Part I. Financial Information [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited financial statements for Q2 2025 reflect the company's post-separation financial position, showing a net loss of $42.5 million and increased cash [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in millions) | Account | June 30, 2025 | March 31, 2025 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $51.6 | $17.8 | | Programming content, net | $1,092.7 | $1,096.3 | | Total assets | $2,091.6 | $2,173.2 | | **Liabilities & Equity** | | | | Programming related payables | $378.1 | $101.8 | | Debt | $611.7 | $699.9 | | Total liabilities | $1,379.3 | $1,406.8 | | Total equity | $712.3 | $766.4 | | Total liabilities and equity | $2,091.6 | $2,173.2 | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Consolidated Statement of Operations Highlights (in millions, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Total revenue | $319.7 | $347.6 | | Operating (loss) income | $(26.9) | $10.1 | | Net (loss) income from continuing operations | $(42.5) | $1.1 | | Basic and diluted net (loss) income per common share - continuing operations | $(2.54) | $0.07 | [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statement of Cash Flows Highlights (in millions) | Cash Flow Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $65.4 | $(33.5) | | Net cash provided by (used in) investing activities | $75.2 | $(71.6) | | Net cash (used in) provided by financing activities | $(106.8) | $93.3 | | **Net change in cash and cash equivalents** | **$33.8** | **$(11.8)** | | Cash and cash equivalents – end of period | $51.6 | $25.2 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) - On May 6, 2025, Old Lionsgate completed the separation of its LG Studios Business from the Starz Business, resulting in two separate public companies: Starz Entertainment Corp. and Lionsgate Studios Corp. (New Lionsgate)[34](index=34&type=chunk) - For accounting purposes, New Lionsgate is considered the divesting entity, and Starz is the divested entity; Starz's pre-separation financial information is prepared on a carve-out basis from Old Lionsgate's records[36](index=36&type=chunk) - The company's Board of Directors approved a change in the fiscal year end from March 31 to December 31, effective starting with the year ending December 31, 2025[59](index=59&type=chunk) - In connection with the separation, Starz entered into a new credit agreement for a **$300.0 million** term loan and a **$150.0 million** revolving credit facility[53](index=53&type=chunk)[71](index=71&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the 8.0% revenue decline and $26.9 million operating loss, attributing it to lower subscribers and higher costs, partially offset by reduced marketing, with liquidity supported by new credit facilities [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Consolidated Results of Operations (in millions) | Metric | Q2 2025 | Q2 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | $319.7 | $347.6 | (8.0)% | | Operating (Loss) Income | $(26.9) | $10.1 | (366.3)% | | Net (Loss) Income from Continuing Operations | $(42.5) | $1.1 | (3,963.6)% | - Consolidated revenue decreased by **$27.9 million (8.0%) YoY**, driven by declines in both linear revenue (**$14.6 million**) and OTT revenue (**$13.3 million**) due to lower subscriber numbers[215](index=215&type=chunk)[218](index=218&type=chunk) Subscriber Data (in millions) | Subscriber Type | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total Domestic Subscribers | 17.59 | 18.93 | | Total Canada Subscribers | 1.49 | 2.37 | | **Total Starz Networks Subscribers** | **19.08** | **21.30** | | International OTT Subscribers | — | 2.60 | | **Total Starz Subscribers** | **19.08** | **23.90** | - Advertising and marketing expenses decreased by **$19.3 million (23.3%) YoY**, primarily due to increased efficiency in marketing operations and lower overall spend[215](index=215&type=chunk)[225](index=225&type=chunk) - Programming amortization increased by **$14.6 million (9.9%) YoY**, attributed to the premieres of new original series like *Black Mafia Family Season 4*[215](index=215&type=chunk)[220](index=220&type=chunk)[222](index=222&type=chunk) - General and administrative expenses rose by **$2.5 million (9.4%) YoY**, reflecting additional costs incurred as a standalone public company post-separation[215](index=215&type=chunk)[229](index=229&type=chunk) [Non-GAAP Measures](index=40&type=section&id=Non-GAAP%20Measures) Reconciliation of Operating (Loss) Income to Adjusted OIBDA (in millions) | Line Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Operating (loss) income | $(26.9) | $10.1 | | Depreciation and amortization | $48.7 | $41.6 | | Restructuring and other | $6.4 | $(0.6) | | Share-based compensation expense | $5.2 | $5.2 | | **Adjusted OIBDA** | **$33.4** | **$56.3** | - Starz Networks Adjusted OIBDA decreased by **$23.9 million** to **$33.4 million** in Q2 2025, down from **$57.3 million** in Q2 2024, primarily due to lower revenue and higher programming costs, partially offset by reduced marketing spend[243](index=243&type=chunk)[245](index=245&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) - Post-separation, the company's primary liquidity sources are cash from operations, a new **$300 million** Term Loan A, and a new **$150 million** senior secured revolving credit facility[248](index=248&type=chunk) - As of June 30, 2025, the company had cash and cash equivalents of **$51.6 million**, compared to **$17.8 million** at the beginning of the period[246](index=246&type=chunk) Material Cash Requirements from Known Contractual Obligations (as of June 30, 2025, in millions) | Obligation | Total | Next 12 Months | Beyond 12 Months | | :--- | :--- | :--- | :--- | | **On-Balance Sheet** | | | | | Term Loan A | $300.0 | $— | $300.0 | | 5.5% Senior Notes | $325.1 | $— | $325.1 | | Programming related obligations | $88.2 | $88.2 | $— | | **Off-Balance Sheet** | | | | | Programming related obligations commitments | $419.2 | $260.1 | $159.1 | | Interest payments | $181.5 | $42.1 | $139.4 | | **Total** | **$1,820.7** | **$814.5** | **$1,006.2** | [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks from interest rate and foreign currency fluctuations using derivative instruments like forward foreign exchange contracts and interest rate swaps - The company's main market risks are from interest rate changes on its variable-rate debt and foreign currency fluctuations[283](index=283&type=chunk) - Starz uses forward foreign exchange contracts to hedge production costs denominated in British Pounds[284](index=284&type=chunk) - The company has entered into **$150.0 million** worth of pay-fixed interest rate swaps to convert its floating-rate borrowings to fixed-rate borrowings, managing interest rate risk[285](index=285&type=chunk)[286](index=286&type=chunk) [Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2025, despite material changes from a new ERP system and post-separation control implementation - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[291](index=291&type=chunk) - A new enterprise resource planning (ERP) system was implemented during the quarter, which changed the company's internal control over financial reporting[292](index=292&type=chunk) - New controls were implemented for processes that were previously performed by the former parent company, Old Lionsgate[292](index=292&type=chunk) Part II. Other Information [Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in normal course legal proceedings, not expected to materially impact financial position, with details in Note 16 - Starz is involved in legal proceedings arising from the normal course of business but does not expect them to have a material adverse effect[294](index=294&type=chunk) - Further details on legal matters, including a lawsuit filed by former noteholders, are provided in Note 16, Contingencies[156](index=156&type=chunk)[294](index=294&type=chunk) [Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) No material changes were reported to the risk factors previously disclosed in the Annual Report on Form 10-K for FY2025 - No material changes were reported to the risk factors from the Annual Report on Form 10-K for the fiscal year ended March 31, 2025[295](index=295&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not purchase any of its common shares during the three months ended June 30, 2025 - No common shares were purchased by the company during the three months ended June 30, 2025[296](index=296&type=chunk) [Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including separation agreements, credit agreements, and CEO/CFO certifications

[Q2 2025 Earnings Release](index=1&type=section&id=Q2%202025%20Earnings%20Release) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) For the quarter ended June 30, 2025, Starz Entertainment Corp. reported a net loss of $42.5 million on revenues of $319.7 million, generating an Adjusted OIBDA of $33.4 million despite an operating loss of $26.9 million, with management reiterating its outlook for sequential revenue and OTT subscriber growth for the remainder of 2025 | Metric | Value | | :--- | :--- | | Revenue | $319.7 Million | | Operating Loss | $(26.9) Million | | Net Loss | $(42.5) Million | | Net Loss Per Share | $(2.54) | | Adjusted OIBDA | $33.4 Million | - Management reaffirms its forecast for sequential growth in both revenue and OTT subscribers in the third and fourth quarters of 2025[2](index=2&type=chunk) [Management Commentary](index=1&type=section&id=Management%20Commentary) CEO Jeffrey Hirsch highlighted significant progress since becoming a standalone company, citing strong audience resonance with its content strategy, evidenced by the successful premiere of 'Outlander: Blood of my Blood', with the company focused on returning to revenue growth, improving margins, and increasing free cash flow conversion, supported by a compelling content slate and an improved cost structure - The premiere of 'Outlander: Blood of my Blood' achieved the **third-highest subscriber additions** for a series premiere in the company's history, indicating a successful content strategy[3](index=3&type=chunk) - Key strategic objectives include returning to revenue growth, improving margins, and increasing the conversion of Adjusted OIBDA to free cash flow[3](index=3&type=chunk) [Operational and Financial Position](index=1&type=section&id=Operational%20and%20Financial%20Position) As of June 30, 2025, STARZ had total net debt of $573.5 million and a Total Adjusted OIBDA Leverage Ratio of 3.2x, experiencing a sequential decline in subscribers, with total U.S. subscribers decreasing by 410,000 to 17.6 million, primarily due to pressures on linear subscribers and lower OTT additions | Metric | Value | | :--- | :--- | | Term Loan A Outstanding | $300.0 Million | | Senior Unsecured Notes | $325.1 Million | | Cash | $51.6 Million | | Total Net Debt | $573.5 Million | | Total Adjusted OIBDA Leverage Ratio (TTM) | 3.2x | | Subscriber Category | Q2 2025 Count | Sequential Decline | | :--- | :--- | :--- | | U.S. OTT Subscribers | 12.2 Million | 120,000 | | Total U.S. Subscribers | 17.6 Million | 410,000 | | Total North American Subscribers | 19.1 Million | 520,000 | [Financial Statements](index=3&type=section&id=Financial%20Statements) [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, Starz reported total assets of $2.09 billion, a decrease from $2.17 billion at the end of the prior quarter, with total liabilities also decreasing slightly to $1.38 billion from $1.41 billion, reflecting shifts in accounts like 'Due from/to LG Studios Business' following the company's separation | Balance Sheet Item | June 30, 2025 (in millions) | March 31, 2025 (in millions) | | :--- | :--- | :--- | | Cash and cash equivalents | $51.6 | $17.8 | | Total current assets | $123.2 | $170.5 | | Total assets | $2,091.6 | $2,173.2 | | Total current liabilities | $677.1 | $622.5 | | Debt | $611.7 | $699.9 | | Total liabilities | $1,379.3 | $1,406.8 | | Total equity | $712.3 | $766.4 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended June 30, 2025, Starz reported a total revenue of $319.7 million, down from $347.6 million in the same period last year, posting an operating loss of $26.9 million, a significant shift from an operating income of $10.1 million year-over-year, consequently resulting in a net loss of $42.5 million, compared to a net income of $4.2 million in Q2 2024 | Income Statement Item | Q2 2025 (in millions) | Q2 2024 (in millions) | | :--- | :--- | :--- | | OTT revenue | $221.1 | $234.4 | | Linear and other revenue | $98.6 | $113.2 | | **Total revenue** | **$319.7** | **$347.6** | | Total expenses | $346.6 | $337.5 | | **Operating (loss) income** | **$(26.9)** | **$10.1** | | **Net (loss) income** | **$(42.5)** | **$4.2** | | **Basic and diluted net (loss) income per share** | **$(2.54)** | **$0.26** | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) In Q2 2025, Starz generated $65.4 million in cash from operating activities, a significant improvement from a $33.5 million use of cash in the prior-year quarter, with net cash used in financing activities totaling $106.8 million, primarily due to a distribution to New Lionsgate upon separation, ending the quarter with $51.6 million in cash and cash equivalents, an increase of $33.8 million during the period | Cash Flow Activity | Q2 2025 (in millions) | Q2 2024 (in millions) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $65.4 | $(33.5) | | Net cash provided by (used in) investing activities | $75.2 | $(71.6) | | Net cash (used in) provided by financing activities | $(106.8) | $93.3 | | **Net change in cash and cash equivalents** | **$33.8** | **$(11.8)** | | **Cash and cash equivalents – end of period** | **$51.6** | **$25.2** | [Supplemental Information](index=6&type=section&id=Supplemental%20Information) [Reconciliation of Operating Income (Loss) to Adjusted OIBDA](index=6&type=section&id=Reconciliation%20of%20Operating%20Income%20(Loss)%20to%20Adjusted%20OIBDA) The company provides a reconciliation from the GAAP measure of Operating Income (Loss) to the non-GAAP measure of Adjusted OIBDA, where for Q2 2025, an operating loss of $26.9 million was adjusted for items like depreciation, amortization, and restructuring costs to arrive at an Adjusted OIBDA of $33.4 million, with the trailing twelve months ended June 30, 2025, showing an Adjusted OIBDA of $178.6 million | Reconciliation Item (in millions) | Q2 2025 | Trailing Twelve Months | | :--- | :--- | :--- | | Operating income (loss) | $(26.9) | $(207.3) | | Depreciation and amortization | $48.7 | $177.4 | | Restructuring and other | $6.4 | $191.1 | | Adjusted share-based compensation expense | $5.2 | $17.5 | | **Adjusted OIBDA** | **$33.4** | **$178.6** | - Restructuring and other costs for Q2 2025 totaled **$6.4 million**, which included **$4.5 million** in transaction costs related to strategic activities and **$2.2 million** for a one-time modification of equity awards connected to the Separation[16](index=16&type=chunk)[17](index=17&type=chunk) [Subscriber Data](index=8&type=section&id=Subscriber%20Data) Starz experienced a decline in its total subscriber base over the past year, with total Starz Networks subscribers standing at 19.08 million as of June 30, 2025, down from 21.30 million a year prior, a decline observed in both OTT and linear segments across the U.S. and Canada, with linear subscribers showing a more pronounced downward trend | Subscriber Category (in millions) | 6/30/2025 | 3/31/2025 | 6/30/2024 | | :--- | :--- | :--- | :--- | | **Total Domestic Subscribers** | **17.59** | **18.00** | **18.93** | | - Domestic OTT Subscribers | 12.18 | 12.30 | 12.44 | | - Domestic Linear Subscribers | 5.41 | 5.70 | 6.49 | | **Total Starz Networks Subscribers** | **19.08** | **19.60** | **21.30** | [Use of Non-GAAP Financial Measures](index=9&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) Starz utilizes non-GAAP financial measures, such as Adjusted OIBDA and Adjusted OIBDA Leverage Ratio, to evaluate its operating performance, defining Adjusted OIBDA as operating income adjusted for depreciation, amortization, adjusted share-based compensation, and restructuring costs, as management believes these metrics provide useful information to investors by eliminating items that may not reflect the fundamental performance of the business - Adjusted OIBDA is defined as operating income (loss) adjusted for depreciation, amortization, adjusted share-based compensation, restructuring costs, and other unusual items[25](index=25&type=chunk) - Adjusted OIBDA Leverage Ratio is defined as Net Corporate Debt divided by Adjusted OIBDA for the trailing twelve-month period[26](index=26&type=chunk) - The company uses these non-GAAP measures to assess performance, believing they eliminate non-fundamental, infrequent, or non-cash expenses, which is a common practice in the entertainment industry[27](index=27&type=chunk)[28](index=28&type=chunk)

Group 1 - STARZ will report its second quarter financial results for calendar 2025 on August 14, 2025 [1] - Senior management will hold an analyst and investor call at 2:00 PM PT/5:00 PM ET on the same day to discuss the results [1] - A live audio webcast will be available, with a full replay accessible later that evening [1] Group 2 - STARZ is a leading premium entertainment destination targeting women and underrepresented audiences [2] - The company offers a diverse programming mix, including original series and blockbuster movies, under the brand positioning "We're All Adults Here" [2] - STARZ is available across various digital OTT platforms and multichannel video distributors, and is recognized for its advanced technology and data analytics capabilities [2]

Cash Flow and Debt Obligations - Starz's cash flow from operations is expected to be significantly dedicated to principal and interest payments, impacting its ability to meet debt obligations [147]. - Starz may face substantial liquidity problems if cash flows and capital resources are insufficient to fund debt service obligations [148]. - Starz's subsidiaries may not be able to make distributions to enable the company to meet its debt obligations [149]. Interest Rate Exposure - A 1% increase in interest rates would decrease the fair value of the 5.5% Senior Notes by approximately $21.2 million [347]. - A quarter point increase in interest rates on the outstanding principal amount of programming notes would result in a $0.2 million increase in annual net interest expense [346]. - Starz's variable interest rate programming notes incur SOFR-based interest at a weighted average rate of approximately 6.51% [346]. - Starz's exposure to interest rate risk is primarily from borrowings under credit facilities, which are expected to be at variable rates [345]. Corporate Indebtedness and Covenants - The agreements governing Starz's corporate indebtedness impose restrictive covenants that limit its operational flexibility [151]. Financial Condition Risks - Changes in tax laws could adversely affect Starz's financial condition and results of operations [155]. - As of March 31, 2025, Starz's 5.5% Senior Notes had an outstanding carrying value of $699.9 million and an estimated fair value of $623.7 million [347].

[PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for the nine months ended December 31, 2024, report a net loss of $259.5 million and total assets of $7.17 billion, reflecting key strategic transactions Condensed Consolidated Statements of Operations Highlights (Nine Months Ended Dec 31) | Metric | 2024 (in millions) | 2023 (in millions) | | :--- | :--- | :--- | | **Revenues** | $2,753.8 | $2,899.1 | | **Operating Loss** | $(34.1) | $(877.9) | | **Net Loss** | $(259.5) | $(1,066.8) | | **Net Loss Attributable to Shareholders** | $(244.7) | $(1,063.5) | | **Diluted Net Loss Per Share** | $(1.03) | $(4.56) | Condensed Consolidated Balance Sheets Highlights | Metric | Dec 31, 2024 (in millions) | Mar 31, 2024 (in millions) | | :--- | :--- | :--- | | **Total Current Assets** | $1,070.9 | $1,463.5 | | **Total Assets** | $7,167.3 | $7,092.7 | | **Total Current Liabilities** | $3,399.6 | $3,992.1 | | **Total Liabilities** | $7,323.7 | $7,279.9 | | **Total Equity (Deficit)** | $(256.1) | $(310.5) | Condensed Consolidated Statements of Cash Flows Highlights (Nine Months Ended Dec 31) | Metric | 2024 (in millions) | 2023 (in millions) | | :--- | :--- | :--- | | **Net Cash Used In Operating Activities** | $(359.7) | $401.4 (Provided) | | **Net Cash Used In Investing Activities** | $(46.3) | $(365.5) | | **Net Cash Provided By (Used In) Financing Activities** | $292.4 | $(17.4) | [Note 2. Acquisitions](index=12&type=section&id=Note%202.%20Acquisitions) The company completed a business combination with SEAC on May 13, 2024, establishing Lionsgate Studios and generating $330.0 million, in addition to other film library and eOne acquisitions - On May 13, 2024, the Studio Business combined with SEAC, creating the publicly traded 'Lionsgate Studios Corp.' (Nasdaq: LION), with Lionsgate retaining an **87.8% ownership stake**[45](index=45&type=chunk) - The business combination generated gross proceeds of approximately **$330.0 million**, with net proceeds of **$278.2 million** used to partially pay down Term Loan A and Term Loan B[47](index=47&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - On December 27, 2023, the company acquired the Entertainment One (eOne) television and film business from Hasbro for approximately **$373.1 million** in cash[55](index=55&type=chunk) - On June 5, 2024, the company invested **$35.0 million** for a **51% interest** in CP LG Library Holdings, LLC, which acquired a library of 46 films, and will consolidate this entity[41](index=41&type=chunk) [Note 6. Debt](index=19&type=section&id=Note%206.%20Debt) Total corporate debt increased to $2.60 billion as of December 31, 2024, reflecting the payoff of Term Loan B and the establishment of new IP-backed credit facilities Corporate Debt Summary (in millions) | Debt Instrument | Dec 31, 2024 (in millions) | Mar 31, 2024 (in millions) | | :--- | :--- | :--- | | Revolving Credit Facility | $390.0 | $575.0 | | Term Loan A | $314.4 | $399.3 | | Term Loan B | $— | $819.2 | | 5.5% Senior Notes | $715.0 | $715.0 | | eOne IP Credit Facility | $331.5 | $— | | LG IP Credit Facility | $850.0 | $— | | **Total Corporate Debt** | **$2,600.9** | **$2,508.5** | - In November 2024, the company fully paid off the Term Loan B facility, due in March 2025[90](index=90&type=chunk)[107](index=107&type=chunk) - The company entered into two new IP-backed credit facilities: the eOne IP Credit Facility (max **$340.0 million**) maturing in July 2029, and the LG IP Credit Facility (max **$850.0 million**) maturing in September 2029[103](index=103&type=chunk)[104](index=104&type=chunk) [Note 10. Revenue](index=27&type=section&id=Note%2010.%20Revenue) Total revenues for the nine months ended December 31, 2024, decreased to $2.75 billion, primarily due to a decline in Media Networks revenue, with remaining performance obligations at $1.76 billion Revenue by Segment (Nine Months Ended Dec 31, in millions) | Segment | 2024 (in millions) | 2023 (in millions) | | :--- | :--- | :--- | | Motion Picture | $1,063.3 | $1,245.6 | | Television Production | $1,062.5 | $860.7 | | Media Networks | $1,041.5 | $1,214.9 | | Intersegment eliminations | $(413.5) | $(422.1) | | **Total Revenues** | **$2,753.8** | **$2,899.1** | - Remaining performance obligations, including deferred revenue and backlog, totaled **$1.76 billion** as of December 31, 2024[147](index=147&type=chunk) [Note 14. Restructuring and Other](index=33&type=section&id=Note%2014.%20Restructuring%20and%20Other) Restructuring and other costs significantly decreased to $71.9 million for the nine months ended December 31, 2024, primarily due to lower content impairment charges from Media Networks restructuring Restructuring and Other Costs (Nine Months Ended Dec 31, in millions) | Category | 2024 (in millions) | 2023 (in millions) | | :--- | :--- | :--- | | Content and other impairments | $17.1 | $317.4 | | Severance | $26.2 | $41.3 | | Transaction and other costs | $28.6 | $12.3 | | **Total** | **$71.9** | **$371.0** | - The Media Networks restructuring plan, involving exiting most international territories, has resulted in cumulative impairment charges of **$735.1 million** through December 31, 2024[176](index=176&type=chunk) - Subsequent to quarter-end, the company removed additional programming from its domestic Starz platform with a carrying value of approximately **$77.4 million**, expected to result in a charge in Q4 fiscal 2025[178](index=178&type=chunk) [Note 15. Segment Information](index=34&type=section&id=Note%2015.%20Segment%20Information) Total segment profit for the nine months ended December 31, 2024, decreased to $335.5 million, primarily driven by lower profitability in the Media Networks segment Segment Profit (Nine Months Ended Dec 31, in millions) | Segment | 2024 (in millions) | 2023 (in millions) | | :--- | :--- | :--- | | Motion Picture | $172.5 | $237.1 | | Television Production | $96.0 | $94.1 | | **Total Studio Business** | **$268.5** | **$331.2** | | Media Networks | $109.5 | $184.1 | | Intersegment eliminations | $(42.5) | $(43.8) | | **Total Segment Profit** | **$335.5** | **$471.5** | - Total segment profit of **$335.5 million** is reconciled to a loss before income taxes of **$243.5 million**, after deducting items including corporate G&A (**$89.9 million**), restructuring (**$71.9 million**), and adjusted share-based compensation (**$54.1 million**)[198](index=198&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the ongoing separation of Studio and STARZ businesses, the Lionsgate Studios business combination, and Media Networks restructuring, noting a 5.0% consolidated revenue decrease for the nine-month period [Overview](index=47&type=section&id=Overview) The company is advancing its plan to separate the Studio Business from STARZ, following the May 2024 Lionsgate Studios business combination, while Media Networks undergoes significant international restructuring - The company is proceeding with a plan to fully separate its Studio Business (Lionsgate Studios Corp.) from its STARZ business, subject to board approval and other conditions[253](index=253&type=chunk) - The Media Networks restructuring plan, involving exiting all international territories except Canada and India, has resulted in cumulative impairment charges of **$735.1 million** through December 31, 2024[259](index=259&type=chunk) [Results of Operations](index=55&type=section&id=Results%20of%20Operations) Q3 consolidated revenues were flat at $970.5 million, with Television Production growth offsetting declines in Motion Picture and Media Networks, leading to a 5.0% nine-month revenue decrease Q3 FY25 vs Q3 FY24 Revenue by Segment (in millions) | Segment | Q3 FY25 (in millions) | Q3 FY24 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Motion Picture | $309.2 | $443.2 | (30.2)% | | Television Production | $404.6 | $248.4 | 62.9% | | Media Networks | $344.5 | $417.2 | (17.4)% | | **Total Revenues** | **$970.5** | **$975.1** | **(0.5)%** | Q3 FY25 vs Q3 FY24 Segment Profit (in millions) | Segment | Q3 FY25 (in millions) | Q3 FY24 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Motion Picture | $83.6 | $100.4 | (16.7)% | | Television Production | $60.9 | $8.1 | 651.9% | | Media Networks | $24.9 | $85.5 | (70.9)% | | **Total Segment Profit** | **$176.7** | **$182.0** | **(2.9)%** | - Motion Picture revenue declined due to a difficult comparison with the prior year's quarter, which included the successful theatrical release of *The Hunger Games: The Ballad of Songbirds & Snakes*[319](index=319&type=chunk)[355](index=355&type=chunk) - Television Production revenue surged primarily due to the inclusion of approximately **$114.3 million** in revenue from the recently acquired eOne business[320](index=320&type=chunk) - Media Networks revenue and profit fell sharply due to the exit from most international territories and a decline in domestic linear subscribers, partially offset by OTT price increases[321](index=321&type=chunk)[380](index=380&type=chunk)[384](index=384&type=chunk) [Liquidity and Capital Resources](index=86&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by operations, debt, and business combination proceeds, with $200.5 million in cash and sufficient resources to meet obligations for the next 12 months - Primary sources of cash include operations, corporate debt, film obligations, and the recent business combination which provided gross proceeds of approximately **$330.0 million**[455](index=455&type=chunk)[456](index=456&type=chunk) - The company had **$200.5 million** in cash and cash equivalents and **$860.0 million** available under its **$1.25 billion** Revolving Credit Facility as of December 31, 2024[455](index=455&type=chunk)[88](index=88&type=chunk) - For the nine months ended December 31, 2024, cash used in operating activities was **$359.7 million**, a significant shift from **$401.4 million** provided by operations in the prior year, driven by higher investment in film and television programs[484](index=484&type=chunk) - Total material cash requirements from contractual obligations are estimated at **$6.68 billion**, with **$2.44 billion** due in the next 12 months[475](index=475&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=92&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are interest rate and foreign currency fluctuations, with a 0.25% interest rate change impacting annual net interest expense by $6.0 million on corporate debt - The company is exposed to interest rate risk through its variable-rate debt, including the Senior Credit Facilities and new IP Credit Facilities[490](index=490&type=chunk) - A **0.25%** change in interest rates would result in a **$6.0 million** change in annual net interest expense on corporate debt and a **$1.6 million** change on film-related obligations[490](index=490&type=chunk)[491](index=491&type=chunk) [Controls and Procedures](index=94&type=section&id=Item%204.%20Controls%20and%20Procedures) As of December 31, 2024, management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2024[499](index=499&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the quarter ended December 31, 2024[500](index=500&type=chunk) [PART II — OTHER INFORMATION](index=95&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Legal Proceedings](index=95&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, none of which are expected to have a material adverse effect on its financial condition or results - The company is not a party to any material pending legal proceedings expected to have a material adverse effect on its financial condition[208](index=208&type=chunk)[503](index=503&type=chunk) [Risk Factors](index=95&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024 - No material changes to risk factors were reported since the last Annual Report on Form 10-K[505](index=505&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=95&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No common shares were repurchased during the three months ended December 31, 2024, with $179.9 million remaining authorized for future repurchases - No common shares were repurchased during the three months ended December 31, 2024[507](index=507&type=chunk) - Approximately **$179.9 million** remains available for future repurchases under the company's authorized share repurchase plan[506](index=506&type=chunk) [Exhibits](index=96&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including supplemental indentures, credit agreements, and certifications by the CEO and CFO as required by the Sarbanes-Oxley Act - Exhibits filed include supplemental indentures for debt, various credit agreements, and CEO/CFO certifications pursuant to Sarbanes-Oxley Sections 302 and 906[512](index=512&type=chunk)

[Lionsgate and Lionsgate Studios Report Results for Third Quarter Fiscal 2025](index=1&type=section&id=Lionsgate%20and%20Lionsgate%20Studios%20Report%20Results%20for%20Third%20Quarter%20Fiscal%202025) This report details the financial and operational performance of Lionsgate and Lionsgate Studios for the third quarter of fiscal year 2025 [Financial Highlights](index=1&type=section&id=Financial%20Highlights) Lionsgate's Q3 FY2025 highlights include **$970.5 million** revenue, **$21.9 million** net loss, and **$144.2 million** Adjusted OIBDA Lionsgate Q3 FY2025 Key Financial Metrics | Metric | Value (in millions USD) | | :--- | :--- | | Revenue | $970.5 | | Operating Income | $35.8 | | Net Loss Attributable to Shareholders | $(21.9) | | Diluted Net Loss Per Share | $(0.09) | | Adjusted Net Income Attributable to Shareholders | $68.4 | | Adjusted Diluted Net Income Per Share | $0.28 | | Adjusted OIBDA | $144.2 | - Trailing 12-month library revenue reached a record **$954 million**, marking a **22% increase** from the prior year quarter[2](index=2&type=chunk)[4](index=4&type=chunk) - CEO Jon Feltheimer highlighted the strong quarterly performance amidst a challenging environment, noting record library performance, profitability in mid-budget films, a strong television portfolio, and a return to domestic OTT subscriber growth for STARZ on a sequential basis[4](index=4&type=chunk) [Segment Performance Overview](index=1&type=section&id=Segment%20Performance%20Overview) Studio Business revenue grew **3%** to **$713.8 million**, Adjusted OIBDA surged **45%** to **$112.0 million** Studio Business Performance (Q3 FY2025 vs Q3 FY2024) | Metric | Q3 FY2025 (in millions USD) | Q3 FY2024 (in millions USD) | Change | | :--- | :--- | :--- | :--- | | Revenue | $713.8 | ~$693.0 (implied) | +3% | | Adjusted OIBDA | $112.0 | $77.4 | +45% | - The Motion Picture segment's revenue and profit decreased due to a difficult comparison with the prior year's quarter, which included major theatrical releases like *The Hunger Games: The Ballad of Songbirds and Snakes* and *Saw X*[6](index=6&type=chunk) - The Television Production segment experienced significant growth, with revenue up **63% to $404.6 million** and a substantial increase in segment profit to **$60.9 million**. This was attributed to more episodic deliveries, library content licensing, and recovery from last year's industry strikes[7](index=7&type=chunk) - Media Networks' North American revenue slightly decreased to **$341.9 million**, and segment profit fell to **$25.7 million** due to higher content amortization. However, North American OTT subscribers grew by **170,000** sequentially[8](index=8&type=chunk) [Lions Gate Entertainment Corp. Financials](index=4&type=section&id=Lions%20Gate%20Entertainment%20Corp.%20Financials) This section presents the consolidated financial statements and segment performance for Lions Gate Entertainment Corp [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) Lionsgate's consolidated financials show **$7.17 billion** total assets, a **$21.9 million** net loss, and **$118.9 million** operating cash outflow [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) This chapter presents the consolidated balance sheet data for the specified periods Consolidated Balance Sheet Highlights (in millions USD) | Account | Dec 31, 2024 | Mar 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $200.5 | $314.0 | | Total current assets | $1,070.9 | $1,463.5 | | Total assets | $7,167.3 | $7,092.7 | | Debt - short term portion | $119.0 | $860.3 | | Debt (long-term) | $2,441.8 | $1,619.7 | | Total liabilities | $7,323.7 | $7,279.9 | | Total equity (deficit) | $(256.1) | $(310.5) | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) This chapter outlines the consolidated statements of operations for the specified periods Consolidated Statement of Operations (Three Months Ended Dec 31, in millions USD) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Revenues | $970.5 | $975.1 | | Operating income (loss) | $35.8 | $(43.5) | | Net loss attributable to shareholders | $(21.9) | $(106.6) | | Diluted net loss per common share | $(0.09) | $(0.45) | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This chapter details the consolidated statements of cash flows for the specified periods Consolidated Statement of Cash Flows (Three Months Ended Dec 31, in millions USD) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash Provided By (Used In) Operating Activities | $(118.9) | $71.1 | | Net Cash Used In Investing Activities | $(3.1) | $(334.0) | | Net Cash Provided By Financing Activities | $92.8 | $324.4 | [Segment Information](index=7&type=section&id=Segment%20Information) Lionsgate's segments show Studio Business revenue of **$713.8 million** and profit of **$144.5 million** [Segment Revenue and Profit](index=7&type=section&id=Segment%20Revenue%20and%20Profit) This chapter provides a breakdown of segment revenue and profit for the specified periods Segment Performance (Three Months Ended Dec 31, in millions USD) | Segment | Revenue 2024 | Revenue 2023 | Profit 2024 | Profit 2023 | | :--- | :--- | :--- | :--- | :--- | | Motion Picture | $309.2 | $443.2 | $83.6 | $100.4 | | Television Production | $404.6 | $248.4 | $60.9 | $8.1 | | **Total Studio Business** | **$713.8** | **$691.6** | **$144.5** | **$108.5** | | Media Networks | $344.5 | $417.2 | $24.9 | $85.5 | [Media Networks Subscriber Data](index=10&type=section&id=Media%20Networks%20Subscriber%20Data) This chapter presents subscriber data for the Media Networks segment Starz North America Subscribers (in millions) | Date | OTT Subscribers | Linear Subscribers | Total | | :--- | :--- | :--- | :--- | | 9/30/24 | 12.40 | 7.75 | 20.15 | | 12/31/24 | 12.57 | 7.36 | 19.93 | - Total global subscribers, including STARZPLAY Arabia and excluding territories being exited, decreased to **24.57 million** as of December 31, 2024, down from **25.66 million** in the previous quarter and **27.92 million** in the prior year[40](index=40&type=chunk)[43](index=43&type=chunk) [Non-GAAP Financial Measures and Reconciliations](index=11&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Reconciliations) GAAP operating income of **$35.8 million** adjusted to **$144.2 million** Adjusted OIBDA, net loss to **$68.4 million** Adjusted Net Income [Reconciliation of Operating Income to Adjusted OIBDA](index=11&type=section&id=Reconciliation%20of%20Operating%20Income%20to%20Adjusted%20OIBDA) This chapter reconciles GAAP operating income to Adjusted OIBDA Reconciliation to Adjusted OIBDA (Q3 FY2025, in millions USD) | Line Item | Amount | | :--- | :--- | | **Operating income** | **$35.8** | | Restructuring and other | $43.3 | | Purchase accounting and related adjustments | $38.3 | | Adjusted share-based compensation expense | $18.4 | | Other adjustments | $8.4 | | **Adjusted OIBDA** | **$144.2** | [Reconciliation of Net Loss to Adjusted Net Income](index=14&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20Adjusted%20Net%20Income) This chapter reconciles GAAP net loss to Adjusted Net Income Reconciliation to Adjusted Net Income (Q3 FY2025, in millions USD) | Line Item | Amount | | :--- | :--- | | **Reported Net Loss Attributable to Shareholders** | **$(21.9)** | | Restructuring and other | $43.3 | | Purchase accounting and related adjustments | $38.3 | | Adjusted share-based compensation expense | $18.4 | | Other adjustments (net) | $(9.7) | | **Adjusted Net Income Attributable to Shareholders** | **$68.4** | [Reconciliation of Operating Cash Flow to Adjusted Free Cash Flow](index=15&type=section&id=Reconciliation%20of%20Operating%20Cash%20Flow%20to%20Adjusted%20Free%20Cash%20Flow) This chapter reconciles operating cash flow to Adjusted Free Cash Flow Reconciliation to Adjusted Free Cash Flow (Q3 FY2025, in millions USD) | Line Item | Amount | | :--- | :--- | | **Net Cash Flows Used In Operating Activities** | **$(118.9)** | | Capital expenditures | $(5.4) | | Net borrowings of production and related loans | $124.3 | | Other adjustments | $12.8 | | **Adjusted Free Cash Flow** | **$12.8** | - The company defines and uses non-GAAP measures such as **Adjusted OIBDA**, **Adjusted Free Cash Flow**, and **Adjusted Net Income** to evaluate operating performance by excluding items like restructuring costs, share-based compensation, and purchase accounting adjustments[66](index=66&type=chunk)[67](index=67&type=chunk)[73](index=73&type=chunk) [Lionsgate Studios Corp. Financial Information](index=21&type=section&id=Lionsgate%20Studios%20Corp.%20Financial%20Information) This section provides the standalone financial statements and segment performance for Lionsgate Studios Corp [Consolidated Financial Statements (Lionsgate Studios)](index=23&type=section&id=Consolidated%20Financial%20Statements%20(Lionsgate%20Studios)) Lionsgate Studios reported **$5.37 billion** total assets, **$713.8 million** revenue, and **$49.6 million** operating income [Consolidated Balance Sheets (Lionsgate Studios)](index=23&type=section&id=Consolidated%20Balance%20Sheets%20(Lionsgate%20Studios)) This chapter presents the consolidated balance sheet data for Lionsgate Studios for the specified periods Lionsgate Studios Balance Sheet Highlights (in millions USD) | Account | Dec 31, 2024 | Mar 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $186.2 | $277.0 | | Total assets | $5,374.5 | $5,103.0 | | Total liabilities | $6,324.6 | $6,129.9 | | Total equity (deficit) | $(1,049.8) | $(1,150.2) | [Consolidated Statements of Operations (Lionsgate Studios)](index=24&type=section&id=Consolidated%20Statements%20of%20Operations%20(Lionsgate%20Studios)) This chapter outlines the consolidated statements of operations for Lionsgate Studios for the specified periods Lionsgate Studios Statement of Operations (Three Months Ended Dec 31, in millions USD) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Total revenues | $713.8 | $691.6 | | Operating income | $49.6 | $7.3 | | Net income attributable to shareholders | $6.4 | $(41.1) | | Diluted net income per common share | $0.02 | $(0.16) | [Consolidated Statements of Cash Flows (Lionsgate Studios)](index=25&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20(Lionsgate%20Studios)) This chapter details the consolidated statements of cash flows for Lionsgate Studios for the specified periods Lionsgate Studios Statement of Cash Flows (Three Months Ended Dec 31, in millions USD) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash Provided By (Used In) Operating Activities | $(163.0) | $128.2 | | Net Cash Provided By (Used In) Investing Activities | $1.0 | $(317.8) | | Net Cash Provided By Financing Activities | $137.4 | $267.8 | [Segment Information (Lionsgate Studios)](index=27&type=section&id=Segment%20Information%20(Lionsgate%20Studios)) Lionsgate Studios' Q3 FY25 saw Television Production revenue of **$404.6 million** (**63%** increase), with total segment profit of **$144.5 million** Lionsgate Studios Segment Performance (Three Months Ended Dec 31, in millions USD) | Segment | Revenue 2024 | Revenue 2023 | Profit 2024 | Profit 2023 | | :--- | :--- | :--- | :--- | :--- | | Motion Picture | $309.2 | $443.2 | $83.6 | $100.4 | | Television Production | $404.6 | $248.4 | $60.9 | $8.1 | | **Total Segment Profit** | | | **$144.5** | **$108.5** | [Non-GAAP Financial Measures and Reconciliations (Lionsgate Studios)](index=29&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Reconciliations%20(Lionsgate%20Studios)) Lionsgate Studios' GAAP operating income of **$49.6 million** adjusted to **$112.0 million** Adjusted OIBDA, net income to **$62.8 million** [Reconciliation of Operating Income to Adjusted OIBDA (Lionsgate Studios)](index=29&type=section&id=Reconciliation%20of%20Operating%20Income%20to%20Adjusted%20OIBDA%20(Lionsgate%20Studios)) This chapter reconciles Lionsgate Studios' GAAP operating income to Adjusted OIBDA Lionsgate Studios Reconciliation to Adjusted OIBDA (Q3 FY2025, in millions USD) | Line Item | Amount | | :--- | :--- | | **Operating income** | **$49.6** | | Restructuring and other | $40.9 | | Adjusted share-based compensation expense | $14.3 | | Corporate general and administrative expenses | $28.4 | | Other adjustments | $11.6 | | **Total Segment Profit** | **$144.5** | | Less: Corporate G&A and Unallocated Rent | $(32.5) | | **Adjusted OIBDA** | **$112.0** | [Reconciliation of Net Income to Adjusted Net Income (Lionsgate Studios)](index=32&type=section&id=Reconciliation%20of%20Net%20Income%20to%20Adjusted%20Net%20Income%20(Lionsgate%20Studios)) This chapter reconciles Lionsgate Studios' GAAP net income to Adjusted Net Income Lionsgate Studios Reconciliation to Adjusted Net Income (Q3 FY2025, in millions USD) | Line Item | Amount | | :--- | :--- | | **Reported Net Income Attributable to Shareholders** | **$6.4** | | Restructuring and other | $40.9 | | Adjusted share-based compensation expense | $14.3 | | Other adjustments (net) | $1.2 | | **Adjusted Net Income Attributable to Shareholders** | **$62.8** | [Reconciliation of Operating Cash Flow to Adjusted Free Cash Flow (Lionsgate Studios)](index=33&type=section&id=Reconciliation%20of%20Operating%20Cash%20Flow%20to%20Adjusted%20Free%20Cash%20Flow%20(Lionsgate%20Studios)) This chapter reconciles Lionsgate Studios' operating cash flow to Adjusted Free Cash Flow Lionsgate Studios Reconciliation to Adjusted Free Cash Flow (Q3 FY2025, in millions USD) | Line Item | Amount | | :--- | :--- | | **Net Cash Flows Used In Operating Activities** | **$(163.0)** | | Capital expenditures | $(1.3) | | Net borrowings of production and related loans | $116.4 | | Payments on transaction costs | $1.9 | | **Adjusted Free Cash Flow** | **$(46.0)** | - Lionsgate Studios uses non-GAAP measures like **Adjusted OIBDA** and **Adjusted Free Cash Flow** to evaluate performance, excluding items such as restructuring costs, purchase accounting, and share-based compensation to provide a view consistent with management's perspective[126](index=126&type=chunk)[127](index=127&type=chunk)[133](index=133&type=chunk)

```markdown [PART I — FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, and cash flows, for the period ended September 30, 2024 [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position with total assets of **$7.15 billion** and an improved equity deficit as of September 30, 2024 Condensed Consolidated Balance Sheet Highlights (in millions) | Balance Sheet Item | Sep 30, 2024 | Mar 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $229.6 | $314.0 | | Investment in films and television programs, net | $3,284.8 | $2,762.2 | | Total Assets | **$7,146.8** | **$7,092.7** | | **Liabilities & Equity** | | | | Total Debt (Short & Long Term) | $2,460.3 | $2,480.0 | | Total Liabilities | $7,271.7 | $7,279.9 | | Total Equity (Deficit) | **$(224.6)** | **$(310.5)** | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Presents revenues and a significantly reduced net loss for the three months ended September 30, 2024, driven by the absence of prior-year impairment charges Consolidated Statement of Operations Summary (in millions, except per share data) | Metric | Q2 2024 | Q2 2023 | Six Months 2024 | Six Months 2023 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $948.6 | $1,015.5 | $1,783.3 | $1,924.1 | | Operating Loss | $(88.6) | $(817.5) | $(69.8) | $(834.3) | | Net Loss | $(177.8) | $(887.9) | $(240.9) | $(959.4) | | Net Loss Attributable to Shareholders | $(163.3) | $(886.2) | $(222.7) | $(956.9) | | Basic & Diluted EPS | $(0.68) | $(3.79) | $(0.94) | $(4.12) | - The significant reduction in operating and net loss year-over-year is primarily attributable to a **$663.9 million** goodwill and intangible asset impairment charge and a **$222.1 million** restructuring charge recorded in the three months ended September 30, 2023, which were not repeated in the current period[18](index=18&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Details cash flows for the six months ended September 30, 2024, showing net cash used in operations and cash provided by financing activities Consolidated Cash Flow Summary (Six Months Ended, in millions) | Cash Flow Activity | Sep 30, 2024 | Sep 30, 2023 | | :--- | :--- | :--- | | Net Cash Provided By (Used In) Operating Activities | $(240.9) | $330.3 | | Net Cash Flows Used In Investing Activities | $(43.2) | $(31.5) | | Net Cash Flows Provided By (Used In) Financing Activities | $199.7 | $(341.9) | | **Net Change In Cash, Cash Equivalents and Restricted Cash** | **$(84.4)** | **$(43.1)** | - A key financing event was the sale of a noncontrolling interest in Lionsgate Studios Corp., which generated **$283.1 million** in cash proceeds[29](index=29&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Details significant accounting policies, key business events, debt composition, and segment performance for the reporting period [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, key business developments, and liquidity, focusing on the proposed Studio and STARZ business separation [Overview](index=45&type=section&id=Overview) Outlines core operations and strategic initiatives, including the proposed separation of Lionsgate Studios and STARZ, and Media Networks restructuring - The company is pursuing a separation of its Studio Business (Lionsgate Studios) from its STARZ business to create two distinct publicly traded companies[242](index=242&type=chunk) - On May 13, 2024, the Studio Business combined with Screaming Eagle Acquisition Corp. (SEAC), resulting in Lionsgate Studios Corp. becoming a separate publicly traded company (NASDAQ: LION) This transaction generated approximately **$330.0 million** in gross proceeds for Lionsgate[243](index=243&type=chunk)[245](index=245&type=chunk) - The Media Networks restructuring plan continued, involving the exit from all international territories except Canada and India This resulted in net recoveries of content impairment charges of **$4.3 million** in Q2 2024, compared to charges of **$211.6 million** in Q2 2023[248](index=248&type=chunk)[249](index=249&type=chunk) [Results of Operations](index=53&type=section&id=Results%20of%20Operations) Compares financial results for the three and six-month periods, highlighting decreased consolidated revenue, mixed Studio Business performance, and a narrowed net loss Consolidated Revenue and Operating Loss (Three Months Ended) | Metric | Q2 2024 (in millions) | Q2 2023 (in millions) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $948.6 | $1,015.5 | (6.6)% | | Operating Loss | $(88.6) | $(817.5) | 89.2% improvement | Segment Profit (Three Months Ended) | Segment | Q2 2024 (in millions) | Q2 2023 (in millions) | Change (%) | | :--- | :--- | :--- | :--- | | Studio Business | $27.0 | $130.7 | (79.3)% | | Media Networks | $27.2 | $66.6 | (59.2)% | | **Total Segment Profit** | **$15.6** | **$173.5** | **(91.0)%** | - Motion Picture segment profit fell **96.1%** to **$2.6 million**, driven by the negative contribution from the theatrical slate, including *Borderlands*, which had higher relative costs[344](index=344&type=chunk)[354](index=354&type=chunk) - Television Production revenue grew **5.8%**, boosted by **$111.1 million** from the eOne acquisition, but segment profit declined **61.4%** due to a less favorable content mix compared to the prior year[309](index=309&type=chunk)[357](index=357&type=chunk) - Media Networks revenue decreased **16.7%**, primarily due to exiting international territories Total Starz subscribers were **23.20 million**, down from **26.58 million** in the prior year[311](index=311&type=chunk)[371](index=371&type=chunk) [Liquidity and Capital Resources](index=83&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses liquidity sources, cash position, and capital resources, including proceeds from the Business Combination and total contractual obligations - Primary sources of cash include operations, corporate debt, film financing, and accounts receivable monetization Cash and cash equivalents stood at **$229.6 million** as of September 30, 2024[449](index=449&type=chunk) - The Business Combination that formed Lionsgate Studios provided gross proceeds of approximately **$330.0 million**, which were used to partially repay Term Loan A and Term Loan B[450](index=450&type=chunk) Cash Flow Summary (Six Months Ended, in millions) | Cash Flow Activity | Sep 30, 2024 | Sep 30, 2023 | | :--- | :--- | :--- | | Net Cash From Operating Activities | $(240.9) | $330.3 | | Net Cash From Investing Activities | $(43.2) | $(31.5) | | Net Cash From Financing Activities | $199.7 | $(341.9) | Material Cash Requirements from Contractual Obligations (as of Sep 30, 2024, in millions) | Obligation Category | Total | Next 12 Months | Beyond 12 Months | | :--- | :--- | :--- | :--- | | On-Balance Sheet Arrangements | $5,034.4 | $2,276.4 | $2,758.0 | | Off-Balance Sheet Arrangements | $1,532.2 | $645.3 | $886.9 | | **Total** | **$6,566.6** | **$2,921.7** | **$3,644.9** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=89&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Details market risks from interest rate and foreign currency fluctuations, and the use of derivative instruments to manage these exposures - The company is exposed to interest rate risk through its variable-rate debt, including Senior Credit Facilities and film-related obligations[484](index=484&type=chunk) - A **0.25%** change in interest rates would impact annual net interest expense on corporate debt by **$1.7 million** and costs related to film obligations by **$4.9 million**[484](index=484&type=chunk)[485](index=485&type=chunk) - The company utilizes interest rate swaps to convert a portion of its variable-rate debt to fixed-rate, with a total notional amount of **$1.92 billion** in swaps outstanding as of September 30, 2024[487](index=487&type=chunk)[489](index=489&type=chunk) [Item 4. Controls and Procedures](index=91&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with ongoing integration of the eOne business's internal controls - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the quarter[492](index=492&type=chunk) - The company is integrating the internal controls of the acquired eOne business, which began on December 27, 2023 No other material changes to internal control over financial reporting occurred during the quarter[493](index=493&type=chunk) [PART II — OTHER INFORMATION](index=92&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=92&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, none of which are expected to have a material adverse effect on its financial position or results - The company states it is not a party to any material pending legal proceedings that would have a material adverse effect on its financial condition[203](index=203&type=chunk)[496](index=496&type=chunk) [Item 1A. Risk Factors](index=92&type=section&id=Item%201A.%20Risk%20Factors) Highlights new material risks, primarily related to the proposed separation of Studio and STARZ businesses and a noteholder lawsuit challenging a prior transaction - A new risk factor concerns the proposed separation of the Studio and STARZ businesses, which is complex and may be delayed, not completed, or occur on less favorable terms than expected[499](index=499&type=chunk) - The company faces a lawsuit from holders of its 5.500% Senior Notes who allege a breach of the indenture following a note exchange The plaintiffs are seeking to nullify the transaction and obtain an injunction against the proposed separation[501](index=501&type=chunk)[502](index=502&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=93&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports no common share repurchases during the quarter, with a remaining authorized amount under the share repurchase program - No common shares were repurchased by the company during the third quarter of 2024[505](index=505&type=chunk) - There is approximately **$179.9 million** remaining under the authorized share repurchase plan[504](index=504&type=chunk) ```

Washington, D.C. 20549 ____________________________________________________________________________________________________ Form 10-Q ____________________________________________________________________________________________________ Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHAN ...

Part I [Item 1. Business](index=7&type=section&id=Item%201.%20Business) Lionsgate operates through its Studio Business and Media Networks, with the Studio segment recently spun off as Lionsgate Studios - The company is structured into three reportable business segments: Motion Picture, Television Production, and Media Networks, with the first two collectively known as the **Studio Business**[26](index=26&type=chunk) - On May 13, 2024, the company launched its Studio Business as a separate publicly traded entity, Lionsgate Studios Corp. (NASDAQ: LION), retaining an **87.2% ownership stake**[27](index=27&type=chunk)[92](index=92&type=chunk)[94](index=94&type=chunk) FY2024 Revenue Contribution by Segment | Segment | Revenue Contribution (%) | | :--- | :--- | | Motion Picture | 41.2% | | Television Production | 33.1% | | Media Networks | 39.2% | | Intersegment Eliminations | (13.6)% | [Studio Business: Motion Picture](index=9&type=section&id=Studio%20Business%3A%20Motion%20Picture) The Motion Picture segment generates revenue from theatrical and home entertainment, leveraging a 20,000+ title library and mitigating production risks - In fiscal year 2024, the company theatrically released **26 films** in the U.S[36](index=36&type=chunk) - Key theatrical releases in fiscal 2024 included *The Hunger Games: The Ballad of Songbirds & Snakes*, *Saw X*, and *Expend4bles*[38](index=38&type=chunk) - The company mitigates financial risk in film production through strategies such as **co-financing** and **pre-licensing international rights**[37](index=37&type=chunk) - The home entertainment division distributes content from a library of over **20,000 titles** across various platforms, including operating **13 FAST channels**[41](index=41&type=chunk)[43](index=43&type=chunk) [Studio Business: Television Production](index=14&type=section&id=Studio%20Business%3A%20Television%20Production) The Television Production segment develops and distributes 100 shows across 50+ networks, including key scripted and unscripted series - The company currently produces and distributes **100 television shows** on over **50 networks**[60](index=60&type=chunk) - Notable scripted productions in fiscal 2024 include *Ghosts* (CBS), *The Rookie* (ABC), *Yellowjackets* (Showtime), and multiple series in the *Power* universe for Starz[60](index=60&type=chunk)[61](index=61&type=chunk) - The unscripted programming includes popular shows such as *Selling Sunset* (Netflix) and *Wicked Tuna* (National Geographic)[61](index=61&type=chunk)[62](index=62&type=chunk) [Media Networks](index=17&type=section&id=Media%20Networks) The Media Networks segment, centered on STARZ, serves 21.8 million North American subscribers and is winding down its international LIONSGATE+ service - As of March 31, 2024, the STARZ premium service had **21.8 million subscribers** in North America[69](index=69&type=chunk) - The company is strategically winding down its international LIONSGATE+ branded service, with completion expected in **Q1 fiscal 2025**[91](index=91&type=chunk) - STARZ has an exclusive multiyear output licensing agreement with Lionsgate for theatrically released titles[82](index=82&type=chunk) - The network's strategy focuses on developing original programming for **traditionally underrepresented audiences**, particularly women and diverse demographics[72](index=72&type=chunk)[73](index=73&type=chunk) [Human Capital Management](index=22&type=section&id=Human%20Capital%20Management) Lionsgate employs 1,717 full-time staff, emphasizing diversity, equity, and inclusion through various programs and employee support - The company had approximately **1,717 full-time employees** as of May 24, 2024[100](index=100&type=chunk) - Lionsgate promotes diversity and inclusion through initiatives such as **targeted recruitment** and **bias-free job descriptions**[102](index=102&type=chunk) - The company supports several **Employee Resource Groups (ERGs)**, including those for multicultural employees, parents, and LGBTQIA+ individuals[107](index=107&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant business, financial, and tax risks, including high content costs, debt, and potential IRS challenges - The production and acquisition of film and television content require **substantial capital**, with risks of budget overruns and write-offs[115](index=115&type=chunk)[116](index=116&type=chunk) - The company relies on a few major distributors, with **Amazon.com, Inc.** accounting for approximately **21% of revenue** in fiscal 2024[122](index=122&type=chunk) - The company has incurred **significant indebtedness**, requiring a substantial portion of cash flow for interest payments and potentially limiting operational flexibility[190](index=190&type=chunk) - There is a risk the IRS may challenge the company's non-U.S. corporation status under **Section 7874**, potentially leading to substantially greater U.S. tax liability[202](index=202&type=chunk)[204](index=204&type=chunk) - Labor disputes, such as the **2023 WGA and SAG-AFTRA strikes**, can delay productions, increasing costs and decreasing revenue[152](index=152&type=chunk) [Item 1C. Cybersecurity](index=42&type=section&id=Item%201C.%20Cybersecurity) Lionsgate manages cybersecurity risks through a CISO-led program, overseen by the Audit & Risk Committee, employing various mitigation strategies - The company's cybersecurity program is led by a **Chief Information Security Officer (CISO)** and integrated into overall risk management[218](index=218&type=chunk)[221](index=221&type=chunk) - Cybersecurity risk management and oversight are handled by the **Audit & Risk Committee** of the Board of Directors[225](index=225&type=chunk)[228](index=228&type=chunk) - The company utilizes various technical and organizational measures to mitigate cyber threats, including **incident detection and response** and **vulnerability management**[219](index=219&type=chunk)[220](index=220&type=chunk) [Item 2. Properties](index=44&type=section&id=Item%202.%20Properties) Lionsgate's principal executive offices are in Santa Monica, California, with additional leased properties supporting global operations - The principal executive offices are located in Santa Monica, California, in a **192,584 square foot facility** with a lease expiring in **August 2025**[230](index=230&type=chunk) - Other major leased properties include facilities in Greenwood Village, CO (**100,119 sq ft**), Toronto, Canada (**94,449 sq ft**), and Valley Village, CA (**93,670 sq ft**)[231](index=231&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=45&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Lionsgate's NYSE-listed Class A and B shares underperformed market indices, with $179.9 million remaining in its share repurchase program - The company has two classes of common shares, **Class A voting (LGF.A)** and **Class B non-voting (LGF.B)**, both listed on the New York Stock Exchange[237](index=237&type=chunk) - The company's share repurchase plan has approximately **$179.9 million** of authorized potential purchases remaining, with no common shares purchased during the three months ended March 31, 2024[249](index=249&type=chunk)[250](index=250&type=chunk) Stock Performance Comparison (Value of $100 Invested on 3/19) | Security/Index | 3/19 Value ($) | 3/24 Value ($) | | :--- | :--- | :--- | | Lions Gate Entertainment Corp-Class A | $100.00 | $63.62 | | Lions Gate Entertainment Corp-Class B | $100.00 | $61.66 | | NYSE Composite | $100.00 | $162.54 | | Dow Jones US Media Sector | $100.00 | $101.66 | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) FY2024 consolidated revenues rose to $4.02 billion, with net loss narrowing due to strong Motion Picture and Media Networks performance - On December 27, 2023, the company acquired eOne for approximately **$385.1 million**, which contributed **$113.8 million in revenue** through March 31, 2024[268](index=268&type=chunk)[269](index=269&type=chunk) - The company continued Media Networks restructuring, winding down LIONSGATE+ in Latin America and the U.K., resulting in **$364.5 million in content impairment charges** in fiscal 2024[272](index=272&type=chunk)[273](index=273&type=chunk) - The **2023 WGA and SAG-AFTRA strikes** caused temporary production shutdowns, leading to lower content spending and reduced revenues[276](index=276&type=chunk) Consolidated Results of Operations (FY2024 vs. FY2023) | Metric | FY 2024 ($ millions) | FY 2023 ($ millions) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | 4,016.9 | 3,854.8 | 4.2% | | Operating Loss | (938.8) | (1,857.7) | (49.5)% | | Net Loss Attributable to Shareholders | (1,102.9) | (2,010.2) | (45.1)% | [Results of Operations](index=60&type=section&id=Results%20of%20Operations) FY2024 total segment profit increased 35.9% to $653.7 million, driven by strong Motion Picture and Media Networks performance Segment Profit (FY2024 vs. FY2023) | Segment | FY 2024 Profit ($ millions) | FY 2023 Profit ($ millions) | Change (%) | | :--- | :--- | :--- | :--- | | Motion Picture | 319.4 | 276.5 | 15.5% | | Television Production | 146.8 | 133.4 | 10.0% | | **Total Studio Business** | **466.2** | **409.9** | **13.7%** | | Media Networks | 236.4 | 106.8 | 121.3% | | **Total Segment Profit** | **653.7** | **481.0** | **35.9%** | - Motion Picture revenue increased by **$332.6 million (25.1%)**, driven by home entertainment revenue from *John Wick: Chapter 4* and strong theatrical performance of *The Hunger Games: The Ballad of Songbirds & Snakes*[338](index=338&type=chunk) - Television Production revenue decreased by **$430.0 million (24.4%)**, primarily due to lower intersegment licensing and reduced third-party domestic revenue, partially impacted by industry strikes[339](index=339&type=chunk) - Media Networks revenue increased by **$29.9 million (1.9%)**, with a **$60.3 million increase** at LIONSGATE+ offsetting a **$30.4 million decrease** at Starz Networks[341](index=341&type=chunk)[405](index=405&type=chunk) Media Networks Subscribers (as of March 31) | Category | 2024 (Millions) | 2023 (Millions) | | :--- | :--- | :--- | | Total Starz (Global) | 24.89 | 27.72 | | STARZPLAY Arabia | 3.22 | 2.55 | | **Total Global Subscribers** | **28.11** | **30.27** | [Liquidity and Capital Resources](index=74&type=section&id=Liquidity%20and%20Capital%20Resources) Lionsgate's liquidity improved in FY2024 with positive operating cash flow and $350 million from the Studio spin-off for debt reduction - Cash flow from operating activities was **$396.8 million** in fiscal 2024, a significant improvement from a cash use of **$114.3 million** in fiscal 2023[442](index=442&type=chunk) - The May 2024 business combination for Lionsgate Studios resulted in gross proceeds of approximately **$350.0 million**, intended for debt reduction[413](index=413&type=chunk) - The company has material cash requirements for debt repayment, with **$2.50 billion** due in the next 12 months and **$2.63 billion** due beyond 12 months[432](index=432&type=chunk) Debt and Film Obligations (as of March 31, 2024) | Category | Amount ($ millions) | | :--- | :--- | | Corporate Debt | 2,508.5 | | Film Related Obligations | 1,949.4 | | **Total** | **4,457.9** | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=80&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Lionsgate manages foreign currency and interest rate risks through hedging and swaps, with a 0.25% rate change impacting annual interest by $1.9 million - The company is exposed to interest rate risk from its **variable-rate Senior Credit Facilities** and film-related obligations[453](index=453&type=chunk) - As of March 31, 2024, the company had interest rate swap agreements to fix the interest rate on **$1.7 billion** of its variable rate SOFR-based debt[452](index=452&type=chunk) - A **0.25% change** in interest rates would result in a **$1.9 million change** in annual net interest expense on corporate debt and interest rate swaps[453](index=453&type=chunk) [Item 9A. Controls and Procedures](index=82&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management and auditors concluded disclosure controls and internal financial reporting controls were effective, excluding eOne due to recent acquisition - Management concluded that the company's **disclosure controls and procedures were effective** as of March 31, 2024[465](index=465&type=chunk) - Management's assessment of internal control over financial reporting concluded it was **effective** as of March 31, 2024, excluding eOne due to its recent acquisition[467](index=467&type=chunk)[469](index=469&type=chunk) - The independent registered public accounting firm, Ernst & Young LLP, provided an **unqualified opinion** on the effectiveness of the company's internal control over financial reporting as of March 31, 2024[474](index=474&type=chunk) Part III [Items 10-14](index=86&type=section&id=Items%2010-14) Information for Items 10-14, covering governance, compensation, and ownership, is incorporated by reference from the 2024 Proxy Statement - Information for Items 10-14, covering governance, compensation, and ownership, is **incorporated by reference** from the forthcoming 2024 Proxy Statement[485](index=485&type=chunk)[487](index=487&type=chunk)[488](index=488&type=chunk)[489](index=489&type=chunk)[490](index=490&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=86&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section provides an index to consolidated financial statements, schedules, and exhibits, including key corporate agreements - This section provides an index to the financial statements, which begin on **page F-1** of the report[492](index=492&type=chunk)[493](index=493&type=chunk) - **Schedule II, Valuation and Qualifying Accounts**, is included, detailing reserves for returns, doubtful accounts, and deferred tax valuation allowance for fiscal years 2022-2024[494](index=494&type=chunk)[496](index=496&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________________________________________________________________________ Form 10-Q ____________________________________________________________________________________________________ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT ☒ OF 1934 For the quarterly period ended December 31, 2023 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ...