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): March 5, 2008
PATRIOT TRANSPORTATION HOLDING, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 33-26115 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.
March 5, 2008
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS
OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
On March 5, 2008, management of the Company and the Audit
Committee of its Board of Directors determined that the Company should
restate the Company's consolidated financial statements for the first
quarter of fiscal 2008 in order to record a gain resulting from
condemnation proceeds. Accordingly, the Company's financial statements
for the quarter ended December 31, 2007 included in the Company's Quarterly
Report on Form 10-Q filed on February 6, 2008 should no longer be relied
upon.
The Company reported in its Annual Report on Form 10-K that
approximately 28 acres of the Company's 101 acre tract in Prince William
County, Virginia was subject to a taking by the Virginia Department of
Transportation. Management of the Company recently discovered that in
December 2007 the Virginia Department of Transportation ("VDOT") filed
a Certificate of Take with respect to this 28 acres. As a result of
the filing of that Certificate of Take, title to the 28 acres was
transferred to the VDOT, and the Company is entitled to receive payment
of the fair market value of the 28 acres. The VDOT has posted a deposit
in the amount of $5.86 million as its estimate of the fair market value
of the 28 acres.
The Company will amend its financial statements for the first
quarter of fiscal 2008 to record a gain of $2,507,000 from the condemnation
or $1,544,000 after taxes. This gain will result in revised earnings
of $1,405,000 million or $0.45 per diluted share for the first quarter
of fiscal 2008 instead of the loss of $139,000 or $0.05 per diluted share
previously reported. The Company will file an amended Quarterly Report
on Form 10-Q for the quarter ended December 31, 2007. The restatement
will have no impact on the Company's operating results for any period
prior to the first quarter of fiscal 2008.
Management and the Audit Committee discussed the matters disclosed
in this filing with Hancock Askew & Co. LLC, the Company's independent
registered certified public accounting firm.
The Company issued a press release concerning this matter on March
7, 2008, a copy of which is attached as Exhibit 99.1 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Description
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99.1 Press Release dated March 7, 2008.
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: March 7, 2008 /s/ Ray M. Van Landingham
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Ray M. Van Landingham
Vice President, Finance and Administration
and Chief Financial Officer