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(Commission File Number)
1-14880
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(IRS Employer Identification No.)
N/A
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o
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Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Part I. Item 1. Business;
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Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations;
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Part II. Item 8. Financial Statements and Supplementary Data; and
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Part IV. Item 15. Exhibits, Financial Statement Schedules (only as to the Auditors’ Report and Consolidated Financial Statements and Notes thereto which appear in a separate section beginning on page F-1 following Part IV (the index to our Consolidated Financial Statements is included in Item 15)).
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Date:
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October 15, 2018
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LIONS GATE ENTERTAINMENT CORP.
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/s/ James W. Barge
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James W. Barge
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Chief Financial Officer
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Form S-3
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Form S-8
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No. 333-225583
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No. 333-221609
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No. 333-222926
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No. 333-212792
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No. 333-208136
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No. 333-213945
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No. 333-207964
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No. 333-198972
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No. 333-203280
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No. 333-184186
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No. 333-202900
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No. 333-146296
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No. 333-176656
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No. 333-146251
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No. 333-144231
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No. 333-145068
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No. 333-131975
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No. 333-122275
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No. 333-111022
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No. 333-107266
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•
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Theatrical
. Theatrical revenues are derived from the domestic theatrical release of motion pictures licensed to theatrical exhibitors on a picture-by-picture basis (distributed by us directly in the United States and through a sub-distributor in Canada).
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•
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Home Entertainment
. Home entertainment revenues are derived from the sale or rental of our film productions and acquired or licensed films and certain television programs (including theatrical and direct-to-video releases) on packaged media and through digital media platforms. In addition, we have revenue sharing arrangements with certain digital media platforms which generally provide that, in exchange for a nominal or no upfront sales price, we share in the rental or sales revenues generated by the platform on a title-by-title basis.
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•
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Television
. Television revenues are primarily derived from the licensing of our theatrical productions and acquired films to the linear pay, basic cable and free television markets.
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•
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International
. International revenues are derived from the licensing from our international subsidiaries of our productions, acquired films, our catalog product and libraries of acquired titles to international distributors, on a territory-by-territory basis. International revenues also include revenues from the direct distribution of our productions, acquired films, and our catalog product and libraries of acquired titles in the United Kingdom
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•
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Other
. Other revenues are derived from, among others, our interactive ventures and games division, our global franchise management division (including location-based entertainment), the sales and licensing of music from the theatrical exhibition of our films and the television broadcast of our productions, and from the licensing of our film and television content to ancillary markets.
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•
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Domestic Television.
Domestic television revenues are derived from the licensing and syndication to domestic markets of scripted and unscripted series, television movies, mini-series and non-fiction programming.
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•
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International.
International revenues are derived from the licensing and syndication to international markets of scripted and unscripted series, television movies, mini-series and non-fiction programming.
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•
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Home Entertainment.
Home entertainment revenues are derived from the sale or rental of television production movies or series on packaged media and through digital media platforms.
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•
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Other
. Other revenues are derived from, among others, product integration in our television episodes and programs, the sales and licensing of music from the television broadcasts of our productions, and from the licensing of our television programs to ancillary markets.
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•
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Starz Networks.
Starz Networks’ revenues are derived from the distribution of our STARZ branded premium subscription video services pursuant to affiliation agreements with U.S. multichannel video programming distributors (“MVPDs”), including cable operators, satellite television providers and telecommunications companies and online video providers (collectively, “Distributors”), and on an over-the-top (“OTT”) basis.
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Streaming Services.
Streaming services revenues are derived from the Lionsgate legacy start-up direct to consumer streaming services on subscription video-on-demand (“SVOD”) platforms.
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•
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Negotiating co-financing development and co-production agreements (which provide for joint efforts and cost-sharing between us and one or more third-party companies);
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•
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Pre-licensing international distribution rights on a selective basis, including through international output agreements (which refers to licensing the rights to distribute a film in one or more media generally for a limited term, in one or more specific territories prior to completion of the film);
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•
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Structuring agreements that provide for participation by talent in the financial success of the motion picture in exchange for reducing guaranteed amounts that would be paid regardless of the film's success (referred to as “up-front payments”)
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•
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Utilizing governmental incentives, programs and other structures from state and foreign countries (which typically take the form of sales tax refunds, transferable tax credits, refundable tax credits, low interest loans, direct subsidies or cash rebates, calculated based on the amount of money spent in the particular jurisdiction in connection with the production).
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•
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Sixteen (16) films released through our Lionsgate and Summit Entertainment labels (including films developed and produced in-house, films co-developed and co-produced and films acquired from third parties);
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•
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Eight (8) films released through our Lionsgate Premiere label;
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•
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One (1) film released through Good Universe, a motion picture production and global sales company acquired in October 2017;
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•
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Five (5) films released through Pantelion Films, our joint venture with Grupo Televisa S.A.B.; and
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•
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Twelve (12) films released through our partnership with Roadside Attractions.
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Fiscal 2018
Theatrical Releases
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||
Title
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Release Date
|
Label/Partnership
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Tyler Perry’s Acrimony
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March 30, 2018
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Lionsgate
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Finding Your Feet
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March 30, 2018
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Roadside Attractions
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I Can Only Imagine
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March 16, 2018
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Roadside Attractions
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Monster Hunt 2
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February 16, 2018
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Lionsgate
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Early Man
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February 16, 2018
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Summit
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The Party
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February 16, 2018
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Roadside Attractions
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La Boda De Valentina
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February 9, 2018
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Pantelion Films
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Winchester
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February 2, 2018
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Lionsgate
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Forever My Girl
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January 19, 2018
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Roadside Attractions
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The Commuter
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January 12, 2018
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Lionsgate
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Acts of Violence*
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January 12, 2018
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Lionsgate Premiere
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El Condorito
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January 12, 2018
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Pantelion Films
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The Disaster Artist
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December 1, 2017
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Good Universe/A24
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Wonder
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November 17, 2017
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Lionsgate
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Cook Off!*
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November 17, 2017
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Lionsgate Premiere
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Last Flag Flying
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November 3, 2017
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Lionsgate
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Jigsaw
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October 27, 2017
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Lionsgate
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Tyler Perry’s Boo 2! A Madea Halloween
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October 20, 2017
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Lionsgate
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Wonderstruck
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October 20, 2017
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Roadside Attractions
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Leatherface
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October 20, 2017
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Lionsgate
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My Little Pony: The Movie
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October 6, 2017
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Lionsgate
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Stronger
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September 22, 2017
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Lionsgate/Roadside Attractions
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American Assassin
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September 15, 2017
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Lionsgate
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Rememory*
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September 8, 2017
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Lionsgate Premiere
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Unlocked*
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September 1, 2017
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Lionsgate Premiere
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Hazlo Como Hombre (Do It Like An Hombre)
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September 1, 2017
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Pantelion Films
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The Hitman’s Bodyguard
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August 18, 2017
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Summit
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The Glass Castle
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August 11, 2017
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Lionsgate
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The Only Living Boy In New York
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August 11, 2017
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Roadside Attractions
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First Kill*
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July 21, 2017
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Lionsgate Premiere
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Lady Macbeth
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July 14, 2017
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Roadside Attractions
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Inconceivable*
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June 30, 2017
|
Lionsgate Premiere
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The Big Sick
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June 23, 2017
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Lionsgate
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All Eyez on Me
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June 16, 2017
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Summit
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Beatriz at Dinner
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June 9, 2017
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Roadside Attractions
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3 Idiotas
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June 2, 2017
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Pantelion Films
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Black Butterfly*
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May 26, 2017
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Lionsgate Premiere
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The Wedding Plan
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May 12, 2017
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Roadside Attractions
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The Wall (2017)
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May 12, 2017
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Roadside Attractions
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How To Be A Latin Lover
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April 28, 2017
|
Pantelion Films
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Tommy’s Honour
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April 14, 2017
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Roadside Attractions
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Aftermath*
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April 7, 2017
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Lionsgate Premiere
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•
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In fiscal 2018, four (4) of our theatrical releases debuted at number one on DVD/Blu-ray -
La La Land
,
Power Rangers
(which held onto the number one spot for two (2) consecutive weeks),
Tyler Perry’s Boo 2! A Madea Halloween
, and
Wonder
(which held onto the number one spot for two (2) consecutive weeks).
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•
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In fiscal 2018, we shipped approximately 65 million DVD/Blu-ray finished units.
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In calendar 2017, we had an approximate 11% market share for home entertainment, making us the number five (5) studio in market share overall.
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•
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In calendar 2017, we a maintained a box office-to-home entertainment conversion rate of 18% above the industry average, leading all major studios. Box office-to-home entertainment conversion rate is calculated as the ratio of the total of both first cycle DVD release revenues and total digital platform revenues for a theatrical release compared to the total North American box-office revenues from such theatrical release.
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•
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In fiscal 2018, seven (7) our titles reached the number one ranking on the iTunes’ movie charts, which included
La La Land, John Wick: Chapter 2, The Big Sick, Wind River, Hitman’s Bodyguard, American Assassin,
and
Wonder
.
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•
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In fiscal 2018, five (5) titles we distribute debuted at the number one ranking on the Rentrak On-Demand charts, which included
La La Land, John Wick: Chapter 2, Hitman’s Bodyguard, Tyler Perry’s Boo 2! A Madea Halloween
and
Wonder
.
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•
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In fiscal 2018, four (4) of our other titles reached the number two ranking on the Rentrak On-Demand charts, which included
Patriots Day, Saban’s Power Rangers, Wind River
and
American Assassin
.
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•
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The licensing of rights in all media of our in-house feature film product and third party acquisitions on an output basis;
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•
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The licensing of rights in all media of our in-house product and third party acquisitions on a sales basis for non-output territories;
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•
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The licensing of third party feature films on an agency basis; and
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•
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Direct distribution of theatrical and/or ancillary rights licensing.
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•
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Australia/New Zealand;
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•
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Benelux (Belgium/Netherlands/Luxembourg);
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•
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Canada;
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•
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CIS (Commonwealth of Independent States);
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•
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Eastern Europe (Bulgaria, Check Republic, Hungary, Romania and Slovak Republic) ;
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•
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France;
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•
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Italy;
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•
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Middle East;
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•
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Poland;
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•
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Scandinavia;
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•
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Singapore; and
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•
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Spain.
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Fiscal 2018
Theatrical Releases - Lionsgate UK
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Title
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Release Date
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Production/ Acquisition
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My Generation
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March 14, 2018
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Acquisition
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Winchester
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February 2, 2018
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Acquisition
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Journey’s End
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February 2, 2018
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Acquisition
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Stronger
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December 8, 2017
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Production
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Wonder
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December 1, 2017
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Production
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Film Stars Don’t Die In Liverpool
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November 17, 2017
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Acquisition
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Only The Brave
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November 10, 2017
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Production
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Jigsaw
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October 26, 2017
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Production
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The Princess Bride (30
th
Anniversary)
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October 23, 2017
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Re-Release
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My Little Pony: The Movie
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October 20, 2017
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Production
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The Glass Castle
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October 6, 2017
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Production
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Maze
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September 22, 2017
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Acquisition
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American Assassin
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September 14, 2017
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Production
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Limehouse Golem
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September 1, 2017
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Acquisition
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The Hitman’s Bodyguard
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August 17, 2017
|
Acquisition
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Valerian and the City of a Thousand Planets
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August 2, 2017
|
Acquisition
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All Eyez On Me
|
June 30, 2017
|
Acquisition
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Churchill
|
June 16, 2017
|
Acquisition
|
My Name Is Lenny
|
June 9, 2017
|
Acquisition
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The Last Face
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May 12, 1017
|
Acquisition
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Unlocked
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May 5, 2017
|
Acquisition
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Their Finest
|
April 21, 2017
|
Acquisition
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The Autopsy of Jane Doe
|
March 31, 2017
|
Acquisition
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•
|
The
La La Land
live film-to-concert series, first launched at the Hollywood Bowl in May 2017, and currently on a worldwide tour in 25 major international countries;
|
•
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The opening of our first Lionsgate branded theme park zone in Motiongate Dubai in October 2017;
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•
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The opening of our first permanent horror attraction in Las Vegas, The Official Saw Escape Experience, and five seasonal horror activations at various parks around the world, including the Halloween Fright Nights at the Universal parks in the United States, in support of the theatrical release of
Jigsaw
.
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•
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Development of Lionsgate Entertainment World, an indoor theme park in Hengqin, China;
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•
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Development of Lionsgate Movie World, our first Lionsgate branded outdoor theme park in South Korea;
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•
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Development of Lionsgate Entertainment City, our smaller indoor branded entertainment centers in high traffic locations around the world such as New York and Madrid; and
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•
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Brand partnership activations supporting our theatrical releases thought the year.
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Fiscal 2018
Lionsgate - Scripted
|
|
Title
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Network
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Casual
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Hulu
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Dear White People
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Netflix
|
Dimension 404
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Hulu
|
Graves
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Epix
|
Greenleaf
|
Own
|
MacGyver
|
CBS
|
Manhunt
|
Discovery
|
Nashville
|
CMT
|
Nightcap
|
POP
|
Orange is the New Black
|
Netflix
|
The Royals
|
E!
|
Step Up
|
YouTube
|
White Famous
|
Showtime
|
Fiscal 2018
Lionsgate - Unscripted
|
|
Title
|
Network
|
Candy Crush
|
CBS
|
Checked Inn
|
OWN
|
Flea Market Flip
|
HGTV
|
The Joel McHale Show with Joel McHale
|
Netflix
|
Mad Dog Knives
|
Discovery
|
Model Squad
|
E!
|
Music City
|
CMT
|
On the Run Eating with N.O.R.E.
|
Complex
|
Revenge Body
|
E!
|
Very Superstitious
|
A&E
|
What the Fit
|
YouTube
|
Young Guns
|
Go 90
|
Fiscal 2018
Unscripted - Pilgrim Media Group
|
|
Title
|
Network
|
American Chopper
|
Discovery
|
Bring It
|
Lifetime
|
Days That Shaped America
|
History
|
Fast & Loud
|
Discovery
|
Fast & Loud Demo Theater
|
Discovery
|
Garage Rehab
|
Discovery
|
Ghost Brothers
|
Destination America
|
The Korean Crisis
|
History
|
Love at First Flight
|
FYI
|
Mega Race
|
Discovery
|
Misfits Garage
|
Discovery
|
My Big Fat Fab Life
|
TLC
|
Street Outlaws
|
Discovery
|
Street Outlaws Memphis
|
Discovery
|
Street Outlaws New Orleans
|
Discovery
|
Switching Gears
|
Discovery
|
Ultimate Fighter
|
FS1
|
Welcome to Sweetie Pies
|
OWN
|
Wicked Tuna
|
Nat Geo
|
Wicked Tuna OB
|
Nat Geo
|
Zombie House Flippers
|
A&E
|
Fiscal 2018
Syndication - Debmar-Mercury
|
|
Title
|
Network
|
Anger Management
|
Syndication
|
Are We There Yet
|
Syndication
|
Buzzr
|
Syndication
|
Celebrity Name Game
|
Syndication
|
Family Feud
|
Syndication
|
House of Payne
|
Syndication
|
Meet the Browns
|
Syndication
|
Tosh.O
|
Syndication
|
Wendy Williams
|
Syndication
|
Fiscal 2018
Television - Lionsgate UK
|
||
Title
|
Network
|
Partner(s)
|
Bigheads
|
ITV1
|
Primal Media
|
Damned
|
Channel 4
|
Channel 4, What Larks Productions
|
Motherland
|
BBC
|
BBC, Merman, Delightful
|
Release The Hounds
|
ITV2
|
Primal Media
|
The Wave
|
UKTV
|
Primal Media
|
•
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Is available on a wide array of platforms and devices;
|
•
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Includes on-demand streaming and downloadable access to our Starz Networks’ content in a single destination app;
|
•
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Offers instant access to approximately 7,500 selections each month (including original series and commercial free movies);
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•
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Is available for purchase as a standalone OTT service for $8.99/month; and
|
•
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Is available as an additional benefit to paying MVPD subscribers of the Starz Networks’ linear premium services.
|
Significant output programming agreements
|
|
Significant library programming agreements
|
||
Studio
|
Term
(1)
|
|
Studio
|
Term
|
Sony . . . . . . . . . . . . . . . . . . . . . . . . .
|
12/2021
|
|
Twentieth Century Fox . . . . . . . . . .
|
02/2019
|
|
|
|
Warner Bros. . . . . . . . . . . . . . . . . . .
|
06/2021
|
|
|
|
Sony Pictures . . . . . . . . . . . . . . . . . .
|
10/2021
|
|
|
|
Universal . . . . . . . . . . . . . . . . . . . . .
|
12/2021
|
|
|
|
Paramount . . . . . . . . . . . . . . . . . . .
|
10/2022
|
|
|
|
Miramax . . . . . . . . . . . . . . . . . . . . .
|
02/2023
|
|
|
|
MGM . . . . . . . . . . . . . . . . . . . . . . . .
|
04/2025
|
|
|
|
The Weinstein Company . . . . . . . . .
|
01/2026
|
|
|
|
Lionsgate . . . . . . . . . . . . . . . . . . . . .
|
05/2028
|
(1) Dates based on initial theatrical release.
|
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•
|
Outright ownership of the programming, in which case we wholly-own the series and receive all distribution and other rights to the content;
|
•
|
An exclusive U.S. pay television license and other distribution or ancillary rights covering specific territories for specified periods of time; or
|
•
|
An exclusive U.S. pay television license which provides for the programming to appear only on Starz Networks’ services for specified periods of time.
|
Title
|
|
America to Me
(documentary series)
|
10
|
American Gods
Season 2
|
8
|
Counterpart
Season 2
|
10
|
Howard’s End
(limited series)
|
4
|
TBD
(documentary series)
|
6
|
Now Apocalypse
Season 1
|
10
|
Outlander
Season 4
|
13
|
Power
Season 5
|
10
|
Spanish Princess
|
8
|
Sweetbitter
Season 1
|
6
|
Vida
Season 1
|
6
|
TBD scripted series
|
10
|
Warriors of Liberty City
(documentary series)
|
8
|
Wrong Man
(documentary series)
|
6
|
|
115
|
Title
|
Number of Episodes
|
American Gods
Season 1
|
8
|
Ash vs Evil Dead
Season 3
|
10
|
Counterpart
Season 1
|
10
|
Girlfriend Experience
Season 2
|
14
|
Outlander
Season 3
|
13
|
Power
Season 4
|
10
|
Survivor’s Remorse
Season 4
|
10
|
White Princess
|
8
|
|
83
|
•
|
Deliver engaging, brand building, premium original programming.
We believe this is the most effective path to building a differentiated STARZ brand, which resonates with our Distributors and subscribers. Targeting underserved audiences (e.g., African American, Latino, LGBTQIA, female) will continue to be a core pillar of our Starz Networks’ original programming content strategy. As a result, our subscribers will have a regular opportunity to see a new episode of a STARZ original series or a new season of an existing STARZ original series on its flagship STARZ service throughout the year.
|
•
|
Create compelling consumer offerings
. We intend to ensure that our Starz Networks’ services are available in formats and platforms that meet the needs of our Distributors as well as subscribers. We seek to monetize the digital rights we control for our Starz Networks’ exclusive original series and those under our programming licensing agreements with Hollywood studios by licensing the digital rights to Starz Networks’ services to our traditional distributors and online video providers as well as using these rights for the STARZ app.
|
•
|
Expand the STARZ brand and business in new international markets
. In addition to STARZ PLAY Arabia (see
Joint Ventures, Partnerships and Ownership Interests
below), we will continue to look for other opportunities in international markets (such as our exclusive, long term alliance with Bell Media to bring Starz to Canada) to enhance our Starz Networks' brand and ultimately grow this business.
|
|
PANTAYA, our joint venture with Hemisphere Media Group, is the first-ever premium streaming destination for world-class movies in Spanish offering the largest selection of current and classic, commercial-free blockbusters and critically acclaimed titles from Latin America and the U.S.
|
|
|
Tribeca Shortlist, our joint venture with Tribeca Enterprises, is a premium SVOD service that features a high-quality collection of handpicked films that are recommended by popular actors, directors, insiders and influencers who know and love movies, including major studio releases and independent studio gems, foreign film favorites and documentaries.
|
|
Atom Tickets
. In August 2014, we acquired an interest in Atom Tickets, a first-of-its-kind mobile movie-ticketing platform.
|
|
|
Celestial Tiger Entertainment
. In January 2012, we formed Celestial Tiger Entertainment, a joint venture with Saban Capital Group, Inc. and Celestial Pictures, a company wholly-owned by Astro Overseas Limited. Celestial Tiger Entertainment is a leading independent media company dedicated to entertaining audiences in Asia and beyond that creates and distributes branded pay television channels and services targeted at Asian consumers.
|
|
|
Elevation Sales
. In 2007, Lionsgate UK acquired an interest in Elevation Sales, a film sales and distribution company in the UK.
|
|
Globalgate Entertainment
. In May 2016, we partnered with international entertainment executives Paul Presburger, William Pfeiffer and Clifford Werber to launch Globalgate Entertainment. Globalgate, who has built a consortium of international distributors, sources and curates remakes and original intellectual property and co-finances mainstream, wide-release local-language films in key international territories.
|
|
|
Immortals
. In January 2017, we acquired an interest in Immortals, an eSports franchise.
|
|
|
Kindle Entertainment
. In December 2015, Lionsgate UK acquired an interest in UK television and film production company Kindle Entertainment.
|
|
|
Laugh Out Loud.
In March 2016, we entered into a partnership with Kevin Hart and Hartbeat Digital to launch Laugh Out Loud, a comedy brand and multi-platform network that serves as the exclusive home for all content created by Kevin Hart.
|
|
|
Next Games.
In July 2014, we entered into a strategic partnership and acquired an interest in Next Games, a mobile game developer and publisher specializing in service-based games based on entertainment franchises, such as movies, television series or books.
|
|
|
Pantelion Films.
In September 2010, we launched Pantelion Films, a joint venture with Videocine, an affiliate of Televisa, which produces, acquires and distributes a slate of English and Spanish language feature films that target Hispanic moviegoers in the U.S.
|
|
|
Pilgrim Media Group.
In November 2015, we acquired an interest in Craig Piligian’s Pilgrim Media Group, which boasts an unscripted programming slate with more than 20 programs in production and over 40 projects in active development.
|
|
Pop.
Entered into in March 2013, Pop is our joint venture with CBS Corporation. The partnership combines CBS’s programming, production and marketing assets with Lionsgate’s resources in motion pictures, television and digitally delivered content.
|
|
|
Potboiler Television.
In December 2016, Lionsgate UK acquired an interest in Potboiler Television, a UK television drama company that develops and produces thought-provoking and entertaining films and television dramas, stories which have meaning, resonance, integrity and heart.
|
|
|
Primal Media.
In July 2016, Lionsgate UK acquired an interest in Primal Media, a production company that develops and produces unscripted programs in the UK, and works with Lionsgate's alternative programming team in the U.S. to produce U.S. formats for the UK market.
|
|
|
Roadside Attractions.
In July 2007, we acquired an interest in Roadside Attractions, an independent theatrical distribution company.
|
|
|
STARZ PLAY Arabia
. Launched in 2015, STARZ PLAY Arabia is a personalized OTT entertainment service that operates in 19 Middle East/North African countries. STARZ PLAY Arabia offers a deep selection of Hollywood movies and television series with English, Arabic and French language options, along with local Arabic and Bollywood content.
|
|
|
Telltale Games
. In February 2015, we acquired an interest in Telltale Games,
an award-winning independent developer and publisher of digital entertainment.
|
•
|
Provide diverse activities intended to appeal to a broad range of interests, including: literacy, elderly visits, food banks, animal interactions, disaster relief, community relations, environmental activities, health/fitness, cancer awareness and charitable fundraising.
|
•
|
Partner with leading organizations with expertise in these areas.
|
•
|
Create an effective and influential impact through human contact.
|
•
|
Share time and experience, not just among Lionsgate employees, but with the greater community as well.
|
•
|
Lionsgate Multicultural Group engages in third party partnerships that promote diversity, equity and inclusion within the Company and the industry, allowing for an exchange of ideas and resources that contribute to overall innovation.
|
•
|
Lionsgate Pride supports, develops and inspires future LGBTQ leaders within the Company and the industry.
|
•
|
Lionsgate Vets creates a community of veterans and their supporters working together to enhance veteran presence and engage the industry from the unique perspective of a military background.
|
•
|
Lionsgate Women’s Empowerment Group creates a community that improves the prominence of female leaders and empowers women at all levels within the Company and the industry.
|
•
|
Theatrical.
Theatrical revenues are derived from the domestic theatrical release of motion pictures licensed to theatrical exhibitors on a picture-by-picture basis (distributed by us directly in the U.S. and through a sub-distributor in Canada). The revenues from Canada are reported net of distribution fees and release expenses of the Canadian sub-distributor. The financial terms that we negotiate with our theatrical exhibitors in the U.S. generally provide that we receive a percentage of the box office results and are negotiated on a picture-by-picture basis.
|
•
|
Home Entertainment.
Home entertainment revenues are derived from the sale or rental of our film productions and acquired or licensed films and certain television programs (including theatrical and direct-to-video releases) on packaged media and through digital media platforms. In addition, we have revenue sharing arrangements with certain digital media platforms which generally provide that, in exchange for a nominal or no upfront sales price, we share in the rental or sales revenues generated by the platform on a title-by-title basis.
|
•
|
Television.
Television revenues are primarily derived from the licensing of our theatrical productions and acquired films to the linear pay, basic cable and free television markets.
|
•
|
International.
International revenues are derived from the licensing from our international subsidiaries of our productions, acquired films, our catalog product and libraries of acquired titles to international distributors, on a territory-by-territory basis. International revenues also include revenues from the direct distribution of our productions, acquired films, and our catalog product and libraries of acquired titles in the United Kingdom.
|
•
|
Other.
Other revenues are derived from, among others, our interactive ventures and games division, our global franchise management and strategic partnerships division (which includes location-based entertainment), the sales and licensing of music from the theatrical exhibition of our films and the television broadcast of our productions, and from the licensing of our film and television content to ancillary markets.
|
•
|
Domestic Television.
Domestic television revenues are derived from the licensing and syndication to domestic markets of scripted and unscripted series, television movies, mini-series and non-fiction programming.
|
•
|
International.
International revenues are derived from the licensing and syndication to international markets of scripted and unscripted series, television movies, mini-series and non-fiction programming.
|
•
|
Home Entertainment.
Home entertainment revenues are derived from the sale or rental of television production movies or series on packaged media and through digital media platforms.
|
•
|
Other.
Other revenues are derived from, among others, product integration in our television episodes and programs, the sales and licensing of music from the television broadcasts of our productions, and from the licensing of our television programs to ancillary markets.
|
•
|
Starz Networks.
Starz Networks’ revenues are derived from the distribution of our STARZ branded premium subscription video services pursuant to affiliation agreements with U.S. multichannel video programming distributors (“MVPDs”), including cable operators, satellite television providers and telecommunications companies, and over-the-top ("OTT") providers (collectively, “Distributors”), and on a direct-to-consumer basis. Starz Networks’ revenue is recognized in the period during which programming is provided, either: (i) based solely on the total number of subscribers who receive our services multiplied by rates specified in the affiliation agreements; (ii) based on amounts or rates specified in the affiliation agreements which are not tied solely to the total number of subscribers who receive our services, or (iii) the total number of subscribers who receive our direct-to-consumer service multiplied by the applicable retail rate.
|
•
|
Streaming Services.
Streaming services revenues are derived from the Lionsgate legacy start-up direct to consumer streaming services on subscription video-on-demand ("SVOD") platforms.
|
|
Year Ended
|
|
|
|||||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|||||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Motion Pictures
|
$
|
1,822.1
|
|
|
$
|
1,920.6
|
|
|
$
|
(98.5
|
)
|
|
(5.1
|
)%
|
Television Production
|
1,033.2
|
|
|
892.8
|
|
|
140.4
|
|
|
15.7
|
%
|
|||
Media Networks
|
1,411.2
|
|
|
426.3
|
|
|
984.9
|
|
|
nm
|
|
|||
Intersegment eliminations
|
(137.4
|
)
|
|
(38.2
|
)
|
|
(99.2
|
)
|
|
nm
|
|
|||
Total revenues
|
4,129.1
|
|
|
3,201.5
|
|
|
927.6
|
|
|
29.0
|
%
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Direct operating
|
2,309.6
|
|
|
1,903.8
|
|
|
405.8
|
|
|
21.3
|
%
|
|||
Distribution and marketing
|
897.6
|
|
|
806.8
|
|
|
90.8
|
|
|
11.3
|
%
|
|||
General and administration
|
454.4
|
|
|
355.4
|
|
|
99.0
|
|
|
27.9
|
%
|
|||
Depreciation and amortization
|
159.0
|
|
|
63.1
|
|
|
95.9
|
|
|
152.0
|
%
|
|||
Restructuring and other
|
59.8
|
|
|
88.7
|
|
|
(28.9
|
)
|
|
(32.6
|
)%
|
|||
Total expenses
|
3,880.4
|
|
|
3,217.8
|
|
|
662.6
|
|
|
20.6
|
%
|
|||
Operating income (loss)
|
248.7
|
|
|
(16.3
|
)
|
|
265.0
|
|
|
nm
|
|
|||
Interest expense
|
(193.7
|
)
|
|
(115.2
|
)
|
|
(78.5
|
)
|
|
68.1
|
%
|
|||
Interest and other income
|
10.4
|
|
|
6.4
|
|
|
4.0
|
|
|
62.5
|
%
|
|||
Loss on extinguishment of debt
|
(35.7
|
)
|
|
(40.4
|
)
|
|
4.7
|
|
|
(11.6
|
)%
|
|||
Gain on sale of equity interest in EPIX
|
201.0
|
|
|
—
|
|
|
201.0
|
|
|
nm
|
|
|||
Gain on Starz investment
|
—
|
|
|
20.4
|
|
|
(20.4
|
)
|
|
nm
|
|
|||
Impairment of long-term investments and other assets
|
(29.2
|
)
|
|
—
|
|
|
(29.2
|
)
|
|
nm
|
|
|||
Equity interests income (loss)
|
(52.8
|
)
|
|
10.7
|
|
|
(63.5
|
)
|
|
nm
|
|
|||
Income (loss) before income taxes
|
148.7
|
|
|
(134.4
|
)
|
|
283.1
|
|
|
nm
|
|
|||
Income tax benefit
|
319.4
|
|
|
148.9
|
|
|
170.5
|
|
|
114.5
|
%
|
|||
Net income
|
468.1
|
|
|
14.5
|
|
|
453.6
|
|
|
nm
|
|
|||
Less: Net loss attributable to noncontrolling interest
|
5.5
|
|
|
0.3
|
|
|
5.2
|
|
|
nm
|
|
|||
Net income attributable to Lions Gate Entertainment Corp. shareholders
|
$
|
473.6
|
|
|
$
|
14.8
|
|
|
$
|
458.8
|
|
|
nm
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
|
|
|
(Amounts in millions)
|
|
|
|||||||||
Home Entertainment Revenue
|
|
|
|
|
|
|
|
|||||||
Motion Pictures
|
$
|
774.0
|
|
|
$
|
707.7
|
|
|
$
|
66.3
|
|
|
9.4
|
%
|
Television Production
|
107.5
|
|
|
56.4
|
|
|
51.1
|
|
|
90.6
|
%
|
|||
Media Networks
|
6.5
|
|
|
8.5
|
|
|
(2.0
|
)
|
|
(23.5
|
)%
|
|||
|
$
|
888.0
|
|
|
$
|
772.6
|
|
|
$
|
115.4
|
|
|
14.9
|
%
|
|
Year Ended March 31,
|
|
|
|||||||||||||||||
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|||||||||||||||
|
Amount
|
|
% of Segment Revenues
|
|
Amount
|
|
% of Segment Revenues
|
|
Amount
|
|
Percent
|
|||||||||
|
(Amounts in millions)
|
|
|
|||||||||||||||||
Direct operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Motion Pictures
|
$
|
977.8
|
|
|
53.7
|
%
|
|
$
|
976.4
|
|
|
50.8
|
%
|
|
$
|
1.4
|
|
|
0.1
|
%
|
Television Production
|
842.2
|
|
|
81.5
|
|
|
749.8
|
|
|
84.0
|
|
|
92.4
|
|
|
12.3
|
%
|
|||
Media Networks
|
575.9
|
|
|
40.8
|
|
|
186.6
|
|
|
43.8
|
|
|
389.3
|
|
|
208.6
|
%
|
|||
Other
|
45.6
|
|
|
nm
|
|
|
18.8
|
|
|
nm
|
|
|
26.8
|
|
|
142.6
|
%
|
|||
Intersegment eliminations
|
(131.9
|
)
|
|
nm
|
|
|
(27.8
|
)
|
|
nm
|
|
|
(104.1
|
)
|
|
nm
|
|
|||
|
$
|
2,309.6
|
|
|
55.9
|
%
|
|
$
|
1,903.8
|
|
|
59.5
|
%
|
|
$
|
405.8
|
|
|
21.3
|
%
|
|
Year Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|||||||||||
Distribution and marketing expenses
|
|
|
|
|
|
|
|
|||||||
Motion Pictures
|
$
|
551.7
|
|
|
$
|
706.4
|
|
|
$
|
(154.7
|
)
|
|
(21.9
|
)%
|
Television Production
|
39.7
|
|
|
35.6
|
|
|
4.1
|
|
|
11.5
|
%
|
|||
Media Networks
|
305.3
|
|
|
64.4
|
|
|
240.9
|
|
|
nm
|
|
|||
Other
|
0.9
|
|
|
0.4
|
|
|
0.5
|
|
|
nm
|
|
|||
|
$
|
897.6
|
|
|
$
|
806.8
|
|
|
$
|
90.8
|
|
|
11.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
U.S. theatrical P&A expense included in Motion Pictures distribution and marketing expense
|
$
|
319.1
|
|
|
$
|
474.5
|
|
|
$
|
(155.4
|
)
|
|
(32.8
|
)%
|
|
Year Ended
|
|
|
|
|
|
|
|||||||||||
|
March 31,
|
|
|
|
Increase (Decrease)
|
|||||||||||||
|
2018
|
|
% of Revenues
|
|
2017
|
% of Revenues
|
|
Amount
|
|
Percent
|
||||||||
|
(Amounts in millions)
|
|||||||||||||||||
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Motion Pictures
|
$
|
113.2
|
|
|
|
|
$
|
105.3
|
|
|
|
|
$
|
7.9
|
|
|
7.5
|
%
|
Television Production
|
40.3
|
|
|
|
|
32.1
|
|
|
|
|
8.2
|
|
|
25.5
|
%
|
|||
Media Networks
|
100.9
|
|
|
|
|
45.0
|
|
|
|
|
55.9
|
|
|
nm
|
|
|||
Corporate
|
110.3
|
|
|
|
|
92.5
|
|
|
|
|
17.8
|
|
|
19.2
|
%
|
|||
|
364.7
|
|
|
8.8%
|
|
274.9
|
|
|
8.6%
|
|
89.8
|
|
|
32.7
|
%
|
|||
Share-based compensation expense
|
83.6
|
|
|
|
|
75.5
|
|
|
|
|
8.1
|
|
|
10.7
|
%
|
|||
Purchase accounting and related adjustments
|
6.1
|
|
|
|
|
5.0
|
|
|
|
|
1.1
|
|
|
22.0
|
%
|
|||
Total general and administrative expenses
|
$
|
454.4
|
|
|
11.0%
|
|
$
|
355.4
|
|
|
11.1%
|
|
$
|
99.0
|
|
|
27.9
|
%
|
|
Year Ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts in millions)
|
||||||
Share-based compensation expense by expense category
|
|
|
|
||||
Other general and administrative expense
|
$
|
83.6
|
|
|
$
|
75.5
|
|
Restructuring and other
(1)
|
2.9
|
|
|
2.4
|
|
||
Direct operating expense
|
1.1
|
|
|
1.2
|
|
||
Distribution and marketing expense
|
0.9
|
|
|
0.4
|
|
||
Total share-based compensation expense
|
$
|
88.5
|
|
|
$
|
79.5
|
|
|
Year Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|||||||||||
Restructuring and other:
|
|
|
|
|
|
|
|
|||||||
Severance
(1)
|
|
|
|
|
|
|
|
|||||||
Cash
|
$
|
21.5
|
|
|
$
|
26.7
|
|
|
$
|
(5.2
|
)
|
|
(19.5
|
)%
|
Accelerated vesting on equity awards (see Note 12)
|
2.9
|
|
|
2.4
|
|
|
0.5
|
|
|
20.8
|
%
|
|||
Total severance costs
|
24.4
|
|
|
29.1
|
|
|
(4.7
|
)
|
|
(16.2
|
)%
|
|||
Transaction and related costs
(2)
|
22.2
|
|
|
59.6
|
|
|
(37.4
|
)
|
|
(62.8
|
)%
|
|||
Development expense
(3)
|
13.2
|
|
|
—
|
|
|
13.2
|
|
|
nm
|
|
|||
|
$
|
59.8
|
|
|
$
|
88.7
|
|
|
$
|
(28.9
|
)
|
|
(32.6
|
)%
|
(1)
|
Severance costs in the fiscal year ended March 31, 2018 were primarily related to the restructuring of the Motion Pictures business in connection with the acquisition of Good Universe and additional workforce reductions in connection with the Starz Merger. Severance costs in the fiscal year ended March 31, 2017 were primarily related to workforce reductions for redundancies in connection with the Starz Merger.
|
(2)
|
Transaction and related costs in the fiscal years ended March 31, 2018 and 2017 reflect transaction, integration and legal costs incurred associated with certain strategic transactions. In fiscal 2018, these costs were primarily related to the the sale of EPIX (see
Note 5
to our consolidated financial statements), the Starz Merger, legal fees associated with the Starz class action lawsuits and certain other legal matters. In fiscal 2017, these costs were primarily related to the Starz Merger, the legal fees associated with the Starz class action lawsuits, and an arbitration award of
$5.8 million
and related legal expenses.
|
(3)
|
Development expense in the fiscal year ended March 31, 2018 represents write-downs resulting from the restructuring of the Motion Pictures business in connection with the acquisition of Good Universe and new management's decisions around the creative direction on certain development projects which were abandoned in the fiscal year.
|
|
Year Ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts in millions)
|
||||||
Interest Expense
|
|
|
|
||||
Cash Based:
|
|
|
|
||||
Revolving credit facility
(1)
|
$
|
3.9
|
|
|
$
|
9.6
|
|
Term Loan A
(1)
|
32.8
|
|
|
10.3
|
|
||
Term Loan B
(1)
|
45.6
|
|
|
22.3
|
|
||
5.875% Senior Notes
|
30.7
|
|
|
13.1
|
|
||
5.25% Senior Notes
|
—
|
|
|
8.1
|
|
||
Term Loan Due 2022
|
—
|
|
|
14.1
|
|
||
Other
|
9.9
|
|
|
9.3
|
|
||
|
122.9
|
|
|
86.8
|
|
||
Amortization of debt discount and financing costs
|
14.3
|
|
|
12.9
|
|
||
|
137.2
|
|
|
99.7
|
|
||
Interest on dissenting shareholders' liability
(2)
|
56.5
|
|
|
15.5
|
|
||
Total interest expense
|
$
|
193.7
|
|
|
$
|
115.2
|
|
(1)
|
See
Note 7
to our consolidated financial statements for further description of our debt transactions.
|
(2)
|
Represents interest accrued in connection with the dissenting shareholders' liability associated with the Starz Merger. See
Note 2
to our consolidated financial statements.
|
|
March 31, 2018
|
|
Year Ended
|
||||||
|
|
March 31,
|
|||||||
|
Ownership Percentage
|
|
2018
|
|
2017
|
||||
|
|
|
(Amounts in millions)
|
||||||
EPIX
(1)(2)
|
n/a
(1)
|
|
$
|
4.0
|
|
|
$
|
31.0
|
|
Pop
(2)
|
50.0%
|
|
(9.0
|
)
|
|
(6.9
|
)
|
||
Other
(3)
|
Various
|
|
(47.8
|
)
|
|
(13.4
|
)
|
||
|
|
|
$
|
(52.8
|
)
|
|
$
|
10.7
|
|
(1)
|
In May 2017, we sold all of our 31.15% equity interest in EPIX to MGM (see
Note 5
to our consolidated financial statements).
|
(2)
|
We license certain of our theatrical releases and other films and television programs to EPIX and Pop. A portion of the profits of these licenses reflecting our ownership share in the venture is eliminated through an adjustment to the equity interest income (loss) of Pop and EPIX (through the date of sale of our ownership interest of May 11, 2017). These profits are recognized as they are realized by the venture (see
Note 5
to our consolidated financial statements).
|
(3)
|
Other primarily consists of equity interest losses from our equity method interests in Laugh Out Loud, Playco, Atom Tickets and Defy Media Group in fiscal 2018, compared to equity interest losses from our equity method interest in Atom Tickets and Playco in fiscal 2017.
|
|
Year Ended
|
|
|
|||||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|
|
|||||||||
Motion Pictures Segment:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
1,822.1
|
|
|
$
|
1,920.6
|
|
|
$
|
(98.5
|
)
|
|
(5.1
|
)%
|
Expenses:
|
|
|
|
|
|
|
|
|||||||
Direct operating expense
|
977.8
|
|
|
976.4
|
|
|
1.4
|
|
|
0.1
|
%
|
|||
Distribution & marketing expense
|
551.7
|
|
|
706.4
|
|
|
(154.7
|
)
|
|
(21.9
|
)%
|
|||
Gross contribution
|
292.6
|
|
|
237.8
|
|
|
54.8
|
|
|
23.0
|
%
|
|||
General and administrative expenses
|
113.2
|
|
|
105.3
|
|
|
7.9
|
|
|
7.5
|
%
|
|||
Segment profit
|
$
|
179.4
|
|
|
$
|
132.5
|
|
|
$
|
46.9
|
|
|
35.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
U.S. theatrical P&A expense included in distribution and marketing expense
|
$
|
319.1
|
|
|
$
|
474.5
|
|
|
$
|
(155.4
|
)
|
|
(32.8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Direct operating expense as a percentage of revenue
|
53.7
|
%
|
|
50.8
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Gross contribution as a percentage of revenue
|
16.1
|
%
|
|
12.4
|
%
|
|
|
|
|
|
Year Ended March 31,
|
|
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Total Increase (Decrease)
|
||||||||||||||||||||||
|
Feature Film
(1)
|
|
Other Than Feature Film
(2)
|
|
Total
|
|
Feature Film
(1)
|
|
Other Than Feature Film
(2)
|
|
Total
|
|
|||||||||||||||
|
|
|
|
|
(Amounts in millions)
|
|
|
|
|
|
|
||||||||||||||||
Motion Pictures Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Theatrical
|
$
|
238.5
|
|
|
$
|
42.9
|
|
|
$
|
281.4
|
|
|
$
|
353.7
|
|
|
$
|
17.6
|
|
|
$
|
371.3
|
|
|
$
|
(89.9
|
)
|
Home Entertainment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Packaged Media
|
213.4
|
|
|
186.9
|
|
|
400.3
|
|
|
247.0
|
|
|
156.8
|
|
|
403.8
|
|
|
(3.5
|
)
|
|||||||
Digital Media
(3)
|
206.1
|
|
|
167.6
|
|
|
373.7
|
|
|
192.7
|
|
|
111.2
|
|
|
303.9
|
|
|
69.8
|
|
|||||||
Total Home Entertainment
|
419.5
|
|
|
354.5
|
|
|
774.0
|
|
|
439.7
|
|
|
268.0
|
|
|
707.7
|
|
|
66.3
|
|
|||||||
Television
|
220.2
|
|
|
58.3
|
|
|
278.5
|
|
|
238.7
|
|
|
40.4
|
|
|
279.1
|
|
|
(0.6
|
)
|
|||||||
International
|
356.2
|
|
|
100.5
|
|
|
456.7
|
|
|
439.7
|
|
|
94.1
|
|
|
533.8
|
|
|
(77.1
|
)
|
|||||||
Other
|
24.1
|
|
|
7.4
|
|
|
31.5
|
|
|
18.2
|
|
|
10.5
|
|
|
28.7
|
|
|
2.8
|
|
|||||||
|
$
|
1,258.5
|
|
|
$
|
563.6
|
|
|
$
|
1,822.1
|
|
|
$
|
1,490.0
|
|
|
$
|
430.6
|
|
|
$
|
1,920.6
|
|
|
$
|
(98.5
|
)
|
(1)
|
Feature Film:
Includes theatrical releases through our Lionsgate and Summit Entertainment film labels, which includes films developed and produced in-house, films co-developed and co-produced and films acquired from third parties.
|
(2)
|
Other Than Feature Film:
Includes Managed Brands, which represents direct-to-DVD motion pictures, acquired and licensed brands, third-party library product and ancillary-driven platform theatrical releases through our specialty films distribution labels including Lionsgate Premiere, through CodeBlack Films, and with our equity method investee, Roadside Attractions. This category also includes certain specialty theatrical releases with our equity method investee, Pantelion Films, and other titles.
|
(3)
|
Digital Media Revenue:
Consists of revenues generated from pay-per-view and video-on-demand platforms, EST, and digital rental.
|
|
Year Ended
|
|
|
|||||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|
|
|||||||||
Television Production Segment:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
1,033.2
|
|
|
$
|
892.8
|
|
|
$
|
140.4
|
|
|
15.7
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|||||||
Direct operating expense
|
842.2
|
|
|
749.8
|
|
|
92.4
|
|
|
12.3
|
%
|
|||
Distribution & marketing expense
|
39.7
|
|
|
35.6
|
|
|
4.1
|
|
|
11.5
|
%
|
|||
Gross contribution
|
151.3
|
|
|
107.4
|
|
|
43.9
|
|
|
40.9
|
%
|
|||
General and administrative expenses
|
40.3
|
|
|
32.1
|
|
|
8.2
|
|
|
25.5
|
%
|
|||
Segment profit
|
$
|
111.0
|
|
|
$
|
75.3
|
|
|
$
|
35.7
|
|
|
47.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
Direct operating expense as a percentage of revenue
|
81.5
|
%
|
|
84.0
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Gross contribution as a percentage of revenue
|
14.6
|
%
|
|
12.0
|
%
|
|
|
|
|
|
Year Ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts in millions)
|
||||||
Media Networks Segment:
|
|
|
|
||||
Revenue
|
$
|
1,411.2
|
|
|
$
|
426.3
|
|
Expenses:
|
|
|
|
||||
Direct operating expense
|
575.9
|
|
|
186.6
|
|
||
Distribution & marketing expense
|
305.3
|
|
|
64.4
|
|
||
Gross contribution
|
530.0
|
|
|
175.3
|
|
||
General and administrative expenses
|
100.9
|
|
|
45.0
|
|
||
Segment profit
|
$
|
429.1
|
|
|
$
|
130.3
|
|
|
|
|
|
||||
Direct operating expense as a percentage of revenue
|
40.8
|
%
|
|
43.8
|
%
|
||
|
|
|
|
||||
Gross contribution as a percentage of revenue
|
37.6
|
%
|
|
41.1
|
%
|
|
Year Ended
|
|
|
|||||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|
|
|||||||||
Segment Revenue:
|
|
|
|
|
|
|
|
|||||||
Starz Networks
|
$
|
1,404.1
|
|
|
$
|
423.4
|
|
|
$
|
980.7
|
|
|
nm
|
|
Streaming Services
|
7.1
|
|
|
2.9
|
|
|
4.2
|
|
|
144.8
|
%
|
|||
|
$
|
1,411.2
|
|
|
$
|
426.3
|
|
|
$
|
984.9
|
|
|
nm
|
|
Segment Profit:
|
|
|
|
|
|
|
|
|||||||
Starz Networks
|
$
|
468.0
|
|
|
$
|
165.9
|
|
|
$
|
302.1
|
|
|
nm
|
|
Streaming Services
|
(38.9
|
)
|
|
(35.5
|
)
|
|
(3.4
|
)
|
|
9.6
|
%
|
|||
|
$
|
429.1
|
|
|
$
|
130.4
|
|
|
$
|
298.7
|
|
|
229.1
|
%
|
|
March 31,
|
|
March 31,
|
||
|
2018
|
|
2017
|
||
|
(Amounts in millions)
|
||||
Period End Subscriptions:
|
|
|
|
||
STARZ
|
23.5
|
|
|
24.2
|
|
|
Year Ended
|
|
|
|||||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|
|
|||||||||
Media Networks Segment:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
1,411.2
|
|
|
$
|
1,377.7
|
|
|
$
|
33.5
|
|
|
2.4
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|||||||
Direct operating expense
|
575.9
|
|
|
632.4
|
|
|
(56.5
|
)
|
|
(8.9
|
)%
|
|||
Distribution & marketing expense
|
305.3
|
|
|
184.6
|
|
|
120.7
|
|
|
65.4
|
%
|
|||
Gross contribution
|
530.0
|
|
|
560.7
|
|
|
(30.7
|
)
|
|
(5.5
|
)%
|
|||
General and administrative expenses
|
100.9
|
|
|
122.5
|
|
|
(21.6
|
)
|
|
(17.6
|
)%
|
|||
Segment profit
|
$
|
429.1
|
|
|
$
|
438.2
|
|
|
$
|
(9.1
|
)
|
|
(2.1
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Direct operating expense as a percentage of revenue
|
40.8
|
%
|
|
45.9
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Gross contribution as a percentage of revenue
|
37.6
|
%
|
|
40.7
|
%
|
|
|
|
|
|
Year Ended
|
|
|
|||||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|
|
|||||||||
Segment Revenue:
|
|
|
|
|
|
|
|
|||||||
Starz Networks
|
$
|
1,404.1
|
|
|
$
|
1,374.8
|
|
|
$
|
29.3
|
|
|
2.1
|
%
|
Streaming Services
|
7.1
|
|
|
2.9
|
|
|
4.2
|
|
|
144.8
|
%
|
|||
|
$
|
1,411.2
|
|
|
$
|
1,377.7
|
|
|
$
|
33.5
|
|
|
2.4
|
%
|
Segment Profit:
|
|
|
|
|
|
|
|
|||||||
Starz Networks
|
$
|
468.0
|
|
|
$
|
473.7
|
|
|
$
|
(5.7
|
)
|
|
(1.2
|
)%
|
Streaming Services
|
(38.9
|
)
|
|
(35.5
|
)
|
|
(3.4
|
)
|
|
9.6
|
%
|
|||
|
$
|
429.1
|
|
|
$
|
438.2
|
|
|
$
|
(9.1
|
)
|
|
(2.1
|
)%
|
|
Year Ended
|
|
|
|||||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|||||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Motion Pictures
|
$
|
1,920.6
|
|
|
$
|
1,677.4
|
|
|
$
|
243.2
|
|
|
14.5
|
%
|
Television Production
|
892.8
|
|
|
669.9
|
|
|
222.9
|
|
|
33.3
|
%
|
|||
Media Networks
|
426.3
|
|
|
0.1
|
|
|
426.2
|
|
|
nm
|
|
|||
Intersegment eliminations
|
(38.2
|
)
|
|
—
|
|
|
(38.2
|
)
|
|
nm
|
|
|||
Total revenues
|
3,201.5
|
|
|
2,347.4
|
|
|
854.1
|
|
|
36.4
|
%
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Direct operating
|
1,903.8
|
|
|
1,415.3
|
|
|
488.5
|
|
|
34.5
|
%
|
|||
Distribution and marketing
|
806.8
|
|
|
661.8
|
|
|
145.0
|
|
|
21.9
|
%
|
|||
General and administration
|
355.4
|
|
|
262.4
|
|
|
93.0
|
|
|
35.4
|
%
|
|||
Depreciation and amortization
|
63.1
|
|
|
13.1
|
|
|
50.0
|
|
|
381.7
|
%
|
|||
Restructuring and other
|
88.7
|
|
|
19.8
|
|
|
68.9
|
|
|
348.0
|
%
|
|||
Total expenses
|
3,217.8
|
|
|
2,372.4
|
|
|
845.4
|
|
|
35.6
|
%
|
|||
Operating loss
|
(16.3
|
)
|
|
(25.0
|
)
|
|
8.7
|
|
|
nm
|
|
|||
Interest expense
|
(115.2
|
)
|
|
(54.9
|
)
|
|
(60.3
|
)
|
|
109.8
|
%
|
|||
Interest and other income
|
6.4
|
|
|
1.9
|
|
|
4.5
|
|
|
236.8
|
%
|
|||
Loss on extinguishment of debt
|
(40.4
|
)
|
|
—
|
|
|
(40.4
|
)
|
|
nm
|
|
|||
Gain on Starz investment
|
20.4
|
|
|
—
|
|
|
20.4
|
|
|
nm
|
|
|||
Equity interests income
|
10.7
|
|
|
44.2
|
|
|
(33.5
|
)
|
|
(75.8
|
)%
|
|||
Loss before income taxes
|
(134.4
|
)
|
|
(33.8
|
)
|
|
(100.6
|
)
|
|
297.6
|
%
|
|||
Income tax benefit (provision)
|
148.9
|
|
|
76.5
|
|
|
72.4
|
|
|
94.6
|
%
|
|||
Net income
|
14.5
|
|
|
42.7
|
|
|
(28.2
|
)
|
|
(66.0
|
)%
|
|||
Less: Net loss attributable to noncontrolling interest
|
0.3
|
|
|
7.5
|
|
|
(7.2
|
)
|
|
nm
|
|
|||
Net income attributable to Lions Gate Entertainment Corp. shareholders
|
$
|
14.8
|
|
|
$
|
50.2
|
|
|
$
|
(35.4
|
)
|
|
(70.5
|
)%
|
|
Year Ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
|
|||||||
|
|
|
(Amounts in millions)
|
|
|
|||||||||
Home Entertainment Revenue
|
|
|
|
|
|
|
|
|||||||
Motion Pictures
|
$
|
707.7
|
|
|
$
|
579.7
|
|
|
$
|
128.0
|
|
|
22.1
|
%
|
Television Production
|
56.4
|
|
|
60.3
|
|
|
(3.9
|
)
|
|
(6.5
|
)%
|
|||
Media Networks
|
8.5
|
|
|
0.1
|
|
|
8.4
|
|
|
nm
|
|
|||
|
$
|
772.6
|
|
|
$
|
640.1
|
|
|
$
|
132.5
|
|
|
20.7
|
%
|
|
Year Ended March 31,
|
|
|
|||||||||||||||||
|
2017
|
|
2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
Amount
|
|
% of Segment Revenues
|
|
Amount
|
|
% of Segment Revenues
|
|
Amount
|
|
Percent
|
|||||||||
|
(Amounts in millions)
|
|
|
|||||||||||||||||
Direct operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Motion Pictures
|
$
|
976.4
|
|
|
50.8
|
%
|
|
$
|
874.3
|
|
|
52.1
|
%
|
|
$
|
102.1
|
|
|
11.7
|
%
|
Television Production
|
749.8
|
|
|
84.0
|
|
|
531.8
|
|
|
79.4
|
|
|
218.0
|
|
|
41.0
|
%
|
|||
Media Networks
|
186.6
|
|
|
43.8
|
|
|
2.8
|
|
|
nm
|
|
|
183.8
|
|
|
nm
|
|
|||
Other
|
18.8
|
|
|
nm
|
|
|
6.4
|
|
|
nm
|
|
|
12.4
|
|
|
nm
|
|
|||
Intersegment eliminations
|
(27.8
|
)
|
|
nm
|
|
|
—
|
|
|
nm
|
|
|
(27.8
|
)
|
|
nm
|
|
|||
|
$
|
1,903.8
|
|
|
59.5
|
%
|
|
$
|
1,415.3
|
|
|
60.3
|
%
|
|
$
|
488.5
|
|
|
34.5
|
%
|
|
Year Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|||||||||||
Distribution and marketing expenses
|
|
|
|
|
|
|
|
|||||||
Motion Pictures
|
$
|
706.4
|
|
|
$
|
619.9
|
|
|
$
|
86.5
|
|
|
14.0
|
%
|
Television Production
|
35.6
|
|
|
39.4
|
|
|
(3.8
|
)
|
|
(9.6
|
)%
|
|||
Media Networks
|
64.4
|
|
|
2.5
|
|
|
61.9
|
|
|
nm
|
|
|||
Other
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
nm
|
|
|||
Intersegment eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
nm
|
|
|||
|
$
|
806.8
|
|
|
$
|
661.8
|
|
|
$
|
145.0
|
|
|
21.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
U.S. theatrical P&A expense included in Motion Pictures distribution and marketing expense
|
$
|
474.5
|
|
|
$
|
393.1
|
|
|
$
|
81.4
|
|
|
20.7
|
%
|
|
Year Ended
|
|
|
|
|
|
|
|||||||||||
|
March 31,
|
|
|
|
Increase (Decrease)
|
|||||||||||||
|
2017
|
|
% of Revenues
|
|
2016
|
% of Revenues
|
|
Amount
|
|
Percent
|
||||||||
|
(Amounts in millions)
|
|||||||||||||||||
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Motion Pictures
|
$
|
105.3
|
|
|
|
|
$
|
92.4
|
|
|
|
|
$
|
12.9
|
|
|
14.0
|
%
|
Television Production
|
32.1
|
|
|
|
|
23.5
|
|
|
|
|
8.6
|
|
|
36.6
|
%
|
|||
Media Networks
|
45.0
|
|
|
|
|
4.8
|
|
|
|
|
40.2
|
|
|
nm
|
|
|||
Corporate
|
92.5
|
|
|
|
|
83.4
|
|
|
|
|
9.1
|
|
|
10.9
|
%
|
|||
|
274.9
|
|
|
8.6%
|
|
204.1
|
|
|
8.7%
|
|
70.8
|
|
|
34.7
|
%
|
|||
Share-based compensation expense
|
75.5
|
|
|
|
|
56.3
|
|
|
|
|
19.2
|
|
|
34.1
|
%
|
|||
Purchase accounting and related adjustments
|
5.0
|
|
|
|
|
1.9
|
|
|
|
|
3.1
|
|
|
nm
|
|
|||
Total general and administrative expenses
|
$
|
355.4
|
|
|
11.1%
|
|
$
|
262.3
|
|
|
11.2%
|
|
$
|
93.1
|
|
|
35.5
|
%
|
|
Year Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Amounts in millions)
|
||||||
Share-based compensation expense by expense category
|
|
|
|
||||
Other general and administrative expense
|
$
|
75.5
|
|
|
$
|
56.3
|
|
Segment and corporate general and administrative expense
(1)
|
—
|
|
|
22.2
|
|
||
Restructuring and other
(2)
|
2.4
|
|
|
—
|
|
||
Direct operating expense
|
1.2
|
|
|
—
|
|
||
Distribution and marketing expense
|
0.4
|
|
|
—
|
|
||
Total share-based compensation expense
|
$
|
79.5
|
|
|
$
|
78.5
|
|
|
Year Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|||||||||||
Restructuring and other:
|
|
|
|
|
|
|
|
|||||||
Severance
(1)
|
|
|
|
|
|
|
|
|||||||
Cash
|
$
|
26.7
|
|
|
$
|
0.6
|
|
|
$
|
26.1
|
|
|
nm
|
|
Accelerated vesting on equity awards (see Note 12)
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|
nm
|
|
|||
Total severance costs
|
29.1
|
|
|
0.6
|
|
|
28.5
|
|
|
nm
|
|
|||
Transaction related costs
(2)
|
59.6
|
|
|
16.5
|
|
|
43.1
|
|
|
261.2
|
%
|
|||
Pension withdrawal costs
(3)
|
—
|
|
|
2.7
|
|
|
(2.7
|
)
|
|
(100.0
|
)%
|
|||
|
$
|
88.7
|
|
|
$
|
19.8
|
|
|
$
|
68.9
|
|
|
348.0
|
%
|
(1)
|
Severance costs in the fiscal year ended March 31, 2017 were primarily related to workforce reductions for redundancies in connection with the Starz Merger.
|
(2)
|
Transaction and related costs in the fiscal years ended 2017 and 2016 reflect transaction, integration and legal costs associated with certain strategic transactions. In fiscal 2017, these costs were primarily related to the Starz Merger, the legal fees associated with the Starz class action lawsuits, and an arbitration award of
$5.8 million
and related legal
|
(3)
|
Pension withdrawal costs in the fiscal year ended March 31, 2016 were related to an underfunded multi-employer pension plan in which the Company was no longer participating.
|
|
Year Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Amounts in millions)
|
||||||
Interest Expense
|
|
|
|
||||
Cash Based:
|
|
|
|
||||
Revolving credit facilities
|
$
|
9.6
|
|
|
$
|
5.4
|
|
Previous Term Loan A
|
10.3
|
|
|
—
|
|
||
Previous Term Loan B
|
22.3
|
|
|
—
|
|
||
5.875% Senior Notes
|
13.1
|
|
|
—
|
|
||
5.25% Senior Notes
|
8.1
|
|
|
11.8
|
|
||
Term Loan Due 2022
|
14.1
|
|
|
20.2
|
|
||
Other
|
9.3
|
|
|
8.3
|
|
||
|
86.8
|
|
|
45.7
|
|
||
Amortization of debt discount and financing costs
|
12.9
|
|
|
9.2
|
|
||
|
99.7
|
|
|
54.9
|
|
||
|
|
|
|
||||
Interest on dissenting shareholders' liability
(1)
|
15.5
|
|
|
—
|
|
||
|
$
|
115.2
|
|
|
$
|
54.9
|
|
(1)
|
Represents interest accrued in connection with the dissenting shareholders' liability associated with the Starz Merger (see
Note 2
to our consolidated financial statements).
|
|
March 31, 2017
|
|
Year Ended
|
||||||
|
|
March 31,
|
|||||||
|
Ownership Percentage
|
|
2017
|
|
2016
|
||||
|
|
|
(Amounts in millions)
|
||||||
EPIX
(1)(2)
|
31.15%
|
|
$
|
31.0
|
|
|
$
|
52.1
|
|
Pop
(1)
|
50.0%
|
|
(6.9
|
)
|
|
(1.8
|
)
|
||
Other
|
Various
|
|
(13.4
|
)
|
|
(6.1
|
)
|
||
|
|
|
$
|
10.7
|
|
|
$
|
44.2
|
|
(1)
|
We license certain of our theatrical releases and other films and television programs to EPIX and Pop. A portion of the profits of these licenses reflecting our ownership share in the venture is eliminated through an adjustment to the equity interest income (loss) of the venture. These profits are recognized as they are realized by the venture (see
Note 5
to our consolidated financial statements).
|
(2)
|
In May 2017, we sold all of our
31.15%
equity interest in EPIX to MGM (see
Note 5
to our consolidated financial statements).
|
|
Year Ended
|
|
|
|||||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|
|
|||||||||
Motion Pictures Segment:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
1,920.6
|
|
|
$
|
1,677.4
|
|
|
$
|
243.2
|
|
|
14.5
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|||||||
Direct operating expense
|
976.4
|
|
|
874.3
|
|
|
102.1
|
|
|
11.7
|
%
|
|||
Distribution & marketing expense
|
706.4
|
|
|
619.9
|
|
|
86.5
|
|
|
14.0
|
%
|
|||
Gross contribution
|
237.8
|
|
|
183.2
|
|
|
54.6
|
|
|
29.8
|
%
|
|||
General and administrative expenses
|
105.3
|
|
|
92.4
|
|
|
12.9
|
|
|
14.0
|
%
|
|||
Segment profit
|
$
|
132.5
|
|
|
$
|
90.8
|
|
|
$
|
41.7
|
|
|
45.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
U.S. theatrical P&A expense included in distribution and marketing expense
|
$
|
474.5
|
|
|
$
|
393.1
|
|
|
$
|
81.4
|
|
|
20.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Direct operating expense as a percentage of revenue
|
50.8
|
%
|
|
52.1
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Gross contribution as a percentage of revenue
|
12.4
|
%
|
|
10.9
|
%
|
|
|
|
|
|
Year Ended March 31,
|
|
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
Total Increase (Decrease)
|
||||||||||||||||||||||
|
Feature Film
(1)
|
|
Other Than Feature Film
(2)
|
|
Total
|
|
Feature Film
(1)
|
|
Other Than Feature Film
(2)
|
|
Total
|
|
|||||||||||||||
|
|
|
|
|
(Amounts in millions)
|
|
|
|
|
|
|
||||||||||||||||
Motion Pictures Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Theatrical
|
$
|
353.7
|
|
|
$
|
17.6
|
|
|
$
|
371.3
|
|
|
$
|
296.5
|
|
|
$
|
17.6
|
|
|
$
|
314.1
|
|
|
$
|
57.2
|
|
Home Entertainment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Packaged Media
|
247.0
|
|
|
156.8
|
|
|
403.8
|
|
|
226.4
|
|
|
136.5
|
|
|
362.9
|
|
|
40.9
|
|
|||||||
Digital Media
(3)
|
192.7
|
|
|
111.2
|
|
|
303.9
|
|
|
135.7
|
|
|
81.1
|
|
|
216.8
|
|
|
87.1
|
|
|||||||
Total Home Entertainment
|
439.7
|
|
|
268.0
|
|
|
707.7
|
|
|
362.1
|
|
|
217.6
|
|
|
579.7
|
|
|
128.0
|
|
|||||||
Television
|
238.7
|
|
|
40.4
|
|
|
279.1
|
|
|
166.2
|
|
|
38.9
|
|
|
205.1
|
|
|
74.0
|
|
|||||||
International
|
439.7
|
|
|
94.1
|
|
|
533.8
|
|
|
444.1
|
|
|
104.1
|
|
|
548.2
|
|
|
(14.4
|
)
|
|||||||
Other
|
18.2
|
|
|
10.5
|
|
|
28.7
|
|
|
20.8
|
|
|
9.5
|
|
|
30.3
|
|
|
(1.6
|
)
|
|||||||
|
$
|
1,490.0
|
|
|
$
|
430.6
|
|
|
$
|
1,920.6
|
|
|
$
|
1,289.7
|
|
|
$
|
387.7
|
|
|
$
|
1,677.4
|
|
|
$
|
243.2
|
|
(1)
|
Feature Film:
Includes releases through our Lionsgate and Summit Entertainment film labels, which includes films developed and produced in-house, films co-developed and co-produced and films acquired from third parties.
|
(2)
|
Other Than Feature Film:
Includes Managed Brands, which represents direct-to-DVD motion pictures, acquired and licensed brands, third-party library product and ancillary-driven platform theatrical releases through our specialty films distribution labels including Lionsgate Premiere, through CodeBlack Films, and with our equity method investee, Roadside Attractions. This category also includes certain specialty theatrical releases with our equity method investee, Pantelion Films, and other titles.
|
(3)
|
Digital Media Revenue:
Consists of revenues generated from pay-per-view and video-on-demand platforms, EST, and digital rental.
|
|
Year Ended
|
|
|
|||||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|
|
|||||||||
Television Production Segment:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
892.8
|
|
|
$
|
669.9
|
|
|
$
|
222.9
|
|
|
33.3
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|||||||
Direct operating expense
|
749.8
|
|
|
531.8
|
|
|
218.0
|
|
|
41.0
|
%
|
|||
Distribution & marketing expense
|
35.6
|
|
|
39.4
|
|
|
(3.8
|
)
|
|
(9.6
|
)%
|
|||
Gross contribution
|
107.4
|
|
|
98.7
|
|
|
8.7
|
|
|
8.8
|
%
|
|||
General and administrative expenses
|
32.1
|
|
|
23.5
|
|
|
8.6
|
|
|
36.6
|
%
|
|||
Segment profit
|
$
|
75.3
|
|
|
$
|
75.2
|
|
|
$
|
0.1
|
|
|
0.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Direct operating expense as a percentage of revenue
|
84.0
|
%
|
|
79.4
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Gross contribution as a percentage of revenue
|
12.0
|
%
|
|
14.7
|
%
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
Amount
|
|
Percent
|
||||||||
Television Production
|
(Amounts in millions)
|
|
|
|
|
|||||||||
Domestic Television
|
$
|
667.3
|
|
|
$
|
415.5
|
|
|
$
|
251.8
|
|
|
60.6
|
%
|
International
|
163.2
|
|
|
190.2
|
|
|
(27.0
|
)
|
|
(14.2
|
)%
|
|||
Home Entertainment Revenue
|
|
|
|
|
|
|
|
|||||||
Digital
|
50.1
|
|
|
48.8
|
|
|
1.3
|
|
|
2.7
|
%
|
|||
Packaged Media
|
6.3
|
|
|
11.5
|
|
|
(5.2
|
)
|
|
(45.2
|
)%
|
|||
Total Home Entertainment Revenue
|
56.4
|
|
|
60.3
|
|
|
(3.9
|
)
|
|
(6.5
|
)%
|
|||
Other
|
5.9
|
|
|
3.9
|
|
|
2.0
|
|
|
51.3
|
%
|
|||
|
$
|
892.8
|
|
|
$
|
669.9
|
|
|
$
|
222.9
|
|
|
33.3
|
%
|
|
Year Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Amounts in millions)
|
||||||
Media Networks Segment:
|
|
|
|
||||
Revenue
|
$
|
426.3
|
|
|
$
|
0.1
|
|
Expenses:
|
|
|
|
||||
Direct operating expense
|
186.6
|
|
|
2.8
|
|
||
Distribution & marketing expense
|
64.4
|
|
|
2.5
|
|
||
Gross contribution
|
175.3
|
|
|
(5.2
|
)
|
||
General and administrative expenses
|
45.0
|
|
|
4.8
|
|
||
Segment profit
|
$
|
130.3
|
|
|
$
|
(10.0
|
)
|
|
|
|
|
||||
Direct operating expense as a percentage of revenue
|
43.8
|
%
|
|
nm
|
|
||
|
|
|
|
||||
Gross contribution as a percentage of revenue
|
41.1
|
%
|
|
nm
|
|
|
Year Ended
|
|
|
|||||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|
|
|||||||||
Segment Revenue:
|
|
|
|
|
|
|
|
|||||||
Starz Networks
|
$
|
423.4
|
|
|
$
|
—
|
|
|
$
|
423.4
|
|
|
nm
|
|
Streaming Services
|
2.9
|
|
|
0.1
|
|
|
2.8
|
|
|
nm
|
|
|||
|
$
|
426.3
|
|
|
$
|
0.1
|
|
|
$
|
426.2
|
|
|
nm
|
|
Segment Profit:
|
|
|
|
|
|
|
|
|||||||
Starz Networks
|
$
|
165.9
|
|
|
$
|
—
|
|
|
$
|
165.9
|
|
|
nm
|
|
Streaming Services
|
(35.5
|
)
|
|
(10.0
|
)
|
|
(25.5
|
)
|
|
255.0
|
%
|
|||
|
$
|
130.4
|
|
|
$
|
(10.0
|
)
|
|
$
|
140.4
|
|
|
nm
|
|
|
March 31,
|
|
March 31,
|
||
|
2017
|
|
2016
(1)
|
||
|
(Amounts in millions)
|
||||
Period End Subscriptions:
|
|
|
|
||
STARZ
|
24.2
|
|
|
24.0
|
|
|
Year Ended
|
|
|
|||||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|
|
|||||||||
Media Networks Segment:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
1,377.7
|
|
|
$
|
1,330.4
|
|
|
$
|
47.3
|
|
|
3.6
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|||||||
Direct operating expense
|
632.5
|
|
|
661.8
|
|
|
(29.3
|
)
|
|
(4.4
|
)%
|
|||
Distribution & marketing expense
|
184.5
|
|
|
154.6
|
|
|
29.9
|
|
|
19.3
|
%
|
|||
Gross contribution
|
560.7
|
|
|
514.0
|
|
|
46.7
|
|
|
9.1
|
%
|
|||
General and administrative expenses
|
122.5
|
|
|
123.4
|
|
|
(0.9
|
)
|
|
(0.7
|
)%
|
|||
Segment profit
|
$
|
438.2
|
|
|
$
|
390.6
|
|
|
$
|
47.6
|
|
|
12.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Direct operating expense as a percentage of revenue
|
45.9
|
%
|
|
49.7
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Gross contribution as a percentage of revenue
|
40.7
|
%
|
|
38.6
|
%
|
|
|
|
|
|
Year Ended
|
|
|
|||||||||||
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
|
|||||||
|
(Amounts in millions)
|
|
|
|
|
|||||||||
Segment Revenue:
|
|
|
|
|
|
|
|
|||||||
Starz Networks
|
$
|
1,374.8
|
|
|
$
|
1,330.3
|
|
|
$
|
44.5
|
|
|
3.3
|
%
|
Streaming Services
|
2.9
|
|
|
0.1
|
|
|
2.8
|
|
|
nm
|
|
|||
|
$
|
1,377.7
|
|
|
$
|
1,330.4
|
|
|
$
|
47.3
|
|
|
3.6
|
%
|
Segment Profit:
|
|
|
|
|
|
|
|
|||||||
Starz Networks
|
$
|
473.7
|
|
|
$
|
400.6
|
|
|
$
|
73.1
|
|
|
18.2
|
%
|
Streaming Services
(1)
|
(35.5
|
)
|
|
(10.0
|
)
|
|
(25.5
|
)
|
|
255.0
|
%
|
|||
|
$
|
438.2
|
|
|
$
|
390.6
|
|
|
$
|
47.6
|
|
|
12.2
|
%
|
(1)
|
Streaming Services segment profit includes general and administrative expense of $11.5 million and $4.8 million in fiscal 2017 and 2016, respectively.
|
|
|
Year Ended March 31,
|
|
Net Change
|
||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
|
|
(Amounts in millions)
|
||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
|
$
|
248.7
|
|
|
$
|
(16.3
|
)
|
|
$
|
(25.0
|
)
|
|
$
|
265.0
|
|
|
$
|
8.7
|
|
Amortization of films and television programs and program rights
|
|
1,641.7
|
|
|
1,414.0
|
|
|
1,029.1
|
|
|
227.7
|
|
|
384.9
|
|
|||||
Non-cash share-based compensation
|
|
88.4
|
|
|
76.9
|
|
|
77.9
|
|
|
11.5
|
|
|
(1.0
|
)
|
|||||
Cash interest
|
|
(122.9
|
)
|
|
(86.8
|
)
|
|
(45.7
|
)
|
|
(36.1
|
)
|
|
(41.1
|
)
|
|||||
Current income tax provision
|
|
19.9
|
|
|
(14.5
|
)
|
|
(8.6
|
)
|
|
34.4
|
|
|
(5.9
|
)
|
|||||
Other non-cash charges included in operating activities
|
|
189.5
|
|
|
87.8
|
|
|
17.0
|
|
|
101.7
|
|
|
70.8
|
|
|||||
Cash flows from operations before changes in operating assets and liabilities
|
|
2,065.3
|
|
|
1,461.1
|
|
|
1,044.7
|
|
|
604.2
|
|
|
416.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable, net and other assets
|
|
(8.6
|
)
|
|
(87.8
|
)
|
|
(158.3
|
)
|
|
79.2
|
|
|
70.5
|
|
|||||
Investment in films and television programs and program rights
|
|
(1,526.4
|
)
|
|
(1,092.0
|
)
|
|
(1,066.4
|
)
|
|
(434.4
|
)
|
|
(25.6
|
)
|
|||||
Other changes in operating assets and liabilities
|
|
(141.1
|
)
|
|
277.3
|
|
|
161.0
|
|
|
(418.4
|
)
|
|
116.3
|
|
|||||
Changes in operating assets and liabilities
|
|
(1,676.1
|
)
|
|
(902.5
|
)
|
|
(1,063.7
|
)
|
|
(773.6
|
)
|
|
161.2
|
|
|||||
Net Cash Flows Provided By (Used In) Operating Activities
|
|
$
|
389.2
|
|
|
$
|
558.6
|
|
|
$
|
(19.0
|
)
|
|
$
|
(169.4
|
)
|
|
$
|
577.6
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(Amounts in millions)
|
||||||||||
Investing Activities:
|
|
|
|
|
|
|
||||||
Proceeds from the sale of equity method investees
|
|
$
|
393.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment in equity method investees and other
|
|
(53.4
|
)
|
|
(20.6
|
)
|
|
(16.8
|
)
|
|||
Distributions from equity method investees
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|||
Business acquisitions, net of cash acquired of $18.7, $73.5, and $15.8, respectively
|
|
(1.8
|
)
|
|
(1,102.6
|
)
|
|
(126.9
|
)
|
|||
Capital expenditures
|
|
(45.9
|
)
|
|
(25.2
|
)
|
|
(18.4
|
)
|
|||
Net Cash Flows Provided By (Used In) Investing Activities
|
|
$
|
292.6
|
|
|
$
|
(1,145.3
|
)
|
|
$
|
(162.1
|
)
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(Amounts in millions)
|
||||||||||
Debt - borrowings
|
|
$
|
3,712.6
|
|
|
$
|
4,002.8
|
|
|
$
|
629.5
|
|
Debt - repayments
|
|
(4,335.7
|
)
|
|
(2,766.9
|
)
|
|
(444.5
|
)
|
|||
Net (repayments of) proceeds from debt
|
|
(623.1
|
)
|
|
1,235.9
|
|
|
185.0
|
|
|||
|
|
|
|
|
|
|
||||||
Production loans - borrowings
|
|
319.7
|
|
|
296.0
|
|
|
572.6
|
|
|||
Production loans - repayments
|
|
(332.8
|
)
|
|
(632.6
|
)
|
|
(483.1
|
)
|
|||
Net (repayments of) proceeds from production loans
|
|
(13.1
|
)
|
|
(336.6
|
)
|
|
89.5
|
|
|||
|
|
|
|
|
|
|
||||||
Repurchase of common shares
|
|
—
|
|
|
—
|
|
|
(73.2
|
)
|
|||
Other financing activities
|
|
13.8
|
|
|
(49.2
|
)
|
|
(65.6
|
)
|
|||
Net Cash Flows Provided By (Used In) Financing Activities
|
|
$
|
(622.4
|
)
|
|
$
|
850.1
|
|
|
$
|
135.7
|
|
|
Maturity Date
|
|
Principal Amounts Outstanding
|
||||||
|
|
March 31,
|
|
March 31,
|
|||||
|
|
2018
|
|
2017
|
|||||
|
|
|
(Amounts in millions)
|
||||||
Revolving Credit Facility
(1)
|
March 2023
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan A
(1)
|
March 2023
|
|
750.0
|
|
|
987.5
|
|
||
Term Loan B
(1)
|
March 2025
|
|
1,250.0
|
|
|
1,600.0
|
|
||
5.875% Senior Notes
(2)
|
November 2024
|
|
520.0
|
|
|
520.0
|
|
||
Convertible senior subordinated notes
(3)
|
April 2018
|
|
60.0
|
|
|
60.0
|
|
||
Capital lease obligations
(4)
|
Various
|
|
50.5
|
|
|
57.7
|
|
||
|
|
|
$
|
2,630.5
|
|
|
$
|
3,225.2
|
|
(1)
|
Senior Credit Facilities (Revolving Credit Facility, Term Loan A and Term Loan B):
|
(i)
|
Revolving Credit Facility Availability of Funds & Commitment Fee:
The Revolving Credit Facility provides for borrowings and letters of credit up to an aggregate of
$1.5 billion
, and at
March 31, 2018
there was
$1.5 billion
available, reduced by outstanding letters of credit, if any. There were
no
letters of credit outstanding at
March 31, 2018
. We are required to pay a quarterly commitment fee on the Revolving Credit Facility of
0.250%
to
0.375%
per annum, depending on the achievement of certain leverage ratios, as defined in the Amended Credit Agreement, on the total Revolving Credit Facility of
$1.5 billion
less the amount drawn.
|
(ii)
|
Interest:
|
•
|
Revolving Credit Facility and Term Loan A:
Initially bear interest at a rate per annum equal to LIBOR plus
1.75%
(or an alternative base rate plus
0.75%
) margin, with a LIBOR floor of zero. The margin is subject to potential increases of up to
50
basis points (
two
(2) increases of
25
basis points each) upon certain increases to net first lien leverage ratios, as defined in the Amended Credit Agreement (effective interest rate of
3.63%
as of
March 31, 2018
).
|
•
|
Term Loan B:
As of March 22, 2018, pursuant to the Amended Credit Agreement described below, the Term Loan B bears interest at a rate per annum equal to LIBOR plus
2.25%
margin, with a LIBOR floor of zero (or an alternative base rate plus
1.25%
margin) (effective interest rate of
4.13%
as of
March 31, 2018
).
|
(iii)
|
Required Principal Payments:
|
•
|
Term Loan A:
Quarterly principal payments beginning the last day of the first full fiscal quarter ending after March 22, 2018, at quarterly rates of
0.00%
for the first year,
1.25%
for the second year,
1.75%
for the third year, and
2.50%
for the fourth and fifth years, with the balance payable at maturity.
|
•
|
Term Loan B:
Quarterly principal payments beginning the last day of the first full fiscal quarter ending after March 22, 2018, at a quarterly rate of
0.25%
, with the balance payable at maturity.
|
(iv)
|
Security and Covenants:
The Senior Credit Facilities are guaranteed by the Guarantors (as defined in the Amended Credit Agreement) and are secured by a security interest in substantially all of the assets of Lionsgate and the Guarantors (as defined in the Amended Credit Agreement), subject to certain exceptions. The Senior Credit Facilities contain a number of restrictions and covenants, and as of
March 31, 2018
, we were in compliance with all applicable covenants.
|
(2)
|
5.875% Senior Notes:
The 5.875% Senior Notes contain a number of restrictions and covenants, and as of
March 31, 2018
, we were in compliance with all applicable covenants. Interest is payable each year at a rate of 5.875% per year.
|
(3)
|
Convertible Senior Subordinated Notes:
Represents
1.25%
convertible senior subordinated notes due April 2018, with a conversion price of
$29.09
per share of Class A voting shares and
$29.08
per share of Class B non-voting shares at
March 31, 2018
, all of which were subsequently repaid in April 2018 (see
Note 22
to our consolidated financial statements).
|
(4)
|
Capital Lease Obligations:
Represents lease agreements acquired in the Starz Merger (see
Note 2
), and include a ten-year commercial lease for a building with an imputed annual interest rate of
7.2%
, with an additional four successive five-year renewal periods at our option and capital lease arrangements for Starz's transponder capacity that expire from 2019 to 2023 and have imputed annual interest rates ranging from
5.5%
to
7.0%
.
|
|
|
March 31,
|
|
March 31,
|
||||
|
|
2018
|
|
2017
|
||||
|
|
(Amounts in millions)
|
||||||
Production loans
(1)
|
|
$
|
352.9
|
|
|
$
|
353.8
|
|
(1)
|
Represents individual loans for the production of film and television programs that we produce. Production loans have contractual repayment dates either at or near the expected film or television program completion date, with the exception of certain loans containing repayment dates on a longer term basis, and incur interest at rates ranging from
4.24%
to
4.99%
.
|
|
Year Ended March 31,
|
||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
|
|
|
(Amounts in millions)
|
|
|
|
|
||||||||||||||||||
Future annual repayment of debt and other obligations recorded as of March 31, 2018 (on-balance sheet arrangements)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan A
|
—
|
|
|
37.5
|
|
|
52.5
|
|
|
75.0
|
|
|
585.0
|
|
|
—
|
|
|
750.0
|
|
|||||||
Term Loan B
|
12.5
|
|
|
12.5
|
|
|
12.5
|
|
|
12.5
|
|
|
12.5
|
|
|
1,187.5
|
|
|
1,250.0
|
|
|||||||
5.875% Senior Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
520.0
|
|
|
520.0
|
|
|||||||
Film obligations and production loans
(1)
|
327.9
|
|
|
167.1
|
|
|
1.7
|
|
|
1.5
|
|
|
1.1
|
|
|
—
|
|
|
499.3
|
|
|||||||
Principal amounts of convertible senior subordinated notes
(2)
|
60.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60.0
|
|
|||||||
Capital lease obligations
|
5.2
|
|
|
3.0
|
|
|
3.0
|
|
|
0.9
|
|
|
0.9
|
|
|
37.5
|
|
|
50.5
|
|
|||||||
|
405.6
|
|
|
220.1
|
|
|
69.7
|
|
|
89.9
|
|
|
599.5
|
|
|
1,745.0
|
|
|
3,129.8
|
|
|||||||
Contractual commitments by expected repayment date (off-balance sheet arrangements)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Film obligation and production loan commitments
(3)
|
566.9
|
|
|
182.6
|
|
|
137.5
|
|
|
67.0
|
|
|
14.6
|
|
|
14.1
|
|
|
982.7
|
|
|||||||
Interest payments
(4)
|
113.6
|
|
|
111.7
|
|
|
109.2
|
|
|
106.4
|
|
|
103.1
|
|
|
185.9
|
|
|
729.9
|
|
|||||||
Operating lease commitments
|
24.1
|
|
|
25.5
|
|
|
30.0
|
|
|
23.6
|
|
|
29.1
|
|
|
34.9
|
|
|
167.2
|
|
|||||||
Other contractual obligations
|
153.0
|
|
|
61.3
|
|
|
26.4
|
|
|
10.5
|
|
|
4.2
|
|
|
—
|
|
|
255.4
|
|
|||||||
|
857.6
|
|
|
381.1
|
|
|
303.1
|
|
|
207.5
|
|
|
151.0
|
|
|
234.9
|
|
|
2,135.2
|
|
|||||||
Total future repayment of debt and other commitments under contractual obligations
(5)(6)
|
$
|
1,263.2
|
|
|
$
|
601.2
|
|
|
$
|
372.8
|
|
|
$
|
297.4
|
|
|
$
|
750.5
|
|
|
$
|
1,979.9
|
|
|
$
|
5,265.0
|
|
(1)
|
Film obligations include minimum guarantees, theatrical marketing obligations, and accrued licensed program rights obligations. Production loans represent loans for the production of film and television programs that we produce. Repayment dates are based on anticipated delivery or release date of the related film or contractual due dates of the obligation.
|
(2)
|
Represents
1.25%
convertible senior subordinated notes due April 2018, with a conversion price of
$29.09
per share of Class A voting shares and
$29.08
per share of Class B non-voting shares at
March 31, 2018
, all of which were subsequently repaid in April 2018 (see
Note 22
to our consolidated financial statements).
|
(3)
|
Film obligation commitments include distribution and marketing commitments, minimum guarantee commitments, and program rights commitments. Distribution and marketing commitments represent contractual commitments for future
|
(4)
|
Includes cash interest payments on our debt, excluding the interest payments on the revolving credit facility as future amounts are not fixed or determinable due to fluctuating balances and interest rates.
|
(5)
|
Not included in the amounts above is a
$869.3 million
dissenting shareholders' liability associated with the Starz Merger, which classified as a current liability based on the timing of the scheduled trial set to commence in the second half of fiscal 2019 (see
Note 2
to our consolidated financial statements).
|
(6)
|
Not included in the amounts above are
$101.8 million
of redeemable noncontrolling interest, as future amounts and timing are subject to a number of uncertainties such that we are unable to make sufficiently reliable estimations of future payments (see
Note 11
to our consolidated financial statements).
|
(a)
|
The following documents are filed as part of this report:
|
(1)
|
Financial Statements
|
(2)
|
Financial Statement Schedules
|
(3)
|
and (b) Exhibits
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||
Description
|
|
Balance at
Beginning of Period
|
|
Charged to Costs
and Expenses
(1)
|
|
Charged to Other
Accounts
|
|
|
Deductions
|
|
|
Balance at
End of Period
|
||||||||||
Year Ended March 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Returns and allowances
|
|
$
|
68.6
|
|
|
$
|
168.3
|
|
|
$
|
—
|
|
|
|
$
|
(180.7
|
)
|
(3)
|
|
$
|
56.2
|
|
Provision for doubtful accounts
|
|
$
|
9.0
|
|
|
$
|
(1.0
|
)
|
|
$
|
—
|
|
|
|
$
|
(0.5
|
)
|
(5)
|
|
$
|
7.5
|
|
Deferred tax valuation allowance
|
|
$
|
5.9
|
|
|
$
|
67.3
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
73.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended March 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Returns and allowances
|
|
$
|
51.8
|
|
|
$
|
149.3
|
|
|
$
|
24.3
|
|
(2)
|
|
$
|
(156.8
|
)
|
(3)
|
|
$
|
68.6
|
|
Provision for doubtful accounts
|
|
$
|
6.0
|
|
|
$
|
(0.2
|
)
|
|
$
|
3.2
|
|
(2)
|
|
$
|
—
|
|
|
|
$
|
9.0
|
|
Deferred tax valuation allowance
|
|
$
|
10.1
|
|
|
$
|
0.4
|
|
|
$
|
1.4
|
|
(2)
|
|
$
|
(6.0
|
)
|
(4)
|
|
$
|
5.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended March 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Returns and allowances
|
|
$
|
64.4
|
|
|
$
|
136.8
|
|
|
$
|
—
|
|
|
|
$
|
(149.4
|
)
|
(3)
|
|
$
|
51.8
|
|
Provision for doubtful accounts
|
|
$
|
4.1
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
6.0
|
|
Deferred tax valuation allowance
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
|
$
|
—
|
|
|
|
$
|
10.1
|
|
(1)
|
Charges for returns and allowances are charges against revenue.
|
(2)
|
Opening balances due to the acquisition of Starz on December 8, 2016.
|
(3)
|
Actual returns and fluctuations in foreign currency exchange rates.
|
(4)
|
Valuation allowance reversal, of which
$1.4 million
was recorded as a tax benefit in the consolidated statement of income, and
$4.6 million
was recorded in other comprehensive income. The
$4.6 million
relates to the gain on Starz investment.
|
(5)
|
Uncollectible accounts written off and fluctuations in foreign currency exchange rates.
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
||
Form
|
Exhibit
|
Filing Date/
Period End Date
|
||
2.1
|
8-K
|
2.1
|
7/1/2016
|
|
2.2
|
8-K
|
2.1
|
4/5/2017
|
|
3.1
|
8-K
|
3.1
|
12/8/2016
|
|
3.2
|
8-K/A
|
3.1
|
12/9/2016
|
|
4.1
|
8-K
|
4.1
|
12/8/2016
|
|
4.2
|
8-K
|
4.2
|
12/8/2016
|
|
4.3
|
8-K
|
4.3
|
12/8/2016
|
|
10.1*
|
10-K
|
10.1
|
5/24/2018
|
|
10.2
|
10-Q
|
10.62
|
12/31/2008
|
|
10.3
|
8-K
|
10.65
|
7/10/2009
|
|
10.4
|
8-K
|
10.68
|
10/23/2009
|
|
10.5
|
8-K
|
2.1
|
1/17/2012
|
|
10.6*
|
8-K
|
10.1
|
6/3/2013
|
|
10.7
|
8-K
|
10.1
|
2/11/2015
|
|
10.8
|
8-K
|
1.1
|
4/9/2015
|
|
10.9
|
8-K
|
10.1
|
11/10/2015
|
|
10.10
|
8-K
|
10.2
|
11/10/2015
|
|
10.11
|
8-K
|
10.3
|
11/10/2015
|
|
10.12
|
8-K
|
10.4
|
11/10/2015
|
|
10.13
|
8-K
|
1.1
|
11/13/2015
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
||
Form
|
Exhibit
|
Filing Date/
Period End Date
|
||
10.14*
|
8-K
|
10.1
|
11/19/2015
|
|
10.15
|
10-Q
|
10.116
|
2/4/2016
|
|
10.16
|
8-K
|
10.1
|
7/1/2016
|
|
10.17
|
8-K
|
10.7
|
7/1/2016
|
|
10.18
|
8-K
|
10.8
|
7/1/2016
|
|
10.19
|
8-K
|
10.9
|
7/1/2016
|
|
10.20*
|
8-K
|
10.1
|
10/13/2016
|
|
10.21
|
8-K
|
4.1
|
10/27/2016
|
|
10.22
|
8-K
|
10.1
|
10/27/2016
|
|
10.23
|
8-K
|
10.2
|
10/27/2016
|
|
10.24*
|
8-K
|
10.1
|
11/4/2016
|
|
10.25
|
8-K
|
10.1
|
12/8/2016
|
|
10.26*
|
10-Q
|
10.137
|
12/31/2016
|
|
10.27*
|
10-Q
|
10.36
|
6/30/2017
|
|
10.28*
|
8-K
|
10.1
|
9/15/2017
|
|
10.29*
|
10-Q
|
10.38
|
9/30/2017
|
|
10.30*
|
10-Q
|
10.41
|
9/30/2017
|
|
10.31
|
8-K
|
10.1
|
12/11/2017
|
|
10.32*
|
10-Q
|
10.42
|
12/31/2017
|
|
10.33*
|
10-Q
|
10.43
|
12/31/2017
|
|
10.34
|
8-K
|
10.1
|
3/22/2018
|
|
10.35
|
8-K
|
4.1
|
3/28/2018
|
|
10.36*
|
10-K
|
10.36
|
5/24/2018
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
||
Form
|
Exhibit
|
Filing Date/
Period End Date
|
||
10.37*
|
10-K
|
10.37
|
5/24/2018
|
|
10.38*
|
10-K
|
10.38
|
5/24/2018
|
|
21.1
|
10-K
|
21.1
|
5/24/2018
|
|
23.1x
|
|
|||
23.2
|
10-K
|
23.2
|
5/24/2018
|
|
24.1
|
10-K
|
24.1
|
5/24/2018
|
|
31.1
|
10-K
|
31.1
|
5/24/2018
|
|
31.2
|
10-K
|
31.2
|
5/24/2018
|
|
32.1
|
10-K
|
32.1
|
5/24/2018
|
|
99.1
|
10-K
|
99.1
|
5/24/2018
|
|
101
|
The following materials from the Company's Annual Report on Form 10-K for the year ended March 31, 2018 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements
|
|
*
|
Management contract or compensatory plan or arrangement.
|
x
|
Filed herewith
|
|
|
|
|
|
Page
|
|
|
Number
|
Audited Financial Statements
|
|
|
|
F-2
|
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-6
|
|
|
F-7
|
|
|
F-8
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
|
(Amounts in millions)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
378.1
|
|
|
$
|
321.9
|
|
Restricted cash
|
—
|
|
|
2.8
|
|
||
Accounts receivable, net
|
946.0
|
|
|
908.1
|
|
||
Program rights
|
253.2
|
|
|
261.7
|
|
||
Other current assets
|
195.8
|
|
|
195.9
|
|
||
Total current assets
|
1,773.1
|
|
|
1,690.4
|
|
||
Investment in films and television programs and program rights, net
|
1,692.0
|
|
|
1,729.5
|
|
||
Property and equipment, net
|
161.7
|
|
|
165.5
|
|
||
Investments
|
164.9
|
|
|
371.5
|
|
||
Intangible assets
|
1,937.7
|
|
|
2,046.7
|
|
||
Goodwill
|
2,740.8
|
|
|
2,700.5
|
|
||
Other assets
|
458.6
|
|
|
472.8
|
|
||
Deferred tax assets
|
38.8
|
|
|
20.0
|
|
||
Total assets
|
$
|
8,967.6
|
|
|
$
|
9,196.9
|
|
LIABILITIES
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
447.7
|
|
|
$
|
573.0
|
|
Participations and residuals
|
504.5
|
|
|
514.9
|
|
||
Film obligations and production loans
|
327.9
|
|
|
367.2
|
|
||
Debt - short term portion
|
79.1
|
|
|
77.9
|
|
||
Dissenting shareholders' liability
|
869.3
|
|
|
—
|
|
||
Deferred revenue
|
183.9
|
|
|
156.9
|
|
||
Total current liabilities
|
2,412.4
|
|
|
1,689.9
|
|
||
Debt
|
2,478.3
|
|
|
3,047.0
|
|
||
Participations and residuals
|
438.3
|
|
|
359.7
|
|
||
Film obligations and production loans
|
171.3
|
|
|
116.0
|
|
||
Other liabilities
|
46.4
|
|
|
50.3
|
|
||
Dissenting shareholders' liability
|
—
|
|
|
812.9
|
|
||
Deferred revenue
|
70.3
|
|
|
72.7
|
|
||
Deferred tax liabilities
|
91.9
|
|
|
440.2
|
|
||
Redeemable noncontrolling interest
|
101.8
|
|
|
93.8
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
||||
EQUITY
|
|
|
|
||||
Class A voting common shares, no par value, 500.0 shares authorized, 81.8 shares issued (March 31, 2017 - 81.1 shares issued)
|
628.7
|
|
|
605.7
|
|
||
Class B non-voting common shares, no par value, 500.0 shares authorized, 129.3 shares issued (March 31, 2017 - 126.4 shares issued)
|
2,020.3
|
|
|
1,914.1
|
|
||
Retained earnings
|
516.6
|
|
|
10.6
|
|
||
Accumulated other comprehensive loss
|
(9.7
|
)
|
|
(16.0
|
)
|
||
Total Lions Gate Entertainment Corp. shareholders' equity
|
3,155.9
|
|
|
2,514.4
|
|
||
Noncontrolling interests
|
1.0
|
|
|
—
|
|
||
Total equity
|
3,156.9
|
|
|
2,514.4
|
|
||
Total liabilities and equity
|
$
|
8,967.6
|
|
|
$
|
9,196.9
|
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions, except per share amounts)
|
||||||||||
Revenues
|
$
|
4,129.1
|
|
|
$
|
3,201.5
|
|
|
$
|
2,347.4
|
|
Expenses:
|
|
|
|
|
|
||||||
Direct operating
|
2,309.6
|
|
|
1,903.8
|
|
|
1,415.3
|
|
|||
Distribution and marketing
|
897.6
|
|
|
806.8
|
|
|
661.8
|
|
|||
General and administration
|
454.4
|
|
|
355.4
|
|
|
262.4
|
|
|||
Depreciation and amortization
|
159.0
|
|
|
63.1
|
|
|
13.1
|
|
|||
Restructuring and other
|
59.8
|
|
|
88.7
|
|
|
19.8
|
|
|||
Total expenses
|
3,880.4
|
|
|
3,217.8
|
|
|
2,372.4
|
|
|||
Operating income (loss)
|
248.7
|
|
|
(16.3
|
)
|
|
(25.0
|
)
|
|||
Interest expense
|
|
|
|
|
|
||||||
Interest expense
|
(137.2
|
)
|
|
(99.7
|
)
|
|
(54.9
|
)
|
|||
Interest on dissenting shareholders' liability
|
(56.5
|
)
|
|
(15.5
|
)
|
|
—
|
|
|||
Total interest expense
|
(193.7
|
)
|
|
(115.2
|
)
|
|
(54.9
|
)
|
|||
Interest and other income
|
10.4
|
|
|
6.4
|
|
|
1.9
|
|
|||
Loss on extinguishment of debt
|
(35.7
|
)
|
|
(40.4
|
)
|
|
—
|
|
|||
Gain on sale of equity interest in EPIX
|
201.0
|
|
|
—
|
|
|
—
|
|
|||
Gain on Starz investment
|
—
|
|
|
20.4
|
|
|
—
|
|
|||
Impairment of long-term investments and other assets
|
(29.2
|
)
|
|
—
|
|
|
—
|
|
|||
Equity interests income (loss)
|
(52.8
|
)
|
|
10.7
|
|
|
44.2
|
|
|||
Income (loss) before income taxes
|
148.7
|
|
|
(134.4
|
)
|
|
(33.8
|
)
|
|||
Income tax benefit
|
319.4
|
|
|
148.9
|
|
|
76.5
|
|
|||
Net income
|
468.1
|
|
|
14.5
|
|
|
42.7
|
|
|||
Less: Net loss attributable to noncontrolling interests
|
5.5
|
|
|
0.3
|
|
|
7.5
|
|
|||
Net income attributable to Lions Gate Entertainment Corp. shareholders
|
$
|
473.6
|
|
|
$
|
14.8
|
|
|
$
|
50.2
|
|
|
|
|
|
|
|
||||||
Per share information attributable to Lions Gate Entertainment Corp. shareholders:
|
|
|
|
|
|
||||||
Basic net income per common share
|
$
|
2.27
|
|
|
$
|
0.09
|
|
|
$
|
0.34
|
|
Diluted net income per common share
|
$
|
2.15
|
|
|
$
|
0.09
|
|
|
$
|
0.33
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
208.4
|
|
|
165.0
|
|
|
148.5
|
|
|||
Diluted
|
220.4
|
|
|
172.2
|
|
|
154.1
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per common share
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.34
|
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Net income
|
$
|
468.1
|
|
|
$
|
14.5
|
|
|
$
|
42.7
|
|
Foreign currency translation adjustments, net of tax
|
7.0
|
|
|
(8.1
|
)
|
|
(3.1
|
)
|
|||
Net unrealized gain (loss) on available-for-sale securities, net of tax
|
(0.5
|
)
|
|
56.4
|
|
|
(37.6
|
)
|
|||
Reclassification adjustment for gain on available-for-sale securities realized in net income
|
—
|
|
|
(17.8
|
)
|
|
—
|
|
|||
Net unrealized loss on foreign exchange contracts, net of tax
|
(0.2
|
)
|
|
(3.5
|
)
|
|
(0.2
|
)
|
|||
Comprehensive income
|
474.4
|
|
|
41.5
|
|
|
1.8
|
|
|||
Less: Comprehensive loss attributable to noncontrolling interest
|
5.5
|
|
|
0.3
|
|
|
7.5
|
|
|||
Comprehensive income attributable to Lions Gate Entertainment Corp. shareholders
|
$
|
479.9
|
|
|
$
|
41.8
|
|
|
$
|
9.3
|
|
|
Class A Voting
Common Shares
|
|
Class B Non-Voting
Common Shares
|
|
Common Shares
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total LGEC Shareholders' Equity
|
|
Non-controlling Interests (a)
|
|
Total Equity
|
||||||||||||||||||||||||||
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||||||
|
(Amounts in millions)
|
||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
145.5
|
|
|
$
|
830.8
|
|
|
$
|
13.7
|
|
|
$
|
(2.2
|
)
|
|
$
|
842.3
|
|
|
$
|
—
|
|
|
$
|
842.3
|
|
|
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
6.1
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
6.1
|
|
|||||||||
Share-based compensation, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
48.5
|
|
|
—
|
|
|
—
|
|
|
48.5
|
|
|
—
|
|
|
48.5
|
|
|||||||||
Conversion of convertible senior subordinated notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
16.2
|
|
|
—
|
|
|
—
|
|
|
16.2
|
|
|
—
|
|
|
16.2
|
|
|||||||||
Issuance of common shares related to acquisitions and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
57.4
|
|
|
—
|
|
|
—
|
|
|
57.4
|
|
|
—
|
|
|
57.4
|
|
|||||||||
Repurchase of common shares, no par value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
(73.2
|
)
|
|
—
|
|
|
—
|
|
|
(73.2
|
)
|
|
—
|
|
|
(73.2
|
)
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.4
|
)
|
|
—
|
|
|
(50.4
|
)
|
|
—
|
|
|
(50.4
|
)
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50.2
|
|
|
—
|
|
|
50.2
|
|
|
—
|
|
|
50.2
|
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.9
|
)
|
|
(40.9
|
)
|
|
—
|
|
|
(40.9
|
)
|
|||||||||
Redeemable noncontrolling interest adjustments to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
|||||||||
Balance at March 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
146.8
|
|
|
$
|
885.8
|
|
|
$
|
7.6
|
|
|
$
|
(43.1
|
)
|
|
$
|
850.3
|
|
|
$
|
—
|
|
|
$
|
850.3
|
|
|
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||||||||
Share-based compensation, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
36.4
|
|
|
—
|
|
|
—
|
|
|
36.4
|
|
|
—
|
|
|
36.4
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|
(6.3
|
)
|
|
—
|
|
|
(13.3
|
)
|
|
—
|
|
|
(13.3
|
)
|
|||||||||
Reclassification of common shares
|
74.2
|
|
|
458.0
|
|
|
74.2
|
|
|
458.0
|
|
|
(148.4
|
)
|
|
(916.3
|
)
|
|
|
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||||||||
Issuance of common shares related to acquisitions and other
|
4.6
|
|
|
121.6
|
|
|
46.9
|
|
|
1,206.1
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
1,328.1
|
|
|
—
|
|
|
1,328.1
|
|
|||||||||
Issuance of replacement equity awards related to the Starz Merger
|
—
|
|
|
—
|
|
|
1.1
|
|
|
186.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186.5
|
|
|
—
|
|
|
186.5
|
|
|||||||||
Exercise of stock options
|
0.1
|
|
|
0.9
|
|
|
1.8
|
|
|
23.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.7
|
|
|
—
|
|
|
24.7
|
|
|||||||||
Share-based compensation
|
0.2
|
|
|
3.8
|
|
|
0.4
|
|
|
18.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.1
|
|
|
—
|
|
|
22.1
|
|
|||||||||
Conversion of convertible senior subordinated notes
|
2.0
|
|
|
21.4
|
|
|
2.0
|
|
|
21.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42.8
|
|
|
—
|
|
|
42.8
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.8
|
|
|
—
|
|
|
14.8
|
|
|
—
|
|
|
14.8
|
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.1
|
|
|
27.1
|
|
|
—
|
|
|
27.1
|
|
|||||||||
Redeemable noncontrolling interest adjustments to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
(5.5
|
)
|
|||||||||
Balance at March 31, 2017
|
81.1
|
|
|
$
|
605.7
|
|
|
126.4
|
|
|
$
|
1,914.1
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
10.6
|
|
|
$
|
(16.0
|
)
|
|
$
|
2,514.4
|
|
|
$
|
—
|
|
|
$
|
2,514.4
|
|
|
Cumulative effect of accounting changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60.8
|
|
|
—
|
|
|
60.8
|
|
|
—
|
|
|
60.8
|
|
|||||||||
Exercise of stock options
|
0.3
|
|
|
1.7
|
|
|
2.6
|
|
|
44.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46.5
|
|
|
—
|
|
|
46.5
|
|
|||||||||
Share-based compensation, net
|
0.1
|
|
|
12.8
|
|
|
—
|
|
|
52.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65.7
|
|
|
—
|
|
|
65.7
|
|
|||||||||
Issuance of common shares
|
0.3
|
|
|
8.5
|
|
|
0.3
|
|
|
8.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.0
|
|
|
—
|
|
|
17.0
|
|
|||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
7.0
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.1
|
)
|
|
—
|
|
|
(19.1
|
)
|
|
—
|
|
|
(19.1
|
)
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
473.6
|
|
|
—
|
|
|
473.6
|
|
|
(6.0
|
)
|
|
467.6
|
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|||||||||
Redeemable noncontrolling interest adjustments to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|
(9.3
|
)
|
|||||||||
Balance at March 31, 2018
|
81.8
|
|
|
$
|
628.7
|
|
|
129.3
|
|
|
$
|
2,020.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
516.6
|
|
|
$
|
(9.7
|
)
|
|
$
|
3,155.9
|
|
|
$
|
1.0
|
|
|
$
|
3,156.9
|
|
(a)
|
Excludes redeemable noncontrolling interests, which are reflected in temporary equity (see Note 11).
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
468.1
|
|
|
$
|
14.5
|
|
|
$
|
42.7
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
159.0
|
|
|
63.1
|
|
|
13.1
|
|
|||
Amortization of films and television programs and program rights
|
1,641.7
|
|
|
1,414.0
|
|
|
1,029.1
|
|
|||
Interest on dissenting shareholders' liability
|
56.5
|
|
|
15.5
|
|
|
—
|
|
|||
Amortization of debt discount and financing costs
|
14.3
|
|
|
12.9
|
|
|
9.2
|
|
|||
Non-cash share-based compensation
|
88.4
|
|
|
76.9
|
|
|
77.9
|
|
|||
Other non-cash items
|
20.1
|
|
|
4.3
|
|
|
2.0
|
|
|||
Distribution from equity method investee
|
—
|
|
|
14.0
|
|
|
—
|
|
|||
Gain on Starz investment
|
—
|
|
|
(20.4
|
)
|
|
—
|
|
|||
Loss on extinguishment of debt
|
35.7
|
|
|
40.4
|
|
|
—
|
|
|||
Equity interests loss (income)
|
52.8
|
|
|
(10.7
|
)
|
|
(44.2
|
)
|
|||
Gain on sale of equity interest in EPIX
|
(201.0
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of long-term investments and other assets
|
29.2
|
|
|
—
|
|
|
—
|
|
|||
Deferred income tax benefit
|
(299.5
|
)
|
|
(163.4
|
)
|
|
(85.1
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
2.8
|
|
|
0.1
|
|
|
(0.4
|
)
|
|||
Accounts receivable, net and other assets
|
(8.6
|
)
|
|
(87.8
|
)
|
|
(158.3
|
)
|
|||
Investment in films and television programs and program rights, net
|
(1,526.4
|
)
|
|
(1,092.0
|
)
|
|
(1,066.4
|
)
|
|||
Accounts payable and accrued liabilities
|
(181.7
|
)
|
|
152.9
|
|
|
28.9
|
|
|||
Participations and residuals
|
62.6
|
|
|
205.3
|
|
|
134.9
|
|
|||
Film obligations
|
5.1
|
|
|
17.1
|
|
|
(30.7
|
)
|
|||
Deferred revenue
|
(29.9
|
)
|
|
(98.1
|
)
|
|
28.3
|
|
|||
Net Cash Flows Provided By (Used In) Operating Activities
|
389.2
|
|
|
558.6
|
|
|
(19.0
|
)
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Proceeds from the sale of equity method investee, net of transaction costs
|
393.7
|
|
|
—
|
|
|
—
|
|
|||
Investment in equity method investees
|
(53.4
|
)
|
|
(20.6
|
)
|
|
(16.8
|
)
|
|||
Distributions from equity method investee
|
—
|
|
|
3.1
|
|
|
—
|
|
|||
Business acquisitions, net of cash acquired of $18.7, $73.5, and $15.8 in 2018, 2017 and 2016, respectively (see Note 2)
|
(1.8
|
)
|
|
(1,102.6
|
)
|
|
(126.9
|
)
|
|||
Capital expenditures
|
(45.9
|
)
|
|
(25.2
|
)
|
|
(18.4
|
)
|
|||
Net Cash Flows Provided By (Used In) Investing Activities
|
292.6
|
|
|
(1,145.3
|
)
|
|
(162.1
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Debt - borrowings
|
3,712.6
|
|
|
4,002.8
|
|
|
629.5
|
|
|||
Debt - repayments
|
(4,335.7
|
)
|
|
(2,766.9
|
)
|
|
(444.5
|
)
|
|||
Production loans - borrowings
|
319.7
|
|
|
296.0
|
|
|
572.6
|
|
|||
Production loans - repayments
|
(332.8
|
)
|
|
(632.6
|
)
|
|
(483.1
|
)
|
|||
Repurchase of common shares
|
—
|
|
|
—
|
|
|
(73.2
|
)
|
|||
Dividends paid
|
—
|
|
|
(26.8
|
)
|
|
(47.5
|
)
|
|||
Distributions to noncontrolling interest
|
(8.2
|
)
|
|
(6.9
|
)
|
|
—
|
|
|||
Exercise of stock options
|
44.9
|
|
|
25.4
|
|
|
6.1
|
|
|||
Tax withholding required on equity awards
|
(22.9
|
)
|
|
(40.9
|
)
|
|
(24.2
|
)
|
|||
Net Cash Flows Provided By (Used In) Financing Activities
|
(622.4
|
)
|
|
850.1
|
|
|
135.7
|
|
|||
Net Change In Cash And Cash Equivalents
|
59.4
|
|
|
263.4
|
|
|
(45.4
|
)
|
|||
Foreign Exchange Effects on Cash
|
(3.2
|
)
|
|
0.8
|
|
|
0.4
|
|
|||
Cash and Cash Equivalents - Beginning Of Period
|
321.9
|
|
|
57.7
|
|
|
102.7
|
|
|||
Cash and Cash Equivalents - End Of Period
|
$
|
378.1
|
|
|
$
|
321.9
|
|
|
$
|
57.7
|
|
Distribution equipment
|
|
1 — 4 years
|
Computer equipment and software
|
|
2 — 5 years
|
Furniture and equipment
|
|
2 — 10 years
|
Leasehold improvements
|
|
Lease term or the useful life, whichever is shorter
|
Building
|
|
26 years
|
Land
|
|
Not depreciated
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(Amounts in millions, except per share amounts)
|
||||||||||
Basic Net Income Per Common Share:
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income attributable to Lions Gate Entertainment Corp. shareholders
|
|
$
|
473.6
|
|
|
$
|
14.8
|
|
|
$
|
50.2
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
208.4
|
|
|
165.0
|
|
|
148.5
|
|
|||
Basic net income per common share
|
|
$
|
2.27
|
|
|
$
|
0.09
|
|
|
$
|
0.34
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(Amounts in millions, except per share amounts)
|
||||||||||
Diluted Net Income Per Common Share:
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income attributable to Lions Gate Entertainment Corp. shareholders
|
|
$
|
473.6
|
|
|
$
|
14.8
|
|
|
$
|
50.2
|
|
Add:
|
|
|
|
|
|
|
||||||
Interest on convertible notes, net of tax
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||
Numerator for diluted net income per common share
|
|
$
|
474.1
|
|
|
$
|
14.8
|
|
|
$
|
50.7
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
208.4
|
|
|
165.0
|
|
|
148.5
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Conversion of notes
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|||
Share purchase options
|
|
7.5
|
|
|
3.5
|
|
|
3.1
|
|
|||
Restricted share units and restricted stock
|
|
0.7
|
|
|
0.3
|
|
|
0.4
|
|
|||
Contingently issuable shares
|
|
1.7
|
|
|
3.4
|
|
|
—
|
|
|||
Adjusted weighted average common shares outstanding
|
|
220.4
|
|
|
172.2
|
|
|
154.1
|
|
|||
Diluted net income per common share
|
|
$
|
2.15
|
|
|
$
|
0.09
|
|
|
$
|
0.33
|
|
|
Year Ended
|
|||||||
|
March 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
|
(Amounts in millions)
|
|||||||
Anti-dilutive shares issuable
|
|
|
|
|
|
|||
Conversion of notes
|
—
|
|
|
5.2
|
|
|
4.0
|
|
Share purchase options
|
11.5
|
|
|
12.1
|
|
|
4.7
|
|
Restricted share units
|
0.2
|
|
|
0.6
|
|
|
0.2
|
|
Other issuable shares
|
1.2
|
|
|
1.2
|
|
|
0.6
|
|
Total weighted average anti-dilutive shares issuable excluded from diluted net income per common share
|
12.9
|
|
|
19.1
|
|
|
9.5
|
|
•
|
Excess Tax Benefits and Tax Deficiencies:
Effective on a prospective basis, excess tax benefits and deficiencies that arise when share-based awards vest or are settled are recognized in the income statement. In addition, the new guidance eliminates the requirement that excess tax benefits be realized (i.e., through a reduction in income taxes payable) before companies can recognize them. Under the previous guidance, the tax effects were recorded in additional paid-in capital, when realized. Historically, the Company has not recorded significant excess tax benefits, because such benefits have not been realized. Upon adoption, the Company recorded a cumulative-effect adjustment of
$54.3 million
in retained earnings for the net excess tax benefits not previously realized.
|
•
|
Statement of Cash Flows Presentation:
The new guidance requires presentation of excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity, and requires presentation of cash paid to a tax authority when shares are withheld to satisfy the employer's statutory income tax withholding obligation as a financing activity. The Company applied the change to the presentation of excess tax benefits as an operating activity on a retrospective basis; however, there was no impact to the statement of cash flows since there were no excess tax benefits in the consolidated statements of cash flows for the years ended March 31, 2017 and 2016. The Company has historically presented cash paid for shares withheld to satisfy employee taxes as a financing activity in the consolidated statements of cash flows, and accordingly there was no impact from adopting this aspect of the standard.
|
•
|
Forfeitures:
The new guidance provides for an election to account for forfeitures of share-based payments either by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change (as is required under the previous guidance). As allowed by the standard, the Company elected to continue to estimate potential forfeitures.
|
•
|
Statutory Withholding:
The new guidance increases the amount companies can withhold to cover income taxes on awards without triggering liability classification for shares used to satisfy statutory income tax withholding obligations
|
|
|
|
(Amounts in millions)
|
||||
Market value, as of December 8, 2016, of Starz Series A and Series B common stock already owned by Lionsgate
(1)
|
|
|
$
|
179.3
|
|
||
Cash consideration paid to Starz stockholders
|
|
|
|
||||
Starz Series A common stock at $18.00
|
$
|
1,123.3
|
|
|
|
||
Starz Series B common stock at $7.26
|
52.8
|
|
|
|
|||
|
|
|
1,176.1
|
|
|||
Fair value of Lionsgate voting and non-voting shares issued to Starz's stockholders
|
|
|
|
||||
Starz Series A common stock at exchange ratio of 0.6784 Lionsgate non-voting shares
|
$
|
1,088.0
|
|
|
|
||
Starz Series B common stock at exchange ratio of 0.6321 Lionsgate voting shares
|
121.6
|
|
|
|
|||
Starz Series B common stock at exchange ratio of 0.6321 Lionsgate non-voting shares
|
118.1
|
|
|
|
|||
|
|
|
1,327.7
|
|
|||
Replacement of Starz share-based payment awards
(2)
|
|
|
186.5
|
|
|||
Liability for dissenting shareholders
|
|
|
797.3
|
|
|||
Total purchase consideration
|
|
|
$
|
3,666.9
|
|
Weighted average assumptions:
|
|
Risk-free interest rate
|
0.39% - 1.83%
|
Expected option lives (years)
|
0.01 - 5.50 years
|
Expected volatility
|
35%
|
Expected dividend yield
|
0%
|
|
(Amounts in millions)
|
||
Cash and cash equivalents
|
$
|
73.5
|
|
Accounts receivable
|
254.9
|
|
|
Investment in films and television programs and program rights
|
851.9
|
|
|
Property and equipment
|
121.4
|
|
|
Investments
|
12.1
|
|
|
Intangible assets
|
2,071.0
|
|
|
Other assets
|
139.9
|
|
|
Accounts payable and accrued liabilities
|
(143.1
|
)
|
|
Corporate debt and capital lease obligations
|
(1,013.1
|
)
|
|
Deferred tax liabilities
|
(713.6
|
)
|
|
Other liabilities
|
(165.0
|
)
|
|
Fair value of net assets acquired
|
1,489.9
|
|
|
Goodwill
|
2,177.0
|
|
|
Total purchase consideration
|
$
|
3,666.9
|
|
|
|
Year Ended
|
||
|
|
March 31,
|
||
|
|
2017
|
||
|
|
(Amounts in millions, except per share amounts)
|
||
Revenues
|
|
$
|
4,323.7
|
|
Net income attributable to Lions Gate Entertainment Corp. shareholders
|
|
$
|
148.4
|
|
Basic Net Income Per Common Share attributable to Lions Gate Entertainment Corp. shareholders
|
|
$
|
0.74
|
|
Diluted Net Income Per Common Share attributable to Lions Gate Entertainment Corp. shareholders
|
|
$
|
0.71
|
|
|
March 31, 2018
(1)
|
|
March 31, 2017
(1)
|
||||
|
(Amounts in millions)
|
||||||
Motion Pictures Segment - Theatrical and Non-Theatrical Films
|
|
|
|
||||
Released, net of accumulated amortization
|
$
|
410.5
|
|
|
$
|
610.5
|
|
Acquired libraries, net of accumulated amortization
|
2.1
|
|
|
2.3
|
|
||
Completed and not released
|
55.0
|
|
|
24.1
|
|
||
In progress
|
347.2
|
|
|
169.3
|
|
||
In development
|
24.6
|
|
|
29.7
|
|
||
|
839.4
|
|
|
835.9
|
|
||
Television Production Segment - Direct-to-Television Programs
|
|
|
|
||||
Released, net of accumulated amortization
|
238.9
|
|
|
230.6
|
|
||
In progress
|
186.6
|
|
|
196.0
|
|
||
In development
|
4.8
|
|
|
7.3
|
|
||
|
430.3
|
|
|
433.9
|
|
||
Media Networks Segment
|
|
|
|
||||
Released program rights, net of accumulated amortization
|
616.9
|
|
|
639.3
|
|
||
In progress
|
45.6
|
|
|
92.1
|
|
||
In development
|
30.0
|
|
|
4.1
|
|
||
|
692.5
|
|
|
735.5
|
|
||
|
|
|
|
||||
Intersegment eliminations
|
(17.0
|
)
|
|
(14.1
|
)
|
||
|
|
|
|
||||
Investment in films and television programs and program rights, net
|
1,945.2
|
|
|
1,991.2
|
|
||
Less current portion of program rights
|
(253.2
|
)
|
|
(261.7
|
)
|
||
Non-current portion
|
$
|
1,692.0
|
|
|
$
|
1,729.5
|
|
(1)
|
As a result of the segment reorganization during the three months ended
June 30, 2018
(see Note 15), the Company has presented segment data for the fiscal year ended March 31, 2018 under the new segment structure, and prior year segment data has been presented in a manner that conforms to the current year presentation.
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
|
(Amounts in millions)
|
||||||
Distribution equipment
(1)
|
$
|
30.4
|
|
|
$
|
25.8
|
|
Building
(2)
|
50.4
|
|
|
50.4
|
|
||
Leasehold improvements
|
29.7
|
|
|
22.5
|
|
||
Property and equipment
|
21.1
|
|
|
17.9
|
|
||
Computer equipment and software
|
117.2
|
|
|
88.4
|
|
||
|
248.8
|
|
|
205.0
|
|
||
Less accumulated depreciation and amortization
|
(88.3
|
)
|
|
(40.7
|
)
|
||
|
160.5
|
|
|
164.3
|
|
||
Land
|
1.2
|
|
|
1.2
|
|
||
|
$
|
161.7
|
|
|
$
|
165.5
|
|
(1)
|
This category includes the cost of satellite transponders accounted for as capital leases, which was
$16.8 million
as of March 31, 2018, and accumulated depreciation for these transponders was
$7.1 million
(2017 - cost of
$17.9 million
, accumulated depreciation of
$1.7 million
).
|
(2)
|
Represents the cost of Starz's building in Englewood, Colorado which is accounted for as a capital lease. Accumulated depreciation for the building totaled
$2.6 million
at March 31, 2018 (2017 -
$0.6 million
).
|
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
|
|
(Amounts in millions)
|
||||||
Equity method investments
|
|
$
|
127.0
|
|
|
$
|
322.9
|
|
Available-for-sale securities
|
|
7.3
|
|
|
8.0
|
|
||
Cost method investments
|
|
30.6
|
|
|
40.6
|
|
||
|
|
$
|
164.9
|
|
|
$
|
371.5
|
|
|
March 31,
2018 |
|
|
|
|
||||
Equity Method Investee
|
Ownership
Percentage
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
|
|
|
(Amounts in millions)
|
||||||
EPIX
|
n/a
(1)
|
|
$
|
—
|
|
|
$
|
188.8
|
|
Pop
|
50.0%
|
|
91.3
|
|
|
96.8
|
|
||
Other
|
Various
|
|
35.7
|
|
|
37.3
|
|
||
|
|
|
$
|
127.0
|
|
|
$
|
322.9
|
|
(1)
|
In May 2017, the Company sold all of its
31.15%
equity interest in EPIX to MGM (see further details below).
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
Equity Method Investee
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
EPIX
|
$
|
4.0
|
|
|
$
|
31.0
|
|
|
$
|
52.1
|
|
Pop
|
(9.0
|
)
|
|
(6.9
|
)
|
|
(1.8
|
)
|
|||
Other
(1)
|
(47.8
|
)
|
|
(13.4
|
)
|
|
(6.1
|
)
|
|||
|
$
|
(52.8
|
)
|
|
$
|
10.7
|
|
|
$
|
44.2
|
|
(1)
|
The Company records its share of the net income or loss of certain other equity method investments on a one quarter lag.
|
|
Period from April 1, 2017 to May 11, 2017 (date of sale)
|
|
Twelve Months Ended
|
||||||||
|
|
March 31,
|
|||||||||
|
|
2017
|
|
2016
|
|||||||
|
(Amounts in millions)
|
||||||||||
Revenues
|
$
|
44.8
|
|
|
$
|
400.1
|
|
|
$
|
413.8
|
|
Expenses:
|
|
|
|
|
|
||||||
Operating expenses
|
32.3
|
|
|
259.8
|
|
|
221.6
|
|
|||
Selling, general and administrative expenses
|
2.4
|
|
|
23.3
|
|
|
24.0
|
|
|||
Operating income
|
10.1
|
|
|
117.0
|
|
|
168.2
|
|
|||
Interest and other expense
|
—
|
|
|
(0.3
|
)
|
|
(2.2
|
)
|
|||
Net income
|
$
|
10.1
|
|
|
$
|
116.7
|
|
|
$
|
166.0
|
|
Reconciliation of net income reported by EPIX to equity interest income:
|
|
|
|
|
|
||||||
Net income reported by EPIX
|
$
|
10.1
|
|
|
$
|
116.7
|
|
|
$
|
166.0
|
|
Ownership interest in EPIX
|
31.15
|
%
|
|
31.15
|
%
|
|
31.15
|
%
|
|||
The Company's share of net income
|
3.1
|
|
|
36.4
|
|
|
51.7
|
|
|||
Eliminations of the Company’s share of profits on licensing sales to EPIX
(1)
|
(0.1
|
)
|
|
(12.4
|
)
|
|
(7.3
|
)
|
|||
Realization of the Company’s share of profits on licensing sales to EPIX
(2)
|
1.0
|
|
|
7.0
|
|
|
7.7
|
|
|||
Total equity interest income recorded
|
$
|
4.0
|
|
|
$
|
31.0
|
|
|
$
|
52.1
|
|
(1)
|
Represents the elimination of the gross profit recognized by the Company on licensing sales to EPIX in proportion to the Company's ownership interest in EPIX.
|
(2)
|
Represents the realization of a portion of the profits previously eliminated. This profit remains eliminated until realized by EPIX. EPIX initially records the license fee for the title as inventory on its balance sheet and amortizes the inventory over the license period. Accordingly, the profit is realized as the inventory on EPIX's books is amortized.
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
|
(Amounts in millions)
|
||||||
Current assets
|
$
|
48.2
|
|
|
$
|
45.6
|
|
Non-current assets
|
$
|
191.6
|
|
|
$
|
184.0
|
|
Current liabilities
|
$
|
37.2
|
|
|
$
|
28.5
|
|
Non-current liabilities
(1)
|
$
|
654.9
|
|
|
$
|
555.7
|
|
Redeemable preferred stock
(1)
|
$
|
638.4
|
|
|
$
|
547.3
|
|
(1)
|
Non-current liabilities includes mandatorily redeemable preferred stock units.
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
||||||||
Revenues
|
$
|
110.9
|
|
|
$
|
95.0
|
|
|
$
|
86.4
|
|
Expenses:
|
|
|
|
|
|
||||||
Cost of services
|
66.2
|
|
|
52.7
|
|
|
39.7
|
|
|||
Selling, marketing, and general and administration
|
54.1
|
|
|
47.6
|
|
|
42.1
|
|
|||
Depreciation and amortization
|
8.1
|
|
|
7.9
|
|
|
7.8
|
|
|||
Operating loss
|
(17.5
|
)
|
|
(13.2
|
)
|
|
(3.2
|
)
|
|||
Interest expense, net
|
1.0
|
|
|
0.6
|
|
|
0.5
|
|
|||
Accretion of redeemable preferred stock units
(1)
|
79.1
|
|
|
67.8
|
|
|
57.7
|
|
|||
Total interest expense, net
|
80.1
|
|
|
68.4
|
|
|
58.2
|
|
|||
Net loss
|
$
|
(97.6
|
)
|
|
$
|
(81.6
|
)
|
|
$
|
(61.4
|
)
|
Reconciliation of net loss reported by Pop to equity interest loss:
|
|
|
|
|
|
||||||
Net loss reported by Pop
|
$
|
(97.6
|
)
|
|
$
|
(81.6
|
)
|
|
$
|
(61.4
|
)
|
Ownership interest in Pop
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
|||
The Company's share of net loss
|
(48.8
|
)
|
|
(40.8
|
)
|
|
(30.7
|
)
|
|||
Accretion of dividend and interest income on redeemable preferred stock units
(1)
|
39.5
|
|
|
33.9
|
|
|
28.8
|
|
|||
Elimination of the Company's share of profits on licensing sales to Pop
|
(0.8
|
)
|
|
(0.6
|
)
|
|
(0.8
|
)
|
|||
Realization of the Company’s share of profits on licensing sales to Pop
|
1.1
|
|
|
0.6
|
|
|
0.9
|
|
|||
Total equity interest loss recorded
|
$
|
(9.0
|
)
|
|
$
|
(6.9
|
)
|
|
$
|
(1.8
|
)
|
(1)
|
Accretion of mandatorily redeemable preferred stock units represents Pop's
10%
dividend and the amortization of discount on its mandatorily redeemable preferred stock units held by the Company and the other interest holder. The Company recorded its share of this expense as income from the accretion of dividend and discount on mandatorily redeemable preferred stock units within equity interest income (loss).
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
|
(Amounts in millions)
|
||||||
Current assets
|
$
|
232.7
|
|
|
$
|
106.1
|
|
Non-current assets
|
$
|
130.0
|
|
|
$
|
27.1
|
|
Current liabilities
|
$
|
201.5
|
|
|
$
|
62.5
|
|
Non-current liabilities
|
$
|
45.0
|
|
|
$
|
0.4
|
|
|
Year Ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts in millions)
|
||||||
Revenues
|
$
|
178.8
|
|
|
$
|
30.1
|
|
Gross profit
|
$
|
42.6
|
|
|
$
|
9.1
|
|
Net loss
|
$
|
(117.7
|
)
|
|
$
|
(50.8
|
)
|
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
|
|
(Amounts in millions)
|
||||||
Cost basis
|
|
$
|
2.6
|
|
|
$
|
2.6
|
|
Gross unrealized gain
|
|
4.7
|
|
|
5.4
|
|
||
Fair value
|
|
$
|
7.3
|
|
|
$
|
8.0
|
|
|
Motion
Pictures
|
|
Television
Production
|
|
Media Networks
|
|
Total
|
||||||||
|
(Amounts in millions)
|
||||||||||||||
Balance as of March 31, 2016
|
$
|
294.4
|
|
|
$
|
240.4
|
|
|
$
|
—
|
|
|
$
|
534.8
|
|
Business acquisitions
(1)
|
68.4
|
|
|
—
|
|
|
2,131.0
|
|
|
2,199.4
|
|
||||
Measurement period adjustments
(2)
|
(0.9
|
)
|
|
—
|
|
|
(32.8
|
)
|
|
(33.7
|
)
|
||||
Reallocation of goodwill for segment reorganization
(3)
|
—
|
|
|
68.8
|
|
|
(68.8
|
)
|
|
—
|
|
||||
Balance as of March 31, 2017
|
361.9
|
|
|
309.2
|
|
|
2,029.4
|
|
|
2,700.5
|
|
||||
Business acquisitions
(1)
|
29.0
|
|
|
—
|
|
|
—
|
|
|
29.0
|
|
||||
Measurement period adjustments
(2)
|
2.8
|
|
|
—
|
|
|
8.5
|
|
|
11.3
|
|
||||
Balance as of March 31, 2018
|
$
|
393.7
|
|
|
$
|
309.2
|
|
|
$
|
2,037.9
|
|
|
$
|
2,740.8
|
|
(1)
|
In fiscal 2017, represents the goodwill resulting from the Starz Merger, which was allocated to the Media Networks and Motion Pictures segments based on the estimate of the relative fair value of the businesses included in each segment (see
Note 2
and
Note 15
). In fiscal 2018, represents the goodwill resulting from the acquisition of Good Universe (see
Note 2
).
|
(2)
|
In fiscal 2017 and fiscal 2018, represents measurement period adjustments recorded for the Starz Merger.
|
(3)
|
Represents the reallocation of goodwill as the result of the reorganization of our segment structure during the three months ended June 30, 2018 (see
Note 15
).
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
|
(Amounts in millions)
|
||||||||||||||||||||||
Finite-lived intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
(1)
|
$
|
1,821.0
|
|
|
$
|
141.4
|
|
|
$
|
1,679.6
|
|
|
$
|
1,821.0
|
|
|
$
|
33.9
|
|
|
$
|
1,787.1
|
|
Trademarks and trade names
|
8.6
|
|
|
7.2
|
|
|
1.4
|
|
|
8.6
|
|
|
6.9
|
|
|
1.7
|
|
||||||
Other
|
9.5
|
|
|
2.8
|
|
|
6.7
|
|
|
9.5
|
|
|
1.6
|
|
|
7.9
|
|
||||||
|
$
|
1,839.1
|
|
|
$
|
151.4
|
|
|
$
|
1,687.7
|
|
|
$
|
1,839.1
|
|
|
$
|
42.4
|
|
|
$
|
1,796.7
|
|
(1)
|
Customer relationships primarily represent affiliation agreements with distributors acquired in the Starz Merger (see
Note 2
).
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
|
(Amounts in millions)
|
||||||
Indefinite-lived intangible assets not subject to amortization:
|
|
|
|
||||
Tradenames
(1)
|
$
|
250.0
|
|
|
$
|
250.0
|
|
(1)
|
Tradenames are primarily related to the Starz brand name, which have an indefinite useful life and are not amortized, but rather are assessed for impairment at least annually or more frequently whenever events or circumstances indicate that the rights might be impaired.
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
|
(Amounts in millions)
|
||||||
Corporate debt:
|
|
|
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan A
(1)
|
750.0
|
|
|
987.5
|
|
||
Term Loan B
(1)
|
1,250.0
|
|
|
1,600.0
|
|
||
5.875% Senior Notes
|
520.0
|
|
|
520.0
|
|
||
Total corporate debt
|
2,520.0
|
|
|
3,107.5
|
|
||
Convertible senior subordinated notes
(2)
|
60.0
|
|
|
60.0
|
|
||
Capital lease obligations
|
50.5
|
|
|
57.7
|
|
||
Total debt
|
2,630.5
|
|
|
3,225.2
|
|
||
Unamortized discount and debt issuance costs, net of fair value adjustment on capital lease obligations
|
(73.1
|
)
|
|
(100.3
|
)
|
||
Total debt, net
|
2,557.4
|
|
|
3,124.9
|
|
||
Less current portion
|
(79.1
|
)
|
|
(77.9
|
)
|
||
Non-current portion of debt
|
$
|
2,478.3
|
|
|
$
|
3,047.0
|
|
(1)
|
As of March 31, 2017, amounts were outstanding under the Previous Term Loan A and Previous Term Loan B, as defined below under the "Debt Transactions" section.
|
(2)
|
Represents
1.25%
convertible senior subordinated notes due April 2018 (the "April 2013
1.25%
Notes"), which were convertible, at any time, into the number of common shares of the Company determined by the principal amount being converted divided by the conversion price, subject to adjustment in certain circumstances, including upon the issuance of dividends (conversion price of
$29.09
per share of Class A voting shares and
$29.08
per share of Class B non-voting shares at
March 31, 2018
). All of the April 2013
1.25%
Notes were subsequently repaid in April 2018 (see
Note 22
).
|
|
|
Maturity Date
|
|
Year Ended March 31,
|
||||||||||||||||||||||||||
Debt Type
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|||||||||||||||
|
|
|
|
(Amounts in millions)
|
||||||||||||||||||||||||||
Revolving Credit Facility
|
|
March 2023
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan A
|
|
March 2023
|
|
—
|
|
|
37.5
|
|
|
52.5
|
|
|
75.0
|
|
|
585.0
|
|
|
—
|
|
|
750.0
|
|
|||||||
Term Loan B
|
|
March 2025
|
|
12.5
|
|
|
12.5
|
|
|
12.5
|
|
|
12.5
|
|
|
12.5
|
|
|
1,187.5
|
|
|
1,250.0
|
|
|||||||
5.875% Senior Notes
|
|
November 2024
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
520.0
|
|
|
520.0
|
|
|||||||
Capital lease obligations
|
|
Various
|
|
5.2
|
|
|
3.0
|
|
|
3.0
|
|
|
0.9
|
|
|
0.9
|
|
|
37.5
|
|
|
50.5
|
|
|||||||
April 2013 1.25% Notes
|
|
April 2018
|
|
60.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60.0
|
|
|||||||
|
|
|
|
$
|
77.7
|
|
|
$
|
53.0
|
|
|
$
|
68.0
|
|
|
$
|
88.4
|
|
|
$
|
598.4
|
|
|
$
|
1,745.0
|
|
|
2,630.5
|
|
|
Less aggregate unamortized discount & debt issuance costs, net of fair value adjustment on capital lease obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(73.1
|
)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,557.4
|
|
•
|
Revolving Credit Facility & Term Loan A:
Initially bear interest at a rate per annum equal to LIBOR plus
1.75%
(or an alternative base rate plus
0.75%
) margin, with a LIBOR floor of
zero
. The margin is subject to potential increases of up to
50
basis points (
two
(
2
) increases of
25
basis points each) upon certain increases to net first lien leverage ratios, as defined in the Amended Credit Agreement (effective interest rate of
3.63%
as of
March 31, 2018
).
|
•
|
Term Loan B:
As of March 22, 2018, pursuant to the Amended Credit Agreement described below, the Term Loan B bears interest at a rate per annum equal to LIBOR plus
2.25%
margin, with a LIBOR floor of
zero
(or an alternative base rate plus
1.25%
margin) (effective interest rate of
4.13%
as of
March 31, 2018
).
|
•
|
Term Loan A:
Quarterly principal payments beginning the last day of the first full fiscal quarter ending after March 22, 2018, at quarterly rates of
0.00%
for the first year,
1.25%
for the second year,
1.75%
for the third year, and
2.50%
for the fourth and fifth years, with the balance payable at maturity.
|
•
|
Term Loan B:
Quarterly principal payments beginning the last day of the first full fiscal quarter ending after March 22, 2018, at a quarterly rate of
0.25%
, with the balance payable at maturity.
|
•
|
Revolving Credit Facility & Term Loan A:
The Company may voluntarily prepay the Revolving Credit Facility and Term Loan A at any time without premium or penalty.
|
•
|
Term Loan B:
The Company may voluntarily prepay the Term Loan B at any time, provided that if prepaid in connection with a Repricing Transaction (as defined in the Amended Credit Agreement) on or before six months after December 11, 2017, the Company shall pay to lenders a prepayment premium of
1.0%
of the loans prepaid.
|
(i)
|
Prior to November 1, 2019, the
5.875%
Senior Notes are redeemable under certain circumstances (as defined in the indenture governing the
5.875%
Senior Notes), in whole at any time or in part from time to time, at a price equal to
100%
of the principal amount, plus the Applicable Premium (as defined in the indenture governing the
5.875%
Senior Notes). The Applicable Premium is the greater of (i)
1.0%
of the principal amount redeemed and (ii) the excess of the present value of the redemption amount at November 1, 2019 (see below) of the notes redeemed plus interest through the redemption date (discounted at the treasury rate on the redemption date plus
50
basis points) over the principal amount of the notes redeemed on the redemption date.
|
(ii)
|
On and after November 1, 2019, redeemable by the Company, in whole or in part, at the redemption prices set forth as follows (as a percentage of the principal amount redeemed), plus accrued and unpaid interest to the redemption date: (i) on or after November 1, 2019 -
104.406%
; (ii) on or after November 1, 2020 -
102.938%
; (iii) on or after November 1, 2021 -
101.439%
; and (iv) on or after November 1, 2022 -
100%
.
|
|
Year Ended March 31, 2018
|
||||||||||
|
Loss on Extinguishment of Debt
|
|
Capitalized & Amortized Over Life of New Issuances
|
|
Total
|
||||||
|
(Amounts in millions)
|
||||||||||
|
|
|
|
|
|
||||||
New debt issuance costs
|
$
|
11.0
|
|
|
$
|
11.6
|
|
|
$
|
22.6
|
|
Previously incurred debt issuance costs or unamortized discount
|
24.7
|
|
|
|
|
|
|||||
Total
|
$
|
35.7
|
|
|
|
|
|
|
Year Ended March 31, 2017
|
||||||||||
|
Loss on Extinguishment of Debt
|
|
Capitalized & Amortized Over Life of New Issuances
|
|
Total
|
||||||
|
(Amounts in millions)
|
||||||||||
New debt issuance costs and call premium
|
$
|
20.6
|
|
|
$
|
115.0
|
|
|
$
|
135.6
|
|
Previously incurred debt issuance costs or unamortized discount
|
19.8
|
|
|
|
|
|
|||||
Total
|
$
|
40.4
|
|
|
|
|
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
||||||||
Interest expense
|
|
|
|
|
|
||||||
Cash interest
|
$
|
122.9
|
|
|
$
|
86.8
|
|
|
$
|
45.7
|
|
Amortization of debt discount and financing costs
|
14.3
|
|
|
12.9
|
|
|
9.2
|
|
|||
|
137.2
|
|
|
99.7
|
|
|
54.9
|
|
|||
Interest on dissenting shareholders' liability (see Note 2)
|
56.5
|
|
|
15.5
|
|
|
—
|
|
|||
Total interest expense
|
$
|
193.7
|
|
|
$
|
115.2
|
|
|
$
|
54.9
|
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
|
(Amounts in millions)
|
||||||
Film obligations
|
$
|
146.7
|
|
|
$
|
129.9
|
|
Production loans
|
352.9
|
|
|
353.8
|
|
||
Total film obligations and production loans
|
499.6
|
|
|
483.7
|
|
||
Unamortized debt issuance costs
|
(0.4
|
)
|
|
(0.5
|
)
|
||
Total film obligations and production loans, net
|
499.2
|
|
|
483.2
|
|
||
Less current portion
|
(327.9
|
)
|
|
(367.2
|
)
|
||
Total non-current film obligations and production loans
|
$
|
171.3
|
|
|
$
|
116.0
|
|
|
Year Ended March 31,
|
||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(Amounts in millions)
|
||||||||||||||||||||||||||
Film obligations
|
$
|
104.5
|
|
|
$
|
37.6
|
|
|
$
|
1.7
|
|
|
$
|
1.5
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
146.4
|
|
Production loans
|
223.4
|
|
|
129.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352.9
|
|
|||||||
|
$
|
327.9
|
|
|
$
|
167.1
|
|
|
$
|
1.7
|
|
|
$
|
1.5
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
499.3
|
|
Less imputed interest on film obligations and debt issuance costs on production loans
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
499.2
|
|
•
|
Level 1 — Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 liabilities that are not required to be measured at fair value on a recurring basis include the Company’s convertible senior subordinated notes, production loans,
5.875%
Senior Notes, Term Loan A and Term Loan B, which are priced using discounted cash flow techniques that use observable market inputs, such as LIBOR-based yield curves, swap rates, and credit ratings.
|
•
|
Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. The Company measures the fair value of its investment in Pop's mandatorily redeemable preferred stock units using primarily a discounted cash flow analysis based on the expected cash flows of the investment. The analysis reflects the contractual terms of the investment, including the period to maturity, and uses a discount rate commensurate with the risk associated with the investment.
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
Assets:
|
(Amounts in millions)
|
||||||||||||||||||||||
Available-for-sale securities (see Note 5):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in Next Games
|
$
|
7.3
|
|
|
$
|
—
|
|
|
$
|
7.3
|
|
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
8.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Forward exchange contracts (see Note 17)
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Forward exchange contracts (see Note 17)
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||||
|
$
|
7.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
7.0
|
|
|
$
|
8.0
|
|
|
$
|
0.1
|
|
|
$
|
8.1
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||
|
(Amounts in millions)
|
||||||||||||||
|
Carrying
Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
|
|
(Level 3)
|
|
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment in Pop's mandatorily redeemable preferred stock units
|
$
|
91.3
|
|
|
$
|
125.0
|
|
|
$
|
96.8
|
|
|
$
|
122.1
|
|
|
|
|
|
|
|
|
|
||||||||
|
Carrying
Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
|
|
(Level 2)
|
|
|
|
(Level 2)
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Term Loan A
(1)
|
729.7
|
|
|
750.9
|
|
|
961.8
|
|
|
983.8
|
|
||||
Term Loan B
(1)
|
1,229.3
|
|
|
1,251.6
|
|
|
1,554.7
|
|
|
1,610.0
|
|
||||
5.875% Senior Notes
|
500.4
|
|
|
539.5
|
|
|
498.3
|
|
|
542.1
|
|
||||
April 2013 1.25% Notes
|
60.0
|
|
|
60.3
|
|
|
60.0
|
|
|
58.5
|
|
||||
Production loans
|
352.6
|
|
|
352.9
|
|
|
353.3
|
|
|
353.8
|
|
||||
|
$
|
2,872.0
|
|
|
$
|
2,955.2
|
|
|
$
|
3,428.1
|
|
|
$
|
3,548.2
|
|
(1)
|
As of March 31, 2017, amounts were outstanding under the Previous Term Loan A and Previous Term Loan B (see
Note 7
).
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Beginning balance
|
$
|
93.8
|
|
|
$
|
90.5
|
|
|
$
|
—
|
|
Initial fair value of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
90.1
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
0.5
|
|
|
(0.3
|
)
|
|
(7.5
|
)
|
|||
Noncontrolling interest discount accretion
|
6.1
|
|
|
5.0
|
|
|
2.0
|
|
|||
Adjustments to redemption value
|
9.3
|
|
|
5.5
|
|
|
5.9
|
|
|||
Cash distributions
|
(7.9
|
)
|
|
(6.9
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
101.8
|
|
|
$
|
93.8
|
|
|
$
|
90.5
|
|
|
March 31,
2018 |
|
March 31,
2017 |
||
|
(Amounts in millions)
|
||||
Stock options and equity-settled SARs outstanding
|
32.1
|
|
|
33.4
|
|
Restricted stock and restricted share units — unvested
|
2.2
|
|
|
2.7
|
|
Common shares available for future issuance under Lionsgate plan
(1)
|
10.3
|
|
|
0.8
|
|
Common shares available for future issuance under Starz plan
|
—
|
|
|
11.8
|
|
Shares issuable upon conversion of April 2013 1.25% Notes
|
2.1
|
|
|
2.1
|
|
Shares reserved for future issuance
|
46.7
|
|
|
50.8
|
|
(1)
|
As of
March 31, 2018
, amounts represent common shares reserved for issuance under the Company's current 2017 Performance Incentive Plan. As of March 31, 2017, amounts represent common shares reserved for issuance under the Company's former 2012 Performance Incentive Plan. See
Share Based Compensation
section below for further information.
|
|
|
Dividends Declared Per Common Share
|
|
Total Amount
|
|
Payment Date
|
||
|
|
|
|
(in millions)
|
|
|
||
Fiscal Year 2018:
|
|
|
|
|
|
|
||
Fourth quarter ended March 31, 2018
(1)
|
|
$0.09
|
|
$
|
19.1
|
|
|
May 1, 2018
|
Fiscal Year 2017:
|
|
|
|
|
|
|
||
First quarter ended June 30, 2016
|
|
$0.09
|
|
$
|
13.3
|
|
|
August 5, 2016
|
Fiscal Year 2016:
|
|
|
|
|
|
|
||
Fourth quarter ended March 31, 2016
|
|
$0.09
|
|
$
|
13.2
|
|
|
May 27, 2016
|
Third quarter ended December 31, 2015
|
|
$0.09
|
|
13.5
|
|
|
February 5, 2016
|
|
Second quarter ended September 30, 2015
|
|
$0.09
|
|
13.3
|
|
|
November 10, 2015
|
|
First quarter ended June 30, 2015
|
|
$0.07
|
|
10.4
|
|
|
August 7, 2015
|
|
Total cash dividends declared in fiscal year 2016
|
|
$0.34
|
|
$
|
50.4
|
|
|
|
(1)
|
As of March 31, 2018, the Company had
$19.1 million
of cash dividends payable included in accounts payable and accrued liabilities on the consolidated balance sheet. As of March 31, 2018, the Company was not limited in its capacity to pay dividends under the Senior Credit Facilities Amended Credit Agreement and the indenture governing the
5.875%
Senior Notes (see
Note 7
).
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Compensation Expense:
|
|
|
|
|
|
||||||
Stock options
|
$
|
43.1
|
|
|
$
|
42.5
|
|
|
$
|
31.0
|
|
Restricted share units and other share-based compensation
|
36.2
|
|
|
34.0
|
|
|
25.0
|
|
|||
Share appreciation rights
|
6.3
|
|
|
0.6
|
|
|
0.3
|
|
|||
|
85.6
|
|
|
77.1
|
|
|
56.3
|
|
|||
Immediately vested restricted share units issued under annual bonus program
(1)
|
—
|
|
|
—
|
|
|
22.2
|
|
|||
Impact of accelerated vesting on equity awards
(2)
|
2.9
|
|
|
2.4
|
|
|
—
|
|
|||
Total share-based compensation expense
|
$
|
88.5
|
|
|
$
|
79.5
|
|
|
$
|
78.5
|
|
|
|
|
|
|
|
||||||
Tax impact
(3)
|
(29.6
|
)
|
|
(28.0
|
)
|
|
(28.6
|
)
|
|||
Reduction in net income
|
$
|
58.9
|
|
|
$
|
51.5
|
|
|
$
|
49.9
|
|
(1)
|
Represents the impact of immediately vested stock awards granted as part of the Company's annual bonus program, and issued in lieu of cash bonuses.
|
(2)
|
Represents the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.
|
(3)
|
Represents the income tax benefit recognized in the statements of income for share-based compensation arrangements.
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Compensation Expense:
|
|
|
|
|
|
||||||
Direct operating
|
$
|
1.1
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
Distribution and marketing
|
0.9
|
|
|
0.4
|
|
|
—
|
|
|||
General and administration
|
83.6
|
|
|
75.5
|
|
|
78.5
|
|
|||
Restructuring and other
|
2.9
|
|
|
2.4
|
|
|
—
|
|
|||
|
$
|
88.5
|
|
|
$
|
79.5
|
|
|
$
|
78.5
|
|
|
|
Number of
|
|
Weighted-
Average
Exercise
|
|||
Options:
|
|
Shares
|
|
Price
|
|||
Outstanding at March 31, 2015
|
|
13,214,696
|
|
|
$
|
21.26
|
|
Granted
|
|
3,538,346
|
|
|
31.50
|
|
|
Exercised
|
|
(640,008
|
)
|
|
13.01
|
|
|
Forfeited or expired
|
|
(19,138
|
)
|
|
26.54
|
|
|
Outstanding at March 31, 2016
|
|
16,093,896
|
|
|
$
|
23.83
|
|
Granted
|
|
5,997,539
|
|
|
22.73
|
|
|
Exercised
|
|
(2,145,852
|
)
|
|
9.78
|
|
|
Forfeited or expired
|
|
(552,067
|
)
|
|
32.39
|
|
|
Outstanding at December 8, 2016 before share reclassification
|
|
19,393,516
|
|
|
$
|
24.80
|
|
Reclassification of common shares to newly issued Class A voting shares and Class B non-voting shares
|
|
(19,393,516
|
)
|
|
|
||
Outstanding at December 8, 2016 after share reclassification
|
|
—
|
|
|
|
|
Stock Options and Equity-Settled SARs
(1)
|
|||||||||||||||||||||
|
Class A Voting Shares
|
|
Class B Non-Voting Shares
|
|||||||||||||||||||
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term In Years
|
|
Aggregate Intrinsic Value as of March 31, 2018
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term In Years
|
|
Aggregate Intrinsic Value as of March 31, 2018
|
|||||||
Issuance of Class A voting shares and Class B non-voting shares upon reclassification of common shares at December 8, 2016
|
9,528,634
|
|
|
$25.53
|
|
|
|
|
|
9,528,634
|
|
|
$24.68
|
|
|
|
|
|||||
Issuance for Lions Gate replacement awards
|
—
|
|
|
—
|
|
|
|
|
|
|
15,395,707
|
|
|
$14.68
|
|
|
|
|
||||
Granted
|
36,645
|
|
|
$26.03
|
|
|
|
|
|
1,783,446
|
|
|
$25.17
|
|
|
|
|
|||||
Exercised
|
(447,140
|
)
|
|
$10.25
|
|
|
|
|
|
(2,198,914
|
)
|
|
$12.43
|
|
|
|
|
|||||
Forfeited or expired
|
(28,224
|
)
|
|
$33.65
|
|
|
|
|
|
(207,169
|
)
|
|
$25.52
|
|
|
|
|
|||||
Outstanding at March 31, 2017
|
9,089,915
|
|
|
$26.67
|
|
|
|
|
|
24,301,704
|
|
|
$19.63
|
|
|
|
|
|||||
Granted
|
455,395
|
|
|
$30.78
|
|
|
|
|
|
2,405,095
|
|
|
$28.84
|
|
|
|
|
|||||
Exercised
|
(537,930
|
)
|
|
$19.29
|
|
|
|
|
|
(2,612,877
|
)
|
|
$17.15
|
|
|
|
|
|||||
Forfeited or expired
|
(370,943
|
)
|
|
$36.31
|
|
|
|
|
|
(630,807
|
)
|
|
$30.72
|
|
|
|
|
|||||
Outstanding at March 31, 2018
|
8,636,437
|
|
|
$26.93
|
|
6.31
|
|
$
|
20,567,305
|
|
|
23,463,115
|
|
|
$20.56
|
|
6.17
|
|
$
|
130,946,902
|
|
|
Outstanding as of March 31, 2018, vested or expected to vest in the future
|
8,606,761
|
|
|
$26.94
|
|
6.31
|
|
$
|
20,449,524
|
|
|
23,317,418
|
|
|
$20.52
|
|
6.15
|
|
$
|
130,846,866
|
|
|
Exercisable at March 31, 2018
|
5,498,184
|
|
|
$28.12
|
|
5.07
|
|
$
|
12,157,537
|
|
|
16,776,803
|
|
|
$18.55
|
|
4.70
|
|
$
|
124,449,854
|
|
(1)
|
Amounts for the year ended March 31, 2017 have been reclassified to conform to the current period presentation, and now include the Company’s equity-settled share-appreciation rights ("SARs"), which were previously accounted for as cash-settled SARs.
|
|
Year Ended March 31,
|
||||
|
2018
|
|
2017
|
|
2016
|
Weighted average fair value of grants
|
$8.38
|
|
$6.88
|
|
$7.64
|
Weighted average assumptions:
|
|
|
|
|
|
Risk-free interest rate
(1)
|
1.7% - 2.7%
|
|
1.2% - 2.4%
|
|
0.9% - 1.9%
|
Expected option lives (in years)
(2)
|
4 - 6 years
|
|
4 - 10 years
|
|
3 - 6 years
|
Expected volatility for options
(3)
|
35%
|
|
35%
|
|
35%
|
Expected dividend yield
(4)
|
0.0% - 1.5%
|
|
0.0% - 1.8%
|
|
0.8% - 1.8%
|
(1)
|
The risk-free rate assumed in valuing the options is based on the U.S. Treasury Yield curve in effect applied against the expected term of the option at the time of the grant.
|
(2)
|
The expected term of options granted represents the period of time that options granted are expected to be outstanding.
|
(3)
|
Expected volatilities are based on implied volatilities from traded options on the Company’s shares, historical volatility of the Company’s shares and other factors.
|
(4)
|
The expected dividend yield is estimated by dividing the expected annual dividend by the market price of the Company's shares at the date of grant.
|
Restricted Share Units:
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at March 31, 2015
|
|
1,662,028
|
|
|
$
|
28.10
|
|
Granted
|
|
1,461,521
|
|
|
32.36
|
|
|
Vested
|
|
(1,438,207
|
)
|
|
28.22
|
|
|
Forfeited
|
|
(37,910
|
)
|
|
30.36
|
|
|
Outstanding at March 31, 2016
|
|
1,647,432
|
|
|
$
|
31.74
|
|
Granted
|
|
1,537,632
|
|
|
20.89
|
|
|
Vested
|
|
(1,789,908
|
)
|
|
25.01
|
|
|
Forfeited
|
|
(164,592
|
)
|
|
30.18
|
|
|
Outstanding at December 8, 2016 before share reclassification
|
|
1,230,564
|
|
|
$
|
28.18
|
|
Reclassification of common shares to newly issued Class A voting shares and Class B non-voting shares
|
|
(1,230,564
|
)
|
|
|
||
Outstanding at December 8, 2016 after share reclassification
|
|
—
|
|
|
|
|
Restricted Share Units
|
|
Restricted Stock
|
||||||||||||||
|
Class A Voting Shares
|
|
Weighted-Average Grant-Date Fair Value
|
|
Class B Non-Voting Shares
|
|
Weighted-Average Grant-Date Fair Value
|
|
Class B Non-Voting Shares
|
|
Weighted-Average Grant-Date Fair Value
|
||||||
Issuance of Class A voting shares and Class B non-voting shares upon reclassification of common shares at December 8, 2016
|
615,103
|
|
|
$26.48
|
|
615,103
|
|
|
$28.20
|
|
—
|
|
|
—
|
|
||
Issuance for Lions Gate replacement awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,861,342
|
|
|
$25.70
|
|
Granted
|
15,529
|
|
|
$26.78
|
|
410,857
|
|
|
$25.06
|
|
—
|
|
|
—
|
|
||
Vested
|
(105,796
|
)
|
|
$29.55
|
|
(109,201
|
)
|
|
$29.41
|
|
(373,148
|
)
|
|
$25.70
|
|||
Forfeited
|
(5,688
|
)
|
|
$30.91
|
|
(5,688
|
)
|
|
$30.91
|
|
(141,259
|
)
|
|
$25.70
|
|||
Outstanding at March 31, 2017
|
519,148
|
|
|
$27.85
|
|
911,071
|
|
|
$26.62
|
|
1,346,935
|
|
|
$25.70
|
|||
Granted
|
117,295
|
|
|
$29.11
|
|
1,200,352
|
|
|
$29.44
|
|
—
|
|
|
$25.70
|
|||
Vested
|
(393,137
|
)
|
|
$27.79
|
|
(575,659
|
)
|
|
$26.97
|
|
(587,733
|
)
|
|
$25.70
|
|||
Forfeited
|
(12,745
|
)
|
|
$29.69
|
|
(24,116
|
)
|
|
$28.06
|
|
(269,801
|
)
|
|
$25.70
|
|||
Outstanding at March 31, 2018
|
230,561
|
|
|
$28.49
|
|
1,511,648
|
|
|
$28.71
|
|
489,401
|
|
|
$25.70
|
|
Total
Unrecognized
Compensation
Cost
|
|
Weighted
Average
Remaining
Years
|
||
|
(Amounts in millions)
|
|
|
||
Stock Options
|
$
|
52.9
|
|
|
2.7
|
Restricted Stock and Restricted Share Units
|
41.6
|
|
|
2.2
|
|
Total
|
$
|
94.5
|
|
|
|
|
Year Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current provision (benefit):
|
(Amounts in millions)
|
||||||||||
Federal
|
$
|
(17.6
|
)
|
|
$
|
7.8
|
|
|
$
|
6.2
|
|
States
|
(4.3
|
)
|
|
2.2
|
|
|
2.5
|
|
|||
International
|
2.0
|
|
|
4.5
|
|
|
(0.2
|
)
|
|||
Total current provision (benefit)
|
$
|
(19.9
|
)
|
|
$
|
14.5
|
|
|
$
|
8.5
|
|
Deferred benefit:
|
|
|
|
|
|
||||||
Federal
|
$
|
(269.0
|
)
|
|
$
|
(143.3
|
)
|
|
$
|
(77.4
|
)
|
States
|
(18.5
|
)
|
|
(9.9
|
)
|
|
(7.6
|
)
|
|||
International
|
(12.0
|
)
|
|
(10.2
|
)
|
|
—
|
|
|||
Total deferred benefit
|
(299.5
|
)
|
|
(163.4
|
)
|
|
(85.0
|
)
|
|||
Total benefit for income taxes
|
$
|
(319.4
|
)
|
|
$
|
(148.9
|
)
|
|
$
|
(76.5
|
)
|
|
Year Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Income taxes computed at Federal statutory rate
|
$
|
46.8
|
|
|
$
|
(47.1
|
)
|
|
$
|
(11.8
|
)
|
Foreign affiliate dividends
|
(329.1
|
)
|
|
(84.2
|
)
|
|
(59.4
|
)
|
|||
Foreign and provincial operations subject to different income tax rates
|
7.1
|
|
|
(14.6
|
)
|
|
(7.1
|
)
|
|||
State income tax
|
(21.2
|
)
|
|
(6.0
|
)
|
|
(3.8
|
)
|
|||
Remeasurement of opening U.S. deferred tax liabilities due to the Tax Act
|
(165.0
|
)
|
|
—
|
|
|
—
|
|
|||
Additional remeasurements of originating deferred tax assets and liabilities
|
75.6
|
|
|
—
|
|
|
—
|
|
|||
Transaction costs
|
—
|
|
|
7.3
|
|
|
—
|
|
|||
Permanent differences
|
3.5
|
|
|
(0.5
|
)
|
|
6.5
|
|
|||
Other
|
(5.3
|
)
|
|
(2.3
|
)
|
|
(0.9
|
)
|
|||
Increase (decrease) in valuation allowance
|
68.2
|
|
|
(1.5
|
)
|
|
—
|
|
|||
Total benefit for income taxes
|
$
|
(319.4
|
)
|
|
$
|
(148.9
|
)
|
|
$
|
(76.5
|
)
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
|
(Amounts in millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
336.7
|
|
|
$
|
224.3
|
|
Foreign tax credits
|
68.3
|
|
|
57.5
|
|
||
Investment in film and television obligations
|
101.5
|
|
|
91.6
|
|
||
Accounts payable
|
96.4
|
|
|
112.1
|
|
||
Other assets
|
59.0
|
|
|
60.3
|
|
||
Reserves
|
21.4
|
|
|
41.2
|
|
||
Subordinated notes
|
—
|
|
|
8.2
|
|
||
Total deferred tax assets
|
683.3
|
|
|
595.2
|
|
||
Valuation allowance
|
(73.2
|
)
|
|
(5.9
|
)
|
||
Deferred tax assets, net of valuation allowance
|
610.1
|
|
|
589.3
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(475.5
|
)
|
|
(780.8
|
)
|
||
Fixed assets
|
(19.5
|
)
|
|
(28.6
|
)
|
||
Accounts receivable
|
(150.7
|
)
|
|
(185.7
|
)
|
||
Subordinated notes
|
—
|
|
|
—
|
|
||
Other
|
(17.5
|
)
|
|
(14.4
|
)
|
||
Total deferred tax liabilities
|
$
|
(663.2
|
)
|
|
$
|
(1,009.5
|
)
|
|
|
|
|
||||
Net deferred tax liabilities
|
$
|
(53.1
|
)
|
|
$
|
(420.2
|
)
|
|
Amounts
in millions
|
||
Gross unrecognized tax benefits at March 31, 2015
|
$
|
4.5
|
|
Increases related to prior year tax positions
|
—
|
|
|
Decreases related to prior year tax positions
|
—
|
|
|
Settlements
|
—
|
|
|
Lapse in statute of limitations
|
—
|
|
|
|
|
||
Gross unrecognized tax benefits at March 31, 2016
|
4.5
|
|
|
Increases related to prior year tax positions
|
14.2
|
|
|
Decreases related to prior year tax positions
|
(4.5
|
)
|
|
Settlements
|
—
|
|
|
Lapse in statute of limitations
|
—
|
|
|
|
|
||
Gross unrecognized tax benefits at March 31, 2017
|
14.2
|
|
|
Increases related to current year tax position
|
0.1
|
|
|
Increases related to prior year tax positions
|
11.5
|
|
|
Decreases related to prior year tax positions
|
(8.2
|
)
|
|
Settlements
|
—
|
|
|
Lapse in statute of limitations
|
—
|
|
|
|
|
||
Gross unrecognized tax benefits at March 31, 2018
|
$
|
17.6
|
|
|
|
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Restructuring and other:
|
|
|
|
|
|
||||||
Severance
(1)
|
|
|
|
|
|
||||||
Cash
|
$
|
21.5
|
|
|
$
|
26.7
|
|
|
$
|
0.6
|
|
Accelerated vesting on equity awards (see Note 12)
|
2.9
|
|
|
2.4
|
|
|
—
|
|
|||
Total severance costs
|
24.4
|
|
|
29.1
|
|
|
0.6
|
|
|||
Transaction and related costs
(2)
|
22.2
|
|
|
59.6
|
|
|
16.5
|
|
|||
Development expense
(3)
|
13.2
|
|
|
—
|
|
|
—
|
|
|||
Pension withdrawal costs
(4)
|
—
|
|
|
—
|
|
|
2.7
|
|
|||
|
$
|
59.8
|
|
|
$
|
88.7
|
|
|
$
|
19.8
|
|
(1)
|
Severance costs in the fiscal year ended March 31, 2018 were primarily related to the restructuring of the Motion Pictures business in connection with the acquisition of Good Universe and additional workforce reductions in connection with the Starz Merger. Of the severance costs,
$14.7 million
is recorded as a liability and is expected to be paid by March 31, 2019. Severance costs in the fiscal year ended March 31, 2017 were primarily related to workforce reductions for redundancies in connection with the Starz Merger.
|
(2)
|
Transaction and related costs in the fiscal years ended March 31, 2018, 2017 and 2016 reflect transaction, integration and legal costs incurred associated with certain strategic transactions. In fiscal 2018, these costs were primarily related to the sale of EPIX (see
Note 5
), the Starz Merger, the legal fees associated with the Starz class action lawsuits and certain other legal matters. In fiscal 2017, these costs were primarily related to the Starz Merger, the legal fees associated with the Starz class action lawsuits, and an arbitration award of
$5.8 million
and related legal expenses. In fiscal 2016, these costs were primarily related to the acquisition of a majority interest in Pilgrim Media Group and certain shareholder transactions.
|
(3)
|
Development expense in the fiscal year ended March 31, 2018 represents write-downs resulting from the restructuring of the Motion Pictures business in connection with the acquisition of Good Universe and new management's decisions around the creative direction on certain development projects which were abandoned in the fiscal year.
|
(4)
|
Pension withdrawal costs in the fiscal year ended March 31, 2016 were related to an underfunded multi-employer pension plan in which the Company was no longer participating.
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Severance liability
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
22.2
|
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
Accruals
|
21.5
|
|
|
26.7
|
|
|
0.6
|
|
|||
Severance payments
|
(27.9
|
)
|
|
(10.6
|
)
|
|
(0.5
|
)
|
|||
Other
(1)
|
(1.1
|
)
|
|
5.5
|
|
|
—
|
|
|||
Ending balance
|
$
|
14.7
|
|
|
$
|
22.2
|
|
|
$
|
0.6
|
|
(1)
|
In the year ended March 31, 2018, other represents noncash reductions related to the settlement of certain liabilities relating to employee compensation with equity instruments. In the year ended March 31, 2017, other represents a severance liability acquired in connection with the Starz Merger.
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Segment revenues
|
|
|
|
|
|
||||||
Motion Pictures
|
$
|
1,822.1
|
|
|
$
|
1,920.6
|
|
|
$
|
1,677.4
|
|
Television Production
|
1,033.2
|
|
|
892.8
|
|
|
669.9
|
|
|||
Media Networks
|
1,411.2
|
|
|
426.3
|
|
|
0.1
|
|
|||
Intersegment eliminations
|
(137.4
|
)
|
|
(38.2
|
)
|
|
—
|
|
|||
|
$
|
4,129.1
|
|
|
$
|
3,201.5
|
|
|
$
|
2,347.4
|
|
Intersegment revenues
|
|
|
|
|
|
||||||
Motion Pictures
|
$
|
10.7
|
|
|
$
|
6.6
|
|
|
$
|
—
|
|
Television Production
|
126.4
|
|
|
30.7
|
|
|
—
|
|
|||
Media Networks
|
0.3
|
|
|
0.9
|
|
|
—
|
|
|||
|
$
|
137.4
|
|
|
$
|
38.2
|
|
|
$
|
—
|
|
Gross contribution
|
|
|
|
|
|
||||||
Motion Pictures
|
$
|
292.6
|
|
|
$
|
237.8
|
|
|
$
|
183.2
|
|
Television Production
|
151.3
|
|
|
107.4
|
|
|
98.7
|
|
|||
Media Networks
|
530.0
|
|
|
175.3
|
|
|
(5.2
|
)
|
|||
Intersegment eliminations
|
(5.5
|
)
|
|
(10.4
|
)
|
|
—
|
|
|||
|
$
|
968.4
|
|
|
$
|
510.1
|
|
|
$
|
276.7
|
|
Segment general and administration
|
|
|
|
|
|
||||||
Motion Pictures
|
$
|
113.2
|
|
|
$
|
105.3
|
|
|
$
|
92.4
|
|
Television Production
|
40.3
|
|
|
32.1
|
|
|
23.5
|
|
|||
Media Networks
|
100.9
|
|
|
45.0
|
|
|
4.8
|
|
|||
|
$
|
254.4
|
|
|
$
|
182.4
|
|
|
$
|
120.7
|
|
Segment profit (loss)
|
|
|
|
|
|
||||||
Motion Pictures
|
$
|
179.4
|
|
|
$
|
132.5
|
|
|
$
|
90.8
|
|
Television Production
|
111.0
|
|
|
75.3
|
|
|
75.2
|
|
|||
Media Networks
|
429.1
|
|
|
130.3
|
|
|
(10.0
|
)
|
|||
Intersegment eliminations
|
(5.5
|
)
|
|
(10.4
|
)
|
|
—
|
|
|||
|
$
|
714.0
|
|
|
$
|
327.7
|
|
|
$
|
156.0
|
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Company’s total segment profit
|
$
|
714.0
|
|
|
$
|
327.7
|
|
|
$
|
156.0
|
|
Corporate general and administrative expenses
|
(110.3
|
)
|
|
(92.6
|
)
|
|
(83.4
|
)
|
|||
Adjusted depreciation and amortization
(1)
|
(39.3
|
)
|
|
(22.8
|
)
|
|
(11.9
|
)
|
|||
Restructuring and other
(2)
|
(59.8
|
)
|
|
(88.7
|
)
|
|
(19.8
|
)
|
|||
Adjusted share-based compensation expense
(3)
|
(85.6
|
)
|
|
(77.1
|
)
|
|
(56.3
|
)
|
|||
Purchase accounting and related adjustments
(4)
|
(170.3
|
)
|
|
(62.8
|
)
|
|
(9.6
|
)
|
|||
Operating income (loss)
|
248.7
|
|
|
(16.3
|
)
|
|
(25.0
|
)
|
|||
Interest expense
|
(193.7
|
)
|
|
(115.2
|
)
|
|
(54.9
|
)
|
|||
Interest and other income
|
10.4
|
|
|
6.4
|
|
|
1.9
|
|
|||
Loss on extinguishment of debt
|
(35.7
|
)
|
|
(40.4
|
)
|
|
—
|
|
|||
Gain on sale of equity interest in EPIX
|
201.0
|
|
|
—
|
|
|
—
|
|
|||
Gain on Starz investment
|
—
|
|
|
20.4
|
|
|
—
|
|
|||
Impairment of long-term investments and other assets
|
(29.2
|
)
|
|
—
|
|
|
—
|
|
|||
Equity interests income (loss)
|
(52.8
|
)
|
|
10.7
|
|
|
44.2
|
|
|||
Income (loss) before income taxes
|
$
|
148.7
|
|
|
$
|
(134.4
|
)
|
|
$
|
(33.8
|
)
|
(1)
|
Adjusted depreciation and amortization represents depreciation and amortization as presented on our consolidated statements of operations less the depreciation and amortization related to the non-cash fair value adjustments to property and equipment and intangible assets acquired in the acquisition of Starz and Pilgrim Media Group which are included in the purchase accounting and related adjustments line item above, as shown in the table below:
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Depreciation and amortization
|
$
|
159.0
|
|
|
$
|
63.1
|
|
|
$
|
13.1
|
|
Less: Amount included in purchase accounting and related adjustments
|
(119.7
|
)
|
|
(40.3
|
)
|
|
(1.2
|
)
|
|||
Adjusted depreciation and amortization
|
$
|
39.3
|
|
|
$
|
22.8
|
|
|
$
|
11.9
|
|
(2)
|
Restructuring and other includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable (see
Note 14
).
|
(3)
|
The following table reconciles total share-based compensation expense to adjusted share-based compensation expense:
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Total share-based compensation expense
|
$
|
88.5
|
|
|
$
|
79.5
|
|
|
$
|
78.5
|
|
Less:
|
|
|
|
|
|
||||||
Bonus related share-based compensation included in segment and corporate general and administrative expense
(i)
|
—
|
|
|
—
|
|
|
(22.2
|
)
|
|||
Amount included in restructuring and other
(ii)
|
(2.9
|
)
|
|
(2.4
|
)
|
|
—
|
|
|||
Adjusted share-based compensation
|
$
|
85.6
|
|
|
$
|
77.1
|
|
|
$
|
56.3
|
|
(4)
|
Purchase accounting and related adjustments represent the amortization of non-cash fair value adjustments to certain assets acquired in the acquisition of Starz, Pilgrim Media Group and Good Universe. The following sets forth the amounts included in each line item in the financial statements:
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Purchase accounting and related adjustments:
|
|
|
|
|
|
||||||
Direct operating
|
$
|
44.5
|
|
|
$
|
17.5
|
|
|
$
|
6.5
|
|
General and administrative expense
|
6.1
|
|
|
5.0
|
|
|
1.9
|
|
|||
Depreciation and amortization
|
119.7
|
|
|
40.3
|
|
|
1.2
|
|
|||
|
$
|
170.3
|
|
|
$
|
62.8
|
|
|
$
|
9.6
|
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Segment revenues:
|
|
|
|
|
|
||||||
Motion Pictures
|
|
|
|
|
|
||||||
Theatrical
|
$
|
281.4
|
|
|
$
|
371.3
|
|
|
$
|
314.1
|
|
Home Entertainment
|
774.0
|
|
|
707.7
|
|
|
579.7
|
|
|||
Television
|
278.5
|
|
|
279.1
|
|
|
205.1
|
|
|||
International
|
456.7
|
|
|
533.8
|
|
|
548.2
|
|
|||
Other
|
31.5
|
|
|
28.7
|
|
|
30.3
|
|
|||
Total Motion Pictures revenues
|
$
|
1,822.1
|
|
|
$
|
1,920.6
|
|
|
$
|
1,677.4
|
|
Television Production
|
|
|
|
|
|
||||||
Domestic Television
|
$
|
744.5
|
|
|
$
|
667.3
|
|
|
$
|
415.5
|
|
International
|
179.6
|
|
|
163.2
|
|
|
190.2
|
|
|||
Home Entertainment
|
107.5
|
|
|
56.4
|
|
|
60.3
|
|
|||
Other
|
1.6
|
|
|
5.9
|
|
|
3.9
|
|
|||
Total Television Production revenues
|
$
|
1,033.2
|
|
|
$
|
892.8
|
|
|
$
|
669.9
|
|
Media Networks
|
|
|
|
|
|
||||||
Starz Networks
|
$
|
1,404.1
|
|
|
$
|
423.4
|
|
|
$
|
—
|
|
Streaming Services
|
7.1
|
|
|
2.9
|
|
|
0.1
|
|
|||
Total Media Networks revenues
|
$
|
1,411.2
|
|
|
$
|
426.3
|
|
|
$
|
0.1
|
|
Intersegment eliminations
|
(137.4
|
)
|
|
(38.2
|
)
|
|
—
|
|
|||
Total revenues
|
$
|
4,129.1
|
|
|
$
|
3,201.5
|
|
|
$
|
2,347.4
|
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
General and administration
|
|
|
|
|
|
||||||
Segment general and administrative expenses
|
$
|
254.4
|
|
|
$
|
182.4
|
|
|
$
|
120.7
|
|
Corporate general and administrative expenses
|
110.3
|
|
|
92.6
|
|
|
83.4
|
|
|||
Share-based compensation expense included in general and administrative expense
(1)
|
83.6
|
|
|
75.4
|
|
|
56.4
|
|
|||
Purchase accounting and related adjustments
|
6.1
|
|
|
5.0
|
|
|
1.9
|
|
|||
|
$
|
454.4
|
|
|
$
|
355.4
|
|
|
$
|
262.4
|
|
(1)
|
Excludes immediately vested stock awards granted as part of our annual bonus program issued in lieu of cash bonuses, which are, when granted, included in segment or corporate general and administrative expense.
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
|
(Amounts in millions)
|
||||||
Assets
|
|
|
|
||||
Motion Pictures
|
$
|
1,757.4
|
|
|
$
|
1,802.3
|
|
Television Production
|
1,400.5
|
|
|
1,364.0
|
|
||
Media Networks
|
5,166.5
|
|
|
5,236.8
|
|
||
Other unallocated assets
(1)
|
643.2
|
|
|
793.8
|
|
||
|
$
|
8,967.6
|
|
|
$
|
9,196.9
|
|
(1)
|
Other unallocated assets primarily consist of cash, other assets and investments.
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Acquisition of investment in films and television programs and program rights
|
|
|
|
|
|
||||||
Motion Pictures
|
$
|
462.0
|
|
|
$
|
412.7
|
|
|
$
|
639.9
|
|
Television Production
|
706.8
|
|
|
506.6
|
|
|
426.5
|
|
|||
Media Networks
|
357.6
|
|
|
172.7
|
|
|
—
|
|
|||
|
$
|
1,526.4
|
|
|
$
|
1,092.0
|
|
|
$
|
1,066.4
|
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Canada
|
$
|
48.3
|
|
|
$
|
56.0
|
|
|
$
|
55.1
|
|
United States
|
3,383.0
|
|
|
2,431.9
|
|
|
1,550.2
|
|
|||
Other foreign
|
697.8
|
|
|
713.6
|
|
|
742.1
|
|
|||
|
$
|
4,129.1
|
|
|
$
|
3,201.5
|
|
|
$
|
2,347.4
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
|
(Amounts in millions)
|
||||||
Long-lived assets
(1)
|
|
|
|
||||
Canada
|
$
|
—
|
|
|
$
|
—
|
|
United States
|
1,824.5
|
|
|
1,870.8
|
|
||
Other foreign
|
34.6
|
|
|
33.2
|
|
||
|
$
|
1,859.1
|
|
|
$
|
1,904.0
|
|
(1)
|
Long-lived assets represents total assets less the following: current assets, investments, long-term receivables, intangible assets, goodwill and deferred tax assets.
|
|
Year Ended March 31,
|
||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(Amounts in millions)
|
||||||||||||||||||||||||||
Contractual commitments by expected repayment date (off-balance sheet arrangements)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Film obligation and production loan commitments
(1)
|
$
|
566.9
|
|
|
$
|
182.6
|
|
|
$
|
137.5
|
|
|
$
|
67.0
|
|
|
$
|
14.6
|
|
|
$
|
14.1
|
|
|
$
|
982.7
|
|
Interest payments
(2)
|
113.6
|
|
|
111.7
|
|
|
109.2
|
|
|
106.4
|
|
|
103.1
|
|
|
185.9
|
|
|
729.9
|
|
|||||||
Operating lease commitments
|
24.1
|
|
|
25.5
|
|
|
30.0
|
|
|
23.6
|
|
|
29.1
|
|
|
34.9
|
|
|
167.2
|
|
|||||||
Other contractual obligations
|
153.0
|
|
|
61.3
|
|
|
26.4
|
|
|
10.5
|
|
|
4.2
|
|
|
—
|
|
|
255.4
|
|
|||||||
Total future commitments under contractual obligations
(3)(4)
|
$
|
857.6
|
|
|
$
|
381.1
|
|
|
$
|
303.1
|
|
|
$
|
207.5
|
|
|
$
|
151.0
|
|
|
$
|
234.9
|
|
|
$
|
2,135.2
|
|
(1)
|
Film obligation commitments include distribution and marketing commitments, minimum guarantee commitments and program rights commitments. Distribution and marketing commitments represent contractual commitments for future expenditures associated with distribution and marketing of films which we will distribute. The payment dates of these amounts are primarily based on the anticipated release date of the film. Minimum guarantee commitments represent contractual commitments related to the purchase of film rights for pictures to be delivered in the future. Program rights commitments represent contractual commitments under programming license agreements related to films that are not available for exhibition until some future date (see below for further details). Production loan commitments represent amounts committed for future film production and development to be funded through production financing and recorded as a production loan liability when incurred. Future payments under these commitments are based on anticipated delivery or release dates of the related film or contractual due dates of the commitment. The amounts include estimated future interest payments associated with the commitment.
|
(2)
|
Includes cash interest payments on the Company's debt, excluding the interest payments on the revolving credit facility as future amounts are not fixed or determinable due to fluctuating balances and interest rates.
|
(3)
|
Not included in the amounts above is a
$869.3 million
dissenting shareholders' liability associated with the Starz Merger, which is classified as a current liability based on the timing of the scheduled trial set to commence in the second half of fiscal 2019 (see
Note 2
).
|
(4)
|
Not included in the amounts above are
$101.8 million
of redeemable noncontrolling interest, as future amounts and timing are subject to a number of uncertainties such that we are unable to make sufficiently reliable estimations of future payments (see
Note 11
).
|
March 31, 2018
|
||||||||||
Foreign Currency
|
|
Foreign Currency Amount
|
|
US Dollar Amount
|
|
Weighted Average Exchange Rate Per $1 USD
|
||||
|
|
(Amounts in millions)
|
|
(Amounts in millions)
|
|
|
||||
British Pound Sterling
|
|
|
£20.8
|
|
in exchange for
|
|
$29.0
|
|
|
£0.72
|
Euro
|
|
|
€1.5
|
|
in exchange for
|
|
$1.7
|
|
|
€0.87
|
Canadian Dollar
|
|
|
C$15.1
|
|
in exchange for
|
|
$12.1
|
|
|
C$1.25
|
Australian Dollar
|
|
|
A$4.1
|
|
in exchange for
|
|
$3.2
|
|
|
A$1.27
|
|
Year Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Forward exchange contracts designated as cash flow hedges
|
|
|
|
|
|
||||||
Loss recognized in accumulated other comprehensive income (loss)
|
$
|
(0.2
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
(0.2
|
)
|
Gain (loss) reclassified from accumulated other comprehensive income (loss) into direct operating expense
|
$
|
(1.5
|
)
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Forward exchange contracts not designated as cash flow hedges
|
|
|
|
|
|
||||||
Gain recognized in direct operating expense
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
|
|
|
|
|
||||||
Total direct operating expense on consolidated statements of income
|
$
|
2,309.6
|
|
|
$
|
1,903.8
|
|
|
$
|
1,415.3
|
|
|
|
March 31,
2018
|
|
March 31,
2017
|
||||
|
|
(Amounts in millions)
|
||||||
Other current assets
(1)
|
|
$
|
0.3
|
|
|
$
|
0.6
|
|
Accounts payable and accrued liabilities
(1)
|
|
0.6
|
|
|
0.5
|
|
(1)
|
Includes an immaterial amount of forward foreign exchange contracts not designated as hedging instruments as of March 31, 2018 and 2017.
|
|
March 31,
2018 |
|
March 31,
2017 |
||||
|
(Amounts in millions)
|
||||||
Other current assets
|
|
|
|
||||
Prepaid expenses and other
|
$
|
34.1
|
|
|
$
|
26.1
|
|
Product inventory
|
20.3
|
|
|
23.9
|
|
||
Tax credits receivable
|
141.4
|
|
|
145.9
|
|
||
|
$
|
195.8
|
|
|
$
|
195.9
|
|
Other non-current assets
|
|
|
|
||||
Prepaid expenses and other
|
$
|
23.8
|
|
|
$
|
39.9
|
|
Accounts receivable
(1)
|
325.2
|
|
|
313.1
|
|
||
Tax credits receivable
|
109.6
|
|
|
119.8
|
|
||
|
$
|
458.6
|
|
|
$
|
472.8
|
|
(1)
|
Unamortized discounts on long-term, non-interest bearing receivables were
$18.0 million
and
$17.6 million
at March 31, 2018 and 2017, respectively.
|
|
Year Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts in millions)
|
||||||||||
Non-cash investing activities:
|
|
|
|
|
|
||||||
Issuance of common shares related to business acquisitions (see Note 2)
|
$
|
—
|
|
|
$
|
1,327.7
|
|
|
$
|
57.0
|
|
Accrued purchase consideration for dissenting shareholders (see Note 2)
|
$
|
—
|
|
|
$
|
797.3
|
|
|
$
|
—
|
|
Issuance of Starz share-based payment replacement awards
|
$
|
—
|
|
|
$
|
186.5
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Non-cash financing activities:
|
|
|
|
|
|
||||||
Accrued dividends (see Note 12)
|
$
|
19.1
|
|
|
$
|
—
|
|
|
$
|
13.2
|
|
Conversions of convertible senior subordinated notes (see Note 7)
|
$
|
—
|
|
|
$
|
41.9
|
|
|
$
|
16.2
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
|
(Amounts in millions, except per share amounts)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
1,005.3
|
|
|
$
|
940.8
|
|
|
$
|
1,142.7
|
|
|
$
|
1,040.2
|
|
Operating income
(1)
|
|
$
|
89.7
|
|
|
$
|
30.4
|
|
|
$
|
80.2
|
|
|
$
|
48.4
|
|
Net income
(1)(2)
|
|
$
|
174.5
|
|
|
$
|
12.9
|
|
|
$
|
191.1
|
|
|
$
|
89.6
|
|
Net income attributable to Lions Gate Entertainment Corp. shareholders
|
|
$
|
173.8
|
|
|
$
|
15.5
|
|
|
$
|
193.0
|
|
|
$
|
91.3
|
|
Per share information attributable to Lions Gate Entertainment Corp. shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic net income per common share
|
|
$
|
0.84
|
|
|
$
|
0.07
|
|
|
$
|
0.92
|
|
|
$
|
0.43
|
|
Diluted income per common share
|
|
$
|
0.80
|
|
|
$
|
0.07
|
|
|
$
|
0.87
|
|
|
$
|
0.41
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
|
(Amounts in millions, except per share amounts)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
553.6
|
|
|
$
|
639.5
|
|
|
$
|
752.3
|
|
|
$
|
1,256.1
|
|
Operating income (loss)
(3)
|
|
$
|
(22.0
|
)
|
|
$
|
(58.2
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
71.3
|
|
Net income (loss)
(3)(4)
|
|
$
|
0.8
|
|
|
$
|
(17.3
|
)
|
|
$
|
(30.5
|
)
|
|
$
|
61.5
|
|
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders
|
|
$
|
1.3
|
|
|
$
|
(17.5
|
)
|
|
$
|
(30.6
|
)
|
|
$
|
61.6
|
|
Per share information attributable to Lions Gate Entertainment Corp. shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per common share
|
|
$
|
0.01
|
|
|
$
|
(0.12
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
0.30
|
|
Diluted income (loss) per common share
|
|
$
|
0.01
|
|
|
$
|
(0.12
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
0.28
|
|
(1)
|
During fiscal 2018, operating income and net income included the following items:
|
•
|
Restructuring and Other.
The first, second, third and fourth quarter of fiscal 2018 included restructuring and other items of
$10.9 million
,
$3.5 million
,
$21.4 million
and
$24.0 million
, respectively (after tax
$8.9 million
,
$2.5 million
,
$14.5 million
, and
$15.7 million
, respectively) (see
Note 14
).
|
(2)
|
During fiscal 2018, net income also included the following items:
|
•
|
Loss on Extinguishment of Debt.
The first, second, third and fourth quarter of fiscal 2018 included a loss on extinguishment of debt of
$11.6 million
,
$6.4 million
,
$6.2 million
and
$11.6 million
, respectively (after tax
$8.5 million
,
$4.7 million
,
$4.6 million
and
$7.8 million
, respectively) (see
Note 7
).
|
•
|
Gain on Sale of Equity Interest in EPIX.
The first quarter of fiscal 2018 included a gain on sale of equity interest in EPIX of
$201.0 million
(after tax
$127.0 million
).
|
•
|
Impairment of Long-Term Investments and Other Assets.
The third quarter of fiscal 2018 included impairment of long-term investments and other assets of
$29.2 million
(after tax
$20.1 million
) (see
Note 5
).
|
•
|
Impact of Corporate Tax Rate Change on Deferred Tax Liabilities.
The third quarter of fiscal 2018 included a deferred tax benefit of
$165.0 million
resulting from the impact of the change in the U.S. federal corporate income tax rate from
35%
to
21%
under the Tax Cuts and Jobs Act on the Company's beginning net deferred tax liabilities (see
Note 13
).
|
•
|
Tax Benefit from Internal Capital Restructuring.
The fourth quarter of fiscal 2018 included a net tax benefit of
$94.1 million
primarily from the internal capital restructuring in connection with our third party debt refinancing (see
Note 7
|
(3)
|
During fiscal 2017, operating income and net income included the following items:
|
•
|
Restructuring and Other.
The first, second, third and fourth quarter of fiscal 2017 included restructuring and other items of
$7.7 million
,
$10.7 million
,
$54.0 million
, and
$16.4 million
, respectively (after tax
$4.9 million
,
$6.8 million
,
$42.5 million
, and
$11.9 million
, respectively) (see
Note 14
).
|
(4)
|
During fiscal 2017, net income also included the following items:
|
•
|
Loss on Extinguishment of Debt.
The third and fourth quarter of fiscal 2017 included a loss on extinguishment of debt, of
$28.3 million
and
$12.1 million
, respectively (after tax
$23.4 million
and
$5.8 million
, respectively) (see
Note 7
).
|
•
|
Gain on Starz Investment.
The third quarter of fiscal 2017 included a gain on Starz investment of
$20.4 million
(after tax
$20.4 million
) (see
Note 5
).
|
|
As of
|
||||||||||||||||||
|
March 31, 2018
|
||||||||||||||||||
|
Lions Gate
Entertainment
Corp.
|
|
Lions Gate
Entertainment
Inc.
|
|
Non-guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Lions Gate
Consolidated
|
||||||||||
|
(Amounts in millions)
|
||||||||||||||||||
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
2.1
|
|
|
$
|
247.7
|
|
|
$
|
128.3
|
|
|
$
|
—
|
|
|
$
|
378.1
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accounts receivable, net
|
0.5
|
|
|
14.5
|
|
|
931.0
|
|
|
—
|
|
|
946.0
|
|
|||||
Program rights
|
—
|
|
|
—
|
|
|
253.2
|
|
|
—
|
|
|
253.2
|
|
|||||
Other current assets
|
2.0
|
|
|
19.9
|
|
|
178.2
|
|
|
(4.3
|
)
|
|
195.8
|
|
|||||
Total current assets
|
4.6
|
|
|
282.1
|
|
|
1,490.7
|
|
|
(4.3
|
)
|
|
1,773.1
|
|
|||||
Investment in films and television programs and program rights, net
|
—
|
|
|
7.3
|
|
|
1,684.7
|
|
|
—
|
|
|
1,692.0
|
|
|||||
Property and equipment, net
|
—
|
|
|
37.4
|
|
|
124.3
|
|
|
—
|
|
|
161.7
|
|
|||||
Investments
|
30.1
|
|
|
23.8
|
|
|
111.0
|
|
|
—
|
|
|
164.9
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
1,937.7
|
|
|
—
|
|
|
1,937.7
|
|
|||||
Goodwill
|
10.2
|
|
|
—
|
|
|
2,730.6
|
|
|
—
|
|
|
2,740.8
|
|
|||||
Other assets
|
—
|
|
|
17.1
|
|
|
441.5
|
|
|
—
|
|
|
458.6
|
|
|||||
Deferred tax assets
|
38.2
|
|
|
371.3
|
|
|
0.6
|
|
|
(371.3
|
)
|
|
38.8
|
|
|||||
Subsidiary investments and advances
|
3,114.8
|
|
|
1,633.6
|
|
|
8,746.4
|
|
|
(13,494.8
|
)
|
|
—
|
|
|||||
|
$
|
3,197.9
|
|
|
$
|
2,372.6
|
|
|
$
|
17,267.5
|
|
|
$
|
(13,870.4
|
)
|
|
$
|
8,967.6
|
|
Liabilities and Equity (Deficiency)
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
33.5
|
|
|
76.9
|
|
|
337.3
|
|
|
—
|
|
|
447.7
|
|
|||||
Participations and residuals
|
—
|
|
|
3.5
|
|
|
501.0
|
|
|
—
|
|
|
504.5
|
|
|||||
Film obligations and production loans
|
—
|
|
|
—
|
|
|
327.9
|
|
|
—
|
|
|
327.9
|
|
|||||
Debt - short term portion
|
—
|
|
|
60.2
|
|
|
18.9
|
|
|
—
|
|
|
79.1
|
|
|||||
Dissenting shareholders' liability
|
—
|
|
|
—
|
|
|
869.3
|
|
|
—
|
|
|
869.3
|
|
|||||
Deferred revenue
|
—
|
|
|
1.5
|
|
|
182.4
|
|
|
—
|
|
|
183.9
|
|
|||||
Total current liabilities
|
33.5
|
|
|
142.1
|
|
|
2,236.8
|
|
|
—
|
|
|
2,412.4
|
|
|||||
Debt
|
7.7
|
|
|
—
|
|
|
2,545.4
|
|
|
(74.8
|
)
|
|
2,478.3
|
|
|||||
Participations and residuals
|
—
|
|
|
—
|
|
|
438.3
|
|
|
—
|
|
|
438.3
|
|
|||||
Film obligations and production loans
|
—
|
|
|
—
|
|
|
173.3
|
|
|
(2.0
|
)
|
|
171.3
|
|
|||||
Other liabilities
|
—
|
|
|
—
|
|
|
46.4
|
|
|
—
|
|
|
46.4
|
|
|||||
Deferred revenue
|
—
|
|
|
—
|
|
|
70.5
|
|
|
(0.2
|
)
|
|
70.3
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
463.2
|
|
|
(371.3
|
)
|
|
91.9
|
|
|||||
Intercompany payable
|
—
|
|
|
2,051.9
|
|
|
1,181.9
|
|
|
(3,233.8
|
)
|
|
—
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
101.8
|
|
|
—
|
|
|
101.8
|
|
|||||
Total equity (deficiency)
|
3,156.7
|
|
|
178.6
|
|
|
10,009.9
|
|
|
(10,188.3
|
)
|
|
3,156.9
|
|
|||||
|
$
|
3,197.9
|
|
|
$
|
2,372.6
|
|
|
$
|
17,267.5
|
|
|
$
|
(13,870.4
|
)
|
|
$
|
8,967.6
|
|
|
Year Ended
|
||||||||||||||||||
|
March 31, 2018
|
||||||||||||||||||
|
Lions Gate
Entertainment
Corp.
|
|
Lions Gate
Entertainment
Inc.
|
|
Non-guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Lions Gate
Consolidated
|
||||||||||
|
|
|
(Amounts in millions)
|
|
|
||||||||||||||
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
0.1
|
|
|
$
|
6.5
|
|
|
$
|
4,122.5
|
|
|
$
|
—
|
|
|
$
|
4,129.1
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct operating
|
(0.2
|
)
|
|
—
|
|
|
2,309.8
|
|
|
—
|
|
|
2,309.6
|
|
|||||
Distribution and marketing
|
—
|
|
|
0.7
|
|
|
896.9
|
|
|
—
|
|
|
897.6
|
|
|||||
General and administration
|
2.8
|
|
|
174.4
|
|
|
278.8
|
|
|
(1.6
|
)
|
|
454.4
|
|
|||||
Depreciation and amortization
|
—
|
|
|
10.6
|
|
|
148.4
|
|
|
—
|
|
|
159.0
|
|
|||||
Restructuring and other
|
2.6
|
|
|
24.2
|
|
|
33.0
|
|
|
—
|
|
|
59.8
|
|
|||||
Total expenses
|
5.2
|
|
|
209.9
|
|
|
3,666.9
|
|
|
(1.6
|
)
|
|
3,880.4
|
|
|||||
OPERATING INCOME (LOSS)
|
(5.1
|
)
|
|
(203.4
|
)
|
|
455.6
|
|
|
1.6
|
|
|
248.7
|
|
|||||
Interest expense
|
(125.7
|
)
|
|
(219.6
|
)
|
|
(1,130.2
|
)
|
|
1,281.8
|
|
|
(193.7
|
)
|
|||||
Interest and other income
|
1,102.6
|
|
|
—
|
|
|
189.0
|
|
|
(1,281.2
|
)
|
|
10.4
|
|
|||||
Loss on extinguishment of debt
|
(24.8
|
)
|
|
(1.4
|
)
|
|
(9.5
|
)
|
|
—
|
|
|
(35.7
|
)
|
|||||
Gain on sale of equity interest in EPIX
|
—
|
|
|
—
|
|
|
201.0
|
|
|
—
|
|
|
201.0
|
|
|||||
Impairment of long-term investments and other assets
|
(10.0
|
)
|
|
—
|
|
|
(19.2
|
)
|
|
—
|
|
|
(29.2
|
)
|
|||||
Equity interests income (loss)
|
(482.0
|
)
|
|
134.7
|
|
|
(26.3
|
)
|
|
320.8
|
|
|
(52.8
|
)
|
|||||
INCOME (LOSS) BEFORE INCOME TAXES
|
455.0
|
|
|
(289.7
|
)
|
|
(339.6
|
)
|
|
323.0
|
|
|
148.7
|
|
|||||
Income tax provision (benefit)
|
18.4
|
|
|
(139.1
|
)
|
|
378.2
|
|
|
61.9
|
|
|
319.4
|
|
|||||
NET INCOME (LOSS)
|
473.4
|
|
|
(428.8
|
)
|
|
38.6
|
|
|
384.9
|
|
|
468.1
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
5.9
|
|
|
(0.4
|
)
|
|
5.5
|
|
|||||
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders
|
$
|
473.4
|
|
|
$
|
(428.8
|
)
|
|
$
|
44.5
|
|
|
$
|
384.5
|
|
|
$
|
473.6
|
|
|
Year Ended
|
||||||||||||||||||
|
March 31, 2018
|
||||||||||||||||||
|
Lions Gate
Entertainment
Corp.
|
|
Lions Gate
Entertainment
Inc.
|
|
Non-guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Lions Gate
Consolidated
|
||||||||||
STATEMENT OF COMPREHENSIVE INCOME (LOSS)
|
|
|
(Amounts in millions)
|
|
|
||||||||||||||
NET INCOME (LOSS)
|
$
|
473.4
|
|
|
$
|
(428.8
|
)
|
|
$
|
38.6
|
|
|
$
|
384.9
|
|
|
$
|
468.1
|
|
Foreign currency translation adjustments, net of tax
|
6.2
|
|
|
7.0
|
|
|
6.5
|
|
|
(12.7
|
)
|
|
7.0
|
|
|||||
Net unrealized gain (loss) on available-for-sale securities, net of tax
|
0.5
|
|
|
(0.7
|
)
|
|
0.2
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||||
Net unrealized loss on foreign exchange contracts, net of tax
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
|||||
COMPREHENSIVE INCOME (LOSS)
|
479.9
|
|
|
(422.5
|
)
|
|
45.1
|
|
|
371.9
|
|
|
474.4
|
|
|||||
Less: Comprehensive (income) loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
5.9
|
|
|
(0.4
|
)
|
|
5.5
|
|
|||||
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders
|
$
|
479.9
|
|
|
$
|
(422.5
|
)
|
|
$
|
51.0
|
|
|
$
|
371.5
|
|
|
$
|
479.9
|
|
|
Year Ended
|
||||||||||||||||||
|
March 31, 2018
|
||||||||||||||||||
|
Lions Gate
Entertainment
Corp.
|
|
Lions Gate
Entertainment
Inc.
|
|
Non-guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Lions Gate
Consolidated
|
||||||||||
|
(Amounts in millions)
|
||||||||||||||||||
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
||||||||||
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
$
|
2,554.0
|
|
|
$
|
130.6
|
|
|
$
|
(2,295.4
|
)
|
|
$
|
—
|
|
|
$
|
389.2
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the sale of equity method investees
|
—
|
|
|
—
|
|
|
393.7
|
|
|
—
|
|
|
393.7
|
|
|||||
Investment in equity method investees
|
—
|
|
|
(31.9
|
)
|
|
(21.5
|
)
|
|
—
|
|
|
(53.4
|
)
|
|||||
Business acquisitions net of cash acquired of $18.7
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(11.6
|
)
|
|
(34.3
|
)
|
|
—
|
|
|
(45.9
|
)
|
|||||
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
—
|
|
|
(43.5
|
)
|
|
336.1
|
|
|
—
|
|
|
292.6
|
|
|||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt - borrowings
|
1,041.5
|
|
|
—
|
|
|
2,671.1
|
|
|
—
|
|
|
3,712.6
|
|
|||||
Debt - repayments
|
(3,630.5
|
)
|
|
—
|
|
|
(705.2
|
)
|
|
—
|
|
|
(4,335.7
|
)
|
|||||
Production loans - borrowings
|
—
|
|
|
—
|
|
|
319.7
|
|
|
—
|
|
|
319.7
|
|
|||||
Production loans - repayments
|
—
|
|
|
—
|
|
|
(332.8
|
)
|
|
—
|
|
|
(332.8
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|
—
|
|
|
(8.2
|
)
|
|||||
Exercise of stock options
|
44.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.9
|
|
|||||
Tax withholding required on equity awards
|
(22.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
|||||
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
(2,567.0
|
)
|
|
—
|
|
|
1,944.6
|
|
|
—
|
|
|
(622.4
|
)
|
|||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(13.0
|
)
|
|
87.1
|
|
|
(14.7
|
)
|
|
—
|
|
|
59.4
|
|
|||||
FOREIGN EXCHANGE EFFECTS ON CASH
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
|||||
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD
|
15.1
|
|
|
160.6
|
|
|
146.2
|
|
|
—
|
|
|
321.9
|
|
|||||
CASH AND CASH EQUIVALENTS — END OF PERIOD
|
$
|
2.1
|
|
|
$
|
247.7
|
|
|
$
|
128.3
|
|
|
$
|
—
|
|
|
$
|
378.1
|
|
|
As of
|
||||||||||||||||||
|
March 31, 2017
|
||||||||||||||||||
|
Lions Gate
Entertainment
Corp.
|
|
Lions Gate
Entertainment
Inc.
|
|
Non-guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Lions Gate
Consolidated
|
||||||||||
|
(Amounts in millions)
|
||||||||||||||||||
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
15.1
|
|
|
$
|
160.6
|
|
|
$
|
146.2
|
|
|
$
|
—
|
|
|
$
|
321.9
|
|
Restricted cash
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|||||
Accounts receivable, net
|
0.6
|
|
|
1.7
|
|
|
905.8
|
|
|
—
|
|
|
908.1
|
|
|||||
Program rights
|
—
|
|
|
—
|
|
|
261.7
|
|
|
—
|
|
|
261.7
|
|
|||||
Other current assets
|
—
|
|
|
21.0
|
|
|
179.7
|
|
|
(4.8
|
)
|
|
195.9
|
|
|||||
Total current assets
|
15.7
|
|
|
186.1
|
|
|
1,493.4
|
|
|
(4.8
|
)
|
|
1,690.4
|
|
|||||
Investment in films and television programs, net
|
—
|
|
|
6.5
|
|
|
1,723.0
|
|
|
—
|
|
|
1,729.5
|
|
|||||
Property and equipment, net
|
—
|
|
|
36.3
|
|
|
129.2
|
|
|
—
|
|
|
165.5
|
|
|||||
Investments
|
40.1
|
|
|
18.0
|
|
|
313.4
|
|
|
—
|
|
|
371.5
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
2,046.7
|
|
|
—
|
|
|
2,046.7
|
|
|||||
Goodwill
|
10.2
|
|
|
—
|
|
|
2,690.3
|
|
|
—
|
|
|
2,700.5
|
|
|||||
Other assets
|
—
|
|
|
17.1
|
|
|
455.7
|
|
|
—
|
|
|
472.8
|
|
|||||
Deferred tax assets
|
20.0
|
|
|
290.8
|
|
|
—
|
|
|
(290.8
|
)
|
|
20.0
|
|
|||||
Subsidiary investments and advances
|
5,451.0
|
|
|
1,413.3
|
|
|
5,738.7
|
|
|
(12,603.0
|
)
|
|
—
|
|
|||||
|
$
|
5,537.0
|
|
|
$
|
1,968.1
|
|
|
$
|
14,590.4
|
|
|
$
|
(12,898.6
|
)
|
|
$
|
9,196.9
|
|
Liabilities and Equity (Deficiency)
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
24.1
|
|
|
75.3
|
|
|
473.6
|
|
|
—
|
|
|
573.0
|
|
|||||
Participations and residuals
|
—
|
|
|
3.5
|
|
|
511.4
|
|
|
—
|
|
|
514.9
|
|
|||||
Film obligations and production loans
|
—
|
|
|
—
|
|
|
367.2
|
|
|
—
|
|
|
367.2
|
|
|||||
Debt - short term portion
|
70.0
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
77.9
|
|
|||||
Deferred revenue
|
—
|
|
|
2.4
|
|
|
154.5
|
|
|
—
|
|
|
156.9
|
|
|||||
Total current liabilities
|
94.1
|
|
|
81.2
|
|
|
1,514.6
|
|
|
—
|
|
|
1,689.9
|
|
|||||
Debt
|
2,928.6
|
|
|
53.7
|
|
|
64.7
|
|
|
—
|
|
|
3,047.0
|
|
|||||
Participations and residuals
|
—
|
|
|
—
|
|
|
359.7
|
|
|
—
|
|
|
359.7
|
|
|||||
Film obligations and production loans
|
—
|
|
|
—
|
|
|
116.0
|
|
|
—
|
|
|
116.0
|
|
|||||
Other liabilities
|
—
|
|
|
—
|
|
|
50.3
|
|
|
—
|
|
|
50.3
|
|
|||||
Dissenting shareholders' liability
|
—
|
|
|
—
|
|
|
812.9
|
|
|
—
|
|
|
812.9
|
|
|||||
Deferred revenue
|
—
|
|
|
—
|
|
|
72.7
|
|
|
—
|
|
|
72.7
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
731.0
|
|
|
(290.8
|
)
|
|
440.2
|
|
|||||
Intercompany payable
|
—
|
|
|
2,314.6
|
|
|
4,643.7
|
|
|
(6,958.3
|
)
|
|
—
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
93.8
|
|
|
—
|
|
|
93.8
|
|
|||||
Total equity (deficiency)
|
2,514.3
|
|
|
(481.4
|
)
|
|
6,131.0
|
|
|
(5,649.5
|
)
|
|
2,514.4
|
|
|||||
|
$
|
5,537.0
|
|
|
$
|
1,968.1
|
|
|
$
|
14,590.4
|
|
|
$
|
(12,898.6
|
)
|
|
$
|
9,196.9
|
|
|
Year Ended
|
||||||||||||||||||
|
March 31, 2017
|
||||||||||||||||||
|
Lions Gate
Entertainment
Corp.
|
|
Lions Gate
Entertainment
Inc.
|
|
Non-guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Lions Gate
Consolidated
|
||||||||||
|
(Amounts in millions)
|
||||||||||||||||||
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
17.0
|
|
|
$
|
3,184.5
|
|
|
$
|
—
|
|
|
$
|
3,201.5
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct operating
|
—
|
|
|
1.7
|
|
|
1,902.1
|
|
|
—
|
|
|
1,903.8
|
|
|||||
Distribution and marketing
|
—
|
|
|
1.7
|
|
|
805.1
|
|
|
—
|
|
|
806.8
|
|
|||||
General and administration
|
1.1
|
|
|
129.0
|
|
|
226.6
|
|
|
(1.3
|
)
|
|
355.4
|
|
|||||
Depreciation and amortization
|
—
|
|
|
11.0
|
|
|
52.1
|
|
|
—
|
|
|
63.1
|
|
|||||
Restructuring and other
|
4.0
|
|
|
71.7
|
|
|
13.0
|
|
|
—
|
|
|
88.7
|
|
|||||
Total expenses
|
5.1
|
|
|
215.1
|
|
|
2,998.9
|
|
|
(1.3
|
)
|
|
3,217.8
|
|
|||||
OPERATING INCOME (LOSS)
|
(5.1
|
)
|
|
(198.1
|
)
|
|
185.6
|
|
|
1.3
|
|
|
(16.3
|
)
|
|||||
Interest expense
|
(84.1
|
)
|
|
(225.8
|
)
|
|
(263.1
|
)
|
|
457.8
|
|
|
(115.2
|
)
|
|||||
Interest and other income
|
278.8
|
|
|
—
|
|
|
184.8
|
|
|
(457.2
|
)
|
|
6.4
|
|
|||||
Loss on extinguishment of debt
|
(34.1
|
)
|
|
(3.2
|
)
|
|
(3.1
|
)
|
|
—
|
|
|
(40.4
|
)
|
|||||
Gain on Starz investment
|
20.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.4
|
|
|||||
Equity interests income (loss)
|
(171.3
|
)
|
|
112.7
|
|
|
18.1
|
|
|
51.2
|
|
|
10.7
|
|
|||||
INCOME (LOSS) BEFORE INCOME TAXES
|
4.6
|
|
|
(314.4
|
)
|
|
122.3
|
|
|
53.1
|
|
|
(134.4
|
)
|
|||||
Income tax benefit (provision)
|
10.2
|
|
|
140.8
|
|
|
(47.7
|
)
|
|
45.6
|
|
|
148.9
|
|
|||||
NET INCOME (LOSS)
|
14.8
|
|
|
(173.6
|
)
|
|
74.6
|
|
|
98.7
|
|
|
14.5
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||||
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders
|
$
|
14.8
|
|
|
$
|
(173.6
|
)
|
|
$
|
74.6
|
|
|
$
|
99.0
|
|
|
$
|
14.8
|
|
|
Year Ended
|
||||||||||||||||||
|
March 31, 2017
|
||||||||||||||||||
|
Lions Gate
Entertainment
Corp.
|
|
Lions Gate
Entertainment
Inc.
|
|
Non-guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Lions Gate
Consolidated
|
||||||||||
STATEMENT OF COMPREHENSIVE INCOME (LOSS)
|
(Amounts in millions)
|
||||||||||||||||||
NET INCOME (LOSS)
|
$
|
14.8
|
|
|
$
|
(173.6
|
)
|
|
$
|
74.6
|
|
|
$
|
98.7
|
|
|
$
|
14.5
|
|
Foreign currency translation adjustments, net of tax
|
(3.0
|
)
|
|
(14.0
|
)
|
|
(11.3
|
)
|
|
20.2
|
|
|
(8.1
|
)
|
|||||
Net unrealized loss on available-for-sale securities, net of tax
|
56.4
|
|
|
—
|
|
|
56.4
|
|
|
(56.4
|
)
|
|
56.4
|
|
|||||
Reclassification adjustment for gain on available-for-sale securities realized in net income
|
(17.8
|
)
|
|
—
|
|
|
(17.8
|
)
|
|
17.8
|
|
|
(17.8
|
)
|
|||||
Net unrealized gain on foreign exchange contracts, net of tax
|
(3.5
|
)
|
|
—
|
|
|
(3.5
|
)
|
|
3.5
|
|
|
(3.5
|
)
|
|||||
COMPREHENSIVE INCOME (LOSS)
|
$
|
46.9
|
|
|
$
|
(187.6
|
)
|
|
$
|
98.4
|
|
|
$
|
83.8
|
|
|
$
|
41.5
|
|
Less: Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||||
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders
|
$
|
46.9
|
|
|
$
|
(187.6
|
)
|
|
$
|
98.4
|
|
|
$
|
84.1
|
|
|
$
|
41.8
|
|
|
Year Ended
|
||||||||||||||||||
|
March 31, 2016
|
||||||||||||||||||
|
Lions Gate
Entertainment
Corp.
|
|
Lions Gate
Entertainment
Inc.
|
|
Non-guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Lions Gate
Consolidated
|
||||||||||
|
(Amounts in millions)
|
||||||||||||||||||
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
23.7
|
|
|
$
|
2,324.2
|
|
|
$
|
(0.5
|
)
|
|
$
|
2,347.4
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct operating
|
—
|
|
|
0.5
|
|
|
1,414.8
|
|
|
—
|
|
|
1,415.3
|
|
|||||
Distribution and marketing
|
—
|
|
|
6.5
|
|
|
655.3
|
|
|
—
|
|
|
661.8
|
|
|||||
General and administration
|
3.4
|
|
|
153.1
|
|
|
107.4
|
|
|
(1.5
|
)
|
|
262.4
|
|
|||||
Depreciation and amortization
|
—
|
|
|
9.3
|
|
|
3.8
|
|
|
—
|
|
|
13.1
|
|
|||||
Restructuring and other
|
3.1
|
|
|
6.0
|
|
|
10.7
|
|
|
—
|
|
|
19.8
|
|
|||||
Total expenses
|
6.5
|
|
|
175.4
|
|
|
2,192.0
|
|
|
(1.5
|
)
|
|
2,372.4
|
|
|||||
OPERATING INCOME (LOSS)
|
(6.5
|
)
|
|
(151.7
|
)
|
|
132.2
|
|
|
1.0
|
|
|
(25.0
|
)
|
|||||
Interest expense
|
(38.6
|
)
|
|
(220.6
|
)
|
|
(176.0
|
)
|
|
380.3
|
|
|
(54.9
|
)
|
|||||
Interest and other income
|
209.4
|
|
|
0.2
|
|
|
172.1
|
|
|
(379.8
|
)
|
|
1.9
|
|
|||||
Equity interests income (loss)
|
(113.2
|
)
|
|
182.7
|
|
|
46.7
|
|
|
(72.0
|
)
|
|
44.2
|
|
|||||
INCOME (LOSS) BEFORE INCOME TAXES
|
51.1
|
|
|
(189.4
|
)
|
|
175.0
|
|
|
(70.5
|
)
|
|
(33.8
|
)
|
|||||
Income tax provision (benefit)
|
(0.9
|
)
|
|
76.3
|
|
|
(65.5
|
)
|
|
66.6
|
|
|
76.5
|
|
|||||
NET INCOME (LOSS)
|
50.2
|
|
|
(113.1
|
)
|
|
109.5
|
|
|
(3.9
|
)
|
|
42.7
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
7.5
|
|
|||||
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders
|
$
|
50.2
|
|
|
$
|
(113.1
|
)
|
|
$
|
109.5
|
|
|
$
|
3.6
|
|
|
$
|
50.2
|
|
|
Year Ended
|
||||||||||||||||||
|
March 31, 2016
|
||||||||||||||||||
|
Lions Gate
Entertainment
Corp.
|
|
Lions Gate
Entertainment
Inc.
|
|
Non-guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Lions Gate
Consolidated
|
||||||||||
STATEMENT OF COMPREHENSIVE INCOME (LOSS)
|
(Amounts in millions)
|
||||||||||||||||||
NET INCOME (LOSS)
|
$
|
50.2
|
|
|
$
|
(113.1
|
)
|
|
$
|
109.5
|
|
|
$
|
(3.9
|
)
|
|
$
|
42.7
|
|
Foreign currency translation adjustments, net of tax
|
(3.1
|
)
|
|
(4.3
|
)
|
|
(6.5
|
)
|
|
10.8
|
|
|
(3.1
|
)
|
|||||
Net unrealized loss on available-for-sale securities, net of tax
|
(37.6
|
)
|
|
—
|
|
|
(37.6
|
)
|
|
37.6
|
|
|
(37.6
|
)
|
|||||
Net unrealized gain on foreign exchange contracts, net of tax
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
|||||
COMPREHENSIVE INCOME (LOSS)
|
$
|
9.3
|
|
|
$
|
(117.4
|
)
|
|
$
|
65.2
|
|
|
$
|
44.7
|
|
|
$
|
1.8
|
|
Less: Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
7.5
|
|
|||||
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders
|
$
|
9.3
|
|
|
$
|
(117.4
|
)
|
|
$
|
65.2
|
|
|
$
|
52.2
|
|
|
$
|
9.3
|
|
|
Year Ended
|
||||||||||||||||||
|
March 31, 2016
|
||||||||||||||||||
|
Lions Gate
Entertainment
Corp.
|
|
Lions Gate
Entertainment
Inc.
|
|
Non-guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Lions Gate
Consolidated
|
||||||||||
|
(Amounts in millions)
|
||||||||||||||||||
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
||||||||||
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
$
|
(49.1
|
)
|
|
$
|
7.7
|
|
|
$
|
22.4
|
|
|
$
|
—
|
|
|
$
|
(19.0
|
)
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the sale of equity method investees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment in equity method investees
|
—
|
|
|
(8.6
|
)
|
|
(8.2
|
)
|
|
—
|
|
|
(16.8
|
)
|
|||||
Business acquisitions, net of cash acquired of $15.8
|
—
|
|
|
—
|
|
|
(126.9
|
)
|
|
—
|
|
|
(126.9
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(18.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(18.4
|
)
|
|||||
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
—
|
|
|
(26.9
|
)
|
|
(135.2
|
)
|
|
—
|
|
|
(162.1
|
)
|
|||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt - borrowings
|
629.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
629.5
|
|
|||||
Debt - repayments
|
(444.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(444.5
|
)
|
|||||
Production loans - borrowings
|
—
|
|
|
—
|
|
|
572.6
|
|
|
—
|
|
|
572.6
|
|
|||||
Production loans - repayments
|
—
|
|
|
—
|
|
|
(483.1
|
)
|
|
—
|
|
|
(483.1
|
)
|
|||||
Repurchase of common shares
|
(73.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73.2
|
)
|
|||||
Dividends paid
|
(47.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47.5
|
)
|
|||||
Exercise of stock options
|
6.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|||||
Tax withholding required on equity awards
|
(24.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.2
|
)
|
|||||
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
46.2
|
|
|
—
|
|
|
89.5
|
|
|
—
|
|
|
135.7
|
|
|||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(2.9
|
)
|
|
(19.2
|
)
|
|
(23.3
|
)
|
|
—
|
|
|
(45.4
|
)
|
|||||
FOREIGN EXCHANGE EFFECTS ON CASH
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD
|
3.5
|
|
|
47.3
|
|
|
51.9
|
|
|
—
|
|
|
102.7
|
|
|||||
CASH AND CASH EQUIVALENTS — END OF PERIOD
|
$
|
0.6
|
|
|
$
|
28.1
|
|
|
$
|
29.0
|
|
|
$
|
—
|
|
|
$
|
57.7
|
|