UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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FORM 11-K
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(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
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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.