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David Zaslav

Olivia Michael | CNBC

A few months ago, after a lengthy and sobering review of Warner Bros. Discovery‘s business, Chief Executive David Zaslav gave his division heads a cutthroat mission.

Pretend your units are family businesses, Zaslav said. Start from scratch and prioritize free cash flow, he added, according to people familiar with the matter. Then, Zaslav said, come back to me with a new strategic plan for your unit.

Zaslav’s directive has led to what will amount to thousands of layoffs at the company by the middle of this month, said the people, along with substantial strategic changes at CNN, the Warner Bros. film studio and other divisions.

The CEO formed his plan after he took a hard look at the finances of the combined WarnerMedia-Discovery, a deal that closed in April. Zaslav determined the company was a mess. AT&T mismanaged WarnerMedia through neglect and profligate spending, he’d decided, according to people familiar with his discussions. The people asked not to be identified because the talks were private.

Warner Bros. Discovery’s total debt of about $50 billion was tens of billions more than the company’s market capitalization. About $5 billion of that debt is due by the end of 2024 after paying off $6 billion since the close of the merger. The company could push back the maturity on some bonds if necessary, but interest rates have risen dramatically, making refinancing much costlier.

To pay down debt, any company needs cash — ideally, from operations. But the near-term trends suggested Warner Bros. Discovery’s business was getting worse, not better. The company announced free cash flow for the third quarter was negative $192 million, compared to $705 million a year earlier. Cash from operating activities was $1.5 billion for the first nine months of 2022, down from $1.9 billion a year earlier.

Along with the rise in rates, Netflix‘s global revenue and subscriber growth had slowed, prompting investors to bail on peer stocks — including Warner Bros. Discovery, which had spent the past three years developing streaming services HBO Max and Discovery+. Moreover, the advertising market was collapsing as corporate valuations flagged. Zaslav said last month the ad market has been weaker than at any point during the 2020 pandemic.

Warner Bros. Discovery shares have fallen more than 50% since WarnerMedia and Discovery closed the deal in April. Its market value stands at about $26 billion.

In addition to job cuts, Zaslav’s directive spurred the elimination of content across the company, including scrapping CNN original documentaries, Warner Bros. killing off “Batgirl” and “Scoob 2: Holiday Haunt,” and HBO Max eliminating dozens of little-watched TV series and movies, including about 200 old episodes of “Sesame Street.”

The immediate decisions allowed Zaslav to take advantage of tax efficiencies that come with changes in strategy after a merger. Warner Bros. Discovery expects to take up to $2.5 billion in content impairment and development write-offs by 2024. The company, which has about 40,000 employees, has booked $2 billion in synergies for 2023. Overall, Zaslav has promised $3.5 billion in cost cuts to investors — up from an initial promise of $3 billion.

The underlying rationale behind Zaslav’s cost-cutting strategy centered on turning Warner Bros. Discovery into a cash flow generator. Not only would cash be needed to pay off debt, but Zaslav’s pitch to investors would be to view his company as a shining light in the changing entertainment world — a legacy media company that actually makes real money.

“You should be measuring us in free cash flow and EBITDA [earnings before interest, taxes, depreciation and amortization],” Zaslav said an investor conference run by RBC Capital Markets last month. “We’re driving for free cash flow.”

Zaslav is trying to give Warner Bros. Discovery a head start on what may be a year of downsizing among large media and entertainment companies. His strategy appears clear: Cash generation will coax Wall Street into seeing his company as an industry outperformer. But he’ll need to keep together a company made up of tens of thousands of ex-Time Warner and then ex-WarnerMedia employees who have been through round after round of reorganizations and layoffs.

“It isn’t going to be overnight, and there’s going to be a lot of grumbling because you don’t generate $3.5 billion of operating synergies without, you know, breaking a few eggs today,” Warner Bros. Discovery board member and media mogul John Malone told CNBC in an interview last month.

Cash rules everything

Malone has co-strategized and cheered Zaslav’s effort to focus the company on maximizing free cash flow, which is defined as net income plus depreciation and amortization minus capital expenditures.

“Whenever I talk to David, the first thing I say is manage your cash,” Malone said last month. “Cash generation will ultimately be the metric that David’s success or failure will be judged on.”

Even before Zaslav gave his directive to all of the division heads, the new CEO was already thinking about how to boost cash flow. That was at least part of the motivation to eliminate CNN+ just weeks after it launched, which had a spending budget of about $165 million in 2022 and an eventual $350 million, according to people familiar with the matter.

Warner Bros. Discovery owns streaming services, linear cable networks, a movie studio, a TV production studio and digital properties. It owns DC Comics, HBO, CNN, Bleacher Report, and oodles of reality TV programming. It has sports rights both internationally and domestically, including the NBA on TNT.

Zaslav hopes his reconstruction of Warner Bros. Discovery will deliver two results. First, it will showcase the company as a fully diversified content machine, featuring top brands and intellectual property in prestige TV (HBO), movies (Warner Bros.), reality TV (Discovery), kids and superheroes (Looney Tunes, DC), news (CNN) and sports (NBA, NCAA March Madness).

Liberty Media’s John Malone

Michael Kovac | Getty Images

Second, he wants it to prove that a modern media company that’s spending billions on streaming video can also generate billions in cash flow. The company has estimated 2023 EBITDA will be $12 billion. Warner Bros. Discovery will generate more than $3 billion in free cash flow this year, about $4 billion next year and close to $6 billion in free cash flow in 2024, according to company forecasts.

That would give Zaslav a selling point to investors compared to other legacy media companies. Disney has generated just $1 billion of free cash flow over the past 12 months and analysts estimate the company will have about $2 billion in 2023. That’s despite growing Disney+, its flagship streaming service, by 46 million subscribers during the period and owning a theme park business that generated $28.7 billion in revenue for the fiscal year — up 73% from a year earlier.

The low free cash flow relates largely to the money drain from streaming services and Disney’s large investments in theme parks. Over the past 12 months, Disney had $4.2 billion in operating income from its media properties, down 42% from a year ago. Returning Disney CEO Bob Iger said in a town hall last month he will prioritize profitability over streaming growth — a change from when he left the post in 2020. Outgoing boss Bob Chapek put into place a Dec. 8 price hike for Disney+ and other streaming services to accelerate cash flow.

“Discovery was a free cash flow machine,” Zaslav said earlier this year of his former company, which he ran for more than 15 years before merging it with WarnerMedia. “We were generating over $3 billion in free cash flow for a long time. Now, we look at Warner generating $40 billion of revenue and almost no free cash flow, with all of the great IP that they have.”

Wall Street vs. Sunset Boulevard

When AT&T announced it was merging WarnerMedia with Discovery Communications last year, Zaslav immediately went on a Hollywood “listening tour,” sensing an opportunity to become the new king of Tinseltown. Many Hollywood power players thought Zaslav would dedicate his first year as CEO to currying favor with the industry given his lack of history with scripted TV or movies. He even bought producer Bob Evans’ house for $16 million in Beverly Hills, a sign some thought meant he wanted to be Hollywood’s next mogul.

A year later, Zaslav isn’t the king. In fact, many consider him a villain.

It turned out Zaslav’s top priority as CEO of a large public company wasn’t to win over Hollywood. Rather, it was to convince investors his company could survive and flourish as a relative minnow against much larger sharks, including Apple, Amazon, Disney and Netflix, in an entertainment world that’s quickly moving to digital distribution.

Zaslav’s focus on investors before Hollywood makes business sense. The company must be financially sound before it can make big investments. But he’s taken a hit, reputationally, with some in the creative community.

“HBO Max is widely acknowledged to be the best streaming service. And now the execs who bought it are on the verge of dismantling it, simply because they feel like it,” tweeted Adam Conover, the creator and host of “The G Word” on Netflix and “Adam Ruins Everything” on HBO Max, in August. “Mergers give just a few wealthy people MASSIVE control over what we watch, with disastrous results.”

One Hollywood insider who met with Zaslav to give him advice before he stepped into the job said the Warner Bros. Discovery CEO has ignored 90% of his advice on how to manage the business.

Time will tell whether Zaslav’s year-one decisions have lasting ramifications with a spurned Hollywood community. Critics of Iger at Disney initially said he lacked “creative vision” when he first took over as chief executive nearly two decades ago.

Zaslav can counter that Warner Bros. Discovery hasn’t decreased content spending. The company spent about $22 billion on programming in 2022. But he’s also made cost consciousness a point of pride.

“We’re going to spend more on content — but you’re not going to see us come in and go, ‘Alright, we’re going to spend $5 billion more,'” Zaslav said in February. “We’re going to be measured, we’re going to be smart and we’re going to be careful.”

The company’s content decisions have been based on strategic corrections, such as eliminating made-for-streaming movies and cutting back on kids and family programming that don’t materially entice new subscribers or hold existing ones, executives determined. Warner Bros. Discovery’s HBO continues to churn out hits, including “White Lotus,” “Euphoria,” “House of the Dragon” and “Succession,” under the leadership of Casey Bloys.

V Anderson | WireImage | Getty Images

‘We don’t have to have the NBA’

Perhaps Zaslav’s biggest dilemma is what to do with the NBA.

Like other media companies, Warner Bros. Discovery rents the rights to carry games and pays billions to leagues for the privilege. Warner Bros. Discovery currently pays around $1.2 billion per year to put NBA games on TNT. In 2014, the last time the league struck a deal with TNT and Disney’s ESPN, carriage rights rose from $930 million to $2.6 billion per year.

Negotiations to renew TNT’s NBA rights will begin in earnest next year. Zaslav has said he has little interest in paying a huge increase just to carry games again on cable networks — a platform that loses millions of subscribers each year.

“We don’t have to have the NBA,” Zaslav said Nov. 15 at an investor conference. “With sport, we’re a renter. That’s not as good of a business.”

The problem for Zaslav is keeping legacy pay TV afloat may be his best way to keep cash flow coming, and putting NBA games on TNT may be his best chance to do that. In the third quarter, Warner Bros. Discovery’s cable network business had adjusted EBITDA of $2.6 billion on $5.2 billion of revenue. That’s compared with a direct-to-consumer business that lost $634 million.

If Warner Bros. Discovery is going to pay billions of dollars a year for the NBA, Zaslav wants a deal to be future-focused. He has the luxury of having NBA Commissioner Adam Silver’s ear for the next three years because the NBA will be on TNT through the end of the 2024-25 season.

“If we do a deal on the NBA, it’s going to look a lot different,” Zaslav said.

Charles Barkley on Inside the NBA

Source: NBA on TNT

Warner Bros. Discovery knows how to produce NBA games and airs a studio show, “Inside the NBA,” which is widely regarded as the best in professional sports. It’s possible Zaslav could strike a deal with another bidder, such as Amazon or Apple, which may allow Warner Bros. Discovery to produce their games while giving him a package of games that came with a lower price tag.

Ideally, Zaslav would like to do sports deals that include ownership of intellectual property. This is also appealing to Netflix, The Wall Street Journal reported last month. Acquiring leagues gets Zaslav out of the rental business. But while smaller professional sports leagues, such as Formula One and UFC, are owned by media companies (Malone’s Liberty Media and Ari Emanuel’s Endeavor, respectively), it seems unlikely NBA owners would agree to sell Warner Bros. Discovery a stake in the league.

Silver said last month at the SBJ Dealmakers Conference he was open to rights deals structured in novel ways.

“We’re in the enviable position right now of letting the marketplace work its magic a little bit, you know, to see where the best ideas are going to come from, what’s going to drive the best value,” Silver said.

It’s also possible Zaslav could walk away from the NBA completely. While “Inside the NBA” co-host Charles Barkley recently signed a 10-year contract to stay with Warner Bros. Discovery, it includes an out clause if Zaslav doesn’t re-up the NBA, according to The New York Post.

Live sports aren’t necessarily essential to most streaming services’ success. Netflix, Disney+ and HBO Max all have zero live sports — at least for now.

The one certainty is Zaslav’s decision will be squarely based on how a deal affects the company’s free cash flow.

“It’s how much do we make on the sport?” Zaslav said. “When I was at NBC, when we lost football [in 1998], we lost the promotion of the NFL, which was a huge issue. Then you have the overall asset value without the sport. So you have to evaluate all that.”

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European SpaceX rival raises $160 million for reusable capsule to carry astronauts, cargo to space

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European SpaceX rival raises 0 million for reusable capsule to carry astronauts, cargo to space

The Space Exploration develops a product called Nyx, a reusable capsule that can be launched from rockets into space carrying passengers and cargo.

The Exploration Company (TEC) announced Monday it has raised $160 million to fuel development of its capsule that is designed to take astronauts and cargo to space stations.

Venture capital firms Balderton Capital and Plural were the lead investors in the round which also included French government-backed investment vehicle French Tech Souveraineté and German government-backed fund DeepTech & Climate Fonds.

TEC’s core product is Nyx, a capsule that can be launched from rockets into space carrying passengers and cargo. Nyx is reusable so once it has dropped its payload, it can re-enter the Earth’s atmosphere and be used for the next mission.

“It’s a big market, and it’s growing about a bit more than 10% per year because more nations want to fly their astronauts and more nations want to go to the moon,” Hélène Huby, founder and CEO of TEC, told CNBC in an interview.

“So there is an increased demand for sending people to stations, sending cargo to stations,” she said.

This part of the market has very few players. Some of the biggest are SpaceX which has a capsule called Dragon. There are also rivals from China and Russia.

“We said, ‘okay, let’s build this capacity in Europe so that Europe can have its own capsule and also the world needs an alternative solution. [We] cannot only bet on SpaceX,” Huby said.

TEC is currently developing the second version of Nyx which it expects to launch next year, followed by a final version in 2028. This model will be partly financed by the European Space Agency.

Huby said the company has signed $800 million in contracts to use its capsule. These include mission contracts with companies including Starlab, which is designing a new space station, and Axiom Space.

There is increasing activity in space among nations including China, the U.S. and India. One of the most ambitious projects is the NASA-led Gateway, which will be the first space station to orbit the moon.

“If you have more people, you also have a need for more cargo. So this is what is happening around the Earth and around the moon,” Huby said.

Huby sees TEC being a key player when it comes to developing the technology that is needed to return cargo to Earth once it has been in space.

“This is also where we where we believe our vehicle is going to play an important role,” Huby said.

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Palantir jumps 9% to a record after announcing move to Nasdaq

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Palantir jumps 9% to a record after announcing move to Nasdaq

Alex Karp, CEO of Palantir Technologies speaks during the Digital X event on September 07, 2021 in Cologne, Germany. 

Andreas Rentz | Getty Images

Palantir shares continued their torrid run on Friday, soaring as much as 9% to a record, after the developer of software for the military announced plans to transfer its listing to the Nasdaq from the New York Stock Exchange.

The stock jumped past $64.50 in afternoon trading, lifting the company’s market cap to $147 billion. The shares are now up more than 50% since Palantir’s better-than-expected earnings report last week and have almost quadrupled in value this year.

Palantir said late Thursday that it expects to begin trading on the Nasdaq on Nov. 26, under its existing ticker symbol “PLTR.” While changing listing sites does nothing to alter a company’s fundamentals, board member Alexander Moore, a partner at venture firm 8VC, suggested in a post on X that the move could be a win for retail investors because “it will force” billions of dollars in purchases by exchange-traded funds.

“Everything we do is to reward and support our retail diamondhands following,” Moore wrote, referring to a term popularized in the crypto community for long-term believers.

Moore appears to have subsequently deleted his X account. His firm, 8VC, didn’t immediately respond to a request for comment.

Last Monday after market close, Palantir reported third-quarter earnings and revenue that topped estimates and issued a fourth-quarter forecast that was also ahead of Wall Street’s expectations. CEO Alex Karp wrote in the earnings release that the company “absolutely eviscerated this quarter,” driven by demand for artificial intelligence technologies.

U.S. government revenue increased 40% from a year earlier to $320 million, while U.S. commercial revenue rose 54% to $179 million. On the earnings call, the company highlighted a five-year contract to expand its Maven technology across the U.S. military. Palantir established Maven in 2017 to provide AI tools to the Department of Defense.

The post-earnings rally coincides with the period following last week’s presidential election. Palantir is seen as a potential beneficiary given the company’s ties to the Trump camp. Co-founder and Chairman Peter Thiel was a major booster of Donald Trump’s first victorious campaign, though he had a public falling out with Trump in the ensuing years.

When asked in June about his position on the 2024 election, Thiel said, “If you hold a gun to my head I’ll vote for Trump.”

Thiel’s Palantir holdings have increased in value by about $3.2 billion since the earnings report and $2 billion since the election.

In September, S&P Global announced Palantir would join the S&P 500 stock index.

Analysts at Argus Research say the rally has pushed the stock too high given the current financials and growth projections. The analysts still have a long-term buy rating on the stock and said in a report last week that the company had a “stellar” quarter, but they downgraded their 12-month recommendation to a hold.

The stock “may be getting ahead of what the company fundamentals can support,” the analysts wrote.

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Super Micro faces deadline to keep Nasdaq listing after 85% plunge in stock

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Super Micro faces deadline to keep Nasdaq listing after 85% plunge in stock

Charles Liang, chief executive officer of Super Micro Computer Inc., during the Computex conference in Taipei, Taiwan, on Wednesday, June 5, 2024. The trade show runs through June 7. 

Annabelle Chih | Bloomberg | Getty Images

Super Micro Computer could be headed down a path to getting kicked off the Nasdaq as soon as Monday.

That’s the potential fate for the server company if it fails to file a viable plan for becoming compliant with Nasdaq regulations. Super Micro is late in filing its 2024 year-end report with the SEC, and has yet to replace its accounting firm. Many investors were expecting clarity from Super Micro when the company reported preliminary quarterly results last week. But they didn’t get it.

The primary component of that plan is how and when Super Micro will file its 2024 year-end report with the Securities and Exchange Commission, and why it was late. That report is something many expected would be filed alongside the company’s June fourth-quarter earnings but was not.  

The Nasdaq delisting process represents a crossroads for Super Micro, which has been one of the primary beneficiaries of the artificial intelligence boom due to its longstanding relationship with Nvidia and surging demand for the chipmaker’s graphics processing units. 

The one-time AI darling is reeling after a stretch of bad news. After Super Micro failed to file its annual report over the summer, activist short seller Hindenburg Research targeted the company in August, alleging accounting fraud and export control issues. The company’s auditor, Ernst & Young, stepped down in October, and Super Micro said last week that it was still trying to find a new one.

The stock is getting hammered. After the shares soared more than 14-fold from the end of 2022 to their peak in March of this year, they’ve since plummeted by 85%. Super Micro’s stock is now equal to where it was trading in May 2022, after falling another 11% on Thursday.

Getting delisted from the Nasdaq could be next if Super Micro doesn’t file a compliance plan by the Monday deadline or if the exchange rejects the company’s submission. Super Micro could also get an extension from the Nasdaq, giving it months to come into compliance. The company said Thursday that it would provide a plan to the Nasdaq in time. 

A spokesperson told CNBC the company “intends to take all necessary steps to achieve compliance with the Nasdaq continued listing requirements as soon as possible.”

While the delisting issue mainly affects the stock, it could also hurt Super Micro’s reputation and standing with its customers, who may prefer to simply avoid the drama and buy AI servers from rivals such as Dell or HPE.

“Given that Super Micro’s accounting concerns have become more acute since Super Micro’s quarter ended, its weakness could ultimately benefit Dell more in the coming quarter,” Bernstein analyst Toni Sacconaghi wrote in a note this week.

A representative for the Nasdaq said the exchange doesn’t comment on the delisting process for individual companies, but the rules suggest the process could take about a year before a final decision.

A plan of compliance

The Nasdaq warned Super Micro on Sept. 17 that it was at risk of being delisted. That gave the company 60 days to submit a plan of compliance to the exchange, and because the deadline falls on a Sunday, the effective date for the submission is Monday.

If Super Micro’s plan is acceptable to Nasdaq staff, the company is eligible for an extension of up to 180 days to file its year-end report. The Nasdaq wants to see if Super Micro’s board of directors has investigated the company’s accounting problem, what the exact reason for the late filing was and a timeline of actions taken by the board.

The Nasdaq says it looks at several factors when evaluating a plan of compliance, including the reasons for the late filing, upcoming corporate events, the overall financial status of the company and the likelihood of a company filing an audited report within 180 days. The review can also look at information provided by outside auditors, the SEC or other regulators.

Lightning Round: Super Micro is still a sell due to accounting irregularities

Last week, Super Micro said it was doing everything it could to remain listed on the Nasdaq, and said a special committee of its board had investigated and found no wrongdoing. Super Micro CEO Charles Liang said the company would receive the board committee’s report as soon as last week. A company spokesperson didn’t respond when asked by CNBC if that report had been received.

If the Nasdaq rejects Super Micro’s compliance plan, the company can request a hearing from the exchange’s Hearings Panel to review the decision. Super Micro won’t be immediately kicked off the exchange – the hearing panel request starts a 15-day stay for delisting, and the panel can decide to extend the deadline for up to 180 days.

If the panel rejects that request or if Super Micro gets an extension and fails to file the updated financials, the company can still appeal the decision to another Nasdaq body called the Listing Council, which can grant an exception.

Ultimately, the Nasdaq says the extensions have a limit: 360 days from when the company’s first late filing was due.

A poor track record

There’s one factor at play that could hurt Super Micro’s chances of an extension. The exchange considers whether the company has any history of being out of compliance with SEC regulations.

Between 2015 and 2017, Super Micro misstated financials and published key filings late, according to the SEC. It was delisted from the Nasdaq in 2017 and was relisted two years later.

Super Micro “might have a more difficult time obtaining extensions as the Nasdaq’s literature indicates it will in part ‘consider the company’s specific circumstances, including the company’s past compliance history’ when determining whether an extension is warranted,” Wedbush analyst Matt Bryson wrote in a note earlier this month. He has a neutral rating on the stock.

History also reveals just how long the delisting process can take. 

Charles Liang, chief executive officer of Super Micro Computer Inc., right, and Jensen Huang, co-founder and chief executive officer of Nvidia Corp., during the Computex conference in Taipei, Taiwan, on Wednesday, June 5, 2024. 

Annabelle Chih | Bloomberg | Getty Images

Super Micro missed an annual report filing deadline in June 2017, got an extension to December and finally got a hearing in May 2018, which gave it another extension to August of that year. It was only when it missed that deadline that the stock was delisted.

In the short term, the bigger worry for Super Micro is whether customers and suppliers start to bail.

Aside from the compliance problems, Super Micro is a fast-growing company making one of the most in-demand products in the technology industry. Sales more than doubled last year to nearly $15 billion, according to unaudited financial reports, and the company has ample cash on its balance sheet, analysts say. Wall Street is expecting even more growth to about $25 billion in sales in its fiscal 2025, according to FactSet.

Super Micro said last week that the filing delay has “had a bit of an impact to orders.” In its unaudited September quarter results reported last week, the company showed growth that was slower than Wall Street expected. It also provided light guidance.

The company said one reason for its weak results was that it hadn’t yet obtained enough supply of Nvidia’s next-generation chip, called Blackwell, raising questions about Super Micro’s relationship with its most important supplier.

“We don’t believe that Super Micro’s issues are a big deal for Nvidia, although it could move some sales around in the near term from one quarter to the next as customers direct orders toward Dell and others,” wrote Melius Research analyst Ben Reitzes in a note this week.

Super Micro’s head of corporate development, Michael Staiger, told investors on a call last week that “we’ve spoken to Nvidia and they’ve confirmed they’ve made no changes to allocations. We maintain a strong relationship with them.”

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