UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-K

_________________

|(Mark One) |  | 
|---------- |  | 



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

or



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

Commission File Number: 001-36605

_____________________

PATRIOT TRANSPORTATION HOLDING,
INC.

(Exact name of registrant as specified in its
charter)

_____________________



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

(904) 396-5733



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

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

Securities registered pursuant to
Section 12(g) of the Act: None



_________________

Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  [_]    No  [X]



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  [_]    No  [X]



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes  [X]    No  [_]



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  [X]    No  [_]



Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy

1





or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [
]



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

|Large accelerated filer [_]  |                               | Accelerated  filer [_]
|---------------------------- | ----------------------------- | ----------------------
|                             |                               |                       
|Non-accelerated filer [  ]   | Smaller reporting company [X]
|                             |                               |                       
|Emerging growth company [  ] |                              



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [_]

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

The number of shares of the registrant’s
stock outstanding as of December 10, 2019 was 3,351,329. The aggregate market value of the shares of Common Stock held by non-affiliates
of the registrant as of March 31, 2019, the last day of business of our most recently completed second fiscal quarter, was $47,051,488.

+ Solely for purposes of this calculation,
the registrant has assumed that all directors, officers and ten percent (10%) shareholders of the Company are affiliates of the
registrant.



DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Patriot Transportation
Holding, Inc. 2019 Annual Report to Shareholders are incorporated by reference in Parts I and II.



Portions of the Patriot Transportation
Holding, Inc. Proxy Statement which will be filed with the Securities and Exchange Commission not later than December 31, 2019
are incorporated by reference in Part III.



2





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 increased vehicle fuel
efficiency, the increased popularity of electric vehicles recessionary and terrorist impacts on travel in the Company’s markets;
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, including regulations regarding the transportation industry and
regulations intended to reduce greenhouse gas emissions; cyber-attacks; availability and terms of financing; competition in our
markets; interest rates, and inflation and general economic conditions. 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.





3





PART I



Item 1. BUSINESS.



Our Business. Our business, conducted
through our subsidiary Florida Rock & Tank Lines, Inc.,  consists of hauling petroleum related products and dry bulk commodities
and liquid chemicals. We are one of the largest regional tank truck carriers in North America. Based on the Tank Truck Carrier
2018 Gross Revenue Report issued by Bulk Transporter, we are the 10th largest bulk tank carrier in North America by
revenue.  We operate terminals in Florida, Georgia, Alabama, North Carolina and Tennessee. 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, using predominately
Company employees and Company-owned tractors and tank trailers. Approximately 86% of our business consists of hauling liquid petroleum
products (mostly gas and diesel fuel) from large scale fuel storage facilities to our customers’ retail outlets (e.g. convenience
stores, truck stops and fuel depots) where we off-load the product into our customers’ fuel storage tanks for ultimate sale
to the retail consumer. The remaining 14% of our business consists of hauling dry bulk commodities such as cement, lime and various
industrial powder products and liquid chemicals. As of September 30, 2019, we employed 530 revenue-producing drivers who operated
our fleet of 376 Company tractors (excluding 9 being placed in service and 3 being prepared for sale), 24 owner operators and 491
trailers from our 19 terminals and 6 satellite locations.



Tractors and Trailers.During fiscal
2019, the Company purchased 60 new tractors. Our fiscal 2020 capital budget includes 60 new tractors. We believe maintaining a
modern fleet will result in reduced maintenance expenses, improved operating efficiencies and enhanced driver recruitment and retention.
At September 30, 2019 the Company operated a fleet of 376 tractors (excluding 9 being placed in service and 3 being prepared for
sale), and 491 tank trailers. The Company owns all of the tank trailers and tractors used to conduct our business, except for 24
tractors owned by owner-operators and 30 full-service leased 2019 model year tractors located in key areas without Company maintenance
shops.



Competitors.The tank lines transportation
business is extremely competitive and fragmented. We have between multiple competitors in each of our markets, consisting of other
carriers of varying sizes as well as our customers’ private fleets. Price, service and location are the major competitive
factors in each local market. Some of our competitors have greater financial resources and a more expansive geographic footprint
than our company. Some of our competitors periodically reduce their prices to gain business, which may limit our ability to maintain
or increase prices, implement new pricing strategies or maintain significant growth in our business.



Our largest competitors include Kenan Advantage
Group, Eagle Transport, Penn Tank Lines, CTL, and Commercial Carriers.  We also compete with smaller carriers in most of our
markets.



Our strategy is to build long-term partnerships
with our customers based on the highest level of customer service and reliability. The current trend is that hypermarkets and super
regional and national chains have emerged to replace many of the independent convenience stores and service stations historically
served by many of our competitors. As this continues, we believe that our size, capabilities, scope of services and geographic
reach will provide us a competitive advantage over smaller carriers with fewer resources.



4





Customers.Approximately 86% of our
business consists of hauling petroleum related products. Our petroleum clients include major convenience store and hypermarket
accounts, fuel wholesalers and major oil companies.  We strive to build long-term relationships with major customers by providing
outstanding customer service. During fiscal 2019, the Company’s ten largest customers accounted for approximately 63.1% of
revenue. One of these customers, Murphy USA, accounted for 19.2% of revenue. The loss of any one of these customers could have
a material adverse effect on the Company’s revenues and income. Our transportation services agreements with our customers
generally are terminable upon 90-120 days’ notice, but nine of our top 10 accounts have been customers for at least 5 years.



Our dry bulk and chemical customers include
large industrial companies including cement and concrete accounts and product distribution companies.  Our customer relationships
are long-standing and have grown over time as a result of consistently high safety and service levels.



Sales and Marketing.Our marketing activities
are focused on building our relationships with existing customers as well as developing new business opportunities. Our senior
management team has extensive experience in marketing specialized fuels delivery services. In addition, significant portions of
our marketing activities are conducted locally by our regional managers, terminal managers and dispatchers who act as local customer
service representatives. These managers and dispatchers maintain regular contact with customers and are well-positioned to identify
the changing transportation needs of customers in their respective geographic areas. We also actively participate in various trade
associations, including the National Tank Truck Carriers Association, various state trucking and petroleum marketing associations
and the Society of Independent Gasoline Marketers Association.



Environmental Matters.Our activities,
which involve the transportation, storage and disposal of fuels and other hazardous substances and wastes, are subject to various
federal, state and local health and safety laws and regulations relating to the protection of the environment, including, among
others, those governing the transportation, management and disposal of hazardous materials, vehicle emissions, underground and
above ground storage tanks and the cleanup of contaminated sites. Our operations involve risks of fuel spillage or seepage, hazardous
waste disposal and other activities that are potentially damaging to the environment. If we are involved in a spill or other accident
involving hazardous substances, or if we are found to be in violation of or liable under applicable laws or regulations, it could
significantly increase our cost of doing business.



Most of our truck terminals are located in
industrial areas, where groundwater or other forms of environmental contamination may have occurred. Under environmental laws,
we could be held responsible for the costs relating to any contamination at those or other of our past or present facilities and
at third-party waste disposal sites, including cleanup costs, fines and penalties and personal injury and property damages. Under
some of these laws, such as the Comprehensive Environmental Response Compensation and Liability Act (also known as the Superfund
law) and comparable state statutes, liability for the entire cost of the cleanup of contaminated sites can be imposed upon any
current or former owner or operator, or upon any party who sent waste to the site, regardless of the lawfulness of any disposal
activities or whether a party owned or operated a contaminated property at the time of the release of hazardous substances. From
time to time, we have incurred remedial costs and/or regulatory penalties with respect to chemical or wastewater spills and releases
relating to our facilities or operations, and, notwithstanding the existence of our environmental management program, we may incur
such obligations in the future. The discovery of contamination or the imposition of additional obligations or liabilities in the
future could result in a material adverse effect on our financial condition, results of

5





operations or our business reputation.



Our operations involve hazardous materials
and could result in significant environmental liabilities and costs. For a discussion of certain risks of our being associated
with transporting hazardous substances see “Risk Factors—Risks Relating to Our Business”



Seasonality.Our business is subject
to seasonal trends common in the refined petroleum products delivery industry. We typically face reduced demand for refined petroleum
products delivery services during the winter months and increased demand during the spring and summer months. Further, operating
costs and earnings are generally adversely affected by inclement weather conditions. These factors generally result in lower operating
results during the first and second fiscal quarters of the year and cause our operating results to fluctuate from quarter to quarter.
Our operating expenses also have been somewhat higher in the winter months, due primarily to decreased fuel efficiency and increased
maintenance costs for tractors and trailers in colder months.



Employees. As of September 30, 2019,
the Company employed 761 people.



Financial Information.Financial information
about the company is presented in the financial statements included in the accompanying 2019 Annual Report to Shareholders and
such information is incorporated herein by reference.



Company Website.The Company’s
website may be accessed at www.patriottrans.com. All of our filings with the Securities and Exchange Commission can be accessed
through our website promptly after filing. This includes annual reports on Form 10-K, proxy statements, quarterly reports on Form
10-Q, current reports filed or furnished on Form 8-K and all related amendments.





Item 1A. RISK FACTORS.



Our future results may be affected by a number
of factors over which we have little or no control. The following issues, uncertainties, and risks, among others, should be considered
in evaluating our business and outlook. Also, note that additional risks not currently identified or known to us could also negatively
impact our business or financial results.



Risks Relating to Our Business



Our business is subject to general economic
and other factors that are largely out of our control and could affect our operations, profitability and cash flow.



Our business is dependent on various economic
factors over which we have little control, that include:



| | • |  | the availability of qualified drivers;    
| | - |  | ------------------------------------------
| |   |  |                                           
| | • |  | access to the credit and capital markets; 
| |   |  |                                           
| | • |  | rising healthcare costs;                  
| |   |  |                                           
| | • |  | increases in fuel prices, taxes and tolls;

6







| |   |  |                                                                          
| | - |  | -------------------------------------------------------------------------
| | • |  | increases in costs of equipment;                                         
| |   |  |                                                                          
| | • |  | interest rate fluctuations;                                              
| |   |  |                                                                          
| | • |  | excess capacity in the trucking industry;                                
| |   |  |                                                                          
| | • |  | changes in laws or regulations or changes in license and regulatory fees;
| |   |  |                                                                          
| | • |  | potential disruptions at U.S. ports of entry and in pipeline operations; 
| |   |  |                                                                          
| | • |  | downturns in customers’ business cycles; and                             
| |   |  |                                                                          
| | • |  | insurance prices and insurance coverage availability.                    



As a result, we may experience periods of overcapacity,
declining prices, lower profit margins and less availability of cash in the future. Our revenues and operating income could be
materially adversely affected if we are unable to pass through to our customers the full amount of increased transportation costs.



We would be adversely affected by a decline
in demand for hauling petroleum products in our markets.



We derive approximately 86% of our revenues
from the hauling of petroleum products, including gasoline, diesel fuel and ethanol. The demand for these services is determined
by motor fuel consumption in our markets, which is affected by general economic conditions, employment levels, consumer confidence,
spending patterns and gasoline prices. Demand for our petroleum hauling services is also impacted by vehicle fuel efficiency, the
increasing popularity of electric, hybrid or alternative fuel vehicles and government regulation relating to ethanol. The Energy
Information Administration of the U.S. Department of Energy projects that U.S. motor gasoline consumption will decline at an average
rate of 1.1% per year between 2012 and 2040 as improvements in fuel efficiency are expected to outpace increases in miles driven.



Future legislation or regulations adopted to
reduce greenhouse gas emissions, such as a carbon tax, may increase our operating costs, require unanticipated capital expenditures
and reduce the demand for petroleum products. Developments regarding climate change and the effects of greenhouse gas emissions
on climate change in recent years has increased the likelihood of such legislation or regulation. Moreover, attitudes toward gasoline
and its relationship to the environment may significantly affect our sales and ability to market our products. Reduced consumer
demand for gasoline could have a material adverse effect on our business, financial condition, results of operations and cash flows.



We may be adversely affected by fluctuations
in the price and availability of fuel.



We require large amounts of diesel fuel to
operate our tractors. In 2017, 2018 and 2019, cost of fuel (including fuel taxes) represented approximately 13.4%, 15.3%, and 14.5%,
respectively, of our total revenue. The market price for fuel can be extremely volatile and can be affected by a number of economic
and political factors. In addition, changes in federal or state regulations can impact the price of fuel, as well as increase the
amount we pay in fuel taxes.



We typically incorporate a fuel surcharge provision
in all customer contracts. The intended

7





effect of that provision is to neutralize the
impacts of fluctuations in the price of diesel fuel on both the Company and our customer. The amount of the fuel surcharge is typically
set at the beginning of each month and is based on the actual price of diesel fuel recorded in the preceding month. This provision
produces a lag in the timing of the recovery of the price move for both the Company and our customer. However, our customers may
be able to negotiate contracts that minimize or eliminate our ability to pass on fuel price increases. If fuel prices increase
and we are unable to pass the increased cost to our customers, the additional expense could have a material adverse effect on our
business, results of operations and financial condition.



We currently do not hedge our fuel purchases
to protect against fluctuations in fuel prices that are not covered by fuel surcharges, and therefore are at risk to the extent
that changes in the market price of fuel are not covered by the fuel surcharge provisions of our customer contracts.



Our operations may also be adversely affected
by any limit on the availability of fuel. Disruptions in the political climate in key oil producing regions in the world, particularly
in the event of wars or other armed conflicts, could severely limit the availability of fuel in the United States. In the event
our customers face significant difficulty in obtaining fuel, our business, results of operations and financial condition would
be materially adversely affected.



Our business may be adversely affected by
seasonal factors and harsh weather conditions.



Our business is subject to seasonal trends
common in the refined petroleum products delivery industry. We typically encounter increased demand for fuels delivery services
in Florida during the spring months. Further, operating costs and earnings are generally adversely affected by inclement weather
conditions. These factors generally result in lower operating results during the first and second fiscal quarters of the year and
cause our operating results to fluctuate from quarter to quarter. Our operating expenses also have been somewhat higher in the
winter months, primarily due to decreased fuel efficiency, increased utility costs and increased maintenance costs for tractors
and trailers in colder months. An occurrence of unusually harsh or long-lasting inclement weather could have an adverse effect
on our operations and profitability.



We operate in a highly competitive industry,
and competitive pressures may adversely affect our operations and profitability.



The tank lines transportation business is extremely
competitive and fragmented. We compete with many other carriers of varying sizes as well as our customers’ private fleets.
Numerous competitive factors could impair our ability to maintain our current level of revenues and profitability and adversely
affect our financial condition. These factors include the following:



| | • | we compete with many other fuels delivery service providers, particularly smaller regional competitors, some of which may have more equipment in, or stronger ties to, the geographic regions in which they operate or other competitive advantages;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | some of our competitors periodically reduce their prices to gain business, which may limit our ability to maintain or increase prices, implement new pricing strategies or maintain significant growth in our business;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | many customers periodically accept bids from multiple carriers, and this process may depress prices or result in the loss of some business to competitors;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



8







| | • | many customers are looking to reduce the number of carriers they use, and in some instances we may not be selected to provide services;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------



| | • | consolidation in the fuels delivery industry could create other large carriers with greater financial resources than we have and other competitive advantages relating to their size;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the development of alternative power sources for cars and trucks could reduce demand for gasoline; and
| | - | ------------------------------------------------------------------------------------------------------



| | • | advances in technology require increased investments to maintain competitiveness, and we may not have the financial resources to invest in technology improvements or our customers may not be willing to accept higher prices to cover the cost of these investments.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If we are unable to address these competitive
pressures, our operations and profitability may be adversely affected.



The loss or bankruptcy of one or more significant
customers may adversely affect our business.



We are dependent upon a limited number of large
customers. Our ten largest customers accounted for approximately 63.1% of our total revenues during the year ended September 30,
2019. In particular, our largest customer, Murphy USA, accounted for 19.2% of our total revenues during fiscal 2019. The loss of
one or more of our major customers, or a material reduction in services performed for such customers, would have a material adverse
effect on our results of operations. In addition, if one or more of our customers were to seek protection under the bankruptcy
laws, we might not receive payment for services rendered and, under certain circumstances, might have to return payments made by
these customers during the 90 days prior to the bankruptcy filing. If we were to lose one or more of our key customers, we might
not be able to capture additional volume from other customers to offset the fixed costs historically covered by the lost revenue.



Difficulty in attracting and retaining drivers
could negatively affect our operations and limit our growth.



There is substantial competition for qualified
personnel, particularly drivers, in the trucking industry. We operate in many geographic areas where there is currently a shortage
of drivers. Regulatory requirements, including electronic logging, and an improving U.S. jobs market, could continue to reduce
the number of eligible drivers in our markets. Any shortage of drivers could result in temporary under-utilization of our equipment,
difficulty in meeting our customers’ demands and increased compensation levels, each of which could have a material adverse
effect on our business, results of operations and financial condition. A loss of qualified drivers could lead to an increased frequency
in the number of accidents, potential claims exposure and, indirectly, insurance costs.



Difficulty in attracting qualified drivers
could also require us to limit our growth. Our strategy is to grow in part by expanding existing customer relationships into new
markets. However, we may have difficulty finding qualified drivers on a timely basis when presented with new customer opportunities,
which could result in our inability to accept or service this business or could require us to increase the wages we pay in order
to attract drivers. If we are unable to hire qualified drivers to service business opportunities in new markets, we may have to
temporarily

9





send drivers from existing terminals to those
new markets, causing us to incur significant costs relating to out-of-town driver pay and expenses. In making acquisitions and
converting private fleets, some of the drivers in those fleets may not meet our standards, which would require us to find qualified
drivers to replace them. If we are unable to find and retain such qualified drivers on terms acceptable to us, we may be forced
to forego opportunities to expand or maintain our business.



If our relationship with our employees were
to deteriorate, we may be faced with unionization efforts, labor shortages, disruptions or stoppages, which could adversely affect
our business and reduce our operating margins and income.



Our operations rely heavily on our employees,
and any labor shortage, disruption or stoppage caused by poor relations with our employees could reduce our operating margins and
income. None of our employees are subject to collective bargaining agreements, although unions have traditionally been active in
the U.S. trucking industry. Our workforce has been subject to union organization efforts from time to time, and we could be subject
to future unionization efforts as our operations expand. Unionization of our workforce could result in higher compensation and
working condition demands that could increase our operating costs or constrain our operating flexibility. In addition, we are from
time to time subject to wage and hour claims relating to overtime pay where our drivers work more than eight hours in a day but
less than 40 hours in a week. We believe we are exempt from overtime pay rules under regulations of the Department of Transportation
(“DOT”). However, our operating costs would increase if this exemption were rescinded or if a court determined that
we were not exempt from these overtime pay rules.



If we lose key members of our senior management,
our business may be adversely affected.



Our ability to implement our business strategy
successfully and to operate profitably depends in large part on the continued employment of our senior management team, led by
Robert Sandlin, President and CEO. If Mr. Sandlin or the other members of senior management become unable or unwilling to continue
in their present positions, our business or financial results could be adversely affected.



If we fail to develop, integrate or upgrade
our information technology systems, we may lose customers or incur costs beyond our expectations.



We rely heavily on information technology and
communications systems to operate our business and manage our network in an efficient manner. We have equipped our tractors with
various mobile communications systems and electronic logging devices that enable us to monitor our tractors and communicate with
our drivers in the field and enable customers to track the location and monitor the progress of their cargo through the Internet.
Despite redundancies and security measures, our information technology and communications systems remain susceptible to outages,
computer viruses, break-ins, human error, data leakage and other disruptions and imperfections. Any of these could impair the efficiency
of our operations, inhibit our customer service or reduce customer access to information. In addition, there could be a loss of
confidential information, corruption of data, or damage to our reputation. Demand for our services or the profitability of operations
could in turn be affected, which could have a negative impact on our results of operations or cash flows.



Increasingly, we compete for customers based
upon the flexibility and sophistication of our technologies supporting our services. The failure of hardware or software that supports
our information technology systems, the loss of data contained in the systems, or the inability of our

10





customers to access or interact with our website,
could significantly disrupt our operations and cause us to lose customers. If our information technology systems are unable to
handle additional volume for our operations as our business and scope of service grow, our service levels and operating efficiency
will decline. In addition, we expect customers to continue to demand more sophisticated fully-integrated information systems. If
we fail to hire and retain qualified personnel to implement and maintain our information technology systems or if we fail to upgrade
or replace these systems to handle increased volumes, meet the demands of our customers and protect against disruptions of our
operations, we may lose customers, which could seriously harm our business.



To compete effectively, we must anticipate
and adapt to technology changes. We may choose new technologies that later prove to be inadequate, or may be forced to implement
new technologies, at substantial cost, to remain competitive. In addition, competitors may implement new technologies before we
do, allowing such competitors to provide lower priced or enhanced services and superior quality compared to those we provide. This
development could have a material adverse impact on our ability to compete.



We are self-insured and/or have deductible
exposure to certain claims and are subject to the fluctuations of the insurance marketplace, all of which could affect our profitability.



The primary accident risks associated with
our business are:



| | • |  | motor-vehicle related bodily injury and property damage;
| | - |  | --------------------------------------------------------
| | • |  | workers’ compensation claims;                           
| | • |  | environmental pollution liability claims;               
| | • |  | cargo loss and damage; and                              
| | • |  | general liability claims.                               



We currently maintain insurance for:



| | • |  | motor-vehicle related bodily injury and property damage claims;
| | - |  | ---------------------------------------------------------------
| | • |  | workers’ compensation insurance coverage on our employees; and 
| | • |  | general liability claims.                                      



Our insurance program included a self-insured
deductible of $250,000 per incident for bodily injury, property damage, and workers’ compensation (with a basket at $250,000
for all three) until September 30, 2017. Effective October 1, 2017 our deductible on bodily injury and property damage remained
at $250,000 but increased to $500,000 on workers compensation with no basket coverage. In addition, we maintained insurance policies
with a total limit of $50 million, of which $49 million was provided under umbrella and excess liability policies and $1 million
is provided under a primary liability policy. The $250,000 deductible per incident could adversely affect our profitability, particularly
in the event of an increase in the frequency or severity of incidents. Additionally, we are self-insured for damage to the equipment
that we own and lease, as well as for cargo losses and such self-insurance is not subject to any maximum limitation. In addition,
even where we have insurance, our insurance policies may not provide coverage for certain claims against us or may not be sufficient
to cover all possible liabilities.



Our self-insured retentions require us to make
estimates of expected loss amounts and accrue such estimates as expenses. Changes in estimates may materially and adversely affect
our financial results. In addition, our insurance does not cover claims for punitive damages. As a result of the increase in our
self-insured retention, it is likely that we will increase our claims

11





accrual as a result of a possible increase
in our claims expense.



We are subject to changing conditions and pricing
in the insurance marketplace that in the future could change dramatically the cost or availability of various types of insurance.
To the extent these costs cannot be passed on to our customers in increased prices, increases in insurance costs could reduce our
future profitability and cash flow.



In addition, our insurance carriers and the
states in which we operate require us to post either letters of credit or surety bonds to collateralize our self-insured retention.
We currently have letters of credit of $3 million outstanding to satisfy these obligations. If our insurance carriers or the states
in which we operate require us to increase the amount of collateral we provide in the future, we could face increased costs, including
the payment of additional fees to the providers of letters of credit. Since our letters of credit are considered debt under the
financial covenants for our financing arrangements, increases in the amount of letters of credit we have outstanding to collateralize
our self-insurance obligations will reduce borrowing availability under our credit agreement and reduce our capacity for additional
borrowings.



Moreover, any accident or incident involving
us, even if we are fully insured or not held to be liable, could negatively affect our reputation among customers and the public,
thereby making it more difficult for us to compete effectively, and could significantly affect the cost and availability of insurance
in the future. Because we provide “last mile” fuels delivery services, we generally perform our services in more crowded
areas, which increases the possibility of an accident involving our trucks.



We operate in a highly regulated industry,
and increased costs of compliance with, or liability for violation of, existing or future regulations could significantly increase
our costs of doing business.



As a motor carrier, we are subject to regulation
by the Federal Motor Carrier Safety Administration (“FMCSA”) and DOT, and by various federal and state agencies. These
regulatory authorities exercise broad powers governing various aspects such as operating authority, safety, hours of service, hazardous
materials transportation, financial reporting and acquisitions. There are additional regulations specifically relating to the trucking
industry, including testing and specification of equipment, product-handling requirements and drug testing of drivers. In 2003,
Florida Rock & Tank Lines, Inc. underwent a compliance review by the FMCSA in which we retained our satisfactory DOT safety
rating. Any downgrade in our DOT safety rating (as a result of new regulations or otherwise) could adversely affect our business.



The trucking industry is subject to possible
regulatory and legislative changes that may affect the economics of the industry by requiring changes in operating practices, emissions
or by changing the demand for common or contract carrier services or the cost of providing trucking services. Possible changes
include:



| | • |  | increasingly stringent environmental regulations, including changes intended to address climate change;                
| | - |  | -----------------------------------------------------------------------------------------------------------------------
| | • |  | restrictions, taxes or other controls on emissions;                                                                    
| | • |  | regulation specific to the energy market and logistics providers to the industry;                                      
| | • |  | changes in the hours-of-service regulations, which govern the amount of time a driver may drive in any specific period;
| | • |  | driver and vehicle electronic logging requirements;                                                                    
| | • |  | requirements leading to accelerated purchases of new tractors;                                                         

12







| | • |  | mandatory limits on vehicle weight and size;                         
| | - |  | ---------------------------------------------------------------------
| | • |  | driver hiring restrictions;                                          
| | • |  | increased bonding or insurance requirements; and                     
| | • |  | mandatory regulations imposed by the Department of Homeland Security.



From time to time, various legislative proposals
are introduced, including proposals to increase federal, state, or local taxes, including taxes on motor fuels and emissions, which
may increase our operating costs, require capital expenditures or adversely impact the recruitment of drivers.



Restrictions on emissions or other climate
change laws or regulations could also affect our customers that use significant amounts of energy or burn fossil fuels in producing
or delivering the products we carry. We also could lose revenue if our customers divert business from us because we have not complied
with their sustainability requirements.



Our business may be adversely affected by
terrorist attacks and anti-terrorism measures.



In the aftermath of the terrorist attacks of
September 11, 2001, federal, state and municipal authorities have implemented and are implementing various security measures, including
checkpoints and travel restrictions on large trucks and fingerprinting of drivers in connection with new hazardous materials endorsements
on their licenses. Such measures may have costs associated with them which we are forced to bear. While we believe we are in compliance
with these new regulations, if existing requirements are interpreted differently by governmental authorities or additional new
security measures are required, the timing of our deliveries may be disrupted and we may fail to meet the needs of our customers
or incur increased expenses to do so. Such developments could have a material adverse effect on our operating results. Moreover,
large trucks containing petroleum products are potential terrorist targets, and we may be obligated to take measures, including
possible capital expenditures intended to protect our trucks. In addition, the insurance premiums charged for some or all of the
coverage maintained by us could continue to increase dramatically or such coverage could be unavailable in the future.



Our business could be negatively impacted
by cyberattacks targeting our computer and telecommunications systems and infrastructure, or targeting those of our third-party
service providers.



Our business, like other companies in our industry,
has become increasingly dependent on digital technologies, including technologies that are managed by third-party service providers
on whom we rely to help us collect, host or process information. Such technologies are integrated into our business operations.
Use of the internet and other public networks for communications, services, and storage, including "cloud" computing,
exposes all users (including our business) to cybersecurity risks.



While we and our third-party service providers
commit resources to the design, implementation, and monitoring of our information systems, there is no guarantee that our security
measures will provide absolute security. Despite these security measures, we may not be able to anticipate, detect, or prevent
cyberattacks, particularly because the methodologies used by attackers change frequently or may not be recognized until launched,
and because attackers are increasingly using techniques designed to circumvent controls and avoid detection. We and our third-party
service providers may therefore be vulnerable to security events that are beyond our control, and we may be the target of cyber-attacks,
as well as physical attacks, which could result in information security breaches and significant disruption to our business.



13





As cyberattacks continue to evolve, we may
be required to expend significant additional resources to respond to cyberattacks, to continue to modify or enhance our protective
measures, or to investigate and remediate any information



Our operations involve hazardous materials
and could result in significant environmental liabilities and costs.



Our activities, which involve the transportation,
storage and disposal of fuels and other hazardous substances and wastes, are subject to various federal, state and local health
and safety laws and regulations relating to the protection of the environment, including, among others, those governing the transportation,
management and disposal of hazardous materials, vehicle emissions, underground and above ground storage tanks and the cleanup of
contaminated sites. Our operations involve risks of fuel spillage or seepage, hazardous waste disposal and other activities that
are potentially damaging to the environment. If we are involved in a spill or other accident involving hazardous substances, or
if we are found to be in violation of or liable under applicable laws or regulations, it could significantly increase our cost
of doing business.



Most of our truck terminals are located in
industrial areas, where groundwater or other forms of environmental contamination may have occurred. Under environmental laws,
we could be held responsible for the costs relating to any contamination at those or other of our past or present facilities and
at third-party waste disposal sites, including cleanup costs, fines and penalties and personal injury and property damages. Under
some of these laws, such as the Comprehensive Environmental Response Compensation and Liability Act (also known as the Superfund
law) and comparable state statutes, liability for the entire cost of the cleanup of contaminated sites can be imposed upon any
current or former owner or operator, or upon any party who sent waste to the site, regardless of the lawfulness of any disposal
activities or whether a party owned or operated a contaminated property at the time of the release of hazardous substances. From
time to time, we have incurred remedial costs and/or regulatory penalties with respect to spills and releases in connection with
our operations and, notwithstanding the existence of our environmental management program, such obligations may be incurred in
the future. The discovery of contamination or the imposition of additional obligations or liabilities in the future could result
in a material adverse effect on our financial condition, results of operations or our business reputation.



Environmental laws and regulations are complex,
change frequently and have tended to become more stringent over time. If we fail to comply with applicable environmental laws and
regulations, we could also be subject to substantial fines or penalties and to civil and criminal liability. As a result, our costs
of complying with current or future environmental laws or liabilities arising from such laws may have a material adverse effect
on our business, results of operations or financial condition.



We have significant ongoing capital requirements.



Our business requires substantial ongoing capital
investment, particularly for tractors, trailers, terminals and technology. Our capital expenditures were approximately $6.3 million,
$4.7 million and $9.6 million in 2017, 2018 and 2019, respectively, and we expect to make capital expenditures of approximately
$8.4 million during fiscal 2020. We expect that cash flow from operations and borrowings under our revolving credit facility will
be our primary sources of financing for capital expenditures. If we are unable to generate sufficient cash from operations or borrow
sufficient funds on terms that are acceptable to us, we may be forced to limit our growth and operate existing equipment for significant
periods of time, each of which could have

14





a material adverse effect on our business,
results of operations and financial condition.



We may face difficulty in purchasing new equipment
on a timely basis. Any delay in delivery of equipment could impair our ability to serve our customers, and, to the extent that
we must obtain equipment from alternative sources at increased prices, could result in a significant increase in our anticipated
capital expenditures and, accordingly, have a material adverse effect on our business, results of operations and financial condition.



Financing may not always be available to fund our activities.



We usually must spend and risk a significant
amount of capital to fund our activities. Although most capital needs are funded from operating cash flow, the timing of cash flows
from operations and capital funding needs may not always coincide, and the levels of cash flow may not fully cover capital funding
requirements.



From time to time, we may need to supplement
our cash generated from operations with proceeds from financing activities. We currently have a revolving credit facility available
to us, for up to $35 million of borrowings, to provide us with available financing for working capital, equipment purchases and
other general corporate purposes. This credit facility is intended to meet any ongoing cash needs in excess of internally generated
cash flows.



Our revolving credit agreement limits our
ability to engage in some business activities.



Our revolving credit agreement contains customary
negative covenants and other financial and operating covenants that will, among other things:



| | • |  | limit our ability to incur certain additional indebtedness;                 
| | - |  | ----------------------------------------------------------------------------
| |   |  |                                                                             
| | • |  | limit our ability to make certain investments;                              
| |   |  |                                                                             
| | • |  | limit our ability to merge with another company;                            
| |   |  |                                                                             
| | • |  | limit our ability to pay dividends;                                         
| |   |  |                                                                             
| | • |  | require us to maintain financial coverage ratios; and                       
| |   |  |                                                                             
| | • |  | prevent us from encumbering certain assets except as approved by the lender.



These limitations could cause us to default
on our credit agreements or negatively affect our operations.





Risks Relating to Our Common Stock



Your percentage of ownership in the Company
may be diluted in the future.



In the future, your percentage ownership in
the Company may be diluted because of equity issuances for acquisitions, capital market transactions or other corporate purposes,
including equity awards that we will grant to our directors, officers and employees. Our employees have options to purchase shares
of our common stock and we anticipate our compensation committee will grant additional stock options or other stock-based awards
to our employees. Such awards will have a dilutive effect on our earnings per share, which could adversely affect the market price
of our common stock. From time to time, we will issue additional options or other stock-based awards to our employees under our
employee benefits plans.



In addition, our amended and restated articles
of incorporation authorizes us to issue, without the

15





approval of our shareholders, one or more classes
or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special
rights, including preferences over our common stock respecting dividends and distributions, as our board of directors generally
may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value
of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors
in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or
redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the
common stock.



Certain shareholders have effective control
of a significant percentage of our common stock and likely will control the outcome of any shareholder vote.



As of September 30, 2019, two of our directors,
Edward L. Baker and Thompson S. Baker II, beneficially own approximately 7.38% of the outstanding shares of our common stock (57.50%
of such shares are held in trusts under which voting power is shared with other family members) and certain of their family members
beneficially own an additional 26.07%. As a result, these individuals effectively may have the ability to direct the election of
all members of our board of directors and to exercise a controlling influence over our business and affairs, including any determinations
with respect to mergers or other business combinations involving us, our acquisition or disposition of assets, our borrowing of
monies, our issuance of any additional securities, our repurchase of common stock and our payment of dividends.



Provisions in our articles of incorporation
and bylaws and certain provisions of Florida law could delay or prevent a change in control of us.



The existence of some provisions of our articles
of incorporation and bylaws and Florida law could discourage, delay or prevent a change in control of us that a shareholder may
consider favorable. These include provisions:



| | • |  | providing that our directors may be removed by our shareholders only for cause;                                                                                                                                                                                                                                                 
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • |  | establishing supermajority vote requirements for our shareholders to approve certain business combinations;                                                                                                                                                                                                                     
| | • |  | establishing supermajority vote requirements for our shareholders to amend certain provisions of our articles of incorporation and our bylaws;                                                                                                                                                                                  
| | • |  | authorizing a large number of shares of stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us;
| | • |  | prohibiting shareholders from calling special meetings of shareholders or taking action by written consent; and                                                                                                                                                                                                                 
| | • |  | imposing advance notice requirements for nominations of candidates for election to our board of directors at the annual shareholder meetings.                                                                                                                                                                                   



These provisions apply even if a takeover offer
may be considered beneficial by some shareholders and could delay or prevent an acquisition that our board of directors determines
is not in our and our shareholders’ best interests.





Item 1B. UNRESOLVED STAFF COMMENTS.



16





None.



Item 2. PROPERTIES.



As of September 30, 2019, our terminals and
satellite locations were located in the following cities:



|State          |  | City           | Terminal or SatelliteLocation |  | Owned/Leased
|-------------- |  | -------------- | ----------------------------- |  | ------------
|               |  |                |                               |  |             
|Alabama        |  | Mobile         | Satellite                     |  | Leased      
|Alabama        |  | Montgomery     | Terminal                      |  | Leased      
|Florida        |  | Cape Canaveral | Satellite                     |  | Leased      
|Florida        |  | Ft. Lauderdale | Terminal                      |  | Leased      
|Florida        |  | Freeport       | Satellite                     |  | Leased      
|Florida        |  | Jacksonville   | Terminal                      |  | Owned       
|Florida        |  | Newberry       | Satellite                     |  | Leased      
|Florida        |  | Orlando        | Terminal                      |  | Leased      
|Florida        |  | Panama City    | Terminal                      |  | Owned       
|Florida        |  | Pensacola      | Terminal                      |  | Owned       
|Florida        |  | Tampa          | Terminal                      |  | Owned       
|Florida        |  | White Springs  | Terminal                      |  | Owned       
|Georgia        |  | Albany         | Terminal                      |  | Owned       
|Georgia        |  | Athens         | Satellite                     |  | Leased      
|Georgia        |  | Augusta        | Terminal                      |  | Owned       
|Georgia        |  | Bainbridge     | Terminal                      |  | Owned       
|Georgia        |  | Columbus       | Terminal                      |  | Owned       
|Georgia        |  | Doraville      | Terminal                      |  | Owned       
|Georgia        |  | Macon          | Terminal                      |  | Owned       
|Georgia        |  | Rome           | Satellite                     |  | Leased      
|Georgia        |  | Savannah       | Terminal                      |  | Leased      
|North Carolina |  | Wilmington     | Terminal                      |  | Leased      
|Tennessee      |  | Chattanooga    | Terminal                      |  | Owned       
|Tennessee      |  | Nashville      | Terminal                      |  | Leased      
|Tennessee      |  | Knoxville      | Terminal                      |  | Owned       



Item 3. LEGAL PROCEEDINGS.



Note 11 to the Consolidated and Combined Financial
Statements included in the accompanying 2019 Annual Report to Shareholders is incorporated herein by reference.



Item 4. MINE SAFETY DISCLOSURES.



None.

17





PART II



Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.



There were approximately 358 holders of record
of Patriot Transportation Holding, Inc. common stock, $.10 par value, as of September 30, 2019. The Company's common stock is traded
on the Nasdaq Stock Market (Symbol PATI).



Price Range of Common Stock. Information
concerning stock prices is included under the caption "Quarterly Results" on page 5 of the Company's 2019 Annual Report
to Shareholders, and such information is incorporated herein by reference.



Dividends.On December 4, 2019 the Company’s
Board of Directors declared a special cash dividend of $3.00 per share on the Company’s outstanding common stock. This one-time,
special dividend is payable on January 30, 2020, to shareholders of record at the close of business on January 15, 2020. The Board
of Directors also declared a quarterly dividend of $0.15 per share, payable on January 30, 2020, to shareholders of record on January
15, 2020. Information concerning restrictions on the payment of cash dividends is included in Note 3 to the consolidated financial
statements included in the accompanying 2019 Annual Report to Shareholders and such information is incorporated herein by reference.



Securities Authorized for Issuance Under
Equity Compensation Plans.Information regarding securities authorized for issuance under equity compensation plans is included
in Item 12 of Part III of this Annual Report on Form 10-K and such information is incorporated herein by reference.



Purchases of Equity Securities by the Issuer
and Affiliated Purchasers. Share repurchase activity during the three months ended September 30, 2019 was as follows:

|       |              |           |  |            |   |            |  |                 
|------ | ------------ | --------- |  | ---------- | - | ---------- |  | ----------------
|       |              |           |  |            |   | Total      |  |                 
|       |              |           |  |            |   | Number of  |  |                 
|       |              |           |  |            |   | Shares     |  |                 
|       |              |           |  |            |   | Purchased  |  | Approximate     
|       |              |           |  |            |   | As Part of |  | Dollar Value of 
|       |              | Total     |  |            |   | 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) 
|       | July 1       |           |  |            |   |            |  |                 
|       | Through      |           |  |            |   |            |  |                 
|       | July 31      |           |  |            | — |            |  | $               
|       |              |           |  |            |   |            |  |                 
|       | August 1     |           |  |            |   |            |  |                 
|       | Through      |           |  |            |   |            |  |                 
|       | August 31    |           |  |            | — |            |  | $               
|       |              |           |  |            |   |            |  |                 
|       | September 1  |           |  |            |   |            |  |                 
|       | Through      |           |  |            |   |            |  |                 
|       | September 30 |           |  |            | — |            |  | $               
|       |              |           |  |            |   |            |  |                 
|       | Total        |           |  |            | — |            |  | $               

18









(1) On February 4, 2015, the Board of Directors
authorized management to expend up to $5,000,000 to repurchase shares of the Company’s common stock from time to time as
opportunities arise. To date, the Company has not repurchased any common stock of the Company.



Item 6. SELECTED FINANCIAL DATA.



Information required in response to this Item
6 is included under the caption "Five Year Summary" on page 5 of the Company's 2019 Annual Report to Shareholders and
such information is incorporated herein by reference.



Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION.



Information required in response to Item 7
is included under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operation"
on pages 6 through 12 of the Company’s 2019 Annual Report to Shareholders and such information is incorporated herein by
reference.



Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.



Interest Rate Risk. We are exposed to
the impact of interest rate changes through our variable-rate borrowings under the Credit Agreement. Under the Wells Fargo revolving
credit line, the applicable margin for borrowings at September 30, 2019 was 1.0% over LIBOR. The applicable margin for such borrowings
will be increased in the event that our debt to capitalization ratio as calculated under the Credit Agreement Facilities exceeds
a target level.



The Company did not have any variable or fixed
rate debt outstanding at September 30, 2019, so a sensitivity analysis was not performed to determine the impact of hypothetical
changes in interest rates on the Company’s results of operations and cash flows.



Commodity Price Risk. The price and
availability of diesel fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather,
global politics and other market factors. Historically, we have been able to recover a significant portion of fuel price increases
from our customers in the form of fuel surcharges. The typical fuel surcharge table provides some margin contribution at higher
diesel fuel prices but also results in some margin erosion at lower diesel fuel prices. The price and availability of diesel fuel
can be unpredictable as well as the extent to which fuel surcharges can be collected to offset such increases. In fiscal 2019 and
2018, a significant portion of fuel costs was recovered through fuel surcharges.



Item 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA.



Information required in response to this Item
8 is included under the caption "Quarterly Results" on page 5 and on pages 13 through 24 of the Company's 2019 Annual
Report to Shareholders. Such information is incorporated herein by reference.



Item 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

19







None.



Item 9A. CONTROLS AND PROCEDURES.



Evaluation of Disclosure Controls And Procedures.
Under the supervision and with the participation of our management, including our principal executive officer, principal financial
officer and chief accounting officer, we conducted an evaluation of our disclosure controls and procedures, as such terms is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based
on this evaluation, our principal executive officer, our principal financial officer and our chief accounting officer concluded
that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.



Management’s Annual Report On Internal
Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control
over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework
in the Internal Control-Integrated Framework (2013), our management concluded that our internal control over financial reporting
was effective as of September 30, 2019.



This Annual Report does not include an attestation
report of our Independent Registered Certified Public Accounting Firm, Hancock Askew & Co., LLP, regarding internal control
over financial reporting. Management’s report was not subject to attestation by our Independent Registered Certified Public
Accounting Firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s
report in this Annual Report.



Change In Internal Control Over Financial
Reporting. During the fourth quarter of 2019, there were no changes in our internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Inherent Limitations Over Internal Controls.Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes those policies and procedures that:



| | i. | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | ii. | provide reasonable assurance that transactions are recorded as necessary to permit preparation
of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorizations of our management and directors; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20







| | iii. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the consolidated financial statements.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Internal control over financial reporting cannot
provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility
of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system
may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.





ITEM 9B. OTHER INFORMATION.



None.





PART III





Item 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE.



Information regarding the Company’s executive
officers and directors (including the disclosure regarding audit committee financial experts), required in response to this Item
10, is included under the captions "Board of Directors and Corporate Governance- Our Board of Directors," "Board
of Directors and Corporate Governance- Board Leadership," "Board of Directors and Corporate Governance- Board Committees,"
"Board of Directors and Corporate Governance- Business Conduct Policies,” “Securities Ownership- Section 16(a)
Beneficial Ownership Reporting Compliance,” and "Compensation Discussion and Analysis" in the Company's Proxy Statement
and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission
not later than December 31, 2019.



The Company has adopted a Financial Code of
Ethical Conduct applicable to its principal executive officers, principal financial officers and principal accounting officers.
A copy of this Financial Code of Ethical Conduct is filed as Exhibit 14 to this Form 10-K. The Financial Code of Ethical Conduct
is available on our web site at www.patriottrans.com under the heading Corporate Governance.



Item 11. EXECUTIVE COMPENSATION.



Information required in response to this Item
11 is included under the captions "Board of Directors and Corporate Governance- Board Committees- Compensation Committee,"
"Non-Employee Director Compensation," "Compensation Discussion and Analysis" and "Executive Compensation"
in the Company's Proxy Statement and such information is incorporated herein by reference. The Proxy Statement will be filed with
the Securities and Exchange Commission not later than December 31, 2019.



Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

21







Information
required in response to this Item 12 is included under the captions "Securities Ownership" in the Company's Proxy Statement
and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission
not later than December 31, 2019.





Equity Compensation Plan Information

|                    |  |             |  |  |   |             |  | Number of   
|------------------- |  | ----------- |  |  | - | ----------- |  | ------------
|                    |  |             |  |  |   |             |  | Securities  
|                    |  |             |  |  |   |             |  | Remaining   
|                    |  |             |  |  |   |             |  | Available   
|                    |  | Number of   |  |  |   |             |  | for future  
|                    |  | Securities  |  |  |   | Weighted    |  | Issuance    
|                    |  | to be       |  |  |   | Average     |  | under equity
|                    |  | issued upon |  |  |   | exercise    |  | Compensation
|                    |  | exercise of |  |  |   | price of    |  | Plans       
|                    |  | outstanding |  |  |   | outstanding |  | (excluding  
|                    |  | options,    |  |  |   | options,    |  | Securities  
|                    |  | Warrants    |  |  |   | warrants    |  | reflected in
|                    |  | and rights  |  |  |   | and rights  |  | column (a)) 
|Plan Category       |  | (a)         |  |  |   | (b)         |  | (c)         
|                    |  |             |  |  |   |             |  |             
|Equity compensation |  |             |  |  |   |             |  |             
|plans approved by   |  |             |  |  |   |             |  |             
|security holders    |  | 189,015     |  |  | $ | 21.49       |  | 252,180     
|                    |  |             |  |  |   |             |  |             
|Equity compensation |  |             |  |  |   |             |  |             
|plans not approved  |  |             |  |  |   |             |  |             
|by security holders |  | 0           |  |  |   | 0           |  | 0           
|                    |  |             |  |  |   |             |  |             
|Total               |  | 189,015     |  |  | $ | 21.49       |  | 252,180     





Item 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.



Information required in response to this Item
13 is included under the caption “Related Party Transactions" and “Board of Directors and Corporate Governance-
Director Independence " in the Company's Proxy Statement and such information is incorporated herein by reference. The Proxy
Statement will be filed with the Securities and Exchange Commission not later than December 31, 2019.





Item 14. PRINCIPAL ACCOUNTING
FEES AND SERVICES.



Information required in response to this Item
14 is included under the captions “Independent Registered Public Accounting Firm” in the Company’s Proxy Statement
and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission
not later than December 31, 2019.



22











PART IV





Item 15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULE.



(a) (1) and (2) Financial Statements
and Financial Statement Schedule.



The response to this item is
submitted as a separate section. See Index to Financial Statements and Financial Statement Schedule on page 28 of this Form 10-K.



(3) Exhibits.



The response to this item is
submitted as a separate section. See Exhibit Index on pages 27 of this Form 10-K.











SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) 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.



|                         |  |    | Patriot Transportation Holding, Inc.       
|------------------------ |  | -- | -------------------------------------------
|                         |  |    |                                            
|                         |  |    |                                            
|Date:  December 11, 2019 |  | By | ROBERT E. SANDLIN                          
|                         |  |    | Robert E. Sandlin                          
|                         |  |    | President and Chief Executive Officer      
|                         |  |    | (Principal Executive Officer)              
|                         |  |    |                                            
|                         |  |    |                                            
|                         |  | By | MATTHEW C. MCNULTY                         
|                         |  |    | Matthew C. McNulty                         
|                         |  |    | Vice President, Chief Financial Officer and
|                         |  |    | Secretary                                  
|                         |  |    | (Principal Financial Officer)              
|                         |  |    |                                            
|                         |  |    |                                            
|                         |  | By | JOHN D. KLOPFENSTEIN                       
|                         |  |    | John D. Klopfenstein                       
|                         |  |    | Controller, Chief Accounting Officer and   
|                         |  |    | Treasurer                                  
|                         |  |    | (Principal Accounting Officer)             









23







Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities indicated on December 11, 2019.

|ROBERT E. SANDLIN                            |          | THOMPSON S. BAKER II  | 
|-------------------------------------------- | -------- | --------------------- | 
|Robert E. Sandlin                            |          | Thompson S. Baker II  | 
|President and Executive Officer              |          | Chairman of the Board | 
|(Principal Executive Officer)                |          | Director              | 
|                                             |          |                       | 
|                                             |          |                       | 
|MATTHEW C. MCNULTY                           |          | JOHN E. ANDERSON      | 
|Matthew C. McNulty                           |          | John E. Anderson      | 
|Vice President, Chief Financial Officer      | Director |                      
|and Secretary (Principal Financial Officer)  |          |                       | 
|                                             |          |                      
|                                             |          |                       | 
|JOHN D. KLOPFENSTEIN                         |          | LUKE E. FICHTHORN     | 
|John D. Klopfenstein                         |          | Luke E. Fichthorn III | 
|Controller, Chief Accounting Officer         | Director |                      
|and Treasurer (Principal Accounting Officer) |          |                      
|                                             |          |                       | 
|                                             |          |                       | 
|EDWARD L. BAKER                              |          | CHARLES D. HYMAN      | 
|Edward L. Baker                              |          | Charles D. Hyman      | 
|Director, Chairman Emeritus                  |          | Director              | 
|                                             |          |                       | 
|                                             |          |                       | 
|                                             |          |                       | 
|                                             |          |                       | 
|                                             |          |                       | 







24





PATRIOT TRANSPORTATION HOLDING, INC.

FORM 10-K FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 2019

EXHIBIT INDEX

[Item 14(a)(3)]



|(2.1)  | Separation and Distribution Agreement, dated as of January 30, 2015, by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc.(incorporated by reference to Form 8-K filed February 2, 2015).                                 
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                
|(3.1)  | Patriot Transportation Holding, Inc. Amended and Restated Articles of Incorporation (incorporated by reference to Form 10-Q filed May 15, 2015).                                                                                               
|       |                                                                                                                                                                                                                                                
|(3.2)  | Patriot Transportation Holding, Inc. Amended and Restated Bylaws (incorporated by reference to Form 10-Q filed May 15, 2015).                                                                                                                  
|       |                                                                                                                                                                                                                                                
|(10.1) | First Amendment to the 2015 Credit Agreement, dated December 28, 2018 and effective December 14, 2018, between Patriot Transportation Holding, Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Form 10-Q filed February 1, 2018).
|       |                                                                                                                                                                                                                                                





|(10.2)  | Tax Matters Agreement, dated January 30, 2015, by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc. (incorporated by reference to Form 8-K filed February 2, 2015).           
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                     
|(10.3)  | Transition Services Agreement, dated January 30, 2015, by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc. (incorporated by reference to Form 8-K filed February 2, 2015).   
|        |                                                                                                                                                                                                     
|(10.4)  | Employee Matters Agreement, dated as of January 30, 2015, by and between FRP Holdings, Inc. and Patriot Transportation Holding, Inc. (incorporated by reference to Form 8-K filed February 2, 2015).
|        |                                                                                                                                                                                                     
|(10.5)  | 2014 Equity Incentive Plan for Patriot Transportation Holding, Inc. (incorporated by reference to Form 10-Q filed May 15, 2015).                                                                    
|        |                                                                                                                                                                                                     
|(10.6)  | Management Incentive Compensation Plan (incorporated by reference to Form 10-Q filed May 15, 2015).                                                                                                 
|        |                                                                                                                                                                                                     
|(14)    | Financial Code of Ethical Conduct between the Company, Chief Executive Officers, and Financial Managers (incorporated by reference to Form 8-K filed February 2, 2015).                             
|        |                                                                                                                                                                                                     
|(21)    | Subsidiaries of Registrant at September 30, 2018:  Florida Rock & Tank Lines, Inc. (a Florida corporation); Patriot Transportation of Florida, Inc. (a Florida corporation).                        
|        |                                                                                                                                                                                                     
|(23)(a) | Consent of Hancock Askew & Co., Inc., Independent Registered Certified Public Accounting Firm, appears on page 27 of this Form 10-K.                                                                
|        |                                                                                                                                                                                                     
|(31)(a) | Certification of Robert E. Sandlin.                                                                                                                                                                 
|(31)(b) | Certification of Matthew C. McNulty.                                                                                                                                                                
|(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 Linkbase                                                                                                                                                       









25









PATRIOT TRANSPORTATION HOLDING,
INC.

INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE

(Item 15(a) (1) and 2))



|                                                                                                                                                                                                            |  |  | Page 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | -----
|Consolidated Financial Statements:                                                                                                                                                                          |  |  |      
|Consolidated balance sheets at September 30, 2019 and 2018                                                                                                                                                  |  |  | 13   
|                                                                                                                                                                                                            |  |  |      
|For the years ended September 30, 2019, 2018 and 2017:                                                                                                                                                      |  |  |      
|Consolidated statements of income                                                                                                                                                                           |  |  | 12   
|Consolidated statements of comprehensive income                                                                                                                                                             |  |  | 12   
|Consolidated statements of cash flows                                                                                                                                                                       |  |  | 14   
|Consolidated statements of shareholders' equity                                                                                                                                                             |  |  | 15   
|                                                                                                                                                                                                            |  |  |      
|Notes to consolidated financial statements                                                                                                                                                                  |  |  | 16-23
|                                                                                                                                                                                                            |  |  |      
|Report of Independent Registered Certified Public Accounting Firm                                                                                                                                           |  |  | 25   
|                                                                                                                                                                                                            |  |  |      
|Selected quarterly financial data (unaudited)                                                                                                                                                               |  |  | 5    
|                                                                                                                                                                                                            |  |  |      
|Consent of Independent Registered Certified Public Accounting Firm                                                                                                                                          |  |  | 27   
|                                                                                                                                                                                                            |  |  |      
|Report of Independent Registered Certified Public                                                                                                                                                           |  |  |      
|Accounting Firm on Financial Statement Schedule                                                                                                                                                             |  |  | 27   
|                                                                                                                                                                                                            |  |  |      
|Consolidated Financial Statement Schedule:                                                                                                                                                                  |  |  |      
|                                                                                                                                                                                                            |  |  |      
|II - Valuation and qualifying accounts                                                                                                                                                                      |  |  | 28   
|                                                                                                                                                                                                            |  |  |      
|                                                                                                                                                                                                            |  |  |      
|                                                                                                                                                                                                            |  |  |      
|                                                                                                                                                                                                            |  |  |      
|(a)         Refers to the page number in the Company's 2019 Annual Report to Shareholders.  Such information is incorporated by reference in Item 8 of this Form 10-K.                                     
|                                                                                                                                                                                                            |  |  |      
|(b)         Refers to the page number in this Form 10-K                                                                                                                                                     | 
|                                                                                                                                                                                                            |  |  |      
|All other schedules have been omitted, as they are not required under the related instructions, are inapplicable, or because the information required is included in the consolidated financial statements.



26













Exhibit
23





CONSENT OF INDEPENDENT REGISTERED
CERTIFIED PUBLIC ACCOUNTING FIRM



Patriot Transportation Holding,
Inc.

Jacksonville, Florida





We hereby consent to the incorporation
by reference in the Registration Statements on Form S-8 (Nos. 333-201791, 333-201792 and 333-231421) of Patriot Transportation
Holding, Inc. of our report dated December 11, 2019 relating to the consolidated financial statements which appear in the Annual
Report to Shareholders incorporated by reference herein. We also consent to the incorporation by reference of our report dated
December 11, 2019, relating to the financial statement schedule, which appears in this Form 10-K.



Respectfully submitted,



Hancock Askew & Co., LLP



Savannah, Georgia

December 11, 2019







REPORT OF INDEPENDENT REGISTERED
CERTIFIED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE





The Shareholders and Board of Directors

Patriot Transportation Holding,
Inc.:





Our audit of the consolidated financial
statements referred to in our report dated December 11, 2019 appearing in the 2019 Annual Report to Shareholders of Patriot Transportation
Holding, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. This financial statement
schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial
statement schedule based on our audit. In our opinion, the financial statement schedule presents fairly, in all material respects,
the information set forth therein when read in conjunction with the related consolidated financial statements.



Hancock Askew & Co., LLP



Savannah, Georgia

December 11, 2019



27







PATRIOT TRANSPORTATION HOLDING,
INC.

SCHEDULE II (CONSOLIDATED) -
VALUATION

AND QUALIFYING ACCOUNTS

YEARS ENDED SEPTEMBER 30, 2019,
2018 AND 2017



|                    |  |   |           |       |   | ADDITIONS  |  |            | ADDITIONS |  |   |            |         |   |           |    
|------------------- |  | - | --------- | ----- | - | ---------- |  | ---------- | --------- |  | - | ---------- | ------- | - | --------- | ---
|                    |  |   | BALANCE   |       |   | CHARGED TO |  | CHARGED TO |           |  |   |            | BALANCE |  
|                    |  |   | AT BEGIN. |       |   | COST AND   |  |            | OTHER     |  |   |            |         |   | AT END    |    
|                    |  |   | OF YEAR   |       |   | EXPENSES   |  |            | ACCOUNTS  |  |   | DEDUCTIONS |         |   | OF YEAR   |    
|                    |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Year Ended          |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|September 30, 2019: |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|                    |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Allowance for       |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|doubtful accounts   |  | $ | 153,441   |       | $ | 2,347      |  | $          | —         |  | $ | 22,375     | (a)     | $ | 133,413   |    
|Accrued risk        |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Insurance:          |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Tanklines           |  | $ | 207,501   | (b)   | $ | 2,199,110  |  | $          | —         |  | $ | 1,951,207  |         | $ | 455,404   |    
|Accrued health      |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Insurance           |  |   | 659,416   |       |   | 3,343,138  |  |            | —         |  |   | 3,382,950  |         |   | 619,604   |    
|Totals -            |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Insurance           |  | $ | 866,917   |       | $ | 5,542,248  |  | $          | —         |  | $ | 5,334,157  | (c)     | $ | 1,075,008 |    
|                    |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Year Ended          |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|September 30, 2018: |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|                    |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Allowance for       |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|doubtful accounts   |  | $ | 150,066   |       | $ | 26,930     |  | $          | —         |  | $ | 23,555     | (a)     | $ | 153,441   |    
|Accrued risk        |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Insurance:          |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Tanklines           |  | $ | (500,769  | ) (b) | $ | 3,400,385  |  | $          | —         |  | $ | 2,692,115  |         | $ | 207,501   |    
|Accrued health      |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Insurance           |  |   | 750,455   |       |   | 4,301,603  |  |            | —         |  |   | 4,392,642  |         |   | 659,416   |    
|Totals -            |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Insurance           |  | $ | 249,686   |       | $ | 7,701,988  |  | $          | —         |  | $ | 7,084,757  | (c)     | $ | 866,917   |    
|                    |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Year Ended          |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|September 30, 2017: |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|                    |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Allowance for       |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|doubtful accounts   |  | $ | 152,516   |       | $ | 19,291     |  | $          | —         |  | $ | 21,741     | (a)     | $ | 150,066   |    
|Accrued risk        |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Insurance:          |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Tanklines           |  | $ | 6,909     |       | $ | 2,400,754  |  | $          | —         |  | $ | 2,908,432  |         | $ | (500,769) | (b)
|Accrued health      |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Insurance           |  |   | 881,214   |       |   | 3,681,769  |  |            | —         |  |   | 3,812,528  |         |   | 750,455   |    
|Totals -            |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|Insurance           |  | $ | 888,123   |       | $ | 6,082,523  |  | $          | —         |  | $ | 6,720,960  | (c)     | $ | 249,686   |    
|                    |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    
|                    |  |   |           |       |   |            |  |            |           |  |   |            |         |   |           |    

(a) Accounts written off less recoveries

(b) Prepaid Insurance Claims

(c) Payments

28