Annual Report 2012
CONSOLIDATED FINANCIAL HIGHLIGHTS
Years ended September 30
(Amounts in thousands except per share amounts)
%
2012 2011 Change
Revenues $127,514 120,106 6.2
Operating profit $ 14,101 14,369 (1.9)
Income from continuing operations $ 7,711 6,989 10.3
Discontinued operations, net $ 97 5,222 (98.2)
Net income $ 7,808 12,211 (36.1)
Per common share:
Income from continuing operations:
Basic $ .82 .75 9.3
Diluted $ .81 .74 9.5
Discontinued operations:
Basic $ .01 .57 (98.2)
Diluted $ .01 .55 (98.2)
Net income:
Basic $ .83 1.32 (37.1)
Diluted $ .82 1.29 (36.4)
Total Assets $275,705 266,390 3.5
Total Debt $ 62,370 67,272 (7.3)
Shareholders' Equity $174,718 164,447 6.3
Common Shares Outstanding 9,441 9,288 1.6
Book Value Per Common Share $ 18.51 17.71 4.5
BUSINESS. The Company is engaged in the transportation and real estate
businesses. The Company's transportation business is conducted through a
wholly owned subsidiary, Florida Rock & Tank Lines, Inc. (Tank Lines), which
is a Southeastern U.S. based tank truck company concentrating in the hauling
of primarily petroleum products and other liquids and dry bulk commodities.
The Company's real estate group, comprised of FRP Development Corp. and
Florida Rock Properties, Inc., acquires, constructs, leases, operates and
manages land and buildings to generate both current cash flows and long-term
capital appreciation. The real estate group also owns real estate which is
leased under mining royalty agreements or held for investment.
OBJECTIVES. The Company's dual objectives are to continue building a
substantial transportation company and a real estate company providing sound
long-term growth, cash generation and asset appreciation.
TRANSPORTATION
Internal growth is accomplished by a dedicated and competent work force
emphasizing superior service to customers in existing markets, developing
new transportation services for customers in current market areas and
expanding into new market areas.
External growth is designed to broaden the Company's geographic market area
and delivery services by acquiring related businesses.
REAL ESTATE
The growth plan is based on the acquisition, development and management of
mining royalty lands and commercial warehouse/office rental properties
located in appropriate sub-markets in order to provide long-term positive
cash flows and capital appreciation.
To Our Shareholders
Fiscal 2012 was one of great accomplishments in all three of our business
segments. Our transportation segment continued to improve its Preventable
Accident Frequency Ratio and was recognized in the spring by National Tank
Truck Carriers with its first Outstanding Performance Trophy for having the
best safety program in the industry and an accident frequency ratio of .340
per million miles. Our mining and royalties segment succeeded in adding an
additional aggregate property that will contribute $782,000 annually to that
segment's gross income. And our Developed Property Rentals segment set a new
annual record of square feet leased during the year with 973,857 square feet,
topping last year's previous record of 592,000 square feet!
TRANSPORTATION SEGMENT
Correspondingly each segment experienced its challenges in an economy that
remained fiercely competitive with very slow growth. For Transportation the
challenge came strongest in the form of increased maintenance costs and the
expected higher operating costs associated with geographical expansion.
Management responded to each of these challenges. The higher maintenance costs
seemed to come from the turbine charged engines from 2007 and later model
trucks; as we replace these trucks with newer units we are buying extended
warranties on the replacement models to limit our exposure to these high
maintenance items in the future. The higher fuel costs are being met with
renewed focus on miles per gallon performance and the operational changes that
can improve fuel economy. As for the increased costs of geographical
expansion, our team is focused on building critical volumes as quickly as
possible in our new markets in South Carolina and North Carolina.
While Transportation experienced another decline in its operating margin as a
result of these higher costs, our team is still proud of the steady growth it
achieved in revenue miles, revenue per mile and total driver count. This
segment continues to produce admirable returns on capital after tax and with
the continued effort in the Management Initiative known as ACE (for "Achieve
Continuous Excellence") we are optimistic that we can turn the tide in the
decline in our operating ratio in fiscal 2013.
DEVELOPED PROPERTY RENTALS
The first major challenge to confront this segment occurred in October of 2011
when the purchaser for the property known to us as the Bird River Residential
property advised that it did not intend to go forward with the purchase and
was delivering up its $1,000,000 plus deposit plus all the plans, specs and
regulatory work on the site. Our management team wasted no time in picking up
the completion of the entitlement process for this site while exploring the
market for alternative buyers. As we closed the year in September of 2012, we
had entered into a non-binding letter of intent to sell this tract in two
parts to a new purchaser over the next six to 24 months for a combined sales
price of $18,800,000. Not as good as the original abandoned contract but an
excellent price representing a substantial profit for our efforts on this
site.
We have already mentioned the record number of square feet leased during the
year and this record achievement powered an improvement in occupancy as well.
We closed fiscal 2011 with a 79.8% occupancy; we closed fiscal 2012 with an
88.7% occupancy. During fiscal 2012 we recommenced development work at our
Patriot Business Park near Manassas, Virginia, where we have one site under a
pending sale contract and another leased under a build to suit contract with
occupancy scheduled to begin in the first quarter of calendar year 2013.
Throughout the year rental revenues continued to rise with the increasing
occupancy, with an overall revenue increase year over year of 8.4%.
Our signature development project on the Anacostia River next to the
Washington Nationals baseball park has made progress charting its rezoning
effort from office building to apartment building for Phase I through the
District of Columbia regulatory environment. As this letter goes to press the
Zoning Commission has given the requested change its blessing and the formal
process for receipt of final approval should be completed by January 2013. In
the interim we have booked a new one-time expense for this site of $1,771,000
for the lower range of estimates received for the cost to excavate and treat
contaminated soil in connection with the anticipated construction on Phase I.
While we strongly believe that this expense by lease terms and by law
rightfully falls on our prior tenant for the site, we have not yet received
such tenant's commitment to take on this responsibility and so are accruing
this expense to reassure our joint venture partner, MRP that this
environmental issue will not adversely affect the anticipated construction
cost of our apartment project on Phase I of the site.
MINING AND ROYALTIES
Fiscal 2012 saw little change in the overall demand for construction
aggregates in the markets where our properties lie, but our addition of a new
property did enable us to increase our revenues and operating profit from this
segment over fiscal 2011. We continue to like the long-term prospects
potentially available from this segment's activities and will endeavor to grow
these activities where the right opportunities are presented.
Looking at our Company as a whole we are optimistic that we can continue to
grow our returns in all three segments. While our Transportation segment
produced 49% of our operating profit in fiscal 2012, it utilizes only about
16% of our asset book value leaving us with a continuing challenge to improve
our contributions to shareholder value from the other 84% of our asset book
value. As we enter fiscal 2013 we accept that challenge and pledge our
efforts to continue to grow shareholder value, which measured on our book
value grew some 6.25% during fiscal 2012 over year end 2011.
CONCLUSION
We will conclude this letter as in years past by saying a strong and sincere
thank you to you our shareholders and customers for your continued faith in us
and our operations. All that we are able to accomplish comes as a result of
the daily efforts of those wonderful men and women who are our cherished
employees -- without whose devoted efforts we could not operate! As always we
say a heartfelt thank you to each and every one of them and their families for
their dedicated service. Working together in the coming months, we will
strive to make our fiscal 2013 another meaningful year of progress for all of
us - SHAREHOLDERS, CUSTOMERS AND EMPLOYEES ALIKE!
Respectively yours,
John D. Baker II
Executive Chairman
Thompson S. Baker II
President & Chief Executive Officer
OPERATING PROPERTIES
Transportation. During fiscal 2012, the Company's transportation group
operated through a wholly owned subsidiary, Florida Rock & Tank Lines, Inc.
(Tank Lines). Tank Lines is engaged in hauling petroleum and other liquid
and dry bulk commodities in tank trucks.
Tank Lines operates 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; Wilmington, North Carolina; and Spartanburg, South Carolina.
At September 30, 2012 the transportation group owned and operated a fleet of
419 trucks and 517 trailers plus 1 additional truck being prepared for
service and 1 additional truck that was being prepared for sale. During
fiscal 2012, the transportation group purchased 65 new tractors and 31
trailers. In fiscal 2010 and 2011, the Company purchased 110 new tractors.
The fiscal 2013 capital budget includes 96 new tractors and 29 new trailers
including binding commitments to purchase 51 tractors and 4 trailers at
September 30, 2012. We are replacing a larger than average number of
tractors purchased prior to 2007 engine changes required by the EPA. We
anticipate this more modern fleet will result in reduced maintenance
expenses, improved operating efficiencies and enhanced driver recruitment
and retention. In August 2009 the Company sold its flatbed trucking
company, SunBelt Transport, Inc. (SunBelt). Under the agreement, the Buyer
purchased all of SunBelt's tractors and trailers and leased certain
facilities.
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. In May 2012 the Company
acquired approximately 1,200 acres near Lake Louisa, Florida which is west
of Orlando, Florida for a purchase price of $11 million. The Company
simultaneously executed a long-term royalty lease under which it receives a
minimum monthly royalty payment until the tenant receives the necessary
permits and begins mining sand. At September 30, 2012, the mining royalty
land segment owned the following properties:
1) Locations currently being mined on a total of 10,423 acres in Grandin,
Keuka and Newberry, Florida, Columbus, Macon and Tyrone, Georgia and
Manassas, Virginia. Tons sold in 2012 totaled 4,463,000 leaving estimated
reserves of 341,113,000 tons.
2) Locations under royalty agreements but not currently being mined on a
total of 4,771 acres in Ft. Myers, Airgrove/Lake County, Marion County,
Astatula/Lake County, and Lake Louisa, Florida, and Forest Park Georgia.
These sites have estimated reserves of 96,558,000 tons.
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.
3) The segment owns 2,207 acres of investment properties in Gulf Hammock,
Brooksville, Palatka, and Polk County, Florida and Yatesville and Henderson,
Georgia.
4) Brooksville Quarry LLC. 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, and
zoning for the Project was obtained in August 2012.
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.
At September 30, 2012, the developed property rentals segment owned 331
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. Four warehouse/office buildings and one suburban office
building totaling 567,473 square feet exist on the property and are 99%
occupied.
2) Lakeside Business Park in Harford County, Maryland consists of 84 usable
acres. Nine warehouse/office buildings totaling 893,722 square feet exist
on 64 of these acres and are 100% occupied. The remaining 20 acres are
available for future development and have the potential to offer an
additional 309,330 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% occupied by 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% occupied.
5) Rossville Business Center in Baltimore County, Maryland contains
approximately 10 acres with 190,517 square feet of warehouse/office space
and is 100% occupied.
6) 34 Loveton Circle in suburban Baltimore County, Maryland contains 8.5
acres with 33,708 square feet of office space, which is 41% occupied
including 24% of the space occupied by the Company. An agreement to lease
13,500 square feet is scheduled to commence February 2013 and will increase
occupancy to 81%.
7) Oregon Business Center in Anne Arundel County, Maryland contains
approximately 17 acres with 195,615 square feet of warehouse/office space,
which is 73% occupied.
8) Arundel Business Center in Howard County, Maryland contains approximately
11 acres with 162,796 square feet of warehouse/office space, which is 92%
occupied.
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 49% occupied. Chrysler and General Motors plant closings in 2008
continued to keep a reduced demand for space in this market. The remaining
8.8 acres are available for excess trailer storage or 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%
occupied.
11) Windlass Run Business Park in Baltimore County, Maryland contains 69,474
square feet of warehouse/office space on 4.7 acres that is currently 43%
occupied. An additional 51 acres of fully developed land is available with
the potential to offer 450,350 square feet of warehouse, office, flex and
retail buildings.
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 in
October of 2010 and contains 82,800 square feet of warehouse/office space on
3.8 acres which is 47% leased. An additional 42 acres of partially
developed land is available with the potential to offer 470,000 square feet
of warehouse, office, hotel and flex buildings.
Additionally at September 30, 2012 the developed property rentals segment
owned the following parcels held for future development or appreciation:
1) Windlass Run Residential (previously Bird River), located in southeastern
Baltimore County, Maryland, is a 121 acre tract of land adjacent to our
Windlass Run Business Park. The property was rezoned in September 2007 to
allow for additional density. 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
contract purchaser had placed non-refundable deposits of $1,000,000 under
this contract in escrow. In October 2011 the contract 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 continued the entitlement process for
this parcel of land for residential development as a planned unit
development (PUD) and was successful in receiving approval for up to 412
dwelling units. In September the Company received a non-binding letter of
intent to sell the phase 1 of the property in fiscal 2013 for $7.9 million
and the balance for $10.9 million approximately 18 months later.
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 and the Washington D.C. Beltway (I-
495). The Company plans to develop and lease approximately 733,650 square
feet of warehouse/office buildings on the property. The Company has resumed
development of Patriot Business Park effective April 1, 2012 due to two
recent developments. On February 15, 2012, the Company signed an agreement
to sell 15.18 acres of land at the site for a purchase price of $4,774,577
which would result in a profit on the sale if completed. The Company also
entered into a build to suit lease signed April 2 for a 117,600 square foot
building which is currently under construction and scheduled for completion
and occupancy in the first quarter of calendar 2013.
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 from 1986 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 for the 5.8 acre parcel 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.
On March 30, 2012 the Company entered into a Contribution Agreement with MRP
SE Waterfront Residential, LLC. ("MRP") to form a joint venture to develop
the first phase only of the four phase master development known as
RiverFront on the Anacostia in Washington, D.C. The purpose of the Joint
Venture is to develop, own, lease and ultimately sell an approximately
300,000 square foot residential apartment building (including approximately
18,000 square feet of retail) on a portion of the roughly 5.82 acre site.
The Contribution Agreement provides that the formation of the Joint Venture
will be subject to customary conditions precedent, including approval of a
planned unit development, zoning modification and extension of the existing
PUD to provide for approximately 300,000 square feet of residential
development (including approximately 18,000 square feet of retail) on the
Property in lieu of 250,000 square feet of commercial office space
(including some retail) as currently approved for phase 1 of the master
development. If these conditions are satisfied, 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 approximately a
fifty percent (50%) interest in the venture. MRP will contribute capital of
$4,500,000 to the joint venture. MRP will raise any additional equity
capital (currently estimated to be $11,000,000, subject to revision based on
various factors) and obtain a nonrecourse loan for the balance of the
estimated construction and lease up costs. At this point the Company
anticipates commencement of construction of Phase I in early 2014 with lease
up scheduled between late 2015 and all of 2016.
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. During the summer of
2012 this property was placed under contract for sale as a reverse 1031
exchange for the purchase of mining land near Lake Louisa, Florida. The
sale closed in November, 2012 for a sale price of $2 million which will
result in a gain of $1.1 million before income taxes in fiscal 2013.
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.
Real Estate Group Property Summary Schedule at September 30, 2012 (dollars in thousands)
Encumb- Gross Net Date Revenue
County rances Book Cost Book Value Acquired Fiscal 2012
Mining Royalty Land
Alachua, FL $ $ 1,442 $ 1,311 4/86 $ 387
Clayton, GA 369 364 4/86 80
Fayette, GA 685 622 4/86 279
Lake, FL 402 256 4/86 69
Lake, FL 1,083 115 4/86 132
Lake Louisa, FL 11,039 11,039 5/12 282
Lee, FL 4,696 4,690 4/86 453
Monroe, GA 792 514 4/86 451
Muscogee, GA 324 43 4/86 264
Prince William. VA 299 0 4/86 302
Putnam, FL 15,039 10,819 4/86 1,314
Putnam, FL 300 17 4/86 0
Spalding, GA 20 20 4/86 5
Marion, FL 1,184 585 4/86 134
Investment Property 1,823 1,158 4/86 79
Brooksville Joint Venture 7,521 7,521 252
0 47,018 39,074 4,483
Developed Property Rentals
Baltimore, MD 2,103 4,850 2,100 10/89 100
Baltimore, MD 4,773 7,801 3,792 12/91 1,335
Baltimore, MD 1,632 3,551 2,312 7/99 462
Baltimore, MD 0 18,350 17,822 12/02 124
Baltimore City, MD 0 10,007 9,693 12/10 182
Duval, FL 0 2,957 247 4/86 730
Duval, FL 0 732 732 4/86 0
Harford, MD 1,399 3,861 2,049 8/95 757
Harford, MD 2,699 5,749 3,666 8/95 1,100
Harford, MD 4,115 7,147 4,182 8/95 1,542
Harford, MD 0 1,579 1,579 8/95 0
Harford, MD 3,089 10,221 6,972 8/95 1,727
Harford, MD 2,342 12,417 9,574 8/95 1,027
Howard, MD 1,989 7,586 3,932 9/88 1,091
Howard, MD 1,475 3,454 2,281 3/00 562
Anne Arun, MD 655 9,392 4,422 9/88 867
Anne Arun, MD 8,166 14,070 10,343 5/98 2,110
Anne Arun, MD 7,775 12,325 9,887 8/04 1,789
Anne Arun, MD 4,197 6,061 4,925 1/03 704
Anne Arun, MD 0 10,926 9,762 7/07 1,206
Norfolk, VA 5,834 7,512 5,733 10/04 805
Prince Wil. VA 0 19,421 19,421 12/05 0
Newcastle Co. DE 10,127 13,778 10,735 4/04 530
Carroll, MD 0 6,984 6,984 3/08 0
Wash D.C. 0 18,525 15,058 4/86 0
Wash D.C. 0 3,811 3,811 10/97 805
62,370 223,067 172,014 19,555
Grand Totals $62,370 $270,085 $211,088 $24,038
Five Year Summary-Years ended September 30
(Amounts in thousands except per share amounts)
2012 2011 2010 2009 2008
Summary of Operations:
Revenues $127,514 120,106 111,338 114,553 129,171
Operating profit $ 14,101 14,369 14,503 16,128 14,338
Interest expense $ 2,638 3,346 3,928 3,482 4,551
Income from continuing
operations $ 7,711 6,989 7,056 7,908 8,493
Per Common Share:
Basic $ .82 .75 .77 .87 .93
Diluted $ .81 .74 .75 .85 .91
Discontinued
Operations, net $ 97 5,222 315 (4,155) (525)
Net income $ 7,808 12,211 7,371 3,753 7,968
Per Common Share:
Basic $ .83 1.32 .80 .41 .88
Diluted $ .82 1.29 .78 .40 .85
Financial Summary:
Current assets $ 26,919 34,694 31,772 29,883 41,852
Current liabilities $ 20,165 18,232 18,095 22,367 28,611
Property and
equipment, net $228,021 208,988 198,116 199,013 197,823
Total assets $275,705 266,390 257,712 256,854 262,040
Long-term debt $ 57,131 62,370 67,272 71,860 76,153
Shareholders' equity $174,718 164,447 152,056 142,408 137,355
Net Book Value
Per common Share $ 18.51 17.71 16.39 15.55 15.07
Other Data:
Weighted average common
shares - basic 9,360 9,284 9,182 9,125 9,098
Weighted average common
shares - diluted 9,474 9,451 9,424 9,352 9,378
Number of employees 828 802 763 761 1,039
Shareholders of record 505 497 509 543 549
Quarterly Results (unaudited)
(Dollars in thousands except per share amounts)
First Second Third Fourth
2012 2011 2012 2011 2012 2011 2012 2011
Revenues $30,359 28,263 31,326 28,590 33,030 31,947 32,799 31,306
Operating profit$ 3,214 3,188 3,444 3,184 4,891 4,441 2,552 3,556
Income from continuing
operations $ 2,125 1,468 1,639 1,505 2,676 2,359 1,271 1,657
Discontinued
operations, net$ (1) 4,927 4 178 8 20 86 97
Net income $ 2,124 6,395 1,643 1,683 2,684 2,379 1,357 1,754
Earnings per common share (a):
Income from continuing operations-
Basic $ .23 .16 .18 .16 .29 .25 .13 .18
Diluted $ .23 .16 .17 .16 .28 .25 .13 .18
Discontinued operations-
Basic $ .00 .53 .00 .02 .00 .01 .01 .01
Diluted $ .00 .52 .00 .02 .00 .00 .01 .01
Net income-
Basic $ .23 .69 .18 .18 .29 .26 .14 .19
Diluted $ .23 .68 .17 .18 .28 .25 .14 .19
Market price per common share (b):
High $ 24.54 32.94 24.26 32.77 23.53 28.65 27.88 26.50
Low $ 18.94 22.44 20.50 23.91 19.01 19.99 22.46 18.33
(a) Earnings per share of common stock is computed independently for each
quarter presented. The sum of the quarterly net earnings per share of
common stock for a year may not equal the total for the year due to rounding
differences.
(b) All prices represent high and low daily closing prices as reported by
The Nasdaq Stock Market.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Executive Overview
Patriot Transportation Holding, Inc. (the Company) is a holding company
engaged in the transportation and real estate businesses.
The Company's transportation business, Florida Rock & Tank Lines, Inc. is
engaged in hauling primarily petroleum and other liquids and dry bulk
commodities in tank trailers.
The Company's real estate business is operated through two subsidiaries:
Florida Rock Properties, Inc. and FRP Development Corp. The Company owns real
estate in Florida, Georgia, Virginia, Maryland, Delaware and Washington, D.C.
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, leases, and manages office/warehouse buildings
primarily in the Baltimore/Northern Virginia/Washington area and holds real
estate for future development or related to its developments.
Net income - Net income was $7,808,000 or $.82 per diluted share in fiscal
2012, a decrease of 36.1% compared to $12,211,000 or $1.29 per diluted share
in fiscal 2011. Income from discontinued operations favorably impacted fiscal
2011 net income due to an after tax gain of $4,999,000 from the exchange of
property. Transportation segment results were lower due to increased workers
compensation and health insurance claims along with a rise in fuel costs,
higher vehicle repairs, increased tire prices and cost of growth initiatives
partially offset by higher gains on equipment sales, incremental profits on
increased revenues and two severe non-preventable incidents in the last four
months of fiscal 2011. Mining royalty land segment's results were higher due
to new property royalties, higher timber sales and reduced allocation of
indirect management costs to this segment. Developed property rentals
segment's results were lower due to a $1,771,000 environmental remediation
expense before income taxes, higher maintenance costs and professional fees
partially offset by higher occupancy and lower real estate taxes. Diluted
earnings per share decreased to $.82 in fiscal 2012 from $1.29 in 2011, and
were $.78 in 2010.
Transportation. The Company generates transportation revenue by providing over
the road hauling services for customers primarily in the petroleum products
industry (Tank Lines). The majority of our petroleum products customers are
major oil companies and convenience store chains, who sell gasoline or diesel
fuel directly to the retail market.
Our customers generally pay for services based on miles driven. We also bill
for other services that may include stop-offs and pump-offs. Additionally, we
generally bill customers a fuel surcharge that relates to the fluctuations in
diesel fuel costs.
Miles hauled and rates per mile are the primary factors impacting
transportation revenue. Changes in miles or rates will affect revenue.
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. Tank Lines primarily engages in
short-haul out-and-back deliveries and generally is paid for round trip miles
(approximately 100 miles).
Operating safely, efficient equipment utilization, appropriate freight rates,
and driver retention are the most critical factors in maintaining profitable
operations. Statistics related to these factors are monitored weekly and
monthly. Operating expenses are generally split evenly between variable
(driver pay, fuel, and maintenance) and fixed costs (overhead, insurance and
depreciation). As a result, increases in revenue will generally improve our
operating profit ratio.
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. In May 2012 the Company acquired approximately
1,200 acres near Lake Louisa, Florida which is west of Orlando, Florida for a
purchase price of $11 million. The Company simultaneously executed a long-
term royalty lease under which it receives a minimum monthly royalty payment
until the tenant receives the necessary permits and begins mining sand. At
September 30, 2012, the mining royalty land segment owned the following
properties:
Locations currently being mined. The segment owns a total of 10,423 acres in
Grandin, Keuka and Newberry, Florida, Columbus, Macon and Tyrone, Georgia and
Manassas, Virginia. Tons sold in 2012 totaled 4,463,000 leaving estimated
reserves of 341,113,000 tons.
Locations under royalty agreements but not currently being mined. The segment
owns a total of 4,771 acres in Ft. Myers, Airgrove/Lake County, Marion County,
Astatula/Lake County, and Lake Louisa, Florida, and Forest Park Georgia. These
sites have estimated reserves of 96,558,000 tons.
Investment Properties. The segment owns 2,207 acres of investment properties
in Gulf Hammock, Brooksville, Palatka, and Polk County, Florida and Yatesville
and Henderson, Georgia.
Brooksville Quarry LLC. 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. Distributions will be made on a 50-50 basis except for royalties and
depletion specifically allocated to FRP. In April 2011, the Florida
Department of Community Affairs issued its Final Order approving the
development of the Project, and zoning for the Project was obtained in August
2012.
Discontinued Operation. In December 2010, a subsidiary of the Company,
Florida Rock Properties, Inc., closed a bargain sale of approximately 1,777
acres of land in Caroline County, Virginia, to the Commonwealth of Virginia,
Board of Game and Inland Fisheries. The purchase price for the property was
$5,200,000 and expenses of the sale were $259,000. The Company also donated
$5,599,000 primarily for the value of minerals and aggregates and recognized a
$2,126,000 permanent tax benefit. The $2,126,000 permanent tax benefit was
recorded to income taxes receivable for $303,000 and offset to long-term
deferred tax liabilities of $1,823,000. Actual realization of the $1,823,000
in deferred taxes will depend on taxable income, income tax rates, and income
tax regulations over the 5 year carry forward period. The Company's book
value of the property was $276,000. The Caroline County property has been
accounted for as a discontinued operation and all periods presented have been
restated accordingly. The Company used all the proceeds in a 1031 exchange to
purchase Hollander 95 Business Park in a foreclosure sale auction through a
qualified intermediary. Hollander 95 Business Park, in Baltimore City,
Maryland, closed in October of 2010 by a 1031 intermediary for a purchase
price totaling $5,750,000. This property consists of an existing 82,800
square foot warehouse building (46.9% occupied) with an additional 42 acres of
partially developed land with a development capacity of 470,000 square feet (a
mix of warehouse, office, hotel and flex buildings).
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.
Revenue from land and/or buildings is generated primarily from leasing our
portfolio of flex office/warehouse buildings. Our flex office/warehouse
product is a functional warehouse with the ability to configure portions as
office space as required by our tenants. We lease space to tenants who
generally sign multiple year agreements. Growth is achieved by increasing
occupancy and lease rates in existing buildings and by developing or acquiring
new warehouses. We attempt to develop or purchase properties in areas that
have high growth potential and are accessible to major interstates or other
distribution lanes.
Developed property rentals occupancy has increased from 79.8% to 88.7% over
last fiscal year end as the market for new tenants has improved and traffic
for vacant space has increased. Occupancy at September 30, 2012 and 2011
included 98,993 square feet or 3.4% and 104,226 square feet or 3.6%
respectively for temporary space under less than full market lease rates. The
Company has resumed development of Patriot Business Park effective April 1,
2012 due to two recent developments. On February 15, 2012, the Company signed
an agreement to sell 15.18 acres of land at the site for a purchase price of
$4,774,577 which would result in a profit on the sale if completed. The
Company also entered into a build to suit lease signed April 2 for a 117,600
square foot building which is currently under construction and scheduled for
completion and occupancy in the first quarter of calendar 2013.
The following table shows the total developed square footage and occupancy
rates of our flex office/warehouse and office parks at September 30, 2012:
Total
Development Location Sq. feet % Occupied
Hillside Anne Arundel Co., MD 567,473 98.8%
Lakeside Harford Co., MD 893,722 100.0%
Tudsbury Baltimore Co., MD 86,100 100.0%
Dorsey Run Howard Co., MD 85,100 100.0%
Rossville Baltimore Co., MD 190,517 100.0%
Loveton Baltimore Co., MD 33,708 40.7%
Oregon Anne Arundel Co., MD 195,615 72.5%
Arundel Howard Co., MD 162,796 91.6%
Interchange New Castle Co., DE 303,006 49.4%
Azelea Garden Norfolk, VA 188,093 100.0%
Windlass Run Baltimore Co., MD 69,474 42.6%
21st Street Duval Co., FL 68,757 100.0%
Hollander 95 Baltimore City, MD 82,800 46.9%
2,927,161 88.7%
Average occupancy in fiscal 2012 was 85.1% compared to 78.6% in fiscal 2011
and 73.8% in fiscal 2010.
In addition to the completed buildings, land is available at these parks to
construct additional buildings at Lakeside Business Park (309,330 square
feet), Windlass Run (450,300 square feet), Interchange (93,600 square feet),
and Hollander 95 (470,000 square feet).
As of September 30, 2012, leases at our properties representing approximately
8%, 9%, 18%, 11% and 11% of the total square footage of buildings completed
prior to September 2012 were scheduled to expire in fiscal year 2013, 2014,
2015, 2016 and 2017, respectively. There is currently vacant space in the
portfolio. Leasing or renewing these spaces will be critical to future
financial results.
Properties held for future development include:
Windlass Run Residential (previously Bird River), located in southeastern
Baltimore County, Maryland, is a 121 acre tract of land adjacent to our
Windlass Run Business Park. The property was rezoned in September 2007 to
allow for additional density. 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 contract
purchaser had placed non-refundable deposits of $1,000,000 under this contract
in escrow. In October 2011 the contract 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 continued the entitlement process for this parcel of land for
residential development as a planned unit development (PUD) and was successful
in receiving approval for up to 412 dwelling units. In September the Company
received a non-binding letter of intent to sell the phase 1 of the property in
fiscal 2013 for $7.9 million and the balance for $10.9 million approximately
18 months later.
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 and the Washington D.C. Beltway (I-
495). The Company plans to develop and lease approximately 733,650 square
feet of warehouse/office buildings on the property. The Company has resumed
development of Patriot Business Park effective April 1, 2012 due to two recent
developments. On February 15, 2012, the Company signed an agreement to sell
15.18 acres of land at the site for a purchase price of $4,774,577 which would
result in a profit on the sale if completed. The Company also entered into a
build to suit lease signed April 2 for a 117,600 square foot building which is
currently under construction and scheduled for completion and occupancy in the
first quarter of calendar 2013.
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 from 1986 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 for the 5.8 acre parcel 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.
On March 30, 2012 the Company entered into a Contribution Agreement with MRP
SE Waterfront Residential, LLC. ("MRP") to form a joint venture to develop the
first phase only of the four phase master development known as RiverFront on
the Anacostia in Washington, D.C. The purpose of the Joint Venture is to
develop, own, lease and ultimately sell an approximately 300,000 square foot
residential apartment building (including approximately 18,000 square feet of
retail) on a portion of the roughly 5.82 acre site. The Contribution
Agreement provides that the formation of the Joint Venture will be subject to
customary conditions precedent, including approval of a planned unit
development, zoning modification and extension of the existing PUD to provide
for approximately 300,000 square feet of residential development (including
approximately 18,000 square feet of retail) on the Property in lieu of 250,000
square feet of commercial office space (including some retail) as currently
approved for phase 1 of the master development. If these conditions are
satisfied, 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 approximately a fifty percent (50%) interest in the
venture. MRP will contribute capital of $4,500,000 to the joint venture. MRP
will raise any additional equity capital (currently estimated to be
$11,000,000, subject to revision based on various factors) and obtain a
nonrecourse loan for the balance of the estimated construction and lease up
costs. At this point the Company anticipates commencement of construction of
Phase I in early 2014 with lease up scheduled between late 2015 and all of
2016.
Preliminary testing completed in the summer of 2012 on the portion of the site
that will contain Phase I indicated the presence of contaminated material that
will have to be specially handled in the event of excavation in conjunction
with construction. There are certain contaminants that we believe are a
result of normal operations of our previous tenant over the long-term due to
documented releases from an underground storage tank which was located within
Phase I along with other activities by the tenant on the property. We are in
the process of discussing financial responsibility for these costs with our
prior tenant. To date discussions remain unresolved but it is our position
that the tenant is responsible by terms of the lease and environmental laws.
It is possible that contamination exists on the other three phases and we are
requesting the prior tenant perform the necessary testing and take financial
responsibility. Notwithstanding this, as a result of the agreements in place
with MRP, we have a financial responsibility to MRP up to a proposed cap of
$1.875 million to appropriately handle the removal of the known hazardous
substances. We recorded an expense in the fourth quarter of fiscal 2012 of
$1,771,000 for this environmental remediation liability which is the lower end
of the range of estimates. The actual expense may be materially higher or
lower depending upon the determined responsibility of the prior tenant, our
ability to collect from such prior tenant and actual costs incurred.
Commonwealth Avenue is a 50-acre site in Jacksonville, Florida near the western
beltway of Interstate-295 capable of supporting approximately 500,000 square
feet of warehouse/office build-out. During the summer of 2012 this property
was placed under contract for sale as a reverse 1031 exchange for the purchase
of mining land. The sale closed in November, 2012 for a sale price of $2
million which will result in a gain of $1.1 million before income taxes in
fiscal 2013.
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.
COMPARATIVE RESULTS OF OPERATIONS
Transportation
Fiscal Years ended September 30
(dollars in thousands) 2012 % 2011 % 2010 %
Transportation revenue $ 85,060 82% 80,128 82% 77,478 86%
Fuel surcharges 18,416 18% 17,673 18% 12,159 14%
Revenues 103,476 100% 97,801 100% 89,637 100%
Compensation and benefits 36,875 36% 34,811 36% 33,699 37%
Fuel expenses 24,174 23% 22,405 23% 16,828 19%
Insurance and losses 7,498 7% 7,091 7% 6,432 7%
Depreciation expense 6,577 6% 6,154 6% 5,995 7%
Other, net 12,330 12% 10,265 10% 9,949 11%
Sales, general & administrative 8,166 8% 7,795 8% 7,331 8%
Allocated corporate expenses 1,631 2% 1,574 2% 1,480 2%
Gain on equipment sales (1,251) (1%) (322) 0% (313) 0%
Cost of operations 96,000 93% 89,773 92% 81,401 91%
Operating profit $ 7,476 7% 8,028 8% 8,236 9%
Revenues 2012 vs 2011 - Transportation segment revenues were $103,476,000 in
2012, an increase of $5,675,000 or 5.8% over 2011. Revenue miles in fiscal
2012 were up 2.1% compared to 2011 due to business growth and a slightly
longer average haul length. Revenue per mile increased 3.5% over 2011 due to
rate increases and higher fuel surcharges. Fuel surcharge revenue increased
$743,000 due to higher fuel costs partially offset by changes to certain
customer rates to incorporate fuel surcharges into base rates. The average
price paid per gallon of diesel fuel increased by $.27 or 7.9% over 2011.
There is a time lag between changes in fuel prices and surcharges and often
fuel costs change more rapidly than the market indexes used to determine fuel
surchanges. Excluding fuel surcharges, revenue per mile increased 4.3% over
2011.
Revenues 2011 vs 2010 - Transportation revenues were $97,801,000 in 2011, an
increase of $8,164,000 or 9.1% over 2010. Revenue miles in fiscal 2011 were
up 4.6% compared to 2010 due to business growth and a longer average haul
length. Fuel surcharge revenue increased $5,514,000. Excluding fuel
surcharges, revenue per mile decreased 1.3% over 2010 due to a longer average
haul length. The average price paid per gallon of diesel fuel increased by
$.76 or 29.0% over 2010.
Expenses 2012 vs 2011 - The Transportation segment's cost of operations was
$96,000,000 in 2012, an increase of $6,227,000 over 2011. The Transportation
segment's cost of operations in 2012 as a percentage of revenue was 93% versus
92% in 2011. Compensation and benefits increased $2,064,000 or 5.9% in 2012
primarily due to a driver pay increase, the increase in miles driven and
expenses associated with increased driver hiring. Fuel costs increased by
$1,769,000 due to higher cost per gallon. Insurance and losses increased
$407,000 compared to 2011 due to increases in workers compensation and health
insurance claims mostly offset by a reduction in liability insurance as the
prior year included two severe non-preventable incidents in the last four
months of fiscal 2011. Depreciation expense increased $423,000 due to more
trucks in service. Other expense increased $2,065,000 due to higher vehicle
repair costs, increased tire prices, increased miles driven and growth
initiatives. A larger than average number of tractors was purchased prior to
2007 engine changes required by the EPA. In fiscal 2012 the average age of
the fleet hit a peak and that combined with problems with transition trucks
purchased from 2007 to 2010 resulted in a larger than expected maintenance
cost. Selling general and administrative costs increased $371,000 or 4.8%
compared to 2011 due to increased staffing and professional fees. Allocated
corporate expenses increased $57,000. Gains on equipment sales increased
$929,000 in 2012 due to increased sales of tractors and trailers and higher
sales value on used equipment.
Expenses 2011 vs 2010 - The Transportation segment's cost of operations was
$89,773,000 in 2011, an increase of $8,372,000 over 2010. The Transportation
segment's cost of operations in 2011 as a percentage of revenue was 92% versus
91% in 2010. Compensation and benefits increased $1,112,000 or 3.3% in 2011
primarily due to the increase in miles driven. Fuel surcharge revenue
increased $5,514,000 while fuel cost increased by $5,577,000 leaving a
negative impact to operating profit of $63,000. Insurance and losses
increased $659,000 compared to 2010 due to two severe non-preventable
incidents in the last four months of fiscal 2011 partially offset by lower
health benefit claims. Depreciation expense increased $159,000 due to more
trucks in service. Other expense increased $307,000 due to higher vehicle
repair costs and increased miles driven. Selling general and administrative
costs increased $464,000 or 6.3% compared to 2010 due to increased staffing
costs. Allocated corporate expenses increased $94,000.
Mining Royalty Land
Fiscal Years ended September 30
(dollars in thousands) 2012 % 2011 % 2010 %
Mining royalty land revenue $ 4,483 100% 4,261 100% 4,510 100%
Property operating expenses 468 10% 492 12% 537 12%
Depreciation and depletion 112 3% 111 3% 103 2%
Management company indirect (2) 0% 151 3% 174 4%
Allocated corporate expense 674 15% 650 15% 588 13%
Cost of operations 1,252 28% 1,404 33% 1,402 31%
Operating profit $ 3,231 72% 2,857 67% 3,108 69%
Revenues 2012 vs 2011 - Mining royalty land segment revenues for fiscal 2012
were $4,483,000, an increase of $222,000 or 5.2% compared to $4,261,000 in
2011 due to new property royalties and higher timber sales partially offset by
production at two locations reducing the share of mining on the property owned
by the Company.
Revenues 2011 vs 2010 - Mining royalty land segment revenues for fiscal 2011
were $4,261,000, a decrease of $249,000 or 5.5% compared to $4,510,000 in 2010
due to a shift in tons sold in northern Georgia to a quarry with a lower
royalty.
Expenses 2012 vs 2011 - The mining royalty land segment's cost of operations
decreased $152,000 to $1,252,000 in 2012, compared to $1,404,000 in 2011,
primarily due to reduced allocation of indirect management company costs to
this segment. Allocated corporate expenses increased $24,000.
Expenses 2011 vs 2010 - The mining royalty land segment's cost of operations
increased $2,000 to $1,404,000 in 2011, compared to $1,402,000 in 2010.
Property operating expenses decreased $45,000 due to lower professional fees.
Depreciation and depletion expenses increased $8,000 due to an increase in
mined tons. Management Company indirect expenses (excluding internal
allocations for lease related property management fees) decreased $23,000.
Allocated corporate expenses increased $62,000.
Developed Property Rentals
Fiscal Years ended September 30
(dollars in thousands) 2012 % 2011 % 2010 %
Developed property rentals revenue$ 19,555 100% 18,044 100% 17,191 100%
Property operating expenses 4,775 25% 5,578 31% 5,436 32%
Depreciation and depletion 5,737 29% 5,230 29% 5,061 29%
Environmental remediation 1,771 9% - 0% - 0%
Management company indirect 1,775 9% 1,362 8% 1,568 9%
Allocated corporate expense 1,012 5% 975 5% 883 5%
Cost of operations 15,070 77% 13,145 73% 12,948 75%
Operating profit $ 4,485 23% 4,899 27% 4,243 25%
Revenues 2012 vs 2011 - Developed property rentals segment revenues increased
$1,511,000 or 8.4% in 2012 to $19,555,000 due to higher occupancy. Occupancy
at September 30, 2012 was 88.7% as compared to 79.8% at September 30, 2011.
Revenues 2011 vs 2010 - Developed property rentals segment revenues increased
$853,000 or 5.0% in 2011 to $18,044,000 due to higher occupancy partly offset
by reduced tenant reimbursements for snow removal.
Expenses 2012 vs 2011 - Developed property segment's cost of operations
increased to $15,070,000 in 2012, compared to $13,145,000 in 2011. Property
operating expenses decreased $803,000 due to lower real estate taxes and snow
removal costs partially offset by higher maintenance costs and professional
fees. Depreciation and amortization increased $507,000 primarily due to
tenant improvements. The Company recorded an expense in the fourth quarter of
fiscal 2012 of $1,771,000 for an environmental remediation liability
pertaining to phase I of the Riverfront development of property on the
Anacostia in Washington, D.C. The actual expense may be materially higher or
lower depending upon the determined responsibility of the prior tenant, our
ability to collect from such prior tenant and actual costs incurred.
Management Company indirect expenses (excluding internal allocations for lease
related property management fees) increased $413,000 due to increased
allocation to this segment and higher costs which resulted from a separation
agreement along with high health insurance claims for the year. Allocated
corporate expenses increased $37,000.
Expenses 2011 vs 2010 - Developed property segment's cost of operations
increased to $13,145,000 in 2011, compared to $12,948,000 in 2010. Property
operating expenses increased $142,000 due to higher maintenance costs,
utilities, professional fees and property taxes partially offset by a $505,000
reduction in snow removal costs. Depreciation and amortization increased
$169,000 due to the purchase of a building. Management Company indirect
expenses (excluding internal allocations for lease related property management
fees) decreased $206,000 due to reduced salaries. Allocated corporate
expenses increased $92,000.
Consolidated Results
Operating Profit - Consolidated operating profit was $14,101,000 in fiscal
2012 compared to $14,369,000 in 2011, a decrease of 1.9%. Operating profit in
the transportation segment decreased $552,000 or 6.9% due to increased workers
compensation and health insurance claims along with an increase in fuel costs,
higher vehicle repairs, increased tire prices and costs of growth initiatives
partially offset by higher gains on equipment sales, incremental profits of
increased revenues and two severe non-preventable incidents in the last four
months of fiscal 2011. Operating profit in the mining royalty land segment
increased $374,000 or 13.1% due to new property royalties, higher timber sales
and reduced allocation of indirect management costs to this segment.
Operating profit in the Developed property rentals segment decreased $414,000
or 8.5% primarily due to the $1,771,000 environmental remediation expense
partially offset by higher occupancy and lower real estate taxes.
Consolidated operating profit includes corporate expenses not allocated to any
segment in the amount of $1,091,000 in fiscal 2012, a decrease of $324,000
compared to 2011 which included an adjustment to the fair value of the
corporate aircraft of $300,000. Consolidated operating profit was $14,369,000
in 2011 compared to $14,503,000 in 2010 a decrease of .9%.
Gain on termination of sale contract - Fiscal 2012 includes a gain of
$1,039,000 on the receipt of non-refundable deposits related to the
termination of an agreement to sell the Company's Windlass Run Residential
property.
Interest income and other - Interest income and other in fiscal 2012 decreased
$277,000 due to the full prepayment of the note receivable from the sale of
SunBelt Transport, Inc near the end of fiscal 2011. Fiscal 2011 was $143,000
lower than 2010 due to the prepayment of the note receivable from the sale of
SunBelt Transport, Inc.
Interest expense - Interest expense for fiscal 2012 decreased $708,000 over
2011 due to declining mortgage interest expense and higher capitalized
interest.
Income taxes - Income tax expense for 2012 increased $511,000 over 2011 due to
higher earnings from continuing operations. Income tax expense for 2011
increased $335,000 over 2010 due to smaller amounts of tax credits funded by
legislative action related to fiscal 2008 and 2009 expenditures and a smaller
reduction in uncertain tax positions related to the expiration of statutes of
limitation than the same items in the prior year.
Income from continuing operations - Income from continuing operations was
$7,711,000 or $.81 per diluted share in 2012, an increase of 10.3% compared to
$6,989,000 or $.74 per diluted share in 2011. The $722,000 increase was
partially due to a pretax gain of $1,039,000 on the receipt of non-refundable
deposits related to the termination of an agreement to sell the Company's
Windlass Run Residential property. Income from continuing operations was
$6,989,000 or $.74 per diluted share in 2011, a decrease of .9% compared to
$7,056,000 or $.75 per diluted share in 2010.
Discontinued operations - The after tax income from discontinued operations
was $97,000 or $.01 per diluted share in fiscal 2012. The after tax income
from discontinued operations was $5,222,000 or $.55 per diluted share in
fiscal 2011 which included a book gain on the exchange of property of
$4,999,000 after tax or $.53 per diluted share.
Net income - Net income was $7,808,000 or $.82 per diluted share in fiscal
2012, a decrease of 36.1% compared to $12,211,000 or $1.29 per diluted share
in fiscal 2011. Income from discontinued operations favorably impacted fiscal
2011 net income due to an after tax gain of $4,999,000 from the exchange of
property. Transportation segment results were lower due to increased workers
compensation and health insurance claims along with a rise in fuel costs,
higher vehicle repairs, increased tire prices and cost of growth initiatives
partially offset by higher gains on equipment sales, incremental profits on
increased revenues and two severe non-preventable incidents in the last four
months of fiscal 2011. Mining royalty land segment's results were higher due
to new property royalties, higher timber sales and reduced allocation of
indirect management costs to this segment. Developed property rentals
segment's results were lower due to a $1,771,000 environmental remediation
expense before income taxes, higher maintenance costs and professional fees
partially offset by higher occupancy and lower real estate taxes. Diluted
earnings per share decreased to $.82 in fiscal 2012 from $1.29 in 2011, and
were $.78 in 2010.
LIQUIDITY AND CAPITAL RESOURCES
For fiscal 2012, the Company used cash provided by operating activities of
continuing operations of $20,307,000, proceeds from the sale of plant,
property and equipment of $2,817,000, proceeds from the exercise of employee
stock options of $1,322,000, excess tax benefits from the exercise of stock
options of $754,000 and cash balances to purchase $10,459,000 in
transportation equipment, to expend $12,850,000 in real estate development, to
expend $11,039,000 on mining royalty land, to invest $125,000 in the
Brooksville Joint Venture, to make $4,902,000 scheduled principal payments on
long-term debt and to repurchase Company stock for $315,000. Cash provided by
operating activities of discontinued operations was $177,000. Cash decreased
$14,313,000.
Cash flows from operating activities for fiscal 2012 were $117,000 lower than
the same period last year primarily due to increased income tax payments.
Cash flows used in investing activities for fiscal 2012 were $20,053,000
higher than the same period last year primarily reflecting increased purchase
of transportation equipment for growth and replacement, the purchase of mining
royalty land of $11,039,000 and lower proceeds on notes receivable partially
offset by a pretax gain of $1,039,000 on the receipt of non-refundable
deposits related to the termination of an agreement to sell the Company's
Windlass Run Residential property.
Cash flows used in financing activities for fiscal 2012 were $1,982,000 lower
than fiscal 2011 due to lower repurchases of Company stock and higher stock
options exercised.
For fiscal 2011, the Company used cash provided by operating activities of
continuing operations of $21,243,000, proceeds received on notes of
$5,620,000, proceeds from the sale of plant, property and equipment of
$763,000, proceeds from the exercise of employee stock options of $538,000,
excess tax benefits from the exercise of stock options of $322,000 and cash
balances to purchase $6,743,000 in transportation equipment, to purchase
Hollander 95 Business Park for $1,222,000 (net of 1031 exchange of
$4,941,000), to expend $9,907,000 in real estate development, to invest
$114,000 in the Brooksville Joint Venture, to make $4,588,000 scheduled
principal payments on long-term debt and to repurchase Company stock for
$1,395,000. Cash used in operating activities of discontinued operations was
$642,000. Cash increased $3,875,000. Cash flows from operating activities
for fiscal 2011 were $7,252,000 higher than the same period in 2010 primarily
due to large income tax payments last year related to the sale of SunBelt and
lower insurance payments. Cash flows used in investing activities for fiscal
2011 were $2,423,000 higher than the same period in 2010 primarily reflecting
the purchase and development of Hollander 95 Business Park (net of 1031
exchange of $4,941,000) and increased tenant improvement construction offset
by proceeds on notes receivable related to the sale of SunBelt. Cash flows
from financing activities for fiscal 2011 were $2,302,000 higher than fiscal
2010 due to repurchases of Company stock for $1,395,000, lower proceeds from
stock option exercises and an increase in mortgage principal payments.
In August 2009 the Company sold its flatbed trucking company, SunBelt
Transport, Inc. ("SunBelt"). The purchase price received for the tractors and
trailers and inventories was a $1 million cash payment and the delivery of a
Promissory Note requiring 60 monthly payments of $130,000 each including 7%
interest, secured by the assets of the business conveyed. Proceeds from the
sale of equipment of $923,000 and extra payments of $2,249,000 were partial
prepayments to the note in fiscal 2011. This note was paid in full as of
September 30, 2011. The Company retained all pre-closing receivables and
liabilities. SunBelt has been accounted for as discontinued operations. All
periods presented have been restated accordingly.
In December 2010, a subsidiary of the Company, Florida Rock Properties, Inc.,
closed a bargain sale of approximately 1,777 acres of land in Caroline County,
Virginia, to the Commonwealth of Virginia, Board of Game and Inland Fisheries.
The purchase price for the property was $5,200,000 and expenses of the sale
were $259,000. The Company also donated $5,599,000 primarily for the value of
minerals and aggregates and recognized a $2,126,000 permanent tax benefit.
The $2,126,000 permanent tax benefit was recorded to income taxes receivable
for $303,000 and offset to long-term deferred tax liabilities of $1,823,000.
Actual realization of the $1,823,000 in deferred taxes will depend on taxable
income, income tax rates, and income tax regulations over the 5 year carry
forward period. The Company's book value of the property was $276,000. The
Caroline County property has been accounted for as a discontinued operation
and all periods presented have been restated accordingly. The Company used
all the proceeds in a 1031 exchange to purchase Hollander 95 Business Park in
a foreclosure sale auction through a qualified intermediary. Hollander 95
Business Park, in Baltimore City, Maryland, closed in October of 2010 by a
1031 intermediary for a purchase price totaling $5,750,000. This property
consists of an existing 82,800 square foot warehouse building (46.9% occupied)
with an additional 42 acres of partially developed land with a development
capacity of 470,000 square feet (a mix of warehouse, office, hotel and flex
buildings).
The Company has a $37,000,000 uncollaterized Revolving Credit Agreement which
matures on December 31, 2013. The Revolver contains limitations including
limitations on paying cash dividends. As of September 30, 2012 letters of
credit in the amount of $9,009,000 were issued under the Revolver. As of
September 30, 2012, $27,991,000 of the line was available for borrowing and
$56,639,000 of consolidated retained earnings was available for the payment of
dividends. The Company was in compliance with all covenants as of September
30, 2012.
The Company had $9,009,000 of irrevocable letters of credit outstanding at
September 30, 2012. Most of the letters of credit are irrevocable for a
period of one year and are automatically extended for additional one-year
periods until notice of non-renewal is received by the issuing bank not less
than thirty days before the expiration date. These were issued for insurance
retentions and to guarantee certain obligations to state agencies related to
real estate development. The Company issued replacement letters of credit
through the Revolver to reduce fees.
The Board of Directors has authorized management to repurchase shares of the
Company's common stock from time to time as opportunities may arise. During
fiscal 2012 the Company repurchased 15,908 shares for $315,000. During fiscal
2011 the Company repurchased 54,600 shares for $1,395,000. At September 30,
2012 the Company had $3,915,000 authorized for future repurchases of common
stock.
The Company reached an agreement with the District of Columbia in November
2011 concerning the assessed value of the Company's property resulting in a
credit due to the Company. The taxes previously paid relating to the property
were capitalized to the cost of the land as we are actively pursuing
development of the property. The entry to record this agreement was to
establish a receivable for the taxes and to credit the cost of the land. It
is anticipated that the $2,311,000 receivable including interest will be
collected in fiscal 2013.
The Company has committed to make an additional capital contribution of up to
$31,000 to Brooksville Quarry, LLC in connection with a joint venture with
Vulcan (see Transactions with Vulcan Materials Company).
The Company currently expects its fiscal 2013 capital expenditures to be
approximately $33,879,000 ($17,094,000 for real estate development expansion,
$16,785,000 for transportation segment expansion and replacement equipment).
Depreciation and depletion expense is expected to be approximately
$12,829,000.
The Company expects that cash flows from operating activities, secured
financing on existing and planned real estate projects, cash on hand and the
funds available under its revolving credit agreement will be adequate to
finance these capital expenditures and its working capital needs for the next
12 months and the foreseeable future.
OFF-BALANCE SHEET ARRANGEMENTS
Except for the letters of credit described above under "Liquidity and Capital
Resources," the Company does not have any off balance sheet arrangements that
either have, or are reasonably likely to have, a current or future material
effect on its financial condition.
CRITICAL ACCOUNTING POLICIES
Management of the Company considers the following accounting policies critical
to the reported operations of the Company:
Accounts Receivable and Unrealized Rents Valuation. The Company is subject to
customer credit risk that could affect the collection of outstanding accounts
receivable and unrealized rents, that is rents recorded on a straight-lined
basis. To mitigate these risks, the Company performs credit reviews on all
new customers and periodic credit reviews on existing customers. A detailed
analysis of late and slow pay customers is prepared monthly and reviewed by
senior management. The overall collectibility of outstanding receivables and
straight-lined rents is evaluated and allowances are recorded as appropriate.
Significant changes in customer credit could require increased allowances and
affect cash flows.
Property and Equipment and Goodwill. Property and equipment is recorded at
cost less accumulated depreciation and depletion. Provision for depreciation
of property, plant and equipment is computed using the straight-line method
based on the following estimated useful lives:
Years
Buildings and improvements 7-39
Revenue equipment 7-10
Other equipment 3-10
Depletion of sand and stone deposits is computed on the basis of units of
production in relation to estimated reserves.
The Company periodically reviews property and equipment for potential
impairment whenever events or circumstances indicate the carrying amount of a
long-lived asset may not be recoverable. The review of real estate group
assets consists of comparing cap rates on recent cash flows and market value
estimates to the carrying values of each asset group. If this review
indicates the carrying value might exceed fair value then an estimate of
future cash flows for the remaining useful life of each property is prepared
considering anticipated vacancy, lease rates, and any future capital
expenditures. The Company's estimated holding period for developed buildings
with current vacancies is long enough that the undiscounted cash flows exceed
the carrying value of the properties and thus no impairment loss is recorded.
The review of the transportation group assets consists of a review of future
anticipated results considering business prospects and asset utilization. If
the sum of these future cash flows (undiscounted and without interest charges)
is less than the carrying amount of the assets, the Company would record an
impairment loss based on the fair value of the assets with the fair value of
the assets generally based upon an estimate of the discounted future cash
flows expected with regards to the assets and their eventual disposition as
the measure of fair value. The Company performs an annual impairment test on
goodwill. Changes in estimates or assumptions could have an impact on the
Company's financials.
All direct and indirect costs, including interest and real estate taxes,
associated with the development, construction, leasing or expansion of real
estate investments are capitalized as a development cost of the property.
Included in indirect costs is an estimate of internal costs associated with
development and rental of real estate investments. Changes in estimates or
assumptions could have an impact on the Company's financials.
Risk Insurance. The nature of the Transportation business subjects the Company
to risks arising from workers' compensation, automobile liability, and general
liability claims. The Company retains the exposure on certain claims of
$250,000 to $500,000 and has third party coverage for amounts exceeding the
retention up to the amount of the policy limits. The Company expenses during
the year an estimate of risk insurance losses. Periodically, an analysis is
performed, using historical and projected data, to determine exposure for
claims incurred and reported but not yet settled and for claims incurred but
not reported. On at least an annual basis the Company obtains an independent
actuarial analysis to assist in estimating the losses expected on such claims.
The Company attempts to mitigate losses from insurance claims by maintaining
safe operations and providing mandatory safety training. Significant changes
in assumptions or claims history could have a material impact on our
operations. The liability at any point in time depends upon the relative ages
and amounts of the individual open claims. There is a reasonable possibility
that the Company's estimate of this liability for the transportation group or
discontinued operations may be understated or overstated but the possible
range can not be estimated.
Income Taxes. The Company accounts for income taxes under the asset-and-
liability method. Deferred tax assets and liabilities represent items that
will result in taxable income or a tax deduction in future years for which the
related tax expense or benefit has already been recorded in our statement of
earnings. Deferred tax accounts arise as a result of timing differences
between when items are recognized in the Consolidated Financial Statements
compared with when they are recognized in the tax returns. The Company
assesses the likelihood that deferred tax assets will be recovered from future
taxable income. To the extent recovery is not probable, a valuation allowance
is established and included as an expense as part of our income tax provision.
No valuation allowance was recorded at September 30, 2012, as all deferred tax
assets are considered more likely than not to be realized. Significant
judgment is required in determining and assessing the impact of complex tax
laws and certain tax-related contingencies on the provision for income taxes.
As part of the calculation of the provision for income taxes, we assess
whether the benefits of our tax positions are at least more likely than not of
being sustained upon audit based on the technical merits of the tax position.
For tax positions that are more likely than not of being sustained upon
audit, we accrue the largest amount of the benefit that is more likely than
not of being sustained in our consolidated financial statements. Such
accruals require estimates and judgments, whereby actual results could vary
materially from these estimates. Further, a number of years may elapse before
a particular matter, for which an established accrual was made, is audited and
resolved.
CONTRACTUAL OBLIGATIONS
The following table summarizes our contractual obligations as of September
30, 2012:
Payments due by period
Less than 1-3 3-5 More than
Total 1 year years years 5 years
Mortgages Including Interest $ 86,304 8,997 17,144 16,437 43,726
Operating Leases 2,935 360 551 534 1,490
Purchase Commitments 9,132 9,072 56 4 -
Other Long-Term Liabilities 587 98 69 35 385
Total obligations $ 98,958 18,527 17,820 17,010 45,601
As of September 30, 2012 the Company was committed to make an additional
capital contribution of up to $31,000 to Brooksville Quarry, LLC in
connection with a joint venture with Vulcan (see Transactions with Vulcan
Materials Company) which is not included in the table above.
INFLATION
Historically, the Company has been able to recover inflationary cost increases
in the transportation group through increased freight rates and fuel
surcharges. It is expected that over time, justifiable and necessary rate
increases will be obtained. Substantially all of the Company's royalty
agreements are based on a percentage of the sales price of the related mined
items. Minimum royalties and substantially all lease agreements provide
escalation provisions.
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 Annual Report on Form 10-K and
other filings made from time to time with the Securities and Exchange
Commission.
CONSOLIDATED STATEMENTS OF INCOME - Years ended September 30
(In thousands, except per share amounts)
2012 2011 2010
Revenues:
Transportation $103,476 97,801 89,637
Mining royalty land 4,483 4,261 4,510
Developed property rentals 19,555 18,044 17,191
Total revenues 127,514 120,106 111,338
Cost of operations:
Transportation 96,000 89,773 81,401
Mining royalty land 1,252 1,404 1,402
Developed property rentals 15,070 13,145 12,948
Unallocated corporate 1,091 1,415 1,084
Total cost of operations 113,413 105,737 96,835
Operating profit:
Transportation 7,476 8,028 8,236
Mining royalty land 3,231 2,857 3,108
Developed property rentals 4,485 4,899 4,243
Unallocated corporate (1,091) (1,415) (1,084)
Total operating profit 14,101 14,369 14,503
Gain on termination of sale contract 1,039 - -
Interest income and other 26 303 446
Equity in loss of joint venture (8) (39) (2)
Interest expense (2,638) (3,346) (3,928)
Income before income taxes 12,520 11,287 11,019
Provision for income taxes 4,809 4,298 3,963
Income from continuing operations 7,711 6,989 7,056
Income from discontinued
operations, net 97 5,222 315
Net income $ 7,808 12,211 7,371
Earnings per common share:
Income from continuing operations-
Basic $ .82 .75 .77
Diluted $ .81 .74 .75
Discontinued operations-
Basic $ .01 .57 .03
Diluted $ .01 .55 .03
Net Income-
Basic $ .83 1.32 .80
Diluted $ .82 1.29 .78
Number of weighted average shares (in thousands) used in computing:
- basic earnings per common share 9,360 9,284 9,182
- diluted earnings per common share 9,474 9,451 9,424
See accompanying notes.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - Years ended September 30
(In thousands) 2012 2011 2010
Net income $ 7,808 12,211 7,371
Other comp. income (loss)net of tax:
Actuarial gain retiree health (6) 3 (6)
Minimum pension liability 7 8 7
Comprehensive income $ 7,809 12,222 7,372
See accompanying notes.
CONSOLIDATED BALANCE SHEETS - As of September 30
(In thousands, except share data)
2012 2011
Assets
Current assets:
Cash and cash equivalents $ 6,713 21,026
Accounts receivable (net of allowance for doubtful
accounts of $129 and $111, respectively) 7,019 6,702
Real estate tax refund receivable 2,311 -
Federal and state income taxes receivable 426 93
Inventory of parts and supplies 843 1,121
Deferred income taxes - 201
Prepaid tires on equipment 1,631 1,381
Prepaid taxes and licenses 2,050 1,860
Prepaid insurance 2,371 2,111
Prepaid expenses, other 70 85
Real estate held for sale, at cost 3,485 -
Assets of discontinued operations - 114
Total current assets 26,919 34,694
Property and equipment, at cost:
Land 114,739 100,922
Buildings 138,601 134,475
Equipment 79,556 75,731
Construction in progress 5,806 2,802
338,702 313,930
Less accumulated depreciation and depletion 110,681 104,942
228,021 208,988
Real estate held for investment, at cost 3,640 6,848
Investment in joint venture 7,521 7,412
Goodwill 1,087 1,087
Unrealized rents 4,155 3,604
Other assets 4,362 3,757
Total assets $275,705 266,390
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 5,266 3,948
Deferred income taxes 58 -
Accrued payroll and benefits 5,164 4,992
Accrued insurance 3,249 3,303
Accrued liabilities, other 1,189 1,053
Long-term debt due within one year 5,239 4,902
Liabilities of discontinued operations - 34
Total current liabilities 20,165 18,232
Long-term debt, less current portion 57,131 62,370
Deferred income taxes 18,199 16,919
Accrued insurance 1,659 2,548
Other liabilities 3,833 1,874
Commitments and contingencies (Notes 12 and 13)
Shareholders' equity:
Preferred stock, no par value;
5,000,000 shares authorized; none issued - -
Common stock, $.10 par value;
25,000,000 shares authorized; 9,440,620 and 9,288,023
shares issued and outstanding, respectively 944 929
Capital in excess of par value 41,539 38,845
Retained earnings 132,203 124,642
Accumulated other comprehensive income, net 32 31
Total shareholders' equity 174,718 164,447
Total liabilities and shareholders' equity $275,705 266,390
See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS - Years ended September 30
(In thousands)
Cash flows from operating activities: 2012 2011 2010
Net income $ 7,808 12,211 7,371
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and amortization 12,994 12,210 11,507
Deferred income taxes 1,539 491 683
Equity in loss of joint venture 8 39 2
Gain on sale of equipment and real estate (2,332) (363) (325)
Income from discontinued operations, net (97) (5,222) (315)
Stock-based compensation 701 704 804
Net changes in operating assets and liabilities:
Accounts receivable (317) (762) (654)
Inventory of parts and supplies 278 (456) (49)
Prepaid expenses and other current assets (685) (131) 91
Other assets (1,899) (125) (1,052)
Accounts payable and accrued liabilities 1,572 1,290 (53)
Income taxes payable and receivable (333) 1,140 (3,285)
Long-term insurance liabilities and other
long-term liabilities 1,070 217 (335)
Net cash provided by operating activities of
continuing operations 20,307 21,243 14,390
Net cash provided by (used in) operating
activities of discontinued operations 177 (642) (1,041)
Net cash provided by operating activities 20,484 20,601 13,349
Cash flows from investing activities:
Purchase of transportation group property
and equipment (10,459) (6,743) (6,568)
Investments in developed property rentals segment(12,850) (11,129) (4,076)
Investments in mining royalty land segment (11,039) - (59)
Investment in joint venture (125) (114) (495)
Proceeds from the sale of property, plant
and equipment 2,817 763 833
Proceeds received from Notes Receivable - 5,620 1,185
Net cash used in investing activities of
continuing operations (31,656) (11,603) (9,180)
Cash flows from financing activities:
Repayment of long-term debt (4,902) (4,588) (4,293)
Repurchase of Company stock (315) (1,395) -
Excess tax benefits from exercises of stock
options and vesting of restricted stock 754 322 740
Exercise of employee stock options 1,322 538 732
Net cash used in financing activities
of continuing operations (3,141) (5,123) (2,821)
Net (decrease) increase in cash and
cash equivalents (14,313) 3,875 1,348
Cash and cash equivalents at beginning of year 21,026 17,151 15,803
Cash and cash equivalents at end of year $ 6,713 21,026 17,151
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest, net of capitalized amounts $ 2,638 3,346 3,928
Income taxes $ 3,717 2,411 6,043
The Company recorded non-cash transactions in 2012 for a $2,311 receivable on
previously capitalized real estate taxes on the Anacostia property and in
fiscal 2011 from an exchange of real estate of $4,941 along with a related
deferred tax liability of $1,792 and a $2,126 permanent tax benefit on the
value of donated minerals and aggregates which was recorded as a $303
receivable and $1,823 deferred tax.
See accompanying notes.
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY - Years ended September 30
(In thousands, except share amounts)
Accumu-
lated
Other
Compre- Total
Capital in hensive Share
Common Stock Excess of Retained Income,net Holders
Shares Amount Par Value Earnings of tax Equity
Balance at October 1, 2009 9,159,108 $916 $35,247 $106,226 $19 $142,408
Exercise of stock options 107,100 11 721 732
Excess tax benefits from
exercises of stock options
and vesting of restricted stock 740 740
Stock option compensation 402 402
Restricted stock expense 48 48
Shares granted to Directors 12,000 1 353 354
Restricted stock forfeitures (120)
Net income 7,371 7,371
Minimum pension liability,
net of $4 tax 7 7
Net actuarial loss retiree
health net of $4 tax (6) (6)
Balance at September 30, 2010 9,278,088 $928 $37,511 $113,597 $20 $152,056
Exercise of stock options 54,035 6 532 538
Excess tax benefits from
exercises of stock options
and vesting of restricted stock 322 322
Stock option compensation 370 370
Shares granted to Directors 10,500 1 333 334
Share purchased and canceled (54,600) (6) (223) (1,166) (1,395)
Net income 12,211 12,211
Minimum pension liability,
net of $5 tax 8 8
Net actuarial gain retiree
health net of $2 tax 3 3
Balance at September 30, 2011 9,288,023 $929 $38,845 $124,642 $31 $164,447
Exercise of stock options 153,505 15 1,307 1,322
Excess tax benefits from
exercises of stock options
and vesting of restricted stock 811 811
Stock option compensation 324 324
Shares granted to Directors 15,000 1 319 320
Share purchased and canceled (15,908) (1) (67) (247) (315)
Net income 7,808 7,808
Minimum pension liability,
net of $5 tax 7 7
Net actuarial loss retiree
health net of $4 tax (6) (6)
Balance at September 30, 2012 9,440,620 $944 $41,539 $132,203 $32 $174,718
NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
1. Accounting Policies.
ORGANIZATION - Patriot Transportation Holding, Inc. (Company) is engaged in
the transportation and real estate businesses. The Company's transportation
business is conducted through its subsidiary, Florida Rock & Tank Lines,
Inc. (Tank Lines). Tank Lines is a Southeastern transportation company
concentrating in the hauling by motor carrier of primarily petroleum related
bulk liquids and dry bulk commodities. The Company's real estate group,
through subsidiaries, acquires, constructs, leases, operates and manages
land and buildings to generate both current cash flows and long-term capital
appreciation. The real estate group also owns real estate that is leased
under mining royalty agreements or held for investment.
RECLASSIFICATIONS - In connection with the presentation adopted in March,
2010 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.
CONSOLIDATION - The consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries. Investment in the 50%
owned Brooksville joint venture is accounted for under the equity method.
All significant intercompany transactions have been eliminated in
consolidation.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt
instruments with maturities of three months or less at time of purchase to
be cash equivalents.
INVENTORY - Inventory of parts and supplies is valued at the lower of cost
(first-in, first-out) or market.
TIRES ON EQUIPMENT - The value of tires on tractors and trailers is
accounted for as a prepaid expense and amortized over the life of the tires
as a function of miles driven.
REVENUE AND EXPENSE RECOGNITION - Transportation revenue, including fuel
surcharges, is recognized when the services have been rendered to customers
or delivery has occurred, the pricing is fixed or determinable and
collectibility is reasonably assured. Transportation expenses are
recognized as incurred.
Real estate rental revenue and mining royalties are generally recognized
when earned under the leases. Rental income from leases with scheduled
increases or other incentives during their term is recognized on a straight-
line basis over the term of the lease. Reimbursements of expenses, when
provided in the lease, are recognized in the period that the expenses are
incurred.
Sales of real estate are recognized when the collection of the sales price
is reasonably assured and when the Company has fulfilled substantially all
of its obligations, which are typically as of the closing date.
Accounts receivable are recorded net of discounts and provisions for
estimated allowances. We estimate allowances on an ongoing basis by
considering historical and current trends. We record estimated bad debts
expense as a selling, general and administrative expense. We estimate the
net collectability of our accounts receivable and establish an allowance for
doubtful accounts based upon this assessment. Specifically, we analyze the
aging of accounts receivable balances, historical bad debts, customer
concentrations, customer credit-worthiness, current economic trends and
changes in customer payment terms.
PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost less
accumulated depreciation and depletion. Provision for depreciation of
property, plant and equipment is computed using the straight-line method
based on the following estimated useful lives:
Years
Buildings and improvements 7-39
Revenue equipment 7-10
Other equipment 3-10
Depletion of sand and stone deposits is computed on the basis of units of
production in relation to estimated reserves. Reserve estimates are
periodically adjusted based upon surveys.
The Company recorded depreciation and depletion expenses for 2012, 2011 and
2010 of $12,250,000, $11,548,000, and $10,908,000, respectively.
The Company periodically reviews property and equipment for potential
impairment whenever events or circumstances indicate the carrying amount of
a long-lived asset may not be recoverable. The review of real estate group
assets consists of comparing cap rates on recent cash flows and market value
estimates to the carrying values of each asset group. If this review
indicates the carrying value might exceed fair value then an estimate of
future cash flows for the remaining useful life of each property is prepared
considering anticipated vacancy, lease rates, and any future capital
expenditures. The review of the transportation group assets consists of a
review of future anticipated results considering business prospects and
asset utilization. If the sum of these future cash flows (undiscounted and
without interest charges) is less than the carrying amount of the assets,
the Company would record an impairment loss based on the fair value of the
assets with the fair value of the assets generally based upon an estimate of
the discounted future cash flows expected with regards to the assets and
their eventual disposition. The Company performs an annual impairment test
on goodwill. Changes in estimates or assumptions could have an impact on
the Company's financials.
All direct and indirect costs, including interest and real estate taxes,
associated with the development, construction, leasing or expansion of real
estate investments are capitalized as a cost of the property. Included in
indirect costs is an allocation of internal costs associated with
development of real estate investments. The cost of routine repairs and
maintenance to property and equipment is expensed as incurred.
INVESTMENTS - The Company uses the equity method to account for its
investment in Brooksville, in which it has a voting interest of 50% and has
significant influence but does not have control. Under the equity method,
the investment is originally recorded at cost and adjusted to recognize the
Company's share of net earnings or losses of the investee, limited to the
extent of the Company's investment in and advances to the investee and
financial guarantees on behalf of the investee that create additional basis.
The Company regularly monitors and evaluates the realizable value of its
investments. When assessing an investment for an other-than-temporary
decline in value, the Company considers such factors as, the performance of
the investee in relation to its own operating targets and its business plan,
the investee's revenue and cost trends, as well as liquidity and cash
position, and the outlook for the overall industry in which the investee
operates. From time to time, the Company may consider third party
evaluations or valuation reports. If events and circumstances indicate that
a decline in the value of these assets has occurred and is other-than-
temporary, the Company records a charge to investment income (expense).
INSURANCE - The Company has a $250,000 to $500,000 self-insured retention
per occurrence in connection with certain of its workers' compensation,
automobile liability, and general liability insurance programs ("risk
insurance"). The Company is also self-insured for its employee health
insurance benefits and carries stop loss coverage for losses over $250,000
per covered participant per year plus a $72,000 aggregate. The Company has
established an accrued liability for the estimated cost in connection with
its portion of its risk and health insurance losses incurred and reported.
Claims paid by the Company are charged against the liability. Additionally,
the Company maintains an accrued liability for incurred but not reported
claims based on historical analysis of such claims. The method of
calculating the accrual liability is subject to inherent uncertainty. If
actual results are less favorable than the estimates used to calculate the
liabilities, the Company would have to record expenses in excess of what has
been accrued.
INCOME TAXES - Deferred tax assets and liabilities are recognized based on
differences between financial statement and tax bases of assets and
liabilities using presently enacted tax rates. Deferred income taxes result
from temporary differences between pre-tax income reported in the financial
statements and taxable income. The Company recognizes liabilities for
uncertain tax positions based on a two-step process. The first step is to
evaluate the tax position for recognition by determining if the weight of
available evidence indicates that it is more likely than not that the
position will be sustained on audit. The second step is to estimate and
measure the tax benefit as the largest amount that is more than 50% likely
to be realized upon ultimate settlement. It is inherently difficult and
subjective to estimate such amounts, as the amounts rely upon the
determination of the probability of various possible outcomes. The Company
reevaluates these uncertain tax positions on a quarterly basis. This
evaluation is based on factors including, but not limited to, changes in
facts or circumstances, changes in tax law and expiration of statutes of
limitations, effectively settled issues under audit, and audit activity.
Such a change in recognition or measurement would result in the recognition
of a tax benefit or an additional charge to the tax provision. It is the
Company's policy to recognize as additional income tax expense the items of
interest and penalties directly related to income taxes.
STOCK BASED COMPENSATION - The Company accounts for compensation related to
share based plans by recognizing the grant date fair value of stock options
and other equity-based compensation issued to employees in its income
statement over the requisite employee service period using the straight-line
attribution model. In addition, compensation expense must be recognized for
the change in fair value of any awards modified, repurchased or cancelled
after the grant date. The fair value of each grant is estimated on the date
of grant using the Black-Scholes option-pricing model. The assumptions used
in the model and current year impact is discussed in Footnote 7.
PENSION PLAN - The Company accounts for its pension plan following the
requirements of FASB ASC Topic 715, "Compensation - Retirement Benefits",
which requires an employer to: (a) recognize in its statement of financial
position the funded status of a benefit plan; (b) measure defined benefit
plan assets and obligations as of the end of the employer's fiscal year
(with limited exceptions); and (c) recognize as a component of other
comprehensive income, net of tax, the gains or losses and prior service
costs or credits that arise but are not recognized as components of net
periodic benefit costs pursuant to prior existing guidance.
EARNINGS PER COMMON SHARE - Basic earnings per common share are based on the
weighted average number of common shares outstanding during the periods.
Diluted earnings per common share are based on the weighted average number
of common shares and potential dilution of securities that could share in
earnings. The differences between basic and diluted shares used for the
calculation are the effect of employee and director stock options and
restricted stock.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United State requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Certain accounting policies and estimates are of more significance in the
financial statement preparation process than others. The most critical
accounting policies and estimates include the economic useful lives and
salvage values of our vehicles and equipment, provisions for uncollectible
accounts receivable and collectability of unrealized rents and notes
receivable, estimates of exposures related to our insurance claims plans,
and estimates for taxes. To the extent that actual, final outcomes are
different than these estimates, or that additional facts and circumstances
result in a revision to these estimates, earnings during that accounting
period will be affected.
ENVIRONMENTAL - Environmental expenditures that benefit future periods are
capitalized. Expenditures that relate to an existing condition caused by
past operations, and which do not contribute to current or future revenue
generation, are expensed. Liabilities are recorded for the estimated amount
of expected environmental assessments and/or remedial efforts. Estimation
of such liabilities includes an assessment of engineering estimates,
continually evolving governmental laws and standards, and potential
involvement of other potentially responsible parties.
COMPREHENSIVE INCOME - Comprehensive income consists of net income and other
comprehensive income (loss). Other comprehensive income (loss) refers to
expenses, gains, and losses that are not included in net income, but rather
are recorded directly in shareholder's equity.
NEW ACCOUNTING PRONOUNCEMENTS - In June 2011, accounting guidance was issued
which requires an entity to present the total of comprehensive income, the
components of net income, and the components of other comprehensive income
either in a single continuous statement of comprehensive income or in two
separate but consecutive statements. This guidance eliminates the option to
present the components of other comprehensive income as part of the
statement of equity. This standard is effective for periods beginning after
December 15, 2011. The Company adopted this standard with no impact on the
Company's financial position or results of operations as the standard only
required a change in the format of the current presentation.
In May 2011, accounting guidance was issued which generally aligns the
principles for fair value measurements and the related disclosure
requirements under Generally Accepted Accounting Principles and
International Financial Reporting Standards. This guidance requires
additional disclosures regarding details about Level 3 fair value
measurements, including quantitative information about the significant
unobservable inputs used in estimating fair value, a discussion of the
sensitivity of the measurement to these inputs and a description of the
entity's valuation processes. Disclosures will also be needed concerning
any transfers between Level 1 and 2 of the fair value hierarchy (not just
significant transfers as previous guidance required) and the hierarchy
classification for items whose fair value is not recorded on the balance
sheet but is disclosed in the notes. This standard is effective for periods
beginning after December 15, 2011. The Company has determined that the
adoption of this standard will affect the Company's disclosures but will not
have a material effect on the Company's financial position or results of
operations.
In September 2011, the FASB issued an amendment to the goodwill impairment
guidance which provides an option for companies to use qualitative approach
to test goodwill for impairment if certain conditions are not met. The
amendment is effective for annual and interim goodwill impairment tests
performed for fiscal years beginning after December 15, 2011, and early
adoption is permitted. The implementation of this amended accounting
guidance is not expected to have a material effect on the Company's
consolidated financial position and results of operations.
2. Transactions with Vulcan Materials Company.
The Company previously may have been considered a related party to Vulcan
Materials Company (Vulcan). One director of the Company was employed by
Vulcan until September 17, 2010 and is related to two other Company
directors.
The Company, through its transportation subsidiaries, hauls commodities by
tank trucks for Vulcan. Charges for these services are based on prevailing
market prices. The real estate subsidiaries lease certain construction
aggregates mining and other properties to Vulcan.
A summary of revenues derived from Vulcan follows (in thousands):
2012 2011 2010
Transportation $ 5,249 3,036 2,407
Real estate 4,755 4,580 4,725
$10,004 7,616 7,132
A subsidiary of the Company (FRP) has a Joint Venture Agreement with Vulcan
Materials Company (formerly Florida Rock Industries, Inc.) to develop
approximately 4,300 acres of land near Brooksville, Florida. Under the
terms of the joint venture, FRP contributed its fee interest in
approximately 3,443 acres formerly leased to Vulcan under a long-term mining
lease which had a net book value of $2,548,000. Vulcan is entitled to mine
the property until 2018 and pay royalties for the benefit of FRP for as long
as mining does not interfere with the development of the property. Real
estate revenues included $242,000 of such royalties in fiscal 2012 and
$240,000 in fiscal 2011. Allocated depletion expense of $8,000 was included
in real estate cost of operations for fiscal 2012. FRP also contributed
$3,018,000 for one-half of the acquisition costs of a 288-acre contiguous
parcel. Vulcan contributed 553 acres that it owned as well as its leasehold
interest in the 3,443 acres that it leased from FRP. The joint venture is
jointly controlled by Vulcan and FRP, and they each had a mandatory
obligation to fund additional capital contributions of up to $2,265,000.
Capital contributions of $2,234,000 have been made by each party as of
September 30, 2012. Distributions will be made on a 50-50 basis except for
royalties and depletion specifically allocated to FRP. Other income for
fiscal 2012 includes a loss of $8,000 representing the Company's equity in
the loss of the joint venture. In April 2011, the Florida Department of
Community Affairs issued its Final Order approving the development of the
Project, and zoning for the Project was obtained in August 2012.
3. Debt.
Debt at September 30 is summarized as follows (in thousands):
2012 2011
Revolving credit (uncollateralized) $ - -
5.6% to 8.6% mortgage notes,
due in installments through 2027 62,370 67,272
62,370 67,272
Less portion due within one year 5,239 4,902
$57,131 62,370
The aggregate amount of principal payments, excluding the revolving credit,
due subsequent to September 30, 2012 is: 2013 - $5,239,000; 2014 -
$5,308,000; 2015 - $5,379,000; 2016 - $5,516,000; 2017 - $5,843,000; 2018
and subsequent years - $35,085,000.
The Company has a $37,000,000 uncollaterized Revolving Credit Agreement with
three banks, which matures on December 31, 2013. The Revolver bears
interest at a rate of 1.00% over the selected LIBOR, which may change
quarterly based on the Company's ratio of Consolidated Total Debt to
Consolidated Total Capital, as defined. A commitment fee of 0.15% per annum
is payable quarterly on the unused portion of the commitment. The
commitment fee may also change quarterly based upon the ratio described
above. The Revolver contains limitations on availability and restrictive
covenants including limitations on paying cash dividends. Letters of credit
in the amount of $9,009,000 were issued under the Revolver. As of September
30, 2012, $27,991,000 was available for borrowing and $56,639,000 of
consolidated retained earnings would be available for payment of dividends.
The Company was in compliance with all covenants as of September 30, 2012.
The non-recourse fully amortizing mortgage notes payable are collateralized
by real estate having a carrying value of approximately $74,784,000 at
September 30, 2012.
During fiscal 2012, 2011 and 2010 the Company capitalized interest costs of
$1,646,000, $1,232,000, and $952,000, respectively.
The Company had $9,009,000 of irrevocable letters of credit outstanding at
September 30, 2012. Most of the letters of credit are irrevocable for a
period of one year and are automatically extended for additional one-year
periods unless notified by the issuing bank not less than thirty days before
the expiration date. These were issued for insurance retentions and to
guarantee certain obligations to state agencies related to real estate
development.
4. Leases.
At September 30, 2012, the total carrying value of property owned by the
Company which is leased or held for lease to others is summarized as follows
(in thousands):
Construction aggregates property $ 35,087
Commercial property 224,922
260,009
Less accumulated depreciation and depletion 58,332
$201,677
The minimum future straight-lined rentals due the Company on noncancelable
leases as of September 30, 2012 are as follows: 2013 - $19,016,000; 2014 -
$17,747,000; 2015 - $15,726,000; 2016 - $12,461,000; 2017 - $10,950,000;
2018 and subsequent years $40,531,000.
5. Stock Split.
On December 1, 2010, the board of directors declared a 3-for-1 stock split
of the Company's common stock in the form of a stock dividend. The record
date for the split was January 3, 2011 and the new shares were issued on
January 17, 2011. The total authorized shares remained 25 million and par
value of common stock remained unchanged at $.10 per share. All share and
per share information presented has been adjusted to reflect this stock
split.
6. Earnings Per Share.
The following details the computations of the basic and diluted earnings per
common share. (Dollars in thousands, except per share amounts.)
Years Ended September 30
2012 2011 2010
Common shares:
Weighted average common shares
outstanding during the period -
shares used for basic earnings
per common share 9,360 9,284 9,182
Common shares issuable under share
based payment plans which are
potentially dilutive 114 167 242
Common shares used for diluted
earnings per common share 9,474 9,451 9,424
Net income $ 7,808 12,211 7,371
Earnings per common share
Basic $ .83 1.32 .80
Diluted $ .82 1.29 .78
For 2012, 2011 and 2010, 164,560, 140,370, and 111,210 shares, respectively,
attributable to outstanding stock options were excluded from the calculation
of diluted earnings per share because their inclusion would have been anti-
dilutive. For 2010 all outstanding restricted shares were included in the
calculation of diluted earnings per common share because the unrecorded
compensation and tax benefits to be credited to capital in excess of par for
all awards of restricted stock were lower than the average price of the
common shares, and therefore were dilutive.
7. Stock-Based Compensation Plans.
The Company has two Stock Option Plans (the 2000 Stock Option Plan and the
2006 Stock Option Plan) under which options for shares of common stock were
granted to directors, officers and key employees. The 2006 plan permits the
grant of stock options, stock appreciation rights, restricted stock awards,
restricted stock units, or stock awards. The options awarded under the
plans have similar characteristics. All stock options are non-qualified and
expire ten years from the date of grant. Stock based compensation awarded
to directors, officers and employees are exercisable immediately or become
exercisable in cumulative installments of 20% or 25% at the end of each year
following the date of grant. When stock options are exercised the Company
issues new shares after receipt of exercise proceeds and taxes due, if any,
from the grantee. In February 2006, 15,960 shares of restricted stock were
granted subject to forfeiture restrictions, tied to continued employment
that lapsed 25% annually beginning on January 1, 2007 and were fully vested
on January 1, 2010. The number of common shares available for future
issuance was 603,560 at September 30, 2012.
The Company utilizes the Black-Scholes valuation model for estimating fair
value of stock compensation for options awarded to officers and employees.
Each grant is evaluated based upon assumptions at the time of grant. The
assumptions were no dividend yield, expected volatility between 37% and 53%,
risk-free interest rate of .4% to 4.9% and expected life of 3.0 to 7.0
years.
The dividend yield of zero is based on the fact that the Company does not
pay cash dividends and has no present intention to pay cash dividends.
Expected volatility is estimated based on the Company's historical
experience over a period equivalent to the expected life in years. The
risk-free interest rate is based on the U.S. Treasury constant maturity
interest rate at the date of grant with a term consistent with the expected
life of the options granted. The expected life calculation is based on the
observed and expected time to exercise options by the employees.
The Company recorded the following stock compensation expense in its
consolidated statement of income (in thousands):
Years Ended September 30
2012 2011 2010
Stock option grants $ 381 370 402
Restricted stock awards granted in 2006 - - 48
Annual non-employee Director stock award 320 334 354
701 704 804
A summary of changes in outstanding options is presented below:
Weighted Weighted Weighted
Number Average Average Average
Of Exercise Remaining Grant Date
Options Shares Price Term (yrs) Fair Value (000's)
Outstanding at
October 1, 2009 713,790 $12.23 4.5 $ 4,246
Granted 27,210 $32.16 $ 349
Exercised (107,100) $ 6.83 $ 389
Forfeited - $ -
Outstanding at
September 30, 2010 633,900 $14.00 4.1 $ 4,206
Granted 29,160 $25.60 $ 293
Exercised (54,035) $ 9.95 $ 274
Forfeited (3,000) $ 5.84 $ 9
Outstanding at
September 30, 2011 606,025 $14.96 3.5 $ 4,216
Granted 31,690 $22.25 $ 281
Exercised (153,505) $ 8.62 $ 705
Forfeited (3,000) $ 5.78 $ 10
Outstanding at
September 30, 2012 481,210 $17.52 3.8 $ 3,782
Exercisable at
September 30, 2012 410,766 $16.18 3.0 $ 3,035
Vested during
Twelve months ended
September 30, 2012 35,574 $ 370
The following table summarizes information concerning stock options
outstanding at September 30, 2012:
Shares Weighted Weighted
Range of Exercise under Average Average
Prices per Share Option Exercise Price Remaining Life
Non-exercisable:
$18.01 - $27.00 58,618 24.01 8.2
$27.01 - $32.16 11,826 32.16 7.2
70,444 $25.38 8.0 years
Exercisable:
$ 5.75 - $ 8.00 6,000 7.92 .2
$ 8.01 - $12.00 162,000 10.14 1.3
$12.01 - $18.00 117,150 14.77 2.3
$18.01 - $27.00 80,232 23.27 6.0
$27.01 - $32.16 45,384 29.90 6.2
410,766 $16.18 3.0 years
Total 481,210 $17.52 3.8 years
The aggregate intrinsic value of exercisable in-the-money options was
$4,900,000 and the aggregate intrinsic value of outstanding in-the-money
options was $5,126,000 based on the market closing price of $27.88 on
September 28, 2012 less exercise prices. Gains of $2,114,000 were realized
by option holders during the twelve months ended September 30, 2012. The
realized tax benefit from options exercised for the twelve months ended
September 30, 2012 was $811,000. Total compensation cost of options granted
but not yet vested as of September 30, 2012 was $598,000, which is expected
to be recognized over a weighted-average period of 2.9 years.
A summary of changes in restricted stock awards is presented below:
Weighted Weighted Weighted
Number Average Average Average
Of Grant Remaining Grant Date
Restricted Stock Shares Price Term (yrs) Fair Value (000's)
Outstanding at
September 30, 2009 7,650 $21.23 .3 $ 163
Granted 0 $ 0
Vested (7,530) $21.22 $ 160
Forfeited (120) $22.03 $ 3
Outstanding at
September 30, 2010 - $ - - $ -
8. Income Taxes.
The provision for income taxes for continuing operations for fiscal years
ended September 30 consists of the following (in thousands):
2012 2011 2010
Current:
Federal $2,834 3,249 3,162
State 437 566 119
3,271 3,815 3,281
Deferred 1,538 483 682
Total $4,809 4,298 3,963
A reconciliation between the amount of tax shown above and the amount
computed at the statutory Federal income tax rate follows (in thousands):
2012 2011 2010
Amount computed at statutory
Federal rate $4,256 3,864 3,760
State income taxes (net of Federal
income tax benefit) 562 473 460
Other, net (9) (39) (257)
Provision for income taxes $4,809 4,298 3,963
In this reconciliation, the category "Other, net" consists of changes in
unrecognized tax benefits, permanent tax differences related to non-
deductible expenses, special tax rates and tax credits, interest and
penalties, and adjustments to prior year estimates.
The types of temporary differences and their related tax effects that give
rise to deferred tax assets and deferred tax liabilities at September 30,
are presented below (in thousands):
2012 2011
Deferred tax liabilities:
Property and equipment $18,535 17,014
Depletion 453 436
Unrealized rents 1,608 1,384
Prepaid expenses 1,913 1,639
Gross deferred tax liabilities 22,509 20,473
Deferred tax assets:
Insurance liabilities 1,744 2,104
Employee benefits and other 2,508 1,651
Gross deferred tax assets 4,252 3,755
Net deferred tax liability $18,257 16,718
A reconciliation of the beginning and ending amount of unrecognized tax
benefits is as follows (in thousands):
2012 2011
Balance at October 1 $ 51 83
Reductions due to lapse of statute of limitations (51) (32)
Balance at September 30 $ - 51
The Company files income tax returns in the U.S. and various states which
are subject to audit for up to five years after filing.
9. Employee Benefits.
The Company and certain subsidiaries have a savings/profit sharing plan for
the benefit of qualified employees. The savings feature of the plan
incorporates the provisions of Section 401(k) of the Internal Revenue Code
under which an eligible employee may elect to save a portion (within limits)
of their compensation on a tax deferred basis. The Company contributes to a
participant's account an amount equal to 50% (with certain limits) of the
participant's contribution. Additionally, the Company may make an annual
discretionary contribution to the plan as determined by the Board of
Directors, with certain limitations. The plan provides for deferred vesting
with benefits payable upon retirement or earlier termination of employment.
The Company's cost was $669,000 in 2012, $632,000 in 2011 and $612,000 in
2010.
The Company has a Management Security Plan (MSP) for certain officers and
key employees. The accruals for future benefits are based upon the
remaining years to retirement of the participating employees and other
actuarial assumptions. Life insurance on the lives of one of the
participants has been purchased to partially fund this benefit and the
Company is the owner and beneficiary of that policy. The expense for fiscal
2012, 2011 and 2010 was $161,000, $150,000, and $143,000, respectively. The
accrued benefit under this plan as of September 30, 2012 and 2011 was
$1,232,000 and $1,169,000 respectively.
The Company provides certain health benefits for retired employees.
Employees may become eligible for those benefits if they were employed by
the Company prior to December 10, 1992, meet the service requirements and
reach retirement age while working for the Company. The plan is
contributory and unfunded. The Company accrues the estimated cost of
retiree health benefits over the years that the employees render service.
The accrued postretirement benefit obligation for this plan as of September
30, 2012 and 2011 was $361,000 and $334,000, respectively. The net periodic
postretirement benefit cost was $5,000, $18,000 and $12,000 for fiscal 2012,
2011, and 2010, respectively. The discount rate used in determining the Net
Periodic Postretirement Benefit Cost was 4.0% for 2012, 5.0% for 2011 and
5.5% for 2010. The discount rate used in determining the Accumulated
Postretirement Benefit Obligation (APBO) was 4.0% for 2012, 5.0% for 2011
and 5.5% for 2010. No medical trend is applicable because the Company's
share of the cost is frozen.
10. Business Segments.
The Company operates in three reportable business segments. The Company's
operations are substantially in the Southeastern and Mid-Atlantic states.
The transportation segment hauls petroleum and other liquids and dry bulk
commodities by tank trailers. 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.
The Company's transportation and real estate groups operate independently
and have minimal shared overhead except for corporate expenses. Corporate
expenses are allocated in fixed quarterly amounts based upon budgeted and
estimated proportionate cost by segment. Unallocated corporate expenses
primarily include stock compensation and corporate aircraft expenses.
Reclassifications to prior period amounts have been made to be comparable to
the current presentation.
Operating results and certain other financial data for the Company's
business segments are as follows (in thousands):
2012 2011 2010
Revenues:
Transportation $103,476 97,801 89,637
Mining royalty land 4,483 4,261 4,510
Developed property rentals 19,555 18,044 17,191
$127,514 120,106 111,338
Operating profit:
Transportation $ 9,107 9,602 9,716
Mining royalty land 3,905 3,507 3,696
Developed property rentals 5,497 5,874 5,126
Corporate expenses:
Allocated to transportation (1,631) (1,574)
(1,480)
Allocated to mining land (674) (650)
(588)
Allocated to developed property (1,012) (975)
(883)
Unallocated (1,091) (1,415)
(1,084)
(4,408) (4,614)
(4,035)
$ 14,101 14,369 14,503
Interest expense:
Mining royalty land $ 40 37 39
Developed property rentals 2,598 3,309 3,889
$ 2,638 3,346 3,928
Capital expenditures:
Transportation $ 10,459 6,743 6,568
Mining royalty land 11,039 - 59
Developed property rentals:
Capitalized interest 1,646 1,232 952
Internal labor 609 603 281
Real estate taxes (a) (1,209) 1,212 1,157
Other costs (b) 11,804 8,082 1,686
$ 34,348 17,872 10,703
(a)Includes a $2,311 adjustment related to a receivable on previously
capitalized real estate taxes on the Anacostia property for fiscal
2012.
(b)Net of 1031 exchange of $4,941 for fiscal 2011.
Depreciation, depletion and
amortization:
Transportation $ 6,750 6,269 6,143
Mining royalty land 112 111 103
Developed property rentals 5,729 5,222 5,053
Other 403 608 208
$ 12,994 12,210 11,507
Identifiable net assets at September 30:
Transportation $ 42,642 39,001 43,100
Discontinued Transportation Operations - 114 542
Mining royalty land 39,695 28,295 28,651
Developed property rentals 184,358 175,618 164,601
Cash items 6,713 21,026 17,151
Unallocated corporate assets 2,297 2,336 3,667
$275,705 266,390 257,712
11. Fair Value Measurements.
Fair value is defined as the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value hierarchy prioritizes
the inputs to valuation techniques used to measure fair value into three
broad levels. Level 1 means the use of quoted prices in active markets for
identical assets or liabilities. Level 2 means the use of values that are
derived principally from or corroborated by observable market data. Level 3
means the use of inputs are those that are unobservable and significant to
the overall fair value measurement.
As of September 30, 2012 the Company had no assets or liabilities measured
at fair value on a recurring or non-recurring basis. During fiscal 2011 the
corporate aircraft was placed back in service and depreciation was re-
commenced. Prior to that it was recorded at fair value based on level 2
inputs for similar assets in the current market on a non-recurring basis as
it was deemed to be other-than-temporarily impaired. The fourth quarter of
fiscal 2009 and the first quarter of fiscal 2011 included $900,000 and
$300,000, respectively, for the impairment to estimated fair value of the
corporate aircraft.
The fair value of the note receivable (see Note 15) as of September 30,
2010, approximated the unpaid principal balance based upon the interest rate
and credit risk of the note. The note was paid in full as of September 30,
2011. The fair value of all other financial instruments with the exception
of mortgage notes (see Note 3) approximates the carrying value due to the
short-term nature of such instruments.
The fair values of the Company's other mortgage notes payable were estimated
based on current rates available to the Company for debt of the same
remaining maturities. At September 30, 2012, the carrying amount and fair
value of such other long-term debt was $62,370,000 and $67,379,000,
respectively. At September 30, 2011, the carrying amount and fair value of
other long-term debt was $67,272,000 and $70,386,000, respectively.
12. Contingent Liabilities.
Certain of the Company's subsidiaries are involved in litigation on a number
of matters and are subject to certain claims which arise in the normal
course of business. The Company has retained certain self-insurance risks
with respect to losses for third party liability and property damage. There
is a reasonable possibility that the Company's estimate of vehicle and
workers' compensation liability for the transportation group or discontinued
operations may be understated or overstated but the possible range can not
be estimated. The liability at any point in time depends upon the relative
ages and amounts of the individual open claims. In the opinion of
management none of these matters are expected to have a material adverse
effect on the Company's consolidated financial condition, results of
operations or cash flows.
13. Commitments.
The Company, at September 30, 2012, had entered into various contracts to
develop real estate with remaining commitments totaling $3,294,000, and to
purchase transportation equipment for approximately $5,838,000. The Company
has committed to make an additional capital contribution of up to $31,000
dollars to Brooksville Quarry, LLC in connection with a joint venture with
Vulcan.
14. Concentrations.
The transportation segment primarily serves customers in the industries in
the Southeastern U.S. Significant economic disruption or downturn in this
geographic region or these industries could have an adverse effect on our
financial statements.
During fiscal 2012, the transportation segment's ten largest customers
accounted for approximately 52.9% of the transportation segment's revenue.
One of these customers accounted for 19.2% of the transportation segment's
revenue. The loss of any one of these customers would have an adverse effect
on the Company's revenues and income. Accounts receivable from the
transportation segment's ten largest customers was $2,988,000 and $3,115,000
at September 30 2012 and 2011, respectively.
The mining royalty land segment has one lessee that accounted for 77.2% of
the segment's revenues and $169,000 of accounts receivable at September 30,
2012. The loss of this customer would have an adverse effect on the
segment.
The Company places its cash and cash equivalents with high credit quality
institutions. At times such amounts may exceed FDIC limits.
15. Discontinued Operations.
In August 2009 the Company sold its flatbed trucking company, SunBelt
Transport, Inc. ("SunBelt"). Under the agreement, the Buyer purchased all
of SunBelt's tractors and trailers, leased the SunBelt terminal facilities
in Jacksonville, Florida for 36 months at a rental of $5,000 per month and
leased the terminal facilities in South Pittsburg, Tennessee for 60 months
at a rental of $5,000 per month with an option to purchase the Tennessee
facilities at the end of the lease for payment of an additional $100,000.
The South Pittsburgh lease was recorded as a sale under bargain purchase
accounting. The purchase price received for the tractors and trailers and
inventories was a $1 million cash payment and the delivery of a Promissory
Note requiring 60 monthly payments of $130,000 each including interest at
7%, secured by the assets of the business conveyed. As of September 30,
2011 the note receivable was fully paid and the option to purchase the South
Pittsburg facility was completed. The Company retained all pre-closing
receivables and liabilities.
SunBelt has been accounted for as discontinued operations in accordance with
ASC Topic 205-20 Presentation of Financial Statements - Discontinued
Operations. All periods presented have been restated accordingly.
In December 2010, a subsidiary of the Company, Florida Rock Properties,
Inc., closed a bargain sale of approximately 1,777 acres of land in Caroline
County, Virginia, to the Commonwealth of Virginia, Board of Game and Inland
Fisheries. The purchase price for the property was $5,200,000, subject to
certain deductions. The Company also donated $5,599,000 primarily for the
value of minerals and aggregates and recognized a $2,126,000 permanent tax
benefit. The $2,126,000 permanent tax benefit was recorded to income taxes
receivable for $303,000 and offset to long-term deferred tax liabilities of
$1,823,000. Actual realization of the $1,823,000 in deferred taxes will
depend on taxable income, income tax rates, and income tax regulations over
the 5 year carry forward period. The Company's book value of the property
was $276,000.
A summary of discontinued operations is as follows (in thousands):
2012 2011 2010
Revenue $ 50 60 84
Operating expenses (107) (302) (427)
Gain on sale before taxes - 4,665 -
Income before income taxes $ 157 5,027 511
Permanent tax benefit - 2,126 -
Provision for income taxes (60) (1,931) (196)
Income from discontinued operations $ 97 5,222 315
The amounts included in the above totals for the bargain sale is as follows
(in thousands):
2012 2011 2010
Revenue $ - - -
Operating expenses - - -
Gain on sale before taxes - 4,665 -
Income before income taxes $ - 4,665 -
Permanent tax benefit - 2,126
Provision for income taxes - (1,823) -
Income from discontinued operations $ - 4,968 -
The components of the balance sheet are as follows:
September 30, September 30,
2012 2011
Accounts receivable $ - 3
Deferred income taxes - 4
Property and equipment, net - 107
Assets of discontinued operations $ - 114
Accrued payroll and benefits - 2
Accrued liabilities, other - 3
Insurance liabilities - 29
Liabilities of discontinued operations $ - 34
16. Real Estate Held for Sale.
During the summer of 2012 Commonwealth Avenue in Jacksonville, Florida, a 50
acre site near the western beltway of Interstate-295 capable of supporting
approximately 500,000 square feet of warehouse/office build-out, was placed
under contract for sale as a reverse 1031 exchange for the purchase of
mining land near Lake Louisa, Florida. The sale closed in November, 2012
for a sale price of $2 million which will result in a gain of $1.1 million
before income taxes in fiscal 2013. Book value of the property was $732,000
at September 30, 2012 and was classified as real estate held for sale as of
September 30, 2012.
In September 2012 the Company received a non-binding letter of intent to
sell phase 1 of the Windlass Run Residential property located in
southeastern Baltimore County, Maryland. The property is expected to close
during fiscal 2013 for $7.9 million. Book value of the property was
$2,753,000 at September 30, 2012 and was classified as real estate held for
sale as of September 30, 2012.
17. Unusual or Infrequent Items Impacting Quarterly Results.
The Company reached an agreement with the District of Columbia in November
2011 concerning the assessed value of the Company's property resulting in a
credit due to the Company. The taxes previously paid relating to the
property were capitalized to the cost of the land as we are actively
pursuing development of the property. The entry to record this agreement
was to establish a receivable for the taxes and to credit the cost of the
land. It is anticipated that the $2,311,000 receivable including interest
will be collected in fiscal 2013.
Income from continuing operations for the first quarter of fiscal 2012
included a gain on termination of sale contract in the amount of $1,039,000
before income taxes for the receipt of non-refundable deposits related to
the termination of an agreement to sell the Company's Windlass Run
Residential property.
Operating profit for the developed property rentals segment includes an
expense in the fourth quarter of fiscal 2012 of $1,771,000 for an estimated
environmental remediation liability which is the lower end of the range of
estimates. The actual expense may be materially higher or lower depending
upon the determined responsibility of the prior tenant, our ability to
collect from such prior tenant and actual costs incurred.
Operating profit in the fourth quarter of fiscal 2011 decreased primarily
due to an increase in the Transportation segment's insurance and losses of
$1,204,000 due to two severe non-preventable incidents in the last four
months of fiscal 2011 combined with higher health insurance claims incurred.
Discontinued operations, net for the first quarter of fiscal 2011 included a
book gain on the exchange of property of $4,968,000 after tax (see note 15).
18. Subsequent Event.
The developed property rentals Commonwealth property was sold in November,
2012 for a sale price of $2 million which will result in a gain of $1.1
million before income taxes in fiscal 2013.
Management's Report on Internal Control Over Financial Reporting
The management of Patriot is responsible for establishing and maintaining
adequate internal control over financial reporting. Patriot's internal
control system was designed to provide reasonable assurance to the
Company's management and Board of Directors regarding the preparation and
fair presentation of published financial statements in accordance with
U.S. generally accepted accounting principles. All internal control
systems, no matter how well designed have inherent limitations. Therefore,
even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and
presentation. Patriot's management assessed the effectiveness of the
Company's internal control over financial reporting as of September 30,
2012 based on the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-
Integrated Framework. Based on this assessment, management believes that,
as of September 30, 2012, the Company's internal control over financial
reporting is effective.
Report of Independent Registered Certified Public Accounting Firm
The Shareholders and Board of Directors
Patriot Transportation Holding, Inc.
We have audited the accompanying consolidated balance sheets of Patriot
Transportation Holding, Inc. as of September 30, 2012, and 2011, and the
related consolidated statements of income, comprehensive income,
shareholder's equity, and cash flows for years ended September 30, 2012,
2011 and 2010. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Patriot
Transportation Holding, Inc. as of September 30, 2012 and 2011, and the
consolidated results of its operations and its cash flows for the years
ended September 30, 2012, 2011 and 2010 in conformity with accounting
principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of Patriot
Transportation Holding, Inc.'s internal control over financial reporting as
of September 30, 2012, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). The Company's management is responsible for
maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting
included in the accompanying Management's Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the
Company's internal control over financial reporting based on our audit.
Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk.
Our audit also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion. A company's internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles. A company's 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 the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management
and directors of the company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company's assets that could have a material effect on
the financial statements. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements.
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.
In our opinion, Patriot Transportation Holding, Inc. maintained, in all
material respects, effective internal control over financial reporting as of
September 30, 2012, based on criteria established in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).
Hancock Askew & Co., LLP
December 5, 2012
Savannah, Georgia
DIRECTORS AND OFFICERS
Directors
Thompson S. Baker II (1)
President and Chief Executive
Officer of the Company
John D. Baker II (1)
Executive Chairman
Edward L. Baker (1)
Chairman Emeritus
John E. Anderson
Former President and Chief Executive
Officer of Patriot Transportation Holding, Inc.
Charles E. Commander III (2)(4)
Retired Partner
Foley & Lardner
Luke E. Fichthorn III
Private Investment Banker,
Twain Associates
Robert H. Paul III (2)(3)(4)
Chairman of the Board of
Southeast Atlantic Capital, LLC
H. W. Shad III (2)
Owner, Bozard Ford Company
Martin E. Stein, Jr. (3)(4)
Chairman and Chief Executive Officer of
Regency Centers Corporation
James H. Winston (3)
President of LPMC of Jax, Inc. and
Citadel Life & Health Insurance Co.
________________
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
(4) Member of the Nominating Committee
Officers
John D. Baker II
Executive Chairman
Thompson S. Baker II
President and Chief Executive Officer
John D. Milton, Jr.
Executive Vice President, Treasurer, Secretary
and Chief Financial Officer
David H. deVilliers, Jr.
Vice President
President, FRP Development Corp. and
Florida Rock Properties, Inc.
John D. Klopfenstein
Controller and Chief Accounting Officer
Robert E. Sandlin
Vice President
President, Florida Rock & Tank Lines, Inc.
Patriot Transportation Holding, Inc.
200 West Forsyth Street, 7th Floor
Jacksonville, Florida, 32202
Telephone: (904) 396-5733
Annual Meeting
Shareholders are cordially invited to attend the Annual Shareholders Meeting
which will be held at 10 a.m. local time, on Wednesday, February 6, 2013, at
245 Riverside Avenue, Jacksonville, Florida, 32202.
Transfer Agent
American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, NY 10038
Telephone: 1-800-937-5449
General Counsel
Fowler White Boggs P.A.
Jacksonville, Florida
Independent Registered Certified Public Accounting Firm
Hancock Askew & Co., LLP
Savannah, Georgia
Common Stock Listed
The Nasdaq Stock Market
(Symbol: PATR)
Form 10-K
Shareholders may receive without charge a copy of Patriot Transportation
Holding, Inc.'s annual report on Form 10-K for the fiscal year ended
September 30, 2012 as filed with the Securities and Exchange Commission by
writing to the Treasurer at 200 West Forsyth Street, 7th Floor, Jacksonville,
Florida 32202. The most recent certifications by our Chief Executive
Officer, Chief Financial Officer and Chief Accounting Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to our
Form 10-K.
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.