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, 2007
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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TABLE OF CONTENTS
Page(s)
Report of Independent Registered Public Accounting Firm 3
Financial Statements
Statements of Net Assets Available for Benefits 4
Statement of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6-12
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 13
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, 2007 and 2006, and
the related statement of changes in net assets available for benefits
for the year ended December 31, 2007. 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.
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 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 at December 31, 2007 and 2006, and the changes in net assets
available for benefits for the year ended December 31, 2007, in conformity
with accounting principles generally accepted in the United States.
Our audits were 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, 2007 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 19, 2008
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
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2007 2006
---- ----
ASSETS
Investments, at fair value
Investments $ 27,062,954 $ 24,487,680
Participant loans 1,473,251 1,363,947
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Total investments, at fair value 28,536,205 25,851,627
Contributions receivable
Employer 15,651 13,504
Employee 38,289 31,586
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Total contributions receivable 53,940 45,090
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Net assets available for benefits at fair value 28,590,145 25,896,717
Adjustment from fair value to contract value
for fully benefit-responsive contracts (8,750) 10,048
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Net assets available for benefits $ 28,581,395 $ 25,906,765
============= ===========
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, 2007
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ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income
Dividend and interest income $ 1,132,516
Net appreciation in fair value of investments 1,583,325
Other income - loan interest 99,069
---------------
Total investment income 2,814,910
Contributions
Employer 845,880
Employee 2,003,900
Rollovers 103,465
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Total contributions 2,953,245
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Total additions 5,768,155
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants 3,093,134
Administrative expenses 391
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Total deductions 3,093,525
--------------
Net increase 2,674,630
Net assets available for benefits
Beginning of year 25,906,765
--------------
End of year $ 28,581,395
===============
Patriot Transportation Holding, Inc.
Profit Sharing and Deferred Earnings Plan
Notes to Financial Statements
December 31, 2007 and 2006
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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 2006 or 2007 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.
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
$121,900 and $195,860 at December 31, 2007 and 2006, respectively. Amounts
allocated were $196,180 in 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. 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.
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
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 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 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.
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 September 2006, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 157, Fair Value
Measurements (SFAS 157). SFAS 157 defines fair value, establishes a
framework for measuring fair value in accordance with generally
accepted accounting principles, and expands disclosures about fair
value measurements. The provisions of SFAS 157 are effective for fiscal
years beginning after November 15, 2007. In February 2008, the FASB
issued FASB Staff Position No. FAS 157-2, "Effective Date of FASB
Statement No.157" ("FSP FAS 157-2"), that delays the effective date
of SFAS 157's fair value measurement requirements for nonfinancial
assets and liabilities that are not required or permitted to be
measured at fair value on a recurring basis. Fair value measurements
identified in FSP FAS 157-2 will be effective for the fiscal year
beginning January 1, 2009. The adoption of SFAS 157 will primarily
impact the valuation of the financial instruments, as discussed a
bove, which we do not expect to materially impact the statement of
net assets available for plan benefits or statement of changes in
net assets available for plan benefits.
3. Investments
Investments which exceeded 5% or more of the Plan's net assets
at December 31 are summarized as follows:
2007 2006
STI Classic Prime Quality Money Market Fund $ 9,269,613 $ 7,036,042
Florida Rock Industries Inc. Common Stock * 3,306,107
T. Rowe Price Growth Stock Fund-R 2,353,436 2,546,424
Vanguard 500 Index Fund * 2,162,239
Vanguard 500 Index Signal 2,452,000 *
SunTrust Retirement Stable Asset Fund 1,671,418** *
Participant Loans 1,473,251 1,363,947
Longleaf Partners Fund 1,449,894 1,309,409
Patriot Transportation Holding, Inc. Common Stock 1,447,556 1,409,231
*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 $1,662,668 at December 31, 2007.
During 2007 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 $1,449,457
Mutual funds 75,811
Common/collective trust 58,057
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Net appreciation in fair value of
investments $ 1,583,325
==========
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. To reduce the
risk of market losses on these investments, 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 investment contracts earn 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, 2007
was 4.47% and the average yield of the underlying assets at December
31, 2007 was 4.75%.
In certain events, the amounts withdrawn from investment contracts
may be payable at fair value rather than contract value. These events
include termination of the Plan or the investment contracts 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. 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.
6. 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.
7. 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.
Effective April 1, 2007, the Plan was amended to allow in-service
distributions for eligible employees who have reached the age of
59 1/2 and to change the definition of included compensation for
purposes of calculating the employer matching contribution to
include compensation for the entire period regardless of when the
participant became eligible to participate in the Plan.
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.
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
acquired all of the common stock of Florida Rock Industries, Inc.
All investments in Florida Rock Industries, Inc. common stock were
exchanged for shares of 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
The Plan was amended effective January 1, 2008 to comply with the
final IRS Code Section 415 regulations. This amendment 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.
Description of investment
including maturity date, rate
Identity of issue borrower of interest, collateral, par or
Current
or similar party maturity date Cost **
value
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*STI Classic Prime Quality Money Market
TSU-PMM Money Market $ 9,269,613
*Vulcan Materials Co Common Stock Common Stock 844,088
*Patriot Transportation Common Stock Common Stock 1,447,556
T. Rowe Price Growth Stock Fund - R Mutual Fund 2,353,436
Vanguard 500 Index Signal Mutual Fund 2,452,000
T. Rowe Price Capital Appreciation Mutual Fund 949,165
Longleaf Partners Fund Mutual Fund 1,449,894
T. Rowe Price Retirement 2010 Fund - R Mutual Fund 76,357
T. Rowe Price New Horizon Mutual Fund 660,008
T. Rowe Price Retirement 2020 Fund - R Mutual Fund 150,658
Chase Growth fund Mutual Fund 1,013,841
T. Rowe Price US Treasury Intermediate Mutual Fund 285,209
T. Rowe Price Retirement 2030 Fund - R Mutual Fund 983,859
T. Rowe Price Retirement 2040 Fund - R Mutual Fund 881,879
T. Rowe Price Equity Income Fund A Mutual Fund 455,397
MFS Research Bond Fund - A Mutual Fund 157,326
Fidelity Advisor Inflation Protected Bond Mutual Fund 96,637
Federated Mid Cap Index IS Mutual Fund 531,102
AllianceBernstein International Growth A Mutual Fund 1,064,669
AllianceBernstein International Value A Mutual Fund 26,170
Janus Adviser Small Company Value CI S Mutual Fund 242,672
*SunTrust Retirement Stable Asset Fund Common/
Collective Trust 1,671,418
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27,062,954
*Participant loans Loans with
interest
ranging 1,473,251
from 5.00% ----------
to 9.25%
$ 28,536,205
------------
* 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 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-125099) pertaining to the Patriot
Transportation Holding, Inc. Profit Sharing and Deferred Earnings
Plan of our report dated June 19, 2008, 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, 2007.
June 19, 2008