DreamWorks Animation SKG (DWA) Assigned 'B+' IDR by Fitch; Outlook Stable

Fitch Ratings has assigned a first-time Issuer Default Rating (IDR) of 'B+' to DreamWorks Animation SKG, Inc. (Nasdaq: DWA). The Rating Outlook is Positive. A complete list of ratings follows at the end of this release. As of Sept. 30, 2015, DWA had approximately $390 million of debt outstanding.

The Positive Outlook reflects Fitch's comfort in management's ability to execute its plan to stabilize the film segment and the expected operational profile improvement resulting from DWA's diversification efforts. Fitch believes the film segment will benefit from Jeffrey Katzenberg's return to a more active role in film production and from the revised annual film output mix (one sequel and one original). In addition, Fitch believes the TV and New Media segment will continue to grow due in part to the segment's contractual income sources thereby improving DWA's operating profile and diversification. A positive rating action would entail a combination of a return to positive FCF generation, continued diversification of revenue streams, and/or sustained leverage of 3.5x or below.

KEY RATING DRIVERS

Inherent Volatility of Movie Studios: The film industry is characterized by meaningful operating volatility due to its hit-driven nature. This risk is magnified with standalone studios relative to studios housed in media conglomerates. Through 2012 DWA demonstrated an uncommon level of consistency, producing 17 consecutive 3D animation hit films and creating notable franchises despite low output. Since 2012, DWA has suffered from uneven film performance and increased production costs resulting in several impairments. Fitch believes recent leadership changes and reorganization efforts, coupled with a reduction in annual releases, should have a positive effect on DWA's future performance.

Recent Box Office Challenges: The underperformance of releases since 2012 demonstrated that DWA was not immune to the industry's volatility. Recent box office underperformance led to impairments for four of its last seven releases. Management has addressed the losses with a substantial restructuring effort.

Restructuring Initiative: In 2015, management restructured its core film business including the layoff of 500 employees (of 2,700), the closure of its Northern California facility and the sale-leaseback of its Glendale, CA headquarters. In addition, DWA made several senior management changes, with the most important being that Jeffrey Katzenberg returned to a more active, hands-on role with feature films. Mr. Katzenberg was the primary architect of DWA's successful animated film performance prior to 2012. Finally, the studio's annual film output strategy was revised from three to two films (one sequel and one original) with a reduced budget of $120 million per film starting with 'Trolls', which is scheduled for release in November 2016. In 2014, related pre-tax charges totalled $210 million (approximately $110 million in cash charges). The plan is expected to generate approximately $30 million in pre-tax run-rate savings in 2015, increasing to $60 million by 2017.

Fitch views the announced changes favorably as DWA's track record prior to 2012 is associated with Jeffrey Katzenberg's heavy involvement in the creative direction of feature films. In addition, Fitch believes the new film slate mix reduces risk as DWA's sequels have, on average, outperformed originals in box office both domestically and abroad.

Diversification Improvements: Over the last several years, management has a made material progress in diversifying DWA's business operations. As of the last twelve months (LTM) ended Sept. 30, 2015, Feature Films contributed 61% of revenue compared to 78% for the fiscal year ended Dec. 31, 2011. Remaining revenues came from TV, Consumer Products, and New Media and Other segments. Within the TV segment, DWA benefits from long-term contractual agreements paying per-episode fees with Netflix in the U.S. (over 1,000 episodes pre-sold) and similar output arrangements with other distributors abroad. The TV segment is guided to generate $200 to $250 million in revenues for 2015, with Netflix accounting for the majority. Contract renewal risk is mitigated by strong demand from other Over-The-Top (OTT) players for first run original TV content. The New Media and Other segment (primarily AwesomenessTV) represent a promising growth area as it reaches the Gen Z demographic outside traditional distribution channels. Fitch believes growth in these new segments will continue to materially improve DWA's risk profile.

Emerging Distribution Opportunities: Fitch believes the new distribution platforms via OTT services create additional outlets and exploitation opportunities for DWA's content, intellectual properties and past libraries, while allowing the company to reduce its reliance on theatrical distribution. DWA is better positioned to take advantage of the emerging distribution platforms as the company is much less dependent on the traditional TV ecosystem relative to other studios. DWA also retained TV/SVOD distribution rights for its feature films in the Americas, which were carved out from its current distribution agreement with Twentieth Century Fox. However, Fitch believes an acceleration in the decline of theater ticket sales or physical content sales could pose serious challenges before the company can get meaningful traction on emerging platforms.

Credit Metrics Pressured: DWA's leverage (Total Debt to Fitch-calculated EBITDA) can experience significant fluctuations due to the volatility of the underlying business and timing of film releases. As a result, Fitch believes FCF is a more appropriate measure of DWA's credit profile and therefore prioritizes FCF measures over EBITDA metrics. As of LTM Sept. 30, 2015, Fitch calculates LTM FCF at negative $49 million and adjusted gross leverage (adjusted for restructuring charges and film impairments) at 4.2x. Material debt reductions would be difficult in the short term due to incremental cash outlays required for content deliveries under the Netflix contract.

KEY ASSUMPTIONS

--Stabilization within the Feature Film segment due to the company's restructuring efforts, revised film mix, and leadership changes;

--Increase in working capital needs in 2016 due to ramp up for content deliveries, primarily to Netflix;

--Continued growth in the TV and New Media and Other segments due to favorable secular trends.

RATING SENSITIVITIES

Positive: A positive rating action would entail a combination of a return to positive FCF generation, continued diversification of revenue streams, and/or sustained leverage of 3.5x or below. The Positive Rating Outlook reflects Fitch's confidence that DWA can achieve these measure by end of 2017 or early 2018.

Negative: A negative rating action would entail the removal of the Positive Outlook. Ratings may be pressured if Feature Films materially underperform at the box office and FCF continues to be pressured. In addition, any leveraging transaction including large acquisitions and material debt-funded share buyback activities without a clear plan to de-lever may pressure the rating.

LIQUIDITY

Liquidity is supported by cash on hand of $88.9 million and availability of $360 million under the $450 million revolver due 2020. The company has no debt maturities until 2020. Although DWA is expected to require incremental cash for film investments in the short-term, current liquidity should be sufficient to meet these expected cash needs.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

DreamWorks Animation SKG, Inc.

--IDR 'B+';

--Senior secured credit facility 'BB+/RR1';

--Senior unsecured notes 'B+/RR4'.

The Rating Outlook is Positive

Date of Relevant Rating Committee: Nov. 24, 2015

Additional information is available on www.fitchratings.com.

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 17 Aug 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=869362

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=996370

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=996370

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

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Fitch Ratings

Primary Analyst

Jack Kranefuss

Senior Director

+1-212-908-0791

Fitch Ratings, Inc.

33 Whitehall St.

New York, NY 10004

or

Secondary Analyst

Brian Yoo, CFA

Associate Director

+1-212-908-9175

or

Committee Chairperson

David Peterson

Senior Director

+1-312-368-3177

or

Media Relations:

Alyssa Castelli, New York, +1 212-908-0540

Email: [email protected]

Source: Fitch Ratings

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