10-K 1 d10k.htm FORM 10-K Form 10-K
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 10-K

 


 

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2006

COMMISSION FILE NUMBER: 0-24484

 


MPS GROUP, INC.

(Exact name of registrant as specified in its charter)

 


 

Florida   59-3116655
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
1 Independent Drive, Jacksonville, FL   32202
(Address of principal executive offices)   (Zip Code)

(Registrant’s telephone number including area code): (904) 360-2000

 


Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, Par Value $0.01 Per Share   New York Stock Exchange
(Title of each class)   (Name of each exchange on which registered)

Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  x    No  ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

  Accelerated filer ¨   Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of common stock on, June 30, 2006, the last business day of the registrant’s most recently completed second fiscal quarter, as reported by the New York Stock Exchange, was approximately $1,559,549,128.

As of February 15, 2007 the number of shares outstanding of the Registrant’s common stock was 102,483,844.

DOCUMENTS INCORPORATED BY REFERENCE.

Portions of the Registrant’s Proxy Statement for its 2007 Annual Meeting of shareholders are incorporated by reference in Part III.

 



Table of Contents

This Annual Report on Form 10-K contains forward-looking statements that are subject to certain risks, uncertainties or assumptions and may be affected by certain factors, including but not limited to the specific factors discussed in Part I, Item 1A under ‘Risk Factors,’ in Part II, Item 5 under ‘Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities’, and Part II, Item 7 under ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.’ In some cases, you can identify forward-looking statements by terminology such as ‘may,’ ‘should,’ ‘could,’ ‘expects,’ ‘plans,’ ‘indicates,’ ‘projects,’ ‘anticipates,’ ‘believes,’ ‘estimates,’ ‘appears,’ ‘predicts,’ ‘potential,’ ‘continues,’ ‘can,’ ‘hopes,’ ‘perhaps,’ ‘would,’ or ‘become,’ or the negative of these terms or other comparable terminology. In addition, except for historical facts, all information provided in Part II, Item 7A, under ‘Quantitative and Qualitative Disclosures About Market Risk’ should be considered forward-looking statements. 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 such forward-looking statements.

Forward-looking statements are based on beliefs and assumptions of the Company’s management and on information currently available to such management. Forward looking statements speak only as of the date they are made, and the Company undertakes no obligation to publicly update any of them in light of new information or future events. Undue reliance should not be placed on such forward-looking statements, which are based on current expectations. Forward-looking statements are not guarantees of performance.

 

2


Table of Contents

TABLE OF CONTENTS

 

    PART I    Page
1.   BUSINESS    4
1A.   RISK FACTORS    9
1B.   UNRESOLVED STAFF COMMENTS    11
2.   PROPERTIES    11
3.   LEGAL PROCEEDINGS    11
4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS    11
  PART II   
5.  

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

   12
6.   SELECTED FINANCIAL DATA    14
7.  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   15
7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    26
8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA    27
9.  

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

   53
9A.   CONTROLS AND PROCEDURES    53
9B.   OTHER INFORMATION    54

PART III

Information required by Part III (Items 10-14) is to be included in the Registrant’s Definitive Proxy Statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report, and is hereby incorporated herein by reference.

PART IV

15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULE    54
  SIGNATURES    58

 

3


Table of Contents

PART I

 

ITEM 1. BUSINESS

References to “we”, “our”, “us”, “MPS” or the “Company” in this Annual Report on Form 10-K refer to MPS Group, Inc. and its consolidated subsidiaries, unless the context requires otherwise.

Overall

MPS Group, Inc. is a leading provider of business services with over 200 offices throughout the United States, Canada, the United Kingdom, and continental Europe. We deliver specialty staffing, consulting and business solutions to virtually all industries in the following disciplines, through the following primary brands:

 

Discipline

  

Brand(s)

Information Technology (IT) Services

   Modis®

Accounting and Finance

   Badenoch & Clark®, Accounting Principals®

Engineering

   Entegee®

Legal

   Special Counsel®

IT Solutions

   Idea Integration®

Healthcare

   Soliant Health®

Work Force Automation

   Beeline®

Our strategy is to focus on increasing revenue and profits, through a combination of internal growth and acquisitions, primarily within our core disciplines and, to a lesser extent, expansion into new specialties. Specifically, we aim to maintain a leadership position in our IT-related disciplines, while growing our professional-related disciplines both organically and through acquisitions, which should result in the Professional Services division providing a larger overall percentage contribution to our total revenue in the future. The key elements to our internal growth strategy include:

 

   

increasing penetration of existing markets and customer segments,

 

   

expanding current specialties into new and contiguous geographic markets,

 

   

concentrating on skill areas that value high levels of service, and

 

   

identifying and adding new practice areas.

We feel we are able to execute and profit from our internal growth and acquisition strategies due to our strong management team, our integrated and scalable back office support services, and to the continued development of our strategic management information systems. While we look to strengthen relationships with our clients, we are not dependent upon a single customer or a limited number of customers.

We target potential acquisitions that will either increase the geographic presence of our businesses or offer complementary service offerings. Our target acquisitions have generally ranged from $5 million to $25 million in annual revenue. Accordingly, we acquired six businesses in 2006 that contributed $65 million to our 2006 revenue. In 2005, we acquired three businesses that contributed $52 million to our 2005 revenue. In 2004, we acquired seven businesses that contributed $61 million to our 2004 revenue.

In all of our markets and disciplines, we encounter aggressive and capable competition, with a number of firms offering services similar to ours on a national, regional or local basis. Our ability to compete successfully depends on our reputation, pricing and quality of service provided, our understanding of clients’ specific job requirements, and our ability to provide qualified personnel in a timely manner.

 

4


Table of Contents

The Company was incorporated under the laws of the State of Florida in 1992 under the name Accustaff Incorporated, and changed its name to MPS Group, Inc. in 2002. Our headquarters are located in Jacksonville, Florida. Strategically, our operations are coordinated primarily from facilities in Jacksonville, Florida, and London, England, and to a lesser extent, Burlington, Massachusetts. Both our Jacksonville and London facilities provide support and centralized services to our offices in the administrative, marketing, public relations, accounting, training and legal areas. Regional and local office managers are responsible for most activities of their offices, including sales, local and regional marketing and recruitment.

Segments

We present the financial results of our operations under our four reporting segments: North American Professional Services, European Professional Services, North American IT Services and European IT Services. In addition, we have both a Professional Services and an IT Services division. The Professional Services division is comprised of the North American Professional Services segment and the European Professional Services segment. The IT services division is comprised of the North American IT Services segment and the European IT Services segment. The table below highlights the percentage contribution of revenue and gross profit from our four segments for 2006 and 2005:

 

    

2006

Revenue

   

2005

Revenue

   

2006

Gross Profit

   

2005

Gross Profit

 

North American Professional Services

   32.9 %   31.9 %   36.6 %   36.3 %

European Professional Services

   23.0 %   21.6 %   23.8 %   23.5 %
                        

Professional Services Division

   55.9 %   53.5 %   60.4 %   59.8 %

North American IT Services

   29.9 %   30.3 %   31.3 %   32.1 %

European IT Services

   14.2 %   16.2 %   8.3 %   8.1 %
                        

IT Services Division

   44.1 %   46.5 %   39.6 %   40.2 %

North American Segments

   62.8 %   62.2 %   67.9 %   68.4 %

European Segments

   37.2 %   37.8 %   32.1 %   31.6 %

Additional financial information relating to our segments can be found in Footnote 15 to the Consolidated Financial Statements.

Professional Services Division

Our Professional Services division provides specialized staffing and recruiting in the disciplines of accounting, finance, law, engineering and healthcare for varying periods of time to companies or other organizations (including government agencies) that have a need for such personnel, but are unable to, or choose not to, engage certain personnel as their own employees. Businesses increasingly view the use of temporary employees as a means of controlling personnel costs and converting the nature of such costs from fixed to variable. Examples of client needs for staffing solutions include the need for specialized or highly-skilled personnel for the completion of a specific project or subproject, substitution for regular employees during vacation or sick leave, and staffing of high turnover positions or during seasonal peaks.

We operate this division under a variable cost business model whereby revenue and cost of revenue are primarily recognized and incurred on a time-and-materials basis. The vast majority of our billable consultants are compensated on an hourly basis only for the hours which are billed to our clients.

Clients also hire our skilled consultants on a permanent basis, whether it is from a conversion of a temporary assignment to, or a direct placement of, a full-time position. We earn a one-time fee for these services. These fees represent approximately 7% of this division’s revenue.

 

5


Table of Contents

The principal national and international competitors of our Professional Services division include Robert Half International Inc., Resources Connection, Inc., Spherion Corporation, Kelly Law Registry, Adecco SA, Michael Page International, Robert Walters PLC, Hays PLC, Cross Country Healthcare, Inc., On Assignment Inc., Kforce Inc., Aerotek (a division of Allegis Group), Hudson Highland Group Inc., and CDI Corporation.

North American Professional Services Segment

Our North American Professional Services segment goes to market under the primary brands and operating units Entegee, Special Counsel, Accounting Principals, and Soliant Health. The demands of our clients, including the need for confidentiality, accuracy, reliability, cost-effectiveness, and frequent peak workload periods, are similar among the businesses within this segment.

Entegee

Entegee provides technical and engineering strategic workforce solutions. From on-site management consulting and in-house project services to temporary and direct placement, Entegee combines industry knowledge and experience to fill highly skilled technical and engineering positions. These positions include, but are not limited to, engineers, designers, drafters, inspectors and assemblers. Entegee operates through a domestic network of national practice branches with offices in 18 markets, and employs approximately 2,700 billable consultants at the end of 2006. Entegee also provides engineering and drafting design services through two company-owned centers that utilize state-of-the-art computer technology. Its primary clients include government and defense contractors, manufacturing and engineering companies.

Special Counsel

Special Counsel staffs temporary and full-time employees in attorney, paralegal, legal administrative and legal secretarial positions for workload management, litigation support, business transaction support, pre-litigation and document management support, as well as e-discovery, medical document review, deposition digesting, court reporting and other trial-related services. Special Counsel has a network of 37 offices across the United States, and employs approximately 1,400 billable consultants at the end of 2006. Its primary clients are Fortune 1000 companies and law firms.

Accounting Principals

Accounting Principals specializes in placing temporary and full-time employees in accounting and finance positions. Accounting Principals has a network of 40 offices across the United States, and employs approximately 1,600 billable consultants at the end of 2006.

In February 2006, we expanded Accounting Principals’ geographic footprint with the acquisition of Garelli Wong and Associates. Garelli Wong provides high-end accounting candidates to clients primarily located in the Chicago, Illinois area.

Soliant Health

Soliant Health specializes primarily in placing traveling healthcare professionals, in the areas of nursing, physical and occupational therapy, speech and language therapy, along with imaging technicians. Soliant Health employs approximately 1,100 consultants at the end of 2006, and its clients include hospitals and healthcare providers across the United States.

In April 2006, we expanded Soliant Health’s service line with the acquisition of the Pharmacy Staffing Services Unit of Cardinal Health, which provides staffing solutions to clients nationwide through its 4 locations in Boston, Massachusetts, West Palm Beach, Florida, Houston, Texas, and Irvine, California.

 

6


Table of Contents

European Professional Services Segment

Since 1980, our European Professional Services business, Badenoch & Clark, has specialized in placing temporary, permanent, and contract employees in accounting and finance, financial services, legal, human resources, and marketing positions. Badenoch & Clark has 19 offices across the United Kingdom along with offices in Belgium, Germany, Hungary, and the Netherlands. Badenoch & Clark employs approximately 4,300 billable consultants.

In April 2006, we expanded Badenoch & Clark’s geographic footprint in mainland Europe with the acquisitions of the Corinthe Companies and Chronos. Corinthe provides temporary and permanent placement of professionals in finance and accounting, human resources and marketing positions in the Netherlands. Chronos provides permanent placement of professionals in Belgium, Germany, and Hungary.

IT Services Division

Our IT Services division provides specialty staffing, consulting and business solutions under the brands/operating units Modis, Modis International, Idea Integration and Beeline. We utilize the brand Modis in both our North American and European segments; however, the overall business culture distinguishes the operation of these two segments.

We operate this division primarily under a variable cost business model whereby revenue and cost of revenue are primarily recognized and incurred on a time-and-materials basis. The vast majority of the billable consultants are compensated on an hourly basis only for the hours which are billed to our clients. Approximately 2% of this division’s revenue is generated from fees for clients hiring our skilled consultants on a permanent basis, whether it is from a conversion of a temporary assignment to, or a direct placement of, a full-time position.

The principal national and international competitors of our IT Services division include Keane, Inc., Computer Horizons Corp., Comsys IT Partners, Inc., CIBER, Inc., Adecco Information Technology (a division of Adecco SA), Hays PLC, Elan, and TEKsystems (a division of Allegis Group). In addition, we may compete against the internal management information services and IT departments of our clients and potential clients.

North American IT Services Segment

Modis

Modis specializes in the placement of IT contract consultants for IT project support and staffing, recruitment of full-time positions, project-based solutions, supplier management solutions, and on-site recruiting support for application development, systems integration, and enterprise application integration. Modis has a network of 49 offices across the United States and Canada, and employs approximately 3,900 billable consultants. Its primary clients are Fortune 1000 companies.

Idea Integration

Idea Integration specializes in Web design and development, application development, digital data management, business intelligence, infrastructure and security, and interactive marketing. Idea utilizes both salaried and hourly consultants to deliver solutions primarily under time-and-materials contracts and to a lesser extent under fixed-fee contracts. Its clients include Fortune 1000 companies, government and middle-market companies.

Beeline

Beeline provides software-based workforce solutions that manage recruitment, development and retention. Beeline streamlines the recruitment and management of full-time, contract and project-based labor. Beeline operates primarily in the United States and its’ clients include leading global companies, healthcare organizations, and government entities.

 

7


Table of Contents

Beeline maintains a full-time staff to support its operations and seeks to collect a service charge based upon the usage of this service. Subsequent to the initial start up costs and time, minimal cost and resources are required by the client for the usage of Beeline’s services.

In October 2006, we expanded Beeline’s product offerings with the acquisition of Integrated Performance Systems (“IPS”). IPS leverages technology to automate and integrate many aspects of human capital performance including learning management, performance management, talent management, and organizational development.

European IT Services segment

Our European IT Services segment is comprised of Modis International. Modis International, headquartered in the United Kingdom, specializes in providing IT contract consultants throughout the United Kingdom and certain continental European markets. Modis International, and its predecessors, has been in operation for over 30 years. It has 18 offices across the United Kingdom, and an office each in Belgium, Germany, and the Netherlands. It employs approximately 2,100 billable consultants.

In August 2006, we expanded Modis International’s service offerings with the acquisition of Netlogic. Netlogic provides IT infrastructure and network solutions to clients in the United Kingdom.

Employees

MPS employs approximately 17,300 consultants and approximately 2,800 full-time staff employees. Approximately 270 of the employees work at corporate headquarters.

As described below, in most jurisdictions, we, as the employer of the consultants or as otherwise required by applicable law, are responsible for employment administration. This administration includes collection of withholding taxes, employer contributions for social security or its equivalent outside the United States, unemployment tax, maintaining workers’ compensation and fiduciary and liability insurance, and other governmental requirements imposed on employers. Full-time employees are covered by life and disability insurance and receive health insurance and other benefits.

Government Regulations

Outside of the United States and Canada, the staffing services industry is closely regulated. These regulations differ among countries but generally may regulate: (i) the relationship between us and our temporary employees; (ii) registration, licensing, record keeping, and reporting requirements; and (iii) types of operations permitted. Regulation within the United States and Canada has not materially impacted our operations.

In many countries, including the United States and the United Kingdom, staffing services firms are considered the legal employers of the temporary consultants while the consultant is on assignment with a company client. Therefore, laws regulating the employer/employee relationship, such as tax withholding or reporting, social security or retirement, anti-discrimination, and workers’ compensation, govern us. In other countries, staffing services firms, while not the direct legal employer of the consultant, are still responsible for collecting taxes and social security deductions and transmitting such amounts to the taxing authorities.

 

8


Table of Contents

Intellectual Property

We seek to protect our intellectual property through copyright, trade secret and trademark law and through contractual non-disclosure restrictions. Our services often involve the development of work and materials for specific client engagements, the ownership of which is frequently assigned to the client. We do at times, and when appropriate, negotiate to retain the ownership or continued use of development tools or know how created or generated by us for a client in the delivery of our services, which we may then license or use in the delivery of our services to other clients.

Seasonality

Our quarterly operating results are affected by the number of billing days in a quarter and the seasonality of our customers’ businesses. Demand for our services has historically been lower during the calendar year-end, as a result of holidays, through February of the following year. Extreme weather conditions may also affect demand in the early part of the year as certain of our clients’ facilities are located in geographic areas subject to closure or reduced hours due to inclement weather. In addition, we experience an increase in our cost of sales and a corresponding decrease in gross profit and gross margin in the first fiscal quarter of each year, as a result of certain U.S. state and federal employment tax resets.

Access to Company Information

Our common stock is listed on the New York Stock Exchange (‘NYSE’) under the ticker symbol ‘MPS’. Our Internet address is www.mpsgroup.com. We make available through our Internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, as soon as reasonably practicable after filing such material with, or furnishing it to, the Securities and Exchange Commission. The information contained on our website, or on other websites linked to our website, is not part of this document.

 

ITEM 1A. RISK FACTORS

Our results of operations and financial condition can be adversely affected by numerous risks and uncertainties. The risks and uncertainties that we currently believe are most important are described below. You should carefully consider the risk factors detailed below in conjunction with the other information contained in this document. Should any of these risks actually materialize, our business, financial condition, and future prospects could be negatively impacted.

Demand for our services is affected by the economic climate in the industries and markets we serve. The demand for our services, in particular our staffing services, is highly dependent upon the state of the economy and upon the staffing needs of our clients. Any negative variation in the economic condition of the United States, United Kingdom or of any of the other foreign countries in which we do business, may severely reduce the demand for our services and thereby significantly decrease our revenues and profits.

Our market is highly competitive with low barriers to entry. Our industry is intensely competitive and highly fragmented, and the barriers to entry are quite low. There are many competitors, and new ones are entering the market constantly. In addition, some of these competitors have greater resources than us. Competition arises locally, regionally, nationally, internationally and in certain cases from remote locations, particularly from offshore locations such as India and China.

Certain of our contracts are awarded on the basis of competitive proposals, which can be periodically re-bid by the client. There can be no assurance that existing contracts will be renewed on satisfactory terms or that additional or replacement contracts will be awarded to us. In addition, long-term contracts form a negligible

 

9


Table of Contents

portion of our revenue. There can be no assurance we will be able to retain clients or market share in the future. Nor can there be any assurance that we will, in light of competitive pressures, be able to remain profitable or, if profitable, maintain our current profit margins.

Our business requires a qualified candidate pool, which we may not be able to recruit or maintain. Our staffing services consist of the placement of individuals seeking employment in specialized IT and professional positions. Some of these sectors are characterized by a shortage of qualified candidates. There can be no assurance that suitable candidates for employment will continue to be available or will continue to seek employment through us. Candidates generally seek temporary or regular positions through multiple sources, including us and our competitors. Any shortage of qualified candidates could materially adversely affect us.

Our business depends on key personnel, including executive officers, local managers and field personnel. We are engaged in a services business. As such, our success or failure is highly dependent upon the performance of our management personnel and employees, rather than upon technology or upon tangible assets (of which we have few). There can be no assurance that we will be able to attract and retain the personnel that are essential to our success.

We have to comply with existing government regulation and are exposed to increasing regulation of the workplace. Our business is subject to regulation or licensing in many states and in certain foreign countries. There can be no assurance we will be able to continue to obtain all necessary licenses or approvals or that the cost of compliance will not prove to be material in the future. Any inability to comply with government regulation or licensing requirements, or increase in the cost of compliance, could materially adversely affect us. Additionally, our staffing services entail employing individuals on a temporary basis and placing such individuals in clients’ workplaces. Increased government regulation of the workplace or of the employer-employee relationship could materially adversely affect us.

We are exposed to claims and costs, liabilities and litigation arising from the delivery of our services. Our recruiting services involve our referring candidates to clients for potential employment, and our staffing services entail employing or retaining individuals on a temporary basis and placing such individuals in clients’ workplaces. Our recruiting services entail a risk of liability to our clients and others, contractually and otherwise, arising from allegations of inadequate background checks, inadequate credentialing of our nursing and healthcare workers, and negligent referral of candidates to our clients. Our staffing services entail a risk of liability to our clients and others, contractually and otherwise, arising from various workplace events, often beyond our control, including allegations of errors and omissions, injury to property or persons, or misappropriation or theft of property or proprietary information allegedly caused or contributed to by our temporary workers. Our staffing services also entail a risk of employment and co-employment liability, to either or both our clients and our temporary workers, arising from allegations by our temporary workers of discrimination, harassment, inadequate workplace conditions, or entitlement to employee benefits or pay from clients to which they are assigned. We maintain insurance for many of the aforementioned claims, but there can be no assurance that we will continue to be able to obtain insurance at a cost that does not have a material adverse effect upon us or that such claims (whether by reason of not having insurance or by reason of such claims being outside the scope of the insurance) will not have a material adverse effect upon us.

We have acquired, and may continue to acquire, companies, and these acquisitions could disrupt our business or adversely affect our earnings. We have acquired several companies and may continue to acquire companies in the future. Entering into an acquisition entails many risks, any of which could harm our business, including failure to successfully integrate the acquired company with our existing business, alienation or impairment of relationships with substantial customers or key employees of the acquired business or our existing business, and assumption of liabilities of the acquired business. Any acquisition that we consummate also may have an adverse affect on our liquidity or earnings and may be dilutive to our earnings. Adverse business conditions or developments suffered by or associated with any business we acquire additionally could result in impairment to the goodwill or intangible assets associated with the acquired business and a related write down of the value of these assets, adversely affecting our earnings.

 

10


Table of Contents

The price of our common stock may fluctuate significantly. The market price for our common stock can fluctuate as a result of a variety of factors, including the factors listed above, many of which are beyond our control. These factors include: actual or anticipated variations in quarterly operating results; announcements of new services by our competitors or us; announcements relating to strategic relationships or acquisitions; changes in financial estimates or other statements by securities analysts; and other changes in general economic conditions. Because of this, we may fail to meet or exceed the expectations of our shareholders or of our securities analysts and the market price for our common stock could fluctuate as a result.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved comments from the Staff of the Securities and Exchange Commission concerning our periodic or current reports under the Securities Exchange Act of 1934.

 

ITEM 2. PROPERTIES

Our corporate headquarters, located in Jacksonville, Florida, is on lease through 2012. Our business services are conducted through more than 200 offices located in the United States, Canada, the United Kingdom, and continental Europe. Almost all of our offices are on lease, with the terms of an average office lease being from three to six years.

We believe our facilities are generally adequate for our needs and do not anticipate difficulty replacing such facilities or locating additional facilities, if needed. Additional information on lease commitments can be found in Footnote 6 to the Consolidated Financial Statements.

 

ITEM 3. LEGAL PROCEEDINGS

We are a party to a number of lawsuits and claims arising out of the ordinary conduct of our business. In the opinion of management, based on the advice of in-house and external legal counsel, the lawsuits and claims pending are not likely to have a material adverse effect on us, our financial position, our results of operations, or our cash flows.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter of 2006.

 

11


Table of Contents

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Price and Related Matters

The following table sets forth the high and low sale prices of our common stock, as reported by the NYSE, during the two years ended December 31, 2006:

 

     2006    2005
     High    Low    High    Low

Period:

           

First Quarter

   $ 16.27    $ 12.66    $ 12.45    $ 9.93

Second Quarter

   $ 17.80    $ 13.80    $ 10.77    $ 7.15

Third Quarter

   $ 15.98    $ 11.58    $ 12.38    $ 9.38

Fourth Quarter

   $ 16.48    $ 14.11    $ 14.45    $ 10.00

See the factors set forth above in ‘Risk Factors,’ for factors that may impact the price of our common stock. As of February 15, 2007, there were approximately 966 holders of record of our common stock.

We have never paid, nor do we currently intend to pay, a cash dividend or other cash distribution with respect to our common stock.

Issuer Repurchases of Equity Securities

Our Board of Directors has authorized certain repurchases of our common stock. For 2006, we repurchased 3.2 million shares at a cost of $45.0 million. The following table sets forth information about our common stock repurchases for the three months ended December 31, 2006. As of February 15, 2007, we have repurchased a total of 12.0 million shares at a cost of $122.2 million under this plan. We anticipate that we will continue to purchase shares under this authorization in the future as we have approximately $45 million remaining under this authorization as of February 15, 2007. There is no expiration date for this authorization.

 

Period (1)

  Total Number
of Shares
Repurchased
  Average Price
Paid per Share
 

Total Number of
Shares Purchased
As Part of Publicly
Announced

Plans or Programs

 

Maximum Number (or
Approximate Dollar
Value) of Shares That
May Yet be Purchased
Under the

Plans or Programs

October 1, 2006 to October 31, 2006

  —       —     —     $ 49,216,625

November 1, 2006 to November 30, 2006

  —       —     —       49,216,625

December 1, 2006 to December 31, 2006

  269,764   $ 14.83   269,764     45,216,628
                   

Total

  269,764   $ 14.83   269,764   $ 45,216,628

(1) Based on trade date, not settlement date.

 

12


Table of Contents

Performance Graph

The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.

The following graph and table compare the cumulative total return of our common stock, the NYSE composite market index (U.S. companies), and an index of selected publicly traded employment services and consulting companies (the “Self-Determined Peer Group”), as described below, for the period beginning December 31, 2001 and ending December 29, 2006 (the last trading dates in our 2001 and 2006 fiscal years), assuming an initial investment of $100 and the reinvestment of any dividends. We obtained the information reflected in the graph and table from independent sources we believe to be reliable, but we have not independently verified the information.

We revised our Self-Determined Peer Group from prior year to take into consideration acquisitions of companies within our peer group and the evolving strategic direction of MPS. Consequently, the following graph and table comparison includes both our previous and new Self-Determined Peer Group.

LOGO

 

Total Returns Index for:      12/31/01    12/31/02    12/31/03    12/31/04    12/31/05    12/31/06

MPS Group, Inc

     100.00    77.59    130.95    171.71    191.46    198.60

NYSE Composite

     100.00    81.83    108.16    124.38    136.03    164.60

Old Self-Determined Peer Group

     100.00    57.55    86.67    102.25    118.91    118.62

New Self-Determined Peer Group

     100.00    63.64    89.46    106.28    136.92    138.11

Companies in the New Self-Determined Peer Group

              

CDI Corp

                 Kforce Inc      

Comsys It Partners Inc

                 On Assignment Inc      

Hudson Highland Group Inc

                 Robert Half International      

 

13


Table of Contents
ITEM 6. SELECTED FINANCIAL DATA

 

     Years Ended  

(amounts in thousands except per common share
amounts)

  

Dec. 31,

2006

  

Dec. 31,

2005

  

Dec. 31,

2004

   

Dec. 31,

2003

   

Dec. 31,

2002

 

Consolidated Statements of Operations data:

            

Revenue

   $ 1,876,622    $ 1,684,699    $ 1,426,842     $ 1,096,030     $ 1,119,156  

Cost of revenue

     1,359,580      1,242,331      1,066,055       808,890       834,318  
                                      

Gross profit

     517,042      442,368      360,787       287,140       284,838  

Operating expenses

     402,498      355,382      309,551       251,623       255,929  

Impairment of investment

     —        —        —         —         16,165  

Exit costs (recapture)

     —        —        (897 )     (284 )     8,967  
                                      

Operating income

     114,544      86,986      52,133       35,801