Lions Gate Entertainment Corp

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K Current report filing

Filing Date: 2021-08-05 | Period of Report: 2021-08-05 SEC Accession No. 0000929351-21-000023

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FILER LIONS GATE ENTERTAINMENT CORP /CN/ Mailing Address Business Address 250 HOWE STREET 2700 COLORADO AVENUE CIK:929351| IRS No.: 000000000 | State of Incorp.:A1 | Fiscal Year End: 0331 20TH FLOOR SUITE 200 Type: 8-K | Act: 34 | File No.: 001-14880 | Film No.: 211148277 VANCOUVER A1 V6C #R8 SANTA MONICA CA 90404 SIC: 7812 Motion picture & video tape production 877-848-3866

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 5, 2021 Lions Gate Entertainment Corp. (Exact name of registrant as specified in charter)

British Columbia, Canada (State or Other Jurisdiction of Incorporation)

1-14880 N/A (Commission File Number) (IRS Employer Identification No.)

(Address of principal executive offices) 250 Howe Street, 20th Floor Vancouver, British Columbia V6C 3R8 and 2700 Colorado Avenue Santa Monica, California 90404

Registrant’s telephone number, including area code: (877) 848-3866

No Change (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered

Class A Voting Common Shares, no par value per share LGF.A New York Stock Exchange Class B Non-Voting Common Shares, no par value per share LGF.B New York Stock Exchange

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ 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. ☐

On August 5, 2021, Lions Gate Entertainment Corp. (the "Company") issued a press release announcing its results of operations for the quarter ended June 30, 2021. The press release issued by the Company in connection with the announcement is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No. Description 99.1 Press Release dated August 5, 2021 The cover page from this Current Report on Form 8-K, formatted in Inline 104 XBRL (included as Exhibit 101).

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 hereunto duly authorized.

Date: August 5, 2021 LIONS GATE ENTERTAINMENT CORP.

/s/ James W. Barge James W. Barge Chief Financial Officer

LIONSGATE REPORTS RESULTS FOR FIRST QUARTER FISCAL 2022

First Quarter Revenue was $901.2 Million; Operating Income was $20.3 Million; Net Loss Attributable to Lionsgate Shareholders was $45.4 Million or $0.20 Diluted Net Loss per Share

Adjusted OIBDA was $119.8 Million

Global Media Networks Subscribers were 28.9 Million

Global Streaming Subscribers were 16.7 Million, reflecting 58% Year-Over-Year Growth; STARZPLAY International Subscribers More than Doubled Year-Over-Year to 7.0 Million

Film & Television Library Revenue was $740 Million for Trailing 12 Months

SANTA MONICA, CA, and VANCOUVER, BC, August 5, 2021 – Lionsgate (NYSE: LGF.A, LGF.B) today reported first quarter (quarter ended June 30, 2021) revenue of $901.2 million, operating income of $20.3 million and net loss attributable to Lionsgate shareholders of $45.4 million or $0.20 diluted net loss per share on 221.8 million diluted weighted average common shares outstanding. Adjusted net income attributable to Lionsgate shareholders in the quarter was $42.4 million or adjusted diluted EPS of $0.18 on 229.2 million diluted weighted average common shares outstanding, with adjusted OIBDA of $119.8 million.

“I’m pleased to report that we were able to lean into our resilient business model to drive strong financial results in the quarter,” said Lionsgate CEO Jon Feltheimer. “We filled our content pipelines with exciting new properties and added valuable new titles to our library. Like the rest of the industry, Starz subscriber growth was impacted by the decline in at home viewership and, importantly, a light content quarter due to COVID-driven production delays. However, the strong opening of Power Book III: Raising Kanan two weeks after the quarter ended sparked a return to strong global subscriber growth which we expect to continue for the rest of the year.”

Revenue from Lionsgate’s 17,000-title film and television library was $740 million for the trailing 12 months. Lionsgate announced the acquisition of the Spyglass Media Group library after the end of the quarter.

First Quarter Results

Segment Results

Media Networks segment revenue of $382.3 million was up 4% from the prior year quarter while segment profit increased 23% to $88.2 million driven by lower cadence of programming and content spend. Total

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Media Networks global subscribers increased to 28.9 million year-over-year including STARZPLAY Arabia, a non-consolidated equity method investee, driven by robust domestic and international streaming subscriber growth. Global OTT streaming subscribers increased 58% year-over-year to 16.7 million. STARZPLAY International subscribers grew 106% year-over-year to 7.0 million.

Motion Picture segment revenue was up 4% to $291.2 million and segment profit declined to $44.3 million compared to $101.1 million in the prior year quarter. The decline in segment profit compared to the prior year quarter was attributable to higher P&A spend in the quarter compared to the prior year, which had no theatrical releases due to COVID-19 theater closures.

Television Production segment revenue of $386.1 million was up 97% compared to the prior year quarter, and segment profit of $3.0 million reflects the deliveries of new series. Lionsgate Television is coming off one of its strongest years with 13 new series orders, seven pilots picked up to series and all of last year’s freshman series renewed for second seasons.

Lionsgate senior management will hold its analyst and investor conference call to discuss its fiscal 2022 first quarter results at 5:00 PM ET/2:00 PM PT this afternoon, August 5. Interested parties may listen to the live webcast by visiting the events page on the Lionsgate Investor Relations website or via https://services.choruscall.com/links/lgf210805UtyGTSXL.html. A full replay will become available this evening by clicking the same link.

About Lionsgate Combining the STARZ premium global subscription platform with world-class motion picture and television studio operations, Lionsgate (NYSE: LGF.A, LGF.B) brings a unique and varied portfolio of entertainment to consumers around the world. Its film, television, subscription and location-based entertainment businesses are backed by a 17,000-title library and the largest collection of film and television franchises in the independent media space. A digital age company driven by its entrepreneurial culture and commitment to innovation, the Lionsgate brand is synonymous with bold, original, relatable entertainment for the audiences it serves worldwide. ###

For further information, investors should contact: Nilay Shah 310-255-3651 [email protected]

For media inquiries, please contact: Peter Wilkes 310-255-3726 [email protected]

The matters discussed in this press release include forward-looking statements, including those regarding the performance of future fiscal years. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including: the potential effects of the COVID-19 global pandemic on the

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Company, economic and business conditions; the substantial investment of capital and increased costs required to produce and market films and television series; budget overruns; limitations imposed by our credit facilities and notes; unpredictability of the commercial success of our motion pictures and television programming; risks related to acquisition and integration of acquired businesses; the effects of dispositions of businesses or assets, including individual films or

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document libraries; the cost of defending our intellectual property; technological changes and other trends affecting the entertainment industry; other trends affecting the entertainment industry; and the other risk factors as set forth in Lionsgate’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2021. The Company undertakes no obligation to publicly release the result of any revisions to these forward- looking statements that may be made to reflect any future events or circumstances.

Additional Information Available on Website

The information in this press release should be read in conjunction with the financial statements and footnotes contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, which will be posted on the Company’s website at http://investors.lionsgate.com/financial-reports/sec-filings, when filed with the Securities and Exchange Commission. Trending schedules containing certain financial information will also be available at http://investors.lionsgate.com/financial-reports/quarterly-results/2022.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, amounts in millions) ASSETS Cash and cash equivalents $ 261.6 $ 528.7 Accounts receivable, net 447.2 383.7 Other current assets 144.5 274.3 Total current assets 853.3 1,186.7 Investment in films and television programs and program rights, net 2,429.2 2,222.7 Property and equipment, net 87.3 91.1 Investments 32.8 31.9 Intangible assets 1,541.9 1,575.1 Goodwill 2,764.5 2,764.5 Other assets 503.9 434.2 Total assets $ 8,212.9 $ 8,306.2 LIABILITIES Accounts payable and accrued liabilities $ 504.5 $ 545.4 Participations and residuals 484.5 508.8 Film obligations 349.1 385.0 Debt - short term portion 40.0 88.0 Deferred revenue 177.5 165.7 Total current liabilities 1,555.6 1,692.9 Debt 2,444.4 2,542.9 Participations and residuals 308.3 304.6 Film obligations 509.3 318.5 Other liabilities 330.2 337.1 Deferred revenue 53.1 56.2 Deferred tax liabilities 41.2 40.3 Redeemable noncontrolling interest 231.4 219.1 Commitments and contingencies EQUITY Class A voting common shares, no par value, 500.0 shares authorized, 83.0 shares issued (March 31, 2021 - 83.0 shares issued) 664.9 663.2 Class B non-voting common shares, no par value, 500.0 shares authorized, 139.6 shares issued (March 31, 2021 - 138.2 shares issued) 2,318.6 2,296.0 Accumulated deficit (139.1) (82.9) Accumulated other comprehensive loss (107.2) (83.3) Total Lions Gate Entertainment Corp. shareholders' equity 2,737.2 2,793.0 Noncontrolling interests 2.2 1.6 Total equity 2,739.4 2,794.6 Total liabilities and equity $ 8,212.9 $ 8,306.2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

June 30,

2021 2020

(Unaudited, amounts in millions, except per share amounts) Revenues $ 901.2 $ 813.7 Expenses Direct operating 486.2 423.0 Distribution and marketing 217.6 141.7 General and administration 130.6 109.0 Depreciation and amortization 43.3 47.6 Restructuring and other 3.2 3.0 Total expenses 880.9 724.3 Operating income 20.3 89.4 Interest expense (41.7) (44.4) Interest and other income 3.9 1.7 Other expense (1.7) (1.7) Loss on extinguishment of debt (26.6) — Gain (loss) on investments (0.1) 5.1 Equity interests income (loss) 0.7 (2.6) Income (loss) before income taxes (45.2) 47.5 Income tax provision (6.5) (1.3) Net income (loss) (51.7) 46.2 Less: Net loss attributable to noncontrolling interests 6.3 4.9 Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders $ (45.4) $ 51.1

Per share information attributable to Lions Gate Entertainment Corp. shareholders: Basic net income (loss) per common share $ (0.20) $ 0.23

Diluted net income (loss) per common share $ (0.20) $ 0.23

Weighted average number of common shares outstanding: Basic 221.8 219.5 Diluted 221.8 219.9

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

2021 2020

(Unaudited, amounts in millions) Operating Activities: Net income (loss) $ (51.7) $ 46.2 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 43.3 47.6 Amortization of films and television programs and program rights 371.1 281.2 Amortization of debt financing costs and other non-cash interest 12.0 6.5 Non-cash share-based compensation 34.6 14.4 Other amortization 25.5 18.3 Loss on extinguishment of debt 26.6 — Equity interests (income) loss (0.7) 2.6 Loss (gain) on investments 0.1 (5.1) Deferred income taxes 0.9 — Changes in operating assets and liabilities: Accounts receivable, net and other assets (149.6) 92.5 Investment in films and television programs and program rights, net (577.4) (176.5) Accounts payable and accrued liabilities (60.1) (120.8) Participations and residuals (20.7) (45.4) Program rights and other film obligations (11.2) (51.6) Deferred revenue 8.6 (28.5)

Net Cash Flows Provided By (Used In) Operating Activities (348.7) 81.4 Investing Activities: Proceeds from the sale of Pantaya 123.6 — Proceeds from the sale of equity method and other investments — 5.1 Investment in equity method investees and other (1.5) (0.2) Capital expenditures (6.4) (6.4)

Net Cash Flows Provided By (Used In) Investing Activities 115.7 (1.5) Financing Activities: Debt - borrowings, net of debt issuance and redemption costs 1,199.9 75.0 Debt - repurchases and repayments (1,373.9) (92.0) Production loans - borrowings 214.3 46.1 Production loans - repayments (113.2) (44.1) Production tax credit facility advances, net of debt issuance costs 94.9 — Production tax credit facility repayments (32.8) — Interest rate swap settlement payments (6.9) (2.1) Repurchase of common shares — (2.2) Distributions to noncontrolling interest — (0.8)

Exercise of stock options Copyright © 2021 www.secdatabase.com. All Rights Reserved. 2.5 — Please Consider the Environment Before Printing This Document Tax withholding required on equity awards (13.1) (2.0)

Net Cash Flows Used In Financing Activities (28.3) (22.1)

Net Change In Cash, Cash Equivalents and Restricted Cash (261.3) 57.8 Foreign Exchange Effects on Cash, Cash Equivalents and Restricted Cash — 0.1 Cash, Cash Equivalents and Restricted Cash - Beginning Of Period 528.7 318.2

Cash, Cash Equivalents and Restricted Cash - End Of Period $ 267.4 $ 376.1 6

SEGMENT INFORMATION

The Company’s reportable segments have been determined based on the distinct nature of their operations, the Company's internal management structure, and the financial information that is evaluated regularly by the Company's chief operating decision maker. The Company has three reportable business segments: (1) Motion Picture, (2) Television Production and (3) Media Networks.

Motion Picture. Motion Picture consists of the development and production of feature films, acquisition of North American and worldwide distribution rights, North American theatrical, home entertainment and television distribution of feature films produced and acquired, and worldwide licensing of distribution rights to feature films produced and acquired.

Television Production. Television Production consists of the development, production and worldwide distribution of television productions including television series, television movies and mini-series, and non-fiction programming. Television Production includes the licensing of Starz original series productions to Starz Networks and STARZPLAY International, and the ancillary market distribution of Starz original productions and licensed product. Additionally, the Television Production segment includes the results of operations of 3 Arts Entertainment.

Media Networks. Media Networks consists of the following product lines (i) Starz Networks, which includes the domestic distribution of STARZ branded premium subscription video services through OTT platforms and Distributors and on a direct-to- consumer basis through the Starz App and (ii) STARZPLAY International, which represents revenues primarily from the OTT distribution of the Company's STARZ branded premium subscription video services outside of the U.S. Through March 31, 2021, Media Networks also included Other Streaming Services, which represented primarily our formerly majority owned premium Spanish language streaming services business, Pantaya. The Company sold its interest in Pantaya on March 31, 2021.

In the ordinary course of business, the Company's reportable segments enter into transactions with one another. The most common types of intersegment transactions include licensing motion pictures or television programming (including Starz original productions) from the Motion Picture and Television Production segments to the Media Networks segment. While intersegment transactions are treated like third-party transactions to determine segment performance, the revenues (and corresponding expenses, assets, or liabilities recognized by the segment that is the counterparty to the transaction) are eliminated in consolidation and, therefore, do not affect consolidated results.

SEGMENT INFORMATION (Continued)

Segment information is presented in the table below: Three Months Ended

June 30,

2021 2020

(Unaudited, amounts in millions) Segment revenues Motion Picture $ 291.2 $ 280.7 Television Production 386.1 195.7 Media Networks 382.3 367.3 Intersegment eliminations (158.4) (30.0) $ 901.2 $ 813.7 Gross contribution Motion Picture $ 68.7 $ 129.9 Television Production 13.0 45.6 Media Networks 109.3 92.3 Intersegment eliminations 8.6 (7.7) $ 199.6 $ 260.1 Segment general and administration Motion Picture $ 24.4 $ 28.8 Television Production 10.0 10.7 Media Networks 21.1 20.5 $ 55.5 $ 60.0 Segment profit Motion Picture $ 44.3 $ 101.1 Television Production 3.0 34.9 Media Networks 88.2 71.8 Intersegment eliminations 8.6 (7.7) Total segment profit $ 144.1 $ 200.1 Corporate general and administrative expenses (24.3) (26.4) Adjusted OIBDA(1) $ 119.8 $ 173.7

______(1) See "Use of Non-GAAP Financial Measures" for the definition of Adjusted OIBDA and reconciliation to the most directly comparable GAAP financial measure.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Company's primary measure of segment performance is segment profit. Segment profit is defined as gross contribution (revenues, less direct operating and distribution and marketing expense) less segment general and administration expenses. Segment profit excludes, when applicable, corporate general and administrative expense, restructuring and other costs, share-based compensation, certain programming and content charges as a result of changes in management and associated programming and content strategy, certain charges related to the COVID-19 global pandemic and purchase accounting and related adjustments. The Company believes the presentation of segment profit is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company's management and enables them to understand the fundamental performance of the Company's businesses.

SEGMENT INFORMATION (Continued)

The following table sets forth segment information by product line for the Media Networks segment for the three months ended June 30, 2021 and 2020. The Media Networks segment results of operations for the three months ended June 30, 2020 included our formerly majority owned premium Spanish language streaming services business, Pantaya (representing substantially all of Other Streaming Services). We sold our interest in Pantaya on March 31, 2021.

Three Months Ended

June 30,

2021 2020

(Unaudited, amounts in millions) Media Networks revenue: Starz Networks $ 358.2 $ 345.8 STARZPLAY International 24.1 10.0 Other Streaming Services — 11.5 $ 382.3 $ 367.3 Media Networks gross contribution: Starz Networks $ 135.0 $ 119.2 STARZPLAY International (25.7) (25.6) Other Streaming Services — (1.3) $ 109.3 $ 92.3 Media Networks general and administration: Starz Networks $ 15.5 $ 15.4 STARZPLAY International 5.6 3.7 Other Streaming Services — 1.4 $ 21.1 $ 20.5 Media Networks segment profit (loss): Starz Networks $ 119.5 $ 103.8 STARZPLAY International (31.3) (29.3) Other Streaming Services — (2.7) $ 88.2 $ 71.8

USE OF NON-GAAP FINANCIAL MEASURES

This earnings release presents the following important financial measures utilized by Lions Gate Entertainment Corp. (the "Company," "we," "us" or "our") that are not all financial measures defined by generally accepted accounting principles ("GAAP"). The Company uses non-GAAP financial measures, among other measures, to evaluate the operating performance of our business. These non-GAAP financial measures are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with United States GAAP.

Adjusted OIBDA: Adjusted OIBDA is defined as operating income (loss) before adjusted depreciation and amortization ("OIBDA"), adjusted for adjusted share-based compensation ("adjusted SBC"), purchase accounting and related adjustments, restructuring and other costs, certain charges related to the COVID-19 global pandemic, certain programming and content charges as a result of management changes and associated changes in strategy, and unusual gains (such as the gain on sale of Pantaya on March 31, 2021), when applicable. • Adjusted depreciation and amortization represents depreciation and amortization as presented on our consolidated statement of operations, less the depreciation and amortization related to the amortization of purchase accounting and related adjustments associated with recent acquisitions. Accordingly, the full impact of the purchase accounting is included in the adjustment for "purchase accounting and related adjustments", described below. • Adjusted share-based compensation represents share-based compensation excluding the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements, which are included in restructuring and other expenses, when applicable. • Restructuring and other includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable. • COVID-19 related charges include certain motion picture and television impairments and development charges associated with changes in performance expectations or the feasibility of completing the project, costs associated with the pausing and restarting of productions, including certain cast and crew, idle facilities and equipment costs and incremental costs associated with bad debt reserves, which are included in direct operating expense, when applicable. In addition, the costs include early or contractual marketing spends for film releases and events that have been canceled or delayed and will provide no economic benefit, which are included in distribution and marketing expense, when applicable. • Programming and content charges include charges resulting from the implementation of changes to the Company's programming strategy and broadcasting strategy in connection with management changes, which are included in direct operating expenses, when applicable. • Purchase accounting and related adjustments primarily represent the amortization of non-cash fair value adjustments to certain assets acquired in recent acquisitions. These adjustments include the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with the earned distributions related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense.

Adjusted OIBDA is calculated similar to how the Company defines segment profit and manages and evaluates its segment operations. Segment profit also excludes corporate general and administrative expense.

Adjusted Free Cash Flow: Free cash flow is typically defined as net cash flows provided by (used in) operating activities, less capital expenditures. The Company defines Adjusted Free Cash Flow as net cash flows provided by (used in) operating activities, less capital expenditures, plus or minus the net increase or decrease in production loans, plus or minus the net increase or decrease in the production tax credit facility. The adjustment for the production loans is made because the GAAP based cash flows from operations reflects a non- cash reduction of cash flows for the cost of films and television programs associated with production loans prior to the time the Company actually pays for the film or television program at or near completion. The Company believes that it is more meaningful to reflect the

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document impact of the payment for these films and television programs in its Adjusted Free Cash Flow when the payments are actually made. The adjustment for the production tax credit facility is made, similar to the production loans, to better reflect the timing of the cash flows associated with productions since a portion of the amounts expended initially are later refunded through the receipt of tax credits. The production tax credit facility reduces the timing difference between the cost expended and the receipt of the tax credit and thus reflects the cash cost of the production at or near the time it is produced and completed, which the Company believes is a more meaningful reflection of the cash cost of its productions.

Adjusted Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders: Adjusted net income (loss) attributable to Lions Gate Entertainment Corp. shareholders is defined as net income (loss) attributable to Lions Gate

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Entertainment Corp. shareholders, adjusted for share-based compensation, purchase accounting and related adjustments, restructuring and other items, net gains or losses on investments and insurance recoveries on prior shareholder litigation, gain or loss on extinguishment of debt, certain programming and content charges, COVID-19 related charges, and unusual gains (such as the gain on sale of Pantaya on March 31, 2021), when applicable, as described in the Adjusted OIBDA definition, net of the tax effect of the adjustments at the applicable blended statutory rate and net of the impact of the adjustments on non-controlling interest and certain changes in our deferred tax valuation allowance.

Adjusted Basic and Diluted EPS: Adjusted basic earnings (loss) per share is defined as adjusted net income (loss) attributable to Lions Gate Entertainment Corp. shareholders divided by the weighted average shares outstanding. Diluted EPS is similar to basic EPS but is adjusted for the effects of securities that are diluted based on the level of adjusted net income (loss), similar to GAAP.

These measures are non-GAAP financial measures as defined in Regulation G promulgated by the SEC and are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with United States GAAP.

We use these non-GAAP measures, among other measures, to evaluate the operating performance of our business. We believe these measures provide useful information to investors regarding our results of operations and cash flows before non-operating items. Adjusted OIBDA is considered an important measure of the Company’s performance because this measure eliminates amounts that, in management’s opinion, do not necessarily reflect the fundamental performance of the Company’s businesses, are infrequent in occurrence, and in some cases are non-cash expenses. Adjusted Free Cash Flow is considered an important measure of the Company’s liquidity because it provides information about the ability of the Company to reduce net corporate debt, make strategic investments, dividends and share repurchases. Adjusted Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders and Adjusted EPS are considered important measures of the Company’s business operations as, similar to Adjusted OIBDA, these measures eliminate amounts that, in management’s opinion, do not necessarily reflect the fundamental performance of the Company’s businesses.

These non-GAAP measures are commonly used in the entertainment industry and by financial analysts and others who follow the industry to measure operating performance. However, not all companies calculate these measures in the same manner and the measures as presented may not be comparable to similarly titled measures presented by other companies due to differences in the methods of calculation and excluded items.

A general limitation of these non-GAAP financial measures is that they are not prepared in accordance with U.S. generally accepted accounting principles. These measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of operating income, cash flow, net income (loss), or earnings (loss) per share as determined in accordance with GAAP. Reconciliations of the adjusted metrics utilized to their corresponding GAAP metrics are provided below.

RECONCILIATION OF OPERATING INCOME

TO ADJUSTED OIBDA

The following table reconciles the GAAP measure, operating income to the non-GAAP measure, Adjusted OIBDA: Three Months Ended

June 30,

2021 2020

(Unaudited, amounts in millions) Operating income $ 20.3 $ 89.4 Adjusted depreciation and amortization(1) 10.1 10.1 Restructuring and other(2) 3.2 3.0 COVID-19 related charges(3) 1.6 10.4 Adjusted share-based compensation expense(4) 34.6 14.4 Purchase accounting and related adjustments(5) 50.0 46.4 Adjusted OIBDA $ 119.8 $ 173.7

______(1) Adjusted depreciation and amortization represents depreciation and amortization as presented on our consolidated statements of operations less the depreciation and amortization related to the non-cash fair value adjustments to property and equipment and intangible assets acquired in recent acquisitions which are included in the purchase accounting and related adjustments line item above, as shown in the table below:

Three Months Ended

June 30,

2021 2020

(Unaudited, amounts in millions) Depreciation and amortization $ 43.3 $ 47.6 Less: Amount included in purchase accounting and related adjustments (33.2) (37.5) Adjusted depreciation and amortization $ 10.1 $ 10.1

(2) Restructuring and other includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable, as shown in the table below:

June 30,

2021 2020

(Unaudited, amounts in millions) Restructuring and other: Severance(a) $ 2.4 $ 2.2 COVID-19 related charges included in restructuring and other(b) 0.3 0.5 Transaction and related costs(c) 0.5 0.3 $ 3.2 $ 3.0

______(a) Severance costs in the three months ended June 30, 2021 and 2020 were primarily related to restructuring activities in connection with cost-saving initiatives and recent acquisitions. (b) During the three months ended June 30, 2021, the Company has incurred certain costs primarily related to incremental costs required to adhere to health and safety protocols and other incremental costs associated with the COVID-19 global pandemic. In the three months ended June 30 2020, these costs were primarily related to transitioning the Company to a remote-work environment and other incremental costs associated with the COVID-19 global pandemic. (c) Transaction and related costs in the three months ended June 30, 2021 and 2020 reflect transaction, integration and legal costs associated with certain strategic transactions, restructuring activities and legal matters. (3) In connection with the disruptions associated with the COVID-19 global pandemic and measures to prevent its spread and mitigate its effects both domestically and internationally, and the related economic disruption, including the worldwide closure of theaters, international travel restrictions and the pausing of motion picture and television productions, during the three months ended June 30, 2021 and 2020, we have incurred $1.6 million and $10.4 million, respectively, in incremental direct operating and distribution and marketing expense. These charges are also excluded from segment operating results. The costs included in direct operating expense, amounting to $1.6 million and $5.7 million in the three months ended June 30, 2021 and 2020, respectively, primarily represent incremental costs associated with the pausing and restarting of productions including certain cast and crew, idle facilities and equipment costs resulting from circumstances associated with the COVID-19 global pandemic, net of insurance recoveries. The costs included in distribution and marketing expense, representing no material amounts and $4.7 million, respectively, in the three months ended June 30, 2021 and 2020, primarily consist of contractual marketing spends for film releases and events that were canceled or delayed and will provide no economic benefit. We expect to incur additional incremental costs in future periods. However, if the adverse economic impact and disruptions associated with the COVID-19 global pandemic continue to improve, we expect that the incremental costs we incur in fiscal 2022 will decrease as compared to fiscal 2021. The Company is in the process of seeking additional insurance recovery for some of these costs. The ultimate amount of insurance recovery cannot be estimated at this time. (4) Adjusted share-based compensation represents share-based compensation expense adjusted for amounts included in restructuring and other expenses, when applicable, reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements. (5) Purchase accounting and related adjustments primarily represent the amortization of non-cash fair value adjustments to certain assets acquired in recent acquisitions. These adjustments include the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with the earned distributions related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense. The following sets forth the amounts included in each line item in the financial statements:

June 30,

2021 2020

(Unaudited, amounts in millions) Purchase accounting and related adjustments: Direct operating $ 0.4 $ 0.3 General and administrative expense 16.4 8.7 Depreciation and amortization 33.2 37.4 $ 50.0 $ 46.4

RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO LIONS GATE ENTERTAINMENT CORP. SHAREHOLDERS TO ADJUSTED NET INCOME ATTRIBUTABLE TO LIONS GATE ENTERTAINMENT CORP. SHAREHOLDERS, AND BASIC AND DILUTED EPS TO ADJUSTED BASIC AND DILUTED EPS

Three Months Ended

June 30,

2021 2020

(Unaudited, amounts in millions, except per share amounts) Reported Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders $ (45.4) $ 51.1 Adjusted share-based compensation expense 34.6 14.4 Restructuring and other 3.2 3.0 COVID-19 related charges 1.6 10.4 Purchase accounting and related adjustments(1) 50.0 46.3 Loss on extinguishment of debt 26.6 — Gain on investments and insurance recoveries on prior shareholder litigation (2.4) (5.1) Tax impact of above items(2) (23.6) (15.1) Deferred tax valuation allowance(3) 6.2 (14.2) Noncontrolling interest impact of above items (8.4) (4.7) Adjusted Net Income Attributable to Lions Gate Entertainment Corp. Shareholders(4) $ 42.4 $ 86.1

Reported Basic EPS $ (0.20) $ 0.23 Impact of adjustments on basic earnings per share 0.39 0.16 Adjusted Basic EPS(4) $ 0.19 $ 0.39

Reported Diluted EPS $ (0.20) $ 0.23 Impact of adjustments on diluted earnings per share 0.38 0.16 Adjusted Diluted EPS(4) $ 0.18 $ 0.39

Adjusted weighted average number of common shares outstanding: Basic 221.8 219.5 Diluted 229.2 219.9

______(1) Represents the amounts included in Adjusted OIBDA net of interest income on the amortization of non-cash fair value adjustments to finance lease obligations acquired in the acquisition of Starz.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (2) Represents the tax impact of the adjustments to net income attributable to Lions Gate Entertainment Corp. shareholders, calculated using the blended statutory tax rate applicable to each adjustment. (3) Represents an adjustment for the net (benefit) charge from a net (decrease) increase in the valuation allowance for certain of the Company's deferred tax assets.

RECONCILIATION OF NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

TO ADJUSTED FREE CASH FLOW

Three Months Ended

June 30,

2021 2020

(Unaudited, amounts in millions) Net Cash Flows Provided By (Used In) Operating Activities(1) $ (348.7) $ 81.4 Capital expenditures (6.4) (6.4) Net borrowings under and (repayment) of production loans 101.1 2.0 Net advances under and (repayment) of production tax credit facility 62.1 — Adjusted Free Cash Flow $ (191.9) $ 77.0

______(1) Cash flows provided by (used in) operating activities for the three months ended June 30, 2021 includes a net use of cash of approximately ($51.0) million from the monetization of trade accounts receivable programs (three months ended June 30, 2020 - net use of cash of approximately ($16.5) million).

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Cover Page Aug. 05, 2021 Entity Information [Line Items] Document Type 8-K Document Period End Date Aug. 05, 2021 Entity Registrant Name LIONS GATE ENTERTAINMENT CORP /CN/ Entity Incorporation, State or Country Code A1 Entity File Number 1-14880 Entity Address, Address Line One 250 Howe Street Entity Address, Address Line Two 20th Floor Entity Address, City or Town Vancouver Entity Address, State or Province BC Entity Address, Postal Zip Code V6C 3R8 City Area Code 877 Local Phone Number 848-3866 Written Communications false Soliciting Material false Pre-commencement Tender Offer false Pre-commencement Issuer Tender Offer false Entity Emerging Growth Company false Entity Central Index Key 0000929351 Amendment Flag false Common Class A Entity Information [Line Items] Title of 12(b) Security Class A Voting Common Shares, no par value per share Trading Symbol LGF.A Security Exchange Name NYSE Common Class B Entity Information [Line Items] Title of 12(b) Security Class B Non-Voting Common Shares, no par value per share Trading Symbol LGF.B Security Exchange Name NYSE Principal Executive Offices Entity Information [Line Items] Entity Address, Address Line One 2700 Colorado Avenue Entity Address, City or Town Santa Monica Entity Address, State or Province CA Entity Address, Postal Zip Code 90404

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