PATRIOT TRANSPORTATION HOLDING, INC. ANNOUNCES IMPROVED PROFITABILITY FOR THE FOURTH QUARTER AND FISCAL YEAR ENDED SEPTEMBER 30, 2002.

Jacksonville, Florida; November 21, 2002 -- Patriot Transportation Holding, Inc. (NASDAQ-PATR) ) reported net income of $1,308,000 or $.41 per diluted share for the fourth quarter of fiscal year 2002, compared to a net loss of $1,333,000 or $.42 per diluted share for the same quarter last year. Net income for the full fiscal year 2002 was $5,655,000 or $1.79 diluted share, compared to $2,703,000 or $.86 per diluted share for fiscal 2001. The Company closed an unprofitable transportation subsidiary in the fourth quarter of fiscal 2001.

Fourth Quarter Operating Results. Consolidated revenues for the fourth quarter of fiscal 2002 were $25,573,000, a decrease of $1,941,000 or 7.1% over the same period last year. The transportation segment’s revenues for the fourth quarter of fiscal 2002 were $21,681,000 a decrease of $2,281,000 or 9.5% due mostly to the closing of the Company’s third-party agent/owner-operator subsidiary in September, 2001. This subsidiary had revenues of $4,321,000 in the fourth quarter of fiscal 2001. The revenues of the transportation segment’s continuing operations increased $2,040,000 or 10.4% in the fourth quarter of 2002 as compared to the same quarter of 2001. Approximately 80% of this increase was due to additional miles hauled with the balance due to modest price increases. The increase in miles hauled was primarily a result of new business generated from the May 30, 2002 acquisition of the operating assets of Infinger Transportation, Inc., a southeastern U.S. tank truck company, partially offset by lower demand for petroleum products caused by decreased tourism and air travel since the September 11 tragedy.

Real estate revenues were $3,892,000, an increase of $340,000 or 9.6% from the fourth quarter of 2001. The Company had $335,000 in property sales in the fourth quarter of 2002 and none in the fourth quarter of 2001. Royalty revenues from mining properties decreased $113,000 from the fourth quarter of 2001 but were mostly offset by additional rental income in the fourth quarter of 2002 from newly developed commercial properties and rent increases. The lower mining royalties resulted from completion of mining at two locations in fiscal 2002.

Consolidated gross profit for the fourth quarter of 2002 was $5,051,000, an increase of $1,058,000 or 26.5% as compared to $3,994,000 in the same period last year. Gross profit in the transportation segment increased 48% to $2,579,000 compared to $1,743,000 in fiscal 2001. This increase resulted from an increase in miles hauled, improved margins resulting from modest price increases, and the closing of the third-party subsidiary. The closed subsidiary had a negative gross profit of $582,000 in the fourth quarter of last year. Gross profit in the real estate segment increased 9.8% to $2,472,000 for the fourth quarter of 2002. This was due to increased gross profit of $213,000 from property sales and increased gross profits of $294,000 from newly developed commercial properties and rent increases, partially offset by reduced gross profit in the mining operations as a result of the completion of mining at two locations in fiscal 2002.

Operating profit was $2,786,000 for the fourth quarter of fiscal 2002 versus an operating loss of $1,475,000 for the fourth quarter of last year. During the fourth quarter of last year, the Company had operating losses of $4,791,000 related to its closed subsidiary. This included asset write-offs and other non-recurring charges of $3,435,000.

Net income was $1,308,000 or $.41 per diluted share for the fourth quarter of fiscal 2002 compared to a net loss of $1,333,000 or $.42 per diluted share for the same quarter last year.

Fiscal Year Operating Results. Consolidated revenues for fiscal year 2002 were $96,949,000, a decrease of $24,309,000 or 20% from the previous year. Transportation segment revenues for fiscal year 2002 were $81,921,000, a decrease of $21,268,000 or 20.6% from last year. Virtually all of this decrease resulted from the closing of the Company’s third-party agent/owner-operator subsidiary in September, 2001. The revenues of the transportation segment’s continuing operations increased $1,354,000 due to modest price increases for fiscal 2002 partially offset by a 0.5% decline in miles hauled as compared to last year.

Real estate revenues excluding property sales were $14,474,000 for fiscal year 2002, an increase of $383,000 or 2.7% from fiscal 2001. This increase was a result of additional rental income from newly developed commercial properties and rent increases, which were partially offset by lower royalties of $694,000 due to the completion of mining at two locations. Revenues from property sales for fiscal year 2002 were $554,000 as compared to $3,978,000 in fiscal 2001.

Consolidated gross profit was $20,542,000 for fiscal year 2002, a decrease of $1,249,000 or 5.7% as compared to last year. Gross profit in the transportation segment increased $1,457,000 or 14.3% for fiscal 2002 as a result of improved margins due to price increases, improved equipment utilization and reduced operating expenses, partially offset by a slight decrease in miles hauled. Gross profit in the real estate segment decreased $2,707,000 in fiscal 2002 primarily due to the decline in gross profit of $2,563,000 from property sales. Real estate gross profit excluding property sales decreased slightly due to lower mining royalties, mostly offset by additional rental income from newly developed commercial properties and rent increases.

Selling, general and administrative expenses and non-recurring charges decreased $5,785,000 or 41.6% from fiscal 2001. This improvement was primarily due to the non-recurring charges and operating losses of the closed subsidiary of $5,811,000 in fiscal 2001. Fiscal 2002 included a benefit of $295,000 primarily from the recovery of the closed subsidiary’s assets and accounts receivable in excess of amounts anticipated.

Net income was $5,655,000 or $1.79 per diluted share for fiscal year 2002 compared to $2,703,000 or $.86 per diluted share for 2001.

Summary and Outlook. Continued real estate progress should occur assuming a low interest rate outlook and a sustainable national economic recovery. However, current manufacturing sector weakness coupled with deteriorating consumer and business confidence could undermine a sufficiently strong rebound. The Company’s real estate outlook must also be tempered by lower mining royalties.

Transportation business results, in addition to being similarly impacted by uncertainties surrounding the national economy, will also be affected by industry consolidation among both shippers and carriers. Shipper consolidation may bring more intense competitive bidding for hauling contracts.

Appointment of Independent Auditors. The Company’s Board of Directors has appointed PricewaterhouseCoopers LLP as the Company’s independent auditors for a three-year term beginning in 2002. PricewaterhouseCoopers will replace Deloitte & Touche LLP as the independent auditors for the Company. The appointment of PricewaterhouseCoopers was made by the Board of Directors on the recommendation of its Audit Committee and concludes an evaluation process that occurs annually.

The decision to change auditors was not the result of any disagreement between the Company and Deloitte & Touche on any matter of accounting principles, practices or financial disclosure. During its long tenure as the Company’s independent auditor, Deloitte & Touche provided quality service and demonstrated a high level of professionalism.

Patriot Transportation Holding, Inc. is engaged in the transportation and real estate businesses. The Company’s transportation business is conducted through two wholly owned subsidiaries. Florida Rock & Tank Lines, Inc. is a Southeastern transportation company concentrating in the hauling by motor carrier of liquid and dry bulk commodities. SunBelt Transport, Inc. serves the flatbed portion of the trucking industry in the Southeast, Midwest and Mid-Atlantic States, hauling primarily construction materials. The Company’s real estate group, through subsidiaries, acquires, constructs, leases, operates and manages land and buildings to generate both current cash flows and long-term capital appreciation. The real estate group also owns real estate which is leased under mining royalty agreements or held for investment.

Patriot Transportation Holding, Inc.
Business Segments
(Amounts in thousands)
(Unaudited)

The Company has identified two business segments, Transportation and Real Estate. All of the Company’s operations are located in the Southeastern and Mid-Atlantic states and each is managed separately along product lines. Operating results for the Company’s business segments are as follows:

Investors are cautioned that statements in this press release which relate to the future are, by their nature, subject to risks and uncertainties that could cause actual results and events to differ materially from those indicated in such forward-looking statements. These include general business conditions, competitive factors, political, economic, regulatory, climatic, pricing, energy costs and technological contingencies. Additional information regarding these and other risk factors and uncertainties may be found in the Company's filings with the Securities and Exchange Commission.