Versant Media Group, Inc 10-Q for FY2026 Q1

Versant Media Group, Inc. (VSNT)

10-Q 2026-05-14 For: 2026-03-31

Added on May 17, 2026

About this 10-Q

Versant Media Group, Inc filed this 10-Q on May 14, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.69B; down 1.1% from $1.71B a year earlier
Net income: $286M; down 22.1% from net income of $367M a year earlier
Diluted EPS: $1.99; down 22.0% from $2.55 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Pennsylvania						39-2087186
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)
229 West 43rd Street New York, NY						10036
(Address of principal executive offices)						(Zip Code)
Registrant’s telephone number, including area code: (646) 832-1000


Part I	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Condensed Consolidated and Combined Statements of Income	5
	Condensed Consolidated and Combined Statements of Comprehensive Income	6
	Condensed Consolidated and Combined Statements of Cash Flows	7
	Condensed Consolidated and Combined Balance Sheets	8
	Condensed Consolidated and Combined Statements of Changes in Equity	9
	Notes to Condensed Consolidated and Combined Financial Statements	10
	Note 1. Description of the Company and Basis of Presentation	10
	Note 2. Revenue	12
	Note 3. Cost of Revenues	12
	Note 4. Goodwill	13
	Note 5. Debt Obligations	13
	Note 6. Commitments and Contingencies	14
	Note 7. Stockholders' Equity	15
	Note 8. Share-Based Compensation	16
	Note 9. Additional Financial Information	17
	Note 10. Related Parties	18
	Note 11. Subsequent Events	19
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

Part II	OTHER INFORMATION	30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 5	Other Information	30
Item 6	Exhibits	31

Signatures	Signatures	33


	Three months ended March 31,
	2026		2025
	(in millions, except per share data)
Revenue(a)	$	1,687	$	1,706
Costs and Expenses:
Costs of revenue (exclusive of depreciation and amortization)(a)	638		654
Selling, general and administrative	351		307
Depreciation and amortization	256		245
Total costs and expenses	1,245		1,207
Operating income	442		499
Interest expense	(52)		—
Investment and other income, net	8		—
Income before income taxes	398		499
Income tax expense	(112)		(132)
Net income	286		367
Less: Net income attributable to noncontrolling interests	—		—
Net income attributable to Versant	$	286	$	367

Basic earnings per common share attributable to Versant shareholders	$	1.99	$	2.55
Diluted earnings per common share attributable to Versant shareholders	$	1.99	$	2.55


	Three months ended March 31,
	2026		2025
	(in millions)
Net income	$	286	$	367
Other comprehensive income, net of tax:
Currency translation adjustments, net of deferred taxes of $0 for each period	—		1
Gains on cash flow hedges, net of taxes of $1 million and $0	3		—



Comprehensive income attributable to Versant	$	289	$	367


	Three months ended March 31,
	2026		2025
	(in millions)
Operating Activities
Net income	$	286	$	367
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	256		245
Share-based compensation	17		3
Noncash interest expense	3		—

Deferred income taxes	(103)		(37)
Changes in operating assets and liabilities:
Current and noncurrent receivables, net	(391)		(81)
Content costs, net	70		35
Accounts payable	127		(33)
Other operating assets and liabilities	320		(23)
Net cash provided by operating activities	585		478
Investing Activities
Capital expenditures	(27)		(21)
Acquisitions of businesses and investments	(145)		—
Other	—		(2)
Net cash used in investing activities	(172)		(23)
Financing Activities
Proceeds from borrowings	1,973		—
Repurchases of common stock under repurchase program and employee plans	(100)		—
Net transfers to Comcast	(2,250)		(454)
Settlement payment from NBCUniversal	70		—
Other	(2)		(3)
Net cash used in financing activities	(309)		(458)
Increase (decrease) in cash, cash equivalents and restricted cash	104		(3)
Cash and cash equivalents and restricted cash, beginning of year	1,092		8
Cash and cash equivalents, end of period	$	1,196	$	5


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	March 31,		December 31,
	2026		2025
	(in millions, except share data)
Assets
Current Assets:
Cash and cash equivalents	$	1,193	$	55
Restricted cash	—		1,034
Receivables, net	1,193		1,151
Assets held for sale	181		196
Other current assets	82		66
Total current assets	2,650		2,502
Content costs	584		539
Investments	241		214
Property and equipment, net of accumulated depreciation of $611 million and $615 million	424		423
Intangible assets, net of accumulated amortization of $8,949 million and $8,848 million	713		924
Goodwill	7,707		7,611
Other noncurrent assets, net	187		120
Total assets	$	12,506	$	12,333
Liabilities and Equity
Current Liabilities:
Accounts payable	$	283	$	151
Deferred revenue	77		163
Accrued content obligations	180		105
Accrued employee costs	84		62
Current portion of long-term debt	83		—

Accrued expenses and other current liabilities	434		141
Total current liabilities	1,140		622
Deferred income taxes	115		191
Noncurrent content obligations	74		72
Long-term debt	2,869		983
Other noncurrent liabilities	163		63
Commitments and contingencies
Equity:
Preferred stock, no par value — authorized 20 million shares; none issued as of March 31, 2026	—		—
Class A common stock, $0.01 par value — authorized 7.5 billion shares; issued and outstanding 141,103,811 shares as of March 31, 2026	1		—
Class B common stock, $0.01 par value — authorized 75 million shares; issued and outstanding 377,775 shares as of March 31, 2026	—		—
Additional paid-in capital	7,806		—
Retained earnings	231		—
Net Comcast investment	—		10,299
Accumulated other comprehensive loss	(4)		(7)
Total equity attributable to Versant	8,034		10,292
Noncontrolling interests	110		110
Total equity	8,145		10,402
Total liabilities and equity	$	12,506	$	12,333


				Additional
	Common Stock (a)			Paid-in		Retained		Net Comcast				Noncontrolling		Total
	Shares	Amount		Capital		Earnings		Investment		AOCI(b)		Interests		Equity
	(in millions, except share amounts which are in thousands)
Balance as of January 1, 2026	—	$	—	$	—	$	—	$	10,299	$	(7)	$	110	$	10,402
Separation-related transactions	—	—		—		—		(2,408)		—		—		(2,408)
Issuance of common stock upon Separation	144,169	1		7,890		—		(7,891)		—		—		—

Share-based compensation	7	—		17		—		—		—		—		17
Repurchases of common stock	(2,694)	—		(101)		—		—		—		—		(101)
Dividends ($0.375 per common share)	—	—		—		(55)		—		—		—		(55)
Net income	—	—		—		286		—		—		—		286
Other comprehensive income	—	—		—		—		—		3		—		3
Balance as of March 31, 2026	141,482	$	1	$	7,806	$	231	$	—	$	(4)	$	110	$	8,145

				Additional
	Common Stock (a)			Paid-in		Retained		Net Comcast				Noncontrolling		Total
	Shares	Amount		Capital		Earnings		investment		AOCI(b)		interests		Equity
	(in millions, except share amounts which are in thousands)
Balance as of January 1, 2025	—	$	—	$	—	$	—	$	10,805	$	(8)	$	118	$	10,915
Transactions with Comcast, net	—	—		—		—		(449)		—		—		(449)
Net income	—	—		—		—		367		—		—		367
Other comprehensive income	—	—		—		—		—		1		—		1
Balance as of March 31, 2025	—	$	—	$	—	$	—	$	10,723	$	(7)	$	119	$	10,835


	March 31, 2026
	(in millions)
Goodwill balance as of December 31, 2025	$	7,611
Acquisition	96
Goodwill balance as of March 31, 2026	$	7,707


	Currency Translation Adjustments		Cash Flow Hedges		Total AOCI
	(in millions)
Balance as of December 31, 2025	$	(7)	$	—	$	(7)
Accumulated other comprehensive income before reclasses, net of taxes	—		4		4
Reclasses from accumulated other comprehensive income, net of taxes	—		(1)		(1)
Balance as of March 31, 2026	$	(7)	$	3	$	(4)


	Three Months Ended March 31,
	2026	2025 (a)
	(in thousands)
Weighted-average number of common shares outstanding - basic (b)	143,378	144,169
Effect of dilutive securities	30	—
Weighted-average number of common shares outstanding - diluted (b)	143,409	144,169

Weighted average antidilutive securities	2,018	—


	RSUs			PSUs (a)
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Converted at Separation (b)	1,561,168	$	55.68	—	$	—
Granted	1,976,261	$	36.10	892,018	$	38.36
Vested	11,812	$	60.27	—	$	—
Forfeited	15,638	$	45.52	—	$	—
Outstanding - March 31, 2026	3,509,979	$	44.68	892,018	$	42.05


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

Basic earnings per common share attributable to Versant shareholders	$	1.99	$	2.55	(22.0)	%
Diluted earnings per common share attributable to Versant shareholders	$	1.99	$	2.55	(22.0)	%

Adjusted EBITDA(a)	$	704	$	757	(7.0)	%


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(a)
January 1-31, 2026	—	$	—	—	$	—
February 1-28, 2026	—	—		—	—
March 1-31, 2026	2,694,125	37.12		2,694,125	900,000,037
Total	2,694,125	$	37.12	2,694,125	$	900,000,037


		VERSANT MEDIA GROUP, INC.

Date: May 14, 2026	By:	/s/ Anand M. Kini
	Name:	Anand M. Kini
	Title:	Chief Financial Officer and Chief Operating Officer


Date:	May 14, 2026	By:	/s/ Mark Lazarus
			Mark Lazarus
			Chief Executive Officer


Date:	May 14, 2026	By:	/s/ Anand M. Kini
			Anand M. Kini
			Chief Financial Officer and Chief Operating Officer


Exhibit No.						Description
2.1						Separation and Distribution Agreement between Comcast Corporation and Versant Media Group, Inc., dated January 2, 2026 (incorporated by reference to Exhibit 2.1 to Versant’s Current Report on Form 8-K filed on January 5, 2026).
3.1						Amended and Restated Articles of Incorporation of Versant Media Group Inc. (incorporated by reference to Exhibit 3.1 to Versant’s Current Report on Form 8-K filed on January 5, 2026).
3.2						Amended and Restated Bylaws of Versant Media Group Inc. (incorporated by reference to Exhibit 3.2 to Versant’s Current Report on Form 8-K filed on January 7, 2026).
4.1						First Supplemental Indenture, dated January 2, 2026, among the Guarantors and Citibank N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to Versant’s Current Report on Form 8-K filed on January 5, 2026).
10.1						Transition Services Agreement between Comcast Corporation and Versant Media Group, Inc., dated January 2, 2026 (incorporated by reference to Exhibit 10.1 to Versant’s Current Report on Form 8-K filed on January 2, 2026).
10.2						Tax Matters Agreement between Comcast Corporation and Versant Media Group, Inc., dated January 2, 2026 (incorporated by reference to Exhibit 10.2 to Versant’s Current Report on Form 8-K filed on January 2, 2026).
10.3						Employee Matters Agreement between Comcast Corporation and Versant Media Group, Inc., dated January 2, 2026 (incorporated by reference to Exhibit 10.3 to Versant’s Current Report on Form 8-K filed on January 2, 2026).
10.4*						Versant Media Group, Inc. Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Versant’s Registration Statement on Form S-8, filed on January 9, 2026).
10.5*						Versant Media Group, Inc. Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.9 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.6*						Versant Media Group, Inc. Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.10 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.7*						Form of Non-Employee Director Restricted Stock Unit Award Agreement and Long-Term Incentive Awards Summary Schedule (incorporated by reference to Exhibit 10.11 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.8*						Form of Performance Stock Unit Agreement (Founders Award) and Long-Term Incentive Awards Summary Schedule (incorporated by reference to Exhibit 10.12 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.9*						Form of Restricted Stock Unit Agreement (Founders Award) and Long-Term Incentive Awards Summary Schedule (incorporated by reference to Exhibit 10.13 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.10*						Form of Performance Stock Unit Agreement and Long-Term Incentive Awards Summary Schedule (incorporated by reference to Exhibit 10.14 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.11*						Form of Restricted Stock Unit Agreement (Annual Award) and Long-Term Incentive Awards Summary Schedule (incorporated by reference to Exhibit 10.15 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.12*						Credit and Guaranty Agreement, dated January 2, 2026, among Versant Media Group, Inc., as borrower, certain subsidiary guarantors party thereto from time to time, the financial institutions party thereto, as lenders and issuing banks, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.4 to Versant’s Form 8-K filed on January 5, 2026).
31.1						Certification of the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of the Registrant’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



101						The following financial statements from Versant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission on May 14, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) the Condensed Consolidated and Combined Statements of Income; (2) the Condensed Consolidated and Combined Statements of Comprehensive Income; (3) the Condensed Consolidated and Combined Statements of Cash Flows; (4) the Condensed Consolidated and Combined Balance Sheets; (5) the Condensed Consolidated and Combined Statement of Changes in Equity; and (6) the Notes to the Condensed Consolidated and Combined Financial Statements.
104						Cover Page Interactive Data File (embedded within the iXBRL document)

*						Constitutes a management contract or compensatory plan or arrangement.