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Nielsen Holdings plc
675 6th Avenue, 3rd Fl.
New York, NY 10010
646-441-2004

Nielsen Investor Relations
+1.646.654.8153
ir@nielsen.com

Press Release Details

Nielsen Reports 1st Quarter 2020 Results

04/30/2020
- Revenues of $1,559 million decreased 0.3% on a reported basis and increased 1.5% on a constant currency basis
- Diluted net loss per share of $0.05 and adjusted earnings per share of $0.29
- Updated full year 2020 guidance to reflect current estimated impact of COVID-19
- Continued progress on positioning Nielsen Global Connect as a standalone public company

NEW YORK, April 30, 2020 /PRNewswire/ -- Today, Nielsen Holdings plc (NYSE: NLSN) announced its results for the quarter ended March 31, 2020. The company also updated its 2020 guidance to reflect its most recent expectations, incorporating the estimated impact of COVID-19. Additionally, the Company announced that it remains focused on and committed to the planned separation of Nielsen Global Media and Nielsen Global Connect, with the spin-off transaction now expected to close in early 2021 largely due to temporary shutdowns of government agencies that are necessary to move forward with the separation. 

David Kenny, Chief Executive Officer, commented, "During this unprecedented time, our employees have demonstrated tremendous focus, agility and perseverance, partnering closely with clients to provide the measurement and analytics data that is so critical to clients' businesses. Our teams have moved quickly to innovate around new ways of collecting and delivering data that is essential to our clients.  Moving forward, we will leverage these new learnings to drive permanent process improvement and efficiency."

"Nielsen has a strong and enduring business model, serving the essential media, consumer packaged goods and retail industries, with a high volume of subscription revenue.  We delivered solid results in the first quarter, but we saw slowing momentum in Connect as the quarter progressed. This trend continued into April, with increased pressure in both Media and Connect primarily in non-contracted revenue. We quickly implemented cost actions in the first quarter to mitigate the impact, and we are taking additional actions to protect profits and cash flow amidst ongoing economic uncertainty as we plan for a range of scenarios. We remain well-capitalized and are closely managing cash flow and our balance sheet. Our cost actions allow us to continue investing in the key strategic priorities that will drive our long-term growth. We also continue to make progress on operational readiness as we position Media and Connect for success as separate, standalone companies."

First Quarter 2020 Results

  • Revenues were $1,559 million, down 0.3% on a reported basis, or up 1.5% on a constant currency basis, compared to the prior year.
  • Nielsen Global Media revenues increased 1.9% to $842 million on a reported basis, or 2.6% on a constant currency basis, compared to the prior year.
    • Audience Measurement revenues of $615 million increased 1.7% on a reported basis, or 2.2% on a constant currency basis, primarily due to continued client adoption of Total Audience Measurement and growth in audio which was timing driven, partly offset by pressure in local television measurement.
    • Plan/Optimize revenues of $227 million increased 2.7% on a reported basis, or 3.7% on a constant currency basis, compared to the prior year, driven in part by growth in targeting solutions for consumer packaged goods clients and continued growth in Gracenote.
  • Nielsen Global Connect revenues of $717 million decreased 2.7% on a reported basis, or an increase of 0.3% on a constant currency basis, compared to the prior year.
    • Measure revenues of $510 million decreased 5.4% on a reported basis, or 2.3% on a constant currency basis, reflecting the impact of COVID-19 on retail measurement services in markets that are heavy in traditional trade.
    • Predict/Activate revenues of $207 million increased 4.5% on a reported basis, or 7.3% on a constant currency basis, primarily reflecting the January 2020 acquisition of Precima, along with strength in analytics and innovation, partly offset by pressure in custom insights which saw greater pressure due to the COVID-19 pandemic.
  • Net loss for the first quarter was $18 million, compared to net income of $43 million in the first quarter of 2019. Net loss per share on a diluted basis for the first quarter was $0.05, compared to net income per share on a diluted basis of $0.12 for the first quarter of 2019. Net income was impacted by separation-related costs and higher depreciation and amortization expense, partially offset by lower restructuring charges.
  • Adjusted earnings per share was $0.29 for the first quarter, compared to adjusted earnings per share of $0.35 in the prior year period, reflecting lower adjusted EBITDA and higher depreciation and amortization year over year, partially offset by lower taxes.
  • Adjusted EBITDA for the first quarter of $395 million was down 4.8% on a reported basis compared to the prior year, or down 2.9% on a constant currency basis.
  • Adjusted EBITDA margin of 25.3% decreased 121 basis points on a reported basis, or a decrease of 116 basis points on a constant currency basis, compared to the prior year, reflecting an elevated level of investments in Media and pressures in Connect from the COVID-19 pandemic.
  • The reported amounts above were impacted by weaker currencies versus the dollar during the first quarter, which had a 180 basis negative impact on reported revenue growth and a 190 basis negative impact on EBITDA growth.

Financial Position

  • As of March 31, 2020, Nielsen's cash and cash equivalents were $359 million and gross debt was $8,413 million.
  • Net debt (gross debt less cash and cash equivalents) was $8,054 million and Nielsen's net debt leverage ratio was 4.39x at the end of the quarter.
  • On a reported basis, cash flow from operations for the first quarter of 2020 increased to $(5) million, compared to $(43) million in the first quarter of 2019. Cash flow performance was primarily driven by working capital timing and lower interest payments, partially offset by lower adjusted EBITDA, higher employee annual incentive payments and higher income tax payments during the quarter ended March 31, 2020.
  • Cash taxes were $52 million for the first quarter of 2020, compared to $42 million for the first quarter of 2019, largely due to the cash settlement of certain intercompany amounts in anticipation of the separation of the Connect business.
  • Net capital expenditures were 8% lower, at $112 million for the first quarter of 2020, compared to $122 million for the first quarter of 2019.
  • Free cash flow for the first quarter of 2020 improved 29%, to $(117) million, compared to $(165) million for the first quarter of 2019.

Dividend

On April 16, 2020, our Board of Directors declared a quarterly dividend of $0.06 per share of Nielsen's common stock. The dividend is payable on June 18, 2020 to shareholders of record at the close of business on June 4, 2020 and is an estimated $21 million.

Update on Planned Separation of Nielsen Global Media and Nielsen Global Connect

On February 27, 2020, Nielsen announced that it planned to complete the spinoff of Nielsen Global Connect by November 2020. The company continues to make operational progress towards separation but now expects the closing to take place in Q1 2021, largely due to temporary shutdowns of government agencies that are necessary to move forward with the separation.  The company now expects $275 - $300 million of cash separation related costs in 2020 versus its prior expectation of $350 - $400 million in 2020.  The remaining cash separation related costs will occur in 2021, given the Q1 2021 separation target time frame.

2020 Full Year Guidance

The Company is updating full year 2020 guidance, as highlighted below:

  • Total revenue growth on a constant currency basis: -4% to -1% (previously: +1.5% to +3.0%)
  • Adjusted EBITDA margin: 28.5% - 29.5% (previously 27.7% - 28.5%)
  • Adjusted EBITDA: $1,790 - $1,860 million (previously $1,830 - $1,910 million)
  • Adjusted earnings per share: $1.43 - $1.58 (previously $1.67 - $1.80)
  • Free cash flow: $460 - $530 million (previously $530 - $580 million)

These estimates exclude $275 - $300 million of cash separation-related costs in 2020, the majority of which will occur close to the separation date. The updated guidance reflects lower revenue due to COVID-19 pressure and greater FX impact. The company is managing operating expenses and capital expenditures to improve profitability and cash flow.

Due to the uncertainties associated with COVID-19, Nielsen has analyzed a range of scenarios that are contingent on the depth and duration of the COVID-19 pandemic and its resulting impact on economic and market-specific drivers that may impact the Company's businesses. Nielsen has disclosed a range of economic scenarios as part of its first quarter 2020 earnings materials, with the "recovery beginning in 2H'20" being the baseline scenario at this point in time and the basis for the above revised guidance. 

2020 Guidance Non-GAAP Reconciliations

These reconciliations include preliminary forecasts based on current expectations and include certain assumptions on the classification and timing of certain separation-related costs and the tax deductibility of such costs.

The below table presents a reconciliation from forecasted revenue to revenue on a constant currency basis for our 2020 guidance: 

(IN MILLIONS)


2020 Guidance



% Variance
Constant
Currency


2019 Revenue
Constant
Currency


Total Revenue  


$

~6,200



-4% to -1%


$

6,350













The below table presents a reconciliation from Net Income/(Loss) to Adjusted EBITDA for our 2020 guidance:

(IN MILLIONS)



Net income/(Loss)


$(50) - $(10)

Interest expense, net


~375

Provision/(benefit) for income taxes


~160

Depreciation and amortization


~820

Restructuring charges


~130

Share-based compensation expense and Other


~135

Separation-related costs


~235

Adjusted EBITDA


$1,790 – $1,860

The below table presents a reconciliation from Net Income/(Loss) Attributable to Nielsen Shareholders to Adjusted Net Income to calculate Adjusted Earnings per Share (diluted) for our 2020 guidance:

(IN MILLIONS EXCEPT PER SHARE AMOUNTS)



Net income/(loss) attributable to Nielsen shareholders


$(65) - $(20)

Depreciation and amortization associated with

   acquisition-related tangible and intangible assets


~200

Restructuring charges


~130

Share-based compensation expense and Other


~135

Separation-related costs


~235

Tax effect of above items


~(120)

Adjusted earnings


$510 - $565

Adjusted earnings per share


$1.43 – $1.58

The below table presents a reconciliation from Net Cash Provided by Operating Activities to Free Cash Flow for our 2020 guidance. This excludes $350 - $400 million of separation-related costs.

(IN MILLIONS)



Net cash provided by operating activities


$980 - $1,050

Less: Capital expenditures, net


~(520)

Free cash flow


$460 - $530

Conference Call and Webcast

Nielsen will hold a conference call to discuss today's announcements at 8:00 a.m. U.S. Eastern Time (ET) on April 30, 2020.

Interested parties are encouraged to listen to the webcast as wait times for the call operator may be longer than normal.  The webcast can be found on Nielsen's Investor Relations website at http://nielsen.com/investors.  Within the United States, listeners can also access the call by dialing 1+833-502-0473. Callers outside the U.S. can dial 1+236-714-2183.The conference ID is 1864148; please note that this ID is required to access this call.

A replay of the event will be available on Nielsen's Investor Relations website, http://nielsen.com/investors, from 11:00 a.m. Eastern Time, April 30, 2020 until 11:59 p.m. Eastern Time, May 7, 2020. The replay can be accessed from within the United States by dialing +1-800-585-8367. Other callers can access the replay at +1-416-621-4642. The replay pass code is 1864148.

Forward-looking Statements

This news release includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements include those set forth above under "2020 Full Year Guidance," those related to the impact of the recent COVID-19 pandemic on our business, those regarding our plan to spin-off Nielsen Global Connect as well as those that may be identified by words such as "will," "intend," "expect," "anticipate," "should," "could" and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected. Factors leading thereto may include, without limitation, the risks related to the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the COVID-19 pandemic on Nielsen's business, the expected benefits and costs of the spin-off transaction, the expected timing of completion of the spin-off transaction, the ability of Nielsen to complete the spin-off transaction considering the various conditions to the completion of the spin-off transaction (some of which are outside Nielsen's control, including those conditions related to regulatory approvals), business disruption during the pendency of or following the spin-off transaction, diversion of management time on the spin-off transaction-related issues, failure to receive the required shareholder approval of the spin-off transaction, retention of existing management team members, the reaction of customers and other parties to the spin-off transaction, the qualification of the spin-off transaction as a tax-free transaction for U.S. federal income tax purposes (including whether or not an IRS ruling will be obtained), potential dis-synergy costs between Nielsen Global Connect and Nielsen Global Media, the impact of the spin-off transaction on relationships with customers, suppliers, employees and other business counterparties, general economic conditions, conditions in the markets Nielsen is engaged in, behavior of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting Nielsen's business and other specific risk factors that are outlined in our disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as our 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission. Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of this press release, and we assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future events or other factors, except as required by law.

About Nielsen

Nielsen Holdings plc (NYSE: NLSN) is a global measurement and data analytics company that provides the most complete and trusted view available of consumers and markets worldwide. Nielsen is divided into two business units. Nielsen Global Media, the arbiter of truth for media markets, provides media and advertising industries with unbiased and reliable metrics that create a shared understanding of the industry required for markets to function. Nielsen Global Connect provides consumer packaged goods manufacturers and retailers with accurate, actionable information and insights and a complete picture of the complex and changing marketplace that companies need to innovate and grow.

Our approach marries proprietary Nielsen data with other data sources to help clients around the world understand what's happening now, what's happening next, and how to best act on this knowledge.

An S&P 500 company, Nielsen has operations in over 100 countries, covering more than 90% of the world's population. For more information, visit www.nielsen.com.

From time to time, Nielsen may use its website and social media outlets as channels of distribution of material company information. Financial and other material information regarding the company is routinely posted and accessible on our website at http://www.nielsen.com/investors and our Twitter account at http://twitter.com/Nielsen.

Results of Operations—(Three Months Ended March 31, 2020 and 2019)

The following table sets forth, for the periods indicated, the amounts included in our condensed consolidated statements of operations:



Three Months Ended
March 31,
(Unaudited)


(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)


2020



2019


Revenues


$

1,559



$

1,563


Cost of revenues



721




695


Selling, general and administrative expenses



515




480


Depreciation and amortization (1)



214




179


Restructuring charges



11




35


Operating income/(loss)



98




174


Interest income



1




2


Interest expense



(94)




(99)


Foreign currency exchange transaction gains/(losses), net



(6)




(3)


Other income/(expense), net



(1)




5


Income/(loss) from continuing operations before income taxes and
  equity in net income/(loss) of affiliates



(2)




79


Benefit/(provision) for income taxes



(11)




(32)


Net income/(loss)



(13)




47


Net income/(loss) attributable to noncontrolling interests



5




4


Net income/(loss) attributable to Nielsen shareholders


$

(18)



$

43


Net income/(loss) per share of common stock, basic









Net income/(loss) attributable to Nielsen shareholders


$

(0.05)



$

0.12


Net income/(loss) per share of common stock, diluted









Net income/(loss) attributable to Nielsen shareholders


$

(0.05)



$

0.12


Weighted-average shares of common stock outstanding, basic



356,389,022




355,444,756


Dilutive shares of common stock



-




912,327


Weighted-average shares of common stock outstanding, diluted



356,389,022




356,357,083




(1)

Depreciation and amortization associated with tangible and intangible assets acquired in business combinations were $51 million and $54 million, respectively, for the three months ended March 31, 2020 and 2019, respectively.

 

 

Condensed Consolidated Balance Sheets




March 31,



December 31,


(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)


2020



2019




(Unaudited)






Assets:









Current assets









Cash and cash equivalents


$

359



$

454


Trade and other receivables, net of allowances for doubtful accounts and sales
   returns of $34 and $28 as of March 31, 2020 and December 31, 2019, respectively



1,182




1,103


Prepaid expenses and other current assets



473




420


Total current assets



2,014




1,977


Non-current assets









Property, plant and equipment, net



426




466


Operating lease right-of-use asset



378




393


Goodwill



5,979




5,993


Other intangible assets, net



4,806




4,881


Deferred tax assets



267




276


Other non-current assets



323




333


Total assets


$

14,193



$

14,319


Liabilities and equity:









Current liabilities









Accounts payable and other current liabilities


$

1,077



$

1,182


Deferred revenues



402




345


Income tax liabilities



35




60


Current portion of long-term debt, finance lease obligations and short-term borrowings



1,054




914


Total current liabilities



2,568




2,501


Non-current liabilities









Long-term debt and finance lease obligations



7,359




7,395


Deferred tax liabilities



1,031




1,052


Operating lease liabilities



363




370


Other non-current liabilities



641




613


Total liabilities



11,962




11,931


Commitments and contingencies (Note 13)









Equity:









Nielsen shareholders' equity









Common stock, €0.07 par value, 1,185,800,000 and 1,185,800,000 shares
   authorized, 356,487,712 and 356,158,879 shares issued and 356,475,591
   and 356,149,883 shares outstanding at March 31, 2020 and
   December 31, 2019, respectively



32




32


Additional paid-in capital



4,370




4,378


Retained earnings/(accumulated deficit)



(1,228)




(1,210)


Accumulated other comprehensive loss, net of income taxes



(1,130)




(1,005)


Total Nielsen shareholders' equity



2,044




2,195


Noncontrolling interests



187




193


Total equity



2,231




2,388


Total liabilities and equity


$

14,193



$

14,319


 

 

Condensed Consolidated Statements of Cash Flows (Unaudited)




Three Months Ended




March 31,


(IN MILLIONS)


2020



2019


Operating Activities









Net income/(loss)


$

(13)



$

47


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









Share-based compensation expense



16




15


Currency exchange rate differences on financial transactions and other (gains)/losses



7




(2)


Depreciation and amortization



214




179


Changes in operating assets and liabilities, net of effect of businesses acquired

   and divested:









Trade and other receivables, net



(107)




(115)


Prepaid expenses and other assets



(13)




(50)


Accounts payable and other current liabilities and deferred revenues



(92)




(130)


Other non-current liabilities



(20)




(21)


Interest payable



44




44


Income taxes



(41)




(10)


Net cash provided by/(used in) operating activities



(5)




(43)


Investing Activities









Acquisition of subsidiaries and affiliates, net of cash acquired



(27)




(59)


Additions to property, plant and equipment and other assets



(4)




(30)


Additions to intangible assets



(108)




(92)


Other investing activities



(3)




1


Net cash provided by/(used in) investing activities



(142)




(180)


Financing Activities









Net borrowings under revolving credit facility



135




263


Repayment of debt



(14)




(14)


Cash dividends paid to shareholders



(21)




(124)


Activity from share-based compensation plans



(4)




(3)


Proceeds from employee stock purchase plan



1




1


Finance leases



(11)




(16)


Other financing activities



(4)




(3)


Net cash provided by/(used in) financing activities



82




104


Effect of exchange-rate changes on cash and cash equivalents



(30)




(3)


Net increase/(decrease) in cash and cash equivalents



(95)




(122)


Cash and cash equivalents at beginning of period



454




524


Cash and cash equivalents at end of period


$

359



$

402


Supplemental Cash Flow Information









Cash paid for income taxes


$

(52)



$

(42)


Cash paid for interest, net of amounts capitalized


$

(50)



$

(55)


Certain Non-GAAP Measures

We use the non-GAAP financial measures discussed below to evaluate our results of operations, financial condition, liquidity and indebtedness. We believe that the presentation of these non-GAAP measures provides useful information to investors regarding financial and business trends related to our results of operations, cash flows and indebtedness and that, when this non-GAAP financial information is viewed with our GAAP financial information, investors are provided with valuable supplemental information regarding our results of operations, thereby facilitating period-to-period comparisons of our business performance.  These non-GAAP measures are also consistent with how management evaluates the company's operating performance and liquidity. In addition, these non-GAAP measures address questions the Company routinely receives from analysts and investors, and in order to assure that all investors have access to similar data, we have determined that it is appropriate to make this data available to all investors. None of the non-GAAP measures presented should be considered as an alternative to net income or loss, operating income or loss, cash flows from operating activities, total indebtedness or any other measures of operating performance and financial condition, liquidity or indebtedness derived in accordance with GAAP. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP. Our use of these terms may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

Constant Currency Presentation

We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, thereby facilitating period-to-period comparisons of our business performance and is consistent with how management evaluates the Company's performance. We calculate constant currency percentages by converting our prior-period local currency financial results using the current period exchange rates and comparing these adjusted amounts to our current period reported results. No adjustment has been made to foreign currency exchange transaction gains or losses in the calculation of constant currency net income.

Organic Constant Currency Presentation

We define organic constant currency revenue as constant currency revenue excluding the net effect of business acquisitions and divestitures over the past 12 months. Refer to the Constant Currency Presentation section above for the definition of constant currency. We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.

The below table presents a reconciliation from revenue on a reported basis to revenue on a constant currency basis and organic constant currency basis for the three months ended March 31, 2020.

(IN MILLIONS)
(UNAUDITED)


Three

Months Ended

March 31,

2020

Reported



Three

Months Ended

March 31,

2019

Reported



% Variance

2020 vs. 2019

Reported



Three

Months Ended

March 31,

2019

Constant

Currency



% Variance

2020 vs. 2019

Constant

Currency



Three

Months Ended

March 31,

2020

Organic



Three

Months Ended

March 31,

2019

Organic

Constant

Currency



% Variance

2020 vs. 2019

Organic

Constant

Currency



































Revenues by
 segment

































Measure


$

510



$

539




(5.4)

%


$

522




(2.3)

%


$

510



$

522




(2.3)

%

Predict/Activate



207




198




4.5

%



193




7.3

%



187




191




(2.1)

%

Connect


$

717



$

737




(2.7)

%


$

715




0.3

%


$

697



$

713




(2.2)

%


































Audience
   Measurement


$

615



$

605




1.7

%


$

602




2.2

%


$

615



$

602




2.2

%

Plan/Optimize



227




221




2.7

%



219




3.7

%



224




213




5.2

%

Media


$

842



$

826




1.9

%


$

821




2.6

%


$

839



$

815




2.9

%

Total


$

1,559



$

1,563




(0.3)

%


$

1,536




1.5

%


$

1,536



$

1,528




0.5

%

The below table presents a reconciliation of Net Income and Adjusted EBITDA on a reported basis to a constant currency basis for the three months ended March 31, 2020.

(IN MILLIONS) (UNAUDITED)


Three
Months Ended
March 31,
2020
Reported



Three
Months Ended
March 31,
2019
Reported



% Variance
2020 vs. 2019
Reported



Three
Months  Ended
March 31,
2019
Constant
Currency



% Variance
2020 vs. 2019
Constant
Currency


Net Income/(Loss) attributable to
  Nielsen Shareholders


$

(18)



$

43




(141.9)

%


$

35




(151.4)

%






















Adjusted EBITDA


$

395



$

415




(4.8)

%


$

407




(2.9)

%

Adjusted EBITDA

We define Adjusted EBITDA as net income or loss from our consolidated statements of operations before interest income and expense, income taxes, depreciation and amortization, restructuring charges, impairment of goodwill and other long-lived assets, share-based compensation expense and other non-operating items from our consolidated statements of operations, as well as certain other items that arise outside the ordinary course of our continuing operations specifically described below.

Restructuring charges: We exclude restructuring expenses, which primarily include employee severance, office consolidation and contract termination charges, from our Adjusted EBITDA to allow more accurate comparisons of the financial results to historical operations and forward-looking guidance. By excluding these expenses from our non-GAAP measures, management is better able to evaluate our ability to utilize our existing assets and estimate the long-term value these assets will generate for us. Furthermore, we believe that the adjustments of these items more closely correlate with the sustainability of our operating performance.

Impairment of goodwill and other long-lived assets: We exclude the impact of charges related to the impairment of goodwill and other long-lived assets. We believe that the exclusion of these impairments, which are non-cash, allows for more meaningful comparisons of operating results to peer companies. We believe that this increases period-to-period comparability and is useful to evaluate the performance of the total company.

Share-based compensation expense: We exclude the impact of costs relating to share-based compensation. Due to the subjective assumptions and a variety of award types, we believe that the exclusion of share-based compensation expense, which is typically non-cash, allows for more meaningful comparisons of operating results to peer companies. Share-based compensation expense can vary significantly based on the timing, size and nature of awards granted.

Other non-operating expenses, net: We exclude foreign currency exchange transaction gains and losses primarily related to intercompany financing arrangements as well as other non-operating income and expense items, such as, gains and losses recorded on business combinations or dispositions, sales of investments, net income attributable to noncontrolling interests and early redemption payments made in connection with debt refinancing. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance.

Other items: To measure operating performance, we exclude certain expenses and gains that arise outside the ordinary course of our continuing operations. Such costs primarily include legal settlements, acquisition related expenses, business optimization costs and other transaction costs. We believe the exclusion of such amounts allows management and the users of the financial statements to better understand our financial results.

Separation-related costs: To measure operating performance, we exclude certain separation-related costs that would not be incurred if we were not undertaking a separation of our Global Connect business from Global Media and positioning Global Connect and Global Media to operate as two independent companies. These costs include: third-party advisor costs, tax friction, technology related spend, and incremental costs of beginning to operate as two independent companies. We believe that exclusion of these costs will allow users of our financial statements to better understand our financial performance in 2020.

Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. Adjusted EBITDA margin is Adjusted EBITDA for a particular period expressed as a percentage of revenues for that period.

We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. In addition to Adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this presentation provides useful information to investors regarding financial and business trends related to our results of operations and that when non-GAAP financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance.

Adjusted EBITDA should not be considered as an alternative to net income or loss, operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

Adjusted Earnings per Share

We define Adjusted Earnings per Share as net income attributable to Nielsen shareholders per share (diluted) from continuing operations from our consolidated statements of operations, excluding depreciation and amortization associated with acquired tangible and intangible assets, restructuring charges, impairment of goodwill and other long-lived assets, share-based compensation expense, other non-operating items from our consolidated statements of operations, certain other items considered unusual or non-recurring in nature and separation-related costs, adjusted for income taxes related to these items. Management believes that this non-GAAP measure is useful in providing period-to-period comparisons of the results of the Company's ongoing operating performance.

The below table presents reconciliations from net income to Adjusted EBITDA for the three months ended March 31, 2020 and 2019: 



Three Months Ended
March 31,
(Unaudited)



(IN MILLIONS)


2020



2019



Net income/(loss) attributable to Nielsen shareholders


$

(18)



$

43



Interest expense, net



93




97



(Benefit)/Provision for income taxes



11




32



Depreciation and amortization



214




179



EBITDA



300




351



Other non-operating expense, net



12




2



Restructuring charges



11




35



Share-based compensation expense



16




15



Other items (a)



21




12



Separation-related costs



35




-



Adjusted EBITDA


$

395



$

415







(a)

For the three months ended March 31, 2020, other items primarily consist of business optimization costs and transaction related costs. For the three months ended March 31, 2019, other items primarily consist of business optimization costs, including strategic review costs, and transaction related costs.

The below table presents reconciliations from diluted net income per share to Adjusted earnings per share for the three months ended March 31, 2020 and 2019:



Three Months Ended
March 31,
(Unaudited)



(IN MILLIONS)


2020



2019



Net income/(loss) attributable to Nielsen shareholders per
  share of common stock, diluted


$

(0.05)



$

0.12



Depreciation and amortization associated with acquisition-related  
  tangible and intangible assets



0.14




0.15



Restructuring



0.03




0.10



Share-based compensation



0.04




0.04



Other non-operating (income)/expense, net



0.02




(0.01)



Other items (a)



0.06




0.03



Separation-related costs



0.10




-



Tax effect of above items



(0.10)




(0.09)



Discrete tax benefit/(provision)



0.04




-



Adjusted earnings per share


$

0.29



$

0.35







(a)

For the three months ended March 31, 2020, other items primarily consist of business optimization costs and transaction related costs. For the three months ended March 31, 2019, other items primarily consist of business optimization costs, including strategic review costs, and transaction related costs.

 

Free Cash Flow

We define free cash flow as net cash provided by operating activities, less capital expenditures, net. We believe providing free cash flow information provides valuable supplemental liquidity information regarding the cash flow that may be available for discretionary use by us in areas such as the distributions of dividends, repurchase of common stock, voluntary repayment of debt obligations or to fund our strategic initiatives, including acquisitions, if any. However, free cash flow does not represent residual cash flows entirely available for discretionary purposes; for example, the repayment of principal amounts borrowed is not deducted from free cash flow. Key limitations of the free cash flow measure include the assumptions that we will be able to refinance our existing debt when it matures and meet other cash flow obligations from financing activities, such as principal payments on debt. Free cash flow is not a presentation made in accordance with GAAP. The following table presents reconciliation from net cash provided by operating activities to free cash flow:



Three Months Ended
March 31,
(Unaudited)


(IN MILLIONS)


2020



2019


Net cash provided by operating activities


$

(5)



$

(43)


Less: Capital expenditures, net



(112)




(122)


Free cash flow (a)


$

(117)



$

(165)






(a)

Includes an insignificant amount of cash payments for separation-related costs.

Net Debt and Net Debt Leverage Ratio

The net debt leverage ratio is defined as net debt (gross debt less cash and cash equivalents) as of the balance sheet date divided by Adjusted EBITDA for the 3 months then ended. Net debt and the net debt leverage ratio are commonly used metrics to evaluate and compare leverage between companies and are not presentations made in accordance with GAAP. The calculation of net debt and the net debt leverage ratio as of March 31, 2020 is as follows:  

(IN MILLIONS) (Unaudited)


Gross debt as of March 31, 2020


$

8,413


Less: Cash and cash equivalents as of March 31, 2020



(359)


Net debt as of March 31, 2020


$

8,054


Adjusted EBITDA for the year ended December 31, 2019


$

1,853


Less: Adjusted EBITDA for the three ended March 31, 2019



(415)


Add: Adjusted EBITDA for the three months ended March 31, 2020



395


Adjusted EBITDA for the twelve months ended March 31, 2020


$

1,833


Net debt leverage ratio as of March 31, 2020



4.39x


 

Cision View original content:http://www.prnewswire.com/news-releases/nielsen-reports-1st-quarter-2020-results-301049877.html

SOURCE Nielsen Holdings plc