- Monster Announces Agreement to be Acquired by
Randstad
- Monster Cancels Second Quarter Conference Call in Light of
Transaction Announcement
WESTON, Mass., Aug. 9, 2016 /CNW/ -- Monster Worldwide,
Inc. (NYSE: MWW) today reported summary financial results and a
GAAP to Non GAAP reconciliation schedule for the second quarter
ended June 30, 2016. The Company will
file full second quarter and six months financial results on Form
10-Q before today's market open, which will be available on the
investor relations section of its corporate website,
www.monster.com.
As separately announced today, Monster has entered into a
definitive agreement under which Randstad Holding nv (AMS: RAND),
through a wholly-owned subsidiary, will acquire Monster for
$3.40 per share in cash, or a total
purchase price of approximately $429
million (enterprise value).
Second Quarter Financial Results:
Revenue from continuing operations were $150.9 million with Careers-North America
operations generating $103.7 million
and Careers- International contributing $47.2 million. Total GAAP operating expenses from
continuing operations were $301.5
million, including a pre-tax goodwill impairment charge of
$142.0 million, and the net loss from
continuing operations was $124.2
million, or $1.40 per share.
Non GAAP net loss from continuing operations was $2.1 million, or $0.02 per share. Cash EBITDA was $7.0 million in the second quarter of 2016.
Deferred revenue from continuing operations was $239.3 million.
Cancelling Second Quarter Conference Call:
In light of the announced agreement with Randstad, Monster has
cancelled its second quarter 2016 conference call with analysts and
investors previously scheduled for August 9,
2016 at 8:30 AM ET.
Monster has also suspended any prior guidance provided as a result
of the transaction announcement.
About Monster Worldwide
Monster Worldwide, Inc. (NYSE: MWW) is a global leader in
connecting people to jobs, wherever they are. For more than
20 years, Monster has helped people improve their lives with better
jobs, and employers find the best talent. Today, the Company
offers services in more than 40 countries, providing some of the
broadest, most sophisticated job seeking, career management,
recruitment and talent management capabilities. Monster
continues its pioneering work of transforming the recruiting
industry with advanced technology using intelligent digital, social
and mobile solutions, including our flagship website monster.com®
and a vast array of products and services. For more
information visit http://monster.com/about.
Special Note: The statements in this
release that are not strictly historical, including, without
limitation, statements regarding the Company's strategic direction,
prospects and future results, constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements involve certain risks and uncertainties
and, therefore, actual results may differ materially from what is
expressed or implied herein. Factors that could cause results to
differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to,
economic and other conditions in the markets in which we operate,
risks associated with acquisitions or dispositions, competition,
and the other risks discussed in our Form 10-K and our other
filings made with the Securities and Exchange Commission, which
discussions are incorporated into this release by reference.
Many of the factors that will determine the Company's future
results are beyond the ability of management to control or
predict. Readers should not place undue reliance on the
forward-looking statements in this release as they reflect
management's views only as of the date hereof. The Company
undertakes no obligation to revise or update any of the
forward-looking statements contained in this release or to make any
other forward-looking statements, whether as a result of new
information, future events or otherwise.
Notes Regarding the Use of Non-GAAP Financial
Measures
The Company has provided certain Non-GAAP financial information
as additional information for its operating results. These
measures are not in accordance with, or an alternative for,
generally accepted accounting principles ("GAAP") and may be
different from Non-GAAP measures reported by other companies.
The Company believes that its presentation of Non-GAAP measures
provides useful information to management and investors regarding
certain financial and business trends relating to its financial
condition and results of operations.
Non-GAAP revenue, operating expenses, operating income (loss),
operating margin, income (loss) from continuing operations, income
from discontinued operations, net of tax, net income (loss), net
income (loss) attributable to Monster Worldwide, Inc., and diluted
earnings (loss) per share attributable to Monster Worldwide, Inc.
all exclude certain pro-forma items including: non-cash stock based
compensation expense; non-cash impairment charges; costs incurred
in connection with the Company's restructuring programs; certain
separation charges; certain management advisory fees; amortization
of the debt discount and deferred financing costs associated with
our 3.50% convertible senior notes due 2019; the results of our
former South Korean subsidiary as it has been classified as
discontinued operations; and gain on partial sale of an equity
method investment
In the first quarter of the calendar year 2015, the Company
began to utilize a fixed long-term projected Non-GAAP tax rate for
reporting operating results and for planning, forecasting, and
analyzing future periods. This change provides better
consistency across the interim reporting periods by eliminating the
effects of non-recurring and period-specific items. When
projecting this long-term rate, the Company evaluates a five-year
financial projection comprising the current and the next four years
that exclude the income tax effects of the Non-GAAP pre-tax items
described above, eliminates the effects of non-recurring and period
specific items which can vary in size and frequency, and is
reflective of the anticipated future geographic mix of income among
tax jurisdictions. The projected rate also assumes no new
acquisitions or disposals in the five-year period, eliminates the
effect of tax valuation allowances, and takes into account other
factors including the Company's current tax structure, its existing
tax positions in various jurisdictions and key legislation in major
jurisdictions where the Company operates. The Non-GAAP tax
rate is 35%. The Company intends to re-evaluate this
long-term rate on an annual basis or if any significant events that
may materially affect this long-term rate occur. This
long-term rate could be subject to change for a variety of reasons,
which may include (but are not limited to) for example, significant
changes in the geographic earnings mix including future acquisition
or disposition activity, having less income than anticipated, or
fundamental tax law changes in major jurisdictions where the
Company operates.
Non-GAAP diluted shares includes the impact, based on the
average share price for the period, of the Company's outstanding
capped call transactions, which are anti-dilutive in GAAP earnings
per share, but are expected to mitigate the dilutive effect of the
Company's 3.50% convertible senior notes due 2019.
The Company uses these Non-GAAP measures for reviewing the
ongoing results of the Company's core business operations and in
certain instances, for measuring performance under certain of the
Company's incentive compensation plans. These Non-GAAP
measures may not be comparable to similarly titled measures
reported by other companies.
Cash EBITDA is defined as income (loss) from continuing
operations or net income (loss), as applicable, before income
(loss) in equity interests, net, provision for (benefit from)
income taxes, interest and other, net, gain on partial sale of
equity method investment, depreciation, amortization, non-cash
compensation expense and non-cash impairment charges. The
Company considers Cash EBITDA to be an important indicator of its
operational strength which the Company believes is useful to
management and investors in evaluating its operating performance.
Cash EBITDA is a non-GAAP measure and may not be comparable
to similarly titled measures reported by other companies.
Adjusted EBITDA is defined as income (loss) from continuing
operations or net income (loss), as applicable, before income
(loss) in equity interests, net, provision for (benefit from)
income taxes, interest and other, net, gain on partial sale of
equity method investment, depreciation, amortization, non-cash
compensation expense, non-cash impairment charges, costs incurred
with the Company's restructuring programs, and the impact of the
pro-forma items discussed above. The Company considers
Adjusted EBITDA to be an important indicator of its operational
strength which the Company believes is useful to management and
investors in evaluating its operating performance. Adjusted
EBITDA is a non-GAAP measure and may not be comparable to similarly
titled measures reported by other companies.
MONSTER WORLDWIDE,
INC.
|
UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
(in thousands,
except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
150,912
|
|
$
167,730
|
|
$
308,699
|
|
$
340,612
|
|
|
|
|
|
|
|
|
|
Salaries and
related
|
|
78,317
|
|
85,363
|
|
156,466
|
|
174,713
|
Office and
general
|
|
44,387
|
|
42,998
|
|
86,168
|
|
87,792
|
Marketing and
promotion
|
|
33,426
|
|
30,416
|
|
62,908
|
|
61,047
|
Restructuring and
other special charges
|
|
-
|
|
5,915
|
|
-
|
|
26,007
|
Goodwill
impairment
|
|
142,002
|
|
-
|
|
142,002
|
|
-
|
Impairment of
indefinite lived intangible assets
|
|
3,400
|
|
-
|
|
3,400
|
|
-
|
Total operating
expenses
|
|
301,532
|
|
164,692
|
|
450,944
|
|
349,559
|
|
|
|
|
|
|
|
|
|
Operating (loss)
income
|
|
(150,620)
|
|
3,038
|
|
(142,245)
|
|
(8,947)
|
|
|
|
|
|
|
|
|
|
Gain on partial sale
of equity method investment
|
|
-
|
|
-
|
|
-
|
|
8,849
|
|
|
|
|
|
|
|
|
|
Interest and other,
net
|
|
(2,929)
|
|
(3,409)
|
|
(6,406)
|
|
(6,615)
|
|
|
|
|
|
|
|
|
|
Loss before income
taxes and (loss) income in equity interests
|
|
(153,549)
|
|
(371)
|
|
(148,651)
|
|
(6,713)
|
|
|
|
|
|
|
|
|
|
(Benefit from)
provision for income taxes
|
|
(29,435)
|
|
1,819
|
|
(26,128)
|
|
(12,126)
|
(Loss) income in
equity interests, net
|
|
(41)
|
|
292
|
|
209
|
|
72
|
|
|
|
|
|
|
|
|
|
(Loss) income from
continuing operations
|
|
(124,155)
|
|
(1,898)
|
|
(122,314)
|
|
5,485
|
|
|
|
|
|
|
|
|
|
Income from
discontinued operations, net of tax
|
|
-
|
|
2,036
|
|
-
|
|
3,842
|
|
|
|
|
|
|
|
|
|
Net (loss)
income
|
|
(124,155)
|
|
138
|
|
(122,314)
|
|
9,327
|
|
|
|
|
|
|
|
|
|
Net income
attributable to noncontrolling interest
|
|
-
|
|
(1,181)
|
|
-
|
|
(2,200)
|
|
|
|
|
|
|
|
|
|
Net (loss) income
attributable to Monster Worldwide, Inc.
|
|
$
(124,155)
|
|
$
(1,043)
|
|
$
(122,314)
|
|
$
7,127
|
|
|
|
|
|
|
|
|
|
Basic (loss)
earnings per share attributable to Monster Worldwide,
Inc.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from
continuing operations
|
|
$
(1.40)
|
|
$
(0.02)
|
|
$
(1.38)
|
|
$
0.06
|
Income from
discontinued operations, net of tax
|
|
-
|
|
0.01
|
|
-
|
|
0.02
|
Basic (loss)
earnings per share attributable to Monster Worldwide,
Inc.
|
|
$
(1.40)
|
|
$
(0.01)
|
|
$
(1.38)
|
|
$
0.08
|
|
|
|
|
|
|
|
|
|
Diluted (loss)
earnings per share attributable to Monster Worldwide,
Inc.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from
continuing operations
|
|
$
(1.40)
|
|
$
(0.02)
|
|
$
(1.38)
|
|
$
0.06
|
Income from
discontinued operations, net of tax
|
|
-
|
|
0.01
|
|
-
|
|
0.02
|
Diluted (loss)
earnings per share attributable to Monster Worldwide,
Inc.
|
|
$
(1.40)
|
|
$
(0.01)
|
|
$
(1.38)
|
|
$
0.08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
88,683
|
|
90,067
|
|
88,802
|
|
89,605
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
88,683
|
|
90,067
|
|
88,802
|
|
93,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
(loss) income from continuing operations to Cash EBITDA and
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from
continuing operations
|
|
$
(124,155)
|
|
$
(1,898)
|
|
$
(122,314)
|
|
$
5,485
|
Loss (income) in
equity interests, net
|
|
41
|
|
(292)
|
|
(209)
|
|
(72)
|
(Benefit from)
provision for income taxes
|
|
(29,435)
|
|
1,819
|
|
(26,128)
|
|
(12,126)
|
Interest and other,
net
|
|
2,929
|
|
3,409
|
|
6,406
|
|
6,615
|
Impairment of
indefinite lived intangible assets
|
|
3,400
|
|
-
|
|
3,400
|
|
-
|
Goodwill
impairment
|
|
142,002
|
|
-
|
|
142,002
|
|
-
|
Gain on partial sale
of equity method investment
|
|
-
|
|
-
|
|
-
|
|
(8,849)
|
Depreciation and
amortization of intangibles
|
|
10,230
|
|
11,109
|
|
20,255
|
|
22,599
|
Stock-based
compensation
|
|
1,972
|
|
3,613
|
|
3,051
|
|
8,018
|
Restructuring
non-cash charges
|
|
-
|
|
-
|
|
-
|
|
4,226
|
Cash
EBITDA
|
|
$
6,984
|
|
$
17,760
|
|
$
26,463
|
|
$
25,896
|
|
|
|
|
|
|
|
|
|
Management advisory
fees
|
|
2,194
|
|
-
|
|
3,752
|
|
-
|
Separation
charges
|
|
-
|
|
2,000
|
|
417
|
|
2,000
|
Restructuring and
other special charges, less non-cash items
|
|
-
|
|
5,915
|
|
-
|
|
21,781
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
$
9,178
|
|
$
25,675
|
|
$
30,632
|
|
$
49,677
|
|
MONSTER WORLDWIDE,
INC.
|
|
|
UNAUDITED
STATEMENTS OF OPERATIONS AND NON-GAAP
RECONCILIATIONS
|
|
|
(in thousands,
except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, 2016
|
|
Three Months Ended
June 30, 2015
|
|
|
|
|
As
Reported
|
|
Non GAAP
Adjustments
|
|
Consolidated
Non GAAP
|
|
As
Reported
|
|
Non GAAP
Adjustments
|
|
Consolidated
Non GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
150,912
|
|
$
-
|
|
$
150,912
|
|
$
167,730
|
|
$
-
|
|
$
167,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and related
|
|
78,317
|
|
(1,972)
|
a
|
76,345
|
|
85,363
|
|
(5,612)
|
a
|
79,751
|
|
Office and general
|
|
44,387
|
|
(2,194)
|
c
|
42,193
|
|
42,998
|
|
-
|
|
42,998
|
|
Marketing and promotion
|
|
33,426
|
|
-
|
|
33,426
|
|
30,416
|
|
-
|
|
30,416
|
|
Restructuring and other special charges
|
|
-
|
|
-
|
|
-
|
|
5,915
|
|
(5,915)
|
b
|
-
|
|
Goodwill impairment
|
|
142,002
|
|
(142,002)
|
e
|
-
|
|
-
|
|
-
|
|
-
|
|
Impairment of indefinite lived intangible
assets
|
|
3,400
|
|
(3,400)
|
d
|
-
|
|
-
|
|
-
|
|
-
|
|
Total operating expenses
|
|
301,532
|
|
(149,568)
|
|
151,964
|
|
164,692
|
|
(11,527)
|
|
153,165
|
|
Operating (loss)
income
|
|
(150,620)
|
|
149,568
|
|
(1,052)
|
|
3,038
|
|
11,527
|
|
14,565
|
|
Operating margin
|
|
(99.8%)
|
|
|
|
(0.7%)
|
|
1.8%
|
|
|
|
8.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other, net
|
|
(2,929)
|
|
887
|
f
|
(2,042)
|
|
(3,409)
|
|
1,253
|
f
|
(2,156)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income
before income taxes and (loss) income in equity
interests
|
|
(153,549)
|
|
150,455
|
|
(3,094)
|
|
(371)
|
|
12,780
|
|
12,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit from) provision for income taxes
|
|
(29,435)
|
|
28,352
|
h
|
(1,083)
|
|
1,819
|
|
2,525
|
h
|
4,344
|
|
(Loss) income in equity interests, net
|
|
(41)
|
|
-
|
|
(41)
|
|
292
|
|
-
|
|
292
|
|
(Loss) income from
continuing operations
|
|
(124,155)
|
|
122,103
|
|
(2,052)
|
|
(1,898)
|
|
10,255
|
|
8,357
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from
discontinued operations, net of tax
|
|
-
|
|
-
|
|
-
|
|
2,036
|
|
(2,036)
|
i
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
income
|
|
(124,155)
|
|
122,103
|
|
(2,052)
|
|
138
|
|
8,219
|
|
8,357
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
attributable to noncontrolling interest
|
|
-
|
|
-
|
|
-
|
|
(1,181)
|
|
1,181
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
attributable to Monster Worldwide, Inc.
|
|
$
(124,155)
|
|
$
122,103
|
|
$
(2,052)
|
|
$
(1,043)
|
|
$
9,400
|
|
$
8,357
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted (loss)
earnings per share attributable to Monster Worldwide,
Inc.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from
continuing operations
|
|
$
(1.40)
|
|
$
1.38
|
|
$
(0.02)
|
|
$
(0.02)
|
|
$
0.11
|
|
$
0.09
|
|
Income from
discontinued operations, net of tax
|
|
-
|
|
-
|
|
-
|
|
0.01
|
|
(0.01)
|
|
-
|
|
Diluted (loss)
earnings per share attributable to Monster Worldwide,
Inc.:
|
|
$
(1.40)
|
|
$
1.38
|
|
$
(0.02)
|
|
$
(0.01)
|
|
$
0.10
|
|
$
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
88,683
|
|
-
|
|
88,683
|
|
90,067
|
|
807
|
j,k
|
90,874
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, 2016
|
|
Six Months Ended
June 30, 2015
|
|
|
|
|
As
Reported
|
|
Non GAAP
Adjustments
|
|
Consolidated
Non GAAP
|
|
As
Reported
|
|
Non GAAP
Adjustments
|
|
Consolidated
Non GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
308,699
|
|
$
-
|
|
$
308,699
|
|
$
340,612
|
|
$
-
|
|
$
340,612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
related
|
|
156,466
|
|
(3,468)
|
a
|
152,998
|
|
174,713
|
|
(10,017)
|
a
|
164,696
|
|
Office and
general
|
|
86,168
|
|
(3,752)
|
c
|
82,416
|
|
87,792
|
|
-
|
|
87,792
|
|
Marketing and
promotion
|
|
62,908
|
|
-
|
|
62,908
|
|
61,047
|
|
-
|
|
61,047
|
|
Restructuring and
other special charges
|
|
-
|
|
-
|
|
-
|
|
26,007
|
|
(26,007)
|
b
|
-
|
|
Goodwill
impairment
|
|
142,002
|
|
(142,002)
|
e
|
-
|
|
-
|
|
-
|
|
-
|
|
Impairment of
indefinite lived intangible assets
|
|
3,400
|
|
(3,400)
|
d
|
-
|
|
-
|
|
-
|
|
-
|
|
Total operating expenses
|
|
450,944
|
|
(152,622)
|
|
298,322
|
|
349,559
|
|
(36,024)
|
|
313,535
|
|
Operating income
(loss)
|
|
(142,245)
|
|
152,622
|
|
10,377
|
|
(8,947)
|
|
36,024
|
|
27,077
|
|
Operating
margin
|
|
(46.1%)
|
|
|
|
3.4%
|
|
(2.6%)
|
|
|
|
7.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on partial sale
of equity method investment
|
|
-
|
|
-
|
|
-
|
|
8,849
|
|
(8,849)
|
g
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other,
net
|
|
(6,406)
|
|
2,132
|
f
|
(4,274)
|
|
(6,615)
|
|
2,537
|
f
|
(4,078)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income
before income taxes and income (loss) in equity
interests
|
|
(148,651)
|
|
154,754
|
|
6,103
|
|
(6,713)
|
|
29,712
|
|
22,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit from)
provision for income taxes
|
|
(26,128)
|
|
28,264
|
h
|
2,136
|
|
(12,126)
|
|
20,177
|
h
|
8,051
|
|
Income in equity
interests, net
|
|
209
|
|
-
|
|
209
|
|
72
|
|
-
|
|
72
|
|
(Loss) income from
continuing operations
|
|
(122,314)
|
|
126,490
|
|
4,176
|
|
5,485
|
|
9,535
|
|
15,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from
discontinued operations, net of tax
|
|
-
|
|
-
|
|
-
|
|
3,842
|
|
(3,842)
|
i
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
income
|
|
(122,314)
|
|
126,490
|
|
4,176
|
|
9,327
|
|
5,693
|
|
15,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
attributable to noncontrolling interest
|
|
-
|
|
-
|
|
-
|
|
(2,200)
|
|
2,200
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
attributable to Monster Worldwide, Inc.
|
|
$
(122,314)
|
|
$
126,490
|
|
$
4,176
|
|
$
7,127
|
|
$
7,893
|
|
$
15,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted (loss)
earnings per share attributable to Monster Worldwide,
Inc.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from
continuing operations
|
|
$
(1.38)
|
|
$
1.43
|
|
$
0.05
|
|
$
0.06
|
|
$
0.11
|
|
$
0.17
|
|
Income from
discontinued operations, net of tax
|
|
-
|
|
-
|
|
-
|
|
0.02
|
|
(0.02)
|
|
-
|
|
Diluted (loss)
earnings per share attributable to Monster Worldwide,
Inc.:
|
|
(1.38)
|
|
$
1.43
|
|
0.05
|
|
0.08
|
|
$
0.09
|
|
0.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
88,802
|
|
733
|
k
|
89,535
|
|
93,218
|
|
(2,417)
|
j
|
90,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note Regarding Non
GAAP Adjustments:
|
|
The financial
information included herein contains certain Non-GAAP financial
measures. This information is not intended to be used in
place of the financial information prepared and presented in
accordance with GAAP, nor is it intended to be considered in
isolation. We believe that the above presentation of Non-GAAP
measures provide useful information to management and investors
regarding certain core operating and business trends relating to
our results of operations, exclusive of certain restructuring
related and other special charges.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non GAAP
adjustments consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a
|
Costs related to
stock based compensation. Additionally, the Company incurred $0.4
million of separation charges in Q1 2016 primarily relating to the
reorganization of the sales force in North
America.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
b
|
Restructuring related
charges pertaining to the "Reallocate to Accelerate" program
announced in February 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
c
|
Charges incurred
primarily related to management advisory fees. This engagement
ended during Q2 2016 and no additional fees are expected in future
periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
d
|
Impairment of
indefinite lived intangible assets recognized in Q2
2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
e
|
The Company
recognized an estimated pre-tax goodwill impairment charge of
$142.0 million, or $114.9 million on a net of tax basis, to the
Careers-North America reporting unit during Q2 2016. Due to
the complexities involved in estimating the fair value of certain
assets and liabilities, the Company has not finalized its
impairment analysis as of August 9, 2016. The Company will
complete a formal impairment analysis during Q3 2016 and recognize
any adjustments to the estimated impairment charge at that
time. We believe that our preliminary estimate is reasonable
and represents the Company's best estimate of the goodwill
impairment loss to be incurred, however, it is possible that the
completion of the formal analysis may result in a material
adjustment to this preliminary estimate in Q3 2016. This
charge does not impact our liquidity, cash flows from operations,
future operations, or compliance with debt covenants.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
f
|
Non-GAAP interest
expense related to the debt discount and amortization of the
deferred financing costs related to the Company's convertible notes
due 2019. The charges in Q2 2016 were slightly offset by a $0.3
million gain recognized on the sale of domains during the
quarter.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
g
|
Gain on partial sale
of equity method investment during Q2 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
h
|
Beginning in Q1 2015,
the Non-GAAP income tax provision is calculated using a fixed
long-term projected Non-GAAP tax rate of 35% as applied to Non-GAAP
pre-tax income. Prior to Q1 2015, the Non-GAAP income tax
adjustment was calculated using the effective rate of the reporting
period, as adjusted for the effects of certain non-deductible stock
based compensation and provisions for tax valuation
allowances.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
i
|
Non-GAAP adjustment
relates to the sale of our former subsidiary in South Korea in
October 2015, and primarily includes the operations of our former
subsidiary.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
j
|
Non-GAAP adjustment
includes the impact, based on the average share price for the
period, of the Company's outstanding capped call transactions,
which are anti-dilutive in GAAP earnings per share but are expected
to mitigate the dilutive effect of the Company's convertible notes
due 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
k
|
Non-GAAP adjustment
includes the dilutive impact of the Company's non-vested stock
under employee compensation plans as anitidilutive on a GAAP
basis.
|
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SOURCE Monster Worldwide, Inc.