QRTEP Qurate Retail Inc

Qurate Retail, Inc. (“Qurate Retail”) (Nasdaq: QRTEA, QRTEB, QRTEP) today reported third quarter 2023 results(1).

“We are delivering on our Project Athens transformation as planned and have made tangible progress toward building a materially stronger profit and cash flow profile,” said David Rawlinson, President and CEO of Qurate Retail. “We produced strong Adjusted OIBDA growth of over 50% as reported with increases at each of our businesses, sustained gross margin gains in our core video commerce businesses and grew free cash flow, all while moderating the decline in revenue compared to the first half of the year.

“While we have meaningful work still ahead of us, our third quarter results strengthen our confidence in our ability to navigate the current challenged environment and to meet our Project Athens objectives. We reiterate our expectations for a double-digit CAGR on Adjusted OIBDA and free cash flow with stable revenues through 2024 compared to 2022.”

Third quarter 2023 operating results:

• Qurate Retail revenue decreased 3%(2) to $2.5 billion in both US Dollars and constant currency(3)
• Qurate Retail grew Adjusted OIBDA(4) 35%(2) in constant currency
• Qurate Retail reported diluted EPS of $0.00
  • Adjusted diluted EPS(4) of $0.10
• QxH revenue decreased 3%
• QVC International revenue increased 4%
  • In constant currency, revenue increased 1%
• Cornerstone revenue decreased 13%

Corporate headlines:

• $435 million reduction in revolver balance using operating cash flow and insurance proceeds
• Remaining 1.75% exchangeable debentures were retired or exchanged during Q3 or after quarter-end

Discussion of Results

Unless otherwise noted, the following discussion compares financial information for the three months ended September 30, 2023 to the same period in 2022.

THIRD QUARTER 2023 FINANCIAL RESULTS

(amounts in millions)

3Q22

 

 

3Q23

 

 

% Change

 

 

% Change Constant Currency(a)

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

QxH

$

1,663

 

 

$

1,617

 

 

(3

)

%

 

 

 

QVC International

 

554

 

 

 

577

 

 

4

 

%

 

1

 

%

Cornerstone

 

327

 

 

 

285

 

 

(13

)

%

 

 

 

Total Qurate Retail Revenue (excluding Zulily)

 

2,544

 

 

 

2,479

 

 

(3

)

%

 

(3

)

%

Zulily(b)

 

200

 

 

 

-

 

 

NM

 

 

 

 

 

Total Qurate Retail Revenue (as reported)

$

2,744

 

 

$

2,479

 

 

(10

)

%

 

(10

)

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

QxH(c)

$

(2,251

)

 

$

91

 

 

NM

 

 

 

 

 

QVC International

 

52

 

 

 

63

 

 

21

 

%

 

21

 

%

Cornerstone

 

2

 

 

 

4

 

 

100

 

%

 

 

 

Unallocated corporate cost

 

(7

)

 

 

(7

)

 

-

 

%

 

 

 

Total Qurate Retail Operating Income (excluding Zulily)

 

(2,204

)

 

 

151

 

 

NM

 

 

 

NM

 

 

Zulily(b)

 

(403

)

 

 

-

 

 

NM

 

 

 

 

 

Total Qurate Retail Operating Income (as reported)

$

(2,607

)

 

$

151

 

 

NM

 

 

 

NM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted OIBDA

 

 

 

 

 

 

 

 

 

 

 

QxH(c)

$

143

 

 

$

201

 

 

41

 

%

 

 

 

QVC International

 

62

 

 

 

77

 

 

24

 

%

 

23

 

%

Cornerstone

 

10

 

 

 

11

 

 

10

 

%

 

 

 

Unallocated corporate cost

 

(5

)

 

 

(4

)

 

20

 

%

 

 

 

Total Qurate Retail Adjusted OIBDA (excluding Zulily)

$

210

 

 

$

285

 

 

36

 

%

 

35

 

%

Zulily(b)

 

(25

)

 

 

-

 

 

NM

 

 

 

 

 

Total Qurate Retail Adjusted OIBDA (as reported)

$

185

 

 

$

285

 

 

54

 

%

 

54

 

%

a)

For a definition of constant currency financial metrics, see the accompanying schedules.

b)

Zulily was divested on May 24, 2023. In the third quarter of 2022, Zulily recorded (i) a $366 million non-cash impairment charge related to its tradename and goodwill and (ii) $3 million of restructuring charges. These items are included in operating income and excluded from Adjusted OIBDA.

c)

In the third quarter of 2023, QxH incurred (i) a $2 million gain on the sale of its Rocky Mount, NC fulfillment center (“Rocky Mount”) in February 2023 on proceeds released from escrow and (ii) $21 million of restructuring, penalties and fire-related costs. In the third quarter of 2022, QxH recorded (i) a $2.7 billion non-cash impairment charge related to goodwill and the HSN tradename, (ii) a $277 million gain on sale related to the sale and leaseback agreements of five US properties and (iii) a $137 million net gain on insurance proceeds representing insurance proceeds received in excess of losses recognized on inventory, fixed assets and other fire related costs. These items are included in operating income and excluded from Adjusted OIBDA. See Reconciling Schedule 2.

THIRD QUARTER 2023 NET INCOME AND ADJUSTED NET INCOME(4)

(amounts in millions)

3Q22

 

 

3Q23

 

Net income

$

(2,747

)

 

$

1

 

Adjusted net income (loss)(a)

$

(29

)

 

$

40

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding ("WASO")

 

381

 

 

 

388

 

Potentially dilutive shares

 

1

 

 

 

1

 

Diluted WASO

 

382

 

 

 

389

 

 

 

 

 

 

 

 

GAAP EPS(b)

$

(7.21

)

 

$

0.00

 

Adjusted EPS(a)

$

(0.08

)

 

$

0.10

 

a)

See Reconciling Schedule 3.

b)

Represents diluted net income per share attributable to Series A and Series B common stockholders as presented in Qurate Retail’s financial statements.

QxH

QxH revenue declined primarily due to a 3% decrease in units shipped, which was partially offset by a 1% increase in average selling price. QxH experienced a 6% increase in average spend per customer. QxH reported declines in electronics, apparel and beauty, with growth in accessories, jewelry and home.

Operating income and Adjusted OIBDA margin(4) increased mainly due to lower fulfillment (warehouse and freight) costs, higher product margins and lower obsolescence expense. Fulfillment favorability was driven by efficiencies from Project Athens initiatives, significantly lower detention and demurrage costs compared to prior year and improved rates from the new parcel carrier contract that went into effect in July. Product margins increased primarily due to mix shift to higher-margin products and fewer clearance items as a result of improved inventory health and initiatives to increase initial margin. Inventory obsolescence declined due to an improved mix of inventory. These gains were partially offset by higher administrative expenses from certain costs related to Project Athens, including outside services, and to a lesser extent from increased commissions.

QVC International

US Dollar denominated results were positively impacted by exchange rate fluctuations, primarily due to the Dollar weakening 8% versus the Euro and 7% versus the British Pound, partially offset by the Dollar strengthening 5% against the Japanese Yen. The financial metrics presented in this press release also provide a comparison of the percentage change in QVC International’s results in constant currency to the comparable figures calculated in accordance with US GAAP, where applicable.

QVC International’s constant currency revenue grew primarily due to a 3% increase in units shipped, which was partially offset by a 1% decrease in average selling price. QVC International reported growth in beauty, home and apparel, with a decline in electronics.

Operating income and Adjusted OIBDA margin increased primarily due to higher product margins and lower inventory obsolescence expense. Product margin favorability was due to lower supply chain costs and mix shift to higher-margin products, partially offset by unfavorable returns. Obsolescence favorability reflects reduced inventory levels. These gains were partially offset by higher administrative and fulfillment expenses. Administrative costs increased mostly due to outside services and management incentive accruals. Fulfillment pressure was mainly attributable to fulfillment center rents due to sale leaseback transactions in January 2023 and increased labor rates, notably in Europe.

Cornerstone

Cornerstone revenue decreased, reflecting softness and competitive promotional pressure in the home sector as well as lower demand for apparel at Garnet Hill.

Operating income and Adjusted OIBDA margin increased mainly due to lower supply chain costs, partially offset by increased promotions.

THIRD QUARTER 2023 SUPPLEMENTAL METRICS

(amounts in millions unless otherwise noted)

3Q22

 

3Q23

 

% Change

 

 

% Change Constant Currency(a)

 

QxH

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold % of Revenue

 

70.2

%

 

65.4

%

(480

)

bps

 

 

 

Operating Income Margin (%)(b)

 

 

NM

 

 

5.6

%

NM

 

 

 

 

 

Adjusted OIBDA Margin (%)(b)

 

 

8.6

%

 

12.4

%

380

 

bps

 

 

 

Average Selling Price

 

$

51.27

 

$

51.78

 

1

 

%

 

 

 

Units Sold

 

 

 

 

 

 

 

(3

)

%

 

 

 

Return Rate(c)

 

 

14.4

%

 

15.4

%

100

 

bps

 

 

 

eCommerce Revenue(d)

 

$

1,000

 

$

996

 

-

 

%

 

 

 

eCommerce % of Total Revenue

 

 

60.1

%

 

61.6

%

150

 

bps

 

 

 

Mobile % of eCommerce Revenue(e)

 

 

67.3

%

 

69.0

%

170

 

bps

 

 

 

LTM Total Customers(f)

 

 

9.3

 

 

8.2

 

(12

)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

QVC International

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold % of Revenue

 

 

64.8

%

 

63.4

%

(140

)

bps

 

 

 

Operating Income Margin (%)

 

 

9.4

%

 

10.9

%

150

 

bps

 

 

 

Adjusted OIBDA Margin (%)

 

 

11.2

%

 

13.3

%

210

 

bps

 

 

 

Average Selling Price

 

 

 

 

 

 

 

3

 

%

 

(1

)

%

Units Sold

 

 

 

 

 

 

 

3

 

%

 

 

 

Return Rate(c)

 

 

18.9

%

 

19.6

%

70

 

bps

 

 

 

eCommerce Revenue(d)

 

$

256

 

$

283

 

11

 

%

 

7

 

%

eCommerce % of Total Revenue

 

 

46.2

%

 

49.0

%

280

 

bps

 

 

 

Mobile % of eCommerce Revenue(e)

 

 

70.4

%

 

69.3

%

(110

)

bps

 

 

 

LTM Total Customers(f)

 

 

4.5

 

 

4.2

 

(7

)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cornerstone

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold % of Revenue

 

 

66.7

%

 

62.8

%

(390

)

bps

 

 

 

Operating Income Margin (%)

 

 

0.6

%

 

1.4

%

80

 

bps

 

 

 

Adjusted OIBDA Margin (%)

 

 

3.1

%

 

3.9

%

80

 

bps

 

 

 

eCommerce Revenue(d)

 

$

245

 

$

218

 

(11

)

%

 

 

 

eCommerce % of Total Revenue

 

 

74.9

%

 

76.5

%

160

 

bps

 

 

 

a)

For a definition of constant currency financial metrics, see the accompanying schedules.

b)

In the third quarter of 2023, QxH incurred (i) a $2 million gain on the sale of Rocky Mount in February 2023 on proceeds released from escrow and (ii) $21 million of restructuring, penalties and fire-related costs. In the third quarter of 2022, QxH recorded (i) a $2.7 billion non-cash impairment charge related to goodwill and the HSN tradename, (ii) a $277 million gain on sale related to the sale and leaseback agreements of five US properties and (iii) a $137 million net gain on insurance proceeds representing insurance proceeds received in excess of losses recognized on inventory, fixed assets and other fire related costs. These items are included in operating income and excluded from Adjusted OIBDA. See Reconciling Schedule 2.

c)

Measured as returned sales over gross shipped sales in US Dollars.

d)

 

Based on net revenue.

e)

Based on gross US Dollar orders.

f)

LTM: Last twelve months.

FOOTNOTES

1)

Qurate Retail will discuss these headlines and other matters on Qurate Retail’s earnings conference call that will begin at 8:30 a.m. (E.T.) on November 3, 2023. For information regarding how to access the call, please see “Important Notice” later in this document.

2)

Adjusted for the divestiture of Zulily on May 24, 2023.

3)

 

For a definition of constant currency financial metrics, see the accompanying schedules. Applicable reconciliations can be found in the financial tables at the beginning of this press release.

4)

 

For definitions and applicable reconciliations of Adjusted OIBDA, Adjusted OIBDA margin, adjusted net income and adjusted diluted EPS, see the accompanying schedules.

NOTES

Cash and Debt

The following presentation is provided to separately identify cash and debt information.

(amounts in millions)

 

6/30/2023

 

9/30/2023

 

Cash and cash equivalents (GAAP)

 

$

1,483

 

 

$

1,099

 

 

 

 

 

 

 

 

 

 

Indemnification agreement receivable(a)

 

$

10

 

 

$

21

 

 

 

 

 

 

 

 

 

 

Debt:

 

 

 

 

 

 

 

QVC senior secured notes(b)

 

$

3,509

 

 

$

3,509

 

 

QVC senior secured bank credit facility

 

 

1,430

 

 

 

995

 

 

Total Qurate Retail Group Debt

 

$

4,939

 

 

$

4,504

 

 

 

 

 

 

 

 

 

 

Senior notes(b)

 

 

792

 

 

 

792

 

 

Senior exchangeable debentures(c)

 

 

861

 

 

 

858

 

 

Corporate Level Debentures

 

 

1,653

 

 

 

1,650

 

 

Total Qurate Retail, Inc. Debt

 

$

6,592

 

 

$

6,154

 

 

Unamortized discount, fair market value adjustment and deferred loan costs

 

 

(614

)

 

 

(589

)

 

Total Qurate Retail, Inc. Debt (GAAP)

 

$

5,978

 

 

$

5,565

 

 

 

 

 

 

 

 

 

 

Other Financial Obligations:

 

 

 

 

 

 

 

Preferred stock(d)

 

$

1,269

 

 

$

1,270

 

 

 

 

 

 

 

 

 

 

QVC, Inc. leverage(e)

 

 

2.3x

 

 

2.6x

 

a)

Indemnity from Liberty Broadband Corporation (“Liberty Broadband”), pursuant to the indemnification agreement with respect to the 1.75% exchangeable debentures (the “LI LLC Charter exchangeable debentures”) issued by Liberty Interactive LLC (“LI LLC”). LI LLC is a wholly-owned subsidiary of Qurate Retail.

b)

Face amount of Senior Notes and Debentures with no reduction for the unamortized discount.

c)

 

Face amount of Senior Exchangeable Debentures with no adjustment for the fair market value adjustment.

d)

 

Preferred Stock has an 8% coupon, $100 per share initial liquidation preference plus accrued and unpaid dividends and is non-voting. It is subject to mandatory redemption on March 15, 2031. The Preferred Stock is considered a liability for GAAP purposes, and is recorded net of capitalized costs.

e)

 

As defined in QVC’s credit agreement. The gains from sale leaseback transactions completed within the last twelve months and a portion of expected cost savings are included in adjusted EBITDA for purposes of the covenant calculations under QVC’s bank credit facility.

Cash at Qurate Retail decreased $384 million in the third quarter primarily due to net debt repayment under QVC’s bank credit facility partially offset by cash from operations. Total debt at Qurate Retail, Inc. decreased $438 million in the third quarter primarily due to a $435 million reduction in borrowings under QVC’s bank credit facility.

QVC’s bank credit facility has $995 million drawn as of September 30, 2023 with incremental availability of $2.1 billion, net of letters of credit. QVC’s leverage ratio, as defined by the QVC revolving credit facility, was 2.6x at quarter-end. Pursuant to the terms of QVC’s revolving credit facility, gains from sale leaseback transactions and a portion of expected cost savings are included in operating income for purposes of QVC’s leverage ratio for covenant calculations.

As of September 30, 2023, QVC’s consolidated leverage ratio (as calculated under QVC’s senior secured notes) was greater than 3.5x and as a result QVC is restricted in its ability to make unlimited dividends or other restricted payments. Dividends made by QVC to service the principal and interest of indebtedness of its parent entities, as well as payments made by QVC to Qurate Retail under an intercompany tax sharing agreement in respect of certain tax obligations of QVC and its subsidiaries, are permitted under the bond indenture and credit agreement.

Qurate Retail is in compliance with all debt covenants as of September 30, 2023.

Qurate Retail benefits from an indemnification agreement with Liberty Broadband with respect to its LI LLC Charter exchangeable debentures. Pursuant to this indemnification agreement, Liberty Broadband has agreed to indemnify LI LLC for any payments made to a holder of such debentures that exercised its exchange right on or before the put/call date of October 5, 2023 in excess of the sum of the adjusted principal amount of such debentures plus certain estimated tax benefits to Qurate Retail, if any, resulting from the exchange. LI LLC would be responsible for paying the adjusted principal amount to such holder. This indemnity is supported by a negative pledge in favor of Qurate Retail on the reference shares of Class A common stock of Charter Communications, Inc. held at Liberty Broadband that underlie the LI LLC Charter exchangeable debentures. The indemnification asset on Qurate Retail’s balance sheet is valued based on the estimated exchange feature in the LI LLC Charter exchangeable debentures. As of September 30, 2023, holders of the LI LLC Charter exchangeable debentures had the ability to put their debentures on October 5, 2023, and accordingly, the indemnification asset is included as a current asset. During the three months ended September 30, 2023, Qurate Retail received indemnification payments from Liberty Broadband in connection with exchanges of $2 million principal amount of the LI LLC Charter exchangeable debentures that settled in the quarter. Subsequent to September 30, 2023, all remaining LI LLC Charter exchangeable debentures were retired or exchanged.

Important Notice: Qurate Retail, Inc. (Nasdaq: QRTEA, QRTEB, QRTEP) will discuss Qurate Retail’s earnings release on a conference call which will begin at 8:30 a.m. (E.T.) on November 3, 2023. The call can be accessed by dialing (877) 704-4234 or (215) 268-9904, passcode 13736993, at least 10 minutes prior to the start time. The call will also be broadcast live across the Internet and archived on our website. To access the webcast go to https://www.qurateretail.com/investors/news-events/ir-calendar. Links to this press release and replays of the call will also be available on Qurate Retail’s website.

This press release includes certain forward-looking statements, including statements about business strategies and initiatives (including Project Athens) and their expected benefits, market potential, future financial performance and prospects, the indemnification by Liberty Broadband, future repayment of debt, the continuation of our stock repurchase program and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of new products or services, competitive issues, regulatory matters affecting our businesses, continued access to capital on terms acceptable to Qurate Retail, changes in law and government regulations, the availability of investment opportunities, general market conditions (including as a result of COVID-19 or other public health crises), issues impacting the global supply chain and labor market, and market conditions conducive to stock repurchases. These forward-looking statements speak only as of the date of this press release, and Qurate Retail expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Qurate Retail's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Qurate Retail, including the most recent Forms 10-K and 10-Q, for additional information about Qurate Retail and about the risks and uncertainties related to Qurate Retail's business which may affect the statements made in this press release.

NON-GAAP FINANCIAL MEASURES

To provide investors with additional information regarding our financial results, this press release includes a presentation of Adjusted OIBDA, which is a non-GAAP financial measure, for Qurate Retail, QVC (and certain of its subsidiaries), Zulily (through May 23, 2023) and Cornerstone together with a reconciliation to that entity or such businesses’ operating income, as determined under GAAP. Qurate Retail defines Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, and where applicable, separately identified impairments, litigation settlements, restructuring, penalties, acquisition-related costs, fire related costs, net (including Rocky Mount inventory losses), and (gains) losses on sale leaseback transactions. Further, this press release includes Adjusted OIBDA margin, which is also a non-GAAP financial measure. Qurate Retail defines Adjusted OIBDA margin as Adjusted OIBDA divided by revenue.

Qurate Retail believes Adjusted OIBDA is an important indicator of the operational strength and performance of its businesses by identifying those items that are not directly a reflection of each business’s performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Because Adjusted OIBDA is used as a measure of operating performance, Qurate Retail views operating income as the most directly comparable GAAP measure. Adjusted OIBDA is not meant to replace or supersede operating income or any other GAAP measure, but rather to supplement such GAAP measures in order to present investors with the same information that Qurate Retail's management considers in assessing the results of operations and performance of its assets. Please see the attached schedules for applicable reconciliations.

In addition, this press release includes references to adjusted net income and adjusted earnings per share, which are non-GAAP financial measures, for Qurate Retail. Qurate Retail defines adjusted net income as net income, excluding the impact of acquisition accounting amortization (net of deferred tax benefit), mark-to-market adjustments on certain public debt and equity securities, (gain) loss on sale of fixed assets and other one-time adjustments. Qurate Retail defines adjusted earnings per share as diluted earnings per share plus the diluted per share effects of certain adjustments, net of tax.

Qurate Retail believes adjusted net income and adjusted earnings per share are important indicators of financial performance due to the impact of purchase accounting amortization, mark-to-market adjustments and other one-time items identified in Schedule 3 below. Because adjusted net income and adjusted earnings per share are used as measures of overall financial performance, Qurate Retail views net income and diluted earnings per share, respectively, as the most directly comparable GAAP measures. Adjusted net income and adjusted earnings per share are not meant to replace or supersede net income, diluted earnings per share or any other GAAP measure, but rather to supplement such GAAP measures in order to present investors with a supplemental metric of financial performance. Please see the attached schedules for a reconciliation of adjusted net income to net income (loss) and adjusted earnings per share to diluted earnings per share, in each case, calculated in accordance with GAAP for Qurate Retail (Schedule 3).

This press release also references certain financial metrics on a constant currency basis, which is a non-GAAP measure, for Qurate Retail. Constant currency financial metrics, as presented herein, are calculated by translating the current-year and prior-year reported amounts into comparable amounts using a single foreign exchange rate for each currency.

Qurate Retail believes constant currency financial metrics are an important indicator of financial performance, in particular for QVC, due to the translational impact of foreign currency fluctuations relating to its subsidiaries in the UK, Germany, Italy and Japan. We use constant currency financial metrics to provide a framework to assess how our businesses performed excluding the effects of foreign currency exchange fluctuations. Please see the financial tables at the beginning of this press release for a reconciliation of the impact of foreign currency fluctuations on revenue, operating income, Adjusted OIBDA and average selling price.

SCHEDULE 1

The following table provides a reconciliation of Qurate Retail’s Adjusted OIBDA to its operating income calculated in accordance with GAAP for the three months ended September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023, respectively.

CONSOLIDATED OPERATING INCOME AND ADJUSTED OIBDA RECONCILIATION

(amounts in millions)

 

3Q22

 

 

4Q22

 

1Q23

 

 

2Q23

 

 

3Q23

Qurate Retail Operating Income (Loss)

 

$

(2,607

)

 

$

42

 

$

176

 

 

$

366

 

 

$

151

Depreciation and amortization

 

 

107

 

 

 

110

 

 

100

 

 

 

104

 

 

 

105

Stock compensation expense

 

 

15

 

 

 

14

 

 

16

 

 

 

14

 

 

 

10

Restructuring, penalties and fire related costs, net of (recoveries) (including Rocky Mount inventory losses)(a)

 

 

(134

)

 

 

31

 

 

—

 

 

 

(208

)

 

 

19

Impairment of intangible assets

 

 

3,081

 

 

 

—

 

 

—

 

 

 

—

 

 

 

—

(Gains) on sale of intangible asset and sale leaseback transactions(b)

 

 

(277

)

 

 

—

 

 

(113

)

 

 

(6

)

 

 

—

Qurate Retail Adjusted OIBDA

 

$

185

 

 

$

197

 

$

179

 

 

$

270

 

 

$

285

a)

In the third quarter of 2023, QxH incurred (i) a $2 million gain on the sale of Rocky Mount in February 2023 on proceeds released from escrow and (ii) $21 million of restructuring, penalties and fire-related costs. In the third quarter of 2022, QxH recorded (i) a $2.7 billion non-cash impairment charge related to goodwill and the HSN tradename, (ii) a $277 million gain on sale related to the sale and leaseback agreements of five US properties and (iii) a $137 million net gain on insurance proceeds representing insurance proceeds received in excess of losses recognized on inventory, fixed assets and other fire related costs. These items are included in operating income and excluded from Adjusted OIBDA.

b)

Includes gains on the sale related to the modification of a lease that resulted in a sale leaseback for US GAAP purposes of five US properties completed in the third quarter of 2022, the sale leaseback transactions of UK and German properties in the first quarter of 2023 and the sale of an intangible asset primarily related to the sale of a channel positioning right in the second quarter of 2023.

SCHEDULE 2

The following table provides a reconciliation of Adjusted OIBDA for QVC and Cornerstone to that entity or such businesses’ operating income (loss) calculated in accordance with GAAP for the three months ended September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023, respectively.

SUBSIDIARY ADJUSTED OIBDA RECONCILIATION

(amounts in millions)

 

3Q22

 

 

4Q22

 

 

1Q23

 

 

2Q23

 

 

3Q23

QVC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

(2,199

)

 

$

113

 

 

$

230

 

 

$

374

 

 

$

154

Depreciation and amortization

 

 

94

 

 

 

96

 

 

 

89

 

 

 

94

 

 

 

98

Stock compensation

 

 

9

 

 

 

9

 

 

 

9

 

 

 

11

 

 

 

7

Restructuring, penalties and fire related costs, net of (recoveries) (including Rocky Mount inventory losses)

 

 

(137

)

 

 

29

 

 

 

(4

)

 

 

(211

)

 

 

19

(Gains) on sale of intangible asset and sale leaseback transactions

 

 

(277

)

 

 

—

 

 

 

(113

)

 

 

(6

)

 

 

—

Impairment of intangible assets

 

 

2,715

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

Adjusted OIBDA

 

$

205

 

 

$

247

 

 

$

211

 

 

$

262

 

 

$

278

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

QxH Adjusted OIBDA

 

$

143

 

 

$

150

 

 

$

139

 

 

$

185

 

 

$

201

QVC International Adjusted OIBDA

 

$

62

 

 

$

97

 

 

$

72

 

 

$

77

 

 

$

77

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cornerstone

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

2

 

 

$

(14

)

 

$

(2

)

 

$

15

 

 

$

4

Depreciation and amortization

 

 

6

 

 

 

7

 

 

 

5

 

 

 

7

 

 

 

7

Stock compensation

 

 

2

 

 

 

—

 

 

 

1

 

 

 

1

 

 

 

—

Restructuring costs

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2

 

 

 

—

Adjusted OIBDA (Loss)

 

$

10

 

 

$

(7

)

 

$

4

 

 

$

25

 

 

$

11

SCHEDULE 3

The following table provides a reconciliation of Qurate Retail’s net income (loss) to its adjusted net income and diluted earnings (loss) per share to adjusted earnings per share, in each case, calculated in accordance with GAAP for the three months ended September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023, respectively.

ADJUSTED NET INCOME AND ADJUSTED EPS RECONCILIATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(amounts in millions)

 

 

3Q22

 

 

 

4Q22

 

 

 

1Q23

 

 

 

2Q23

 

 

 

3Q23

 

Qurate Retail Net Income (Loss) (GAAP)

 

$

(2,747

)

 

$

(51

)

 

$

20

 

 

$

107

 

 

$

1

 

Purchase accounting amort., net of deferred tax benefit(a)

 

 

16

 

 

 

18

 

 

 

17

 

 

 

15

 

 

 

14

 

Impairment of intangible assets, net of tax impact

 

 

3,004

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Restructuring, penalties and fire related costs, net of (recoveries) and tax impact (including Rocky Mount inventory losses)

 

 

(101

)

 

 

24

 

 

 

—

 

 

 

(156

)

 

 

14

 

Gains on sale of intangible asset and sale leaseback transactions, net of tax impact

 

 

(207

)

 

 

—

 

 

 

(92

)

 

 

(5

)

 

 

—

 

Mark-to-market adjustments, net(b)

 

 

6

 

 

 

(9

)

 

 

35

 

 

 

26

 

 

 

11

 

Adjusted Net Income (Loss)

 

$

(29

)

 

$

(18

)

 

$

(20

)

 

$

(13

)

 

$

40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share (GAAP)

 

$

(7.21

)

 

$

(0.13

)

 

$

0.05

 

 

$

0.28

 

 

$

—

 

Total adjustments per share, net of tax

 

 

7.13

 

 

 

0.08

 

 

 

(0.10

)

 

 

(0.31

)

 

 

0.10

 

Adjusted earnings (loss) per share

 

$

(0.08

)

 

$

(0.05

)

 

$

(0.05

)

 

$

(0.03

)

 

$

0.10

 

a)

Add-back relates to non-cash, non-tax deductible purchase accounting amortization from Qurate Retail’s acquisitions of QVC, HSN, Zulily and Cornerstone, net of book deferred tax benefit.

b)

Add-back includes realized and unrealized gains/losses on financial instruments, net of tax.

QURATE RETAIL, INC.

CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION

(unaudited)

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

 

2023

 

2022

 

 

 

amounts in millions

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,099

 

1,275

Trade and other receivables, net of allowance for credit losses

 

 

952

 

1,394

Inventory, net

 

 

1,229

 

1,346

Indemnification agreement receivable

 

 

21

 

50

Other current assets

 

 

184

 

210

Total current assets

 

 

3,485

 

4,275

Property and equipment, net

 

 

506

 

570

Intangible assets not subject to amortization

 

 

6,155

 

6,219

Intangible assets subject to amortization, net

 

 

567

 

612

Operating lease right-of-use assets

 

 

577

 

585

Other assets, at cost, net of accumulated amortization

 

 

147

 

310

Total assets

 

$

11,437

 

12,571

Liabilities and Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

 

813

 

976

Accrued liabilities

 

 

804

 

1,133

Current portion of debt

 

 

730

 

828

Other current liabilities

 

 

109

 

162

Total current liabilities

 

 

2,456

 

3,099

Long-term debt

 

 

4,835

 

5,525

Deferred income tax liabilities

 

 

1,515

 

1,440

Preferred stock

 

 

1,270

 

1,266

Operating lease liabilities

 

 

539

 

518

Other liabilities

 

 

129

 

198

Total liabilities

 

 

10,744

 

12,046

Equity

 

 

590

 

412

Non-controlling interests in equity of subsidiaries

 

 

103

 

113

Total liabilities and equity

 

$

11,437

 

12,571

QURATE RETAIL, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS INFORMATION

(unaudited)

 

 

 

 

 

 

 

 

Three months ended

 

 

September 30,

 

 

2023

 

2022

Revenue:

 

 

 

 

 

Total revenue, net

 

$

2,479

 

 

2,744

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

Cost of goods sold (exclusive of depreciation shown separately below)

 

 

1,603

 

 

1,905

 

Operating expense

 

 

186

 

 

205

 

Selling, general and administrative, including stock-based compensation

 

 

415

 

 

464

 

Restructuring, penalties and fire related costs, net of (recoveries)

 

 

19

 

 

(134

)

Depreciation and amortization

 

 

105

 

 

107

 

Impairment of intangible assets

 

 

—

 

 

3,081

 

Gains on sale of intangible asset and sale leaseback transactions

 

 

—

 

 

(277

)

 

 

 

2,328

 

 

5,351

 

Operating income (loss)

 

 

151

 

 

(2,607

)

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Interest expense

 

 

(119

)

 

(107

)

Dividend and interest income

 

 

14

 

 

2

 

Realized and unrealized gains (losses) on financial instruments, net

 

 

(15

)

 

(8

)

Gain (loss) on extinguishment of debt

 

 

1

 

 

14

 

Tax sharing income (expense) with Liberty Broadband

 

 

(4

)

 

36

 

Other, net

 

 

5

 

 

21

 

 

 

 

(118

)

 

(42

)

Earnings (loss) before income taxes

 

 

33

 

 

(2,649

)

Income tax (expense) benefit

 

 

(21

)

 

(87

)

Net earnings (loss)

 

 

12

 

 

(2,736

)

Less net earnings (loss) attributable to noncontrolling interests

 

 

11

 

 

11

 

Net earnings (loss) attributable to Qurate Retail, Inc. shareholders

 

$

1

 

 

(2,747

)

QURATE RETAIL, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION

(unaudited)

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

September 30,

 

 

 

2023

 

2022

 

 

 

amounts in millions

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net earnings (loss)

 

$

164

 

 

(2,502

)

 

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

309

 

 

371

 

 

Impairment of intangible assets

 

 

—

 

 

3,081

 

 

Stock-based compensation

 

 

40

 

 

46

 

 

Realized and unrealized (gains) losses on financial instruments, net

 

 

95

 

 

(29

)

 

Gain on sale of intangible asset and sale leaseback transactions

 

 

(119

)

 

(520

)

 

Gain on insurance proceeds, net of fire related costs

 

 

(225

)

 

(139

)

 

Insurance proceeds received for operating expenses and business interruption losses

 

 

226

 

 

96

 

 

Loss on disposition of Zulily, net

 

 

64

 

 

—

 

 

(Gain) loss on extinguishment of debt

 

 

(45

)

 

(8

)

 

Deferred income tax expense (benefit)

 

 

62

 

 

45

 

 

Other, net

 

 

13

 

 

(59

)

 

Changes in operating assets and liabilities

 

 

 

 

 

 

Decrease (increase) in accounts receivable

 

 

378

 

 

483

 

 

Decrease (increase) in inventory

 

 

63

 

 

(163

)

 

Decrease (increase) in prepaid expenses and other assets

 

 

90

 

 

98

 

 

(Decrease) increase in trade accounts payable

 

 

(103

)

 

(418

)

 

(Decrease) increase in accrued and other liabilities

 

 

(410

)

 

(419

)

 

Net cash provided (used) by operating activities

 

 

602

 

 

(37

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Capital expenditures

 

 

(151

)

 

(171

)

 

Expenditures for television distribution rights

 

 

(111

)

 

(36

)

 

Cash proceeds from dispositions of investments

 

 

71

 

 

12

 

 

Cash paid for disposal of Zulily

 

 

(35

)

 

—

 

 

Proceeds from sale of fixed assets

 

 

202

 

 

701

 

 

Insurance proceeds received for fixed asset loss

 

 

54

 

 

184

 

 

Payments for settlements of financial instruments

 

 

(179

)

 

—

 

 

Proceeds from settlements of financial instruments

 

 

167

 

 

—

 

 

Other investing activities, net

 

 

—

 

 

14

 

 

Net cash provided (used) by investing activities

 

 

18

 

 

704

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Borrowings of debt

 

 

1,137

 

 

2,069

 

 

Repayments of debt

 

 

(1,893

)

 

(2,577

)

 

Dividends paid to noncontrolling interest

 

 

(35

)

 

(39

)

 

Dividends paid to common shareholders

 

 

(8

)

 

(11

)

 

Indemnification agreement settlement

 

 

26

 

 

—

 

 

Other financing activities, net

 

 

(3

)

 

(13

)

 

Net cash provided (used) by financing activities

 

 

(776

)

 

(571

)

 

Effect of foreign currency rates on cash, cash equivalents and restricted cash

 

 

(17

)

 

(59

)

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

(173

)

 

37

 

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

1,285

 

 

596

 

 

Cash, cash equivalents and restricted cash at end period

 

$

1,112

 

 

633

 

 

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20231102501251/en/

Qurate Retail, Inc. Shane Kleinstein, 720-875-5432