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WBD Sees $2.9 Billion Q1 Loss On M&A Charges Including Termination Fee Paramount Paid Netflix

Warner Bros. Discovery posted a whopping $2.9 billion first quarter loss that will likely be a one-time accounting blip, it hopes, since it includes the $2.8 billion termination fee that Paramount paid Netflix to swap places on the merger board.

WBD said the “amount is refundable to PSKY in certain circumstances, such as the termination of the PSKY merger agreement by WBD for a superior proposal or the violation of interim operating covenants, resulting in an obligation for WBD.”

According to Paramount CEO David Ellison earlier this week, however, the Par-WBD deal is on track to close in the third quarter. Netflix in late December announced plans to acquire Warner Bros. streaming and studios asset, appearing to derail Ellison’s hot pursuit of a purchase for all of WBD. But he persisted ultimately offering $31 a share in cash. After a messy few months, Netflix stepped aside and Paramount and WBD unveiled their merger. WBD owned Netflix a termination fee of $2.8 billion for walking away from a signed agreement. As part of the WBD-Par deal, Paramount prompted paid the breakup fee itself.

Beyond that, streaming led by HBO Max had a nice quarter with revenue up 7% to about $2.9 billion on some popular programming and as it chugged into global markets. DTC ad revenue rose 19%. Profit jumped 17% to $433 million.

At Studios, sales and profit surged led by theatrical as well as content licensing as HBO Max expanded.

Adjusted ebitda, a metric Wall Street likes follow, was flat at $2.2 billion with growth in streaming and studios offset by the ongoing decline at global linear networks, where revenue fell 9% to $4.4 billion and profit dipped 10% to $1.6 billion. Linear advertising dropped 12% driven by the absence of the NBA.

The company ended the March quarter with a still hefty $33.4 billion in gross debt.

Free cash flow turned negative to the tune of $208 million from a positive $553 million the year before in part on $100 million of separation and transaction-related cash costs

WBD’s total revenue eased 3% to $8.9 billion. Net losses ballooned as per above from $453 million.

Executives will host a call with analysts at 4:30 ET.

More to come


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