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) December 6, 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 December 6, 2023, Patriot Transportation Holding, Inc. issued a press release announcing results of operations for the fourth quarter and fiscal year ended September 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 December 6, 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: December 6, 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 FOURTH QUARTER AND FISCAL YEAR 2023

Patriot Transportation Holding, Inc. (NASDAQ-PATI) Jacksonville, Florida; December 6, 2023

Fourth Quarter Operating Results

The Company reported net income of $526,000, or $.15 per share for the quarter ended September 30, 2023, compared to $470,000, or $.13 per share in the same quarter last year.

Revenue miles were up 402,000, or 7.7%, over the same quarter last year. Operating revenues for the quarter were $24,217,000, up $1,335,000 from the same quarter last year due to higher miles, rate increases, and an improved business mix. Operating revenue per mile was down $.08, or 1.8% due mainly to lower fuel surcharges as diesel prices have declined since the same quarter last year.

Compensation and benefits increased $895,000, mainly due to the increase in owner operators. Fuel expense decreased $515,000 due to lower diesel prices in the quarter. Insurance and losses decreased $81,000 due to lower risk insurance claims offset by increased health insurance claims. Sales, general & administrative increased $499,000 due mainly to bonus accruals. Corporate expenses included $368,000 of costs related to the pending merger. Gain on sale of equipment was $274,000 versus $97,000 in the same quarter last year.

As a result, operating profit this quarter was $579,000 compared to $484,000 in the same quarter last year.

Operating Results for Fiscal year 2023

The Company reported net income of $2,673,000, or $.74 per share for the fiscal year ended September 30, 2023, compared to $7,190,000, or $1.98 per share in the same period last year. Net income in the fiscal year ended September 30, 2022 included $6,281,000, or $1.73 per share, from one-time gains on real estate net of income taxes.

Revenue miles were up 579,000, or 2.7%, over the same period last year. Operating revenues for the period were $94,785,000, up $6,903,000 from the same period last year due to an increase in miles, rate increases and an improved business mix. Operating revenue per mile was up $.20, or 4.8%.

Compensation and benefits increased $5,587,000, mainly due to the increases in driver compensation, a $331,000 increase in training pay versus the same period last year and increases in owner operators. Fuel expense decreased $1,317,000 due to lower diesel prices. Insurance and losses decreased $1,103,000 due to lower risk and health insurance claims. Depreciation expense was down $127,000 in the period. Sales, general & administrative increased $1,286,000 due

mainly to bonus accruals, increased travel and higher 401(k) match. Corporate expenses were up $204,000 due to $368,000 of costs related to the pending merger. Gain on sale of equipment was $1,047,000 versus $739,000 in the same period last year.

As a result, operating profit this period was $3,282,000 compared to $9,299,000 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 96.5 versus 89.4 in the same period last year.

Conference Call

The Company will not hold an earnings conference call due to the execution of a definitive merger agreement, pursuant to which affiliates of United Petroleum Transports, Inc. propose to acquire all of the outstanding shares of Patriot common stock for $16.26 per share in cash.

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 the satisfaction of the conditions precedent to complete the proposed merger, disruptions of current plans and operations caused by the announcement and pendency of the merger, and the response of customers, suppliers, drivers and regulators to the announcement and pendency of the merger as well as 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						TWELVE MONTHS ENDED
	SEPTEMBER 30,						SEPTEMBER 30,
	2023			2022			2023			2022

Operating revenues	$	24,217			22,882			94,785			87,882

Cost of operations:
Compensation and benefits		10,981			10,086			43,493			37,906
Fuel expenses		2,930			3,445			11,971			13,288
Repairs & tires		1,712			1,597			6,102			5,760
Other operating		825			834			3,125			3,027
Insurance and losses		1,784			1,865			7,064			8,167
Depreciation expense		1,477			1,291			5,410			5,537
Rents, tags & utilities		618			618			2,578			2,650
Sales, general & administrative		2,860			2,361			10,592			9,306
Corporate expenses		725			398			2,215			2,011
Gain on sale of terminal sites		—			—			—			(8,330	)
Gain on disposition of PP&E		(274	)		(97	)		(1,047	)		(739	)
Total cost of operations		23,638			22,398			91,503			78,583

Total operating profit		579			484			3,282			9,299

Interest income and other		96			45			324			62
Interest expense		(5	)		(5	)		(18	)		(18	)

Income before income taxes		670			524			3,588			9,343
Provision for income taxes		144			54			915			2,153

Net income	$	526			470			2,673			7,190

Loss on retiree health, net		(11)			(13	)		(11)			(13	)
Unrealized investment gains (losses), net		—			2			5			(5	)

Comprehensive income	$	515			459			2,667			7,172

Earnings per common share:
Net income -
Basic	$	0.15			0.13			0.76			2.08
Diluted	$	0.15			0.13			0.74			1.98

Number of shares (in thousands) used in computing:
-basic earnings per common share		3,526			3,484			3,515			3,459
-diluted earnings per common share		3,624			3,510			3,594			3,623

PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

		September 30,		September 30,
Assets		2023			2022
Current assets:
Cash and cash equivalents	$	6,429			8,302
Accounts receivable (net of allowance for doubtful accounts of $63 and $68, respectively)		6,126			5,296
Federal and state taxes receivable		511			—
Inventory of parts and supplies		898			1,006
Prepaid tires on equipment		1,674			1,486
Prepaid taxes and licenses		380			378
Prepaid insurance		3,369			3,927
Prepaid expenses, other		83			163
Total current assets		19,470			20,558

Property and equipment, at cost		77,048			72,816
Less accumulated depreciation		50,708			52,567
Net property and equipment		26,340			20,249

Operating lease right-of-use assets		2,735			2,424
Goodwill		3,637			3,637
Intangible assets, net		359			556
Other assets, net		126			142
Total assets	$	52,667			47,566

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	2,614			1,964
Federal and state taxes payable		—			594
Accrued payroll and benefits		4,490			3,208
Accrued insurance		918			1,053
Accrued liabilities, other		382			1,010
Operating lease liabilities, current portion		653			884
Total current liabilities		9,057			8,713

Operating lease liabilities, less current portion		2,459			1,705
Deferred income taxes		4,715			3,631
Accrued insurance		1,276			1,476
Other liabilities		829			854
Total liabilities		18,336			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		40,430			39,958
Accumulated deficit		(6,517	)		(9,190	)
Accumulated other comprehensive income, net		65			71
Total shareholders’ equity		34,331			31,187
Total liabilities and shareholders’ equity	$	52,667			47,566

Cover	Dec. 06, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 06, 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