SEC Comment Letter 0000000000-23-003181 to STARZ ENTERTAINMENT CORP /CN/ (STRZ)
STARZ ENTERTAINMENT CORP /CN/
Date: March 29, 2023 · CIK: 0000929351 · Accession: 0000000000-23-003181
AI Filing Summary & Sentiment
File numbers found in text: 001-14880
Letter
United States securities and exchange commission logo March 29, 2023 James Barge Chief Financial Officer Lions Gate Entertainment Corp. 250 Howe Street, 20th Floor Vancouver, British Columbia V6C 3R8 Re:Lions Gate Entertainment Corp. Form 10-K for Fiscal Year Ended March 31, 2022 Filed May 26, 2022 Item 2.02 Form 8-K dated February 9, 2023 Response dated March 23, 2023 File No. 001-14880 Dear James Barge : We have reviewed your March 23, 2023 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 14, 2023 letter. Item 2.02 Form 8-K dated February 9, 2023 Exhibit 99.1 Use of Non-GAAP Financial Measures, page 12 1.We note your response to comment 7 and related disclosure on pages 12 and 16. The compensation expenses related to 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 earned distributions related to 3 Arts Entertainment appear to be normal and recurring expenses necessary to your operations and revenue generating activities. Please revise your presentation to remove such adjustments from your non-GAAP measure reconciliations. Alternatively, tell us in
FirstName LastNameJames Barge Comapany NameLions Gate Entertainment Corp. March 29, 2023 Page 2 FirstName LastName James Barge Lions Gate Entertainment Corp. March 29, 2023 Page 2 greater detail why these adjustments are appropriate. Refer to Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Reconciliation of Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders..., page 18 2.We read your response to comment 8. Your non-GAAP adjustment for deferred tax valuation allowance removes the effects of the valuation allowance from your GAAP tax provision and appears to change your income taxes recognition method, resulting in an individually tailored accounting. Please remove this adjustment from your reconciliation of Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
March 29, 2023
James Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Re:Lions Gate Entertainment Corp.
Form 10-K for Fiscal Year Ended March 31, 2022
Filed May 26, 2022
Item 2.02 Form 8-K dated February 9, 2023
Response dated March 23, 2023
File No. 001-14880
Dear James Barge :
We have reviewed your March 23, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
March 14, 2023 letter.
Item 2.02 Form 8-K dated February 9, 2023
Exhibit 99.1
Use of Non-GAAP Financial Measures, page 12
1.We note your response to comment 7 and related disclosure on pages 12 and 16. The
compensation expenses related to 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 earned distributions related to 3 Arts
Entertainment appear to be normal and recurring expenses necessary to your operations
and revenue generating activities. Please revise your presentation to remove such
adjustments from your non-GAAP measure reconciliations. Alternatively, tell us in
FirstName LastNameJames Barge
Comapany NameLions Gate Entertainment Corp.
March 29, 2023 Page 2
FirstName LastName
James Barge
Lions Gate Entertainment Corp.
March 29, 2023
Page 2
greater detail why these adjustments are appropriate. Refer to Question 100.01 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Reconciliation of Net Income (Loss) Attributable to Lions Gate Entertainment Corp.
Shareholders..., page 18
2.We read your response to comment 8. Your non-GAAP adjustment for deferred tax
valuation allowance removes the effects of the valuation allowance from your GAAP tax
provision and appears to change your income taxes recognition method, resulting in an
individually tailored accounting. Please remove this adjustment from your reconciliation
of Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders. Refer
to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services