Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549








 

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35294








 

Starz

(Exact Name of Registrant as Specified in Its Charter)














Delaware  
(State or other jurisdiction of  
incorporation or organization)

 

20-8988475  
(I.R.S. Employer  
Identification No.)

8900 Liberty Circle

Englewood, Colorado

(Address of principal executive offices)


 

80112  
(Zip Code)  

Registrant’s telephone number, including area code: (720) 852-7700

Securities registered pursuant to Section 12(b) of the Act:














Title of each class

 

Name of exchange on which registered

 

 

 

Series A Liberty Capital Common Stock, par value $.01 per share

 

The Nasdaq Stock Market LLC

Series B Liberty Capital Common Stock, par value $.01 per share

 

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes __X_ No___

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes___ No __X_

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 proceeding 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. Yes__X__ No___

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes _X__ No____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

















Large accelerated filer __X__

Accelerated filer ____

Non-accelerated filer ___

Smaller reporting company ____

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ____ No _X__

The aggregate market value of the voting stock held by non-affiliates of Starz computed by reference to the last sales price of such stock, as of the closing of trading on June 30, 2012, was zero.

The number of outstanding shares of Starz’s common stock as of January 31, 2013 was:

















 

Series A

Series B

 




111,650,628

9,882,238

 

Documents Incorporated by Reference

The Registrant’s definitive proxy statement for its 2013 Annual Meeting of Shareholders is hereby incorporated by reference into Part III of this Annual Report on Form 10-K.


STARZ

2012 ANNUAL REPORT ON FORM 10-K
Table of Contents















 

Part I

Page

 

 

 

Item 1.

Business


3

Item 1A.

Risk Factors

16

Item 1B.

Unresolved Staff Comments


25

Item 2.

Properties


25

Item 3.

Legal Proceedings

25

Item 4.

Mine Safety Disclosures

25

 

 

 

 

Part II

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

26

Item 6.

Selected Financial Data

26

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

40

Item 8.

Financial Statements and Supplementary Data

40

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

41

Item 9A.

Controls and Procedures

41

Item 9B.

Other Information

42

 

 

 

 

Part III

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

43

Item 11.

Executive Compensation

43

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

43

Item 13.

Certain Relationships and Related Transactions, and Director Independence

43

Item 14.

Principal Accountant Fees and Services

43

 

 

 

 

Part IV

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

44

 

 

 



i



SPECIAL NOTE REGARDING PRESENTATION OF FINANCIAL INFORMATION
During August 2012, the board of directors of Liberty Media Corporation (“Old LMC”) authorized a plan to spin off wholly-owned subsidiary Liberty Spinco, Inc. (“Liberty Spinco”) (the “Spin-Off”), which, at the time of the Spin-Off would hold all of the businesses, assets and liabilities of Old LMC not associated with the businesses of Starz, LLC (with the exception of Starz, LLC’s Englewood, Colorado corporate office building). On January 11, 2013, the Spin-Off was effected in a tax-free manner through the distribution, by means of a pro-rata dividend, of shares of Liberty Spinco to the stockholders of Old LMC. As a result, Liberty Spinco became a separate public company on January 11, 2013 and was renamed “Liberty Media Corporation” (“New LMC”). In connection with the Spin-Off, the parent company of Starz, LLC was renamed “Starz”. Unless the context otherwise requires, Old LMC is used when events or circumstances being described occurred prior to the Spin-Off, and Starz is used when events or circumstances being described occurred following the Spin-Off and in the context of the historical financial information as discussed below.
The body of generally accepted accounting principles in the United States (“U.S.”) is commonly referred to as GAAP. In accordance with GAAP, New LMC was determined to be the accounting successor to Old LMC for financial reporting purposes following the Spin-Off due to the relative significance of New LMC to Starz (which is the legal spinnor) and the continued involvement of Old LMC’s senior management with New LMC following the Spin-Off. Accordingly, the historical financial statements of Old LMC prior to the Spin-Off will continue to be the historical financial statements of New LMC and Starz’s historical financial information will be deemed to be the financial information of Starz, LLC. The financial statements of Starz reflect Starz, LLC on a historical cost basis.
Starz, LLC is the only directly owned subsidiary of Starz which in turn owns either directly or indirectly various operating subsidiaries. Starz is a holding company with no assets, liabilities or operations other than those of Starz, LLC. Accordingly, the financial position, results of operations, comprehensive income and cash flows of Starz and Starz, LLC are identical. As Starz’s common stock did not begin publicly trading until January 14, 2013 (following the Spin-Off), Starz’s balance sheets as of December 31, 2012 and 2011 will not reflect common stock and additional paid in capital, but will show member’s interest, identical to that of Starz, LLC. In addition, as the legal spinnor, Starz inherits all of Old LMC’s filing requirements and is therefore considered a large accelerated filer.

 

For convenience, the terms “Starz,” “we,” “us” or “our” are used in this Annual Report on Form 10-K to refer to Starz, and collectively to Starz and its majority-owned and controlled subsidiaries, unless the context otherwise requires. The term Starz, LLC refers to our wholly-owned subsidiary Starz, LLC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as forward-looking statements. All statements included in this Annual Report on Form 10-K other than statements of historical fact or current fact are forward-looking statements that address activities, events or developments that we or our management expect, believe or anticipate will or may occur in the future. These statements represent our reasonable judgment on the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond our control and could cause our actual results and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “project,” “forecast,” “plan,” “may,” “will,” “should,” “could,” “expect,” or the negative thereof, or other words of similar meaning. In particular, these include, but are not limited to, statements of our current views and estimates of future economic circumstances, industry conditions in domestic and international markets, and our future performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results to differ materially from the anticipated results and expectations expressed in such forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.
1



Among the factors that may cause actual results and experiences to differ from the anticipated results and expectations expressed in such forward-looking statements are the following:










changes in the nature of key strategic relationships with multichannel video programming distributors (“MVPDs”) and content providers and our ability to maintain and renew affiliation agreements with MVPDs and programming output agreements with content providers on terms acceptable to us;












distributor demand for our products and services, including the impact of higher rates paid by our distributors to other programmers, and our ability to adapt to changes in demand;












consumer demand for our products and services, including changes resulting from the unwillingness of certain distributors to allow us to participate in cooperative marketing campaigns, and our ability to adapt to changes in demand;












competitor responses to our products and services;












the cost of and our ability to acquire or produce desirable original programming;












the cost of and our ability to acquire desirable theatrical movie content;












disruption in the production of theatrical films or television programs due to strikes by unions representing writers, directors or actors;












changes in distribution and viewing of television programming, including the expanded deployment of personal video recorders, video on-demand, and IP television and their impact on media content consumption;












continued consolidation of the broadband distribution and movie studio industries;












uncertainties inherent in the development and deployment of new business lines and business strategies;












uncertainties associated with product and service development and market acceptance, including the development and provision of programming for new television and telecommunications technologies;












our future financial performance, including availability, terms and deployment of capital;












the ability of our suppliers and vendors to deliver products, equipment, software and services;












the outcome of any pending or threatened litigation, including matters described in the notes to our consolidated financial statements;












availability of qualified personnel;












the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate;












changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission (“FCC”), and/or adverse outcomes from regulatory proceedings;












changes in tax requirements, including tax rate changes, new tax laws and revised tax law interpretations;












general economic and business conditions and industry trends, including the current economic downturn;












consumer spending levels, including the availability and amount of individual consumer debt;












rapid technological changes;


2











fluctuation in foreign currency exchange rates; and












threatened terrorist attacks or political unrest in international markets.

Any or all of our forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond our control, including those set forth under “Risk Factors.”

In addition, there may be other factors that could cause our actual results to be materially different from the results referenced in the forward-looking statements. Many of these factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Our actual future results may vary materially from those expressed or implied in any forward-looking statements.

All forward-looking statements contained in this Annual Report on Form 10-K are qualified in their entirety by this cautionary statement.




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