CONDITION AND RESULTS OF OPERATIONS







The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the accompanying unaudited
consolidated financial statements and related notes in Item 1 and with the
audited consolidated financial statements and the related notes included in our
annual report on Form 10-K. The statements in this discussion regarding industry
outlook, our expectations regarding our future performance, liquidity and
capital resources and other non-historical statements in this discussion are
forward-looking statements. These forward-looking statements are subject to
risks and uncertainties, including the risks and uncertainties described in
"Forward-Looking Statements" below and "Risk Factors" on page 7 of our annual
report on Form 10-K. Our actual results may differ materially from those
contained in or implied by any forward-looking statements. We assume no
obligation to revise or publicly release any revision to any forward-looking
statements contained in this quarterly report on Form 10-Q, unless required

by
law.





Overview

The business of the Company, conducted through our wholly owned subsidiary,
Florida Rock & Tank Lines, Inc., is to transport petroleum and other liquids and
dry bulk commodities. We do not own any of the products we haul, rather, we act
as a third party carrier to deliver our customers' products from point A to
point B predominately using Company employees driving Company owned tractors and
tank trailers. Approximately 85% of our business consists of hauling liquid
petroleum products (mostly gas and diesel fuel) from large scale fuel storage
facilities to our customers' retail outlets (e.g., convenience stores, truck
stops and fuel depots) where we off-load the product into our customers' fuel
storage tanks for ultimate sale to the retail consumer. The remaining 15% of our
business consists of hauling dry bulk commodities such as cement, lime and
various industrial powder products, water and liquid chemicals. In June 2022, we
employed 316 revenue-producing drivers who operated our fleet of 270 Company
tractors (excluding 3 being placed in service), 32 owner operators and 410
trailers from our 17 terminals and 6 satellite locations in Florida, Georgia,
Alabama, and Tennessee. We experience increased seasonal demand in Florida in
the spring and in most of our other locations during the summer months.

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Our industry is characterized by such barriers to entry as the time and cost
required to develop the capabilities necessary to handle hazardous material, the
resources required to recruit, train and retain drivers, substantial industry
regulatory and insurance requirements and the significant capital investments
required to build a fleet of equipment, establish a network of terminals and, in
recent years, the cost to build and maintain sufficient information technology
resources to allow us to interface with and assist our customers in the
day-to-day management of their product inventories.

Our industry is experiencing a severe shortage of qualified professional drivers
with a tenured safe driving career. The trend we are seeing is that more and
more of the applicants are drivers with little to no experience in the tank
truck business, short driving careers in other lines of trucking, poor safety
records and a pattern of job instability in their work history. As a result, in
many markets we serve it is difficult to grow the driver count and, in some
cases, to even maintain our historical or desired driver counts.



The Company's operations are influenced by a number of external and internal
factors. External factors include levels of economic and industrial activity in
the United States and the Southeast, driver availability and cost, government
regulations regarding driver qualifications and limitations on the hours drivers
can work, petroleum product demand in the Southeast which is driven in part by
tourism and commercial aviation, and fuel costs. Internal factors include
revenue mix, equipment utilization, Company imposed restrictions on hiring
drivers under the age of 21 or drivers without at least one year of driving
experience, auto and workers' compensation accident frequencies and severity,
administrative costs, and group health claims experience.



To measure our performance, management focuses primarily on revenue growth,
revenue miles, operating revenue per mile, our preventable accident frequency
rate ("PAFR"), our operating ratio (defined as our operating expenses as a
percentage of our operating revenue), turnover rate (excluding drivers related
to terminal closures) and average driver count (defined as average number of
revenue producing drivers including owner operators under employment over the
specified time period) as compared to the same period in the prior year.







                  ITEM                    Nine months 2022 vs. 2021
Operating Revenues                        Up 6.9%
Revenue Miles                             Down 12.1%
Revenue Per Mile                          Up 21.7%

PAFR (incidents per 1M miles) goal of 2.0 1.61 vs. 1.68 Operating Ratio

                           86.4% vs. 98.6%
Driver Turnover Rate                      77.0% vs. 100.4%

Avg. Driver Count incl. owner operators Down 10.0%












Third Quarter Highlights


· Operating revenue per mile was up $.86, or 24.2%, due to rate increases and an


   improved business mix.




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Comparative Results of Operations for the Three Months ended June 30, 2022 and
2021



                                           Three months ended June 30
(dollars in thousands)               2022         %           2021         %

Revenue miles (in thousands)        5,334                    5,869

Operating revenues                 23,501       100.0 %     20,855       100.0 %

Cost of operations:
 Compensation and benefits          9,774        41.6 %      9,200        44.1 %
 Fuel expenses                      3,965        16.9 %      2,568        12.3 %
 Repairs & tires                    1,502         6.4 %      1,316         6.3 %
 Other operating                      739         3.1 %        734         3.5 %
 Insurance and losses               1,918         8.1 %      1,789         8.6 %
 Depreciation expense               1,363         5.8 %      1,662         8.0 %
 Rents, tags & utilities              651         2.8 %        653         3.1 %

Sales, general & administrative 2,328 9.9 % 2,284 11.0 %


 Corporate expenses                   511         2.2 %        426        

2.0 %


 Gain on sale of terminal sites        -          0.0 %       (183 )      -0.9 %
 Gain on disposition of PP&E         (163 )      -0.7 %        (46 )      -0.2 %
Total cost of operations           22,588        96.1 %     20,403        97.8 %

Total operating profit           $    913         3.9 %        452         2.2 %




The Company reported net income of $771,000, or $.22 per share for the quarter
ended June 30, 2022, compared to $323,000, or $.09 per share, in the same
quarter last year. Net income in the prior year third quarter included $133,000,
or $.04 per share, from gains on real estate sales net of income taxes.



Revenue miles were down 535,000, or 9%, over the same quarter last year due to a
lower average driver count resulting primarily from the closure of our Nashville
location and turnover (down ~25 drivers from the 3rd quarter of last year).
Operating revenues for the quarter were $23,501,000, up $2,646,000 from the same
quarter last year due to rate increases, higher fuel surcharges and an improved
business mix. Operating revenue per mile was up $.86, or 24.2%.



Compensation and benefits increased $574,000, mainly due to the recent increases
in driver compensation mostly offset by a lower driver count and non-driver
personnel reductions. Gross fuel expense increased $1,397,000 due to higher
diesel prices. Insurance and losses increased $129,000, primarily due to the
negative development of a fiscal year 2020 auto liability claim. Depreciation
expense was down $299,000 in the quarter. Gain on the sale of assets was
$163,000 versus $46,000 in the same quarter last year.



As a result, operating profit this quarter was $913,000 compared to $452,000 in
the same quarter last year. Excluding the gain on sale of land, the adjusted
operating profit was $269,000 in last year's third quarter.





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Comparative Results of Operations for the Nine Months ended June 30, 2022 and
2021



                                               Nine months ended June 30
(dollars in thousands)                  2022         %           2021         %

Revenue miles (in thousands)          16,105                   18,312

Operating revenues                    65,000       100.0 %     60,811       100.0 %

Cost of operations:
 Compensation and benefits            27,820        42.8 %     26,938        44.3 %
 Fuel expenses                         9,843        15.1 %      7,130        11.7 %
 Repairs & tires                       4,163         6.4 %      4,033         6.6 %
 Other operating                       2,193         3.4 %      2,302         3.8 %
 Insurance and losses                  6,302         9.7 %      5,840         9.6 %
 Depreciation expense                  4,246         6.5 %      5,078         8.3 %
 Rents, tags & utilities               2,032         3.1 %      2,052         3.4 %

Sales, general & administrative 6,945 10.7 % 6,561

10.8 %


 Corporate expenses                    1,613         2.5 %      1,516      

2.5 %

Gain on sale of terminal sites (8,330 ) -12.8 % (1,614 )

-2.7 %

Loss (gain) on disposition of PP&E (642 ) -1.0 % 153


  0.3 %
Total cost of operations              56,185        86.4 %     59,989        98.6 %

Total operating profit              $  8,815        13.6 %        822         1.4 %




The Company reported net income of $6,720,000, or $1.85 per share, compared to
$585,000, or $.17 per share, in the same period last year. The first nine
months' net income included $6,281,000, or $1.73 per share, from gains on real
estate sales net of income taxes. Net income in the prior year nine months
included $1,170,000, or $.34 per share, from gains on real estate sales net

of
income taxes.



Revenue miles were down 2,207,000, or 12%, over the same period last year due to
a lower average driver count (down ~49 drivers from the first nine months of
last year). Operating revenues for the period were $65,000,000, up $4,189,000
from the same period last year. Operating revenue per mile was up $.72, or 21.7%
due to rate increases, higher fuel surcharges and an improved business mix.



Compensation and benefits increased $882,000, mainly due to the increased driver
compensation package offset by a lower driver count and non-driver personnel
reductions. Gross fuel expense increased $2,713,000 as a result of higher diesel
prices. Insurance and losses increased $462,000, primarily as a result of a
maximum limit COVID claim ($372,500) and the negative workers' compensation
adjustment from a prior year claim ($380,000). Depreciation expense was down
$832,000 in the period. SG&A expense was higher by $384,000 mainly due to a
one-time transaction bonus following the sale of the Tampa property for certain
members of the management team ($312,000 in SG&A and $82,000 in Corporate for a
total of $394,000) and higher legal fees. Gain on the sale of land was
$8,330,000 due to the sale of our former terminal location in Tampa, FL compared
to $1,614,000 in the same period last year due to the sale of our former
terminal location in Pensacola, FL and the sale and partial leaseback of our
terminal in Chattanooga, TN. Gain on the sale of assets was $642,000 versus a
loss of ($153,000) in the same period last year.



As a result, operating profit this period was $8,815,000 compared to $822,000 in
the same period last year. Operating ratio was 86.4 in the first nine months
versus 98.6 the same period last year. Excluding

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the gain on sale of terminal sites and the one-time transaction bonus, adjusted
operating profit for the first nine months was $879,000 as compared to an
adjusted operating loss of ($792,000) in the same period last year. The COVID
medical claim and the prior year workers' compensation claim resulted in a total
charge of $752,500 in the first nine months of fiscal 2022.



Non-GAAP Financial Measures



To supplement the financial results presented in accordance with GAAP, Patriot
presents certain non-GAAP financial measures within the meaning of Regulation G
promulgated by the Securities and Exchange Commission. Patriot uses these
non-GAAP financial measures to analyze its continuing operations and to monitor,
assess, and identify meaningful trends in its operating and financial
performance. These measures are not, and should not be viewed as, substitutes
for GAAP financial measures.



Adjusted Operating Profit



Adjusted operating profit excludes the impact of the gain on sale of terminal
sites and the one-time transaction bonus related to the sale. Adjusted operating
profit is presented to provide additional perspective on underlying trends in
Patriot's core operating results. A reconciliation between operating profit and
adjusted operating profit is as follows:



                                               Three months ended                     Nine months ended
                                       June 30, 2022        June 30, 2021      June 30, 2022     June 30, 2021
Operating profit                      $         913                452                8,815              822
Adjustments:

 Gain on sale of terminal sites                  -                (183 )   

(8,330 ) (1,614 )


 One-time transaction bonus                      -                  -                   394               -
Adjusted operating profit (loss)      $         913                269     

            879             (792 )






Liquidity and Capital Resources. The Company maintains its operating accounts
with Wells Fargo Bank, N.A. and these accounts directly sweep overnight against
the Wells Fargo revolver. As of June 30, 2022, we had no debt outstanding on
this revolver, $1,461,000 letters of credit and $13,539,000 available for
additional borrowings. The Company expects our fiscal year 2022 cash generation
to cover the cost of our operations and our budgeted capital expenditures



Cash Flows - The following table summarizes our cash flows from operating,
investing and financing activities for each of the periods presented (in
thousands of dollars):



                                                          Nine months
                                                        Ended June 30,
                                                      2022           2021
Total cash provided by (used for):
Operating activities                              $   3,975          3,547
Investing activities                                  7,568          1,209
Financing activities                                (12,493 )      (10,132 )
Decrease in cash and cash equivalents             $    (950 )       (5,376 )

Outstanding debt at the beginning of the period          -              -
Outstanding debt at the end of the period                -              -


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Operating Activities - Net cash provided by operating activities (as set forth
in the cash flow statement) was $3,975,000 for the nine months ended June 30,
2022, compared to $3,547,000 in the same period last year. The total of net
income plus depreciation and amortization and less gains on sales of property
and equipment decreased $2,291,000 versus the same period last year. These
changes are described above under "Comparative Results of Operations."
Fluctuations in prepaid expenses, accounts payable, and income taxes payable
added $2,867,000 in cash provided by operating activities. These changes
comprise the majority of the increase in net cash provided by operating
activities.



Investing Activities - Investing activities include the purchase of property and
equipment, any business acquisitions and proceeds from sales of property and
equipment upon retirement. For the nine months ended June 30, 2022, cash
provided by investing activities was $7,568,000 which included the proceeds from
retirements net of the purchase of plant, property and equipment. For the nine
months ended June 30, 2021, cash provided by investing activities was $1,209,000
which included the proceeds from retirements net of the purchase of plant,
property and equipment.



Financing Activities - Financing activities primarily include net changes to our
outstanding revolving debt, proceeds from the sale of shares of common stock
through employee equity incentive plans, and dividends. For the nine months
ended June 30, 2022, cash used in financing activities was $12,493,000 due to
dividends paid offset by proceeds from exercised stock options. For the nine
months ended June 30, 2021, cash used in financing activities was $10,132,000
primarily due to dividends paid. We had no outstanding long-term debt on June
30, 2022 or 2021.





Credit Facilities - The Company has a five-year credit agreement with Wells
Fargo Bank N.A. which provides a $15 million revolving line of credit with a $10
million sublimit for stand-by letters of credit. The amounts outstanding under
the credit agreement bear interest at a rate of 1.1% over the Secured Overnight
Financing Rate ("SOFR"), which may change quarterly based on the Company's ratio
of consolidated total debt to consolidated total capital. A commitment fee of
0.12% per annum is payable quarterly on the unused portion of the commitment.
The credit agreement contains certain conditions and financial covenants,
including a minimum tangible net worth. As of June 30, 2022, the tangible net
worth covenant would have limited our ability to pay dividends or repurchase
stock with borrowed funds to a maximum of $1,433,000 combined.





Cash Requirements - The Company currently expects its fiscal 2022 capital
expenditures to be approximately $6.0 million for replacement equipment which we
expect to be fully funded by our cash generated from our operations. The amount
of capital expenditures through June 30, 2022 were $2,859,000.





Impact of the COVID-19 Pandemic. The COVID-19 pandemic continues to have some impact on demand for oil and petroleum products in certain markets but that impact was far less in this quarter than had been experienced since the beginning of the pandemic. As an essential business, we have continued to operate throughout the pandemic in accordance with CDC guidance and orders issued by state and local authorities.

Summary and Outlook. Since announcing the first significant pay increase back in April of 2021,



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our driver count has stabilized and we have been holding steady at +/- 355
revenue producing drivers. During the first quarter of 2022 we announced
additional driver pay increases in all of our markets, with the majority
effective February 4, 2022. Driver turnover has fallen to 77% through the first
nine months of this year versus 100% in last fiscal year. We continue to see
steady activity on driver applications and the average number of drivers in
training. In July, we announced additional driver pay increases effective August
5, 2022 in about half of our markets. These increases require drivers to meet
certain criteria each month in order to qualify, including minimum average log
hours worked and zero unexcused absences to help drive productivity.



We continue to successfully negotiate additional rate increases with our customers as we adjust driver pay. These additional rate increases will fully offset the additional driver pay. We continue to focus on diversifying our product mix with more water and dry bulk drivers.





Our balance sheet remained stable with $9.9 million of cash and cash equivalents
as of June 30, 2022, with no outstanding debt. We replaced 10 tractors in the
first half of this fiscal year with plans to buy an additional 20 replacement
tractors and a handful of trailers in Q4 putting our current planned capital
expenditures at ~$6,000,000 for fiscal year 2022.



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