10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

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

 


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 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. (check one):

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

Indicate the number of shares outstanding of each of the issuer’s class of common stock as of April 27, 2007:

102,531,467 shares of $0.01 par value common stock

 



Table of Contents

MPS Group, Inc. and Subsidiaries

Index

 

Part I

   Financial Information   

Item 1

   Financial Statements   
  

Unaudited Condensed Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006

   3
  

Unaudited Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2007 and 2006

   4
  

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2007 and 2006

   5
   Notes to Unaudited Condensed Consolidated Financial Statements    6

Item 2

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    12

Item 3

   Quantitative and Qualitative Disclosures About Market Risk    19

Item 4

   Controls and Procedures    19

Part II

   Other Information   

Item 1A

   Risk Factors    20

Item 2

   Unregistered Sales of Equity Securities and Use of Proceeds    20

Item 6

   Exhibits    20
   Signatures    21

 

2


Table of Contents

Part I. Financial Information

 

Item 1. Financial Statements

MPS Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

 

(dollar amounts in thousands except share amounts)

   March 31,
2007
    December 31,
2006
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 115,052     $ 172,692  

Short term investments

     40,229       —    

Accounts receivable, net of allowance of $15,326 and $14,766, respectively

     313,681       278,438  

Prepaid expenses

     7,495       7,997  

Deferred income taxes

     2,982       2,997  

Other

     20,441       17,798  
                

Total current assets

     499,880       479,922  

Furniture, equipment, and leasehold improvements, net

     28,717       28,472  

Goodwill, net

     614,944       602,112  

Deferred income taxes

     11,226       11,165  

Other assets, net

     22,299       20,608  
                

Total assets

   $ 1,177,066     $ 1,142,279  
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable and accrued expenses

   $ 88,928     $ 81,069  

Accrued payroll and related taxes

     78,818       67,186  

Income taxes payable

     8,944       12,788  
                

Total current liabilities

     176,690       161,043  

Income taxes payable

     6,006       —    

Other

     19,166       17,938  
                

Total liabilities

     201,862       178,981  
                

Commitments and contingencies

    

Stockholders’ equity:

    

Preferred stock, $.01 par value; 10,000,000 shares authorized; no shares issued

     —         —    

Common stock, $.01 par value; 400,000,000 shares authorized; 114,977,403 and 114,902,247 shares issued, respectively

     1,150       1,149  

Additional contributed capital

     719,409       716,980  

Retained earnings

     351,413       332,777  

Accumulated other comprehensive income

     43,690       42,196  

Treasury stock, at cost (13,212,236 and 12,466,236 shares, respectively)

     (140,458 )     (129,804 )
                

Total stockholders’ equity

     975,204       963,298  
                

Total liabilities and stockholders’ equity

   $ 1,177,066     $ 1,142,279  
                

See accompanying notes to unaudited condensed consolidated financial statements.

 

3


Table of Contents

MPS Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

 

     Three Months Ended

(dollar amounts in thousands except per share amounts)

   March 31,
2007
   March 31,
2006

Revenue

   $ 510,128    $ 439,309

Cost of revenue

     370,266      322,193
             

Gross profit

     139,862      117,116
             

Operating expenses:

     

General and administrative

     108,716      89,395

Depreciation and intangibles amortization

     4,481      3,474
             

Total operating expenses

     113,197      92,869
             

Income from operations

     26,665      24,247

Other income, net

     1,991      1,576
             

Income before provision for income taxes

     28,656      25,823

Provision for income taxes

     11,176      9,813
             

Net income

   $ 17,480    $ 16,010
             

Basic net income per common share

   $ 0.17    $ 0.16
             

Average common shares outstanding, basic

     100,391      101,722
             

Diluted net income per common share

   $ 0.17    $ 0.15
             

Average common shares outstanding, diluted

     102,825      104,764
             

See accompanying notes to unaudited condensed consolidated financial statements.

 

4


Table of Contents

MPS Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

     Three months ended
March 31,
 

(dollar amounts in thousands)

   2007     2006  

Cash flows from operating activities:

    

Net income

   $ 17,480     $ 16,010  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Deferred income taxes

     4,420       5,804  

Excess tax benefit from share-based awards

     (196 )     (7,583 )

Share-based plans expense

     1,886       1,246  

Depreciation and intangibles amortization

     4,481       3,474  

Changes in certain assets and liabilities, net of acquisitions:

    

Accounts receivable

     (32,999 )     (1,045 )

Prepaid expenses and other assets

     545       (1,044 )

Accounts payable and accrued expenses

     6,144       (6,026 )

Accrued payroll and related taxes

     11,267       9,461  

Other, net

     (2,579 )     (1,875 )
                

Net cash provided by operating activities

     10,449       18,422  
                

Cash flows from investing activities:

    

Purchase of short term investments

     (42,504 )     —    

Proceeds from sale of short term investments

     2,275       —    

Purchase of furniture, equipment and leasehold improvements, net of disposals

     (3,584 )     (3,171 )

Purchase of businesses, including additional consideration on acquisitions, net of cash acquired

     (13,441 )     (15,990 )
                

Net cash used in investing activities

     (57,254 )     (19,161 )
                

Cash flows from financing activities:

    

Excess tax benefit from share-based awards

     196       7,583  

Settlement of share-based awards

     —         (7,559 )

Repurchases of common stock

     (10,654 )     (6,503 )

Discount realized on employee stock purchase plan

     (9 )     —    

Proceeds from stock options exercised

     350       7,979  

Repayments on indebtedness

     (1,006 )     —    
                

Net cash provided by (used in) financing activities

     (11,123 )     1,500  
                

Effect of exchange rate changes on cash and cash equivalents

     288       689  

Net increase (decrease) in cash and cash equivalents

     (57,640 )     1,450  

Cash and cash equivalents, beginning of period

     172,692       142,951  
                

Cash and cash equivalents, end of period

   $ 115,052     $ 144,401  
                

See accompanying notes to unaudited condensed consolidated financial statements.

 

5


Table of Contents

MPS Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in thousands except per share amounts)

1. Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared by MPS Group, Inc. (“MPS”, “we”, “us”, or “our”) in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures usually found in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Form 10-K for the year ended December 31, 2006.

The accompanying condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for an interim period are not necessarily indicative of the results of operations for a full fiscal year.

Short Term Investments

At March 31, 2007, our short term investments were comprised of auction rate securities. We classify these investments as available-for-sale securities and in accordance with Statement of Financial Accounting Standards (“SFAS”) 115, Accounting for Certain Investments in Debt and Equity Securities, we record these securities at fair value in Current Assets on our Condensed Consolidated Balance Sheets. In addition, we report changes in the fair value of these securities, if any, as unrealized holding gains and losses, net of the related tax effect, as a separate component of other comprehensive income until realized.

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principals, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but rather clarifies the application of other accounting pronouncements that require or permit fair value measurements. The provisions of SFAS 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. Earlier application is encouraged, provided the reporting entity has not yet issued financial statements for that fiscal year. We are currently evaluating the impact of SFAS 157, but management does not expect the adoption of SFAS 157 to have a material effect on our consolidated financial statements.

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities. This standard permits entities to choose to measure many financial instruments and certain other items at fair value and is effective for the first fiscal year beginning after November 15, 2007. We are currently evaluating the impact of SFAS 159, but management does not expect the adoption of SFAS 159 to have a material effect on our consolidated financial statements.

2. Income Taxes

We adopted FASB Interpretation No. (“FIN”) 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on recognition, classification, and disclosure of tax positions. Upon adoption of FIN 48, we reduced our reserve for uncertain tax positions by $1.2 million and recorded this reduction as an adjustment to

 

6


Table of Contents

MPS Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

(dollar amounts in thousands except per share amounts)

 

the opening balance of Retained earnings on our Condensed Consolidated Balance Sheets. At January 1, 2007, our unrecognized tax benefits – that is, the aggregate tax effect of differences between tax return positions and the benefits recognized in our financial statements – were $10.5 million. If recognized, $6.9 million of our unrecognized tax benefits would impact our Provision for income taxes on our Condensed Consolidated Statements of Operations and thus our effective tax rate.

We classify interest on uncertain tax positions as interest expense, and we classify income tax penalties as a component of income tax expense. Prior to the adoption of FIN 48, both interest and penalties were accrued as a component of income tax expense. At January 1, 2007, before any tax benefits, our accrued interest on unrecognized tax benefits was $6.2 million and related accrued penalties were $130,000. In the first quarter of 2007, we accrued approximately $300,000 of additional interest. Accrued interest is in Accounts payable and accrued expenses on our Condensed Consolidated Balance Sheets at March 31, 2007.

We are subject to periodic review by federal, foreign, state and local taxing authorities in the ordinary course of business. With few exceptions, we are no longer subject to examination by these taxing authorities for years prior to 2002. In terms of the Internal Revenue Service, we have no outstanding income tax audits as of March 31, 2007, and our federal income tax returns have been audited or surveyed by them through 2002. Many of our UK subsidiaries have been audited through 2003. HM Revenue and Customs began an income tax audit of our UK subsidiaries for 2004. Lastly, we generally have several state income tax audits throughout the year since we operate in a multi-state environment. Specifically, we are undergoing a state income tax audit for the tax years 1998 through 2000. We estimate that our uncertain tax benefits could change by approximately $3.3 million as a result of the settlement of this audit within the next 12 months.

3. Net Income per Common Share

The calculation of basic net income per common share and diluted net income per common share is presented below:

 

     Three Months Ended

(dollar amounts in thousands except per share amounts)

  

March 31,

2007

  

March 31,

2006

Basic income per common share computation:

     

Net income

   $ 17,480    $ 16,010
             

Basic average common shares outstanding

     100,391      101,722

Incremental shares from assumed exercise of stock options and restricted stock awards

     2,434      3,042
             

Diluted average common shares outstanding

     102,825      104,764
             

Basic net income per common share

   $ 0.17    $ 0.16
             

Diluted net income per common share

   $ 0.17    $ 0.15
             

Options to purchase approximately 113,000 and 164,000 shares of common stock that were outstanding during the three months ended March 31, 2007 and 2006, respectively, were not included in the computation of diluted earnings per share as the exercise prices of these options were greater than the average market price of the common shares for the respective periods.

 

7


Table of Contents

MPS Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

(dollar amounts in thousands except per share amounts)

 

4. Commitments and Contingencies

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, results of operations, or cash flows.

5. Segment Reporting

We disclose segment information in accordance with SFAS 131, Disclosure About Segments of an Enterprise and Related Information, which requires companies to report selected segment information on a quarterly basis and to report certain entity-wide disclosures about products and services, major customers, and the material countries in which the entity holds assets and reports revenues.

We have four reportable segments: North American Professional Services, European Professional Services, North American Information Technology (“IT”) Services, and European IT Services. Our reportable segments offer different services, have different client bases, experience differing economic characteristics, and are managed separately as each requires different resources and marketing strategies. The North American Professional Services segment provides specialized staffing and recruiting in the disciplines of accounting, finance, law, engineering and healthcare in North America. The European Professional Services segment provides specialized staffing and recruiting for accounting and finance, legal, human resources, and marketing positions in Europe, principally in the United Kingdom. The North American IT Services segment offers value-added solutions such as IT project support and staffing, recruitment of full-time positions, project-based solutions, workforce solutions, on-site recruiting support, IT strategy consulting, design and branding, application development, and integration in North America. The European IT Services segment provides value-added solutions such as IT project support and staffing, and recruitment of full-time positions, specialized staffing and solutions in Europe, principally in the United Kingdom.

Our segments’ results include the results from acquisitions named in Footnote 3 to our Form 10-K for the year ended December 31, 2006, along with the results from acquisitions named in Footnote 7. We evaluate segment performance based on revenues, gross profit, and income before provision for income taxes. We do not allocate income taxes, interest or unusual items to the segments. In addition, we do not report total assets by segment.

The accounting policies of the segments are consistent with those described in the summary of significant accounting policies in Footnote 2 to our Form 10-K for the year ended December 31, 2006, and all intersegment sales and transfers are eliminated.

No one customer represents more than 5% of our overall revenue. Therefore, we do not believe we have a material reliance on any one customer as we provide services to numerous Fortune 1000 and other leading businesses.

 

8


Table of Contents

MPS Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

(dollar amounts in thousands except per share amounts)

 

The following tables summarize performance, accounts receivable, and long-lived assets by segment, and revenue by geographic location:

 

     Three Months Ended  

(dollar amounts in thousands)

  

March 31,

2007

   

March 31,

2006

 

Revenue

    

North American Professional Services

   $ 163,365     $ 147,269  

European Professional Services

     125,955       97,693  

North American IT Services

     148,452       131,525  

European IT Services

     72,356       62,822  
                

Total revenue

   $ 510,128     $ 439,309  
                

Gross profit

    

North American Professional Services

   $ 50,402     $ 44,483  

European Professional Services

     35,414       26,958  

North American IT Services

     41,949       36,172  

European IT Services

     12,097       9,503  
                

Total gross profit