Supplemental Guarantor Condensed Consolidating Financial Information | 9 Months Ended |
Sep. 30, 2013 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
Supplemental Guarantor Condensed Consolidating Financial Information | ' |
Supplemental Guarantor Condensed Consolidating Financial Information |
|
As discussed in Note 2, Starz, LLC and Starz Finance Corp. co-issued the Senior Notes and New Notes which are fully and unconditionally guaranteed by Starz Entertainment. Starz Media, Film Roman and other immaterial subsidiaries of Starz, LLC (“Starz Media and Other Businesses”) are not guarantors of the Senior Notes or the New Notes. |
The following tables set forth the consolidating financial information of Starz, LLC, which includes the financial information of Starz Entertainment, the guarantor: |
|
|
| | | | | | | | | | | | | | | | | | | |
Consolidating Balance Sheet Information – As of September 30, 2013 |
(in thousands) |
| Starz | | | | Starz Media | | | | |
Entertainment, LLC | and Other |
(Guarantor) | Businesses |
| | | Starz, LLC | | (Non-Guarantors) | | Eliminations | | Consolidated |
| Parent Only | | Starz, LLC |
| (Co-Issuer) | | |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 20,585 | | | $ | 389 | | | $ | 9,668 | | | $ | — | | | $ | 30,642 | |
|
Restricted cash | — | | | — | | | 64,506 | | | — | | | 64,506 | |
|
Trade accounts receivable, net | 212,319 | | | — | | | 35,767 | | | (101 | ) | | 247,985 | |
|
Program rights, net | 335,894 | | | — | | | — | | | (1,158 | ) | | 334,736 | |
|
Deferred income taxes | 471 | | | 181 | | | — | | | — | | | 652 | |
|
Notes receivable from affiliates | 36,268 | | | — | | | — | | | (36,268 | ) | | — | |
|
Other current assets | 19,327 | | | 283 | | | 13,206 | | | — | | | 32,816 | |
|
Total current assets | 624,864 | | | 853 | | | 123,147 | | | (37,527 | ) | | 711,337 | |
|
Program rights | 358,010 | | | — | | | — | | | (5,736 | ) | | 352,274 | |
|
Investment in films and television programs, net | 94,579 | | | — | | | 54,169 | | | — | | | 148,748 | |
|
Property and equipment, net | 46,654 | | | 43,720 | | | 409 | | | — | | | 90,783 | |
|
Deferred income taxes | — | | | 22,044 | | | — | | | — | | | 22,044 | |
|
Goodwill | 131,760 | | | — | | | — | | | — | | | 131,760 | |
|
Other assets, net | 14,949 | | | 13,573 | | | 21,410 | | | (13,573 | ) | | 36,359 | |
|
Investment in consolidated subsidiaries | — | | | 1,379,183 | | | — | | | (1,379,183 | ) | | — | |
|
Total assets | $ | 1,270,816 | | | $ | 1,459,373 | | | $ | 199,135 | | | $ | (1,436,019 | ) | | $ | 1,493,305 | |
|
| | | | | | | | | |
Liabilities and Member’s Interest (Deficit) and Noncontrolling Interests | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Current portion of debt | $ | 4,331 | | | $ | 536 | | | $ | — | | | $ | — | | | $ | 4,867 | |
|
Trade accounts payable | 4,543 | | | — | | | 1,516 | | | — | | | 6,059 | |
|
Accrued liabilities | 140,003 | | | 9,821 | | | 185,373 | | | (13,839 | ) | | 321,358 | |
|
Notes payable due to affiliate | — | | | — | | | 36,268 | | | (36,268 | ) | | — | |
|
Due to (from) affiliates | (352,101 | ) | | 352,188 | | | (87 | ) | | — | | | — | |
|
Deferred revenue | 562 | | | — | | | 3,695 | | | — | | | 4,257 | |
|
Total current liabilities | (202,662 | ) | | 362,545 | | | 226,765 | | | (50,107 | ) | | 336,541 | |
|
Debt | 1,015,043 | | | 1,031,542 | | | — | | | (987,646 | ) | | 1,058,939 | |
|
Deferred income taxes | 16,798 | | | (24,103 | ) | | — | | | 7,305 | | | — | |
|
Other liabilities | 5,468 | | | — | | | 8,359 | | | (5,391 | ) | | 8,436 | |
|
Total liabilities | 834,647 | | | 1,369,984 | | | 235,124 | | | (1,035,839 | ) | | 1,403,916 | |
|
| | | | | | | | | |
Member’s interest (deficit) | 436,169 | | | 95,647 | | | -35,868 | | | -400,301 | | | 95,647 | |
|
Noncontrolling interests in subsidiaries | — | | | (6,258 | ) | | (121 | ) | | 121 | | | (6,258 | ) |
|
Total member’s interest (deficit) and noncontrolling interests | 436,169 | | | 89,389 | | | (35,989 | ) | | (400,180 | ) | | 89,389 | |
|
Total liabilities and member’s interest (deficit) and noncontrolling interests | $ | 1,270,816 | | | $ | 1,459,373 | | | $ | 199,135 | | | $ | (1,436,019 | ) | | $ | 1,493,305 | |
|
|
|
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Consolidating Balance Sheet Information – As of December 31, 2012 |
(in thousands) |
| Starz | | | | Starz Media | | | | |
Entertainment, LLC | and Other |
(Guarantor) | Businesses |
| | | Starz, LLC | | (Non-Guarantors) | | Eliminations | | Consolidated |
| Parent Only | | Starz, LLC |
| (Co-Issuer) | | |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 735,507 | | | $ | 879 | | | $ | 13,388 | | | $ | — | | | $ | 749,774 | |
|
Trade accounts receivable, net | 205,261 | | | — | | | 36,204 | | | (50 | ) | | 241,415 | |
|
Program rights, net | 341,255 | | | — | | | — | | | (1,250 | ) | | 340,005 | |
|
Deferred income taxes | 164 | | | 826 | | | — | | | — | | | 990 | |
|
Notes receivable from affiliates | 26,067 | | | — | | | — | | | (26,067 | ) | | — | |
|
Other current assets | 27,874 | | | — | | | 16,853 | | | — | | | 44,727 | |
|
Total current assets | 1,336,128 | | | 1,705 | | | 66,445 | | | (27,367 | ) | | 1,376,911 | |
|
Program rights | 344,042 | | | — | | | — | | | (5,358 | ) | | 338,684 | |
|
Investment in films and television programs, net | 143,583 | | | — | | | 38,090 | | | — | | | 181,673 | |
|
Property and equipment, net | 95,832 | | | — | | | 448 | | | — | | | 96,280 | |
|
Deferred income taxes | — | | | 12,222 | | | — | | | — | | | 12,222 | |
|
Goodwill | 131,760 | | | — | | | — | | | — | | | 131,760 | |
|
Other assets, net | 15,616 | | | 13,395 | | | 22,904 | | | (13,395 | ) | | 38,520 | |
|
Investment in consolidated subsidiaries | — | | | 1,787,826 | | | — | | | (1,787,826 | ) | | — | |
|
Total assets | $ | 2,066,961 | | | $ | 1,815,148 | | | $ | 127,887 | | | $ | (1,833,946 | ) | | $ | 2,176,050 | |
|
| | | | | | | | | |
Liabilities and Member’s Interest (Deficit) and Noncontrolling Interests | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Current portion of debt | $ | 4,134 | | | $ | — | | | $ | — | | | $ | — | | | $ | 4,134 | |
|
Trade accounts payable | 4,817 | | | — | | | 1,345 | | | — | | | 6,162 | |
|
Accrued liabilities | 136,434 | | | 8,235 | | | 128,059 | | | (16,666 | ) | | 256,062 | |
|
Notes payable due to affiliate | — | | | — | | | 26,067 | | | (26,067 | ) | | — | |
|
Due to (from) affiliates | 20,902 | | | 20,111 | | | 3,694 | | | (5,188 | ) | | 39,519 | |
|
Deferred revenue | 18,859 | | | — | | | 5,989 | | | (274 | ) | | 24,574 | |
|
Total current liabilities | 185,146 | | | 28,346 | | | 165,154 | | | (48,195 | ) | | 330,451 | |
|
Debt | 535,671 | | | 505,000 | | | — | | | (505,000 | ) | | 535,671 | |
|
Deferred income taxes | 13,060 | | | (20,342 | ) | | — | | | 7,282 | | | — | |
|
Other liabilities | 4,259 | | | — | | | 8,643 | | | (5,118 | ) | | 7,784 | |
|
Total liabilities | 738,136 | | | 513,004 | | | 173,797 | | | (551,031 | ) | | 873,906 | |
|
| | | | | | | | | |
Member’s interest (deficit) | 1,328,825 | | | 1,311,951 | | | (45,789 | ) | | (1,283,036 | ) | | 1,311,951 | |
|
Noncontrolling interests in subsidiaries | — | | | (9,807 | ) | | (121 | ) | | 121 | | | (9,807 | ) |
|
Total member’s interest (deficit) and noncontrolling interests | 1,328,825 | | | 1,302,144 | | | (45,910 | ) | | (1,282,915 | ) | | 1,302,144 | |
|
Total liabilities and member’s interest (deficit) and noncontrolling interests | $ | 2,066,961 | | | $ | 1,815,148 | | | $ | 127,887 | | | $ | (1,833,946 | ) | | $ | 2,176,050 | |
|
|
| | | | | | | | | | | | | | | | | | | |
Consolidating Statement of Operations Information – For the Three Months Ended September 30, 2013 |
(in thousands) |
| Starz | | | | Starz Media | | | | |
Entertainment, LLC | and Other |
(Guarantor) | Businesses |
| | | Starz, LLC | | (Non-Guarantors) | | Eliminations | | Consolidated |
| Parent Only | | Starz, LLC |
| (Co-Issuer) | | |
Revenue: | | | | | | | | | |
Programming networks and other services | $ | 328,752 | | | $ | — | | | $ | 53,503 | | | $ | (1,879 | ) | | $ | 380,376 | |
|
Home video net sales | 15,002 | | | — | | | 53,673 | | | (2,998 | ) | | 65,677 | |
|
Total revenue | 343,754 | | | — | | | 107,176 | | | (4,877 | ) | | 446,053 | |
|
| | | | | | | | | |
Costs and expenses: | | | | | | | | | |
Programming costs (including amortization) | 166,425 | | | — | | | — | | | (389 | ) | | 166,036 | |
|
Production and acquisition costs (including amortization) | 8,735 | | | — | | | 59,207 | | | — | | | 67,942 | |
|
Home video cost of sales | 8,115 | | | — | | | 16,217 | | | (2,998 | ) | | 21,334 | |
|
Operating expenses | 6,061 | | | — | | | 9,521 | | | (1,779 | ) | | 13,803 | |
|
Selling, general and administrative | 45,215 | | | 950 | | | 17,054 | | | — | | | 63,219 | |
|
Stock compensation | 8,309 | | | 4 | | | 502 | | | — | | | 8,815 | |
|
Depreciation and amortization | 3,013 | | | 373 | | | 762 | | | — | | | 4,148 | |
|
Total costs and expenses | 245,873 | | | 1,327 | | | 103,263 | | | (5,166 | ) | | 345,297 | |
|
| | | | | | | | | |
Operating income (loss) | 97,881 | | | (1,327 | ) | | 3,913 | | | 289 | | | 100,756 | |
|
| | | | | | | | | |
Other income (expense): | | | | | | | | | |
Interest expense, net of amounts capitalized | (10,916 | ) | | (11,836 | ) | | (28 | ) | | 11,125 | | | (11,655 | ) |
|
Interest income (expense), related party | 543 | | | — | | | (543 | ) | | — | | | — | |
|
Other income (expense), net | 22 | | | (12 | ) | | (251 | ) | | 436 | | | 195 | |
|
Income (loss) before income taxes and share of earnings of consolidated subsidiaries | 87,530 | | | (13,175 | ) | | 3,091 | | | 11,850 | | | 89,296 | |
|
| | | | | | | | | |
Income tax benefit (expense) | (35,096 | ) | | 2,857 | | | (314 | ) | | (3,657 | ) | | (36,210 | ) |
|
Share of earnings of consolidated subsidiaries, net of taxes | — | | | 63,404 | | | — | | | (63,404 | ) | | — | |
|
| | | | | | | | | |
Net income | 52,434 | | | 53,086 | | | 2,777 | | | (55,211 | ) | | 53,086 | |
|
| | | | | | | | | |
Net income attributable to noncontrolling interests | — | | | (842 | ) | | — | | | — | | | (842 | ) |
|
| | | | | | | | | |
Net income attributable to member | $ | 52,434 | | | $ | 52,244 | | | $ | 2,777 | | | $ | (55,211 | ) | | $ | 52,244 | |
|
|
|
| | | | | | | | | | | | | | | | | | | |
Consolidating Statement of Comprehensive Income Information – For the Three Months Ended September 30, 2013 |
(in thousands) |
| Starz | | | | Starz Media | | | | |
Entertainment, LLC | and Other |
(Guarantor) | Businesses |
| | | Starz, LLC | | (Non-Guarantors) | | Eliminations | | Consolidated |
| Parent Only | | Starz, LLC |
| (Co-Issuer) | | |
Net income | $ | 52,434 | | | $ | 53,086 | | | $ | 2,777 | | | $ | (55,211 | ) | | $ | 53,086 | |
|
| | | | | | | | | |
Other comprehensive income, net of taxes | | | | | | | | | |
Foreign currency translation adjustments | — | | | 189 | | | 119 | | | (119 | ) | | 189 | |
|
| | | | | | | | | |
Comprehensive income | 52,434 | | | 53,275 | | | 2,896 | | | (55,330 | ) | | 53,275 | |
|
| | | | | | | | | |
Comprehensive income attributable to noncontrolling interests | — | | | (919 | ) | | — | | | — | | | (919 | ) |
|
| | | | | | | | | |
Comprehensive income attributable to member | $ | 52,434 | | | $ | 52,356 | | | $ | 2,896 | | | $ | (55,330 | ) | | $ | 52,356 | |
|
|
|
| | | | | | | | | | | | | | | | | | | |
Consolidating Statement of Operations Information – For the Three Months Ended September 30, 2012 |
(in thousands) |
| Starz | | | | Starz Media | | | | |
Entertainment, LLC | and Other |
(Guarantor) | Businesses |
| | | Starz, LLC | | (Non-Guarantors) | | Eliminations | | Consolidated |
| Parent Only | | Starz, LLC |
| (Co-Issuer) | | |
Revenue: | | | | | | | | | |
Programming networks and other services | $ | 322,086 | | | $ | — | | | $ | 26,937 | | | $ | (2,777 | ) | | $ | 346,246 | |
|
Home video net sales | 12,822 | | | — | | | 44,466 | | | (2,564 | ) | | 54,724 | |
|
Total revenue | 334,908 | | | — | | | 71,403 | | | (5,341 | ) | | 400,970 | |
|
| | | | | | | | | |
Costs and expenses: | | | | | | | | | |
Programming costs (including amortization) | 165,359 | | | — | | | — | | | (938 | ) | | 164,421 | |
|
Production and acquisition costs (including amortization) | 7,941 | | | — | | | 34,228 | | | — | | | 42,169 | |
|
Home video cost of sales | 6,657 | | | — | | | 14,940 | | | (2,564 | ) | | 19,033 | |
|
Operating expenses | 3,984 | | | — | | | 11,002 | | | (2,485 | ) | | 12,501 | |
|
Selling, general and administrative | 40,276 | | | 74 | | | 14,355 | | | — | | | 54,705 | |
|
Stock compensation | 3,315 | | | — | | | 338 | | | — | | | 3,653 | |
|
Depreciation and amortization | 3,149 | | | — | | | 1,831 | | | — | | | 4,980 | |
|
Total costs and expenses | 230,681 | | | 74 | | | 76,694 | | | (5,987 | ) | | 301,462 | |
|
| | | | | | | | | |
Operating income (loss) | 104,227 | | | (74 | ) | | (5,291 | ) | | 646 | | | 99,508 | |
|
| | | | | | | | | |
Other income (expense): | | | | | | | | | |
Interest expense, net of amounts capitalized | (9,431 | ) | | (7,408 | ) | | (44 | ) | | 7,408 | | | (9,475 | ) |
|
Interest income (expense), related party | 1,427 | | | — | | | (1,427 | ) | | — | | | — | |
|
Other income (expense), net | (461 | ) | | 52 | | | (1,674 | ) | | 1,596 | | | (487 | ) |
|
Income (loss) before income taxes and share of earnings of consolidated subsidiaries | 95,762 | | | (7,430 | ) | | (8,436 | ) | | 9,650 | | | 89,546 | |
|
| | | | | | | | | |
Income tax benefit (expense) | (35,562 | ) | | 7,069 | | | (2,574 | ) | | (3,197 | ) | | (34,264 | ) |
|
Share of earnings of consolidated subsidiaries, net of taxes | — | | | 55,643 | | | — | | | (55,643 | ) | | — | |
|
| | | | | | | | | |
Net income (loss) | 60,200 | | | 55,282 | | | (11,010 | ) | | (49,190 | ) | | 55,282 | |
|
| | | | | | | | | |
Net loss (income) attributable to noncontrolling interests | — | | | 1,142 | | | (12 | ) | | 12 | | | 1,142 | |
|
| | | | | | | | | |
Net income (loss) attributable to member | $ | 60,200 | | | $ | 56,424 | | | $ | (11,022 | ) | | $ | (49,178 | ) | | $ | 56,424 | |
|
|
|
| | | | | | | | | | | | | | | | | | | |
Consolidating Statement of Comprehensive Income (Loss) Information – For the Three Months Ended September 30, 2012 |
(in thousands) |
| Starz | | | | Starz Media | | | | |
Entertainment, LLC | and Other |
(Guarantor) | Businesses |
| | | Starz, LLC | | (Non-Guarantors) | | Eliminations | | Consolidated |
| Parent Only | | Starz, LLC |
| (Co-Issuer) | | |
Net income (loss) | $ | 60,200 | | | $ | 55,282 | | | $ | (11,010 | ) | | $ | (49,190 | ) | | $ | 55,282 | |
|
| | | | | | | | | |
Other comprehensive income, net of taxes | | | | | | | | | |
Foreign currency translation adjustments | — | | | 332 | | | 332 | | | (332 | ) | | 332 | |
|
| | | | | | | | | |
Comprehensive income (loss) | 60,200 | | | 55,614 | | | (10,678 | ) | | (49,522 | ) | | 55,614 | |
|
| | | | | | | | | |
Comprehensive loss (income) attributable to noncontrolling interests | — | | | 402 | | | (12 | ) | | 12 | | | 402 | |
|
| | | | | | | | | |
Comprehensive income (loss) attributable to member | $ | 60,200 | | | $ | 56,016 | | | $ | (10,690 | ) | | $ | (49,510 | ) | | $ | 56,016 | |
|
|
|
| | | | | | | | | | | | | | | | | | | |
Consolidating Statement of Operations Information – For the Nine Months Ended September 30, 2013 |
(in thousands) |
| Starz | | | | Starz Media | | | | |
Entertainment, LLC | and Other |
(Guarantor) | Businesses |
| | | Starz, LLC | | (Non-Guarantors) | | Eliminations | | Consolidated |
| Parent Only | | Starz, LLC |
| (Co-Issuer) | | |
Revenue: | | | | | | | | | |
Programming networks and other services | $ | 1,003,488 | | | $ | — | | | $ | 124,332 | | | $ | (6,875 | ) | | $ | 1,120,945 | |
|
Home video net sales | 27,134 | | | — | | | 220,128 | | | (5,416 | ) | | 241,846 | |
|
Total revenue | 1,030,622 | | | — | | | 344,460 | | | (12,291 | ) | | 1,362,791 | |
|
| | | | | | | | | |
Costs and expenses: | | | | | | | | | |
Programming costs (including amortization) | 478,444 | | | — | | | — | | | (1,084 | ) | | 477,360 | |
|
Production and acquisition costs (including amortization) | 20,564 | | | — | | | 200,435 | | | — | | | 220,999 | |
|
Home video cost of sales | 15,062 | | | — | | | 41,904 | | | (5,416 | ) | | 51,550 | |
|
Operating expenses | 18,277 | | | — | | | 26,143 | | | (5,495 | ) | | 38,925 | |
|
Selling, general and administrative | 151,708 | | | 3,902 | | | 58,591 | | | — | | | 214,201 | |
|
Stock compensation | 22,871 | | | 858 | | | 1,398 | | | — | | | 25,127 | |
|
Depreciation and amortization | 9,526 | | | 1,080 | | | 2,311 | | | — | | | 12,917 | |
|
Total costs and expenses | 716,452 | | | 5,840 | | | 330,782 | | | (11,995 | ) | | 1,041,079 | |
|
| | | | | | | | | |
Operating income (loss) | 314,170 | | | (5,840 | ) | | 13,678 | | | (296 | ) | | 321,712 | |
|
| | | | | | | | | |
Other income (expense): | | | | | | | | | |
Interest expense, net of amounts capitalized | (31,069 | ) | | (34,200 | ) | | (83 | ) | | 32,138 | | | (33,214 | ) |
|
Interest income (expense), related party | 1,358 | | | — | | | (1,358 | ) | | — | | | — | |
|
Other income (expense), net | (2,166 | ) | | 10 | | | (2,516 | ) | | 2,874 | | | (1,798 | ) |
|
Income (loss) before income taxes and share of earnings of consolidated subsidiaries | 282,293 | | | (40,030 | ) | | 9,721 | | | 34,716 | | | 286,700 | |
|
| | | | | | | | | |
Income tax benefit (expense) | (106,944 | ) | | 10,689 | | | (1,003 | ) | | (12,118 | ) | | (109,376 | ) |
|
Share of earnings of consolidated subsidiaries, net of taxes | — | | | 206,665 | | | — | | | (206,665 | ) | | — | |
|
| | | | | | | | | |
Net income | 175,349 | | | 177,324 | | | 8,718 | | | (184,067 | ) | | 177,324 | |
|
| | | | | | | | | |
Net income attributable to noncontrolling interests | — | | | (3,328 | ) | | — | | | — | | | (3,328 | ) |
|
| | | | | | | | | |
Net income attributable to member | $ | 175,349 | | | $ | 173,996 | | | $ | 8,718 | | | $ | (184,067 | ) | | $ | 173,996 | |
|
|
| | | | | | | | | | | | | | | | | | | |
Consolidating Statement of Comprehensive Income Information – For the Nine Months Ended September 30, 2013 |
(in thousands) |
| Starz | | | | Starz Media | | | | |
Entertainment, LLC | and Other |
(Guarantor) | Businesses |
| | | Starz, LLC | | (Non-Guarantors) | | Eliminations | | Consolidated |
| Parent Only | | Starz, LLC |
| (Co-Issuer) | | |
Net income | $ | 175,349 | | | $ | 177,324 | | | $ | 8,718 | | | $ | (184,067 | ) | | $ | 177,324 | |
|
| | | | | | | | | |
Other comprehensive income (loss), net of taxes - | | | | | | | | | |
Foreign currency translation adjustments | — | | | 54 | | | (21 | ) | | 21 | | | 54 | |
|
| | | | | | | | | |
Comprehensive income | 175,349 | | | 177,378 | | | 8,697 | | | (184,046 | ) | | 177,378 | |
|
| | | | | | | | | |
Comprehensive income attributable to noncontrolling interests | — | | | (3,265 | ) | | — | | | — | | | (3,265 | ) |
|
| | | | | | | | | |
Comprehensive income attributable to member | $ | 175,349 | | | $ | 174,113 | | | $ | 8,697 | | | $ | (184,046 | ) | | $ | 174,113 | |
|
|
| | | | | | | | | | | | | | | | | | | |
Consolidating Statement of Operations Information – For the Nine Months Ended September 30, 2012 |
(in thousands) |
| Starz | | | | Starz Media | | | | |
Entertainment, LLC | and Other |
(Guarantor) | Businesses |
| | | Starz, LLC | | (Non-Guarantors) | | Eliminations | | Consolidated |
| Parent Only | | Starz, LLC |
| (Co-Issuer) | | |
Revenue: | | | | | | | | | |
Programming networks and other services | $ | 985,039 | | | $ | — | | | $ | 101,388 | | | $ | (11,303 | ) | | $ | 1,075,124 | |
|
Home video net sales | 20,900 | | | — | | | 116,652 | | | (4,180 | ) | | 133,372 | |
|
Total revenue | 1,005,939 | | | — | | | 218,040 | | | (15,483 | ) | | 1,208,496 | |
|
| | | | | | | | | |
Costs and expenses: | | | | | | | | | |
Programming costs (including amortization) | 509,524 | | | — | | | — | | | (4,850 | ) | | 504,674 | |
|
Production and acquisition costs (including amortization) | 18,831 | | | — | | | 98,641 | | | 145 | | | 117,617 | |
|
Home video cost of sales | 10,765 | | | — | | | 33,676 | | | (4,180 | ) | | 40,261 | |
|
Operating expenses | 14,281 | | | — | | | 34,036 | | | (9,441 | ) | | 38,876 | |
|
Selling, general and administrative | 119,296 | | | 94 | | | 44,221 | | | — | | | 163,611 | |
|
Stock compensation | 9,009 | | | — | | | 879 | | | — | | | 9,888 | |
|
Depreciation and amortization | 9,487 | | | — | | | 4,300 | | | — | | | 13,787 | |
|
Total costs and expenses | 691,193 | | | 94 | | | 215,753 | | | (18,326 | ) | | 888,714 | |
|
| | | | | | | | | |
Operating income (loss) | 314,746 | | | (94 | ) | | 2,287 | | | 2,843 | | | 319,782 | |
|
| | | | | | | | | |
Other income (expense): | | | | | | | | | |
Interest expense, net of amounts capitalized | (18,689 | ) | | (15,924 | ) | | (116 | ) | | 15,924 | | | (18,805 | ) |
|
Interest income (expense), related party | 3,906 | | | — | | | (3,906 | ) | | — | | | — | |
|
Other income (expense), net | 2,735 | | | 974 | | | (2,015 | ) | | 1,986 | | | 3,680 | |
|
Income (loss) before income taxes and share of earnings of consolidated subsidiaries | 302,698 | | | (15,044 | ) | | (3,750 | ) | | 20,753 | | | 304,657 | |
|
| | | | | | | | | |
Income tax benefit (expense) | (111,092 | ) | | 17,225 | | | 600 | | | (7,305 | ) | | (100,572 | ) |
|
Share of earnings of consolidated subsidiaries, net of taxes | — | | | 201,904 | | | — | | | (201,904 | ) | | — | |
|
| | | | | | | | | |
Net income (loss) | 191,606 | | | 204,085 | | | (3,150 | ) | | (188,456 | ) | | 204,085 | |
|
| | | | | | | | | |
Net loss (income) attributable to noncontrolling interests | — | | | (1,154 | ) | | 96 | | | (96 | ) | | (1,154 | ) |
|
| | | | | | | | | |
Net income (loss) attributable to member | $ | 191,606 | | | $ | 202,931 | | | $ | (3,054 | ) | | $ | (188,552 | ) | | $ | 202,931 | |
|
|
| | | | | | | | | | | | | | | | | | | |
Consolidating Statement of Comprehensive Income (Loss) Information – For the Nine Months Ended September 30, 2012 |
(in thousands) |
| Starz | | | | Starz Media | | | | |
Entertainment, LLC | and Other |
(Guarantor) | Businesses |
| | | Starz, LLC | | (Non-Guarantors) | | Eliminations | | Consolidated |
| Parent Only | | Starz, LLC |
| (Co-Issuer) | | |
Net income (loss) | $ | 191,606 | | | $ | 204,085 | | | $ | (3,150 | ) | | $ | (188,456 | ) | | $ | 204,085 | |
|
| | | | | | | | | |
Other comprehensive income, net of taxes - | | | | | | | | | |
Foreign currency translation adjustments | — | | | 322 | | | 322 | | | (322 | ) | | 322 | |
|
| | | | | | | | | |
Comprehensive income (loss) | 191,606 | | | 204,407 | | | (2,828 | ) | | (188,778 | ) | | 204,407 | |
|
| | | | | | | | | |
Comprehensive loss (income) attributable to noncontrolling interests | — | | | (1,908 | ) | | 96 | | | (96 | ) | | (1,908 | ) |
|
| | | | | | | | | |
Comprehensive income (loss) attributable to member | $ | 191,606 | | | $ | 202,499 | | | $ | (2,732 | ) | | $ | (188,874 | ) | | $ | 202,499 | |
|
|
| | | | | | | | | | | | | | | | | | | |
Consolidating Statement of Cash Flows’ Information – For the Nine Months Ended September 30, 2013 |
(in thousands) |
| Starz | | | | Starz Media | | | | |
Entertainment, LLC | and Other |
(Guarantor) | Businesses |
| | | Starz, LLC | | (Non-Guarantors) | | Eliminations | | Consolidated |
| Parent Only | | Starz, LLC |
| (Co-Issuer) | | |
Operating activities: | | | | | | | | | |
Net income | $ | 175,349 | | | $ | 177,324 | | | $ | 8,718 | | | $ | (184,067 | ) | | $ | 177,324 | |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | | |
Depreciation and amortization | 9,526 | | | 1,080 | | | 2,311 | | | — | | | 12,917 | |
|
Amortization of program rights | 443,881 | | | — | | | — | | | (1,084 | ) | | 442,797 | |
|
Program rights payments | (324,550 | ) | | — | | | — | | | 1,330 | | | (323,220 | ) |
|
Amortization of investment in films and television programs | 19,144 | | | — | | | 153,733 | | | — | | | 172,877 | |
|
Investment in films and television programs | (102,187 | ) | | — | | | (115,287 | ) | | — | | | (217,474 | ) |
|
Stock compensation | 22,871 | | | 858 | | | 1,398 | | | — | | | 25,127 | |
|
Payments of long term incentive plan | (3,195 | ) | | — | | | — | | | — | | | (3,195 | ) |
|
Share of earnings of consolidated subsidiaries | — | | | (206,665 | ) | | — | | | 206,665 | | | — | |
|
Deferred income taxes | 3,431 | | | (655 | ) | | — | | | 23 | | | 2,799 | |
|
Other non-cash items | 2,259 | | | 1,816 | | | 7,399 | | | (1,816 | ) | | 9,658 | |
|
Changes in assets and liabilities: | | | | | | | | | |
Current and other assets | 9,461 | | | (283 | ) | | (68,449 | ) | | 2 | | | (59,269 | ) |
|
Due to / from affiliates | (79,252 | ) | | 43,501 | | | (3,768 | ) | | — | | | (39,519 | ) |
|
Payables and other liabilities | 22,057 | | | (12,249 | ) | | 438 | | | (21,053 | ) | | (10,807 | ) |
|
Net cash provided by (used in) operating activities | 198,795 | | | 4,727 | | | (13,507 | ) | | — | | | 190,015 | |
|
Investing activities – purchases of property and equipment | (6,071 | ) | | — | | | (94 | ) | | — | | | (6,165 | ) |
|
Financing activities: | | | | | | | | | |
Borrowings of debt | — | | | 1,081,000 | | | — | | | — | | | 1,081,000 | |
|
Payments of debt | (3,077 | ) | | (598,368 | ) | | — | | | — | | | (601,445 | ) |
|
Debt issuance costs | — | | | (2,348 | ) | | — | | | — | | | (2,348 | ) |
|
Distributions to Liberty Media | — | | | (1,200,000 | ) | | — | | | — | | | (1,200,000 | ) |
|
Distributions to parent for repurchase of common stock | — | | | (179,197 | ) | | — | | | — | | | (179,197 | ) |
|
Distributions to parent | (600,000 | ) | | 600,000 | | | — | | | — | | | — | |
|
Borrowings under notes payable to affiliate | (48,507 | ) | | — | | | 48,507 | | | — | | | — | |
|
Repayments under notes payable to affiliate | 38,257 | | | — | | | (38,257 | ) | | — | | | — | |
|
Net advances to / from affiliate | (293,696 | ) | | 293,696 | | | — | | | — | | | — | |
|
Minimum withholding of taxes related to stock compensation | (2,719 | ) | | — | | | (242 | ) | | — | | | (2,961 | ) |
|
Excess tax benefit from stock compensation | 2,096 | | | — | | | — | | | — | | | 2,096 | |
|
Net cash provided by (used in) financing activities | (907,646 | ) | | (5,217 | ) | | 10,008 | | | — | | | (902,855 | ) |
|
Effect of exchange rate changes on cash and cash equivalents | — | | | — | | | (127 | ) | | — | | | (127 | ) |
|
Net decrease in cash and cash equivalents | (714,922 | ) | | (490 | ) | | (3,720 | ) | | — | | | (719,132 | ) |
|
Cash and cash equivalents: | | | | | | | | | |
Beginning of period | 735,507 | | | 879 | | | 13,388 | | | — | | | 749,774 | |
|
End of period | $ | 20,585 | | | $ | 389 | | | $ | 9,668 | | | $ | — | | | $ | 30,642 | |
|
Supplemental disclosure of cash flow information: | | | | | | | | | |
Cash paid for interest, net of amounts capitalized | $ | (2,476 | ) | | $ | 41,651 | | | $ | 1,490 | | | $ | — | | | $ | 40,665 | |
|
Cash paid for income taxes | $ | 136,405 | | | $ | (814 | ) | | $ | (75 | ) | | $ | — | | | $ | 135,516 | |
|
Distribution of corporate headquarters to Liberty Media | $ | 45,668 | | | $ | — | | | $ | — | | | $ | — | | | $ | 45,668 | |
|
Capital lease related to Commercial Lease with LPH | $ | — | | | $ | 44,800 | | | $ | — | | | $ | — | | | $ | 44,800 | |
|
Tax attributes related to LMC Spin-Off | $ | — | | | $ | 11,253 | | | $ | — | | | $ | — | | | $ | 11,253 | |
|
|
| | | | | | | | | | | | | | | | | | | |
Consolidating Statement of Cash Flows’ Information – For the Nine Months Ended September 30, 2012 |
(in thousands) |
| Starz | | | | Starz Media | | | | |
Entertainment, LLC | and Other |
(Guarantor) | Businesses |
| | | Starz, LLC | | (Non-Guarantors) | | Eliminations | | Consolidated |
| Parent Only | | Starz, LLC |
| (Co-Issuer) | | |
Operating activities: | | | | | | | | | |
Net income (loss) | $ | 191,606 | | | $ | 204,085 | | | $ | (3,150 | ) | | $ | (188,456 | ) | | $ | 204,085 | |
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | |
Depreciation and amortization | 9,487 | | | — | | | 4,300 | | | — | | | 13,787 | |
|
Amortization of program rights | 478,101 | | | — | | | — | | | (4,850 | ) | | 473,251 | |
|
Program rights payments | (367,901 | ) | | — | | | — | | | 1,520 | | | (366,381 | ) |
|
Amortization of investment in films and television programs | 15,331 | | | — | | | 71,411 | | | — | | | 86,742 | |
|
Investment in films and television programs | (106,005 | ) | | — | | | (88,983 | ) | | — | | | (194,988 | ) |
|
Stock compensation | 9,009 | | | — | | | 879 | | | — | | | 9,888 | |
|
Payments of long term incentive plan | (33,410 | ) | | — | | | — | | | — | | | (33,410 | ) |
|
Share of earnings of consolidated subsidiaries | — | | | (201,904 | ) | | — | | | 201,904 | | | — | |
|
Deferred income taxes | (3,947 | ) | | (8,495 | ) | | — | | | 9,177 | | | (3,265 | ) |
|
Other non-cash items | 13,315 | | | 4,406 | | | (1,833 | ) | | (15,011 | ) | | 877 | |
|
Changes in assets and liabilities: | | | | | | | | | |
Current and other assets | (456 | ) | | — | | | (5,572 | ) | | (156 | ) | | (6,184 | ) |
|
Due to / from affiliates | (19,598 | ) | | 3,859 | | | 2,601 | | | (2,418 | ) | | (15,556 | ) |
|
Payables and other liabilities | 5,087 | | | 1,309 | | | (2,440 | ) | | (1,710 | ) | | 2,246 | |
|
Net cash provided by (used in) operating activities | 190,619 | | | 3,260 | | | (22,787 | ) | | — | | | 171,092 | |
|
Investing activities – purchases of property and equipment | (7,751 | ) | | — | | | (119 | ) | | — | | | (7,870 | ) |
|
Financing activities: | | | | | | | | | |
Borrowings of debt | 0 | | | 500,000 | | | — | | | — | | | 500,000 | |
|
Payments of debt | (3,035 | ) | | (500,000 | ) | | — | | | — | | | (503,035 | ) |
|
Debt issuance costs | — | | | (8,007 | ) | | — | | | — | | | (8,007 | ) |
|
Distributions to Old LMC | 0 | | | (400,000 | ) | | — | | | — | | | (400,000 | ) |
|
Distributions to parent | (100,000 | ) | | 100,000 | | | — | | | — | | | — | |
|
Distributions to Old LMC related to stock compensation | (2,024 | ) | | — | | | — | | | — | | | (2,024 | ) |
|
Borrowings under notes payable to affiliate | (39,779 | ) | | — | | | 39,779 | | | — | | | — | |
|
Repayments under notes payable to affiliate | 19,064 | | | — | | | (19,064 | ) | | — | | | — | |
|
Net advances to / from affiliate | (180,297 | ) | | 180,537 | | | (240 | ) | | — | | | — | |
|
Minimum withholding of taxes related to stock compensation | (3,465 | ) | | — | | | (178 | ) | | — | | | (3,643 | ) |
|
Settlement of derivative instruments | 3 | | | — | | | — | | | — | | | 3 | |
|
Net cash provided by (used in) financing activities | (309,533 | ) | | (127,470 | ) | | 20,297 | | | — | | | (416,706 | ) |
|
Effect of exchange rate changes on cash and cash equivalents | — | | | — | | | 59 | | | — | | | 59 | |
|
Net decrease in cash and cash equivalents | (126,665 | ) | | (124,210 | ) | | (2,550 | ) | | — | | | (253,425 | ) |
|
Cash and cash equivalents: | | | | | | | | | |
Beginning of period | 965,400 | | | 125,261 | | | 9,226 | | | — | | | 1,099,887 | |
|
End of period | $ | 838,735 | | | $ | 1,051 | | | $ | 6,676 | | | $ | — | | | $ | 846,462 | |
|
Supplemental disclosure of cash flow information: | | | | | | | | | |
Cash paid for interest, net of amounts capitalized | $ | 1,820 | | | $ | 10,596 | | | $ | 109 | | | $ | — | | | $ | 12,525 | |
|
Cash paid for income taxes | $ | 122,150 | | | $ | — | | | $ | 4,432 | | | $ | — | | | $ | 126,582 | |
|
Change in deferred tax assets due to sale of noncontrolling interest | $ | — | | | $ | 2,209 | | | $ | — | | | $ | — | | | $ | 2,209 | |
|
| | | | | | | | | | | | | | | | | | | | |