LIONS GATE ENTERTAINMENT CORP /CN/ - FORM 10-Q - August 8, 2017

Attached files

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EX-10.36 - EXHIBIT 10.36 - EXECUTIVE ANNUAL BONUS PROGRAM - LIONS GATE ENTERTAINMENT CORP /CN/exhibit1036lionsgateexecut.htm
EX-32.1 - EXHIBIT 32.1 - CERTIFICATION OF CEO AND CFO PURSUANT TO SECTION 906 - LIONS GATE ENTERTAINMENT CORP /CN/ex321q1f2018.htm
EX-31.2 - EXHIBIT 31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - LIONS GATE ENTERTAINMENT CORP /CN/ex312q1f2018.htm
EX-31.1 - EXHIBIT 31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - LIONS GATE ENTERTAINMENT CORP /CN/ex311q1f2018.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________
Form 10-Q 
___________________________________________________________

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

For the quarterly period ended June 30, 2017

Commission File No.: 1-14880
___________________________________________________________
Lions Gate Entertainment Corp.
(Exact name of registrant as specified in its charter)
___________________________________________________________
British Columbia, Canada
 
N/A
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
 Identification No.)
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
and
2700 Colorado Avenue
Santa Monica, California 90404
(Address of principal executive offices)
___________________________________________________________
(877) 848-3866
(Registrant’s telephone number, including area code)
___________________________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
þ
 
 
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
 
Smaller reporting company
o
 
 
 
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨  No  ý
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Title of Each Class
 
Outstanding at August 3, 2017
Class A Voting Shares, no par value per share
 
81,264,879 shares
Class B Non-Voting Shares, no par value per share
 
127,308,418 shares




 


2

FORWARD-LOOKING STATEMENTS

This report includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “potential,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “forecasts,” “may,” “will,” “could,” “would” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those discussed under Part I, Item 1A. “Risk Factors” found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 25, 2017, which risk factors are incorporated herein by reference, as updated by the risk factors found under Part II, Item 1A. "Risk Factors" herein. These risk factors should not be construed as exhaustive and should be read with the other cautionary statements and information in our Annual Report on Form 10-K, and this report.
We caution you that forward-looking statements made in this report or anywhere else are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially and adversely from those made in or suggested by the forward-looking statements contained in this report as a result of various important factors, including, but not limited to: the substantial investment of capital required to produce and market films and television series, increased costs for producing and marketing feature 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; potential adverse reactions or changes to business or employee relationships, including those resulting from the recent acquisition of Starz; competitive responses to the transaction; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies; diversion of management’s attention from ongoing business operations and opportunities; our ability to complete the integration of Starz successfully; litigation relating to the transaction; and the other risks and uncertainties discussed under Part I, Item 1A. “Risk Factors” found in our Annual Report on Form 10-K filed with the SEC on May 25, 2017, which risk factors are incorporated herein by reference, as updated by the risk factors found under Part II, Item 1A. "Risk Factors" herein. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.
Any forward-looking statements, which we make in this report, speak only as of the date of such statement, and we undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
This Quarterly Report on Form 10-Q  may contain references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Quarterly Report on Form 10-Q, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.
Unless otherwise indicated or the context requires, all references to the “Company,” “Lionsgate,” “we,” “us,” and “our” refer to Lions Gate Entertainment Corp., a corporation organized under the laws of the province of British Columbia, Canada, and its direct and indirect subsidiaries.


3

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

LIONS GATE ENTERTAINMENT CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 
June 30,
2017
 
March 31,
2017
 
(Amounts in millions)
ASSETS
 
 
 
Cash and cash equivalents
$
156.5

 
$
321.9

Restricted cash
—

 
2.8

Accounts receivable, net
822.9

 
908.1

Program rights
238.8

 
261.7

Other current assets
209.6

 
195.9

Total current assets
1,427.8

 
1,690.4

Investment in films and television programs and program rights, net
1,660.4

 
1,729.5

Property and equipment, net
162.6

 
165.5

Investments
179.2

 
371.5

Intangible assets
2,019.5

 
2,046.7

Goodwill
2,704.5

 
2,700.5

Other assets
446.2

 
472.8

Deferred tax assets
33.5

 
20.0

Total assets
$
8,633.7

 
$
9,196.9

LIABILITIES
 
 
 
Accounts payable and accrued liabilities
$
328.2

 
$
573.0

Participations and residuals
498.9

 
514.9

Film obligations and production loans
168.8

 
367.2

Debt - short term portion
78.0

 
77.9

Deferred revenue
161.1

 
156.9

Total current liabilities
1,235.0

 
1,689.9

Debt
2,623.2

 
3,047.0

Participations and residuals
372.1

 
359.7

Film obligations and production loans
156.8

 
116.0

Other liabilities
44.2

 
50.3

Dissenting shareholders' liability
826.2

 
812.9

Deferred revenue
73.1

 
72.7

Deferred tax liabilities
432.3

 
440.2

Redeemable noncontrolling interest
95.0

 
93.8

Commitments and contingencies (Note 15)

 

SHAREHOLDERS' EQUITY
 
 
 
Class A voting common shares, no par value, 500.0 shares authorized, 81.2 shares issued (March 31, 2017 - 81.1 shares issued)
611.1

 
605.7

Class B non-voting common shares, no par value, 500.0 shares authorized, 126.9 shares issued (March 31, 2017 - 126.4 shares issued)
1,934.8

 
1,914.1

Retained earnings
244.1

 
10.6

Accumulated other comprehensive loss
(14.2
)
 
(16.0
)
Total shareholders' equity
2,775.8

 
2,514.4

Total liabilities and shareholders' equity
$
8,633.7

 
$
9,196.9

See accompanying notes.

4

LIONS GATE ENTERTAINMENT CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 
 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions, except per share amounts)
Revenues
$
1,005.3

 
$
553.6

Expenses:
 
 
 
Direct operating
554.9

 
366.3

Distribution and marketing
198.1

 
125.0

General and administration
111.7

 
71.0

Depreciation and amortization
40.0

 
5.6

Restructuring and other
10.9

 
7.7

Total expenses
915.6

 
575.6

Operating income (loss)
89.7

 
(22.0
)
Other expenses (income):
 
 
 
Interest expense
 
 
 
Cash interest
34.6

 
12.9

Interest on dissenters' liability
13.3

 
—

Discount and financing costs amortization
4.4

 
2.3

Total interest expense
52.3

 
15.2

Interest and other income
(2.8
)
 
(0.9
)
Loss on extinguishment of debt
11.6

 
—

Total other expenses, net
61.1

 
14.3

Income (loss) before equity interests and income taxes
28.6

 
(36.3
)
Equity interests income (loss)
(8.3
)
 
10.8

Gain on sale of equity interest in EPIX
201.0

 
—

Income (loss) before income taxes
221.3

 
(25.5
)
Income tax provision (benefit)
46.8

 
(26.3
)
Net income
174.5

 
0.8

Less: Net (income) loss attributable to noncontrolling interest
(0.7
)
 
0.5

Net income attributable to Lions Gate Entertainment Corp. shareholders
$
173.8

 
$
1.3

 
 
 
 
Per share information attributable to Lions Gate Entertainment Corp. shareholders:
 
 
 
Basic net income per common share
$
0.84

 
$
0.01

Diluted net income per common share
$
0.80

 
$
0.01

 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
Basic
206.8

 
147.2

Diluted
217.9

 
149.6

 
 
 
 
Dividends declared per common share
$
—

 
$
0.09

See accompanying notes.

5

LIONS GATE ENTERTAINMENT CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Net income
$
174.5

 
$
0.8

Foreign currency translation adjustments, net of tax
2.0

 
(4.3
)
Net unrealized gain (loss) on available-for-sale securities, net of tax
(0.9
)
 
16.9

Net unrealized gain (loss) on foreign exchange contracts, net of tax
0.7

 
(2.6
)
Comprehensive income
176.3

 
10.8

Less: Comprehensive (income) loss attributable to noncontrolling interest
(0.7
)
 
0.5

Comprehensive income attributable to Lions Gate Entertainment Corp. shareholders
$
175.6

 
$
11.3

See accompanying notes.


6
LIONS GATE ENTERTAINMENT CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY



 
Class A Voting
Common Shares
 
Class B Non-Voting
Common Shares
 
Retained Earnings
 
Accumulated
 Other
Comprehensive
Income (Loss)
 
 
 
Number
 
Amount
 
Number
 
Amount
 
 
 
Total
 
(Amounts in millions)
Balance at March 31, 2017
81.1

 
$
605.7

 
126.4

 
$
1,914.1

 
$
10.6

 
$
(16.0
)
 
$
2,514.4

Cumulative effect of accounting changes for excess tax benefits on equity-based compensation awards and the tax effects of intra-entity transfers
—

 
—

 
—

 
—

 
62.0

 
—

 
62.0

Exercise of stock options
—

 
0.3

 
0.5

 
8.9

 
—

 
—

 
9.2

Share-based compensation, net
0.1

 
5.0

 
—

 
11.7

 
—

 
—

 
16.7

Issuance of common shares to directors for services
—

 
0.1

 
—

 
0.1

 
—

 
—

 
0.2

Net income attributable to Lions Gate Entertainment Corp. shareholders
—

 
—

 
—

 
—

 
173.8

 
—

 
173.8

Other comprehensive income
—

 
—

 
—

 
—

 
—

 
1.8

 
1.8

Noncontrolling interest adjustments to redemption value
—

 
—

 
—

 
—

 
(2.3
)
 
—

 
(2.3
)
Balance at June 30, 2017
81.2

 
$
611.1

 
126.9

 
$
1,934.8

 
$
244.1

 
$
(14.2
)
 
$
2,775.8



See accompanying notes.

7


LIONS GATE ENTERTAINMENT CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Operating Activities:
 
 
 
Net income
$
174.5

 
$
0.8

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
40.0

 
5.6

Amortization of films and television programs and program rights
393.6

 
292.4

Interest on dissenters' liability
13.3

 
—

Discount and financing costs amortization
4.4

 
2.3

Non-cash share-based compensation
22.7

 
21.7

Other non-cash items
0.9

 
1.3

Loss on extinguishment of debt
11.6

 
—

Equity interests loss (income)
8.3

 
(10.8
)
Gain on sale of equity interest in EPIX
(201.0
)
 
—

Deferred income taxes (benefit)
45.1

 
(30.7
)
Changes in operating assets and liabilities:
 
 
 
Restricted cash
2.8

 
(7.9
)
Accounts receivable, net and other assets
101.3

 
146.7

Investment in films and television programs and program rights, net
(289.1
)
 
(250.0
)
Accounts payable and accrued liabilities
(253.7
)
 
(70.9
)
Participations and residuals
(13.5
)
 
43.6

Film obligations
3.9

 
5.5

Deferred revenue
4.5

 
(6.5
)
Net Cash Flows Provided By Operating Activities
69.6

 
143.1

Investing Activities:
 
 
 
Proceeds from the sale of equity method investee, net of transaction costs
393.7

 
—

Investment in equity method investees
(9.5
)
 
(4.2
)
Capital expenditures
(9.4
)
 
(2.9
)
Net Cash Flows Provided By (Used In) Investing Activities
374.8

 
(7.1
)
Financing Activities:
 
 
 
Debt - borrowings
115.0

 
185.0

Debt - repayments
(554.0
)
 
(121.0
)
Production loans - borrowings
38.5

 
63.3

Production loans - repayments
(209.1
)
 
(222.7
)
Dividends paid
—

 
(13.2
)
Distributions to noncontrolling interest
(3.0
)
 
(2.2
)
Exercise of stock options
9.2

 
0.4

Tax withholding required on equity awards
(5.5
)
 
(13.8
)
Net Cash Flows Used In Financing Activities
(608.9
)
 
(124.2
)
Net Change In Cash And Cash Equivalents
(164.5
)
 
11.8

Foreign Exchange Effects on Cash
(0.9
)
 
0.4

Cash and Cash Equivalents - Beginning Of Period
321.9

 
57.7

Cash and Cash Equivalents - End Of Period
$
156.5

 
$
69.9


See accompanying notes.

8


LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General
Nature of Operations
Lions Gate Entertainment Corp. (the “Company,” “Lionsgate,” "Lions Gate," “we,” “us” or “our”) is a vertically integrated next generation global content leader with a diversified presence in motion picture production and distribution, television programming and syndication, premium pay television networks, home entertainment, global distribution and sales, interactive ventures and games and location-based entertainment.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Lionsgate and all of its majority-owned and controlled subsidiaries.
The unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to quarterly report on Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for the three months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2018. The balance sheet at March 31, 2017 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2017.
Certain amounts presented in prior periods have been reclassified to conform to the current period presentation. Historically, the Company has presented an unclassified balance sheet.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the financial statements relate to ultimate revenue and costs used for the amortization of investment in films and television programs; the allocations made in connection with the amortization of program rights; estimates of sales returns and other allowances and provisions for doubtful accounts; fair value of equity-based compensation; fair value of assets and liabilities for allocation of the purchase price of companies acquired; income taxes including the assessment of valuation allowances for deferred tax assets; accruals for contingent liabilities; and impairment assessments for investment in films and television programs, property and equipment, equity investments, goodwill and intangible assets. Actual results could differ from such estimates.
Recent Accounting Pronouncements
Accounting Guidance Adopted in Fiscal 2018
Employee Share-Based Payment Accounting: In March 2016, the Financial Accounting Standards Board ("FASB") issued amended guidance related to employee share-based payment accounting. The Company adopted this new guidance effective April 1, 2017. The new guidance and the impact on the consolidated financial statements upon adoption are summarized as follows:
•
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 $55.5 million in retained earnings for the net excess tax benefits not previously realized.

9
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



•
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 three months ended June 30, 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 and requires application of a modified retrospective transition method. There was no material impact upon adoption related to this change.
Equity Method of Accounting: In March 2016, the FASB issued guidance that changes the requirements for equity method accounting when an investment qualifies for use of the equity method as a result of an increase in the investor’s ownership interest in or degree of influence over an investee. The guidance (i) eliminates the need to retroactively apply the equity method of accounting upon qualifying for such treatment, (ii) requires that the cost of acquiring the additional interest in an investee be added to the basis of the previously held interest and (iii) requires that unrealized holding gains or losses for available-for-sale equity securities that qualify for the equity method of accounting be recognized in earnings at the date the investment becomes qualified for use of the equity method of accounting. The Company adopted the new guidance effective April 1, 2017, with no material impact on the Company's consolidated financial statements.
Intra-Entity Transfers of Assets Other Than Inventory: In October 2016, the FASB issued guidance that will require the tax effects of intercompany transactions, other than sales of inventory, to be recognized when the transfer occurs, eliminating an exception under current U.S. GAAP in which the tax effects of intra-entity asset transfers are deferred until the transferred asset is sold to a third party or otherwise recovered through use. This guidance is effective for the Company's fiscal year beginning April 1, 2018, with early adoption permitted. Upon adoption, the cumulative-effect of the new standard is to be recorded as an adjustment to retained earnings. The Company adopted this guidance, effective April 1, 2017, and as a result, the Company recorded a cumulative-effect adjustment of $6.5 million in retained earnings for the tax effects (net benefit) of intra-entity transfers. Under the new guidance, the consolidated tax provision in the quarter ended June 30, 2017 was $3.2 million higher than would have been recorded under the previous guidance.
Accounting Guidance Not Yet Adopted
Revenue Recognition: In May 2014, the FASB issued an accounting standard update relating to the recognition of revenue from contracts with customers, which will supersede most current U.S. GAAP revenue recognition guidance, including industry-specific guidance. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. Based on the current guidance, the new framework will become effective on either a full or modified retrospective basis for the Company on April 1, 2018. The Company is currently in the process of evaluating which method of transition will be utilized.
Subsequent to the issuance of the May 2014 guidance, several clarifications and updates have been issued by the FASB on this topic, the most recent of which was issued in December 2016. Many of these clarifications and updates to the guidance, as well as a number of interpretive issues, apply to companies in the media and entertainment industry.
The Company is currently evaluating the impact of the new standard. While there may be additional areas impacted by the new standard, the Company has identified certain areas that may be impacted as follows:
Sales or Usage Based Royalties:  The Company currently receives royalties from certain international distributors and other transactional digital distribution partners based on the sales made by these distributors after recoupment of a minimum guarantee, if applicable. The Company currently records these sales and usage based royalties after receiving statements from the licensee and/or film distributor. Under the new revenue recognition rules, revenues will be recorded based on best estimates available in the period of sales or usage. While the timing of the revenue recognition will be accelerated, the Company will continue to have a consistent number of periods of sales or usage based royalties earned in each period.
Renewals of Licenses of Intellectual Property:  Under the current guidance, when the term of an existing license agreement is extended, without any other changes to the provisions of the license, revenue for the renewal period is recognized when the

10
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



agreement is renewed or extended. Under the new guidance, revenue associated with renewals or extensions of existing license agreements will be recognized as revenue when the license content becomes available under the renewal or extension. This change will impact the timing of revenue recognition as compared with current revenue recognition guidance. While revenues from renewal do occur, they are not a significant portion of our revenue and thus are not expected to have a material impact on our revenue recognition.
Licenses of Symbolic Intellectual Property: Certain intellectual property, such as brands, tradenames and logos, is categorized in the new guidance as symbolic. Under the new guidance, a licensee’s ability to derive benefit from a license of symbolic intellectual property is assumed to depend on the licensor continuing to support or maintain the intellectual property throughout the license term. Accordingly, under the new guidance, revenue from licenses of symbolic intellectual property is generally recognized over the corresponding license term. Therefore, the new guidance will impact the timing of revenue recognition as compared to current guidance. The Company does not currently have a significant amount of revenue from the license of symbolic intellectual property.
Principal vs. Agent: The new standard includes new guidance as to how to determine whether the Company is acting as a principal, in which case revenue would be recognized on a gross basis, or whether the Company is acting as an agent, in which case revenues would be recognized on a net basis. The Company is currently evaluating whether the new principal versus agent guidance will have an impact (i.e., changing from gross to net recognition or from net to gross recognition) under certain of its distribution arrangements.

The Company is continuing to evaluate the impact of the new standard on its consolidated financial statements for the above areas and other areas of revenue recognition. 
Recognition and Measurement of Financial Instruments: In January 2016, the FASB issued new guidance that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Among other provisions, the new guidance requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. For investments without readily determinable fair values, entities have the option to either measure these investments at fair value or at cost adjusted for changes in observable prices minus impairment. The guidance is effective for the Company's fiscal year beginning April 1, 2018. Early adoption is not permitted, except for certain provisions relating to financial liabilities. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.
Accounting for Leases: In February 2016, the FASB issued guidance on accounting for leases which requires lessees to recognize most leases on their balance sheets for the rights and obligations created by those leases. The new guidance also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. The guidance is effective for the Company's fiscal year beginning April 1, 2019, with early adoption permitted, and is required to be implemented using a modified retrospective approach. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.
Classification of Certain Cash Receipts and Cash Payments: In August 2016, the FASB issued guidance that clarifies how entities should classify certain cash receipts and payments on the statement of cash flows. The guidance primarily relates to the classification of cash flows associated with certain (i) debt transactions including debt prepayment or extinguishment costs, (ii) contingent consideration arrangements related to a business combination, (iii) insurance claims and policies, (iv) distributions from equity method investees and (v) securitization transactions. This guidance is effective for the Company's fiscal year beginning April 1, 2018, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its statement of cash flows.
Restricted Cash: In November 2016, the FASB issued guidance to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows.  The guidance requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows.  As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows.  The guidance will be applied retrospectively and is effective for the Company’s fiscal year beginning April 1, 2018, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.
Definition of a Business: In January 2017, the FASB issued guidance that changes the definition of a business for accounting purposes. Under the new guidance, an entity first determines whether substantially all of the fair value of a set of assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set of assets is not deemed to be a business. If the threshold is not met, the entity then evaluates whether the set of assets meets the requirement to be deemed a business, which at a minimum, requires there to be an input and a substantive process that together significantly contribute to the ability to create outputs. The guidance is effective on a prospective basis for the

11
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



Company's fiscal year beginning April 1, 2018. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

Stock Compensation - Scope of Modification Accounting: In May 2017, the FASB issued guidance which clarifies that an entity will not apply modification accounting to a share-based payment award if all of the fair value, vesting conditions, and classification of the modified award as an equity or liability instrument are the same immediately before and after the modification. The guidance will be applied prospectively, and is effective for the Company's fiscal year beginning April 1, 2018, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

2. Mergers and Acquisitions

Starz Merger
On December 8, 2016, upon shareholder approval, pursuant to the Agreement and Plan of Merger dated June 30, 2016 ("Merger Agreement"), Lionsgate and Starz consummated the merger, under which Lionsgate acquired Starz for a combination of cash and common stock (the "Starz Merger"). The following table summarizes the components of the estimated purchase consideration, inclusive of Lions Gate’s existing ownership of Starz common stock and Starz’s share-based equity awards outstanding as of December 8, 2016:
 
 
 
(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 preliminary estimated purchase consideration
 
 
$
3,666.9

(1)The difference between the fair value of the Starz available-for-sale securities owned by Lionsgate and the original cost of the Starz available-for-sale securities of $158.9 million, of $20.4 million, was reflected as a gain on Starz investment in the consolidated statement of operations for the fiscal year ended March 31, 2017.
(2)Upon the closing of the merger, each outstanding share-based equity award (i.e., stock options, restricted stock, and restricted stock units) of Starz was replaced by a Lions Gate non-voting share-based equity award (“Lions Gate replacement award”) with terms equivalent to the existing awards based on the exchange ratio set forth in the Merger Agreement. Each Starz outstanding award was measured at fair value on the date of acquisition and the portion attributable to pre-combination service was recorded as part of the purchase consideration. The fair value of the Lions Gate replacement award measured on the date of acquisition in excess of the fair value of the Starz award attributed to and recorded as part of the purchase consideration was attributed to post-combination services and will be recognized as share-based compensation expense over the remaining post-combination service period. The estimated aggregate fair value of the Lions Gate replacement awards recorded as part of the purchase consideration was $186.5 million, and the estimated remaining aggregate fair value totaling $43.3 million is being recognized in future periods in accordance with each respective award’s vesting terms. The fair value of the Lions Gate replacement restricted stock and restricted stock unit awards was determined based on the value estimated for the Class A voting shares and Class B non-voting shares as of the acquisition date as discussed above. The fair value of Lions Gate replacement stock option awards was determined using

12
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



the Black-Scholes option valuation model using the estimated fair value of the Class B non-voting shares underlying the replacement stock options. For purposes of valuing the Lions Gate replacement awards, the following weighted-average applicable assumptions were used in the Black-Scholes option valuation model:
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%

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. The expected option lives represents the period of time that options are expected to be outstanding. Expected volatilities are based on implied volatilities from traded options on Lions Gate’s stock, historical volatility of Lions Gate’s stock and other factors. The expected dividend yield is based on an assumption that the combined company has suspended the quarterly dividend.

In connection with the Starz Merger, Starz received demands for appraisal from purported holders of approximately 25.0 million shares of Starz Series A common stock. Neither the Company nor Starz has determined at this time whether any of such demands satisfy the requirements of Delaware law for perfecting appraisal rights. At any time within 60 days after the effective date of the merger, or February 6, 2017, dissenting shareholders had the right to withdraw their demand for appraisal rights and accept the merger consideration in accordance with the Merger Agreement. The Company received notices from dissenting shareholders withdrawing such demands totaling 2,510,485 shares during that 60 day period. See Note 15 for a discussion of these proceedings.  Should the pending appraisal proceedings reach a verdict, stockholders that are determined to have validly perfected their appraisal rights will be entitled to a cash payment equal to the fair value of their shares, plus interest, as determined by the court. The amounts that the Company may be required to pay to stockholders in connection with the pending appraisal proceedings is uncertain at this time, but could be greater than the merger consideration to which such stockholders would have been entitled had they not demanded appraisal. As of June 30, 2017, the Company has not paid the merger consideration for the shares that have demanded appraisal but has recorded a liability of $826.2 million that is included in dissenting shareholders' liability on the unaudited condensed consolidated balance sheet for the estimated value of the merger consideration that would have been payable for such shares, plus interest accrued at the Federal Reserve discount rate plus 5%, compounded quarterly.

Allocation of Preliminary Purchase Consideration. The Company has made a preliminary allocation of the estimated purchase price of Starz to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value. The preliminary allocation of the estimated purchase price is based upon management's estimates and is subject to revision, as a more detailed analysis of program rights, investment in films and television programs, intangible assets, certain tangible capital assets, and tax and other liabilities is completed and additional information on the fair value of assets and liabilities becomes available, including receipt of final appraisals of the net assets acquired. A change in the fair value of the net assets may change the amount of the purchase price allocable to goodwill, and could impact the amounts of amortization expense. The preliminary estimated purchase price of Starz has been allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value as follows:

13
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



 
(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
129.2

Accounts payable and accrued liabilities
(131.0
)
Corporate debt and capital lease obligations
(1,013.1
)
Deferred tax liabilities
(716.1
)
Other liabilities
(156.6
)
Fair value of net assets acquired
1,497.2

Goodwill
2,169.7

Total estimated purchase consideration
$
3,666.9

Goodwill of $2.2 billion represents the excess of the estimated purchase price over the fair value of the underlying tangible and identifiable intangible assets acquired and liabilities assumed. The acquisition goodwill arises from the increase in the combined company’s content creation capability and enhanced scale to its global distribution footprint across mobile, broadband, cable and satellite platforms. In addition, the acquisition goodwill arises from the opportunity for a broad range of new content partnerships and accelerates the growth of Lionsgate and Starz’s over-the-top (which primarily represent internet streaming services and which the Company refers to as “OTT”) services, as well as other anticipated revenue and cost synergies. The goodwill recorded as part of this acquisition is included in the Motion Pictures and Media Networks segment (see Note 5). The goodwill will not be amortized for financial reporting purposes. An insignificant portion of goodwill will be deductible for federal tax purposes.



14
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



3. Investment in Films and Television Programs and Program Rights
 
June 30,
2017
 
March 31,
2017
 
(Amounts in millions)
Motion Pictures Segment - Theatrical and Non-Theatrical Films
 
 
 
Released, net of accumulated amortization
$
475.1

 
$
610.5

Acquired libraries, net of accumulated amortization
2.9

 
2.3

Completed and not released
45.3

 
24.1

In progress
207.6

 
169.3

In development
32.4

 
29.7

 
763.3

 
835.9

Television Production Segment - Direct-to-Television Programs
 
 
 
Released, net of accumulated amortization
182.4

 
179.3

In progress
132.8

 
104.1

In development
4.2

 
7.3

 
319.4

 
290.7

Media Networks Segment
 
 
 
Licensed program rights, net of accumulated amortization
495.0

 
526.9

Produced programming
 
 
 
Released, net of accumulated amortization
170.7

 
132.7

In progress
136.8

 
200.9

In development
14.0

 
4.1

 
816.5

 
864.6

Investment in films and television programs and program rights, net
1,899.2

 
1,991.2

Less current portion of program rights
(238.8
)
 
(261.7
)
Non-current portion
$
1,660.4

 
$
1,729.5

During the three months ended June 30, 2017 and 2016, the Company performed fair value measurements related to films having indicators of impairment. In determining the fair value of its films, the Company employs a discounted cash flows ("DCF") methodology that includes cash flow estimates of a film’s ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF analysis is based on the Company’s weighted average cost of capital plus a risk premium representing the risk associated with producing a particular film. As the primary determination of fair value is determined using a DCF model, the resulting fair value is considered a Level 3 measurement (see Note 8). During the three months ended June 30, 2017 and 2016, the Company recorded $0.4 million and $1.9 million, respectively, of fair value film write-downs.

4. Investments
The carrying amounts of investments, by category, at June 30, 2017 and March 31, 2017 were as follows:
 
 
June 30,
2017
 
March 31,
2017
 
 
(Amounts in millions)
Equity method investments
 
$
131.5

 
$
322.9

Available-for-sale securities
 
7.1

 
8.0

Cost method investments
 
40.6

 
40.6

 
 
$
179.2

 
$
371.5


15
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)




Equity Method Investments:
The carrying amounts of equity method investments at June 30, 2017 and March 31, 2017 were as follows:
 
 
June 30,
2017
 
 
 
 
Equity Method Investee
Ownership
Percentage
 
June 30,
2017
 
March 31,
2017
 
 
 
(Amounts in millions)
EPIX(1)
n/a(1)
 
$
—

 
$
188.8

Pop
50.0%
 
96.3

 
96.8

Other
Various
 
35.2

 
37.3

 
 
 
$
131.5

 
$
322.9

________________
(1)
In May 2017, the Company sold all of its 31.15% equity interest in EPIX to MGM (see further details below).
Equity interests in equity method investments for the three months ended June 30, 2017 and 2016 were as follows (income (loss)):
 
 
Three Months Ended
 
June 30,
Equity Method Investee
2017
 
2016
 
(Amounts in millions)
EPIX
$
4.0

 
$
11.0

Pop
(3.0
)
 
0.3

Other
(9.3
)
 
(0.5
)
 
$
(8.3
)
 
$
10.8

EPIX. In April 2008, the Company formed a joint venture with Viacom, its Paramount Pictures unit and Metro-Goldwyn-Mayer Studios ("MGM") to create a premium television channel and subscription video-on-demand service named “EPIX”. The Company invested $80.4 million through September 30, 2010, and no additional amounts have been funded since. Since the Company's original investment in April 2008, the Company received distributions from EPIX of $42.0 million through March 31, 2017.
On May 11, 2017, pursuant to the Membership Interest Purchase Agreement dated April 5, 2017 (the “Purchase Agreement”), Lionsgate, Viacom and Paramount, each completed the sale to MGM of 100% of their respective equity interests in EPIX, representing, in the aggregate, an 80.91% interest in EPIX. Lions Gate's 31.15% equity interest in EPIX represented approximately $397.2 million of the sale, of which $23.4 million was paid to Lions Gate between the signing of the Purchase Agreement and the closing of the sale as a member distribution, and $373.8 million was paid upon closing. Prior to the sale of its 31.15% interest in EPIX, the Company had accounted for such interest as an equity method investment.

Based on the carrying value of the Company’s interest in EPIX as of the date of closing and transaction expenses, the Company has recorded a gain before income taxes of approximately $201.0 million which is reflected as a gain on sale of equity interest in EPIX in the consolidated statement of income for the three months ended June 30, 2017.
EPIX Financial Information:
The following table presents the summarized statements of income for EPIX for the period from April 1, 2017 through the date of sale of May 11, 2017, and for the three months ended June 30, 2016 and a reconciliation of the net income reported by EPIX to equity interest income recorded by the Company:

16
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



 
Period from
 
Three Months Ended
 
April 1, 2017 to
 
 
May 11, 2017
 
June 30, 2016
 
(Amounts in millions)
Revenues
$
44.8

 
$
98.3

Expenses:
 
 
 
Operating expenses
32.3

 
49.2

Selling, general and administrative expenses
2.4

 
6.2

Operating income
10.1

 
42.9

Interest and other expense
—

 
—

Net income
$
10.1

 
$
42.9

Reconciliation of net income reported by EPIX to equity interest income:
 
 
 
Net income reported by EPIX
$
10.1

 
$
42.9

Ownership interest in EPIX
31.15
%
 
31.15
%
The Company's share of net income
3.1

 
13.4

Eliminations of the Company’s share of profits on licensing sales to EPIX(1)
(0.1
)
 
(3.7
)
Realization of the Company’s share of profits on licensing sales to EPIX(2)
1.0

 
1.3

Total equity interest income recorded
$
4.0

 
$
11.0

_________________________
(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.
Pop. Pop is the Company's joint venture with CBS. The Company’s investment interest in Pop consists of an equity investment in its common stock units and mandatorily redeemable preferred stock units. CBS has a call option to purchase a portion of the Company's ownership interest in Pop at fair market value, which would result in CBS owning 80% of Pop, exercisable beginning March 26, 2018 for a period of 30 days. During the three months ended June 30, 2017, the Company made contributions of $2.5 million to Pop (2016 - none).
The mandatorily redeemable preferred stock units carry a dividend rate of 10% compounded annually and are mandatorily redeemable in May 2019 at the stated value plus the dividend return and any additional capital contributions less previous distributions. The mandatorily redeemable preferred stock units were initially recorded based on their estimated fair value, as determined using an option pricing model. The mandatorily redeemable preferred stock units and the 10% dividend are being accreted up to their redemption amount over the ten-year period to the redemption date, which is recorded as income within equity interest.

17
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



Pop Financial Information:
The following table presents the summarized statements of operations for the three months ended June 30, 2017 and 2016 for Pop and a reconciliation of the net loss reported by Pop to equity interest income (loss) recorded by the Company:
 
 
Three Months Ended
 
June 30,
 
2017
 
2016
 
 
Revenues
$
24.7

 
$
24.9

Expenses:
 
 
 
Cost of services
16.9

 
11.5

Selling, marketing, and general and administration
12.1

 
10.4

Depreciation and amortization
2.0

 
2.0

Operating income (loss)
(6.3
)
 
1.0

Interest expense, net
0.2

 
0.1

Accretion of redeemable preferred stock units(1)
18.6

 
16.0

Total interest expense, net
18.8

 
16.1

Net loss
$
(25.1
)
 
$
(15.1
)
Reconciliation of net loss reported by Pop to equity interest loss:
 
 
 
Net loss reported by Pop
$
(25.1
)
 
$
(15.1
)
Ownership interest in Pop
50
%
 
50
%
The Company's share of net loss
(12.6
)
 
(7.5
)
Accretion of dividend and interest income on redeemable preferred stock units(1)
9.3

 
8.0

Elimination of the Company's share of profits on licensing sales to Pop
(0.1
)
 
(0.2
)
Realization of the Company’s share of profits on licensing sales to Pop
0.4

 
—

Total equity interest income (loss) recorded
$
(3.0
)
 
$
0.3

 ___________________
(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).
Other Equity Method Investments
Defy Media. In June 2007, the Company acquired an interest in Break Media, a multi-platform digital media company and a leader in male-targeted content creation and distribution. In October 2013, Break Media merged with Alloy Digital to create Defy Media. The Company's effective economic interest in Defy Media through its investment in Break Media and its direct investment in Defy Media is approximately 11%. The Company is accounting for its investment in Defy Media, a limited liability company, under the equity method of accounting due to the Company's board representation that provides significant influence over the investee.
Roadside Attractions. Roadside Attractions is an independent theatrical distribution company. The Company owns a 43% interest in Roadside Attractions.
Pantelion Films. Pantelion Films is 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. The Company owns a 49% interest in Pantelion Films.
Atom Tickets. Atom Tickets is the first-of-its-kind theatrical mobile ticketing platform and app. The Company owns an interest of approximately 15% in Atom Tickets. The Company is accounting for its investment in Atom Tickets, a limited liability company, under the equity method of accounting due to the Company's board representation that provides significant influence over the investee.

18
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



Playco. Playco Holdings Limited ("Playco") offers a STARZ-branded online subscription video-on-demand service in the Middle East and North Africa. The Company owns an approximately 41.3% interest in Playco.
Other. In addition to the equity method investments discussed above, the Company holds ownership interests in other immaterial equity method investees.

Available-for-Sale Securities:

The cost basis, unrealized gains and fair market value of available-for-sale securities were as set forth below:

 
 
June 30,
2017
 
March 31,
2017
 
 
(Amounts in millions)
Cost basis
 
$
2.6

 
$
2.6

Gross unrealized gain
 
4.5

 
5.4

Fair value
 
$
7.1

 
$
8.0

Next Games. At June 30, 2017 and March 31, 2017, the Company's available-for-sale securities consisted of the Company's minority ownership interest in Next Games. Next Games is a mobile games development company headquartered in Helsinki, Finland, with a focus on crafting visually impressive, highly engaging games.
 
Cost Method Investments:
Telltale. Telltale Games ("Telltale") is a creator, developer and publisher of interactive software episodic games based upon popular stories and characters across all major gaming and entertainment platforms. The Company owns an approximately 14% economic interest in Telltale.


5. Goodwill
Changes in the carrying value of goodwill by reporting segment were as follows:
 
Motion Pictures
 
Television Production
 
Media Networks
 
Total
 
(Amounts in millions)
Balance as of March 31, 2017
$
361.9

 
$
240.4

 
$
2,098.2

 
$
2,700.5

Measurement period adjustments for Starz Merger(1)
4.5

 
—

 
(0.5
)
 
4.0

Balance as of June 30, 2017
$
366.4

 
$
240.4

 
$
2,097.7

 
$
2,704.5

______________________
(1)
Measurement period adjustments for the Starz Merger include a decrease to deferred tax liabilities of $2.4 million, and an increase to other liabilities assumed of $6.4 million. These adjustments resulted in a net decrease of $4.0 million of the fair value of net assets acquired and an increase of $4.0 million to goodwill.





19
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



6. Debt

Total debt of the Company, excluding film obligations and production loans, was as follows as of June 30, 2017 and March 31, 2017:

 
June 30,
2017
 
March 31,
2017
 
(Amounts in millions)
Corporate debt:
 
 
 
Revolving credit facilities
$
—

 
$
—

Term Loan A
975.0

 
987.5

Term Loan B
1,175.0

 
1,600.0

5.875% Senior Notes
520.0

 
520.0

Total corporate debt
2,670.0

 
3,107.5

Convertible senior subordinated notes(1)
60.0

 
60.0

Capital lease obligations
56.2

 
57.7

Total debt
2,786.2

 
3,225.2

Unamortized discount and debt issuance costs, net of fair value adjustment on capital lease obligations
(85.0
)
 
(100.3
)
Total debt, net
2,701.2

 
3,124.9

Less current portion
(78.0
)
 
(77.9
)
Non-current portion of debt
$
2,623.2

 
$
3,047.0

_____________________
(1)
Represents 1.25% convertible senior subordinated notes due April 2018, with a conversion price of $29.19 per share at June 30, 2017.

Senior Credit Facilities

Issuance and Prepayments. On December 8, 2016, Lions Gate Entertainment Corp. entered into a credit and guarantee agreement (the "Credit Agreement"), providing for a $1.0 billion five-year revolving credit facility (ii) a $1.0 billion five-year term loan A facility (the "Term Loan A") and (iii) a $2.0 billion seven-year term loan B facility (the "Term Loan B" and together with the revolving credit facility and Term Loan A, the "Senior Credit Facilities"). The Term Loan B facility was issued at 99.5%.

In February 2017, the Company prepaid $400.0 million in principal amount of the Term Loan B, together with accrued and unpaid interest with respect to such principal amount.

In the three months ended June 30, 2017, the Company prepaid $420.0 million in principal amount of the Term Loan B, together with accrued and unpaid interest with respect to such principal amount. In connection with the prepayment, the Company recorded a loss on extinguishment of debt in the three months ended June 30, 2017 amounting to $11.6 million associated with the write-off of deferred financing costs.
Revolving Credit Facility Availability of Funds & Commitment Fee. The revolving credit facility provides for borrowings and letters of credit up to an aggregate of $1.0 billion, and at June 30, 2017 there was $1.0 billion available. However, borrowing levels are subject to certain financial covenants as discussed below. There were no letters of credit outstanding at June 30, 2017. The Company is 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 Credit Agreement, on the total revolving credit facility of $1.0 billion less the amount drawn.
Maturity Date:
•Revolving Credit Facility & Term Loan A: December 8, 2021.
•Term Loan B: December 8, 2023.
Interest:

20
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



•
Revolving Credit Facility & Term Loan A: Initially bore interest at a rate per annum equal to LIBOR plus 2.5% (or an alternative base rate plus 1.5%) margin. The margin is subject to reductions of up to 50 basis points (two reductions of 25 basis points each) upon achievement of certain net first lien leverage ratios, as defined in the Credit Agreement. The margin as of June 30, 2017 is 2.0% (effective interest rate of 3.22% as of June 30, 2017).
•
Term Loan B: Initially bears interest at a rate per annum equal to LIBOR (subject to a LIBOR floor of 0.75%) plus 3.00% (or an alternative base rate plus 2.00%) margin (effective interest rate of 4.22% as of June 30, 2017).
Required Principal Payments:
•
Term Loan A: Quarterly principal payments which began the last day of the first full fiscal quarter ending after December 8, 2016, at quarterly rates of 1.25% for the first and second years, 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 which began the last day of the first full fiscal quarter ending after December 8, 2016, at a quarterly rate of 0.25%, with the balance payable at maturity.
The Term Loan A and Term Loan B also require mandatory prepayments in connection with certain asset sales, subject to certain significant exceptions, and the Term Loan B is subject to additional mandatory repayment from specified percentages of excess cash flow, as defined in the Credit Agreement.
Optional Prepayment:
•
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 Credit Agreement) on or before 12 months after the Closing Date (as defined in the Credit Agreement), the Company shall pay to lenders a prepayment premium of 1.0% of the loans prepaid.
Security. The Senior Credit Facilities are guaranteed by the Guarantors (as defined in the Credit Agreement) and are secured by a security interest in substantially all of the assets of Lionsgate and the Guarantors (as defined in the Credit Agreement), subject to certain exceptions.
Covenants. The Senior Credit Facilities contain representations and warranties, events of default and affirmative and negative covenants that are customary for similar financings and which include, among other things and subject to certain significant exceptions, restrictions on the ability to declare or pay dividends, create liens, incur additional indebtedness, make investments, dispose of assets and merge or consolidate with any other person. In addition, a net first lien leverage maintenance covenant and an interest coverage ratio maintenance covenant apply to the revolving credit facility and the Term Loan A and are tested quarterly. As of June 30, 2017, the Company was in compliance with all applicable covenants.
Change in Control. The Company may also be subject to an event of default upon a change in control (as defined in the Credit Agreement) which, among other things, includes a person or group acquiring ownership or control in excess of 50% of the Company’s common shares.

5.875% Senior Notes

Issuance. On October 27, 2016, Lions Gate Entertainment Corp. issued $520.0 million aggregate principal amount of 5.875% senior notes due 2024 (the "5.875% Senior Notes").

Interest. Bears interest at 5.875% annually.

Maturity Date. November 1, 2024.

Optional Redemption:
(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.

21
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



(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%.

Security. The 5.875% Senior Notes are guaranteed on an unsubordinated, unsecured basis.

Covenants. The 5.875% Senior Notes contain certain restrictions and covenants that, subject to certain exceptions, limit the Company’s ability to incur additional indebtedness, pay dividends or repurchase the Company’s common shares, make certain loans or investments, and sell or otherwise dispose of certain assets subject to certain conditions, among other limitations. As of June 30, 2017, the Company was in compliance with all applicable covenants.
Change in Control. The occurrence of a change of control will be a triggering event requiring the Company to offer to purchase from holders all of the 5.875% Senior Notes, at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. In addition, certain asset dispositions will be triggering events that may require the Company to use the excess proceeds from such dispositions to make an offer to purchase the 5.875% Senior Notes at 100% of their principal amount, plus accrued and unpaid interest, if any to the date of purchase.



7. Film Obligations and Production Loans
 
 
June 30,
2017
 
March 31,
2017
 
(Amounts in millions)
Film obligations
$
142.5

 
$
129.9

Production loans
183.4

 
353.8

Total film obligations and production loans
325.9

 
483.7

Unamortized debt issuance costs
(0.3
)
 
(0.5
)
Total film obligations and production loans, net
325.6

 
483.2

Less current portion
(168.8
)
 
(367.2
)
Total non-current film obligations and production loans
$
156.8

 
$
116.0

Film Obligations
Film obligations include minimum guarantees and accrued licensed program rights obligations, which represent amounts payable for film rights that the Company has acquired and certain theatrical marketing obligations for amounts received from third parties that are contractually committed for theatrical marketing expenditures associated with specific titles.
Production Loans
Production loans represent individual loans for the production of film and television programs that the Company produces. The majority of production loans have contractual repayment dates either at or near the expected completion date, with the exception of certain loans containing repayment dates on a longer term basis, and incur interest at rates ranging from 4.06% to 4.42%.


8. Fair Value Measurements
Fair Value
Accounting guidance and standards about fair value define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Fair Value Hierarchy

22
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



Fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance and standards establish three levels of inputs that may be used to measure fair value:

•
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.
The following table sets forth the assets and liabilities required to be carried at fair value on a recurring basis as of June 30, 2017 and March 31, 2017:
 
June 30, 2017
 
March 31, 2017
 
Level 1
 
Level 2
 
Total
 
Level 1
 
Level 2
 
Total
Assets:
(Amounts in millions)
Available-for-sale securities (see Note 4):
 
 
 
 
 
 
 
 
 
 
 
Investment in Next Games
$
7.1

 
$
—

 
$
7.1

 
$
8.0

 
$
—

 
$
8.0

 
 
 
 
 
 
 
 
 
 
 
 
Forward exchange contracts (see Note 17)
—

 
1.5

 
1.5

 
—

 
0.6

 
0.6

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Forward exchange contracts (see Note 17)
—

 
(0.6
)
 
(0.6
)
 
—

 
(0.5
)
 
(0.5
)
 
$
7.1

 
$
0.9

 
$
8.0

 
$
8.0

 
$
0.1

 
$
8.1



23
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



The following table sets forth the carrying values and fair values of the Company’s investment in Pop's mandatorily redeemable preferred stock units and outstanding debt at June 30, 2017 and March 31, 2017:
 
 
June 30, 2017
 
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
$
96.3

 
$
122.1

 
$
96.8

 
$
122.1

 
 
 
 
 
 
 
 
 
Carrying
Value
 
Fair Value
 
Carrying Value
 
Fair Value
 
 
 
(Level 2)
 
 
 
(Level 2)
Liabilities:
 
 
 
 
 
 
 
Term Loan A
950.5

 
961.6

 
961.8

 
983.8

Term Loan B
1,142.7

 
1,182.3

 
1,554.7

 
1,610.0

5.875% Senior Notes
498.9

 
548.0

 
498.3

 
542.1

April 2013 1.25% Notes
60.0

 
59.0

 
60.0

 
58.5

Production loans
183.1

 
183.4

 
353.3

 
353.8

 
$
2,835.2

 
$
2,934.3

 
$
3,428.1

 
$
3,548.2


The Company’s financial instruments also include cash and cash equivalents, accounts receivable, accounts payable, borrowings under our revolving credit facility, if any, capital lease obligations and dissenting shareholders' liability. The carrying values of these financial instruments approximated the fair values at June 30, 2017 and March 31, 2017.



9. Redeemable Noncontrolling Interest

The table below presents the reconciliation of changes in redeemable noncontrolling interest:

 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Beginning balance
$
93.8

 
$
90.5

Net income (loss) attributable to noncontrolling interest
0.7

 
(0.5
)
Noncontrolling interest discount accretion
1.2

 
1.3

Adjustments to redemption value
2.3

 
2.7

Cash distributions
(3.0
)
 
(2.2
)
Ending balance
$
95.0

 
91.8


Redeemable noncontrolling interest is measured at the greater of (i) the redemption amount that would be paid if settlement occurred at the balance sheet date less the amount attributed to unamortized noncontrolling interest discount if applicable, or (ii) the historical value resulting from the original acquisition date value plus or minus any earnings or loss attribution, plus the amount of unamortized noncontrolling interest discount. The amount of the redemption value in excess of the historical values of the noncontrolling interest, if any, is recognized as an increase to noncontrolling interest and a charge to retained earnings.


24
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



10. Net Income Per Share
Basic net income per share is calculated based on the weighted average common shares outstanding for the period. Basic net income per share for the three months ended June 30, 2017 and 2016 is presented below:
 
 
Three Months Ended
 
June 30,
 
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
$
173.8

 
$
1.3

Denominator:
 
 
 
Weighted average common shares outstanding(1)
206.8

 
147.2

Basic net income per common share
$
0.84

 
$
0.01

___________________
(1)
The weighted average common shares outstanding for the three months ended June 30, 2017 do not include the equity portion of the merger consideration related to the dissenting Starz shareholders as discussed in Note 2 and Note 15.

Diluted net income per common share reflects the potential dilutive effect, if any, of the conversion of convertible senior subordinated notes under the "if converted" method. Diluted net income per common share also reflects share purchase options, including equity-settled share appreciation rights, restricted share units ("RSUs") and restricted stock using the treasury stock method when dilutive, and any contingently issuable shares when dilutive. Diluted net income per common share for the three months ended June 30, 2017 and 2016 is presented below:

 
Three Months Ended
 
June 30,
 
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
$
173.8

 
$
1.3

Add:
 
 
 
Interest on convertible notes, net of tax
0.1

 
—

Numerator for diluted net income per common share
$
173.9

 
$
1.3

 
 
 
 
Denominator:
 
 
 
Weighted average common shares outstanding
206.8

 
147.2

Effect of dilutive securities:
 
 
 
Conversion of notes
2.1

 
—

Share purchase options
6.3

 
2.3

Restricted share units and restricted stock
0.7

 
0.1

Contingently issuable shares
2.0

 
—

Adjusted weighted average common shares outstanding
217.9

 
149.6

Diluted net income per common share
$
0.80

 
$
0.01



25
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



For the three months ended June 30, 2017 and 2016, the outstanding common shares issuable presented below were excluded from diluted net income per common share because their inclusion would have had an anti-dilutive effect.

 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Anti-dilutive shares issuable
 
 
 
Conversion of notes
—

 
6.2

Share purchase options
17.0

 
9.4

Restricted share units
0.2

 
0.9

Other issuable shares
1.5

 
1.2

Total weighted average anti-dilutive shares issuable excluded from diluted net income per common share
18.7

 
17.7






11. Capital Stock

(a) Common Shares
The Company had 500 million authorized Class A voting shares and 500 million authorized Class B non-voting shares at June 30, 2017 and March 31, 2017. The table below outlines common shares reserved for future issuance:
 
 
June 30,
2017
 
March 31,
2017
 
(Amounts in millions)
Stock options outstanding, Class A voting shares average exercise price $26.78, Class B non-voting shares average exercise price $19.54 (March 31, 2017 - Class A voting shares average exercise price $26.67, Class B non-voting shares average exercise price $19.43)
32.3

 
32.6

Restricted stock and restricted share units — unvested
2.4

 
2.7

Common shares available for future issuance under Lionsgate plan
1.0

 
0.8

Common shares available for future issuance under Starz plan
12.0

 
11.8

Shares issuable upon conversion of April 2013 1.25% Notes at conversion price of $29.19 per share (March 31, 2017 - $29.19)
2.1

 
2.1

Shares reserved for future issuance
49.8

 
50.0


The Company's 2012 Performance Incentive Plan, as amended on October 3, 2016 (the "2012 Plan") provides for the issuance of up to 31.6 million common shares of the Company, stock options, share appreciation rights, restricted shares, stock bonuses and other forms of awards granted or denominated in common shares or units of common shares of the Company, as well as certain cash bonus awards to eligible directors of the Company, officers or employees of the Company or any of its subsidiaries, and certain consultants and advisors to the Company or any of its subsidiaries. At the effective time of the closing of the merger, Starz had outstanding equity awards under the Starz Transitional Stock Adjustment Plan, Starz 2011 Incentive Plan, Starz 2011 Nonemployee Director Plan and Starz 2016 Omnibus Incentive Plan (collectively, the “Starz Plans”). In accordance with the Merger Agreement, at the effective time of the closing of the merger, Lions Gate assumed the Starz Plans and the restricted stock unit awards, unvested stock options and restricted stock awards, in each case, granted under the Starz Plans (collectively, the “Assumed Awards”). As a result of this assumption, at the effective time of the closing of the Merger, the Assumed Awards were converted into corresponding awards relating to Class B non-voting shares, after giving effect to appropriate adjustments to reflect the consummation of the merger. There are currently 26.8 million Class B non-voting shares issuable in connection with the Assumed Awards held by Starz employees and awards to be granted under the Starz Plans following the merger.


26
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



(b) Share-based Compensation

The Company recognized the following share-based compensation expense during the three months ended June 30, 2017, and 2016:
 
 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Compensation Expense:
 
 
 
Stock options
$
12.3

 
$
7.7

Restricted share units and other share-based compensation
10.4

 
6.0

Share appreciation rights
1.1

 
—

 
23.8

 
13.7

Immediately vested restricted share units issued under annual bonus program(1)
—

 
8.5

Total share-based compensation expense
$
23.8

 
$
22.2

 
 
 
 
Tax impact(2)
(8.5
)
 
(8.1
)
Reduction in net income
$
15.3

 
$
14.1

___________________
(1)
Represents the impact of immediately vested stock awards granted as part of our annual bonus program, and issued in lieu of cash bonuses.
(2)
Represents the income tax benefit recognized in the statements of income for share-based compensation arrangements.

Share-based compensation expense, by expense category, consisted of the following:
 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Compensation Expense:
 
 
 
Direct operating
$
0.2

 
$
—

Distribution and marketing
0.2

 
—

General and administration
23.4

 
22.2

 
$
23.8

 
$
22.2


The following table sets forth the stock option, restricted stock and restricted share unit activity during the three months ended June 30, 2017:


27
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



 
Stock Options
 
Restricted Stock and Restricted Share Units
 
Class A Voting Shares
 
Class B Non-Voting Shares
 
Class A Voting Shares
 
Class B Non-Voting Shares
 
Number of Shares
 
Weighted-Average Exercise Price
 
Number of Shares
 
Weighted-Average Exercise Price
 
Number of Shares
 
Weighted-Average Grant-Date Fair Value
 
Number of Shares
 
Weighted-Average Grant-Date Fair Value
Outstanding at March 31, 2017
9,089,915

 
$26.67
 
23,464,929

 
$19.43
 
519,148

 
$27.85
 
2,258,006

 
$26.07
Granted
230,303

 
$30.36
 
230,303

 
$29.35
 
43,860

 
$26.10
 
111,604

 
$24.04
Options exercised or restricted stock or RSUs vested
(19,547
)
 
$16.95
 
(511,084
)
 
$17.32
 
(135,052
)
 
$26.62
 
(329,795
)
 
$26.06
Forfeited or expired
(6,732
)
 
$31.00
 
(144,566
)
 
$24.79
 
(3,925
)
 
$37.53
 
(63,616
)
 
$26.42
Outstanding at June 30, 2017
9,293,939

 
$26.78
 
23,039,582

 
$19.54
 
424,031

 
$27.98
 
1,976,199

 
$25.95

During the three months ended June 30, 2017, the Company granted 0.3 million share-appreciation rights ("SARs"). The SARs are currently accounted for as cash-settled, and are revalued each reporting period until settlement using a closed-form option pricing model (Black Scholes).
The Company wrote off tax deficiencies of $0.4 million associated with its equity awards in its tax provision during the three months ended June 30, 2017 (2016 - none).
Total unrecognized compensation cost related to unvested stock options, and related to restricted stock and restricted share unit awards at June 30, 2017 are $66.4 million and $36.4 million, respectively, and are expected to be recognized over a weighted average period of 2.6 and 1.8 years, respectively.

(c) Other

In connection with an amendment of an affiliation agreement with a customer and effective upon the close of the Starz Merger (December 8, 2016), Lionsgate has agreed to issue to the customer three $16.67 million annual installments of equity (or cash at Lionsgate's election). The total value of the contract of $50 million is being amortized as a reduction of revenue over the period from December 8, 2016 to August 31, 2019.


12. Income Taxes
In the quarters ended June 30, 2017 and 2016, the Company determined that a small change in its estimated pretax results for the years ending March 31, 2018 and 2017, respectively, would create a large change in its expected annual effective rate. Accordingly, it was determined that a reliable estimate of the expected annual effective tax rate could not be made. As a result, the Company computed its tax provision (benefit) using the cut-off method, which reflects the actual taxes attributable to year-to-date earnings.
The Company's income tax provision (benefit) differs from the federal statutory rate multiplied by pre-tax income (loss) and has changed from the prior period. The tax provision (benefit) recorded in these periods are primarily related to the mix of the Company's pre-tax income (loss) generated across the various jurisdictions in which the Company operates in addition to the tax deductions generated by the Company's capital structure.
The Company's income tax provision (benefit) can be affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which the Company operates, changes in tax laws and regulations in those jurisdictions, changes in valuation allowances on its deferred tax assets, tax planning strategies available to the Company, and other discrete items.


28
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



13. Restructuring and Other

Restructuring and other includes restructuring and severance costs, certain transaction related costs, and certain unusual items, when applicable, and were as follows for the three months ended June 30, 2017 and 2016:

 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Restructuring and other:
 
 
 
Severance(1)
$
1.0

 
$
—

Transaction related costs(2)
6.9

 
6.7

Litigation and other(3)
3.0

 
1.0

 
$
10.9

 
$
7.7

_______________________
(1)
Severance costs were primarily related to workforce reductions for redundancies in connection with the Starz Merger. As of June 30, 2017, the remaining severance liability was approximately $17.3 million, which is expected to be paid in the next 12 months.
(2)
Transaction related costs in the three months ended June 30, 2017 consist of certain bonuses related to the sale of the Company's equity interest in EPIX (see Note 4) and costs associated with the integration of Starz. Transaction related costs in the three months ended June 30, 2016 represented primarily legal and professional fees, and other transaction related costs associated with the Starz Merger.
(3)
Litigation and other in the three months ended June 30, 2017 primarily consists of litigation expenses incurred in connection with the class action lawsuits related to the Starz Merger (see Note 15).

14. 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. Following the Starz Merger (see Note 2), the Company has added a new segment from the Starz business and realigned business operations within Lionsgate and Starz under three reporting segments and made some changes in what is included and excluded from segment profit.
The Company previously had two reportable business segments, consisting of the Motion Pictures and Television Production segments. Beginning in the quarter ended December 31, 2016, the Company now manages and reports its operating results in three reportable business segments: (1) Motion Pictures, (2) Television Production and (3) Media Networks.
As a result, the Company has presented prior period segment data in a manner that conforms to the current period presentation (see further discussion below).
Motion Pictures 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. As a result of the Starz Merger (see Note 2), beginning December 8, 2016, the Motion Pictures segment includes Starz's third-party distribution business, which is substantially the same as the Motion Pictures existing business.
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.
Media Networks (which was previously not a reportable segment) consists of (i) Starz Networks, which includes the licensing of premium subscription video programming to U.S. multichannel video programming distributors ("MVPDs") including cable operators, satellite television providers and telecommunication companies, and online video providers, and on an over-the-top ("OTT") basis (ii) Content and Other, which includes the licensing of the Media Networks' original series programming to digital media platforms, international television networks, home entertainment and other ancillary markets and (iii) Streaming Services, which represents the Lionsgate legacy start-up direct to consumer streaming services on its

29
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



subscription video-on-demand ("SVOD") platforms which were moved under the Media Networks segment in connection with the Starz Merger.
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 from the Motion Pictures and Television Production segments to the Media Networks segment. In addition, intersegment transactions include distribution fees charged to the Media Networks segment by the Television Production segment for the distribution of Media Networks' original series programming in ancillary markets. While intersegment transactions are treated like third-party transactions to determine segment performance, the revenues (and corresponding expenses or assets recognized by the segment that is the counterparty to the transaction) are eliminated in consolidation and, therefore, do not affect consolidated results.

Segment information by business unit is presented in the table below. The Media Networks segment reflects the Starz network business from the date of acquisition (December 8, 2016), and the Lionsgate direct to consumer streaming services on SVOD platforms for the historical periods presented.

 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Segment revenues
 
 
 
Motion Pictures
$
472.4

 
$
362.2

Television Production
156.6

 
191.1

Media Networks
390.5

 
0.3

Intersegment eliminations
(14.2
)
 
—

 
$
1,005.3

 
$
553.6

Intersegment revenues
 
 
 
Motion Pictures
$
5.1

 
$
—

Television Production
9.1

 
—

 
$
14.2

 
$
—

Gross contribution
 
 
 
Motion Pictures
$
113.8

 
$
56.3

Television Production
21.7

 
17.1

Media Networks
135.1

 
(6.8
)
Intersegment eliminations
(2.0
)
 
—

 
$
268.6

 
$
66.6

Segment general and administration
 
 
 
Motion Pictures
$
26.9

 
$
24.5

Television Production
9.1

 
7.5

Media Networks
25.6

 
2.7

 
$
61.6

 
$
34.7

Segment profit (loss)
 
 
 
Motion Pictures
$
86.9

 
$
31.8

Television Production
12.6

 
9.6

Media Networks
109.5

 
(9.5
)
Intersegment eliminations
(2.0
)
 
—

 
$
207.0

 
$
31.9


Following the Starz Merger, beginning in the quarter ended December 31, 2016, the Company has revised what it will include and exclude from segment profit (loss), the primary measure used by management to evaluate segment performance. Segment profit (loss) continues to be defined as gross contribution (segment revenues, less segment direct operating and

30
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



distribution and marketing expense) less segment general and administration expenses. However, segment direct operating expenses, distribution and marketing expenses and general and administrative expenses will exclude share-based compensation, other than annual bonuses granted in stock, and will include annual bonuses paid in cash. All share-based compensation was previously excluded from segment profit, and annual bonuses were previously included in corporate general and administrative expenses. In addition, segment profit will no longer exclude start-up costs of direct to consumer streaming services on SVOD platforms, non-cash imputed interest charge, and backstopped prints and advertising ("P&A") expense. Segment profit will continue to exclude purchase accounting and related adjustments. As a result of the changes to the segments and definition of segment profit, the Company has presented prior period segment data in a manner that conforms to the current period presentation.


The reconciliation of total segment profit to the Company’s income (loss) before income taxes is as follows:
 
 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Company’s total segment profit
$
207.0

 
$
31.9

Corporate general and administrative expenses
(25.5
)
 
(21.3
)
Adjusted depreciation and amortization(1)
(10.1
)
 
(4.8
)
Restructuring and other(2)
(10.9
)
 
(7.7
)
Adjusted share-based compensation expense(3)
(23.8
)
 
(13.7
)
Purchase accounting and related adjustments(4)
(47.0
)
 
(6.4
)
Operating income (loss)
89.7

 
(22.0
)
Interest expense
(52.3
)
 
(15.2
)
Interest and other income
2.8

 
0.9

Loss on extinguishment of debt
(11.6
)
 
—

Equity interests income (loss)
(8.3
)
 
10.8

Gain on sale of equity interest in EPIX
201.0

 
—

Income (loss) before income taxes
$
221.3

 
$
(25.5
)
___________________
(1)
Adjusted depreciation and amortization represents depreciation and amortization as presented on our unaudited condensed consolidated statements of income 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:
 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Depreciation and amortization
$
40.0

 
$
5.6

Less: Amount included in purchase accounting and related adjustments
(29.9
)
 
(0.8
)
Adjusted depreciation and amortization
$
10.1

 
$
4.8

 
(2)
Restructuring and other includes restructuring and severance costs, certain transaction related costs, and certain unusual items, when applicable (see Note 13).
(3)
The following table reconciles total share-based compensation expense to adjusted share-based compensation expense:

31
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Share-based compensation
$
23.8

 
$
22.2

Less:
 
 
 
Bonus related share-based compensation included in segment and corporate general and administrative expense(1)
—

 
(8.5
)
Adjusted share-based compensation
$
23.8

 
$
13.7

(1)Represents 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.
(4)
Purchase accounting and related adjustments represent the amortization of non-cash fair value adjustments to the assets and liabilities acquired in the acquisition of Starz and Pilgrim Media Group. The following sets forth the amounts included in each line item in the financial statements:
 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Purchase accounting and related adjustments:
 
 
 
Direct operating
$
15.9

 
$
4.3

General and administrative expense
1.2

 
1.3

Depreciation and amortization
29.9

 
0.8

 
$
47.0

 
$
6.4



32
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



The following table sets forth revenues by media or product line as broken down by segment for the three months ended June 30, 2017 and 2016:
 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Segment revenues:
 
 
 
Motion Pictures
 
 
 
Theatrical
$
50.8

 
$
47.2

Home Entertainment
234.0

 
143.2

Television
57.7

 
53.3

International
122.8

 
113.8

Other
7.1

 
4.7

Total Motion Pictures revenues
472.4

 
362.2

Television Production
 
 
 
Domestic Television
128.2

 
153.0

International
23.0

 
27.7

Home Entertainment
3.6

 
6.8

Other
1.8

 
3.6

Total Television Production revenues
156.6

 
191.1

Media Networks
 
 
 
Starz Networks
343.2

 
—

Content and Other
45.9

 
—

Streaming Services
1.4

 
0.3

Total Media Networks revenues
390.5

 
0.3

Intersegment eliminations
(14.2
)
 
—

Total revenues
$
1,005.3

 
$
553.6




33
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



The following table reconciles segment general and administration to the Company's total consolidated general and administration expense:
 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
General and administration
 
 
 
Segment general and administrative expenses
$
61.6

 
$
34.7

Corporate general and administrative expenses
25.5

 
21.3

Share-based compensation expense included in general and administrative expense
23.4

 
13.7

Purchase accounting and related adjustments
1.2

 
1.3

 
$
111.7

 
$
71.0


The reconciliation of total segment assets to the Company’s total consolidated assets is as follows:
 
 
June 30,
2017
 
March 31,
2017
 
(Amounts in millions)
Assets
 
 
 
Motion Pictures
$
1,691.2

 
$
1,802.3

Television Production
1,124.3

 
1,142.8

Media Networks
5,363.4

 
5,443.9

Other unallocated assets(1)
454.8

 
807.9

 
$
8,633.7

 
$
9,196.9

_____________________
(1)
Other unallocated assets primarily consist of cash, other assets and investments.




15. Contingencies

From time to time, the Company is involved in certain claims and legal proceedings arising in the normal course of business. While the resolution of these matters cannot be predicted with certainty, the Company does not believe, based on current knowledge, that the outcome of any currently pending legal proceedings in which the Company is currently involved will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flow.

Litigation

Between July 19, 2016 and August 30, 2016, seven putative class action complaints were filed by purported Starz stockholders in the Court of Chancery of the State of Delaware. These actions have been consolidated into In re Starz Stockholder Litigation, Consolidated C.A. No. 12584-VCG, and the plaintiffs in the consolidated action filed a verified consolidated class action complaint on August 16, 2016. The complaint names as defendants the members of the board of directors of Starz; Dr. Malone and Leslie Malone; Mr. Bennett and Deborah J. Bennett; The Tracey L. Neal Trust A; The Evan D. Malone Trust A; Hilltop Investments, LLC (“Hilltop”); Dr. Rachesky; Lions Gate; and Merger Sub. It alleges, among other things, that the members of the Starz board of directors breached fiduciary duties owed to Starz and the holders of Starz Series A common stock in connection with the merger and related transactions; that Dr. Malone is a controlling stockholder of Starz who breached fiduciary duties owed to other Starz stockholders in connection with the merger and related transactions; and that the other defendants aided and abetted such breaches of fiduciary duty. On August 18, 2016, plaintiffs filed a motion for expedited proceedings. On September 22, 2016, the court denied the motion. On January 17, 2017, the court granted a

34
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



stipulation dismissing without prejudice the claims against former Starz directors Irving Azoff, Susan Lyne, Robert Wiesenthal, Andrew Heller, and Jeffrey Sagansky, as well as Mr. Bennett, Deborah Bennett, Leslie Malone, Hilltop, The Tracey L. Neal Trust A, and The Evan D. Malone Trust A. On January 26, 2017, the court granted a stipulation dismissing without prejudice the claims against Dr. Rachesky. The remaining defendants filed answers to the verified consolidated class action complaint on January 24, 2017. The court has entered a scheduling order providing for a trial to commence in the second half of fiscal 2019. Defendants intend to defend the action vigorously.

On August 9, 2016, a putative class action complaint was filed by a purported Starz stockholder in the District Court for the City and County of Denver, Colorado: Gross v. John C. Malone, et al., 2016-CV-32873. The complaint names as defendants the members of the board of directors of Starz, Dr. Malone and Mr. Bennett, as well as Lions Gate and Merger Sub. The complaint alleges, among other things, that the members of the Starz board of directors breached fiduciary duties owed to Starz and the holders of Starz Series A common stock in connection with the merger and the transactions contemplated by the merger agreement, and that Dr. Malone, Mr. Bennett, Lions Gate, and Merger Sub aided and abetted such breaches of fiduciary duty. On December 10, 2016, the court granted the defendants’ unopposed motion to stay the action pending final resolution of the consolidated Delaware action.

On October 7, 2016, a putative class action complaint was filed by a purported Lions Gate stockholder in the Supreme Court of the State of New York for the County of Nassau: Levy v. Malone, et al., Index No. 607759/2016. The complaint names as defendants Lions Gate and the members of its board of directors. The complaint alleges, among other things, that the members of the Lions Gate board of directors breached fiduciary duties owed to Lions Gate stockholders and/or aided and abetted breaches of fiduciary duties by others in connection with the proposed merger, and that Lions Gate and the members of its board of directors failed to disclose material information in the amended joint proxy statement/ prospectus on Form S-4/A filed on September 7, 2016 in connection with the proposed merger. On November 8, 2016, plaintiff filed a motion to preliminarily enjoin the proposed merger and for expedited discovery. On November 23, 2016, the parties entered into a stipulation of settlement resolving the action, and on November 25, 2016, filed a stipulation withdrawing plaintiff’s motion. On July 14, 2017, the court preliminarily approved the settlement, ordered that notice of the settlement be sent to class members, and scheduled a hearing for August 30, 2017 to determine whether to finally approve the settlement.

Appraisal

Between December 8, 2016 and March 16, 2017, five verified petitions for appraisal were filed by purported Starz stockholders in the Court of Chancery of the State of Delaware. These actions have been consolidated into In re Starz Appraisal, Consolidated C.A. No. 12968-VCG. Starz has answered the petitions, and the court has entered a scheduling order providing for a trial to commence in the second half of fiscal 2019. Starz intends to defend the action vigorously.


16. Consolidating Financial Information — Convertible Senior Subordinated Notes

The April 2013 1.25% Notes by their terms, are fully and unconditionally guaranteed by the Company. Lions Gate Entertainment Inc. ("LGEI"), the issuer of the April 2013 1.25% Notes that are guaranteed by the Company, is 100% owned by the parent company guarantor, Lions Gate Entertainment Corp.

The following tables present condensed consolidating financial information as of June 30, 2017 and March 31, 2017, and for the three months ended June 30, 2017 and 2016 for (1) the Company, on a stand-alone basis, (2) LGEI, on a stand-alone basis, (3) the non-guarantor subsidiaries of the Company (including the subsidiaries of LGEI), on a combined basis (collectively, the “Non-guarantor Subsidiaries”) and (4) the Company, on a consolidated basis.
 

35
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



 
As of
 
June 30, 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
$
1.2

 
$
79.9

 
$
75.4

 
$
—

 
$
156.5

Restricted cash
—

 
—

 
—

 
—

 
—

Accounts receivable, net
0.7

 
1.8

 
820.4

 
—

 
822.9

Program rights
—

 
—

 
238.8

 
—

 
238.8

Other current assets
—

 
24.7

 
189.5

 
(4.6
)
 
209.6

Total current assets
1.9

 
106.4

 
1,324.1

 
(4.6
)
 
1,427.8

Investment in films and television programs and program rights, net
—

 
6.6

 
1,653.8

 
—

 
1,660.4

Property and equipment, net
—

 
36.0

 
126.6

 
—

 
162.6

Investments
40.1

 
17.7

 
121.4

 
—

 
179.2

Intangible assets
—

 
—

 
2,019.5

 
—

 
2,019.5

Goodwill
10.2

 
—

 
2,694.3

 
—

 
2,704.5

Other assets
—

 
17.7

 
428.5

 
—

 
446.2

Deferred tax assets
29.1

 
303.3

 
—

 
(298.9
)
 
33.5

Subsidiary investments and advances
5,292.7

 
1,818.7

 
6,039.5

 
(13,150.9
)
 
—

 
$
5,374.0

 
$
2,306.4

 
$
14,407.7

 
$
(13,454.4
)
 
$
8,633.7

Liabilities and Shareholders' Equity (Deficiency)
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
22.2

 
59.9

 
246.1

 
—

 
328.2

Participations and residuals
—

 
3.5

 
495.4

 
—

 
498.9

Film obligations and production loans
—

 
—

 
168.8

 
—

 
168.8

Debt - short term portion
70.0

 
—

 
8.0

 
—

 
78.0

Deferred revenue
—

 
2.2

 
158.9

 
—

 
161.1

Total current liabilities
92.2

 
65.6

 
1,077.2

 
—

 
1,235.0

Debt
2,506.0

 
54.6

 
62.6

 
—

 
2,623.2

Participations and residuals
—

 
—

 
372.1

 
—

 
372.1

Film obligations and production loans
—

 
—

 
156.8

 
—

 
156.8

Other liabilities
—

 
—

 
44.2

 
—

 
44.2

Dissenting shareholders liability
—

 
—

 
826.2

 
—

 
826.2

Deferred revenue
—

 
—

 
73.1

 
—

 
73.1

Deferred tax liabilities
—

 
—

 
731.2

 
(298.9
)
 
432.3

Intercompany payable
—

 
2,503.2

 
4,425.0

 
(6,928.2
)
 
—

Redeemable noncontrolling interest
—

 
—

 
95.0

 
—

 
95.0

Total shareholders' equity (deficiency)
2,775.8

 
(317.0
)
 
6,544.3

 
(6,227.3
)
 
2,775.8

 
$
5,374.0

 
$
2,306.4

 
$
14,407.7

 
$
(13,454.4
)
 
$
8,633.7




36
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



 
Three Months Ended
 
June 30, 2017
 
Lions Gate
Entertainment
Corp.
 
Lions Gate
Entertainment
Inc.
 
Non-guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Lions Gate
Consolidated
 
 
 
(Amounts in millions)
 
 
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
Revenues
$
—

 
$
1.3

 
$
1,004.0

 
$
—

 
$
1,005.3

EXPENSES:
 
 
 
 
 
 
 
 
 
Direct operating
—

 
(0.9
)
 
555.8

 
—

 
554.9

Distribution and marketing
—

 
1.6

 
196.5

 
—

 
198.1

General and administration
0.8

 
41.3

 
70.0

 
(0.4
)
 
111.7

Depreciation and amortization
—

 
2.6

 
37.4

 
—

 
40.0

Restructuring and other
1.1

 
9.1

 
0.7

 
—

 
10.9

Total expenses
1.9

 
53.7

 
860.4

 
(0.4
)
 
915.6

OPERATING INCOME (LOSS)
(1.9
)
 
(52.4
)
 
143.6

 
0.4

 
89.7

Other expenses (income):
 
 
 
 
 
 
 
 
 
Interest expense
36.4

 
55.1

 
111.0

 
(150.2
)
 
52.3

Interest and other income
(105.4
)
 
—

 
(47.4
)
 
150.0

 
(2.8
)
Loss on extinguishment of debt
10.9

 
0.7

 
—

 
—

 
11.6

Total other expenses (income)
(58.1
)
 
55.8

 
63.6

 
(0.2
)
 
61.1

INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES
56.2

 
(108.2
)
 
80.0

 
0.6

 
28.6

Equity interests income (loss)
108.6

 
277.0

 
(3.1
)
 
(390.8
)
 
(8.3
)
Gain on sale of equity interest in EPIX
—

 
—

 
201.0

 
—

 
201.0

INCOME (LOSS) BEFORE INCOME TAXES
164.8

 
168.8

 
277.9

 
(390.2
)
 
221.3

Income tax provision (benefit)
(9.0
)
 
60.2

 
105.8

 
(110.2
)
 
46.8

NET INCOME (LOSS)
173.8

 
108.6

 
172.1

 
(280.0
)
 
174.5

Less: Net income attributable to noncontrolling interest
—

 
—

 
—

 
(0.7
)
 
(0.7
)
Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders
$
173.8

 
$
108.6

 
$
172.1

 
$
(280.7
)
 
$
173.8

 
Three Months Ended
 
June 30, 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)
$
173.8

 
$
108.6

 
$
172.1

 
$
(280.0
)
 
$
174.5

Foreign currency translation adjustments, net of tax
1.1

 
3.3

 
(10.4
)
 
8.0

 
2.0

Net unrealized loss on available-for-sale securities, net of tax
(0.9
)
 
(0.9
)
 
—

 
0.9

 
(0.9
)
Net unrealized gain on foreign exchange contracts, net of tax
0.7

 
—

 
0.7

 
(0.7
)
 
0.7

COMPREHENSIVE INCOME (LOSS)
174.7

 
111.0

 
162.4

 
(271.8
)
 
176.3

Less: Comprehensive income attributable to noncontrolling interest
—

 
—

 
—

 
(0.7
)
 
(0.7
)
Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders
$
174.7

 
$
111.0

 
$
162.4

 
$
(272.5
)
 
$
175.6



37
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



 
Three Months Ended
 
June 30, 2017
 
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
$
419.9

 
$
(75.9
)
 
$
(274.4
)
 
$
—

 
$
69.6

INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Proceeds from the sale of equity method investees
—

 
—

 
393.7

 
—

 
393.7

Investment in equity method investees
—

 
(2.7
)
 
(6.8
)
 
—

 
(9.5
)
Capital expenditures
—

 
(2.1
)
 
(7.3
)
 
—

 
(9.4
)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
—

 
(4.8
)
 
379.6

 
—

 
374.8

FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Debt - borrowings
115.0

 
—

 
—

 
—

 
115.0

Debt - repayments
(552.5
)
 
—

 
(1.5
)
 
—

 
(554.0
)
Production loans - borrowings
—

 
—

 
38.5

 
—

 
38.5

Production loans - repayments
—

 
—

 
(209.1
)
 
—

 
(209.1
)
Distributions to noncontrolling interest
—

 
—

 
(3.0
)
 
—

 
(3.0
)
Exercise of stock options
9.2

 
—

 
—

 
—

 
9.2

Tax withholding required on equity awards
(5.5
)
 
—

 
—

 
—

 
(5.5
)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
(433.8
)
 
—

 
(175.1
)
 
—

 
(608.9
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(13.9
)
 
(80.7
)
 
(69.9
)
 
—

 
(164.5
)
FOREIGN EXCHANGE EFFECTS ON CASH
—

 
—

 
(0.9
)
 
—

 
(0.9
)
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD
15.1

 
160.6

 
146.2

 
—

 
321.9

CASH AND CASH EQUIVALENTS — END OF PERIOD
$
1.2

 
$
79.9

 
$
75.4

 
$
—

 
$
156.5



38
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



 
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 Shareholders' 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 shareholders' 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



39
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



 
Three Months Ended
 
June 30, 2016
 
Lions Gate
Entertainment
Corp.
 
Lions Gate
Entertainment
Inc.
 
Non-guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Lions Gate
Consolidated
 
(Amounts in millions)
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
Revenues
$
—

 
$
5.2

 
$
548.4

 
$
—

 
$
553.6

EXPENSES:
 
 
 
 
 
 
 
 
 
Direct operating
—

 
1.0

 
365.3

 
—

 
366.3

Distribution and marketing
—

 
0.5

 
124.5

 
—

 
125.0

General and administration
0.4

 
38.7

 
32.0

 
(0.1
)
 
71.0

Depreciation and amortization
—

 
3.6

 
2.0

 
—

 
5.6

Restructuring and other
—

 
7.6

 
0.1

 
—

 
7.7

Total expenses
0.4

 
51.4

 
523.9

 
(0.1
)
 
575.6

OPERATING INCOME (LOSS)
(0.4
)
 
(46.2
)
 
24.5

 
0.1

 
(22.0
)
Other expenses (income):
 
 
 
 
 
 
 
 
 
Interest expense
11.1

 
57.1

 
45.7

 
(98.7
)
 
15.2

Interest and other income
(53.9
)
 
0.1

 
(45.7
)
 
98.6

 
(0.9
)
Total other expenses (income)
(42.8
)
 
57.2

 
—

 
(0.1
)
 
14.3

INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES
42.4

 
(103.4
)
 
24.5

 
0.2

 
(36.3
)
Equity interests income (loss)
(40.6
)
 
35.4

 
11.4

 
4.6

 
10.8

INCOME (LOSS) BEFORE INCOME TAXES
1.8

 
(68.0
)
 
35.9

 
4.8

 
(25.5
)
Income tax provision (benefit)
0.5

 
(27.4
)
 
14.2

 
(13.6
)
 
(26.3
)
NET INCOME (LOSS)
1.3

 
(40.6
)
 
21.7

 
18.4

 
0.8

Less: Net loss attributable to noncontrolling interest
—

 
—

 
—

 
0.5

 
0.5

Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders
$
1.3

 
$
(40.6
)
 
$
21.7

 
$
18.9

 
$
1.3


 
Three Months Ended
 
June 30, 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)
$
1.3

 
$
(40.6
)
 
$
21.7

 
$
18.4

 
$
0.8

Foreign currency translation adjustments, net of tax
(4.3
)
 
(7.0
)
 
(11.0
)
 
18.0

 
(4.3
)
Net unrealized gain (loss) on available-for-sale securities, net of tax
16.9

 
—

 
16.9

 
(16.9
)
 
16.9

Net unrealized loss on foreign exchange contracts, net of tax
(2.6
)
 
—

 
(2.6
)
 
2.6

 
(2.6
)
COMPREHENSIVE INCOME (LOSS)
$
11.3

 
$
(47.6
)
 
$
25.0

 
$
22.1

 
$
10.8

Less: Comprehensive loss attributable to noncontrolling interest
—

 
—

 
—

 
0.5

 
0.5

Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders
$
11.3

 
$
(47.6
)
 
$
25.0

 
$
22.6

 
$
11.3



40
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



 
Three Months Ended
 
June 30, 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
$
(37.0
)
 
$
2.4

 
$
177.7

 
$
—

 
$
143.1

INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Investment in equity method investees and other investments
—

 
—

 
(4.2
)
 
—

 
(4.2
)
Capital expenditures
—

 
(2.0
)
 
(0.9
)
 
—

 
(2.9
)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
—

 
(2.0
)
 
(5.1
)
 
—

 
(7.1
)
FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Debt - borrowings
185.0

 
—

 
—

 
—

 
185.0

Debt - repayments
(121.0
)
 
—

 
—

 
—

 
(121.0
)
Production loans - borrowings
—

 
—

 
63.3

 
—

 
63.3

Production loans - repayments
—

 
—

 
(222.7
)
 
—

 
(222.7
)
Dividends paid
(13.2
)
 
—

 
—

 
—

 
(13.2
)
Distributions to noncontrolling interest
—

 
—

 
(2.2
)
 
—

 
(2.2
)
Exercise of stock options
0.4

 
—

 
—

 
—

 
0.4

Tax withholding required on equity awards
(13.8
)
 
—

 
—

 
—

 
(13.8
)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
37.4

 
—

 
(161.6
)
 
—

 
(124.2
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
0.4

 
0.4

 
11.0

 
—

 
11.8

FOREIGN EXCHANGE EFFECTS ON CASH
—

 
—

 
0.4

 
—

 
0.4

CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD
0.7

 
28.1

 
28.9

 
—

 
57.7

CASH AND CASH EQUIVALENTS — END OF PERIOD
$
1.1

 
$
28.5

 
$
40.3

 
$
—

 
$
69.9





41
LIONS GATE ENTERTAINMENT CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)




17. Derivative Instruments and Hedging Activities
The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses and tax credit receivables denominated in various foreign currencies. As of June 30, 2017, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 15 months from June 30, 2017):

June 30, 2017
Foreign Currency
 
Foreign Currency Amount
 
US Dollar Amount
 
Weighted Average Exchange Rate Per $1 USD
 
 
(Amounts in millions)
 
(Amounts in millions)
 
 
British Pound Sterling
 

£13.3

in exchange for

$16.6

 
£0.80
Hungarian Forint
 
HUF 1,824.5

in exchange for

$6.6

 
HUF 275.71
Euro
 

€6.2

in exchange for

$7.0

 
€0.88
Canadian Dollar
 

C$12.9

in exchange for

$9.5

 
C$1.37
New Zealand Dollar
 
NZD 3.3

in exchange for

$2.4

 
NZD 0.73
Changes in the fair value representing a net unrealized fair value gain (loss) on foreign exchange contracts that qualified as effective hedge contracts outstanding during the three months ended June 30, 2017 were gains, net of tax, of $0.7 million (2016 - losses, net of tax of $2.6 million), and are included in accumulated other comprehensive loss, a separate component of shareholders’ equity. Changes in the fair value representing a net unrealized fair value loss on foreign exchange contracts that did not qualify as effective hedge contracts outstanding during the three months ended June 30, 2017 were nil (2016 - $0.4 million) and were included in direct operating expenses in the accompanying unaudited condensed consolidated statements of income. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions.
As of June 30, 2017, $1.5 million was included in other assets and $0.6 million in accounts payable and accrued liabilities (March 31, 2017 - $0.6 million in other assets and $0.5 million in accounts payable and accrued liabilities) in the accompanying unaudited condensed consolidated balance sheets related to the Company's use of foreign currency derivatives. The Company classifies its forward foreign exchange contracts within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.
During the three months ended June 30, 2017, no amounts were reclassified out of accumulated other comprehensive loss into earnings. As of June 30, 2017, based on the current release schedule, the Company estimates approximately less than $1 million of gains associated with cash flow hedges in accumulated other comprehensive loss to be reclassified into earnings during the one-year period ending June 30, 2018.  


18. Additional Financial Information

The following tables present supplemental information related to the unaudited condensed consolidated financial statements.


42



Other Assets
The composition of the Company’s other assets is as follows as of June 30, 2017 and March 31, 2017:
 
 
June 30,
2017
 
March 31,
2017
 
(Amounts in millions)
Other current assets
 
 
 
Prepaid expenses and other
$
23.1

 
$
26.1

Product inventory
21.6

 
23.9

Tax credits receivable
164.9

 
145.9

 
$
209.6

 
$
195.9

Other non-current assets
 
 
 
Prepaid expenses and other
$
40.9

 
$
39.9

Accounts receivable
305.6

 
313.1

Tax credits receivable
99.7

 
119.8

 
$
446.2

 
$
472.8


Supplemental Cash Flow Information

The supplemental schedule of non-cash financing activities for the three months ended June 30, 2017 and 2016 is presented below:

 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
 
 
 
 
Non-cash financing activities:
 
 
 
Accrued dividends
$
—

 
$
13.3


There were no non-cash investing activities for the three months ended June 30, 2017 and 2016.




43


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview
Lions Gate Entertainment Corp. (the “Company,” “Lionsgate,” "Lions Gate," “we,” “us” or “our”) is a vertically integrated next generation global content leader with a diversified presence in motion picture production and distribution, television programming and syndication, premium pay television networks, home entertainment, global distribution and sales, interactive ventures and games and location-based entertainment. We classify our operations through three reporting segments: Motion Pictures, Television Production, and Media Networks (see further discussion below).

Starz Merger
On December 8, 2016, upon shareholder approval, pursuant to the Agreement and Plan of Merger dated June 30, 2016 ("Merger Agreement"), Lionsgate and Starz consummated a merger, under which Lionsgate acquired Starz for a combination of cash and common stock (the "Starz Merger"). In connection with the Starz Merger, Lionsgate entered into a credit and guarantee agreement (the "Credit Agreement") which provided for: (i) a $1.0 billion revolving credit facility (ii) a $1.0 billion term loan A facility (the "Term Loan A"), and (iii) a $2.0 billion term loan B facility (the "Term Loan B"). In addition, on October 27, 2016, Lionsgate issued $520.0 million of senior notes due 2024 (the "5.875% Senior Notes") (see Note 6 to our unaudited condensed consolidated financial statements). The Company used the proceeds of the 5.875% Senior Notes, the Term Loan A, the Term Loan B, and a portion of the revolving credit facility amounting to $50 million to finance a portion of the consideration and transaction costs for the Starz Merger and the associated transactions, including the repayment of all amounts outstanding under Lionsgate's previous senior revolving credit facility, term loan and senior notes and the discharge of Starz's senior notes and repayment of all amounts outstanding under Starz's credit agreement.
See Note 2 to our unaudited condensed consolidated financial statements for further details of the Starz Merger.
Segment Structure
Following the Starz Merger, the Company reorganized our segment structure and now manages and reports its operating results through three reportable business segments as of June 30, 2017: Motion Pictures, Television Production and Media Networks. The Motion Pictures segment remains similar to the previously reported segment, and now includes the Starz third-party distribution business. The Television Production segment will remain substantially similar to the previously reported segment. The Media Networks segment will consist of the Starz Networks business, the licensing of Starz original series in ancillary markets, and the Company’s direct to consumer initiatives including its subscription video-on-demand platforms. See Note 14 to our unaudited condensed consolidated financial statements for our segment information disclosure.
Revenues
Our revenues are derived from the Motion Pictures, Television Production and Media Networks segments, as described below. Our revenues are derived from the U.S., Canada, the United Kingdom and other foreign countries. None of the non-U.S. countries individually comprised greater than 10% of total revenues for the three months ended June 30, 2017 and 2016.
Motion Pictures
Our Motion Pictures segment includes revenues derived from the following:
•
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. We distribute a library of approximately 16,000 motion picture titles and television episodes and programs.

44

•
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 of our productions, acquired films, our catalog product and libraries of acquired titles from our international subsidiaries to international distributors, on a territory-by-territory basis. International revenues also includes 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 films and television programs to ancillary markets.
Television Production
Our Television Production segment includes revenues derived from the following:
•
Domestic Television. Domestic television revenues are derived from the licensing and syndication to domestic markets of one-hour and half-hour 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 one-hour and half-hour 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. We distribute a library of approximately 16,000 motion picture titles and television episodes and programs.
•
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.
Media Networks
Our Media Networks segment includes revenues derived from the following:
•
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. 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 OTT service multiplied by the applicable retail rate.
•
Content and Other. Original content revenues are derived from the licensing of Starz original programming to digital media platforms, international television networks, through packaged media and other ancillary markets.
•
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.
Expenses
Our primary operating expenses include direct operating expenses, distribution and marketing expenses and general and administration expenses.
Direct operating expenses include amortization of film and television production or acquisition costs, amortization of programming production or acquisition costs and programming related salaries, participation and residual expenses, provision for doubtful accounts, and foreign exchange gains and losses.
Participation costs represent contingent consideration payable based on the performance of the film or television program to parties associated with the film or television program, including producers, writers, directors or actors. Residuals represent amounts payable to various unions or “guilds” such as the Screen Actors Guild - American Federation of Television and Radio

45

Artists, Directors Guild of America, and Writers Guild of America, based on the performance of the film or television program in certain ancillary markets or based on the individual’s (i.e., actor, director, writer) salary level in the television market.
Distribution and marketing expenses primarily include the costs of theatrical “prints and advertising” (“P&A”) and of DVD/Blu-ray duplication and marketing. Theatrical P&A includes the costs of the theatrical prints delivered to theatrical exhibitors and the advertising and marketing cost associated with the theatrical release of the picture. DVD/Blu-ray duplication represents the cost of the DVD/Blu-ray product and the manufacturing costs associated with creating the physical products. DVD/Blu-ray marketing costs represent the cost of advertising the product at or near the time of its release or special promotional advertising. Marketing costs for Media Networks includes advertising, consumer marketing, distributor marketing support and other marketing costs. In addition, distribution and marketing costs includes our Media Networks segment operating costs for transponder expenses and maintenance and repairs.
General and administration expenses include salaries and other overhead.


CRITICAL ACCOUNTING POLICIES
The preparation of our financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The application of the following accounting policies, which are important to our financial position and results of operations, requires significant judgments and estimates on the part of management. As described more fully below, these estimates bear the risk of change due to the inherent uncertainty attached to the estimate. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. For example, accounting for films and television programs requires us to estimate future revenue and expense amounts which, due to the inherent uncertainties involved in making such estimates, are likely to differ to some extent from actual results. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. For a summary of all of our accounting policies, including the accounting policies discussed below, see Note 2 to our audited consolidated financial statements in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on May 25, 2017.
Accounting for Films and Television Programs and Program Rights. We capitalize costs of production and acquisition, including financing costs and production overhead, to investment in films and television programs. These costs for an individual film or television program are amortized and participation and residual costs are accrued to direct operating expenses in the proportion that current year’s revenues bear to management’s estimates of the ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of such film or television program. Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release of the motion picture. For an episodic television series, the period over which ultimate revenues are estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. For previously released film or television programs acquired as part of a library, ultimate revenue includes estimates over a period not to exceed twenty years from the date of acquisition.
Due to the inherent uncertainties involved in making such estimates of ultimate revenues and expenses, these estimates have differed in the past from actual results and are likely to differ to some extent in the future from actual results. In addition, in the normal course of our business, some films and titles are more successful or less successful than anticipated. Management regularly reviews and revises when necessary its ultimate revenue and cost estimates, which may result in a change in the rate of amortization of film costs and participations and residuals and/or write-down of all or a portion of the unamortized costs of the film or television program to its estimated fair value. Management estimates the ultimate revenue based on experience with similar titles or title genre, the general public appeal of the cast, actual performance (when available) at the box office or in markets currently being exploited, and other factors such as the quality and acceptance of motion pictures or programs that our competitors release into the marketplace at or near the same time, critical reviews, general economic conditions and other tangible and intangible factors, many of which we do not control and which may change.
An increase in the estimate of ultimate revenue will generally result in a lower amortization rate and, therefore, less film and television program amortization expense, while a decrease in the estimate of ultimate revenue will generally result in a higher amortization rate and, therefore, higher film and television program amortization expense, and also periodically results in an impairment requiring a write-down of the film cost to the title’s fair value. These write-downs are included in amortization expense within direct operating expenses in our consolidated statements of operations. Investment in films and television programs is stated at the lower of amortized cost or estimated fair value. The valuation of investment in films and

46

television programs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value of a film or television program is less than its unamortized cost. In determining the fair value of our films and television programs, we employ a discounted cash flows ("DCF") methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a film's ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF analysis is based on our weighted average cost of capital plus a risk premium representing the risk associated with producing a particular film or television program. The fair value of any film costs associated with a film or television program that we plan to abandon is zero. As the primary determination of fair value is determined using a DCF model, the resulting fair value is considered a Level 3 measurement (as defined in Note 8 to our unaudited condensed consolidated financial statements). Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the film or television program. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films and television programs may be required as a consequence of changes in our future revenue estimates.
Program rights for films and television programs (including original series) exhibited by the Media Networks segment are generally amortized on a title-by-title or episode-by-episode basis over the anticipated number of exhibitions or license period. We estimate the number of exhibitions based on the number of exhibitions allowed in the agreement and the expected usage of the content. Certain other program rights are amortized to expense on a straight-line basis over the respective lives of the agreements. Programming rights may include rights to more than one exploitation windows under its output and library agreements. For films with multiple windows, the license fee is allocated between the windows based upon the proportionate estimated fair value of each window which generally results in the majority of the cost allocated to the first window on newer releases. Programming costs vary due to the number of airings and cost of our original series, the number of films licensed and the cost per film paid under our output and library programming agreements.
The cost of the Media Networks segment original content is allocated between the pay television market and the ancillary revenue markets (e.g., home video, digital platforms, international television, etc.) based on the estimated relative fair values of these markets. The amount associated with the pay television market is reclassified to program rights when the program is aired and the portion attributable to the ancillary markets remains in investment in films and television programs. Costs allocated to the pay television market are amortized to expense over the anticipated number of exhibitions for each original series while costs associated with the ancillary revenue markets are amortized to expense based on the proportion that current revenue from the original series bears to its ultimate revenue. Estimates of fair value for the pay television and ancillary markets involve uncertainty as well as estimates of ultimate revenue. All the costs of programming produced by the Media Networks segment are classified as long term. Amounts included in program rights, other than internally produced programming, that are expected to be amortized within a year from the balance sheet date are classified as short-term.

Changes in management’s estimate of the anticipated exhibitions of films and original series on our networks and the estimate of ultimate revenue could result in the earlier recognition of our programming costs than anticipated. Conversely, scheduled exhibitions may not capture the appropriate usage of the program rights in current periods which would lead to the write-off of additional program rights in future periods and may have a significant impact on our future results of operations and our financial position.
Revenue Recognition. Revenue from the theatrical release of feature films is recognized at the time of exhibition based on our participation in box office receipts. Revenue from the sale of DVDs and Blu-ray discs in the retail market, net of an allowance for estimated returns and other allowances, is recognized on the later of receipt by the customer or “street date” (when it is available for sale by the customer). Under revenue sharing arrangements, including digital and EST arrangements, such as download-to-own, download-to-rent, video-on-demand, and subscription video-on-demand, revenue is recognized when we are entitled to receipts and such receipts are determinable. Revenues from television or digital licensing for fixed fees are recognized when the feature film or television program is available to the licensee for telecast. For television licenses that include separate availability “windows” during the license period, revenue is allocated to the “windows” of availability in the arrangement. Revenue from sales to international territories are recognized when access to the feature film or television program has been granted or delivery has occurred, as required under the contract, and the right to exploit the feature film or television program has commenced. For multiple media rights contracts with a fee for a single film or television program where the contract provides for media holdbacks (defined as contractual media release restrictions), the fee is allocated to the various media based on our assessment of the relative fair value of the rights to exploit each media and is recognized as each holdback is released. For multiple-title contracts with a fee, the fee is allocated on a title-by-title basis, based on our assessment of the relative fair value of each title.
Programming revenue is recognized in the period during which programming is provided, pursuant to affiliation agreements. If an affiliation agreement has expired, revenue is recognized based on the terms of the expired agreement or the actual payment from the distributor, whichever is less. Payments to distributors for marketing support costs for which Starz does not receive a direct benefit are recorded as a reduction of revenue.

47

The primary estimate involving revenue recognition is the estimate of sales returns associated with our revenue from the sale of DVD’s/Blu-ray discs in the retail market, which is discussed separately below under the caption “Sales Returns Allowance.”
Sales Returns Allowance. Revenues are recorded net of estimated returns and other allowances. We estimate reserves for DVD/Blu-ray returns based on previous returns experience, point-of-sale data available from certain retailers, current economic trends, and projected future sales of the title to the consumer based on the actual performance of similar titles on a title-by-title basis in each of the DVD/Blu-ray businesses. Factors affecting actual returns include, among other factors, limited retail shelf space at various times of the year, success of advertising or other sales promotions, and the near term release of competing titles. We believe that our estimates have been materially accurate in the past; however, due to the judgment involved in establishing reserves, we may have adjustments to our historical estimates in the future. Our estimate of future returns affects reported revenue and operating income. If we underestimate the impact of future returns in a particular period, then we may record less revenue in later periods when returns exceed the estimated amounts. If we overestimate the impact of future returns in a particular period, then we may record additional revenue in later periods when returns are less than estimated. An incremental change of 1% in our estimated sales returns rate (i.e., provisions for returns divided by gross sales of related product) for home entertainment products would have had an impact of approximately $1.8 million on our total revenue in the three months ended June 30, 2017 (2016 - $1.1 million).
Provisions for Accounts Receivable. We estimate provisions for accounts receivable based on historical experience and relevant facts and information regarding the collectability of the accounts receivable. In performing this evaluation, significant judgments and estimates are involved, including an analysis of specific risks on a customer-by-customer basis for our larger customers and an analysis of the length of time receivables have been past due. The financial condition of a given customer and its ability to pay may change over time or could be better or worse than anticipated and could result in an increase or decrease to our allowance for doubtful accounts, which is recorded in other direct operating expenses.
Income Taxes. We are subject to federal and state income taxes in the U.S., and in several foreign jurisdictions. We record deferred tax assets related to net operating loss carryforwards and certain temporary differences, net of applicable reserves in these jurisdictions. We recognize a future tax benefit to the extent that realization of such benefit is more likely than not on a jurisdiction by jurisdiction basis; otherwise a valuation allowance is applied. In order to realize the benefit of our deferred tax assets, we will need to generate sufficient taxable income in the future in each of the jurisdictions which have these deferred tax assets. However, the assessment as to whether there will be sufficient taxable income in a jurisdiction to realize our net deferred tax assets in that jurisdiction is an estimate which could change in the future depending primarily upon the actual performance of our Company. We will be required to continually evaluate the more likely than not assessment that our net deferred tax assets will be realized, and if operating results deteriorate in a particular jurisdiction, we may need to record a valuation allowance for all or a portion of our deferred tax assets through a charge to our income tax provision.

Our quarterly income tax provision (benefit) and our corresponding annual effective tax rate are based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate. For interim financial reporting, except in circumstances as described in the following paragraph, we estimate the annual effective tax rate based on projected taxable income for the full year and record a quarterly tax provision in accordance with the expected annual effective tax rate. As the year progresses, we refine the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to our expected annual effective tax rate for the year. When this occurs, we adjust our income tax provision during the quarter in which the change in estimate occurs so that the year-to-date income tax provision reflects the expected annual effective tax rate. Significant judgment is required in determining our annual effective tax rate and in evaluating our tax positions.
 
When a small change in our estimated pretax results would create a large change in our expected annual effective rate such that a reliable estimate of the expected annual effective tax rate cannot be made, as was the case for the quarters ended June 30, 2017 and 2016, we calculate the income tax provision (benefit) using the cut-off method.
Our effective tax rates differ from the federal statutory rate and are affected by many factors, including the overall level of pre-tax income, mix of our pre-tax income generated across the various jurisdictions in which we operate, changes in tax laws and regulations in those jurisdictions, changes in valuation allowances on our deferred tax assets, tax planning strategies available to us and other discrete items.
Goodwill. Goodwill is reviewed for impairment each fiscal year or between the annual tests if an event occurs or circumstances change that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. We perform our annual impairment test as of January 1 in each fiscal year. We performed our last annual impairment test on our goodwill as of January 1, 2017 by comparing the fair value of each reporting unit to its carrying amount to determine if there was a potential goodwill impairment. Based on our qualitative assessments, including but not limited to, the results of our most

48

recent quantitative impairment test, consideration of macroeconomic conditions, industry and market conditions, cash flows, and changes in our share price, we concluded that it was more likely than not that the fair value of our reporting units was greater than their carrying value.
Consolidation. We consolidate entities in which we own more than 50% of the voting common stock and control operations and also variable interest entities for which we are the primary beneficiary. Investments in nonconsolidated affiliates in which we own more than 20% of the voting common stock or otherwise exercise significant influence over operating and financial policies, but not control of the nonconsolidated affiliate, are accounted for using the equity method of accounting. Investments in nonconsolidated affiliates in which we own less than 20% of the voting common stock are accounted for using the cost method of accounting.

Business Combinations. We account for our business combinations under the acquisition method of accounting. Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Determining the fair value of assets acquired, liabilities assumed and noncontrolling interest requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates and asset lives among other items.

Recent Accounting Pronouncements

See Note 1 to the accompanying unaudited condensed consolidated financial statements for a discussion of recent accounting guidance.

49

RESULTS OF OPERATIONS

Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016

Consolidated Results of Operations
The following table sets forth our consolidated results of operations for the three months ended June 30, 2017 and 2016. Due to the Starz Merger, the three months ended June 30, 2017 includes the results of operations from Starz (see Note 2 to our unaudited condensed consolidated financial statements for further details). Revenue from Starz was $420.9 million for the three months ended June 30, 2017.
Following the Starz Merger, the Company reorganized our segment structure and now manages and reports its operating results through three reportable business segments: Motion Pictures, Television Production and Media Networks. As a result, the Company has presented prior period segment data in a manner that conforms to the current period presentation.
 
Three Months Ended
 
 
 
June 30,
 
Increase (Decrease)
 
2017
 
2016
 
Amount
 
Percent
 
(Amounts in millions)
Revenues
 
 
 
 
 
 
 
Motion Pictures
$
472.4

 
$
362.2

 
$
110.2

 
30.4
 %
Television Production
156.6

 
191.1

 
(34.5
)
 
(18.1
)%
Media Networks(1)
390.5

 
0.3

 
390.2

 
nm

Intersegment eliminations
(14.2
)
 
—

 
(14.2
)
 
nm

Total revenues
1,005.3

 
553.6

 
451.7

 
81.6
 %
Expenses:
 
 
 
 
 
 
 
Direct operating
554.9

 
366.3

 
188.6

 
51.5
 %
Distribution and marketing
198.1

 
125.0

 
73.1

 
58.5
 %
General and administration
111.7

 
71.0

 
40.7

 
57.3
 %
Depreciation and amortization
40.0

 
5.6

 
34.4

 
nm

Restructuring and other
10.9

 
7.7

 
3.2

 
41.6
 %
Total expenses
915.6

 
575.6

 
340.0

 
59.1
 %
Operating income (loss)
89.7

 
(22.0
)
 
111.7

 
nm

Other expenses (income):
 
 
 
 
 
 
 
Interest expense
52.3

 
15.2

 
37.1

 
244.1
 %
Interest and other income
(2.8
)
 
(0.9
)
 
(1.9
)
 
211.1
 %
Loss on extinguishment of debt
11.6

 
—

 
11.6

 
nm

Total other expenses, net
61.1

 
14.3

 
46.8

 
nm

Income (loss) before equity interests and income taxes
28.6

 
(36.3
)
 
64.9

 
nm

Equity interests income (loss)
(8.3
)
 
10.8

 
(19.1
)
 
(176.9
)%
Gain on sale of equity interest in EPIX
201.0

 
—

 
201.0

 
nm

Income (loss) before income taxes
221.3

 
(25.5
)
 
246.8

 
nm

Income tax provision (benefit)
46.8

 
(26.3
)
 
73.1

 
nm

Net income
174.5

 
0.8

 
173.7

 
nm

Less: Net (income) loss attributable to noncontrolling interest
(0.7
)
 
0.5

 
(1.2
)
 
(240.0
)%
Net income attributable to Lions Gate Entertainment Corp. shareholders
$
173.8

 
$
1.3

 
$
172.5

 
nm

 
 
 
 
 
 
 
 
_____________________
nm - Percentage not meaningful

50

(1)
Media Networks was not previously a reportable segment; however, as discussed above in the "Overview" section under the caption "Segment Structure", in connection with the reorganization of our segment structure following the Starz Merger, the Company moved its start-up direct to consumer SVOD platforms under the Media Networks segment. Amounts in the three months ended June 30, 2016 represent the Company's start-up direct to consumer SVOD platforms, which are now presented within the Media Networks segment, in order to conform to the current period presentation.

Revenues. Consolidated revenues increased in the three months ended June 30, 2017, due to the inclusion of revenue from the Starz Merger, an increase in Motion Pictures revenues, offset partially by a decrease in Television Production revenues driven by lower domestic television revenue as a result of fewer television episodes delivered in the current quarter. The Media Networks and Motion Pictures revenues in the three months ended June 30, 2017 include $389.1 million and $31.8 million, respectively, of revenues from the Starz Merger.
The increase in Motion Pictures revenue was primarily due to higher home entertainment revenues driven by the performance of our feature films in the current quarter, which included the home entertainment releases of La La Land and John Wick: Chapter 2, as compared to the prior year's quarter, and a significant contribution of home entertainment revenue from the Starz Merger.
A significant component of revenue comes from home entertainment. The following table sets forth total home entertainment revenue for our reporting segments for the three months ended June 30, 2017 and 2016:
 
Three Months Ended
 
 
 
 
 
June 30,
 
Increase (Decrease)
 
2017
 
2016
 
Amount
 
Percent
 
 
 
(Amounts in millions)
 
 
Home Entertainment Revenue
 
 
 
 
 
 
 
Motion Pictures
$
234.0

 
$
143.2

 
$
90.8

 
63.4
 %
Television Production
3.6

 
6.8

 
(3.2
)
 
(47.1
)%
Media Networks
40.0

 
0.3

 
39.7

 
nm

 
$
277.6

 
$
150.3

 
$
127.3

 
84.7
 %
_____________________
nm - Percentage not meaningful

Direct Operating Expenses. Direct operating expenses by segment were as follows for the three months ended June 30, 2017 and 2016:
 
Three Months Ended
 
 
 
June 30,
 
 
 
2017
 
2016
 
Increase (Decrease)
 
Amount
 
% of Segment Revenues
 
Amount
 
% of Segment Revenues
 
Amount
 
Percent
 
(Amounts in millions)
 
 
Direct operating expenses
 
 
 
 
 
 
 
 
 
 
 
Motion Pictures
$
253.1

 
53.6
%
 
$
190.5

 
52.6
%
 
$
62.6

 
32.9
 %
Television Production
128.2

 
81.9

 
166.8

 
87.3

 
(38.6
)
 
(23.1
)%
Media Networks(1)
162.8

 
41.7

 
4.7

 
nm

 
158.1

 
nm

Other
16.1

 
nm

 
4.3

 
nm

 
11.8

 
274.4
 %
Intersegment eliminations
(5.3
)
 
nm

 
—

 
—

 
(5.3
)
 
nm

 
$
554.9

 
55.2
%
 
$
366.3

 
66.2
%
 
$
188.6

 
51.5
 %
_______________________
nm - Percentage not meaningful.

51

(1)
Media Networks was not previously a reportable segment; however, as discussed above in the "Overview" section under the caption "Segment Structure", in connection with the reorganization of our segment structure following the Starz Merger, the Company moved its start-up direct to consumer SVOD platforms under the Media Networks segment. Amounts in the three months ended June 30, 2016 represent the Company's start-up direct to consumer SVOD platforms, which are now presented within the Media Networks segment, in order to conform to the current period presentation.

Direct operating expenses increased in the three months ended June 30, 2017, primarily due to the inclusion of expenses from the Starz Merger, and increased Motion Pictures revenue, offset partially by lower Television Production revenue. See further discussion in the Segment Results of Operations section below.
Other primarily consists of the amortization of the non-cash fair value adjustments on film and television assets associated with the application of purchase accounting related to the acquisition of Starz and Pilgrim Media Group and to a lesser extent, share-based compensation associated with certain employees whose salaries are included in the Media Networks direct operating expense.
Distribution and Marketing Expenses. Distribution and marketing expenses by segment were as follows for the three months ended June 30, 2017 and 2016:
 
Three Months Ended
 
 
 
June 30,
 
Increase (Decrease)
 
2017
 
2016
 
Amount
 
Percent
 
(Amounts in millions)
 
 
Distribution and marketing expenses
 
 
 
 
 
 
 
Motion Pictures
$
105.5

 
$
115.4

 
$
(9.9
)
 
(8.6
)%
Television Production
6.7

 
7.2

 
(0.5
)
 
(6.9
)%
Media Networks(1)
92.6

 
2.4

 
90.2

 
nm

Other
0.2

 
—

 
0.2

 
nm

Intersegment eliminations
(6.9
)
 
—

 
(6.9
)
 
nm

 
$
198.1

 
$
125.0

 
$
73.1

 
58.5
 %
 
 
 
 
 
 
 
 
U.S. theatrical P&A expense included in Motion Pictures distribution and marketing expense
$
37.9

 
$
72.0

 
$
(34.1
)
 
(47.4
)%
_______________________
nm - Percentage not meaningful.
(1)
Media Networks was not previously a reportable segment; however, as discussed above in the "Overview" section under the caption "Segment Structure", in connection with the reorganization of our segment structure following the Starz Merger, the Company moved its start-up direct to consumer SVOD platforms under the Media Networks segment. Amounts in the three months ended June 30, 2016 represent the Company's start-up direct to consumer SVOD platforms, which are now presented within the Media Networks segment, in order to conform to the current period presentation.
Distribution and Marketing expenses increased in the three months ended June 30, 2017 due to increased Media Networks distribution and marketing expenses primarily from the Starz Merger, which included a significant amount of Starz Networks' advertising and marketing costs in the current quarter as a result of the original series premiering on STARZ in the current quarter, offset slightly by decreased Motion Pictures theatrical P&A expenses. See further discussion in the Segment Results of Operations section below.
Other consists of the share-based compensation associated with certain employees whose salaries are included in the Media Networks distribution and marketing expense.
General and Administrative Expenses. General and administrative expenses by segment were as follows for the three months ended June 30, 2017 and 2016:


52

 
Three Months Ended
 
 
 
 
 
June 30,
 
Increase (Decrease)
 
2017
 
% of Revenues
 
2016
 
% of Revenues
 
Amount
 
Percent
 
(Amounts in millions)
General and administrative expenses
 
 
 
 
 
 
 
 
 
 
 
Motion Pictures
$
26.9

 
 
 
$
24.5

 
 
 
$
2.4

 
9.8
 %
Television Production
9.1

 
 
 
7.5

 
 
 
1.6

 
21.3
 %
Media Networks(1)
25.6

 
 
 
2.7

 
 
 
22.9

 
nm

Corporate
25.5

 
 
 
21.3

 
 
 
4.2

 
19.7
 %
 
87.1

 
8.7%
 
56.0

 
10.1%
 
31.1

 
55.5
 %
Share-based compensation expense
23.4

 
 
 
13.7

 
 
 
9.7

 
70.8
 %
Purchase accounting and related adjustments
1.2

 
 
 
1.3

 
 
 
(0.1
)
 
(7.7
)%
Total general and administrative expenses
$
111.7

 
11.1%
 
$
71.0

 
12.8%
 
$
40.7

 
57.3
 %
_______________________
nm - Percentage not meaningful.
(1)
Media Networks was not previously a reportable segment; however, as discussed above in the "Overview" section under the caption "Segment Structure", in connection with the reorganization of our segment structure following the Starz Merger, the Company moved its start-up direct to consumer SVOD platforms under the Media Networks segment. Amounts in the three months ended June 30, 2016 represent the Company's start-up direct to consumer SVOD platforms, which are now presented within the Media Networks segment, in order to conform to the current period presentation.
General and administrative expenses increased in the three months ended June 30, 2017, resulting from the inclusion of general and administration expense from the acquisition of Starz in the Media Networks segment, higher share-based compensation expense, corporate general and administrative expenses, and slightly increased Motion Pictures and Television Production general and administrative expense. See further discussion in the Segment Results of Operations section below.
Corporate general and administrative expenses increased primarily due to increases in salaries and related expenses and professional fees.
Share-based compensation expense represents the portion of share-based compensation expense included in general and administrative expenses that is not allocated to segment or corporate general and administrative expense. The increase in share-based compensation expense included in general and administrative expense is primarily due to compensation expense associated with the replacement of Starz share-based payment awards (see Note 2 to our unaudited condensed consolidated financial statements). The following table reconciles this amount to total share-based compensation expense:
 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Share-based compensation expense by expense category
 
 
 
Other general and administrative expense
$
23.4

 
$
13.7

Segment and corporate general and administrative expense(1)
—

 
8.5

Direct operating expense
0.2

 
—

Distribution and marketing expense
0.2

 
—

Total share-based compensation expense
$
23.8

 
$
22.2

(1)Represents immediately vested stock awards granted as part of our annual bonus program issued in lieu of cash bonuses, which is, when granted, included in segment or corporate general and administrative expenses.




53

Purchase accounting and related adjustments represent the charge for the accretion of the noncontrolling interest discount related to Pilgrim Media Group that is included in general and administrative expense (see Note 12 to our audited consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on May 25, 2017 for further information).
Depreciation and Amortization Expense. Depreciation and amortization of $40.0 million for the three months ended June 30, 2017 increased $34.4 million from $5.6 million in the three months ended June 30, 2016. The increase is primarily due to the depreciation and amortization associated with the property and equipment and intangible assets related to the Starz acquisition.
Restructuring and Other. Restructuring and other increased $3.2 million, and includes restructuring and severance costs, certain transaction related costs, and certain unusual items, when applicable and were as follows for the three months ended June 30, 2017 and 2016 (see Note 13 to our unaudited condensed consolidated financial statements):
 
Three Months Ended
 
 
 
June 30,
 
Increase (Decrease)
 
2017
 
2016
 
Amount
 
Percent
 
(Amounts in millions)
 
 
Restructuring and other:
 
 
 
 
 
 
 
Severance(1)
$
1.0

 
$
—

 
$
1.0

 
nm

Transaction related costs(2)
6.9

 
6.7

 
0.2

 
3.0
%
Litigation and other
3.0

 
1.0

 
2.0

 
200.0
%
 
$
10.9

 
$
7.7

 
$
3.2

 
41.6
%
_______________________
nm - Percentage not meaningful.
(1)
Severance costs were primarily related to workforce reductions for redundancies in connection with the Starz Merger.
(2)
Transaction related costs in the three months ended June 30, 2017 consist of certain bonuses related to the sale of the Company's equity interest in EPIX (see Note 4 to our unaudited condensed consolidated financial statements) and costs associated with the integration of Starz. Transaction related costs in the three months ended June 30, 2016 represented primarily legal and professional fees, and other transaction related costs associated with the Starz Merger.
(3)
Litigation and other in the three months ended June 30, 2017 primarily consists of litigation expenses incurred in connection with the class action lawsuits related to the Starz Merger (see Note 15 to our unaudited condensed consolidated financial statements).
Other Expenses (Income). Interest expense of $52.3 million in the three months ended June 30, 2017 increased $37.1 million from the three months ended June 30, 2016. The following table sets forth the components of interest expense for the three months ended June 30, 2017 and 2016:
 

54

 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Interest Expense
 
 
 
Cash Based:
 
 
 
Revolving credit facilities
$
1.6

 
$
2.9

Term Loan A
8.3

 
—

Term Loan B
14.7

 
—

5.875% Senior Notes
7.6

 
—

Convertible senior subordinated notes
0.2

 
0.6

5.25% Senior Notes
—

 
3.0

Term Loan Due 2022
—

 
5.0

Other
2.2

 
1.4

 
34.6

 
12.9

Interest on dissenters' liability(1)
13.3

 
—

Non-Cash Based:
 
 
 
Discount and financing costs amortization
4.4

 
2.3

 
$
52.3

 
$
15.2

 ______________________
(1)
Interest on dissenters' liability represents interest accrued in connection with the dissenting shareholders' liability associated with the Starz Merger. See Note 2 to our unaudited condensed consolidated financial statements.
Interest and other income was $2.8 million in the three months ended June 30, 2017, compared to $0.9 million in the three months ended June 30, 2016.
Loss on extinguishment of debt was $11.6 million in the three months ended June 30, 2017, related to the write-off of deferred financing costs associated with the prepayment of $420.0 million in principal amount of the Term Loan B (see Note 6 to our unaudited condensed consolidated financial statements), compared to none in the three months ended June 30, 2016.
The following table represents our portion of the income or (loss) of our equity method investees based on our percentage ownership for the three months ended June 30, 2017 and 2016:
 
 
June 30, 2017
 
Three Months Ended
 
 
June 30,
 
Ownership Percentage
 
2017
 
2016
 
 
 
(Amounts in millions)
EPIX(1)(2)
n/a(1)
 
$
4.0

 
$
11.0

Pop(1)
50.0%
 
(3.0
)
 
0.3

Other
Various
 
(9.3
)
 
(0.5
)
 
 
 
$
(8.3
)
 
$
10.8

 ______________________
(1)
In May 2017, we sold all of our 31.15% equity interest in EPIX to MGM (see Note 4 to our unaudited condensed consolidated financial statements and below).
(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 4 to our unaudited condensed consolidated financial statements).
Gain on sale of equity interest in EPIX in the three months ended June 30, 2017 of $201.0 million represents the gain recorded in connection with the May 11, 2017 sale of our 31.15% equity interest in EPIX to MGM, based on the carrying value of the Company’s interest in EPIX as of the date of closing and transaction expenses (see Note 4 to our unaudited condensed consolidated financial statements). There was no comparable gain in the three months ended June 30, 2016.

55


Income Tax Provision (Benefit). We had an income tax provision of $46.8 million in the three months ended June 30, 2017, compared to a benefit of $26.3 million in the three months ended June 30, 2016. The increase in our income tax provision in the three months ended June 30, 2017 as compared to the income tax benefit in the three months ended June 30, 2016 is driven by higher pre-tax income primarily related to the gain on the sale of our interest in EPIX, a change in the mix of pre-tax income (loss) generated across the various jurisdictions in which we operate and reflects the impact of the implementation of certain business and financing strategies. This includes a favorable permanent book-tax difference in our Canadian jurisdiction for certain foreign affiliate dividends. Canadian tax law permits such dividends to be received without being subject to tax. Due to the expected mix by jurisdiction of pre-tax income for the remainder of the fiscal year, the Company currently expects to record a tax benefit for the annual period.

In the quarters ended June 30, 2017 and 2016, the Company determined that a small change in its estimated pretax results for the years ending March 31, 2018 and 2017, respectively, would create a large change in its expected annual effective rate. Accordingly, it was determined that a reliable estimate of the expected annual effective tax rate could not be made. As a result, the Company computed its tax provision using the cut-off method, which reflects the actual taxes attributable to year-to-date earnings. The Company's income tax provision (benefit) differs from the federal statutory rate multiplied by pre-tax income (loss) due to the mix of the Company's pre-tax income (loss) generated across the various jurisdictions in which the Company operates in addition to the tax deductions generated by the Company's capital structure.

We expect that with the utilization of our net operating loss carryforwards and other tax attributes, our cash tax requirements will not increase significantly in fiscal 2018 as compared to fiscal 2017.

Net Income Attributable to Lions Gate Entertainment Corp. Shareholders. Net income attributable to our shareholders for the three months ended June 30, 2017 was $173.8 million, or basic net income per common share of $0.84 on 206.8 million weighted average common shares outstanding and diluted net income per common share of $0.80 on 217.9 million weighted average common shares outstanding. This compares to net income attributable to our shareholders for the three months ended June 30, 2016 of $1.3 million, or basic net income per common share of $0.01 on 147.2 million weighted average common shares outstanding and diluted net income per common share of $0.01 on 149.6 million weighted average common shares outstanding.

Segment Results of Operations
Following the Starz Merger, beginning in the quarter ended December 31, 2016, the Company has revised what it will include and exclude from segment profit (loss), the primary measure used by management to evaluate segment performance. Segment profit (loss) continues to be defined as gross contribution (segment revenues, less segment direct operating and distribution and marketing expense) less segment general and administration expenses. However, segment direct operating expenses, distribution and marketing expenses and general and administrative expenses will exclude share-based compensation, other than annual bonuses granted in stock, and will include annual bonuses paid in cash. All share-based compensation was previously excluded from segment profit, and annual bonuses were previously included in corporate general and administrative expenses. In addition, segment profit will no longer exclude start-up costs of direct to consumer streaming services on SVOD platforms, non-cash imputed interest charge, and backstopped prints and advertising ("P&A") expense. Segment profit will continue to exclude purchase accounting and related adjustments. As a result of the changes to the segments and definition of segment profit, the Company has presented prior period segment data in a manner that conforms to the current period presentation.
The segment results of operations presented below do not include the elimination of intersegment transactions which are eliminated when presenting consolidated results, and exclude items separately identified in the restructuring and other line item in the consolidated statement of income.


56

Motion Pictures
The table below sets forth Motion Pictures gross contribution and segment profit for the three months ended June 30, 2017 and 2016:

 
Three Months Ended
 
 
 
June 30,
 
Increase (Decrease)
 
2017
 
2016
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Motion Pictures Segment:
 
 
 
 
 
 
 
Revenue
$
472.4

 
$
362.2

 
$
110.2

 
30.4
 %
Expenses:
 
 
 
 
 
 
 
Direct operating expense
253.1

 
190.5

 
62.6

 
32.9
 %
Distribution & marketing expense
105.5

 
115.4

 
(9.9
)
 
(8.6
)%
Gross contribution
113.8

 
56.3

 
57.5

 
102.1
 %
General and administrative expenses
26.9

 
24.5

 
2.4

 
9.8
 %
Segment profit
$
86.9

 
$
31.8

 
$
55.1

 
173.3
 %
 
 
 
 
 
 
 
 
U.S. theatrical P&A expense included in distribution and marketing expense
$
37.9

 
$
72.0

 
$
(34.1
)
 
(47.4
)%
 
 
 
 
 
 
 
 
Direct operating expense as a percentage of revenue
53.6%

 
52.6
%
 
 
 
 
 
 
 
 
 
 
 
 
Gross contribution as a percentage of revenue
24.1
%
 
15.5
%
 
 
 
 
Revenue. The table below sets forth Motion Pictures revenue by media and product category for the three months ended June 30, 2017 and 2016:
 
Three Months Ended June 30,
 
 
 
2017
 
2016
 
Total Increase (Decrease)
 
Feature Film(1)
 
All Other Product Categories(2)
 
Total
 
Feature Film(1)
 
All Other Product Categories(2)
 
Total
 
 
 
 
 
 
(Amounts in millions)
 
 
 
 
 
 
Motion Pictures Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Theatrical
$
35.2

 
$
15.6

 
$
50.8

 
$
43.9

 
$
3.3

 
$
47.2

 
$
3.6

Home Entertainment
 
 
 
 
 
 
 
 
 
 
 
 
 
Packaged Media
93.6

 
38.9

 
132.5

 
47.2

 
28.0

 
75.2

 
57.3

Digital Media(3)
57.4

 
44.1

 
101.5

 
51.2

 
16.8

 
68.0

 
33.5

Total Home Entertainment
151.0

 
83.0

 
234.0

 
98.4

 
44.8

 
143.2

 
90.8

Television
53.1

 
4.6

 
57.7

 
47.9

 
5.4

 
53.3

 
4.4

International
107.6

 
15.2

 
122.8

 
101.1

 
12.7

 
113.8

 
9.0

Other
5.8

 
1.3

 
7.1

 
3.1

 
1.6

 
4.7

 
2.4

 
$
352.7

 
$
119.7

 
$
472.4

 
$
294.4

 
$
67.8

 
$
362.2

 
$
110.2

____________________
(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)
All Other Product Categories: 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.

57

Theatrical revenue increased $3.6 million, or 7.6%, in the three months ended June 30, 2017 as compared to the three months ended June 30, 2016, primarily driven by the performances of our feature film, All Eyez on Me, and Pantelion Films' How to Be a Latin Lover in the current quarter, compared to the performance of Now You See Me 2 in the prior year's quarter.

Home entertainment revenue increased $90.8 million, or 63.4%, in the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. The increase was primarily driven by the performance of our Feature Film titles released on packaged media and digital media in the current quarter (John Wick: Chapter 2, La La Land, Power Rangers, and The Shack from our Fiscal 2017 Theatrical Slate) as compared to the prior year's quarter (Gods of Egypt, Dirty Grandpa, The Choice, and Norm of the North from our Fiscal 2016 Theatrical Slate). In addition, home entertainment revenue from product categories other than Feature Film increased $38.2 million, which included $29.9 million of home entertainment revenue from the Starz third party distribution business in the current quarter.
Television revenue increased $4.4 million, or 8.3%, in the three months ended June 30, 2017, as compared to the three months ended June 30, 2016 primarily due to higher revenue from our feature films.
International motion pictures revenue increased $9.0 million, or 7.9%, in the three months ended June 30, 2017, as compared to the three months ended June 30, 2016, primarily due to higher revenue from our larger Fiscal 2017 Theatrical Slate in the current quarter as compared to the revenue generated from our Fiscal 2016 Theatrical Slate in the prior year's quarter, offset partially by a significant contribution from Now You See Me 2 in the prior year's quarter.
Direct Operating Expense. The slight increase in direct operating expenses as a percentage of motion pictures revenue was primarily driven by the change in the mix of titles and product categories generating revenue in the current quarter as compared to the prior year's quarter. Included in direct operating expenses are investment in film write-downs of approximately $0.3 million in the three months ended June 30, 2017 and 2016, respectively.
Distribution and Marketing Expense. The primary component of Motion Pictures distribution and marketing expense is theatrical P&A. Theatrical P&A in the Motion Pictures segment in the three months ended June 30, 2017 decreased as compared to the three months ended June 30, 2016, primarily driven by lower P&A spending in the three months ended June 30, 2017 on fewer Feature Film theatrical releases, and to a lesser extent, lower P&A incurred in advance for films to be released in subsequent quarters. In the three months ended June 30, 2017, approximately $7.4 million of P&A was incurred in advance for films to be released in subsequent quarters, such as The Hitman's Bodyguard and American Assassin. In the three months ended June 30, 2016, approximately $16.7 million of P&A was incurred in advance for films to be released in subsequent quarters, such as Deepwater Horizon, Nerve, and Our Kind of Traitor.
Gross Contribution. Gross contribution of the Motion Pictures segment for the three months ended June 30, 2017 increased as compared to the three months ended June 30, 2016, primarily due to an increase in Motion Pictures revenue, and lower distribution and marketing expenses primarily driven by lower U.S. theatrical P&A as a percentage of Motion Pictures revenue associated with a fewer number of Feature Film releases in the quarter.
General and Administrative Expense. General and administrative expenses of the Motion Pictures segment increased $2.4 million, or 9.8%, primarily due to increases in salaries and related expenses and to a lesser extent, the general and administrative expenses from the Starz third party distribution business.

58

Television Production
The table below sets forth Television Production gross contribution and segment profit for the three months ended June 30, 2017 and 2016:
 
Three Months Ended
 
 
 
June 30,
 
Increase (Decrease)
 
2017
 
2016
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Television Production Segment:
 
 
 
 
 
 
 
Revenue
$
156.6

 
$
191.1

 
$
(34.5
)
 
(18.1
)%
Expenses:
 
 
 
 
 
 
 
Direct operating expense
128.2

 
166.8

 
(38.6
)
 
(23.1
)%
Distribution & marketing expense
6.7

 
7.2

 
(0.5
)
 
(6.9
)%
Gross contribution
21.7

 
17.1

 
4.6

 
26.9
 %
General and administrative expenses
9.1

 
7.5

 
1.6

 
21.3
 %
Segment profit
$
12.6

 
$
9.6

 
$
3.0

 
31.3
 %
 
 
 
 
 
 
 
 
Direct operating expense as a percentage of revenue
81.9
%
 
87.3
%
 
 
 
 
 
 
 
 
 
 
 
 
Gross contribution as a percentage of revenue
13.9
%
 
8.9
%
 
 
 
 
Revenue. The table below sets forth Television Production revenue and changes in revenue by media for the three months ended June 30, 2017 and 2016:

 
Three Months Ended
 
 
 
 
 
June 30,
 
Increase (Decrease)
 
2017
 
2016
Amount
 
Percent
Television Production
(Amounts in millions)
 
 
 
 
Domestic Television
$
128.2

 
$
153.0

 
$
(24.8
)
 
(16.2
)%
International
23.0

 
27.7

 
(4.7
)
 
(17.0
)%
Home Entertainment Revenue
 
 
 
 
 
 
 
Digital
2.7

 
3.6

 
(0.9
)
 
(25.0
)%
Packaged Media
0.9

 
3.2

 
(2.3
)
 
(71.9
)%
Total Home Entertainment Revenue
3.6

 
6.8

 
(3.2
)
 
(47.1
)%
Other
1.8

 
3.6

 
(1.8
)
 
(50.0
)%
 
$
156.6

 
$
191.1

 
$
(34.5
)
 
(18.1
)%
The primary component of Television Production revenue is domestic television revenue. Domestic television revenue decreased in the three months ended June 30, 2017, as compared to the three months ended June 30, 2016, primarily due to a decrease in television episodes delivered in the current quarter as compared to the prior year's quarter. Television episodes delivered in the prior year's quarter included episodes of Feed the Beast (Season 1), and Graves (Season 1), with no comparable deliveries of these series in the current quarter. This decrease was partially offset by an increase in intersegment revenues associated with the distribution in ancillary markets of Power and other Starz original series.
International revenue in the three months ended June 30, 2017 decreased $4.7 million, or 17.0% as compared to the three months ended June 30, 2016, primarily driven by revenue in the current quarter from Big Heads (Season 1), Nashville (Season 5), Dirty Dancing, and Orange Is the New Black (Season 5), compared to revenue in the prior year's quarter from Orange Is the New Black (Season 4) and Nashville (Season 4).
Direct Operating Expense. The decrease in direct operating expenses as a percentage of television production revenue is primarily due to the intersegment distribution fees associated with the distribution in ancillary markets of Starz original series, which have no corresponding cost in the Television Production segment. In addition, the decrease in direct operating expenses as a percentage of television production revenue was also impacted by the mix of titles generating revenue in the current quarter as compared to the prior year's quarter.

59

Gross Contribution. Gross contribution of the Television Production segment for the three months ended June 30, 2017 increased slightly as compared to the three months ended June 30, 2016 despite lower Television Production revenue, primarily due to lower direct operating expenses as a percentage of television production revenue.
General and Administrative Expense. General and administrative expenses of the Television Production segment increased $1.6 million, or 21.3%, primarily due to increases in salaries and related expenses.
Media Networks
The table below sets forth Media Networks gross contribution and segment profit for the three months ended June 30, 2017 and 2016. Media Networks was not previously a reportable segment prior to December 8, 2016. In the three months ended June 30, 2016, the results of operations in the Media Networks segment represented the Lionsgate direct to consumer streaming services on SVOD platforms that have been moved to the Media Networks segment.
 
Three Months Ended
 
June 30,
 
2017
 
2016
 
(Amounts in millions)
Media Networks Segment:
 
 
 
Revenue
$
390.5

 
$
0.3

Expenses:
 
 
 
Direct operating expense
162.8

 
4.7

Distribution & marketing expense
92.6

 
2.4

Gross contribution
135.1

 
(6.8
)
General and administrative expenses
25.6

 
2.7

Segment profit
$
109.5

 
$
(9.5
)
 
 
 
 
Direct operating expense as a percentage of revenue
41.7
%
 
nm

 
 
 
 
Gross contribution as a percentage of revenue
34.6
%
 
nm

_____________________
nm - Percentage not meaningful

The Media Networks segment includes Starz Networks, Content and Other and Streaming Services product lines. Content and Other consists of the licensing of the Media Networks' original series programming to SVOD services, international television networks, home entertainment and other ancillary markets. Streaming Services represents the Lionsgate legacy start-up direct to consumer streaming service initiatives on SVOD platforms which are now included in the Media Networks segment. The following table sets forth the Media Networks segment revenue and segment profit by product line:

 
Three Months Ended
 
 
 
June 30,
 
Increase (Decrease)
 
2017
 
2016
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Segment Revenue:
 
 
 
 
 
 
 
Starz Networks
$
343.2

 
$
—

 
$
343.2

 
nm

Content and Other
45.9

 
—

 
45.9

 
nm

Streaming Services
1.4

 
0.3

 
1.1

 
nm

 
$
390.5

 
$
0.3

 
$
390.2

 
nm

Segment Profit:
 
 
 
 
 
 
 
Starz Networks
$
94.8

 
$
—

 
$
94.8

 
nm

Content and Other
20.6

 
—

 
20.6

 
nm

Streaming Services
(5.9
)
 
(9.5
)
 
3.6

 
(38
)%
 
$
109.5

 
$
(9.5
)
 
$
119.0

 
nm

________________________
nm - Percentage not meaningful.

60


Streaming services segment profit includes general and administrative expense of $2.1 million and $2.7 million in the three months ended June 30, 2017 and 2016, respectively.

Revenue. The table below sets forth, for the periods presented, subscriptions to our STARZ network:
 
June 30,
 
June 30,
 
2017
 
2016(1)
 
(Amounts in millions)
Period End Subscriptions:
 
 
 
STARZ
24.1

 
24.2

______________________
(1)Represents STARZ subscriptions previously reported by Starz in its Form 10-Q for the quarter ended June 30, 2016.
Direct Operating and Distribution and Marketing Expenses. Starz Networks' direct operating and distribution and marketing expenses primarily represent programming cost amortization and advertising and marketing costs. The level of programing cost amortization and marketing costs and thus the gross contribution margin for the Media Networks segment can fluctuate from period to period depending on the number of new shows and particularly new original series premiering on the network during the period. Programming cost amortization and marketing costs generally increase in periods where new original series are premiering on STARZ. During the three months ended June 30, 2017, the following original series premiered on STARZ: The White Princess (premiere date of April 16, 2017), American Gods (Season 1) (premiere date of April 30, 2017), and Power (Season 4) (premiere date of June 25, 2017).
Gross Contribution. Gross contribution of the Media Networks segment for the three months ended June 30, 2017 was primarily from Starz Networks.
General and Administrative Expense. General and administrative expenses of the Media Networks segment in the three months ended June 30, 2017 of $25.6 million represent general and administrative expenses associated with Starz Networks, and Streaming Services.

61

Media Networks Supplemental Pro Forma Financial Information:
The following table sets forth the Media Networks segment profit on a pro forma basis as if the Starz Merger and our segment reorganization (see Note 14 to our unaudited condensed consolidated financial statements) occurred on April 1, 2016:
 
Three Months Ended
 
 
 
June 30,
 
Increase (Decrease)
 
2017
 
2016
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Media Networks Segment:
 
 
 
 
 
 
 
Revenue
$
390.5

 
$
357.6

 
$
32.9

 
9.2
 %
Expenses:
 
 
 
 
 
 
 
Direct operating expense
162.8

 
162.6

 
0.2

 
0.1
 %
Distribution & marketing expense
92.6

 
45.6

 
47.0

 
103.1
 %
Gross contribution
135.1

 
149.4

 
(14.3
)
 
(9.6
)%
General and administrative expenses
25.6

 
30.5

 
(4.9
)
 
(16.1
)%
Segment profit
$
109.5

 
$
118.9

 
$
(9.4
)
 
(7.9
)%
 
 
 
 
 
 
 
 
Direct operating expense as a percentage of revenue
41.7
%
 
45.5
%
 
 
 
 
 
 
 
 
 
 
 
 
Gross contribution as a percentage of revenue
34.6
%
 
41.8
%
 
 
 
 
NOTE: The pro forma amounts above were determined by combining the historical financial information of Lionsgate and Starz for each respective period, applying the new Lionsgate segment structure (see Note 14 to our unaudited condensed consolidated financial statements), and applying the acquisition related accounting. However, the effects of purchase accounting are not part of the definition of segment profit, and have been excluded accordingly. In addition, the pro forma information does not apply any operating costs synergies. The pro forma amounts above do not include the elimination of intersegment transactions which are eliminated on a consolidated basis, and exclude items separately identified in the restructuring and other line item in the consolidated statement of income. The amounts are presented for illustrative purposes and are not necessarily indicative of the combined financial results that might have been achieved for the periods had the acquisition taken place on April 1, 2016, nor are they indicative of the future combined results of Lionsgate and Starz.

The following table sets forth the Media Networks segment revenue and segment profit by product line on a pro forma basis:

 
Three Months Ended
 
 
 
June 30,
 
Increase (Decrease)
 
2017
 
2016
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Segment Revenue:
 
 
 
 
 
 
 
Starz Networks
$
343.2

 
$
343.1

 
$
0.1

 
—
 %
Content and Other
45.9

 
14.3

 
31.6

 
221.0
 %
Streaming Services
1.4

 
0.2

 
1.2

 
nm

 
$
390.5

 
$
357.6

 
$
32.9

 
9.2
 %
Segment Profit:
 
 
 
 
 
 
 
Starz Networks
$
94.8

 
$
127.6

 
$
(32.8
)
 
(25.7
)%
Content and Other
20.6

 
0.9

 
19.7

 
nm

Streaming Services(1)
(5.9
)
 
(9.6
)
 
3.7

 
(38.5
)%
 
$
109.5

 
$
118.9

 
$
(9.4
)
 
(7.9
)%
________________________
nm - Percentage not meaningful.
(1)
Streaming services segment profit includes general and administrative expense of $2.1 million and $2.7 million in the three months ended June 30, 2017 and 2016, respectively.


62

Revenue. The primary component of Media Networks revenue is Starz Networks revenue. On a pro forma basis, Starz Networks revenue represented 88% and 96% of Media Networks revenue for the three months ended June 30, 2017 and 2016, respectively. The increase in pro forma revenue was primarily due to higher revenue from Content and Other, driven by a significant contribution of revenues from a digital media licensing arrangement in the current quarter for the Starz Original Series, Power (Seasons 1 & 2).
The pro forma Starz Networks revenue was impacted by a $5.1 million increase due to higher effective rates primarily driven by OTT revenue growth, offset by a $5.0 million decrease due to lower average subscriptions related to video household losses at certain traditional distributors.
Direct Operating and Distribution and Marketing Expense. The slight increase in pro forma direct operating expense is primarily due to increased amortization expense for Content and Other associated with the increase in Content and Other revenue, mostly offset by lower costs for Starz Networks. The decrease in Starz Networks pro forma direct operating expense is primarily due to decreased programming cost amortization expense related to output licensing arrangements, partially offset by an increase in the number of Starz Originals airing during the three months ended June 30, 2017 as compared to the three months ended June 30, 2016.
The increase in pro forma distribution and marketing expense is primarily the result of an increase in Starz Networks' advertising and marketing costs due to higher costs from the greater number of Starz Original Series premiering in the current quarter as compared to the prior year's quarter, and increased spend associated with the STARZ app. During the three months ended June 30, 2017, the original series, The White Princess, American Gods (Season 1), and Power (Season 4), premiered on STARZ as compared to Outlander (Season 2) and The Girlfriend Experience in the prior year's quarter.
Gross Contribution. On a pro forma basis, gross contribution of the Media Networks segment for the three months ended June 30, 2017 was primarily from Starz Networks. The pro forma decrease in gross contribution is driven by lower gross contribution from Starz Networks, primarily due to higher distribution and marketing expenses as discussed above, partially offset by an increase in gross contribution from Content and Other driven by higher revenues and lower direct operating expense as a percentage of revenue.
General and Administrative Expense. Pro forma general and administrative expenses of the Media Networks segment in the three months ended June 30, 2017 decreased slightly due to lower Starz Networks general and administrative expenses primarily attributable to salaries and related expenses, and a slight decrease in costs associated with our start-up direct to consumer streaming services on SVOD platforms (Streaming Services). 



LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash
Our liquidity and capital resources have been provided principally through cash generated from operations, debt, and our production loans. Our debt at June 30, 2017 primarily consisted of our revolving credit facility, Term Loan A, Term Loan B, 5.875% senior notes and our convertible senior subordinated notes.
Our principal uses of cash in operations include the funding of film and television productions, film and programming rights acquisitions, and the distribution and marketing of films and television programs. We also use cash for debt service (i.e. principal and interest payments) requirements, equity or cost method investments, quarterly cash dividends, the purchase of common shares under our share repurchase program, capital expenditures, and acquisitions of businesses. The Company also has a redeemable noncontrolling interest balance of $95.0 million, which may require the use of cash in the event the holders of the noncontrolling interests require the Company to repurchase their interests.
We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Anticipated Cash Requirements. The nature of our business is such that significant initial expenditures are required to produce, acquire, distribute and market films and television programs, while revenues from these films and television programs are earned over an extended period of time after their completion or acquisition. We believe that cash flow from operations, cash on hand, revolving credit facility availability, tax-efficient financing, and available production financing will be adequate to meet known operational cash, and debt service (i.e. principal and interest payments) requirements for the foreseeable future,

63

including the funding of future film and television production, film and programming rights acquisitions and theatrical and video release schedules, and future equity or cost method investment funding requirements, and the purchase of common shares under our share repurchase program. We monitor our cash flow liquidity, availability, fixed charge coverage, capital base, film spending and leverage ratios with the long-term goal of maintaining our credit worthiness.
Our current financing strategy is to fund operations and to leverage investment in films and television programs through our cash flow from operations, our revolving credit facility, single-purpose production financing, government incentive programs, film funds, and distribution commitments. In addition, we may acquire businesses or assets, including individual films or libraries that are complementary to our business. Any such transaction could be financed through our cash flow from operations, credit facilities, equity or debt financing. If additional financing beyond our existing cash flows from operations and credit facilities cannot fund such transactions, there is no assurance that such financing will be available on terms acceptable to us. We may also dispose of businesses or assets, including individual films or libraries, and use the net proceeds from such dispositions to fund operations or such acquisitions, or to repay debt.
Share Repurchase Plan. On February 2, 2016, our Board of Directors authorized to increase our previously announced share repurchase plan from $300 million to $468 million. To date, approximately $283.2 million of our common shares have been purchased, leaving approximately $184.7 million of authorized potential purchases. The remaining $184.7 million of our common shares may be purchased from time to time at our discretion, including quantity, timing and price thereof, and will be subject to market conditions. Such purchases will be structured as permitted by securities laws and other legal requirements. We did not repurchase any shares during the three months ended June 30, 2017.
Dividends. The amount of dividends, if any, that we pay to our shareholders is determined by our Board of Directors, at its discretion, and is dependent on a number of factors, including our financial position, results of operations, cash flows, capital requirements and restrictions under our credit agreements, and shall be in compliance with applicable law.

Discussion of Operating, Investing, Financing Cash Flows
Cash and cash equivalents decreased by $164.5 million for the three months ended June 30, 2017 and increased by $11.8 million for the three months ended June 30, 2016, before foreign exchange effects on cash. Components of these changes are discussed below in more detail.
Operating Activities. Cash flows provided by operating activities for the three months ended June 30, 2017 and 2016 were as follows:
 
 
Three Months Ended
 
 
 
 
June 30,
 
 
 
 
2017
 
2016
 
Net Change
 
 
(Amounts in millions)
Operating income (loss)
 
$
89.7

 
$
(22.0
)
 
$
111.7

Amortization of films and television programs and program rights
 
393.6

 
292.4

 
101.2

Non-cash share-based compensation
 
22.7

 
21.7

 
1.0

Cash interest
 
(34.6
)
 
(12.9
)
 
(21.7
)
Current income tax provision
 
(1.7
)
 
(4.4
)
 
2.7

Other non-cash charges included in operating activities
 
43.7

 
7.8

 
35.9

Cash flows from operations before changes in operating assets and liabilities
 
513.4

 
282.6

 
230.8

 
 
 
 
 
 
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
Accounts receivable, net and other assets
 
101.3

 
146.7

 
(45.4
)
Investment in films and television programs and program rights
 
(289.1
)
 
(250.0
)
 
(39.1
)
Other changes in operating assets and liabilities
 
(256.0
)
 
(36.2
)
 
(219.8
)
Changes in operating assets and liabilities
 
(443.8
)
 
(139.5
)
 
(304.3
)
Net Cash Flows Provided By Operating Activities
 
$
69.6

 
$
143.1

 
$
(73.5
)
Cash flows provided by operating activities for the three months ended June 30, 2017 were $69.6 million compared to cash flows provided by operating activities of $143.1 million for the three months ended June 30, 2016. The decrease in cash provided by operating activities for the three months ended June 30, 2017 as compared to the three months ended June 30, 2016 is due to decreases from changes in other operating assets and liabilities primarily driven by decreases in accounts payable and

64

accrued liabilities and participations and residuals, lower decreases in accounts receivable and other assets, and increases in investment in films and television programs and program rights, partially offset by higher cash flows from operations before changes in operating assets and liabilities.
Investing Activities. Cash flows provided by (used in) investing activities for the three months ended June 30, 2017 and 2016 were as follows:
 
 
Three Months Ended
 
 
June 30,
 
 
2017
 
2016
 
 
(Amounts in millions)
Proceeds from the sale of equity method investee, net of transaction costs
 
$
393.7

 
$
—

Investment in equity method investees
 
(9.5
)
 
(4.2
)
Capital expenditures
 
(9.4
)
 
(2.9
)
Net Cash Flows Provided By (Used In) Investing Activities
 
$
374.8

 
$
(7.1
)
Cash provided by investing activities of $374.8 million for the three months ended June 30, 2017 compared to $7.1 million for the three months ended June 30, 2016, as reflected above. The change was primarily due to proceeds from the sale of our equity interest in EPIX in the three months ended June 30, 2017, compared to cash used for investments in equity method investees in the three months ended June 30, 2016 (see Note 4 to our unaudited condensed consolidated financial statements).
Financing Activities. Cash flows used in financing activities for the three months ended June 30, 2017 and 2016 were as follows:
 
 
Three Months Ended
 
 
June 30,
 
 
2017
 
2016
 
 
(Amounts in millions)
Debt - borrowings
 
$
115.0

 
$
185.0

Debt - repayments
 
(554.0
)
 
(121.0
)
Net proceeds from debt
 
(439.0
)
 
64.0

 
 
 
 
 
Production loans - borrowings
 
38.5

 
63.3

Production loans - repayments
 
(209.1
)
 
(222.7
)
Net proceeds from production loans
 
(170.6
)
 
(159.4
)
 
 
 
 
 
Other financing activities
 
0.7

 
(28.8
)
Net Cash Flows Used In Financing Activities
 
$
(608.9
)
 
$
(124.2
)
Cash flows used in financing activities of $608.9 million for the three months ended June 30, 2017 compared to cash flows used in financing activities of $124.2 million for the three months ended June 30, 2016. Cash flows used in financing activities for the three months ended June 30, 2017 primarily reflects cash used for debt repayments, including the early prepayment of $420.0 million in principal amount of the Term Loan B and required repayments on the Term Loan A and Term Loan B, and net production loan repayments of $170.6 million.
Cash flows provided by financing activities for the three months ended June 30, 2016 primarily reflects net production loan repayments of $159.4 million, and cash used for other financing activities, which includes dividend payments of $13.2 million and payments for tax withholding of $13.8 million required on equity awards, offset by net borrowings under our previous senior revolving credit facility of $64.0 million.

Debt
See Note 6 to our unaudited condensed consolidated financial statements for a discussion of our debt. The principal amounts of our debt outstanding, excluding film obligations and production loans, as of June 30, 2017 and March 31, 2017 were as follows:

65

 
Maturity Date
 
Principal Amounts Outstanding
 
 
June 30,
 
March 31,
 
 
2017
 
2017
 
 
 
(Amounts in millions)
Revolving credit facilities(1)
December 2021
 
$
—

 
$
—

Term Loan A(1)
December 2021
 
975.0

 
987.5

Term Loan B(1)
December 2023
 
1,175.0

 
1,600.0

5.875% Notes(2)
November 2024
 
520.0

 
520.0

Convertible senior subordinated notes(3)
April 2018
 
60.0

 
60.0

Capital lease obligations
Various
 
56.2

 
57.7

 
 
 
$
2,786.2

 
$
3,225.2

 ______________________
(1)
Senior Credit Facilities:
(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 $1.0 billion, and at June 30, 2017 there was $1.0 billion available, reduced by outstanding letters of credit, if any. There were no letters of credit outstanding at June 30, 2017. 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 Credit Agreement, on the total revolving credit facility of $1.0 billion less the amount drawn.
(ii)
Interest:
•
Revolving Credit Facility and Term Loan A: Initially bore interest at a rate per annum equal to LIBOR plus 2.5% (or an alternative base rate plus 1.50%). The margin is subject to reductions of up to 50 basis points (two reductions of 25 basis points each) upon achievement of certain net first lien leverage ratios, as defined in the Credit Agreement. The margin as of June 30, 2017 is 2.0% (effective interest rate of 3.22% as of June 30, 2017).
•
Term Loan B: Initially bears interest at a rate per annum equal to LIBOR (subject to a LIBOR floor of 0.75%) plus 3.00% (or an alternative base rate plus 2.00%) (effective interest rate of 4.22% as of June 30, 2017).
(iii)
Required Principal Payments:
•
Term Loan A: Quarterly principal payments which began the last day of the first full fiscal quarter ending after December 8, 2016, at quarterly rates of 1.25% for the first and second years, 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 which began the last day of the first full fiscal quarter ending after December 8, 2016, at a quarterly rate of 0.25%, with the balance payable at maturity. The Term Loan A and Term Loan B also require mandatory prepayments in connection with certain asset sales, subject to certain significant exceptions, and the Term Loan B is subject to additional mandatory repayment from specified percentages of excess cash flow, as defined in the Credit Agreement.
(iv)
Security and Covenants: The Senior Credit Facilities are guaranteed by the Guarantors (as defined in the Credit Agreement) and are secured by a security interest in substantially all of the assets of Lionsgate and the Guarantors, subject to certain exceptions. The Senior Credit Facilities contain a number of restrictions and covenants, and as of June 30, 2017, we were in compliance with all applicable covenants.
(2)
The 5.875% Senior Notes contain a number of restrictions and covenants, and as of June 30, 2017, we were in compliance with all applicable covenants. Interest is payable each year at a rate of 5.875% per year.
(3)
Represents 1.25% convertible senior subordinated notes due April 2018, with a conversion price of $29.19 per share at June 30, 2017.

Debt Transactions

In the three months ended June 30, 2017, we prepaid $420.0 million in principal amount of the Term Loan B, together with accrued and unpaid interest with respect to such principal amount.


66

Production Loans
The amounts outstanding under our production loans as of June 30, 2017, and March 31, 2017 were as follows:
 
 
June 30,
 
March 31,
 
 
2017
 
2017
 
 
(Amounts in millions)
 
 
 
 
 
Production loans(1)
 
$
183.4

 
$
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 4.06% to 4.42%.


Table of Debt and Contractual Commitments
The following table sets forth our future annual repayment of debt, and our contractual commitments as of June 30, 2017:
 
 
Nine Months Ended March 31,
 
Year Ended March 31,
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
 
 
 
 
 
(Amounts in millions)
 
 
 
 
Future annual repayment of debt recorded as of June 30, 2017 (on-balance sheet arrangements)
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Term Loan A
37.5

 
55.0

 
77.5

 
100.0

 
705.0

 
—

 
975.0

Term Loan B
15.0

 
20.0

 
20.0

 
20.0

 
20.0

 
1,080.0

 
1,175.0

5.875% Senior Notes
—

 
—

 
—

 
—

 
—

 
520.0

 
520.0

Film obligations and production loans(1)
182.0

 
138.4

 
1.8

 
1.7

 
1.5

 
1.1

 
326.5

Principal amounts of convertible senior subordinated notes
—

 
60.0

 
—

 
—

 
—

 
—

 
60.0

Capital lease obligations
4.5

 
5.4

 
3.9

 
3.0

 
0.9

 
38.5

 
56.2

 
239.0

 
278.8

 
103.2

 
124.7

 
727.4

 
1,639.6

 
3,112.7

Contractual commitments by expected repayment date (off-balance sheet arrangements)
 
 
 
 
 
 
 
 
 
 
 
 
 
Film obligation and production loan commitments(2)
446.6

 
212.6

 
96.4

 
70.5

 
55.7

 
63.2

 
945.0

Interest payments(3)
88.0

 
119.8

 
267.9

 
119.7

 
110.6

 
219.6

 
925.6

Operating lease commitments
14.4

 
18.0

 
17.9

 
17.5

 
17.8

 
30.5

 
116.1

Other contractual obligations
92.8

 
74.8

 
39.3

 
13.3

 
7.2

 
2.6

 
230.0

 
641.8

 
425.2

 
421.5

 
221.0

 
191.3

 
315.9

 
2,216.7

Total future commitments under contractual obligations (4)(5)
$
880.8

 
$
704.0

 
$
524.7

 
$
345.7

 
$
918.7

 
$
1,955.5

 
$
5,329.4

 ___________________
(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)
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

67

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 future interest payments associated with the commitment.
(3)
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.
(4)
Not included in the amounts above is a $826.2 million dissenting shareholders' liability associated with the Starz Merger, which is not expected to be settled within the next year (see Note 2 to our unaudited condensed consolidated financial statements).
(5)
Not included in the amounts above are $95.0 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 9 to our unaudited condensed consolidated financial statements).

We are obligated to pay programming fees for all qualifying films that are released theatrically in the U.S. by Sony’s Columbia Pictures, Screen Gems, Sony Pictures Classics and TriStar labels through 2021. We do not license films produced by Sony Pictures Animation. The programming fees to be paid by us to Sony are based on the quantity and domestic theatrical exhibition receipts of qualifying films. We have also entered into agreements with a number of other motion picture producers and are obligated to pay fees for the rights to exhibit certain films that are released by these producers. In addition to the amounts stated above in the table, we are also obligated to pay fees for films that have not yet been released in theaters. We are unable to estimate the amounts to be paid under these agreements for films that have not yet been released in theaters, however, such amounts are expected to be significant.

Theatrical Slate Participation

On March 10, 2015, we entered into a theatrical slate participation arrangement with TIK Films (U.S.), Inc. and TIK Films (Hong Kong) Limited (collectively, "TIK Films"), both wholly owned subsidiaries of Hunan TV & Broadcast Intermediary Co. Ltd. Under the arrangement, TIK Films, in general and subject to certain limitations including per picture and annual caps, will contribute a minority share of 25% of our production or acquisition costs of “qualifying” theatrical feature films, released during the three-year period ending January 23, 2018, and participate in a pro-rata portion of the pictures’ net profits or losses similar to a co-production arrangement based on the portion of costs funded. The arrangement excludes among others, any theatrical feature film incorporating any elements from the Twilight, Hunger Games, or Divergent franchises. The percentage of the contribution could vary on certain pictures.

Amounts provided from TIK Films are reflected as a participation liability in our unaudited condensed consolidated balance sheet and amounted to $169.3 million at June 30, 2017 (March 31, 2017 - $170.1 million). The difference between the ultimate participation expected to be paid to TIK Films and the amount provided by TIK Films is amortized as a charge to or a reduction of participation expense under the individual-film-forecast method.
Filmed Entertainment Backlog
Backlog represents the amount of future revenue not yet recorded from contracts for the licensing of films and television product for television exhibition and in international markets. Backlog at June 30, 2017 and March 31, 2017 was $1.4 billion.
Off-Balance Sheet Arrangements
We do not have any transactions, arrangements and other relationships with unconsolidated entities that will affect our liquidity or capital resources. We have no special purpose entities that provided off-balance sheet financing, liquidity or market or credit risk support, nor do we engage in leasing, hedging or research and development services that could expose us to liability that is not reflected on the face of our consolidated financial statements. Our commitments to fund operating leases, minimum guarantees, production loans, equity method investment funding requirements and all other contractual commitments not reflected on the face of our consolidated financial statements are presented in the table above.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.


68

Currency and Interest Rate Risk Management
Market risks relating to our operations result primarily from changes in interest rates and changes in foreign currency exchange rates. Our exposure to interest rate risk results from the financial debt instruments that arise from transactions entered into during the normal course of business. As part of our overall risk management program, we evaluate and manage our exposure to changes in interest rates and currency exchange risks on an ongoing basis. Hedges and derivative financial instruments will be used in the future in order to manage our interest rate and currency exposure. We have no intention of entering into financial derivative contracts, other than to hedge a specific financial risk.
Currency Rate Risk. We enter into forward foreign exchange contracts to hedge our foreign currency exposures on future production expenses denominated in various foreign currencies. As of June 30, 2017, we had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 15 months from June 30, 2017):
June 30, 2017
Foreign Currency
 
Foreign Currency Amount
 
US Dollar Amount
 
Weighted Average Exchange Rate Per $1 USD
 
 
(Amounts in millions)
 
(Amounts in millions)
 
 
British Pound Sterling
 

£13.3

in exchange for

$16.6

 
£0.80
Hungarian Forint
 
HUF 1,824.5

in exchange for

$6.6

 
HUF 275.71
Euro
 

€6.2

in exchange for

$7.0

 
€0.88
Canadian Dollar
 

C$12.9

in exchange for

$9.5

 
C$1.37
New Zealand Dollar
 
NZD 3.3

in exchange for

$2.4

 
NZD 0.73
Changes in the fair value representing a net unrealized fair value gain (loss) on foreign exchange contracts that qualified as effective hedge contracts outstanding during the three months ended June 30, 2017 were losses, net of tax, of $0.7 million (2016 - losses, net of tax of $2.6 million), and are included in accumulated other comprehensive loss, a separate component of shareholders’ equity. Changes in the fair value representing a net unrealized fair value loss on foreign exchange contracts that did not qualify as effective hedge contracts outstanding during the three months months ended June 30, 2017 were nil (2016 - $0.4 million) and are included in direct operating expenses in the accompanying unaudited condensed consolidated statements of income. These contracts are entered into with major financial institutions as counterparties. We are exposed to credit loss in the event of nonperformance by the counterparty, which is limited to the cost of replacing the contracts, at current market rates. We do not require collateral or other security to support these contracts.
Interest Rate Risk. Certain of our borrowings, primarily borrowings under our Senior Credit Facilities and certain production loans, are, and are expected to continue to be, at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease. The applicable margin with respect to loans under the revolving credit facility and Term Loan A is variable depending on certain net first lien leverage ratios, as defined in the Credit Agreement, and is currently a percentage per annum equal to 2.00% per annum plus an adjusted rate based on LIBOR. Assuming the revolving credit facility is drawn up to its maximum borrowing capacity of $1.0 billion, based on the applicable LIBOR in effect as of June 30, 2017, each quarter point change in interest rates would result in a $4.9 million change in annual interest expense on the revolving credit facility and Term Loan A. The applicable margin with respect to loans under our Term Loan B is a percentage per annum equal to 3.00% plus LIBOR. The LIBOR rate on the Term Loan B is subject to a floor of 0.75%. Assuming the Term Loan B outstanding balance and the applicable LIBOR in effect as of June 30, 2017, a quarter point change in interest rates would result in a $2.9 million change in annual interest expense.
The variable interest production loans incur interest at rates ranging from approximately 4.06% to 4.42% and applicable margins ranging from 2.25% over the one, two, three, or six-month LIBOR to 2.50% over the one, two, three or six-month LIBOR. A quarter point increase of the interest rates on the outstanding principal amount of our variable rate production loans would result in $0.5 million in additional costs capitalized to the respective film or television asset.

At June 30, 2017, our 5.875% Senior Notes and convertible senior subordinated notes had an aggregate outstanding carrying value of $558.9 million, and an estimated fair value of $607.0 million. A 1% increase or decrease in the level of interest rates would increase or decrease the fair value of the 5.875% Senior Notes and convertible senior subordinated notes by approximately $24.7 million and $17.8 million, respectively.


69

The following table presents our financial instruments that are sensitive to changes in interest rates. The table also presents the cash flows of the principal amounts of the financial instruments with the related weighted-average interest rates by expected maturity or required principal payment dates and the fair value of the instrument as of June 30, 2017:
 
 
Nine Months Ended
March 31,
 
Year Ended March 31,
 
Fair Value
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
 
June 30,
2017
 
 
 
 
 
(Amounts in millions)
 
 
 
 
Variable Rates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving Credit Facility(1)
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Average Interest Rate
—

 
—

 
—

 
—

 
—

 
—

 
 
 
 
Term Loan A(1)
37.5

 
55.0

 
77.5

 
100.0

 
705.0

 
—

 
975.0

 
961.6

Average Interest Rate
3.22
%
 
3.22
%
 
3.22
%
 
3.22
%
 
3.22
%
 
—

 
 
 
 
Term Loan B(2)
15.0

 
20.0

 
20.0

 
20.0

 
20.0

 
1,080.0

 
1,175.0

 
1,182.3

Average Interest Rate
4.22
%
 
4.22
%
 
4.22
%
 
4.22
%
 
4.22
%
 
4.22
%
 
 
 
 
Production loans(3)
83.7

 
99.7

 
—

 
—

 
—

 
—

 
183.4

 
183.4

Average Interest Rate
4.14
%
 
4.42
%
 
—

 
—

 
—

 
—

 
 
 
 
Fixed Rates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.875% Senior Notes(4)
—

 
—

 
—

 
—

 
—

 
520.0

 
520.0

 
548.0

Average Interest Rate
—

 
—

 
—

 
—

 
—

 
5.88
%
 
 
 
 
April 2013 1.25% Notes
—

 
60.0

 
—

 
—

 
—

 
—

 
60.0

 
59.0

Average Interest Rate
—

 
1.25
%
 
—

 
—

 
—

 
—

 
 
 
 
 
$
136.2

 
$
234.7

 
$
97.5

 
$
120.0

 
$
725.0

 
$
1,600.0

 
$
2,913.4

 
$
2,934.3

 ____________________
(1)
Revolving credit facility and Term Loan A expire on December 8, 2021 and initially bore interest at a rate per annum equal to LIBOR plus a margin of 2.5% (or an alternative base rate plus 1.50%). The margin is subject to reductions of up to 50 basis points (two reductions of 25 basis points each) upon achievement of certain net first lien leverage ratios, as defined in the credit agreement. The margin as of June 30, 2017 is 2.0%.
(2)
Term Loan B maturing on December 8, 2023, and initially bears interest at a rate per annum equal to LIBOR (subject to a LIBOR floor of 0.75%) plus 3.00% (or an alternative base rate plus 2.00%).
(3)
Represents amounts owed to film production entities on anticipated delivery date or release date of the titles or the contractual due dates of the obligation, that incur interest at rates ranging from approximately 4.06% to 4.42%.
(4)
Senior notes with a fixed interest rate equal to 5.875%.



70

Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). These rules refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of June 30, 2017, the end of the period covered by this report, the Company carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures were effective as of June 30, 2017.
Changes in Internal Control over Financial Reporting
As required by Rule 13a-15(d) of the Exchange Act, the Company, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, also evaluated whether any changes occurred to the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, such control. Based on that evaluation, there has been no such change during the period covered by this report.





71

PART II

Item 1.  Legal Proceedings.

From time to time, the Company is involved in certain claims and legal proceedings arising in the normal course of business. While the resolution of these matters cannot be predicted with certainty, we do not believe, based on current knowledge, that the outcome of any currently pending legal proceedings in which the Company is currently involved will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flow.

For a discussion of certain claims and legal proceedings, see Note 15 - Contingencies to our unaudited condensed consolidated financial statements, which discussion is incorporated by reference into this Part II, Item 1, Legal Proceedings.


 
Item 1A.  Risk Factors.

Other than as set forth below, there were no other material changes to the risk factors previously reported in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017.

Risks Related Our Indebtedness

We have incurred significant additional indebtedness in connection with our merger with Starz that could adversely affect our operations and financial condition.

As of June 30, 2017, we and our subsidiaries have debt of $2,786.2 million (including capitalized lease obligations of $56.2 million) and production loan obligations of $183.4 million, approximately $2,389.6 of which is secured (including production loan obligations of $183.4 million and capitalized lease obligations of $56.2 million). Our significant indebtedness could have adverse consequences on our business, such as:

•
requiring us to use a substantial portion of our cash flow from operations to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects, and other general corporate purposes and reduce cash for distributions or limiting our ability to obtain additional financing to fund such needs;
•
increasing our vulnerabilities to fluctuations in market interest rates to the extent that our debt is subject to floating interest rates;
•
limiting our ability to compete with other companies that are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions; and
•
restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness and exposing us to potential events of default (if not cured or waived) under covenants contained in our debt instruments.

In addition, the Senior Credit Facilities and the indenture that governs the 5.875% Senior Notes due 2024 (the "5.875% Senior Notes") each contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our debt.

The impact of any of these potential adverse consequences could have a material adverse effect on our results of operations, financial condition, and liquidity.

Despite our current indebtedness levels, we and our subsidiaries may be able to incur additional debt in the future.

Although the Senior Credit Facilities and the indenture that governs the 5.875% Senior Notes contain covenants that, among other things, limit our ability to incur additional indebtedness, including guarantees, make restricted payments and investments, and grant liens on our assets, the covenants contained in such documents provide a number of important exceptions and thus, do not prohibit us or our subsidiaries from doing so. Such exceptions provide us substantial flexibility to incur indebtedness, grant liens and expend funds to operate our business. For example, under the terms of the Senior Credit Facilities and the indenture that governs the 5.875% Senior Notes (i) with few restrictions, we may incur indebtedness in connection with certain film and television financing arrangements, including without limitation, purchasing or acquiring rights in film or television productions or financing

72

print and advertising expenses, and such indebtedness may be secured by permitted liens, without having to meet any leverage ratio tests for debt incurrence.

In addition, we may incur additional indebtedness under the revolving facility of the Senior Credit Facilities. At June 30, 2017, we had no borrowings under the revolving facility, no letters of credit outstanding, and available unused revolving commitments of $1.0 billion. We could borrow some or the entire remaining permitted amount of the unused revolving commitments in the future. If new debt is added to our and our subsidiaries' existing debt levels, this has the potential to magnify the risks discussed above relating to our ability to service our indebtedness and the potential adverse impact our high level of indebtedness could have on us.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Securities

On May 31, 2007, our Board of Directors authorized the repurchase of up to $50 million of our common shares. On each of May 29, 2008 and November 6, 2008, our Board of Directors authorized additional repurchases up to an additional $50 million of our common shares. On December 17, 2013, our Board of Directors authorized the Company to increase its stock repurchase plan to $300 million and on February 2, 2016, our Board of Directors authorized the Company to further increase its stock repurchase plan to $468 million. To date, approximately $283.2 million (or 15,729,923) of our common shares have been purchased, leaving approximately $184.7 million of authorized potential purchases. The remaining $184.7 million of our common shares may be purchased from time to time at the Company’s discretion, including quantity, timing and price thereof, and will be subject to market conditions. Such purchases will be structured as permitted by securities laws and other legal requirements. The share repurchase program has no expiration date.

No common shares were purchased by us during the three months ended June 30, 2017.

Additionally, during the three months ended June 30, 2017, 64,495 Class A voting shares and 150,061 Class B non-voting shares were withheld upon the vesting of restricted share units and share issuances to satisfy minimum statutory federal, state and local tax withholding obligations.



Item 3. Defaults Upon Senior Securities.
None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.
None


73

Item 6. Exhibits.
Exhibit
 
 
Number
 
Description of Documents
3.1(1)
 
Articles of Lions Gate Entertainment Corp.
3.2(2)
 
Notice of Articles of Lions Gate Entertainment Corp.
10.36*x

 
Executive Annual Bonus Program

31.1
 
Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2
 
Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1
 
Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101
 
The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 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 Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements
__________________________
(1)
Incorporated by reference to Exhibit 3.1 to Lions Gate’s Current Report on Form 8-K, as filed on December 8, 2016
(2)
Incorporated by reference to Exhibit 3.1 to Lions Gate’s Amendment No. 1 to Current Report on Form 8-K/A, as filed on December 9, 2016
_____________________________
*
Management contract or compensatory plan or arrangement.
x
Filed herewith






74

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
LIONS GATE ENTERTAINMENT CORP.
 
 
 
By:  
/s/ JAMES W. BARGE
 
 
 
Name:
James W. Barge
 
DATE: August 8, 2017
 
Title:
Duly Authorized Officer and Chief Financial Officer
 




75

LIONS GATE ENTERTAINMENT CORP /CN/ Reports