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, 2004
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, 2004 and 2003
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Page(s)
Report of Independent Registered Certified Public
Accountants 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 4-7
Supplemental Schedule
Schedule H, Line 4i -- Schedule of Assets (Held at
End of Year) 8
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, 2004 and 2003, and the changes in net assets available
for benefits for the year ended December 31, 2004 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.
PricewaterhouseCoopers LLP
Jacksonville, FL
June 9, 2005
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
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2004 2003
Assets
Investments at fair value
Investments $ 19,474,420 $ 17,044,766
Participant loans 1,114,691 1,127,833
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Total investments 20,589,111 18,172,599
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Contributions receivable
Employer 12,335 11,819
Employee 28,774 27,351
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Total contributions receivable 41,109 39,170
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Total assets 20,630,220 18,211,769
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Liabilities
Excess contributions payable 845 3,321
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Total liabilities 845 3,321
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Net assets available for
benefits $ 20,629,375 $ 18,208,448
============ ===========
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, 2004
- -----------------------------------------------------------------
Additions to net assets attributed to
Investment income
Dividend and interest income $ 262,573
Net appreciation in fair value of investments 1,608,335
Other income - loan interest 59,825
------------
Total investment income 1,930,733
Contributions
Employer 708,964
Employee 1,647,717
Rollovers 19,838
-----------
Total contributions 2,376,519
-----------
Total additions 4,307,252
-----------
Deductions from net assets attributed to
Distributions to participants 1,886,325
-----------
Total deductions 1,886,325
-----------
Net increase 2,420,927
Net assets available for benefits
Beginning of year 18,208,448
-----------
End of year $ 20,629,375
===========
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, 2004 and 2003
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1. Description of the Plan
The following description of 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
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 subject to
Internal Revenue Service allowable limits. 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 profit sharing 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 profit sharing
contributions were made by the Company for the 2004 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
profit sharing 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 profit sharing contributions
plus actual earnings thereon is
determined under the following schedules based on years of
service.
Matching Contributions
-----------------------
Vested
Years of Service Percentage
1 20%
2 40%
3 60%
4 80%
5 100%
Profit Sharing Contributions
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Vested
Years of Service Percentage
Less than 3 0%
3 20%
4 40%
5 60%
6 80%
7 100%
If participants are employed on or after their retirement
age, the company's matching and profit sharing 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.
Payment of Benefits
On termination of employment, death or disability of a
participant, benefits for distribution shall be determined
based upon the participants' 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 profit sharing
contributions. Any forfeiture from an employer profit
sharing 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 $59,784
and $83,957 at December 31, 2004 and 2003, 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. Loans bear interest at the
prevailing rate used by commercial lending institutions at
the date the loan originated. 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 mutual funds, the money market fund and the
common stock of the Company and
Florida Rock Industries, Inc. are stated at fair value based
upon quoted market prices. 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 which approximates fair
value.
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, the money market fund and the
common stock of the Company and Florida Rock Industries,
Inc. 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
statements 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:
2004 2003
Investments at fair value as determined
by quoted market price
STI Classic Prime Quality Money Market Fund $ 7,088,466 $ 6,576,041
STI Classic Capital Appreciation Fund 3,445,131 3,628,096
Florida Rock Industries Inc. common stock 2,658,469 979,341
Vanguard 500 Index Fund 2,081,013 2,027,324
Participant Loans
Participant loans 1,114,691 1,127,833
During 2004, 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:
Mutual fu $ 551,651
Common stock 1,056,684
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Net appreciation in fair value of investments $ 1,608,335
==========
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. These fees totaled $16,966
for the year ended December 31, 2004, 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").
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, 2004 to Form 5500:
Net assets available for benefits per the financial
statements $20,629,375
Excess contribution payable 845
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Net assets available for benefits per the Form 5500 $20,630,220
==========
The following is a reconciliation of contributions per
the financial statements for the year ended December
31, 2004 to the Form 5500:
Total contributions per the financial statements $ 2,376,519
Excess contribution payable 845
----------
Total contributions per the Form 5500 $ 2,377,364
==========
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Schedule H Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2004
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Description of investment Current
Identity of issue, including maturity date, Value
borrower, lessor or rate of interest, collateral,
similar party par or maturity value
*STI Classic Prime Quality Money
Market Money Market Fund $7,088,466
*STI Classic Capital Appreciation
Fund Equity Fund 3,445,131
*Florida Rock Industries, Inc. Common Stock 2,658,469
Vanguard 500 Index Fund Equity Fund 2,081,013
Longleaf Partners Fund Equity Fund 1,002,312
*Patriot Transportation Holding,
Inc. Common Stock 607,020
*STI Classic Life Vision
Moderate Growth Fund Balanced Fund 482,380
*STI Classic Life Vision
Aggressive Growth Fund Balanced Fund 475,296
Chase Growth Fund Equity Fund 379,109
T. Rowe Price U.S. Treasury
Intermediate Bond Fund 321,255
T. Rowe Price New Horizon Equity Fund 295,471
*STI Classic Life Vision
Conservative Fund Balanced Fund 255,808
T. Rowe Price Capital
Appreciation Bond Fund 171,552
T. Rowe Price Equity Income Fund Equity Fund 123,426
Fidelity Advisor Inflation
Protected Bond Bond Fund 46,992
Templeton Foreign Fund Equity Fund 20,661
MFS Research Bond Fund Bond Fund 20,059
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19,474,420
Participant Loans Participant loans with interest rates
Ranging from 4.0% to 10.5% 1,114,691
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$20,589,111
==========
* Party-In-Interest as defined by ERISA.
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: June 29, 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 June 9, 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
June 29, 2005