Table of Contents
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 September 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 October 17, 2008 was 476,540,074.
Table of Contents
INDEX
|
|
|
|
|
| |
|
|
|
Page No. |
| PART I. FINANCIAL INFORMATION |
|
|
|
| Item 1. |
|
Financial Statements (Unaudited) |
|
|
|
|
|
|
|
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2008 and 2007 |
|
3 |
|
|
|
|
|
Condensed Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007 |
|
4 |
|
|
|
|
|
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2008 and 2007 |
|
5 |
|
|
|
|
|
Notes to Consolidated Financial Statements |
|
6 |
|
|
|
| Item 2. |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
|
17 |
|
|
|
| Item 3. |
|
Quantitative and Qualitative Disclosures about Market Risk |
|
30 |
|
|
|
| Item 4. |
|
Controls and Procedures |
|
30 |
|
| PART II. OTHER INFORMATION |
|
|
|
| Item 1. |
|
Legal Proceedings |
|
31 |
|
|
|
| Item 1A. |
|
Risk Factors |
|
31 |
|
|
|
| Item 2. |
|
Unregistered Sales of Equity Securities and Use of Proceeds |
|
31 |
|
|
|
| Item 6. |
|
Exhibits |
|
32 |
|
|
| SIGNATURES |
|
33 |
|
|
| INDEX TO EXHIBITS |
|
34 |
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:
| |
|
|
potential effects of a weakening economy could adversely affect our clients need for advertising and marketing services, or even their solvency, and as such,
could have a negative impact on our business; |
| |
|
|
our ability to attract new clients and retain existing clients; |
| |
|
|
our ability to retain and attract key employees; |
| |
|
|
risks associated with assumptions we make in connection with our critical accounting estimates; |
| |
|
|
potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments; |
| |
|
|
risks associated with the effects of global, national and regional economic and political conditions, including counterparty risks and fluctuations in economic
growth rates, interest rates and currency exchange rates; and |
| |
|
|
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.
Table of Contents
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| REVENUE |
|
$ |
1,740.0 |
|
|
$ |
1,559.9 |
|
|
$ |
5,060.9 |
|
|
$ |
4,571.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Salaries and related expenses |
|
|
1,093.5 |
|
|
|
1,034.7 |
|
|
|
3,261.5 |
|
|
|
3,033.2 |
|
| Office and general expenses |
|
|
526.3 |
|
|
|
468.9 |
|
|
|
1,529.1 |
|
|
|
1,466.6 |
|
| Restructuring and other reorganization-related charges (reversals) |
|
|
3.9 |
|
|
|
5.2 |
|
|
|
11.2 |
|
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
|
|
1,623.7 |
|
|
|
1,508.8 |
|
|
|
4,801.8 |
|
|
|
4,499.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING INCOME |
|
|
116.3 |
|
|
|
51.1 |
|
|
|
259.1 |
|
|
|
72.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EXPENSES AND OTHER INCOME: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
|
|
(53.2 |
) |
|
|
(60.1 |
) |
|
|
(163.9 |
) |
|
|
(172.0 |
) |
| Interest income |
|
|
23.3 |
|
|
|
30.2 |
|
|
|
75.0 |
|
|
|
86.8 |
|
| Other (expense) income |
|
|
(1.0 |
) |
|
|
(4.8 |
) |
|
|
3.9 |
|
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total (expenses) and other income |
|
|
(30.9 |
) |
|
|
(34.7 |
) |
|
|
(85.0 |
) |
|
|
(83.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) before income taxes |
|
|
85.4 |
|
|
|
16.4 |
|
|
|
174.1 |
|
|
|
(11.0 |
) |
| Provision for (benefit of) income taxes |
|
|
35.5 |
|
|
|
35.8 |
|
|
|
90.9 |
|
|
|
(1.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) of consolidated companies |
|
|
49.9 |
|
|
|
(19.4 |
) |
|
|
83.2 |
|
|
|
(9.7 |
) |
| Income applicable to minority interests, net of tax |
|
|
(4.7 |
) |
|
|
(3.7 |
) |
|
|
(7.3 |
) |
|
|
(5.7 |
) |
| Equity in net income of unconsolidated affiliates, net of tax |
|
|
0.5 |
|
|
|
1.2 |
|
|
|
2.1 |
|
|
|
4.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NET INCOME (LOSS) |
|
|
45.7 |
|
|
|
(21.9 |
) |
|
|
78.0 |
|
|
|
(10.8 |
) |
| Dividends on preferred stock |
|
|
6.9 |
|
|
|
6.9 |
|
|
|
20.7 |
|
|
|
20.7 |
|
| Allocation to participating securities |
|
|
0.1 |
|
|
|
|
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS |
|
$ |
38.7 |
|
|
$ |
(28.8 |
) |
|
$ |
56.7 |
|
|
$ |
(31.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings (loss) per share of common stock basic and diluted |
|
$ |
0.08 |
|
|
$ |
(0.06 |
) |
|
$ |
0.12 |
|
|
$ |
(0.07 |
) |
|
|
|
|
|
| Weighted-average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
462.8 |
|
|
|
458.6 |
|
|
|
460.8 |
|
|
|
457.3 |
|
| Diluted |
|
|
519.4 |
|
|
|
458.6 |
|
|
|
499.9 |
|
|
|
457.3 |
|
The accompanying notes are an integral part of these unaudited financial statements.
3
Table of Contents
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Millions)
(Unaudited)
|
|
|
|
|
|
|
|
|
| |
|
September 30, 2008 |
|
|
December 31, 2007 |
|
| ASSETS: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
1,689.8 |
|
|
$ |
2,014.9 |
|
| Marketable securities |
|
|
17.8 |
|
|
|
22.5 |
|
| Accounts receivable, net of allowance of $61.1 and $61.8 |
|
|
3,821.2 |
|
|
|
4,132.7 |
|
| Expenditures billable to clients |
|
|
1,411.3 |
|
|
|
1,210.6 |
|
| Other current assets |
|
|
301.5 |
|
|
|
305.1 |
|
|
|
|
|
|
|
|
|
|
| Total current assets |
|
|
7,241.6 |
|
|
|
7,685.8 |
|
| Furniture, equipment and leasehold improvements, net of accumulated depreciation of $1,111.3 and $1,089.0 |
|
|
571.8 |
|
|
|
620.0 |
|
| Deferred income taxes |
|
|
474.6 |
|
|
|
479.9 |
|
| Goodwill |
|
|
3,325.0 |
|
|
|
3,231.6 |
|
| Other assets |
|
|
484.3 |
|
|
|
440.8 |
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
$ |
12,097.3 |
|
|
$ |
12,458.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES: |
|
|
|
|
|
|
|
|
| Accounts payable |
|
$ |
3,979.3 |
|
|
$ |
4,124.3 |
|
| Accrued liabilities |
|
|
2,623.6 |
|
|
|
2,691.2 |
|
| Short-term debt |
|
|
81.9 |
|
|
|
305.1 |
|
|
|
|
|
|
|
|
|
|
| Total current liabilities |
|
|
6,684.8 |
|
|
|
7,120.6 |
|
| Long-term debt |
|
|
2,043.1 |
|
|
|
2,044.1 |
|
| Deferred compensation and employee benefits |
|
|
521.9 |
|
|
|
553.5 |
|
| Other non-current liabilities |
|
|
436.4 |
|
|
|
407.7 |
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
|
9,686.2 |
|
|
|
10,125.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Commitments and contingencies (Note 12) |
|
|
|
|
|
|
|
|
|
|
|
| STOCKHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
| Preferred stock |
|
|
525.0 |
|
|
|
525.0 |
|
| Common stock |
|
|
46.4 |
|
|
|
45.9 |
|
| Additional paid-in capital |
|
|
2,672.8 |
|
|
|
2,635.0 |
|
| Accumulated deficit |
|
|
(663.1 |
) |
|
|
(741.1 |
) |
| Accumulated other comprehensive loss, net of tax |
|
|
(156.0 |
) |
|
|
(118.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
2,425.1 |
|
|
|
2,346.2 |
|
| Less: Treasury stock |
|
|
(14.0 |
) |
|
|
(14.0 |
) |
|
|
|
|
|
|
|
|
|
| TOTAL STOCKHOLDERS EQUITY |
|
|
2,411.1 |
|
|
|
2,332.2 |
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
12,097.3 |
|
|
$ |
12,458.1 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited financial statements.
4
Table of Contents
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Millions)
(Unaudited)
|
|
|
|
|
|
|
|
|
| |
|
Nine months ended September 30, |
|
| |
|
2008 |
|
|
2007 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
78.0 |
|
|
$ |
(10.8 |
) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
| Depreciation and amortization of fixed assets and intangible assets |
|
|
130.5 |
|
|
|
127.6 |
|
| Provision for bad debt |
|
|
6.3 |
|
|
|
7.1 |
|
| Amortization of restricted stock and other non-cash compensation |
|
|
64.4 |
|
|
|
55.3 |
|
| Amortization of bond discounts and deferred financing costs |
|
|
21.1 |
|
|
|
23.4 |
|
| Deferred income tax provision (benefit) |
|
|
3.9 |
|
|
|
(36.7 |
) |
| (Gains) losses on sales of businesses and investments |
|
|
(3.9 |
) |
|
|
15.4 |
|
| Income applicable to minority interests, net of tax |
|
|
7.3 |
|
|
|
5.7 |
|
| Other |
|
|
10.8 |
|
|
|
(8.6 |
) |
| Change in assets and liabilities, net of acquisitions and dispositions: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
465.4 |
|
|
|
409.3 |
|
| Expenditures billable to clients |
|
|
(205.2 |
) |
|
|
(242.7 |
) |
| Prepaid expenses and other current assets |
|
|
(14.1 |
) |
|
|
4.6 |
|
| Accounts payable |
|
|
(325.2 |
) |
|
|
(424.3 |
) |
| Accrued liabilities |
|
|
(80.1 |
) |
|
|
(140.7 |
) |
| Other non-current assets and liabilities |
|
|
(13.1 |
) |
|
|
(4.4 |
) |
|
|
|
|
|
|
|
|
|
| Net cash provided by (used in) operating activities |
|
|
146.1 |
|
|
|
(219.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Acquisitions, including deferred payments, net of cash acquired |
|
|
(101.0 |
) |
|
|
(122.5 |
) |
| Capital expenditures |
|
|
(82.8 |
) |
|
|
(96.4 |
) |
| Sales and maturities of short-term marketable securities |
|
|
6.0 |
|
|
|
622.1 |
|
| Purchases of short-term marketable securities |
|
|
(9.6 |
) |
|
|
(715.6 |
) |
| Proceeds from sales of businesses and investments, net of cash sold |
|
|
7.6 |
|
|
|
28.6 |
|
| Purchases of investments |
|
|
(20.1 |
) |
|
|
(16.9 |
) |
| Other investing activities |
|
|
1.6 |
|
|
|
4.3 |
|
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
|
|
(198.3 |
) |
|
|
(296.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Repayment of 4.50% Convertible Senior Notes |
|
|
(190.8 |
) |
|
|
|
|
| Net decrease in short-term bank borrowings |
|
|
(23.3 |
) |
|
|
(9.3 |
) |
| Distributions to minority interests |
|
|
(10.3 |
) |
|
|
(14.2 |
) |
| Preferred stock dividends |
|
|
(20.7 |
) |
|
|
(20.7 |
) |
| Other financing activities |
|
|
(18.0 |
) |
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
| Net cash used in financing activities |
|
|
(263.1 |
) |
|
|
(42.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| Effect of exchange rate changes on cash and cash equivalents |
|
|
(9.8 |
) |
|
|
33.5 |
|
|
|
|
|
|
|
|
|
|
| Net decrease in cash and cash equivalents |
|
|
(325.1 |
) |
|
|
(525.6 |
) |
| Cash and cash equivalents at beginning of year |
|
|
2,014.9 |
|
|
|
1,955.7 |
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents at end of period |
|
$ |
1,689.8 |
|
|
$ |
1,430.1 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited financial statements.
5
Table of Contents
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. The preparation of financial statements in accordance
with accounting principles generally accepted in the United States requires us to make judgments, assumptions, and estimates that affect the amounts reported and disclosed. Actual results could differ from those estimates. 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
Interest Rate Swap
In September 2008, we terminated our interest rate swap agreement executed in June 2008 related
to $125.0 in notional amount of our 7.25% Senior Unsecured Notes due 2011 (the 7.25% Notes). We will receive approximately $3.0 in cash in equal semi-annual installments over the life of the 7.25% Notes. Accordingly, a gain of $2.4 will
be amortized as a reduction to interest expense over the remaining term of the 7.25% Notes, resulting in an effective interest rate of 7.1% per annum.
Credit Agreement
In July 2008 we entered into a $335.0 Three-Year Credit Agreement (the
2008 Credit Agreement) with a syndicate of banks. 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.
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 September 30, 2008) for cash on or after September 15, 2009.
Note 3: Fair Value
Measurements
Effective January 1, 2008, we adopted Statement of Financial Accounting Standards 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
6
Table of Contents
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
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. |
As of September 30, 2008, we held $12.5 in par value of asset backed auction rate securities.
Since August 2007, auctions have failed due to insufficient bids from buyers, which required us to adjust the securities to a book value of $6.7 during the fourth quarter of 2007. We intend to hold our auction rate securities until we can recover
the full principal and have classified the auction rate securities as long-term investments within other assets in our consolidated balance sheet as of September 30, 2008.
In October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,
which addresses the application of SFAS 157 for illiquid financial instruments. FSP FAS 157-3 clarifies that approaches to determining fair value other than the market approach may be appropriate when the market for a financial asset is not active.
We believe that an income approach valuation technique to value our auction rate securities is more representative of fair value than a market approach valuation technique. Specifically, we used the discount rate adjustment technique with a discount
rate of 10.84% derived from observed rates of return for comparable assets that are traded in the market. Based on our analysis, we have determined that the fair value of the auction rate securities adequately supports its book value.
The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of September 30, 2008 and
indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.
|
|
|
|
|
|
|
| |
|
Level 1 |
|
Level 3 |
| Assets |
|
|
|
|
|
|
| Cash equivalents |
|
$ |
901.6 |
|
$ |
|
| Short-term marketable securities |
|
|
17.8 |
|
|
|
| Long-term investments |
|
|
12.1 |
|
|
6.7 |
| Foreign currency derivatives |
|
|
|
|
|
1.8 |
|
|
|
| Liabilities |
|
|
|
|
|
|
| Minority interest put obligation |
|
$ |
|
|
$ |
20.2 |
7
Table of Contents
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 September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
| |
|
Balance as of June 30, 2008 |
|
Realized gains (losses) included in net income |
|
|
Balance as of September 30, 2008 |
| Assets |
|
|
|
|
|
|
|
|
|
|
| Auction rate securities |
|
$ |
6.7 |
|
$ |
|
|
|
$ |
6.7 |
| Foreign currency derivatives |
|
|
3.1 |
|
|
(1.3 |
) |
|
|
1.8 |
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
|
|
| Minority interest put obligation |
|
$ |
21.1 |
|
$ |
0.9 |
|
|
$ |
20.2 |
|
|
|
|
| Nine months ended September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
| |
|
Balance as of January 1, 2008 |
|
Realized losses included in net income |
|
|
Balance as of September 30, 2008 |
| Assets |
|
|
|
|
|
|
|
|
|
|
| Auction rate securities |
|
$ |
6.7 |
|
$ |
|
|
|
$ |
6.7 |
| Foreign currency derivatives |
|
|
3.1 |
|
|
(1.3 |
) |
|
|
1.8 |
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
|
|
| Minority interest put obligation |
|
$ |
18.8 |
|
$ |
(1.4 |
) |
|
$ |
20.2 |
Realized gains (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
|
|
|
|
|
|
|
| |
|
September 30, 2008 |
|
December 31, 2007 |
| Media and production expenses |
|
$ |
1,933.5 |
|
$ |
1,943.5 |
| Salaries, benefits and related expenses |
|
|
401.0 |
|
|
471.9 |
| Office and related expenses |
|
|
63.2 |
|
|
90.9 |
| Professional fees |
|
|
21.5 |
|
|
27.7 |
| Restructuring and other reorganization-related |
|
|
10.6 |
|
|
30.1 |
| Interest |
|
|
25.9 |
|
|
33.8 |
| Acquisition obligations |
|
|
40.1 |
|
|
5.4 |
| Other |
|
|
127.8 |
|
|
87.9 |
|
|
|
|
|
|
|
| Total |
|
$ |
2,623.6 |
|
$ |
2,691.2 |
|
|
|
|
|
|
|
|
|
|
| 2004 Restatement Liabilities |
|
|
|
|
|
|
| |
|
September 30, 2008 |
|
December 31, 2007 |
| Vendor discounts and credits |
|
$ |
149.9 |
|
$ |
165.5 |
| Internal investigations (includes asset reserves) |
|
|
7.4 |
|
|
8.2 |
| International compensation arrangements |
|
|
9.4 |
|
|
10.9 |
|
|
|
|
|
|
|
| Total |
|
$ |
166.7 |
|
$ |
184.6 |
|
|
|
|
|
|
|
8
Table of Contents
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 nine months ended September 30, 2008,
we satisfied $1.4 of these liabilities through cash payments and reductions of certain client receivables. Further reductions of these liabilities were a result of favorable settlements with clients, the release of liabilities due to the lapse of
the respective statutes of limitations and 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 $3.9 and $11.2 for the three and nine months ended September 30, 2008, respectively,
primarily relate to the realignment of our global media operations. See Note 11 for a discussion regarding the creation of our new management entity, Mediabrands, in the second quarter of 2008. In addition, the charges for the nine months ended
September 30, 2008 relate to the restructuring program announced at Lowe Worldwide (Lowe) during the third quarter of 2007. Net charges primarily consist of leasehold amortization and additional severance expense. Payments during
the quarter related to the 2007, 2003 and 2001 programs were approximately $3.0. The total liability balance as of September 30, 2008 for our restructuring programs is $15.7, of which $1.9, $6.9 and $6.9 relate to the 2007, 2003 and 2001
programs, respectively.
Other (Expense) Income
Results of operations for the three and nine months ended September 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 (expense) line in the Consolidated Statements of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| (Losses) gains on sales of businesses and investments |
|
$ |
(0.1 |
) |
|
$ |
(7.1 |
) |
|
$ |
3.9 |
|
|
$ |
(15.4 |
) |
| Vendor discounts and credit adjustments |
|
|
2.4 |
|
|
|
3.5 |
|
|
|
12.6 |
|
|
|
11.5 |
|
| Litigation settlement |
|
|
|
|
|
|
(1.7 |
) |
|
|
(12.0 |
) |
|
|
(1.7 |
) |
| Other (expense) income |
|
|
(3.3 |
) |
|
|
0.5 |
|
|
|
(0.6 |
) |
|
|
7.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
(1.0 |
) |
|
$ |
(4.8 |
) |
|
$ |
3.9 |
|
|
$ |
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of businesses and investments Primarily includes realized gains and losses
relating to the sales of businesses, cumulative translation adjustment balances from the liquidation of entities, sales of marketable securities and investments in publicly traded and privately held companies in our Rabbi Trusts, and charges related
to declines in the values of investments that are deemed to be other than temporary.
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.
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
Table of Contents
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 nine months ended September 30, 2008, we completed nine 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, b) a digital advertising and communications agency in the United Kingdom, c) a marketing services agency in France, d) a 51%
interest in a digital marketing agency in North America, and e) an additional 31.1% interest in a full-service advertising agency in the Middle East which increases our total interest in that agency to 51%. Total cash paid for these acquisitions at
closing was $100.8, and we have accrued an additional $51.7 for known deferred payments, primarily related to our acquisition in the Middle East.
For companies acquired during the first nine months 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 $183.0). The purchase price allocations for our acquisitions are substantially complete, however certain of these allocations are based on estimates and assumptions and are subject to change. The final determination
of the estimated fair value of the acquired net assets will be completed as soon as possible, but no later than one year from the acquisition date. All acquisitions during the first nine months of 2008 are included in the IAN operating segment. Pro
forma information, as required by 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.
During the nine months ended September 30, 2007, we completed six acquisitions, of which
the most significant were: 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 two full-service advertising agencies in
India in which we previously held 49% and 51% interests. Total cash paid during the first nine months of 2007 for these acquisitions was $112.8.
Details of cash paid for current and prior years acquisitions are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Cash paid for current year acquisitions |
|
$ |
85.6 |
|
|
$ |
32.5 |
|
|
$ |
100.8 |
|
|
$ |
112.8 |
|
| Cash paid for prior year acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of investment |
|
|
10.3 |
|
|
|
1.6 |
|
|
|
22.3 |
|
|
|
13.5 |
|
| Compensation expense related payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4 |
|
| Less: cash acquired |
|
|
(21.2 |
) |
|
|
(0.1 |
) |
|
|
(22.1 |
) |
|
|
(3.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total cash paid for acquisitions |
|
$ |
74.7 |
|
|
$ |
34.0 |
|
|
$ |
101.0 |
|
|
$ |
123.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition, for the nine months ended September 30, 2007, we acquired $8.1 of marketable
securities held by one of our acquisitions.
10
Table of Contents
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. Certain immaterial foreign pension plans have been excluded from the below tables. The components of net periodic cost for the domestic pension plans, the principal foreign pension plans and the postretirement benefit plans are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Domestic pension plans |
|
|
Foreign pension plans |
|
|
Postretirement benefit plans |
|
| Three months ended September 30, |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Service cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
4.0 |
|
|
$ |
4.0 |
|
|
$ |
|
|
|
$ |
0.1 |
|
| Interest cost |
|
|
2.1 |
|
|
|
2.0 |
|
|
|
6.8 |
|
|
|
6.4 |
|
|
|
0.6 |
|
|
|
0.9 |
|
| Expected return on plan assets |
|
|
(2.6 |
) |
|
|
(2.6 |
) |
|
|
(6.1 |
) |
|
|
(6.2 |
) |
|
|
|
|
|
|
|
|
| Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transition obligation |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
0.1 |
|
| Prior service cost (credit) |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
(0.1 |
) |
| Unrecognized actuarial losses (gains) |
|
|
1.4 |
|
|
|
1.7 |
|
|
|
0.2 |
|
|
|
0.8 |
|
|
|
(0.5 |
) |
|
|
0.2 |
|
| Curtailment loss |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net periodic cost |
|
$ |
0.9 |
|
|
$ |
1.1 |
|
|
$ |
5.2 |
|
|
$ |
5.2 |
|
|
$ |
0.1 |
|
|
$ |
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Domestic pension plans |
|
|
Foreign pension plans |
|
|
Postretirement benefit plans |
|
| Nine months ended September 30, |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Service cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
12.3 |
|
|
$ |
12.1 |
|
|
$ |
0.3 |
|
|
$ |
0.4 |
|
| Interest cost |
|
|
6.3 |
|
|
|
6.1 |
|
|
|
20.9 |
|
|
|
18.4 |
|
|
|
2.4 |
|
|
|
2.7 |
|
| Expected return on plan assets |
|
|
(7.8 |
) |
|
|
(7.7 |
) |
|
|
(18.6 |
) |
|
|
(18.2 |
) |
|
|
|
|
|
|
|
|
| Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transition obligation |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
| Prior service cost (credit) |
|
|
|
|
|
|
|
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
(0.1 |
) |
|
|
(0.1 |
) |
| Unrecognized actuarial losses |
|
|
4.3 |
|
|
|
5.1 |
|
|
|
0.5 |
|
|
|
2.4 |
|
|
|
|
|
|
|
0.6 |
|
| Curtailment gain |
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net periodic cost |
|
$ |
2.8 |
|
|
$ |
3.5 |
|
|
$ |
15.3 |
|
|
$ |
15.2 |
|
|
$ |
2.7 |
|
|
$ |
3.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three and nine months ended September 30, 2008, we made contributions of $5.7 and
$21.9, respectively, to our foreign pension plans. For the remainder of 2008, we expect to contribute $6.2 to our foreign pension plans. In accordance with changes required by the Pension Protection Act of 2006, we contributed $2.3 to our domestic
pension plans during the three and nine months ended September 30, 2008. For the remainder of 2008, we do not expect to make any additional contributions to our domestic pension plans.
11
Table of Contents
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 7: Stock-Based Compensation
During the nine months ended September 30, 2008 we granted the following stock-based compensation awards under our 2006 Performance Incentive Plan:
|
|
|
|
|
|
| |
|
Awards |
|
Weighted-Average Grant-Date Fair Value (per award) |
| Stock Options |
|
2.4 |
|
$ |
4.08 |
| Stock-Settled Awards |
|
6.2 |
|
$ |
9.64 |
| Cash-Settled Awards |
|
1.2 |
|
$ |
9.80 |
| Performance-Based Awards |
|
3.4 |
|
$ |
9.99 |
|
|
|
|
|
|
| Total Stock-Based Compensation Awards |
|
13.2 |
|
|
|
|
|
|
|
|
|
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.
Note 8: Comprehensive (Loss) Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Net income (loss) |
|
$ |
45.7 |
|
|
$ |
(21.9 |
) |
|
$ |
78.0 |
|
|
$ |
(10.8 |
) |
| Foreign currency translation adjustment |
|
|
(77.3 |
) |
|
|
54.8 |
|
|
|
(37.5 |
) |
|
|
93.5 |
|
| Adjustments to pension and other postretirement plans, net of tax |
|
|
4.8 |
|
|
|
7.8 |
|
|
|
3.0 |
|
|
|
9.0 |
|
| Net unrealized holding (losses) gains on securities, net of tax |
|
|
(1.1 |
) |
|
|
0.3 |
|
|
|
(2.9 |
) |
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
(27.9 |
) |
|
$ |
41.0 |
|
|
$ |
40.6 |
|
|
$ |
92.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
12
Table of Contents
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
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 September 30, |
|
|
Nine months ended September 30, |
|
| |
|
2008 |
|
2007 |
|
|
2008 |
|
2007 |
|
| Net income (loss) |
|
$ |
45.7 |
|
$ |
(21.9 |
) |
|
$ |
78.0 |
|
$ |
(10.8 |
) |
| Less: Preferred stock dividends |
|
|
6.9 |
|
|
6.9 |
|
|
|
20.7 |
|
|
20.7 |
|
| Allocation to participating securities(1)
|
|
|
0.1 |
|
|
|
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) applicable to common stockholders basic |
|
$ |
38.7 |
|
$ |
(28.8 |
) |
|
$ |
56.7 |
|
$ |
(31.5 |
) |
| Add: Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest on 4.25% Convertible Senior Notes |
|
|
0.4 |
|
|
|
|
|
|
1.0 |
|
|
|
|
| Interest on 4.75% Convertible Senior Notes |
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) applicable to common stockholders diluted |
|
$ |
40.1 |
|
$ |
(28.8 |
) |
|
$ |
57.7 |
|
$ |
(31.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Weighted-average number of common shares outstanding basic |
|
|
462.8 |
|
|
458.6 |
|
|
|
460.8 |
|
|
457.3 |
|
| Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Restricted stock and stock options |
|
|
8.3 |
|
|
|
|
|
|
6.9 |
|
|
|
|
| 4.25% Convertible Senior Notes |
|
|
32.2 |
|
|
|
|
|
|
32.2 |
|
|
|
|
| 4.75% Convertible Senior Notes |
|
|
16.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted-average number of common shares outstanding diluted |
|
|
519.4 |
|
|
458.6 |
|
|
|
499.9 |
|
|
457.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Earnings (loss) per share basic |
|
$ |
0.08 |
|
$ |
(0.06 |
) |
|
$ |
0.12 |
|
$ |
(0.07 |
) |
| Earnings (loss) per share diluted |
|
$ |
0.08 |
|
$ |
(0.06 |
) |
|
$ |
0.12 |
|
$ |
(0.07 |
) |
| (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 three and nine months ended September 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 three and nine
months ended September 30, 2007 because our potentially dilutive securities are antidilutive as a result of the net loss applicable to common stockholders in each period.
13
Table of Contents
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 September 30, |
|
Nine months ended September 30, |
| |
|
2008 |
|
2007 |
|
2008 |
|
2007 |
| Stock options and non-vested restricted stock awards |
|
|
|
7.0 |
|
|
|
6.6 |
| Capped warrants |
|
|
|
2.5 |
|
|
|
4.9 |
| 4.75% Convertible Senior Notes |
|
|
|
|
|
16.1 |
|
|
| 4.25% Convertible Senior Notes |
|
|
|
32.2 |
|
|
|
32.2 |
| 4.50% Convertible Senior Notes |
|
0.7 |
|
32.2 |
|
5.0 |
|
32.2 |
| Series B Preferred Stock |
|
38.4 |
|
38.4 |
|
38.4 |
|
38.4 |
|
|
|
|
|
|
|
|
|
| Total |
|
39.1 |
|
112.3 |
|
59.5 |
|
114.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities excluded from the diluted earnings (loss) per share calculation because the exercise price was greater than the average market
price: |
|
|
|
|
|
|
|
|
| Stock options(1) |
|
27.1 |
|
23.0 |
|
27.1 |
|
20.4 |
| Warrants(2) |
|
67.9 |
|
38.8 |
|
67.9 |
|
38.8 |
| (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. |
Note 10: Taxes
The effective tax rates for the three and nine months ended September 30, 2008 were 41.6% and 52.2%, respectively. For the three and nine months
ended September 30, 2008, the differences between the effective tax rates 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 nine months ended September 30, 2008, the SEC settlement provision for which we receive no tax benefit and the release of valuation allowances in jurisdictions where we believe it is more likely than not that we will realize
our deferred tax assets. The tax provision for the first nine months of 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 a 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 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 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.
14
Table of Contents
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
On October 3, 2008, the Emergency Economic Stabilization Act of 2008 (the Act) was
enacted in the United States. The Act primarily contains provisions which address the U.S. banking and financial industry bailout. In addition, it contains various tax provisions. However, based on our review we do not anticipate any material impact
to our financial position from the tax provisions contained in the Act.
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 provides oversight of operational efficiency and increased collaboration across our media units. Our global media networks, Initiative and Universal McCann, 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 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. The profitability measure employed by our chief operating decision maker for allocating
resources to our operating divisions and assessing operating division performance is operating income (loss), excluding the impact of restructuring and other reorganization-related charges (reversals) and long-lived asset impairment and other
charges. 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 September 30, |
|
|
Nine months ended September 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IAN |
|
$ |
1,450.1 |
|
|
$ |
1,311.7 |
|
|
$ |
4,229.7 |
|
|
$ |
3,822.3 |
|
| CMG |
|
|
289.9 |
|
|
|
248.2 |
|
|
|
831.2 |
|
|
|
749.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
1,740.0 |
|
|
$ |
1,559.9 |
|
|
$ |
5,060.9 |
|
|
$ |
4,571.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IAN |
|
$ |
144.0 |
|
|
$ |
97.4 |
|
|
$ |
344.5 |
|
|
$ |
200.9 |
|
| CMG |
|
|
23.8 |
|
|
|
12.6 |
|
|
|
56.2 |
|
|
|
29.8 |
|
| Corporate and other |
|
|
(47.6 |
) |
|
|
(53.7 |
) |
|
|
(130.4 |
) |
|
|
(158.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
120.2 |
|
|
|
56.3 |
|
|
|
270.3 |
|
|
|
71.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Restructuring and other reorganization-related (charges) reversals |
|
|
(3.9 |
) |
|
|
(5.2 |
) |
|
|
(11.2 |
) |
|
|
0.6 |
|
| Interest expense |
|
|
(53.2 |
) |
|
|
(60.1 |
) |
|
|
(163.9 |
) |
|
|
(172.0 |
) |
| Interest income |
|
|
23.3 |
|
|
|
30.2 |
|
|
|
75.0 |
|
|
|
86.8 |
|
| Other (expense) income |
|
|
(1.0 |
) |
|
|
(4.8 |
) |
|
|
3.9 |
|
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) before income taxes |
|
$ |
85.4 |
|
|
$ |
16.4 |
|
|
$ |
174.1 |
|
|
$ |
(11.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and amortization of fixed assets and intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IAN |
|
$ |
34.6 |
|
|
$ |
32.6 |
|
|
$ |
99.3 |
|
|
$ |
93.7 |
|
| CMG |
|
|
3.7 |
|
|
|
4.4 |
|
|
|
12.1 |
|
|
|
13.6 |
|
| Corporate and other |
|
|
5.9 |
|
|
|
6.7 |
|
|
|
19.1 |
|
|
|
20.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
44.2 |
|
|
$ |
43.7 |
|
|
$ |
130.5 |
|
|
$ |
127.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IAN |
|
$ |
20.4 |
|
|
$ |
25.6 |
|
|
$ |
69.1 |
|
|
$ |
79.2 |
|
| CMG |
|
|
3.0 |
|
|
|
2.4 |
|
|
|
9.4 |
|
|
|
6.2 |
|
| Corporate and other |
|
|
0.6 |
|
|
|
1.9 |
|
|
|
4.3 |
|
|
|
11.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
24.0 |
|
|
$ |
29.9 |
|
|
$ |
82.8 |
|
|
$ |
96.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
September 30, 2008 |
|
|
December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
| Total assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| IAN |
|
$ |
10,105.7 |
|
|
$ |
10,195.2 |
|
|
|
|
|
|
|
|
|
| CMG |
|
|
993.1 |
|
|
|
961.2 |
|
|
|
|
|
|
|
|
|
| Corporate and other |
|
|
998.5 |
|
|
|
1,301.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
12,097.3 |
|
|
$ |
12,458.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
Table of Contents
Notes to Consolidated Financial Statements (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 12: Commitments and Contingencies
Legal Matters
We are or have
been involved in 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. The amount of such parent company guarantees was $288.9 and $327.1 as of September 30, 2008 and December 31, 2007, respectively.
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 conversion, 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.
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.
16
Table of Contents
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. We generate sales, earnings and cash flows from our agency brands
delivering 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
17
Table of Contents
Managements Discussion and Analysis of Financial Condition and Results of Operations
(continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
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.
The continuing uncertainty in the worldwide financial system has negatively impacted general business conditions. It is possible that a weakening economy
could adversely affect our clients need for advertising and marketing services, or even their solvency, but we cannot predict whether or to what extent this will occur. We are not dependent on short-term funding, and the limited availability
of credit in the market has not affected our credit facilities, including our ELF facility, or our liquidity or materially impacted our funding costs. As of September 30, 2008, approximately 85% of our debt obligations bore interest at fixed
rates. We have diversified counterparties and clients, but we continue to monitor our counterparty and client risks closely. While the effects of the economic conditions in the future are not predictable, we believe our global presence, the breadth
and diversity of our service offerings and our enhanced expense management capabilities position us well in a slower economic climate.
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 to be 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 provides oversight to ensure operational efficiency and increased collaboration across our media units. Our global media networks, Initiative and Universal McCann, continue to operate as
independent entities, each aligned where appropriate with its respective full-service marketing network partner. The previous existing entities that comprise Mediabrands remain in the IAN segment. The financial results for these units are analyzed
together in MD&A for the three and nine months ended September 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 translation 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 2% and 3% in revenues, salaries and related expenses and office and general expenses for the three and nine months ended September 30, 2008, respectively, compared to the respective prior-year periods. In recent months the
U.S. Dollar has started to strengthen against several foreign currencies, and if this trend continues, it will have a negative impact on our consolidated results of operations.
Third Quarter and First Nine Months of 2008 and 2007 Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended September 30, 2008 |
|
|
Nine months ended September 30, 2008 |
|
| % increase/(decrease) |
|
Reported |
|
|
Organic |
|
|
Reported |
|
|
Organic |
|
| Revenue |
|
|
11.5 |
% |
|
|
7.6 |
% |
|
|
10.7 |
% |
|
|
6.4 |
% |
| Salaries and related expenses |
|
|
5.7 |
% |
|
|
1.7 |
% |
|
|
7.5 |
% |
|
|
3.1 |
% |
| Office and general expenses |
|
|
12.2 |
% |
|
|
9.2 |
% |
|
|
4.3 |
% |
|
|
1.1 |
% |
|
|
|
| |
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Operating margin |
|
|
6.7 |
% |
|
|
3.3 |
% |
|
|
5.1 |
% |
|
|
1.6 |
% |
| Expenses as % of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Salaries and related expenses |
|
|
62.8 |
% |
|
|
66.3 |
% |
|
|
64.4 |
% |
|
|
66.3 |
% |
| Office and general expenses |
|
|
30.2 |
% |
|
|
30.1 |
% |
|
|
30.2 |
% |
|
|
32.1 |
% |
| Diluted earnings (loss) per share |
|
$ |
0.08 |
|
|
$ |
(0.06 |
) |
|
$ |
0.12 |
|
|
$ |
(0.07 |
) |
18
Table of Contents
Managements Discussion and Analysis of Financial Condition and Results of Operations
(continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
RESULTS OF OPERATIONS
Consolidated Results of Operations Three and Nine Months Ended September 30, 2008 compared to Three and Nine Months Ended September 30, 2007
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended September 30, 2007 |
|
Components of change |
|
|
Three months ended September 30, 2008 |
|
Change |
|
| |
|
|
Foreign currency |
|
|
Net acquisitions/ divestitures |
|
|
Organic |
|
|
|
Organic |
|
|
Total |
|
| Consolidated |
|
$ |
1,559.9 |
|
$ |
36.0 |
|
|
$ |
25.6 |
|
|
$ |
118.5 |
|
|
$ |
1,740.0 |
|
7.6 |
% |
|
11.5 |
% |
| Domestic |
|
|
886.7 |
|
|
|
|
|
|
7.0 |
|
|
|
70.1 |
|
|
|
963.8 |
|
7.9 |
% |
|
8.7 |
% |
| International |
|
|
673.2 |
|
|
36.0 |
|
|
|
18.6 |
|
|
|
48.4 |
|
|
|
776.2 |
|
7.2 |
% |
|
15.3 |
% |
| United Kingdom |
|
|
134.5 |
|
|
(7.0 |
) |
|
|
2.3 |
|
|
|
28.4 |
|
|
|
158.2 |
|
21.1 |
% |
|
17.6 |
% |
| Continental Europe |
|
|
222.1 |
|
|
25.6 |
|
|
|
(5.7 |
) |
|
|
15.1 |
|
|
|
257.1 |
|
6.8 |
% |
|
15.8 |
% |
| Asia Pacific |
|
|
147.8 |
|
|
6.4 |
|
|
|
|
|
|
|
2.8 |
|
|
|
157.0 |
|
1.9 |
% |
|
6.2 |
% |
| Latin America |
|
|
84.2 |
|
|
8.8 |
|
|
|
|
|
|
|
2.6 |
|
|
|
95.6 |
|
3.1 |
% |
|
13.5 |
% |
| Other |
|
|
84.6 |
|
|
2.2 |
|
|
|
22.0 |
|
|
|
(0.5 |
) |
|
|
108.3 |
|
(0.6 |
%) |
|
28.0 |
% |
During the third quarter of 2008 our revenue increased by $180.1, consisting of organic revenue
growth of $118.5, primarily in the technology and telecommunications sector as well as the retail sector. The domestic organic growth was primarily driven by expanding business with existing clients and winning new clients in the media and events
marketing businesses. The international organic revenue increase was primarily in the United Kingdom and Continental Europe regions. The increase in the United Kingdom was primarily due to the completion of several projects with existing clients in
the events marketing business. The increases throughout Continental Europe were due to higher spending from existing clients and net client wins.
Our revenue is directly impacted by our ability to win new clients and the retention and spending levels of existing clients and 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. Additionally, revenues can fluctuate due to the timing of completed projects in the events marketing business, as revenue is typically recognized
when the project is complete. Furthermore, we generally act as principal for these projects and as such record the gross amount billed to the client as revenue and the related costs incurred as pass-through costs in office and general expenses. For
the three months ended September 30, 2008, approximately 1.8% of the organic revenue increase related to expenses for certain projects where we act as principal.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine months ended September 30, 2007
|
|
Components of change |
|
Nine months ended September 30, 2008
|
|
Change |
|
| |
|
|
Foreign currency |
|
|
Net acquisitions/ divestitures |
|
|
Organic |
|
|
Organic |
|
|
Total |
|
| Consolidated |
|
$ |
4,571.7 |
|
$ |
155.6 |
|
|
$ |
40.7 |
|
|
$ |
292.9 |
|
$ |
5,060.9 |
|
6.4 |
% |
|
10.7 |
% |
| Domestic |
|
|
2,650.1 |
|
|
|
|
|
|
10.5 |
|
|
|
143.2 |
|
|
2,803.8 |
|
5.4 |
% |
|
5.8 |
% |
| International |
|
|
1,921.6 |
|
|
155.6 |
|
|
|
30.2 |
|
|
|
149.7 |
|
|
2,257.1 |
|
7.8 |
% |
|
17.5 |
% |
| United Kingdom |
|
|
417.3 |
|
|
(5.5 |
) |
|
|
8.1 |
|
|
|
49.2 |
|
|
469.1 |
|
11.8 |
% |
|
12.4 |
% |
| Continental Europe |
|
|
686.5 |
|
|
95.5 |
|
|
|
(16.5 |
) |
|
|
34.1 |
|
|
799.6 |
|
5.0 |
% |
|
16.5 |
% |
| Asia Pacific |
|
|
382.8 |
|
|
28.3 |
|
|
|
21.3 |
|
|
|
33.4 |
|
|
465.8 |
|
8.7 |
% |
|
21.7 |
% |
| Latin America |
|
|
213.7 |
|
|
25.4 |
|
|
|
(2.8 |
) |
|
|
17.7 |
|
|
254.0 |
|
8.3 |
% |
|
18.9 |
% |
| Other |
|
|
221.3 |
|
|
11.9 |
|
|
|
20.1 |
|
|
|
15.3 |
|
|
268.6 |
|
6.9 |
% |
|
21.4 |
% |
19
Table of Contents
Managements Discussion and Analysis of Financial Condition and Results of Operations
(continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
During the first nine months of 2008 our revenue increased by $489.2, consisting of organic revenue
growth of $292.9 and a favorable foreign currency rate impact of $155.6. The organic revenue growth was primarily in the technology and telecommunications sector, food and beverage sector and the retail sector. The domestic organic growth was
primarily driven by the media, advertising and events marketing businesses. The international organic increase occurred throughout all regions, driven by increases in spending by existing clients and net client wins in Continental Europe region,
primarily in Spain, Norway and Turkey, and the Asia Pacific region, primarily in China and Australia. The organic increase for the United Kingdom was driven by factors similar to those noted above for the third 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 September 30, |
|
|
Nine months ended September 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| |
|
$ |
|
% of Revenue |
|
|
$ |
|
% of Revenue |
|
|
$ |
|
% of Revenue |
|
|
$ |
|
|
% of Revenue |
|
| Salaries and related expenses |
|
$ |
1,093.5 |
|
62.8 |
% |
|
$ |
1,034.7 |
|
66.3 |
% |
|
$ |
3,261.5 |
|
64.4 |
% |
|
$ |
3,033.2 |
|
|
66.3 |
% |
| Office and general expenses |
|
|
526.3 |
|
30.2 |
% |
|
|
468.9 |
|
30.1 |
% |
|
|
1,529.1 |
|
30.2 |
% |
|
|
1,466.6 |
|
|
32.1 |
% |
| Restructuring and other reorganization- related charges (reversals) |
|
|
3.9 |
|
|
|
|
|
5.2 |
|
|
|
|
|
11.2 |
|
|
|
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
|
$ |
1,623.7 |
|
|
|
|
$ |
1,508.8 |
|
|
|
|
$ |
4,801.8 |
|
|
|
|
$ |
4,499.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating income |
|
$ |
116.3 |
|
6.7 |
% |
|
$ |
51.1 |
|
3.3 |
% |
|
$ |
259.1 |
|
5.1 |
% |
|
$ |
72.5 |
|
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses decreased as a percentage of revenue in the third quarter and the first
nine months of 2008 from the comparable 2007 periods. Operating income as a percentage of revenue increased in the third quarter and the first nine months of 2008 from the comparable 2007 periods, to 6.7% from 3.3%, and to 5.1% from 1.6%,
respectively. We consider the change in operating expenses as a percentage of revenue, which we refer to as operating expense leverage, to be a key performance metric. As our revenue is typically seasonal over the course of the year, we believe that
the year-over-year comparisons of operating expense leverage is the appropriate comparable metric.
Our staff cost ratio, defined as
salaries and related expenses as a percentage of revenue, declined to 62.8% from 66.3% in the third quarter, and to 64.4% from 66.3% in the first nine months of 2008, from the comparable prior-year periods. The improvement was driven by higher
revenues and better utilization of base salaries and benefits expenses. Our office and general expense ratio, defined as office and general expenses as a percentage of revenue, remained virtually unchanged in the third quarter and decreased to 30.2%
from 32.1% in the first nine months of 2008, from the comparable prior year periods. During the nine months ended September 30, 2008, the improvement in the office and general expense ratio was also driven by higher revenue as well as by a
reduction in key expense categories including occupancy and professional fees.
Salaries and Related Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Components of change |
|
|
|
Change |
|
| |
|
2007 |
|
Foreign currency |
|
Net acquisitions/ divestitures |
|
Organic |
|
2008 |
|
Organic |
|
|
Total |
|
| Three months ended September 30, |
|
$ |
1,034.7 |
|
$ |
21.5 |
|
$ |
19.9 |
|
$ |
17.4 |
|
$ |
1,093.5 |
|
1.7 |
% |
|
5.7 |
% |
| Nine months ended September 30, |
|
|
3,033.2 |
|
|
100.8 |
|
|
32.0 |
|
|
95.5 |
|
|
3,261.5 |
|
3.1 |
% |
|
7.5 |
% |
20
Table of Contents
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 September 30, |
|
|
Nine months ended September 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Base salaries, benefits and tax |
|
52.7 |
% |
|
54.5 |
% |
|
54.0 |
% |
|
55.3 |
% |
| Incentive expense |
|
3.6 |
% |
|
4.5 |
% |
|
3.8 |
% |
|
3.7 |
% |
| Severance expense |
|
0.9 |
% |
|
1.3 |
% |
|
0.8 |
% |
|
1.0 |
% |
| Temporary help |
|
3.1 |
% |
|
3.6 |
% |
|
3.3 |
% |
|
3.7 |
% |
| All other salaries and related expenses |
|
2.5 |
% |
|
2.4 |
% |
|
2.5 |
% |
|
2.6 |
% |
Salaries and related expenses in the third quarter of 2008 increased by $58.8 compared to the
third quarter of 2007, consisting of an organic increase of $17.4, an adverse foreign currency rate impact of $21.5 and net acquisitions of $19.9. The organic increase was primarily to support business growth (an organic revenue increase of $118.5)
resulting in higher base salaries, benefits and temporary help of $30.1, predominantly at our largest networks. Partially offsetting the organic increase was a reduction in incentive awards of $11.7, primarily related to a true-up for bonus award
accruals in 2007 based on achieving expected full-year financial targets.
Salaries and related expenses in the first nine months of 2008
increased by $228.3 compared to the first nine months of 2007, consisting of an organic increase of $95.5 and an adverse foreign currency rate impact of $100.8. The organic increase was primarily to support business growth (an organic revenue
increase of $292.9) resulting in higher base salaries, benefits and temporary help of $87.7, predominantly at our largest networks. For the first nine months of 2008, incentive awards increased by $12.6, primarily attributable to stock-based
compensation awards. Stock-based compensation awards include stock options, stock-settled awards, cash-settled awards and performance-based awards. The expense increased due to changes in assumptions, including the impact of forfeitures as compared
to estimates associated with the vesting of certain stock awards in the respective periods. Bonus awards for the first nine months of 2008 were consistent with the amounts accrued for the first nine months of 2007.
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 September 30, |
|
$ |
468.9 |
|
$ |
10.7 |
|
$ |
3.4 |
|
|
$ |
43.3 |
|
$ |
526.3 |
|
9.2 |
% |
|
12.2 |
% |
| Nine months ended September 30, |
|
|
1,466.6 |
|
|
48.7 |
|
|
(2.9 |
) |
|
|
16.7 |
|
|
1,529.1 |
|
1.1 |
% |
|
4.3 |
% |
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 September 30, |
|
|
Nine months ended September 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
| Professional fees |
|
1.9 |
% |
|
2.0 |
% |
|
2.0 |
% |
|
2.6 |
% |
| Occupancy expense (excluding depreciation and amortization) |
|
7.6 |
% |
|
8.4 |
% |
|
7.8 |
% |
|
8.5 |
% |
| Travel & entertainment, office supplies and telecommunications |
|
4.2 |
% |
|
4.6 |
% |
|
4.4 |
% |
|
4.8 |
% |
| All other office and general expenses |
|
16.5 |
% |
|
15.1 |
% |
|
16.0 |
% |
|
16.2 |
% |
21
Table of Contents
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 third quarter of 2008 increased by $57.4 compared to the third
quarter of 2007, including an organic increase of $43.3. The organic increase was primarily due to higher production expenses related to pass-through costs for certain projects where we act as a principal during the third quarter of 2008, which
contributed approximately 5.9% to the increase, and higher foreign exchange gains in 2007 on certain balance sheet items that did not recur in the current year.
Office and general expenses in the first nine months of 2008 increased by $62.5 compared to the first nine months of 2007, consisting of an organic increase of $16.7 and an adverse foreign currency rate impact of
$48.7 The organic increase was due to higher production expenses partially offset by lower professional fees and occupancy costs.
Professional fees in the third quarter of 2008 were consistent with amounts for the third quarter of 2007. The organic decrease in professional fees was $22.3 during the nine months ended September 30, 2008 compared to the
corresponding period 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 $3.9 and $11.2 for the three and nine months ended September 30, 2008, respectively,
primarily relate to the realignment of our global media operations. See Note 11 to the unaudited Consolidated Financial Statements for a discussion regarding the creation of our new management entity, Mediabrands, in the second quarter of 2008. In
addition, the charges for the nine months ended September 30, 2008 relate to the restructuring program announced at Lowe during the third quarter of 2007. Net charges primarily consist of leasehold amortization and additional severance expense.
Payments during the quarter related to the 2007, 2003 and 2001 programs were approximately $3.0. The total liability balance as of September 30, 2008 for our restructuring programs is $15.7, of which $1.9, $6.9 and $6.9 relate to the 2007, 2003
and 2001 programs, respectively.
EXPENSES AND OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
| |
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|