LIONS GATE ENTERTAINMENT CORP /CN/ - FORM 10-Q - November 8, 2016

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EX-32.1 - EXHIBIT 32.1 - CERTIFICATION OF CEO AND CFO PURSUANT TO SECTION 906 - LIONS GATE ENTERTAINMENT CORP /CN/ex321q2f2017.htm
EX-31.2 - EXHIBIT 31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - LIONS GATE ENTERTAINMENT CORP /CN/ex312q2f2017.htm
EX-31.1 - EXHIBIT 31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - LIONS GATE ENTERTAINMENT CORP /CN/ex311q2f2017.htm
EX-10.127 - EXHIBIT 10.127 - LIONS GATE ENTERTAINMENT CORP. 2012 PERFORMANCE INCENTIVE PLAN - LIONS GATE ENTERTAINMENT CORP /CN/ex10127lionsgate2012perfor.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________
Form 10-Q 
___________________________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
 
Accelerated filer o
 
Non accelerated filer o
 
Smaller reporting company o
 
 
 
 
(Do not check if a smaller reporting company)
 
 
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 November 1, 2016
Common Shares, no par value per share
 
148,332,947 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, 2016, 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, uncertainties related to the Company's proposed acquisition of Starz, including the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Starz 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, 2016, 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
 
 
September 30,
2016
 
March 31,
2016
 
(Amounts in thousands,
except share amounts)
ASSETS
 
 
 
Cash and cash equivalents
$
105,953

 
$
57,742

Restricted cash
2,900

 
2,906

Accounts receivable, net of reserves for returns and allowances of $42,355 (March 31, 2016 - $51,809) and provision for doubtful accounts of $5,519 (March 31, 2016 - $6,014)
953,251

 
1,049,289

Investment in films and television programs, net
1,328,798

 
1,478,296

Property and equipment, net
42,655

 
43,384

Investments
502,287

 
464,346

Goodwill
534,780

 
534,780

Other assets
71,207

 
69,075

Deferred tax assets
223,127

 
134,421

Total assets
$
3,764,958

 
$
3,834,239

LIABILITIES
 
 
 
Senior revolving credit facility
$
297,803

 
$
156,136

5.25% Senior Notes
221,689

 
220,796

Term Loan
389,197

 
388,207

Accounts payable and accrued liabilities
348,690

 
377,698

Participations and residuals
651,594

 
607,358

Film obligations and production loans
512,678

 
715,018

Convertible senior subordinated notes
101,140

 
99,984

Deferred revenue
292,038

 
328,244

Total liabilities
2,814,829

 
2,893,441

Commitments and contingencies (Note 16)

 

Redeemable noncontrolling interest
93,025

 
90,525

SHAREHOLDERS' EQUITY
 
 
 
Common shares, no par value, 500,000,000 shares authorized, 148,301,707 shares issued (March 31, 2016 - 146,785,940 shares)
904,255

 
885,800

Retained earnings (accumulated deficit)
(18,453
)
 
7,584

Accumulated other comprehensive loss
(28,698
)
 
(43,111
)
Total shareholders' equity
857,104

 
850,273

Total liabilities and shareholders' equity
$
3,764,958

 
$
3,834,239

See accompanying notes.

4

LIONS GATE ENTERTAINMENT CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
 
(Amounts in thousands, except per share amounts)
Revenues
$
639,534

 
$
476,759

 
$
1,193,109

 
$
885,700

Expenses:
 
 
 
 
 
 
 
Direct operating
386,908

 
292,810

 
753,184

 
523,120

Distribution and marketing
221,953

 
153,140

 
346,992

 
225,064

General and administration
84,491

 
67,577

 
163,158

 
128,289

Depreciation and amortization
4,347

 
2,520

 
9,963

 
4,350

Total expenses
697,699

 
516,047

 
1,273,297

 
880,823

Operating income (loss)
(58,165
)
 
(39,288
)
 
(80,188
)
 
4,877

Other expenses (income):
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
Cash interest
13,522

 
10,357

 
26,414

 
20,728

Amortization of debt discount and deferred financing costs
2,360

 
2,273

 
4,702

 
4,527

Total interest expense
15,882

 
12,630

 
31,116

 
25,255

Interest and other income
(1,231
)
 
(555
)
 
(2,180
)
 
(1,155
)
Total other expenses, net
14,651

 
12,075

 
28,936

 
24,100

Loss before equity interests and income taxes
(72,816
)
 
(51,363
)
 
(109,124
)
 
(19,223
)
Equity interests income
1,908

 
7,149

 
12,754

 
18,537

Loss before income taxes
(70,908
)
 
(44,214
)
 
(96,370
)
 
(686
)
Income tax provision (benefit)
(53,604
)
 
(2,145
)
 
(79,906
)
 
699

Net loss
(17,304
)
 
(42,069
)
 
(16,464
)
 
(1,385
)
Less: Net (income) loss attributable to noncontrolling interest
(154
)
 
—

 
260

 
—

Net loss attributable to Lions Gate Entertainment Corp. shareholders
$
(17,458
)
 
$
(42,069
)
 
$
(16,204
)
 
$
(1,385
)
 
 
 
 
 
 
 
 
Per share information attributable to Lions Gate Entertainment Corp. shareholders:
 
 
 
 
 
 
 
Basic net loss per common share
$
(0.12
)
 
$
(0.28
)
 
$
(0.11
)
 
$
(0.01
)
Diluted net loss per common share
$
(0.12
)
 
$
(0.28
)
 
$
(0.11
)
 
$
(0.01
)
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
147,804

 
148,345

 
147,511

 
147,984

Diluted
147,804

 
148,345

 
147,511

 
147,984

 
 
 
 
 
 
 
 
Dividends declared per common share
$
—

 
$
0.09

 
$
0.09

 
$
0.16

See accompanying notes.

5

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

 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
 
(Amounts in thousands)
Net loss
$
(17,304
)
 
$
(42,069
)
 
$
(16,464
)
 
$
(1,385
)
Foreign currency translation adjustments, net of tax
(1,159
)
 
(1,497
)
 
(5,485
)
 
1,993

Net unrealized gain (loss) on available-for-sale securities, net of tax
5,980

 
(30,232
)
 
22,884

 
12,002

Net unrealized gain (loss) on foreign exchange contracts, net of tax
(383
)
 
2,987

 
(2,986
)
 
2,994

Comprehensive income (loss)
(12,866
)
 
(70,811
)
 
(2,051
)
 
15,604

Less: Comprehensive (income) loss attributable to noncontrolling interest
(154
)
 
—

 
260

 
—

Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders
$
(13,020
)
 
$
(70,811
)
 
$
(1,791
)
 
$
15,604

See accompanying notes.


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



 
Common Shares
 
Retained Earnings (Accumulated Deficit)
 
Accumulated
 Other
Comprehensive
Income (Loss)
 
 
 
Number
 
Amount
 
 
 
Total
 
(Amounts in thousands, except share amounts)
Balance at March 31, 2016
146,785,940

 
$
885,800

 
$
7,584

 
$
(43,111
)
 
$
850,273

Exercise of stock options
561,612

 
500

 
—

 
—

 
500

Share-based compensation, net of withholding tax obligations of $26,732
943,240

 
24,740

 
—

 
—

 
24,740

Issuance of common shares to directors for services
10,915

 
236

 
—

 
—

 
236

Dividends declared
—

 
(7,021
)
 
(6,264
)
 
—

 
(13,285
)
Net loss attributable to Lions Gate Entertainment Corp. shareholders
—

 
—

 
(16,204
)
 
—

 
(16,204
)
Foreign currency translation adjustments, net of tax
—

 
—

 
—

 
(5,485
)
 
(5,485
)
Net unrealized gain on available-for-sale securities, net of tax
—

 
—

 
—

 
22,884

 
22,884

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

 
—

 
—

 
(2,986
)
 
(2,986
)
Noncontrolling interest adjustments to redemption value
—

 
—

 
(3,569
)
 
—

 
(3,569
)
Balance at September 30, 2016
148,301,707

 
$
904,255

 
$
(18,453
)
 
$
(28,698
)
 
$
857,104


See accompanying notes.

7


LIONS GATE ENTERTAINMENT CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended
 
September 30,
 
2016
 
2015
 
(Amounts in thousands)
Operating Activities:
 
 
 
Net loss
$
(16,464
)
 
$
(1,385
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
9,963

 
4,350

Amortization of films and television programs
588,549

 
361,290

Amortization of debt discount and deferred financing costs
4,702

 
4,527

Non-cash share-based compensation
46,200

 
33,983

Other non-cash items
2,500

 
—

Equity interests income
(12,754
)
 
(18,537
)
Deferred income taxes
(86,861
)
 
(2,612
)
Changes in operating assets and liabilities:
 
 
 
Restricted cash
6

 
—

Accounts receivable, net
89,346

 
12,007

Investment in films and television programs
(446,670
)
 
(535,470
)
Other assets
(4,234
)
 
(1,828
)
Accounts payable and accrued liabilities
(8,449
)
 
(34,300
)
Participations and residuals
44,524

 
44,938

Film obligations
19,891

 
(11,148
)
Deferred revenue
(35,851
)
 
(24,423
)
Net Cash Flows Provided By (Used In) Operating Activities
194,398

 
(168,608
)
Investing Activities:
 
 
 
Investment in equity method investees
(5,344
)
 
(3,659
)
Distributions from equity method investees
2,263

 
—

Purchases of property and equipment
(6,301
)
 
(6,880
)
Net Cash Flows Used In Investing Activities
(9,382
)
 
(10,539
)
Financing Activities:
 
 
 
Senior revolving credit facility - borrowings
454,000

 
48,000

Senior revolving credit facility - repayments
(314,000
)
 
(48,000
)
Term Loan - borrowings, net of deferred financing costs of $964 in 2015
—

 
24,036

Convertible senior subordinated notes - repurchases
—

 
(5
)
Production loans - borrowings
152,296

 
370,945

Production loans - repayments
(373,726
)
 
(112,474
)
Dividends paid
(26,819
)
 
(20,563
)
Distributions to noncontrolling interest
(3,309
)
 
—

Exercise of stock options
500

 
4,453

Tax withholding required on equity awards
(27,253
)
 
(18,983
)
Net Cash Flows Provided By (Used In) Financing Activities
(138,311
)
 
247,409

Net Change In Cash And Cash Equivalents
46,705

 
68,262

Foreign Exchange Effects on Cash
1,506

 
(542
)
Cash and Cash Equivalents - Beginning Of Period
57,742

 
102,697

Cash and Cash Equivalents - End Of Period
$
105,953

 
$
170,417


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 premier next generation global content leader with a diversified presence in motion picture production and distribution, television programming and syndication, home entertainment, international distribution and sales, branded channel platforms, 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 and six months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2017. The balance sheet at March 31, 2016 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, 2016.
Certain amounts presented in prior years have been reclassified to conform to the current year’s presentation.
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 for investment in films and television programs; 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; 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
Revenue Recognition: In May 2014, the Financial Accounting Standards Board ("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 evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.
Presentation of Debt Issuance Costs: In April 2015, the FASB issued an accounting standards update relating to the presentation of debt issuance costs. The accounting update requires companies to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as an asset. The guidance is effective for the Company's fiscal year beginning April 1, 2016, and must be applied on a retrospective basis to all prior periods presented in the financial statements. The Company adopted the new guidance effective April 1, 2016, which resulted in the reclassification of approximately $21.3 million of debt issuance costs from other assets to their respective debt liabilities in the unaudited condensed consolidated balance sheets as of March 31, 2016.


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



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.

Employee Share-Based Payment Accounting: In March 2016, the FASB issued amended guidance related to employee share-based payment accounting. One aspect of the guidance, which will become effective on a prospective basis, requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. In addition, the guidance eliminates the requirement that excess tax benefits be realized (i.e., through a reduction in income taxes payable) before companies can recognize them. This part of the guidance will be applied using a modified retrospective transition method and will result in the Company recording a cumulative-effect adjustment in retained earnings for excess tax benefits not previously recognized. The guidance also requires presentation of excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity, and can be applied retrospectively or prospectively. The guidance also 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. Finally, the 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 current guidance). The guidance is effective for the Company's fiscal year beginning April 1, 2017, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

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 guidance is effective for the Company's fiscal year beginning April 1, 2017, with early adoption permitted. 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.




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



2. Investment in Films and Television Programs
 
September 30,
2016
 
March 31,
2016
 
(Amounts in thousands)
Motion Pictures Segment - Theatrical and Non-Theatrical Films
 
 
 
Released, net of accumulated amortization
$
554,132

 
$
584,419

Acquired libraries, net of accumulated amortization
2,849

 
3,612

Completed and not released
63,534

 
33,806

In progress
276,279

 
421,687

In development
35,031

 
28,148

Product inventory
22,730

 
20,693

 
954,555

 
1,092,365

Television Production Segment - Direct-to-Television Programs
 
 
 
Released, net of accumulated amortization
194,049

 
189,246

In progress
174,462

 
191,161

In development
5,732

 
5,524

 
374,243

 
385,931

 
$
1,328,798

 
$
1,478,296

The Company expects approximately 49% of completed films and television programs, net of accumulated amortization, will be amortized during the one-year period ending September 30, 2017. Additionally, the Company expects approximately 81% of completed and released films and television programs, net of accumulated amortization and excluding acquired libraries, will be amortized during the three-year period ending September 30, 2019.
During the three and six months ended September 30, 2016 and 2015, the Company performed fair value measurements related to certain films. 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 and six months ended September 30, 2016, the Company recorded $4.4 million and $6.3 million, respectively, of fair value film write-downs, as compared to $7.8 million and $8.5 million, respectively, of fair value film write-downs recorded during the three and six months ended September 30, 2015.

3. Investments
The carrying amounts of investments, by category, at September 30, 2016 and March 31, 2016 were as follows:
 
 
September 30,
2016
 
March 31,
2016
 
 
(Amounts in thousands)
Equity method investments
 
$
312,234

 
$
297,546

Available-for-sale securities
 
146,862

 
123,978

Cost method investments
 
43,191

 
42,822

 
 
$
502,287

 
$
464,346


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




Equity Method Investments:
The carrying amounts of equity method investments at September 30, 2016 and March 31, 2016 were as follows:
 
 
September 30,
2016
 
 
 
 
Equity Method Investee
Ownership
Percentage
 
September 30,
2016
 
March 31,
2016
 
 
 
(Amounts in thousands)
EPIX
31.2%
 
$
187,864

 
$
171,837

Pop
50.0%
 
99,012

 
98,719

Other
Various
 
25,358

 
26,990

 
 
 
$
312,234

 
$
297,546

Equity interests in equity method investments for the three and six months ended September 30, 2016 and 2015 were as follows (income (loss)):
 
 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
Equity Method Investee
2016
 
2015
 
2016
 
2015
 
(Amounts in thousands)
EPIX
$
5,070

 
$
8,157

 
$
16,027

 
$
21,229

Pop
(2,388
)
 
1,032

 
(2,074
)
 
665

Other
(774
)
 
(2,040
)
 
(1,199
)
 
(3,357
)
 
$
1,908

 
$
7,149

 
$
12,754

 
$
18,537

EPIX. In April 2008, the Company formed a joint venture with Viacom, its Paramount Pictures unit and Metro-Goldwyn-Mayer Studios 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 has received distributions from EPIX of $28.0 million. No distributions were received during the three and six months ended September 30, 2016 or 2015.
EPIX Financial Information:
The following table presents summarized balance sheet data as of September 30, 2016 and March 31, 2016 for EPIX:
 
 
September 30,
2016
 
March 31,
2016
 
(Amounts in thousands)
Current assets
$
380,847

 
$
355,735

Non-current assets
$
412,167

 
$
360,441

Current liabilities
$
101,067

 
$
90,837

Non-current liabilities
$
27,083

 
$
23,948

The following table presents the summarized statements of income for the three and six months ended September 30, 2016 and 2015 for EPIX and a reconciliation of the net income reported by EPIX to equity interest income recorded by the Company:

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



 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
 
(Amounts in thousands)
Revenues
$
98,580

 
$
105,243

 
$
196,875

 
$
216,593

Expenses:
 
 
 
 
 
 
 
Operating expenses
71,199

 
70,153

 
120,350

 
133,090

Selling, general and administrative expenses
6,654

 
6,345

 
12,815

 
12,135

Operating income
20,727

 
28,745

 
63,710

 
71,368

Interest and other expense
(227
)
 
(892
)
 
(210
)
 
(1,401
)
Net income
$
20,500

 
$
27,853

 
$
63,500

 
$
69,967

Reconciliation of net income reported by EPIX to equity interest income:
 
 
 
 
 
 
 
Net income reported by EPIX
$
20,500

 
$
27,853

 
$
63,500

 
$
69,967

Ownership interest in EPIX
31.15
%
 
31.15
%
 
31.15
%
 
31.15
%
The Company's share of net income
6,386

 
8,676

 
19,780

 
21,795

Eliminations of the Company’s share of profits on licensing sales to EPIX(1)
(3,068
)
 
(2,906
)
 
(6,774
)
 
(5,701
)
Realization of the Company’s share of profits on licensing sales to EPIX(2)
1,752

 
2,387

 
3,021

 
5,135

Total equity interest income recorded
$
5,070

 
$
8,157

 
$
16,027

 
$
21,229

_________________________
(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. The Company’s investment interest in Pop consists of an equity investment in its common stock units and mandatorily redeemable preferred stock units. The Company's partner in Pop, CBS TVG Inc. ("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 and six months ended September 30, 2016, the Company made no contributions to Pop (2015 - none and $0.8 million, respectively).
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.
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, a multi-platform digital media company with a strong presence in the youth market, 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 10.3%. 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 43.0% interest in Roadside Attractions.

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



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 49.0% interest in Pantelion Films.
Atom Tickets. Atom Tickets is the first-of-its-kind theatrical mobile ticketing platform and app. The Company made initial investments totaling $4.3 million in Atom Tickets during the year ended March 31, 2015. During the year ended March 31, 2016, the Company agreed to participate in an equity offering of Atom Tickets and subscribed for an additional $7.9 million. The Company owns an interest of approximately 19.3% 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.
Tribeca Short List. Tribeca Short List is a subscription video-on-demand service. The Company made an initial investment of $2.1 million during the year ended March 31, 2015, and during the year ended March 31, 2016, the Company made capital contributions to Tribeca Short List of $2.4 million, net of cash acquired of $0.4 million (see below). The Company holds a 75.0% economic interest in Tribeca Short List. Through October 17, 2015, the power to direct the activities that most significantly impact the economic performance of Tribeca Short List was shared equally with Tribeca Enterprises, and accordingly through October 17, 2015, the Company's interest in Tribeca Short List was accounted for under the equity method of accounting. Subsequent to October 17, 2015, the terms of the arrangement increased the Company's power to control the board, and the Company now has the power to direct the activities that most significantly impact the economic performance of Tribeca Short List. Accordingly, the Company has consolidated Tribeca Short List beginning in the quarter ended December 31, 2015, with no gain or loss recognized upon consolidation since the carrying value of the net assets approximated the fair value.

Available-for-Sale Securities:

The cost basis, unrealized losses and fair market value of available-for-sale securities are set forth below:

 
 
September 30,
2016
 
March 31,
2016
 
 
(Amounts in thousands)
Cost basis
 
$
158,916

 
$
158,916

Gross unrealized loss
 
(12,054
)
 
(34,938
)
Fair value
 
$
146,862

 
$
123,978


Starz. At September 30, 2016 and March 31, 2016, available-for-sale securities consisted of the Company's minority interest in Starz. On March 27, 2015, pursuant to the terms of a stock exchange agreement entered into on February 10, 2015 (the "Exchange Agreement"), the Company exchanged 4,967,695 of its newly issued common shares for 2,118,038 shares of Series A common stock of Starz and 2,590,597 shares of Series B common stock of Starz held by certain affiliates of John C. Malone ("Dr. Malone") (the exchange transaction, the "Exchange"). The Exchange Agreement placed certain restrictions on the ability to transfer the shares issued by the Company.

The Company classifies the Series A common stock of Starz within Level 1 of the fair value hierarchy as the valuation inputs are based on quoted prices in active markets (see Note 8). The Series B common stock of Starz are considered a Level 2 security because the quoted market prices are based on infrequent transactions. Therefore, the fair value of the Series B common stock, which is convertible, at the holder’s option, into Series A common stock of Starz is based on the quoted market price of the Series A common stock, which is an equivalent security other than for the voting rights.

As of September 30, 2016, the Company's investment in Starz was in an unrealized loss position, however due to the fluctuation of the security's market price in an active market and the short-term duration of the unrealized loss, the Company has the intent and ability to hold the securities until the fair value recovers. As of November 7, 2016, the fair value of the Company's minority interest in Starz was $155.2 million, compared to the Company's original cost basis of $158.9 million.
 
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. In February 2015, the Company invested $40.0 million in Telltale, which consisted of a cash investment in Telltale of $28.0 million in exchange for 2,628,072 of

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



Telltale's Series D Convertible Preferred Stock, and 361,229 newly issued common shares of the Company with a fair value of approximately $12.0 million in exchange for approximately 1,126,316 existing common shares of Telltale, representing in the aggregate an approximately 14% economic interest in Telltale.
Next Games. Next Games is a mobile games development company headquartered in Helsinki, Finland, with a focus on crafting visually impressive, highly engaging games. In July 2014, the Company invested $2.0 million in Next Games for a small minority ownership interest, and during the year ended March 31, 2016, the Company invested an additional $0.2 million in Next Games.


4. Other Assets
The composition of the Company’s other assets is as follows as of September 30, 2016 and March 31, 2016:
 
 
September 30,
2016
 
March 31,
2016
 
(Amounts in thousands)
Prepaid expenses and other
$
60,783

 
$
57,725

Finite-lived intangible assets
10,424

 
11,350

 
$
71,207

 
$
69,075

Prepaid Expenses and Other. Prepaid expenses and other primarily include prepaid expenses, security deposits, and other assets.
Finite-lived Intangible Assets. Finite-lived intangibles consist primarily of noncompete agreements, trademarks and trade names, and sales agency relationships. The composition of the Company's finite-lived intangible assets and the associated accumulated amortization is as follows as of September 30, 2016 and March 31, 2016:
 
September 30, 2016
 
March 31, 2016
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
(Amounts in thousands)
Finite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
Noncompete agreements
$
9,500

 
$
1,052

 
$
8,448

 
$
9,500

 
$
449

 
$
9,051

Trademarks and trade names
8,600

 
6,699

 
1,901

 
8,600

 
6,451

 
2,149

Sales agency relationships
6,200

 
6,125

 
75

 
6,200

 
6,050

 
150

 
$
24,300

 
$
13,876

 
$
10,424

 
$
24,300

 
$
12,950

 
$
11,350


Amortization expense associated with the Company's intangible assets for the three and six months ended September 30, 2016 was approximately $0.5 million and $0.9 million, respectively (2015 - $0.4 million and $0.6 million, respectively). Amortization expense remaining relating to intangible assets for each of the years ending March 31, 2017 through 2021 is estimated to be approximately $0.9 million, $1.4 million, $1.4 million, $1.4 million, and $1.4 million, respectively.



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



5. Corporate Debt

The total carrying values of corporate debt of the Company, excluding film obligations and production loans, were as follows as of September 30, 2016 and March 31, 2016, and are reflected net of unamortized debt issuance costs and unamortized discount if applicable:

 
September 30,
2016
 
March 31,
2016
 
(Amounts in thousands)
Senior revolving credit facility, net of debt issuance costs of $3,197 (March 31, 2016 - $4,864)
$
297,803

 
$
156,136

5.25% Senior Notes, net of debt issuance costs of $3,311 (March 31, 2016 - $4,204)
221,689

 
220,796

Term Loan Due 2022, net of debt issuance costs of $10,803 (March 31, 2016 - $11,793)
389,197

 
388,207

Convertible senior subordinated notes, net of debt issuance costs and unamortized discount of $710 (March 31, 2016 - $1,866)
101,140

 
99,984

 
$
1,009,829

 
$
865,123


The following table sets forth future annual contractual principal payment commitments of corporate debt as of September 30, 2016:
 
 
 
Conversion Price Per Share at September 30, 2016
 
Maturity Date
 
Year Ended March 31,
Debt Type
 
 
 
2017
 
2018
 
2019
 
2020
 
2021
 
Thereafter
 
Total
 
 
 
 
 
 
(Amounts in thousands)
Senior revolving credit facility
 
N/A
 
September 2017
 
$
—

 
$
301,000

 
$
—

 
$
—

 
$
—

 
$
—

 
$
301,000

5.25% Senior Notes
 
N/A
 
August 2018
 
—

 
—

 
225,000

 
—

 
—

 
—

 
225,000

Term Loan Due 2022
 
N/A
 
March 2022
 
—

 
—

 
—

 
—

 
—

 
400,000

 
400,000

Principal amounts of convertible senior subordinated notes:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
January 2012 4.00% Notes
 
$10.21
 
January 2017
 
41,850

 
—

 
—

 
—

 
—

 
—

 
41,850

April 2013 1.25% Notes
 
$29.19
 
April 2018
 
—

 
—

 
60,000

 
—

 
—

 
—

 
60,000

 
 
 
 
 
 
$
41,850

 
$
301,000

 
$
285,000

 
$
—

 
$
—

 
$
400,000

 
1,027,850

Less aggregate unamortized discount & debt issuance costs
 
 
 
 
 
 
 
 
 
 
 
 
 
(18,021
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
1,009,829


Senior Revolving Credit Facility
Availability of Funds. The senior revolving credit facility provides for borrowings and letters of credit up to an aggregate of $800.0 million, and at September 30, 2016 there was $499.0 million available (March 31, 2016 — $639.0 million). The availability of funds is limited by a borrowing base and also reduced by outstanding letters of credit, if any. There were no letters of credit outstanding at September 30, 2016 (March 31, 2016 — none).
Maturity Date. September 27, 2017.
Interest. Interest is payable at an alternative base rate, as defined, plus 1.5%, or LIBOR plus 2.5%, as designated by the Company. As of September 30, 2016, borrowings under the senior revolving credit facility bore interest of 2.5% over the LIBOR rate (effective interest rate of 3.03% and 2.94% on borrowings outstanding as of September 30, 2016 and March 31, 2016, respectively).

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



Commitment Fee. The Company is required to pay a quarterly commitment fee of 0.375% to 0.5% per annum, depending on the average balance of borrowings outstanding during the period, on the total senior revolving credit facility of $800 million less the amount drawn.
Security. Obligations are secured by collateral (as defined in the credit agreement) granted by the Company and certain subsidiaries of the Company, as well as a pledge of equity interests in certain of the Company’s subsidiaries.
Covenants. The senior revolving credit facility contains a number of covenants that, among other things, require the Company to satisfy certain financial covenants and restrict the ability of the Company to incur additional debt, pay dividends, make certain investments and acquisitions, repurchase its stock, prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, enter into sale-leaseback transactions, transfer and sell material assets and merge or consolidate. As of September 30, 2016, 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.

5.25% Senior Notes

Issuance Date. On July 19, 2013, Lions Gate Entertainment Corp. issued $225.0 million aggregate principal amount of 5.25% Senior Secured Second-Priority Notes (the "5.25% Senior Notes").

Interest. Interest is payable semi-annually on February 1 and August 1 of each year at a rate of 5.25% per year.

Maturity Date. August 1, 2018.

Optional Redemption. Redeemable by the Company, in whole or in part, at a price equal to 100% of the principal amount, plus the Applicable Premium, as defined in the indenture governing the 5.25% Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. The Applicable Premium amounts to the greater of (i) 1.0% of the principal amount redeemed and (ii) the excess of the present value of the principal amount of the notes redeemed plus interest through the maturity date over the principal amount of the notes redeemed on the redemption date.

Covenants. The 5.25% 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 September 30, 2016, the Company was in compliance with all applicable covenants.

Term Loan Due 2022

Issuance Date. On March 17, 2015, Lions Gate Entertainment Corp. entered into a second lien credit and guarantee agreement (the "Credit Agreement"), and pursuant to the Credit Agreement, borrowed a term loan in an aggregate amount of $375.0 million (the "Term Loan Due 2022"). In May 2015, Lions Gate Entertainment Corp. amended the Credit Agreement governing its Term Loan Due 2022, and pursuant to the amended Credit Agreement, borrowed an additional term loan in an aggregate amount of $25.0 million.

Interest. Interest on the Term Loan Due 2022 is payable on the last business day of each April, July, October and January at a rate of 5.00% per year.

Maturity Date. The Term Loan Due 2022 matures on March 17, 2022.

Optional Prepayment. The Company may voluntarily prepay the Term Loan Due 2022 at any time, provided that if prepaid (i) on or before March 17, 2017, the Company shall pay to lenders a prepayment premium of 2.0% on the principal amount prepaid; (ii) after March 17, 2017 and on or before March 17, 2018, the Company shall pay to lenders a prepayment premium of 1.0% on the principal amount prepaid; and (iii) on or after March 17, 2018, no prepayment premium shall be payable.

Covenants. Substantially similar to the 5.25% Senior Notes discussed above. As of September 30, 2016, the Company was in compliance with all applicable covenants.

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




Convertible Senior Subordinated Notes
Outstanding Amount and Terms. The following table sets forth the convertible senior subordinated notes outstanding and certain key terms of these notes at September 30, 2016 and March 31, 2016:
 
 
 
Maturity Date
 
Conversion Price Per Share at September 30, 2016
 
September 30, 2016
 
March 31, 2016
Convertible Senior Subordinated Notes
 
 
 
Principal
 
Unamortized Discount & Debt Issuance Costs
 
Net Carrying Amount
 
Principal
 
Unamortized Discount & Debt Issuance Costs
 
Net Carrying Amount
 
 
 
 
 
 
(Amounts in thousands)
January 2012 4.00% Notes
 
January 11, 2017
 
$10.21
 
$
41,850

 
$
(691
)
 
$
41,159

 
$
41,850

 
$
(1,840
)
 
$
40,010

April 2013 1.25% Notes
 
April 15, 2018
 
$29.19
 
60,000

 
(19
)
 
59,981

 
60,000

 
(26
)
 
59,974

 
 
 
 
 
 
$
101,850

 
$
(710
)
 
$
101,140

 
$
101,850

 
$
(1,866
)
 
$
99,984


January 2012 4.00% Notes: In January 2012, Lions Gate Entertainment Inc. ("LGEI") issued approximately $45.0 million of January 2012 4.00% Notes, of which $10.1 million was allocated to the equity component. Interest is payable semi-annually on January 15 and July 15 of each year.

April 2013 1.25% Notes: In April 2013, LGEI issued approximately $60.0 million in aggregate principal amount of April 2013 1.25% Notes. Interest is payable semi-annually on April 15 and October 15 of each year.

Conversion Features: The convertible senior subordinated notes are convertible, at any time, into the number of common shares of the Company determined by the principal amount being converted divided by the conversion price, subject to adjustment in certain circumstances, including upon the issuance of dividends.
 
The January 2012 4.00% Notes provide that upon conversion, the Company has the option to deliver, in lieu of common shares, cash or a combination of cash and common shares of the Company. Convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are recorded by separately accounting for the liability and equity component (i.e., conversion feature), thereby reducing the principal amount with a debt discount that is amortized as interest expense over the expected life of the note using the effective interest method. The effective interest rate on the liability component of the January 2012 4.00% Notes is 9.56%.

The April 2013 1.25% Notes are convertible only into the Company's common shares and do not carry an option to be settled in cash upon conversion, and accordingly, have been recorded at their principal amount (not reduced by a debt discount for the equity component).

Conversions. The following conversions were completed with respect to the Company's convertible senior subordinated notes in the six months ended September 30, 2015 (none in the six months ended September 30, 2016):

 
Six Months Ended
 
September 30,
 
2015
 
(Amounts in thousands, except share amounts)
April 2009 3.625% Notes
 
Principal amount converted
$
16,162

Common shares issued upon conversion
1,983,058

Weighted average conversion price per share
$
8.15


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



Interest Expense. Interest expense recognized for the convertible senior subordinated notes for the three and six months ended September 30, 2016 and 2015 is presented below:
 
 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
 
(Amounts in thousands)
Interest Expense
 
 
 
 
 
 
 
Contractual interest coupon
$
605

 
$
606

 
$
1,212

 
$
1,155

Amortization of discount on liability component and debt issuance costs
580

 
529

 
1,148

 
1,046

 
$
1,185

 
$
1,135

 
$
2,360

 
$
2,201



6. Participations and Residuals
The Company expects approximately 65% of accrued participations and residuals will be paid during the one-year period ending September 30, 2017.

Theatrical Slate Participation

On March 10, 2015, the Company 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 the Company’s 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 the Company's unaudited condensed consolidated balance sheet and amounted to $126.5 million at September 30, 2016 (March 31, 2016 - $61.3 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.



7. Film Obligations and Production Loans
 
 
September 30,
2016
 
March 31,
2016
 
(Amounts in thousands)
Film obligations
$
44,576

 
$
24,989

Production loans, net of debt issuance costs of $838 (March 31, 2016 - $342)
468,102

 
690,029

Total film obligations and production loans
$
512,678

 
$
715,018



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



The following table sets forth future annual repayment of film obligations and production loans as of September 30, 2016:
 
 
Six Months Ending
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
 
Year Ended March 31,
 
2017
 
2018
 
2019
 
2020
 
2021
 
Thereafter
 
Total
 
(Amounts in thousands)
Film obligations
$
42,560

 
$
1,085

 
$
1,000

 
$
—

 
$
—

 
$
—

 
$
44,645

Production loans
285,786

 
183,154

 
—

 
—

 
—

 
—

 
468,940

 
$
328,346

 
$
184,239

 
$
1,000

 
$
—

 
$
—

 
$
—

 
$
513,585

Less imputed interest on film obligations and debt issuance costs on production loans
 
 
 
 
 
 
 
 
 
 
 
 
(907
)
 
 
 
 
 
 
 
 
 
 
 
 
 
$
512,678

Film Obligations
Film obligations include minimum guarantees, 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 3.53% to 3.79%.


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
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, 5.25% Senior Notes, and Term Loan, 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.

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



The following table sets forth the assets and liabilities required to be carried at fair value on a recurring basis as of September 30, 2016 and March 31, 2016:
 
September 30, 2016
 
March 31, 2016
 
Level 1
 
Level 2
 
Total
 
Level 1
 
Level 2
 
Total
Assets:
(Amounts in thousands)
Available-for-sale securities (see Note 3):
 
 
 
 
 
 
 
 
 
 
 
Starz Series A common stock
$
66,062

 
$
—

 
$
66,062

 
$
55,768

 
$
—

 
$
55,768

Starz Series B common stock
—

 
80,800

 
80,800

 
—

 
68,210

 
68,210

 
 
 
 
 
 
 
 
 
 
 
 
Forward exchange contracts (see Note 18)
—

 
7,085

 
7,085

 
—

 
9,417

 
9,417

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Forward exchange contracts (see Note 18)
—

 
(158
)
 
(158
)
 
—

 
(748
)
 
(748
)
 
$
66,062

 
$
87,727

 
$
153,789

 
$
55,768

 
$
76,879

 
$
132,647


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 September 30, 2016 and March 31, 2016:
 
 
September 30, 2016
 
March 31, 2016
 
(Amounts in thousands)
 
Carrying
Value
 
Fair Value
 
Carrying Value
 
Fair Value
 
 
 
(Level 3)
 
 
 
(Level 3)
Assets:
 
 
 
 
 
 
 
Investment in Pop's Mandatorily Redeemable Preferred Stock Units
$
99,012

 
$
114,500

 
$
98,719

 
$
114,500

 
 
 
 
 
 
 
 
 
Carrying
Value
 
Fair Value
 
Carrying Value
 
Fair Value
 
 
 
(Level 2)
 
 
 
(Level 2)
Liabilities:
 
 
 
 
 
 
 
January 2012 4.00% Notes
41,159

 
42,135

 
40,010

 
41,477

April 2013 1.25% Notes
59,981

 
56,950

 
59,974

 
54,188

Production loans
468,102

 
468,940

 
690,029

 
690,371

5.25% Senior Notes
221,689

 
239,063

 
220,796

 
229,500

Term Loan
389,197

 
404,500

 
388,207

 
400,500

 
$
1,180,128

 
$
1,211,588

 
$
1,399,016

 
$
1,416,036



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



9. Mergers and Acquisitions

Starz Transaction. On June 30, 2016, Lionsgate and Starz entered into an Agreement and Plan of Merger (the "Merger Agreement") under which Lionsgate will acquire Starz for a combination of cash and common stock totaling approximately $4.4 billion enterprise value (the "Starz Transaction"). Under the terms of the Merger Agreement, immediately prior to consummation of the proposed merger, Lionsgate will effect the reclassification of its capital stock, pursuant to which each existing Lionsgate common share will be converted into 0.5 shares of a newly issued class of Lionsgate Class A voting shares and 0.5 shares of a newly issued class of Lionsgate Class B non-voting shares, subject to the terms and conditions of the Merger Agreement. Following the reclassification, in the proposed merger, (a) each share of Starz Series A common stock will be converted into the right to receive $18.00 in cash and 0.6784 of a share of Lionsgate Class B non-voting shares, and (b) each share of Starz Series B common stock will be converted into the right to receive $7.26 in cash, 0.6321 of a share of Lionsgate Class B non-voting shares and 0.6321 of a share of Lionsgate Class A voting shares, in each case, subject to the terms and conditions of the Merger Agreement. The total enterprise value of Starz based on the estimated value of purchase price consideration is approximately $4.4 billion, including cash, equity and Starz debt to be assumed. The Merger Agreement has been approved by the boards of directors of Lionsgate and Starz and will be submitted to their respective shareholders for approval as well as to regulatory authorities.
At the time of the Merger Agreement, Lionsgate had commitments of approximately $4.57 billion from banks to provide for (i) a $1.9 billion term loan B facility, (ii) a $1.0 billion term loan A facility, (iii) a $1.0 billion revolving credit facility (iv) a $520 million unsecured bridge facility and (v) a $150 million unsecured funded bridge facility. See Note 20 - Subsequent Events for further information.
In connection with the Merger Agreement, on June 30, 2016, Lions Gate entered into a Stock Exchange Agreement (the "Starz Exchange Agreement") with Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Lions Gate Entertainment Corp. ("Merger Sub") and certain stockholders of Starz (the "Exchange Stockholders"), pursuant to which, if the Merger Agreement is terminated (1) by Lionsgate because Starz' board of directors changes its recommendation in favor of the transactions (2) by Starz in order to enter into a superior transaction or (3) by either party because Starz' stockholders fail to approve the transactions, then the Exchange Stockholders will sell to Merger Sub all shares of Starz Series B Common Stock held by the Exchange Stockholders (the "Starz Exchange Shares"), which as of June 30, 2016 constituted approximately 69.9% of the total voting power of the issued and outstanding shares of Starz Series B Common Stock, in exchange for per share consideration of $7.26 in cash and 1.2642 newly issued shares of Lionsgate Common Stock (the "Lions Gate Exchange Shares"). At the election of Dr. John C. Malone, or if Lionsgate should fail to receive the required stockholder approval to issue the Lions Gate Exchange Shares, the Exchange Stockholders will instead receive per share consideration of $36.30 in cash for each Starz Exchange Share. Lions Gate plans to seek such required stockholder approval at the same meeting where it will seek the required approvals pursuant to the Merger Agreement.

The Merger Agreement contains certain termination rights for Lions Gate and Starz. The Merger Agreement can be terminated by either party (1) by mutual written consent; (2) if the Merger has not been consummated by an outside date of December 31, 2016 (which either party may generally extend to March 31, 2017 if the only closing condition that would not have been met was related to the receipt of certain regulatory approvals); (3) if there is a permanent, non-appealable injunction or law restraining or prohibiting the consummation of the Merger; (4) if either party’s stockholders fail to approve the transactions; (5) if the other party’s board of directors changes its recommendation in favor of the transactions; (6) if the other party materially breaches its non-solicitation covenant; or (7) if the other party has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period. The Merger Agreement can also be terminated by Starz (x) in order to enter into a superior transaction (subject to compliance with certain terms and conditions included in the Merger Agreement) or (y) if Lions Gate fails to consummate the Merger when otherwise required because of a failure to receive its debt financing.
 
Subject to the terms and conditions of the Merger Agreement, Starz will pay Lions Gate a termination fee of $150 million if (1) Starz terminates the Merger Agreement in order to enter into a superior transaction (subject to compliance with certain terms and conditions included in the Merger Agreement), (2) Lions Gate terminates the Merger Agreement because Starz’ board of directors changes its recommendation in favor of the transactions, (3) Lions Gate terminates the Merger Agreement because Starz materially breaches its non-solicitation covenant or (4) (a) an alternative transaction proposal is made to Starz, (b) thereafter the Merger Agreement is terminated (i) by either party for failure to consummate the Merger by the outside date (at such time as Starz’ stockholders have failed to approve the transactions and such termination does not result in the payment of a termination fee by Lions Gate), (ii) by either party because Starz’ stockholders fail to approve the transactions or (iii) by Lions Gate because Starz has breached its representations or covenants in a way that prevents satisfaction of a closing condition,

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



subject to a cure period, and (c) within 18 months of such termination, Starz enters into or consummates an alternative transaction.
 
Subject to the terms and conditions of the Merger Agreement, Lions Gate will pay Starz (1) a termination fee of $150 million if either party terminates the Merger Agreement because Lions Gate’s stockholders fail to approve the transactions, (2) a termination fee of $175 million if Starz terminates the Merger Agreement because Lions Gate’s board of directors changes its recommendation in favor of the transactions or because Lions Gate materially breaches its non-solicitation covenant, (3) a termination fee of $250 million if Starz terminates the Merger Agreement because Lions Gate fails to consummate the Merger when it would otherwise be required because of a failure to receive the debt financing and (4) a termination fee of $175 million if (a) an alternative transaction proposal is made to Lions Gate, (b) thereafter the Merger Agreement is terminated (i) by either party for failure to consummate the Merger by the outside date (at such time as Lions Gate’s stockholders have failed to approve the transactions and such termination does not result in the payment of a termination fee by Starz), (ii) by either party because Lions Gate’s stockholders fail to approve the transactions or (iii) by Starz because Lions Gate has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period, and (c) within 18 months of such termination, Lions Gate enters into or consummates an alternative transaction.
A description of the Merger Agreement and other transactional documents was disclosed by the Company on a Current Report on Form 8-K dated June 30, 2016, filed with the SEC on July 1, 2016. On August 1, 2016, the Company filed a Form S-4 Registration Statement with the SEC, as amended, which includes detailed information regarding the merger.
Acquisition of Pilgrim Media Group. On November 12, 2015, the Company purchased 62.5% of the membership interests in Pilgrim Media Group, LLC ("Pilgrim Media Group"), a worldwide independent reality television producer and distributor. The aggregate purchase price was approximately $201.7 million.
The purchase price consisted of $144.7 million in cash and 1,517,451 of the Company's common shares, valued at $57.0 million. These shares were valued based on the closing price of the Company’s common shares on the date of closing of the acquisition, discounted to the fair value of the shares considering certain transfer restrictions. The Company incurred approximately $3.4 million of acquisition-related costs that were expensed in general and administrative expenses during the year ended March 31, 2016.
The acquisition was accounted for as a purchase, with the results of operations of Pilgrim Media Group included in the Company's consolidated results from November 12, 2015. The purchase price of Pilgrim Media Group has been allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value. The Company used DCF analyses, which represent Level 3 fair value measurements, to assess certain components of its purchase price allocation. The allocation of the purchase price, including the fair value of redeemable noncontrolling interest recognized, is as follows:

Allocation of the total purchase consideration:
(Amounts in thousands)
Cash and cash equivalents
$
15,816

Accounts receivable, net
15,248

Investment in films and television programs, net
63,387

Other assets acquired
7,019

Finite-lived intangible assets:
 
Noncompete agreements
9,500

Trade name
2,000

Other liabilities assumed
(32,638
)
Fair value of net assets acquired
80,332

Goodwill
211,452

Redeemable noncontrolling interest (Note 10)
(90,128
)
 
$
201,656


Goodwill of $211.5 million represents the excess of the purchase price over the fair value of the underlying tangible and identifiable intangible assets acquired and liabilities assumed. The acquisition goodwill arises from the opportunity for synergies of the combined companies to grow and diversify the Company's television operations by adding nonfiction programming to complement its existing scripted production and syndication operations and leverage the strength of the Company's global distribution infrastructure. The goodwill recorded as part of this acquisition is included in the Television

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



Production segment. Although the goodwill will not be amortized for financial reporting purposes, it is anticipated that substantially all of the goodwill will be deductible for federal tax purposes over the statutory period of 15 years.

The following unaudited pro forma condensed consolidated statement of operations information presented below illustrate the results of operations of the Company as if the acquisition of Pilgrim Media Group as described above occurred on April 1, 2015. The statements of operations information below includes the statement of income of Pilgrim Media Group for the six months ended June 30, 2015 combined with the Company's statement of operations for the six months ended September 30, 2015.
 
 
Six Months Ended
 
 
September 30,
 
 
2015
 
 
(Amounts in thousands, except per share amounts)
Revenues
 
$
964,348

Net loss attributable to Lions Gate Entertainment Corp. shareholders
 
$
(2,438
)
Basic Net Loss Per Common Share attributable to Lions Gate Entertainment Corp. shareholders
 
$
(0.02
)
Diluted Net Loss Per Common Share attributable to Lions Gate Entertainment Corp. shareholders
 
$
(0.02
)
The unaudited pro forma condensed consolidated statement of operations information does not include adjustments for any restructuring activities, operating efficiencies or cost savings, and exclude certain one-time transactional costs of $7.7 million attributable to the noncontrolling shareholder expensed in connection with the transaction, as well as $3.4 million of acquisition-related costs that were expensed in general and administrative expenses during the year ended March 31, 2016.
There were no changes in the carrying amount of goodwill by reporting segment in the three and six months ended September 30, 2016.



10. Redeemable Noncontrolling Interest

In connection with the acquisition of a controlling interest in Pilgrim Media Group on November 12, 2015, the Company recorded a redeemable noncontrolling interest of $90.1 million, representing 37.5% of Pilgrim Media Group. The noncontrolling interest holder has a right to put and the Company has a right to call a portion of the noncontrolling interest, equal to 17.5% of Pilgrim Media Group, at fair value, subject to a cap, exercisable at five years after the acquisition date of November 12, 2015. In addition, the noncontrolling interest holder has a right to put and the Company has a right to call the remaining amount of noncontrolling interest at fair value, subject to a cap, exercisable at seven years after the acquisition date of November 12, 2015. The put and call options have been determined to be embedded in the noncontrolling interest, and because the put rights are outside the control of the Company and require partial cash settlement, the noncontrolling interest holder's interest is presented as redeemable noncontrolling interest outside of shareholders' equity on the Company's unaudited condensed consolidated balance sheets.

In addition, the noncontrolling interest holder is the President and CEO of Pilgrim Media Group, who will continue in this role pursuant to an employment contract entered into at the time of closing. Pursuant to the operating agreement, if the employment of the noncontrolling interest holder is terminated, under certain circumstances as defined in the operating agreement, the Company can call and the noncontrolling interest holder can put the noncontrolling interest at a discount to fair value. The amount of the discount related to the 17.5% noncontrolling interest is being expensed through the five-year call period, and the portion of the discount related to the remaining noncontrolling interest is being expensed over the seven-year call period. The amounts are included in general and administrative expense of Pilgrim Media Group and reflected as an addition to redeemable noncontrolling interest.

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, as discussed above, 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 as discussed above. The amount of the redemption

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



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.

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

 
Six Months Ended
 
September 30,
 
2016
 
(Amounts in thousands)
Beginning balance
$
90,525

Net loss of Pilgrim Media Group attributable to noncontrolling interest
(260
)
Noncontrolling interest discount accretion
2,500

Adjustments to redemption value
3,569

Cash distributions
(3,309
)
Ending balance
$
93,025



11. Net Loss Per Share
Basic net loss per share is calculated based on the weighted average common shares outstanding for the period. Basic and diluted net loss per share for the three and six months ended September 30, 2016 and 2015 are presented below:
 
 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
 
(Amounts in thousands, except per share amounts)
Basic and Diluted Net Loss Per Common Share:
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Net loss attributable to Lions Gate Entertainment Corp. shareholders
$
(17,458
)
 
$
(42,069
)
 
$
(16,204
)
 
$
(1,385
)
Denominator:
 
 
 
 
 
 
 
Weighted average common shares outstanding
147,804

 
148,345

 
147,511

 
147,984

Basic and diluted net loss per common share
$
(0.12
)
 
$
(0.28
)
 
$
(0.11
)
 
$
(0.01
)

The exercise of common share equivalents including stock options, the conversion of convertible senior subordinated notes and restricted share units ("RSUs") could potentially dilute net income (loss) per share in the future, but were not reflected in diluted net loss per common share during the periods presented because their effect is anti-dilutive.



12. Capital Stock

(a) Common Shares
The Company had 500 million authorized common shares at September 30, 2016 and March 31, 2016. The table below outlines common shares reserved for future issuance:
 

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



 
September 30,
2016
 
March 31,
2016
 
(Amounts in thousands)
Stock options outstanding, average exercise price $26.88 (March 31, 2016 - $24.55)
14,040

 
15,332

Restricted share units — unvested
1,318

 
1,647

Share purchase options and restricted share units available for future issuance
968

 
2,093

Shares issuable upon conversion of January 2012 4.00% Notes at conversion price of $10.21 per share (March 31, 2016 - $10.26)
4,099

 
4,079

Shares issuable upon conversion of April 2013 1.25% Notes at conversion price of $29.19 per share (March 31, 2016 - $29.32)
2,055

 
2,046

Shares reserved for future issuance
22,480

 
25,197


The Company's 2012 Performance Incentive Plan was amended on October 3, 2016 (the "2012 Plan") to provide for the issuance of up to 31.6 million (an increase of 4.0 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.

(b) Share-based Compensation

The Company recognized the following share-based compensation expense during the three and six months ended September 30, 2016, and 2015:
 
 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
 
(Amounts in thousands)
Compensation Expense:
 
 
 
 
 
 
 
Stock Options
$
8,481

 
$
10,289

 
$
16,206

 
$
19,523

Restricted Share Units and Other Share-based Compensation
13,156

 
7,103

 
27,611

 
14,460

Share Appreciation Rights
—

 
—

 
—

 
288

 
21,637

 
17,392

 
43,817

 
34,271

Impact of accelerated vesting on stock options and restricted share units(1)
2,383

 
—

 
2,383

 
—

Total share-based compensation expense
$
24,020

 
$
17,392

 
$
46,200

 
$
34,271

 
 
 
 
 
 
 
 
Tax impact(2)
(8,355
)
 
(6,378
)
 
(16,040
)
 
(12,567
)
Reduction in net income
$
15,665

 
$
11,014

 
$
30,160

 
$
21,704

___________________
(1)
Represents the impact of the acceleration of certain vesting schedules for stock options and restricted share units pursuant to certain severance arrangements.
(2)
Represents the income tax benefit recognized in the statements of operations for share-based compensation arrangements.


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



The following table sets forth the stock option and restricted share unit activity during the six months ended September 30, 2016:
 
Stock Options
 
Weighted-Average Exercise Price
 
Restricted Share Units
 
Weighted-Average Grant-Date Fair Value
Outstanding at March 31, 2016
16,093,896

 
$23.83
 
1,647,432

 
$31.74
Granted
1,197,067

 
$27.66
 
1,390,073

 
$20.93
Options exercised or RSUs vested
(2,132,038
)
 
$9.76
 
(1,626,789
)
 
$24.64
Forfeited or expired
(356,589
)
 
$31.36
 
(92,582
)
 
$32.44
Outstanding at September 30, 2016
14,802,336

 
$25.99
 
1,318,134

 
$29.05
There were no excess tax benefits realized from tax deductions associated with option exercises and RSU activity for the six months ended September 30, 2016 (2015 - none).
Total unrecognized compensation cost related to unvested stock options and restricted share unit awards at September 30, 2016 are $34.5 million and $24.5 million, respectively, and are expected to be recognized over a weighted average period of 1.0 and 1.6 years, respectively.

(c) Dividends

On September 22, 2016, the Company announced that, as contemplated in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 1, 2016, as amended, its Board of Directors suspended the Company’s quarterly cash dividend beginning immediately due to its anticipated merger with Starz.

(d) Shareholder Transactions

In November 2015, the Company was advised that each of Liberty Global Incorporated Limited (“Liberty”), a limited company organized under the laws of the United Kingdom and a wholly owned subsidiary of Liberty Global plc, and Discovery Lightning Investments Ltd. (“Discovery”), a limited company organized under the laws of the United Kingdom and a wholly owned subsidiary of Discovery Communications, Inc., agreed to each purchase 5,000,000 common shares, no par value per share, of the Company from funds affiliated with MHR Fund Management, LLC (“MHR Fund Management”). In connection with the purchases, the Company entered into separate registration rights agreements with each of Liberty and Discovery, and amended the registration rights agreement with MHR Fund Management, which provide Liberty, Discovery and MHR Fund Management (together with certain of their affiliates) with certain registration rights, subject to the terms and conditions set forth therein. The Company also entered into an underwriting agreement with J.P. Morgan Securities LLC, as underwriter, Liberty, Discovery and Bank of America, N.A. in connection with a registered underwritten secondary public offering of the common shares. Among other transaction costs, the Company has incurred expenses on behalf of MHR Fund Management for certain costs related to the registration and offering of the common shares. Such costs, amounting to approximately $0.8 million, were included in general and administration expense in the consolidated statement of income for the year ended March 31, 2016. Mark H. Rachesky, the Chairman of the Board of the Company, is the principal of MHR Fund Management, which holds approximately 20.4% of the Company’s outstanding common stock as of November 1, 2016. The registration and offering were disclosed by the Company on Current Reports on Form 8-K dated November 10, 2015 and November 13, 2015.


13. Income Taxes
In the quarter ended September 30, 2016, the Company determined that a small change in its estimated pretax results for the year ending March 31, 2017 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 resulted in an income tax benefit of $53.6 million and $79.9 million for the three and six months ended September 30, 2016, respectively, based on the actual taxes attributable to its year-to-date earnings. This tax benefit is 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.

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



The income tax provision for the three and six months ended September 30, 2015 was calculated by estimating the Company's annual effective tax rate, and then applying the effective tax rate to income before income taxes for the period, along with any items that relate discretely to the period.
The Company's effective tax rate differs from the federal statutory rate, has changed from the prior period and could fluctuate significantly in the future, as the Company's effective tax rates are 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.


14. Government Assistance
Tax credits earned for film and television production activity for the three and six months ended September 30, 2016 and 2015 totaled $30.1 million and $54.2 million, respectively (2015 - $85.9 million and $103.6 million, respectively) and are recorded as a reduction of the cost of the related film and television program. Accounts receivable at September 30, 2016 includes $290.7 million with respect to tax credits receivable (March 31, 2016 - $257.1 million).
The Company is subject to routine inquiries and review by regulatory authorities of its various incentive claims which have been received or are receivable. Adjustments of claims have generally not been material historically.

15. Segment Information
The Company’s reportable segments are determined based on the distinct nature of their operations and each segment is a strategic business unit that offers different products and services and is managed separately. The Company has two reportable business segments as of September 30, 2016: Motion Pictures and Television Production.
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.
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.


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



Segment information by business unit is as follows:

 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
 
(Amounts in thousands)
Segment revenues
 
 
 
 
 
 
 
Motion Pictures
$
464,398

 
$
353,929

 
$
826,875

 
$
629,317

Television Production
175,136

 
122,830

 
366,234

 
256,383

 
$
639,534

 
$
476,759

 
$
1,193,109

 
$
885,700

Gross segment contribution
 
 
 
 
 
 
 
Motion Pictures
$
27,700

 
$
18,376

 
$
84,133

 
$
98,000

Television Production
20,325

 
9,554

 
38,069

 
32,703

 
$
48,025

 
$
27,930

 
$
122,202

 
$
130,703

Segment general and administration
 
 
 
 
 
 
 
Motion Pictures
$
21,078

 
$
18,766

 
$
42,096

 
$
36,967

Television Production
8,233

 
4,521

 
15,034

 
8,903

 
$
29,311

 
$
23,287

 
$
57,130

 
$
45,870

Segment profit (loss)
 
 
 
 
 
 
 
Motion Pictures
$
6,622

 
$
(390
)
 
$
42,037

 
$
61,033

Television Production
12,092

 
5,033

 
23,035

 
23,800

 
$
18,714

 
$
4,643

 
$
65,072

 
$
84,833


Gross segment contribution is defined as segment revenue less segment direct operating and distribution and marketing expenses, and excludes purchase accounting and related adjustments, start-up costs of new business initiatives, non-cash imputed interest charge, and backstopped prints and advertising ("P&A") expense. Gross segment contribution amounts for the three and six months ended September 30, 2015 reflect the reclassification of $2.9 million and $6.8 million, respectively, of backstopped P&A from Motion Pictures distribution and marketing expenses in order to be consistent with the current period presentation.
Segment profit is defined as gross segment contribution less segment general and administration expenses. The reconciliation of total segment profit to the Company’s loss before income taxes is as follows:
 

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



 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
 
(Amounts in thousands)
Company’s total segment profit
$
18,714

 
$
4,643

 
$
65,072

 
$
84,833

Share-based compensation expense
(21,637
)
 
(17,392
)
 
(43,817
)
 
(34,271
)
Restructuring and other items(1)
(10,257
)
 
(4,207
)
 
(17,688
)
 
(4,207
)
Non-cash imputed interest charge(2)
(340
)
 
—

 
(961
)
 
—

Purchase accounting and related adjustments(3)
(4,599
)
 
—

 
(10,153
)
 
—

Start-up losses of new business initiatives(4)
(8,748
)
 
(416
)
 
(18,318
)
 
(416
)
Backstopped prints and advertising expense(5)
(8,114
)
 
2,879

 
(8,258
)
 
6,813

General and administrative expenses for corporate and shared services
(18,837
)
 
(22,275
)
 
(36,102
)
 
(43,525
)
Depreciation and amortization
(4,347
)
 
(2,520
)
 
(9,963
)
 
(4,350
)
Operating income (loss)
(58,165
)
 
(39,288
)
 
(80,188
)
 
4,877

Interest expense
(15,882
)
 
(12,630
)
 
(31,116
)
 
(25,255
)
Interest and other income
1,231

 
555

 
2,180

 
1,155

Equity interests income
1,908

 
7,149

 
12,754

 
18,537

Loss before income taxes
$
(70,908
)
 
$
(44,214
)
 
$
(96,370
)
 
$
(686
)
___________________
(1)
Restructuring and other items includes restructuring and severance costs, certain transaction related costs, and certain unusual items, when applicable, included in general and administrative expense. Amounts in the three and six months ended September 30, 2016 primarily represent professional fees associated with the Starz Transaction (see Note 9) and certain severance costs, of which approximately $2.4 million are non-cash charges resulting from the acceleration of vesting of stock awards (see Note 12). Amounts in the three and six months ended September 30, 2015 represent pension withdrawal costs of $2.7 million related to an underfunded multi-employer pension plan that the Company is no longer participating in, and professional fees associated with certain strategic transactions.
(2)
Non-cash imputed interest charge represents a charge associated with the interest cost of long-term accounts receivable for Television Production licensed product that become due beyond one-year.
(3)
Purchase accounting and related adjustments in the three and six months ended September 30, 2016 represent the incremental amortization expense associated with the non-cash fair value adjustments on television assets of $3.3 million and $7.7 million, respectively, included in direct operating expense resulting from the application of purchase accounting and the charge of $1.3 million and $2.5 million, respectively, included in general and administrative expense related to the accretion of the noncontrolling interest discount (see Note 10).
(4)
Start-up losses of new business initiatives represent losses associated with the Company's direct to consumer initiatives including its subscription video-on-demand platforms. In the three and six months ended September 30, 2016, $3.2 million and $5.9 million, respectively, of the start-up losses are included in the Company's consolidated general and administrative expense (2015 - $0.4 million and $0.4 million, respectively).
(5)
Backstopped P&A represents the amount of theatrical marketing expense for third party titles that the Company funded and expensed for which a third party provides a first dollar loss guarantee (subject to a cap) that such expense will be recouped from the performance of the film (which results in minimal risk of loss to the Company). The amount represents the P&A expense incurred and expensed net of the impact of expensing the P&A cost over the revenue streams similar to a participation expense (i.e., the P&A under these arrangements are being expensed similar to a participation cost for purposes of measuring segment profit).



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



The following table sets forth revenues by media as broken down by segment for the three and six months ended September 30, 2016 and 2015:
 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
 
(Amounts in thousands)
Segment revenues:
 
 
 
 
 
 
 
Motion Pictures
 
 
 
 
 
 
 
Theatrical
$
62,020

 
$
26,285

 
$
109,210

 
$
49,397

Home Entertainment
157,498

 
147,006

 
300,998

 
262,432

Television
69,326

 
59,883

 
122,663

 
108,325

International
168,250

 
107,803

 
282,025

 
192,606

Other
7,304

 
12,952

 
11,979

 
16,557

Total Motion Pictures revenues
$
464,398

 
$
353,929

 
$
826,875

 
$
629,317

Television Production
 
 
 
 
 
 
 
Domestic Television
154,424

 
87,928

 
307,427

 
146,919

International
15,916

 
26,439

 
43,651

 
85,839

Home Entertainment
3,246

 
6,462

 
10,025

 
20,541

Other
1,550

 
2,001

 
5,131

 
3,084

Total Television Production revenues
$
175,136

 
$
122,830

 
$
366,234

 
$
256,383

Total revenues
$
639,534

 
$
476,759

 
$
1,193,109

 
$
885,700


The following table sets forth significant assets as broken down by segment and other unallocated assets as of September 30, 2016 and March 31, 2016:
 
 
September 30, 2016
 
March 31, 2016
 
Motion
Pictures
 
Television
Production
 
Total
 
Motion
Pictures
 
Television
Production
 
Total
 
(Amounts in thousands)
Significant assets by segment
 
 
 
 
 
 
 
 
 
 
 
Accounts receivable
$
477,722

 
$
475,529

 
$
953,251

 
$
557,532

 
$
491,757

 
$
1,049,289

Investment in films and television programs, net
954,555

 
374,243

 
1,328,798

 
1,092,365

 
385,931

 
1,478,296

Goodwill
294,367

 
240,413

 
534,780

 
294,367

 
240,413

 
534,780

 
$
1,726,644

 
$
1,090,185

 
$
2,816,829

 
$
1,944,264

 
$
1,118,101

 
$
3,062,365

Other unallocated assets (primarily cash, other assets, and investments)
 
 
 
 
948,129

 
 
 
 
 
771,874

Total assets
 
 
 
 
$
3,764,958

 
 
 
 
 
$
3,834,239



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



The following table sets forth acquisition of investment in films and television programs as broken down by segment for the three and six months ended September 30, 2016 and 2015:
 
Three Months Ended
 
Six Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
 
(Amounts in thousands)
Acquisition of investment in films and television programs
 
 
 
 
 
 
 
Motion Pictures
$
98,131

 
$
129,185

 
$
257,501

 
$
364,422

Television Production
98,528

 
90,424

 
189,169

 
171,048

 
$
196,659

 
$
219,609

 
$
446,670

 
$
535,470


Purchases of property and equipment amounted to $3.4 million and $6.3 million for the three and six months ended September 30, 2016, respectively, and $3.6 million and $6.9 million for the three and six months ended September 30, 2015, respectively, primarily pertaining to purchases for the Company’s corporate headquarters.


16. 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, 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.

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: Freedman v. Malone, et al., C.A. No. 12571-VCG; Oklahoma Police Pension & Retirement System v. Malone, et al., C.A. No. 12584-VCG; The Firemen’s Retirement System of St. Louis v. Malone, et al., C.A. No. 12596-VCG; City of Cambridge Retirement System v. Malone, et al., C.A. No. 12598-VCG; Norfolk County Retirement System v. Malone, et al., C.A. No. 12599-VCG; City of Providence v. Starz, et al., C.A. No. 12604; and Teamsters Local 170 Pension Fund v. Lions Gate Entertainment Corp., et al., C.A. No. 12705. The complaints name as defendants the members of the board of directors of Starz, Dr. Malone and Mr. Bennett, as well as Lions Gate and Merger Sub. Some of the complaints also name as defendants Starz, Leslie Malone, The Tracey L. Neal Trust A, The Evan D. Malone Trust A, Deborah J. Bennett, Hilltop Investments, LLC (“Hilltop”), Dr. Rachesky and LionTree. The complaints allege, 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; that Dr. Malone (and, in one action, Mr. Bennett) is a controlling stockholder who breached fiduciary duties owed to other Starz stockholders in connection with the merger (and, in certain of the actions, by entering into the exchange agreement); and that some or all of Starz, Lions Gate, Merger Sub, The Tracey L. Neal Trust A, The Evan D. Malone Trust A, Deborah J. Bennett, Hilltop, and LionTree aided and abetted such breaches of fiduciary duty. Some or all of the complaints seek, among other relief, rescission of the proposed merger, an injunction to prevent the merger from proceeding, a judgment declaring the exchange agreement is invalid and void, damages, and/or attorneys’ fees. The 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. On August 18, 2016, plaintiffs in the consolidated action filed a motion for expedited proceedings. On September 22, 2016, the court denied the motion.

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 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

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



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. Defendants believe that the complaints are without merit and intend to defend the actions vigorously.

17. Consolidating Financial Information — Convertible Senior Subordinated Notes

The January 2012 4.00% Notes and the April 2013 1.25% Notes by their terms, are fully and unconditionally guaranteed by the Company. LGEI, the issuer of the January 2012 4.00% Notes and 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 September 30, 2016 and March 31, 2016, and for the six months ended September 30, 2016 and 2015 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.
 
 
As of
 
September 30, 2016
 
Lions Gate
Entertainment
Corp.
 
Lions Gate
Entertainment
Inc.
 
Non-guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Lions Gate
Consolidated
 
(Amounts in thousands)
BALANCE SHEET
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,354

 
$
55,329

 
$
49,270

 
$
—

 
$
105,953

Restricted cash
—

 
2,900

 
—

 
—

 
2,900

Accounts receivable, net
862

 
1,935

 
950,454

 
—

 
953,251

Investment in films and television programs, net
—

 
6,462

 
1,322,336

 
—

 
1,328,798

Property and equipment, net
—

 
36,438

 
6,217

 
—

 
42,655

Investments
40,072

 
15,526

 
446,689

 
—

 
502,287

Goodwill
10,172

 
—

 
524,608

 
—

 
534,780

Other assets
3,790

 
39,753

 
32,785

 
(5,121
)
 
71,207

Deferred tax assets
—

 
210,163

 
12,964

 
—

 
223,127

Subsidiary investments and advances
1,721,926

 
1,644,298

 
3,113,325

 
(6,479,549
)
 
—

 
$
1,778,176

 
$
2,012,804

 
$
6,458,648

 
$
(6,484,670
)
 
$
3,764,958

Liabilities and Shareholders' Equity (Deficiency)
 
 
 
 
 
 
 
 
 
Senior revolving credit facility
$
297,803

 
$
—

 
$
—

 
$
—

 
$
297,803

5.25% Senior Notes
221,689

 
—

 
—

 
—

 
221,689

Term Loan
389,197

 
—

 
—

 
—

 
389,197

Accounts payable and accrued liabilities
12,383

 
76,082

 
260,225

 
—

 
348,690

Participations and residuals
—

 
3,528

 
648,066

 
—

 
651,594

Film obligations and production loans
—

 
—

 
512,678

 
—

 
512,678

Convertible senior subordinated notes
—

 
101,140

 
—

 
—

 
101,140

Deferred revenue
—

 
3,599

 
288,439

 
—

 
292,038

Intercompany payable
—

 
2,246,129

 
2,409,403

 
(4,655,532
)
 
—

Redeemable noncontrolling interest
—

 
—

 
93,025

 
—

 
93,025

Total shareholders' equity (deficiency)
857,104

 
(417,674
)
 
2,246,812

 
(1,829,138
)
 
857,104

 
$
1,778,176

 
$
2,012,804

 
$
6,458,648

 
$
(6,484,670
)
 
$
3,764,958



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



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

 
$
8,823

 
$
1,184,286

 
$
—

 
$
1,193,109

EXPENSES:
 
 
 
 
 
 
 
 
 
Direct operating
6

 
1,464

 
751,714

 
—

 
753,184

Distribution and marketing
—

 
460

 
346,532

 
—

 
346,992

General and administration
1,297

 
92,387

 
70,111

 
(637
)
 
163,158

Depreciation and amortization
—

 
5,857

 
4,106

 
—

 
9,963

Total expenses
1,303

 
100,168

 
1,172,463

 
(637
)
 
1,273,297

OPERATING INCOME (LOSS)
(1,303
)
 
(91,345
)
 
11,823

 
637

 
(80,188
)
Other expenses (income):
 
 
 
 
 
 
 
 
 
Interest expense
22,869

 
114,169

 
91,471

 
(197,393
)
 
31,116

Interest and other income
(107,808
)
 
—

 
(91,489
)
 
197,117

 
(2,180
)
Total other expenses (income)
(84,939
)
 
114,169

 
(18
)
 
(276
)
 
28,936

INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES
83,636

 
(205,514
)
 
11,841

 
913

 
(109,124
)
Equity interests income (loss)
(96,890
)
 
24,108

 
13,604

 
71,932

 
12,754

INCOME (LOSS) BEFORE INCOME TAXES
(13,254
)
 
(181,406
)
 
25,445

 
72,845

 
(96,370
)
Income tax provision (benefit)
2,950

 
(84,516
)
 
11,156

 
(9,496
)
 
(79,906
)
NET INCOME (LOSS)
(16,204
)
 
(96,890
)
 
14,289

 
82,341

 
(16,464
)
Less: Net loss attributable to noncontrolling interest
—

 
—

 
—

 
260

 
260

Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders
$
(16,204
)
 
$
(96,890
)
 
$
14,289

 
$
82,601

 
$
(16,204
)
 
Six Months Ended
 
September 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 thousands)
 
 
NET INCOME (LOSS)
$
(16,204
)
 
$
(96,890
)
 
$
14,289

 
$
82,341

 
$
(16,464
)
Foreign currency translation adjustments, net of tax
(5,485
)
 
(8,901
)
 
(9,090
)
 
17,991

 
(5,485
)
Net unrealized gain on available-for-sale securities, net of tax
22,884

 
—

 
22,884

 
(22,884
)
 
22,884

Net unrealized gain on foreign exchange contracts, net of tax
(2,986
)
 
—

 
(2,986
)
 
2,986

 
(2,986
)
COMPREHENSIVE INCOME (LOSS)
(1,791
)
 
(105,791
)
 
25,097

 
80,434

 
(2,051
)
Less: Comprehensive loss attributable to noncontrolling interest
—

 
—

 
—

 
260

 
260

Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders
$
(1,791
)
 
$
(105,791
)
 
$
25,097

 
$
80,694

 
$
(1,791
)


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



 
Six Months Ended
 
September 30, 2016
 
Lions Gate
Entertainment
Corp.
 
Lions Gate
Entertainment
Inc.
 
Non-guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Lions Gate
Consolidated
 
(Amounts in thousands)
STATEMENT OF CASH FLOWS
 
 
 
 
 
 
 
 
 
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
$
(85,736
)
 
$
32,731

 
$
247,403

 
$
—

 
$
194,398

INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Investment in equity method investees
—

 
(1,000
)
 
(4,344
)
 
—

 
(5,344
)
Distributions from equity method investees
—

 
—

 
2,263

 
—

 
2,263

Purchases of property and equipment
—

 
(4,493
)
 
(1,808
)
 
—

 
(6,301
)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
—

 
(5,493
)
 
(3,889
)
 
—

 
(9,382
)
FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Senior revolving credit facility - borrowings
454,000

 
—

 
—

 
—

 
454,000

Senior revolving credit facility - repayments
(314,000
)
 
—

 
—

 
—

 
(314,000
)
Production loans - borrowings
—

 
—

 
152,296

 
—

 
152,296

Production loans - repayments
—

 
—

 
(373,726
)
 
—

 
(373,726
)
Dividends paid
(26,819
)
 
—

 
—

 
—

 
(26,819
)
Distributions to noncontrolling interest
—

 
—

 
(3,309
)
 
—

 
(3,309
)
Exercise of stock options
500

 
—

 
—

 
—

 
500

Tax withholding required on equity awards
(27,253
)
 
—

 
—

 
—

 
(27,253
)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
86,428

 
—

 
(224,739
)
 
—

 
(138,311
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
692

 
27,238

 
18,775

 
—

 
46,705

FOREIGN EXCHANGE EFFECTS ON CASH
8

 
—

 
1,498

 
—

 
1,506

CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD
654

 
28,091

 
28,997

 
—

 
57,742

CASH AND CASH EQUIVALENTS — END OF PERIOD
$
1,354

 
$
55,329

 
$
49,270

 
$
—

 
$
105,953



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



 
As of
 
March 31, 2016
 
Lions Gate
Entertainment
Corp.
 
Lions Gate
Entertainment
Inc.
 
Non-guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Lions Gate
Consolidated
 
(Amounts in thousands)
BALANCE SHEET
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
654

 
$
28,091

 
$
28,997

 
$
—

 
$
57,742

Restricted cash
—

 
2,906

 
—

 
—

 
2,906

Accounts receivable, net
676

 
1,579

 
1,047,034

 
—

 
1,049,289

Investment in films and television programs, net
—

 
6,407

 
1,471,889

 
—

 
1,478,296

Property and equipment, net
—

 
36,171

 
7,213

 
—

 
43,384

Investments
40,072

 
15,354

 
408,920

 
—

 
464,346

Goodwill
10,172

 
—

 
524,608

 
—

 
534,780

Other assets
314

 
42,143

 
32,015

 
(5,397
)
 
69,075

Deferred tax assets
1,502

 
121,725

 
11,194

 
—

 
134,421

Subsidiary investments and advances
1,584,187

 
1,518,348

 
3,094,974

 
(6,197,509
)
 
—

 
$
1,637,577

 
$
1,772,724

 
$
6,626,844

 
$
(6,202,906
)
 
$
3,834,239

Liabilities and Shareholders' Equity (Deficiency)
 
 
 
 
 
 
 
 
 
Senior revolving credit facility
$
156,136

 
$
—

 
$
—

 
$
—

 
$
156,136

5.25% Senior Notes
220,796

 
—

 
—

 
—

 
220,796

Term Loan
388,207

 
—

 
—

 
—

 
388,207

Accounts payable and accrued liabilities
22,165

 
89,903

 
265,630

 
—

 
377,698

Participations and residuals
—

 
3,663

 
603,695

 
—

 
607,358

Film obligations and production loans
—

 
—

 
715,018

 
—

 
715,018

Convertible senior subordinated notes
—

 
99,984

 
—

 
—

 
99,984

Deferred revenue
—

 
4,833

 
323,411

 
—

 
328,244

Intercompany payable
—

 
1,906,899

 
2,415,792

 
(4,322,691
)
 
—

Redeemable noncontrolling interest
—

 
—

 
90,525

 
—

 
90,525

Total shareholders' equity (deficiency)
850,273

 
(332,558
)
 
2,212,773

 
(1,880,215
)
 
850,273

 
$
1,637,577

 
$
1,772,724

 
$
6,626,844

 
$
(6,202,906
)
 
$
3,834,239




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



 
Six Months Ended
 
September 30, 2015
 
Lions Gate
Entertainment
Corp.
 
Lions Gate
Entertainment
Inc.
 
Non-guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Lions Gate
Consolidated
 
(Amounts in thousands)
STATEMENT OF OPERATIONS
 
 
 
 
 
 
 
 
 
Revenues
$
—

 
$
14,215

 
$
872,182

 
$
(697
)
 
$
885,700

EXPENSES:
 
 
 
 
 
 
 
 
 
Direct operating
597

 
(163
)
 
522,686

 
—

 
523,120

Distribution and marketing
—

 
3,530

 
221,534

 
—

 
225,064

General and administration
3,042

 
78,875

 
47,197

 
(825
)
 
128,289

Depreciation and amortization
—

 
3,747

 
603

 
—

 
4,350

Total expenses
3,639

 
85,989

 
792,020

 
(825
)
 
880,823

OPERATING INCOME (LOSS)
(3,639
)
 
(71,774
)
 
80,162

 
128

 
4,877

Other expenses (income):
 
 
 
 
 
 
 
 
 
Interest expense
18,294

 
107,134

 
83,947

 
(184,120
)
 
25,255

Interest and other income
(101,066
)
 
(316
)
 
(83,639
)
 
183,866

 
(1,155
)
Total other expenses (income)
(82,772
)
 
106,818

 
308

 
(254
)
 
24,100

INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES
79,133

 
(178,592
)
 
79,854

 
382

 
(19,223
)
Equity interests income (loss)
(80,554
)
 
96,699

 
20,298

 
(17,906
)
 
18,537

INCOME (LOSS) BEFORE INCOME TAXES
(1,421
)
 
(81,893
)
 
100,152

 
(17,524
)
 
(686
)
Income tax provision (benefit)
(36
)
 
(1,339
)
 
2,516

 
(442
)
 
699

NET INCOME (LOSS)
(1,385
)
 
(80,554
)
 
97,636

 
(17,082
)
 
(1,385
)
Less: Net loss attributable to noncontrolling interest
—

 
—

 
—

 
—

 
—

Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders
$
(1,385
)
 
$
(80,554
)
 
$
97,636

 
$
(17,082
)
 
$
(1,385
)

 
Six Months Ended
 
September 30, 2015
 
Lions Gate
Entertainment
Corp.
 
Lions Gate
Entertainment
Inc.
 
Non-guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Lions Gate
Consolidated
STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)
NET INCOME (LOSS)
$
(1,385
)
 
$
(80,554
)
 
$
97,636

 
$
(17,082
)
 
$
(1,385
)
Foreign currency translation adjustments, net of tax
1,993

 
3,136

 
(2,162
)
 
(974
)
 
1,993

Net unrealized gain on available-for-sale securities, net of tax
12,002

 


 
12,002

 
(12,002
)
 
12,002

Net unrealized gain on foreign exchange contracts, net of tax
2,994

 
—

 
2,994

 
(2,994
)
 
2,994

COMPREHENSIVE INCOME (LOSS)
$
15,604

 
$
(77,418
)
 
$
110,470

 
$
(33,052
)
 
$
15,604

Less: Comprehensive loss attributable to noncontrolling interest
—

 
—

 
—

 
—

 
—

Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders
$
15,604

 
$
(77,418
)
 
$
110,470

 
$
(33,052
)
 
$
15,604



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



 
Six Months Ended
 
September 30, 2015
 
Lions Gate
Entertainment
Corp.
 
Lions Gate
Entertainment
Inc.
 
Non-guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Lions Gate
Consolidated
 
(Amounts in thousands)
STATEMENT OF CASH FLOWS
 
 
 
 
 
 
 
 
 
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
$
42,018

 
$
53,149

 
$
(263,775
)
 
$
—

 
$
(168,608
)
INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Investment in equity method investees
—

 
—

 
(3,659
)
 
—

 
(3,659
)
Purchases of property and equipment
—

 
(6,765
)
 
(115
)
 
—

 
(6,880
)
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
—

 
(6,765
)
 
(3,774
)
 
—

 
(10,539
)
FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Term Loan - borrowings, net of deferred financing costs of $964
24,036

 
—

 
—

 
—

 
24,036

Convertible senior subordinated notes - repurchases
—

 
(5
)
 
—

 
—

 
(5
)
Production loans - borrowings
—

 
—

 
370,945

 
—

 
370,945

Production loans - repayments
—

 
—

 
(112,474
)
 
—

 
(112,474
)
Dividends paid
(20,563
)
 
—

 
—

 
—

 
(20,563
)
Excess tax benefits on equity-based compensation awards
—

 
—

 
—

 
—

 
—

Exercise of stock options
4,453

 
—

 
—

 
—

 
4,453

Tax withholding required on equity awards
(18,983
)
 
—

 
—

 
—

 
(18,983
)
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
(11,057
)
 
(5
)
 
258,471

 
—

 
247,409

NET CHANGE IN CASH AND CASH EQUIVALENTS
30,961

 
46,379

 
(9,078
)
 
—

 
68,262

FOREIGN EXCHANGE EFFECTS ON CASH
—

 
—

 
(542
)
 
—

 
(542
)
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD
3,499

 
47,290

 
51,908

 
—

 
102,697

CASH AND CASH EQUIVALENTS — END OF PERIOD
$
34,460

 
$
93,669

 
$
42,288

 
$
—

 
$
170,417





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




18. 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 September 30, 2016, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 18 months from September 30, 2016):

September 30, 2016
Foreign Currency
 
Foreign Currency Amount
 
US Dollar Amount
 
Weighted Average Exchange Rate Per $1 USD
 
 
(Amounts in millions)
 
(Amounts in millions)
 
 
British Pound Sterling
 

£0.9

in exchange for

$1.2

 
£0.71
Australian Dollar
 

A$56.8

in exchange for

$50.6

 
A$1.12
Canadian Dollar
 

C$24.6

in exchange for

$18.8

 
C$1.31
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 and six months ended September 30, 2016 were losses, net of tax, of $0.4 million and $3.0 million, respectively (2015 - gains, net of tax, of $3.0 million and $3.0 million, respectively), 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 and six months ended September 30, 2016 were nil and $0.4 million, respectively (2015 - gain of nil and $0.1 million, respectively) and are included in direct operating expenses in the accompanying unaudited condensed consolidated statements of operations. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions.
As of September 30, 2016, $7.1 million was included in other assets and $0.2 million in accounts payable and accrued liabilities (March 31, 2016 - $9.4 million in other assets and $0.7 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 and six months ended September 30, 2016, the Company reclassified a loss of $0.6 million and a gain of $2.9 million, respectively, out of accumulated other comprehensive loss into earnings. As of September 30, 2016, based on the current release schedule, the Company estimates approximately $1.1 million of gains associated with cash flow hedges in accumulated other comprehensive loss to be reclassified into earnings during the one-year period ending September 30, 2017.  


19. Supplementary Cash Flow Statement Information

The supplemental schedule of non-cash financing activities for the six months ended September 30, 2015 is presented below (none in the six months ended September 30, 2016).

 
Six Months Ended
 
September 30,
 
2015
 
(Amounts in thousands)
Non-cash financing activities:
 
Accrued dividends (see Note 12)
$
13,200

Conversions of convertible senior subordinated notes (see Note 5)
$
16,162


There were no significant non-cash investing activities for the six months ended September 30, 2016 and 2015.


39

20. Subsequent Events

At the time of the Merger Agreement (June 30, 2016), Lionsgate had commitments of approximately $4.57 billion from banks to provide for (i) a $1.9 billion term loan B facility, (ii) a $1.0 billion term loan A facility, (iii) a $1.0 billion revolving credit facility (iv) a $520 million unsecured bridge facility and (v) a $150 million unsecured funded bridge facility.

On October 27, 2016, the Company closed a private offering of $520 million of senior notes due 2024 (the "5.875% Notes"). The 5.875% Notes bear interest at a rate of 5.875% per annum. The 5.875% Notes replace the $520 million unsecured bridge facility mentioned in the preceding paragraph.

On October 13, 2016, the Company announced that the lead arrangers for its new proposed senior secured credit facilities have allocated the loans under the Company’s $2.0 billion (reflecting an increase from the original commitment of $1.9 billion) term loan B facility. The Company expects that the term loan B facility will be issued at 99.5% and will bear interest at a rate per annum equal to LIBOR (subject to a LIBOR floor of 0.75%) plus 3.00%. The commitments with respect to the revolving credit facility, term loan A facility, term loan B facility and the unsecured bridge facility and the terms and conditions thereof (including the applicable interest rates) remain subject to the execution of definitive documentation, which is expected to occur concurrently with or in advance of the consummation of the Merger.
 
The Company expects that the revolving credit facility and the term loan A facility will initially bear interest at a rate per annum equal to LIBOR plus 2.50%, subject to reductions in the interest rate of up to 50 basis points (two reductions of 25 basis points each) upon achievement of certain net first lien leverage ratios.
 
The Company expects to use the proceeds of the 5.875% Notes, term loan A facility, term loan B facility, and the unsecured bridge facility, as well as a portion of the revolving credit facility, currently expected to be $50 million to finance a portion of the consideration and transaction costs for its proposed merger with Starz and the associated transactions.

 

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

Overview
Lions Gate Entertainment Corp. (“Lionsgate,” the “Company,” “we,” “us” or “our”) is a premier next generation global content leader with a diversified presence in motion picture production and distribution, television programming and syndication, home entertainment, international distribution and sales, branded channel platforms, interactive ventures and games, and location-based entertainment. Although our business is both global and diverse, we classify our operations through two reporting segments: Motion Pictures and Television Production.

Starz Transaction
Starz Transaction. On June 30, 2016, Lionsgate and Starz entered into an Agreement and Plan of Merger (the "Merger Agreement") under which Lionsgate will acquire Starz for a combination of cash and common stock totaling approximately $4.4 billion enterprise value (the "Starz Transaction"). Under the terms of the Merger Agreement, immediately prior to consummation of the proposed merger, Lionsgate will effect the reclassification of its capital stock, pursuant to which each existing Lionsgate common share will be converted into 0.5 shares of a newly issued class of Lionsgate Class A voting shares and 0.5 shares of a newly issued class of Lionsgate Class B non-voting shares, subject to the terms and conditions of the Merger Agreement. Following the reclassification, in the proposed merger, (a) each share of Starz Series A common stock will be converted into the right to receive $18.00 in cash and 0.6784 of a share of Lionsgate Class B non-voting shares, and (b) each share of Starz Series B common stock will be converted into the right to receive $7.26 in cash, 0.6321 of a share of Lionsgate Class B non-voting shares and 0.6321 of a share of Lionsgate Class A voting shares, in each case, subject to the terms and conditions of the Merger Agreement. The total enterprise value of Starz based on the estimated value of purchase price consideration is approximately $4.4 billion, including cash, equity and Starz debt to be assumed. The Merger Agreement has been approved by the boards of directors of Lionsgate and Starz and will be submitted to their respective shareholders for approval as well as to regulatory authorities.
At the time of the Merger Agreement, Lionsgate had commitments of approximately $4.57 billion from banks to provide for (i) a $1.9 billion term loan B facility, (ii) a $1.0 billion term loan A facility, (iii) a $1.0 billion revolving credit facility (iv) a $520 million unsecured bridge facility and (v) a $150 million unsecured funded bridge facility.

40

On October 27, 2016, the Company closed a private offering of $520 million of senior notes due 2024 (the "5.875% Notes"). The 5.875% Notes bear interest at a rate of 5.875% per annum. The 5.875% Notes replace the $520 million unsecured bridge facility mentioned in the preceding paragraph.
On October 13, 2016, the Company announced that the lead arrangers for its new proposed senior secured credit facilities have allocated the loans under the Company’s $2.0 billion (reflecting an increase from the original commitment of $1.9 billion) term loan B facility. The Company expects that the term loan B facility will be issued at 99.5% and will bear interest at a rate per annum equal to LIBOR (subject to a LIBOR floor of 0.75%) plus 3.00%. The commitments with respect to the revolving credit facility, term loan A facility, term loan B facility and the unsecured bridge facility and the terms and conditions thereof (including the applicable interest rates) remain subject to the execution of definitive documentation, which is expected to occur concurrently with or in advance of the consummation of the Merger.
The Company expects that the revolving credit facility and the term loan A facility will initially bear interest at a rate per annum equal to LIBOR plus 2.50%, subject to reductions in the interest rate of up to 50 basis points (two reductions of 25 basis points each) upon achievement of certain net first lien leverage ratios.
The Company expects to use the proceeds of the 5.875% Notes, term loan A facility, term loan B facility, and the unsecured bridge facility, as well as a portion of the revolving credit facility currently expected to be $50 million to finance a portion of the consideration and transaction costs for its proposed merger with Starz and the associated transactions.
In connection with the Merger Agreement, on June 30, 2016, Lions Gate entered into a Stock Exchange Agreement (the "Starz Exchange Agreement") with Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Lions Gate Entertainment Corp. ("Merger Sub") and certain stockholders of Starz (the "Exchange Stockholders"), pursuant to which, if the Merger Agreement is terminated (1) by Lionsgate because Starz' board of directors changes its recommendation in favor of the transactions (2) by Starz in order to enter into a superior transaction or (3) by either party because Starz' stockholders fail to approve the transactions, then the Exchange Stockholders will sell to Merger Sub all shares of Starz Series B Common Stock held by the Exchange Stockholders (the "Starz Exchange Shares"), which as of June 30, 2016 constituted approximately 69.9% of the total voting power of the issued and outstanding shares of Starz Series B Common Stock, in exchange for per share consideration of $7.26 in cash and 1.2642 newly issued shares of Lionsgate Common Stock (the "Lions Gate Exchange Shares"). At the election of Dr. John C. Malone, or if Lionsgate should fail to receive the required stockholder approval to issue the Lions Gate Exchange Shares, the Exchange Stockholders will instead receive per share consideration of $36.30 in cash for each Starz Exchange Share. Lions Gate plans to seek such required stockholder approval at the same meeting where it will seek the required approvals pursuant to the Merger Agreement.
The Merger Agreement contains certain termination rights for Lions Gate and Starz. The Merger Agreement can be terminated by either party (1) by mutual written consent; (2) if the Merger has not been consummated by an outside date of December 31, 2016 (which either party may generally extend to March 31, 2017 if the only closing condition that would not have been met was related to the receipt of certain regulatory approvals); (3) if there is a permanent, non-appealable injunction or law restraining or prohibiting the consummation of the Merger; (4) if either party’s stockholders fail to approve the transactions; (5) if the other party’s board of directors changes its recommendation in favor of the transactions; (6) if the other party materially breaches its non-solicitation covenant; or (7) if the other party has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period. The Merger Agreement can also be terminated by Starz (x) in order to enter into a superior transaction (subject to compliance with certain terms and conditions included in the Merger Agreement) or (y) if Lions Gate fails to consummate the Merger when otherwise required because of a failure to receive its debt financing.
Subject to the terms and conditions of the Merger Agreement, Starz will pay Lions Gate a termination fee of $150 million if (1) Starz terminates the Merger Agreement in order to enter into a superior transaction (subject to compliance with certain terms and conditions included in the Merger Agreement), (2) Lions Gate terminates the Merger Agreement because Starz’ board of directors changes its recommendation in favor of the transactions, (3) Lions Gate terminates the Merger Agreement because Starz materially breaches its non-solicitation covenant or (4) (a) an alternative transaction proposal is made to Starz, (b) thereafter the Merger Agreement is terminated (i) by either party for failure to consummate the Merger by the outside date (at such time as Starz’ stockholders have failed to approve the transactions and such termination does not result in the payment of a termination fee by Lions Gate), (ii) by either party because Starz’ stockholders fail to approve the transactions or (iii) by Lions Gate because Starz has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period, and (c) within 18 months of such termination, Starz enters into or consummates an alternative transaction.
Subject to the terms and conditions of the Merger Agreement, Lions Gate will pay Starz (1) a termination fee of $150 million if either party terminates the Merger Agreement because Lions Gate’s stockholders fail to approve the transactions, (2) a termination fee of $175 million if Starz terminates the Merger Agreement because Lions Gate’s board of directors changes its recommendation in favor of the transactions or because Lions Gate materially breaches its non-solicitation covenant, (3) a termination fee of $250 million if Starz terminates the Merger Agreement because Lions Gate fails to consummate the Merger

41

when it would otherwise be required because of a failure to receive the debt financing and (4) a termination fee of $175 million if (a) an alternative transaction proposal is made to Lions Gate, (b) thereafter the Merger Agreement is terminated (i) by either party for failure to consummate the Merger by the outside date (at such time as Lions Gate’s stockholders have failed to approve the transactions and such termination does not result in the payment of a termination fee by Starz), (ii) by either party because Lions Gate’s stockholders fail to approve the transactions or (iii) by Starz because Lions Gate has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period, and (c) within 18 months of such termination, Lions Gate enters into or consummates an alternative transaction.
A description of the Merger Agreement and other transactional documents was disclosed by the Company on a Current Report on Form 8-K dated June 30, 2016, filed with the SEC on July 1, 2016. On August 1, 2016, the Company filed a Form S-4 Registration Statement with the SEC, as amended, which includes detailed information regarding the merger.
Revenues
Our revenues are derived from the Motion Pictures and Television Production 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 and six months ended September 30, 2016 and 2015.
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 categorize our Home Entertainment revenue as follows:
•
Packaged media revenue: Packaged media revenue consists of the sale or rental of DVDs and Blu-ray discs.
•
Digital media revenue: Digital media revenue consists of revenues generated from pay-per-view and video-on-demand platforms, electronic sell-through (“EST”), and digital rental.
•
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.
•
Motion Pictures - 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.

42

•
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. Home entertainment revenue consists of packaged media revenue and digital media revenue.
•
Television Production - 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.
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, 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 SAG - AFTRA, 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.
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, 2016.
Accounting for Films and Television Programs. 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 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 films 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,

43

in the normal course of our business, some films and titles are more successful than anticipated and some are less successful than anticipated. Our 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. Our 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 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 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.
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 over the “windows.” 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 sales 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. The primary estimate requiring the most subjectivity and judgment involving revenue recognition is the estimate of sales returns associated with our revenue from the sale of DVDs/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 $1.3 million and $2.4 million on our

44

total revenue in the three and six months ended September 30, 2016, respectively (2015 - $1.3 million and $2.2 million, respectively).
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, when the impact of such change is material, is disclosed in our discussion on direct operating expenses elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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. We recognize a future tax benefit to the extent that realization of such benefit is more likely than not; 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. However, the assessment as to whether there will be sufficient taxable income to realize our net deferred tax assets 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, we may need to reestablish all or a portion of the valuation allowance 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 quarter ended September 30, 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, 2016 by first assessing qualitative factors to determine whether it was necessary to perform the two-step annual goodwill impairment test. Based on our qualitative assessments, including but not limited to, the results of our most 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

45

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.
.


46

RESULTS OF OPERATIONS

Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015
The following table sets forth segment information by business unit, and as a percentage of segment revenues, for the three months ended September 30, 2016 and 2015. Due to the November 2015 acquisition of Pilgrim Media Group, LLC ("Pilgrim Media Group"), the three months ended September 30, 2016 includes the results of operations from Pilgrim Media Group within the Television Production segment, as compared to the three months ended September 30, 2015, which do not include the results of operations of Pilgrim Media Group (see Note 9 to our unaudited condensed consolidated financial statements). The revenue from Pilgrim Media Group titles was $43.0 million for the three months ended September 30, 2016.
 
Three Months Ended
 
 
 
September 30,
 
 
 
2016
 
2015
 
Increase (Decrease)
 
Amount
 
% of Segment Revenues
 
Amount
 
% of Segment Revenues
 
Amount
 
Percent
 
(Amounts in millions)
 
 
Segment revenues
 
 
 
 
 
 
 
 
 
 
 
Motion Pictures
$
464.4

 
 
 
$
354.0

 
 
 
$
110.4

 
31.2
%
Television Production
175.1

 
 
 
122.8

 
 
 
52.3

 
42.6
%
 
$
639.5

 
 
 
$
476.8

 
 
 
$
162.7

 
34.1
%
Gross segment contribution(1)
 
 
 
 
 
 
 
 
 
 
 
Motion Pictures
$
27.7

 
6.0
%
 
$
18.4

 
5.2
%
 
$
9.3

 
50.5
%
Television Production
20.3

 
11.6

 
9.6

 
7.8

 
10.7

 
111.5
%
 
$
48.0

 
7.5
%
 
$
28.0

 
5.9
%
 
$
20.0

 
71.4
%
_________________________________________
(1)
Gross segment contribution is defined as segment revenue less segment direct operating and distribution and marketing expenses, and excludes purchase accounting and related adjustments, start-up costs of new business initiatives, non-cash imputed interest charges, and backstopped prints and advertising ("P&A") expense (see Note 15 to our unaudited condensed consolidated financial statements). Gross segment contribution amounts for the three months ended September 30, 2015 reflect the reclassification of certain distribution and marketing expenses in order to be consistent with the current period presentation (see Distribution and Marketing Expenses below).

A significant component of revenue comes from home entertainment. The following table sets forth total home entertainment revenue for both the Motion Pictures and Television Production reporting segments for the three months ended September 30, 2016 and 2015:
 
 
Three Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Home Entertainment Revenue
 
 
 
 
 
 
 
Motion Pictures
$
157.5

 
$
147.0

 
$
10.5

 
7.1
 %
Television Production
3.2

 
6.5

 
(3.3
)
 
(50.8
)%
 
$
160.7

 
$
153.5

 
$
7.2

 
4.7
 %


47

Motion Pictures Revenue
The table below sets forth Motion Pictures revenue by media for the three months ended September 30, 2016 and 2015:

 
Three Months Ended
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Motion Pictures
 
 
 
 
 
 
 
Theatrical
$
62.0

 
$
26.3

 
$
35.7

 
135.7
 %
Home Entertainment
157.5

 
147.0

 
10.5

 
7.1
 %
Television
69.3

 
59.9

 
9.4

 
15.7
 %
International
168.3

 
107.8

 
60.5

 
56.1
 %
Other
7.3

 
13.0

 
(5.7
)
 
(43.8
)%
 
$
464.4

 
$
354.0

 
$
110.4

 
31.2
 %


48

Motion Pictures — Theatrical Revenue
The following table sets forth the components of theatrical revenue by product category for the three months ended September 30, 2016 and 2015:
 
Three Months Ended
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Theatrical revenues
 
 
 
 
 
 
 
Feature Film(1)
$
54.6

 
$
20.8

 
$
33.8

 
162.5
%
Managed Brands(2)
2.8

 
1.5

 
1.3

 
86.7
%
Other(3)
4.6

 
4.0

 
0.6

 
15.0
%
 
$
62.0

 
$
26.3

 
$
35.7

 
135.7
%
___________________
n/m - Percentage not meaningful.
(1)
Feature Film includes releases through our Lionsgate and Summit Entertainment film labels, which includes films developed and produced in-house, films co-developed and co-produced and films acquired from third parties.
(2)
Managed Brands represents direct-to-DVD motion pictures, acquired and licensed brands, third-party library product and ancillary-driven platform theatrical releases. These theatrical releases included releases through our specialty films distribution labels, Lionsgate Premiere, and through CodeBlack Films, and with our equity method investee, Roadside Attractions.
(3)
Represents certain specialty theatrical releases with our equity method investee, Pantelion Films, and other titles.
The following table sets forth the titles that represented a significant portion of theatrical revenue for the three months ended September 30, 2016 and 2015, respectively:
Three Months Ended September 30,
2016
 
2015
 
Theatrical
Release Date
 
 
Theatrical
Release Date
Feature Film:
 
 
Feature Film:
 
Fiscal 2017 Theatrical Slate:
 
 
Fiscal 2016 Theatrical Slate:
 
Deepwater Horizon
September 2016
 
Sicario
September 2015
Blair Witch
September 2016
 
Shaun the Sheep Movie
August 2015
The Wild Life
September 2016
 
American Ultra
August 2015
Mechanic: Resurrection
August 2016
 
 
 
Hell or High Water
August 2016
 
 
 
Nerve
July 2016
 
 
 
Café Society
July 2016
 
 
 
Now You See Me 2
June 2016
 
 
 

Theatrical revenue of $62.0 million increased $35.7 million, or 135.7%, in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015, primarily driven by the performance of the films released in the current quarter and the greater number of films released in the current quarter as compared to the prior year's quarter. Deepwater Horizon was released on September 30, 2016, and therefore its contribution to revenues in the current quarter was limited to one day.

Motion Pictures — Home Entertainment Revenue

The following table sets forth our feature film titles released on home entertainment in the three months ended September 30, 2016 and 2015, in addition to other titles which contributed a significant amount of home entertainment revenue in the current and prior year's quarter, respectively:
 

49

Three Months Ended September 30,
2016
 
2015
 
Packaged Media
Release Date
 
 
Packaged Media
Release Date
Feature Film:
 
 
Feature Film:
 
Fiscal 2017 Theatrical Slate:
 
 
Fiscal 2016 Theatrical Slate:
 
Now You See Me 2
September 2016
 
The Age of Adaline
September 2015
Criminal
July 2016
 
Child 44
August 2015
Fiscal 2016 Theatrical Slate:
 
 
Fiscal 2015 Theatrical Slate:
 
The Divergent Series: Allegiant
July 2016
 
The Divergent Series: Insurgent
August 2015
Gods of Egypt
May 2016
 
The D.U.F.F.
June 2015
The Choice
May 2016
 
Prior Theatrical Slates:
 
Dirty Grandpa
May 2016
 
Divergent
August 2014
Managed Brands:
 
 
Managed Brands:
 
Marauders
September 2016
 
Love & Mercy
September 2015
The Perfect Match
July 2016
 
Ex Machina
July 2015
I am Wrath
July 2016
 
Maggie
July 2015
The following table sets forth the components of home entertainment revenue by product category for the three months ended September 30, 2016 and 2015:
 
 
Three Months Ended September 30,
 
 
 
2016
 
2015
 
Total Increase (Decrease)
 
Packaged
Media
 
Digital
Media(1)
 
Total
 
Packaged
Media
 
Digital
Media(1)
 
Total
 
 
 
 
 
 
(Amounts in millions)
 
 
 
 
 
 
Home entertainment revenues(2)
 
 
 
 
 
 
 
 
 
 
 
 
 
Feature Film:
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal 2017 Theatrical Slate
$
24.0

 
$
5.2

 
$
29.2

 
$
—

 
$
—

 
$
—

 
$
29.2

Fiscal 2016 Theatrical Slate
21.0

 
32.2

 
53.2

 
10.2

 
1.3

 
11.5

 
41.7

Fiscal 2015 Theatrical Slate
2.1

 
2.1

 
4.2

 
33.9

 
24.3

 
58.2

 
(54.0
)
Prior Theatrical Slates
10.0

 
7.5

 
17.5

 
14.0

 
8.3

 
22.3

 
(4.8
)
Total Feature Film
57.1

 
47.0

 
104.1

 
58.1

 
33.9

 
92.0

 
12.1

Managed Brands
33.2

 
18.7

 
51.9

 
37.7

 
15.9

 
53.6

 
(1.7
)
Other
0.7

 
0.8

 
1.5

 
0.5

 
0.9

 
1.4

 
0.1

 
$
91.0

 
$
66.5

 
$
157.5

 
$
96.3

 
$
50.7

 
$
147.0

 
$
10.5

 ___________________
(1)
Digital media revenue consists of revenues generated from pay-per-view and video-on-demand platforms, EST, and digital rental.
(2)
Certain amounts in the prior year's quarter have been reclassified between product types in order to be consistent with the current quarter classification.
Home entertainment revenue of $157.5 million increased $10.5 million, or 7.1%, in the three months ended September 30, 2016, as compared to the three months ended September 30, 2015. The increase was primarily driven by the performance of our Feature Film titles released on packaged media and digital media in the current quarter as compared to the prior year's quarter. In particular, the successful performance of Now You See Me 2 in the current quarter more than offset a decrease in packaged media revenues from the performance of The Divergent Series: Allegiant in the current quarter as compared to the performance of The Divergent Series: Insurgent in the prior year's quarter. The slight decrease in Managed Brands was primarily due to revenues generated in this category from the titles listed in the table above in the current quarter, as compared to the prior year quarter.

50

Motion Pictures — Television Revenue
The following table sets forth the titles contributing significant motion pictures television revenue for the three months ended September 30, 2016 and 2015:
 
Three Months Ended September 30,
2016
  
2015
Feature Film:
 
Feature Film:
Fiscal 2016 Theatrical Slate:
  
Fiscal 2015 Theatrical Slate:
The Hunger Games: Mockingjay - Part 2
  
The Hunger Games: Mockingjay - Part 1
Norm of the North
  
 
Prior Theatrical Slates:
 
Prior Theatrical Slates:
Divergent
 
Now You See Me
The Expendables 2
 
The Twilight Saga: Breaking Dawn - Part 2
Meet the Browns
 
 
Rambo
 
Managed Brands:
The Single Moms Club
 
Kevin Hart: Let Me Explain

The following table sets forth the components of television revenue by product category for the three months ended September 30, 2016 and 2015:
 
 
Three Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Television revenues(1)
 
 
 
 
 
 
 
Feature Film:
 
 
 
 
 
 
 
Fiscal 2016 Theatrical Slate
$
18.7

 
$
—

 
$
18.7

 
n/m

Fiscal 2015 Theatrical Slate
1.0

 
14.7

 
(13.7
)
 
(93.2
)%
Prior Theatrical Slates
41.2

 
34.0

 
7.2

 
21.2
 %
Total Feature Film
60.9

 
48.7

 
12.2

 
25.1
 %
Managed Brands
7.5

 
11.0

 
(3.5
)
 
(31.8
)%
Other
0.9

 
0.2

 
0.7

 
350.0
 %
 
$
69.3

 
$
59.9

 
$
9.4

 
15.7
 %
___________________
n/m - Percentage not meaningful.
(1)
Certain amounts in the prior year's quarter have been reclassified between product types in order to be consistent with the current quarter classification.
Television revenue increased in the three months ended September 30, 2016, as compared to the three months ended September 30, 2015, due primarily to a greater number of titles with television windows opening in the current quarter from our feature films, and in particular from our Prior Theatrical Slates.
Motion Pictures — International Revenue
The following table sets forth the titles contributing significant motion pictures international revenue for the three months ended September 30, 2016 and 2015:

51

 
Three Months Ended September 30,
2016
  
2015
Feature Film:
 
Feature Film:
Fiscal 2017 Theatrical Slate:
  
Fiscal 2016 Theatrical Slate:
Deepwater Horizon
 
Child 44
Nerve
 
Sicario
Now You See Me 2
 
 
Fiscal 2016 Theatrical Slate:
 
Fiscal 2015 Theatrical Slate:
The Divergent Series: Allegiant
 
The Divergent Series: Insurgent
The Hunger Games: Mockingjay - Part 2
 
The Hunger Games: Mockingjay - Part 1
UK Third Party Product:
 
UK Third Party Product:
London Has Fallen
 
A Little Chaos
The following table sets forth the components of international revenue by product category for the three months ended September 30, 2016 and 2015:
 
 
Three Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
International revenues(1)
 
 
 
 
 
 
 
Feature Film:
 
 
 
 
 
 
 
Fiscal 2017 Theatrical Slate
$
80.2

 
$
—

 
$
80.2

 
n/m

Fiscal 2016 Theatrical Slate
47.3

 
22.5

 
24.8

 
110.2
 %
Fiscal 2015 Theatrical Slate
2.6

 
47.3

 
(44.7
)
 
(94.5
)%
Prior Theatrical Slates
8.4

 
12.8

 
(4.4
)
 
(34.4
)%
Total Feature Film
138.5

 
82.6

 
55.9

 
67.7
 %
UK Third Party Product(2)
17.4

 
18.6

 
(1.2
)
 
(6.5
)%
Managed Brands
9.5

 
4.7

 
4.8

 
102.1
 %
Other
2.9

 
1.9

 
1.0

 
52.6
 %
 
$
168.3

 
$
107.8

 
$
60.5

 
56.1
 %
___________________
n/m - Percentage not meaningful.
(1)
Certain amounts in the prior year's quarter have been reclassified between product types in order to be consistent with the current quarter classification. 
(2)
UK Third Party Product represents titles acquired separately for self-distribution in the U.K. territory.

International motion pictures revenue increased in the three months ended September 30, 2016, as compared to the three months ended September 30, 2015, primarily due to higher revenue from our feature films, and in particular, a significant contribution from Now You See Me 2 in the current quarter.

52

Television Production Revenue
The following table sets forth the components and the changes in the components of revenue that make up television production revenue for the three months ended September 30, 2016 and 2015:
 
 
Three Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Television Production
 
 
 
 
 
 
 
Domestic Television
$
154.4

 
$
87.9

 
$
66.5

 
75.7
 %
International
15.9

 
26.4

 
(10.5
)
 
(39.8
)%
Home Entertainment
 
 
 
 
 
 
 
Digital
2.3

 
5.3

 
(3.0
)
 
(56.6
)%
Packaged Media
0.9

 
1.2

 
(0.3
)
 
(25.0
)%
Total Home Entertainment
3.2

 
6.5

 
(3.3
)
 
(50.8
)%
Other
1.6

 
2.0

 
(0.4
)
 
(20.0
)%
 
$
175.1

 
$
122.8

 
$
52.3

 
42.6
 %
 
Television Production - Domestic Television
Domestic television revenue increased in the three months ended September 30, 2016, as compared to the three months ended September 30, 2015, primarily due to $43.0 million of domestic television revenue from Pilgrim Media Group, acquired on November 12, 2015, and to a lesser extent, the mix of titles contributing revenue in the current quarter as compared to the prior year's quarter. Television episodes delivered for original exhibition during the three months ended September 30, 2016 and 2015 included the episode deliveries as shown in the tables below:
 
 
Three Months Ended
 
 
 
Three Months Ended
 
 
September 30, 2016
 
 
 
September 30, 2015
 
 
Episodes
 
Hours
 
 
 
Episodes
 
Hours
Casual - Season 2
1/2 hr
5

 
2.5

 
Casual - Season 1
1/2hr
9

 
4.5

Feed The Beast - Season 1
1hr
3

 
3.0

 
Manhattan - Season 2
1hr
5

 
5.0

Graves
1/2 hr
4

 
2.0

 
Monica the Medium - Season 1
1hr
10

 
10.0

Guilt - Season 1
1hr
6

 
6.0

 
Nashville - Season 4
1hr
2

 
2.0

Orange Is The New Black - Season 5
1hr
2

 
2.0

 
Orange Is The New Black - Season 4
1hr
4

 
4.0

Other(1)
1/2hr
25

 
12.5

 
Other(1)
1/2hr & 1hr
14

 
7.5

 
 
45

 
28.0

 
 
 
44

 
33.0

______________________

(1)
Other in the three months ended September 30, 2016 includes episodes delivered for Flea Market Flip (Season 8), Nightcap (Season 1), and Holey Foley (Season 1), among others. Other in the three months ended September 30, 2015 includes episodes delivered for DeSean Jackson: Home Team (Season 1), Flea Market Flip (Season 6), and Guilt.

In addition to the titles mentioned in the table above, significant domestic television revenue was contributed in the three months ended September 30, 2016 from Family Feud (Season 9), House of Payne, The Wendy Williams Show (Season 7), Celebrity Name Game (Season 2), and Anger Management, and from The Runner (Season 1), The Ultimate Fighter (Season 24), Wicked Tuna: Outer Banks (Season 3), Bring It! (Season 3) and Fast N' Loud (Season 4) as a result of the acquisition of Pilgrim Media Group. In the three months ended September 30, 2015, in addition to the titles mentioned in the table above, significant domestic television revenue was contributed from Family Feud (Season 8), The Wendy Williams Show (Season 6), Celebrity Name Game (Season 1), and Anger Management.


53

Television Production - International Revenue
International revenue in the three months ended September 30, 2016 decreased as compared to the three months ended September 30, 2015, primarily driven by contributions in the prior year's quarter from Orange Is the New Black (Seasons 1 - 4), which compared to revenue in the current quarter from Orange Is the New Black (Season 5) and Casual (Season 2).

Television Production - Home Entertainment Revenue
The decrease in home entertainment revenue is primarily due to a decrease in digital media revenue in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015, driven by contributions in the prior year's quarter from Orange Is The New Black (Season 1) and Mad Men (Season 7).
Direct Operating Expenses
The following table sets forth direct operating expenses by segment for the three months ended September 30, 2016 and 2015:

 
Three Months Ended
 
Three Months Ended
 
September 30, 2016
 
September 30, 2015
 
Motion
Pictures
 
Television
Production
 
Total
 
Motion
Pictures
 
Television
Production
 
Total
 
(Amounts in millions)
Direct operating expenses
 
 
 
 
 
 
 
 
 
 
 
Amortization of films and television programs
$
175.8

 
$
113.6

 
$
289.4

 
$
129.3

 
$
71.5

 
$
200.8

Participation and residual expense
54.6

 
34.6

 
89.2

 
55.1

 
32.3

 
87.4

Provision for doubtful accounts and foreign exchange losses
1.5

 
—

 
1.5

 
3.4

 
1.2

 
4.6

 
231.9

 
148.2

 
380.1

 
187.8

 
105.0

 
292.8

Other(1)
—

 
—

 
6.8

 
—

 
—

 
—

Total direct operating expenses
$
231.9

 
$
148.2

 
$
386.9

 
$
187.8

 
$
105.0

 
$
292.8

Direct operating expenses as a percentage of segment revenues
49.9
%
 
84.6
%
 
60.5
%
 
53.1
%
 
85.5
%
 
61.4
%
______________________
(1)
Other direct operating expenses primarily consist of the incremental amortization expense of the purchase accounting fair value adjustments on television assets related to the acquisition of Pilgrim Media Group, and direct operating costs related to our new direct-to-consumer business initiatives including our subscription video-on-demand platforms.
Direct operating expenses of the Motion Pictures segment of $231.9 million for the three months ended September 30, 2016 were 49.9% of motion pictures revenue, compared to $187.8 million, or 53.1% of motion pictures revenue for the three months ended September 30, 2015. The increase in direct operating expenses of $44.1 million is primarily due to an increase in motion pictures revenue in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015. The decrease in direct operating expenses as a percentage of motion pictures revenue was primarily driven by the lower amortization rates in the current quarter of our Fiscal 2017 Theatrical Slate as compared to the amortization rates in the prior year's quarter of our Fiscal 2016 Theatrical Slate. Included in direct operating expenses are investment in film write-downs of approximately $4.4 million in the three months ended September 30, 2016, compared to approximately $7.8 million in the three months ended September 30, 2015. Foreign exchange losses in the three months ended September 30, 2016 decreased compared to the three months ended September 30, 2015, and a slight benefit for doubtful accounts in the three months ended September 30, 2016 compared to a provision for doubtful accounts in the three months ended September 30, 2015.
Direct operating expenses of the Television Production segment of $148.2 million for the three months ended September 30, 2016 were 84.6% of television revenue, compared to $105.0 million, or 85.5%, of television revenue for the three months ended September 30, 2015. The increase in direct operating expense is primarily due to an increase in television production revenue. The slight decrease in direct operating expenses as a percentage of television production revenue is primarily due to the mix of titles generating revenue in the current quarter as compared to the prior year's quarter.


54

Distribution and Marketing Expenses
The following table sets forth distribution and marketing expenses by segment for the three months ended September 30, 2016 and 2015:

 
Three Months Ended
 
Three Months Ended
 
September 30, 2016
 
September 30, 2015
 
Motion
Pictures
 
Television
Production
 
Total
 
Motion
Pictures
 
Television
Production
 
Total
 
(Amounts in millions)
Distribution and marketing expenses
 
 
 
 
 
 
 
 
 
 
 
Theatrical
$
144.0

 
$
—

 
$
144.0

 
$
91.8

 
$
—

 
$
91.8

Home Entertainment
36.2

 
0.9

 
37.1

 
36.0

 
1.6

 
37.6

International
21.8

 
2.0

 
23.8

 
15.4

 
2.6

 
18.0

Television
2.5

 
4.1

 
6.6

 
4.5

 
4.1

 
8.6

 
204.5

 
7.0

 
211.5

 
147.7

 
8.3

 
156.0

Other(1)
—

 
—

 
10.5

 
—

 
—

 
(2.9
)
Total distribution and marketing expenses
$
204.5

 
$
7.0

 
$
222.0

 
$
147.7

 
$
8.3

 
$
153.1

___________________
(1)
Other distribution and marketing expenses in the three months ended September 30, 2016 consist of distribution and marketing costs related to our new direct-to-consumer business initiatives, including our subscription video-on-demand platforms, and backstopped P&A expense. Backstopped P&A expense represents the amount of theatrical marketing expense for third party titles that we funded and expensed for which a third party provides a first dollar loss guarantee (subject to a cap) that such expense will be recouped from the performance of the film (which results in minimal risk of loss to the Company). The amount represents the P&A expense incurred and expensed net of the impact of expensing the P&A costs over the revenue streams similar to a participation expense. We do not consider these costs part of segment distribution and marketing expense and have reclassified the prior year quarter's amount of $2.9 million of backstopped P&A from the Motion Pictures segment to Other to be consistent with the current quarter presentation.
The majority of distribution and marketing expenses relate to the Motion Pictures segment. Theatrical P&A in the Motion Pictures segment in the three months ended September 30, 2016 of $144.0 million increased $52.2 million, compared to $91.8 million in the three months ended September 30, 2015. The increase was primarily driven by higher P&A spending in the three months ended September 30, 2016 on our Feature Film theatrical releases due to a greater number of wide releases requiring P&A in the current quarter. In addition, while the three months ended September 30, 2016 included significant P&A spending for Deepwater Horizon, the film was released on September 30, 2016, and therefore its contribution to revenues in the current quarter was limited to one day. In the three months ended September 30, 2016, approximately $10.0 million of P&A was incurred in advance for films to be released in subsequent quarters, such as Middle School: The Worst Years of My Life, Power Rangers, Tyler Perry's Boo! A Madea Halloween, and La La Land. In the three months ended September 30, 2015, approximately $18.5 million of P&A was incurred in advance for films to be released in subsequent quarters, such as The Last Witch Hunter, The Hunger Games: Mockingjay - Part 2, Love the Coopers, and Freeheld.
Home entertainment distribution and marketing costs on motion pictures and television product in the three months ended September 30, 2016 of $37.1 million decreased $0.5 million, or 1.3%, compared to $37.6 million in the three months ended September 30, 2015. Home entertainment distribution and marketing costs as a percentage of home entertainment revenues were 23.1% in the three months ended September 30, 2016, compared to home entertainment distribution and marketing costs as a percentage of home entertainment revenues of 24.5% in the three months ended September 30, 2015. The decrease in home entertainment distribution and marketing costs as a percentage of home entertainment revenues was primarily due to lower packaged media distribution and marketing costs relative to home entertainment revenue in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015.
International distribution and marketing expenses in the Motion Pictures segment in the three months ended September 30, 2016 of $21.8 million increased from $15.4 million in the three months ended September 30, 2015.


55

Gross Segment Contribution

Gross segment contribution is defined as segment revenue less segment direct operating and segment distribution and marketing expenses. The following table sets forth gross segment contribution for the three months ended September 30, 2016 and 2015:

 
Three Months Ended
 
 
 
 
 
September 30,
 
 
 
 
 
2016
 
2015
 
Increase (Decrease)
 
Amount
 
% of Segment Revenues
 
Amount
 
% of Segment Revenues
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Gross segment contribution
 
 
 
 
 
 
 
 
 
 
 
Motion Pictures
$
27.7

 
6.0
%
 
$
18.4

 
5.2
%
 
$
9.3

 
50.5
%
Television Production
20.3

 
11.6

 
9.6

 
7.8

 
10.7

 
111.5
%
 
$
48.0

 
7.5
%
 
$
28.0

 
5.9
%
 
$
20.0

 
71.4
%
Gross segment contribution of the Motion Pictures segment for the three months ended September 30, 2016 of $27.7 million increased $9.3 million, or 50.5%, as compared to the three months ended September 30, 2015. While Motion Pictures segment revenues increased 31.2%, gross segment contribution and gross contribution margin of the Motion Pictures segment increased to a lesser extent, primarily due to higher distribution and marketing expenses as a percentage of motion pictures revenue, largely driven by the greater number of wide releases in the quarter and the release of Deepwater Horizon on September 30, 2016 which resulted in increased P&A spending in the three months ended September 30, 2016, however its contribution to revenues in the current quarter was limited to one day.
Gross segment contribution of the Television Production segment for the three months ended September 30, 2016 of $20.3 million increased $10.7 million, or 111.5%, as compared to $9.6 million for the three months ended September 30, 2015, primarily due to higher revenues and slightly lower direct operating expenses as a percentage of television production revenue.


General and Administrative Expenses
The following table sets forth general and administrative expenses by segment for the three months ended September 30, 2016 and 2015:
 
 
Three Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
% of Revenues
 
2015
 
% of Revenues
 
Amount
 
Percent
 
(Amounts in millions)
General and administrative expenses
 
 
 
 
 
 
 
 
 
 
 
Motion Pictures
$
21.1

 
 
 
$
18.8

 
 
 
$
2.3

 
12.2
 %
Television Production
8.2

 
 
 
4.5

 
 
 
3.7

 
82.2
 %
Shared services and corporate expenses, excluding items below
18.8

 
 
 
22.3

 
 
 
(3.5
)
 
(15.7
)%
General and administrative expenses before items below:
48.1

 
7.5%
 
45.6

 
9.6%
 
2.5

 
5.5
 %
Share-based compensation expense
21.7

 
 
 
17.4

 
 
 
4.3

 
24.7
 %
Restructuring and other items
10.3

 
 
 
4.2

 
 
 
6.1

 
145.2
 %
Purchase accounting and related adjustments
1.3

 
 
 
—

 
 
 
1.3

 
n/m

Start-up costs of new business initiatives
3.2

 
 
 
0.4

 
 
 
2.8

 
n/m

Total general and administrative expenses
$
84.6

 
13.2%
 
$
67.6

 
14.2%
 
$
17.0

 
25.1
 %

56

Total General and Administrative Expenses
General and administrative expenses increased by $17.0 million, or 25.1%, as reflected in the table above and further discussed below.
General and administrative expenses of the Motion Pictures segment increased $2.3 million, or 12.2%, primarily due to increases in salaries and related expenses including expenses associated with new product lines and franchise extension activity.
General and administrative expenses of the Television Production segment increased $3.7 million, or 82.2%, primarily due to increases in salaries and related expenses associated with our Television syndication activities and general and administrative expenses from Pilgrim Media Group, acquired on November 12, 2015.
Shared services and corporate expenses excluding share-based compensation expense, restructuring and other items, purchase accounting and related adjustments and start-up costs of new business initiatives decreased $3.5 million, or 15.7%, primarily due to decreases in cash-based incentive compensation and professional fees.

Share-Based Compensation Expense. The following table sets forth share-based compensation expense included in shared services and corporate expenses for the three months ended September 30, 2016 and 2015:
 
 
Three Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
Amount
 
Percent
 
(Amounts in millions)
Share-based compensation expense:
 
 
 
 
 
 
 
Stock options
$
8.5

 
$
10.3

 
$
(1.8
)
 
(17.5
)%
Restricted share units and other share-based compensation
13.2

 
7.1

 
6.1

 
85.9
 %
 
$
21.7

 
$
17.4

 
$
4.3

 
24.7
 %

Restructuring and Other Items. Restructuring and other items includes restructuring and severance costs, certain transaction related costs, and certain unusual items, when applicable. Amounts in the three months ended September 30, 2016 primarily represent professional fees associated with the Starz Transaction and certain severance costs, of which approximately $2.4 million are non-cash charges resulting from the acceleration of vesting of stock awards. Amounts in the three months ended September 30, 2015 represent pension withdrawal costs of $2.7 million related to an underfunded multi-employer pension plan that the Company is no longer participating in, and professional fees associated with certain strategic transactions.

Purchase accounting and related adjustments. Purchase accounting and related adjustments represent the charge for the accretion of the noncontrolling interest discount that is included in general and administrative expense (see Note 10 to our unaudited condensed consolidated financial statements).

Start-up costs of new business initiatives. Start-up costs of new business initiatives represent general and administrative expense associated with the Company's direct to consumer initiatives including its subscription video-on-demand platforms.
Depreciation, Amortization and Other Expenses (Income)
Depreciation and amortization was $4.3 million in the three months ended September 30, 2016, compared to $2.5 million in the three months ended September 30, 2015.
Interest expense of $15.9 million for the three months ended September 30, 2016 increased $3.3 million, or 26.2%, from $12.6 million in the three months ended September 30, 2015. The following table sets forth the components of interest expense for the three months ended September 30, 2016 and 2015:
 

57

 
Three Months Ended
 
September 30,
 
2016
 
2015
 
(Amounts in millions)
Interest Expense
 
 
 
Cash Based:
 
 
 
Senior revolving credit facility
$
3.4

 
$
0.9

Convertible senior subordinated notes
0.6

 
0.6

5.25% Senior Notes
3.0

 
3.0

Term Loan
5.1

 
5.1

Other
1.4

 
0.7

 
13.5

 
10.3

Non-Cash Based:
 
 
 
Amortization of discount and deferred financing costs
2.4

 
2.3

 
$
15.9

 
$
12.6

Interest and other income was $1.2 million in the three months ended September 30, 2016, compared to $0.6 million in the three months ended September 30, 2015.
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 September 30, 2016 and 2015:
 
 
September 30, 2016
 
Three Months Ended
 
 
September 30,
 
Ownership Percentage
 
2016
 
2015
 
 
 
(Amounts in millions)
EPIX(1)
31.2%
 
$
5.1

 
$
8.2

Pop(1)
50.0%
 
(2.4
)
 
1.0

Other
Various
 
(0.8
)
 
(2.1
)
 
 
 
$
1.9

 
$
7.1

 ______________________
(1)
We license certain of our theatrical releases and other films and television programs to EPIX and Pop. A portion of the profits of these licenses reflecting our ownership share in the venture is eliminated through an adjustment to the equity interest income (loss) of the venture. These profits are recognized as they are realized by the venture (see Note 3 to our unaudited condensed consolidated financial statements).

Income Tax Benefit
We had an income tax benefit of $53.6 million in the three months ended September 30, 2016, compared to a benefit of $2.1 million in the three months ended September 30, 2015. In the quarter ended September 30, 2016, we determined that a small change in our estimated pretax results for the year ending March 31, 2017 would create a large change in our 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, we computed our tax provision (benefit) using the cut-off method which resulted in an income tax benefit of $53.6 million based on the actual taxes attributable to our year-to-date earnings. Our income tax provision (benefit) differs from the federal statutory rate multiplied by pre-tax income (loss) and has changed from the three months ended September 30, 2015. Our income tax provision (benefit) is 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 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.
The increase in our income tax benefit in the three months ended September 30, 2016 as compared to the three months ended September 30, 2015 is driven by lower pre-tax income and a change in the mix of pre-tax income (loss) generated across the various jurisdictions in which we operate which 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.

58

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 2017 as compared to fiscal 2016.

Net Loss Attributable to Lions Gate Entertainment Corp. Shareholders
Net loss attributable to our shareholders for the three months ended September 30, 2016 was $17.5 million, or basic and diluted net loss per common share of $0.12 on 147.8 million weighted average common shares outstanding. This compares to net loss attributable to our shareholders for the three months ended September 30, 2015 of $42.1 million, or basic and diluted net loss per common share of $0.28 on 148.3 million weighted average common shares outstanding.


Six Months Ended September 30, 2016 Compared to Six Months Ended September 30, 2015
The following table sets forth segment information by business unit, and as a percentage of segment revenues, for the six months ended September 30, 2016 and 2015. Due to the November 2015 acquisition of Pilgrim Media Group, the six months ended September 30, 2016 includes the results of operations from Pilgrim Media Group within the Television Production segment, as compared to the six months ended September 30, 2015, which do not include the results of operations of Pilgrim Media Group (see Note 9 to our unaudited condensed consolidated financial statements).  The revenue from Pilgrim Media Group titles was $70.2 million for the six months ended September 30, 2016.
 
 
Six Months Ended
 
 
 
September 30,
 
 
 
2016
 
2015
 
Increase (Decrease)
 
Amount
 
% of Segment Revenues
 
Amount
 
% of Segment Revenues
 
Amount
 
Percent
 
(Amounts in millions)
 
 
Segment revenues(1)
 
 
 
 
 
 
 
 
 
 
 
Motion Pictures
$
826.9

 
 
 
$
629.3

 
 
 
$
197.6

 
31.4
 %
Television Production
366.2

 
 
 
256.4

 
 
 
109.8

 
42.8
 %
 
$
1,193.1

 
 
 
$
885.7

 
 
 
$
307.4

 
34.7
 %
Gross segment contribution
 
 
 
 
 
 
 
 
 
 
 
Motion Pictures
$
84.1

 
10.2
%
 
$
98.0

 
15.6
%
 
$
(13.9
)
 
(14.2
)%
Television Production
38.1

 
10.4

 
32.7

 
12.8

 
5.4

 
16.5
 %
 
$
122.2

 
10.2
%
 
$
130.7

 
14.8
%
 
$
(8.5
)
 
(6.5
)%
_________________________________________
(1)
Gross segment contribution is defined as segment revenue less segment direct operating and distribution and marketing expenses, and excludes purchase accounting and related adjustments, start-up costs of new business initiatives, non-cash imputed interest charges, and backstopped prints and advertising ("P&A") expense (see Note 15 to our unaudited condensed consolidated financial statements). Gross segment contribution amounts for the six months ended September 30, 2015 reflect the reclassification of certain distribution and marketing expenses in order to be consistent with the current period presentation (see Distribution and Marketing Expenses below).

A significant component of revenue comes from home entertainment. The following table sets forth total home entertainment revenue for both the Motion Pictures and Television Production reporting segments for the six months ended September 30, 2016 and 2015:
 
Six Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent
 
 
 
(Amounts in millions)
 
 
Home Entertainment Revenue
 
 
 
 
 
 
 
Motion Pictures
$
301.0

 
$
262.4

 
$
38.6

 
14.7
 %
Television Production
10.0

 
20.5

 
(10.5
)
 
(51.2
)%
 
$
311.0

 
$
282.9

 
$
28.1

 
9.9
 %

59


Motion Pictures Revenue
The table below sets forth the components of revenue and the changes in these components for the motion pictures reporting segment for the six months ended September 30, 2016 and 2015.
 
 
Six Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Motion Pictures
 
 
 
 
 
 
 
Theatrical
$
109.2

 
$
49.4

 
$
59.8

 
121.1
 %
Home Entertainment
301.0

 
262.4

 
38.6

 
14.7
 %
Television
122.7

 
108.3

 
14.4

 
13.3
 %
International
282.0

 
192.6

 
89.4

 
46.4
 %
Other
12.0

 
16.6

 
(4.6
)
 
(27.7
)%
 
$
826.9

 
$
629.3

 
$
197.6

 
31.4
 %

60

Motion Pictures — Theatrical Revenue
The following table sets forth the components of theatrical revenue by product category for the six months ended September 30, 2016 and 2015:
 
Six Months Ended
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Theatrical revenues
 
 
 
 
 
 
 
Feature Film(1)
$
98.5

 
$
39.4

 
$
59.1

 
150.0
 %
Managed Brands(2)
4.7

 
6.0

 
(1.3
)
 
(21.7
)%
Other(3)
6.0

 
4.0

 
2.0

 
50.0
 %
 
$
109.2

 
$
49.4

 
$
59.8

 
121.1
 %
___________________
n/m - Percentage not meaningful.
(1)
Feature Film includes releases through our Lionsgate and Summit Entertainment film labels, which includes films developed and produced in-house, films co-developed and co-produced and films acquired from third parties.
(2)
Managed Brands represents direct-to-DVD motion pictures, acquired and licensed brands, third-party library product and ancillary-driven platform theatrical releases. These theatrical releases included releases through our specialty films distribution labels, Lionsgate Premiere, and through CodeBlack Films, and with our equity method investee, Roadside Attractions.
(3)
Represents certain specialty theatrical releases with our equity method investee, Pantelion Films, and other titles.
The following table sets forth the titles that represented a significant portion of theatrical revenue for the six months ended September 30, 2016 and 2015, respectively:
Six Months Ended September 30,
2016
 
2015
 
Theatrical 
Release Date
 
 
Theatrical 
Release Date
Feature Film:
 
 
Feature Film:
 
Fiscal 2017 Theatrical Slate:
 
 
Fiscal 2016 Theatrical Slate:
 
Deepwater Horizon
September 2016
 
Sicario
September 2015
Blair Witch
September 2016
 
Shaun the Sheep Movie
August 2015
The Wild Life
September 2016
 
American Ultra
August 2015
Mechanic: Resurrection
August 2016
 
The Age of Adaline
April 2015
Hell or High Water
August 2016
 
Child 44
April 2015
Nerve
July 2016
 
 
 
Café Society
July 2016
 
 
 
Now You See Me 2
June 2016
 
 
 
Criminal
April 2016
 
 
 
Fiscal 2016 Theatrical Slate:
 
 
Fiscal 2015 Theatrical Slate:
 
The Divergent Series: Allegiant
March 2016
 
The Divergent Series: Insurgent
March 2015
Theatrical revenue of $109.2 million increased $59.8 million, or 121.1%, in the six months ended September 30, 2016, as compared to the six months ended September 30, 2015, primarily driven by our feature films, and in particular, the performance of Now You See Me 2 in the current period. The increase was also due to a greater number of films released in the current period as compared to the prior year's period. Deepwater Horizon was released on September 30, 2016, and therefore its contribution to revenues in the current period was limited to one day. Additionally, the prior year's period included the release of The Age of Adaline, which had a strong performance at the box office, however under the terms of our distribution arrangement, we recorded only our distribution fee as theatrical revenue.


61

Motion Pictures — Home Entertainment Revenue
The following table sets forth the titles released on home entertainment in the six months ended September 30, 2016 and 2015, in addition to other titles which contributed a significant amount of home entertainment revenue in the current and prior year's period, respectively:

Six Months Ended September 30,
2016
 
2015
 
Packaged Media
Release Date
 
 
Packaged Media
Release Date
Feature Film:
 
 
Feature Film:
 
Fiscal 2017 Theatrical Slate:
 
 
Fiscal 2016 Theatrical Slate:
 
Now You See Me 2
September 2016
 
The Age of Adaline
September 2015
Criminal
July 2016
 
Child 44
August 2015
Fiscal 2016 Theatrical Slate:
 
 
Fiscal 2015 Theatrical Slate:
 
The Divergent Series: Allegiant
July 2016
 
The Divergent Series: Insurgent
August 2015
Gods of Egypt
May 2016
 
The D.U.F.F.
June 2015
Dirty Grandpa
May 2016
 
Mortdecai
May 2015
The Choice
May 2016
 
The Hunger Games: Mockingjay - Part 1
March 2015
Norm of the North
April 2016
 
John Wick
February 2015
The Hunger Games: Mockingjay - Part 2
March 2016
 
 
 
Managed Brands:
 
 
Managed Brands:
 
I am Wrath
July 2016
 
Ex Machina
July 2015
Precious Cargo
June 2016
 
Maggie
July 2015
The Witch
May 2016
 
Last Knights
June 2015
The following table sets forth the components of home entertainment revenue by product category for the six months ended September 30, 2016 and 2015:
 
 
Six Months Ended September 30,
 
 
 
2016
 
2015
 
Total Increase (Decrease)
 
Packaged
Media
 
Digital
Media(1)
 
Total
 
Packaged
Media
 
Digital
Media(1)
 
Total
 
 
 
 
 
 
(Amounts in millions)
 
 
 
 
 
 
Home entertainment revenues(2)
 
 
 
 
 
 
 
 
 
 
 
 
 
Feature Film:
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal 2017 Theatrical Slate
$
24.0

 
$
5.2

 
$
29.2

 
$
—

 
$
—

 
$
—

 
$
29.2

Fiscal 2016 Theatrical Slate
58.9

 
73.6

 
132.5

 
10.2

 
1.3

 
11.5

 
121.0

Fiscal 2015 Theatrical Slate
2.2

 
4.8

 
7.0

 
48.8

 
52.8

 
101.6

 
(94.6
)
Prior Theatrical Slates
16.4

 
14.6

 
31.0

 
22.4

 
17.3

 
39.7

 
(8.7
)
Total Feature Film
101.5

 
98.2

 
199.7

 
81.4

 
71.4

 
152.8

 
46.9

Managed Brands
62.8

 
35.1

 
97.9

 
70.2

 
35.9

 
106.1

 
(8.2
)
Other
2.0

 
1.4

 
3.4

 
2.1

 
1.4

 
3.5

 
(0.1
)
 
$
166.3

 
$
134.7

 
$
301.0

 
$
153.7

 
$
108.7

 
$
262.4

 
$
38.6

  ___________________
(1)
Digital media revenue consists of revenues generated from pay-per-view and video-on-demand platforms, EST, and digital rental.
(2)
Certain amounts in the prior year's period have been reclassified between product types in order to be consistent with the current period classification.

62

Home entertainment revenue of $301.0 million increased $38.6 million, or 14.7%, in the six months ended September 30, 2016, as compared to the six months ended September 30, 2015. The increase was primarily driven by a greater number of Feature Film titles released on packaged media and digital media in the current period (seven) as compared to the prior year's period (five), and to a lesser extent, the increase was also driven by the performance of those films. The decrease in Managed Brands was primarily due to revenues generated in this category from the titles listed in the table above in the six months ended September 30, 2016, as compared to the six months ended September 30, 2015.
Motion Pictures — Television Revenue
The following table sets forth the titles contributing significant motion pictures television revenue for the six months ended September 30, 2016 and 2015:
 
Six Months Ended September 30,
2016
  
2015
Feature Film:
 
Feature Film:
Fiscal 2016 Theatrical Slate:
  
Fiscal 2015 Theatrical Slate:
The Last Witch Hunter
 
John Wick
Shaun the Sheep
 
The Expendables 3
Sicario
 
The Hunger Games: Mockingjay - Part 1
The Hunger Games: Mockingjay - Part 2
 
 
Prior Theatrical Slates:
 
Prior Theatrical Slates:
Divergent
 
Now You See Me
The Hunger Games: Catching Fire
 
The Twilight Saga: Breaking Dawn - Part 2
 
 
Managed Brands:
 
 
Kevin Hart: Let Me Explain

The following table sets forth the components of television revenue by product category for the six months ended September 30, 2016 and 2015:
 
 
Six Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Television revenues(1)
 
 
 
 
 
 
 
Feature Film:
 
 
 
 
 
 
 
Fiscal 2016 Theatrical Slate
$
44.6

 
$
—

 
$
44.6

 
n/m

Fiscal 2015 Theatrical Slate
1.0

 
38.4

 
(37.4
)
 
(97.4
)%
Prior Theatrical Slates
63.2

 
51.6

 
11.6

 
22.5
 %
Total Feature Film
108.8

 
90.0

 
18.8

 
20.9
 %
Managed Brands
12.5

 
17.1

 
(4.6
)
 
(26.9
)%
Other
1.4

 
1.2

 
0.2

 
16.7
 %
 
$
122.7

 
$
108.3

 
$
14.4

 
13.3
 %
___________________
n/m - Percentage not meaningful.
(1)
Certain amounts in the prior year's period have been reclassified between product types in order to be consistent with the current period classification.
Television revenue increased in the six months ended September 30, 2016, as compared to the six months ended September 30, 2015, due primarily to a greater number of titles with television windows opening in the current period from our feature films, and in particular from our Prior Theatrical Slates.
 

63

Motion Pictures — International Revenue
The following table sets forth the titles contributing significant motion pictures international revenue for the six months ended September 30, 2016 and 2015:
 
Six Months Ended September 30,
2016
  
2015
Feature Film:
 
Feature Film:
Fiscal 2017 Theatrical Slate:
  
Fiscal 2016 Theatrical Slate:
Deepwater Horizon
 
Child 44
Now You See Me 2
 
 
Fiscal 2016 Theatrical Slate:
 
Fiscal 2015 Theatrical Slate:
Gods of Egypt
 
Mortdecai
The Divergent Series: Allegiant
 
The Divergent Series: Insurgent
The Hunger Games: Mockingjay - Part 2
  
The Hunger Games: Mockingjay - Part 1
UK Third Party Product:
 
UK Third Party Product:
London Has Fallen
 
A Little Chaos
The following table sets forth the components of international revenue by product category for the six months ended September 30, 2016 and 2015:
 
 
Six Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
International revenues(1)
 
 
 
 
 
 
 
Feature Film:
 
 
 
 
 
 
 
Fiscal 2017 Theatrical Slate
$
111.5

 
$
—

 
$
111.5

 
n/m

Fiscal 2016 Theatrical Slate
107.8

 
35.4

 
72.4

 
204.5
 %
Fiscal 2015 Theatrical Slate
3.8

 
82.9

 
(79.1
)
 
(95.4
)%
Prior Theatrical Slates
16.2

 
29.2

 
(13.0
)
 
(44.5
)%
Total Feature Film
239.3

 
147.5

 
91.8

 
62.2
 %
UK Third Party Product(2)
25.8

 
33.1

 
(7.3
)
 
(22.1
)%
Managed Brands
12.3

 
8.7

 
3.6

 
41.4
 %
Other
4.6

 
3.3

 
1.3

 
39.4
 %
 
$
282.0

 
$
192.6

 
$
89.4

 
46.4
 %
___________________
n/m - Percentage not meaningful.
(1)
Certain amounts in the prior year's period have been reclassified between product types in order to be consistent with the current period classification. 
(2)
UK Third Party Product represents titles acquired separately for self-distribution in the U.K. territory.

International motion pictures revenue increased in the six months ended September 30, 2016, as compared to the six months ended September 30, 2015, primarily due to higher revenue from our feature films, and in particular, significant contributions from Now You See Me 2 and Gods of Egypt in the current period.
Television Production Revenue
The following table sets forth the components and the changes in the components of revenue that make up television production revenue for the six months ended September 30, 2016 and 2015:


64

 
Six Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
Amount
 
Percent
Television Production
(Amounts in millions)
 
 
 
 
Domestic Television
$
307.4

 
$
146.9

 
$
160.5

 
109.3
 %
International
43.7

 
85.8

 
(42.1
)
 
(49.1
)%
Home Entertainment Revenue
 
 
 
 
 
 
 
Digital
5.9

 
15.6

 
(9.7
)
 
(62.2
)%
Packaged Media
4.1

 
4.9

 
(0.8
)
 
(16.3
)%
Total Home Entertainment Revenue
10.0

 
20.5

 
(10.5
)
 
(51.2
)%
Other
5.1

 
3.2

 
1.9

 
59.4
 %
 
$
366.2

 
$
256.4

 
$
109.8

 
42.8
 %
 
Television Production - Domestic Television
Domestic television revenue increased in the six months ended September 30, 2016, as compared to the six months ended September 30, 2015, primarily due to an increase in television episodes delivered and $70.2 million of domestic television revenue from Pilgrim Media Group, acquired on November 12, 2015, and to a lesser extent, the mix of titles contributing revenue in the current period as compared to the prior year's period. Television episodes delivered for original exhibition during the six months ended September 30, 2016 and 2015 included the episode deliveries as shown in the table below:
 
 
Six Months Ended
 
 
 
Six Months Ended
 
 
September 30, 2016
 
 
 
September 30, 2015
 
 
Episodes
 
Hours
 
 
 
Episodes
 
Hours
Casual - Season 2
1/2hr
13

 
6.5

 
Casual - Season 1
1/2hr
10

 
5.0

Feed the Beast - Season 1
1hr
10

 
10.0

 
Manhattan - Season 2
1hr
5

 
5.0

Graves
1/2hr
10

 
5.0

 
Monica the Medium - Season 1
1hr
10

 
10.0

Greenleaf - Season 1
1hr
10

 
10.0

 
Nashville - Season 3
1hr
5

 
5.0

Guilt - Season 1
1hr
9

 
9.0

 
Nashville - Season 4
1hr
2

 
2.0

Monica the Medium - Season 2
1hr
9

 
9.0

 
Orange Is The New Black - Season 3
1hr
1

 
1.0

Nashville - Season 4
1hr
5

 
5.0

 
Orange Is The New Black - Season 4
1hr
4

 
4.0

Orange Is The New Black - Season 5
1hr
2

 
2.0

 
Other(1)
1/2hr & 1hr
25

 
16.0

Other(1)
1/2hr
41

 
20.5

 
 
 
 
 
 
 
 
109

 
77.0

 
 
 
62

 
48.0

___________________
(1)
Other in the six months ended September 30, 2016 includes episodes delivered for Deadbeat (Season 3), Douglas Family Gold, Nightcap (Season 1), Flea Market Flip (Season 8), and Holey Foley (Season 1), among others. Other in the six months ended September 30, 2015 includes episodes delivered for Cuckoo, Deadbeat (Season 2), Deion's Family Playbook, DeSean Jackson: Home Team (Season 1), Flea Market Flip (Season 6), and Guilt.

In addition to the titles mentioned in the table above, significant domestic television revenue was contributed in the six months ended September 30, 2016 from Family Feud (Season 9), The Wendy Williams Show (Season 7), House of Payne, Celebrity Name Game (Season 2), and Anger Management, and from The Runner (Season 1), and The Ultimate Fighter (Season 23) as a result of the acquisition of Pilgrim Media Group. In the six months ended September 30, 2015, in addition to the titles mentioned in the table above, significant domestic television revenue was contributed from Family Feud (Season 8), The Wendy Williams Show (Season 6), Celebrity Name Game (Season 1), and Anger Management.


65

Television Production - International Revenue
International revenue in the six months ended September 30, 2016 decreased as compared to the six months ended September 30, 2015, primarily driven by a significant contribution in the prior year's period from Orange Is the New Black (Seasons 1 - 4), compared to a significant contribution in the current period from Orange Is the New Black (Season 4).
Television Production - Home Entertainment Revenue
Home entertainment revenue in the six months ended September 30, 2016 decreased as compared to the six months ended September 30, 2015, primarily due to a decrease in digital media revenue driven by revenue in the prior year's period from Blue Mountain State (Seasons 1 - 3), Mad Men (Season 7), Orange Is The New Black (Season 1), and Ascension, with no comparable revenue in the current period.
Direct Operating Expenses
The following table sets forth direct operating expenses by segment for the six months ended September 30, 2016 and 2015:
 
 
Six Months Ended
 
Six Months Ended
 
September 30, 2016
 
September 30, 2015
 
Motion
Pictures
 
Television
Production
 
Total
 
Motion
Pictures
 
Television
Production
 
Total
 
(Amounts in millions)
Direct operating expenses
 
 
 
 
 
 
 
 
 
 
 
Amortization of films and television programs
$
326.4

 
$
246.2

 
$
572.6

 
$
221.0

 
$
140.3

 
$
361.3

Participation and residual expense
91.9

 
68.8

 
160.7

 
96.0

 
63.6

 
159.6

Provision for doubtful accounts and foreign exchange losses
4.1

 
(0.2
)
 
3.9

 
0.2

 
2.0

 
2.2

 
422.4

 
314.8

 
737.2

 
317.2

 
205.9

 
523.1

Other(1)
—

 
—

 
16.0

 
—

 
—

 
—

Total direct operating expenses
$
422.4

 
$
314.8

 
$
753.2

 
$
317.2

 
$
205.9

 
$
523.1

Direct operating expenses as a percentage of segment revenues
51.1
%
 
86.0
%
 
63.1
%
 
50.4
%
 
80.3
%
 
59.1
%
______________________
(1)
Other direct operating expenses primarily consist of the incremental amortization expense of the purchase accounting fair value adjustments on television assets related to the acquisition of Pilgrim Media Group, and direct operating costs related to our new direct-to-consumer business initiatives including our subscription video-on-demand platforms.

Direct operating expenses of the Motion Pictures segment of $422.4 million for the six months ended September 30, 2016 were 51.1% of motion pictures revenue, compared to $317.2 million, or 50.4% of motion pictures revenue for the six months ended September 30, 2015. The increase in direct operating expenses of $105.2 million is primarily due to an increase in motion pictures revenue in the six months ended September 30, 2016, as compared to the six months ended September 30, 2015. The slight increase in direct operating expenses as a percentage of motion pictures revenue was primarily driven by the higher amortization rates in the current period of Gods of Egypt, The Divergent Series: Allegiant, and The Hunger Games: Mockingjay - Part 2 from our Fiscal 2016 Theatrical Slate, as compared to the amortization rates in the prior year's period of The Divergent Series: Insurgent and The Hunger Games: Mockingjay - Part 1 from our Fiscal 2015 Theatrical Slate. Included in direct operating expenses are investment in film write-downs of approximately $6.3 million in the six months ended September 30, 2016, compared to approximately $8.5 million in the six months ended September 30, 2015. Foreign exchange losses in the six months ended September 30, 2016 increased compared to the six months ended September 30, 2015, and the provision for doubtful accounts remained primarily consistent.
Direct operating expenses of the Television Production segment of $314.8 million for the six months ended September 30, 2016 were 86.0% of television revenue, compared to $205.9 million, or 80.3%, of television revenue for the six months ended September 30, 2015. The increase in direct operating expense is primarily due to an increase in television production revenue. The increase in direct operating expenses as a percentage of television production revenue is primarily due to the mix of titles generating revenue in the current period as compared to the prior year's period. In particular, the prior year's period included significant international revenue from Orange Is The New Black (Seasons 1 - 4), and the current period includes revenue from a

66

greater number of new television programs as compared to the prior year's period, such as Greenleaf, Feed the Beast and Graves, which typically result in higher amortization expenses in relation to revenues initially, until there are a sufficient number of subsequent seasons ordered and episodes produced, such that revenue can be generated from syndication in domestic and international markets.

Distribution and Marketing Expenses
The following table sets forth distribution and marketing expenses by segment for the six months ended September 30, 2016 and 2015:
 
 
Six Months Ended
 
Six Months Ended
 
September 30, 2016
 
September 30, 2015
 
Motion
Pictures
 
Television
Production
 
Total
 
Motion
Pictures
 
Television
Production
 
Total
 
(Amounts in millions)
Distribution and marketing expenses
 
 
 
 
 
 
 
 
 
 
 
Theatrical
$
215.7

 
$
—

 
$
215.7

 
$
118.5

 
$
—

 
$
118.5

Home Entertainment
65.0

 
2.1

 
67.1

 
60.7

 
3.3

 
64.0

International
35.2

 
4.2

 
39.4

 
27.5

 
7.5

 
35.0

Television
3.8

 
7.9

 
11.7

 
7.5

 
6.9

 
14.4

 
319.7

 
14.2

 
333.9

 
214.2

 
17.7

 
231.9

Other(1)
—

 
—

 
13.1

 
—

 
—

 
(6.8
)
Total distribution and marketing expenses
$
319.7

 
$
14.2

 
$
347.0

 
$
214.2

 
$
17.7

 
$
225.1

___________________
(1)
Other distribution and marketing expenses in the six months ended September 30, 2016 consist of distribution and marketing costs related to our new direct-to-consumer business initiatives, including our subscription video-on-demand platforms, and backstopped P&A expense. Backstopped P&A expense represents the amount of theatrical marketing expense for third party titles that we funded and expensed for which a third party provides a first dollar loss guarantee (subject to a cap) that such expense will be recouped from the performance of the film (which results in minimal risk of loss to the Company). The amount represents the P&A expense incurred and expensed net of the impact of expensing the P&A costs over the revenue streams similar to a participation expense. We do not consider these costs part of segment distribution and marketing expense and have reclassified the prior year period's amount of $6.8 million of backstopped P&A from the Motion Pictures segment to Other to be consistent with the current period presentation.
The majority of distribution and marketing expenses relate to the Motion Pictures segment. Theatrical P&A in the Motion Pictures segment in the six months ended September 30, 2016 of $215.7 million increased $97.2 million, compared to $118.5 million in the six months ended September 30, 2015. The increase was primarily driven by higher P&A spending in the six months ended September 30, 2016 on our Feature Film theatrical releases due to a greater number of wide releases requiring P&A in the current period. In addition, while the six months ended September 30, 2016 included significant P&A spending for Deepwater Horizon, the film was released on September 30, 2016, and therefore its contribution to revenues in the current period was limited to one day. In the six months ended September 30, 2016, approximately $14.3 million of P&A was incurred in advance for films to be released in subsequent quarters, such as Middle School: The Worst Years of My Life, Power Rangers, Tyler Perry's Boo! A Madea Halloween, and La La Land. In the six months ended September 30, 2015, approximately $24.8 million of P&A was incurred in advance for films to be released in subsequent quarters, such as The Hunger Games: Mockingjay - Part 2, The Last Witch Hunter, Love The Coopers, and Freeheld.
Home entertainment distribution and marketing costs on motion pictures and television product in the six months ended September 30, 2016 of $67.1 million increased $3.1 million, or 4.8%, compared to $64.0 million in the six months ended September 30, 2015, primarily due to higher motion pictures home entertainment revenue. Home entertainment distribution and marketing costs as a percentage of home entertainment revenues were 21.6% in the six months ended September 30, 2016, compared to home entertainment distribution and marketing costs as a percentage of home entertainment revenues of 22.6% in the six months ended September 30, 2015. The slight decrease in home entertainment distribution and marketing costs as a percentage of home entertainment revenues was primarily due to lower packaged media distribution and marketing costs relative to home entertainment revenue in the six months ended September 30, 2016 as compared to the six months ended September 30, 2015.

67

International distribution and marketing expenses in the motion pictures segment in the six months ended September 30, 2016 of $35.2 million increased from $27.5 million in the six months ended September 30, 2015.

Gross Segment Contribution

Gross segment contribution is defined as segment revenue less segment direct operating and segment distribution and marketing expenses. The following table sets forth gross segment contribution for the six months ended September 30, 2016 and 2015:


 
Six Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
% of Segment Revenues
 
2015
 
% of Segment Revenues
 
Amount
 
Percent
 
(Amounts in millions)
 
 
 
 
Gross segment contribution
 
 
 
 
 
 
 
 
 
 
 
Motion Pictures
$
84.1

 
10.2
%
 
$
98.0

 
15.6
%
 
$
(13.9
)
 
(14.2
)%
Television Production
38.1

 
10.4

 
32.7

 
12.8

 
5.4

 
16.5
 %
 
$
122.2

 
10.2
%
 
$
130.7

 
14.8
%
 
$
(8.5
)
 
(6.5
)%
Gross segment contribution of the Motion Pictures segment for the six months ended September 30, 2016 of $84.1 million decreased $13.9 million, or 14.2%, as compared to the six months ended September 30, 2015. Despite an increase in Motion Pictures segment revenue, the decrease in gross segment contribution and gross contribution margin of the Motion Pictures segment is primarily due to higher distribution and marketing expenses as a percentage of motion pictures revenue, largely driven by the greater number of wide releases in the period and the release of Deepwater Horizon on September 30, 2016 which resulted in increased P&A spending in the six months ended September 30, 2016, however its contribution to revenues in the current quarter was limited to one day. In addition, direct operating expenses as a percentage of motion pictures revenue increased slightly.
Gross segment contribution of the Television Production segment for the six months ended September 30, 2016 of $38.1 million increased $5.4 million, or 16.5%, as compared to the six months ended September 30, 2015. While Television Production segment revenue and gross segment contribution increased, the decrease in gross contribution margin of the Television Production segment is due to higher direct operating expenses as a percentage of television production revenue.


68

General and Administrative Expenses
The following table sets forth general and administrative expenses by segment for the six months ended September 30, 2016 and 2015:
 
 
Six Months Ended
 
 
 
 
 
 
 
September 30,
 
 
 
Increase (Decrease)
 
2016
 
% of Revenues
 
2015
% of Revenues
 
Amount
 
Percent
 
(Amounts in millions)
General and administrative expenses
 
 
 
 
 
 
 
 
 
 
 
Motion Pictures
$
42.1

 
 
 
$
37.0

 
 
 
$
5.1

 
13.8
 %
Television Production
15.0

 
 
 
8.9

 
 
 
6.1

 
68.5
 %
Shared services and corporate expenses, excluding items below
36.1

 
 
 
43.5

 
 
 
(7.4
)
 
(17.0
)%
General and administrative expenses before items below:
93.2

 
7.8
%
 
89.4

 
10.1
%
 
3.8

 
4.3
 %
Share-based compensation expense
43.8

 
 
 
34.3

 
 
 
9.5

 
27.7
 %
Restructuring and other items
17.7

 
 
 
4.2

 
 
 
13.5

 
321.4
 %
Purchase accounting and related adjustments
2.5

 
 
 
—

 
 
 
2.5

 
n/m

Start-up costs of new business initiatives
5.9

 
 
 
0.4

 
 
 
5.5

 
n/m

Total general and administrative expenses
$
163.1

 
13.7
%
 
$
128.3

 
14.5
%
 
$
34.8

 
27.1
 %
Total General and Administrative Expenses
General and administrative expenses increased by $34.8 million, or 27.1%, as reflected in the table above and further discussed below.

General and administrative expenses of the Motion Pictures segment increased $5.1 million, or 13.8%, primarily due to increases in salaries and related expenses including expenses associated with new product lines and franchise extension activity.

General and administrative expenses of the Television Production segment increased $6.1 million, or 68.5%, primarily due to increases in salaries and related expenses associated with our Television syndication activities and general and administrative expenses from Pilgrim Media Group, acquired on November 12, 2015.
Shared services and corporate expenses excluding share-based compensation expense, restructuring and other items, purchase accounting and related adjustments and start-up costs of new business initiatives decreased $7.4 million, or 17.0%, primarily due to decreases in cash-based incentive compensation and professional fees.

Share-Based Compensation Expense. The following table sets forth share-based compensation expense included in shared services and corporate expenses for the six months ended September 30, 2016 and 2015:
 
 
Six Months Ended
 
 
 
 
 
September 30,
 
Increase (Decrease)
 
2016
 
2015
Amount
 
Percent
 
(Amounts in millions)
Share-based compensation expense:
 
 
 
 
 
 
 
Stock options
$
16.2

 
$
19.5

 
$
(3.3
)
 
(16.9
)%
Restricted share units and other share-based compensation
27.6

 
14.5

 
13.1

 
90.3
 %
Share appreciation rights
—

 
0.3

 
(0.3
)
 
(100.0
)%
 
$
43.8

 
$
34.3

 
$
9.5

 
27.7
 %


69

Restructuring and Other Items. Restructuring and other items includes restructuring and severance costs, certain transaction related costs, and certain unusual items, when applicable. Amounts in the six months ended September 30, 2016 primarily represent professional fees associated with the Starz Transaction and certain severance costs, of which approximately $2.4 million are non-cash charges resulting from the acceleration of vesting of stock awards. Amounts in the six months ended September 30, 2015 represent pension withdrawal costs of $2.7 million related to an underfunded multi-employer pension plan that the Company is no longer participating in, and professional fees associated with certain strategic transactions.

Purchase accounting and related adjustments. Purchase accounting and related adjustments represent the charge for the accretion of the noncontrolling interest discount that is included in general and administrative expense (see Note 10 to our unaudited condensed consolidated financial statements).

Start-up costs of new business initiatives. Start-up costs of new business initiatives represent general and administrative expense associated with the Company's direct to consumer initiatives including its subscription video-on-demand platforms.
Depreciation, Amortization and Other Expenses (Income)
Depreciation and amortization of $10.0 million for the six months ended September 30, 2016 increased $5.6 million from $4.4 million in the six months ended September 30, 2015.
Interest expense of $31.1 million in the six months ended September 30, 2016 increased $5.8 million from the six months ended September 30, 2015. The following table sets forth the components of interest expense for the six months ended September 30, 2016 and 2015:
 
 
Six Months Ended
 
September 30,
 
2016
 
2015
 
(Amounts in millions)
Interest Expense
 
 
 
Cash Based:
 
 
 
Senior revolving credit facility
$
6.3

 
$
1.8

Convertible senior subordinated notes
1.2

 
1.2

5.25% Senior Notes
5.9

 
5.9

Term Loans
10.1

 
10.0

Other
2.9

 
1.9

 
26.4

 
20.8

Non-Cash Based:
 
 
 
Amortization of discount and deferred financing costs
4.7

 
4.5

 
$
31.1

 
$
25.3

Interest and other income was $2.2 million in the six months ended September 30, 2016, compared to $1.2 million in the six months ended September 30, 2015.

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The following table represents our portion of the income or (loss) of our equity method investees based on our percentage ownership for the six months ended September 30, 2016 and 2015:
 
 
September 30, 2016
 
Six Months Ended
 
 
September 30,
 
Ownership Percentage
 
2016
 
2015
 
 
 
(Amounts in millions)
EPIX(1)
31.2%
 
$
16.0

 
$
21.2

Pop(1)
50.0%
 
(2.1
)
 
0.7

Other
Various
 
(1.1
)
 
(3.4
)
 
 
 
$
12.8

 
$
18.5

 ______________________
(1)
We license certain of our theatrical releases and other films and television programs to EPIX and Pop. A portion of the profits of these licenses reflecting our ownership share in the venture is eliminated through an adjustment to the equity interest income (loss) of the venture. These profits are recognized as they are realized by the venture (see Note 3 to our unaudited condensed consolidated financial statements).

Income Tax Provision (Benefit)

We had an income tax benefit of $79.9 million in the six months ended September 30, 2016, compared to an expense of $0.7 million in the six months ended September 30, 2015. In the six months ended September 30, 2016, we determined that a small change in our estimated pretax results for the year ending March 31, 2017 would create a large change in our 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, we computed our tax provision (benefit) using the cut-off method which resulted in an income tax benefit of $79.9 million based on the actual taxes attributable to our year-to-date earnings. Our income tax provision (benefit) differs from the federal statutory rate multiplied by pre-tax income (loss) and has changed from the six months ended September 30, 2015. Our income tax provision (benefit) is 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 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.
The increase in our income tax benefit in the six months ended September 30, 2016 as compared to the six months ended September 30, 2015 is driven by lower pre-tax income and a change in the mix of pre-tax income (loss) generated across the various jurisdictions in which we operate which 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.
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 2017 as compared to fiscal 2016.

Net Loss Attributable to Lions Gate Entertainment Corp. Shareholders
Net loss attributable to our shareholders for the six months ended September 30, 2016 was $16.2 million, or basic and diluted net loss per common share of $0.11 on 147.5 million weighted average common shares outstanding. This compares to net loss attributable to our shareholders for the six months ended September 30, 2015 of $1.4 million, or basic and diluted net loss per common share of $0.01 on 148.0 million weighted average common shares outstanding.


LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash
Our liquidity and capital resources have been provided principally through cash generated from operations, corporate debt, and our production loans. Our corporate debt at September 30, 2016 primarily consisted of our senior revolving credit facility, 5.25% Senior Notes, Term Loan Due 2022, and our convertible senior subordinated notes. See discussion below and Note 20 to our unaudited condensed consolidated financial statements for financing activity subsequent to September 30, 2016.

71

Our principal uses of cash in operations include the funding of film and television productions, film 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 $93.0 million, which may require the use of cash in the event the holders of the noncontrolling interests put their interests to the Company.
On June 30, 2016, Lionsgate and Starz entered into a Merger Agreement under which Lionsgate will acquire Starz for a combination of cash and common stock totaling approximately $4.4 billion enterprise value. The proposed merger is described in the "Overview" section. At the time of the Merger Agreement, Lionsgate had commitments of approximately $4.57 billion from banks to provide for (i) a $1.9 billion term loan B facility, (ii) a $1.0 billion term loan A facility, (iii) a $1.0 billion revolving credit facility (iv) a $520 million unsecured bridge facility and (v) a $150 million unsecured funded bridge facility.
On October 27, 2016, the Company closed a private offering of $520 million of senior notes due 2024 (the "5.875% Notes"). The 5.875% Notes bear interest at a rate of 5.875% per annum. The 5.875% Notes replace the $520 million unsecured bridge facility mentioned in the preceding paragraph.
On October 13, 2016, the Company announced that the lead arrangers for its new proposed senior secured credit facilities have allocated the loans under the Company’s $2.0 billion (reflecting an increase from the original commitment of $1.9 billion) term loan B facility. The Company expects that the term loan B facility will be issued at 99.5% and will bear interest at a rate per annum equal to LIBOR (subject to a LIBOR floor of 0.75%) plus 3.00%. The commitments with respect to the revolving credit facility, term loan A facility, term loan B facility and the unsecured bridge facility and the terms and conditions thereof (including the applicable interest rates) remain subject to the execution of definitive documentation, which is expected to occur concurrently with or in advance of the consummation of the Merger.
The Company expects that the revolving credit facility and the term loan A facility will initially bear interest at a rate per annum equal to LIBOR plus 2.50%, subject to reductions in the interest rate of up to 50 basis points (two reductions of 25 basis points each) upon achievement of certain net first lien leverage ratios.
The Company expects to use the proceeds of the 5.875% Notes, term loan A facility, term loan B facility, and the unsecured bridge facility, as well as a portion of the revolving credit facility currently expected to be $50 million to finance a portion of the consideration and transaction costs for its proposed merger with Starz and the associated transactions.
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, senior 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, including the funding of future film and television production, film 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 senior 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 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 Company did not repurchase any shares during the three months ended September 30, 2016.

72

Dividends. On September 22, 2016, the Company announced that, as contemplated in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 1, 2016, as amended, its Board of Directors suspended the Company’s quarterly cash dividend beginning immediately due to its anticipated merger with Starz. 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 increased by $46.7 million for the six months ended September 30, 2016 and increased by $68.3 million for the six months ended September 30, 2015, before foreign exchange effects on cash. Components of these changes are discussed below in more detail.
Operating Activities. Cash flows provided by (used in) operating activities for the six months ended September 30, 2016 and 2015 were as follows:
 
 
Six Months Ended
 
 
 
 
September 30,
 
 
 
 
2016
 
2015
 
Net Change
 
 
(Amounts in thousands)
Operating income (loss)
 
$
(80,188
)
 
$
4,877

 
$
(85,065
)
Amortization of films and television programs
 
588,549

 
361,290

 
227,259

Non-cash share-based compensation
 
46,200

 
33,983

 
12,217

Cash interest
 
(26,414
)
 
(20,728
)
 
(5,686
)
Current income tax provision
 
(6,955
)
 
(3,311
)
 
(3,644
)
Other non-cash charges included in operating activities
 
14,643

 
5,505

 
9,138

Cash flows from operations before changes in operating assets and liabilities
 
535,835

 
381,616

 
154,219

 
 
 
 
 
 
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
Accounts receivable, net
 
89,346

 
12,007

 
77,339

Investment in films and television programs
 
(446,670
)
 
(535,470
)
 
88,800

Other changes in operating assets and liabilities
 
15,887

 
(26,761
)
 
42,648

Changes in operating assets and liabilities
 
(341,437
)
 
(550,224
)
 
208,787

Net Cash Flows Provided By (Used In) Operating Activities
 
$
194,398

 
$
(168,608
)
 
$
363,006

Cash flows provided by operating activities for the six months ended September 30, 2016 were $194.4 million compared to cash flows used in operating activities of $168.6 million for the six months ended September 30, 2015. The increase in cash provided by operating activities for the six months ended September 30, 2016 as compared to the six months ended September 30, 2015 is primarily due to higher cash flows from operations before changes in operating assets and liabilities, higher collections of accounts receivables, lower investment in films and television programs production activity, and increases from changes in other operating assets and liabilities primarily driven by increases in accounts payable and accrued liabilities, and film obligations, partially offset by a decrease in deferred revenue.
Investing Activities. Cash flows used in investing activities for the six months ended September 30, 2016 and 2015 were as follows:
 
 
Six Months Ended
 
 
September 30,
 
 
2016
 
2015
 
 
(Amounts in thousands)
Investment in equity method investees
 
$
(5,344
)
 
$
(3,659
)
Distributions from equity method investees
 
2,263

 
—

Purchases of property and equipment
 
(6,301
)
 
(6,880
)
Net Cash Flows Used In Investing Activities
 
$
(9,382
)
 
$
(10,539
)

73

Cash used in investing activities of $9.4 million for the six months ended September 30, 2016 compared to $10.5 million for the six months ended September 30, 2015, as reflected above. The change was primarily due to distributions from equity method investees in the current period partially offset by cash used for investments in equity method investees in the current period as compared to the prior year's period.
Financing Activities. Cash flows (used in) provided by financing activities for the six months ended September 30, 2016 and 2015 were as follows:
 
 
Six Months Ended
 
 
September 30,
 
 
2016
 
2015
 
 
(Amounts in thousands)
Senior revolving credit facility - borrowings
 
$
454,000

 
$
48,000

Senior revolving credit facility - repayments
 
(314,000
)
 
(48,000
)
Net proceeds from senior revolving credit facility
 
140,000

 
—

 
 
 
 
 
Term Loan - borrowings, net of deferred financing costs of $964 in 2015
 
—

 
24,036

Convertible senior subordinated notes - repurchases
 
—

 
(5
)
Net proceeds from corporate debt
 
140,000

 
24,031

 
 
 
 
 
Production loans - borrowings
 
152,296

 
370,945

Production loans - repayments
 
(373,726
)
 
(112,474
)
Net proceeds from production loans
 
(221,430
)
 
258,471

 
 
 
 
 
Other financing activities
 
(56,881
)
 
(35,093
)
Net Cash Flows (Used In) Provided By Financing Activities
 
$
(138,311
)
 
$
247,409

Cash flows used in financing activities of $138.3 million for the six months ended September 30, 2016 compared to cash flows provided by financing activities of $247.4 million for the six months ended September 30, 2015. Cash flows used in financing activities for the six months ended September 30, 2016 primarily reflects net production loan repayments of $221.4 million and cash used for other financing activities, which includes dividend payments of $26.8 million and payments for tax withholding of $27.3 million required on equity awards, offset by net borrowings under our senior revolving credit facility of $140.0 million.
Cash flows provided by financing activities for the six months ended September 30, 2015 primarily reflects net borrowings under production loans of $258.5 million, and net proceeds of $24.0 million from additional borrowings under the Term Loan Due 2022, offset by cash used for other financing activities which includes dividend payments of $20.6 million and payments for tax withholding of $19.0 million required on equity awards offset by the proceeds from the exercise of stock options.

74


Corporate Debt

See Note 5 to our unaudited condensed consolidated financial statements for a discussion of our corporate debt. The principal amounts outstanding under our corporate debt as of September 30, 2016 and March 31, 2016 were as follows:
 
Maturity Date
 
Conversion Price Per Share as of September 30, 2016
 
Principal Amounts Outstanding
 
 
 
September 30,
 
March 31,
 
 
 
2016
 
2016
 
 
 
 
 
(Amounts in thousands)
Senior revolving credit facility(1)
September 2017
 
N/A
 
$
301,000

 
$
161,000

5.25% Senior Notes(2)
August 2018
 
N/A
 
225,000

 
225,000

Term Loan Due 2022(3)
March 2022
 
N/A
 
400,000

 
400,000

Principal amounts of convertible senior subordinated notes
 
 
 
 
 
 
 
January 2012 4.00% Notes
January 2017
 
$10.21
 
41,850

 
41,850

April 2013 1.25% Notes
April 2018
 
$29.19
 
60,000

 
60,000

 
 
 
 
 
$
1,027,850

 
$
887,850

 ______________________
(1)
Senior Revolving Credit Facility: The senior revolving credit facility provides for borrowings up to $800.0 million, limited by a borrowing base and also reduced by outstanding letters of credit, if any. At September 30, 2016, there was $499.0 million available (March 31, 2016 — $639.0 million). Interest is payable at an alternative base rate, as defined, plus 1.5% or LIBOR plus 2.5% as designated by us. We are required to pay a quarterly commitment fee of 0.375% to 0.5% per annum on our unused capacity for the period. Obligations are secured by collateral (as defined in the credit agreement) granted by us and certain of our subsidiaries, as well as a pledge of equity interests in certain of our subsidiaries. The senior revolving credit facility contains a number of covenants, and as of September 30, 2016, we were in compliance with all applicable covenants.
(2)
5.25% Senior Notes: The 5.25% Senior Notes contain a number of restrictions and covenants, and as of September 30, 2016, we were in compliance with all applicable covenants. Interest is payable semi-annually on February 1 and August 1 of each year at a rate of 5.25% per year.
(3)
Term Loan Due 2022: The Term Loan Due 2022 contains a number of restrictions and covenants, and as of September 30, 2016, we were in compliance with all applicable covenants. Interest is payable on the last business day of each April, July, October and January at a rate of 5.00% per year.
Production Loans
The amounts outstanding under our production loans as of September 30, 2016, and March 31, 2016 were as follows:
 
 
September 30,
 
March 31,
 
 
2016
 
2016
 
 
(Amounts in thousands)
 
 
 
 
 
Production loans(1)
 
$
468,940

 
$
690,371

 ______________________
(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 3.53% to 3.79%.



75

Table of Debt and Contractual Commitments
The following table sets forth our future annual repayment of debt, and our contractual commitments as of September 30, 2016:
 
 
Six Months Ended March 31,
 
Year Ended March 31,
 
2017
 
2018
 
2019
 
2020
 
2021
 
Thereafter
 
Total
 
 
 
 
 
(Amounts in thousands)
 
 
 
 
Future annual repayment of debt recorded as of September 30, 2016 (on-balance sheet arrangements)
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior revolving credit facility
$
—

 
$
301,000

 
$
—

 
$
—

 
$
—

 
$
—

 
$
301,000

5.25% Senior Notes
—

 
—

 
225,000

 
—

 
—

 
—

 
225,000

Term Loan Due 2022
—

 
—

 
—

 
—

 
—

 
400,000

 
400,000

Film obligations and production loans(1)
328,346

 
184,239

 
1,000

 
—

 
—

 
—

 
513,585

Principal amounts of convertible senior subordinated notes
41,850

 
—

 
60,000

 
—

 
—

 
—

 
101,850

 
370,196

 
485,239

 
286,000

 
—

 
—

 
400,000

 
1,541,435

Contractual commitments by expected repayment date (off-balance sheet arrangements)
 
 
 
 
 
 
 
 
 
 
 
 
 
Film obligation and production loan commitments(2)
257,047

 
231,280

 
9,386

 
53,053

 
1,650

 
2,625

 
555,041

Interest payments(3)
17,118

 
32,563

 
26,281

 
20,000

 
20,000

 
22,444

 
138,406

Operating lease commitments
5,762

 
14,019

 
14,414

 
14,808

 
14,743

 
33,678

 
97,424

Other contractual obligations
53,797

 
68,347

 
37,534

 
12,231

 
6,057

 
6,062

 
184,028

 
333,724

 
346,209

 
87,615

 
100,092

 
42,450

 
64,809

 
974,899

Total future commitments under contractual obligations (4)
$
703,920

 
$
831,448

 
$
373,615

 
$
100,092

 
$
42,450

 
$
464,809

 
$
2,516,334

 ___________________
(1)
Film obligations include minimum guarantees and theatrical marketing 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 and minimum guarantee commitments. Distribution and marketing commitments represent contractual commitments for future expenditures associated with distribution and marketing of films which we will distribute. The payment dates of these amounts are primarily based on the anticipated release date of the film. Minimum guarantee commitments represent contractual commitments related to the purchase of film rights for pictures to be delivered in the future. 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 corporate debt, excluding the interest payments on the senior 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 are $93.0 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 10 to our unaudited condensed consolidated financial statements).


76

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 $126.5 million at September 30, 2016 (March 31, 2016 - $61.3 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 September 30, 2016 and March 31, 2016 was $1.5 billion and $1.5 billion, respectively.
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.

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 September 30, 2016, we had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 18 months from September 30, 2016):
September 30, 2016
Foreign Currency
 
Foreign Currency Amount
 
US Dollar Amount
 
Weighted Average Exchange Rate Per $1 USD
 
 
(Amounts in millions)
 
(Amounts in millions)
 
 
British Pound Sterling
 

£0.9

in exchange for

$1.2

 
£0.71
Australian Dollar
 

A$56.8

in exchange for

$50.6

 
A$1.12
Canadian Dollar
 

C$24.6

in exchange for

$18.8

 
C$1.31
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 and six months ended September 30, 2016 were losses, net of tax, of $0.4 million and $3.0 million, respectively (2015 - gains, net of tax, of $3.0 million and $3.0 million, respectively), and are included

77

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 and six months ended September 30, 2016 were nil and $0.4 million, respectively (2015 - gain of nil and $0.1 million, respectively) and are included in direct operating expenses in the accompanying unaudited condensed consolidated statements of operations. 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 amended and restated senior revolving credit facility 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 amended and restated senior revolving credit facility is a percentage per annum equal to 2.50% plus an adjusted rate based on LIBOR. Assuming the amended and restated senior revolving credit facility is drawn up to its maximum borrowing capacity of $800 million, based on the applicable LIBOR in effect as of September 30, 2016, each quarter point change in interest rates would result in a $2.0 million change in annual interest expense on the amended and restated senior revolving credit facility.
The variable interest production loans incur interest at rates ranging from approximately 3.53% to 3.79% and applicable margins ranging from 2.25% over the one, two, three, or six-month LIBOR to 2.50% over the one, 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 $1.2 million in additional costs capitalized to the respective film or television asset.

At September 30, 2016, our 5.25% Senior Notes, Term Loan Due 2022 and convertible senior subordinated notes had an aggregate outstanding carrying value of $712.0 million, and an estimated fair value of $742.6 million. A 1% increase or decrease in the level of interest rates would increase or decrease the fair value of the 5.25% Senior Notes, Term Loan Due 2022 and convertible senior subordinated notes by approximately $23.9 million and $25.0 million, respectively.

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 dates and the fair value of the instrument as of September 30, 2016:
 

78

 
Six Months Ended
March 31,
 
Year Ended March 31,
 
Fair Value
 
2017
 
2018
 
2019
 
2020
 
2021
 
Thereafter
 
Total
 
September 30,
2016
 
 
 
 
 
(Amounts in thousands)
 
 
 
 
Variable Rates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Revolving Credit Facility(1)
$
—

 
$
301,000

 
$
—

 
$
—

 
$
—

 
$
—

 
$
301,000

 
$
301,000

Average Interest Rate
—

 
3.03
%
 
—

 
—

 
—

 
—

 
 
 
 
Production loans(2)
285,786

 
183,154

 
—

 
—

 
—

 
—

 
468,940

 
468,940

Average Interest Rate
3.70
%
 
3.70
%
 
—

 
—

 
—

 
—

 
 
 
 
Fixed Rates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.25% Senior Notes(3)
—

 
—

 
225,000

 
—

 
—

 
—

 
225,000

 
239,063

Average Interest Rate
—

 
—

 
5.25
%
 
—

 
—

 
—

 
 
 
 
Term Loan Due 2022(4)
—

 
—

 
—

 
—

 
—

 
400,000

 
400,000

 
404,500

Average Interest Rate
—

 
—

 
—

 
—

 
—

 
5.00
%
 
 
 
 
Principal Amounts of Convertible Senior Subordinated Notes:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
January 2012 4.00% Notes
41,850

 
—

 
—

 
—

 
—

 
—

 
41,850

 
42,135

Average Interest Rate
4.00
%
 
—

 
—

 
—

 
—

 
—

 
 
 
 
April 2013 1.25% Notes
—

 
—

 
60,000

 
—

 
—

 
—

 
60,000

 
56,950

Average Interest Rate
—

 
—

 
1.25
%
 
—

 
—

 
—

 
 
 
 
 
$
327,636

 
$
484,154

 
$
285,000

 
$
—

 
$
—

 
$
400,000

 
$
1,496,790

 
$
1,512,588

 ____________________
(1)
Amended and restated senior revolving credit facility, which expires September 27, 2017 and bears interest of 2.50% over the Adjusted LIBOR rate.
(2)
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 3.53% to 3.79%.
(3)
Senior secured second-priority notes with a fixed interest rate equal to 5.25%.
(4)
Term loan maturing on March 17, 2022 with a fixed interest rate equal to 5.00%.


79

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 September 30, 2016, 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 September 30, 2016.
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.





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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 16 - 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, 2016.

If our level of corporate debt increases, it could adversely affect our ability to raise additional capital to fund our operations, require us to dedicate substantial capital to servicing our debt obligations, expose us to interest rate risk, limit our ability to pursue strategic business opportunities, affect our ability to react to changes in the economy or our industry and prevent us from meeting our debt obligations.

As of September 30, 2016, our corporate debt was $1,027.9 million (carrying value - $1,009.8 million). In addition, our production loan obligations were $468.9 million (carrying value - $468.1 million).

On July 19, 2013, we redeemed $432.0 million of our 10.25% Senior Secured Second-Priority Notes (the “10.25% Senior Notes”), issued $225.0 million of our 5.25% Senior Secured Second-Priority Notes (the “5.25% Senior Notes”) and borrowed $225.0 million under our Second Lien Credit and Guarantee Agreement dated July 19, 2013 (the “Term Loan Due 2020”). On March 17, 2015, we redeemed the Term Loan Due 2020 and borrowed $375 million under our Second Lien Credit and Guarantee Agreement dated March 17, 2015 (the "Term Loan Due 2022"). On March 17, 2015, the April 2009 3.625% Notes were called for redemption and in April 2015, the holders of the notes converted substantially all of the outstanding principal amounts into common shares. On May 4, 2015, we amended the Term Loan Due 2022 to increase the aggregate principal amount to $400 million. On October 27, 2016, we closed a private offering of $520 million aggregate principal amount of 5.875% senior notes due 2024.

A substantial degree of leverage could have important consequences, including the following:

•
it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, motion picture and television development, production and distribution, debt service requirements, acquisitions or general corporate or other purposes, or limit our ability to obtain such financing on terms acceptable to us;
•
a portion of our cash flows from operations will be dedicated to the payment of principal and interest on our indebtedness and will not be available for other purposes, including funding motion picture and television production, development and distribution and other operating expenses, capital expenditures and future business opportunities;
•
the debt service requirements of our indebtedness could make it more difficult for us to satisfy our financial obligations;
•
certain of our borrowings, including borrowings under our secured credit facilities are at variable rates of interest, exposing us to the risk of increased interest rates;
•
it may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors that have less debt;
•
it may limit our ability to pursue strategic acquisitions and other business opportunities that may be in our best interests;
•
we may be vulnerable to a downturn in general economic conditions or in our business; and/or
•
we may be unable to carry out capital spending that is important to our growth.

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


81

Although each of our credit facilities and the indentures governing our senior secured notes contains 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 debt documents provide a number of important exceptions and thus, do not prohibit us or our subsidiaries from doing so. Such exceptions will provide us substantial flexibility to incur indebtedness, grant liens and expend funds to operate our business. For example, under the terms of the indenture governing our senior secured 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 print and advertising expenses, and such indebtedness may be secured by liens senior to the liens in respect of our senior secured notes, and (ii) in limited circumstances, we may make investments in assets that are not included in the borrowing base supporting our senior secured notes, in each case, without having to meet the leverage ratio tests for debt incurrence or to fit such investments within the restricted payments “build up basket” or within other categories of funds applicable to making investments and other restricted payments under the indenture governing our senior secured notes.

In addition, we may incur additional indebtedness through our senior secured credit facility. We may borrow up to $800 million under the senior secured credit facility. At September 30, 2016, we have $301.0 million of borrowings under our senior secured credit facility, and no letters of credit outstanding. We could borrow some or all of the remaining permitted amount in the future. The amount we have available to borrow under this facility depends upon our borrowing base, which in turn depends on the value of our existing library of films and television programs, as well as accounts receivable and cash held in collateral accounts. 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.

An increase in the ownership of our common shares by certain shareholders could trigger a change in control under the agreements governing our long-term indebtedness.

The agreements governing certain of our long-term indebtedness contain change in control provisions that are triggered when any of our shareholders, directly or indirectly, acquires ownership or control in excess of a certain percentage of our common shares. As of November 1, 2016, four of our shareholders, Mark H. Rachesky, M.D., Capital Research Global Investors, Vanguard Group Inc., FMR, LLC, and their respective affiliates, beneficially owned approximately 20.4%, 4.7%, 4.5% and 4.5%, respectively, of our outstanding common shares

Under certain circumstances, including the acquisition of ownership or control by a person or group in excess of 50% of our common shares, the holders of our senior secured notes and our convertible senior subordinated notes may require us to repurchase all or a portion of such notes upon a change in control and the holders of our convertible senior subordinated notes may be entitled to receive a make whole premium based on the price of our common shares on the change in control date. We may not be able to repurchase these notes upon a change in control because we may not have sufficient funds. Further, we may be contractually restricted under the terms of our secured credit facilities from repurchasing all of the notes tendered by holders upon a change in control. Our failure to repurchase our senior secured notes upon a change in control would cause a default under the indentures governing the senior secured notes and the convertible senior subordinated notes and a cross-default under our secured credit facilities.

Our secured credit facilities also provide that a change in control, which includes a person or group acquiring ownership or control in excess of 50% of our outstanding common shares, will be an event of default that permits lenders to accelerate the maturity of borrowings thereunder and to enforce security interests in the collateral securing such debt, thereby limiting our ability to raise cash to purchase our outstanding senior secured notes and convertible senior subordinated notes. Any of our future debt agreements may contain similar provisions.

Certain shareholders own a substantial amount of our outstanding common shares.

As of November 1, 2016, four of our shareholders beneficially owned an aggregate of 50,673,469 of our common shares, or approximately 34.2% of the outstanding shares. In addition, one of these shareholders, Mark H. Rachesky, M.D., the beneficial owner of approximately 20.4% of our outstanding common shares, currently serves as the Chairman of our Board of Directors. Accordingly, these four shareholders, collectively, have the power to exercise substantial influence over us and on matters requiring approval by our shareholders, including the election of directors, the approval of mergers and other significant corporate transactions. This concentration of ownership may make it more difficult for other shareholders to effect substantial changes in our company and may also have the effect of delaying, preventing or expediting, as the case may be, a change in control of our company.


82

Sales of a substantial number of shares of our common shares, or the perception that such sales might occur, could have an adverse effect on the price of our common shares, and therefore our ability to raise additional capital to fund our operations.

As of November 1, 2016, approximately 20.4% of our common shares were held beneficially by certain individuals and institutional investors who each had ownership of equal to or greater than 5% of our common shares. We also filed resale registration statements to enable certain shareholders who received our common shares in connection with acquisitions and certain holders of debt convertible into our common shares, to resell our common shares. Sales by such individuals and institutional investors of a substantial number of shares of our common shares into the public market, or the perception that such sales might occur, could have an adverse effect on the price of our common shares, which could materially impair our ability to raise capital through the sale of common shares or debt that is convertible into our common shares.


83

The merger (defined below) is subject to a number of conditions, and may not be completed on the terms or timeline currently contemplated, or at all.
Lionsgate and Starz entered into a definitive agreement and plan of merger on June 30, 2016, providing for the acquisition of Starz by Lionsgate (which we refer to as the “merger agreement”). Pursuant to the terms of the merger agreement, a wholly owned subsidiary of Lionsgate will merge with and into Starz, with Starz continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Lionsgate (which we refer to as the “merger”).
Under the terms of the merger agreement, immediately prior to consummation of the proposed merger, Lionsgate will effect a reorganization of its outstanding share capital (which we refer to as the “reclassification”), pursuant to which each existing Lionsgate common share, without par value (which we refer to as the “Lionsgate common shares”), will be converted into 0.5 shares of newly issued Class A voting shares, without par value, of Lionsgate (which we refer to as the “Lionsgate voting shares”) and 0.5 shares of newly issued Class B non-voting shares, without par value, of Lionsgate (which we refer to as the “Lionsgate non-voting shares” and together with the Lionsgate voting shares as the “Lionsgate post-reclassification shares”).
Following the reclassification, in the proposed merger, (a) each share of Starz Series A common stock, par value $0.01 (which we refer to as the “Starz Series A common stock”), will be converted into the right to receive $18.00 in cash and 0.6784 Lionsgate non-voting shares, and (b) each share of Starz Series B common stock, par value $0.01 (which we refer to as the “Starz Series B common stock,” and together with the Starz Series A common stock as the “Starz common stock”), will be converted into the right to receive $7.26 in cash, 0.6321 Lionsgate non-voting shares and 0.6321 Lionsgate voting shares, in each case, subject to the terms and conditions of the merger agreement.
Concurrently with the execution of the merger agreement, Lionsgate entered into a stock exchange agreement (which we refer to as the “exchange agreement”) on June 30, 2016 with John C. Malone, Robert R. Bennett and certain of their respective affiliates (which we refer to collectively as the “M-B stockholders”). Pursuant to the terms of the exchange agreement, if the merger does not occur and the merger agreement is terminated (a) by Lionsgate because the Starz board of directors changes its recommendation in favor of the transactions contemplated by the merger agreement, (b) by Starz in order to enter into a superior transaction or (c) by either party because Starz’s stockholders fail to approve the Starz merger proposal (as defined below), then the M-B stockholders will sell to a wholly owned subsidiary of Lionsgate all shares of Starz Series B common stock held by the M-B stockholders (which we refer to as the “Starz exchange shares”) in exchange for per share consideration of $7.26 in cash and 1.2642 newly issued Lionsgate common shares (which we refer to as the “exchange”), subject to the terms and conditions of the exchange agreement. If the M-B stockholders elect to receive all cash consideration in the exchange, or if Lionsgate fails to receive the required stockholder approval to issue Lionsgate common shares to the M-B stockholders in the exchange, the M-B stockholders will instead receive per share consideration of $36.30 in cash for each share of Starz Series B common stock sold in the exchange.
As we previously announced, on November 10, 2015, Lionsgate entered into an investor rights agreement (which we refer to as the “investor rights agreement”) with Liberty Global plc (which we refer to as “LGP”), Discovery Communications, Inc. (which we refer to as “Discovery”), MHR Fund Management, LLC (which we refer to as “MHR”) and certain of their respective affiliates, pursuant to which, among other things, Lionsgate granted LGP, Discovery and MHR preemptive rights of first offer with respect to the issuance of New Issue Securities (as defined in the investor rights agreement) for cash consideration (which we refer to as “preemptive rights”). Concurrently with the execution of the merger agreement, on June 30, 2016, Lionsgate and the other parties to the investor rights agreement entered into an amendment to the investor rights agreement, pursuant to which Lionsgate agreed to seek the approval of its stockholders for all issuances of New Issue Securities (including Lionsgate common shares, Lionsgate voting shares and Lionsgate non-voting shares) to LGP, Discovery and MHR in connection with their exercise of preemptive rights under the investor rights agreement during the five-year period following the receipt of such stockholder approval. Lionsgate has agreed that it will not issue any New Issue Securities (including Lionsgate common shares, Lionsgate voting shares and/or Lionsgate non-voting shares) until it obtains stockholder approval for such issuance if stockholder approval would be required in order to give effect to the preemptive rights granted in the investor rights agreement.
The completion of the merger is subject to certain conditions, including (a) approval of the Starz merger proposal by the affirmative vote of the outstanding aggregate voting power of Starz Series A common stock and Series B common stock, voting together as a single class; (b) approval of each of the Lionsgate reclassification proposals by the affirmative vote of the holders of a two-thirds majority of the votes cast by holders of Lionsgate common shares at the Lionsgate special meeting, assuming a quorum is present; (c) approval of the Lionsgate merger issuance proposal by the affirmative vote of the majority of the votes cast by holders of Lionsgate common shares at the Lionsgate special meeting, assuming a quorum is present; (d) completion of the reclassification; (e) expiration or termination of any applicable waiting period under the HSR Act and German competition laws; (f) receipt of requisite FCC approval; (g) the effectiveness of the registration statement on Form S-4; (h) authorization of the Lionsgate voting shares and Lionsgate non-voting shares to be issued in the merger for listing on the NYSE; (i) the absence of any law, order, or other legal restraint or prohibition, entered, enacted, promulgated, enforced or issued by any court or other governmental authority

84

of competent jurisdiction, which prohibits, renders illegal or permanently enjoins the consummation of the transactions contemplated by the merger agreement; (j) the truth of the other party’s representations and warranties in the merger agreement, subject to certain materiality standards; (k) the other party’s performance, in all material respects, with its covenants required to be performed by it under the merger agreement and the Starz voting agreements, Lionsgate voting agreements and exchange agreement, as applicable, prior to the effective time of the merger; (l) the other party not having had a “material adverse effect,” as defined under the merger agreement; and (m) in the case of Lionsgate, Starz having delivered to Lionsgate an executed payoff letter in reasonable and customary form and substance in respect of the Starz credit agreement, and the Starz credit agreement having been terminated and all amounts outstanding thereunder shall have been repaid and satisfied in full.
Lionsgate cannot assure its shareholders that the merger will be consummated on the terms or timeline currently contemplated or at all. Many of the conditions to closing of the merger are not within the control of Lionsgate, and Lionsgate cannot predict when or if these conditions will be satisfied. The failure to meet all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring. Any delay in completing the merger could cause Lionsgate not to realize some or all of the benefits that Lionsgate expects to achieve if the merger is successfully completed within its expected timeframe.
Failure to complete the merger could adversely affect the share price and the future business and financial results of Lionsgate.
If the merger is not completed for any reason, including as a result of the Lionsgate shareholders or the Starz stockholders failing to approve the necessary proposals, the ongoing businesses of Lionsgate may be adversely affected and, without realizing any of the benefits of having completed the merger, Lionsgate will be subject to numerous risks, including the following:
•
Lionsgate being required, under certain circumstances, to pay Starz a termination fee in connection with the merger agreement;
•
Lionsgate having to pay substantial costs relating to the merger, such as legal, accounting, financial advisor, filing, printing and mailing fees and integration costs that have already been incurred or will continue to be incurred until the closing of the merger;
•
Lionsgate experiencing negative reactions from the financial markets, including negative impacts on their respective stock prices, or from their respective customers, regulators and employees;
•
Lionsgate having had to comply with restrictions on the conduct of their respective business prior to the completion of the merger, as set forth in the merger agreement;
•
the management of Lionsgate focusing on the merger instead of on pursuing other opportunities that could be beneficial to the company, in each case, without realizing any of the benefits of having the merger completed; and
•
reputational harm due to the adverse perception of any failure to successfully complete the merger.

If the merger is not completed, Lionsgate cannot assure its shareholders that these risks will not materialize and will not materially affect the business, financial results and share price of Lionsgate.
The pendency of the merger could adversely affect the business and operations of Lionsgate.
In connection with the pending merger, some customers or vendors of Lionsgate may delay or defer decisions, which could adversely affect the revenues, earnings, funds from operations, cash flows and expenses of Lionsgate, regardless of whether the merger is completed. Similarly, current and prospective employees of Lionsgate may experience uncertainty about their future roles with Lionsgate following the merger, which may materially adversely affect the ability of Lionsgate to attract and retain key personnel during the pendency of the merger. In addition, due to operating covenants in the merger agreement, Lionsgate may be unable (without the other party’s prior written consent), during the pendency of the merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial. The risks, and adverse effects, of such disruptions could be exacerbated by a delay in the completion of the merger or termination of the merger agreement. These factors could adversely affect the revenues, earnings, funds from operations, cash flows and expenses of Lionsgate, regardless of whether the merger is completed.
Lionsgate expects to incur substantial transaction and merger-related transition expenses in connection with the merger.
Lionsgate expects that it will incur substantial, non-recurring expenses in completing the merger and the reclassification and integrating the business, operations, networks, systems, technologies, policies and procedures of Lionsgate and Starz. While Lionsgate has assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of its integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. The expenses in connection with the merger and the reclassification are expected to be significant, although the aggregate amount and timing of such charges remain uncertain at

85

present. Some of these costs are payable regardless of whether the merger, any other transaction contemplated by the merger agreement or the exchange is completed.
Following the merger, Lionsgate may be unable to integrate the business of Starz successfully or realize the anticipated synergies and related benefits of the merger or do so within the anticipated time frame.
The merger involves the combination of two companies which currently operate as independent public companies. Lionsgate will be required to devote significant management attention and resources to integrating the business practices and operations of Starz. Potential difficulties Lionsgate may encounter in the integration process include the following:
•
the inability to successfully combine the businesses of Lionsgate and Starz in a manner that permits Lionsgate to achieve the benefits anticipated to result from the merger, in the time frame currently anticipated or at all;
•
the complexities associated with managing Lionsgate out of several different locations and integrating personnel from the two companies;
•
the additional complexities of combining two companies with different histories, cultures, regulatory restrictions, markets and customer bases;
•
the failure by Lionsgate to retain key employees of either Lionsgate or Starz;
•
potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the merger; and
•
performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention in connection with completing the merger and integrating the companies’ operations.

For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of Lionsgate’s management, the disruption of Lionsgate’s ongoing business or inconsistencies in Lionsgate’s services, standards, controls, procedures and policies, any of which could adversely affect the ability of Lionsgate to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of the merger, or could otherwise adversely affect the business and financial results of Lionsgate following the merger.
Other external factors may limit Lionsgate’s ability to realize the anticipated synergies of the merger. For example, changes in interest rates, prior to the completion of the merger, may limit Lionsgate’s ability to achieve all of the incremental tax synergies it expects from its global cash management, financing, and distribution operations.
The future results of Lionsgate will suffer if Lionsgate does not effectively manage its operations following the merger.
Following the merger, Lionsgate may continue to expand its operations through additional acquisitions, development opportunities and other strategic transactions, some of which involve complex challenges. The future success of Lionsgate will depend, in part, upon the ability of Lionsgate to manage its expansion opportunities, which poses substantial challenges for Lionsgate to integrate new operations into its existing business in an efficient and timely manner. No assurance can be given that Lionsgate’s expansion or acquisition opportunities will be successful, or that it will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.
Significant additional indebtedness will be incurred by Lionsgate in connection with the merger that could adversely affect Lionsgate’s operations and financial condition after the merger.
As of September 30, 2016, Lionsgate had corporate debt of approximately $1,027.9 million and production loan obligations of $468.9 million, and Lionsgate will incur significant additional indebtedness in connection with the merger. As of June 30, 2016, on a pro forma basis after giving effect to the merger, Lionsgate and its subsidiaries will have corporate debt of $3,821.9 million, capitalized lease obligations of $62.0 million and production loan obligations of $530.9 million, approximately $3,642.9 million of which will be secured (including production loan obligations of $530.9 million and capitalized lease obligations of $62.0 million). The incurrence of new indebtedness could have adverse consequences on Lionsgate’s business following the merger, such as:
•
requiring Lionsgate to use a substantial portion of its cash flow from operations to service its 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 Lionsgate’s ability to obtain additional financing to fund such needs;
•
exposing Lionsgate to increased interest expense to the extent Lionsgate refinances existing debt with higher cost debt, including potential movement of interest rates prior to the completion of the merger;

86

•
increasing Lionsgate’s vulnerabilities to fluctuations in market interest rates to the extent that Lionsgate’s debt is subject to floating interest rates;
•
limiting Lionsgate’s ability to compete with other companies that are not as highly leveraged, as Lionsgate may be less capable of responding to adverse economic and industry conditions; and
•
restricting the way in which Lionsgate conducts its business because of financial and operating covenants in the agreements governing Lionsgate’s existing and future indebtedness and exposing Lionsgate to potential events of default (if not cured or waived) under covenants contained in Lionsgate’s debt instruments.

The impact of any of these potential adverse consequences could have a material adverse effect on Lionsgate’s results of operations, financial condition, and liquidity.
The market price of Lionsgate post-reclassification shares may decline as a result of the merger.
The market price of Lionsgate post-reclassification shares may decline as a result of the merger if Lionsgate does not achieve the expected benefits of the merger or the effect of the merger on Lionsgate’s financial results is not consistent with the expectations of financial or industry analysts.
In addition, upon consummation of the reclassification and the merger, Lionsgate shareholders will own interests in Lionsgate, which will operate an expanded business with a different mix of assets, risks and liabilities. Current shareholders of Lionsgate may not wish to continue to invest in Lionsgate, or for other reasons may wish to dispose of some or all of their Lionsgate voting shares and/or Lionsgate non-voting shares. If, following the effective time of the merger, large amounts of Lionsgate post-reclassification shares are sold, the price of Lionsgate post-reclassification shares could decline.
Lionsgate shareholders will be diluted by the merger.
The merger will dilute the ownership position of Lionsgate shareholders. Based upon the number of outstanding shares of Lionsgate on October 31, 2016 and the number of outstanding shares of Starz common stock on October 31, 2016, current Lionsgate shareholders will continue to own approximately 68.8% of the outstanding Lionsgate post-reclassification shares (including 54.2% of the outstanding Lionsgate non-voting shares and 94.2% of the outstanding Lionsgate voting shares).
Consequently, Lionsgate shareholders, as a general matter, will have less influence over the management and policies of Lionsgate after the completion of the merger than they currently exercise over the management and policies of Lionsgate, respectively.
Following the merger, Lionsgate may be unable to retain key employees.
The success of Lionsgate after the merger will depend in part upon its ability to retain key Lionsgate and Starz employees. Key employees may depart either before or after the merger because of issues relating to the uncertainty and difficulty of separation or integration or a desire not to remain with Lionsgate following the merger. Accordingly, no assurance can be given that Lionsgate, Starz or, following the merger, Lionsgate will be able to retain key employees to the same extent as in the past.


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.

The Company did not repurchase any shares during the three months ended September 30, 2016.

Additionally, during the three months ended September 30, 2016, 1,652,623 common shares were withheld upon the vesting of

87

restricted share units, share issuances and stock option exercises to satisfy minimum statutory federal, state and local tax withholding obligations.

Unregistered Sales of Equity Securities

As previously disclosed, on June 30, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Starz, a Delaware corporation (“Starz”) and Orion Arm Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”). The Merger Agreement provides that Merger Sub will merge with and into Starz, with Starz continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Lions Gate (the “Merger”).

On October 21, 2016, the Company and Lions Gate Entertainment Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“LGEI”), entered into a Securities Issuance and Payment Agreement (the “Securities Issuance Agreement”), pursuant to which the Company and LGEI agreed to issue to AT&T Media Holdings, Inc. (“AT&T”) $50 million in, at LGEI’s election, (a) an equal number of Company voting shares and Company non-voting shares, (b) cash or (c) a combination thereof, and paid in three $16.67 million annual installments, beginning on the first anniversary of the consummation of the proposed Merger. The Company voting shares and Company non-voting shares will be deemed to have a value equal to the 30-day volume weighted average price of Company voting shares or Company non-voting shares, respectively, as of the business day immediately prior to the applicable payment date.

The Company entered into the Securities Issuance Agreement in connection with Starz’s multi-year extensions of its affiliation agreements with both AT&T Services, Inc. and DIRECTV, LLC (the “affiliation agreements”). The Securities Issuance Agreement will become effective only upon the closing of the proposed Merger and will terminate upon certain terminations of the affiliation agreements.

The Company has not completed the reorganization of its share capital and has not yet issued any Company voting shares or Company non-voting shares pursuant to the Securities Issuance Agreement. The Company voting shares and Company non-voting shares, if any, to be issued pursuant to the Securities Issuance Agreement are expected to be issued as a private placement to AT&T in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.




Item 3. Defaults Upon Senior Securities.
None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.
None


88

Item 6. Exhibits.
Exhibit
 
 
Number
 
Description of Documents
3.1(1)
 
Articles
3.2(2)
 
Notice of Articles
3.3(3)
 
Vertical Short Form Amalgamation Application
3.4(3)
 
Certificate of Amalgamation
10.127*
 
Lions Gate Entertainment Corp. 2012 Performance Incentive Plan.
10.128(4)*
 
Amendment to Employment Agreement, dated October 11, 2016, between the Company and Jon Feltheimer
10.129(5)
 
Indenture, dated as of October 27, 2016, by and between LG FinanceCo Corp. and Deutsche Bank Trust Company Americas, as trustee
10.130(5)
 
Securities Issuance and Payment Agreement, dated as of October 21, 2016, by and among Lions Gate Entertainment Corp., Lions Gate Entertainment Inc. and AT&T Media Holdings, Inc.
10.131(5)
 
Registration Rights Agreement, dated as of October 21, 2016, by and among Lions Gate Entertainment Corp. and AT&T Media Holdings, Inc.
10.131(6)*
 
Amendment to Employment Agreement, dated November 3, 2016, between Lions Gate Entertainment Corp. and Michael Burns
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 September 30, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (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 the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005 as filed on June 29, 2005.
(2)
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, as filed on February 9, 2011
(3)
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007 as filed on May 30, 2007.
(4)
Incorporated by reference as Exhibit 10.1 to the Company's Current Report on Form 8-K as filed on October 13, 2016.
(5)
Incorporated by reference as Exhibits to the Company's Current Report on Form 8-K as filed on October 27, 2016.
(6)
Incorporated by reference as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed on November 4, 2016.
*
Management contract or compensatory plan or arrangement.






89

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: November 8, 2016
 
Title:
Duly Authorized Officer and Chief Financial Officer
 




90

LIONS GATE ENTERTAINMENT CORP /CN/ Reports