UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
------------------------
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, 2005
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
PATRIOT TRANSPORTATION HOLDING, INC. PROFIT SHARING AND DEFERRED
EARNINGS PLAN
(full title of the plan)
PATRIOT TRANSPORTATION HOLDING, INC.
(Name of issuer of the securities held pursuant to the plan)
1801 Art Museum Drive
Jacksonville, Florida 32207
(Address of issuer's principal executive offices and address of
the plan)
INDEX
Page(s)
Report of Independent Registered Public Accounting Firm 1
Financial Statements
Statements of Net Assets Available for Benefits
December 31, 2005 and 2004 2
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2005 3
Notes to Financial Statements
December 31, 2005 and 2004 4-8
Supplemental Schedule
Schedule H, Line 4i -- Schedule of Assets (Held at End of Year)
December 31, 2005 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 Public Accounting Firm
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, 2005 and 2004, and the
changes in net assets available for
benefits for the year ended December 31, 2005 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.
Jacksonville, FL
June 23, 2006
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2005 and 2004
- -----------------------------------------------------------------
2005 2004
Assets
Investments at fair value
Investments $ 22,128,560 $ 19,474,420
Participant loans 1,194,552 1,114,691
----------- -----------
Total investments 23,323,112 20,589,111
----------- -----------
Contributions receivable
Employer 12,244 12,335
Employee 28,673 28,774
----------- -----------
Total contributions receivable 40,917 41,109
----------- -----------
Total assets 23,364,029 20,630,220
----------- -----------
Liabilities
Excess contributions payable 6,690 845
----------- -----------
Total liabilities 6,690 845
----------- -----------
Net assets available for benefits $ 23,357,339 $ 20,629,375
=========== ===========
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, 2005
- -----------------------------------------------------------------
Additions to net assets attributed to
Investment income
Dividend and interest income $ 478,937
Net appreciation in fair value of investments 1,131,265
Other income - loan interest 65,394
-----------
Total investment income 1,675,596
-----------
Contributions
Employer 705,953
Employee 1,638,271
Rollovers 165,101
-----------
Total contributions 2,509,325
-----------
Total additions 4,184,921
-----------
Deductions from net assets attributed to
Distributions to participants 1,456,957
-----------
Total deductions 1,456,957
-----------
Net increase 2,727,964
Net assets available for benefits
Beginning of year 20,629,375
-----------
End of year $23,357,339
===========
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, 2005 and 2004
- -----------------------------------------------------------------
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 2005 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, common/collective
trust, mutual funds, Company stock and Florida Rock
Industries, Inc. stock as investment options for
participants. Effective June 1, 2005, 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. Prior to that date, all such
contributions were 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
Vested
Years of Service Percentage
1 20%
2 40%
3 60%
4 80%
5 100%
Profit Sharing Contributions
Vested
Years of Service 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
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 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 $96,896 and $59,784 at
December 31, 2005 and 2004, respectively. In 2005,
forfeiture in the amount of $59,784 were reallocated to
remaining participants.
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 bear interest rates that range from 4.0% to
10.5%. 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 Valuation and Income Recognition
Investments in the common stock of the Company and Florida
Rock Industries, Inc. are stated at fair value based upon
quoted market prices. Units or shares of mutual funds and
common/collective trusts are valued at the net asset value of
shares held by the Plan at year end. Loans to participants
are recorded at the unpaid balance of the individual loans as
of year end.
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.
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 various
investment securities. 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:
2005 2004
STI Classic Prime Quality Money Market Fund $ 6,850,270 $ 7,088,466
STI Classic Capital Appreciation Fund - 3,445,131
Florida Rock Industries Inc. common stock 3,211,967 2,658,469
T. Rowe Price Growth Stock Fund-R 2,556,906 -
Vanguard 500 Index Fund 2,070,631 2,081,013
Participant loans 1,194,552 1,114,691
During 2005, 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:
Common stock $ 1,076,191
Mutual funds $ 44,313
Common/collective trust 10,761
----------
Net appreciation in fair value of investments $ 1,131,265
==========
4. 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 custodian are deducted from investment income.
Certain administrative expenses are paid for by the Company
without charge to the Plan. Such expenses amounted to
$22,978 for the year ended December 31, 2005, 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"). 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, 2005 to
Form 5500:
Net assets available for benefits per the
financial statements $23,357,339
Excess contribution payable 6,690
----------
Net assets available for benefits per the Form 5500 $23,364,029
==========
The following is a reconciliation of contributions per the
financial statements for the year ended December 31, 2005 to
the Form 5500:
Total contributions per the financial statements $ 2,509,325
Add: Excess contributions payable at
December 31, 2005 6,690
Less: Excess contribution payable (845)
-----------
Total contributions per the Form 5500 $ 2,515,170
===========
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Schedule H Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2005
- -----------------------------------------------------------------
<s> <c> <c>
Description of investment Current
Identity of issue, including maturity date, Value
borrower, lessor or rate of interest, collateral,
similar party par or maturity value Cost**
*STI Classic Prime Quality Money
Market TSU-PMM Money Market $ 6,850,270
*Florida Rock Industries-Common Stock Common Stock 3,211,967
*Patriot Transportation Common Stock Common Stock 1,057,394
T. Rowe Price Growth Stock Fund - R Mutual Fund 2,556,906
Vanguard 500 Index fund Mutual Fund 2,070,631
T. Rowe Price Capital Appreciation Mutual Fund 1,118,422
Longleaf Partners Fund Mutual Fund 1,050,851
*STI Classic Life Vision Agg Grth I Mutual Fund 658,818
T. Rowe Price New Horizon Mutual Fund 608,856
*STI Classic Life Vision Moderate
Grth I Mutual Fund 577,965
Chase Growth fund Mutual Fund 533,205
T. Rowe Price US Treasury
Intermediate Mutual Fund 263,339
Mainstay Small Cap Opportunity Mutual Fund 246,898
Templeton Foreign Fund Mutual Fund 223,842
T. Rowe Price Equity Income Fund A Mutual Fund 220,551
*STI Classic Life Vision
Conservative I Mutual Fund 171,784
MFS Research Bond Fund - A Mutual Fund 32,470
Fidelity Advisor Inflation Protected
Bond Mutual Fund 27,914
Federated Mid Cap Index IS Mutual Fund 21,315
*SunTrust Retirment Stable Asset Fund Common/Collective Trust 625,162
---------
22,128,560
*Participant Loans Loans with interest ranging
from 4.0% to 10.5% 1,194,552
----------
$ 23,323,112
===========
</table>
* 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/ 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, 2006
Consent of Independent Registered Public Accounting Firm
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 23, 2006
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, 2006