10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-K/A

_________________

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2019.

or

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36605

_____________________

PATRIOT TRANSPORTATION HOLDING, INC.

(Exact name of registrant as specified in its charter)

_____________________

FLORIDA	47-2482414
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
200 W. Forsyth St., 7th Floor, Jacksonville, Florida	32202
(Address of principal executive offices)	(Zip Code)

(904) 396-5733

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

Title of each class	Name of each exchange on which registered
Common Stock $.10 par value	NASDAQ

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 [_]	Accelerated  filer [_]
Non-accelerated filer [  ]	Smaller reporting company [X]
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 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)*	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).
(3.1)*	Patriot Transportation Holding, Inc. Amended and Restated Articles of Incorporation (incorporated by reference to Form 10-Q filed May 15, 2015).
(3.2)*	Patriot Transportation Holding, Inc. Amended and Restated Bylaws (incorporated by reference to Form 10-Q filed May 15, 2015).
(10.1)*	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).

(10.2)*	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).
(10.3)*	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).
(10.4)*	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).
(10.5)*	2014 Equity Incentive Plan for Patriot Transportation Holding, Inc. (incorporated by reference to Form 10-Q filed May 15, 2015).
(10.6)*	Management Incentive Compensation Plan (incorporated by reference to Form 10-Q filed May 15, 2015).
(14)*	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).
(21)*	Subsidiaries of Registrant at September 30, 2018:  Florida Rock & Tank Lines, Inc. (a Florida corporation); Patriot Transportation of Florida, Inc. (a Florida corporation).
(23)(a)*	Consent of Hancock Askew & Co., Inc., Independent Registered Certified Public Accounting Firm, appears on page 27 of this Form 10-K.
(31.1)(a)**	Certification of Robert E. Sandlin.
(31.1)(b)**	Certification of Matthew C. McNulty.
(31.1)(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.INS**	XBRL Instance Document
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

* Filed as an Exhibit to our original report on Form 10-K for the fiscal year ended September 30, 2019, filed December 11, 2019.

**   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.

		Patriot Transportation Holding, Inc.
Date:  December 11, 2019	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 Financial Officer and
		Secretary
		(Principal Financial Officer)
	By	JOHN D. KLOPFENSTEIN
		John D. Klopfenstein
		Controller, Chief Accounting Officer and
		Treasurer
		(Principal Accounting Officer)

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

Robert E. Sandlin

President and Executive Officer

(Principal Executive Officer)

MATTHEW C. MCNULTY

Matthew C. McNulty

Vice President, Chief Financial Officer

and Secretary (Principal Financial Officer)

JOHN D. KLOPFENSTEIN

John D. Klopfenstein

Controller, Chief Accounting Officer

and Treasurer (Principal Accounting Officer)

EX-31

CERTIFICATIONS                                                                                                                Exhibit 31.1(a)

I, Robert E. Sandlin, certify that:

1. I have reviewed this annual report on Form 10-K/A of Patriot Transportation Holding, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Date:  December 11, 2019	/s/Robert E. Sandlin
	President and Chief Executive Officer

EX-31

CERTIFICATIONS                                                                                                                Exhibit 31.1(b)

I, Matthew C. McNulty, certify that:

1. I have reviewed this annual report on Form 10-K/A of Patriot Transportation Holding, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Date:  December 11, 2019	/s/Matthew C. McNulty
	Executive Vice President, Chief FinancialOfficer
	and Secretary

EX-31

CERTIFICATIONS                                                                                                                Exhibit 31.1(c)

I, John D. Klopfenstein, certify that:

1. I have reviewed this annual report on Form 10-K/A of Patriot Transportation Holding, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Date:  December 11, 2019	/s/John D. Klopfenstein
	Controller, Chief, Chief Accounting Officer
	and Treasurer

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Concentrations (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Top Ten Customers
Customer revenue concentration	63.10%
Accounts receivable concentration	$ 4,264	$ 4,875
Top Customer
Customer revenue concentration	19.20%

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Earnings per share

12 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Earnings per share

5. Earnings Per Share.

Basic earnings per common share are based on the weighted average number of common shares outstanding during the periods. Diluted earnings per common share are based on the weighted average number of common shares and potential dilution of securities that could share in earnings. The differences between basic and diluted shares used for the calculation are the effect of employee and director stock options.

The following details the computations of the basic and diluted earnings per common share. (dollars and shares in thousands, except per share amounts.)

	Years Ended September 30
	2019		2018		2017
Common shares:
Weighted average common shares
outstanding during the period -
shares used for basic earnings
per common share		3,342		3,318		3,299
Common shares issuable under share
based payment plans which are
potentially dilutive		1		2		3
Common shares used for diluted
earnings per common share		3,343		3,320		3,302
Net income	$	1,763		5,119		1,829
Earnings per common share
Basic	$	.53		1.54		.55
Diluted	$	.53		1.54		.55

For 2019 and 2018, 181,983 and 147,909 shares, respectively, attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

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Employee Benefits

12 Months Ended

Sep. 30, 2019

Retirement Benefits [Abstract]

Employee Benefits

9. Employee Benefits.

The Company and certain subsidiaries and related entities (FRP) have a savings/profit sharing plan for the benefit of qualified employees. The savings feature of the plan incorporates the provisions of Section 401(k) of the Internal Revenue Code under which an eligible employee may elect to save a portion (within limits) of their compensation on a tax deferred basis. Patriot contributes to a participant’s account an amount equal to 50% (with certain limits) of the participant’s contribution. Additionally, the Company may make an annual discretionary contribution to the plan as determined by the Board of Directors, with certain limitations. The plan provides for deferred vesting with benefits payable upon retirement or earlier termination of employment. The Company’s cost was $780,000 in 2019, $784,000 in 2018 and $768,000 in 2017.

The Company has a Management Security Plan (MSP) for certain key employees. The accruals for future benefits are based upon the remaining years to retirement of the participating employees and other actuarial assumptions. The expense for fiscal 2019, 2018 and 2017 was $20,000, $22,000 and $23,000, respectively. The accrued benefit related to the Company under this plan as of September 30, 2019 and 2018 was $567,000 and $613,000, respectively.

The Company provides certain health benefits for retired employees. Employees may become eligible for those benefits if they were employed by the Company prior to December 10, 1992, meet the service requirements and reach retirement age while working for Patriot. The plan is contributory and unfunded. The Company accrues its allocated estimated cost of retiree health benefits over the years that the employees render service. The accrued postretirement benefit obligation for this plan related to the Company as of September 30, 2019 and 2018 was $221,000 and $204,000, respectively. The net periodic postretirement benefit credit or cost allocated to the Company was ($58,000), ($32,000) and ($33,000) for fiscal 2019, 2018 and 2017, respectively. The discount rate used in determining the Net Periodic Postretirement Benefit Cost was 3.7% for 2019, 3.7% for 2018 and 3.7% for 2017. The discount rate used in determining the Accumulated Postretirement Benefit Obligation (APBO) was 3.73% for 2019, 3.73% for 2018, and 3.73% for 2017. No medical trend is applicable because the Company’s share of the cost is frozen.

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Income Taxes - Provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2017
Income Tax Disclosure [Abstract]
Federal, current	$ 227	$ 865	$ 739
State, current	92	304	164
Current income tax expense	319	1,169	903
Deferred	311	(4,091)	(434)
Provision for income taxes	630	(2,922)	469
Federal, computed at statutory rate	474	532	781
State income taxes (net of Federal income tax benefit)	146	131	108
Excess tax benefits from stock option exercises	0	(170)	(427)
Gain on rate change due to Tax Cut and Jobs Act of 2017	0	(3,444)	0
Other, net	$ 10	$ 29	$ 7

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Earnings per share - Earnings per common share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2017
Earnings Per Share [Abstract]
Weighted average common shares outstanding during the period - shares used for basic earnings per common share	3,342	3,318	3,299
Common shares issuable under share based payment plans which are potentially dilutive	1	2	3
Common shares used for diluted earnings per common share	3,343	3,320	3,302
Net income	$ 1,763	$ 5,119	$ 1,829
Earnings per common share:
Earnings per common share-basic	$ .53	$ 1.54	$ .55
Earnings per common share-diluted	$ .53	$ 1.54	$ .55

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Intangible assets (Details) $ in Thousands	Sep. 30, 2019 USD ($) yr	Sep. 30, 2018 USD ($) yr
Gross Amount	$ 4,138	$ 4,138
Accumulated Amortization	3,437	3,283
Customer Value
Gross Amount	4,004	4,004
Accumulated Amortization	$ 3,303	$ 3,150
Useful life | yr	10.5	10.5
Trade name
Gross Amount	$ 72	$ 72
Accumulated Amortization	$ 72	$ 72
Useful life | yr	3.5	3.5
Non Compete
Gross Amount	$ 62	$ 62
Accumulated Amortization	$ 62	$ 61
Useful life | yr	5	5

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Document and Entity Information - USD ($)	12 Months Ended
	Sep. 30, 2019	Dec. 10, 2019	Mar. 31, 2019
Document And Entity Information
Entity Registrant Name	PATRIOT TRANSPORTATION HOLDING, INC.
Entity Central Index Key	0001616741
Document Type	10-K/A
Document Period End Date	Sep. 30, 2019
Amendment Flag	true
Amendment description	Attach interactive data
Current Fiscal Year End Date	--09-30
Entity Incorporation State Country	FL
Entity File Number	001-36605
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Emerging Growth Company	false
Entity Small Business Filer	true
Shell Company	false
Interactive data current	Yes
Entity Public Float			$ 47,051,488
Entity Common Stock, Shares Outstanding		3,351,329
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Net income	$ 1,763	$ 5,119	$ 1,829
Other comp. income (loss) net of tax:
Loss on retiree health, net	(51)	(32)	0
Unrealized investment gain (loss), net	14	(9)	0
Tax reform gain on retiree health	0	32	0
Comprehensive income	$ 1,726	$ 5,110	$ 1,829

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Related Party Agreements

12 Months Ended

Sep. 30, 2019

Related Party Transactions [Abstract]

Related Party Agreements

2. Related Party Agreements.

The Company provides FRP Holdings, Inc. (FRP) certain services including the services of certain shared executive 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, 2019.

The consolidated statements of income reflect charges and/or allocation to FRP Holdings, Inc. for these services of $1,398,000, $1,441,000, and $1,606,000 for fiscal 2019, 2018 and 2017, respectively. Included in the charges above are amounts recognized for corporate executive stock-based compensation expense. These charges are reflected as a reduction to corporate expenses.

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.

Patriot provided information technology services and previously subleased office space to Bluegrass Materials Company, LLC (“Bluegrass”). Mr. John Baker, brother of Edward L. Baker and uncle of Thompson S. Baker II, serves as Chairman of Bluegrass, and his son, Edward L. Baker II, serves as its Chief Executive Officer. Messrs. John Baker and Edward L. Baker II have a beneficial ownership interest in Bluegrass. Bluegrass paid $16,000 to the Company for fiscal 2017 for such information technology services and office space. The services to Bluegrass ceased on December 31, 2016. Patriot paid $7,000 to Bluegrass for information technology services for fiscal 2017.

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Accrued Insurance (Tables)

12 Months Ended

Sep. 30, 2019

Insurance [Abstract]

Accrued insurance liability (in thousands)

		2019		2018
Accrued insurance, current portion	$	1,339		1,896
Prepaid insurance claims		(1,607	)	(1,235	)
Accrued insurance, non-current		1,339		204
Total accrued insurance reported on the Company’s balance sheet	$	1,071		865
Captive agreement assets		3,143		3,644
Gross insurance liability estimate	$	4,214		4,509

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Unusual or Infrequent Items Impacting Results

12 Months Ended

Sep. 30, 2019

Unusual or Infrequent Items, or Both [Abstract]

Unusual or Infrequent Items Impacting Results

13. Unusual or Infrequent Items Impacting Results.

First quarter 2019 net income included $634,000, or $.19 per share, from gains on real estate sales. Second quarter 2019 net income included $179,000 or $.05 per share, from a gain of $247,000 on the insurance settlement for hurricane damages and losses sustained at our Panama City, Florida location in this year’s first quarter.

First quarter 2018 net income included $3,041,000, or $.92 per share, due to a deferred tax benefit resulting from revaluing the company’s net deferred tax liabilities per the Tax Cuts and Jobs Act of 2017. As the Company has a September 30 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of approximately 24.28% for our fiscal year ending September 30, 2018, and 21% for subsequent fiscal years. The effective tax rate including the effect of state income taxes, but not including excess tax benefits from stock option exercises, decreased from 39.5% to 30.5% for fiscal 2018 and was projected to be 27.5% for subsequent years.

Fourth quarter 2018 net income included $403,000, or $.12 per share, due to a deferred tax benefit resulting from finalizing the revaluation of the company’s net deferred tax liabilities per the Tax Cuts and Jobs Act of 2017.

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Operating Leases (Tables)

12 Months Ended

Sep. 30, 2019

Leases [Abstract]

Future minimum annual lease payments for assets under operating leases (in thousands)

Fiscal Year	Total
2020	1,089
2021	825
2022	734
2023	240
2024	—
Thereafter	—
Total minimum lease payments	$	2,888

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Earnings per share (Details Narrative) - shares	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Earnings Per Share [Abstract]
Anti-dilutive shares	181,983	147,909

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Accounting Policies (Details Narrative) $ in Thousands	12 Months Ended
	Sep. 30, 2019 USD ($) Units	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)
Depreciation	$ 8,317	$ 9,298	$ 10,089
Self insurance retention	$250,000 to $500,000
Health insurance stop loss coverage	$ 250
Health insurance aggregate	84
Per occurrence loss	250
Lease obligations	4,104
Right to use assets	$ 3,873
Leased Tractors
Leased units | Units	30
Property Leases
Leased units | Units	8
Building and Improvements
Estimated useful lives	7-39 years
Revenue equipment
Estimated useful lives	7-10 years
Other equipment
Estimated useful lives	3-10 years
Petroleum Products
Percentage of Business	86.00%
Dry Bulk Commodities
Percentage of Business	14.00%

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Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Unrealized gain (loss) on treasury bills	$ 14	$ (13)
Amortized cost of investments in treasury bills	5,977	17,311
Carrying amount of investments in treasury bills	5,983	17,298
Fair value of investments in treasury bills	$ 5,983	$ 17,298

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Accounting Policies

12 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Accounting Policies

1. Accounting Policies.

DESCRIPTION OF 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 predominately using Company employees driving Company owned tractors and tank trailers. Approximately 86% 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 14% of our business consists of hauling our customers’ dry bulk commodities such as cement, lime and various industrial powder products and liquid chemicals. Our operations are comprised of one reportable segment.

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts, certain assets, liabilities, and expenses of Patriot and its wholly owned subsidiaries that comprise the Company. All significant intercompany transactions within the consolidated entity have been eliminated.

CASH AND CASH EQUIVALENTS –The Company considers all highly liquid debt instruments with maturities of three months or less at time of purchase to be cash equivalents. Bank overdrafts consist of outstanding checks not yet presented to a bank for settlement, net of cash held in accounts with right of offset.

TREASURY BILLS AVAILABLE FOR SALE – Consists of maturities of 3 months to 1 year at time of purchase.

INVENTORY - Inventory of parts and supplies is valued at the lower of cost (first-in, first-out) or market.

TIRES ON EQUIPMENT - The value of tires on tractors and trailers is accounted for as a prepaid expense and amortized over the life of the tires as a function of miles driven.

REVENUE AND EXPENSE RECOGNITION – Transportation revenue, including fuel surcharges, is recognized when the services have been rendered to customers or delivery has occurred, the pricing is fixed or determinable and collectibility is reasonably assured. Transportation expenses are recognized as incurred.

The Company adopted ASU No. 2014-09, “Revenue from Contracts with Customers” on October 1, 2018. Management has identified that a legally enforceable contract with its customers is executed by both parties at the point of pickup of the shipper’s product, as evidenced by the bill of lading. Although the Company may have master agreements with its customers, these master agreements only establish terms. There is no financial obligation to the shipper until the Company takes possession of the load and there are no significant performance obligations after delivery. Revenue is recognized for each individual load and the amount of revenue in progress at the end of each quarter is insignificant. There is no significant amount of judgment or uncertainty in recording revenue. The Company’s adoption of this guidance did not result in a material impact on its financial statements.

ACCOUNTS RECEIVABLE - Accounts receivable are recorded net of discounts and provisions for estimated allowances. We estimate allowances on an ongoing basis by considering historical and current trends. We record estimated bad debts expense as a selling, general and administrative expense. We estimate the net collectibility of our accounts receivable and establish an allowance for doubtful accounts based upon this assessment. Specifically, we analyze the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms. Any trade accounts receivable balances written off are charged against the allowance for doubtful accounts. The Company has not experienced any significant credit-related losses in the past three years.

PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost less accumulated depreciation. Provision for depreciation of property and equipment is computed using the straight-line method based on the following estimated useful lives:

	Years
Building and improvements	7-39
Revenue equipment	7-10
Other equipment	3-10

The Company recorded depreciation expenses for 2019, 2018 and 2017 of $8,317,000, $9,298,000 and $10,089,000, respectively. Gains and losses upon disposition are reflected in operating results in the period of disposition. Direct internal and external costs to implement computer systems and internal-use software are capitalized. Capitalized costs are depreciated over the estimated useful life of the system or software, generally 5 years, beginning when site installation or module development is complete and ready for use.

IMPAIRMENT OF LONG-LIVED ASSETS - The Company periodically reviews its long-lived assets, which include property and equipment and purchased intangible assets subject to amortization, for potential impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. The analysis consists of a review of future anticipated results considering business prospects and asset utilization. If the sum of these future cash flows (undiscounted and without interest charges) is less than the carrying amount of the assets, the Company would record an impairment loss based on the fair value of the assets with the fair value of the assets generally based upon an estimate of the discounted future cash flows expected with regards to the assets and their eventual disposition.

GOODWILL – Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The Company’s operations are comprised of one operating segment and therefore one reporting unit. The fair value of each reporting unit is determined and compared to the book value of the reporting unit. If the fair value of the reporting unit is less than the book value, including goodwill, then the recorded goodwill is impaired to its implied fair value with a charge to operating expense.

INSURANCE - The Company has a $250,000 to $500,000 self-insured retention per occurrence in connection with certain of its workers’ compensation, automobile liability, and general liability insurance programs (“risk insurance”). The Company is also self-insured for its employee health insurance benefits and carries stop loss coverage for losses over $250,000 per covered participant per year plus a $84,500 aggregate. The Company has established an accrued liability for the estimated cost in connection with its portion of its risk and health insurance losses incurred and reported. Claims paid by the Company are charged against the liability. Additionally, the Company maintains an accrued liability for incurred but not reported claims based on historical analysis of such claims. Payments made under a captive agreement for each year’s loss fund are scheduled in advance using actuarial methodology. The captive agreement provides that we will share in the underwriting results, good or bad, within a $250,000 per occurrence layer of loss through retrospective premium adjustments. The method of calculating the accrual liability is subject to inherent uncertainty. If actual results are less favorable than the estimates used to calculate the liabilities, the Company would have to record expenses in excess of what has been accrued.

INCOME TAXES - Deferred tax assets and liabilities are recognized based on differences between financial statement and tax bases of assets and liabilities using presently enacted tax rates. Deferred income taxes result from temporary differences between pre-tax income reported in the financial statements and taxable income. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit. The second step is to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the amounts rely upon the determination of the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law and expiration of statutes of limitations, effectively settled issues under audit, and audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. It is the Company’s policy to recognize as additional income tax expense the items of interest and penalties directly related to income taxes.

STOCK BASED COMPENSATION – The Company accounts for compensation related to share based plans by recognizing the grant date fair value of stock options and other equity-based compensation issued to Company employees over the requisite employee service period using the straight-line attribution model. In addition, compensation expense must be recognized for the change in fair value of any awards modified, repurchased or cancelled after the grant date. The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used in the model and related impact are discussed in Footnote 6.

PENSION PLAN - The Company has a defined benefit plan for certain key employees, See note 9 discussion of MSP Plan, and accounts for its pension plan following the requirements of FASB ASC Topic 715, “Compensation – Retirement Benefits”, which requires an employer to: (a) recognize in its statement of financial position the funded status of a benefit plan; (b) measure defined benefit plan assets and obligations as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise but are not recognized as components of net periodic benefit costs pursuant to prior existing guidance.

EARNINGS PER COMMON SHARE - Basic earnings per common share are based on the weighted average number of common shares outstanding during the periods. Diluted earnings per common share are based on the weighted average number of common shares and potential dilution of securities that could share in earnings. The differences between basic and diluted shares used for the calculation are the effect of employee and director stock options and restricted stock.

USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain accounting policies and estimates are of more significance in the financial statement preparation process than others. The most critical accounting policies and estimates include the economic useful lives and salvage values of our vehicles and equipment, provisions for uncollectible accounts receivable, estimates of exposures related to our insurance claims plans, and estimates for taxes. To the extent that actual, final outcomes are different than these estimates, or that additional facts and circumstances result in a revision to these estimates, earnings during that accounting period will be affected.

ENVIRONMENTAL - Environmental expenditures that benefit future periods are capitalized. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded for the estimated amount of expected environmental assessments and/or remedial efforts. Estimation of such liabilities includes an assessment of engineering estimates, continually evolving governmental laws and standards, and potential involvement of other potentially responsible parties.

COMPREHENSIVE INCOME – Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) refers to expenses, gains, and losses that are not included in net income, but rather are recorded directly in shareholder’s equity.

RECENTLY ISSUED ACCOUNTING STANDARDS – In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” which replaces existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. The new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. Management has identified that a legally enforceable contract with its customers is executed by both parties at the point of pickup of the shipper’s product, as evidenced by the bill of lading. Although the Company may have master agreements with its customers, these master agreements only establish terms. There is no financial obligation to the shipper until the Company takes possession of the load. Revenue is recognized for each individual load and the amount of revenue in progress at the end of each quarter is insignificant. There is no significant amount of judgment or uncertainty in recording revenue. The Company adopted this standard on October 1, 2018, and its adoption of this guidance did not result in a material impact on its financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which requires lessees to recognize a right-to-use asset and a lease liability for the obligation to make lease payments measured at the present value of the lease payments for all leases with terms greater than twelve months. The provisions of this update and additional guidance in subsequent ASUs will become effective for us beginning October 1, 2019. In July 2018, the FASB issued ASU No. 2018-11, “Leases” which provides an optional transition method allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, with no restatement of comparative prior periods required. We currently intend to adopt the standard using this optional transition method. As of September 30, 2019, the Company has 8 property leases with an expected life over 12 months and 30 leased tractors and expects to recognize $3,873,000 in right-to-use assets and $4,104,000 in corresponding lease obligations upon adoption.

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Consolidated Statements of Income - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2017
Revenues:
Total revenues	$ 108,716	$ 114,065	$ 112,165
Cost of operations:
Compensation and benefits	47,549	48,010	48,109
Fuel expenses	15,805	17,434	14,991
Repairs & tires	7,373	7,194	7,077
Other operating	4,811	4,679	4,418
Insurance and losses	9,426	11,729	10,728
Depreciation expense	7,870	8,759	9,542
Rents, tags & utilities	3,406	3,385	3,384
Sales, general & administrative	9,884	9,735	9,404
Corporate expenses	2,270	2,124	2,711
Gain on disposition of PP&E	(1,657)	(1,030)	(571)
Total cost of operations	106,737	112,019	109,793
Total operating profit	1,979	2,046	2,372
Interest income and other	446	190	6
Interest expense	(32)	(39)	(80)
Income before income taxes	2,393	2,197	2,298
Provision for (benefit from) income taxes	630	(2,922)	469
Net income	$ 1,763	$ 5,119	$ 1,829
Earnings per common share:
Net income - basic	$ .53	$ 1.54	$ .55
Net income - diluted	$ .53	$ 1.54	$ .55
Number of shares (in thousands) used in computing:
-basic earnings per common share	3,342	3,318	3,299
-diluted earnings per common share	3,343	3,320	3,302
Transportation
Revenues:
Transportation revenues	$ 98,279	$ 103,131	$ 105,334
Fuel Surcharges
Revenues:
Transportation revenues	$ 10,437	$ 10,934	$ 6,831

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Goodwill and Intangible Assets

12 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

14. Goodwill and Intangible Assets.

The changes in gross carrying amounts of goodwill are as follows (in thousands):

	Goodwill
October 1, 2016	$	3,431
No activity		—
September 30, 2017		3,431
No activity		—
September 30, 2018		3,431
No activity		—
September 30, 2019	$	3,431

The Company assesses goodwill for impairment on an annual basis in the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The Company reviews intangible assets, including customer value, trade name and non-compete agreements, for impairment, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset group to the future undiscounted net cash flows expected to be generated by those assets. If such assets are considered to be impaired, the impairment charge recognized is the amount by which the carrying amounts of the assets exceeds the fair value of the assets.

The gross amounts and accumulated amortization (including impairment) of identifiable intangible assets are as follows (in thousands):

	September 30, 2019				September 30, 2018
		Gross		Accumulated		Gross		Accumulated
		Amount		Amortization		Amount		Amortization
Amortizable intangible assets:
Customer value (useful life 10.5 years)		4,004		3,303		4,004		3,150
Trade name (useful life 3.5 years)		72		72		72		72
Non-compete (useful life 5 years)		62		62		62		61
	$	4,138	$	3,437	$	4,138	$	3,283

Amortization expense for intangible assets was $153,000 for 2019 and it is included in sales, general and administrative expense. Estimated amortization expense for the five succeeding years follows (in thousands): 

	Amount
2020	$	153
2021		153
2022		153
2023		153
2024		89
Total	$	701

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Earnings per share (Tables)

12 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Computations of the basic and diluted earning per common share (dollars and shares in thousands, except per share amounts)

	Years Ended September 30
	2019		2018		2017
Common shares:
Weighted average common shares
outstanding during the period -
shares used for basic earnings
per common share		3,342		3,318		3,299
Common shares issuable under share
based payment plans which are
potentially dilutive		1		2		3
Common shares used for diluted
earnings per common share		3,343		3,320		3,302
Net income	$	1,763		5,119		1,829
Earnings per common share
Basic	$	.53		1.54		.55
Diluted	$	.53		1.54		.55

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in gross carrying amounts of goodwill (in thousands)

	Goodwill
October 1, 2016	$	3,431
No activity		—
September 30, 2017		3,431
No activity		—
September 30, 2018		3,431
No activity		—
September 30, 2019	$	3,431

Identifiable intangible assets gross amounts and accumulated amortization (in thousands)

	September 30, 2019				September 30, 2018
		Gross		Accumulated		Gross		Accumulated
		Amount		Amortization		Amount		Amortization
Amortizable intangible assets:
Customer value (useful life 10.5 years)		4,004		3,303		4,004		3,150
Trade name (useful life 3.5 years)		72		72		72		72
Non-compete (useful life 5 years)		62		62		62		61
	$	4,138	$	3,437	$	4,138	$	3,283

Estimated amortization expense for five succeeding years (in thousands)

	Amount
2020	$	153
2021		153
2022		153
2023		153
2024		89
Total	$	701

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Employee Benefits (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2017
Retirement Benefits [Abstract]
Company 401k contribution	50.00%	50.00%	50.00%
Savings/profit sharing plan company contribution	$ 780	$ 784	$ 768
Management Security Plan expense	20	22	23
Management Security Plan accrued benefit	567	613
Accrued postretirement benefit obligation	221	204
Net periodic postretirement benefit credit or cost	$ (58)	$ (32)	$ (33)
Net periodic postretirement benefit cost discount rate	3.70%	3.70%	3.70%
Accumulated postretirement benefit obligation discount rate	3.73%	3.73%	3.73%

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Operating Leases (Details Narrative) $ in Thousands	12 Months Ended
	Sep. 30, 2019 USD ($) Units	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)
Aggregate expense under operating leases | $	$ 1,549	$ 1,274	$ 1,198
Leased Tractors
Leased units | Units	30

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Estimated Amortization expense (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2020	$ 153
2021	153
2022	153
2023	153
2024	89
Total	$ 701

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Unusual or Infrequent Items Impacting Results (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2017
Deferred tax benefit					$ 0	$ 3,444	$ 0
US statutory federal rate					21.00%	24.28%
Effective tax rate					27.50%	30.50%	39.50%
Real Estate Sales
Gain included in net income		$ 634
Per share gain included in net income		$ .19
Insurance Settlement
Gain included in net income	$ 179
Per share gain included in net income	$ .05
Gain included in income statement	$ 247
Tax Reform
Deferred tax benefit			$ 403	$ 3,041
Deferred tax benefit per share			$ .12	$ .92

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Stock-Based Compensation Plans

12 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation Plans

6. Stock-Based Compensation Plans.

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 252,180 at September 30, 2019.

Patriot utilizes the Black-Scholes valuation model for estimating fair value of stock compensation for options awarded to officers and employees. Each grant is evaluated based upon assumptions at the time of grant. The assumptions are no dividend yield, expected volatility between 26% and 46%, risk-free interest rate of .3 to 3.0% and expected life of 3.0 to 7.0 years.

The dividend yield of zero is based on the fact that Patriot has not paid cash dividends. Expected volatility is estimated based on historical experience over a period equivalent to the expected life in years. The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate at the date of grant with a term consistent with the expected life of the options granted. The expected life calculation is based on the observed and expected time to exercise options by the employees.

In December 2016, the Company approved and issued a long-term performance incentive to an officer in the form of stock appreciation rights. The Company granted 80,000 stock appreciation rights. The market price was $23.13 on the date of grant and the executive will get a cash award at age 65 based upon the stock price at that date compared to the stock price at the date of grant but in no event will the award be less than $500,000. The Company plans to expense the fair value of the award over the 9.1 year vesting period to the officer’s attainment of age 65. The accrued liability under this plan as of September 30, 2019 and 2018 was $252,000 and $161,000, respectively.

In March 2017, in recognition of Thompson S. Baker II's outstanding service to FRP, the Board approved the vesting of all of Mr. Baker's outstanding FRP stock options, which expired 90 days following the termination of his employment. The vesting of Mr. Baker’s outstanding FRP options that were issued prior to the spin-off required modification stock compensation expense of $150,000. FRP reimbursed Patriot for this cost.

The annual director stock grant was 18,863 shares in fiscal 2019 at $19.25, 18,863 shares in fiscal 2018 at $19.53, and 14,449 shares in fiscal 2017 at $25.50, based on the market prices indicated on the date of the grants.

The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands):

	Years Ended September 30
	2019		2018		2017
Stock option grants	$	227		221		440
Annual director stock award		363		368		368
	$	590		589		808

A summary of Company stock options is presented below (in thousands, except share and per share amounts):

				Weighted		Weighted		Weighted
	Number			Average		Average		Average
	Of			Exercise		Remaining		Grant Date
Options	Shares			Price		Term (yrs)		Fair Value(000's)
Outstanding at
October 1, 2016		110,811		$	22.52		6.2	$	999
Granted		40,780			21.25				272
Forfeited		(1,336	)		24.24				(12	)
Outstanding at
September 30, 2017		150,255		$	22.16		6.3	$	1,259
Granted		33,960			18.57				240
Exercised		(5,801	)		21.44				(53	)
Forfeited		(5,319	)		22.03				(48	)
Outstanding at
September 30, 2018		173,095		$	21.49		6.3	$	1,398
Granted		29,920			20.10				240
Exercised		(4,000	)		18.84				(31	)
Forfeited		(10,000	)		18.24				(76	)
Outstanding at
September 30, 2019		189,015		$	21.49		6.3	$	1,531
Exercisable at
September 30, 2019		104,084		$	22.45		5.0	$	854
Vested during
twelve months ended
September 30, 2019		19,724						$	174

The following table summarizes information concerning stock options outstanding at September 30, 2019:

	Shares	Weighted			Weighted
Range of Exercise	Under	Average			Average
Prices per Share	Option	Exercise Price			Remaining Life
Non-exercisable:
$16.50 – $20.63	57,088			8.84		8.7
$20.64 - $25.78	26,387			22.01		6.8
$25.79-32.23	1,456			26.77		5.2
	84,931		$	20.32		8.0	Years
Exercisable:
$16.50 - $20.63	32,854			18.62		3.6
$20.64 - $25.78	53,468			22.70		5.9
$25.79 - $32.23	17,762			28.80		4.7
	104,084		$	22.45		5.0	Years
Total	189,015		$	21.49		6.3	Years

The aggregate intrinsic value of exercisable Company options was $9,000 and the aggregate intrinsic value of all outstanding in-the-money options was $9,000 based on the Company’s market closing price of $17.90 on September 30, 2019 less exercise prices.

The realized tax benefit from option exercises during fiscal 2019 was $62,000 which pertained to FRP options exercised that were granted prior to the Spin-off to persons employed by Patriot. The unrecognized compensation expense of Patriot options granted as of September 30, 2019 was $504,000, which is expected to be recognized over a weighted-average period of 3.1 years.

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Fair Value Measurements

12 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

10. 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 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 are those that are unobservable and significant to the overall fair value measurement

During fiscal year 2018 and 2019, the Company invested in treasury bills with maturities at time of purchase of 3 months to 1 year. The unrealized gains on these investments of $14,000 in 2019 and the unrealized loss was $13,000 in 2018. The unrealized gains and losses are recorded as part of comprehensive income and based on the market value (Level 1). The amortized cost of the investments was $5,977,000 and the carrying amount and fair value was $5,983,000 as of September 30, 2019. The amortized cost of the investments was $17,311,000 and the carrying amount and fair value was $17,298,000 as of September 30, 2018.

At September 30, 2019 and September 30, 2018, 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.

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Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2017
Carrying Amount Of Goodwill
Beginning Balance Goodwill	$ 3,431	$ 3,431	$ 3,431
Acquisitions	0	0	0
Ending Balance Goodwill	$ 3,431	$ 3,431	$ 3,431

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Stock-Based Compensation Plans - Summary of Stock Options Outstanding (Details)	12 Months Ended
	Sep. 30, 2019 yr $ / shares shares	Sep. 30, 2018 $ / shares	Sep. 30, 2017 $ / shares	Sep. 30, 2016 $ / shares
Shares under option | shares	189,015
Weighted average exercise price	$ 21.49	$ 21.49	$ 22.16	$ 22.52
Weighted average remaining life | yr	6.3
$16.50 - $20.63 Non-exercisable
Shares under option | shares	57,088
Weighted average exercise price	$ 8.84
Weighted average remaining life | yr	8.7
Minimum exercise price	$ 16.50
Maximum exercise price	$ 20.63
$20.64 - $25.78 Non-exercisable
Shares under option | shares	26,387
Weighted average exercise price	$ 22.01
Weighted average remaining life | yr	6.8
Minimum exercise price	$ 20.64
Maximum exercise price	$ 25.78
$25.79 - $32.23 Non-exercisable
Shares under option | shares	1,456
Weighted average exercise price	$ 26.77
Weighted average remaining life | yr	5.2
Minimum exercise price	$ 25.79
Maximum exercise price	$ 32.23
Non-exercisable
Shares under option | shares	84,931
Weighted average exercise price	$ 20.32
Weighted average remaining life | yr	8.0
$16.50 - $20.63
Shares under option | shares	32,854
Weighted average exercise price	$ 18.62
Weighted average remaining life | yr	3.6
Minimum exercise price	$ 16.50
Maximum exercise price	$ 20.63
$20.64 - $25.78
Shares under option | shares	53,468
Weighted average exercise price	$ 22.70
Weighted average remaining life | yr	5.9
Minimum exercise price	$ 20.64
Maximum exercise price	$ 25.78
$25.79 - $32.23
Shares under option | shares	17,762
Weighted average exercise price	$ 28.80
Weighted average remaining life | yr	4.7
Minimum exercise price	$ 25.79
Maximum exercise price	$ 32.23
Exercisable
Shares under option | shares	104,084
Weighted average exercise price	$ 22.45
Weighted average remaining life | yr	5.0

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Operating Leases - Leases (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Leases [Abstract]
Future minimum operating lease payments 2020	$ 1,089
Future minimum operating lease payments 2021	825
Future minimum operating lease payments 2022	734
Future minimum operating lease payments 2023	240
Future minimum operating lease payments 2024	0
Future minimum operating lease payments therafter	0
Total Minimum operating lease payments	$ 2,888

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Accounting Policies (Policies)

12 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

DESCRIPTION OF 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 predominately using Company employees driving Company owned tractors and tank trailers. Approximately 86% 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 14% of our business consists of hauling our customers’ dry bulk commodities such as cement, lime and various industrial powder products and liquid chemicals. Our operations are comprised of one reportable segment.

Principles of consolidation

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts, certain assets, liabilities, and expenses of Patriot and its wholly owned subsidiaries that comprise the Company. All significant intercompany transactions within the consolidated entity have been eliminated.

Cash and Cash Equivalents

CASH AND CASH EQUIVALENTS –The Company considers all highly liquid debt instruments with maturities of three months or less at time of purchase to be cash equivalents. Bank overdrafts consist of outstanding checks not yet presented to a bank for settlement, net of cash held in accounts with right of offset.

Treasury Bills Available for Sale

TREASURY BILLS AVAILABLE FOR SALE - Consists of maturities of 3 months to 1 year at time of purchase.

Inventory

INVENTORY - Inventory of parts and supplies is valued at the lower of cost (first-in, first-out) or market.

Tires on Equipment

TIRES ON EQUIPMENT - The value of tires on tractors and trailers is accounted for as a prepaid expense and amortized over the life of the tires as a function of miles driven.

Revenue and Expense Recognition

REVENUE AND EXPENSE RECOGNITION – Transportation revenue, including fuel surcharges, is recognized when the services have been rendered to customers or delivery has occurred, the pricing is fixed or determinable and collectibility is reasonably assured. Transportation expenses are recognized as incurred.

The Company adopted ASU No. 2014-09, “Revenue from Contracts with Customers” on October 1, 2018. Management has identified that a legally enforceable contract with its customers is executed by both parties at the point of pickup of the shipper’s product, as evidenced by the bill of lading. Although the Company may have master agreements with its customers, these master agreements only establish terms. There is no financial obligation to the shipper until the Company takes possession of the load and there are no significant performance obligations after delivery. Revenue is recognized for each individual load and the amount of revenue in progress at the end of each quarter is insignificant. There is no significant amount of judgment or uncertainty in recording revenue. The Company’s adoption of this guidance did not result in a material impact on its financial statements.

Accounts Receivable

ACCOUNTS RECEIVABLE - Accounts receivable are recorded net of discounts and provisions for estimated allowances. We estimate allowances on an ongoing basis by considering historical and current trends. We record estimated bad debts expense as a selling, general and administrative expense. We estimate the net collectibility of our accounts receivable and establish an allowance for doubtful accounts based upon this assessment. Specifically, we analyze the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms. Any trade accounts receivable balances written off are charged against the allowance for doubtful accounts. The Company has not experienced any significant credit-related losses in the past three years.

Property and Equipment

PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost less accumulated depreciation. Provision for depreciation of property and equipment is computed using the straight-line method based on the following estimated useful lives:

	Years
Building and improvements	7-39
Revenue equipment	7-10
Other equipment	3-10

The Company recorded depreciation expenses for 2019, 2018 and 2017 of $8,317,000, $9,298,000 and $10,089,000, respectively. Gains and losses upon disposition are reflected in operating results in the period of disposition. Direct internal and external costs to implement computer systems and internal-use software are capitalized. Capitalized costs are depreciated over the estimated useful life of the system or software, generally 5 years, beginning when site installation or module development is complete and ready for use.

Impairment of Long-Lived assets

IMPAIRMENT OF LONG-LIVED ASSETS - The Company periodically reviews its long-lived assets, which include property and equipment and purchased intangible assets subject to amortization, for potential impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. The analysis consists of a review of future anticipated results considering business prospects and asset utilization. If the sum of these future cash flows (undiscounted and without interest charges) is less than the carrying amount of the assets, the Company would record an impairment loss based on the fair value of the assets with the fair value of the assets generally based upon an estimate of the discounted future cash flows expected with regards to the assets and their eventual disposition.

Goodwill

GOODWILL – Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The Company’s operations are comprised of one operating segment and therefore one reporting unit. The fair value of each reporting unit is determined and compared to the book value of the reporting unit. If the fair value of the reporting unit is less than the book value, including goodwill, then the recorded goodwill is impaired to its implied fair value with a charge to operating expense.

Insurance

INSURANCE - The Company has a $250,000 to $500,000 self-insured retention per occurrence in connection with certain of its workers’ compensation, automobile liability, and general liability insurance programs (“risk insurance”). The Company is also self-insured for its employee health insurance benefits and carries stop loss coverage for losses over $250,000 per covered participant per year plus a $84,500 aggregate. The Company has established an accrued liability for the estimated cost in connection with its portion of its risk and health insurance losses incurred and reported. Claims paid by the Company are charged against the liability. Additionally, the Company maintains an accrued liability for incurred but not reported claims based on historical analysis of such claims. Payments made under a captive agreement for each year’s loss fund are scheduled in advance using actuarial methodology. The captive agreement provides that we will share in the underwriting results, good or bad, within a $250,000 per occurrence layer of loss through retrospective premium adjustments. The method of calculating the accrual liability is subject to inherent uncertainty. If actual results are less favorable than the estimates used to calculate the liabilities, the Company would have to record expenses in excess of what has been accrued.

Income Taxes

INCOME TAXES - Deferred tax assets and liabilities are recognized based on differences between financial statement and tax bases of assets and liabilities using presently enacted tax rates. Deferred income taxes result from temporary differences between pre-tax income reported in the financial statements and taxable income. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit. The second step is to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the amounts rely upon the determination of the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law and expiration of statutes of limitations, effectively settled issues under audit, and audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. It is the Company’s policy to recognize as additional income tax expense the items of interest and penalties directly related to income taxes.

Stock Based Compensation

STOCK BASED COMPENSATION – The Company accounts for compensation related to share based plans by recognizing the grant date fair value of stock options and other equity-based compensation issued to Company employees over the requisite employee service period using the straight-line attribution model. In addition, compensation expense must be recognized for the change in fair value of any awards modified, repurchased or cancelled after the grant date. The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used in the model and related impact are discussed in Footnote 6.

Pension Plan

PENSION PLAN - The Company has a defined benefit plan for certain key employees, See note 9 discussion of MSP Plan, and accounts for its pension plan following the requirements of FASB ASC Topic 715, “Compensation – Retirement Benefits”, which requires an employer to: (a) recognize in its statement of financial position the funded status of a benefit plan; (b) measure defined benefit plan assets and obligations as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise but are not recognized as components of net periodic benefit costs pursuant to prior existing guidance.

Earnings Per Common Share

EARNINGS PER COMMON SHARE - Basic earnings per common share are based on the weighted average number of common shares outstanding during the periods. Diluted earnings per common share are based on the weighted average number of common shares and potential dilution of securities that could share in earnings. The differences between basic and diluted shares used for the calculation are the effect of employee and director stock options and restricted stock.

Use of Estimates

USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain accounting policies and estimates are of more significance in the financial statement preparation process than others. The most critical accounting policies and estimates include the economic useful lives and salvage values of our vehicles and equipment, provisions for uncollectible accounts receivable, estimates of exposures related to our insurance claims plans, and estimates for taxes. To the extent that actual, final outcomes are different than these estimates, or that additional facts and circumstances result in a revision to these estimates, earnings during that accounting period will be affected.

Environmental

ENVIRONMENTAL - Environmental expenditures that benefit future periods are capitalized. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded for the estimated amount of expected environmental assessments and/or remedial efforts. Estimation of such liabilities includes an assessment of engineering estimates, continually evolving governmental laws and standards, and potential involvement of other potentially responsible parties.

Comprehensive Income

COMPREHENSIVE INCOME – Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) refers to expenses, gains, and losses that are not included in net income, but rather are recorded directly in shareholder’s equity.

Recently Issued Accounting Standards

RECENTLY ISSUED ACCOUNTING STANDARDS – In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” which replaces existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. The new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. Management has identified that a legally enforceable contract with its customers is executed by both parties at the point of pickup of the shipper’s product, as evidenced by the bill of lading. Although the Company may have master agreements with its customers, these master agreements only establish terms. There is no financial obligation to the shipper until the Company takes possession of the load. Revenue is recognized for each individual load and the amount of revenue in progress at the end of each quarter is insignificant. There is no significant amount of judgment or uncertainty in recording revenue. The Company adopted this standard on October 1, 2018, and its adoption of this guidance did not result in a material impact on its financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which requires lessees to recognize a right-to-use asset and a lease liability for the obligation to make lease payments measured at the present value of the lease payments for all leases with terms greater than twelve months. The provisions of this update and additional guidance in subsequent ASUs will become effective for us beginning October 1, 2019. In July 2018, the FASB issued ASU No. 2018-11, “Leases” which provides an optional transition method allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, with no restatement of comparative prior periods required. We currently intend to adopt the standard using this optional transition method. As of September 30, 2019, the Company has 8 property leases with an expected life over 12 months and 30 leased tractors and expects to recognize $3,873,000 in right-to-use assets and $4,104,000 in corresponding lease obligations upon adoption.

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Income Taxes (Tables)

12 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Provision for income taxes for continuing operations (in thousands)

		2019	2018		2017
Current:
Federal	$	227	865		739
State		92	304		164
		319	1,169		903
Deferred		311	(4,091	)	(434	)
Total	$	630	(2,922	)	469

Income tax reconciliation at statutory Federal income tax rate (in thousands)

		2019	2018		2017
Amount computed at statutory
Federal rate	$	474	532		781
State income taxes (net of Federal
income tax benefit)		146	131		108
Excess tax benefits from stock option exercises		—	(170	)	(427	)
Gain on rate change due to Tax Cut and Jobs
Act of 2017		—	(3,444	)	—
Other, net		10	29		7
Provision for income taxes	$	630	(2,922	)	469

Deferred tax assets and liabilities (in thousands)

		2019	2018
Deferred tax liabilities:
Property and equipment	$	7,178	6,849
Prepaid expenses		624	478
Gross deferred tax liabilities		7,802	7,327
Deferred tax assets:
Insurance liabilities		599	448
Employee benefits and other		966	939
Gross deferred tax assets		1,565	1,387
Net deferred tax liability	$	6,237	5,940

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Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2018
Assets
Cash and cash equivalents	$ 15,233	$ 1
Treasury bills available for sale	5,983	17,298
Accounts receivable, net of allowance for doubtful accounts of $133 and $153, respectively	6,588	7,866
Federal and state taxes receivable	290	547
Inventory of parts and supplies	949	895
Prepaid tires on equipment	1,616	1,746
Prepaid taxes and licenses	536	609
Prepaid insurance	2,895	2,348
Prepaid expenses, other	334	134
Total current assets	34,424	31,444
Land	2,597	2,773
Buildings	5,847	5,713
Equipment	82,888	86,224
Property, plant and equipment, at cost	91,332	94,710
Less accumulated depreciation	57,765	60,799
Net property, plant and equipment	33,567	33,911
Goodwill	3,431	3,431
Intangible assets, net	701	855
Other assets, net	170	176
Total assets	72,293	69,817
Liabilities and Shareholders' Equity
Accounts payable	3,184	3,271
Bank overdraft	0	625
Accrued payroll and benefits	3,906	3,963
Accrued insurance	1,339	1,896
Accrued liabilities, other	398	408
Total current liabilities	8,827	10,163
Deferred income taxes	6,237	5,940
Accrued insurance	1,339	204
Other liabilities	1,093	1,104
Commitments and contingencies (Note 11)
Shareholders' Equity:
Preferred stock, 5,000,000 shares authorized, of which 250,000 shares are disignated Series A Junior Participating Preferred Stock; $0.01 par value; none issued and outstanding	0	0
Common stock, $.10 par value; (25,000,000 shares authorized; 3,351,329 and 3,328,466 shares issued and outstanding, respectively)	335	333
Capital in excess of par value	38,099	37,436
Retained earnings	16,235	14,472
Accumulated other comprehensive income, net	128	165
Total shareholders' equity	54,797	52,406
Total liabilties and shareholders' equity	$ 72,293	$ 69,817

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net income	$ 1,763	$ 5,119	$ 1,829
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8,474	9,469	10,293
Deferred income taxes	297	(4,105)	(434)
Gain on asset dispositions	(1,645)	(1,043)	(602)
Stock-based compensation	590	589	808
Net changes in operating assets and liabilities:
Accounts receivable	1,278	(224)	(599)
Inventory of parts and supplies	(54)	(40)	(44)
Prepaid expenses	(544)	(1,418)	198
Other assets	(400)	(64)	14
Accounts payable and accrued liabilities	(711)	(490)	(545)
Income taxes payable and receivable	257	(31)	(255)
Long-term insurance liabilities and other long-term liabilities	1,124	10	(3)
Net cash provided by operating activities	10,429	7,772	10,660
Cash flows from investing activities:
Purchase of property and equipment	(9,576)	(4,656)	(6,332)
Purchase of Treasury bills	(14,810)	(17,235)	0
Maturities of Treasury bills	26,500	0	0
Proceeds from the sale of property, plant and equipment	3,248	2,082	956
Net cash provided by (used in) investing activities	5,362	(19,809)	(5,376)
Cash flows from financing activities:
(Decrease) increase in bank overdrafts	(625)	625	0
Debt issue costs	(9)	0	0
Proceeds from exercised stock options	75	124	0
Net cash (used in) provided by financing activities	(559)	749	0
Net increase (decrease) in cash and cash equivalents	15,232	(11,288)	5,284
Cash and cash equivalents at beginning of year	1	11,289	6,005
Cash and cash equivalents at end of the year	15,233	1	11,289
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	29	33	53
Cash paid during the year for Income taxes	$ 123	$ 1,427	$ 1,578

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Stock-Based Compensation Plans (Details Narrative) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2019 USD ($) yr $ / shares shares	Sep. 30, 2018 USD ($) $ / shares	Sep. 30, 2017 USD ($) $ / shares	Dec. 21, 2016 USD ($) yr $ / shares shares
Share-based Payment Arrangement [Abstract]
Shares available for future issuance | shares	252,180
Dividend yield	0.00%
Expected minimum volatility	26.00%
Expected maximum volatility	46.00%
Expected life minimum | yr	3
Expecited life maximum | yr	7
Risk-free interest rate minimum	0.30%
Risk-free interest rate maximum	3.00%
Aggregate intrinsic value of exercisable options	$ 9
Aggregate intrinsic value of outstanding in-the-money options	$ 9
Market close price | $ / shares	$ 17.90			$ 23.13
Realized tax benefit from option exercises	$ 62
Realized tax benefit pertaining to FRP options	62
Total unrecognized compensation cost of options granted	$ 504
Compensation cost not yet vested recognition period	3 years 1 month 6 days
Stock option modification compensation expense			$ 150
Stock appreciation rights issued | shares				80,000
Minimum award for stock appreciation rights				$ 500
Stock appreciation rights vesting period | yr				9.1
Director stock grant market price | $ / shares	$ 19.25	$ 19.53	$ 25.50
Stock appreciation rights accrued liability	$ 252	$ 161

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Related Party Agreements (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2017
FRP
Charges/allocations to related parties	$ 1,398	$ 1,441	$ 1,606
Bluegrass
Charges/allocations to related parties			16
Payments made for information technology services			$ 7

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Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Sep. 30, 2017
Revenue	$ 108,716		$ 114,065	$ 112,165
Danfair Transport
Revenue		$ 2,300
Dividend Declared Special
Dividends Payable, Date Declared, Day, Month and Year	Dec. 04, 2019
Common Stock, Dividends, Per Share, Declared	$ 3.00
Dividends Payable, Date of Record, Day, Month and Year	Jan. 15, 2020
Dividends Payable, Date to be Paid, Day, Month and Year	Jan. 30, 2020
Dividend Declared [Member]
Dividends Payable, Date Declared, Day, Month and Year	Dec. 04, 2019
Common Stock, Dividends, Per Share, Declared	$ .15
Dividends Payable, Date of Record, Day, Month and Year	Jan. 15, 2020
Dividends Payable, Date to be Paid, Day, Month and Year	Jan. 30, 2020

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Income Taxes - Temporary differences (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Property and equipment	$ 7,178	$ 6,849
Prepaid expenses	624	478
Gross deferred tax liabilities	7,802	7,327
Insurance liabilities	599	448
Employee benefits and other	966	939
Gross deferred tax assets	1,565	1,387
Net deferred tax liability	$ 6,237	$ 5,940

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Stock-Based Compensation Plans - Stock Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2017
Share-based Payment Arrangement [Abstract]
Stock option grants	$ 227	$ 221	$ 440
Annual director stock award	363	368	368
Stock based compensation	$ 590	$ 589	$ 808

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Concentrations

12 Months Ended

Sep. 30, 2019

Risks and Uncertainties [Abstract]

Concentrations

12. 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 these industries could have an adverse effect on our financial statements.

Customers: During fiscal 2019, the Company’s ten largest customers accounted for approximately 63.1% of our revenue and one of these customers accounted for 19.2% of our revenue. Accounts receivable from the ten largest customers was $4,264,000 and $4,875,000 at September 30, 2019 and September 30, 2018 respectively. The loss of any one of these ten customers could have a material adverse effect on the Company’s revenues and income.

Deposits: Cash and cash equivalents are comprised of cash at Wells Fargo Bank, N.A. The balances may exceed FDIC limits.

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Operating Leases

12 Months Ended

Sep. 30, 2019

Leases [Abstract]

Leases

4. Operating Leases.

The Company leases certain assets under operating leases, which primarily consist of real estate leases for the corporate office and some of our terminal locations and 30 full-service leased 2019 model year tractors located in key areas without Company maintenance shops. Certain operating leases provide for renewal options, which can vary by lease and are typically offered at their fair rental value. The Company has not made any residual value guarantees related to its operating leases; therefore, there is no corresponding liability recorded on the Balance Sheets.

Future minimum annual lease payments for assets under operating leases as of September 30, 2019 are as follows (in thousands):

Fiscal Year	Total
2020	1,089
2021	825
2022	734
2023	240
2024	—
Thereafter	—
Total minimum lease payments	$	2,888

Aggregate expense under operating leases was $1,549,000, $1,274,000 and $1,198,000 for 2019, 2018 and 2017, respectively. Certain operating leases include rent escalation provisions, which are recognized as expense on a straight-line basis.

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Accrued Insurance

12 Months Ended

Sep. 30, 2019

Insurance [Abstract]

Accrued Insurance

8. Accrued Insurance.

The Company has established an accrued liability for the estimated cost in connection with its portion of its risk and health insurance losses incurred and reported. Payments made under a captive agreement for each year’s risk loss fund are scheduled in advance using actuarial methodology. Captive insurance assets available to us to settle risk insurance liabilities are not reported on our balance sheet as we do not control or consolidate the captive.

The accrued insurance liability at September 30 is summarized as follows (in thousands):

		2019		2018
Accrued insurance, current portion	$	1,339		1,896
Prepaid insurance claims		(1,607	)	(1,235	)
Accrued insurance, non-current		1,339		204
Total accrued insurance reported on the Company’s balance sheet	$	1,071		865
Captive agreement assets		3,143		3,644
Gross insurance liability estimate	$	4,214		4,509

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Goodwill and Intangible Assets (Details Narrative) $ in Thousands	12 Months Ended
	Sep. 30, 2019 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for intangible assets	$ 153

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Accrued Insurance (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2018
Accrued Insurance Details Abstract
Accrued insurance, current portion	$ 1,339	$ 1,896
Prepaid insurance claims	(1,607)	(1,235)
Accrued insurance, non-current	1,339	204
Total accrued insurance	1,071	865
Captive agreement assets	3,143	3,644
Gross accrued insurance	$ 4,214	$ 4,509

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Stock-Based Compensation Plans - Summary of Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2016
Share-based Payment Arrangement [Abstract]
Options outstanding	189,015	173,095	150,255	110,811
Options granted	29,920	33,960	40,780
Options forfeited	(10,000)	(5,319)	(1,336)
Options outstanding weighted average exercise price	$ 21.49	$ 21.49	$ 22.16	$ 22.52
Options outstanding weighted average exercise price - Granted	20.10	18.57	21.25
Options outstanding weighted average exercise price - forfeited	18.24	22.03	$ 24.24
Options outstanding weighted average exercise price - Exercised	$ 18.84	$ 21.44
Options outstanding weighted average remaining term	6 years 3 months 18 days	6 years 3 months 18 days	6 years 3 months 18 days	6 years 2 months 12 days
Options outstanding weighted average grant date fair value	$ 1,531	$ 1,398	$ 1,259	$ 999
Options granted weighted average grant date fair value	$ 240	$ 240	$ 272
Options forfeited weighted average grant date fair value	$ (76)	$ (48)	$ (12)
Options exercised weighted average grant date fair value	$ (31)	$ (53)
Options exercisable at September 30, 2019	104,084
Options exerciseable weighted average exercise price	$ 22.45
Options exercisable weighted average remaining term	5 years
Options exerciseable weighted average grant date fair value	$ 854
Options vested during twelve months ended September 30, 2019	19,724
Options vested weighted average grant date fair value	$ 174

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Debt

12 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Debt

3. Debt.

On December 28, 2018 the Company entered into a First Amendment to the 2015 Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A. ("Wells Fargo"), effective December 14, 2018. The Credit Agreement modifies the Company's prior Credit Agreement with Wells Fargo, dated January 30, 2015. The Credit Agreement establishes a five year revolving credit facility with a maximum facility amount of $35 million, with a separate sublimit for standby letters of credit. The credit facility limit may be increased to $50 million upon request by the Company, subject to the lender's discretion and the satisfaction of certain conditions. The interest rate under the Credit Agreement will be a maximum of 1.50% over LIBOR, which may be reduced quarterly to 1.25% or 1.0% over LIBOR if the Company meets a specified ratio of consolidated total debt to consolidated total capital. A commitment fee of 0.144% per annum is payable quarterly on the unused portion of the commitment but the amount may be reduced to 0.1145% or 0.086% if the Company meets a specified ratio of consolidated total debt to consolidated total capital. As of September 30, 2019, we had no outstanding debt borrowed on this revolver, $3,001,000 in commitments under letters of credit and $31,999,000 available for additional borrowings. The letter of credit fee is 1% and the applicable interest rate would have been 3.0435% on September, 2019.

This credit agreement contains certain conditions, affirmative financial covenants and negative covenants including a minimum tangible net worth. The Company was in compliance with all of its loan covenants as of September 30, 2019.

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Income Taxes

12 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Income Taxes

7. Income Taxes.

Fiscal 2018 net income included $3,444,000 due to a deferred tax benefit resulting from revaluing the company’s net deferred tax liabilities per the Tax Cuts and Jobs Act of 2017. As the Company has a September 30 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of approximately 24.28% for our fiscal year ending September 30, 2018, and 21% for subsequent fiscal years. The effective tax rate including the effect of state income taxes, but not including excess tax benefits from stock option exercises, is projected to decrease from 39.5% to 30.5% for fiscal 2018 and 27.5% for subsequent years. The tax rate for any year could be higher due to the impact of net worth taxes, permanent differences, and penalties and interest on lower than projected book income.

The provision for or benefit from income taxes for continuing operations for fiscal years ended September 30 consists of the following (in thousands):

		2019	2018		2017
Current:
Federal	$	227	865		739
State		92	304		164
		319	1,169		903
Deferred		311	(4,091	)	(434	)
Total	$	630	(2,922	)	469

A reconciliation between the amount of tax shown above and the amount computed at the statutory Federal income tax rate follows (in thousands):

		2019	2018		2017
Amount computed at statutory
Federal rate	$	474	532		781
State income taxes (net of Federal
income tax benefit)		146	131		108
Excess tax benefits from stock option exercises		—	(170	)	(427	)
Gain on rate change due to Tax Cut and Jobs
Act of 2017		—	(3,444	)	—
Other, net		10	29		7
Provision for income taxes	$	630	(2,922	)	469

In this reconciliation, the category “Other, net” consists of changes in permanent tax differences related to non-deductible expenses, goodwill tax amortization, interest and penalties, and adjustments to prior year estimates.

The types of temporary differences and their related tax effects that give rise to deferred tax assets and deferred tax liabilities at September 30, are presented below (in thousands):

		2019	2018
Deferred tax liabilities:
Property and equipment	$	7,178	6,849
Prepaid expenses		624	478
Gross deferred tax liabilities		7,802	7,327
Deferred tax assets:
Insurance liabilities		599	448
Employee benefits and other		966	939
Gross deferred tax assets		1,565	1,387
Net deferred tax liability	$	6,237	5,940

The Company has no unrecognized tax benefits.

Tax returns in the U.S. and various states are subject to audit by taxing authorities. As of September 30, 2019, the earliest tax year that remains open for audit in the Unites States is 2014. We do not have any material unpaid assessments.

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Contingent liabilities

12 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Contingent liabilities

11. 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.

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Subsequent Events

12 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

Subsequent Event

14. Subsequent Events.

In early November, 2019 the company closed on the acquisition of the assets of Danfair Transport out of Americus, GA. which had total revenues of approximately $2,300,000 in 2018.

On December 4, 2019 the Company’s Board of Directors declared a special cash dividend of $3.00 per share, or approximately $10 million in the aggregate, on the Company’s outstanding common stock. This one-time, special dividend is payable on January 30, 2020, to shareholders of record at the close of business on January 15, 2020. The Board of Directors also declared a quarterly dividend of $0.15 per share, payable on January 30, 2020, to shareholders of record on January 15, 2020. While the Company currently intends to continue the quarterly dividend, the Company cannot guarantee future dividends. 

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Stock-Based Compensation Plans (Tables)

12 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Stock Compensation Expense (in thousands)

	Years Ended September 30
	2019		2018		2017
Stock option grants	$	227		221		440
Annual director stock award		363		368		368
	$	590		589		808

Summary of Company stock options (in thousands, except share and per share amounts)

				Weighted		Weighted		Weighted
	Number			Average		Average		Average
	Of			Exercise		Remaining		Grant Date
Options	Shares			Price		Term (yrs)		Fair Value(000's)
Outstanding at
October 1, 2016		110,811		$	22.52		6.2	$	999
Granted		40,780			21.25				272
Forfeited		(1,336	)		24.24				(12	)
Outstanding at
September 30, 2017		150,255		$	22.16		6.3	$	1,259
Granted		33,960			18.57				240
Exercised		(5,801	)		21.44				(53	)
Forfeited		(5,319	)		22.03				(48	)
Outstanding at
September 30, 2018		173,095		$	21.49		6.3	$	1,398
Granted		29,920			20.10				240
Exercised		(4,000	)		18.84				(31	)
Forfeited		(10,000	)		18.24				(76	)
Outstanding at
September 30, 2019		189,015		$	21.49		6.3	$	1,531
Exercisable at
September 30, 2019		104,084		$	22.45		5.0	$	854
Vested during
twelve months ended
September 30, 2019		19,724						$	174

Summary information concerning stock options outstanding

	Shares	Weighted			Weighted
Range of Exercise	Under	Average			Average
Prices per Share	Option	Exercise Price			Remaining Life
Non-exercisable:
$16.50 – $20.63	57,088			8.84		8.7
$20.64 - $25.78	26,387			22.01		6.8
$25.79-32.23	1,456			26.77		5.2
	84,931		$	20.32		8.0	Years
Exercisable:
$16.50 - $20.63	32,854			18.62		3.6
$20.64 - $25.78	53,468			22.70		5.9
$25.79 - $32.23	17,762			28.80		4.7
	104,084		$	22.45		5.0	Years
Total	189,015		$	21.49		6.3	Years

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2018
Statement of Financial Position [Abstract]
Accounts receivable allowance for doubtful accounts	$ 133	$ 155
Preferred stock, par value	$ .01	$ .01
Preferred stock, shares authorized	5,000,000	5,000,000
Series A Junior Participating Preferred Stock	250,000	250,000
Preferred stock, shares issued	0	0
Common stock, par value	$ .10	$ .10
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	3,351,329	3,328,466

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Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Common Stock	Capital in Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Income, net of tax	Total
Beginning balance, shares at Sep. 30, 2016	3,289,353
Beginning balance, amount at Sep. 30, 2016	$ 329	$ 35,919	$ 7,524	$ 174	$ 43,946
Stock-based compensation		440			440
Shares granted to Directors, shares	14,449
Shares granted to Directors, amount	$ 1	367			368
Net income			1,829		1,829
Loss on retiree health, net					0
Unrealized gain (loss) on investment, net					0
Tax reform gain on retiree health					0
Ending balance, shares at Sep. 30, 2017	3,303,802
Ending balance, amount at Sep. 30, 2017	$ 330	36,726	9,353	174	46,583
Exercise of stock options, shares	5,801
Exercise of stock options, amount	$ 1	123			124
Stock-based compensation		221			221
Shares granted to Directors, shares	18,863
Shares granted to Directors, amount	$ 2	366			368
Net income			5,119		5,119
Loss on retiree health, net				(32)	(32)
Unrealized gain (loss) on investment, net				(9)	(9)
Tax reform gain on retiree health				32	32
Ending balance, shares at Sep. 30, 2018	3,328,466
Ending balance, amount at Sep. 30, 2018	$ 333	37,436	14,472	165	52,406
Exercise of stock options, shares	4,000
Exercise of stock options, amount		75			75
Stock-based compensation		227			227
Shares granted to Directors, shares	18,863
Shares granted to Directors, amount	$ 2	361			363
Net income			1,763		1,763
Loss on retiree health, net				(51)	(51)
Unrealized gain (loss) on investment, net				14	14
Tax reform gain on retiree health				0	0
Ending balance, shares at Sep. 30, 2019	3,351,329
Ending balance, amount at Sep. 30, 2019	$ 335	$ 38,099	$ 16,235	$ 128	$ 54,797

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Income Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2017
Income Taxes Details Narrative Abstract
Unrecognized tax benefits	$ 0	$ 0
Deferred tax benefit	$ 0	$ 3,444	$ 0
US statutory federal rate	21.00%	24.28%
Effective tax rate	27.50%	30.50%	39.50%

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Debt (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2018	Sep. 30, 2019	Dec. 14, 2018
Wells Fargo
Revolving Credit facility			$ 35,000
Credit facility increase maximum			$ 50,000
Credt agreement term	5 years
Borrowed under the revolver		$ 0
Letters of credit issued		3,001
Facility amount available for borrowing		$ 31,999
Compliance with loan covenants		all
Letter of credit fee		1.00%
Interest rate		3.0435%
Level I
Interest rate over LIBOR		1.50%
Commitment fee		0.144%
Level II
Interest rate over LIBOR		1.25%
Commitment fee		0.1145%
Level III
Interest rate over LIBOR		1.00%
Commitment fee		0.086%