Amended Annual Report (10-k/a)
13 Dicembre 2019 - 7:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
_________________
[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2019.
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or
[_]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 001-36605
_____________________
PATRIOT TRANSPORTATION HOLDING,
INC.
(Exact name of registrant as specified in its
charter)
_____________________
FLORIDA
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47-2482414
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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200 W. Forsyth St., 7th Floor, Jacksonville, Florida
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32202
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(Address of principal executive offices)
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(Zip Code)
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(904) 396-5733
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Name of each exchange on which registered
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Common Stock $.10 par value
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NASDAQ
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Securities registered pursuant to
Section 12(g) of the Act: None
_________________
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] No [X]
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [_] No [X]
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 if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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”, “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_]
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Accelerated filer [_]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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Emerging growth company [ ]
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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 Act). Yes [_] No [X]
The number of shares of the registrant’s
stock outstanding as of December 10, 2019 was 3,351,329. The aggregate market value of the shares of Common Stock held by non-affiliates
of the registrant as of March 31, 2019, the last day of business of our most recently completed second fiscal quarter, was $47,051,488.
+ Solely for purposes of this calculation,
the registrant has assumed that all directors, officers and ten percent (10%) shareholders of the Company are affiliates of the
registrant.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on
Form 10-K/A to the Patriot Transportation Holding, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 2019,
filed with the Securities and Exchange Commission on December 11, 2019 (the "Form 10-K"), is solely to furnish Exhibit
101 to the Form 10-K. Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (Extensible
Business Reporting Language) that were not included with the Form 10-K.
No other changes have been made to the
Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events
that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the
original Form 10-K.
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-K FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 2019
EXHIBIT INDEX
[Item 14(a)(3)]
(2.1)*
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Separation and Distribution Agreement, dated as of January 30, 2015, by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc.(incorporated by reference to Form 8-K filed February 2, 2015).
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(3.1)*
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Patriot Transportation Holding, Inc. Amended and Restated Articles of Incorporation (incorporated by reference to Form 10-Q filed May 15, 2015).
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(3.2)*
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Patriot Transportation Holding, Inc. Amended and Restated Bylaws (incorporated by reference to Form 10-Q filed May 15, 2015).
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(10.1)*
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First Amendment to the 2015 Credit Agreement, dated December 28, 2018 and effective December 14, 2018, between Patriot Transportation Holding, Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Form 10-Q filed February 1, 2018).
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(10.2)*
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Tax Matters Agreement, dated January 30, 2015, by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc. (incorporated by reference to Form 8-K filed February 2, 2015).
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(10.3)*
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Transition Services Agreement, dated January 30, 2015, by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc. (incorporated by reference to Form 8-K filed February 2, 2015).
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(10.4)*
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Employee Matters Agreement, dated as of January 30, 2015, by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc. (incorporated by reference to Form 8-K filed February 2, 2015).
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(10.5)*
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2014 Equity Incentive Plan for Patriot Transportation Holding, Inc. (incorporated by reference to Form 10-Q filed May 15, 2015).
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(10.6)*
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Management Incentive Compensation Plan (incorporated by reference to Form 10-Q filed May 15, 2015).
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(14)*
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Financial Code of Ethical Conduct between the Company, Chief Executive Officers, and Financial Managers (incorporated by reference to Form 8-K filed February 2, 2015).
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(21)*
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Subsidiaries of Registrant at September 30, 2018: Florida Rock & Tank Lines, Inc. (a Florida corporation); Patriot Transportation of Florida, Inc. (a Florida corporation).
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(23)(a)*
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Consent of Hancock Askew & Co., Inc., Independent Registered Certified Public Accounting Firm, appears on page 27 of this Form 10-K.
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(31.1)(a)**
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Certification of Robert E. Sandlin.
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(31.1)(b)**
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Certification of Matthew C. McNulty.
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(31.1)(c)**
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Certification of John D. Klopfenstein.
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(32)*
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Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS**
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XBRL Instance Document
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101.XSD**
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XBRL Taxonomy Extension Schema
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase
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*
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Filed as an Exhibit to our original report on Form
10-K for the fiscal year ended September 30, 2019, filed December 11, 2019.
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** Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Patriot Transportation Holding, Inc.
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Date: December 11, 2019
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By
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ROBERT E. SANDLIN
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Robert E. Sandlin
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President and Chief Executive Officer
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(Principal Executive Officer)
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By
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MATTHEW C. MCNULTY
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Matthew C. McNulty
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Vice President, Chief Financial Officer and
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Secretary
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(Principal Financial Officer)
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By
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JOHN D. KLOPFENSTEIN
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John D. Klopfenstein
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Controller, Chief Accounting Officer and
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Treasurer
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(Principal Accounting Officer)
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Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities indicated on December 11, 2019.
ROBERT E. SANDLIN
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Robert E. Sandlin
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President and Executive Officer
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(Principal Executive Officer)
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MATTHEW C. MCNULTY
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Matthew C. McNulty
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Vice President, Chief Financial Officer
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and Secretary (Principal Financial Officer)
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JOHN D. KLOPFENSTEIN
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John D. Klopfenstein
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Controller, Chief Accounting Officer
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and Treasurer (Principal Accounting Officer)
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