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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 001-09974
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Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan
(Full title of the plan and the address of the plan, if different from that
of the issuer named below:)
ENZO BIOCHEM, INC., 60 EXECUTIVE BOULEVARD, FARMINGDALE, NY 11735
(Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office)
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ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
TABLE OF CONTENTS
REPORT OF WATSON RICE LLP
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ......................... F-1
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 2004 AND 2003:
Statements of Net Assets Available for Benefits ..................... F-2
Statement of Changes in Net Assets Available for Benefits............ F-3
Notes to Financial Statements ....................................... F-4
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED
DECEMBER 31, 2004:
Schedule H, Item 4i --
Schedule of Assets Held at End of Year .............................. F-8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of
Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of Enzo Biochem, Inc. Salary Reduction Profit Sharing 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 Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing standards
as established by the Auditing Standards Board (United States) and in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. 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 as of
December 31, 2004 and 2003 and the changes in net assets available for benefits
for the year ended December 31, 2004 in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at the end of the year, 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. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit 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.
Watson Rice LLP
May 23, 2005
New York, New York
Page 2
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
2004 2003
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ASSETS
Cash $ 13,334 $ --
Investments at Fair Value:
Mutual funds 7,765,886 6,213,531
Common stock 2,289,847 1,685,349
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10,055,733 7,898,880
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Receivables:
Employer's contributions 351,579 282,239
Participants' contributions 19,258 480
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370,837 282,719
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Loans receivable - participants 218,831 235,312
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TOTAL ASSETS 10,658,735 8,416,911
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LIABILITIES
Benefit claims payable 6,333 --
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TOTAL LIABILITIES 6,333 --
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NET ASSETS AVAILABLE FOR BENEFITS $10,652,402 $ 8,416,911
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See notes to financial statements.
Page 3
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2004
Additions to Net Assets Attributed to:
Participants' contributions $ 885,264
Employer's contributions 351,579
Rollovers 24,149
Interest on loans to participants 11,413
Investment income 102,623
Net appreciation in fair value of investments:
Mutual funds 752,772
Common stock 190,241 943,013
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Total Additions 2,318,041
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Deductions from Net Assets Attributed to:
Benefits paid to participants 57,715
Administrative expenses 24,835
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Total Deductions 82,550
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Net increase in net assets 2,235,491
Net Assets Available for Benefits, Beginning of Year 8,416,911
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Net Assets Available for Benefits, End of Year $10,652,402
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See notes to financial statements.
Page 4
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION
The following description of the Enzo Biochem, Inc. Salary
Reduction Profit-Sharing Plan ("the Plan") provides only general
information. Participants should refer to the Plan Agreement, as
amended, for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering all eligible full
time employees of Enzo Biochem, Inc., Enzo Clinical Labs, Inc.,
Enzo Therapeutics, Inc. and Enzo Life Sciences (the "Companies")
who have completed three months of service and have attained age
twenty-one.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Eligible employees can elect to defer up to 17% of their
compensation, as defined by the Plan, limited to the maximum for
each year ($13,000 in 2004 and $12,000 in 2003) permitted by the
Internal Revenue Code. Effective January 1, 2002, catch-up
contributions are also permitted for participants who have
attained age 50 by December 31st, in accordance with Section
414(v) of the Code, in an amount up to a maximum of $3,000 in
2004, and $2,000 in 2003, without regard to the Plan limitation of
17% of compensation, bringing those participants' statutory
limitation to $16,000 for 2004 and $14,000 for 2003.
In addition, the Companies will contribute to the Plan a
discretionary matching contribution equal to 50% of the employees'
401(k) contribution, not to exceed 50% of 10% of the employee's
annual compensation. Participants who have completed a year of
service during the plan year and are actively employed as of the
last day of the plan year shall be deemed eligible to share in the
matching contribution for the year. In 2004 and 2003 the total
matching contributions were $351,579 and $282,239, respectively,
in the form of Enzo Biochem Inc. company stock.
PARTICIPANTS' ACCOUNTS
Contributions are invested in a choice of fourteen mutual funds
and the common stock of Enzo Biochem, Inc. (see Note 7).
Contribution selections are designated by the participants. Each
participant's account is credited with the participant's
contribution and allocations of (a) the Companies contributions
and, (b) Plan earnings, and charged with an allocation of
administrative expenses. Allocations are based on participant
compensation 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.
VESTING
Participants' contributed funds arising from salary reductions and
the earnings thereon, are fully vested at all times. Vesting in
the Companies' matching contribution and earnings thereon, is
ratable over four years of service. Any forfeited amounts shall be
applied to reduce future employers' contributions. For the years
ended December 31, 2004 and 2003, employer contributions were
reduced by forfeitures of approximately $7,000 and $0,
respectively.
Page 5
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION (CONTINUED)
LOANS TO PARTICIPANTS
Participants may borrow from their 401(k) accounts a minimum of
$1,000 up to a maximum of 50% of their vested account balance or
$50,000. Participants are entitled to borrow from their account
for a maximum loan term of five years unless the proceeds are used
to acquire a principal residence in which case it may exceed 5
years. The loans are secured by the participant's vested account
balance and bear a reasonable rate of interest. Principal and
interest is paid ratably through payroll deductions.
PAYMENT OF BENEFITS
On termination of service due to death, disability or retirement,
participants may elect to receive an amount equal to the value of
the participants' vested interest in their account in either a
lump sum amount or in various annuity options. For termination of
service due to other reasons, a participant may receive the value
of the vested interest in their account as a lump sum
distribution. Benefits are payable in the form of cash or
property.
OPERATING EXPENSES
Certain operating expenses of the Plan are absorbed by the Plan
Sponsor.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Plan's financial statements have been prepared in conformity
with accounting principles generally accepted in the United States
of America and under the accrual basis method of accounting.
The Plan's investments are stated at fair value except for its
benefit responsive investment contract which is valued at contract
value (Note 4). Investment earnings are reinvested in the
respective funds. Investment earnings include the Plan's
proportionate share of realized gains and losses on the disposal
of investments, and appreciation or depreciation in the fair value
of the underlying investments comprising the respective mutual
funds. All purchases and sales are recorded on a trade date basis.
The Plan presents in the statement of changes in net asset
available for benefits, the net appreciation in fair value of its
investments, which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those investments.
The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates.
Page 6
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 3: INVESTMENTS
The following table presents the fair values, as determined by
quoted market price, of the investments except for the
Metropolitan Life Insurance contract which is presented at
contract value:
2004 2003
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Enzo Biochem, Inc.* $ 2,289,847 $ 1,685,349
American Century Government Bond $ 188,121 $ 33,501
American Funds AMCAP Fund CL A $ 26,459 $ 167,211
American Funds American Balanced Fund CL A* $ 1,318,378 $ 1,115,300
American Funds Europacific Growth CL A* $ 1,174,844 $ 911,523
American Funds Washington Mutual
Investors Fund CL A* $ 2,117,271 $ 1,401,057
Baron Growth Fund $ 46,874 $ -
Federated Kaufmann Fund K $ 471,276 $ 327,550
Fidelity Contrafund* $ 673,476 $ 477,631
Fidelity Spartan US Equity Index Fund $ 178,479 $ 64,696
Freemont Bond Fund $ 6,481 $ -
Hotchkis & Wiley Mid Cap Value CL 1 $ 26,381 $ -
Janus Fund* $ 696,237 $ 571,213
Neuberger & Berman Genesis Fund Trust $ 319,346 $ 202,482
Metropolitan Life Ins Co - GIC $ 522,263 $ 387,198
Babson Value Fund $ - $ 425,814
Aim Invesco Dynamics Fund $ - $ 37,061
Aim Invesco Small Company Growth Fund $ - $ 13,967
Aim Invesco Technology Fund Investor CL $ - $ 66,829
Putnam New Opportunities Fd Sh Ben Int A $ - $ 10,498
* Denotes investments representing 5% or more of net
assets available for benefits at December 31, 2004.
NOTE 4: INVESTMENT CONTRACT WITH INSURANCE COMPANY
The Plan has a benefit-responsive investment contract with MetLife
Trust Company, National Association (MetLife). MetLife maintains
the contributions in separate accounts. The accounts are credited
with earnings on the underlying investments and charged for
participant withdrawals and administrative expenses. The contract
is included in the financial statements at contract value as
reported to the Plan by Counsel Trust Company. Contract value
represents contributions made under the contract, plus earnings,
less participant withdrawals and administrative expenses.
Participants may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value.
There are no reserves against contract value for credit risk of
the contract issuer or otherwise. The average yield and crediting
interest rates were approximately 3.7% for both 2004 and 2003.
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ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 5: PLAN TERMINATION
Although it has not expressed any intent to do so, the Companies
have the right under the Plan to discontinue their contributions
at any time and to terminate the Plan subject to the provisions of
ERISA.
NOTE 6: TAX STATUS
The Plan obtained its latest determination letter in February 2002
in which the Internal Revenue Service stated that the Plan was in
compliance with the applicable requirements of the Internal
Revenue Code.
NOTE 7: RELATED PARTY TRANSACTIONS
During 2004, the Plan purchased shares of stock in Enzo Biochem,
Inc., the parent company of the Plan sponsor, at market prices
totaling approximately $133,000. In addition, shares were sold, at
market prices totaling approximately $103,000. At December 31,
2004 and 2003 the Plan held Enzo Biochem, Inc. stock at market
prices totaling $2,289,847 and $1,685,349, respectively.
Fees paid by the Plan to the Plan administrators amounted to
$24,835 for the year ended December 31, 2004.
NOTE 8: RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment
securities are exposed to various risk 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
statement of net assets available for benefits.
Page 8
ENZO BIOCHEM, INC.
SALARY REDUCTIONS PROFIT SHARING PLAN
SCHEDULE H, ITEM 4i
SCHEDULE OF ASSETS HELD AT END OF YEAR
E.I.N. # 13-2869332
PLAN # 001
YEAR ENDED DECEMBER 31, 2004
DESCRIPTION OF
INVESTMENT INCLUDING
IDENTITY OF ISSUE, MATURITY DATE, RATE
BORROWER, LESSOR OR OF INTEREST, COLLATERAL,
SIMILAR PARTY PAR OR MATURITY VALUE COST CURRENT VALUE
(a) (b) (c) (d) (e)
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* Enzo Biochem, Inc. Common Stock $ 2,289,847
American Century Government Bond Mutual Fund $ 188,121
American Funds AMCAP Fund CL A Mutual Fund $ 26,459
American Funds American Balanced Fund CL A Mutual Fund $ 1,318,378
American Funds Europacific Growth CL A Mutual Fund $ 1,174,844
American Funds Washington Mutual Mutual Fund $ 2,117,271
Investors Fund CL A
Baron Growth Fund Mutual Fund $ 46,874
Federated Kaufmann Fund K Mutual Fund $ 471,276
Fidelity Contrafund Mutual Fund $ 673,476
Fidelity Spartan US Equity Index Fund Mutual Fund $ 178,479
Freemont Bond Fund Mutual Fund $ 6,481
Hotchkis & Wiley Mid Cap Value CL 1 Mutual Fund $ 26,381
Janus Fund Mutual Fund $ 696,237
Neuberger & Berman Genesis Fund Trust Mutual Fund $ 319,346
Metropolitan Life Ins Co. Guaranteed Investment $ 522,263
Contract
Participant Loans 5.00% - 9.50% $ -0- $ 218,831
* Party-in-interest.
See Independent Auditors' Report.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, a trustee of the below named employee benefit plan has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Enzo Biochem, Inc.
Salary Reduction Profit Sharing Plan
Date: June 29, 2005
/s/ Herbert Bass
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By: Herbert Bass
Trustee
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