UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996] |
For the fiscal year ended December 31, 2004
OR
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to ______________
Commission File Number 1-14557
A. Full title of the plan and address of the plan, if different from that of the issuer named below:
JACUZZI BRANDS, INC. RETIREMENT SAVINGS & INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
JACUZZI BRANDS, INC.
ANNUAL REPORT ON FORM 11-K ITEM 4
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Jacuzzi Brands, Inc. Retirement Savings & Investment Plan
Years ended December 31, 2004 and 2003
with Report of Independent Registered Public Accounting Firm
Jacuzzi Brands, Inc. Retirement Savings & Investment Plan
Annual Report on Form 11-K Item 4
Financial Statements and Supplemental Schedule
Years ended December 31, 2004 and 2003
TABLE OF CONTENTS
Page | ||||||||
The following financial information of the Plan is submitted herewith: |
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F-1 | ||||||||
Financial Statements |
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F-2 | ||||||||
F-3 | ||||||||
F-4 | ||||||||
Supplemental Schedule |
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F-11 | ||||||||
F-12 | ||||||||
F-13 | ||||||||
CONSENT OF ERNST & YOUNG LLP |
Report of Independent Registered Public Accounting Firm
The Benefits Committee
Jacuzzi Brands, Inc.
We have audited the accompanying statements of net assets available for benefits of Jacuzzi Brands, Inc. Retirement Savings & Investment Plan (the Plan) as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plans 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 Plans 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 Plans 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, and 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, 2004 and 2003, and the changes in its net assets available for benefits for the year ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.
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, 2004 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans 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.
/s/ Ernst & Young LLP Certified Public Accountants |
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June 30, 2005
West Palm Beach, Florida
F-1
Jacuzzi Brands, Inc. Retirement Savings & Investment Plan
Statements of Net Assets Available for Benefits
December 31, | ||||||||
2004 | 2003 | |||||||
Assets |
||||||||
Investments, at fair value |
$ | 53,451,656 | $ | 49,615,837 | ||||
Participants contributions receivable |
42,505 | 213,763 | ||||||
Employer contributions receivable |
374,915 | 322,058 | ||||||
Total assets |
53,869,076 | 50,151,658 | ||||||
Liabilities |
||||||||
Administrative expenses payable |
40,000 | 29,000 | ||||||
Net assets available for benefits |
$ | 53,829,076 | $ | 50,122,658 | ||||
See accompanying notes.
F-2
Jacuzzi Brands, Inc. Retirement Savings & Investment Plan
Statement of Changes in Net Assets Available for Benefits
Year ended | ||||
December 31, | ||||
2004 | ||||
Net assets available for benefits at beginning of year |
$ | 50,122,658 | ||
Additions: |
||||
Participants contributions |
3,423,703 | |||
Employer contributions: |
||||
Stock |
832,046 | |||
Cash |
374,915 | |||
Interest and dividend income |
1,158,155 | |||
Transfer from other plans |
822,976 | |||
Other receipts, net |
11,422 | |||
Deductions: |
||||
Distributions to participants |
7,741,275 | |||
Administrative expenses |
44,382 | |||
Net appreciation in fair value of investments |
4,868,858 | |||
Net assets available for benefits at end of year |
$ | 53,829,076 | ||
See accompanying notes.
F-3
Jacuzzi Brands, Inc. Retirement Savings & Investment Plan
1. Description of the Plan
The Jacuzzi Brands, Inc. Retirement Savings & Investment Plan (the Plan) is a defined contribution plan sponsored by Jacuzzi Brands, Inc. (the Company) established in order to encourage and assist employees of various Company wholly-owned subsidiaries in saving and investing payroll withholdings for purposes of receiving retirement benefits.
The following information is included as a general description of the Plan. For more detailed information, the Plan document is available at the Companys corporate office and at the personnel offices of the participating subsidiaries.
The Plan was amended on April 16, 2004, with an effective date of May 1, 2004, to change the definition of an Eligible Employee to those who are at least 21 years of age and who have been employed for 90 days from date of hire from the previous requirement which considered employees to be eligible when they worked at least 1,000 hours during a consecutive 12-month period. Participation in the Plan is available to all employees of the participating subsidiaries (other than those covered by a collective bargaining agreement, unless such agreement provides for participation).
On December 6, 2004 the Plan was amended to increase the maximum payroll deduction to 60% of the participants compensation, not to exceed $14,000 (subject to adjustment for inflation in accordance with Section 415(d) of the Internal Revenue Service Code), in 2005. This amendment to the Plan becomes effective January 1, 2005. Prior to this amendment, participants in the Plan were entitled to authorize a payroll deduction of 1% to 17% of wages in 1% increments for contribution into the Plan. The maximum pre-tax participant contribution allowed in 2004 and 2003 was $13,000 and $12,000, respectively. The Company matches 50% of the first 6% of pre-tax wages contributed by each participant. These matching contributions are invested directly in the Jacuzzi Brands, Inc. Company stock fund.
Participant contributions and earnings thereon are 100% vested immediately. A participant becomes 100% vested in Company contributions and earnings thereon three years from the date of hire of the participant or upon retirement, disability or death. Forfeiture of employer nonvested contributions reduce future employer contributions and/or payments for administrative expenses. During 2004 and 2003, such forfeitures were $30,091 and $38,176, respectively.
Participants are permitted to make hardship withdrawals if certain criteria are met. Generally, only one withdrawal is allowed in any 12-month period. As of January 1, 2005, in the event a participant makes a hardship withdrawal, the member shall be suspended from making Compensation Deferral Contributions for six (6) months following the withdrawal, which is a decrease from the prior restriction of twelve (12) months.
Participants are entitled to borrow against their account balance with a maximum repayment term of five years. The minimum amount a participant can borrow is $1,000. Total loans to a participant cannot exceed the lesser of $50,000 or 50% of the participants vested account balance.
F-4
Jacuzzi Brands, Inc. Retirement Savings & Investment Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
The amount of any loan is withdrawn in a ratio that is proportionate to the participants balance in each investment fund on the date of the borrowing. Loans bear interest at the Prime lending rate as of the end of the month prior to the date of the loan as published in The Wall Street Journal, plus 1%.
As loans are repaid, both the principal and interest are deposited into the participants accounts based on their current investment fund elections. On September 1, 2004 the plan was amended to permit two loans during a 12-month period effective as of the date of the amendment.
All investments of the Plan are held by MFS Heritage Trust, which fulfills the custodial responsibilities for the investments. MFS Reliance Trust fulfills all trustee responsibilities. The recordkeeping functions are performed by MFS Retirement Services (MFS).
In 2004, the Plan was amended in addition to those amendments discussed above as follows:
| To provide that as of January 1, 2005, the Plan will accept direct rollovers of any portion of an eligible rollover distribution that consists of after-tax employee contributions that would not otherwise be includible in the eligible employees taxable gross income. | |||
| To provide that as of January 1, 2005, members of the Plan, who have at least three (3) years of service, may direct that their employer matching contributions account be invested in increments of 1% in either employer securities or in one or more investment funds as prescribed from time to time by the committee; and, additionally, may elect to invest such accounts through the self-directed option program. | |||
| To provide that on March 8, 2004, the account balances of the Jacuzzi Profit-Sharing Plan and Trust, which terminated January 1, 2003, were to be transferred to the Plan. On March 19, 2004, $822,976 was transferred to the Plan. | |||
| To provide that as of January 1, 2004, the Plan will accept Catch-Up Contributions for those eligible employees who attained age 50 before the close of the Plan year. |
The Plan provides for investment opportunities in various mutual funds. In addition, participants are eligible to direct their contributions to the Fixed Fund Institutional Series, the Jacuzzi Brands, Inc. Common stock fund, and to a self-directed investment option.
The self-directed investment option allows participants access to a wide variety of securities listed on the New York Stock Exchange, American Stock Exchange, The Nasdaq Stock Market, and most over-the-counter markets. It also provides participants with access to a select number of mutual funds.
For all mutual funds, refer to the specific funds prospectus and annual report for a full description of each Funds investment holdings and significant concentrations of credit risk.
F-5
Jacuzzi Brands, Inc. Retirement Savings & Investment Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
The mutual fund prospectus and annual reports can be obtained by contacting the Jacuzzi Brands, Inc. Retirement Savings and Investment Plan Participant Service Center.
The Plan Sponsor has not expressed any intent to terminate the Plan, but is free to do so at any time. In the event of termination, affected participants automatically become fully vested to the extent of the balances in their individual accounts.
All trustee and recordkeeping expenses related to the administration of the Plan are paid by the Plan itself and are funded, to the extent available, from the application of forfeitures.
2. Significant Accounting Policies
Investment Valuation and Income Recognition
The Plans investments are stated at fair value which equals the quoted market price on the last business day of the Plan year. The shares of registered investment companies are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. The fair value of participation units in the common and collective trusts were based on the quoted redemption values for the underlying assets on the last business day of the year. The participant loans are valued at their outstanding balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting.
F-6
Jacuzzi Brands, Inc. Retirement Savings & Investment Plan
Notes to Financial Statements (continued)
3. Investments
The Plans investments (including investments bought, sold, as well as held and excluding participant loans of $874,480) appreciated in fair value in 2004 as follows:
Net | ||||||||
Appreciation | ||||||||
(Depreciation) | Fair Value | |||||||
in Fair Value | at End | |||||||
During Year | of Year | |||||||
Year ended December 31, 2004: |
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Jacuzzi Brands, Inc. common stock** |
$ | 1,801,603 | $ | 9,938,232 | ||||
Cash and cash equivalents |
| 107,372 | ||||||
Common and collective trust funds |
(426 | ) | 11,602,015 | |||||
Mutual funds |
2,771,759 | 27,442,156 | ||||||
4,572,936 | 49,089,775 | |||||||
Self-directed investment option: |
||||||||
Domestic governmental obligations/other |
27,570 | 90,155 | ||||||
Domestic listed equities |
50,491 | 2,066,674 | ||||||
Mutual funds |
217,861 | 841,169 | ||||||
Cash and short-term investment funds |
| 489,403 | ||||||
295,922 | 3,487,401 | |||||||
$ | 4,868,858 | $ | 52,577,176 | |||||
**Includes non-participant directed investments.
The fair value of individual investments that represent 5% or more of the Plans net assets at December 31 are as follows:
2004 | 2003 | |||||||
Mutual funds: |
||||||||
MFS Value Fund A |
$ | 11,653,454 | $ | 11,183,657 | ||||
MFS Research International Fund A |
3,735,272 | 3,388,349 | ||||||
Jacuzzi Brands, Inc. Common Stock** |
9,938,232 | 8,434,866 | ||||||
Common and collective trusts: |
||||||||
MFS Fixed Fund Institutional Series |
11,602,015 | 12,305,285 |
** Includes non-participant directed investments
F-7
Jacuzzi Brands, Inc. Retirement Savings & Investment Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of these investments, it is possible that changes in risks could materially affect participant 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.
4. Non-Participant Directed Investments
The Plan provides for a participant directed program in that it allows participants to choose among various investment alternatives. The Jacuzzi Brands, Inc. Company stock fund is the only fund which also includes non-participant directed investments, which are directed by Jacuzzi Brands, Inc. as specified under the Plan.
Information about the net assets and the significant components of the changes in net assets as of and for the years ended December 31, 2004 and 2003, relating to the Jacuzzi Brands, Inc. Company stock fund in the Plan, which includes both participant directed and non-participant directed investments, is as follows:
Year ended | Year ended | |||||||
December 31, | December 31, | |||||||
2004 | 2003 | |||||||
Net assets: |
||||||||
Jacuzzi Brands, Inc. common stock |
$ | 9,938,232 | $ | 8,434,866 | ||||
Contribution receivable |
374,915 | 322,058 | ||||||
$ | 10,313,147 | $ | 8,756,924 | |||||
For the year ended December 31, 2004 |
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Changes in net assets: |
||||||||
Participant contributions |
$ | 120,942 | ||||||
Employer contributions |
1,206,961 | |||||||
Net appreciation in fair value |
1,801,603 | |||||||
Dividends |
21,166 | |||||||
Withdrawals |
(1,618,885 | ) | ||||||
Interfund transfers |
28,304 | |||||||
Forfeitures |
(28,929 | ) | ||||||
Rollovers |
89,762 | |||||||
Administrative expenses |
(9,147 | ) | ||||||
Other receipts (disbursements), net |
(55,554 | ) | ||||||
Net appreciation in fair value during the year |
$ | 1,556,223 | ||||||
F-8
Jacuzzi Brands, Inc. Retirement Savings & Investment Plan
Notes to Financial Statements (continued)
5. Income Tax Status
The Plan has received a determination from the Internal Revenue Service (IRS) dated July 16, 2003, stating that 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 determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan sponsor believes the Plan is being operated in compliance with the applicable requirements of the Code, and, therefore, believes that the Plan is qualified and the related trust is tax exempt.
6. Subsequent Event
Subsequent to the Plans 2004 year-end, the Company disposed of substantially all of the assets of Eljer Plumbingware. As a result of the disposition, Eljer Plumbingware participants will no longer be active participants of the Plan.
F-9
Supplemental Schedule
F-10
Jacuzzi Brands, Inc. Retirement Savings & Investment Plan
EIN/PN: 22-3568449/200
Schedule of Assets (Held at End of Year)
December 31, 2004
(c) | ||||||||||||||
(b) | Description of Investment, | |||||||||||||
Identity of Issue, Borrower, | Including Maturity Date, Rate of | (d) | (e) | |||||||||||
(a) | Lessor or Similar Party | Interest, Par or Maturity Value | Cost | Current Value | ||||||||||
Cash and cash equivalents | ||||||||||||||
*
|
MFS Money Market fund | # | $ | 107,372 | ||||||||||
Mutual funds | ||||||||||||||
*
|
MFS Large Cap Growth Fund A | 13,580 units | # | 149,520 | ||||||||||
*
|
MFS Emerging Growth Fund A | 3,308 units | # | 105,709 | ||||||||||
*
|
MFS Bond Fund A | 147,125 units | # | 1,936,160 | ||||||||||
*
|
MFS Research Fund A | 1,439 units | # | 29,041 | ||||||||||
*
|
MFS Total Return Fund A | 80,039 units | # | 1,280,623 | ||||||||||
*
|
MFS Growth Opportunities Fund A | 10,259 units | # | 90,794 | ||||||||||
*
|
MFS High Income Fund A | 52,671 units | # | 211,210 | ||||||||||
*
|
MFS Capital Opportunities Fund A | 2,345 units | # | 31,276 | ||||||||||
*
|
MFS Global Growth Fund A | 5,912 units | # | 115,634 | ||||||||||
*
|
MFS Utilities Fund A | 26,167 units | # | 287,575 | ||||||||||
*
|
MFS Mid Cap Growth Fund A | 27,377 units | # | 244,749 | ||||||||||
*
|
MFS Strategic Growth Fund A | 7,530 units | # | 142,317 | ||||||||||
*
|
MFS Core Growth Fund A | 113,846 units | # | 1,880,736 | ||||||||||
*
|
MFS Value Fund A | 503,607 units | # | 11,653,454 | ||||||||||
*
|
MFS New Discovery Fund A | 37,137 units | # | 609,053 | ||||||||||
*
|
MFS Technology Fund A | 64,996 units | # | 598,611 | ||||||||||
*
|
MFS Research International Fund A | 236,709 units | # | 3,735,272 | ||||||||||
*
|
Investment Company of America | 18,984 units | # | 583,755 | ||||||||||
*
|
PIMCO Small Cap Value Fund A | 88,751 units | # | 2,559,571 | ||||||||||
*
|
ING Convertible Fund A | 19,450 units | # | 367,986 | ||||||||||
*
|
Lord Abbett Affiliated Fund A | 18,548 units | # | 298,244 | ||||||||||
*
|
MFS Strategic Value Fund A | 35,918 units | # | 530,866 | ||||||||||
27,442,156 | ||||||||||||||
Company common stock | ||||||||||||||
*
|
Jacuzzi Brands, Inc. Company Stock Fund | 429,693 units | 3,745,406 | 9,938,232 | ||||||||||
Common and collective trusts | ||||||||||||||
*
|
MFS Fixed Fund Institutional Series | 11,602,015 | N/A | 11,602,015 | ||||||||||
Equity securities | ||||||||||||||
Brokerage access-self directed investments | 3,487,406 | N/A | 3,487,401 | |||||||||||
*
|
Participant loans | 5.0% to 12.5% | N/A | 874,480 | ||||||||||
Total investments | $ | 53,451,656 | ||||||||||||
* Indicates party-in-interest to the Plan.
# Cost information has not been included because investment is participant-directed.
F-11
SIGNATURES
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 on its behalf by the undersigned hereunto duly authorized.
JACUZZI BRANDS, INC. RETIREMENT SAVINGS & INVESTMENT PLAN |
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Date: July 12, 2005 | By: | /s/ Lisa A. Casey | ||
Name: | Lisa A. Casey | |||
Title: | Director of Compensation and Benefits |
F-12