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Acxiom Acquisition (Notes)
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
Acxiom Acquisition
On October 1, 2018, pursuant to the terms of the Membership Interest Purchase Agreement dated as of July 2, 2018, the Company completed the acquisition of Acxiom Holdings, Inc.’s Marketing Solutions business ("Acxiom") through the acquisition of 100% of the equity interests of Acxiom for $2,327.9, subject to customary closing adjustments. The purpose of the acquisition is to combine the Company's media, creative, marketing services and analytics capabilities, global scale and consumer insights, with Acxiom's expertise in identity, data, integrations and data stewardship.
The Company funded the acquisition of Acxiom from a term loan agreement with third-party lenders for $500.0 and unsecured senior notes issued for a total of $2,000.0 in aggregate principal amount. See Note 3 for further information regarding the Company's debt.
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the closing date:
 
October 1, 2018
Cash and cash equivalents
$
13.3

Accounts receivable
112.9

Accounts receivable, billable to clients
8.3

Other current assets
28.2

Property and equipment, net
159.7

Deferred income taxes
(0.6
)
Goodwill
1,110.8

Intangible assets, net
995.0

Other non-current assets
8.3

Accounts payable
(37.1
)
Accrued liabilities
(46.9
)
Contract liabilities
(23.2
)
Other non-current liabilities
(0.8
)
Net assets acquired
$
2,327.9


The preliminary fair values of the identifiable intangible assets acquired at the closing date are as follows:
 
Fair Value
 
Weighted Average Amortization Period (Years)
Customer lists
$
600.0

 
15.0
Know-how and technology
235.0

 
9.0
Trade names
160.0

 
15.0 to indefinite
Total intangible assets
995.0

 
 

The preliminary fair value of the customer lists was determined by applying the multi-period excess earnings method, a variation of the income approach. The preliminary fair values of the know-how and technology and the trade names were determined using the relief from royalty method of the income approach. Goodwill generated by the Acxiom Acquisition, the majority of which is tax deductible, primarily relates to intangible assets that do not qualify for separate recognition, including assembled workforce and synergies. The purchase accounting process has not been completed primarily because the valuation of acquired assets has not been finalized. We expect to complete the purchase accounting as soon as practicable but no later than one year from the acquisition date. We do not believe there will be material adjustments.
The operating results of Acxiom for the period from October 1, 2018 to December 31, 2018, including net revenue of $181.7 and net income available to IPG common stockholders of $20.4, are included in our Consolidated Statements of Operations for the year ended December 31, 2018.
The Company incurred a total of $35.0 in "Selling, general and administrative expenses," $3.7 in "Interest expense," $0.4 in "Interest income" and $10.3 in "Other expense, net," for transaction-related costs in connection with the acquisition.
The following table presents the combined results of the Company and Acxiom for the years ended December 31, 2018 and 2017 on an unaudited pro forma basis, as if the acquisition had occurred on January 1, 2017. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if that acquisition had taken place at the beginning of January 1, 2017. It also does not reflect changes in cost structure or operations resulting from restructuring activities, changes in the business, or future events that may occur after the completion of the acquisition. The pro forma combined results of operations shown below include after-tax nonrecurring transaction-related charges of $27.6 in 2017, and the business combination accounting effects resulting from the acquisition.
 
(unaudited)
 
December 31,
2018
 
2017
Pro forma revenues
$
10,230.4

 
$
9,736.1

Pro forma net income
642.2

 
519.2