SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended December 31, 2000
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:
MODIS PROFESSIONAL SERVICES, 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:
MODIS PROFESSIONAL SERVICES, 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, 2000
and 1999.
2. Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 2000.
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.
MODIS PROFESSIONAL SERVICES, 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
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MODIS PROFESSIONAL SERVICES, INC.
RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000 AND 1999 AND FOR THE YEAR ENDED DECEMBER 31, 2000
TABLE OF CONTENTS
Report of Independent Certified Public Accountants 3
Financial Statements:
Statements of Net Assets Available for Benefits as
of December 31, 2000 and 1999 4
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2000 5
Notes to Financial Statements 6
Supplemental Schedules:*
Schedule of Assets Held for Investment Purposes at End of Year 9
Schedule of Nonexempt Transactions 11
* 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.
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Report of Independent Certified Public Accountants
To the Participants and Administrator
of Modis Professional Services, 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 Modis Professional Services, Inc. (the "Company") Retirement Savings Plan
(the "Plan") at December 31, 2000 and 1999, and the changes in net assets
available for benefits for the year ended December 31, 2000 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 schedules of assets held
for investment purposes at end of year and 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 22, 2001
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Modis Professional Services, Inc. Retirement Savings Plan
Statements of Net Assets Available for Benefits
As of December 31, 2000 and 1999
2000 1999
Assets
Investments $ 125,895,198 $ 117,069,560
Receivables:
Participant contributions 990,634 920,527
Employer contribution 301,551 263,278
----------------- ----------------
Total receivables 1,292,185 1,183,805
Net assets available for benefits $ 127,187,383 $ 118,253,365
----------------- ----------------
The accompanying notes are an integral part of these financial statements.
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Modis Professional Services, Inc. Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2000
Investment income:
Net depreciation in fair value of investments $ (10,783,965)
Interest and dividends 718,331
Other 21,390
----------------
(10,044,244)
----------------
Contributions:
Participant 25,322,924
Participant rollovers 2,622,797
Employer 6,902,621
----------------
34,848,342
----------------
24,804,098
----------------
Benefits paid to participants 20,150,545
Other 35,944
----------------
Total deductions 20,186,489
----------------
Net increase prior to transfers 4,617,609
Transfers from merged plans 4,316,409
----------------
Net increase 8,934,018
Net assets available for benefits:
Beginning of year 118,253,365
----------------
End of year $ 127,187,383
----------------
The accompanying notes are an integral part of these financial statements.
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Modis Professional Services, Inc. Retirement Savings Plan
Notes to Financial Statements
December 31, 2000 and 1999
1. Description of Plan
The following description of the Modis Professional Services, Inc. (the
"Company") 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 the Company who have completed at least 375 hours of service
in any 3 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.
At December 31, 2000 investments also included the investments of the three
Plans merged on December 31, 2000 (shown in footnote 8).
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 7% 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, 2000, forfeited nonvested accounts
totaled approximately $932,000. These accounts will be used to reduce
employer contributions.
2. Summary of Significant Accounting Policies
Basis of Accounting - The financial statements of the Plan are prepared
under the accrual method of accounting.
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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.
Reclassification - Certain reclassifications have been made to the 1999
financial statements in order to conform to the presentation adopted for
2000.
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 Modis 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.
2000 1999
--------------- --------------
Strong Money Market $ 10,742,392 $ 10,322,988
Strong Mutual Funds pooled accounts:
Government Securities 10,305,293 8,371,798
Advisor Common 19,690,383 18,741,607
Growth 30,775,473 25,338,051
Growth and Income 10,129,065 7,131,765
Index 500 17,708,756 16,970,018
Schafer Value 8,732,285 9,091,957
During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value by $10,783,965 as follows:
Mutual funds $ (8,446,939)
Modis Stock Pool (2,337,026)
--------------
$(10,783,965)
--------------
-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 Modis 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.
Fees paid by the Company for the Plan for the investment management
services amounted to approximately $130,000 for the year ended December 31,
2000.
Employees can elect to allocate their contributions to the purchase of
Modis Company stock units, via the Modis Stock Pool Fund.
8. Merger of Subsidiary Plans
During 2000, the Plan was amended to include the defined contribution plans
of five subsidiaries. The following table details the subsidiary, merger
date and amounts of assets transferred into the Modis plan.
Subsidiary Date Amount
- -------------------------------------------------------- -------------------------------- -----------------
Integral Results, Inc. 401(k) Profit Sharing Plan
& Trust June 1, 2000 $ 399,742
The T1 Design 401(k) Savings Plan June 1, 2000 141,695
Data Management Consultants, Inc. 401(k) and
Profit Sharing Plan December 31, 2000 1,278,125
Open Management Software, Inc. 401(k) Plan December 31, 2000 904,398
UTEK, Inc. 401(k) Plan December 31, 2000 1,592,449
-----------------
$ 4,316,409
-----------------
The assets for the plans of Integral Results, T1 Design, Data Management
Consultants, Open Management Software and UTEK are included in investments
in the statement of net assets available for benefits as of December 31,
2000 and the changes in those assets, from the date of merger to December
31, 2000 are included in the statement of changes in net assets available
for benefits for the year ended December 31, 2000.
Two subsidiary 401(k) plans are scheduled to convert into the Plan before
December 31, 2001.
-8-
Supplemental Schedules
Modis Professional Services, Inc. Retirement Savings Plan
Schedule of Assets Held for Investment Purposes at End of Year
As of December 31, 1999
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 $ 10,742,392
Strong Mutual Funds:
* Strong Funds Government Securities 10,305,293
* Strong Funds Balanced 4,412,770
* Strong Funds Advisor Common 19,690,383
* Strong Funds Growth 30,775,473
* Strong Funds Growth and Income 10,129,065
* Strong Funds Index 500 17,708,756
* Strong Funds International Stock 4,451,311
* Strong Funds Opportunity 2,195,830
* Strong Funds Schafer Value 8,732,285
* Strong Funds Modis Stock Pool 1,464,820
MFS Mutual Funds:
* MFS Investment Management MFS Emerging Growth Fund 906,845
* MFS Investment Management Massachusetts Investors Trust 286,629
* MFS Investment Management MFS Bond Fund 42,451
* MFS Investment Management MFS Total Return Fund 192,147
* MFS Investment Management MFS Cash Reserve Fund 164,378
Alliance Money Markets:
* Alliance Capital Management Alliance Exchange Reserve, Class A 40,533
* Alliance Capital Management Alliance Exchange Reserve, Class C 81,469
* Alliance Capital Management Alliance Capital Reserve 71,866
Alliance Capital Mutual Funds:
* Alliance Capital Management Alliance Quasar Fund, Class A 32,798
* Alliance Capital Management Alliance International Fund, Class A 15,211
* Alliance Capital Management Alliance New Europe Fund, Class A 10,507
* Alliance Capital Management Alliance Premier Growth Fund, Class A 172,788
* Alliance Capital Management Alliance Technology Fund, Class A 61,833
* Alliance Capital Management Alliance Growth and Income Fund, Class A 51,949
* Alliance Capital Management Alliance All Asia Fund, Class A 1,134
* Alliance Capital Management Alliance Bond Fund Corporate Bond Portfolio, Class A 14,956
* Alliance Capital Management Alliance Real Estate Investment, Class A 7,080
* Alliance Capital Management Alliance Growth Fund, Class A 36,513
* Alliance Capital Management Alliance Growth Fund, Class C 143,579
* Alliance Capital Management Alliance Premier Growth Fund, Class C 77,060
* Alliance Capital Management Alliance All Asia Fund, Class C 2,145
* Alliance Capital Management Alliance Real Estate Investment, Class C 23,338
* Alliance Capital Management Alliance Technology Fund, Class C 195,564
* Alliance Capital Management Alliance New Europe Fund, Class C 14,980
* Alliance Capital Management Alliance Global Small Capital Fund, Class C 30,724
* Alliance Capital Management Alliance Bond Fund U.S. Government Portfolio, Class C 10,852
* Alliance Capital Management Alliance International Fund, Class C 18,667
* Alliance Capital Management Alliance Bond Fund U.S. Government Portfolio, Class A 4,130
* Alliance Capital Management Alliance Growth and Income Fund, Class C 103,462
* Alliance Capital Management Alliance Global Small Capital Fund, Class A 6,589
* Alliance Capital Management Alliance Worldwide Privatization Fund, Class A 6,453
* Alliance Capital Management Alliance Balanced Shares Fund, Class A 2,657
* Alliance Capital Management Alliance Quasar Fund, Class C 22,364
* Alliance Capital Management Alliance Bond Fund Corporate Bond Portfolio, Class C 11,719
* Alliance Capital Management Alliance Worldwide Privatization Fund, Class C 2,120
* Alliance Capital Management Alliance Balanced Shares Fund, Class C 3,085
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State Street Global Advisors Money Market:
* State Street Global Advisors SSGA Government Money Market 111,200
State Street Global Advisors Mutual Funds:
* State Street Global Advisors SSGA Life Solutions Income and Growth 29,344
* State Street Global Advisors SSGA Life Solutions Balanced Growth 23,505
* State Street Global Advisors SSGA S&P 500 Index 189,002
* State Street Global Advisors SSGA Life Solutions Growth 59,754
Fidelity Investments Mutual Fund:
* Fidelity Investments Fidelity Advisor Growth Opportunities 79,899
Putnam Investments Mutual Fund:
* Putnam Investments Putnam OTC & Emerging Growth 146,651
Janus Mutual Fund:
* Janus Janus Worldwide 265,045
* Participants Notes receivable with interest rates
ranging from 7% to 10.5% 1,511,846
---------------
$ 125,895,198
---------------
* Party-in-interest as defined by ERISA
** Not applicable as the plan has no nonparticipant-directed accounts.
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Modis Professional Services, Inc. Retirement Savings Plan
Schedule of Nonexempt Transactions
For the Year Ended December 31, 2000
Description of
Relationship transactions
to plan, including Expenses
employer, or maturity date, incurred in Net (gain)
Identity of other rate of interest, connection Cost Value or loss
Party party-in- collateral, par or Purchase Selling Lease with of of on each
Involved interest maturity value Price Price Rental Transaction Asset Asset transaction
- -------------- --------------- ----------------------- -------- ------- ------ ------------- ----- ----- ---------------
Modis Plan Sponsor Employer segregrated N/A N/A N/A N/A N/A N/A $4,472
Professional employee contributions
Services, after the 15th
Inc. 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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