<SEC-DOCUMENT>0001474506-12-000005.txt : 20120201
<SEC-HEADER>0001474506-12-000005.hdr.sgml : 20120201
<ACCEPTANCE-DATETIME>20120201142809
ACCESSION NUMBER:		0001474506-12-000005
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20120201
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20120201
DATE AS OF CHANGE:		20120201

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PATRIOT TRANSPORTATION HOLDING INC
		CENTRAL INDEX KEY:			0000844059
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCKING & COURIER SERVICES (NO AIR) [4210]
		IRS NUMBER:				592924957
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-17554
		FILM NUMBER:		12562125

	BUSINESS ADDRESS:	
		STREET 1:		501 RIVERSIDE AVE
		STREET 2:		SUITE 500
		CITY:			JACKSONVILLE
		STATE:			FL
		ZIP:			32202
		BUSINESS PHONE:		9043965733

	MAIL ADDRESS:	
		STREET 1:		501 RIVERSIDE AVE
		STREET 2:		SUITE 500
		CITY:			JACKSONVILLE
		STATE:			FL
		ZIP:			32202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FRP PROPERTIES INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                  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): February 1, 2012

                PATRIOT TRANSPORTATION HOLDING, INC.
------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)



       FLORIDA
0-17554
59-2924957
    ------------               ----------          ------------

  (State or other              (Commission        (I.R.S. Employer
    jurisdiction                File Number)      Identification No.)
   of incorporation)






501 Riverside Avenue                                  32202
Suite 500
Jacksonville, Florida
-----------------------------------------	 ------------------
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (904) 396-5733

------------------------------------------------------------------
  (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 CRF 230.425)

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

<PAGE>


[  ] 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))

<PAGE>

                 CURRENT REPORT ON FORM 8-K

             PATRIOT TRANSPORTATION HOLDING, INC.

                     February 1, 2012


ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

	On February 1, 2012, Patriot Transportation Holdings, Inc.
(the "Company") issued a press release announcing its earnings for the
first quarter of fiscal 2012. 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

	(c)	Exhibits.

	99.1	Press Release dated February 1, 2012.


<PAGE>

                         SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed
on its behalf by the undersigned thereunto duly authorized.

				PATRIOT TRANSPORTATION HOLDING, INC.


Date:  February 1, 2012		By:  /s/ John D. Milton, Jr.

      				-------------------------------------
				John D. Milton, Jr.
				Vice President, and Chief Financial
                                Officer

<PAGE>

                           EXHIBIT INDEX


Exhibit No.
-----------

99.1	Press Release dated February 1, 2012 issued by Patriot
        Transportation Holdings, Inc.


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>pressrelease.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                            EXHIBIT 99.9

             PATRIOT TRANSPORTATION HOLDING, INC./NEWS
             Contact:  John D. Milton, Jr.
                       chief Financial Officer          904/396-5733



PATRIOT TRANSPORTATION HOLDING, INC. ANNOUNCES RESULTS FOR THE FIRST
QUARTER ENDED DECEMBER 31, 2011.

Jacksonville, Florida; February 1, 2012 - Patriot Transportation
Holding, Inc. (NASDAQ-PATR) reported net income of $2,124,000 or
$.23 per diluted share in the first quarter of fiscal 2012, a
decrease of $4,271,000 or 66.8% compared to net income of $6,395,000
or $.68 per diluted share in the same period last year.  Income from
discontinued operations favorably impacted the first quarter of fiscal
2011 due to an after tax gain of $4,926,000 or $.52 per diluted share
from the exchange of property.

First Quarter Operating Results.  For the first quarter of fiscal 2012,
consolidated revenues were $30,359,000, an increase of $2,096,000 or
7.4% over the same quarter last year.

Transportation segment revenues were $24,841,000 in the first quarter
of fiscal 2012, an increase of $1,850,000 over the same quarter last
year.  Revenue miles in the current quarter were up 1.8% compared to
the first quarter of fiscal 2011 due to business growth and a longer
average haul length.  Fuel surcharge revenue increased $1,158,000.
Excluding fuel surcharges, revenue per mile increased 1.7% over the
same quarter last year.  The average price paid per gallon of diesel
fuel increased by $.68 or 23.3% over the same quarter in fiscal 2011.

Mining royalty land segment revenues for the first quarter of fiscal
2012 were $977,000, a decrease of $118,000 or 10.8% over the same
quarter last year, due to a shift in production at two locations
reducing the share of mining on the property owned by the Company.

Developed property rentals segment revenues for the first quarter of
fiscal 2012 were $4,541,000, an increase of $364,000 or 8.7% due to
higher occupancy.  Occupancy at December 31, 2011 was 82.8% as
compared to 76.5% at December 31, 2010.

Consolidated operating profit was $3,214,000 in the first quarter of
fiscal 2012, an increase of $26,000 or .8% compared to $3,188,000 in
the same period last year.  Operating profit in the transportation
segment decreased $545,000 or 27.4% primarily due to increased health
insurance claims, vehicle repairs, tire prices and the cost of growth
initiatives.  Health insurance claims and vehicle repairs were lower
than usual in the first quarter of last year.  Operating profit in
the mining royalty land segment decreased $72,000 or 9.5% due to a
shift in production at two locations reducing the share of mining on
the property owned by the Company partially offset by reduced
professional fees.  Operating profit in the Developed property
rentals segment increased $348,000 or 33.8% due to higher occupancy
and increased capitalization of property taxes partially offset by
higher maintenance costs.  Consolidated operating profit includes
corporate expenses not allocated to any segment in the amount of
$292,000 in the first quarter of fiscal 2012, a decrease of $295,000
compared to the same period last year which included an adjustment
to the fair value of the corporate aircraft of $300,000.


                              Continued

501 Riverside Ave., Ste 500/Jacksonville, Florida 32202/(904) 396-5733


<PAGE>


The current quarter includes a gain of $1,039,000 on the receipt of
non-refundable deposits related to the termination of an agreement to
sell the Company's Windlass Run Residential property.

The after tax loss from discontinued operations for the first quarter
of fiscal 2012 was $1,000 versus income of $4,927,000 for the same
period last year.  Diluted earnings per share on discontinued operations
for the first quarter of fiscal 2012 was $.00 compared to $.52 in the
first quarter of fiscal 2011.  The first quarter of fiscal 2011
included a book gain on the exchange of property of $4,926,000 after
tax or $.52 per diluted share.

Summary and Outlook.  Transportation segment miles for this year were
1.8% higher than last year.  The Company continues to succeed in
adding drivers and customers and anticipates increasing segment miles
during fiscal 2012.

Operating profit from the leasing of developed buildings has been
unfavorably impacted by vacancy representing 10.2% of the entire
portfolio at two buildings in Delaware impacted by automobile plant
closings and the residential housing downturn and the two parks that
each have only one building completed.  Overall occupancy has
increased from 79.8% to 82.8% (both periods including 104,226 square
feet or 3.6% for temporary storage under a less than full market
lease rate) over last fiscal year end as the market for new tenants
appears to have improved and traffic for vacant space has increased.
The Company is not presently engaged in the construction of any new
buildings.

Conference Call.The Company will also host a conference call at
1:00 p.m. EDT on February 2, 2012.Analysts, stockholders and other
interested parties may access the teleconference live by calling
1-888-853-3896 (pass code 25627) within the United States.
International callers may dial 1-334-323-7225 (pass code 25627).
Computer audio is available via the Internet through the Conference
America, Inc. website at http://64.202.98.81/conferenceamerica or
via the Company's website at http://www.patriottrans.com.If using
the Company's website, click on the Investor Relations tab, then
select Patriot Transportation Holding, Inc. Conference Stream, next
select the appropriate link for the current conference.An audio
replay will be available for sixty days following the conference
call. To listen to the audio replay, dial toll free 877-919-4059,
international callers dial 334-323-7226. The passcode of the
audio replay is 78760397.Replay options: "1" begins playback, "4"
rewind 30 seconds, "5" pause, "6" fast forward 30 seconds, "0"
instructions, and "9" exits recording.There may be a 30-40
minute delay until the archive is available following the
conclusion of the conference call.

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; fuel costs; risk insurance markets;
demand for flexible warehouse/office facilities; ability to obtain
zoning and entitlements necessary for property development;
interest rates; levels of mining activity; 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 and real estate businesses. The Company's
transportation business is conducted through Florida Rock & Tank
Lines, Inc. which is a Southeastern transportation company
concentrating in the hauling by motor carrier of liquid and dry
bulk commodities.  The Company's real estate group, comprised of
FRP Development Corp. and Florida Rock Properties, Inc., acquires,
constructs, leases, operates and manages land and buildings to
generate both current cash flows and long-term capital appreciation.
The real estate group also owns real estate which is leased under
mining royalty agreements or held for investment.


                        Continued

<PAGE>

              PATRIOT TRANSPORTATION HOLDING, INC.
    Summary of Consolidated Revenues and Earnings (unaudited)
             (In thousands except per share amounts)


                                              Three Months




                                                 Ended




          December 31
                                               -----------




2011
2010


                                           ----        ----









Revenues
                                 $30,359
28,263




Operating profit
                          $3,214
 3,188




Income before taxes                       $3,451       2,384
Income from continuing operations         $2,125       1,468
Income from discontinued operations
         ($1)       4,927




Net income
                                $2,124
6,395




Earnings per common share:
  Income from continuing operations




         Basic
                             $0.23
0.16
         Diluted                           $0.23        0.16
  Income from discontinued operations
         Basic                             $0.00        0.53
         Diluted                           $0.00        0.52
  Net income
         Basic                             $0.23        0.69
         Diluted                           $0.23        0.68





Weighted average common shares outstanding:






         Basic
9,290
9,273




         Diluted
9,422
       9,460






             PATRIOT TRANSPORTATION HOLDING, INC.

Condensed Balance Sheets (unaudited)

(Amounts in thousands)




December 31

September 30



2011

2011
                                      ----------- ------------







Cash and cash equivalents

             $   19,050

 $     21,026

Accounts receivable, net                   8,511         6,702
Federal and state income taxes receivable     93            93
Assets of discontinued operations            108

           114

Other current assets

5,733

6,759

Property, plant and equipment, net

211,392

208,988

Investment in Brooksville Joint Venture

7,473

7,412

Other non-current assets

                  15,496
15,296
                                       ---------   -----------
    Total Assets

                     $   267,856  $    266,390
                                     ===========  ============







Current liabilities                  $    18,424  $     18,198
Liabilities of discontinued
  operations

                         $        33  $         34

Long-term debt (excluding current
  maturities)

61,093

62,370

Deferred income taxes

16,919

16,919

Other non-current liabilities

4,452

4,422

Shareholders' equity

                     166,935       164,447
                                     -----------  ------------
   Total Liabilities and
      Shareholders' Equity

          $    267,856
 $    266,390

                                    ============  ============

                           Continued

<PAGE>


                 PATRIOT TRANSPORTATION HOLDING, INC.
                    Business Segments (unaudited)
                        (Amounts in thousands)

The Company has identified three business segments, Transportation,
Mining royalty land and Developed property rentals, each of which
is managed separately along product lines.  All of the Company's
operations are located in the Southeastern and Mid-Atlantic states.
Operating results for the Company's business segments are as follows:


                                        Three Months Ended




           December 31
                                           -----------




2011
         2010

                                         ----         ----










Transportation revenues                 $24,841      22,991
Mining royalty land revenues                977       1,095




Developed property rentals revenues
       4,541
4,177
                                          -----       -----











Total Revenues
$30,359
28,263
                                        =======      ======

















Transportation operating profit          $1,443       1,988
Mining royalty land operating profit        684         756




Developed property rentals operating
   profit
1,379
       1,031




Unallocated corporate expenses
            (292)
       (587)
                                          -----       -----











Total Operating Profit
                   $3,214
3,188




                                         ======       =====


<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
