obligations may have adverse consequences on
our business operations.
We use debt to finance our operations, including acquisitions of
properties. Our use of debt may have adverse consequences,
including the following:
* Our cash flows from operations may not be sufficient
to meet required payments of principal and interest.
* We may be forced to dispose of one or more of our
properties, possibly on disadvantageous terms, to make
payments on our debt.
* We may default on our debt obligations, and the
lenders may foreclose on our properties that
collateralize those loans.
* A foreclosure on one of our properties could create
taxable income without any accompanying cash proceeds
to pay the tax.
* A default under a mortgage loan that has cross default
provisions may cause us to automatically default on
another loan.
* We may not be able to refinance or extend our existing
debt.
* The terms of any refinancing or extension may not be
as favorable as the terms of our existing debt.
* We may not be able to issue debt on unencumbered
properties under reasonable terms to finance growth of
our portfolio of properties.
* We may be subject to a significant increase in the
variable interest rates on our unsecured line of
credit or unsecured term loan, which could adversely
impact our operations.
* Our debt agreements have yield maintenance
requirements that result in a penalty if we prepay
loans.
As of September 30, 2011, we had outstanding non-recourse
mortgage indebtedness of $67,272,000, secured by developed real
estate properties having a carrying value of $76,595,000.
Our uncollateralized revolving credit agreement restricts our
ability to engage in some business activities.
Our uncollateralized revolving credit agreement contains
customary negative covenants and other financial and operating
covenants that, among other things:
* restricts our ability to incur certain additional
indebtedness;
* restricts our ability to make certain investments;
* restricts our ability to merge with another company;
* restricts our ability to pay dividends;
* requires us to maintain financial coverage ratios; and
* requires us to not encumber certain assets except as
approved by the lenders.
These restrictions could cause us to default on our unsecured
line of credit or negatively affect our operations.
Our real estate segment faces competition from numerous sources.
As a developer of flexible warehouse/office space, we compete
with numerous developers, owners and operators of real estate,
many of which own properties similar to ours in the same
submarkets in which our properties are located. If our
competitors offer space at rental rates below current market
rates, or below the rental rates we currently charge our
tenants, we may lose potential tenants and we may be pressured
to reduce our rental rates below those we currently charge in
order to retain tenants when our tenants' leases expire. As a
result, our financial condition, results of operations, cash
flow and ability to satisfy our debt service obligations could
be materially adversely affected.
Construction costs may be higher than anticipated.
Our long-term business plan includes a number of construction
projects. The construction costs of these projects may exceed
original estimates and possibly make the completion of a
property uneconomical. Building material commodity shortages,
construction delays/stoppages and/or rapidly escalating
construction costs may out-pace market rents, adversely
affecting profits. The market environment and existing lease
commitments may not allow us to raise rents to cover these
higher costs.
Certain shareholders have effective control of nearly a majority
of our common stock and likely will control the outcome of any
shareholder vote.
As of November 10, 2011, three of our directors, Edward L.
Baker, John D. Baker II and Thompson S. Baker II, beneficially
own approximately 20.8% of the outstanding shares of our common
stock and certain of their family members beneficially own an
additional 12.4%. As a result, these individuals effectively may
have the ability to direct the election of all members of our
Board of Directors and to exercise a controlling influence over
our business and affairs, including any determinations with
respect to mergers or other business combinations involving us,
our acquisition or disposition of assets, our borrowing of
monies, our issuance of any additional securities, our
repurchase of common stock and our payment of dividends.
Our charter and bylaws contain provisions that may hinder a
takeover or negatively affect our stock price.
Our articles of incorporation and bylaws contain several
provisions that may make it more difficult and expensive for a
third party to acquire control of us without the approval of our
board of directors. Our articles of incorporation and bylaws
contain provisions dividing our board of directors into four
classes of directors serving four-year terms and providing that
directors may only be removed for cause. Our articles of
incorporation also provide that our shareholders can take action
only at a duly called annual or special meeting of shareholders
and require a supermajority vote to approve certain matters. In
addition, our board of directors is authorized to issue
additional shares of common stock or preferred stock and to
determine the rights and preferences of any shares of preferred
stock to be issued.
Our cash and cash equivalents at times exceed FDIC insurance
limits exposing us to possible losses.
In the current financial climate, the Company is monitoring the
financial stability of its lending banks as well as its
depository institutions. At present the Company does not
foresee the necessity for changing any of these relationships
but will continue to monitor conditions particularly with
respect to the depository for its liquid funds. The Company
places its cash and cash equivalents with high credit quality
institutions. At times such amounts may exceed FDIC insurance
limits.
Item 2. PROPERTIES.
Transportation Segment Properties. The Company has 20 sites for
its trucking terminals in Alabama, Florida, Georgia, North
Carolina, and Tennessee. The Company owns 15 of these sites and
leases 5.
Mining Royalty Land Segment Construction Aggregates Properties.
The following table summarizes the Company's construction
aggregates locations and estimated reserves at September 30,
2011, a substantial portion of which are leased to Vulcan.
Tons of
Tons Sold Estimated
in Year Reserves
Ended at
9/30/11 9/30/11 Approximate
(000's) (000's) Acres Owned
The Company owns seven
locations currently being
mined in Grandin, Keuka,
Newberry, Florida; Columbus,
Macon, and Tyrone, Georgia;
and Manassas, Virginia. 5,252 346,348 10,423
The Company owns six locations
not currently being mined in
Ft. Myers, Airgrove/
Lake County(temporary),
Marion County, Astatula/Lake
County, Florida; and
Forest Park, Georgia. - 73,030 3,575
These figures exclude Brooksville, Florida as the property was
transferred October 4, 2006 to a joint venture with Vulcan for
development. Brooksville tons sold in fiscal 2011 were 351,000
and estimated reserves were 6,077,000 at September 30, 2011.
The Ft. Myers residential property in Lee County, Florida is
part of a 1,993 acre site under a long-term mining lease to
Vulcan. In June, 2010 the Company entered into a letter
agreement with Vulcan Materials Company that required
modifications to the existing mining lease on our property, such
that the mining will be accelerated and the mining plan will be
revised to accommodate future construction of up to 105
residential dwelling units around the mined lakes. In return the
Company agreed to grant Lee County a right of way for a road and
to place a conservation easement on part of the property.
Mining Royalty Land Segment Brooksville Joint Venture. On
October 4, 2006, a subsidiary of the Company (FRP) entered into
a Joint Venture Agreement with Vulcan Materials Company
(formerly Florida Rock Industries, Inc.) to form Brooksville
Quarry, LLC, a real estate joint venture to develop
approximately 4,300 acres of land near Brooksville, Florida. In
April 2011, the Florida Department of Community Affairs issued
its Final Order approving the development of the Project. Prior
to commencing development of the Project the property will need
to be rezoned consistent with the approved entitlements.
Mining Royalty Land Segment Other Properties. The segment owns
2,207 acres of investment properties in Gulf Hammock,
Brooksville, Palatka, and Polk County, Florida and Yatesville
and Henderson, Georgia.
Developed Properties Rentals Segment. At September 30, 2011
certain developed real estate properties having a carrying value
of $76,595,000 were pledged on long-term non-recourse notes with
an outstanding principal balance totaling $67,272,000. At
September 30, 2011, the Company owned 313 acres in 13 developed
parcels of land all but one of which are in the Mid-Atlantic
region of the United States as follows:
1) Hillside Business Park in Anne Arundel County, Maryland
consists of 49 usable acres. Five warehouse/office buildings
totaling 567,473 square feet exist on the property and are 93%
occupied. An agreement to lease 32,700 square feet commenced in
November 2011 and increased the occupancy to 99%.
2) Lakeside Business Park in Harford County, Maryland consists
of 84 usable acres. Nine warehouse/office buildings totaling
893,722 square feet exist on 70 of these acres and are 84%
occupied. An agreement to lease 30,269 square feet commenced in
November 2011 and increased the occupancy to 87%. The remaining
14 acres are available for future development and have the
potential to offer an additional 210,230 square feet of
comparable product.
3) 6920 Tudsbury Road in Baltimore County, Maryland contains 5.3
acres with 86,100 square feet of warehouse/office space that is
100% leased to a single tenant.
4) 8620 Dorsey Run Road in Howard County, Maryland contains 5.8
acres with 85,100 square feet of warehouse/office space that is
100% leased.
5) Rossville Business Center in Baltimore County, Maryland
contains approximately 10 acres with 190,517 square feet of
warehouse/office space and is 100% leased.
6) 34 Loveton Circle in suburban Baltimore County, Maryland
contains 8.5 acres with 33,708 square feet of office space,
which is 40% leased including 21% of the space occupied by the
Company.
7) Oregon Business Center in Anne Arundel County, Maryland
contains approximately 17 acres with 195,615 square feet of
warehouse/office space, which is 62% occupied. An agreement to
lease 12,240 square feet commenced in October 2011 which
increased the occupancy to 68%.
8) Arundel Business Center in Howard County, Maryland contains
approximately 11 acres with 162,796 square feet of
warehouse/office space, which is 93% leased.
9) 100-400 Interchange Boulevard in New Castle County, Delaware
contains approximately 17 acres with 303,006 square feet of
warehouse/office space, which is 35% leased. Chrysler and
General Motors plant closings have reduced demand for space in
this market. The remaining 8.8 acres are available for future
development and have the potential to offer an additional 93,600
square feet of comparable product.
10) 1187 Azalea Garden Road in Norfolk, Virginia contains
approximately 12 acres with 188,093 square feet of
warehouse/office space, which is 100% leased.
11) Windlass Run Business Park in Baltimore County, Maryland
contains 69,474 square feet of warehouse/office space completed
September 30, 2008 that is currently 13% occupied. This
building is contained within a larger parcel containing
approximately 42 acres which when complete is estimated to
include 519,824 square feet of total build-out.
12) 155 E. 21st Street in Duval County, Florida contains
approximately 6 acres with 68,757 square feet of office space
which is 100% leased to Vulcan.
13) Hollander 95 Business Park in Baltimore City, Maryland was
purchased on October 22, 2010 and contains 82,800 square feet of
warehouse/office space which is 47% leased. An additional 42
acres of partially developed land is available with the
potential to offer 490,000 square feet of warehouse, office,
hotel and flex buildings.
Developed Property Rentals Segment Future Planned Developments.
At September 30, 2011 the Company owned the following future
development parcels:
1) Windlass Run Residential (previously Bird River), located in
southeastern Baltimore County, Maryland, is a 121 acre tract of
land adjacent to and west of our Windlass Run Business Park.
The property was rezoned in September 2007 to allow for
additional density and plans are being pursued to obtain an
appropriate product mix. In July 2008, the Company entered into
an agreement to sell the property at a purchase price of
$25,075,000 and closing was scheduled to occur in the first
quarter of calendar 2012. The purchaser had placed non-
refundable deposits of $1,000,000 under this contract in escrow.
Preliminary approval for the development as originally
contemplated was previously received and the time for any
appeals from that approval has expired. In October 2011 the
purchaser terminated its agreement to purchase the property and
released the $1,000,000 escrow deposit to the company's
subsidiary, FRP Bird River, LLC. along with all permits,
engineering work, plans and other development work product with
regards to the property. The Company intends to continue to
complete the entitlement process for this parcel of land for
residential development and will market it appropriately as the
demand for residential property in this area improves in the
future.
2) Patriot Business Park, located in Prince William County,
Virginia, is a 73 acre tract of land which is immediately
adjacent to the Prince William Parkway, which provides access to
I-66. The Company plans to develop and lease approximately
733,650 square feet of warehouse/office buildings on the
property. Land development efforts commenced in the summer of
2008 but were placed on hold in April 2009.
3) Anacostia River. The Company owns a 5.8 acre parcel of
undeveloped real estate in Washington D.C. that fronts the
Anacostia River and is adjacent to the Washington Nationals
Baseball Park. The parcel was leased to a subsidiary of Vulcan
Materials Company on a month-to-month basis through August 2011.
In September 2011 Vulcan commenced a long term lease for a
Company owned 2.1 acre tract which is nearby on the same bank of
the Anacostia River. The approved planned unit development
permits the Company to develop a four building, mixed use
project, containing approximately 545,800 square feet of office
and retail space and approximately 569,600 square feet of
additional space for residential and hotel uses. The approved
development would include numerous publicly accessible open
spaces and a waterfront esplanade along the Anacostia River. In
November 2009, the Company received a two-year extension for
commencement of this project, moving the construction
commencement date to June 2013. The Company sought this
extension because of negative current market indications.
In July 2011 the Company executed a Letter of Intent with
MidAtlantic Realty Partners, LLC. ("MRP") for the formation of a
joint venture to develop the first phase of the four-phase
Master Development known as RiverFront on the Anacostia in
Washington, D.C. adjacent to the Washington Nationals baseball
stadium. Under the terms of the Letter of Intent the parties
have agreed to seek a modification from the District of Columbia
authorities to the existing approved plan for the Master
Development to change phase I from an office building to
residential apartments. The Letter of Intent contemplates the
parties will enter into a formal joint venture agreement wherein
the Company will contribute the land comprising phase I to the
joint venture in return for a seventy percent (70%) interest in
the venture. MRP will contribute capital in the amount
necessary for the venture to qualify for a nonrecourse loan for
the balance of the estimated construction costs (this MRP
contribution is currently estimated to be in the approximate
amount of $4,500,000). At this point the Letter of Intent
contemplates commencement of construction in the spring of 2013
with lease up scheduled between September of 2014 and July of
2015. The Letter of Intent further contemplates additional
incentive promotional returns to MRP but only after FRP and MRP
have received a stipulated cumulative return on their
contributed capital. The Letter of Intent contemplates no
commitments or obligations between the parties with respect to
Phases II, III and IV of the Master Development Plan.
Negotiations are ongoing with MRP with regard to the final
governing documents for the joint venture project.
4) Commonwealth Avenue in Jacksonville, Florida is a 50 acre
site near the western beltway of Interstate-295 capable of
supporting approximately 500,000 square feet of warehouse/office
build-out.
5) Leister property in Hampstead, Carroll County, Maryland is a
117 acre parcel located adjacent to State Route 30 bypass. The
parcel was acquired for future commercial development and is
projected to contain 900,000 square feet of space when complete.
This parcel is currently in a predevelopment planning stage.
Item 3. LEGAL PROCEEDINGS.
Note 12 to the Consolidated Financial Statements included in the
accompanying 2011 Annual Report to Shareholders is incorporated
herein by reference.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No reportable events.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.
There were approximately 497 holders of record of Patriot
Transportation Holding, Inc. common stock, $.10 par value, as of
September 30, 2011. The Company's common stock is traded on the
Nasdaq Stock Market (Symbol PATR). Information concerning stock
prices is included under the caption "Quarterly Results" on page
6 of the Company's 2011 Annual Report to Shareholders, and such
information is incorporated herein by reference. The Company
has not paid a cash dividend in the past and it is the present
policy of the Board of Directors not to pay cash dividends.
Information concerning restrictions on the payment of cash
dividends is included in Note 3 to the consolidated financial
statements included in the accompanying 2011 Annual Report to
Shareholders and such information is incorporated herein by
reference. Information regarding securities authorized for
issuance under equity compensation plans is included in Item 12
of Part III of this Annual Report on Form 10-K and such
information is incorporated herein by reference.
Purchases of Equity Securities by the Issuer and Affiliated
Purchasers
(c)
Total
Number of
Shares (d)
Purchased Approximate
(a) As Part of Dollar Value of
Total (b) Publicly Shares that May
Number of Average Announced Yet Be Purchased
Shares Price Paid Plans or Under the Plans
Period Purchased per Share Programs or Programs (1)
July 1
through
July 31 0 $ 0 0 $ 4,480,000
August 1
through
August 31 0 $ 0 0 $ 4,480,000
September 1
through
September 30 12,600 $ 19.82 12,600 $ 4,230,000
Total 12,600 $ 19.82 12,600
(1) In December, 2003, the Board of Directors authorized
management to expend up to $6,000,000 to repurchase shares of
the Company's common stock from time to time as opportunities
arise. On February 19, 2008, the Board of Directors authorized
management to expend up to an additional $5,000,000 to
repurchase shares of the Company's common stock from time to
time as opportunities arise.
Item 6. SELECTED FINANCIAL DATA.
Information required in response to this Item 6 is included
under the caption "Five Year Summary" on page 6 of the Company's
2011 Annual Report to Shareholders and such information is
incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
Information required in response to Item 7 is included under the
caption "Management's Discussion and Analysis of Financial
Condition and Results of Operation" on pages 7 through 13 of the
Company's 2011 Annual Report to Shareholders and such
information is incorporated herein by reference.
Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
The Company is exposed to market risk from changes in interest
rates. For its cash and cash equivalents, a change in interest
rates affects the amount of interest income that can be earned.
The Company prepared a sensitivity analysis of its cash and
cash equivalents to determine the impact of hypothetical changes
in interest rates on the Company's results of operations and
cash flows. The interest-rate analysis assumed a 50 basis point
adverse change in interest rates on all cash and cash
equivalents. However, the interest-rate analysis did not
consider the effects of the reduced level of economic activity
that could exist in such an environment. Based on this
analysis, management has concluded that a 50 basis point adverse
move in interest rates on the Company's cash and cash
equivalents would have an immaterial impact on the Company's
results of operations and cash flows.
For its debt instruments with variable interest rates, changes
in interest rates affect the amount of interest expense
incurred. The Company did not have any variable rate debt
outstanding at September 30, 2011. The following table provides
information about the Company's long-term debt (dollars in
thousands):
There Fair
Liabilities: 2012 2013 2014 2015 2016 after Total Value
Scheduled
maturities of
long-term debt:
Fixed Rate $ 4,902 $5,239 $5,308 $5,379 $5,516 $40,928 $67,272 $70,386
Average
interest rate 6.3% 6.3% 6.3% 6.2% 6.2% 6.2%
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required in response to this Item 8 is included
under the caption "Quarterly Results" on page 6 and on pages 14
through 26 of the Company's 2011 Annual Report to Shareholders.
Such information is incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
Item 9A. CONTROLS AND PROCEDURES.
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS
AND PROCEDURES
Under the supervision and with the participation of our
management, including our principal executive officer, principal
financial officer and chief accounting officer, we conducted an
evaluation of our disclosure controls and procedures, as such
terms is defined under Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Based on this evaluation, our principal executive
officer, our principal financial officer and our chief
accounting officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by
this Annual Report.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term
is defined in Exchange Act Rule 13a-15(f). Under the
supervision and with the participation of our management,
including our principal executive officer and principal
financial officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting
based on the framework in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on our evaluation under the
framework in Internal Control-Integrated Framework, our
management concluded that our internal control over financial
reporting was effective as of September 30, 2011.
Hancock Askew & Co., LLP, the independent registered certified
public accounting firm that audited the consolidated financial
statements included in this Annual Report on Form 10-K, has also
audited the effectiveness of our internal control over financial
reporting as of September 30, 2011, as stated in their report
which appears in Item 8.
CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the fourth quarter of 2011, there were no changes in our
internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, our
internal control over financial reporting, including any
corrective actions with regards to material weaknesses.
INHERENT LIMITATIONS OVER INTERNAL CONTROLS
Our internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of consolidated
financial statements for external purposes in accordance with
generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures
that:
i. pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets;
ii. provide reasonable assurance that transactions are
recorded as necessary to permit preparation of
consolidated financial statements in accordance with
generally accepted accounting principles, and that our
receipts and expenditures are being made only in
accordance with authorizations of our management and
directors; and
iii. provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material
effect on the consolidated financial statements.
Internal control over financial reporting cannot provide
absolute assurance of achieving financial reporting objectives
because of its inherent limitations, including the possibility
of human error and circumvention by collusion or overriding of
controls. Accordingly, even an effective internal control system
may not prevent or detect material misstatements on a timely
basis. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree
of compliance with the policies or procedures may deteriorate.
ITEM 9B. OTHER INFORMATION.
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding the Company's executive officers is set
forth under the caption "Executive Officers of the Registrant" in
Part I of this Form 10-K. Information concerning directors
(including the disclosure regarding audit committee financial
experts), required in response to this Item 10, is included
under the captions "Election of Directors", "Board Leadership
Structure and Committee Membership - Audit Committee" and
"Section 16(a) Beneficial Ownership Reporting Compliance" in the
Company's Proxy Statement and such information is incorporated
herein by reference. The Proxy Statement will be filed with the
Securities and Exchange Commission not later than December 31,
2011.
The Company has adopted a Financial Code of Ethical Conduct
applicable to its principal executive officers, principal
financial officers and principal accounting officers. A copy of
this Financial Code of Ethical Conduct is filed as Exhibit 14 to
this Form 10-K. The Financial Code of Ethical Conduct is
available on our web site at www.patriottrans.com under the
heading Corporate Governance.
Item 11. EXECUTIVE COMPENSATION.
Information required in response to this Item 11 is included
under the captions "Executive Compensation," "Compensation
Committee Report," "Board Leadership Structure and Committee
Membership - Compensation Committee," and "Shareholder Return
Performance" in the Company's Proxy Statement and such
information is incorporated herein by reference. The Proxy
Statement will be filed with the Securities and Exchange
Commission not later than December 31, 2011.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Information required in response to this Item 12 is included
under the captions "Common Stock Ownership of Certain Beneficial
Owners" and "Common Stock Ownership by Directors and Executive
Officers" in the Company's Proxy Statement and such information
is incorporated herein by reference. The Proxy Statement will
be filed with the Securities and Exchange Commission not later
than December 31, 2011.
Equity Compensation Plan Information
Number of
Securities
remaining
available
for
Number of future
Securities Weighted issuance
to be Average under equity
issued upon exercise compensation
exercise of price of plans
outstanding outstanding (excluding
options, options, securities
warrants warrants reflected in
and rights and rights column (a))
Plan Category (a) (b) (c)
Equity compensation
plans approved by
security holders 606,025 $14.96 647,250
Equity compensation
plans not approved
by security holders 0 0 0
Total 606,025 $14.96 647,250
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required in response to this Item 13 is included
under the caption "Related Party Transactions" in the Company's
Proxy Statement and such information is incorporated herein by
reference. The Proxy Statement will be filed with the Securities
and Exchange Commission not later than December 31, 2011.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Information required in response to this Item 14 is included
under the captions "Independent Auditor" and "Ratification of
Independent Registered Certified Public Accounting Firm" in the
Company's Proxy Statement and such information is incorporated
herein by reference. The Proxy Statement will be filed with the
Securities and Exchange Commission not later than December 31,
2011.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) (1) and (2) Financial Statements and Financial Statement
Schedules.
The response to this item is submitted as a separate
section. See Index to Financial Statements and Financial
Statement Schedules on page 29 of this Form 10-K.
(3) Exhibits.
The response to this item is submitted as a separate
section. See Exhibit Index on pages 26 through 28 of
this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Patriot Transportation Holding, Inc.
Date: December 7, 2011 By THOMPSON S. BAKER II
Thompson S. Baker II
President and Chief Executive
Officer (Principal Executive Officer)
By JOHN D. MILTON, JR.
John D. Milton, Jr.
Executive Vice President, Treasurer,
Secretary and Chief Financial Officer
(Principal Financial Officer)
By JOHN D. KLOPFENSTEIN
John D. Klopfenstein
Controller and Chief Accounting
Officer(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on December 7, 2011.
THOMPSON S. BAKER II CHARLES E. COMMANDER III
Thompson S. Baker II Charles E. Commander III
Director, President, and Chief Director
Executive Officer
(Principal Executive Officer)
LUKE E. FICHTHORN III
Luke E. Fichthorn III
JOHN D. MILTON, JR. Director
John D. Milton, Jr.
Executive Vice President, Treasurer,
Secretary and Chief Financial ROBERT H. PAUL III
Officer(Principal Financial Officer) Robert H. Paul III
Director
JOHN D. KLOPFENSTEIN
John D. Klopfenstein H. W. SHAD III
Controller and Chief Accounting H. W. Shad III
Officer (Principal Accounting Officer) Director
JOHN D. BAKER_II MARTIN E. STEIN, JR.
John D. Baker II Martin E. Stein, Jr.
Executive Chairman Director
JOHN E. ANDERSON JAMES H. WINSTON
John E. Anderson James H. Winston
Director Director
EDWARD L. BAKER
Edward L. Baker
Director, Chairman Emeritus
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2011
EXHIBIT INDEX
[Item 14(a)(3)]
(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) Amended and Restated Bylaws of Patriot Transportation Holding,
Inc. adopted August 3, 2005, incorporated by reference to
Exhibit 3.1 to the Company's Form 8-K dated August 3, 2005.
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.
(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) 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)(f) 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)(g)(1) 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)(g)(2) Patriot Transportation Holding, Inc. 2006 Stock Incentive
Plan, incorporated by reference to an appendix to the
Company's Proxy Statement dated December 29, 2005. File No.
33-26115.
(10)(h) Amended and Restated Revolving Credit Agreement dated
September 30, 2008 among Patriot Transportation Holding, Inc.
as Borrower, the Lenders from time to time party hereto and
Wachovia Bank, National Association as Administrative Agent,
incorporated by reference to the Company's Form 8-K dated
October 7, 2008. File No. 33-26115.
(10)(i) The Company and its consolidated subsidiaries have other long-
term debt agreements, none of which 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.
(10)(j) Letter of Credit Facility between Patriot Transportation
Holding, Inc. and SunTrust Bank, N.A. dated February 16, 2005,
incorporated by reference to the Company's Form 8-K dated
February 16, 2005. File No. 33-26115.
(10)(k) Joint Venture Agreement between Florida Rock Industries, Inc.
and Florida Rock Properties, incorporated by reference to an
exhibit filed with Form 10-K for the fiscal year ended
September 30, 2006. File No. 33-26115.
(10)(l) Letter Agreement between the Company and David H. deVilliers,
Jr., incorporated by reference to an exhibit filed with Form
10-Q for the quarter ended December 31, 2007. File No. 33-
26115.
(10)(m) Letter Agreement between the Company and Robert E. Sandlin,
incorporated by reference to an exhibit filed with Form 10-Q
for the quarter ended December 31, 2007. File No. 33-26115.
(10)(n) Letter Agreement between the Company and John D. Klopfenstein,
incorporated by reference to an exhibit filed with Form 10-Q
for the quarter ended December 31, 2007. File No. 33-26115.
(13) The Company's 2010 Annual Report to shareholders, portions of
which are incorporated by reference in this Form 10-K. Those
portions of the 2011 Annual Report to Shareholders which are
not incorporated by reference shall not be deemed to be filed
as part of this Form 10-K.
(14) Financial Code of Ethical Conduct between the Company, Chief
Executive Officers and Financial Managers, adopted December
4, 2002, incorporated by reference to an exhibit filed
with Form 10-K for the year ended September 30, 2003. File
No. 33-26115.
(21) Subsidiaries of Registrant at September 30, 2011: Florida
Rock & Tank Lines, Inc. (a Florida corporation); Florida Rock
Properties, Inc. (a Florida corporation); FRP Development
Corp. (a Maryland corporation); FRP Maryland, Inc. (a Maryland
corporation); 34 Loveton Center LLC (a Maryland limited
liability company); FRTL, Inc. (a Florida corporation);
SunBelt Transport, Inc. (a Florida corporation); Oz LLC(a
Maryland limited liability company); 1502 Quarry, LLC(a
Maryland limited liability company); FRP Lakeside LLC #1 (a
Maryland limited company); FRP Lakeside LLC #2 (a Maryland
limited liability company); FRP Lakeside LLC #3 (a Maryland
limited liability company); FRP Lakeside LLC #4 (a Maryland
limited liability company); FRP Lakeside LLC #5 (a Maryland
limited liability company); FRP Hillside LLC (a Maryland
limited liability company); FRP Hillside LLC #2 (a Maryland
limited liability company); FRP Hillside LLC #3 (a Maryland
limited liability company); FRP Hillside LLC #4 (a Maryland
limited liability company); FRP Windsor LLC (a Maryland
limited liability company); FRP Dorsey LLC (a Maryland limited
liability company); FRP Bird River LLC (a Maryland limited
liability company); FRP Interchange LLC (a Maryland limited
liability company); FRP Azalea LLC (a Maryland limited
liability company); FRP Manassas LLC (a Maryland limited
liability company); FRP Hampstead LLC (a Maryland limited
liability company); FRP Hollander 95 LLC (a Maryland limited
liability company).
(23)(a) Consent of Hancock Askew & Co., Inc., Independent Registered
Certified Public Accounting Firm, appears on page 30 of this
Form 10-K.
(31)(a) Certification of Thompson S. Baker II.
(31)(b) Certification of John D. Milton, Jr..
(31)(c) Certification of John D. Klopfenstein.
(32) Certification of Chief Executive Officer, Chief Financial
Officer, and Chief Accounting Officer under Section 906 of the
Sarbanes-Oxley Act of 2002.
PATRIOT TRANSPORTATION HOLDING, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(Item 15(a) (1) and 2))
Page
Consolidated Financial Statements:
Consolidated balance sheets at September 30, 2011
and 2010 16(a)
For the years ended September 30, 2011, 2010 and 2009:
Consolidated statements of income 15(a)
Consolidated statements of cash flows 17(a)
Consolidated statements of shareholders' equity 18(a)
and comprehensive income
Notes to consolidated financial statements 19-29(a)
Report of Independent Registered Certified Public
Accounting Firm 30-31(a)
Selected quarterly financial data (unaudited) 7(a)
Consent of Independent Registered Certified Public
Accounting Firm 31(b)
Report of Independent Registered Certified Public
Accounting Firm on Financial Statement Schedules 31(b)
Consolidated Financial Statement Schedules:
II - Valuation and qualifying accounts 32(b)
III - Real estate and accumulated depreciation and
depletion 33-34(b)
(a) Refers to the page number in the Company's 2011 Annual
Report to Shareholders. Such information is incorporated by
reference in Item 8 of this Form 10-K.
(b) Refers to the page number in this Form 10-K.
All other schedules have been omitted, as they are not required under
the related instructions, are inapplicable, or because the information
required is included in the consolidated financial statements.
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-55132, 333-125099 and 333-131475) of
Patriot Transportation Holding, Inc. of our report dated December 7,
2011 relating to the consolidated financial statements and the
effectiveness of Patriot Transportation Holding, Inc's internal control
over financial reporting which appears in the Annual Report to
Shareholders incorporated by reference herein. We also consent to the
incorporation by reference of our report dated December 7, 2011,
relating to the financial statement schedules, which appear in this
Form 10-K.
Hancock Askew & Co., LLP
Savannah, Georgia
December 7, 2011
____________________
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of
Patriot Transportation Holding, Inc.:
Our audit of the consolidated financial statements referred to in our
report dated December 7, 2011 appearing in the 2011 Annual Report to
Shareholders of Patriot Transportation Holding, Inc. (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the financial
statement schedules listed in Item 15(a)(2) of this Form 10-K. These
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statement schedules based on our audit. In our opinion,
these financial statement schedules present fairly, in all material
respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
Hancock Askew & Co., LLP
Savannah, Georgia
December 7, 2011
____________________
PATRIOT TRANSPORTATION HOLDING, INC.
SCHEDULE II (CONSOLIDATED) - VALUATION
AND QUALIFYING ACCOUNTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
ADDITIONS ADDITIONS
BALANCE CHARGED TO CHARGED TO BALANCE
AT BEGIN. COST AND OTHER AT END
OF YEAR EXPENSES ACCOUNTS DEDUCTIONS OF YEAR
Year Ended
September 30, 2011:
Allowance for
doubtful accounts $ 90,770 $ 67,628 $ - $ 40,471(a) $ 117,927
Accrued risk
Insurance:
Tank Lines $3,909,354 $ 1,833,845 $ - $ 863,400 $4,879,799
SunBelt 1,109,895 (294,478) - 785,899 29,518
Accrued health
insurance 967,746 2,339,594 (4,670)(c) 2,313,372(b) 989,298
Totals -
insurance $5,986,995 $ 3,878,961 $ (4,670) $ 3,962,671 $5,898,615
Year Ended
September 30, 2010:
Allowance for
doubtful accounts $ 196,017 $ (43,696) $ - $ 61,551(a) $ 90,770
Accrued risk
Insurance:
Tank Lines $5,093,151 $ 910,061 $ - $ 2,093,858 $3,909,354
SunBelt 3,203,906 (441,778) - 1,652,233 1,109,895
Accrued health
insurance 1,063,326 2,692,176 10,499(c) 2,798,255(b) 967,746
Totals -
insurance $9,360,383 $ 3,160,459 $ 10,499 $ 6,544,346 $5,986,995
Year Ended
September 30, 2009:
Allowance for
doubtful accounts $ 264,999 $ 165,702 $ - $ 234,684(a) $ 196,017
Accrued risk
Insurance:
Tank Lines $5,493,553 $ 1,069,706 - $ 1,470,108 $5,093,151
SunBelt 2,721,511 2,476,591 - 1,994,196 3,203,906
Accrued health
insurance 1,125,160 3,772,482 44,934(c) 3,879,250(b) 1,063,326
Totals -
insurance $9,340,224 $ 7,318,779 $ 44,934 $ 7,343,554 $9,360,383
Note: Allowance for doubtful account expense was negative in the year ended September
30, 2010 primarily due to recoveries on accounts reserved in fiscal 2009. SunBelt's
risk insurance expense for the years ended September 30, 2011 and 2010 was negative due
to claims settled for less than prior estimates.
(a) Accounts written off less recoveries
(b) Payments
(c) Other comprehensive income (ASC Topic 715).
PATRIOT TRANSPORTATION HOLDING, INC.
SCHEDULE III (CONSOLIDATED)-REAL ESTATE & ACCUMULATED DEPRECIATION AND
DEPLETION (dollars in thousands)
SEPTEMBER 30, 2011
Cost capi- Gross amount Year Deprecia-
Encumb- Initial cost talized at which Accumulated Of Date tion Life
County rances to subsequent carried at Depreciation Constr- Acquired Computed
Company to acqui- end of period tion on:
sition (a)
Construction Aggregates
Alachua, FL $ 1,442 $ 0 $ 1,442 $ 128 n/a 4/86 unit
Clayton, GA 369 0 369 5 n/a 4/86 unit
Fayette, GA 685 0 685 62 n/a 4/86 unit
Lake, FL 402 0 402 146 n/a 4/86 unit
Lee, FL 4,690 6 4,696 6 n/a 4/86 unit
Monroe, GA 792 0 792 277 n/a 4/86 unit
Muscogee, GA 369 (45) 324 257 n/a 4/86 unit
Prince Wil. VA 299 0 299 298 n/a 4/86 unit
Putnam, FL 15,002 37 15,039 4,152 n/a 4/86 unit
0 24,050 (2) 24,048 5,331
Other Rental Property
Wash D.C. 2,957 15,686 18,643 3,218 n/a 4/86 15 yr.
Wash D.C. 3,811 0 3,811 0 n/a 10/97
Putnam, FL 302 19 321 304 n/a 4/86 5 yr.
Spalding, GA 20 0 20 0 n/a 4/86
Lake, FL 1,083 0 1,083 968 n/a 4/86 unit
Marion, FL 1,180 4 1,184 599 n/a 4/86 unit
0 9,353 15,709 25,062 5,089
Commercial Property
Baltimore, MD 2,190 439 3,978 4,417 2,381 2011 10/89 39 yr.
Baltimore, MD 5,159 950 6,786 7,736 3,814 2011 12/91 39 yr.
Baltimore, MD 1,767 690 2,861 3,551 1,141 2011 7/99 39 yr.
Baltimore, MD 0 5,634 12,145 17,779 393 2011 12/02 39 yr.
Baltimore City, MD 0 5,750 3,257 9,007 149 2011 12/10 39 yr.
Duval, FL 0 2,416 541 2,957 2,688 n/a 4/86 25 yr.
Harford, MD 1,591 31 3,830 3,861 1,687 1998 8/95 39 yr.
Harford, MD 2,970 50 5,657 5,707 1,927 2011 8/95 39 yr.
Harford, MD 4,421 85 7,062 7,147 2,776 2010 8/95 39 yr.
Harford, MD 0 92 1,487 1,579 0 n/a 8/95 39 yr.
Harford, MD 3,293 88 10,133 10,221 2,907 2010 8/95 39 yr.
Harford, MD 2,517 155 11,567 11,722 2,484 2011 8/95 39 yr.
Howard, MD 2,307 2,859 4,699 7,558 3,461 2011 9/88 39 yr.
Howard, MD 1,597 2,473 981 3,454 1,096 2006 3/00 39 yr.
Anne Arun, MD 1,075 715 8,122 8,837 4,778 2011 9/88 39 yr.
Anne Arun, MD 8,910 950 13,120 14,070 3,346 2010 5/98 39 yr.
Anne Arun, MD 8,480 1,525 10,800 12,325 2,101 2010 8/04 39 yr.
Anne Arun, MD 4,371 737 5,324 6,061 941 2010 1/03 39 yr.
Anne Arun, MD 0 667 9,621 10,288 767 2011 7/07 39 yr.
Norfolk, VA 6,076 7,512 0 7,512 1,557 n/a 10/04 39 yr.
Prince Wil. VA 0 7,324 6,164 13,488 0 n/a 12/05 39 yr.
Newcastle Co. DE 10,548 11,559 1,798 13,357 2,637 2010 4/04 39 yr.
Carroll, MD 0 4,720 2,243 6,963 0 n/a 3/08 n/a
67,272 57,421 132,176 189,597 43,031
Investment Property 2,231 315 2,546 659 n/a 4/86 n/a
GRAND
TOTALS $67,272 $93,055 $148,198 $241,253 $54,110
(a) The aggregate cost for Federal income tax purposes is $222,014.
PATRIOT TRANSPORTATION HOLDING, INC.
SCHEDULE III (CONSOLIDATED) - REAL ESTATE AND
ACCUMULATED DEPRECIATION AND DEPLETION
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
(In thousands)
2011 2010 2009
Gross Carrying Cost of Real Estate:
Balance at beginning of period $225,630 221,585 210,919
Additions during period:
Amounts capitalized 15,899 4,045 10,800
Deductions during period:
Cost of real estate sold (276) - (45)
Other (abandonments) - - (89)
Balance at close of period $241,253 225,630 221,585
Accumulated Depreciation & Depletion:
Balance at beginning of period $ 49,499 44,979 40,578
Additions during period:
Charged to cost & expense 4,611 4,520 4,446
Deductions during period:
Real estate sold - - (45)
Balance at close of period $54,110 49,499 44,979