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0000950148-08-000231.txt : 20080530 0000950148-08-000231.hdr.sgml : 20080530 20080530170029 ACCESSION NUMBER: 0000950148-08-000231 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080530 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080530 DATE AS OF CHANGE: 20080530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIONS GATE ENTERTAINMENT CORP /CN/ CENTRAL INDEX KEY: 0000929351 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14880 FILM NUMBER: 08871388 BUSINESS ADDRESS: STREET 1: 555 BROOKSBANK AVENUE CITY: NORTH VANCOUVER STATE: A1 ZIP: V7J3S5 BUSINESS PHONE: 604-983-5555 MAIL ADDRESS: STREET 1: 555 BROOKSBANK AVENUE CITY: NORTH VANCOUVER STATE: A1 ZIP: V7J 3S5 FORMER COMPANY: FORMER CONFORMED NAME: BERINGER GOLD CORP DATE OF NAME CHANGE: 19970618 FORMER COMPANY: FORMER CONFORMED NAME: GUYANA GOLD CORP DATE OF NAME CHANGE: 19960212 8-K 1 v41230e8vk.htm FORM 8-K e8vk

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): May 30, 2008

Lions Gate Entertainment Corp.

(Exact name of registrant as specified in charter)

British Columbia, Canada
(State or Other Jurisdiction of Incorporation)


(Commission File Number) 1-14880		(IRS Employer Identification No.) N/A

(Address of principal executive offices)
1055 West Hastings Street, Suite 2200
Vancouver, British Columbia V6E 2E9
and
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404

Registrant’s telephone number, including area code: (877) 848-3866

No Change
(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:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02		Results of Operations and Financial Condition.

On May 30, 2008, we issued a press release announcing our results for the fiscal year ended March 31, 2008. The press release issued by us in connection with the announcement is furnished as Exhibit 99.1 and is incorporated herein by reference.

Free Cash Flow

In our press release, we disclosed free cash flow of approximately $137 million for the fiscal year ended March 31, 2008. Free cash flow is a non-GAAP financial measure, as defined in Regulation G promulgated by the Securities and Exchange Commission. Net cash flows provided by operating activities were approximately $89.2 million for the fiscal year ended March 31, 2008. A reconciliation of free cash flow to net cash flows provided by (used in) operating activities is included in Exhibit 99.1. The non-GAAP financial measure, free cash flow, is in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. Generally Accepted Accounting Principles.

Free cash flow is defined as net cash flows provided by operating activities, less purchases of property and equipment and plus or minus the net increase or decrease in production obligations. The adjustment for the production obligations is made because the GAAP based cash flows from operations reflects a non-cash reduction of cash flows for the cost of films associated with production obligations prior to the time we actually pay for the film. We believe that it is more meaningful to reflect the impact of the payment for these films in our free cash flow when the payments are actually made.

We believe this non-GAAP measure provides useful information to investors regarding cash that our operating businesses generate whether classified as operating or financing activity (related to the production of our films) within our GAAP based statement of cash flows, before taking into account cash movements that are non-operational. Free cash flow is a non-GAAP financial measure commonly used in the entertainment industry and by financial analysts and others who follow the industry. Not all companies calculate free cash flow in the same manner and the measure as presented may not be comparable to similarly titled measures presented by other companies.


Item 9.01		Financial Statements and Exhibits.

(c)

Exhibits.


Exhibit No.		Description
99.1		Press Release dated May 30, 2008

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.


Date: May 30, 2008	LIONS GATE ENTERTAINMENT CORP.
	/s/ James Keegan
	James Keegan
	Chief Financial Officer

EX-99.1 2 v41230exv99w1.htm EXHIBIT 99.1 exv99w1

LIONSGATE REPORTS RECORD REVENUES OF $1.36 BILLION FOR FISCAL
2008, UP 39% FROM PREVIOUS YEAR; NET LOSS IS $74.0 MILLION

Company Reports Best Revenue Quarter In Its History With $511.5 Million In Fourth Quarter Revenues

Company Reports Positive Free Cash Flow of $137 Million For Fiscal 2008

Santa Monica, CA, and Vancouver, BC, May 30, 2008 -— Lionsgate (NYSE: LGF), a leading next generation filmed entertainment studio, continued its growth momentum for fiscal 2008, reporting revenues of $1.36 billion and a net loss of $74.0 million for its fiscal year ended March 31, 2008, the Company announced today. The Company noted that revenue growth of 39% from the prior year was driven by strong theatrical box office, increased home entertainment sales, growth in library revenues, continued strength in television production revenues and burgeoning digital revenues. The Company reported $511.5 million in fourth quarter revenues, its best quarterly revenue performance.

Lionsgate reported a net loss for the fiscal year ended March 31, 2008 of $74.0 million. Diluted net loss per common share was $0.62 on 118.4 million adjusted weighted average common shares outstanding. The loss was primarily attributable to increased theatrical distribution and marketing expenses in association with the planned growth of the Company’s motion picture slate. Theatrical distribution and marketing expenses of $326.3 million increased 118% from $149.7 million in the previous year.

“Every division of the Company made contributions to our tremendous revenue growth, and they have positioned us for continued double-digit revenue growth in fiscal 2009,” said Lionsgate Co-Chairman and Chief Executive Officer Jon Feltheimer. “We continue to leverage our vast array of content for large niche audiences into a fast-growing channel business, digital distribution platforms and emerging international opportunities that, in addition to the continued successful operation of our existing core businesses, all set the foundation for long-term profitability and enhanced global recognition of the Lionsgate brand.”

The Company reported that cash and cash equivalents grew to $371.6 million at March 31, 2008, its strongest cash position ever after three consecutive years of positive free cash flow in excess of $100 million. The Company’s filmed entertainment backlog also grew to a record $437.4 million at fiscal year-end. Filmed entertainment backlog represents the amount of future revenue not yet recorded from the licensing of films and television product for television exhibition and in international markets.

Overall motion picture revenue for the year was a record $1.15 billion, an increase of 34.1% from $858.2 million in fiscal 2007, including revenues generated by the September 2007 acquisition of Mandate Pictures. Within the motion picture segment, theatrical revenue was $191.7 million, an increase of 78% from $107.9 million the previous year, propelled by a string of hits including Saw 4, 3:10 To Yuma, Good Luck, Chuck, The Bank Job, Tyler Perry’s Why Did I Get Married?, The Eye, Rambo, Tyler Perry’s Meet The Browns and War.

Lionsgate’s home entertainment revenue was a record $623.5 million in the fiscal year, an 18% increase from $528.3 million in fiscal 2007, reflecting strong sales of 3:10 To Yuma, Good Luck, Chuck, Tyler Perry’s Why Did I Get Married?, Saw 4, War, The Condemned, Delta Farce, Bratz: The Movie, Daddy’s Little Girls, Pride and Happily N’Ever After as well as the initial impact of strong BluRay high-definition disc sales. Another major catalyst for strong home entertainment revenue performance was continued strong library sales as Lionsgate reported record catalogue revenues of $263.7 million in fiscal 2008.

Television revenue included in the motion picture segment was $115.9 million in the fiscal year, a 6% increase from $109.3 million in fiscal 2007, led by titles such as Crank, Daddy’s Little Girls, Employee of The Month, Saw III and The Descent.

Lionsgate also had the strongest international revenue performance in its history, reporting $158.7 million in international revenue in the fiscal year from such titles as 3:10 To Yuma, Saw IV, Saw III, Good Luck, Chuck, The Condemned, War and the special edition DVD release of Dirty Dancing by Lionsgate U.K. Lionsgate U.K. contributed $64.6 million in revenue in the fiscal year.

Television production revenue was $210.1 million in the fiscal year, an increase of 77% from $118.5 million in fiscal 2007, driven by a mix of deliveries of episodes of in-house productions such as the Golden Globe (R)-winning drama series Mad Men (AMC), Weeds Season 3 (Showtime), Wildfire Season 4 (ABC Family), and the Dead Zone Season 5 (USA Network) and domestic series licensing of Tyler Perry’s House of Payne, South Park and Family Feud from the Company’s television syndication subsidiary, Debmar-Mercury.

As more fully described in Note 2 to the consolidated financial statements in the Company’s 2008 Annual Report on Form 10-K filed on May 30, 2008, the Company made a change in the presentation of certain components within its Statement of Cash Flows to conform the Statement of Cash Flows to be in accordance with technical requirements of the FASB’s FIN 46R. The change in presentation of the Statement of Cash Flows reflects certain production obligations as a component of cash flows from financing activities rather than as a component of cash flows from operating activities. This change in the GAAP-based presentation had no impact on the Company’s cash balances, overall cash flows or the changes in the balances of the Company’s cash and cash equivalents.

The Company will continue to use the free cash flow metric and amounts presented as such will continue to reflect the same amounts as were previously reflected as free cash flow as presented in the attached free cash flow reconciliation.

The aforementioned changes do not affect Lionsgate’s current, previous or anticipated free cash flow results.

Lionsgate senior management will hold its analyst and investor conference call to discuss its fiscal 2008 financial results at 9:00 A.M. ET/6:00 A.M. PT, Monday, June 2, 2008. Interested parties may participate live in the conference call by calling 1-800-230-1085 (1-612-234-9959 outside the U.S. and Canada). A full digital replay will be available from Monday afternoon, June 2, through Monday, June 9, by dialing 1-800-475-6701 (1-320-365-3844 outside the U.S. and Canada) and using access code 920448.

Lionsgate is a leading next generation filmed entertainment studio with a major presence in the production and distribution of motion pictures, television programming, home entertainment, family entertainment, video-on-demand and digitally delivered content. The Company is leveraging its content leadership and marketing expertise through a series of partnerships that include the operation of the highly successful FEARNet branded VOD and Internet horror channel with Sony and Comcast, the recent announcement of the fall 2009 launch of a new premium entertainment channel with partners Viacom, Paramount Pictures and MGM, investment in the leading young men’s digital distribution platform Break.com, ownership of the premier independent television syndication company Debmar-Mercury LLC and an alliance with independent filmed entertainment production and distribution company Roadside Attractions. Lionsgate also has forged partnerships with leading content creators, owners and distributors in key territories around the world, including Televisa in the U.S. and Latin America, StudioCanal in the UK, Hoyts and Sony in Australia and Eros International in India..

The Company generated approximately $450 million at the North American theatrical box office in the past year and has released a string of hits including The Forbidden Kingdom, Tyler Perry’s Meet The Browns, The Bank Job, Rambo, The Eye, Saw IV, Tyler Perry’s Why Did I Get Married?, Good Luck Chuck, 3:10 To Yuma and War, most of which have opened at #1 or #2 at the box office. The Company has also forged leadership positions in television and home entertainment with the production of such critically-acclaimed television series as Weeds and Mad Men, the distribution of Tyler Perry’s House of Payne, Family Feud, South Park, Trivial Pursuit and The Dead Zone, among others, and approximately 9% market share and the industry’s leading box office-to-DVD conversion rate in home entertainment. Lionsgate handles a prestigious and prolific library of approximately 12,000 motion picture and television titles that is an important source of recurring revenue and serves as the foundation for the growth of the Company’s core businesses. The Lionsgate brand is synonymous with entrepreneurial innovation and original, daring, quality entertainment in markets around the globe.

www.lionsgate.com

For further information, contact:
Peter D. Wilkes
Lionsgate
310-255-3726
pwilkes@lionsgate.com

The matters discussed in this press release include forward-looking statements, including those regarding the timing of our upcoming film slate, the expansion of our television business and the success of our fiscal 2009. 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 the substantial investment of capital required to produce and market films and television series, increased costs for producing and marketing feature films, budget overruns, limitations imposed by our credit facilities, unpredictability of the commercial success of our motion pictures and television programming, the cost of defending our intellectual property, difficulties in integrating acquired businesses, technological changes and other trends affecting the entertainment industry, and the risk factors as set forth in Lionsgate’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on May 30, 2008. 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.

LIONS GATE ENTERTAINMENT CORP.

CONSOLIDATED BALANCE SHEETS


	March 31,			March 31,
	2008			2007
	(Amounts in thousands,
	except share amounts)
ASSETS
Cash and cash equivalents	$	371,589		$	51,497
Restricted cash		10,300			4,915
Investments		6,927			237,504
Accounts receivable, net of reserve for video returns and allowances of $95,515 (March 31, 2007 - $77,691) and provision for doubtful accounts of $5,978 (March 31, 2007 - $6,345)		260,284			130,496
Investment in films and television programs		608,942			493,140
Property and equipment		13,613			13,095
Goodwill		224,531			187,491
Other assets		41,572			18,957

	$	1,537,758		$	1,137,095


LIABILITIES
Accounts payable and accrued liabilities	$	245,430		$	155,617
Participation and residuals		385,846			171,156
Film and production obligations		278,016			167,884
Subordinated notes and other financing obligations		328,718			325,000
Deferred revenue		111,510			69,548

		1,349,520			889,205


Commitments and contingencies

SHAREHOLDERS’ EQUITY
Common shares, no par value, 500,000,000 shares authorized, 121,081,311 and 116,970,280 shares issued at March 31, 2008 and March 31, 2007, respectively		434,650			398,836
Series B preferred shares (10 shares issued and outstanding)		—			—
Accumulated deficit		(223,619	)		(149,651	)
Accumulated other comprehensive loss		(533	)		(1,295	)

		210,498			247,890
Treasury shares, no par value, 2,410,499 shares at March 31, 2008		(22,260	)		—

		188,238			247,890

	$	1,537,758		$	1,137,095

LIONS GATE ENTERTAINMENT CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year			Year			Year
	Ended			Ended			Ended
	March 31,			March 31,			March 31,
	2008			2007			2006
	(Amounts in thousands, except
	per share amounts)
Revenues	$	1,361,039		$	976,740		$	945,385
Expenses:
Direct operating		662,450			436,818			458,990
Distribution and marketing		635,666			404,410			399,299
General and administration		119,080			90,782			69,936
Depreciation		3,974			2,786			1,817

Total expenses		1,421,170			934,796			930,042

Operating income (loss)		(60,131	)		41,944			15,343

Other expenses (income):
Interest expense		16,432			17,832			18,860
Interest rate swaps mark-to-market		—			—			123
Interest and other income		(11,276	)		(11,930	)		(4,304	)
Gain on sale of equity securities		(2,909	)		(1,722	)		—

Total other income, net		2,247			4,180			14,679

Income (loss) before equity interests and income taxes		(62,378	)		37,764			664
Equity interests loss		(7,559	)		(2,605	)		(74	)

Income (loss) before income taxes		(69,937	)		35,159			590
Income tax provision (benefit)		4,031			7,680			(1,030	)

Income (loss) before discontinued operations		(73,968	)		27,479			1,620
Income (loss) from discontinued operations (including gain on sale in 2006 of $4,872), net of tax of $2,464		—			—			4,476

Net income (loss)	$	(73,968	)	$	27,479		$	6,096

Basic Per Share Data:
Basic Income (Loss) Per Common Share From Continuing Operations	$	(0.62	)	$	0.25		$	0.02
Basic Income (Loss) Per Common Share From Discontinued Operations		—			—			0.04

Basic Net Income (Loss) Per Common Share	$	(0.62	)	$	0.25		$	0.06


Diluted Per Share Data:
Diluted Income (Loss) Per Common Share From Continuing Operations	$	(0.62	)	$	0.25		$	0.02
Diluted Income (Loss) Per Common Share From Discontinued Operations		—			—			0.04

Diluted Net Income (Loss) Per Common Share	$	(0.62	)	$	0.25		$	0.06


Weighted average number of common shares outstanding:
Basic		118,427			108,398			103,066
Diluted		118,427			111,164			106,102

LIONS GATE ENTERTAINMENT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year			Year			Year
	Ended			Ended			Ended
	March 31,			March 31,			March 31,
	2008			2007			2006
				(restated)			(restated)
	(Amounts in thousands)
Operating Activities:
Net income (loss)	$	(73,968	)	$	27,479		$	6,096
Income (loss) from discontinued operations		—			—			4,476

Income (loss) from continuing operations		(73,968	)		27,479			1,620
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities — continuing operations
Depreciation of property and equipment		3,974			2,786			1,817
Amortization of deferred financing costs		3,581			3,756			3,804
Amortization of films and television programs		403,319			241,640			253,279
Amortization of intangible assets		1,526			884			2,004
Non-cash stock-based compensation		13,934			7,259			1,881
Interest rate swaps mark-to-market		—			—			123
Gain on sale of equity securities		(2,909	)		(1,722	)		—
Deferred income taxes		(1,087	)		6,780			297
Equity interests loss		7,559			2,605			74
Changes in operating assets and liabilities:
Restricted cash		(228	)		(4,095	)		2,093
Accounts receivable, net		(128,876	)		79,704			(33,459	)
Investment in films and television programs		(445,714	)		(297,149	)		(284,711	)
Other assets		(2,985	)		7,448			(7,892	)
Accounts payable and accrued liabilities		67,791			(38,509	)		49,155
Unpresented bank drafts		—			(14,772	)		14,772
Participation and residuals		209,806			3,261			68,676
Film obligations		1,387			(6,079	)		10,762
Deferred revenue		32,040			38,451			(31,643	)

Net Cash Flows Provided By Operating Activities — continuing operations		89,150			59,727			52,652
Net Cash Flows Provided By Operating Activities — discontinued operations		—			—			2,580

Net Cash Flows Provided By Operating Activities		89,150			59,727			55,232

Investing Activities:
Purchases of investments — auction rate securities		(229,262	)		(865,750	)		(307,031	)
Proceeds from the sale of investments — auction rate securities		466,641			795,448			139,950
Purchases of investments — equity securities		(4,836	)		(122	)		(3,470	)
Proceeds from the sale of investments — equity securities		24,155			390			2,945
Acquisition of Mandate, net of unrestricted cash acquired		(41,205	)		—			—
Loan to Mandate — preacquisition		(2,895	)		—			—
Acquisition of Maple, net of unrestricted cash acquired		1,753			—			—
Acquisition of Debmar, net of unrestricted cash acquired		—			(24,119	)		—
Acquisition of Redbus, net of unrestricted cash acquired		—			—			(27,138	)
Investment in equity method investees		(6,460	)		(5,116	)		—
Loan to equity method investee		(3,000	)		—			—
Cash received from disposition of assets, net		—			—			34,860
Purchases of property and equipment		(3,608	)		(8,348	)		(5,555	)

Net Cash Flows Provided By (Used In) Investing Activities — continuing operations		201,283			(107,617	)		(165,439	)
Net Cash Flows Provided By Investing Activities — discontinued operations		—			—			105

Net Cash Flows Provided By (Used In) Investing Activities		201,283			(107,617	)		(165,334	)

Financing Activities:
Exercise of stock options		1,251			4,277			1,408
Amounts paid to satisfy tax withholding requirements on options exercised		(5,319	)		—			—
Repurchases of common shares		(22,260	)		—			—
Borrowings under financing arrangements		3,718			—			—
Financing fees		—			—			(546	)
Borrowings under production obligations		162,400			97,083			92,605
Repayment of production obligations		(111,357	)		(48,993	)		(24,825	)
Repayment of subordinated notes		—			—			(5,000	)
Repayment of mortgages payable		—			—			(16,224	)

Net Cash Flows Provided By Financing Activities — continuing operations		28,433			52,367			47,418
Net Cash Flows Used In Financing Activities — discontinued operations		—			—			(2,703	)

Net Cash Flows Provided By Financing Activities		28,433			52,367			44,715

Net Change In Cash And Cash Equivalents		318,866			4,477			(65,387	)

Foreign Exchange Effects on Cash — continuing operations		1,226			42			(628	)
Foreign Exchange Effects on Cash — discontinued operations		—			—			154

Foreign Exchange Effects on Cash		1,226			42			(474	)

Cash and Cash Equivalents — Beginning Of Year		51,497			46,978			112,839

Cash and Cash Equivalents — End Of Year	$	371,589		$	51,497		$	46,978

LIONS GATE ENTERTAINMENT CORP.

RECONCILIATION OF NET CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES TO FREE CASH FLOW


	Year Ended
	March 31,
	2008
	(Amounts in thousands)
Net Cash Flows Provided By Operating Activities	$	89,150
Purchases of property and equipment		(3,608	)
Net borrowings under and repayment of production obligations		51,043

Free Cash Flow, as defined	$	136,585

Free cash flow is defined as net cash flows provided by operating activities, less purchases of property and equipment and plus or minus the net increase or decrease in production obligations. The adjustment for the production obligations is made because the GAAP based cash flows from operations reflects a non-cash reduction of cash flows for the cost of films associated with production obligations prior to the time the Company actually pays for the film. The Company believes that it is more meaningful to reflect the impact of the payment for these films in its free cash flow when the payments are actually made.

Free cash flow is a non-GAAP financial measure as defined in Regulation G promulgated by the Securities and Exchange Commission. This non-GAAP financial measure is in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with Generally Accepted Accounting Principles.

Management believes this non-GAAP measure provides useful information to investors regarding cash that our operating businesses generate whether classified as operating or financing activity (related to the production of our films) within our GAAP based statement of cash flows, before taking into account cash movements that are non-operational. Free cash flow is a non-GAAP financial measure commonly used in the entertainment industry and by financial analysts and others who follow the industry. Not all companies calculate free cash flow in the same manner and the measure as presented may not be comparable to similarly titled measures presented by other companies.

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