Discovery, Inc. Reports First Quarter 2018 Results

May 8, 2018 7:00 AM EDT

SILVER SPRING, Md., May 8, 2018 /PRNewswire/ -- Discovery, Inc. ("Discovery" or the "Company") (NASDAQ: DISCA, DISCB, DISCK) today reported financial results for the first quarter ended March 31, 2018.

"The first quarter of 2018 was a historic and pivotal period for Discovery. We closed on our transaction to acquire Scripps Networks Interactive, becoming the global leader in real life entertainment and home to an enhanced portfolio of quality and trusted enthusiast brands," said David Zaslav, President and Chief Executive Officer for Discovery. "As our industry continues to evolve, we are uniquely positioned to maximize the value of our traditional pay-TV business while driving new opportunities and growth from our digital and direct to consumer businesses around the world."

First Quarter ResultsFirst quarter 2018 revenues of $2,307 million increased 43% on a reported basis compared with the prior year quarter. Excluding the impact of foreign currency transactions and the Scripps Networks Interactive ("Scripps"), The Enthusiast Network ("VTEN") and the Oprah Winfrey Network ("OWN") transactions (collectively, "the Transactions")(1), revenues increased 14%, as International Networks grew 28% and U.S. Networks grew 3%. On a Pro Forma(2) basis, excluding the impact of foreign currency fluctuations, total company first quarter revenues grew 10%, as International Networks grew 26% and U.S. Networks grew 2%.

First quarter Adjusted Operating Income Before Depreciation and Amortization ("Adjusted OIBDA")(3) increased 16% to $697 million on a reported basis, and excluding the impact of the Transactions and foreign currency fluctuations, Adjusted OIBDA decreased 9%, as 3% growth at U.S. Networks was more than offset by a 37% decline at International Networks, primarily due to the timing of costs associated with the Olympics. On a Pro Forma basis, excluding the impact of foreign currency, total company first quarter Adjusted OIBDA declined 6%, as U.S. Networks' Adjusted OIBDA grew 1% and International Networks decreased 30%, primarily due to the timing of costs associated with the Olympics.

First quarter net income available to Discovery, Inc. ("DCI Net Income") decreased to a loss of $8 million compared with $215 million in the prior year quarter primarily due to lower operating results, higher restructuring charges, other transaction costs associated with the acquisition of Scripps and higher interest expense, which were partially offset by a tax benefit in the first quarter of 2018 versus an expense in the prior year and the debt extinguishment charge last year. Diluted earnings per share(4) decreased to $(0.01) due to lower DCI Net Income. Adjusted Earnings Per Diluted Share ("Adjusted EPS")(3),(4), which excludes the impact of amortization of acquisition-related intangible assets, net of tax was $0.16. Adjusted EPS excluding restructuring costs and other Scripps related transaction costs, primarily legal and financial fees from legacy Scripps, was $0.53, and included $226 million (or $0.37 per share) of after-tax restructuring costs and other transaction costs.

(1)

The Transactions refer to the Company's acquisition of Scripps on March 6, 2018, acquisition of a controlling interest in OWN on November 30, 2017 and the contribution of businesses from VTEN on September 25, 2017. Note the Transactions do not take into account any other items such as foreign exchange.

(2)

Pro Forma is defined as the results of the Company as if the Transactions had occurred on January 1, 2017. Refer to page 6 for full list of Pro Forma adjustments and to page 10 for Pro Forma operating results.

(3)

See full definitions of Adjusted OIBDA and Adjusted EPS on page 5.

(4)

All per share amounts are calculated using DCI Net Income. Refer to table on page 16 for the full schedule.

Free cash flow(1) decreased to $112 million for the first quarter of 2018 as cash flow from operations decreased to $160 million while capital expenditures of $48 million were relatively consistent with the prior year. First quarter cash flow from operations decreased primarily due to higher interest payments as well as transaction and integration costs associated with the acquisition of Scripps.

SEGMENT RESULTS

Total Company

(dollars in millions)

Three Months Ended March 31,

2018

2017

Change

Revenues:

U.S. Networks

$

1,174

$

829

42

%

International Networks

1,098

747

47

%

Education and Other

35

37

(5)

%

Corporate and Inter-Segment Eliminations

 NM

Total revenues

$

2,307

$

1,613

43

%

Adjusted OIBDA:

U.S. Networks

$

652

$

501

30

%

International Networks

137

194

(29)

%

Education and Other

3

(6)

 NM

Corporate and Inter-Segment Eliminations

(95)

(86)

(10)

%

Total Adjusted OIBDA

$

697

$

603

16

%

U.S. Networks

(dollars in millions)

Three Months Ended March 31,

2018

2017

Change

Revenues:

Distribution

$

514

$

408

26

%

Advertising

627

405

55

%

Other

33

16

NM

Total revenues

$

1,174

$

829

42

%

Adjusted OIBDA

$

652

$

501

30

%

U.S. Networks' revenues for the first quarter of 2018 increased 42% to $1,174 million on a reported basis compared with the prior year quarter. Excluding the impact of the Transactions, revenues increased 3%, as distribution and advertising revenues grew 2% and 4%, respectively. On a Pro Forma basis, U.S. Networks' revenues for the first quarter grew 2%, driven by 2% distribution growth and 2% advertising growth. Distribution revenue growth was driven by increases in affiliate fee rates, partially offset by a decline in affiliate subscribers. On a Pro Forma basis, subscribers to our fully distributed networks declined 3% while subscribers to our total portfolio declined 5% in the quarter. The growth in Pro Forma advertising revenues was primarily driven by the continued monetization of digital content offerings as well as higher volumes, partially offset by lower linear delivery.

(1)

Free cash flow is defined as cash provided by operating activities less purchases of property and equipment.

NM: Not Meaningful

Operating expenses for U.S. Networks on a reported basis increased 59% to $522 million compared with the prior year quarter. Excluding the impact of the Transactions, operating expenses increased 2%, as costs of revenues increased 3% and SG&A expenses declined 1%. On a Pro Forma basis, total operating expenses increased 3% as costs of revenues increased 7%, primarily attributable to higher content spending and digital media production costs, partially offset by a 3% decrease in SG&A expenses primarily due to reduced marketing spending.

U.S. Networks' Adjusted OIBDA increased 30% to $652 million compared with the prior year quarter. Excluding the impact of the Transactions, U.S. Networks' Adjusted OIBDA increased 3% and Pro Forma Adjusted OIBDA increased 1%.

International Networks

(dollars in millions)

Three Months Ended March 31,

2018

2017

Change

Revenues:

Distribution

$

537

$

447

20

%

Advertising

385

282

37

%

Other

176

18

NM

Total revenues

$

1,098

$

747

47

%

Adjusted OIBDA

$

137

$

194

(29)

%

International Networks' revenues for the first quarter of 2018 increased 47% to $1,098 million. Excluding the impact of the acquisition of Scripps and currency effects, International Networks' revenues increased 28%, driven by 10% growth in distribution revenues, 11% growth in advertising revenues and significant growth in other revenues. On a Pro Forma basis, excluding currency effects, International Networks' revenues increased 26%, driven by a 9% increase in distribution revenues, 11% growth in advertising revenues and a significant increase in other revenues. Pro Forma distribution revenue growth was primarily due to increases in digital revenue and higher contractual rates in Europe following further investment in sports content, contributions from content deliveries under licensing agreements in Asia and increases in rates in Latin America, partially offset by decreases in subscribers in Latin America and decreases in contractual rates in Asia. Pro Forma advertising revenues increased primarily due to increases in pricing and volume across key markets in Europe and increases in ratings from coverage of the Olympics, partially offset by lower pricing and delivery in Latin America and Asia. The significant growth in other revenues is primarily due to sublicensing of Olympics sports rights to broadcast networks throughout Europe.

Operating expenses for International Networks on a reported basis increased 74% compared with the prior year quarter. Excluding the impact of the acquisition of Scripps and foreign currency exchange rates, operating expenses increased 51% as costs of revenues increased 66% and SG&A increased 17%. On a Pro Forma basis, excluding currency effects, operating expenses increased 44% as costs of revenues increased 58% and SG&A increased 15%, with all cost increases primarily due to the timing of costs associated with the Olympics.

International Networks' Adjusted OIBDA decreased 29% to $137 million. Excluding the impact of the acquisition of Scripps and currency effects, International Networks' Adjusted OIBDA decreased 37%, while on a Pro Forma basis, excluding currency effects, Adjusted OIBDA declined 30% primarily due to the timing of revenues versus costs associated with the Olympics.

NM: Not Meaningful

Education and Other

(dollars in millions)

Three Months Ended March 31,

2018

2017

Change

Revenues

$

35

$

37

(5)%

Adjusted OIBDA

$

3

$

(6)

NM

Education and Other revenues for the first quarter of 2018 decreased $2 million and Adjusted OIBDA increased $9 million, both primarily due to the sale of the Raw and Betty production studios on April 29, 2017.

Corporate and Inter-Segment EliminationsAdjusted OIBDA for the first quarter of 2018 declined 10% primarily due to increased personnel costs following the consolidation of Scripps. Excluding the impact of the Transactions and the impact of foreign currency fluctuations, Adjusted OIBDA decreased 8% due to increased cloud playout costs and personnel related to data analytics and information security. On a Pro Forma basis, excluding currency effects, Adjusted OIBDA decreased 2% compared with the prior year quarter.

OTHER ITEMS

Scripps Networks Interactive, Inc.On March 6, 2018, Discovery merged with Scripps pursuant to the Agreement and Plan of Merger by and among Discovery, Scripps and Skylight Merger Sub, Inc. dated July 30, 2017. The merger consideration consisted of: (i) for Scripps shareholders who did not make an election or elected the mixed consideration, $65.82 in cash and 1.0584 shares of Discovery Series C common stock for each Scripps share, (ii) for Scripps shareholders that elected the cash consideration, $90.00 in cash for each Scripps share, and (iii) for Scripps shareholders that elected the stock consideration, 3.9392 shares of Discovery Series C common stock for each Scripps share, in accordance with the terms and conditions set forth in the merger agreement.

Discovery EducationOn April 30, 2018, the Company closed the previously announced sale of a controlling equity stake in its Education business to Francisco Partners for cash of $120 million, and will be unconsolidated as of this date. The Company will retain a 12.5% equity interest and license the Discovery Education brand to the business.

FULL YEAR 2018 OUTLOOK(1)

Discovery will provide forward-looking guidance in connection with this quarterly earnings announcement on its quarterly earnings conference call and webcast referenced hereafter.

(1)

Discovery is unable to provide a reconciliation of the forward-looking guidance to GAAP measures as, at this time, Discovery cannot determine all of the adjustments that would be required.

NM: Not Meaningful

NON-GAAP FINANCIAL MEASURES

In addition to the results prepared in accordance with U.S. generally accepted accounting principles ("GAAP") provided in this release, the Company has presented Adjusted OIBDA, Adjusted EPS and free cash flow. These non-GAAP measures should be considered in addition to, but not as a substitute for, operating income, net income, earnings per diluted share and other measures of financial performance reported in accordance with GAAP.  Please review the supplemental financial schedules beginning on page 15 for reconciliations to the most comparable GAAP measures.

Adjusted OIBDA and Adjusted OIBDA Excluding the Impact of Currency EffectsThe Company evaluates the operating performance of its segments based on financial measures such as revenues and Adjusted OIBDA. Adjusted OIBDA is defined as operating income excluding: (i) mark-to-market share-based compensation, (ii) depreciation and amortization, (iii) restructuring and other charges, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations related to production studios, and (vii) third-party transaction costs directly related to the acquisition of Scripps Networks and planned integration.

The Company uses Adjusted OIBDA to assess the operating results and performance of its segments, perform analytical comparisons, identify strategies to improve performance and allocate resources to each segment. The Company believes Adjusted OIBDA is relevant to investors because it allows them to analyze the operating performance of each segment using the same metric management uses. The Company excludes mark-to-market share-based compensation, depreciation and amortization, restructuring and other charges, certain impairment charges, gains and losses on business and asset dispositions, certain inter-segment eliminations related to production studios, and third-party transaction costs directly related to the acquisition of Scripps and planned integration from the calculation of Adjusted OIBDA due to their impact on comparability between periods. Refer to the comments that follow for our methodology for calculating growth rates excluding the impact of currency effects.

Adjusted EPS and Adjusted EPS Excluding the Impact of Currency EffectsAdjusted EPS is defined as earnings excluding the impact of amortization of acquisition-related intangible assets per diluted share. The Company believes Adjusted EPS is relevant to investors because this metric allows them to evaluate the performance of the Company's operations exclusive of the non-cash amortization of acquisition-related intangible assets that impact the comparability of results from period to period. Refer to the comments that follow for our methodology for calculating growth rates excluding the impact of currency effects.

Methodology for Calculating Growth Rates Excluding the Impact of Currency EffectsThe impact of exchange rates on our business is an important factor in understanding period-to-period comparisons of our results. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S dollar strengthens relative to other foreign currencies. We believe the presentation of results on a constant currency basis ("ex-FX"), in addition to results reported in accordance with GAAP, provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of results on a constant currency basis should be considered in addition to, but not a substitute for, measures of financial performance reported in accordance with GAAP.

The ex-FX change represents the percentage change on a period-over-period basis adjusted for foreign currency impacts. The ex-FX change is calculated as the difference between the current year amounts translated at a baseline rate (which is based on a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process) (the "2018 Baseline Rate") and the prior year amounts translated at the same 2018 Baseline Rate. In addition, consistent with the assumption of a constant currency environment, our ex-FX results exclude the impact of our foreign currency hedging activities as well as realized and unrealized foreign currency transaction gains and losses. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies.

Free Cash FlowThe Company defines free cash flow as cash provided by operating activities less acquisitions of property and equipment. The Company uses free cash flow as it believes it is an important indicator for management and investors of the Company's liquidity, including its ability to reduce debt, make strategic investments and return capital to stockholders.

Pro Forma AdjustmentsThe total company, U.S. Networks, International Networks and Corporate and inter-segment eliminations Pro Forma information is based on the historical operating results of the respective businesses as applicable to each segment and includes adjustments directly attributable to the Transactions as if they had occurred on January 1, 2017, such as:

  1. The impact of the purchase price allocation of consideration transferred to the fair value of assets, liabilities, and noncontrolling interests, such as intangible amortization;
  2. Adjustments to remove items associated with the Transactions that will not have a continuing impact on the combined entity, such as transaction costs and the impact of employee retention agreements; and
  3. Changes to align accounting policies.

Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. Pro Forma amounts are not necessarily indicative of what our results would have been had we operated the acquired businesses since January 1, 2017, and should not be taken as indicative of the Company's future consolidated results of operations.

Conference Call InformationDiscovery, Inc. will host a conference call today, May 8, 2018 at 8:30 a.m. ET to discuss its first quarter results. To listen to the call, visit https://corporate.discovery.com or dial 1-844-452-2811 inside the U.S. and 1-574-990-9832 outside of the U.S., using the passcode: DISCA.

Cautionary Statement Concerning Forward-Looking StatementsThis press release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties and on information available to the Company as of the date hereof. The Company's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in its Annual Report on Form 10-K filed with the SEC on February 28, 2018. Forward-looking statements include statements regarding the Company's expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as "anticipate," "believe," "could," "continue," "estimate," "expect," "intend," "may," "should," "will" and "would" or similar words. Forward-looking statements in this release include, without limitation, statements regarding investing in the Company's programming, strategic growth initiatives, and the timing and effects of the Scripps acquisition and related transactions. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

DISCOVERY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in millions, except per share amounts)

Three Months Ended March 31,

2018

2017

Revenues:

Distribution

$

1,051

$

855

Advertising

1,012

687

Other

244

71

Total revenues

2,307

1,613

Costs and expenses:

Costs of revenues, excluding depreciation and amortization

1,060

607

Selling, general and administrative

609

415

Depreciation and amortization

193

80

Restructuring and other charges

241

24

Total costs and expenses

2,103

1,126

Operating income

204

487

Interest expense

(177)

(91)

Loss on extinguishment of debt

(54)

Loss from equity investees, net

(22)

(53)

Other expense, net

(22)

(13)

(Loss) income before income taxes

(17)

276

Income tax benefit (expense)

20

(55)

Net income

3

221

Net income attributable to noncontrolling interests

(5)

Net income attributable to redeemable noncontrolling interests

(6)

(6)

Net (loss) income available to Discovery, Inc.

$

(8)

$

215

Net (loss) income per share available to Discovery, Inc.

 Series A, B and C common stockholders:

Basic

$

(0.01)

$

0.37

Diluted(1)

$

(0.01)

$

0.37

Weighted average shares outstanding:

Basic

422

389

Diluted(1)

609

588

(1)

Diluted shares adjust for the potential dilution that would occur if common stock equivalents, including convertible preferred stock and share-based awards, were converted into common stock or exercised.

 

 

DISCOVERY, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited; in millions, except par value)

March 31, 2018

December 31, 2017

ASSETS

Current assets:

Cash and cash equivalents

$

812

$

7,309

Receivables, net

2,654

1,838

Content rights, net

419

410

Prepaid expenses and other current assets

636

434

Total current assets

4,521

9,991

Noncurrent content rights, net

3,323

2,213

Property and equipment, net

928

597

Goodwill, net

13,102

7,073

Intangible assets, net

10,825

1,770

Equity method investments, including note receivable

1,231

335

Other noncurrent assets

728

576

Total assets

$

34,658

$

22,555

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

283

$

277

Accrued liabilities

1,730

1,309

Deferred revenues

299

255

Current portion of debt

153

30

Total current liabilities

2,465

1,871

Noncurrent portion of debt

19,214

14,755

Deferred income taxes

1,994

319

Other noncurrent liabilities

972

587

Total liabilities

24,645

17,532

Redeemable noncontrolling interests

419

413

Equity:

Discovery, Inc. stockholders' equity:

Series A-1 convertible preferred stock: $0.01 par value;

 8 authorized; 8 shares issued

Series C-1 convertible preferred stock: $0.01 par value;

 6 authorized; 6 shares issued

Series A common stock: $0.01 par value;

 1,700 shares authorized; 159 and 157 shares issued

1

1

Series B convertible common stock: $0.01 par value;

100 shares authorized; 7 shares issued

Series C common stock: $0.01 par value;

 2,000 shares authorized; 524 and 383 shares issued

5

4

Additional paid-in capital

10,576

7,295

Treasury stock, at cost

(6,737)

(6,737)

Retained earnings

4,657

4,632

Accumulated other comprehensive loss

(613)

(585)

Total Discovery, Inc. stockholders' equity

7,889

4,610

     Noncontrolling interests

1,705

Total equity

9,594

4,610

Total liabilities and equity

$

34,658

$

22,555

 

 

DISCOVERY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in millions)

Three Months Ended March 31,

2018

2017

Operating Activities

Net income

$

3

$

221

Adjustments to reconcile net income to cash provided by operating activities:

Share-based compensation expense

15

21

Depreciation and amortization

193

80

Content expense and impairment

751

458

Equity in losses of investee companies and cash distributions

36

54

Deferred income taxes

(35)

(34)

Loss on extinguishment of debt

54

Other, net

67

3

Changes in operating assets and liabilities,

 net of acquisitions and dispositions:

Receivables, net

(36)

(44)

Content rights and payables, net

(698)

(474)

Accounts payable and accrued liabilities

(171)

(121)

Share-based compensation liabilities

(1)

Income taxes receivable and prepaid income taxes

(42)

48

Foreign currency and other, net

77

(10)

Cash provided by operating activities

160

255

Investing Activities

Business acquisitions, net of cash acquired

(8,565)

Payments for investments

(22)

(188)

Distributions from equity method investees

5

Purchases of property and equipment

(48)

(47)

Payments for derivative instruments, net

(42)

5

Other investing activities, net

2

1

Cash used in investing activities

(8,675)

(224)

Financing Activities

Commercial paper repayments, net

54

Borrowings under revolving credit facility

150

Borrowings under term loan agreements

2,000

Principal repayments of revolving credit facility

(125)

Borrowings from debt, net of discount and including premiums

659

Principal repayments of debt, including discount payment and

 premiums to par value

(650)

Principal repayments of capital lease obligations

(13)

(13)

Repurchases of stock

(200)

Cash settlement of common stock repurchase contracts

58

Distributions to redeemable noncontrolling interests

(2)

(3)

Share-based plan payments (proceeds), net

23

(8)

Borrowings under program financing line of credit

22

Other financing activities, net

(11)

(6)

Cash provided by (used in) financing activities

2,019

(84)

Effect of exchange rate changes on cash and cash equivalents

(1)

20

Net change in cash and cash equivalents

(6,497)

(33)

Cash and cash equivalents, beginning of period

7,309

300

Cash and cash equivalents, end of period

$

812

$

267

 

 

DISCOVERY, INC.SUPPLEMENTAL FINANCIAL DATAUNAUDITED SELECTED PRO FORMA FINANCIALS(1)(unaudited; amounts in millions)

TOTAL COMPANY REPORTED AND PRO FORMA FINANCIAL RESULTS

Three Months Ended March 31,

2018

2017

Actual Increase (Decrease)

Pro Forma Increase (Decrease)

Pro Forma Ex-FX(2)

Actual

Pro Forma Adjustments

Pro Forma

Actual

Pro Forma Adjustments

Pro Forma

$

%

$

%

%

Revenues:

   Distribution

$

1,051

$

177

$

1,228

$

855

$

278

$

1,133

$

196

23

%

$

95

8

%

5

%

   Advertising

1,012

425

1,437

687

642

1,329

325

47

%

108

8

%

5

%

   Other

244

21

265

71

36

107

173

NM

158

NM

NM

Total revenues

2,307

623

2,930

1,613

956

2,569

694

43

%

361

14

%

10

%

Costs of revenues, excluding depreciation and amortization

1,060

216

1,276

607

307

914

453

75

%

362

40

%

32

%

Selling, general and administrative

550

160

710

403

265

668

147

36

%

42

6

%

3

%

Adjusted OIBDA(3)

$

697

$

247

$

944

$

603

$

384

$

987

$

94

16

%

$

(43)

(4)

%

(6)

%

 

 

UNAUDITED RECONCILIATION OF REPORTED AND PROFORMA OPERATING INCOME TO ADJUSTED OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION

Three Months Ended March 31,

2018

2017

Actual Increase (Decrease)

Pro Forma Increase (Decrease)

Actual

Pro Forma Adjustments

Pro Forma

Actual

Pro Forma Adjustments

Pro Forma

$

%

$

%

Operating income

$

204

$

129

$

333

$

487

$

66

$

553

$

(283)

(58)

%

$

(220)

(40)

%

Restructuring and other charges

241

10

251

24

24

217

NM

227

NM

Depreciation and amortization

193

156

349

80

315

395

113

NM

(46)

(12)

%

Mark-to-market share-based compensation

3

3

12

12

(9)

(75)

%

(9)

(75)

%

Scripps transaction and integration costs

56

56

56

%

56

%

Adjusted OIBDA(3)

$

697

$

247

$

944

$

603

$

384

$

987

$

94

16

%

$

(43)

(4)

%

(1)

Pro Forma is defined as the results of the Company as if the Transactions had occurred on January 1, 2017. Refer to page 6 for full list of adjustments to Pro Forma results.

(2)

Refer to page 5 for our methodology for calculating growth rates excluding the impact of currency effects.

(3)

See full definition of Adjusted OIBDA on page 5.

NM: Not Meaningful

 

 

DISCOVERY, INC.SUPPLEMENTAL FINANCIAL DATAUNAUDITED PRO FORMA RECONCILIATION OF ADJUSTED OPERATING INCOME BEFOREDEPRECIATION AND AMORTIZATIONYEAR ENDED DECEMBER 2017(unaudited; amounts in millions)

U.S. NETWORKS REPORTED AND PRO FORMA FINANCIAL RESULTS

Three Months Ended March 31,

2018

2017

Actual Increase (Decrease)

Pro Forma Increase (Decrease)

Actual

Pro Forma Adjustments

Pro Forma

Actual

Pro Forma Adjustments

Pro Forma

$

%

$

%

Revenues:

   Distribution

$

514

$

156

$

670

$

408

$

251

$

659

$

106

26

%

$

11

2

%

   Advertising

627

356

983

405

561

966

222

55

%

17

2

%

   Other

33

7

40

16

23

39

17

NM

1

3

%

Total revenues

1,174

519

1,693

829

835

1,664

345

42

%

29

2

%

Costs of revenues, excluding depreciation and amortization

321

165

486

210

243

453

111

53

%

33

7

%

Selling, general and administrative

201

110

311

118

202

320

83

70

%

(9)

(3)

%

Adjusted OIBDA(3)

$

652

$

244

$

896

$

501

$

390

$

891

$

151

30

%

$

5

1

%

 

 

UNAUDITED RECONCILIATION OF U.S. NETWORKS' REPORTED AND PRO FORMA OPERATING INCOME TO ADJUSTED OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION

Three Months Ended March 31,

2018

2017

Actual Increase (Decrease)

Pro Forma Increase (Decrease)

Actual

Pro Forma Adjustments

Pro Forma

Actual

Pro Forma Adjustments

Pro Forma

$

%

$

%

Operating income

$

515

$

99

$

614

$

483

$

101

$

584

$

32

7

%

$

30

5

%

Depreciation and amortization

100

141

241

8

297

305

92

NM

(64)

(21)

%

Restructuring and other charges

34

8

42

4

4

30

NM

38

NM

Inter-segment eliminations

3

(4)

(1)

6

(8)

(2)

(3)

(50)

%

1

(50)

%

Adjusted OIBDA(2)

$

652

$

244

$

896

$

501

$

390

$

891

$

151

30

%

$

5

1

%

(1)

Pro Forma is defined as the results of the Company as if the Transactions had occurred on January 1, 2017. Refer to page 6 for full list of adjustments to Pro Forma results.

(2)

See full definition of Adjusted OIBDA on page 5.

NM: Not Meaningful

 

 

DISCOVERY, INC.SUPPLEMENTAL FINANCIAL DATAUNAUDITED SELECTED PRO FORMA FINANCIALS(1)(unaudited; amounts in millions)

INTERNATIONAL NETWORKS REPORTED AND PRO FORMA FINANCIAL RESULTS 

Three Months Ended March 31,

2018

2017

Actual Increase (Decrease)

Pro Forma Increase (Decrease)

Pro Forma Ex-FX(2)

Actual

Pro Forma Adjustments

Pro Forma

Actual

Pro Forma Adjustments

Pro Forma

$

%

$

%

%

Revenues:

   Distribution

$

537

$

21

$

558

$

447

$

27

$

474

$

90

20

%

$

84

18

%

9

%

   Advertising

385

69

454

282

81

363

103

37

%

91

25

%

11

%

   Other

176

14

190

18

13

31

158

NM

159

NM

NM

Total revenues

1,098

104

1,202

747

121

868

351

47

%

334

38

%

26

%

Costs of revenues, excluding depreciation and amortization

727

51

778

381

64

445

346

91

%

333

75

%

58

%

Selling, general and administrative

234

27

261

172

34

206

62

36

%

55

27

%

15

%

Adjusted OIBDA(3)

$

137

$

26

$

163

$

194

$

23

$

217

$

(57)

(29)

%

$

(54)

(25)

%

(30)

%

 

 

UNAUDITED RECONCILIATION OF INTERNATIONAL NETWORKS' OPERATING INCOME TO PRO FORMA ADJUSTED OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION

Three Months Ended March 31,

2018

2017

Actual Increase (Decrease)

Pro Forma Increase (Decrease)

Actual

Pro Forma Adjustments

Pro Forma

Actual

Pro Forma Adjustments

Pro Forma

$

%

$

%

Operating income

$

(31)

$

7

$

(24)

$

123

$

(1)

$

122

$

(154)

NM

$

(146)

NM

Depreciation and amortization

67

14

81

54

17

71

13

24

%

10

14

%

Inter-segment eliminations

1

3

4

7

7

1

NM

(3)

(43)

%

Restructuring and other charges

100

2

102

17

17

83

NM

85

NM

Adjusted OIBDA(3)

$

137

$

26

$

163

$

194

$

23

$

217

$

(57)

(29)

%

$

(54)

(25)

%

(1)

Pro Forma is defined as the results of the Company as if the Transactions had occurred on January 1, 2017. Refer to page 6 for full list of adjustments to Pro Forma results.

(2)

Refer to page 5 for our methodology for calculating growth rates excluding the impact of currency effects.

(3)

See full definition of Adjusted OIBDA on page 5.

NM: Not Meaningful

 

 

DISCOVERY, INC.SUPPLEMENTAL FINANCIAL DATAUNAUDITED SELECTED PRO FORMA FINANCIALS(1)(unaudited; amounts in millions)

CORPORATE AND INTER-SEGMENT ELIMINATIONS REPORTED AND PRO FORMA FINANCIAL RESULTS

Three Months Ended March 31,

2018

2017

Actual Increase (Decrease)

Pro Forma Increase (Decrease)

Pro Forma Ex-FX(2)

Actual

Pro Forma Adjustments

Pro Forma

Actual

Pro Forma Adjustments

Pro Forma

$

%

$

%

%

Revenues

$

$

$

$

$

$

$

%

$

%

%

Costs of revenues, excluding depreciation and amortization

1

1

1

%

1

NM

NM

Selling, general and administrative

94

23

117

86

29

115

8

9

%

2

2

%

1

%

Adjusted OIBDA(3)

$

(95)

$

(23)

$

(118)

$

(86)

$

(29)

$

(115)

$

(9)

(10)

%

$

(3)

3

%

2

%

 

 

UNAUDITED RECONCILIATION OF CORPORATE AND INTER-SEGMENT ELIMINATIONS' OPERATING INCOME TO PRO FORMA ADJUSTED OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION

Three Months Ended March 31,

2018

2017

Actual Increase (Decrease)

Pro Forma Increase (Decrease)

Actual

Pro Forma Adjustments

Pro Forma

Actual

Pro Forma Adjustments

Pro Forma

$

%

$

%

Operating loss

$

(285)

$

22

$

(263)

$

(117)

$

(34)

$

(151)

$

(168)

(144)

%

$

(112)

74

%

Mark-to-market share-based compensation

3

1

4

12

3

15

9

(75)

%

(11)

(73)

%

Depreciation and amortization

24

1

25

17

1

18

(7)

41

%

7

39

%

Restructuring and other charges

107

9

116

2

2

(105)

NM

114

NM

Scripps transaction and integration costs

56

(56)

(56)

%

%

Inter-segment eliminations

1

1

%

(1)

(100)

%

Adjusted OIBDA(3)

$

(95)

$

(23)

$

(118)

$

(86)

$

(29)

$

(115)

$

(9)

(10)

%

$

(3)

3

%

(1)

Pro Forma is defined as the results of the Company as if the Transactions had occurred on January 1, 2017. Refer to page 6 for full list of adjustments to Pro Forma results.

(2)

Refer to page 5 for our methodology for calculating growth rates excluding the impact of currency effects.

(3)

See full definition of Adjusted OIBDA on page 5.

NM: Not Meaningful

 

 

DISCOVERY, INC.SUPPLEMENTAL FINANCIAL DATAUNAUDITED SELECTED PRO FORMA FINANCIALS(1)YEAR ENDED DECEMBER 31, 2017(unaudited; amounts in millions)

2017 FULL YEAR REPORTED AND PRO FORMA FINANCIAL RESULTS

Year Ended December 31, 2017

Discovery Actual(2)

Pro Forma Adjustments(3)

Pro Forma(1)

Revenues:

   Distribution

$

3,072

$

2,678

$

5,750

   Advertising

3,474

1,090

4,564

   Other

327

150

476

Total revenues

6,873

3,918

10,790

Costs of revenues, excluding depreciation and amortization

2,655

1,388

4,043

Selling, general and administrative

1,686

1,006

2,693

Adjusted OIBDA(4)

$

2,531

$

1,523

$

4,055

 

 

UNAUDITED RECONCILIATION OF 2017 OPERATING INCOME TO PRO FORMA ADJUSTED OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION

Year Ended December 31, 2017

Discovery Actual(2)

Pro Forma Adjustments(3)

Pro Forma(1)

Operating income

$

713

$

332

$

1,045

Depreciation & amortization

1,657

1,255

2,912

Mark-to-market share-based compensation

3

7

11

Inter-segment eliminations

Loss on sale of business

4

4

Restructuring and other charges

154

(70)

84

Adjusted OIBDA(4)

$

2,531

$

1,523

$

4,055

(1)

Pro Forma is defined as the results of the Company as if the Transactions had occurred on January 1, 2017. Refer to page 6 for full list of adjustments to Pro Forma results.

(2)

The Discovery actual column excludes the impact from the Transactions.

(3)

The Pro Forma adjustments column includes the impact from the consolidations of VTEN and OWN as well as the acquisition of Scripps.

(4)

See full definition of Adjusted OIBDA on page 5.

 

 

DISCOVERY, INC.SUPPLEMENTAL FINANCIAL DATARECONCILIATION OF NET INCOME TOADJUSTED OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION(unaudited; in millions)

Three Months Ended March 31, 2018

U.S. Networks

International Networks

Education and Other

Corporate and Inter-Segment Eliminations

Total

Net income available to Discovery Communications, Inc.

$

(8)

Net income attributable to redeemable noncontrolling interests

6

Net income attributable to noncontrolling interests

5

Income tax benefit

(20)

Other expense, net

22

Loss from equity investees, net

22

Loss on extinguishment of debt

Interest expense

177

Operating income

515

(31)

5

(285)

204

Restructuring and other charges

34

100

107

241

Depreciation and amortization

100

67

2

24

193

Mark-to-market share-based compensation

3

3

Scripps transaction and integration costs

56

56

Total Adjusted OIBDA

$

652

$

137

$

3

$

(95)

$

697

Three Months Ended March 31, 2017

U.S. Networks

International Networks

Education and Other

Corporate and Inter-Segment Eliminations

Total

Net income available to Discovery Communications, Inc.

$

215

Net income attributable to redeemable noncontrolling interests

Net income attributable to noncontrolling interests

6

Income tax expense

55

Other expense, net

13

Loss from equity investees, net

53

Loss on extinguishment of debt

54

Interest expense

91

Operating income

483

123

(2)

(117)

487

Loss (gain) on disposition

Restructuring and other charges

4

17

1

2

24

Depreciation and amortization

8

54

1

17

80

Mark-to-market share-based compensation

12

12

Total Adjusted OIBDA

$

501

$

194

$

(6)

$

(86)

$

603

 

 

DISCOVERY, INC.SUPPLEMENTAL FINANCIAL DATASELECTED FINANCIAL DETAIL(unaudited; in millions, except per share amounts)

EARNINGS PER SHARE

Three Months Ended March 31,

2018

2017

Numerator:

Net income

$

3

$

221

Less:

Allocation of undistributed income to Series A-1 convertible preferred stock

1

(26)

Net income attributable to noncontrolling interests

(5)

Net income attributable to redeemable noncontrolling interests

(6)

(6)

Net (loss) income available to Discovery, Inc. Series A, B and C common and Series C-1 convertible preferred stockholders for basic net (loss) income per share

$

(7)

$

189

Allocation of net (loss) income available to Discovery, Inc. Series A, B and C common stockholders and Series C-1 convertible preferred stockholders for basic net (loss) income per share:

Series A, B and C common stockholders

(6)

143

Series C-1 convertible preferred stockholders

(1)

46

Total

(7)

189

Add:

Allocation of undistributed (loss) income to Series A-1 convertible preferred stockholders

(1)

26

Net (loss) income available to Discovery, Inc. Series A, B and C common stockholders for diluted net income per share

$

(8)

$

215

Denominator — weighted average:

Series A, B and C common shares outstanding — basic

422

389

Impact of assumed preferred stock conversion

187

195

Dilutive effect of share-based awards

4

Series A, B and C common shares outstanding — diluted

609

588

Series C-1 convertible preferred stock outstanding — basic and diluted

6

7

Basic net (loss) income per share available to Discovery, Inc. Series A, B and C common and Series C-1 convertible preferred stockholders:

Series A, B and C common stockholders

$

(0.01)

$

0.37

Series C-1 convertible preferred stockholders

$

(0.25)

$

7.11

Diluted net (loss) income per share available to Discovery, Inc. Series A, B and C common and Series C-1 convertible preferred stockholders:

Series A, B and C common stockholders

$

(0.01)

$

0.37

Series C-1 convertible preferred stockholders

$

(0.25)

$

7.06

 

 

DISCOVERY, INC.SUPPLEMENTAL FINANCIAL DATASELECTED FINANCIAL DETAIL(unaudited; in millions, except per share amounts)

CALCULATION OF ADJUSTED EARNINGS PER DILUTED SHARE

Three Months Ended March 31,

2018

2017

Change

Diluted net income per share available to Discovery, Inc. Series A, B and C common stockholders

$

(0.01)

$

0.37

$

(0.38)

Per share impact of amortization of acquisition-related intangible assets, net of tax

0.17

0.04

0.13

Adjusted earnings per diluted share

$

0.16

$

0.41

$

(0.25)

 

 

CALCULATION OF FREE CASH FLOW

Three Months Ended March 31,

2018

2017

Change

% Change

Cash provided by operating

 activities

$

160

$

255

$

(95)

(37)

%

Purchases of property and

 equipment

(48)

(47)

(1)

2

%

Free cash flow

$

112

$

208

$

(96)

(46)

%

 

 

DISCOVERY, INC.SUPPLEMENTAL FINANCIAL DATASELECTED FINANCIAL DETAIL(unaudited; in millions, except per share amounts)

BORROWINGS

March 31, 2018

5.625% Senior notes, semi-annual interest, due August 2019

$

411

2.200% Senior notes, semi-annual interest, due September 2019

500

Floating rate notes, quarterly interest, due September 2019

400

2.750% Senior notes, semi-annual interest, due November 2019

500

2.800% Senior notes, semi-annual interest, due June 2020

600

5.050% Senior notes, semi-annual interest, due June 2020

789

4.375% Senior notes, semi-annual interest, due June 2021

650

2.375% Senior notes, euro denominated, annual interest, due March 2022

370

3.300% Senior notes, semi-annual interest, due May 2022

500

3.500% Senior notes, semi-annual interest, due June 2022

400

2.950% Senior notes, semi-annual interest, due March 2023

1,200

3.250% Senior notes, semi-annual interest, due April 2023

350

3.800% Senior notes, semi-annual interest, due March 2024

450

2.500% Senior notes, sterling denominated, annual interest, due September 2024

563

3.900% Senior notes, semi-annual interest, due November 2024

500

3.450% Senior notes, semi-annual interest, due March 2025

300

3.950% Senior notes, semi-annual interest, due June 2025

500

4.900% Senior notes, semi-annual interest, due March 2026

700

1.900% Senior notes, euro denominated, annual interest, due March 2027

739

3.950% Senior notes, semi-annual interest, due March 2028

1,700

5.000% Senior notes, semi-annual interest, due September 2037

1,250

6.350% Senior notes, semi-annual interest, due June 2040

850

4.950% Senior notes, semi-annual interest, due May 2042

500

4.875% Senior notes, semi-annual interest, due April 2043

850

5.200% Senior notes, semi-annual interest, due September 2047

1,250

Term loans

2,000

Program financing line of credit

22

Revolving credit facility

425

Capital lease obligations

244

Commercial paper

Total debt

19,513

Unamortized discount, premium and debt issuance costs, net

(146)

Debt, net of unamortized discount, premium and debt issuance costs

19,367

Current portion of debt

(153)

Noncurrent portion of debt

$

19,214

 

 

 

Cision View original content:http://www.prnewswire.com/news-releases/discovery-inc-reports-first-quarter-2018-results-300644398.html

SOURCE Discovery, Inc.



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