11-K 1 form11k20062.htm FORM 11K


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT

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 [NO FEE REQUIRED].

For the fiscal year ended March 31, 2006

OR

()

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

For the transition period from ____ to ____.

 

Commission File No. 0-23832

A. Full title of the plan and address of the plan, if different from that of the issuer named below:

PSS WORLD MEDICAL, INC. SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

PSS WORLD MEDICAL, INC.

4345 Southpoint Boulevard

Jacksonville, Florida 32216

REQUIRED INFORMATION

 

The PSS World Medical, Inc. Savings Plan (the “Plan”) is subject to the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). The following financial statements and schedules of the Plan have been prepared in accordance with the financial reporting requirements of ERISA.

 

 

PSS WORLD MEDICAL, INC. SAVINGS PLAN

 

March 31, 2006 and 2005

Table of Contents

 

 

 

 

 

Page(s)

 

 

Report of Independent Registered Public Accounting Firm

1

 

 

Financial Statements:

 

 

 

Statements of Net Assets Available for Benefits

2

Statement of Changes in Net Assets Available for Benefits

3

 

 

Notes to Financial Statements

4-8

 

 

Supplemental schedule *

 

Schedule H, Line 4i-Schedule of Assets (Held at End of Year)

9-10

 

 

 

 

 

* 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 the

PSS World Medical, Inc. Savings Plan:

We have audited the accompanying statements of net assets available for benefits of PSS World Medical, Inc. Savings Plan as of March 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended March 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 audits.

 

We conducted our audits in accordance with 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. 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 PSS World Medical, Inc. Savings Plan as of March 31, 2006 and 2005, and the changes in net assets available for benefits for the year ended March 31, 2006, in conformity with U. S. generally accepted accounting principles.

 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i-Schedule of Assets (Held at End of Year) as of March 31, 2006, is presented for the purpose of additional analysis and is not a required part of the basic 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. This supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

August 17, 2006

Certified Public Accountants

 

 

 

 

1

 

 

PSS WORLD MEDICAL, INC. SAVINGS PLAN

Statements of Net Assets Available for Benefits

March 31, 2006 and 2005

 

 

 

 

 

 

 

2006

 

2005

 

Assets

 

 

 

 

 

 

 

Investments, at fair value

 

$

113,992,306

 

$

84,941,449

 

Receivables:

 

 

 

 

 

 

 

Employer contribution

 

 

26,358

 

 

16,581

 

Other

 

 

 

 

1,474,281

 

Total receivables

 

 

26,358

 

 

1,490,862

 

Total assets

 

 

114,018,664

 

 

86,432,311

 

Liabilities

 

 

 

 

 

 

 

Other

 

 

 

 

1,079,788

 

Net assets available for benefits

 

$

114,018,664

 

$

85,352,523

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

 

 

 

2

 

PSS WORLD MEDICAL, INC. SAVINGS PLAN

Statements of Changes in Net Assets Available for Benefits

Year ended March 31, 2006

 

 

 

 

 

 

 

2006

 

 

 

 

 

 

Additions to net assets available for benefits:

 

 

 

 

Investment Income:

 

 

 

 

Dividends and interest income

 

$

1,694,644

 

Net appreciation in fair value of investments

 

 

23,644,145

 

Total investment income

 

 

25,338,789

 

Contributions:

 

 

 

 

Participant

 

 

8,747,421

 

Employer

 

 

1,542,507

 

Rollovers from qualified plans

 

 

523,351

 

Total contributions

 

 

10,813,279

 

Total additions

 

 

36,152,068

 

Deductions from net assets available for benefits:

 

 

 

 

Benefits paid to participants

 

 

(7,475,815

)

Administrative expenses

 

 

(10,112

)

Total deductions

 

 

(7,485,927

)

Net increase

 

 

28,666,141

 

Net assets available for benefits:

 

 

 

 

Beginning of year

 

 

85,352,523

 

End of year

 

$

114,018,664

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

 

3

 

PSS WORLD MEDICAL, INC. SAVINGS PLAN

Notes to Financial Statements

March 31, 2006 and 2005

 

(1)

Description of Plan

The following description of PSS World Medical, Inc. Savings Plan (the “Plan”) provides only general information. Participants should refer to the plan document for a more complete description of the Plan’s provisions.

 

(a)

General

The Plan is a defined contribution retirement plan covering substantially all employees of PSS World Medical, Inc. and its subsidiaries (the “Company” or “employer”). The Plan was created under the provisions of Section 401(a) of the Internal Revenue Code (the “IRC”) and includes a qualified deferred arrangement, as described in Section 401(k) of the IRC, for the benefit of eligible employees of the Company. The Plan also has the features of an employee stock ownership plan (“ESOP”), whereby employee and employer contributions can be invested in PSS World Medical, Inc. common stock (the “Company’s stock”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, (“ERISA”), as amended.

 

(b)

Plan Administration

Effective December 31, 2004, Principal Financial Group purchased ABN AMRO Trust Services Company. All record keeping and trustee responsibilities were transferred from ABN AMRO Trust Services Company to Principal Financial Group (“Trustee”). Effective October 28, 2005, a record keeping conversion occurred where all investments were transferred from ABN AMRO Trust Services Company’s record keeping system to Principal Financial Group’s record keeping system.

 

(c)

Eligibility

Effective October 1, 2003, any employee of the Company is eligible to participate in the Plan upon completing 30 days of service. Plan entry dates are the first day of each month within the Plan year.

 

(d)

Contributions

The Plan is funded through voluntary employee salary deferrals and employer contributions. Participants can elect to defer up to 85% but not less than 1% of compensation, as defined by the Plan and as limited by requirements of the IRC. Participants who have attained age 50 before the close of the calendar year are eligible to make an additional elective deferral contribution. Participant elective contributions are invested by the Trustee in the investment options (mainly mutual funds and employer securities) as directed by the participant. The Plan also allows participants to make elective contributions from bonuses.

The Company may make the following types of contributions: (i) supplemental ESOP matching contributions, (ii) ESOP matching contributions, (iii) non-ESOP matching contributions, (iv) ESOP employer contributions, and (v) qualified nonelective contributions.

Supplemental ESOP Matching Contributions: For the Plan year ended March 31, 2006, the Company made no Supplemental ESOP Matching Contributions.

ESOP Matching Contributions: For the Plan year ended March 31, 2006, the Company made no ESOP Matching Contributions.

 

 

 

4

 

PSS WORLD MEDICAL, INC. SAVINGS PLAN

Notes to Financial Statements

March 31, 2006 and 2005

 

 

 

Non-ESOP Matching Contributions: The Company’s board of directors may elect annually to make a discretionary contribution in the form of a non-ESOP matching contribution (contributions to be invested at the direction of the participant). Such contributions are allocated to participants based on the formula established by the board of directors. The board of directors also determines the percentage of each participant’s elective contributions to be matched as well as the maximum amount of match to be contributed. A participant must make elective salary deferrals to be eligible for such matching contributions.

Non-ESOP Matching Contributions for each eligible participant are equal to the lesser of (i) 50% of a participant’s elective deferral amount up to 6% of a participant’s compensation for the Plan year or (ii) $1,250. This Non-ESOP Matching Contribution is subject to a six-year vesting schedule, as described in note 1(e), Vesting. The Non-ESOP Matching Contributions for the Plan year ended March 31, 2006 were $1,516,149.

ESOP Employer Contributions: There were no ESOP employer contributions for the Plan year ended March 31, 2006.

Qualified Nonelective Contributions: The Company’s Board of Directors may also elect annually to make qualified nonelective contributions. Such contributions may be allocated to a limited number of nonhighly compensated employees and are only made to eliminate potential discrimination with respect to participant elective contributions or employer matching contributions that would otherwise favor highly compensated employees. Qualified nonelective contributions for the Plan year ended March 31, 2006 amounted to $26,358.

 

(e)

Vesting

Participants are immediately vested in their contributions. Participants are vested in the Company’s ESOP matching contributions, Non-ESOP matching contributions, ESOP employer contributions, and earnings thereon based on years of continuous service, as defined in the Plan, according to the following schedule:

 

 

Less than two years of service

0%

Two years but less than three years

20%

Three years but less than four years

40%

Four years but less than five years

60%

Five years but less than six years

80%

Six years or more

100%

 

 

In the event of total and permanent disability or death, a participant shall become 100% vested in their account balance.

 

(f)

Forfeited Accounts

Nonvested portions of the Company’s discretionary contributions are forfeited as of a participant’s termination date and are used to reduce future Company matching contributions. During Plan year ended March 31, 2006, forfeitures of nonvested accounts totaled $65,436. At March 31, 2006 and March 31, 2005, forfeited, nonvested accounts of $199,245 and $133,809, respectively, were reflected in the accompanying statements of net assets available for benefits.

 

 

5

 

PSS WORLD MEDICAL, INC. SAVINGS PLAN

Notes to Financial Statements

March 31, 2006 and 2005

 

 

(g)

Benefits Paid to Participants

Upon retirement, death, disability, or other severance of employment, a participant or his/her beneficiary may elect to receive an amount equal to the value of the participant’s vested interest in the participant’s account. Balances in participant accounts are paid in a single lump sum. On December 26, 2003, the Plan was amended to comply with final regulations issued under Code Section 401(a)(9) regarding required minimum distributions.

Participants who have an account balance in the Company’s stock fund will have their account balances distributed in shares of the Company’s stock (with fractional shares paid in cash) or cash as elected by the participant with payment to the participant at their direction. On March 28, 2005, the Plan was amended to address federally mandated automatic rollovers, where certain distributions may be rolled over to an Individual Retirement Plan.

 

(h)

Participant Loans

The Plan does not permit participant loans.

 

(i)

Participant Accounts

Each participant’s account is credited with the participant’s contributions, allocations of the Company’s contribution, and an allocation of Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

(j)

Voting Rights

Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and is notified by the Transfer Agent of the Company prior to the time that such rights are to be exercised. The Trustee will vote any allocated shares according to the instructions given by a participant. If no instructions are given to the Trustee by a participant, the Trustee will vote any allocated shares on behalf of the collective best interest of plan participants and beneficiaries.

(2)

Summary of Significant Accounting Policies

 

(a)

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting.

 

(b)

Use of Estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principals requires the Plan’s management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates.

 

(c)

Income Recognition

Interest income is recorded as earned on the accrual basis of accounting. Dividend income is recorded on the ex-dividend date. Net appreciation in fair value of investments is allocated on a daily basis to participant accounts. Purchases and sales of investments are recorded on a trade date basis.

 

6

 

PSS WORLD MEDICAL, INC. SAVINGS PLAN

Notes to Financial Statements

March 31, 2006 and 2005

 

 

(d)

Investment Valuation

Investments in mutual funds are stated at fair value, which is based on published market quotations on national exchanges. Investments in common collective trusts are stated at the fair value of the underlying assets determined by the issuer. Money market funds are valued at cost, which approximates fair value. The Company’s common stock as of March 31, 2006 is valued at a unit value determined by the amount of shares of stock and cash held within the unitized stock fund.

 

(e)

Payment of Benefits

Benefits are recorded when paid.

 

(f)

Net Appreciation in Fair Value of Investments

Net realized gains (losses) from the sales of investments and the changes in the unrealized appreciation (depreciation) on investments held are recorded in the accompanying statement of changes in net assets available for benefits as net appreciation in fair value of investments.

 

(g)

Administrative Expenses

Administrative expenses reflected in the statement of changes in net assets available for benefits of $10,112 represent distribution fees paid by participants. All other Plan expenses were paid by the Company for the year ended March 31, 2006.

(3)

Investments

All investment elections are participant-directed funds. The following presents investments that represent 5% or more of the Plan’s net assets as of March 31, 2006 and 2005:

 

2006

2005

Description of Asset

Units

Value

Units

Value

PSS World Medical Inc. Common stock

2,221,188

$38,589,411

2,532,483

$26,350,339

ABN AMRO Growth Fund

456,155

10,546,291

427,045

9,343,748

William Blair Small Cap Growth Fund

360,595

9,595,413

--

--

Janus Mid Cap Value Fund

402,282

9,457,667

305,703

6,768,272

PIMCO Total Return Fund

895,106

9,246,427

795,142

8,408,948

ABN AMRO Income Plus Fund

1,334,327

7,931,155

1,057,933

6,050,670

Dreyfus S&P 500 Index

201,035

7,607,176

183,525

6,326,104

Oppenheimer Global Fund

82,575

5,868,597

66,338

3,863,534

Veredus Aggressive Growth Fund

--

--

450,899

8,075,608

 

During the year ended March 31, 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:

 

PSS World Medical, Inc. common stock

 

$

16,854,637

 

Mutual funds

 

 

6,547,396

 

Common collective trusts

 

 

242,112

 

Net appreciation in fair value of investments

 

$

23,644,145

 

 

 

 

7

 

PSS WORLD MEDICAL, INC. SAVINGS PLAN

Notes to Financial Statements

March 31, 2006 and 2005

 

(4)

Tax Status

The Internal Revenue Service has determined and informed the Company by a letter dated July 21, 2003, that the Plan and related trust are designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan continues to be designed and is currently being operated in compliance with the applicable requirements of the IRC and the Plan document.

(5)

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become fully vested in their employer contributions.

(6)

Related Party Transactions

At March 31, 2006 and 2005, the Plan owned 1,950,075 and 2,316,497 shares of the Company’s common stock, respectively, which represents approximately 2.9% and 3.6% of the outstanding common stock of the Company, respectively.

The employer contribution receivables at March 31, 2006 and 2005 represent Qualified Nonelective Contributions of $26,358 and $16,581, respectively.

(7)

Risk and Uncertainties

The Plan invests in various investment securities including the Company’s common stock (33% of net assets available for benefits at March 31, 2006), as described in note 3. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

 

 

 

 

 

 

8

PSS WORLD MEDICAL, INC. SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

March 31, 2006

 

Identity of party involved

Description of investment

Current Value

 

 

 

 

*

PSS World Medical

PSS World Medical, Inc. common stock

 

 

 

1,950,075 underlying shares

$ 38,589,411

 

ABN AMRO Asset Management

ABN AMRO Growth Fund

8,711,445

 

 

ABN AMRO Income Plus Fund

6,197,767

 

William Blair & Company

William Blair Small Cap Growth Fund

8,884,644

 

Janus Capital Group

Janus Mid Cap Value Fund

8,048,771

 

Pacific Investment Management Company

PIMCO Total Return Fund

4,071,941

 

Oppenheimer Funds

Oppenheimer Global Fund

4,870,671

 

The Dreyfus Family of Funds

Dreyfus S&P 500 Index

3,734,813

 

Alliance Capital Management

Alliance Growth & Income

2,246,219

 

American Funds Service Company

American Europacific Growth Fund

3,388,820

 

Royce & Associates

Royce Pennsylvania Mutual Fund

2,368,528

 

Goldman Sachs Asset Management

Goldman Sachs Growth Opportunities Fund

1,867,144

 

 

 

 

*

Principal Financial Group

PSS World Medical, Inc., Moderate Portfolio, 1,918,893 units

 

 

 

PIMCO Total Return Fund

4,171,489

 

 

Dreyfus S&P 500 Index

2,408,368

 

 

ABN AMRO Income Plus Fund

1,395,792

 

 

Alliance Growth & Income

1,127,660

 

 

ABN AMRO Growth Fund

1,122,982

 

 

Goldman Sachs Growth Opportunities Fund

874,204

 

 

Janus Mid Cap Value Fund

868,440

 

 

American Europacific Growth Fund

770,145

 

 

Oppenheimer Global Fund

603,425

 

 

Royce Pennsylvania Mutual Fund

459,051

 

 

William Blair Small Cap Growth Fund

454,265

 

 

 

14,255,821

*

Principal Financial Group

PSS World Medical, Inc. Moderate Aggressive Portfolio, 455,563 units

 

 

 

Dreyfus S&P 500 Index

739,743

 

 

PIMCO Total Return Fund

497,195

 

 

Alliance Growth & Income

448,313

 

 

ABN AMRO Growth Fund

375,427

 

 

Goldman Sachs Growth Opportunities Fund

272,816

 

 

Janus Mid Cap Value Fund

270,731

 

 

American Europacific Growth Fund

205,358

 

 

Oppenheimer Global Fund

205,170

 

 

ABN AMRO Income Plus Fund

167,666

 

 

Royce Pennsylvania Mutual Fund

140,202

 

 

William Blair Small Cap Growth Fund

139,752

 

 

 

3,462,373

 

 

 

 

*

Principal Financial Group

PSS World Medical, Inc. Aggressive Portfolio, 279,819 units

 

 

 

Dreyfus S&P 500 Index

628,609

 

 

Alliance Growth & Income

344,565

 

 

ABN AMRO Growth Fund

292,397

 

 

Goldman Sachs Growth Opportunities Fund

229,169

 

 

Janus Mid Cap Value Fund

227,465

 

 

American Europacific Growth Fund

182,702

 

 

Oppenheimer Global Fund

159,010

 

 

William Blair Small Cap Growth Fund

116,752

 

 

Royce Pennsylvania Mutual Fund

116,586

 

 

 

2,297,255

 

 

 

 

*

Principal Financial Group

PSS World Medical, Inc., Moderate Conservative Portfolio, 90,778 units

 

 

 

PIMCO Total Return Fund

273,606

 

 

ABN AMRO Income Plus Fund

90,077

 

 

Dreyfus S&P 500 Index

71,622

 

 

ABN AMRO Growth Fund

35,913

 

 

Alliance Growth & Income

35,809

 

 

Goldman Sachs Growth Opportunities Fund

30,382

 

 

Janus Mid Cap Value Fund

30,172

 

 

American Europacific Growth Fund

18,326

 

 

Oppenheimer Global Fund

18,107

 

 

 

604,014

 

 

 

9

 

 

 

Identity of party involved

Description of investment

Current Value

 

 

 

 

*

Principal Financial Group

PSS World Medical, Inc., Conservative Portfolio, 65,787 units

 

 

 

PIMCO Total Return Fund

232,196

 

 

ABN AMRO Income Plus Fund

79,853

 

 

Dreyfus S&P 500 Index

24,021

 

 

Oppenheimer Global Fund

12,214

 

 

Goldman Sachs Growth Opportunities Fund

12,181

 

 

Janus Mid Cap Value Fund

12,088

 

 

Alliance Growth & Income

11,989

 

 

ABN AMRO Growth Fund

8,127

 

 

 

392,669

 

 

 

$ 113,992,306

 

 

 

*

Party-in-interest as defined by ERISA

 

 

 

 

See accompanying independent auditors’ report.

 

10

 

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.

Date: August 29, 2006

PSS WORLD MEDICAL, INC. SAVINGS PLAN

 

 

 

 

By:

PSS World Medical, Inc., as Plan Administrator

 

By:

 

 


/s/ David M. Bronson

 

 

 

David M. Bronson

Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial and Accounting Officer)

 

 

 

EXHIBIT INDEX

 

Exhibit Number

 

 

 

23

Consent of Independent Registered Public Accounting Firm