FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: June 30, 1995
Commission file number: 1-10551
Omnicom Group Inc.
(Exact name of registrant as specified in its charter)
New York 13-1514814
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
437 Madison Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212) 415-3600
(Registrant's telephone number, including area code)
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__
The number of shares of common stock of the Company issued and outstanding at
July 31, 1995 is 36,305,100.
OMNICOM GROUP INC. AND SUBSIDIARIES
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets --
June 30, 1995, December 31, 1994 and
June 30, 1994 2
Consolidated Condensed Statements of Income --
Three Months Ended June 30, 1995 and 1994
Six Months Ended June 30, 1995 and 1994 3
Consolidated Condensed Statements of Cash Flows --
Six Months Ended June 30, 1995 and 1994 4
Notes to Consolidated Condensed Financial
Statements 5-8
Item 2. Management's Discussion of Financial Condition
and Results of Operations 9-15
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders 16-17
Item 6. Exhibits 17
-1-
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
Assets June 30, December 31, June 30,
1995 1994 1994
----------- ----------- -----------
Current assets:
Cash and cash equivalents $ 207,877 $ 228,251 $ 155,013
Investments available-for-sale, at market, which approximates cost 25,197 28,383 10,978
Accounts receivable, less allowance for doubtful accounts
of $20,807, $19,278 and $19,796 1,279,541 1,139,882 962,808
Billable production orders in process 117,010 65,115 84,248
Prepaid expenses and other current assets 164,968 140,304 121,964
----------- ----------- -----------
Total current assets 1,794,593 1,601,935 1,335,011
Furniture, equipment and leasehold improvements, less
accumulated depreciation and amortization of $234,929,
$221,491 and $207,605 177,936 172,153 168,132
Investments in affiliates 184,447 164,524 121,029
Intangibles, less amortization of $149,398, $133,572 and $106,836 813,169 758,460 667,836
Deferred tax benefits 28,632 21,104 9,262
Deferred charges and other assets 137,215 134,028 141,063
---------- ---------- ----------
Total assets $3,135,992 $2,852,204 $2,442,333
========== ========== ==========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 1,349,192 $ 1,425,829 $ 1,024,652
Payable to banks 118,773 12,515 77,556
Convertible Subordinated Debentures (Note 6) -- -- 100,000
Other accrued liabilities 478,236 496,631 351,298
Accrued taxes on income 44,665 51,667 28,493
----------- ----------- -----------
Total current liabilities 1,990,866 1,986,642 1,581,999
Long term debt 407,440 187,338 300,842
Deferred compensation and other liabilities 89,430 95,973 85,934
Minority interests 53,142 41,549 34,797
Shareholders' equity:
Common stock 19,322 19,322 17,536
Additional paid-in capital 360,814 356,199 258,705
Retained earnings 369,539 325,321 291,668
Unamortized restricted stock (35,708) (25,631) (31,888)
Cumulative translation adjustment (16,411) (27,671) (29,117)
Treasury stock (102,442) (106,838) (68,143)
------------ ------------ ------------
Total shareholders' equity 595,114 540,702 438,761
------------ ------------ ------------
Total liabilities and shareholders' equity $ 3,135,992 $ 2,852,204 $ 2,442,333
============ ============ ============
The accompanying notes to consolidated condensed financial statements are an
integral part of these balance sheets.
-2-
OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Data)
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1995 1994 1995 1994
---- ---- ---- ----
Revenues:
Commissions and fees $526,039 $425,198 $985,921 $801,736
Operating expenses:
Salaries and related costs 286,726 232,067 558,132 450,462
Office and general expenses 158,564 128,204 299,288 248,472
-------- -------- -------- --------
Total operating expenses 445,290 360,271 857,420 698,934
-------- -------- -------- --------
Operating profit 80,749 64,927 128,501 102,802
Net interest expense:
Interest and dividend income (2,940) (3,132) (6,730) (5,569)
Interest paid or accrued 9,378 9,832 19,544 18,552
-------- -------- -------- --------
Net interest expense 6,438 6,700 12,814 12,983
-------- -------- -------- --------
Income before income taxes and change
in accounting principle 74,311 58,227 115,687 89,819
Income taxes:
Federal 8,478 8,126 15,463 15,024
State and local 3,530 1,944 5,239 3,722
International 17,890 13,738 25,751 18,225
-------- -------- -------- --------
Total income taxes 29,898 23,808 46,453 36,971
-------- -------- -------- --------
Income after income taxes and before
change in accounting principle 44,413 34,419 69,234 52,848
Equity in affiliates 6,141 3,863 8,354 5,952
Minority interests (8,407) (4,784) (11,299) (6,382)
-------- -------- -------- --------
Income before change in accounting
principle 42,147 33,498 66,289 52,418
Cumulative effect of change in
accounting principle -- -- -- (28,009)
-------- -------- -------- --------
Net income $ 42,147 $ 33,498 $ 66,289 $ 24,409
======== ======== ======== ========
Earnings per share:
Income before change in accounting
principle:
Primary $ 1.17 $ 1.02 $ 1.84 $ 1.59
Fully diluted $ 1.14 $ 0.95 $ 1.81 $ 1.52
Cumulative effect of change
in accounting principle:
Primary $ -- $ -- $ -- $ (0.85)
Fully diluted $ -- $ -- $ -- $ (0.85)
Net income:
Primary $ 1.17 $ 1.02 $ 1.84 $ 0.74
Fully diluted $ 1.14 $ 0.95 $ 1.81 $ 0.74
Dividends declared per common share $ 0.31 $ 0.31 $ 0.62 $ 0.62
The accompanying notes to consolidated condensed financial statements are an
integral part of these statements.
-3-
OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Six Months Ended
June 30,
------------------------
1995 1994
---------- ----------
Cash flows from operating activities:
Net income $ 66,289 $ 24,409
Adjustments to reconcile net income to net cash
used for operating activities:
Depreciation and amortization of tangible assets 20,234 18,091
Amortization of intangible assets 13,860 10,782
Minority interests 11,299 6,117
Earnings of affiliates in excess of dividends received (4,074) (2,413)
(Increase) decrease in deferred tax benefits (9,199) 80
Provision for losses on accounts receivable 1,817 2,258
Amortization of restricted shares 5,188 4,594
Increase in accounts receivable (102,078) (32,735)
Increase in billable production (49,997) (21,547)
Increase in other current assets (10,479) (7,218)
Decrease in accounts payable (122,541) (63,070)
Decrease in other accrued liabilities (33,076) (56,487)
Decrease in accrued income taxes (8,594) (2,431)
Other 1,943 26,982
---------- ----------
Net cash used for operating activities (219,408) (92,588)
---------- ----------
Cash flows from investing activities:
Capital expenditures (21,519) (21,199)
Payments for purchases of equity interests in
subsidiaries and affiliates, net of cash acquired (74,277) (54,518)
Payments for purchases of investments available-for-sale
and other investments (10,677) (5,386)
Proceeds from sales of investments available-for-sale
and other investments 14,504 32,781
---------- ----------
Net cash used for investing activities (91,969) (48,322)
---------- ----------
Cash flows from financing activities:
Net borrowings under lines of credit 104,299 44,315
Share transactions under employee stock plans 3,627 4,749
Proceeds from issuance of principal of debt obligations 217,192 107,418
Dividends and loans to minority stockholders (3,396) (4,864)
Dividends paid (22,078) (20,166)
Purchase of treasury shares (9,881) (19,282)
---------- ----------
Net cash provided by financing activities 289,763 112,170
---------- ----------
Effect of exchange rate changes on cash and cash equivalents 1,240 8,920
---------- ----------
Net decrease in cash and cash equivalents (20,374) (19,820)
Cash and cash equivalents at beginning of period 228,251 174,833
---------- ----------
Cash and cash equivalents at end of period $ 207,877 $ 155,013
========== ==========
Supplemental Disclosures:
Income taxes paid $ 53,605 $ 29,350
========== ==========
Interest paid $ 15,527 $ 10,431
========== ==========
The accompanying notes to consolidated condensed financial statements are an
integral part of these statements.
-4-
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) The consolidated condensed interim financial statements included herein
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
2) These statements reflect all adjustments, consisting of normal recurring
accruals which, in the opinion of management, are necessary for a fair
presentation of the information contained therein. Certain
reclassifications have been made to the June 30, 1994 reported amounts to
conform them with the June 30, 1995 and December 31, 1994 presentation. It
is suggested that these consolidated condensed financial statements be read
in conjunction with the consolidated financial statements and notes thereto
included in the Company's latest annual report on Form 10-K.
3) Results of operations for the interim periods are not necessarily
indicative of annual results.
-5-
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
4) Primary earnings per share is based upon the weighted average number of
common shares and common share equivalents outstanding during each period.
Fully diluted earnings per share is based on the above, and if dilutive,
adjusted for the assumed conversion of the Company's Convertible
Subordinated Debentures and the assumed increase in net income for the
after tax interest cost of these debentures. At June 30, 1995, the
4.5%/6.25% Step-Up Convertible Subordinated Debentures were outstanding. At
June 30, 1994, the 6.5% Convertible Subordinated Debentures and the
4.5%/6.25% Step-Up Convertible Subordinated Debentures were outstanding.
The number of shares used in the computations of primary and fully diluted
earnings per share were as follows:
Three Months Six Months
Ended June 30, Ended June 30,
------------------------- -------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
Primary 36,067,400 33,027,000 35,998,100 33,012,800
Fully diluted 38,723,000 39,225,700 38,679,700 39,209,400
For purposes of computing fully diluted earnings per share on net income
and the cumulative effect of the change in accounting principle for the six
months ended June 30, 1994, the Company's Convertible Subordinated
Debentures were not reflected in the computations as their inclusion would
have been anti-dilutive.
-6-
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
5) On January 4, 1995, an indirect wholly-owned subsidiary of the Company
issued Deutsche Mark 200 million Floating Rate Bonds (approximately $130
million at the January 4, 1995 exchange rate). The bonds are unsecured,
unsubordinated obligations of the issuer and are unconditionally and
irrevocably guaranteed by the Company. The bonds bear interest at a per
annum rate equal to Deutsche Mark three month LIBOR plus 0.65% and may be
redeemed at the option of the issuer on January 5, 1997 or any interest
payment date thereafter at their principal amount plus any accrued but
unpaid interest. Unless redeemed earlier, the bonds will mature on January
5, 2000 and will be repaid at par.
6) On June 1, 1994, the Company issued a Notice of Redemption for its $100
million 6.5% Convertible Subordinated Debentures with a scheduled maturity
in 2004. Prior to the July 27, 1994 redemption date, debenture holders
elected to convert all of their outstanding debentures into common stock of
the Company at a conversion price of $28.00 per common share.
-7-
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
7) Effective January 1, 1994, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 112 "Employers' Accounting for
Postemployment Benefits" ("SFAS 112"). The cumulative after tax effect of
the adoption of this Statement decreased net income by $28,009,000.
8) Effective January 1, 1996 the Company is required to adopt SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" ("SFAS No. 121"). The Company estimates that the
adoption of SFAS No. 121 will not have a material effect on the results of
operations or the financial position of the Company.
-8-
Item 2. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Second Quarter 1995 Compared to Second Quarter 1994
Consolidated worldwide revenues from commission and fee income increased
23.7% from $425,198,000 in the second quarter of 1994 to $526,039,000 in the
second quarter of 1995. Consolidated domestic revenues increased 16.5% from
$209,096,000 in 1994 to $243,591,000 in 1995. Consolidated international
revenues increased 30.7% from $216,102,000 in 1994 to $282,448,000 in 1995.
Absent the effect of the net acquisitions of subsidiary companies and movements
in international currency exchange rates, consolidated worldwide revenues would
have increased 14.2% in the second quarter of 1995 as compared to the same
period in 1994.
Operating expenses increased 23.6% in the second quarter of 1995 as
compared to the second quarter of 1994. Excluding the effect of the net
acquisition activity and movements in international currency exchange rates
mentioned above, operating expenses increased 14.7% over 1994 levels. This
increase reflects normal salary increases and growth in client service
expenditures to support the increased revenue base. Operating expenses as a
percentage of commissions and fees were 84.6% in the second quarter of 1995 as
compared to 84.7% in the second quarter of 1994.
-9-
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Net interest expense decreased by $262,000 in the second quarter of 1995 as
compared to the same period in 1994. This decrease reflects lower average
interest rates on borrowings, primarily due to the conversion of the Company's
6.5% Convertible Subordinated Debentures in July 1994.
Pretax profit margin was 14.1% in the second quarter of 1995 as compared to
13.7% in the same period in 1994. Operating margin, which excludes interest and
dividend income and interest expense, was 15.4% in the second quarter of 1995 as
compared to 15.3% in the same period in 1994.
The effective income tax rate was 40.2% in the second quarter of 1995 as
compared to 40.9% in the second quarter of 1994. The decrease primarily reflects
a lower international effective tax rate caused by fewer international operating
losses with no associated tax benefit and tax planning strategies implemented in
certain non-U.S.countries.
The increase in equity in affiliates is indicative of greater profits
earned by companies in which the Company owns less than a 50% equity interest.
The increase in minority interest expense is primarily due to greater earnings
by companies where minority interests exist; additional minority interests
-10-
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
resulting from acquisitions; and the acquisition of a majority interest in
several companies which were previously less than 50% owned.
Net income increased 25.8% to $42,147,000 in the second quarter of 1995 as
compared to $33,498,000 in the same period in 1994. Absent the effect of net
acquisitions and movements in international currency exchange rates, net income
increased 18.0% in the second quarter of 1995 as compared to the second quarter
of 1994.
Six Months 1995 Compared to Six Months 1994
Consolidated worldwide commission and fee income increased 23.0% from
$801,736,000 in the first six months of 1994 to $985,921,000 in the first six
months of 1995. Consolidated domestic commission and fee income increased 15.2%
from $406,038,000 in the first six months of 1994 to $467,930,000 in the same
period in 1995. Consolidated international commission and fee income increased
30.9% from $395,698,000 in the first six months of 1994 to $517,991,000 in the
same period in 1995. Absent the effect of movements in international currency
exchange rates and net acquisitions of subsidiary companies made subsequent to
the second quarter of 1994, consolidated worldwide commission and fee income
would have increased 12.7% in the first six months of 1995 versus the first six
months of 1994.
-11-
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Operating expenses increased by 22.7% in the first six months of 1995 as
compared to the same period in 1994. Excluding the effect of movements in
international currency exchange rates and net acquisition activity, operating
expenses would have increased 13.5% over 1994 levels. This increase occurred for
reasons discussed in the second quarter narrative above.
Net interest expense in the first six months of 1995 was comparable to the
same period in 1994.
Pretax profit margin for the first six months of 1995 was 11.7% as compared
to 11.2% in the same period in 1994. Operating profit margin, which excludes
interest and dividend income and interest expense, was 13.0% in the first six
months of 1995 as compared to 12.8% in the same period in 1994.
The effective income tax rate was 40.2% in the first six months of 1995 as
compared to 41.2% in the first six months of 1994. The decrease primarily
reflects a lower international effective tax rate caused by fewer international
operating losses with no associated tax benefit and tax planning strategies
implemented in certain non-U.S.countries.
Both equity in affiliates and minority interests increased during the
period. The increase in equity in affiliates is indicative of greater profits
-12-
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
earned by companies in which the Company owns less than a 50% equity interest.
The increase in minority interest expense is primarily due to greater earnings
by companies where minority interests exist; additional minority interests
resulting from acquisitions; and the acquisition of a majority interest in
several companies which were previously less than 50% owned.
Net income increased 26.5% to $66,289,000 in the first six months of 1995
as compared to $52,418,000, before a change in accounting principle, in the same
period in 1994. Absent the effect of net acquisitions and movements in
international currency exchange rates, net income would have increased 12.9% in
the first six months of 1995 as compared to the same period in 1994.
Capital Resources and Liquidity
Cash and cash equivalents at June 30, 1995 decreased to $207,877,000 from
$228,251,000 at December 31, 1994. This decline is due to the paydown of
year-end accrued liabilities and payments to media and other suppliers exceeding
collections from clients. Both events are recurring seasonal industry patterns.
-13-
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
The relationship between payables to the media and suppliers and
receivables from clients, at June 30, 1995, compares favorably to customary
industry practices.
The Company maintains relationships with a number of banks worldwide, which
have extended unsecured committed lines of credit in amounts sufficient to meet
the Company's cash needs. At June 30, 1995, the Company had $459,581,000 in
committed lines of credit, comprised of a $250,000,000 revolving credit
agreement expiring June 30, 1997, and $209,581,000 in unsecured committed lines
of credit, principally outside of the United States. Of the $459,581,000 in
committed lines, $235,496,000 remained available at June 30, 1995.
Management believes the aggregate lines of credit available to the Company
are adequate to support its short term cash requirements for dividends, capital
expenditures, repayment of debt and maintenance of working capital. The Company
anticipates that future cash flows from operations plus funds available under
existing line of credit facilities will be adequate to support the long term
cash requirements as presently contemplated.
On January 4, 1995, an indirect wholly-owned subsidiary of the Company
issued Deutsche Mark 200 million Floating Rate Bonds (approximately $130 million
at the January 4, 1995 exchange rate), due January 5, 2000. The bonds bear
-14-
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
interest at a per annum rate equal to Deutsche Mark three month LIBOR plus
0.65%. The Company has no present plans to introduce incremental additional
issues of long term debt.
-15-
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Shareholders of the Company was held on May 22,
1995 in New York, New York, at which four matters were submitted to a vote of
the share owners:
(a) Votes cast for or where authority to vote for was withheld regarding
the re-election of six Directors were as follows:
AUTHORITY
FOR WITHHELD
--- --------
(Term Expiring in 1998:)
Bruce Crawford 31,935,766 368,654
Peter I. Jones 31,934,113 370,307
Keith L. Reinhard 31,935,044 369,376
Allen Rosenshine 31,935,481 368,939
Gary L. Roubos 32,075,534 228,886
John D. Wren 31,915,532 388,888
(b) Votes cast for or against and the number of abstentions regarding the
ratification of the appointment of Arthur Andersen LLP as independent auditors
of the Company to serve for 1995 were as follows:
FOR 32,202,859
AGAINST 48,275
ABSTAIN 53,286
(c) Votes cast for or against and the number of abstentions regarding the
approval of an amendment to the 1987 Stock Plan reserving an additional
1,800,000 shares for issuance were as follows:
FOR 24,076,394
AGAINST 7,978,183
ABSTAIN 249,843
-16-
PART II. OTHER INFORMATION (Continued)
Item 4. Submission of Matters to a Vote of Security
Holders (continued)
(d) Votes cast for or against and the number of abstentions regarding the
approval of 1995 Performance Compensation Plan and individual arrangements
established thereunder for certain executive officers were as follows:
FOR 31,516,360
AGAINST 585,227
ABSTAIN 202,833
Item 6. Exhibits
Exhibit Number Description of Exhibit
-------------- ----------------------
27 Appendix A to Item 601(C) of
Regulation S-K Commercial and
Industrial Companies - Article
5 of Regulation S-X (filed in
electronic format only)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Omnicom Group Inc.
(Registrant)
Date August 14, 1995 /s/ Fred J. Meyer
-----------------------
Fred J. Meyer
Chief Financial Officer
and Director
(Principal Financial Officer)
Date August 14, 1995 /s/ Dale A. Adams
-----------------
Dale A. Adams
Controller
(Principal Accounting Officer)
-17-