<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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 March 31, 2000
Commission File No. 0-13481
METRO-GOLDWYN-MAYER INC.
(Exact name of registrant as specified in its charter)
----------------
<TABLE>
<S> <C>
Delaware 95-4605850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 Broadway Street,
Santa Monica, CA 90404
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (310) 449-3000
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each Name of each exchange
class on which registered
------------- ---------------------
Common Stock, par value $0.01 New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
----------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [X] Yes [_] No
The number of shares of the Registrant's common stock outstanding as of May
1, 2000 was 201,569,385.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
METRO-GOLDWYN-MAYER INC. AND SUBSIDIARIES
FORM 10-Q
March 31, 2000
INDEX
<TABLE>
<CAPTION>
Page
No.
----
<C> <S> <C>
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2000
(unaudited) and December 31, 1999............................. 1
Condensed Consolidated Statements of Operations and
Comprehensive Income (Loss) for the Quarters ended March 31,
2000 and 1999 (unaudited)..................................... 2
Condensed Consolidated Statements of Stockholders' Equity for
the Quarters ended March 31, 2000 (unaudited)................. 3
Condensed Consolidated Statements of Cash Flows for the
Quarters ended March 31, 2000 and 1999 (unaudited)............ 4
Notes to Condensed Consolidated Financial Statements........... 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................... 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk..... 16
Part II. Other Information
Item 1. Legal Proceedings.............................................. 17
Item 6. Exhibits and Reports on Form 8-K............................... 17
Signatures............................................................... 18
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
METRO-GOLDWYN-MAYER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- ------------
(unaudited)
ASSETS
------
<S> <C> <C>
Cash and cash equivalents............................. $ 215,998 $ 152,213
Accounts and contracts receivable (net of allowance
for doubtful accounts of $22,564 and $20,985,
respectively)........................................ 402,942 452,914
Film and television costs, net........................ 2,163,706 2,164,458
Investments and advances to affiliates................ 14,095 15,207
Property and equipment, net........................... 46,875 48,203
Excess of cost over net assets of acquired businesses,
net.................................................. 542,490 546,173
Other assets.......................................... 41,670 45,193
---------- ----------
$3,427,776 $3,424,361
========== ==========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Liabilities:
Bank and other debt................................. $ 714,817 $ 719,438
Accounts payable and accrued liabilities............ 194,093 189,904
Accrued participants' share......................... 240,297 237,102
Income taxes payable................................ 31,619 31,619
Advances and deferred revenues...................... 104,368 112,189
Other liabilities................................... 17,994 17,285
---------- ----------
Total liabilities................................. 1,303,188 1,307,537
---------- ----------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 25,000,000 shares
authorized, none issued............................ -- --
Common stock, $.01 par value, 500,000,000 shares
authorized, 201,557,214 and 201,419,331 shares
issued............................................. 2,016 2,014
Additional paid-in capital.......................... 2,933,161 2,931,004
Deficit............................................. (811,291) (816,506)
Accumulated other comprehensive income.............. 702 316
Less: treasury stock, at cost....................... -- (4)
---------- ----------
Total stockholders' equity........................ 2,124,588 2,116,824
---------- ----------
$3,427,776 $3,424,361
========== ==========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
1
<PAGE>
METRO-GOLDWYN-MAYER INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
------------------------
2000 1999
----------- -----------
<S> <C> <C>
Revenues............................................ $ 344,727 $ 258,643
Expenses:
Film and television production and distribution.... 297,706 294,067
General and administrative expenses................ 23,420 22,055
Contract termination fee........................... -- 225,000
Goodwill amortization.............................. 3,684 3,684
----------- -----------
Total expenses.................................... 324,810 544,806
----------- -----------
Operating income (loss)............................. 19,917 (286,163)
Other income (expense):
Interest expense, net of amounts capitalized....... (14,893) (19,020)
Interest and other income, net..................... 4,358 834
----------- -----------
Total other expense............................... (10,535) (18,186)
----------- -----------
Income (loss) from operations before provision for
income taxes....................................... 9,382 (304,349)
Income tax provision................................ (4,167) (2,273)
----------- -----------
Net income (loss)................................... 5,215 (306,622)
Foreign currency translation adjustment............. 386 2
----------- -----------
Comprehensive income (loss)......................... $ 5,601 $ (306,620)
=========== ===========
Income (loss) per share:
Basic and diluted.................................. $ 0.03 $ (2.03)
=========== ===========
Weighted average number of common shares
outstanding:
Basic.............................................. 201,471,344 150,869,478
=========== ===========
Diluted............................................ 207,534,749 150,869,478
=========== ===========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
2
<PAGE>
METRO-GOLDWYN-MAYER INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
Common Stock
------------------ Add'l Accum. Other Less: Total
No. of Par Paid-in Comprehensive Treasury Stockholders'
Shares Value Capital Deficit Income Stock Equity
----------- ------ ---------- --------- ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1999...... 201,419,331 $2,014 $2,931,004 $(816,506) $316 $(4) $2,116,824
Issuance of common stock, net.. 137,883 2 2,157 -- -- 4 2,163
Foreign currency translation
adjustment.................... -- -- -- -- 386 -- 386
Net income..................... -- -- -- 5,215 -- -- 5,215
----------- ------ ---------- --------- ---- --- ----------
Balance March 31, 2000......... 201,557,214 $2,016 $2,933,161 $(811,291) $702 $ 0 $2,124,588
=========== ====== ========== ========= ==== === ==========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
3
<PAGE>
METRO-GOLDWYN-MAYER INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Quarter Ended March
31,
--------------------
2000 1999
--------- ---------
<S> <C> <C>
Net cash provided (used) by operating activities........ $ 233,936 $ (3,117)
--------- ---------
Investing activities:
Acquisition of PFE Libraries.......................... -- (236,201)
Additions to film costs, net.......................... (168,260) (194,424)
Additions to property and equipment................... (1,584) (1,654)
Other investing activities............................ -- (1,531)
--------- ---------
Net cash used by investing activities................. (169,844) (433,810)
--------- ---------
Financing activities:
Net proceeds from issuance of equity securities to
related parties...................................... 1,753 --
Additions to borrowed funds........................... -- 398,493
Repayments of borrowed funds.......................... (2,311) (9,333)
--------- ---------
Net cash provided (used) by financing activities...... (558) 389,160
--------- ---------
Net change in cash and cash equivalents from operating,
investing and financing activities..................... 63,534 (47,767)
Net decrease in cash due to foreign currency
fluctuations........................................... 251 213
--------- ---------
Net change in cash and cash equivalents................. 63,785 (47,554)
Cash and cash equivalents at beginning of the year...... 152,213 54,839
--------- ---------
Cash and cash equivalents at end of the period.......... $ 215,998 $ 7,285
========= =========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
4
<PAGE>
METRO-GOLDWYN-MAYER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
Note 1--Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
include the accounts of Metro-Goldwyn-Mayer Inc. ("MGM"), Metro-Goldwyn-Mayer
Studios Inc. and its majority owned subsidiaries ("MGM Studios") and Orion
Pictures Corporation and its majority owned subsidiaries ("Orion")
(collectively, the "Company"). MGM is a Delaware corporation formed on July
10, 1996 specifically to acquire MGM Studios, and is majority owned by an
investor group comprised of Tracinda Corporation and a corporation that is
principally owned by Tracinda (collectively, "Tracinda") and certain current
and former executive officers of the Company. The acquisition of MGM Studios
by MGM was completed on October 10, 1996, at which time MGM commenced
principal operations. The acquisition of Orion was completed on July 10, 1997.
The Company completed the acquisition of certain film libraries and film
related rights that were previously owned by PolyGram N.V. and its
subsidiaries ("PolyGram") on January 7, 1999.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States for interim financial statements and the instructions to
Form 10-Q related to interim period financial statements. Accordingly, these
unaudited condensed consolidated financial statements do not include certain
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. However, the
accompanying unaudited condensed consolidated financial statements contain all
adjustments consisting only of normal recurring accruals which, in the opinion
of management, are necessary in order to make the financial statements not
misleading. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. The Company's
unaudited condensed consolidated financial statements should be read in
conjunction with the Company's audited financial statements and notes thereto
included in the Company's Form 10-K for the year ended December 31, 1999.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." The SAB provides guidance on the recognition, presentation and
disclosure of revenue in financial statements, including certain criteria for
gross versus net recording of sales transactions. SAB No. 101 allows any
required changes to be recorded in accordance with Accounting Principles Board
No. 20, "Accounting Changes." This SAB is required to be implemented by the
Company in the quarter ended June 30, 2000, with retroactive application to
January 1, 2000. The Company has not determined the effect of this new
guidance on the financial statements.
As permitted by Statement of Financial Accounting Standards ("SFAS") No. 53,
"Financial Reporting by Producers and Distributors of Motion Pictures," the
Company has presented unclassified condensed consolidated balance sheets.
Note 2--WHV Contract Settlement
On March 12, 1999, the Company agreed to accelerate the expiration of the
right of Warner Home Video ("WHV") to distribute the Company's product in the
home video marketplace under an agreement executed in 1990 (the "WHV
Agreement"). In consideration for the early expiration of the WHV Agreement,
the Company paid WHV $225,000,000 in 1999. The parties restructured the terms
of the WHV Agreement, which functioned as an interim distribution agreement
(the "Transitional Video Agreement"), under which WHV distributed certain of
the Company's product in the home video marketplace. Additionally, the Company
reconveyed to Turner Entertainment Co., Inc. ("Turner"), an affiliate of WHV,
the right that the Company had to distribute in the home video markets
worldwide until June 2001, 2,950 Turner titles that had been serviced under
the WHV Agreement. The Transitional Video Agreement expired on January 31,
2000, at which time the Company commenced distribution of its home video
product in the domestic market. The Company contracted with Fox Entertainment
Group to distribute the Company's home video product internationally beginning
on Februrary 1, 2000. The Company recorded a pre-tax contract termination
charge in the quarter ended March 31, 1999 for $225,000,000 for costs in
connection with the early expiration of WHV's rights under the WHV Agreement.
5
<PAGE>
METRO-GOLDWYN-MAYER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Note 3--Restructuring and Other Charges
In June 1999, in association with a change in senior management and a
corresponding review of operations, the Company incurred certain
restructuring, severance and other costs aggregating $214,559,000 for the
year ended December 31, 1999, of which $129,388,000 was film-performance
related and $85,171,000 reflected severance and other costs, including the
estimated costs of withdrawing from the Company's arrangements with United
International Pictures no later than November 1, 2000. During the quarter
ended March 31, 2000, the Company utilized $85,119,000 of the film-performance
related reserves and paid $5,896,000 of severance and other costs. From June
1999 through March 31, 2000, the Company utilized all $129,388,000 of the
film-performance related reserves and paid $31,346,000 of severance and other
costs.
Note 4--Film and Television Costs
Film and television costs, net of amortization, are summarized as follows
(in thousands):
<TABLE>
<CAPTION>
March 31, December
2000 31, 1999
----------- -----------
<S> <C> <C>
Theatrical productions:
Released......................................... $ 3,195,897 $ 3,011,248
Less: accumulated amortization................... (1,499,579) (1,277,426)
----------- -----------
Released, net.................................... 1,696,318 1,733,822
Completed not released, net...................... 58,238 28,286
In process and development, net.................. 95,564 88,889
----------- -----------
Subtotal: theatrical productions............... 1,850,120 1,850,997
----------- -----------
Television programming............................. 726,476 697,515
Less: accumulated amortization..................... (412,890) (384,054)
----------- -----------
Subtotal: television programming............... 313,586 313,461
----------- -----------
$ 2,163,706 $ 2,164,458
=========== ===========
</TABLE>
Interest costs capitalized to theatrical productions were $802,000 and
$4,507,000 during the quarters ended March 31, 2000 and 1999, respectively.
Note 5--Bank and Other Debt
Bank and other debt is summarized as follows (in thousands):
<TABLE>
<CAPTION>
March December 31,
31, 2000 1999
-------- ------------
<S> <C> <C>
Term Loans............................................ $700,000 $700,000
Capitalized lease obligations and other borrowings.... 14,817 19,438
-------- --------
$714,817 $719,438
======== ========
</TABLE>
On October 15, 1997, the Company entered into an amended and restated credit
facility with a syndicate of banks aggregating $1.3 billion (as amended, the
"Amended Credit Facility") consisting of a six year $600,000,000 revolving
credit facility (the "Revolving Facility"), a $400,000,000 seven and one-half
year term loan ("Tranche A Loan") and a $300,000,000 eight and one-half year
term loan ("Tranche B Loan") (collectively, the "Term Loans"). The Amended
Credit Facility contains provisions allowing, with the consent of the
requisite lenders and subject to syndication thereof, for an additional
$200,000,000 tranche, raising the potential amount of Amended Credit Facility
to $1.5 billion. The Revolving Facility and the Tranche A Loan bear interest
at 2.50 percent over the Adjusted LIBOR rate, as defined (8.63 percent at
March 31, 2000). The Tranche B Loan bears interest at 2.75 percent over the
Adjusted LIBOR rate (8.88 percent at March 31, 2000).
6
<PAGE>
METRO-GOLDWYN-MAYER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Scheduled amortization of the Term Loans under the Amended Credit Facility
commences with $33,000,000 in 2001, $73,000,000 in 2002, $103,000,000 in 2003,
$103,000,000 in 2004 and $103,000,000 in 2005, with the remaining balance due
at maturity. There were no amounts outstanding under the Revolving Facility at
March 31, 2000 and December 31, 1999. The Revolving Facility matures in
October 2003, subject to extension under certain conditions.
The Company has entered into three year fixed interest rate swap contracts
in relation to a portion of the Amended Credit Facility for a notional value
of $800,000,000 at an average rate of approximately 7.5 percent, which expire
in various terms no later than December 2001.
The Company's borrowings under the Amended Credit Facility are secured by
substantially all the assets of the Company. The Amended Credit Facility
contains various covenants including limitations on dividends, capital
expenditures and indebtedness, and the maintenance of certain financial
ratios. As of March 31, 2000, the Company was in compliance with all
applicable covenants.
Lease and other borrowings. Capitalized lease and other borrowings relate
principally to contractual liabilities and computer equipment financing at
interest rates ranging from approximately nine to ten percent.
Note 6--Stockholders' Equity
Dilutive securities of 163,194 shares are not included in the calculation of
diluted earnings per share in the quarter ended March 31, 1999 because they
are antidilutive.
Note 7--Segment Information
The Company applies the disclosure provisions of SFAS No. 131, "Disclosures
About Segments of an Enterprise and Related Information." The Company's
business units have been aggregated into three reportable operating segments:
feature films, television programming and other. The factors for determining
the reportable segments were based on the distinct nature of their operations.
They are managed as separate business units because each requires and is
responsible for executing a unique business strategy. Income or losses of
industry segments and geographic areas exclude interest income, interest
expense, goodwill amortization, income taxes and other unallocated corporate
expenses. Identifiable assets are those assets used in the operations of the
segments. Corporate assets consist of cash, certain corporate receivables and
intangibles.
Summarized financial information concerning the Company's reportable
segments is shown in the following tables (in thousands):
<TABLE>
<CAPTION>
Feature Television
Films Programs Other Total
Quarter Ended March 31, 2000: -------- ---------- ------- --------
<S> <C> <C> <C> <C>
Revenues............................. $285,295 $39,804 $19,628 $344,727
Segment income....................... $ 31,820 $ 3,680 $11,521 $ 47,021
<CAPTION>
Quarter Ended March 31, 1999:
<S> <C> <C> <C> <C>
Revenues............................. $195,967 $52,145 $10,531 $258,643
Segment income (loss)................ $(43,759) $ 5,569 $ 2,766 $(35,424)
</TABLE>
The following is a reconciliation of the change in reportable segment
assets:
<TABLE>
<CAPTION>
December 31, Increase March 31,
1999 (Decrease) 2000
------------ --------- ----------
<S> <C> <C> <C>
Feature films............................ $2,255,693 $(37,894) $2,217,799
Television programs...................... 423,204 (11,720) 411,484
Other.................................... 18,104 (3,632) 14,472
---------- -------- ----------
Total reportable segment assets........ $2,697,001 $(53,246) $2,643,755
========== ======== ==========
</TABLE>
7
<PAGE>
METRO-GOLDWYN-MAYER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The following table presents the details of other operating segment income
(loss):
<TABLE>
<CAPTION>
Quarter Ended
March 31,
---------------
2000 1999
------- -------
<S> <C> <C>
Licensing and merchandising................................. $ 1,249 $ 791
Interactive media........................................... 8,683 (1,836)
Music....................................................... 1,251 714
Profit (losses) on equity investments....................... 179 (3,280)
Other....................................................... 159 6,377
------- -------
$11,521 $ 2,766
======= =======
</TABLE>
The following is a reconciliation of reportable segment income (loss) to
income (loss) from operations before provision for income taxes:
<TABLE>
<CAPTION>
Quarter Ended
March 31,
-------------------
2000 1999
-------- ---------
<S> <C> <C>
Segment income (loss)................................. $ 47,021 $ (35,424)
General and administrative expenses................... (23,420) (22,055)
Contract termination fee.............................. -- (225,000)
Goodwill amortization................................. (3,684) (3,684)
-------- ---------
Operating income (loss)............................. 19,917 (286,163)
Interest expense, net of amounts capitalized.......... (14,893) (19,020)
Interest and other income, net........................ 4,358 834
-------- ---------
Income (loss) from operations before provision for
income taxes....................................... $ 9,382 $(304,349)
======== =========
</TABLE>
The following is a reconciliation of reportable segment assets to
consolidated total assets:
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------- ------------
<S> <C> <C>
Total assets for reportable segments $2,643,755 $2,697,001
Goodwill not allocated to segments................... 542,490 546,173
Other unallocated amounts............................ 241,531 181,187
---------- ----------
Consolidated total assets.......................... $3,427,776 $3,424,361
========== ==========
</TABLE>
Note 8--Commitments and Contingencies
The Company, together with other major companies in the filmed entertainment
industry, has been subject to numerous antitrust suits brought by various
motion picture exhibitors, producers and others. In addition, various legal
proceedings involving alleged breaches of contract, antitrust violations,
copyright infringement and other claims are now pending, which the Company
considers routine to its business activities.
In the opinion of Company management, any liability under pending litigation
is not expected to be material in relation to the Company's financial
condition or results of operations.
8
<PAGE>
METRO-GOLDWYN-MAYER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Note 9--Supplementary Cash Flow Information
The Company paid interest, net of capitalized interest, of $13,286,000 and
$10,723,000 during the quarters ended March 31, 2000 and 1999, respectively.
The Company paid income taxes of $5,077,000 and $3,138,000 during the quarters
ended March 31, 2000 and 1999, respectively.
Net cash used by operating activities for the quarter ended March 31, 1999
reflects a $112,500,000 payment to WHV representing the initial installment
payment in consideration for the early expiration of the WHV Agreement (see
Note 2).
Note 10--Subsequent Event
On April 28, 2000, the Company filed a Form S-3 shelf registration statement
for up to $750,000,000 of debt and/or common stock. The shelf registration
statement was declared effective by the Securities and Exchange Commission on
May 5, 2000. The timing, amount and type of any offering under the shelf
registration statement will depend upon market conditions and our capital
requirements. Offers under the shelf registration statement will only be made
by means of a prospectus supplement.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This report includes forward-looking statements. Generally, the words
"believes," "anticipates," "may," "will," "should," "expect," "intend,"
"estimate," "continue," and similar expressions or the negative thereof or
comparable terminology are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, including the
matters set forth in this report or other reports or documents we file with
the Securities and Exchange Commission from time to time, which could cause
actual results or outcomes to differ materially from those projected. Undue
reliance should not be placed on these forward-looking statements which speak
only as of the date hereof. We undertake no obligation to update these
forward-looking statements.
The following discussion and analysis should be read in conjunction with our
unaudited condensed consolidated financial statements and the related notes
thereto and other financial information contained elsewhere in this Form 10-Q.
General
We are engaged primarily in the development, production and worldwide
distribution of theatrical motion pictures and television programming.
The commercial potential of individual motion pictures and television
programming varies dramatically, and is not directly correlated with
production or acquisition costs. Therefore, it is difficult to predict or
project a trend of our income or loss. However, the likelihood that we report
losses, particularly in the year of a motion picture's release, is increased
by the industry's method of accounting which requires the immediate
recognition of the entire loss (through increased amortization) in instances
where it is estimated the ultimate revenues of a motion picture or television
program will not recover our costs. On the other hand, the profit of a
profitable motion picture or television program must be deferred and
recognized over the entire revenue stream generated by that motion picture or
television program. This method of accounting may also result in significant
fluctuations in reported income or loss, particularly on a quarterly basis,
depending on our release schedule and the relative performance of individual
motion pictures or television programs. For films we released since January
1994 which resulted in feature film write-downs in the period of initial
release, subsequent performance as it relates to this group of films has not
resulted in additional material write-downs.
In October 1998, the Financial Accounting Standards Board issued an Exposure
Draft on a proposed statement of position for "Accounting By Producers and
Distributors of Films." If adopted, the proposed statement of position would
establish new accounting and reporting standards for all producers and
distributors that own or hold the rights to distribute or exploit films. The
proposed statement of position provides that the cumulative effect of changes
in accounting principles caused by adoption of the provisions of the statement
of position should be included in the determination of net income in
conformity with Accounting Principles Board Opinion No. 20, "Accounting
Changes." Because the proposed statement of position has not yet been adopted,
we are not able to quantify the effect or the materiality to our financial
position or operating results at this time. If adopted, the proposed statement
of position, as currently drafted, would be effective for financial statements
for fiscal years beginning after December 15, 2000, with earlier adoption
encouraged.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." The SAB provides guidance on the recognition, presentation and
disclosure of revenue in financial statements, including certain criteria for
gross versus net recording of sales transactions. SAB No. 101 allows any
required changes to be recorded in accordance with Accounting Principles Board
Opinion No. 20, "Accounting Changes." This SAB is required to be implemented
by us in the quarter ended June 30, 2000, with retroactive application to
January 1, 2000. We have not determined the effect of this new guidance on the
financial statements.
10
<PAGE>
Results of Operations
Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999
The following table sets forth our operating results for the quarters ended
March 31, 2000 and 1999. As stated in the financial statements and related
notes thereto, in March 1999 we accelerated the expiration of the Warner Home
Video agreement, which resulted in a $225.0 million charge included in
operating results for the quarter ended March 31, 1999. The net operating
results in the quarter ended March 31, 2000, therefore, are not comparable to
the operating results in the quarter ended March 31, 1999.
<TABLE>
<CAPTION>
Quarters Ended March 31,
-------------------------
2000 1999
------------ ------------
(in thousands,
unaudited)
<S> <C> <C>
Revenues:
Feature films...................................... $ 285,295 $ 195,967
Television programs................................ 39,804 52,145
Other.............................................. 19,628 10,531
----------- ------------
Total revenues................................... $ 344,727 $ 258,643
=========== ============
Operating income (loss):
Feature films...................................... $ 31,820 $ (43,759)
Television programs................................ 3,680 5,569
Other.............................................. 11,521 2,766
General and administration expenses................ (23,420) (22,055)
Contract termination fee........................... -- (225,000)
Goodwill amortization.............................. (3,684) (3,684)
----------- ------------
Operating income (loss)............................. 19,917 (286,163)
Interest expense, net of amounts capitalized........ (14,893) (19,020)
Interest and other income, net...................... 4,358 834
----------- ------------
Income (loss) before provision for income taxes..... 9,382 (304,349)
Income tax provision................................ (4,167) (2,273)
----------- ------------
Net income (loss)................................ $ 5,215 $ (306,622)
=========== ============
</TABLE>
Feature Films. Feature film revenues increased by $89.3 million, or 46
percent, to $285.3 million in the quarter ended March 31, 2000 (the "2000
Quarter") compared to the quarter ended March 31, 1999 (the "1999 Quarter").
Worldwide theatrical revenues increased by $55.7 million, or 167 percent, to
$89.1 million in the 2000 Quarter primarily due to the significant worldwide
theatrical revenues earned by The World Is Not Enough, which was initially
released in November 1999. There were no comparably performing releases in the
1999 Quarter. Overall, in the 2000 Quarter we released two new feature films
domestically, Supernova and Three Strikes, and one new film internationally.
In the 1999 Quarter we released four new films domestically, including At
First Sight, The Mod Squad and The Rage: Carrie 2, and one new film
internationally.
Worldwide home video revenues increased by $32.1 million, or 33 percent, to
$130.5 million in the 2000 Quarter. In the 2000 Quarter our home video
releases included The Thomas Crown Affair and Stigmata, which generated higher
revenues than the releases of Ronin and Disturbing Behavior in the 1999
Quarter. The continued growth in the digital video disc ("DVD") market also
contributed to the increase in home video revenues. DVD sales increased to
$38.8 million in the 2000 Quarter from $13.7 million in the 1999 Quarter.
Worldwide pay television revenues from feature films increased by $0.1
million, or 1 percent, to $25.9 million in the 2000 Quarter, principally due
to new releases in international markets, which included The Man In The Iron
Mask and Species 2. Network television revenues from feature films decreased
by $2.6 million, or 95 percent, in the 2000 Quarter as we had no new releases
to network television as compared to the release of
11
<PAGE>
Mulholland Falls in the 1999 Quarter. Worldwide syndicated television revenues
from feature films decreased by $1.2 million, or 4 percent, to $33.0 million
in the 2000 Quarter, principally due to fewer new releases licensed in
international markets than in the 1999 Quarter, which included GoldenEye, The
Birdcage and Get Shorty.
Other feature film revenues increased by $5.2 million, or 409 percent, to
$6.6 million in the 2000 Quarter due to higher third party royalty and
miscellaneous income collected in the period.
We realized operating income from feature films of $31.8 million in the 2000
Quarter as compared to an operating loss of $43.8 million in the 1999 Quarter.
Operating results in the 2000 Quarter reflected the increase in revenues
discussed above, which included profits earned from the worldwide theatrical
receipts generated by The World Is Not Enough and the home video releases of
The Thomas Crown Affair and Stigmata. Additionally, we had insignificant
feature film write-downs in the 2000 Quarter as compared to write-downs of
$54.3 million in the 1999 Quarter.
Television Programming. Television programming revenues decreased by $12.3
million, or 24 percent, to $39.8 million in the 2000 Quarter. Network
television revenues decreased by $6.1 million, or 100 percent, as we had no
new series airing on network television in the 2000 Quarter as compared to The
Magnificent Seven in the 1999 Quarter. Worldwide pay television revenues
increased by $3.0 million, or 86 percent, to $6.5 million in the 2000 Quarter
due to additional episodes delivered of The Outer Limits and Stargate SG-1.
Worldwide syndicated television programming revenues decreased by $9.0
million, or 24 percent, to $28.5 million in the 2000 Quarter, primarily due to
the licensing in the domestic basic cable market of the In The Heat Of The
Night series in the 1999 Quarter. There were no comparable licenses of library
programming in the 2000 Quarter. Worldwide home video revenues with respect to
television programming decreased by $0.2 million, or 4 percent, to $4.3
million in the 2000 Quarter, primarily due to higher revenues generated by
Secret of NIMH 2 in the 1999 Quarter.
Operating income from television programming decreased by $1.9 million, or
34 percent, to $3.7 million in the 2000 Quarter, reflecting the decreased
revenues discussed above.
Other. Other revenues include distribution of consumer products, interactive
media and branded programming services, as well as music soundtrack and
royalty income and third party audit recoveries. We recognized an operating
profit from other businesses of $11.5 million in the 2000 Quarter as compared
to a profit of $2.8 million in the 1999 Quarter. Operating results in the 2000
Quarter include consumer products revenue of $3.1 million and music soundtrack
and royalty revenue of $2.1 million, as compared to consumer products revenue
of $2.1 million and music soundtrack and royalty revenue of $1.2 million in
the 1999 Quarter. Interactive media revenues were $11.8 million in the 2000
Quarter, which included additional revenues realized from the successful
release in November 1999 of the interactive game version of Tomorrow Never
Dies. There were no comparable interactive game releases in the 1999 Quarter.
Additionally, operating results in the 2000 Quarter include the receipt of
$2.7 million in third party audit recoveries and other miscellaneous income as
compared to $7.4 million in the 1999 Quarter.
Expenses for other businesses include interactive product costs of $3.0
million in the 2000 Quarter relating to the release of the interactive game
version of Tomorrow Never Dies as compared to $1.7 million of development
costs in the 1999 Quarter. Consumer products cost of sales were $1.1 million
in the 2000 Quarter as compared to $0.5 million in the 1999 Quarter. In
addition, operating expenses for other businesses in the 1999 Quarter included
aggregate start-up losses of $3.3 million on our equity investments, including
our interest in the cable programming joint venture, MGM Networks Latin
America. There were no such comparable losses in the 2000 Quarter. Other
expenses aggregated $3.9 million in the 2000 Quarter and $2.3 million in the
1999 Quarter.
General and Administration Expenses. General and administration expenses
increased by $1.4 million, or 6 percent, to $23.4 million in the 2000 Quarter,
primarily due to a new employee incentive plan implemented in the current
period, partially offset by cost savings associated with a company-wide
restructuring in June 1999.
12
<PAGE>
Contract Termination Fee. On March 12, 1999, we agreed to accelerate the
expiration of the right of Warner Home Video to distribute our product in the
home video marketplace under the Warner Home Video agreement. In consideration
for the early expiration of the Warner Home Video agreement, we paid Warner
Home Video $225.0 million in 1999. The parties restructured the terms of the
Warner Home Video agreement, which functioned as a transitional video
agreement, under which Warner Home Video distributed certain of our product in
the home video marketplace. Additionally, we reconveyed as of January 1, 1999
to Turner Entertainment Co., Inc. the right that we had to distribute in the
home video markets worldwide until June 2001, 2,950 Turner titles that had
been serviced under the Warner Home Video agreement. The transitional video
agreement expired on January 31, 2000, at which time we commenced distribution
of our home video product in the domestic market. We also contracted with Fox
Entertainment Group to distribute our home video product internationally
beginning February 1, 2000. Operating results in the 1999 Quarter include a
pre-tax contract termination charge for the $225.0 million payment referred to
above in connection with the early expiration of Warner Home Video's rights
under the Warner Home Video agreement.
Interest Expense, Net of Amounts Capitalized. Net interest expense decreased
by $4.1 million, or 22 percent, to $14.9 million in the 2000 Quarter due to
debt repayment associated with proceeds received in November 1999 from our
1999 rights offering.
Interest and Other Income. Interest and other income increased by $3.5
million, or 423 percent, to $4.4 million in the 2000 Quarter due to interest
income earned on our short-term investments.
Income Tax Provision. The provision for income taxes increased by $1.9
million, or 83 percent, to $4.2 million in the 2000 Quarter due to foreign
remittance taxes attributable to increased international distribution
revenues.
EBITDA
While management considers earnings before interest, taxes, depreciation and
non-film amortization ("EBITDA") to be an important measure of comparative
operating performance, it should be considered in addition to, but not as a
substitute for or superior to, operating income, net earnings, cash flow and
other measures of financial performance prepared in accordance with generally
accepted accounting principles. EBITDA does not reflect cash available to fund
cash requirements, and the items excluded from EBITDA, such as depreciation
and non-film amortization, are significant components in assessing our
financial performance. Other significant uses of cash flows are required
before cash will be available to us, including debt service, taxes and cash
expenditures for various long-term assets. Our calculation of EBITDA may be
different from the calculation used by other companies and, therefore,
comparability may be limited.
13
<PAGE>
The following table sets forth EBITDA for the 2000 Quarter and 1999 Quarter:
<TABLE>
<CAPTION>
Quarter Ended
March 31,
-------------------
2000 1999
-------- ---------
(in thousands,
unaudited)
<S> <C> <C>
Revenues:
Feature films............................................ $285,295 $ 195,967
Television programs...................................... 39,804 52,145
Other.................................................... 19,628 10,531
-------- ---------
Total revenues.......................................... $344,727 $ 258,643
======== =========
EBITDA:
Feature films............................................ $ 31,820 $ (43,759)
Television programs...................................... 3,680 5,569
Other.................................................... 11,521 2,766
General and administration expenses...................... (20,691) (19,864)
Contract termination fee................................. -- (225,000)
-------- ---------
EBITDA.................................................. 26,330 (280,288)
Depreciation and non-film amortization.................... (6,413) (5,875)
-------- ---------
Operating income (loss)................................... 19,917 (286,163)
Interest expense, net of amounts capitalized.............. (14,893) (19,020)
Interest and other income, net............................ 4,358 834
-------- ---------
Income (loss) before provision for income taxes........... 9,382 (304,349)
Income tax provision...................................... (4,167) (2,273)
-------- ---------
Net income (loss)....................................... $ 5,215 $(306,622)
======== =========
</TABLE>
Liquidity and Capital Resources
General. Our operations are capital intensive. In recent years we have
funded our operations primarily from (i) the sale of equity securities, (ii)
bank borrowings and (iii) internally generated funds. During the 2000 Quarter,
the net cash provided by operating activities was $233.9 million; net cash
used in investing activities (primarily additions to film and television
costs) was $169.8 million; and net cash used by financing activities was $0.6
million.
Sales of Equity Securities. Sales of equity securities include proceeds from
our initial public offering and Tracinda's concurrent purchase of our common
stock, which were completed in November 1997, our 1998 rights offering, which
was completed in November 1998, and our 1999 rights offering, which was
completed in November 1999.
Bank Borrowings. We have a $1.3 billion syndicated credit facility
consisting of (i) a six year $600.0 million revolving credit facility, (ii) a
$400.0 million seven and one-half year term loan and (iii) a $300.0 million
eight and one-half year term loan. We used a portion of the proceeds from our
1999 rights offering to repay all amounts then outstanding under the revolving
facility. As of May 1, 2000, $600.0 million was available under our credit
facility, which also contains provisions allowing, under certain
circumstances, for an additional $200.0 million tranche.
Currently, the revolving facility and the $400.0 million term loan bear
interest at 2.50 percent over the Adjusted LIBOR rate, as defined therein
(9.00 percent at May 1, 2000), and the $300.0 million term loan bears interest
at 2.75 percent over the Adjusted LIBOR rate (9.25 percent at May 1, 2000). We
have entered into three-year fixed interest rate swap contracts in relation to
a portion of our credit facility for a notional value of $800.0 million at an
average rate of approximately 7.50 percent, which expire at various times no
later than
14
<PAGE>
December 2001. Scheduled amortization of the term loans under our credit
facility commences with $33.0 million in 2001, $73.0 million in 2002, $103.0
million in 2003, $103.0 million in 2004, and $103.0 million in 2005, with the
remaining balance due at maturity. The revolving facility was entered into in
October 1997 and matures in October 2003, subject to extension under certain
conditions.
Our credit facility contains various covenants, including limitations on
indebtedness, dividends and capital expenditures, and maintenance of certain
financial ratios. As of March 31, 2000, we were in compliance with all
applicable covenants. There can be no assurances that we will remain in
compliance with such covenants or other conditions under our credit facility
in the future. We anticipate substantial continued borrowing under our credit
facility.
Cash Provided by Operating Activities. In the 2000 Quarter, cash provided by
operating activities was $233.9 million compared to cash used by operating
activities of $3.1 million in the 1999 Quarter. The 1999 Quarter included the
initial $112.5 million payment to Warner Home Video in consideration for the
early expiration of the Warner Home Video Agreement.
Cash Used in Investing Activities. In the 2000 Quarter, cash used in
investing activities was $169.8 million, which included $168.3 million
expended for film and television costs. In the 1999 Quarter, cash used in
investing activities was $433.8 million, which included the acquisition of the
PolyGram film libraries, containing over 1,300 feature films, for $235.0
million, plus acquisition related costs of approximately $1.2 million, and
film and television costs of $194.4 million.
Anticipated Needs. Our current strategy and business plan call for
substantial on-going investments in the production of new feature films and
television programs. Furthermore, we may wish to continue to make investments
in new distribution channels to further exploit our motion picture and
television library. We plan to continue to evaluate the level of such
investments in the context of the capital available to us and changing market
conditions.
We incurred approximately $2.4 million of additional costs in the 2000
Quarter in connection with the integration of the PolyGram film libraries and
our transition to home video self-distribution in the U.S. and Canadian
markets. We do not expect our obligations for property and equipment
expenditures, including the purchase of computer systems and equipment and
other improvements, to exceed $15.0 million per year.
In connection with our termination of the Warner Home Video agreement, we
anticipate that the worldwide home video distribution rights reconveyed to
Turner will decrease our cash flow by approximately $10.0 million per year
through June 2001.
We are obligated to fund 50 percent of the expenses of MGM Networks Latin
America up to a maximum of approximately $24.0 million. We have funded
approximately $18.5 million under such obligation as of March 31, 2000, and
expect to fund an additional $2.5 million in 2000.
As a result of the change in senior management, we did not commence
production as anticipated under our business plan. Therefore, we expect to
release a reduced number of major films in the first six months of 2000, which
may adversely impact cash flows and results of operations at least through
2001. However, as opportunities arise, we will pursue the purchase of feature
films from third parties that may be released during this period.
We have available a shelf registration statement for up to $750.0 million of
debt and/or common stock. We filed the Form S-3 shelf registration statement
with the Securities and Exchange Commission on April 28, 2000, and it was
declared effective on May 5, 2000. The timing, amount and type of any offering
under the shelf registration statement will depend upon market conditions and
our capital requirements. Offers under the shelf registration statement will
only be made by means of a prospectus supplement.
15
<PAGE>
We believe that the remaining proceeds from our 1999 rights offering,
together with amounts available under the revolving facility and cash flow
from operations, will be adequate for us to conduct our operations in
accordance with our business plan for at least the next twelve months. This
belief is based in part on the assumption that our future releases will
perform as planned. In addition, we can sell up to $750.0 million of debt
and/or common stock under our recently filed shelf registration statement. In
addition to the foregoing sources of liquidity, we are currently considering
various film financing alternatives.
If necessary, in order to manage our cash needs, we may also delay or alter
production or release schedules or seek to reduce our aggregate investment in
new film and television production costs. There can be no assurance that any
such steps would be adequate or timely, or that acceptable arrangements could
be reached with third parties if necessary. In addition, although these steps
would improve our short-term cash flow and, in the case of partnering, reduce
our exposure should a motion picture perform below expectations, such steps
could adversely affect long term cash flow and results of operations in
subsequent periods.
We intend to continue to pursue our goal of becoming an integrated global
entertainment content company. In connection with our pursuit of this goal, we
may consider various strategic alternatives, such as business combinations
with companies with strengths complementary to those of ours, other
acquisitions and joint ventures, as opportunities arise. The nature, size and
structure of any such transaction could require us to seek additional
financing.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We have only limited involvement in derivative financial instruments and do
not use them for trading purposes. Certain amounts borrowed under our credit
facility are at variable interest rates and we are thus subject to market risk
resulting from interest rate fluctuations. We enter into interest rate swaps
in part to alter interest rate exposures. Interest rate swaps allow us to
raise long-term borrowings at floating rates and effectively swap them into
fixed rates that are lower than those available to us if fixed-rate borrowings
were made directly. Under interest rate swaps, we agree with other parties to
exchange, at specified intervals, the difference between fixed-rate and
floating-rate amounts calculated by reference to an agreed notional principal
amount.
The following table provides information about our interest rate swaps at
March 31, 2000:
<TABLE>
<CAPTION>
Amounts scheduled
for maturity for
the year ending
December 31,
----------------- Estimated fair value at
2000 2001 March 31, 2000
-------- -------- -----------------------
<S> <C> <C> <C>
Interest Rate Swaps
Variable to fixed:
Notional value (in thousands)....... $225,000 $575,000 $16,233
Average pay rate.................... 6.127% 5.237%
Average receive rate................ 6.097% 6.082%
</TABLE>
Because approximately 25 percent of our revenues are denominated, and we
incur certain operating and production costs, in foreign currencies, we are
subject to market risks resulting from fluctuations in foreign currency
exchange rates. In certain instances, we enter into foreign currency exchange
contracts in order to reduce exposure to changes in foreign currency exchange
rates that affect the value of our firm commitments and certain anticipated
foreign currency cash flows. We currently intend to continue to enter into
such contracts to hedge against future material foreign currency exchange rate
risks. We had no foreign currency exchange contracts outstanding at March 31,
2000.
16
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On November 17, 1997, MGM and Danjaq LLC filed an action entitled Danjaq,
LLC, et al. v. Sony Corporation, et al. in federal court in Los Angeles (Case
No. 97-8414ER (Mcx)) against Sony Corporation and related parties relating to
a press release issued by Sony Pictures announcing plans to produce a series
of new James Bond feature films based on alleged rights that Sony had acquired
from Kevin McClory. Mr. McClory had been a producer of Thunderball. On July
29, 1998, the court preliminarily enjoined Sony Pictures and the other
defendants from the production, preparation, distribution, advertising or
other exploitation in the United States of a James Bond motion picture in any
medium and from using the "James Bond" and the "James Bond 007" trademarks in
the United States. On March 29, 1999, MGM and Danjaq entered into a settlement
agreement with Sony Pictures and related parties that provided for a payment
by the Sony parties and an agreement by the Sony parties which effectively
makes permanent the court's July 1998 preliminary injunction. Specifically,
the Sony parties agreed (i) not to make or distribute any James Bond motion
pictures in the United States based on Thunderball or any other purported
rights deriving from Mr. McClory, and (ii) not to utilize the "James Bond" and
the "James Bond 007" trademarks in the United States. Mr. McClory and his
related companies did not participate in this settlement agreement. Under the
terms of a separate agreement entered into on March 29, 1999, MGM and Danjaq
acquired from Columbia all of Columbia's rights to Casino Royale and the Sony
parties agreed to broaden the contractual prohibition regarding making or
distributing James Bond films and the James Bond trademarks, as described
above, throughout the world. Mr. McClory did not participate in the settlement
and has retained a counterclaim against MGM and Danjaq for copyright
infringement. The trial with Mr. McClory commenced on March 28, 2000. On that
date, the judge bifurcated the case to hear MGM and Danjaq's laches defense
before commencing the jury trial on Mr. Clory's counterclaim. The judge issued
his ruling on this defense on March 31, 2000, finding that Mr. McClory's claim
was barred by laches as a matter of law, and dismissed the entire case with
prejudice. On May 2, 2000, Mr. McClory appealed the court's decision.
Reference is made to our 1999 Form 10-K for a description of other pending
legal proceedings involving MGM.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
None
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
METRO-GOLDWYN-MAYER INC.
May 11, 2000
/s/ Alex Yemenidjian
By: _________________________________
Alex Yemenidjian
Chairman of the Board of Directors
and Chief Executive Officer
/s/ Daniel J. Taylor
By: _________________________________
Daniel J. Taylor
Senior Executive Vice President
and Chief Financial Officer
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 215,998
<SECURITIES> 0
<RECEIVABLES> 425,506
<ALLOWANCES> (22,564)
<INVENTORY> 2,163,706
<CURRENT-ASSETS> 0
<PP&E> 75,616
<DEPRECIATION> (28,741)
<TOTAL-ASSETS> 3,427,776
<CURRENT-LIABILITIES> 0
<BONDS> 714,817
0
0
<COMMON> 2,935,177
<OTHER-SE> (810,589)
<TOTAL-LIABILITY-AND-EQUITY> 3,427,776
<SALES> 344,727
<TOTAL-REVENUES> 344,727
<CGS> 297,593
<TOTAL-COSTS> 297,593
<OTHER-EXPENSES> 27,104
<LOSS-PROVISION> 113
<INTEREST-EXPENSE> 10,535
<INCOME-PRETAX> 9,382
<INCOME-TAX> 4,167
<INCOME-CONTINUING> 5,215
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,215
<EPS-BASIC> 0.03
<EPS-DILUTED> 0.03
</TABLE>
