UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 27, 2005

 

Monster Worldwide, Inc.

(Exact name of issuer as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

0-21571

 

13-3906555

(Commission File Number)

 

(IRS Employer Identification No.)

 

622 Third Avenue

New York, NY 10017

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code (212) 351-7000

 

None

(Former Name or Former Address, if Changed Since Last Report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications  pursuant to Rule 425 under the Securities Act

 

o            Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act

 

o            Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the Exchange Act

 

o            Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the Exchange Act

 

 


 

ITEM 2.02              RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

On July 27, 2005, Monster Worldwide, Inc. (the “Company”) announced its results of operations for the three and six month periods ended June 30, 2005. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Included in the press release and the supplemental financial information issued by the Company and furnished herewith as Exhibits 99.1 and 99.2, are certain non-GAAP financial measures.  The Company has provided certain non-GAAP financial information as additional information for its operating results.  These measures are not in accordance with, or an alternative for, generally accepted accounting principles (“GAAP”) and may be different from non-GAAP measures reported by other companies.  The Company believes that its presentation of non-GAAP measures such as operating income before depreciation and amortization, net cash and free cash flow, provide useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations.  In addition, the Company’s management uses these measures for reviewing the financial results of the Company and for budgeting and planning purposes.

 

Operating income before depreciation and amortization is defined as income from operations before depreciation, amortization of intangible assets and amortization of stock based compensation. The Company considers operating income before depreciation and amortization to be an important indicator of its operational strength. This measure eliminates the effects of depreciation, amortization of intangible assets and amortization of stock based compensation from period to period, which the Company believes is useful to management and investors in evaluating its operating performance.  Operating income before depreciation and amortization is a non-GAAP measure and may not be comparable to similarly titled measures reported by other companies.

 

Free cash flow is defined as cash flow from operating activities less capital expenditures.  Free cash flow is considered a liquidity measure and provides useful information about the Company’s ability to generate cash after investments in property and equipment.  Free cash flow reflected herein is a non-GAAP measure and may not be comparable to similarly titled measures reported by other companies.  Free cash flow does not reflect the total change in the Company’s cash position for the period and should not be considered a substitute for such a measure.

 

ITEM 7.01              REGULATION FD DISCLOSURE

 

The Company has provided certain supplemental financial information that can be accessed through the Company’s Investor Relations website at http://ir.monsterworldwide.com.  This information is attached hereto as Exhibit 99.2.  Such financial information is historical financial information of the Company that has been reclassified to reflect the historical results of the Directional Marketing businesses as discontinued operations, following the second quarter 2005 sale of these businesses.  Additionally, the Company has reclassified its historical segment information to present a Corporate operating segment, which reflects certain direct corporate costs and allocated expenses. Historical operating expenses and operating margins associated with the Monster and Advertising & Communications divisions have been restated to reflect this new segment presentation.

 

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ITEM 9.01.             FINANCIAL STATEMENTS AND EXHIBITS.

 

(a)           Financial Statements of Businesses Acquired.

 

Not Applicable.

 

(b)           Pro Forma Financial Information.

 

Note Applicable.

 

(c)           Exhibits.

 

99.1         Press Release of the Company issued on July 27, 2005, relating to its second quarter 2005 results.

 

99.2         Supplemental Financial Information.

 

(All other items on this report are inapplicable.)

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

MONSTER WORLDWIDE, INC.

 

(Registrant)

 

 

 

 

 

By:

/s/ Charles Baker

 

 

 

Charles Baker

 

 

Chief Financial Officer

 

 

 

 

Dated: July 27, 2005