Lions Gate Entertainment Corp. 8-K

0000950148-08-000344.txt : 20080808 0000950148-08-000344.hdr.sgml : 20080808 20080808165312 ACCESSION NUMBER: 0000950148-08-000344 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080808 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080808 DATE AS OF CHANGE: 20080808 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: 081003197 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 v42936e8vk.htm LIONS GATE ENTERTAINMENT CORP. 8-K Lions Gate Entertainment Corp. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): August 8, 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 August 8, 2008, we issued a press release announcing our results of operations for the first quarter of 2009. 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 negative $110.1 million for the quarter ended June 30, 2008. Free cash flow is a non-GAAP financial measure, as defined in Regulation G promulgated by the Securities and Exchange Commission (the “SEC”). Net cash flows used in operating activities were approximately $149.8 million for the quarter ended June 30, 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 (“GAAP”).

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.

EBITDA

In our press release, we also disclosed EBITDA of $13.2 million for the quarter ended June 30, 2008. EBITDA is a non-GAAP financial measure, as defined in Regulation G promulgated by the SEC. A reconciliation of EBITDA, as defined to net income (loss), is included in Exhibit 99.1.

EBITDA is defined as earnings before interest, income tax provision, depreciation and equity interests losses. We believe EBITDA, as defined, to be a meaningful indicator of our performance that provides useful information to investors regarding our financial condition and results of operations. Presentation of EBITDA, as defined, is a non-GAAP financial measure commonly used in the entertainment industry and by financial analysts and others who follow the industry to measure operating performance. While we consider EBITDA, as defined, to be an important measure of comparative operating performance, it should be considered in addition to, but not as a substitute for, net income and other measures of financial performance reported in accordance with GAAP. EBITDA, as defined, does not reflect cash available to fund cash requirements. Not all companies calculate EBITDA, as defined, 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 August 8, 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: August 8, 2008	LIONS GATE ENTERTAINMENT CORP.
	/s/ James Keegan
	James Keegan
	Chief Financial Officer

EX-99.1 2 v42936exv99w1.htm EX-99.1 EX-99.1

Exhibit 99.1

LIONSGATE REPORTS REVENUES OF $298.5 MILLION FOR FIRST QUARTER
OF FISCAL 2009, UP 50% FROM PRIOR YEAR’S FIRST QUARTER;
NET INCOME OF $7.1 MILLION COMPARED TO NET LOSS OF $53.1 MILLION IN
PRIOR YEAR FIRST QUARTER

Company Reports Positive EBITDA Before Equity Interests Of $13.2 Million
In Q1 Compared To Negative $50.7 Million In Prior Year First Quarter

Santa Monica, CA, and Vancouver, BC, August 8, 2008 -— Lionsgate (NYSE: LGF), the leading next generation filmed entertainment studio, continued its strong growth momentum, reporting revenues of $298.5 million, net income of $7.1 million and EBITDA of positive $13.2 million for the first quarter of fiscal 2009 (period ended June 30, 2008), the Company announced today. EBITDA is defined as earnings before interest, income tax provision, depreciation and equity interests. Lionsgate senior management noted that the 50% revenue growth was driven by double-digit revenue increases in all of its core businesses, including motion pictures, television programming, home entertainment, library, international and digital.

Net income of $7.1 million in the quarter translated into basic net income per common share of $0.06 based on 118.4 million weighted average common shares outstanding compared to a net loss of $53.1 million or basic loss per common share of $0.45 based on 117.1 million weighted average common shares outstanding in the prior year’s first quarter. The $60 million improvement in profitability over the prior year’s first quarter was primarily attributable to lower theatrical P&A costs expensed in the quarter in addition to strong revenue gains throughout the Company’s core businesses.

“Our robust operations, coupled with the recent close of our $340 million five-year revolving credit facility with JP Morgan and our strong balance sheet, positions us to continue growing our business despite the current difficult market environment,” said Lionsgate Co-Chairman and Chief Executive Officer Jon Feltheimer. “As a result, we expect to continue our double-digit revenue growth this year, with a view toward generating significant positive EBITDA and continued double-digit revenue growth in fiscal 2010.”

The Company’s filmed entertainment backlog also grew to a record $441.2 million at June 30, 2008. Filmed entertainment backlog represents the amount of future revenue contracted but not yet recorded from the licensing of films and television product for television exhibition and in international markets.

Overall motion picture revenue for the quarter was $257.4 million, an increase of 51.1% from $170.3 million in the prior year’s first quarter, due to growth throughout the theatrical, DVD, television from motion pictures, international and Mandate Pictures segments of the business.

Theatrical revenue was $30.5 million, an increase of 61% from $19.0 million in the prior year’s first quarter, driven by the success of The Forbidden Kingdom and continued box office revenues from Meet The Browns and The Bank Job, both released in the fourth quarter of fiscal 2008.

Lionsgate’s home entertainment revenue grew to $152.2 million in the quarter, a 47% increase from $103.8 million in the prior year first quarter. The results reflected strength throughout the Company’s home entertainment portfolio of packaged media, VOD and digital businesses, including the best first quarter

library revenues that the Company has ever reported. Top DVD titles in the quarter such as Rambo, The Eye, Witless Protection, 3:10 To Yuma (released in January 2008) and Bella (from Roadside Attractions) reflected significant and growing contributions from strong BluRay high-definition disc sales.

Television revenue included in the motion picture segment was $28.9 million in the first quarter, a 29% increase from $22.4 million in the prior year first quarter, led by titles such as 3:10 To Yuma, Bratz: The Movie, Good Luck Chuck, Saw IV and War.

Lionsgate’s international revenue grew 51% to $34.3 million in the first quarter compared to $22.7 million in the first quarter of the prior year, attributable primarily to the international performance of Saw IV and The Eye. The Company had its best foreign sales market at the Cannes Film Festival in May.

Mandate Pictures reported first quarter revenues of $8.5 million, reflecting contributions from 30 Days of Night, Harold and Kumar Escape From Guantanamo Bay, Juno, Messengers and Passengers.

Television production revenue in the quarter was $41.1 million, up 45% from $28.4 million in the prior year first quarter as Weeds Season 4 (Showtime), Mad Men Season 2 (AMC), Fear Itself (NBC), Debmar-Mercury’s Tyler Perry’s House of Payne (TBS) and Family Feud, and the Weeds Season 3 DVD all made strong contributions. Weeds has been picked up for its fifth and sixth seasons by Showtime, positioning the Emmy-nominated series for future syndication, and Mad Men earned 16 Emmy (R) nominations, a record for a basic cable drama series.

Lionsgate senior management will hold its analyst and investor conference call to discuss its fiscal 2009 first quarter financial results at 9:00 A.M. ET/6:00 A.M. PT, Monday, August 11, 2008. Interested parties may participate live in the conference call by calling 1-800-230-1092 (612-288-0329 outside the U.S. and Canada). A full digital replay will be available from Monday morning, August 11, through Monday, August 18, by dialing 1-800-475-6701 (320-365-3844 outside the U.S. and Canada) and using access code 956017.

Lionsgate is the 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 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 has generated more than $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 8% 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

Kristin Robinson
Lionsgate
310-255-5114
krobinson@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 and fiscal 2010. 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.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30,			March 31,
	2008			2008
	(Unaudited)
	(Amounts in thousands,
	except share amounts)
ASSETS
Cash and cash equivalents	$	230,590		$	371,589
Restricted cash		15,850			10,300
Investments		6,909			6,927
Accounts receivable, net of reserve for video returns and allowances of $98,024 (March 31, 2008 - $95,515) and provision for doubtful accounts of $6,302 (March 31, 2008 - $5,978)		198,440			260,284
Investment in films and television programs		740,480			608,942
Property and equipment		14,836			13,613
Goodwill		224,213			224,531
Other assets		55,429			41,572

	$	1,486,747		$	1,537,758


LIABILITIES
Accounts payable and accrued liabilities	$	182,985		$	245,430
Participation and residuals		350,952			385,846
Film and production obligations		312,616			278,016
Subordinated notes and other financing obligations		328,718			328,718
Deferred revenue		129,063			111,510

		1,304,334			1,349,520


Commitments and contingencies

SHAREHOLDERS’ EQUITY
Common shares, no par value, 500,000,000 shares authorized, 121,445,965 and 121,081,311 shares issued at June 30, 2008 and March 31, 2008, respectively		437,990			434,650
Series B preferred shares (10 shares issued and outstanding)		—			—
Accumulated deficit		(216,524	)		(223,619	)
Accumulated other comprehensive loss		(373	)		(533	)

		221,093			210,498
Treasury shares, no par value, 4,072,499 and 2,410,499 shares at June 30, 2008 and March 31, 2008, respectively		(38,680	)		(22,260	)

		182,413			188,238
	$	1,486,747		$	1,537,758

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


	Three Months			Three Months
	Ended			Ended
	June 30,			June 30,
	2008			2007
	(Amounts in thousands, except
	per share amounts)
Revenues	$	298,459		$	198,742
Expenses:
Direct operating		148,008			87,058
Distribution and marketing		98,975			135,501
General and administration		38,308			26,840
Depreciation		1,062			908

Total expenses		286,353			250,307

Operating income (loss)		12,106			(51,565	)

Other expenses (income):
Interest expense		4,311			3,860
Interest and other income		(2,155	)		(3,803	)

Total other expenses, net		2,156			57

Income (loss) before equity interests and income taxes		9,950			(51,622	)
Equity interests loss		(2,186	)		(807	)

Income (loss) before income taxes		7,764			(52,429	)
Income tax provision		669			689

Net income (loss)	$	7,095		$	(53,118	)

Basic Net Income (Loss) Per Common Share	$	0.06		$	(0.45	)

Diluted Net Income (Loss) Per Common Share	$	0.06		$	(0.45	)

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months			Three Months
	Ended			Ended
	June 30,			June 30,
	2008			2007
	(Amounts in thousands)
Operating Activities:
Net income (loss)	$	7,095		$	(53,118	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation of property and equipment		1,062			908
Amortization of deferred financing costs		933			884
Amortization of films and television programs		69,047			49,862
Amortization of intangible assets		324			162
Non-cash stock-based compensation		3,419			2,846
Equity interests loss		2,186			807
Changes in operating assets and liabilities:
Restricted cash		(5,550	)		271
Accounts receivable, net		61,961			9,439
Investment in films and television programs		(200,897	)		(136,139	)
Other assets		(2,571	)		(3,061	)
Accounts payable and accrued liabilities		(62,039	)		20,185
Participation and residuals		(34,893	)		15,527
Film obligations		(7,445	)		4,361
Deferred revenue		17,551			31,486

Net Cash Flows Used In Operating Activities		(149,817	)		(55,580	)

Investing Activities:
Purchases of investments — auction rate securities		—			(172,442	)
Proceeds from the sale of investments — auction rate securities		—			243,491
Purchases of investments — equity securities		—			(3,432	)
Proceeds from the sale of investments — equity securities		—			16,343
Investment in equity method investees		(11,094	)		—
Loan to equity method investee		(3,100	)
Purchases of property and equipment		(2,279	)		(2,017	)

Net Cash Flows Provided By (Used In) Investing Activities		(16,473	)		81,943

Financing Activities:
Exercise of stock options		825			390
Amounts paid to satisfy tax withholding requirements on equity awards		(1,113	)		—
Repurchases of common shares		(16,420	)		—
Borrowings under financing arrangements		—			3,718
Increase in production obligations		70,545			22,869
Payment of production obligations		(28,505	)		(47,660	)

Net Cash Flows Provided By (Used In) Financing Activities		25,332			(20,683	)

Net Change In Cash And Cash Equivalents		(140,958	)		5,680
Foreign Exchange Effects on Cash		(41	)		1,403
Cash and Cash Equivalents — Beginning Of Period		371,589			51,497

Cash and Cash Equivalents — End Of Period	$	230,590		$	58,580

LIONS GATE ENTERTAINMENT CORP.

RECONCILIATION OF FREE CASH FLOW, AS DEFINED
TO NET CASH FLOWS USED IN OPERATING ACTIVITIES


	Three Months			Three Months
	Ended			Ended
	June 30,			June 30,
	2008			2007
	(Amounts in thousands)
Free Cash Flow, as defined	$	(110,056	)	$	(82,388	)
Purchases of property and equipment		(2,279	)		(2,017	)
Net borrowings under and repayment of production obligations		42,040			(24,791	)

Net Cash Flows Used In Operating Activities	$	(149,817	)	$	(55,580	)

Free cash flow is defined as net cash flows used in 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.

LIONS GATE ENTERTAINMENT CORP.

RECONCILIATION OF EBITDA, AS DEFINED TO NET INCOME (LOSS)


	Three Months			Three Months
	Ended			Ended
	June 30,			June 30,
	2008			2007
	(Amounts in thousands)
EBITDA, as defined	$	13,168		$	(50,657	)
Depreciation		(1,062	)		(908	)
Interest expense		(4,311	)		(3,860	)
Interest and other income		2,155			3,803
Equity interests loss		(2,186	)		(807	)
Income tax provision		(669	)		(689	)

Net income (loss)	$	7,095		$	(53,118	)

EBITDA is defined as earnings before interest, income tax provision, depreciation and equity interests losses. EBITDA as defined, is a non-GAAP financial measure. Management believes EBITDA as defined, to be a meaningful indicator of our performance that provides useful information to investors regarding our financial condition and results of operations. Presentation of EBITDA as defined, is a non-GAAP financial measure commonly used in the entertainment industry and by financial analysts and others who follow the industry to measure operating performance. While management considers EBITDA as defined, to be an important measure of comparative operating performance, it should be considered in addition to, but not as a substitute for, net income and other measures of financial performance reported in accordance with Generally Accepted Accounting Principles. EBITDA as defined, does not reflect cash available to fund cash requirements. Not all companies calculate EBITDA as defined, 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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