-----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, RuwJYccWVph7UFeS8QqiZwoLyXeBKsyomTeM7Y1TvRHsi4gjaTpdEwi4NrBlGriq PJrTZpGPlFtJGPCu9UPipw== 0000924646-04-000006.txt : 20040204 0000924646-04-000006.hdr.sgml : 20040204 20040204092656 ACCESSION NUMBER: 0000924646-04-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040204 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040204 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24484 FILM NUMBER: 04564840 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: MODIS PROFESSIONAL SERVICES INC DATE OF NAME CHANGE: 19981001 FORMER COMPANY: FORMER CONFORMED NAME: ACCUSTAFF INC DATE OF NAME CHANGE: 19940606 8-K 1 form8k.txt MPS GROUP FORM 8-K DATED FEBRUARY 4, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 4, 2004 ------------------------------------------------ Date of Report (Date of earliest event reported) Commission File Number 0-24484 MPS Group, Inc. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Florida 59-3116655 --------------------------------- ----------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1 Independent Drive, Jacksonville, Florida 32202 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (904) 360-2000 ---------------------------------------------------- (Registrant's telephone number, including area code) Item 7. Financial Statements, Pro Forma Information and Exhibits (c) Exhibits. Exhibit 99.1 Registrant's press release dated February 4, 2004. Item 12. Results of Operations and Financial Condition On February 4, 2004, MPS Group, Inc. (the 'Company') released a press release announcing financial results for the three months and year-end December 31, 2003. For the three months ended December 31, 2003, the Company recognized $283.9 million in revenue and a net loss of $16.0 million. For year-end December 31, 2003, the Company recognized $1,096.0 million in revenue and a net loss of $1.2 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information, including exhibits attached hereto, in this Current Report is being furnished and shall not be deemed 'filed' for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MPS Group, Inc. Date: February 4, 2004 /s/ Robert P. Crouch --------------------------------- Robert P. Crouch Senior Vice President, Treasurer and Chief Financial Officer EX-99 2 pressrelease.txt EX. 99.1 PRESS RELEASE DATED FEBRUARY 4, 2004 MPS Group Announces Fourth Quarter and Year-end 2003 Results Fourth Quarter Results at Top End of Management Guidance JACKSONVILLE, FL (February 4, 2004) - MPS Group, Inc. (NYSE:MPS), a leading provider of specialty staffing, consulting, and business solutions, today announced financial results for the fourth quarter and year ended December 31, 2003. Results for the fourth quarter were at the top end of the range of guidance previously provided by Company management. As previously announced in December 2003, the Company sold its outplacement unit, Manchester. Therefore, the Company is required to report the results of operations for Manchester and the related loss on its disposition as discontinued operations. In accordance with GAAP, the financial results of discontinued operations are reflected in the line item, "Income (loss) from discontinued operations, net of tax," for all periods presented. Fourth Quarter Financial Summary o Revenue of $284 million, up 3.4% sequentially versus the third quarter of 2003 and 4.2% versus the fourth quarter of 2002 o Diluted net income from continuing operations of $0.05 per common share o EBITDA of $12.5 million and operating income of $8.3 million o Cash balance of $124.8 million as of December 31, 2003 o Days sales outstanding (DSO) dropped to 52 days, down 8 days versus the fourth quarter of 2002 o Closed on a $150 million, three-year credit facility with no current borrowings that the Company may use in the future to pursue its growth strategy Fourth Quarter Business Unit Performance The Company's professional services division revenue grew 4.7% sequentially versus the third quarter of 2003. The legal services unit, Special Counsel, experienced its seventh consecutive quarter of sequential revenue growth. The finance and accounting staffing unit, comprised of Accounting Principals in the United States and Badenoch & Clark in the United Kingdom, grew revenues 4.4% sequentially versus the third quarter of 2003, which was aided by favorable changes in foreign currency exchange rates. The engineering unit, Entegee, grew revenues 4.7% sequentially versus the third quarter of 2003, perhaps indicating an improvement in demand in the manufacturing sector. In the fourth quarter, all of the Company's professional services division business units experienced year-over-year increases in revenue. Modis, the Company's information technology (IT) services division, experienced a sequential increase in revenue of 4.3% versus the third quarter of 2003. Most of this growth was driven by the Company's United Kingdom-based IT unit and resulted from improved client demand, good execution, and favorable changes in foreign currency exchange rates. The Company's North American IT services unit also showed improved performance with increases in average daily revenue and billable headcount during the course of the quarter. Idea Integration, the Company's IT solutions division, experienced reduced revenue sequentially versus the third quarter of 2003 due to seasonality and the final wind-down of a large project. Idea remained profitable on an EBITDA basis for the sixth consecutive quarter. Based upon current sales activity, improved client demand for IT solutions is anticipated in 2004. 2003 Summary Consolidated revenue in 2003 was $1.096 billion compared with 2002 revenue of $1.119 billion, with revenue increasing sequentially during each quarter of 2003. EBITDA for 2003 was $52.8 million and operating income was $35.8 million. Cash flow from operations in 2003 was $65.3 million. The Company's cash position improved by $57.9 million during 2003 with the cash balance increasing to $124.8 million at December 31, 2003. Throughout the course of 2003, the Company continued to invest in initiatives that will allow it to execute its growth strategy. Management Comments Timothy Payne, MPS Group Chief Executive Officer, stated, "While hiring activity still appears to be lagging the economic recovery, we are encouraged by the indications of improved client demand that we are seeing. Demand is clearly improving faster in our professional businesses, and we anticipate that demand in our IT businesses will continue to improve. Our people are the best in the industry, and with an improving business environment, we are looking forward to a year of growth in 2004." "We are encouraged by the increase in average daily revenue that we have experienced throughout January and we anticipate further growth in average daily revenue for the remainder of the first quarter of 2004," stated Robert Crouch, MPS Group Chief Financial Officer. "Therefore, we expect our revenue and diluted net income per common share for the first quarter to be in the range of $285 million to $295 million and $0.04 to $0.06, respectively. These expectations represent an increase from the first quarter of 2003 revenue and diluted net income per common share from continuing operations of $264 million and $0.03, respectively." Conference Call Scheduled Today The live broadcast of MPS Group's conference call will begin at 10:00 a.m. Eastern Time today. The link to this event may be found at the Company's website: www.mpsgroup.com. If you do not have Internet access, you may listen to the call by dialing (913) 981-5509. If you are unable to participate at that time, online and telephonic replays will be available two hours after the call ends and will continue until 8:00 p.m. on February 11. To access the telephonic replay, please dial (719) 457-0820 and enter 792853 when prompted for the reservation code. The link for the online replay may also be found on the Company's website. About MPS Group MPS Group is a leading provider of staffing, consulting, and solutions in the disciplines of information technology, finance and accounting, law, engineering, and healthcare. MPS Group delivers its services to government entities and businesses in virtually all industries throughout the United States, Canada, the United Kingdom, and Europe. A Fortune 1000 company with headquarters in Jacksonville, Florida, MPS Group trades on the New York Stock Exchange. For more information about MPS Group, please visit www.mpsgroup.com. Except for materials described above, none of the information on our website should be considered included in this release. Forward-Looking Statements The statements contained in this press release should be considered forward-looking statements that are subject to risks, uncertainties or assumptions described above and may be affected by other factors, including but not limited to: fluctuations in the economy and financial markets in general and in the Company's industry segments in particular; industry trends towards consolidating vendor lists; the demand for the Company's services, including the impact of changes in utilization rates; consolidation or bankruptcy of major customers; the effect of competition, including the Company's ability to expand into new markets and to maintain profit margins in the face of pricing pressures; the Company's ability to retain significant existing customers or obtain new customers; the Company's ability to recruit, place and retain consultants and professional employees; the Company's ability to identify and complete acquisition targets and to successfully integrate acquired operations into the Company; possible changes in governmental regulations affecting the Company's operations, including possible changes to regulations relating to benefits for consultants and temporary personnel; unexpected fluctuations in interest rates or foreign currency exchange rates; loss of key employees; and other factors discussed in the Company's filings with the Securities and Exchange Commission. In some cases, you can identify forward-looking statements by terminology such as "will," "may," "should," "could," "expects," "plans," "hopes," "indicates," "projects," "anticipates," "perhaps," "believes," "estimates," "appears," "predicts," "potential," "continues," "would," or "become," or the negative of these terms or other comparable terminology. Readers are urged to review and consider the factors discussed in our Form 10-K for 2002 and in subsequent filings with the Securities and Exchange Commission. Should one or more of these risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of the Company may vary materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are based on beliefs and assumptions of the Company's management and on information then currently available to management. Undue reliance should not be placed on such forward-looking statements. Forward-looking statements are not guarantees of performance. Such forward-looking statements were prepared by the Company based upon information available at the time of such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events. MPS Group, Inc. Unaudited Operating Highlights (in thousands, except per share amounts)
Three Months Ended Year Ended December 31, December 31, ------------------------- ------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Operating Highlights: Revenue: Professional Services $ 138,450 $ 116,833 $ 514,100 $ 459,343 IT Services 130,666 134,941 511,739 575,312 IT Solutions 14,815 20,631 70,191 84,501 --------- --------- --------- --------- Total revenue 283,931 272,405 1,096,030 1,119,156 Gross profit: Professional Services 39,457 34,649 147,365 134,113 IT Services 28,915 29,336 114,704 122,294 IT Solutions 4,485 7,319 25,071 28,431 --------- --------- --------- --------- Total gross profit 72,857 71,304 287,140 284,838 --------- --------- --------- --------- General and administrative expenses 60,606 57,362 234,614 235,673 Lease restructuring (recapture) charge (284) 8,967 (284) 8,967 Impairment of investment - 16,165 - 16,165 Depreciation and intangibles amortization 4,203 5,449 17,009 20,256 --------- --------- --------- --------- Total operating expenses 64,525 87,943 251,339 281,061 --------- --------- --------- --------- Operating income (loss) 8,332 (16,639) 35,801 3,777 Interest and other expense, net 382 (186) 553 (3,947) --------- --------- --------- --------- Income (loss) from continuing operations before provision for income taxes and cumulative effect of accounting change 8,714 (16,825) 36,354 (170) Tax provision 3,441 6,954 14,519 13,832 --------- --------- --------- --------- Income (loss) from continuing operations before cumulative effect of accounting change 5,273 (23,779) 21,835 (14,002) Income (loss) from discontinued operations, net of tax (579) (225) (2,395) 1,410 Loss on disposition of discontinued operations, net of tax (20,675) - (20,675) - Cumulative effect of accounting change, net of tax - - - (553,712) --------- --------- --------- --------- Net loss $ (15,981) $ (24,004) $ (1,235) $ (566,304) ========= ========= ========= ========= Diluted net (loss) income per common share: From continuing operations before cumulative effect of accounting change $ 0.05 $ (0.23) $ 0.21 $ (0.14) From discontinued operations, net of tax (0.01) (0.00) (0.02) 0.01 From disposition of discontinued operations, net of tax (0.19) - (0.20) - From cumulative effect of accounting change, net of tax - - - (5.49) --------- --------- --------- --------- Diluted net loss per common share $ (0.15) $ (0.23) $ (0.01) $ (5.62) ========= ========= ========= ========= Diluted common shares outstanding 107,528 102,320 104,518 100,833 ========= ========= ========= ========= As of ---------------------- Dec. 31, Dec. 31, 2003 2002 --------- --------- Cash and cash equivalents $ 124,807 $ 66,934 Working capital 217,748 171,154 Total assets 893,702 892,974 Stockholders' equity 792,790 781,559
MPS Group, Inc. Reconciliation of Non-GAAP Financial Measures to Most Comparable GAAP Financial Measures (in thousands)
Three Months Ended Year Ended December 31, December 31, ------------------------- ------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- EBITDA $ 12,535 $ (11,190) $ 52,810 $ 24,033 Depreciation and intangibles amortization 4,203 5,449 17,009 20,256 --------- --------- --------- --------- Operating income (loss) 8,332 (16,639) 35,801 3,777 Interest and other expense, net 382 (186) 553 (3,947) --------- --------- --------- --------- Income (loss) from continuing operations before provision for income taxes and cumulative effect of accounting change 8,714 (16,825) 36,354 (170) Tax provision 3,441 6,954 14,519 13,832 --------- --------- --------- --------- Income (loss) from continuing operations before cumulative effect of accounting change 5,273 (23,779) 21,835 (14,002) Income (loss) from discontinued operations, net of tax (579) (225) (2,395) 1,410 Loss on disposition of discontinued operations, net of tax (20,675) - (20,675) - Cumulative effect of accounting change, net of tax - - - (553,712) --------- --------- --------- --------- Net loss $ (15,981) $ (24,004) $ (1,235) $ (566,304) ========= ========= ========= =========
Three Months Ended ---------------------------------------- December September June 31, 30, 30, ---------- ---------- ---------- 2003 2003 2003 ---------- ---------- ---------- Idea Integration EBITDA $ 40 $ 945 $ 3,356 Depreciation and intangibles amortization 723 738 799 --------- --------- --------- Operating income (loss) $ (683) $ 207 $ 2,557 ========= ========= =========
A reconciliation of Idea Integration's EBITDA to net income is not possible because the Company does not allocate taxes and interest at the divisional level. See the first quarter 2003 earnings release posted on our Website for this reconciliation for the three months ended September 30, 2002, December 31, 2002, and March 31, 2003. The term "Cash flow from operations" is a GAAP financial measure titled "Net cash provided by operating activities" on the Company's Consolidated Statement of Cash Flows. The term "Operating income (loss)" is a GAAP financial measure titled "Income (loss) from operations" on the Company's Consolidated Statement of Income. Supplemental Disclosure of Continuing Operations (in thousands, except per share amounts)
1Q2003 2Q2003 3Q2003 4Q2003 2003 ---------- ---------- ---------- ---------- ---------- Revenue $ 264,263 $ 273,167 $ 274,669 $ 283,931 $1,096,030 Gross profit percentage 25.4% 26.9% 26.8% 25.7% 26.2% Operating expenses 62,002 62,720 62,092 64,525 251,339 Depreciation and intangibles amortization 4,427 4,245 4,134 4,203 17,009 Operating income 5,003 10,861 11,605 8,332 35,801 Income (loss) from continuing operations before provision for income taxes 4,997 10,852 11,791 8,714 36,354 Income from continuing operations 2,934 6,463 7,165 5,273 21,835 Diluted net income per common share from continuing operations $ 0.03 $ 0.06 $ 0.07 $ 0.05 $ 0.21
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