UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| |
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2008
or
| |
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 1-6686
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
| Delaware |
|
13-1024020 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
1114 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices) (Zip Code)
(212) 704-1200
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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 x No ¨
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 definition of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer x 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 x
The number of shares of the registrants common stock outstanding as of July 18, 2008 was 476,471,942.
INDEX
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Page No. |
| PART I. FINANCIAL INFORMATION |
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| Item 1. |
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Financial Statements (Unaudited) |
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Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007 |
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3 |
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Condensed Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007 |
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4 |
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Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007 |
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5 |
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Notes to Consolidated Financial Statements |
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6 |
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| Item 2. |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
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18 |
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| Item 3. |
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Quantitative and Qualitative Disclosures about Market Risk |
|
32 |
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| Item 4. |
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Controls and Procedures |
|
32 |
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| PART II. OTHER INFORMATION |
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| Item 1. |
|
Legal Proceedings |
|
33 |
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| Item 1A. |
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Risk Factors |
|
33 |
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| Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds |
|
33 |
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| Item 4. |
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Submission of Matters to a Vote of Security Holders |
|
34 |
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| Item 5. |
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Other Information |
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34 |
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| Item 6. |
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Exhibits |
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35 |
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| SIGNATURES |
|
36 |
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| INDEX TO EXHIBITS |
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37 |
INFORMATION REGARDING FORWARD-LOOKING DISCLOSURE
This quarterly report on Form 10-Q contains forward-looking statements and when used in this discussion and the financial statements, the words
expect(s), will, may, could, and similar expressions are intended to identify forward-looking statements. Statements in this report that are not historical facts, including statements about
managements beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined under
Item 1A, Risk Factors, in our most recent annual report on Form 10-K. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future
events.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to
differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following:
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our ability to attract new clients and retain existing clients; |
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our ability to retain and attract key employees; |
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risks associated with assumptions we make in connection with our critical accounting estimates; |
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potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments; |
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risks associated with the effects of global, national and regional economic and political conditions, including fluctuations in economic growth rates, interest
rates and currency exchange rates; and |
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developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world.
|
Investors should carefully consider these factors and the additional risk factors outlined in more detail under
Item 1A, Risk Factors, in our 2007 Annual Report on Form 10-K.
PART I FINANCIAL INFORMATION
| Item 1. |
Financial Statements |
THE
INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
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Three months ended June 30, |
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|
Six months ended June 30, |
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| |
|
2008 |
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|
2007 |
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|
2008 |
|
|
2007 |
|
| REVENUE |
|
$ |
1,835.7 |
|
|
$ |
1,652.7 |
|
|
$ |
3,320.9 |
|
|
$ |
3,011.8 |
|
|
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|
|
|
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|
|
|
|
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|
|
|
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|
|
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| OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Salaries and related expenses |
|
|
1,103.2 |
|
|
|
1,009.7 |
|
|
|
2,168.0 |
|
|
|
1,998.5 |
|
| Office and general expenses |
|
|
527.8 |
|
|
|
502.6 |
|
|
|
1,002.8 |
|
|
|
997.7 |
|
| Restructuring and other reorganization-related charges (reversals) |
|
|
4.1 |
|
|
|
(5.2 |
) |
|
|
7.3 |
|
|
|
(5.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
|
|
1,635.1 |
|
|
|
1,507.1 |
|
|
|
3,178.1 |
|
|
|
2,990.4 |
|
|
|
|
|
|
|
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|
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|
|
|
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|
|
|
|
|
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| OPERATING INCOME |
|
|
200.6 |
|
|
|
145.6 |
|
|
|
142.8 |
|
|
|
21.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| EXPENSES AND OTHER INCOME: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
|
|
(53.0 |
) |
|
|
(56.9 |
) |
|
|
(110.7 |
) |
|
|
(111.9 |
) |
| Interest income |
|
|
23.0 |
|
|
|
28.1 |
|
|
|
51.7 |
|
|
|
56.6 |
|
| Other income |
|
|
6.3 |
|
|
|
8.0 |
|
|
|
4.9 |
|
|
|
6.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total (expenses) and other income |
|
|
(23.7 |
) |
|
|
(20.8 |
) |
|
|
(54.1 |
) |
|
|
(48.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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| Income (loss) before income taxes |
|
|
176.9 |
|
|
|
124.8 |
|
|
|
88.7 |
|
|
|
(27.4 |
) |
| Provision for (benefit of) income taxes |
|
|
79.1 |
|
|
|
(11.4 |
) |
|
|
55.4 |
|
|
|
(37.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income of consolidated companies |
|
|
97.8 |
|
|
|
136.2 |
|
|
|
33.3 |
|
|
|
9.7 |
|
| Income applicable to minority interests, net of tax |
|
|
(3.2 |
) |
|
|
(2.4 |
) |
|
|
(2.6 |
) |
|
|
(2.0 |
) |
| Equity in net income of unconsolidated affiliates, net of tax |
|
|
0.5 |
|
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|
3.2 |
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1.6 |
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3.4 |
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| NET INCOME |
|
|
95.1 |
|
|
|
137.0 |
|
|
|
32.3 |
|
|
|
11.1 |
|
| Dividends on preferred stock |
|
|
6.9 |
|
|
|
6.9 |
|
|
|
13.8 |
|
|
|
13.8 |
|
| Allocation to participating securities |
|
|
0.1 |
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|
|
8.6 |
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|
|
0.3 |
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|
|
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|
|
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|
|
|
|
|
|
|
|
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| NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS |
|
$ |
88.1 |
|
|
$ |
121.5 |
|
|
$ |
18.2 |
|
|
$ |
(2.7 |
) |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Earnings (loss) per share of common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
$ |
0.19 |
|
|
$ |
0.27 |
|
|
$ |
0.04 |
|
|
$ |
(0.01 |
) |
| Diluted |
|
$ |
0.17 |
|
|
$ |
0.24 |
|
|
$ |
0.04 |
|
|
$ |
(0.01 |
) |
|
|
|
|
|
| Weighted-average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
460.5 |
|
|
|
457.3 |
|
|
|
459.9 |
|
|
|
456.7 |
|
| Diluted |
|
|
516.0 |
|
|
|
541.3 |
|
|
|
498.3 |
|
|
|
456.7 |
|
The accompanying notes are an integral part of these financial statements.
3
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Millions)
(Unaudited)
|
|
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|
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|
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| |
|
June 30, 2008 |
|
|
December 31, 2007 |
|
| ASSETS: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
1,831.0 |
|
|
$ |
2,014.9 |
|
| Marketable securities |
|
|
25.0 |
|
|
|
22.5 |
|
| Accounts receivable, net of allowance of $54.6 and $61.8 |
|
|
3,899.3 |
|
|
|
4,132.7 |
|
| Expenditures billable to clients |
|
|
1,325.6 |
|
|
|
1,210.6 |
|
| Other current assets |
|
|
343.2 |
|
|
|
305.1 |
|
|
|
|
|
|
|
|
|
|
| Total current assets |
|
|
7,424.1 |
|
|
|
7,685.8 |
|
| Furniture, equipment and leasehold improvements, net of accumulated depreciation of $1,123.4 and $1,089.0 |
|
|
598.6 |
|
|
|
620.0 |
|
| Deferred income taxes |
|
|
491.8 |
|
|
|
479.9 |
|
| Goodwill |
|
|
3,272.6 |
|
|
|
3,231.6 |
|
| Other assets |
|
|
419.9 |
|
|
|
440.8 |
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
$ |
12,207.0 |
|
|
$ |
12,458.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES: |
|
|
|
|
|
|
|
|
| Accounts payable |
|
$ |
4,138.4 |
|
|
$ |
4,124.3 |
|
| Accrued liabilities |
|
|
2,550.6 |
|
|
|
2,691.2 |
|
| Short-term debt |
|
|
91.8 |
|
|
|
305.1 |
|
|
|
|
|
|
|
|
|
|
| Total current liabilities |
|
|
6,780.8 |
|
|
|
7,120.6 |
|
| Long-term debt |
|
|
2,045.8 |
|
|
|
2,044.1 |
|
| Deferred compensation and employee benefits |
|
|
545.8 |
|
|
|
553.5 |
|
| Other non-current liabilities |
|
|
412.0 |
|
|
|
407.7 |
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
|
9,784.4 |
|
|
|
10,125.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Commitments and contingencies (Note 12) |
|
|
|
|
|
|
|
|
|
|
|
| STOCKHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
| Preferred stock |
|
|
525.0 |
|
|
|
525.0 |
|
| Common stock |
|
|
46.3 |
|
|
|
45.9 |
|
| Additional paid-in capital |
|
|
2,656.5 |
|
|
|
2,635.0 |
|
| Accumulated deficit |
|
|
(708.8 |
) |
|
|
(741.1 |
) |
| Accumulated other comprehensive loss, net of tax |
|
|
(82.4 |
) |
|
|
(118.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
2,436.6 |
|
|
|
2,346.2 |
|
| Less: Treasury stock |
|
|
(14.0 |
) |
|
|
(14.0 |
) |
|
|
|
|
|
|
|
|
|
| TOTAL STOCKHOLDERS EQUITY |
|
|
2,422.6 |
|
|
|
2,332.2 |
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
12,207.0 |
|
|
$ |
12,458.1 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
4
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Millions)
(Unaudited)
|
|
|
|
|
|
|
|
|
| |
|
Six months ended June 30, |
|
| |
|
2008 |
|
|
2007 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Net income |
|
$ |
32.3 |
|
|
$ |
11.1 |
|
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
| Depreciation and amortization of fixed assets and intangible assets |
|
|
86.3 |
|
|
|
83.9 |
|
| (Reversal of) provision for bad debt |
|
|
(0.4 |
) |
|
|
5.2 |
|
| Amortization of restricted stock and other non-cash compensation |
|
|
43.0 |
|
|
|
32.7 |
|
| Amortization of bond discounts and deferred financing costs |
|
|
13.7 |
|
|
|
15.6 |
|
| Deferred income tax benefit |
|
|
(6.5 |
) |
|
|
(65.7 |
) |
| (Gains) losses on sales of businesses and investments |
|
|
(3.6 |
) |
|
|
8.3 |
|
| Income applicable to minority interests, net of tax |
|
|
2.6 |
|
|
|
2.0 |
|
| Other |
|
|
11.2 |
|
|
|
(7.8 |
) |
| Change in assets and liabilities, net of acquisitions and dispositions: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
347.3 |
|
|
|
147.8 |
|
| Expenditures billable to clients |
|
|
(100.8 |
) |
|
|
(38.9 |
) |
| Prepaid expenses and other current assets |
|
|
(29.6 |
) |
|
|
(16.0 |
) |
| Accounts payable |
|
|
(98.5 |
) |
|
|
(214.1 |
) |
| Accrued liabilities |
|
|
(176.0 |
) |
|
|
(294.4 |
) |
| Other non-current assets and liabilities |
|
|
(9.1 |
) |
|
|
(8.4 |
) |
|
|
|
|
|
|
|
|
|
| Net cash provided by (used in) operating activities |
|
|
111.9 |
|
|
|
(338.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Acquisitions, including deferred payments, net of cash acquired |
|
|
(26.3 |
) |
|
|
(80.3 |
) |
| Capital expenditures |
|
|
(58.8 |
) |
|
|
(66.5 |
) |
| Sales and maturities of short-term marketable securities |
|
|
2.3 |
|
|
|
317.5 |
|
| Purchases of short-term marketable securities |
|
|
(5.4 |
) |
|
|
(575.8 |
) |
| Proceeds from sales of businesses and investments, net of cash sold |
|
|
7.0 |
|
|
|
27.3 |
|
| Purchases of investments |
|
|
(4.3 |
) |
|
|
(15.6 |
) |
| Other investing activities |
|
|
0.8 |
|
|
|
4.3 |
|
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
|
|
(84.7 |
) |
|
|
(389.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Repayment of 4.50% Convertible Senior Notes |
|
|
(190.8 |
) |
|
|
|
|
| Net (decrease) increase in short-term bank borrowings |
|
|
(18.4 |
) |
|
|
7.1 |
|
| Distributions to minority interests |
|
|
(7.9 |
) |
|
|
(10.4 |
) |
| Preferred stock dividends |
|
|
(13.8 |
) |
|
|
(13.8 |
) |
| Other financing activities |
|
|
(8.1 |
) |
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
| Net cash used in financing activities |
|
|
(239.0 |
) |
|
|
(16.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| Effect of exchange rate changes on cash and cash equivalents |
|
|
27.9 |
|
|
|
9.1 |
|
|
|
|
|
|
|
|
|
|
| Net decrease in cash and cash equivalents |
|
|
(183.9 |
) |
|
|
(735.2 |
) |
| Cash and cash equivalents at beginning of year |
|
|
2,014.9 |
|
|
|
1,955.7 |
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents at end of period |
|
$ |
1,831.0 |
|
|
$ |
1,220.5 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
5
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 1: Basis of Presentation
The unaudited Consolidated Financial Statements have been prepared by The Interpublic Group of Companies, Inc. (together with its subsidiaries, the Company, Interpublic, we,
us or our) in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC or the
Commission) for reporting interim financial information on Form 10-Q. Accordingly, they do not include certain information and disclosures required for complete financial statements. These financial results should be read in conjunction
with our 2007 Annual Report on Form 10-K.
In the opinion of management, these unaudited Consolidated Financial Statements include all
adjustments of a normal and recurring nature necessary for a fair statement of the information for each period contained therein. Certain reclassifications have been made to prior periods to conform to the current period presentation. The
consolidated results for interim periods are not necessarily indicative of results for the full year, as historically our consolidated revenue is higher in the second half of the year than in the first half.
Note 2: Financings and Related Transactions
Credit Agreement
In July 2008 we entered into a $335.0 Three-Year Credit Agreement (the 2008 Credit
Agreement). The 2008 Credit Agreement is a revolving facility, under which amounts borrowed by us or any of our subsidiaries designated under the 2008 Credit Agreement may be repaid and reborrowed, subject to an aggregate lending limit of
$335.0 or the equivalent in other currencies, and the aggregate available amount of letters of credit outstanding may decrease or increase, subject to a limit on letters of credit of $200.0 or the equivalent in other currencies. The terms of the
2008 Credit Agreement allow us to increase the aggregate lending commitment to a maximum amount of $485.0 if lenders agree to the additional commitments. Our obligations under the Credit Agreement are unsecured. The 2008 Credit Agreement will expire
on July 18, 2011.
We will pay interest on any outstanding advances under the 2008 Credit Agreement at (i) the base rate (as
defined in the 2008 Credit Agreement) plus an applicable margin of 1.00% or (ii) the Eurocurrency rate (as defined in the 2008 Credit Agreement) plus an applicable margin of 2.00%. We will pay letter of credit fees on the average daily
aggregate available amount of all letters of credit outstanding from time to time at an annual rate of 2.00% and fronting fees on the aggregate available amount of all letters of credit outstanding from time to time at an annual rate of 0.25%. We
will also pay a facility fee at an annual rate of 1.00% on the aggregate lending commitment under the 2008 Credit Agreement. The interest rate on advances, the letter of credit fee and the facility fee are subject to a 0.25 percentage point
reduction depending on our leverage ratio (as defined in the 2008 Credit Agreement).
The 2008 Credit Agreement includes covenants that,
among other things, (i) limit our liens and the liens of our consolidated subsidiaries, (ii) restrict our payments for cash capital expenditures, acquisitions, common stock dividends, share repurchases and certain other purposes, and
(iii) limit subsidiary debt. The 2008 Credit Agreement also contains financial covenants that require us to maintain, on a consolidated basis as of the end of each fiscal quarter beginning with the quarter ending September 30, 2008,
(i) an interest coverage ratio (EBITDA to net interest expense plus cash dividends on convertible preferred stock) for the four quarters then ended of not less than 4.50 to 1, (ii) a leverage ratio (debt as of such date to EBITDA for the
four quarters then ended) of not greater than 3.50 to 1 through December 31, 2008, 3.25 to 1 through December 31, 2009 and 3.00 to 1 thereafter, and (iii) minimum EBITDA for the four quarters then ended of not less than $600.0. The
terms used in these ratios, including EBITDA, are subject to specific definitions set forth in the 2008 Credit Agreement. Under the definition in the 2008 Credit Agreement, EBITDA means operating income or loss plus depreciation expense,
amortization expense, and other non-cash charges in an amount not to exceed $75.0 in any period of four fiscal quarters.
Interest
Rate Swap
In June 2008 we entered into an interest rate swap agreement related to our 7.25% Senior Unsecured Notes due 2011 (the
7.25% Notes). This swap agreement economically converts $125.0 notional amount of our $500.0 7.25% Notes from fixed rate to floating rate debt. The interest rate swap agreement is effective June 25, 2008 with a maturity of
August 15, 2011, coinciding
6
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
with the maturity of the 7.25% Notes. We pay a variable interest rate based upon the 6-month U.S. LIBOR rate plus a fixed spread and receive a fixed interest
rate of 7.25%. The variable interest rate reset dates and the interest payments occur semi-annually on August 15 and February 15. We account for the interest rate swap agreement as a fair value hedge, and changes in the value of the swap
should offset changes in the value of the $125.0 fixed rate debt attributable to changes in the U.S. LIBOR rate.
4.50% Convertible
Senior Notes
In March 2008, holders of approximately $191.0 in aggregate principal amount of our 4.50% Convertible Senior Notes due
2023 (the 4.50% Notes) exercised their put option that required us to repurchase their 4.50% Notes for cash, pursuant to the terms of the 4.50% Notes. The purchase price was 100% of the principal amount, which we paid from existing cash
on hand. We can redeem the remaining 4.50% Notes (approximately $9.0 as of June 30, 2008) for cash on or after September 15, 2009.
Note
3: Fair Value Measurements
Effective January 1, 2008, we adopted SFAS No. 157, Fair Value Measurements
(SFAS 157), which defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. Under the standard, fair value refers to the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. The standard clarifies the principle that fair value should be based on the assumptions market
participants would use when pricing the asset or liability. The impact of adopting SFAS 157 as of January 1, 2008 was not material to our Consolidated Financial Statements.
FSP FAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value
Measurements for Purposes of Lease Classification or Measurement under Statement 13, removed leasing transactions accounted for under SFAS No. 13, Accounting for Leases, and related guidance from the scope of SFAS 157. FSP FAS 157-2,
Effective Date of FASB Statement No. 157 deferred the effective date of SFAS 157 for the Company in relation to all nonfinancial assets and nonfinancial liabilities to January 1, 2009.
SFAS 157 establishes a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. We primarily apply the market approach for recurring fair value measurements. The standard describes three levels of inputs that may be used to measure fair value:
|
|
|
| Level 1 |
|
Quoted prices in active markets for identical assets or liabilities. |
|
|
| Level 2 |
|
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can
be corroborated by observable market data for substantially the full term of the assets or liabilities. |
|
|
| Level 3 |
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
The following table presents information about our assets and liabilities measured at fair value
on a recurring basis as of June 30, 2008 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.
|
|
|
|
|
|
|
|
|
|
| |
|
Level 1 |
|
Level 2 |
|
Level 3 |
| Assets |
|
|
|
|
|
|
|
|
|
| Cash equivalents |
|
$ |
965.8 |
|
$ |
|
|
$ |
|
| Short-term marketable securities |
|
|
18.3 |
|
|
|
|
|
6.7 |
| Long-term investments |
|
|
13.9 |
|
|
|
|
|
|
| Foreign currency derivatives |
|
|
|
|
|
|
|
|
3.1 |
| Interest Rate Swap |
|
|
|
|
|
0.4 |
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
|
| Minority interest put obligation |
|
$ |
|
|
$ |
|
|
$ |
21.1 |
7
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
The following tables present additional information about assets and liabilities measured at fair
value on a recurring basis and for which we utilize Level 3 inputs to determine fair value.
Three months ended June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Balance as of March 31, 2008 |
|
Realized losses included in net income |
|
Unrealized gains included in other comprehensive income |
|
Balance as of June 30, 2008 |
| Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| Auction rate securities |
|
$ |
5.9 |
|
$ |
|
|
$ |
0.8 |
|
$ |
6.7 |
| Foreign currency derivatives |
|
|
3.3 |
|
|
0.2 |
|
|
|
|
|
3.1 |
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Minority interest put obligation |
|
$ |
19.7 |
|
$ |
1.4 |
|
$ |
|
|
$ |
21.1 |
|
|
|
|
|
| Six months ended June 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Balance as of January 1, 2008 |
|
Realized losses included in net income |
|
Balance as of June 30, 2008 |
|
|
| Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| Auction rate securities |
|
$ |
6.7 |
|
$ |
|
|
$ |
6.7 |
|
|
|
| Foreign currency derivatives |
|
|
3.1 |
|
|
|
|
|
3.1 |
|
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Minority interest put obligation |
|
$ |
18.8 |
|
$ |
2.3 |
|
$ |
21.1 |
|
|
|
Realized losses included in net income for foreign currency derivatives and a minority interest
put obligation are reported as a component of other expense and interest expense, respectively.
Note 4: Supplementary Data
Accrued Liabilities
|
|
|
|
|
|
|
| |
|
June 30, 2008 |
|
December 31, 2007 |
| Media and production expenses |
|
$ |
1,965.0 |
|
$ |
1,943.5 |
| Salaries, benefits and related expenses |
|
|
350.3 |
|
|
471.9 |
| Office and related expenses |
|
|
78.0 |
|
|
90.9 |
| Professional fees |
|
|
23.2 |
|
|
27.7 |
| Restructuring and other reorganization-related |
|
|
13.6 |
|
|
30.1 |
| Interest |
|
|
32.0 |
|
|
33.8 |
| Other |
|
|
88.5 |
|
|
93.3 |
|
|
|
|
|
|
|
| Total |
|
$ |
2,550.6 |
|
$ |
2,691.2 |
|
|
|
|
|
|
|
|
|
|
| 2004 Restatement Liabilities |
|
|
|
|
|
|
| |
|
June 30, 2008 |
|
December 31, 2007 |
| Vendor discounts and credits |
|
$ |
160.6 |
|
$ |
165.5 |
| Internal investigations (includes asset reserves) |
|
|
7.4 |
|
|
8.2 |
| International compensation arrangements |
|
|
10.2 |
|
|
10.9 |
|
|
|
|
|
|
|
| Total |
|
$ |
178.2 |
|
$ |
184.6 |
|
|
|
|
|
|
|
8
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
As part of the restatement set forth in our 2004 Annual Report on Form 10-K filed in September 2005
(the 2004 Restatement), we recognized liabilities related to vendor discounts and credits where we had a contractual or legal obligation to rebate such amounts to our clients or vendors. For the six months ended June 30, 2008, we
satisfied $1.2 of these liabilities through cash payments and reductions of certain client receivables. Further reductions of these liabilities as a result of favorable settlements with clients and the release of liabilities due to the lapse of the
respective statutes of limitations were partially offset by foreign currency effects. Also, as part of the 2004 Restatement, we recognized liabilities related to internal investigations and international compensation arrangements.
Restructuring and Other Reorganization-Related Charges (Reversals)
Restructuring and other reorganization-related charges of $4.1 and $7.3 for the three and six months ended June 30, 2008, respectively, primarily
relate to the restructuring program announced at Lowe Worldwide (Lowe) during the third quarter of 2007. In addition, the charges for the three months ended June 30, 2008 relate to the realignment of our global media operations. See
Note 11 for a discussion regarding the creation of our new management entity, Mediabrands. Net charges primarily consist of leasehold amortization and additional severance expense. Payments during the quarter related to the 2007 program were
approximately $2.0. The total liability balance as of June 30, 2008 for our restructuring programs is $18.9, of which $3.4, $8.0 and $7.5 relate to the 2007, 2003 and 2001 programs, respectively.
Other Income
Results of
operations for the three and six months ended June 30, 2008 and 2007 include certain items which are either non-recurring or are not directly associated with our revenue producing operations. These items are included in the other income line in
the Consolidated Statements of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
| |
|
2008 |
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Gains (losses) on sales of businesses and investments |
|
$ |
3.1 |
|
$ |
(7.3 |
) |
|
$ |
3.6 |
|
|
$ |
(8.3 |
) |
| Vendor discounts and credit adjustments |
|
|
3.2 |
|
|
9.8 |
|
|
|
10.3 |
|
|
|
8.0 |
|
| Litigation settlement |
|
|
|
|
|
|
|
|
|
(12.0 |
) |
|
|
|
|
| Other income |
|
|
|
|
|
5.5 |
|
|
|
3.0 |
|
|
|
6.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
6.3 |
|
$ |
8.0 |
|
|
$ |
4.9 |
|
|
$ |
6.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of businesses and investments We recognized a gain of approximately $3.0 during
the three months ended June 30, 2008, from the sale of businesses within Draftfcb, Mediabrands and Lowe.
During the three months
ended June 30, 2007, we sold several businesses within Draftfcb and Lowe for a loss of approximately $10.0, partially offset by the sale of our remaining ownership interests in two agencies for a gain of $2.8.
Vendor discounts and credit adjustments We are in the process of settling our liabilities related to vendor discounts and credits primarily
established as part of the 2004 Restatement. These adjustments reflect the reversal of certain liabilities as a result of settlements with clients and vendors or where the statute of limitations has lapsed.
Litigation settlement During May 2008, the SEC concluded their investigation that began in 2002 into our financial reporting practices
resulting in a settlement charge of $12.0. See Note 12 for additional information.
Note 5: Acquisitions
The majority of our acquisitions include an initial payment at the time of closing and provide for additional contingent purchase price payments over a
specified time. Contingent purchase price payments are recorded within the financial
9
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
statements as an increase to goodwill and other intangible assets once the terms and conditions of the contingent acquisition obligations have been met and
the consideration is determinable and distributable, or expensed as compensation in our Consolidated Statements of Operations based on the acquisition agreement and the terms and conditions of employment for the former owners of the acquired
businesses.
During the six months ended June 30, 2008, we completed five acquisitions, of which the most significant were: a) the
remaining interests in an entertainment-marketing agency in North America in which we previously held a 40% interest, and b) a digital advertising and communications agency in the United Kingdom. Total cash paid for these acquisitions at closing was
$15.2, and we have accrued an additional $5.5 for known deferred payments.
For companies acquired during the first half of 2008, we made
estimates of the fair values of the assets and liabilities for consolidation. The purchase price in excess of the estimated fair value of the tangible net assets acquired was allocated to goodwill and identifiable intangible assets. These
acquisitions do not have significant amounts of tangible assets, therefore a substantial portion of the total consideration has been allocated to goodwill and identifiable intangible assets (approximately $19.2). All acquisitions during the first
half of 2008 are included in the IAN operating segment. Pro forma information, as required by Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, related to these acquisitions is not presented
because the impact of these acquisitions, either individually or in the aggregate, on the Companys consolidated results of operations is not significant.
Subsequent to June 30, 2008, we completed four acquisitions, of which the most significant were: a) a marketing services agency in France, b) a 51% interest in a digital marketing agency in North America, and c)
an additional 31.1% interest in a full-service advertising agency in the Middle East in which we previously held a 19.9% interest. Total cash paid for these acquisitions at closing was approximately $86.0.
During the six months ended June 30, 2007, we completed three acquisitions: a) a full-service advertising agency in Latin America, b) Reprise Media,
which is a full-service search engine marketing firm in North America, and c) the remaining interests in a full-service advertising agency in India in which we previously held a 49% interest. Total cash paid at closing for these acquisitions was
$80.2.
Details of cash paid for current and prior years acquisitions are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Cash paid for current year acquisitions |
|
$ |
8.7 |
|
|
$ |
74.3 |
|
|
$ |
15.2 |
|
|
$ |
80.2 |
|
| Cash paid for prior year acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of investment |
|
|
1.4 |
|
|
|
4.3 |
|
|
|
12.0 |
|
|
|
11.9 |
|
| Compensation expense related payments |
|
|
|
|
|
|
1.4 |
|
|
|
|
|
|
|
1.4 |
|
| Less: cash acquired |
|
|
(0.4 |
) |
|
|
(11.8 |
) |
|
|
(0.9 |
) |
|
|
(11.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total cash paid for acquisitions |
|
$ |
9.7 |
|
|
$ |
68.2 |
|
|
$ |
26.3 |
|
|
$ |
81.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 6: Employee Benefits
We have a defined benefit plan which covers substantially all regular U.S. employees employed through March 31, 1998. In addition, some of our
agencies have additional domestic plans. These plans are closed to new participants. We also have numerous plans outside of the U.S., some of which are funded, while others provide payments at the time of retirement or termination under applicable
labor laws or agreements. Some of our domestic and foreign subsidiaries also provide postretirement health benefits to eligible employees and their dependents. Additionally, some of our domestic subsidiaries provide postretirement life insurance to
eligible employees. The components of net periodic cost for our pension plans and postretirement benefit plans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Domestic pension plans |
|
|
Foreign pension plans |
|
|
Postretirement benefit plans |
| Three months ended June 30, |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
| Service cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
4.6 |
|
|
$ |
0.2 |
|
|
$ |
0.2 |
| Interest cost |
|
|
2.2 |
|
|
|
2.0 |
|
|
|
7.1 |
|
|
|
5.9 |
|
|
|
0.9 |
|
|
|
0.9 |
| Expected return on plan assets |
|
|
(2.6 |
) |
|
|
(2.6 |
) |
|
|
(6.2 |
) |
|
|
(6.1 |
) |
|
|
|
|
|
|
|
| Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transition obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
| Prior service cost (credit) |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
(0.1 |
) |
|
|
|
| Unrecognized actuarial losses |
|
|
1.7 |
|
|
|
2.2 |
|
|
|
0.1 |
|
|
|
0.8 |
|
|
|
0.2 |
|
|
|
0.1 |
| Curtailment gain |
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net periodic cost |
|
$ |
1.3 |
|
|
$ |
1.6 |
|
|
$ |
5.2 |
|
|
$ |
5.4 |
|
|
$ |
1.3 |
|
|
$ |
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Domestic pension plans |
|
|
Foreign pension plans |
|
|
Postretirement benefit plans |
| Six months ended June 30, |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
| Service cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
8.3 |
|
|
$ |
8.1 |
|
|
$ |
0.3 |
|
|
$ |
0.3 |
| Interest cost |
|
|
4.2 |
|
|
|
4.1 |
|
|
|
14.1 |
|
|
|
12.0 |
|
|
|
1.8 |
|
|
|
1.8 |
| Expected return on plan assets |
|
|
(5.2 |
) |
|
|
(5.1 |
) |
|
|
(12.5 |
) |
|
|
(12.0 |
) |
|
|
|
|
|
|
|
| Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transition obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
| Prior service cost (credit) |
|
|
|
|
|
|
|
|
|
|
0.2 |
|
|
|
0.3 |
|
|
|
(0.1 |
) |
|
|
|
| Unrecognized actuarial losses |
|
|
2.9 |
|
|
|
3.4 |
|
|
|
0.3 |
|
|
|
1.6 |
|
|
|
0.5 |
|
|
|
0.4 |
| Curtailment gain |
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net periodic cost |
|
$ |
1.9 |
|
|
$ |
2.4 |
|
|
$ |
10.1 |
|
|
$ |
10.0 |
|
|
$ |
2.6 |
|
|
$ |
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three and six months ended June 30, 2008, we made contributions of $8.6 and $16.2,
respectively, to our foreign pension plans. For the remainder of 2008, we expect to contribute approximately $12.5 to our foreign pension plans. In anticipation of changes required by the Pension Protection Act of 2006, we expect to contribute up to
$2.3 for our domestic pension plans during 2008. During the three and six months ended June 30, 2008, we did not make any contributions to our domestic pension plans.
11
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 7: Stock-Based Compensation
During the six months ended June 30, 2008 we granted the following stock-based compensation awards under our 2006 Performance Incentive Plan:
|
|
|
|
|
|
| |
|
Six months ended June 30, 2008 |
| |
|
Awards |
|
Weighted-Average Grant-Date Fair Value (per award) |
| Stock Options |
|
2.4 |
|
$ |
3.92 |
| Stock-Settled Awards |
|
6.0 |
|
$ |
9.67 |
| Cash-Settled Awards |
|
1.2 |
|
$ |
9.83 |
| Performance-Based Awards |
|
3.3 |
|
$ |
10.02 |
|
|
|
|
|
|
| Total Stock-Based Compensation Awards |
|
12.9 |
|
|
|
|
|
|
|
|
|
Stock options are granted with the exercise price equal to the fair market value of our common
stock on the grant date, are generally exercisable between two and four years from the grant date and expire ten years from the grant date (or earlier in the case of certain terminations of employment).
Stock-settled awards include restricted stock and restricted stock units (RSUs) expected to be settled with our common stock and generally
vest over three years. RSUs that are expected to be settled in stock and restricted stock are amortized over the vesting period based on the grant date fair value of awards.
Cash-settled awards include RSUs expected to be settled in cash and generally vest over three years. We adjust our fair value measurement for RSUs
that are expected to be settled in cash quarterly based on our share price, and we amortize stock-based compensation expense over the vesting periods based upon the quarterly-adjusted fair value.
Performance-based awards are a form of stock-based compensation in which the number of shares or units ultimately received by the participant depends on
Company and/or individual performance against specific performance targets and can be settled in cash or shares. The awards generally vest over a three-year period subject to the participants continuing employment and the achievement of
certain performance objectives. We amortize stock-based compensation expense for the estimated number of performance-based awards that we expect to vest over the vesting period using the grant-date fair value of the shares, except for the
cash-settled performance-based-awards, which we amortize using the quarterly-adjusted fair value.
See Note 14 to the consolidated
financial statements in our 2007 Annual Report on Form 10-K for additional information regarding general terms and methods of valuation for stock options, stock-settled awards, cash-settled awards and performance-based awards.
Note 8: Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended June 30, |
|
Six months ended June 30, |
| |
|
2008 |
|
|
2007 |
|
2008 |
|
|
2007 |
| Net Income |
|
$ |
95.1 |
|
|
$ |
137.0 |
|
$ |
32.3 |
|
|
$ |
11.1 |
| Foreign currency translation adjustment |
|
|
(6.7 |
) |
|
|
25.0 |
|
|
39.8 |
|
|
|
38.7 |
| Adjustments to pension and other postretirement plans, net of tax |
|
|
(2.2 |
) |
|
|
1.4 |
|
|
(1.8 |
) |
|
|
1.2 |
| Net unrealized holding gains (losses) on securities, net of tax |
|
|
1.4 |
|
|
|
1.6 |
|
|
(1.8 |
) |
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
87.6 |
|
|
$ |
165.0 |
|
$ |
68.5 |
|
|
$ |
51.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 9: Earnings (Loss) Per Share
Earnings (loss) per basic common share equals net income (loss) applicable to common stockholders divided by the weighted average number of common shares
outstanding for the applicable period. Diluted earnings (loss) per share equals net income (loss) applicable to common stockholders adjusted to exclude, if dilutive, preferred stock dividends, allocation to participating securities and interest
expense related to potentially dilutive securities divided by the weighted average number of common shares outstanding, plus any additional common shares that would have been outstanding if potentially dilutive shares had been issued. The following
sets forth basic and diluted earnings (loss) per common share applicable to common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended June 30, |
|
Six months ended June 30, |
|
| |
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
| Net Income |
|
$ |
95.1 |
|
$ |
137.0 |
|
$ |
32.3 |
|
$ |
11.1 |
|
| Less: Preferred stock dividends |
|
|
6.9 |
|
|
6.9 |
|
|
13.8 |
|
|
13.8 |
|
| Allocation to participating securities(1)
|
|
|
0.1 |
|
|
8.6 |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) applicable to common stockholders basic |
|
$ |
88.1 |
|
$ |
121.5 |
|
$ |
18.2 |
|
$ |
(2.7 |
) |
| Add: Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest on 4.25% Convertible Senior Notes |
|
|
0.4 |
|
|
0.3 |
|
|
0.7 |
|
|
|
|
| Interest on 4.75% Convertible Senior Notes |
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
| Series B Preferred Stock Dividends |
|
|
|
|
|
6.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) applicable to common stockholders diluted |
|
$ |
89.5 |
|
$ |
128.7 |
|
$ |
18.9 |
|
$ |
(2.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Weighted-average number of common shares outstanding basic |
|
|
460.5 |
|
|
457.3 |
|
|
459.9 |
|
|
456.7 |
|
| Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Restricted stock and stock options |
|
|
7.2 |
|
|
7.5 |
|
|
6.2 |
|
|
|
|
| Capped warrants |
|
|
|
|
|
5.3 |
|
|
|
|
|
|
|
| Uncapped warrants |
|
|
|
|
|
0.6 |
|
|
|
|
|
|
|
| 4.25% Convertible Senior Notes |
|
|
32.2 |
|
|
32.2 |
|
|
32.2 |
|
|
|
|
| 4.75% Convertible Senior Notes |
|
|
16.1 |
|
|
|
|
|
|
|
|
|
|
| Series B Preferred Stock |
|
|
|
|
|
38.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted-average number of common shares outstanding diluted |
|
|
516.0 |
|
|
541.3 |
|
|
498.3 |
|
|
456.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Earnings (loss) per share basic |
|
$ |
0.19 |
|
$ |
0.27 |
|
$ |
0.04 |
|
$ |
(0.01 |
) |
| Earnings (loss) per share diluted |
|
$ |
0.17 |
|
$ |
0.24 |
|
$ |
0.04 |
|
$ |
(0.01 |
) |
| 1 |
Pursuant to Emerging Issues Task Force (EITF) Issue No. 03-6, Participating Securities and the
Two-Class Method Under FASB Statement No. 128 (EITF 03-6), net income for purposes of calculating basic earnings per share is adjusted based on an earnings allocation formula that attributes earnings to participating
securities and common stock according to dividends declared and participation rights in undistributed earnings. Our participating securities consist of the 4.50% Convertible Senior Notes. See Note 2 for information related to the repurchase of a
portion of the 4.50% Convertible Senior Notes. Our participating securities have no impact on our net loss applicable to common stockholders for the six months ended June 30, 2007 since these securities do not participate in our net loss.
|
Basic and diluted shares outstanding and loss per share are equal for the six months ended June 30, 2007 because
our potentially dilutive securities are antidilutive as a result of the net loss applicable to common stockholders in the period.
13
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
The following table presents the potential shares excluded from diluted earnings (loss) per share
because the effect of including these potential shares would be antidilutive.
|
|
|
|
|
|
|
|
|
| |
|
Three months ended June 30, |
|
Six months ended June 30, |
| |
|
2008 |
|
2007 |
|
2008 |
|
2007 |
| Stock options and non-vested restricted stock awards |
|
|
|
|
|
|
|
7.3 |
| Capped warrants |
|
|
|
|
|
|
|
5.8 |
| Uncapped warrants |
|
|
|
|
|
|
|
1.6 |
| 4.75% Convertible Senior Notes |
|
|
|
|
|
16.1 |
|
|
| 4.25% Convertible Senior Notes |
|
|
|
|
|
|
|
32.2 |
| 4.50% Convertible Senior Notes |
|
0.7 |
|
32.2 |
|
7.1 |
|
32.2 |
| Series B Cumulative Convertible Perpetual Preferred Stock |
|
38.4 |
|
|
|
38.4 |
|
38.4 |
|
|
|
|
|
|
|
|
|
| Total |
|
39.1 |
|
32.2 |
|
61.6 |
|
117.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities excluded from the diluted earnings (loss) per share calculation because the exercise price was greater than the average market price: |
|
|
|
|
|
|
|
|
| Stock options(1) |
|
25.5 |
|
20.9 |
|
25.6 |
|
18.3 |
| Warrants(2) |
|
67.9 |
|
|
|
67.9 |
|
|
| 1 |
These options are outstanding at the end of the respective periods. In any period in which the exercise price is less
than the average market price, these options have the potential to be dilutive and application of the treasury stock method would reduce this amount. |
| 2 |
The potential dilutive impact of the warrants is based upon the difference between the market price of one share of our
common stock and the stated exercise prices of the warrants. |
There were an additional 2.6 of outstanding stock options
to purchase common shares for both the three and six months ended June 30, 2008 with exercise prices less than the average market price for the respective period. However, these options are not included in the table above presenting the
potential shares excluded from diluted earnings (loss) per share due to the application of the treasury stock method and the rules related to stock-based compensation arrangements.
Note 10: Taxes
For the three and six months ended June 30, 2008, the difference
between the effective tax rate and the statutory rate of 35% is primarily due to state and local taxes, losses in certain foreign locations where we receive no tax benefit due to 100% valuation allowances and, for six months ended June 30,
2008, the SEC settlement provision for which we receive no tax benefit. The difference was also due to the release of valuation allowances during the three months ended June 30, 2008, in jurisdictions where we believe it is now more likely than
not that we will realize our deferred tax assets. In addition, 2007 was favorably impacted by net reversals of tax reserves, primarily related to previously unrecognized tax benefits related to various items of income and expense, including
approximately $80.0 for certain worthless securities deductions associated with investments in consolidated subsidiaries, which was a result of the completion of the tax examination.
With respect to all tax years open to examination by U.S. Federal and various state, local, and non-U.S. tax authorities, we currently anticipate that
the total unrecognized tax benefits will decrease by an amount between $35.0 and $45.0 in the next twelve months, a portion of which will affect the effective tax rate, primarily as a result of the settlement of tax examinations and the lapsing of
statutes of limitation. This net decrease is related to various items of income and expense, including transfer pricing adjustments and adjustments related to the 2004 Restatement. For this purpose, we expect to complete our discussions with the IRS
appeals division regarding the years 1997 through 2004 within the next twelve months.
In December 2007, the IRS commenced its examination
for the years 2005 and 2006 tax years. In addition, we have various tax years under examination by tax authorities in various countries, such as the United Kingdom, and in various states, such as New York, in which we have significant business
operations. It is not yet known whether these examinations will, in the aggregate, result in our paying additional taxes. We believe our tax reserves are adequate in relation to the
14
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
potential for additional assessments in each of the jurisdictions in which we are subject to taxation. We regularly assess the likelihood of additional tax
assessments in those jurisdictions and, if necessary, adjust our reserves as additional information or events require.
With limited
exceptions, we are no longer subject to U.S. income tax audits for the years prior to 1997, state and local income tax audits for the years prior to 1999, or non-U.S. income tax audits for the years prior to 2000.
Note 11: Segment Information
On
July 9, 2008 we announced the creation of a management entity called Mediabrands to oversee our media assets that are included in our Integrated Agency Networks (IAN) segment. The new entity will provide oversight of operational
efficiency and increased collaboration across our media units. Our global media networks, Initiative and Universal McCann, will continue to operate as independent entities, each aligned where appropriate with its respective full-service marketing
network partner. The previously existing entities that comprise Mediabrands will remain in the IAN segment.
We have two reportable
segments: IAN, which is comprised of Draftfcb, Lowe, McCann Worldgroup and Mediabrands, and Constituency Management Group (CMG), which is comprised of the bulk of our specialist marketing service offerings. We also report results for the
Corporate and other group. Segment information is presented consistently with the basis described in our 2007 Annual Report on Form 10-K. Summarized financial information concerning our reportable segments is shown in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IAN |
|
$ |
1,538.7 |
|
|
$ |
1,379.4 |
|
|
$ |
2,779.8 |
|
|
$ |
2,510.6 |
|
| CMG |
|
|
297.0 |
|
|
|
273.3 |
|
|
|
541.1 |
|
|
|
501.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
1,835.7 |
|
|
$ |
1,652.7 |
|
|
$ |
3,320.9 |
|
|
$ |
3,011.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IAN |
|
$ |
220.6 |
|
|
$ |
168.3 |
|
|
$ |
200.8 |
|
|
$ |
103.5 |
|
| CMG |
|
|
25.5 |
|
|
|
18.6 |
|
|
|
32.2 |
|
|
|
17.2 |
|
| Corporate and other |
|
|
(41.4 |
) |
|
|
(46.5 |
) |
|
|
(82.9 |
) |
|
|
(105.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
204.7 |
|
|
|
140.4 |
|
|
|
150.1 |
|
|
|
15.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Restructuring and other reorganization-related (charges) reversals |
|
|
(4.1 |
) |
|
|
5.2 |
|
|
|
(7.3 |
) |
|
|
5.8 |
|
| Interest expense |
|
|
(53.0 |
) |
|
|
(56.9 |
) |
|
|
(110.7 |
) |
|
|
(111.9 |
) |
| Interest income |
|
|
23.0 |
|
|
|
28.1 |
|
|
|
51.7 |
|
|
|
56.6 |
|
| Other income |
|
|
6.3 |
|
|
|
8.0 |
|
|
|
4.9 |
|
|
|
6.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) before income taxes |
|
$ |
176.9 |
|
|
$ |
124.8 |
|
|
$ |
88.7 |
|
|
$ |
(27.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and amortization of fixed assets and intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IAN |
|
$ |
32.3 |
|
|
$ |
29.9 |
|
|
$ |
64.7 |
|
|
$ |
61.1 |
|
| CMG |
|
|
4.4 |
|
|
|
4.5 |
|
|
|
8.4 |
|
|
|
9.2 |
|
| Corporate and other |
|
|
6.5 |
|
|
|
6.5 |
|
|
|
13.2 |
|
|
|
13.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
43.2 |
|
|
$ |
40.9 |
|
|
$ |
86.3 |
|
|
$ |
83.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IAN |
|
$ |
23.6 |
|
|
$ |
33.9 |
|
|
$ |
48.7 |
|
|
$ |
53.6 |
|
| CMG |
|
|
2.0 |
|
|
|
1.8 |
|
|
|
6.4 |
|
|
|
3.8 |
|
| Corporate and other |
|
|
1.3 |
|
|
|
2.8 |
|
|
|
3.7 |
|
|
|
9.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
26.9 |
|
|
$ |
38.5 |
|
|
$ |
58.8 |
|
|
$ |
66.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
June 30, 2008 |
|
|
December 31, 2007 |
|
|
|
|
|
|
|
| IAN |
|
$ |
10,126.9 |
|
|
$ |
10,195.2 |
|
|
|
|
|
|
|
|
|
| CMG |
|
|
1,027.0 |
|
|
|
961.2 |
|
|
|
|
|
|
|
|
|
| Corporate and other |
|
|
1,053.1 |
|
|
|
1,301.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
12,207.0 |
|
|
$ |
12,458.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 12: Commitments and Contingencies
SEC Investigation
In May
2008, we reached a settlement with the SEC concluding the investigation that began in 2002 into our financial reporting practices. The SEC filed a complaint on May 1, 2008 in the United States District Court for the Southern District of New
York charging Interpublic and our subsidiary McCann-Erickson Worldwide Inc., or McCann, with violations of the federal securities laws. The charges under the antifraud provisions of the federal securities laws relate to intercompany accounting
practices at McCann that were addressed in our restatement of 1997 to 2002 results first announced in August 2002 and that were also the subject of a class action under the federal securities laws that we settled in 2004. The charges relating to
violations of the disclosure, internal controls and books and records provisions of the federal securities laws also relate to the restatement we presented in our Annual Report on Form 10-K for the year ended December 31, 2004 and the
restatement of the first three quarters of 2005 that we made in our 2005 Annual Report on Form 10-K, as well as the restatement we first announced in August 2002. Without admitting or denying the allegations, Interpublic and McCann agreed to an
injunction against violating the applicable provisions of the federal securities laws, and McCann agreed to pay a $12.0 civil penalty and disgorgement of one dollar.
Other Legal Matters
We are or have been involved in other legal and administrative
proceedings of various types. While any litigation contains an element of uncertainty, we do not believe that the outcome of such proceedings or claims will have a material adverse effect on our financial condition.
Guarantees
As discussed in
our 2007 Annual Report on Form 10-K, we have contingent obligations under guarantees of certain obligations of our subsidiaries relating principally to credit facilities, guarantees of certain media payables and operating leases of certain
subsidiaries. As of June 30, 2008 there have been no material changes to these guarantees.
Note 13: Recent Accounting Standards
In May 2008, the FASB issued FASB Staff Position (FSP) APB 14-1, Accounting for Convertible Debt That May Be Settled in Cash upon
Conversion (Including Partial Cash Settlement) (FSP 14-1). FSP 14-1 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. The FSP includes guidance that convertible debt
instruments that may be settled in cash upon conversion should be separated between the liability and equity components, with each component being accounted for in a manner that will reflect the entitys nonconvertible debt borrowing rate when
interest costs are recognized in subsequent periods. However, because our existing convertible debt instruments are settled only in stock upon maturity, this guidance will not apply, and as a result will not have an impact on our Consolidated
Financial Statements.
In December 2007, the FASB issued SFAS No. 141 (revised), Business Combinations (SFAS 141R),
which replaces SFAS No. 141, Business Combinations. Under the standard, an acquiring entity is required to record assets acquired and liabilities assumed in a business combination at fair value on the date of acquisition. Earn-out
payments and other forms of contingent consideration are also required to be recorded at fair value on the acquisition date. The standard also requires fair value measurements to be used when recording non-controlling interests and contingent
liabilities. In addition, the standard requires all costs associated with the business combination, including restructuring costs, to be expensed as incurred. For the Company, SFAS 141R is effective prospectively for business combinations having an
acquisition date on or after January 1, 2009, with the exception of the accounting for valuation allowances on deferred taxes and acquired contingencies. SFAS 141R amends SFAS 109 such that adjustments made to valuation allowances on deferred
taxes and acquired tax contingencies associated with acquisitions that closed prior to January 1, 2009 would also apply the provisions of SFAS 141R. We are currently evaluating the potential impact of SFAS 141R on our Consolidated Financial
Statements.
16
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements (SFAS 160), which amends ARB No. 51, Consolidated Financial Statements. This standard requires a noncontrolling interest in a subsidiary to be reported as equity on the consolidated financial
statements separate from the parents equity. The standard also requires transactions that do not impact a parents controlling ownership and do not result in the deconsolidation of the subsidiary to be recorded as equity transactions,
while those transactions that do result in a change in ownership and a deconsolidation of the subsidiary to be recorded in net income (loss) with the gain or loss measured at fair value. For the Company, SFAS 160 is effective January 1, 2009
and should be applied prospectively with the exception of the presentation and disclosure requirements which shall be applied retrospectively for all periods presented. We are currently evaluating the potential impact of SFAS 160 on our Consolidated
Financial Statements.
17
Managements Discussion and Analysis of Financial Condition and Results of
Operations
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
The following Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help you
understand The Interpublic Group of Companies, Inc. and subsidiaries (the Company, Interpublic, we, us or our). MD&A should be read in conjunction with our unaudited Consolidated
Financial Statements and the accompanying notes included in this report and in the 2007 Annual Report on Form 10-K, as well as our reports on Form 8-K and other SEC filings. Our MD&A includes the following sections:
EXECUTIVE SUMMARY provides an overview of our results of operations.
RESULTS OF OPERATIONS provides an analysis of the consolidated and segment results of operations for the periods presented.
LIQUIDITY AND CAPITAL RESOURCES provides an overview of our cash flows, funding requirements, financing and sources of funds.
CRITICAL ACCOUNTING ESTIMATES provides an update to the discussion of our accounting policies that require critical judgment, assumptions and estimates in our 2007 Annual Report on Form 10-K.
RECENT ACCOUNTING STANDARDS, by reference to Note 13 to the unaudited Consolidated Financial Statements, provides a discussion of accounting standards
that we have not yet been required to implement, but which may affect us in the future.
EXECUTIVE SUMMARY
We are one of the worlds premier advertising and marketing services companies. Our agency brands deliver custom marketing solutions to many of the
worlds largest marketers. Our companies cover the spectrum of marketing disciplines and specialties, from consumer advertising and direct marketing to mobile and search engine marketing. Major global brands include Draftfcb, FutureBrand,
GolinHarris International, Initiative, Jack Morton Worldwide, Lowe Worldwide (Lowe), MAGNA Global, McCann Erickson, Momentum, MRM, Octagon, Universal McCann and Weber Shandwick. Leading domestic brands include Campbell-Ewald, Carmichael
Lynch, Deutsch, Hill Holliday, Mullen and The Martin Agency.
We are in the third year of our turnaround plan. During the first two years
of this plan we strengthened our leadership teams throughout the Company, strategically realigned certain key operating units, enhanced our liquidity and financial flexibility, remediated all of our material weaknesses within our internal control
structure and significantly improved financial performance. In the third year of this plan, we continue to execute on our objective of improving our organic revenue growth and operating margins, with our ultimate objective to be competitive with our
industry peer group on both measures. Key components of this strategy are our continued focus on talent and tools, cost control, utilization of resources and regular refinement of our professional offerings so that they can meet their clients
needs and our commercial objectives.
For the remainder of 2008 and beyond, we expect to continue to make investments in talent and to
expand in high-growth advertising and marketing disciplines, especially digital, and in high-growth markets around the world. Technology has accelerated the pace of change of consumer media habits, including the variety and capabilities of media in
use. In this evolving environment, we are constantly taking advantage of opportunities to improve service to our clients. We are integrating advertising and marketing campaigns across multiple media platforms, increasing the accountability of client
marketing programs and building digital expertise across all disciplines.
As part of our long-term business strategy and to strengthen our
competitive position in the marketplace, we continue to evaluate strategic opportunities to grow through acquisition and investment. We select companies with quality management teams and outstanding capabilities that will enhance our service
offerings to our existing clients, increase our presence in high-growth markets and/or enhance our ability to attract new clients. We are interested in companies that will complement the service of our existing agencies or allow us to provide new
services to our clients.
18
Managements Discussion and Analysis of Financial Condition and Results of Operations
(continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
In the past, the growth of our businesses has been affected by economic conditions in the markets in
which they operate. At mid-year, there is general concern about slowing in the U.S. economy and certain markets abroad. While the effects of the economic conditions in the future are not predictable, we believe our global presence, breadth and
diversity of our service offerings and enhanced expense management capabilities position us well in a slower economic climate, but there can be no assurance of how an economic downturn will affect us.
We analyze period-to-period changes in our operating performance by determining the portion of the change that is attributable to foreign currency rates
and the change attributable to the net effect of acquisitions and divestitures, with the remainder considered the organic change. For purposes of analyzing this change, acquisitions and divestitures are treated as if they occurred on the first day
of the quarter during which the transaction occurred.
On July 9, 2008 we announced the creation of a management entity called
Mediabrands to oversee our media assets that are included in our Integrated Agency Networks (IAN) segment. The new entity will provide oversight to ensure operational efficiency and increased collaboration across our media units. Our
global media networks, Initiative and Universal McCann, will continue to operate as independent entities, each aligned where appropriate with its respective full-service marketing network partner. Mediabrands will remain in the IAN segment. The
financial results for these units are analyzed together in MD&A for the three and six months ended June 30, 2008 and 2007.
Although the U.S. Dollar is our reporting currency, a substantial portion of our revenues is generated in foreign currencies. Therefore, our reported results are affected by fluctuations in the currencies in which we conduct our
international businesses. We do not use derivative financial instruments to manage this risk. As a result, both positive and negative currency fluctuations against the U.S. Dollar will continue to affect our results of operations. Foreign
currency variations resulted in increases of approximately 4.0% in revenues, salaries and related expenses and office and general expenses in both the three and six months ended June 30, 2008 compared to the respective prior-year periods. The
weakening of the U.S. Dollar against the currencies of many countries in which we operate contributed to higher revenues and operating expenses. During the three and six months ended June 30, 2008, the U.S. Dollar was generally weaker
against the Euro, Brazilian Real, Canadian Dollar and Japanese Yen compared to the respective prior-year periods. The average value of the Euro, in which a considerable amount of our international operations are conducted, strengthened approximately
16.0% and 15.0% against the U.S. Dollar during the three and six months ended June 30, 2008, respectively, compared to the similar prior-year periods.
Second Quarter and First Half of 2008 Highlights
| |
|
|
Total revenue increased 11.1% and 10.3% for the three and six months ended June 30, 2008, respectively. The organic revenue increase was 6.3% and 5.8% for the
three and six months ended June 30, 2008, respectively. |
| |
|
|
Operating margin was 10.9% and 4.3% for the three and six months ended June 30, 2008, compared to 8.8% and 0.7% for the three and six months ended
June 30, 2007. Salaries and related expenses as a percentage of revenue was 60.1% and 65.3% for the three and six months ended June 30, 2008, compared with 61.1% and 66.4% for the three and six months ended June 30, 2007. Office and
general expenses as a percentage of revenue was 28.8% and 30.2% for the three and six months ended June 30, 2008, compared with 30.4% and 33.1% for the three and six months ended June 30, 2007. |
| |
|
|
Total salaries and related expenses increased 9.3% and 8.5% for the three and six months ended June 30, 2008, respectively. The organic increase was 4.4% and
3.9% for the three and six months ended June 30, 2008, respectively. |
| |
|
|
Total office and general expenses increased 5.0% and 0.5% for the three and six months ended June 30, 2008, respectively. The organic increase was 1.3% for the
three months ended June 30, 2008 and the organic decrease was 2.7% for the six months ended June 30, 2008. |
| |
|
|
Diluted earnings (loss) per share was $0.17 and $0.24 for the three months ended June 30, 2008 and 2007, respectively, and $0.04 and ($0.01) for the six months
ended June 30, 2008 and 2007, respectively. |
19
Managements Discussion and Analysis of Financial Condition and Results of Operations
(continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
| |
|
|
Cash, cash equivalents and marketable securities decreased by $181.4 during the first half of 2008. |
| |
|
|
In May 2008, the Securities Exchange Commission (SEC) concluded its investigation that began in 2002 into our financial reporting practices, resulting
in a settlement charge in other income of $12.0 for the six months ended June 30, 2008. |
RESULTS OF OPERATIONS
Consolidated Results of Operations Three and Six Months Ended June 30, 2008 compared to Three and Six Months Ended June 30, 2007
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended June 30, 2007
|
|
Components of change |
|
Three months ended June 30, 2008 |
|
Change |
|
| |
|
|
Foreign currency |
|
|
Net acquisitions/ divestitures |
|
|
Organic |
|
|
Organic |
|
|
Total |
|
| Consolidated |
|
$ |
1,652.7 |
|
$ |
67.6 |
|
|
$ |
10.6 |
|
|
$ |
104.8 |
|
$ |
1,835.7 |
|
6.3 |
% |
|
11.1 |
% |
| Domestic |
|
|
957.1 |
|
|
|
|
|
|
2.8 |
|
|
|
31.1 |
|
|
991.0 |
|
3.2 |
% |
|
3.5 |
% |
| International |
|
|
695.6 |
|
|
67.6 |
|
|
|
7.8 |
|
|
|
73.7 |
|
|
844.7 |
|
10.6 |
% |
|
21.4 |
% |
| United Kingdom |
|
|
142.9 |
|
|
(0.6 |
) |
|
|
2.6 |
|
|
|
16.5 |
|
|
161.4 |
|
11.5 |
% |
|
12.9 |
% |
| Continental Europe |
|
|
263.2 |
|
|
42.4 |
|
|
|
(3.6 |
) |
|
|
11.1 |
|
|
313.1 |
|
4.2 |
% |
|
19.0 |
% |
| Asia Pacific |
|
|
139.3 |
|
|
12.4 |
|
|
|
10.8 |
|
|
|
19.1 |
|
|
181.6 |
|
13.7 |
% |
|
30.4 |
% |
| Latin America |
|
|
73.6 |
|
|
9.4 |
|
|
|
(0.7 |
) |
|
|
11.1 |
|
|
93.4 |
|
15.1 |
% |
|
26.9 |
% |
| Other |
|
|
76.6 |
|
|
4.0 |
|
|
|
(1.3 |
) |
|
|
15.9 |
|
|
95.2 |
|
20.8 |
% |
|
24.3 |
% |
During the second quarter of 2008 our revenue increased by $183.0, primarily consisting of organic
revenue growth of $104.8 and a favorable foreign currency rate impact of $67.6. The domestic organic revenue growth was primarily driven by expanding business with existing clients and winning new clients in advertising and public relations. The
international organic revenue increase occurred throughout all regions, driven by net client wins and increased client spending. The increase in the United Kingdom is primarily due to net client wins in the events marketing businesses. The Asia
Pacific region increase was primarily in China and Australia as a result of net client wins and higher spending from existing clients in our events marketing and media businesses. The increases in Continental Europe and Latin America were primarily
due to higher spending from existing clients and net client wins. Other international revenue increased primarily due to higher revenue from clients where we act as a principal. When we act as a principal we record the gross amount billed to the
client as revenue and the related costs incurred as pass-through costs in office and general expenses.
Our revenue is subject to
fluctuations related to seasonal spending from our clients. Most of our expenses are recognized ratably throughout the year and are less seasonal than revenue. Our revenue is typically lowest in the first quarter and highest in the fourth quarter.
This reflects the seasonal holiday spending of our clients, incentives earned at year-end on various contracts and project work completed that is typically recognized during the fourth quarter.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Six months ended June 30, 2007 |
|
Components of change |
|
Six months ended June 30, 2008 |
|
Change |
|
| |
|
|
Foreign currency |
|
Net acquisitions/ divestitures |
|
|
Organic |
|
|
Organic |
|
|
Total |
|
| Consolidated |
|
$ |
3,011.8 |
|
$ |
119.4 |
|
$ |
15.1 |
|
|
$ |
174.6 |
|
$ |
3,320.9 |
|
5.8 |
% |
|
10.3 |
% |
| Domestic |
|
|
1,763.4 |
|
|
|
|
|
3.5 |
|
|
|
73.2 |
|
|
1,840.1 |
|
4.2 |
% |
|
4.3 |
% |
| International |
|
|
1,248.4 |
|
|
119.4 |
|
|
11.6 |
|
|
|
101.4 |
|
|
1,480.8 |
|
8.1 |
% |
|
18.6 |
% |
| United Kingdom |
|
|
277.4 |
|
|
0.8 |
|
|
5.8 |
|
|
|
21.4 |
|
|
305.4 |
|
7.7 |
% |
|
10.1 |
% |
| Continental Europe |
|
|
469.7 |
|
|
70.7 |
|
|
(10.8 |
) |
|
|
18.5 |
|
|
548.1 |
|
3.9 |
% |
|
16.7 |
% |
| Asia Pacific |
|
|
235.0 |
|
|
21.9 |
|
|
21.3 |
|
|
|
30.6 |
|
|
308.8 |
|
13.0 |
% |
|
31.4 |
% |
| Latin America |
|
|
129.6 |
|
|
16.5 |
|
|
(2.8 |
) |
|
|
15.1 |
|
|
158.4 |
|
11.7 |
% |
|
22.2 |
% |
| Other |
|
|
136.7 |
|
|
9.5 |
|
|
(1.9 |
) |
|
|
15.8 |
|
|
160.1 |
|
11.6 |
% |
|
17.1 |
% |
20
Managements Discussion and Analysis of Financial Condition and Results of Operations
(continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
During the first half of 2008 our revenue increased by $309.1, primarily consisting of organic
revenue growth of $174.6 and a favorable foreign currency rate impact of $119.4. Domestic organic growth was driven by factors similar to those noted above for the second quarter of 2008. The international organic increase occurred throughout all
regions, driven by higher revenue from existing clients in the Asia Pacific region, primarily in China and Australia, and increases in spending by existing clients in Continental Europe, primarily in Spain, Hungary and Turkey. Additionally, the
organic increase for the United Kingdom and other international revenue was driven by factors similar to those noted above for the second quarter of 2008.
Refer to the segment discussion later in this MD&A for information on changes in revenue by segment.
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| |
|
$ |
|
% of Revenue |
|
|
$ |
|
|
% of Revenue |
|
|
$ |
|
% of Revenue |
|
|
$ |
|
|
% of Revenue |
|
| Salaries and related expenses |
|
$ |
1,103.2 |
|
60.1 |
% |
|
$ |
1,009.7 |
|
|
61.1 |
% |
|
$ |
2,168.0 |
|
65.3 |
% |
|
$ |
1,998.5 |
|
|
66.4 |
% |
| Office and general expenses |
|
|
527.8 |
|
28.8 |
% |
|
|
502.6 |
|
|
30.4 |
% |
|
|
1,002.8 |
|
30.2 |
% |
|
|
997.7 |
|
|
33.1 |
% |
| Restructuring and other reorganization- related charges (reversals) |
|
|
4.1 |
|
|
|
|
|
(5.2 |
) |
|
|
|
|
|
7.3 |
|
|
|
|
|
(5.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
|
$ |
1,635.1 |
|
|
|
|
$ |
1,507.1 |
|
|
|
|
|
$ |
3,178.1 |
|
|
|
|
$ |
2,990.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating income |
|
$ |
200.6 |
|
10.9 |
% |
|
$ |
145.6 |
|
|
8.8 |
% |
|
$ |
142.8 |
|
4.3 |
% |
|
$ |
21.4 |
|
|
0.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses decreased as a percentage of revenues, and operating income as a
percentage of revenue increased in the second quarter and first half of 2008 from the comparable 2007 periods, to 10.9% from 8.8%, and to 4.3% from 0.7%, respectively. We consider the change in operating expenses as a percentage of revenue to be key
performance metrics. As our revenue is typically seasonal over the course of the year, we believe that the year-over-year comparisons of operating expense leverage are the appropriate comparable metrics.
Our staff cost ratio, defined as salaries and related expenses as a percentage of revenue, declined to 60.1% from 61.1% in the second quarter, and to
65.3% from 66.4% in the first half of 2008, from the comparable prior-year periods. The improvement was driven by better utilization of base salaries, benefits and tax expenses. Our office and general expense ratio, defined as office and general
expenses as a percentage of revenue, declined to 28.8% from 30.4% in the second quarter, and to 30.2% from 33.1% in the first half of 2008, from the comparable prior year periods. The improvement was primarily driven by key expense categories
including occupancy, professional fees, travel and entertainment, office supplies and telecommunications.
Salaries and Related Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Components of change |
|
|
|
Change |
|
| |
|
2007 |
|
Foreign currency |
|
Net acquisitions/ divestitures |
|
Organic |
|
2008 |
|
Organic |
|
|
Total |
|
| Three months ended June 30, |
|
$ |
1,009.7 |
|
$ |
41.3 |
|
$ |
8.1 |
|
$ |
44.1 |
|
$ |
1,103.2 |
|
4.4 |
% |
|
9.3 |
% |
| Six months ended June 30, |
|
|
1,998.5 |
|
|
79.3 |
|
|
12.1 |
|
|
78.1 |
|
|
2,168.0 |
|
3.9 |
% |
|
8.5 |
% |
21
Managements Discussion and Analysis of Financial Condition and Results of Operations
(continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
The following table details our salary and related expenses as a percentage of consolidated revenue.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Base salaries, benefits and tax |
|
50.0 |
% |
|
51.0 |
% |
|
54.7 |
% |
|
55.8 |
% |
| Incentive expense |
|
3.9 |
% |
|
2.7 |
% |
|
3.9 |
% |
|
3.2 |
% |
| Severance expense |
|
0.6 |
% |
|
1.0 |
% |
|
0.7 |
% |
|
0.9 |
% |
| Temporary help |
|
3.2 |
% |
|
3.5 |
% |
|
3.4 |
% |
|
3.7 |
% |
| All other salaries and related expenses |
|
2.4 |
% |
|
2.9 |
% |
|
2.6 |
% |
|
2.8 |
% |
Salaries and related expenses in the second quarter of 2008 increased by $93.5 compared to the
second quarter of 2007, primarily consisting of an organic increase of $44.1 and an adverse foreign currency rate impact of $41.3. The organic increase was primarily to support business growth resulting in higher base salaries, benefits and
temporary help of $31.6, predominantly at our largest networks. The increase in incentives awards of $24.4 is attributable to both stock-based compensation awards and bonus awards. Stock-based compensation awards include stock options, stock-settled
awards, cash-settled awards and performance-based awards. Expense for stock-based compensation awards increased due to changes in our assumptions, including higher actual forfeitures as compared to estimates associated with the vesting of certain
stock awards in 2007 as compared to 2008. In addition, expense for bonus awards increased due to higher projected operating performance in 2008. Partially offsetting this increase was a reduction in severance expense.
Salaries and related expenses in the first half of 2008 increased by $169.5 compared to the first half of 2007, primarily consisting of an organic
increase of $78.1 and an adverse foreign currency rate impact of $79.3. The organic increase was primarily due to higher base salaries, benefits and temporary help of $57.6 as well as higher incentive awards of $28.2 due to factors similar to those
noted above for the second quarter of 2008.
Changes in our incentive awards mix can impact future period expense as bonus awards are
expensed during the year they are earned and long-term incentive stock awards are expensed over the performance period, generally three years. Other factors impacting long-term incentive awards are the actual number of awards vesting and the change
in our stock price. Additionally, changes can occur based on projected results and could impact trends between various periods in the future.
Office and General Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Components of change |
|
|
|
|
Change |
|
| |
|
2007 |
|
Foreign currency |
|
Net acquisitions/ divestitures |
|
|
Organic |
|
|
2008 |
|
Organic |
|
|
Total |
|
| Three months ended June 30, |
|
$ |
502.6 |
|
$ |
18.8 |
|
$ |
(0.3 |
) |
|
$ |
6.7 |
|
|
$ |
527.8 |
|
1.3 |
% |
|
5.0 |
% |
| Six months ended June 30, |
|
|
997.7 |
|
|
38.0 |
|
|
(6.3 |
) |
|
|
(26.6 |
) |
|
|
1,002.8 |
|
(2.7 |
%) |
|
0.5 |
% |
The following table details our office and general expenses as a percentage of consolidated
revenue. All other office and general expenses includes production expenses, depreciation and amortization, bad debt expense, foreign currency gains (losses) and other expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Professional fees |
|
1.7 |
% |
|
2.0 |
% |
|
2.1 |
% |
|
2.9 |
% |
| Occupancy expense (excluding depreciation and amortization) |
|
7.1 |
% |
|
7.9 |
% |
|
7.9 |
% |
|
8.6 |
% |
| Travel & entertainment, office supplies and telecom |
|
4.3 |
% |
|
4.7 |
% |
|
4.6 |
% |
|
4.9 |
% |
| All other office and general expenses |
|
15.7 |
% |
|
15.8 |
% |
|
15.6 |
% |
|
16.7 |
% |
22
Managements Discussion and Analysis of Financial Condition and Results of Operations
(continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Office and general expenses in the second quarter of 2008 increased by $25.2 compared to the second
quarter of 2007, primarily consisting of an adverse foreign currency rate impact of $18.8 and an organic increase of $6.7. The organic increase was primarily due to higher production expenses for pass-through costs related to certain projects and
increased business with clients where we act as a principal during the second quarter of 2008, partially offset by lower occupancy costs and professional fees.
Office and general expenses in the first half of 2008 increased slightly compared to the first half of 2007, primarily consisting of an adverse foreign currency rate impact of $38.0 partially offset by an organic
decrease of $26.6. The organic decrease was due to lower professional fees, decreased occupancy costs and higher foreign exchange gains on certain balance sheet items. This was partially offset by higher production expenses for factors similar to
those noted above for the second quarter of 2008.
The organic decrease in professional fees was $3.1 and $21.3 during the three and six
months ended June 30, 2008, respectively, compared to the corresponding periods of 2007. Improvements in our financial systems, back-office processes and internal controls we made throughout 2007, and reduced legal consultations, primarily as a
result of the SEC concluding its investigation into our financial reporting practices, contributed to our decline in professional fees.
Production expenses can be a significant component of our office and general expenses and can vary significantly between periods depending upon the timing of completion of certain projects where we act as principal. The timing of production
expenses could impact trends between various periods in the future.
Restructuring and Other Reorganization-Related Charges (Reversals)
Restructuring and other reorganization-related charges of $4.1 and $7.3 for the three and six months ended June 30, 2008,
respectively, primarily relate to the restructuring program announced at Lowe during the third quarter of 2007. In addition, the charges for three months ended June 30, 2008 relate to the realignment of our global media operations. See Note 11
in the unaudited Consolidated Financial Statements for the discussion regarding Mediabrands. Net charges primarily consist of leasehold amortization and additional severance expense. Payments during the quarter related to the 2007 program were
approximately $2.0. The total liability balance as of June 30, 2008 for our restructuring programs is $18.9, of which $3.4, $8.0 and $7.5 relate to the 2007, 2003 and 2001 programs, respectively.
EXPENSES AND OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Cash interest on debt obligations |
|
$ |
(46.3 |
) |
|
$ |
(48.2 |
) |
|
$ |
(97.0 |
) |
|
$ |
(96.0 |
) |
| Non-cash amortization |
|
|
(6.7 |
) |
|
|
(8.7 |
) |
|
|
|