Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2016shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Starz, LLC |
Entity Central Index Key | 1,559,270 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 0 |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 12.9 | $ 10.7 |
Trade accounts receivable, net of allowances of $18.4 and $35.2 | 289.8 | 252.9 |
Program rights, net | 375.6 | 316.1 |
Other current assets | 60.5 | 90.1 |
Total current assets | 738.8 | 669.8 |
Noncurrent assets: | ||
Program rights | 326.1 | 335.9 |
Investment in films and television programs, net | 223.2 | 215.6 |
Property and equipment, net of accumulated depreciation of $142.3 and $134.5 | 87.8 | 89.2 |
Deferred income taxes | 21.5 | 21.2 |
Goodwill | 131.8 | 131.8 |
Other assets, net | 111.3 | 100.7 |
Total assets | 1,640.5 | 1,564.2 |
Current liabilities: | ||
Current portion of debt (Note 2) | 5.8 | 5.6 |
Trade accounts payable | 5.5 | 8 |
Accrued liabilities (Notes 5 and 6) | 272.8 | 267.7 |
Deferred revenue | 12.2 | 10.3 |
Total current liabilities | 296.3 | 291.6 |
Noncurrent liabilities: | ||
Debt (Note 2) | 1,074.5 | 1,032.2 |
Other liabilities (Note 5) | 34.1 | 22.7 |
Total liabilities | 1,404.9 | 1,346.5 |
Member's Equity [Abstract] | ||
Member’s interest | 235.6 | 217.7 |
Commitments and contingencies (Note 5) | ||
Total liabilities and member’s interest | $ 1,640.5 | $ 1,564.2 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowances for trade accounts receivable | $ 18.4 | $ 35.2 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 142.3 | $ 134.5 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue: | ||||
Programming networks and other services | $ 386.6 | $ 380.3 | $ 784 | $ 796.1 |
Home video net sales | 16 | 37.4 | 50.5 | 72.3 |
Total revenue | 402.6 | 417.7 | 834.5 | 868.4 |
Costs and expenses: | ||||
Programming (including amortization) (Notes 3 and 5) | 148.1 | 154.5 | 298.8 | 300.5 |
Production and acquisition (including amortization) | 43.2 | 50 | 101.3 | 106.6 |
Home video cost of sales | 5.1 | 10 | 12.5 | 20.4 |
Operating (Note 3) | 7.1 | 12.4 | 13.1 | 25.7 |
Selling, general and administrative (Note 3) | 79 | 75.5 | 169.9 | 152.7 |
Merger related | 9.5 | 0 | 9.5 | 0 |
Depreciation and amortization | 5.2 | 4.8 | 9.9 | 9.5 |
Total costs and expenses | 297.2 | 307.2 | 615 | 615.4 |
Operating income | 105.4 | 110.5 | 219.5 | 253 |
Other expense: | ||||
Interest expense, net of amounts capitalized (Note 2) | (11.5) | (11.3) | (23.4) | (22.5) |
Other expense, net | (6.7) | (2.1) | (6.3) | (4.3) |
Income before income taxes | 87.2 | 97.1 | 189.8 | 226.2 |
Income tax expense (Note 4) | (32.8) | (34.1) | (68.4) | (77.1) |
Net income | 54.4 | 63 | 121.4 | 149.1 |
Net loss (income) attributable to noncontrolling interest | 0 | 0.4 | 0 | (1.1) |
Net income attributable to member | $ 54.4 | $ 63.4 | $ 121.4 | $ 148 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 54.4 | $ 63 | $ 121.4 | $ 149.1 |
Other comprehensive income (loss), net of taxes - | ||||
Foreign currency translation adjustments from operations | (1) | (0.1) | (1) | 0.6 |
Comprehensive income | 53.4 | 62.9 | 120.4 | 149.7 |
Comprehensive loss (income) attributable to noncontrolling interest | 0 | 0.5 | 0 | (1.2) |
Comprehensive income attributable to member | $ 53.4 | $ 63.4 | $ 120.4 | $ 148.5 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities: | ||||
Net income | $ 54.4 | $ 63 | $ 121.4 | $ 149.1 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 5.2 | 4.8 | 9.9 | 9.5 |
Amortization of program rights | 136.9 | 144.2 | 275.4 | 281.1 |
Program rights payments | (217.2) | (253.5) | ||
Amortization of investment in films and television programs | 74.2 | 80.1 | ||
Investment in films and television programs | (64.3) | (124.9) | (160.5) | (233.6) |
Stock compensation | 7.3 | 8.1 | 15.6 | 16.4 |
Deferred income taxes | (0.3) | (10.2) | ||
Other non-operating and non-cash items | (5.8) | (7.2) | ||
Changes in assets and liabilities: | ||||
Current and other assets | 0.9 | (23.3) | ||
Payables and other liabilities | (12.6) | (34.4) | ||
Net cash provided by (used in) operating activities | 101 | (26) | ||
Investing activities: | ||||
Purchases of property and equipment | (7.8) | (5.8) | ||
Investment in and advances to equity investee | (13.5) | 0 | ||
Net cash used in investing activities | (21.3) | (5.8) | ||
Financing activities: | ||||
Borrowings of debt | 260 | 734 | ||
Payments of debt | (218.7) | (662.6) | ||
Distributions to parent related to repurchases of common stock | (120.7) | (32.8) | ||
Contributions from parent related to exercise of stock options | 2.3 | 7.7 | ||
Minimum withholding of taxes related to stock compensation | (1.7) | (15.3) | ||
Excess tax benefit from stock compensation | 1.3 | 12.7 | ||
Net cash provided by (used in) financing activities | (77.5) | 38.7 | ||
Net increase in cash and cash equivalents | 2.2 | 6.9 | ||
Beginning of period | 10.7 | 13.4 | ||
End of period | $ 12.9 | $ 20.3 | $ 12.9 | $ 20.3 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Equity of Members Interest and Noncontrolling Interests (Unaudited) - 6 months ended Jun. 30, 2016 - USD ($) $ in Millions | Total | Member’s Interest |
Balance at December 31, 2015 at Dec. 31, 2015 | $ 217.7 | |
Increase (Decrease) in Member's Interest and Noncontrolling Interests [Roll Forward] | ||
Net income | $ 121.4 | 121.4 |
Other comprehensive loss | (1) | |
Stock compensation | 16.3 | |
Contributions from parent related to exercise of stock options | 2.3 | |
Minimum withholding of taxes related to stock compensation | (1.7) | |
Excess tax benefit from stock compensation | 1.3 | |
Distributions to parent related to repurchases of common stock | (120.7) | |
Balance at June 30, 2016 at Jun. 30, 2016 | $ 235.6 |
Basis of Presentation and Descr
Basis of Presentation and Description of Business | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Description of Business | Basis of Presentation and Description of Business Lions Gate Merger On June 30, 2016, Starz, the parent company of Starz, LLC, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lions Gate Entertainment Corp., a corporation organized and existing under the corporate laws of British Columbia (“Lions Gate”), and Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Lions Gate (“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”). Under the terms of the Merger Agreement, prior to consummation of the Merger, Lions Gate will effect a reclassification (the “Reclassification”) pursuant to which each existing common share, without par value, of Lions Gate (“Lions Gate Common Stock”) will be split into (1) 0.5 shares of a newly issued class of voting shares, without par value, of Lions Gate (the “Lions Gate Voting Stock”) and (2) 0.5 shares of a newly issued class of non-voting shares, without par value, of Lions Gate (“Lions Gate Non-Voting Stock”). Lions Gate intends not to effect the Reclassification unless the Merger will be consummated. Following the Reclassification, pursuant to the Merger Agreement, (1) each share of Starz Series A common stock, par value $ 0.01 per share (the “Starz Series A Common Stock”), will be converted into the right to receive (a) $ 18.00 in cash and (b) 0.6784 of a share of Lions Gate Non-Voting Stock, and (2) each share of Starz Series B common stock, par value $ 0.01 per share (the “Starz Series B Common Stock”), will be converted into the right to receive (a) $ 7.26 in cash, (b) 0.6321 of a share of Lions Gate Non-Voting Stock and (c) 0.6321 of a share of Lions Gate Voting Stock. As a result of the Merger, the outstanding equity awards relating to Starz Series A Common Stock will be converted into corresponding awards relating to shares of Lions Gate Non-Voting Stock, after giving effect to appropriate adjustments to reflect the transactions contemplated by the Merger Agreement. The converted equity awards will remain subject to the same terms and conditions (including time- and performance-based vesting terms) as in effect prior to the closing of the Merger. The closing of the Merger is contingent on (1) approval of the Merger Agreement by a majority of the voting power of the Starz Series A Common Stock stockholders and Starz Series B Common Stock stockholders, voting together as a single class, (2) approval of the Reclassification by a two-thirds majority of the shares of Lions Gate Common Stock voting on the Reclassification, (3) approval of the issuance of Lions Gate Non-Voting Stock and Lions Gate Voting Stock in the Merger by a majority of the shares of Lions Gate Common Stock voting on such issuance, (4) completion of the Reclassification, (5) expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (6) receipt of German antitrust approval, (7) receipt of FCC approval, (8) the registration of the shares of the Lions Gate Non-Voting Stock and Lions Gate Voting Stock being issued to holders of Starz Series A Common Stock and Starz Series B Common Stock in the Merger, (9) authorization of the Lions Gate Voting Stock and the Lions Gate Non-Voting Stock for listing on the New York Stock Exchange and (10) other customary closing conditions. The Merger Agreement contains customary representations and warranties by each party. Lions Gate and Starz have also agreed to various customary covenants and agreements, including, among others, to conduct their business in the ordinary course consistent with past practice during the period between the execution of the Merger Agreement and the closing of the Merger. Pursuant to the Merger Agreement, Starz and Lions Gate may not solicit alternative transaction proposals or negotiate with third parties in connection with alternative transaction proposals, unless their respective board of directors receives a bona fide alternative transaction proposal that did not result from a material breach of such party’s non-solicitation obligations and which such party’s board of directors determines to be, or to be reasonably likely to lead to, a superior proposal, and failure to take such action would reasonably be expected to constitute a breach of the directors’ fiduciary duties. 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 has not been met is the condition related to the expiration or early termination of antitrust waiting periods); (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 $ 150.0 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’s 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 (if at the time of such termination the Starz’s stockholders have not approved the transactions and such termination does not result in the payment of a termination fee by Lions Gate), (ii) by either party because Starz’s 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 $ 150.0 million if either party terminates the Merger Agreement because Lions Gate’s stockholders fail to approve the transactions, (2) a termination fee of $ 175.0 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 $ 250.0 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 $ 175.0 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 (if at the time of such termination the Lions Gate’s stockholders have not approved the transactions and such termination does not result in the payment of a termination fee by Lions Gate), (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. On August 1, 2016, Lions Gate filed a Form S-4 Registration Statement with the Securities and Exchange Commission (“SEC”), which includes detailed information regarding the Merger. Presentation Starz, LLC provides premium subscription video programming to United States (“U.S.”) multichannel video programming distributors (“MVPDs”), including cable operators, satellite television providers and telecommunications companies, and online video providers (collectively, “Distributors”). Starz, LLC also develops, produces and acquires entertainment content and distributes this content to consumers in the U.S. and throughout the world. The accompanying condensed consolidated financial statements include the accounts of Starz, LLC and its majority-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Starz, LLC’s Annual Report on Form 10-K for the year ended December 31, 2015 . Business Starz, LLC’s business operations are conducted by its wholly-owned subsidiaries Starz Entertainment, LLC (“Starz Entertainment”), Starz Media Group, LLC (“Starz Media”) and certain other immaterial subsidiaries. In October 2015, Starz, LLC acquired the 25% interest in Starz Media formerly owned by The Weinstein Company LLC (“Weinstein”). In October 2015, Starz, LLC sold 100% of its wholly-owned subsidiary Film Roman LLC (“Film Roman”), which made up 100% of the Starz Animation operating segment. Following the sale of Film Roman, Starz manages its operations through its Starz Networks and Starz Distribution operating segments: Starz Networks Starz Networks’ flagship premium networks are STARZ and STARZ ENCORE. STARZ exhibits first-run hit movies and original series. STARZ ENCORE airs first-run movies, classic contemporary movies and original series. Starz Networks’ third network, MOVIEPLEX, offers a variety of art house, independent films and classic movie library content. STARZ and STARZ ENCORE, along with MOVIEPLEX, air across 17 linear networks complemented by on-demand and online services. Starz Networks’ premium networks are offered by Distributors to their subscribers either on a fixed monthly price as part of a programming tier or package or on an a la carte basis. Starz Distribution Starz Distribution includes the Anchor Bay Entertainment, Starz Digital and Starz Worldwide Distribution businesses. Anchor Bay Entertainment Anchor Bay Entertainment is the global home video sales arm of Starz and distributes DVDs (standard definition and Blu-ray™) under the ANCHOR BAY brand, in the U.S., Canada and other international territories to the extent it has home entertainment rights to such content in international territories. Anchor Bay Entertainment acquires and licenses various titles from third parties and also develops and produces certain of its content. Certain of the titles acquired by Anchor Bay Entertainment air on Starz Networks’ STARZ and STARZ ENCORE networks. Anchor Bay Entertainment also distributes Starz Networks’ original series and Weinstein’s titles. Each of these titles are sold to and distributed by regional and national retailers and other companies, including Amazon, Best Buy, Ingram Entertainment, Redbox, Target and Wal-Mart. Starz Digital Starz Digital is the global digital and on-demand licensing arm of Starz and distributes content on pay-per-view, video-on-demand, subscription video-on-demand (“SVOD”), ad-supported video-on-demand (“AVOD”), electronic sell-through and other digital formats for Starz’s owned content, including Starz Networks’ original series, Weinstein’s titles and content licensed from third-parties in the U.S. and throughout the world to the extent it has rights to such content in international territories. Certain of the titles acquired by Starz Digital air on Starz Networks’ STARZ and STARZ ENCORE networks. Starz Digital receives fees for its content from a wide array of partners ranging from traditional MVPDs to online and mobile distributors. Starz Worldwide Distribution Starz Worldwide Distribution is the global television licensing arm of Starz and distributes movies, television series, documentaries, children’s programming and other video content. Starz Worldwide Distribution exploits Starz’s owned content, including Starz Networks’ original series, and content for which it has licensed rights on free or pay television in the U.S. and throughout the world to the extent it has rights to such content in international territories. Starz Worldwide Distribution receives fees for its content primarily from various U.S. and international programming networks. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Starz, LLC considers amortization of program rights, the development of the remaining unrecognized revenue estimates (also known as “Ultimate Revenue”) associated with released films and television programs, assessment of investment in films and television programs for impairment, valuation allowances associated with deferred income taxes and allowances for sales returns to be its most significant estimates. Actual results may differ from those estimates. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following (in millions) : June 30, December 31, Credit Agreement (a) $ 352.0 $ 308.0 Senior Notes, including premium of $1.7 and $1.9 (b) 676.7 676.9 Capital leases (c) 62.0 64.8 Debt issuance costs, net (10.4 ) (11.9 ) Total debt 1,080.3 1,037.8 Less: current portion (5.8 ) (5.6 ) $ 1,074.5 $ 1,032.2 (a) On April 20, 2015, Starz, LLC entered into a credit agreement (“Credit Agreement”) that provides for $1,000.0 million in revolving loans with a $50.0 million sub-limit for stand-by letters of credit. Borrowings may be prepaid at any time and from time to time without penalty other than customary breakage costs. Any amounts prepaid may be reborrowed. The Credit Agreement is scheduled to mature on April 20, 2020, however, it is anticipated that the Credit Agreement will be repaid and terminated in connection with the closing of the Merger. As of June 30, 2016 , $648.0 million of borrowing capacity was available under the Credit Agreement. Interest on each loan under the Credit Agreement is payable at either an alternate base rate or LIBOR at Starz, LLC’s election. Borrowings that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.50% and 1.25% depending on the consolidated leverage ratio of Starz, LLC, as defined in the Credit Agreement. The alternate base rate is the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1% or (c) LIBOR for a one -month interest period plus 1% . Borrowings that are LIBOR loans bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.50% and 2.25% depending on the consolidated leverage ratio of Starz, LLC. The Credit Agreement requires Starz, LLC to pay a commitment fee on any unused portion. The commitment fee varies between 0.25% and 0.40% , depending on the consolidated leverage ratio of Starz, LLC. As of June 30, 2016 , the following borrowings and related LIBOR or alternate base rate interest rates were outstanding (dollars in millions) : LIBOR or alternate base rate period: Interest Rate Loan Amount June 2016 to July 2016 2.1971% $ 133.0 June 2016 to July 2016 2.2008% 200.0 June 2016 and forward 4.2500% 19.0 $ 352.0 The Credit Agreement contains certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, or making certain distributions, investments and other restricted payments, liens or guarantees. In addition, Starz, LLC must comply with certain financial covenants, including a consolidated leverage ratio, as defined in the Credit Agreement. As of June 30, 2016 , Starz, LLC was in compliance with all covenants under the Credit Agreement. (b) Starz, LLC and Starz Finance Corp., a wholly-owned subsidiary, co-issued $675.0 million aggregate principal amount of 5.0% senior notes due September 15, 2019 (“Senior Notes”). It is anticipated that the Senior Notes will be repaid in connection with the closing of the Merger. The Senior Notes bear interest at a rate of 5.0% payable semi-annually on September 15 and March 15 of each year and are guaranteed by Starz Entertainment. The Senior Notes contain certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, entering into liens and guarantees, or making certain distributions, investments and other restricted payments. As of June 30, 2016 , Starz, LLC was in compliance with all covenants under the Senior Notes. (c) On January 11, 2013, Starz, LLC entered into a commercial lease with a subsidiary of Starz, LLC’s related party, Liberty Media Corporation (“Liberty Media”), for its headquarters building. The term of the lease is ten years, with four successive five -year renewal periods at the option of Starz, LLC. Starz, LLC recorded a capital lease in connection with this lease agreement with an imputed annual interest rate of 6.4% . Starz Entertainment has entered into capital lease agreements for its transponder capacity. The agreements expire during 2018 to 2021 and have imputed annual interest rates ranging from 5.5% to 7.0% . At June 30, 2016 , the fair value of the Senior Notes was $687.7 million and was based upon quoted prices in active markets. Starz, LLC believes the fair value of borrowings under the Credit Agreement approximate their carrying value as of June 30, 2016 due to their variable rate nature and Starz, LLC’s stable credit spread. Interest costs of $1.5 million , $1.8 million , $2.4 million and $3.3 million have been capitalized as investment in films and television programs during the three months ended June 30, 2016 and 2015 and the six months ended June 30, 2016 and 2015 , respectively. |
Stock Compensation
Stock Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation | Stock Compensation Pursuant to the Starz 2011 Incentive Plan, the compensation committee of the board of directors of Starz may grant eligible employees stock options, stock appreciation rights, restricted shares and restricted stock units. Stock compensation expense, by expense category, consisted of the following (in millions): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Programming $ 0.6 $ 0.7 $ 1.3 $ 1.3 Operating 0.1 0.1 0.2 0.2 Selling, general and administrative 6.6 7.3 14.1 14.9 $ 7.3 $ 8.1 $ 15.6 $ 16.4 As of June 30, 2016 , the total unrecognized compensation cost related to unvested stock options, restricted shares and restricted stock units was approximately $44.2 million . Such amount will be recognized in Starz, LLC’s condensed consolidated statements of operations over a weighted average period of approximately 2.32 years. The number and weighted average exercise price (“WAEP”) of stock options to purchase Starz common stock were as follows: Options WAEP Outstanding at December 31, 2015 11,173,333 $ 20.04 Granted — $ — Exercised (317,117 ) $ 14.16 Forfeited (241,625 ) $ 28.30 Expired/canceled — $ — Outstanding at June 30, 2016 10,614,591 $ 20.02 Exercisable at June 30, 2016 6,644,815 $ 16.92 At June 30, 2016 , the weighted average remaining contractual term of outstanding options was 4.65 years and exercisable options was 4.04 years. At June 30, 2016 , the aggregate intrinsic value of outstanding options and exercisable options was $111.0 million and $87.4 million , respectively. The aggregate intrinsic value of options exercised was $4.7 million and $23.0 million for the six months ended June 30, 2016 and 2015, respectively. The number and weighted average grant-date fair value of restricted share grants were as follows: Restricted Shares Weighted Average Grant-Date Fair Value Outstanding at December 31, 2015 723,036 $ 30.69 Granted 90,064 $ 26.09 Vested (45,403 ) $ 19.32 Forfeited (33,658 ) $ 28.33 Outstanding at June 30, 2016 734,039 $ 30.94 The grant-date fair value was based on the market value of the shares on the date of grant. The aggregate fair value of all restricted shares that vested during the six months ended June 30, 2016 and 2015 was $1.3 million and $1.8 million , respectively. As of June 30, 2016, the number of three year performance based restricted stock units representing the threshold, target and maximum payout levels were 49,228 units, 98,455 units and 196,910 units, respectively (which are not reflected in the table above). During the six months ended June 30, 2016, 4,308 units, 8,615 units and 17,230 units, at the threshold, target and maximum payout levels, respectively, were forfeited. During the second quarter of 2016, Starz granted restricted stock units to certain of Starz, LLC’s employees. Subject to certain conditions specified in the award agreements, restricted stock units will vest based upon the actual, cumulative Starz Networks’ revenue achieved during the two-year performance period beginning on January 1, 2016 and ending on December 31, 2017 (“Two Year Performance Period”), exceeding a target cumulative Starz Networks’ revenue during the Two Year Performance Period specified by the Starz compensation committee. Potential vesting of the restricted stock units ranges from no units at the target level to 83,824 maximum units if 105% , or higher, of the target two-year performance of Starz Networks’ revenue is achieved (which are not reflected in the table above). |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax provision for the three and six months ended June 30, 2016 and 2015 was calculated by estimating Starz, LLC’s annual effective tax rate and then applying the effective tax rate to income before income taxes for the period, plus or minus the tax effects of items that relate discretely to the period, if any. Our effective tax rate was 38% , 35% , 36% and 34% for the three months ended June 30, 2016 and 2015 and the six months ended June 30, 2016 and 2015 , respectively. For the three and six months ended June 30, 2016 and 2015 , income tax expense differs from the amounts computed by applying the U.S. federal income tax rate of 35% primarily due to Internal Revenue Code Section 199, which allows U.S. taxpayers a deduction for qualified domestic production activities, which was partially offset by state and local taxes. In addition, for the three and six months ended June 30, 2016 , Starz, LLC’s effective tax rate was negatively impacted by a portion of merger related costs which are non-deductible for tax purposes. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Programming Rights Starz, LLC has an exclusive multi-year output licensing agreement for qualifying films that are released theatrically in the U.S. by Sony Pictures Entertainment Inc. (“Sony”) through 2021. The agreement provides Starz, LLC with exclusive pay television rights to exhibit qualifying theatrically released films under the Sony, Columbia Pictures, Screen Gems, Sony Pictures Classics and TriStar labels. Theatrically released films produced by Sony Pictures Animation are not licensed to Starz, LLC under the Sony agreement. In addition, Starz, LLC had an exclusive licensing agreement for qualifying films that were released theatrically in the U.S. by The Walt Disney Company (“Disney”) through 2015, with initial license periods for those films extending into 2017. The agreement provided Starz, LLC with exclusive pay television rights to exhibit qualifying theatrically released films under the Disney, Touchstone, Pixar and Marvel labels. Theatrically released films produced by DreamWorks and released by Disney were not licensed to Starz, LLC under the Disney agreement. The programming fees to be paid to Sony and Disney are based on the quantity and domestic theatrical exhibition receipts of qualifying films. Starz, LLC has also entered into agreements with a number of other motion picture producers and is obligated to pay fees for the rights to exhibit certain films licensed from these producers. The unpaid balance for program rights related to films that were available for exhibition at June 30, 2016 is reflected in accrued liabilities and in other liabilities in the accompanying condensed consolidated balance sheets. As of June 30, 2016 , such liabilities aggregated approximately $94.1 million and are payable as follows: $57.9 million in 2016 , $11.5 million in 2017 , $12.8 million in 2018 , $10.3 million in 2019, $1.5 million in 2020, and $0.1 million thereafter. The estimated amounts payable under programming license agreements related to films that are not available for exhibition until some future date, including the rights to exhibit films that have been released theatrically under the Sony and Disney agreements, which had not been accrued as of June 30, 2016 , were as follows: $66.2 million in 2016 ; $126.9 million in 2017 ; $92.9 million in 2018 ; $83.9 million in 2019 ; $65.7 million in 2020 and $113.3 million thereafter. Starz, LLC is also obligated to pay fees for films that have not yet been released in theaters by Sony. Starz, LLC is unable to estimate the amounts to be paid under the Sony agreement for films that have not yet been released, however, such amounts are expected to be significant. Total amortization of program rights was $136.9 million , $144.2 million , $275.4 million and $281.1 million for the three months ended June 30, 2016 and 2015 and the six months ended June 30, 2016 and 2015 , respectively. These amounts are included in programming costs in the accompanying condensed consolidated statements of operations. Legal Proceedings On October 29, 2015, Keno Thomas, a former Starz Entertainment employee, filed a complaint in Los Angeles County Superior Court against Starz, Starz, LLC, Starz Entertainment (collectively, “Starz Parties”) and Liberty Media, and certain individual defendants. The plaintiff alleges that the Starz Parties and certain of the other defendants engaged in retaliation, wrongful termination of employment, failure to prevent retaliation and intentional infliction of emotional distress, all in connection with the plaintiff’s employment with Starz Entertainment. The plaintiff seeks compensatory, emotional distress and punitive damages, interest and an award of reasonable attorneys’ fees. On November 30, 2015, defendants removed this case to the United States District Court for the Central District of California. In February 2016, the parties stipulated to dismiss Starz and Starz, LLC without prejudice and to dismiss Liberty Media with prejudice. On February 29, 2016, the District Court dismissed one of the individual defendants without prejudice, dismissed certain claims for retaliation and for intentional infliction of emotional distress without prejudice and struck certain other allegations in the complaint, permitting the plaintiff to file an amended complaint with respect to the claims dismissed without prejudice. The plaintiff filed an amended complaint on March 30, 2016 with modified allegations of retaliation and intentional infliction of emotional distress. On April 13, 2016, the defendants moved to dismiss various causes of action in the amended complaint. On July 11, 2016, the District Court granted the defendents’ motion to dismiss the claim for intentional infliction of emotional distress without leave to amend, and to dismiss one claim for retaliation with leave to amend. Starz, LLC believes that it has substantial defenses to the claims asserted in the foregoing action, is defending the action vigorously, and does not believe that the resolution of the action will have a material adverse effect on its business, financial condition or results of operations. Six putative class action complaints were commenced in the Court of Chancery of the State of Delaware on July 19, 2016, July 21, 2016, July 26, 2016, July 27, 2016 and July 29, 2016. The first complaint was filed on July 19, 2016, by Barbara Freedman against Starz, Lions Gate, Merger Sub, members of the board of directors of Starz, and John C. Malone and Robert R. Bennett, both of whom are alleged to be controlling stockholders of Starz. The first complaint alleges that (i) the members of Starz’s board of directors and Messrs. Malone and Bennett 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 (ii) Lions Gate, Merger Sub and Messrs. Malone and Bennett aided and abetted such breaches of fiduciary duties. The first lawsuit seeks, among other things: (i) certification as a class action; (ii) a judgment declaring that Starz’s board of directors, and Messrs. Malone and Bennett, breached their fiduciary duties owed to Starz and Starz’s Series A unaffiliated stockholders; (iii) rescission of the proposed Merger, or any terms thereof, to the extent already implemented, or granting of rescissory damages; (iv) an accounting by the Starz board of directors, and Messrs. Malone and Bennett, of the damages the class suffered as a result of their actions with respect to the Merger; and (v) an award of the costs and disbursements of the action, including reasonable attorneys’ fees and experts’ fees. The second and third complaints were filed on July 21, 2016 and July 26, 2016, by the Oklahoma Police Pension & Retirement System and the City of Cambridge Retirement System, respectively. Both complaints name the same defendants, make the same allegations, assert the same legal claims, and seek the same relief. Both complaints name as defendants Lions Gate, Merger Sub, the members of the Starz board of directors, Mr. Malone, Leslie Malone, The Tracey L. Neal Trust A, The Evan D. Malone Trust A, Mr. Bennett, Deborah J. Bennett and Hilltop Investments, LLC (“Hilltop”). Starz is not a named defendant in either lawsuit. Each complaint alleges that (i) the members of Starz’s board of directors breached fiduciary duties owed to Starz and its stockholders in connection with the Merger and the transactions contemplated by the Merger Agreement; (ii) Mr. Malone, as an alleged controlling stockholder of Starz, breached fiduciary duties owed to Starz’s minority stockholders in connection with the Merger and by entering into the Stock Exchange Agreement with Lions Gate, Merger Sub, Ms. Malone, The Tracey L. Neal Trust A, The Evan D. Malone Trust A, Mr. Bennett, Ms. Bennett and Hilltop (the “Exchange Agreement”) and a Voting Agreement among Lions Gate and Messrs. Malone and Bennett (the “Voting Agreement”); and (iii) Lions Gate, Merger Sub, Leslie Malone, The Tracey L. Neal Trust A, The Evan D. Malone Trust A, Deborah J. Bennett and Hilltop aided and abetted such breaches of fiduciary duties. Each lawsuit seeks, among other things: (i) certification as a class action; (ii) a judgment declaring that the board of directors of Starz and Mr. Malone breached fiduciary duties owed to the class; (iii) a judgment declaring that Lions Gate and Merger Sub aided and abetted such breaches of fiduciary duties; (iv) a judgment declaring the Exchange Agreement is invalid and void; (v) an injunction to prevent the Merger from proceeding; (v) alternatively, if the Merger is consummated, rescission or rescissory or other compensatory damages; and (vi) an award of the costs and disbursements of the action, including reasonable attorneys’ fees and experts’ fees. The fourth complaint was filed on July 26, 2016, by the Firemen’s Retirement System of St. Louis against Lions Gate, Merger Sub, the members of the Starz board of directors, Mr. Malone, Ms. Malone, The Tracy L. Neal Trust A, The Evan D. Malone Trust A, Mr. Bennett, Ms. Bennett and Hilltop. The fourth complaint alleges that (i) the members of Starz’s board of directors breached fiduciary duties owed to Starz’s stockholders in connection with the Merger, (ii) Mr. Malone, as an alleged controlling stockholder of Starz, breached fiduciary duties owed to Starz’s minority stockholders by effectuating the Merger; (iii) Lions Gate and Merger Sub, as parties to the Merger, aided and abetted in such breaches of fiduciary duties; and (iv) by entering into the Exchange Agreement and the Voting Agreement, Ms. Malone, The Tracy L. Neal Trust A, The Evan D. Malone Trust A, Mr. Bennett, Ms. Bennett and Hilltop aided and abetted the alleged breaches of fiduciary duties of the members of Starz’s board of directors. The fourth lawsuit seeks injunctive relief: (i) declaring that the action is a proper class action and certifying the Firemen’s Retirement System of St. Louis as the class representative; (ii) declaring that the members of Starz’s board of directors and Mr. Malone breached fiduciary duties owed to Starz and the class; (iii) declaring that Lions Gate and Merger Sub aided and abetted in the alleged breaches of fiduciary duties; (iv) enjoining the defendants from proceeding with the Merger; (v) directing the members of Starz’s board of directors to exercise their fiduciary duties to obtain a transaction that maximizes stockholder value; (vi) declaring the Exchange Agreement invalid and void; (vii) if the Merger is consummated, rescission or rescissory or other compensatory damages; and (viii) an award of the costs and disbursements of the action, including reasonable attorneys’ fees and experts’ fees. The fifth complaint was filed on July 27, 2016 by the Norfolk County Retirement System against Starz, Lions Gate, Merger Sub, members of the board of directors of Starz, Mr. Malone, Ms. Malone, Tracey L. Neal Trust A, Evan D. Malone Trust A, Mr. Bennett, Ms. Bennett, Hilltop, and LionTree Advisors LLC (“LionTree”). The fifth complaint alleges that (i) Mr. Malone, as an alleged controlling stockholder of Starz, and as a director and alleged significant stockholder of Lions Gate, violated his fiduciary duty of loyalty owed to Starz’s public stockholders in connection with the proposed Merger; (ii) Mr. Malone, Starz Chief Executive Officer Chris Albrecht, and the members of the board of directors of Starz breached fiduciary duties owed to Starz and its stockholders in connection with the proposed Merger; (iii) Lions Gate, as a party to the Merger Agreement and the transactions contemplated by the Merger Agreement, and Merger Sub, as a party to the Merger Agreement, aided and abetted the alleged breaches of fiduciary duties; (iv) LionTree, by virtue of its position as financial advisor in connection with the proposed Merger, aided and abetted in the alleged breaches of fiduciary duties; (iv) as parties to the transactions contemplated by the Merger Agreement, Ms. Malone, Tracey L. Neal Trust A, Evan D. Malone Trust A, Mr. Bennett, Ms. Bennett, and Hilltop aided and abetted the alleged breaches of fiduciary duties. The fifth lawsuit seeks, among other things: (i) certification as a class action; (ii) an injunction preventing the Starz board of directors and Mr. Malone from proceeding with the proposed Merger under its current terms; (iii) a declaration that the proposed Merger is not entirely fair and that the Starz board of directors and Mr. Malone have breached their fiduciary duties and therefore the Merger Agreement and transactions contemplated by the Merger Agreement are unlawful and unenforceable; (iv) if the Merger is consummated, rescission of the transaction or an award of damages to the class; (v) a requirement that the Starz board of directors and Mr. Malone fully disclose material information regarding the Merger; (vi) the establishment of equitable quasi-appraisal rights for dissenting Starz shareholders; (vii) a requirement that the board of directors of Starz explore strategic alternatives to the proposed Merger; (viii) an accounting by the defendants of the damages the class allegedly suffered as a result of defendants’ alleged unlawful conduct; (ix) an award of the costs and disbursements of the action, including reasonable attorneys’ fees and experts’ fees. The sixth complaint was filed on July 29, 2016 by the City of Providence against Starz, Lions Gate, Merger Sub, members of the board of directors of Starz, Mr. Malone, Mr. Bennett, and Mark Rachesky, the Chairman of Lions Gate. The sixth complaint alleges that (i) Mr. Malone, as an alleged controlling stockholder of Starz, and the members of the board of Starz, breached fiduciary duties owed to Starz’s shareholders in connection with the proposed Merger; and (ii) Mr. Bennett, Mr. Rachesky, Lions Gate, and Merger Sub aided and abetted both Mr. Malone and the Starz board of directors in breaching their fiduciary duties, while Mr. Malone aided and abetted the Starz board of directors in breaching its fiduciary duties. The sixth lawsuit seeks, among other things: (i) certification as a class action; (ii) a declaration that defendants breached their fiduciary duties, or aided and abetted such breaches; (iii) a declaration that the proposed Merger and other transactions contemplated by the merger are unlawful and unenforceable; (iv) an accounting by the defendants of the damages the class allegedly suffered as a result of defendants’ alleged wrongful actions; (v) compensatory damages; and (vi) an award of the costs and disbursements of the action, including reasonable attorneys’ fees and experts’ fees. Starz intends to defend the actions vigorously. In the normal course of business, Starz, LLC is subject to other lawsuits and other claims, including claims of alleged infringement of the trademarks, patents, copyrights and other intellectual property rights of third parties. While it is not possible to predict the outcome of these other matters, it is the opinion of management, based upon consultation with legal counsel, that the ultimate disposition of known proceedings will not have a material adverse impact on Starz, LLC’s business, financial condition or results of operations. |
Other Information
Other Information | 6 Months Ended |
Jun. 30, 2016 | |
Other Information [Abstract] | |
Other Information | Other Information Accrued Liabilities Accrued liabilities consisted of the following (in millions) : June 30, December 31, Royalties, residuals and participations $ 81.9 $ 82.4 Program rights payable 62.2 67.8 Advertising and marketing 42.4 48.1 Payroll and related costs 22.6 29.2 Other 63.7 40.2 $ 272.8 $ 267.7 Supplemental Disclosure of Cash Flow Information Supplemental disclosure of cash flow information was as follows (in millions) : Six Months Ended June 30, 2016 2015 Cash paid for interest, net of amounts capitalized $ 22.2 $ 21.3 Cash paid for income taxes $ 33.4 $ 69.4 Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 replaces the majority of all U.S. GAAP guidance that currently exists on revenue recognition with a single model to be applied to all contracts with customers. The core principle of ASU 2014-09 is that “an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” For a public entity, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period (i.e., January 1, 2018 for Starz, LLC). Early application is permitted, but not before annual periods beginning after December 15, 2016 (i.e., January 1, 2017 for Starz, LLC). An entity must apply ASU 2014-09 using either the full retrospective approach, by restating all years presented, or the cumulative effect at the date of adoption approach. Starz, LLC is currently assessing the impact that these changes will have on its consolidated financial statements, and therefore, is unable to quantify such impact or determine the method of adoption. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842): New Guidance on Accounting for Leases. ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset for all leases. A lease liability is defined as a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. A right-of-use asset is defined as an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. For a public entity, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019 for Starz, LLC). Early adoption is permitted. Starz, LLC is currently assessing the impact that these changes will have on its consolidated financial statements, and therefore, is unable to quantify such impact. In March 2016, the FASB issued ASU 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 simplifies the accounting for income taxes associated with share-based compensation by eliminating the requirement to classify the excess tax benefit as additional paid-in capital. For the six months ended June 30, 2016, Starz, LLC recognized $1.3 million of excess tax benefits in member’s interest. Under this new guidance, all tax effects (excess tax benefits and tax deficiencies) related to exercised or vested awards shall be recognized as income tax benefit or expense in the statement of operations in the reporting period as they occur, regardless of whether the tax effects reduce taxes payable in the reporting period. ASU 2016-09 also requires a reclassification of excess tax benefits on the statement of cash flows from a financing activity to an operating activity. The new guidance also establishes the requirement to classify cash paid by an entity to the taxing authorities when directly withholding shares for tax-withholding purposes as a financing activity, which is consistent with Starz, LLC’s current and historical presentation. For a public entity, ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years (i.e., January 1, 2017 for Starz, LLC). Early adoption is permitted for any interim or annual period. Starz, LLC is currently assessing the transition method and date of adoption, and therefore, is unable to quantify such impact. |
Information about Operating Seg
Information about Operating Segments | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Information about Operating Segments | Information about Operating Segments Starz, LLC evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as Adjusted OIBDA. Adjusted OIBDA is defined as revenue less programming costs, production and acquisition costs, home video cost of sales, operating expenses and selling, general and administrative expenses, but excluding all stock compensation expense. Starz, LLC’s chief operating decision maker uses this measure of performance in conjunction with other measures to evaluate its operating segments’ performance and make decisions about allocating resources among its operating segments. Starz, LLC believes that Adjusted OIBDA is an important indicator of the operational strength and performance of its operating segments, including each operating segment’s ability to assist Starz, LLC in servicing its debt and to fund investments in films and television programs. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between operating segments and identify strategies to improve performance. This measure of performance excludes stock compensation, merger related costs and depreciation and amortization that are included in the measurement of operating income pursuant to GAAP. The primary material limitations associated with the use of Adjusted OIBDA as compared to GAAP results are (i) it may not be comparable to similarly titled measures used by other companies in Starz, LLC’s industry, and (ii) it excludes financial information that some may consider important in evaluating Starz, LLC’s performance. Starz, LLC compensates for these limitations by providing a reconciliation of Adjusted OIBDA to GAAP results to enable investors to perform their own analysis of Starz, LLC’s operating results. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, income before income taxes, net income, net cash provided by (used in) operating activities and other measures of financial performance prepared in accordance with GAAP. The reconciliation of Adjusted OIBDA to income before income taxes was as follows (in millions) : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Consolidated Adjusted OIBDA $ 127.4 $ 123.4 $ 254.5 $ 278.9 Stock compensation (7.3 ) (8.1 ) (15.6 ) (16.4 ) Merger related (9.5 ) — (9.5 ) — Depreciation and amortization (5.2 ) (4.8 ) (9.9 ) (9.5 ) Interest expense, net of amounts capitalized (11.5 ) (11.3 ) (23.4 ) (22.5 ) Other expense, net (6.7 ) (2.1 ) (6.3 ) (4.3 ) Income before income taxes $ 87.2 $ 97.1 $ 189.8 $ 226.2 Starz, LLC’s reportable segments are strategic business units that offer different services. They are managed separately because each segment requires different technologies, content delivery methods and marketing strategies. Starz, LLC identifies its reportable segments as those operating segments that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets. Starz Networks and Starz Distribution have been identified as reportable segments, however, as Starz, LLC had three operating segments, Starz Animation was also reported. As mentioned in Note 1, Starz, LLC sold 100% of its wholly-owned subsidiary Film Roman, which made up 100% of the Starz Animation operating segment, in October 2015. Starz, LLC generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices. Performance Measures (in millions) : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue: Starz Networks $ 343.1 $ 333.3 $ 683.0 $ 667.3 Starz Distribution 60.0 78.4 152.7 188.1 Starz Animation — 6.5 — 13.8 Inter-segment eliminations (0.5 ) (0.5 ) (1.2 ) (0.8 ) $ 402.6 $ 417.7 $ 834.5 $ 868.4 Adjusted OIBDA: Starz Networks $ 132.1 $ 122.2 $ 248.9 $ 251.9 Starz Distribution (4.6 ) 2.0 6.0 28.4 Starz Animation — (0.7 ) — (1.3 ) Inter-segment eliminations (0.1 ) (0.1 ) (0.4 ) (0.1 ) $ 127.4 $ 123.4 $ 254.5 $ 278.9 Other Information (in millions) : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Cash paid for investment in films and television programs: Starz Networks $ 61.5 $ 71.2 $ 142.6 $ 140.3 Starz Distribution 2.8 53.7 17.9 93.3 Starz Animation — — — — Inter-segment eliminations — — — — $ 64.3 $ 124.9 $ 160.5 $ 233.6 June 30, December 31, Total assets: Starz Networks $ 1,496.2 $ 1,365.9 Starz Distribution 158.2 166.8 Starz Animation — — Other unallocated assets (primarily cash, deferred taxes and other assets, including income taxes receivable and the commercial lease for Starz’s corporate headquarters facility) 76.4 109.7 Inter-segment eliminations (90.3 ) (78.2 ) $ 1,640.5 $ 1,564.2 |
Supplemental Guarantor Condense
Supplemental Guarantor Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2016 | |
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 which are fully and unconditionally guaranteed by Starz Entertainment. Starz Media and other immaterial subsidiaries of Starz, LLC (“Starz Media and Other Businesses”) are not guarantors of the Senior 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 June 30, 2016 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Assets Current assets: Cash and cash equivalents $ 9.0 $ 0.3 $ 3.6 $ — $ 12.9 Trade accounts receivable, net 234.4 — 55.4 — 289.8 Program rights, net 379.5 — — (3.9 ) 375.6 Notes receivable from affiliates 84.2 — — (84.2 ) — Other current assets 40.2 17.2 3.1 — 60.5 Total current assets 747.3 17.5 62.1 (88.1 ) 738.8 Program rights 329.9 — — (3.8 ) 326.1 Investment in films and television programs, net 211.0 — 12.2 — 223.2 Property and equipment, net 48.0 39.6 0.2 — 87.8 Deferred income taxes (14.8 ) (0.5 ) 35.2 1.6 21.5 Goodwill 131.8 — — — 131.8 Other assets, net 43.0 — 68.3 — 111.3 Investment in consolidated subsidiaries — 2,327.4 — (2,327.4 ) — Total assets $ 1,496.2 $ 2,384.0 $ 178.0 $ (2,417.7 ) $ 1,640.5 Liabilities and Member’s Interest (Deficit) Current liabilities: Current portion of debt $ 5.1 $ 0.7 $ — $ — $ 5.8 Trade accounts payable 5.0 — 0.5 — 5.5 Accrued liabilities 205.8 13.9 63.7 (10.6 ) 272.8 Notes payable due to affiliate — — 84.2 (84.2 ) — Due to (from) affiliates (1,101.5 ) 1,073.3 28.2 — — Deferred revenue — — 14.2 (2.0 ) 12.2 Total current liabilities (885.6 ) 1,087.9 190.8 (96.8 ) 296.3 Debt 1,032.3 1,060.5 — (1,018.3 ) 1,074.5 Other liabilities 33.6 — 3.6 (3.1 ) 34.1 Total liabilities 180.3 2,148.4 194.4 (1,118.2 ) 1,404.9 Member’s interest (deficit) 1,315.9 235.6 (16.4 ) (1,299.5 ) 235.6 Total liabilities and member’s interest (deficit) $ 1,496.2 $ 2,384.0 $ 178.0 $ (2,417.7 ) $ 1,640.5 Consolidating Balance Sheet Information – As of December 31, 2015 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Assets Current assets: Cash and cash equivalents $ 5.5 $ 0.5 $ 4.7 $ — $ 10.7 Trade accounts receivable, net 212.4 — 40.5 — 252.9 Program rights, net 317.9 — — (1.8 ) 316.1 Notes receivable from affiliates 72.1 — — (72.1 ) — Other current assets 35.2 48.6 6.3 — 90.1 Total current assets 643.1 49.1 51.5 (73.9 ) 669.8 Program rights 341.8 — — (5.9 ) 335.9 Investment in films and television programs, net 173.6 — 42.0 — 215.6 Property and equipment, net 48.6 40.3 0.3 — 89.2 Deferred income taxes (17.4 ) 4.5 32.5 1.6 21.2 Goodwill 131.8 — — — 131.8 Other assets, net 44.4 — 56.3 — 100.7 Investment in consolidated subsidiaries — 2,171.5 — (2,171.5 ) — Total assets $ 1,365.9 $ 2,265.4 $ 182.6 $ (2,249.7 ) $ 1,564.2 Liabilities and Member’s Interest (Deficit) Current liabilities: Current portion of debt $ 5.0 $ 0.6 $ — $ — $ 5.6 Trade accounts payable 7.3 — 0.7 — 8.0 Accrued liabilities 176.8 16.8 84.8 (10.7 ) 267.7 Notes payable due to affiliate — — 72.1 (72.1 ) — Due to (from) affiliates (1,028.9 ) 1,014.7 14.2 — — Deferred revenue — — 10.7 (0.4 ) 10.3 Total current liabilities (839.8 ) 1,032.1 182.5 (83.2 ) 291.6 Debt 989.7 1,015.6 — (973.1 ) 1,032.2 Other liabilities 22.3 — 5.4 (5.0 ) 22.7 Total liabilities 172.2 2,047.7 187.9 (1,061.3 ) 1,346.5 Member’s interest (deficit) 1,193.7 217.7 (5.3 ) (1,188.4 ) 217.7 Total liabilities and member’s interest (deficit) $ 1,365.9 $ 2,265.4 $ 182.6 $ (2,249.7 ) $ 1,564.2 Consolidating Statement of Operations Information – For the Three Months Ended June 30, 2016 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Revenue: Programming networks and other services $ 355.5 $ — $ 34.2 $ (3.1 ) $ 386.6 Home video net sales 1.9 — 14.5 (0.4 ) 16.0 Total revenue 357.4 — 48.7 (3.5 ) 402.6 Costs and expenses: Programming (including amortization) 148.5 — — (0.4 ) 148.1 Production and acquisition (including amortization) 9.5 — 33.7 — 43.2 Home video cost of sales 1.3 — 4.2 (0.4 ) 5.1 Operating 9.2 — 0.4 (2.5 ) 7.1 Selling, general and administrative 63.4 0.2 15.4 — 79.0 Merger related 7.7 — 1.8 — 9.5 Depreciation and amortization 4.4 0.4 0.4 — 5.2 Total costs and expenses 244.0 0.6 55.9 (3.3 ) 297.2 Operating income (loss) 113.4 (0.6 ) (7.2 ) (0.2 ) 105.4 Other income (expense): Interest expense, net of amounts capitalized (10.7 ) (12.7 ) — 11.9 (11.5 ) Interest income (expense), related party 1.9 — (1.9 ) — — Other expense, net (2.8 ) (0.1 ) (3.9 ) 0.1 (6.7 ) Income (loss) before income taxes and share of earnings of consolidated subsidiaries 101.8 (13.4 ) (13.0 ) 11.8 87.2 Income tax benefit (expense) (38.3 ) 7.0 2.6 (4.1 ) (32.8 ) Share of earnings of consolidated subsidiaries, net of taxes — 60.8 — (60.8 ) — Net income (loss) $ 63.5 $ 54.4 $ (10.4 ) $ (53.1 ) $ 54.4 Consolidating Statement of Comprehensive Income (Loss) Information – For the Three Months Ended June 30, 2016 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Net income (loss) $ 63.5 $ 54.4 $ (10.4 ) $ (53.1 ) $ 54.4 Other comprehensive loss, net of taxes — (1.0 ) (1.0 ) 1.0 (1.0 ) Comprehensive income (loss) $ 63.5 $ 53.4 $ (11.4 ) $ (52.1 ) $ 53.4 Consolidating Statement of Operations Information – For the Three Months Ended June 30, 2015 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Revenue: Programming networks and other services $ 340.9 $ — $ 41.5 $ (2.1 ) $ 380.3 Home video net sales 6.4 — 32.3 (1.3 ) 37.4 Total revenue 347.3 — 73.8 (3.4 ) 417.7 Costs and expenses: Programming (including amortization) 154.8 — — (0.3 ) 154.5 Production and acquisition (including amortization) 7.1 — 42.9 — 50.0 Home video cost of sales 3.4 — 7.9 (1.3 ) 10.0 Operating 6.5 — 7.5 (1.6 ) 12.4 Selling, general and administrative 58.0 2.3 15.2 — 75.5 Depreciation and amortization 4.0 0.3 0.5 — 4.8 Total costs and expenses 233.8 2.6 74.0 (3.2 ) 307.2 Operating income (loss) 113.5 (2.6 ) (0.2 ) (0.2 ) 110.5 Other income (expense): Interest expense, net of amounts capitalized (10.5 ) (12.6 ) — 11.8 (11.3 ) Interest income (expense), related party 2.8 — (2.8 ) — — Other income (expense), net 0.8 — (2.9 ) — (2.1 ) Income (loss) before income taxes and share of earnings of consolidated subsidiaries 106.6 (15.2 ) (5.9 ) 11.6 97.1 Income tax benefit (expense) (37.8 ) 8.0 (0.2 ) (4.1 ) (34.1 ) Share of earnings of consolidated subsidiaries, net of taxes — 70.2 — (70.2 ) — Net income (loss) 68.8 63.0 (6.1 ) (62.7 ) 63.0 Net loss attributable to noncontrolling interest — 0.4 — — 0.4 Net income (loss) attributable to member $ 68.8 $ 63.4 $ (6.1 ) $ (62.7 ) $ 63.4 Consolidating Statement of Comprehensive Income (Loss) Information – For the Three Months Ended June 30, 2015 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Net income (loss) $ 68.8 $ 63.0 $ (6.1 ) $ (62.7 ) $ 63.0 Other comprehensive loss, net of taxes — (0.1 ) (0.1 ) 0.1 (0.1 ) Comprehensive income (loss) 68.8 62.9 (6.2 ) (62.6 ) 62.9 Comprehensive loss attributable to noncontrolling interest — 0.5 — — 0.5 Comprehensive income (loss) attributable to member $ 68.8 $ 63.4 $ (6.2 ) $ (62.6 ) $ 63.4 Consolidating Statement of Operations Information – For the Six Months Ended June 30, 2016 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Revenue: Programming networks and other services $ 719.3 $ — $ 73.3 $ (8.6 ) $ 784.0 Home video net sales 3.5 — 47.7 (0.7 ) 50.5 Total revenue 722.8 — 121.0 (9.3 ) 834.5 Costs and expenses: Programming (including amortization) 299.6 — — (0.8 ) 298.8 Production and acquisition (including amortization) 24.4 — 76.9 — 101.3 Home video cost of sales 2.6 — 10.6 (0.7 ) 12.5 Operating 19.8 — 0.6 (7.3 ) 13.1 Selling, general and administrative 138.0 0.5 31.4 — 169.9 Merger related 7.7 — 1.8 — 9.5 Depreciation and amortization 8.4 0.7 0.8 — 9.9 Total costs and expenses 500.5 1.2 122.1 (8.8 ) 615.0 Operating income (loss) 222.3 (1.2 ) (1.1 ) (0.5 ) 219.5 Other income (expense): Interest expense, net of amounts capitalized (21.9 ) (25.1 ) — 23.6 (23.4 ) Interest income (expense), related party 3.5 — (3.5 ) — — Other income (expense), net 0.4 (0.1 ) (6.9 ) 0.3 (6.3 ) Income (loss) before income taxes and share of earnings of consolidated subsidiaries 204.3 (26.4 ) (11.5 ) 23.4 189.8 Income tax benefit (expense) (74.3 ) 13.7 0.4 (8.2 ) (68.4 ) Share of earnings of consolidated subsidiaries, net of taxes — 134.1 — (134.1 ) — Net income (loss) $ 130.0 $ 121.4 $ (11.1 ) $ (118.9 ) $ 121.4 Consolidating Statement of Comprehensive Income (Loss) Information – For the Six Months Ended June 30, 2016 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Net income (loss) $ 130.0 $ 121.4 $ (11.1 ) $ (118.9 ) $ 121.4 Other comprehensive loss, net of taxes — (1.0 ) (1.0 ) 1.0 (1.0 ) Comprehensive income (loss) $ 130.0 $ 120.4 $ (12.1 ) $ (117.9 ) $ 120.4 Consolidating Statement of Operations Information – For the Six Months Ended June 30, 2015 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Revenue: Programming networks and other services $ 725.3 $ — $ 83.2 $ (12.4 ) $ 796.1 Home video net sales 10.0 — 64.3 (2.0 ) 72.3 Total revenue 735.3 — 147.5 (14.4 ) 868.4 Costs and expenses: Programming (including amortization) 301.1 — — (0.6 ) 300.5 Production and acquisition (including amortization) 27.9 — 78.7 — 106.6 Home video cost of sales 6.1 — 16.3 (2.0 ) 20.4 Operating 21.6 — 15.7 (11.6 ) 25.7 Selling, general and administrative 118.6 4.2 29.9 — 152.7 Depreciation and amortization 7.9 0.7 0.9 — 9.5 Total costs and expenses 483.2 4.9 141.5 (14.2 ) 615.4 Operating income (loss) 252.1 (4.9 ) 6.0 (0.2 ) 253.0 Other income (expense): Interest expense, net of amounts capitalized (21.2 ) (24.9 ) — 23.6 (22.5 ) Interest income (expense), related party 4.5 — (4.5 ) — — Other expense, net — — (4.6 ) 0.3 (4.3 ) Income (loss) before income taxes and share of earnings of consolidated subsidiaries 235.4 (29.8 ) (3.1 ) 23.7 226.2 Income tax benefit (expense) (81.5 ) 13.1 (0.4 ) (8.3 ) (77.1 ) Share of earnings of consolidated subsidiaries, net of taxes — 165.8 — (165.8 ) — Net income (loss) 153.9 149.1 (3.5 ) (150.4 ) 149.1 Net income attributable to noncontrolling interest — (1.1 ) — — (1.1 ) Net income (loss) attributable to member $ 153.9 $ 148.0 $ (3.5 ) $ (150.4 ) $ 148.0 Consolidating Statement of Comprehensive Income (Loss) Information – For the Six Months Ended June 30, 2015 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Net income (loss) $ 153.9 $ 149.1 $ (3.5 ) $ (150.4 ) $ 149.1 Other comprehensive income, net of taxes: Foreign currency translation adjustments — 0.6 0.6 (0.6 ) 0.6 Comprehensive income (loss) 153.9 149.7 (2.9 ) (151.0 ) 149.7 Comprehensive income attributable to noncontrolling interest — (1.2 ) — — (1.2 ) Comprehensive income (loss) attributable to member $ 153.9 $ 148.5 $ (2.9 ) $ (151.0 ) $ 148.5 Consolidating Statement of Cash Flows’ Information – For the Six Months Ended June 30, 2016 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Operating activities: Net income (loss) $ 130.0 $ 121.4 $ (11.1 ) $ (118.9 ) $ 121.4 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 8.4 0.7 0.8 — 9.9 Amortization of program rights 276.2 — — (0.8 ) 275.4 Program rights payments (217.9 ) — — 0.7 (217.2 ) Amortization of investment in films and television programs 18.2 — 56.0 — 74.2 Investment in films and television programs (142.6 ) — (17.9 ) — (160.5 ) Stock compensation 14.1 0.5 1.0 — 15.6 Share of earnings of consolidated subsidiaries — (134.1 ) — 134.1 — Deferred income taxes (2.6 ) 5.1 (2.8 ) — (0.3 ) Other non-operating and non-cash items 1.5 1.2 (6.8 ) (1.7 ) (5.8 ) Changes in assets and liabilities: Current and other assets (26.0 ) 31.4 (5.0 ) 0.5 0.9 Due to / from affiliates 2.1 (16.1 ) 14.0 — — Payables and other liabilities 39.4 (10.3 ) (27.8 ) (13.9 ) (12.6 ) Net cash provided by (used in) operating activities 100.8 (0.2 ) 0.4 — 101.0 Investing activities: Purchases of property and equipment (7.8 ) — — — (7.8 ) Investment in and advances to equity investee — — (13.5 ) — (13.5 ) Net cash used in investing activities (7.8 ) — (13.5 ) — (21.3 ) Financing activities: Borrowings of debt — 260.0 — — 260.0 Payments of debt (2.4 ) (216.3 ) — — (218.7 ) Distributions to parent related to repurchases of common stock — (120.7 ) — — (120.7 ) Contributions from parent related to exercise of stock options — 2.3 — — 2.3 Borrowings under notes payable to affiliate (21.5 ) — 21.5 — — Payments under notes payable to affiliate 9.3 — (9.3 ) — — Net advances to / from affiliate (74.7 ) 74.7 — — — Minimum withholding of taxes related to stock compensation (1.5 ) — (0.2 ) — (1.7 ) Excess tax benefit from stock compensation 1.3 — — — 1.3 Net cash provided by (used in) financing activities (89.5 ) — 12.0 — (77.5 ) Net increase (decrease) in cash and cash equivalents 3.5 (0.2 ) (1.1 ) — 2.2 Cash and cash equivalents: Beginning of period 5.5 0.5 4.7 — 10.7 End of period $ 9.0 $ 0.3 $ 3.6 $ — $ 12.9 Supplemental disclosure of cash flow information: Cash paid for interest, net of amounts capitalized $ (5.2 ) $ 23.9 $ 3.5 $ — $ 22.2 Cash paid for income taxes $ — $ 33.4 $ — $ — $ 33.4 Consolidating Statement of Cash Flows’ Information – For the Six Months Ended June 30, 2015 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Operating activities: Net income $ 153.9 $ 149.1 $ (3.5 ) $ (150.4 ) $ 149.1 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 7.9 0.7 0.9 — 9.5 Amortization of program rights 281.7 — — (0.6 ) 281.1 Program rights payments (254.0 ) — — 0.5 (253.5 ) Amortization of investment in films and television programs 22.3 — 57.8 — 80.1 Investment in films and television programs (140.2 ) — (93.4 ) — (233.6 ) Stock compensation 14.7 0.4 1.3 — 16.4 Share of earnings of consolidated subsidiaries — (165.8 ) — 165.8 — Deferred income taxes (9.9 ) (0.5 ) — 0.2 (10.2 ) Other non-operating and non-cash items 2.5 1.3 (9.8 ) (1.2 ) (7.2 ) Changes in assets and liabilities: Current and other assets 4.8 16.8 (45.7 ) 0.8 (23.3 ) Due to / from affiliates (26.9 ) 22.7 4.2 — — Payables and other liabilities 17.5 (19.3 ) (17.5 ) (15.1 ) (34.4 ) Net cash provided by (used in) operating activities 74.3 5.4 (105.7 ) — (26.0 ) Investing activities- purchase of property and equipment (5.7 ) — (0.1 ) — (5.8 ) Financing activities: Borrowings of debt — 734.0 — — 734.0 Payments of debt (2.3 ) (660.3 ) — — (662.6 ) Debt issuance costs — (5.0 ) — — (5.0 ) Distributions to parent related to repurchases of common stock — (32.8 ) — — (32.8 ) Contributions from parent related to exercise of stock options — 7.7 — — 7.7 Borrowings under notes payable to affiliate (109.0 ) — 109.0 — — Net advances to / from affiliate 48.9 (48.9 ) — — — Minimum withholding of taxes related to stock compensation (13.4 ) — (1.9 ) — (15.3 ) Excess tax benefit from stock compensation 12.7 — — — 12.7 Net cash provided by (used in) financing activities (63.1 ) (5.3 ) 107.1 — 38.7 Net increase in cash and cash equivalents 5.5 0.1 1.3 — 6.9 Cash and cash equivalents: Beginning of period 8.7 0.3 4.4 — 13.4 End of period $ 14.2 $ 0.4 $ 5.7 $ — $ 20.3 Supplemental disclosure of cash flow information: Cash paid for interest, net of amounts capitalized $ (6.1 ) $ 23.7 $ 3.7 $ — $ 21.3 Cash paid for income taxes $ 78.7 $ (9.6 ) $ 0.3 $ — $ 69.4 |
Basis of Presentation and Des16
Basis of Presentation and Description of Business (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Starz, LLC considers amortization of program rights, the development of the remaining unrecognized revenue estimates (also known as “Ultimate Revenue”) associated with released films and television programs, assessment of investment in films and television programs for impairment, valuation allowances associated with deferred income taxes and allowances for sales returns to be its most significant estimates. Actual results may differ from those estimates. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following (in millions) : June 30, December 31, Credit Agreement (a) $ 352.0 $ 308.0 Senior Notes, including premium of $1.7 and $1.9 (b) 676.7 676.9 Capital leases (c) 62.0 64.8 Debt issuance costs, net (10.4 ) (11.9 ) Total debt 1,080.3 1,037.8 Less: current portion (5.8 ) (5.6 ) $ 1,074.5 $ 1,032.2 (a) On April 20, 2015, Starz, LLC entered into a credit agreement (“Credit Agreement”) that provides for $1,000.0 million in revolving loans with a $50.0 million sub-limit for stand-by letters of credit. Borrowings may be prepaid at any time and from time to time without penalty other than customary breakage costs. Any amounts prepaid may be reborrowed. The Credit Agreement is scheduled to mature on April 20, 2020, however, it is anticipated that the Credit Agreement will be repaid and terminated in connection with the closing of the Merger. As of June 30, 2016 , $648.0 million of borrowing capacity was available under the Credit Agreement. Interest on each loan under the Credit Agreement is payable at either an alternate base rate or LIBOR at Starz, LLC’s election. Borrowings that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.50% and 1.25% depending on the consolidated leverage ratio of Starz, LLC, as defined in the Credit Agreement. The alternate base rate is the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1% or (c) LIBOR for a one -month interest period plus 1% . Borrowings that are LIBOR loans bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.50% and 2.25% depending on the consolidated leverage ratio of Starz, LLC. The Credit Agreement requires Starz, LLC to pay a commitment fee on any unused portion. The commitment fee varies between 0.25% and 0.40% , depending on the consolidated leverage ratio of Starz, LLC. As of June 30, 2016 , the following borrowings and related LIBOR or alternate base rate interest rates were outstanding (dollars in millions) : LIBOR or alternate base rate period: Interest Rate Loan Amount June 2016 to July 2016 2.1971% $ 133.0 June 2016 to July 2016 2.2008% 200.0 June 2016 and forward 4.2500% 19.0 $ 352.0 The Credit Agreement contains certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, or making certain distributions, investments and other restricted payments, liens or guarantees. In addition, Starz, LLC must comply with certain financial covenants, including a consolidated leverage ratio, as defined in the Credit Agreement. As of June 30, 2016 , Starz, LLC was in compliance with all covenants under the Credit Agreement. (b) Starz, LLC and Starz Finance Corp., a wholly-owned subsidiary, co-issued $675.0 million aggregate principal amount of 5.0% senior notes due September 15, 2019 (“Senior Notes”). It is anticipated that the Senior Notes will be repaid in connection with the closing of the Merger. The Senior Notes bear interest at a rate of 5.0% payable semi-annually on September 15 and March 15 of each year and are guaranteed by Starz Entertainment. The Senior Notes contain certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, entering into liens and guarantees, or making certain distributions, investments and other restricted payments. As of June 30, 2016 , Starz, LLC was in compliance with all covenants under the Senior Notes. (c) On January 11, 2013, Starz, LLC entered into a commercial lease with a subsidiary of Starz, LLC’s related party, Liberty Media Corporation (“Liberty Media”), for its headquarters building. The term of the lease is ten years, with four successive five -year renewal periods at the option of Starz, LLC. Starz, LLC recorded a capital lease in connection with this lease agreement with an imputed annual interest rate of 6.4% . Starz Entertainment has entered into capital lease agreements for its transponder capacity. The agreements expire during 2018 to 2021 and have imputed annual interest rates ranging from 5.5% to 7.0% . |
Stock Compensation (Tables)
Stock Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Stock compensation expense, by expense category, consisted of the following (in millions): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Programming $ 0.6 $ 0.7 $ 1.3 $ 1.3 Operating 0.1 0.1 0.2 0.2 Selling, general and administrative 6.6 7.3 14.1 14.9 $ 7.3 $ 8.1 $ 15.6 $ 16.4 |
Schedule of Share-based Compensation, Stock Options, Activity | The number and weighted average exercise price (“WAEP”) of stock options to purchase Starz common stock were as follows: Options WAEP Outstanding at December 31, 2015 11,173,333 $ 20.04 Granted — $ — Exercised (317,117 ) $ 14.16 Forfeited (241,625 ) $ 28.30 Expired/canceled — $ — Outstanding at June 30, 2016 10,614,591 $ 20.02 Exercisable at June 30, 2016 6,644,815 $ 16.92 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The number and weighted average grant-date fair value of restricted share grants were as follows: Restricted Shares Weighted Average Grant-Date Fair Value Outstanding at December 31, 2015 723,036 $ 30.69 Granted 90,064 $ 26.09 Vested (45,403 ) $ 19.32 Forfeited (33,658 ) $ 28.33 Outstanding at June 30, 2016 734,039 $ 30.94 |
Other Information (Tables)
Other Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Other Information [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in millions) : June 30, December 31, Royalties, residuals and participations $ 81.9 $ 82.4 Program rights payable 62.2 67.8 Advertising and marketing 42.4 48.1 Payroll and related costs 22.6 29.2 Other 63.7 40.2 $ 272.8 $ 267.7 |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental disclosure of cash flow information was as follows (in millions) : Six Months Ended June 30, 2016 2015 Cash paid for interest, net of amounts capitalized $ 22.2 $ 21.3 Cash paid for income taxes $ 33.4 $ 69.4 |
Information about Operating S20
Information about Operating Segments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | The reconciliation of Adjusted OIBDA to income before income taxes was as follows (in millions) : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Consolidated Adjusted OIBDA $ 127.4 $ 123.4 $ 254.5 $ 278.9 Stock compensation (7.3 ) (8.1 ) (15.6 ) (16.4 ) Merger related (9.5 ) — (9.5 ) — Depreciation and amortization (5.2 ) (4.8 ) (9.9 ) (9.5 ) Interest expense, net of amounts capitalized (11.5 ) (11.3 ) (23.4 ) (22.5 ) Other expense, net (6.7 ) (2.1 ) (6.3 ) (4.3 ) Income before income taxes $ 87.2 $ 97.1 $ 189.8 $ 226.2 |
Schedule of Segment Reporting Information, by Segment | Performance Measures (in millions) : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue: Starz Networks $ 343.1 $ 333.3 $ 683.0 $ 667.3 Starz Distribution 60.0 78.4 152.7 188.1 Starz Animation — 6.5 — 13.8 Inter-segment eliminations (0.5 ) (0.5 ) (1.2 ) (0.8 ) $ 402.6 $ 417.7 $ 834.5 $ 868.4 Adjusted OIBDA: Starz Networks $ 132.1 $ 122.2 $ 248.9 $ 251.9 Starz Distribution (4.6 ) 2.0 6.0 28.4 Starz Animation — (0.7 ) — (1.3 ) Inter-segment eliminations (0.1 ) (0.1 ) (0.4 ) (0.1 ) $ 127.4 $ 123.4 $ 254.5 $ 278.9 Other Information (in millions) : Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Cash paid for investment in films and television programs: Starz Networks $ 61.5 $ 71.2 $ 142.6 $ 140.3 Starz Distribution 2.8 53.7 17.9 93.3 Starz Animation — — — — Inter-segment eliminations — — — — $ 64.3 $ 124.9 $ 160.5 $ 233.6 June 30, December 31, Total assets: Starz Networks $ 1,496.2 $ 1,365.9 Starz Distribution 158.2 166.8 Starz Animation — — Other unallocated assets (primarily cash, deferred taxes and other assets, including income taxes receivable and the commercial lease for Starz’s corporate headquarters facility) 76.4 109.7 Inter-segment eliminations (90.3 ) (78.2 ) $ 1,640.5 $ 1,564.2 |
Supplemental Guarantor Conden21
Supplemental Guarantor Condensed Consolidating Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule of Condensed Balance Sheet | 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 June 30, 2016 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Assets Current assets: Cash and cash equivalents $ 9.0 $ 0.3 $ 3.6 $ — $ 12.9 Trade accounts receivable, net 234.4 — 55.4 — 289.8 Program rights, net 379.5 — — (3.9 ) 375.6 Notes receivable from affiliates 84.2 — — (84.2 ) — Other current assets 40.2 17.2 3.1 — 60.5 Total current assets 747.3 17.5 62.1 (88.1 ) 738.8 Program rights 329.9 — — (3.8 ) 326.1 Investment in films and television programs, net 211.0 — 12.2 — 223.2 Property and equipment, net 48.0 39.6 0.2 — 87.8 Deferred income taxes (14.8 ) (0.5 ) 35.2 1.6 21.5 Goodwill 131.8 — — — 131.8 Other assets, net 43.0 — 68.3 — 111.3 Investment in consolidated subsidiaries — 2,327.4 — (2,327.4 ) — Total assets $ 1,496.2 $ 2,384.0 $ 178.0 $ (2,417.7 ) $ 1,640.5 Liabilities and Member’s Interest (Deficit) Current liabilities: Current portion of debt $ 5.1 $ 0.7 $ — $ — $ 5.8 Trade accounts payable 5.0 — 0.5 — 5.5 Accrued liabilities 205.8 13.9 63.7 (10.6 ) 272.8 Notes payable due to affiliate — — 84.2 (84.2 ) — Due to (from) affiliates (1,101.5 ) 1,073.3 28.2 — — Deferred revenue — — 14.2 (2.0 ) 12.2 Total current liabilities (885.6 ) 1,087.9 190.8 (96.8 ) 296.3 Debt 1,032.3 1,060.5 — (1,018.3 ) 1,074.5 Other liabilities 33.6 — 3.6 (3.1 ) 34.1 Total liabilities 180.3 2,148.4 194.4 (1,118.2 ) 1,404.9 Member’s interest (deficit) 1,315.9 235.6 (16.4 ) (1,299.5 ) 235.6 Total liabilities and member’s interest (deficit) $ 1,496.2 $ 2,384.0 $ 178.0 $ (2,417.7 ) $ 1,640.5 Consolidating Balance Sheet Information – As of December 31, 2015 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Assets Current assets: Cash and cash equivalents $ 5.5 $ 0.5 $ 4.7 $ — $ 10.7 Trade accounts receivable, net 212.4 — 40.5 — 252.9 Program rights, net 317.9 — — (1.8 ) 316.1 Notes receivable from affiliates 72.1 — — (72.1 ) — Other current assets 35.2 48.6 6.3 — 90.1 Total current assets 643.1 49.1 51.5 (73.9 ) 669.8 Program rights 341.8 — — (5.9 ) 335.9 Investment in films and television programs, net 173.6 — 42.0 — 215.6 Property and equipment, net 48.6 40.3 0.3 — 89.2 Deferred income taxes (17.4 ) 4.5 32.5 1.6 21.2 Goodwill 131.8 — — — 131.8 Other assets, net 44.4 — 56.3 — 100.7 Investment in consolidated subsidiaries — 2,171.5 — (2,171.5 ) — Total assets $ 1,365.9 $ 2,265.4 $ 182.6 $ (2,249.7 ) $ 1,564.2 Liabilities and Member’s Interest (Deficit) Current liabilities: Current portion of debt $ 5.0 $ 0.6 $ — $ — $ 5.6 Trade accounts payable 7.3 — 0.7 — 8.0 Accrued liabilities 176.8 16.8 84.8 (10.7 ) 267.7 Notes payable due to affiliate — — 72.1 (72.1 ) — Due to (from) affiliates (1,028.9 ) 1,014.7 14.2 — — Deferred revenue — — 10.7 (0.4 ) 10.3 Total current liabilities (839.8 ) 1,032.1 182.5 (83.2 ) 291.6 Debt 989.7 1,015.6 — (973.1 ) 1,032.2 Other liabilities 22.3 — 5.4 (5.0 ) 22.7 Total liabilities 172.2 2,047.7 187.9 (1,061.3 ) 1,346.5 Member’s interest (deficit) 1,193.7 217.7 (5.3 ) (1,188.4 ) 217.7 Total liabilities and member’s interest (deficit) $ 1,365.9 $ 2,265.4 $ 182.6 $ (2,249.7 ) $ 1,564.2 |
Schedule of Condensed Income Statement | Consolidating Statement of Operations Information – For the Six Months Ended June 30, 2015 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Revenue: Programming networks and other services $ 725.3 $ — $ 83.2 $ (12.4 ) $ 796.1 Home video net sales 10.0 — 64.3 (2.0 ) 72.3 Total revenue 735.3 — 147.5 (14.4 ) 868.4 Costs and expenses: Programming (including amortization) 301.1 — — (0.6 ) 300.5 Production and acquisition (including amortization) 27.9 — 78.7 — 106.6 Home video cost of sales 6.1 — 16.3 (2.0 ) 20.4 Operating 21.6 — 15.7 (11.6 ) 25.7 Selling, general and administrative 118.6 4.2 29.9 — 152.7 Depreciation and amortization 7.9 0.7 0.9 — 9.5 Total costs and expenses 483.2 4.9 141.5 (14.2 ) 615.4 Operating income (loss) 252.1 (4.9 ) 6.0 (0.2 ) 253.0 Other income (expense): Interest expense, net of amounts capitalized (21.2 ) (24.9 ) — 23.6 (22.5 ) Interest income (expense), related party 4.5 — (4.5 ) — — Other expense, net — — (4.6 ) 0.3 (4.3 ) Income (loss) before income taxes and share of earnings of consolidated subsidiaries 235.4 (29.8 ) (3.1 ) 23.7 226.2 Income tax benefit (expense) (81.5 ) 13.1 (0.4 ) (8.3 ) (77.1 ) Share of earnings of consolidated subsidiaries, net of taxes — 165.8 — (165.8 ) — Net income (loss) 153.9 149.1 (3.5 ) (150.4 ) 149.1 Net income attributable to noncontrolling interest — (1.1 ) — — (1.1 ) Net income (loss) attributable to member $ 153.9 $ 148.0 $ (3.5 ) $ (150.4 ) $ 148.0 Consolidating Statement of Operations Information – For the Six Months Ended June 30, 2016 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Revenue: Programming networks and other services $ 719.3 $ — $ 73.3 $ (8.6 ) $ 784.0 Home video net sales 3.5 — 47.7 (0.7 ) 50.5 Total revenue 722.8 — 121.0 (9.3 ) 834.5 Costs and expenses: Programming (including amortization) 299.6 — — (0.8 ) 298.8 Production and acquisition (including amortization) 24.4 — 76.9 — 101.3 Home video cost of sales 2.6 — 10.6 (0.7 ) 12.5 Operating 19.8 — 0.6 (7.3 ) 13.1 Selling, general and administrative 138.0 0.5 31.4 — 169.9 Merger related 7.7 — 1.8 — 9.5 Depreciation and amortization 8.4 0.7 0.8 — 9.9 Total costs and expenses 500.5 1.2 122.1 (8.8 ) 615.0 Operating income (loss) 222.3 (1.2 ) (1.1 ) (0.5 ) 219.5 Other income (expense): Interest expense, net of amounts capitalized (21.9 ) (25.1 ) — 23.6 (23.4 ) Interest income (expense), related party 3.5 — (3.5 ) — — Other income (expense), net 0.4 (0.1 ) (6.9 ) 0.3 (6.3 ) Income (loss) before income taxes and share of earnings of consolidated subsidiaries 204.3 (26.4 ) (11.5 ) 23.4 189.8 Income tax benefit (expense) (74.3 ) 13.7 0.4 (8.2 ) (68.4 ) Share of earnings of consolidated subsidiaries, net of taxes — 134.1 — (134.1 ) — Net income (loss) $ 130.0 $ 121.4 $ (11.1 ) $ (118.9 ) $ 121.4 Consolidating Statement of Operations Information – For the Three Months Ended June 30, 2015 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Revenue: Programming networks and other services $ 340.9 $ — $ 41.5 $ (2.1 ) $ 380.3 Home video net sales 6.4 — 32.3 (1.3 ) 37.4 Total revenue 347.3 — 73.8 (3.4 ) 417.7 Costs and expenses: Programming (including amortization) 154.8 — — (0.3 ) 154.5 Production and acquisition (including amortization) 7.1 — 42.9 — 50.0 Home video cost of sales 3.4 — 7.9 (1.3 ) 10.0 Operating 6.5 — 7.5 (1.6 ) 12.4 Selling, general and administrative 58.0 2.3 15.2 — 75.5 Depreciation and amortization 4.0 0.3 0.5 — 4.8 Total costs and expenses 233.8 2.6 74.0 (3.2 ) 307.2 Operating income (loss) 113.5 (2.6 ) (0.2 ) (0.2 ) 110.5 Other income (expense): Interest expense, net of amounts capitalized (10.5 ) (12.6 ) — 11.8 (11.3 ) Interest income (expense), related party 2.8 — (2.8 ) — — Other income (expense), net 0.8 — (2.9 ) — (2.1 ) Income (loss) before income taxes and share of earnings of consolidated subsidiaries 106.6 (15.2 ) (5.9 ) 11.6 97.1 Income tax benefit (expense) (37.8 ) 8.0 (0.2 ) (4.1 ) (34.1 ) Share of earnings of consolidated subsidiaries, net of taxes — 70.2 — (70.2 ) — Net income (loss) 68.8 63.0 (6.1 ) (62.7 ) 63.0 Net loss attributable to noncontrolling interest — 0.4 — — 0.4 Net income (loss) attributable to member $ 68.8 $ 63.4 $ (6.1 ) $ (62.7 ) $ 63.4 Consolidating Statement of Operations Information – For the Three Months Ended June 30, 2016 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Revenue: Programming networks and other services $ 355.5 $ — $ 34.2 $ (3.1 ) $ 386.6 Home video net sales 1.9 — 14.5 (0.4 ) 16.0 Total revenue 357.4 — 48.7 (3.5 ) 402.6 Costs and expenses: Programming (including amortization) 148.5 — — (0.4 ) 148.1 Production and acquisition (including amortization) 9.5 — 33.7 — 43.2 Home video cost of sales 1.3 — 4.2 (0.4 ) 5.1 Operating 9.2 — 0.4 (2.5 ) 7.1 Selling, general and administrative 63.4 0.2 15.4 — 79.0 Merger related 7.7 — 1.8 — 9.5 Depreciation and amortization 4.4 0.4 0.4 — 5.2 Total costs and expenses 244.0 0.6 55.9 (3.3 ) 297.2 Operating income (loss) 113.4 (0.6 ) (7.2 ) (0.2 ) 105.4 Other income (expense): Interest expense, net of amounts capitalized (10.7 ) (12.7 ) — 11.9 (11.5 ) Interest income (expense), related party 1.9 — (1.9 ) — — Other expense, net (2.8 ) (0.1 ) (3.9 ) 0.1 (6.7 ) Income (loss) before income taxes and share of earnings of consolidated subsidiaries 101.8 (13.4 ) (13.0 ) 11.8 87.2 Income tax benefit (expense) (38.3 ) 7.0 2.6 (4.1 ) (32.8 ) Share of earnings of consolidated subsidiaries, net of taxes — 60.8 — (60.8 ) — Net income (loss) $ 63.5 $ 54.4 $ (10.4 ) $ (53.1 ) $ 54.4 |
Condensed Statement of Comprehensive Income | Consolidating Statement of Comprehensive Income (Loss) Information – For the Six Months Ended June 30, 2015 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Net income (loss) $ 153.9 $ 149.1 $ (3.5 ) $ (150.4 ) $ 149.1 Other comprehensive income, net of taxes: Foreign currency translation adjustments — 0.6 0.6 (0.6 ) 0.6 Comprehensive income (loss) 153.9 149.7 (2.9 ) (151.0 ) 149.7 Comprehensive income attributable to noncontrolling interest — (1.2 ) — — (1.2 ) Comprehensive income (loss) attributable to member $ 153.9 $ 148.5 $ (2.9 ) $ (151.0 ) $ 148.5 Consolidating Statement of Comprehensive Income (Loss) Information – For the Three Months Ended June 30, 2015 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Net income (loss) $ 68.8 $ 63.0 $ (6.1 ) $ (62.7 ) $ 63.0 Other comprehensive loss, net of taxes — (0.1 ) (0.1 ) 0.1 (0.1 ) Comprehensive income (loss) 68.8 62.9 (6.2 ) (62.6 ) 62.9 Comprehensive loss attributable to noncontrolling interest — 0.5 — — 0.5 Comprehensive income (loss) attributable to member $ 68.8 $ 63.4 $ (6.2 ) $ (62.6 ) $ 63.4 Consolidating Statement of Comprehensive Income (Loss) Information – For the Six Months Ended June 30, 2016 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Net income (loss) $ 130.0 $ 121.4 $ (11.1 ) $ (118.9 ) $ 121.4 Other comprehensive loss, net of taxes — (1.0 ) (1.0 ) 1.0 (1.0 ) Comprehensive income (loss) $ 130.0 $ 120.4 $ (12.1 ) $ (117.9 ) $ 120.4 Consolidating Statement of Comprehensive Income (Loss) Information – For the Three Months Ended June 30, 2016 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Net income (loss) $ 63.5 $ 54.4 $ (10.4 ) $ (53.1 ) $ 54.4 Other comprehensive loss, net of taxes — (1.0 ) (1.0 ) 1.0 (1.0 ) Comprehensive income (loss) $ 63.5 $ 53.4 $ (11.4 ) $ (52.1 ) $ 53.4 |
Schedule of Condensed Cash Flow Statement | Consolidating Statement of Cash Flows’ Information – For the Six Months Ended June 30, 2016 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Operating activities: Net income (loss) $ 130.0 $ 121.4 $ (11.1 ) $ (118.9 ) $ 121.4 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 8.4 0.7 0.8 — 9.9 Amortization of program rights 276.2 — — (0.8 ) 275.4 Program rights payments (217.9 ) — — 0.7 (217.2 ) Amortization of investment in films and television programs 18.2 — 56.0 — 74.2 Investment in films and television programs (142.6 ) — (17.9 ) — (160.5 ) Stock compensation 14.1 0.5 1.0 — 15.6 Share of earnings of consolidated subsidiaries — (134.1 ) — 134.1 — Deferred income taxes (2.6 ) 5.1 (2.8 ) — (0.3 ) Other non-operating and non-cash items 1.5 1.2 (6.8 ) (1.7 ) (5.8 ) Changes in assets and liabilities: Current and other assets (26.0 ) 31.4 (5.0 ) 0.5 0.9 Due to / from affiliates 2.1 (16.1 ) 14.0 — — Payables and other liabilities 39.4 (10.3 ) (27.8 ) (13.9 ) (12.6 ) Net cash provided by (used in) operating activities 100.8 (0.2 ) 0.4 — 101.0 Investing activities: Purchases of property and equipment (7.8 ) — — — (7.8 ) Investment in and advances to equity investee — — (13.5 ) — (13.5 ) Net cash used in investing activities (7.8 ) — (13.5 ) — (21.3 ) Financing activities: Borrowings of debt — 260.0 — — 260.0 Payments of debt (2.4 ) (216.3 ) — — (218.7 ) Distributions to parent related to repurchases of common stock — (120.7 ) — — (120.7 ) Contributions from parent related to exercise of stock options — 2.3 — — 2.3 Borrowings under notes payable to affiliate (21.5 ) — 21.5 — — Payments under notes payable to affiliate 9.3 — (9.3 ) — — Net advances to / from affiliate (74.7 ) 74.7 — — — Minimum withholding of taxes related to stock compensation (1.5 ) — (0.2 ) — (1.7 ) Excess tax benefit from stock compensation 1.3 — — — 1.3 Net cash provided by (used in) financing activities (89.5 ) — 12.0 — (77.5 ) Net increase (decrease) in cash and cash equivalents 3.5 (0.2 ) (1.1 ) — 2.2 Cash and cash equivalents: Beginning of period 5.5 0.5 4.7 — 10.7 End of period $ 9.0 $ 0.3 $ 3.6 $ — $ 12.9 Supplemental disclosure of cash flow information: Cash paid for interest, net of amounts capitalized $ (5.2 ) $ 23.9 $ 3.5 $ — $ 22.2 Cash paid for income taxes $ — $ 33.4 $ — $ — $ 33.4 Consolidating Statement of Cash Flows’ Information – For the Six Months Ended June 30, 2015 (in millions) Starz Entertainment, LLC (Guarantor) Starz Media and Other Businesses (Non-Guarantors) Starz, LLC Parent Only (Co-Issuer) Eliminations Consolidated Starz, LLC Operating activities: Net income $ 153.9 $ 149.1 $ (3.5 ) $ (150.4 ) $ 149.1 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 7.9 0.7 0.9 — 9.5 Amortization of program rights 281.7 — — (0.6 ) 281.1 Program rights payments (254.0 ) — — 0.5 (253.5 ) Amortization of investment in films and television programs 22.3 — 57.8 — 80.1 Investment in films and television programs (140.2 ) — (93.4 ) — (233.6 ) Stock compensation 14.7 0.4 1.3 — 16.4 Share of earnings of consolidated subsidiaries — (165.8 ) — 165.8 — Deferred income taxes (9.9 ) (0.5 ) — 0.2 (10.2 ) Other non-operating and non-cash items 2.5 1.3 (9.8 ) (1.2 ) (7.2 ) Changes in assets and liabilities: Current and other assets 4.8 16.8 (45.7 ) 0.8 (23.3 ) Due to / from affiliates (26.9 ) 22.7 4.2 — — Payables and other liabilities 17.5 (19.3 ) (17.5 ) (15.1 ) (34.4 ) Net cash provided by (used in) operating activities 74.3 5.4 (105.7 ) — (26.0 ) Investing activities- purchase of property and equipment (5.7 ) — (0.1 ) — (5.8 ) Financing activities: Borrowings of debt — 734.0 — — 734.0 Payments of debt (2.3 ) (660.3 ) — — (662.6 ) Debt issuance costs — (5.0 ) — — (5.0 ) Distributions to parent related to repurchases of common stock — (32.8 ) — — (32.8 ) Contributions from parent related to exercise of stock options — 7.7 — — 7.7 Borrowings under notes payable to affiliate (109.0 ) — 109.0 — — Net advances to / from affiliate 48.9 (48.9 ) — — — Minimum withholding of taxes related to stock compensation (13.4 ) — (1.9 ) — (15.3 ) Excess tax benefit from stock compensation 12.7 — — — 12.7 Net cash provided by (used in) financing activities (63.1 ) (5.3 ) 107.1 — 38.7 Net increase in cash and cash equivalents 5.5 0.1 1.3 — 6.9 Cash and cash equivalents: Beginning of period 8.7 0.3 4.4 — 13.4 End of period $ 14.2 $ 0.4 $ 5.7 $ — $ 20.3 Supplemental disclosure of cash flow information: Cash paid for interest, net of amounts capitalized $ (6.1 ) $ 23.7 $ 3.7 $ — $ 21.3 Cash paid for income taxes $ 78.7 $ (9.6 ) $ 0.3 $ — $ 69.4 |
- Merger (Details)
- Merger (Details) | Jun. 30, 2016USD ($)$ / sharesshares |
Lions Gate | Lionsgate stockholders failing to approve | |
Conversion of Stock [Line Items] | |
Termination fee related to merger agreement | $ 150,000,000 |
Lions Gate | Lionsgate board changing recommendation | |
Conversion of Stock [Line Items] | |
Termination fee related to merger agreement | 175,000,000 |
Lions Gate | Lionsgate failing to finance | |
Conversion of Stock [Line Items] | |
Termination fee related to merger agreement | 250,000,000 |
Lions Gate | Alternative proposal | |
Conversion of Stock [Line Items] | |
Termination fee related to merger agreement | 175,000,000 |
Starz | |
Conversion of Stock [Line Items] | |
Termination fee related to merger agreement | $ 150,000,000 |
Starz | Common Class A [Member] | |
Conversion of Stock [Line Items] | |
Common Stock, par (USD per share) | $ / shares | $ 0.01 |
Conversion of stock, amount converted (USD per share) | $ 18 |
Starz | Common Class B [Member] | |
Conversion of Stock [Line Items] | |
Common Stock, par (USD per share) | $ / shares | $ 0.01 |
Conversion of stock, amount converted (USD per share) | $ 7.26 |
Lions Gate Voting Stock | Lions Gate | |
Conversion of Stock [Line Items] | |
Conversion of stock, shares converted | shares | 0.5 |
Lions Gate Voting Stock | Starz | Common Class B [Member] | |
Conversion of Stock [Line Items] | |
Conversion of stock, shares converted | shares | 0.6321 |
Lions Gate Nonvoting Stock | Lions Gate | |
Conversion of Stock [Line Items] | |
Conversion of stock, shares converted | shares | 0.5 |
Lions Gate Nonvoting Stock | Starz | Common Class A [Member] | |
Conversion of Stock [Line Items] | |
Conversion of stock, shares converted | shares | 0.6784 |
Lions Gate Nonvoting Stock | Starz | Common Class B [Member] | |
Conversion of Stock [Line Items] | |
Conversion of stock, shares converted | shares | 0.6321 |
Basis of Presentation and Des23
Basis of Presentation and Description of Business Basis of Presentation and Description of Business (Detail) - linear_network | 1 Months Ended | 10 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2015 | Jun. 30, 2016 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Number of Linear Networks Containing Programming | 17 | ||
Starz Media | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 25.00% | 25.00% | |
Film Roman | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Sale of business, percentage | 100.00% | ||
Starz Animation | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Sale of business, percentage | 100.00% |
Debt (Details)
Debt (Details) | Apr. 20, 2015USD ($) | Jan. 11, 2013renewal_period | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||||||
Capital leases | $ 62,000,000 | $ 62,000,000 | $ 64,800,000 | ||||
Debt issuance costs, net | (10,400,000) | (10,400,000) | (11,900,000) | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 1,080,300,000 | 1,080,300,000 | 1,037,800,000 | ||||
Less current portion of debt | (5,800,000) | (5,800,000) | (5,600,000) | ||||
Non current portion of debt | 1,074,500,000 | 1,074,500,000 | 1,032,200,000 | ||||
Remaining borrowing capacity | 648,000,000 | 648,000,000 | |||||
Interest costs capitalized | 1,500,000 | $ 1,800,000 | $ 2,400,000 | $ 3,300,000 | |||
Starz Entertainment | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Imputed interest rate (as a percent) | 5.50% | ||||||
Starz Entertainment | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Imputed interest rate (as a percent) | 7.00% | ||||||
Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Unamortized Premium | 1,700,000 | $ 1,700,000 | 1,900,000 | ||||
Long-term Debt | 676,700,000 | 676,700,000 | 676,900,000 | ||||
Fair value of long-term debt | 687,700,000 | 687,700,000 | |||||
Senior Notes | Starz, LLC and Starz Finance Corp | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 675,000,000 | $ 675,000,000 | |||||
Stated rate (as a percent) | 5.00% | 5.00% | |||||
2015 Credit Agreement [Member] | Revolving Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 352,000,000 | $ 352,000,000 | $ 308,000,000 | ||||
2015 Credit Agreement [Member] | Revolving Credit Facility | Line of Credit | Starz, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 1,000,000,000 | ||||||
2015 Credit Agreement [Member] | Revolving Credit Facility | Line of Credit | Starz, LLC | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee (as a percent) | 0.25% | ||||||
2015 Credit Agreement [Member] | Revolving Credit Facility | Line of Credit | Starz, LLC | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee (as a percent) | 0.40% | ||||||
2015 Credit Agreement [Member] | Standby Letters of Credit | Line of Credit | Starz, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||
2015 Credit Agreement [Member] | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | Alternate Base Rate, Prime, Federal Funds, or LIBOR | Starz, LLC | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate (as a percent) | 0.50% | ||||||
2015 Credit Agreement [Member] | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | Alternate Base Rate, Prime, Federal Funds, or LIBOR | Starz, LLC | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate (as a percent) | 1.25% | ||||||
2015 Credit Agreement [Member] | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | Federal Funds Effective Rate | Starz, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate (as a percent) | 0.50% | 0.50% | |||||
2015 Credit Agreement [Member] | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | London Interbank Offered Rate (LIBOR) | Starz, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate (as a percent) | 1.00% | ||||||
Interest period used (in months) | 1 month | ||||||
2015 Credit Agreement [Member] | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | London Interbank Offered Rate (LIBOR) | Starz, LLC | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Spread on LIBOR rate (as a percent) | 1.50% | ||||||
2015 Credit Agreement [Member] | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | London Interbank Offered Rate (LIBOR) | Starz, LLC | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Spread on LIBOR rate (as a percent) | 2.25% | ||||||
2015 Credit Agreement [Member] | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | June 2016 to July 2016 | London Interbank Offered Rate (LIBOR) | Starz, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 133,000,000 | $ 133,000,000 | |||||
Interest rate (as a percent) | 2.1971% | 2.1971% | |||||
2015 Credit Agreement [Member] | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | June 2016 to July 2016 | London Interbank Offered Rate (LIBOR) | Starz, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 200,000,000 | $ 200,000,000 | |||||
Interest rate (as a percent) | 2.2008% | 2.2008% | |||||
2015 Credit Agreement [Member] | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | June 2016 and forward | Alternate Base Rate | Starz, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 19,000,000 | $ 19,000,000 | |||||
Interest rate (as a percent) | 4.25% | 4.25% | |||||
Capital Lease Obligations | Starz, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Lease period (in years) | 10 years | ||||||
Number of renewal periods | renewal_period | 4 | ||||||
Renewal Term (in years) | 5 years | ||||||
Imputed interest rate (as a percent) | 6.40% |
Stock Compensation Stock Compen
Stock Compensation Stock Compensation - Stock Compensation Expense (Details) - Incentive Plan, Stock Options and Restricted Stock - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | $ 7.3 | $ 8.1 | $ 15.6 | $ 16.4 |
Programming | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | 0.6 | 0.7 | 1.3 | 1.3 |
Operating | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | 0.1 | 0.1 | 0.2 | 0.2 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | $ 6.6 | $ 7.3 | $ 14.1 | $ 14.9 |
Stock Compensation - Narrative
Stock Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average remaining contractual term (in years) | 4 years 7 months 24 days | ||
Exercisable, Weighted average remaining contractual term (in years) | 4 years 14 days | ||
Outstanding, Intrinsic value | $ 111 | $ 111 | |
Exercisable, Intrinsic value | 87.4 | 87.4 | |
Exercised in Period, Intrinsic Value | 4.7 | $ 23 | |
Incentive Plan, Stock Options and Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost not yet recognized | $ 44.2 | $ 44.2 | |
Period for recognition (in years) | 2 years 3 months 25 days | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested in period, Intrinsic Value | $ 1.3 | $ 1.8 | |
Granted | 90,064 | ||
Share-based Compensation Award, Tranche One | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, Restricted stock units (in shares) | 98,455 | 98,455 | |
Forfeited in period, restricted stock units (in shares) | 8,615 | ||
Share-based Compensation Award, Tranche One | Minimum | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, Restricted stock units (in shares) | 49,227.5 | 49,227.5 | |
Forfeited in period, restricted stock units (in shares) | 4,308 | ||
Share-based Compensation Award, Tranche One | Maximum | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, Restricted stock units (in shares) | 196,910 | 196,910 | |
Forfeited in period, restricted stock units (in shares) | 17,230 | ||
Share-based Compensation Award, Tranche Two | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 83,824 | ||
performance basis threshold | 105.00% |
Stock Compensation - Number and
Stock Compensation - Number and Weighted Average Exercise Price - Options (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 4.7 | $ 23 |
Stock Options | ||
Options (in shares) | ||
Outstanding at December 31, 2015 | 11,173,333 | |
Granted | 0 | |
Exercised | (317,117) | |
Forfeited | (241,625) | |
Expired/canceled | 0 | |
Outstanding at June 30, 2016 | 10,614,591 | |
Exercisable at June 30, 2016 | 6,644,815 | |
WAEP (in dollars per share) | ||
Outstanding at December 31, 2015 | $ 20.04 | |
Granted | 0 | |
Exercised | 14.16 | |
Forfeited | 28.30 | |
Expired/canceled | 0 | |
Outstanding at June 30, 2016 | 20.02 | |
Exercisable at June 30, 2016 | $ 16.92 |
Stock Compensation - Number a28
Stock Compensation - Number and Weighted Average Exercise Price - Restricted Stock (Details) - Restricted Stock - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Restricted Stock (in shares) | ||
Outstanding at December 31, 2015 | 723,036 | |
Granted | 90,064 | |
Vested | (45,403) | |
Forfeited | (33,658) | |
Outstanding at June 30, 2016 | 734,039 | 734,039 |
Weighted Average Grant-Date Fair Value (in dollars per share) | ||
Outstanding at December 31, 2015 | $ 30.69 | |
Granted | 26.09 | |
Vested | 19.32 | |
Forfeited | 28.33 | |
Outstanding at June 30, 2016 | $ 30.94 | $ 30.69 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate (as a percent) | 38.00% | 35.00% | 36.00% | 34.00% |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||||
Federal income tax rate (as a percent) | 35.00% | 35.00% | 35.00% | 35.00% |
Commitments and Contingencies -
Commitments and Contingencies - Programming Rights (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||||
Program rights obligations | $ 94.1 | $ 94.1 | ||
Film rights payable in 2016 | 57.9 | 57.9 | ||
Film rights payable in 2017 | 11.5 | 11.5 | ||
Film rights payable in 2018 | 12.8 | 12.8 | ||
Film rights payable in 2019 | 10.3 | 10.3 | ||
Film rights payable in 2020 | 1.5 | 1.5 | ||
Other Commitment, Due after Fifth Year | 0.1 | 0.1 | ||
Programming license agreements payable in 2016 | 66.2 | 66.2 | ||
Programming license agreements payable in 2017 | 126.9 | 126.9 | ||
Programming license agreements payable in 2018 | 92.9 | 92.9 | ||
Programming license agreements payable in 2019 | 83.9 | 83.9 | ||
Programming license agreements payable in 2020 | 65.7 | 65.7 | ||
Programming license agreements payable thereafter | 113.3 | 113.3 | ||
Amortization of program rights | $ 136.9 | $ 144.2 | $ 275.4 | $ 281.1 |
Other Information Accrued Liabi
Other Information Accrued Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Other Information [Abstract] | ||
Royalties, residuals and participations | $ 81.9 | $ 82.4 |
Program rights payable | 62.2 | 67.8 |
Advertising and marketing | 42.4 | 48.1 |
Payroll and related costs | 22.6 | 29.2 |
Other | 63.7 | 40.2 |
Accrued Liabilities, Current | $ 272.8 | $ 267.7 |
Other Information Supplemental
Other Information Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Other Information [Abstract] | ||
Cash paid for interest, net of amounts capitalized | $ 22.2 | $ 21.3 |
Cash paid for income taxes | $ 33.4 | $ 69.4 |
Other Information Recent Accoun
Other Information Recent Accounting Pronouncements (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Member's Interest | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Excess tax benefits in member’s interest | $ 1.3 |
Information and Operating Segme
Information and Operating Segments - Reconciliation of Adjusted OIBDA (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | ||
Oct. 31, 2015 | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Oct. 31, 2015Segment | |
Reconciliation from Adjusted OIBDA to operating income | ||||||
Consolidated Adjusted OIBDA | $ 127.4 | $ 123.4 | $ 254.5 | $ 278.9 | ||
Stock compensation | (7.3) | (8.1) | (15.6) | (16.4) | ||
Stock compensation | (9.5) | 0 | (9.5) | 0 | ||
Depreciation and amortization | (5.2) | (4.8) | (9.9) | (9.5) | ||
Interest expense, net of amounts capitalized | (11.5) | (11.3) | (23.4) | (22.5) | ||
Other expense, net | (6.7) | (2.1) | (6.3) | (4.3) | ||
Income (loss) before income taxes and share of earnings of consolidated subsidiaries | $ 87.2 | $ 97.1 | $ 189.8 | $ 226.2 | ||
Number of Operating Segments | Segment | 3 | |||||
Starz Animation | ||||||
Reconciliation from Adjusted OIBDA to operating income | ||||||
Sale of business, percentage | 100.00% | |||||
Film Roman | ||||||
Reconciliation from Adjusted OIBDA to operating income | ||||||
Sale of business, percentage | 100.00% |
Information and Operating Seg35
Information and Operating Segments - Performance Measures and Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Revenue: | $ 402.6 | $ 417.7 | $ 834.5 | $ 868.4 | |
Adjusted OIBDA: | 127.4 | 123.4 | 254.5 | 278.9 | |
Cash paid for investment in films and television programs: | 64.3 | 124.9 | 160.5 | 233.6 | |
Total assets | 1,640.5 | 1,640.5 | $ 1,564.2 | ||
Corporate, Non-Segment | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 76.4 | 76.4 | 109.7 | ||
Inter-segment eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue: | (0.5) | (0.5) | (1.2) | (0.8) | |
Adjusted OIBDA: | (0.1) | (0.1) | (0.4) | (0.1) | |
Cash paid for investment in films and television programs: | 0 | 0 | 0 | 0 | |
Total assets | (90.3) | (90.3) | (78.2) | ||
Starz Networks | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue: | 343.1 | 333.3 | 683 | 667.3 | |
Adjusted OIBDA: | 132.1 | 122.2 | 248.9 | 251.9 | |
Cash paid for investment in films and television programs: | 61.5 | 71.2 | 142.6 | 140.3 | |
Total assets | 1,496.2 | 1,496.2 | 1,365.9 | ||
Starz Distribution | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue: | 60 | 78.4 | 152.7 | 188.1 | |
Adjusted OIBDA: | (4.6) | 2 | 6 | 28.4 | |
Cash paid for investment in films and television programs: | 2.8 | 53.7 | 17.9 | 93.3 | |
Total assets | 158.2 | 158.2 | 166.8 | ||
Starz Animation | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue: | 0 | 6.5 | 0 | 13.8 | |
Adjusted OIBDA: | 0 | (0.7) | 0 | (1.3) | |
Cash paid for investment in films and television programs: | 0 | $ 0 | 0 | $ 0 | |
Total assets | $ 0 | $ 0 | $ 0 |
Supplemental Guarantor Conden36
Supplemental Guarantor Condensed Consolidating Financial Information - Balance Sheets (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 12.9 | $ 10.7 | $ 20.3 | $ 13.4 |
Trade accounts receivable, net of allowances of $18.4 and $35.2 | 289.8 | 252.9 | ||
Program rights, net | 375.6 | 316.1 | ||
Notes receivable from affiliates | 0 | 0 | ||
Other current assets | 60.5 | 90.1 | ||
Total current assets | 738.8 | 669.8 | ||
Noncurrent assets: | ||||
Program rights | 326.1 | 335.9 | ||
Investment in films and television programs, net | 223.2 | 215.6 | ||
Property and equipment, net of accumulated depreciation of $142.3 and $134.5 | 87.8 | 89.2 | ||
Deferred income taxes | 21.5 | 21.2 | ||
Goodwill | 131.8 | 131.8 | ||
Other assets, net | 111.3 | 100.7 | ||
Investment in consolidated subsidiaries | 0 | 0 | ||
Total assets | 1,640.5 | 1,564.2 | ||
Current liabilities: | ||||
Current portion of debt (Note 2) | 5.8 | 5.6 | ||
Trade accounts payable | 5.5 | 8 | ||
Accrued liabilities (Notes 5 and 6) | 272.8 | 267.7 | ||
Notes payable due to affiliate | 0 | 0 | ||
Due to (from) affiliates | 0 | 0 | ||
Deferred revenue | 12.2 | 10.3 | ||
Total liabilities | 296.3 | 291.6 | ||
Noncurrent liabilities: | ||||
Debt (Note 2) | 1,074.5 | 1,032.2 | ||
Other liabilities (Note 5) | 34.1 | 22.7 | ||
Total liabilities | 1,404.9 | 1,346.5 | ||
Member's Equity [Abstract] | ||||
Member’s interest | 235.6 | 217.7 | ||
Total liabilities and member’s interest | 1,640.5 | 1,564.2 | ||
Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Trade accounts receivable, net of allowances of $18.4 and $35.2 | 0 | 0 | ||
Program rights, net | (3.9) | (1.8) | ||
Notes receivable from affiliates | (84.2) | (72.1) | ||
Other current assets | 0 | 0 | ||
Total current assets | (88.1) | (73.9) | ||
Noncurrent assets: | ||||
Program rights | (3.8) | (5.9) | ||
Investment in films and television programs, net | 0 | 0 | ||
Property and equipment, net of accumulated depreciation of $142.3 and $134.5 | 0 | 0 | ||
Deferred income taxes | 1.6 | 1.6 | ||
Goodwill | 0 | 0 | ||
Other assets, net | 0 | 0 | ||
Investment in consolidated subsidiaries | (2,327.4) | (2,171.5) | ||
Total assets | (2,417.7) | (2,249.7) | ||
Current liabilities: | ||||
Current portion of debt (Note 2) | 0 | 0 | ||
Trade accounts payable | 0 | 0 | ||
Accrued liabilities (Notes 5 and 6) | (10.6) | (10.7) | ||
Notes payable due to affiliate | (84.2) | (72.1) | ||
Due to (from) affiliates | 0 | 0 | ||
Deferred revenue | (2) | (0.4) | ||
Total liabilities | (96.8) | (83.2) | ||
Noncurrent liabilities: | ||||
Debt (Note 2) | (1,018.3) | (973.1) | ||
Other liabilities (Note 5) | (3.1) | (5) | ||
Total liabilities | (1,118.2) | (1,061.3) | ||
Member's Equity [Abstract] | ||||
Member’s interest | (1,299.5) | (1,188.4) | ||
Total liabilities and member’s interest | (2,417.7) | (2,249.7) | ||
Starz Entertainment, LLC (Guarantor) | ||||
Current assets: | ||||
Cash and cash equivalents | 9 | 5.5 | 14.2 | 8.7 |
Trade accounts receivable, net of allowances of $18.4 and $35.2 | 234.4 | 212.4 | ||
Program rights, net | 379.5 | 317.9 | ||
Notes receivable from affiliates | 84.2 | 72.1 | ||
Other current assets | 40.2 | 35.2 | ||
Total current assets | 747.3 | 643.1 | ||
Noncurrent assets: | ||||
Program rights | 329.9 | 341.8 | ||
Investment in films and television programs, net | 211 | 173.6 | ||
Property and equipment, net of accumulated depreciation of $142.3 and $134.5 | 48 | 48.6 | ||
Deferred income taxes | (14.8) | (17.4) | ||
Goodwill | 131.8 | 131.8 | ||
Other assets, net | 43 | 44.4 | ||
Investment in consolidated subsidiaries | 0 | 0 | ||
Total assets | 1,496.2 | 1,365.9 | ||
Current liabilities: | ||||
Current portion of debt (Note 2) | 5.1 | 5 | ||
Trade accounts payable | 5 | 7.3 | ||
Accrued liabilities (Notes 5 and 6) | 205.8 | 176.8 | ||
Notes payable due to affiliate | 0 | 0 | ||
Due to (from) affiliates | (1,101.5) | (1,028.9) | ||
Deferred revenue | 0 | 0 | ||
Total liabilities | (885.6) | (839.8) | ||
Noncurrent liabilities: | ||||
Debt (Note 2) | 1,032.3 | 989.7 | ||
Other liabilities (Note 5) | 33.6 | 22.3 | ||
Total liabilities | 180.3 | 172.2 | ||
Member's Equity [Abstract] | ||||
Member’s interest | 1,315.9 | 1,193.7 | ||
Total liabilities and member’s interest | 1,496.2 | 1,365.9 | ||
Starz, LLC Parent Only (Co-Issuer) | ||||
Current assets: | ||||
Cash and cash equivalents | 0.3 | 0.5 | 0.4 | 0.3 |
Trade accounts receivable, net of allowances of $18.4 and $35.2 | 0 | 0 | ||
Program rights, net | 0 | 0 | ||
Notes receivable from affiliates | 0 | 0 | ||
Other current assets | 17.2 | 48.6 | ||
Total current assets | 17.5 | 49.1 | ||
Noncurrent assets: | ||||
Program rights | 0 | 0 | ||
Investment in films and television programs, net | 0 | 0 | ||
Property and equipment, net of accumulated depreciation of $142.3 and $134.5 | 39.6 | 40.3 | ||
Deferred income taxes | (0.5) | 4.5 | ||
Goodwill | 0 | 0 | ||
Other assets, net | 0 | 0 | ||
Investment in consolidated subsidiaries | 2,327.4 | 2,171.5 | ||
Total assets | 2,384 | 2,265.4 | ||
Current liabilities: | ||||
Current portion of debt (Note 2) | 0.7 | 0.6 | ||
Trade accounts payable | 0 | 0 | ||
Accrued liabilities (Notes 5 and 6) | 13.9 | 16.8 | ||
Notes payable due to affiliate | 0 | 0 | ||
Due to (from) affiliates | 1,073.3 | 1,014.7 | ||
Deferred revenue | 0 | 0 | ||
Total liabilities | 1,087.9 | 1,032.1 | ||
Noncurrent liabilities: | ||||
Debt (Note 2) | 1,060.5 | 1,015.6 | ||
Other liabilities (Note 5) | 0 | 0 | ||
Total liabilities | 2,148.4 | 2,047.7 | ||
Member's Equity [Abstract] | ||||
Member’s interest | 235.6 | 217.7 | ||
Total liabilities and member’s interest | 2,384 | 2,265.4 | ||
Starz Media and Other Businesses (Non-Guarantors) | ||||
Current assets: | ||||
Cash and cash equivalents | 3.6 | 4.7 | $ 5.7 | $ 4.4 |
Trade accounts receivable, net of allowances of $18.4 and $35.2 | 55.4 | 40.5 | ||
Program rights, net | 0 | 0 | ||
Notes receivable from affiliates | 0 | 0 | ||
Other current assets | 3.1 | 6.3 | ||
Total current assets | 62.1 | 51.5 | ||
Noncurrent assets: | ||||
Program rights | 0 | 0 | ||
Investment in films and television programs, net | 12.2 | 42 | ||
Property and equipment, net of accumulated depreciation of $142.3 and $134.5 | 0.2 | 0.3 | ||
Deferred income taxes | 35.2 | 32.5 | ||
Goodwill | 0 | 0 | ||
Other assets, net | 68.3 | 56.3 | ||
Investment in consolidated subsidiaries | 0 | 0 | ||
Total assets | 178 | 182.6 | ||
Current liabilities: | ||||
Current portion of debt (Note 2) | 0 | 0 | ||
Trade accounts payable | 0.5 | 0.7 | ||
Accrued liabilities (Notes 5 and 6) | 63.7 | 84.8 | ||
Notes payable due to affiliate | 84.2 | 72.1 | ||
Due to (from) affiliates | 28.2 | 14.2 | ||
Deferred revenue | 14.2 | 10.7 | ||
Total liabilities | 190.8 | 182.5 | ||
Noncurrent liabilities: | ||||
Debt (Note 2) | 0 | 0 | ||
Other liabilities (Note 5) | 3.6 | 5.4 | ||
Total liabilities | 194.4 | 187.9 | ||
Member's Equity [Abstract] | ||||
Member’s interest | (16.4) | (5.3) | ||
Total liabilities and member’s interest | $ 178 | $ 182.6 |
Supplemental Guarantor Conden37
Supplemental Guarantor Condensed Consolidating Financial Information - Consolidating Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue: | ||||
Programming networks and other services | $ 386.6 | $ 380.3 | $ 784 | $ 796.1 |
Home video net sales | 16 | 37.4 | 50.5 | 72.3 |
Total revenue | 402.6 | 417.7 | 834.5 | 868.4 |
Costs and expenses: | ||||
Programming (including amortization) | 148.1 | 154.5 | 298.8 | 300.5 |
Production and acquisition (including amortization) | 43.2 | 50 | 101.3 | 106.6 |
Home video cost of sales | 5.1 | 10 | 12.5 | 20.4 |
Operating | 7.1 | 12.4 | 13.1 | 25.7 |
Selling, general and administrative | 79 | 75.5 | 169.9 | 152.7 |
Merger related | 9.5 | 0 | 9.5 | 0 |
Depreciation and amortization | 5.2 | 4.8 | 9.9 | 9.5 |
Total costs and expenses | 297.2 | 307.2 | 615 | 615.4 |
Operating income (loss) | 105.4 | 110.5 | 219.5 | 253 |
Other expense: | ||||
Interest expense, net of amounts capitalized | (11.5) | (11.3) | (23.4) | (22.5) |
Interest income (expense), related party | 0 | 0 | 0 | 0 |
Other expense, net | (6.7) | (2.1) | (6.3) | (4.3) |
Income (loss) before income taxes and share of earnings of consolidated subsidiaries | 87.2 | 97.1 | 189.8 | 226.2 |
Income tax benefit (expense) | (32.8) | (34.1) | (68.4) | (77.1) |
Share of earnings of consolidated subsidiaries, net of taxes | 0 | 0 | 0 | 0 |
Net income (loss) | 54.4 | 63 | 121.4 | 149.1 |
Net loss (income) attributable to noncontrolling interest | 0 | 0.4 | 0 | (1.1) |
Net income (loss) attributable to member | 54.4 | 63.4 | 121.4 | 148 |
Eliminations | ||||
Revenue: | ||||
Programming networks and other services | (3.1) | (2.1) | (8.6) | (12.4) |
Home video net sales | (0.4) | (1.3) | (0.7) | (2) |
Total revenue | (3.5) | (3.4) | (9.3) | (14.4) |
Costs and expenses: | ||||
Programming (including amortization) | (0.4) | (0.3) | (0.8) | (0.6) |
Production and acquisition (including amortization) | 0 | 0 | 0 | 0 |
Home video cost of sales | (0.4) | (1.3) | (0.7) | (2) |
Operating | (2.5) | (1.6) | (7.3) | (11.6) |
Selling, general and administrative | 0 | 0 | 0 | 0 |
Merger related | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | 0 | 0 |
Total costs and expenses | (3.3) | (3.2) | (8.8) | (14.2) |
Operating income (loss) | (0.2) | (0.2) | (0.5) | (0.2) |
Other expense: | ||||
Interest expense, net of amounts capitalized | 11.9 | 11.8 | 23.6 | 23.6 |
Interest income (expense), related party | 0 | 0 | 0 | 0 |
Other expense, net | 0.1 | 0 | 0.3 | 0.3 |
Income (loss) before income taxes and share of earnings of consolidated subsidiaries | 11.8 | 11.6 | 23.4 | 23.7 |
Income tax benefit (expense) | (4.1) | (4.1) | (8.2) | (8.3) |
Share of earnings of consolidated subsidiaries, net of taxes | (60.8) | (70.2) | (134.1) | (165.8) |
Net income (loss) | (53.1) | (62.7) | (118.9) | (150.4) |
Net loss (income) attributable to noncontrolling interest | 0 | 0 | ||
Net income (loss) attributable to member | (62.7) | (150.4) | ||
Starz Entertainment, LLC (Guarantor) | ||||
Revenue: | ||||
Programming networks and other services | 355.5 | 340.9 | 719.3 | 725.3 |
Home video net sales | 1.9 | 6.4 | 3.5 | 10 |
Total revenue | 357.4 | 347.3 | 722.8 | 735.3 |
Costs and expenses: | ||||
Programming (including amortization) | 148.5 | 154.8 | 299.6 | 301.1 |
Production and acquisition (including amortization) | 9.5 | 7.1 | 24.4 | 27.9 |
Home video cost of sales | 1.3 | 3.4 | 2.6 | 6.1 |
Operating | 9.2 | 6.5 | 19.8 | 21.6 |
Selling, general and administrative | 63.4 | 58 | 138 | 118.6 |
Merger related | 7.7 | 7.7 | ||
Depreciation and amortization | 4.4 | 4 | 8.4 | 7.9 |
Total costs and expenses | 244 | 233.8 | 500.5 | 483.2 |
Operating income (loss) | 113.4 | 113.5 | 222.3 | 252.1 |
Other expense: | ||||
Interest expense, net of amounts capitalized | (10.7) | (10.5) | (21.9) | (21.2) |
Interest income (expense), related party | 1.9 | 2.8 | 3.5 | 4.5 |
Other expense, net | (2.8) | 0.8 | 0.4 | 0 |
Income (loss) before income taxes and share of earnings of consolidated subsidiaries | 101.8 | 106.6 | 204.3 | 235.4 |
Income tax benefit (expense) | (38.3) | (37.8) | (74.3) | (81.5) |
Share of earnings of consolidated subsidiaries, net of taxes | 0 | 0 | 0 | 0 |
Net income (loss) | 63.5 | 68.8 | 130 | 153.9 |
Net loss (income) attributable to noncontrolling interest | 0 | 0 | ||
Net income (loss) attributable to member | 68.8 | 153.9 | ||
Starz, LLC Parent Only (Co-Issuer) | ||||
Revenue: | ||||
Programming networks and other services | 0 | 0 | 0 | 0 |
Home video net sales | 0 | 0 | 0 | 0 |
Total revenue | 0 | 0 | 0 | 0 |
Costs and expenses: | ||||
Programming (including amortization) | 0 | 0 | 0 | 0 |
Production and acquisition (including amortization) | 0 | 0 | 0 | 0 |
Home video cost of sales | 0 | 0 | 0 | 0 |
Operating | 0 | 0 | 0 | 0 |
Selling, general and administrative | 0.2 | 2.3 | 0.5 | 4.2 |
Merger related | 0 | 0 | ||
Depreciation and amortization | 0.4 | 0.3 | 0.7 | 0.7 |
Total costs and expenses | 0.6 | 2.6 | 1.2 | 4.9 |
Operating income (loss) | (0.6) | (2.6) | (1.2) | (4.9) |
Other expense: | ||||
Interest expense, net of amounts capitalized | (12.7) | (12.6) | (25.1) | (24.9) |
Interest income (expense), related party | 0 | 0 | 0 | 0 |
Other expense, net | (0.1) | 0 | (0.1) | 0 |
Income (loss) before income taxes and share of earnings of consolidated subsidiaries | (13.4) | (15.2) | (26.4) | (29.8) |
Income tax benefit (expense) | 7 | 8 | 13.7 | 13.1 |
Share of earnings of consolidated subsidiaries, net of taxes | 60.8 | 70.2 | 134.1 | 165.8 |
Net income (loss) | 54.4 | 63 | 121.4 | 149.1 |
Net loss (income) attributable to noncontrolling interest | 0.4 | (1.1) | ||
Net income (loss) attributable to member | 63.4 | 148 | ||
Starz Media and Other Businesses (Non-Guarantors) | ||||
Revenue: | ||||
Programming networks and other services | 34.2 | 41.5 | 73.3 | 83.2 |
Home video net sales | 14.5 | 32.3 | 47.7 | 64.3 |
Total revenue | 48.7 | 73.8 | 121 | 147.5 |
Costs and expenses: | ||||
Programming (including amortization) | 0 | 0 | 0 | 0 |
Production and acquisition (including amortization) | 33.7 | 42.9 | 76.9 | 78.7 |
Home video cost of sales | 4.2 | 7.9 | 10.6 | 16.3 |
Operating | 0.4 | 7.5 | 0.6 | 15.7 |
Selling, general and administrative | 15.4 | 15.2 | 31.4 | 29.9 |
Merger related | 1.8 | 1.8 | ||
Depreciation and amortization | 0.4 | 0.5 | 0.8 | 0.9 |
Total costs and expenses | 55.9 | 74 | 122.1 | 141.5 |
Operating income (loss) | (7.2) | (0.2) | (1.1) | 6 |
Other expense: | ||||
Interest expense, net of amounts capitalized | 0 | 0 | 0 | 0 |
Interest income (expense), related party | (1.9) | (2.8) | (3.5) | (4.5) |
Other expense, net | (3.9) | (2.9) | (6.9) | (4.6) |
Income (loss) before income taxes and share of earnings of consolidated subsidiaries | (13) | (5.9) | (11.5) | (3.1) |
Income tax benefit (expense) | 2.6 | (0.2) | 0.4 | (0.4) |
Share of earnings of consolidated subsidiaries, net of taxes | 0 | 0 | 0 | 0 |
Net income (loss) | $ (10.4) | (6.1) | $ (11.1) | (3.5) |
Net loss (income) attributable to noncontrolling interest | 0 | 0 | ||
Net income (loss) attributable to member | $ (6.1) | $ (3.5) |
Supplemental Guarantor Conden38
Supplemental Guarantor Condensed Consolidating Financial Information - Consolidating Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net income (loss) | $ 54.4 | $ 63 | $ 121.4 | $ 149.1 |
Other comprehensive income (loss), net of taxes - | ||||
Foreign currency translation adjustments from operations | (1) | (0.1) | (1) | 0.6 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 53.4 | 62.9 | 120.4 | 149.7 |
Comprehensive loss (income) attributable to noncontrolling interest | 0 | 0.5 | 0 | (1.2) |
Comprehensive income (loss) attributable to member | 53.4 | 63.4 | 120.4 | 148.5 |
Starz Entertainment, LLC (Guarantor) | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income (loss) | 63.5 | 68.8 | 130 | 153.9 |
Other comprehensive income (loss), net of taxes - | ||||
Foreign currency translation adjustments from operations | 0 | 0 | 0 | 0 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 68.8 | 153.9 | ||
Comprehensive loss (income) attributable to noncontrolling interest | 0 | 0 | ||
Comprehensive income (loss) attributable to member | 63.5 | 68.8 | 130 | 153.9 |
Starz, LLC Parent Only (Co-Issuer) | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income (loss) | 54.4 | 63 | 121.4 | 149.1 |
Other comprehensive income (loss), net of taxes - | ||||
Foreign currency translation adjustments from operations | (1) | (0.1) | (1) | 0.6 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 62.9 | 149.7 | ||
Comprehensive loss (income) attributable to noncontrolling interest | 0.5 | (1.2) | ||
Comprehensive income (loss) attributable to member | 53.4 | 63.4 | 120.4 | 148.5 |
Starz Media and Other Businesses (Non-Guarantors) | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income (loss) | (10.4) | (6.1) | (11.1) | (3.5) |
Other comprehensive income (loss), net of taxes - | ||||
Foreign currency translation adjustments from operations | (1) | (0.1) | (1) | 0.6 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (6.2) | (2.9) | ||
Comprehensive loss (income) attributable to noncontrolling interest | 0 | 0 | ||
Comprehensive income (loss) attributable to member | (11.4) | (6.2) | (12.1) | (2.9) |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income (loss) | (53.1) | (62.7) | (118.9) | (150.4) |
Other comprehensive income (loss), net of taxes - | ||||
Foreign currency translation adjustments from operations | 1 | 0.1 | 1 | (0.6) |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (62.6) | (151) | ||
Comprehensive loss (income) attributable to noncontrolling interest | 0 | 0 | ||
Comprehensive income (loss) attributable to member | $ (52.1) | $ (62.6) | $ (117.9) | $ (151) |
Supplemental Guarantor Conden39
Supplemental Guarantor Condensed Consolidating Financial Information - Consolidating Statements of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities: | ||||
Net income | $ 54.4 | $ 63 | $ 121.4 | $ 149.1 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 5.2 | 4.8 | 9.9 | 9.5 |
Amortization of program rights | 136.9 | 144.2 | 275.4 | 281.1 |
Program rights payments | (217.2) | (253.5) | ||
Amortization of investment in films and television programs | 74.2 | 80.1 | ||
Investment in films and television programs | (64.3) | (124.9) | (160.5) | (233.6) |
Stock compensation | 7.3 | 8.1 | 15.6 | 16.4 |
Share of earnings of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Deferred income taxes | (0.3) | (10.2) | ||
Other non-operating and non-cash items | (5.8) | (7.2) | ||
Changes in assets and liabilities: | ||||
Current and other assets | 0.9 | (23.3) | ||
Due to / from affiliates | 0 | 0 | ||
Payables and other liabilities | (12.6) | (34.4) | ||
Net cash provided by (used in) operating activities | 101 | (26) | ||
Investing activities: | ||||
Purchases of property and equipment | (7.8) | (5.8) | ||
Investment in and advances to equity investee | (13.5) | 0 | ||
Net cash used in investing activities | (21.3) | (5.8) | ||
Financing activities: | ||||
Borrowings of debt | 260 | 734 | ||
Payments of debt | (218.7) | (662.6) | ||
Debt issuance costs | 0 | (5) | ||
Distributions to parent related to repurchases of common stock | (120.7) | (32.8) | ||
Contributions from parent related to exercise of stock options | 2.3 | 7.7 | ||
Borrowings under notes payable to affiliate | 0 | 0 | ||
Payments under notes payable to affiliate | 0 | |||
Net advances to / from affiliate | 0 | 0 | ||
Minimum withholding of taxes related to stock compensation | (1.7) | (15.3) | ||
Excess tax benefit from stock compensation | 1.3 | 12.7 | ||
Net cash provided by (used in) financing activities | (77.5) | 38.7 | ||
Net increase (decrease) in cash and cash equivalents | 2.2 | 6.9 | ||
Beginning of period | 10.7 | 13.4 | ||
End of period | 12.9 | 20.3 | 12.9 | 20.3 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest, net of amounts capitalized | 22.2 | 21.3 | ||
Cash paid for income taxes | 33.4 | 69.4 | ||
Eliminations | ||||
Operating activities: | ||||
Net income | (53.1) | (62.7) | (118.9) | (150.4) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 |
Amortization of program rights | (0.8) | (0.6) | ||
Program rights payments | 0.7 | 0.5 | ||
Amortization of investment in films and television programs | 0 | 0 | ||
Investment in films and television programs | 0 | 0 | ||
Stock compensation | 0 | 0 | ||
Share of earnings of consolidated subsidiaries | 60.8 | 70.2 | 134.1 | 165.8 |
Deferred income taxes | 0 | 0.2 | ||
Other non-operating and non-cash items | (1.7) | (1.2) | ||
Changes in assets and liabilities: | ||||
Current and other assets | 0.5 | 0.8 | ||
Due to / from affiliates | 0 | 0 | ||
Payables and other liabilities | (13.9) | (15.1) | ||
Net cash provided by (used in) operating activities | 0 | 0 | ||
Investing activities: | ||||
Purchases of property and equipment | 0 | 0 | ||
Investment in and advances to equity investee | 0 | |||
Net cash used in investing activities | 0 | 0 | ||
Financing activities: | ||||
Borrowings of debt | 0 | 0 | ||
Payments of debt | 0 | 0 | ||
Debt issuance costs | 0 | |||
Distributions to parent related to repurchases of common stock | 0 | 0 | ||
Contributions from parent related to exercise of stock options | 0 | 0 | ||
Borrowings under notes payable to affiliate | 0 | 0 | ||
Payments under notes payable to affiliate | 0 | |||
Net advances to / from affiliate | 0 | 0 | ||
Minimum withholding of taxes related to stock compensation | 0 | 0 | ||
Excess tax benefit from stock compensation | 0 | 0 | ||
Net cash provided by (used in) financing activities | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | ||
Beginning of period | 0 | 0 | ||
End of period | 0 | 0 | 0 | 0 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest, net of amounts capitalized | 0 | 0 | ||
Cash paid for income taxes | 0 | 0 | ||
Starz Entertainment, LLC (Guarantor) | ||||
Operating activities: | ||||
Net income | 63.5 | 68.8 | 130 | 153.9 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 4.4 | 4 | 8.4 | 7.9 |
Amortization of program rights | 276.2 | 281.7 | ||
Program rights payments | (217.9) | (254) | ||
Amortization of investment in films and television programs | 18.2 | 22.3 | ||
Investment in films and television programs | (142.6) | (140.2) | ||
Stock compensation | 14.1 | 14.7 | ||
Share of earnings of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Deferred income taxes | (2.6) | (9.9) | ||
Other non-operating and non-cash items | 1.5 | 2.5 | ||
Changes in assets and liabilities: | ||||
Current and other assets | (26) | 4.8 | ||
Due to / from affiliates | 2.1 | (26.9) | ||
Payables and other liabilities | 39.4 | 17.5 | ||
Net cash provided by (used in) operating activities | 100.8 | 74.3 | ||
Investing activities: | ||||
Purchases of property and equipment | (7.8) | 5.7 | ||
Investment in and advances to equity investee | 0 | |||
Net cash used in investing activities | (7.8) | (5.7) | ||
Financing activities: | ||||
Borrowings of debt | 0 | 0 | ||
Payments of debt | (2.4) | (2.3) | ||
Debt issuance costs | 0 | |||
Distributions to parent related to repurchases of common stock | 0 | 0 | ||
Contributions from parent related to exercise of stock options | 0 | 0 | ||
Borrowings under notes payable to affiliate | (21.5) | (109) | ||
Payments under notes payable to affiliate | 9.3 | |||
Net advances to / from affiliate | (74.7) | 48.9 | ||
Minimum withholding of taxes related to stock compensation | (1.5) | (13.4) | ||
Excess tax benefit from stock compensation | 1.3 | 12.7 | ||
Net cash provided by (used in) financing activities | (89.5) | (63.1) | ||
Net increase (decrease) in cash and cash equivalents | 3.5 | 5.5 | ||
Beginning of period | 5.5 | 8.7 | ||
End of period | 9 | 14.2 | 9 | 14.2 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest, net of amounts capitalized | (5.2) | (6.1) | ||
Cash paid for income taxes | 0 | 78.7 | ||
Starz, LLC Parent Only (Co-Issuer) | ||||
Operating activities: | ||||
Net income | 54.4 | 63 | 121.4 | 149.1 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 0.4 | 0.3 | 0.7 | 0.7 |
Amortization of program rights | 0 | 0 | ||
Program rights payments | 0 | 0 | ||
Amortization of investment in films and television programs | 0 | 0 | ||
Investment in films and television programs | 0 | 0 | ||
Stock compensation | 0.5 | 0.4 | ||
Share of earnings of consolidated subsidiaries | (60.8) | (70.2) | (134.1) | (165.8) |
Deferred income taxes | 5.1 | (0.5) | ||
Other non-operating and non-cash items | 1.2 | 1.3 | ||
Changes in assets and liabilities: | ||||
Current and other assets | 31.4 | 16.8 | ||
Due to / from affiliates | (16.1) | 22.7 | ||
Payables and other liabilities | (10.3) | (19.3) | ||
Net cash provided by (used in) operating activities | (0.2) | 5.4 | ||
Investing activities: | ||||
Purchases of property and equipment | 0 | 0 | ||
Investment in and advances to equity investee | 0 | |||
Net cash used in investing activities | 0 | 0 | ||
Financing activities: | ||||
Borrowings of debt | 260 | 734 | ||
Payments of debt | (216.3) | (660.3) | ||
Debt issuance costs | (5) | |||
Distributions to parent related to repurchases of common stock | (120.7) | (32.8) | ||
Contributions from parent related to exercise of stock options | 2.3 | 7.7 | ||
Borrowings under notes payable to affiliate | 0 | 0 | ||
Payments under notes payable to affiliate | 0 | |||
Net advances to / from affiliate | 74.7 | (48.9) | ||
Minimum withholding of taxes related to stock compensation | 0 | 0 | ||
Excess tax benefit from stock compensation | 0 | 0 | ||
Net cash provided by (used in) financing activities | 0 | (5.3) | ||
Net increase (decrease) in cash and cash equivalents | (0.2) | 0.1 | ||
Beginning of period | 0.5 | 0.3 | ||
End of period | 0.3 | 0.4 | 0.3 | 0.4 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest, net of amounts capitalized | 23.9 | 23.7 | ||
Cash paid for income taxes | 33.4 | (9.6) | ||
Starz Media and Other Businesses (Non-Guarantors) | ||||
Operating activities: | ||||
Net income | (10.4) | (6.1) | (11.1) | (3.5) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 0.4 | 0.5 | 0.8 | 0.9 |
Amortization of program rights | 0 | 0 | ||
Program rights payments | 0 | 0 | ||
Amortization of investment in films and television programs | 56 | 57.8 | ||
Investment in films and television programs | (17.9) | (93.4) | ||
Stock compensation | 1 | 1.3 | ||
Share of earnings of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Deferred income taxes | (2.8) | 0 | ||
Other non-operating and non-cash items | (6.8) | (9.8) | ||
Changes in assets and liabilities: | ||||
Current and other assets | (5) | (45.7) | ||
Due to / from affiliates | 14 | 4.2 | ||
Payables and other liabilities | (27.8) | (17.5) | ||
Net cash provided by (used in) operating activities | 0.4 | (105.7) | ||
Investing activities: | ||||
Purchases of property and equipment | 0 | 0.1 | ||
Investment in and advances to equity investee | (13.5) | |||
Net cash used in investing activities | (13.5) | (0.1) | ||
Financing activities: | ||||
Borrowings of debt | 0 | 0 | ||
Payments of debt | 0 | 0 | ||
Debt issuance costs | 0 | |||
Distributions to parent related to repurchases of common stock | 0 | 0 | ||
Contributions from parent related to exercise of stock options | 0 | 0 | ||
Borrowings under notes payable to affiliate | 21.5 | 109 | ||
Payments under notes payable to affiliate | (9.3) | |||
Net advances to / from affiliate | 0 | 0 | ||
Minimum withholding of taxes related to stock compensation | (0.2) | (1.9) | ||
Excess tax benefit from stock compensation | 0 | 0 | ||
Net cash provided by (used in) financing activities | 12 | 107.1 | ||
Net increase (decrease) in cash and cash equivalents | (1.1) | 1.3 | ||
Beginning of period | 4.7 | 4.4 | ||
End of period | $ 3.6 | $ 5.7 | 3.6 | 5.7 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest, net of amounts capitalized | 3.5 | 3.7 | ||
Cash paid for income taxes | $ 0 | $ 0.3 |