UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 11-K

 

ý  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2002

 

OR

 

o  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 001-14543

 


 

A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

LABOR READY, INC. 401(k) Plan

 

B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Labor Ready, Inc
1015 A Street
Tacoma, Washington 98402

 

 



 

REQUIRED INFORMATION

 

Labor Ready, Inc. 401(k) Plan (the Plan) is subject to the Employee Retirement Income Security Act of 1974 (ERISA).  Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the following financial statements and schedules have been prepared in accordance with the financial reporting requirements of ERISA.

 

The following financial statements, schedules and exhibits are filed as a part of the Annual Report on Form 11-K.

 

Independent Auditor’s Report

 

Financial Statements

 

Statements of Net Assets Available for Benefits

 

Statement of Changes in Net Assets Available for Benefits

 

Notes to Financial Statements

 

Supplemental Schedule

 

Schedule of Assets Held for Investment Purposes

 

Signatures

 

Exhibits

 



 

Independent Auditor’s Report

 

To the Employee Benefits Committee of the
Labor Ready, Inc. 401(k) Plan
Tacoma, Washington

 

We have audited the accompanying statements of net assets available for benefits of Labor Ready, Inc. 401(k) Plan as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002.  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 of America.  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 Labor Ready, Inc. 401(k) Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were performed 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 as of December 31, 2002 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 United States Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplemental schedule has been subjected to the auditing procedures applied in the audit 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.

 

 

/s/  McGladrey & Pullen, LLP

 

 

 

McGladrey & Pullen, LLP

 

Tacoma, Washington

 

May 2, 2003

 

 

1



 

Statements of Net Assets Available for Benefits

 

Labor Ready, Inc. 401(k) Plan

December 31, 2002 and 2001

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Investments:

 

 

 

 

 

ING Fixed Account

 

$

732,648

 

$

645,976

 

ING Money Market Fund

 

66,485

 

47,393

 

ING Strategic Allocation Growth Fund

 

42,539

 

28,590

 

ING Strategic Allocation Balance Fund

 

42,618

 

39,179

 

ING Strategic Allocation Income Fund

 

62,134

 

34,647

 

ING Balanced Fund

 

63,560

 

54,286

 

ING Index Plus Large Cap Fund

 

304,715

 

328,347

 

ING Small Company Fund

 

117,143

 

96,173

 

ING International Fund

 

223,103

 

219,073

 

AIM Premier Equity Fund

 

290,982

 

366,208

 

Invesco Growth Fund

 

220,612

 

313,449

 

Baron Growth Fund

 

258,401

 

193,653

 

Oppenheimer Main Street Growth & Income Fund

 

207,464

 

155,782

 

Templeton Growth Fund

 

146,807

 

82,429

 

Other miscellaneous mutual funds

 

115,976

 

 

Participant loans

 

146,249

 

186,305

 

Labor Ready, Inc. Common Stock Fund

 

1,283,295

 

1,083,956

 

Total investments

 

4,324,731

 

3,875,446

 

 

 

 

 

 

 

Contributions receivable:

 

 

 

 

 

Participant

 

 

58,293

 

Employer - employer stock

 

283,779

 

278,428

 

Employer - cash

 

24,470

 

 

Total contributions receivable

 

308,249

 

336,721

 

 

 

 

 

 

 

Total assets

 

4,632,980

 

4,212,167

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Net assets available for benefits

 

$

4,632,980

 

$

4,212,167

 

 

See notes to financial statements.

 

2



 

 

Statement of Changes in Net Assets Available for Benefits

 

Labor Ready, Inc. 401(k) Plan

Year Ended December 31, 2002

 

Additions to Net Assets

 

 

 

Investment income (loss):

 

 

 

Net depreciation in fair value of investments

 

$

(187,820

)

Dividend and interest income

 

52,057

 

Total investment income (loss)

 

(135,763

)

 

 

 

 

Contributions:

 

 

 

Participant

 

1,242,293

 

Employer

 

294,831

 

Total contributions

 

1,537,124

 

 

 

 

 

Total additions to net assets

 

1,401,361

 

 

 

 

 

Deductions from Net Assets

 

 

 

Benefits paid to participants

 

977,323

 

Administrative fees

 

3,225

 

Total deductions from net assets

 

980,548

 

 

 

 

 

Net increase

 

420,813

 

 

 

 

 

Net Assets Available for Benefits

 

 

 

Beginning of year

 

4,212,167

 

 

 

 

 

End of year

 

$

4,632,980

 

 

See notes to financial statements.

 

3



 

Notes to Financial Statements

 

Labor Ready, Inc. 401(k) Plan

December 31, 2002 and 2001

 

Note 1 - Description of Plan

 

The following description of Labor Ready, Inc. 401(k) 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 established by Labor Ready, Inc. (the Company) under the provisions of Section 401(a) of the Internal Revenue Code (IRC), which includes a qualified cash or deferred arrangement as described in Section 401(k) of the IRC, for the benefit of eligible employees of the Company.  All employees of the Company who are 21 years of age or older and who have completed six months of service are eligible to participate.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

 

Contributions and Participant Investment Options

 

Eligible employees may contribute to the Plan up to 15% of compensation, as defined by the Plan, subject to certain limitations under the IRC.  Participants may also contribute amounts representing distributions from other qualified defined contribution plans.  During 2002, the Company provided a discretionary matching contribution equal to 25% of each participant’s deferral contribution.  Participants must be employed as of the end of the year to receive the matching contribution.  Participants may direct the investment of their contributions, along with matching contributions, into various investment options offered by the Plan; currently a variety of mutual funds (underlying investments of the group annuity contract), a guaranteed interest account (the fixed account), and Company common stock.

 

Participant Accounts

 

Participant accounts are valued daily based on quoted market prices.  Each participant’s account is credited with the participant’s contribution and allocations of the Company’s contribution, Plan earnings and costs associated with the funds and loan processing fees.  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 fully vested in their contributions, plus actual earnings thereon.  Vesting in the Company’s discretionary matching contribution portion of their accounts, plus earnings thereon is based on years of continuous service.  A participant is 100% vested after five years of credited service or upon death or disability.  In the event of termination of employment prior to the completion of five years of continuous service, for any reason other than death or disability, participants forfeit their nonvested portion of employer matching contributions.

 

4



 

Participant Loans

 

A participant may borrow the lesser of $50,000 or 50% of his or her vested account balance, with a minimum loan amount of $1,000.  The loans are secured by the balance in the participant’s account and are repayable through payroll deductions over periods ranging up to 60 months, unless the loan is used to acquire a principal residence, in which case the loan may be issued for a reasonable time, determined by the Plan administrator.  The interest rate is also determined by the Plan administrator and is fixed over the life of the loan.  Interest rates on loans outstanding at December 31, 2002 ranged from 8.75% to 9.50%, with maturities through March 2009.

 

Forfeited Accounts

 

Forfeited nonvested accounts are used to reduce future employer discretionary matching contributions.  Unallocated forfeitures as of December 31, 2002 and 2001 totaled approximately $66,500 and $47,400, respectively.

 

Payments of Benefits

 

On termination of service due to death, disability or retirement, a participant may elect to receive an amount equal the participant’s vested interest in his or her account.  The form of payment is a lump-sum distribution or an annuity as administratively practicable following the participant’s separation from service.  Participants are fully vested in the event of death or disability.

 

Plan Administration

 

ING Life Insurance and Annuity Company (ING) serves as the investment manager, record keeper and trustee for the Plan.  The Plan is administered by an employee benefits committee, whose members are appointed by the Compensation Committee of the Board of Directors of the Company.  Certain Plan investments are shares of registered investment company funds and a guaranteed interest account (the fixed account) managed by ING; transactions in these funds and account qualify as party-in-interest transactions.

 

Note 2 - Summary of Accounting Policies

 

Basis of Accounting

 

The financial statements of the Plan are prepared under the accrual method of accounting.

 

Use of Estimates

 

In preparing the financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.

 

5



 

Investment Valuation and Income Recognition

 

The Plan’s investments consist of a group annuity contract with ING (underlying assets are mutual funds and a guaranteed interest or fixed account), a Labor Ready, Inc. common stock fund, and participant loans.

 

Investments in mutual funds are reported at fair value based on quoted market price.  The fixed account (guaranteed interest contract) is not considered fully benefit responsive; therefore, it is reported at fair value.  Participant loans are recorded at book value, which approximate fair value.  The Labor Ready, Inc. common stock fund includes shares of Labor Ready, Inc. and cash, and is reported at fair value based on quoted market prices.

 

Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded as earned on the accrual basis.  Dividend income is recorded on the ex-dividend date.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

Note 3 - Investments

 

The following presents investments that represent 5% or more of the Plan’s net assets at either December 31:

 

 

 

2002

 

2001

 

 

 

 

 

 

 

Guaranteed interest contract:

 

 

 

 

 

ING Fixed Account (Interest rate: 5% for 2002 and 2001)

 

$

732,648

 

$

645,976

 

Mutual Funds:

 

 

 

 

 

 

 

ING Index Plus Large Cap Fund

 

304,715

 

328,347

 

ING International Fund

 

223,103

 

219,073

 

AIM Premier Equity Fund

 

290,982

 

366,208

 

Baron Growth Fund

 

258,401

 

193,653

 

Invesco Growth Fund

 

220,612

 

313,449

 

Other

 

864,726

 

538,479

 

Labor Ready, Inc. Common Stock Fund

 

1,283,295

 

1,083,956

 

Participant loans

 

146,249

 

186,305

 

 

 

 

 

 

 

Total investments

 

$

4,324,731

 

$

3,875,446

 

 

During 2002, the Plan’s investments, including gains and losses on investments bought and sold, as well as held during the year, appreciated or (depreciated) in value as follows:

 

Mutual funds

 

 

 

$

(564,178

)

Labor Ready, Inc. Common Stock Fund

 

 

 

376,358

 

 

 

 

 

 

 

Net depreciation in fair value of investments

 

 

 

$

(187,820

)

 

6



 

Note 4 - Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contribution at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of Plan termination, participants will become 100% vested in their employer contributions.

 

Note 5 - Tax Status

 

The Company adopted a non-standardized Prototype Profit Sharing Plan with CODA, which received a favorable opinion letter from the Internal Revenue Service (IRS) on August 30, 2001 stating that the Plan and related trust were designed in accordance with applicable sections of the Internal Revenue Code (IRC).  The Plan sponsor believes the Plan is currently being operated in compliance with applicable requirements of the IRC.

 

Note 6 - Administrative Fees

 

Certain administrative functions are performed by officers and employees of the Company.  No such officer or employee receives compensation from the Plan.

 

The Company has retained the services of a third party to perform certain administrative functions.  The Company pays all administrative expenses of the Plan, except for the administrative costs of mutual funds and loan processing fees.

 

7



 

Schedule of Assets Held for Investment Purposes

 

Labor Ready, Inc. 401(k) Plan

December 31, 2002

 

EIN #:     91-1287341

Plan #:   001

 

(a) and (b)
Identity of Issuer, Borrower
or Similar Party

 

(c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par or Maturity Value

 

(d)
Cost

 

(e)
Current
Value

 

 

 

 

 

 

 

 

 

ING Aetna Financial Services*

 

Fixed Account

 

**

 

$

732,648

 

 

 

Money Market Fund

 

**

 

66,485

 

 

 

Strategic Allocation Growth Fund

 

**

 

42,539

 

 

 

Strategic Allocation Balance Fund

 

**

 

42,618

 

 

 

Strategic Allocation Income Fund

 

**

 

62,134

 

 

 

Balanced Fund

 

**

 

63,560

 

 

 

Index Plus Large Cap Fund

 

**

 

304,715

 

 

 

Small Company Fund

 

**

 

117,143

 

 

 

International Fund

 

**

 

223,103

 

 

 

Bond Fund

 

**

 

11,209

 

 

 

GNMA Income Fund

 

**

 

59,564

 

 

 

Index Plus Small Cap Fund

 

**

 

12,170

 

 

 

Value Opportunity Fund

 

**

 

178

 

 

 

 

 

 

 

 

 

Invesco

 

Growth Fund

 

**

 

220,612

 

 

 

 

 

 

 

 

 

AIM

 

Premier Equity Fund

 

**

 

290,982

 

 

 

 

 

 

 

 

 

Baron Funds

 

Growth Fund

 

**

 

258,401

 

 

 

 

 

 

 

 

 

Fidelity

 

Advisor Mid Cap Fund

 

**

 

17,149

 

 

 

 

 

 

 

 

 

Oppenheimer Funds

 

Main Street Growth & Income Fund

 

**

 

207,464

 

 

 

Capital Appreciation Fund

 

**

 

15,706

 

 

 

 

 

 

 

 

 

Franklin Templeton

 

Growth Fund

 

**

 

146,807

 

 

 

 

 

 

 

 

 

Labor Ready, Inc.*

 

Common Stock Fund

 

**

 

1,283,295

 

 

 

 

 

 

 

 

 

Participant loans*

 

Secured by participant’s vested interest in the Plan, with interest rates of 8.75% to 9.50%, maturing through March 2009

 

**

 

146,249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

4,324,731

 

 


*                                         Represents party-in-interest.

 

**                                  Cost information not required for participant-directed investments.

 

8



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits Committee of the Labor Ready, Inc. 401(k) Plan, which is the Plan administrator of the Labor Ready, Inc. 401(k) Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

Labor Ready, Inc. 401(k) Plan

 

 

 

 

 

By: Employee Benefits Committee of the Labor Ready, Inc. 401(k)
Plan

 

 

 

 

 

 

June 26, 2003

 

/s/ Thomas J. Stonich

 

 

Thomas J. Stonich, Vice President of Human Resources & Training

 

9