SANTA MONICA, Calif.,
and VANCOUVER, B.C., Aug. 5,
2021 /PRNewswire/ -- Lionsgate (NYSE: LGF.A, LGF.B) today
reported first quarter (quarter ended June
30, 2021) revenue of $901.2
million, operating income of $20.3
million and net loss attributable to Lionsgate shareholders
of $45.4 million or $0.20 diluted net loss per share on 221.8 million
diluted weighted average common shares outstanding. Adjusted
net income attributable to Lionsgate shareholders in the quarter
was $42.4 million or adjusted diluted
EPS of $0.18 on 229.2 million diluted
weighted average common shares outstanding, with adjusted OIBDA of
$119.8 million.
"I'm pleased to report that we were able to lean into our
resilient business model to drive strong financial results in the
quarter," said Lionsgate CEO Jon
Feltheimer. "We filled our content pipelines with
exciting new properties and added valuable new titles to our
library. Like the rest of the industry, Starz subscriber
growth was impacted by the decline in at home viewership and,
importantly, a light content quarter due to COVID-driven production
delays. However, the strong opening of Power Book III:
Raising Kanan two weeks after the quarter ended sparked a
return to strong global subscriber growth which we expect to
continue for the rest of the year."
Revenue from Lionsgate's 17,000-title film and television
library was $740 million for the
trailing 12 months. Lionsgate announced the acquisition of
the Spyglass Media Group library after the end of the quarter.
First Quarter Results
Segment Results
Media Networks segment revenue of $382.3
million was up 4% from the prior year quarter while segment
profit increased 23% to $88.2 million
driven by lower cadence of programming and content
spend. Total Media Networks global subscribers increased to
28.9 million year-over-year including STARZPLAY Arabia, a
non-consolidated equity method investee, driven by robust
domestic and international streaming subscriber growth. Global
OTT streaming subscribers increased 58% year-over-year to 16.7
million. STARZPLAY International subscribers grew 106%
year-over-year to 7.0 million.
Motion Picture segment revenue was up 4% to $291.2 million and segment profit declined to
$44.3 million compared to
$101.1 million in the prior year
quarter. The decline in segment profit compared to the prior
year quarter was attributable to higher P&A spend in the
quarter compared to the prior year, which had no theatrical
releases due to COVID-19 theater closures.
Television Production segment revenue of $386.1 million was up 97% compared to the prior
year quarter, and segment profit of $3.0
million reflects the deliveries of new series.
Lionsgate Television is coming off one of its strongest years with
13 new series orders, seven pilots picked up to series and all of
last year's freshman series renewed for second seasons.
Lionsgate senior management will hold its analyst and investor
conference call to discuss its fiscal 2022 first quarter results at
5:00 PM ET/2:00 PM PT this
afternoon, August 5. Interested parties may listen to the live
webcast by visiting the events page on the Lionsgate Investor
Relations website or via
https://services.choruscall.com/links/lgf210805UtyGTSXL.htmlhttps://services.choruscall.com/links/lgf210527xz7jqpLo.html.
A full replay will become available this evening by clicking the
same link.
About Lionsgate
Combining the STARZ premium global subscription platform with
world-class motion picture and television studio operations,
Lionsgate (NYSE: LGF.A, LGF.B) brings a unique and varied portfolio
of entertainment to consumers around the world. Its film,
television, subscription and location-based entertainment
businesses are backed by a 17,000-title library and the largest
collection of film and television franchises in the independent
media space. A digital age company driven by its
entrepreneurial culture and commitment to innovation, the Lionsgate
brand is synonymous with bold, original, relatable entertainment
for the audiences it serves worldwide.
For further information, investors should contact:
Nilay Shah
310-255-3651
nshah@lionsgate.com
For media inquiries, please contact:
Peter Wilkes
310-255-3726
pwilkes@lionsgate.com
The matters discussed in this press release include
forward-looking statements, including those regarding the
performance of future fiscal years. Such statements are
subject to a number of risks and uncertainties. Actual results in
the future could differ materially and adversely from those
described in the forward-looking statements as a result of various
important factors, including: the potential effects of the COVID-19
global pandemic on the Company, economic and business conditions;
the substantial investment of capital and increased costs required
to produce and market films and television series; budget overruns;
limitations imposed by our credit facilities and notes;
unpredictability of the commercial success of our motion pictures
and television programming; risks related to acquisition and
integration of acquired businesses; the effects of dispositions of
businesses or assets, including individual films or libraries; the
cost of defending our intellectual property; technological changes
and other trends affecting the entertainment industry; other trends
affecting the entertainment industry; and the other risk factors as
set forth in Lionsgate's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on August 5, 2021 . The Company
undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements that may be made to
reflect any future events or circumstances.
Additional Information Available on Website
The information in this press release should be read in
conjunction with the financial statements and footnotes contained
in the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2021, which will be
posted on the Company's website at
http://investors.lionsgate.com/financial-reports/sec-filings, when
filed with the Securities and Exchange Commission. Trending
schedules containing certain financial information will also be
available at
http://investors.lionsgate.com/financial-reports/quarterly-results/2022.
LIONS GATE
ENTERTAINMENT CORP.
|
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
June 30,
2021
|
|
March 31,
2021
|
|
(Unaudited,
amounts in millions)
|
ASSETS
|
|
|
|
Cash and cash
equivalents
|
$
|
261.6
|
|
|
$
|
528.7
|
|
Accounts receivable,
net
|
447.2
|
|
|
383.7
|
|
Other current
assets
|
144.5
|
|
|
274.3
|
|
Total current
assets
|
853.3
|
|
|
1,186.7
|
|
Investment in films
and television programs and program rights, net
|
2,429.2
|
|
|
2,222.7
|
|
Property and
equipment, net
|
87.3
|
|
|
91.1
|
|
Investments
|
32.8
|
|
|
31.9
|
|
Intangible
assets
|
1,541.9
|
|
|
1,575.1
|
|
Goodwill
|
2,764.5
|
|
|
2,764.5
|
|
Other
assets
|
503.9
|
|
|
434.2
|
|
Total
assets
|
$
|
8,212.9
|
|
|
$
|
8,306.2
|
|
LIABILITIES
|
|
|
|
Accounts payable and
accrued liabilities
|
$
|
504.5
|
|
|
$
|
545.4
|
|
Participations and
residuals
|
484.5
|
|
|
508.8
|
|
Film
obligations
|
349.1
|
|
|
385.0
|
|
Debt - short term
portion
|
40.0
|
|
|
88.0
|
|
Deferred
revenue
|
177.5
|
|
|
165.7
|
|
Total current
liabilities
|
1,555.6
|
|
|
1,692.9
|
|
Debt
|
2,444.4
|
|
|
2,542.9
|
|
Participations and
residuals
|
308.3
|
|
|
304.6
|
|
Film
obligations
|
509.3
|
|
|
318.5
|
|
Other
liabilities
|
330.2
|
|
|
337.1
|
|
Deferred
revenue
|
53.1
|
|
|
56.2
|
|
Deferred tax
liabilities
|
41.2
|
|
|
40.3
|
|
Redeemable
noncontrolling interest
|
231.4
|
|
|
219.1
|
|
Commitments and
contingencies
|
|
|
|
EQUITY
|
|
|
|
Class A voting common
shares, no par value, 500.0 shares authorized, 83.0 shares issued
(March 31, 2021 - 83.0 shares issued)
|
664.9
|
|
|
663.2
|
|
Class B non-voting
common shares, no par value, 500.0 shares authorized, 139.6 shares
issued (March 31, 2021 - 138.2 shares issued)
|
2,318.6
|
|
|
2,296.0
|
|
Accumulated
deficit
|
(139.1)
|
|
|
(82.9)
|
|
Accumulated other
comprehensive loss
|
(107.2)
|
|
|
(83.3)
|
|
Total Lions Gate
Entertainment Corp. shareholders' equity
|
2,737.2
|
|
|
2,793.0
|
|
Noncontrolling
interests
|
2.2
|
|
|
1.6
|
|
Total
equity
|
2,739.4
|
|
|
2,794.6
|
|
Total liabilities and
equity
|
$
|
8,212.9
|
|
|
$
|
8,306.2
|
|
LIONS GATE
ENTERTAINMENT CORP.
|
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
Three Months
Ended
|
|
June
30,
|
|
2021
|
|
2020
|
|
(Unaudited,
amounts in millions,
except per share amounts)
|
Revenues
|
$
|
901.2
|
|
|
$
|
813.7
|
|
Expenses
|
|
|
|
Direct
operating
|
486.2
|
|
|
423.0
|
|
Distribution and
marketing
|
217.6
|
|
|
141.7
|
|
General and
administration
|
130.6
|
|
|
109.0
|
|
Depreciation and
amortization
|
43.3
|
|
|
47.6
|
|
Restructuring and
other
|
3.2
|
|
|
3.0
|
|
Total
expenses
|
880.9
|
|
|
724.3
|
|
Operating
income
|
20.3
|
|
|
89.4
|
|
Interest
expense
|
(41.7)
|
|
|
(44.4)
|
|
Interest and other
income
|
3.9
|
|
|
1.7
|
|
Other
expense
|
(1.7)
|
|
|
(1.7)
|
|
Loss on
extinguishment of debt
|
(26.6)
|
|
|
—
|
|
Gain (loss) on
investments
|
(0.1)
|
|
|
5.1
|
|
Equity interests
income (loss)
|
0.7
|
|
|
(2.6)
|
|
Income (loss)
before income taxes
|
(45.2)
|
|
|
47.5
|
|
Income tax
provision
|
(6.5)
|
|
|
(1.3)
|
|
Net income
(loss)
|
(51.7)
|
|
|
46.2
|
|
Less: Net loss
attributable to noncontrolling interests
|
6.3
|
|
|
4.9
|
|
Net income (loss)
attributable to Lions Gate Entertainment Corp.
shareholders
|
$
|
(45.4)
|
|
|
$
|
51.1
|
|
|
|
|
|
Per share
information attributable to Lions Gate Entertainment Corp.
shareholders:
|
|
|
|
Basic net income
(loss) per common share
|
$
|
(0.20)
|
|
|
$
|
0.23
|
|
Diluted net income
(loss) per common share
|
$
|
(0.20)
|
|
|
$
|
0.23
|
|
|
|
|
|
Weighted average
number of common shares outstanding:
|
|
|
|
Basic
|
221.8
|
|
|
219.5
|
|
Diluted
|
221.8
|
|
|
219.9
|
|
LIONS GATE
ENTERTAINMENT CORP.
|
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Three Months
Ended
|
|
June
30,
|
|
2021
|
|
2020
|
|
(Unaudited,
amounts in
millions)
|
Operating
Activities:
|
|
|
|
Net income
(loss)
|
$
|
(51.7)
|
|
|
$
|
46.2
|
|
Adjustments to
reconcile net income (loss) to net cash provided by (used in)
operating activities:
|
|
|
|
Depreciation and
amortization
|
43.3
|
|
|
47.6
|
|
Amortization of films
and television programs and program rights
|
371.1
|
|
|
281.2
|
|
Amortization of debt
financing costs and other non-cash interest
|
12.0
|
|
|
6.5
|
|
Non-cash share-based
compensation
|
34.6
|
|
|
14.4
|
|
Other
amortization
|
25.5
|
|
|
18.3
|
|
Loss on extinguishment
of debt
|
26.6
|
|
|
—
|
|
Equity interests
(income) loss
|
(0.7)
|
|
|
2.6
|
|
Loss (gain) on
investments
|
0.1
|
|
|
(5.1)
|
|
Deferred income
taxes
|
0.9
|
|
|
—
|
|
Changes in operating
assets and liabilities:
|
|
|
|
Accounts receivable,
net and other assets
|
(149.6)
|
|
|
92.5
|
|
Investment in films
and television programs and program rights, net
|
(577.4)
|
|
|
(176.5)
|
|
Accounts payable and
accrued liabilities
|
(60.1)
|
|
|
(120.8)
|
|
Participations and
residuals
|
(20.7)
|
|
|
(45.4)
|
|
Program rights and
other film obligations
|
(11.2)
|
|
|
(51.6)
|
|
Deferred
revenue
|
8.6
|
|
|
(28.5)
|
|
Net Cash Flows
Provided By (Used In) Operating Activities
|
(348.7)
|
|
|
81.4
|
|
Investing
Activities:
|
|
|
|
Proceeds from the
sale of Pantaya
|
123.6
|
|
|
—
|
|
Proceeds from the
sale of equity method and other investments
|
—
|
|
|
5.1
|
|
Investment in equity
method investees and other
|
(1.5)
|
|
|
(0.2)
|
|
Capital
expenditures
|
(6.4)
|
|
|
(6.4)
|
|
Net Cash Flows
Provided By (Used In) Investing Activities
|
115.7
|
|
|
(1.5)
|
|
Financing
Activities:
|
|
|
|
Debt - borrowings,
net of debt issuance and redemption costs
|
1,199.9
|
|
|
75.0
|
|
Debt - repurchases
and repayments
|
(1,373.9)
|
|
|
(92.0)
|
|
Production loans -
borrowings
|
214.3
|
|
|
46.1
|
|
Production loans -
repayments
|
(113.2)
|
|
|
(44.1)
|
|
Production tax credit
facility advances, net of debt issuance costs
|
94.9
|
|
|
—
|
|
Production tax credit
facility repayments
|
(32.8)
|
|
|
—
|
|
Interest rate swap
settlement payments
|
(6.9)
|
|
|
(2.1)
|
|
Repurchase of common
shares
|
—
|
|
|
(2.2)
|
|
Distributions to
noncontrolling interest
|
—
|
|
|
(0.8)
|
|
Exercise of stock
options
|
2.5
|
|
|
—
|
|
Tax withholding
required on equity awards
|
(13.1)
|
|
|
(2.0)
|
|
Net Cash Flows
Used In Financing Activities
|
(28.3)
|
|
|
(22.1)
|
|
Net Change In
Cash, Cash Equivalents and Restricted Cash
|
(261.3)
|
|
|
57.8
|
|
Foreign Exchange
Effects on Cash, Cash Equivalents and Restricted
Cash
|
—
|
|
|
0.1
|
|
Cash, Cash
Equivalents and Restricted Cash - Beginning Of
Period
|
528.7
|
|
|
318.2
|
|
Cash, Cash
Equivalents and Restricted Cash - End Of
Period
|
$
|
267.4
|
|
|
$
|
376.1
|
|
LIONS GATE ENTERTAINMENT CORP.
SEGMENT INFORMATION
The Company's reportable segments have been determined based on
the distinct nature of their operations, the Company's internal
management structure, and the financial information that is
evaluated regularly by the Company's chief operating decision
maker.
The Company has three reportable business segments: (1) Motion
Picture, (2) Television Production and (3) Media Networks.
Motion Picture. Motion Picture consists of the
development and production of feature films, acquisition of North
American and worldwide distribution rights, North American
theatrical, home entertainment and television distribution of
feature films produced and acquired, and worldwide licensing of
distribution rights to feature films produced and acquired.
Television Production. Television Production consists of
the development, production and worldwide distribution of
television productions including television series, television
movies and mini-series, and non-fiction programming. Television
Production includes the licensing of Starz original series
productions to Starz Networks and STARZPLAY International, and the
ancillary market distribution of Starz original productions and
licensed product. Additionally, the Television Production segment
includes the results of operations of 3 Arts Entertainment.
Media Networks. Media Networks consists of the
following product lines (i) Starz Networks, which includes the
domestic distribution of STARZ branded premium subscription video
services through OTT platforms and Distributors and on a
direct-to-consumer basis through the Starz App and (ii) STARZPLAY
International, which represents revenues primarily from the OTT
distribution of the Company's STARZ branded premium subscription
video services outside of the U.S. Through March 31, 2021, Media Networks also included
Other Streaming Services, which represented primarily our formerly
majority owned premium Spanish language streaming services
business, Pantaya. The Company sold its interest in Pantaya on
March 31, 2021.
In the ordinary course of business, the Company's reportable
segments enter into transactions with one another. The most common
types of intersegment transactions include licensing motion
pictures or television programming (including Starz original
productions) from the Motion Picture and Television Production
segments to the Media Networks segment. While intersegment
transactions are treated like third-party transactions to determine
segment performance, the revenues (and corresponding expenses,
assets, or liabilities recognized by the segment that is the
counterparty to the transaction) are eliminated in consolidation
and, therefore, do not affect consolidated results.
LIONS GATE
ENTERTAINMENT CORP.
|
SEGMENT
INFORMATION (Continued)
|
|
Segment information
is presented in the table below:
|
|
|
Three Months
Ended
|
|
June
30,
|
|
2021
|
|
2020
|
|
(Unaudited,
amounts in millions)
|
Segment
revenues
|
|
|
|
Motion
Picture
|
$
|
291.2
|
|
|
$
|
280.7
|
|
Television
Production
|
386.1
|
|
|
195.7
|
|
Media
Networks
|
382.3
|
|
|
367.3
|
|
Intersegment
eliminations
|
(158.4)
|
|
|
(30.0)
|
|
|
$
|
901.2
|
|
|
$
|
813.7
|
|
Gross
contribution
|
|
|
|
Motion
Picture
|
$
|
68.7
|
|
|
$
|
129.9
|
|
Television
Production
|
13.0
|
|
|
45.6
|
|
Media
Networks
|
109.3
|
|
|
92.3
|
|
Intersegment
eliminations
|
8.6
|
|
|
(7.7)
|
|
|
$
|
199.6
|
|
|
$
|
260.1
|
|
Segment general and
administration
|
|
|
|
Motion
Picture
|
$
|
24.4
|
|
|
$
|
28.8
|
|
Television
Production
|
10.0
|
|
|
10.7
|
|
Media
Networks
|
21.1
|
|
|
20.5
|
|
|
$
|
55.5
|
|
|
$
|
60.0
|
|
Segment
profit
|
|
|
|
Motion
Picture
|
$
|
44.3
|
|
|
$
|
101.1
|
|
Television
Production
|
3.0
|
|
|
34.9
|
|
Media
Networks
|
88.2
|
|
|
71.8
|
|
Intersegment
eliminations
|
8.6
|
|
|
(7.7)
|
|
Total segment
profit
|
$
|
144.1
|
|
|
$
|
200.1
|
|
Corporate general and
administrative expenses
|
(24.3)
|
|
|
(26.4)
|
|
Adjusted
OIBDA(1)
|
$
|
119.8
|
|
|
$
|
173.7
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See "Use of Non-GAAP
Financial Measures" for the definition of Adjusted OIBDA and
reconciliation to the most directly comparable GAAP financial
measure.
|
The Company's primary measure of segment performance is segment
profit. Segment profit is defined as gross contribution (revenues,
less direct operating and distribution and marketing expense) less
segment general and administration expenses. Segment profit
excludes, when applicable, corporate general and administrative
expense, restructuring and other costs, share-based compensation,
certain programming and content charges as a result of changes in
management and associated programming and content strategy, certain
charges related to the COVID-19 global pandemic and purchase
accounting and related adjustments. The Company believes the
presentation of segment profit is relevant and useful for investors
because it allows investors to view segment performance in a manner
similar to the primary method used by the Company's management and
enables them to understand the fundamental performance of the
Company's businesses.
LIONS GATE ENTERTAINMENT CORP.
SEGMENT INFORMATION (Continued)
The following table sets forth segment information by product
line for the Media Networks segment for the three months ended
June 30, 2021 and 2020. The Media Networks segment results of
operations for the three months ended June
30, 2020 included our formerly majority owned premium
Spanish language streaming services business, Pantaya (representing
substantially all of Other Streaming Services). We sold our
interest in Pantaya on March 31,
2021.
|
Three Months
Ended
|
|
June
30,
|
|
2021
|
|
2020
|
|
(Unaudited,
amounts in millions)
|
Media Networks
revenue:
|
|
|
|
Starz
Networks
|
$
|
358.2
|
|
|
$
|
345.8
|
|
STARZPLAY
International
|
24.1
|
|
|
10.0
|
|
Other Streaming
Services
|
—
|
|
|
11.5
|
|
|
$
|
382.3
|
|
|
$
|
367.3
|
|
Media Networks
gross contribution:
|
|
|
|
Starz
Networks
|
$
|
135.0
|
|
|
$
|
119.2
|
|
STARZPLAY
International
|
(25.7)
|
|
|
(25.6)
|
|
Other Streaming
Services
|
—
|
|
|
(1.3)
|
|
|
$
|
109.3
|
|
|
$
|
92.3
|
|
Media Networks
general and administration:
|
|
|
|
Starz
Networks
|
$
|
15.5
|
|
|
$
|
15.4
|
|
STARZPLAY
International
|
5.6
|
|
|
3.7
|
|
Other Streaming
Services
|
—
|
|
|
1.4
|
|
|
$
|
21.1
|
|
|
$
|
20.5
|
|
Media Networks
segment profit (loss):
|
|
|
|
Starz
Networks
|
$
|
119.5
|
|
|
$
|
103.8
|
|
STARZPLAY
International
|
(31.3)
|
|
|
(29.3)
|
|
Other Streaming
Services
|
—
|
|
|
(2.7)
|
|
|
$
|
88.2
|
|
|
$
|
71.8
|
|
LIONS GATE ENTERTAINMENT CORP.
USE OF NON-GAAP FINANCIAL MEASURES
This earnings release presents the following important
financial measures utilized by Lions Gate Entertainment Corp. (the
"Company," "we," "us" or "our") that are not all financial measures
defined by generally accepted accounting principles ("GAAP"). The
Company uses non-GAAP financial measures, among other measures, to
evaluate the operating performance of our business. These non-GAAP
financial measures are in addition to, not a substitute for, or
superior to, measures of financial performance prepared in
accordance with United States GAAP.
Adjusted OIBDA: Adjusted OIBDA is defined as
operating income (loss) before adjusted depreciation and
amortization ("OIBDA"), adjusted for adjusted share-based
compensation ("adjusted SBC"), purchase accounting and related
adjustments, restructuring and other costs, certain charges related
to the COVID-19 global pandemic, certain programming and content
charges as a result of management changes and associated changes in
strategy, and unusual gains (such as the gain on sale of Pantaya on
March 31, 2021), when applicable.
- Adjusted depreciation and amortization represents depreciation
and amortization as presented on our consolidated statement of
operations, less the depreciation and amortization related to the
amortization of purchase accounting and related adjustments
associated with recent acquisitions. Accordingly, the full impact
of the purchase accounting is included in the adjustment for
"purchase accounting and related adjustments", described
below.
- Adjusted share-based compensation represents share-based
compensation excluding the impact of the acceleration of certain
vesting schedules for equity awards pursuant to certain severance
arrangements, which are included in restructuring and other
expenses, when applicable.
- Restructuring and other includes restructuring and severance
costs, certain transaction and related costs, and certain unusual
items, when applicable.
- COVID-19 related charges include certain motion picture and
television impairments and development charges associated with
changes in performance expectations or the feasibility of
completing the project, costs associated with the pausing and
restarting of productions, including certain cast and crew, idle
facilities and equipment costs and incremental costs associated
with bad debt reserves, which are included in direct operating
expense, when applicable. In addition, the costs include early or
contractual marketing spends for film releases and events that have
been canceled or delayed and will provide no economic benefit,
which are included in distribution and marketing expense, when
applicable.
- Programming and content charges include charges resulting from
the implementation of changes to the Company's programming strategy
and broadcasting strategy in connection with management changes,
which are included in direct operating expenses, when
applicable.
- Purchase accounting and related adjustments primarily represent
the amortization of non-cash fair value adjustments to certain
assets acquired in recent acquisitions. These adjustments include
the accretion of the noncontrolling interest discount related to
Pilgrim Media Group and 3 Arts Entertainment, the amortization of
the recoupable portion of the purchase price and the expense
associated with the earned distributions related to 3 Arts
Entertainment, all of which are accounted for as compensation and
are included in general and administrative expense.
Adjusted OIBDA is calculated similar to how the Company defines
segment profit and manages and evaluates its segment operations.
Segment profit also excludes corporate general and administrative
expense.
Adjusted Free Cash Flow : Free cash flow is
typically defined as net cash flows provided by (used in) operating
activities, less capital expenditures. The Company defines Adjusted
Free Cash Flow as net cash flows provided by (used in) operating
activities, less capital expenditures, plus or minus the net
increase or decrease in production loans, plus or minus the net
increase or decrease in the production tax credit facility. The
adjustment for the production loans is made because the GAAP based
cash flows from operations reflects a non-cash reduction of cash
flows for the cost of films and television programs associated with
production loans prior to the time the Company actually pays for
the film or television program at or near completion. The Company
believes that it is more meaningful to reflect the impact of the
payment for these films and television programs in its Adjusted
Free Cash Flow when the payments are actually made. The adjustment
for the production tax credit facility is made, similar to the
production loans, to better reflect the timing of the cash flows
associated with productions since a portion of the amounts expended
initially are later refunded through the receipt of tax credits.
The production tax credit facility reduces the timing difference
between the cost expended and the receipt of the tax credit and
thus reflects the cash cost of the production at or near the time
it is produced and completed, which the Company believes is a more
meaningful reflection of the cash cost of its productions.
Adjusted Net Income (Loss) Attributable to Lions Gate
Entertainment Corp. Shareholders : Adjusted net
income (loss) attributable to Lions Gate Entertainment Corp.
shareholders is defined as net income (loss) attributable to Lions
Gate Entertainment Corp. shareholders, adjusted for share-based
compensation, purchase accounting and related adjustments,
restructuring and other items, net gains or losses on investments
and insurance recoveries on prior shareholder litigation, gain or
loss on extinguishment of debt, certain programming and content
charges, COVID-19 related charges, and unusual gains (such as the
gain on sale of Pantaya on March 31,
2021), when applicable, as described in the Adjusted OIBDA
definition, net of the tax effect of the adjustments at the
applicable blended statutory rate and net of the impact of the
adjustments on non-controlling interest and certain changes in our
deferred tax valuation allowance.
Adjusted Basic and Diluted EPS : Adjusted basic earnings
(loss) per share is defined as adjusted net income (loss)
attributable to Lions Gate Entertainment Corp. shareholders divided
by the weighted average shares outstanding. Diluted EPS is similar
to basic EPS but is adjusted for the effects of securities that are
diluted based on the level of adjusted net income (loss), similar
to GAAP.
These measures are non-GAAP financial measures as defined in
Regulation G promulgated by the SEC and are in addition to, not a
substitute for, or superior to, measures of financial performance
prepared in accordance with United States GAAP.
We use these non-GAAP measures, among other measures, to
evaluate the operating performance of our business. We believe
these measures provide useful information to investors regarding
our results of operations and cash flows before non-operating
items. Adjusted OIBDA is considered an important measure of the
Company's performance because this measure eliminates amounts that,
in management's opinion, do not necessarily reflect the fundamental
performance of the Company's businesses, are infrequent in
occurrence, and in some cases are non-cash expenses. Adjusted Free
Cash Flow is considered an important measure of the Company's
liquidity because it provides information about the ability of the
Company to reduce net corporate debt, make strategic investments,
dividends and share repurchases. Adjusted Net Income (Loss)
Attributable to Lions Gate Entertainment Corp. Shareholders and
Adjusted EPS are considered important measures of the Company's
business operations as, similar to Adjusted OIBDA, these measures
eliminate amounts that, in management's opinion, do not necessarily
reflect the fundamental performance of the Company's
businesses.
These non-GAAP measures are commonly used in the entertainment
industry and by financial analysts and others who follow the
industry to measure operating performance. However, not all
companies calculate these measures in the same manner and the
measures as presented may not be comparable to similarly titled
measures presented by other companies due to differences in the
methods of calculation and excluded items.
A general limitation of these non-GAAP financial measures is
that they are not prepared in accordance with U.S. generally
accepted accounting principles. These measures should be reviewed
in conjunction with the relevant GAAP financial measures and are
not presented as alternative measures of operating income, cash
flow, net income (loss), or earnings (loss) per share as determined
in accordance with GAAP. Reconciliations of the adjusted metrics
utilized to their corresponding GAAP metrics are provided
below.
LIONS GATE
ENTERTAINMENT CORP.
|
RECONCILIATION OF
OPERATING INCOME
|
TO ADJUSTED
OIBDA
|
|
The following table
reconciles the GAAP measure, operating income to the non-GAAP
measure, Adjusted OIBDA:
|
|
|
Three Months
Ended
|
|
June
30,
|
|
2021
|
|
2020
|
|
(Unaudited,
amounts in millions)
|
Operating
income
|
$
|
20.3
|
|
|
$
|
89.4
|
|
Adjusted depreciation
and amortization(1)
|
10.1
|
|
|
10.1
|
|
Restructuring and
other(2)
|
3.2
|
|
|
3.0
|
|
COVID-19 related
charges(3)
|
1.6
|
|
|
10.4
|
|
Adjusted share-based
compensation expense(4)
|
34.6
|
|
|
14.4
|
|
Purchase accounting
and related adjustments(5)
|
50.0
|
|
|
46.4
|
|
Adjusted
OIBDA
|
$
|
119.8
|
|
|
$
|
173.7
|
|
|
|
|
|
|
|
|
|
|
(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 recent acquisitions which are included in the purchase
accounting and related adjustments line item above, as shown in the
table below:
|
|
|
|
Three Months
Ended
|
|
June
30,
|
|
2021
|
|
2020
|
|
(Unaudited,
amounts in millions)
|
Depreciation and
amortization
|
$
|
43.3
|
|
|
$
|
47.6
|
|
Less: Amount included
in purchase accounting and related adjustments
|
(33.2)
|
|
|
(37.5)
|
|
Adjusted depreciation
and amortization
|
$
|
10.1
|
|
|
$
|
10.1
|
|
|
|
(2)
|
Restructuring and
other includes restructuring and severance costs, certain
transaction and related costs, and certain unusual items, when
applicable, as shown in the table below:
|
|
|
|
Three Months
Ended
|
|
June
30,
|
|
2021
|
|
2020
|
|
(Unaudited,
amounts in millions)
|
Restructuring and
other:
|
|
|
|
Severance(a)
|
$
|
2.4
|
|
|
$
|
2.2
|
|
COVID-19 related
charges included in restructuring and
other(b)
|
0.3
|
|
|
0.5
|
|
Transaction and
related costs(c)
|
0.5
|
|
|
0.3
|
|
|
$
|
3.2
|
|
|
$
|
3.0
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Severance costs in
the three months ended June 30, 2021 and 2020 were primarily
related to restructuring activities in connection with cost-saving
initiatives and recent acquisitions.
|
(b)
|
During the three
months ended June 30, 2021, the Company has incurred certain
costs primarily related to incremental costs required to adhere to
health and safety protocols and other incremental costs associated
with the COVID-19 global pandemic. In the three months ended June
30 2020, these costs were primarily related to transitioning the
Company to a remote-work environment and other incremental costs
associated with the COVID-19 global pandemic.
|
(c)
|
Transaction and
related costs in the three months ended June 30, 2021 and 2020
reflect transaction, integration and legal costs associated with
certain strategic transactions, restructuring activities and legal
matters.
|
(3)
|
In connection with
the disruptions associated with the COVID-19 global pandemic and
measures to prevent its spread and mitigate its effects both
domestically and internationally, and the related economic
disruption, including the worldwide closure of theaters,
international travel restrictions and the pausing of motion picture
and television productions, during the three months ended
June 30, 2021 and 2020, we have incurred $1.6 million and
$10.4 million, respectively, in incremental direct operating and
distribution and marketing expense. These charges are also excluded
from segment operating results. The costs included in direct
operating expense, amounting to $1.6 million and $5.7 million in
the three months ended June 30, 2021 and 2020, respectively,
primarily represent incremental costs associated with the pausing
and restarting of productions including certain cast and crew, idle
facilities and equipment costs resulting from circumstances
associated with the COVID-19 global pandemic, net of insurance
recoveries. The costs included in distribution and marketing
expense, representing no material amounts and $4.7 million,
respectively, in the three months ended June 30, 2021 and
2020, primarily consist of contractual marketing spends for film
releases and events that were canceled or delayed and will provide
no economic benefit. We expect to incur additional incremental
costs in future periods. However, if the adverse economic impact
and disruptions associated with the COVID-19 global pandemic
continue to improve, we expect that the incremental costs we incur
in fiscal 2022 will decrease as compared to fiscal 2021. The
Company is in the process of seeking additional insurance recovery
for some of these costs. The ultimate amount of insurance recovery
cannot be estimated at this time.
|
(4)
|
Adjusted share-based
compensation represents share-based compensation expense adjusted
for amounts included in restructuring and other expenses, when
applicable, reflecting the impact of the acceleration of certain
vesting schedules for equity awards pursuant to certain severance
arrangements.
|
(5)
|
Purchase accounting
and related adjustments primarily represent the amortization of
non-cash fair value adjustments to certain assets acquired in
recent acquisitions. These adjustments include the accretion of the
noncontrolling interest discount related to Pilgrim Media Group and
3 Arts Entertainment, the amortization of the recoupable portion of
the purchase price and the expense associated with the earned
distributions related to 3 Arts Entertainment, all of which are
accounted for as compensation and are included in general and
administrative expense. The following sets forth the amounts
included in each line item in the financial statements:
|
|
Three Months
Ended
|
|
June
30,
|
|
2021
|
|
2020
|
|
(Unaudited,
amounts in millions)
|
Purchase accounting
and related adjustments:
|
|
|
|
Direct
operating
|
$
|
0.4
|
|
|
$
|
0.3
|
|
General and
administrative expense
|
16.4
|
|
|
8.7
|
|
Depreciation and
amortization
|
33.2
|
|
|
37.4
|
|
|
$
|
50.0
|
|
|
$
|
46.4
|
|
LIONS GATE
ENTERTAINMENT CORP.
|
|
RECONCILIATION OF
NET INCOME (LOSS) ATTRIBUTABLE TO LIONS GATE ENTERTAINMENT CORP.
SHAREHOLDERS TO ADJUSTED NET INCOME ATTRIBUTABLE TO LIONS GATE
ENTERTAINMENT CORP. SHAREHOLDERS, AND BASIC AND DILUTED EPS TO
ADJUSTED BASIC AND DILUTED EPS
|
|
|
Three Months
Ended
|
|
June
30,
|
|
2021
|
|
2020
|
|
(Unaudited,
amounts in millions,
except per share amounts)
|
Reported Net
Income (Loss) Attributable to Lions Gate Entertainment Corp.
Shareholders
|
$
|
(45.4)
|
|
|
$
|
51.1
|
|
Adjusted share-based
compensation expense
|
34.6
|
|
|
14.4
|
|
Restructuring and
other
|
3.2
|
|
|
3.0
|
|
COVID-19 related
charges
|
1.6
|
|
|
10.4
|
|
Purchase accounting
and related adjustments(1)
|
50.0
|
|
|
46.3
|
|
Loss on extinguishment
of debt
|
26.6
|
|
|
—
|
|
Gain on investments
and insurance recoveries on prior shareholder litigation
|
(2.4)
|
|
|
(5.1)
|
|
Tax impact of above
items(2)
|
(23.6)
|
|
|
(15.1)
|
|
Deferred tax valuation
allowance(3)
|
6.2
|
|
|
(14.2)
|
|
Noncontrolling
interest impact of above items
|
(8.4)
|
|
|
(4.7)
|
|
Adjusted Net
Income Attributable to Lions Gate Entertainment Corp.
Shareholders(4)
|
$
|
42.4
|
|
|
$
|
86.1
|
|
|
|
|
|
|
|
|
|
Reported Basic
EPS
|
$
|
(0.20)
|
|
|
$
|
0.23
|
|
Impact of adjustments
on basic earnings per share
|
0.39
|
|
|
0.16
|
|
Adjusted Basic
EPS(4)
|
$
|
0.19
|
|
|
$
|
0.39
|
|
|
|
|
|
|
|
|
|
Reported Diluted
EPS
|
$
|
(0.20)
|
|
|
$
|
0.23
|
|
Impact of adjustments
on diluted earnings per share
|
0.38
|
|
|
0.16
|
|
Adjusted Diluted
EPS(4)
|
$
|
0.18
|
|
|
$
|
0.39
|
|
|
|
|
|
Adjusted weighted
average number of common shares outstanding:
|
|
|
|
Basic
|
221.8
|
|
|
219.5
|
|
Diluted
|
229.2
|
|
|
219.9
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the
amounts included in Adjusted OIBDA net of interest income on the
amortization of non-cash fair value adjustments to finance lease
obligations acquired in the acquisition of Starz.
|
(2)
|
Represents the tax
impact of the adjustments to net income attributable to Lions Gate
Entertainment Corp. shareholders, calculated using the blended
statutory tax rate applicable to each adjustment.
|
(3)
|
Represents an
adjustment for the net (benefit) charge from a net (decrease)
increase in the valuation allowance for certain of the Company's
deferred tax assets.
|
LIONS GATE
ENTERTAINMENT CORP.
|
RECONCILIATION OF
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING
ACTIVITIES
|
TO ADJUSTED FREE
CASH FLOW
|
|
|
Three Months
Ended
|
|
June
30,
|
|
2021
|
|
2020
|
|
(Unaudited,
amounts in millions)
|
Net Cash Flows
Provided By (Used In) Operating
Activities(1)
|
$
|
(348.7)
|
|
|
$
|
81.4
|
|
Capital
expenditures
|
(6.4)
|
|
|
(6.4)
|
|
Net borrowings under
and (repayment) of production loans
|
101.1
|
|
|
2.0
|
|
Net advances under and
(repayment) of production tax credit facility
|
62.1
|
|
|
—
|
|
Adjusted Free Cash
Flow
|
$
|
(191.9)
|
|
|
$
|
77.0
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Cash flows provided
by (used in) operating activities for the three months ended
June 30, 2021 includes a net use of cash of approximately
($51.0) million from the monetization of trade accounts receivable
programs (three months ended June 30, 2020 - net use of cash of
approximately ($16.5) million).
|
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SOURCE Lionsgate