-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M0d9QUjVx7Rq3ZucsFIbaGVgjdGIrCH3lyR4vY6DindlyZpOa0F8CDcLSIvBk5cI sve+Dp5Dg0Ih1nKoYybBtA== 0001015325-06-000248.txt : 20060629 0001015325-06-000248.hdr.sgml : 20060629 20060629165009 ACCESSION NUMBER: 0001015325-06-000248 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060629 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 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: 06934431 BUSINESS ADDRESS: STREET 1: 1801 ART MUSEUM DRIVE CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9043965733 MAIL ADDRESS: STREET 1: 1801 ART MUSEUM DRIVE CITY: JACKSONVILLE STATE: FL ZIP: 32207 FORMER COMPANY: FORMER CONFORMED NAME: FRP PROPERTIES INC DATE OF NAME CHANGE: 19920703 11-K 1 form11k.txt FORM 11-K 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, 2005 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 PATRIOT TRANSPORTATION HOLDING, INC. PROFIT SHARING AND DEFERRED EARNINGS PLAN (full title of the plan) PATRIOT TRANSPORTATION HOLDING, INC. (Name of issuer of the securities held pursuant to the plan) 1801 Art Museum Drive Jacksonville, Florida 32207 (Address of issuer's principal executive offices and address of the plan) INDEX Page(s) Report of Independent Registered Public Accounting Firm 1 Financial Statements Statements of Net Assets Available for Benefits December 31, 2005 and 2004 2 Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2005 3 Notes to Financial Statements December 31, 2005 and 2004 4-8 Supplemental Schedule Schedule H, Line 4i -- Schedule of Assets (Held at End of Year) December 31, 2005 9 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: In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan (the "Plan") at December 31, 2005 and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic 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 the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Jacksonville, FL June 23, 2006 Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan Statements of Net Assets Available for Benefits December 31, 2005 and 2004 - ----------------------------------------------------------------- 2005 2004 Assets Investments at fair value Investments $ 22,128,560 $ 19,474,420 Participant loans 1,194,552 1,114,691 ----------- ----------- Total investments 23,323,112 20,589,111 ----------- ----------- Contributions receivable Employer 12,244 12,335 Employee 28,673 28,774 ----------- ----------- Total contributions receivable 40,917 41,109 ----------- ----------- Total assets 23,364,029 20,630,220 ----------- ----------- Liabilities Excess contributions payable 6,690 845 ----------- ----------- Total liabilities 6,690 845 ----------- ----------- Net assets available for benefits $ 23,357,339 $ 20,629,375 =========== =========== 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 Year Ended December 31, 2005 - ----------------------------------------------------------------- Additions to net assets attributed to Investment income Dividend and interest income $ 478,937 Net appreciation in fair value of investments 1,131,265 Other income - loan interest 65,394 ----------- Total investment income 1,675,596 ----------- Contributions Employer 705,953 Employee 1,638,271 Rollovers 165,101 ----------- Total contributions 2,509,325 ----------- Total additions 4,184,921 ----------- Deductions from net assets attributed to Distributions to participants 1,456,957 ----------- Total deductions 1,456,957 ----------- Net increase 2,727,964 Net assets available for benefits Beginning of year 20,629,375 ----------- End of year $23,357,339 =========== The accompanying notes are an integral part of these financial statements. Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan Notes to Financial Statements December 31, 2005 and 2004 - ----------------------------------------------------------------- 1. Description of the Plan The following description of Patriot Transportation Holding, Inc. and Subsidiaries (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 employees of the Company. 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 or defined contribution plans, conduit IRA accounts, 403(b) accounts, and 457(b) plans. The Company contributes 50% of the first 6% of the participant's deferred earnings contributions. 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 2005 Plan year. Participant Accounts Each participant's account is credited with the participant's contributions and the employer's matching contribution and an allocation of the employer's discretionary contributions 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, common/collective trust, mutual funds, Company stock and Florida Rock Industries, Inc. stock as investment options for participants. Effective June 1, 2005, 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. Prior to that date, all such contributions were invested in the STI Classic Prime Quality Money Market Fund. Vesting Participants are fully vested in their voluntary contributions plus actual earnings thereon. Vesting in the Company's matching and discretionary contributions plus actual earnings thereon is determined under the following schedules based on years of service. 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. Matching Contributions Vested Years of Service Percentage 1 20% 2 40% 3 60% 4 80% 5 100% Profit Sharing Contributions Vested Years of Service Percentage Less than 3 0% 3 20% 4 40% 5 60% 6 80% 7 100% Payment of Benefits On termination of employment, death or disability of a participant, 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 nonvested portion of a terminated participant's account shall be allocated to the accounts of the remaining participants in the same manner as employer contributions. 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 immediately following plan year. Unallocated forfeitures totaled $96,896 and $59,784 at December 31, 2005 and 2004, respectively. In 2005, forfeiture in the amount of $59,784 were reallocated to remaining participants. Participant Loans Participants may borrow from their fund accounts a minimum of $1,000 and a maximum equal to the lesser of $50,000 or 50% of their vested account balance. A loan must bear interest at the prevailing rate used by commercial lending institutions. Participants may have only two loans outstanding at any time. Loans must be secured by 50% of the participant's vested account balance in the Plan and no other collateral may be pledged. Loans bear interest rates that range from 4.0% to 10.5%. Loans are required to be repaid within five years except residential loans, which are payable within 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. 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 Investments in the common stock of the Company and Florida Rock Industries, Inc. are stated at fair value based upon quoted market prices. Units or shares of mutual funds and common/collective trusts are valued at the net asset value of shares held by the Plan at year end. Loans to participants are recorded at the unpaid balance of the individual loans as of year end. The Plan presents in the statement of changes in net assets available for benefits the net appreciation or depreciation in fair value of investment which 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. 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. Risks and Uncertainties The Plan provides for various investment options in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. 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 at least 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. 3. Investments Investments which exceeded 5% or more of the Plan's net assets at December 31 are summarized as follows: 2005 2004 STI Classic Prime Quality Money Market Fund $ 6,850,270 $ 7,088,466 STI Classic Capital Appreciation Fund - 3,445,131 Florida Rock Industries Inc. common stock 3,211,967 2,658,469 T. Rowe Price Growth Stock Fund-R 2,556,906 - Vanguard 500 Index Fund 2,070,631 2,081,013 Participant loans 1,194,552 1,114,691 During 2005, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows: Common stock $ 1,076,191 Mutual funds $ 44,313 Common/collective trust 10,761 ---------- Net appreciation in fair value of investments $ 1,131,265 ========== 4. 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 custodian are deducted from investment income. Certain administrative expenses are paid for by the Company without charge to the Plan. Such expenses amounted to $22,978 for the year ended December 31, 2005, and are not included in these financial statements. 5. Plan Termination While the Company has not expressed any intent to do so, it may terminate the Plan at any time. In the event of such 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. 6. Income Tax Status The Plan obtained its latest determination letter on May 14, 2004, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code ("IRC"). The Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. 7. Financial Instruments Certain financial instruments potentially subject the Plan to concentrations of credit risk. These financial instruments consist of the SunTrust investment accounts, Company stock, Florida Rock Industries, Inc. stock and contributions receivable. The Plan limits its credit risk by maintaining its accounts with what the plan administrator believes to be high quality financial institutions. 8. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2005 to Form 5500: Net assets available for benefits per the financial statements $23,357,339 Excess contribution payable 6,690 ---------- Net assets available for benefits per the Form 5500 $23,364,029 ========== The following is a reconciliation of contributions per the financial statements for the year ended December 31, 2005 to the Form 5500: Total contributions per the financial statements $ 2,509,325 Add: Excess contributions payable at December 31, 2005 6,690 Less: Excess contribution payable (845) ----------- Total contributions per the Form 5500 $ 2,515,170 =========== Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan Schedule H Line 4i - Schedule of Assets (Held at End of Year) December 31, 2005 - -----------------------------------------------------------------
Description of investment Current Identity of issue, including maturity date, Value borrower, lessor or rate of interest, collateral, similar party par or maturity value Cost** *STI Classic Prime Quality Money Market TSU-PMM Money Market $ 6,850,270 *Florida Rock Industries-Common Stock Common Stock 3,211,967 *Patriot Transportation Common Stock Common Stock 1,057,394 T. Rowe Price Growth Stock Fund - R Mutual Fund 2,556,906 Vanguard 500 Index fund Mutual Fund 2,070,631 T. Rowe Price Capital Appreciation Mutual Fund 1,118,422 Longleaf Partners Fund Mutual Fund 1,050,851 *STI Classic Life Vision Agg Grth I Mutual Fund 658,818 T. Rowe Price New Horizon Mutual Fund 608,856 *STI Classic Life Vision Moderate Grth I Mutual Fund 577,965 Chase Growth fund Mutual Fund 533,205 T. Rowe Price US Treasury Intermediate Mutual Fund 263,339 Mainstay Small Cap Opportunity Mutual Fund 246,898 Templeton Foreign Fund Mutual Fund 223,842 T. Rowe Price Equity Income Fund A Mutual Fund 220,551 *STI Classic Life Vision Conservative I Mutual Fund 171,784 MFS Research Bond Fund - A Mutual Fund 32,470 Fidelity Advisor Inflation Protected Bond Mutual Fund 27,914 Federated Mid Cap Index IS Mutual Fund 21,315 *SunTrust Retirment Stable Asset Fund Common/Collective Trust 625,162 --------- 22,128,560 *Participant Loans Loans with interest ranging from 4.0% to 10.5% 1,194,552 ---------- $ 23,323,112 ===========
* 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/ Ray M. Van Landingham ------------------------------ Ray M. Van Landingham Vice President, Chief Financial Officer, and Secretary of Patriot Transportation Holding, Inc. (Principal Financial Officer) Date: June 29, 2006 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-125099) of Patriot Transportation Holding, Inc. of our report dated June 23, 2006 relating to the financial statements of the Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan, which appears in this Form 11-K. PricewaterhouseCoopers LLP Jacksonville, Florida June 29, 2006 -----END PRIVACY-ENHANCED MESSAGE-----