-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F+KVit5sORfFq0boGD4/1CvLO8E2yCihX2VuDv8aptHnKJYZriAnvL2a/P/bpeiN MW8AHnHwgLxH/pYXD0HfFg== 0000924646-02-000012.txt : 20020628 0000924646-02-000012.hdr.sgml : 20020628 20020628144952 ACCESSION NUMBER: 0000924646-02-000012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MPS GROUP INC CENTRAL INDEX KEY: 0000924646 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 593116655 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24484 FILM NUMBER: 02691211 BUSINESS ADDRESS: STREET 1: 1 INDEPENDENT DR CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043602000 MAIL ADDRESS: STREET 1: 1 INDEPENDENT DR CITY: JACKSONVILLE STATE: FL ZIP: 32202 FORMER COMPANY: FORMER CONFORMED NAME: ACCUSTAFF INC DATE OF NAME CHANGE: 19940606 FORMER COMPANY: FORMER CONFORMED NAME: MODIS PROFESSIONAL SERVICES INC DATE OF NAME CHANGE: 19981001 11-K 1 ascii11k.txt MPS GROUP, INC. FORM 11K FOR 2001 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 for the fiscal year ended December 31, 2001 or ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ____________ to _____________ Commission File No. 000-24484 A. Full title and address of the plan, if different from that of the issuer named below: MPS GROUP, INC. RETIREMENT SAVINGS PLAN ONE INDEPENDENT DRIVE JACKSONVILLE, FLORIDA 32202 (904) 360-2000 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: MPS GROUP, INC. ONE INDEPENDENT DRIVE JACKSONVILLE, FLORIDA 32202 (904) 360-2000 REQUIRED INFORMATION The following financial statements and schedules have been prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended: 1. Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000. 2. Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001. 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 on this 28th day of June 2001. MPS GROUP, INC. RETIREMENT SAVINGS PLAN By: MODIS PROFESSIONAL SERVICES, INC. (Plan Administrator) By: /s/ Robert P. Crouch -------------------- Robert P. Crouch, Senior Vice President, Chief Financial Officer, Treasurer & Chief Accounting Officer 1
MPS GROUP, INC. RETIREMENT SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 AND 2000 AND FOR THE YEAR ENDED DECEMBER 31, 2001 TABLE OF CONTENTS Report of Independent Certified Public Accountants 3 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 4 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001 5 Notes to Financial Statements 6 Supplemental Schedules:* Schedule of Assets Held for Investment Purposes at End of Year 9 Schedule of Nonexempt Transactions 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.
2 Report of Independent Certifified Public Accountants To the Participants and Administrator of MPS Group, Inc. Retirement Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the MPS Group, Inc. Retirement Savings Plan (the "Plan") at December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, 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. 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 end of year and schedule of nonexempt transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Jacksonville, Florida June 14, 2002 3 MPS Group, Inc. Retirement Savings Plan Statements of Net Assets Available for Benefits As of December 31, 2001 and 2000
2001 2000 Assets Investments $ 125,313,940 $ 125,895,198 Receivables: Participant contributions 806,932 990,634 Employer contribution 232,218 301,551 ----------------- ---------------- Total receivables 1,039,150 1,292,185 Net assets available for benefits $ 126,353,090 $ 127,187,383 ----------------- ----------------
The accompanying notes are an integral part of these financial statements. 4 MPS Group, Inc. Retirement Savings Plan Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2001
Additions: Additions to net assets attributed to: Investment income: Interest and dividends $ 632,880 Other 100,224 ---------------- 733,104 ---------------- Contributions: Participants 22,972,739 Employer 6,003,995 ---------------- 28,976,734 ---------------- Total additions 29,709,838 ---------------- Deductions: Deductions from net assets attributed to: Net depreciation in fair value of investments 16,048,589 Benefits paid to participants 16,583,769 Other 194,191 ---------------- Total deductions 32,826,549 ---------------- Net increase prior to transfers (3,116,711) Transfers from merged plans 2,282,418 ---------------- Net decrease (834,293) Net assets available for benefits: Beginning of year 127,187,383 ---------------- End of year $ 126,353,090 ----------------
The accompanying notes are an integral part of these financial statements. 5 MPS Group, Inc. Retirement Savings Plan Notes to Financial Statements December 31, 2001 and 2000 1. Description of Plan The following description of the MPS Group, Inc. Retirement Savings 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 covering professional employees of MPS Group, Inc. (the "Company") who have completed at least 375 hours of service in any three consecutive month period or one year of service. To continue to vest in Company contributions, a participant must work at least 1,000 hours each year. 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 15% of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers one money market fund, nine mutual funds, and the Company stock as investment options for participants. The Company, at its discretion, contributes a uniform percentage of the amount of salary elected to be deferred. Contributions are subject to certain limitations. Participants Accounts - Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and (b) 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. Vesting - Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company's contribution portion of their accounts is based on years of continuous service. A participant is 100 percent vested after four years of credited service. In the event of death or total and permanent disability while under the Company's employment, all amounts credited to the participant's account as of the subsequent plan anniversary date are considered fully vested. Participant Loans - Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their account balance, whichever is less. The loans are collateralized by the balance in the participant's account and bear interest at rates that range from 5.75% to 10.5%, which were commensurate with local prevailing rates at the time of issuance as determined quarterly by the Plan administrator. Payment of Benefits - On termination of service due to death, disability, or retirement, a participant or participant's beneficiary will receive a lump sum amount equal to the value of the participant's vested interest in his or her account. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. Forfeiture Allocation - At December 31, 2001, forfeited nonvested accounts totaled approximately $88,000. These accounts will be used to reduce employer contributions. Also, in 2001, employer contributions were reduced by approximately $1,020,000 from forfeited nonvested accounts. 6 2. Summary of Significant Accounting Policies Basis of Accounting - The financial statements of the Plan are prepared under the accrual method of accounting. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles 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. Investment Valuation and Income Recognition - The Plan's investments are stated at fair value based upon quoted market prices. Shares of mutual funds and the MPS Stock Pool are valued at the net asset value of shares held by the Plan at year-end. The Plan presents in the statement of changes in net assets available for benefits the net depreciation in fair value of its investments which consists of the realized gains or losses and the unrealized gains and losses on these investments. 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. Risks and Uncertainties - The Plan provides for various investment options in any combination of fixed income securities and mutual funds. Investment securities are exposed to various risks, such as interest rate, market and credit. 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 at least 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 plan benefits and the statement of changes in net assets available for plan benefits. Benefits - Benefits are recorded when paid. 3. Investments The following presents investments that represent 5% or more of the Plan's assets.
2001 2000 --------------- -------------- Strong Money Market $ 14,624,684 $ 10,742,392 Strong Mutual Funds pooled accounts: Government Securities 13,455,207 10,305,293 Advisor Common 19,271,899 19,690,383 Growth 23,157,909 30,775,473 Growth and Income 11,186,130 10,129,065 Index 500 17,039,619 17,708,756 MultiCap Value 9,048,841 8,732,285 During 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $16,048,589 as follows: Mutual funds $(17,153,196) MPS Stock Pool 1,104,607 -------------- $(16,048,589) --------------
7 4. 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 will become 100% vested in their employer contributions. 5. Tax Status The Internal Revenue Service has determined and informed the Company by letter dated August 20, 1998 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 6. Financial Instruments Certain financial instruments potentially subject the Plan to concentrations of credit risk. These financial instruments consist of money market funds and pooled accounts with a mutual fund company. The Plan limits its credit risk by maintaining its accounts with what it believes to be high quality financial institutions. 7. Related Party Transactions Certain Plan investments are shares of mutual fund pooled separate accounts, the MPS Stock Pool Fund, and a money market account managed by Strong Funds. Strong Funds is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Employees can elect to allocate their contributions to the purchase of MPS stock units, via the MPS Stock Pool Fund. 8. Merger of Subsidiary Plans During 2001, the Plan was amended to include the defined contribution plans of two subsidiaries. The following table details the subsidiary, merger date and amounts of assets transferred into the MPS plan.
Subsidiary Date Amount - -------------------------------------------------------- -------------------------------- ----------------- Diversified Search, Inc. 401(k) Retirement Savings Plan June 30, 2001 $ 2,000,566 Custom Software Services, Inc. 401(k) Profit Sharing Plan and Trust October 2, 2001 281,852 ----------------- $ 2,282,418 -----------------
The assets for the plans of Diversified Search and Custom Software Services are included in investments in the statement of net assets available for benefits as of December 31, 2001 and the changes in those assets, from the date of merger to December 31, 2001 are included in the statement of changes in net assets available for benefits for the year ended December 31, 2001. Two subsidiary 401(k) plans are scheduled to convert into the Plan before December 31, 2002. 8 Supplemental Schedules MPS Group, Inc. Retirement Savings Plan Schedule of Assets Held for Investment Purposes at End of Year As of December 31, 2001
Identity of issue, Description of investment including borrower, lessor or maturity date, rate of interest, Current similar party collateral, par or maturity value Cost** Value - - ------------------------------- ---------------------------------------------------------- ----------- ----------------- * Strong Funds Strong Money Market $ 14,624,684 Strong Mutual Funds: * Strong Funds Government Securities 13,455,207 * Strong Funds Balanced 5,036,281 * Strong Funds Advisor Common 19,271,899 * Strong Funds Growth 23,157,909 * Strong Funds Growth and Income 11,186,130 * Strong Funds Index 500 17,039,619 * Strong Funds International Stock 4,075,530 * Strong Funds Opportunity 4,445,499 * Strong Funds MultiCap Value 9,048,841 * Strong Funds MPS Stock Pool 2,375,329 * Participants Notes receivable with interest rates ranging from 5.75% to 10.5% 1,597,012 --------------- $ 125,313,940 --------------- * Party-in-interest as defined by ERISA ** Not applicable as the plan has no nonparticipant-directed accounts.
9 MPS Group, Inc. Retirement Savings Plan Schedule of Nonexempt Transactions For the Year Ended December 31, 2001
Relationship to Description of transactions plan, employer or including maturity date, rate Identity of other party-in- of interest, collateral, par Net (gain) or loss Party Involved interest or maturitity value on each transaction - ----------------------------- ----------------------- ------------------------------ -------------------------- MPS Group, Inc. Plan Sponsor Employer segregrated $6,471 employee contributions after the 15th business day following the end of the month in which amounts were withheld from employee wages. During the year, the employer funded all earnings lost from late contributions to the respective employee.
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