Warner Music Group Corp.
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended September 30,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions, except share and per share data)
|
Revenues
|
$
|
4,463
|
|
|
$
|
4,475
|
|
|
$
|
4,005
|
|
Costs and expenses:
|
|
|
|
|
|
Cost of revenue
|
(2,333)
|
|
|
(2,401)
|
|
|
(2,171)
|
|
Selling, general and administrative expenses (a)
|
(2,169)
|
|
|
(1,510)
|
|
|
(1,411)
|
|
Amortization expense
|
(190)
|
|
|
(208)
|
|
|
(206)
|
|
Total costs and expenses
|
(4,692)
|
|
|
(4,119)
|
|
|
(3,788)
|
|
Operating (loss) income
|
(229)
|
|
|
356
|
|
|
217
|
|
Loss on extinguishment of debt
|
(34)
|
|
|
(7)
|
|
|
(31)
|
|
Interest expense, net
|
(127)
|
|
|
(142)
|
|
|
(138)
|
|
Other (expense) income
|
(57)
|
|
|
60
|
|
|
394
|
|
(Loss) income before income taxes
|
(447)
|
|
|
267
|
|
|
442
|
|
Income tax expense
|
(23)
|
|
|
(9)
|
|
|
(130)
|
|
Net (loss) income
|
(470)
|
|
|
258
|
|
|
312
|
|
Less: Income attributable to noncontrolling interest
|
(5)
|
|
|
(2)
|
|
|
(5)
|
|
Net (loss) income attributable to Warner Music Group Corp.
|
$
|
(475)
|
|
|
$
|
256
|
|
|
$
|
307
|
|
|
|
|
|
|
|
(a) Includes depreciation expense of:
|
$
|
(71)
|
|
|
$
|
(61)
|
|
|
$
|
(55)
|
|
|
|
|
|
|
|
Net (loss) income per share attributable to common stockholders:
|
|
|
|
|
|
Class A – Basic and Diluted
|
$
|
(0.82)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Class B – Basic and Diluted
|
$
|
(0.95)
|
|
|
$
|
0.51
|
|
|
$
|
0.61
|
|
Weighted average common shares:
|
|
|
|
|
|
Class A – Basic and Diluted
|
26,897,115
|
|
—
|
|
—
|
Class B – Basic and Diluted
|
477,624,846
|
|
501,991,944
|
|
502,630,835
|
See accompanying notes
Warner Music Group Corp.
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended September 30,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Net (loss) income
|
$
|
(470)
|
|
|
$
|
258
|
|
|
$
|
312
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
Foreign currency adjustment
|
37
|
|
|
(34)
|
|
|
(13)
|
|
Deferred (loss) gain on derivative financial instruments
|
(21)
|
|
|
(11)
|
|
|
3
|
|
Minimum pension liability
|
2
|
|
|
(5)
|
|
|
1
|
|
Other comprehensive income (loss), net of tax
|
18
|
|
|
(50)
|
|
|
(9)
|
|
Total comprehensive (loss) income
|
(452)
|
|
|
208
|
|
|
303
|
|
Less: Income attributable to noncontrolling interest
|
(5)
|
|
|
(2)
|
|
|
(5)
|
|
Comprehensive (loss) income attributable to Warner Music Group Corp.
|
$
|
(457)
|
|
|
$
|
206
|
|
|
$
|
298
|
|
See accompanying notes
Warner Music Group Corp.
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended September 30,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Cash flows from operating activities
|
|
|
|
|
|
Net (loss) income
|
$
|
(470)
|
|
|
$
|
258
|
|
|
$
|
312
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
Depreciation and amortization
|
261
|
|
|
269
|
|
|
261
|
|
Unrealized losses (gains) and remeasurement of foreign-denominated loans and foreign currency forward exchange contracts
|
54
|
|
|
(28)
|
|
|
(3)
|
|
Deferred income taxes
|
(57)
|
|
|
(68)
|
|
|
66
|
|
Loss on extinguishment of debt
|
34
|
|
|
7
|
|
|
31
|
|
Net (gain) loss on divestitures and investments
|
(2)
|
|
|
(20)
|
|
|
(389)
|
|
Non-cash interest expense
|
5
|
|
|
6
|
|
|
6
|
|
Non-cash stock-based compensation expense
|
608
|
|
|
50
|
|
|
62
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Accounts receivable, net
|
18
|
|
|
(90)
|
|
|
(43)
|
|
Inventories
|
(2)
|
|
|
3
|
|
|
(3)
|
|
Royalty advances
|
(108)
|
|
|
(110)
|
|
|
31
|
|
Accounts payable and accrued liabilities
|
(32)
|
|
|
3
|
|
|
82
|
|
Royalty payables
|
36
|
|
|
130
|
|
|
22
|
|
Accrued interest
|
(4)
|
|
|
3
|
|
|
(10)
|
|
Operating lease liabilities
|
(3)
|
|
|
—
|
|
|
—
|
|
Deferred revenue
|
114
|
|
|
(4)
|
|
|
(4)
|
|
Other balance sheet changes
|
11
|
|
|
(9)
|
|
|
4
|
|
Net cash provided by operating activities
|
463
|
|
|
400
|
|
|
425
|
|
Cash flows from investing activities
|
|
|
|
|
|
Acquisition of music publishing rights and music catalogs, net
|
(40)
|
|
|
(41)
|
|
|
(14)
|
|
Capital expenditures
|
(85)
|
|
|
(104)
|
|
|
(74)
|
|
Investments and acquisitions of businesses, net of cash received
|
(94)
|
|
|
(231)
|
|
|
(23)
|
|
Proceeds from the sale of investments
|
—
|
|
|
—
|
|
|
516
|
|
Net cash (used in) provided by investing activities
|
(219)
|
|
|
(376)
|
|
|
405
|
|
Cash flows from financing activities
|
|
|
|
|
|
Proceeds from issuance of 3.875% Senior Secured Notes due 2030
|
535
|
|
|
—
|
|
|
—
|
|
Proceeds from issuance of 2.750% Senior Secured Notes due 2028
|
365
|
|
|
—
|
|
|
—
|
|
Proceeds from issuance of 3.000% Senior Secured Notes due 2031
|
550
|
|
|
—
|
|
|
—
|
|
Repayment of 5.000% Senior Secured Notes due 2023
|
(300)
|
|
|
—
|
|
|
—
|
|
Repayment of 4.875% Senior Secured Notes due 2024
|
(220)
|
|
|
—
|
|
|
—
|
|
Repayment of 4.125% Senior Secured Notes due 2024
|
(349)
|
|
|
—
|
|
|
—
|
|
Partial repayment of Senior Term Loan Facility due 2023
|
(506)
|
|
|
—
|
|
|
—
|
|
Proceeds from issuance of Acquisition Corp. 5.500% Senior Notes
|
—
|
|
|
—
|
|
|
325
|
|
Proceeds from supplement of Acquisition Corp. Senior Term Loan Facility
|
—
|
|
|
—
|
|
|
320
|
|
Proceeds from issuance of Acquisition Corp. 3.625% Senior Secured Notes
|
—
|
|
|
514
|
|
|
—
|
|
Repayment of Acquisition Corp. 4.125% Senior Secured Notes
|
—
|
|
|
(40)
|
|
|
—
|
|
Repayment of Acquisition Corp. 4.875% Senior Secured Notes
|
—
|
|
|
(30)
|
|
|
—
|
|
Repayment of Acquisition Corp. 5.625% Senior Secured Notes
|
—
|
|
|
(247)
|
|
|
—
|
|
Repayment of and redemption deposit for Acquisition Corp. 6.750% Senior Notes
|
—
|
|
|
—
|
|
|
(635)
|
|
Call premiums paid and deposit on early redemption of debt
|
(23)
|
|
|
(5)
|
|
|
(23)
|
|
Deferred financing costs paid
|
(17)
|
|
|
(7)
|
|
|
(12)
|
|
Distribution to noncontrolling interest holder
|
(7)
|
|
|
(3)
|
|
|
(5)
|
|
Dividends paid
|
(344)
|
|
|
(94)
|
|
|
(925)
|
|
Net cash (used in) provided by financing activities
|
(316)
|
|
|
88
|
|
|
(955)
|
|
Effect of exchange rate changes on cash and equivalents
|
6
|
|
|
(7)
|
|
|
(8)
|
|
Net (decrease) increase in cash and equivalents
|
(66)
|
|
|
105
|
|
|
(133)
|
|
Cash and equivalents at beginning of period
|
619
|
|
|
514
|
|
|
647
|
|
Cash and equivalents at end of period
|
$
|
553
|
|
|
$
|
619
|
|
|
$
|
514
|
|
See accompanying notes
Warner Music Group Corp.
Consolidated Statements of (Deficit) Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Warner Music Group Corp. (Deficit) Equity
|
|
Non-controlling Interest
|
|
Total (Deficit) Equity
|
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
|
|
|
|
|
|
(in millions, except share and per share data)
|
Balances at September 30, 2017
|
—
|
|
|
$
|
—
|
|
|
503,392,885
|
|
|
$
|
1
|
|
|
$
|
1,127
|
|
|
$
|
(654)
|
|
|
$
|
(181)
|
|
|
$
|
293
|
|
|
$
|
15
|
|
|
$
|
308
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
307
|
|
|
—
|
|
|
307
|
|
|
5
|
|
|
312
|
|
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9)
|
|
|
(9)
|
|
|
—
|
|
|
(9)
|
|
Dividends ($1.84 per Class B share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(925)
|
|
|
—
|
|
|
(925)
|
|
|
—
|
|
|
(925)
|
|
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6)
|
|
|
(6)
|
|
Other
|
—
|
|
|
—
|
|
|
(1,400,941)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balances at September 30, 2018
|
—
|
|
|
$
|
—
|
|
|
501,991,944
|
|
|
$
|
1
|
|
|
$
|
1,127
|
|
|
$
|
(1,272)
|
|
|
$
|
(190)
|
|
|
$
|
(334)
|
|
|
$
|
14
|
|
|
$
|
(320)
|
|
Cumulative effect of ASC 606 adoption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139
|
|
|
—
|
|
|
139
|
|
|
11
|
|
|
150
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
256
|
|
|
—
|
|
|
256
|
|
|
2
|
|
|
258
|
|
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50)
|
|
|
(50)
|
|
|
—
|
|
|
(50)
|
|
Dividends ($0.59 per Class B share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300)
|
|
|
—
|
|
|
(300)
|
|
|
—
|
|
|
(300)
|
|
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3)
|
|
|
(3)
|
|
Other
|
—
|
|
|
—
|
|
|
3,838,078
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4)
|
|
|
(4)
|
|
Balances at September 30, 2019
|
—
|
|
|
$
|
—
|
|
|
505,830,022
|
|
|
$
|
1
|
|
|
$
|
1,127
|
|
|
$
|
(1,177)
|
|
|
$
|
(240)
|
|
|
$
|
(289)
|
|
|
$
|
20
|
|
|
$
|
(269)
|
|
Cumulative effect of ASC 842 adoption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(475)
|
|
|
—
|
|
|
(475)
|
|
|
5
|
|
|
(470)
|
|
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
18
|
|
|
—
|
|
|
18
|
|
Dividends ($0.12 per Class A share and $0.27 per Class B share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137)
|
|
|
—
|
|
|
(137)
|
|
|
—
|
|
|
(137)
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7)
|
|
|
(7)
|
|
Cumulative effect of ASC 718 accounting policy change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
Modification of stock-based compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
769
|
|
|
—
|
|
|
—
|
|
|
769
|
|
|
—
|
|
|
769
|
|
Shares listed through IPO
|
88,550,000
|
|
|
—
|
|
|
(88,550,000)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Shares issued under Omnibus Incentive Plan
|
28,361
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
—
|
|
|
4,169,978
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balances at September 30, 2020
|
88,578,361
|
|
|
$
|
—
|
|
|
421,450,000
|
|
|
$
|
1
|
|
|
$
|
1,907
|
|
|
$
|
(1,749)
|
|
|
$
|
(222)
|
|
|
$
|
(63)
|
|
|
$
|
18
|
|
|
$
|
(45)
|
|
See accompanying notes
Warner Music Group Corp.
Notes to Consolidated Financial Statements
1. Description of Business
Warner Music Group Corp. (the “Company”) was formed on November 21, 2003. The Company is the direct parent of WMG Holdings Corp. (“Holdings”), which is the direct parent of WMG Acquisition Corp. (“Acquisition Corp.”). Acquisition Corp. is one of the world’s major music entertainment companies.
Acquisition of Warner Music Group by Access Industries
Pursuant to the Agreement and Plan of Merger, dated as of May 6, 2011 (the “Merger Agreement”), by and among the Company, AI Entertainment Holdings LLC (formerly Airplanes Music LLC), a Delaware limited liability company (“Parent”) and an affiliate of Access Industries, Inc., and Airplanes Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on July 20, 2011 (the “Merger Closing Date”), Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). In connection with the Merger, the Company delisted its common stock from the New York Stock Exchange (the “NYSE”).
The Company continued to voluntarily file with the U.S. Securities and Exchange Commission (the “SEC”) current and periodic reports that would be required to be filed with the SEC pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as provided for in certain covenants contained in the instruments covering its outstanding indebtedness.
Initial Public Offering
On June 5, 2020, the Company completed an initial public offering (“IPO”) of 77,000,000 shares of Class A common stock of the Company, par value $0.001 per share (“Class A Common Stock”) at a public offering price of $25 per share. The Company listed these shares on the NASDAQ stock market under the ticker symbol “WMG.” The offering consisted entirely of secondary shares sold by Access Industries, LLC (collectively with its affiliates, “Access”) and certain related selling stockholders. On July 7, 2020, the Company completed the sale of an additional 11,550,000 shares of Class A Common Stock from the selling stockholders to the underwriters of the Company’s IPO pursuant to the exercise by the underwriters of their option to purchase additional shares of Class A Common Stock. The Company did not receive any of the proceeds of the IPO or exercise of the underwriters’ option.
Following the completion of the IPO and the exercise in full of the underwriters’ option to purchase additional shares, Access and its affiliates held an aggregate of 421,450,000 shares of Class B common stock of the Company, par value $0.001 per share (“Class B Common Stock”), representing approximately 99% of the total combined voting power of the Company’s outstanding common stock and approximately 83% of the economic interest. As a result, the Company is a “controlled company” within the meaning of the corporate governance standards of NASDAQ. See Item 1A. Risk Factors — Risks Related to Our Controlling Stockholder.
Recorded Music Operations
Our Recorded Music business primarily consists of the discovery and development of recording artists and the related marketing, promotion, distribution, sale and licensing of music created by such recording artists. We play an integral role in virtually all aspects of the recorded music value chain from discovering and developing talent to producing, distributing and selling music to marketing and promoting recording artists and their music.
In the United States, our Recorded Music business is conducted principally through our major record labels—Atlantic Records and Warner Records. In October 2018, we launched Elektra Music Group in the United States as a standalone label group, which comprises the Elektra, Fueled by Ramen and Roadrunner labels. Our Recorded Music business also includes Rhino Entertainment, a division that specializes in marketing our recorded music catalog through compilations, reissuances of previously released music and video titles and releasing previously unreleased material from our vault. We also conduct our Recorded Music business through a collection of additional record labels including Asylum, Big Beat, Canvasback, East West, Erato, FFRR, Nonesuch, Parlophone, Reprise, Sire, Spinnin’ Records, Warner Classics and Warner Music Nashville.
Outside the United States, our Recorded Music business is conducted in more than 70 countries through various subsidiaries, affiliates and non-affiliated licensees. Internationally, we engage in the same activities as in the United States: discovering and signing artists and distributing, selling, marketing and promoting their music. In most cases, we also market, promote, distribute and sell the music of those recording artists for whom our domestic record labels have international rights. In certain smaller markets, we license the right to distribute and sell our music to non-affiliated third-party record labels.
Our Recorded Music business’ distribution operations include Warner-Elektra-Atlantic Corporation (“WEA Corp.”), which markets, distributes and sells music and video products to retailers and wholesale distributors; Alternative Distribution Alliance (“ADA”), which markets, distributes and sells the products of independent labels to retail and wholesale distributors; and various distribution centers and ventures operated internationally.
In addition to our music being sold in physical retail outlets, our music is also sold in physical form to online physical retailers, such as amazon.com, barnesandnoble.com and bestbuy.com, and distributed in digital form to an expanded universe of digital partners, including streaming services such as those of Amazon, Apple, Deezer, SoundCloud, Spotify, Tencent Music Entertainment Group and YouTube, radio services such as iHeart Radio and SiriusXM and download services.
We have integrated the marketing of digital content into all aspects of our business, including artists and repertoire (“A&R”) and distribution. Our business development executives work closely with A&R departments to ensure that while music is being produced, digital assets are also created with all distribution channels in mind, including streaming services, social networking sites, online portals and music-centered destinations. We also work side-by-side with our online and mobile partners to test new concepts. We believe existing and new digital businesses will be a significant source of growth and will provide new opportunities to successfully monetize our assets and create new revenue streams. The proportion of digital revenues attributable to each distribution channel varies by region and proportions may change as the introduction of new technologies continues. As one of the world’s largest music entertainment companies, we believe we are well positioned to take advantage of growth in digital distribution and emerging technologies to maximize the value of our assets.
We have diversified our revenues beyond our traditional businesses by entering into expanded-rights deals with recording artists in order to partner with such artists in other aspects of their careers. Under these agreements, we provide services to and participate in recording artists’ activities outside the traditional recorded music business such as touring, merchandising and sponsorships. We have built and acquired artist services capabilities and platforms for marketing and distributing this broader set of music-related rights and participating more widely in the monetization of the artist brands we help create. We believe that entering into expanded-rights deals and enhancing our artist services capabilities in areas such as merchandising, VIP ticketing, fan clubs, concert promotion and management has permitted us to diversify revenue streams and capitalize on other revenue opportunities. This provides for improved long-term relationships with our recording artists and allows us to more effectively connect recording artists and fans.
Music Publishing Operations
While Recorded Music is focused on marketing, promoting, distributing and licensing a particular recording of a musical composition, Music Publishing is an intellectual property business focused on generating revenue from uses of the musical composition itself. In return for promoting, placing, marketing and administering the creative output of a songwriter, or engaging in those activities for other rightsholders, our Music Publishing business garners a share of the revenues generated from use of the musical compositions.
The operations of our Music Publishing business are conducted principally through Warner Chappell Music, our global music publishing company headquartered in Los Angeles, with operations in over 70 countries through various subsidiaries, affiliates, and non-affiliated licensees and sub-publishers. We own or control rights to more than one million musical compositions, including numerous pop hits, American standards, folk songs and motion picture and theatrical compositions. Assembled over decades, our award-winning catalog includes over 80,000 songwriters and composers and a diverse range of genres including pop, rock, jazz, classical, country, R&B, hip-hop, rap, reggae, Latin, folk, blues, symphonic, soul, Broadway, techno, alternative and gospel. Warner Chappell Music also administers the music and soundtracks of several third-party television and film producers and studios. We have an extensive production music catalog collectively branded as Warner Chappell Production Music.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
The Company maintains a 52-53 week fiscal year ending on the last Friday in each reporting period. The fiscal year ended September 30, 2020 ended on September 25, 2020, the fiscal year ended September 30, 2019 ended on September 27, 2019 and the fiscal year ended September 30, 2018 ended on September 28, 2018. For convenience purposes, the Company continues to date its financial statements as of September 30.
Basis of Consolidation
The accompanying financial statements present the consolidated accounts of all entities in which the Company has a controlling voting interest and/or variable interest required to be consolidated in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated.
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”) requires the Company first evaluate its investments to determine if any investments qualify as a variable interest entity (“VIE”). A VIE is consolidated if the Company is deemed to be the primary beneficiary of the VIE, which is the party involved with the VIE that has both (i) the power to control the most significant activities of the VIE and (ii) either the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. If an entity is not deemed to be a VIE, the Company consolidates the entity if the Company has a controlling voting interest.
Common Stock
On February 28, 2020, the Company amended its certificate of incorporation to increase its authorized capital stock to 2,100,000,000 shares, consisting of 1,000,000,000 shares of Class A Common Stock, 1,000,000,000 shares of Class B Common Stock, and 100,000,000 shares of preferred stock, par value $1.00 per share. In addition, the February 28, 2020 amendment to the Company’s certificate of incorporation also gave effect to the reclassification and 477,242.614671815-for-1 stock split of the Company’s existing common stock outstanding into 510,000,000 shares of Class B Common Stock. This stock split has been retrospectively presented throughout the financial statements. Upon completion of the IPO and the exercise in full of the underwriters’ option to purchase additional shares, 88,550,000 shares of Class A Common Stock, 421,450,000 shares of Class B Common Stock and no shares of preferred stock were outstanding. The Company has also issued 28,361 shares under the Warner Music Group Corp. 2020 Omnibus Incentive Plan as of September 30, 2020. See Note 13, Stock-Based Compensation Plans.
Earnings per Share
The consolidated statements of operations present basic and diluted earnings per share (“EPS”). Prior to the completion of the IPO, basic and diluted earnings (loss) per share were computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares less shares issued for the exercise of the deferred equity units since these units were mandatorily redeemable in cash. As such, the deferred equity units were excluded from the denominator of the basic and diluted EPS calculation prior to the IPO completion.
Subsequent to the completion of the IPO, the Company utilizes the two-class method to report earnings (loss) per share. The two-class method is an earnings (loss) allocation formula that determines earnings (loss) per share for each class of common stock according to dividends declared and participation rights in undistributed earnings (losses). Undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. Since there was a loss for the fiscal year ended September 30, 2020, no earnings were allocated to our participating securities or our post-modification deferred equity units that are no longer mandatorily redeemable in cash after the IPO. See also Note 3, Earnings Per Share.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.
Business Combinations
The Company accounts for its business acquisitions under the FASB ASC Topic 805, Business Combinations (“ASC 805”) guidance for business combinations. The total cost of acquisitions is allocated to the underlying identifiable net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items.
Cash and Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. The Company includes checks outstanding at year end as a component of accounts payable, instead of a reduction in its cash balance where there is not a right of offset in the related bank accounts.
Accounts Receivable
Credit is extended to customers based upon an evaluation of the customer’s financial condition. Accounts receivable are recorded at net realizable value.
Refund Liabilities and Allowance for Doubtful Accounts
Management’s estimate of Recorded Music physical products that will be returned, and the amount of receivables that will ultimately be collected is an area of judgment affecting reported revenues and operating income. In determining the estimate of physical product sales that will be returned, management analyzes vendor sales of product, historical return trends, current economic conditions, changes in customer demand and commercial acceptance of the Company’s products. Based on this information, management reserves a percentage of each dollar of physical product sales that provide the customer with the right of return. The provision for such sales returns is reflected as a reduction in the revenues from the related sale.
Similarly, the Company monitors customer credit risk related to accounts receivable. Significant judgments and estimates are involved in evaluating if such amounts will ultimately be fully collected. On an ongoing basis, the Company tracks customer exposure based on news reports, ratings agency information, reviews of customer financial data and direct dialogue with customers. Counterparties that are determined to be of a higher risk are evaluated to assess whether the payment terms previously granted to them should be modified. The Company also monitors payment levels from customers, and a provision for estimated uncollectible amounts is maintained based on such payment levels, historical experience, management’s views on trends in the overall receivable agings and, for larger accounts, analyses of specific risks on a customer-specific basis.
Concentration of Credit Risk
Customer credit risk represents the potential for financial loss if a customer is unwilling or unable to meet its agreed upon contractual payment obligations. As of September 30, 2020 and September 30, 2019, Spotify represented 16% and 13%, respectively, of the Company’s accounts receivable balance. No other single customer accounted for more than 10% of accounts receivable in either period. The Company, by policy, routinely assesses the financial strength of its customers. As such, the Company does not believe there is any significant collection risk.
In the Music Publishing business, the Company collects a significant portion of its royalties from copyright collecting societies around the world. Collecting societies and associations generally are not-for-profit organizations that represent composers, songwriters and music publishers. These organizations seek to protect the rights of their members by licensing, collecting license fees and distributing royalties for the use of the members’ works. Accordingly, the Company does not believe there is any significant collection risk from such societies.
Inventories
Inventories consist of merchandise, vinyl, CDs, DVDs and other related music products. Inventories are stated at the lower of cost or estimated realizable value. Cost is determined using first-in, first-out (“FIFO”) and average cost methods, which approximate cost under the FIFO method. Returned goods included in inventory are valued at estimated realizable value, but not in excess of cost.
Derivative and Financial Instruments
The Company accounts for these investments as required by the FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”), which requires that all derivative instruments be recognized on the balance sheet at fair value. ASC 815 also provides that, for derivative instruments that qualify for hedge accounting, changes in the fair value are either (a) offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or (b) recognized in equity until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows. In addition, the ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.
The carrying value of the Company’s financial instruments approximates fair value, except for certain differences relating to long-term, fixed-rate debt (see Note 19) and other financial instruments that are not significant. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques.
Property, Plant and Equipment
Property, plant and equipment acquired in conjunction with business combinations are recorded at fair value. All other additions are recorded at historical cost. Depreciation is calculated using the straight-line method based upon the estimated useful lives of depreciable assets commencing at the date assets are placed in service as follows: five to seven years for furniture and fixtures, periods of up to five years for computer equipment and software and periods of up to thirteen years for machinery and equipment. Buildings are depreciated over periods of up to forty years. Leasehold improvements are depreciated over the life of the lease or estimated useful lives of the improvements, whichever period is shorter.
The Company accounts for costs incurred to develop or purchase computer software for internal use in accordance with FASB ASC Subtopic 350-40, Internal-Use Software (“ASC 350-40”). As required by ASC 350-40, the Company capitalizes the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing.
Accounting for Goodwill and Other Intangible Assets
In accordance with FASB ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”), the Company accounts for business combinations using the acquisition method of accounting and accordingly, the assets and liabilities of the acquired entities are recorded at their estimated fair values at the acquisition date. Goodwill represents the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. Pursuant to this guidance, the Company does not amortize the goodwill balance and instead, performs an annual impairment test to assess the fair value of goodwill over its carrying value. Identifiable intangible assets with finite lives are amortized over their useful lives.
Goodwill is tested annually for impairment on July 1 and at any time upon occurrence of certain events or changes in circumstances. ASC 350 gives an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit or intangible asset is less than its carrying amount. If an entity determines it is not more likely than not that the fair value of a reporting unit or intangible asset is less than its carrying amount, then performing the quantitative impairment test is unnecessary. However, if an entity concludes otherwise, then the quantitative impairment test shall be used to identify the impairment and measure the amount of an impairment loss to be recognized (if applicable).
The Company performs an annual impairment test of its indefinite-lived intangible assets as of July 1 of each fiscal year, unless events occur which trigger the need for an earlier impairment test. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. In the qualitative assessment, the Company must evaluate the totality of qualitative factors, including any recent fair value measurements, that impact whether an indefinite-lived intangible asset other than goodwill has a carrying amount that more likely than not exceeds its fair value. The Company must proceed to conduct a quantitative analysis if the Company (i) determines that such an impairment is more likely than not to exist or (ii) forgoes the qualitative assessment entirely.
The impairment tests require management to make assumptions about future conditions impacting the value of the indefinite-lived intangible assets, including projected growth rates, cost of capital, effective tax rates, tax amortization periods, royalty rates, market share and others.
Valuation of Long-Lived Assets
The Company periodically reviews the carrying value of its long-lived assets, including finite-lived intangibles, property, plant and equipment and amortizable intangible assets, whenever events or changes in circumstances indicate that the carrying value may not be recoverable or that the lives assigned may no longer be appropriate. To the extent the estimated future cash inflows attributable to the asset, less estimated future cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan to dispose of the assets, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. If it is determined that events and circumstances warrant a revision to the remaining period of amortization, an asset’s remaining useful life would be changed, and the remaining carrying amount of the asset would be amortized prospectively over that revised remaining useful life.
Foreign Currency Translation
The financial position and operating results of substantially all foreign operations are consolidated using the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Resulting translation gains or losses are included in the accompanying consolidated statements of (deficit) equity as a component of accumulated other comprehensive loss.
Revenues
Recorded Music
As required by FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when, or as, control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods. The Company adopted ASC 606 as of October 1, 2018 using the modified retrospective method to all contracts not completed as of the date of adoption.
Revenues from the sale or license of Recorded Music products through digital distribution channels are typically recognized when sale or usage occurs based on usage reports received from the customer. These licenses typically contain a single performance obligation, which is ongoing access to all intellectual property in an evolving content library, predicated on: (1) the business practice and contractual ability to remove specific content without a requirement to replace the content and without impact to minimum royalty guarantees and (2) the contracts not containing a specific listing of content subject to the license. For certain licenses where the consideration is fixed and the intellectual property being licensed is static, revenue is recognized at the point in time when control of the licensed content is transferred to the customer.
Revenues from the sale of Recorded Music products through digital distribution channels are typically recognized when sale or usage occurs based on usage reports received from the customer. Certain contracts contain non-recoupable fixed fees or minimum guarantees, which are recoupable against royalties. Upon contract inception, the Company will assess whether a shortfall or breakage is expected (i.e., where the minimum guarantee will not be recouped through royalties) in order to determine timing of revenue recognition for the fixed fee or minimum guarantee.
For fixed fee and minimum guarantee contracts where breakage is expected, the total transaction price (fixed fee or minimum guarantee) is typically recognized using an appropriate measure of progress over the contractual term. The Company updates its assessment of the transaction price each reporting period to see if anticipated royalty earnings exceed the minimum guarantee. For contracts where breakage is not expected, royalties are recognized as revenue as sales or usage occurs based upon the licensee’s usage reports and, when these reports are not available, revenue is based on historical data, industry information and other relevant trends.
Music Publishing
Music Publishing revenues are earned from the receipt of royalties relating to the licensing of rights in musical compositions and the sale of published sheet music and songbooks. The receipt of royalties principally relates to amounts earned from the public performance of musical compositions, the mechanical reproduction of musical compositions on recorded media including digital formats and the use of musical compositions in synchronization with visual images. Music publishing royalties, except for synchronization royalties, generally are recognized when the sale or usage occurs. The most common form of consideration for publishing contracts is sales- and usage-based royalties. The collecting societies submit usage reports, typically with payment for royalties due, often on a quarterly or biannual reporting period, in arrears. Royalties are recognized as the sale or usage occurs based upon usage reports and, when these reports are not available, royalties are estimated based on historical data, such as recent royalties reported, company-specific information with respect to changes in repertoire, industry information and other relevant trends. Synchronization revenue is typically recognized as revenue when control of the license is transferred to the customer in accordance with ASC 606. See also Note 4, Revenue Recognition.
Royalty Costs and Royalty Advances
The Company incurs royalty costs that are payable to our recording artists and songwriters generated from the sale or license of our Recorded Music catalog and Music Publishing copyrights. Royalties are calculated using negotiated rates in accordance with recording artist and songwriter contracts. Calculations are based on revenue earned or user/usage measures or a combination of these. There are instances where such data is not available to be processed and royalty cost calculations may be complex or involve judgments about significant volumes of data to be processed and analyzed.
In many instances, the Company commits to pay our recording artists and songwriters royalties in advance of future sales. The Company accounts for these advances under the related guidance in FASB ASC Topic 928, Entertainment—Music (“ASC 928”). Under ASC 928, the Company capitalizes as assets certain advances that it believes are recoverable from future royalties to be earned by the recording artist or songwriter. Recoverability is assessed upon initial commitment of the advance based upon the Company’s forecast of anticipated revenue from the sale of future and existing albums or musical compositions. In determining whether the advance is recoverable, the Company evaluates the current and past popularity of the recording artist or songwriter, the sales history of the recording artist or songwriter, the initial or expected commercial acceptability of the product, the current and past popularity of the genre of music that the product is designed to appeal to, and other relevant factors. Advances vary in both amount and expected life based on the underlying recording artist or songwriter. To the extent that a portion of an outstanding advance is no longer deemed recoverable, that amount will be expensed in the period the determination is made.
Advertising
As required by the FASB ASC Subtopic 720-35, Advertising Costs (“ASC 720-35”), advertising costs, including costs to produce music videos used for promotional purposes, are expensed as incurred. Advertising expense amounted to approximately $115 million, $108 million and $104 million for the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, respectively. Deferred advertising costs, which principally relate to advertisements that have been paid for but not been exhibited or services that have not been received, were not material for all periods presented.
Stock-Based Compensation
The Company accounts for stock-based payments as required by ASC 718, Compensation—Stock Compensation (“ASC 718”). Under the recognition provision of ASC 718, the Company’s liability classified stock-based compensation costs are measured each reporting date until settlement. In February 2020, the Company filed a Form S-1 registration statement with the SEC in connection with the IPO, which required a change in accounting policy during the three months ended March 31, 2020 from the intrinsic value method to fair value method in determining the basis of measurement of its stock-based compensation liability.
In determining fair value, the Company utilized an option pricing model for those awards with an option-like pay-off, which includes various inputs for volatility, term to exit, discount for lack of marketability, expected dividend yield and risk-free rates. For awards with an equity-like pay-off, inputs for discount of lack of marketability and non-performance risk were considered. The Company continued to use an income approach using a discounted cash flow model to determine its per-share value input within the model. As a result of this change in accounting policy, the Company recorded a decrease to its stock-based compensation liability of $38 million as of March 31, 2020, which resulted in a decrease of $33 million, net of tax, to accumulated deficit for the fiscal year ended September 30, 2020.
Upon completion of the IPO in June 2020, the Senior Management Free Cash Flow Plan (the “Plan”) was amended to remove the cash-settlement feature on all future redemptions. As a result, all awards previously issued under the Plan will require settlement in Class A Common Stock. The participants in such plan were also allowed to sell a pro rata portion, consistent with Access’s percentage reduction in shares of Class B Common Stock as a result of the IPO, of their vested profits interests and acquired units of the LLC holding company, Management LLC, in the IPO through a “tag-along right.”
Under the provision of ASC 718, the Company determined the Plan was modified as of June 3, 2020, and as such, converted the awards from liability-classified to equity-classified. Prior to conversion, the Company performed a final measurement of its stock-based compensation liability under the fair value method. The final measurement utilized the IPO listing price of $25 per share as the per-share value input within its fair value model. Upon modification of the Plan, the Company reclassified a $769 million stock-based compensation liability to additional paid-in capital, which included $57 million associated with the awards settled through the IPO tag-along right on June 5, 2020. In addition, the Company recognized approximately $11 million of stock-based compensation expense for the period of June 3, 2020 through September 30, 2020 for its unvested share awards that were granted prior to the IPO, which is included in additional paid-in capital.
Income Taxes
Income taxes are provided using the asset and liability method presented by FASB ASC Topic 740, Income Taxes (“ASC 740”). Under this method, income taxes (i.e., deferred tax assets, deferred tax liabilities, taxes currently payable/refunds receivable and tax expense) are recorded based on amounts refundable or payable in the current fiscal year and include the results of any differences between U.S. GAAP and tax reporting. Deferred income taxes reflect the tax effect of net operating loss, capital loss and general business credit carryforwards and the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statements and income tax purposes, as determined under enacted tax laws and rates. Valuation allowances are established when management determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized. The financial effect of changes in tax laws or rates is accounted for in the period of enactment. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). In accordance with ASC 740, the Company recorded the impacts in the period of enactment.
From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. The Company prepares and files tax returns based on its interpretation of tax laws and regulations. In the normal course of business, the Company’s tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities. In determining the Company’s tax provision for financial reporting purposes, the Company establishes a reserve for uncertain tax positions unless such positions are determined to be more likely than not of being sustained upon examination based on their technical merits. There is considerable judgment involved in determining whether positions taken on the Company’s tax returns are more likely than not of being sustained.
New Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which established a new ASC Topic 842 (“ASC 842”) that introduces a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. In July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements (“ASU 2018-11”), which allows for retrospective application with the recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under this option, entities do not need to apply ASC 842 (along with its disclosure requirements) to the comparative prior periods presented. The Company adopted ASU 2016-02 on October 1, 2019, using the modified retrospective transition method provided by ASU 2018-11. The adoption of ASU 2016-02 resulted in the recognition of operating lease liabilities of $366 million and ROU assets of $297 million, which is net of the historical deferred rent liability balance of $69 million, primarily related to real estate leases. The Company also recorded a decrease to opening accumulated deficit of $7 million, net of taxes, related to previously deferred gains related to sale-leaseback transactions.
Upon transition, the Company adopted the “package of three” practical expedient provided by ASC 842 and therefore has not (1) reassessed whether any expired or existing contracts are or contain a lease, (2) reassessed the lease classification for expired or existing leases and (3) reassessed initial direct costs for any existing leases. Rather, the Company will retain the conclusions reached for these items under ASC 840.
In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). This ASU improves certain aspects of the hedge accounting model including making more risk management strategies eligible for hedge accounting and simplifying the assessment of hedge effectiveness. ASU 2017-12 is effective for all annual periods beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted and requires a prospective adoption with a cumulative-effect adjustment to accumulated deficit as of the beginning of the fiscal year of adoption for existing hedging relationships. The Company adopted ASU 2017-12 in the first quarter of fiscal 2020 and this adoption did not have a significant impact on the Company’s financial statements.
Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. ASU 2016-13 limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. ASU 2016-13 will be effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The Company will adopt ASU 2016-13 beginning October 1, 2020 and this adoption is not expected to have a material impact on the Company’s financial statements.
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This ASU eliminates certain exceptions to the general principles in ASC 740, Income Taxes. Specifically, it eliminates the exception to (1) the incremental approach for intraperiod tax allocation when there is a loss from continuing operations, and income or a gain from other items; (2) the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (3) the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (4) the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU 2019-12 also simplifies U.S. GAAP by making other changes. ASU 2019-12 will be effective for the annual periods beginning after December 15, 2021, and for interim periods beginning after December 15, 2022. Earlier adoption is permitted. The Company is evaluating the impact of the adoption of this standard on its consolidated financial statements.
3. Earnings per Share
Basic earnings (loss) per share is computed by dividing net income (loss) available to each class of stock by the weighted average number of outstanding common shares for each class of stock. Diluted earnings (loss) per share is computed by dividing net income (loss) available to each class of stock by the weighted average number of outstanding common shares, plus dilutive potential common shares, which is calculated using the treasury-stock method. Under the treasury-stock method, potential common shares are excluded from the computation of EPS in periods in which they have an anti-dilutive effect. The potential dilutive effects of our deferred equity units, shares issued under the Omnibus Incentive Plan, and Class B Common Stock under an if-converted method have been excluded from the Class A Common Stock diluted earnings (loss) per share calculation since their effects would be anti-dilutive due to the net loss attributable to Class A Common Stock for the fiscal year ended September 30, 2020. The Company did not have any dilutive securities for the fiscal years ended September 30, 2019 or September 30, 2018.
In computing earnings (loss) per share subsequent to the completion of our IPO, the Company has allocated dividends declared to Class A Common Stock and Class B Common Stock based on timing and amounts actually declared for each class of stock and the undistributed earnings (losses) have been allocated to Class A Common Stock and Class B Common Stock pro rata on a basic weighted average shares outstanding basis since the two classes of stock participate equally on a per share basis upon liquidation. Prior to the completion of the IPO in fiscal 2020, the Company declared two dividends of $37.5 million each, for a total amount of $75 million, on December 26, 2019 and March 25, 2020, respectively, which were allocated solely to Class B Common Stock as there was no outstanding Class A Common Stock at the time these dividends were declared. While Class A and Class B Common Stock have the same dividend rights, the allocation of all dividends declared prior to the IPO to Class B Common Stock has resulted in a different earnings (loss) per share for the two classes of common stock for the fiscal year ended September 30, 2020.
Subsequent to the completion of the IPO, and modification of our stock-based compensation awards as described in Note 2, the Class B Common Stock issued to Management LLC for the exercise of the vested deferred equity units is included in the basic weighted average number of outstanding shares of Class B Common Stock. Upon issuance to the participants in the Plan, the Class B Common Stock will be converted into Class A Common Stock and included in the basic weighted average number of outstanding shares of Class A Common Stock. Since the shares expected to satisfy the vested portion of the deferred equity units are already included in the basic weighted average number of outstanding common shares, there is no potential dilutive effect associated with the vested portion of these stock-based compensation awards.
The following table sets forth the calculation of basic and diluted net income (loss) per common share under the two-class method (in millions, except share and per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended September 30,
|
|
2020
|
|
2019
|
|
2018
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
Basic and Diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Warner Music Group Corp.
|
$
|
(21)
|
|
|
$
|
(454)
|
|
|
$
|
—
|
|
|
$
|
256
|
|
|
$
|
—
|
|
|
$
|
307
|
|
Less: Net income attributable to participating securities
|
(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net (loss) income attributable to common stockholders
|
$
|
(22)
|
|
|
$
|
(454)
|
|
|
$
|
—
|
|
|
$
|
256
|
|
|
$
|
—
|
|
|
$
|
307
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
26,897,115
|
|
|
477,624,846
|
|
|
0
|
|
|
501,991,944
|
|
|
0
|
|
|
502,630,835
|
|
Basic and Diluted EPS
|
$
|
(0.82)
|
|
|
$
|
(0.95)
|
|
|
$
|
—
|
|
|
$
|
0.51
|
|
|
$
|
—
|
|
|
$
|
0.61
|
|
4. Revenue Recognition
For our operating segments, Recorded Music and Music Publishing, the Company accounts for a contract when it has legally enforceable rights and obligations and collectability of consideration is probable. The Company identifies the performance obligations and determines the transaction price associated with the contract, which is then allocated to each performance obligation, using management’s best estimate of standalone selling price for arrangements with multiple performance obligations. Revenue is recognized when, or as, control of the promised services or goods is transferred to the Company’s customers, and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods. An estimate of variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Certain of the Company’s arrangements include licenses of intellectual property with consideration in the form of sales- and usage-based royalties. Royalty revenue is recognized when the subsequent sale or usage occurs using the best estimates available of the amounts that will be received by the Company.
Disaggregation of Revenue
The Company’s revenue consists of the following categories, which aggregate into the segments – Recorded Music and Music Publishing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended September 30,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Revenue by Type
|
|
|
|
|
|
Digital
|
$
|
2,568
|
|
|
$
|
2,343
|
|
|
$
|
2,019
|
|
Physical
|
434
|
|
|
559
|
|
|
630
|
|
Total Physical and Digital
|
3,002
|
|
|
2,902
|
|
|
2,649
|
|
Artist services and expanded-rights
|
525
|
|
|
629
|
|
|
389
|
|
Licensing
|
283
|
|
|
309
|
|
|
322
|
|
Total Recorded Music
|
3,810
|
|
|
3,840
|
|
|
3,360
|
|
Performance
|
142
|
|
|
183
|
|
|
212
|
|
Digital
|
337
|
|
|
271
|
|
|
237
|
|
Mechanical
|
48
|
|
|
55
|
|
|
72
|
|
Synchronization
|
119
|
|
|
120
|
|
|
119
|
|
Other
|
11
|
|
|
14
|
|
|
13
|
|
Total Music Publishing
|
657
|
|
|
643
|
|
|
653
|
|
Intersegment eliminations
|
(4)
|
|
|
(8)
|
|
|
(8)
|
|
Total Revenues
|
$
|
4,463
|
|
|
$
|
4,475
|
|
|
$
|
4,005
|
|
Revenue by Geographical Location
|
|
|
|
|
|
U.S. Recorded Music
|
$
|
1,609
|
|
|
$
|
1,656
|
|
|
$
|
1,460
|
|
U.S. Music Publishing
|
325
|
|
|
300
|
|
|
294
|
|
Total U.S.
|
1,934
|
|
|
1,956
|
|
|
1,754
|
|
International Recorded Music
|
2,201
|
|
|
2,184
|
|
|
1,900
|
|
International Music Publishing
|
332
|
|
|
343
|
|
|
359
|
|
Total International
|
2,533
|
|
|
2,527
|
|
|
2,259
|
|
Intersegment eliminations
|
(4)
|
|
|
(8)
|
|
|
(8)
|
|
Total Revenues
|
$
|
4,463
|
|
|
$
|
4,475
|
|
|
$
|
4,005
|
|
Recorded Music
Recorded Music mainly involves selling, marketing, distribution and licensing of recorded music produced by the Company’s recording artists. Recorded Music revenues are derived from four main sources, which include digital, physical, artist services and expanded-rights and licensing.
Digital revenues are generated from the expanded universe of digital partners, including digital streaming services and download services. These licenses typically contain a single performance obligation, which is ongoing access to all intellectual property in an evolving content library, predicated on: (1) the business practice and contractual ability to remove specific content without a requirement to replace the content and without impact to minimum royalty guarantees and (2) the contracts not containing a
specific listing of content subject to the license. Digital licensing contracts are generally long-term with consideration in the form of sales- and usage-based royalties that are typically received monthly. Certain contracts contain non-recoupable fixed fees or minimum guarantees, which are recoupable against royalties. Upon contract inception, the Company will assess whether a shortfall or breakage is expected (i.e., where the minimum guarantee will not be recouped through royalties) in order to determine timing of revenue recognition for the fixed fee or minimum guarantee.
For fixed fee and minimum guarantee contracts where breakage is expected, the total transaction price (fixed fee or minimum guarantee) is recognized proportionately over the contract term using an appropriate measure of progress which is typically based on the Company’s digital partner’s subscribers or streaming activity as these are measures of access to an evolving catalog, or on a straight-line basis. The Company updates its assessment of the transaction price each reporting period to see if anticipated royalty earnings exceed the minimum guarantee. For contracts where breakage is not expected, royalties are recognized as revenue as sales or usage occurs based upon the licensee’s usage reports and, when these reports are not available, revenue is based on historical data, industry information and other relevant trends.
Additionally, for certain licenses where the consideration is fixed and the intellectual property being licensed is static, revenue is recognized at the point in time when control of the licensed content is transferred to the customer.
Physical revenues are generated from the sale of physical products such as vinyl, CDs and DVDs. Revenues from the sale of physical Recorded Music products are recognized upon transfer of control to the customer, which typically occurs once the product has been shipped and the ability to direct use and obtain substantially all of the benefit from the asset have been transferred. In accordance with industry practice and as is customary in many territories, certain products, such as CDs and DVDs, are sold to customers with the right to return unsold items. Revenues from such sales are generally recognized upon shipment based on gross sales less a provision for future estimated returns.
Artist services and expanded-rights revenues are generated from artist services businesses and participations in expanded-rights associated with artists, including merchandising, touring, concert promotion, ticketing, sponsorship, fan clubs, artist websites and artist and brand management. Artist services and expanded-rights contracts are generally short term. Revenue is recognized as or when services are provided (e.g., at time of an artist’s event) assuming collectability is probable. In some cases, the Company is reliant on the artist to report revenue generating activities. For certain artist services and expanded-rights contracts, collectability is not considered probable until notification is received from the artist’s management.
Licensing revenues represent royalties or fees for the right to use sound recordings in combination with visual images such as in films or television programs, television commercials and video games. In certain territories, the Company may also receive royalties when sound recordings are performed publicly through broadcast of music on television, radio and cable and in public spaces such as shops, workplaces, restaurants, bars and clubs. Licensing contracts are generally short term. For fixed-fee contracts, revenue is recognized at the point in time when control of the licensed content is transferred to the customer. Royalty based contracts are recognized as the underlying sales or usage occurs.
Music Publishing
Music Publishing acts as a copyright owner and/or administrator of the musical compositions and generates revenues related to the exploitation of musical compositions (as opposed to recorded music). Music publishers generally receive royalties from the use of the musical compositions in public performances, digital and physical recordings and in combination with visual images. Music publishing revenues are derived from five main sources: mechanical, performance, synchronization, digital and other.
Performance revenues are received when the musical composition is performed publicly through broadcast of music on television, radio and cable and in retail locations (e.g. bars and restaurants), live performance at a concert or other venue (e.g., arena concerts and nightclubs) and performance of musical compositions in staged theatrical productions. Digital revenues are generated with respect to the musical compositions being embodied in recordings licensed to digital streaming services and digital download services and for digital performance. Mechanical revenues are generated with respect to the musical compositions embodied in recordings sold in any physical format or configuration such as vinyl, CDs and DVDs. Synchronization revenues represent the right to use the composition in combination with visual images such as in films or television programs, television commercials and video games as well as from other uses such as in toys or novelty items and merchandise. Other revenues represent earnings for use in printed sheet music and other uses. Digital and synchronization revenue recognition is similar for both Recorded Music and Music Publishing, therefore refer to the discussion within Recorded Music.
Included in these revenue streams, excluding synchronization and other, are licenses with performing rights organizations or collecting societies (e.g., ASCAP, BMI, SESAC and GEMA), which are long-term contracts containing a single performance obligation, which is ongoing access to all intellectual property in an evolving content library. The most common form of consideration for these contracts is sales- and usage-based royalties. The collecting societies submit usage reports, typically with payment for
royalties due, often on a quarterly or biannual reporting period, in arrears. Royalties are recognized as the sale or usage occurs based upon usage reports and, when these reports are not available, royalties are estimated based on historical data, such as recent royalties reported, company-specific information with respect to changes in repertoire, industry information and other relevant trends. Also included in these revenue streams are smaller, short-term contracts for specified content, which generally involve a fixed fee. For fixed-fee contracts, revenue is recognized at the point in time when control of the license is transferred to the customer.
The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers.
Sales Returns and Uncollectible Accounts
In accordance with practice in the recorded music industry and as customary in many territories, certain physical revenue products (such as CDs and DVDs) are sold to customers with the right to return unsold items. Revenues from such sales are recognized when the products are shipped based on gross sales less a provision for future estimated returns.
In determining the estimate of physical product sales that will be returned, management analyzes vendor sales of product, historical return trends, current economic conditions, changes in customer demand and commercial acceptance of the Company’s products. Based on this information, management reserves a percentage of each dollar of physical product sales that provide the customer with the right of return and records an asset for the value of the returned goods and liability for the amounts expected to be refunded.
Similarly, management evaluates accounts receivables to determine if they will ultimately be collected. In performing this evaluation, significant judgments and estimates are involved, including an analysis of specific risks on a customer-by-customer basis for larger accounts and customers and a receivables aging analysis that determines the percent that has historically been uncollected by aged category. The time between the Company’s issuance of an invoice and payment due date is not significant; customer payments that are not collected in advance of the transfer of promised services or goods are generally due no later than 30 days from invoice date. Based on this information, management provides a reserve for the estimated amounts believed to be uncollectible.
Based on management’s analysis of sales returns, refund liabilities of $24 million and $23 million were established at September 30, 2020 and September 30, 2019, respectively.
Based on management’s analysis of uncollectible accounts, reserves of $23 million and $17 million were established at September 30, 2020 and September 30, 2019, respectively.
Principal versus Agent Revenue Recognition
The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service before transfer to the customer. When the Company concludes that it controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis. When the Company concludes that it does not control the good or service before transfer to the customer but arranges for another entity to provide the good or service, the Company acts as an agent and records revenue on a net basis in the amount it earns for its agency service.
In the normal course of business, the Company distributes music content on behalf of third-party record labels. Based on the above guidance, the Company records the distribution of content of third-party record labels on a gross basis, subject to the terms of the contract, as the Company controls the content before transfer to the customer. Conversely, recorded music compilations distributed by other record companies where the Company has a right to participate in the profits are recorded on a net basis.
Deferred Revenue
Deferred revenue principally relates to fixed fees and minimum guarantees received in advance of the Company’s performance or usage by the licensee. Reductions in deferred revenue are a result of the Company’s performance under the contract or usage by the licensee.
Deferred revenue increased by $527 million during the fiscal year ended September 30, 2020 related to cash received from customers for fixed fees and minimum guarantees in advance of performance, including amounts recognized in the period. Revenues of $157 million were recognized during the fiscal year ended September 30, 2020 related to the balance of deferred revenue at October 1, 2018. There were no other significant changes to deferred revenue during the reporting period.
Performance Obligations
The Company recognized revenue of $42 million and $51 million from performance obligations satisfied in previous periods for the fiscal years ended September 30, 2020 and September 30, 2019, respectively.
Wholly and partially unsatisfied performance obligations represent future revenues not yet recorded under long-term intellectual property licensing contracts containing fixed fees, advances and minimum guarantees. Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at September 30, 2020 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY21
|
|
FY22
|
|
FY23
|
|
Thereafter
|
|
Total
|
|
(in millions)
|
Remaining performance obligations
|
$
|
888
|
|
|
$
|
73
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
962
|
|
Total
|
$
|
888
|
|
|
$
|
73
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
962
|
|
5. Acquisition of EMP
On October 10, 2018, Warner Music Group Germany Holding GmbH (“WMG Germany”), a limited liability company under the laws of Germany and an indirect subsidiary of Warner Music Group Corp., closed its previously announced acquisition (the “Acquisition”) of certain shares of E.M.P. Merchandising Handelsgesellschaft mbH, a limited liability company under the laws of Germany, all of the share capital of MIG Merchandising Investment GmbH, a limited liability company under the laws of Germany (“MIG”), certain shares of Large Popmarchandising BVBA, a limited liability company under the laws of Belgium (“Large”) and each of EMP Merchandising Handelsgesellschaft mbH and MIG’s direct and indirect subsidiaries (the “Subsidiaries” and, together with EMP Merchandising Handelsgesellschaft mbH, MIG and Large, “EMP”) from funds associated with Sycamore Partners, pursuant to the Sale and Purchase Agreement, dated as of September 11, 2018, by and between SP Merchandising Holding GmbH & Co. KG, a limited partnership under the laws of Germany, and WMG Germany (“Acquisition Agreement”). The cash consideration paid at closing of the Acquisition was approximately €166 million, which reflects an agreed enterprise value of EMP of approximately €155 million (equivalent to approximately $180 million), as adjusted for, among other items, net debt and estimates of working capital of EMP. The final purchase price paid was determined to be €165 million after finalization of purchase price adjustments, including working capital and other items.
The Acquisition was accounted for in accordance with ASC 805, using the acquisition method of accounting. The assets and liabilities of EMP, including identifiable intangible assets, have been measured at their fair value primarily using Level 3 inputs (see Note 19 for additional information on fair value inputs). Determining the fair value of the assets acquired and liabilities assumed requires judgment and involved the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset useful lives and market multiples, among other items. The use of different estimates and judgments could yield materially different results.
The excess of the purchase price, over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets and deferred tax adjustments, has been recorded to goodwill. The resulting goodwill has been allocated to the Company’s Recorded Music reportable segment. The recognized goodwill will not be deductible for income tax purposes. Any impairment charges made in future periods associated with goodwill will not be tax deductible.
The table below presents (i) the Acquisition consideration as it relates to the acquisition of EMP by WMG Germany and (ii) the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date of October 10, 2018 (in millions):
|
|
|
|
|
|
Purchase Price
|
€
|
155
|
|
Working Capital
|
10
|
|
Final Purchase Price
|
€
|
165
|
|
Foreign Currency Rate at October 10, 2018
|
1.15
|
|
Final Purchase Price in U.S. dollars
|
$
|
190
|
|
Fair value of assets acquired and liabilities assumed
|
|
Cash and equivalents
|
$
|
7
|
|
Accounts receivable, net
|
3
|
|
Inventories
|
37
|
|
Other current assets
|
5
|
|
Property plant and equipment
|
32
|
|
Intangible assets
|
81
|
|
Accounts payable
|
(18)
|
|
Other current liabilities
|
(11)
|
|
Deferred revenue
|
(7)
|
|
Deferred tax liabilities
|
(25)
|
|
Other noncurrent liabilities
|
(3)
|
|
Fair value of assets acquired and liabilities assumed
|
101
|
|
Goodwill recorded
|
89
|
|
Total purchase price allocated
|
$
|
190
|
|
During fiscal 2019, the Company performed a preliminary allocation in the first and third quarters, which was finalized as of September 30, 2019. The acquisition accounting was based on final determinations of fair value and allocations of purchase price to the identifiable assets and liabilities acquired, including determination of the final working capital adjustment made pursuant to the mechanism set forth in the Acquisition Agreement.
Pro Forma Financial Information
The following unaudited pro forma information has been presented as if the Acquisition occurred on October 1, 2017. This information is based on historical results of operations, adjusted to give effect to pro forma events that are (i) directly attributable to the Acquisition; (ii) factually supportable; and (iii) expected to have a continuing impact on the Company’s combined results. The pro forma information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the Acquisition had taken place at the beginning of fiscal 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended September 30, 2019
|
|
Fiscal Year Ended September 30, 2018
|
|
(in millions)
|
Revenue
|
$
|
4,480
|
|
|
$
|
4,239
|
|
Operating income
|
356
|
|
|
215
|
|
Net income attributable to Warner Music Group Corp.
|
256
|
|
|
304
|
|
Actual results related to EMP included in the consolidated statement of operations for the fiscal year ended September 30, 2019 relate to the transition period from October 10, 2018 to September 30, 2019 and consist of revenues of $240 million and operating income of $8 million.
6. Comprehensive Income (Loss)
Comprehensive income (loss), which is reported in the accompanying consolidated statements of (deficit) equity, consists of net income and other gains and losses affecting equity that, under U.S. GAAP, are excluded from net income. For the Company, the components of other comprehensive income (loss) primarily consist of foreign currency translation gains and losses, minimum pension liabilities, and deferred gains and losses on financial instruments designated as hedges under ASC 815, which include foreign exchange contracts. The following summary sets forth the changes in the components of accumulated other comprehensive loss, net of related tax benefit of approximately $7 million:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation Loss (a)
|
|
Minimum Pension Liability Adjustment
|
|
Deferred Gains (Losses) On Derivative Financial Instruments
|
|
Accumulated Other Comprehensive Loss, net
|
|
(in millions)
|
Balances at September 30, 2017
|
$
|
(171)
|
|
|
$
|
(10)
|
|
|
$
|
—
|
|
|
$
|
(181)
|
|
Other comprehensive loss
|
(13)
|
|
|
1
|
|
|
3
|
|
|
(9)
|
|
Balances at September 30, 2018
|
$
|
(184)
|
|
|
$
|
(9)
|
|
|
$
|
3
|
|
|
$
|
(190)
|
|
Other comprehensive loss
|
(34)
|
|
|
(5)
|
|
|
(11)
|
|
|
(50)
|
|
Balances at September 30, 2019
|
$
|
(218)
|
|
|
$
|
(14)
|
|
|
$
|
(8)
|
|
|
$
|
(240)
|
|
Other comprehensive income
|
37
|
|
|
2
|
|
|
(21)
|
|
|
18
|
|
Balances at September 30, 2020
|
$
|
(181)
|
|
|
$
|
(12)
|
|
|
$
|
(29)
|
|
|
$
|
(222)
|
|
______________________________________
(a)Includes historical foreign currency translation related to certain intra-entity transactions.
7. Property, Plant and Equipment
Property, plant and equipment consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2020
|
|
September 30,
2019
|
|
(in millions)
|
Land
|
$
|
12
|
|
|
$
|
12
|
|
Buildings and improvements
|
179
|
|
|
186
|
|
Furniture and fixtures
|
31
|
|
|
25
|
|
Computer hardware and software
|
371
|
|
|
337
|
|
Construction in progress
|
64
|
|
|
20
|
|
Machinery and equipment
|
29
|
|
|
27
|
|
Gross Property, Plant and Equipment
|
$
|
686
|
|
|
$
|
607
|
|
Less: Accumulated depreciation
|
(355)
|
|
|
(307)
|
|
Net Property, Plant and Equipment
|
$
|
331
|
|
|
$
|
300
|
|
Depreciation Expense
During the fiscal year ended September 30, 2020, the Company recorded depreciation expense of $71 million, which included a one-time charge of $10 million representing the difference between the net book value of a building and its recoverable value.
8. Leases
The Company’s lease portfolio consists operating real estate leases for its corporate offices and, to a lesser extent, storage and other equipment. Under ASC 842, a contract is or contains a lease when (1) an explicitly or implicitly identified asset has been deployed in the contract and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company determines if an arrangement is or contains a lease at inception of the contract. For all leases (finance and operating), other than those that qualify for the short-term recognition exemption, the Company will recognize on the balance sheet a lease liability for its obligation to make lease payments arising from the lease and a corresponding ROU asset representing its right to use the underlying asset over the period of use based on the present value of lease payments over the lease term as of the lease commencement date. ROU assets are adjusted for initial direct costs, lease payments made and incentives. As the rates implicit in our leases are not readily determinable, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of
lease payments. This rate is based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments. The lease term used to calculate the lease liability will include options to extend or terminate the lease when the option to extend or terminate is at the Company’s discretion and it is reasonably certain that the Company will exercise the option. Fixed payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of one year or less (“short-term leases”), the lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term.
ASC 842 requires that only limited types of variable payments be included in the determination of lease payments, which affects lease classification and measurement. Variable lease costs, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated balance sheet. The initial measurement of the lease liability and ROU asset are determined based on fixed lease payments. Lease payments that depend on an index or a rate (such as the Consumer Price Index or a market interest rate) are variable and recognized in the period in which the payments are incurred.
The Company’s operating ROU assets are included in operating lease right-of-use assets and the Company’s current and non-current operating lease liabilities are included in operating lease liabilities, current and operating lease liabilities, noncurrent, respectively, in the Company’s balance sheet.
Operating lease liabilities are amortized using the effective interest method. That is, in each period, the liability will be increased to reflect the interest that is accrued on the related liability by using the appropriate discount rate and decreased by the lease payments made during the period. The subsequent measurement of the ROU asset is linked to the amount recognized as the lease liability. Accordingly, the ROU asset is measured as the lease liability adjusted by (1) accrued or prepaid rents (i.e., the aggregate difference between the cash payment and straight-line lease cost), (2) remaining unamortized initial direct costs and lease incentives, and (3) impairments of the ROU asset. Operating lease costs are included in Selling, general and administrative expenses.
For lease agreements that contain both lease and non-lease components, the Company has elected the practical expedient provided by ASC 842 that permits the accounting for these components as a single lease component (rather than separating the lease from the non-lease components and accounting for the components individually).
The Company enters into operating leases for buildings, office equipment, production equipment, warehouses, and other types of equipment. Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year.
Among the Company’s operating leases are its leases for the Ford Factory Building, located at 777 S. Santa Fe Avenue in Los Angeles, California, and for 27 Wrights Lane, Kensington, London. The landlord for both leases is an affiliate of Access. As of September 30, 2020, the aggregate lease liability related to these leases was $135 million. See also Note 14, Related Party Transactions.
There are no restrictions or covenants, such as those relating to dividends or incurring additional financial obligations, relating to our lease portfolio, and residual value guarantees are not significant.
The components of lease expense for the fiscal year ended September 30, 2020 were as follows (in millions):
|
|
|
|
|
|
Lease Cost
|
|
Operating lease cost
|
$
|
53
|
|
Short-term lease cost
|
1
|
|
Variable lease cost
|
8
|
|
Sublease income
|
—
|
|
Total lease cost
|
$
|
62
|
|
Supplemental cash flow information related to leases for the fiscal year ended September 30, 2020 was as follows (in millions):
|
|
|
|
|
|
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
55
|
|
Right-of-use assets obtained in exchange for operating lease obligations
|
14
|
|
Supplemental balance sheet information related to leases as of September 30, 2020 was as follows (in millions):
|
|
|
|
|
|
Operating Leases
|
|
Operating lease right-of-use assets
|
$
|
273
|
|
|
|
Operating lease liabilities, current
|
$
|
39
|
|
Operating lease liabilities, noncurrent
|
299
|
|
Total operating lease liabilities
|
$
|
338
|
|
|
|
Weighted Average Remaining Lease Term
|
|
Operating leases
|
8 years
|
Weighted Average Discount Rate
|
|
Operating leases
|
4.58
|
%
|
Maturities of lease liabilities as of September 30, 2020 were as follows (in millions):
|
|
|
|
|
|
2021
|
$
|
54
|
|
2022
|
53
|
|
2023
|
49
|
|
2024
|
47
|
|
2025
|
46
|
|
Thereafter
|
159
|
|
Total lease payments
|
408
|
|
Less imputed interest
|
(70)
|
|
Total
|
$
|
338
|
|
As of September 30, 2020, there have been no leases entered into that have not yet commenced.
9. Goodwill and Intangible Assets
Goodwill
The following analysis details the changes in goodwill for each reportable segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded
Music
|
|
Music
Publishing
|
|
Total
|
|
(in millions)
|
Balances at September 30, 2018
|
$
|
1,228
|
|
|
$
|
464
|
|
|
$
|
1,692
|
|
Acquisitions
|
89
|
|
|
—
|
|
|
89
|
|
Other adjustments
|
(20)
|
|
|
—
|
|
|
(20)
|
|
Balances at September 30, 2019
|
$
|
1,297
|
|
|
$
|
464
|
|
|
$
|
1,761
|
|
Acquisitions
|
47
|
|
|
—
|
|
|
47
|
|
Other adjustments
|
23
|
|
|
—
|
|
|
23
|
|
Balances at September 30, 2020
|
$
|
1,367
|
|
|
$
|
464
|
|
|
$
|
1,831
|
|
The increase in goodwill during the fiscal year ended September 30, 2020 primarily relates to an acquisition in August 2020, which resulted in goodwill of $47 million. The increase in goodwill during the fiscal year ended September 30, 2019 primarily relates to the EMP acquisition, which resulted in an increase in goodwill of $89 million. Please refer to Note 5 of our consolidated financial statements for further discussion. The other adjustments during both the fiscal years ended September 30, 2020 and September 30, 2019 primarily represent foreign currency movements.
The Company performs its annual goodwill impairment test in accordance with ASC 350 during the fourth quarter of each fiscal year as of July 1. The Company may conduct an earlier review if events or circumstances occur that would suggest the carrying value of the Company’s goodwill may not be recoverable. The performance of the annual fiscal 2020 impairment analysis did not result in an impairment of the Company’s goodwill.
Intangible Assets
Intangible assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Useful Life
|
|
September 30,
2020
|
|
September 30,
2019
|
|
|
|
(in millions)
|
Intangible assets subject to amortization:
|
|
|
|
|
|
Recorded music catalog
|
10 years
|
|
$
|
876
|
|
|
$
|
855
|
|
Music publishing copyrights
|
26 years
|
|
1,597
|
|
|
1,539
|
|
Artist and songwriter contracts
|
13 years
|
|
862
|
|
|
841
|
|
Trademarks
|
16 years
|
|
81
|
|
|
53
|
|
Other intangible assets
|
6 years
|
|
84
|
|
|
59
|
|
Total gross intangible assets subject to amortization
|
|
|
3,500
|
|
|
3,347
|
|
Accumulated amortization
|
|
|
(1,847)
|
|
|
(1,624)
|
|
Total net intangible assets subject to amortization
|
|
|
1,653
|
|
|
1,723
|
|
Intangible assets not subject to amortization:
|
|
|
|
|
|
Trademarks and tradenames
|
Indefinite
|
|
154
|
|
|
151
|
|
Total net intangible assets
|
|
|
$
|
1,807
|
|
|
$
|
1,874
|
|
The Company performs its annual indefinite-lived intangible assets impairment test in accordance with ASC 350 during the fourth quarter of each fiscal year as of July 1. The Company may conduct an earlier review if events or circumstances occur that would suggest the carrying value of the Company’s indefinite-lived intangible assets may not be recoverable. The performance of the annual fiscal 2020 impairment analysis did not result in an impairment of the Company’s indefinite-lived intangible assets.
Amortization
Based on the amount of intangible assets subject to amortization at September 30, 2020, the expected amortization for each of the next five fiscal years and thereafter are as follows (in millions):
|
|
|
|
|
|
2021
|
$
|
192
|
|
2022
|
189
|
|
2023
|
152
|
|
2024
|
118
|
|
2025
|
111
|
|
Thereafter
|
891
|
|
Total
|
$
|
1,653
|
|
The life of all acquired intangible assets is evaluated based on the expected future cash flows associated with the asset. The expected amortization expense above reflects estimated useful lives assigned to the Company’s identifiable, finite-lived intangible assets primarily established in the accounting for the Merger and the PLG Acquisition.
10. Debt
Debt Capitalization
Long-term debt, all of which was issued by Acquisition Corp., consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2020
|
|
September 30,
2019
|
|
(in millions)
|
Revolving Credit Facility (a)
|
$
|
—
|
|
|
$
|
—
|
|
Senior Term Loan Facility due 2023 (b)
|
814
|
|
|
1,313
|
|
5.000% Senior Secured Notes due 2023 (c)
|
—
|
|
|
298
|
|
4.125% Senior Secured Notes due 2024 (d)
|
—
|
|
|
336
|
|
4.875% Senior Secured Notes due 2024 (e)
|
—
|
|
|
218
|
|
3.625% Senior Secured Notes due 2026 (f)
|
521
|
|
|
488
|
|
2.750% Senior Secured Notes due 2028 (g)
|
375
|
|
|
—
|
|
3.875% Senior Secured Notes due 2030 (h)
|
529
|
|
|
—
|
|
3.000% Senior Secured Notes due 2031 (i)
|
544
|
|
|
—
|
|
5.500% Senior Notes due 2026 (j)
|
321
|
|
|
321
|
|
Total long-term debt, including the current portion (k)
|
$
|
3,104
|
|
|
$
|
2,974
|
|
______________________________________
(a)Reflects $300 million of commitments under the Revolving Credit Facility, less letters of credit outstanding of approximately $10 million and $13 million at September 30, 2020 and September 30, 2019, respectively. There were no loans outstanding under the Revolving Credit Facility at September 30, 2020 or September 30, 2019.
(b)Principal amount of $820 million and $1.326 billion less unamortized discount of $1 million and $3 million and unamortized deferred financing costs of $5 million and $10 million at September 30, 2020 and September 30, 2019, respectively. On August 12, 2020, Acquisition Corp. made a partial repayment of $506 million under the Senior Term Loan Facility.
(c)On July 14, 2020, Acquisition Corp. completed a cash tender offer for its 5.000% Senior Secured Notes due 2023, pursuant to which $244 million of the 5.000% Senior Secured Notes due 2023 were repurchased and the remaining notes were redeemed by Acquisition Corp. on August 1, 2020. The Company recorded a loss on extinguishment of debt of approximately $6 million as a result of the debt redemption, which represents the premium paid on early redemption and unamortized deferred financing costs.
(d)On June 30, 2020, Acquisition Corp. redeemed all of the outstanding aggregate principal amount, or €311 million, of its 4.125% Senior Secured Notes due 2024. The Company recorded a loss on extinguishment of debt of approximately $14 million as a result of the debt redemption, which represents the premium paid on early redemption and unamortized deferred financing costs.
(e)On June 30, 2020, Acquisition Corp. redeemed all of the outstanding aggregate principal amount, or $220 million, of its 4.875% Senior Secured Notes due 2024. The Company recorded a loss on extinguishment of debt of approximately $10 million as a result of the debt redemption, which represents the premium paid on early redemption and unamortized deferred financing costs.
(f)Face amount of €445 million at both September 30, 2020 and September 30, 2019. Above amounts represent the dollar equivalent of such notes at September 30, 2020 and September 30, 2019. Principal amount of $519 million and $487 million, an additional issuance premium of $7 million and $8 million, less unamortized deferred financing costs of $5 million and $7 million at September 30, 2020 and September 30, 2019, respectively.
(g)Face amount of €325 million at September 30, 2020. Above amounts represent the dollar equivalent of such notes at September 30, 2020. Principal amount of $379 million less unamortized deferred financing costs of $4 million at September 30, 2020.
(h)Principal amount of $535 million less unamortized deferred financing costs of $6 million at September 30, 2020.
(i)Principal amount of $550 million less unamortized deferred financing costs of $6 million at September 30, 2020.
(j)Principal amount of $325 million less unamortized deferred financing costs of $4 million at both September 30, 2020 and September 30, 2019.
(k)Principal amount of debt of $3.127 billion and $2.998 billion, an additional issuance premium of $7 million and $8 million, less unamortized discount of $1 million and $3 million and unamortized deferred financing costs of $29 million and $29 million at September 30, 2020 and September 30, 2019, respectively.
The Company is the direct parent of Holdings, which is the direct parent of Acquisition Corp. As of September 30, 2020 Acquisition Corp. had issued and outstanding the 3.625% Senior Secured Notes due 2026, the 5.500% Senior Notes due 2026, the 2.750% Senior Secured Notes due 2028, the 3.875% Senior Secured Notes due 2030 and the 3.000% Senior Secured Notes due 2031 (together, the “Acquisition Corp. Notes”).
The 3.625% Senior Secured Notes due 2026 and the 5.500% Senior Notes due 2026 are guaranteed by the Company. The Company’s guarantee of the Acquisition Corp. Notes is full and unconditional. All of the Acquisition Corp. Notes are guaranteed by all of Acquisition Corp.’s domestic wholly-owned subsidiaries. The guarantee of the Acquisition Corp. Notes by Acquisition Corp.’s domestic wholly-owned subsidiaries is full, unconditional and joint and several. The secured notes are guaranteed on a senior secured basis and the unsecured notes are guaranteed on an unsecured senior basis.
The Company and Holdings are holding companies that conduct substantially all of their business operations through Acquisition Corp. Accordingly, the ability of the Company and Holdings to obtain funds from their subsidiaries is restricted by the indentures for the Acquisition Corp. Notes, as well as the credit agreements for the Acquisition Corp. Senior Credit Facilities, including the Revolving Credit Facility and the Senior Term Loan Facility.
Fiscal 2020 Transactions
Revolving Credit Agreement Amendment
On April 3, 2020, Acquisition Corp. entered into an amendment (the “Second Amendment”) to the Revolving Credit Agreement, dated January 31, 2018 (as amended by the amendment dated October 9, 2019), among Acquisition Corp., the several banks and other financial institutions party thereto and Credit Suisse AG, as administrative agent, governing Acquisition Corp.’s senior secured revolving credit facility (the “Revolving Credit Facility”) with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto. The Second Amendment (among other changes) (i) increases the commitments under the Revolving Credit Facility from an aggregate principal amount of $180 million to an aggregate principal amount of $300 million, (ii) extends the final maturity date of the Revolving Credit Facility from January 31, 2023 to April 3, 2025, (iii) reduces the interest margin applicable to the loans upon achievement of certain leverage ratios based on a leverage-based pricing grid, (iv) reduces the commitment fee based on a leverage-based pricing grid and limits commitment fees to be paid only on unused amounts of commitments, (v) increases the maximum letter of credit exposure permitted under the Revolving Credit Facility from $50 million to $90 million, (vi) increases the springing financial maintenance covenant from a Senior Secured Indebtedness to EBITDA Ratio of 4.75:1.00 to a Senior Secured Indebtedness to EBITDA Ratio of 5.00:1.00 and provides that the covenant shall not be tested unless at the end of a fiscal quarter the outstanding amount of loans and drawings under letters of credit which have not been reimbursed exceeds $105 million, (vii) adds covenant suspension upon achievement of an investment grade rating or a Total Indebtedness to EBITDA Ratio of 3.25:1.00, and (viii) adds certain exceptions and increases certain baskets in connection with Acquisition Corp.’s negative covenants, including those related to the incurrence of indebtedness, liens and restricted payments. The Company incurred approximately $1 million in financing fees associated with the Second Amendment which were capitalized and will be amortized over the amended term of the Revolving Credit Facility.
Redemption of 4.125% Senior Secured Notes and 4.875% Senior Secured Notes
On June 30, 2020, Acquisition Corp. redeemed in full all of the outstanding aggregate principal amount of the 4.125% Senior Secured Notes and 4.875% Senior Secured Notes, equal to €311 million aggregate principal amount of the 4.125% Senior Secured Notes and $220 million aggregate principal amount of the 4.875% Senior Secured Notes, using a portion of the proceeds from the offering of 3.875% Senior Secured Notes and 2.750% Senior Secured Notes described above. The redemption price for the 4.125% Senior Secured Notes was approximately €322 million, equivalent to 103.094% of the principal amount of the 4.125% Senior Secured Notes, plus accrued but unpaid interest thereon to, but excluding, the redemption date, which was June 30, 2020. The redemption price for the 4.875% Senior Secured Notes was approximately $230 million, equivalent to 103.656% of the principal amount of the 4.875% Senior Secured Notes, plus accrued but unpaid interest thereon to, but excluding, the redemption date, which was June 30, 2020. The Company recorded a loss on extinguishment of debt of approximately $24 million for the fiscal year ended 2020 as a result of these redemptions, which represents the premium paid on early redemption and unamortized deferred financing costs.
Tender Offer and Redemption of 5.000% Senior Secured Notes
On June 16, 2020, Acquisition Corp. announced a cash tender offer to purchase any and all of the 5.000% Senior Secured Notes. On June 30, 2020, Acquisition Corp. announced that $244 million of the aggregate principal amount of $300 million outstanding had tendered and been accepted in the tender offer. Also on June 30, 2020, Acquisition Corp. issued a notice of redemption calling the remaining outstanding 5.000% Senior Secured Notes not tendered in the tender offer for redemption on August 1, 2020. An additional $295,000 tendered and was accepted in the tender offer on July 14, 2020 and Acquisition Corp. redeemed all 5.000% Senior Secured Notes that were not tendered and accepted for purchase in the tender offer and consent solicitation on August
1, 2020 at the then-applicable redemption price of 101.250%. The Company recorded a loss on extinguishment of debt of approximately $6 million for the fiscal year ended 2020 as a result of this tender offer and redemption, which represents the premium to tender and unamortized deferred financing costs.
3.875% Senior Secured Notes and 2.750% Senior Secured Notes Offerings
On June 29, 2020, Acquisition Corp. issued and sold $535 million in aggregate principal amount of 3.875% Senior Secured Notes due 2030 (the “3.875% Senior Secured Notes”) and €325 million in aggregate principal amount of 2.750% Senior Secured Notes due 2028 (the “2.750% Senior Secured Notes”). Net proceeds of the offerings were used to redeem €311 million of the 4.125% Senior Secured Notes and $220 million of the 4.875% Senior Secured Notes (as described above), constituting the redemption of all of the outstanding aggregate principal amount of the 4.125% Senior Secured Notes and the 4.875% Senior Secured Notes, and the remaining proceeds were used towards the tender offer for $300 million aggregate principal amount of 5.000% Senior Secured Notes, $244 million of which was tendered and accepted on June 29, 2020 and $295,000 of which was tendered and accepted on July 14, 2020. The remainder of the 5.000% Senior Secured Notes not tendered in the tender offer were redeemed on August 1, 2020 (as described above).
Interest on the 3.875% Senior Secured Notes will accrue at the rate of 3.875% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2021. Interest on the 2.750% Senior Secured Notes will accrue at the rate of 2.750% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2021.
The 3.875% Senior Secured Notes and the 2.750% Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis by each of Acquisition Corp.’s existing direct or indirect wholly-owned domestic restricted subsidiaries and by any such subsidiaries that guarantee obligations of Acquisition Corp. under its existing credit facilities, subject to customary exceptions.
The indentures governing the 3.875% Senior Secured Notes and the 2.750% Senior Secured Notes (collectively, the “New Secured Notes Indenture”) do not contain many of the restrictive covenants, certain events of default and other related provisions contained in the indentures previously governing the 4.125% Senior Secured Notes and 4.875% Senior Secured Notes. The New Secured Notes Indenture contains covenants limiting, among other things, Acquisition Corp.’s ability and the ability of most of its subsidiaries to create liens and consolidate, merge, sell or otherwise dispose of all or substantially all of its assets.
3.000% Senior Secured Notes Offering
On August 12, 2020, Acquisition Corp. issued and sold $550 million in aggregate principal amount of 3.000% Senior Secured Notes due 2031 (the “3.000% Senior Secured Notes”). Net proceeds of the offering were used to repay a portion of the Senior Term Loan Facility and to pay certain other related fees and expenses. Interest on the Notes will accrue at the rate of 3.000% per annum and will be payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2021. The Company recorded a loss on extinguishment of debt of approximately $4 million which represented unamortized discount and unamortized deferred financing cost associated with the portion of the term loan repaid.
Interest on the 3.000% Senior Secured Notes will accrue at the rate of 3.000% per annum and will be payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2021.
The 3.000% Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis by each of Acquisition Corp.’s existing direct or indirect wholly-owned domestic restricted subsidiaries and by any such subsidiaries that guarantee obligations of Acquisition Corp. under its existing credit facilities, subject to customary exceptions.
The indenture governing the 3.000% Senior Secured Notes contains covenants limiting, among other things, Acquisition Corp.’s ability and the ability of most of its subsidiaries to create liens and consolidate, merge, sell or otherwise dispose of all or substantially all of its assets.
Historical Transactions
December 2017 Senior Term Loan Credit Agreement Amendment
On December 6, 2017, Acquisition Corp. entered into an amendment (the “December 2017 Senior Term Loan Credit Agreement Amendment”) to the Senior Term Loan Credit Agreement, dated November 1, 2012, among Acquisition Corp., the guarantors party thereto, the lenders party thereto and Credit Suisse AG, as administrative agent, governing Acquisition Corp.’s senior secured term loan facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto, to, among other things, reduce the pricing terms of its outstanding term loans, change certain incurrence thresholds
governing the ability to incur debt and liens, change certain EBITDA add-backs and increase the thresholds above which the excess cash flow sweep is triggered. The Company recorded a loss on extinguishment of debt of approximately $1 million for the fiscal year ended September 30, 2018, which represented the discount and unamortized deferred financing costs related to the prior tranche of debt of the lenders that was replaced.
New Revolving Credit Agreement
On January 31, 2018, the Company entered into a new revolving credit agreement (the “Revolving Credit Agreement”) for its Revolving Credit Facility, and terminated its existing revolving credit agreement (the “Old Revolving Credit Agreement”). The Revolving Credit Agreement differs from the Old Revolving Credit Agreement in that it, among other things, reduces the interest rate margin applicable to the loans, extends the maturity date thereunder, provides for the option to increase the commitments under the Company’s then existing revolving credit agreement, provides for greater flexibility to amend and extend the Company’s then existing revolving credit agreement and create additional tranches thereunder, provides for greater flexibility over future amendments, increases the springing financial maintenance covenant to 4.75:1.00 and provides that the covenant shall not be tested unless at the end of a fiscal quarter the outstanding amount of loans and drawings under letters of credit which have not been reimbursed exceeds $54 million and aligns the other negative covenants with those of the Senior Term Loan Credit Agreement.
March 2018 Senior Term Loan Credit Agreement Amendment
On March 14, 2018, Acquisition Corp. incurred $320 million of supplemental term loans (the “Supplemental Term Loans”) pursuant to an increase supplement (the “March 2018 Senior Term Loan Credit Agreement Supplement”) to the Senior Term Loan Credit Agreement, dated November 1, 2012, among Acquisition Corp., the guarantors party thereto, the lenders party thereto and Credit Suisse AG, as administrative agent, governing Acquisition Corp.’s senior secured term loan facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto (as amended, the “Senior Term Loan Credit Agreement”). The principal amount outstanding under the Senior Term Loan Credit Agreement including the Supplemental Term Loans prior to the partial repayment with the proceeds of the 3.000% Senior Secured Notes offering as described above was $1.326 billion.
Notes Offering
On March 14, 2018, Acquisition Corp. issued $325 million in aggregate principal amount of its 5.500% Senior Notes due 2026. Acquisition Corp. used the net proceeds to pay the consideration in the tender offer for its 6.750% Senior Notes due 2022 (the “6.750% Senior Notes”) and to redeem the remaining 6.750% Senior Notes as described below.
Tender Offer and Notes Redemption
On March 14, 2018, Acquisition Corp. accepted for purchase in connection with the tender offer for the 6.750% Senior Notes that had been validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time on March 13, 2018 thereby reducing the aggregate principal amount of the 6.750% Senior Notes by $523 million. Acquisition Corp. then issued a notice of redemption on March 14, 2018 with respect to the remaining $112 million of 6.750% Senior Notes outstanding that were not accepted for payment pursuant to the tender offer. Following payment of the 6.750% Senior Notes tendered at or prior to the expiration time, Acquisition Corp. deposited with the Trustee funds of $119 million to satisfy all obligations under the applicable indenture governing the 6.750% Senior Notes, including call premiums and interest through the date of redemption on April 15, 2018, for the remaining 6.750% Senior Notes not accepted for purchase in the tender offer. On April 15, 2018, Acquisition Corp. redeemed the remaining outstanding 6.750% Senior Notes. The Company recorded a loss on extinguishment of debt in connection with the tender offer of approximately $23 million for the fiscal year ended September 30, 2018 as a result of the partial debt redemption, which represents the premium paid on early redemption and unamortized deferred financing costs in March 2018. The Company incurred an additional loss on extinguishment of approximately $5 million in April 2018 related to the redemption on the remaining 6.750% Senior Notes, which represents the premium paid on early redemption and unamortized deferred financing costs.
June 2018 Senior Term Loan Credit Agreement Amendment
On June 7, 2018, Acquisition Corp. entered into an amendment (the “June 2018 Senior Term Loan Credit Agreement Amendment”) to the Senior Term Loan Credit Agreement, dated November 1, 2012, among Acquisition Corp., the guarantors party thereto, the lenders party thereto and Credit Suisse AG, as administrative agent, governing Acquisition Corp.’s senior secured term loan facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto, to, among other things, reduce the pricing terms of its outstanding term loans, change certain incurrence thresholds governing the ability to incur debt and liens and exclude from the definition of “Senior Secured Indebtedness” certain liens that have junior lien priority on the collateral in relation to the outstanding term loans and the relevant guarantees, as applicable. The Company recorded a loss on extinguishment of debt of approximately $2 million for the fiscal year ended September 30, 2018, which represented the discount and unamortized deferred financing costs related to the prior tranche of debt of the lenders that was replaced.
3.625% Senior Secured Notes Offerings
On October 9, 2018, Acquisition Corp. issued and sold €250 million in aggregate principal amount of 3.625% Senior Secured Notes due 2026 (the “3.625% Secured Notes”). Net proceeds of the offering were used to pay the purchase price of the acquisition of EMP, to redeem €34.5 million of the 4.125% Secured Notes (as described below), purchase $30 million of Acquisition Corp.’s 4.875% Senior Secured Notes (as described above) on the open market and to redeem $26.55 million of the 5.625% Senior Secured Notes (as described below).
On April 30, 2019, Acquisition Corp. issued and sold €195 million in aggregate principal amount of additional 3.625% Senior Secured Notes due 2026 (the “Additional Notes”). The Additional Notes and the 3.625% Secured Notes were treated as the same series for all purposes under the indenture that governs the 3.625% Secured Notes and the Additional Notes. Net proceeds of the offering were used to redeem all of the 5.625% Secured Notes due 2022.
Partial Redemption of 4.125% Senior Secured Notes
On October 12, 2018, Acquisition Corp. redeemed €34.5 million aggregate principal amount of its 4.125% Senior Secured Notes due 2024 (the “4.125% Secured Notes”) using a portion of the proceeds from the offering of the 3.625% Secured Notes described above. The redemption price for the 4.125% Secured Notes was approximately €36.17 million, equivalent to 103% of the principal amount of the 4.125% Secured Notes, plus accrued but unpaid interest thereon to, but excluding, the redemption date, which was October 12, 2018. Following the partial redemption of the 4.125% Secured Notes, €311 million of the 4.125% Secured Notes remain outstanding. The Company recorded a loss on extinguishment of debt of approximately $2 million for the fiscal year ended September 30, 2019, which represents the premium paid on early redemption and unamortized deferred financing costs related to the partial redemption of this note.
Open Market Purchase
On October 9, 2018, Acquisition Corp. purchased, in the open market, $30 million aggregate principal amount of its outstanding 4.875% Senior Secured Notes due 2024 (the “4.875% Secured Notes”). The acquired notes were subsequently retired. Following retirement of the acquired notes, $220 million of the 4.875% Secured Notes remain outstanding. The Company recorded a loss on extinguishment of debt of less than $1 million for the fiscal year ended September 30, 2019, which represents the unamortized deferred financing costs related to the open market purchase.
Redemption of 5.625% Senior Secured Notes
On November 5, 2018, Acquisition Corp. redeemed $26.55 million aggregate principal amount of its 5.625% Senior Secured Notes due 2022 (the “5.625% Secured Notes”). The redemption price for the 5.625% Secured Notes was approximately $27.38 million, equivalent to 102.813% of the principal amount of the 5.625% Secured Notes, plus accrued but unpaid interest thereon to, but excluding, the redemption date, which was November 5, 2018. Following the partial redemption of the 5.625% Secured Notes, $220.95 million of the 5.625% Secured Notes remain outstanding. The Company recorded a loss on extinguishment of debt of approximately $1 million for the fiscal year ended September 30, 2019, which represents the premium paid on early redemption and unamortized deferred financing costs related to the partial redemption of this note.
On April 16, 2019, Acquisition Corp. issued a conditional notice of redemption for all of its 5.625% Secured Notes due 2022 currently outstanding. Settlement of the called 5.625% Secured Notes occurred on May 16, 2019. The Company recorded a loss on extinguishment of debt of approximately $4 million for the fiscal year ended September 30, 2019, which represents the premium paid on early redemption and unamortized deferred financing costs.
Interest Rates
The loans under the Revolving Credit Facility bear interest at Acquisition Corp.’s election at a rate equal to (i) the rate for deposits in the borrowing currency in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“Revolving LIBOR”) subject to a zero floor, plus 1.75% per annum in the case of Initial Revolving Loans (as defined in the Revolving Credit Agreement), or 1.875% per annum in the case of 2020 Revolving Loans (as defined in the Revolving Credit Agreement), or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) 0.50% in excess of the overnight federal funds rate and (z) the one-month Revolving LIBOR plus 1.0% per annum, plus, in each case, 0.75% per annum in the case of Initial Revolving Loans, or 0.875% per annum in the case of 2020 Revolving Loans; provided that, in respect of 2020 Revolving Loans, the applicable margin with respect to such loans is subject to adjustment as set forth in the pricing grid in the Revolving Credit Agreement. Based on the Senior Secured Indebtedness to EBITDA Ratio of 3.05x at September 30, 2020, the applicable margin for Eurodollar loans would be 1.625% instead of 1.875% and the applicable margin for ABR loans would be 0.625% instead of 0.875% in the case of 2020 Revolving Loans. If there is a payment default at any time, then the interest rate applicable to overdue principal will be the rate otherwise applicable to such loan plus 2.0% per annum. Default interest will also be payable on other overdue amounts at a rate of 2.0% per annum above the amount that would apply to an alternative base rate loan.
The loans under the Senior Term Loan Facility bear interest at Acquisition Corp.’s election at a rate equal to (i) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“Term Loan LIBOR”) subject to a zero floor, plus 2.125% per annum or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent as its prime rate in effect at its principal office in New York City from time to time, (y) 0.50% in excess of the overnight federal funds rate and (z) one-month Term Loan LIBOR, plus 1.00% per annum, plus, in each case, 1.125% per annum. If there is a payment default at any time, then the interest rate applicable to overdue principal and interest will be the rate otherwise applicable to such loan plus 2.0% per annum. Default interest will also be payable on other overdue amounts at a rate of 2.0% per annum above the amount that would apply to an alternative base rate loan.
The Company has entered into, and in the future may enter into, interest rate swaps to manage interest rate risk. Please refer to Note 16 of our consolidated financial statements for further discussion.
Maturity of Senior Term Loan Facility
The loans outstanding under the Senior Term Loan Facility mature on November 1, 2023.
Maturity of Revolving Credit Facility
The maturity date of the Revolving Credit Facility is April 3, 2025.
Maturities of Senior Notes and Senior Secured Notes
As of September 30, 2020, there are no scheduled maturities of notes until 2026, when $844 million is scheduled to mature. Thereafter, $1.463 billion is scheduled to mature.
Interest Expense, net
Total interest expense, net was $127 million, $142 million and $138 million for the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, respectively. The weighted-average interest rate of the Company’s total debt was 3.7% at September 30, 2020, 4.3% at September 30, 2019 and 4.7% at September 30, 2018.
11. Income Taxes
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act contains significant revisions to U.S. federal corporate income tax provisions, including, but not limited to, a reduction of the U.S. federal corporate statutory tax rate from 35% to 21%, a one-time transition tax on accumulated foreign earnings, an income inclusion of global intangible low-taxed income (“GILTI”), a deduction against foreign-derived intangible income (“FDII”) and a new minimum tax, the base erosion anti-abuse tax (“BEAT”). In accordance with ASC 740, the Company recorded the effects of the Tax Act during the three months ended December 31, 2017.
The reduction in U.S. federal corporate statutory tax rate from 35% to 21% was effective January 1, 2018. The Tax Act requires companies with a fiscal year that begins before and ends after the effective date of the rate change to calculate a blended tax rate based on the pro rata number of days in the fiscal year before and after the effective date. As a result, for the fiscal year ending September 30, 2018, the Company’s U.S. federal statutory income tax rate was 24.5%. For the fiscal years ending September 30, 2020 and 2019, the Company was subject to the U.S. federal corporate statutory tax rate of 21%.
The reduction in the U.S. federal corporate statutory tax rate required the Company to adjust its U.S. deferred tax assets and liabilities using the newly enacted tax rate of 21%. As a result, the Company recorded a U.S. income tax expense of $23 million for the reduction of its net U.S. deferred tax assets for the fiscal year ended September 30, 2018.
The Company has not recorded any income tax liability related to the one-time transition tax on accumulated foreign earnings (“Transition Tax”) due to an overall deficit in accumulated foreign earnings. GILTI, FDII and BEAT are effective for the Company’s fiscal year ending September 30, 2019. The Company has elected to recognize the GILTI impact in the specific period in which it occurs.
The domestic and foreign pretax (loss) income from continuing operations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended September 30,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Domestic
|
$
|
(655)
|
|
|
$
|
84
|
|
|
$
|
347
|
|
Foreign
|
208
|
|
|
183
|
|
|
95
|
|
(Loss) income before income taxes
|
$
|
(447)
|
|
|
$
|
267
|
|
|
$
|
442
|
|
Current and deferred income tax expense provided are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended September 30,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Federal:
|
|
|
|
|
|
Current
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred
|
(28)
|
|
|
(49)
|
|
|
91
|
|
Foreign:
|
|
|
|
|
|
Current (a)
|
74
|
|
|
74
|
|
|
58
|
|
Deferred
|
(28)
|
|
|
(18)
|
|
|
(26)
|
|
U.S. State:
|
|
|
|
|
|
Current
|
3
|
|
|
3
|
|
|
6
|
|
Deferred
|
(1)
|
|
|
(1)
|
|
|
1
|
|
Income tax expense
|
$
|
23
|
|
|
$
|
9
|
|
|
$
|
130
|
|
______________________________________
(a)Includes withholding taxes of $15 million, $17 million and $15 million for the fiscal years ended September 30, 2020, 2019 and 2018, respectively.
The differences between the U.S. federal statutory income tax rate of 21.0%, 21.0% and 24.5% for the fiscal years ended September 30, 2020, 2019 and 2018, respectively, and income taxes provided are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended September 30,
|
|
2020
|
|
2019
|
|
2018
|
|
(in millions)
|
Taxes on income at the U.S. federal statutory rate
|
$
|
(94)
|
|
|
$
|
56
|
|
|
$
|
108
|
|
U.S. state and local taxes
|
2
|
|
|
2
|
|
|
7
|
|
Foreign income taxed at different rates, including withholding taxes
|
10
|
|
|
16
|
|
|
19
|
|
Increase in valuation allowance
|
1
|
|
|
1
|
|
|
4
|
|
Release of valuation allowance
|
(38)
|
|
|
(65)
|
|
|
(14)
|
|
Change in tax rates
|
4
|
|
|
(4)
|
|
|
23
|
|
Impact of GILTI and FDII
|
2
|
|
|
(4)
|
|
|
—
|
|
Intergroup transfer
|
—
|
|
|
—
|
|
|
(30)
|
|
IPO Costs
|
22
|
|
|
—
|
|
|
—
|
|
Executive Compensation
|
2
|
|
|
—
|
|
|
—
|
|
Non-deductible long term incentive plan
|
112
|
|
|
6
|
|
|
8
|
|
Other
|
—
|
|
|
1
|
|
|
5
|
|
Income tax expense
|
$
|
23
|
|
|
$
|
9
|
|
|
$
|
130
|
|
During the fiscal year ended September 30, 2020, the Company recognized a net U.S. tax benefit of $25 million primarily related to the release of a U.S. deferred tax valuation allowance of $33 million offset by a write-off of expiring foreign tax credits of $10 million and a tax benefit of $15 million for the release of valuation allowances in Japan and various foreign jurisdictions. During the fiscal year ended September 30, 2019, the Company recognized a U.S. tax benefit of $59 million related to the release of valuation allowance on U.S. foreign tax credits. During the fiscal year ended September 30, 2018, the Company recognized a U.S. tax expense of $23 million related to the reductions of net U.S. deferred tax assets as a result of the Tax Act.
For the fiscal years ended September 30, 2020 and September 30, 2019, the Company incurred losses in certain foreign territories and has offset the tax benefit associated with these losses with a valuation allowance as the Company has determined that it is more likely than not that these losses will not be utilized. For the fiscal year ended September 30, 2020 and September 30, 2019, the Company released $33 million and $59 million, respectively of the U.S. valuation allowance related to foreign tax credit carryforwards. Significant components of the Company’s net deferred tax liabilities are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2020
|
|
September 30,
2019
|
|
(in millions)
|
Deferred tax assets:
|
|
|
|
Allowances and reserves
|
$
|
30
|
|
|
$
|
27
|
|
Employee benefits and compensation
|
80
|
|
|
79
|
|
Other accruals
|
19
|
|
|
17
|
|
Tax attribute carryforwards
|
168
|
|
|
203
|
|
Other
|
22
|
|
|
3
|
|
Total deferred tax assets
|
319
|
|
|
329
|
|
Less: Valuation allowance
|
(45)
|
|
|
(91)
|
|
Deferred tax assets, net of valuation allowance
|
274
|
|
|
238
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
Intangible assets
|
(369)
|
|
|
(372)
|
|
Total deferred tax liabilities
|
(369)
|
|
|
(372)
|
|
Net deferred tax liabilities
|
$
|
(95)
|
|
|
$
|
(134)
|
|
During the fiscal year ended September 30, 2020, as a result of final regulations regarding the interest expense allocation rules issued by the Internal Revenue Service in December of 2019, the Company concluded that it is more likely than not that the entire amount of the Company’s deferred tax assets related to foreign tax credits carryforwards in the U.S. will be realized. The current levels of pre-tax income are sufficient to generate the minimum amount of future taxable income needed to support U.S. deferred tax
assets realization. In the fiscal year ended September 30, 2019, the Company concluded that the positive evidence relating to the utilization of foreign tax credits outweighs the negative evidence with respect to a portion of the valuation allowance on its foreign tax credit carryovers and released $59 million of its valuation allowance.
At September 30, 2020, the Company has no remaining U.S. federal tax net operating loss carryforwards. The Company also has tax net operating loss carryforwards, with no expiration date, in France and Spain of $78 million and $29 million, respectively, and other tax net operating loss carryforwards in state, local and foreign jurisdictions that expire in various periods. In addition, the Company has foreign tax credit carryforwards for U.S. tax purposes of $94 million. The U.S. foreign tax credits will begin to expire in fiscal year 2021.
Deferred income taxes have not been recorded on indefinitely reinvested earnings of certain foreign subsidiaries of approximately $234 million at September 30, 2020. Distribution of these earnings may result in foreign withholding taxes and U.S. state taxes. However, variables existing if and when remittance occurs make it impracticable to estimate the amount of the ultimate tax liability, if any, on these accumulated foreign earnings.
The Company classifies interest and penalties related to uncertain tax position as a component of income tax expense. As of September 30, 2020 and September 30, 2019, the Company had accrued $4 million and $3 million of interest and penalties, respectively.
A reconciliation of the beginning and ending amount of unrecognized tax benefits, including interest and penalties, are as follows (in millions):
|
|
|
|
|
|
Balance at September 30, 2017
|
$
|
19
|
|
Additions for current year tax positions
|
3
|
|
Additions for prior year tax positions
|
3
|
|
Subtractions for prior year tax positions
|
(7)
|
|
Balance at September 30, 2018
|
$
|
18
|
|
|
|
Additions for prior year tax positions
|
1
|
|
Subtractions for prior year tax positions
|
(7)
|
|
Balance at September 30, 2019
|
$
|
12
|
|
Additions for prior year tax positions
|
3
|
|
Subtractions for prior year tax positions
|
(3)
|
|
Balance at September 30, 2020
|
$
|
12
|
|
Included in the total unrecognized tax benefits at September 30, 2020 and September 30, 2019 are $12 million and $12 million, respectively, that if recognized, would reduce the effective income tax rate. The Company has determined that is reasonably possible that its existing reserve for uncertain tax positions as of September 30, 2020 could decrease by up to approximately $2 million related to various ongoing audits and settlement discussions in various foreign jurisdictions.
The Company and its subsidiaries file income tax returns in the U.S. and various foreign jurisdictions. The Company has completed tax audits in the U.S. for tax years ended through September 30, 2013, in the U.K. for the tax years ended through September 30, 2017, in Germany for the tax years ended through September 30, 2014 and in France for the tax years ended through September 30, 2018. The Company is at various stages in the tax audit process in certain foreign and local jurisdictions.
12. Employee Benefit Plans
Certain international employees, such as those in Germany and Japan, participate in locally sponsored defined benefit plans, which are not considered to be material either individually or in the aggregate and have a combined projected benefit obligation of approximately $83 million and $82 million as of September 30, 2020 and September 30, 2019, respectively. Pension benefits under the plans are based on formulas that reflect the employees’ years of service and compensation levels during their employment period. The Company had unfunded pension liabilities relating to these plans of approximately $57 million and $56 million recorded in its balance sheets as of September 30, 2020 and September 30, 2019, respectively. The Company uses a September 30 measurement date for its plans. For each of the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, pension expense amounted to $4 million.
Certain employees also participate in defined contribution plans. The Company’s contributions to the defined contribution plans are based upon a percentage of the employees’ elected contributions. The Company’s defined contribution plan expense
amounted to approximately $8 million for the fiscal year ended September 30, 2020, $6 million for the fiscal year ended September 30, 2019 and $5 million for the fiscal year ended September 30, 2018.
13. Stock-Based Compensation Plans
Warner Music Group Corp. 2020 Omnibus Incentive Plan
In connection with the IPO, the Company’s board of directors and stockholders approved the Warner Music Group Corp. 2020 Omnibus Incentive Plan, or the “Omnibus Incentive Plan.” The aggregate number of shares of common stock available for issuance under the Omnibus Incentive Plan were 31,169,099 shares of Class A Common Stock over the 10-year period from the date of adoption. On August 14, 2020, the Company granted members of its Board of Directors a total of 28,361 shares of restricted common stock pursuant to the Omnibus Incentive Plan. These grants represent compensation for board service for the period from the Company’s initial public offering until the Company’s 2021 regularly scheduled annual shareholder meeting, at which time the restricted stock will be vested. Directors are entitled to dividends on this restricted stock during the vesting period.
As of September 30, 2020, there have been 28,361 shares issued under the Omnibus Incentive Plan.
Warner Music Group Corp. Senior Management Free Cash Flow Plan
Effective January 1, 2013, eligible individuals were invited to participate in the Senior Management Free Cash Flow Plan (as amended, the “Plan”). Eligible individuals include any employee, consultant or officer of the Company or any of its affiliates, who is selected by the Company’s Compensation Committee to participate in the Plan. In 2017, the Company’s Compensation Committee invited two additional employees to participate in the Plan. Under the Plan, participants are allocated a specific portion of the Company’s free cash flow to use to purchase the equivalent of Company stock through the acquisition of deferred equity units. Participants also receive a grant of profit interests in a purposely established LLC holding company (the “LLC”) that represent an economic entitlement to future appreciation over an equivalent number of shares of Company stock (“matching units”). The Company’s board of directors authorized the issuance of up to 39,255,429.54 shares of the Company’s common stock pursuant to the Plan, 19,612,714.77 in respect of deferred equity units and 19,612,714.77 in respect of matching units, as adjusted in accordance with the Plan. The LLC currently owns 23,640,925 shares of Class B Common Stock, which includes 4,169,978 of additional shares issued in connection with the December 2019 redemption whereby certain participants in the Plan elected to exchange their deferred equity units for shares of Class B Common Stock of the Company, which were immediately contributed to the LLC in exchange for Class A units of the LLC. Each deferred equity unit is equivalent to a share of Company stock. The Company credits units to active participants each Plan year at the time that annual free cash flow bonuses for such Plan year are determined (although certain participants have already received their complete allocations) and may grant unallocated units under the Plan to certain members of current or future management. At the time that annual free cash flow bonuses for such Plan year are determined, a participant is credited a number of deferred equity units based on their respective allocation divided by the grant date intrinsic value and an equal number of the related matching units is vested. The redemption price of the deferred equity units equals the fair market value of a share of the Company’s stock on the date of the settlement and the redemption price for the matching units equals the excess, if any, of the then fair market value of one Company fractional share over the grant date intrinsic value of one share. Dividend distributions, if any, are also paid out on vested deferred equity units and are calculated on the same basis as the Company’s common shares. The Company has applied a graded (tranche-by-tranche) attribution method and expenses share-based compensation on an accelerated basis over the vesting period of the share award.
The Company accounts for share-based payments as required by ASC 718. ASC 718 requires all share-based payments to employees to be recognized as compensation expense. Under the recognition provision of ASC 718, liability classified share-based compensation costs are measured each reporting date until settlement. The Plan was liability classified from inception through June 3, 2020, upon completion of the IPO, further discussed herein.
For accounting purposes, the grant date was established at the point the Company and the participant reached a mutual understanding of the key terms and conditions, in this case the date at which the participant accepted the invitation to participate in the Plan. For accounting purposes, deferred equity units are deemed to generally vest between one and seven years and matching equity units granted under the Plan are deemed to vest two years after the allocation to the participant’s account. The deferred and matching equity units have cash settlement dates that began in December 2018. Upon the scheduled settlement dates in December 2019 and December 2018, the Company settled 314,631.58 deferred equity units, including special deferred equity units, in cash totaling approximately $2 million, 8,359,629.35 in Company shares (which were contributed to the LLC in exchange for Class A units of the LLC) with an estimated value of $58 million and 217,312.53 matching equity units in cash totaling approximately $1 million.
Upon completion of the IPO in June 2020, the Plan was amended to remove the cash-settlement feature on all future redemptions. As a result, all awards previously issued under the Plan will require settlement in Class A Common Stock. The participants in such plan were also allowed to sell a pro rata portion, consistent with Access’s percentage reduction in shares of Class
B Common Stock as a result of the IPO, of their vested profits interests and acquired units of the LLC holding company, WMG Management Holdings, LLC (“Management LLC”), in the IPO through a “tag-along right.”
Under the provision of ASC 718, the Company determined the Plan was modified as of June 3, 2020, and as such, converted the awards from liability-classified to equity-classified. Prior to conversion, the Company performed a final measurement of its stock-based compensation liability under the fair value method. The final measurement utilized the IPO listing price of $25 per share as the per-share value input within its fair value model. Upon modification of the Plan, the Company reclassified a $769 million stock-based compensation liability to additional paid-in capital, which included $57 million associated with the awards settled through the IPO tag-along right on June 5, 2020.
The following is a summary of the Company’s share awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Equity Units
|
|
Matching Equity Units
|
|
Deferred Equity Units Weighted-Average Intrinsic Value
|
|
Matching Equity Units Weighted-Average Intrinsic Value
|
|
Deferred Equity Units Weighted-Average Grant-Date Intrinsic Value
|
|
Matching Equity Units Weighted-Average Grant-Date Intrinsic Value
|
Unvested units at September 30, 2018
|
2,863,456
|
|
|
12,885,551
|
|
|
$
|
6.37
|
|
|
$
|
3.50
|
|
|
$
|
3.12
|
|
|
$
|
—
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vested
|
(962,709)
|
|
|
(6,204,154)
|
|
|
7.71
|
|
|
5.10
|
|
|
3.09
|
|
|
—
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Unvested units at September 30, 2019
|
1,900,747
|
|
|
6,681,397
|
|
|
$
|
7.71
|
|
|
$
|
4.60
|
|
|
$
|
3.13
|
|
|
$
|
—
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vested
|
(1,351,293)
|
|
|
(2,369,536)
|
|
|
27.01
|
|
|
24.04
|
|
|
23.91
|
|
|
—
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Unvested units at September 30, 2020
|
549,454
|
|
|
4,311,861
|
|
|
$
|
27.01
|
|
|
$
|
23.82
|
|
|
$
|
23.82
|
|
|
$
|
—
|
|
The weighted-average grant date intrinsic value of deferred equity unit awards for the fiscal year ended September 30, 2020 was $23.82. The fair value of these deferred equity units at September 30, 2020 was $27.01. The weighted-average grant date intrinsic value of deferred equity unit awards for the fiscal year ended September 30, 2019 was $3.13. The fair value of these deferred equity units at September 30, 2019 was $7.71. The weighted-average grant date intrinsic value of deferred equity unit awards for the fiscal year ended September 30, 2018 was $3.12. The fair value of these deferred equity units at September 30, 2018 was $6.37.
Compensation Expense
The Company recognized non-cash share-based compensation expense of $608 million, free cash flow compensation expense of $16 million and dividend expense related to the equity units of $1 million for the fiscal year ended September 30, 2020. The Company recognized non-cash share-based compensation expense of $50 million, free cash flow compensation expense of $15 million and dividend expense related to the equity units of $7 million for the fiscal year ended September 30, 2019. The Company recognized non-cash share-based compensation expense of $62 million, free cash flow compensation expense of $19 million and dividend expense related to the equity units of $27 million for the fiscal year ended September 30, 2018.
In addition, at September 30, 2020, September 30, 2019 and September 30, 2018, the Company had approximately $14 million, $16 million and $18 million, respectively, of unrecognized compensation costs related to its unvested share awards. As of September 30, 2020, the remaining weighted-average period over which total compensation related to unvested awards is expected to be recognized is 1 year.
14. Related Party Transactions
Management Agreement
Upon completion of the Merger, the Company and Holdings entered into the Management Agreement, dated as of the Merger Closing Date, pursuant to which Access provided the Company and its subsidiaries with financial, investment banking, management, advisory and other services. Pursuant to the Management Agreement, the Company paid to Access an annual fee on quarterly basis and reimbursed Access for certain expenses incurred performing services under the agreement. The Company and Holdings agreed to indemnify Access and certain of its affiliates against all liabilities arising out of performance of the Management Agreement.
As a result of the completion of the IPO, the Management Agreement terminated in accordance with its terms and the Company paid to Access a one-time termination fee and a fee for transaction services in an aggregate amount of $60 million. The
Company recorded these fees within selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 30, 2020.
Prior to the termination of the Management Agreement, the Company incurred costs associated with the Management Agreement of approximately $7 million, $11 million and $16 million for the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, respectively. Such amounts have been included as a component of selling, general and administrative expense in the accompanying consolidated statements of operations.
Lease Arrangements with Related Parties
On March 29, 2019, an affiliate of Access acquired the Ford Factory Building, located on 777 S. Santa Fe Avenue in Los Angeles, California from an unaffiliated third party. The building is the Company’s new Los Angeles, California headquarters and as such, the Company is the sole tenant of the building acquired by Access. The existing lease agreement was assumed by Access upon purchase of the building and was not modified as a result of the purchase. Rental payments by the Company under the existing lease total approximately $13 million per year, subject to annual fixed increases. The remaining lease term is approximately 10 years, after which the Company may exercise a single option to extend the term of the lease for 10 years thereafter.
On August 13, 2015, a subsidiary of the Company, Warner Music Inc., entered into a license agreement with Access for the use of office space in the Company’s corporate headquarters at 1633 Broadway, New York, New York. The license fee of $2,775 per month, plus an IT support fee of $1,000 per month, was based on the per foot lease costs to the Company of its headquarters space, which represented market terms. For the fiscal year ended September 30, 2020, an immaterial amount was recorded as rental income. The space is occupied by The Blavatnik Archive, which is dedicated to the discovery and preservation of historically distinctive and visually compelling artifacts, images and stories that contribute to the study of 20th century Jewish, WWI and WWII history.
On July 29, 2014, AI Wrights Holdings Limited, an affiliate of Access, entered into a lease and related agreements with Warner Chappell Music Limited and WMG Acquisition (UK) Limited, subsidiaries of the Company, for the lease of 27 Wrights Lane, Kensington, London. The Company had been the tenant of the building which Access acquired. Subsequent to the change in ownership, the parties entered into the lease and related agreements pursuant to which, on January 1, 2015, the rent was increased to £3,460,250 per year and the term was extended for an additional five years from December 24, 2020 to December 24, 2025, with a market rate rent review beginning December 25, 2020.
License Agreements with Deezer
Access owns a controlling equity interest in Deezer S.A., which was formerly known as Odyssey Music Group (“Odyssey”), a French company that controls and operates a music streaming service, formerly through Odyssey’s subsidiary, Blogmusik SAS (“Blogmusik”), under the name Deezer (“Deezer”), and is represented on Deezer S.A.’s Board of Directors. Subsidiaries of the Company have been a party to license arrangements with Deezer since 2008, which provide for the use of the Company’s sound recordings on Deezer’s ad-supported and subscription streaming services worldwide (excluding Japan) in exchange for fees paid by Deezer. The Company has also authorized Deezer to include the Company’s sound recordings in Deezer’s streaming services where such services are offered as a bundle with third-party services or products (e.g., telco services or hardware products), for which Deezer is also required to make payments to the Company. Deezer paid to the Company an aggregate amount of approximately $42 million, $49 million and $39 million in connection with the foregoing arrangements during the fiscal years ended September 30, 2020, 2019 and 2018, respectively. In addition, in connection with these arrangements, (i) the Company was issued, and currently holds, warrants to purchase shares of Deezer S.A. and (ii) the Company purchased a small number of shares of Deezer S.A., which collectively represent a small minority interest in Deezer S.A. The Company also has various publishing agreements with Deezer. Warner Chappell has licenses with Deezer for use of repertoire on the service in Europe, which the Company refers to as a PEDL license (referencing the Company’s Pan European Digital Licensing initiative), and for territories in Latin America. For the PEDL and Latin American licenses for the fiscal years ended September 30, 2020 and 2019, Deezer paid the Company an additional approximately $2 million and $1 million, respectively. Deezer also licenses other publishing rights controlled by Warner Chappell through statutory licenses or through various collecting societies.
License Agreements with Snap
In 2020, a subsidiary of the Company entered into a worldwide (excluding China) recorded music license agreement for a 24-month term and Warner Chappell also entered into a 2-year license with Snap, Inc. covering the personal, non-commercial use of up to 60 second song clips from WMG’s catalog in messages across Snap properties. The Company earned approximately $500,000 in connection with the foregoing deals during the fiscal year ended September 30, 2020. The Company’s Chairman, Michael Lynton, is also a director of Snap, Inc.
Distribution Agreement with Mattel
In 2020, a subsidiary of the Company entered into a 3-year digital distribution and physical license of the existing catalog plus new material of Mattel Inc. The Company earned approximately $200,000 in connection with the foregoing arrangements during the fiscal year ended September 30, 2020. The Company’s director, Ynon Kreiz, is also the CEO of Mattel Inc.
Investment in Tencent Music Entertainment Group
On October 1, 2018, WMG China LLC (“WMG China”), an affiliate of the Company, entered into a share subscription agreement with Tencent Music Entertainment Group pursuant to which WMG China agreed to purchase 37,162,288 ordinary shares of Tencent Music Entertainment Group for $100 million. WMG China is 80% owned by AI New Holdings 5 LLC, an affiliate of Access, and 20% owned by the Company. On October 3, 2018, WMG China acquired the shares pursuant to the share subscription agreement.
15. Commitments and Contingencies
Talent Advances
The Company routinely enters into long-term commitments with recording artists, songwriters and publishers for the future delivery of music. Such commitments generally become due only upon delivery and Company acceptance of albums from the recording artists or future musical compositions from songwriters and publishers. Additionally, such commitments are typically cancellable at the Company’s discretion, generally without penalty. Based on contractual obligations and the Company’s expected release schedule, aggregate firm commitments to such talent approximated $442 million and $428 million as of September 30, 2020 and September 30, 2019, respectively.
Other
Other off-balance sheet, firm commitments, which primarily include minimum funding commitments to investees, amounted to approximately $12 million and $10 million at September 30, 2020 and September 30, 2019, respectively.
Litigation
The Company is involved in various litigation and regulatory proceedings arising in the normal course of business. Where it is determined, in consultation with counsel based on litigation and settlement risks, that a loss is probable and estimable in a given matter, the Company establishes an accrual. In the currently pending proceedings, the amount of accrual is not material. An estimate of the reasonably possible loss or range of loss in excess of the amounts already accrued cannot be made at this time due to various factors typical in contested proceedings, including (1) the results of ongoing discovery; (2) uncertain damage theories and demands; (3) a less than complete factual record; (4) uncertainty concerning legal theories and their resolution by courts or regulators; and (5) the unpredictable nature of the opposing party and its demands. However, the Company cannot predict with certainty the outcome of any litigation or the potential for future litigation. As such, the Company continuously monitors these proceedings as they develop and adjusts any accrual or disclosure as needed. Regardless of the outcome, litigation could have an adverse impact on the Company, including the Company’s brand value, because of defense costs, diversion of management resources and other factors and it could have a material effect on the Company’s results of operations for a given reporting period.
16. Derivative Financial Instruments
The Company uses derivative financial instruments, primarily foreign currency forward exchange contracts and interest rate swaps, for the purposes of managing foreign currency exchange rate risk and interest rate risk on expected future cash flows. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rates.
The Company enters into foreign currency forward exchange contracts primarily to hedge the risk that unremitted or future royalties and license fees owed to its U.S. companies for the sale or licensing of U.S.-based music and merchandise abroad may be adversely affected by changes in foreign currency exchange rates. The Company focuses on managing the level of exposure to the risk of foreign currency exchange rate fluctuations on its major currencies, which include the Euro, British pound sterling, Japanese yen, Canadian dollar, Swedish krona, Australian dollar, Brazilian real, Korean won and Norwegian krone. The Company also may at times choose to hedge foreign currency risk associated with financing transactions such as third-party debt and other balance sheet items. The Company’s foreign currency forward exchange contracts have not been designated as hedges under the criteria prescribed in ASC 815. The Company records these contracts at fair value on its balance sheet and the related gains and losses are immediately recognized in the consolidated statement of operations where there is an offsetting entry related to the underlying exposure.
In prior periods, certain foreign currency forward exchange contracts were designated and qualified as cash flow hedges under the criteria prescribed in ASC 815. The Company recorded these contracts at fair value on its balance sheet and gains or losses on these contracts were deferred in equity (as a component of comprehensive income (loss)). These deferred gains and losses were recognized in income in the period in which the related royalties and license fees being hedged were received and recognized in income. However, to the extent that any of these contracts were not considered to be perfectly effective in offsetting the change in the value of the royalties and license fees being hedged, any changes in fair value relating to the ineffective portion of these contracts were immediately recognized in the consolidated statement of operations.
The Company has entered into, and in the future may enter into, interest rate swaps to manage interest rate risk. These instruments may offset a portion of changes in income or expense, or changes in fair value of the Company’s long-term debt. The interest rate swap instruments are designated and qualify as cash flow hedges under the criteria prescribed in ASC 815. The Company records these contracts at fair value on its balance sheet and gains or losses on these contracts are deferred in equity (as a component of comprehensive income (loss)).
The fair value of foreign currency forward exchange contracts is determined by using observable market transactions of spot and forward rates (i.e., Level 2 inputs) which is discussed further in Note 19. Additionally, netting provisions are provided for in existing International Swap and Derivative Association Inc. agreements in situations where the Company executes multiple contracts with the same counterparty. As a result, net assets or liabilities resulting from foreign exchange derivatives subject to these netting agreements are classified within other current assets or other current liabilities in the Company’s consolidated balance sheets.
The Company’s hedged interest rate transactions as of September 30, 2020 are expected to be recognized within four years. The fair value of interest rate swaps is based on dealer quotes of market rates (i.e., Level 2 inputs) which is discussed further in Note 19. Interest income or expense related to interest rate swaps is recognized in interest income (expense), net in the same period as the related expense is recognized. The ineffective portions of interest rate swaps are recognized in other income (expense) in the period measured.
The Company monitors its positions with, and the credit quality of, the financial institutions that are party to any of its financial transactions.
As of September 30, 2020, the Company had no outstanding hedge contracts and no deferred gains or losses in comprehensive loss related to foreign exchange hedging. As of September 30, 2019, the Company had no outstanding hedge contracts and no deferred gains or losses in comprehensive loss related to foreign exchange hedging.
As of September 30, 2020, the Company had outstanding $820 million in pay-fixed receive-variable interest rate swaps with $29 million of unrealized deferred losses in comprehensive loss related to the interest rate swaps. As of September 30, 2019, the Company had outstanding $820 million in pay-fixed receive-variable interest rate swaps with $8 million of unrealized deferred losses in comprehensive income related to the interest rate swaps.
The Company recorded realized pre-tax losses of $4 million related to its foreign currency forward exchange contracts in the consolidated statement of operations as other expense for the fiscal year ended September 30, 2020. The Company recorded realized pre-tax gains of $3 million related to its foreign currency forward exchange contracts in the consolidated statement of operations as other income for the fiscal year ended September 30, 2019.
The unrealized pre-tax losses of the Company’s derivative interest rate swaps designated as cash flow hedges recorded in other comprehensive income during the fiscal year ended September 30, 2020 were $27 million. The unrealized pre-tax losses of the Company’s derivative interest rate swaps designated as cash flow hedges recorded in other comprehensive loss during the fiscal year ended September 30, 2019 were $11 million.
The following is a summary of amounts recorded in the consolidated balance sheets pertaining to the Company’s derivative instruments at September 30, 2020 and September 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020 (a)
|
|
September 30, 2019 (b)
|
|
(in millions)
|
Other noncurrent assets
|
$
|
—
|
|
|
$
|
2
|
|
Other noncurrent liabilities
|
(38)
|
|
|
(13)
|
|
______________________________________
(a)$38 million of interest rate swaps in liability positions.
(b)$2 million and $13 million of interest rate swaps in asset and liability positions, respectively.
17. Segment Information
As discussed more fully in Note 1, based on the nature of its products and services, the Company classifies its business interests into two fundamental operations: Recorded Music and Music Publishing, which also represent the reportable segments of the Company. Information as to each of these operations is set forth below. The Company evaluates performance based on several factors, of which the primary financial measure is operating income (loss) before non-cash depreciation of tangible assets and non-cash amortization of intangible assets (“OIBDA”). The Company has supplemented its analysis of OIBDA results by segment with an analysis of operating income (loss) by segment.
The accounting policies of the Company’s business segments are the same as those described in the summary of significant accounting policies included elsewhere herein. The Company accounts for intersegment sales at fair value as if the sales were to third parties. While intercompany transactions are treated like third-party transactions to determine segment performance, the revenues (and corresponding expenses recognized by the segment that is counterparty to the transaction) are eliminated in consolidation, and therefore, do not themselves impact consolidated results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded
Music
|
|
Music
Publishing
|
|
Corporate
expenses and
eliminations
|
|
Total
|
|
(in millions)
|
2020
|
|
|
|
|
|
|
|
Revenues
|
$
|
3,810
|
|
|
$
|
657
|
|
|
$
|
(4)
|
|
|
$
|
4,463
|
|
Operating income (loss)
|
175
|
|
|
81
|
|
|
(485)
|
|
|
(229)
|
|
Amortization of intangible assets
|
119
|
|
|
71
|
|
|
—
|
|
|
190
|
|
Depreciation of property, plant and equipment
|
55
|
|
|
5
|
|
|
11
|
|
|
71
|
|
OIBDA
|
349
|
|
|
157
|
|
|
(474)
|
|
|
32
|
|
Total assets
|
2,483
|
|
|
2,656
|
|
|
1,271
|
|
|
6,410
|
|
Capital expenditures
|
28
|
|
|
1
|
|
|
56
|
|
|
85
|
|
2019
|
|
|
|
|
|
|
|
Revenues
|
$
|
3,840
|
|
|
$
|
643
|
|
|
$
|
(8)
|
|
|
$
|
4,475
|
|
Operating income (loss)
|
439
|
|
|
92
|
|
|
(175)
|
|
|
356
|
|
Amortization of intangible assets
|
139
|
|
|
69
|
|
|
—
|
|
|
208
|
|
Depreciation of property, plant and equipment
|
45
|
|
|
5
|
|
|
11
|
|
|
61
|
|
OIBDA
|
623
|
|
|
166
|
|
|
(164)
|
|
|
625
|
|
Total assets
|
2,217
|
|
|
2,581
|
|
|
1,219
|
|
|
6,017
|
|
Capital expenditures
|
29
|
|
|
3
|
|
|
72
|
|
|
104
|
|
2018
|
|
|
|
|
|
|
|
Revenues
|
$
|
3,360
|
|
|
$
|
653
|
|
|
$
|
(8)
|
|
|
$
|
4,005
|
|
Operating income (loss)
|
307
|
|
|
84
|
|
|
(174)
|
|
|
217
|
|
Amortization of intangible assets
|
138
|
|
|
68
|
|
|
—
|
|
|
206
|
|
Depreciation of property, plant and equipment
|
35
|
|
|
7
|
|
|
13
|
|
|
55
|
|
OIBDA
|
480
|
|
|
159
|
|
|
(161)
|
|
|
478
|
|
Capital expenditures
|
20
|
|
|
3
|
|
|
51
|
|
|
74
|
|
Revenues relating to operations in different geographical areas are set forth below for the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018. Total long-lived assets relating to operations in different geographical areas, which consist of property, plant and equipment, net and operating lease right-of-use assets, net, are set forth below as of September 30, 2020 and September 30, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
Revenues
|
|
Long-lived Assets
|
|
Revenues
|
|
Long-lived Assets
|
|
Revenues
|
|
(in millions)
|
United States
|
$
|
1,934
|
|
|
$
|
426
|
|
|
$
|
1,956
|
|
|
$
|
201
|
|
|
$
|
1,754
|
|
United Kingdom
|
551
|
|
|
49
|
|
|
596
|
|
|
20
|
|
|
593
|
|
All other territories
|
1,978
|
|
|
129
|
|
|
1,923
|
|
|
79
|
|
|
1,658
|
|
Total
|
$
|
4,463
|
|
|
$
|
604
|
|
|
$
|
4,475
|
|
|
$
|
300
|
|
|
$
|
4,005
|
|
Customer Concentration
In the fiscal year ended September 30, 2020, the Company had two customers, Spotify and Apple, that individually represented 10% or more of total revenues, whereby Spotify represented 17%, and Apple represented 14% of total revenues. In the fiscal year ended September 30, 2019, the Company had two customers, Spotify and Apple, that individually represented 10% or more of total revenues, whereby Spotify represented 14%, and Apple represented 13% of total revenues. In the fiscal year ended September 30, 2018, the Company had two customers, Apple and Spotify, that individually represented 10% or more of total revenues, whereby Apple represented 15%, and Spotify represented 14% of total revenues. These customers’ revenues are included in both the Company’s Recorded Music and Music Publishing segments and the Company expects that the Company’s license agreements with these customers will be renewed in the normal course of business.
18. Additional Financial Information
Cash Interest and Taxes
The Company made interest payments of approximately $128 million, $138 million and $148 million during the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, respectively. The Company paid approximately $81 million, $63 million and $49 million of income and withholding taxes, net of refunds, for the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, respectively.
Dividends
The Company’s ability to pay dividends may be restricted by covenants in certain of the indentures governing its notes and in the credit agreements for the Senior Term Loan Facility and the Revolving Credit Facility.
In the first quarter of fiscal year 2019, the Company instituted a regular quarterly dividend policy whereby it intended to pay a modest regular quarterly dividend in each of the first three fiscal quarters and a variable dividend for the fourth fiscal quarter in an amount commensurate with cash expected to be generated from operations in such fiscal year, in each case, after taking into account other potential uses for cash, including acquisitions, investment in our business and repayment of indebtedness. In connection with the IPO, the Company amended its dividend policy whereby it intends to pay quarterly cash dividends to holders of its Class A Common Stock and Class B Common Stock. The Company paid the first dividend under this policy of $0.12 per share in September 2020. The declaration of each dividend will continue to be at the discretion of the Company’s board of directors and will depend on the Company’s financial condition, earnings, liquidity and capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions and any other factors that the Company’s board of directors deems relevant in making such a determination. Therefore, there can be no assurance that the Company will pay any dividends to holders of the Company’s common stock, or as to the amount of any such dividends.
Prior to the completion of the IPO, in fiscal 2020 the Company paid an aggregate of $281 million in cash dividends to common stockholders, $75 million of which was declared by the Company’s board of directors in fiscal 2020 and $206 million of which was declared by the Company’s board of directors in fiscal 2019 and recorded as an accrual as of September 30, 2019. On August 14, 2020, the Company’s board of directors declared a cash dividend of $0.12 per share on the Company’s Class A Common Stock and Class B Common Stock, as well as related payments under certain stock-based compensation plans which was paid on September 1, 2020.
For fiscal year 2020, the Company paid an aggregate of $344 million in cash dividends to stockholders and participating security holders. For fiscal year 2019, the Company paid an aggregate of $94 million in cash dividends to stockholders. For fiscal year 2018, the Company paid an aggregate of $925 million in cash dividends to stockholders, which reflected proceeds from the sale of Spotify shares acquired in the ordinary course of business.
On November 13, 2020, the Company’s board of directors declared a cash dividend of $0.12 per share on the Company’s Class A Common Stock and Class B Common Stock, as well as related payments under certain stock-based compensation plans, payable on December 1, 2020 to stockholders of record as of the close of business on November 24, 2020.
COVID-19 Pandemic
On March 11, 2020, the COVID-19 outbreak was declared a global pandemic by the World Health Organization. Government-imposed mandates limiting public assembly and restrictions on non-essential businesses have adversely impacted the Company’s operations, including touring and physical product distribution, for the fiscal year ended September 30, 2020. It is unclear how long government-imposed mandates and restrictions will last and to what extent the global pandemic will impact demand for the Company’s music and related services, even as federal, state, local and foreign governments start to lift restrictions.
The Company is not presently aware of any events or circumstances arising from the global pandemic that would require us to update any estimates, judgments or materially revise the carrying value of our assets or liabilities. The Company’s estimates may change, however, as new events occur and additional information is obtained, and any such changes will be recognized in the consolidated financial statements. Actual results could differ from estimates, and any such differences may be material to our consolidated financial statements.
Spotify Share Sale
During the fiscal year ended September 30, 2018, the Company sold all of its shares of common stock in Spotify Technology S.A. (“Spotify”) for cash proceeds of $504 million. In February 2016, the Company publicly announced that it would pay royalties in connection with these proceeds. The sale of shares resulted in an estimated pre-tax gain, net of the estimated royalty expense and other related costs, of $382 million, which was recorded as other income (expense) for the fiscal year ended September 30, 2018. As of September 30, 2018, the estimated royalty expense and other related costs had been accrued, and were subsequently paid. The processing of the royalty expense resulted in advance recoveries of previously expensed royalty advances. The Company calculated the advance recoveries to be $12 million, and recorded these advance recoveries as a credit within operating expense for the fiscal year ended September 30, 2018. The Company also recorded estimated tax expense of $77 million associated with the net income on the sale of shares in fiscal year ended September 30, 2018.
Additionally, the cash proceeds received in connection with the sale of shares have been reflected as an investing activity on the statement of cash flows within proceeds from the sale of investments for the fiscal year ended September 30, 2018.
19. Fair Value Measurements
ASC 820, Fair Value Measurement (“ASC 820”) defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.
In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
•Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
•Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques.
In accordance with the fair value hierarchy, described above, the following table shows the fair value of the Company’s financial instruments that are required to be measured at fair value as of September 30, 2020 and September 30, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements as of September 30, 2020
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
|
(in millions)
|
Other Current Liabilities:
|
|
|
|
|
|
|
|
Contractual Obligations (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2)
|
|
|
$
|
(2)
|
|
Other Noncurrent Assets:
|
|
|
|
|
|
|
|
Equity Method Investment (c)
|
—
|
|
|
47
|
|
|
—
|
|
|
47
|
|
|
|
|
|
|
|
|
|
Other Noncurrent Liabilities:
|
|
|
|
|
|
|
|
Contractual Obligations (a)
|
—
|
|
|
—
|
|
|
(4)
|
|
|
(4)
|
|
Interest Rate Swaps (b)
|
—
|
|
|
(38)
|
|
|
—
|
|
|
(38)
|
|
Total
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
(6)
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements as of September 30, 2019
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
|
(in millions)
|
Other Current Liabilities:
|
|
|
|
|
|
|
|
Contractual Obligations (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9)
|
|
|
$
|
(9)
|
|
Other Noncurrent Assets:
|
|
|
|
|
|
|
|
Equity Method Investment (c)
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
Interest Rate Swap
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Other Noncurrent Liabilities:
|
|
|
|
|
|
|
|
Interest Rate Swap
|
—
|
|
|
(13)
|
|
|
—
|
|
|
(13)
|
|
Total
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
(9)
|
|
|
$
|
20
|
|
______________________________________
(a)This represents purchase obligations and contingent consideration related to the Company’s various acquisitions. This is based on a probability weighted performance approach and it is adjusted to fair value on a recurring basis and any adjustments are included as a component of operating income in the consolidated statements of operations. These amounts were mainly calculated using unobservable inputs such as future earnings performance of the Company’s various acquisitions and the expected timing of the payment.
(b)The fair value of the interest rate swaps is based on dealer quotes of market forward rates and reflects the amount that the Company would receive or pay as of September 30, 2020 for contracts involving the same attributes and maturity dates.
(c)The fair value of equity method investment represents an equity method investment acquired in fiscal 2019 whereby the Company has elected the fair value option under ASC 825, Financial Instruments (“ASC 825”). The valuation is based upon quoted prices in active markets and model-based valuation techniques to determine fair value.
The following table reconciles the beginning and ending balances of net liabilities classified as Level 3:
|
|
|
|
|
|
|
Total
|
|
(in millions)
|
Balance at September 30, 2019
|
$
|
(9)
|
|
Additions
|
(6)
|
|
Reductions
|
7
|
|
Payments
|
2
|
|
Balance at September 30, 2020
|
$
|
(6)
|
|
Additions to net liabilities during the fiscal year ended September 30, 2020 relate to contingent consideration of $6 million recognized in connection with an acquisition in August 2020 and represent a non-cash investing activity for fiscal year ended September 30, 2020.
The majority of the Company’s non-financial instruments, which include goodwill, intangible assets, inventories and property, plant and equipment, are not required to be re-measured to fair value on a recurring basis. These assets are evaluated for impairment if certain triggering events occur. If such evaluation indicates that impairment exists, the asset is written down to its fair value. In addition, an impairment analysis is performed at least annually for goodwill and indefinite-lived intangible assets.
Equity Investments Without Readily Determinable Fair Value
The Company evaluates its equity investments without readily determinable fair values for impairment if factors indicate that a significant decrease in value has occurred. The Company has elected to use the measurement alternative to fair value that will allow these investments to be recorded at cost, less impairment, and adjusted for subsequent observable price changes. The Company did not record any impairment charges on these investments during the fiscal year ended September 30, 2020. In addition, there were no observable price changes events that were completed during the fiscal year ended September 30, 2020.
Fair Value of Debt
Based on the level of interest rates prevailing at September 30, 2020, the fair value of the Company’s debt was $3.137 billion. Based on the level of interest rates prevailing at September 30, 2019, the fair value of the Company’s debt was $3.080 billion. The fair value of the Company’s debt instruments is determined using quoted market prices from less active markets or by using quoted market prices for instruments with identical terms and maturities; both approaches are considered a Level 2 measurement.
20. Subsequent Events
Additional 3.000% Senior Secured Notes
On November 2, 2020, Acquisition Corp. issued and sold $250 million of additional 3.000% Senior Secured Notes (the “Additional Notes”). Interest on the Additional Notes will accrue at the rate of 3.000% per annum and will be payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2021. Acquisition Corp. has the option to repurchase all or a portion of the Additional Notes at any time on one or more occasions on or prior to the fifth business day after December 18, 2020 (the “Special Optional Redemption Election Date”) by giving notice at least five business days prior to such time at the special optional redemption price equal to the issue price of the Additional Notes (excluding accrued interest for the period prior to the settlement date) plus 1% of the principal amount thereof together with accrued and unpaid interest on such Additional Notes from August 12, 2020 (or the most recent interest payment date on which interest was paid) to but excluding the redemption date. The Additional Notes are not initially fungible with the 3.000% Senior Secured Notes issued on August 12, 2020 (the “Original Notes”). To the extent that any Additional Notes remain outstanding following the Special Optional Redemption Election Date, Acquisition Corp. will cause the Additional Notes to bear the same CUSIP and ISIN numbers as the Original Notes (the “CUSIP Merger Event”). Until the CUSIP Merger Event, the Additional Notes will have identical terms as the Original Notes (other than the issue date, the issue price and the special optional redemption provision). After the CUSIP Merger Event, the Additional Notes will have identical terms as (other than the issue date and the issue price), and will be fungible with, and be treated as a single series of senior secured debt securities with, the Original Notes.
The proceeds of the issuance and sale of the aforementioned Additional Notes, in conjunction with cash on hand of approximately $90 million, were used to fund two acquisitions of music and music-related assets for aggregate cash consideration of $338 million. With the closing of these transactions, Acquisition Corp. does not intend to exercise the option to repurchase any of the Additional Notes on or prior to the Special Optional Redemption Election Date and, following the CUSIP Merger Event, the Additional Notes will be fungible with, and be treated as a single series of senior secured debt securities with, the Original Notes.
WARNER MUSIC GROUP CORP.
2020 QUARTERLY FINANCIAL INFORMATION
(unaudited)
The following table sets forth the quarterly information for Warner Music Group Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
September 30, 2020
|
|
June 30, 2020
|
|
March 31, 2020
|
|
December 31, 2019
|
|
(in millions, except share data)
|
Revenues
|
$
|
1,126
|
|
|
$
|
1,010
|
|
|
$
|
1,071
|
|
|
$
|
1,256
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
Cost of revenue
|
(606)
|
|
|
(527)
|
|
|
(535)
|
|
|
(665)
|
|
Selling, general and administrative expenses (a)
|
(383)
|
|
|
(869)
|
|
|
(538)
|
|
|
(379)
|
|
Amortization expense
|
(49)
|
|
|
(47)
|
|
|
(47)
|
|
|
(47)
|
|
Total costs and expenses
|
(1,038)
|
|
|
(1,443)
|
|
|
(1,120)
|
|
|
(1,091)
|
|
Operating income (expense)
|
88
|
|
|
(433)
|
|
|
(49)
|
|
|
165
|
|
Loss on extinguishment of debt
|
(34)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest expense, net
|
(29)
|
|
|
(32)
|
|
|
(33)
|
|
|
(33)
|
|
Other expense
|
(45)
|
|
|
(3)
|
|
|
(4)
|
|
|
(5)
|
|
(Loss) income before income taxes
|
(20)
|
|
|
(468)
|
|
|
(86)
|
|
|
127
|
|
Income tax benefit (expense)
|
21
|
|
|
(51)
|
|
|
12
|
|
|
(5)
|
|
Net income (loss)
|
1
|
|
|
(519)
|
|
|
(74)
|
|
|
122
|
|
Less: Income attributable to noncontrolling interest
|
(2)
|
|
|
(1)
|
|
|
—
|
|
|
(2)
|
|
Net (loss) income attributable to Warner Music Group Corp.
|
$
|
(1)
|
|
|
$
|
(520)
|
|
|
$
|
(74)
|
|
|
$
|
120
|
|
|
|
|
|
|
|
|
|
(a) Includes depreciation expense of:
|
$
|
(18)
|
|
|
$
|
(15)
|
|
|
$
|
(14)
|
|
|
$
|
(24)
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
Class A – Basic and Diluted
|
$
|
0.00
|
|
|
$
|
(1.03)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Class B – Basic and Diluted
|
$
|
0.00
|
|
|
$
|
(1.03)
|
|
|
$
|
(0.15)
|
|
|
$
|
0.24
|
|
Weighted average common shares:
|
|
|
|
|
|
|
|
Class A – Basic and Diluted
|
87,280,769
|
|
20,307,692
|
|
—
|
|
—
|
Class B – Basic and Diluted
|
422,719,231
|
|
483,796,267
|
|
501,991,944
|
|
501,991,944
|
Quarterly operating results can be disproportionately affected by a particularly strong or weak quarter. Therefore, these quarterly operating results are not necessarily indicative of the results that may be expected for the full fiscal year.
WARNER MUSIC GROUP CORP.
2019 QUARTERLY FINANCIAL INFORMATION
(unaudited)
The following table sets forth the quarterly information for Warner Music Group Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
September 30, 2019
|
|
June 30, 2019
|
|
March 31, 2019
|
|
December 31, 2018
|
|
(in millions, except share data)
|
Revenues
|
$
|
1,124
|
|
|
$
|
1,058
|
|
|
$
|
1,090
|
|
|
$
|
1,203
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
Cost of revenue
|
(639)
|
|
|
(577)
|
|
|
(559)
|
|
|
(626)
|
|
Selling, general and administrative expenses (a)
|
(408)
|
|
|
(372)
|
|
|
(354)
|
|
|
(376)
|
|
Amortization expense
|
(48)
|
|
|
(51)
|
|
|
(55)
|
|
|
(54)
|
|
Total costs and expenses
|
(1,095)
|
|
|
(1,000)
|
|
|
(968)
|
|
|
(1,056)
|
|
Operating income
|
29
|
|
|
58
|
|
|
122
|
|
|
147
|
|
Loss on extinguishment of debt
|
—
|
|
|
(4)
|
|
|
—
|
|
|
(3)
|
|
Interest expense, net
|
(34)
|
|
|
(36)
|
|
|
(36)
|
|
|
(36)
|
|
Other income (expense)
|
19
|
|
|
(16)
|
|
|
29
|
|
|
28
|
|
Income before income taxes
|
14
|
|
|
2
|
|
|
115
|
|
|
136
|
|
Income tax benefit (expense)
|
77
|
|
|
12
|
|
|
(48)
|
|
|
(50)
|
|
Net income
|
91
|
|
|
14
|
|
|
67
|
|
|
86
|
|
Less: Income attributable to noncontrolling interest
|
(1)
|
|
|
(1)
|
|
|
—
|
|
|
—
|
|
Net income attributable to Warner Music Group Corp.
|
$
|
90
|
|
|
$
|
13
|
|
|
$
|
67
|
|
|
$
|
86
|
|
|
|
|
|
|
|
|
|
(a) Includes depreciation expense of:
|
$
|
(18)
|
|
|
$
|
(15)
|
|
|
$
|
(14)
|
|
|
$
|
(14)
|
|
|
|
|
|
|
|
|
|
Net income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
Class A – Basic and Diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Class B – Basic and Diluted
|
$
|
0.18
|
|
|
$
|
0.03
|
|
|
$
|
0.13
|
|
|
$
|
0.17
|
|
Weighted average common shares:
|
|
|
|
|
|
|
|
Class A – Basic and Diluted
|
—
|
|
—
|
|
—
|
|
—
|
Class B – Basic and Diluted
|
501,991,944
|
|
501,991,944
|
|
501,991,944
|
|
501,991,944
|
Quarterly operating results can be disproportionately affected by a particularly strong or weak quarter. Therefore, these quarterly operating results are not necessarily indicative of the results that may be expected for the full fiscal year.