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, 2003
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
MPS GROUP, INC.
RETIREMENT SAVINGS PLAN
INDEX
DECEMBER 31, 2003
Report of Independent Registered Certified 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
Supplemental Schedule:*
Schedule of Assets Held for Investment Purposes 7
Signatures 8
* 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.
</Table>
Report of Independent Registered Certified Public Accounting Firm
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, 2003
and 2002, and the changes in net assets available for benefits for the year
ended December 31, 2003 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 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. 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 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.
The 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.
PricewaterhouseCoopers LLP
Jacksonville, Florida
June 28, 2004
1
MPS Group, Inc. Retirement Savings Plan
Statements of Net Assets Available for Benefits
As of December 31, 2003 and 2002
2003 2002
Assets
Investments $ 108,955,152 $ 90,257,469
Receivables:
Participant contributions 340,032 467,857
Employer contribution 2,084,170 -
Plan mergers 1,481,637 -
----------------- ----------------
Total receivables 3,905,839 467,857
Net assets available for benefits $ 112,860,991 $ 90,725,326
================= ================
</Table>
The accompanying notes are an integral part of these financial statements.
2
MPS Group, Inc. Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2003
Additions:
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 2,345,273
Net appreciation in fair value of investments 19,561,369
----------------
Total investment income 21,906,642
----------------
Contributions:
Participants 12,012,636
Employer 2,084,170
Plan mergers 1,481,637
----------------
Total contributions 15,578,443
----------------
Total additions 37,485,085
----------------
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 15,306,147
Other, net 43,273
----------------
Total deductions 15,349,420
----------------
Net increase 22,135,665
Net assets available for benefits:
Beginning of year 90,725,326
----------------
End of year $ 112,860,991
================
</Table>
The accompanying notes are an integral part of these financial statements.
3
MPS Group, Inc. Retirement Savings Plan
Notes to Financial Statements
December 31, 2003 and 2002
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 at least
1,000 hours in one year. 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, up to Internal Revenue Service
allowable limit. 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
two common/collective trusts, twelve 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 at 25% per year of
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 5.00%
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 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.
Forfeiture Allocation - Forfeited nonvested accounts totaled approximately
$1,707,000 and $1,499,000 at December 31, 2003 and 2002, respectively.
These accounts will be used to reduce future employer contributions.
4
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 in
mutual funds and common stock are stated at fair value based upon quoted
market prices. Investments in common/collective trusts are stated at cost
which approximate fair value.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation 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.
2003 2002
--------------- --------------
Common/Collective Trusts
Merrill Lynch Equity Index Trust I $ 12,341,396 $ 10,398,306
Merrill Lynch Retirement Preservation Trust 14,938,069 14,893,187
Mutual Funds
Van Kampen Growth & Income Fund 9,927,568 7,759,329
Merrill Lynch Mid Cap Value Fund 11,024,675 8,443,350
Federated Kaufman Fund 15,952,840 11,699,845
Calvert Income Fund 14,478,142 13,951,333
Merrill Lynch Fundamental Growth Fund 16,792,123 14,110,733
During 2003, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $19,561,369 as follows:
Mutual funds $ 15,779,583
MPS stock 963,641
Common/collective trusts 2,818,145
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$ 19,561,369
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</Table>
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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 all amounts credited
to their account.
5. Tax Status
The Internal Revenue Service has determined and informed the Company by
letter dated August 30, 2002 that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (IRC).
The Plan has been amended since receiving the determination letter.
However, the Plan administrator believes the Plan is designed and is
currently being operated in compliance with the applicable provisions of
the IRC.
6. Financial Instruments
Certain financial instruments potentially subject the Plan to
concentrations of credit risk. These financial instruments consist of
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 funds, MPS Stock Pool Fund,
and common/collective trusts managed by Merrill Lynch Retirement Services.
Merrill Lynch 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.
8. Merger of Subsidiary Plans
On December 31, 2003, the Plan was amended to include the defined
contribution plans of three subsidiaries. The following table details the
subsidiary, merger date and amounts of assets transferred into the MPS
plan.
Subsidiary Amount
- -------------------------------------------------------- -----------------
Contract Staffing Group d/b/a Computer Consulting
Group Salary Reduction Plan and Test $ 724,765
Law Pros, Inc. 401(k) Plan 172,414
Elite Medical Search, Inc. Salary Reduction Plan and Test 584,458
The assets for these plans are included in contributions receivable in the
statement of net assets available for benefits as of December 31, 2003.
6
Supplemental Schedules
MPS Group, Inc. Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Year Ended December 31, 2003
Identity of issue, Description of investment including
borrower, lessor or maturity date, rate of interest, Current
similar party collateral, par or maturity value Value
- ------------------------------------------------- ------------------------------------------ -----------------
Cash Cash $ 132,876
* MPS Stock Common Stock 2,191,074
* Merrill Lynch Equity Index Trust I Common/Collective Trust 12,341,396
* Merrill Lynch Retirement Preservation Trust Common/Collective Trust 14,938,069
Davis NY Venture Fund Mutual Fund 851,815
Oakmark Equity & Income Fund Mutual Fund 383,445
Federated Kaufman Fund Mutual Fund 15,952,840
* Merrill Lynch US Government Mortgage Fund Mutual Fund 1,436,634
* Merrill Lynch Fundamental Growth Fund Mutual Fund 16,792,123
* Merrill Lynch Mid Cap Value Fund Mutual Fund 11,024,675
AIM Small Cap Growth Fund Mutual Fund 897,932
Seligman Communications & Information Fund Mutual Fund 410,017
Calvert Income Fund Mutual Fund 14,478,142
Templeton Foreign Fund Mutual Fund 5,379,801
Van Kampen Growth & Income Fund Mutual Fund 9,927,568
* Merrill Lynch Small Cap Value Fund Mutual Fund 778,734
* Participant Notes Receivable with interest
rates ranging from 5.0% to 10.5% Loans 1,038,011
---------------
$ 108,955,152
---------------
* Party-in-interest as defined by ERISA
</Table>
7
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.
MPS GROUP, INC.
As Plan Administrator of the MPS Group, Inc.
Retirement Savings Plan
/s/ Robert P. Crouch
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Robert P. Crouch
Senior Vice President,
Chief Financial Officer,
Treasurer & Chief Accounting Officer
July 13, 2004
8