Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ManpowerGroup Inc. | form_8k.htm |
| EX-99.3 - SUMMARY OF RESTATED RESULTS - ManpowerGroup Inc. | exhibit_99-3.htm |
| EX-99.1 - PRESS RELEASE DATED FEBRUARY 2, 2010 - ManpowerGroup Inc. | exhibit_99-1.htm |
Helping
Clients and Candidates
Win for Over
Six
Decades
2010 February
2
MANPOWER
INC.
2009
4th Quarter
Results
Exhibit
99.2
2
Manpower Inc. 2009
4th Quarter
Results
This presentation
includes forward-looking statements, including earnings projections and the
timing,
completion and results of the proposed transaction, which are subject to risks and uncertainties.
Actual results might differ materially from those projected in the forward-looking statements.
Additional information concerning factors that could cause actual results to materially differ from
those in the forward-looking statements is contained in the Company’s Annual Report on Form 10-K
dated December 31, 2008, which information is incorporated herein by reference, and such other
factors as may be described from time to time in the Company’s SEC filings.
completion and results of the proposed transaction, which are subject to risks and uncertainties.
Actual results might differ materially from those projected in the forward-looking statements.
Additional information concerning factors that could cause actual results to materially differ from
those in the forward-looking statements is contained in the Company’s Annual Report on Form 10-K
dated December 31, 2008, which information is incorporated herein by reference, and such other
factors as may be described from time to time in the Company’s SEC filings.
This presentation
was issued by Manpower Inc. on February 2, 2010 and does not constitute an
offer
of any securities for sale. The exchange offer described herein has not commenced. Manpower
intends to commence an exchange offer and file a Schedule TO and a registration statement on
Form S-4, and COMSYS IT Partners, Inc. intends to file a Solicitation/Recommendation Statement
on Schedule 14D-9, with the Securities and Exchange Commission in connection with the
transaction. Manpower and COMSYS expect to mail a Preliminary Prospectus, the Schedule 14D-9
and related exchange offer materials to stockholders of COMSYS. These documents, however, are
not currently available. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
DOCUMENTS CAREFULLY WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT MANPOWER, COMSYS AND THE TRANSACTION.
Documents filed by Manpower with the SEC may be obtained without charge at the SEC's website at
www.sec.gov and at Manpower's website at www.manpower.com. Documents filed by COMSYS
with the SEC may be obtained without charge at the SEC's website and at COMSYS' website at
www.comsys.com.
of any securities for sale. The exchange offer described herein has not commenced. Manpower
intends to commence an exchange offer and file a Schedule TO and a registration statement on
Form S-4, and COMSYS IT Partners, Inc. intends to file a Solicitation/Recommendation Statement
on Schedule 14D-9, with the Securities and Exchange Commission in connection with the
transaction. Manpower and COMSYS expect to mail a Preliminary Prospectus, the Schedule 14D-9
and related exchange offer materials to stockholders of COMSYS. These documents, however, are
not currently available. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
DOCUMENTS CAREFULLY WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT MANPOWER, COMSYS AND THE TRANSACTION.
Documents filed by Manpower with the SEC may be obtained without charge at the SEC's website at
www.sec.gov and at Manpower's website at www.manpower.com. Documents filed by COMSYS
with the SEC may be obtained without charge at the SEC's website and at COMSYS' website at
www.comsys.com.
Forward-Looking
Statement
3
Manpower Inc. 2009
4th Quarter
Results
(1) Excludes
non-recurring items for 2009 and 2008 as set forth on page 15.
90%
CC
4%
12%
CC
220
bps
Operating
Profit $43M
OP
Margin 1.0%
Revenue $4.4B
Gross
Margin 17.1%
EPS
$.37
360
bps
62%
71%
75%
CC
Q4
Highlights
Throughout
this presentation, the difference between reported variances and Constant
Currency (CC) variances
represents the impact of currency on our financial results. Constant Currency is further explained on our Web site.
represents the impact of currency on our financial results. Constant Currency is further explained on our Web site.
Consolidated
Financial Highlights
As
Reported
Reported
49%
CC
4%
12%
CC
220
bps
140
bps
44%
54%
60%
CC
Excluding
Non-recurring
Items
Items
(1)
4
Manpower Inc. 2009
4th Quarter
Results
Consolidated Gross
Margin Change
Impact
of Non-recurring Items
= - 1.4%
= - 1.4%
5
Manpower Inc. 2009
4th Quarter
Results
1%
CC
(1) Included in these
amounts is the US, which had revenue of $436M (-6%) and OUP of
$(5M).
(2) Excludes the impact
of the reorganization charges of $1.3M in 2009 and $3.0M in 2008.
1%
CC
0%
Excluding
Non
-recurring
Items
-recurring
Items
Americas
Segment
(16% of Revenue)
(16% of Revenue)
Q4
Financial Highlights
OUP
Margin
0.1%
Revenue
$720M
OUP
$1M
40
bps
As
Reported
Reported
20
bps
Operating
Unit Profit (OUP) is the measure that we use to evaluate
segment
performance. OUP is equal to segment revenues less direct costs and branch and
national headquarters operating costs.
performance. OUP is equal to segment revenues less direct costs and branch and
national headquarters operating costs.
53%
CC
56%
(1)
(2)
0%
54%
CC
55%
6
Manpower Inc. 2009
4th Quarter
Results
Americas - Q4
Revenue Growth YoY
Revenue
Growth - CC
Revenue
Growth
%
of Segment
Revenue
61%
14%
8%
17%
(1)
(1) On an organic
basis, US revenue decreased 8% in USD.
7
Manpower Inc. 2009
4th Quarter
Results
France
Segment
(29% of Revenue)
(29% of Revenue)
Q4
Financial Highlights
OUP
Margin
0.4%
Revenue
$1.3B
OUP
$5M
3%
14%
CC
290
bps
80%
82%
CC
(1) Excludes the impact
of $4.7M of reorganization charges in 2009, and the business tax refund
of
$48.2M, the payroll tax adjustment of $14.5M and reorganization charges of $2.7M in 2008 (net
favorable impact $60.0M).
$48.2M, the payroll tax adjustment of $14.5M and reorganization charges of $2.7M in 2008 (net
favorable impact $60.0M).
As
Reported
Reported
3%
14%
CC
770
bps
95%
96%
CC
(1)
Excluding
Non
-recurring
Items
-recurring
Items
8
Manpower Inc. 2009
4th Quarter
Results
Excluding
Non
-recurring
Items
-recurring
Items
EMEA
Segment
(40% of Revenue)
(40% of Revenue)
Q4
Financial Highlights
OUP
Margin
2.1%
Revenue
$1.7B
OUP
$36M
7%
15%
CC
200
bps
48%
54%
CC
As
Reported
Reported
7%
15%
CC
120
bps
41%
47%
CC
(2)
(1) Included in these
amounts is Italy, which had revenue of $269M (-11% in USD, -20% in CC) and OUP
of
$11M (-55% in USD, -60% in CC).
$11M (-55% in USD, -60% in CC).
(2) Excludes the impact
of the reorganization charges of $6.4M in 2009 and $21.2M in 2008.
(1)
9
Manpower Inc. 2009
4th Quarter
Results
EMEA -
Q4 Revenue Growth YoY
Revenue
Growth - CC
Revenue
Growth
%
of Segment
Revenue
15%
14%
13%
11%
10%
6%
22%
9%
10
Manpower Inc. 2009
4th Quarter
Results
4%
6%
CC
(1) Excludes the impact
of the reorganization charges of $0.4M in 2009 and $0.8M in 2008.
Excluding
Non
-recurring
Items
-recurring
Items
Asia
Pacific Segment
(11% of Revenue)
(11% of Revenue)
Q4
Financial Highlights
OUP
Margin
1.5%
Revenue
$469M
OUP
$7M
170
bps
As
Reported
Reported
4%
6%
CC
180
bps
N/A
(1)
N/A
N/A
N/A
11
Manpower Inc. 2009
4th Quarter
Results
Asia
Pacific - Q4 Revenue Growth YoY
Revenue
Growth - CC
Revenue
Growth
%
of Segment
Revenue
55%
22%
23%
12
Manpower Inc. 2009
4th Quarter
Results
Right
Management Segment
(3% of Revenue)
(3% of Revenue)
Q4
Financial Highlights
OUP
Margin
16.0%
Revenue
$130M
OUP
$21M
5%
1%
CC
100
bps
12%
6%
CC
(1) Excludes the impact
of the reorganization charges of $1.5M in 2008.
As
Reported
Reported
5%
1%
CC
230
bps
22%
16%
CC
(1)
Excluding
Non
-recurring
Items
-recurring
Items
13
Manpower Inc. 2009
4th Quarter
Results
Excluding
Non
-recurring
Items
-recurring
Items
Jefferson Wells
Segment
(1% of Revenue)
(1% of Revenue)
Q4
Financial Highlights
OUP
Margin
-
8.6%
Revenue
$43M
OUP
$(4M)
32%
50
bps
N/A
As
Reported
Reported
32%
1300
bps
N/A
(1)
(1) Excludes the impact
of the reorganization charges of $7.8M in 2008.
14
Manpower Inc. 2009
4th Quarter
Results
Financial
Highlights
15
Manpower Inc. 2009
4th Quarter
Results
Q4
Non-recurring Items
($ in
millions, except per share amounts)
16
Manpower Inc. 2009
4th Quarter
Results
Full
Year Non-recurring Items
($ in
millions, except per share amounts)
(1) Reorganization
expense was $6.9M pretax in Q1($0.06 per share), $13.0M in Q2 ($0.11 per share),
$0.9M in
Q3 ($0.01 per share) and $12.7M in Q4 ($0.11 per share).
Q3 ($0.01 per share) and $12.7M in Q4 ($0.11 per share).
(1)
17
Manpower Inc. 2009
4th Quarter
Results
Other
(26)
Change
in Cash
141
337
(39)
Cash
Flow Summary - Full Year
2009
2008
Cash
from Operations
414
792
Capital
Expenditures
(35)
(93)
Free
Cash Flow
379
699
Share
Repurchases
-
(125)
Change
in Debt
(22)
79
($ in
millions)
Effect
of Exchange Rate Changes
37
(35)
Acquisitions
of Businesses,
net of
cash acquired
(242)
(227)
18
Manpower Inc. 2009
4th Quarter
Results
2009
Balance
Sheet Highlights
Total
Debt
($ in
millions)
Total
Debt to
Total
Capitalization
Total
Debt
Net
Debt
2009
19
Manpower Inc. 2009
4th Quarter
Results
Credit
Facilities as of December 31, 2009
($ in millions)
($ in millions)
(a)
(a)
Effective October 16,
2009, we amended our Revolving Credit Agreement. The
amendment reduces the size of the facility from $625M to
$400M and revises covenant levels and pricing. The amended agreement requires, as of December 31, that we comply with a Debt-to-
EBITDA ratio of less than 5.25 to 1 and a fixed charge coverage ratio of greater than 1.25 to 1. As defined in the agreement, we had a Debt-to
-EBITDA ratio of 3.64 and a fixed charge coverage ratio of 1.55 as of December 31, 2009.
$400M and revises covenant levels and pricing. The amended agreement requires, as of December 31, that we comply with a Debt-to-
EBITDA ratio of less than 5.25 to 1 and a fixed charge coverage ratio of greater than 1.25 to 1. As defined in the agreement, we had a Debt-to
-EBITDA ratio of 3.64 and a fixed charge coverage ratio of 1.55 as of December 31, 2009.
On
October 16, 2009, we elected to repay the €100M ($143M) borrowing under the
agreement and terminated the related interest rate swaps.
There are currently no outstanding borrowings under the agreement.
There are currently no outstanding borrowings under the agreement.
Interest
Rate
Maturity
Date
Total
Outstanding
Remaining
Available
Euro
Notes:
-
Euro 200M
4.86%
June
2013
286
-
-
Euro 300M
4.58%
June
2012
429
-
Revolving
Credit Agreement
2.78%
Nov
2012
-
391
368
Uncommitted
lines and Other
Various
Various
42
Total
Debt
757
759
(b)
(b)
Total
additional borrowings are limited to $334 million due to the Revolving Credit
Agreement covenants.
20
Manpower Inc. 2009
4th Quarter
Results
First
Quarter Outlook
Revenue
Up
9-11%
(Up
0-2% CC)
Total
Gross
Profit Margin
16.8-17.0%
Operating
Profit Margin
(0.2) -
0.2%
Tax
Rate
40%
EPS
Loss of
$0.05-$0.15
(Pos. $.03 Currency)
Americas
Up
17-19%
France
Up
13-15%
(Up
5-7% CC)
Up
8-10%
Asia
Pacific
(Down
0-2% CC)
Jefferson
Wells
Right
Management
Down
18-20%
(Down
23-25% CC)
Down
20-22%
EMEA
(Down
2-4% CC)
Up
7-9%
(Up
13-15% CC)
COMSYS
Acquisition
2010 February
MANPOWER
INC.
Strategic
Rationale
• Increased capability
to service clients’ IT requirements
• Stronger platform in
higher growth market
• Enhances business
mix, with over 20% of company
revenue now coming from specialty services
revenue now coming from specialty services
• Good cultural
fit
22
Manpower Inc. -
COMSYS Acquisition
COMSYS
Business Overview
• Third largest IT
staffing and managed solutions company
in the U.S. with $650 million in revenue
in the U.S. with $650 million in revenue
– Project
Management
– Business
Analysis
– Network
Infrastructure
– Business
Intelligence
• National footprint
with 52 branches
• Diversified client
base across several high growth
industry sectors
industry sectors
23
Manpower Inc. -
COMSYS Acquisition
– Applications
Programming and Development
– Quality Assurance
and Testing
– Workforce Solutions
(RPO and MSP)
Combined
Business
• Combined revenue of
Manpower Professional and
COMSYS will be over $2.5 billion
COMSYS will be over $2.5 billion
• Combined number of
contractors on assignment daily
will be over 25,000
will be over 25,000
• Combined footprint
will be 400 offices
• Combined MSP
offering will be total flow through dollars
of $3.5 billion
of $3.5 billion
24
Manpower Inc. -
COMSYS Acquisition
25
Manpower Inc. -
COMSYS Acquisition
(1) Forecast based upon
management guidance issued January 6, 2010.
(2) Excludes one-time
items.
(1)
(1)
(6.0%) (6.3%) (6.8%) (6.0%) (4.0%)
(2)
Acquisition
Summary
• Purchase
Price: $17.65
per share
• Equity Value: $378
million, including net settlement
of stock options, restricted stock and
warrants
of stock options, restricted stock and
warrants
• Debt
Retired: $53
million, net debt outstanding as of
January 31, 2010
January 31, 2010
26
Manpower Inc. -
COMSYS Acquisition
Acquisition
Summary
• Consideration: 50%
stock / 50% cash,
with option to pay all cash
with option to pay all cash
• Tender
Offer: Expected
to commence March 2010
• Expected
Closing: April
2010
• Approvals: Normal
regulatory
27
Manpower Inc. -
COMSYS Acquisition
Acquisition
Summary
• Synergies: $20
million (3% of revenue) by 2011
• Tax NOL: $35
million (NPV) tax shelter utilized
over next 10 years
over next 10 years
• Integration
Costs: $18
million
• EPS
Accretive: 10
cents accretive in 2010
excluding intangible amortization
excluding intangible amortization
28
Manpower Inc. -
COMSYS Acquisition
Manpower
Inc.
Questions?
Answers