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, 2011
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.
200 W. Forsyth St., 7th Floor
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 6-11
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 12
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 Certified Public Accounting Firm
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, 2011 and 2010, and
the related statement of changes in net assets available for benefits for
the year ended December 31, 2011. 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 audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Plan's internal control over financial reporting. Accordingly, we express
no such opinion. An audit also 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, 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
as of December 31, 2011 and 2010, and the changes in net assets available
for benefits for the year ended December 31, 2011, in conformity with
accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying supplemental
schedule of assets (held at end of year) as of December 31, 2011 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.
/s/ Hancock Askew & Co., LLP
Savannah, Georgia
June 15, 2012
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2011 and 2010
2011 2010
ASSETS
Investments, at fair value $ 21,407,276 $ 22,213,581
Receivables
Employer 11,841 11,005
Employee 27,374 25,215
Notes receivable from participants 1,322,607 1,229,535
Total receivables 1,361,822 1,265,755
Total assets, at fair value 22,769,098 23,479,336
LIABILITIES
Excess contribution payable 1,825 -
Total liabilities 1,825 -
Net assets available for benefits $ 22,767,273 $ 23,479,336
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, 2011
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Dividend and interest income $ 423,920
Interest on notes receivable from participants 57,223
Contributions
Employer 638,334
Employee 1,513,059
Rollovers 86,617
Total contributions 2,238,010
Total additions 2,719,153
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants (2,326,065)
Administrative expenses (10,932)
Net depreciation in fair value of investments (1,094,219)
Total deductions (3,431,216)
Net decrease (712,063)
Net assets available for benefits
Beginning of year 23,479,336
End of year $ 22,767,273
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
50% 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
2011 or 2010 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 Bank FDIC Insured Account.
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 $36,540 and $6,304 at December 31,
2011 and 2010, respectively. $6,304 was reallocated to eligible participants
in 2011.
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 $90,533 and $95,916
were in default for the Plan years ended December 31, 2011 and 2010,
respectively. A participant's loan account equals the original principal
amount less principal repayments.
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. Fair value is defined as
the price that would be received to sell an asset, or paid to transfer a
liability, in an orderly transaction between market participants at the
measurement date (an exit price). See Note 4 for further discussion of
fair value measurements.
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.
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.
Excess Contributions
The Plan is required to return contributions received during the Plan year
in excess of the IRC limits. The Actual Deferral Percentage (ADP) test
for the 2011 plan year failed, resulting in excess contribution refunds
of employee contributions of $1,825 which is included as a reduction in
participant contributions in the Statement of Changes in Net Assets
Available for Benefits for the year ended December 31, 2011.
Recent Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board issued Accounting
Standards Update 2011-04, Amendments to Achieve Common Fair Value
Measurements and Disclosure Requirements in U.S. GAAP and IFRSs which
amended ASC 820 to converge the fair value measurement guidance in U.S.
GAAP and International Financial Reporting Standards (IFRSs). Some of
the amendments clarify the application of existing fair value
measurement requirements, while other amendments change a particular
principle in ASC 820. In addition, ASU 2011-04 requires additional fair
value disclosures. The amendments are to be applied prospectively and
are effective for annual periods beginning after December 15, 2011.
The adoption of ASU 2011-04 is not expected to have a significant
impact on the financial statements of the Plan.
3. Investments
Investments which exceeded 5% or more of the Plan's net assets at December
31 are summarized as follows:
2011 2010
Federated Prime Obligations Fund SS 4,964,168 5,289,287
Ridgeworth Select Large Cap Grth Stock 1,729,835 2,184,028
Suntrust Bank FDIC Insured Account 1,947,801 1,997,908
Vanguard 500 Index Signal 1,610,504 1,780,095
Federated Mid Cap Index IS * 1,321,674
T. Rowe Price Retirement 2030 Fund - R * 1,266,322
Patriot Transportation Common Stock 1,296,335 1,214,110
T. Rowe Price Retirement 2040 Fund - R 1,197,413 *
*Investment did not represent 5% or more of Plan's net assets at the
respective year end.
During 2011 the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value as follows:
Common stock $ (544,109)
Mutual funds (550,110)
Net depreciation in fair value of investments $(1,094,219)
4. 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, 2011 and December 31,
2010.
Investment assets at Fair Value as of December 31, 2011
Level 1 Level 2 Level 3 Total Assets
International stock $ 704,650 - - $ 704,650
Domestic stock 8,418,894 - - 8,418,894
Bond funds 1,036,256 - - 1,036,256
Blended funds 2,850,322 - - 2,850,322
Interest bearing cash 1,947,801 - - 1,947,801
Money market 4,964,168 - - 4,964,168
Common stock 1,485,185 - - 1,485,185
Total investments $ 21,407,276 $ - $ - $ 21,407,276
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 investments $ 22,213,581 $ - $ - $ 22,213,581
5. 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.
6. 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.
7. Income Tax Status
The Plan obtained its latest determination letter on October 13, 2011, in
which the Internal Revenue Service stated that the 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.
8. 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.
9. Common Stock Purchase
The Plan previously allowed as an investment option, investment in the common
stock of Florida Rock Industries, Inc., previously 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.
10. 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.
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Schedule H, Line 4i: Schedule of Assets (Held at End of Year)
December 31, 2011
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 $ 4,964,168
Vulcan Materials Co Common Stock Common Stock 188,850
*Patriot Transportation Common Stock Common Stock 1,296,335
*Ridgeworth Select Large Cap Grth Stock Mutual Fund 1,729,835
Vanguard 500 Index Signal Mutual Fund 1,610,504
*Ridgeworth Moderate Allocation Strat I Mutual Fund 945,405
T. Rowe Price Retirement 2010 Fund - R Mutual Fund 829,486
T. Rowe Price New Horizon Mutual Fund 932,861
T. Rowe Price Retirement 2020 Fund - R Mutual Fund 583,004
T. Rowe Price US Treasury Intermediate Mutual Fund 353,065
T. Rowe Price Retirement 2030 Fund - R Mutual Fund 1,127,559
T. Rowe Price Retirement 2040 Fund - R Mutual Fund 1,197,413
T. Rowe Price Equity Income Fund A Mutual Fund 739,233
American Century Inflat-Adj Bond Adv Mutual Fund 251,678
Wells Fargo Adv Prem Largo Co Growth Mutual Fund 261,244
Federated Mid Cap Index IS Mutual Fund 600,094
Perkins Small CapValues - S Mutual Fund 216,257
Invesco International Growth Fund Mutual Fund 467,857
Invesco Charter Fund - A Mutual Fund 410,332
Pimco Total Return Mutual Fund 431,513
MFS International Value R3 Mutual Fund 236,793
Putnam Equity Income Fund - A Mutual Fund 85,989
*SunTrust Bank FDIC Insured Account Interest bearing cash 1,947,801
21,407,276
*Participant Loans Loans with interest
ranging from 4.25%
to 9.25% 1,322,607
$ 22,729,883
* 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.
Executive Vice President,
Chief Financial Officer, Treasurer and
Secretary of Patriot Transportation
Holding, Inc.
(Principal Financial Officer)
EXHIBIT INDEX
Exhibit No.
23.1 Consent of Independent Registered Public Accounting Firm dated
June 15, 2012.