Quarterly Report (10-q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2022

[_]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________ to _________

Commission File Number: 001-36605

_____________________

PATRIOT TRANSPORTATION HOLDING, INC.

(Exact name of registrant as specified in its charter)

_____________________

Florida		47-2482414
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 W. Forsyth St., 7th Floor, Jacksonville, florida		32202
(Address of principal executive offices)		(Zip Code)

904-396-5733

(Registrant’s telephone number, including area code)

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $.10 par value		PATI		NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [_]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [x] No [_]Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]

Non-accelerated filer [ ]		Smaller reporting company [x]

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [x]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Class				February 10, 2023
	Common Stock				3,526,489

PATRIOT TRANSPORTATION HOLDING, INC.

FORM 10-Q

QUARTER ENDED DECEMBER 31, 2022

CONTENTS

Page No.

Preliminary Note Regarding Forward-Looking Statements		3

	Part I. Financial Information

Item 1.	Financial Statements
	Consolidated Balance Sheets	4
	Consolidated Statements of Income & Comprehensive Income	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statements of Shareholders’ Equity	7
	Condensed Notes to Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures about Market Risks	17

Item 4.	Controls and Procedures	17

	Part II. Other Information

Item 1A.	Risk Factors	18

Item 2.	Purchase of Equity Securities by the Issuer	18

Item 6.	Exhibits	18

Signatures		19

Exhibit 31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	21

Exhibit 32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	24

Preliminary Note Regarding Forward-Looking Statements.

Certain matters discussed in this report contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements.

These forward-looking statements relate to, among other things, capital expenditures, liquidity, capital resources and competition and may be indicated by words or phrases such as “anticipate”, “estimate”, “plans”, “projects”, “continuing”, “ongoing”, “expects”, “management believes”, “the Company believes”, “the Company intends” and similar words or phrases. The following factors and others discussed in the Company’s periodic reports and filings with the Securities and Exchange Commission are among the principal factors that could cause actual results to differ materially from the forward-looking statements: freight demand for petroleum products including the impact of the COVID-19 pandemic and “stay home” orders, as well as increased vehicle fuel efficiency, other impacts on the COVID-19 pandemic on our operations and financial results; the increased popularity of electric vehicles; recessionary and terrorist impacts on travel in the Company’s markets; 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, including regulations regarding the transportation industry and regulations intended to reduce greenhouse gas emissions; cyber-attacks; availability and terms of financing; competition in our markets; interest rates, and inflation and general economic conditions. However, this list is not a complete statement of all potential risks or uncertainties.

These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events or otherwise. Additional information regarding these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.

PART I. FINANCIAL INFORMATION, ITEM 1. FINANCIAL STATEMENTS

PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

		December 31,		September 30,
Assets		2022			2022
Current assets:
Cash and cash equivalents	$	7,808			8,302
Accounts receivable (net of allowance for doubtful accounts of $71 and $68, respectively)		5,737			5,296
Inventory of parts and supplies		1,037			1,006
Prepaid tires on equipment		1,555			1,486
Prepaid taxes and licenses		287			378
Prepaid insurance		3,538			3,927
Prepaid expenses, other		148			163
Total current assets		20,110			20,558

Property and equipment, at cost		74,183			72,816
Less accumulated depreciation		53,215			52,567
Net property and equipment		20,968			20,249

Operating lease right-of-use assets		3,422			2,424
Goodwill		3,637			3,637
Intangible assets, net		506			556
Other assets, net		139			142
Total assets	$	48,782			47,566

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	2,057			1,964
Federal and state taxes payable		791			594
Accrued payroll and benefits		3,047			3,208
Accrued insurance		986			1,053
Accrued liabilities, other		300			1,010
Operating lease liabilities, current portion		890			884
Total current liabilities		8,071			8,713

Operating lease liabilities, less current portion		2,918			1,705
Deferred income taxes		3,631			3,631
Accrued insurance		1,476			1,476
Other liabilities		848			854
Total liabilities		16,944			16,379
Commitments and contingencies		—			—
Shareholders’ Equity:
Preferred stock, 5,000,000 shares authorized, of which 250,000 shares are designated Series A Junior Participating Preferred Stock; $0.01 par value; None issued and outstanding		—			—
Common stock, $.10 par value; (25,000,000 shares authorized; 3,501,289 and 3,484,004 shares issued and outstanding, respectively)		350			348
Capital in excess of par value		40,118			39,958
Accumulated deficit		(8,705	)		(9,190	)
Accumulated other comprehensive income, net		75			71
Total shareholders’ equity		31,838			31,187
Total liabilities and shareholders’ equity	$	48,782			47,566

See notes to consolidated financial statements.

PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME & COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	THREE MONTHS ENDED
	DECEMBER 31,
	2022			2021

Operating revenues	$	22,850			20,571

Cost of operations:
Compensation and benefits		10,205			9,084
Fuel expenses		3,320			2,718
Repairs & tires		1,354			1,216
Other operating		689			744
Insurance and losses		1,984			1,810
Depreciation expense		1,274			1,477
Rents, tags & utilities		648			673
Sales, general & administrative		2,327			2,465
Corporate expenses		495			533
Gain on sale of terminal sites		—			(8,330	)
Gain on disposition of PP&E		(66	)		(360	)
Total cost of operations		22,230			12,030

Total operating income		620			8,541

Interest income and other		65			1
Interest expense		(4	)		(5	)

Income before income taxes		681			8,537
Provision for income taxes		196			2,098

Net income	$	485			6,439

Unrealized investment gain, net		4			—

Comprehensive income	$	489			6,439


Earnings per common share:
Net income -
Basic		0.14			1.88
Diluted		0.14			1.74

Number of shares (in thousands) used in computing:
-basic earnings per common share		3,490			3,419
-diluted earnings per common share		3,532			3,701

See notes to consolidated financial statements.

PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED DECEMBER 31, 2022 AND 2021

(In thousands)

(Unaudited)


	Three months ended December 31,
		2022		2021
Cash flows from operating activities:
Net income	$	485		6,439
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,422		1,615
Non-cash lease expense		230		273
Gain on asset dispositions		(66	)	(8,717	)
Stock-based compensation		45		57
Net changes in operating assets and liabilities:
Accounts receivable		(441	)	551
Inventory of parts and supplies		(31	)	(72	)
Prepaid expenses		426		566
Other assets		7		3
Accounts payable and accrued liabilities		(845	)	(956	)
Income taxes payable and receivable		197		2,097
Operating lease liabilities		(9	)	(243	)
Long-term insurance liabilities and other long-term liabilities		(6	)	(8	)
Net cash provided by operating activities		1,414		1,605

Cash flows from investing activities:
Purchase of property and equipment		(2,132	)	(948	)
Proceeds from the sale of property, plant and equipment		107		9,840
Net cash (used in) provided by investing activities		(2,025	)	8,892

Cash flows from financing activities:
Dividends paid		—		(12,808	)
Expired stock options		(10	)	—
Proceeds from exercised stock options		127		112
Net cash provided by (used in) financing activities		117		(12,696	)

Net decrease in cash and cash equivalents		(494	)	(2,199	)
Cash and cash equivalents at beginning of period		8,302		10,899
Cash and cash equivalents at end of the period	$	7,808		8,700


Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	4		4
Income taxes		—		2
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease liabilities		1,228		1,453

See notes to consolidated financial statements.

PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED DECEMBER 31, 2022 AND 2021

(In thousands)

(Unaudited)


							(Accum.			Accumulated
				Capital in			Deficit)			Other		Total
	Common Stock			Excess of			Retained			Comprehensive		Shareholders'
	Shares		Amount	Par Value			Earnings			Income, net		Equity


Balance as of October 1, 2021	3,415,643	$	342	$	39,257		$	(3,572	)	$	89	$	36,116

Stock-based compensation	—		—		57			—			—		57
Exercise of stock options	16,253		1		111			—			—		112
Expired stock options											—		—
Cash dividends paid ($3.75 per share)	—		—		—			(12,808	)		—		(12,808	)
Net income	—		—		—			6,439			—		6,439
UR investments gains, net											—		—
Balance as of December 31, 2021	3,431,896	$	343	$	39,425		$	(9,941	)	$	89	$	29,916

Balance as of October 1, 2022	3,484,004	$	348	$	39,958		$	(9,190	)	$	71	$	31,187

Stock-based compensation	—		—		45			—			—		45
Exercise of stock options	17,285		2		125			—			—		127
Expired stock options	—		—		(10	)		—			—		(10	)
Cash dividends
Net income	—		—		—			485			—		485
Unrealized investment gains, net	—		—		—			—			4		4
Balance as of December 31, 2022	3,501,289	$	350	$	40,118		$	(8,705	)	$	75	$	31,838

PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022

(Unaudited)

(1) Description of Business and Basis of Presentation.

Description of Business

Company’s Business. The business of the Company, conducted through our wholly owned subsidiary, Florida Rock & Tank Lines, Inc., is to transport petroleum and other liquids and dry bulk commodities. We do not own any of the products we haul; rather, we act as a third party carrier to deliver our customers’ products from point A to point B, using predominantly Company employees driving Company owned tractors and tank trailers. Approximately 86% of our business consists of hauling liquid petroleum products (mostly gas and diesel fuel) from large scale fuel storage facilities to our customers’ retail outlets (e.g., convenience stores, truck stops and fuel depots) where we off-load the product into our customers’ fuel storage tanks for ultimate sale to the retail consumer. The remaining 14% of our business consists of hauling dry bulk commodities such as cement, lime and various industrial powder products, water and liquid chemicals. In December 2022, we employed 316 revenue-producing drivers who operated our fleet of 268 Company tractors (excluding 3 being prepared for sale), 43 owner operators and 419 trailers from our 17 terminals and 6 satellite locations in Florida, Georgia, Alabama, and Tennessee.

Basis of Presentation

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 statement of the results for the interim periods have been included. Operating results for the three months ended December 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2023. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the audited financial statements and notes for the year ended September 30, 2022.

Operating Revenues

Our revenues are primarily based on a set rate per volume of product hauled to arrive at a desired rate per mile traveled. The rate also incorporates the cost of fuel at an assumed price plus fuel surcharges to address the fluctuation in fuel prices. Over time, the fuel surcharge tables in the industry have become so numerous and varied, both by carriers and customers, that they have simply become a part of the overall rating structure to arrive at that desired price per mile by market. We consider fuel surcharge revenue to be revenue from services rather than other revenues. As a result, the Company determined there is no reason to report fuel surcharges as a separate revenue line item and fuel surcharges are reported as part of Operating revenues.

(2) Recently Issued Accounting Standards. None.

(3) Related Party Agreements. The Company provides FRP Holdings, Inc. (FRP) certain services including the services of certain shared executive officers. FRP may be considered a related party due to common significant shareholder ownership and shared common officers. A written agreement exists outlining the terms of such services and the boards of the respective companies amended and extended this agreement for one year effective April 1, 2022.

The consolidated statements of income reflect charges and/or allocation to FRP Holdings, Inc. for these services of $223,000 and $253,000 for the three months ended December 31, 2022 and 2021, respectively. These charges to FRP are reflected as a reduction to the Company’s corporate expenses.

We employ an allocation method to allocate said expenses and thus we believe that the allocations to FRP are a reasonable approximation of the costs related to FRP’s operations, but any such related-party transactions cannot be presumed to be carried out on an arm’s-length basis.

(4) Long-Term debt. The Company had no long-term debt outstanding at December 31, 2022 and September 30, 2022. On July 6, 2021, Patriot Transportation Holding, Inc. (the “Company”) entered into the 2021 Amended and Restated Credit Agreement (the “The Amended and Restated Credit Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”). The Amended and Restated Credit Agreement modifies the Company's prior Credit Agreement with Wells Fargo, dated January 30, 2015, as amended by that certain First Amendment dated December 28, 2018. The Amended and Restated Credit Agreement establishes a five-year revolving credit facility with a maximum facility amount of $15 million, with a separate sublimit for standby letters of credit. The credit facility limit may be increased to $25 million upon request by the Company, subject to the lender's discretion and the satisfaction of certain conditions. The interest rate under the Amended and Restated Credit Agreement is 1.10% over the Secured Overnight Financing Rate (“SOFR”). A commitment fee of 0.12% per annum is payable quarterly on the unused portion of the commitment. The Amended and Restated Credit Agreement contains certain conditions, affirmative financial covenants and negative covenants including a minimum tangible net worth of $25 million. As of December 31, 2022, we had no outstanding debt borrowed on this revolver, $1,854,000 in commitments under letters of credit and $13,146,000 available for additional borrowings. The letter of credit fee is 1% and the applicable interest rate for borrowings would have been 5.4% on December 31, 2022.

This credit agreement contains certain conditions, affirmative financial covenants and negative covenants including a minimum tangible net worth. The Company was in compliance with all of its loan covenants as of December 31, 2022. As of December 31, 2022, the tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $2,690,000 combined.

(5) Earnings per 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.

The following details the computations of the basic and diluted Earnings per common share (dollars and shares in thousands, except per share amounts):


	Three Months ended
	December 31,
	2022		2021
Weighted average common shares outstanding during the period - shares used for basic earnings per common share		3,490		3,419

Common shares issuable under share based payment plans which are potentially dilutive		42		282

Common shares used for diluted earnings per common share		3,532		3,701

Net income	$	485		6,439

Earnings per common share:
-basic	$	0.14		1.88
-diluted	$	0.14		1.74

For the three months ended December 31, 2022, 241,188 shares attributable to outstanding stock options, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three months ended December 31, 2021, no shares attributable to outstanding stock options, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

(6) Stock-Based Compensation Plans.

Participation in FRP Plans

Prior to the Company’s spin-off from FRP Holdings, Inc. (FRP) in January 2015, the Company's directors, officers and key employees previously were eligible to participate in FRP's 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.

Post Spin-Off Patriot Incentive Stock Plan

As part of the spin-off transaction, the Board of Directors of the Company adopted the Patriot Transportation Holding, Inc. Incentive Stock Plan (“Patriot Plan”) in January, 2015. In exchange for all outstanding FRP options held on January 30, 2015, existing Company directors, officers and key employees holding option grants in the FRP Stock Option Plan(s) were issued new grants in the Patriot and FRP Plans based upon the relative value of Patriot and FRP immediately following the completion of the spin-off with the same remaining terms. All related compensation expense has been allocated to the Company (rather than FRP) and included in corporate expenses. The number of common shares available for future issuance in the Patriot Plan was 35,811 at December 31, 2022.

On November 15, 2021, the Company paid an extraordinary dividend of $3.75 per share to all shareholders of record. In accordance with Section 4.2 of the 2006 Stock Incentive Plan, Section 11 of the 2014 Equity Incentive Plan, and Section 409A of the Internal Revenue Code, the Company has adjusted the terms of all stock option grants outstanding and the stock appreciation rights as of the close of business on November 15, 2021.

In December 2016, the Company approved and issued a long-term performance incentive to an officer in the form of stock appreciation rights. As adjusted for the extraordinary dividend the Company granted 257,009 stock appreciation rights. The adjusted market price of the grant was $8.66, and the executive will get a cash award at age 65 based upon the stock price at that date compared to the adjusted market price of $8.66 but in no event will the award be less than $500,000. The Company is expensing the fair value of the award over the 9.1 year vesting period to the officer’s attainment of age 65, with periodic adjustments to the liability estimate based upon changes in the assumptions used to calculate the liability. The accrued liability under this plan as of December 31, 2022 and 2021 was $409,000 and $379,000, respectively.

The Company recorded the following Stock compensation expense in its consolidated statements of income (in thousands):


	Three Months ended
	December 31,
	2022		2021
Stock option grants	$	45		57
Annual director stock award		—		—
Stock based compensation	$	45		57

A summary of Company stock options is presented below (in thousands, except share and per share amounts):Summary of stock options

				Weighted	Weighted		Weighted
	Number			Average	Average		Average
	of			Exercise	Remaining		Grant Date
Options	Shares			Price	Term (yrs)		Fair Value

Outstanding at October 1, 2022	777,752		$	7.44	5.3	$	1,731
Expired	(10,174	)		7.31			(22	)
Exercised	(17,285	)		7.31			(50	)
Outstanding at December 31, 2022	750,293		$	7.44	5.2	$	1,659

Exercisable at December 31, 2022	599,867		$	7.77	4.7	$	1,413

Vested during three months ended December 31, 2022	100,104					$	185

The aggregate intrinsic value of exercisable Company options was $306,000 and the aggregate intrinsic value of all outstanding in-the-money options was $446,000 based on the Company’s market closing price of $7.03 on December 30, 2022 less exercise prices.

The realized tax benefit from option exercises during the three months ended December 31, 2022 was $4,000. The unrecognized compensation expense of Patriot options granted as of December 31, 2022 was $310,000, which is expected to be recognized over a weighted-average period of 2.3 years.

(7) 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 of those that are unobservable and significant to the overall fair value measurement.

At December 31, 2022 and September 30, 2022, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and other financial instruments approximate their fair value based upon the short-term nature of these items.

(8) Contingent liabilities. The Company is involved in litigation on a number of matters and is 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 may be understated or overstated but the possible range cannot 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 financial condition, results of operations or cash flows.

(9) Concentrations.

Market: The Company primarily serves customers in the petroleum industry in the Southeastern U.S. Significant economic disruption or downturn in this geographic region or within the industry could have an adverse effect on our financial statements.

Customers: During the first three months of fiscal 2023, the Company’s ten largest customers accounted for approximately 59.5% of our revenue and one of these customers accounted for 18.2% of our revenue. Accounts receivable from the ten largest customers was $2,990,000 and $2,861,000 at December 31, 2022 and September 30, 2022 respectively. The loss of any one of these customers could have a material adverse effect on the Company’s revenues and income.

Deposits: Cash and cash equivalents are comprised of cash and an FDIC insured investment account at Wells Fargo Bank, N.A. and U.S. Treasury bills. The balance in the cash account may exceed FDIC limits.

(10) Unusual or Infrequent Items Impacting Results. On October 18, 2021, we completed the disposition of the Company’s terminal located in Tampa, Florida to Amazon.com Services LLC for a sale price of $9,600,000. The Company reported an after-tax gain of $6,281,000 on the sale. The $6.3 million net income from this sale increased our ability to pay dividends under our credit agreement’s tangible net worth covenant to approximately $13 million.

On November 9, 2022, we extended our corporate headquarters’ lease for five years starting 5/1/23 and recorded the net modification of $1,087,000 in operating lease right-of-use assets, $1,233,000 in operating lease liabilities and $146,000 in receivables for tenant improvement allowance.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our annual report on Form 10-K. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including the risks and uncertainties described in “Forward-Looking Statements” below and “Risk Factors” on page 7 of our annual report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this quarterly report on Form 10-Q, unless required by law.

Overview

The business of the Company, conducted through our wholly owned subsidiary, Florida Rock & Tank Lines, Inc., is to transport petroleum and other liquids and dry bulk commodities. We do not own any of the products we haul, rather, we act as a third party carrier to deliver our customers’ products from point A to point B predominately using Company employees driving Company owned tractors and tank trailers. Approximately 86% of our business consists of hauling liquid petroleum products (mostly gas and diesel fuel) from large scale fuel storage facilities to our customers’ retail outlets (e.g., convenience stores, truck stops and fuel depots) where we off-load the product into our customers’ fuel storage tanks for ultimate sale to the retail consumer. The remaining 14% of our business consists of hauling dry bulk commodities such as cement, lime and various industrial powder products, water and liquid chemicals. In December 2022, we employed 316 revenue-producing drivers who operated our fleet of 268 Company tractors (excluding 3 being prepared for sale), 43 owner operators and 419 trailers from our 17 terminals and 6 satellite locations in Florida, Georgia, Alabama, and Tennessee. We experience increased seasonal demand in Florida in the spring and in most of our other locations during the summer months.

Our industry is characterized by such barriers to entry as the time and cost required to develop the capabilities necessary to handle hazardous material, the resources required to recruit, train and retain drivers, substantial industry regulatory and insurance requirements and the significant capital investments required to build a fleet of equipment, establish a network of terminals and, in recent years, the cost to build and maintain sufficient information technology resources to allow us to interface with and assist our customers in the day-to-day management of their product inventories.

Our industry is experiencing a severe shortage of qualified professional drivers with a tenured safe driving career. The trend we are seeing is that more and more of the applicants are drivers with little to no experience in the tank truck business, short driving careers in other lines of trucking, poor safety records and a pattern of job instability in their work history. As a result, in many markets we serve it is difficult to grow the driver count and, in some cases, to even maintain our historical or desired driver counts.

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, driver availability and cost, government regulations regarding driver qualifications and limitations on the hours drivers can work, petroleum product demand in the Southeast which is driven in part by tourism and commercial aviation, and fuel costs. Internal factors include revenue mix, equipment utilization, Company imposed restrictions on hiring drivers under the age of 21 or drivers without at least one year of driving experience, auto and workers’ compensation accident frequencies and severity, administrative costs, and group health claims experience.

To measure our performance, management focuses primarily on revenue growth, revenue miles, operating revenue per mile, our preventable accident frequency rate (“PAFR”), our operating ratio (defined as our operating expenses as a percentage of our operating revenue), turnover rate (excluding drivers related to terminal closures) and average driver count (defined as average number of revenue producing drivers including owner operators under employment over the specified time period) as compared to the same period in the prior year.

ITEM	Three months ended December 31, 2022 vs. 2021
Operating Revenues	Up 11.1%
Revenue Miles	Down 5.5%
Revenue Per Mile	Up 17.5%
PAFR (incidents per 1M miles) goal of 1.87	1.55 vs. 2.93
Operating Ratio	97.3% vs. 58.5%
Driver Turnover Rate	73.7% vs. 80.0%
Avg. Driver Count incl. owner operators	Down 2.0%

First Quarter Highlights

Operating revenue per mile was up $.66, or 17.5%, due to rate increases and an improved business mix.

Comparative Results of Operations for the Three Months ended December 31, 2022 and 2021

	Three months ended December 31
(dollars in thousands)		2022	%		2021	%

Revenue miles (in thousands)		5,158			5,457

Operating revenues		22,850	100.0	%	20,571	100.0	%

Cost of operations:
Compensation and benefits		10,205	44.7	%	9,084	44.2	%
Fuel expenses		3,320	14.5	%	2,718	13.2	%
Repairs & tires		1,354	5.9	%	1,216	5.9	%
Other operating		689	3.0	%	744	3.6	%
Insurance and losses		1,984	8.7	%	1,810	8.8	%
Depreciation expense		1,274	5.6	%	1,477	7.2	%
Rents, tags & utilities		648	2.8	%	673	3.3	%

Sales, general & administrative		2,327		10.2	%	2,465		12.0	%
Corporate expenses		495		2.2	%	533		2.6	%
Gain on sale of terminal sites		—		0.0	%	(8,330	)	-40.5	%
Gain on disposition of PP&E		(66	)	-0.3	%	(360	)	-1.8	%
Total cost of operations		22,230		97.3	%	12,030		58.5	%

Total operating profit	$	620		2.7	%	8,541		41.5	%

The Company reported net income of $485,000, or $.14 per share for the quarter ended December 31, 2022, compared to $6,439,000, or $1.74 per share, in the same quarter last year which included $6,281,000, or $1.70 per share, from after tax gains on real estate sales.

Revenue miles were down 299,000, or 5.5%, over the same quarter last year due to a lower average driver count partially resulting from the closure of our Nashville location. Operating revenues for the quarter were $22,850,000, up $2,279,000 from the same quarter last year due to rate increases, higher fuel surcharges and an improved business mix. Operating revenue per mile was up $.66, or 17.5%.

Compensation and benefits increased $1,121,000, mainly due to the increases in driver compensation offset by a lower driver count and non-driver personnel reductions. Fuel expense increased $602,000 due to higher diesel prices. Insurance and losses increased $174,000. Depreciation expense was down $203,000 in the quarter. In this quarter the gain on sale of terminal sites was $0 versus $8,330,000 from the sale of Tampa in last year’s 1st quarter. Gain on sale of assets was $66,000 versus $360,000 in the same quarter last year.

As a result, operating profit this quarter was $620,000 compared to $8,541,000 in last year’s 1^st quarter.

Liquidity and Capital Resources. The Company maintains its operating accounts with Wells Fargo Bank, N.A. and these accounts directly sweep overnight against the Wells Fargo revolver. As of December 31, 2022, we had no debt outstanding on this revolver, $1,854,000 letters of credit and $13,146,000 available for additional borrowings. The Company expects our fiscal year 2023 cash generation to cover the cost of our operations and our budgeted capital expenditures.

Cash Flows - The following table summarizes our cash flows from operating, investing and financing activities for each of the periods presented (in thousands of dollars):

	Three months
	Ended December 31,
	2022			2021
Total cash provided by (used for):
Operating activities	$	1,414			1,605
Investing activities		(2,025	)		8,892
Financing activities		117			(12,696	)
Decrease in cash and cash equivalents	$	(494	)		(2,199	)

Outstanding debt at the beginning of the period		—			—
Outstanding debt at the end of the period		—			—

Operating Activities - Net cash provided by operating activities (as set forth in the cash flow statement) was $1,414,000 for the three months ended December 31, 2022, compared to $1,605,000

in the same period last year. The total of net income plus depreciation and amortization and less gains on sales of property and equipment increased $2,231,000 versus the same period last year. These changes are described above under "Comparative Results of Operations." These changes comprise the majority of the increase in net cash provided by operating activities.

Investing Activities – Investing activities include the purchase of property and equipment, any business acquisitions and proceeds from sales of property and equipment upon retirement. For the three months ended December 31, 2022, cash used in investing activities was $2,025,000 which included the purchase of plant, property and equipment net of the proceeds from retirements. For the three months ended December 31, 2021, cash provided by investing activities was $8,892,000 which included the proceeds from retirements net of the purchase of plant, property and equipment.

Financing Activities – Financing activities primarily include net changes to our outstanding revolving debt, proceeds from the sale of shares of common stock through employee equity incentive plans, and dividends. For the three months ended December 31, 2022, cash provided by financing activities was $117,000 due to proceeds from exercised stock options offset by expired stock options. For the three months ended December 31, 2021, cash used in financing activities was $12,696,000 primarily due to dividends paid. We had no outstanding long-term debt on December 31, 2022 or 2021.

Credit Facilities - The Company has a five-year credit agreement with Wells Fargo Bank N.A. which provides a $15 million revolving line of credit with a $10 million sublimit for stand-by letters of credit. The amounts outstanding under the credit agreement bear interest at a rate of 1.1% over the Secured Overnight Financing Rate (“SOFR”), which may change quarterly based on the Company’s ratio of consolidated total debt to consolidated total capital. A commitment fee of 0.12% per annum is payable quarterly on the unused portion of the commitment. The credit agreement contains certain conditions and financial covenants, including a minimum tangible net worth. As of December 31, 2022, the tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $2,690,000 combined.

Cash Requirements - The Company currently expects its fiscal 2023 capital expenditures to be approximately $12.0 million for replacement equipment which we expect to be fully funded by our cash generated from our operations. The amount of capital expenditures through December 31, 2022 were $2,132,000.

Summary and Outlook. The goal in FY 2022 remained on increasing revenues to allow us to raise driver pay, improve our retention and increase our margins, all of which were accomplished. We were able to add some quality new business with both existing and new customers in a few markets throughout the first quarter and hope to see that trend continue in 2023. Inflation continues to challenge us and we continue to successfully negotiate additional rate increases with most of our customers on our existing book of business and will seek to replace business where the rate negotiations do not allow us to cover our higher expenses.

Our balance sheet remained stable with $7.8 million of cash and cash equivalents as of December 31, 2022, with no outstanding debt. We replaced 9 tractors during the quarter. For the remainder of fiscal 2023 we are planning to replace 64 tractors (29 are replacing lease units) and ~10 trailers and anticipate a total capital expenditure of ~$12 million in fiscal 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Interest Rate Risk - We are exposed to the impact of interest rate changes through our variable-rate borrowings under the credit agreement. Under the Wells Fargo revolving credit line, the applicable spread for borrowings at December 31, 2022 was 1.1% over SOFR.

Commodity Price Risk - The price and availability of diesel fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather, global politics and other market factors. Historically, we have been able to recover a significant portion of fuel price increases from our customers in the form of fuel surcharges. The typical fuel surcharge table provides some margin contribution at higher diesel fuel prices but also results in some margin erosion at the lower diesel fuel prices. The price and availability of diesel fuel can be unpredictable as well as the extent to which fuel surcharges can be collected to offset such increases.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

The Company also maintains a system of internal accounting controls over financial reporting that are designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving the desired control objectives.

As of December 31, 2022, the Company, under the supervision and with the participation of the Company's management, including the CEO, CFO and CAO, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on this evaluation, the Company’s CEO, CFO and CAO concluded that the Company's disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in periodic SEC filings.

There have been no changes in the Company’s internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A.

RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2022, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER

						(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)
	October 1 through October 31		—	$	—		—	$	5,000,000

	November 1 through November 30		—	$	—		—	$	5,000,000

	December 1 through December 31		—	$	—		—	$	5,000,000

	Total		—	$	—		—

(1)

On February 4, 2015, the Board of Directors authorized management to expend up to $5,000,000 to repurchase shares of the Company’s common stock from time to time as opportunities arise. To date, the Company has not repurchased any common stock of the Company.

Item 6. EXHIBITS

(a)

Exhibits. The response to this item is submitted as a separate Section entitled "Exhibit Index", on page 20.

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.

		PATRIOT TRANSPORTATION HOLDING, INC.


Date: February 14, 2023	By	ROBERT E. SANDLIN
		Robert E. Sandlin
		President and Chief Executive Officer
		(Principal Executive Officer)


	By	MATTHEW C. MCNULTY
		Matthew C. McNulty
		Vice President, Chief Operating Officer,
		Chief Financial Officer and Secretary
		(Principal Financial Officer)


	By	JOHN D. KLOPFENSTEIN
		John D. Klopfenstein
		Controller, Chief Accounting Officer and
		Treasurer
		(Principal Accounting Officer)

PATRIOT TRANSPORTATION HOLDING, INC.

FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2022

EXHIBIT INDEX

(31)(a)

Certification of Robert E. Sandlin

(31)(b)

Certification of Matthew C. McNulty

(31)(c)

Certification of John D. Klopfenstein

(32)

Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

101.XSD	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
104.	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

CERTIFICATIONS Exhibit 31(a)

I, Robert E. Sandlin, certify that:

I have reviewed this report on Form 10-Q of Patriot Transportation Holding, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial report; and

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2023		/s/Robert E. Sandlin
		President and Chief
		Executive Officer

CERTIFICATIONS Exhibit 31(b)

I, Matthew C. McNulty, certify that:

I have reviewed this report on Form 10-Q of Patriot Transportation Holding, Inc.;

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2023		/s/Matthew C. McNulty
		Vice President, Chief Operating Officer,
		Chief Financial Officer and Secretary

CERTIFICATIONS Exhibit 31(c)

I, John D. Klopfenstein, certify that:

I have reviewed this report on Form 10-Q of Patriot Transportation Holding, Inc.;

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2023		/s/John D. Klopfenstein
		Controller, Chief Accounting Officer and
		Treasurer

Exhibit 32

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of Patriot Transportation Holding, Inc.

		PATRIOT TRANSPORTATION HOLDING, INC.


Date: February 14, 2023	By	/s/ROBERT E. SANDLIN
		Robert E. Sandlin
		President and Chief Executive Officer



	By	/s/MATTHEW C. MCNULTY
		Matthew C. McNulty
		Vice President, Chief Operating Officer, Chief
		Financial Officer Secretary


	By	/s/JOHN D. KLOPFENSTEIN
		John D. Klopfenstein
		Controller, Chief Accounting Officer and Treasurer

A signed original of this written statement required by Section 906 has been provided to Patriot Transportation Holding, Inc. and will be retained by Patriot Transportation Holding, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification accompanies the issuer’s Quarterly report on Form 10-Q and is not filed as provided in SEC Release Nos. 33-8212, 34-4751 and IC-25967, dated June 30, 2003.

Cover - shares	3 Months Ended
Cover - shares	Dec. 31, 2022	Feb. 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--09-30
Entity File Number	001-36605
Entity Registrant Name	PATRIOT TRANSPORTATION HOLDING, INC.
Entity Central Index Key	0001616741
Entity Tax Identification Number	47-2482414
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	200 W. Forsyth St.
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32202
City Area Code	904
Local Phone Number	396-5733
Title of 12(b) Security	Common Stock, $.10 par value
Trading Symbol	PATI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,526,489

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Sep. 30, 2022
Current assets:
Cash and cash equivalents	$ 7,808	$ 8,302
Accounts receivable (net of allowance for doubtful accounts of $71 and $68, respectively)	5,737	5,296
Inventory of parts and supplies	1,037	1,006
Prepaid tires on equipment	1,555	1,486
Prepaid taxes and licenses	287	378
Prepaid insurance	3,538	3,927
Prepaid expenses, other	148	163
Total current assets	20,110	20,558
Property and equipment, at cost	74,183	72,816
Less accumulated depreciation	53,215	52,567
Net property and equipment	20,968	20,249
Operating lease right-of-use assets	3,422	2,424
Goodwill	3,637	3,637
Intangible assets, net	506	556
Other assets, net	139	142
Total assets	48,782	47,566
Current liabilities:
Accounts payable	2,057	1,964
Federal and state taxes payable	791	594
Accrued payroll and benefits	3,047	3,208
Accrued insurance	986	1,053
Accrued liabilities, other	300	1,010
Operating lease liabilities, current portion	890	884
Total current liabilities	8,071	8,713
Operating lease liabilities, less current portion	2,918	1,705
Deferred income taxes	3,631	3,631
Accrued insurance	1,476	1,476
Other liabilities	848	854
Total liabilities	16,944	16,379
Commitments and contingencies
Shareholders’ Equity:
Preferred stock, 5,000,000 shares authorized, of which 250,000 shares are designated Series A Junior Participating Preferred Stock; $0.01 par value; None issued and outstanding	0	0
Common stock, $.10 par value; (25,000,000 shares authorized; 3,501,289 and 3,484,004 shares issued and outstanding, respectively)	350	348
Capital in excess of par value	40,118	39,958
Accumulated deficit	(8,705)	(9,190)
Accumulated other comprehensive income, net	75	71
Total shareholders’ equity	31,838	31,187
Total liabilities and shareholders’ equity	$ 48,782	$ 47,566

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Sep. 30, 2022
Statement of Financial Position [Abstract]
Allowance for Doubtful Accounts, Premiums and Other Receivables	$ 71	$ 68
Preferred shares authorized	5,000,000	5,000,000
Preferred Series A Junior Participating	250,000	250,000
Preferred stock, par value	$ 0.01	$ 0.01
Common stock, par value	$ 0.10	$ 0.10
Common shares authorized	25,000,000	25,000,000
Common stock, outstanding	3,501,289	3,484,004
Common shares, issued	3,501,289	3,484,004

CONSOLIDATED STATEMENTS OF INCOME & COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Operating revenues	$ 22,850	$ 20,571
Cost of operations:
Compensation and benefits	10,205	9,084
Fuel expenses	3,320	2,718
Repairs & tires	1,354	1,216
Other operating	689	744
Insurance and losses	1,984	1,810
Depreciation expense	1,274	1,477
Rents, tags & utilities	648	673
Sales, general & administrative	2,327	2,465
Corporate expenses	495	533
Gain on sale of terminal sites	0	(8,330)
Gain on disposition of PP&E	(66)	(360)
Total cost of operations	22,230	12,030
Total operating income	620	8,541
Interest income and other	65	1
Interest expense	(4)	(5)
Income before income taxes	681	8,537
Provision for income taxes	196	2,098
Net income	485	6,439
Unrealized investment gain, net	4	0
Comprehensive income	$ 489	$ 6,439
Earnings per common share:
Basic	$ 0.14	$ 1.88
Diluted	$ 0.14	$ 1.74
Number of shares (in thousands) used in computing:
-basic earnings per common share	3,490	3,419
-diluted earnings per common share	3,532	3,701

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income	$ 485	$ 6,439
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,422	1,615
Non-cash lease expense	230	273
Gain on asset dispositions	(66)	(8,717)
Stock-based compensation	45	57
Net changes in operating assets and liabilities:
Accounts receivable	(441)	551
Inventory of parts and supplies	(31)	(72)
Prepaid expenses	426	566
Other assets	7	3
Accounts payable and accrued liabilities	(845)	(956)
Income taxes payable and receivable	197	2,097
Operating lease liabilities	(9)	(243)
Long-term insurance liabilities and other long-term liabilities	(6)	(8)
Net cash provided by operating activities	1,414	1,605
Cash flows from investing activities:
Purchase of property and equipment	(2,132)	(948)
Proceeds from the sale of property, plant and equipment	107	9,840
Net cash (used in) provided by investing activities	(2,025)	8,892
Cash flows from financing activities:
Dividends paid	0	(12,808)
Expired stock options	(10)	0
Proceeds from exercised stock options	127	112
Net cash provided by (used in) financing activities	117	(12,696)
Net decrease in cash and cash equivalents	(494)	(2,199)
Cash and cash equivalents at beginning of period	8,302	10,899
Cash and cash equivalents at end of the period	7,808	8,700
Supplemental disclosures of cash flow information:
Interest	4	4
Income taxes	0	2
Right-of-use assets obtained in exchange for operating lease liabilities	$ 1,228	$ 1,453

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Sep. 30, 2021	$ 342	$ 39,257	$ (3,572)	$ 89	$ 36,116
Common Stock, Shares, Outstanding, Beginning Balance at Sep. 30, 2021	3,415,643
Stock-based compensation	$ 0	57	0	0	57
Exercise of stock options	$ 1	111	0	0	112
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period	16,253
Expired stock options				0	0
Cash dividends	$ 0	0	(12,808)	0	(12,808)
Net income	0	0	6,439	0	6,439
Unrealized investment gains, net				0	0
Ending balance, value at Dec. 31, 2021	$ 343	39,425	(9,941)	89	29,916
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2021	3,431,896
Beginning balance, value at Sep. 30, 2022	$ 348	39,958	(9,190)	71	$ 31,187
Common Stock, Shares, Outstanding, Beginning Balance at Sep. 30, 2022					3,484,004
Stock-based compensation	0	45	0	0	$ 45
Exercise of stock options	$ 2	125	0	0	127
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period	17,285
Expired stock options	$ 0	(10)	0	0	(10)
Net income	0	0	485	0	485
Unrealized investment gains, net	0	0	0	4	4
Ending balance, value at Dec. 31, 2022	$ 350	$ 40,118	$ (8,705)	$ 75	$ 31,838
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2022	3,501,289				3,501,289

Description of Business and Basis of Presentation

3 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Description of Business and Basis of Presentation

(1) Description of Business and Basis of Presentation.

Description of Business

Basis of Presentation

Operating Revenues

Recently Issued Accounting Standards

3 Months Ended

Dec. 31, 2022

Accounting Changes and Error Corrections [Abstract]

Recently Issued Accounting Standards

(2) Recently Issued Accounting Standards. None.

Related Party Agreements

3 Months Ended

Dec. 31, 2022

Related Party Agreements

Long-Term debt

3 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long-Term debt

Earnings per share

3 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings per share

The following details the computations of the basic and diluted Earnings per common share (dollars and shares in thousands, except per share amounts):


	Three Months ended
	December 31,
	2022		2021
Weighted average common shares outstanding during the period - shares used for basic earnings per common share		3,490		3,419

Common shares issuable under share based payment plans which are potentially dilutive		42		282

Common shares used for diluted earnings per common share		3,532		3,701

Net income	$	485		6,439

Earnings per common share:
-basic	$	0.14		1.88
-diluted	$	0.14		1.74

Stock-Based Compensation Plans

3 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation Plans

(6) Stock-Based Compensation Plans.

Participation in FRP Plans

Post Spin-Off Patriot Incentive Stock Plan

The Company recorded the following Stock compensation expense in its consolidated statements of income (in thousands):


	Three Months ended
	December 31,
	2022		2021
Stock option grants	$	45		57
Annual director stock award		—		—
Stock based compensation	$	45		57

A summary of Company stock options is presented below (in thousands, except share and per share amounts):Summary of stock options

				Weighted	Weighted		Weighted
	Number			Average	Average		Average
	of			Exercise	Remaining		Grant Date
Options	Shares			Price	Term (yrs)		Fair Value

Outstanding at October 1, 2022	777,752		$	7.44	5.3	$	1,731
Expired	(10,174	)		7.31			(22	)
Exercised	(17,285	)		7.31			(50	)
Outstanding at December 31, 2022	750,293		$	7.44	5.2	$	1,659

Exercisable at December 31, 2022	599,867		$	7.77	4.7	$	1,413

Vested during three months ended December 31, 2022	100,104					$	185

Fair Value Measurements

3 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Contingent liabilities

3 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Contingent liabilities

Concentrations

3 Months Ended

Dec. 31, 2022

Risks and Uncertainties [Abstract]

Concentrations

(9) Concentrations.

Unusual or Infrequent Items Impacting Results

3 Months Ended

Dec. 31, 2022

Unusual or Infrequent Items, or Both [Abstract]

Unusual or Infrequent Items Impacting Results

Description of Business and Basis of Presentation (Policies)	3 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation 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 statement of the results for the interim periods have been included. Operating results for the three months ended December 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2023. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the audited financial statements and notes for the year ended September 30, 2022.
Operating Revenues	Operating Revenues Our revenues are primarily based on a set rate per volume of product hauled to arrive at a desired rate per mile traveled. The rate also incorporates the cost of fuel at an assumed price plus fuel surcharges to address the fluctuation in fuel prices. Over time, the fuel surcharge tables in the industry have become so numerous and varied, both by carriers and customers, that they have simply become a part of the overall rating structure to arrive at that desired price per mile by market. We consider fuel surcharge revenue to be revenue from services rather than other revenues. As a result, the Company determined there is no reason to report fuel surcharges as a separate revenue line item and fuel surcharges are reported as part of Operating revenues.

Earnings per share (Tables)

3 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings per common share

The following details the computations of the basic and diluted Earnings per common share (dollars and shares in thousands, except per share amounts):


	Three Months ended
	December 31,
	2022		2021
Weighted average common shares outstanding during the period - shares used for basic earnings per common share		3,490		3,419

Common shares issuable under share based payment plans which are potentially dilutive		42		282

Common shares used for diluted earnings per common share		3,532		3,701

Net income	$	485		6,439

Earnings per common share:
-basic	$	0.14		1.88
-diluted	$	0.14		1.74

Stock-Based Compensation Plans (Tables)

3 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock compensation expense

The Company recorded the following Stock compensation expense in its consolidated statements of income (in thousands):


	Three Months ended
	December 31,
	2022		2021
Stock option grants	$	45		57
Annual director stock award		—		—
Stock based compensation	$	45		57

Summary of stock options

A summary of Company stock options is presented below (in thousands, except share and per share amounts):Summary of stock options

				Weighted	Weighted		Weighted
	Number			Average	Average		Average
	of			Exercise	Remaining		Grant Date
Options	Shares			Price	Term (yrs)		Fair Value

Outstanding at October 1, 2022	777,752		$	7.44	5.3	$	1,731
Expired	(10,174	)		7.31			(22	)
Exercised	(17,285	)		7.31			(50	)
Outstanding at December 31, 2022	750,293		$	7.44	5.2	$	1,659

Exercisable at December 31, 2022	599,867		$	7.77	4.7	$	1,413

Vested during three months ended December 31, 2022	100,104					$	185

Description of Business and Basis of Presentation (Details Narrative)	Dec. 31, 2022 Integer
Product Information [Line Items]
Number of revenue producting drivers	316
Number of company tractors	268
Number of tractors being placed in service	3
Number of owner operator drivers	43
Number of company trailers	419
Number of terminals	17
Number of satellite locations	6
Petroleum Products [Member]
Product Information [Line Items]
Percent of other than petroleum based business	86.00%
Other Products [Member]
Product Information [Line Items]
Percent of other than petroleum based business	14.00%

Related Party Agreements (Details Narrative) - USD ($)	3 Months Ended
Related Party Agreements (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Related party transactions	$ 223,000	$ 253,000

Long-Term debt (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
Long-Term debt (Details Narrative) - USD ($)	Jul. 31, 2021	Dec. 31, 2022	Sep. 30, 2022
Line of Credit Facility [Line Items]
Outstanding debt		$ 0	$ 0
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Outstanding debt		0
Term of credit agreement	5 years
Maximum facility amount		15,000,000
Increase limit		$ 25,000,000
Interest over SOFR		1.10%
Commitment fee		0.12%
Minimum tangible net worth		$ 25,000,000
LOC Commitments		1,854,000
Available for borrowing		$ 13,146,000
Letter of credit fee		1.00%
Applicable interest rate for borrowing		5.40%
Compliance		The Company was in compliance with all of its loan covenants
Maximum net worth		$ 2,690,000

Earnings per common share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Weighted average common shares outstanding during the period - shares used for basic earnings per common share	3,490	3,419
Common shares issuable under share based payment plans which are potentially dilutive	42	282
Common shares used for diluted earnings per common share	3,532	3,701
Net income	$ 485	$ 6,439
-basic	$ 0.14	$ 1.88
-diluted	$ 0.14	$ 1.74

Earnings per share (Details Narrative) - shares	3 Months Ended
Earnings per share (Details Narrative) - shares	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Anti-dilutive stock options	241,188	0

Stock compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation	$ 45	$ 57
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation	45	57
Director Stock Award [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation	$ 0	$ 0

Summary of stock options (Details) - Share-Based Payment Arrangement, Option [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares outstanding	750,293	777,752
Weighted average exercise price, outstanding	$ 7.44	$ 7.44
Weighted average remaining term, outstanding	5 years 2 months 12 days	5 years 3 months 18 days
Weighted average grant date fair value, outstanding	$ 1,659	$ 1,731
Shares expired	(10,174)
Weighted average exercise price, forfeited	$ 7.31
Weighted average grant date fair value, forfeited or expired	$ (22)
Shares exercised	(17,285)
Weighted average exercise price, exercised	$ 7.31
Weighted average grant date fair value, exercised	$ (50)
Shares exerciseable	599,867
Weighted average exercise price, exercisable	$ 7.77
Weighted average remaining term, exercisable	4 years 8 months 11 days
Weighted average grant date fair value, exercisable	$ 1,413
Shares vested	100,104
Weighted average grant date fair value, vested	$ 185

Stock-Based Compensation Plans (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2022	Dec. 31, 2021	Dec. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common shares available for future issuance		35,811
Market closing price				$ 7.03
Realized tax benefit from option exercises		$ 4,000
Stock Appreciation Rights (SARs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock appreciation rights	257,009
Market closing price		$ 8.66
Minimum cash award	$ 500,000
Vesting period for SAR	9 years 1 month 3 days
Accured liability under SAR		$ 409,000	$ 379,000
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Aggregate intrinsic value, exercisable options		306,000
Aggregate intrinsic value, outstanding in-the-money options		446,000
Unrecognized compensation		$ 310,000
Weighted average period		2 years 3 months 19 days
Dividend Paid [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Extraordinary dividend			$ 3.75

Concentrations (Details Narrative) - USD ($)	3 Months Ended
Concentrations (Details Narrative) - USD ($)	Dec. 31, 2022	Sep. 30, 2022
Top Ten Customers [Member]
Concentration Risk [Line Items]
One customer revenue	59.50%
Top Customers [Member]
Concentration Risk [Line Items]
One customer revenue	18.20%
Top Ten Custpmers [Member]
Concentration Risk [Line Items]
Ten largest customers AR	$ 2,990,000	$ 2,861,000

Unusual or Infrequent Items Impacting Results (Details Narrative) - USD ($)	Dec. 31, 2022	Nov. 09, 2022	Sep. 30, 2022	Oct. 18, 2021
Unusual or Infrequent Item, or Both [Line Items]
Operating right-of-use assets	$ 3,422,000		$ 2,424,000
Tampa Terminal [Member]
Unusual or Infrequent Item, or Both [Line Items]
Sales price of Tampa terminal				$ 9,600,000
After tax net income from Tampa terminal sale				6,281,000
Tangible net worth covenant after Tampa terminal sale				$ 13,000,000
Lease Agreements [Member]
Unusual or Infrequent Item, or Both [Line Items]
Renewal term		5 years
Operating right-of-use assets		$ 1,087,000
Operating lease liabilities		1,233,000
Tenant improvement receivable		$ 146,000