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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Discovery, Inc.    DISCA

DISCOVERY, INC.

(DISCA)
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DISCOVERY : Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

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11/07/2019 | 12:54pm EST
Management's discussion and analysis of financial condition and results of
operations is a supplement to and should be read in conjunction with the
accompanying consolidated financial statements and related notes. This section
provides additional information regarding Discovery, Inc.'s ("Discovery," the
"Company," "we," "us," or "our") businesses, current developments, results of
operations, cash flows and financial condition. Additional context can also be
found in our 2018 Annual Report on Form 10-K.
BUSINESS OVERVIEW
We are a global media company that provides content across multiple distribution
platforms, including linear platforms such as pay-television ("pay-TV"),
free-to-air ("FTA") and broadcast television, authenticated GO applications,
digital distribution arrangements and content licensing arrangements. As one of
the world's largest pay-TV programmers, we provide original and purchased
content and live events to approximately 4 billion cumulative subscribers and
viewers worldwide through networks that we wholly or partially own. We
distribute customized content in the U.S. and over 220 other countries and
territories in nearly 50 languages. Our global portfolio of networks includes
prominent nonfiction television brands such as Discovery Channel, our most
widely distributed global brand, TLC, Animal Planet, Investigation Discovery,
Science Channel, and MotorTrend (previously known as Velocity domestically and
currently known as Turbo internationally), Food Network, HGTV, Travel Channel,
and TVN, a Polish media company. Our portfolio also includes Eurosport, a
leading sports entertainment provider and broadcaster of the Olympic Games (the
"Olympics") across Europe, as well as Discovery Kids, a leading children's
entertainment brand in Latin America. We participate in joint ventures including
Group Nine Media ("Group Nine"), a digital media holding company home to top
digital brands including NowThis News, the Dodo, Thrillist, and Seeker.
Our objectives are to invest in high quality content for our networks and brands
to build viewership, optimize distribution revenue, capture advertising sales
and create or reposition branded channels and businesses to sustain long-term
growth and occupy a desired content niche with strong consumer appeal. Our
strategy is to maximize the distribution, ratings and profit potential of each
of our branded networks. In addition to growing distribution and advertising
revenues for our branded networks, we have extended content distribution across
new platforms, including brand-aligned websites, on-line streaming, mobile
devices, video on demand and broadband channels, which provide promotional
platforms for our television content and serve as additional outlets for
advertising and distribution revenue. Audience ratings are a key driver in
generating advertising revenue and creating demand on the part of cable
television operators, direct-to-home satellite operators, telecommunication
service providers, and other content distributors who deliver our content to
their customers.
Our content spans genres including survival, exploration, sports, general
entertainment, home, food and travel, heroes, adventure, crime and
investigation, health and kids. We have an extensive library of content and own
most rights to our content and footage, which enables us to leverage our library
to quickly launch brands and services into new markets and on new platforms. Our
content can be re-edited and updated in a cost-effective manner to provide
topical versions of subject matter that can be utilized around the world on a
variety of platforms.
Although the Company utilizes certain brands and content globally, we classify
our operations in two reportable segments: U.S. Networks, consisting principally
of domestic television networks and digital content services, and International
Networks, consisting primarily of international television networks and digital
content services. In addition, Other consists principally of a production
studio. Our segment presentation aligns with our management structure and the
financial information management uses to make decisions about operating matters,
such as the allocation of resources and business performance assessments.
Scripps Networks
On March 6, 2018, Discovery acquired Scripps Networks (the "Scripps Networks
acquisition") for $12.0 billion, comprised of $8.8 billion in cash and $3.2
billion in equity. Scripps Networks was a global media company with
lifestyle-oriented content, such as home, food, and travel-related programming.
The Scripps Networks portfolio of networks included HGTV, Food Network, Travel
Channel, DIY Network, Cooking Channel, Great American Country and TVN S.A.'s
("TVN") portfolio of networks outside the United States. Additionally, outside
the United States, Scripps Networks participated in UKTV, a joint venture with
BBC Worldwide Limited (the "BBC"). The Company applied the acquisition method of
accounting to Scripps Networks' business, whereby the excess of the fair value
of the business over the fair value of identifiable net assets was allocated to
goodwill.
In connection with the Scripps Networks acquisition, in September 2017,
Discovery Communications, LLC ("DCL") issued several series of senior notes to
partially fund the Scripps Networks acquisition with an aggregate principal
amount of $6.8 billion and entered into two term loan facilities with an
aggregate principal amount of $2.0 billion.

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RESULTS OF OPERATIONS The discussion below compares our actual results for the three months ended September 30, 2019 to the three months ended September 30, 2018, as well as our actual results for the nine months ended September 30, 2019 to pro forma combined results for the nine months ended September 30, 2018, as if the Scripps Networks acquisition occurred on January 1, 2017. Scripps Networks was acquired on March 6, 2018. Management believes reviewing our actual operating results in addition to combined pro forma results is useful in identifying trends in, or reaching conclusions regarding, the overall operating performance of our businesses. Our combined U.S. Networks, International Networks and Corporate and Inter-Segment Eliminations pro forma information is based on the historical operating results of the respective businesses as applicable to each segment and includes adjustments directly attributable to the prior year Scripps Networks acquisition as if it had occurred on January 1, 2017, such as: 1. The impact of the purchase price allocation to the fair value of assets,

       liabilities, and noncontrolling interests, such as intangible
       amortization;


2.     Adjustments to remove items associated with the acquisition of Scripps
       Networks that will not have a continuing impact on the combined entity,
       such as transaction costs and the impact of employee retention agreements;
       and

3. Changes to align accounting policies.

Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. Pro forma amounts are not necessarily indicative of what our results would have been had we operated Scripps Networks since January 1, 2017 and should not be taken as indicative of the Company's future consolidated results of operations.


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© Edgar Online, source Glimpses

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