UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013
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 001-34209
MONSTER WORLDWIDE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE | 13-3906555 | |
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
(I.R.S. EMPLOYER IDENTIFICATION NUMBER) |
622 Third Avenue, New York, New York 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 351-7000
(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class |
Name of Each Exchange on Which Registered | |
Common Stock, par value $.001 per share | New York Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined under Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
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 þ No ¨
Indicate by check whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ 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 registrants 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. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | þ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The aggregate market value of common stock held by non-affiliates of the registrant was approximately $543,013,751 as of June 28, 2013, the last business day of the registrants second fiscal quarter of 2013.
As of January 31, 2014, there were 96,118,466 shares of the registrants common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement to be used in connection with its 2014 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
Page | ||||||
PART I | ||||||
ITEM 1. | 1 | |||||
ITEM 1A. | 6 | |||||
ITEM 1B. | 13 | |||||
ITEM 2. | 13 | |||||
ITEM 3. | 14 | |||||
ITEM 4. | 14 | |||||
PART II | ||||||
ITEM 5. | 15 | |||||
ITEM 6. | 17 | |||||
ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
18 | ||||
ITEM 7A. | 40 | |||||
ITEM 8. | 41 | |||||
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
74 | ||||
ITEM 9A. | 74 | |||||
ITEM 9B. | 76 | |||||
PART III | ||||||
ITEM 10. | 77 | |||||
ITEM 11. | 77 | |||||
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
77 | ||||
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
77 | ||||
ITEM 14. | 77 | |||||
PART IV | ||||||
ITEM 15. | 78 |
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Special Note About Forward-Looking Statements
Monster Worldwide, Inc. (together with its consolidated subsidiaries, the Company, Monster, Monster Worldwide, we, our or us) makes forward-looking statements in this report and in other reports and proxy statements that we file with the Securities and Exchange Commission (the SEC). Except for historical information contained herein, the statements made in this report constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Such forward-looking statements involve certain risks and uncertainties, including statements regarding our strategic direction, prospects and future results. Certain factors, including factors outside of our control, may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, among other things, the global economic and financial market environment; risks associated with cuts in government spending; risks relating to our foreign operations; risks relating to the European debt crisis and market perceptions concerning the instability of the euro; our ability to maintain and enhance the value of our brands, particularly Monster; competition; fluctuations in our quarterly operating results; our ability to adapt to rapid developments in technology; our ability to continue to develop and enhance our information technology systems; concerns related to our privacy policies and our compliance with applicable data protection laws and regulations; intrusions on our systems; interruptions, delays or failures in the provision of our services; our vulnerability to intellectual property infringement claims brought against us by others; our ability to protect our proprietary rights and maintain our rights to use key technologies of third parties; the risk that acquisitions or partnerships may not achieve the expected benefits to us; our ability to attract and retain talented employees, including senior management; potential write-downs if our goodwill or amortizable intangible assets become impaired; adverse determinations by domestic and/or international taxation authorities related to our estimated tax liabilities; effects of anti-takeover provisions in our organizational documents that could inhibit the acquisition of Monster Worldwide by others; volatility in our stock price; risks associated with government regulation; the outcome of litigation we may become involved in from time to time; and other risks and uncertainties set forth from time to time in our reports and other filings made with the SEC, including under Part I, Item 1A. Risk Factors of this report.
We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report.
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PART I
ITEM 1. | BUSINESS |
Introduction
Monster Worldwide is the global leader in successfully connecting job opportunities and people. Monster uses the worlds most advanced technology to help people Find Better®, matching people to job opportunities via digital, social and mobile solutions including monster.com®, our flagship website, and employers to the best talent using our vast array of products and services. As an Internet pioneer, more than 200 million people have registered on the Monster Worldwide network, with over 1 million new members registering each month. Today, with a local presence in more than 40 countries, we provide the broadest, most sophisticated job seeking, career management, recruitment and talent management capabilities globally, with the widest range of job opportunities across the employment spectrum as well as the most diverse talent to fill those positions. We offer our unique 6Sense® search technology to allow job seekers and employers to quickly find a precise match. Increasingly important, our Career Ad Network®, which is a recruitment-focused online advertising network, reaches, on average, over 110 million Internet users globally each month. Our services and solutions include: searchable job advertisements; resume database access; professional networking; recruitment media solutions through our advertising network and partnerships; and other career-related content. Job seekers can search our job advertisements and post their resumes for free on each of our career websites and mobile applications. Employers pay to: advertise available jobs and recruitment related services; search our resume database; and access other career-related services.
Our principal executive offices are located at 622 Third Avenue, New York, New York 10017. Our telephone number is (212) 351-7000 and our Internet address for corporate information is http://www.about-monster.com. Our predecessor business was founded in 1967, and our current company was incorporated in Delaware and became a public company in 1996. We make all of our public filings with the SEC available on our http://www.about-monster.com website, free of charge, under the caption Investor RelationsSEC Filings. Included in these filings are our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, which are available as soon as reasonably practicable after we electronically file or furnish such materials with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act.
Our Strategy
Monster Worldwides long-term business strategy is designed to capitalize on the numerous opportunities that exist in the global online recruitment marketplace and related markets. Our strategy calls for strategic investment in product, technology, brand support and customer service to expand our global leadership position in an effort to achieve long-term growth and profitability and create shareholder value. In support of this strategy, we continue to invest in our operations on a global basis while controlling the growth of operating expenses.
Monsters focus is on the needs of its customers, both employers and job seekers. Our advanced products and services are intended to improve the seeker experience while also developing deeper relationships with our employer customers. Through our innovative products and website, we offer greater value to all job seekers who look to manage their careers, even those who are not actively engaged in a job search. Our product offerings and services are designed to enhance seeker engagement and increase job response rates. We believe that more active seeker engagement will translate directly into higher quality candidates for our employer customers. For employers, our tools and features allow them to more efficiently and effectively attract and find the most relevant candidates for their job openings.
We operate in an industry and in markets that are continually evolving with the entrance of new competitors and the changing needs of seekers and employers. The Company adjusts its product offerings and makes new investments in its technology platform in order to meet the challenges presented by the market evolution. Our patented 6Sense semantic search and matching technology is the backbone of a growing family of products for both job seekers and employers. Our innovative and proprietary semantic resume search product, Power Resume Search® (PRS) is available to customers in North America, Germany, the United Kingdom, France and the Netherlands. Our 6Sense technology transforms traditional keyword-based processes by assisting our customers in matching candidates to their required job specifications. For seekers, our 6Sense powered job search has changed how they explore, find and apply for jobs. We introduced our cloud-based search product SeeMore® in the third quarter of 2011, which allows our customers to utilize our patented semantic search technology on their own talent databases. Our Career Ad Network (CAN) is a recruitment-focused online advertising network that distributes our employer customers job advertisements across a broad array of targeted websites and is an effective way of expanding our employer customers pool of active and passive seekers. On a global basis, nearly 20% of Monsters business is derived from our advanced and proprietary product offerings, including PRS, SeeMore and CAN, which continue to outperform our more traditional offerings.
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We operate a government solutions business, Monster Government Solutions (MGS), which sells software solutions to federal, state and local governments and educational institutions within the United States. In 2012, we expanded our MGS business to Europe and signed the largest international transaction in the Companys history with the United Kingdom Government for over $20 million. MGS provides recruitment solutions that engage seekers and employers online, enable MGS customers to attract qualified candidates, expedite time to hire and create online communities using innovative technologies and services. These services primarily include customized career sites hosted by MGS utilizing a Software as a Service (SaaS) model. Additionally, we offer our customers applicant tracking services, diversity offerings and other ancillary services either directly or through alliances to meet their changing needs.
Our Internet Advertising & Fees business operates a network of websites that connect companies to highly targeted audiences at critical stages in their lives. Our goal is to offer compelling online services for the users of such websites through personalization, community features and enhanced content. We monetize this web traffic through display advertising and lead generation. We believe that these properties appeal to advertisers and other third parties as they deliver certain discrete demographics entirely online.
Our global sales structure allows us to sell and distribute our products and services to large, medium and small businesses on a local basis. Our objective is to offer existing customers additional products while expanding our coverage to attract new customers. We service existing and potential customers through a field sales force, telephone sales force and an online service, which we refer to as our e-Commerce channel, where customers can advertise jobs and access the resume database without sales force involvement. We have integrated our field and telesales forces in the United States and aligned our sales resources regionally so we can operate more efficiently and provide a high touch, consultative service to customers. In order to support our broadened product portfolio and our expanded sales resources, we have in-sourced, centralized and standardized our global call center operations to create a customer focused, proactive value added model.
Recent Developments
In the fourth quarter of 2013, the Company sold a 49.99% interest in JobKorea Ltd. (JobKorea), its wholly owned subsidiary located in South Korea, to H&Q Korea. H&Q Korea, an affiliate of H&Q Asia Pacific, a leading Asian private equity firm, is a pioneer in the development of Koreas private equity industry, and one of the top private equity managers in the country. The Company will retain a controlling interest in JobKorea and will leverage H&Q Koreas expertise and extensive Asia Pacific regional network to enhance and grow this profitable business.
Additionally, in the fourth quarter of 2013, the Company entered into an agreement with Alma Media Corporation (Alma Media), a leading media company focusing on digital services and publishing, to expand our relationship beyond the existing joint venture company located in Finland. The transaction closed in the first quarter of 2014. Under the new agreement, Monster and Alma Media each contributed several additional entities and businesses in the Eastern European and Baltics region, with Monster contributing its wholly owned subsidiaries located in the Czech Republic, Poland and Hungary. Monster has an equity ownership of 15% of the new, larger joint venture with the opportunity to increase ownership up to 20%. Combining these assets creates the online career services leader in the region.
Our Services
We operate in three reportable segments: Careers-North America; Careers-International; and Internet Advertising & Fees. For the year ended December 31, 2013, these segments represented approximately 55%, 36% and 9% of our consolidated revenue, respectively. Please see Note 17-Segment and Geographic Data to the Companys financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion of our segment results.
Careers (North America and International)
Monster is the premier global online and mobile employment solution, matching the right person to the right job. Monster has a presence in more than 40 countries around the world. We earned 36%, 39%, and 40% of our total revenue from continuing operations outside of North America in the years ended December 31, 2013, 2012 and 2011, respectively. With a local presence in key markets in North America, Europe, and Asia, Monster works by connecting employers with quality job seekers at all levels and by providing searchable jobs and career management resources online. We have been able to build on Monsters brand and create worldwide awareness by offering online recruiting solutions that we believe are redefining the way employers and job seekers connect. For the employer, our goal is to provide the most effective solutions and easiest to use technology to simplify the hiring process and deliver access to our community of job seekers. For job seekers, our purpose is to improve their careers by providing work-related content, services and advice.
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Our services and solutions include: searchable job postings; resume database access; recruitment media solutions throughout our network; and other career-related content. Job seekers can search our job postings and post their resumes on each of our career websites. Employers and human resources companies pay to: advertise jobs; search our resume database; and utilize career site hosting and other services such as recruitment media.
Monster has traditionally targeted the enterprise market, or those businesses that we consider to be among the 1,500 largest organizations globally. However, we have increased our efforts to expand our penetration into the small-to-medium sized businesses (SMBs), those businesses with approximately 10 to 2,000 employees that operate primarily in local and regional markets. We currently have alliances with media and publishing companies, including approximately 1,000 newspapers in the United States, which extends our presence with local and regional job seekers.
Internet Advertising & Fees
Our Internet Advertising & Fees business operates a network of websites that connect companies to highly targeted audiences at critical stages in their lives. Our goal is to offer compelling online services for the users of such websites through personalization, community features and enhanced content. We monetize this web traffic through display advertising and lead generation. We believe that these properties appeal to advertisers and other third parties as they deliver certain discrete demographics entirely online. Beginning in the third quarter of 2011, the Company no longer engages in arbitrage lead generation activities due to the diminishing profit opportunity and the promulgation of new regulations applicable to the Companys customers in the for-profit education business.
Revenue for the Internet Advertising & Fees segment is derived primarily from two types of services: display advertising and lead generation. Display advertising opportunities have been integrated across the Monster Worldwide network of websites, allowing marketers to deliver targeted online advertising messages via numerous sizes and formats of creative units. Consumers come to Monsters websites for information and advice on how to manage critical life transitions, and this environment is typically seen by marketers as desirable for the promotion of products and services as consumers are actively looking for new ideas and solutions. Lead generation is a direct response business in which marketers pay for connections to consumers whose demographics match the requirements of specific business offerings and who request information about the offerings. Our large database of users and ongoing collection of numerous points of data allows us to provide our customers with targeted and valuable opportunities to connect with interested consumers.
Sales and Marketing
The Companys sales resources consist of field sales, telesales, and a self-service e-Commerce channel. Our sales activities are geared towards enterprise, SMB, government agencies, advertising agencies and educational institutions. The field and telesales resources for our Careers business in the United States are regionalized to better serve our customers with a more high touch, consultative approach, while providing greater efficiencies for developing new business opportunities. We have specialty units within the sales organization, dedicated to serving our vertical markets, such as: government; healthcare; staffing; and newspapers. Our telesales staff is primarily responsible for telemarketing and customer service for SMBs and is located in our offices around the world. Our field sales staff focuses on both local and national customers and is also dispersed throughout our offices globally. Our e-Commerce channel is available to all customer groups and is currently most heavily used by smaller employers. Our Internet Advertising & Fees sales force is located throughout the United States and is focused on cross-selling the products of each property within its network.
The majority of our advertising budget is allocated to online advertising including: search engine marketing; alliances; and distributed job content to drive unique visitors to search for and apply to jobs. Our marketing approach also includes a regionally varied selection of traditional offline advertising such as: television; radio; and business, consumer and trade publications to market and promote the Monster brand and our innovative products and services. The majority of our marketing and promotion expense is allocated to our Careers-North America and Careers-International segments.
Customers
Our customers are comprised of individuals, small and medium-sized organizations, enterprise organizations, federal, state and local government agencies and educational institutions. No one customer accounts for more than 5% of our total annual revenue.
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Competition
The markets for our services and products are highly competitive and are characterized by pressure to win new customers, expand the market for our services and incorporate new capabilities and technologies. We face competition from a number of sources. These sources include other employment-related websites, including websites that aggregate job advertisements from multiple company websites and job sites; professional networking and social networking websites; general classified advertising websites; traditional media companies (primarily newspaper publishers); Internet portals; search engines; and general-interest websites such as blogs. The barriers to entry into Internet businesses like ours are relatively low. As a result, new competitors continuously arise.
In addition to traditional competitors that provide products and services that are very similar to Monsters core products and services, we face increasing competition from a broad range of competitor types. Professional networking websites have had significant success over the past several years in gaining large numbers of members and attracting employer customers with products that compete directly with our products. Many niche career websites have been launched targeted at specific industry verticals, and many industry blogs and websites now provide employment advertising opportunities for employers within specific industries. Jobs aggregator websites have become a source of competition as they permit job seekers to search multiple company websites and job boards. Low-cost and free classified advertising websites have also gained increased acceptance with employers.
Some of our competitors or potential competitors may have greater financial, management, technological, development, sales, marketing and other resources than we do. In addition, our ability to maintain our existing customers and generate new customers depends to a significant degree on the quality of our services, pricing and reputation among our customers and potential customers.
Intellectual Property
Our success and ability to compete are dependent in part on the protection of our domain names, trademarks, trade names, service marks, patents and other proprietary rights. We rely on copyright laws to protect the original website content that we develop. In addition, we rely on federal, state and foreign trademark laws to provide additional protection for the identifying marks appearing on and the design and appearance of our Internet sites. A degree of uncertainty exists concerning the application and enforcement of copyright and trademark laws with respect to the Internet, and there can be no assurance that existing laws will provide adequate protection for our original content or the appearance of our Internet sites. In addition, because copyright laws do not prohibit independent development of similar content, there can be no assurance that copyright laws will provide any competitive advantage to us. We also assert common law protection on certain names and marks that we have used in connection with our business activities.
We rely on trade secret, copyright and patent laws to protect the proprietary technologies that we have developed to manage and improve our Internet sites and advertising services, but there can be no assurance that such laws will provide sufficient protection to us, that others will not develop technologies that are similar or superior to ours, or that third parties will not copy or otherwise obtain and use our technologies without authorization. We have obtained patents and applied for several other patents with respect to certain of our software systems, methods and related technologies, but there can be no assurance that any pending applications will be granted or that any patents will not be challenged, invalidated or circumvented in the future, or that the rights granted thereunder will provide us with a competitive advantage. In addition, we rely on certain technology licensed from third parties, and may be required to license additional technology in the future, for use in managing our Internet sites and providing related services to users and advertising customers. Our ability to generate fees from Internet commerce may also depend on data encryption and authentication technologies that we may be required to license from third parties. There can be no assurance that these third-party technology licenses will be available or will continue to be available to us on acceptable commercial terms or at all. The inability to enter into and maintain any of these technology licenses could significantly harm our business, financial condition and operating results.
Policing unauthorized use of our proprietary technology and other intellectual property rights could entail significant expense and could be difficult or impossible, particularly given the global nature of the Internet and the fact that the laws of other countries may afford us little or no effective protection of our intellectual property.
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We have been named as defendants in lawsuits from time to time alleging that we infringed on patents of third parties. There can be no assurance that other third parties will not assert against us claims of patent, copyright or trademark infringement. We anticipate an increase in patent infringement claims involving Internet-related technologies as the number of products and competitors in this market grows and as related patents are issued. Further, there can be no assurance that third parties will not claim that we have misappropriated their trade secrets, creative ideas or formats or otherwise infringed their proprietary rights in connection with our Internet content or technology. Any claims of infringement or misappropriation, with or without merit, could be time consuming to defend, result in costly litigation, divert management attention, and require us to enter into costly royalty or licensing arrangements. If a party claiming infringement is successful, we could be required to pay substantial licensing fees or compensatory or punitive damages, and we could be enjoined from using important technologies or methods. If we are enjoined, it may not be possible or commercially practical for us to develop or obtain and implement substitute technologies or methods that are not covered by a third partys intellectual property. Any of these outcomes could significantly harm our business, financial condition and operating results.
Employees
As of January 31, 2014, we employed approximately 4,000 people worldwide, a decrease of approximately 1,000 employees over the prior year, primarily resulting from our restructuring efforts.
Executive Officers
As of January 31, 2014, our executive officers were as follows:
Name |
Age | Position | ||
Salvatore Iannuzzi | 60 | Chairman of the Board of Directors, President and Chief Executive Officer | ||
James M. Langrock | 48 | Executive Vice President and Chief Financial Officer | ||
Lise Poulos | 55 | Executive Vice President and Chief Administrative Officer | ||
Mark Stoever | 46 | Executive Vice President, Corporate Development and Internet Advertising | ||
Michael B. McGuinness | 37 | Senior Vice President, Chief Accounting Officer and Global Controller |
Salvatore Iannuzzi has been our Chairman of the Board of Directors, President and Chief Executive Officer of the Company since April 2007. Prior to joining the Company, Mr. Iannuzzi served as President of Motorola, Inc.s Enterprise Mobility business from January 2007 to April 2007. Prior to that, Mr. Iannuzzi served as President and Chief Executive Officer of Symbol Technologies, Inc. (Symbol), a publicly traded company engaged in the business of manufacturing and servicing products and systems used in end-to-end enterprise mobility solutions, from January 2006 to January 2007, when Symbol was sold to Motorola, Inc. He previously served as Symbols Interim President and Chief Executive Officer and Chief Financial Officer from August 2005 to January 2006 and as Senior Vice President, Chief Administrative and Control Officer from April 2005 to August 2005. He also served as a director of Symbol from December 2003 to January 2007, serving as the Non-Executive Chairman of the Board from December 2003 to April 2005. From August 2004 to April 2005, Mr. Iannuzzi was a partner in Saguenay Capital, a boutique investment firm. Prior thereto, from April 2000 to August 2004, Mr. Iannuzzi served as Chief Administrative Officer of CIBC World Markets. From 1982 to 2000, he held several senior positions at Bankers Trust Company/Deutsche Bank, including Senior Control Officer and Head of Corporate Compliance.
James M. Langrock has been our Executive Vice President and Chief Financial Officer since January 2011. From May 2008 until January 2011, Mr. Langrock served as the Companys Senior Vice President, Finance and Chief Accounting Officer. Prior to joining the Company, Mr. Langrock was Vice President, Finance of Motorola, Inc.s Enterprise Mobility business from January 2007 to April 2008. From May 2005 to January 2007, Mr. Langrock served as the Vice President, Chief Accounting Officer and Corporate Controller at Symbol. From December 2003 to May 2005, Mr. Langrock was Symbols Vice PresidentInternal Audit. Before joining Symbol, he served as Chief Financial Officer at Empress International, Ltd., an importer and wholesale distributor, from May 2002 to November 2003. From 1991 to April 2002, Mr. Langrock held a variety of audit positions at Arthur Andersen LLP, including Senior Manager in the Audit and Business Advisory Practice.
Lise Poulos has been our Executive Vice President and Chief Administrative Officer since January 2008. Previously, she served as Executive Vice President since September 2007. Prior to joining the Company, Ms. Poulos served as Senior Vice President, Human Resources of Motorola, Inc.s Enterprise Mobility business from January 2007 to July 2007. From 1997 to January 2007, Ms. Poulos held various roles at Symbol, including Senior Vice President, Human Resources and Corporate Communications from August 2006 to January 2007, Vice President, Human Resources from November 2005 to August 2006 and Director, Human Resources from 2002 to November 2005. Prior to joining Symbol, Ms. Poulos worked at a major energy company and in the financial services industry.
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Mark Stoever has been our Executive Vice President, Corporate Development and Internet Advertising since October 2011. Previously, he served as Executive Vice President, Corporate Development and Strategic Alliances from September 2008 to October 2011, as Executive Vice President, Internet Advertising & Fees from July 2007 to September 2008, and as Senior Vice President, Internet Advertising & Fees from July 2005 to July 2007. Prior to joining the Company, Mr. Stoever served as Executive Vice President of Decision Matrix Group, an investment fund specializing in technology market research, from January 2005 to May 2005. Prior to that, beginning in 1996 he held various management roles at Lycos, Inc., a global Internet content and service provider, most recently as President and Chief Executive Officer from October 2002 to November 2004. Prior to Lycos, Mr. Stoever held management roles at ON Technology Corporation, a software company, from 1994 to 1996, and at Microcom, Inc., a modem technology company, from 1989 to 1994.
Michael B. McGuinness has been our Senior Vice President, Chief Accounting Officer and Global Controller since February 2012. Previously, he served as the Vice President and Assistant Global Controller from July 2008 to January 2012. Prior to joining the Company, Mr. McGuinness served as the Director of Corporate Accounting at Verint Systems Inc., a publicly-traded provider of enterprise and security intelligence solutions, where he was responsible for global revenue accounting, external reporting and technical accounting from March 2007 to July 2008. Prior to that, he was the Senior Manager of External Reporting and Technical Accounting at Symbol, from January 2004 to March 2007, and Manager of Internal Audit from 2002 to 2004. Before joining Symbol, Mr. McGuinness held a variety of audit positions at Arthur Andersen LLP in the Audit and Business Advisory Practice. Mr. McGuinness is a Certified Public Accountant in New York State.
ITEM 1A. | RISK FACTORS |
The existing global economic and financial market environment has had, and may continue to have, a negative effect on our business and operations.
Because demand for our services is sensitive to changes in the level of economic activity, our business has suffered during economic downturns. Many companies hire fewer employees when economic activity is slow. As a result, demand for our services is reduced, which leads to lower sales. If the economy does not fully recover or worsens, or unemployment remains at high levels, demand for our services and our sales may be further reduced. In addition, lower demand for our services may lead to lower prices for our services.
Volatility in global financial markets may also limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing economic and business conditions. Accordingly, if the economy does not fully recover from a downturn or worsens, our business, results of operations and financial condition could be materially and adversely affected.
Risks associated with cuts in government spending could materially and adversely affect our business, operations and financial condition.
Reductions in government expenditures that have been or may be proposed or mandated could have a material adverse effect on our business, operations and financial condition. Government agencies may be limited in their ability to contract for Monsters services due to any proposed or mandated spending cuts. In addition, there could be an overall negative impact on economic growth as a result of decreased government spending, which could adversely affect our business, operations and financial condition.
We face risks relating to our foreign operations.
We earned 38%, 42% and 43% of our total revenue from continuing operations outside of the United States in the years ended December 31, 2013, 2012 and 2011, respectively. Such amounts are generally collected in local currencies. In addition, we generally pay operating expenses in local currencies. Therefore, we are at risk for exchange rate fluctuations between such local currencies and the United States dollar. Global foreign exchange markets have experienced periods of heightened volatility in recent years and we cannot predict the direction or magnitude of future currency fluctuations. A weakening of the currencies in which we generate sales relative to the currencies in which our costs are denominated may lower our results of operations.
We are also subject to taxation in foreign jurisdictions. In addition, transactions between our foreign subsidiaries and us may be subject to United States and foreign withholding taxes. Applicable tax rates in foreign jurisdictions differ from those of the United States, and change periodically. The extent, if any, to which we will receive credit in the United States for taxes we pay in foreign jurisdictions will depend upon the application of limitations set forth in the Internal Revenue Code of 1986, as well as the provisions of any tax treaties that may exist between the United States and such foreign jurisdictions.
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Our international operations might not succeed or might fail to meet our expectations for a number of reasons, including:
| general political uncertainty; |
| difficulties in staffing and managing foreign operations; |
| competition from local recruiting services; |
| operational issues such as longer customer payment cycles and greater difficulties in collecting accounts receivable; |
| seasonal reductions in business activity; |
| language and cultural differences; |
| taxation issues; |
| complex legal and regulatory requirements that may be uncertain and may change; and |
| issues relating to uncertainties of laws and enforcement relating to the regulation and protection of intellectual property. |
Also, we could be exposed to fines and penalties under United States laws such as the Foreign Corrupt Practices Act and local laws prohibiting corrupt payments to governmental officials. Although we have implemented policies and procedures designed to ensure compliance with these laws, we cannot be sure that our employees, contractors or agents will not violate our policies. Any such violations could materially damage our reputation, our brand, our international expansion efforts, our business and our operating results.
Concerns regarding the European debt crisis and market perceptions concerning the instability of the euro could adversely affect the Companys business, results of operations and financing.
Concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations, the overall stability of the euro and the suitability of the euro as a single currency given the diverse economic and political circumstances in individual Eurozone countries. These concerns, or market perceptions concerning these and related issues, could adversely affect the value of the Companys euro-denominated assets and obligations and lead to future economic slowdowns.
We rely on the value of our brands, particularly Monster, and the costs of maintaining and enhancing our brand awareness are increasing.
Our success depends on our brands and their value. Our business would be harmed if we were unable to adequately protect our brand names, particularly Monster. We believe that maintaining and expanding the Monster brand is an important aspect of our efforts to attract and expand our job seeker and employer customer base. We also believe that the importance of brand recognition will increase due to the growing number of Internet sites and the relatively low barriers to entry. We have spent considerable money and resources to date on the establishment and maintenance of the Monster brand. We are devoting substantial resources to advertising, marketing and other brand-building efforts to preserve and enhance consumer awareness of the Monster brand. Despite this, we may not be able to successfully maintain or enhance consumer awareness of the Monster brand and, even if we are successful in our branding efforts, such efforts may not be cost-effective. If we are unable to maintain or enhance consumer awareness of the Monster brand in a cost-effective manner, our business, operating results and financial condition may be harmed significantly.
We also are susceptible to others imitating our products and brands, particularly our Monster brand, and infringing on our intellectual property rights. We may not be able to successfully protect our intellectual property rights, upon which we are dependent. While we believe we have strong trademark protection in the Monster brand worldwide in the careers and recruitment business, that protection does not extend fully to our other businesses. Other companies and organizations use the Monster name, and more may do so in the future. This use could adversely affect our brand recognition and reputation if employers or job seekers confuse us with these other organizations. In addition, the laws of foreign countries do not necessarily protect intellectual property rights to the same extent as the laws of the United States. Imitation of our products or brands, particularly our Monster brand, or infringement of our intellectual property rights could diminish the value of our brands or otherwise reduce our revenues.
7
Our markets are highly competitive.
The markets for our services are highly competitive. They are characterized by pressures to:
| reduce prices; |
| incorporate new capabilities and technologies; and |
| accelerate hiring timelines. |
Furthermore, we face competition from a number of sources. These sources include:
| other employment-related websites, including large national and international competitors, niche career websites targeted at specific industry verticals, and jobs aggregator websites that aggregate job postings from multiple company websites and job boards; |
| professional networking and social networking websites; |
| general classified advertising websites, some of which offer a low-cost or free alternative to our offerings; |
| traditional media companies, including newspapers; and |
| Internet portals, search engines and general-interest websites such as blogs. |
In addition to traditional competitors that provide products and services that are very similar to Monsters core products and services, we face increasing competition from a broad range of competitor types. Professional networking websites have had significant success over the past several years in gaining large numbers of members and attracting employer customers with products that compete directly with our products. Many niche career websites have been launched targeted at specific industry verticals and many industry blogs and websites now provide employment advertising opportunities for employers within specific industries. Jobs aggregator websites have become a source of competition as they permit job seekers to search multiple company websites and job boards. Low-cost and free classified advertising websites have also gained increased acceptance with employers.
Some of our competitors or potential competitors may have greater financial resources, management, technological development, sales, marketing and other resources than we do. Some of our competitors have more diversified businesses or may be owned by entities engaged in other lines of business, allowing them to operate their directly competitive operations at lower margins than our operations. In addition, our ability to maintain our existing customers and attract new customers depends to a large degree on the quality of our services and our reputation among our customers and potential customers.
Due to competition, we may experience reduced margins on our products and services, loss of market share or diminished use of our services by job seekers and our customers. If we are not able to compete effectively with current or future competitors as a result of these and other factors, our business, financial condition and results of operations could be significantly harmed.
We have no significant proprietary technology that would preclude or inhibit competitors from entering the online advertising market. Existing or future competitors may develop or offer services and products that provide significant performance, price, creative or other advantages over our services. If we do not keep pace with product and technology advances, there could be a material adverse impact on our competitive position, revenue and prospects for growth. This could significantly harm our business, financial condition and operating results.
Our operating results fluctuate from quarter to quarter.
Our quarterly operating results have fluctuated in the past and may fluctuate in the future. These fluctuations are a result of a variety of factors, including, but not limited to:
| the timing and amount of existing customers subscription renewals; |
| enhancements to existing services; |
| the hiring cycles of employers; |
| changes in general economic conditions, such as recessions, that could, among other things, affect recruiting efforts generally and online recruiting efforts in particular; |
| the magnitude and timing of marketing initiatives; |
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| the maintenance and development of our strategic relationships; |
| our ability to attract and retain customers; |
| technical difficulties or system downtime affecting the Internet generally or the operation of our products and services specifically; and |
| enhancements to technology to safeguard against security breaches. |
We face risks relating to developing technology.
The market for our products and services is characterized by rapid technological developments, frequent new product introductions and evolving industry standards. The emerging character of these products and services and their rapid evolution will require continuous improvement in the performance, features and reliability of our Internet and mobile content, particularly in response to competitive offerings. We may not be successful in responding quickly, cost effectively and sufficiently to these developments. In addition, the widespread adoption of new technologies or standards (including several different mobile and smart phone operating systems) could require us to make substantial expenditures to modify or adapt our websites, applications and services. Each manufacturer or distributor of a mobile device or smart phone may establish unique technical standards for its devices, and our products and services may not work or be viewable on these devices as a result. As new devices and new platforms are continually being released, it is difficult to predict the problems we may encounter in developing versions of our products and services for use on these alternative devices and we may need to devote significant resources to the creation, support, and maintenance of such devices. If we are slow to develop products and technologies that are compatible with such devices, we might fail to capture a significant share of an increasingly important portion of the market for our products and services. This could harm our business, financial condition and operating results.
New Internet services or enhancements that we have offered or may offer in the future may contain design flaws or other defects that could require expensive modifications or result in a loss of customer confidence. Any disruption in Internet access or in the Internet generally could significantly harm our business, financial condition and operating results. Slower response times or system failures may also result from straining the capacity of our software, hardware or network infrastructure. To the extent that we do not effectively address any capacity constraints or system failures, our business, results of operations and financial condition could be significantly harmed.
Trends that could have a critical impact on our success include:
| rapidly changing technology in online recruiting; |
| evolving industry standards relating to online recruiting; |
| developments and changes relating to the Internet and mobile devices; |
| evolving government regulations; |
| competing products and services that offer increased functionality; |
| changes in employer and job seeker requirements; and |
| customer privacy protection concerning transactions conducted over the Internet. |
We rely heavily on our information systems and if our access to this technology is impaired, or we fail to further develop our technology, our business could be significantly harmed.
Our success depends in large part upon our ability to store, retrieve, process and manage substantial amounts of information, including our employer customer and job seeker databases. To achieve our strategic objectives and to remain competitive, we must continue to develop and enhance our information systems. Our future success will depend on our ability to adapt to rapidly changing technologies, to adapt our information systems to evolving industry standards and to improve the performance and reliability of our information systems. This may require the acquisition of equipment and software and the development, either internally or through independent consultants, of new proprietary software. Our inability to design, develop, implement and utilize, in a cost-effective manner, information systems that provide the capabilities necessary for us to compete effectively could significantly harm our business, results of operations or financial condition.
Concerns relating to our privacy policies and our compliance with applicable data protection laws and regulations could damage our reputation and deter current and potential customers, job seekers and other Internet users from using our products and services and subject us to fines.
Concerns about our practices with regard to the collection, use, disclosure or security of personal information or other privacy-related matters, even if unfounded, could damage our reputation, which in turn could significantly harm our business, financial condition and operating results.
9
While we strive to comply with all applicable data protection laws and regulations, as well as our own posted privacy policies, any failure or perceived failure to comply may result in proceedings or actions against us by government entities or others, which could potentially have an adverse impact on our business. Moreover, failure or perceived failure to comply with applicable laws, regulations, requirements or our policies related to the collection, use, sharing or security of personal information or other privacy-related matters could result in a loss of confidence in us by customers, job seekers and other Internet users and could expose us to fines and penalties and could require us to expend significant sums in connection with any failure or perceived failure, each of which could adversely affect our business, financial condition and results of operations. Laws related to data protection continue to evolve. It is possible that certain jurisdictions may enact laws or regulations that impact our ability to offer our products and services and/or result in reduced traffic or contract terminations in those jurisdictions, which could harm our business, financial condition and results of operations.
Intrusions on our systems could damage our business.
Despite our implementation of network security measures, our servers are vulnerable to cyber-attacks, computer viruses, worms and other malicious software programs, physical and electronic break-ins, sabotage and similar disruptions from unauthorized tampering with our computer systems. Unauthorized access could jeopardize the security of information stored in our systems relating to our customers, job seekers and other website users, and can lead to phishing schemes whereby unauthorized persons pose as employers or Monster representatives and seek to obtain personal information from our customers and job seekers. In addition, malware or viruses could jeopardize the security of information stored or used in a users computer.
We have experienced these intrusions in the past. We may also experience these intrusions in the future and may be required to expend significant sums and resources to safeguard against or remediate them. Moreover, negative publicity arising from any intrusion is damaging to our reputation and may adversely impact traffic to our sites. Accordingly, any intrusion could significantly harm our business, financial condition and results of operations.
Interruptions, delays or failures in the provision of our services could damage our brand and harm our operating results.
Our systems are susceptible to outages and interruptions due to fire, floods, power loss, telecommunications failures, terrorist attacks and similar events. Our systems continuing and uninterrupted performance is critical to our success. Customers, job seekers and other website users may become dissatisfied by any system failure that interrupts our ability to provide our services to them, including failures affecting our ability to serve web page requests without significant delay to the viewer. Sustained or repeated system failures would reduce the attractiveness of our solutions to customers, job seekers and other Internet users and result in reduced traffic, contract terminations, fee rebates and make goods, thereby reducing revenue. Moreover, negative publicity arising from these types of disruptions is damaging to our reputation and may adversely impact traffic to our sites.
We do not have multiple site redundancy for all of our services and some of our systems are not fully redundant in the event of any such occurrence. In an effort to reduce the likelihood of a geographical or other disaster impacting our business, we have distributed, and intend to continue assessing the need to distribute, our servers among additional data centers. Failure to execute these changes properly or in a timely manner could result in delays or interruptions to our service, which could result in a loss of users and damage to our brand, and harm our operating results. We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service.
We are vulnerable to intellectual property infringement claims brought against us by others.
Successful intellectual property infringement claims against us could result in monetary liability or a material disruption in the conduct of our business. We cannot be certain that our products, content and brand names do not or will not infringe valid patents, trademarks, copyrights or other intellectual property rights held by third parties. We expect that infringement claims in our markets will increase in number. We may be subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we were found to have infringed the intellectual property rights of a third party, we could be liable to that party for license fees, royalty payments, lost profits or other damages, and the owner of the intellectual property might be able to obtain injunctive relief to prevent us from using the technology or software in the future. If the amounts of these payments were significant or we were prevented from incorporating certain technology or software into our products, our business could be significantly harmed.
We may incur substantial expenses in defending against these third party infringement claims, regardless of their merit. As a result, due to the diversion of management time, the expense required to defend against any claim and the potential liability associated with any lawsuit, any significant litigation could significantly harm our business, financial condition and results of operations.
10
If we are unable to protect our proprietary rights or maintain our rights to use key technologies of third parties, our business may be harmed.
A degree of uncertainty exists concerning the application and enforcement of trademark, trade dress and copyright laws to the Internet, and existing laws may not provide us adequate protection for our original content or the appearance of our Internet sites. In addition, because copyright laws do not prohibit independent development of similar content, copyright laws may not provide us with any competitive advantage. We have obtained patents and applied for other patents with respect to certain of our software systems, methods and related technologies, but our pending applications may not be granted and any patents issued to us may in the future be challenged, invalidated or circumvented, and the rights granted under patents may not provide us with a competitive advantage. We also face risks associated with our trademarks, particularly trademarks covering the Monster brand. Policing unauthorized use of our proprietary technology and other intellectual property rights could involve significant expense and could be difficult or impossible, particularly given the global nature of the Internet and the fact that the laws of certain other countries may afford us little or no effective protection of our intellectual property. Moreover, certain amendments to the United States patent law made by the America Invents Act of 2011, may affect our ability to protect our innovations and defend against claims of patent infringement.
In addition, we rely on certain technology licensed from third parties, and may be required to license additional technology in the future for use in managing our Internet sites and providing related services to users and advertising customers. Our ability to generate fees from Internet commerce may also depend on data encryption, authentication and other technologies that we may be required to license from third parties. These third-party technology licenses may not continue to be available to us on acceptable commercial terms or at all. The inability to enter into and maintain any of these technology licenses could significantly harm our business, financial condition and operating results.
We have made strategic acquisitions and entered into alliances and joint ventures in the past and may do so in the future. If we are unable to achieve expected benefits from such transactions, there could be a material adverse impact on our business, growth rates and results of operations.
As part of our business strategy we have entered into agreements relating to acquisitions, strategic alliances and joint ventures. Such transactions are inherently risky and can be accompanied by a number of risks, including:
| the difficulty of integrating the operations and personnel of the acquired companies into our operations; |
| the potential disruption of our ongoing business and distraction of management; |
| the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration; |
| the impairment of relationships with customers and partners of the acquired companies or our customers and partners as a result of the integration of acquired operations; |
| the impairment of relationships with employees of the acquired companies or our employees as a result of integration of new management personnel; |
| the difficulty of integrating the acquired companies accounting, management information, human resources and other administrative systems; |
| in the case of foreign acquisitions, uncertainty regarding foreign laws and regulations and the difficulty integrating operations and systems as a result of cultural, systems and operational differences; and |
| the impact of known potential liabilities or unknown liabilities associated with the acquired companies. |
Our failure to be successful in addressing these risks or other problems encountered in connection with acquisitions could cause us to fail to realize the anticipated benefits of any such acquisitions, incur unanticipated liabilities and significantly harm our business, financial condition and results of operations generally.
Our business depends largely on our ability to attract and retain talented employees, including senior management.
We are substantially dependent on the continued services of our executive officers and senior management. The loss of any of these individuals could harm our business, financial condition and results of operations. Our business is also dependent on our ability to retain, hire, motivate and develop talented, highly skilled personnel. Experienced management and technical, marketing and support personnel in our industry are in high demand, and competition for their talents is intense. If we are less successful in our recruiting efforts, or if we are unable to retain key employees, our ability to develop and deliver successful products and services may be adversely affected.
11
We have recorded significant goodwill impairment charges in prior years and may be required to record additional significant charges to earnings if our goodwill or intangible assets become impaired.
During the year ended December 31, 2012, we recorded a goodwill impairment charge of $262.7 million for our Careers-China business unit. We are required under generally accepted accounting principles to review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered a change in circumstances indicating that the carrying value of our intangible assets may not be recoverable include a decline in stock price and market capitalization, slower growth rates in our industry or other materially adverse events. We may be required to record additional significant charges to earnings in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined. This may adversely impact our results of operations. As of December 31, 2013, our goodwill balance was $895.5 million, which represented 56% of total consolidated assets.
We estimate tax liabilities, the final determination of which is subject to review by domestic and international taxation authorities.
We are subject to income taxes and other taxes in both the United States and the foreign jurisdictions in which we currently operate or have historically operated. We are also subject to review and audit by both domestic and foreign taxation authorities. The determination of our worldwide provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. In addition, our future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles. The application of indirect taxes (such as sales and use tax, value-added tax (VAT), goods and services tax, business tax and gross receipt tax) to e-Commerce businesses such as Monster and to our users is a complex and evolving issue. Many of the fundamental statutes and regulations that impose these taxes were established before the adoption and growth of the Internet and e-Commerce. In many cases, it is not clear how existing statutes apply to our business models. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.
Effects of anti-takeover provisions could inhibit the acquisition of Monster Worldwide by others.
Some of the provisions of our certificate of incorporation, bylaws and Delaware law could, together or separately:
| discourage potential acquisition proposals; |
| delay or prevent a change in control; and/or |
| limit the price that investors might be willing to pay in the future for shares of our Common Stock. |
In particular, our Board of Directors may authorize the issuance of up to 800,000 shares of Preferred Stock with rights and privileges that might be senior to our Common Stock, without the consent of the holders of the Common Stock. In addition, our certificate of incorporation and bylaws provide, among other things, for advance notice of stockholder proposals and director nominations.
There is volatility in our stock price.
The market for our Common Stock has, from time to time, experienced extreme price and volume fluctuations. Factors such as announcements of variations in our quarterly financial results and fluctuations in revenue could cause the market price of our Common Stock to fluctuate significantly. In addition, the stock market in general, and the market prices for Internet-related companies in particular, have experienced volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance. Additionally, volatility or a lack of positive performance in our stock price may adversely affect our ability to retain key employees, many of whom have been granted equity compensation.
The market price of our Common Stock can be influenced by stockholders expectations about the ability of our business to grow and to achieve certain profitability targets. If our financial performance in a particular quarter does not meet the expectations of our stockholders, it may adversely affect their views concerning our growth potential and future financial performance and, therefore, result in a drop in the market price of our Common Stock. In addition, if the securities analysts who regularly follow our Common Stock lower their ratings of our Common Stock, the market price of our Common Stock is likely to drop significantly.
12
We face risks associated with government regulation.
The application of existing laws and regulations to our websites relating to issues such as user privacy, security of data, defamation, advertising, taxation, promotions, content regulation, and intellectual property ownership and infringement can be unclear. In addition, we will also be subject to new laws and regulations directly applicable to our activities. Any existing or new legislation applicable to us could expose us to substantial liability, including significant expenses necessary to comply with such laws and regulations, and dampen growth in Internet usage.
The federal CAN-SPAM Act and state anti-spam laws impose certain requirements on the use of e-mail. The implications of these laws have not been fully tested. Portions of our business rely on e-mail to communicate with consumers on our behalf and for our customers. We may face risk if our use of e-mail is found to violate the federal law or applicable state law.
We post our privacy policy and practices concerning the use and disclosure of user data on our websites. Any failure by us to comply with our posted privacy policy or other privacy-related laws and regulations could result in proceedings which could potentially harm our business, results of operations and financial condition. In this regard, there are a large number of legislative proposals before the United States Congress, various state legislative bodies as well as various European Union institutions, bodies and agencies regarding privacy issues related to our business. It is not possible to predict whether or when such legislation may be adopted, and certain proposals, if adopted, could significantly harm our business, financial condition and results of operations through a decrease in user registrations and revenues. This could be caused by, among other possible provisions, the required use of disclaimers or other requirements before users can utilize our services.
Due to the global nature of the Internet, it is possible that the governments of other states and foreign countries might attempt to regulate its transmissions or prosecute us for violations of their laws. We might unintentionally violate such laws or such laws may be modified and new laws may be enacted in the future. Any such developments (or developments stemming from enactment or modification of other laws) may significantly harm our business, operating results and financial condition.
Legal proceedings may significantly harm our business.
From time to time, we may become involved in litigation or other proceedings in the ordinary course of business. It is possible that such litigation or proceedings may significantly harm our future results of operations or financial condition due to expenses we may incur to defend ourselves or the ramifications of an adverse decision.
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
ITEM 2. | PROPERTIES |
Our principal executive offices are located in New York, New York, where we occupy approximately 52,000 square feet of leased space. Our largest office space is located in Maynard, Massachusetts, where we occupy approximately 171,000 square feet of leased space. We also lease additional facilities in the United States in: Bedford, Massachusetts; Boston, Massachusetts; Cambridge, Massachusetts; Chicago, Illinois; Florence, South Carolina; Indianapolis, Indiana; Los Angeles, California; McLean, Virginia; Milwaukee, Wisconsin; Mountain View, California; San Francisco, California; Tempe, Arizona; and Washington, D.C. During the third quarter of 2013, the Company entered into a lease for an office facility in Weston, Massachusetts, which will replace our office in Maynard, Massachusetts the lease for which expires in 2014. The leased space is approximately 174,000 square feet. Our domestic properties are used generally by our Careers-North America and Internet Advertising & Fees segments.
We also maintain leased facilities internationally in: Austria; Belgium; Canada; Czech Republic; France; Germany; Hong Kong; Hungary; India; Ireland; Italy; Luxembourg; Malaysia; the Netherlands; Norway; Poland; the Republic of Korea; Russia; Singapore; Spain; Sweden; Switzerland; United Arab Emirates and the United Kingdom. Our international properties are used generally by our Careers-International segment.
We also operate data centers in the United States, Europe and Asia pursuant to various lease and co-location arrangements. We consider our leased space to be adequate for the operation of our business, and we do not foresee any difficulties in meeting any future space requirements.
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ITEM 3. | LEGAL PROCEEDINGS |
The Company is involved in various legal proceedings that are incidental to the conduct of its business. Aside from the matters discussed below, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations or cash flows.
In September 2013, Career Destination Development, LLC filed suit against the Company for allegedly infringing certain patents relating to methods for the online searching of jobs. The lawsuit, entitled Career Destination Development, LLC vs. Monster Worldwide, Inc. (Civil Action No. 13-cv-2423), was brought in the United States District Court for the District of Kansas. The Plaintiff seeks injunctive relief, monetary damages, pre and post judgment interest, and other costs. On October 10, 2013, the Company filed an answer denying the allegations set forth in the complaint. The Company intends to vigorously defend this matter and is currently unable to estimate any potential losses.
In November 2013, JobDiva, Inc. filed suit against the Company for allegedly infringing certain patents relating to methods for the parsing of resumes. The lawsuit, entitled JobDiva, Inc. vs. Monster Worldwide, Inc. (Civil Action No. 1:13-cv-08229-KBF) was brought in the United States District Court for the Southern District of New York. The Plaintiff seeks injunctive relief, monetary damages, pre and post judgment interest and other costs. On January 9, 2014, the Company filed an answer denying the allegations set forth in the complaint and asserting counterclaims against JobDiva, Inc. for infringing a patent owned by the Company. The Company intends to vigorously defend this matter and is aggressively pursuing counterclaims against JobDiva, Inc. The Company is currently unable to estimate any potential losses.
ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
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PART II
ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market Information
Our Common Stock is listed on the New York Stock Exchange under the symbol MWW.
As of January 31, 2014, the last reported sale price of our Common Stock as reported by the New York Stock Exchange was $6.12. The following table sets forth for the indicated periods the high and low sales prices per share for our Common Stock on the New York Stock Exchange.
2013 |
High | Low | ||||||
First Quarter |
$ | 6.08 | $ | 4.94 | ||||
Second Quarter |
$ | 5.70 | $ | 4.02 | ||||
Third Quarter |
$ | 6.01 | $ | 4.22 | ||||
Fourth Quarter |
$ | 7.30 | $ | 4.03 | ||||
2012 |
High | Low | ||||||
First Quarter |
$ | 10.40 | $ | 6.57 | ||||
Second Quarter |
$ | 10.02 | $ | 7.55 | ||||
Third Quarter |
$ | 9.05 | $ | 5.72 | ||||
Fourth Quarter |
$ | 8.53 | $ | 5.01 |
Holders
As of January 31, 2014, there were approximately 1,686 stockholders of record of our Common Stock, although we believe that there are a significantly larger number of beneficial owners.
Dividends
We have never declared or paid any cash dividends on our stock, and we do not anticipate paying cash dividends in the foreseeable future. The payment of any future dividends, if any, will be at the discretion of our Board of Directors and will depend upon, among other things, future earnings, operations, capital requirements, our general financial condition, contractual restrictions and general business conditions. Our credit agreement restricts, in certain circumstances, the payment of dividends on our stock.
Securities Authorized for Issuance Under Equity Compensation Plans
Please see our disclosure in Part III, Item 12 of this Annual Report on Form 10-K.
Stock Performance Graph
The following performance graph and related information shall not be deemed filed for the purposes of Section 18 of the Exchange Act or otherwise subject to liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.
The following graph compares the cumulative total return of the Companys Common Stock during the period commencing December 31, 2008 to December 31, 2013, with the S&P 500 Index and the RDG Internet Composite Index. The graph depicts the results of investing $100 in the Companys Common Stock, the S&P 500 Index and the RDG Internet Composite Index at closing prices on December 31, 2008 and assumes, with respect to the S&P 500 Index and the RDG Internet Composite Index, that all dividends were reinvested. The Company has never declared or paid any cash dividends on its stock. Such returns are based on historical results and are not intended to suggest future performance.
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Comparison of Five Year Cumulative Total Return
Among Monster Worldwide, Inc., The S&P 500 Index
and The RDG Internet Composite Index
Issuance of Unregistered Securities
None.
Issuer Purchases of Equity Securities
A summary of the Companys repurchase activity for the three months ended December 31, 2013 is as follows:
Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs* |
||||||||||||
October 1October 31 |
| | | $ | 139,465,000 | |||||||||||
November 1November 30 |
3,665,200 | $ | 5.60 | 3,665,200 | $ | 118,951,235 | ||||||||||
December 1December 31 |
4,550,000 | $ | 5.65 | 4,550,000 | $ | 93,244,808 | ||||||||||
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Total |
8,215,200 | $ | 5.63 | 8,215,200 |
* | On May 2, 2013, the Company announced that its Board of Directors approved a share repurchase program authorizing the Company to purchase up to $200 million worth of shares of its Common Stock. The share repurchase program expires in April 2015. Through December 31, 2013, the Company repurchased 20,591,440 shares of Common Stock at an average price of $5.18 per share under this program. |
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ITEM 6. | SELECTED FINANCIAL DATA |
The following tables present selected financial data for the five years ended December 31, 2013 excluding discontinued operations from continuing operations. See Managements Discussion and Analysis of Financial Condition and Results of Operations, found in Item 7 of this report, for information regarding business acquisitions, discontinued operations, critical accounting policies and items affecting comparability of the amounts below.
MONSTER WORLDWIDE, INC.
SELECTED STATEMENT OF OPERATIONS DATA
(In thousands, except per share amounts)
Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Revenue |
$ | 807,579 | $ | 890,392 | $ | 993,644 | $ | 874,923 | $ | 873,687 | ||||||||||
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Salaries and related, office, general, marketing and promotion |
754,393 | 817,882 | 895,162 | 893,433 | 851,855 | |||||||||||||||
Restructuring and other special charges |
19,995 | 40,358 | 4,715 | | 16,043 | |||||||||||||||
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Total operating expenses |
774,388 | 858,240 | 899,877 | 893,433 | 867,898 | |||||||||||||||
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Operating income (loss) |
$ | 33,191 | $ | 32,152 | $ | 93,767 | $ | (18,510 | ) | $ | 5,789 | |||||||||
Income (loss) from continuing operations |
$ | 3,509 | $ | 58,166 | $ | 66,050 | $ | (14,787 | ) | $ | 30,251 | |||||||||
Loss from discontinued operations, net of tax |
(3,798 | ) | (316,886 | ) | (12,253 | ) | (17,572 | ) | (11,324 | ) | ||||||||||
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Net (loss) income |
(289 | ) | (258,720 | ) | 53,797 | (32,359 | ) | 18,927 | ||||||||||||
Net income attributable to noncontrolling interest |
193 | | | | | |||||||||||||||
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Net (loss) income attributable to Monster Worldwide, Inc. |
$ | (482 | ) | $ | (258,720 | ) | $ | 53,797 | $ | (32,359 | ) | $ | 18,927 | |||||||
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Basic earnings (loss) per share attributable to Monster Worldwide, Inc.: |
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Income (loss) from continuing operations |
$ | 0.03 | $ | 0.52 | $ | 0.54 | $ | (0.12 | ) | $ | 0.25 | |||||||||
Loss from discontinued operations, net of tax |
(0.04 | ) | (2.81 | ) | (0.10 | ) | (0.15 | ) | (0.09 | ) | ||||||||||
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Basic earnings (loss) per share |
$ | | $ | (2.29 | ) | $ | 0.44 | $ | (0.27 | ) | $ | 0.16 | ||||||||
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Diluted earnings (loss) per share attributable to Monster Worldwide, Inc.: |
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Income (loss) from continuing operations |
$ | 0.03 | $ | 0.51 | $ | 0.53 | $ | (0.12 | ) | $ | 0.25 | |||||||||
Loss from discontinued operations, net of tax |
(0.04 | ) | (2.78 | ) | (0.10 | ) | (0.15 | ) | (0.09 | ) | ||||||||||
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Diluted earnings (loss) per share |
$ | | $ | (2.27 | ) | $ | 0.43 | $ | (0.27 | ) | $ | 0.16 | ||||||||
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SELECTED BALANCE SHEET DATA (a)
(In thousands)
At December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Total current assets |
$ | 504,065 | $ | 579,653 | $ | 675,932 | $ | 585,371 | $ | 645,493 | ||||||||||
Total current liabilities |
518,837 | 584,980 | 782,963 | 686,824 | 507,156 | |||||||||||||||
Total assets |
1,586,257 | 1,684,865 | 2,057,998 | 1,978,002 | 1,827,190 | |||||||||||||||
Long-term debt, less current portion |
125,900 | 145,975 | | 40,000 | 45,000 | |||||||||||||||
Current portion of long-term debt and borrowings on revolving credit facilities |
9,375 | 18,264 | 188,836 | 84,500 | 5,010 | |||||||||||||||
Noncontrolling interest in subsidiary |
54,474 | | | | | |||||||||||||||
Total stockholders equity |
$ | 844,145 | $ | 880,039 | $ | 1,164,127 | $ | 1,128,650 | $ | 1,133,164 |
(a) | For December 31, 2013 and December 31, 2012, the assets and liabilities of discontinued operations, where applicable, are included in Total current assets and Total current liabilities, respectively. |
17
ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
We make forward-looking statements in this report and in other reports and proxy statements that we file with the Securities and Exchange Commission (the SEC). Except for historical information contained herein, the statements made in this report constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Such forward-looking statements involve certain risks and uncertainties, including statements regarding our strategic direction, prospects and future results. Certain factors, including factors outside of our control, may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, among other things, the global economic and financial market environment; risks associated with cuts in government spending; risks relating to our foreign operations; risks relating to the European debt crisis and market perceptions concerning the instability of the euro; our ability to maintain and enhance the value of our brands, particularly Monster; competition; fluctuations in our quarterly operating results; our ability to adapt to rapid developments in technology; our ability to continue to develop and enhance our information technology systems; concerns related to our privacy policies and our compliance with applicable data protection laws and regulations; intrusions on our systems; interruptions, delays or failures in the provision of our services; our vulnerability to intellectual property infringement claims brought against us by others; our ability to protect our proprietary rights and maintain our rights to use key technologies of third parties; the risk that acquisitions or partnerships may not achieve the expected benefits to us; our ability to attract and retain talented employees, including senior management; potential write-downs if our goodwill or amortizable intangible assets become impaired; adverse determinations by domestic and/or international taxation authorities related to our estimated tax liabilities; effects of anti-takeover provisions in our organizational documents that could inhibit the acquisition of Monster Worldwide by others; volatility in our stock price; risks associated with government regulation; the outcome of litigation we may become involved in from time to time; and other risks and uncertainties set forth from time to time in our reports and other filings made with the SEC, including under Part I, Item 1A. Risk Factors of this report.
OVERVIEW
Business
Monster Worldwide is the global leader in successfully connecting job opportunities and people. Monster uses the worlds most advanced technology to help people Find Better®, matching people to job opportunities via digital, social and mobile solutions including monster.com®, our flagship website, and employers to the best talent using our vast array of products and services. As an Internet pioneer, more than 200 million people have registered on the Monster Worldwide network, with over 1 million new members registering each month. Today, with a local presence in more than 40 countries, we provide the broadest, most sophisticated job seeking, career management, recruitment and talent management capabilities globally, with the widest range of job opportunities across the employment spectrum as well as the most diverse talent to fill those positions. We offer our unique 6Sense® search technology to allow job seekers and employers to quickly find a precise match. Increasingly important, our Career Ad Network®, which is a recruitment-focused online advertising network, reaches, on average, over 110 million Internet users globally each month. Our services and solutions include: searchable job advertisements; resume database access; professional networking; recruitment media solutions through our advertising network and partnerships; and other career-related content. Job seekers can search our job advertisements and post their resumes for free on each of our career websites and mobile applications. Employers pay to: advertise available jobs and recruitment related services; search our resume database; and access other career-related services.
We operate in an industry and in markets that are continually evolving with the entrance of new competitors and the changing needs of seekers and employers. The Company adjusts its product offerings and makes new investments in its technology platform in order to meet the challenges presented by the market evolution. Our patented 6Sense semantic search and matching technology is the backbone of a growing family of products for both job seekers and employers. Our innovative and proprietary semantic resume search product, Power Resume Search® (PRS) is available to customers in North America, Germany, the United Kingdom, France and the Netherlands. Our 6Sense technology transforms traditional keyword-based processes by assisting our customers in matching candidates to their required job specifications. For seekers, our 6Sense powered job search has changed how they explore, find and apply for jobs. We introduced our cloud-based search product SeeMore® in the third quarter of 2011, which allows our customers to utilize our patented semantic search technology on their own talent databases. Our Career Ad Network (CAN) is a recruitment-focused online advertising network that distributes our customers job advertisements across a broad array of targeted websites and is an effective way of expanding our customers pool of active and passive seekers. On a global basis, nearly 20% of Monsters business is derived from our advanced and proprietary product offerings, including PRS, SeeMore and CAN, which continue to outperform our more traditional offerings.
18
We operate a government solutions business, Monster Government Solutions (MGS), which sells software solutions to federal, state and local governments and educational institutions within the United States. In 2012, we expanded our MGS business to Europe and signed the largest international transaction in the Companys history with the United Kingdom Government for over $20 million. MGS provides recruitment solutions that engage seekers and employers online, enable MGS customers to attract qualified candidates, expedite time to hire and create online communities using innovative technologies and services. These services primarily include customized career sites hosted by MGS utilizing a Software as a Service (SaaS) model. Additionally, we offer our customers applicant tracking services, diversity offerings and other ancillary services either directly or through alliances to meet the changing needs of our customers.
Our Internet Advertising & Fees business operates a network of websites that connect companies to highly targeted audiences at critical stages in their lives. Our goal is to offer compelling online services for the users of such websites through personalization, community features and enhanced content. We monetize this web traffic through display advertising and lead generation. We believe that these properties appeal to advertisers and other third parties as they deliver certain discrete demographics entirely online.
Recent Developments
In the fourth quarter of 2013, the Company sold a 49.99% interest in JobKorea Ltd. (JobKorea), its wholly owned subsidiary located in South Korea, to H&Q Korea for an aggregate purchase price of $90.0 million. H&Q Korea, an affiliate of H&Q Asia Pacific, a leading Asian private equity firm, is a pioneer in the development of Koreas private equity industry, and one of the top private equity managers in the country. The Company will retain a controlling interest in JobKorea and will leverage H&Q Koreas expertise and extensive Asia Pacific regional network to enhance and grow this profitable business. The net proceeds related to the sale were $86.5 million after taxes and transaction costs.
Additionally, in the fourth quarter of 2013, the Company entered into an agreement with Alma Media Corporation (Alma Media), a leading media company focusing on digital services and publishing, to expand our relationship beyond the existing joint venture company located in Finland. The transaction closed in the first quarter of 2014. Under the new agreement, Monster and Alma Media each contributed several additional entities and businesses in the Eastern European and Baltics region, with Monster contributing its wholly owned subsidiaries located in the Czech Republic, Poland and Hungary. Monster has an equity ownership of 15% of the new, larger joint venture with the opportunity to increase ownership up to 20%. Combining these assets creates the online career services leader in the region.
Restructuring Programs and Discontinued Operations
January 2012 Restructuring
On January 24, 2012, the Company committed to a plan to take a series of strategic restructuring actions. The Companys decision to adopt the strategic restructuring actions resulted from the Companys desire to provide the Company with more flexibility to invest in marketing and sales activities in order to improve its long-term growth prospects and profitability. In connection with this program, the Company notified approximately 325 associates, and approximately 60 associates voluntarily left the Company, reducing the Companys workforce by approximately 385 associates. The restructuring actions also included the consolidation of certain office facilities and the impairment of certain fixed assets.
The Company incurred $26.2 million of expenses associated with this restructuring since the programs inception, all of which was recognized in the year ended December 31, 2012. We completed all of the initiatives associated with this restructuring in the first quarter of 2013, and the Company will not incur any new charges in the future relating to this program.
November 2012 Restructuring
On November 8, 2012, the Company announced actions designed to concentrate resources on core businesses within North America and key European and Asian markets with increased spending in marketing and sales. The actions subsequently included (i) the sale of the Careers-China business, (ii) the exiting of business operations in Latin America and Turkey and (iii) a strategic restructuring inclusive of a reduction in force, office consolidations and impairment of certain assets. Please see Discontinued Operations below.
Through December 31, 2013, the Company has notified approximately 400 associates in North America and Europe (excluding discontinued operations) and has incurred $34.7 million of charges, $14.7 million of which was recorded in the fourth quarter of 2012. The Company does not expect to incur significant additional charges in future periods relating to this program.
19
Discontinued Operations
During the third quarter of 2012, as part of the Companys review of strategic alternatives, the Company made the decision to sell its Careers-China business. The sale of the Careers-China business to Saongroup, Ltd. (Saongroup) was completed on February 5, 2013. The Company received a 10% minority interest in the combined Chinese business of Saongroup. The Companys 10% minority interest does not provide the Company with representation on the board of directors, the Company is not entitled to any dividend or other forms of cash returns and the Company is not required to make any capital contributions in the future. The Company will carry the 10% interest as a cost basis investment with an estimated fair value of zero which is based on available information. Prior to the close of the sale of Careers-China, the Company incurred charges relating to severance benefits associated with terminated employees, retention benefits for employees who will remain with the combined operations and certain lease obligation costs. The Company recorded a loss from discontinued operations related to Careers-China, net of tax, of $1.7 million in the year ended December 31, 2013. The Company does not expect to incur significant additional charges in future periods relating to Careers-China.
During the fourth quarter of 2012, the Company made the strategic decision to discontinue operations in Latin America and Turkey. All of the Latin America and Turkey business operations were discontinued on or before December 31, 2012. The Company incurred approximately $8.0 million of costs associated with the shutdown of these businesses in the fourth quarter of 2012. For the year ended December 31, 2013, the Company recorded additional costs, net of tax, of $2.1 million. The Company does not expect to incur significant additional charges in future periods relating to Latin America or Turkey.
Operating results for Careers-China, Latin America and Turkey, which had previously been included in the Careers-International segment in the Companys Consolidated Statement of Operations, have now been reclassified as discontinued operations for all periods presented. Please see Note 6-Discontinued Operations in Notes to the Consolidated Financial Statements in Part II of this Form 10-K.
Constant Currency Presentation
Revenue from our international operations has historically represented, and we expect will continue to represent, a significant portion of our business. As a result, our revenue growth has been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. For 2013, we have elected not to use a constant currency presentation because for the current period comparisons, foreign currency fluctuations were not material to the comparability of our results of operations. In 2012, in order to provide a framework for assessing how our consolidated and Careers-International operating results performed excluding the impact of foreign currency fluctuations, we additionally presented the year-over-year percentage change in revenue performance on a constant currency basis, which would assume no changes in the exchange rate from the prior-year period.
20
RESULTS OF OPERATIONS
Consolidated operating results as a percent of revenue, excluding discontinued operations, for the years ended December 31, 2013, 2012 and 2011 are as follows:
Year ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Revenue |
100.0 | % | 100.0 | % | 100.0 | % | ||||||
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Salaries and related |
47.0 | % | 45.9 | % | 48.3 | % | ||||||
Office and general |
25.4 | % | 25.4 | % | 22.6 | % | ||||||
Marketing and promotion |
21.0 | % | 21.2 | % | 19.1 | % | ||||||
Restructuring and other special charges |
2.5 | % | 4.5 | % | 0.5 | % | ||||||
Recovery of restitution award from former executive |
0.0 | % | (0.6 | %) | 0.0 | % | ||||||
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Total operating expenses |
95.9 | % | 96.4 | % | 90.6 | % | ||||||
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Operating income |
4.1 | % | 3.6 | % | 9.4 | % | ||||||
Interest and other, net |
(0.7 | %) | (0.7 | %) | (0.3 | %) | ||||||
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Income before income taxes and loss in equity interests |
3.4 | % | 3.0 | % | 9.1 | % | ||||||
(Provision for) benefit from income taxes |
(2.8 | %) | 3.7 | % | (2.4 | %) | ||||||
Loss in equity interests, net |
(0.1 | %) | (0.1 | %) | (0.1 | %) | ||||||
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Income from continuing operations |
0.4 | % | 6.5 | % | 6.6 | % | ||||||
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The following presentation of our segment results is prepared based on the criteria we use when evaluating the performance of our business units.
The Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012
Consolidated Revenue, Operating Expenses and Operating Income
Consolidated revenue, operating expenses and operating income for the years ended December 31, 2013 and 2012 are as follows (excluding discontinued operations) (dollars in thousands):
The year ended December 31, | ||||||||||||||||||||||||
2013 | % of Revenue |
2012 | % of Revenue |
Increase (Decrease) |
% Increase (Decrease) |
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Revenue |
$ | 807,579 | 100.0 | % | $ | 890,392 | 100.0 | % | $ | (82,813 | ) | (9.3 | %) | |||||||||||
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Salaries and related |
379,406 | 47.0 | % | 408,305 | 45.9 | % | (28,899 | ) | (7.1 | %) | ||||||||||||||
Office and general |
205,397 | 25.4 | % | 226,601 | 25.4 | % | (21,204 | ) | (9.4 | %) | ||||||||||||||
Marketing and promotion |
169,590 | 21.0 | % | 188,326 | 21.2 | % | (18,736 | ) | (9.9 | %) | ||||||||||||||
Restructuring and other special charges |
19,995 | 2.5 | % | 40,358 | 4.5 | % | (20,363 | ) | (50.5 | %) | ||||||||||||||
Recovery of restitution award from former executive |
| 0.0 | % | (5,350 | ) | (0.6 | %) | 5,350 | 100.0 | % | ||||||||||||||
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Total operating expenses |
774,388 | 95.9 | % | 858,240 | 96.4 | % | (83,852 | ) | (9.8 | %) | ||||||||||||||
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Operating income |
$ | 33,191 | 4.1 | % | $ | 32,152 | 3.6 | % | $ | 1,039 | 3.2 | % | ||||||||||||
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Our consolidated revenue decreased by $82.8 million (9.3%) in 2013 compared to 2012. This decrease resulted primarily from our Careers-International segment with a $62.5 million (17.8%) reduction in revenue. The economic environment in Europe and Asia continued to be challenging in 2013 although we did see customer demand stabilize in certain countries in the fourth quarter, including Germany, the United Kingdom, Sweden and France. Although our Careers-North America segment experienced a $16.7 million (3.6%) decrease in revenue, the stability we saw in North America in the third quarter of 2013 continued in the fourth quarter of 2013 as customer sentiment and demand for our product offerings continues to improve. The Companys recent restructuring will allow us to concentrate our resources on our largest and most profitable core markets.
Salaries and related expenses decreased $28.9 million (7.1%) in 2013 compared 2012. This decrease in salaries and related expenses resulted primarily from decreased regular salary costs as a result of our restructuring programs and decreased variable compensation costs for the Companys sales force.
Office and general expenses decreased $21.2 million (9.4%) in 2013 compared to 2012. This decrease in office and general expenses resulted primarily from decreased travel expenses, professional fees and occupancy costs.
21
Marketing and promotion expenses decreased $18.7 million (9.9%) in 2013 compared to 2012. Beginning in 2012, the Company evolved its marketing approach to efficiently drive improved site traffic which resulted in Monster emerging as the leader in U.S. traffic in the Career Services and Development category for the majority of 2012 and 2013.
For the year ended December 31, 2013, we incurred $20.0 million of restructuring and other special charges, comprised mainly of severance costs, facility charges, and impairment of certain assets as a result of our restructuring program which was announced in November 2012.
In the first quarter of 2012, the Company recorded $5.4 million from the United States Department of Justice (DOJ) for partial restitution of damages caused to the Company in connection with the Companys historical stock option granting practices of which the Companys former Chief Operating Officer had been convicted of securities fraud in May 2009. This amount had been previously remitted to the DOJ by the Companys former Chief Operating Officer as a civil forfeiture to the United States Federal Government.
Careers-China, Latin America and Turkey, which had previously been included in the Companys Consolidated Statement of Operations, have now been reclassified as discontinued operations for all periods presented. Please see Note 6 Discontinued Operations in Notes to the Consolidated Financial Statements in Part II of this Form 10-K.
Our consolidated operating income, excluding discontinued operations, was $33.2 million in 2013, compared to an operating income of $32.2 million in 2012, as a result of the factors discussed above.
Careers-North America
The operating results of our Careers-North America segment for the years ended December 31, 2013 and 2012 are as follows (dollars in thousands):
The year ended December 31, | ||||||||||||||||||||||||
2013 | % of Revenue |
2012 | % of Revenue |
Increase (Decrease) |
% Increase (Decrease) |
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Revenue |
$ | 446,274 | 100.0 | % | $ | 462,962 | 100.0 | % | $ | (16,688 | ) | (3.6 | %) | |||||||||||
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Salaries and related |
179,176 | 40.1 | % | 184,336 | 39.8 | % | (5,160 | ) | (2.8 | %) | ||||||||||||||
Office and general |
97,791 | 21.9 | % | 103,206 | 22.3 | % | (5,415 | ) | (5.2 | %) | ||||||||||||||
Marketing and promotion |
94,761 | 21.2 | % | 111,764 | 24.1 | % | (17,003 | ) | (15.2 | %) | ||||||||||||||
Restructuring and other special charges |
9,537 | 2.1 | % | 20,970 | 4.5 | % | (11,433 | ) | (54.5 | %) | ||||||||||||||
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Total operating expenses |
381,265 | 85.4 | % | 420,276 | 90.8 | % | (39,011 | ) | (9.3 | %) | ||||||||||||||
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Operating income |
$ | 65,009 | 14.6 | % | $ | 42,686 | 9.2 | % | $ | 22,323 | 52.3 | % | ||||||||||||
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Our Careers-North America segment revenue experienced a $16.7 million (3.6%) decrease due to a reduction of revenue from our field sales customers, which was partially offset by increased business activity from our e-Commerce and government sectors. The stability we saw in North America in the third quarter of 2013 continued in the fourth quarter of 2013 as customer sentiment and demand for our product offerings continues to improve. Further, the growth in the e-Commerce sector is encouraging as this channel is often an early indicator of future activity.
Salaries and related expenses decreased $5.2 million (2.8%) in 2013 compared to 2012. This decrease in salaries and related expenses resulted primarily from $4.7 million of decreased regular salary and other headcount related costs as a result of our restructuring programs.
Office and general expenses decreased $5.4 million (5.2%) in 2013 compared to 2012. This decrease in office and general expenses resulted primarily from decreased travel expenses of $2.8 million, decreased occupancy costs of $1.0 million resulting from our restructuring programs and decreased amortization expense of $3.0 million resulting from the amortization period of certain intangible assets associated with a previous acquisition ending during the third quarter of 2013. These reductions were partially offset by increased consulting fees of $2.0 million related to our government business.
Marketing and promotion expenses decreased $17.0 million (15.2%) in 2013 compared to 2012. Beginning in 2012, the Company evolved its marketing approach to efficiently drive improved site traffic which resulted in Monster emerging as the leader in U.S. traffic in the Career Services and Development category for the majority of 2012 and 2013.
22
The Company incurred $9.5 million of restructuring and other special charges in 2013, comprised primarily of costs associated with severance, exiting office facilities and other asset write downs.
Our Careers-North America operating income was $65.0 million in 2013, compared to operating income of $42.7 million in 2012, as a result of the factors described above.
Careers-International
The operating results of our Careers-International segment for the years ended December 31, 2013 and 2012 are as follows (excluding discontinued operations) (dollars in thousands):
The year ended December 31, | ||||||||||||||||||||||||
2013 | % of Revenue |
2012 | % of Revenue |
Increase (Decrease) |
% Increase (Decrease) |
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Revenue |
$ | 288,623 | 100.0 | % | $ | 351,130 | 100.0 | % | $ | (62,507 | ) | (17.8 | %) | |||||||||||
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Salaries and related |
151,371 | 52.4 | % | 163,716 | 46.6 | % | (12,345 | ) | (7.5 | %) | ||||||||||||||
Office and general |
80,878 | 28.0 | % | 90,785 | 25.9 | % | (9,907 | ) | (10.9 | %) | ||||||||||||||
Marketing and promotion |
67,104 | 23.2 | % | 67,563 | 19.2 | % | (459 | ) | (0.7 | %) | ||||||||||||||
Restructuring and other special charges |
7,866 | 2.7 | % | 15,990 | 4.6 | % | (8,124 | ) | (50.8 | %) | ||||||||||||||
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Total operating expenses |
307,219 | 106.4 | % | 338,054 | 96.3 | % | (30,835 | ) | (9.1 | %) | ||||||||||||||
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Operating (loss) income |
$ | (18,596 | ) | (6.4 | %) | $ | 13,076 | 3.7 | % | $ | (31,672 | ) | (242.2 | %) | ||||||||||
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Our Careers-International segment revenue decreased $62.5 million (17.8%) in 2013 compared to 2012. The reduction in our Careers-International segment was primarily driven by decreases within Europe where revenue decreased 20.0% compared to 2012, principally in Germany, France, UK, Netherlands and Sweden. Our key Asian markets, Korea and India, also continue to be impacted by global economic uncertainty with revenue declines of 10.5% compared to 2012. The economic environment in Europe and Asia continued to be challenging in 2013 although we did see customer demand stabilize in certain countries in the fourth quarter, including Germany, the United Kingdom, Sweden and France.
Salaries and related expenses decreased $12.3 million (7.5%) in 2013 compared to 2012. This decrease in salaries and related expenses resulted primarily from $9.0 million in decreased regular salary and other headcount related costs due to our restructuring programs and $2.2 million of decreased variable compensation costs for the Companys sales force.
Office and general expenses decreased $9.9 million (10.9%) in 2013 compared to 2012. This decrease in office and general expenses resulted primarily from $6.5 million of decreased professional fees in the UK related to our government services, decreased travel expenses of $3.5 million, partially offset by increased depreciation expense of $0.7 million primarily related to capital expenditures made in 2012 associated with our UK government business.
Marketing and promotion decreased $0.5 million (0.7%) in 2013 compared to 2012. The Company continues to focus on targeted investments in key markets in Europe and Asia to drive site traffic and improve brand awareness.
In 2013, we incurred $7.9 million of restructuring and other special charges comprised mainly of severance costs as a result of our restructuring program announced in November 2012.
Our Careers-International operating loss was $18.6 million in 2013, compared to operating income of $13.1 million in 2012, as a result of the factors discussed above.
23
Internet Advertising & Fees
The operating results of our Internet Advertising & Fees segment for the years ended December 31, 2013 and 2012 are as follows (dollars in thousands):
The year ended December 31, | ||||||||||||||||||||||||
2013 | % of Revenue |
2012 | % of Revenue |
Increase (Decrease) |
% Increase (Decrease) |
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Revenue |
$ | 72,682 | 100.0 | % | $ | 76,300 | 100.0 | % | $ | (3,618 | ) | (4.7 | %) | |||||||||||
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Salaries and related |
26,590 | 36.6 | % | 31,926 | 41.8 | % | (5,336 | ) | (16.7 | %) | ||||||||||||||
Office and general |
13,666 | 18.8 | % | 16,981 | 22.3 | % | (3,315 | ) | (19.5 | %) | ||||||||||||||
Marketing and promotion |
7,593 | 10.4 | % | 7,549 | 9.9 | % | 44 | 0.6 | % | |||||||||||||||
Restructuring and other special charges |
341 | 0.5 | % | 2,123 | 2.8 | % | (1,782 | ) | (83.9 | %) | ||||||||||||||
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Total operating expenses |
48,190 | 66.3 | % | 58,579 | 76.8 | % | (10,389 | ) | (17.7 | %) | ||||||||||||||
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Operating income |
$ | 24,492 | 33.7 | % | $ | 17,721 | 23.2 | % | $ | 6,771 | 38.2 | % | ||||||||||||
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Revenue in our Internet Advertising & Fees segment decreased $3.6 million (4.7%) in 2013 compared to 2012. This decrease resulted primarily from the Company focusing on higher margin lead generation and display advertising business activities as demonstrated by our operating margins in 2013.
Salaries and related expenses decreased $5.3 million (16.7%) in 2013 compared to 2012. This decrease in salaries and related expenses resulted primarily from $4.3 million in decreased regular salary and other headcount related costs due to our restructuring programs and decreased variable compensation costs for the Companys sales force of $0.9 million.
Office and general expenses decreased $3.3 million (19.5%) in 2013 compared to 2012. This decrease in office and general expenses resulted primarily from an across the board expense reduction associated with our restructuring programs.
Our Internet Advertising & Fees operating income was $24.5 million in 2013, compared to operating income of $17.7 million in 2012, as a result of the factors discussed above.
Interest and Other, net
Interest and other, net, for the year ended December 31, 2013 and 2012 resulted in an expense of $5.8 million and $5.9 million, respectively. Interest and other, net, primarily relates to interest expense on the Companys outstanding debt, interest income associated with the Companys various investments and foreign currency gains or losses.
Income Taxes
Income taxes for the years ended December 31, 2013 and 2012 are as follows (dollars in thousands):
The year ended December 31, | ||||||||||||||||
2013 | 2012 | Change in Dollars |
Percentage Change |
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Income before income taxes and loss in equity interests |
$ | 27,421 | $ | 26,269 | $ | 1,152 | 4.4 | % | ||||||||
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Provision for (benefit from) income taxes |
$ | 23,004 | $ | (32,978 | ) | $ | 55,982 | (169.8 | %) | |||||||
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Effective tax rate |
84.0 | % | na |
The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates globally with operations in the United States and various tax jurisdictions outside of the United States. Accordingly our tax rate is a composite rate, reflecting the earnings and losses in the various tax jurisdictions and the applicable rates. The federal tax rate in the United States is 35% and tax rates in foreign countries in which we do business vary from approximately 17% to 35%.
24
Our effective tax rates differ from the statutory rate due to the impact of state and local income taxes, certain nondeductible expenses, foreign earnings taxed at different tax rates, valuation allowances, the accrual of interest on tax liabilities and in 2013, the sale of a noncontrolling interest in our South Korean subsidiary, as described below. Our business has experienced a shift in the relative proportion of revenue and profitability to the United States and, during 2013, the Company has incurred losses in certain international markets, particularly Europe. Because international corporate income tax rates are generally significantly lower than the U.S. our effective tax rate is higher relative to the statutory rate of 35%. Primarily as a result of weakness in certain international markets the Company has recorded valuation allowances on certain deferred tax assets for operating losses and foreign tax credit carryovers. The tax provision was increased by approximately $5.2 million in 2013 due to valuation allowances in the year ended December 31, 2013.
Our future effective tax rates could be adversely affected by earnings being lower in countries where we have lower statutory rates, changes in the valuation of our deferred tax assets, or changes in tax laws or interpretations thereof. We may engage in internal restructurings or reorganizations in the future. We consider many factors when evaluating these transactions. These transactions may adversely impact our overall tax rate and result in additional cash tax payments. Our future tax rates may be adversely impacted if the Company has insufficient accumulated realized excess tax benefits from vested stock-based compensation such that future tax deficiencies caused by awards vesting at prices below the original grant price are charged to the income tax provision. Excess accumulated benefits recorded in stockholders equity at December 31, 2013 amount to $2.0 million and may become exhausted in the future.
In December 2013, the Company sold a 49.99% interest in JobKorea Ltd., its wholly owned subsidiary in South Korea, to H&Q Korea for an aggregate purchase price of $90.0 million. The transaction, which is accounted for as a sale of a noncontrolling interest resulted in a sale for tax purposes. A tax provision of $30.9 million was recorded as a result of the transaction of which $12.7 million was charged to stockholders equity and $18.1 million was charged to the continuing operations tax provision.
Our filed tax returns are subject to examination by the United States Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. During 2013, the Company recognized previously unrecognized tax positions of $13.0 million which on a net of tax basis favorably impacted the effective rate by $12.4 million as a result of settlements of tax examinations and lapses of statutes of limitations. The Company also reversed accrued interest on unrecognized tax positions of $3.2 million, which favorably impacted the effective rate by $2.0 million. The tax matters reversed relate primarily to characterization of certain intercompany loans for tax purposes and allocation of income among jurisdictions.
Loss in Equity Interests, Net
Loss in equity interests, net, for year ended December 31, 2013 and 2012 was $0.9 million and $1.1 million, respectively. The Companys equity investments consist of a 50% equity interest in a company located in Australia and a 25% equity interest in a company located in Finland. This decreased loss in 2013 primarily related to our Australian equity investment, which recorded a decreased loss from operations in 2013.
Net income attributable to noncontrolling interest
In December 2013, the Company sold a 49.99% interest in JobKorea Ltd., its wholly owned subsidiary in South Korea, to H&Q Korea for an aggregate purchase price of $90.0 million. Based on the terms of the agreement, since the Company will maintain a controlling interest in the subsidiary, the Company will continue to consolidate the results of JobKorea Ltd. in its consolidated financial statements. The noncontrolling interests share of income from continuing operations and net loss was $0.2 million for the year ended December 31, 2013.
Loss from discontinued operations, net of tax
For the year ended December 31, 2013 and 2012, the Company reported a loss from discontinued operations, net of tax, of $3.8 million and $316.9 million respectively. Included in the results from discontinued operations are the results of our operations for Careers-China, Latin America and Turkey.
Net loss attributable to Monster Worldwide, Inc.
As a result of the factors discussed above, our consolidated net loss was $0.3 million in 2013, compared to a net loss of $258.7 million in 2012. Net loss attributable to Monster Worldwide, Inc. was $0.5 million as of December 31, 2013.
25
Diluted Earnings (Loss) Per Share Attributable to Monster Worldwide, Inc.
Diluted earnings per share attributable to Monster Worldwide, Inc. in 2013 was $0.00 compared to diluted loss per share attributable to Monster Worldwide, Inc. of $2.27 in 2012. Diluted weighted average shares outstanding for the year ended December 31, 2013 and 2012 was 107.9 million shares and 114.0 million shares, respectively. During the year ended December 31, 2013, the Company repurchased 20.6 million shares as part of its previously announced share repurchase program.
The Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011
Consolidated Revenue, Operating Expenses and Operating Income
Consolidated revenue, operating expenses and operating income for the years ended December 31, 2012 and 2011 are as follows (excluding the results of operations for discontinued operations) (dollars in thousands):
The year ended December 31, | ||||||||||||||||||||||||
2012 | % of Revenue |
2011 | % of Revenue |
Increase (Decrease) |
% Increase (Decrease) |
|||||||||||||||||||
Revenue |
$ | 890,392 | 100.0 | % | $ | 993,644 | 100.0 | % | $ | (103,252 | ) | (10.4 | %) | |||||||||||
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Salaries and related |
408,305 | 45.9 | % | 480,398 | 48.3 | % | (72,093 | ) | (15.0 | %) | ||||||||||||||
Office and general |
226,601 | 25.4 | % | 224,914 | 22.6 | % | 1,687 | 0.8 | % | |||||||||||||||
Marketing and promotion |
188,326 | 21.2 | % | 189,850 | 19.1 | % | (1,524 | ) | (0.8 | %) | ||||||||||||||
Restructuring and other special charges |
40,358 | 4.5 | % | 4,715 | 0.5 | % | 35,643 | 755.9 | % | |||||||||||||||
Recovery of restitution award from former executive |
(5,350 | ) | (0.6 | %) | | 0.0 | % | (5,350 | ) | (100.0 | %) | |||||||||||||
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Total operating expenses |
858,240 | 96.4 | % | 899,877 | 90.6 | % | (41,637 | ) | (4.6 | %) | ||||||||||||||
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Operating income |
$ | 32,152 | 3.6 | % | $ | 93,767 | 9.4 | % | $ | (61,615 | ) | (65.7 | %) | |||||||||||
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Our consolidated revenue decreased by $103.3 million (10.4%; 8% in constant currency) in 2012 compared to 2011. Our Internet Advertising & Fees revenue decreased $33.6 million (30.6%) for the same period. This decrease was primarily attributable to the Company, as of the beginning of the third quarter of 2011, no longer engaging in arbitrage lead generation activities due to the lack of profitability in such business and in light of new regulations. Excluding the arbitrage lead generation activities in 2011, our consolidated revenue decreased 8.3% (6.0% in constant currency). Our Careers-International segment decreased $47.3 million (11.9%; 6.1% in constant currency), primarily due to decreases within most countries in Europe and in Korea partially offset by an increase in India. Our Careers-North America segment experienced a $22.4 million (4.6%) decrease mainly due to decreased revenue from our enterprise and e-Commerce customers, partially offset by increased business activity from our newspaper and staffing sectors.
Salary and related expenses decreased $72.1 million (15.0%), in 2012 compared to 2011, which includes $10.5 million of favorable foreign exchange. This decrease in salaries and related expenses resulted primarily from decreased regular salary costs as a result of our restructuring programs as well as no longer engaging in arbitrage lead generation activities, decreased stock-based compensation, decreased associate incentive programs as well as decreased variable compensation costs for the Companys sales force.
Office and general expenses decreased $1.7 million (0.8%), in 2012 compared to 2011, which includes $3.6 million of favorable foreign exchange impact. This decrease in office and general expenses resulted primarily from decreased occupancy costs in 2012 relating to charges recorded in the first quarter of 2011 for changes in estimated sublease assumptions for previously exited facilities, partially offset by increased professional fees in the UK related to our government services sector as well as fees associated with the Companys plan to evaluate strategic alternatives.
Marketing and promotion expenses decreased $1.5 million (0.8%) in 2012 compared to 2011, which includes $4.4 million of favorable foreign exchange impact. The relatively flat spending in 2012 compared to 2011 was related to a decrease in marketing and promotion expenses in 2012 in our Internet Advertising & Fees segment resulting from the Company no longer engaging in arbitrage lead generation activities offset by increased investment in the United States and International to drive seeker traffic.
In the first quarter of 2012, the Company recorded $5.4 million from the United States Department of Justice (DOJ) for partial restitution of damages caused to the Company in connection with the Companys historical stock option granting practices of which the Companys former Chief Operating Officer had been convicted of securities fraud in May 2009. This amount had been previously remitted to the DOJ by the Companys former Chief Operating Officer as a civil forfeiture to the United States Federal Government.
In 2012, we incurred $40.4 million of restructuring and other special charges, comprised mainly of severance costs, facility charges and the impairment of certain assets as a result of our restructuring program which were announced in January 2012 and November 2012.
26
Operating results for Careers-China, Latin America and Turkey, which had previously been included in the Companys Consolidated Statement of Operations, have now been reclassified as discontinued operations for all periods presented. Please see Note 6Discontinued Operations in Notes to the Consolidated Financial Statements in Part II of this Form 10-K.
Our consolidated operating income, excluding discontinued operations, was $32.2 million in 2012, compared to an operating income of $93.8 million in 2011, as a result of the factors discussed above.
Careers-North America
The operating results of our Careers-North America segment for the years ended December 31, 2012 and 2011 are as follows (dollars in thousands):
The year ended December 31, | ||||||||||||||||||||||||
2012 | % of Revenue |
2011 | % of Revenue |
Increase (Decrease) |
% Increase (Decrease) |
|||||||||||||||||||
Revenue |
$ | 462,962 | 100.0 | % | $ | 485,356 | 100.0 | % | $ | (22,394 | ) | (4.6 | %) | |||||||||||
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Salaries and related |
184,336 | 39.8 | % | 212,440 | 43.8 | % | (28,104 | ) | (13.2 | %) | ||||||||||||||
Office and general |
103,206 | 22.3 | % | 99,361 | 20.5 | % | 3,845 | 3.9 | % | |||||||||||||||
Marketing and promotion |
111,764 | 24.1 | % | 98,474 | 20.3 | % | 13,290 | 13.5 | % | |||||||||||||||
Restructuring and other special charges |
20,970 | 4.5 | % | 450 | 0.1 | % | 20,520 | 4560.0 | % | |||||||||||||||
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Total operating expenses |
420,276 | 90.8 | % | 410,725 | 84.6 | % | 9,551 | 2.3 | % | |||||||||||||||
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Operating income |
$ | 42,686 | 9.2 | % | $ | 74,631 | 15.4 | % | $ | (31,945 | ) | (42.8 | %) | |||||||||||
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Revenue in our Careers-North America segment experienced a $22.4 million (4.6%) decrease due to a reduction of revenue from our enterprise and e-Commerce customers, partially offset by increased business activity from our newspaper and staffing sectors.
Salary and related expenses decreased $28.1 million (13.2%) in 2012 compared to 2011. This decrease in salaries and related expenses resulted primarily from $11.5 million of decreased regular salary costs as a result of our restructuring programs, $9.6 million of decreased variable compensation costs, $5.9 million of decreased stock-based compensation as well as $2.2 million of decreased associate incentive programs.
Office and general expenses increased $3.8 million (3.9%) in 2012 compared to 2011. This increase in office and general expenses resulted primarily from increased travel and related costs related to our 2012 sales conference and evaluation of strategic alternatives.
Marketing and promotion expenses increased $13.3 million (13.5%) in 2012 compared to 2011. This increase in marketing and promotion expenses resulted primarily from our focus and investment in increasing seeker traffic in the United States. According to comScore Media Metrix, the increased marketing investment allowed Monster to hold the leading traffic position in the United States in the Career Services and Development category throughout the majority of 2012 and ended the year with over 21 million monthly unique visitors.
We incurred $21.0 million of restructuring and other special charges in 2012 comprised primarily of severance.
Our Careers-North America operating income was $42.7 million in 2012, compared to operating income of $74.6 million in 2011, as a result of the factors described above.
27
Careers-International
The operating results of our Careers-International segment for the years ended December 31, 2012 and 2011 are as follows (dollars in thousands):
The year ended December 31, | ||||||||||||||||||||||||
2012 | % of Revenue |
2011 | % of Revenue |
Increase (Decrease) |
% Increase (Decrease) |
|||||||||||||||||||
Revenue |
$ | 351,130 | 100.0 | % | $ | 398,408 | 100.0 | % | $ | (47,278 | ) | (11.9 | %) | |||||||||||
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Salaries and related |
163,716 | 46.6 | % | 188,410 | 47.3 | % | (24,694 | ) | (13.1 | %) | ||||||||||||||
Office and general |
90,785 | 25.9 | % | 79,215 | 19.9 | % | 11,570 | 14.6 | % | |||||||||||||||
Marketing and promotion |
67,563 | 19.2 | % | 61,304 | 15.4 | % | 6,259 | 10.2 | % | |||||||||||||||
Restructuring and other special charges |
15,990 | 4.6 | % | 160 | 0.0 | % | 15,830 | 9893.8 | % | |||||||||||||||
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Total operating expenses |
338,054 | 96.3 | % | 329,089 | 82.6 | % | 8,965 | 2.7 | % | |||||||||||||||
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Operating (loss) income |
$ | 13,076 | 3.7 | % | $ | 69,319 | 17.4 | % | $ | (56,243 | ) | (81.1 | %) | |||||||||||
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Our Careers-International segment revenue experienced a $47.3 million (11.9%, 6.1% in constant currency) decrease, which includes $22.9 million of unfavorable foreign exchange impact, with decreases in most of our international operations as we continued to see significant weakness in Europe.
Salary and related expenses decreased $24.7 million (13.1%, 7.9% in constant currency) in 2012 compared to 2011, which includes $9.7 million of favorable foreign exchange impact. This decrease in salaries and related expenses resulted primarily from $10.7 million of decreased regular salary costs as a result of our restructuring programs, $5.6 million of decreased stock-based compensation, $3.1 million of decreased costs relating to associate incentive programs as well as $3.1 million of decreased variable compensation costs for the Companys sales force.
Office and general expenses increased $11.6 million (14.6%, 18.4% in constant currency) in 2012 compared to 2011, which includes $3.0 million of favorable foreign exchange impact. This increase in office and general expenses resulted primarily from increased professional fees in the UK related to our government services.
Marketing and promotion expenses increased $6.3 million (10.2%, 17.2% in constant currency) in 2012 compared to 2011, which includes $4.3 million of favorable foreign exchange impact. This increase in marketing and promotion expenses resulted primarily from our focus on brand awareness in Europe and Asia, primarily in the first half of 2012.
We incurred $16.0 million of restructuring and other special charges in 2012 which is primarily comprised of severance costs.
Our Careers-International operating income, excluding discontinued operations, was $13.1 million in 2012, compared to an operating income of $69.3 million in 2011, as a result of the factors discussed above.
Internet Advertising & Fees
The operating results of our Internet Advertising & Fees segment for the years ended December 31, 2012 and 2011 are as follows (dollars in thousands):
The year ended December 31, | ||||||||||||||||||||||||
2012 | % of Revenue |
2011 | % of Revenue |
Increase (Decrease) |
% Increase (Decrease) |
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Revenue |
$ | 76,300 | 100.0 | % | $ | 109,880 | 100.0 | % | $ | (33,580 | ) | (30.6 | %) | |||||||||||
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Salaries and related |
31,926 | 41.8 | % | 47,613 | 43.3 | % | (15,687 | ) | (32.9 | %) | ||||||||||||||
Office and general |
16,981 | 22.3 | % | 26,317 | 24.0 | % | (9,336 | ) | (35.5 | %) | ||||||||||||||
Marketing and promotion |
7,549 | 9.9 | % | 26,631 | 24.2 | % | (19,082 | ) | (71.7 | %) | ||||||||||||||
Restructuring and other special charges |
2,123 | 2.8 | % | 4,105 | 3.7 | % | (1,982 | ) | (48.3 | %) | ||||||||||||||
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Total operating expenses |
58,579 | 76.8 | % | 104,666 | 95.3 | % | (46,087 | ) | (44.0 | %) | ||||||||||||||
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Operating income |
$ | 17,721 | 23.2 | % | $ | 5,214 | 4.7 | % | $ | 12,507 | 239.9 | % | ||||||||||||
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28
Revenue in our Internet Advertising & Fees segment decreased $33.6 million (30.6%) in 2012 compared to 2011. This decrease was primarily attributable to the Company, as of the beginning of the third quarter of 2011, no longer engaging in arbitrage lead generation activities due to the lack of profitability in such business and in light of new regulations.
Operating expenses decreased $46.1 million (44.0%) in 2012 compared to 2011. This decrease in operating expenses resulted primarily from the Company no longer engaging in the arbitrage lead generation business. In 2012, the Company focused on higher margin lead generation and advertising business activities as demonstrated by our operating margins 2012.
Our Internet Advertising & Fees operating income was $17.7 million in 2012 compared to operating income of $5.2 million in 2011, as a result of the factors discussed above.
Interest and Other, net
Interest and other, net, for the years ended December 31, 2012 and 2011 resulted in an expense of $5.9 million and $3.0 million, respectively. Interest and other, net, primarily relates to interest expense on the Companys outstanding debt, interest income associated with the Companys various investments, foreign currency gains or losses and gains or losses related to the Companys auction rate securities. The increased expense in interest and other, net, of $2.9 million primarily resulted from gains on auction rate securities during 2011, lower net foreign currency gains in 2012 as well as higher net interest expense in 2012 primarily relating to higher amounts outstanding on our credit facilities.
Income Taxes
Income taxes for the years ended December 31, 2012 and 2011 are as follows (dollars in thousands):
The year ended December 31, | ||||||||||||||||
2012 | 2011 | Change in Dollars |
Percentage Change |
|||||||||||||
Income from continuing operations |
$ | 26,269 | $ | 90,796 | $ | (64,527 | ) | (71.1 | %) | |||||||
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(Benefit from) provision for income taxes |
$ | (32,978 | ) | $ | 23,504 | $ | (56,482 | ) | (240.3 | %) | ||||||
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Effective tax rate |
na | 26.0 | % |
The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates globally with operations in various tax jurisdictions outside of the United States. Accordingly, the effective income tax rate is a composite rate reflecting the earnings in the various tax jurisdictions and the applicable rates. The federal tax rate in the United States is 35% and tax rates in the foreign countries in which we do business varies from approximately 17% to 36%. The mix of income in high and low tax jurisdictions can vary from year to year. Our future tax rates can be adversely affected if there is more income in countries with higher tax rates or losses in countries with lower tax rates.
Our effective tax rates differ from the statutory rate due to the impact of state and local income taxes, non-deductible expenses, foreign earnings taxed at different tax rates, valuation allowances and the accrual of interest on tax liabilities. The tax benefit recorded for the year ended December 31, 2012 was increased by $19.3 million related to certain tax losses arising from the Companys restructuring.
As a result of effective settlement of tax examinations during 2012, and adjustments to prior accruals for previously unrecognized tax benefits, the Company recognized tax benefits of $32.7 million during 2012 which, on a net of tax basis, impacted the effective rate by $23.1 million. The Company also reversed accrued interest related to unrecognized tax benefits of $9.6 million which, on a net of tax basis, impacted the effective rate by $5.8 million. During 2011, the Company reversed $6.6 million of accrued tax and accrued interest due to settlement of tax examinations and other adjustments to accrued uncertain tax positions.
Our future effective tax rates could be adversely affected by earnings being lower in countries where we have lower statutory rates, changes in the valuation of our deferred tax assets, or changes in tax laws or interpretations thereof. The ultimate realization of our deferred tax assets depends primarily on the generation of future income in the requisite tax jurisdictions. Differences between anticipated and actual outcomes could have a material impact on the realization of our deferred tax assets. Our future tax rates may also be adversely impacted if the Company has insufficient accumulated realized excess tax benefits from vested stock-based compensation such that future tax benefit deficiencies caused by awards vesting at prices below the original grant date price are charged to the income tax provision. Excess accumulated tax benefits recorded in equity at December 31, 2012 amount to $1.8 million.
In addition, our filed tax returns are subject to the examination by the United States Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.
29
The Company conducts business globally and as a result, the Company or one or more subsidiaries is subject to United States federal income taxes and files income tax returns in various states and approximately 37 foreign jurisdictions. In the normal course of business, the Company is subject to tax examinations by taxing authorities including major jurisdictions such as Germany, United Kingdom, and the United States as well as other countries in Europe and the Asia Pacific region. The Company is generally no longer subject to examinations with respect to returns that have been filed for years prior to 2006 in Germany, 2009 in the United Kingdom, and 2006 in the United States. Tax years are generally considered closed from examinations when the statute of limitations expires. The Company estimates that it is reasonably possible that unrecorded tax benefits may be reduced by as much as $13.0 million in the next twelve months due to expirations of statutes of limitations or settlement of audits. The tax matters relate to allocation of income among jurisdictions and the determination of certain acquired tax loss carryovers.
Loss in Equity Interests, Net
Loss in equity interests, net, for the years ended December 31, 2012 and 2011 was $1.1 million and $1.2 million, respectively. The Companys equity investments consist of a 50% equity interest in a company located in Australia and a 25% investment in a company located in Finland. This decreased loss in 2012 primarily related to our Australian equity investment, which recorded a decreased loss from operations in 2012.
Loss from discontinued operations, net of tax
For the years ended December 31, 2012 and 2011, the Company reported a loss from discontinued operations, net of tax, of $316.9 million and $12.3 million, respectively. Included in the results from discontinued operations are the results of our operations in Careers-China, Latin America and Turkey.
In the third quarter of 2012, the Company made the decision to sell its Careers-China business and completed the sale on February 5, 2013. Operating results for the Careers-China business, which had previously been included in the Careers-International segment in the Companys Consolidated Statement of Operations for the periods subsequent to the October 2008 acquisition, have been reclassified as discontinued operations for all periods presented. The 2012 results include a $262.7 million goodwill impairment charge, a $9.7 million charge related to the recording of a full valuation allowance associated with Careers-China deferred tax asset as well as a $5.2 million impairment charge relating to amortizable intangibles. The 2011 results included a gain of $17.4 million relating to the release of escrowed funds associated with the ChinaHR acquisition.
During the fourth quarter of 2012, the Company made the strategic decision to discontinue operations in Latin America and Turkey and all of the business operations were discontinued on or before December 31, 2012. Accordingly, the operating results of these businesses have now been reclassified as discontinued operations for all periods presented. The 2012 results include $8.0 million of shut-down costs.
Net (loss) income
As a result of the factors discussed above, our consolidated net loss for the year ended December 31, 2012 was $258.7 million compared to consolidated net income of $53.8 million for the same period in 2011.
Diluted (Loss) Earnings Per Share Attributable to Monster Worldwide, Inc.
Diluted earnings per share attributable to Monster Worldwide, Inc. in 2012 was a loss of $2.27 per share compared to a diluted earnings attributable to Monster Worldwide, Inc. of $0.43 per share in 2011. Diluted weighted average shares outstanding for the years ended December 31, 2012 and 2011 was 114.0 million shares and 123.9 million shares, respectively.
Financial Condition
The following table details our cash and cash equivalents as of December 31, 2013 and 2012 (dollars in thousands):
Year ended December 31, | Change in | |||||||||||||||
2013 | 2012 | Dollars | Percentage | |||||||||||||
Cash and cash equivalents |
$ | 88,581 | $ | 148,185 | $ | (59,604 | ) | 40.2 | % | |||||||
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Percentage of total assets |
5.6 | % | 8.8 | % | ||||||||||||
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As of December 31, 2013, we had cash and cash equivalents of $88.6 million, compared to $148.2 million as of December 31, 2012. Our decrease in cash and cash equivalents of $59.6 million in 2013 primarily resulted from the repurchase of $107.2 million of the Companys Common Stock, $32.6 million of capital expenditures and $29.0 million of net payments on our term loan and credit facilities partially offset by $86.5 million of net proceeds from the sale of a noncontrolling interest in our South Korean subsidiary and $33.8 million of cash provided by operating activities.
30
Cash Flows
Consolidated cash flows for the fiscal year ended December 31, 2013 and 2012 are as follows (dollars in thousands):
The year ended December 31, |
Change in | |||||||||||||||
2013 | 2012 | Dollars | Percentage | |||||||||||||
Net cash provided by operating activities |
$ | 33,822 | $ | 53,327 | $ | (19,505 | ) | (36.6 | %) | |||||||
Net cash used for investing activities |
$ | (38,882 | ) | $ | (60,921 | ) | $ | 22,039 | (36.2 | %) | ||||||
Net cash used for financing actitivies |
$ | (49,772 | ) | $ | (98,811 | ) | $ | 49,039 | (49.6 | %) | ||||||
Effects of exchange rates on cash |
$ | (4,772 | ) | $ | 4,273 | $ | (9,045 | ) | (211.7 | %) |
Cash provided by operating activities was $33.8 million for the year ended December 31, 2013, a decrease of $19.5 million from the $53.3 million of cash provided by operating activities for the year ended December 31, 2012. This decrease was driven by reduced cash flows of $29.4 million relating to working capital items, primarily resulting from cash outflows related to our restructuring program where the majority of cash was paid in 2013, as well as reduced net income in 2013 when compared to 2012 after removing the impact of the goodwill impairment recognized in operating results for the year ended December 31, 2012.
Cash used for investing activities was $38.9 million for the year ended December 31, 2013, a decrease of $22.0 million from cash used for investing activities of $60.9 million for the year ended December 31, 2012. This decrease resulted primarily from $27.0 million of decreased capital expenditures in 2013.
Cash used for financing activities was $49.8 million for the year ended December 31, 2013, a decrease of $49.0 million from cash used for financing activities of $98.8 million for the year ended December 31, 2012. This decrease resulted primarily from $86.5 million of net proceeds from the sale of a noncontrolling interest in our South Korean subsidiary, which was partially offset by the repurchase of $41.6 million more of the Companys Common Stock compared to the year ended December 31, 2012.
Liquidity and Capital Resources
Our principal capital requirements have been to fund (i) working capital; (ii) marketing and development of our Monster network; (iii) acquisitions; (iv) capital expenditures; and (v) share repurchases.
Historically, we have relied on funds provided by operating activities, equity offerings, short and long-term borrowings and seller-financed notes to meet our liquidity needs. We invest our excess cash predominantly in bank time deposits and commercial paper that matures within three months of its origination date. Due to the turmoil in the financial markets, we have redeployed our excess cash during 2011, 2012 and 2013 in conservative investment vehicles such as U.S. treasury bills, money market funds that invest solely in U.S. treasuries, top foreign sovereign regional, national and supra-national bank debt obligations and bank deposits at prime money center banks. We actively monitor the third-party depository institutions that hold our cash and cash equivalents. Our emphasis is primarily on safety of principal while secondarily on maximizing yield on those funds. We can provide no assurances that access to our invested cash and cash equivalents will not be impacted by adverse conditions in the financial markets.
At any point in time we have funds in our operating accounts and customer accounts that are with third party financial institutions. These balances in the United States may exceed the Federal Deposit Insurance Corporation insurance limits. While we monitor the cash balances in our operating accounts and adjust the cash balances as appropriate, these cash balances could be impacted if the underlying financial institutions fail or could be subject to other adverse conditions in the financial markets.
We believe that our current cash and cash equivalents, revolving credit facilities and cash we anticipate generating from operating activities will provide us with sufficient liquidity to satisfy our working capital needs, cash payments of our various restructuring costs, capital expenditures and meet our investment requirements and commitments through at least the next twelve months. Our cash generated from operating activities is subject to fluctuations in the global economy and overall hiring demand.
Credit Facilities
In December 2007, the Company entered into a senior unsecured revolving credit facility that provided for maximum borrowings of $250.0 million, including up to a $50.0 million sublimit for letters of credit. On August 31, 2009, the Company amended certain terms and increased its borrowing capability under its existing credit agreement (the First Amended Credit Agreement). The First Amended Credit Agreement maintained the Companys existing $250.0 million revolving credit facility and provided for a new $50.0 million term loan facility, for a total of $300.0 million in credit available to the Company. On March 22, 2012, the First Amended Credit Agreement was further amended and restated in its entirety (the Second Amended Credit Agreement). The Second Amended Credit Agreement provides the Company with a $225.0 million revolving credit facility and a $100.0 million term loan facility, providing for a total of $325.0 million in credit available to the Company. The borrowings under the Second
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Amended Credit Agreement were used to satisfy the obligations under the First Amended Credit Agreement of $172.5 million for the revolving credit facility and $40.0 million for the term loan. The revolving credit facility and the term loan facility each mature on March 22, 2015. The Second Amended Credit Agreement does not qualify as a debt extinguishment in accordance with ASC 470 Debt, and all financing fees incurred will be deferred and amortized through March 2015. The Company is required to make quarterly amortization payments on the outstanding principal amount of the term loan with $1.9 million payable on March 31, 2014, $2.5 million payable on each of June 30, 2014, September 30, 2014 and December 31, 2014 and the remaining balance of the term loan due at maturity.
Borrowings under the Second Amended Credit Agreement will bear interest at a rate equal to either (i) the British Bankers Association LIBOR (BBA LIBOR) Rate plus a margin ranging from 250 basis points to 325 basis points depending on the Companys consolidated leverage ratio or (ii) the sum of (A) the highest of (1) the agents prime rate, (2) the sum of 0.50% plus the overnight federal funds rate on such day or (3) the BBA LIBOR plus 1.0%, and (B) a margin ranging from 150 basis points to 225 basis points depending on the Companys consolidated leverage ratio. In addition, the Company will be required to pay the following fees: (i) a fee on all outstanding amounts of letters of credit at a rate per annum ranging from 250 basis points to 325 basis points (depending on the consolidated leverage ratio); and (ii) a commitment fee on the unused portion of the revolving credit facility at a rate per annum ranging from 35 basis points to 50 basis (depending on the consolidated leverage ratio). The Company may repay outstanding borrowings at any time during the term of the credit facility without any prepayment penalty.
The Second Amended Credit Agreement contains financial covenants requiring the Company to maintain: (i) a consolidated leverage ratio of no more than 3.00 to 1.00; and (ii) an interest charge coverage ratio of at least 3.00 to 1.00. The Second Amended Credit Agreement also contains various other negative covenants, including restrictions on incurring indebtedness, creating liens, mergers, dispositions of property, dividends and stock repurchases, acquisitions and other investments and entering into new lines of business. The Second Amended Credit Agreement also contains various affirmative covenants, including covenants relating to the delivery of financial statements and other financial information, maintenance of property, maintenance of insurance, maintenance of books and records and compliance with environmental laws. As of December 31, 2013, the Company was in full compliance with its covenants.
At December 31, 2013, the utilized portion of this credit facility was $89.4 million in borrowings on the term loan facility, $45.9 million of borrowings on the revolving credit facility, and $0.3 million in outstanding letters of credit. The portion of the term loan that is due within one year is $9.4 million and is classified as short-term in the consolidated balance sheet. The remaining amount outstanding on the term loan and the utilized portion of the revolving credit facility is classified as long-term in the consolidated balance sheet. As of December 31, 2013, based on the calculation of the maximum consolidated leverage ratio, $178.8 million of the Companys revolving credit facility was available. At December 31, 2013, the one month BBA LIBOR rate, the agents prime rate, and the overnight federal funds rate were 0.17%, 3.25% and 0.07%, respectively. As of December 31, 2012, the Company used the one month BBA LIBOR rate for the interest rate on these borrowings with an interest rate of 3.17%.
In 2011 and 2012, the Companys former subsidiaries in China entered into two short term unsecured revolving credit facilities whereby the Company provided a repayment guarantee in support of the first credit facility and the Company provided for a standby letter of credit in support of the second credit facility. These credit facilities provided for maximum borrowings of the Renminbi equivalent of $7.6 million and $5.0 million, respectively. On February 5, 2013, the Company sold our interest in our subsidiaries in China including the entity that is the primary obligor on the credit facilities. As part of the sale transaction, the Company agreed to liquidate these outstanding loans to the lender and on June 13, 2013, these loans were liquidated in full.
Income Taxes
The Company maintains a significant portion of its cash outside the United States in subsidiaries for which the Company has asserted its earnings to be indefinitely reinvested in foreign operations. The Company evaluates its reinvestment assertions each reporting period. In the fourth quarter of 2011, the Company changed its reinvestment assertion with respect to its subsidiary in South Korea and began to regularly repatriate earnings. This determination was made by reviewing investment opportunities and expected financing needs in South Korea and the United States as well as considering the tax cost of repatriating from South Korea. In April 2013, the Company repatriated approximately $13.4 million from South Korea. In November 2013, the Company sold 49.99% of its interest in its South Korean subsidiary to a private equity investor. Aggregate proceeds from the sale were approximately $90.0 million which was received in the United States. The Companys remaining 50.01% interest in its South Korean subsidiary is treated as a partnership for U.S. tax purposes such that the Companys 50.01% share of income passes through to the United States for tax reporting purposes whether distributed or not. For the next year the Company does not presently intend to make distributions from South Korea in order to fund local investments.
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The amount of cash in subsidiaries offshore for which the Company maintains the indefinite reinvestment assertion at December 31, 2013 was approximately $67.0 million. While we have not determined the total United States and foreign tax liabilities on such a repatriation, generally, if this cash were repatriated, a United States tax liability would be incurred for the excess of United States tax over local taxes paid, if any on the portion characterized as a taxable dividend for United States tax purposes. The Company reviewed its liquidity needs in the United States and does not presently intend to repatriate these funds. The Company intends to fulfill its domestic liquidity needs by borrowing from its credit facility in the United States should additional liquidity needs arise. We have borrowed funds domestically and continue to have the ability to borrow funds domestically at reasonable interest rates.
In 2013, we utilized our tax loss carryovers in the United States and did not pay significant United States cash taxes. We expect to utilize available tax loss carryovers and tax credits to offset part of our United States tax liability through the end of 2014. We expect to have taxable income in certain foreign tax jurisdictions in which we pay taxes on a quarterly basis.
Restructuring Activities
Throughout 2012, we undertook a series of restructuring actions in order to improve the Companys long-term growth prospects and profitability in its core markets. We completed the initiatives associated with these restructuring actions in the first quarter of 2013 and the Company will not incur any new charges in the future related to these programs.
Operating Lease Obligations
We have recorded significant charges and accruals relating to terminating certain operating lease obligations before the end of their terms once the Company no longer derives economic benefit from the lease. The liability is recognized and measured at its fair value when we determine that the cease use date has occurred and the fair value of the liability is determined based on the remaining lease rentals due, reduced by estimated sublease rental income that could be reasonably obtained for the property. The estimate of subsequent sublease rental income may change and require future changes to the fair value of the liabilities for the lease obligations.
Acquisitions and Investments
We have, from time to time, made strategic acquisitions and partnerships to expand Monsters global footprint, establish strategic partnerships or to obtain technology that is complementary to our product offerings and strategy. We account for business combinations under the acquisition method of accounting which requires that assets acquired and liabilities assumed be recorded at their fair values on the date of a business combination. Our consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition. Investments in which the Company does not have a controlling interest or is not the primary beneficiary, but has the ability to exert significant influence, are accounted for under the equity method of accounting.
Share Repurchase Plan
On October 25, 2011, the Board of Directors of the Company authorized a share repurchase program of up to $250.0 million which expired on April 25, 2013. The Company repurchased a total of 14.0 million shares for a total repurchase price of $107.3 million, excluding commissions, at an average price of $7.67 per share in connection with this program. No share repurchases were made during the year ended December 31, 2013 related to this program.
On April 30, 2013, the Board of Directors of the Company authorized a new share repurchase program of up to $200.0 million. Under this share repurchase program, shares of Common Stock may be purchased on the open market or through privately negotiated transactions from time-to-time through April 30, 2015. The timing and amount of purchases will be based on market conditions, corporate and legal requirements, and other factors. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period, and may be modified, suspended, extended, or discontinued at any time without prior notice. Through December 31, 2013, the Company has repurchased 20.6 million shares for a total of $106.8 million, excluding commissions, at an average price of $5.18 per share.
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Contractual Obligations
The commitments as of December 31, 2013 related to our continuing and discontinued operations are as follows (dollars in thousands):
Payment Due by Period | ||||||||||||||||||||
Contractual Obligations (Dollars in thousands) |
Total | Less Than 1 Year |
1- 3 Years | 3-5 Years | More Than 5 years |
|||||||||||||||
Operating Leases |
$ | 212,830 | $ | 40,110 | $ | 61,655 | $ | 46,669 | $ | 64,396 | ||||||||||
Purchase commitmentsadvertising contracts |
13,579 | 12,159 | 1,420 | | | |||||||||||||||
Principal Payments |
135,275 | 9,375 | 125,900 | | | |||||||||||||||
Interest Payments |
7,783 | 5,551 | 1,957 | 275 | | |||||||||||||||
Software Financing |
3,711 | 2,613 | 1,018 | 80 | | |||||||||||||||
Other |
19,223 | 14,057 | 5,166 | | | |||||||||||||||
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|
|
|
|
|
|
|
|
|
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Total |
$ | 392,401 | $ | 83,865 | $ | 197,116 | $ | 47,024 | $ | 64,396 | ||||||||||
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In addition to the cash commitments above, we also have $53.1 million of long-term income taxes payable, for which the timing of payment is not reasonably estimable given the many variables related to these liabilities. Please see Note 15-Income Taxes to the Companys financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion of information related to long-term income taxes payable.
Fair Value Measurement
The Company values its assets and liabilities using the methods of fair value as described in ASC 820, Fair Value Measurements and Disclosures. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels of fair value hierarchy are described below:
Level 1 Quoted prices in active markets for identical assets or liabilities.
Level 2 Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 Inputs that are generally unobservable and typically reflect managements estimates of assumptions that market participants would use in pricing the asset or liability.
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and considers counterparty credit risk in its assessment of fair value. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Companys assumptions based on the best information available. There have been no transfers of assets or liabilities between the fair value measurement classifications in the year ended December 31, 2013.
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The Company has certain assets and liabilities that are required to be recorded at fair value on a recurring basis in accordance with accounting principles generally accepted in the United States. The following table summarizes those assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 (dollars in thousands):
December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Bank time deposits |
$ | | $ | 46,881 | $ | | $ | 46,881 | ||||||||
U.S. and foreign government obligations |
| 1,595 | | 1,595 | ||||||||||||
Bankers acceptances |
| 8,475 | | 8,475 | ||||||||||||
Foreign exchange contracts |
| 255 | | 255 | ||||||||||||
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Total Assets |
$ | | $ | 57,206 | $ | | $ | 57,206 | ||||||||
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Liabilities: |
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Foreign exchange contracts |
$ | | $ | 9 | $ | | $ | 9 | ||||||||
Lease exit liabilities |
| | 12,550 | 12,550 | ||||||||||||
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Total Liabilities |
$ | | $ | 9 | $ | 12,550 | $ | 12,559 | ||||||||
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The following table summarizes those assets and liabilities measured at fair value on a recurring basis as of December 31, 2012 (dollars in thousands):
December 31, 2012 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Bank time deposits |
$ | | $ | 79,078 | $ | | $ | 79,078 | ||||||||
U.S. and foreign government obligations |
| 22,143 | | 22,143 | ||||||||||||
Bankers acceptances |
| 7,337 | | 7,337 | ||||||||||||
Foreign exchange contracts |
| 36 | | 36 | ||||||||||||
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Total Assets |
$ | | $ | 108,594 | $ | | $ | 108,594 | ||||||||
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Liabilities: |
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Foreign exchange contracts |
$ | | $ | 70 | $ | | $ | 70 | ||||||||
Lease exit liabilities |
| | 14,233 | 14,233 | ||||||||||||
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Total Liabilities |
$ | | $ | 70 | $ | 14,233 | $ | 14,303 | ||||||||
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We recognize a liability for costs to terminate an operating lease obligation before the end of its term when we no longer derive economic benefit from the lease. The lease exit liabilities within the Level 3 tier relate to vacated facilities associated with previously discontinued operations and restructuring activities of the Company and are recorded in accrued expenses and other current liabilities in the Consolidated Balance Sheets. The liability is recognized and measured based on a discounted cash flow model when the cease use date has occurred. The fair value of the liability is determined based on the remaining lease rentals due, reduced by estimated sublease rental income that could be reasonably obtained for the property.
The changes in the fair value of the Level 3 liabilities are as follows (dollars in thousands):
Lease Exit Liability | ||||||||
Year ended December 31, | ||||||||
2013 | 2012 | |||||||
Balance, Beginning of Period |
$ | 14,233 | $ | 14,938 | ||||
Expense |
6,225 | 5,511 | ||||||
Cash Payments and changes in fair value |
(7,908 | ) | (6,216 | ) | ||||
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|
|||||
Balance, End of Period |
$ | 12,550 | $ | 14,233 | ||||
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The carrying value for cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. The Companys debt relates to borrowings under its credit facilities and term loan (please see Note 12-Financing Agreements to the Companys financial statements included in Item 8 of this Annual Report on Form 10-K), which approximates fair value due to market interest rates.
CRITICAL ACCOUNTING ESTIMATES
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 1-Basis of Presentation and Significant Accounting Policies, of the Notes to Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. Management believes that the following accounting policies are the most critical to aid in fully understanding and evaluating our reported financial results, and they require managements most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.
Revenue Recognition and Accounts Receivable
The Company recognizes revenue on agreements in accordance with ASC 605, Revenue Recognition.
Careers-North America and Careers-International. Our Careers-North America and Careers-International segments primarily earn revenue from the placement of job postings on the websites within the Monster network, access to the Monster networks online resume database, recruitment media services, applicant tracking services, online career related solutions provided through a Software as a Service (SaaS) offering and other career-related services.
Where appropriate, we recognize revenue in accordance with Accounting Standards Update (ASU) No. 2009-13, Multiple-Deliverable Revenue Arrangements, which was effective January 1, 2011. The Companys revenue associated with multiple element contracts is based on the selling price hierarchy, which utilizes vendor-specific objective evidence or (VSOE) when available, third-party evidence (TPE) if VSOE is not available, and if neither is available then the best estimate of selling price is used. The Company utilizes VSOE in the majority of its multiple deliverable transactions. Under this new accounting guidance, to treat elements in a multi-element arrangement as separate units of accounting, each element must have standalone value upon delivery. If the element has standalone value, the Company accounts for each element separately. In determining whether elements have standalone value, the Company considers the availability of the elements from other vendors, the nature of the elements, the timing of execution of contracts for customers and the contractual dependence of the element related to a customers acceptance.
We recognize revenue at the time that job postings and related accessories are displayed on the Monster network websites, based upon customer usage patterns. Revenue earned from subscriptions to the Monster networks resume database, applicant tracking services and other career-related services are recognized over the length of the underlying subscriptions, typically from two weeks to twelve months. The Company accounts for SaaS contracts as the services are being performed.
Unearned revenues are reported on the balance sheet as deferred revenue. We review accounts receivable for those that may potentially be uncollectible and any accounts receivable balances that are determined to be uncollectible are included in our allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.
Internet Advertising & Fees. Our Internet Advertising & Fees segment primarily earns revenue from the display of advertisements on the Monster network of websites, click-throughs on text based links, leads provided to advertisers and subscriptions to premium services. We recognize revenue for online advertising as impressions are delivered. An impression is delivered when an advertisement appears in pages viewed by our users. We recognize revenue from the display of click-throughs on text based links as click-throughs occur. A click-through occurs when a user clicks on an advertisers listing. Revenue from lead generation is recognized as leads are delivered to advertisers.
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Fair Value Measurements
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, certain accrued expenses and other current liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. Our debt consists of borrowings under our credit facilities, which approximates fair value due to the debt bearing fluctuating market interest rates.
Asset Impairment
Business Combinations, Goodwill and Intangible Assets. We account for business combinations in accordance with ASC 805, Business Combinations. The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their fair values on the date of a business acquisition. Our consolidated financial statements and results of operations reflect an acquired business on the completion date of an acquisition.
The Company tests the recorded amount of goodwill for recovery on an annual basis in the fourth quarter of each fiscal year. Goodwill is tested more frequently if indicators of impairment exist. The goodwill impairment test is performed at the reporting unit level. Prior to the sale of Careers-China on February 5, 2013, the Company had four reporting units which were equivalent to our four operating segments: Careers-North America, Careers-International, Careers-China, presented for all periods as a discontinued operation, and Internet Advertising & Fees. Following the sale of the Careers-China business, the Company has three reporting units which are equivalent to our three operating segments: Careers-North America, Careers-International, and Internet Advertising & Fees.
In determining if goodwill is impaired, we estimate the fair value of the reporting unit and compare it to the carrying value of the assets and liabilities of that reporting unit. The Company determines the fair value of its reporting units using a weighting of fair values derived from the income approach and the market approach, depending on the availability of relevant market comparable information. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on managements estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the businesss ability to execute on the projected cash flows. Under the market approach, the Company estimates the fair value based on market multiples of cash flow and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit and considering a reasonable control premium. The weighting of the fair value derived from the market approach differs for each reporting unit depending on the level of comparability of these publicly-traded companies to the reporting unit. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.
For the annual goodwill impairment test performed in the fourth quarter of 2013, each of the Careers-International and the Internet Advertising & Fees reporting units had fair value that substantially exceeded its carrying value. For the Careers-North America reporting unit, using a discount rate of 14% and a terminal growth rate of 2.8%, the Company calculated that the fair value would have to be at least 22% less than the computed amount to result in any goodwill impairment charges. The recorded amount of goodwill for the Careers-North America reporting unit was $598.1 million as of December 31, 2013. The Company believes the inputs and assumptions used in determining the fair value of the Careers-North America reporting unit are reasonable.
During the third quarter of 2012, the Company performed a qualitative analysis for the Careers-China reporting unit and it was determined that the Careers-China reporting unit was more likely than not to have a fair value less than the units carrying amount. The conclusion was based on the recent financial performance of Careers-China compared to previously forecasted results, updated projections of future profitability as well as indicative offers from potential buyers of the Careers-China business (please see Note 6-Discontinued Operations). Accordingly, the Company performed a step one fair value evaluation of Careers-China utilizing both a discounted cash flow analysis and the indicative offers from potential buyers of the Careers-China business. The result of this fair value analysis was that the fair value of the reporting unit was less than the carrying value and a step two analysis was required to determine the amount of goodwill impairment, if any. The Company performed the step two evaluation and determined that the goodwill for the Careers-China reporting unit was impaired and recorded a goodwill impairment charge for Careers-China of $216.2 million. In the fourth quarter of 2012, the Company impaired the remaining goodwill balance of the Careers-China business and recorded an additional $46.4 million impairment, leaving the Careers-China business with no goodwill.
As a corroborative source of information, the Company reconciles the estimated fair values of its reporting units to within a reasonable range of its market capitalization, which includes an assumed control premium (an adjustment reflecting an estimated fair value on a control basis) to verify the reasonableness of the fair value of its reporting units obtained through the aforementioned methods. The control premium is estimated based upon control premiums observed in comparable market transactions. As none of our reporting units are publicly-traded, individual reporting unit fair value determinations do not directly correlate to the Companys stock price. Although the Company believes it is reasonable to conclude that market capitalization could be an indicator of fair value over time, we believe that our current market capitalization undervalues the aggregate fair values of our individual reporting units.
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The Company recognizes that during certain periods our market capitalization has been below our book value. Accordingly, we monitor changes in our share price to ensure that our reconciled market capitalization continues to exceed or is not significantly below the carrying value of our net assets. In the event that our reconciled market capitalization does decline below its book value, we consider the length and severity of the decline and the reason for the decline when assessing whether potential goodwill impairment exists. Further, if a reporting unit does not appear to be achieving the projected growth plan used in determining its fair value, we will reevaluate the reporting unit for potential goodwill impairment based on revised projections, as available.
Long-lived assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the assets residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. We use internal discounted cash flows estimates, quoted market prices when available and independent appraisals, as appropriate, to determine fair value. We derive the required cash flow estimates from our historical experience and our internal business plans and apply an appropriate discount rate.
Income Taxes
We utilize the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all available positive and negative evidence, including scheduled reversals of taxable temporary items, projected future taxable income, tax planning strategies and recent financial operations. Assumptions used in making this evaluation require significant judgment and are consistent with the plans and estimates we are using to manage the underlying business. When we determine that we are not able to realize our recorded deferred tax assets, an increase in the valuation allowance is recorded, decreasing earnings in the period in which such determination is made.
We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is a 50% or less likelihood that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements.
Stock-Based Compensation
We award stock options, non-vested stock, market-based non-vested stock and performance-based non-vested stock to employees, directors and executive officers. We account for stock-based compensation in accordance with ASC 718, Stock Compensation. In accordance with ASC 718, we use the fair-market value of the Companys Common Stock on the date the award is approved to measure fair value for service-based and performance-based awards, a Monte Carlo simulation model to determine both the fair value and requisite service period of market-based awards and the Black-Scholes option-pricing model to determine the fair value of stock option awards. Compensation expense for stock option awards and service-based awards is recognized ratably over the requisite service period. For market-based awards, compensation expense is recognized over the requisite service period as derived using a Monte Carlo simulation model. For performance based awards, compensation expense is recognized based on the probability of achieving the performance conditions associated with the respective shares, as determined by management.
Restructuring and Other Operating Lease Obligations
We recognize a liability for costs to terminate an operating lease obligation before the end of its term when we no longer derive economic benefit from the lease. The liability is recognized and measured at its fair value when we determine that the cease use date has occurred and the fair value of the liability is determined based on the remaining lease rentals due, reduced by estimated sublease rental income that could be reasonably obtained for the property. The estimate of subsequent sublease rental income may change and require future changes to the fair value of the liabilities for the lease obligations.
Equity Investments
Gains and losses in equity interest for the year ended December 31, 2013, resulting from our equity method investments in businesses in Finland and Australia, are based on unaudited financial information of those businesses. Although we do not anticipate material differences, audited results may differ.
38
Recently Issued Accounting Pronouncements
New accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standards setting bodies that we adopt according to the various timetables the FASB specifies. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Companys results of operations, financial position or cash flows.
39
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Foreign Exchange Risk
During 2013, revenue from our international operations accounted for 38% of our consolidated revenue. Revenue and related expenses are generally denominated in the functional currencies of the local countries. Our primary foreign currencies are Euros, British Pounds, Korean Won, Swedish Krona, and Indian Rupees. The functional currency of our subsidiaries that either operate or support these websites is the same as the corresponding local currency. The results of operations of, and certain of our intercompany balances associated with, our internationally-focused websites are exposed to foreign exchange rate fluctuations. Upon consolidation, as exchange rates vary, revenue and other operating results may differ materially from expectations, and we may record significant gains or losses on the remeasurement of intercompany balances. The effect of the strengthening United States dollar in 2013 positively impacted reported revenue by approximately $3.0 million and positively impacted reported operating income by approximately $2.1 million, compared to 2012.
We have foreign exchange risk related to foreign-denominated cash, cash equivalents and marketable securities (foreign funds). Based on the balance of foreign funds at December 31, 2013 of $85.1 million, an assumed 5%, 10% and 20% negative currency movement would result in fair value declines of $4.3 million, $8.5 million and $17.0 million, respectively.
We use forward foreign exchange contracts as cash flow hedges to offset risks related to certain foreign currency transactions. These transactions primarily relate to non-functional currency denominated inter-company funding loans, non-functional currency denominated accounts receivable and non-functional currency denominated accounts payable. We do not enter into derivative financial instruments for trading purposes.
The financial statements of our non-United States subsidiaries are translated into United States dollars using current rates of exchange, with gains or losses included in the cumulative translation adjustment account, a component of stockholders equity. During the year ended December 31, 2013, our cumulative translation adjustment account decreased $23.8 million, primarily attributable to the foreign currency movements of the United States dollar against the Korean Won, British Pound, Euro, and Indian Rupee as well as $23.1 million of cumulative currency translation adjustments being reclassified to loss from discontinued operations as a result of the sale of our Careers-China business.
Interest Rate Risk
Credit Facilities
As of December 31, 2013, our debt was comprised of borrowings under our senior secured revolving credit facility and term loan facility. The credit facilities interest rates may be reset due to fluctuation in a market-based index, such as the federal funds rate, the London Interbank Offered Rate (LIBOR) or the administrative agents prime rate. Assuming the amount of borrowings provided for under our credit facilities was fully drawn during 2013, we would have had $314.4 million outstanding under such facilities, and a hypothetical 1.00% (100 basis-point) change in the interest rate of our credit facilities would have changed our pre-tax earnings by approximately $3.1 million for the year ended December 31, 2013. Assuming the amount of borrowings under our credit facilities was equal to the amount of outstanding borrowings on December 31, 2013, we would have had $135.6 million of total usage and a hypothetical 1.00% (100 basis-point) change in the interest rate of our credit facilities would have changed our pre-tax earnings by approximately $1.4 million for the year ended December 31, 2013. We do not manage the interest rate risk on our debt through the use of derivative instruments.
Investment Portfolio
Our investment portfolio is comprised primarily of cash and cash equivalents and short-term investments in a variety of debt instruments of high quality issuers. We invest in top sovereign, regional, national and supra-national bank commercial paper, bank time deposits, bankers acceptances and government bills or promissory notes or bonds that mature within three months of their origination date. A hypothetical 1.00% (100 basis-point) change in interest rates applicable to our investment portfolio balance as of December 31, 2013 would have changed our annual pretax earnings by approximately $0.9 million.
40
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The following are the consolidated financial statements of Monster Worldwide, Inc. and its consolidated subsidiaries, which are filed as part of this report.
MONSTER WORLDWIDE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page No. | ||||
42 | ||||
43 | ||||
Consolidated Statements of Operations and Comprehensive (Loss) Income |
44 | |||
45 | ||||
46 | ||||
47 | ||||
Supplemental Data: Financial Information by Quarter (Unaudited) |
72 |
41
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Monster Worldwide, Inc.
New York, New York
We have audited the accompanying consolidated balance sheets of Monster Worldwide, Inc. (the Company) as of December 31, 2013 and 2012 and the related consolidated statements of operations, stockholders equity, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Monster Worldwide, Inc. at December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Monster Worldwide, Inc.s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 10, 2014 expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
New York, New York
February 10, 2014
42
CONSOLIDATED BALANCE SHEETS
(In thousands, except par values)
December 31, 2013 |
December 31, 2012 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 88,581 | $ | 148,185 | ||||
Accounts receivable, net of allowance for doubtful accounts of $3,995 and $3,925, respectively |
332,675 | 335,905 | ||||||
Prepaid and other |
82,809 | 73,861 | ||||||
Current assets of discontinued operations |
| 21,702 | ||||||
|
|
|
|
|||||
Total current assets |
504,065 | 579,653 | ||||||
|
|
|
|
|||||
Goodwill |
895,518 | 887,271 | ||||||
Property and equipment, net |
124,169 | 147,613 | ||||||
Intangibles, net |
24,058 | 32,583 | ||||||
Other assets |
38,447 | 37,745 | ||||||
|
|
|
|
|||||
Total assets |
$ | 1,586,257 | $ | 1,684,865 | ||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable, accrued expenses and other |
$ | 166,257 | $ | 181,914 | ||||
Deferred revenue |
342,156 | 351,546 | ||||||
Current portion of long-term debt and borrowings on revolving credit facilities |
9,375 | 18,264 | ||||||
Current liabilities of discontinued operations |
1,049 | 33,256 | ||||||
|
|
|
|
|||||
Total current liabilities |
518,837 | 584,980 | ||||||
Long-term income taxes payable |
53,078 | 63,465 | ||||||
Long-term debt, less current portion |
125,900 | 145,975 | ||||||
Other long-term liabilities |
44,297 | 10,406 | ||||||
|
|
|
|
|||||
Total liabilities |
742,112 | 804,826 | ||||||
|
|
|
|
|||||
Commitments and contingencies |
||||||||
Stockholders equity: |
||||||||
Preferred stock, $.001 par value, authorized 800 shares; issued and outstanding: none |
| | ||||||
Common stock, $.001 par value, authorized 1,500,000 shares; issued: 141,671 and 139,837 shares, respectively; outstanding: 92,372 and 111,129 shares, respectively |
142 | 140 | ||||||
Class B common stock, $.001 par value, authorized 39,000 shares; issued and outstanding: none |
| | ||||||
Additional paid-in capital |
2,003,394 | 1,956,260 | ||||||
Accumulated deficit |
(564,871 | ) | (564,389 | ) | ||||
Accumulated other comprehensive income |
63,368 | 87,162 | ||||||
Less: Treasury stock, at cost, 49,299 and 28,708 shares, respectively |
(712,362 | ) | (599,134 | ) | ||||
|
|
|
|
|||||
Total Monster Worldwide, Inc. stockholders equity |
789,671 | 880,039 | ||||||
Noncontrolling interest in subsidiary |
54,474 | - | ||||||
|
|
|
|
|||||
Total stockholders equity |
844,145 | 880,039 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders equity |
$ | 1,586,257 | $ | 1,684,865 | ||||
|
|
|
|
See accompanying notes.
43
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(In thousands, except per share amounts)
Year ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Revenue |
$ | 807,579 | $ | 890,392 | $ | 993,644 | ||||||
|
|
|
|
|
|
|||||||
Salaries and related |
379,406 | 408,305 | 480,398 | |||||||||
Office and general |
205,397 | 226,601 | 224,914 | |||||||||
Marketing and promotion |
169,590 | 188,326 | 189,850 | |||||||||
Restructuring and other special charges |
19,995 | 40,358 | 4,715 | |||||||||
Recovery of restitution award from former executive |
| (5,350 | ) | | ||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
774,388 | 858,240 | 899,877 | |||||||||
|
|
|
|
|
|
|||||||
Operating income |
33,191 | 32,152 | 93,767 | |||||||||
Interest and other, net |
(5,770 | ) | (5,883 | ) | (2,971 | ) | ||||||
|
|
|
|
|
|
|||||||
Income before income taxes and loss in equity interests |
27,421 | 26,269 | 90,796 | |||||||||
(Provision for) benefit from income taxes |
(23,004 | ) | 32,978 | (23,504 | ) | |||||||
Loss in equity interests, net |
(908 | ) | (1,081 | ) | (1,242 | ) | ||||||
|
|
|
|
|
|
|||||||
Income from continuing operations |
3,509 | 58,166 | 66,050 | |||||||||
Loss from discontinued operations, net of tax |
(3,798 | ) | (316,886 | ) | (12,253 | ) | ||||||
|
|
|
|
|
|
|||||||
Net (loss) income |
(289 | ) | (258,720 | ) | 53,797 | |||||||
Net income attributable to noncontrolling interest |
193 | | | |||||||||
|
|
|
|
|
|
|||||||
Net (loss) income attributable to Monster Worldwide, Inc. |
$ | (482 | ) | $ | (258,720 | ) | $ | 53,797 | ||||
|
|
|
|
|
|
|||||||
*Basic earnings (loss) per share attributable to Monster Worldwide, Inc.: |
||||||||||||
Income from continuing operations |
$ | 0.03 | $ | 0.52 | $ | 0.54 | ||||||
Loss from discontinued operations, net of tax |
(0.04 | ) | (2.81 | ) | (0.10 | ) | ||||||
|
|
|
|
|
|
|||||||
Basic earnings (loss) per share |
$ | | $ | (2.29 | ) | $ | 0.44 | |||||
|
|
|
|
|
|
|||||||
*Diluted earnings (loss) per share attributable to Monster Worldwide, Inc.: |
||||||||||||
Income from continuing operations |
$ | 0.03 | $ | 0.51 | $ | 0.53 | ||||||
Loss from discontinued operations, net of tax |
(0.04 | ) | (2.78 | ) | (0.10 | ) | ||||||
|
|
|
|
|
|
|||||||
Diluted earnings (loss) per share |
$ | | $ | (2.27 | ) | $ | 0.43 | |||||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
106,947 | 112,866 | 122,002 | |||||||||
Diluted |
107,913 | 113,995 | 123,923 | |||||||||
Net (loss) income |
$ | (289 | ) | $ | (258,720 | ) | $ | 53,797 | ||||
Other comprehensive (loss) income: |
||||||||||||
Foreign currency translation adjustments, net |
(23,859 | ) | 23,419 | 578 | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive (loss) income |
(24,148 | ) | (235,301 | ) | 54,375 | |||||||
Comprehensive income attributable to noncontrolling interest |
128 | | | |||||||||
|
|
|
|
|
|
|||||||
Comprehensive (loss) income attributable to Monster Worldwide, Inc. |
$ | (24,276 | ) | $ | (235,301 | ) | $ | 54,375 | ||||
|
|
|
|
|
|
* | Earnings per share may not add in certain periods due to rounding |
See accompanying notes.
44
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(In thousands)
Shares of Common Stock |
Common Stock and Additional Paid-in Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Treasury Stock |
Noncontrolling Interest in Subsidiary |
Total Stockholders Equity |
||||||||||||||||||||||
Balance, January 1, 2011 |
135,834 | $ | 1,890,880 | $ | (359,466 | ) | $ | 63,165 | $ | (465,929 | ) | $ | | $ | 1,128,650 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income |
| | 53,797 | | | | 53,797 | |||||||||||||||||||||
Change in cumulative foreign currency translation adjustment |
| | | 578 | | | 578 | |||||||||||||||||||||
Repurchase of common stock |
| | | | (41,973 | ) | | (41,973 | ) | |||||||||||||||||||
Tax withholdings related to net share settlements of restricted stock awards and units |
(1,145 | ) | | | | (17,139 | ) | | (17,139 | ) | ||||||||||||||||||
Issuance of common stock for stock option exercises |
1 | 23 | | | | | 23 | |||||||||||||||||||||
Tax provision for stock-based compensation |
| (4,628 | ) | | | | | (4,628 | ) | |||||||||||||||||||
Stock based compensationrestricted stock |
3,165 | 44,380 | | | | | 44,380 | |||||||||||||||||||||
Stock based compensationstock options |
| 439 | | | | | 439 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2011 |
137,855 | $ | 1,931,094 | $ | (305,669 | ) | $ | 63,743 | $ | (525,041 | ) | $ | | $ | 1,164,127 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss |
| | (258,720 | ) | | | | (258,720 | ) | |||||||||||||||||||
Change in cumulative foreign currency translation adjustment |
| | | 23,419 | | | 23,419 | |||||||||||||||||||||
Repurchase of common stock |
| | | | (65,611 | ) | | (65,611 | ) | |||||||||||||||||||
Tax withholdings related to net share settlements of restricted stock awards and units |
(1,099 | ) | | | | (8,482 | ) | | (8,482 | ) | ||||||||||||||||||
Issuance of common stock for stock option exercises |
3 | 23 | | | | | 23 | |||||||||||||||||||||
Tax provision for stock-based compensation |
| (5,319 | ) | | | | | (5,319 | ) | |||||||||||||||||||
Stock based compensationrestricted stock |
3,078 | 30,551 | | | | | 30,551 | |||||||||||||||||||||
Stock based compensationstock options |
| 51 | | | | | 51 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2012 |
139,837 | $ | 1,956,400 | $ | (564,389 | ) | $ | 87,162 | $ | (599,134 | ) | $ | | $ | 880,039 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net (loss) income |
| | (482 | ) | | | 193 | (289 | ) | |||||||||||||||||||
Change in cumulative foreign currency translation adjustment |
| | | (23,794 | ) | | (65 | ) | (23,859 | ) | ||||||||||||||||||
Repurchase of common stock |
| | | | (107,167 | ) | | (107,167 | ) | |||||||||||||||||||
Tax withholdings related to net share settlements of restricted stock awards and units |
(1,187 | ) | | | | (6,061 | ) | | (6,061 | ) | ||||||||||||||||||
Sale of noncontrolling interest |
18,278 | | | | 54,346 | 72,624 | ||||||||||||||||||||||
Tax provision for stock-based compensation |
| 166 | | | | | 166 | |||||||||||||||||||||
Stock based compensationrestricted stock |
3,021 | 28,692 | | | | | 28,692 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2013 |
141,671 | $ | 2,003,536 | $ | (564,871 | ) | $ | 63,368 | $ | (712,362 | ) | $ | 54,474 | $ | 844,145 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
45
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Cash flows provided by operating activities: |
||||||||||||
Net (loss) income |
$ | (289 | ) | $ | (258,720 | ) | $ | 53,797 | ||||
|
|
|
|
|
|
|||||||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
59,156 | 70,000 | 74,600 | |||||||||
Provision for doubtful accounts |
2,367 | 4,469 | 3,329 | |||||||||
Non-cash compensation |
25,391 | 28,964 | 42,523 | |||||||||
Loss in equity interests, net |
908 | 1,081 | 1,242 | |||||||||
Non-cash restructuring charges |
5,315 | 7,505 | 130 | |||||||||
Deferred income taxes |
28,574 | (9,814 | ) | (5,659 | ) | |||||||
Tax benefit from change in uncertain tax positions |
(14,355 | ) | (43,193 | ) | | |||||||
Amount reclassified from accumulated other comprehensive income |
(23,109 | ) | | (1,732 | ) | |||||||
Impairment of goodwill and other intangibles |
| 267,855 | | |||||||||
Excess income tax benefit from equity compensation plans |
(5,907 | ) | | | ||||||||
Changes in assets and liabilities, net of acquisitions: |
||||||||||||
Accounts receivable |
8,018 | (2,013 | ) | (856 | ) | |||||||
Prepaid and other |
14,573 | 13,332 | (5,510 | ) | ||||||||
Deferred revenue |
(22,189 | ) | (17,456 | ) | 5,056 | |||||||
Accounts payable, accrued liabilities and other |
(44,631 | ) | (8,683 | ) | (17,243 | ) | ||||||
|
|
|
|
|
|
|||||||
Total adjustments |
34,111 | 312,047 | 95,880 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
33,822 | 53,327 | 149,677 | |||||||||
|
|
|
|
|
|
|||||||
Cash flows used for investing activities: |
||||||||||||
Capital expenditures |
(32,616 | ) | (59,572 | ) | (61,818 | ) | ||||||
Cash funded to and dividends received from equity investee and other |
(6,266 | ) | (1,349 | ) | (384 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash used for investing activities |
(38,882 | ) | (60,921 | ) | (62,202 | ) | ||||||
|
|
|
|
|
|
|||||||
Cash flows (used for) provided by financing activities: |
||||||||||||
Payments on borrowings on credit facilities |
(91,599 | ) | (305,709 | ) | (44,501 | ) | ||||||
Proceeds from borrowings on credit facilities |
69,500 | 224,718 | 108,722 | |||||||||
Payments on borrowings on term loan |
(6,875 | ) | (43,750 | ) | | |||||||
Proceeds from borrowings on term loan |
| 100,000 | | |||||||||
Repurchase of common stock |
(107,167 | ) | (65,611 | ) | (41,973 | ) | ||||||
Tax withholdings related to net share settlements of restricted stock awards and units |
(6,061 | ) | (8,482 | ) | (17,139 | ) | ||||||
Proceeds from the exercise of employee stock options |
| 23 | 23 | |||||||||
Excess income tax benefit from equity compensation plans |
5,907 | | | |||||||||
Net proceeds from sale of noncontrolling interest |
86,523 | | | |||||||||
|
|
|
|
|
|
|||||||
Net cash (used for) provided by financing activities |
(49,772 | ) | (98,811 | ) | 5,132 | |||||||
Effects of exchange rates on cash |
(4,772 | ) | 4,273 | (5,459 | ) | |||||||
|
|
|
|
|
|
|||||||
Net (decrease) increase in cash and cash equivalents |
(59,604 | ) | (102,132 | ) | 87,148 | |||||||
Cash and cash equivalents, beginning of period |
148,185 | 250,317 | 163,169 | |||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents, end of period |
$ | 88,581 | $ | 148,185 | $ | 250,317 | ||||||
|
|
|
|
|
|
See accompanying notes.
46
MONSTER WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The Company
Monster Worldwide, Inc. (together with its consolidated subsidiaries, the Company, Monster, Monster Worldwide, we, our, or us) has operations that consist of three reportable segments: Careers-North America, Careers-International and Internet Advertising & Fees. Revenue in the Companys Careers segments is primarily earned from the placement of job advertisements on the websites within the Monster network, access to the Monster network of online resume databases, recruitment media services and other career-related services. Revenue in the Companys Internet Advertising & Fees segment is primarily earned from the display of advertisements on the Monster network of websites, click-throughs on text based links and leads provided to advertisers. The Companys Careers segments provide online services to customers in a variety of industries throughout North America, Europe, and the Asia-Pacific region, while Internet Advertising & Fees delivers online services primarily in North America.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and all of its wholly-owned and majority-owned subsidiaries. Investments in which the Company does not have a controlling interest or is not the primary beneficiary, but has the ability to exert significant influence, are accounted for under the equity method of accounting. All inter-company accounts and transactions have been eliminated in consolidation. The noncontrolling interest in our South Korean subsidiary is recorded net of tax as Net income attributable to noncontrolling interest. We have reclassified certain amounts previously reported in our financial statements to conform to the current presentation, including amounts related to discontinued operations. Unless noted otherwise, discussions in these notes pertain to our continuing operations.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities and revenues and expenses. These estimates include, among others, allowances for doubtful accounts, fair value of financial assets and liabilities, net realizable values on long-lived assets and deferred tax assets and liabilities, certain accrued expense accounts, deferred revenue, goodwill, revenue recognition and forfeitures associated with stock-based compensation. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue on agreements in accordance with Accounting Standards Codification (ASC) ASC 605, Revenue Recognition.
Careers-North America and Careers-International. Our Careers-North America and Careers-International segments primarily earn revenue from the placement of job postings on the websites within the Monster network, access to the Monster networks online resume database, recruitment media services, applicant tracking services, online career related solutions provided through a Software as a Service (SaaS) offering and other career-related services.
Where appropriate, we recognize revenue in accordance with Accounting Standards Update (ASU) No. 2009-13, Multiple-Deliverable Revenue Arrangements, which was effective January 1, 2011, revenue associated with multiple element contracts is based on the selling price hierarchy, which includes vendor-specific objective evidence or (VSOE) when available, third-party evidence (TPE) if it is available and if VSOE is not available, if neither is available, then the best estimate of selling price would be used. Under this new accounting guidance, to treat elements in a multi-element arrangement as separate units of accounting, each element must have standalone value upon delivery. If the element has standalone value, the Company accounts for each element separately. In determining whether elements have standalone value, the Company considers the availability of the elements from other vendors, the nature of the elements, the timing of execution of contracts for customers and the contractual dependence of the element related to a customers acceptance.
We recognize revenue at the time that job postings and related accessories are displayed on the Monster network websites, based upon customer usage patterns. Revenue earned from subscriptions to the Monster networks resume database, applicant tracking services and other career-related services are recognized over the length of the underlying subscriptions, typically from two weeks to twelve months. The Company accounts for SaaS contracts as the services are being performed.
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Unearned revenues are reported on the balance sheet as deferred revenue. We review accounts receivable for those that may potentially be uncollectible and any accounts receivable balances that are determined to be uncollectible are included in our allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.
Internet Advertising & Fees. Our Internet Advertising & Fees segment primarily earns revenue from the display of advertisements on the Monster network of websites, click-throughs on text based links, leads provided to advertisers and subscriptions to premium services. We recognize revenue for online advertising as impressions are delivered. An impression is delivered when an advertisement appears in pages viewed by our users. We recognize revenue from the display of click-throughs on text based links as click-throughs occur. A click-through occurs when a user clicks on an advertisers listing. Revenue from lead generation is recognized as leads are delivered to advertisers.
Business Combinations
We account for business combinations in accordance with ASC 805, Business Combinations. The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their fair values on the date of a business combination. Our consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition.
Discontinued Operations
The Company accounts for business dispositions and its businesses held for sale in accordance with ASC 205-20, Discontinued Operations. ASC 205-20 requires the results of operations of business dispositions to be segregated from continuing operations and reflected as discontinued operations in current and prior periods. Please see Note 6-Discontinued Operations to the consolidated financial statements.
Marketing and Promotion
Advertising production costs are recorded as expense the first time an advertisement appears. Costs of communicating advertising are recorded as expense as advertising space or airtime is used. All other advertising costs are expensed as incurred.
Fair Value of Financial Instruments
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. The Companys debt relates to borrowings under its credit facilities and term loan, which approximates fair value due to market interest rates.
Concentrations of Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon demand. The Company also invests in short-term commercial paper rated P1 or better by Moodys or A1 or better by Standard & Poors. The Company performs continuing credit evaluations of its customers, maintains allowances for potential credit losses and does not require collateral. The Company makes judgments as to its ability to collect outstanding receivables based primarily on managements evaluation of the customers financial condition, past collection history and overall aging of the receivables. Historically, such losses have been within managements expectations. The Company has not experienced significant losses related to receivables from individual customers or groups of customers in any particular industry or geographic area.
Cash and Cash Equivalents
Cash and cash equivalents, which primarily consist of bank time deposits and commercial paper, are stated at cost, which approximates fair value. For financial statement presentation purposes, the Company considers all highly liquid investments having original maturities of three months or less to be cash equivalents. Outstanding checks in excess of account balances, typically payroll and other contractual obligations disbursed on or near the last day of a reporting period, are reported as current liabilities in the accompanying consolidated balance sheets.
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Accounts Receivable
The Companys accounts receivable primarily consist of trade receivables. Management reviews accounts receivable on a monthly basis to determine if any receivables will potentially be uncollectible. The Company includes any accounts receivable balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of December 31, 2013 and 2012 are adequate. However, actual write-offs could exceed the recorded allowance. Including discontinued operations, the activity in the allowance for doubtful accounts is as follows:
Year Ended December 31, |
Beginning Balance |
Charged to Expense |
Write-Offs and Other |
Ending Balance |
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2013 |
$ | 4,721 | $ | 2,367 | $ | (3,093 | ) | $ | 3,995 | |||||||
2012 |
$ | 5,240 | $ | 4,469 | $ | (4,988 | ) | $ | 4,721 | |||||||
2011 |
$ | 5,420 | $ | 3,329 | $ | (3,509 | ) | $ | 5,240 |
Included in the December 31, 2012 ending balance of $4,721 is $796 of allowance for doubtful accounts attributable to discontinued operations.
Property and Equipment
Computer and communications equipment, furniture and equipment and capitalized software costs are stated at cost and are depreciated using the straight line method over the estimated useful lives of the assets, generally three to ten years. Leasehold improvements are stated at cost and amortized using the straight-line method, over their estimated useful lives, or the lease term, whichever is shorter.
Internal Use Software and Website Development Costs
In accordance with ASC 350-40, Internal-Use Software, the Company capitalizes costs to purchase or internally develop software for internal use, as well as costs incurred to design, develop, test and implement enhancements to its website. These costs are included in property and equipment and the estimated useful life is five years.
Goodwill and Intangible Assets
The Company evaluates its goodwill and indefinite lived intangible assets for impairment in accordance with ASC 350-20, Goodwill. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired.
The Company tests the recorded amount of goodwill for recovery on an annual basis in the fourth quarter of each fiscal year. Goodwill is tested more frequently if indicators of impairment exist. The goodwill impairment test is performed at the reporting unit level. Prior to the sale of Careers-China on February 5, 2013, the Company had four reporting units which were equivalent to our four operating segments: Careers-North America, Careers-International, Careers-China, presented for all periods as a discontinued operation, and Internet Advertising & Fees. Following the sale of the Careers-China business, the Company has three reporting units which are equivalent to our three operating segments: Careers-North America, Careers-International, and Internet Advertising & Fees.
In determining if goodwill is impaired, we estimate the fair value of the reporting unit and compare it to the carrying value of the assets and liabilities of that reporting unit. The Company determines the fair value of its reporting units using a weighting of fair values derived from the income approach and the market approach depending on the availability of relevant market comparable information. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on managements estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the businesss ability to execute on the projected cash flows. Under the market approach, the Company estimates the fair value based on market multiples of cash flow and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit and further considering the value of a control premium. The weighting of the fair value derived from the market approach differs for each reporting unit depending on the level of comparability of these publicly-traded companies to the reporting unit. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.
Other intangible assets primarily consist of the value of customer relationships, trade names, resume databases, trademarks and internet domains. Amortizable intangible assets are primarily being amortized on a basis that approximates economic use, over periods ranging from two to ten years.
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Intangible assets are primarily evaluated on an annual basis, generally in conjunction with the Companys evaluation of goodwill balances. The determination of whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the assets residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. The Company uses internal discounted cash flows estimates, quoted market prices when available and independent appraisals, as appropriate, to determine fair value. The Company derives the required cash flow estimates from historical experience and internal business plans and applies an appropriate discount rate. As of December 31, 2013, there were no impairment indicators present.
Long-Lived Assets
Long-lived assets, other than goodwill and indefinite lived intangible assets, are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of these assets and their eventual disposition are less than their carrying amounts. As of December 31, 2013, there were no impairment indicators present.
Foreign Currency Translation and Transactions
The financial position and results of operations of the Companys foreign subsidiaries are determined using local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each year-end. Income statement accounts are translated at the average rate of exchange prevailing during the year. Translation adjustments arising from the use of differing exchange rates from period to period are included in other comprehensive (loss) income, a component of stockholders equity. Gains and losses resulting from other foreign currency transactions, including forward foreign exchange contracts, are included in interest and other, net.
Comprehensive (loss) income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Companys items of other comprehensive (loss) income are foreign currency translation adjustments, which relate to investments that are permanent in nature, net of applicable income taxes. To the extent that such amounts relate to investments that are permanent in nature, no adjustments for income taxes are made.
The Company uses forward foreign exchange contracts as economic cash flow hedges to offset risks related to foreign currency transactions. These transactions primarily relate to non-functional currency denominated inter-company funding loans and non-functional currency inter-company accounts receivable. The Company does not trade derivative financial instruments for speculative purposes. Please see Note 11-Financial Derivative Instruments.
Income Taxes
We utilize the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all available positive and negative evidence, including scheduled reversals of taxable temporary items, projected future taxable income, tax planning strategies and recent financial operations. Assumptions used in making this evaluation require significant judgment and are consistent with the plans and estimates we are using to manage the underlying business. When we determine that we are not able to realize our recorded deferred tax assets, an increase in the valuation allowance is recorded, decreasing earnings in the period in which such determination is made.
We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is a 50% or less likelihood that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements.
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Stock-Based Compensation
We award stock options, non-vested stock, market-based non-vested stock and performance-based non-vested stock to employees, directors and executive officers. We account for stock-based compensation in accordance with ASC 718, Stock Compensation. In accordance with ASC 718, we use the fair-market value of the Companys Common Stock on the date the award is approved to measure fair value for service-based and performance-based awards, a Monte Carlo simulation model to determine both the fair value and requisite service period of market-based awards and the Black-Scholes option-pricing model to determine the fair value of stock option awards. Compensation expense for stock option awards and service-based awards is recognized ratably over the requisite service period. For market-based awards, compensation expense is recognized over the requisite service period as derived using a Monte Carlo simulation model. For performance-based awards, compensation expense is recognized based on the probability of achieving the performance conditions associated with the respective shares, as determined by management.
Restructuring and Other Special Charges
The Company accounts for restructuring activities in accordance with ASC 420, Exit or Disposal Cost Obligations. Under the guidance, for the cost of restructuring activities that do not constitute a discontinued operation, the liability for the current and fair value of expected future costs associated with such restructuring activity shall be recognized in the period in which the liability is incurred. We segregate the costs of restructuring activities taken pursuant to a management approved restructuring plan.
Operating Lease Obligations
We recognize a liability for costs to terminate an operating lease obligation before the end of its term when we no longer derive economic benefit from the lease. The liability is recognized and measured at its fair value when we determine that the cease use date has occurred and the fair value of the liability is determined based on the remaining lease rentals due, reduced by estimated sublease rental income that could be reasonably obtained for the property. The estimate of subsequent sublease rental income may change and require future changes to the fair value of the liabilities for the lease obligations.
Earnings (Loss) Per Share Attributable to Monster Worldwide, Inc.
Basic earnings (loss) per share is calculated using the Companys weighted-average outstanding common shares. When the effects are dilutive, diluted earnings (loss) per share is calculated using the weighted-average outstanding common shares, participating securities and the dilutive effect of all other stock-based compensation awards as determined under the treasury stock method. Certain stock options and stock issuable under employee compensation plans were excluded from the computation of diluted earnings (loss) per share due to their anti-dilutive effect. A reconciliation of shares used in calculating basic and diluted earnings (loss) per share is as follows:
The year ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Basic weighted-average shares outstanding |
106,947 | 112,866 | 122,002 | |||||||||
Effect of common stock equivalentsstock options and non-vested stock under employee compensation plans |
966 | 1,129 | 1,921 | |||||||||
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Diluted weighted-average shares outstanding |
107,913 | 113,995 | 123,923 | |||||||||
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Weighted-average anti-dilutive common stock equivalents |
5,337 | 7,167 | 4,165 | |||||||||
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Recently Issued Accounting Pronouncements
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, which amends the guidance in Accounting Standard Codification (ASC) 220 on Comprehensive Income. Under the revised guidance, companies are required to provide information about the amounts reclassified out of accumulated other comprehensive income (AOCI) by component. In addition, companies are required to present, either on the face of the statement where net income is presented or in the notes, the effects on the line items of net income of significant amounts reclassified out of AOCI but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. This amended guidance is to be applied prospectively and is effective for reporting periods (interim and annual) beginning after December 15, 2012, for public companies, with early adoption permitted. The Company adopted the revised guidance January 1, 2013, and reported significant items reclassified out of AOCI in the Notes to Consolidated Financial Statements.
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In March 2013, the FASB issued ASU No. 2013-05, which amends the guidance in ASC 830, Foreign Currency Matters. ASU No. 2013-05 addresses the accounting for the cumulative translation adjustment (CTA) when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. This amended guidance is to be applied prospectively and is effective for the Company beginning on January 1, 2014. The implementation of the amended accounting guidance is not expected to have a material impact on our consolidated financial position or results of operations.
In July 2013, the FASB issued ASU No. 2013-10, which amends the guidance in ASC 815, Derivatives and Hedging . ASU No. 2013-10 permits the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to the U.S. government rate and LIBOR. This amended guidance is to be applied prospectively and is effective for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The implementation of the amended accounting guidance has not had, and is not expected to have, a material impact on our consolidated financial position or results of operations.
In July 2013, the FASB issued ASU No. 2013-11, which amends the guidance in ASC 740, Income Taxes . ASU No. 2013-11 requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. The amended guidance is to be applied prospectively and is effective for reporting periods (interim and annual) beginning after December 15, 2013. The implementation of the amended accounting guidance is not expected to have a material impact on our consolidated financial position or results of operations.
2. STOCK-BASED COMPENSATION
The Company awards non-vested stock to employees, directors and executive officers in the form of Restricted Stock Awards (RSAs) and Restricted Stock Units (RSUs), market-based RSAs and RSUs, stock options and performance-based RSAs and RSUs. The Compensation Committee of the Companys Board of Directors approves stock-based compensation awards for all employees and executive officers of the Company. The Corporate Governance and Nominating Committee of the Companys Board of Directors approves stock-based compensation awards for all non-employee directors of the Company. The Company uses the fair-market value of the Companys Common Stock on the date the award is approved to measure fair value for service-based and performance-based awards, a Monte Carlo simulation model to determine both the fair value and requisite service period of market-based awards and the Black-Scholes option-pricing model to determine the fair value of stock option awards. The Company presents as a financing activity in the consolidated statement of cash flows the benefits of tax deductions in excess of the tax-effected compensation of the related stock-based awards for the options exercised and RSAs and RSUs vested.
The Company recognized pre-tax compensation expense, excluding discontinued operations, in the consolidated statements of operations related to stock-based compensation as follows:
The year ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Non-vested stock, included in salaries and related |
$ | 25,391 | $ | 28,123 | $ | 41,019 | ||||||
Stock options, included in salaries and related |
| 51 | 439 | |||||||||
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Total |
$ | 25,391 | $ | 28,174 | $ | 41,458 | ||||||
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As of December 31, 2013, the Company has issued the following types of equity awards under its 1999 Long Term Incentive Plan and the 2008 Equity Incentive Plan (the Company no longer issues new equity awards under the 1999 Long-Term Incentive Plan):
Restricted Stock
The Company, from time to time, enters into separate non-vested share-based payment arrangements with employees, executives and directors. The Company grants RSUs that are subject to continued employment and vesting conditions, but do not have dividend or voting rights. The Company also grants RSAs that are subject to continued employment and vesting conditions, have voting rights, but do not have dividend rights. Directors of the Company receive automatic RSAs which are measured using the fair market value of the Companys Common Stock on the date of the grant. The Company also grants market-based RSAs and RSUs that vest contingent on meeting certain stock price targets within five years of the grant date and performance-based RSAs and RSUs that vest contingent on meeting specific financial results within a specified time period.
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Inclusive of discontinued operations, the tax benefits recognized on the non-vested stock-based compensation expenses were $7,430, $8,878, and $11,166 for years ended December 31, 2013, 2012 and 2011, respectively. In the event that stock-based compensation vests at a price below the original grant date price, the recognized tax benefits will not be realized. Such tax benefit deficiencies may be charged to equity to the extent of accumulated excess realized tax benefits. At December 31, 2013, the Company has remaining accumulated excess realized tax benefits of $1,994. In the event that stock-based compensation vests at a price below the original grant date price and there are insufficient accumulated excess tax benefits, the tax benefit deficiencies will be charged to the tax provision.
Service-Based Awards During 2013, the Company granted an aggregate of 1,212,848 and 286,500 service-based RSAs and RSUs, respectively, to approximately 75 employees, executive officers and directors of the Company. The RSAs and RSUs vest in various increments on the anniversaries of the individual grant dates, through December 10, 2017, subject to the recipients continued employment or service through each applicable vesting date. Compensation expense for service-based awards is recognized ratably over the requisite service period, net of estimated forfeitures.
During 2012, the Company granted an aggregate of 3,156,515 and 1,229,526 service-based RSAs and RSUs, respectively, to approximately 225 employees, executive officers and directors of the Company. The RSAs and RSUs vest in various increments on the anniversaries of the individual grant dates, through December 11, 2016, subject to the recipients continued employment or service through each applicable vesting date.
During 2011, the Company granted an aggregate of 769,000 and 200,000 service-based RSAs and RSUs, respectively, to approximately 80 employees, executive officers and directors of the Company. The RSAs and RSUs vest in various increments on the anniversaries of the individual grant dates, through October 25, 2015, subject to the recipients continued employment or service through each applicable vesting date.
Market-Based Awards During 2013, the Company granted 5,340,390 market-based RSUs to approximately 450 employees that will vest contingent on meeting certain stock price targets within five years of the grant date. The market-based RSUs vest in four tranches, with each tranche equaling 25% of the award, if, and when, certain stock price targets are achieved and maintained for 15 trading days in a consecutive 30-day trading period, subject to the recipients continued employment and service through the one year anniversary of the target stock price being achieved. Compensation expense for market-based awards is recognized over the requisite service period as derived using a Monte Carlo simulation model, net of estimated forfeitures. No market-based RSUs were granted during 2012 or 2011.
Performance-Based Awards During 2013, the Company granted 3,067,200 RSUs to approximately 1,100 employees, subject to certain specified performance-based conditions. Compensation expense is recognized based on the probability of achieving the performance conditions associated with the respective shares, as determined by management, net of estimated forfeitures. No performance-based RSUs were granted during 2012 or 2011.
As of December 31, 2013, the unrecognized compensation expense related to non-vested stock was $51,286 which is expected to be recognized over a weighted-average period of 1.5 years.
The Companys non-vested stock activity is as follows (shares in thousands):
The year ended December 31, | ||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||
Shares | Weighted Average Fair Value at Grant Date |
Shares | Weighted Average Fair Value at Grant Date |
Shares | Weighted Average Fair Value at Grant Date |
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Non-vested at beginning of period |
7,639 | $ | 10.01 | 7,432 | $ | 13.85 | 11,299 | $ | 14.65 | |||||||||||||||
Granted RSAs |
1,213 | 4.72 | 3,156 | 6.88 | 769 | 13.74 | ||||||||||||||||||
Granted RSUs |
8,694 | 4.15 | 1,230 | 6.89 | 200 | 14.67 | ||||||||||||||||||
Forfeited |
(1,386 | ) | 10.93 | (1,102 | ) | 12.14 | (1,672 | ) | 13.66 | |||||||||||||||
Vested |
(3,018 | ) | 5.10 | (3,077 | ) | 14.07 | (3,164 | ) | 16.82 | |||||||||||||||
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Non-vested at end of period |
13,142 | $ | 5.58 | 7,639 | $ | 10.01 | 7,432 | $ | 13.85 | |||||||||||||||
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In connection with the Companys corporate restructuring programs, the Company accelerated the vesting of 418,333 RSAs and RSUs to two former executives in the second quarter of 2013, the expense of which is recorded in restructuring and discontinued operations.
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Stock Options
The Companys stock option activity is as follows (shares in thousands):
The year ended December 31, | ||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||
Shares | Weighted Average Exercise Price |
Shares | Weighted Average Exercise Price |
Shares | Weighted Average Exercise Price |
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Outstanding as of the beginning of the period |
1,029 | $ | 29.04 | 1,560 | $ | 24.10 | 2,135 | $ | 27.31 | |||||||||||||||
Exercised |
| $ | | (3 | ) | $ | 9.11 | (1 | ) | $ | 25.25 | |||||||||||||
Forfeited/expired/cancelled |
(101 | ) | $ | 23.27 | (528 | ) | $ | 29.10 | (574 | ) | $ | 36.00 | ||||||||||||
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Outstanding at end of the period |
928 | $ | 29.68 | 1,029 | $ | 29.04 | 1,560 | $ | 24.10 | |||||||||||||||
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Options exercisable at end of period |
928 | $ | 29.68 | 1,029 | $ | 29.04 | 1,538 | $ | 24.05 | |||||||||||||||
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Aggregate intrinsic value of options exercised during the period |
$ | | $ | 2 | $ | 4 |
Aggregate intrinsic value is calculated as the difference between the closing market price of the Companys Common Stock as of each exercise date and the exercise price of the underlying options. The Company has not granted any stock options subsequent to 2008 and as of December 31, 2013 all options have been fully expensed.
3. NONCONTROLLING INTEREST
In December 2013, the Company sold a 49.99% interest in JobKorea Ltd., its wholly owned subsidiary in South Korea, to H&Q Korea for an aggregate purchase price of $90,000. H&Q Korea, an affiliate of H&Q Asia Pacific, a leading Asian private equity firm, is a pioneer in the development of Koreas private equity industry and one of the top private equity managers in the country.
Based on the terms of the agreement, Monster maintains a controlling interest in the subsidiary and, accordingly, will continue to consolidate the results of JobKorea Ltd. in its consolidated financial statements. The Company incurred transaction costs of approximately $3,500 related to the agreement with H&Q Korea, which were recorded within stockholders equity on the Companys Consolidated Balance Sheets. See Note 15 Income Taxes for discussion on the tax impact of the transaction. The noncontrolling interests share of stockholders equity in JobKorea Ltd. is reflected as Noncontrolling interest in the Companys Consolidated Balance Sheets and was $54,474 as of December 31, 2013. The noncontrolling interests share of income from continuing operations and net loss was $193 for the year ended December 31, 2013.
4. GOODWILL AND INTANGIBLE ASSETS
The Company tests the recorded amount of goodwill for recovery on an annual basis in the fourth quarter of each fiscal year. Goodwill is tested more frequently if indicators of impairment exist. The goodwill impairment test is performed at the reporting unit level. Prior to the sale of Careers-China on February 5, 2013, the Company had four reporting units which were equivalent to our four operating segments: Careers-North America, Careers-International, Careers-China, presented for all periods as a discontinued operation, and Internet Advertising & Fees. Following the sale of the Careers-China business, the Company has three reporting units which are equivalent to our three operating segments: Careers-North America, Careers-International, and Internet Advertising & Fees.
In determining if goodwill is impaired, we estimate the fair value of the reporting unit and compare it to the carrying value of the assets and liabilities of that reporting unit. The Company determines the fair value of its reporting units using a weighting of fair values derived from the income approach and the market approach, depending on the availability of relevant market comparable information. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on managements estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the businesss ability to execute on the projected cash flows. Under the market approach, the Company estimates the fair value based on market multiples of cash flow and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit and considering a reasonable control premium. The weighting of the fair value derived from the market approach differs for each reporting unit depending on the level of comparability of these publicly-traded companies to the reporting unit. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.
54
For the annual goodwill impairment test performed in the fourth quarter of 2013, each of the Careers-International and the Internet Advertising & Fees reporting units had fair value that substantially exceeded its carrying value. For the Careers-North America reporting unit, the Company calculated, using a discount rate of 14% and a terminal growth rate of 2.8% that the fair value would have to be at least 22% less than the computed amount to result in any goodwill impairment charges. The recorded amount of goodwill for the Careers-North America reporting unit was $598,114 as of December 31, 2013. The Company believes the inputs and assumptions used in determining the fair value of the Careers-North America reporting unit are reasonable.
During the third quarter of 2012, the Company performed a qualitative analysis for the Careers-China reporting unit and it was determined that the Careers-China reporting unit was more likely than not to have a fair value less than the units carrying amount. The conclusion was based on the recent financial performance of Careers-China compared to previously forecasted results, updated projections of future profitability as well as indicative offers from potential buyers of the Careers-China business (please see Note 6-Discontinued Operations). Accordingly, the Company performed a step one fair value evaluation of Careers-China utilizing both a discounted cash flow analysis and the indicative offers from potential buyers of the Careers-China business. The result of this fair value analysis was that the fair value of the reporting unit was less than the carrying value and a step two analysis was required to determine the amount of goodwill impairment, if any. The Company performed the step two evaluation and determined that the goodwill for the Careers-China reporting unit was impaired and recorded a goodwill impairment charge for Careers-China of $216,221. In the fourth quarter of 2012, the Company impaired the remaining goodwill balance of the Careers-China business and recorded an additional $46,429 impairment, leaving the Careers-China business with no goodwill.
As a corroborative source of information, the Company reconciles the estimated fair values of its reporting units to within a reasonable range of its market capitalization, which includes an assumed control premium (an adjustment reflecting an estimated fair value on a control basis) to verify the reasonableness of the fair value of its reporting units obtained through the aforementioned methods. The control premium is estimated based upon control premiums observed in comparable market transactions. As none of our reporting units are publicly-traded, individual reporting unit fair value determinations do not directly correlate to the Companys stock price. Although the Company believes it is reasonable to conclude that market capitalization could be an indicator of fair value over time, we believe that our current market capitalization undervalues the aggregate fair values of our individual reporting units.
The Company recognizes that during certain periods our market capitalization has been below our book value. Accordingly, we monitor changes in our share price to ensure that our reconciled market capitalization continues to exceed or is not significantly below the carrying value of our net assets. In the event that our reconciled market capitalization does decline below its book value, we consider the length and severity of the decline and the reason for the decline when assessing whether potential goodwill impairment exists. Further, if a reporting unit does not appear to be achieving the projected growth plan used in determining its fair value, we will reevaluate the reporting unit for potential goodwill impairment based on revised projections, as available.
A summary of changes in goodwill by reportable segment are as follows:
Careers- North America |
Careers- International |
Internet Advertising & Fees |
Total | |||||||||||||
Balance as of December 31, 2011 |
$ | 594,094 | $ | 386,477 | $ | 151,590 | $ | 1,132,161 | ||||||||
Impairment of Careers China |
| (262,650 | ) | | (262,650 | ) | ||||||||||
Translation and other, net |
| 17,760 | | 17,760 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2012 |
$ | 594,094 | $ | 141,587 | $ | 151,590 | $ | 887,271 | ||||||||
Translation and other, net |
4,020 | 4,227 | | 8,247 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2013 |
$ | 598,114 | $ | 145,814 | $ | 151,590 | $ | 895,518 | ||||||||
|
|
|
|
|
|
|
|
55
The Companys intangible assets, excluding the assets of the discontinued operations at December 31, 2013, consisted of the following:
December 31, 2013 | December 31, 2012 | |||||||||||||||||
Gross Carrying Amount |
Accumulated Amortization |
Gross Carrying Amount |
Accumulated Amortization |
Weighted Average Amortization Period (Years) | ||||||||||||||
Customer relationships |
$ | 49,808 | $ | (48,895 | ) | $ | 49,068 | $ | (42,532 | ) | 3 | |||||||
Trademarks/Internet domains |
15,240 | | 15,530 | | Indefinite lived | |||||||||||||
Trade Names |
10,600 | (3,926 | ) | 10,600 | (2,763 | ) | 4 | |||||||||||
Other |
30,516 | (29,285 | ) | 29,957 | (27,277 | ) | 7 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 106,164 | $ | (82,106 | ) | $ | 105,155 | $ | (72,572 | ) | ||||||||
|
|
|
|
|
|
|
|
The Company recorded amortization expense, excluding discontinued operations, of $9,234, $12,353 and $12,789 relating to its intangible assets for the years ended December 31, 2013, 2012 and 2011, respectively.
Based on the carrying value of identified intangible assets recorded as of December 31, 2013, and assuming no subsequent impairment of the underlying assets, the estimated annual amortization expense for the next five years is as follows:
2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||
Estimated amortization expense |
$ | 2,013 | $ | 1,387 | $ | 1,387 | $ | 1,378 | $ | 1,280 | ||||||||||
|
|
|
|
|
|
|
|
|
|
5. RESTRUCTURING AND OTHER SPECIAL CHARGES
2011 Restructuring
Beginning in the third quarter of 2011, the Company made the strategic decision to no longer engage in arbitrage lead generation activities within the Internet Advertising & Fees segment due to the diminishing profit opportunity and the promulgation of new regulations applicable to the Companys customers in the for-profit education business. The Company also made the decision to cease operations in one country within the Careers-International segment. As a result of these strategic decisions, the Company reduced its workforce, closed certain office facilities and impaired certain assets. During the three months ended March 31, 2012, the Company recorded a reduction to restructuring expense related to a change in estimated sublease income. The 2011 restructuring resulting in a deduction that produced a net benefit of $19,300 recorded in the first quarter of 2012. The Company will not incur any new charges in the future relating to this program.
The following table displays a roll forward of the 2011 Restructuring and other special charges and related liability balances, excluding discontinued operations:
Accrual at December 31, 2011 |
Expense | Cash Payments |
Non-Cash Utilization |
Accrual at December 31, 2012 |
||||||||||||||||
Workforce reduction |
$ | 1,298 | $ | | $ | (1,250 | ) | $ | | $ | 48 | |||||||||
Consolidation of office facilities |
1,750 | (503 | ) | (765 | ) | | 482 | |||||||||||||
Impairment of assets |
130 | | | (130 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 3,178 | $ | (503 | ) | $ | (2,015 | ) | $ | (130 | ) | $ | 530 | |||||||
|
|
|
|
|
|
|
|
|
|
Accrual at December 31, 2012 |
Expense | Cash Payments |
Non-Cash Utilization |
Accrual at December 31, 2013 |
||||||||||||||||
Workforce reduction |
$ | 48 | $ | | $ | (48 | ) | $ | | $ | | |||||||||
Consolidation of office facilities |
482 | | (211 | ) | | 271 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 530 | $ | | $ | (259 | ) | $ | | $ | 271 | |||||||||
|
|
|
|
|
|
|
|
|
|
January 2012 Restructuring
On January 24, 2012, the Company committed to a plan to take a series of strategic restructuring actions. The Companys decision to adopt the strategic restructuring actions resulted from the Companys desire to provide the Company with more flexibility to invest in marketing and sales activities in order to improve its long-term growth prospects and profitability. Through December 31, 2012, the Company notified approximately 325 associates and approximately 60 associates voluntarily left the Company, reducing the Companys workforce by approximately 385 associates. The restructuring actions also included the consolidation of certain office facilities and the impairment of certain fixed assets. The Company will not incur any new charges in the future relating to this program.
56
The following table displays a roll forward of the January 2012 Restructuring and other special charges and related liability balances, excluding discontinued operations:
Accrual at December 31, 2011 |
Expense | Cash Payments |
Non-Cash Utilization |
Accrual at December 31, 2012 |
||||||||||||||||
Workforce reduction |
$ | | $ | 14,587 | $ | (13,396 | ) | $ | | $ | 1,191 | |||||||||
Consolidation of office facilities |
| 6,002 | (2,064 | ) | | 3,938 | ||||||||||||||
Impairment of assets |
| 5,359 | | (5,359 | ) | | ||||||||||||||
Other costs and professional fees |
| 233 | (184 | ) | | 49 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | | $ | 26,181 | $ | (15,644 | ) | $ | (5,359 | ) | $ | 5,178 | ||||||||
|
|
|
|
|
|
|
|
|
|
Accrual at December 31, 2012 |
Expense | Cash Payments |
Non-Cash Utilization |
Accrual at December 31, 2013 |
||||||||||||||||
Workforce reduction |
$ | 1,191 | $ | | $ | (533 | ) | $ | | $ | 658 | |||||||||
Consolidation of office facilities |
3,938 | | (2,076 | ) | | 1,862 | ||||||||||||||
Other costs and professional fees |
49 | | (49 | ) | | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 5,178 | $ | | $ | (2,658 | ) | $ | | $ | 2,520 | |||||||||
|
|
|
|
|
|
|
|
|
|
November 2012 Restructuring
On November 8, 2012, the Company announced actions designed to concentrate resources on core businesses within North America and key European and Asian markets with increased spending in marketing and sales. The actions subsequently included (i) the sale of the Careers-China business which was completed on February 5, 2013, (ii) the exiting of the business operations in Latin America and Turkey and (iii) a strategic restructuring inclusive of a reduction in force, office consolidations and impairment of certain assets. Please see Note 6-Discontinued Operations, for more information relating to the sale of the Careers-China business and the exiting of our businesses in Latin America and Turkey.
Through December 31, 2013, the Company notified approximately 400 associates in North America and Europe (excluding discontinued operations). The Company does not expect to incur significant additional charges in future periods relating to this program. The following table displays a roll forward of the November 2012 Restructuring and other special charges and related liability balances, excluding discontinued operations:
Accrual at December 31, 2011 |
Expense | Cash Payments |
Non-Cash Utilization |
Accrual at December 31, 2012 |
||||||||||||||||
Workforce reduction |
$ | | $ | 12,435 | $ | (533 | ) | $ | | $ | 11,902 | |||||||||
Impairment of assets |
| 2,162 | | (2,162 | ) | | ||||||||||||||
Other costs and professional fees |
| 83 | | | 83 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | | $ | 14,680 | $ | (533 | ) | $ | (2,162 | ) | $ | 11,985 | ||||||||
|
|
|
|
|
|
|
|
|
|
Accrual at December 31, 2012 |
Expense | Cash Payments |
Non-Cash Utilization |
Accrual at December 31, 2013 |
||||||||||||||||
Workforce reduction |
$ | 11,902 | $ | 9,645 | $ | (18,669 | ) | $ | (1,821 | ) | $ | 1,057 | ||||||||
Consolidation of office facilities |
| 6,028 | (1,965 | ) | | 4,063 | ||||||||||||||
Impairment of assets |
| 3,494 | | (3,494 | ) | | ||||||||||||||
Other costs and professional fees |
83 | 828 | (783 | ) | | 128 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 11,985 | $ | 19,995 | $ | (21,417 | ) | $ | (5,315 | ) | $ | 5,248 | ||||||||
|
|
|
|
|
|
|
|
|
|
6. DISCONTINUED OPERATIONS
During the third quarter of 2012, as part of the Companys review of strategic alternatives, the Company made the decision to sell its Careers-China business. The sale of the Careers-China business to Saongroup, Ltd. (Saongroup) was completed on February 5, 2013. The Company received a 10% minority interest in the combined Chinese business of Saongroup. The Companys 10% minority interest does not provide the Company with representation on the board of directors, the Company is not entitled to any dividend or other forms of cash returns and the Company is not required to make any capital contributions in the future. The Company will carry the 10% interest as a cost basis investment with an estimated fair value of zero which is based on available information.
57
Prior to the close of the sale of Careers-China, the Company incurred charges relating to severance benefits associated with terminated employees, retention benefits for employees who will remain with the combined operations and certain lease obligation costs. At February 5, 2013, there was $23,109 of accumulated unrealized currency translation gain related to the net assets of Careers-China. With the sale of Careers-China on February 5, 2013, the Company recorded the foreign currency translation adjustment as a reduction of the loss on disposition of discontinued operations. On October 25, 2013, the Company received $1,846 of funds previously held in escrow relating to the sale of Careers-China, which has been recorded as a gain in the consolidated statements of operations in the year ended December 31, 2013. Additionally, the Company recorded a tax benefit of $4,916 for the year ended December 31, 2013. Accordingly, the Company recorded a loss from discontinued operations related to Careers-China, net of tax, of $1,724 in the year ended December 31, 2013. The Company does not expect to incur significant additional charges in future periods relating to Careers-China.
As disclosed in Note 4- Goodwill and Intangibles, the Company recorded a goodwill impairment charge for 100% of the goodwill attributable to Careers-China in the amount of $262,650 in 2012. During the three months ended September 30, 2011, the Company received $17,400 in cash, net of professional fees reimbursed to the Company, relating to the release of the ChinaHR escrowed funds, which is recorded in the consolidated statements of operations for the year ended December 31, 2011 as a component of loss from discontinued operations, net of tax. Further, as disclosed in Note 15- Income Taxes, the Company recorded a full valuation allowance of $9,710 associated with Careers-China deferred tax assets. Finally, the Company recorded an impairment of $5,205 relating to amortizable intangibles.
During the fourth quarter of 2012, the Company made the strategic decision to discontinue operations in Latin America and Turkey. All of the Latin America and Turkey business operations were discontinued on or before December 31, 2012. The Company incurred approximately $8,000 of costs associated with the shutdown of these businesses in the fourth quarter of 2012. For the year ended December 31, 2013, the Company recorded additional costs of $3,565 primarily relating to severance costs associated with terminated employees of our operations in Latin America and Turkey. Additionally, the Company recorded a tax benefit of $1,491 for the year ended December 31, 2013. Accordingly, the Company recorded a loss from discontinued operations related to Latin America and Turkey, net of tax, of $2,074 in the year ended December 31, 2013. The Company does not expect to incur significant additional charges in future periods relating to Latin America or Turkey.
In the aggregate, the Companys head count was reduced by approximately 1,000 employees as the result of the sale of Careers-China and the exiting of Latin America and Turkey.
Operating results for Careers-China, Latin America and Turkey, which had previously been included in the Companys Consolidated Statement of Operations, have now been reclassified as discontinued operations for all periods presented. Summarized results of our discontinued operations are as follows:
The year ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net revenue |
$ | 2,399 | $ | 45,590 | $ | 46,459 | ||||||
|
|
|
|
|
|
|||||||
Loss from discontinued operations, net of tax |
$ | (3,798 | ) | $ | (316,886 | ) | $ | (12,253 | ) | |||
|
|
|
|
|
|
The major classes of assets and liabilities of the discontinued operations are presented in the following table. All assets and liabilities have been classified as current in the Consolidated Balance Sheets as the disposition of asset and liabilities of the discontinued operations are expected to be completed within the next 12 months and the sale of the business held for sale was completed on February 5, 2013.
December 31, 2013 |
December 31, 2012 |
|||||||
Accounts receivable net of doubtful accounts of $796 at December 31, 2012 |
$ | | $ | 7,884 | ||||
Prepaid and other |
| 3,932 | ||||||
Property and equipment, net |
| 9,886 | ||||||
|
|
|
|
|||||
Total assets of discontinued operations |
$ | | $ | 21,702 | ||||
|
|
|
|
|||||
Accounts payable, accrued expenses and other current liabilities |
$ | 1,049 | $ | 19,924 | ||||
Deferred revenue |
| 13,332 | ||||||
|
|
|
|
|||||
Total liabilities of discontinued operations |
$ | 1,049 | $ | 33,256 | ||||
|
|
|
|
58
7. PROPERTY AND EQUIPMENT, NET
The Companys property, equipment and accumulated depreciation balances are as follows:
December 31, 2013 | December 31, 2012 | |||||||
Capitalized software costs |
$ | 200,567 | $ | 186,538 | ||||
Furniture and equipment |
22,785 | 24,359 | ||||||
Leasehold improvements |
41,573 | 45,184 | ||||||
Computer and communications equipment |
183,765 | 191,377 | ||||||
|
|
|
|
|||||
448,690 | 447,458 | |||||||
Less: accumulated depreciation |
324,521 | 299,845 | ||||||
|
|
|
|
|||||
Property and equipment, net |
$ | 124,169 | $ | 147,613 | ||||
|
|
|
|
Internally developed software costs capitalized were $24,901, $32,604, and $27,020 for the years ended December 31, 2013, 2012 and 2011, respectively, and is included in Property and Equipment, Net in the Consolidated Balance Sheets.
Depreciation expense, excluding discontinued operations, was $49,922, $51,926 and $55,877 or the years ended December 31, 2013, 2012 and 2011, respectively.
8. FAIR VALUE MEASUREMENT
The Company values its assets and liabilities using the methods of fair value as described in ASC 820, Fair Value Measurements and Disclosures. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels of fair value hierarchy are described below:
Level 1 Quoted prices in active markets for identical assets or liabilities.
Level 2 Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 Inputs that are generally unobservable and typically reflect managements estimates of assumptions that market participants would use in pricing the asset or liability.
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and considers counterparty credit risk in its assessment of fair value. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Companys assumptions based on the best information available. There have been no transfers of assets or liabilities between the fair value measurement classifications in the year ended December 31, 2013.
59
The Company has certain assets and liabilities that are required to be recorded at fair value on a recurring basis in accordance with accounting principles generally accepted in the United States. The following table summarizes those assets and liabilities measured at fair value on a recurring basis as of December 31, 2013:
December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Bank time deposits |
$ | | $ | 46,881 | $ | | $ | 46,881 | ||||||||
U.S. and foreign government obligations |
| 1,595 | | 1,595 | ||||||||||||
Bankers acceptances |
| 8,475 | | 8,475 | ||||||||||||
Foreign exchange contracts |
| 255 | | 255 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
$ | | $ | 57,206 | $ | | $ | 57,206 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Foreign exchange contracts |
$ | | $ | 9 | $ | | $ | 9 | ||||||||
Lease exit liabilities |
| | 12,550 | 12,550 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities |
$ | | $ | 9 | $ | 12,550 | $ | 12,559 | ||||||||
|
|
|
|
|
|
|
|
The following table summarizes those assets and liabilities measured at fair value on a recurring basis as of December 31, 2012:
December 31, 2012 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Bank time deposits |
$ | | $ | 79,078 | $ | | $ | 79,078 | ||||||||
U.S. and foreign government obligations |
| 22,143 | | 22,143 | ||||||||||||
Bankers acceptances |
| 7,337 | | 7,337 | ||||||||||||
Foreign exchange contracts |
| 36 | | 36 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
$ | | $ | 108,594 | $ | | $ | 108,594 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Foreign exchange contracts |
$ | | $ | 70 | $ | | $ | 70 | ||||||||
Lease exit liabilities |
| | 14,233 | 14,233 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities |
$ | | $ | 70 | $ | 14,233 | $ | 14,303 | ||||||||
|
|
|
|
|
|
|
|
We recognize a liability for costs to terminate an operating lease obligation before the end of its term when we no longer derive economic benefit from the lease. The lease exit liabilities within the Level 3 tier relate to vacated facilities associated with previously discontinued operations and restructuring activities of the Company and are recorded in accrued expenses and other current liabilities in the Consolidated Balance Sheets. The liability is recognized and measured based on a discounted cash flow model when the cease use date has occurred. The fair value of the liability is determined based on the remaining lease rentals due, reduced by estimated sublease rental income that could be reasonably obtained for the property.
The changes in the fair value of the Level 3 liabilities are as follows:
Lease Exit Liability Year ended December 31, |
||||||||
2013 | 2012 | |||||||
Balance, Beginning of Period |
$ | 14,233 | $ | 14,938 | ||||
Expense |
6,225 | 5,511 | ||||||
Cash Payments and changes in fair value |
(7,908 | ) | (6,216 | ) | ||||
|
|
|
|
|||||
Balance, End of Period |
$ | 12,550 | $ | 14,233 | ||||
|
|
|
|
60
The carrying value for cash and cash equivalents, accounts receivable, accounts payable, certain accrued expenses and other current liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. The Companys debt relates to borrowings under its revolving credit facilities and term loan (Please see Note 12Financing Agreements), which approximates fair value due to the debt bearing fluctuating market interest rates.
9. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME
The amounts recognized in accumulated other comprehensive income for the year ended December 31, 2013, were as follows:
Foreign Currency Translation Adjustments |
||||
Beginning balance |
$ | 87,162 | ||
Other comprehensive loss before reclassifications |
(685 | ) | ||
Amounts reclassified from accumulated other comprehensive income |
(23,109 | ) | ||
|
|
|||
Net current period change in accumulated other comprehensive income |
(23,794 | ) | ||
|
|
|||
Ending balance |
$ | 63,368 | ||
|
|
Amounts reclassified from accumulated other comprehensive income to income were as follows:
Details about AOCI Components |
Affected Line Item in the Statement Where |
The year ended December 31, 2013 |
||||
Foreign currency translation |
| |||||
Sale of foreign entity |
Loss from discontinued operations, net of tax | $ | (23,109 | ) | ||
|
|
|||||
Total reclassifications |
$ | (23,109 | ) | |||
|
|
10. INVESTMENTS
Equity Investments
The Company accounts for investments through which a non-controlling interest is held, and has the ability to exert significant influence, using the equity method of accounting, recording its owned percentage of the investments net results of operations in loss in equity interests, net, in the Companys consolidated statement of operations. Such losses reduce the carrying value of the Companys investment and gains increase the carrying value of the Companys investment. Dividends paid by the equity investee reduce the carrying amount of the Companys investment.
The Company has a 25% equity investment in a company located in Finland related to a business combination completed in 2001. The Company received a dividend of $658 in the first quarter of 2013, $728 in the second quarter of 2012, and a dividend of $443 in the first quarter of 2011 for this investment. The carrying value of the investment was $218 and $533 as of December 31, 2013 and 2012, respectively, and was recorded on the consolidated balance sheet as a component of other assets. In January 2014, the Company expanded its current relationship with its joint venture partner in Finland, Alma Media. Alma Media is a leading media company focused on digital services and publishing in Finland, the Nordic countries, the Baltics and Central Europe. Monster and Alma Media each contributed several additional entities and businesses into the existing joint venture and formed a significantly larger joint venture where Monster has an equity ownership of 15% with the opportunity to increase ownership up to 20%.
In 2008, the Company acquired a 50% equity interest in a company located in Australia. In the years ended December 31, 2013, 2012 and 2011, the Company expended an additional $1,897, $2,077, and $2,559, respectively, for additional working capital requirements relating to the Australian investment. The carrying value of the investment was $0 and $29 as of December 31, 2013 and 2012, respectively, and was recorded on the consolidated balance sheet as a component of other assets.
61
Income and loss in equity interests, net are as follows by equity investment:
The year ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Finland |
$ | 343 | $ | 573 | $ | 696 | ||||||
Australia |
(1,251 | ) | (1,654 | ) | (1,938 | ) | ||||||
|
|
|
|
|
|
|||||||
Loss in equity interests, net |
$ | (908 | ) | $ | (1,081 | ) | $ | (1,242 | ) | |||
|
|
|
|
|
|
11. FINANCIAL DERIVATIVE INSTRUMENTS
The Company uses forward foreign exchange contracts as economic cash flow hedges to offset risks related to foreign currency transactions. These transactions primarily relate to non-functional currency denominated inter-company funding loans and non-functional currency inter-company accounts receivable.
The fair value position (recorded in interest and other, net, in the consolidated statements of operations and comprehensive (loss) income) of our derivatives at December 31, 2013, and December 31, 2012 are as follows:
December 31, 2013 |
||||||||||||||
Component of |
Notional Amount |
Maturity Dates |
Fair Value | |||||||||||
Designated as Hedges under ASC 815 |
||||||||||||||
None |
$ | | $ | | ||||||||||
Not Designated as Hedges under ASC 815 |
||||||||||||||
Foreign currency exchange forwards |
Prepaid and other | 43,265 | January 2014 | 255 | ||||||||||
Foreign currency exchange forwards |
Accrued expenses and other current liabilities | 4,757 | January 2014 | (9 | ) | |||||||||
|
|
|
|
|||||||||||
Total Derivative Instruments |
$ | 48,022 | $ | 246 | ||||||||||
|
|
|
|
December 31, 2012 |
||||||||||||||
Component of |
Notional Amount |
Maturity Dates |
Fair Value | |||||||||||
Designated as Hedges under ASC 815 |
||||||||||||||
None |
$ | | $ | | ||||||||||
Not Designated as Hedges under ASC 815 |
||||||||||||||
Foreign currency exchange forwards |
Prepaid and other | 15,604 | January 2013 | 36 | ||||||||||
Foreign currency exchange forwards |
Accrued expenses and other current liabilities | 40,483 | January 2013 | (70 | ) | |||||||||
|
|
|
|
|||||||||||
Total Derivative Instruments |
$ | 56,087 | $ | (34 | ) | |||||||||
|
|
|
|
The amounts of unrealized and realized net gains and changes in the fair value of our derivative positions are as follows:
Location of Realized Net Gains and Changes in the Fair Value of Forward Contracts |
Amount of Realized Net Gains and Changes in the Fair Value of Forward Contracts |
|||||||||||||
The year ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Foreign currency exchange forwards |
Interest and Other, net | $ | 644 | $ | 2,060 | $ | 141 | |||||||
Discontinued Operations | 160 | | | |||||||||||
|
|
|
|
|
|
|||||||||
$ | 804 | $ | 2,060 | $ | 141 | |||||||||
|
|
|
|
|
|
62
12. FINANCING AGREEMENTS
In December 2007, the Company entered into a senior unsecured revolving credit facility that provided for maximum borrowings of $250,000, including up to a $50,000 sublimit for letters of credit. On August 31, 2009, the Company amended certain terms and increased its borrowing capability under its existing credit agreement (the First Amended Credit Agreement). The First Amended Credit Agreement maintained the Companys existing $250,000 revolving credit facility and provided for a new $50,000 term loan facility, for a total of $300,000 in credit available to the Company. On March 22, 2012, the First Amended Credit Agreement was further amended and restated in its entirety (the Second Amended Credit Agreement). The Second Amended Credit Agreement provides the Company with a $225,000 revolving credit facility and a $100,000 term loan facility, providing for a total of $325,000 in credit available to the Company. The borrowings under the Second Amended Credit Agreement were used to satisfy the obligations under the First Amended Credit Agreement of $172,500 for the revolving credit facility and $40,000 for the term loan. The revolving credit facility and the term loan facility each mature on March 22, 2015. The Second Amended Credit Agreement does not qualify as a debt extinguishment in accordance with ASC 470 Debt, and all financing fees incurred will be deferred and amortized through March 2015. The Company is required to make quarterly amortization payments on the outstanding principal amount of the term loan with $1,875 payable on March 31, 2014, $2,500 payable on each of June 30, 2014, September 30, 2014 and December 31, 2014 and the remaining balance of the term loan due at maturity.
Borrowings under the Second Amended Credit Agreement will bear interest at a rate equal to either (i) the British Bankers Association LIBOR (BBA LIBOR) Rate plus a margin ranging from 250 basis points to 325 basis points depending on the Companys consolidated leverage ratio or (ii) the sum of (A) the highest of (1) the agents prime rate, (2) the sum of 0.50% plus the overnight federal funds rate on such day or (3) the BBA LIBOR plus 1.0%, and (B) a margin ranging from 150 basis points to 225 basis points depending on the Companys consolidated leverage ratio. In addition, the Company will be required to pay the following fees: (i) a fee on all outstanding amounts of letters of credit at a rate per annum ranging from 250 basis points to 325 basis points (depending on the consolidated leverage ratio); and (ii) a commitment fee on the unused portion of the revolving credit facility at a rate per annum ranging from 35 basis points to 50 basis (depending on the consolidated leverage ratio). The Company may repay outstanding borrowings at any time during the term of the credit facility without any prepayment penalty.
The Second Amended Credit Agreement contains financial covenants requiring the Company to maintain: (i) a consolidated leverage ratio of no more than 3.00 to 1.00; and (ii) an interest charge coverage ratio of at least 3.00 to 1.00. The Second Amended Credit Agreement also contains various other negative covenants, including restrictions on incurring indebtedness, creating liens, mergers, dispositions of property, dividends and stock repurchases, acquisitions and other investments and entering into new lines of business. The Second Amended Credit Agreement also contains various affirmative covenants, including covenants relating to the delivery of financial statements and other financial information, maintenance of property, maintenance of insurance, maintenance of books and records and compliance with environmental laws. As of December 31, 2013, the Company was in full compliance with its covenants.
At December 31, 2013, the utilized portion of this credit facility was $89,375 in borrowings on the term loan facility, $45,900 of borrowings on the revolving credit facility, and $311 in outstanding letters of credit. The portion of the term loan that is due within one year is $9,375 and is classified as short-term in the consolidated balance sheet. The remaining amount outstanding on the term loan and the utilized portion of the revolving credit facility is classified as long-term in the consolidated balance sheet. As of December 31, 2013, based on the calculation of the maximum consolidated leverage ratio, $178,789 of the Companys revolving credit facility was available. At December 31, 2013, the one month BBA LIBOR rate, the agents prime rate, and the overnight federal funds rate were 0.17%, 3.25% and 0.07%, respectively. As of December 31, 2012, the Company used the one month BBA LIBOR rate for the interest rate on these borrowings with an interest rate of 3.17%.
In 2011 and 2012, the Companys former subsidiaries in China entered into two short term unsecured revolving credit facilities whereby the Company provided a repayment guarantee in support of the first credit facility and the Company provided for a standby letter of credit in support of the second credit facility. These credit facilities provided for maximum borrowings of the Renminbi equivalent of $7,574 and $5,049, respectively. On February 5, 2013, the Company sold our interest in our subsidiaries in China including the entity that is the primary obligor on the credit facilities. As part of the sale transaction, the Company agreed to liquidate these outstanding loans to the lender and on June 13, 2013, these loans were liquidated in full.
63
13. SUPPLEMENTAL CASH FLOW AND BALANCE SHEET INFORMATION
Supplemental cash flow information to the consolidated statements of cash flows was as follows, including discontinued operations:
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Interest paid |
$ | 7,422 | $ | 11,100 | $ | 8,671 | ||||||
Income tax paid, net |
3,544 | 16,654 | 21,283 | |||||||||
Non-cash investing and financing activities: |
||||||||||||
Excess income tax benefit from equity compensation plans |
5,907 | | |
The following are a component of accrued expenses and other current liabilities:
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Accrued Salaries, benefits, commissions, bonuses and payroll taxes |
$ | 40,859 | $ | 41,460 | $ | 61,952 |
14. STOCKHOLDERS EQUITY
Share Repurchase Plan
On October 25, 2011, the Board of Directors of the Company authorized a share repurchase program of up to $250,000 which expired on April 25, 2013. During the year ended December 31, 2012 and 2011, the Company repurchased 8,481,453 shares at an average price of $7.72 per share and 5,504,896 shares at an average price of $7.60 per share, respectively. No share repurchases were made during the year ended December 31, 2013 related to this program.
On April 30, 2013, the Board of Directors of the Company authorized a new share repurchase program of up to $200,000. Under the new share repurchase program, shares of Common Stock may be purchased on the open market or through privately negotiated transactions from time-to-time through April 30, 2015. The timing and amount of purchases will be based on market conditions, corporate and legal requirements and other factors. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period, and may be modified, suspended, extended or discontinued at any time without prior notice. From the date of the inception of this repurchase program through December 31, 2013, the Company repurchased 20,591,440 shares for a total of $106,755, excluding commissions, at an average price of $5.18 per share.
Equity Plans
In June 1999, the Companys stockholders approved the adoption of the 1999 Long Term Incentive Plan (the 1999 Plan) pursuant to which stock options, stock appreciation rights, restricted stock and other equity based awards were permitted to be granted. Stock options granted under the 1999 Plan were permitted to be incentive stock options or nonqualified stock options within the meaning of the Code. Following the adoption of the 2008 Plan defined below, no awards are available for future grants under the 1999 Plan.
In June 2008, the Companys stockholders approved the adoption of the 2008 Equity Incentive Plan (the 2008 Plan) pursuant to which stock options, stock appreciation rights, restricted stock and other equity based awards may be granted. Stock options granted under the 2008 Plan may be incentive stock options or nonqualified stock options within the meaning of the Code.
The total number of shares of the Companys Common Stock that may be granted under the 2008 Plan, as amended, is the sum of (i) 12,685,000 shares, and (ii) the number of shares subject to outstanding awards under the 1999 Plan that on or after April 16, 2008 either (a) cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares of Common Stock) or (b) are surrendered by participants under the 1999 Plan or are retained by the Company to pay all or a portion of the exercise price and/or withholding taxes relating to such awards. At December 31, 2013, 1,653,697 shares were available for future grants under the 2008 Plan.
Please see Note 2-Stock Based Compensation for activity related to the Companys equity plans.
64
15. INCOME TAXES
The components of income before income taxes and loss in equity interests are as follows:
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Domestic |
$ | 31,291 | $ | 11,833 | $ | 12,116 | ||||||
Foreign |
(3,870 | ) | 14,436 | 78,680 | ||||||||
|
|
|
|
|
|
|||||||
Income before income taxes and loss in equity interests |
$ | 27,421 | $ | 26,269 | $ | 90,796 | ||||||
|
|
|
|
|
|
Income taxes relating to the Companys operations are as follows:
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current income taxes: |
||||||||||||
U.S. Federal |
$ | 2,814 | $ | (40,306 | ) | $ | 10,481 | |||||
State and local |
(1,357 | ) | (1,668 | ) | (1,731 | ) | ||||||
Foreign |
(7,027 | ) | 18,810 | 15,280 | ||||||||
|
|
|
|
|
|
|||||||
Total current income taxes |
(5,570 | ) | (23,164 | ) | 24,030 | |||||||
Deferred income taxes: |
||||||||||||
U.S. Federal |
24,513 | (2,495 | ) | 537 | ||||||||
State and local |
5,766 | (2,975 | ) | 1,651 | ||||||||
Foreign |
(1,705 | ) | (4,344 | ) | (2,714 | ) | ||||||
|
|
|
|
|
|
|||||||
Total deferred income taxes |
28,574 | (9,814 | ) | (526 | ) | |||||||
|
|
|
|
|
|
|||||||
Provision for (benefit from) income taxes |
$ | 23,004 | $ | (32,978 | ) | $ | 23,504 | |||||
|
|
|
|
|
|
The tax effects of temporary differences that give rise to the Companys deferred tax assets and liabilities are as follows:
December 31, | ||||||||
2013 | 2012 | |||||||
Deferred tax assets: |
||||||||
Allowance for doubtful accounts |
$ | 1,310 | $ | 1,247 | ||||
Accrued expenses and other liabilities |
6,038 | 11,093 | ||||||
Tax loss carry-forwards |
67,892 | 92,533 | ||||||
Tax credits |
48,843 | 44,992 | ||||||
Non-cash stock based compensation expense |
4,379 | 7,104 | ||||||
Valuation allowance |
(48,906 | ) | (48,157 | ) | ||||
|
|
|
|
|||||
Deferred tax assets |
79,556 | 108,812 | ||||||
|
|
|
|
|||||
Deferred tax liabilities: |
||||||||
Foreign investment |
(9,606 | ) | | |||||
Property and equipment |
(24,956 | ) | (32,303 | ) | ||||
Intangibles |
(60,941 | ) | (57,892 | ) | ||||
|
|
|
|
|||||
Deferred tax liabilities |
(95,503 | ) | (90,195 | ) | ||||
|
|
|
|
|||||
Net deferred tax (liabilities) assets |
$ | (15,947 | ) | $ | 18,617 | |||
|
|
|
|
As of December 31, 2013 and 2012, net current deferred tax assets were $627 and $1,123, respectively, net current deferred tax liabilities were $49 and $47, respectively, net non-current deferred tax assets were $20,405 and $21,248, respectively, and net non-current deferred tax liabilities were $36,930 and $3,707, respectively.
At December, 31, 2013, the Company has United States Federal net operating tax losses of approximately $11,600 which it expects to carry forward as no carry-back refunds are available. The loss expires in 2031. The Company has foreign tax credit carryovers of $48,107 that expire in stages beginning in 2016 through 2023. The Company has net operating loss carry-forwards in various foreign countries around the world of approximately $238,717, approximately $169,037 of which have no expiration date and $69,680 of which expire in stages in years 2013 through 2027. The Company realized a cash benefit relating to the use of its tax loss carryforwards of $25,122 and $15,546 in 2013 and 2012, respectively.
65
Utilization of our net operating losses and tax credit carry-forwards may be subject to substantial annual limitations due to the ownership change limitations provided by the United States Internal Revenue Code. Such annual limitations could result in the expiration of the net operating loss and tax credit carry-forwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three year period.
Realization of the Companys net deferred tax assets is dependent upon the Company generating sufficient taxable income in future years in the appropriate tax jurisdictions to obtain a benefit from the reversal of deductible temporary differences and from attribute carry-forwards which include losses and tax credits. In assessing the need for a valuation allowance, the Company has considered all positive and negative evidence including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. Since this evaluation requires considerable judgment and consideration of events that may occur in future years, our conclusion could be materially different if certain of our expectations do not occur. To the extent actual results are different, it may require a material charge to income in the period in which such events occur.
The Company has concluded that it is more likely than not that certain deferred tax assets cannot be used in the foreseeable future, principally net operating losses in certain foreign jurisdictions. In addition the Company has recorded a valuation allowance on U.S. tax credits for foreign taxes paid. Determining the amount of valuation allowance required necessitates significant judgment. We review utilization of tax assets on a jurisdiction by jurisdiction basis and consider such factors as recent operating history and future business forecasts. In making this assessment we give greater weight to evidence that is objectively verifiable comprising primarily of past operating history and reversing taxable differences. Operations in certain countries have a long history of continual tax losses, so a valuation allowance has been recorded on all of their attributes.
The income tax provision from continuing operations was increased by approximately $5,221 and $5,991 in 2013 and 2012 respectively due to valuation allowances, approximately $1,691 and $3,000 of which related to deferred tax assets that existed at the beginning of year. The valuation allowance decreased by approximately $4,472 in 2013 primarily due to the effect of enacted reductions in the tax rates on deferred tax assets with a full valuation allowance, or expiration of tax losses with a full valuation allowance, and was increased by $3,379 in 2012 due to reversals of unrecognized tax benefits with full valuation allowances. These additional items did not result in a net charge or benefit to the tax provision.
Income taxes related to the Companys income from operations before loss in equity interests differ from the amount computed using the Federal statutory income tax rate as follows:
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Income taxes at Federal statutory rate |
$ | 9,598 | $ | 9,195 | $ | 31,778 | ||||||
State income taxes, net of Federal income tax effect |
1,152 | 217 | (43 | ) | ||||||||
Foreign tax rate differences |
3,510 | 1,655 | (4,534 | ) | ||||||||
Change in valuation allowance |
749 | 9,370 | 1,419 | |||||||||
Reversals of accrued income tax |
(12,391 | ) | (28,814 | ) | (5,371 | ) | ||||||
Interest expense on tax liabilities, net of reversals |
(189 | ) | (3,517 | ) | 1,735 | |||||||
Earnings not indefinitely reinvested |
676 | 1,303 | 1,616 | |||||||||
Non-deductible compensation and other expenses |
1,506 | 1,095 | 3,549 | |||||||||
Effect of foreign branch incorporation |
| | (4,478 | ) | ||||||||
Tax effect of restructuring items |
| (21,754 | ) | |||||||||
Effect of intercompany loans |
250 | (1,728 | ) | (2,167 | ) | |||||||
Sale of noncontrolling interest |
18,143 | | | |||||||||
|
|
|
|
|
|
|||||||
Provision for (benefit from) income taxes |
$ | 23,004 | $ | (32,978 | ) | $ | 23,504 | |||||
|
|
|
|
|
|
For the years ended December 31, 2013, 2012 and 2011 the Company has recorded a tax benefit (provision) in discontinued operations of $6,407, ($1,624) and $5,130, respectively. These amounts include a provision of $0, $9,710 and $591, respectively, for valuation allowances on recorded deferred tax assets relating to Careers-China. In the years ended December 31, 2013, 2012 and 2011, the discontinued operation tax provision include tax benefits of $540, $8,086 and $1,461, respectively, on certain tax losses in discontinued operations that pass through to continuing operations due to the form of ownership.
66
A provision has not been made for United States or additional foreign taxes on substantially all undistributed earnings of foreign subsidiaries as the Company plans to utilize these undistributed earnings to finance expansion or operating requirements of subsidiaries outside of the United States or due to local country restrictions. Such earnings will continue to be indefinitely reinvested but could become subject to additional tax if they were remitted as dividends or were loaned to the Company or United States affiliates, or if the Company should sell its stock in the foreign subsidiaries. Due to various complexities in computing the residual US tax liability particularly when the timing or form of future repatriations has not been determined, it is not practicable to determine the amount of additional tax, if any, that might be payable on undistributed foreign earnings. The Company estimates its undistributed foreign earnings for which deferred taxes have not been provided are approximately $24,107.
The Company evaluates its reinvestment assertions with respect to foreign earnings at each reporting period. During the fourth quarter of 2011, the Company changed its reinvestment assertion with respect to unremitted earnings in South Korea. In 2013, 2012 and 2011, the Company repatriated approximately $13,385, $38,000, and $0 respectively, of cash from its subsidiary in South Korea. In November 2013, the Company entered in to an agreement to sell a 49.99% interest in JobKorea Ltd., its wholly owned subsidiary in South Korea, to H&Q Korea for an aggregate purchase price of $90,000. The transaction, which is accounted for as a sale of a noncontrolling interest resulted in a sale for tax purposes. A tax provision of $30,853 was recorded on the transaction of which $12,709 was charged to stockholders equity and $18,143 was charged to the continuing operations tax provision. The Company utilized substantially all of its existing U.S. tax operating loss carryovers to offset the tax liability that would otherwise be due on the transaction. As a result of the sale the remaining 50.01% investment retained by the Company is owned through an entity characterized as a partnership for U.S. tax purposes. Accordingly, the Companys share of future earnings will be generally taxable in the United States, as if distributed.
As of December 31, 2013 and 2012, the Company has recorded a liability for $53,078 and $63,465, respectively, which includes unrecognized tax benefits of $30,005 and $40,075, respectively, and estimated accrued interest and penalties of $23,074 and $23,390, respectively. Interest and penalties related to underpayment of income taxes are classified as a component of income tax expense in the consolidated statement of operations. Interest accrued on unrecognized tax benefits included in the 2013, 2012 and 2011 income tax provision in the statement of operations was $2,932, $3,794, and $4,838, respectively. In 2013, 2012 and 2011 interest expense was recorded net of reversals of prior years interest and penalties of $3,248, $9,609, and $1,967 respectively. The net of tax effect of interest, penalties and reversals thereof was a credit of $189 and $3,517 in the years ended December 31, 2013 and 2012, respectively and a charge of $1,735 in the year ended December 31, 2011.
A reconciliation of the total amount of unrecognized tax benefits is as follows:
2013 | 2012 | 2011 | ||||||||||
Balance, beginning of period |
$ | 40,075 | $ | 76,818 | $ | 81,815 | ||||||
Gross increases: tax positions taken in prior periods |
515 | 8,380 | | |||||||||
Gross decreases: tax positions taken in prior periods |
(13,042 | ) | (8,943 | ) | (5,056 | ) | ||||||
Gross increases: tax positions taken in current year |
2,457 | 3,114 | 2,829 | |||||||||
Gross decreases: tax positions taken in current year |
| | | |||||||||
Gross decreases: settlement of tax examinations |
| (39,294 | ) | (2,770 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance, end of period |
$ | 30,005 | $ | 40,075 | $ | 76,818 | ||||||
|
|
|
|
|
|
If the unrecognized tax benefits at December 31, 2013, 2012 and 2011 were recognized in full, $30,005, $40,075, and $76,818, respectively, would impact the effective tax rate.
During 2013, the Company recognized previously unrecognized tax positions of $12,979 which on a net of tax basis favorably impacted the effective rate by $12,391 as a result of settlements of tax examinations and lapses of statutes of limitations. The Company also reversed accrued interest on unrecognized tax positions of $3,248, which favorably impacted the effective rate by $1,963. The tax matters reversed relate primarily to characterization of certain intercompany loans for tax purposes and allocation of income among jurisdictions.
67
During 2012, the Company completed a tax examination with the United States Internal Revenue Service which covered the tax years 2006 through 2009. As a result of settlement of this tax examination the Company recognized previously unrecognized tax benefits of $38,024 and reversed an asset for recoverable foreign taxes of $7,956 both of which, on a net of tax basis, impacted the effective rate by $29,059. The Company also recognized previously unrecognized tax benefits of $5,680 which were offset in full by a valuation allowance and had no net effect on the tax provision. The Company also reversed accrued interest related to unrecognized tax benefits of $8,034 which, on a net of tax basis, impacted the effective rate by $4,860. The tax matters recognized related to the allocation of income among tax jurisdiction and the benefits related to certain tax net operating losses. In addition, the Company settled certain state and local tax examinations and revised certain estimates to prior accrued state liabilities. As a result, the Company recognized $1,806 of previously unrecognized tax benefits and reversed accrued interest related to these unrecognized benefits of $1,575 which together on a net of tax basis impacted the effective tax rate by $2,128. Additionally, the Company increased its tax provision for unrecognized tax benefits of $7,100 relating to an ongoing international tax examination. The total effect on the tax provision for the year ended December 31, 2012, due to adjustments of prior accruals and settlement of tax examinations, was a tax benefit of $28,814, a benefit for reversal of interest of $5,814, and a provision for recording a valuation allowance of $5,680.
During 2011, the Company recognized previously unrecognized federal tax benefits due to an adjustment of $3,570 to the accrual for certain prior year tax positions and effective settlement of state and local tax examinations in the United States. As a result of the effective settlement of tax examinations, the Company recognized $2,770 of previously unrecognized tax benefits, which on a net of tax basis, impacted the effective tax rate by $1,801. The Company also reversed accrued interest related to unrecognized tax benefits of $1,967, which on a net of tax basis, impacted the effective tax rate by $1,190. The total benefit reflected in the tax provision for the year ended December 31, 2011, due to adjustments of prior accruals and settlement of tax examinations, was a reversal of prior year tax of $5,371 and a benefit for reversal of interest of $1,190.
The Company conducts business globally and as a result, the Company or one or more subsidiaries is subject to United States federal income taxes and files income tax returns in various states and approximately 40 foreign jurisdictions. In the normal course of business, the Company is subject to tax examinations by taxing authorities including major jurisdictions such as Germany, United Kingdom, and the United States as well as other countries in Europe and the Asia/Pacific region. The Company is generally no longer subject to examinations with respect to returns that have been filed for years prior to 2006 in Germany, 2011 in the United Kingdom, and 2009 in the United States. Tax years are generally considered closed from examinations when the statute of limitations expires. The United States Internal Revenue Service has recently commenced a tax examination which covers tax years 2010-2012. No adjustments have been proposed as the examination is in a very early stage.
The Company estimates that it is reasonably possible that unrecorded tax benefits may be reduced by an amount ranging from $0 to $14,000 in the next twelve months due to expirations of statutes of limitations or settlement of examinations.
16. COMMITMENTS
Leases
The Company leases its facilities and a portion of its capital equipment under operating leases that expire at various dates. Some of the operating leases provide for increasing rents over the terms of the leases and total rent expense under these leases is recognized ratably over the initial renewal period of each lease. The following table presents future minimum lease commitments under non-cancelable operating leases and minimum rentals to be received under non-cancelable subleases at December 31, 2013:
Operating Leases |
Estimated Sublease Income |
|||||||
2014 |
$ | 40,110 | $ | 1,774 | ||||
2015 |
34,741 | 1,974 | ||||||
2016 |
26,914 | 3,193 | ||||||
2017 |
24,605 | 3,285 | ||||||
2018 |
22,064 | 3,285 | ||||||
Thereafter |
64,396 | 7,493 | ||||||
|
|
|
|
|||||
$ | 212,830 | $ | 21,004 | |||||
|
|
|
|
During the third quarter of 2013, the Company entered into an operating lease for an office facility in Weston, Massachusetts which will replace our office in Maynard, Massachusetts, the lease for which expires in 2014. The lease term began on January 1, 2014 and expires on May 30, 2025.
68
Total rent and related expenses under operating leases, excluding discontinued operations, were $42,546, $43,030, and $48,181, for the years ended December 31, 2013, 2012 and 2011, respectively. Operating lease obligations after 2013 relate primarily to office facilities.
Other Contractual Commitments
We also have $36,513 of non-cancelable contractual commitments as of December 31, 2013, excluding obligations under our financing agreements, primarily related to agreements for marketing arrangements and software licenses and subscriptions. For those agreements with variable terms, we do not estimate what the total obligation may be beyond any minimum pricing as of the reporting date. The majority of these commitments are due within two years. See Note 12-Financing Agreements for discussion on our obligations under our financing agreements.
Consulting, Employment and Non-Compete Agreements
The Company has entered into various consulting, employment and non-compete and/or non-solicitation agreements with certain key management personnel and former owners of acquired businesses. Employment agreements with key members of management are generally at will and provide for an unspecified term and for specified notice or the payment of severance in certain circumstances.
Employee Benefit Plans
The Company has a 401(k) profit-sharing plan covering all eligible employees. Through March 31, 2009, the Company provided for employer matching contributions equal to 50% of employee contributions, up to a maximum of 6% of their eligible compensation. Matching contributions were paid to participating employees in the form of the Companys Common Stock or cash. In April 2009, the Company temporarily suspended the matching of employee contributions. The matching of employee contributions was reintroduced in October 2010. Salaries and related expenses, excluding discontinued operations, contain $4,060, $4,596, and $4,888 of employer matching contributions for the years ended December 31, 2013, 2012 and 2011, respectively.
The Company also has defined contribution employee benefit plans for its employees outside of the United States. The cost of these plans included in salaries and related expenses, excluding discontinued operations, were $2,952, $3,275, and $4,249 for the years ended December 31, 2013, 2012 and 2011, respectively.
17. SEGMENT AND GEOGRAPHIC DATA
The Company conducts business in three reportable segments: Careers-North America, Careers-International, and Internet Advertising & Fees. Corporate operating expenses are not allocated to the Companys reportable segments. The operating results for the Careers-China business and the exited business operations which have previously been included in the Careers-International segment in the Companys consolidated financial statements have now been reclassified as discontinued operations for all periods presented. Please see Note 6Discontinued Operations.
The following tables present the Companys operations, excluding discontinued operations, by reportable segment and by geographic region:
The year ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Revenue |
||||||||||||
Careers-North America |
$ | 446,274 | $ | 462,962 | $ | 485,356 | ||||||
Careers-International |
288,623 | 351,130 | 398,408 | |||||||||
Internet Advertising & Fees |
72,682 | 76,300 | 109,880 | |||||||||
|
|
|
|
|
|
|||||||
Revenue |
$ | 807,579 | $ | 890,392 | $ | 993,644 | ||||||
|
|
|
|
|
|
|||||||
Operating Income |
||||||||||||
Careers-North America |
$ | 65,009 | $ | 42,686 | $ | 74,631 | ||||||
Careers-International |
(18,596 | ) | 13,076 | 69,319 | ||||||||
Internet Advertising & Fees |
24,492 | 17,721 | 5,214 | |||||||||
|
|
|
|
|
|
|||||||
70,905 | 73,483 | 149,164 | ||||||||||
Corporate expenses |
(37,714 | ) | (41,331 | ) | (55,397 | ) | ||||||
|
|
|
|
|
|
|||||||
Operating Income |
$ | 33,191 | $ | 32,152 | $ | 93,767 | ||||||
|
|
|
|
|
|
69
The year ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Depreciation and Amortization |
||||||||||||
Careers-North America |
$ | 31,204 | $ | 35,446 | $ | 36,410 | ||||||
Careers-International |
22,874 | 22,181 | 22,801 | |||||||||
Internet Advertising & Fees |
4,354 | 5,943 | 8,752 | |||||||||
|
|
|
|
|
|
|||||||
58,432 | 63,570 | 67,963 | ||||||||||
Corporate expenses |
724 | 709 | 703 | |||||||||
|
|
|
|
|
|
|||||||
Depreciation and Amortization |
$ | 59,156 | $ | 64,279 | $ | 68,666 | ||||||
|
|
|
|
|
|
|||||||
Restructuring and Other Special Charges |
||||||||||||
Careers-North America |
$ | 9,537 | $ | 20,970 | $ | 450 | ||||||
Careers-International |
7,866 | 15,990 | 160 | |||||||||
Internet Advertising & Fees |
341 | 2,123 | 4,105 | |||||||||
Corporate expenses |
2,251 | 1,275 | | |||||||||
|
|
|
|
|
|
|||||||
Restructuring and Other Special Charges |
$ | 19,995 | $ | 40,358 | $ | 4,715 | ||||||
|
|
|
|
|
|
|||||||
Revenue by Geographic Region (a) |
||||||||||||
United States |
$ | 500,746 | $ | 517,268 | $ | 569,820 | ||||||
International |
306,833 | 373,124 | 423,824 | |||||||||
|
|
|
|
|
|
|||||||
Revenue |
$ | 807,579 | $ | 890,392 | $ | 993,644 | ||||||
|
|
|
|
|
|
|||||||
Long-lived Assets by Geographic Region (b) |
||||||||||||
United States |
$ | 88,284 | $ | 103,112 | $ | 111,747 | ||||||
International |
35,885 | 44,501 | 44,535 | |||||||||
|
|
|
|
|
|
|||||||
Total Long-Lived Assets |
$ | 124,169 | $ | 147,613 | $ | 156,282 | ||||||
|
|
|
|
|
|
The following table reconciles each reportable segments assets to total assets reported on the Companys consolidated balance sheets:
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Total Assets by Segment |
||||||||||||
Careers-North America |
$ | 876,885 | $ | 875,868 | $ | 881,942 | ||||||
Careers-International |
400,090 | 456,354 | 825,559 | |||||||||
Internet Advertising & Fees |
165,638 | 166,796 | 172,456 | |||||||||
Corporate |
26,931 | 25,934 | 25,073 | |||||||||
Shared assets (c) |
116,713 | 138,211 | 152,968 | |||||||||
Discontinued operations |
| 21,702 | | |||||||||
|
|
|
|
|
|
|||||||
Total Assets |
$ | 1,586,257 | $ | 1,684,865 | $ | 2,057,998 | ||||||
|
|
|
|
|
|
(a) | Revenue by geographic region is generally based on the location of the Companys subsidiary. |
(b) | Total long-lived assets includes property and equipment, net. |
(c) | Shared assets represent assets that provide economic benefit to all of the Companys operating segments. Shared assets are not allocated to operating segments for internal reporting or decision-making purposes. |
70
18. LEGAL MATTERS
The Company is involved in various legal proceedings that are incidental to the conduct of its business. Aside from the matters discussed below, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations or cash flows.
In September 2013, Career Destination Development, LLC filed suit against the Company for allegedly infringing certain patents relating to methods for the online searching of jobs. The lawsuit, entitled Career Destination Development, LLC vs. Monster Worldwide, Inc. (Civil Action No. 13-cv-2423), was brought in the United States District Court for the District of Kansas. The Plaintiff seeks injunctive relief, monetary damages, pre and post judgment interest, and other costs. On October 10, 2013, the Company filed an answer denying the allegations set forth in the complaint. The Company intends to vigorously defend this matter and is currently unable to estimate any potential losses.
In November 2013, JobDiva, Inc. filed suit against the Company for allegedly infringing certain patents relating to methods for the parsing of resumes. The lawsuit, entitled JobDiva, Inc. vs. Monster Worldwide, Inc. (Civil Action No. 1:13-cv-08229-KBF) was brought in the United States District Court for the Southern District of New York. The Plaintiff seeks injunctive relief, monetary damages, pre and post judgment interest and other costs. On January 9, 2014, the Company filed an answer denying the allegations set forth in the complaint and asserting counterclaims against JobDiva, Inc. for infringing a patent owned by the Company. The Company intends to vigorously defend this matter and is aggressively pursuing counterclaims against JobDiva, Inc. The Company is currently unable to estimate any potential losses.
71
MONSTER WORLDWIDE, INC.
FINANCIAL INFORMATION BY QUARTER (UNAUDITED)
(In thousands, except per share amounts)
2013 | ||||||||||||||||||||
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
Full Year | ||||||||||||||||
Revenue |
$ | 211,986 | $ | 200,058 | $ | 196,817 | $ | 198,718 | $ | 807,579 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Salaries and related |
97,575 | 89,467 | 92,931 | 99,433 | 379,406 | |||||||||||||||
Office and general |
51,132 | 52,262 | 51,542 | 50,461 | 205,397 | |||||||||||||||
Marketing and promotion |
49,267 | 43,394 | 38,089 | 38,840 | 169,590 | |||||||||||||||
Restructuring and other special charges |
13,167 | 6,828 | | | 19,995 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total operating expenses |
211,141 | 191,951 | 182,562 | 188,734 | 774,388 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income |
845 | 8,107 | 14,255 | 9,984 | 33,191 | |||||||||||||||
Interest and other, net |
(1,268 | ) | (1,357 | ) | (1,482 | ) | (1,663 | ) | (5,770 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
(Loss) Income before income taxes and loss in equity interests |
(423 | ) | 6,750 | 12,773 | 8,321 | 27,421 | ||||||||||||||
Benefit from (provision for) income taxes |
11,999 | (2,366 | ) | (4,480 | ) | (28,157 | ) | (23,004 | ) | |||||||||||
Loss in equity interests, net |
(458 | ) | (245 | ) | (119 | ) | (86 | ) | (908 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from continuing operations |
11,118 | 4,139 | 8,174 | (19,922 | ) | 3,509 | ||||||||||||||
(Loss) income from discontinued operations, net of tax |
(6,134 | ) | (759 | ) | 3,095 | | (3,798 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
4,984 | 3,380 | 11,269 | (19,922 | ) | (289 | ) | |||||||||||||
Net income attributable to noncontrolling interest |
| | | 193 | 193 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) attributable to Monster Worldwide, Inc. |
$ | 4,984 | $ | 3,380 | $ | 11,269 | $ | (20,115 | ) | $ | (482 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic earnings (loss) per share attributable to Monster Worldwide, Inc.: |
||||||||||||||||||||
Income (loss) from continuing operations |
$ | 0.10 | $ | 0.04 | $ | 0.08 | $ | (0.21 | ) | $ | 0.03 | |||||||||
(Loss) income from discontinued operations, net of tax |
(0.06 | ) | (0.01 | ) | 0.03 | | (0.04 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic earnings (loss) per share |
$ | 0.04 | $ | 0.03 | $ | 0.11 | $ | (0.21 | ) | $ | | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Diluted earnings (loss) per share attributable to Monster Worldwide, Inc.: |
||||||||||||||||||||
Income (loss) from continuing operations |
$ | 0.10 | $ | 0.04 | $ | 0.08 | $ | (0.21 | ) | $ | 0.03 | |||||||||
(Loss) income from discontinued operations, net of tax |
(0.06 | ) | (0.01 | ) | 0.03 | | (0.04 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Diluted earnings (loss) per share |
$ | 0.04 | $ | 0.03 | $ | 0.11 | $ | (0.21 | ) | $ | | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Weighted average shares outstanding: |
||||||||||||||||||||
Basic |
111,402 | 110,932 | 105,394 | 97,872 | 106,947 | |||||||||||||||
Diluted |
112,637 | 111,937 | 105,967 | 97,872 | 107,913 | |||||||||||||||
Net income (loss) |
$ | 4,984 | $ | 3,380 | $ | 11,269 | $ | (19,922 | ) | $ | (289 | ) | ||||||||
Other comprehensive income (loss): |
||||||||||||||||||||
Foreign currency translation adjustments, net |
(36,999 | ) | (9,139 | ) | 21,022 | 1,257 | (23,859 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive (loss) income |
(32,015 | ) | (5,759 | ) | 32,291 | (18,665 | ) | (24,148 | ) | |||||||||||
Comprehensive income attributable to noncontrolling interest |
| | | 128 | 128 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive (loss) income attributable to Monster Worldwide, Inc. |
$ | (32,015 | ) | $ | (5,759 | ) | $ | 32,291 | $ | (18,793 | ) | $ | (24,276 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
See further description of restructuring, income taxes and discontinued operations in Notes 5, 15, and 6, respectively.
72
MONSTER WORLDWIDE, INC.
FINANCIAL INFORMATION BY QUARTER (UNAUDITED)
(In thousands, except per share amounts)
2012 | ||||||||||||||||||||
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
Full Year | ||||||||||||||||
Revenue |
$ | 233,750 | $ | 224,577 | $ | 220,821 | $ | 211,244 | $ | 890,392 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Salaries and related |
112,312 | 99,812 | 98,780 | 97,401 | 408,305 | |||||||||||||||
Office and general |
52,508 | 57,945 | 60,651 | 55,497 | 226,601 | |||||||||||||||
Marketing and promotion |
49,298 | 51,426 | 43,099 | 44,503 | 188,326 | |||||||||||||||
Restructuring and other special charges |
24,268 | 1,015 | 244 | 14,831 | 40,358 | |||||||||||||||
Recovery of restitution award from former executive |
(5,350 | ) | | | | (5,350 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total operating expenses |
233,036 | 210,198 | 202,774 | 212,232 | 858,240 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
714 | 14,379 | 18,047 | (988 | ) | 32,152 | ||||||||||||||
Interest and other, net |
(1,463 | ) | (1,189 | ) | (1,532 | ) | (1,699 | ) | (5,883 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
(Loss) income before income taxes and loss in equity interests |
(749 | ) | 13,190 | 16,515 | (2,687 | ) | 26,269 | |||||||||||||
Benefit from (provision for) income taxes |
14,304 | (3,930 | ) | 24,871 | (2,267 | ) | 32,978 | |||||||||||||
Loss in equity interests, net |
(200 | ) | (255 | ) | (271 | ) | (355 | ) | (1,081 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from continuing operations |
13,355 | 9,005 | 41,115 | (5,309 | ) | 58,166 | ||||||||||||||
Loss from discontinued operations, net of tax |
(9,613 | ) | (4,203 | ) | (235,354 | ) | (67,716 | ) | (316,886 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
3,742 | 4,802 | (194,239 | ) | (73,025 | ) | (258,720 | ) | ||||||||||||
Net income attributable to noncontrolling interest |
| | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) attributable to Monster Worldwide, Inc. |
$ | 3,742 | $ | 4,802 | $ | (194,239 | ) | $ | (73,025 | ) | $ | (258,720 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic earnings (loss) per share attributable to Monster Worldwide, Inc.: |
||||||||||||||||||||
Income (loss) from continuing operations |
$ | 0.11 | $ | 0.08 | $ | 0.37 | $ | (0.05 | ) | $ | 0.52 | |||||||||
Loss from discontinued operations, net of tax |
(0.08 | ) | (0.04 | ) | (2.12 | ) | (0.61 | ) | (2.81 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic earnings (loss) per share |
$ | 0.03 | $ | 0.04 | $ | (1.75 | ) | $ | (0.66 | ) | $ | (2.29 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Diluted earnings (loss) per share attributable to Monster Worldwide, Inc.: |
||||||||||||||||||||
Income (loss) from continuing operations |
$ | 0.11 | $ | 0.08 | $ | 0.37 | $ | (0.05 | ) | $ | 0.51 | |||||||||
Loss from discontinued operations, net of tax |
(0.08 | ) | (0.04 | ) | (2.10 | ) | (0.61 | ) | (2.78 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Diluted earnings (loss) per share |
$ | 0.03 | $ | 0.04 | $ | (1.73 | ) | $ | (0.66 | ) | $ | (2.27 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Weighted average shares outstanding: |
||||||||||||||||||||
Basic |
116,199 | 112,937 | 111,239 | 111,098 | 112,866 | |||||||||||||||
Diluted |
117,611 | 114,038 | 112,212 | 111,098 | 113,995 | |||||||||||||||
Net income (loss) |
$ | 3,742 | $ | 4,802 | $ | (194,239 | ) | $ | (73,025 | ) | $ | (258,720 | ) | |||||||
Other comprehensive income (loss): |
||||||||||||||||||||
Foreign currency translation adjustments, net |
15,480 | (33,217 | ) | 30,278 | 10,878 | 23,419 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income (loss) |
19,222 | (28,415 | ) | (163,961 | ) | (62,147 | ) | (235,301 | ) | |||||||||||
Comprehensive income attributable to noncontrolling interest |
| | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income (loss) attributable to Monster Worldwide, Inc. |
$ | 19,222 | $ | (28,415 | ) | $ | (163,961 | ) | $ | (62,147 | ) | $ | (235,301 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
(a) | Earnings per share calculations for each quarter include the weighted average effect of stock issuances and common stock equivalents for the quarter; therefore, the sum of quarterly earnings per share amounts may not equal full-year earnings per share amounts, which reflect the weighted average effect on an annual basis. Diluted earnings per share calculations for each quarter include the effect of stock options, non-vested restricted stock units and non-vested restricted stock, when dilutive to the quarter. In addition, basic earnings per share and diluted earnings per share may not add due to rounding. |
See further description of restructuring, income taxes and discontinued operations in Notes 5, 15, and 6, respectively.
73
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
Not Applicable
ITEM 9A. | CONTROLS AND PROCEDURES |
Monster Worldwide maintains disclosure controls and procedures, as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, the Companys management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and the Companys management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company has carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of the Companys management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based upon their evaluation and subject to the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were reasonably effective in ensuring that material information relating to the Company is made known to the Chief Executive Officer and Chief Financial Officer by others within the Company as of the end of the period covered by this report.
Managements Report on Internal Control Over Financial Reporting.
The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Securities Exchange Act Rules 13a-15(f) or 15d-15(f)). The Companys internal control system is designed to provide reasonable assurance to the Companys management and Board of Directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The Companys management assessed the effectiveness of its internal control over financial reporting as of December 31, 2013. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework (1992). Based on this assessment, the Companys management, including the Chief Executive Officer and Chief Financial Officer, believe that as of December 31, 2013 the Companys internal control over financial reporting is effective based on those criteria.
There have been no significant changes in the Companys internal controls or in other factors which could materially affect internal controls subsequent to the date the Companys management carried out its evaluation.
The Companys independent registered public accounting firm has issued an attestation report on the effectiveness of the Companys internal control over financial reporting.
74
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Monster Worldwide, Inc.
New York, New York
We have audited Monster Worldwide, Inc.s (the Company) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control- Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Monster Worldwide, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Monster Worldwide, Inc. as of December 31, 2013 and 2012 and the related consolidated statements of operations, stockholders equity, and cash flows for each of the three years in the period ended December 31, 2013 and our report dated February 10, 2014 expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
New York, New York
February 10, 2014
75
ITEM 9B. | OTHER INFORMATION |
None.
76
PART III
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Certain of the information required by this item is incorporated by reference to the information appearing under the headings Corporate Governance and Board of Directors Matters, Proposal 1: Election of Directors and Section 16(a) Beneficial Ownership Reporting Compliance from our definitive proxy statement to be filed with the SEC within 120 days after the Companys fiscal year end of December 31, 2013 pursuant to Regulation 14A of the Exchange Act. The information under the heading Executive Officers in Item 1. Business of this Annual Report on Form 10-K is also incorporated herein by reference.
The Company has adopted a Code of Business Conduct and Ethics applicable to its directors, officers (including its principal executive officer, principal financial officer, principal accounting officer and controller) and employees. The Code of Business Conduct and Ethics is available on the Investor Relations portion of the Companys website under the Corporate Governance link. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments or waivers from any provision of the Companys Code of Business Conduct and Ethics applicable to the Companys principal executive officer, principal financial officer, principal accounting officer or controller by either filing a Form 8-K or posting this information on the Companys website within four business days following the date of amendment or waiver. The Companys website address is http://about-monster.com.
ITEM 11. | EXECUTIVE COMPENSATION |
The information required by this item is incorporated by reference from our definitive proxy statement to be filed with the SEC within 120 days after the Companys fiscal year end of December 31, 2013 pursuant to Regulation 14A of the Exchange Act.
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required by this item is incorporated by reference from our definitive proxy statement to be filed with the SEC within 120 days after the Companys fiscal year end of December 31, 2013 pursuant to Regulation 14A of the Exchange Act.
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information required by this item is incorporated by reference from our definitive proxy statement to be filed with the SEC within 120 days after the Companys fiscal year end of December 31, 2013 pursuant to Regulation 14A of the Exchange Act.
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The information required by this item is incorporated by reference from our definitive proxy statement to be filed with the SEC within 120 days after the Companys fiscal year end of December 31, 2013 pursuant to Regulation 14A of the Exchange Act.
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PART IV
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(A) DOCUMENT LIST
1. Financial Statements
The financial statements of the Company filed herewith are set forth in Part II, Item 8 of this Report.
2. Financial Statement Schedules
None.
3. Exhibits Required by Securities and Exchange Commission Regulation S-K
See the Exhibit Index immediately following the signature page of this Report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MONSTER WORLDWIDE, INC. (REGISTRANT) | ||
By: | /S/ SALVATORE IANNUZZI | |
Salvatore Iannuzzi | ||
Chairman of the Board, President and Chief | ||
Executive Officer |
Dated: February 10, 2014
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature |
Title |
Date | ||
/S/ SALVATORE IANNUZZI Salvatore Iannuzzi |
Chairman of the Board, President, Chief Executive Officer and Director (principal executive officer) | February 10, 2014 | ||
/S/ JAMES M. LANGROCK James M. Langrock |
Executive Vice President and Chief Financial Officer (principal financial officer) | February 10, 2014 | ||
/S/ MICHAEL B. MCGUINNESS Michael B. McGuinness |
Senior Vice President, Chief Accounting Officer and Global Controller (principal accounting officer) | February 10, 2014 | ||
/S/ JOHN GAULDING John Gaulding |
Director | February 10, 2014 | ||
/S/ EDMUND P. GIAMBASTIANI, JR. Edmund P. Giambastiani, Jr. |
Director | February 10, 2014 | ||
/S/ CYNTHIA P. MCCAGUE Cynthia P. McCague |
Director | February 10, 2014 | ||
/S/ JEFFREY F. RAYPORT Jeffrey F. Rayport |
Director | February 10, 2014 | ||
/S/ ROBERTO TUNIOLI Roberto Tunioli |
Director | February 10, 2014 | ||
/S/ TIMOTHY T. YATES Timothy T. Yates |
Director | February 10, 2014 |
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EXHIBIT INDEX
Exhibit Number |
Description | |
2.1 | Unit Purchase Agreement, dated as of November 6, 2013, by and among Odyssey Partners Private Equity Fund, Monster Worldwide, Inc. and KJB Holding Corp.Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on November 7, 2013 | |
3.1 | Certificate of Incorporation, as amendedIncorporated by reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 1, 2007 | |
3.2 | Amended and Restated BylawsIncorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on January 27, 2010 | |
4.1 | Form of Common Stock CertificateIncorporated by reference to Exhibit 4.1 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 1, 2007 | |
10.1* | Form of Indemnification AgreementIncorporated by reference to Exhibit 10.2 to the Companys Registration Statement on Form S-1 (Registration No. 333-12471) filed on September 23, 1996 | |
10.2* | 1999 Long Term Incentive Plan, as amended as of January 1, 2008Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on May 8, 2008 | |
10.3* | Monster Worldwide, Inc. 2008 Equity Incentive Plan, as amended as of April 26, 2011Incorporated by reference to Annex A to the Companys Definitive Proxy Statement on Schedule 14A filed on April 28, 2011 | |
10.4* | Monster Worldwide, Inc. Amended and Restated Executive Incentive PlanIncorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on November 4, 2008 | |
10.5* | Form of Monster Worldwide, Inc. Performance-Based Restricted Stock Unit Award Grant Notice for Executive Officers and Senior Employees (Stock Price Targets)Filed herewith | |
10.6* | Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice for Executive Officers and Senior Employees (Time-Based Vesting)Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on April 27, 2012 | |
10.7* | Form of Monster Worldwide, Inc. Restricted Stock Award Grant Notice for Executive Officers and Senior Employees (Time-Based Vesting)Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on April 27, 2012 | |
10.8* | Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for Initial Grants of Restricted StockIncorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on April 29, 2011 | |
10.9* | Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for Annual Grants of Restricted StockIncorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on April 29, 2011 | |
10.10* | Employment Agreement, effective as of April 11, 2007, between Monster Worldwide, Inc. and Salvatore IannuzziIncorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on April 16, 2007 | |
10.11* | Employment Agreement, effective as of May 15, 2008, by and between Monster Worldwide, Inc. and James M. Langrock, as amended effective as of January 1, 2009 and February 28, 2012Incorporated by reference to Exhibit 10.19 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on February 13, 2013 | |
10.12* | Employment Agreement, effective as of September 7, 2007, by and between Monster Worldwide, Inc. and Lise Poulos, as amended effective as of January 1, 2009 and February 28, 2012Incorporated by reference to Exhibit 10.20 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on February 13, 2013 | |
10.13* | Amended and Restated Employment Agreement, effective as of February 28, 2012, by and between Monster Worldwide, Inc. and Mark StoeverIncorporated by reference to Exhibit 10.21 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on February 13, 2013 |
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10.14* | Employment Agreement, effective as of May 28, 2012, between Monster Worldwide, Inc. and Michael B. McGuinnessFiled herewith | |
10.15 | Second Amended and Restated Credit Agreement, dated March 22, 2012, by and among Monster Worldwide, Inc., certain of Monster Worldwide, Inc.s subsidiaries that may be designated as borrowers, Bank of America, N.A. in its capacity as administrative agent, swing line lender and l/c issuer and the other lenders identifiedIncorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 26, 2012 | |
10.16 | Second Amended and Restated Subsidiary Guaranty, dated March 22, 2012, by the domestic subsidiaries of Monster Worldwide, Inc., party thereto in favor of Bank of America, N.A., in its capacity as administrative agentIncorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on March 26, 2012 | |
10.17 | Amended and Restated U.S. Pledge Agreement, dated March 22, 2012, by Monster Worldwide, Inc. in favor of Bank of America, N.A., in its capacity as administrative agentIncorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on March 26, 2012 | |
21.1 | Subsidiaries of the CompanyFiled herewith | |
23.1 | Consent of BDO USA, LLPFiled herewith | |
31.1 | Certification by Salvatore Iannuzzi pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed herewith | |
31.2 | Certification by James M. Langrock pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed herewith | |
32.1 | Certification by Salvatore Iannuzzi pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished herewith | |
32.2 | Certification by James M. Langrock pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished herewith | |
101.INS | XBRL Instance DocumentFiled herewith | |
101.SCH | XBRL Taxonomy Extension Schema DocumentFiled herewith | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith | |
101.LAB | XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith |
* | Management contract or compensatory plan or arrangement |
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Exhibit 10.5
Your Immediate Attention is Required
By clicking the Accept button associated with this Grant Notice in Charles Schwabs Equity Award Center, you are expressly agreeing to all of the terms and conditions of this Grant Notice set forth below (including, without limitation, the non-competition, non-solicitation, non-disparagement, inventions assignment and confidentiality restrictions), intending to be legally bound.
As described in Section 19 of this Grant Notice, the deadline for accepting this Grant Notice is 15 business days following the date of the email notifying you of the availability of this Grant Notice in Charles Schwabs Equity Awards Center. If you do not accept this Grant Notice by that deadline (by clicking the Accept button associated with this Grant Notice in Charles Schwabs Equity Award Center), then the grant of Restricted Stock Units evidenced by this Grant Notice will be cancelled, and the Restricted Stock Units will be forfeited.
MONSTER WORLDWIDE, INC.
RESTRICTED STOCK UNIT AWARD
GRANT NOTICE
MONSTER WORLDWIDE, INC., a Delaware corporation (the Company), hereby notifies (the Participant) of a grant of Restricted Stock Units (RSUs) by the Committee to the Participant on (the Grant Date) pursuant to the Companys 2008 Equity Incentive Plan, as amended (the Plan), upon the terms and conditions set forth in this Grant Notice and the Plan. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
1. Grant of RSUs. Subject to the terms and conditions of this Grant Notice and the Plan, the Participant has been granted RSUs. The RSUs shall vest and payment in respect of such RSUs shall be made, if at all, in accordance with Section 2 hereof.
2. Vesting.
(a) The RSUs granted to the Participant shall vest and payment in respect of such number of RSUs shall be made in accordance with Section 2(f) as to the percentage of the RSUs indicated on the dates specified below (each an RSU Vesting Date), provided that the Participant has remained in the continuous employment of the Company or any of its Affiliates from the Grant Date through and including each applicable RSU Vesting Date, except as provided in Sections 2(c) and 2(d):
Date |
Incremental % of Award Becoming Vested |
|||
The date on which both of the following shall have occurred: (1) at any time prior to the five-year anniversary of the Grant Date, the Fair Market Value per share of the Companys Common Stock has been at least $ for 15 trading days over any 30-day trading period (the 15th such trading day, the First Price Target Attainment Date), and (2) the Participant remains continuously employed through the one-year anniversary of the First Price Target Attainment Date |
25 | % | ||
The date on which both of the following shall have occurred: (1) at any time prior to the five-year anniversary of the Grant Date, the Fair Market Value per share of the Companys Common Stock has been at least $ for 15 trading days over any 30-day trading period (the 15th such trading day, the Second Price Target Attainment Date), and (2) the Participant remains continuously employed through the one-year anniversary of the Second Price Target Attainment Date |
25 | % | ||
The date on which both of the following shall have occurred: (1) at any time prior to the five-year anniversary of the Grant Date, the Fair Market Value per share of the Companys Common Stock has been at least $ for 15 trading days over any 30-day trading period (the 15th such trading day, the Third Price Target Attainment Date), and (2) the Participant remains continuously employed through the one-year anniversary of the Third Price Target Attainment Date |
25 | % | ||
The date on which both of the following shall have occurred: (1) at any time prior to the five-year anniversary of the Grant Date, the Fair Market Value per share of the Companys Common Stock has been at least $ for 15 trading days over any 30-day trading period (the 15th such trading day, the Fourth Price Target Attainment Date), and (2) the Participant remains continuously employed through the one-year anniversary of the Fourth Price Target Attainment Date |
25 | % |
1
Any fractional RSUs resulting from the strict application of the incremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific RSU Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage.
(b) To the extent that any of the First Price Target Attainment Date, the Second Price Target Attainment Date, the Third Price Target Attainment Date or the Fourth Price Target Attainment Date has not occurred prior to the date that is the five-year anniversary of the Grant Date, then the unvested RSUs corresponding to each such price target that has not been attained shall immediately and automatically terminate and be forfeited in their entirety as of such date.
(c) In the event that during the period of the Participants employment with the Company or one of its Affiliates after the Grant Date:
(i) the Participant dies, or
(ii) the Participant incurs a Disability,
(such events are collectively referred to as Acceleration Events), then all outstanding unvested RSUs shall immediately vest and be payable as of the date of the applicable Acceleration Event, subject to Section 2(e) below.
(d) In the event that during the period of the Participants employment with the Company or one of its Affiliates after the Grant Date a Change in Control shall occur, then all outstanding unvested RSUs that have not been forfeited prior to the date of such Change in Control shall vest and be payable on the date of such Change in Control.
(e) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a), 2(c) or 2(d) above is not a Business Day (as defined below), the vesting shall automatically be delayed until the first Business Day following that calendar date. Business Day means a date on which commercial banks in New York, New York are open for general business.
(f) On or as soon as reasonably practicable following the applicable RSU Vesting Date (but in no event later than March 15 of the calendar year following the calendar year in which such date occurs), the Company shall cause the Participants account with the third party administering the Companys equity awards programs (currently Charles Schwab) (the Administrator) to be credited with one share of Common Stock with respect to each whole RSU that vests on such date, subject to Sections 3 and 9 below. Upon the crediting of such shares to such account, all obligations of the Company with respect to each such RSU shall be deemed satisfied in full. It is a condition to the Companys obligation to credit any shares of Common Stock to the Participant pursuant to this Grant Notice that the Participant shall have opened an account with the Administrator.
3. Certain Changes; Rights as a Stockholder. The number and class of shares of Common Stock or other securities which are distributable to the Participant with respect to any RSU covered by this Grant Notice shall be adjusted proportionately or as otherwise appropriate to reflect any increase or decrease in the number of issued shares of Common Stock resulting
2
from a stock split, spin-off, split-off, split-up, recapitalization, capital reorganization, reclassification of shares of Common Stock, merger or consolidation, or any like capital adjustment, or the payment of any stock dividend, and/or to reflect a change in the character or class of shares covered by the Plan arising from a readjustment or recapitalization of the Companys capital stock, in each case as determined by the Committee. The Participant shall not have any rights to cash dividends, voting rights or other rights of a stockholder with respect to the RSUs covered by this Grant Notice until the Company delivers Common Stock to the Participants account in accordance with Section 2(f).
4. Definitions. The following terms shall have the following meaning:
(a) Business means the business of (i) connecting employers and people searching for career opportunities using the Internet; (ii) offering online recruitment advertising and/or job posting targeted to careers or vocations; or (iii) providing software or automation which is specifically and primarily designed for use in and specifically and primarily marketed to businesses engaged in an activity listed in (i) or (ii), above.
(b) Disability or Disabled means, notwithstanding any definition in the Plan, that, in the determination of the Committee, the Participant is both (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and (ii) (x) in case the Participant is eligible for the long term disability program offered to United States-based employees by the Company or its Affiliates, the Participant has actually received long term disability benefits for no less than 9 months or (y) in case the Participant is not eligible for such long term disability program solely by virtue of not being based in the United States, the Participant would have been eligible to receive long term disability benefits for no less than 9 months but for the Participant not being based in the United States. For purposes of Section 2(c) above, it is understood that the Disability shall be deemed to be incurred on the last day of the 9-month period contemplated in clause (ii) of the immediately preceding sentence. In the event the Participant has met the condition set forth in clause (i) of the first sentence of this definition but does not satisfy the condition set forth in clause (ii) of this definition solely by reason of the Participants death, then the provisions of such clause (ii) shall be deemed to have been satisfied and for purposes of Section 2(c) above the Disability shall be deemed to be incurred on the date of such death.
(c) The Fair Market Value per share of the Companys Common Stock means the closing price per share of the Common Stock on the New York Stock Exchange or other principal exchange or over-the-counter market on which such shares are trading, if any, on the applicable date. If shares of the Common Stock are not listed or admitted to trading on any exchange, over-the-counter market or any similar organization as of the applicable date, the Fair Market Value shall be determined by the Committee in good faith using any fair and reasonable means selected in its discretion.
5. No Employment Rights; Termination of Employment. Nothing in this Grant Notice shall give the Participant any right to continue in the employment of the Company or any Affiliate, or to interfere in any way with the right of the Company or any Affiliate to terminate the employment of the Participant. Except as otherwise expressly provided in Section 2(c)
3
hereof, RSUs that are not vested as of the date the Participants employment with the Company and its Affiliates terminates or ceases for any reason or no reason, whether voluntary or involuntary (including, without limitation, termination or cessation of employment with or without cause or arising out of or in connection with a reduction in force, sale or shutdown of certain operations, or otherwise), shall immediately and automatically terminate and be forfeited in their entirety, provided, however, that only for purposes of this Grant Notice the Participants employment shall not be deemed terminated solely by virtue of the Participants voluntary cessation of employment in circumstances that the Committee determines are reasonably likely to result in a Disability for so long as the Committee determines that the Participant continues to satisfy the conditions that would ultimately lead to the Committees determination that the Participant has incurred a Disability.
6. Plan Provisions. The provisions of the Plan shall govern, and if or to the extent that there are inconsistencies between those provisions and the provisions hereof, the provisions of the Plan shall govern. A copy of the Plan is available on the Companys global Intranet Web site, currently located at http://insideworldwide.com.
7. Clawback. Upon the occurrence of a Forfeiture Event (as defined below), as determined by the Company, the Participant shall forfeit all outstanding, unvested RSUs, and with respect to any shares of Common Stock acquired upon the settlement of the RSUs that are held by the Participant or that have been disposed of by the Participant (and/or any trust, or family partnership or other entity benefitting or controlled by the Participant), the Participant shall, within 10 days after written demand therefore, either cause such shares of Common Stock to be returned to the Company for no consideration or pay to the Company, with respect to each share of Common Stock so disposed, an amount equal to the gross amount received by such Participant (and/or such trust or family partnership or other entity) upon such disposition. For purposes of this Section 7, a Forfeiture Event shall mean (i) the Participants material breach of any of the restrictive covenants set forth in Section 8 hereof, (ii) the Participants willful misconduct or gross negligence in the performance of his/her duties to the Company and/or its Affiliates, (iii) the Participants intentional commission at any time in the performance of his/her duties to the Company and/or its Affiliates of any act of fraud, embezzlement or misappropriation of Company and/or any of its Affiliates property and/or (iv) the Participants (A) failure or refusal to reasonably cooperate with any governmental/regulatory authority having jurisdiction over the Participant and the Company, (B) willful failure or refusal to attempt in good faith to carry out, or comply with, in any material respect any lawful and reasonable written directive of the Board, the Companys Chief Executive Officer or the Participants supervisor or (C) willful material violation of the Companys Code of Business Conduct and Ethics. The Companys rights under this Section 7 shall be in addition to any other rights of recoupment or similar rights that the Company may have pursuant to the Plan or otherwise, including without limitation pursuant to Section 11 of the Plan.
8. Restrictive Covenants and Other Agreements. In consideration for the grant of the RSUs and the Participants continued employment with the Company or any of its Affiliates, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Participant hereby agrees to the restrictive covenants and other agreements set forth in this Section 8. The Participant acknowledges and agrees that the restrictions contained in this Section 8 are critical and necessary to protect the Companys and its Affiliates
4
legitimate business interests and good will (including the protection of Confidential Information (as defined below)); are reasonably drawn to this end as to duration, place, and scope; are not unduly burdensome; are not injurious to the public interest; are supported by adequate consideration; and that his/her agreement to abide by such restrictions is made in order to induce the Company to offer the Participant the RSUs.
(a) Confidential Information.
(i) The Participant acknowledges and agrees that all information, whether or not in writing, concerning the Companys and/or its Affiliates business, technology, business relationships or financial affairs which the Company and its Affiliates have not released to the general public, including but not limited to the identity of the clients, customers, suppliers, employees and consultants of the Company and its Affiliates, all information concerning the projects, products, program and marketing plans of the Company and its Affiliates, and all pricing and cost information, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, data gathering methods and/or strategies of the Company and its Affiliates, irrespective of whether such information constitutes a trade secret under any applicable law (collectively, Confidential Information) is and will be the exclusive property of the Company and its Affiliates. Except in the good faith performance of the Participants duties as an employee of the Company or any of its Affiliates, the Participant shall not at any time while employed by the Company or any of its Affiliates, or any time thereafter, without the prior express written consent of the Company, directly or indirectly divulge, disclose, use or make available or accessible any Confidential Information to any person, firm, partnership, corporation, trust or any other entity or third party. In addition, the Participant shall not create any derivative work or other product based on or resulting from any Confidential Information (except in the good faith performance of his/her duties as an employee of the Company or any of its Affiliates). The Participant recognizes that all of the documents and other tangible items which contain any Confidential Information are the Companys and its Affiliates property exclusively, including those documents and items which the Participant may have developed or contributed to developing while in the Companys or any of its Affiliates employ, whether or not developed during regular working hours or on the Companys or any of its Affiliates premises.
(ii) The Participant shall not take any action (or engage in any omission) that would reduce the value of the Confidential Information to the Company or any of its Affiliates. The Participant shall return to the Companys designee, no later than the effective date of the termination of his/her employment for any reason, and without retaining any copies, all property of the Company and its Affiliates, including but not limited to all notes or excerpts thereof, memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information, that is in the Participants actual or constructive possession or which is subject to his/her control at such time.
(b) Intellectual Property/Assignment of Inventions.
(i) The Participant acknowledges and agrees that all ideas, inventions, copyrightable or patentable works, improvements, innovations, techniques, designs, methods,
5
developments, products, services, technologies, writings, discoveries and the like (hereafter Intellectual Property) that the Participant makes, conceives, reduces to practice or develops, in whole or in part, either alone or jointly with others, in connection with the Participants employment with the Company or any of its Affiliates or with the use of any of the Companys or any of its Affiliates resources, shall be considered works made for hire and shall be the sole property of the Company or such Affiliate to the maximum extent permitted by law and that the Company or such Affiliate shall be the sole owner of all rights in connection therewith. The Participant shall promptly and fully disclose all such Intellectual Property to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all right, title and interest therein (including rights under patent, copyright, trademark, trade secret, unfair competition and related laws) to the Company or such Affiliate to the extent ownership of any such rights does not vest originally in the Company or such Affiliate.
(ii) The Participant acknowledges that he or she has conveyed and assigned, and hereby does convey and assign, to the Company (or, at the Companys request, any of its Affiliates), for good and sufficient consideration, the entire right, title and interest, including any and all copyright, trademark and patent rights therein or relating thereto, in and to any Intellectual Property, whether or not patentable or copyrightable, that the Participant made, conceived, or reduced to practice, either solely or jointly with others, during the period of the Participants employment prior to the date hereof.
(iii) The Participant further agrees to, at the Companys request and expense (but without additional compensation to the Participant), assist the Company or its designee in obtaining any patents and copyrights relating to any Intellectual Property described above and shall execute all documents and do all things necessary to obtain patents, copyrights, trademarks and trade names or to otherwise vest the Company (or its designee) with full and exclusive title thereto, and protect the same against infringement by others. If the Company is unable for any reason to secure the Participants signature on any document for this purpose, then the Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Participants agent and attorney in fact, to act for and in the Participants behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.
(c) Non-Competition. The Participant acknowledges and recognizes the highly competitive nature of the Business, the valuable Confidential Information to which the Participant has had and will continue to have access, and the customer goodwill associated with the ongoing business of the Company. Accordingly, the Participant agrees that during the period the Participant is employed by the Company or any of its Affiliates and for a period of twelve (12) months following the termination of the Participants employment for any reason, the Participant will not, anywhere in the world, directly or indirectly, alone or in conjunction with any other person or entity: (i) engage in any business for Participants own account that competes with the Business; (ii) enter the employ of, or render any services, whether as employee, consultant, independent contractor or otherwise, to any person or entity engaged in any business that competes with the Business; or (iii) acquire a financial interest in, or otherwise become involved with, any person or entity engaged in any business that competes with the Business, as an individual, partner, shareholder, officer, director, principal, agent, trustee, or
6
consultant. Notwithstanding anything to the contrary in this Grant Notice, the Participant may directly or indirectly own, solely as a passive investment, securities of any person or entity that competes with or is engaged in a business similar to the Business that are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (i) is not a controlling person of, or a member of a group which controls, such person or entity and (ii) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such person or entity.
(d) Client Non-Solicitation. During the period the Participant is employed by the Company or any of its Affiliates and for a period of twelve (12) months following the termination of the Participants employment for any reason, the Participant agrees that he/she will not, directly or indirectly: (i) call on, solicit, or perform services for any client to whom the Company or any of its Affiliates provided services at any time during the twelve (12) months immediately prior to the Participants termination of employment or any prospective client to whom the Company or any of its Affiliates had made a presentation at any time during the twelve (12) months immediately prior to the Participants termination of employment, for purposes related to competing with the Business; (ii) otherwise interfere with or attempt to interfere with business relationships established between the Company or any of its Affiliates and their respective clients or prospective clients; or (iii) assist or encourage any other person in carrying out the foregoing.
(e) Employee Non-Solicitation. During the period of time the Participant continues to be employed by the Company or any of its Affiliates, and for a period of twelve (12) months following the termination of the Participants employment for any reason, the Participant agrees that he/she will not (directly or indirectly, for himself/herself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group or other entity) employ, hire, solicit, recruit or assist in the solicitation or recruitment of any person who is then employed or engaged as an employee, consultant, or independent contractor by the Company or any of its Affiliates or encourage any employee, consultant or independent contractor of the Company or any of its Affiliates to leave the employment of or cease to perform services for the Company or any of its Affiliates.
(f) Non-Disparagement. The Participant agrees that he/she will not at any time, whether orally or in writing, make any false, defamatory or disparaging statements about the Company, its Affiliates, the officers or directors of the Company or its Affiliates, or the business, products or services of the Company or its Affiliates, that are reasonably likely to cause damage to the Company, its Affiliates or the officers or directors of the Company or its Affiliates. Nothing in this Section shall limit the ability of the Participant to provide truthful testimony as required by law or any judicial or administrative process.
(g) Cooperation Following Employment. The Participant agrees to cooperate with the Company and its Affiliates following the termination of the Participants employment for any reason by making himself/herself reasonably available to testify on behalf of the Company and its Affiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company and its Affiliates in any such action, suit, or proceeding, by providing information and meeting and consulting with the Companys and its Affiliates representatives or counsel as requested; provided, however that such
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cooperation or participation does not materially interfere with the Participants then current professional activities. The Company agrees to reimburse the Participant, on an after-tax basis, for all expenses actually incurred in connection with his/her provision of testimony or assistance.
(h) Forfeiture of Severance and Other Payments in Event of Breach. The Participant acknowledges and agrees that no severance, awards or other payments to the Participant pursuant to this Grant Notice or any other agreement with or plan, program, policy or practice of the Company or any of its Affiliates, including but not limited to any employment agreement or restricted stock unit agreement between the Participant and the Company or any of its Affiliates, shall be due or payable to the Participant on or following the date that the Participant first breaches any provision(s) of this Section 8. The Participant acknowledges and agrees that the rights and remedies of the Company and its Affiliates under this Section 8(h) shall be in addition to, and shall in no way limit, any and all other rights and remedies to which the Company and its Affiliates are entitled under applicable law.
(i) Equitable Relief and Intended Third Party Beneficiaries. The Participant acknowledges and agrees that the Companys and its Affiliates remedies at law for a breach or threatened breach of any of the provisions of this Section 8 would be inadequate and any such breach would cause irreparable harm, and, in recognition of this fact, the Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company and its Affiliates, without posting any bond (to the extent permitted by applicable law), shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary, preliminary or permanent injunction or any other equitable remedy which may then be available. Each Affiliate of the Company is an intended third party beneficiary of this Section 8 and may enforce its terms as if it was a party hereto.
(j) Court Modification. It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 8 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time period or geographic scope or any other restriction contained in this Section 8 is invalid or unenforceable for any reason, the provisions of this Section 8 shall not be rendered void but shall be deemed reformed or modified only to the extent necessary to render them valid and enforceable in all respects. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Section 8 is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
(k) Tolling During Periods of Breach. The Participant acknowledges and agrees that the Participants obligations under Sections 8(c), (d) and (e) shall be tolled during any period that the Participant is in breach of any of the obligations under Sections 8(c), (d) and/or (e) so that the Company and its Affiliates are provided with the full benefit of the restrictive periods set forth therein (i.e., any period during which the Participant is in breach of any of the obligations under Sections 8(c), (d) and/or (e) will not count toward the 12-month post-employment restrictive periods set forth in Sections 8(c), (d) and/or (e)).
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(l) Survival of Covenants. The restrictive covenants and other obligations set forth in this Section 8 shall survive any change in the Participants compensation, position, title, and duties and/or the termination of the Participants employment.
(m) No Arbitration of Claims. Notwithstanding the terms of this Grant Notice or any other agreement between the Participant and the Company or any of its Affiliates to the contrary, neither the Participant nor the Company or any of its Affiliates shall have the right to compel resolution of any claim arising under this Section 8 through arbitration or any other non judicial process.
(n) Other Agreements. The restrictive covenants and other obligations on the part of the Participant set forth in this Section 8 shall be construed independent of any other agreement which the Company or any of its Affiliates and the Participant may have, and the existence of any claim or cause of action by the Participant against the Company or any of its Affiliates, whether predicated upon a provision of this Section 8 or otherwise, shall not constitute a defense to the enforcement by the Company or any of its Affiliates of any covenant or restriction in this Section 8. In addition, any restrictive covenants and other similar obligations of the Participant contained in any other agreement between the Company or any of its Affiliates and the Participant remain in full force and effect in accordance with their terms, and shall not be superseded or otherwise affected by this Grant Notice.
9. Withholding. In the event that prior to any applicable RSU Vesting Date hereunder the Participant has not provided the Company with notice (which may be by written notice or by an election made via the website operated by the Administrator) (the Payment Notice) to the effect that the Participant will provide the Company (or the Administrator on the Companys behalf) payment of the amount, if any, deemed necessary by the Company in its reasonable discretion to enable the Company and its Affiliates to satisfy the minimum federal, foreign or other tax withholding or similar obligations of the Company and its Affiliates with respect to the vesting and/or settlement of such RSUs on such RSU Vesting Date (and/or any other items which may be distributable to the Participant on the RSU Vesting Date pursuant to Section 3 hereof), or in the event the Participant provides the Payment Notice but does not deliver payment of the appropriate amount to the Company (or the Administrator on the Companys behalf) by such RSU Vesting Date, then the Company shall satisfy the minimum federal, foreign or other tax withholding or similar obligation of the Company and its Affiliates with respect to such vesting and/or settlement by withholding the number of whole shares of Common Stock (on and valued as of the RSU Vesting Date) (and/or other items which may be distributable or creditable to the Participant on the RSU Vesting Date pursuant to Section 3 hereof) sufficient to satisfy such minimum withholding and other obligations.
10. Notices. All notices or other communications to be given or delivered in connection with this Grant Notice shall be either in electronic format or in writing and shall be deemed to have been properly served if delivered electronically, personally, by courier, or by certified or registered mail, return receipt requested and first class postage prepaid, in the case of notices to the Company, to the attention of SVP of Human Resources, at the Companys offices at 5 Clock Tower Place, Suite 500, Maynard, MA 01754 and in the case of notices to the Participant, to the Participants last known address (as noted in the Participants personnel file) or such other addresses (including any electronic email addresses) as the recipient party has specified by prior notice to the sending party. All such notices and communications shall be deemed received upon the actual delivery thereof in accordance with the foregoing.
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11. Binding Effect; Headings; Status. This Grant Notice shall be binding upon and shall inure to the benefit of the Company, the Participant and their respective successors and permitted assigns. The subject headings of Sections are included for the purpose of convenience only and shall not affect the construction or interpretation of any of the provisions of this Grant Notice. The Participants rights under this Grant Notice, including, without limitation, rights to RSUs, shall at all times that such rights exist represent a general obligation of the Company. The Participant shall be a general creditor of the Company with respect thereto and shall not have a secured or preferred position with respect thereto. Nothing in this Grant Notice or the Plan shall be deemed to create an escrow, trust, custodial account or fiduciary relationship of any kind.
12. Non-Assignability, Etc. The Participants rights and obligations under this Grant Notice, including, without limitation, rights to RSUs, are not assignable or transferable except upon the Participants death to a beneficiary designated by the Participant in a written beneficiary designation filed with the Company or, if no duly designated beneficiary shall survive the Participant, pursuant to the Participants will and/or by the laws of descent and distribution. Any and all such rights and obligations shall not be subject to anticipation, alienation, sale, transfer, encumbrance except as otherwise expressly permitted herein. This Grant Notice will bind and inure to the benefit of and be enforceable by the Participant, the Company, the Companys successors and assigns and the Participants estate, heirs and legal representatives (as applicable).
13. Securities Laws; Insider Trading. The Committee may from time to time impose any conditions on the RSUs and shares of Common Stock as it deems necessary or advisable to ensure that the Plan, this Grant Notice and the issuance and resale of any securities comply with all applicable securities laws, including without limitation the Securities Act and Rule 16b-3 under the Exchange Act. Such conditions may include, among other things, the requirement that certificates for shares of Common Stock to be issued to the Participant hereunder contain a restrictive legend in such form and substance as may be determined by the Committee. Without limiting the foregoing, it is understood that Affiliates of the Company may resell Common Stock only pursuant to an effective registration statement under the Securities Act, pursuant to Rule 144 under the Securities Act, or pursuant to another exemption from registration under the Securities Act. The Participant understands and agrees that any and all transactions involving shares of Common Stock or other securities of the Company must comply with applicable laws, rules, regulations and policies, including but not limited to the Companys policy regarding insider trading, which policy, among other things, prohibits transactions involving shares of Common Stock or other securities of the Company by individuals who have material non-public information relating to the Company.
14. General. This Grant Notice shall be deemed to be an Award Agreement as defined in the Plan. Except as otherwise provided in Section 8(n), this Grant Notice constitutes the entire understanding of the legal obligations between the parties with respect to the subject matter hereof and controls and supersedes any prior understandings, agreements or representations by or between the parties, written or oral with respect to its subject matter, including but not limited to the provisions of any and all employment agreements, term sheets
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and offer letters (except for terms contained in any binding, written employment agreement providing for acceleration or other enhancement to restricted stock units upon the occurrence of specified events). The Participant has not relied on any representation not set forth in this Grant Notice.
15. Governing Law. This Grant Notice shall be governed by and construed under the substantive laws of the State of New York, without regard to the choice of law principles of any forum. Notwithstanding the location of the Participants employment for the Company or its Affiliates, be it within or without the State of New York, all actions or proceedings arising under or related to this Grant Notice must be exclusively brought in the state or federal courts serving New York County, New York. Each party, to the fullest extent permitted by applicable law, hereby (i) irrevocably accepts and submits to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom), generally and unconditionally, with respect to any such action, suit or proceeding, and (ii) waives any objection which he/she/it may now or hereafter have based on personal jurisdiction or to the laying of venue of any such action, suit or proceeding therein and agrees not to plead or claim that such action, suit or proceeding has been brought in an inconvenient forum.
16. Severability. If any provision of this Grant Notice as applied to any other provision of this Grant Notice or to any circumstance is adjudged by a court to be invalid or unenforceable, that provision will in no way affect any other provision of this Grant Notice, the application of that provision under any other circumstance, or the validity or enforceability of this Grant Notice.
17. Amendment. This Grant Notice may be unilaterally amended by the Company without the Participants consent as provided in the Plan or to conform the Grant Notice to any changes required by the Administrator or as a result of the change of Administrator.
18. Acknowledgements. The Participant acknowledges that he/she has carefully reviewed this Grant Notice, that he/she has had an opportunity to consult with counsel of his/her choice, that he/she has entered into this Grant Notice freely and voluntarily and without reliance on any promises not expressly contained herein, that he/she has been afforded an adequate time to review carefully the terms hereof, and that this Grant Notice will not be deemed void or voidable by claims of duress, deception, mistake of fact, or otherwise. The principle of construction whereby all ambiguities are to be construed against the drafter will not be employed in the interpretation of this Grant Notice.
19. Deadline for Acceptance of Grant Notice. The deadline for accepting this Grant Notice is 15 Business Days following the date of the email notifying the Participant of the availability of this Grant Notice on the website of the Administrator; if the Participant does not accept this Grant Notice by such deadline (by clicking the Accept button associated with this Grant Notice on the website of the Administrator), then the grant of RSUs evidenced by this Grant Notice will be cancelled, and the RSUs will be forfeited.
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Exhibit 10.14
EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of May 28, 2012 (the Effective Date), is made by and between Monster Worldwide, Inc., a Delaware corporation (the Company), and Michael McGuinness (the Executive).
RECITALS:
A. The Company employs the Executive as its Senior Vice President, Chief Accounting Officer ; and
B. The parties desire to amend and restate in its entirety the Executives current employment agreement, dated as of July 14, 2008, as set forth below, and
C. The Executive desires to commit himself to serve the Company on the terms herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:
1. Certain Definitions.
(a) Affiliate shall mean, with respect to any Person, any other Person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such Person. For purposes of this Section 1(a), control shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended.
(b) Annual Base Salary shall have the meaning set forth in Section 5(a).
(c) Board shall mean the Board of Directors of the Company.
(d) Bonus shall have the meaning set forth in Section 5(b).
(e) The Company shall have Cause to terminate the Executives employment upon:
(i) the Executives misconduct or gross negligence in the performance of his duties hereunder, or his failure to attempt in good faith to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board or the Chief Executive Officer or the Executives material violation of the Companys statement of corporate policy and/or code of conduct at any time after such statement and code have been adopted by the Board and have been set forth in writing and delivered to the Executive;
(ii) the Executives unlawful use (including being under the influence) of drugs on the Companys premises or while performing the Executives duties and responsibilities;
(iii) the Executives failure or refusal to reasonably cooperate with any Company investigation or governmental/regulatory authority having jurisdiction over the Executive and the Company;
(iv) the Executives material breach of this Agreement or of any of the rules, regulations or policies or procedures of the Company;
(v) the Executives commission at any time in the performance of his duties hereunder of any act of fraud, embezzlement, misappropriation of Company property, moral turpitude or breach of fiduciary duty that could possibly have a material adverse effect on the Company; or
(vi) the Executives indictment related to the commission of any criminal act.
No termination of the Executives employment hereunder by the Company for Cause shall be effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given written notice stating in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive shall have thirty (30) days after receipt of such notice to fully cure any such alleged violation under clauses (i), (iii) or (iv) above. If he fails to cure such alleged violation within such thirty (30)-day period, the Executives employment shall, without further action by the Company, be terminated for Cause at the end of such period. No opportunity to cure or advance notice shall be required for a termination under clauses (ii), (v) or (vi) above. For purposes hereof, no act or omission shall be deemed to be willful if such act or omission was taken (or omitted) in the good faith belief that such is in the best interests of, or not opposed to the best interests of, the Company or if such act or omission resulted from the Executives physical or mental incapacity.
(f) Change in Control shall occur when:
(i) any person or group acquires stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. However, if any person or group is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or group is not considered to cause a Change in Control of the Company. An increase in the percentage of stock owned by any person or group as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this subsection. This subsection applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction;
(ii) any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company;
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(iii) a majority of members of the Companys Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Companys Board prior to the date of the appointment or election; or
(iv) any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. However, no Change in Control shall be deemed to occur under this subsection (iv) as a result of a transfer to: (A) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (C) a person or group that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or (D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (C) above.
For the purposes of this Section 1(f), the term person shall mean an individual, corporation, association, joint-stock company, business trust or other similar organization, partnership, limited liability company, joint venture, trust, unincorporated organization or government or agency, instrumentality or political subdivision thereof. The term group shall have the meaning set forth in Rule 13d-5 of the Securities Exchange Commission (SEC), modified to the extent necessary to comply with Treasury Regulation Section 1.409A-3(i)(5), or any successor thereto in effect at the time a determination of whether a Change in Control has occurred is being made. If any one person, or persons acting as a group, is considered to effectively control the Company as described above, the acquisition of additional control by the same person or persons is not considered to cause a Change in Control.
(g) Code shall mean the Internal Revenue Code of 1986, as amended.
(h) Committee shall mean the Compensation Committee of the Board.
(i) Common Stock shall mean the $.01 par value common stock of the Company.
(j) Company shall, except as otherwise provided in Section 9, have the meaning set forth in the preamble hereto.
(k) Competitive Business shall mean at any time during the Term and during the 12-month period immediately following the Date of Termination, any entity (which term entity shall for purposes of this Section 1(k) include any subsidiaries, parent entities or other Affiliates thereof) that, as of the Date of Termination, competes with any of the businesses of the Company.
(l) Date of Termination shall mean (i) if the Executives employment is terminated by his death, the date of his death; (ii) if the Executives employment is terminated as a result of Disability, the date provided in Section 6(a)(ii); and (iii) if the Executives employment is
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terminated pursuant to Sections 6(a)(iii) (vii), the date specified in the Notice of Termination (or if no such date is specified, the last day of the Executives active employment with the Company), in each case provided in accordance with this Agreement.
(m) Disability shall mean Disabled as such term is defined in Section 409A(a)(2)(C) of the Code.
(n) Equity Incentive Plan means the Companys 2008 Equity Incentive Plan, as amended from time to time (or any other equity based compensation plan or agreement that may be adopted or entered into by the Company from time to time).
(o) Executive shall have the meaning set forth in the preamble hereto.
(p) The Executive shall have Good Reason to resign employment upon the occurrence of any of the following without the Executives prior written consent:
(i) failure of the Company to continue the Executive in the position of, and with the title of, Senior Vice President, Chief Accounting Officer;
(ii) a material diminution or undue dilution in the nature or scope of the Executives employment responsibilities, duties or authority, a material interference with the discharge of the Executives responsibilities, duties or authority or the assignment to the Executive of duties or responsibilities that are materially and adversely inconsistent with his then position;
(iii) the Companys material reduction of the Executives Annual Base Salary; or any material reduction of any target incentive opportunity or employee benefits that the Executive is eligible to receive under Section 5(b) or 5(e) of this Agreement, respectively, other than an amendment, modification or termination of an incentive compensation program or employee benefit that applies on a non-discriminatory basis to similarly situated employees;
(iv) the Companys material breach of this Agreement; or
(v) the cessation of the stock of the Company to be publicly traded on an established securities market as a result of a Change in Control, unless the Executive retains his title and position at the surviving publicly-traded entity;
provided, however, that notwithstanding the foregoing the Executive may not resign his employment for Good Reason unless: (A) the Executive provides the Company with at least 30 days prior written notice of his intent to resign for Good Reason (which notice is provided not later than the 90th day following the date on which the Executive becomes aware of the occurrence of the event constituting Good Reason), and (B) the Company does not remedy the alleged violation(s) within such 30-day period; and, provided, further, that notwithstanding the foregoing if the Executive is suspended pursuant to Section 6(b), such suspension (and any corresponding diminution of the Executives title, duties or compensation, or other change to the Executives employment arrangements described hereunder) shall not, in and of itself, give the Executive Good Reason to resign his employment.
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(q) Intellectual Property shall have the meaning set forth in Section 9(f).
(r) Non-Compete Term shall have the meaning set forth in Section 9(a).
(s) Notice of Termination shall have the meaning set forth in Section 6(b).
(t) Option shall mean an option to purchase Common Stock pursuant to the Equity Incentive Plan, as amended from time to time (or any other equity based compensation plan or agreement that may be adopted or entered into by the Company from time to time).
(u) Person shall mean an individual, partnership, corporation, business trust, limited-liability company, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.
(v) Pro-Rata Bonus shall have the meaning set forth in Section 7(d).
(w) Release shall have the meaning set forth in Section 7(b).
(x) Restricted Stock shall mean a share or shares of Common Stock granted to the Executive pursuant to the Equity Incentive Plan, as amended from time to time (or any other equity based compensation plan or agreement that may be adopted or entered into by the Company from time to time).
(y) Term shall have the meaning set forth in Section 2.
(z) Voting Stock means all capital stock of the Company which by its terms may be voted on all matters submitted to stockholders of the Company generally.
2. Employment. Subject to Section 6, the Company shall employ the Executive and the Executive shall continue in the employ of the Company as an employee at will pursuant to the terms of this Agreement, as may be amended (the Term).
3. Position and Duties. The Executive shall serve as Senior Vice President, Chief Accounting Officer , with such duties and responsibilities with respect to the Company and its Affiliates as the Companys Chief Executive Officer (CEO) or Board of Directors (the Board) shall reasonably direct. The Executive shall serve without additional compensation as director and/or officer for such Affiliates of the Company as the Board shall request consistent with Executives position hereunder. The Executive shall faithfully, honestly and diligently serve the interests of the Company; shall comply with such lawful employment, workplace and other policies as the Company shall promulgate from time to time; and shall devote substantially all of his business time, attention and efforts, toward the performance of his duties under this Agreement. Notwithstanding the foregoing, the Executive may manage his personal investments and be involved in charitable and unremunerated professional activities (including serving on charitable and professional boards), so long as such service does not materially interfere with the performance of the Executives duties hereunder or violate Section 9 hereof.
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4. Place of Performance. In connection with his employment during the Term, the Executive shall be based at the Companys offices in New York, New York, except for necessary travel on the Companys business.
5. Compensation and Related Matters.
(a) Annual Base Salary. At the commencement of the Term, the Executive shall receive a base salary at a rate of $300,000 per annum (the Annual Base Salary), paid in accordance with the Companys general payroll practices for executives, but no less frequently than monthly. The Company may, in its sole discretion, review and adjust the rate of Annual Base Salary payable to the Executive in effect from time to time; provided, however, that any such modified rate shall thereafter be the rate of Annual Base Salary hereunder.
(b) Bonus. With respect to 2012 and each subsequent fiscal year during the Term (or portion thereof), the Executive shall be eligible to receive a bonus (the Bonus), as determined pursuant to the Companys Executive Incentive Plan (or any similar or successor plan) (collectively, the Bonus Plan), and based on the Executives or the Companys attainment of objective financial or other operating criteria established by the Committee in its sole good faith discretion. The Executive will be eligible for a target bonus opportunity of 75% of the Executives Annual Base Salary. To receive a Bonus, Executive must be in continuous employment with the Company through the date such bonus is paid. The Bonus for each fiscal year shall be paid to the Executive no later than 75 days following the completion of such fiscal year.
(c) Equity Awards. The Executive shall be eligible to be granted Restricted Stock Units, Restricted Stock, Options and/or other equity compensation awards at such time(s) and in such amount(s), and under such terms, as may be determined by the Committee in its sole discretion. For the avoidance of doubt, the Committee shall have complete and sole discretion as to whether to grant awards (if any) under this Section 5(c).
(d) Benefits. The Executive (and his eligible dependents) shall be entitled to receive such benefits (including, without limitation, fringe benefits and perquisites) and to participate in such employee benefit plans, including life, health and disability insurance policies and the Companys Code Section 401(k) plan, as are generally provided by the Company to its senior executives in accordance with the terms of such plans, practices and programs of the Company, as may be amended from time to time.
(e) Expenses. The Company shall reimburse the Executive for all reasonable and necessary expenses incurred by the Executive in connection with the performance of the Executives duties as an employee of the Company. Such reimbursement is subject to the submission to the Company by the Executive of appropriate documentation and/or vouchers in accordance with the customary procedures of the Company for expense reimbursement, as such procedures may be revised by the Company from time to time and to such caps on reimbursements as the Company may from time to time impose.
(f) Paid Time Off. The Company shall provide the Executive with Paid Time Off (PTO) based on length of service with the Company in accordance with the Companys
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PTO plan, as amended from time to time. The daily accrual is the annual accrual amount divided by the total days in a year. PTO encompasses vacation days, personal days and sick days, including the waiting period for short term disability coverage.
(g) Recoupment Policy. The Company may, from time to time, adopt and maintain a policy regarding the recoupment of bonus or other incentive compensation (which may include equity awards) in the event of certain enumerated events, including a material restatement of the financial accounts of the Company. The Executive agrees that (i) any payments of bonus or other incentive compensation hereunder shall be subject to recoupment in accordance with any such policy from time to time in effect, and (ii) in the event that bonus or other incentive compensation is recouped under any such policy from time to time in effect, any severance pay determined by reference to such recouped bonus or incentive compensation shall automatically be adjusted and/or subject to recoupment to the amount that would have applied had such recouped bonus or incentive compensation not been paid.
6. Termination. The Executives employment hereunder may be terminated by the Company, on the one hand, or the Executive, on the other hand, as applicable, without any breach of this Agreement only under the following circumstances:
(a) Terminations.
(i) Death. The Executives employment hereunder shall terminate upon his death.
(ii) Disability. In the event of the Executives Disability, the Company may give the Executive written notice of its intention to terminate the Executives employment while he remains so disabled. However, the Company may not terminate the Executives employment because of a Disability unless the Disability is expected to be indefinite or for longer than the elimination period specified in any long-term disability plan maintained by the Company. All such decisions regarding the termination of Executive relating to a disability shall be made consistent with the requirements of the Americans With Disabilities Act, as amended, and applicable state law.
(iii) Cause. The Board may terminate the Executives employment hereunder for Cause in accordance with the terms of Section 1(e) hereof.
(iv) Good Reason. The Executive may terminate his employment for Good Reason in accordance with the terms of Section 1(p) hereof.
(v) Without Cause. The Company may terminate the Executives employment without Cause upon 30 days written notice to the Executive.
(vi) Resignation without Good Reason. The Executive may resign his employment without Good Reason upon 60 days written notice to the Company.
(b) Notice of Termination. Any termination of the Executives employment by the Company or by the Executive under this Section 6 (other than termination pursuant to paragraph (a)(i)) shall be communicated by a written notice to the other party hereto indicating
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the specific termination provision in this Agreement relied upon, setting forth in reasonable detail any facts and circumstances claimed to provide a basis for termination of the Executives employment under the provision so indicated, and specifying a Date of Termination in accordance with this Agreement (a Notice of Termination); provided, the Company may suspend the Executive from his position with full pay during any notice period. The Company may terminate the Executives employment at any time after the Executive provides notice of termination due to resignation pursuant to Section 6(a)(vi), and such termination will be treated as a resignation under Section 6(a)(vi) for all purposes of this Agreement.
(c) Upon the occurrence of any termination of the Executives employment with the Company, the Executive shall and shall be deemed to have immediately resigned from any and all boards, offices, committees and fiduciary positions on or in which he is then serving at the request of the Company or any Affiliate and, upon demand by the Company, shall promptly tender to the Company a written resignation letter effecting the foregoing.
7. Severance Payments and Benefits.
(a) Termination for any Reason. In the event the Executives employment with the Company is terminated for any reason, as soon as reasonably practicable after such termination the Company shall pay the Executive (or his beneficiary in the event of his death) (i) a lump sum equal to any unpaid Annual Base Salary that has accrued as of the Date of Termination, (ii) any unreimbursed expenses due to the Executive for which he has submitted acceptable supporting documentation, (iii) an amount for any accrued but unused PTO time and (iv) any earned but unpaid Bonus for any fiscal year of the Company completed prior to the date of such termination. The Executive shall also be entitled to accrued, vested benefits under the Companys benefit plans and programs as provided therein. The Executive shall be entitled to the cash severance payments described below only as set forth herein, and the provisions of this Section 7 shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or arrangement maintained by the Company.
(b) Terminations without Cause or for Good Reason. Except as otherwise provided by Section 7(c) with respect to certain terminations of employment after a Change in Control, if the Executives employment is terminated by the Company without Cause (pursuant to Section 6(a)(v)), or by the Executive for Good Reason (pursuant to Section 6(a)(iv)), the Company shall (subject to the Executives entering into (and not revoking) a General Release with the Company in substantially the form attached hereto as Exhibit A (the Release)):
(i) Pay to the Executive as severance an amount equal to Executives then current Annual Base Salary in equal monthly installments during the period beginning on the Date of Termination and ending the first anniversary thereof; provided, however, that no amount shall be payable on or following the date the Executive first (A) breaches any of the covenants set forth in Sections 9(a) or 9(b) or (B) materially breaches any of the covenants set forth in Section 9(c) or 9(f), which is not remedied (if remediable) within 30 days after receipt of written notice from the Company specifying the breach;
(ii) Continue to provide, at the Companys expense, the Executive (and his eligible dependents) with the medical, dental and life insurance coverage in which he
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(and/or his eligible dependents) was participating as of the Date of Termination (at a level then in effect with respect to coverage and employee premiums) until the first anniversary of the Date of Termination. Notwithstanding the foregoing, no subsidy for medical or dental coverage described in the preceding sentence shall apply to the extent the Company reasonably determines that providing such subsidy would expose the Company (or any health plan thereof) to additional taxes or penalties with respect to the provision of such benefits on a discriminatory basis; and
(iii) Pay the Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses are paid for the year of termination.
(c) Certain Terminations after a Change in Control. If the Executives employment is terminated by the Company without Cause (pursuant to Section 6(a)(v)) or by the Executive for Good Reason (pursuant to Section 6(a)(iv)) during the period commencing on and ending 12-months after, a Change in Control, in any such case, the Company shall (subject to the Executives entering into (and not revoking) the Release):
(i) Pay to the Executive an amount equal to the product of (A) the sum of his then-current (i) Annual Base Salary and (ii) the greater of (1) the Bonus paid or payable to Executive with respect to the fiscal year ending immediately prior to the Date of Termination or (2) the Target Bonus for the year of termination, and (B) one; payable in cash in a lump sum as soon as reasonably practicable after such termination but in no event later than five (5) business days thereafter;
(ii) Continue to provide, at the Companys expense, the Executive (and his eligible dependents) with the medical, dental and life insurance coverage in which he (or his dependents) was participating as of the Date of Termination (at a level then in effect with respect to coverage and employee premiums) for twelve (12) months following the Date of Termination. Notwithstanding the foregoing, no subsidy for medical or dental coverage described in the preceding sentence shall apply to the extent the Company reasonably determines that providing such subsidy would expose the Company (or any health plan thereof) to additional taxes or penalties with respect to the provision of such benefits on a discriminatory basis; and
(iii) Pay Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses are paid for the year of termination;
(iv) All Restricted Stock units, Options and other equity compensation awards then held by the Executive shall become fully vested, free from restriction and/or exercisable for the balance of their respective terms with respect to all shares subject thereto; and
(v) Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that Sections 7(b) and 7(c) shall operate in the alternative.
(d) Termination by Reason of Disability or Death. If the Executives employment shall terminate by reason of his Disability (pursuant to Section 6(a)(ii)) or death (pursuant to Section 6(a)(i)), then the Company shall pay to the Executive (or Executives estate), when bonuses are paid for the year of termination, a pro-rated amount of the Executives Bonus for the fiscal year in which the Date of Termination occurs equal to the product of (i) the amount of the Bonus the Executive would have otherwise earned had he been employed by the
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Company on the last day of the fiscal year in which the Date of Termination occurs and (ii) the ratio of (A) the number of days elapsed during such fiscal year prior to the Date of Termination to (B) 365 (the Pro-Rata Bonus), and provide the Executive (and his eligible dependents), as applicable, with the continued health coverage described in Section 7(b)(ii).
(e) Survival. The expiration or termination of the Term shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration.
(f) No Mitigation/Set-Off. The Executive shall have no obligation to mitigate any payments due hereunder. Any amounts earned by the Executive from other employment shall not offset amounts due hereunder, except as provided in this Section 7. The Companys obligation to pay the Executive the amounts provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or its affiliates, except (i) as provided by Section 7 and/or (ii) for any specific, stated amounts owed by the Executive to the Company, in which case set-off shall be made in a manner consistent with the requirements of Code Section 409A.
8. Code Section 409A Compliance.
(a) Where Section 7 refers to the Executives termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions).
(b) Where the Agreement requires the following payments to be made to the Executive, the following rules shall apply, and any inconsistent provision is superseded:
(i) To the extent that this Agreement requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than 60 days after the occurrence of such event (or, if earlier, within 2 1⁄2 months following the end of the Executives taxable year in which such event occurs). The Executive may not designate the year such payment.
(ii) To the extent that any payment in Section 7 is contingent upon the Executive entering into a Release, the Executive shall sign and return the separation and release agreement within the reasonable time period designated by the Company, in order to assure that payment shall be made within the time period set forth in paragraph (i) above, but not prior to expiration of any period specified for revocation of the Release by the Executive. In the event such 60 day period crosses calendar years, severance payments shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the Release will be made on the next regularly scheduled payment date after such period ends.
(iii) To the extent that the Agreement provides for the reimbursement of specified expenses incurred by the Executive, such reimbursement shall be made in accordance with the provisions of the Agreement, but in no event later than the last day of the Executives taxable year following the taxable year in which the expense was incurred. The
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amount of expenses eligible for reimbursement or in-kind benefits provided by the Company in any taxable year of the Executive shall not affect the amount of expenses or in-kind benefits to be reimbursed or provided in any other year (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable).
(iv) Bonus otherwise payable under the Agreement after the end of a bonus plan performance period shall be paid within 2 1⁄2 months after the end of the fiscal year of the Company to which such Bonus relates.
(c) Payments in respect of the Executives termination of employment under Section 7 of the Agreement are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). As a result, (i) any payments that become vested as a result of the Executives termination of employment under Section 7 that are made on or before the 15th day of the third month of the calendar year following the calendar year of the Executives termination of employment, and (ii) any additional payments that are made on or before the last day of the second calendar year following the year of the Executives termination of employment and do not exceed the lesser of two times Base Salary or two times the limit under Code Section 401(a)(17) then in effect, and (iii) the payment of medical expenses within the applicable COBRA period, are exempt from the requirements of Code Section 409A.
(d) If the Executive is designated as a specified employee within the meaning of Code Section 409A (and Company is publicly traded on any securities market), to the extent that any deferred compensation payments to be made during the first six month period following Executives termination of employment exceed such exempt amounts, the payments shall be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month after Executives termination; provided, however, that if the Executive dies prior to the expiration of such six month period, payment to the Executives beneficiary shall be made as soon as practicable following the Executives death. The Company shall identify in writing delivered to the Executive any payments it reasonably determines are subject to delay under this Section 8(d).
(e) In no event shall the Company have any liability or obligation with respect to taxes for which the Executive may become liable as a result of the application of Code Section 409A.
9. Certain Restrictive Covenants.
(a) The Executive shall not, at any time during the Term or during the 12-month period following the Date of Termination (the Non-Compete Term) without the Boards prior written consent, as described below, directly or indirectly engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business; provided, however, that: (i) the Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Business; (ii) the Executive shall
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be permitted to acquire any investment through a mutual fund, private equity fund or other pooled account that is not controlled by the Executive and in which he has less than a five percent (5%) interest; or (iii) the Executive may provide services to a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division or Affiliate is not itself engaged in a Competitive Business and the Executive does not provide services to, or have any responsibilities regarding, the Competitive Business. At any time during the Non-Compete Term following the Date of Termination, the Executive may request in writing directed to the CEO that the Company consent to the Executives direct or indirect engagement in, ownership of equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business, which request the Company shall consider in good faith, but with regard to the best interests of the Company.
(b) During the 12 month period following the Date of Termination, the Executive shall not, directly or indirectly (i) recruit, hire or otherwise solicit any person employed by the Company, its subsidiaries, or any of their respective Affiliates as of the Termination Date; (ii) recruit, hire or otherwise solicit for employment any person known by the Executive (after reasonable inquiry) to be employed at the time by the Company, its subsidiaries, or any of their respective Affiliates as of the date of the solicitation; or (iii) recruit or otherwise solicit or induce any non-clerical employee, director, consultant, wholesale customer, vendor, supplier, lessor or lessee of the Company to terminate his or its employment or arrangement with the Company or otherwise change its relationship with the Company; provided, however, that nothing in this Section 9(b) shall prohibit the Executive from providing employment, personal or other references for any such Person or from general advertising for employees by the Executive or any Person of which the Executive is an employee or Affiliate.
(c) Except as the Executive deems necessary (or, in good faith, desirable) to be disclosed in connection with the performance of the Executives duties as an active employee of the Company hereunder, or as specifically set forth in this Section 9, the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Companys operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, business plans, designs, marketing or other business strategies, compensation paid to employees or other terms of employment, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. Notwithstanding anything herein to the contrary, nothing shall prohibit the Executive from disclosing any information (i) that is generally known by the public (unless such knowledge occurs as a result of the Executives breach of any portion of this Section 9(c)); (ii) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order the Executive to disclose or make accessible any information, provided that, unless otherwise prohibited by law and provided such information is not related to any illegal activities of the Company or any of its subsidiaries, the Executive shall provide the Company with prompt notice of any such requested
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or required disclosure and shall reasonably cooperate with the Company in any effort by the Company to prevent or otherwise contest such disclosure; or (iii) with respect to any other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).
(d) Upon termination of the Executives employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Companys customers, business plans, designs, marketing or other business strategies, products or processes, provided that the Executive may retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company; and (v) copies of minutes, presentation materials and personal notes from any meeting of the Board, or any committee thereof, while he was a member of the Board.
(e) The Executive shall reasonably cooperate with and assist the Company and its counsel at any time and in any manner reasonably required by the Company or its counsel (with due regard for the Executives other commitments if he is not employed by the Company) in connection with any investigation conducted by or on behalf of the Company or any litigation or other legal process affecting the Company of which the Executive has knowledge as a result of his employment with the Company (other than any litigation with respect to this Agreement). In any event, (i) in any matter subject to this Section 9(e), the Executive shall not be required to act against the best interests of any new employer or new business venture in which he is a partner or active participant and (ii) any request for such cooperation shall take into account (A) the significance of the matters at issue in the litigation, arbitration, proceeding or investigation and (B) the Executives other personal and business commitments. The Company agrees to provide the Executive reasonable notice in the event his assistance is required. The Company will reimburse the Executive for all reasonable expenses and costs he may incur as a result of providing such assistance, including lost wages (except during any period Executive may be receiving severance payments from the Company), travel costs and legal fees, provided that the Companys General Counsel believes such separate representation is warranted, and the Company approves the selection of counsel. The Executives entitlement to reimbursement of expenses, including legal fees pursuant to this Section 9(e), shall in no way affect the Executives rights to be indemnified and/or advanced expenses in accordance with the Companys corporate documents, insurance policies and/or in accordance with this Agreement.
(f) The Executive shall not disparage the Company, any of its products or practices, or any of its directors, officers, or employees, whether orally, in writing or otherwise, at any time. The Companys Senior Management and Board shall not disparage the Executive, whether orally, in writing or otherwise, at any time. Notwithstanding the foregoing: nothing in this Section 9(f) shall (i) limit the ability of the Company or the Executive, as applicable, to
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provide truthful testimony as required by law or any judicial or administrative process, or (ii) prevent the Company from (A) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (B) prevent any Person from making any truthful statement to the extent necessary in any litigation, arbitration or mediation proceeding involving this Agreement, including, but not limited to, the enforcement of this Agreement. In no event shall any termination of the Executives employment by the Company or the Executive for any reason constitute disparagement for purposes of this Section 9(f).
(g) The Executive agrees that all strategies, methods, processes, techniques, marketing plans, merchandising schemes, themes, layouts, mechanicals, trade secrets, copyrights, trademarks, patents, ideas, specifications and other material or work product (Intellectual Property) that the Executive creates, develops or assembles in connection with his employment hereunder shall become the permanent and exclusive property of the Company to be used in any manner it sees fit, in its sole discretion. The Executive shall not communicate to the Company any ideas, concepts, or other intellectual property of any kind (other than that required in his capacity as an officer of the Company) which (i) were earlier communicated to the Executive in confidence by any third party as proprietary information, or (ii) the Executive knows or has reason to know is the proprietary information of any third party. The Company and the Executive mutually agree that all Intellectual Property and work product created in connection with this Agreement, which is subject to copyright, shall be deemed to be work made for hire, and that all rights to copyrights shall be vested in the Company. If for any reason the Company cannot be deemed to have commissioned work made for hire, and its rights to copyright are thereby in doubt, then the Executive agrees not to claim to be the proprietor of the work prepared for the Company, and to irrevocably assign to the Company, at the Companys expense, all rights in the copyright of the work prepared for the Company.
(h) The Company and the Executive expressly acknowledge and agree that the agreements and covenants contained in this Section 9 are reasonable. In the event, however, that any agreement or covenant contained in this Section 9 shall be determined by any court of competent jurisdiction or arbitrator to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court or arbitrator in such action.
(i) As used in this Section 9, the term Company shall include the Company and any of its direct or indirect subsidiaries within the meaning of Code Section 424(f).
(j) Any limitation on the Executives activities or any forfeiture of benefits, equity or compensation based on violation of limitations on the Executives activities shall not be based on any limitation that is any broader than those set forth in this Section 9.
10. Specific Performance. It is recognized and acknowledged by the Executive and the Company that a breach by such Person of such Persons covenants contained in Section 9 will cause irreparable damage to the Company or the Executive, as applicable, and its or his
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goodwill or reputation, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the parties agree that in the event a party breaches any covenant contained in Section 9, in addition to any other remedy which may be available at law or in equity (or under any other agreement between the Company and the Executive), the other party will be entitled to specific performance and injunctive relief.
11. Purchases and Sales of the Companys Securities. The Executive agrees to use his reasonable best efforts to comply in all respects with the Companys applicable written policies regarding the purchase and sale of the Companys securities by employees, as such written policies may be amended from time to time and disclosed to the Executive. In particular, and without limitation, the Executive agrees that he shall not purchase or sell Company securities while an employee during any trading blackout period as may be determined by the Company and set forth in the Companys applicable written policies from time to time.
12. Cooperation Regarding Insurance. The Company and/or any of its subsidiaries, divisions or Affiliates may, from time to time, apply for and obtain, for its or their benefit and at its or their sole expense, key man life, health, accident, disability, or other insurance upon the Executive, in any amounts that it or they may deem necessary or desirable to protect its or their respective interests, and the Executive agrees to reasonably cooperate with and assist the Company or any such subsidiary, division or Affiliate in obtaining any and all such insurance by submitting to all reasonable medical examinations, if any, and by filling out, executing and delivering any and all insurance applications and other instruments as may be reasonably necessary to obtain such insurance.
13. Representations.
(a) The Executive hereby represents and warrants, to the best of his knowledge, that he is not a party to or bound by any agreement, arrangement or understanding, written or otherwise, which prohibits or in any manner restricts his ability to enter into and fulfill his obligations under this Agreement (other than confidentiality obligations with any of the Executives prior employers). The parties acknowledge and agree that the Executive shall not use or disclose, or be permitted to use or disclose, any confidential or proprietary information belonging to any prior employer in connection with the performance of his duties under this Agreement.
(b) The Company represents and warrants that (i) it is fully authorized to enter into this Agreement and perform its obligations; (ii) the execution, delivery and performance of this Agreement by it does not and will not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which it is a party or by which it is bound; and (iii) upon the execution and delivery of this Agreement by the parties, this Agreement shall be a valid and binding obligation of the Company, enforceable against it in accordance with its terms.
14. Delegation and Assignment. The Executive shall not delegate his employment obligations under this Agreement to any other person. The Company may not assign any of its obligations hereunder other than to any entity that acquires (by purchase, merger or otherwise)
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all or substantially all of the Voting Stock or assets of the Company, provided such acquirer promptly assumes all of the obligations hereunder of the Company in a writing delivered to the Executive. In the event of the Executives death while he is receiving severance hereunder, the remainder shall be paid to his estate. In the event of a merger or other combination, or the sale or liquidation of business and assets, the Company shall use its reasonable best efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder.
15. Notices. Any written notice required by this Agreement will be deemed provided and delivered to the intended recipient when (a) delivered in person by hand; or (b) three (3) days after being sent via U.S. certified mail, return receipt requested; or (c) one (1) day after being sent via by overnight courier, in each case when such notice is properly addressed to the following address and with all postage and similar fees having been paid in advance:
If to the Company:
Monster Worldwide, Inc.
622 Third Avenue
New York, New York 10017
Attn: General Counsel
with a copy to:
Seyfarth Shaw LLP
620 Eighth Avenue, 31st Floor
New York, NY 10018
Attn: Robert Nobile, Esq.
If to the Executive: to him at the most recent address in the Companys records.
Either party may change the address to which notices, requests, demands and other communications to such party shall be delivered personally or mailed by giving written notice to the other party in the manner described above.
16. Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors and, where applicable, permitted assigns.
17. Entire Agreement. This Agreement and any indemnification agreement between the Executive and the Company constitute the entire agreement between the parties with respect to the subject matter described in this Agreement and supersedes all prior agreements, understandings and arrangements, both oral and written, between the parties with respect to such subject matter. This Agreement may not be modified, amended, altered or rescinded in any manner, except by written instrument signed by both of the parties hereto; provided, however, that the waiver by either party of a breach or compliance with any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or compliance.
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18. Severability. In case any one or more of the provisions of this Agreement shall be held by any court of competent jurisdiction or any arbitrator selected in accordance with the terms hereof to be illegal, invalid or unenforceable in any respect, such provision shall have no force and effect, but such holding shall not affect the legality, validity or enforceability of any other provision of this Agreement; provided, however, that subsequent to the severing of such provision from this Agreement, the parties shall negotiate in good faith to amend this Agreement to contain an enforceable provision (if at all possible) representing the intent of the parties with respect to such severed provision.
19. Dispute Resolution and Arbitration. In the event that any dispute arises between the Company and the Executive regarding or relating to this Agreement and/or any aspect of the Executives employment relationship with the Company, AND IN LIEU OF LITIGATION AND A TRIAL BY JURY, the parties consent to resolve such dispute through mandatory arbitration in New York City under the then prevailing rules of the Judicial Arbitration and Mediation Services (JAMS), before a single arbitrator mutually agreed to by the parties, or, if an arbitrator has not been agreed upon by the 60th day of the demand for arbitration by either party, appointed by JAMS. The parties hereby consent to the entry of judgment upon award rendered by the arbitrator in any court of competent jurisdiction. Notwithstanding the foregoing, however, should adequate grounds exist for seeking immediate injunctive or immediate equitable relief, any party may seek and obtain such relief in a court of competent jurisdiction as set forth herein. The parties hereby consent to the exclusive jurisdiction in the state and Federal courts of or in the State of New York for purposes of seeking such injunctive or equitable relief as set forth above. The parties acknowledge and agree that, in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including without limitation its own legal fees and expenses, and (b) joint expenses shall be borne equally among the parties. Notwithstanding the foregoing, the arbitrator may cause the losing party to pay to the winning party (each as determined by the arbitrator consistent with its decision on the merits of the arbitration) an amount equal to any reasonable out-of-pocket costs and expenses incurred by the winning party with respect to such arbitration (as may be equitably determined by the arbitrator).
20. Choice of Law. The Executive and the Company intend and hereby acknowledge that jurisdiction over disputes with regard to this Agreement, and over all aspects of the relationship between the parties hereto, shall be governed by the laws of the State of New York without giving effect to its rules governing conflicts of laws.
21. Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement.
22. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word including shall mean including without limitation. If
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any provision of any agreement, plan, program, policy, arrangement or other written document between or relating to the Company and the Executive conflicts with any provision of this Agreement, the provision of this Agreement shall control and prevail, unless the parties otherwise agree with specific reference to this Section 22.
23. Counterparts. This Agreement may be executed in any number of counterparts and by facsimile or pdf, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
24. Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold pursuant to applicable law. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.
25. Survivorship. Except as otherwise expressly set forth in this Agreement, to the extent necessary to carry out the intentions of the parties hereunder, the respective rights and obligations of the parties hereunder shall survive any termination of the Executives employment.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.
MONSTER WORLDWIDE, INC. | ||
/s/ Lise Poulos | ||
By: | Lise Poulos | |
Its: | Executive Vice President | |
Chief Administrative Officer | ||
EXECUTIVE | ||
/s/ Michael McGuinness | ||
Michael McGuinness |
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EXHIBIT A
General Release
IN CONSIDERATION OF good and valuable consideration, the receipt of which is hereby acknowledged, and in consideration of the terms and conditions contained in the Employment Agreement, dated as of May 28, 2012, (the Agreement) by and between Michael McGuinness (the Executive) and Monster Worldwide, Inc. (the Company), the Executive on behalf of himself and his heirs, executors, administrators, and assigns, releases and discharges the Company and its past present and future subsidiaries, divisions, affiliates and parents, and their respective current and former officers, directors, employees, agents, and/or owners, and their respective successors, and assigns and any other person or entity claimed to be jointly or severally liable with the Company or any of the aforementioned persons or entities (the Released Parties) from any and all manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, and demands whatsoever (Losses) which the Executive and his heirs, executors, administrators, and assigns have, had, or may hereafter have, against the Released Parties or any of them arising out of or by reason of any cause, matter, or thing whatsoever from the beginning of the world to the date hereof, including without limitation, any and all matters relating to the Executives employment by the Company and the cessation thereof, and any and all matters arising under any federal, state, or local statute, rule, or regulation, or principle of contract law or common law, including but not limited to, the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the ADEA), the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., the New York State and New York City Human Rights Laws, the New York Labor Laws, and any other equivalent or similar federal, state, or local statute; provided, however, that the Executive does not release or discharge the Released Parties from any of the Companys obligations to him under the Agreement, any vested benefit the Executive may be due under a tax qualified plan sponsored or maintained by the Company, Executives right to challenge the validity of this Release under the ADEA, or Executives right to file an administrative charge of discrimination with the Equal Employment Opportunity Commission (EEOC) or a state fair employment agency. Executive agrees, however, that should he file a claim with the EEOC or a state agency, he waives his right to monetary or any other form of recovery or relief in connection with any claims he may file or which may be filed on his behalf by a third party. It is understood that nothing in this general release is to be construed as an admission on behalf of the Released Parties of any wrongdoing with respect to the Executive, any such wrongdoing being expressly denied.
The Executive represents and warrants that he fully understands the terms of this general release, that he has been encouraged to seek, and has sought, the benefit of advice of legal counsel, and that he knowingly and voluntarily, of his own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as his own free act. Except as otherwise provided herein, the Executive understands that as a result of executing this general release, he will not have the right to assert that the Company or any other of the Released Parties unlawfully terminated his employment or violated any of his rights in connection with his employment or otherwise.
19
The Executive further represents and warrants that he has not filed, and will not initiate, or cause to be initiated on his behalf any complaint, charge, claim, or proceeding against any of the Released Parties before any federal, state, or local agency, court, or other body relating to any claims barred or released in this General Release thereof, and will not voluntarily participate in such a proceeding except as specifically set forth herein. The Executive shall not accept any relief obtained on his behalf by any government agency, private party, class, or otherwise with respect to any claims covered by this General Release.
The Executive may take twenty-one (21) days to consider whether to execute this General Release. Upon the Executives execution of this general release, the Executive will have seven (7) days after such execution in which he may revoke such execution. In the event of revocation, the Executive must present written notice of such revocation to the office of the Companys Corporate Secretary, which must be sent by email, by messenger, or by regular mail, postmarked during this seven (7) day period. If no receipt of such notice of revocation is duly received, this General Release shall become binding and effective.
INTENDING TO BE LEGALLY BOUND, I hereby set my hand below:
|
Dated: |
20
Exhibit 21.1
Subsidiaries of Monster Worldwide, Inc.*
Name of Entity | Jurisdiction | |
MonsterTrak Corporation |
California | |
Affinity Labs, LLC |
Delaware | |
FastWeb, LLC |
Delaware | |
FinAid Page, L.L.C. |
Delaware | |
KJB Holding Corp. |
Delaware | |
Military Advantage, Inc. |
Delaware | |
Monster Asia Pacific Holding Corp. |
Delaware | |
Monster CZ Holdings, LLC |
Delaware | |
Monster Emerging Markets, LLC |
Delaware | |
Monster Government Solutions, LLC |
Delaware | |
Monster International Holding Corp. |
Delaware | |
Monster Labs, LLC |
Delaware | |
Monster Worldwide South Carolina, Inc. |
Delaware | |
Monster Worldwide Technologies, LLC |
Delaware | |
OCC.com Inc. |
Delaware | |
PWP, LLC |
Delaware | |
Tickle Inc. |
Delaware | |
TMAT Inc. |
Delaware | |
Trovix Inc. |
Delaware | |
Monster Worldwide Austria GmbH |
Austria | |
Monster Belgium NV |
Belgium | |
Monster Worldwide Canada Inc. |
Canada | |
Monster Worldwide Holdings Canada Inc. |
Canada | |
Monster Technologies Prague s.r.o. |
Czech Republic | |
Monster Worldwide C.Z. s.r.o. |
Czech Republic | |
Monster Executive Services Limited |
England | |
Monster Worldwide Holdings Limited |
England | |
Monster Worldwide Limited |
England | |
Monster Worldwide SAS |
France | |
Monster Worldwide Deutschland GmbH |
Germany | |
Monster Worldwide Deutschland Holdings GmbH |
Germany | |
Monster.com Asia Ltd. |
Hong Kong | |
Monster.com Asia Pacific Ltd. |
Hong Kong | |
Monster.com HK Ltd. |
Hong Kong | |
Monster.com India Pvt. Ltd. |
India | |
Monster Worldwide Holdings (Ireland) Ltd. |
Ireland | |
Monster Worldwide Ireland Limited |
Ireland | |
Monster Italia Srl |
Italy | |
TMP Worldwide Italia SpA |
Italy | |
Monster Luxembourg SA |
Luxembourg | |
Monster Malaysia Sdn Bhd. |
Malaysia | |
Monster Technologies Malaysia Sdn Bhd. |
Malaysia | |
Monster Worldwide Netherlands B.V. |
Netherlands | |
Monster Worldwide Netherlands Holding B.V. |
Netherlands | |
Monster Worldwide Norway AS |
Norway |
Subsidiaries of Monster Worldwide, Inc.*
Name of Entity | Jurisdiction | |
Monster Recruitment Limited Liability Company |
Russia | |
Monster.com SG Pte. Ltd. |
Singapore | |
JobKorea Ltd. |
South Korea | |
Monster Worldwide, SL |
Spain | |
Monster Worldwide Scandinavia AB |
Sweden | |
Monster Services & Consulting GmbH |
Switzerland | |
Monster Worldwide Switzerland AG |
Switzerland |
* | The names of certain subsidiaries have been omitted from this Exhibit 21.1 in accordance with applicable rules. The omitted subsidiaries, considered in the aggregate as a single subsidiary, did not constitute a significant subsidiary (as defined in Rule 1-02(v) of Regulation S-X) at December 31, 2013. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Monster Worldwide, Inc.
New York, New York
We hereby consent to the incorporation by reference in its Registration Statements on Form S-8 (Nos. 333-81843, 333-63631, 333-50699, 333-18937, 333-131899, 333-151430, 333-160196 and 333-175606) of Monster Worldwide, Inc., of our reports dated February 10, 2014, relating to the Companys consolidated financial statements and the effectiveness of Monster Worldwide, Inc.s internal control over financial reporting, which appear in the Form 10-K.
/s/ BDO USA, LLP
New York, New York
February 10, 2014
Exhibit 31.1
CERTIFICATION
PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Salvatore Iannuzzi, certify that:
(1) I have reviewed this annual report on Form 10-K of Monster Worldwide, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
(5) The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
By: | /s/ Salvatore Iannuzzi | |
Salvatore Iannuzzi | ||
Chairman of the Board, President and | ||
Chief Executive Officer |
Date: February 10, 2014
Exhibit 31.2
CERTIFICATION
PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James M. Langrock, certify that:
(1) I have reviewed this annual report on Form 10-K of Monster Worldwide, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
(5) The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
By: | /s/ James M. Langrock | |
James M. Langrock | ||
Executive Vice President and Chief Financial Officer |
Date: February 10, 2014
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Monster Worldwide, Inc. (the Company) on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Salvatore Iannuzzi, Chairman of the Board, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: | /s/ Salvatore Iannuzzi | |
Salvatore Iannuzzi | ||
Chairman of the Board, President and | ||
Chief Executive Officer |
February 10, 2014
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Monster Worldwide, Inc. and will be retained by Monster Worldwide, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Monster Worldwide, Inc. (the Company) on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, James M. Langrock, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: | /s/ James M. Langrock | |
James M. Langrock | ||
Executive Vice President and Chief Financial Officer |
February 10, 2014
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Monster Worldwide, Inc. and will be retained by Monster Worldwide, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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COMMITMENTS (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Future Minimum Lease Commitments under Non-Cancelable Operating Leases and Minimum Rentals to be Received under Non-Cancelable Subleases | The following table presents future minimum lease commitments under non-cancelable operating leases and minimum rentals to be received under non-cancelable subleases at December 31, 2013:
|
Restructuring and Other Special Charges - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2012
Two Thousand Eleven Restructuring Plan
|
Dec. 31, 2012
Restructuring Fiscal 2012 Plan
Restructuring Actions
Person
|
Dec. 31, 2013
Restructuring November 2012 Plan
Restructuring Actions
Person
|
|
Restructuring Cost and Reserve [Line Items] | |||
Benefit related to restructuring activities | $ 19,300 | ||
Number of Associates notified | 325 | 400 | |
Voluntary Retirement | 60 | ||
Number of Associates to be reduced from current work force | 385 |
Stock Option Activity (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Shares | |||
Outstanding as of the beginning of the period | 1,029 | 1,560 | 2,135 |
Exercised | (3) | (1) | |
Forfeited/expired/cancelled | (101) | (528) | (574) |
Outstanding at the end of the period | 928 | 1,029 | 1,560 |
Options exercisable at end of period | 928 | 1,029 | 1,538 |
Aggregate intrinsic value of options exercised during the period | $ 2 | $ 4 | |
Weighted Average Exercise Price | |||
Outstanding as of the beginning of the period | $ 29.04 | $ 24.10 | $ 27.31 |
Exercised | $ 9.11 | $ 25.25 | |
Forfeited/expired/cancelled | $ 23.27 | $ 29.10 | $ 36.00 |
Outstanding at the end of the period | $ 29.68 | $ 29.04 | $ 24.10 |
Options exercisable at end of period | $ 29.68 | $ 29.04 | $ 24.05 |
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