THE INTERPUBLIC GROUP OF COMPANIES, INC. Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following Management's 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 its subsidiaries (the "Company," "IPG,"
"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 our Annual Report on Form 10-K for the year ended December 31, 2019
(the "2019 Annual Report"), as well as our other reports and filings with the
Securities and Exchange Commission (the "SEC"). Our 2019 Annual Report includes
additional information about our significant accounting policies and practices
as well as details about the most significant risks and uncertainties associated
with our financial and operating results. Our MD&A includes the following
sections:
EXECUTIVE SUMMARY provides a discussion about our strategic outlook, factors
influencing our business and 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, and debt credit ratings.
CRITICAL ACCOUNTING ESTIMATES provides an update to the discussion in our 2019
Annual Report of our accounting policies that require critical judgment,
assumptions and estimates.
RECENT ACCOUNTING STANDARDS, by reference to Note 14 to the unaudited
Consolidated Financial Statements, provides a discussion of certain accounting
standards that have been recently adopted or that have not yet been required to
be implemented and may be applicable to our future operations.
NON-GAAP FINANCIAL MEASURE, provides a reconciliation of non-GAAP financial
measure with the most directly comparable generally accepted accounting
principles in the United States ("U.S. GAAP") financial measures and sets forth
the reasons we believe that presentation of the non-GAAP financial measure
contained therein provides useful information to investors regarding our results
of operations and financial condition.
EXECUTIVE SUMMARY
In March 2020 , the World Health Organization categorized the novel coronavirus
(COVID-19) as a pandemic, and it continues to spread extensively throughout the
United States and the rest of the world with different geographical locations
impacted more than others. The outbreak of COVID-19 and public and private
sector measures to reduce its transmission, such as forced business closures and
limits on operations, the imposition of social distancing and orders to
work-from-home, stay-at-home and shelter-in-place, have adversely impacted our
business and demand for our services. Businesses have adjusted, reduced or
suspended operating activities, which has negatively impacted the markets we
serve. We continue to believe that our focus on our strategic strengths, which
include talent, our differentiated go-to-market strategy, data management
capabilities, and the relevance of our offerings, position us well to navigate a
rapidly changing marketplace. The effects of the COVID-19 pandemic have
negatively impacted and will likely continue to negatively impact our results of
operations, cash flows and financial position; however, the extent of the impact
will vary depending on the duration and severity of the economic and operational
impacts of COVID-19.
We have taken steps to protect the safety of our employees, and to support their
working arrangements, with a majority of our worldwide workforce continuing to
work from home. We believe we have had significant success in maintaining and
continuing to advance the quality of our services notwithstanding extensive
changes required by the pandemic. With respect to managing costs, we have
multiple initiatives underway to align our expenses with changes in revenue. The
steps we have taken across our agencies and corporate group include deferred
merit increases, freezes on hiring and temporary labor, major cuts in
non-essential spending, staff reductions, furloughs in markets where that option
is available and salary reductions, including voluntary salary reductions for
our senior corporate management team.
In the second quarter of 2020, the Company took restructuring actions to lower
our operating expenses structurally and permanently relative to revenue and to
accelerate the transformation of our business (the "2020 Plan"). Most of these
actions are based on our recent experience and learning in the COVID-19 pandemic
and a resulting review of our operations, which continues, to address certain
operating expenses such as occupancy expense and salaries and related expenses.
Notably, we foresee a greater role for work-from-home in a hybrid office-home
model to deliver and support our services in a post-COVID world. In addition, we
remain committed to and have intensified our efforts around cash flow
discipline, including the identification of significant capital expenditures
that can be deferred, and working capital management.
We began to see the effects of COVID-19 on client spending throughout the first
and second quarters, first in the Asia Pacific region in the first quarter and
subsequently in the U.S. , Europe and other markets beginning in March and
continuing throughout
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Management's Discussion and Analysis of Financial Condition and Results of
Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
the second quarter. Growth in our retail and healthcare sector clients was
offset by broad-based declines across most other sectors due to economic
conditions, with the greatest declines in our experiential and events
businesses. We expect continued negative impacts on our third-quarter results as
clients continue to respond to the current economic conditions by reducing their
marketing budgets, which will affect the demand for our services. See Item 1A,
Risk Factors, in this Quarterly Report on Form 10-Q.
We have also taken steps to strengthen our financial position during this period
of heightened uncertainty. As discussed in more detail below under "Liquidity
and Capital Resources," on March 30, 2020 , we issued $650.0 aggregate principal
amount of 4.75% senior unsecured notes due 2030 (the "4.75% Senior Notes") and
on March 27, 2020 , we entered into a new $500.0 364-day revolving credit
facility. We believe these steps will further enhance our financial resources as
we navigate the period ahead.
Results for the three and six months ended June 30, 2020 , are not indicative of
the results that may be expected for the fiscal year ending December 31, 2020 .
The Consolidated Financial Statements and MD&A presented herein reflect the
latest estimates and assumptions made by us that affect the reported amounts of
assets and liabilities and related disclosures as of the date of the
consolidated financial statements and reported amounts of revenue and expenses
during the reporting periods presented. We believe we have used reasonable
estimates and assumptions to assess the fair values of the Company's goodwill,
long-lived assets and indefinite-lived intangible assets; assessment of the
annual effective tax rate; valuation of deferred income taxes and the allowance
for doubtful accounts. If actual market conditions vary significantly from those
currently projected, these estimates and assumptions could materially change
resulting in adjustments to the carrying values of our assets and liabilities.
We are one of the world's premier global advertising and marketing services
companies. Our companies specialize in consumer advertising, digital marketing,
media planning and buying, public relations, specialized communications
disciplines and data management. Our agencies create customized marketing
programs for clients that range in scale from large global marketers to regional
and local clients. Comprehensive global services are critical to effectively
serve our multinational and local clients in markets throughout the world as
they seek to build brands, increase sales of their products and services, and
gain market share.
We operate in a media landscape that continues to evolve at a rapid pace. Media
channels continue to fragment, and clients face an increasingly complex consumer
environment. To stay ahead of these challenges and to achieve our objectives, we
have made and continue to make investments in creative, strategic and technology
talent in areas including fast-growth digital marketing channels, high-growth
geographic regions and strategic world markets. We consistently review
opportunities within our Company to enhance our operations through acquisitions
and strategic alliances and internal programs that encourage intra-company
collaboration. As appropriate, we also develop relationships with technology and
emerging media companies that are building leading-edge marketing tools that
complement our agencies' skill sets and capabilities.
Our financial goals include competitive organic net revenue growth and expansion
of Adjusted EBITA margin, as defined and discussed within the Non-GAAP Financial
Measure section of this MD&A, which we expect will further strengthen our
balance sheet and total liquidity and increase value to our shareholders.
Accordingly, we remain focused on meeting the evolving needs of our clients
while concurrently managing our cost structure. We continually seek greater
efficiency in the delivery of our services, focusing on more effective resource
utilization, including the productivity of our employees, real estate,
information technology and shared services, such as finance, human resources and
legal. The improvements we have made and continue to make in our financial
reporting and business information systems in recent years allow us more timely
and actionable insights from our global operations. Our disciplined approach to
our balance sheet and liquidity provides us with a solid financial foundation
and financial flexibility to manage and grow our business. We believe that our
strategy and execution position us to meet our financial goals and to deliver
long-term shareholder value.
When we analyze period-to-period changes in our operating performance, we
determine the portion of the change that is attributable to changes in foreign
currency rates and the net effect of acquisitions and divestitures, and the
remainder we call organic change, which indicates how our underlying business
performed. We exclude the impact of billable expenses in analyzing our operating
performance as the fluctuations from period to period are not indicative of the
performance of our underlying businesses and have no impact on our operating
income or net income.
The change in our operating performance attributable to changes in foreign
currency rates is determined by converting the prior-period reported results
using the current-period exchange rates and comparing these prior-period
adjusted amounts to the prior-period reported results. Although the U.S. Dollar
is our reporting currency, a substantial portion of our revenues and expenses
are generated in foreign currencies. Therefore, our reported results are
affected by fluctuations in the currencies in which we conduct our international
businesses. Our exposure is mitigated as the majority of our revenues and
expenses in any given market are generally denominated in the same currency.
Both positive and negative currency fluctuations against the U.S. Dollar affect
our consolidated results of operations, and the magnitude of the foreign
currency impact to our operations related to each geographic region depends on
the significance and operating performance of the region. The foreign currencies
that most adversely impacted our results during the first half of 2020 were the
Brazilian Real, British Pound Sterling, Euro, Argentine Peso and Australian
Dollar.
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Management's Discussion and Analysis of Financial Condition and Results of
Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
For purposes of analyzing changes in our operating performance attributable to
the net effect of acquisitions and divestitures, transactions are treated as if
they occurred on the first day of the quarter during which the transaction
occurred. During the past few years, we have acquired companies that we believe
will enhance our offerings and disposed of businesses that are not consistent
with our strategic plan.
The metrics that we use to evaluate our financial performance include organic
change in net revenue as well as the change in certain operating expenses, and
the components thereof, expressed as a percentage of consolidated net revenue,
as well as Adjusted EBITA. These metrics are also used by management to assess
the financial performance of our reportable segments, Integrated Agency Networks
("IAN") and
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