Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 3, 2023

PATRIOT TRANSPORTATION HOLDING, INC.

(Exact name of registrant as specified in its charter)

florida

(State or other jurisdiction of incorporation)

001-36605

(Commission File Number)

47-2482414

(IRS Employer Identification No.)

200 W. FORSYTH STREET, 7TH FLOOR

JACKSONVILLE, FLORIDA

(Address of principal executive offices)

32202

(Zip Code)

(904) 858-9100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	PATI	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 3, 2023, Patriot Transportation Holding, Inc. issued a press release announcing results of operations for the third quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1.

The information in this report (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release dated August 3, 2023

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 hereunto duly authorized.

	PATRIOT TRANSPORTATION HOLDING, INC.
	Registrant

Date: August 3, 2023	By:	/s/Matthew C. McNulty
		Matthew C. McNulty
		Chief Financial Officer

PATRIOT TRANSPORTATION HOLDING, INC./NEWS

Contact: Matt McNulty

Chief Financial Officer 904/858-9100

PATRIOT TRANSPORTATION HOLDING, INC. ANNOUNCES RESULTS FOR

THE THIRD QUARTER AND FIRST NINE MONTHS OF FISCAL 2023

Patriot Transportation Holding, Inc. (NASDAQ-PATI) Jacksonville, Florida; August 3, 2023

Third Quarter Operating Results

The Company reported net income of $1,187,000, or $.33 per share for the quarter ended June 30, 2023, compared to $771,000, or $.22 per share in the same quarter last year.

Revenue miles were up 379,000, or 7.1%, over the same quarter last year. Operating revenues for the quarter were $24,253,000, up $752,000 from the same quarter last year due to higher miles, rate increases, and an improved business mix. Operating revenue per mile was down $.16, or 3.6% due mainly to lower fuel surcharges as diesel prices have declined since the same quarter last year.

Compensation and benefits increased $1,490,000, mainly due to the increases in driver compensation, a $126,000 increase in training pay versus the same quarter last year and an increase in owner operators. Fuel expense decreased $1,242,000 due to lower diesel prices in the quarter. Insurance and losses decreased $266,000 due to lower risk insurance claims offset by increased health insurance claims. Sales, general & administrative increased $381,000 due mainly to bonus accruals. Gain on sale of equipment was $432,000 versus $163,000 in the same quarter last year.

As a result, operating profit this quarter was $1,499,000 compared to $913,000 in the same quarter last year.

First Nine Months Operating Results for Fiscal year 2023

The Company reported net income of $2,147,000, or $.60 per share for the nine months ended June 30, 2023, compared to $6,720,000, or $1.85 per share in the same period last year. Net income in the nine months ended June 30, 2022 included $6,281,000, or $1.73 per share, from gains on real estate net of income taxes that did not occur in the current period.

Revenue miles were up 177,000, or 1.1%, over the same period last year. Operating revenues for the period were $70,568,000, up $5,568,000 from the same period last year due to rate increases and an improved business mix. Operating revenue per mile was up $.29, or 7.2%.

Compensation and benefits increased $4,692,000, mainly due to the increases in driver compensation, a $422,000 increase in training pay versus the same period last year and increases in owner operators. Fuel expense decreased $802,000 due to declining diesel prices in the second and third quarters offset by higher diesel prices in the first quarter. Insurance and losses decreased $1,022,000 due to lower risk and health insurance claims. Depreciation expense was down $313,000 in the period. Sales, general & administrative increased $787,000 due mainly to bonus

accruals, increased travel and higher 401(k) match. Gain on sale of equipment was $773,000 versus $642,000 in the same period last year.

As a result, operating profit this period was $2,703,000 compared to $8,815,000 in the same period last year. Prior year gain on the sale of land was $8,330,000 due to the sale of our former terminal location in Tampa, FL. Operating ratio was 96.2 in the first nine months versus 86.4 in the same period last year.

Summary and Outlook

The adjustments we made to customer rates and driver pay beginning back in April, 2021 have benefitted us throughout this fiscal year. Our driver count has increased by approximately 12% since October 1 2022, our total revenue per mile is up over 7% and our annualized turnover rate has declined from 77.0% last year to 73.4% in fiscal 2023. While the driver training cost has increased significantly year over year, the added driver capacity has allowed us to add some quality new business with both existing and new customers in a few markets and we are working to continue that trend.

Our balance sheet remained stable with $7.4 million of cash as of June 30, 2023, with no outstanding debt. Through the first nine months we have purchased 52 new tractors. For the remainder of fiscal 2023 we are planning to replace 21 additional tractors (16 are replacing lease units) and anticipate a total capital expenditure of approximately $12 million in fiscal 2023.

Conference Call

The Company will host a conference call on August 3, 2023 at 3:00 PM (EDT). Analysts, shareholders and other interested parties may access the teleconference live by calling 1-888-506-0062 domestic or international at 1-973-528-0011. Computer audio live streaming is available at https://www.webcaster4.com/Webcast/Page/2058/48718. An audio replay will be available for sixty (60) days following the conference call by dialing toll free 1-877-481-4010 domestic or international 1-919-882-2331 then enter pass code 48718. An audio archive can also be accessed at https://www.webcaster4.com/Webcast/Page/2058/48718.

Investors are cautioned that any statements in this press release which relate to the future are, by their nature, subject to risks and uncertainties that could cause actual results and events to differ materially from those indicated in such forward-looking statements. These include general economic conditions; competitive factors; political, economic, regulatory and climatic conditions; driver availability and cost; the impact of future regulations regarding the transportation industry; freight demand for petroleum product and levels of construction activity in the Company's markets; impact of COVID-19; fuel costs; risk insurance markets; pricing; energy costs and technological changes. Additional information regarding these and other risk factors and uncertainties may be found in the Company’s filings with the Securities and Exchange Commission.

Patriot Transportation Holding, Inc. is engaged in the transportation business. The Company’s transportation business is conducted through Florida Rock & Tank Lines, Inc. which is a Southeastern transportation company engaged in the hauling of liquid and dry bulk commodities.

PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands)

(Unaudited)

	THREE MONTHS ENDED						NINE MONTHS ENDED
	JUNE 30,						JUNE 30,
	2023			2022			2023			2022

Operating revenues	$	24,253			23,501			70,568			65,000

Cost of operations:
Compensation and benefits		11,264			9,774			32,512			27,820
Fuel expenses		2,723			3,965			9,041			9,843
Repairs & tires		1,649			1,502			4,390			4,163
Other operating		792			739			2,300			2,193
Insurance and losses		1,652			1,918			5,280			6,302
Depreciation expense		1,360			1,363			3,933			4,246
Rents, tags & utilities		669			651			1,960			2,032
Sales, general & administrative		2,709			2,328			7,732			6,945
Corporate expenses		368			511			1,490			1,613
Gain on sale of terminal sites		—			—			—			(8,330	)
Gain on disposition of PP&E		(432	)		(163	)		(773	)		(642	)
Total cost of operations		22,754			22,588			67,865			56,185

Total operating profit		1,499			913			2,703			8,815

Interest income and other		87			13			228			17
Interest expense		(4	)		(4	)		(13	)		(13	)

Income before income taxes		1,582			922			2,918			8,819
Provision for income taxes		395			151			771			2,099

Net income	$	1,187			771			2,147			6,720

Unrealized investment gains (losses), net		(1	)		(4	)		5			(7	)

Comprehensive income	$	1,186			767			2,152			6,713

Earnings per common share:
Net income -
Basic	$	0.34			0.22			0.61			1.95
Diluted	$	0.33			0.22			0.60			1.85

Number of shares (in thousands) used in computing:
-basic earnings per common share		3,527			3,483			3,511			3,453
-diluted earnings per common share		3,630			3,504			3,585			3,628

PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

		June 30,		September 30,
Assets		2023			2022
Current assets:
Cash and cash equivalents	$	7,425			8,302
Accounts receivable (net of allowance for doubtful accounts of $62 and $68, respectively)		5,690			5,296
Inventory of parts and supplies		928			1,006
Prepaid tires on equipment		1,656			1,486
Prepaid taxes and licenses		151			378
Prepaid insurance		2,301			3,927
Prepaid expenses, other		136			163
Total current assets		18,287			20,558

Property and equipment, at cost		76,106			72,816
Less accumulated depreciation		51,393			52,567
Net property and equipment		24,713			20,249

Operating lease right-of-use assets		2,969			2,424
Goodwill		3,637			3,637
Intangible assets, net		408			556
Other assets, net		129			142
Total assets	$	50,143			47,566

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	1,882			1,964
Federal and state taxes payable		122			594
Accrued payroll and benefits		3,902			3,208
Accrued insurance		525			1,053
Accrued liabilities, other		327			1,010
Operating lease liabilities, current portion		738			884
Total current liabilities		7,496			8,713

Operating lease liabilities, less current portion		2,615			1,705
Deferred income taxes		3,944			3,631
Accrued insurance		1,476			1,476
Other liabilities		836			854
Total liabilities		16,367			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; 3,526,489 and 3,484,004 shares issued and outstanding, respectively)		353			348
Capital in excess of par value		40,390			39,958
Accumulated deficit		(7,043	)		(9,190	)
Accumulated other comprehensive income, net		76			71
Total shareholders’ equity		33,776			31,187
Total liabilities and shareholders’ equity	$	50,143			47,566

Cover	Aug. 03, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 03, 2023
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 STREET
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	858-9100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	PATI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable