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16-Oct-2012
Regulation FD Disclosure, Financial Statements and Exhibits
In connection with proposed debt financing transactions by WMG Acquisition Corp., a subsidiary of Warner Music Group Corp., the information set forth below was provided to potential investors. Except as otherwise indicated, the terms "we," "us," "our," "ours," and "Warner Music Group" refer to WMG Acquisition Corp. The term "Parent" refers to Warner Music Group Corp., the indirect parent of Warner Music Group.
Recent Developments
We have presented below certain preliminary estimated financial information of Parent for the three months ended September 30, 2012 based on currently available information. We have also presented below a preliminary estimate of Warner Music Group's Covenant EBITDA for the twelve months ended September 30, 2012. Neither Parent nor Warner Music Group has finalized its results for the periods presented below. In addition, Ernst & Young LLP, our independent public accounting firm, has not performed any procedures with respect to the preliminary estimated financial information contained below, nor have they expressed any opinion or other form of assurance on such preliminary estimated financial information or its achievability. These preliminary estimates should not be regarded as a representation by Parent, us, our management or the initial purchasers as to our actual financial results for the periods presented below. The preliminary estimated financial information presented below is inherently uncertain, is subject to change and Parent's or our actual financial results may differ from such preliminary estimates.
For the three months ended September 30, 2012, Parent's consolidated revenue is estimated to have been in a range of approximately $721 million to $741 million, compared to $719 million for the combined three months ended September 30, 2011. Of this amount, we estimate revenue of our Recorded Music business, prior to intersegment eliminations, to have been in a range of approximately $598 million to $614 million, compared to $583 million for the combined three months ended September 30, 2011, and revenue of our Music Publishing business, prior to intersegment eliminations, to have been in a range of approximately $130 million to $134 million, compared to $141 million for the combined three months ended September 30, 2011. OIBDA for Parent is estimated to have been in a range of approximately $100 million to $110 million, compared to $41 million for the combined three months ended September 30, 2011. Warner Music Group's Covenant EBITDA is estimated to have been in a range of approximately $460 million to $470 million for the fiscal year ended September 30, 2012. We also estimate our cash and cash equivalents as of September 30, 2012 to have been approximately $300 million, which amount does not reflect our payment of interest of approximately $54 million on October 1, 2012.
Because of the forward-looking nature of the estimated OIBDA and Covenant EBITDA ranges presented above, specific quantifications of the amounts that would be required to reconcile estimated net loss to estimated OIBDA and Covenant EBITDA are not available. We believe that there is a degree of volatility with respect to certain of our GAAP measures, including certain adjustments made in order to arrive at the relevant non-GAAP measures, which preclude us from providing accurate estimated GAAP to non-GAAP reconciliations. We believe that providing estimates of the amounts that would be required to reconcile the range of the non-GAAP OIBDA and Covenant EBITDA to estimated net loss would imply a degree of precision that could be confusing or misleading to investors for the reasons identified above.
Forward Looking Statements
Certain statements and information in this report, including the information with respect to Parent's and our projected estimated financial results and any statements other than statements of historical facts, may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. There are a number of risks and uncertainties that could cause Parent's and our actual results to differ materially from those provided herein, including: the decline of the recorded music industry; downward pressure on
Non-GAAP Financial Measures
This report includes a discussion of Parent OIBDA and Warner Music Group Covenant EBITDA. These measures are non-GAAP financial measures that in each case are not recognized under accounting principles generally accepted in the United States, or "GAAP".
OIBDA is defined as Parent's operating income (loss) before non-cash
depreciation of tangible assets, non-cash amortization of intangible assets and
non-cash impairment charges to reduce the carrying value of goodwill and
intangible assets. We consider OIBDA to be an important indicator of the
operational strengths and performance of our businesses, including the ability
to provide cash flows to service debt. However, a limitation of the use of OIBDA
as a performance measure is that it does not reflect the periodic costs of
certain capitalized tangible and intangible assets used in generating revenues
in our businesses. Accordingly, OIBDA should be considered in addition to, not
as a substitute for, operating income, net income (loss) and other measures of
financial performance reported in accordance with GAAP. Covenant EBITDA as
presented herein is a financial measure defined in the instruments governing
Warner Music Group's outstanding indebtedness, including the indenture governing
Warner Music Group's outstanding 11.50% Senior Notes due 2018 as "EBITDA."
Covenant EBITDA differs from the term "EBITDA" as it is commonly used. For
example, the definition of Covenant EBITDA, in addition to adjusting net income
to exclude interest expense, income taxes, and depreciation and amortization,
also adjusts net income by excluding items or expenses not typically excluded in
the calculation of "EBITDA" such as, among other items, (1) the amount of any
restructuring charges or reserves; (2) any non-cash charges (including any
impairment charges); (3) any net loss resulting from hedging currency exchange
risks; (4) the amount of management, monitoring, consulting and advisory fees;
(5) business optimization expenses (including consolidation initiatives,
severance costs and other costs relating to initiatives aimed at profitability
improvement) and (6) stock-based compensation expense and also includes an
add-back for certain projected cost savings and synergies. Because not all
companies calculate OIBDA and Covenant EBITDA identically (if at all), the
presentations herein may not be comparable to other similarly titled measures
used by other companies. Further, these measures should not be considered as
substitutes for the information contained in the historical financial
information of Parent and Warner Music Group prepared in accordance with GAAP.
This report also includes a discussion of certain results for Parent that are presented on a combined basis. In accordance with GAAP and as a result of the acquisition of Parent by Access Industries, Inc. in July 2011, Parent's historical consolidated financial results for fiscal 2011 are presented in two periods: the period from July 20, 2011 to September 30, 2011 ("Successor") and from October 1, 2010 to July 19, 2011 ("Predecessor"). The Successor period and the Predecessor period are presented on different bases and are, therefore, not comparable. We believe that presenting the 2011 results discussed in this report on a combined basis enables a meaningful comparison of Parent's historical and estimated results. These combined presentations have not been prepared in accordance with GAAP.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated October 16, 2012
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