UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NO.) |
(IRS EMPLOYER IDENTIFICATION NO.) |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) |
(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 | ||
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 May 10, 2022, Fox Corporation (the “Company”) released its financial results for the quarter ended March 31, 2022. 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 |
Description | |
| 99.1 | Press release issued by Fox Corporation, dated May 10, 2022, announcing Fox Corporation’s financial results for the quarter ended March 31, 2022. | |
| 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 | |
May 10, 2022
Exhibit 99.1
EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2022
FOX REPORTS THIRD QUARTER FISCAL 2022
REVENUES OF $3.46 BILLION
NEW YORK, NY, May 10, 2022 – Fox Corporation (Nasdaq: FOXA, FOX) (“FOX” or the “Company”) today reported financial results for the three months ended March 31, 2022.
The Company reported total quarterly revenues of $3.46 billion, a 7% increase from the $3.22 billion reported in the prior year quarter. Affiliate revenues increased 5% with 8% growth at the Television segment and 3% growth at the Cable Network Programming segment. Advertising revenues increased 9%, primarily due to stronger pricing and higher ratings at FOX News Media and continued growth at Tubi. Other revenues increased 18%, driven by the timing of sports sublicensing revenues at the Cable Network Programming segment, which were impacted by Coronavirus Disease 2019 (“COVID-19”) in the prior year quarter, and the impact of the consolidation of entertainment production companies at the Television segment.
The Company reported quarterly net income of $290 million as compared to the $582 million reported in the prior year quarter. The variance was primarily due to the change in fair value of the Company’s investments recognized in Other, net. Net Income attributable to Fox Corporation stockholders was $283 million ($0.50 per share) as compared to the $567 million ($0.96 per share) reported in the prior year quarter. Adjusted net income attributable to Fox Corporation stockholders1 was $459 million ($0.81 per share) as compared to the $523 million ($0.88 per share) reported in the prior year quarter.
Quarterly Adjusted EBITDA2 was $811 million, compared to the $899 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 increased digital investment, higher sports programming rights amortization and production costs, and the write-down of certain scripted entertainment programming.
Commenting on the results, Executive Chair and Chief Executive Officer Lachlan Murdoch said:
“FOX’s third quarter results again demonstrate our capacity to deliver sustained and consistently strong revenue growth. Our 7% topline growth in the quarter was propelled by pricing strength in both distribution and advertising revenues across our leadership brands, complemented by the powerful momentum we continue to see at Tubi. In the three years since the formation of FOX we have seen rapid industry change. Our focused portfolio and clear strategy underpin our success today and continue to distinguish FOX from its peers. The power of our brands and the scaled audiences that they serve continue to provide a uniquely strong platform to strategically manage our businesses for long-term growth in a thoughtful and disciplined manner.”
| 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
EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2022
REVIEW OF OPERATING RESULTS
| Three Months Ended March 31, |
Nine Months Ended March 31, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| $ Millions | ||||||||||||||||
| Revenues by Component: |
||||||||||||||||
| Affiliate fee |
$ | 1,797 | $ | 1,719 | $ | 5,152 | $ | 4,770 | ||||||||
| Advertising |
1,307 | 1,198 | 4,845 | 4,449 | ||||||||||||
| Other |
351 | 298 | 944 | 800 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenues |
$ | 3,455 | $ | 3,215 | $ | 10,941 | $ | 10,019 | ||||||||
|
|
|
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|
|
|
|
|||||||||
| Segment Revenues: |
||||||||||||||||
| Cable Network Programming |
$ | 1,583 | $ | 1,471 | $ | 4,637 | $ | 4,284 | ||||||||
| Television |
1,820 | 1,695 | 6,160 | 5,601 | ||||||||||||
| Other, Corporate and Eliminations |
52 | 49 | 144 | 134 | ||||||||||||
|
|
|
|
|
|
|
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|
|||||||||
| Total revenues |
$ | 3,455 | $ | 3,215 | $ | 10,941 | $ | 10,019 | ||||||||
|
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|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA: |
||||||||||||||||
| Cable Network Programming |
$ | 864 | $ | 850 | $ | 2,306 | $ | 2,202 | ||||||||
| Television |
35 | 135 | 121 | 407 | ||||||||||||
| Other, Corporate and Eliminations |
(88 | ) | (86 | ) | (242 | ) | (239 | ) | ||||||||
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|
|||||||||
| Adjusted EBITDA3 |
$ | 811 | $ | 899 | $ | 2,185 | $ | 2,370 | ||||||||
|
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|||||||||
| Depreciation and amortization: |
||||||||||||||||
| Cable Network Programming |
$ | 16 | $ | 16 | $ | 43 | $ | 41 | ||||||||
| Television |
28 | 26 | 82 | 77 | ||||||||||||
| Other, Corporate and Eliminations |
48 | 36 | 139 | 98 | ||||||||||||
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|||||||||
| Total depreciation and amortization |
$ | 92 | $ | 78 | $ | 264 | $ | 216 | ||||||||
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| 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
EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2022
CABLE NETWORK PROGRAMMING
| Three Months Ended March 31, |
Nine Months Ended March 31, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| $ Millions | ||||||||||||||||
| Revenues |
||||||||||||||||
| Affiliate fee |
$ | 1,097 | $ | 1,068 | $ | 3,162 | $ | 2,969 | ||||||||
| Advertising |
339 | 283 | 1,104 | 1,023 | ||||||||||||
| Other |
147 | 120 | 371 | 292 | ||||||||||||
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|||||||||
| Total revenues |
1,583 | 1,471 | 4,637 | 4,284 | ||||||||||||
| Operating expenses |
(580 | ) | (505 | ) | (1,940 | ) | (1,725 | ) | ||||||||
| Selling, general and administrative |
(144 | ) | (122 | ) | (405 | ) | (374 | ) | ||||||||
| Amortization of cable distribution investments |
5 | 6 | 14 | 17 | ||||||||||||
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|||||||||
| Segment EBITDA |
$ | 864 | $ | 850 | $ | 2,306 | $ | 2,202 | ||||||||
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Cable Network Programming reported quarterly segment revenues of $1.58 billion, an increase of $112 million or 8% from the amount reported in the prior year quarter. Advertising revenues increased $56 million or 20%, primarily due to continued strength in pricing and higher ratings, partially offset by the impact of higher preemptions associated with breaking news coverage at FOX News Media. Affiliate revenues increased $29 million or 3%, primarily due to contractual price increases. Other revenues increased $27 million or 23%, driven by the timing of sports sublicensing revenues, which were impacted by COVID-19 in the prior year quarter, and higher FOX Nation subscription revenues.
Cable Network Programming reported quarterly segment EBITDA of $864 million, an increase of $14 million or 2%, as the revenue increases noted above were partially offset by higher expenses. The increase in expenses primarily reflects the timing of sports programming rights amortization at the national sports networks and increased digital investment at FOX News Media.
Page 3
EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2022
TELEVISION
| Three Months Ended March 31, |
Nine Months Ended March 31, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| $ Millions | ||||||||||||||||
| Revenues |
||||||||||||||||
| Advertising |
$ | 969 | $ | 915 | $ | 3,742 | $ | 3,426 | ||||||||
| Affiliate fee |
700 | 651 | 1,990 | 1,801 | ||||||||||||
| Other |
151 | 129 | 428 | 374 | ||||||||||||
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|||||||||
| Total revenues |
1,820 | 1,695 | 6,160 | 5,601 | ||||||||||||
| Operating expenses |
(1,557 | ) | (1,359 | ) | (5,392 | ) | (4,613 | ) | ||||||||
| Selling, general and administrative |
(228 | ) | (201 | ) | (647 | ) | (581 | ) | ||||||||
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|||||||||
| Segment EBITDA |
$ | 35 | $ | 135 | $ | 121 | $ | 407 | ||||||||
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Television reported quarterly segment revenues of $1.82 billion, an increase of $125 million or 7% from the amount reported in the prior year quarter. Advertising revenues increased $54 million or 6%, primarily due to continued growth at Tubi, continued strength in pricing at the FOX Network, and the impact of the additional week to the NFL regular season, partially offset by the absence of the rotating NFL Divisional playoff game in the current year quarter and softer entertainment ratings at the FOX Network. Affiliate revenues increased $49 million or 8%, driven by increases in fees from third-party FOX affiliates and higher average rates at the Company’s owned and operated television stations. Other revenues increased $22 million or 17%, primarily due to the impact of the consolidation of MarVista Entertainment, TMZ and Studio Ramsay Global.
Television reported quarterly segment EBITDA of $35 million, compared to the $135 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 increased digital investment at Tubi and higher programming rights amortization and production costs at FOX Sports, as well as an approximately $30 million write-down of certain scripted programming at FOX Entertainment.
Page 4
EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2022
SHARE REPURCHASE PROGRAM
The Company has authorized a $4 billion stock repurchase program. To date, the Company has repurchased $1.69 billion of its Class A common stock and $709 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 | Lauren Townsend, Press Inquiries | |
| 212-852-7955 | 310-369-2729 | |
Page 5
EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended March 31, |
Nine Months Ended March 31, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| $ Millions, except per share amounts | ||||||||||||||||
| Revenues |
$ | 3,455 | $ | 3,215 | $ | 10,941 | $ | 10,019 | ||||||||
| Operating expenses |
(2,164 | ) | (1,885 | ) | (7,402 | ) | (6,399 | ) | ||||||||
| Selling, general and administrative |
(485 | ) | (437 | ) | (1,368 | ) | (1,267 | ) | ||||||||
| Depreciation and amortization |
(92 | ) | (78 | ) | (264 | ) | (216 | ) | ||||||||
| Impairment and restructuring charges |
— | — | — | (35 | ) | |||||||||||
| Interest expense, net |
(91 | ) | (98 | ) | (285 | ) | (293 | ) | ||||||||
| Other, net4 |
(233 | ) | 61 | (375 | ) | 752 | ||||||||||
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|||||||||
| Income before income tax expense |
390 | 778 | 1,247 | 2,561 | ||||||||||||
| Income tax expense |
(100 | ) | (196 | ) | (322 | ) | (632 | ) | ||||||||
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|||||||||
| Net income |
290 | 582 | 925 | 1,929 | ||||||||||||
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|||||||||
| Less: Net income attributable to noncontrolling interests |
(7 | ) | (15 | ) | (26 | ) | (32 | ) | ||||||||
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|||||||||
| Net income attributable to Fox Corporation stockholders |
$ | 283 | $ | 567 | $ | 899 | $ | 1,897 | ||||||||
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|||||||||
| Weighted average shares: |
567 | 593 | 573 | 598 | ||||||||||||
| Net income attributable to Fox Corporation stockholders per share: |
$ | 0.50 | $ | 0.96 | $ | 1.57 | $ | 3.17 | ||||||||
| 4 | Other, net presented above includes Equity losses of affiliates. |
Page 6
EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2022
CONSOLIDATED BALANCE SHEETS
| March 31, 2022 |
June 30, 2021 |
|||||||
| $ Millions | ||||||||
| Assets: |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 4,634 | $ | 5,886 | ||||
| Receivables, net |
2,338 | 2,029 | ||||||
| Inventories, net |
786 | 729 | ||||||
| Other |
158 | 105 | ||||||
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|
|||||
| Total current assets |
7,916 | 8,749 | ||||||
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|
|||||
| Non-current assets: |
||||||||
| Property, plant and equipment, net |
1,646 | 1,708 | ||||||
| Intangible assets, net |
3,176 | 3,154 | ||||||
| Goodwill |
3,560 | 3,435 | ||||||
| Deferred tax assets |
3,619 | 3,822 | ||||||
| Other non-current assets |
2,099 | 2,058 | ||||||
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|
|||||
| Total assets |
$ | 22,016 | $ | 22,926 | ||||
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|||||
| Liabilities and Equity: |
||||||||
| Current liabilities: |
||||||||
| Borrowings |
$ | — | $ | 749 | ||||
| Accounts payable, accrued expenses and other current liabilities |
2,121 | 2,253 | ||||||
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|||||
| Total current liabilities |
2,121 | 3,002 | ||||||
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| Non-current liabilities: |
||||||||
| Borrowings |
7,205 | 7,202 | ||||||
| Other liabilities |
1,297 | 1,336 | ||||||
| Redeemable noncontrolling interests |
175 | 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 |
9,195 | 9,453 | ||||||
| Retained earnings |
2,300 | 1,982 | ||||||
| Accumulated other comprehensive loss |
(301 | ) | (318 | ) | ||||
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| Total Fox Corporation stockholders’ equity |
11,200 | 11,123 | ||||||
| Noncontrolling interests |
18 | 2 | ||||||
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|
|||||
| Total equity |
11,218 | 11,125 | ||||||
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|
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| Total liabilities and equity |
$ | 22,016 | $ | 22,926 | ||||
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Page 7
EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2022
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| $ Millions | ||||||||
| Operating Activities: |
||||||||
| Net income |
$ | 925 | $ | 1,929 | ||||
| Adjustments to reconcile net income to cash provided by operating activities |
||||||||
| Depreciation and amortization |
264 | 216 | ||||||
| Amortization of cable distribution investments |
14 | 17 | ||||||
| Impairment and restructuring charges |
— | 35 | ||||||
| Equity-based compensation |
75 | 112 | ||||||
| Other, net |
375 | (752 | ) | |||||
| Deferred income taxes |
195 | 528 | ||||||
| Change in operating assets and liabilities, net of acquisitions and dispositions |
||||||||
| Receivables and other assets |
(309 | ) | (382 | ) | ||||
| Inventories net of program rights payable |
(156 | ) | 257 | |||||
| Accounts payable and accrued expenses |
(205 | ) | 88 | |||||
| Other changes, net |
(227 | ) | (182 | ) | ||||
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|
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| Net cash provided by operating activities |
951 | 1,866 | ||||||
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|
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| Investing Activities: |
||||||||
| Property, plant and equipment |
(191 | ) | (333 | ) | ||||
| Acquisitions, net of cash acquired |
(243 | ) | — | |||||
| Proceeds from dispositions, net |
82 | 93 | ||||||
| Purchase of investments |
(28 | ) | (86 | ) | ||||
| Other investing activities, net |
(6 | ) | (3 | ) | ||||
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|
|||||
| Net cash used in investing activities |
(386 | ) | (329 | ) | ||||
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|
|||||
| Financing Activities: |
||||||||
| Repayment of borrowings |
(750 | ) | — | |||||
| Repurchase of shares |
(748 | ) | (713 | ) | ||||
| Non-operating cash flows from The Walt Disney Company |
— | 113 | ||||||
| Settlement of Divestiture Tax Prepayment |
— | 462 | ||||||
| Dividends paid and distributions |
(295 | ) | (182 | ) | ||||
| Purchase of subsidiary noncontrolling interest |
— | (67 | ) | |||||
| Other financing activities, net |
(24 | ) | (30 | ) | ||||
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|
|||||
| Net cash used in financing activities |
(1,817 | ) | (417 | ) | ||||
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|
|
|
|||||
| Net (decrease) increase in cash and cash equivalents |
(1,252 | ) | 1,120 | |||||
| Cash and cash equivalents, beginning of year |
5,886 | 4,645 | ||||||
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|
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|
|||||
| Cash and cash equivalents, end of period |
$ | 4,634 | $ | 5,765 | ||||
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Page 8
EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2022
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 March 31, 2022 and 2021:
| Three Months Ended | ||||||||||||||||
| March 31, 2022 | March 31, 2021 | |||||||||||||||
| Income | EPS | Income | EPS | |||||||||||||
| $ Millions, except per share data | ||||||||||||||||
| Net income |
$ | 290 | $ | 582 | ||||||||||||
| Less: Net income attributable to noncontrolling interests |
(7 | ) | (15 | ) | ||||||||||||
|
|
|
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|
|||||||||||||
| Net income attributable to Fox Corporation stockholders |
$ | 283 | $ | 0.50 | $ | 567 | $ | 0.96 | ||||||||
| Other, net5 |
234 | 0.41 | (61 | ) | (0.10 | ) | ||||||||||
| Tax provision |
(58 | ) | (0.10 | ) | 17 | 0.03 | ||||||||||
| Rounding |
— | — | — | (0.01 | ) | |||||||||||
|
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|||||||||
| As adjusted |
$ | 459 | $ | 0.81 | $ | 523 | $ | 0.88 | ||||||||
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| 5 | Other, net presented above excludes Equity losses of affiliates. |
Page 9
EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2022
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, net, 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 and nine months ended March 31, 2022 and 2021:
| Three Months Ended March 31, |
Nine Months Ended March 31, |
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| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| $ Millions | ||||||||||||||||
| Net Income |
$ | 290 | $ | 582 | $ | 925 | $ | 1,929 | ||||||||
| Add: |
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| Amortization of cable distribution investments |
5 | 6 | 14 | 17 | ||||||||||||
| Depreciation and amortization |
92 | 78 | 264 | 216 | ||||||||||||
| Impairment and restructuring charges |
— | — | — | 35 | ||||||||||||
| Interest expense, net |
91 | 98 | 285 | 293 | ||||||||||||
| Other, net |
233 | (61 | ) | 375 | (752 | ) | ||||||||||
| Income tax expense |
100 | 196 | 322 | 632 | ||||||||||||
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| Adjusted EBITDA |
$ | 811 | $ | 899 | $ | 2,185 | $ | 2,370 | ||||||||
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