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, 2006
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.
1801 Art Museum Drive
Jacksonville, Florida 32207
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Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Index
Page(s)
Reports of Independent Registered Certified Public Accounting firms..2-3
Financial Statements
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005............................................4
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006..........................................5
Notes to Financial Statements.......................................6-10
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2006 ...................................................11
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 Certified Public Accounting Firm
To the Participants and Administrator of
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
We have audited the accompanying statement of net assets available
for benefits of the Patriot Transportation Holding, Inc. Profit
Sharing and Deferred Earnings Plan (the Plan) as of December 31,
2006, and the related statement of changes in net assets available
for benefits for the year ended December 31, 2006. 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 audit.
We conducted our audit 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. We were not engaged to perform an
audit of the Plan's internal control over financial reporting.
Our audit 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
provides 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, 2006, and the changes in net
assets available for benefits for the year ended December 31,
2006, in conformity with accounting principles generally accepted
in the United States.
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, 2006 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 audit 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.
/s/ Hancock Askew & Co LLP
_____________________________
Hancock Askew & Co LLP
Savannah, Georgia
June 6, 2007
2
Report of Independent Certified Public Accountants
To the Participants and Administrator of
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
In our opinion, the accompanying statement of net assets available
for benefits presents 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 in conformity with accounting principles generally
accepted in the United States of America. This financial statement is
the responsibility of the Plan's management. Our responsibility is to
express an opinion on this financial statement based on our audit.
We conducted our audit of this statement 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 statement is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statement, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
______________________________
PricewaterhouseCoopers LLP
June 23, 2006
Jacksonville, Florida
3
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
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2006 2005
---- ----
Assets
Investments, at fair value
Investments $ 24,497,728 $ 22,128,560
Participant loans 1,363,947 1,194,552
---------- -----------
Total investments 25,861,675 23,323,112
---------- -----------
Contributions receivable
Employer 13,504 12,244
Employee 31,586 28,673
---------- -----------
Total contributions receivable 45,090 40,917
---------- -----------
Total assets 25,906,765 23,364,029
---------- -----------
Liabilities
Excess contributions payable - 6,690
---------- -----------
Total liabilities - 6,690
---------- -----------
Net assets available for
benefits $ 25,906,765 $ 23,357,339
----------- -----------
4
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
- ----------------------------------------------------------------
Additions to net assets attributed to
Investment income
Dividend and interest income $ 826,257
Net appreciation in fair value of investments 860,901
Other income-loan interest 83,788
-----------
Total investment income 1,770,946
-----------
Contributions
Employer 793,717
Employee 1,852,662
Rollovers 137,541
-----------
Total contributions 2,783,920
-----------
Total additions 4,554,866
-----------
Deductions from net assets attributed to
Distributions to participants 2,005,348
Administrative expenses 92
-----------
Total deductions 2,005,440
-----------
Net increase 2,549,426
-----------
Net assets available for benefits
Beginning of year 23,357,339
-----------
End of year $ 25,906,765
-----------
5
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Notes to Financial Statements
December 31, 2006 and 2005
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1. Description of the Plan
The following description of 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 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 pretaxannual
compensation, as defined in the Plan. Participants may also contribute
amounts representing distributions from other qualifieddefined benefit,
defined contribution or other qualifiedplans, the Company matches 50%
of the first 6% of the participant'sdeferred earnings contributions.
The Company may make adiscretionary contribution to the Plan each year
in an amountdetermined by the Board of Directors of the Company
subjectto certain limitations relating to the aggregate compensation
of participants. No discretionary contributions were made by the Company
for the 2005 or 2006 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
moneymarket fund, common/collective trust, mutual funds, Company stock
and Florida Rock Industries, Inc. 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.
6
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Notes to Financial Statements
December 31, 2006 and 2005
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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 immediately
following plan. Unallocated forfeitures totaled $195,860 and
$96,896 at December 31, 2006 and 2005, respectively.
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. Loans 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.
7
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Notes to Financial Statements
December 31, 2006 and 2005
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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 ofthe Company and of Florida Rock
Industries, Inc. are stated atfair value based upon quoted
market prices at year-end. Unitsor shares of mutual funds and
common/collective trusts arevalued at the net asset value of
shares held by the Plan at year-end. Loans to participants are
recorded at the unpaid balance ofthe individual loans as of year-
end, which approximate fair value.
The Plan presents in the statementof changes in net assets available
for benefits the net appreciationor depreciation in fair value of
investments which consists of therealized 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 andliabilities and changes therein,
and disclosure of contingentassets and liabilities. Actual
results could differ from thoseestimates.
Benefit Payments
Benefits are recorded when paid.
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.
8
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Notes to Financial Statements
December 31, 2006 and 2005
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3. Investments
Investments which exceeded 5% or more of the Plan's net assets at
December 31 are summarized as follows:
- ---------------------------------------------------------------------
2006 2005
STI Classic Prime Quality Money Market Fund $ 7,036,042 $ 6,850,270
Florida Rock Industries Inc. common stock 3,306,107 3,211,967
T. Rowe Price Growth Stock Fund-R 2,546,424 2,556,906
Vanguard 500 Index Fund 2,162,239 2,070,631
Patriot Transportation Holding, Inc. common stock 1,409,231 *
Participant loans 1,363,947 1,194,552
Longleaf Partners Fund 1,309,409 *
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*Did not represent 5% or more of Plan's net assets at December 31, 2005.
During 2006 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 $ 9,367
Mutual Funds 817,466
Common/collective trust 34,068
---------
Net appreciation in fair value of investments $ 860,901
=========
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. Certain
administrative expenses are paid for by the Company
without charge to the Plan. Such expenses amounted to
$19,880 for the year ended December 31, 2006, 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. Amendments
The Plan was amended to adopt a new Plan document,
the Defined Contribution Plan and Trust, a prototype
plan, sponsored by SunTrust Bank, on September 18,
2006. This adoption did not significantly change any
features of the Plan and did not retroactively
eliminate any optional form of benefits that were
available under the predecessor plan.
9
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Notes to Financial Statements
December 31, 2006 and 2005
7. Income Tax Status
The Plan, prior to amendment as discussed in note 6,
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 prototype Plan, adopted by
the Company subsequent to the amendment as discussed
in note 6, 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.
8. 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.
9. 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 contributions payable 6,690
-----------
Net assets available for benefits
per the form 5500 $ 23,364,029
-----------
10
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Schedule H line 4i - Schedule of assets (held at end
of year)
December 31, 2006
Description of investment
including maturity date,
Identity of issue borrower rate of interest, Current
or similar party collateral, par or value
maturity date Cost **
- -----------------------------------------------------------------------------------
*STI Classic Prime Quality Money
Market TSU-PMM Money Market $ 7,036,042
*Florida Rock Industries-Common Stock Common Stock 3,306,107
*Patriot Transportation Common Stock Common Stock 1,409,231
T. Rowe Price Growth Stock Fund-R Mutual Fund 2,546,424
Vanguard 500 Index fund Mutual Fund 2,162,239
T. Rowe Price Capital Appreciation Mutual Fund 808,997
Longleaf Partners Fund Mutual Fund 1,309,409
* STI Classic Life Vision Agg Grth I Mutual Fund 683,651
T. Rowe Price New Horizon Mutual Fund 788,299
*STI Classic Life Vision Moderate
Grth I Mutual Fund 688,669
Chase Growth fund Mutual Fund 535,554
T. Rowe Price US Treasury Intermediate Mutual Fund 244,371
Mainstay Small Cap Opportunity Mutual Fund 409,685
Templeton Foreign Fund Mutual Fund 490,641
T. Rowe Price Equity Income Fund A Mutual Fund 259,448
*STI Classic Life Vision Conservative
I Mutual Fund 169,602
MFS Research Bond Fund - A Mutual Fund 96,210
Fidelity Advisor Inflation Protected
Bond Mutual Fund 49,772
Federated Mid Cap Index IS Mutual Fund 317,146
*SunTrust Retirement Stable Asset Fund Common/Collective Trust 1,186,231
---------
$ 24,497,728
*Participant loans Loans with interest ranging 1,363,947
from 4.0% to 10.5% -0- -----------
$ 25,861,675
-----------
* Party-in-interest as defined by ERISA
** Cost not required for participant-directed investments
11
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)
12
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 333-62676) pertaining
to the Patriot Transportation Holding, Inc. Profit Sharing
and Deferred Earnings Plan of our report dated June 6,
2007, with respect to the financial statements and
supplemental schedule of the Patriot Transportation
Holding, Inc. Profit Sharing and Deferred Earnings Plan
included in this Annual Report (Form 11-K) for the year
ended December 31, 2006.
/s/ Hancock Askew & Co LLP
__________________________
Hancock Askew & Co LLP
June 26, 2007
13
EXHIBIT 23.1
Consent of Independent Registered Certified 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
Patriot Transportation Holding, Inc. Profit Sharing and
Deferred Earnings Plan, which appears in this Form 11-K.
/s/ Pricewaterhousecoopers LLP
_________________________________
PricewaterhouseCoopers LLP
Jacksonville, Florida
June 26, 2007
14