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 September 30, 2003
OR
[ ] Transition Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition period from ____________ to ________________
Commission File Number _____________________
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.
1801 Art Museum Drive
Jacksonville, Florida 32207
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Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan Index
December 31, 2003 and 2002
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Page(s)
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC
ACCOUNTING FIRM 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
SUPPLMENTAL SCHEDULE
Schedule H Line 4i Schedule of Assets Held for Investment
Purposes 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 Certified Public Accountants
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, 2003 and 2002, and the changes in net assets
available for benefits for the year ended December 31, 2003 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 for Investment Purposes 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
December 30, 2004, except for footnote 9,
on which the date is April 4, 2005.
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
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2003 2002
ASSETS
Investments at fair value $ 18,172,599 $ 15,721,830
------------- ------------
Contributions receivable
Employer 11,819 56,634
Employee 27,351 128,249
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Total contributions receivable 39,170 184,883
------- --------
Total assets 18,211,769 15,906,713
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LIABILITIES
Excess contributions payable 3,321 -
------ ------
Total liabilities 3,321 -
------ ------
Net assets available for benefits $18,208,448 $15,906,713
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Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2003
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Investment income
Dividend and interest income $ 179,274
Net appreciation in fair value of investments 1,852,692
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Total investment income 2,031,966
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Contributions
Employer $ 593,195
Employee 1,374,986
Rollovers 70,397
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Total contributions 2,038,578
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Total additions 4,070,544
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Deductions from net assets attributed to
Distributions to participants 1,768,809
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Total deductions 1,768,809
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Net increase 2,301,735
Net assets available for benefits
Beginning of year 15,906,713
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End of year $18,208,448
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Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Notes to Financial Statements
December 31, 2003 and 2002
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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 2003 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, mutual funds,
Company stock and Florida Rock Industries, Inc. 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 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
--------------------------------------------------
Years of Service Vested Percentage
1 20%
2 40%
3 60%
4 80%
5 100%
Discretionary Contribution
--------------------------------------------------
Years of Service Vested 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
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 $83,957 and $72,834 at
December 31, 2003 and December 31, 2002, respectively.
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 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
Investments in money market funds and the common stock of
the Company and Florida Rock Industries, Inc. are stated at
fair value based upon quoted market prices. Investments in
mutual funds are stated at net asset value. Participant
loans are valued at their outstanding balances, which
approximate fair value. 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. Loans to participants are recorded
at the unpaid balance of the individual loans as of year
end.
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 any
combination of mutual funds. 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:
2003 2002
Investments at fair value as determined
By quoted market price
STI Classic Prime Quality Money Market Fund $6,576,041 $6,516,364
STI Classic Capital Appreciation Fund 3,628,096 3,434,388
Vanguard 500 Index Fund 2,027,324 1,338,442
Participant loans 1,127,833 1,111,191
Florida Rock Industries Common Stock 979,341 --
During 2003, the Plan's investments (including gains and
losses on investments bought and sold, as well as held
during the year) appreciated in value, as determined by
quoted market prices, as follows:
Mutual funds $1,458,495
Common Stock 394,197
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Net appreciation in fair value of investments $1,852,692
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4. Related Party Transactions
Funds managed by the custodian and loans to participants
comprise the entire investment portfolio. Fees to the
custodian are deducted from investment income. Therefore,
all investment transactions are considered to be with
parties-in-interest. Certain administrative expenses are
paid for by the Company without charge to the Plan, which
amounted to $19,779 for the year ended December 31, 2003,
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 determination letters on April 29, 1996
and 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,
2003 to Form 5500:
Net assets available for benefits per the
financial statements $18,208,448
Excess contribution payable 3,321
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Net assets available for benefits per the
Form 5500 $18,211,769
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The following is a reconciliation of contributions per the
financial statements for the year ended December 31, 2003 to
the Form 5500:
Total contributions per the financial statements $2,038,578
Excess contribution payable 3,321
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Total contributions per the Form 5500 $2,041,899
----------
9. Registration of Plan Sponsor Shares
On May 20, 2005, the Company registered 20,000 shares of
its common stock on Form S-8.
Legal counsel has advised the Company that it is subject to
claims for rescission of acquisitions of shares of the
Company's common stock occurring prior to May 20, 2005,
during the one year period following the date of acquisition
of the shares (the statute of limitations period that
applies to claims for rescission), due to the failure to
register the shares in accordance with applicable securities
law. Approximately 1,918 shares of the Company's common
stock were transferred to Plan participants during the Plan
year ended December 31, 2004 and, if rescinded, would have
an aggregate
repurchase price of approximately $68,000, plus interest. The
Plan Sponsor may also face penalties in connection with
these matters and could be subject to claims for rescission
for acquisitions prior to the one-year statute of
limitations. The Participants' rights with respect to
rescission have been disclosed in a Current Report on
Form 8-K filed by the Company on December 14, 2004.
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Schedule H Line 4i - Schedule of Assets Held for Investment Purposes
December 31, 2003
- -----------------------------------------------------------------
Description of investment Current
Identity of issue, including maturity date, Value
borrower, lessor or rate of interest, collatral,
similar party par or maturity value
<s> <c> <c>
*STI Classic Prime Quality Money
Market TSU-PMM Money Market Fund $6,576,041
*STI Classic Capital Appreciation
Fund, TSU-CG Equity Fund 3,628,096
Vanguard 500 Index Fund Equity Fund 2,027,324
Longleaf Partners Fund Equity Fund 865,246
*Florida Rock Industries, Inc. Common Stock 979,341
T.Rowe Price US Treasury Intermediate Bond Fund 514,477
*Patriot Transportation Holding, Inc. Common Stock 472,468
*Aggressive Option Balanced Fund 431,039
*Moderate Option Balanced Fund 421,913
T. Rowe Price New Horizon Equity Fund 408,792
Chase Growth Fund Equity Fund 274,900
Conservative Option Balanced Fund 194,545
T. Rowe Price Capital Appreciation Bond Fund 153,063
T. Rowe Price Equity Income Fund Equity Fund 79,403
MFS Research Bond fund Bond Fund 7,058
Fidelity Advisor Inflation Protected
Bond Bond Fund 5,908
Templeton Foreign Fund Equity Fund 5,152
_________
17,044,766
Participant Loans Participant loans with interest rates
Ranging from 4.0% to 10.5% 1,127,833
----------
$18,172,599
-----------
</table>
* Party-In-Interest as defined by ERISA.
Information certified as complete and accurate by SunTrust Bank,N.A.
SIGNATURE
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: May 24, 2005
Consent of Independent Registered Certified Public Accountants
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 December 30,
2004, except for footnote 9, on which the date is April 4, 2005
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
May 23, 2005