0000844059-11-000006.txt : 20110629 0000844059-11-000006.hdr.sgml : 20110629 20110629153637 ACCESSION NUMBER: 0000844059-11-000006 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101231 FILED AS OF DATE: 20110629 DATE AS OF CHANGE: 20110629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATRIOT TRANSPORTATION HOLDING INC CENTRAL INDEX KEY: 0000844059 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] IRS NUMBER: 592924957 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17554 FILM NUMBER: 11938836 BUSINESS ADDRESS: STREET 1: 501 RIVERSIDE AVE STREET 2: SUITE 500 CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043965733 MAIL ADDRESS: STREET 1: 501 RIVERSIDE AVE STREET 2: SUITE 500 CITY: JACKSONVILLE STATE: FL ZIP: 32202 FORMER COMPANY: FORMER CONFORMED NAME: FRP PROPERTIES INC DATE OF NAME CHANGE: 19920703 11-K 1 patr11k.txt PATR 11K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 11-K ----------------------- (Mark One) [X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2010 OR [ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to ________________ Commission File Number 33-26115 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: PATRIOT TRANSPORTATION HOLDING, INC. PROFIT SHARING AND DEFERRED EARNINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Patriot Transportation Holding, Inc. 501 Riverside Avenue, Suite 500 Jacksonville, Florida 32202 ---------------------------------------------------------------------- TABLE OF CONTENTS Page(s) Report of Independent Registered Public Accounting Firm 3 Financial Statements Statements of Net Assets Available for Benefits 4 Statement of Changes in Net Assets Available for Benefits 5 Notes to Financial Statements 6-13 Supplemental Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 14 Note: Other schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable, or are not required for participant directed investment transactions. Report of Independent Registered Public Accounting Firm To the Participants and Administrator of Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan We have audited the accompanying statements of net assets available for benefits of the Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan (the Plan) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis of designing audit procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2010 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. Savannah, Georgia June 28, 2011 Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan Statements of Net Assets Available for Benefits December 31, 2010 and 2009 2010 2009 ASSETS Investments, at fair value $ 22,213,581 $ 21,022,925 Receivables Employer 11,005 11,336 Employee 25,215 26,260 Notes receivable from participants 1,229,535 1,170,626 Total receivables 1,265,755 1,208,222 Total assets, at fair value 23,479,336 22,231,147 LIABILITIES Distributions payable - 90,000 Total liabilities - 90,000 Net assets available for benefits, at fair value 23,479,336 22,141,147 Adjustment from fair value to contract value for fully benefit-responsive investment contracts - (30,729) Net assets available for benefits $ 23,479,336 $ 22,110,418 The accompanying notes are an integral part of these financial statements. Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan Statement of Changes in Net Assets Available for Benefits December 31, 2010 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income Dividend and interest income $ 237,766 Net appreciation in fair value of investments 1,408,653 Total investment income 1,646,419 Interest on notes receivable from participants 59,626 Contributions Employer 613,385 Employee 1,435,162 Rollovers 967,463 Total contributions 3,016,010 Total additions 4,722,055 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants (3,342,059) Administrative expenses (11,078) Total deductions (3,353,137) Net increase 1,368,918 Net assets available for benefits Beginning of year 22,110,418 End of year $ 23,479,336 The accompanying notes are an integral part of these financial statements. 1. Description of the Plan The following description of the Patriot Transportation Holding, Inc. (the "Company") Profit Sharing and Deferred Earnings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan available to all eligible employees of the Company, as defined in the Plan agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions Each year, participants may contribute up to 100% of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit plans, defined contribution or other qualified plans. The Company matches 5 0% of the first 6% of the participant's deferred earnings contributions. In addition, the Company may make a discretionary contribution to the Plan each year in an amount determined by the Board of Directors of the Company subject to certain limitations relating to the aggregate compensation of participants. No discretionary contributions were made by the Company for the 2010 or 2009 Plan years. Participant Accounts Each participant's account is credited with the participant's contributions, the employer's matching contribution, an allocation of the employer's discretionary contributions (if any) and Plan earnings. The benefit to which a participant is entitled is the benefit that is available in the participant's vested account. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers a money market fund, mutual funds, and Company stock as investment options for participants. All participants who have not made an election are deemed to have elected to have contributions made to their accounts invested in the SunTrust Retirement Stable Asset Fund. Vesting Participants are fully vested in their voluntary contributions plus actual earnings thereon. If participants are employed on or after their retirement age, the Company's matching and discretionary contributions are fully vested. In the event of termination by retirement, death or disability of the participant, 100% of the employer contributions will be distributed to the participant or the participant's designated beneficiary. Vesting in the Company's matching and discretionary contributions plus actual earnings thereon is determined for each plan year based on years of service according to the following schedule. A year of service is defined by the Plan as any Plan year in which the participant worked more than 1,000 hours. Matching Contributions Vested Years of Service Percentage Less than 1 0% 1 20% 2 40% 3 60% 4 80% 5 100% Profit Sharing Contributions Vested Years of Service Percentage Less than 2 0% 2 20% 3 40% 4 60% 5 80% 6 100% Payment of Benefits On termination of employment, death or disability of a participant, or upon a participant election for an in-service distribution after age 59 1/2, benefits for distribution shall be determined based upon the participant's vested account balance on the date of distribution, which shall be made as soon as administratively feasible or later if so elected by the participant in amounts as provided in the Plan. Forfeited Accounts The non-vested portion of a terminated participant's account shall be forfeited and reallocated to the accounts of the remaining participants in the same manner as employer contributions were originally allocated to such participants. Any forfeiture from an employer discretionary account shall be allocated in the plan year in which the forfeiture occurs. Any forfeiture from an employer matching account shall be reallocated in the following plan year. Unallocated forfeitures totaled $6,304 and $227,026 at December 31, 2010 and 2009, respectively. $227,026 was reallocated to eligible participants in 2010. Notes Receivable from Participants Participants may borrow from their accounts a minimum of $1,000 and a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loans bear interest at the prevailing rate used by commercial lending institutions. Participants may have only two loans outstanding at any time. Loans are secured by the participant's remaining vested account balance. Loan terms are limited to five years except residential loans, which are payable up to 15 years. Loan repayment will be deducted from the participant's payroll over the term of the loan. Upon termination of employment with the Company, the outstanding balance of the loan, including accrued interest, is due immediately and if not repaid, is considered a distribution. When a participant defaults on a loan obtained from the Plan, the Plan administrator will report the amount of default to the IRS as a distribution from the Plan. Loans in the amount of $32,825 and $128,741 defaulted and were included in participant distributions for the Plan years ended December 31, 2010 and 2009, respectively. Reclassification In accordance with a change in accounting standards the Plan's participant loan balance reported as a Plan investment for the year ended December 31, 2009 has been reclassified as a Plan notes receivable from participants on the Plan's Statements of Net Assets Available for Benefits. 2. Summary of Significant Accounting Policies Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America. Investments Valuation and Income Recognition Plan investments are reported at fair value. The relevant accounting standard for defined contribution plans defines the circumstances in which an investment contract is considered fully benefit responsive and provides certain reporting and disclosure requirements for fully benefit responsive investment contracts. As required by the standard, investments in the accompanying Statements of Net Assets Available for Benefits include fully benefit responsive investment contracts recognized at fair value in the Plan's Statement of Net Assets Available for Benefits with a corresponding adjustment to reflect these investments at contract value. Investments in common stock are stated at fair value based upon quoted market prices at year-end. Units or shares of mutual funds (registered investment companies) are stated at fair value based upon the net asset value of shares held by the Plan at year-end. The fair value of the underlying assets of the common/collective trust fund is based upon the fair value of the underlying assets of the trust according to the Trustee's valuation. The contract value of participation units owned in the common/ collective trust fund are based on quoted redemption values, as determined by the Trustee, on the last business day of the Plan year. Loans to participants are recorded at the unpaid balance of the individual loans as of year-end, which approximate fair value. Net appreciation or depreciation in fair value of investments consists of the realized gains or losses and the unrealized appreciation or depreciation on these investments. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis when it is earned. Dividends are recorded on the basis of the ex-dividend date. In October 2010 the Plan removed the SunTrust Retirement Stable Asset Fund as an investment choice and all assets remaining in the Fund were directed by the participants' elections. The SunTrust Retirement Stable Asset Fund, which was a fixed income category fund, was replaced by the SunTrust Bank FDIC Insured Account. Participants had the option to move such assets to any investment of their choice or to take no action, in which case the investment was moved to the SunTrust Bank FDIC Insured Account. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Benefit Payments Benefits are recorded when paid. Recent Accounting Pronouncements In September 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2010-25, Reporting Loans to Participants by Defined Contribution Pension Plans, (ASU 2010-25). ASU 2010-25 requires participant loans to be measured at their unpaid principal balance plus any accrued but unpaid interest and classified as notes receivable from participants. Previously, loans were measured at fair value and classified as investments. ASU 2010-25 is effective for fiscal years ending after December 15, 2010, and is required to be applied retrospectively. Adoption of ASU 2010-25 did not change the value of participant loans from the amount previously reported as of December 31, 2009. Participant loans have been reclassified from investments to notes receivables from participants as of December 31, 2009. In January 2010, the FASB issued ASU No. 2010-6, Fair Value Measurements and Disclosures, which amends ASC 820, adding new disclosure requirements for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and settlements related to Level 3 measurements and clarification of existing fair value disclosures. ASU No. 2010-6 was adopted in 2010, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010. The adoption of the remaining requirements of ASU No. 2010-6 is not expected to have a significant impact on the financial statements. 3. Investments Investments which exceeded 5% or more of the Plan's net assets at December 31 are summarized as follows: 2010 2009 Federated Prime Obligations Fund SS 5,289,287 * Ridgeworth Select Large Cap Grth Stock 2,184,028 1,475,987 Suntrust Bank FDIC Insured Account 1,997,908 * Vanguard 500 Index Signal 1,780,095 1,589,017 Federated Mid Cap Index IS 1,321,674 * T. Rowe Price Retirement 2030 Fund - R 1,266,332 * Ridgeworth Prime Quality Money Market Fund $ * $ 6,788,847 SunTrust Retirement Stable Asset Fund * 1,468,262** Patriot Transportation Common Stock 1,214,110 * *Investment did not represent 5% or more of Plan's net assets at the respective year end. **SunTrust Stable Asset Fund is shown at fair value. The contract value was $1,437,533 at December 31, 2009. During 2010 the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: Common stock $ (69,281) Mutual funds 1,450,265 Common/collective trust 27,669 Net appreciation in fair value of investments $ 1,408,653 4. Investment Contracts The SunTrust Stable Value Fund (the Fund), which was part of the Plan investments until October 2010, invested in a variety of fixed income securities such as common collective trusts, short-term securities and bonds. The Fund is considered a traditional Guaranteed Investment Contract (GIC), as the participants held interests in shares of the fund and not in the underlying assets. The Fund enters into wrapper contracts with financial institutions or insurance companies, which enabled the participants to transact at a specified contract value by protecting the principal amount invested over a specified period of time. The Fund earns interest at interest crediting rates that are typically reset on a monthly or quarterly basis. These interest crediting rates use a formula that is based on the characteristics of the underlying fixed income portfolio. The minimum interest crediting rate for all investment contracts is zero percent. Factors that can influence the future average crediting rates are (i) the level of market interest rates; (ii) the amount and timing of participant contributions, transfers and withdrawals into/out of the investment contract; (iii) the investment returns generated by the fixed income investments that underlie the investment contracts; or (iv) the duration of the investments underlying the investment contracts. The crediting rate formula amortizes the realized and unrealized market value gains and losses over the duration of the underlying investments. The crediting yield for this account for the period of investment during the year ended December 31, 2010 was 2.83% and the average yield for this account for the period of investment during the year ended December 31, 2010 was 1.66%. In certain events, the amounts withdrawn from investment contracts may be payable at fair value rather than contract value. These events may include termination of the Plan or a material adverse change to the provisions of the Plan. Based upon experience to date, the Company does not believe the events described above are probable of occurring. 5. Fair Value Measurement The fair value measurement standard establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 - Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following tables sets forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2010 and December 31, 2009. Investment assets at Fair Value as of December 31, 2010 Level 1 Level 2 Level 3 Total Assets International stock $ 678,489 - - $ 678,489 Domestic stock 8,845,779 - - 8,845,779 Bond funds 958,890 - - 958,890 Blended funds 2,915,956 - - 2,915,956 Interest bearing cash 1,997,908 - - 1,997,908 Money market 5,289,287 - - 5,289,287 Common stock 1,527,272 - - 1,527,272 Total assets $ 22,213,581 $ - $ - $ 22,213,581 Investment assets at Fair Value as of December 31, 2009 Level 1 Level 2 Level 3 Total Assets International stock $ 635,754 $ - $ - $ 635,754 Domestic stock 7,261,344 - - 7,261,344 Bond funds 874,761 - - 874,761 Blended funds 2,527,647 - - 2,527,647 Money market 6,788,847 - - 6,788,847 Common stock 1,466,310 - - 1,466,310 Collective investment trusts - 1,468,262 - 1,468,262 Total assets $ 19,554,663 $1,468,262 $ - $ 21,022,925 6. Related Party Transactions Certain Plan investments are managed by SunTrust. SunTrust is the trustee as defined by the Plan and, therefore, these transactions qualify as party- in-interest transactions. Fees to the trustee are deducted from investment income. Additionally, the plan holds an investment in the common stock of the Company. 7. Plan Termination While the Company has not expressed any intent to do so, it may cease matching contributions or terminate the Plan at any time. In the event of termination, the accounts of all participants would become fully vested and the Company, by written notice to the Trustee and the Committee, may direct either complete distribution of the assets in the Trust Fund to the participants or, continue the Trust and the distribution of benefits at such time and in such manner as though the Plan had not been terminated. 8. Income Tax Status The prototype Plan, adopted by the Company, obtained its latest determination letter on August 26, 2002, in which the Internal Revenue Service stated that the prototype Plan, was in compliance with the applicable requirements of the Internal Revenue Code ("IRC"). The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. 9. Risks and Uncertainties The Plan provides for investment options in various investment securities. Investment securities are exposed to risks, such as interest rate, market risk and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits. Certain financial instruments potentially subject the Plan to concentrations of credit risk. The Plan limits its credit risk by maintaining its accounts with what the plan administrator believes to be high quality financial institutions. 10. Common Stock Purchase The Plan previously allowed as an investment option, investment in the common stock of Florida Rock Industries, Inc., a related party to the Company. In November 2007, Vulcan Materials Company purchased the common stock of Florida Rock Industries, Inc. All investments in Florida Rock Industries, Inc. common stock were exchanged for shares of the Vulcan Materials Company common stock and any remaining cash balance was invested in the STI Classic Prime Quality Money Market fund. Effective December 31, 2007, the option to invest in Vulcan Materials Common Stock was frozen to new contributions. Any existing investments in Vulcan common stock may remain until the participant elects to make a transfer to another fund or elects a distribution. 11. Administrative Error The Employer previously identified an administrative error related to the Plan that constituted an operational failure as defined in the Employee Plans Compliance Resolutions Systems (EPCRS). Certain participants who terminated services and took distribution from the Plan received incorrect employer matching contributions because the vesting of such contributions was calculated incorrectly. The errors were noted to have occurred in the 2009 Plan year. Operational failure corrections of $101,084 were completed in the 2010 Plan year in accordance with the EPCRS. 12. Reconciliation of Financial Statements to Form 5500 The reconciliation of net assets available for benefits per the financial statements to the Form 5500, as of December 31, 2009 is as follows: December 31, 2009 Net assets available for benefits per the financial statements $ 22,110,418 Distributions payable 90,000 Net assets available for benefits per the Form 5500 $ 22,200,418 The reconciliation of distributions to participants per the financial statements to the Form 5500 as of December 31, 2010 and December 31, 2009, is as follows: December 31, 2010 December 31, 2009 Distributions to participants per the financial statements $ 3,342,059 $ 5,407,781 Deemed distributions to participants 90,000 (90,000) Benefit payments to participants per the Form 5500 $ 3,432,059 $ 5,317,781 Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan Schedule H, Line 4i: Schedule of Assets (Held at End of Year) December 31, 2010 Plan Number 001, EIN 59-2924957 Description of investment including maturity date, rate of interest, Identity of issue borrower collateral, par or Current or similar party maturity date Cost ** value Federated Prime Obligations Fund SS Money Market $ 5,289,287 *Vulcan Materials Co Common Stock Common Stock 313,162 *Patriot Transportation Common Stock Common Stock 1,214,110 *Ridgeworth Select large Cap Grth Stock Mutual Fund 2,184,028 Vanguard 500 Index Signal Mutual Fund 1,780,095 *Ridgeworth Moderate Allocation Strat I Mutual Fund 790,223 T. Rowe Price Retirement 2010 Fund - R Mutual Fund 556,653 T. Rowe Price New Horizon Mutual Fund 610,359 T. Rowe Price Retirement 2020 Fund - R Mutual Fund 559,937 T. Rowe Price US Treasury Intermediate Mutual Fund 295,898 T. Rowe Price Retirement 2030 Fund - R Mutual Fund 1,266,332 T. Rowe Price Retirement 2040 Fund - R Mutual Fund 1,011,739 T. Rowe Price Equity Income Fund A Mutual Fund 703,019 Federated Capital Appreciation Fund - A Mutual Fund 579,208 American Century Inflat-Adj Bond Adv Mutual Fund 154,853 *Ridgeworth Investment Grade Bond I Mutual Fund 508,139 Federated Mid Cap Index IS Mutual Fund 1,321,674 Perkins Small CapValues - S Mutual Fund 228,298 Invesco International Growth Fund Mutual Fund 480,622 Janus Forty Class S Mutual Fund 170,170 MFS International Value R3 Mutual Fund 197,867 *Suntrust Bank FDIC Insured Account Interest bearing cash 1,997,908 22,213,581 *Participant Loans Loans with interest ranging from 4.25% to 9.25% 1,229,535 $ 23,443,116 * Party-in-interest as defined by ERISA ** Cost not required for participant-directed investments SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed by the undersigned hereunto duly authorized. PATRIOT TRANSPORTATION HOLDING, INC., PROFIT SHARING AND DEFERRED EARNINGS PLAN By: /s/ John D. Milton, Jr. Vice President, Chief Financial Officer and Treasurer of Patriot Transportation Holding, Inc. (Principal Financial Officer) EXHIBIT INDEX Exhibit No. 23.1 Consent of Independent Registered Public Accounting Firm dated June 28, 2011. EX-23 2 exhibit23.txt EXHIBIT 23 EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-125099) pertaining to the Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan of our report dated June 28, 2011, with respect to the financial statements and supplemental schedule of the Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2010. /s/ Hancock Askew & Company LLP Savannah, Georgia June 28, 2011