STARZ ENTERTAINMENT CORP /CN/ 10-Q

Item 1. Financial Statements. LIONS GATE ENTERTAINMENT CORP. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2022 March 31, 2022 (Amounts in millions) ASSETS Cash and cash equivalents $ 557.1 $ 371.2 Accounts receivable, net 432.0 442.2 Other current assets 244.9 244.7 Total current assets 1,234.0 1,058.1 Investment in films and television programs and program rights, net 2,986.1 3,013.6 Property and equipment, net 82.3 81.2 Investments 64.5 56.0 Intangible assets 1,372.3 1,440.2 Goodwill 1,289.5 2,764.5 Other assets 652.4 577.6 Total assets $ 7,681.1 $ 8,991.2 LIABILITIES Accounts payable and accrued liabilities $ 614.8 $ 585.8 Participations and residuals 469.7 468.5 Film related and other obligations 1,182.2 951.1 Debt - short term portion 37.0 222.8 Deferred revenue 137.8 174.9 Total current liabilities 2,441.5 2,403.1 Debt 2,170.8 2,202.1 Participations and residuals 258.3 265.1 Film related and other obligations 1,277.2 729.0 Other liabilities 249.5 298.7 Deferred revenue 54.7 49.8 Deferred tax liabilities 38.5 38.8 Redeemable noncontrolling interests 343.2 321.2 Commitments and contingencies (Note 16) EQUITY Class A voting common shares, no par value, 500.0 shares authorized, 83.4 shares issued (March 31, 2022 - 83.3 shares issued) 670.4 668.2 Class B non-voting common shares, no par value, 500.0 shares authorized, 145.2 shares issued (March 31, 2022 - 142.0 shares issued) 2,373.5 2,353.8 Accumulated deficit ( 2,320.4 ) ( 369.7 ) Accumulated other comprehensive income 122.3 29.3 Total Lions Gate Entertainment Corp. shareholders' equity 845.8 2,681.6 Noncontrolling interests 1.6 1.8 Total equity 847.4 2,683.4 Total liabilities and equity $ 7,681.1 $ 8,991.2 See accompanying notes. 4 Table of Contents LIONS GATE ENTERTAINMENT CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions, except per share amounts) Revenues $ 875.2 $ 887.8 $ 1,769.1 $ 1,789.0 Expenses Direct operating 563.5 483.2 1,160.0 969.3 Distribution and marketing 184.6 216.9 396.2 434.5 General and administration 121.3 110.0 224.9 240.6 Depreciation and amortization 45.2 44.4 87.6 87.8 Restructuring and other 233.2 3.5 241.3 6.7 Goodwill impairment 1,475.0 — 1,475.0 — Total expenses 2,622.8 858.0 3,585.0 1,738.9 Operating income (loss) ( 1,747.6 ) 29.8 ( 1,815.9 ) 50.1 Interest expense ( 57.3 ) ( 44.0 ) ( 103.4 ) ( 85.7 ) Interest and other income 1.8 24.1 3.1 28.0 Other expense ( 5.4 ) ( 2.7 ) ( 10.4 ) ( 4.3 ) Gain (loss) on extinguishment of debt 3.4 ( 0.4 ) 2.1 ( 27.1 ) Gain (loss) on investments ( 3.1 ) 1.5 ( 1.3 ) 1.5 Equity interests income (loss) ( 0.1 ) 0.4 0.8 1.1 Income (loss) before income taxes ( 1,808.3 ) 8.7 ( 1,925.0 ) ( 36.4 ) Income tax provision ( 5.0 ) ( 5.6 ) ( 11.0 ) ( 12.1 ) Net income (loss) ( 1,813.3 ) 3.1 ( 1,936.0 ) ( 48.5 ) Less: Net loss attributable to noncontrolling interests 2.2 4.4 5.9 10.6 Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders $ ( 1,811.1 ) $ 7.5 $ ( 1,930.1 ) $ ( 37.9 ) Per share information attributable to Lions Gate Entertainment Corp. shareholders: Basic net income (loss) per common share $ ( 7.95 ) $ 0.03 $ ( 8.51 ) $ ( 0.17 ) Diluted net income (loss) per common share $ ( 7.95 ) $ 0.03 $ ( 8.51 ) $ ( 0.17 ) Weighted average number of common shares outstanding: Basic 227.9 224.4 226.8 223.1 Diluted 227.9 228.5 226.8 223.1 See accompanying notes. 5 Table of Contents LIONS GATE ENTERTAINMENT CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Net income (loss) $ ( 1,813.3 ) $ 3.1 $ ( 1,936.0 ) $ ( 48.5 ) Foreign currency translation adjustments, net of tax ( 4.1 ) ( 1.1 ) ( 7.1 ) ( 1.0 ) Net unrealized gain (loss) on cash flow hedges, net of tax 51.2 19.0 100.1 ( 4.9 ) Comprehensive income (loss) ( 1,766.2 ) 21.0 ( 1,843.0 ) ( 54.4 ) Less: Comprehensive loss attributable to noncontrolling interests 2.2 4.4 5.9 10.6 Comprehensive income (loss) attributable to Lions Gate Entertainment Corp. shareholders $ ( 1,764.0 ) $ 25.4 $ ( 1,837.1 ) $ ( 43.8 ) See accompanying notes. 6 Table of Contents LIONS GATE ENTERTAINMENT CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY Three Months Ended Class A Voting Class B Non-Voting Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Lions Gate Entertainment Corp. Shareholders' Equity Noncontrolling Interests (a) Total Equity Common Shares Common Shares Number Amount Number Amount (Amounts in millions) Balance at June 30, 2022 83.3 $ 669.4 142.5 $ 2,363.2 $ ( 504.7 ) $ 75.2 $ 2,603.1 $ 1.6 $ 2,604.7 Share-based compensation, net of share cancellations for taxes 0.1 0.9 2.7 10.3 — — 11.2 — 11.2 Issuance of common shares — 0.1 — — — — 0.1 — 0.1 Noncontrolling interests — — — — — — — — — Net loss — — — — ( 1,811.1 ) — ( 1,811.1 ) — ( 1,811.1 ) Other comprehensive income — — — — — 47.1 47.1 — 47.1 Redeemable noncontrolling interests adjustments to redemption value — — — — ( 4.6 ) — ( 4.6 ) — ( 4.6 ) Balance at September 30, 2022 83.4 $ 670.4 145.2 $ 2,373.5 $ ( 2,320.4 ) $ 122.3 $ 845.8 $ 1.6 $ 847.4 Balance at June 30, 2021 83.0 $ 664.9 139.6 $ 2,318.6 $ ( 139.1 ) $ ( 107.2 ) $ 2,737.2 $ 2.2 $ 2,739.4 Exercise of stock options — — — 0.4 — — 0.4 — 0.4 Share-based compensation, net of share cancellations for taxes 0.1 1.0 2.0 ( 4.7 ) — — ( 3.7 ) — ( 3.7 ) Noncontrolling interests — — — — — — — 0.1 0.1 Net income — — — — 7.5 — 7.5 0.1 7.6 Other comprehensive income — — — — — 18.0 18.0 — 18.0 Redeemable noncontrolling interests adjustments to redemption value — — — — ( 11.4 ) — ( 11.4 ) — ( 11.4 ) Balance at September 30, 2021 83.1 $ 665.9 141.6 $ 2,314.3 $ ( 143.0 ) $ ( 89.2 ) $ 2,748.0 $ 2.4 $ 2,750.4 _____________________ (a) Excludes redeemable noncontrolling interests, which are reflected in temporary equity (see Note 9). 7 Table of Contents LIONS GATE ENTERTAINMENT CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY Six Months Ended Class A Voting Class B Non-Voting Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Lions Gate Entertainment Corp. Shareholders' Equity Noncontrolling Interests (a) Total Equity Common Shares Common Shares Number Amount Number Amount (Amounts in millions) Balance at March 31, 2022 83.3 $ 668.2 142.0 $ 2,353.8 $ ( 369.7 ) $ 29.3 $ 2,681.6 $ 1.8 $ 2,683.4 Exercise of stock options — — 0.3 3.5 — — 3.5 — 3.5 Share-based compensation, net of share cancellations for taxes 0.1 2.0 2.9 16.1 — — 18.1 — 18.1 Issuance of common shares — 0.2 — 0.1 — — 0.3 — 0.3 Noncontrolling interests — — — — — — — ( 0.4 ) ( 0.4 ) Net loss — — — — ( 1,930.1 ) — ( 1,930.1 ) 0.2 ( 1,929.9 ) Other comprehensive income — — — — — 93.0 93.0 — 93.0 Redeemable noncontrolling interests adjustments to redemption value — — — — ( 20.6 ) — ( 20.6 ) — ( 20.6 ) Balance at September 30, 2022 83.4 $ 670.4 145.2 $ 2,373.5 $ ( 2,320.4 ) $ 122.3 $ 845.8 $ 1.6 $ 847.4 Balance at March 31, 2021 83.0 $ 663.2 138.2 $ 2,296.0 $ ( 82.9 ) $ ( 83.3 ) $ 2,793.0 $ 1.6 $ 2,794.6 Exercise of stock options — 0.4 0.2 2.3 — — 2.7 — 2.7 Share-based compensation, net of share cancellations for taxes 0.1 2.2 3.2 15.9 — — 18.1 — 18.1 Issuance of common shares — 0.1 — 0.1 — — 0.2 — 0.2 Noncontrolling interests — — — — — — — 0.8 0.8 Net loss — — — — ( 37.9 ) — ( 37.9 ) — ( 37.9 ) Other comprehensive loss — — — — — ( 5.9 ) ( 5.9 ) — ( 5.9 ) Redeemable noncontrolling interests adjustments to redemption value — — — — ( 22.2 ) — ( 22.2 ) — ( 22.2 ) Balance at September 30, 2021 83.1 $ 665.9 141.6 $ 2,314.3 $ ( 143.0 ) $ ( 89.2 ) $ 2,748.0 $ 2.4 $ 2,750.4 _____________________ (a) Excludes redeemable noncontrolling interests, which are reflected in temporary equity (see Note 9). See accompanying notes. 8 Table of Contents LIONS GATE ENTERTAINMENT CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended September 30, 2022 2021 (Amounts in millions) Operating Activities: Net loss $ ( 1,936.0 ) $ ( 48.5 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 87.6 87.8 Amortization of films and television programs and program rights 899.3 730.1 Amortization of debt financing costs and other non-cash interest 13.9 24.2 Non-cash share-based compensation 35.0 54.9 Other amortization 41.2 50.5 Goodwill impairment 1,475.0 — Content and other impairments 218.9 — (Gain) loss on extinguishment of debt ( 2.1 ) 27.1 Equity interests income ( 0.8 ) ( 1.1 ) (Gain) loss on investments 1.3 ( 1.5 ) Deferred income taxes ( 0.3 ) 1.7 Changes in operating assets and liabilities: Proceeds from the termination of interest rate swaps 188.7 — Accounts receivable, net and other assets ( 39.5 ) ( 134.2 ) Investment in films and television programs and program rights, net ( 1,087.2 ) ( 1,149.7 ) Accounts payable and accrued liabilities ( 10.0 ) ( 45.2 ) Participations and residuals ( 5.0 ) 5.0 Program rights and other film obligations 12.1 ( 35.8 ) Deferred revenue ( 31.5 ) 102.2 Net Cash Flows Used In Operating Activities ( 139.4 ) ( 332.5 ) Investing Activities: Proceeds from the sale of Pantaya — 123.6 Proceeds from the sale of other investments 3.0 — Investment in equity method investees and other ( 17.5 ) ( 12.0 ) Distributions from equity method investees — 2.6 Acquisition of assets (film library and related assets) — ( 161.4 ) Capital expenditures ( 21.5 ) ( 14.6 ) Net Cash Flows Used In Investing Activities ( 36.0 ) ( 61.8 ) Financing Activities: Debt - borrowings, net of debt issuance and redemption costs 991.0 1,947.2 Debt - repurchases and repayments ( 1,211.0 ) ( 2,175.6 ) Film related financing and other obligations - borrowings, net of debt issuance costs 1,137.9 775.7 Film related financing and other obligations - repayments ( 372.2 ) ( 186.6 ) Settlement of financing component of interest rate swaps ( 134.5 ) ( 14.4 ) Distributions to noncontrolling interest ( 2.5 ) ( 0.1 ) Exercise of stock options 3.4 2.9 Tax withholding required on equity awards ( 16.2 ) ( 33.2 ) Net Cash Flows Provided By Financing Activities 395.9 315.9 Net Change In Cash, Cash Equivalents and Restricted Cash 220.5 ( 78.4 ) Foreign Exchange Effects on Cash, Cash Equivalents and Restricted Cash ( 5.7 ) ( 2.5 ) Cash, Cash Equivalents and Restricted Cash - Beginning Of Period 384.6 528.7 Cash, Cash Equivalents and Restricted Cash - End Of Period $ 599.4 $ 447.8 See accompanying notes. 9 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. General Nature of Operations Lionsgate Entertainment Corp. (the “Company,” “Lionsgate,” "Lions Gate," “we,” “us” or “our”) encompasses world-class motion picture and television studio operations aligned with the STARZ premium global subscription platform to bring a unique and varied portfolio of entertainment to consumers around the world. The Company’s film, television, subscription and location-based entertainment businesses are backed by a 17,000 -title library and a valuable collection of iconic film and television franchises. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Lionsgate and all of its majority-owned and controlled subsidiaries. The unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to quarterly report on Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for the three and six months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2023. The balance sheet at March 31, 2022 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022. Certain amounts presented in prior periods have been reclassified to conform to the current period presentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, including the potential impacts arising from the COVID-19 global pandemic and Russia's invasion of Ukraine, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the financial statements relate to ultimate revenue and costs used for the amortization of investment in films and television programs; estimates of future viewership used for the amortization of licensed program rights; estimates related to the revenue recognition of sales or usage-based royalties; fair value of equity-based compensation; fair value of assets and liabilities for allocation of the purchase price of companies acquired; income taxes including the assessment of valuation allowances for deferred tax assets; accruals for contingent liabilities; and impairment assessments for investment in films and television programs and licensed program rights, property and equipment, equity investments, goodwill and intangible assets. Actual results could differ from such estimates. Recent Accounting Pronouncements Accounting Guidance Adopted in Fiscal 2023 Government Assistance: In November 2021, the FASB issued guidance which requires certain annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2021, therefore it will be effective beginning with the Company's financial statements issued for the year ended March 31, 2023. While the adoption of this guidance will not have an impact on the Company's consolidated balance sheet or statement of operations, the adoption of this guidance may require additional annual disclosures in the Company's financial statements for the year ending March 31, 2023, which the Company is currently in the process of assessing. 10 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 2. Acquisitions and Dispositions Spyglass. On July 15, 2021, the Company purchased approximately 200 feature film titles (the "Spyglass Library") from Spyglass Media Group, LLC ("Spyglass"). The Company also formed a strategic content partnership through an investment of a 18.9 % preferred equity interest in Spyglass, and entered into a multiyear first-look television arrangement with Spyglass. The purchase price, including acquisition costs, of the Spyglass Library and preferred equity interest was $ 191.4 million, of which $ 171.4 million was paid at closing, $ 10.0 million was paid in July 2022, and the remaining $ 10.0 million is to be paid in July 2023. The Spyglass Library was accounted for as an asset acquisition and is included in investment in film and television programs on our unaudited condensed consolidated balance sheet. The preferred equity interest was accounted for as an equity-method investment (see Note 4). 3. Investment in Films and Television Programs and Licensed Program Rights Total investment in films and television programs and licensed program rights by predominant monetization strategy is as follows: September 30, 2022 March 31, 2022 (Amounts in millions) Investment in Films and Television Programs: Individual Monetization Released, net of accumulated amortization $ 487.5 $ 557.5 Completed and not released 176.2 121.4 In progress 705.8 574.9 In development 72.8 102.7 1,442.3 1,356.5 Film Group Monetization Released, net of accumulated amortization 571.5 469.5 Completed and not released 249.7 253.2 In progress 287.3 427.6 In development 10.6 11.4 1,119.1 1,161.7 Licensed program rights, net of accumulated amortization 424.7 495.4 Investment in films and television programs and licensed program rights, net $ 2,986.1 $ 3,013.6 At September 30, 2022, acquired film and television libraries have remaining unamortized costs of $ 141.9 million, which are monetized individually and are being amortized using the individual-film-forecast method over a remaining period of approximately 18.7 years (March 31, 2022 - unamortized costs of $ 149.9 million). Amortization of investment in film and television programs and licensed program rights by predominant monetization strategy is as follows for the three and six months ended September 30, 2022 and 2021, and was included in direct operating expense in the unaudited condensed consolidated statements of operations: 11 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Amortization expense: Individual monetization $ 235.4 $ 183.7 $ 503.2 $ 419.5 Film group monetization 92.4 88.6 144.9 120.7 Licensed program rights 99.6 86.7 251.2 189.9 $ 427.4 $ 359.0 $ 899.3 $ 730.1 Impairments. Investment in films and television programs and licensed program rights includes write-downs to fair value, which are generally included in direct operating expense on the unaudited condensed consolidated statements of operations. In addition, due to the restructuring of the international operations of Starz as discussed in Note 14, for the quarter ended September 30, 2022, the Company incurred certain content impairments of its film group assets in certain international territories which are reflected in restructuring and other on the unaudited condensed consolidated statements of operations. The following table sets forth impairments by segment for the three and six months ended September 30, 2022 and 2021: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Impairments by segment: Motion Picture $ — $ 0.1 $ 0.5 $ 0.1 Television Production 3.5 1.6 4.7 26.6 Impairments not included in segment operating results (1) 213.0 — 213.0 — $ 216.5 $ 1.7 $ 218.2 $ 26.7 ________________ (1) Represents charges of $ 213.0 million for content impairment of the Company's film group assets in certain international territories related to the Media Networks segment, due to the restructuring of the international operations of Starz, which are included in restructuring and other on the unaudited condensed consolidated statements of operations. See Note 14. 4. Investments The Company's investments consisted of the following: September 30, 2022 March 31, 2022 (Amounts in millions) Investments in equity method investees $ 62.9 $ 53.9 Other investments 1.6 2.1 $ 64.5 $ 56.0 Equity Method Investments: The Company has investments in various equity method investees with ownership percentages ranging from approximately 9 % to 49 %. These investments include: STARZPLAY Arabia. STARZPLAY Arabia (Playco Holdings Limited) offers a STARZ-branded online subscription video-on-demand service in the Middle East and North Africa. Roadside Attractions . Roadside Attractions is an independent theatrical distribution company. 12 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Pantelion Films. Pantelion Films is a joint venture with Videocine, an affiliate of Televisa, which produces, acquires and distributes a slate of English and Spanish language feature films that target Hispanic moviegoers in the U.S. Atom Tickets. Atom Tickets is the first-of-its-kind theatrical mobile ticketing platform and app. Great Point Opportunity Fund. Great Point Opportunity Fund is an operating company that operates Lionsgate Studios Yonkers, a studio facility in Yonkers, New York. Spyglass. Spyglass is a global premium content company, focused on developing, producing, financing and acquiring motion pictures and television programming across all platforms for worldwide audiences. 42. 42 is a fully integrated management and production company, producing film, television and content, representing actors, writers, directors, comedians, presenters, producers, casting directors and media book rights; with offices in London and Los Angeles. Other. In addition to the equity method investments discussed above, the Company holds ownership interests in other immaterial equity method investees. Summarized Financial Information. Summarized financial information for the Company's equity method investees on an aggregate basis is set forth below: September 30, 2022 March 31, 2022 (Amounts in millions) Current assets $ 153.9 $ 125.3 Non-current assets $ 169.2 $ 166.4 Current liabilities $ 305.7 $ 253.9 Non-current liabilities $ 61.8 $ 59.8 Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Revenues $ 37.5 $ 22.8 $ 78.1 $ 37.1 Gross profit $ 6.0 $ 4.8 $ 21.0 $ 8.7 Net loss $ ( 10.2 ) $ ( 8.7 ) $ ( 12.6 ) $ ( 19.9 ) 5. Goodwill Changes in the carrying value of goodwill by reporting segment were as follows: Motion Picture Television Production Media Networks Total (Amounts in millions) Balance as of March 31, 2022 $ 393.7 $ 401.9 $ 1,968.9 $ 2,764.5 Impairments — — ( 1,475.0 ) ( 1,475.0 ) Balance as of September 30, 2022 $ 393.7 $ 401.9 $ 493.9 $ 1,289.5 For the quarter ended September 30, 2022, due to continued adverse macro and microeconomic conditions, including the competitive environment, continued inflationary trends and recessionary economies worldwide and its impact on the Company's growth in subscribers worldwide, the Company began implementing a plan to restructure its LIONSGATE+ business (formerly STARZPLAY International). This restructuring includes exiting the business in seven international territories (France, Germany, Italy, Spain, Benelux, the Nordics and Japan). The Company's Starz domestic operations have also been impacted by these current market conditions, and the Company has revised its subscriber growth and forecasted cash 13 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) flow assumptions and implemented certain cost-saving measures. Additionally, companies in the media and entertainment industry, and particularly those with significant streaming platforms, have experienced a decline in market valuations, and reflecting this industry trend, as well as potential capital market transactions, and the factors discussed above, the market price of the Company's common shares has continued to decline since June 30, 2022. Accordingly, the Company updated its quantitative impairment assessment for all of its reporting units. In performing its quantitative impairment assessment, the fair value of the Company's reporting units was estimated by using a combination of discounted cash flow ("DCF") analyses and market-based valuation methodologies. Based on its quantitative impairment assessment, the Company determined that the fair value of its reporting units exceeded the carrying values for all of its reporting units, except the Media Networks reporting unit which was previously disclosed as a reporting unit "at risk" of impairment. The analysis resulted in a goodwill impairment charge of $ 1.475 billion related to the Company's Media Networks reporting unit goodwill, which is recorded in the "goodwill impairment" line item in the unaudited condensed consolidated statement of operations. 6. Debt Total debt of the Company, excluding film related and other obligations, was as follows: September 30, 2022 March 31, 2022 (Amounts in millions) Corporate debt: Revolving Credit Facility $ — $ — Term Loan A 439.3 638.5 Term Loan B 837.9 844.2 5.500 % Senior Notes 981.4 1,000.0 Total corporate debt 2,258.6 2,482.7 Unamortized debt issuance costs ( 50.8 ) ( 57.8 ) Total debt, net 2,207.8 2,424.9 Less current portion ( 37.0 ) ( 222.8 ) Non-current portion of debt $ 2,170.8 $ 2,202.1 Senior Credit Facilities (Revolving Credit Facility, Term Loan A and Term Loan B) Revolving Credit Facility Availability of Funds & Commitment Fee. The Revolving Credit Facility provides for borrowings and letters of credit up to an aggregate of $ 1.25 billion, and at September 30, 2022 there was $ 1.25 billion available. However, borrowing levels are subject to certain financial covenants as discussed below. There were no letters of credit outstanding at September 30, 2022. The Company is required to pay a quarterly commitment fee on the Revolving Credit Facility of 0.250 % to 0.375 % per annum, depending on the achievement of certain leverage ratios, as defined in the Credit Agreement, on the total Revolving Credit Facility of $ 1.25 billion less the amount drawn. Maturity Date: • Revolving Credit Facility & Term Loan A: April 6, 2026 (see Debt Transactions section below for the April 2022 voluntary prepayment of the entire principal amount of the Term Loan A previously due March 22, 2023). • Term Loan B: March 24, 2025. Interest: • Revolving Credit Facility & Term Loan A: The Revolving Credit Facility and term loan A facility due April 2026 (the "Term Loan A") bear interest at a rate per annum equal to LIBOR plus 1.75 % (or an alternative base rate plus 0.75 %) margin, with a LIBOR floor of zero . The margin is subject to potential increases of up to 50 basis points ( two ( 2 ) increases of 25 basis points each) upon certain increases to net first lien leverage ratios, as defined in the Credit Agreement (effective interest rate of 4.89 % as of September 30, 2022, before the impact of interest rate swaps). 14 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) • Term Loan B: The term loan B facility due March 2025 (the "Term Loan B") bears interest at a rate per annum equal to LIBOR plus 2.25 % margin, with a LIBOR floor of zero (or an alternative base rate plus 1.25 % margin) (effective interest rate of 5.39 % as of September 30, 2022, before the impact of interest rate swaps). Required Principal Payments: • Term Loan A: Quarterly principal payments, at quarterly rates of 1.25 % beginning September 30, 2022, 1.75 % beginning September 30, 2023, and 2.50 % beginning September 30, 2024 through March 31, 2026, with the balance payable at maturity. • Term Loan B: Quarterly principal payments at a quarterly rate of 0.25 %, with the balance payable at maturity. The Term Loan A and Term Loan B also require mandatory prepayments in connection with certain asset sales, subject to certain significant exceptions, and the Term Loan B is subject to additional mandatory repayment from specified percentages of excess cash flow, as defined in the Credit Agreement. Optional Prepayment: • Revolving Credit Facility & Term Loan A: The Company may voluntarily prepay the Revolving Credit Facility and Term Loan A at any time without premium or penalty. • Term Loan B: The Company may voluntarily prepay the Term Loan B at any time without premium or penalty. Security. The Senior Credit Facilities are guaranteed by the guarantors named in the Credit Agreement and are secured by a security interest in substantially all of the assets of Lionsgate and the Guarantors (as defined in the Credit Agreement), subject to certain exceptions. Covenants. The Senior Credit Facilities contain representations and warranties, events of default and affirmative and negative covenants that are customary for similar financings and which include, among other things and subject to certain significant exceptions, restrictions on the ability to declare or pay dividends, create liens, incur additional indebtedness, make investments, dispose of assets and merge or consolidate with any other person. In addition, a net first lien leverage maintenance covenant and an interest coverage ratio maintenance covenant apply to the Revolving Credit Facility and the Term Loan A and are tested quarterly. As of September 30, 2022, the Company was in compliance with all applicable covenants. Change in Control. The Company may also be subject to an event of default upon a change in control (as defined in the Credit Agreement) which, among other things, includes a person or group acquiring ownership or control in excess of 50 % of the Company’s common shares. Potential Impact of LIBOR Transition. The Chief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates the LIBOR has announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after the end of 2021. For U.S dollar LIBOR, publication of the one-week and two-month LIBOR settings ceased on December 31, 2021, and publication of the overnight and 12-month LIBOR settings will cease after June 30, 2023. Immediately after June 30, 2023, the one-month, three-month and six-month U.S. dollar LIBOR settings will no longer be representative. Given these changes, the LIBOR administrator has advised that no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. It is also possible that U.S. LIBOR will be discontinued or modified prior to June 30, 2023. The Company is unable to predict whether or when an alternative reference rate will become a standard global benchmark and suitable replacement for LIBOR. In July 2021, the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions and other market participants, recommended replacing U.S. dollar LIBOR with the Secured Overnight Financing Rate (“SOFR”), a new index based on transactions in the market for short-term treasury securities. The publication of SOFR began in April 2018, and, therefore, it has a very limited history. Whether SOFR attains market traction as a LIBOR replacement tool remains in question. Under the terms of the Company's Credit Agreement, in the event of the discontinuance of LIBOR, a mutually agreed-upon alternate benchmark rate will be established to replace LIBOR. The Company and Lenders (as defined in the Credit Agreement) shall, in good faith, endeavor to establish an alternate benchmark rate that gives due consideration to prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and which places the lenders under the Credit Agreement and the Company in the same economic position that existed immediately prior to the discontinuation of LIBOR. The Company does not anticipate that the discontinuance or modification of LIBOR will materially impact its liquidity or financial position. 15 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 5.500 % Senior Notes Interest: Bears interest at 5.500 % annually (payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2021). Maturity Date: April 15, 2029. Optional Redemption: (i) Prior to April 15, 2024, the Company may redeem the 5.500 % Senior Notes in whole at any time, or in part from time to time, at a price equal to 100 % of the principal amount of the notes to be redeemed plus a "make-whole" premium, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The make-whole premium is the greater of (i) 1.0 % of the principal amount redeemed and (ii) the excess, if any, of the present value at such redemption date of the redemption price at April 15, 2024 (see redemption prices below) plus interest through April 15, 2024 (discounted to the redemption date at the treasury rate plus 50 basis points) over the principal amount of the notes redeemed on the redemption date. (ii) On or after April 15, 2024, the Company may redeem the 5.500 % Senior Notes in whole at any time, or in part from time to time, at certain specified redemption prices, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Such redemption prices are as follows (as a percentage of the principal amount redeemed): (i) on or after April 15, 2024 - 102.750 %; (ii) on or after April 15, 2025 - 101.375 %; and (iii) on or after April 15, 2026 - 100 %. In addition, the Company may redeem up to 40 % of the aggregate principal amount of the notes at any time and from time to time prior to April 15, 2024 with the net proceeds of certain equity offerings at a price of 105.500 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Security. The 5.500 % Senior Notes are unsubordinated, unsecured obligations of the Company. Covenants. The 5.500 % Senior Notes contain certain restrictions and covenants that, subject to certain exceptions, limit the Company’s ability to incur additional indebtedness, pay dividends or repurchase the Company’s common shares, make certain loans or investments, and sell or otherwise dispose of certain assets subject to certain conditions, among other limitations. As of September 30, 2022, the Company was in compliance with all applicable covenants. Change in Control. The occurrence of a change of control will be a triggering event requiring the Company to offer to purchase from holders all of the 5.500 % Senior Notes, at a price equal to 101 % of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. In addition, certain asset dispositions will be triggering events that may require the Company to use the excess proceeds from such dispositions to make an offer to purchase the 5.500 % Senior Notes at 100 % of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. Capacity to Pay Dividends At September 30, 2022, the capacity to pay dividends under the Senior Credit Facilities and the 5.500 % Senior Notes significantly exceeded the amount of the Company's accumulated deficit or net loss, and therefore the Company's net loss of $ 1,936.0 million and accumulated deficit of $ 2,320.4 million were deemed free of restrictions from paying dividends at September 30, 2022. Debt Transactions: Fiscal 2023: Term Loan A Prepayment. In April 2022, the Company voluntarily prepaid the entire outstanding principal amount of the Term Loan A due March 22, 2023 of $ 193.6 million, together with accrued and unpaid interest. Senior Notes Repurchases. In July 2022, the Company repurchased $ 18.7 million principal amount of the 5.500 % Senior Notes for $ 14.6 million, together with accrued and unpaid interest. 16 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Fiscal 2022: Senior Notes Redemption and Issuance. On April 1, 2021, the Company redeemed in full all $ 518.7 million outstanding principal amount of its 5.875 % Senior Notes due November 2024 (" 5.875 % Senior Notes") and all $ 545.6 million outstanding principal amount of its 6.375 % Senior Notes due February 2024 (" 6.375 % Senior Notes"). In connection with the early redemption of the 5.875 % Senior Notes and the 6.375 % Senior Notes, the Company paid a prepayment premium of $ 15.2 million and $ 17.4 million, respectively, plus accrued and unpaid interest to the date of redemption, pursuant to the terms of the indentures governing the 5.875 % Senior Notes and the 6.375 % Senior Notes, respectively. In connection with the redemption of the 5.875 % Senior Notes and the 6.375 % Senior Notes, on April 1, 2021, the Company issued $ 1.0 billion aggregate principal amount of 5.500 % Senior Notes due April 15, 2029 (" 5.500 % Senior Notes"). Credit Agreement Amendment. On April 6, 2021, the Company amended its Credit Agreement to, among other things, extend the maturity of a portion of its revolving credit commitments, amounting to $ 1.25 billion, and a portion of its outstanding term A loans, amounting to $ 444.9 million to April 6, 2026, and make certain other changes to the covenants and other provisions therein. Term Loan B Repurchases. During the three months ended September 30, 2021, the Company completed a series of repurchases of the Term Loan B and, in aggregate, paid $ 44.2 million to repurchase $ 44.5 million principal amount of the Term Loan B (six months ended September 30, 2021 - in aggregate paid $ 95.3 million to repurchase $ 96.0 million principal amount of the Term Loan B). (Gain) Loss on Extinguishment of Debt: In accounting for the fiscal 2022 Senior Notes redemption and issuance transactions and credit agreement amendment discussed above, a portion of the refinancing transactions was considered a modification of terms, and a portion was considered a debt extinguishment. During the six months ended September 30, 2022 and 2021, the Company recorded a (gain) loss on extinguishment of debt related to the transactions described above as summarized in the table below (three months ended September 30, 2022 and 2021 - gain of $ 3.4 million and loss of $ 0.4 million, respectively): Six Months Ended September 30, 2022 2021 (Gain) Loss on Extinguishment of Debt: Term Loan A prepayment $ 1.3 $ — Senior Notes repurchases, redemption and issuance ( 3.4 ) 24.7 Credit Agreement amendment (Revolving Credit Facility and Term Loan A) — 1.7 Term Loan B repurchases and other — 0.7 $ ( 2.1 ) $ 27.1 17 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 7. Film Related and Other Obligations September 30, 2022 March 31, 2022 (Amounts in millions) Program rights and film obligations $ 291.5 $ 278.4 Film related financing and other obligations: Production Loans 1,444.6 966.3 Production Tax Credit Facility 235.0 224.0 Programming Notes 21.1 96.4 Backlog Financing Facility and Other 318.4 — IP Credit Facility 161.9 123.5 Total film related financing and other obligations 2,181.0 1,410.2 Unamortized debt issuance costs ( 13.1 ) ( 8.5 ) Total film related financing and other obligations, net 2,167.9 1,401.7 Less current portion ( 1,182.2 ) ( 951.1 ) Total non-current film related and other obligations $ 1,277.2 $ 729.0 Program Rights and Film Obligations Program rights and film obligations include minimum guarantees and accrued licensed program rights obligations, which represent amounts payable for film or television rights that the Company has acquired or licensed. Film Related Financing and Other Obligations Film related financing and other obligations include production loans, programming notes, the Company's Production Tax Credit Facility, IP Credit Facility, Backlog Financing Facility and other. Production Loans . Production loans represent individual and multi-title loans for the production of film and television programs that the Company produces. The majority of the Company's production loans have contractual repayment dates either at or near the expected completion or release dates, with the exception of certain loans containing repayment dates on a longer term basis, and incur primarily LIBOR and SOFR-based interest at a weighted average rate of 5.47 % (before the impact of interest rate swaps, see Note 17 for interest rate swaps). Production loans amounting to $ 1,249.4 million are secured by collateral which consists of the underlying rights related to the intellectual property (i.e. film or television show), and $ 195.2 million are unsecured. Programming Notes . Programming notes represent individual unsecured loans for the licensing of film and television programs that the Company licenses. The Company's programming notes have contractual repayment dates in January 2023, and incur LIBOR-based interest at a weighted average rate of 7.25 %. 18 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Production Tax Credit Facility. In January 2021, as amended on March 29, 2022, the Company entered into a limited-recourse senior secured revolving credit facility (the "Production Tax Credit Facility") based on and secured by collateral consisting of certain of the Company’s tax credit receivables. The maximum principal amount of the Production Tax Credit Facility is $ 235.0 million, subject to the amount of collateral available, which is based on specified percentages of amounts payable to the Company by governmental authorities pursuant to the tax incentive laws of certain eligible jurisdictions that arise from the production or exploitation of motion pictures and television programming in such jurisdiction. Advances under the Production Tax Credit Facility bear interest at a rate equal to SOFR plus 0.10 % to 0.25 % depending on the SOFR term (i.e., one, three or six months), plus 1.50 % per annum or the base rate plus 0.50 % per annum (effective interest rate of 4.64 % at September 30, 2022). The Production Tax Credit Facility matures on January 27, 2025. As of September 30, 2022, there were no amounts available under the Production Tax Credit Facility. IP Credit Facility. In July 2021, as amended in September 2022, certain subsidiaries of the Company entered into a senior secured amortizing term credit facility (the "IP Credit Facility") based on and secured by the collateral consisting solely of certain of the Company’s rights in certain library titles, including the Spyglass and other recently acquired libraries. The maximum principal amount of the IP Credit Facility is $ 161.9 million, subject to the amount of collateral available, which is based on the valuation of cash flows from the libraries. The cash flows generated from the exploitation of the rights will be applied to repay the IP Credit Facility subject to cumulative minimum guaranteed payment amounts as set forth below: Cumulative Period From September 29, 2022 Through: Cumulative Minimum Guaranteed Payment Amounts Payment Due Date (in millions) September 30, 2023 $ 30.4 November 14, 2023 September 30, 2024 $ 60.7 November 14, 2024 September 30, 2025 $ 91.1 November 14, 2025 September 30, 2026 $ 121.4 November 14, 2026 July 30, 2027 $ 161.9 July 30, 2027 Advances under the IP Credit Facility bear interest at a rate equal to, at the Company’s option, SOFR plus 0.11 % to 0.26 % depending on the SOFR term (i.e., one or three months) plus 2.25 % per annum (with a SOFR floor of 0.25 %) or the base rate plus 1.25 % per annum (effective interest rate of 5.89 % at September 30, 2022). The IP Credit Facility matures on July 30, 2027. Backlog Financing Facility and Other: Backlog Financing Facility. In March 2022, as amended in August 2022, certain subsidiaries of the Company entered into a committed secured revolving credit facility (the "Backlog Financing Facility") based on and secured by collateral consisting of certain of the Company's fixed fee or minimum guarantee contracts where cash will be received in the future. The maximum principal amount of the Backlog Financing Facility is $ 175.0 million, subject to the amount of eligible collateral contributed to the facility. Advances under the Backlog Financing Facility bear interest at a rate equal to Term SOFR plus 0.10 % to 0.25 % depending on the SOFR term (i.e., one, three or six months), plus an applicable margin amounting to 1.15 % per annum. The applicable margin is subject to a potential increase to either 1.25 % or 1.50 % based on the weighted average credit quality rating of the collateral contributed to the facility (effective interest rate of 4.29 % at September 30, 2022). The Backlog Financing Facility revolving period ends on May 16, 2025, at which point cash collections from the underlying collateral is used to repay the facility. The facility maturity date is up to 2 years, 90 days after the revolving period ends, currently August 14, 2027. As of September 30, 2022, there was $ 175.0 million outstanding under the Backlog Financing Facility, and there were no amounts available under the Backlog Financing Facility (March 31, 2022 - no amounts outstanding). Other. In June 2022, the Company borrowed $ 118.6 million under a loan agreement which is secured by contracted receivables which are not yet recognized as revenue under certain licensing agreements (the "June 2022 Distribution Loan Agreement"), which was to mature on December 28, 2025, of which $ 18.6 million was repaid during the quarter ended September 30, 2022, and the remaining outstanding amount of $ 100.0 million was repaid on October 3, 2022 (see Note 19 - Subsequent Events). In September 2022, the Company borrowed $ 43.4 million under a loan agreement which matures on March 28, 2026 (the "September 2022 Distribution Loan Agreement", and together with the June 2022 Distribution Loan Agreement, the "Distribution Loan Agreements"). Outstanding loan balances under the Distribution Loan Agreements must be repaid with any cash collections from the underlying collateral if and when received by the Company, and may be voluntarily repaid at any time without prepayment penalty fees. Borrowings under the Distribution Loan Agreements bear interest at a rate 19 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) equal to Term SOFR plus 0.11 %, plus an applicable margin amounting to 1.50 % per annum (effective interest rate of 4.65 % at September 30, 2022). 8. Fair Value Measurements Fair Value Accounting guidance and standards about fair value define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair Value Hierarchy Fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance and standards establish three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. The following table sets forth the assets and liabilities required to be carried at fair value on a recurring basis as of September 30, 2022 and March 31, 2022: September 30, 2022 March 31, 2022 Level 1 Level 2 Total Level 1 Level 2 Total Assets: (Amounts in millions) Equity securities with a readily determinable fair value $ — $ — $ — $ 0.5 $ — $ 0.5 Forward exchange contracts (see Note 17) — 7.9 7.9 — 3.5 3.5 Interest rate swaps (see Note 17) (1) — 51.9 51.9 — 120.1 120.1 Liabilities: Forward exchange contracts (see Note 17) — ( 5.3 ) ( 5.3 ) — ( 2.8 ) ( 2.8 ) Interest rate swaps (see Note 17) — — — — 28.6 28.6 ________________ (1) Amounts at March 31, 2022 exclude $ 88.1 million of financing component of interest rate swaps presented in the table below ( none at September 30, 2022). 20 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following table sets forth the carrying values and fair values of the Company’s outstanding debt, film related financing and other obligations, and interest rate swaps at September 30, 2022 and March 31, 2022: September 30, 2022 March 31, 2022 (Amounts in millions) Carrying Value Fair Value (1) Carrying Value Fair Value (1) (Level 2) (Level 2) Term Loan A $ 434.7 $ 417.3 $ 631.9 $ 625.7 Term Loan B 832.3 805.4 837.5 828.3 5.500 % Senior Notes 949.8 723.7 965.8 962.5 Production Loans 1,439.7 1,444.6 963.7 966.3 Production Tax Credit Facility 232.3 235.0 221.1 224.0 Programming Notes 21.1 21.1 96.4 96.4 Backlog Financing Facility and Other 316.1 318.4 — — IP Credit Facility 158.7 161.9 120.6 123.5 Financing component of interest rate swaps (2) — — 134.0 122.9 ________________ (1) The Company measures the fair value of its outstanding debt and interest rate swaps using discounted cash flow techniques that use observable market inputs, such as LIBOR-based yield curves, swap rates, and credit ratings (Level 2 measurements). (2) Amounts at March 31, 2022 include $ 88.1 million recorded as a reduction of assets under master netting arrangements ( none at September 30, 2022). The Company’s financial instruments also include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, other liabilities, and borrowings under the Revolving Credit Facility, if any. The carrying values of these financial instruments approximated the fair values at September 30, 2022 and March 31, 2022. 9. Noncontrolling Interests Redeemable Noncontrolling Interests The table below presents the reconciliation of changes in redeemable noncontrolling interests: Six Months Ended September 30, 2022 2021 (Amounts in millions) Beginning balance $ 321.2 $ 219.1 Net loss attributable to redeemable noncontrolling interests ( 6.1 ) ( 10.6 ) Noncontrolling interests discount accretion 10.0 12.6 Adjustments to redemption value 20.6 22.2 Cash distributions ( 2.5 ) ( 0.1 ) Ending balance $ 343.2 $ 243.2 Redeemable noncontrolling interests (included in temporary equity on the unaudited condensed consolidated balance sheets) relate to the November 12, 2015 acquisition of a controlling interest in Pilgrim Media Group and the May 29, 2018 acquisition of a controlling interest in 3 Arts Entertainment. 3 Arts Entertainment. The noncontrolling interest holders have a right to put the noncontrolling interest of 3 Arts Entertainment, at fair value, exercisable beginning May 29, 2023, for a 60 day period. Beginning 30 days after the expiration of the exercise period for the put rights held by the noncontrolling interest holders, the Company has a right to call the noncontrolling interest of 3 Arts Entertainment, at fair value, for a 60 day period. 21 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Pilgrim Media Group. Pursuant to an amendment dated April 2, 2021, the put and call rights associated with the Pilgrim Media Group noncontrolling interest were extended and modified, such that the noncontrolling interest holder has a right to put and the Company has a right to call a portion of the noncontrolling interest, equal to 25 % of Pilgrim Media Group, at fair value, exercisable for thirty ( 30 ) days beginning November 12, 2022. In addition, the noncontrolling interest holder has a right to put and the Company has a right to call the remaining amount of noncontrolling interest at fair value, subject to a cap, exercisable for thirty ( 30 ) days beginning November 12, 2024, as amended. Redeemable noncontrolling interests are measured at the greater of (i) the redemption amount that would be paid if settlement occurred at the balance sheet date less the amount attributed to unamortized noncontrolling interest discount if applicable, or (ii) the historical value resulting from the original acquisition date value plus or minus any earnings or loss attribution, plus the amount of amortized noncontrolling interest discount, less the amount of cash distributions that are not accounted for as compensation, if any. The amount of the redemption value in excess of the historical values of the noncontrolling interest, if any, is recognized as an increase to redeemable noncontrolling interest and a charge to retained earnings or accumulated deficit. Other Noncontrolling Interests The Company has other immaterial noncontrolling interests that are not redeemable. 10. Revenue The Company's Motion Picture and Television Production segments generate revenue principally from the licensing of content in domestic theatrical exhibition, home entertainment (e.g., digital media and packaged media), television, and international market places. The Company's Media Networks segment generates revenue primarily from the distribution of the Company's STARZ premium subscription video services. Revenue by Segment, Market or Product Line The table below presents revenues by segment, market or product line for the three and six months ended September 30, 2022 and 2021: 22 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Revenue by Type: Motion Picture Theatrical $ 6.0 $ 16.0 $ 16.9 $ 44.4 Home Entertainment Digital Media 101.9 129.8 231.1 242.0 Packaged Media 13.9 31.2 36.0 65.2 Total Home Entertainment 115.8 161.0 267.1 307.2 Television 51.7 90.9 100.0 141.6 International 45.5 59.3 111.2 122.1 Other 5.0 3.7 7.6 6.8 Total Motion Picture revenues 224.0 330.9 502.8 622.1 Television Production Television 294.2 228.2 595.6 500.4 International 74.4 57.0 153.7 124.4 Home Entertainment Digital Media 42.6 33.2 73.9 57.8 Packaged Media 0.5 1.0 1.4 3.2 Total Home Entertainment 43.1 34.2 75.3 61.0 Other 19.2 16.6 38.6 36.3 Total Television Production revenues 430.9 336.0 863.2 722.1 Media Networks - Programming Revenues Domestic 357.5 358.6 707.1 716.7 International 38.6 26.1 70.2 50.3 396.1 384.7 777.3 767.0 Intersegment eliminations ( 175.8 ) ( 163.8 ) ( 374.2 ) ( 322.2 ) Total revenues $ 875.2 $ 887.8 $ 1,769.1 $ 1,789.0 Remaining performance obligations represent deferred revenue on the balance sheet plus fixed fee or minimum guarantee contracts where the revenue will be recognized and the cash received in the future (i.e., backlog). Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at September 30, 2022 are as follows: Rest of Year Ending March 31, 2023 Year Ending March 31, 2024 2025 Thereafter Total (Amounts in millions) Remaining Performance Obligations $ 798.1 $ 719.8 $ 308.6 $ 245.3 $ 2,071.8 The above table does not include estimates of variable consideration for transactions involving sales or usage-based royalties in exchange for licenses of intellectual property. The revenues included in the above table include all fixed fee contracts regardless of duration. 23 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Revenues of $ 42.4 million and $ 82.2 million, including variable and fixed fee arrangements, were recognized during the three and six months ended September 30, 2022, respectively, from performance obligations satisfied prior to March 31, 2022. These revenues were primarily associated with the distribution of television and theatrical product in electronic sell-through and video-on-demand formats, and to a lesser extent, the distribution of theatrical product in the domestic and international markets related to films initially released in prior periods. Accounts Receivable, Contract Assets and Deferred Revenue The timing of revenue recognition, billings and cash collections affects the recognition of accounts receivable, contract assets and deferred revenue. See the unaudited condensed consolidated balance sheets or Note 18 for accounts receivable, contract assets and deferred revenue balances at September 30, 2022 and March 31, 2022. Accounts Receivable. Accounts receivable are presented net of a provision for doubtful accounts. The Company estimates provisions for accounts receivable based on historical experience for the respective risk categories and current and future expected economic conditions. To assess collectability, the Company analyzes market trends, economic conditions, the aging of receivables and customer specific risks, and records a provision for estimated credit losses expected over the lifetime of the receivables in direct operating expense. The Company performs ongoing credit evaluations and monitors its credit exposure through active review of customers' financial condition, aging of receivable balances, historical collection trends, and expectations about relevant future events that may significantly affect collectability. The Company generally does not require collateral for its trade accounts receivable. Changes in the provision for doubtful accounts consisted of the following: March 31, 2022 (Benefit) provision for doubtful accounts (1) Uncollectible accounts written-off September 30, 2022 (Amounts in millions) Trade accounts receivable $ 11.5 $ ( 1.4 ) $ ( 0.4 ) $ 9.7 _______________________ (1) Represents collections on accounts receivable previously reserved. Contract Assets. Contract assets relate to the Company’s conditional right to consideration for completed performance under the contract (e.g., unbilled receivables). Amounts relate primarily to contractual payment holdbacks in cases in which the Company is required to deliver additional episodes or seasons of television content in order to receive payment, complete certain administrative activities, such as guild filings, or allow the Company's customers' audit rights to expire. Deferred Revenue. Deferred revenue relates primarily to customer cash advances or deposits received prior to when the Company satisfies the corresponding performance obligation. Revenues of $ 31.7 million and $ 130.4 million, respectively, were recognized during the three and six months ended September 30, 2022 related to the balance of deferred revenue at March 31, 2022. 24 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 11. Net Income (Loss) Per Share Basic net income (loss) per share is calculated based on the weighted average common shares outstanding for the period. Basic net income (loss) per share for the three and six months ended September 30, 2022 and 2021 is presented below: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions, except per share amounts) Basic Net Income (Loss) Per Common Share: Numerator: Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders $ ( 1,811.1 ) $ 7.5 $ ( 1,930.1 ) $ ( 37.9 ) Denominator: Weighted average common shares outstanding 227.9 224.4 226.8 223.1 Basic net income (loss) per common share $ ( 7.95 ) $ 0.03 $ ( 8.51 ) $ ( 0.17 ) Diluted net income (loss) per common share reflects share purchase options, including share appreciation rights ("SARs"), restricted share units ("RSUs") and restricted stock using the treasury stock method when dilutive, and any contingently issuable shares when dilutive. Diluted net income (loss) per common share for the three and six months ended September 30, 2022 and 2021 is presented below: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions, except per share amounts) Diluted Net Income (Loss) Per Common Share: Numerator: Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders $ ( 1,811.1 ) $ 7.5 $ ( 1,930.1 ) $ ( 37.9 ) Denominator: Weighted average common shares outstanding 227.9 224.4 226.8 223.1 Effect of dilutive securities: Share purchase options — 1.8 — — Restricted share units and restricted stock — 2.3 — — Adjusted weighted average common shares outstanding 227.9 228.5 226.8 223.1 Diluted net income (loss) per common share $ ( 7.95 ) $ 0.03 $ ( 8.51 ) $ ( 0.17 ) As a result of the net loss in the three and six months ended September 30, 2022, and the six months ended September 30, 2021, the dilutive effect of the share purchase options, restricted share units ("RSUs") and restricted stock, and contingently issuable shares were considered anti-dilutive and, therefore, excluded from diluted net loss per share. The weighted average anti-dilutive shares excluded from the calculation due to the net loss for the three and six months ended September 30, 2022 totaled 2.4 million and 3.1 million, respectively (six months ended September 30, 2021 - 5.7 million). 25 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Additionally, for the three and six months ended September 30, 2022 and 2021, the outstanding common shares issuable presented below were excluded from diluted net income (loss) per common share because their inclusion would have had an anti-dilutive effect regardless of net income or loss in the period. Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Anti-dilutive shares issuable Share purchase options 23.7 18.6 21.7 16.0 Restricted share units 1.8 1.7 1.0 0.9 Other issuable shares 2.6 2.1 2.7 2.0 Total weighted average anti-dilutive shares issuable excluded from diluted net loss per common share 28.1 22.4 25.4 18.9 12. Capital Stock (a) Common Shares The Company had 500 million authorized Class A voting shares and 500 million authorized Class B non-voting shares at September 30, 2022 and March 31, 2022. The table below outlines common shares reserved for future issuance: September 30, 2022 March 31, 2022 (Amounts in millions) Stock options and share appreciation rights (SARs) outstanding 27.2 27.6 Restricted stock and restricted share units — unvested 14.0 7.9 Common shares available for future issuance 8.7 18.4 Shares reserved for future issuance 49.9 53.9 26 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (b) Share-based Compensation The Company recognized the following share-based compensation expense during the three and six months ended September 30, 2022 and 2021: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Compensation Expense: Stock options $ 2.3 $ 2.2 $ 4.0 $ 11.5 Restricted share units and other share-based compensation 23.2 17.1 28.9 40.0 Share appreciation rights 1.1 1.1 1.5 3.4 26.6 20.4 34.4 54.9 Impact of accelerated vesting on equity awards (1) — — 0.6 — Total share-based compensation expense $ 26.6 $ 20.4 $ 35.0 $ 54.9 Tax impact (2) ( 4.7 ) ( 4.3 ) ( 6.3 ) ( 10.9 ) Increase in net loss or reduction in net income $ 21.9 $ 16.1 $ 28.7 $ 44.0 ___________________ (1) Represents the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements. (2) Represents the income tax benefit recognized in the unaudited condensed consolidated statements of operations for share-based compensation arrangements prior to the effects of changes in the valuation allowance. Share-based compensation expense, by expense category, consisted of the following: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Share-Based Compensation Expense: Direct operating $ 0.6 $ 0.5 $ 0.8 $ 0.5 Distribution and marketing 0.2 0.2 0.4 0.3 General and administration 25.8 19.7 33.2 54.1 Restructuring and other — — 0.6 — $ 26.6 $ 20.4 $ 35.0 $ 54.9 27 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following table sets forth the stock option, SARs, restricted stock and restricted share unit activity during the six months ended September 30, 2022: Stock Options and SARs Restricted Stock and Restricted Share Units Class A Voting Shares Class B Non-Voting Shares Class A Voting Shares Class B Non-Voting Shares Number of Shares Weighted-Average Exercise Price Number of Shares Weighted-Average Exercise Price Number of Shares Weighted-Average Grant-Date Fair Value Number of Shares Weighted-Average Grant-Date Fair Value (Number of shares in millions) Outstanding at March 31, 2022 5.4 $ 24.34 22.2 $ 15.36 — (1) $ 11.51 7.9 $ 11.87 Granted — — 0.3 $ 8.97 — (1) 10.27 11.0 $ 9.05 Options exercised or restricted stock or RSUs vested — (1) $ 7.70 ( 0.4 ) $ 10.17 — (1) 11.19 ( 4.7 ) $ 12.22 Forfeited or expired — (1) $ 15.50 ( 0.3 ) $ 21.10 — — ( 0.2 ) $ 10.96 Outstanding at September 30, 2022 5.4 $ 24.40 21.8 $ 15.28 — (1) $ 10.95 14.0 $ 9.54 __________________ (1) Represents less than 0.1 million shares. (c) Share Repurchases During the three and six months ended September 30, 2022 and 2021 the Company did not repurchase any common shares. To date, approximately $ 288.1 million common shares have been repurchased, leaving approximately $ 179.9 million of authorized potential repurchases. 13. Income Taxes The income tax provision for the three months ended September 30, 2022 and 2021 is calculated by estimating the Company's annual effective tax rate (estimated annual tax provision divided by estimated annual income before income taxes), and then applying the effective tax rate to income (loss) before income taxes for the period, plus or minus the tax effects of items that relate discretely to the period, if any. The Company's income tax provision differs from the federal statutory rate multiplied by pre-tax income (loss) due to the mix of the Company's pre-tax income (loss) generated across the various jurisdictions in which the Company operates, changes in the valuation allowance against the Company's deferred tax assets, and certain minimum taxes and foreign withholding taxes. The Company's income tax provision for the three months ended September 30, 2022 was also impacted by an interest accrual on uncertain tax benefits. The Company's income tax provision for the three months ended September 30, 2021 was also impacted by an interest accrual on uncertain tax benefits, and the release of uncertain tax benefits due to the close of audits or expiration of statutory limitations. The Company's income tax provision can be affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which the Company operates, changes in tax laws and regulations in those jurisdictions, changes in uncertain tax positions, changes in valuation allowances on its deferred tax assets, tax planning strategies available to the Company, and other discrete items. 28 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 14. Restructuring and Other Restructuring and other includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable. During the three and six months ended September 30, 2022 and 2021, the Company also incurred certain other unusual charges, which are included in direct operating expense and distribution and marketing expense in the consolidated statements of operations as described below. The following table sets forth restructuring and other and these other unusual charges and the statement of operations line items they are included in for the three and six months ended September 30, 2022 and 2021: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Restructuring and other: Content and other impairments (1) $ 218.8 $ — $ 218.8 $ — Severance (2) Cash 9.6 1.3 12.4 3.8 Accelerated vesting on equity awards (see Note 12) — — 0.6 — Total severance costs 9.6 1.3 $ 13.0 $ 3.8 COVID-19 related charges included in restructuring and other (3) — 0.5 0.1 0.8 Transaction and related costs (4) 4.8 1.7 9.4 2.1 Total Restructuring and Other 233.2 3.5 241.3 6.7 Other unusual charges not included in restructuring and other or the Company's operating segments: Content charges included in direct operating expense (5) 7.2 — 7.2 — COVID-19 related charges (benefit) included in: Direct operating expense (6) ( 6.1 ) ( 1.0 ) ( 7.1 ) 0.5 Distribution and marketing expense — 0.2 — 0.3 Total restructuring and other and other unusual charges not included in restructuring and other $ 234.3 $ 2.7 $ 241.4 $ 7.5 _______________________ (1) For the three months ended September 30, 2022, due to the macro and microeconomic conditions, including the competitive environment, continued inflationary trends and recessionary economies worldwide and its impact on the Company's growth in subscribers worldwide, the Company began a plan to restructure its LIONSGATE+ business (formerly STARZPLAY International). This restructuring includes exiting the business in seven international territories (France, Germany, Italy, Spain, Benelux, the Nordics and Japan). As a result of this restructuring, the Company has recorded charges of $ 213.0 million in the three months ended September 30, 2022 for content impairment of its film group assets in certain international territories. These charges are excluded from segment results and included in restructuring and other in the unaudited condensed consolidated statement of operations. The Company expects to incur additional charges ranging from approximately $ 75 million to $ 100 million in the next six months primarily related to certain contractual content commitments and other items as we fully implement the plan. These amounts also reflect the estimated net future cash expenditures for these charges. In addition, the Company expects future cash expenditures of approximately $ 75 million related to the content charges recorded in the three months ended September 30, 2022. Amounts in the three and six months ended September 30, 2022 also include an impairment of an operating lease right-of-use asset amounting to $ 5.8 million associated with a portion of a facility lease that will no longer be utilized by the Company. The impairment reflects a decline in market conditions since the inception of the lease impacting potential sublease opportunities, and represents the difference between the estimated fair value, which was determined based on the expected discounted future cash flows of the lease asset, and the carrying value. 29 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (2) In connection with the international restructuring described above, the Company has implemented certain cost-saving initiatives both domestically and internationally, and has recorded severance charges of $ 5.9 million in the three months ended September 30, 2022 related to the Media Networks segment. In addition, due to the changes in the marketplace and certain management, and the implementation of certain cost-saving initiatives and the streamlining of operations, the Company recorded additional severance charges of $ 3.7 million primarily related to the Motion Picture segment. (3) Amounts represent certain incremental general and administrative costs associated with the COVID-19 global pandemic, such as costs related to transitioning the Company to a remote-work environment, costs associated with return-to-office safety protocols, and other incremental general and administrative costs associated with the COVID-19 global pandemic. (4) Transaction and related costs in the three and six months ended September 30, 2022 and 2021 reflect transaction, integration and legal costs associated with certain strategic transactions, restructuring activities and legal matters. (5) In connection with certain management changes and changes in the theatrical marketplace in the Motion Picture segment, the Company wrote off approximately $ 7.2 million of development costs as a result of changes in strategy across its theatrical slate. These charges are excluded from segment results and included in amortization of investment in film and television programs in direct operating expense on the unaudited condensed consolidated statement of operations. (6) Amounts reflected in direct operating expense include incremental costs associated with the pausing and restarting of productions including paying/hiring certain cast and crew, maintaining idle facilities and equipment costs resulting from circumstances associated with the COVID-19 global pandemic, net of insurance recoveries of $ 6.9 million and $ 7.9 million, respectively, in the three and six months ended September 30, 2022 (three and six months ended September 30, 2021 - insurance recoveries of $ 2.8 million and $ 8.7 million, respectively). In the three and six months ended September 30, 2022, and the three months ended September 30, 2021, insurance recoveries exceeded the incremental costs expensed in the period, resulting in a net benefit included in direct operating expense. The Company is in the process of seeking additional insurance recovery for some of these costs. The ultimate amount of insurance recovery cannot be estimated at this time. Changes in the restructuring and other severance liability were as follows for the six months ended September 30, 2022 and 2021: Six Months Ended September 30, 2022 2021 (Amounts in millions) Severance liability Beginning balance $ 1.5 $ 5.7 Accruals 12.4 3.8 Severance payments ( 3.8 ) ( 6.5 ) Ending balance (1) $ 10.1 $ 3.0 _______________________ (1) As of September 30, 2022, the remaining severance liability of approximately $ 10.1 million is expected to be paid in the next 12 months. 30 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 15. Segment Information The Company’s reportable segments have been determined based on the distinct nature of their operations, the Company's internal management structure, and the financial information that is evaluated regularly by the Company's chief operating decision maker. The Company has three reportable business segments: (1) Motion Picture, (2) Television Production and (3) Media Networks. We refer to our Motion Picture and Television Production segments collectively as our Studio Business. Studio Business: Motion Picture. Motion Picture consists of the development and production of feature films, acquisition of North American and worldwide distribution rights, North American theatrical, home entertainment and television distribution of feature films produced and acquired, and worldwide licensing of distribution rights to feature films produced and acquired. Television Production. Television Production consists of the development, production and worldwide distribution of television productions including television series, television movies and mini-series, and non-fiction programming. Television Production includes the licensing of Starz original series productions to Starz Networks and LIONSGATE+, and the ancillary market distribution of Starz original productions and licensed product. Additionally, the Television Production segment includes the results of operations of 3 Arts Entertainment. Media Networks Business: Media Networks. Media Networks consists of the following product lines (i) Starz Networks, which includes the domestic distribution of STARZ branded premium subscription video services through over-the-top ("OTT") platforms and U.S. multichannel video programming distributors ("MVPDs") including cable operators, satellite television providers and telecommunication companies (collectively, "Distributors") and on a direct-to-consumer basis through the Starz App and (ii) LIONSGATE+, which represents revenues primarily from the OTT distribution of the STARZ premium subscription video services outside of the U.S. (formerly STARZPLAY International). In the ordinary course of business, the Company's reportable segments enter into transactions with one another. The most common types of intersegment transactions include licensing motion pictures or television programming (including Starz original productions) from the Motion Picture and Television Production segments to the Media Networks segment. While intersegment transactions are treated like third-party transactions to determine segment performance, the revenues (and corresponding expenses, assets, or liabilities recognized by the segment that is the counterparty to the transaction) are eliminated in consolidation and, therefore, do not affect consolidated results. 31 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Segment information is presented in the table below: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Segment revenues Studio Business: Motion Picture $ 224.0 $ 330.9 $ 502.8 $ 622.1 Television Production 430.9 336.0 863.2 722.1 Total Studio Business 654.9 666.9 1,366.0 1,344.2 Media Networks 396.1 384.7 777.3 767.0 Intersegment eliminations ( 175.8 ) ( 163.8 ) ( 374.2 ) ( 322.2 ) $ 875.2 $ 887.8 $ 1,769.1 $ 1,789.0 Intersegment revenues Studio Business: Motion Picture $ 10.2 $ 2.8 $ 13.7 $ 7.2 Television Production 165.6 161.0 360.5 315.0 Total Studio Business 175.8 163.8 374.2 322.2 Media Networks — — — — $ 175.8 $ 163.8 $ 374.2 $ 322.2 Gross contribution Studio Business: Motion Picture $ 78.7 $ 124.5 $ 151.8 $ 193.2 Television Production 23.8 38.0 54.3 51.0 Total Studio Business 102.5 162.5 206.1 244.2 Media Networks 45.1 28.3 31.6 137.6 Intersegment eliminations ( 17.9 ) ( 3.1 ) ( 22.8 ) 5.5 $ 129.7 $ 187.7 $ 214.9 $ 387.3 Segment general and administration Studio Business: Motion Picture $ 23.2 $ 22.7 $ 45.7 $ 47.1 Television Production 10.2 9.5 21.3 19.5 Total Studio Business 33.4 32.2 67.0 66.6 Media Networks 24.1 22.8 47.6 43.9 $ 57.5 $ 55.0 $ 114.6 $ 110.5 Segment profit Studio Business: Motion Picture $ 55.5 $ 101.8 $ 106.1 $ 146.1 Television Production 13.6 28.5 33.0 31.5 Total Studio Business 69.1 130.3 139.1 177.6 Media Networks 21.0 5.5 ( 16.0 ) 93.7 Intersegment eliminations ( 17.9 ) ( 3.1 ) ( 22.8 ) 5.5 $ 72.2 $ 132.7 $ 100.3 $ 276.8 The Company's primary measure of segment performance is segment profit. Segment profit is defined as gross contribution (revenues, less direct operating and distribution and marketing expense) less segment general and administration expenses. Segment profit excludes, when applicable, corporate general and administrative expense, restructuring and other 32 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) costs, share-based compensation, certain programming and content charges as a result of changes in management and/or programming and content strategy, certain charges related to the COVID-19 global pandemic, charges related to Russia's invasion of Ukraine, and purchase accounting and related adjustments. The Company believes the presentation of segment profit is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company's management and enables them to understand the fundamental performance of the Company's businesses. The reconciliation of total segment profit to the Company’s income (loss) before income taxes is as follows: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Company’s total segment profit $ 72.2 $ 132.7 $ 100.3 $ 276.8 Corporate general and administrative expenses ( 24.8 ) ( 24.5 ) ( 47.9 ) ( 48.8 ) Adjusted depreciation and amortization (1) ( 9.7 ) ( 10.8 ) ( 19.7 ) ( 21.0 ) Restructuring and other (2) ( 233.2 ) ( 3.5 ) ( 241.3 ) ( 6.7 ) Goodwill impairment (3) ( 1,475.0 ) — ( 1,475.0 ) — COVID-19 related benefit (charges) included in direct operating expense and distribution and marketing expense (4) 6.1 0.8 7.1 ( 0.8 ) Content charges (5) ( 7.2 ) — ( 7.2 ) — Adjusted share-based compensation expense (6) ( 26.6 ) ( 20.4 ) ( 34.4 ) ( 54.9 ) Purchase accounting and related adjustments (7) ( 49.4 ) ( 44.5 ) ( 97.8 ) ( 94.5 ) Operating income (loss) ( 1,747.6 ) 29.8 ( 1,815.9 ) 50.1 Interest expense ( 57.3 ) ( 44.0 ) ( 103.4 ) ( 85.7 ) Interest and other income 1.8 24.1 3.1 28.0 Other expense ( 5.4 ) ( 2.7 ) ( 10.4 ) ( 4.3 ) Gain (loss) on extinguishment of debt 3.4 ( 0.4 ) 2.1 ( 27.1 ) Gain (loss) on investments ( 3.1 ) 1.5 ( 1.3 ) 1.5 Equity interests income (loss) ( 0.1 ) 0.4 0.8 1.1 Income (loss) before income taxes $ ( 1,808.3 ) $ 8.7 $ ( 1,925.0 ) $ ( 36.4 ) ___________________ (1) Adjusted depreciation and amortization represents depreciation and amortization as presented on our unaudited condensed consolidated statements of operations less the depreciation and amortization related to the non-cash fair value adjustments to property and equipment and intangible assets acquired in recent acquisitions which are included in the purchase accounting and related adjustments line item above, as shown in the table below: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Depreciation and amortization $ 45.2 $ 44.4 $ 87.6 $ 87.8 Less: Amount included in purchase accounting and related adjustments ( 35.5 ) ( 33.6 ) ( 67.9 ) ( 66.8 ) Adjusted depreciation and amortization $ 9.7 $ 10.8 $ 19.7 $ 21.0 (2) Restructuring and other includes restructuring and severance costs, certain transaction and related costs, and certain unusual items, when applicable (see Note 14). (3) Goodwill impairment reflects the impairment charge recorded in the current quarter related to the Media Networks reporting unit (see Note 5). (4) During the three and six months ended September 30, 2022 and the three months ended September 30, 2021, the Company has incurred a net benefit in direct operating expense due to insurance recoveries in excess of the incremental costs expensed in the period (see Note 14). These charges (benefits) are excluded from segment operating results. 33 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (5) Content charges represent certain charges included in direct operating expense in the consolidated statements of operations, and excluded from segment operating results (see Note 14 for further information). (6) The following table reconciles total share-based compensation expense to adjusted share-based compensation expense: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Total share-based compensation expense $ 26.6 $ 20.4 $ 35.0 $ 54.9 Less: Amount included in restructuring and other (i) — — ( 0.6 ) — Adjusted share-based compensation $ 26.6 $ 20.4 $ 34.4 $ 54.9 (i) Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements. (7) Purchase accounting and related adjustments primarily represent the amortization of non-cash fair value adjustments to certain assets acquired in recent acquisitions. These adjustments include the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with the earned distributions related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense. The following sets forth the amounts included in each line item in the financial statements: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Purchase accounting and related adjustments: Direct operating $ 0.7 $ 0.1 $ 0.7 $ 0.5 General and administrative expense 13.2 10.8 29.2 27.2 Depreciation and amortization 35.5 33.6 67.9 66.8 $ 49.4 $ 44.5 $ 97.8 $ 94.5 See Note 10 for revenues by media or product line as broken down by segment for the three and six months ended September 30, 2022 and 2021. The following table reconciles segment general and administration expense to the Company's total consolidated general and administration expense: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) General and administration Segment general and administrative expenses $ 57.5 $ 55.0 $ 114.6 $ 110.5 Corporate general and administrative expenses 24.8 24.5 47.9 48.8 Share-based compensation expense included in general and administrative expense 25.8 19.7 33.2 54.1 Purchase accounting and related adjustments 13.2 10.8 29.2 27.2 $ 121.3 $ 110.0 $ 224.9 $ 240.6 34 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The reconciliation of total segment assets to the Company’s total consolidated assets is as follows: September 30, 2022 March 31, 2022 (Amounts in millions) Assets Motion Picture $ 1,633.6 $ 1,622.6 Television Production 2,030.4 1,978.9 Media Networks 3,134.7 4,706.7 Other unallocated assets (1) 882.4 683.0 $ 7,681.1 $ 8,991.2 _____________________ (1) Other unallocated assets primarily consist of cash, other assets and investments. 16. Contingencies From time to time, the Company is involved in certain claims and legal proceedings arising in the normal course of business. The Company establishes an accrued liability for claims and legal proceedings when the Company determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. As of September 30, 2022, the Company is not a party to any material pending claims or legal proceeding and is not aware of any other claims that it believes could, individually or in the aggregate, have a material adverse effect on the Company's financial position, results of operations or cash flows. Insurance Litigation During the fiscal year ended March 31, 2022, the Company settled with all of the insurers in its previous lawsuits related to insurance reimbursements associated with its previous Starz shareholder litigation settlement, which resulted in a net settlement amount received by the Company of $ 22.7 million. In the three and six months ended September 30, 2021, $ 20.2 million and $ 22.7 million, respectively, of the net settlement amount is included in the “interest and other income” line item on the unaudited condensed consolidated statements of operations. 35 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 17. Derivative Instruments and Hedging Activities Forward Foreign Exchange Contracts The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses and tax credit receivables denominated in various foreign currencies (i.e., cash flow hedges). The Company also enters into forward foreign exchange contracts that economically hedge certain of its foreign currency risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions. Changes in the fair value of the foreign exchange contracts that are designated as hedges are reflected in accumulated other comprehensive income (loss), and changes in the fair value of foreign exchange contracts that are not designated as hedges and do not qualify for hedge accounting are recorded in direct operating expense. Gains and losses realized upon settlement of the foreign exchange contracts that are designated as hedges are amortized to direct operating expense on the same basis as the production expenses being hedged. As of September 30, 2022, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 24 months from September 30, 2022): September 30, 2022 Foreign Currency Foreign Currency Amount US Dollar Amount Weighted Average Exchange Rate Per $1 USD (Amounts in millions) (Amounts in millions) British Pound Sterling 0.9 GBP in exchange for $ 1.2 0.76 GBP Czech Koruna 414.8 CZK in exchange for $ 17.2 24.16 CZK Euro 4.9 EUR in exchange for $ 6.8 0.72 EUR Canadian Dollar 8.5 CAD in exchange for $ 6.7 1.26 CAD Polish Zloty 8.0 PLN in exchange for $ 1.8 4.49 PLN Mexican Peso 61.1 MXN in exchange for $ 3.0 20.11 MXN Interest Rate Swaps The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. The Company’s objective is to mitigate the impact of interest rate changes on earnings and cash flows. The Company primarily uses pay-fixed interest rate swaps to facilitate its interest rate risk management activities, which the Company generally designates as cash flow hedges of interest payments on floating-rate borrowings. Pay-fixed swaps effectively convert floating-rate borrowings to fixed-rate borrowings. The unrealized gains or losses from these designated cash flow hedges are deferred in accumulated other comprehensive income (loss) and recognized in interest expense as the interest payments occur. Changes in the fair value of interest rate swaps that are not designated as hedges are recorded in interest expense (see further explanation below). Cash settlements related to interest rate contracts are generally classified as operating activities on the consolidated statements of cash flows. However, due to a financing component on a portion of our previously outstanding interest rate swaps (see Terminated Swaps, Designated Cash Flow Hedges at March 31, 2022 table below), the cash flows related to these contracts are classified as financing activities through the date of termination. May 2022 Transactions : In May 2022, the Company terminated certain of its interest rate swap contracts with effective dates of May 19, 2020, June 15, 2020 and August 14, 2020, (the "Terminated Swaps"), as presented in the Terminated Swaps tables below. As a result of the terminations, the Company received approximately $ 56.4 million. Simultaneously with the termination of the Terminated Swaps, the Company re-designated all other swaps previously not designated (i.e., swaps with effective dates of May 23, 2018, June 25, 2018, July 31, 2018 and December 24, 2018 (the "Re-designated Swaps")) as cash flow hedges of variable rate debt with an aggregate notional amount of $ 1.4 billion, as presented in the Designated Cash Flow Hedges table below. In addition to the $ 1.4 billion Re-designated Swaps, the Company also has $ 300.0 million of other interest rate swaps designated as cash flow hedges as of September 30, 2022. Accordingly, at September 30, 2022, the Company has a total of $ 1.7 billion of interest rate swaps designated as cash flow hedges (see Designated Cash Flow Hedges table below). 36 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Terminated Swaps: Designated Cash Flow Hedges at March 31, 2022: Effective Date Notional Amount Fixed Rate Paid Maturity Date (1) (in millions) May 19, 2020 $ 700.0 1.923 % March 23, 2030 (2) May 19, 2020 $ 350.0 2.531 % March 23, 2027 (2) June 15, 2020 $ 150.0 2.343 % March 23, 2027 (2) August 14, 2020 $ 200.0 1.840 % March 23, 2030 (2) Total $ 1,400.0 __________________ (1) Subject to a mandatory early termination date of March 23, 2025. (2) These pay-fixed interest rate swaps were considered hybrid instruments with a financing component and an embedded at-market derivative that was designated as a cash flow hedge. Not Designated Cash Flow Hedges at March 31, 2022: Effective Date Notional Amount Fixed Rate Received Maturity Date (in millions) May 19, 2020 $ 700.0 2.915 % March 24, 2025 August 14, 2020 $ 200.0 2.723 % March 23, 2025 May 19, 2020 $ 300.0 2.885 % March 23, 2025 May 19, 2020 $ 50.0 2.744 % March 23, 2025 June 15, 2020 $ 100.0 2.808 % March 23, 2025 June 15, 2020 $ 50.0 2.728 % March 23, 2025 Total $ 1,400.0 The receipt of approximately $ 56.4 million as a result of the termination was recorded as a reduction of the asset values of the derivatives amounting to $ 188.7 million and a reduction of the financing component (debt host) of the Terminated Swaps amounting to $ 131.3 million. At the time of the termination of the Terminated Swaps, there was approximately $ 180.4 million of unrealized gains recorded in accumulated other comprehensive income (loss) related to these Terminated Swaps. This amount will be amortized as a reduction of interest expense through the remaining term of the swaps unless it becomes probable that the cash flows originally hedged will not occur, in which case the proportionate amount of the gain will be recorded as a reduction to interest expense at that time. In addition, the liability amount of $ 6.8 million for the Re-designated Swaps (see Designated Cash Flow Hedges table below) at the re-designation date will be amortized as a reduction of interest expense throughout the remaining term of the Re-designated Swaps, unless it becomes probable that the cash flows originally hedged will not occur, in which case the proportionate amount of the loss will be recorded to interest expense at that time. The receipt of approximately $ 56.4 million was classified in the unaudited condensed consolidated statement of cash flows as cash provided by operating activities of $ 188.7 million reflecting the amount received for the derivative portion of the termination of swaps, and a use of cash in financing activities of $ 134.5 million reflecting the pay down of the financing component of the Terminated Swaps (inclusive of payments made between April 1, 2022 and the termination date amounting to $ 3.2 million). 37 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Designated Cash Flow Hedges. As of September 30, 2022, the Company had the following pay-fixed interest rate swaps which have been designated as cash flow hedges outstanding (all related to the Company's LIBOR-based debt, see Note 6 and Note 7): Effective Date Notional Amount Fixed Rate Paid Maturity Date (in millions) May 23, 2018 $ 300.0 2.915 % March 24, 2025 May 23, 2018 $ 700.0 2.915 % March 24, 2025 (1) June 25, 2018 $ 200.0 2.723 % March 23, 2025 (1) July 31, 2018 $ 300.0 2.885 % March 23, 2025 (1) December 24, 2018 $ 50.0 2.744 % March 23, 2025 (1) December 24, 2018 $ 100.0 2.808 % March 23, 2025 (1) December 24, 2018 $ 50.0 2.728 % March 23, 2025 (1) Total $ 1,700.0 __________________ (1) Represents the Re-designated Swaps as described in the May 2022 Transactions section above that were previously not designated cash flow hedges at March 31, 2022. Financial Statement Effect of Derivatives Unaudited condensed consolidated statements of operations and comprehensive loss: The following table presents the pre-tax effect of the Company's derivatives on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss for the three and six months ended September 30, 2022 and 2021: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Derivatives designated as cash flow hedges: Forward exchange contracts Gain recognized in accumulated other comprehensive income $ 2.1 $ 0.3 $ 1.7 $ 0.2 Gain (loss) reclassified from accumulated other comprehensive income into direct operating expense $ 0.8 $ ( 0.2 ) $ ( 0.1 ) $ ( 0.4 ) Interest rate swaps Gain (loss) recognized in accumulated other comprehensive income $ 44.6 $ 6.5 $ 81.3 $ ( 29.7 ) Loss reclassified from accumulated other comprehensive income into interest expense $ ( 3.2 ) $ ( 3.5 ) $ ( 9.2 ) $ ( 7.2 ) Derivatives not designated as cash flow hedges: Interest rate swaps Loss reclassified from accumulated other comprehensive income into interest expense $ ( 2.2 ) $ ( 8.5 ) $ ( 7.8 ) $ ( 17.0 ) Total direct operating expense on consolidated statements of operations $ 563.5 $ 483.2 $ 1,160.0 $ 969.3 Total interest expense on consolidated statements of operations $ 57.3 $ 44.0 $ 103.4 $ 85.7 Unaudited condensed consolidated balance sheets: The Company classifies its forward foreign exchange contracts and interest rate swap agreements within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (see Note 8). The portion of the swaps reflecting the financing component of the hybrid instrument 38 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) discussed above is recorded at amortized cost and reduced over time based on payments. Pursuant to the Company's accounting policy to offset the fair value amounts recognized for derivative instruments, the Company presents the asset or liability position of the swaps that are with the same counterparty under a master netting arrangement net as either an asset or liability in its unaudited condensed consolidated balance sheets. As of September 30, 2022, there were no swaps outstanding that were subject to a master netting arrangement. As of March 31, 2022, the gross amount of swaps in an asset and liability position that were subject to a master netting arrangement was $ 169.6 million and $ 147.3 million, respectively, resulting in an asset recorded in other assets - non-current of $ 32.0 million and a liability recorded in other liabilities - non-current of $ 9.8 million. As of September 30, 2022 and March 31, 2022, the Company had the following amounts recorded in the accompanying unaudited condensed consolidated balance sheets related to the Company's use of derivatives: September 30, 2022 Other Current Assets Other Non-Current Assets Accounts Payable and Accrued Liabilities Other Non-Current Liabilities (Amounts in millions) Derivatives designated as cash flow hedges: Forward exchange contracts $ 7.9 $ — $ 5.3 $ — Interest rate swaps — 51.9 — — Fair value of derivatives $ 7.9 $ 51.9 $ 5.3 $ — March 31, 2022 Other Current Assets Other Non-Current Assets Accounts Payable and Accrued Liabilities Other Non-Current Liabilities (Amounts in millions) Derivatives designated as cash flow hedges: Forward exchange contracts $ 3.5 $ — $ 2.8 $ — Interest rate swaps — 109.1 — ( 39.4 ) Derivatives not designated as cash flow hedges: Interest rate swaps (1) — ( 77.1 ) — 56.8 Fair value of derivatives $ 3.5 32.0 $ 2.8 17.4 ________________ (1) Includes $ 88.1 million and $ 46.0 million included in other non-current assets and other non-current liabilities, respectively, representing the financing element of certain hybrid instruments, which was offset by the pay-variable receive-fixed interest rate swaps outstanding at March 31, 2022. As of September 30, 2022, based on the current release schedule, the Company estimates approximately less than $ 0.1 million of gains associated with forward foreign exchange contract cash flow hedges in accumulated other comprehensive income will be reclassified into earnings during the one-year period ending September 30, 2023. As of September 30, 2022, the Company estimates approximately $ 10.1 million of gains recorded in accumulated other comprehensive income associated with interest rate swap agreement cash flow hedges will be reclassified into interest expense during the one-year period ending September 30, 2023. 18. Additional Financial Information The following tables present supplemental information related to the unaudited condensed consolidated financial statements. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the unaudited condensed consolidated balance sheet to the total amounts reported in the unaudited condensed consolidated statement of cash 39 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) flows at September 30, 2022 and March 31, 2022. At September 30, 2022 and March 31, 2022, restricted cash represents primarily amounts related to required cash reserves for interest payments associated with the Production Tax Credit Facility, IP Credit Facility and Backlog Financing Facility. September 30, 2022 March 31, 2022 (Amounts in millions) Cash and cash equivalents $ 557.1 $ 371.2 Restricted cash included in other current assets 26.0 13.4 Restricted cash included in other non-current assets 16.3 — Total cash, cash equivalents and restricted cash $ 599.4 $ 384.6 Other Assets The composition of the Company’s other assets is as follows as of September 30, 2022 and March 31, 2022: September 30, 2022 March 31, 2022 (Amounts in millions) Other current assets Prepaid expenses and other $ 58.3 $ 62.5 Restricted cash 26.0 13.4 Contract assets 57.5 40.5 Tax credits receivable 103.1 128.3 $ 244.9 $ 244.7 Other non-current assets Prepaid expenses and other $ 7.5 $ 10.5 Restricted cash 16.3 — Accounts receivable 35.1 39.0 Contract assets 11.5 9.3 Tax credits receivable 371.5 316.1 Operating lease right-of-use assets 158.6 170.7 Interest rate swap assets 51.9 32.0 $ 652.4 $ 577.6 Accounts Receivable Monetization Under the Company's accounts receivable monetization programs, the Company has entered into (1) individual agreements to monetize certain of its trade accounts receivable directly with third-party purchasers and (2) a revolving agreement to monetize designated pools of trade accounts receivable with various financial institutions, as further described below. Under these programs, the Company transfers receivables to purchasers in exchange for cash proceeds, and the Company continues to service the receivables for the purchasers. The Company accounts for the transfers of these receivables as a sale, removes (derecognizes) the carrying amount of the receivables from its balance sheets and classifies the proceeds received as cash flows from operating activities in the statements of cash flows. The Company records a loss on the sale of these receivables reflecting the net proceeds received (net of any obligations incurred), less the carrying amount of the receivables transferred. The loss is reflected in the "other expense" line item on the unaudited condensed consolidated statements of operations. The Company receives fees for servicing the accounts receivable for the purchasers, which represent the fair value of the services and were immaterial for the three and six months ended September 30, 2022 and 2021. 40 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Individual Monetization Agreements. The Company enters into individual agreements to monetize trade accounts receivable. The third-party purchasers have no recourse to other assets of the Company in the event of non-payment by the customers. The following table sets forth a summary of the receivables transferred under individual agreements or purchases during the three and six months ended September 30, 2022 and 2021: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Carrying value of receivables transferred and derecognized $ 333.5 $ 407.2 $ 670.8 $ 747.6 Net cash proceeds received 328.3 404.9 662.0 743.4 Loss recorded related to transfers of receivables 5.2 2.3 8.8 4.2 At September 30, 2022, the outstanding amount of receivables derecognized from the Company's unaudited condensed consolidated balance sheets, but which the Company continues to service, related to the Company's individual agreements to monetize trade accounts receivable was $ 434.8 million (March 31, 2022 - $ 460.5 million). Pooled Monetization Agreement. In December 2019, the Company entered into a revolving agreement, as amended in September 2022, to transfer up to $ 150.0 million of certain receivables to various financial institutions on a recurring basis in exchange for cash equal to the gross receivables transferred, which expires July 31, 2023. As customers pay their balances, the Company transfers additional receivables into the program. The transferred receivables are fully guaranteed by a bankruptcy-remote wholly-owned subsidiary of the Company, which holds additional receivables in the amount of $ 78.1 million as of September 30, 2022 that are pledged as collateral under this agreement. The third-party purchasers have no recourse to other assets of the Company in the event of non-payment by the customers. The following table sets forth a summary of the receivables transferred under the pooled monetization agreement during the three and six months ended September 30, 2022 and 2021: Three Months Ended Six Months Ended September 30, September 30, 2022 2021 2022 2021 (Amounts in millions) Gross cash proceeds received for receivables transferred and derecognized $ 37.9 $ 52.3 $ 98.7 $ 91.4 Less amounts from collections reinvested under revolving agreement ( 26.0 ) ( 34.6 ) ( 50.1 ) ( 63.9 ) Proceeds from new transfers 11.9 17.7 48.6 27.5 Collections not reinvested and remitted or to be remitted ( 7.0 ) ( 21.2 ) ( 23.8 ) ( 33.5 ) Net cash proceeds received (paid or to be paid) (1) $ 4.9 $ ( 3.5 ) $ 24.8 $ ( 6.0 ) Carrying value of receivables transferred and derecognized (2) $ 37.8 $ 51.7 $ 96.9 $ 90.7 Obligations recorded $ 0.4 $ 1.0 $ 3.4 $ 0.9 Loss recorded related to transfers of receivables $ 0.3 $ 0.4 $ 1.6 $ 0.2 ___________________ (1) In addition, during the six months ended September 30, 2022, the Company repurchased $ 20.9 million of receivables previously transferred, as separately agreed upon with the third-party purchasers, in order to monetize such receivables under the individual monetization program discussed above without being subject to the collateral requirements under the pooled monetization program. (2) Receivables net of unamortized discounts on long-term, non-interest bearing receivables. At September 30, 2022, the outstanding amount of receivables derecognized from the Company's unaudited condensed consolidated balance sheet, but which the Company continues to service, related to the pooled monetization agreement was approximately $ 83.4 million (March 31, 2022 - $ 79.5 million). 41 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in the components of accumulated other comprehensive income (loss), net of tax: Foreign currency translation adjustments Net unrealized gain (loss) on cash flow hedges Total (Amounts in millions) March 31, 2022 $ ( 19.7 ) $ 49.0 $ 29.3 Other comprehensive income (loss) ( 7.1 ) 83.0 75.9 Reclassifications to net loss (1) — 17.1 17.1 September 30, 2022 $ ( 26.8 ) $ 149.1 $ 122.3 March 31, 2021 $ ( 15.1 ) $ ( 68.2 ) $ ( 83.3 ) Other comprehensive income (loss) ( 1.0 ) ( 29.5 ) ( 30.5 ) Reclassifications to net loss (1) — 24.6 24.6 September 30, 2021 $ ( 16.1 ) $ ( 73.1 ) $ ( 89.2 ) ___________________ (1) Represents a loss of $ 0.1 million included in direct operating expense and a loss of $ 17.0 million included in interest expense on the unaudited condensed consolidated statement of operations in the six months ended September 30, 2022 (six months ended September 30, 2021 - loss of $ 0.4 million included in direct operating expense and loss of $ 24.2 million included in interest expense) (see Note 17). Supplemental Cash Flow Information Significant non-cash transactions during the six months ended September 30, 2022 and 2021 include certain interest rate swap agreements, which are discussed in Note 17, "Derivative Instruments and Hedging Activities". There were no significant non-cash financing activities for the six months ended September 30, 2022 and 2021. The supplemental schedule of non-cash investing activities is presented below: Six Months Ended September 30, 2022 2021 (Amounts in millions) Non-cash investing activities: Accrued equity-method investment $ — $ 19.0 42 Table of Contents LIONS GATE ENTERTAINMENT CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 19. Subsequent Events On October 3, 2022, the Company repaid the remaining outstanding amount of $ 100.0 million under the June 2022 Distribution Loan Agreement, which was to mature on December 28, 2025 (see Note 7). 43 Table of Contents