10-Q 1 fox-10q_20150331.htm 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

x

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2015

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 001-32352

 

TWENTY-FIRST CENTURY FOX, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

26-0075658

(State or Other Jurisdiction
of Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

1211 Avenue of the Americas, New York, New York

 

10036

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code (212) 852-7000

 

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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x     No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

x

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨     No  x

As of May 1, 2015, 1,258,939,603 shares of Class A Common Stock, par value $0.01 per share, and 798,520,953 shares of Class B Common Stock, par value $0.01 per share, were outstanding.

 

 

 

 

 


 

TWENTY-FIRST CENTURY FOX, INC.

FORM 10-Q

TABLE OF CONTENTS

 

     

Page

Part I. Financial Information  

 

    Item 1.

 

Financial Statements

   

 

Unaudited Consolidated Statements of Operations for the three and nine months ended March 31, 2015 and 2014

3

   

 

Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 2015 and 2014

4

   

 

Consolidated Balance Sheets as of March 31, 2015 (unaudited) and June 30, 2014 (audited)

5

   

 

Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2015 and 2014

6

   

 

Notes to the Unaudited Consolidated Financial Statements

7

    Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

38

    Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

53

    Item 4.

 

Controls and Procedures

55

Part II. Other Information

 

    Item 1.

 

Legal Proceedings

56

    Item 1A.

 

Risk Factors

57

    Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

63

    Item 3.

 

Defaults Upon Senior Securities

63

    Item 4.

 

Mine Safety Disclosures

63

    Item 5.

 

Other Information

63

    Item 6.

 

Exhibits

64

Signature

65

 

 

 

2


 

TWENTY-FIRST CENTURY FOX, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

 

 

 

For the three months ended

March 31,

 

 

For the nine months ended

March 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Revenues

 

$

6,840

 

 

$

8,219

 

 

$

22,782

 

 

$

23,443

 

Operating expenses

 

 

(4,357

)

 

 

(5,475

)

 

 

(14,775

)

 

 

(15,473

)

Selling, general and administrative

 

 

(823

)

 

 

(978

)

 

 

(2,890

)

 

 

(3,082

)

Depreciation and amortization

 

 

(124

)

 

 

(267

)

 

 

(601

)

 

 

(840

)

Equity earnings of affiliates

 

 

330

 

 

 

170

 

 

 

959

 

 

 

430

 

Interest expense, net

 

 

(292

)

 

 

(284

)

 

 

(907

)

 

 

(830

)

Interest income

 

 

8

 

 

 

6

 

 

 

31

 

 

 

21

 

Other, net

 

 

(67

)

 

 

(33

)

 

 

5,008

 

 

 

123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before income tax expense

 

 

1,515

 

 

 

1,358

 

 

 

9,607

 

 

 

3,792

 

Income tax expense

 

 

(458

)

 

 

(269

)

 

 

(1,150

)

 

 

(929

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

1,057

 

 

 

1,089

 

 

 

8,457

 

 

 

2,863

 

(Loss) income from discontinued operations, net of tax

 

 

(15

)

 

 

(16

)

 

 

(38

)

 

 

696

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

1,042

 

 

 

1,073

 

 

 

8,419

 

 

 

3,559

 

Less: Net income attributable to noncontrolling interests

 

 

(67

)

 

 

(20

)

 

 

(200

)

 

 

(44

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Twenty-First Century Fox, Inc. stockholders

 

$

975

 

 

$

1,053

 

 

$

8,219

 

 

$

3,515

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to Twenty-First Century Fox, Inc. stockholders - basic and diluted

 

$

990

 

 

$

1,069

 

 

$

8,257

 

 

$

2,819

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Basic

 

 

2,111

 

 

 

2,252

 

 

 

2,151

 

 

 

2,279

 

      Diluted

 

 

2,113

 

 

 

2,256

 

 

 

2,153

 

 

 

2,283

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to Twenty-First Century Fox, Inc. stockholders per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic

 

$

0.47

 

 

$

0.47

 

 

$

3.84

 

 

$

1.24

 

   Diluted

 

$

0.47

 

 

$

0.47

 

 

$

3.84

 

 

$

1.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Twenty-First Century Fox, Inc. stockholders per share - basic and diluted

 

$

0.46

 

 

$

0.47

 

 

$

3.82

 

 

$

1.54

 

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

 

 

3


 

TWENTY-FIRST CENTURY FOX, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN MILLIONS)

 

 

 

For the three months ended

March 31,

 

 

For the nine months ended

March 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Net income

 

$

1,042

 

 

$

1,073

 

 

$

8,419

 

 

$

3,559

 

Other comprehensive (loss) income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(378

)

 

 

21

 

 

 

(1,990

)

 

 

588

 

Unrealized holding (losses) gains on securities

 

 

(1

)

 

 

5

 

 

 

(58

)

 

 

(134

)

Benefit plan adjustments

 

 

7

 

 

 

10

 

 

 

21

 

 

 

23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income, net of tax

 

 

(372

)

 

 

36

 

 

 

(2,027

)

 

 

477

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

670

 

 

 

1,109

 

 

 

6,392

 

 

 

4,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net income attributable to noncontrolling interests(a)

 

 

(67

)

 

 

(20

)

 

 

(200

)

 

 

(44

)

Less: Other comprehensive (income) loss attributable to noncontrolling interests

 

 

-

 

 

 

(4

)

 

 

214

 

 

 

(134

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to Twenty-First Century Fox, Inc. stockholders

 

$

603

 

 

$

1,085

 

 

$

6,406

 

 

$

3,858

 

 

(a) 

Net income attributable to noncontrolling interests includes $30 million and $26 million for the three months ended March 31, 2015 and 2014, respectively, and $83 million and $74 million for the nine months ended March 31, 2015 and 2014, respectively, relating to redeemable noncontrolling interests.

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

 

 

4


 

TWENTY-FIRST CENTURY FOX, INC.

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

 

 

As of

March 31,

2015

 

 

As of

June 30,

2014

 

 

 

(unaudited)

 

 

(audited)

 

Assets:

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

9,276

 

 

$

5,415

 

Receivables, net

 

 

6,345

 

 

 

6,468

 

Inventories, net

 

 

3,062

 

 

 

3,092

 

Other

 

 

366

 

 

 

401

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

19,049

 

 

 

15,376

 

 

 

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

 

 

Receivables, net

 

 

418

 

 

 

454

 

Investments

 

 

4,441

 

 

 

2,859

 

Inventories, net

 

 

6,428

 

 

 

6,442

 

Property, plant and equipment, net

 

 

1,696

 

 

 

2,931

 

Intangible assets, net

 

 

6,372

 

 

 

8,072

 

Goodwill

 

 

12,502

 

 

 

18,052

 

Other non-current assets

 

 

586

 

 

 

607

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

51,492

 

 

$

54,793

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity:

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Borrowings

 

$

227

 

 

$

799

 

Accounts payable, accrued expenses and other current liabilities

 

 

3,860

 

 

 

4,183

 

Participations, residuals and royalties payable

 

 

1,684

 

 

 

1,546

 

Program rights payable

 

 

1,251

 

 

 

1,638

 

Deferred revenue

 

 

468

 

 

 

690

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

7,490

 

 

 

8,856

 

 

 

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

 

 

 

Borrowings

 

 

18,865

 

 

 

18,259

 

Other liabilities

 

 

3,355

 

 

 

3,507

 

Deferred income taxes

 

 

2,169

 

 

 

2,729

 

Redeemable noncontrolling interests

 

 

638

 

 

 

541

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

Class A common stock(a)

 

 

13

 

 

 

14

 

Class B common stock(b)

 

 

8

 

 

 

8

 

Additional paid-in capital

 

 

13,647

 

 

 

15,041

 

Retained earnings

 

 

6,168

 

 

 

2,389

 

Accumulated other comprehensive loss

 

 

(1,847

)

 

 

(34

)

 

 

 

 

 

 

 

 

 

Total Twenty-First Century Fox, Inc. stockholders' equity

 

 

17,989

 

 

 

17,418

 

Noncontrolling interests

 

 

986

 

 

 

3,483

 

 

 

 

 

 

 

 

 

 

Total equity

 

 

18,975

 

 

 

20,901

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

51,492

 

 

$

54,793

 

 

(a) 

Class A common stock, $0.01 par value per share, 6,000,000,000 shares authorized, 1,274,293,132 shares and 1,408,305,942 shares issued and outstanding, net of 123,687,371 treasury shares at par, as of March 31, 2015 and June 30, 2014, respectively.

(b) 

Class B common stock, $0.01 par value per share, 3,000,000,000 shares authorized, 798,520,953 shares issued and outstanding, net of 356,993,807 treasury shares at par, as of March 31, 2015 and June 30, 2014.

 

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

 

 

5


 

TWENTY-FIRST CENTURY FOX, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

 

 

 

For the nine months ended

March 31,

 

 

 

2015

 

 

2014

 

Operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

8,419

 

 

$

3,559

 

Less: (Loss) income from discontinued operations, net of tax

 

 

(38

)

 

 

696

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

8,457

 

 

 

2,863

 

Adjustments to reconcile income from continuing operations to cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

601

 

 

 

840

 

Amortization of cable distribution investments

 

 

61

 

 

 

61

 

Equity-based compensation

 

 

80

 

 

 

85

 

Equity earnings of affiliates

 

 

(959

)

 

 

(430

)

Cash distributions received from affiliates

 

 

223

 

 

 

223

 

Other, net

 

 

(5,008

)

 

 

(123

)

Deferred income taxes

 

 

204

 

 

 

(143

)

Change in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

Receivables and other assets

 

 

(550

)

 

 

(767

)

Inventories net of program rights payable

 

 

(657

)

 

 

(1,083

)

Accounts payable and other liabilities

 

 

171

 

 

 

55

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities from continuing operations

 

 

2,623

 

 

 

1,581

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

(320

)

 

 

(470

)

Acquisitions, net of cash acquired

 

 

(142

)

 

 

(692

)

Investments in equity affiliates

 

 

(1,108

)

 

 

(72

)

Other investments

 

 

(53

)

 

 

(33

)

Proceeds from dispositions, net

 

 

8,610

 

 

 

259

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities from continuing operations

 

 

6,987

 

 

 

(1,008

)

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

Borrowings

 

 

2,534

 

 

 

987

 

Repayment of borrowings

 

 

(2,174

)

 

 

(142

)

Issuance of shares

 

 

49

 

 

 

66

 

Repurchase of shares

 

 

(4,784

)

 

 

(2,752

)

Dividends paid and distributions

 

 

(494

)

 

 

(444

)

Purchase of subsidiary shares from noncontrolling interests

 

 

(650

)

 

 

(76

)

Distribution to News Corporation

 

 

-

 

 

 

(10

)

 

 

 

 

 

 

 

 

 

Net cash used in financing activities from continuing operations

 

 

(5,519

)

 

 

(2,371

)

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents from discontinued operations

 

 

(38

)

 

 

608

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

4,053

 

 

 

(1,190

)

Cash and cash equivalents, beginning of year

 

 

5,415

 

 

 

6,659

 

Exchange movement on cash balances

 

 

(192

)

 

 

48

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

9,276

 

 

$

5,517

 

 

 

 

 

 

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

 

 

 

6


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. BASIS OF PRESENTATION

Twenty-First Century Fox, Inc. and its subsidiaries (together, “Twenty-First Century Fox” or the “Company”) is a Delaware corporation. Twenty-First Century Fox is a diversified global media and entertainment company, which manages and reports its businesses in five segments: Cable Network Programming, Television, Filmed Entertainment, Direct Broadcast Satellite Television (“DBS”) and Other, Corporate and Eliminations. The DBS segment consisted entirely of the operations of Sky Italia and Sky Deutschland AG (“Sky Deutschland”). On November 12, 2014, Twenty-First Century Fox completed the previously announced sale of Sky Italia and its 57% interest in Sky Deutschland to British Sky Broadcasting Group plc, which was subsequently renamed Sky plc (“Sky”) (See Note 2 – Acquisitions, Disposals and Other Transactions). Sky is a pan-European digital television provider, which operates in Italy, Germany, Austria, the United Kingdom and Ireland. Following the sale of the DBS businesses, the Company continues to report in five segments for comparative purposes, and there is no future activity in the DBS segment.

The accompanying Unaudited Consolidated Financial Statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) 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 necessary for a fair presentation have been reflected in these Unaudited Consolidated Financial Statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2015.

These interim Unaudited Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 as filed with the Securities and Exchange Commission (“SEC”) on August 14, 2014 (the “2014 Form 10-K”).

The Unaudited Consolidated Financial Statements include the accounts of Twenty-First Century Fox. All significant intercompany accounts and transactions have been eliminated in consolidation, including the intercompany portion of transactions with equity method investees. Investments in and advances to equity or joint ventures in which the Company has significant influence, but less than a controlling voting interest, are accounted for using the equity method. Investments in which the Company has no significant influence are designated as available-for-sale investments if readily determinable market values are available. If an investment’s fair value is not readily determinable, the Company accounts for its investment at cost.

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying disclosures. Actual results could differ from those estimates.

Certain fiscal 2014 amounts have been reclassified to conform to the fiscal 2015 presentation. Unless indicated otherwise, the information in the notes to the Unaudited Consolidated Financial Statements relate to the Company’s continuing operations.

Recently Adopted and Recently Issued Accounting Guidance

Adopted

In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”, (“ASU 2013-05”). The objective of ASU 2013-05 is to resolve the diversity in practice regarding the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets or a business within a foreign entity. ASU 2013-05 is effective for the Company for interim reporting periods beginning July 1, 2014. The Company’s adoption of ASU 2013-05 did not have a material effect on the Company’s consolidated financial statements.

Issued

In April 2015, the FASB issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, (“ASU 2015-03”). To simplify the presentation of debt issuance costs, ASU 2015-03 requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 requires retrospective adoption and is effective for the Company for the interim reporting periods beginning July 1, 2016. Early adoption is permitted. The Company does not expect the adoption of ASU 2015-03 to have a significant impact on its consolidated financial statements.

7


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

In May 2015, the FASB issued ASU 2015-07, “Fair Value Measurements (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”, (“ASU 2015-07”). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. ASU 2015-07 also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. ASU 2015-07 requires retrospective adoption and is effective for the Company for the interim reporting periods beginning July 1, 2016. Early adoption is permitted. The Company is currently evaluating the impact ASU 2015-07 will have on its consolidated financial statements.

 

NOTE 2. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS

The Company’s acquisitions support the Company’s strategic priority of increasing its brand presence and reach in key domestic and international markets, acquiring greater control of investments that complement its portfolio of businesses, creating new pay-TV sports franchises and leveraging its sports broadcasting rights.

For some recent acquisitions, the accounting for the business combination is based on provisional amounts and the allocation of the excess purchase price is not final. The amounts allocated to intangibles and goodwill, the estimates of useful lives and the related amortization expense are subject to change pending the completion of final valuations of certain assets and liabilities. A change in the purchase price allocations and any estimates of useful lives could result in a change in the value allocated to the intangible assets that could impact future amortization expense.

Fiscal 2015

Acquisitions

San Francisco-Bay Area Television Stations

In October 2014, the Company acquired two San Francisco-Bay area television stations, KTVU-TV FOX 2 and KICU-TV 36, with a fair value of approximately $220 million from Cox Media Group in exchange for the Company’s FOX Broadcasting Company (“FOX”) affiliated stations WHBQ-TV FOX 13 and WFXT-TV FOX 25, located in the Memphis and Boston markets, respectively. The aggregate excess purchase price of approximately $175 million has been preliminarily allocated, based on a provisional valuation of the two San Francisco-Bay area television stations, as follows: approximately $170 million to intangible assets, of which approximately $105 million has been allocated to FCC licenses with indefinite lives and approximately $65 million to amortizable intangible assets, primarily retransmission agreements with useful lives of approximately 8 years; and the balance of the excess representing the goodwill on the transaction.

trueX media inc.

In February 2015, the Company acquired trueX media inc. (“true[X]”), a video advertising company specializing in consumer engagement and on-demand marketing campaigns, for an estimated total purchase price of approximately $175 million in cash including deferred payments which are subject to the achievement of service and performance conditions. The excess purchase price of approximately $125 million has been preliminarily allocated, based on a provisional valuation of true[X], as follows: approximately $30 million to intangible assets and the balance of the excess representing the goodwill on the transaction and other net assets. The goodwill reflects the synergies and increased market penetration expected from combining the operations of true[X] and the Company.

MAA Television Network

In February 2015, the Company entered into an agreement to acquire the broadcast business of MAA Television Network Limited (“MAA TV”), an entity in India that broadcasts and operates Telugu language entertainment channels, for approximately $375 million in cash. The acquisition is subject to customary closing conditions, including regulatory approvals. The transaction is expected to close before December 31, 2015.

Dispositions

Sky Italia and Sky Deutschland

In January 2011, the Company purchased a convertible bond from Sky Deutschland for approximately $225 million. In October 2014, the Company exercised its right to convert the bonds into 53.9 million Sky Deutschland shares, increasing the Company’s ownership interest to 57%.

On November 12, 2014, the Company sold its 100% and 57% ownership stakes in Sky Italia and Sky Deutschland, respectively, to Sky for approximately $8.8 billion in value comprised of approximately $8.2 billion in cash received, net of $650 million of cash

8


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

paid to acquire Sky’s 21% interest in NGC Network International LLC and NGC Network Latin America LLC (collectively “NGC International”), increasing the Company’s ownership stake in NGC International to 73%. In connection with this transaction, the Company participated in Sky’s equity offering in July 2014 by purchasing additional shares in Sky for approximately $900 million and maintained the Company’s 39% ownership interest. As a result of the transaction, Sky Italia and Sky Deutschland ceased to be consolidated subsidiaries of the Company. The Company recorded a gain of $5.0 billion on this transaction, which was included in Other, net in the Unaudited Consolidated Statements of Operations for the nine months ended March 31, 2015. The resulting current income tax liability on this transaction will be substantially offset by the utilization of capital loss carryforwards and foreign tax credits (See Note 14 – Additional Financial Information).

The historical operating results of Sky Italia and Sky Deutschland and the gain on their disposal have not been classified as discontinued operations in the Unaudited Consolidated Financial Statements, as the Company has a continuing involvement in Sky.

The following table presents the summarized assets and liabilities of Sky Italia and Sky Deutschland:

 

 

 

As of

November 12,

2014

 

 

As of

June 30,

2014

 

 

 

(in millions)

 

Total current assets

 

$

1,563

 

 

$

1,200

 

Goodwill and intangible assets, net

 

 

5,830

 

 

 

6,451

 

Other non-current assets

 

 

1,363

 

 

 

1,493

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

8,756

 

 

$

9,144

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

$

1,885

 

 

$

1,801

 

Total non-current liabilities

 

 

674

 

 

 

635

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

$

2,559

 

 

$

2,436

 

 

Shine Group

The Company and funds managed by Apollo Global Management, LLC (“Apollo”) formed Endemol Shine Group in December 2014, to which the Company contributed its interests in Shine Group and cash, comprising an aggregate carrying value of approximately $830 million. The joint venture, a global multi-platform content provider, is comprised of Shine Group, Endemol, and CORE Media Group. The Company and Apollo have an equal ownership interest in the joint venture. As a result of the transaction, Shine Group ceased to be a consolidated subsidiary of the Company. The Company recorded a gain of $70 million on this transaction which was included in Other, net in the Unaudited Consolidated Statements of Operations for the nine months ended March 31, 2015. For income tax purposes, this was structured as a tax free transaction. The Company’s investment in the Endemol Shine Group is accounted for using the equity method of accounting.

The historical operating results of Shine Group and the gain on its disposal have not been classified as discontinued operations in the Unaudited Consolidated Financial Statements, as the Company has a continuing involvement in Endemol Shine Group.

Fiscal 2014

Acquisitions

Yankees Entertainment and Sports Network

On February 28, 2014, the Company acquired an additional 31% interest in the Yankees Entertainment and Sports Network (the “YES Network”), increasing the Company’s ownership interest to 80%, for approximately $680 million, net of cash acquired. Subsequent to the acquisition, the Company has consolidated the balance sheet and operating results of the YES Network, including $1.7 billion in debt. The remaining 20% of the YES Network not owned by the Company has been recorded at a fair value of approximately $385 million on the acquisition date based on the Company’s valuation of the YES Network business using a market approach (a Level 3 measurement as defined in Note 7 – Fair Value). The carrying amount of the Company’s previously held equity interest in the YES Network was revalued to its fair value of approximately $860 million as of the acquisition date. The aggregate excess purchase price has been allocated, based on a valuation of 100% of the YES Network, as follows: approximately $1.7 billion to intangible assets consisting of multi-channel video programming distributor (“MVPD”) affiliate agreements and relationships with useful lives of 20 years and advertiser relationships with useful lives of 6 years, and the indefinite-lived YES Network trade name; approximately $1.7 billion to debt; approximately $1.6 billion representing the goodwill on the transaction; and other net assets. The

9


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

goodwill reflects the synergies and increased market penetration expected from combining the operations of the YES Network and the Company.

NOTE 3. DISCONTINUED OPERATIONS

Separation of News Corp

On June 28, 2013, the Company completed the separation of its business into two independent publicly traded companies (the “Separation”) by distributing to its stockholders all of the outstanding shares of the new News Corporation (“News Corp”). The Company retained its interests in a global portfolio of media and entertainment assets spanning six continents. News Corp holds the Company’s former businesses including newspapers, information services and integrated marketing services, digital real estate services, book publishing, digital education and sports programming and pay-TV distribution in Australia. The Company completed the Separation by distributing to its stockholders one share of News Corp Class A common stock for every four shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) held on June 21, 2013, and one share of News Corp Class B common stock for every four shares of the Company’s Class B common stock, par value $0.01 per share (“Class B Common Stock”) held on June 21, 2013. The Company’s stockholders received cash in lieu of fractional shares. Following the Separation, the Company does not beneficially own any shares of News Corp Class A common stock or News Corp Class B common stock.

Effective June 28, 2013, the Separation qualified for discontinued operations treatment in accordance with Accounting Standards Codification (“ASC”) 205-20, “Discontinued Operations”, and accordingly the Company deconsolidated News Corp’s balance sheet as of June 30, 2013, and presented its results for the three and nine months ended March 31, 2015 and 2014 as discontinued operations on the Unaudited Consolidated Statements of Operations and as discontinued operations on the Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2015 and 2014.

Summarized Financial Information

(Loss) income from discontinued operations were as follows:

 

 

 

For the three months ended

March 31,

 

 

For the nine months ended

March 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

 

(in millions, except per share data)

 

(Loss) income from discontinued operations before income tax expense(a)

 

$

(2

)

 

$

(16

)

 

$

(11

)

 

$

696

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations, net of tax

 

$

(15

)

 

$

(16

)

 

$

(38

)

 

$

696

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations, net of tax attributable to Twenty-First Century Fox stockholders per share - basic

 

$

(0.01

)

 

$

(0.01

)

 

$

(0.02

)

 

$

0.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations, net of tax attributable to Twenty-First Century Fox stockholders per share - diluted

 

$

(0.01

)

 

$

(0.01

)

 

$

(0.02

)

 

$

0.30

 

 

 

(a)

Includes the net tax refund recognized and received, pursuant to the tax sharing and indemnification agreement with News Corp, of approximately $720 million during the nine months ended March 31, 2014.

Net cash (used in) provided by operating activities from discontinued operations for the nine months ended March 31, 2015 and 2014 were $(38) million and $608 million, respectively.

 

10


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4. RECEIVABLES, NET

Receivables, net are presented net of an allowance for returns and doubtful accounts, which is an estimate of amounts that may not be collectible.

Receivables, net consist of:

 

 

 

As of

March 31,

2015

 

 

As of

June 30,

2014

 

 

 

(in millions)

 

Total receivables

 

$

7,393

 

 

$

7,737

 

Allowances for returns and doubtful accounts

 

 

(630

)

 

 

(815

)

 

 

 

 

 

 

 

 

 

Total receivables, net

 

 

6,763

 

 

 

6,922

 

Less: current receivables, net

 

 

(6,345

)

 

 

(6,468

)

 

 

 

 

 

 

 

 

 

Non-current receivables, net

 

$

418

 

 

$

454

 

 

 

NOTE 5. INVENTORIES, NET

The Company’s inventories were comprised of the following:

 

 

 

As of

March 31,

2015

 

 

As of

June 30,

2014

 

 

 

(in millions)

 

Programming rights

 

$

5,906

 

 

$

5,812

 

DVDs, Blu-rays and other merchandise

 

 

72

 

 

 

81

 

Filmed entertainment costs:

 

 

 

 

 

 

 

 

Films:

 

 

 

 

 

 

 

 

Released

 

 

1,153

 

 

 

1,025

 

Completed, not released

 

 

58

 

 

 

317

 

In production

 

 

897

 

 

 

819

 

In development or preproduction

 

 

194

 

 

 

151

 

 

 

 

 

 

 

 

 

 

 

 

 

2,302

 

 

 

2,312

 

 

 

 

 

 

 

 

 

 

Television productions:

 

 

 

 

 

 

 

 

Released

 

 

875

 

 

 

862

 

In production

 

 

335

 

 

 

463

 

In development or preproduction

 

 

-

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

1,210

 

 

 

1,329

 

 

 

 

 

 

 

 

 

 

Total filmed entertainment costs, less accumulated amortization(a)

 

 

3,512

 

 

 

3,641

 

 

 

 

 

 

 

 

 

 

Total inventories, net

 

 

9,490

 

 

 

9,534

 

Less: current portion of inventories, net(b)

 

 

(3,062

)

 

 

(3,092

)

 

 

 

 

 

 

 

 

 

Total non-current inventories, net

 

$

6,428

 

 

$

6,442

 

 

(a)

Does not include $311 million and $335 million of net intangible film library costs as of March 31, 2015 and June 30, 2014, respectively, which were included in intangible assets subject to amortization in the Consolidated Balance Sheets.

(b)

Current portion of inventories as of March 31, 2015 and June 30, 2014 was comprised of programming rights ($2,990 million and $3,011 million, respectively), DVDs, Blu-rays and other merchandise.

 

11


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6. INVESTMENTS

The Company’s investments were comprised of the following:

 

 

 

 

Ownership

percentage

as of

March 31,

2015

 

 

As of

March 31,

2015

 

 

As of

June 30,

2014

 

 

 

 

 

 

 

 

(in millions)

 

Sky plc(a)(c)

 

European DBS operator

 

39%

 

 

$

3,356

 

 

$

2,359

 

Endemol Shine Group(b)(c)

 

 

 

50%

 

 

 

688

 

 

 

-

 

Other investments

 

 

various

 

 

 

397

 

 

 

500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments

 

 

 

 

 

 

$

4,441

 

 

$

2,859

 

 

(a)

The Company’s investment in Sky had a market value of $9.9 billion as of March 31, 2015 and was valued using the quoted market price on the London Stock Exchange (a Level 1 measurement as defined in Note 7 – Fair Value).

(b)

See Note 2 – Acquisitions, Disposals and Other Transactions.    

(c)

Equity method investment.

Sky

In July 2014, the Company participated in Sky’s equity offering by purchasing approximately $900 million of additional shares in Sky and maintained the Company’s 39% ownership interest (See Note 2 – Acquisitions, Disposals and Other Transactions). The Company received dividends of approximately $210 million and $195 million from Sky for the nine months ended March 31, 2015 and 2014, respectively. Included in Equity earnings of affiliates in the Unaudited Consolidated Statements of Operations for the three months ended March 31, 2015 were the Company’s proportionate share of approximately $350 million of Sky’s gains related to the sale of its investment in Sky Betting & Gaming (“Sky Bet”) and for the nine months ended March 31, 2015 were the Company’s proportionate share of approximately $830 million of Sky’s gains related to the sale of its investments in Sky Bet, NGC International and ITV plc.

 

NOTE 7. FAIR VALUE

In accordance with ASC 820, “Fair Value Measurement”, fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories: (i) inputs that are quoted prices in active markets (“Level 1”); (ii) inputs other than quoted prices included within Level 1 that are observable, including quoted prices for similar assets or liabilities (“Level 2”); and (iii) inputs that require the entity to use its own assumptions about market participant assumptions (“Level 3”). 

The tables below present information about financial assets and liabilities carried at fair value on a recurring basis:

 

 

 

Fair value measurements

 

 

 

As of March 31, 2015

 

Description

 

Total

 

 

Quoted prices in

active markets for

identical instruments

(Level 1)

 

 

Significant

other

observable

inputs

(Level 2)

 

 

Significant

unobservable

inputs

(Level 3)

 

 

 

(in millions)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments(a)

 

$

18

 

 

$

18

 

 

$

-

 

 

$

-

 

Derivatives(b)

 

 

11

 

 

 

-

 

 

 

11

 

 

 

-

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives(b)

 

 

(26

)

 

 

-

 

 

 

(26

)

 

 

-

 

Contingent consideration(c)

 

 

(119

)

 

 

-

 

 

 

-

 

 

 

(119

)

Redeemable noncontrolling interests(d)

 

 

(638

)