UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
------------------------
FORM 11-K
-----------------------
(Mark One)
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2008
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
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.
501 Riverside Avenue, Suite 500
Jacksonville, Florida 32202
- ----------------------------------------------------------------------
TABLE OF CONTENTS
Page(s)
Report of Independent Registered Public Accounting Firm 2
Financial Statements
Statements of Net Assets Available for Benefits 3
Statement of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-11
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 12
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
We have audited the accompanying statements of net assets available
for benefits of the Patriot Transportation Holding, Inc. Profit Sharing
and Deferred Earnings Plan (the Plan) as of December 31, 2008 and 2007,
and the related statement of changes in net assets available for
benefits for the year ended December 31, 2008. 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 in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plan's internal control over
financial reporting. Our audits included consideration of internal control
over financial reporting as a basis of designing audit procedures that are
appropriate in the circumstances, but not for expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audit provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Plan at December 31, 2008 and 2007, and the changes in net assets available
for benefits for the year ended December 31, 2008, in conformity with
accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedule of assets (held at end of year) as of December 31, 2008 is
presented for purposes of additional analysis and is not a required part
of the 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 our audits of the financial statements and, in our opinion, is
fairly stated in all material respects in relation to the financial
statements taken as a whole.
Savannah, Georgia
June 22, 2009
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
_______________________________________________________________________
2008 2007
---- ----
ASSETS
Investments, at fair value
Investments $ 20,705,159 $ 27,062,954
Participant loans 1,394,988 1,473,251
------------ ------------
Total investments, at fair value 22,100,147 28,536,205
------------ ------------
Contributions receivable
Employer 3,809 15,651
Employee 13,404 38,289
------------ ------------
Total contributions receivable 17,213 53,940
------------ ------------
Net assets available for benefits at
fair value 22,117,360 28,590,145
Adjustment from fair value to contract
value for fully benefit-responsive contracts (2,020) (8,750)
----------- -----------
Net assets available for benefits $ 22,115,340 $ 28,581,395
============= ============
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
______________________________________________________________________
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions
Employer $ 836,909
Employee 2,042,649
Rollovers 296,998
------------
Total contributions 3,176,556
------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants $ (4,600,790)
Administrative expenses (213)
-------------
(4,601,003)
-------------
Investment income (loss)
Dividend and interest income 532,836
Net depreciation in fair value of investments (5,678,475)
Other income - loan interest 104,031
-------------
Total investment loss (5,041,608)
-------------
Total deductions (9,642,611)
-------------
Net decrease (6,466,055)
Net assets available for benefits
Beginning of year 28,581,395
-------------
End of year $ 22,115,340
=============
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
___________________________________________________________________
1. Description of the Plan
The following description of the 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 eligible
employees of the Company, as defined in the Plan agreement. 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
plans, defined contribution or other qualified plans. The Company matches
50% of the first 6% of the participant's deferred earnings contributions.
In addition, 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 2007 or 2008 Plan years.
Participant Accounts
Each participant's account is credited with the participant's contributions,
the employer's matching contribution, 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, and Company 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 SunTrust Retirement Stable Asset Fund.
Vesting
Participants are fully vested in their voluntary contributions plus actual
earnings thereon. 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.
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
___________________________________________________________________________
Vesting (cont.)
Vesting in the Company's matching and discretionary contributions plus actual
earnings thereon is determined under the following schedules based on years
of service.
Matching Contributions
Vested
Years of Service Percentage
Less than 1 0%
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 non-vested portion of a terminated participant's account shall
be forfeited and reallocated to the accounts of the remaining
participants in the same manner as employer contributions were
originally allocated to such participants. 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 following plan year.
Unallocated forfeitures totaled $117,294 and $121,900 at December 31,
2008 and 2007, respectively. $121,900 was reallocated to eligible
participants in 2008.
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
____________________________________________________________________
Participant Loans
Participants may borrow from their 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. Participants may have only two loans outstanding
at any time. Loans are secured by the participant's remaining vested
account balance. Loan terms are limited to five years except
residential loans, which are payable up to 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 are carried at fair value.
The Plan accounts for investment contracts in accordance with the
Financial Accounting Standards Board (FASB) Staff Position AAG INV-1
and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment
Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined-Contribution Health and Welfare
and Pension Plans (the FSP). The FSP defines the circumstances in
which an investment contract is considered fully benefit responsive
and provides certain reporting and disclosure requirements for fully
benefit responsive investment contracts in defined contribution health
and welfare and pension plans. As required by the FSP, investments in
the accompanying Statements of Net Assets Available for Benefits include
fully benefit responsive investment contracts recognized at fair value
in the Plan's Statement of Net Assets Available for Benefits with a
corresponding adjustment to reflect these investments at contract value.
Investments in common stock are stated at fair value based upon quoted
market prices at year-end. Units or shares of mutual funds (registered
investment companies) are stated at fair value based upon the net asset
value of shares held by the Plan at year-end. The fair value of the
underlying assets of the common/collective trust fund is based upon the
fair value of the underlying assets of the trust according to the
Trustee's valuation. The contract value of participation units owned in
the common/collective trust fund are based on quoted redemption values,
as determined by the Trustee, on the last business day of the Plan year.
Loans to participants are recorded at the unpaid balance of the individual
loans as of year-end, which approximate fair value.
Net appreciation or depreciation in fair value of investments 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.
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
_________________________________________________________________________
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.
Recent Accounting Pronouncements
As of January 1, 2008, the Plan has adopted SFAS 157, Fair Value
Measurements (see note 5 Fair Value Measurement). There was no material
impact to the financial statements of the Plan upon adoption of SFAS 157.
3. Investments
Investments which exceeded 5% or more of the Plan's net assets at December
31 are summarized as follows:
2008 2007
---- ----
STI Classic Prime Quality Money Market Fund $ 8,877,206 $ 9,269,613
T. Rowe Price Growth Stock Fund-R 1,134,212 2,353,436
Vanguard 500 Index Signal 1,268,531 2,452,000
SunTrust Retirement Stable Asset Fund 1,642,938** 1,671,418**
Participant Loans 1,394,988 1,473,251
Longleaf Partners Fund * 1,449,894
Patriot Transportation Holding, Inc. Common Stock * 1,447,556
*Investment did not represent 5% or more of Plan's net assets at the
respective year end
**SunTrust Stable Asset Fund is shown at fair value. The contract
value is $1,640,918 at
December 31, 2008.
During 2008 the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated/(depreciated) in value as follows:
Common stock $ (456,704)
Mutual funds (5,273,358)
Common/collective trust 51,587
-----------
Net depreciation in fair value of
investments $ (5,678,475)
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
__________________________________________________________________
4. Investment Contracts
The Plan, through the SunTrust Stable Value Fund (the Fund), holds
investments in fixed income securities, which consist of common
collective trusts, short-term securities and bonds. The Fund is
considered a traditional GIC, Guaranteed Investment Contract, as the
participants hold interests in shares of the fund and not in the
underlying assets. The Fund enters into guaranteed investment contracts
(GICs) or wrapper contracts with financial institutions or insurance
companies, which enable the participants to transact at a specified
contract value by protecting the principal amount invested over a
specified period of time.
The Fund earns interest at interest crediting rates that are typically
reset on a monthly or quarterly basis. These interest crediting rates
use a formula that is based on the characteristics of the underlying
fixed income portfolio. The minimum interest crediting rate for all
investment contracts is zero percent. Factors that can influence the
future average crediting rates are (i) the level of market interest
rates; (ii) the amount and timing of participant contributions,
transfers and withdrawals into/out of the investment contract; (iii)
the investment returns generated by the fixed income investments that
underlie the investment contracts; or (iv) the duration of the
investments underlying the investment contracts. The crediting rate
formula amortizes the realized and unrealized market value gains and
losses over the duration of the underlying investments.
The crediting yield earned by the participants at December 31, 2008
was 3.46% and the average yield of the underlying assets at December
31, 2008 was 3.98%.
In certain events, the amounts withdrawn from investment contracts may
be payable at fair value rather than contract value. These events may
include termination of the Plan or a material adverse change to the
provisions of the Plan. Based upon experience to date, the Company
does not believe the events described above are probable of occurring.
5. Fair Value Measurement
As of January 1, 2008 the Plan adopted SFAS No. 157, "Fair Value
Measurements." SFAS 157 establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (level
1 measurements) and the lowest priority to unobservable inputs (level
3 measurements). The three levels of the fair value hierarchy under
SFAS No. 157 are described below:
* Level 1 - Unadjusted quoted prices in active markets that are
accessible at the measurement date for identical, unrestricted
assets or liabilities;
* Level 2 - Quoted prices in markets that are not considered to
be active or financial instruments for which all significant
inputs are observable, either directly or indirectly;
* Level 3 - Prices or valuations that require inputs that are
both significant to the fair value measurement and unobservable.
A financial instrument's level within the fair value hierarchy is based
on the lowest level of any input that is significant to the fair value
measurement.
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
________________________________________________________________________
The following table sets forth by level, within the fair value hierarchy,
the Plan's assets at fair value as of December 31, 2008. As required by
SFAS No. 157, assets and liabilities are classified in their entirety
based on the lowest level of input that is significant to the fair value
measurement.
Investment assets at Fair Value as of December 31, 2008
-------------------------------------------------------
Level 1 Level 2 Level 3 Total
-------------------------------------------------------
Assets:
Money market $ 8,877,206 $ - $ - $ 8,877,206
Mutual funds 8,532,626 - - 8,532,626
Common stock 1,652,389 - - 1,652,389
Collective
investment trusts - 1,642,938 - 1,642,938
Participant loans - 1,394,988 - 1,394,988
----------- ---------- --------- -----------
Totals assets $19,062,221 $3,037,926 $ - $22,100,147
=========== ========== ========== ===========
6. 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 trustee are deducted from
investment income. Additionally, the plan holds an investment in the
common stock of the sponsor.
7. Plan Termination
While the Company has not expressed any intent to do so, it may cease
matching contributions or terminate the Plan at any time. In the event
of 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.
8. Income Tax Status
The prototype Plan, adopted by the Company, obtained its latest
determination letter on August 26, 2002, in which the Internal Revenue
Service stated that the prototype Plan, 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.
9. Risks and Uncertainties
The Plan provides for investment options in various investment securities.
Investment securities are exposed to risks, such as interest rate, market
risk and credit risk. 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 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.
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
_________________________________________________________________________
Certain financial instruments potentially subject the Plan to
concentrations of credit risk. These financial instruments consist of the
SunTrust investment accounts, Company stock, Vulcan Materials Company
common 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.
10. Common Stock Purchase
The Plan previously allowed as an investment option, investment in the
common stock of Florida Rock Industries, Inc., a related party to the plan
sponsor. In November 2007, Vulcan Materials Company purchased the common
stock of Florida Rock Industries, Inc. All investments in Florida Rock
Industries, Inc. common stock were exchanged for shares of the Vulcan
Materials Company common stock and any remaining cash balance was invested
in the STI Classic Prime Quality Money Market fund. Effective December 31,
2007, the option to invest in Vulcan Materials Common Stock was frozen to
new contributions. Any existing investments in Vulcan common stock may
remain until the participant elects to make a transfer to another fund or
elects a distribution.
11. Subsequent Event
In September 2008, it was discovered that the Plan's third party
Administrator had failed to administer some of the mandatory distributions
of small balances from participants who terminated between 2001 and 2006,
as required by the plan document. In 2009 the sponsor will direct the
third party Administrator to begin the distribution process for these
effected participants.
The Plan was amended effective July 1, 2009 to change the manner in which
the Employer pays for Plan administrative expenses that are attributable
to a particular plan participant.
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
_______________________________________________________________________
Description of investment
including maturity date, rate
Identity of issue borrower of interest, collateral, par or
Current
or similar party maturity date Cost **
value
- ------------------------------------------------------------------------
*STI Classic Prime Quality
Money Market TSU-PMM Money Market $ 8,877,206
*Vulcan Materials Co Common Stock Common Stock 607,494
*Patriot Transportation Common
Stock Common Stock 1,044,895
T. Rowe Price Growth Stock Fund - R Mutual Fund 1,134,212
Vanguard 500 Index Signal Mutual Fund 1,268,531
T. Rowe Price Capital Appreciation Mutual Fund 601,553
Longleaf Partners Fund Mutual Fund 499,449
T. Rowe Price Retirement 2010 Fund - R Mutual Fund 191,050
T. Rowe Price New Horizon Mutual Fund 264,405
T. Rowe Price Retirement 2020 Fund - R Mutual Fund 314,139
Chase Growth fund Mutual Fund 588,705
T. Rowe Price US Treasury Intermediate Mutual Fund 448,666
T. Rowe Price Retirement 2030 Fund - R Mutual Fund 870,178
T. Rowe Price Retirement 2040 Fund - R Mutual Fund 502,380
T. Rowe Price Equity Income Fund A Mutual Fund 268,246
Federated Capital Appreciation Fund - A Mutual Fund 10,474
American Century Inflat-Adj Bond Adv Mutual Fund 237,698
Ridgeworth Investment Grade Bond I Mutual Fund 191,174
Federated Mid Cap Index IS Mutual Fund 685,369
AllianceBernstein International
Growth A Mutual Fund 305,059
AllianceBernstein International
Value A Mutual Fund 29,409
Janus Adviser Small Company Value CI S Mutual Fund 121,929
*SunTrust Retirement Stable Asset Fund Common/Collective
Trust 1,642,938
----------
20,705,159
*Participant loans Loans with
interest ranging
from 5.00% to
9.25% 1,394,988
----------
$ 22,100,147
------------
* 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/ John D. Milton, Jr.
------------------------------
John D. Milton, Jr.
Vice President, Chief
Financial Officer, and Secretary
of Patriot Transportation Holding, Inc.
(Principal Financial Officer)
EXHIBIT INDEX
Exhibit No.
- -----------
23.1 Consent of Independent Registered Public Accounting Firm
dated June 22, 2009