<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 for the quarterly period ended March 31, 2000.
or
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to
Commission file number 1- 14595
FOX ENTERTAINMENT GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4066193
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1211 Avenue of the Americas, New York, NY 10036
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (212) 852-7111
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----------------
As of May 1, 2000, 176,559,834 shares of Class A Common Stock, par value $.01
per share, and 547,500,000 shares of Class B Common Stock, par value $.01 per
share, were outstanding.
<PAGE>
FOX ENTERTAINMENT GROUP, INC.
FORM 10-Q
TABLE OF CONTENTS
-----------------
Page
----
Part I. Financial Information
Item 1. Financial Statements
Unaudited Consolidated Condensed Statements of Operations for
the three and nine months ended March 31, 2000 and 1999........... 1
Consolidated Condensed Balance Sheets at March 31, 2000
(unaudited) and at June 30, 1999.................................. 2
Unaudited Consolidated Condensed Statements of Cash Flows
for the nine months ended March 31, 2000 and 1999................. 3
Notes to the Unaudited Consolidated Condensed
Financial Statements.............................................. 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 8
Item 3. Quantitative and Qualitative Disclosures About
Market Risk........................................... 14
Part II. Other Information..................................... 15
Signature................................................................. 17
Exhibit Index............................................................. 18
<PAGE>
FOX ENTERTAINMENT GROUP, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
March 31, March 31, March 31, March 31,
--------- --------- --------- ---------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $1,884 $1,733 $6,121 $6,088
Expenses:
Operating 1,393 1,347 4,543 4,723
Selling, general and administrative 229 203 717 580
Depreciation and amortization 111 83 324 226
------------ ---------------- ------------------- ---------------------
Operating income 151 100 537 559
Other expense:
Interest expense, net (80) (56) (221) (179)
Equity in losses of affiliates (37) (30) (35) (96)
Minority interest - - (2) -
------------ ----------------- ------------------- ---------------------
Income before income taxes 34 14 279 284
Income tax expense on a stand-alone basis (15) (6) (123) (114)
------------ ----------------- ------------------- ---------------------
Net income $ 19 $ 8 $ 156 $ 170
============ ================= =================== =====================
Basic and diluted earnings per share $0.03 $0.01 $0.22 $0.28
============ ================= =================== =====================
Basic and diluted weighted average number
of common equivalent shares outstanding 724 672 721 611
============ ================= =================== =====================
</TABLE>
The accompanying notes are an integral part of these unaudited consolidated
condensed financial statements.
1
<PAGE>
FOX ENTERTAINMENT GROUP, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in millions, except share and per share amounts)
<TABLE>
<CAPTION>
March 31, June 30,
2000 1999
---- ----
(unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 133 $ 121
Accounts receivable, net 2,083 1,756
Filmed entertainment and television programming costs, net 3,459 2,621
Investments in equity affiliates 1,540 785
Property and equipment, net 1,439 1,321
Intangible assets, net 7,882 5,818
Other assets and investments 1,382 741
------------------- --------------
Total assets $17,918 $13,163
=================== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 2,001 $ 1,682
Participations, residuals and royalties payable 1,062 1,321
Television programming rights payable 974 566
Borrowings 969 53
Deferred income taxes 1,074 975
Deferred revenue and other liabilities 929 508
------------------- --------------
7,009 5,105
Due to intercompany affiliates 2,631 1,389
------------------- --------------
Total liabilities 9,640 6,494
------------------- --------------
Minority Interest 19 1
SHAREHOLDERS' EQUITY
Class A Common stock, $.01 par value per share; 1,000,000,000
authorized; 176,559,834 and 124,800,000 issued and outstanding at
March 31, 2000 and June 30, 1999, respectively 2 1
Class B Common stock, $.01 par value per share; 650,000,000
authorized; 547,500,000 issued and outstanding at March 31, 2000
and June 30, 1999, respectively 6 6
Paid in capital 8,023 6,599
Retained earnings and other accumulated comprehensive income 228 62
------------------- --------------
Total shareholders' equity 8,259 6,668
------------------- --------------
Total liabilities and shareholders' equity $17,918 $13,163
=================== ==============
</TABLE>
The accompanying notes are an integral part of these unaudited consolidated
condensed financial statements.
2
<PAGE>
FOX ENTERTAINMENT GROUP, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in millions)
<TABLE>
<CAPTION>
For the nine months ended
March 31,
2000 1999
------ -------
<S> <C> <C>
Operating Activities:
Net income $ 156 $ 170
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation and amortization 324 226
Equity in losses of affiliates 35 96
Change in operating assets and liabilities, net of acquisition:
Accounts receivable and other assets (244) (184)
Filmed entertainment and television programming costs, net (766) (491)
Accounts payable and accrued liabilities 353 405
Participations, residuals and royalties payable and other (120) --
--------------- --------------------
Net cash (used in) provided by operating activities (262) 222
--------------- --------------------
Investing Activities:
Cash acquired 63 -
Purchases of property and equipment, net of acquisition (171) (198)
Investments in equity affiliates, net of acquisition (157) (92)
Other investments (135) (137)
--------------- --------------------
Net cash used in investing activities (400) (427)
--------------- --------------------
Financing Activities:
Borrowings 146 107
Repayment of borrowings (730) (245)
Net proceeds from sale of Class A Common Stock - 2,689
Advances from (to) affiliates, net 1,258 (2,108)
--------------- --------------------
Net cash provided by financing activities 674 443
--------------- --------------------
Net increase in cash and cash equivalents 12 238
Cash and cash equivalents, beginning of period 121 101
--------------- --------------------
Cash and cash equivalents, end of period $ 133 $ 339
=============== ====================
Supplemental information on business acquired:
Fair value of assets acquired $3,313
Cash acquired 63
Less: Liabilities assumed 1,951
---------------
Stock issued $1,425
===============
</TABLE>
The accompanying notes are an integral part of these unaudited consolidated
condensed financial statements.
3
<PAGE>
FOX ENTERTAINMENT GROUP, INC.
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
Fox Entertainment Group, Inc. and its subsidiaries (the "Company") are
principally engaged in the development, production and worldwide distribution of
feature films and television programs, television broadcasting and cable network
programming. The Company was incorporated in Delaware in May 1985 as Twentieth
Holdings Corporation. In 1998, the Company changed its corporate name to Fox
Entertainment Group, Inc.
On November 11, 1998, the Company consummated an initial public offering through
the issuance and sale of 124,800,000 shares of Class A Common Stock. Prior to
the initial public offering, The News Corporation Limited ("News Corporation")
effected a reorganization by contributing to the Company at book value certain
of its assets and subsidiaries engaged in the production and distribution of
feature films, television programming and cable network programming. As of March
31, 2000, News Corporation's equity and voting interest in the Company was
82.76% and 97.80%, respectively.
The financial statements prior to November 11, 1998 were presented on a combined
basis. The financial statements presented subsequent to November 11, 1998 are
consolidated to reflect the reorganization. For reporting purposes, the
financial statements for all periods are collectively referred to as
consolidated financial statements.
The financial information included herein may not necessarily reflect the
consolidated results of operations, financial position, changes in shareholders'
equity and cash flows of the Company in the future or what they would have been
had the Company been a separate, stand-alone entity during all the periods
presented.
The accompanying unaudited consolidated condensed financial statements of the
Company have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation have been reflected in these unaudited
consolidated condensed financial statements. Operating results for the interim
period presented is not necessarily indicative of the results that may be
expected for the fiscal year ending June 30, 2000.
These interim unaudited consolidated condensed financial statements and notes
thereto should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company's Form 10-K/A filed with
the Securities and Exchange Commission on March 29, 2000.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
consolidated condensed financial statements and the reported amounts of revenues
and expenses during the reporting period. Because of the use of estimates
inherent in the financial reporting process, actual results could differ from
those estimates.
Accumulated other comprehensive income, as of March 31, 2000 was $13 million.
It includes currency translation adjustments of $7 million and $10 million of
income for the three and nine months ended March 31, 2000, respectively. For
the three and nine months ended March 31, 1999, other comprehensive income
includes currency translation adjustments of $2 million.
Certain prior year amounts have been reclassified to conform to the fiscal 2000
presentation.
4
<PAGE>
FOX ENTERTAINMENT GROUP, INC.
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 2 - Significant Transactions
In July 1999, News Corporation acquired substantially all of Liberty Media
Corporation's ("Liberty") 50% interest in Fox/Liberty Networks, LLC and
Fox/Liberty Ventures, LLC. In exchange for its interest, Liberty received
approximately 51.8 million News Corporation ADRs (representing 207.1 million
preferred limited voting ordinary shares of News Corporation) valued at $1.425
billion.
Upon consummation of this transaction, News Corporation transferred the acquired
interests to the Company in exchange for 51,759,834 shares of the Company's
Class A Common shares valued at $1.425 billion. This transfer to the Company
increased News Corporation's equity interest to 82.76% from 81.44% while its
voting interest remained at 97.80%. Concurrent with this transaction, the
Company repaid approximately $678 million of Fox/Liberty Networks, LLC's
outstanding bank debt. The repayment of this bank debt was funded through
additional advances from an affiliate. Fox/Liberty Networks, LLC was
subsequently renamed Fox Sports Networks, LLC ("Fox Sports Networks). The
acquisition has been accounted for as a purchase business combination. The
Company has performed a preliminary purchase price allocation and will finalize
this allocation during fiscal 2000.
In November 1999, Fox Kids Europe N.V. ("FKE"), a subsidiary of 49.5% owned
equity affiliate Fox Family Worldwide, Inc. ("FFW") completed an initial public
offering of 24% of FKE ordinary shares. The resulting gain for FFW included in
the Company's equity in losses of affiliates and net income was approximately
$61 million and $39 million, respectively.
On January 26, 2000, the Company completed a series of integrated non-cash
transactions a 50% interest with Healtheon/WebMD Corporation ("Healtheon") to
exchange media branding services and a 50% interest in The Health Network (a
health and fitness programming network and web site) for a cost basis preferred
stock interest in Healtheon. Pursuant to these transactions, Healtheon issued to
the Company Series A preferred stock, valued at approximately $500 million,
which will convert to approximately 14.4 million shares of Healtheon common
stock in three years. In consideration for the transfer to Healtheon of the
remaining 50% interest in The Health Network, the Company can receive up to a
maximum of 8.3 million additional Healtheon common shares over a five-year
period, based upon The Health Network achieving certain milestones. The Company
is obligated to fund the network an additional $45 million over the next three
years. The Company has agreed to provide media branding services, including
advertising and promotion valued at approximately $400 million, over the next
ten years. Through March 2000, the Company has provided approximately $2 million
of media services to Healtheon under this transaction. In related transactions
with News Corporation, Healtheon issued 2 million shares of common stock and
Series A preferred stock which, will convert to 6.9 million shares of common
stock.
Note 3 - Segment Information
The Company reports its activities in five business segments: Filmed
Entertainment, which principally consists of the production and acquisition of
live-action and animated motion pictures for distribution and licensing in all
formats in entertainment media, primarily in the United States, Canada and
Europe, and the production of original television programming in the United
States and Canada; Television Stations, which principally consists of the
operation of broadcast television stations; Television Broadcast Network, which
principally consists of the broadcasting of network programming; Other
Television Businesses, which represents other broadcast television related
activities; and Cable Network Programming, which principally consists of the
production and licensing of programming distributed through cable television
systems and direct broadcast satellite ("DBS") operators and professional sports
team ownership. The television related segments operate primarily in the United
States.
The previously reported Television segment has been revised to reflect three
separate reportable segments as follows: 1) Television Stations; 2) Television
Broadcast Network; and 3) Other Television Businesses. This presentation more
closely reflects the Company's internal management structure and the
organization of operating activities. The segment information for the three and
nine months ended March 31, 1999 has been revised for comparative purposes.
5
<PAGE>
FOX ENTERTAINMENT GROUP, INC.
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 3 - Segment Information (Continued)
The Company's reportable operating segments have been determined in accordance
with the Company's internal management structure, which is organized based on
operating activities. The Company evaluates performance based upon several
factors, of which the primary financial measure is segment operating income.
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
March 31, March 31,
2000 1999 2000 1999
------ ------ ------- -------
<S> <C> <C> <C> <C>
Revenues:
Filmed Entertainment........................... $ 805 $ 812 $ 2,667 $ 3,342
Television Stations............................ 341 335 1,167 1,074
Television Broadcast Network................... 439 498 1,353 1,377
Other Television Businesses.................... 26 31 70 97
Cable Network Programming...................... 273 57 864 198
----------- ----------- ----------- ----------
$1,884 $1,733 $ 6,121 $ 6,088
=========== =========== =========== ==========
Operating income (loss) and reconciliation to
income before income taxes:
Filmed Entertainment........................... $ 98 $ 41 $ 179 $ 330
Television Stations............................ 87 107 411 391
Television Broadcast Network................... (12) (1) (16) (51)
Other Television Businesses.................... (4) (6) (4) (2)
Cable Network Programming...................... (18) (41) (33) (109)
----------- ----------- ----------- ----------
Total operating income 151 100 537 559
----------- ----------- ----------- ----------
Interest expense, net........................... (80) (56) (221) (179)
Equity in losses of affiliates.................. (37) (30) (35) (96)
Minority interest............................... -- - (2) -
----------- ----------- ----------- ----------
Income before income taxes................... $ 34 $ 14 $ 279 $ 284
=========== =========== =========== ==========
March 31, June 30,
Total assets: 2000 1999
------- -------
Filmed Entertainment............................ $ 4,485 $ 4,233
Television Stations............................. 6,159 6,216
Television Broadcast Network.................... 1,287 934
Other Television Businesses..................... 574 51
Cable Network Programming....................... 3,873 944
Investments in equity affiliates................ 1,540 785
----------- ----------
$17,918 $13,163
=========== ==========
</TABLE>
Investments in equity affiliates are principally Cable Network Programming
entities. Other expense and income tax expense are not allocated to segments, as
they are not under the control of the segment's management. The Company does not
materially rely on any single customer. Revenues from any individual foreign
country were not material in the periods presented.
6
<PAGE>
Note 4 - Guarantees of News Corporation Debt
News Corporation and certain of its subsidiaries, including the Company and
certain subsidiaries of the Company (collectively, the "Fox Guarantors") are
guarantors of various debt obligations of News Corporation and certain of its
subsidiaries. The principal amount of indebtedness outstanding under such debt
instruments at March 31, 2000 was approximately $10.7 billion, which includes
obligations under News Corporation's Exchangeable Trust Originated Preferred
SecuritiesSM due 2016. The debt instruments limit the ability of News
Corporation and the Fox Guarantors to subject their properties to liens, and
certain of the debt instruments impose limitations on the ability of News
Corporation and its subsidiaries, including the Fox Guarantors, to incur
indebtedness in certain circumstances. Such debt instruments mature at various
times between 2000 and 2096, with a weighted average maturity of over 20 years.
Additional subsidiaries of the Company may from time to time be required to
become guarantors of certain debt obligations.
In the case of any event of default under such debt obligations, the Fox
Guarantors will be directly liable to the creditors or debt holders. News
Corporation has agreed to indemnify the Fox Guarantors from and against any
obligations they may incur by reason of their guarantees of such debt
obligations.
Note 5 - Filmed Entertainment and Television Programming Costs
Filmed entertainment and television programming costs, net consisted of the
following:
<TABLE>
<CAPTION>
March 31, June 30,
2000 1999
---- ----
(unaudited)
(in millions)
<S> <C> <C>
Filmed entertainment costs:
Released, less amortization. $1,182 $1,030
Completed, not released. 81 169
In process. 882 696
Television programming costs, less amortization. 1,314 726
----------------- -----------------
$3,459 $2,621
================= =================
</TABLE>
Note 6 - New/Proposed Accounting Standards
In October 1998, the Accounting Standards Executive Committee (`AcSEC') of the
American Institute of Certified Public Accountants issued an exposure draft of a
proposed Statement of Position, ` Accounting by Producers and Distributors of
Films' (the `SOP'), which would establish new accounting standards for producers
and distributors of films and supercede Statement of Financial Accounting
Standard No. 53. Based on AcSEC's conclusion, the SOP would require that
advertising costs for theatrical and television product be expensed as incurred.
This compares to the Company's existing policy of capitalizing and then
expensing advertising cost for theatrical product over the related revenue
streams. In addition, the SOP would require development cost for abandoned
projects and certain indirect overhead costs to be charged directly to expense,
instead of those costs being capitalized to filmed entertainment costs, which
currently is required under the existing accounting standard. At the time that
the Company adopts the final provisions of the SOP, it expects to record a one-
time, non-cash, after-tax charge as a cumulative effect of a change in
accounting principles. The provisions of the SOP are still being deliberated
upon by AcSEC and could change prior to the issuance of the final standard,
which is expected to be effective for the Company beginning in fiscal 2001.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, `Revenue Recognition in Financial Statements' (`SAB 101'). SAB
101 clarifies certain existing accounting principles for the recognition and
classification of revenues in financial statements. The new rules are expected
to result in some changes as to how the filmed entertainment industry classifies
its revenue, particularly relating to distribution arrangements for third-party
and co-financed joint ventures product, but is not expected to result in any
changes to net income. The Company is required to adopt SAB 101 during the first
quarter of fiscal 2001. As a result, the Company is in the process of evaluating
the overall impact of SAB 101 on its consolidated financial statements.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This document contains statements that constitute "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended. The words
"expect," "estimate," "anticipate," "predict," "believe" and similar expressions
and variations thereof are intended to identify forward-looking statements.
These statements appear in a number of places in this document and include
statements regarding the intent, belief or current expectations of the Fox
Entertainment Group, Inc. (the "Company"), its directors or its officers with
respect to, among other things, trends affecting the Company's financial
condition or results of operations. The readers of this document are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. Those risks and uncertainties
are discussed under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations", in the Company's Form 10-K/A for
the fiscal year ended June 30, 1999, as well as the information set forth below.
The Company does not ordinarily make projections of its future operating results
and undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Readers should carefully review other documents filed by the Company with the
Securities and Exchange Commission. This section should be read in conjunction
with the unaudited consolidated condensed financial statements of the Company
and related notes set forth elsewhere herein.
Prior to the initial public offering of Class A Common Stock of the Company, The
News Corporation Limited ("News Corporation") effected a reorganization by
contributing to the Company, at book value, certain of its assets and
subsidiaries engaged in the production and distribution of feature films,
television programming and cable network programming. The unaudited consolidated
condensed financial statements of the Company, which are discussed below,
reflect the historical results of operations, financial position and cash flows
of the Company's wholly owned subsidiaries prior to the reorganization,
consolidated with the historical financial information of the businesses which
were contributed to the Company from News Corporation as part of the
reorganization. Management believes the assumptions underlying the Company's
unaudited consolidated condensed financial statements to be reasonable. The
consolidated financial information prior to the reorganization included herein
is not necessarily indicative of the consolidated results of operations,
financial position and cash flows of the Company had the reorganization occurred
as of the beginning of the periods presented, or had the Company operated as a
separate, stand-alone entity during these periods.
The Company manages and reports its businesses in five segments: Filmed
Entertainment, which principally consists of the production and acquisition of
live-action and animated motion pictures for distribution and licensing in all
formats in all entertainment media, primarily in the United States , Canada and
Europe, and the production of original television programming in the United
States and Canada; Television Stations, which principally consists of the
operation of broadcast television stations; Television Broadcast Network, which
principally consists of the broadcasting of network programming; Other
Television Businesses, which represents other broadcast television related
activities; and Cable Network Programming, which principally consists of the
production and licensing of programming distributed through cable television
systems and direct broadcast satellite ("DBS") operators and professional sports
team ownership. The Company's interests in certain cable network programming and
related ventures, including Fox Family Worldwide, Inc. ("FFW") and International
Sports Programming Partners ("Fox Sports International"), are included in equity
in losses of affiliates and, accordingly, are not reported in the segments set
forth above. The television related segments operate primarily in the United
States.
Sources of Revenue:
Filmed Entertainment. The Filmed Entertainment segment derives revenue from
theatrical distribution, home video sales, and distribution through pay-per-
view, pay television services, broadcast and cable television. The revenues and
operating results of the Filmed Entertainment segment are significantly impacted
by the timing of the company's theatrical and home video releases, the number of
its original and returning television series that are aired by the broadcast
television networks and the number of its television series licensed in off-
network syndication. Theatrical release dates are determined by several factors,
including timing of vacation and holiday periods and competition in the
marketplace. Each motion picture is a separate and distinct product with its
financial success dependent upon many factors, including audience acceptance.
8
<PAGE>
Television Segments. The three television segments derive revenues principally
from the sale of advertising time. Generally, advertising time is sold to
national advertisers by Fox Broadcasting Company ("FOX") and to national and
local advertisers by the Company's group of 22 owned and operated television
broadcast stations (the "Fox Television Stations") in their respective markets.
The sale of advertising time is affected by viewer demographics, program ratings
and market conditions. Adverse changes in general market conditions for
advertising may also affect revenues.
Cable Network Programming. The Cable Network Programming segment derives a
significant portion of its revenues from monthly subscriber fees as well as from
the sale of advertising time. Monthly subscriber fees are dependent on
maintenance of carriage arrangements with cable television systems and DBS
operators. The sale of advertising time is affected by viewer demographics,
program ratings and general market conditions.
Components of Expenses:
Filmed Entertainment. Operating expenses incurred by the Filmed Entertainment
segment include the amortization of filmed entertainment costs (which generally
includes capitalized production, prints and advertising, capitalized overhead
and capitalized interest costs), certain exploitation costs, participations and
talent residuals. Selling, general and administrative expenses include salaries,
employee benefits, rent and other routine overhead expenses.
Television Segments and Cable Network Programming. Operating expenses of the
Television segments and the Cable Network Programming segment include
amortization of television programming costs (which includes acquired sports and
entertainment programming rights) as well as selling, general and administrative
expenses. Selling, general and administrative expenses include salaries, sales
commissions, employee benefits, marketing costs, rent and other routine overhead
expenses.
9
<PAGE>
Results of Operations - Three months ended March 31, 2000 vs. Three months ended
March 31, 1999
The following table sets forth the Company's operating results, by segment, for
the three months ended March 31, 2000 as compared to the three months ended
March 31, 1999:
<TABLE>
<CAPTION>
Three months ended
March 31,
2000 1999 Change
------ ------ ----
(in millions)
<S> <C> <C> <C>
Revenues:
Filmed Entertainment.......................... $ 805 $ 812 $ (7)
Television Stations........................... 341 335 6
Television Broadcast Network.................. 439 498 (59)
Other Television Businesses................... 26 31 (5)
Cable Network Programming..................... 273 57 216
--------------------- -------------------- -------------
Total Revenues................................ $1,884 $1,733 $151
===================== ==================== =============
Operating Income (Loss):
Filmed Entertainment.......................... $ 98 $ 41 $ 57
Television Stations........................... 87 107 (20)
Television Broadcast Network.................. (12) (1) (11)
Other Television Businesses................... (4) (6) 2
Cable Network Programming..................... (18) (41) 23
--------------------- -------------------- -------------
Total Operating Income......................... 151 100 51
Interest expense, net.......................... (80) (56) (24)
Equity in losses of affiliates................. (37) (30) (7)
Minority interest.............................. -- -- --
--------------------- -------------------- -------------
Income before income taxes..................... 34 14 20
Income tax expense............................. (15) (6) (9)
--------------------- -------------------- -------------
Net Income..................................... $ 19 $ 8 $ 11
===================== ==================== =============
Other Data:
Operating Income (Loss) Before Depreciation
and Amortization (1):
Filmed Entertainment.......................... $ 111 $ 51 $ 60
Television Stations........................... 133 150 (17)
Television Broadcast Network.................. (5) 1 (6)
Other Television Businesses................... (5) (4) (1)
Cable Network Programming..................... 28 (15) 43
--------------------- -------------------- -------------
Total Operating Income Before..................
Depreciation and Amortization (1)........... $ 262 $ 183 $ 79
===================== ==================== =============
</TABLE>
(1) Operating Income Before Depreciation and Amortization is defined as
operating income (loss) before depreciation and amortization. Operating
Income Before Depreciation and Amortization is presented supplementally as
management believes it is the most appropriate measure for evaluating
operating performance. The Company believes Operating Income Before
Depreciation and Amortization is a standard measure commonly reported and
widely used by analysts, investors and others associated with the media and
entertainment industry. Operating Income Before Depreciation and
Amortization eliminates the uneven effect across business segments of
considerable amounts of depreciation and amortization primarily resulting
from the value of intangible assets acquired in business combinations
accounted for by the purchase method of accounting. While many in the
financial community consider Operating Income Before Depreciation and
Amortization to be an important measure of comparative operating
performance, it should be considered in addition to, but not as a
substitute for, operating income, net income, cash flow and other measures
of financial performance prepared in accordance with GAAP. Additionally,
the Company's calculation of Operating Income Before Depreciation and
Amortization may be different than the calculation used by other companies
and therefore, comparability may be affected.
10
<PAGE>
Filmed Entertainment. For the third quarter of fiscal 2000, revenues decreased
1%, operating income increased 139% and operating income before depreciation
and amortization increased 118% compared to the corresponding period of the
preceding fiscal year. These results were led by increased contributions from
domestic and international pay television agreements covering available films
and series. These were partially offset by the current quarter's disappointing
results from the domestic theatrical releases of Here on Earth, Bartok and
Titus. The prior year period included disappointing results of The Thin Red
Line and Ravenous, which were partially offset by strong international
theatrical performances of There's Something About Mary and Dr. Dolittle.
Television Segments. For the third quarter of fiscal 2000, combined revenues
of the television related segments decreased 7% from the corresponding period
of the preceding fiscal year, operating income decreased by 29% and operating
income before depreciation and amortization decreased by 16%. The third
quarter operating income in the Television Stations segment decreased 19% as
compared to the corresponding period in the preceding year, primarily due to
the absence of profits from the telecast of the NFL Super Bowl Game in the
prior year. In the current year, strong advertising revenue from automotive,
new media and political spending, was partially offset by the cost for newly
acquired syndication programming including The Drew Carey Show and 3rd Rock
from the Sun. The Television Broadcast Network segment's decrease in operating
income over the prior year was primarily due to the increased programming
costs, higher abandonment costs associated with cancelled shows, higher
license fees incurred for returning series and higher NFL license and
production costs. These unfavorable variances were partially offset by higher
prime time net advertising revenue due to an increase in pricing, higher NFL
post season pricing and regular NFL season revenue.
Cable Network Programming. In connection with the acquisition of the remaining
50% in Fox Sports Networks, the Company changed the composition of this
segment. This segment now includes the Los Angeles Dodgers ("Dodgers") and
other cable related properties which were previously included in the Other
Television segment, as well as Fox Sports Networks. Prior year amounts reflect
the new segment composition. The revenues reported during the third quarter
reflect an increase of $216 million, an increase in operating income of $23
million and a $43 million increase in operating income before depreciation and
amortization compared to the corresponding period of the preceding fiscal
year. These significant increases primarily related to the first time
inclusion of the consolidated results of Fox Sports Networks as well as a
narrowing of losses at the Fox News Channel. The Fox News Channel continues to
expand its distribution and currently has approximately 47 million
subscribers, up from 36.5 million a year ago.
Equity in losses of affiliates. Equity in losses of affiliates increased in
the quarter to $37 million from $30 million in the prior year primary due to
the losses at The Health Network and The National Geographic International
Channel, both of which were launched in Fiscal 2000. These losses were
partially offset by the decrease in losses at Fox Sports International,
primarily due to the continued distribution of the channels.
Income tax expense. Income tax expense for the third quarter of fiscal 2000
amounted to $15 million compared to $6 million in the corresponding period of
the preceding year. The effective rate for the period was 44% compared to 43%
in the corresponding period of the preceding fiscal year. The higher effective
tax rate is primarily due to an increase in non-deductible intangible
amortization related to the Fox Sport Networks acquisition.
11
<PAGE>
Results of Operations - Nine months ended March 31, 2000 vs. Nine months ended
March 31, 1999
The following table sets forth the Company's operating results, by segment, for
the nine months ended March 31, 2000 as compared to the nine months ended March
31,1999:
<TABLE>
<CAPTION>
Nine months ended
March 31,
2000 1999 Change
---- ---- ------
(in millions)
<S> <C> <C> <C>
Revenues:
Filmed Entertainment................................. $2,667 $3,342 $(675)
Television Stations................................. 1,167 1,074 93
Television Broadcast Network........................ 1,353 1,377 (24)
Other Television Businesses......................... 70 97 (27)
Cable Network Programming............................ 864 198 666
--------------------- --------------- -------------
Total Revenues........................................ $6,121 $6,088 $ 33
===================== =============== =============
Operating Income (Loss):..............................
Filmed Entertainment................................. $ 179 $ 330 $(151)
Television Stations................................. 411 391 20
Television Broadcast Network........................ (16) (51) 35
Other Television Businesses......................... (4) (2) (2)
Cable Network Programming............................ (33) (109) 76
--------------------- --------------- -------------
Total Operating Income................................ 537 559 (22)
Interest expense, net................................. (221) (179) (42)
Equity in losses of affiliates........................ (35) (96) 61
Minority interest..................................... (2) - (2)
--------------------- --------------- -------------
Income before income taxes............................ 279 284 (5)
Income tax expense.................................... (123) (114) (9)
--------------------- --------------- -------------
Net Income............................................ $ 156 $ 170 $ (14)
===================== =============== =============
Other Data:...........................................
Operating Income (Loss) Before Depreciation and
Amortization (1):
Filmed Entertainment................................. $ 217 $ 357 $(140)
Television Stations................................. 552 520 32
Television Broadcast Network........................ (1) (40) 39
Other Television Businesses......................... (5) 2 (7)
Cable Network Programming............................ 98 (54) 152
--------------------- --------------- -------------
Total Operating Income Before.........................
Depreciation and Amortization (1)............ $ 861 $ 785 $ 76
===================== =============== =============
</TABLE>
(1) Operating Income Before Depreciation and Amortization is defined as
operating income (loss) before depreciation and amortization. Operating Income
Before Depreciation and Amortization is presented supplementally as management
believes it allows for the most appropriate measure for evaluating operating
performance. The Company believes Operating Income Before Depreciation and
Amortization is a standard measure commonly reported and widely used by
analysts, investors and others associated with the media and entertainment
industry. Operating Income Before Depreciation and Amortization eliminates the
uneven effect across business segments of considerable amounts of depreciation
and amortization primarily resulting from the value of intangible assets
acquired in business combinations accounted for by the purchase method of
accounting. While many in the financial community consider Operating Income
Before Depreciation and Amortization to be an important measure of comparative
operating performance, it should be considered in addition to, but not as a
substitute for, operating income, net income, cash flow and other measures of
financial performance prepared in accordance with GAAP. Additionally, the
Company's calculation of Operating Income Before Depreciation and Amortization
may be different than the calculation used by other companies and therefore,
comparability may be affected.
12
<PAGE>
Filmed Entertainment. For the first nine months of fiscal 2000, revenues
decreased 20%, operating income decreased 46% and operating income before
depreciation and amortization decreased 39% compared to the corresponding
period of the preceding fiscal year. The current nine-month period contained
disappointing results from the domestic theatrical releases of Anna and the
King, Brokedown Palace and Light It Up. Partially offsetting these
disappointing results were higher contributions from domestic and
international pay television agreements covering available films and series.
In addition, the prior year period included the revenues and profits from the
foreign theatrical and domestic video sales of Titanic, one of the most
successful films of all time, and the strong theatrical performances of
There's Something About Mary and Dr. Dolittle. These prior year results were
partially offset by disappointing results from The Thin Red Line and Ravenous.
Television Segments. For the first nine months of fiscal 2000, combined
revenues of the television related segments increased 2% from the
corresponding period of the preceding fiscal year, operating income increased
by 16% and operating income before depreciation and amortization increased by
13%. Operating income for the Television Stations segment increased 5% as
compared to the corresponding period in the preceding year, primarily due to
an increase in market growth, strong advertising from automotive, new media
and political spending, which was partially offset by costs for newly acquired
syndication programming and the absence of profits from the telecast of the
NFL Super Bowl Game in the prior year. The Television Broadcast Network
segment's earnings increased over the prior year primarily due to the absence
of the loss recognized on the broadcast of Major League Baseball's World
Series reported in the corresponding period of the prior year, higher prime
time net advertising revenue and the new economic arrangement with its
affiliates. These favorable elements were partially offset by increased prime
time programming costs, higher abandonment costs from cancelled shows and
higher license fees from returning series.
Cable Network Programming. In connection with the acquisition of the remaining
50% of Fox Sports Networks, the Company changed the composition of this
segment. This segment now includes the Dodgers and other cable-related
properties, which were previously included in the Other Television segment, as
well as Fox Sports Networks. Prior year amounts reflect the new segment
composition. The revenues reported during the nine months of fiscal 2000
reflect an increase of $666 million, an increase in operating income of $76
million and a $152 million increase in operating income before depreciation
and amortization compared to the corresponding period of the preceding fiscal
year. These significant increases primarily related to the first time
inclusion of the consolidated results of Fox Sports Networks as well as a
narrowing of losses at the Fox News Channel. The Fox News Channel continues to
expand its distribution and currently has approximately 47 million
subscribers, up from 36.5 million a year ago.
Equity in losses of affiliates. Equity in losses of affiliates decreased in
the first nine months of fiscal 2000 to $35 million from $96 million in the
prior year due in part to the gain related to Fox Kids Europe N.V.'s initial
public offering in November 1999. Additionally, losses decreased at Fox Sports
International primarily due to the increased distribution of the channels.
These improvements were partially offset by the losses at The Health Network
and National Geographic International channels, both of which were launched in
Fiscal 2000.
Income tax expense. Income tax expense for the first nine months of fiscal
2000 amounted to $123 million compared to $114 million in the corresponding
period of the preceding year, despite a decrease in pre-tax income. The
effective tax rate for the period increased to 44% compared to 40% in the
corresponding period of the preceding fiscal year. The higher effective tax
rate is primarily due to an increase in non-deductible intangible amortization
related to the Fox Sport Networks acquisition.
13
<PAGE>
Liquidity and Capital Resources
The Company's principal sources of cash flow are internally generated funds from
operations and borrowings from News Corporation and its subsidiaries.
Net cash flows used in operating activities during the nine months ended March
31, 2000 were $262 million as compared to cash flows provided by operating
activities of $222 million in the corresponding period of the preceding fiscal
year. The decrease was primarily attributable to sports rights payments,
primarily for NFL programming, increased payments to participants, principally
relating to Star Wars, Episode I: The Phantom Menace and increased inventory
growth related to the acquisition of new syndicated programming.
Net cash flows used in investing activities during the nine months ended March
31, 2000 included investments in Southwest Sports Group and certain Fox Sports
Networks' equity affiliates which were partially offset by the net cash
acquired.
Net cash flows provided by financing activities were $674 million and $443
million during the nine months ended March 31, 2000 and 1999, respectively. The
increase was primarily due to advances from News Corporation used to fund
operating and investing activities for the period. In connection with the
acquisition of the remaining 50% interest in Fox Sports Networks, borrowings of
approximately $1.5 billion were assumed by the Company. There are certain
covenants related to outstanding indebtedness that, among other things, limit
distributions by Fox Sports Networks to the Company. During nine months ending
March 31, 2000, approximately $730 million of borrowings were repaid.
News Corporation and certain of its subsidiaries, including the Company and
certain subsidiaries of the Company (collectively, the "Fox Guarantors") are
guarantors of various debt obligations of News Corporation and certain of its
subsidiaries. The principal amount of indebtedness outstanding under such debt
instruments at March 31, 2000 was approximately $10.7 billion, which includes
obligations under News Corporation's Exchangeable Trust Originated Preferred
SecuritiesSM due 2016. The debt instruments limit the ability of News
Corporation and the Fox Guarantors to subject their properties to liens, and
certain of the debt instruments impose limitations on the ability of News
Corporation and its subsidiaries, including the Fox Guarantors, to incur
indebtedness in certain circumstances. Such debt instruments mature at various
times between 2000 and 2096, with a weighted average maturity of over 20 years.
Additional subsidiaries of the Company may from time to time be required to
become guarantors of certain debt obligations.
In the case of any event of default under such debt obligations the Fox
Guarantors will be directly liable to the creditors or debtholders. News
Corporation has agreed to indemnify the Fox Guarantors from and against any
obligations they may incur by reason of their guarantees of such debt
obligations.
In connection with the formation of FFW and pursuant to a Stock Ownership
Agreement dated December 22,1995, the Saban Stockholders were granted an option
to sell to the Company, upon the occurrence of certain events, all of the Class
B Common Stock held by them, and any of their transferees (representing 49.5% of
FFW). The exercise of the option may be triggered (i) by the death of Haim
Saban, if he dies prior to December 22, 2012, in which case the option is
exercisable for a period of up to one year from the time of his death; (ii) upon
a change of control of the Fox Broadcasting Company, (iii) on December 22, 2000
or (iv) any time after December 22, 2002. The purchase price formula under the
option is based on the fair market value of FFW.
ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
Not Applicable
14
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings.
Not Applicable
Item 2. Changes in Securities and Use of Proceeds.
Not Applicable
Item 3. Defaults Upon Senior Securities.
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable
Item 5. Other Information.
Not Applicable
Item 6. Exhibits and Reports on Form 8-K.
The exhibit index filed with this Form 10-Q follows on page 17.
No reports on Form 8-K have been filed during the period covered by
this report.
15
<PAGE>
SIGNATURE
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.
Date: May 10, 2000 FOX ENTERTAINMENT GROUP, INC.
By: /s/ David F. DeVoe
------------------
Name: David F. DeVoe
Title: Chief Financial Officer
16
<PAGE>
Exhibit Index
Exhibit
Number Description
27.1 Financial Data Schedule
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> JUN-30-2000 JUN-30-1999
<PERIOD-START> JUL-01-1999 JUL-01-1998
<PERIOD-END> MAR-31-2000 MAR-31-1999
<CASH> 133 121
<SECURITIES> 0 0
<RECEIVABLES> 2,083 1,756
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 1,439 1,321
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 17,918 13,163
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 8 7
<OTHER-SE> 8,251 6,661
<TOTAL-LIABILITY-AND-EQUITY> 17,918 13,163
<SALES> 0 0
<TOTAL-REVENUES> 6,127 6,088
<CGS> 0 0
<TOTAL-COSTS> 5,590 5,529
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 221 179
<INCOME-PRETAX> 282 284
<INCOME-TAX> 124 114
<INCOME-CONTINUING> 158 170
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 158 170
<EPS-BASIC> 0 0
<EPS-DILUTED> 0.22 0.28
</TABLE>
