Attached files

file filename
EX-10 - WELLS FARGO CREDIT AGREEMENT - FRP HOLDINGS, INC.wellspartriotcreditagreement.txt
EX-31 - CEO CERTIFICATION - FRP HOLDINGS, INC.ex31a.txt
EX-31 - CFO CERTIFICATION - FRP HOLDINGS, INC.ex31b.txt
EX-31 - CAO CERTIFICATION - FRP HOLDINGS, INC.ex31c.txt
EX-32 - SECTION 906 CERTIFICATION - FRP HOLDINGS, INC.ex32.txt
10-Q - COMPLIMENTARY PDF VERSION - FRP HOLDINGS, INC.patrdecq13.pdf
EXCEL - IDEA: XBRL DOCUMENT - FRP HOLDINGS, INC.Financial_Report.xls


                                     UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                         FORM 10-Q

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

                        For the quarterly period ended December 31, 2012

                                       OR

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

             For the transition period from ________________ to ________________


                                Commission file number: 33-26115

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

        FLORIDA                                                   59-2924957
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

200 W. FORSYTH ST., 7TH FLOOR, JACKSONVILLE, FL                       32202
(Address of principal executive offices)                          (Zip Code)

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

   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
and  posted  on  its  corporate  Web  site,  if any, every Interactive Data File
required  to  be  submitted  and  posted  pursuant to Rule 405 of Regulation S-T
(ss.232.405 of this chapter) during the

preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
                                     Yes [ x ]                         No  [   ]

   Indicate  by  check mark whether the registrant is a large accelerated filer,
an  accelerated  filer, a non-accelerated filer, or a smaller reporting company.
See  definitions  of "accelerated filer," "large accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]                           Accelerated filer  [x  ]
Non-accelerated filer  [   ]                     Smaller reporting company [   ]

   Indicate  by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [ x ]

   Indicate  the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable

date.

                   Class                        Outstanding at December 31, 2012
---------------------------------------        ---------------------------------
Common Stock, $.10 par value per share                    9,502,720 shares






                         PATRIOT TRANSPORTATION HOLDING, INC.
                                      FORM 10-Q
                           QUARTER ENDED DECEMBER 31, 2012



                                       CONTENTS

                                                                 Page No.


Preliminary Note Regarding Forward-Looking Statements                  3

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
   Consolidated Balance Sheets                                         4
   Consolidated Statements of Income                                   5
   Consolidated Statements of Cash Flows                               6
   Condensed Notes to Consolidated Financial Statements                7

Item  2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations 14

Item 3. Quantitative and Qualitative Disclosures about Market Risks   21


Item 4.  Controls and Procedures                                      21


PART II. OTHER INFORMATION

Item 1A. Risk Factors                                                 23

Item 2.  Purchase of Equity Securities by the Issuer                  23

Item 6.  Exhibits                                                     23

Signatures                                                            24

Exhibit 31  Certifications pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002                               26

Exhibit 32  Certifications pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.                              29






Preliminary Note Regarding Forward-Looking Statements.

Certain matters discussed in this report contain forward-looking statements that
are subject to risks and uncertainties that could cause actual results to differ
materially from those indicated by such forward-looking statements.

These   forward-looking  statements  relate  to,  among  other  things,  capital
expenditures,  liquidity, capital resources and competition and may be indicated
by  words  or  phrases  such  as  "anticipate", "estimate", "plans", "projects",
"continuing",   "ongoing",   "expects",   "management  believes",  "the  Company
believes",  "the  Company  intends"  and similar words or phrases. The following
factors  and others discussed in the Company's periodic reports and filings with
the  Securities  and  Exchange  Commission  are among the principal factors that
could  cause  actual  results  to  differ  materially  from  the forward-looking
statements:  freight  demand  for  petroleum products including recessionary and
terrorist  impacts  on  travel  in the Company's markets; levels of construction
activity  in  the  markets  served  by our mining properties; fuel costs and the
Company's  ability  to recover fuel surcharges; accident severity and frequency;
risk  insurance  markets;  driver  availability  and  cost; the impact of future
regulations  regarding  the  transportation  industry; availability and terms of
financing;  competition  in  our  markets; interest rates, inflation and general
economic  conditions;  demand  for  flexible  warehouse/office facilities in the
Baltimore-Washington-Northern  Virginia  area;  and ability to obtain zoning and
entitlements  necessary  for  property  development. However, this list is not a
complete statement of all potential risks or uncertainties.

These  forward-looking  statements  are  made  as  of  the  date hereof based on
management's  current  expectations,  and  the  Company  does  not  undertake an
obligation  to  update  such statements, whether as a result of new information,
future  events  or  otherwise.  Additional information regarding these and other
risk  factors may be found in the Company's other filings made from time to time
with the Securities and Exchange Commission.


         PART   I.   FINANCIAL   INFORMATION,  ITEM  1.  FINANCIAL STATEMENTS

                    PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
(Unaudited)               (In thousands, except share data)
                                                   December 31,    September 30,
ASSETS                                                  2012             2012
                                                        ----             ----
Current assets:
 Cash and cash equivalents                          $  1,440            6,713
 Accounts receivable (net of allowance for
  doubtful accounts of $135 and $129, respectively)    6,315            7,019
 Real estate tax refund receivable                     2,342            2,311
 Federal and state income taxes receivable               426              426
 Inventory of parts and supplies                         988              843
 Prepaid tires on equipment                            1,791            1,631
 Prepaid taxes and licenses                            1,389            2,050
 Prepaid insurance                                     2,199            2,371
 Prepaid expenses, other                                  75               70
 Real estate held for sale, at cost                    2,754            3,485
                                                      ------           ------
  Total current assets                                19,719           26,919
                                                      ------           ------

Property, plant and equipment, at cost               347,634          338,702
Less accumulated depreciation and depletion          111,909          110,681
                                                     -------          -------
  Net property, plant and equipment                  235,725          228,021
                                                     -------          -------

Real estate held for investment, at cost               3,640            3,640
Investment in joint venture                            7,543            7,521
Goodwill                                               1,087            1,087
Unrealized rents                                       4,298            4,155
Other assets                                           4,682            4,362
                                                     -------          -------
Total assets                                        $276,694          275,705
                                                     =======          =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                   $  5,003            5,266
 Deferred income taxes                                    58               58
 Federal and state income taxes payable                  634                -
 Accrued payroll and benefits                          3,781            5,164
 Accrued insurance                                     1,968            3,249
 Accrued liabilities, other                            1,040            1,189
 Long-term debt due within one year                    5,327            5,239
                                                      ------          -------
  Total current liabilities                           17,811           20,165
                                                      ------          -------

Long-term debt, less current portion                  55,766           57,131
Deferred income taxes                                 18,643           18,199
Accrued insurance                                      1,659            1,659
Other liabilities                                      3,907            3,833
Commitments and contingencies (Note 8)
Shareholders' equity:
 Preferred stock, no par value;
  5,000,000 shares authorized; none issued                 -                -
 Common stock, $.10 par value;
  25,000,000 shares authorized,
  9,502,720 and 9,440,620 shares issued
  and outstanding, respectively                          950              944
 Capital in excess of par value                       42,794           41,539
 Retained earnings                                   135,132          132,203
 Accumulated other comprehensive income, net              32               32
                                                     -------          -------
  Total shareholders' equity                         178,908          174,718
                                                     -------          -------
Total liabilities and shareholders' equity          $276,694          275,705
                                                     =======          =======
See accompanying notes.





                  PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands except per share amounts)
                                    (Unaudited)
                                         THREE MONTHS
                                       ENDED DECEMBER 31,
                                       ------------------
                                          2012      2011
                                          ----      ----
REVENUES:
  Transportation                       $26,639    24,841
  Mining royalty land                    1,331       977
  Developed property rentals             5,087     4,541
                                        ------    ------
Total revenues                          33,057    30,359

COST OF OPERATIONS:
  Transportation                        24,842    23,398
  Mining royalty land                      308       293
  Developed property rentals             3,236     3,162
  Unallocated corporate                    263       292
                                        ------    -------
Total cost of operations                28,649    27,145

OPERATING PROFIT:
  Transportation                         1,797     1,443
  Mining royalty land                    1,023       684
  Developed property rentals             1,851     1,379
  Unallocated corporate                   (263)     (292)
                                        ------    ------
 Total operating profit                  4,408     3,214

Gain on termination of sale contract         -     1,039
Gain on investment land sold             1,116         -
Interest income and other                   32         9
Equity in loss of joint venture             (8)       (7)
Interest expense                          (428)     (804)
                                        ------    ------

Income before income taxes               5,120     3,451
Provision for income taxes              (1,997)   (1,326)
                                        ------    ------
INCOME FROM CONTINUING OPERATIONS        3,123     2,125

Loss from discontinued
 operations, net                             -       (1)
                                       -------   ------

NET INCOME                            $  3,123     2,124
                                       =======    ======

COMPREHENSIVE INCOME                  $  3,123     2,124
                                       =======    ======

EARNINGS PER COMMON SHARE:
 Income from continuing operations -
  Basic                               $    .33       .23
  Diluted                             $    .33       .23
 Discontinued operations (Note 11) -
  Basic                               $      -         -
  Diluted                             $      -         -

Net income - basic                    $    .33       .23
Net income - diluted                  $    .33       .23

Number of shares (in thousands)
  used in computing:
  -basic earnings per common share       9,452     9,290
  -diluted earnings per common share     9,549     9,422

See accompanying notes.



                 PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED DECEMBER 31, 2012 AND 2011
                                   (In thousands)
                                    (Unaudited)
                                                              2012      2011
                                                              ----      ----
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                $ 3,123     2,124
 Adjustments to reconcile net income to net cash
  provided by continuing operating activities:
   Depreciation, depletion and amortization                  3,271     3,083
   Deferred income taxes                                       444         -
   Equity in loss of joint venture                               8         7
   Gain on sale of equipment and property                   (1,307)   (1,051)
   Loss from discontinued operations, net                        -         1
   Stock-based compensation                                    130       136
   Net changes in operating assets and liabilities:
    Accounts receivable                                        704       234
    Inventory of parts and supplies                           (145)      132
    Prepaid expenses and other current assets                  668       894
    Other assets                                              (680)     (368)
    Accounts payable and accrued liabilities                (3,076)     (870)
    Income taxes payable and receivable                        634     1,014
    Long-term insurance liabilities and other long-term
     liabilities                                                74        30
                                                           -------   -------
Net cash provided by operating activities of
  continuing operations                                      3,848     5,366
Net cash provided by operating activities of
  discontinued operations                                        -         4
                                                           -------   -------
Net cash provided by operating activities                    3,848     5,370
                                                           -------   -------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of transportation group property and equipment    (6,787)   (4,789)
 Investments in developed property rentals segment          (4,164)   (2,589)
 Investment in joint venture                                   (32)      (70)
 Proceeds from the sale of property, plant and equipment     2,202     1,069
                                                           -------   -------
Net cash used in investing activities                       (8,781)   (6,379)
                                                           -------   -------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayment of long-term debt                                (1,277)   (1,195)
 Repurchase of Company Stock                                  (233)     (137)
 Excess tax benefits from exercises of stock options
  and vesting of restricted stock                              407       145
 Exercise of employee stock options                            763       220
                                                           -------   -------

Net cash used in financing activities                         (340)     (967)
                                                           -------   -------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                 (5,273)   (1,976)
Cash and cash equivalents at beginning of period             6,713    21,026
                                                           -------   -------
Cash and cash equivalents at end of the period            $  1,440    19,050
                                                           =======   =======

The  Company  recorded  non-cash  transactions  for  a  receivable on previously
capitalized  real  estate  taxes  on the Anacostia property of $31 and $2,043 in
first quarter fiscal 2013 and 2012 respectively.

See accompanying notes.



      PATRIOT  TRANSPORTATION  HOLDING, INC. AND SUBSIDIARIES CONDENSED NOTES TO
                   CONSOLIDATED FINANCIAL STATEMENTS

                              DECEMBER 31, 2012
                                  (Unaudited)

(1)  BASIS  OF  PRESENTATION. The accompanying consolidated financial statements
include   the   accounts   of  Patriot  Transportation  Holding,  Inc.  and  its
subsidiaries  (the  "Company").  Investment  in  the 50% owned Brooksville Joint
Venture is accounted for under the equity method of accounting. These statements
have  been  prepared in accordance with accounting principles generally accepted
in  the  United  States  of  America  for  interim financial information and the
instructions  to  Form 10-Q and do not include all the information and footnotes
required  by  accounting  principles  generally accepted in the United States of
America  for  complete  financial  statements. In the opinion of management, all
adjustments  (primarily  consisting  of  normal  recurring  accruals) considered
necessary  for a fair statement of the results for the interim periods have been
included. Operating results for the three months ended December 31, 2012 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  September  30,  2013. The accompanying consolidated financial statements
and  the  information  included  under  the heading "Management's Discussion and
Analysis  of  Financial  Condition  and Results of Operations" should be read in
conjunction  with  the  Company's  consolidated financial statements and related
notes included in the Company's Form 10-K for the year ended September 30, 2012.

(2)  STOCK SPLIT. On December 1, 2010, the Board of Directors declared a 3-for-1
stock  split  of the Company's common stock in the form of a stock dividend. The
record  date for the split was January 3, 2011 and the new shares were issued on
January  17, 2011. The total authorized shares remained 25 million and par value
of  common  stock  remained unchanged at $.10 per share. All share and per share
information presented has been adjusted to reflect this stock split.

(3)  RECENT  ACCOUNTING  PRONOUNCEMENTS.  In  June 2011, accounting guidance was
issued that requires an entity to present the total of comprehensive income, the
components  of  net  income,  and  the  components of other comprehensive income
either  in  a  single  continuous  statement  of  comprehensive income or in two
separate  but  consecutive  statements.  This  guidance eliminates the option to
present the components of other comprehensive income as part of the statement of
equity.  This standard was adopted by the Company on January 1, 2012. As the new
adoption  relates  to  presentation  only, the adoption of this standard did not
have  a  material  effect  on  the  Company's  financial  position or results of
operations.

(4)  BUSINESS  SEGMENTS.  The  Company  operates  in  three  reportable business
segments.  The  Company's  operations  are substantially in the Southeastern and
Mid-Atlantic  states.  The  transportation  segment  hauls  petroleum  and other
liquids  and  dry  bulk  commodities by tank trailers. The Company's real estate
operations  consist  of two reportable segments. The Mining royalty land segment
owns real estate including construction aggregate royalty sites and parcels held
for investment. The Developed property rentals segment acquires, constructs, and
leases   office/warehouse   buildings   primarily   in   the  Baltimore/Northern
Virginia/Washington  area,  and  holds  real  estate  for  future development or
related to its developments.

The  Company's  transportation  and real estate groups operate independently and
have  minimal  shared overhead except for corporate expenses. Corporate expenses
are  allocated  in  fixed  quarterly  amounts  based upon budgeted and estimated
proportionate  cost by segment. Unallocated corporate expenses primarily include
stock compensation and corporate aircraft expenses.

Operating  results  and  certain other financial data for the Company's business
segments are as follows (in thousands):


                                 Three Months ended
                                      December 31,
                                 ----------------------
                                     2012      2011
                                     ----      ----
Revenues:
   Transportation                $ 26,639    24,841
   Mining royalty land              1,331       977
   Developed property rentals       5,087     4,541
                                   ------    ------
                                 $ 33,057    30,359
                                   ======    ======


Operating profit:
   Transportation                $  2,268     1,838
   Mining royalty land              1,199       848
   Developed property rentals       2,115     1,624
   Corporate expenses:
    Allocated to transportation      (471)     (395)
    Allocated to mining land         (176)     (164)
    Allocated to developed property  (264)     (245)
    Unallocated                      (263)     (292)
                                   ------    ------
                                   (1,174)   (1,096)
                                   ------    ------
                                 $  4,408     3,214
                                   ======    ======

Interest expense:
   Mining royalty land           $     11        10
   Developed property rentals         417       794
                                   ------    ------
                                 $    428       804
                                   ======    ======


Capital expenditures:
   Transportation                $  6,787     4,789
   Mining royalty land                  -         -
   Developed property rentals:
     Capitalized interest             591       294
     Internal labor                   110       141
     Real estate taxes (a)            251    (1,607)
     Other costs                    3,212     1,718
                                   ------    ------
                                 $ 10,951     5,335
                                   ======    ======


(a)Includes  $31  and  $2,043  receivable  on previously capitalized real estate
taxes on the Anacostia property for the three months ended December 31, 2012 and
December 31, 2011, respectively.


Depreciation, depletion and
amortization:
   Transportation                $  1,753     1,608
   Mining royalty land                 25        32
   Developed property rentals       1,388     1,341
   Other                              105       102
                                   ------    ------
                                 $  3,271     3,083
                                   ======    ======


                                             December 31,  September 30,
                                                 2012          2012
                                                 ----          ----
Identifiable net assets
   Transportation                             $ 47,293        42,642
   Mining royalty land                          39,436        39,695
   Developed property rentals                  186,692       184,358
   Cash items                                    1,440         6,713
   Unallocated corporate assets                  1,833         2,297
                                               -------       -------
                                              $276,694       275,705
                                               =======       =======


(5) LONG-TERM DEBT. Long-term debt is summarized as follows (in thousands):

                                             December 31,  September 30,
                                                 2012          2012
                                                 ----          ----
     5.6% to 8.6% mortgage notes
       due in installments through 2027         61,093        62,370
     Less portion due within one year            5,327         5,239
                                                ------        ------
                                              $ 55,766        57,131
                                                ======        ======

On  December 21, 2012, the Company entered into a modified credit agreement with
Wells  Fargo  Bank, N.A. (the "Credit Agreement"). The Credit Agreement modifies
the  Company's  prior  Amended  and  Restated  Revolving  Credit  Agreement with
Wachovia  Bank,  National  Association  ("Wachovia"),  Bank  of  America,  N.A.,
SunTrust  Bank,  and  Compass  Bank  dated  as  of November 10, 2004. The Credit
Agreement  is  for  a 5 year term with a maximum facility amount of $55 million.
The  Credit Agreement provides a revolving credit facility (the "Revolver") with
a  maximum  facility  amount  of  $40  million,  with a $20 million sublimit for
standby  letters of credit, and a term loan facility of $15 million. Wells Fargo
Bank,  N.A.  is  the sole lender under the modified Credit Agreement. The Credit
Agreement  bears  interest at a rate of 1.00% over the selected LIBOR, which may
change  quarterly  based  on  the  Company's ratio of Consolidated Total Debt to
Consolidated  Total  Capital, as defined. A commitment fee of 0.15% per annum is
payable  quarterly  on  the unused portion of the Revolver portion of the credit
agreement.  The  commitment  fee  may also change quarterly based upon the ratio
described  above.  The Credit Agreement contains certain conditions, affirmative
financial  covenants and negative covenants including limitations on paying cash
dividends.  Letters  of credit in the amount of $9,009,000 were issued under the
Revolver.  As  of December 31, 2012, $45,991,000 was available for borrowing and
$58,719,000  of consolidated retained earnings would be available for payment of
dividends.  The  Company was in compliance with all covenants as of December 31,
2012.

The  fair values of the Company's mortgage notes payable were estimated based on
current  rates  available  to  the  Company  for  debt  of  the  same  remaining
maturities.  At  December  31,  2012, the carrying amount and fair value of such
other long-term debt was $61,093,000 and $65,892,000, respectively.

(6)  EARNINGS PER SHARE. The following details the computations of the basic and
diluted  earnings  per  common  share  (dollars  in  thousands, except per share
amounts):

                                        THREE MONTHS
ENDED DECEMBER 31,
------------------
                                        2012     2011
                                        ----     ----
Weighted average common shares
 outstanding during the period
 - shares used for basic
 earnings per common share             9,452    9,290

Common shares issuable under
 share based payment plans
 which are potentially dilutive           97      132
                                       -----    -----

Common shares used for diluted
 earnings per common share             9,549    9,422
                                       =====    =====

Net income                           $ 3,123    2,124
                                       =====    =====

Earnings per common share
 Basic                               $   .33      .23
                                       =====    =====
 Diluted                             $   .33      .23
                                       =====    =====


For  the  three  months  ended December 31, 2012, 173,240 shares attributable to
outstanding stock options were excluded from the calculation of diluted earnings
per  share  because their inclusion would have been anti-dilutive. For the three
months ended December 31, 2011, 172,060 shares attributable to outstanding stock
options  were excluded from the calculation of diluted earnings per common share
because their inclusion would have been anti-dilutive.

(7)  STOCK-BASED  COMPENSATION  PLANS.  As more fully described in Note 7 to the
Company's notes to the consolidated financial statements in the Company's Annual
Report  on  Form  10-K  for  the  year  ended  September 30, 2012, the Company's
stock-based  compensation  plan  permits  the  grant  of  stock  options,  stock
appreciation  rights, restricted stock awards, restricted stock units, and stock
awards. The number of common shares available for future issuance was 557,380 at
December 31, 2012.

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

                                      Three Months ended
                                          December 31,
                                          2012    2011
Stock option grants                      $ 130     136

A  summary  of  changes in outstanding 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
-------                 -------   --------  ---------  ----------

Outstanding at
 October 1, 2012        481,210     $17.52       3.8     $ 3,782
  Granted                46,180     $26.20               $   489
  Exercised              70,800     $10.78               $   388
                        -------
Outstanding at
 December 31, 2012      456,590     $19.45       4.5     $ 3,883
Exercisable at
 December 31, 2012      360,578     $17.81       3.5     $ 2,847
Vested during
 three months ended
 December 31, 2012       20,612                          $   199

The aggregate intrinsic value of exercisable in-the-money options was $3,910,000
and  the  aggregate  intrinsic value of all outstanding in-the-money options was
$4,213,000 based on the market closing price of $28.43 on December 31, 2012 less
exercise  prices. Gains of $1,050,000 were realized by option holders during the
three  months  ended  December  31,  2012. The realized tax benefit from options
exercised  for  the  three  months  ended  December 31, 2012 was $407,000. Total
compensation  cost of options granted but not yet vested as of December 31, 2012
was  $956,000, which is expected to be recognized over a weighted-average period
of 3.7 years.

(8)  CONTINGENT  LIABILITIES. Certain of the Company's subsidiaries are involved
in  litigation  on  a  number of matters and are 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 for the transportation may be
understated  or  overstated  but  the  possible  range can not 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 consolidated
financial condition, results of operations or cash flows.

(9) CONCENTRATIONS. The transportation segment primarily serves customers in the
industries  in the Southeastern U.S. Significant economic disruption or downturn
in  this  geographic  region or these industries could have an adverse effect on
our financial statements.

During  the  first three months of fiscal 2013, the transportation segment's ten
largest  customers  accounted  for  approximately  55.8%  of  the transportation
segment's   revenue.   One  of  these  customers  accounted  for  21.0%  of  the
transportation  segment's  revenue. The loss of any one of these customers would
have an adverse effect on the Company's revenues and income. Accounts receivable
from  the  transportation  segment's  ten  largest  customers was $3,464,000 and
$2,988,000 at December 31, 2012 and September 30, 2012 respectively.

The  mining  royalty land segment has one lessee that accounted for 73.9% of the
segment's revenues and $151,000 of accounts receivable at December 31, 2012. The
loss of this customer would have an adverse effect on the segment.

The  Company  places  its  cash  and  cash  equivalents with high credit quality
institutions. At times, such amounts may exceed FDIC limits.

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

As  of  December  31,  2012 the Company had no assets or liabilities measured at
fair value on a recurring basis or non-recurring basis.

The fair value of all other financial instruments with the exception of mortgage
notes  (see Note 5) approximates the carrying value due to the short-term nature
of such instruments.

(11)  DISCONTINUED  OPERATIONS.  In  August  2009,  the Company sold its flatbed
trucking  company, SunBelt Transport, Inc. ("SunBelt"). Under the agreement, the
Buyer  purchased  all  of  SunBelt's  tractors  and trailers, leased the SunBelt
terminal facilities in Jacksonville, Florida for 36 months at a rental of $5,000
per  month  and leased the terminal facilities in South Pittsburg, Tennessee for
60  months  at  a  rental  of  $5,000  per  month with an option to purchase the
Tennessee  facilities  at  the  end  of  the  lease for payment of an additional
$100,000.  The  South  Pittsburg  lease  was  recorded  as  a sale under bargain
purchase  accounting.  The purchase price received for the tractors and trailers
and  inventories  was a $1 million cash payment and the delivery of a Promissory
Note  requiring  60  monthly payments of $130,000 each including interest at 7%,
secured  by  the  assets  of the business conveyed. As of September 30, 2011 the
note  receivable  was  fully paid and the option to purchase the South Pittsburg
facility  was  completed.  The  Company retained all pre-closing receivables and
liabilities.

SunBelt has been accounted for as discontinued operations in accordance with ASC
Topic 205-20 Presentation of Financial Statements - Discontinued Operations. All
periods presented have been restated accordingly.

A summary of discontinued operations is as follows (in thousands):


                                     Three months
                                   Ended December 31,
                                   ------------------
                                      2012    2011
                                      ----    ----

Revenue                             $    -      15
Operating expenses                       -      16
Gain on sale before taxes                -       -
                                     -----   -----
Income before income taxes          $    -      (1)
Permanent tax benefit                    -       -
Provision for income taxes               -       -
                                     -----   -----
Loss from discontinued operations   $    -      (1)
                                     =====   =====


(12) REAL ESTATE HELD FOR SALE.

In  September  2012  the Company received a non-binding letter of intent to sell
phase  1  of  the  Windlass  Run  Residential  property  located in southeastern
Baltimore County, Maryland. The property is under contract and expected to close
during fiscal 2013 for $7.9 million.

(13)  UNUSUAL  OR  INFREQUENT  ITEMS  IMPACTING  QUARTERLY  RESULTS. Income from
continuing  operations  for  the first quarter of fiscal 2013 included a gain on
the  sale  of the developed property rentals Commonwealth property of $1,116,000
before income taxes. The book value of the property was $723,000.

Income  from continuing operations for the first quarter of fiscal 2012 included
a gain on termination of sale contract in the amount of $1,039,000 before income
taxes  for  the receipt of non-refundable deposits related to the termination of
an agreement to sell the Company's Windlass Run Residential property.

Accrued  insurance  liabilities  decreased  $1,281,000 during the quarter ending
December  31,  2012 due to payments to our new insurer under a captive agreement
along  with  payment in settlement of three unusually large prior year liability
and  health claims. Payments under the captive agreement are for the fiscal 2013
year-to-date  loss fund as estimated 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.


ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Overview  -  Patriot  Transportation  Holding,  Inc.  (the Company) is a holding
company engaged in the transportation and real estate businesses.

The  Company's  transportation  business,  Florida  Rock  &  Tank Lines, Inc. is
engaged   in  hauling  primarily  petroleum  and  other  liquids  and  dry  bulk
commodities in tank trailers.

The  Company's  real  estate  operations consist of two reportable segments. The
Mining  royalty  land  segment owns real estate including construction aggregate
royalty  sites  and  parcels held for investment. The Developed property rentals
segment  acquires,  constructs,  leases,  operates  and manages office/warehouse
buildings  primarily  in  the  Baltimore/Northern  Virginia/Washington area, and
holds  real  estate  for  future  development  or  related  to its developments.
Substantially  all  of  the  real  estate  operations  are  conducted within the
Southeastern and Mid-Atlantic United States.

The  Company's  operations  are  influenced by a number of external and internal
factors.  External factors include levels of economic and industrial activity in
the  United  States and the Southeast, driver availability and cost, regulations
regarding driver qualifications and hours of service, petroleum product usage in
the  Southeast  which is driven in part by tourism and commercial aviation, fuel
costs,  construction  activity,  aggregates  sales by lessees from the Company's
mining  properties,  interest  rates, market conditions and attendant prices for
casualty   insurance,   demand   for   commercial   warehouse   space   in   the
Baltimore-Washington-Northern  Virginia  area,  and ability to obtain zoning and
entitlements  necessary  for  property  development.  Internal  factors  include
revenue  mix,  capacity  utilization,  auto  and  workers' compensation accident
frequencies  and  severity, other operating factors, administrative costs, group
health  claims  experience,  and  construction costs of new projects. There is a
reasonable  possibility  that  the  Company's  estimate  of vehicle and workers'
compensation  liability  for  the  transportation  group  may  be understated or
overstated  but  the  possible  range can not be estimated. The liability at any
point  in time depends upon the relative ages and amounts of the individual open
claims.  Financial  results  of  the  Company for any individual quarter are not
necessarily indicative of results to be expected for the year.


COMPARATIVE  RESULTS  OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
AND 2011

CONSOLIDATED  RESULTS  -  Net  income  for  the first quarter of fiscal 2013 was
$3,123,000  compared  to  $2,124,000  for  the  same  period  last year. Diluted
earnings  per  common  share  for  the  first  quarter  of fiscal 2013 were $.33
compared  to $.23 for the same quarter last year. Transportation segment results
were  higher  due  to  incremental profits on increased revenue, higher gains on
equipment sales and lower than expected health insurance claims partially offset
by  increased  vehicle  repairs costs, increased site maintenance, and increased
sales,  general  and  administrative expenses. The mining royalty land segment's
results  were higher due to new property royalties partially offset by increased
corporate  expense  allocation. The Developed property rentals segment's results
were higher due to higher occupancy and lower professional fees partially offset
by higher health insurance claims allocation.



TRANSPORTATION RESULTS
----------------------
                                   Three months ended December 31
                                   ------------------------------
(dollars in thousands)                2012     %      2011     %_
                                   ---------  ---  ---------  ----

Transportation revenue             $ 21,991   83%    20,316   82%
Fuel surcharges                       4,648   17%     4,525   18%
                                   --------  ----    ------  ----

Revenues                             26,639  100%    24,841  100%

Compensation and benefits             9,434   35%     8,782   35%
Fuel expenses                         6,256   24%     5,880   24%
Insurance and losses                  1,888    7%     1,995    8%
Depreciation expense                  1,707    6%     1,575    6%
Other, net                            3,005   11%     2,767   11%
Sales, general & administrative       2,307    9%     2,007    8%
Allocated corporate expenses            471    2%       395    2%
Gain on equipment sales                (226)  (1%)       (3)   0%
                                   --------  ----    ------  ----

Cost of operations                   24,842   93%    23,398   94%
                                   --------  ----    ------  ----

Operating profit                   $  1,797    7%     1,443    6%
                                   ========  ====    ======  ====


Transportation  segment  revenues were $26,639,000 in the first quarter of 2013,
an  increase of $1,798,000 over the same quarter last year. Revenue miles in the
current quarter were up 3.4% compared to the first quarter of fiscal 2012 due to
business growth. Revenue per mile increased 3.8% over the same quarter last year
due  to  rate  increases  and  higher  fuel  surcharges.  Fuel surcharge revenue
increased  $123,000  due  to  higher  fuel  costs partially offset by changes to
certain  customer  rates  to  incorporate  fuel  surcharges into base rates. The
average  price paid per gallon of diesel fuel increased by $.17 or 4.7% over the
same  quarter in fiscal 2012. There is a time lag between changes in fuel prices
and  surcharges and often fuel costs change more rapidly than the market indexes
used  to  determine fuel surcharges. Excluding fuel surcharges, revenue per mile
increased 4.6% over the same quarter last year.

The  Transportation  segment's  cost  of operations was $24,842,000 in the first
quarter  of 2013, an increase of $1,444,000 over the same quarter last year. The
Transportation  segment's  cost  of operations in the first quarter of 2013 as a
percentage  of  revenue  was  93%  compared to 94% in the first quarter of 2012.
Compensation  and  benefits  increased  $652,000  or  7.4%  compared to the same
quarter  last  year  primarily  due to a driver pay increase and the increase in
miles  driven. Fuel cost increased by $376,000 due to higher cost per gallon and
the  increase  in miles driven. Insurance and losses decreased $107,000 compared
to  the  same  quarter  last  year  primarily  due to lower than expected health
insurance  claims. Depreciation expense increased $132,000 due to more trucks in
service.  Other  expense  increased $238,000 due to higher vehicle repair costs,
increased  site  maintenance,  increased tire prices and increased miles driven.
Sales,  general and administrative costs increased $300,000 or 14.9% compared to
the  same quarter last year due to severance costs, increased bonus compensation
and  professional fees. Allocated corporate expenses increased $76,000. Gains on
equipment  sales  increased  $223,000  due  to  increased  sales of tractors and
trailers and higher sales value on used equipment.



MINING ROYALTY LAND RESULTS
---------------------------

                                   Three months ended December 31
                                   ------------------------------
(dollars in thousands)                2012     %      2011     %
                                   ---------  ---  ---------  ----

Mining royalty land revenue        $  1,331  100%       977  100%

Property operating expenses             112    8%        99   10%
Depreciation and depletion               25    2%        32    3%
Management Company indirect              (5)   0%        (2)   0%
Allocated corporate expense             176   13%       164   17%
                                    -------  ----    ------  ----

Cost of operations                      308   23%       293   30%
                                    -------  ----    ------  ----

Operating profit                   $  1,023   77%       684   70%
                                    =======  ====    ======  ====

Mining  royalty  land segment revenues for the first quarter of fiscal 2013 were
$1,331,000, an increase of $354,000 or

36.2%  over  the same quarter last year due to new property royalties and higher
tons mined.

The  mining  royalty land segment's cost of operations was $308,000 in the first
quarter  of  2013,  an  increase  of $15,000 over the same quarter last year due
primarily to the $12,000 increase in allocated corporate expenses.



DEVELOPED PROPERTY RENTALS RESULTS
----------------------------------

                                   Three months ended December 31
                                   ------------------------------
(dollars in thousands)                2012     %      2011     %
                                   ---------  ---  ---------  ----

Developed property rentals revenue $  5,087  100%     4,541  100%

Property operating expenses           1,117   22%     1,216   27%
Depreciation and amortization         1,430   28%     1,341   30%
Management Company indirect             425    9%       360    8%
Allocated corporate expense             264    5%       245    5%
                                    -------  ----    ------  ----

Cost of operations                    3,236   64%     3,162   70%
                                    -------  ----    ------  ----

Operating profit                   $  1,851   36%     1,379   30%
                                   ========  ====    ======  ====

Developed property rentals segment revenues for the first quarter of fiscal 2013
were  $5,087,000,  an  increase  of  $546,000  or 12.0% due to higher occupancy.
Occupancy  at  December  31, 2012 was 86.2% as compared to 82.8% at December 31,
2011.

Developed  property  rentals  segment's cost of operations was $3,236,000 in the
first quarter of 2013, an increase of $74,000 or 2.3% over the same quarter last
year.  Property  operating  expenses decreased $99,000 due to lower professional
fees.  Depreciation  and  amortization increased $89,000 primarily due to tenant
improvements.   Management   Company   indirect   expenses  (excluding  internal
allocations  for  lease  related  property  management  and  construction  fees)
increased  $65,000  due  to  higher health insurance claims. Allocated corporate
expenses increased $19,000.

CONSOLIDATED RESULTS

OPERATING  PROFIT  -  Consolidated  operating profit was $4,408,000 in the first
quarter  of  fiscal  2013,  an  increase  of  $1,194,000  or  37.1%  compared to
$3,214,000  in the same period last year. Operating profit in the transportation
segment  increased  $354,000  or  24.5%  due to incremental profits on increased
revenue,  higher  gains  on  equipment  sales  and  lower  than  expected health
insurance  claims partially offset by increased vehicle repairs costs, increased
site  maintenance,  and  increased  sales,  general and administrative expenses.
Operating  profit in the mining royalty land segment increased $339,000 or 49.6%
due  to  new  property royalties partially offset by increased corporate expense
allocation. Operating profit in the Developed property rentals segment increased
$472,000  or 34.2% due to higher occupancy and lower professional fees partially
offset  by  higher  health  insurance  claims allocation. Consolidated operating
profit includes corporate expenses not allocated to any segment in the amount of
$263,000  in the first quarter of fiscal 2013, a decrease of $29,000 compared to
the same period last year.

GAIN ON TERMINATION OF SALE CONTRACT - First quarter fiscal 2012 includes a gain
of  $1,039,000  on  the  receipt  of  non-refundable  deposits  related  to  the
termination  of  an  agreement  to  sell  the Company's Windlass Run Residential
property.

GAIN  ON  INVESTMENT  LAND  SOLD  -  Gain  on investment land sold for the first
quarter  of  fiscal  2013  included a gain on the sale of the developed property
rentals  Commonwealth property of $1,116,000 before income taxes. The book value
of the property was $723,000.

Interest  income  and  other  (expense)  income, net - Interest income and other
(expense)  income,  net  increased  $23,000  over  the  same  quarter  last year
primarily  due to funds received in consideration for the conveyance of easement
property.

Interest  expense  -  Interest  expense decreased $376,000 over the same quarter
last  year  due  to higher capitalized interest and declining mortgage principal
balance.  The  amount  of  interest  capitalized  on  real estate projects under
development  was  $297,000 higher than the same quarter in fiscal 2012 primarily
due to resumed development of Patriot Business Park in April 2012.

INCOME  TAXES - Income tax expense increased $671,000 over the same quarter last
year  due  to  higher  earnings  from continuing operations compared to the same
quarter last year.

INCOME  FROM  CONTINUING  OPERATIONS  -  Income  from  continuing operations was
$3,123,000  or  $.33  per  diluted share in the first quarter of fiscal 2013, an
increase  of 47.0% compared to $2,125,000 or $.23 per diluted share for the same
period  last  year.  The  $998,000  increase was primarily due to the $1,669,000
increase in operating profits offset by higher income taxes.

DISCONTINUED  OPERATIONS  -  The after tax loss from discontinued operations for
the  first  quarter  of  fiscal  2012  was $1,000. Diluted earnings per share on
discontinued operations for the first quarter of fiscal 2013 and fiscal 2012 was
$.00.

NET  INCOME  -  Net  income  for the first quarter of fiscal 2013 was $3,123,000
compared  to  $2,124,000  for  the  same  period last year. Diluted earnings per
common share for the first quarter of fiscal 2013 were $.33 compared to $.23 for
the  same  quarter  last year. Transportation segment results were higher due to
incremental  profits  on  increased revenue, higher gains on equipment sales and
lower  than  expected  health  insurance  claims  partially  offset by increased
vehicle  repairs costs, increased site maintenance, and increased sales, general
and  administrative  expenses.  The  mining  royalty land segment's results were
higher  due  to  new  property royalties partially offset by increased corporate
expense allocation. The Developed property rentals segment's results were higher
due  to  higher occupancy and lower professional fees partially offset by higher
health insurance claims allocation.

LIQUIDITY  AND CAPITAL RESOURCES. For the first three months of fiscal 2013, the
Company  used  cash provided by operating activities of continuing operations of
$3,848,000,  proceeds  from  the  sale  of  plant,  property  and  equipment  of
$2,202,000,  proceeds  from  the exercise of employee stock options of $407,000,
excess  tax  benefits  from  the exercise of stock options of $763,000, and cash
balances   to   purchase  $6,787,000  in  transportation  equipment,  to  expend
$4,164,000  in  real  estate  development,  to invest $32,000 in the Brooksville
Joint  Venture,  to  make $1,277,000 scheduled payments on long-term debt and to
repurchase Company stock for $233,000. Cash decreased $5,273,000.

Cash  flows  from operating activities for the first three months of fiscal 2013
were $1,522,000 lower than the same period last year primarily due to a decrease
in accrued insurance liabilities. Accrued insurance liabilities decreased due to
payments  to  our  new  insurer  under a captive agreement along with payment in
settlement  of  three  unusually  large  prior year liability and health claims.
Payments  under  the captive agreement are for the fiscal 2013 year-to-date loss
fund  as estimated 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.

Cash  flows  used  in  investing activities for the first three months of fiscal
2013  were $2,402,000 higher reflecting the increased purchase of transportation
equipment  for  growth  and  replacement  and  real estate development partially
offset by a pretax gain of $1,116,000 on the sale of the Commonwealth property.

Cash  flows  used  in  financing activities for the first three months of fiscal
2013  were  $627,000  lower  than  the same period last year due to higher stock
option exercises.

On  December 21, 2012, the Company entered into a modified credit agreement with
Wells  Fargo  Bank, N.A. (the "Credit Agreement"). The Credit Agreement modifies
the  Company's  prior  Amended  and  Restated  Revolving  Credit  Agreement with
Wachovia  Bank,  National  Association  ("Wachovia"),  Bank  of  America,  N.A.,
SunTrust  Bank,  and  Compass  Bank  dated  as  of November 10, 2004. The Credit
Agreement  is  for  a 5 year term with a maximum facility amount of $55 million.
The  Credit Agreement provides a revolving credit facility (the "Revolver") with
a  maximum  facility  amount  of  $40  million,  with a $20 million sublimit for
standby  letters  of credit, and a term loan facility of $15 million. The Credit
Agreement  contains  certain  conditions,  affirmative  financial  covenants and
negative  covenants  including  limitations on paying cash dividends. Letters of
credit  in  the  amount  of  $9,009,000  were  issued  under the Revolver. As of
December  31,  2012,  $45,991,000 was available for borrowing and $58,719,000 of
consolidated  retained earnings would be available for payment of dividends. The
Company was in compliance with all covenants as of December 31, 2012.

The  Company  had  $9,009,000 of irrevocable letters of credit outstanding as of
December 31, 2012. Most of the letters of credit are irrevocable for a period of
one  year  and  are automatically extended for additional one-year periods until
notice  of  non-renewal  is  received from the issuing bank not less than thirty
days  before the expiration date. These were issued for insurance retentions and
to  guarantee  certain  obligations  to  state  agencies  related to real estate
development.  The  Company  issued  replacement  letters  of  credit through the
Revolver to reduce fees.

The  Board  of  Directors  has authorized Management to repurchase shares of the
Company's  common  stock  from  time  to time as opportunities arise. During the
first  three  months  of  fiscal  2013  the Company repurchased 8,700 shares for
$233,000.  As  of  December  31,  2012,  $3,682,000  was  authorized  for future
repurchases  of  common  stock.  The  Company  does  not  currently pay any cash
dividends on common stock.

The  Company  has  committed  to  make additional capital contributions of up to
$130,000  to  Brooksville  Quarry,  LLC  in connection with a joint venture with
Vulcan Materials Company.

While the Company is affected by environmental regulations, such regulations are
not  expected  to  have  a major effect on the Company's capital expenditures or
operating results.

SUMMARY AND OUTLOOK. Transportation segment miles for this year were 3.4% higher
than last year. The Company continues to succeed in adding drivers and customers
and anticipates increasing segment miles during fiscal 2013.

Developed  property  rentals  occupancy  has  increased from 82.8% to 86.2% over
December  31,  2011  as  the market for new tenants has improved and traffic for
vacant  space  has  increased.  Occupancy at December 31, 2012 and 2011 included
25,660  square  feet  or  .9%  and  104,226 square feet or 3.4% respectively for
temporary  storage under a less than full market lease rate. The Company resumed
development  of  Patriot Business Park effective April 1, 2012 due to two recent
developments.  On  February  15,  2012,  the Company signed an agreement to sell
15.18  acres  of land at the site for a purchase price of $4,774,577 which would
result  in  a  profit  on the sale if completed. The Company also entered into a
build  to  suit  lease  signed April 2, 2012, for a 117,600 square foot building
which is substantially completed and occupancy is anticipated during the quarter
ending March 31, 2013.

Windlass  Run  Residential  (previously  Bird  River),  located  in southeastern
Baltimore County, Maryland, is a 121 acre tract of land adjacent to our Windlass
Run  Business Park. In September 2012, the Company received a non-binding letter
of  intent  to  sell the property for $18.8 million in two phases. The letter of
intent  to sell the property has been converted into 2 executed contracts with a
due  diligence  period  expiring on February 21, 2013. The contracts contemplate
the  sale of the phase 1 of the property in the quarter ending June 30, 2013 for
$7.9 million and the balance for $10.9 million approximately 18 months later.

On  March 30, 2012 the Company entered into a Contribution Agreement with MRP SE
Waterfront  Residential,  LLC.  ("MRP")  to  form a joint venture to develop the
first phase only of the four phase master development known as RiverFront on the
Anacostia  in  Washington,  D.C. The purpose of the Joint Venture is to develop,
own,  lease and ultimately sell an approximately 300,000 square foot residential
apartment  building  (including approximately 18,000 square feet of retail) on a
portion  of the roughly 5.82 acre site. The Contribution Agreement provides that
the  formation  of  the  Joint  Venture  will be subject to customary conditions
precedent, including approval of a planned unit development, zoning modification
and  extension  of  the existing PUD to provide for approximately 300,000 square
feet  of  residential development (including approximately 18,000 square feet of
retail)  on  the  Property  in  lieu of 250,000 square feet of commercial office
space  (including  some  retail) as currently approved for phase 1 of the master
development.  If  these  conditions are satisfied, the parties will enter into a
formal  joint  venture  agreement  wherein  the Company will contribute the land
comprising  phase  I  to  the  joint venture in return for approximately a fifty
percent (50%) interest in the venture. MRP will contribute capital of $4,500,000
to  the  joint  venture. MRP will raise any additional equity capital (currently
estimated  to  be $11,000,000, subject to revision based on various factors) and
obtain  a  nonrecourse  loan  for  the balance of the estimated construction and
lease   up  costs.  At  this  point  the  Company  anticipates  commencement  of
construction  of Phase I in early 2014 with lease up scheduled between late 2015
and all of 2016. On January 14, 2013, the Company received "Final Action" on the
modification  and  extension to the previously approved planned unit development
from  the  District  of  Columbia  Zoning  Commission. The appeal period on this
action will expire in early March 2013.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The  Company  is  exposed to market risk from changes in interest rates. For its
cash  and  cash  equivalents,  a  change in interest rates affects the amount of
interest  income  that  can  be  earned.  For its debt instruments with variable
interest  rates, changes in interest rates affect the amount of interest expense
incurred.  The  Company  prepared  a  sensitivity  analysis of its cash and cash
equivalents to determine the impact of hypothetical changes in interest rates on
the  Company's  results of operations and cash flows. The interest-rate analysis
assumed  a  50 basis point adverse change in interest rates on all cash and cash
equivalents. However, the interest-rate analysis did not consider the effects of
the  reduced level of economic activity that could exist in such an environment.
Based  on  this analysis, management has concluded that a 50 basis point adverse
move  in interest rates on the Company's cash and cash equivalents would have an
immaterial impact on the Company's results of operations and cash flows.

ITEM 4. CONTROLS AND PROCEDURES

The  Company  maintains  disclosure controls and procedures that are designed to
ensure  that information required to be disclosed in the Company's reports under
the  Securities  Exchange  Act  of  1934,  as  amended  (the "Exchange Act"), is
recorded,  processed,  summarized and reported within the time periods specified
in  the  SEC's  rules  and  forms,  and that such information is accumulated and
communicated  to  management,  including  the  Company's Chief Executive Officer
("CEO"),  Chief Financial Officer ("CFO"), and Chief Accounting Officer ("CAO"),
as appropriate, to allow timely decisions regarding required disclosure.

The  Company  also  maintains  a  system  of  internal  accounting controls over
financial  reporting  that  are  designed to provide reasonable assurance to the
Company's  management  and Board of Directors regarding the preparation and fair
presentation of published financial statements.

All  control  systems,  no  matter how well designed, have inherent limitations.
Therefore,  even  those  systems  determined  to  be  effective can provide only
reasonable assurance of achieving the desired control objectives.

As  of  December  31,  2012,  the  Company,  under  the supervision and with the
participation  of  the  Company's  management,  including  the CEO, CFO and CAO,
carried  out  an  evaluation of the effectiveness of the design and operation of
the  Company's disclosure controls and procedures. Based on this evaluation, the
Company's  CEO, CFO and CAO concluded that the Company's disclosure controls and
procedures  are  effective  in  alerting  them  in  a  timely manner to material
information required to be included in periodic SEC filings.

There  have  been  no  changes in the Company's internal controls over financial
reporting  during  the  first three months that have materially affected, or are
reasonably  likely  to  materially  affect,  the Company's internal control over
financial reporting.


                           PART II. OTHER INFORMATION

ITEM 1A.  RISK FACTORS

In  addition  to  the  other  information  set  forth in this report, you should
carefully  consider  the factors discussed in Part I, "Item 1A. Risk Factors" in
our  Annual  Report  on  Form  10-K for the year ended September 30, 2012, which
could materially affect our business, financial condition or future results. The
risks  described in our Annual Report on Form 10-K are not the only risks facing
our  Company.  Additional  risks  and uncertainties not currently known to us or
that we currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results.

ITEM 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER

                                      (c)
                                      Total
                                      Number of
                                      Shares       (d)
                                      Purchased    Approximate
             (a)                      As Part of   Dollar Value of
             Total       (b)          Publicly     Shares that May
             Number of   Average      Announced    Yet Be Purchased
             Shares      Price Paid   Plans or     Under the Plans
Period       Purchased   per Share    Programs     or Programs (1)
------       ---------   ----------   ----------   ---------------
October 1
through
October 31           0   $     -             0      $ 3,915,000

November 1
through
November 30          0   $     -             0      $ 3,915,000

December 1
through
December 31      8,700   $ 26.76             0      $ 3,682,000
             ---------                --------

Total            8,700   $ 26.76             0

(1)  In December 2003, the Board of Directors authorized management to expend up
to  $6,000,000  to  repurchase shares of the Company's common stock from time to
time  as  opportunities  arise.  On  February  19,  2008, the Board of Directors
authorized  management  to  expend  up to an additional $5,000,000 to repurchase
shares of the Company's common stock from time to time as opportunities arise.

ITEM 6.  EXHIBITS

(a)      Exhibits.  The response to this item is submitted as a separate Section
         entitled "Exhibit Index", on page 32.



                           SIGNATURES

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

February 6, 2013           PATRIOT TRANSPORTATION HOLDING, INC.


                           Thompson S. Baker II
                           Thompson S. Baker II
                           President and Chief Executive
                            Officer


                           John  D.  Milton,  Jr.  John  D.  Milton,  Jr.
                           Executive  Vice President, Treasurer,
                            Secretary and Chief Financial Officer


                           John D. Klopfenstein
                           John D. Klopfenstein
                           Controller and Chief
                            Accounting Officer





                       PATRIOT TRANSPORTATION HOLDING, INC.
                 FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2012
                                  EXHIBIT INDEX


(10)(h)         Amended  and  Restated  Credit Agreement  dated  December  21,
                2012  between  Patriot Transportation Holding,  Inc. as Borrower
                and Wells Fargo Bank, N.A. as lender.  Filed herein.

(10)(r)         Joint Venture Agreement between Florida Rock Properties, Inc.
                and MRP SE Waterfront  Residential,  Inc.,  incorporated  by
                reference to an exhibit filed  with  Form  10-Q  for  the
                quarter  ended March 31, 2012. File No. 000-17554.

(14)            Financial  Code  of  Ethical  Conduct between the Company, Chief
                Executive Officers and Financial Managers, as revised on January
                28,  2004,  which  is  available  on  the  Company's  website at
                www.patriottrans.com.

(31)(a)          Certification of Thompson S. Baker II.
(31)(b)          Certification of John D. Milton, Jr.
(31)(c)          Certification of John D. Klopfenstein.

(32)            Certification   of  Chief  Executive  Officer,  Chief  Financial
                Officer,  and  Chief Accounting Officer under Section 906 of the
                Sarbanes-Oxley Act of 2002.

101.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 Linkbas