UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2005
Monster Worldwide, Inc.
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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0-21571 |
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13-3906555 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
622 Third Avenue
New York, NY 10017
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code (212) 351-7000
None.
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
ITEM 8.01 OTHER EVENTS
Monster Worldwide, Inc. (the “Company”) is providing the following historical unaudited financial information that reflects the Company’s 2004 business dispositions as discontinued operations for all periods presented. A description of the businesses disposed of in 2004 follows.
On October 5, 2004, the Company entered into a Stock Purchase Agreement, (the “Agreement”) with General Yellow Pages Consultants, Inc. d/b/a The Marquette Group (“The Marquette Group”) and US Motivation, Inc., the Company’s wholly owned Directional Marketing subsidiary (“US Motivation”). Pursuant to the terms of the Agreement, the Company sold all of the issued and outstanding capital stock of US Motivation to The Marquette Group in exchange for a net cash payment of Ten Million Dollars ($10,000,000), subject to a post closing adjustment. Accordingly, all historical results are reported as discontinued operations for all periods presented.
In December 2004, the Company sold and disposed of certain Advertising and Communications businesses in Continental Europe (the “Businesses”), in order to focus fully on its Monster business. None of these dispositions were considered material or included a significant amount of assets. All results of the Businesses are reported as discontinued operations for all periods presented.
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MONSTER WORLDWIDE, INC.
FINANCIAL INFORMATION BY QUARTER (UNAUDITED)
(in thousands, except per share amounts)
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Quarter |
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Nine |
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First |
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Second |
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Third |
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Months |
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2004 |
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Revenue: |
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Monster |
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$ |
122,162 |
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$ |
141,904 |
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$ |
157,679 |
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$ |
421,745 |
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Advertising & Communications |
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38,097 |
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38,368 |
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39,649 |
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116,114 |
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Directional Marketing |
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22,092 |
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21,855 |
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26,872 |
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70,819 |
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Total revenue |
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182,351 |
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202,127 |
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224,200 |
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608,678 |
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Salaries and related |
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82,599 |
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93,967 |
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106,165 |
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282,731 |
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Office and general |
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39,869 |
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42,419 |
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45,112 |
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127,400 |
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Marketing and promotion |
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38,972 |
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39,569 |
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37,522 |
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116,063 |
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Amortization of intangibles |
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760 |
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1,381 |
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3,182 |
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5,323 |
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Total operating expenses |
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162,200 |
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177,336 |
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191,981 |
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531,517 |
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Operating income |
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20,151 |
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24,791 |
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32,219 |
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77,161 |
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Interest and other, net |
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(356 |
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(554 |
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(355 |
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(1,265 |
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Income from continuing operations before income taxes |
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19,795 |
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24,237 |
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31,864 |
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75,896 |
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Income taxes |
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6,805 |
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8,188 |
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10,743 |
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25,736 |
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Income from continuing operations |
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12,990 |
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16,049 |
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21,121 |
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50,160 |
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Income (loss) from discontinued operations, net of tax |
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(585 |
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191 |
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(1,133 |
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(1,527 |
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Net income |
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$ |
12,405 |
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$ |
16,240 |
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$ |
19,988 |
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$ |
48,633 |
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Basic earnings (loss) per share: |
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Income from continuing operations |
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$ |
0.11 |
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$ |
0.14 |
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$ |
0.18 |
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$ |
0.43 |
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Loss from discontinued operations, net of tax |
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— |
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— |
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(0.01 |
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(0.02 |
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Net income |
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$ |
0.11 |
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$ |
0.14 |
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$ |
0.17 |
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$ |
0.41 |
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Diluted earnings (loss) per share: |
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Income from continuing operations |
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$ |
0.11 |
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$ |
0.14 |
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$ |
0.18 |
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$ |
0.42 |
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Loss from discontinued operations, net of tax |
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— |
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— |
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(0.01 |
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(0.01 |
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Net income |
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$ |
0.11 |
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$ |
0.14 |
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$ |
0.17 |
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$ |
0.41 |
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Weighted average shares outstanding: |
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Basic |
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115,533 |
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117,431 |
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118,584 |
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117,188 |
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Diluted |
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118,030 |
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120,192 |
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120,351 |
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119,392 |
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Quarter |
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First |
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Second |
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Third |
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Fourth |
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Full Year |
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2003 |
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Revenue: |
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Monster |
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$ |
103,468 |
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$ |
100,625 |
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$ |
103,783 |
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$ |
104,920 |
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$ |
412,796 |
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Advertising & Communications |
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32,219 |
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33,550 |
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34,165 |
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36,092 |
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136,026 |
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Directional Marketing |
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24,883 |
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25,716 |
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30,544 |
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22,222 |
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103,365 |
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Total revenue |
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160,570 |
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159,891 |
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168,492 |
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163,234 |
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652,187 |
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Salaries and related |
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69,953 |
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74,192 |
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78,134 |
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80,929 |
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303,208 |
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Office and general |
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41,524 |
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36,615 |
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38,716 |
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37,950 |
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154,805 |
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Marketing and promotion |
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33,514 |
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32,838 |
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30,432 |
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25,593 |
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122,377 |
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Business reorganization and other special charges |
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45,481 |
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154 |
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— |
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— |
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45,635 |
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Amortization of intangibles |
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614 |
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595 |
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601 |
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577 |
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2,387 |
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Total operating expenses |
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191,086 |
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144,394 |
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147,883 |
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145,049 |
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628,412 |
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Operating income (loss) |
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(30,516 |
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15,497 |
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20,609 |
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18,185 |
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23,775 |
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Interest and other, net |
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(902 |
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(77 |
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70 |
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(232 |
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(1,141 |
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Income (loss) from continuing operations before income taxes |
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(31,418 |
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15,420 |
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20,679 |
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17,953 |
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22,634 |
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Income taxes |
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(2,915 |
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6,125 |
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7,286 |
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5,460 |
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15,956 |
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Income (loss) from continuing operations |
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(28,503 |
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9,295 |
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13,393 |
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12,493 |
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6,678 |
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Income (loss) from discontinued operations, net of tax |
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(87,363 |
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352 |
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(1,170 |
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(361 |
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(88,542 |
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Net income (loss) |
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$ |
(115,866 |
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$ |
9,647 |
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$ |
12,223 |
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$ |
12,132 |
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$ |
(81,864 |
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Basic earnings (loss) per share: |
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Income (loss) from continuing operations |
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$ |
(0.26 |
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$ |
0.08 |
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$ |
0.12 |
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$ |
0.11 |
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$ |
0.06 |
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Income (loss) from discontinued operations, net of tax |
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(0.78 |
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0.01 |
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(0.01 |
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— |
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(0.79 |
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Net income (loss) |
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$ |
(1.04 |
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$ |
0.09 |
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$ |
0.11 |
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$ |
0.11 |
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$ |
(0.73 |
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Diluted earnings (loss) per share: |
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Income (loss) from continuing operations |
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$ |
(0.26 |
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$ |
0.08 |
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$ |
0.12 |
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$ |
0.11 |
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$ |
0.06 |
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Loss from discontinued operations, net of tax |
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(0.78 |
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— |
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(0.01 |
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— |
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(0.78 |
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Net income (loss) |
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$ |
(1.04 |
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$ |
0.08 |
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$ |
0.11 |
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$ |
0.11 |
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$ |
(0.72 |
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Weighted average shares outstanding: |
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Basic |
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111,455 |
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111,860 |
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112,342 |
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112,838 |
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112,124 |
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Diluted |
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111,455 |
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113,636 |
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115,249 |
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115,514 |
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114,087 |
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4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MONSTER WORLDWIDE, INC. |
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(Registrant) |
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By: |
/s/ MICHAEL SILECK |
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Michael Sileck |
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Chief Financial Officer |
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Dated: February 1, 2005
5