UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
| (Mark One) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d)
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) For the transition period from_________ to _________ |
Commission File Number:
_____________________
(Exact name of registrant as specified in its charter)
_____________________
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||
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.
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).
| Large accelerated filer [ ] | Accelerated filer [ ] | |
| Non-accelerated filer [ ] | Smaller reporting company [ | |
| 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 [_]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | August 3, 2023 | |||||
| Common Stock |
| 1 |
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 2023
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 | 12 | |||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risks | 18 | |||
| Item 4. | Controls and Procedures | 18 | |||
| Part II. Other Information | |||||
| Item 1A. | Risk Factors | 19 | |||
| Item 2. | Purchase of Equity Securities by the Issuer | 19 | |||
| Item 6. | Exhibits | 19 | |||
| Signatures | 20 | ||||
| Exhibit 31 | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 22 | |||
| Exhibit 32 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 25 | |||
| 2 |
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, as well as increased vehicle fuel efficiency, potential 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; 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, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.
| 3 |
PART I. FINANCIAL INFORMATION, ITEM 1. FINANCIAL STATEMENTS
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 | $ | |||||||
|
Accounts receivable (net of allowance for doubtful accounts of $ |
||||||||
| Inventory of parts and supplies | ||||||||
| Prepaid tires on equipment | ||||||||
| Prepaid taxes and licenses | ||||||||
| Prepaid insurance | ||||||||
| Prepaid expenses, other | ||||||||
| Total current assets | ||||||||
| Property and equipment, at cost | ||||||||
| Less accumulated depreciation | ||||||||
| Net property and equipment | ||||||||
| Operating lease right-of-use assets | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Other assets, net | ||||||||
| Total assets | $ | |||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | |||||||
| Federal and state taxes payable | ||||||||
| Accrued payroll and benefits | ||||||||
| Accrued insurance | ||||||||
| Accrued liabilities, other | ||||||||
| Operating lease liabilities, current portion | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities, less current portion | ||||||||
| Deferred income taxes | ||||||||
| Accrued insurance | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ Equity: | ||||||||
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Preferred stock, shares authorized, of which shares are designated Series A Junior Participating Preferred Stock; $ par value; issued and outstanding |
||||||||
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Common stock, $.10 par value; (25,000,000 shares authorized; 3,526,489 and 3,484,004 shares issued and outstanding, respectively) |
||||||||
| Capital in excess of par value | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Accumulated other comprehensive income, net | ||||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | |||||||
See notes to consolidated financial statements.
| 4 |
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME & COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||||||
| JUNE 30, | JUNE 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating revenues | $ | |||||||||||||||
| Cost of operations: | ||||||||||||||||
| Compensation and benefits | ||||||||||||||||
| Fuel expenses | ||||||||||||||||
| Repairs & tires | ||||||||||||||||
| Other operating | ||||||||||||||||
| Insurance and losses | ||||||||||||||||
| Depreciation expense | ||||||||||||||||
| Rents, tags & utilities | ||||||||||||||||
| Sales, general & administrative | ||||||||||||||||
| Corporate expenses | ||||||||||||||||
| Gain on sale of terminal sites | ( |
) | ||||||||||||||
| Gain on disposition of PP&E | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total cost of operations | ||||||||||||||||
| Total operating profit | ||||||||||||||||
| Interest income and other | ||||||||||||||||
| Interest expense | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income before income taxes | ||||||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income | $ | |||||||||||||||
| Unrealized investment gains (losses), net | ( |
) | ( |
) | ( |
) | ||||||||||
| Comprehensive income | $ | |||||||||||||||
| Earnings per common share: | ||||||||||||||||
| Net income - | ||||||||||||||||
| Basic | $ | |||||||||||||||
| Diluted | $ | |||||||||||||||
| Number of shares (in thousands) used in computing: | ||||||||||||||||
| -basic earnings per common share | ||||||||||||||||
| -diluted earnings per common share | ||||||||||||||||
See notes to consolidated financial statements.
| 5 |
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 2023 AND 2022
(In thousands)
(Unaudited)
| Nine months ended June 30, | |||||||||||||
| 2023 | 2022 | ||||||||||||
| Cash flows from operating activities: | |||||||||||||
| Net income | $ | ||||||||||||
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|||||||||||||
| Depreciation and amortization | |||||||||||||
| Non-cash lease expense | |||||||||||||
| Deferred income taxes | ( |
) | |||||||||||
| Gain on asset dispositions | ( |
) | ( |
) | |||||||||
| Stock-based compensation | |||||||||||||
| Net changes in operating assets and liabilities: | |||||||||||||
| Accounts receivable | ( |
) | ( |
) | |||||||||
| Inventory of parts and supplies | ( |
) | |||||||||||
| Prepaid expenses | |||||||||||||
| Other assets | |||||||||||||
| Accounts payable and accrued liabilities | ( |
) | ( |
) | |||||||||
| Income taxes payable and receivable | ( |
) | |||||||||||
| Operating lease liabilities | ( |
) | ( |
) | |||||||||
|
Long-term insurance liabilities and other long-term liabilities |
( |
) | ( |
) | |||||||||
| Net cash provided by operating activities | |||||||||||||
| Cash flows from investing activities: | |||||||||||||
| Purchase of property and equipment | ( |
) | ( |
) | |||||||||
| Proceeds from the sale of property, plant and equipment | |||||||||||||
| Net cash (used in) provided by investing activities | ( |
) | |||||||||||
| Cash flows from financing activities: | |||||||||||||
| Dividends paid | ( |
) | |||||||||||
| Expired stock options | ( |
) | |||||||||||
| Proceeds from exercised stock options | |||||||||||||
| Net cash provided by (used in) financing activities | ( |
) | |||||||||||
| Net decrease in cash and cash equivalents | ( |
) | ( |
) | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||||
| Cash and cash equivalents at end of the period | $ | ||||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||||
| Cash paid during the period for | |||||||||||||
| Interest | $ | ||||||||||||
| Income taxes | |||||||||||||
| Non-cash investing and financing activities: | |||||||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | |||||||||||||
See notes to consolidated financial statements.
| 6 |
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
THREE AND NINE MONTHS ENDED JUNE 30, 2023 AND 2022
(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 | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||
| Stock-based compensation | — | ||||||||||||||||||||||||
| Exercise of stock options | |||||||||||||||||||||||||
| Director grant | |||||||||||||||||||||||||
| Cash dividends paid ($3.75 per share) | — | ( |
) | ( |
) | ||||||||||||||||||||
| Net income | — | |
|||||||||||||||||||||||
| Unrealized investment losses, net | — | ( |
) | ( |
) | ||||||||||||||||||||
| Balance as of June 30, 2022 | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||
| Balance as of October 1, 2022 | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||
| Stock-based compensation | — | ||||||||||||||||||||||||
| Exercise of stock options | |||||||||||||||||||||||||
| Director grant | |||||||||||||||||||||||||
| Expired stock options | — | ( |
) | ( |
) | ||||||||||||||||||||
| Net income | — | |
|||||||||||||||||||||||
| Unrealized investment gains, net | — | ||||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||
| Balance as of April 1, 2022 | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||
| Stock-based compensation | — | ||||||||||||||||||||||||
| Director grant | |||||||||||||||||||||||||
| Net income | — | |
|||||||||||||||||||||||
| Unrealized investment losses, net | — | ( |
) | ( |
) | ||||||||||||||||||||
| Balance as of June 30, 2022 | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||
| Balance as of April 1, 2023 | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||
| Stock-based compensation | — | ||||||||||||||||||||||||
| Net income | — | |
|||||||||||||||||||||||
| Unrealized investment gains, net | — | ( |
) | ( |
) | ||||||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||
| 7 |
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
(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
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 nine months ended June 30, 2023 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
| 8 |
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, 2023.
The consolidated statements of income reflect charges
and/or allocation to FRP Holdings, Inc. for these services of $
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 June 30, 2023 and September 30, 2022. On July 6, 2021, 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 revolving credit
facility with a maximum facility amount of $
This credit agreement contains certain conditions,
affirmative financial covenants and negative covenants including a minimum tangible net worth.
| 9 |
| Three months ended | Nine months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Weighted average common shares outstanding during the period – shares used for basic earnings per common share | ||||||||||||||||
| Common shares issuable under share based payment plans which are potentially dilutive | ||||||||||||||||
| Common shares used for diluted earnings per common share | ||||||||||||||||
| Net income | $ | |||||||||||||||
| Earnings per common share: | ||||||||||||||||
| -basic | $ | |||||||||||||||
| -diluted | $ | |||||||||||||||
For the three and nine months ended June 30, 2023, and 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 and nine months ended June 30, 2022, and 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.
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 at June 30, 2023.
On November 15, 2021, the Company paid an extraordinary dividend of $ 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.
| 10 |
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 stock appreciation rights. The adjusted market price of the grant was $, 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 $ but in no event will the award
be less than $
| Three months ended | Nine months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Stock option grants | $ | |||||||||||||||
| Annual director stock award | ||||||||||||||||
| Stock based compensation | $ | |||||||||||||||
| Weighted | Weighted | Weighted | |||||||||||||
| Number | Average | Average | Average | ||||||||||||
| of | Exercise | Remaining | Grant Date | ||||||||||||
| Options | Shares | Price | Term (yrs) | Fair Value | |||||||||||
| Outstanding at October 1, 2022 | $ | $ | |||||||||||||
| Expired | ( |
) | ( |
) | |||||||||||
| Exercised | ( |
) | ( |
) | |||||||||||
| Outstanding at June 30, 2023 | $ | $ | |||||||||||||
| Exercisable at June 30, 2023 | $ | $ | |||||||||||||
| Vested during nine months ended June 30, 2023 | $ |
The aggregate intrinsic value of exercisable Company options was $ and the aggregate intrinsic value of all outstanding in-the-money options was $ based on the Company’s market closing price of $ on June 30, 2023 less exercise prices.
The realized tax benefit from option exercises during the nine months ended June 30, 2023 was $. The unrecognized compensation expense of Patriot options granted as of June 30, 2023 was $, which is expected to be recognized over a weighted-average period of 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
| 11 |
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 June 30, 2023 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 nine months of fiscal 2023, the Company’s ten largest customers accounted for approximately
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.
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 for the fiscal year ending September 30, 2022. 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
| 12 |
the risks and uncertainties described in “Forward-Looking Statements” below and “Risk Factors” on page 7 of our annual report on Form 10-K for the fiscal year ending September 30, 2022. 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 85% 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 15% of our business consists of hauling dry bulk commodities such as cement, lime and various industrial powder products, water and liquid chemicals. In June 2023, we employed 336 revenue-producing drivers who operated our fleet of 253 Company tractors (excluding 19 being placed in service), 52 owner operators and 402 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
| 13 |
(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 | Nine months ended June 30, 2023 vs. 2022 |
| Operating Revenues | Up 8.6% |
| Revenue Miles | Up 1.1% |
| Revenue Per Mile | Up 7.2% |
| PAFR (incidents per 1M miles) goal of 1.87 | 1.54 vs. 1.61 |
| Operating Ratio | 96.2% vs. 86.4% |
| Driver Turnover Rate | 73.4% vs. 77.0% |
| Avg. Driver Count incl. owner operators | Up 3.5% |
Third Quarter Highlights
| · | Revenue miles were up 379,000, or 7.1%, over the same quarter last year. |
Comparative Results of Operations for the Three Months ended June 30, 2023 and 2022
| Three months ended June 30 | ||||||||||||||||
| (dollars in thousands) | 2023 | % | 2022 | % | ||||||||||||
| Revenue miles (in thousands) | 5,713 | 5,334 | ||||||||||||||
| Operating revenues | $ | 24,253 | 100.0 | % | 23,501 | 100.0 | % | |||||||||
| Cost of operations: | ||||||||||||||||
| Compensation and benefits | 11,264 | 46.4 | % | 9,774 | 41.6 | % | ||||||||||
| Fuel expenses | 2,723 | 11.2 | % | 3,965 | 16.9 | % | ||||||||||
| Repairs & tires | 1,649 | 6.8 | % | 1,502 | 6.4 | % | ||||||||||
| Other operating | 792 | 3.3 | % | 739 | 3.1 | % | ||||||||||
| Insurance and losses | 1,652 | 6.8 | % | 1,918 | 8.1 | % | ||||||||||
| Depreciation expense | 1,360 | 5.6 | % | 1,363 | 5.8 | % | ||||||||||
| Rents, tags & utilities | 669 | 2.8 | % | 651 | 2.8 | % | ||||||||||
| Sales, general & administrative | 2,709 | 11.2 | % | 2,328 | 9.9 | % | ||||||||||
| Corporate expenses | 368 | 1.5 | % | 511 | 2.2 | % | ||||||||||
| Gain on disposition of PP&E | (432 | ) | -1.8 | % | (163 | ) | -0.7 | % | ||||||||
| Total cost of operations | 22,754 | 93.8 | % | 22,588 | 96.1 | % | ||||||||||
| Total operating profit | $ | 1,499 | 6.2 | % | 913 | 3.9 | % | |||||||||
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.
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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.
Comparative Results of Operations for the Nine Months ended June 30, 2023 and 2022
| Nine months ended June 30 | |||||||||||||||
| (dollars in thousands) | 2023 | % | 2022 | % | |||||||||||
| Revenue miles (in thousands) | 16,282 | 16,105 | |||||||||||||
| Operating revenues | $ | 70,568 | 100.0 | % | 65,000 | 100.0 | % | ||||||||
| Cost of operations: | |||||||||||||||
| Compensation and benefits | 32,512 | 46.1 | % | 27,820 | 42.8 | % | |||||||||
| Fuel expenses | 9,041 | 12.8 | % | 9,843 | 15.1 | % | |||||||||
| Repairs & tires | 4,390 | 6.2 | % | 4,163 | 6.4 | % | |||||||||
| Other operating | 2,300 | 3.3 | % | 2,193 | 3.4 | % | |||||||||
| Insurance and losses | 5,280 | 7.5 | % | 6,302 | 9.7 | % | |||||||||
| Depreciation expense | 3,933 | 5.6 | % | 4,246 | 6.5 | % | |||||||||
| Rents, tags & utilities | 1,960 | 2.8 | % | 2,032 | 3.1 | % | |||||||||
| Sales, general & administrative | 7,732 | 10.9 | % | 6,945 | 10.7 | % | |||||||||
| Corporate expenses | 1,490 | 2.1 | % | 1,613 | 2.5 | % | |||||||||
| Gain on sale of terminal sites | — | 0.0 | % | (8,330 | ) | -12.8 | % | ||||||||
| Loss (gain) on disposition of PP&E | (773 | ) | -1.1 | % | (642 | ) | -1.0 | % | |||||||
| Total cost of operations | 67,865 | 96.2 | % | 56,185 | 86.4 | % | |||||||||
| Total operating profit | $ | 2,703 | 3.8 | % | 8,815 | 13.6 | % | ||||||||
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%.
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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 of the current year versus 86.4 in the same period last year.
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 June 30, 2023, 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):
| Nine months | ||||||||
| Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Total cash provided by (used for): | ||||||||
| Operating activities | $ | 6,917 | 3,975 | |||||
| Investing activities | (7,911 | ) | 7,568 | |||||
| Financing activities | 117 | (12,493 | ) | |||||
| Decrease in cash and cash equivalents | $ | (877 | ) | (950 | ) | |||
| Outstanding debt at the beginning of the period | — | — | ||||||
| Outstanding debt at the end of the period | — | — | ||||||
Operating Activities - Net cash provided by operating activities was $6,917,000 for the nine months ended June 30, 2023, compared to $3,975,000 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 $3,390,000 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 nine months ended June 30, 2023, cash used in investing activities was $7,911,000 which included the purchase of plant, property and equipment net of the proceeds from retirements. For the nine months ended June 30, 2022, cash provided by investing activities was $7,568,000 which included the proceeds from retirements net of the purchase of plant, property and equipment.
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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 nine months ended June 30, 2023, cash provided by financing activities was $117,000 due to proceeds from exercised stock options offset by expired stock options. For the nine months ended June 30, 2022, cash used in financing activities was $12,493,000 due to dividends paid offset by proceeds from exercised stock options. We had no outstanding long-term debt on June 30, 2023 or 2022.
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 June 30, 2023, the tangible net worth covenant would have limited our ability to pay dividends or repurchase stock with borrowed funds to a maximum of $4,731,000 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 June 30, 2023 were $8,816,000.
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.
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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 June 30, 2023 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 June 30, 2023, 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.
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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) | ||||||||||||||
| April 1 through April 30 | — | $ | — | — | $ | 5,000,000 | ||||||||||||
| May 1 through May 31 | — | $ | — | — | $ | 5,000,000 | ||||||||||||
| June 1 through June 30 | — | $ | — | — | $ | 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 21. |
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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: August 3, 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) | ||||
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PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023
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) |
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