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8-K - FORM 8-K - OMNICOM GROUP INC. | e36808_8k.htm |
EX-99.1 - EARNINGS RELEASE - OMNICOM GROUP INC. | e36808ex99_1.htm |
Investor Presentation
Third Quarter 2009 Results
October 21, 2009
Exhibit 99.2
Disclosure
1
October 21, 2009
The following materials have been prepared for use in the October 21, 2009 conference call on Omnicoms results of operations for the
period ended September 30,
2009. The call will be archived on the Internet at http://www.omnicomgroup.com/financialwebcasts.
Forward-Looking Statements
Certain of the statements in this document constitute forward-looking
statements within the meaning of the Private Securities Litigation
Act of 1995. In addition,
from time to time, we or our representatives have made or may make forward-looking statements, orally or in
writing. These statements relate to future events or future financial performance and involve known and unknown risks and other factors
that
may cause our actual or our industrys results, levels of activity, or achievement to be materially different from those expressed or
implied by any forward-looking statements. These risks and uncertainties include, but are not limited to, our future
financial condition and
results of operations, the continuing global economic recession and credit crisis, losses on media purchases on behalf of clients,
reductions in client spending and/or a slowdown in client payments, competitive factors, changes
in client communication requirements,
the hiring and retention of personnel, our ability to attract new clients and retain existing clients, changes in government regulations
impacting our advertising and marketing strategies, risks associated with
assumptions we make in connection with our critical accounting
estimates, legal proceedings, settlements, investigations and claims, and our international operations, which are subject to the risks of
currency fluctuations and exchange controls. Forward-looking
statements can generally be identified by terminology such as may, will,
could, would, should, expect, plan, anticipate, intend, believe,
estimate, predict, potential or continue or the negative of
those terms or other comparable terminology. These statements are present expectations. Actual events or results may differ materially.
We undertake
no obligation to update or revise any forward-looking statement, except as required by law.
Other Information
All dollar amounts are in millions except for Net Income per Common Share.
The following financial information contained in this
document has not been audited, although some of it has been derived from Omnicoms historical financial statements, including its
audited financial statements. In addition, industry, operational
and other non-financial data contained in this document have been derived
from sources we believe to be reliable, but we have not independently verified such information, and we do not, nor does any other
person, assume responsibility for the accuracy
or completeness of that information. Certain amounts in prior periods have been
reclassified to conform to our current presentation.
The inclusion of information in this presentation does not mean that such information is material or that disclosure of such information is
required.
2009 vs. 2008 P&L Summary
October 21, 2009
2
(a)
Operating income includes depreciation and amortization expense of $60.2 million and $60.4 million for the three months
and $173.8 million and $176.2 million for the nine months ended September
30, 2009 and 2008, respectively.
(b)
On January 1, 2009, we retrospectively adopted revisions to ASC Topic 810 Consolidation - Noncontrolling Interest in a
Subsidiary. In accordance with the presentation requirements
of ASC Topic 810, we modified the format of our
consolidated statement of income to conform to the disclosure requirements of the revised guidance.
(c)
See page 19 for supplemental earnings per share information.
2009
2008
%
2009
2008
%
Revenue
$ 2,837.6
$ 3,316.2
-14.4%
$ 8,454.9
$ 9,988.5
-15.4%
Operating Income (a)
294.8
373.4
-21.0%
975.3
1,241.0
-21.4%
% Margin
10.4%
11.3%
11.5%
12.4%
Net Interest Expense
28.9
20.7
72.1
50.4
Income Before Tax
265.9
352.7
-24.6%
903.2
1,190.6
-24.1%
% Margin
9.4%
10.6%
10.7%
11.9%
Taxes
90.5
118.2
308.9
400.6
% Tax Rate
34.0%
33.5%
34.2%
33.6%
Income from Equity Method Investments
7.3
6.8
20.5
26.0
Net Income (b)
182.7
241.3
614.8
816.0
Less: Net Income Attributed to Noncontrolling Interests (b)
(17.1)
(27.7)
(51.3)
(86.7)
Net Income - Omnicom Group
$ 165.6
$ 213.6
-22.5%
$ 563.5
$ 729.3
-22.7%
Net Income per Common Share - Omnicom Group - Diluted (c)
0.53
$
0.68
$
-22.1%
1.80
$
2.28
$
-21.1%
Third Quarter
Year to Date
2009 Total Revenue Change
October 21, 2009
3
(a)
To calculate the FX impact, we first convert the current periods local currency revenue using the average exchange rates
from the equivalent prior period to arrive at constant currency
revenue. The FX impact equals the difference between the
current period revenue in U.S. dollars and the current period revenue in constant currency.
(b)
Acquisition revenue is the aggregate of the applicable prior period revenue of the acquired businesses. Netted against this
number is the revenue of any business included in the
prior period reported revenue that was disposed of subsequent to
the prior period.
(c)
Organic revenue is calculated by subtracting both the acquisition revenue and the FX impact from total revenue growth.
$
%
Prior Period Revenue
$ 3,316.2
$ 9,988.5
Foreign Exchange (FX) Impact (a)
(97.8)
-2.9%
(584.8)
-5.9%
Acquisition Revenue (b)
(25.4)
-0.8%
(5.7)
-0.1%
Organic Revenue (c)
(355.4)
-10.7%
(943.1)
-9.4%
Current Period Revenue
$ 2,837.6
-14.4%
$ 8,454.9
-15.4%
Third Quarter
Year to Date
$
2009 Revenue by Discipline
October 21, 2009
4
(a)
Change is the year-over-year decrease from the prior period.
(b)
Organic Change reflects the year-over-year decrease in revenue from the prior period, excluding the foreign exchange
impact and acquisitions, net of dispositions, as defined on
page 3.
-12.9%
-19.6%
785.5
Specialty
-11.0%
-16.7%
798.0
PR
-10.8%
-16.1%
3,143.7
CRM
-7.1%
-13.5%
$ 3,727.7
Advertising
Change (b)
% Organic
% Change (a)
$ Mix
$ Mix
% Change (a)
% Organic
Change (b)
Advertising
$ 1,231.6
-11.6%
-8.4%
CRM
1,083.1
-16.2%
-13.6%
PR
266.2
-14.9%
-11.3%
Specialty
256.7
-19.3%
-8.5%
2009 Revenue By Geography
October 21, 2009
5
(a)
Change is the year-over-year increase or decrease from the prior period.
(b)
Organic Change reflects the year-over-year decrease in revenue from the prior period, excluding the foreign exchange
impact and acquisitions, net of dispositions, as defined on
page 3.
$ Mix
$ Change (a)
United States
4,548.0
$
(582.5)
$
Organic
(564.0)
Acquisition
(18.5)
International
3,906.9
$
(951.1)
$
Organic
(379.1)
Acquisition
12.8
FX
(584.8)
(a)
% Organic
$ Mix
% Change
Change (b)
United States
4,548.0
$
-11.4%
-11.0%
Euro Currency Markets
1,803.3
-18.8%
-9.9%
United Kingdom
745.8
-27.3%
-8.3%
Other
1,357.8
-15.8%
-4.7%
$ Mix
% Change
(a)
% Organic
Change (b)
United States
1,491.2
$
-13.2%
-11.5%
Euro Currency Markets
602.8
-16.2%
-12.7%
United Kingdom
262.9
-22.1%
-10.3%
Other
480.7
-11.2%
-5.8%
$ Mix
$ Change (a)
United States
1,491.2
$
(226.8)
$
Organic
(198.0)
Acquisition
(28.8)
International
1,346.4
$
(251.8)
$
Organic
(157.4)
Acquisition
3.4
FX
(97.8)
6
Cash Flow GAAP Presentation (condensed)
October 21, 2009
2009
2008
Net Income
614.8
$
816.0
$
Share-Based Compensation Expense
56.7
44.3
Depreciation and Amortization
173.8
176.2
Other Non-Cash Items to Reconcile to Net Cash Provided by (Used in) Operating Activities, net
4.9
(12.9)
Other Changes in Operating Capital
(397.1)
(789.2)
Net Cash Provided by (Used in) Operating Activities
453.1
234.4
Capital Expenditures
(93.4)
(151.6)
Acquisitions
(124.9)
(389.4)
Other Investing Activities, net
28.5
20.7
Net Cash Used in Investing Activities
(189.8)
(520.3)
Dividends
(140.3)
(145.3)
Proceeds from Short-term Debt, net
157.9
115.3
Proceeds from Long-term Debt, net
497.8
55.3
Repayment of Convertible Debt
(1,316.7)
(1.6)
Stock Repurchases
(13.3)
(846.0)
Proceeds from Stock Plans
10.1
77.8
Excess Tax Benefit on Share-based Compensation
-
12.9
Other Financing Activities, net
(53.9)
(102.7)
Net Cash Used in Financing Activities
(858.4)
(834.3)
Effect of exchange rate changes on cash and cash equivalents
95.2
(142.4)
Net Decrease in Cash and Cash Equivalents
(499.9)
$
(1,262.6)
$
September 30,
9 Months ended
Current Credit Picture
October 21, 2009
7
(a)
EBITDA and Gross Interest Expense calculations shown are for the twelve months ending September 30. EBITDA is
defined as operating income before interest,
taxes, depreciation and amortization. Although EBITDA is a non-GAAP
measure, we believe EBITDA is more meaningful for purposes of this analysis because the financial covenants in our
credit facilities are based on EBITDA
(see reconciliation of Operating Income to EBITDA on page 21).
2009
2008
EBITDA (a)
$
1,657
$
2,007
Gross Interest Expense (a)
120.7
115.2
EBITDA / Gross Interest Expense
13.7
x
17.4
x
Total Debt / EBITDA
1.5
x
1.6
x
Debt
Bank Loans (Due Less Than 1 Year)
$
33
$
64
CP Issued Under $2.5B Revolver Due 6/23/11
144
113
Borrowings Under $2.5B Revolver Due 6/23/11
-
-
Convertible Notes Due 2/7/31
6
847
Convertible Notes Due 7/31/32
253
727
Convertible Notes Due 6/15/33
-
-
Convertible Notes Due 7/1/38
467
467
Senior Notes Due 4/15/16
997
996
Senior Notes Due 7/15/19
497
-
Other Debt
16
20
Total Debt
$
2,413
$
3,234
Cash and Short Term Investments
613
553
Net Debt
$
1,800
$
2,681
12 Months ended September 30,
8
Current Liquidity Picture
October 21, 2009
(a)
Credit facility expires June 23, 2011.
(b)
Represents uncommitted facilities in the U.S., U.K. and Canada. These amounts are excluded from our available liquidity
for purposes of this presentation.
Total Amount
of Facility
Outstanding
Available
Committed Facilities
Revolver Facility (a) & Outstanding Commercial Paper
2,500
$
144
$
2,356
$
Other Committed Credit Facilities
33
33
-
Total Committed Facilities
2,533
177
2,356
Uncommitted Facilities
(b)
351
-
-
(b)
Total Credit Facilities
2,884
$
177
$
2,356
$
Cash and Short Term Investments
613
Total Liquidity Available
2,969
$
As of September 30, 2009
Omnicom Debt Structure
Supplemental Information
Omnicom Debt Structure
October 21, 2009
10
The above chart sets forth Omnicoms debt outstanding at September 30, 2009. The amounts reflected above for the
2016 and 2019 Senior Notes represent the principal amount of
these notes at maturity on April 15, 2016 and July 15,
2019, respectively.
Omnicom Debt Structure
October 21, 2009
11
The Bank Facility and Commercial Paper Program together provide liquidity in the event any
convertible notes are put. We believe that we will then have flexibility to
refinance in different
debt capital markets.
Our 2031 Notes are putable annually, with the next put date in February 2010. Our 2032 Notes are putable annually, with the
next put date in July 2010. Our 2038 Notes are putable
in June 2010, 2013, 2018, 2023 and annually thereafter.
For purposes of this presentation we have included the following borrowings as of September 30, 2009 as outstanding through
June 2011, the date of expiration of our five-year credit facility:
short-term borrowings of $33 million, commercial paper
borrowings of $144 million and other debt of $16 million.
2031
2032
2038
$1.0 Billion
Senior Notes
Revolver
and Other
Borrowings
$500 Million
Senior Notes
$0
$200
$400
$600
$800
$1,000
$1,200
Jan-09
Jan-10
Jan-11
Jan-12
Jan-13
Jan-14
Jan-15
Jan-16
Jan-17
Jan-18
Jan-19
Jan-20
Senior Notes Due 2019
October 21, 2009
12
Principal Amount
$500 Million
Co - Issuers
Omnicom Group, Omnicom Finance, Omnicom Capital
Date
July 1, 2009
Maturity
July 15, 2019
Security
Unsecured, pari passu with Bank Facility
Coupon
6.25%
Spread Over Comparable Treasury at Issue
2.75%
Ratings
Moodys: Baa1
S&P: A-
Fitch: A-
Senior Notes Due 2016
October 21, 2009
13
Principal Amount
$1 Billion
Co - Issuers
Omnicom Group, Omnicom Finance, Omnicom Capital
Date
March 29, 2006
Maturity
April 15, 2016
Security
Unsecured, pari passu with Bank Facility
Coupon
5.90%
Spread Over Comparable Treasury at Issue
1.30%
Rating
Moodys: Baa1
S&P: A-
Fitch: A-
2032 Convertible Notes
October 21, 2009
14
Principal Amount
$253 Million
Co - Issuers
Omnicom Group, Omnicom Finance, Omnicom Capital
Date
March 6, 2002
Maturity
July 31, 2032 with annual puts each July
Security
Unsecured, pari passu with Bank Facility
Coupon
0.00%
Conversion Price
$55
Rating
Moodys: Baa1
S&P: A-
Fitch: A-
2038 Convertible Notes
October 21, 2009
15
Principal Amount
$467 Million
Co - Issuers
Omnicom Group, Omnicom Finance, Omnicom Capital
Date
June 10, 2003
Maturity
June 15, 2038 with puts in June of 2010, 2013, 2018, 2023
and annually thereafter until maturity
Security
Unsecured, pari passu with Bank Facility
Coupon
0.00%
Conversion Price
$51.50
Rating
Moodys: Baa1
S&P: A-
Fitch: A-
Current Bank Credit Facility
October 21, 2009
16
Amount
$2.5 Billion
Type
Unsecured Revolving Credit
Maturity
5 Years June 2011
Facility Fee
13BP per annum
Drawn Rate
Libor +17BP
Covenants
-Maximum Debt to EBITDA 3:1
-Minimum Interest Coverage 5:1
Current Omnicom Credit Ratings
October 21, 2009
17
Moodys
S&P
Fitch
Long Term Ratings
Baa1
A-
A-
Short Term Ratings
P2
A2
F2
Outlook
Stable
Negative
Stable
Note: Reflects credit ratings as of October 20, 2009.
Supplemental Financial Information
19
2009 vs. 2008 Earnings Per Share (a)
(a)
On January 1, 2009, we adopted revisions to ASC Topic 260 Earnings per Share - Participating Securities and the Two-
Class Method, which provides that all outstanding unvested share-based payments
that contain rights to non-forfeitable
dividends participate in the undistributed earnings with the common shareholders and are therefore participating
securities. Companies with participating securities are required to apply the two-class
method in calculating basic and
diluted earnings per share. On adoption of the revised guidance, we retrospectively restated basic and diluted Net Income
per Common Share - Omnicom Group Inc. for each period presented.
October 21, 2009
2009
2008
2009
2008
Net Income per Common Share - Omnicom Group:
Basic
$ 0.53
$ 0.68
$ 1.81
$ 2.29
Diluted
0.53
0.68
1.80
2.28
Earnings Available for Common Shares:
Net Income - Omnicom Group
$ 165.6
$ 213.6
$ 563.5
$ 729.3
Earnings Allocated to Participating Securities
(1.8)
(3.1)
(6.6)
(9.0)
Earnings Available for Common Shares
$ 163.8
$ 210.5
$ 556.9
$ 720.3
Weighted Average Shares (millions):
Basic
308.6
309.1
308.0
315.0
Diluted
311.6
310.3
309.5
316.6
Dividend Declared per Share
$ 0.150
$ 0.150
$ 0.450
$ 0.450
Third Quarter
Year to Date
Acquisition Related Expenditures
October 21, 2009
20
(a)
Includes acquisitions of a majority interest in agencies resulting in their consolidation.
(b)
Includes acquisitions of additional equity interests in existing affiliate agencies resulting in their majority ownership and
consolidation.
(c)
Includes acquisitions of less than a majority interest in agencies in which Omnicom did not have a prior equity interest and
the acquisition
of additional interests in existing affiliated
agencies that did not result in majority ownership.
(d)
Includes the acquisition of additional equity interests in already consolidated subsidiary agencies.
(e)
Includes additional consideration paid for acquisitions completed in prior periods.
Nine Months YTD 2009
New Subsidiary Acquisitions (a)
5
$
Affiliates to Subsidiaries (b)
2
Affiliates (c)
-
Existing Subsidiaries (d)
12
Earn-outs (e)
106
Total Acquisition Expenditures
125
$
Reconciliation of Operating Income to EBITDA
October 21, 2009
21
The covenants contained in our credit facility are based on the EBITDA ratios as presented on pages 7 & 16 of this presentation. The
above reconciles our GAAP Operating Income to EBITDA
for the periods presented.
EBITDA is a non-GAAP financial measure within the meaning of applicable SEC rules and regulations. Our credit facility defines
EBITDA as earnings before deducting interest expense, income
taxes, depreciation and amortization. Our credit facility uses EBITDA
to measure our compliance with covenants, such as interest coverage and leverage. EBITDA is not, and should not, be used as a
substitute for Operating
Income as determined in accordance with GAAP and is only used to measure our compliance with our debt
covenants. Management does not use EBITDA for any other measurement purpose.
2009
2008
Operating Income
1,424
$
1,773
$
Depreciation
177
184
Amortization
56
50
EBITDA
1,657
$
2,007
$
12 Months ended September 30,