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):
February 11, 2004
FOX ENTERTAINMENT GROUP, INC.
________________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-14595 95-4066193
________________________________________________________________________________
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) 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) 852-7111
Not applicable
________________________________________________________________________________
(Former name or former address, if changed since last report)
Item 12: Results of Operations and Financial Condition
On February 11, 2004, Fox Entertainment Group, Inc. ("FEG") released its
financial results for the quarter ended December 31, 2003.
The text of the press release follows:
FOX REPORTS SECOND QUARTER OPERATING INCOME OF $558 MILLION, A 12%
INCREASE, ON REVENUE GROWTH OF 7%
SECOND QUARTER OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION GROWS
10% TO $634 MILLION
QUARTER HIGHLIGHTS
-- Strong revenue growth across all major cable channels
substantially drives up Cable Network Programming operating
income before depreciation and amortization.
-- Television Broadcast Network operating loss before
depreciation and amortization improves by 14% reflecting
strong advertising demand for the broadcast network's sports
schedule.
-- Market share growth of nearly a full percentage point at
television stations more than offset by tough political
advertising comparisons resulting in a 10% decline in
operating income before depreciation and amortization.
-- Filmed Entertainment operating income before depreciation and
amortization in line with a year ago as robust home
entertainment sales of film and television titles match
prior-year success of "Ice Age."
-- Completed acquisition of 34% interest in Hughes Electronics,
including leading DTH provider DirecTV.
NEW YORK--Feb. 11, 2004--The Fox Entertainment Group (NYSE:FOX) today
reported second quarter consolidated revenues of $3.4 billion, a 7% increase
over the $3.2 billion in prior year and operating income before depreciation
and amortization(1) of $634 million, a 10% increase over the $577
million reported a year ago. The year-on-year growth was driven
primarily by substantially increased contributions from Cable Network
Programming and improvements at the Television Broadcast Network.
Second quarter net income increased to $330 million ($0.36 per
share) as compared to net income of $283 million ($0.32 per share) in
the prior year primarily due to higher consolidated operating income
before depreciation and amortization and lower interest expense.
Commenting on the results, Chairman and Chief Executive Officer
Rupert Murdoch said:
"This past quarter saw the Company achieve significant operational
and strategic gains. Operationally, we recorded our eighth consecutive
quarter of operating income before depreciation and amortization
growth, led by 50% gains at our cable networks and strong performances
from our filmed entertainment and television station segments despite
difficult comparisons to prior year results. All of our key assets are
performing well, including the television network, which after a
difficult start to the broadcast season has once again reclaimed
ratings momentum and is now strongly competitive in the key 18-49
demographic.
"Strategically, we have continued to expand our distribution
capabilities with the acquisition of our interest in DirecTV. We are
looking forward to the unique opportunities this business provides us
as we position ourselves for continued strong growth in the years to
come."
Consolidated Operating Income (Loss)
3 Months Ended 6 Months Ended
December 31, December 31,
2003 2002 2003 2002
-------- -------- -------- --------
$ Millions $ Millions
Filmed Entertainment $ 260 $ 260 $ 593 $ 365
Television Stations 276 305 497 514
Television Broadcast Network (133) (154) (178) (162)
Cable Network Programming 155 89 257 172
-------- -------- -------- --------
Consolidated operating
income $ 558 $ 500 $ 1,169 $ 889
======== ======== ======== ========
Consolidated Operating Income (Loss) Before Depreciation and
Amortization(1)
3 Months Ended 6 Months Ended
December 31, December 31,
2003 2002 2003 2002
-------- -------- -------- --------
$ Millions $ Millions
Filmed Entertainment $ 275 $ 274 $ 620 $ 392
Television Stations 289 320 526 544
Television Broadcast Network (128) (149) (169) (152)
Cable Network Programming 198 132 341 260
-------- -------- -------- --------
Consolidated operating income
before depreciation and
amortization $ 634 $ 577 $ 1,318 $ 1,044
======== ======== ======== ========
This quarter's results reflect a $7 million loss, included in
other income, primarily relating to the sale of the Dodgers partially
offset by a gain on the sale of the Company's 50% interest in Fox
Sports Chicago and Fox Sports Bay Area.
FILMED ENTERTAINMENT
The Filmed Entertainment segment reported second quarter operating
income before depreciation and amortization of $275 million, in-line
with the $274 million reported in the same period a year ago, which
included the blockbuster worldwide home entertainment performances of
"Ice Age" and "Star Wars Episode II: Attack of the Clones."
Current-year results primarily reflected strong contributions from
several film and television home entertainment releases as well as
pay-TV and free-TV contributions from catalog titles.
Very strong current-quarter film results were largely driven by
the worldwide home entertainment performances of "X-2: X-Men United"
and "28 Days Later" as well as various catalog titles. Additionally,
the domestic home entertainment performances of "Bend it Like Beckham"
and "League of Extraordinary Gentlemen" also contributed to the strong
quarterly results. These contributions were partially offset by
marketing costs for several new releases including "Master and
Commander: The Far Side of The World" which garnered ten Academy Award
nominations, including Best Picture, the Farrelly Brothers comedy
"Stuck on You" and "Cheaper by the Dozen," which has brought in more
than $130 million domestically since its Christmas release.
Twentieth Century Fox Television (TCFTV) contributions primarily
reflected continued momentum in home entertainment sales, most notably
from "The Simpsons," "Buffy the Vampire Slayer," "Family Guy" and
"24," offset by lower network revenue from "The Practice." Several
TCFTV shows garnered Golden Globe nominations during the quarter
including "Bernie Mac," "Arrested Development," "Reba" and Best Drama
winner "24."
TELEVISION STATIONS
At the Fox Television Stations (FTS), second quarter operating
income before depreciation and amortization declined 10% from the
prior year as market share growth of nearly a full percentage point
was more than offset by an overall market-wide decline, primarily from
non-recurring political advertising. FTS, excluding primetime,
achieved ratings growth in the quarter across all key day-parts,
particularly during the morning and early evening news programming
periods.
TELEVISION BROADCAST NETWORK
At the FOX Broadcasting Company, second quarter operating loss
before depreciation and amortization improved by $21 million compared
to a year ago due principally to improved sports advertising,
particularly from Major League Baseball with ratings up nearly 30% for
the post-season. Additionally, higher pricing for the primetime
entertainment schedule more than offset a 10% decline in ratings and
increased promotional costs. Following the end of the quarter, the
network premiered several shows that are winning their time slots
among all key demographics, including "American Idol" and "My Big Fat
Obnoxious Fiance."
CABLE NETWORK PROGRAMMING
Cable Network Programming reported second quarter operating income
before depreciation and amortization of $198 million, an increase of
$66 million or 50% over last year's results reflecting strong growth
across all of the Company's primary cable television channels as well
as the recovery of $15 million of Adelphia receivables which had been
previously written off.
The Fox News Channel (FNC) reported operating income growth of 39%
compared to the second quarter a year ago fueled by double-digit
revenue growth, primarily from increased ad sales, partially offset by
higher costs associated with covering the war. During the quarter, FNC
once again achieved the highest viewership among all cable news
channels, expanding its lead to 42% in primetime and 57% on a 24-hour
basis.
Fox Cable Networks' (including the Regional Sports Networks
(RSNs), the FX Channel (FX) and SPEED Channel) operating profit
improved 61% during the quarter driven by double-digit revenue growth
at both the RSNs and FX. The revenue increase at the RSNs was largely
due to higher affiliate rates, additional DTH subscribers and
increased advertising sales versus a year ago. FX achieved revenue
gains from increases in both advertising and affiliate revenues fueled
by ratings gains, higher advertising pricing and a 4% expansion in the
subscriber base over the past year.
OTHER
At the end of the quarter, the Company completed the acquisition
of 34% of the outstanding common stock of Hughes Electronics from News
Corporation in exchange for $4.5 billion in promissory notes and
approximately 74.5 million shares, increasing News Corporation's
ownership interest in the Company from 80.6% to approximately 82%.
Also during the quarter, the Company announced it had reached an
agreement in principle for the sale of the Los Angeles Dodgers. The
sale has been approved by Major League Baseball and is expected to
close shortly, subject to customary closing conditions.
(1) Operating income before depreciation and amortization is
defined as operating income (loss) plus depreciation and amortization
and amortization of cable distribution investments. Depreciation and
amortization expense includes the depreciation of property and
equipment, as well as the amortization of finite-lived intangible
assets. Amortization of cable distribution investments represents a
reduction against revenues over the term of a carriage arrangement and
as such it is excluded from operating income before depreciation and
amortization. Fox Entertainment Group reconciles this non-GAAP measure
to operating income in our supplemental data beginning on page 8 of
this release.
To receive a copy of this press release through the Internet,
access Fox's corporate Web site located at http://www.fox.com.
Audio from Fox's conference call with analysts on the second
quarter results can be heard live on the Internet at 10:00 a.m.
Eastern Standard Time today. To listen to the call, visit
http://www.fox.com.
Cautionary Statement Concerning Forward-Looking Statements
This document contains certain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on management's views and assumptions
regarding future events and business performance as of the time the
statements are made. Actual results may differ materially from these
expectations due to changes in global economic, business, competitive
market and regulatory factors. More detailed information about these
and other factors that could affect future results is contained in our
filings with the Securities and Exchange Commission. The
"forward-looking statements" included in this document are made only
as of the date of this document and we do not have any obligation to
publicly update any "forward-looking statements" to reflect subsequent
events or circumstances, except as required by law.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except for per share amounts)
3 Months Ended 6 Months Ended
December 31, December 31,
2003 2002 2003 2002
-------- -------- -------- --------
(Unaudited) (Unaudited)
Revenues $ 3,380 $ 3,150 $ 6,138 $ 5,494
Expenses
Operating 2,489 2,296 4,275 3,882
Selling, general and
administrative 289 309 608 631
Depreciation and
amortization 44 45 86 92
-------- -------- -------- --------
Operating income 558 500 1,169 889
Other income (expense):
Interest expense, net (15) (49) (23) (95)
Equity earnings (losses)
of affiliates (2) (12) 5 (10)
Minority interest in
subsidiaries (1) (7) (3) (16)
Other, net (7) - 19 -
-------- -------- -------- --------
Income before provision for
income taxes 533 432 1,167 768
Provision for income tax
expense on stand-alone basis (203) (149) (436) (271)
-------- -------- -------- --------
Net income $ 330 $ 283 $ 731 $ 497
======== ======== ======== ========
Basic and diluted earnings
per share $ 0.36 $ 0.32 $ 0.81 $ 0.58
======== ======== ======== ========
Basic and diluted weighted
average number of common
equivalent shares
outstanding 905 874 902 862
======== ======== ======== ========
SEGMENT INFORMATION
(in millions)
3 Months Ended 6 Months Ended
December 31, December 31,
2003 2002 2003 2002
-------- -------- -------- --------
(Unaudited) (Unaudited)
Revenues
Filmed Entertainment $ 1,384 $ 1,338 $ 2,634 $ 2,221
Television Stations 571 593 1,089 1,107
Television Broadcast
Network 860 749 1,254 1,173
Cable Network Programming 565 470 1,161 993
-------- -------- -------- --------
Total Revenues $ 3,380 $ 3,150 $ 6,138 $ 5,494
======== ======== ======== ========
Operating Income (Loss)
Before Depreciation and
Amortization
Filmed Entertainment $ 275 $ 274 $ 620 $ 392
Television Stations 289 320 526 544
Television Broadcast
Network (128) (149) (169) (152)
Cable Network Programming 198 132 341 260
-------- -------- -------- --------
Total Operating
Income Before
Depreciation and
Amortization $ 634 $ 577 $ 1,318 $ 1,044
======== ======== ======== ========
Operating Income (Loss)
Filmed Entertainment $ 260 $ 260 $ 593 $ 365
Television Stations 276 305 497 514
Television Broadcast
Network (133) (154) (178) (162)
Cable Network Programming 155 89 257 172
-------- -------- -------- --------
Total Operating
Income $ 558 $ 500 $ 1,169 $ 889
======== ======== ======== ========
SUPPLEMENTAL FINANCIAL DATA
Operating income before depreciation and amortization, defined as
operating income plus depreciation and amortization and the
amortization of cable distribution investments, eliminates the
variable effect across all business segments of non-cash depreciation
and amortization. Since operating income before depreciation and
amortization is a non-GAAP measure it should be considered in addition
to, not as a substitute for, operating income, net income, cash flow
and other measures of financial performance reported in accordance
with GAAP. Operating income before depreciation and amortization does
not reflect cash available to fund requirements, and the items
excluded from operating income before depreciation and amortization,
such as depreciation and amortization, are significant components in
assessing the Company's financial performance. Management believes
that operating income before depreciation and amortization is an
appropriate measure for evaluating the operating performance of the
Company's business segments. Operating income before depreciation and
amortization, which is the information reported to and used by the
Company's chief decision maker for the purpose of making decisions
about the allocation of resources to segments and assessing their
performance, provides management, investors and equity analysts a
measure to analyze operating performance of each business segment and
enterprise value against historical and competitors' data.
The following table reconciles operating income before
depreciation and amortization to the presentation of operating income.
3 Months Ended 6 Months Ended
December 31, December 31,
2003 2002 2003 2002
-------- -------- -------- --------
$ Millions $ Millions
Operating income $ 558 $ 500 $ 1,169 $ 889
Depreciation and amortization 44 45 86 92
Amortization of cable
distribution investments 32 32 63 63
-------- -------- -------- --------
Operating income before
depreciation and
amortization $ 634 $ 577 $ 1,318 $ 1,044
======== ======== ======== ========
For the Three Months Ended December 31, 2003
($ Millions)
-------------------------------------------------------
Operating
income
(loss)
Amortization before
Operating Depreciation of cable depreciation
Income and distribution and
(loss) Amortization investments amortization
------------- ------------- ------------- -------------
Filmed
Entertainment $ 260 $ 15 $ - $ 275
Television
Stations 276 13 - 289
Television
Broadcast
Network (133) 5 - (128)
Cable Network
Programming 155 11 32 198
------------- ------------- ------------- -------------
Consolidated
Total $ 558 $ 44 $ 32 $ 634
============= ============= ============= =============
SUPPLEMENTAL FINANCIAL DATA (continued)
For the Three Months Ended December 31, 2002
($ Millions)
-------------------------------------------------------
Operating
income
(loss)
Amortization before
Operating Depreciation of cable depreciation
Income and distribution and
(loss) Amortization investments amortization
------------- ------------- ------------- -------------
Filmed
Entertainment $ 260 $ 14 $ - $ 274
Television
Stations 305 15 - 320
Television
Broadcast
Network (154) 5 - (149)
Cable Network
Programming 89 11 32 132
------------- ------------- ------------- -------------
Consolidated
Total $ 500 $ 45 $ 32 $ 577
============= ============= ============= =============
For the Six Months Ended December 31, 2003
($ Millions)
-------------------------------------------------------
Operating
income
(loss)
Amortization before
Operating Depreciation of cable depreciation
Income and distribution and
(loss) Amortization investments amortization
------------- ------------- ------------- -------------
Filmed
Entertainment $ 593 $ 27 $ - $ 620
Television
Stations 497 29 - 526
Television
Broadcast
Network (178) 9 - (169)
Cable Network
Programming 257 21 63 341
------------- ------------- ------------- -------------
Consolidated
Total $ 1,169 $ 86 $ 63 $ 1,318
============= ============= ============= =============
For the Six Months Ended December 31, 2002
($ Millions)
-------------------------------------------------------
Operating
income
(loss)
Amortization before
Operating Depreciation of cable depreciation
Income and distribution and
(loss) Amortization investments amortization
------------- ------------- ------------- -------------
Filmed
Entertainment $ 365 $ 27 $ - $ 392
Television
Stations 514 30 - 544
Television
Broadcast
Network (162) 10 - (152)
Cable Network
Programming 172 25 63 260
------------- ------------- ------------- -------------
Consolidated
Total $ 889 $ 92 $ 63 $ 1,044
============= ============= ============= =============
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 11, 2004
FOX ENTERTAINMENT GROUP, INC.
By: /s/ Lawrence A. Jacobs
______________________
Lawrence A. Jacobs
Senior Vice President