Versant Media Group, Inc. (VSNT)

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Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-05-14 (period ending 2026-03-31).

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our interim condensed consolidated and combined financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. For more information about our company’s operations, see “Item 1. Business” in our Annual Report on Form 10-K. The following discussion and analysis includes forward-looking statements. These forward-looking statements are based on our current expectations and are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in our Annual Report on Form 10-K, as well as those discussed below and elsewhere in this report, particularly in “Special Note About Forward Looking Statements” and “Item 1A. Risk Factors.”

Overview

We are a media and entertainment business that operates in four core markets: political news and opinion, business news and personal finance, golf, and sports and genre entertainment. We serve these markets primarily through a strong portfolio of brands comprised of renowned networks and complementary digital platforms.

The following is a summary of our financial performance:

•Revenue of $1.69 billion and $1.71 billion for the three months ended March 31, 2026 and 2025, respectively.

•Net income attributable to Versant of $286 million and $367 million for the three months ended March 31, 2026 and 2025, respectively.

•Adjusted EBITDA of $704 million and $757 million for three months ended March 31, 2026 and 2025, respectively. Adjusted EBITDA is a financial measure not defined by GAAP. See “Non-GAAP Financial Measures” below for additional information, including our definition and use of Adjusted EBITDA and for a reconciliation from net income attributable to Versant to Adjusted EBITDA.

•Cash flows from operations of $585 million and $478 million for three months ended March 31, 2026 and 2025, respectively.

Recent Events and Factors Affecting Results of Operations and Comparability

Separation and Transition to Standalone Company

Versant became a standalone public company following the Separation from Comcast on January 2, 2026. We have incurred and will continue to incur incremental costs related to operating as a public company, including external reporting, internal audit, treasury, investor relations, board of directors, and stock administration, and expanding the services of existing functions such as information technology, finance, supply chain, human resources, legal, tax, facilities and insurance. These costs are higher than operating costs in our combined financial statements for periods prior to the Separation, which were generally allocated on a pro rata basis using an applicable measure of revenue. Accordingly, the combined financial statements for periods prior to the Separation do not reflect our results of operations, financial position, and cash flows had we been a separate, standalone company during those historical periods. See Note 1 to our consolidated and combined financial statements for additional information on the basis of presentation of the financial statements included in this report.

In connection with the Separation, we incurred approximately $3.0 billion of debt, including our Senior Notes and Term Loans (see Note 5). A portion of the proceeds from these borrowings were used to fund a cash payment to Comcast of $2.25 billion.

Key Factors Affecting Our Business

We believe the key business and marketplace factors that are impacting our business include the following:

•Consumer Demand for Cable Television. The amount of revenue we earn from multichannel video programming distributors (“MVPDs”) for the distribution of our networks has declined in recent years, primarily reflecting ongoing declines in MVPD subscriber levels due to evolving consumer preferences for consuming video content, and is expected to continue to decline in the future. As a result of these trends, we expect that our future success will depend on, among other things, our ability to compete with alternative content distribution platforms, our success in reaching new audiences by extending our content offerings through new distribution outlets, and our continued ability to distribute our networks on MVPDs on favorable terms.

•Advertising. We derive significant revenue from selling advertising on our networks, and have experienced in recent years, and expect to continue to experience, declines in advertising revenue caused by changes in advertiser priorities primarily due to increased competition for the leisure time of viewers and increased audience fragmentation primarily from greater use of streaming and digital platforms (all of which we expect will continue in the foreseeable future), as well as by cyclical factors, such as election cycles and the timing of sporting events and macroeconomic conditions. In addition, lower audience ratings and reduced viewership, which our networks have experienced, and likely will continue to experience, affect pricing and the willingness of advertisers to purchase advertising.

•Growth of Digital Platforms. Our digital platforms generate revenue from selling advertising, providing services directly to consumers and selling cloud-based technology and related services. The growth of digital platforms continues to be shaped by evolving consumer behavior and broader macroeconomic conditions, including changes in consumer spending patterns, concerns about data privacy and evolving preferences for digital engagement through websites and mobile applications. Our revenue from our digital platforms has grown in recent years, and we expect that it will continue to grow as we invest in this growing portion of our business.

•Competition for Programming. The market for programming has been, and we expect will continue to be, very competitive. In recent years, sports programming in particular has become significantly more competitive and expensive. We expect to continue to devote significant resources to acquire sports programming in the future, and our ability to continue to provide compelling content will be vital to our success.

•Impact of Macroeconomic Conditions. A substantial portion of our revenue is impacted by consumer spending patterns, which are affected by prevailing economic conditions. Downturns in global economic conditions have in the past, and may in the future, negatively affect the spending patterns of consumers and, as a result, our current and potential customers, advertisers, vendors and others with whom we do business.

•Brand Value and Reputation. Our brand image, awareness and reputation strengthen our relationship with our audiences and can be important drivers of consumer and advertiser engagement. We are establishing the Versant brand as a standalone public company and elevated public scrutiny, geopolitical tensions and rapid consumer reaction have heightened reputational concerns.

We evaluate these and other factors as we develop and execute our strategies.

Operating Results

	Three months ended March 31,				Change
	2026		2025		%
	(in millions)
Revenue	$	1,687	$	1,706	(1.1)	%
Costs and Expenses:
Costs of revenue (exclusive of depreciation and amortization)	638		654		(2.6)
Selling, general and administrative	351		307		14.3
Depreciation and amortization	256		245		4.5
Total costs and expenses	1,245		1,207		3.2
Operating income	442		499		(11.4)
Interest expense	(52)		—		NM
Investment and other income, net	8		—		NM
Income before income taxes	398		499		(20.3)
Income tax expense	(112)		(132)		(15.1)
Net income	286		367		(22.2)
Less: Net income attributable to noncontrolling interests	—		—		—
Net income attributable to Versant	$	286	$	367	(22.1)	%
Basic earnings per common share attributable to Versant shareholders	$	1.99	$	2.55	(22.0)	%
Diluted earnings per common share attributable to Versant shareholders	$	1.99	$	2.55	(22.0)	%
Adjusted EBITDA(a)	$	704	$	757	(7.0)	%

Percentage changes that are considered not meaningful are denoted with NM.

(a) Adjusted EBITDA is a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net income attributable to Versant to Adjusted EBITDA.

Revenue

	Three months ended March 31,				Change
	2026		2025		%
	(in millions)
Revenue
Linear distribution	$	1,006	$	1,085	(7.3)	%
Advertising	368		388		(5.2)
Platforms	192		176		9.5
Content licensing and other	121		57		113.5
Total revenue	$	1,687	$	1,706	(1.1)	%

Linear distribution revenue decreased in three months ended March 31, 2026 primarily due to continued declines in subscribers, partially offset by contractual rate increases. We expect to experience continued declines in the number of subscribers and linear distribution revenue, as further discussed in “Key Factors Affecting Our Business.”

Advertising revenue decreased in three months ended March 31, 2026 as compared to the corresponding prior year period, primarily due to decreases at our networks as a result of ratings declines, partially offset by incremental revenue from a new acquisition. Ratings for the three months ended March 31, 2026 continued to be negatively impacted by trends in linear advertising.

We expect to experience continued ratings declines at our networks and continued shifts toward digital advertising in future periods, and these trends are further discussed in “Key Factors Affecting Our Business.”

Platforms revenue increased for the three months ended March 31, 2026, primarily due to increased revenue related to movie ticket purchases through our platform resulting from underlying box office performance, video-on-demand transactions, and incremental revenue from a new acquisition. The increase was also due to higher transactional volumes related to services provided to golf courses, including on-site payment facilitation services.

Content licensing and other revenue increased for the three months ended March 31, 2026, primarily due to timing of content licensing agreements, which includes the impact of a large licensing agreement recognized in the current period.

Costs and Expenses

Costs of Revenue

	Three months ended March 31,				Change
	2026		2025		%
	(in millions)
Costs of Revenue
Programming and production	$	519	$	547	(5.2)	%
Other	119		108		10.5
Total costs of revenue	$	638	$	654	(2.6)	%

Programming and production costs decreased for the three months ended March 31, 2026, primarily due to allocated costs from Comcast in the prior year period, which were higher than our actual costs incurred following the Separation, as well as reductions in costs for licensed and owned entertainment programming, partially offset by costs related to a large content licensing agreement recognized during the three months ended March 31, 2026.

Programming and production costs are our most significant costs of revenue and are further discussed in “Key Factors Affecting Our Business” above.

Other costs of revenue increased for the three months ended March 31, 2026, primarily due to higher transactional volumes related to our digital platforms, and increased costs from a new acquisition.

Selling, General and Administrative Expense

Selling, general and administrative expense increased for the three months ended March 31, 2026, primarily driven by incremental costs related to operating as an independent public company with standalone corporate administrative, facilities and support functions following the Separation, as well as costs associated with our commercial agreements with NBCUniversal following the Separation, primarily relating to the sale of advertising. Prior to the Separation, our combined financial statements reflected direct costs, and allocations of indirect costs for administrative functions and services performed on our behalf by centralized functions within Comcast and allocations of costs for the use of shared assets, allocated on a pro rata basis using an applicable measure based on revenue applied to the relevant pool of costs. As such, our historical costs were not representative of our operating costs as a standalone company following the Separation.

Depreciation and Amortization Expense

Depreciation and amortization expense increased for the three months ended March 31, 2026, primarily due to an adjustment related to assets held-for-sale, the impact of new acquisitions, and incremental depreciation expense on facilities and related assets, which were transferred to Versant in connection with the Separation. These increases were partially offset by amortization expense in the prior year period related to certain intangible assets that did not transfer to Versant following the Separation.

Interest Expense

Interest expense for the three months ended March 31, 2026 was primarily attributable to interest on our Senior Notes and Term Loans, which were issued in connection with the Separation. See Note 5 to our condensed consolidated and combined financial statements for additional information on our debt obligations.

Investment and Other Income, Net

Investment and other income, net, for the three months ended March 31, 2026 was primarily comprised of interest income on cash and cash equivalents.

Income Tax Expense

Our effective income tax rate was 28.1% and 26.4% for the three months ended March 31, 2026 and 2025, respectively. The decrease in income tax expense for the three months ended March 31, 2026 was primarily due to lower income before income taxes. The effective income tax rate for the three months ended March 31, 2026 was impacted by the adjustment related to assets held-for-sale, which had no corresponding income tax benefit. We expect an increased effective tax rate in the second quarter of 2026 due to a noncash income tax charge resulting from the completion of the sale.

Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure and is the primary basis used to measure the operational strength and performance of our business as well as to assist in the evaluation of underlying trends in our business. This measure eliminates the significant level of noncash depreciation and amortization expense that results from property and equipment and intangible assets recognized in business combinations. It is also unaffected by our capital and tax structures, and by our investment activities, including the impacts of entities that we do not consolidate, as our management excludes these results when evaluating our operating performance. Our management and Board of Directors use this financial measure to evaluate our operating performance and to allocate resources. It is also a significant performance measure in our annual incentive compensation programs. Additionally, we believe that Adjusted EBITDA is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directly comparable to similar measures used by other companies.

We define Adjusted EBITDA as net income attributable to Versant before net income (loss) attributable to noncontrolling interests, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time, we may exclude from Adjusted EBITDA the impact of certain other events, gains, losses or other charges that affect the period-to-period comparability of our operating performance.

We reconcile Adjusted EBITDA to net income attributable to Versant. This measure should not be considered a substitute for operating income (loss), net income (loss), net income (loss) attributable to Versant, or net cash provided by operating activities that we have reported in accordance with GAAP.

Reconciliation from Net Income Attributable to Versant to Adjusted EBITDA

	Three months ended March 31,
	2026		2025
	(in millions)
Net income attributable to Versant	$	286	$	367
Net income attributable to noncontrolling interests	—		—
Income tax expense	112		132
Investment and other income, net	(8)		—
Interest expense	52		—
Depreciation and amortization	256		245
Adjustments(a)	5		12
Adjusted EBITDA	$	704	$	757

__________________

(a) Amounts represent the impact of certain events, gains, losses or other charges that are excluded from Adjusted EBITDA. For the periods presented, Adjusted EBITDA excludes transaction and transaction-related costs associated with the Separation. Transaction costs are incremental costs directly related to effectuating the Separation and primarily include legal, audit and advisory fees. Transaction-related costs are incremental costs incurred in anticipation of the Separation and primarily include IT separation and implementation costs, advisory fees and other one-time costs.

	Three months ended March 31,
	2026		2025
	(in millions)
Transaction costs	$	2	$	11
Transaction-related costs	3		1
Total transaction and transaction-related costs	$	5	$	12

Liquidity and Capital Resources

	March 31,		December 31,
	2026		2025
	(in millions)
Cash and cash equivalents	$	1,193	$	55
Restricted cash	$	—	$	1,034
Total long-term debt	$	2,952	$	983

We generate significant cash flows from operating activities. Prior to the Separation, we operated within Comcast’s cash management structure, which used a centralized approach to cash management and financing of our operations. This arrangement is not reflective of the manner in which we would have financed our operations had we been an independent, publicly traded company prior to the Separation.

In connection with the Separation, we issued $3.0 billion of total debt, including the Senior Notes issued in October 2025 and borrowings under the Term Loans drawn upon the Separation. In addition, we entered into a $750 million Revolving Credit Facility in connection with the Separation, which remains undrawn. During the three months ended March 31, 2026, we entered into variable-to-fixed interest rate swaps totaling $1.0 billion, which effectively convert a portion of our variable-rate borrowings to fixed rates. As a result, as of March 31, 2026, approximately 67% of the aggregate principal amount of our total debt portfolio consisted of fixed-rate indebtedness, including the effect of interest rate swap agreements designated as hedges and approximately 33% remained variable.

Our Term Loan A Facility and the Revolving Credit Facility contain a financial covenant that require us to maintain a maximum consolidated first lien net leverage ratio, as defined in the credit agreement governing the Term Loan A Facility and the Revolving Credit Facility, of not greater than 3.50:1.00, beginning with our third quarter of 2026. As of March 31, 2026, no events of default occurred in connection with our debt obligations. See Note 5 to the condensed consolidated and combined financial statements for additional information relating to our debt obligations.

At the time of the Separation, a portion of the proceeds from our borrowings, including the restricted cash on our balance sheet as of December 31, 2025, was used to fund a cash payment to Comcast of $2.25 billion as consideration for assets that were contributed to us in connection with the Separation. We also received a separate $70 million payment from NBCUniversal in connection with the Separation. Certain net working capital amounts, including outstanding advertising sales receivables, were retained by Comcast following the Separation, which negatively impacted net cash provided by operating activities in 2026.

We believe that our available cash and cash flows from our operating activities, along with our borrowing capacity and access to capital markets, taken as a whole, will provide adequate liquidity to meet our current and long-term obligations when due, including our third-party debt, and to fund capital expenditures, while also providing flexibility to fund investment opportunities that may arise. However, there can be no assurances that we will be able to obtain debt or equity financing on acceptable terms in the future.

We expect to utilize our cash flows to continue to invest across our business, whether through organic or inorganic growth strategies, as well as to repay our indebtedness over time and return value to our shareholders through dividends and repurchases of our common stock.

See Note 5 to the combined financial statements for additional information relating to our debt obligations.

Cash Flow Information

	Three months ended March 31,
	2026		2025
	(in millions)
Cash provided by operating activities	$	585	$	478
Cash used in investing activities	$	(172)	$	(23)
Cash used in financing activities	$	(309)	$	(458)

Cash Provided by Operating Activities

Net cash provided by operating activities increased for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to a net favorable change in operating assets and liabilities, which was partially offset by decreases in net income and due to deferred income taxes. The change in operating assets and liabilities was primarily due to increases in accounts payable and other operating assets and liabilities resulting from liabilities incurred as a standalone entity, including income taxes payable, compared to periods prior to the Separation, during which we were allocated costs and participated in Comcast’s centralized cash management processes. These increases were partially offset by an increase in accounts receivable due to lower collections in the current year primarily as a result of Comcast retaining advertising sales receivables following the Separation.

As described above, prior to the Separation, we have historically participated in Comcast’s centralized cash management process, and as a result, our results as a standalone company during the three months ended March 31, 2026 are not comparable to the amounts and timing of operating receipts and payments for the three months ended March 31, 2025. In addition, operating assets and liabilities in our combined statements of cash flows generally fluctuate based on the timing of amortization and related payments for our content costs and the timing of collections of receivables.

Cash Used in Investing Activities

Net cash used in investing activities increased during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to cash spent for business acquisitions and investments during the three months ended March 31, 2026. In addition, capital expenditures increased for the three months ended March 31, 2026, due to increased spending required to operate as a standalone company.

Cash Used in Financing Activities

Net cash used in financing activities during three months ended March 31, 2026 primarily included a $2.25 billion cash payment to Comcast as consideration for assets that were contributed to us in connection with the Separation and our share repurchases, partially offset by net proceeds from the Term Loans of $1.97 billion and a $70 million payment we received from NBCUniversal at the time of the Separation. Net transfers to Comcast of $454 million in the prior year period primarily resulted from cash generated from operating activities and swept to Comcast, partially offset by increased capital expenditures funded through Comcast’s centralized cash management program.

We repurchased 2,694,125 of our Class A common shares for $100 million during the three months ended March 31, 2026 under our new $1.0 billion share repurchase program authorized by our Board of Directors on March 3, 2026 (“2026 Share Repurchase Program”). As of March 31, 2026, the remaining repurchase availability under our share repurchase program was $900 million. Under the 2026 Share Repurchase Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades, privately negotiated transactions, accelerated share repurchase programs and/or Rule 10b5-1 or other non-discretionary trading plans. The timing, manner, price, and amount of any common share repurchases under the 2026 Share Repurchase Program are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price, and economic and market conditions. The 2026 Share Repurchase Program does not obligate the Company to acquire any specific number of common shares, and the program may be suspended, extended, modified or discontinued at any time.

In May 2026, we announced that we expect to enter into a $100 million accelerated share repurchase agreement commencing on May 15, 2026, to repurchase $100 million of Class A common shares under our 2026 Share Repurchase Program. We anticipate completing the transaction during the second quarter of 2026.

On March 3, 2026, our Board of Directors declared our first quarter dividend of $0.375 per share, which was paid on April 22, 2026. On May 14, 2026, our Board of Directors declared our second quarter dividend of $0.375 per share, payable on July 22, 2026 to shareholders of record as of the close of business on July 1, 2026.

Contractual Obligations

In May 2026, we entered into a new lease agreement for our corporate headquarters office location in New York City, New York. See Note 11 for additional information.

See the disclosure under the “Contractual Obligations” caption within the “Liquidity and Capital Resources” section of our Annual Report on Form 10-K for the year ended December 31, 2025 for information on our other material cash obligations.

Critical Accounting Estimates

The preparation of our condensed consolidated and combined financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting estimates as compared to those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Adopted and Recently Issued Accounting Pronouncements

See Note 1 to the condensed consolidated and combined financial statements for recently issued and recently adopted accounting standards.

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holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Recent SEC filings

2026-05-14 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
2026-05-14 10-Q Quarterly Report
2026-03-03 10-K Annual Report
2026-03-03 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
2026-01-05 8-K Material Agreement Entered; Completion of Acquisition/Disposition; Material Financial Obligation; Control Change; Officer/Director Change; Bylaws/Articles Amended; Other Events; Financial Statements and Exhibits

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