FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30,December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-17554
PATRIOT TRANSPORTATION HOLDING, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2924957
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
1801 Art Museum Drive, Jacksonville, Florida 32207
(Address of principal executive offices)
(Zip Code)
904/396-5733
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act). Yes ________
No _X______.YES___ NO X
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of July 27, 2004: 2,929,107January 25, 2005: 2,941,475 shares of
$.10 par value common stock.
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q
QUARTER ENDED June 30,December 31, 2004
CONTENTS
Page No.
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Income 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis 87
Item 3. Quantitative and Qualitative Disclosures about Market Risks 1411
Item 4. Controls and Procedures 1412
Part II. Other Information
Item 1. Legal Proceedings 15
Item 2. Changes in Securities and Use of Proceeds 1512
Item 6. Exhibits and Reports on Form 8-K 1512
Signatures 1613
Exhibit 11 Computation of Earnings Per Share 2118
Exhibit 31 Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 2219
Exhibit 32 Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 252002. 22
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
June 30,December 31, September 30,
2004 20032004
ASSETS
Current assets:
Cash and cash equivalents $ 120 757359 199
Cash held in escrow 17,959 1,795- 16,553
Accounts receivable (including related
party of $557$287 and $359) 8,713 7,898$344) 8,864 9,761
Less allowance for doubtful accounts (624) (566)(627) (638)
Inventory 606 670669 642
Prepaid expenses and other 2,753 3,4115,038 3,549
Total current assets 29,527 13,96514,303 30,066
Property, plant and equipment, at cost 219,957 205,211237,550 224,230
Less accumulated depreciation and
depletion (73,035) (65,832)(76,926) (75,219)
Net property, plant and equipment 146,922 139,379
Assets held for sale - 5,883160,624 149,011
Other assets 6,386 5,9896,777 6,317
Total assets $182,835 165,216$181,704 185,394
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,459 4,7283,928 3,072
Federal and state income taxes 6,112 6payable 2,104 6,799
Accrued liabilities 5,249 4,941
Liabilities associated with assets held for sale4,737 5,512
Short-term notes payable - 605,914
Long-term debt due within one year 4,445 1,4851,835 1,802
Total current liabilities 19,265 11,22012,604 23,099
Long-term debt 44,461 57,81649,988 41,185
Deferred income taxes 15,234 10,76011,667 15,767
Accrued insurance reserves 5,722 5,7225,689 5,689
Other liabilities 1,606 1,669
Commitments and contingencies (Note 9)1,612 1,567
Shareholders' equity:
Preferred stock, no par value;
5,000,000 shares authorizedauthorized; none issued - -
Common stock, $.10 par value;
25,000,000 shares authorized,
2,929,1072,941,475 and 2,932,7082,929,075 shares issued
and outstanding, respectively 293294 293
Capital in excess of par value 5,338 6,06526,184 25,784
Retained earnings 90,916 71,67173,666 72,010
Total shareholders' equity 96,547 78,029100,144 98,087
Total liabilities and shareholders' equity $182,835 165,216$181,704 185,394
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)
THREE MONTHS NINE MONTHS
ENDED
JUNE 30, ENDED JUNE 30,
2004 2003DECEMBER 31,
2004 2003
Revenues:
Related parties $ 1,680 1,830 4,503 4,650
Non-related parties 27,990 24,997 81,237 70,837
29,670 26,827 85,740 75,487Transportation $27,035 23,771
Real estate 4,339 3,913
Total revenues (including related party
revenue of $1,535 and $1,832, respectively) 31,374 27,684
Cost of operations 23,681 21,850 69,519 62,59325,457 22,461
Gross profit 5,989 4,977 16,221 12,8945,917 5,223
Selling, general and
administrative expense 2,276 2,018 6,650 6,006
Recovery of non-recurring charges
related to closed subsidiary - (5) - (29)expenses 2,400 2,219
Operating profit 3,713 2,964 9,571 6,917
Other income 284 - 378 -3,517 3,004
Interest expense, net (915) (899) (2,869) (2,623)(803) (985)
Income before income taxes 3,082 2,065 7,080 4,2942,714 2,019
Provision for income taxes (1,169) (805) (2,690) (1,674)(1,058) (788)
Income from continuing operations 1,913 1,260 4,390 2,6201,656 1,231
Discontinued operations (Note 6):
Income from operations, net of tax 32 86 191 286
Gain on sale of properties,
net of tax 9,009 - 14,664 -87
Net income $10,954 1,346 19,245 2,906Income $ 1,656 1,318
Earnings per common share:share-basic:
Income from continuing operations - basic $ .65$.56 .42 1.50 .85
- diluted $ .64 .41 1.47 .85
Discontinued operations - basic $ 3.09 .03
5.07 .10Net income $.56 .45
Earnings per common share-diluted:
Income from continuing operations $.55 .41
Discontinued operations - diluted $ 3.04 .03
4.99 .09
Net income-basic $ 3.74 .45 6.57 .95
Net income-diluted $ 3.68income $.55 .44
6.46 .94
AverageNumber of shares outstanding
- basic 2,929 3,015 2,931 3,067
- diluted 2,979 3,054 2,977 3,098used in computing:
Basic earnings per common share 2,932 2,933
Diluted earnings per common share 3,000 2,983
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINETHREE MONTHS ENDED JUNE 30,DECEMBER 31, 2004 AND 2003
(In thousands)
(Unaudited)
2004 2003
Cash flows from operating activities:
Net income $19,245 2,906$ 1,656 1,318
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation, depletion and amortization 9,173 8,9633,095 3,056
Deferred income taxes 4,342 (289)(3,530) -
Gain on disposition of property, plantreal estate and equipment (23,789) (100)(162) (203)
Tax benefit from stock option exercise 73 4
Net changes in operating assets and liabilities:
Accounts receivable (765) 23886 (65)
Prepaid expenses and other current assets 730 468(1,516) (274)
Accounts payable and accrued liabilities 5,278 (1,910)(489) (2,704)
Income taxes payable (4,695) 671
Net change in insurance reservereserves and other
liabilities (64) 7445 11
Other net 51 47assets (577) (323)
Net cash (used in) provided by operating activities 14,201 10,182(5,214) 1,491
Cash flows from investing activities:
Purchase of property plant and equipment (16,870) (17,657)
Additions to other assets (818) (502)(14,840) (950)
Cash held in escrow (16,164)16,553 -
Proceeds from sale of property plant and equipment and other assets 30,196 1,117412 308
Net cash used inprovided by (used in) investing activities (3,656) (17,042)2,125 (642)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 2,113 8,500
4,600
Net increase (decrease) increase in revolving debt (17,512) 10,0001,243 (8,362)
Repayment of long-term debt (1,443) (991)
Repurchase of Company stock (2,509) (6,118)(434) (447)
Exercise of employee stock options 1,782 412327 31
Net cash provided by (used in) provided by financing activities (11,182) 7,9033,249 (278)
Net (decrease) increase in cash and cash equivalents (637) 1,043160 571
Cash and cash equivalents at beginning of year 199 757 529
Cash and cash equivalents at end of the period $ 120 1,572359 1,328
See accompanying notes.
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,DECEMBER 31, 2004
(Unaudited)
(1) Basis of Presentation. The accompanying condensed consolidated
financial statements include the accounts of Patriot Transportation
Holding, Inc. and its subsidiaries (the "Company"). These
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for
interim financial information and the instructions to Form 10-Q and
do not include all the information and footnotes required by
accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of
management, all adjustments (primarily consisting of normal
recurring accruals) considered necessary for a fair presentation of
the results for the interim periods have been included. Operating
results for the three months and nine months ended June 30,December 31, 2004 are not
necessarily indicative of the results that may be expected for the
fiscal year ending September 30, 2004.2005. The accompanying
condensed
consolidated financial statements and the information included
under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations"Analysis" should be
read in conjunction with the Company's consolidated financial
statements and related notes included in the Company's Form 10-K
for the year ended September 30, 2003.2004.
Certain reclassifications have been made to the Fiscal 2003 consolidated2004
financial statements to conform to the presentation adopted in
Fiscal 2004.2005.
(2) Recent Accounting Pronouncements. In December 2003,2004, the FASB
issued a revised Statement No. 132 "Employers' Disclosures about Pensions and Other
Postretirement Benefits.123 "Share-Based Payment." (SFAS
123R) This Statement retainsestablishes standards for the disclosure
requirements ofaccounting for
transactions in which an entity exchanges its equity instruments
for goods and services, and affects the original Statement, which it replaces, and requires
additional disclosures about the assets, obligations, cash flows and net
periodic benefit cost of defined benefit pension plans and other defined
benefit postretirementCompany's accounting for
its stock option plans. The annual financial statement disclosures
arestandard is effective for the Company
forat the fiscal year ended September 30,
2004. For the three and nine months ended June 30, 2004 and 2003, no
postretirement benefit income or expense was recorded.beginning of its fourth quarter (July 1, 2005). The Company
doesintends to use the modified prospective application, and therefore
at the effective date compensation costs shall be included in the
determination of net income for all new, modified, repurchased, or
cancelled awards and all prior awards whose requisite service
conditions have not expectbeen met. Compensation costs to be required to make cash contributions for fiscal 2004.expensed
upon adoption are the grant-date fair value of the stock option
awards.
(3) Business Segments. The Company has identified two business
segments, each of which is managed separately along product lines.
The Company's operations are substantially in the Southeastern and
Mid-Atlantic states.
The transportation segment hauls liquid and dry commodities by
motor carrier. The real estate segment owns real estate of which a
substantial portion is under mining royalty agreements or leased.
The real estate segment also holds certain other real estate for
investment and is developing commercial and industrial properties.
Operating results and certain other financial data for the
Company's business segments are as follows (in thousands):
Three Months ended
Nine Months ended
June 30, June 30,
2004 2003December 31,
2004 2003
Revenues:
Transportation $25,585 23,079 73,637 65,057$ 27,035 23,771
Real estate 4,085 3,748 12,103 10,430
$29,670 26,827 85,740 75,4874,339 3,913
$ 31,374 27,684
Operating profit
Transportation $ 1,641 967 4,108 2,0351,450 1,346
Real estate 2,435 2,346 6,609 5,9932,486 2,062
Corporate expenses (363) (349) (1,146) (1,111)(419) (404)
$ 3,713 2,964 9,571 6,9173,517 3,004
Identifiable assets:
June 30, Sept.assets December 31, September 30,
2004 20032004
Transportation $ 41,076 45,05544,916 42,479
Real estate 140,472 116,269135,181 125,030
Cash items 120 2,552359 16,752
Unallocated corporate assets 1,167 1,340
$182,835 165,2161,248 1,133
$181,704 185,394
(4) Long-Term debt. Long-term debt is summarized as follows (in
thousands):
June 30,December 31, September 30,
2004 ____2003 ____2004
Revolving Credit,
Uncollateralized, payable
in 2005variable
rate $ 2,488 20,0004,444 3,201
Construction loan - 6.17% 4,826 2,713
5.7% to 9.5% mortgage notes
payable in installments
through 2020 46,418 39,361
48,906 59,36142,553 42,987
51,823 48,901
Less portion due in one year 4,445 1,545
$44,461 57,8161,835 7,716
$49,988 41,185
The Company has a $37,000,000 uncollaterized Revolving Credit
Agreement with four banks which was to terminate on December 31,
2004. On November 10, 2004, the Company and the four banks entered
into an Amended and Restated Revolving Credit Agreement (the
Revolver) which will terminate on December 31, 2009. The Revolver
bears interest at an initial rate of 1% over the selected LIBOR.
The margin rate may change quarterly based on the Company's ratio
of Consolidated Total Debt to Consolidated Total Capital. An
initial 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 restrictive covenants including limitations on paying cash
dividends.
(5) Related Party Transactions. The Company, through its
transportation subsidiaries, hauls commodities by tank and flatbed
trucks for Florida Rock Industries, Inc. (FRI). Charges for these
services are based on prevailing market prices. Other wholly owned
subsidiaries lease certain construction aggregates mining and other
properties to FRI. In addition, the Company outsources certain
administrative functions to FRI, including some administrative, human resource, legalresources
and otherrisk management services.
During 2004, the Company closed on previously announced agreements to
sell three tracts of land to FRI as follows:
Lake City, Florida. On March 30, 2004, a subsidiary sold a parcel of
land and improvements containing approximately 6,321 acres in Suwannee
and Columbia Counties, near Lake City, Florida to a subsidiary of FRI
for $13,000,000 in cash, resulting in a gain of $5,655,000 after income
taxes of $3,465,000. The sales price was approved by the Company's Audit
Committee after considering among other factors, an independent
appraisal, the current use of the property and consultation with
management.
Springfield, Virginia. On May 7, 2004 a subsidiary of the Company sold
108 acres of land located in the northwest quadrant of I-395 and I-495
at Edsall Road in Springfield, Virginia to FRI for $15,000,000 in cash
resulting in a gain of $8,009,000, after income taxes of $4,909,000. The
sales price was approved by a committee of independent directors of the
Company after review of a development feasibility study and other
materials, consultation with management and advice of independent
counsel.
Miami, Florida. Also on May 7, 2004, a subsidiary of the Company sold a
935 acre parcel of property in Miami, Florida to FRI for $1,628,000 in
cash, resulting in a gain of $1,000,000, after income taxes of $614,000.
The property is principally composed of mined-out lakes, mitigation
areas, 145 acres of mineable land and 32 acres of roads and railroad
track right-of-ways. The terms of the sale were approved by the
Company's Audit Committee after considering, among other factors, the
terms of the existing lease agreement and consultation with management.
See Note (6) for further information regarding the accounting for the
sales of these properties as discontinued operations.
(6) Discontinued operations. As discussed in Note (5), during the nine
months ended June 30,During fiscal year 2004, the Company
sold three tracts of land that were accounted for as discontinued
operations in accordance with Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" (SFAS 144).
The gains from the sales of these properties of $14,664,000, net of
income taxes of $8,988,000, have been recorded as discontinued
operations.
The results of operations of these properties, consisting of
royalty and rental income, operating expenses and depreciation,
have been reclassified to discontinued operations. Income from the
disposed properties, net of income taxes, was $32,000 and $191,000$87,000 for the
quarter and nine months ended June 30, 2004 and $86,000 and $286,000 for
the three and nine months ended June 30, 2003, respectively. All periods
presented haveDecember 31, 2003. This period has been restated
accordingly.
(7) Cash held in escrow.Earnings per share. The proceedsfollowing details the denominators of
the property sales discussed in
Note 5 were placed in escrow in anticipation of reinvesting these
proceeds in tax deferred exchangesbasic and diluted earnings per common share computations.
THREE MONTHS
ENDED DECEMBER 31,
2004 2003
Denominator for basic earnings per share -
Weighted average shares outstanding 2,931,832 2,933,203
Shares issuable under Section 1031 of the United
States Internal Revenue Code.
In April 2004, $11,350,000 of the escrowed funds from the Lake City
property sale were used to purchase two existing commercial
warehouse/distribution buildings totaling 303,000 square feet and an
adjacent 8.75 acre lot located in Newark, Delaware.
The Company has three escrow accounts, consisting of $1,468,000
remaining from the Lake City property sale, $1,614,000 from the Miami,
Florida property sale, and $14,877,000 from the Springfield, Virginia
property sale. The escrowed funds must remain in the escrow accounts in
order to preserve the Section 1031 opportunities until the earlier of
(i) the date the identified property is purchased, (ii) the date all the
identified properties in each account becomes unavailable, or (iii) the
expiration of the 180 day qualifying period. The qualifying period ends
on September 26, 2004,stock options
which are potentially dilutive 68,279 50,294
Denominator for $1,468,000 of the escrowed funds and November
2, 2004, for $16,491,000 of the escrowed funds.diluted earnings per share 3,000,111 2,983,497
(8) Repurchase of Company Stock. During the quarter and nine months
ended June 30, 2004, the Company repurchased and retired 11,001 and
77,501 shares of its common stock for $376,000 and $2,509,000,
respectively, under a plan approved by the Board of Directors.
(9) Stock-Based Compensation Plan. The Company accounts for its
stock-
basedstock-based employee compensation plans under the recognition and
measurement principles of APB Opinion No. 25, "Accounting for Stock
Issued to Employees", and related interpretations. No stock-based
employee compensation cost is reflected in net income, as all
options granted under those plans had an exercise price equal to
the market value of the underlying common stock on the date of
grant. The following table illustrates the effect on net income and
earnings per share if the company had applied the fair value
recognition provisions of FASB Statement No. 123, "Accounting for
Stock-Based Compensation", to stock-
basedstock-based employee compensation.
Three Months ended
Nine Months ended
(Amounts in thousands) June 30, June 30,
2004 2003December 31,
2004 2003
Net income, as reported $10,954 1,346 19,245 2,906$ 1,656 1,318
Deduct: Total stock-based
employee compensation
expense determined under
fair value based method
for all awards, net of
income taxes 121 125 338 417related tax effects 225 189
Pro forma net income $10,833 1,221 18,907 2,489$ 1,431 1,129
Earnings per share:
BasicBasic-as reported $ .56 .45
Basic-pro forma $ .49 .38
Diluted - as reported $ 3.74 .45 6.57 .95
Basic.55 .44
Diluted - pro forma $ 3.70 .40 6.45 .81
Diluted as reported $ 3.68 .44 6.46 .94
Diluted pro forma $ 3.64 .40 6.35 .80
(10) Contingencies and Commitments..48 .38
(9) Contingent liabilities. Certain of the Company's subsidiaries
are involved in litigation on a number of matters and are subject
to certain claims thatwhich arise in the normal course of business. The
Company has retained certain self-insurance risks with respect to
losses for third party liability and property damage. In the
opinion of management based in part on advice of legal counsel, none of these matters are expected to have a
materiallymaterial adverse effect on the Company's consolidated financial
condition, results of operations or cash flows.
In December 2003, the Company committed to develop a 145,000 square foot
build to suit warehouse/office building pursuant to a 15 year triple net
lease. This project is expected to cost approximately $14,900,000. The
Company is also committed to purchase approximately $4,000,000 in
transportation equipment.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OPERATING RESULTS.
The Company's operations are influenced by a number of external and
internal factors. External factors include levels of economic and
industrial activity in the United States and the Southeast,
petroleum product usage in the Southeast which is driven in part by
tourism and commercial aviation, fuel costs, driver availability
and cost, regulations regarding driver qualifications and hours of
service, construction activity, FRIFRI's sales from the Company's
mining properties, interest rates and demand for commercial
warehouse/officewarehouse space in the Baltimore/Washington area. Internal factors
include revenue mix, capacity utilization, auto and workers'
compensation accident frequencies and severity, other operating
factors, administrative costs, and construction costs of new
projects.
During Fiscal 2003,2004, the transportation segment's ten largest
customers accounted for approximately 38%39% of the transportation
segment's revenue. The loss of any one of these customers could
have an adverse effect on the Company's revenues and income.
Financial results of the Company for any individual quarter are not
necessarily indicative of the results to be expected for the year.
Comparative Results of Operations for the Three Months Operating Results
ForEnded
December 31, 2004 and 2003
Consolidated Results. - Net income for the thirdfirst quarter of Fiscalfiscal
2005 was $1,656,000, compared to $1,318,000 for the same period
last year. Net income for the first quarter of 2004 consolidated revenues were
$29,670,000,included
$87,000 in income from discontinued operations. Fully diluted
earnings per share for the first quarter of fiscal 2005 was $0.55
compared to $0.44 in the first quarter of fiscal 2004, an increase
of $2,843,000 or 10.6%25.6%.
Transportation
Three Months Ended December 31
(dollars in thousands) ___2004 % 2003 %
Transportation revenue $ 24,675 91% 23,021 97%
Fuel surcharges 2,360 9% 750 3%
Revenues 27,035 100% 23,771 100%
Compensation and benefits 10,685 40% 9,915 42%
Fuel expenses 4,899 18% 3,209 13%
Insurance and losses 3,233 12% 2,751 12%
Depreciation expense 1,981 7% 2,025 9%
Other, net 2,806 10% 2,712 11%
Cost of operations 23,604 87% 20,612 87%
Gross profit $ 3,431 13% 3,159 13%
Revenues First Quarter 2005 vs First Quarter 2004 - Transportation
segment revenues were $27,035,000 in the first quarter of 2005, an
increase of $3,264,000 over the same quarter last year. Fuel
surcharges accounted for $1,610,000 of the increase, resulting from
higher diesel fuel costs during the quarter compared to the same
quarter last year. Excluding fuel surcharges, revenue per mile
increased 5.1%, reflecting better pricing for our services. Revenue
miles in the current quarter were up 2.0% compared to the first
quarter of 2004.
Expenses First Quarter 2005 vs First Quarter 2004 - The
transportation segment'sTransportation segment cost of operations in the first quarter of
2005 increased $2,992,000 to $23,604,000, as compared to
$20,612,000 in the same quarter last year. The primary factors for
the increase are higher diesel fuel costs and an increase in risk
and health insurance costs. Our average diesel fuel cost per gallon
increased 41.3% in the first quarter of 2005 compared to the same
quarter last year.
Real Estate
Three Months Ended December 31
(dollars in thousands) ___2004 % 2003 %
Royalties and rent $ 1,425 33% 1,465 37%
Developed property rentals 2,914 67% 2,448 63%
Property sales - 0% - 0%
Total Revenue 4,339 100% 3,913 100%
Mining and land rent expenses 357 8% 492 13%
Developed property management 1,496 34% 1,358 35%
Cost of property sold - 0% - 0%
Cost of Operations 1,853 43% 1,850 47%
Gross profit $ 2,486 57% 2,063 53%
Revenues First Quarter 2005 vs First Quarter 2004 - Real Estate
segment revenues for the thirdfirst quarter of Fiscal
2004fiscal 2005 were
$25,585,000,$4,339,000, an increase of $2,506,000$426,000 or 10.9% over the same quarter
last year. ThisLease revenue from developed properties increased
$466,000 or 19.0%, due to a 25.4% increase in occupied square feet
resulting from the purchase of two completed buildings in March
2004 and the purchase of one building in early November 2004. These
purchases added 491,000 square feet, of which 339,000 was leased
during the first quarter of fiscal 2005. Royalties from mining
operations decreased as a result of a 5.0% increase in
miles hauled and improved revenue per mile over the same quarter last
year. The increase in miles hauled resulted primarily from a 12.1%
increase in miles hauled in the flatbed division, reflecting higher
demand, primarily for construction materials. Revenues per mile, net of
fuel surcharges, increased 3.2% in the tankline division and 8.5% in the
flatbed division, reflecting improved business conditions, and better
equipment utilization. Fuel surcharges accounted for $498,000 or 19.9%
of the overall increase in revenue.
Real estate revenues were $4,085,000 for the third quarter of Fiscal
2004, an increase of $337,000 or 9.0% from the third quarter of Fiscal
2003. Royalties from mining contracts decreased $77,000 or 4.8%
primarily due to a 4.5%7.5% decrease in tons of stone materials sold as
compared to the same quarter last year.
Revenues from flex office-
warehouse propertiesExpenses First Quarter 2005 vs First Quarter 2004 - Real estate
segment expenses increased $416,000 or 19.3%, primarily dueslightly to a
28.0% increase in average leased square feet. The increase in leased
square feet is attributable to the completion of a 200,200 square foot
build-to-suit flex office/warehouse in August 2003 and the April 2004
purchase of two existing commercial warehouse/distribution buildings,
comprising 303,000 square feet. Of this new space, 352,200 average
square feet were leased$1,853,000 during the quarter ended June 30, 2004.
Consolidated gross profit for the thirdfirst
quarter of 2004 was $5,989,000,
an increase of $1,012,000 or 20.3% from the third quarter of last year.
Gross profit in the transportation segment increased $922,000 or 35.0%
achieved by the increased revenue and a steady level of fixed costs.
Gross profit in the real estate segment increased $90,000 or 3.8% from
the third quarter of 2003 primarily due to the gross profit derived from
the additional leased space.
Selling, general and administrative expense increased $258,000 or 12.8%
for the third quarter of 2004fiscal 2005, compared to the same period last year. The
increase is primarily due to the accrual of management incentive
compensation, which is based on the Company achieving certain
profitability targets. Selling, general and administrative expense as a
percent of consolidated revenues, was 7.7% in the third quarter of 2004
as compared to 7.5% the same quarter last year.
Income from continuing operations was $1,913,000 or $.64 per diluted
share for the third quarter of Fiscal 2004, an increase of $653,000 from
the same quarter last year.
Income from discontinued operations of $9,041,000 net of income taxes
was recorded during the quarter, primarily as a result of the net gain
on sale of properties to a related party for $16,628,000.
Net income was $10,954,000 or $3.68 per diluted share for the third
quarter of Fiscal 2004 compared to $1,346,000 or $.44 per diluted share$1,850,000 for the same quarter
last year. Nine Month's Operating Results.
For the first nine months of Fiscal 2004, consolidated revenues were
$85,740,000, an increase of $10,253,000 or 13.6% over the same period
last year.
The transportation segment's revenues for the first nine months of
Fiscal 2004 were $73,637,000, an increase of $8,580,000 or 13.2% over
the same period last year. The revenue increase is primarily dueExpenses related to a
5.6% increase in miles hauled in the tankline division and a 21.6%
increase in miles for the flatbed division. These increases reflect
higher customer demand over the same period last year. Revenue per mile,
net of fuel surcharges,development activities increased 2.5%, reflecting moderate price
increases, particularly in the flatbed division. Fuel surcharges
accounted for $761,000 or 8.9% of the increased revenue.
Real estate revenues were $12,103,000 for the first nine months of 2004,
an increase of $1,673,000 or 16.0% from the first nine months of 2003.
Royalties from mining contracts increased $393,000 or 9.9% primarily
resulting from an increase in mined materials sold. Revenues from flex
office-warehouse properties increased $1,349,000 or 21.1%, primarily due
to a 20.2% increase in average leased square feet. The increase in
leased square feet is attributable to the completion of a 200,200 square
foot build-to-suit flex office/warehouse in August 2003 and the April
2004 purchase of two existing commercial warehouse/distribution
buildings, comprising 303,000 square feet. Of this new space, 251,000
average square feet were leased during the nine months ended June 30,
2004.
Consolidated gross profit increased $3,327,000 or 25.8% for the first
nine months as compared to the same period last year. Gross profit in
the transportation segment increased $2,710,000 or 39.3% as
a result of the increased revenue and steady level of fixed costs.
Gross profit in the real estate segment increased $617,000 or 10.3% from
the first nine months of 2004 due to increased royalties from mining
operations, as well as gross profits from the additional leased space.
Selling, general and administrative expense increased $644,000 or 10.7%
for the first nine months of 2004 compared to the same period last year.new building additions. The increase is primarily due to the accrual of management incentive
compensation, which is based on the Company achieving certain
profitability targets. Selling, general and administrative expensein development
expenses was offset by a decrease in depletion costs as a percentresult of
consolidated revenuesthe reduced mining sales.
Consolidated Gross Profit - Consolidated gross profit was
7.8% compared to 8.0% last year.
The Company recorded an income tax provision of $2,690,000$5,917,000 in the first nine monthsquarter of 2004fiscal 2005 compared to
$1,674,000$5,223,000 in the same period last year.
The effective tax rate decreasedyear, an increase of 13.3%.
Consolidated selling, general and administrative expense - Selling,
general and administrative expenses were consistent quarter to
38% in 2004 from 39% in 2003.
Income from continuing operationsquarter. SG&A expense was $4,390,000 or $1.47 per diluted
share7.6% of revenue for the first nine monthsquarter of
Fiscal 2004fiscal 2005 compared to $2,620,000 or
$.85 per diluted share8.0% for the same period last year.
Income from discontinuedcontinuing operations for the nine months ended June 30,
2004- Income from continuing
operations was $14,855,000 net of income taxes, primarily as a result of the
net gain from sale of two rental properties and a mining property to a
related party for $26,628,000.
Net income was $19,245,000$1,656,000 or $6.46$0.55 per diluted share forin the first
nine
monthsquarter of Fiscal 2004fiscal 2005, an increase of $425,000 or 34.6% compared
to $2,906,000$1,231,000 or $.94$0.41 per diluted share forin the same period last
year.
Summary and Outlook
The Company'sDiscontinued Operations - During fiscal 2004 the Company had three
sales of real estate and transportation businesses are both
experiencing an improved economic climatethat have been accounted for as discontinued
operations, in accordance with SFAS 144. The income from the
operations of these components have been reflected in the
consolidated income statement as income from discontinued
operations, net of income taxes.
The after-tax net income from the operations of the sold properties
was $87,000 during the first quarter of fiscal 2004.
Net income - As a result of a
strengthening regional and national economy. While low interest rates
continuethe forgoing, net income increased to
enhance overall business conditions, the Company's real
estate development operations are encountering stronger levels of
inquiry from prospective tenants for the Company's flexible
office/warehouse product.
Demand for hauling services has also strengthened for the Company's
transportation business. Improved demand and pricing is especially
occurring for the Company's flatbed trucking operations, which haul
primarily construction materials. Operating pressures from volatile
diesel fuel costs, tight driver availability, and burdensome health and
liability insurance costs will continue to challenge the trucking
industry. Such expense pressure$1,656,000 in the facefirst quarter of improving freight demand
should leadfiscal 2005 from $1,318,000 in
the same period last year. Diluted earnings per share increased to
continued price increases for hauling services.$0.55 in the first quarter of fiscal 2005 from $0.44 in the same
period last year.
Liquidity and Capital Resources
For the first ninethree months of Fiscal 2004, operating cash flow of
$14,201,000 and $8,500,000 from a secured borrowing allowed2005, the Company used cash
held in escrow and borrowings under its Revolver and construction
loan to repay $18,955,000finance its operating activities and the purchase of
$14,840,000 in long term debtproperty and to repurchase Company stock
for $2,509,000.equipment. At JuneSeptember 30, 2004, $34,512,000the
Company had $16,553,000 of cash from the sales of real estate
during fiscal 2004, which were placed in escrow in anticipation of
using the funds in an Internal Revenue Code Section 1031 tax-
deferred exchange. A portion of the funds were used to purchase
land and buildings for $7,200,000. The remaining funds were used
primarily to pay income taxes due on the gains from sales of
properties that were not tax-deferred.
The Company has a $37,000,000 revolving line of credit (Revolver)
under which $32,556,000 was available underat December 31, 2004. During
first quarter of fiscal 2005, the $37 million Revolver.Company renewed the Revolver with
substantially the same terms and conditions, except that the
termination date was extended to December 31, 2009.
The Board of Directors has authorized Management to repurchase
shares of the Company's common stock from time to time as
opportunities arise. During the first nine monthsAs of FiscalDecember 31, 2004, the Company repurchased
77,501 shares for $2,509,000. The Company has approximately $3,492,000$3,490,000 was
authorized for theto repurchase of the Company's common stock as of June
30, 2004.stock.
In December 2003, the Company committed to develop a 145,000 square
foot build-to-suit warehouse/office building pursuant to a 15 year
triple net lease. This project is expected to cost approximately
$14,900,000. The Company intends to finance the project through a
construction loan and the Company's existing Revolver. The terms of
the construction financing are for borrowings not to exceed
$11,800,000 for a period not to exceed 18 months converting to a 15
year non-recourse mortgage at project completion. Interest rate is
6.12%6.17% for both the construction and mortgage loans. As of June 30, 2004, the Company is committed to purchase approximately
$4,000,000 in transportation equipment, for replacement and fleet
expansion purposes. These purchases are expected to occur over the next
six months.
During the second quarter of 2004, approximately $1,795,000 in funds
held in escrow at September 30, 2003 received from the sale of a mining
property in September 2003 became unrestricted, as a suitable 1031
exchange property was not found. The cash was used to repay amounts dueBorrowings
under the Revolver and the related tax liability was transferred to
current taxes payable.
At June 30, 2004, the Company had $17,959,000 of cash held in escrow
resulting from the sales of property to FRI. The Company has three
escrow accounts, consisting of $1,468,000 remaining from the Lake City,
Florida property sale, $1,614,000 from the Miami, Florida property sale,
and $14,877,000 from the Springfield, Virginia property sale. It was the
intention of the Company to reinvest these proceeds in tax deferred
exchanges under Section 1031 of the Internal Revenue Code. Several
exchange properties were identified for each sale and the Company is
currently evaluating each of the remaining available properties. The
period allowed under Section 1031 for reinvestment ends on September 26,
2004, for $1,468,000 of the escrowed funds and November 2, 2004, for
$16,491,000 of the escrowed funds.
Subsequent to June 30, 2004, three of the four properties identified for
the Springfield, Virginia proceeds became unavailable. As a result,
approximately $7,700,000 of the gain recognized from that sale will not
be tax deferred and the related tax liability of $2,926,000 has been
reclassified as current taxes payable in the accompanying balance sheet
as of June 30,construction loan totaled $4,826,0000 at December 31,
2004. However, the Company intends to keep the associated
funds in the escrow account until the earlier of (i) the date the
remaining identified property is purchased, (ii) the date the remaining
identified property becomes unavailable, or (iii) the expiration of the
180 day qualifying period on November 2, 2004.
Reinvestment of the proceeds from these transactions is expected to
facilitate the Company's long term plan to build and own a portfolio of
successful rental properties. For additional information see Note 5 of
Notes to Condensed Consolidated Financial Statements.
While the Company is affected by environmental regulations, such
regulations are not expected to have a major effect on the
Company's capital expenditures or operating results.
Based on current expectations, managementManagement believes that its internally
generated cash flow and access to credit facilities are sufficient on a
current and long term basis to meet the liquidity requirements necessary
to fund operations, capital requirements and debt service. The $37
million Revolver matures in January 2005 and the Company expectsis financially postured to renew the credit facility under substantially the same termsbe
able to take advantage of external and conditions.internal growth
opportunities in both our real estate and transportation segments.
Forward-Looking Statements. Certain matters discussed in this
report contain forward-looking statements that are subject to risks
and uncertainties that could cause actual results to differ
materially from these indicated by such forward-looking statements.
These forward-
lookingforward-looking statements relate to, among other things,
capital expenditures, liquidity, capital resources and competition
and may be indicated by words or phrases such as "anticipate",
"estimate", "plans", "projects", "continuing", "ongoing",
"expects", "management believes", "the Company believes", "the
Company intends" and similar words or phrases. The following
factors and others discussed in the Company's periodic reports and
filings with the Securities and Exchange Commission are among the
principal factors that could cause actual results to differ
materially from the forward-looking statements: driver availability
and cost; regulations regarding driver qualificationsqualification and hours of
service; availability and terms of financing; freight demand for
petroleum products including recessionary and terrorist impacts on
travel in the Company's markets; freight demand for building and
construction materials in the Company's markets; risk insurance
markets; competition; general economic conditions; demand for
flexible warehouse/office facilities in the Baltimore/Washington D.C.
area; interest rates; levels of construction activity in FRI's
markets; fuel costs; and inflation. However, this list is not a
complete statement of all potential risks or uncertainties.
These forward-looking statements are made as of the date hereof
based on management's current expectations, and the Company does
not undertake an obligation to update such statements, whether as a
result of new information, future events or otherwise. Additional
information regarding these and other risk factors may be found in
the Company's other filings made from time to time with the
Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS
There are no material changes to the disclosures made in Form 10-K
for the fiscal year ended September 30, 20032004 with respect to this
item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. As required by
Rule 13A-15 under the Exchange Act, as of the end of the period
covered by this report, the Company carried out an evaluation of
the effectiveness of the design and operation of the Company's
disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of the
Company's management, including the Company's President and Chief
Executive Officer, Chief Financial Officer and Chief Accounting
Officer. The evaluation conducted by the Company's President and
Chief Executive Officer, Chief Financial Officer and Chief
Accounting Officer has provided them with reasonable assurance that
the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the
Company required to be included in the Company's periodic SEC
filings.
Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to
be disclosed in Company reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange
Commission's rule and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in Company reports
filed under the Exchange Act is accumulated and communicated to
management, including the Company's Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer as appropriate, to
allow timely decisions regarding required disclosures.
Changes in internal controls. There have been no changes in
internal controls or in other factors that could significantly
affect these controls during the quarter, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
See Note 9 to the Condensed Consolidated Financial Statements
included in this Form 10-Q.
Item 2. Changes in Securities and use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
(c)
Total
Number of
Shares (d)
Purchased Approximate
(a) As Part of Dollar Value of
Total (b) Publicly Shares that May
Number of Average Announced Yet Be Purchased
Shares Price Paid Plans or Under the Plans
Period Purchased per Share Programs or Programs (1)
April 1
through
April 30 3,600 $ 31.606 3,600 $ 3,754,000
May 1
through
May 31 300 $ 31.641 300 $ 3,745,000
June 1
through
June 30 7,100 $ 35.700 7,100 $ 3,492,000
Total 11,000 $ 34.249 11,000
(1) In December, 2003, the Board of Directors authorized management to
expend up to $6,000,000 to repurchase shares of the Company's common
stock from time to time as opportunities arise.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The response to this item is submitted as a
separate Section entitled "Exhibit Index", starting on
page 18.11.
(b) Reports on Form 8-K. On April 27, 2004, the Company filed a
Form 8-K reporting under Items 7, 9 and 12, a press release
announcing its earnings for the second quarter of the Fiscal
year ending September 30, 2004.
On April 5,November 16, 2004, the Company
filed a Form 8-K reporting under Item 51.01, Item 2.03
and Item 9.01 that a subsidiary of the Company closed on the sale of a
parcel of landentered into an amended
and improvements containing approximately 6,321
acres in Suwannee and Columbia Counties, Florida.restated Revolving Credit Agreement with Wachovia
Bank, National Association.
On MayDecember 7, 2004, the Company filed a Form 8-K
reporting under Items 5Item 2.02 and 7 thatItem 9.01, a subsidiary ofpress
release announcing its earnings for the fourth quarter
and Fiscal year ended September 30, 2004.
On December 14, 2004, the Company closed onfiled a Form 8-K
reporting under Item 7.01, certain matters relating to
potential liabilities associated with the sale of two parcels of property.Company's
Profit Sharing and Deferred Earnings Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
July 29, 2004February 1, 2005 PATRIOT TRANSPORTATION HOLDING, INC.
John E. Anderson
John E. Anderson
President and Chief Executive
Officer
Ray M. Van Landingham_Landingham
Ray M. Van Landingham
Vice President Finance &
Administration and Chief
Financial Officer
Gregory B. Lechwar
Gregory B. Lechwar
Controller and Chief
Accounting Officer
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30,DECEMBER 31, 2004
EXHIBIT INDEX
(3)(a)(1) Articles of Incorporation of Patriot Transportation
Holding Inc., incorporated by reference to the
corresponding exhibit filed with Form S-4 dated
December 13,1988. File No. 33-26115.
(3)(a)(2) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary
of State of Florida on February 19, 1991 incorporated
by reference to the corresponding exhibit filed with
Form 10-K for the fiscal year ended September 30,
1993. File No. 33-26115.
(3)(a)(3) Amendments to the Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary
of State of Florida on February 7,1995, incorporated
by reference to an appendix to the Company's Proxy
Statement dated December 15, 1994. File No. 33-26115.
(3)(a)(4) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc., filed with the Florida
Secretary of State on May 6, 1999 incorporated by
reference to a form of such amendment filed as Exhibit
4 to the Company's Form 8-K dated May 5, 1999. File
No. 33-26115.
(3)(a)(5) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary
of State of Florida on February 21, 2000, incorporated
by reference to the corresponding exhibit filed with
Form 10-Q for the quarter ended March 31, 2000. File
No. 33-26115.
(3)(b)(1) Restated Bylaws of Patriot Transportation Holding,
Inc. adopted December 1, 1993, incorporated by
reference to the corresponding exhibit filed with Form
10-K for the fiscal year ended September 30, 1993.
File No. 33-26115.
(3)(b)(2) Amendment to the Bylaws of Patriot Transportation
Holding, Inc. adopted August 3, 1994, incorporated by
reference to the corresponding exhibit filed with Form
10-K for the fiscal year ended September 30, 1994.
File No. 33-26115.
(3)(b)(3) AmendmentAmendments to the Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary
of State of State of Florida on February 7, 1995,
incorporated by reference to an appendix to the
Company's Proxy Statement dated December 15, 1994.
File No. 33-26115.
(3)(b)(4) Amendment to the Restated Bylaws of Patriot
Transportation Holding, Inc. adopted May 5, 2004,
incorporated by reference to an exhibit filed with
Form 10-Q for the quarter ended June 30, 2004. File
No. 33-26115.
(4)(a) Articles III, VII and XII of the Articles of
Incorporation of Patriot Transportation Holding, Inc.,
incorporated by reference to an exhibit filed with
Form S-4 dated December 13, 1988. And amended
Article III, incorporated by reference to an exhibit
filed with Form 10-K for the fiscal year ended
September 30, 1993. And Articles XIII and XIV,
incorporated by reference to an appendix filed with
the Company's Proxy Statement dated December 15, 1994.
File No. 33-26115.
(4)(b) Specimen stock certificate of Patriot Transportation
Holding, Inc., incorporated by reference to an exhibit
filed with Form S-4 dated December 13, 1988. File
No. 33-26115.
(4)(c) Amended and Restated Revolving Credit Agreement dated
as of January 9,
2002November 10, 2004 among Patriot Transportation
Holding, Inc. as Borrower, the Lenders from time to
time party theretohereto and SunTrustWachovia Bank, National
Association as Administrative Agent, incorporated by
reference to an exhibit filed withthe Company's Form 10-Q for the quarter ended December 31, 2001.8-K dated November 16,
2004. File No. 33-26115.
(4)(d) The Company and its consolidated subsidiaries have
other long-term debt agreements, none of which exceed
10% of the total consolidated assets of the Company
and its subsidiaries, and the Company agrees to
furnish copies of such agreements and constituent
documents to the Commission upon request.
(4)(e) Rights Agreement, dated as May 5, 1999 between the
Company and First Union National Bank, incorporated by
reference to Exhibit 4 to the Company's Form 8-K dated
May 5, 1999. File No. 33-26115.
(10)(a) Various lease backs and mining royalty agreements with
Florida Rock Industries, Inc., none of which are
presently believed to be material individually, except
for the Mining Lease Agreement dated September 1,
1986, between Florida Rock Industries Inc. and Florida
Rock Properties, Inc., successor by merger to Grandin
Land, Inc. (see Exhibit (10)(c)), but all of which may
be material in the aggregate, incorporated by
reference to an exhibit filed with Form S-4 dated
December 13, 1988. File No. 33-26115.
(10)(b) License Agreement, dated June 30, 1986, from Florida
Rock Industries, Inc. to Florida Rock & Tank Lines,
Inc. to use "Florida Rock" in corporate names,
incorporated by reference to an exhibit filed with
Form S-4 dated December 13, 1988. File No. 33-26115.
(10)(c) Mining Lease Agreement, dated September 1, 1986,
between Florida Rock Industries, Inc. and Florida Rock
Properties, Inc., successor by merger to Grandin Land,
Inc., incorporated by reference to an exhibit
previously filed with Form S-4 dated December 13,
1988. File No. 33-26115.
(10)(d) Summary of Medical Reimbursement Plan of Patriot
Transportation Holding, Inc., incorporated by
reference to an exhibit filed with Form 10-K for the
fiscal year ended September 30, 1993. File No. 33-26115.33-
26115.
(10)(e) Summary of Management Incentive Compensation Plans,
incorporated by reference to an exhibit filed with
Form 10-K for the fiscal year ended September 30,
1994. File No. 33-26115.
(10)(f) Management Security Agreements between the Company and
certain officers, incorporated by reference to a form
of agreement previously filed (as Exhibit (10)(I))
with Form S-4 dated December 13, 1988. File No.
33-26115.
(10)(g)(1) Patriot Transportation Holding, Inc. 1995 Stock Option
Plan, incorporated by reference to an appendix to the
Company's Proxy Statement dated December 15, 1994.
File No. 33-26115.
(10)(g)(2) Patriot Transportation Holding, Inc. 2000 Stock Option
Plan, incorporated by reference to an appendix to the
Company's Proxy Statement dated December 15, 1999.
File No. 33-26115.
(10)(h) Purchase and Sale Agreement dated February 6, 2002
between Florida Rock Industries, Inc. and Florida
Rock Properties, Inc., incorporated by reference to
an exhibit filed with Form 10-Q for the quarter
ended December 31, 2001.
(10)(i) Purchase and Sale Agreement dated August 25, 2003
between Florida Rock Properties, Inc. and Florida
Rock Industries, Inc., incorporated by reference to
an exhibit filed with Form 10-K for the year ended
September 30, 2003.
(10)(j) Agreement of Purchase and Sale dated October 21, 2003
between FRP Bird River, LLC and The Ryland Group,
Inc., incorporated by reference to an exhibit filed
with formForm 10-K for the year ended September 30, 2003.
(10)(k) Purchase and Sale Agreement dated March 30, 2004
between Florida Rock Properties, Inc. and Mule Pen
Quarry Corporation, incorporated by reference to an
exhibit filed with Form 10-Q for the quarter ended
March 31, 2004.File No. 33-26115.
(11) Computation of Earnings Perper Common Share.
(14) Financial Code of Ethical Conduct between the
Company,applicable to Chief
Executive Officers and Financial Managers, adopted
December 4, 2002, incorporated by reference to an
exhibit filed with Form 10-K for the year ended
September 30, 2003. File No. 33-26115.
(31)(a) Certification of John E. Anderson.
(31)(b) Certification of Ray M. Van Landingham.
(31)(c) Certification of Gregory B. Lechwar.
(32) Certification of Chief Executive Officer, Chief
Financial Officer, and Chief Accounting Officer
pursuant to 18 U.S.C. Section 1350, Adoptedadopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.