8-K
Fox Corp false 0001754301 0001754301 2021-11-03 2021-11-03 0001754301 us-gaap:CommonClassAMember 2021-11-03 2021-11-03 0001754301 us-gaap:CommonClassBMember 2021-11-03 2021-11-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

November 3, 2021

 

 

Fox Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

 

Delaware   001-38776   83-1825597
(STATE OR OTHER JURISDICTION
OF INCORPORATION)
  (COMMISSION
FILE NO.)
  (IRS EMPLOYER
IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading

Symbols

 

Name of Each Exchange

on Which Registered

Class A Common Stock, par value $0.01 per share   FOXA   The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share   FOX   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02.

Results of Operations and Financial Condition.

On November 3, 2021, Fox Corporation (the “Company”) released its financial results for the quarter ended September 30, 2021. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
Number

  

Description

99.1    Press release issued by Fox Corporation, dated November 3, 2021, announcing Fox Corporation’s financial results for the quarter ended September 30, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

FOX CORPORATION
By:  

/s/ Viet D. Dinh

Name:   Viet D. Dinh
Title:   Chief Legal and Policy Officer

November 3, 2021

EX-99.1

Exhibit 99.1

 

LOGO

EARNINGS RELEASE FOR THE QUARTER ENDED SEPTEMBER 30, 2021

 

 

FOX REPORTS FIRST QUARTER FISCAL 2022

REVENUES OF $3.05 BILLION

NET INCOME OF $708 MILLION,

EARNINGS PER SHARE OF $1.21

ADJUSTED EBITDA OF $1.06 BILLION

NEW YORK, NY, November 3, 2021 – Fox Corporation (Nasdaq: FOXA, FOX) (“FOX” or the “Company”) today reported financial results for the three months ended September 30, 2021.

The Company reported total quarterly revenues of $3.05 billion, a 12% increase from the $2.72 billion of revenues reported in the prior year quarter. Advertising revenues increased 17%, primarily due to continued growth at Tubi and the return of a full schedule of live events at FOX Sports and more scripted programming at FOX Entertainment in the current year quarter, as compared to the postponements and cancellations in the prior year quarter as a result of Coronavirus Disease 2019 (“COVID-19”). Affiliate revenues increased 9% with 14% growth at the Television segment and 5% growth at the Cable Network Programming segment. Other revenues increased 15%, led by the return of sports sublicensing revenues at the Cable Network Programming segment which were impacted by COVID-19 in the prior year quarter.

Quarterly net income of $708 million compares to the $1.12 billion reported in the prior year quarter. The change in net income was primarily due to the absence of a $462 million gain recognized in Other, net in the prior year quarter associated with the cash reimbursement received from Disney for the Company’s prepayment of its share of the tax liabilities resulting from Disney’s divestiture of certain Twenty-First Century Fox assets. Net Income attributable to Fox Corporation stockholders was $701 million ($1.21 per share) as compared to the $1.11 billion ($1.83 per share) reported in the prior year quarter. Adjusted net income attributable to Fox Corporation stockholders1 was $642 million ($1.11 per share) as compared to the $716 million ($1.18 per share) reported in the prior year quarter.

Quarterly Adjusted EBITDA2 was $1.06 billion as compared to the $1.17 billion reported in the prior year quarter as the revenue increases noted above were more than offset by what was an anticipated increase in expenses. The increase in expenses primarily reflects higher programming rights amortization associated with normalized sports and entertainment schedules that were impacted by COVID-19 in the prior year quarter and increased digital investment.

Commenting on the results, Executive Chairman and Chief Executive Officer Lachlan Murdoch said:

“We have made a strong start to the 2022 fiscal year with broad-based operating momentum led by the return of a full slate of live events at FOX Sports, ratings leadership at FOX News and exceptional progress at Tubi. As audiences migrate to live news, sports and streaming, it underscores the strategy and priorities that have defined our short history at FOX. We remain focused on bolstering our core brands and leveraging the unique assets that distinguish us to further propel growth and drive value for our shareholders.”

 

1

Excludes net income effects of Impairment and restructuring charges, adjustments to Equity (losses) earnings of affiliates, Other, net and tax provision adjustments. See Note 1 for a description of adjusted net income and adjusted earnings per share attributable to Fox Corporation stockholders, which are considered non-GAAP financial measures, and a reconciliation of reported net income and earnings per share attributable to Fox Corporation stockholders to adjusted net income and adjusted earnings per share attributable to Fox Corporation stockholders.

2

Adjusted EBITDA is considered a non-GAAP financial measure. See Note 2 for a description of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA.

 

Page 1


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EARNINGS RELEASE FOR THE QUARTER ENDED SEPTEMBER 30, 2021

 

 

 

REVIEW OF OPERATING RESULTS

 

     Three Months Ended
September 30,
 
     2021     2020  
              
     $ Millions  

Revenues by Component:

    

Affiliate fee

   $ 1,667     $ 1,533  

Advertising

     1,130       969  

Other

     248       215  
  

 

 

   

 

 

 

Total revenues

   $ 3,045     $ 2,717  
  

 

 

   

 

 

 

Segment Revenues:

    

Cable Network Programming

   $ 1,416     $ 1,325  

Television

     1,581       1,350  

Other, Corporate and Eliminations

     48       42  
  

 

 

   

 

 

 

Total revenues

   $ 3,045     $ 2,717  
  

 

 

   

 

 

 

Adjusted EBITDA:

    

Cable Network Programming

   $ 774     $ 781  

Television

     359       457  

Other, Corporate and Eliminations

     (69     (72
  

 

 

   

 

 

 

Adjusted EBITDA3

   $ 1,064     $ 1,166  
  

 

 

   

 

 

 

Depreciation and amortization:

    

Cable Network Programming

   $ 10     $ 13  

Television

     26       25  

Other, Corporate and Eliminations

     43       30  
  

 

 

   

 

 

 

Total depreciation and amortization

   $ 79     $ 68  
  

 

 

   

 

 

 

 

3

Adjusted EBITDA is considered a non-GAAP financial measure. See Note 2 for a description of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA.

 

Page 2


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EARNINGS RELEASE FOR THE QUARTER ENDED SEPTEMBER 30, 2021

 

 

 

CABLE NETWORK PROGRAMMING

 

     Three Months Ended
September 30,
 
     2021     2020  
              
     $ Millions  

Revenues

    

Affiliate fee

   $ 1,026     $ 973  

Advertising

     311       299  

Other

     79       53  
  

 

 

   

 

 

 

Total revenues

     1,416       1,325  

Operating expenses

     (523     (434

Selling, general and administrative

     (124     (115

Amortization of cable distribution investments

     5       5  
  

 

 

   

 

 

 

Segment EBITDA

   $ 774     $ 781  
  

 

 

   

 

 

 

Cable Network Programming reported quarterly segment revenues of $1.42 billion, an increase of $91 million or 7% from the amount reported in the prior year quarter. Affiliate revenues increased $53 million or 5%, driven by contractual price increases, including the impact of distribution agreement renewals. Other revenues increased $26 million or 49%, primarily due to the return of sports sublicensing revenues and pay-per-view boxing, which were impacted by COVID-19 in the prior year quarter, and higher FOX Nation subscription revenues. Advertising revenues increased $12 million or 4%, driven by additional live events at the national sports networks, primarily the result of a full schedule of college football following the disruptions caused by COVID-19 in the prior year quarter, and higher digital revenues at FOX News Media. This growth was partially offset by the absence of the prior year election cycle in the current quarter at the FOX News Channel.

Cable Network Programming reported quarterly segment EBITDA of $774 million, as compared to the $781 million reported in the prior year quarter, as the revenue increases noted above were offset by higher expenses. The increase in expenses primarily reflects higher programming rights amortization at the national sports networks following the disruptions caused by COVID-19 in the prior year quarter and increased digital investment at FOX News Media.

 

Page 3


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EARNINGS RELEASE FOR THE QUARTER ENDED SEPTEMBER 30, 2021

 

 

 

TELEVISION

 

     Three Months Ended
September 30,
 
     2021     2020  
              
     $ Millions  

Revenues

    

Advertising

   $ 819     $ 670  

Affiliate fee

     641       560  

Other

     121       120  
  

 

 

   

 

 

 

Total revenues

     1,581       1,350  

Operating expenses

     (1,026     (714

Selling, general and administrative

     (196     (179
  

 

 

   

 

 

 

Segment EBITDA

   $ 359     $ 457  
  

 

 

   

 

 

 

Television reported quarterly segment revenues of $1.58 billion, an increase of $231 million or 17% from the amount reported in the prior year quarter. Advertising revenues increased $149 million or 22%, primarily due to continued growth at Tubi and the return of a full schedule of college football, the MLB All-Star game and more scripted entertainment programming at the FOX Network following the disruptions caused by COVID-19 in the prior year quarter. Affiliate revenues increased $81 million or 14%, driven by increases in fees from third-party FOX affiliates and higher average rates at the Company’s owned and operated television stations.

Television reported quarterly segment EBITDA of $359 million, as compared to the $457 million reported in the prior year quarter, as the revenue increases noted above were more than offset by higher expenses. The increase in expenses primarily reflects higher sports and entertainment programming rights amortization at the FOX Network following the disruptions caused by COVID-19 in the prior year quarter and increased digital investment at Tubi.

 

Page 4


LOGO

EARNINGS RELEASE FOR THE QUARTER ENDED SEPTEMBER 30, 2021

 

 

 

SHARE REPURCHASE PROGRAM

The Company has authorized a $4 billion stock repurchase program. To date, the Company has repurchased $1.34 billion of its Class A common stock and $559 million of its Class B common stock.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” and similar expressions are used to identify these forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements in this press release due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of the Company’s businesses, including the impact of COVID-19 and other widespread health emergencies or pandemics and measures to contain their spread. More detailed information about these factors is contained in the documents the Company has filed with or furnished to the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed with the SEC on August 10, 2021, and subsequent Quarterly Reports on Form 10-Q.

Statements in this press release speak only as of the date they were made, and the Company undertakes no duty to update or release any revisions to any forward-looking statement made in this press release or to report any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in the Company’s expectations, except as required by law.

To access a copy of this press release through the Internet, access Fox Corporation’s corporate website located at http://www.foxcorporation.com.

CONTACTS

 

Joe Dorrego, Investor Relations      Brian Nick, Press Inquiries  
212-852-7856      310-369-3545  

Dan Carey, Investor Relations

212-852-7955

  

 

Page 5


LOGO

EARNINGS RELEASE FOR THE QUARTER ENDED SEPTEMBER 30, 2021

 

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     Three Months Ended
September 30,
 
     2021     2020  
              
     $ Millions, except per share amounts  

Revenues

   $ 3,045     $ 2,717  

Operating expenses

     (1,571     (1,168

Selling, general and administrative

     (415     (388

Depreciation and amortization

     (79     (68

Impairment and restructuring charges

     —         (35

Interest expense, net

     (97     (98

Other, net4

     69       519  
  

 

 

   

 

 

 

Income before income tax expense

     952       1,479  

Income tax expense

     (244     (362
  

 

 

   

 

 

 

Net income

     708       1,117  
  

 

 

   

 

 

 

Less: Net income attributable to noncontrolling interests

     (7     (11
  

 

 

   

 

 

 

Net income attributable to Fox Corporation stockholders

   $ 701     $ 1,106  
  

 

 

   

 

 

 

Weighted average shares:

     578       605  

Net income attributable to Fox Corporation stockholders per share:

   $ 1.21     $ 1.83  

 

 

4

Other, net presented above includes Equity losses of affiliates.

 

Page 6


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EARNINGS RELEASE FOR THE QUARTER ENDED SEPTEMBER 30, 2021

 

 

 

CONSOLIDATED BALANCE SHEETS

 

     September 30,
2021
    June 30,
2021
 
              
Assets:    $ Millions  

Current assets:

    

Cash and cash equivalents

   $ 5,411     $ 5,886  

Receivables, net

     2,192       2,029  

Inventories, net

     1,135       729  

Other

     137       105  
  

 

 

   

 

 

 

Total current assets

     8,875       8,749  
  

 

 

   

 

 

 

Non-current assets:

    

Property, plant and equipment, net

     1,656       1,708  

Intangible assets, net

     3,155       3,154  

Goodwill

     3,532       3,435  

Deferred tax assets

     3,653       3,822  

Other non-current assets

     2,290       2,058  
  

 

 

   

 

 

 

Total assets

   $ 23,161     $ 22,926  
  

 

 

   

 

 

 

Liabilities and Equity:

    

Current liabilities:

    

Borrowings

   $ 750     $ 749  

Accounts payable, accrued expenses and other current liabilities

     2,119       2,253  
  

 

 

   

 

 

 

Total current liabilities

     2,869       3,002  
  

 

 

   

 

 

 

Non-current liabilities:

    

Borrowings

     7,203       7,202  

Other liabilities

     1,357       1,336  

Redeemable noncontrolling interests

     302       261  

Commitments and contingencies

    

Equity:

    

Class A common stock, $0.01 par value

     3       3  

Class B common stock, $0.01 par value

     3       3  

Additional paid-in capital

     9,327       9,453  

Retained earnings

     2,409       1,982  

Accumulated other comprehensive loss

     (312     (318
  

 

 

   

 

 

 

Total Fox Corporation stockholders’ equity

     11,430       11,123  

Noncontrolling interests

     —         2  
  

 

 

   

 

 

 

Total equity

     11,430       11,125  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 23,161     $ 22,926  
  

 

 

   

 

 

 

 

Page 7


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EARNINGS RELEASE FOR THE QUARTER ENDED SEPTEMBER 30, 2021

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Three Months Ended
September 30,
 
     2021     2020  
              
     $ Millions  

Operating Activities:

    

Net income

   $ 708     $ 1,117  

Adjustments to reconcile net income to cash provided by operating activities

    

Depreciation and amortization

     79       68  

Amortization of cable distribution investments

     5       5  

Impairment and restructuring charges

     —         35  

Equity-based compensation

     15       31  

Other, net

     (69     (519

Deferred income taxes

     168       391  

Change in operating assets and liabilities, net of acquisitions and dispositions

    

Receivables and other assets

     (174     (193

Inventories net of program rights payable

     (499     (440

Accounts payable and accrued expenses

     (171     (62

Other changes, net

     (33     (166
  

 

 

   

 

 

 

Net cash provided by operating activities

     29       267  
  

 

 

   

 

 

 

Investing Activities:

    

Property, plant and equipment

     (53     (117

Acquisitions, net of cash acquired

     (75     (1

Proceeds from dispositions, net

     82       —    

Purchase of investments

     (29     (31
  

 

 

   

 

 

 

Net cash used in investing activities

     (75     (149
  

 

 

   

 

 

 

Financing Activities:

    

Repurchase of shares

     (250     (267

Non-operating cash flows from The Walt Disney Company

     —         152  

Settlement of Divestiture Tax Prepayment

     —         462  

Dividends paid and distributions

     (150     (15

Other financing activities, net

     (29     (34
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (429     298  
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (475     416  

Cash and cash equivalents, beginning of year

     5,886       4,645  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 5,411     $ 5,061  
  

 

 

   

 

 

 

 

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EARNINGS RELEASE FOR THE QUARTER ENDED SEPTEMBER 30, 2021

 

 

 

NOTE 1 – ADJUSTED NET INCOME AND ADJUSTED EPS

The Company uses net income and earnings per share (“EPS”) attributable to Fox Corporation stockholders excluding net income effects of Impairment and restructuring charges, adjustments to Equity (losses) earnings of affiliates, Other, net, and tax provision adjustments (“Adjusted Net Income” and “Adjusted EPS” respectively) to evaluate the performance of the Company’s operations exclusive of certain items that impact the comparability of results from period to period.

Adjusted Net Income and Adjusted EPS may not be comparable to similarly titled measures reported by other companies. Adjusted Net Income and Adjusted EPS are not measures of performance under GAAP and should be considered in addition to, and not as substitutes for, net income attributable to Fox Corporation stockholders and EPS as reported in accordance with GAAP. However, management uses these measures in comparing the Company’s historical performance and believes that they provide meaningful and comparable information to management, investors and equity analysts to assist in their analysis of the Company’s performance relative to prior periods and the Company’s competitors.

The following table reconciles net income and EPS attributable to Fox Corporation stockholders to Adjusted Net Income and Adjusted EPS for the three months ended September 30, 2021 and 2020:

 

     Three Months Ended  
     September 30, 2021     September 30, 2020  
     Income     EPS     Income     EPS  
                          
     $ Millions, except per share data  

Net income

   $ 708       $ 1,117    

Less: Net income attributable to noncontrolling interests

     (7       (11  
  

 

 

     

 

 

   

Net income attributable to Fox Corporation stockholders

   $ 701     $ 1.21     $ 1,106     $ 1.83  

Impairment and restructuring charges

     —         —         35       0.06  

Other, net5

     (68     (0.12     (523     (0.86

Tax provision

     9       0.02       98       0.16  

Rounding

     —         —         —         (0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

As adjusted

   $ 642     $ 1.11     $ 716     $ 1.18  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

5

Other, net presented above excludes Equity losses of affiliates.

 

Page 9


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EARNINGS RELEASE FOR THE QUARTER ENDED SEPTEMBER 30, 2021

 

 

 

NOTE 2 – ADJUSTED EBITDA

Adjusted EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Adjusted EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Impairment and restructuring charges, Interest expense, Interest income, Other, net and Income tax expense.

Management believes that information about Adjusted EBITDA assists all users of the Company’s Unaudited Consolidated Financial Statements by allowing them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from non-operational factors that affect net income, thus providing insight into both operations and the other factors that affect reported results. Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of the Company’s business and its enterprise value against historical data and competitors’ data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences and the impact of COVID-19 and other widespread health emergencies or pandemics and measures to contain their spread).

Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with GAAP. In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant components in assessing the Company’s financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

The following table reconciles net income to Adjusted EBITDA for the three months ended September 30, 2021 and 2020:

 

     Three Months Ended
September 30,
 
     2021     2020  
              
     $ Millions  

Net income

   $ 708     $ 1,117  

Add:

    

Amortization of cable distribution investments

     5       5  

Depreciation and amortization

     79       68  

Impairment and restructuring charges

     —         35  

Interest expense, net

     97       98  

Other, net

     (69     (519

Income tax expense

     244       362  
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 1,064     $ 1,166  
  

 

 

   

 

 

 

 

Page 10