UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT
TO
SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
(Mark One)
x
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the fiscal year ended: December 31,
2015
OR
¨
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the transition period from
to
.
Commission file number 001-36769.
A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below:
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Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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FRP Holdings, Inc.
200 W. Forsyth St., 7
th
Floor
Jacksonville, Florida 32202
TABLE OF CONTENTS
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Page(s)
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Report of Independent Registered Public Accounting Firm
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3
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Financial Statements
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Statements of Net Assets Available for Benefits
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4
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Statement of Changes in Net Assets Available for Benefits
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5
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Notes to Financial Statements
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6-10
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Supplemental Schedule
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Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
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11
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Report of Independent Registered Public
Accounting Firm
The Administrative Committee 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, 2015 and 2014, and the related statement of changes in net assets available for benefits for the year
ended December 31, 2015. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is
not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. We believe that our audits 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 as of December 31, 2015 and
2014, and the changes in net assets available for benefits for the year ended December 31, 2015, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying supplemental schedule of assets
(held at end of year) as of and for the year ended December 31, 2015 has been subjected to audit procedures performed in conjunction
with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management.
Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying
accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information
presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental
schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule
is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Hancock Askew & Co., LLP
Norcross, Georgia
June 27, 2016
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2015 and 2014
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December 31,
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2015
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2014
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ASSETS
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Investments, at fair value
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$
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28,525,397
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$
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27,677,880
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Receivables
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Employer contributions
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15,038
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1,722
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Employee contributions
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36,877
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5,111
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Notes receivable from participants
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1,335,055
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1,270,248
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Total receivables
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1,386,970
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1,277,081
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Total assets, at fair value
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29,912,367
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28,954,961
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Net assets available for benefits
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$
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29,912,367
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$
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28,954,961
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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
For the Year Ended December 31, 2015
Additions:
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Investment Income (loss):
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Dividend and interest income
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$
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1,069,729
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Net depreciation in fair value of investments
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(891,911
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)
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Other income
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1,975
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Total investment income
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179,793
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Interest on notes receivable from participants
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52,110
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Contributions:
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Employer
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807,706
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Employee
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1,912,767
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Rollovers
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78,183
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Total contributions
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2,798,656
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Total additions
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3,030,559
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Deductions:
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Benefits paid to participants
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(2,031,218
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Deemed distributions
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(26,947
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Administrative expenses
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(14,988
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Total deductions
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(2,073,153
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)
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Increase in net assets available for benefits
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957,406
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Net assets available for benefits:
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Beginning of year
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28,954,961
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End of year
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$
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29,912,367
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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, 2015 and 2014
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).
On January 30, 2015, the Company completed
the previously announced tax-free spin-off resulting in two independent, publicly traded companies, Patriot Transportation Holding,
Inc. and FRP Holdings, Inc., with the transportation business being spun off from the real estate businesses. In connection with
the separation, the Patriot Transportation Holding, Inc. Profit Sharing and Deferred Earnings Plan was restated effective January
30, 2015.
The Plan qualifies as a “multiple employer”
plan as described in Section 413(c) of the Internal Revenue Code. The Plan allows other affiliated employers to participate in
the Plan (“Participating Employers”), as it deems appropriate. All Participating Employers must adopt the Plan as written,
including but not limited to, using the same Trustee, incurring the same expense rate, and contributing at the same rates and same
times. Participating Employers are: FRP Holdings, Inc.; FRP Development Corporation; Florida Rock & Tank Lines, Inc. and Florida
Rock Properties, Inc.
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 2015 Plan year.
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
(if any) 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,
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 Bank FDIC Insured Account.
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.
Vesting in the Company's matching and discretionary
contributions plus actual earnings thereon is determined for each plan year based on years of service according to the following
schedule. A year of service is defined by the Plan as any Plan year in which the participant worked more than 1,000 hours.
Matching Contributions
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Vested
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Years of Service
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Percentage
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Less than 1
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0%
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1
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20%
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2
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40%
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3
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60%
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4
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80%
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5
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100%
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Profit Sharing Contributions
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Vested
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Years of Service
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Percentage
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Less than 2
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0%
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2
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20%
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3
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40%
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4
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60%
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5
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80%
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6
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100%
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Payment of Benefits
On termination of employment, death or disability
of a participant, or upon a participant election for an in-service distribution after age 59 1/2, 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 $78,833 and $77,701 at December 31, 2015 and 2014, respectively. $77,701 was reallocated
to eligible participants in 2015.
Notes Receivable from Participants
Participants may borrow from their accounts
a minimum of $1,000 and a maximum equal to the lesser of $25,000 or 50% of their vested account balance. Loans bear interest at
the prevailing rate used by commercial lending institutions. Participants may have two loans outstanding at any time. Loans are
secured by the participant's remaining vested account balance and bear interest at a rate commensurate with local prevailing rates,
ranging from 4.25% to 9.25% at December 31, 2015, as determined by the Plan’s administrator. Loan terms are limited to five
years except residential loans, which are payable up to 15 years. Principal and interest 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 and if not repaid, is considered a distribution.
When a participant defaults on a loan obtained
from the Plan, the Plan administrator will report the amount of default to the IRS as a distribution from the Plan. Loans in the
amount of $48,862 and $89,882 were in default for the Plan years ended December 31, 2015 and 2014, respectively. A participant’s
loan account equals the original principal amount less principal repayments.
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
Plan investments are reported at fair value.
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction
between market participants at the measurement date (an exit price). See Note 3 for further discussion of fair value measurements.
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. Cash equivalents and short-term investments
are valued at cost, 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.
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
In May 2015, the FASB issued ASU 2015-07,
Fair
Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent)
, which exempts investments measured using the net asset value (NAV) practical expedient in ASC 820,
Fair Value
Measurement
, from categorization within the fair value hierarchy. The guidance requires retrospective application and is effective
for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2015 with
early adoption permitted. The Company adopted the provisions of this new standard retrospectively effective as of January 1, 2015.
The adoption of this standard had no effect on the Plan’s net assets available for benefits or changes therein.
In July 2015, the FASB issued ASU 2015-12,
Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare
Benefit Plans (Topic 965): Part (I) Fully Benefit-Responsive Investment Contracts, Part (II) Plan Investment Disclosures,
Part (III) Measurement Date Practical Expedient.
This three-part standard simplifies employee benefit plan reporting with respect
to fully benefit-responsive investment contracts and plan investment disclosures, and provides for a measurement-date practical
expedient. Parts I and II are effective for fiscal years beginning after December 15, 2015 and should be
applied retrospectively, with early application
permitted. Part III is effective for fiscal years beginning after December 15, 2015 and should be applied prospectively, with
early application permitted. The Company adopted the provisions of Part I and II of this new standard as of January 1, 2015. Part
III is not applicable to this Plan. The adoption of this standard had no effect on the Plan’s net assets available for benefits
or changes therein.
3. Fair Value Measurement
The fair value measurement standard 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 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.
The following tables sets forth by level, within
the fair value hierarchy, the Plan's assets at fair value as of December 31, 2015 and December 31, 2014.
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Investment assets at Fair Value as of December 31, 2015
|
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Level 1
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Level 2
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Level 3
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Total
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Mutual funds
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$
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24,569,315
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|
|
|
—
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|
|
|
—
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$
|
24,569,315
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Interest bearing cash
|
|
2,133,011
|
|
|
|
—
|
|
|
|
—
|
|
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2,133,011
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|
Common stock
|
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1,823,071
|
|
|
|
—
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|
|
|
—
|
|
|
|
1,823,071
|
|
Total assets
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$
|
28,525,397
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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$
|
28,525,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Investment assets at Fair Value as of December 31, 2014
|
|
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Level 1
|
|
|
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Level 2
|
|
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Level 3
|
|
|
|
Total
|
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Mutual funds
|
$
|
23,738,302
|
|
|
|
—
|
|
|
|
—
|
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$
|
23,738,302
|
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Interest bearing cash
|
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2,063,269
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,063,269
|
|
Common stock
|
|
1,876,309
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,876,309
|
|
Total assets
|
$
|
27,677,880
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,677,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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 trustee are deducted from investment income. Additionally, the Plan holds an investment in the common stock of the Company.
The plan also issues notes to participants, which are secured by the balance in the participants’ accounts. These transactions
qualify as party-in-interest transactions.
5. 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.
6. Income Tax Status
The Plan has received a determination letter
from the Internal Revenue Service (“IRS”) dated October 13, 2011, stating the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to
this amendment by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to
maintain its qualification. To the extent operational errors in the Plan have been identified or are identified in the future,
the Plan Administrator has indicated that it will take the necessary steps, if any, to correct these errors. Otherwise, the Plan
Administrator believes that the Plan is designed and being operated in compliances with the applicable requirement so the Code
and, therefore, believes the Plan, as amended, is qualified and the related trust is tax-exempt.
Accounting principles generally accepted in
the United States of America require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement
effects of a tax positions are recognized when the position is more likely than not, based on the technical merits, to be sustained
upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as
of December 31, 2015, there are no uncertain tax positions taken or expected to be taken. The Plan has recognized no interest or
penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are
currently no audits for any tax period in progress.
7. 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 Statements of Net Assets Available for Benefits and the Statement of Changes in
Net Assets Available for Benefits.
While the Plan attempts to limit any financial
exposure, its deposit balances may, at times, exceed Federally-insured limits. The Plan has not experienced any losses on such
accounts. It is management’s opinion that the financial institutions used by the Plan are financially strong and, therefore
do not constitute significant risk.
8. Common Stock Purchase
The Plan previously allowed as an investment
option, investment in the common stock of Florida Rock Industries, Inc., previously a related party to the Company. 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.
9. Subsequent event
In preparing the financial statements, management
of the Plan has performed an evaluation of material events that occurred subsequent to December 31, 2015. There were no material
subsequent events that occurred that would require disclosure or recognition in these financial statements.
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Schedule H, Line 4i: Schedule of Assets
(Held at End of Year)
December 31, 2015
Plan Number 001, EIN 59-2924957
|
|
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Description of investment
|
|
|
|
including maturity date,
|
|
|
|
rate of interest,
|
|
|
|
|
Identity of issue borrower
|
|
collateral, par or
|
|
Current
|
|
or similar party
|
|
maturity value
|
Cost**
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
Federated Prime Obligations Fund SS
|
|
Mutual Fund
|
|
$
|
3,468,397
|
|
|
Vulcan Materials Co Common Stock
|
|
Common Stock
|
|
|
264,051
|
|
*
|
Patriot Transportation Common Stock
|
|
Common Stock
|
|
|
324,894
|
|
*
|
FRP Holdings Inc Common Stock
|
|
Common Stock
|
|
|
1,234,126
|
|
|
Vanguard 500 Index Signal
|
|
Mutual Fund
|
|
|
2,562,086
|
|
|
T. Rowe Price Retirement 2010 Fund - R
|
|
Mutual Fund
|
|
|
3,516,468
|
|
|
T. Rowe Price New Horizon
|
|
Mutual Fund
|
|
|
1,739,903
|
|
|
T. Rowe Price Retirement 2020 Fund - R
|
|
Mutual Fund
|
|
|
712,906
|
|
|
T. Rowe Price US Treasury Intermediate
|
|
Mutual Fund
|
|
|
527,858
|
|
|
T. Rowe Price Retirement 2030 Fund - R
|
|
Mutual Fund
|
|
|
1,689,024
|
|
|
T. Rowe Price Retirement 2040 Fund - R
|
|
Mutual Fund
|
|
|
1,856,140
|
|
|
T. Rowe Price Retirement 2050 Fund - R
|
|
Mutual Fund
|
|
|
96,351
|
|
|
T. Rowe Price Growth Stock R
|
|
Mutual Fund
|
|
|
619,533
|
|
|
American Century Inflat-Adj Bond Adv
|
|
Mutual Fund
|
|
|
98,504
|
|
|
Wells Fargo Adv Prem Large Co Growth
|
|
Mutual Fund
|
|
|
2,905,498
|
|
|
RidgeWorth Seix Core Bond I
|
|
Mutual Fund
|
|
|
436,747
|
|
|
Federated Mid Cap Index IS
|
|
Mutual Fund
|
|
|
997,472
|
|
|
Royce Opportunity Fund Service
|
|
Mutual Fund
|
|
|
308,609
|
|
|
Invesco International Growth Fund
|
|
Mutual Fund
|
|
|
643,518
|
|
|
JP Morgan US Equity – A
|
|
Mutual Fund
|
|
|
635,722
|
|
|
Dodge & Cox Stock Fund
|
|
Mutual Fund
|
|
|
675,504
|
|
|
MFS International Value R3
|
|
Mutual Fund
|
|
|
483,653
|
|
|
Putnam Equity Income Fund – A
|
|
Mutual Fund
|
|
|
595,4232
|
|
*
|
Suntrust Bank FDIC Insured Account
|
|
Interest bearing cash
|
|
2,133,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,525,397
|
|
*
|
Participant Loans
|
|
Loans with interest
|
|
|
|
|
|
|
rates ranging from
|
|
|
|
|
|
|
4.25% to 9.25%
|
|
|
|
|
|
|
maturing through 2030.
|
|
1,335,055
|
|
|
|
|
|
|
$
|
29,860,452
|
|
|
|
|
|
|
|
|
|
*
|
Party-in-interest as defined by ERISA
|
|
|
|
|
|
|
**
|
Cost not required for participant-directed investments
|
|
|
See accompanying
notes to the financial statements.
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.
|
|
|
Executive Vice President,
|
|
|
Chief Financial Officer, Treasurer
|
|
|
and Secretary of FRP Holdings, Inc.
|
|
|
(Principal Financial Officer)
|
EXHIBIT INDEX
Exhibit No.
23.1 Consent of Independent Registered Public
Accounting Firm dated June 27, 2016.
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