FISCAL 2019 THIRD QUARTER KEY FINANCIAL
HIGHLIGHTS
- Revenues were $2.46 billion, a 17%
increase compared to $2.09 billion in the prior year, reflecting
the consolidation of Foxtel and continued strength at the Book
Publishing segment
- Net income was $23 million compared
to a net loss of ($1.1) billion, which included non-cash impairment
charges and write-downs of $1.2 billion in the prior year
- Total Segment EBITDA was $247
million compared to $181 million in the prior year
- Reported EPS were $0.02 compared to
($1.94) in the prior year – Adjusted EPS were $0.04 compared to
$0.06 in the prior year
- Digital-only subscribers for The
Wall Street Journal grew 19% in the quarter to a new record of
approximately 1.8 million
- HarperCollins demonstrated another
robust financial performance with 29% Segment EBITDA growth, driven
by impressive new releases and strong backlist sales
- New Foxtel expanded its over-the-top
services with 714,000 total paying OTT subscribers, which includes
Kayo Sports and Foxtel Now, growing over 80% since the beginning of
the calendar year
- Digital Real Estate Services segment
posted healthy growth in its Real estate revenues despite the
volatility in the U.S. and Australian property markets and foreign
currency headwinds
News Corporation (“News Corp” or the
“Company”)(NASDAQ:NWS)(NASDAQ:NWSA)(ASX:NWS)(ASX:NWSLV) today
reported financial results for the three months ended March 31,
2019.
Commenting on the results, Chief Executive Robert Thomson
said:
“News Corp reaped rewards from our digital strategy this
quarter, underscored by a robust rise in digital subscriptions
across our media properties, a sharp increase in digital audio book
sales and continued expansion at our digital real estate businesses
despite volatile conditions in property markets.
For the third quarter, the Company saw 17% revenue growth and a
36% increase in profitability, reflecting the consolidation of
Foxtel and the sterling performance overall at HarperCollins. And
for the nine months, our revenues were 20% higher and profitability
was 29% higher compared to the prior year.
At the News and Information Services segment, digital paid
subscriptions continued their ebullient expansion, with growth of
over 19% to nearly 1.8 million at The Wall Street Journal. Dow
Jones has also been bolstered by its Professional Information
Business, particularly in Risk and Compliance, where we have had
nine straight quarters of revenue growth above 20%.
At Move, revenues increased in a challenging housing market
earlier this year, and we are confident that there are signs of
improvement in U.S. economic activity that should surely bode well
for the market. Encouragingly, realtor.com® achieved record
audience in April of 69.4 million uniques, and 209 million visits,
and audience numbers have accelerated recently.
HarperCollins delivered a particularly strong result, with
profitability increasing 29%, highlighted by 30% revenue growth in
digital audio books and increased revenue from its comprehensive
backlist and a strong suite of new releases, which are generating
much momentum.
Within our Subscription Video Services segment, the recently
launched over-the-top subscription service, Kayo Sports, showed
much promise, gathering 239,000 subscribers since its launch late
last year, 209,000 of which were paying, as of May 8. Since the
beginning of this calendar year, the number of our total paying OTT
subscribers has increased more than 80% to 714,000.”
THIRD QUARTER RESULTS
The Company reported fiscal 2019 third quarter total revenues of
$2.46 billion, a 17% increase compared to $2.09 billion in the
prior year period. The growth reflects the impact from the
consolidation of Foxtel’s results following the combination of
Foxtel and FOX SPORTS Australia (the “Transaction”) into a new
company (“new Foxtel”) and continued strong performance at the Book
Publishing segment, partially offset by a $90 million negative
impact from foreign currency fluctuations and lower print
advertising revenues at the News and Information Services segment.
The results also include $17 million of lower revenues as a result
of the adoption of the new revenue recognition standard. Adjusted
Revenues (which exclude the foreign currency impact, acquisitions
and divestitures as defined in Note 1) increased 2%.
Net income for the quarter was $23 million compared to a net
loss of ($1.1) billion in the prior year, reflecting the absence of
the non-cash impairment charges and write-downs of $1.2 billion
recognized in the third quarter of fiscal 2018, and higher Total
Segment EBITDA, as discussed below, partially offset by higher
depreciation and amortization expense.
The Company reported third quarter Total Segment EBITDA of $247
million, a 36% increase compared to $181 million in the prior year,
also reflecting the Transaction and continued strength in the Book
Publishing segment. The growth was partially offset by lower
contribution from the News and Information Services segment and
higher costs associated with the Opcity acquisition in the Digital
Real Estate Services segment. Adjusted Total Segment EBITDA (as
defined in Note 1) decreased 4%.
Net income per share available to News Corporation stockholders
was $0.02 as compared to a net loss per share of ($1.94) in the
prior year.
Adjusted EPS (as defined in Note 3) were $0.04 compared to $0.06
in the prior year.
SEGMENT REVIEW
For the three months ended For the nine
months ended March 31, March 31, 2019 2018 % Change
2019 2018 % Change (in millions)
Better/(Worse)
(in millions)
Better/(Worse)
Revenues: News and Information Services $ 1,224 $
1,286 (5 ) % $ 3,729 $ 3,825 (3 ) % Subscription Video Services 539
129 ** 1,666 394 ** Book Publishing 421 398 6 % 1,335 1,268 5 %
Digital Real Estate Services 272 279 (3 ) % 876 842 4 % Other
1 1 - 2
2 -
Total Revenues $ 2,457
$ 2,093 17 % $ 7,608 $ 6,331 20
%
Segment EBITDA: News and Information
Services $ 73 $ 87 (16 ) % $ 309 $ 302 2 % Subscription Video
Services 98 16 ** 295 76 ** Book Publishing 53 41 29 % 209 167 25 %
Digital Real Estate Services 74 88 (16 ) % 300 302 (1 ) % Other(a)
(51 ) (51 ) - (138 ) (90
) (53 ) %
Total Segment EBITDA $ 247 $ 181 36
% $ 975 $ 757 29 % ** - Not
meaningful
(a)
Other Segment EBITDA for the nine months ended March 31,
2018 included a $46 million benefit from the reversal of certain
previously accrued net liabilities for the U.K. Newspaper Matters
as a result of an agreement reached with the relevant tax authority
related to certain employment taxes.
News and Information Services
Revenues in the quarter decreased $62 million, or 5%, as
compared to the prior year, reflecting a $52 million, or 4%,
negative impact from foreign currency fluctuations. Within the
segment, Dow Jones revenues grew 1%, while revenues at News UK and
News America Marketing each declined 8% and News Corp Australia
revenues declined 7%. Adjusted Revenues for the segment decreased
1% compared to the prior year.
Advertising revenues declined 9% compared to the prior year, of
which $23 million, or 4%, was related to the negative impact from
foreign currency fluctuations. The remainder of the decline was
driven by weakness in the print advertising market and lower home
delivered revenues, which include free-standing insert products, at
News America Marketing. Advertising revenues at Dow Jones declined
8% in the quarter.
Circulation and subscription revenues were relatively flat,
including a $22 million, or 4%, negative impact from foreign
currency fluctuations. Circulation and subscription revenues again
benefited from a healthy contribution from Dow Jones, which saw a
7% increase in its circulation revenues, reflecting 19% digital
paid subscriber growth and subscription price increases at The Wall
Street Journal, as well as the continued growth in its Risk &
Compliance products. Dow Jones’ consumer products reached
approximately 3.3 million total subscribers, reflecting a 12%
increase compared to the prior year. Cover price increases at other
mastheads also contributed to the revenue improvement. These
increases were partially offset by lower print volume in Australia
and the U.K.
Segment EBITDA decreased $14 million in the quarter, or 16%, as
compared to the prior year, primarily due to lower contribution
from News America Marketing. Adjusted Segment EBITDA (as defined in
Note 1) decreased 15%.
Digital revenues represented 31% of News and Information
Services segment revenues in the quarter, compared to 29% in the
prior year. For the quarter, digital revenues for Dow Jones and the
newspaper mastheads represented 36% of their combined revenues, and
at Dow Jones, digital accounted for 55% of its circulation
revenues. Digital subscribers and users across key properties
within the News and Information Services segment are summarized
below:
- The Wall Street Journal average daily
digital subscribers in the three months ended March 31, 2019 were
1,775,000, compared to 1,490,000 in the prior year (Source:
Internal data)
- Closing digital subscribers at News
Corp Australia’s mastheads as of March 31, 2019 were 493,200,
compared to 409,000 in the prior year (Source: Internal data)
- The Times and Sunday Times closing
digital subscribers as of March 31, 2019 were 286,000, compared to
230,000 in the prior year (Source: Internal data)
- The Sun’s digital offering reached more
than 84 million global monthly unique users in March 2019, compared
to 84 million in the prior year, based on ABCe (Source:
Omniture)
Subscription Video Services
Revenues and Segment EBITDA in the quarter increased $410
million and $82 million, respectively, compared to the prior year,
primarily due to the inclusion of Foxtel. Adjusted Revenues and
Adjusted Segment EBITDA, which exclude the impact of foreign
currency fluctuations, acquisitions and divestitures, increased 4%
and declined 88%, respectively.
On a pro forma basis, reflecting the Transaction, segment
revenues in the quarter decreased $84 million, or 13%, compared
with the prior year, of which $53 million, or 9%, was due to the
negative impact from foreign currency fluctuations. The remainder
of the revenue decline was driven by the impact from lower
broadcast subscribers and the changes in the subscriber package
mix, partially offset by higher revenues from Foxtel Now and Kayo
Sports.
As of March 31, 2019, new Foxtel’s total closing subscribers
were 2.896 million, which was higher than the prior year, primarily
due to the launch of Kayo Sports, subscriber growth at Foxtel Now
and the inclusion of commercial subscribers of FOX SPORTS Australia
beginning in the first quarter of fiscal 2019, partially offset by
lower broadcast subscribers. 2.4 million of the total closing
subscribers were broadcast and commercial subscribers, and the
remainder consisted of Foxtel Now and Kayo Sports subscribers. As
of May 8, 2019, there were 239,000 Kayo Sports subscribers, of
which 209,000 were paying subscribers. For the same period, there
were 567,000 Foxtel Now subscribers, of which 505,000 were paying
subscribers. Broadcast subscriber churn in the quarter was 17.7%
compared to 15.3% in the prior year, reflecting the impact of the
price increase implemented in October. Broadcast churn improved to
16.2% in March and 15.1% in April. Broadcast ARPU for the quarter
declined 1% compared to the prior year to over A$79 (US$57), as the
impact from the price increase was more than offset by a negative
impact related to the adoption of the new revenue recognition
standard.
Pro forma Segment EBITDA in the quarter decreased $29 million,
or 23%, compared with the prior year, primarily due to lower
revenues as discussed above, $25 million of higher sports
programming and production costs related to Cricket Australia and
higher marketing costs related to Kayo Sports, partially offset by
the $45 million positive impact on expenses from foreign currency
fluctuations and lower non-programming costs.
Book Publishing
Revenues in the quarter increased $23 million, or 6%, compared
to the prior year, of which foreign currency fluctuations had a
negative impact of $9 million, or 2%. The revenue growth was
primarily due to higher sales in Christian publishing, driven by
the success of new titles such as Girl, Stop Apologizing by Rachel
Hollis and We are the Gardeners by Joanna Gaines, as well as the
continued success of backlist titles such as Girl, Wash Your Face
by Rachel Hollis. HarperCollins’ U.K. business also contributed to
the revenue growth with its successful release of Fing by David
Walliams. Revenue growth was partially offset by $17 million of
lower revenues as a result of the adoption of the new revenue
recognition standard. Digital sales increased 5% compared to the
prior year and represented 21% of Consumer revenues for the
quarter, driven by the growth in downloadable audiobook sales.
Segment EBITDA for the quarter increased $12 million, or 29%, from
the prior year, primarily due to the higher revenues noted
above.
Digital Real Estate Services
Revenues in the quarter declined $7 million, or 3%, compared to
the prior year, of which foreign currency fluctuations had a
negative impact of $16 million, or 6%. Segment EBITDA in the
quarter declined $14 million, or 16%, compared to the prior year,
primarily due to higher costs associated with further investment in
Opcity following the acquisition and the $9 million negative impact
from foreign currency fluctuations. Adjusted Revenues and Adjusted
Segment EBITDA increased 3% and 9%, respectively.
In the quarter, revenues at REA Group decreased 4% to $151
million from $158 million in the prior year, as an increase in
Australian residential depth revenue, driven by pricing increases,
improved penetration and favorable product mix, was more than
offset by the negative impact from foreign currency fluctuations,
as mentioned above, and softness in listing volumes.
Move’s revenues in the quarter increased 5% to $121 million from
$115 million in the prior year, primarily due to 14% growth in its
real estate revenues, partially offset by planned declines in
advertising revenues. The increase in real estate revenues, which
represent 79% of total Move revenues, reflect higher yield per lead
and the acquisition of Opcity. Realtor.com® continued to migrate
leads from its ConnectionsSM Plus product to its performance-based
Opcity product, as it further evolves and scales its platform.
Based on Move’s internal data, average monthly unique users of
realtor.com®’s web and mobile sites for the fiscal third quarter
grew 7% year-over-year to approximately 65 million, with mobile
representing more than half of all unique users.
REVIEW OF EQUITY LOSSES OF
AFFILIATES
For the three months ended For the nine months
ended March 31, March 31, 2019 2018 2019 2018
(in millions)
(in millions) Foxtel(a) $ - $ (970 ) $ - $ (974 ) Other
equity affiliates, net (4 ) (4 ) (13 )
(28 ) Total equity losses of affiliates $ (4 ) $ (974 ) $ (13 ) $
(1,002 )
(a)
The Company amortized $17 million and $49 million related to
excess cost over the Company’s proportionate share of its
investment’s underlying net assets allocated to finite-lived
intangible assets during the three and nine months ended March 31,
2018, respectively. Such amortization is reflected in Equity losses
of affiliates in the Statement of Operations.
Equity losses of affiliates for the third quarter was ($4)
million compared to ($974) million in the prior year. The
improvement was primarily due to the absence of the $957 million
non-cash write-down of the carrying value of the Company’s
investment in Foxtel in the third quarter of fiscal 2018. The
Company began consolidating the results of Foxtel in the fourth
quarter of fiscal 2018 as a result of the Transaction.
CASH FLOW
The following table presents a reconciliation of net cash
provided by operating activities to free cash flow available to
News Corporation:
For the nine months endedMarch 31,
2019 2018 (in millions) Net cash provided by
operating activities $ 661 $ 465 Less: Capital expenditures
(417 ) (200 ) 244 265 Less: REA Group free cash flow (164 )
(144 ) Plus: Cash dividends received from REA Group 69
63 Free cash flow available to News
Corporation $ 149 $ 184
Net cash provided by operating activities improved $196 million
for the nine months ended March 31, 2019 as compared to the prior
year period, primarily due to higher Total Segment EBITDA as noted
above, partially offset by $59 million in higher cash paid for
interest.
Free cash flow available to News Corporation in the nine months
ended March 31, 2019 was $149 million compared to $184 million in
the prior year period. The decline was primarily due to higher
capital expenditures, of which $223 million was related to new
Foxtel, partially offset by higher cash provided by operating
activities. New Foxtel’s total capital expenditures in fiscal 2019
are now expected to be higher than fiscal 2018 by approximately $25
million compared to the prior guidance of more than $50
million.
Free cash flow available to News Corporation is a non-GAAP
financial measure defined as net cash provided by operating
activities, less capital expenditures (“free cash flow”), less REA
Group free cash flow, plus cash dividends received from REA
Group.
The Company considers free cash flow available to News
Corporation to provide useful information to management and
investors about the amount of cash that is available to be used to
strengthen the Company’s balance sheet and for strategic
opportunities including, among others, investing in the Company’s
business, strategic acquisitions, dividend payouts and repurchasing
stock. The Company believes excluding REA Group’s free cash flow
and including dividends received from REA Group provides users of
its consolidated financial statements with a measure of the amount
of cash flow that is readily available to the Company, as REA Group
is a separately listed public company in Australia and must declare
a dividend in order for the Company to have access to its share of
REA Group’s cash balance. The Company believes free cash flow
available to News Corporation provides a more conservative view of
the Company’s free cash flow because this presentation includes
only that amount of cash the Company actually receives from REA
Group, which has generally been lower than the Company’s unadjusted
free cash flow. A limitation of free cash flow available to News
Corporation is that it does not represent the total increase or
decrease in the cash balance for the period. Management compensates
for the limitation of free cash flow available to News Corporation
by also relying on the net change in cash and cash equivalents as
presented in the Company’s consolidated statements of cash flows
prepared in accordance with GAAP which incorporates all cash
movements during the period.
COMPARISON OF NON-GAAP TO U.S. GAAP INFORMATION
Adjusted Revenues, Total Segment EBITDA, Adjusted Total Segment
EBITDA, Adjusted Segment EBITDA, adjusted net income available to
News Corporation stockholders, Adjusted EPS and free cash flow
available to News Corporation are non-GAAP financial measures
contained in this earnings release. The Company believes these
measures are important tools for investors and analysts to use in
assessing the Company’s underlying business performance and to
provide for more meaningful comparisons of the Company’s operating
performance between periods. These measures also allow investors
and analysts to view the Company’s business from the same
perspective as Company management. These non-GAAP measures may be
different than similar measures used by other companies and should
be considered in addition to, not as a substitute for, measures of
financial performance calculated in accordance with GAAP.
Reconciliations for the differences between non-GAAP measures used
in this earnings release and comparable financial measures
calculated in accordance with U.S. GAAP are included in Notes 1, 2
and 3 and the reconciliation of net cash provided by operating
activities to free cash flow available to News Corporation is
included above.
Conference call
News Corporation’s earnings conference call can be heard live at
5:00pm EDT on May 9, 2019. To listen to the call, please visit
http://investors.newscorp.com.
Cautionary Statement Concerning Forward-Looking
Statements
This document contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management’s views and
assumptions regarding future events and business performance as of
the time the statements are made. Actual results may differ
materially from these expectations due to changes in global
economic, business, competitive market and regulatory factors. More
detailed information about these and other factors that could
affect future results is contained in our filings with the
Securities and Exchange Commission. The “forward-looking
statements” included in this document are made only as of the date
of this document and we do not have any obligation to publicly
update any “forward-looking statements” to reflect subsequent
events or circumstances, except as required by law.
About News Corporation
News Corp (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) is a global,
diversified media and information services company focused on
creating and distributing authoritative and engaging content. The
company comprises businesses across a range of media, including:
news and information services, subscription video services in
Australia, book publishing and digital real estate services.
Headquartered in New York, News Corp operates primarily in the
United States, Australia, and the United Kingdom, and its content
is distributed and consumed worldwide. More information is
available at: www.newscorp.com.
NEWS CORPORATION CONSOLIDATED STATEMENTS OF
OPERATIONS (Unaudited; in millions, except per share
amounts)
For the three monthsended
For the nine monthsended
March 31, March 31, 2019 2018 2019 2018
Revenues: Circulation and subscription $ 1,025 $ 659 $ 3,088 $
1,947 Advertising 670 702 2,052 2,101 Consumer 403 381 1,281 1,220
Real estate 218 208 693 633 Other 141 143
494 430 Total Revenues
2,457 2,093 7,608 6,331 Operating expenses (1,400 ) (1,151 )
(4,224 ) (3,439 ) Selling, general and administrative (810 ) (761 )
(2,409 ) (2,135 ) Depreciation and amortization (168 ) (100 ) (494
) (297 ) Impairment and restructuring charges (34 ) (246 ) (71 )
(273 ) Equity losses of affiliates (4 ) (974 ) (13 ) (1,002 )
Interest (expense) income, net (14 ) 2 (45 ) 9 Other, net 3
30 30 9 Income
(loss) before income tax expense 30 (1,107 ) 382 (797 ) Income tax
expense (7 ) (3 ) (112 ) (292 ) Net
income (loss) 23 (1,110 ) 270 (1,089 ) Less: Net income
attributable to noncontrolling interests (13 ) (18 )
(64 ) (54 ) Net income (loss) attributable to News
Corporation stockholders $ 10 $ (1,128 ) $ 206 $ (1,143 ) Less:
Adjustments to Net income (loss) attributable to News Corporation
stockholders – Redeemable preferred stock dividends -
- - (1 ) Net income (loss)
available to News Corporation stockholders $ 10 $ (1,128 ) $
206 $ (1,144 ) Weighted average shares outstanding:
Basic 585 583 585 583 Diluted 589 583 587 583 Net income
(loss) available to News Corporation stockholders per share - basic
$ 0.02 $ (1.94 ) $ 0.35 $ (1.96 ) Net income (loss) available to
News Corporation stockholders per share - diluted $ 0.02 $ (1.94 )
$ 0.35 $ (1.96 )
NEWS CORPORATION
CONSOLIDATED BALANCE SHEETS (in millions)
As of March 31,2019
As of June 30,2018
(unaudited) (audited)
ASSETS Current assets: Cash and cash
equivalents $ 1,648 $ 2,034 Receivables, net 1,631 1,612 Inventory,
net 404 376 Other current assets 564 372
Total current assets 4,247 4,394
Non-current assets: Investments 347 393 Property, plant and
equipment, net 2,557 2,560 Intangible assets, net 2,514 2,671
Goodwill 5,223 5,218 Deferred income tax assets 257 279 Other
non-current assets 913 831 Total assets
$ 16,058 $ 16,346
LIABILITIES AND
EQUITY Current liabilities: Accounts payable $ 432 $ 605
Accrued expenses 1,364 1,340 Deferred revenue 460 516 Current
borrowings 678 462 Other current liabilities 745
372 Total current liabilities 3,679
3,295 Non-current liabilities: Borrowings 868
1,490 Retirement benefit obligations 237 245 Deferred income tax
liabilities 321 389 Other non-current liabilities 495 430
Commitments and contingencies Redeemable preferred stock -
20 Equity: Class A common stock 4 4 Class B common stock 2 2
Additional paid-in capital 12,229 12,322 Accumulated deficit (1,927
) (2,163 ) Accumulated other comprehensive loss (1,019 )
(874 ) Total News Corporation stockholders' equity 9,289
9,291 Noncontrolling interests 1,169 1,186
Total equity 10,458 10,477 Total
liabilities and equity $ 16,058 $ 16,346
NEWS CORPORATION CONSOLIDATED STATEMENTS OF
CASH FLOWS (Unaudited; in millions)
For the nine months ended March 31, 2019 2018
Operating
activities: Net income (loss) $ 270 $ (1,089 )
Adjustments to reconcile net income (loss) to cash provided by
operating activities: Depreciation and amortization 494 297 Equity
losses of affiliates 13 1,002 Cash distributions received from
affiliates 30 2 Impairment charges 9 225 Other, net (30 ) (9 )
Deferred income taxes and taxes payable 22 182 Change in operating
assets and liabilities, net of acquisitions: Receivables and other
assets 37 (86 ) Inventories, net (74 ) (14 ) Accounts payable and
other liabilities (110 ) (45 ) Net cash provided by
operating activities 661 465
Investing activities: Capital expenditures (417 ) (200 )
Acquisitions, net of cash acquired (187 ) (62 ) Investments in
equity affiliates and other (36 ) (42 ) Proceeds from property,
plant and equipment and other asset dispositions 99 137 Other, net
18 23 Net cash used in investing
activities (523 ) (144 )
Financing
activities: Borrowings 450 - Repayment of borrowings (801 ) (93
) Dividends paid (102 ) (99 ) Other, net (48 ) (42 )
Net cash used in financing activities (501 ) (234 )
Net change in cash and cash equivalents (363 ) 87 Cash and
cash equivalents, beginning of period 2,034 2,016 Exchange movement
on opening cash balance (23 ) 9 Cash and cash
equivalents, end of period $ 1,648 $ 2,112
NOTE 1 – ADJUSTED REVENUES, ADJUSTED TOTAL SEGMENT EBITDA AND
ADJUSTED SEGMENT EBITDA
The Company uses revenues, Total Segment EBITDA and Segment
EBITDA excluding the impact of acquisitions, divestitures, fees and
costs, net of indemnification, related to the claims and
investigations arising out of certain conduct at The News of the
World (the “U.K. Newspaper Matters”) and foreign currency
fluctuations (“Adjusted Revenues,” “Adjusted Total Segment EBITDA”
and “Adjusted Segment EBITDA,” respectively) to evaluate the
performance of the Company’s core business operations exclusive of
certain items that impact the comparability of results from period
to period such as the unpredictability and volatility of currency
fluctuations. The Company calculates the impact of foreign currency
fluctuations for businesses reporting in currencies other than the
U.S. dollar by multiplying the results for each quarter in the
current period by the difference between the average exchange rate
for that quarter and the average exchange rate in effect during the
corresponding quarter of the prior year and totaling the impact for
all quarters in the current period.
The calculation of Adjusted Revenues, Adjusted Total Segment
EBITDA and Adjusted Segment EBITDA may not be comparable to
similarly titled measures reported by other companies, since
companies and investors may differ as to what type of events
warrant adjustment. Adjusted Revenues, Adjusted Total Segment
EBITDA and Adjusted Segment EBITDA are not measures of performance
under generally accepted accounting principles and should not be
construed as substitutes for amounts determined under GAAP as
measures of performance. However, management uses these measures in
comparing the Company’s historical performance and believes that
they provide meaningful and comparable information to investors to
assist in their analysis of our performance relative to prior
periods and our competitors.
The following tables reconcile reported revenues and reported
Total Segment EBITDA to Adjusted Revenues and Adjusted Total
Segment EBITDA for the three and nine months ended March 31, 2019
and 2018.
Revenues Total Segment EBITDA For the
three months ended For the three months ended March 31, March 31,
2019 2018 Difference 2019 2018
Difference (in millions) (in millions)
As reported $
2,457 $ 2,093 $ 364 $ 247 $ 181 $ 66 Impact of acquisitions
(432 ) - (432 ) (81 ) - (81 ) Impact of divestitures (2 )
(12 ) 10 1 2 (1 ) Impact of foreign currency fluctuations 90
- 90 9 - 9 Net impact of U.K. Newspaper Matters - - - 2 2 -
As adjusted $ 2,113 $ 2,081
$ 32 $ 178 $ 185 $ (7 ) Revenues
Total Segment EBITDA For the nine months ended For the nine months
ended March 31, March 31, 2019 2018 Difference 2019 2018 Difference
(in millions) (in millions)
As reported $ 7,608 $
6,331 $ 1,277 $ 975 $ 757 $ 218 Impact of acquisitions
(1,323 ) - (1,323 ) (218 ) - (218 ) Impact of divestitures
(14 ) (38 ) 24 - 3 (3 ) Impact of foreign currency
fluctuations 206 - 206 33 - 33 Net impact of U.K. Newspaper
Matters - - - 8 (38 ) 46
As adjusted $
6,477 $ 6,293 $ 184 $ 798 $ 722
$ 76
Adjusted Revenues and Adjusted Segment EBITDA by segment for the
three and nine months ended March 31, 2019 and 2018 are as
follows:
For the three months ended March 31, 2019
2018 % Change (in millions) Better/(Worse)
Adjusted Revenues: News and Information Services $ 1,265 $
1,279 (1 ) % Subscription Video Services 134 129 4 % Book
Publishing 430 398 8 % Digital Real Estate Services 283 274 3 %
Other 1 1 -
Adjusted
Total Revenues $ 2,113 $ 2,081 2 %
Adjusted Segment EBITDA: News and Information Services $ 74
$ 87 (15 ) % Subscription Video Services 2 16 (88 ) % Book
Publishing 53 41 29 % Digital Real Estate Services 98 90 9 % Other
(49 ) (49 ) -
Adjusted Total Segment
EBITDA $ 178 $ 185 (4 ) %
For the nine months ended March 31, 2019 2018
% Change (in millions) Better/(Worse)
Adjusted
Revenues: News and Information Services $ 3,817 $ 3,803 -
Subscription Video Services 407 394 3 % Book Publishing 1,354 1,268
7 % Digital Real Estate Services 897 826 9 % Other 2
2 -
Adjusted Total Revenues $
6,477 $ 6,293 3 %
Adjusted Segment
EBITDA: News and Information Services $ 314 $ 301 4 %
Subscription Video Services 62 76 (18 ) % Book Publishing 209 167
25 % Digital Real Estate Services 343 306 12 % Other (130 )
(128 ) (2 ) %
Adjusted Total Segment EBITDA $ 798
$ 722 11 %
The following tables reconcile reported revenues and Segment
EBITDA by segment to Adjusted Revenues and Adjusted Segment EBITDA
by segment for the three months ended March 31, 2019 and 2018.
For the three months ended March 31, 2019 As Reported
Impact ofAcquisitions
Impact ofDivestitures
Impact ofForeignCurrencyFluctuations
Net Impactof U.K.NewspaperMatters
As Adjusted (in millions)
Revenues: News and
Information Services $ 1,224 $ (9 ) $ (2 ) $ 52 $ - $ 1,265
Subscription Video Services 539 (418 ) - 13 - 134 Book Publishing
421 - - 9 - 430 Digital Real Estate Services 272 (5 ) - 16 - 283
Other 1 - - -
- 1
Total Revenues $ 2,457 $
(432 ) $ (2 ) $ 90 $ - $ 2,113
Segment EBITDA:
News and Information Services $ 73 $ - $ 1 $ - $ - $ 74
Subscription Video Services 98 (96 ) - - - 2 Book Publishing 53 - -
- - 53 Digital Real Estate Services 74 15 - 9 - 98 Other (51
) - - - 2 (49 )
Total Segment EBITDA $ 247 $ (81 ) $ 1 $ 9 $ 2
$ 178 For the three months ended March
31, 2018 As Reported
Impact ofAcquisitions
Impact ofDivestitures
Impact ofForeignCurrencyFluctuations
Net Impactof U.K.NewspaperMatters
As Adjusted (in millions)
Revenues: News and
Information Services $ 1,286 $ - $ (7 ) $ - $ - $ 1,279
Subscription Video Services 129 - - - - 129 Book Publishing 398 - -
- - 398 Digital Real Estate Services 279 - (5 ) - - 274 Other
1 - - - - 1
Total Revenues $ 2,093 $ - $ (12 ) $ - $ - $
2,081
Segment EBITDA: News and Information
Services $ 87 $ - $ - $ - $ - $ 87 Subscription Video Services 16 -
- - - 16 Book Publishing 41 - - - - 41 Digital Real Estate Services
88 - 2 - - 90 Other (51 ) - - -
2 (49 )
Total Segment EBITDA $ 181 $ -
$ 2 $ - $ 2 $ 185
The following tables reconcile reported revenues and Segment
EBITDA by segment to Adjusted Revenues and Adjusted Segment EBITDA
by segment for the nine months ended March 31, 2019 and 2018.
For the nine months ended March 31, 2019 As Reported
Impact ofAcquisitions
Impact ofDivestitures
Impact ofForeignCurrencyFluctuations
Net Impactof U.K.NewspaperMatters
As Adjusted (in millions)
Revenues: News and
Information Services $ 3,729 $ (14 ) $ (12 ) $ 114 $ - $ 3,817
Subscription Video Services 1,666 (1,289 ) - 30 - 407 Book
Publishing 1,335 - - 19 - 1,354 Digital Real Estate Services 876
(20 ) (2 ) 43 - 897 Other 2 - -
- - 2
Total Revenues $
7,608 $ (1,323 ) $ (14 ) $ 206 $ - $ 6,477
Segment EBITDA: News and Information Services $ 309 $ - $ -
$ 5 $ - $ 314 Subscription Video Services 295 (236 ) - 3 - 62 Book
Publishing 209 - - - - 209 Digital Real Estate Services 300 18 - 25
- 343 Other (138 ) - - -
8 (130 )
Total Segment EBITDA $ 975 $
(218 ) $ - $ 33 $ 8 $ 798 For
the nine months ended March 31, 2018 As Reported
Impact ofAcquisitions
Impact ofDivestitures
Impact ofForeignCurrencyFluctuations
Net Impactof U.K.NewspaperMatters
As Adjusted (in millions)
Revenues: News and
Information Services $ 3,825 $ - $ (22 ) $ - $ - $ 3,803
Subscription Video Services 394 - - - - 394 Book Publishing 1,268 -
- - - 1,268 Digital Real Estate Services 842 - (16 ) - - 826 Other
2 - - - -
2
Total Revenues $ 6,331 $ - $ (38 ) $
- $ - $ 6,293
Segment EBITDA: News and
Information Services $ 302 $ - $ (1 ) $ - $ - $ 301 Subscription
Video Services 76 - - - - 76 Book Publishing 167 - - - - 167
Digital Real Estate Services 302 - 4 - - 306 Other (90 )
- - - (38 ) (128 )
Total Segment EBITDA $ 757 $ - $ 3 $ - $ (38 )
$ 722
NOTE 2 – TOTAL SEGMENT EBITDA
Segment EBITDA is defined as revenues less operating expenses
and selling, general and administrative expenses. Segment EBITDA
does not include: depreciation and amortization, impairment and
restructuring charges, equity losses of affiliates, interest
(expense) income, net, other, net and income tax (expense) benefit.
Management believes that Segment EBITDA is an appropriate measure
for evaluating the operating performance of the Company’s business
segments because it is the primary measure used by the Company’s
chief operating decision maker to evaluate the performance of and
allocate resources within the Company’s businesses. Segment EBITDA
provides management, investors and equity analysts with a measure
to analyze the operating performance of each of the Company’s
business segments and its enterprise value against historical data
and competitors’ data, although historical results may not be
indicative of future results (as operating performance is highly
contingent on many factors, including customer tastes and
preferences).
Total Segment EBITDA is a non-GAAP measure and should be
considered in addition to, not as a substitute for, net income
(loss), cash flow and other measures of financial performance
reported in accordance with GAAP. In addition, this measure does
not reflect cash available to fund requirements and excludes items,
such as depreciation and amortization and impairment and
restructuring charges, which are significant components in
assessing the Company’s financial performance. The Company believes
that the presentation of Total Segment EBITDA provides useful
information regarding the Company’s operations and other factors
that affect the Company’s reported results. Specifically, the
Company believes that by excluding certain one-time or non-cash
items such as impairment and restructuring charges and depreciation
and amortization, as well as potential distortions between periods
caused by factors such as financing and capital structures and
changes in tax positions or regimes, the Company provides users of
its consolidated financial statements with insight into both its
core operations as well as the factors that affect reported results
between periods but which the Company believes are not
representative of its core business. As a result, users of the
Company’s consolidated financial statements are better able to
evaluate changes in the core operating results of the Company
across different periods. The following table reconciles net income
(loss) to Total Segment EBITDA.
For the three months ended March 31, 2019 2018
Change % Change (in millions) Net income (loss) $ 23
$ (1,110 ) $ 1,133 ** Add: Income tax expense 7 3 4 ** Other, net
(3 ) (30 ) 27 90 % Interest expense (income), net 14 (2 ) 16 **
Equity losses of affiliates 4 974 (970 ) (100 ) % Impairment and
restructuring charges 34 246 (212 ) (86 ) % Depreciation and
amortization 168 100 68
68 % Total Segment EBITDA $ 247 $ 181 $ 66
36 % ** - Not meaningful For the nine
months ended March 31, 2019 2018 Change % Change (in millions)
Net income (loss) $ 270 $ (1,089 ) $ 1,359 ** Add: Income
tax expense 112 292 (180 ) (62 ) % Other, net (30 ) (9 ) (21 ) **
Interest expense (income), net 45 (9 ) 54 ** Equity losses of
affiliates 13 1,002 (989 ) (99 ) % Impairment and restructuring
charges 71 273 (202 ) (74 ) % Depreciation and amortization
494 297 197 66 % Total
Segment EBITDA $ 975 $ 757 $ 218 29 %
** - Not meaningful
NOTE 3 – ADJUSTED NET INCOME (LOSS) AVAILABLE TO NEWS
CORPORATION STOCKHOLDERS AND ADJUSTED EPS
The Company uses net income (loss) available to News Corporation
stockholders and diluted earnings per share (“EPS”) excluding
expenses related to U.K. Newspaper Matters, impairment and
restructuring charges and “Other, net”, net of tax, recognized by
the Company or its equity method investees, as well as the
settlement of certain pre-Separation tax matters and the impact of
the U.S. Tax Cut and Jobs Act (“adjusted net income (loss)
available to News Corporation stockholders” and “adjusted EPS,”
respectively), to evaluate the performance of the Company’s
operations exclusive of certain items that impact the comparability
of results from period to period, as well as certain
non-operational items. The calculation of adjusted net income
(loss) available to News Corporation stockholders and adjusted EPS
may not be comparable to similarly titled measures reported by
other companies, since companies and investors may differ as to
what type of events warrant adjustment. Adjusted net income (loss)
available to News Corporation stockholders and adjusted EPS are not
measures of performance under generally accepted accounting
principles and should not be construed as substitutes for
consolidated net income (loss) available to News Corporation
stockholders and net income (loss) per share as determined under
GAAP as a measure of performance. However, management uses these
measures in comparing the Company’s historical performance and
believes that they provide meaningful and comparable information to
investors to assist in their analysis of our performance relative
to prior periods and our competitors.
The following tables reconcile reported net income (loss)
available to News Corporation stockholders and reported diluted EPS
to adjusted net income available to News Corporation stockholders
and adjusted EPS for the three and nine months ended March 31, 2019
and 2018.
For the three months ended For the three months ended
March 31, 2019 March 31, 2018 (in millions, except per share data)
Net incomeavailable tostockholders
EPS
Net (loss)income availableto
stockholders
EPS
Net income (loss) $ 23 $ $ (1,110 ) $
Less: Net income attributable to noncontrolling interests
(13 ) (18 )
Net income (loss) available to News Corporation stockholders
$ 10 $ 0.02 $ (1,128 ) $ (1.94 ) U.K. Newspaper Matters 2 -
2 - Impairment and restructuring charges(a) 34 0.05 246 0.42
Other, net (3 ) - (30 ) (0.05 ) Equity losses of
affiliates(b) - - 957 1.65 Tax impact on items above (15 )
(0.03 ) (14 ) (0.02 ) Impact of noncontrolling interest on
items included above (2 ) - - -
As adjusted $ 26
$ 0.04 $ 33 $ 0.06
(a)
During the three months ended March 31, 2018, the Company
recognized $165 million and $41 million of non-cash impairment
charges at News America Marketing and FOX SPORTS Australia,
respectively.
(b)
During the three months ended March 31, 2018, the Company
recognized a $957 million non-cash write-down of its investment in
Foxtel. For the nine months ended For the nine
months ended March 31, 2019 March 31, 2018 (in millions, except per
share data)
Net incomeavailable tostockholders
EPS
Net (loss)income availableto
stockholders
EPS
Net income (loss) $ 270 $ $
(1,089 ) $ Less: Net income attributable to noncontrolling
interests (64 ) (54 ) Less: Redeemable preferred stock dividends
- (1 )
Net
income (loss) available to News Corporation stockholders $ 206
$ 0.35 $ (1,144 ) $ (1.96 ) U.K. Newspaper Matters (a) 8
0.01 (38 ) (0.07 ) Impairment and restructuring charges (b)
71 0.12 273 0.47 Other, net (30 ) (0.05 ) (9 ) (0.02 )
Equity losses of affiliates (c) - - 970 1.66 Tax
impact on items above (25 ) (0.05 ) (8 ) (0.01 ) Impact of
U.S. Tax Cut and Jobs Act (d) - - 174 0.30 Impact of
noncontrolling interest on items included above (4 ) - (8 ) (0.01 )
As adjusted $ 226 $ 0.38 $ 210
$ 0.36
(a)
During the nine months ended March 31, 2018, the Company
recorded a $46 million benefit from the reversal of certain
previously accrued net liabilities for the U.K. Newspaper Matters
as a result of an agreement reached with the relevant tax authority
related to certain employment taxes.
(b)
During the nine months ended March 31, 2018, the Company recognized
$165 million and $41 million of non-cash impairment charges at News
America Marketing and FOX SPORTS Australia, respectively.
(c)
During the nine months ended March 31, 2018, the Company recognized
a $957 million non-cash write-down of its investment in Foxtel as
well as $13 million in non-cash write-downs of certain equity
method investments’ carrying values.
(d)
During the nine months ended March 31, 2018, the Company recorded a
$174 million provisional charge as a result of the U.S. Tax Cut and
Jobs Act.
NOTE 4 – PRO FORMA
The following supplemental unaudited pro forma information for
the three and nine months ended March 31, 2018 reflects the
Company’s results of operations as if the Transaction had occurred
on July 1, 2016. The Company believes that the presentation of this
supplemental information enhances comparability across the
reporting periods. The information was prepared in accordance with
Article 11 of Regulation S-X and is based on historical results of
operations of News Corp and Foxtel, adjusted for the effect of any
Transaction-related accounting adjustments, as described below. Pro
forma adjustments were based on available information and
assumptions regarding impacts that are directly attributable to the
Transaction, are factually supportable, and are expected to have a
continuing impact on the combined results. In addition, the pro
forma information is provided for supplemental and informational
purposes only, and is not necessarily indicative of what the
Company’s results of operations would have been, or the Company’s
future results of operations, had the Transaction actually occurred
on the date indicated. As only the financial results for the
Subscription Video Services segment were adjusted due to the
presentation of this pro forma supplemental information, the
Company is only providing pro forma supplemental information for
this segment below, under “Subscription Video Services”. The
unaudited pro forma information should be read in conjunction with
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and our unaudited consolidated financial
statements and related notes included in the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2019 that will
be filed with the Securities and Exchange Commission.
The following tables set forth the Company’s unaudited reported
and pro forma results of operations for the three and nine months
ended March 31, 2019 and 2018, respectively.
For the three months ended March 31, 2019 2018
Change % Change (in millions, except %) As reported
Pro forma Better/(Worse) Revenues: Circulation and
subscription $ 1,025 $ 1,097 $ (72 ) (7 ) % Advertising 670 744 (74
) (10 ) % Consumer 403 381 22 6 % Real estate 218 208 10 5 % Other
141 157 (16 ) (10 ) % Total Revenues
2,457 2,587 (130 ) (5 ) % Operating expenses (1,400 ) (1,423
) 23 2 % Selling, general and administrative (810 ) (872 ) 62 7 %
Depreciation and amortization (168 ) (168 ) - - Impairment and
restructuring charges (34 ) (1,205 ) 1,171 97 % Equity losses of
affiliates (4 ) (2 ) (2 ) (100 ) % Interest expense, net (14 ) (21
) 7 33 % Other, net 3 29 (26 ) (90 ) %
Income (loss) before income tax expense 30 (1,075 ) 1,105 ** Income
tax expense (7 ) (6 ) (1 ) (17 ) % Net income
(loss) 23 (1,081 ) 1,104 ** Less: Net income attributable to
noncontrolling interests (13 ) (10 ) (3 ) (30
) % Net income (loss) attributable to News Corporation $ 10
$ (1,091 ) $ 1,101 **
** - Not meaningful
For the nine months ended March 31, 2019
2018 Change % Change (in millions, except %)
As reported Pro forma Better/(Worse) Revenues: Circulation
and subscription $ 3,088 $ 3,307 $ (219 ) (7 ) % Advertising 2,052
2,242 (190 ) (8 ) % Consumer 1,281 1,220 61 5 % Real estate 693 633
60 9 % Other 494 469 25 5
% Total Revenues 7,608 7,871 (263 ) (3 ) % Operating
expenses (4,224 ) (4,284 ) 60 1 % Selling, general and
administrative (2,409 ) (2,470 ) 61 2 % Depreciation and
amortization (494 ) (501 ) 7 1 % Impairment and restructuring
charges (71 ) (1,235 ) 1,164 94 % Equity losses of affiliates (13 )
(23 ) 10 43 % Interest expense, net (45 ) (67 ) 22 33 % Other, net
30 7 23 ** Income
(loss) before income tax expense 382 (702 ) 1,084 ** Income tax
expense (112 ) (300 ) 188 63 %
Net income (loss) 270 (1,002 ) 1,272 ** Less: Net income
attributable to noncontrolling interests (64 ) (80 )
16 20 % Net income (loss) attributable to News
Corporation $ 206 $ (1,082 ) $ 1,288 **
** - Not meaningful
Pro Forma (unaudited) For the three months
ended March 31, 2018
News CorpHistorical(a)
FoxtelHistorical(b)
TransactionAdjustments
Pro Forma (in millions, except per share amounts)
Revenues: Circulation and subscription $ 659 $ 531 $ (93 ) (c)(d) $
1,097 Advertising 702 42 - 744 Consumer 381 - - 381 Real estate 208
- - 208 Other 143 14 -
157 Total Revenues 2,093 587 (93 ) 2,587
Operating expenses (1,151 ) (370 ) 98 (c)(e) (1,423 ) Selling,
general and administrative (761 ) (113 ) 2 (f) (872 ) Depreciation
and amortization (100 ) (69 ) 1 (g)(h)(i) (168 ) Impairment and
restructuring charges (246 ) (2 ) (957 ) (j) (1,205 ) Equity
(losses) earnings of affiliates (974 ) 2 970 (j) (2 ) Interest
income (expense), net 2 (23 ) - (21 ) Other, net 30
(1 ) - 29 (Loss) income before
income tax expense (1,107 ) 11 21 (1,075 ) Income tax expense
(3 ) (3 ) - (k) (6 ) Net (loss)
income (1,110 ) 8 21 (1,081 ) Less: Net (income) loss attributable
to noncontrolling interests (18 ) 1 7
(l) (10 ) Net (loss) income attributable to News
Corporation $ (1,128 ) $ 9 $ 28 $ (1,091 )
Basic and diluted loss per share: Net loss available to News
Corporation stockholders per share $ (1.94 ) $ (1.87 )
Pro Forma (unaudited) For the nine months ended March
31, 2018
News CorpHistorical(a)
FoxtelHistorical(b)
TransactionAdjustments
Pro Forma (in millions, except per share amounts)
Revenues: Circulation and subscription $ 1,947 $ 1,638 $ (278 )
(c)(d) $ 3,307 Advertising 2,101 141 - 2,242 Consumer 1,220 - -
1,220 Real estate 633 - - 633 Other 430 39
- 469 Total Revenues 6,331 1,818
(278 ) 7,871 Operating expenses (3,439 ) (1,136 ) 291 (c)(e)
(4,284 ) Selling, general and administrative (2,135 ) (340 ) 5 (f)
(2,470 ) Depreciation and amortization (297 ) (187 ) (17 )
(g)(h)(i) (501 ) Impairment and restructuring charges (273 ) (5 )
(957 ) (j) (1,235 ) Equity (losses) earnings of affiliates (1,002 )
5 974 (j) (23 ) Interest income (expense), net 9 (76 ) - (67 )
Other, net 9 (2 ) - 7
(Loss) income before income tax expense (797 ) 77 18 (702 )
Income tax expense (292 ) (13 ) 5 (k)
(300 ) Net (loss) income (1,089 ) 64 23 (1,002 ) Less: Net
(income) loss attributable to noncontrolling interests (54 )
1 (27 ) (l) (80 ) Net (loss) income
attributable to News Corporation $ (1,143 ) $ 65 $ (4 ) $
(1,082 ) Basic and diluted loss per share: Net loss
available to News Corporation stockholders per share $ (1.96 ) $
(1.86 )
(a)
Reflects the historical results of operations of News
Corporation. As the acquisition of a controlling interest in Foxtel
was completed on April 3, 2018, Foxtel is reflected in our
historical Statements of Operations from April 3, 2018 onwards.
(b)
Reflects the historical results of operations of Foxtel to the date
of the Transaction. From April 3, 2018 onwards, Foxtel is included
in the historical results of operations of News Corporation. The
Statements of Operations of Foxtel are derived from its historical
financial statements for the three and nine months ended March 31,
2018. The Statements of Operations for the three and nine months
ended March 31, 2018 reflect Foxtel's Statements of Operations on a
U.S. GAAP basis and translated from Australian dollars to U.S.
dollars, the reporting currency of the combined group, using the
quarterly average rates for each period presented. Additionally,
certain balances within Foxtel’s historical financial information
were reclassified to be consistent with the Company’s presentation.
(c)
Represents the impact of eliminating transactions between Foxtel
and the consolidated subsidiaries of News Corporation, which would
be eliminated upon consolidation as a result of the Transaction.
(d)
Reflects the reversal of revenue recognized in Foxtel's historical
Statements of Operations resulting from the fair value adjustment
of Foxtel's historical deferred installation revenue in the
preliminary purchase price allocation for the Transaction.
(e)
Reflects the adjustment to amortization of program inventory
recognized in Foxtel’s historical Statements of Operations related
to the fair value adjustment of Foxtel's historical program
inventory in the preliminary purchase price allocation.
(f)
Reflects the removal of transaction expenses directly related to
the Transaction that are included in News Corp’s historical
Statements of Operations for the three and nine months ended March
31, 2018. These costs are considered to be non-recurring in nature,
and as such, have been excluded from the pro forma Statements of
Operations.
(g)
Reflects the adjustment to amortization expense resulting from the
recognition of amortizable intangible assets in the preliminary
purchase price allocation.
(h)
Reflects the adjustment to depreciation and amortization expense
resulting from the fair value adjustment to Foxtel's historical
fixed assets in the preliminary purchase price allocation, which
resulted in a step-up in the value of such assets.
(i)
Reflects the reversal of amortization expense included in News
Corp’s historical Statements of Operations from the Company's
settlement of its pre-existing contractual arrangement between
Foxtel and FOX SPORTS Australia, which resulted in a write-off of
its channel distribution agreement intangible asset at the time of
the Transaction.
(j)
Represents the impact to equity losses of affiliates as a result of
the Transaction, as if the Transaction occurred on July 1, 2016.
Historically News Corp accounted for its investment in Foxtel under
the equity method of accounting. As a result of the Transaction,
Foxtel became a majority-owned subsidiary of the Company, and
therefore, the impact of Foxtel on the Company’s historical equity
losses of affiliates was eliminated. In addition, during the three
and nine months ended March 31, 2018, News Corp recorded an
impairment to its investment in Foxtel within equity losses of
affiliates which is reflected in News Corp’s historical results. As
this impairment is non-recurring in nature and is not directly
attributable to the Transaction, such amount has not been
eliminated and has been reclassified in the pro forma Statements of
Operations from equity losses of affiliates into impairment and
restructuring charges.
(k)
In determining the tax rate to apply to our pro forma adjustments
we used the Australian statutory rate of 30%, which is the
jurisdiction in which the business operates. However, in certain
instances, the effective tax rate applied to certain adjustments
differs from the statutory rate primarily as a result of certain
valuation allowances on deferred tax assets, based on the Company’s
historical tax profile in Australia.
(l)
Represents the adjustment, as a result of the Transaction, to
reflect the non-controlling interest of the combined company on a
pro forma basis.
Pro Forma Segment Analysis
The following table reconciles unaudited reported and pro forma
Net income (loss) to unaudited reported and pro forma Total Segment
EBITDA for the three and nine months ended March 31, 2019 and 2018,
respectively:
For the three months endedMarch 31,
For the nine months endedMarch 31,
2019 2018 2019 2018 (in millions) As reported Pro
forma As reported Pro forma Net income (loss) $ 23 $
(1,081 ) $ 270 $ (1,002 ) Add: Income tax expense 7 6 112 300
Other, net (3 ) (29 ) (30 ) (7 ) Interest expense, net 14 21 45 67
Equity losses of affiliates 4 2 13 23 Impairment and restructuring
charges 34 1,205 71 1,235 Depreciation and amortization 168
168 494 501 Total
Segment EBITDA $ 247 $ 292 $ 975 $ 1,117
The following tables set forth the Company’s reported Revenues
and Segment EBITDA for the three and nine months ended March 31,
2019 and pro forma Revenues and Segment EBITDA for the three and
nine months ended March 31, 2018:
For the three months ended March 31, 2019 2018
Segment Segment Revenues EBITDA Revenues EBITDA (in
millions) As reported Pro forma News and Information
Services $ 1,224 $ 73 $ 1,286 $ 87 Subscription Video Services 539
98 623 127 Book Publishing 421 53 398 41 Digital Real Estate
Services 272 74 279 88 Other 1 (51 ) 1
(51 )
Total $ 2,457 $ 247 $ 2,587 $ 292
For the nine months ended March 31, 2019 2018
Segment Segment Revenues EBITDA Revenues EBITDA (in
millions) As reported Pro forma News and Information
Services $ 3,729 $ 309 $ 3,825 $ 302 Subscription Video Services
1,666 295 1,934 436 Book Publishing 1,335 209 1,268 167 Digital
Real Estate Services 876 300 842 302 Other 2 (138 )
2 (90 )
Total $ 7,608 $ 975 $ 7,871 $
1,117
Subscription Video Services
For the three months ended March 31, For the
nine months ended March 31, 2019 2018 % Change 2019
2018 % Change (in millions, except %) As reported Pro
forma Better/(Worse) As reported Pro forma Better/(Worse)
Revenues: Circulation and subscription $ 474 $ 547 (13 ) % $ 1,455
$ 1,687 (14 ) % Advertising 50 60 (17 ) % 162 201 (19 ) % Other
15 16 (6 ) % 49 46
7 %
Total Revenues 539 623 (13 ) % 1,666 1,934
(14 ) % Operating expenses (374 ) (374 ) - (1,109 ) (1,129 ) 2 %
Selling, general and administrative (67 ) (122 ) 45
% (262 ) (369 ) 29 %
Segment
EBITDA $ 98 $ 127 (23 ) % $ 295 $ 436
(32 ) %
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190509005940/en/
Investor RelationsMichael
Florin212-416-3363mflorin@newscorp.com
Leslie Kim212-416-4529lkim@newscorp.com
Corporate CommunicationsJim
Kennedy212-416-4064jkennedy@newscorp.com
Ilana Ozernoy212-416-3364iozernoy@newscorp.com
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