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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE PLAN 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 NUMBER 0-11527 .
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A. MPSI SYSTEMS INC. MATCHING INVESTMENT PLAN
B. MPSI SYSTEMS INC.
4343 SOUTH 118TH EAST AVENUE
TULSA, OKLAHOMA 74146
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MPSI SYSTEMS INC. MATCHING INVESTMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2000 AND 1999, AND FOR THE YEAR ENDED
DECEMBER 31, 2000
CONTENTS
Page No.
(a) Financial Statements:
(1) Report of Independent Auditors............................................................ 3
(2) Statements of Net Assets Available for Benefits .......................................... 4
(3) Statement of Changes in Net Assets Available for Benefits................................. 5
(4) Notes to Financial Statements ............................................................ 6
(5) Supplemental Schedule:
Schedule H; Line 4i: - Schedule of Assets (Held at End of Year)................. 10
(b) Signatures....................................................................................... 11
(c) Exhibits - None
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REPORT OF INDEPENDENT AUDITORS
Plan Administrator
MPSI Systems Inc. Matching Investment Plan
We have audited the accompanying statements of net assets available for benefits
of MPSI Systems Inc. Matching Investment Plan as of December 31, 2000 and 1999,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 2000. 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 in accordance with auditing standards generally accepted
in the 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. 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 at
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held (at end of year) as of December 31, 2000, is presented for purposes of
additional analysis and is not a required part of the 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 our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ ERNST & YOUNG LLP
Tulsa, Oklahoma
June 26, 2001
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MPSI SYSTEMS INC.
MATCHING INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 DECEMBER 31, 1999
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ASSETS
Investments, at fair value $ 5,095,159 $ 5,640,892
RECEIVABLES:
Employee contributions 23,803 31,060
Employer contributions 129,087 147,983
Accrued interest/dividends 21,885 64,363
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174,775 243,406
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NET ASSETS AVAILABLE FOR BENEFITS $ 5,269,934 $ 5,884,298
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See accompanying notes
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MPSI SYSTEMS INC.
MATCHING INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2000
ADDITIONS
Investment income (loss):
Net depreciation in fair
value of investments $ (1,201,712)
Interest and dividends 423,863
Contributions:
Employees 473,973
Employer 137,034
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Net additions (166,842)
DEDUCTIONS
Benefit payments 447,522
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Net decrease (614,364)
Net assets available for benefits, at beginning of year 5,884,298
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NET ASSETS AVAILABLE FOR BENEFITS, AT END OF YEAR $ 5,269,934
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See accompanying notes
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MPSI SYSTEMS INC.
MATCHING INVESTMENT PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2000
(1) DESCRIPTION OF THE PLAN
The following description of MPSI Systems Inc. Matching Investment Plan
("the Plan") provides only general information. Participants should refer
to the Summary Plan Description for a more complete description of the
Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering substantially all
employees of MPSI Systems Inc. and its wholly owned U.S. subsidiary,
DataMetrix Inc. (the "Company"). All employees of the Company meeting
eligibility requirements set forth in the Plan may participate in the
Plan as of January 1 and July 1 of the Plan year following their
completion of a six-month period of service. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
CONTRIBUTIONS
Each year, participants may contribute as salary deferrals up to 16% of
their annual compensation, as defined by the Plan. Participant
contributions in excess of 9% of a participant's salary may also be made
subject to certain limitations as designed to prevent the Plan from
failing Annual Tax Compliance Testing. A participant's interest in salary
deferrals and voluntary contributions is at all times fully vested. A
participant's interest in amounts attributable to employer contributions
is fully vested when employment terminates due to (1) retirement at age
65, (2) total and permanent disability or (3) death. When a participant's
employment terminates prior to meeting the above conditions, the
participant is fully vested in employer contributions only if the
participant either has completed five years of vesting service or has
satisfied one of the Plan's grandfathered vesting rules. The remaining
balance in the participant's "Company Contributions Account" is forfeited
and used to reduce future Company contributions. If the participant is
rehired within five years, the forfeited amounts may be restored to the
participant's accounts under certain circumstances.
The Company's accrued discretionary matching contribution is based upon
a Matching Percentage applied to the participants' qualifying
contributions. Participants' qualifying contributions equal the
aggregate of each participant's salary deferral and contributions up to
6% of that participant's earnings for the Plan year. The Company
Matching Percentage relative to qualifying participant contributions is
based upon the Operating Income Ratio of the Company (the ratio of the
operating income for the Company fiscal year ending with or within the
Plan year to the average operating income in the three prior fiscal
years), and is as follows:
Matching
Operating Income Ratio Percentage
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Under 1.01 50%
1.01, but less than 1.50 60%
1.50, but less than 1.75 70%
1.75, but less than 2.00 80%
2.00, but less than 2.25 90%
2.25 or over 100%
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In 2000, the Company Match was made in cash and allocated to participant
accounts based upon contribution elections made by each participant.
The Company's matching percentage was 50 percent for Plan year 2000, as
calculated below:
Year Ended December 31, 2000
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Net employee contributions
(including nonelective contributions) $ 473,973
Nonqualifying contributions (166,291)
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Qualifying employee contributions 307,682
Applicable matching percentage x 50%
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153,841
Forfeitures 16,807
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Company contribution $ 137,034
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INVESTMENT OPTIONS
Participants may direct their employee contributions and any Company
contributions into any of the investment options selected by the plan
administrator. One such investment option is the MPSI Stock Fund.
Because the Company has not filed certain of its periodic reports with
the Securities and Exchange Commission, the Form S-8 which registered
the shares related to the MPSI Stock Fund of the Plan is no longer
effective. Therefore employee contributions may no longer be invested in
the MPSI Stock Fund.
PARTICIPANT LOANS
A participant in the Plan may request a loan not in excess of the lesser
of: (1) 50% of the vested account balance or (2) $50,000. A participant
may have only one loan outstanding at any time. The repayment terms of
loans may not exceed five years except for loans used to acquire the
participant's principal residence which may not exceed ten years. Each
loan bears interest at a rate commensurate with market rates for similar
loans and repayments are made by payroll deduction.
PLAN TERMINATION
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. The Company has not expressed any intent to
terminate the Plan. However, on May 6, 2001, the Company's loan
agreement with its primary lender expired, and amounts owing under the
agreement became due. The Company is attempting to obtain alternate
financing of the outstanding debt. If the Company is unable to obtain
the additional financing and is required to repay the debt under the
loan agreement, it could be unable to fulfill its obligations to the
Plan. In the event of Plan termination, participants will become 100
percent vested in their accounts.
PAYMENT OF BENEFITS
On termination of service, a participant may receive a lump-sum amount
equal to the vested value of his or her account, or upon death,
disability or retirement, elect to receive annual installments over a
ten-year period.
Distributions are also permitted to satisfy a financial hardship, as
defined by the Plan.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis
of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
The investment in $.05 par value Common Stock of MPSI Systems Inc.
(hereinafter "Common Stock") was stated at the average bid and offer
prices quoted by the National Quotation Bureau. Investments in
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registered investment companies are stated at published market prices
which represent the net asset value of shares held by the Plan at year
end. Investments in money market funds are stated at par value, which
approximates fair value. Investments in common/collective trusts are
valued by the Trustee of the Plan based on the fair value of the
underlying assets. Participant loans are stated at cost, which
approximates fair value.
ADMINISTRATION OF THE PLAN
Committee members are appointed by the Company to administer the Plan.
The Company bears all costs associated with administering the Plan,
except for minor administrative expenses paid by the Plan.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
(3) INVESTMENTS
Investments are maintained by the trustee of the Plan, Merrill Lynch
Trust Company (the "Trustee") in accordance with trust agreements.
During 2000, the Plan's investments (including investments purchased,
sold as well as held during the year) appreciated/(depreciated) in fair
value as determined by quoted market prices for common stock and
published market prices for registered investment companies as follows:
Net Appreciation
(Depreciation)
in Fair Value of
Investments
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Corporate bonds and notes $ 2,220
MPSI common stock (154,382)
Registered investment companies (1,049,550)
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Total $ (1,201,712)
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The fair value of investments that represent 5% or more of the Plan's
net assets are as follows:
December 31,
2000
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Merrill Lynch Focus Fund $ 703,465
Merrill Lynch Global Allocation Fund 978,021
Merrill Lynch Retirement Preservation Trust 814,828
Merrill Lynch Equity Index Trust 622,620
Oppenheimer Total Return Fund 331,544
Seligman Communication Fund 282,298
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December 31,
1999
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Merrill Lynch Focus Fund $ 864,205
Merrill Lynch Global Allocation Fund 1,099,108
Merrill Lynch Retirement Preservation Trust 584,952
Merrill Lynch Equity Index Trust 612,569
Oppenheimer Total Return Fund 347,575
(4) RECONCILIATION TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
December 31,
2000 1999
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Net assets available for benefits per the financial statements $ 5,269,934 $ 5,884,298
Less: Receivables -- --
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Net assets available for benefits per the Form 5500 $ 5,269,934 $ 5,884,298
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(5) INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue
Service dated June 8, 1995, stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (the "Code") and, therefore,
the related trust is exempt from taxation. Once qualified, the Plan is
required to operate in conformity with the Code to maintain its
qualification. The plan administrator believes the Plan is being
operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is
tax exempt.
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MPSI SYSTEMS INC. MATCHING INVESTMENT PLAN
EIN: 73-1064024, PLAN #: 001
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2000
(a) (b) (c) (d) (e)
Description of Investment,
Identity of Issue, Borrower, Lessor Including Maturity Date, Rate of Current
of Similar Party Interest, Par or Maturity Value Cost Value
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REGISTERED INVESTMENT COMPANIES
* Merrill Lynch Focus Fund 66,053 Class B Shares ** $ 703,465
* Merrill Lynch Global Allocation Fund 75,933 Class B Shares ** 978,021
* Merrill Lynch Corporate Bond Fund 11,130 Class B Shares ** 124,057
* Merrill Lynch Healthcare Fund 6,022 Class B Shares ** 41,192
Oppenheimer Total Return Fund 28,145 Class A Shares ** 331,544
AIM Balanced 7,003 Class A Shares ** 210,730
AIM International Fund 1,154 Class B Shares ** 22,150
John Hancock Small Cap Fund 9,400 Class A Shares ** 107,728
Munder Net Net Fund 6,718 Class B Shares ** 233,323
Alliance Premier Growth Fund 6,342 Class B Shares ** 169,384
Seligman Communication Fund 11,158 Class B Shares ** 282,298
MFS Capital Opportunity Fund 10,517 Class A Shares ** 188,140
Mass Investors Growth Stock Fund 7,529 Class B Shares ** 129,044
COMMON/COLLECTIVE TRUST
* Merrill Lynch Retirement Preservation Trust 814,828 Units ** 814,828
* Merrill Lynch Equity Index Trust 6,784 Class B Shares ** 622,620
COMMON STOCK
* MPSI Systems Inc. 102,486 Common Shares ** 51,243
* LOANS TO PARTICIPANTS Interest rates range
from 8.73% to 10.5% -- 85,392
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-- $5,095,159
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* Indicates party-in-Interest to the Plan.
** Investments are participant directed, thus cost information is not
applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of the MPSI Systems Inc. Matching Investment Plan has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
MPSI SYSTEMS INC. MATCHING INVESTMENT PLAN
Name of Plan
Date: July 16, 2001 By \s\ William H. Webb, Jr.
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William H. Webb, Jr., Chairman
Administrative Committee
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