SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23,
2005
PATRIOT TRANSPORTATION HOLDING, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-17554 59-2924957
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1801 Art Museum Drive 32207
Jacksonville, Florida
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 396-5733
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CRF 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
CURRENT REPORT ON FORM 8-K
PATRIOT TRANSPORTATION HOLDING, INC.
December 23, 2005
Preliminary Note: All references in this Form 8-K to "we," "us,"
"our" or "the Company" refer to Patriot Transportation Holding,
Inc.
ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION.
On December 23, 2005, Patriot Transportation Holdings, Inc.
(the "Company") issued a press release regarding a revision of
its reported earnings for the fourth quarter of fiscal 2005 and
for the year ending September 30, 2005 and a restatement of
certain financial statements for certain prior periods. A copy
of the press release is furnished as Exhibit 99.1.
The information in this report (including the exhibit) shall
not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or otherwise subject to the liability of that section, and shall
not be incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL
STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On December 22, 2005, the Audit Committee of the Board of
Directors of the Company concluded that the Company will restate
its consolidated statements of income, shareholders' equity and
cash flows for the year ended September 30, 2003. For the year
ended September 30, 2004, the Company will restate its
consolidated statement of shareholder's equity, and its
consolidated balance sheet as of September 30, 2004. There were
no differences related to corrections reported in the
consolidated statements of income or cash flows for the year
ended September 30, 2004. The Company will also restate its
quarterly results of operations for fiscal 2005. As a result of
the restatement, these financial statements should no longer be
relied upon.
The restatement results from the Company's determination
that the Company's real estate lease accounting practices were
not consistent with generally accepted accounting principles.
Historically, the Company has recognized rental revenue on a cash
basis for real estate leases with a scheduled annual rent
increases of 3.5% or less. Based on a re-examination of the
applicable accounting literature, the Company has determined that
the proper accounting practice
is to recognize rental revenue on a straight line basis over the
contractual term of the lease. In this regard, our management
reviewed and analyzed SFAS No. 13, Accounting for Leases, FASB
Technical Bulletin No. 88-1, Issues Relating to Accounting for
Leases, and FASB Technical Bulletin 85-3, Accounting for Operating
Leases With Scheduled Rent Increases.
Although the Company does not believe this error resulted in
a material misstatement of the Company's consolidated financial
statements for any annual or interim period previously reported,
the effects of correcting the cumulative error in the fourth
quarter of fiscal 2005 would have been material to that period.
In this regard, our management reviewed and analyzed the
Securities and Exchange Commission's Staff Accounting Bulletin
("SAB") No. 99, Materiality, Accounting Principles Board Opinion
No. 28, Interim Financial Reporting paragraph 29 and SAB Topic 5-
F, Accounting Changes Not Retroactively Applied Due to
Immateriality. The adjustment has no impact on the Company's net
cash flows from operating activities or loan compliance. The
restatement is expected to result in an immaterial increase in
earnings before income taxes, net earnings and earnings per share
in each of the periods as well as certain balance sheet
adjustments. The full effects of the annual and quarterly
adjustments will be reflected in the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 2005.
The Company's management and Audit Committee have discussed
the matters disclosed in this Form 8-K with the Company's
independent registered public accounting firm. The Company's
press release dated December 23, 2005 concerning these matters is
being furnished as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release dated December 23, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Current Report to be
signed on its behalf by the undersigned thereunto duly
authorized.
PATRIOT TRANSPORTATION HOLDING, INC.
Date: December 27, 2005 By: /s/ Ray M. Van Landingham
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Ray M. Van Landingham
Vice President, Finance and
Administration and Chief Financial
Officer