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): May 15, 2012
Warner Music Group Corp.
(Exact name of registrant as specified in its charter)
Delaware | 001-32502 | 13-4271875 | ||
(State or other jurisdiction or incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
75 Rockefeller Plaza, New York, New York | 10019 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 275-2000
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)) |
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 15, 2012, Warner Music Group Corp. issued an earnings release announcing its results for the quarter ended March 31, 2012, which is furnished as Exhibit 99.1 hereto.
This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following Exhibit is furnished as part of this Current Report on Form 8-K.
Exhibit |
Description | |
99.1 | Earnings release issued by Warner Music Group Corp. on May 15, 2012. |
2
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 thereunto duly authorized.
Warner Music Group Corp. | ||||
Date: May 15, 2012 | By: | /s/ Brian Roberts | ||
Brian Roberts | ||||
Chief Financial Officer |
3
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Earnings release issued by Warner Music Group Corp. on May 15, 2012. |
4
Exhibit 99.1
WARNER MUSIC GROUP CORP. REPORTS RESULTS FOR THE FISCAL SECOND QUARTER
ENDED MARCH 31, 2012
| Cash up $104 million to $272 million from $168 million at December 31, 2011 |
| Free Cash Flow increased significantly |
| OIBDA grew and OIBDA margin expanded |
NEW YORK, May 15, 2012Warner Music Group Corp. today announced its fiscal second quarter financial results for the period ended March 31, 2012.
With growing digital and non-traditional revenue partially offsetting the impact of a light release schedule as compared to the prior-year quarter, this quarters results show the benefits of the companys transformation, said Stephen Cooper, Warner Music Groups CEO. We remain optimistic about the companys performance over the course of the fiscal year as we continue to execute on our long-term strategy.
Through ongoing focus on cost management, we were able to increase OIBDA, expand OIBDA margins and generate significant free cash flow, added Brian Roberts, Warner Music Groups Executive Vice President and CFO.
Total WMG
Total WMG Summary Results
(dollars in millions) | ||||||||||||
For the Three Months ended March 31, 2012 |
For the Three Months ended March 31, 2011 |
% Change |
||||||||||
(unaudited) | (unaudited) | |||||||||||
Revenue |
$ | 628 | $ | 684 | (8 | %) | ||||||
Digital Revenue |
235 | 220 | 7 | % | ||||||||
Operating income |
22 | 16 | 38 | % | ||||||||
OIBDA |
85 | 82 | 4 | % | ||||||||
Net loss attributable to Warner Music Group Corp. |
(36 | ) | (38 | ) | (5 | %) |
Lower revenue for the quarter as a result of the companys light release schedule as compared to the prior-year quarter and continued physical revenue declines in the recorded music industry was partially offset by growth in Recorded Music digital and non-traditional revenue. Revenue growth in Japan and other parts of Asia, Italy and Canada was offset by weakness in the U.S. and most of Europe, including the U.K. and France. Digital revenue represented 37.4% of total revenue for the quarter, compared to 32.2% in the prior-year quarter. Increased Recorded Music digital revenue reflects international growth in downloads as well as global growth in subscription/streaming services.
1
Operating margin expanded 1.2 percentage points to 3.5% from 2.3%. OIBDA margin expanded 1.5 percentage points to 13.5% from 12.0%. Improvements in OIBDA and OIBDA margin reflect the companys continued focus on cost management. Operating income and OIBDA for the quarter included $4 million of severance charges ($3 million in Recorded Music and $1 million in Music Publishing), compared to $7 million of severance charges in the prior-year quarter ($3 million in Recorded Music and $4 million in Music Publishing) (the Quarterly Severance Charges). (See Figures 4 and 5 below for calculations and reconciliations of OIBDA and OIBDA margin.)
Net loss included the impact of an increase in interest expense, to $56 million from $47 million, related to the July 2011 refinancing of certain existing indebtedness in connection with the acquisition of the company by Access Industries in 2011.
As of March 31, 2012, the company reported a cash balance of $272 million, total long-term debt of $2.212 billion and net debt (total long-term debt minus cash) of $1.940 billion.
Cash provided by operating activities was $121 million compared to $106 million in the prior-year quarter. Free Cash Flow was $103 million compared to $46 million in the prior-year quarter. The increase in Free Cash Flow reflects the increase in OIBDA, the timing of working capital requirements, the timing of artist and repertoire spend, a decrease in cash paid for severance and a decrease in cash paid for acquisitions. (See Figure 7 below for a calculation and reconciliation of Free Cash Flow.)
Recorded Music
Recorded Music Summary Results
(dollars in millions) | ||||||||||||
For the Three Months ended March 31, 2012 |
For the Three Months ended March 31, 2011 |
% Change |
||||||||||
(unaudited) | (unaudited) | |||||||||||
Revenue |
$ | 503 | $ | 552 | (9 | %) | ||||||
Digital Revenue |
222 | 205 | 8 | % | ||||||||
Operating income |
7 | 10 | (30 | %) | ||||||||
OIBDA |
48 | 54 | (11 | %) |
The companys Recorded Music business experienced an increase in digital revenue, as international download revenue and global subscription/streaming revenue were both strong. Recorded Music digital revenue represented 44.1% of total Recorded Music revenue, the companys largest percentage to date, compared to 37.1% in the prior-year quarter. Domestic Recorded Music digital revenue was $123 million, or 58.3% of total domestic Recorded Music revenue, the companys largest percentage to date, compared to 48.0% in the prior-year quarter. The impact of a light release schedule and contracting demand for physical product more than offset the increase in digital revenue. Major sellers included Skrillex, The Black Keys, Bruno Mars, Ed Sheeran and FUN. FUN.s We Are Young recently became the first track ever to log six weeks of 300,000 units or more in U.S. digital sales. Recorded Music non-traditional revenue grew due to an increase in merchandising and concert promotion revenue.
2
Recorded Music operating margin contracted 0.4 percentage points to 1.4% from 1.8% in the prior-year quarter. Recorded Music OIBDA margin contracted 0.3 percentage points to 9.5% from 9.8% in the prior-year quarter. The decline in OIBDA and OIBDA margin largely reflects negative operating leverage associated with the decline in revenue partially offset by ongoing cost-savings initiatives. Operating income and OIBDA reflect the impact of the Quarterly Severance Charges.
Music Publishing
Music Publishing Summary Results
(dollars in millions) | ||||||||||||
For the Three Months ended March 31, 2012 |
For the Three Months ended March 31, 2011 |
% Change |
||||||||||
(unaudited) | (unaudited) | |||||||||||
Revenue |
$ | 128 | $ | 137 | (7 | %) | ||||||
Digital Revenue |
14 | 17 | (18 | %) | ||||||||
Operating income |
36 | 31 | 16 | % | ||||||||
OIBDA |
54 | 50 | 8 | % |
The companys Music Publishing business experienced 3.2% growth in synchronization revenue, which reflects strength in the advertising market as well as a more proactive marketing approach for film and television. Performance revenue declined 6.0% partially due to a reduction in U.S. radio license fees, which is affecting the entire industry. Digital revenue declined 17.6% due to the timing of collections and a one-time settlement in the prior-year quarter. Mechanical revenue declined 5.9% reflecting the ongoing transition in the recorded music industry.
The companys Music Publishing OIBDA and OIBDA margin increased largely as a result of the continued execution of a disciplined A&R investment and acquisition strategy focused on higher-margin assets, as well as improved operating efficiencies. Music Publishing operating margin expanded 5.5 percentage points to 28.1% from 22.6% in the prior-year quarter. Music Publishing OIBDA margin expanded 5.7 percentage points to 42.2% from 36.5%. In April, Warner/Chappell was jointly named the 2012 Publisher of the Year at the ASCAP Pop Music Awards. Warner/Chappell songwriters collected 19 Most Played Song of the Year awards, and the coveted Song of the Year award for Bruno Mars Just the Way You Are.
Financial details for the quarter can be found in the companys current Form 10-Q, for the period ended March 31, 2012, filed today with the Securities and Exchange Commission.
This morning, management will be hosting a conference call to discuss the results at 8:30 A.M. EST. The call will be webcast on www.wmg.com.
About Warner Music Group
With its broad roster of new stars and legendary artists, Warner Music Group is home to a collection of the best-known record labels in the music industry including Asylum, Atlantic, East West, Elektra, Nonesuch, Reprise, Rhino, Roadrunner, Rykodisc, Sire, Warner Bros. and Word, as well as Warner/Chappell Music, one of the worlds leading music publishers, with a catalog of more than one million copyrights worldwide.
3
Safe Harbor Statement under Private Securities Litigation Reform Act of 1995
This communication includes forward-looking statements that reflect the current views of Warner Music Group about future events and financial performance. Words such as estimates, expects, anticipates, projects, plans, intends, believes, forecasts and variations of such words or similar expressions that predict or indicate future events or trends, or that do not relate to historical matters, identify forward-looking statements. All forward-looking statements are made as of today, and we disclaim any duty to update such statements. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that managements expectations, beliefs and projections will result or be achieved. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from our expectations. Please refer to our Form 10-K, Form 10-Qs and our other filings with the U.S. Securities and Exchange Commission concerning factors that could cause actual results to differ materially from those described in our forward-looking statements.
We maintain an Internet site at www.wmg.com. We use our website as a channel of distribution of material company information. Financial and other material information regarding Warner Music Group is routinely posted on and accessible at http://investors.wmg.com. In addition, you may automatically receive email alerts and other information about Warner Music Group by enrolling your email by visiting the email alerts section at http://investors.wmg.com. Our website and the information posted on it or connected to it shall not be deemed to be incorporated by reference into this communication.
4
Figure 1. Warner Music Group Corp. - Consolidated Statements of Operations, Three & Six Months Ended 3/31/12 versus 3/31/11
(dollars in millions)
Successor | Predecessor | |||||||||||||
For the Three Months Ended March 31, 2012 |
For the Three Months Ended March 31, 2011 |
% Change |
||||||||||||
(unaudited) | (unaudited) | |||||||||||||
Revenues |
$ | 628 | $ | 684 | (8 | %) | ||||||||
Costs and expenses: |
||||||||||||||
Cost of revenues |
(323 | ) | (359 | ) | (10 | %) | ||||||||
Selling, general and administrative expenses |
(233 | ) | (252 | ) | (8 | %) | ||||||||
Transaction costs |
| (2 | ) | (100 | %) | |||||||||
Amortization of intangible assets |
(50 | ) | (55 | ) | (9 | %) | ||||||||
|
|
|
|
|
|
|||||||||
Total costs and expenses |
$ | (606 | ) | $ | (668 | ) | (9 | %) | ||||||
|
|
|
|
|
|
|||||||||
Operating income |
$ | 22 | $ | 16 | 38 | % | ||||||||
Interest expense, net |
(56 | ) | (47 | ) | 19 | % | ||||||||
Other income (expense), net |
2 | (1 | ) | | ||||||||||
|
|
|
|
|
|
|||||||||
Loss before income taxes |
$ | (32 | ) | $ | (32 | ) | | |||||||
|
|
|
|
|
|
|||||||||
Income tax expense |
(2 | ) | (7 | ) | (71 | %) | ||||||||
|
|
|
|
|
|
|||||||||
Net loss |
$ | (34 | ) | $ | (39 | ) | (13 | %) | ||||||
Less: (income) loss attributable to noncontrolling interest |
(2 | ) | 1 | | ||||||||||
|
|
|
|
|
|
|||||||||
Net loss attributable to Warner Music Group Corp. |
$ | (36 | ) | $ | (38 | ) | (5 | %) | ||||||
|
|
|
|
|
|
Successor | Predecessor | |||||||||||||
For the Six Months Ended March 31, 2012 |
For the
Six Months Ended March 31, 2011 |
% Change |
||||||||||||
(unaudited) | (unaudited) | |||||||||||||
Revenues |
$ | 1,407 | $ | 1,462 | (4 | %) | ||||||||
Costs and expenses: |
||||||||||||||
Cost of revenues |
(747 | ) | (790 | ) | (5 | %) | ||||||||
Selling, general and administrative expenses |
(501 | ) | (518 | ) | (3 | %) | ||||||||
Transaction costs |
| (2 | ) | (100 | %) | |||||||||
Amortization of intangible assets |
(98 | ) | (109 | ) | (10 | %) | ||||||||
|
|
|
|
|
|
|||||||||
Total costs and expenses |
$ | (1,346 | ) | $ | (1,419 | ) | (5 | %) | ||||||
|
|
|
|
|
|
|||||||||
Operating income |
$ | 61 | $ | 43 | 42 | % | ||||||||
Interest expense, net |
(113 | ) | (94 | ) | 20 | % | ||||||||
Other expense, net |
| (1 | ) | (100 | %) | |||||||||
|
|
|
|
|
|
|||||||||
Loss before income taxes |
$ | (52 | ) | $ | (52 | ) | | |||||||
|
|
|
|
|
|
|||||||||
Income tax expense |
(8 | ) | (5 | ) | 60 | % | ||||||||
|
|
|
|
|
|
|||||||||
Net loss |
$ | (60 | ) | $ | (57 | ) | 5 | % | ||||||
Less: (income) loss attributable to noncontrolling interest |
(2 | ) | 1 | | ||||||||||
|
|
|
|
|
|
|||||||||
Net loss attributable to Warner Music Group Corp. |
$ | (62 | ) | $ | (56 | ) | 11 | % | ||||||
|
|
|
|
|
|
5
Figure 2. Warner Music Group Corp. - Consolidated Balance Sheets as of 3/31/12 and 09/30/11
(dollars in millions)
March 31, 2012 |
September 30, 2011 |
% Change |
||||||||||
(unaudited) | (unaudited) | |||||||||||
Assets: |
||||||||||||
Current Assets |
||||||||||||
Cash & cash equivalents |
$ | 272 | $ | 154 | 77 | % | ||||||
Accounts receivable, less allowances of $73 and $40 |
306 | 385 | (21 | %) | ||||||||
Inventories |
27 | 29 | (7 | %) | ||||||||
Royalty advances (expected to be recouped w/in 1 year) |
129 | 135 | (4 | %) | ||||||||
Deferred tax assets |
54 | 54 | | |||||||||
Other current assets |
50 | 45 | 11 | % | ||||||||
|
|
|
|
|
|
|||||||
Total Current Assets |
$ | 838 | $ | 802 | 4 | % | ||||||
Royalty advances (expected to be recouped after 1 year) |
158 | 173 | (9 | %) | ||||||||
Property, plant & equipment, net |
172 | 182 | (5 | %) | ||||||||
Goodwill |
1,376 | 1,372 | | |||||||||
Intangible assets subject to amortization, net |
2,588 | 2,678 | (3 | %) | ||||||||
Intangible assets not subject to amortization |
102 | 102 | | |||||||||
Other assets |
70 | 71 | (1 | %) | ||||||||
|
|
|
|
|
|
|||||||
Total Assets |
$ | 5,304 | $ | 5,380 | (1 | %) | ||||||
|
|
|
|
|
|
|||||||
Liabilities & Equity: |
||||||||||||
Current Liabilities |
||||||||||||
Accounts payable |
$ | 143 | $ | 165 | (13 | %) | ||||||
Accrued royalties |
1,004 | 974 | 3 | % | ||||||||
Accrued liabilities |
202 | 217 | (7 | %) | ||||||||
Accrued interest |
89 | 55 | 62 | % | ||||||||
Deferred revenue |
102 | 101 | 1 | % | ||||||||
Other current liabilities |
3 | 10 | (70 | %) | ||||||||
|
|
|
|
|
|
|||||||
Total Current Liabilities |
$ | 1,543 | $ | 1,522 | 1 | % | ||||||
Long-term debt |
2,212 | 2,217 | | |||||||||
Deferred tax liabilities |
401 | 411 | (2 | %) | ||||||||
Other noncurrent liabilities |
136 | 148 | (8 | %) | ||||||||
|
|
|
|
|
|
|||||||
Total Liabilities |
$ | 4,292 | $ | 4,298 | | |||||||
Common stock |
| | ||||||||||
Additional paid-in capital |
1,129 | 1,129 | | |||||||||
Accumulated deficit |
(93 | ) | (31 | ) | | |||||||
Accumulated other comprehensive loss, net |
(41 | ) | (33 | ) | 24 | % | ||||||
|
|
|
|
|
|
|||||||
Total Warner Music Group Corp. Equity |
$ | 995 | $ | 1,065 | (7 | %) | ||||||
Noncontrolling interest |
17 | 17 | | |||||||||
|
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|
|
|
|||||||
Total Equity |
1,012 | 1,082 | (6 | %) | ||||||||
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|
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Total Liabilities & Equity |
$ | 5,304 | $ | 5,380 | (1 | %) | ||||||
|
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|
|
6
Figure 3. Warner Music Group Corp. - Summarized Statements of Cash Flows, Three & Six Months Ended 3/31/12 versus 3/31/11
(dollars in millions)
Successor | Predecessor | |||||||||
For the Three Months Ended March 31, 2012 |
For the Three Months Ended March 31, 2011 |
|||||||||
(unaudited) | (unaudited) | |||||||||
Net cash provided by operating activities |
$ | 121 | $ | 106 | ||||||
Net cash used in investing activities |
(18 | ) | (60 | ) | ||||||
Net cash used in financing activities |
(1 | ) | (1 | ) | ||||||
Effect of foreign currency exchange rates on cash and equivalents |
2 | 11 | ||||||||
|
|
|
|
|||||||
Net increase in cash and equivalents |
$ | 104 | $ | 56 | ||||||
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|
Successor | Predecessor | |||||||||
For the
Six Months Ended March 31, 2012 |
For the
Six Months Ended March 31, 2011 |
|||||||||
(unaudited) | (unaudited) | |||||||||
Net cash provided by (used in) operating activities |
$ | 146 | $ | (7 | ) | |||||
Net cash used in investing activities |
(29 | ) | (126 | ) | ||||||
Net cash used in financing activities |
(2 | ) | (1 | ) | ||||||
Effect of foreign currency exchange rates on cash |
3 | 14 | ||||||||
|
|
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|
|||||||
Net increase (decrease) in cash and equivalents |
$ | 118 | $ | (120 | ) | |||||
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|
Supplemental Disclosures Regarding Non-GAAP Financial Measures
We evaluate our operating performance based on several factors, including the following non-GAAP financial measures:
OIBDA
OIBDA reflects our operating income before non-cash depreciation of tangible assets, non-cash amortization of intangible assets and non-cash impairment charges to reduce the carrying value of goodwill and intangible assets. We consider OIBDA to be an important indicator of the operational strengths and performance of our businesses, and believe the presentation of OIBDA helps improve the ability to understand the companys operating performance and evaluate our performance in comparison to comparable periods. However, a limitation of the use of OIBDA as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenue in our businesses. Accordingly, OIBDA should be considered in addition to, not as a substitute for, operating income, net income (loss) and other measures of financial performance reported in accordance with accounting principles generally accepted in the U.S (GAAP). In addition, OIBDA, as we calculate it, may not be comparable to similarly titled measures employed by other companies.
7
Figure 4. Warner Music Group Corp. - Reconciliation of OIBDA to Net Loss, Three & Six Months Ended 3/31/12 versus 3/31/11
(dollars in millions)
Successor | Predecessor | |||||||||||||
For the Three Months Ended March 31, 2012 |
For the Three Months Ended March 31, 2011 |
% Change |
||||||||||||
(unaudited) | (unaudited) | |||||||||||||
OIBDA |
$ | 85 | $ | 82 | 4 | % | ||||||||
Depreciation expense |
(13 | ) | (11 | ) | 18 | % | ||||||||
Amortization expense |
(50 | ) | (55 | ) | (9 | %) | ||||||||
|
|
|
|
|
|
|||||||||
Operating income |
$ | 22 | $ | 16 | 38 | % | ||||||||
Interest expense, net |
(56 | ) | (47 | ) | 19 | % | ||||||||
Other income (expense), net |
2 | (1 | ) | | ||||||||||
|
|
|
|
|
|
|||||||||
Loss before income taxes |
$ | (32 | ) | $ | (32 | ) | | |||||||
|
|
|
|
|
|
|||||||||
Income tax expense |
(2 | ) | (7 | ) | (71 | %) | ||||||||
|
|
|
|
|
|
|||||||||
Net loss |
$ | (34 | ) | $ | (39 | ) | (13 | %) | ||||||
Less: (income) loss attributable to noncontrolling interest |
(2 | ) | 1 | | ||||||||||
|
|
|
|
|
|
|||||||||
Net loss attributable to Warner Music Group Corp. |
$ | (36 | ) | $ | (38 | ) | (5 | %) | ||||||
|
|
|
|
|
|
|||||||||
Operating income margin |
3.5 | % | 2.3 | % | ||||||||||
OIBDA margin |
13.5 | % | 12.0 | % |
Successor | Predecessor | |||||||||||||
For the
Six Months Ended March 31, 2012 |
For the Six Months Ended March 31, 2011 |
% Change |
||||||||||||
(unaudited) | (unaudited) | |||||||||||||
OIBDA |
$ | 184 | $ | 172 | 7 | % | ||||||||
Depreciation expense |
(25 | ) | (20 | ) | 25 | % | ||||||||
Amortization expense |
(98 | ) | (109 | ) | (10 | %) | ||||||||
|
|
|
|
|
|
|||||||||
Operating income |
$ | 61 | $ | 43 | 42 | % | ||||||||
Interest expense, net |
(113 | ) | (94 | ) | 20 | % | ||||||||
Other expense, net |
| (1 | ) | (100 | %) | |||||||||
|
|
|
|
|
|
|||||||||
Loss before income taxes |
$ | (52 | ) | $ | (52 | ) | | |||||||
|
|
|
|
|
|
|||||||||
Income tax expense |
(8 | ) | (5 | ) | 60 | % | ||||||||
|
|
|
|
|
|
|||||||||
Net loss |
$ | (60 | ) | $ | (57 | ) | 5 | % | ||||||
Less: (income) loss attributable to noncontrolling interest |
(2 | ) | 1 | | ||||||||||
|
|
|
|
|
|
|||||||||
Net loss attributable to Warner Music Group Corp. |
$ | (62 | ) | $ | (56 | ) | 11 | % | ||||||
|
|
|
|
|
|
|||||||||
Operating income margin |
4.3 | % | 2.9 | % | ||||||||||
OIBDA margin |
13.1 | % | 11.8 | % |
8
Figure 5. Warner Music Group Corp. - Reconciliation of Segment Operating Income to OIBDA, Three & Six Months Ended 3/31/12 versus 3/31/11
(dollars in millions)
Successor | Predecessor | |||||||||||||
For the Three Months Ended March 31, 2012 |
For the Three Months Ended March 31, 2011 |
% Change |
||||||||||||
(unaudited) | (unaudited) | |||||||||||||
Total WMG Operating Income - GAAP |
$ | 22 | $ | 16 | 38 | % | ||||||||
Depreciation and Amortization |
63 | 66 | (5 | %) | ||||||||||
|
|
|
|
|
|
|||||||||
Total WMG OIBDA |
$ | 85 | $ | 82 | 4 | % | ||||||||
|
|
|
|
|
|
|||||||||
Recorded Music Operating Income - GAAP |
$ | 7 | $ | 10 | (30 | %) | ||||||||
Depreciation and Amortization |
41 | 44 | (7 | %) | ||||||||||
|
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|
|
|
|
|||||||||
Recorded Music OIBDA |
$ | 48 | $ | 54 | (11 | %) | ||||||||
|
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|
|||||||||
Music Publishing Operating Income - GAAP |
$ | 36 | $ | 31 | 16 | % | ||||||||
Depreciation and Amortization |
18 | 19 | (5 | %) | ||||||||||
|
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|
|
|
|
|||||||||
Music Publishing OIBDA |
$ | 54 | $ | 50 | 8 | % | ||||||||
|
|
|
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|
|
Successor | Predecessor | |||||||||||||
For the
Six Months Ended March 31, 2012 |
For the
Six Months Ended March 31, 2011 |
% Change |
||||||||||||
(unaudited) | (unaudited) | |||||||||||||
Total WMG Operating Income - GAAP |
$ | 61 | $ | 43 | 42 | % | ||||||||
Depreciation and Amortization |
123 | 129 | (5 | %) | ||||||||||
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|
|
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Total WMG OIBDA |
$ | 184 | $ | 172 | 7 | % | ||||||||
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|
|
|||||||||
Recorded Music Operating Income - GAAP |
$ | 68 | $ | 57 | 19 | % | ||||||||
Depreciation and Amortization |
82 | 87 | (6 | %) | ||||||||||
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|
|
|||||||||
Recorded Music OIBDA |
$ | 150 | $ | 144 | 4 | % | ||||||||
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|
|
|||||||||
Music Publishing Operating Income - GAAP |
$ | 38 | $ | 31 | 23 | % | ||||||||
Depreciation and Amortization |
34 | 37 | (8 | %) | ||||||||||
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|
|
|
|
|||||||||
Music Publishing OIBDA |
$ | 72 | $ | 68 | 6 | % | ||||||||
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Constant Currency
Because exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of revenue on a constant-currency basis in addition to reported revenue helps improve the ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant-currency information compares results between periods as if exchange rates had remained constant period over period. We use results on a constant-currency basis as one measure to evaluate our performance. We calculate constant-currency results by applying current-year foreign currency exchange rates to prior-year results. However, a limitation of the use of the constant-currency results as a performance measure is that it does not reflect the impact of exchange rates on our revenue, including, for example, the $6 million, $4 million and $1 million unfavorable impact of exchange rates on our Total, Recorded Music and Music Publishing revenue, in the three months ended March 31, 2012 compared to the prior-year quarter. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP. Results on a constant-currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not a measure of performance presented in accordance with GAAP.
9
Figure 6. Warner Music Group Corp. - Revenue by Geography and Segment, Three & Six Months Ended 3/31/12 versus 3/31/11 as Reported and Constant Currency
(dollars in millions)
Successor | Predecessor | Predecessor | ||||||||||||
For the Three Months Ended March 31, 2012 |
For the Three Months Ended March 31, 2011 |
For the Three Months Ended March 31, 2011 |
||||||||||||
As reported | As reported | Constant $ | ||||||||||||
(unaudited) | (unaudited) | (unaudited) | ||||||||||||
US revenue |
||||||||||||||
Recorded Music |
$ | 211 | $ | 254 | $ | 254 | ||||||||
Music Publishing |
55 | 61 | 61 | |||||||||||
International revenue |
||||||||||||||
Recorded Music |
292 | 298 | 294 | |||||||||||
Music Publishing |
73 | 76 | 75 | |||||||||||
Intersegment eliminations |
(3 | ) | (5 | ) | (6 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Total Revenue |
$ | 628 | $ | 684 | $ | 678 | ||||||||
|
|
|
|
|
|
|||||||||
Revenue by Segment: |
||||||||||||||
Recorded Music |
$ | 503 | $ | 552 | $ | 548 | ||||||||
Music Publishing |
||||||||||||||
Mechanical |
32 | 34 | 34 | |||||||||||
Performance |
47 | 50 | 49 | |||||||||||
Synchronization |
32 | 31 | 31 | |||||||||||
Digital |
14 | 17 | 17 | |||||||||||
Other |
3 | 5 | 5 | |||||||||||
|
|
|
|
|
|
|||||||||
Total Music Publishing |
128 | 137 | 136 | |||||||||||
Intersegment eliminations |
(3 | ) | (5 | ) | (6 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Total Revenue |
$ | 628 | $ | 684 | $ | 678 | ||||||||
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|||||||||
Total Digital Revenue |
$ | 235 | $ | 220 | $ | 219 | ||||||||
|
|
|
|
|
|
Successor | Predecessor | Predecessor | ||||||||||||
For the
Six Months Ended March 31, 2012 |
For the
Six Months Ended March 31, 2011 |
For the
Six Months Ended March 31, 2011 |
||||||||||||
As reported | As reported | Constant $ | ||||||||||||
(unaudited) | (unaudited) | (unaudited) | ||||||||||||
US revenue |
||||||||||||||
Recorded Music |
$ | 469 | $ | 503 | $ | 503 | ||||||||
Music Publishing |
96 | 100 | 100 | |||||||||||
International revenue |
||||||||||||||
Recorded Music |
695 | 711 | 711 | |||||||||||
Music Publishing |
155 | 157 | 156 | |||||||||||
Intersegment eliminations |
(8 | ) | (9 | ) | (9 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Total Revenue |
$ | 1,407 | $ | 1,462 | $ | 1,461 | ||||||||
|
|
|
|
|
|
|||||||||
Revenue by Segment: |
||||||||||||||
Recorded Music |
$ | 1,164 | $ | 1,214 | $ | 1,214 | ||||||||
Music Publishing |
||||||||||||||
Mechanical |
65 | 73 | 73 | |||||||||||
Performance |
95 | 94 | 94 | |||||||||||
Synchronization |
56 | 55 | 55 | |||||||||||
Digital |
29 | 28 | 28 | |||||||||||
Other |
6 | 7 | 6 | |||||||||||
|
|
|
|
|
|
|||||||||
Total Music Publishing |
251 | 257 | 256 | |||||||||||
Intersegment eliminations |
(8 | ) | (9 | ) | (9 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Total Revenue |
$ | 1,407 | $ | 1,462 | $ | 1,461 | ||||||||
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|||||||||
Total Digital Revenue |
$ | 454 | $ | 407 | $ | 408 | ||||||||
|
|
|
|
|
|
10
Free Cash Flow
Free Cash Flow reflects our cash flow provided by operating activities less capital expenditures and cash paid or received for investments. We use Free Cash Flow, among other measures, to evaluate our operating performance. Management believes Free Cash Flow provides investors with an important perspective on the cash available to service debt, fund ongoing operations and working capital needs, make strategic acquisitions and investments and pay any dividends or fund any repurchases of our outstanding notes or common stock in open market purchases, privately negotiated purchases or otherwise. As a result, Free Cash Flow is a significant measure of our ability to generate long-term value. It is useful for investors to know whether this ability is being enhanced or degraded as a result of our operating performance. We believe the presentation of Free Cash Flow is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. In addition, Free Cash Flow is also a primary measure used externally by our investors and analysts for purposes of valuation and comparing the operating performance of our company to other companies in our industry.
Because Free Cash Flow is not a measure of performance calculated in accordance with GAAP, Free Cash Flow should not be considered in isolation of, or as a substitute for, net income (loss) as an indicator of operating performance or cash flow provided by operating activities as a measure of liquidity. Free Cash Flow, as we calculate it, may not be comparable to similarly titled measures employed by other companies. In addition, Free Cash Flow does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs. Because Free Cash Flow deducts capital expenditures and cash paid or received for investments from cash flow provided by operating activities (the most directly comparable GAAP financial measure), users of this information should consider the types of events and transactions that are not reflected. We provide below a reconciliation of Free Cash Flow to the most directly comparable amount reported under GAAP, which is net cash flow (used in) provided by operating activities.
Unlevered After-Tax Cash Flow
Free Cash Flow includes cash paid for interest. We also review our cash flow adjusted for cash paid for interest, a measure we call Unlevered After-Tax Cash Flow. Management believes this measure provides investors with an additional important perspective on our cash generation ability. We consider Unlevered After-Tax Cash Flow to be an important indicator of the performance of our businesses and believe the presentation is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. A limitation of the use of this measure is that it does not reflect the charges for cash interest and, therefore, does not necessarily represent funds available for discretionary use, and is not necessarily a measure of the companys ability to fund its cash needs. Accordingly, this measure should be considered in addition to, not as a substitute for, net cash flow provided by operating activities and other measures of liquidity reported in accordance with GAAP.
11
Figure 7. Warner Music Group Corp. - Calculation of Free Cash Flow and Unlevered After-Tax Cash Flow, Three & Six Months Ended 3/31/12 versus 3/31/11
(dollars in millions)
Successor | Predecessor | |||||||||
For the Three Months Ended March 31, 2012 |
For the Three Months Ended March 31, 2011 |
|||||||||
(unaudited) | (unaudited) | |||||||||
Net cash flow provided by operating activities |
$ | 121 | $ |
106 |
| |||||
Less: Capital expenditures |
7 | 14 | ||||||||
Less: Net cash paid for investments |
11 | 46 | ||||||||
|
|
|
|
|||||||
Free Cash Flow |
$ | 103 | $ | 46 | ||||||
|
|
|
|
|||||||
Plus: Cash paid for interest |
| | ||||||||
|
|
|
|
|||||||
Unlevered After-Tax Cash Flow |
$ | 103 | $ | 46 | ||||||
|
|
|
|
Successor | Predecessor | |||||||||
For the
Six Months Ended March 31, 2012 |
For the
Six Months Ended March 31, 2011 |
|||||||||
Net cash flow provided by (used in) operating activities |
$ | 146 | $ | (7 | ) | |||||
Less: Capital expenditures |
13 | 22 | ||||||||
Less: Net cash paid for investments |
16 | 104 | ||||||||
|
|
|
|
|||||||
Free Cash Flow |
$ | 117 | $ | (133 | ) | |||||
|
|
|
|
|||||||
Plus: Cash paid for interest |
79 | 88 | ||||||||
|
|
|
|
|||||||
Unlevered After-Tax Cash Flow |
$ | 196 | $ | (45 | ) | |||||
|
|
|
|
###
Media Contact: | Investor Contact: | |||
Will Tanous | Erika Begun | |||
(212) 275-2244 | (212) 275-4850 | |||
Will.Tanous@wmg.com | Erika.Begun@wmg.com |
12
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