Versant Media Group Inc.

11/03/2026 | Press release | Distributed by Public on 11/03/2026 15:04

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

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 "Part I, Item 1. Business" in our Annual Report on Form 10-K for the year ended December 31, 2025. 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 "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as those discussed below and elsewhere in this report, particularly in "Special Note Regarding Forward Looking Statements" and "Part II, 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 $1.59 billion and $1.66 billion for the three months ended September 30, 2026 and 2025, respectively, and $4.92 billion and $5.08 billion for the nine months ended September 30, 2026 and 2025, respectively.
•Net income attributable to Versant of $47 million and $80 million for the three months ended September 30, 2026 and 2025, respectively, and $544 million and $749 million for the nine months ended September 30, 2026 and 2025, respectively.
•Adjusted EBITDA of $353 million and $445 million for the three months ended September 30, 2026 and 2025, respectively, and $1,681 million and $1,888 million for the nine months ended September 30, 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 $1,313 million and $1,546 million for the nine months ended September 30, 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 7). A portion of the proceeds from these borrowings were used to fund a cash payment to Comcast of $2.25 billion.
Acquisition
On August 3, 2026, we acquired Full Swing, a leading sports technology company with patented hardware and integrated software used by consumers, competitive athletes, coaches, and commercial venues, for approximately $536 million in cash, subject to customary purchase price adjustments. Total revenue from Full Swing for the three and nine months ended September 30, 2026 was $24 million.
Divestiture
During the second quarter of 2026, we completed the sale of our SportsEngine business, resulting in decreases in revenue and operating expenses for periods following the sale. Total revenue generated from SportsEngine through the end of the second quarter of 2026 was $48 million. Total revenue from SportsEngine for the three and nine months ended September 30, 2025 was $36 million and $102 million, respectively.
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 experience in the future, 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 September 30,
Change
Nine Months Ended September 30,
Change
2026 2025
%
2026 2025
%
(dollars in millions, except per share data)
Revenue $ 1,594 $ 1,663 (4.2) % $ 4,925 $ 5,078 (3.0) %
Costs and Expenses:
Costs of revenue (exclusive of depreciation and amortization) 879 873 0.7 % 2,167 2,227 (2.7) %
Selling, general and administrative 362 372 (2.7) % 1,082 1,034 4.6 %
Depreciation and amortization
243 255 (4.7) % 757 744 1.8 %
Total costs and expenses 1,483 1,499 (1.1) % 4,006 4,005 - %
Operating income
110 164 (32.6) % 919 1,073 (14.3) %
Interest expense (53) - NM (157) - NM
Investment and other income (loss), net 8 (39) NM 25 (40) NM
Income before income taxes 66 124 (47.0) % 787 1,033 (23.8) %
Income tax expense (19) (45) (57.9) % (243) (283) (14.4) %
Net income 47 79 (40.8) % 544 749 (27.4) %
Less: Net loss attributable to noncontrolling interests
- (1) (67.0) % - - (83.7) %
Net income attributable to Versant
$ 47 $ 80 (41.1) % $ 544 $ 749 (27.4) %
Basic earnings per common share attributable to Versant shareholders $ 0.34 $ 0.56 (39.3) % $ 3.86 $ 5.19 (25.6) %
Diluted earnings per common share attributable to Versant shareholders $ 0.34 $ 0.56 (39.3) % $ 3.85 $ 5.19 (25.8) %
Adjusted EBITDA(a)
$ 353 $ 445 (20.9) % $ 1,681 $ 1,888 (11.0) %
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 September 30, Change Nine Months Ended September 30, Change
2026 2025 % 2026 2025 %
(dollars in millions)
Revenue
Linear distribution
$ 935 $ 992 (5.8) % $ 2,894 $ 3,095 (6.5) %
Advertising 373 394 (5.3) % 1,164 1,207 (3.6) %
Platforms
245 224 9.6 % 662 622 6.4 %
Content licensing and other
41 54 (23.6) % 205 154 33.6 %
Total revenue
$ 1,594 $ 1,663 (4.2) % $ 4,925 $ 5,078 (3.0) %
Linear distribution revenue decreased for the three and nine months ended September 30, 2026 as compared to the corresponding prior year periods, primarily due to continued declines in subscribers, which were 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 for the three and nine months ended September 30, 2026 as compared to the corresponding prior year periods, as decreases at our networks, including the impact of the Ryder Cup in the prior year, were partially offset by incremental revenue from a recent acquisition. These results reflect improvements in recent trends including favorable ratings at our networks.
We may experience declines in advertising revenues in future periods as a result of the trends discussed in "Key Factors Affecting Our Business."
Platforms revenue increased for the three and nine months ended September 30, 2026 as compared to the corresponding prior year periods, primarily due to increased revenue at Fandango, as well as $23 million of revenue related to Full Swing, which was acquired in August 2026. The increased revenue at Fandango primarily related to movie ticket purchases through our platform, which reflect underlying box office performance, as well as incremental revenue from our new cinema operating platform. The platforms revenue increase for the nine months ended September 30, 2026 was also attributable to GolfNow, reflecting higher transactional volumes related to services provided to golf courses, including tee time reservations and on-site payment facilitation services.
The increases for the three and nine months ended September 30, 2026 were partially offset by the impact of our divestiture of SportsEngine during the second quarter of 2026. Platforms revenue generated from SportsEngine prior to its sale totaled $46 million for the nine months ended September 30, 2026, and was $35 million and $97 million, respectively, for the three and nine months ended September 30, 2025.
Content licensing and other revenue decreased for the three months ended September 30, 2026 and increased for the nine months ended September 30, 2026, as compared to the corresponding prior year periods, reflecting the timing of content licensing agreements. The year-to-date period includes the impact of a large licensing agreement recognized during the first quarter of 2026.
Costs and Expenses
Costs of Revenue
Three Months Ended September 30, Change Nine Months Ended September 30, Change
2026 2025 % 2026 2025 %
(dollars in millions)
Cost of revenue
Programming and production
$ 736 $ 744 (1.0) % $ 1,777 $ 1,864 (4.6) %
Other
142 129 10.4 % 389 363 7.2 %
Total costs of revenue
$ 879 $ 873 0.7 % $ 2,167 $ 2,227 (2.7) %
Programming and production costs decreased for the three and nine months ended September 30, 2026, as compared to the corresponding prior year periods, 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. These declines were partially offset by increased costs related to new sports rights agreements. In addition, the decrease in costs for the nine months ended September 30, 2026 was offset in part by costs related to a large content licensing agreement recognized during the first quarter of 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 and nine months ended September 30, 2026, as compared to the corresponding prior year periods, primarily due to higher transactional volumes related to our digital platforms and costs related to Full Swing, partially offset by decreased costs as a result of our divestiture of SportsEngine during the second quarter of 2026.
Selling, General and Administrative Expense
Selling, general and administrative expense decreased for the three months ended September 30, 2026 and increased for the nine months ended September 30, 2026, as compared to the corresponding prior year periods. The decrease in the third quarter of 2026 was primarily driven by transaction and transaction-related expenses of $27 million recorded during the three months ended September 30, 2025 and the impact of the SportsEngine divestiture in the second quarter of 2026. These decreases were partially offset by incremental costs of operating as an independent public company, costs associated with our commercial agreements with NBCUniversal following the Separation primarily related to the sale of advertising, and incremental costs from newly acquired businesses. Costs of operating as an independent public company include standalone corporate administrative, facilities and support functions following the Separation.
For the nine months ended September 30, 2026, selling, general and administrative expense increased as compared to the corresponding prior-year period primarily driven by incremental costs of operating as an independent public company and costs associated with our commercial agreements with NBCUniversal, as noted above, as well as incremental costs from newly acquired businesses. These increases were partially offset by transaction and transaction-related costs of $71 million, recorded during the nine months ended September 30, 2025, and the impact of the SportsEngine divestiture.
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 decreased for the three months ended September 30, 2026 and increased for the nine months ended September 30, 2026, as compared to the corresponding prior year periods. The decrease for the three months ended September 30, 2026 is primarily due to lower amortization expense related to the acceleration of amortization on the MSNBC tradename due to the rebranding of the network in the prior year and certain intangible assets that did not transfer to Versant following the Separation, partially offset by depreciation on facilities and related assets, which were transferred to Versant in connection with the Separation and the impact of new acquisitions.
Depreciation and amortization expense for the nine months ended September 30, 2026 increased primarily due to the pre-tax loss of $39 million recognized in connection with the divestiture of SportsEngine in the second quarter of 2026, as well as increases previously discussed related to depreciation on new facilities and related assets transferred at Separation, partially offset by lower amortization expense.
Interest Expense
Interest expense for the three and nine months ended September 30, 2026 was primarily attributable to interest on our Senior Notes and Term Loans, which were issued in connection with the Separation. See Note 7 to our condensed consolidated and combined financial statements for additional information on our debt obligations.
Investment and Other Income (Loss), Net
Investment and other income (loss), net, for the three and nine months ended September 30, 2026 was primarily comprised of interest income on cash and cash equivalents. Investment and other income (loss), net, for the three and nine months ended September 30, 2025 was primarily attributable to the $40 million impairment loss related to nonmarketable equity securities (see Note 5).
Income Tax Expense
Our effective income tax rate was 28.8% and 36.2% for the three months ended September 30, 2026 and 2025, respectively, and 30.8% and 27.4% for the nine months ended September 30, 2026 and 2025, respectively. The increase in the effective tax rate for the nine months ended September 30, 2026 is largely due to $31 million of income tax expense associated with the SportsEngine divestiture, primarily resulting from the differences in the book and tax basis for goodwill (see Note 11). In the third quarter of 2025, we recorded a valuation allowance for $10 million of deferred tax assets resulting from the nonmarketable equity security impairment.
Non-GAAP Financial Measures
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure and is a key measure used to assess 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 make adjustments to Adjusted EBITDA for 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 September 30, Nine Months Ended September 30,
2026 2025 2026 2025
(in millions)
Net income attributable to Versant
$ 47 $ 80 $ 544 $ 749
Net loss attributable to noncontrolling interests
- (1) - -
Income tax expense 19 45 243 283
Investment and other (income) loss, net (8) 39 (25) 40
Interest expense 53 - 157 -
Depreciation and amortization
243 255 757 744
Adjustments(a)
- 27 5 71
Adjusted EBITDA
$ 353 $ 445 $ 1,681 $ 1,888
__________________
(a) Amounts represent the impact of certain events, gains, losses or other charges that are adjusted in our definition of Adjusted EBITDA. For the periods presented, Adjusted EBITDA excludes transaction and transaction-related costs associated with the Separation, and includes fair value adjustments associated with a legacy deferred compensation plan assumed in 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. The legacy deferred compensation program is frozen and has been funded with investments held in a trust. As such, we include the investment gains and losses, presented in investment and other income (loss), net in Adjusted EBITDA to offset gains and losses on the deferred compensation plan liability included in selling general and administrative expenses.
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
(in millions) (in millions)
Transaction costs $ - $ 5 $ 2 $ 32
Transaction-related costs - 22 3 39
Investment gains related to deferred compensation plan - - - -
Total $ - $ 27 $ 5 $ 71
Liquidity and Capital Resources
September 30, December 31,
2026 2025
(in millions)
Cash and cash equivalents $ 1,051 $ 55
Restricted cash $ - $ 1,034
Total long-term debt $ 2,927 $ 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 at the time of the Separation. In addition, we entered into a $750 million Revolving Credit Facility in connection with the Separation, which remains undrawn. As of September 30, 2026, we had variable-to-fixed interest rate swaps totaling $975 million, which effectively converted a portion of our variable-rate borrowings to fixed rates. As a result, as of September 30, 2026, approximately 66% 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 34% remained variable.
Our Term Loan A Facility and the Revolving Credit Facility contain a financial covenant that requires 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 September 30, 2026, we were in compliance with the financial covenants related to our debt obligations. See Note 7 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, such as our acquisition of Full Swing in August 2026. 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.
Cash Flow Information
Nine Months Ended September 30,
2026 2025
(in millions)
Net cash provided by operating activities
$ 1,313 $ 1,546
Net cash used in investing activities
$ (709) $ (86)
Net cash used in financing activities
$ (645) $ (1,413)
Cash Provided by Operating Activities
Net cash provided by operating activities decreased for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to a net unfavorable change in net income after noncash adjustments, as well as a decrease related to operating assets and liabilities. The decrease related to operating assets and liabilities was primarily due to increases in accounts receivable, due to lower collections in the current year primarily as a result of Comcast retaining advertising sales receivables following the Separation. This decrease was partially offset by increases in other operating assets and liabilities and accounts payable, resulting from timing of compensation and benefits related payments and other 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.
As described above, prior to the Separation, we participated in Comcast's centralized cash management process, and as a result, our results for the nine months ended September 30, 2026 are not comparable to the amounts and timing of operating receipts and payments for the nine months ended September 30, 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 nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to cash spent for business acquisitions and investments during the nine months ended September 30, 2026, including purchases of investments related to a legacy deferred compensation plan. These increases were partially offset by proceeds from the sale of our SportsEngine business, as well as the return of capital from our investment in nonmarketable equity securities and lower capital expenditures compared to the prior-year period.
Cash Used in Financing Activities
Net cash used in financing activities during the nine months ended September 30, 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, share repurchases of $300 million, dividends of $106 million, and scheduled principal payments relating to Term Loans of $30 million. These cash outflows were 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 $1.40 billion 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.
During the nine months ended September 30, 2026, we repurchased 7.6 million of our Class A common shares for approximately $300 million under our $1.0 billion share repurchase program authorized by our Board of Directors on March 3, 2026 ("2026 Share Repurchase Program"), through a combination of open market repurchases and a $100 million ASR program with financial institutions during each of the second and third quarters of 2026. As of September 30, 2026, the remaining repurchase availability under our share repurchase program was $700 million. In November 2026, we announced that we expect to enter into a $100 million ASR agreement commencing on
November 4, 2026 to repurchase $100 million of Class A common stock under our 2026 Share Repurchase Program. We anticipate completing the transaction during the fourth quarter of 2026.
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.
During the nine months ended September 30, 2026, we paid dividends of $106 million. Our third quarter dividend of $0.375 per share was paid on October 22, 2026. Our fourth quarter dividend of $0.375 per share was declared by our Board of Directors on November 3, 2026, and is payable on January 25, 2027 to shareholders of record as of the close of business on January 4, 2027.
Contractual Obligations
In May 2026, we entered into an amended lease agreement for corporate offices in New York City, New York. See Note 8 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.
We believe our judgments and related estimates associated with the valuation and impairment testing of goodwill are critical in the preparation of our condensed consolidated financial statements. We performed our annual impairment testing of goodwill as of July 1, 2026 using a quantitative assessment for the reporting unit comprised primarily of our television networks ("networks reporting unit"), which includes $6.68 billion of goodwill, and qualitative assessments for our other reporting units and concluded there was no impairment. When performing the quantitative assessment for our networks reporting unit, we estimated the fair value of the reporting unit primarily based on a discounted cash flow analysis using Level 3 inputs that involved significant judgment, including market participant estimates of future cash flows expected to be generated by the business and the selection of discount rates. When performing this analysis, we also considered multiples of earnings from comparable public companies and recent market transactions to corroborate the reasonableness of the discounted cash flow analysis. In connection with this assessment, we concluded that the estimated fair value of our television networks reporting unit exceeded its carrying value by approximately 11%.
Continued declines in cash flows for our networks reporting unit are expected to result in reduced fair values in future periods. In addition, changes in market conditions, laws and regulations and key assumptions made in future quantitative assessments, such as expected cash flows, competitive factors, discount rates and value indications from market transactions, including the market price of our Class A common stock, could negatively impact our estimates of fair value. Macroeconomic conditions have recently resulted in increased interest rates in the United States, which may negatively impact our assumed discount rate. A hypothetical 100 basis point increase in the discount rate used in our discounted cash flow analysis, while holding all other assumptions constant, would result in a reduction in fair value of approximately $660 million as of July 1, 2026, which would significantly reduce the excess of fair value over the carrying value for the networks reporting unit. Further declines in fair value could negatively impact the
results of future impairment testing and could result in the recognition of an impairment charge to the extent the fair value is below the carrying value of the assets assigned to the reporting unit.
There have been no other material updates 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.
Versant Media Group Inc. published this content on November 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 03, 2026 at 21:07 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]