8-K
STARZ ENTERTAINMENT CORP /CN/ (STRZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2025
Starz Entertainment Corp.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | 1-14880 | N/A |
|---|---|---|
| (State or other jurisdiction <br>of incorporation) | (Commission File <br>Number) | (I.R.S. Employer <br>Identification No.) |
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
1647 Stewart Street
Santa Monica, California 90404
(Address of principal executive offices) (Zip Code)
(604) 648-6559
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
|---|---|---|---|
| Common Shares, no par value per share | STRZ | The Nasdaq Stock Market LLC | |
| (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02. Results of Operations and Financial Condition.
On August 14, 2025, Starz Entertainment Corp., a corporation organized under the laws of the province of British Columbia, Canada (hereinafter the “Company”), issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the Company’s press release is being furnished herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br><br>Number | Exhibit Description |
|---|---|
| 99.1 | Press Release dated August 14, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Starz Entertainment Corp. | |||
|---|---|---|---|
| Date: | August 14, 2025 | By: | /s/ SCOTT MACDONALD |
| Scott Macdonald | |||
| Chief Financial Officer |
Document
Exhibit 99.1
Starz Entertainment Corp. Reports Results for the Quarter Ended June 30, 2025
Revenue was $319.7 Million
Net Loss was $(42.5) Million or a Net Loss Per Share of $(2.54)
Operating Loss was $(26.9) Million
Adjusted OIBDA was $33.4 Million
Management Reiterates Outlook for Sequential Revenue and OTT Subscriber Growth in Q3 and Q4 of 2025
SANTA MONICA, CA, and VANCOUVER, B.C., August 14, 2025 – STARZ (NASDAQ: STRZ) today reported results for the quarter ended June 30, 2025. This press release includes consolidated financial results for Starz Entertainment Corp.
“In the three months since becoming a standalone public company, we have made significant progress toward achieving our key financial and operating objectives,” said STARZ President and CEO Jeffrey Hirsch. “Our content strategy continues to resonate with our audience as the subscriber additions from last weekend’s ‘Outlander: Blood of my Blood’ premiere were the third highest for a series premiere in STARZ’s history.1 Looking ahead, our highly compelling slate, coupled with an improved cost structure puts us on a clear path to achieving our key objectives: returning to revenue growth, improving our margins, and increasing our conversion of Adjusted OIBDA to free cash flow.”
Quarter Ended June 30, 2025 Results
For the quarter ended June 30, 2025, STARZ reported consolidated revenue of $319.7 million and net loss of $(42.5) million or a net loss per share of $(2.54). Operating loss was $(26.9) million and Adjusted OIBDA was $33.4 million.
STARZ ended the quarter with $300 million outstanding on its Term Loan A credit facility, $325.1 million in senior unsecured notes and $51.6 million in cash. This resulted in total net debt of $573.5 million. On a trailing twelve-month basis, the company’s total Adjusted OIBDA Leverage Ratio was 3.2x2. STARZ’s $150 million revolving credit facility was undrawn at June 30, 2025.
STARZ ended the quarter with 12.2 million U.S. Over-The-Top (OTT) subscribers, representing a sequential decline of 120,000. Total U.S. subscribers were 17.6 million, a decrease of 410,000 from the prior quarter. These declines were primarily driven by continued pressure on linear subscriber and lower OTT subscriber additions. Including Canada, total North American subscribers were 19.1 million, reflecting a sequential decline of 520,000. Canadian subscribers declined by 110,000 in the quarter due to continued linear declines and lower OTT subscriber additions.
STARZ senior management will hold its analyst and investor conference call to discuss results for the quarter ended June 30, 2025, today, Thursday, August 14, 2025 at 5:00 p.m. ET / 2:00 p.m. PT. Interested parties may listen to the live webcast by visiting the events page on the STARZ Investor Relations website. A full replay will become available this evening at the same link.
1 Source: Based on streaming viewership and first title streams on available platforms, three days after series premiere.
2 Total Adjusted OIBDA Leverage Ratio of 3.2x is calculated based on total Adjusted OIBDA of $178.6 million for the trailing twelve-month period ended June 30, 2025. Refer to “Reconciliation of Operating Income (Loss) to Adjusted OIBDA” section for further detail.
About STARZ
STARZ is the leading premium entertainment destination for women and underrepresented audiences, and home to some of the most popular franchises and series on television. STARZ offers a robust programming mix for discerning adult audiences, including boundary-breaking originals and an expansive lineup of blockbuster movies, and is embodied by its brand positioning “We’re All Adults Here.” Complementary to any platform or service, STARZ is available across a wide range of digital OTT platforms and multichannel video distributors and is a bundling partner of choice. STARZ is powered by an industry-leading advanced technology, data analytics and digital infrastructure and the highly rated and first-of-its-kind STARZ app.
Investor Inquiries - Contact:
Nilay Shah
nilay.shah@starz.com
Press Inquiries - Contact:
Jennifer Minezaki-Washington
jennifer.minezaki@starz.com
The matters discussed in this press release include forward-looking statements, including those regarding expected future performance. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including, but not limited to: the benefits of the separation of the Lionsgate's Studios Business and Lionsgate's STARZ Business (the “Separation”); unexpected costs related to the Separation; the substantial investment of capital required to produce and market films and television series; budget overruns; limitations imposed by our credit facilities and notes; unpredictability of the commercial success of our programming; risks related to acquisition and integration of acquired businesses; the effects of dispositions of businesses or assets, including individual films or libraries; the cost of defending our intellectual property; technological changes and other trends affecting the entertainment industry; potential adverse reactions or changes to business or employee relationships; the impact of global pandemics on our business; weakness in the global economy and financial markets, including a recession and past and future bank failures; wars, terrorism and multiple international conflicts that could cause significant economic disruption and political and social instability; labor disruptions and strikes; and the other risk factors set forth in Starz’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances.
STARZ ENTERTAINMENT CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30,<br>2025 | March 31,<br>2025 | |||
|---|---|---|---|---|
| (Amounts in millions) | ||||
| ASSETS | ||||
| Cash and cash equivalents | $ | 51.6 | $ | 17.8 |
| Accounts receivable, net | 55.7 | 52.7 | ||
| Due from LG Studios Business | — | 81.6 | ||
| Prepaid expenses and other | 15.9 | 18.4 | ||
| Total current assets | 123.2 | 170.5 | ||
| Programming content, net | 1,092.7 | 1,096.3 | ||
| Property and equipment, net | 50.4 | 48.6 | ||
| Intangible assets, net | 772.3 | 816.0 | ||
| Other assets | 53.0 | 41.8 | ||
| Total assets | $ | 2,091.6 | $ | 2,173.2 |
| LIABILITIES | ||||
| Accounts payable | $ | 78.1 | $ | 64.5 |
| Programming related payables | 378.1 | 101.8 | ||
| Other accrued liabilities | 63.6 | 64.5 | ||
| Residuals | 29.3 | 29.5 | ||
| Programming related obligations | 88.2 | 90.7 | ||
| Deferred revenue | 39.8 | 39.4 | ||
| Due to LG Studios Business | — | 232.1 | ||
| Total current liabilities | 677.1 | 622.5 | ||
| Debt | 611.7 | 699.9 | ||
| Other liabilities | 82.2 | 75.9 | ||
| Deferred tax liabilities | 8.3 | 8.5 | ||
| Total liabilities | 1,379.3 | 1,406.8 | ||
| EQUITY | ||||
| Common stock, no par value, unlimited authorized, 16.7 shares issued (March 31, 2025 – nil) | 728.3 | — | ||
| Accumulated other comprehensive income | 19.2 | 19.2 | ||
| Parent net investment | — | 747.2 | ||
| Accumulated deficit | (35.2) | — | ||
| Total equity | 712.3 | 766.4 | ||
| Total liabilities and equity | $ | 2,091.6 | $ | 2,173.2 |
STARZ ENTERTAINMENT CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended | ||||
|---|---|---|---|---|
| June 30, | ||||
| 2025 | 2024 | |||
| (Amounts in millions) | ||||
| Revenue | ||||
| OTT revenue | $ | 221.1 | $ | 234.4 |
| Linear and other revenue | 98.6 | 113.2 | ||
| Total revenue | 319.7 | 347.6 | ||
| Operating expenses: | ||||
| Programming amortization | 162.5 | 147.9 | ||
| Other operating | 36.5 | 39.3 | ||
| Advertising and marketing | 63.4 | 82.7 | ||
| General and administrative | 29.1 | 26.6 | ||
| Depreciation and amortization | 48.7 | 41.6 | ||
| Restructuring and other | 6.4 | (0.6) | ||
| Total expenses | 346.6 | 337.5 | ||
| Operating (loss) income | (26.9) | 10.1 | ||
| Interest expense | (13.2) | (10.8) | ||
| Interest and other income | — | 0.8 | ||
| Other expense | (2.5) | (1.7) | ||
| Loss on extinguishment of debt | — | (4.9) | ||
| Loss from continuing operations before income taxes | (42.6) | (6.5) | ||
| Income tax benefit | 0.1 | 7.6 | ||
| Net (loss) income from continuing operations | (42.5) | 1.1 | ||
| Net income from discontinued operations, net of income taxes | — | 3.1 | ||
| Net (loss) income | $ | (42.5) | $ | 4.2 |
| Per share information attributable to Starz Entertainment Corp. shareholders: | ||||
| Basic and diluted net (loss) income per common share - continuing operations | $ | (2.54) | $ | 0.07 |
| Basic and diluted net income per common share - discontinued operations | — | 0.19 | ||
| Basic and diluted net (loss) income per common share | $ | (2.54) | $ | 0.26 |
| Weighted average number of common shares outstanding: | ||||
| Basic | 16.7 | 16.7 | ||
| Diluted | 16.7 | 16.7 |
STARZ ENTERTAINMENT CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months Ended | ||||
|---|---|---|---|---|
| June 30, | ||||
| 2025 | 2024 | |||
| (Amounts in millions) | ||||
| Operating Activities: | ||||
| Net (loss) income | $ | (42.5) | $ | 4.2 |
| Less: net loss from discontinued operations, net of tax | — | 3.1 | ||
| Net (loss) income from continuing operations, net of tax | (42.5) | 1.1 | ||
| Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||
| Depreciation and amortization | 48.7 | 41.6 | ||
| Programming amortization | 162.5 | 149.0 | ||
| Amortization of debt financing costs and other non-cash interest | 0.9 | 0.8 | ||
| Non-cash share-based compensation | 7.4 | 5.2 | ||
| Other amortization | 1.7 | 1.8 | ||
| Net content impairment recoveries | (0.3) | (0.6) | ||
| Loss on extinguishment of debt | — | 4.9 | ||
| Deferred income taxes | — | (0.5) | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable, net | 27.4 | (15.4) | ||
| Programming content payments | (160.2) | (232.7) | ||
| Programming related payables | 11.9 | (10.6) | ||
| Other assets | 0.7 | 0.6 | ||
| Accounts payable and accrued liabilities | 5.8 | (13.0) | ||
| Residuals | — | (1.0) | ||
| Deferred revenue | 1.4 | (0.8) | ||
| Due to LG Studios Business | — | 42.8 | ||
| Net cash provided by (used in) operating activities – continuing operations | 65.4 | (26.8) | ||
| Net cash used in operating activities – discontinued operations | — | (6.7) | ||
| Net cash provided by (used in) operating activities | 65.4 | (33.5) | ||
| Investing activities: | ||||
| New Lionsgate revolving credit facility – increases | 151.8 | — | ||
| New Lionsgate revolving credit facility – decreases | (70.2) | (66.7) | ||
| Capital expenditures | (6.9) | (4.9) | ||
| Deferred purchase price of receivables sold | 0.5 | — | ||
| Net cash provided by (used in) investing activities – continuing operations | 75.2 | (71.6) | ||
| Financing activities: | ||||
| Distribution to New Lionsgate upon Separation | (389.9) | — | ||
| Debt – borrowings, net of debt issuance and redemption costs | 291.8 | 14.3 | ||
| Debt – repurchases and repayments | — | (54.0) | ||
| Programming related obligations – borrowings | 177.3 | 53.8 | ||
| Programming related obligations – repayments | (180.4) | — | ||
| Parent net investment | (5.6) | 76.5 | ||
| Net cash (used in) provided by financing activities – continuing operations | (106.8) | 90.6 | ||
| Net cash provided by financing activities – discontinued operations | — | 2.7 | ||
| 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 – beginning of period | 17.8 | 37.0 | ||
| Cash and cash equivalents – end of period | $ | 51.6 | $ | 25.2 |
STARZ ENTERTAINMENT CORP.
RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OIBDA
| Three Months Ended | Three Months Ended | Trailing Twelve Months | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | September 30, | December 31, | March 31, | June 30, | June 30, | |||||||
| 2024 | 2024 | 2024 | 2025 | 2025 | 2025 | |||||||
| (Amounts in millions) | ||||||||||||
| Operating income (loss) | $ | 10.1 | $ | (17.0) | $ | (21.2) | $ | (142.3) | $ | (26.9) | $ | (207.4) |
| Depreciation and amortization | 41.6 | 41.2 | 39.4 | 48.1 | 48.7 | 177.4 | ||||||
| Restructuring and other(1) | (0.6) | (1.1) | 2.4 | 183.4 | 6.4 | 191.1 | ||||||
| Adjusted share-based compensation expense(2) | 5.2 | 4.1 | 4.1 | 4.1 | 5.2 | 17.5 | ||||||
| Adjusted OIBDA(3) | $ | 56.3 | $ | 27.2 | $ | 24.7 | $ | 93.3 | $ | 33.4 | $ | 178.6 |
| Starz Networks (U.S. and Canada) | $ | 57.3 | $ | 26.9 | $ | 25.6 | $ | 92.0 | $ | 33.4 | $ | 177.9 |
| International | (1.0) | 0.3 | (0.9) | 1.3 | — | 0.7 | ||||||
| Adjusted OIBDA | $ | 56.3 | $ | 27.2 | $ | 24.7 | $ | 93.3 | $ | 33.4 | $ | 178.6 |
_______________
(1)Restructuring and other includes restructuring and severance costs, certain transaction and other costs, and certain unusual items, when applicable, as shown in the table below:
| Three Months Ended | ||||
|---|---|---|---|---|
| June 30, | ||||
| 2025 | 2024 | |||
| (Unaudited, amounts in millions) | ||||
| Restructuring and other: | ||||
| Content and other impairments | $ | (0.3) | $ | (0.6) |
| Share-based compensation(a) | 2.2 | — | ||
| Transaction and other costs(b) | 4.5 | — | ||
| $ | 6.4 | $ | (0.6) |
_______________
(a)This balance reflects a one-time modification of equity awards in connection with the Separation. In June 2025, the compensation committee of the Company approved a cash payment in lieu of share issuance for the restricted share units vesting during the quarter ending September 30, 2025.
(b)Transaction and other costs in the quarter ended June 30, 2025 reflect transaction, integration and legal costs associated with certain strategic transactions, and restructuring activities.
STARZ ENTERTAINMENT CORP.
(2)The following table reconciles total share-based compensation expense to adjusted share-based compensation expense:
| Three Months Ended | |||||
|---|---|---|---|---|---|
| June 30, | |||||
| 2025 | 2024 | ||||
| (Unaudited, amounts in millions) | |||||
| Total share-based compensation expense | $ | 7.4 | $ | 5.2 | |
| Less: Amount included in restructuring and other(a) | (2.2) | — | |||
| Adjusted share-based compensation expense | $ | 5.2 | $ | 5.2 |
_______________
(a)Represents a one-time modification of equity awards in connection with the Separation included in restructuring and other expenses. Refer to note (1)(a).
(3)See "Use of Non-GAAP Financial Measures" for the definition of Adjusted OIBDA which is reconciled to operating loss in the table above, the most directly comparable GAAP financial measure.
STARZ ENTERTAINMENT CORP.
SUBSCRIBER DATA
The number of period-end subscribers is a key metric which management uses to evaluate a non-ad supported subscription video service. We believe this key metric provides useful information to investors as a growing or decreasing subscriber base is a key indicator of the health of the overall business. Service subscribers may impact revenue differently depending on specific distribution agreements we have with our distributors which may include fixed fees, rates per basic video household or a rate per STARZ subscriber. The following table sets forth, for the periods presented, subscriptions to our Starz Networks Services:
| As of | |||||
|---|---|---|---|---|---|
| 6/30/2024 | 9/30/2024 | 12/31/2024 | 3/31/2025 | 6/30/2025 | |
| Domestic | |||||
| OTT Subscribers | 12.44 | 11.62 | 11.77 | 12.30 | 12.18 |
| Linear Subscribers | 6.49 | 6.21 | 5.91 | 5.70 | 5.41 |
| Total Domestic Subscribers | 18.93 | 17.83 | 17.68 | 18.00 | 17.59 |
| Canada | |||||
| OTT Subscribers | 0.76 | 0.78 | 0.80 | 0.74 | 0.68 |
| Linear Subscribers | 1.61 | 1.54 | 1.45 | 0.86 | 0.81 |
| Total Canada Subscribers | 2.37 | 2.32 | 2.25 | 1.60 | 1.49 |
| Starz Networks | |||||
| OTT Subscribers | 13.20 | 12.40 | 12.57 | 13.04 | 12.86 |
| Linear Subscribers | 8.10 | 7.75 | 7.36 | 6.56 | 6.22 |
| Total Starz Networks Subscribers | 21.30 | 20.15 | 19.93 | 19.60 | 19.08 |
STARZ ENTERTAINMENT CORP.
USE OF NON-GAAP FINANCIAL MEASURES
This earnings release presents the following important financial measure utilized by Starz Entertainment Corp. (the "Company," “Starz,” "we," "us" or "our") that is not a financial measure defined by U.S. generally accepted accounting principles ("GAAP"). The Company uses non-GAAP financial measures, among other measures, to evaluate the operating performance of our business. This non-GAAP financial measure is in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with United States GAAP.
Adjusted OIBDA: Adjusted OIBDA is defined as operating income (loss) before depreciation and amortization ("OIBDA"), adjusted for adjusted share-based compensation ("adjusted SBC"), restructuring and other costs, and unusual gains or losses (such as goodwill and intangible asset impairment), when applicable.
•Depreciation and amortization as presented on our combined statement of operations.
•Adjusted share-based expense compensation represents share-based compensation excluding the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements, which are included in restructuring and other expenses, when applicable.
•Restructuring and other includes restructuring and severance costs, certain transaction and other costs, and certain unusual items, when applicable.
•Goodwill impairment and intangible asset impairment, when applicable.
Adjusted OIBDA Leverage Ratios: Adjusted OIBDA Leverage Ratio is defined as Net Corporate Debt (represents total Corporate Debt, excluding Unamortized Debt Issuance Costs, minus Cash and Cash Equivalents), divided by Adjusted OIBDA for the trailing twelve-months.
Overall: These measures are non-GAAP financial measures as defined in Regulation G promulgated by the SEC and are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.
We use these non-GAAP measures, among other measures, to evaluate the operating performance of our business. We believe these measures provide useful information to investors regarding our results of operations before non-operating items and cash flows. Adjusted OIBDA is considered an important measure of the Company’s performance because this measure eliminates amounts that, in management’s opinion, do not necessarily reflect the fundamental performance of the Company’s businesses, are infrequent in occurrence, and in some cases are non-cash expenses. In addition, the Adjusted OIBDA Leverage Ratio is an important metric as it provides insight into the Company’s capital structure and financial risk, helping assess the Company’s ability to meet its debt obligations and maintain financial flexibility.
These non-GAAP measures are commonly used in the entertainment industry and by financial analysts and others who follow the industry to measure operating performance. However, not all companies calculate these measures in the same manner and the measures as presented may not be comparable to similarly titled measures presented by other companies due to differences in the methods of calculation and excluded items.
A general limitation of these non-GAAP financial measures is that they are not prepared in accordance with GAAP. These measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as an alternative measure of operating income, cash flow, net income (loss), or earnings (loss) per share as determined in accordance with GAAP.