e10vq
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
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For the quarterly period ended
September 30, 2006
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or
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
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|
For the transition period
from
to
|
Commission File No.: 1-14880
Lions Gate Entertainment
Corp.
(Exact name of registrant as
specified in its charter)
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|
|
British Columbia,
Canada
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N/A
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(State or other jurisdiction
of
incorporation or organization)
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|
(I.R.S. Employer
Identification No.)
|
1055 West
Hastings Street, Suite 2200
Vancouver, British Columbia V6E 2E9
and
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404
(Address
of principal executive offices)
(877) 848-3866
(Registrants
telephone number, including area code)
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. Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act.
Large accelerated
filer þ Accelerated
Filer o Non-accelerated
Filer o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.
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|
|
Title of Each Class
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Outstanding at November 1, 2006
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|
Common Shares, no par value per
share
|
|
105,431,941 shares
|
TABLE OF
CONTENTS
FORWARD-LOOKING
STATEMENTS
This report contains forward-looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995. In some cases you can identify forward-looking
statements by terms such as may, intend,
will, could, would,
expects, believe, estimate,
or the negative of these terms, and similar expressions intended
to identify forward-looking statements.
These forward-looking statements reflect our current views with
respect to future events and are based on assumptions and are
subject to risks and uncertainties. Also, these forward-looking
statements present our estimates and assumptions only as of the
date of this report. Except for our ongoing obligation to
disclose material information as required by federal securities
laws, we do not intend to update you concerning any future
revisions to any forward-looking statements to reflect events or
circumstances occurring after the date of this report.
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 found under the heading Risk Factors in our
Annual Report on
Form 10-K
filed with the Securities and Exchange Commission
(SEC) on June 14, 2006, which risk factors are
incorporated herein by reference.
2
PART I
FINANCIAL INFORMATION
|
|
Item 1.
|
Financial
Statements.
|
LIONS
GATE ENTERTAINMENT CORP.
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|
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|
|
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|
|
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September 30,
|
|
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March 31,
|
|
|
|
2006
|
|
|
2006
|
|
|
|
(Unaudited)
|
|
|
(Note 1)
|
|
|
|
(Amounts in thousands,
|
|
|
|
except share amounts)
|
|
|
ASSETS
|
Cash and cash equivalents
|
|
$
|
52,762
|
|
|
$
|
46,978
|
|
Restricted cash
|
|
|
2,544
|
|
|
|
820
|
|
Investments auction
rate securities
|
|
|
146,749
|
|
|
|
167,081
|
|
Investments equity
securities
|
|
|
14,040
|
|
|
|
14,921
|
|
Accounts receivable, net of
reserve for video returns and allowances of $67,197
(March 31, 2006 $73,366) and provision for
doubtful accounts of $10,248 (March 31, 2006
$10,934)
|
|
|
94,291
|
|
|
|
182,659
|
|
Investment in films and television
programs
|
|
|
515,236
|
|
|
|
417,750
|
|
Property and equipment
|
|
|
9,942
|
|
|
|
7,218
|
|
Goodwill
|
|
|
196,665
|
|
|
|
185,117
|
|
Other assets
|
|
|
23,271
|
|
|
|
30,705
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,055,500
|
|
|
$
|
1,053,249
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
Accounts payable and accrued
liabilities
|
|
$
|
159,396
|
|
|
$
|
188,793
|
|
Unpresented bank drafts
|
|
|
|
|
|
|
14,772
|
|
Film obligations
|
|
|
320,895
|
|
|
|
284,987
|
|
Subordinated notes
|
|
|
385,000
|
|
|
|
385,000
|
|
Deferred revenue
|
|
|
53,230
|
|
|
|
30,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
918,521
|
|
|
|
903,979
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS
EQUITY
|
Common shares, no par value,
500,000,000 shares authorized, 105,416,841 at
September 30, 2006 and 104,422,765 at March 31,
2006 shares issued and outstanding
|
|
|
334,836
|
|
|
|
328,771
|
|
Series B preferred shares
(10 shares issued and outstanding)
|
|
|
|
|
|
|
|
|
Restricted share units
|
|
|
|
|
|
|
5,178
|
|
Unearned compensation
|
|
|
|
|
|
|
(4,032
|
)
|
Accumulated deficit
|
|
|
(195,126
|
)
|
|
|
(177,130
|
)
|
Accumulated other comprehensive
loss
|
|
|
(2,731
|
)
|
|
|
(3,517
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
136,979
|
|
|
|
149,270
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,055,500
|
|
|
$
|
1,053,249
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
3
LIONS
GATE ENTERTAINMENT CORP.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Three Months
|
|
|
Three Months
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
(Amounts in thousands, except per share amounts)
|
|
|
Revenues
|
|
$
|
218,169
|
|
|
$
|
210,978
|
|
|
$
|
390,625
|
|
|
$
|
403,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating
|
|
|
94,723
|
|
|
|
108,479
|
|
|
|
163,268
|
|
|
|
208,224
|
|
Distribution and marketing
|
|
|
113,345
|
|
|
|
97,688
|
|
|
|
200,391
|
|
|
|
191,169
|
|
General and administration
|
|
|
21,727
|
|
|
|
15,074
|
|
|
|
40,960
|
|
|
|
32,342
|
|
Depreciation
|
|
|
581
|
|
|
|
387
|
|
|
|
1,125
|
|
|
|
932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
230,376
|
|
|
|
221,628
|
|
|
|
405,744
|
|
|
|
432,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Loss
|
|
|
(12,207
|
)
|
|
|
(10,650
|
)
|
|
|
(15,119
|
)
|
|
|
(28,849
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expense
(Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
4,904
|
|
|
|
4,632
|
|
|
|
9,580
|
|
|
|
9,256
|
|
Interest rate swaps
mark-to-market
|
|
|
|
|
|
|
104
|
|
|
|
|
|
|
|
123
|
|
Interest income
|
|
|
(2,286
|
)
|
|
|
(851
|
)
|
|
|
(4,847
|
)
|
|
|
(1,916
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses
|
|
|
2,618
|
|
|
|
3,885
|
|
|
|
4,733
|
|
|
|
7,463
|
|
Loss Before Equity Interests
and Income Taxes
|
|
|
(14,825
|
)
|
|
|
(14,535
|
)
|
|
|
(19,852
|
)
|
|
|
(36,312
|
)
|
Equity interests
|
|
|
(435
|
)
|
|
|
(54
|
)
|
|
|
(377
|
)
|
|
|
(54
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss Before Income
Taxes
|
|
|
(15,260
|
)
|
|
|
(14,589
|
)
|
|
|
(20,229
|
)
|
|
|
(36,366
|
)
|
Income tax provision (benefit)
|
|
|
(868
|
)
|
|
|
391
|
|
|
|
(2,233
|
)
|
|
|
461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before discontinued
operations
|
|
|
(14,392
|
)
|
|
|
(14,980
|
)
|
|
|
(17,996
|
)
|
|
|
(36,827
|
)
|
Income from discontinued
operations, net of tax of nil (Note 1)
|
|
|
|
|
|
|
874
|
|
|
|
|
|
|
|
902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(14,392
|
)
|
|
$
|
(14,106
|
)
|
|
$
|
(17,996
|
)
|
|
$
|
(35,925
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss Per
Common Share From Continuing Operations
|
|
$
|
(0.14
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.36
|
)
|
Basic and Diluted Earnings Per
Common Share From Discontinued Operations
|
|
|
|
|
|
|
0.01
|
|
|
|
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Net Loss per
Common Share
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.35
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
4
LIONS
GATE ENTERTAINMENT CORP.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series B
|
|
|
Restricted
|
|
|
|
|
|
|
|
|
Comprehensive
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Common Shares
|
|
|
Preferred Shares
|
|
|
Share
|
|
|
Unearned
|
|
|
Accumulated
|
|
|
Income
|
|
|
Comprehensive
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Amount
|
|
|
Number
|
|
|
Amount
|
|
|
Units
|
|
|
Compensation
|
|
|
Deficit
|
|
|
(Loss)
|
|
|
Loss
|
|
|
Total
|
|
|
|
|
|
|
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
Balance at March 31, 2005
|
|
|
101,843,708
|
|
|
$
|
305,662
|
|
|
|
10
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(183,226
|
)
|
|
|
|
|
|
$
|
(5,297
|
)
|
|
$
|
117,139
|
|
|
|
|
|
Exercise of stock options
|
|
|
361,310
|
|
|
|
1,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,408
|
|
|
|
|
|
Issuance to directors for services
|
|
|
20,408
|
|
|
|
203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
203
|
|
|
|
|
|
Impact of previously modified stock
options
|
|
|
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
Issuance of common shares in
connection with acquisition of film assets
|
|
|
399,042
|
|
|
|
3,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,775
|
|
|
|
|
|
Issuance of common shares in
connection with acquisition of common shares of Image
Entertainment
|
|
|
1,104,004
|
|
|
|
11,537
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,537
|
|
|
|
|
|
Issuance of common shares in
connection with acquisition of Redbus
|
|
|
643,460
|
|
|
|
5,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,643
|
|
|
|
|
|
Issuance of restricted share units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,694
|
|
|
|
(5,694
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of restricted share
units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,662
|
|
|
|
|
|
Vesting of restricted share units
|
|
|
50,833
|
|
|
|
516
|
|
|
|
|
|
|
|
|
|
|
|
(516
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,096
|
|
|
$
|
6,096
|
|
|
|
|
|
|
|
6,096
|
|
|
|
|
|
Foreign currency translation
adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,223
|
|
|
|
2,223
|
|
|
|
2,223
|
|
|
|
|
|
Net unrealized loss on foreign
exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(356
|
)
|
|
|
(356
|
)
|
|
|
(356
|
)
|
|
|
|
|
Unrealized loss on
investments available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(87
|
)
|
|
|
(87
|
)
|
|
|
(87
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2006
|
|
|
104,422,765
|
|
|
$
|
328,771
|
|
|
|
10
|
|
|
$
|
|
|
|
$
|
5,178
|
|
|
$
|
(4,032
|
)
|
|
$
|
(177,130
|
)
|
|
|
|
|
|
$
|
(3,517
|
)
|
|
$
|
149,270
|
|
|
|
|
|
Reclassification of unearned
compensation and restricted share common units upon adoption of
SFAS No. 123(R)
|
|
|
|
|
|
|
1,146
|
|
|
|
|
|
|
|
|
|
|
|
(5,178
|
)
|
|
|
4,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
897,388
|
|
|
|
2,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,429
|
|
|
|
|
|
Vesting of restricted share units
|
|
|
77,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance to directors for services
|
|
|
19,604
|
|
|
|
179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179
|
|
|
|
|
|
Stock based compensation
|
|
|
|
|
|
|
2,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,311
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,996
|
)
|
|
$
|
(17,996
|
)
|
|
|
|
|
|
|
(17,996
|
)
|
|
|
|
|
Foreign currency translation
adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,680
|
|
|
|
1,680
|
|
|
|
1,680
|
|
|
|
|
|
Net unrealized loss on foreign
exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
|
|
(14
|
)
|
|
|
(14
|
)
|
|
|
|
|
Unrealized loss on
investments available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(880
|
)
|
|
|
(880
|
)
|
|
|
(880
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(17,210
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2006
|
|
|
105,416,841
|
|
|
$
|
334,836
|
|
|
|
10
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
(195,126
|
)
|
|
|
|
|
|
$
|
(2,731
|
)
|
|
$
|
136,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
5
LIONS
GATE ENTERTAINMENT CORP.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(Amounts in thousands)
|
|
|
Operating Activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(17,996
|
)
|
|
$
|
(35,925
|
)
|
Income from discontinued operations
|
|
|
|
|
|
|
902
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(17,996
|
)
|
|
|
(36,827
|
)
|
Adjustments to reconcile net loss
to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
Depreciation of property and
equipment
|
|
|
1,125
|
|
|
|
932
|
|
Amortization of deferred financing
costs
|
|
|
1,957
|
|
|
|
1,849
|
|
Amortization of films and
television programs
|
|
|
81,998
|
|
|
|
134,409
|
|
Amortization of intangible assets
|
|
|
488
|
|
|
|
1,240
|
|
Non-cash stock-based compensation
|
|
|
2,490
|
|
|
|
836
|
|
Interest rate swaps
mark-to-market
|
|
|
|
|
|
|
123
|
|
Equity interests
|
|
|
377
|
|
|
|
54
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
(1,724
|
)
|
|
|
1,916
|
|
Accounts receivable, net
|
|
|
99,804
|
|
|
|
14,817
|
|
Increase in investment in films and
television programs
|
|
|
(164,071
|
)
|
|
|
(157,411
|
)
|
Other assets
|
|
|
5,543
|
|
|
|
(2,764
|
)
|
Accounts payable and accrued
liabilities
|
|
|
(34,039
|
)
|
|
|
20,786
|
|
Unpresented bank drafts
|
|
|
(14,772
|
)
|
|
|
|
|
Film obligations
|
|
|
27,286
|
|
|
|
76,632
|
|
Deferred revenue
|
|
|
22,316
|
|
|
|
(19,992
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Provided By
Operating Activities continuing operations
|
|
|
10,782
|
|
|
|
36,600
|
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Provided By
Operating Activities discontinued
operations
|
|
|
|
|
|
|
1,128
|
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Provided By
Operating Activities
|
|
|
10,782
|
|
|
|
37,728
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
Purchases of
investments auction rate securities
|
|
|
(296,043
|
)
|
|
|
(137,827
|
)
|
Purchases of
investments equity securities
|
|
|
|
|
|
|
(3,470
|
)
|
Sales of investments
auction rate securities
|
|
|
316,375
|
|
|
|
47,500
|
|
Cash received from sale of
investment
|
|
|
|
|
|
|
2,945
|
|
Acquisition of Debmar, net of cash
acquired
|
|
|
(24,112
|
)
|
|
|
|
|
Purchases of property and equipment
|
|
|
(3,537
|
)
|
|
|
(2,157
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Used In Investing
Activities continuing operations
|
|
|
(7,317
|
)
|
|
|
(93,009
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Provided by
Investing Activities discontinued
operations
|
|
|
|
|
|
|
65
|
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Used In Investing
Activities
|
|
|
(7,317
|
)
|
|
|
(92,944
|
)
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
Issuance of common shares
|
|
|
2,429
|
|
|
|
681
|
|
Financing Fees
|
|
|
|
|
|
|
(260
|
)
|
Repayment of subordinated notes
|
|
|
|
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Provided By (Used
In) Financing Activities continuing
operations
|
|
|
2,429
|
|
|
|
(4,579
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Used In Financing
Activities discontinued operations
|
|
|
|
|
|
|
(2,211
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Provided By (Used
In) Financing Activities
|
|
|
2,429
|
|
|
|
(6,790
|
)
|
|
|
|
|
|
|
|
|
|
Net Change In Cash And Cash
Equivalents
|
|
|
5,894
|
|
|
|
(62,006
|
)
|
Foreign Exchange Effects on
Cash
|
|
|
(110
|
)
|
|
|
514
|
|
Cash and Cash
Equivalents Beginning Of Period
|
|
|
46,978
|
|
|
|
112,839
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash
Equivalents End Of Period
|
|
$
|
52,762
|
|
|
$
|
51,347
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
6
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Nature
of Operations
Lions Gate Entertainment Corp. (the Company,
Lionsgate, us or our) is a
diversified independent producer and distributor of motion
pictures, television programming, home entertainment,
video-on-demand
and music content. The Company also acquires distribution rights
from a wide variety of studios, production companies and
independent producers.
Basis
of Presentation
The accompanying unaudited condensed consolidated financial
statements include the accounts of Lionsgate and all of its
majority-owned and controlled subsidiaries and consolidated
variable interest entities, with a provision for minority
interests.
The unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally
accepted in the United States (U.S. GAAP) for
interim financial information and the instructions to
Form 10-Q
and Article 10 of
Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by U.S. GAAP for complete financial
statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered
necessary for a fair presentation have been reflected in these
unaudited condensed consolidated financial statements. Operating
results for the three and six months ended September 30,
2006 are not necessarily indicative of the results that may be
expected for the fiscal year ended March 31, 2007. The
balance sheet at March 31, 2006 has been derived from the
audited financial statements at that date but does not include
all the information and footnotes required by U.S. GAAP for
complete financial statements. The accompanying unaudited
condensed consolidated financial statements should be read
together with the consolidated financial statements and related
notes included in our Annual Report on
Form 10-K
for the fiscal year ended March 31, 2006.
Certain amounts presented for fiscal 2006 have been reclassified
to conform to the fiscal 2007 presentation.
Sale
of Studio Facility and Revised Prior Year
Presentation
As a result of the Companys sale of the studio facilities
on March 15, 2006, the Companys consolidated
statements of operations for the three and six months ended
September 30, 2005 have been revised to reflect total
revenues of $1.6 million and $3.0 million and total
expenses of $0.7 million and $2.1 million of the
studio facilities for the three and six months ended
September 30, 2005, respectively, net within the
discontinued operations section of the consolidated statements
of operations.
Use of
Estimates
The preparation of financial statements in conformity with
U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported
amounts of revenue and expenses during the reporting period. The
most significant estimates made by management in the preparation
of the financial statements relate to ultimate revenue and costs
for investment in films and television programs; estimates of
sales returns, provision for doubtful accounts, fair value of
assets and liabilities for allocation of the purchase price of
companies acquired, income taxes and accruals for contingent
liabilities; and impairment assessments for investment in films
and television programs, property and equipment, goodwill and
intangible assets. Actual results could differ from such
estimates.
7
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Recent
Accounting Pronouncements
Statement of Financial Accounting Standards
No. 123R. In December 2004, the FASB issued
SFAS No. 123 (revised 2004), Share-Based
Payment (SFAS No. 123(R)). SFAS No. 123(R)
revises SFAS No. 123 and eliminates the alternative to
use the intrinsic method of accounting under APB No. 25.
SFAS No. 123(R) requires all public companies accounting
for share-based payment transactions in which an enterprise
receives employee services in exchange for (a) equity
instruments of the enterprise or (b) liabilities that are
based on the fair value of the enterprises equity
instruments or that may be settled by the issuance of such
equity instruments, to account for these types of transactions
using a
fair-value-based
method. Effective April 1, 2006, the Company adopted the
fair value recognition provisions of FASB Statement
No. 123(R), Share-Based Payment,
(SFAS No. 123(R)) using the modified-prospective
transition method. Under such transition method, compensation
cost recognized in the three and six months ended
September 30, 2006 includes: (a) compensation cost for
all stock options granted prior to, but not yet vested as of,
April 1, 2006, based on the grant date fair value estimated
in accordance with the original provisions of
SFAS No. 123, and (b) compensation cost for all
share-based payments granted on or after April 1, 2006,
based on the grant-date fair value estimated in accordance with
the provisions of SFAS No. 123(R). See note 12
for further discussion of the Companys stock-based
compensation in accordance with SFAS No. 123(R).
Statement of Financial Accounting Standards Staff Position
115-1. In March 2004, the FASB ratified the
measurement and recognition guidance and certain disclosure
requirements for impaired securities as described in EITF Issue
No. 03-1,
The Meaning of
Other-Than-Temporary
Impairment and Its Application to Certain Investments. In
November 2005, the FASB issued FASB Staff Position
SFAS 115-1,
The Meaning of
Other-Than-Temporary
Impairment and Its Application to Certain Investments
(the FSP). The FSP nullifies certain requirements of
EITF
Issue 03-1
and supersedes EITF Topic D-44, Recognition of
Other-Than-Temporary
Impairment upon the Planned Sale of a Security Whose Cost
Exceeds Fair Value. The FSP addresses the determination as
to when an investment is considered impaired, whether that
impairment is
other-than-temporary,
and the measurement of an impairment loss. The FSP also includes
accounting considerations subsequent to the recognition of an
other-than-temporary
impairment and requires certain disclosures about unrealized
losses that have not been recognized as other-than temporary
impairments. The FSP was effective for reporting periods
beginning after December 15, 2005. The adoption of the FSP
did not have a material effect on the Companys results of
operations, financial position or cash flows.
Investments classified as
available-for-sale
are reported at fair value based on quoted market prices, with
unrealized gains and losses excluded from earnings and reported
as other comprehensive income or loss (see note 10). The
cost of investments sold is determined in accordance with the
specific identification method and realized gains and losses are
included in interest income. As of September 30, 2006, the
cost, unrealized losses and carrying value of the Companys
available-for-sale
investments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
Holding
|
|
|
Carrying
|
|
|
|
Cost
|
|
|
Losses
|
|
|
Value
|
|
|
|
(Amounts in thousands)
|
|
|
Auction Rate
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction rate notes
|
|
$
|
146,749
|
|
|
$
|
|
|
|
$
|
146,749
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
15,008
|
|
|
|
(968
|
)
|
|
|
14,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
161,757
|
|
|
$
|
(968
|
)
|
|
$
|
160,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments at September 30, 2006 primarily
consist of Auction Rate Securities (ARS) and
corporate securities. The Company began investing in ARS during
the fiscal year ended March 31, 2006. ARS carry
8
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
interest rates or dividend yields that are periodically re-set
through auctions, typically every 7, 14, 28, or
35 days. ARS are usually issued with long-term maturities
or in perpetuity and are auctioned at par. Thus, the return on
the investment between auction dates is determined by the
interest rate or dividend yield set through the auctions.
Accordingly, dividends and interest earned on auction rate
investments are computed as a percentage of the principal amount
of the security. Interest and dividend income earned during the
three and six month periods ended September 30, 2006 on ARS
was $1.7 million and $3.6 million, respectively. There
was no interest or dividend income earned on ARS during the
three and six month periods ended September 30, 2005.
The Company minimizes its credit risk associated with
investments by investing primarily in investment grade, highly
liquid securities.
In accordance with SFAS No. 115, Accounting for
Certain Investments in Debt and Equity Securities, and based
on our ability to market and sell these instruments, we classify
ARS as
available-for-sale
securities and carry them at fair value.
Equity securities are comprised of the Companys investment
in the common shares of Image Entertainment, Inc.
(Image), a distributor of DVDs and entertainment
programming. During the fiscal year ended March 31, 2006,
the Company purchased in the open market 1,150,000 common shares
of Image for $3.5 million in cash, representing an average
cost per share of $3.02. Also during the fiscal year ended
March 31, 2006, the Company completed a negotiated exchange
with certain shareholders of Image in which the Company
exchanged 1,104,004 of its common shares (at $10.45 per
share) in return for 2,883,996 common shares of Image (at
$4.00 per share). The cost on an exchanged basis of the
additional 2,883,996 common shares of Image is
$11.5 million. As of September 30, 2006 and
March 31, 2006, the Company held 4,033,996 common shares of
Image acquired at an average cost per share of $3.72; the shares
held by the Company represent approximately 18.7% of
Images outstanding common shares as of October 31,
2006. The closing price of Images common shares on
September 30, 2006 was $3.48 per common share
(March 31, 2006 $3.70 per common share).
As a result, the Company had unrealized losses of
$1.0 million and $0.1 million on its investment in
Image common shares as of September 30, 2006 and
March 31, 2006, respectively. The Company has reported the
increase in the unrealized loss of $0.9 million as other
comprehensive loss in the condensed consolidated statement of
shareholders equity for the six months ended
September 30, 2006.
|
|
3.
|
Investment
in Films and Television Programs
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
March 31,
|
|
|
|
2006
|
|
|
2006
|
|
|
|
(Amounts in thousands)
|
|
|
Motion Picture
Segment Theatrical and Non-Theatrical
Films
|
|
|
|
|
|
|
|
|
Released, net of accumulated
amortization
|
|
$
|
147,749
|
|
|
$
|
154,574
|
|
Acquired libraries, net of
accumulated amortization
|
|
|
99,955
|
|
|
|
105,144
|
|
Completed and not released
|
|
|
32,437
|
|
|
|
30,444
|
|
In progress
|
|
|
103,735
|
|
|
|
47,487
|
|
In development
|
|
|
4,131
|
|
|
|
3,104
|
|
Product inventory
|
|
|
25,877
|
|
|
|
28,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
413,884
|
|
|
|
368,932
|
|
|
|
|
|
|
|
|
|
|
Television Segment
Direct-to-Television
Programs
|
|
|
|
|
|
|
|
|
Released, net of accumulated
amortization
|
|
|
50,562
|
|
|
|
36,003
|
|
In progress
|
|
|
50,183
|
|
|
|
12,311
|
|
In development
|
|
|
607
|
|
|
|
504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101,352
|
|
|
|
48,818
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
515,236
|
|
|
$
|
417,750
|
|
|
|
|
|
|
|
|
|
|
9
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Acquired libraries of $100.0 million at September 30,
2006 (March 31, 2006 $105.1 million)
include the Trimark library acquired October 2000, the Artisan
library acquired December 2003, the Modern Entertainment, Ltd.
(Modern) library acquired in August 2005, and the
Redbus library acquired in October 2005 (refer to note 8).
On August 17, 2005, the Company acquired certain of the
film assets and accounts receivable of Modern, a licensor of
film rights to DVD distributors, broadcasters and cable networks
for total consideration of $7.3 million, comprised of
$3.5 million in cash and 399,042 shares of the
Companys common shares valued at $3.8 million. In
addition, the Company recorded $0.2 million in direct
transaction costs comprised primarily of legal costs incurred in
connection with the purchased assets. The allocation of the
Modern purchase price to the assets acquired was
$5.3 million to investment in films and television programs
and $2.2 million to accounts receivable. The Trimark
library is amortized over its expected revenue stream for a
period of 20 years from the acquisition date. The remaining
amortization period on the Trimark library at September 30,
2006 is 14.0 years on unamortized costs of
$17.0 million. The Artisan library includes titles released
at least three years prior to the date of acquisition and is
amortized over its expected revenue stream for a period of
20 years from the date of acquisition. The remaining
amortization period on the Artisan library at September 30,
2006 is 17.25 years on unamortized costs of
$76.0 million. The Modern library is amortized over its
expected revenue stream for a period of 20 years from the
acquisition date. The remaining amortization period on the
Modern library at September 30, 2006 is 18.75 years on
unamortized costs of $5.0 million. The Redbus library
includes titles released at least three years prior to the date
of acquisition and is amortized over its expected revenue stream
for a period of 20 years from the date of acquisition. The
remaining amortization period on the Redbus library at
September 30, 2006 is 19.0 years on unamortized costs
of $2.2 million. The preliminary estimate of the fair value
of the individual film and television titles acquired as part of
the acquisition of Debmar-Mercury LLC (note 8) were
included in released, net of accumulated amortization in the
direct-to-television
category above.
The Company expects approximately 39% of completed films and
television programs, net of accumulated amortization, will be
amortized during the one-year period ending September 30,
2007. Additionally, the Company expects approximately 80% of
completed and released films and television programs, net of
accumulated amortization and excluding acquired libraries, will
be amortized during the three-year period ending
September 30, 2009.
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
March 31,
|
|
|
|
2006
|
|
|
2006
|
|
|
|
(Amounts in thousands)
|
|
|
Deferred financing costs, net of
accumulated amortization
|
|
$
|
13,816
|
|
|
$
|
15,626
|
|
Prepaid expenses and other
|
|
|
7,765
|
|
|
|
13,037
|
|
Intangible assets, net
|
|
|
1,690
|
|
|
|
1,478
|
|
Deferred print costs
|
|
|
|
|
|
|
564
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
23,271
|
|
|
$
|
30,705
|
|
|
|
|
|
|
|
|
|
|
Deferred Financing Costs. Deferred financing
costs primarily include costs incurred in connection with the
credit facility (see note 5) and the issuance of the
4.875% Notes, the 2.9375% Notes and the
3.625% Notes (see note 7) that are deferred and
amortized to interest expense.
Other
Investments.
Maple: On April 8, 2005, Lionsgate
entered into library and output agreements with Maple Pictures,
a Canadian corporation, for the distribution of Lionsgates
motion picture, television and home video product in Canada. As
part of this transaction, Maple Pictures purchased a majority of
the Companys interest in Christal Distribution, a number
of production entities and other Lionsgate distribution assets
in Canada. Maple Pictures was
10
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
formed by two former Lionsgate executives and a third-party
equity investor. Lionsgate also acquired and currently owns a
10% minority interest in Maple Pictures.
As a result of these transactions with Maple Pictures, Lionsgate
recorded an investment in Maple Pictures of $2.1 million in
other assets in the consolidated balance sheet. The Company is
accounting for the investment in Maple Pictures using the equity
method because of the Companys ownership percentage and
Board representation. For the three and six months ended
September 30, 2006, a loss of $0.1 million and nil,
respectively, is recorded in equity interests in the
consolidated statements of operations. For the three and six
months ended September 30, 2005, a loss of
$0.1 million is recorded in equity interests in the
consolidated statements of operations. The investment in Maple
Pictures is $2.0 million as of September 30, 2006
(March 31, 2006 $2.0 million).
CinemaNow: At March 31, 2006, the Company
had a 30% equity interest on an undiluted basis in CinemaNow,
Inc. (CinemaNow). The investment in CinemaNow was
accounted for using the equity method. The investment in
CinemaNow was nil at March 31, 2006. In June 2006, the
Company purchased $1.0 million Series E Preferred
Stock as part of a $20.3 million round of financing secured
by CinemaNow. At September 30, 2006, the Companys
equity interest in CinemaNow is 18.8% on a fully diluted basis
and 21.1% on an undiluted basis. For the three and six months
ended September 30, 2006, a loss of $0.3 million is
recorded in equity interests in the consolidated statements of
operations. There was no gain or loss recorded for the three and
six months ended September 30, 2005 in equity interests in
the consolidated statements of operations. The investment in
CinemaNow is $0.7 million as of September 30, 2006
(March 31, 2006 nil).
At September 30, 2006, the Company had a $215 million
revolving line of credit, of which $10 million is available
for borrowing by the new Redbus subsidiaries in either
U.S. dollars or British pounds sterling. At
September 30, 2006, the Company had no borrowings
(March 31, 2006 nil) under the credit facility.
The credit facility expires December 31, 2008 and bears
interest at 2.75% over the Adjusted LIBOR or the
Canadian Bankers Acceptance rate (as defined in the
credit facility), or 1.75% over the U.S. or Canadian prime
rates. The availability of funds under the credit facility is
limited by the borrowing base. Amounts available under the
credit facility are also limited by outstanding letters of
credit, which amounted to $0.3 million at
September 30, 2006. At September 30, 2006 there was
$214.7 million available under the credit facility. The
Company is required to pay a monthly commitment fee based upon
0.50% per annum on the total credit facility of
$215 million less the amount drawn. Right, title and
interest in and to all personal property of Lions Gate
Entertainment Corp. and Lions Gate Entertainment Inc. is pledged
as security for the credit facility. The credit facility is
senior to the Companys film obligations and subordinated
notes. The credit facility restricts the Company from paying
cash dividends on its common shares.
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
March 31,
|
|
|
|
2006
|
|
|
2006
|
|
|
|
(Amounts in thousands)
|
|
|
Minimum guarantees
|
|
$
|
18,254
|
|
|
$
|
22,865
|
|
Minimum guarantees and production
obligations initially incurred for a term of more than one year
|
|
|
126,094
|
|
|
|
76,821
|
|
Participation and residual costs
|
|
|
151,758
|
|
|
|
164,326
|
|
Theatrical marketing
|
|
|
2,819
|
|
|
|
1,770
|
|
Film productions
|
|
|
21,970
|
|
|
|
19,205
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
320,895
|
|
|
$
|
284,987
|
|
|
|
|
|
|
|
|
|
|
11
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company expects approximately 59% of accrued
participants shares will be paid during the one-year
period ending September 30, 2007.
3.625% Notes. In February 2005, Lions
Gate Entertainment Inc. sold $150.0 million of
3.625% Convertible Senior Subordinated Notes (the
3.625% Notes). In connection with this sale, Lions
Gate Entertainment Inc. granted the initial purchasers of the
3.625% Notes an option to purchase up to an additional
$25.0 million of the 3.625% Notes for 13 days.
The fair value of this option was not significant. The initial
purchasers exercised this option in February 2005 and purchased
an additional $25.0 million of the 3.625% Notes. The
Company received $170.2 million of net proceeds after
paying placement agents fees from the sale of
$175.0 million of the 3.625% Notes. The Company also
paid $0.6 million of offering expenses incurred in
connection with the 3.625% Notes. Interest on the
3.625% Notes is payable semi-annually on March 15 and
September 15, commencing on September 15, 2005. After
March 15, 2012, interest will be 3.125% per annum on
the principal amount of the 3.625% Notes, payable
semi-annually on March 15 and September 15 of each year. The
3.625% Notes mature on March 15, 2025. Lions Gate
Entertainment Inc. may redeem all or a portion of the
3.625% Notes at its option on or after March 15, 2012
at 100% of their principal amount, together with accrued and
unpaid interest through the date of redemption.
The holder may require Lions Gate Entertainment Inc. to
repurchase the 3.625% Notes on March 15, 2012, 2015
and 2020 or upon a change in control at a price equal to 100% of
the principal amount, together with accrued and unpaid interest
through the date of repurchase. Under certain circumstances, if
the holder requires Lions Gate Entertainment Inc. to
repurchase all or a portion of their notes upon a change in
control, they will be entitled to receive a make whole premium.
The amount of the make whole premium, if any, will be based on
the price of our common shares on the effective date of the
change in control. No make whole premium will be paid if the
price of our common shares is less than $10.35 per share or
if the price of the common shares of the Company exceeds
$75.00 per share.
The 3.625% Notes are convertible, at the option of the
holder, at any time before the close of business on or prior to
the trading day immediately before the maturity date, if the
notes have not been previously redeemed or repurchased, at a
conversion rate of 70.0133 shares per $1,000 principal
amount of the 3.625% Notes, subject to adjustment in
certain circumstances, which is equal to a conversion price of
approximately $14.28 per share. Upon conversion of the
3.625% Notes, the Company has the option to deliver, in
lieu of common shares, cash or a combination of cash and our
common shares. The holder may convert the 3.625% Notes into
our common shares prior to maturity if the notes have been
called for redemption, a change in control occurs or certain
corporate transactions occur.
2.9375% Notes. In October 2004, Lions
Gate Entertainment Inc. sold $150.0 million of
2.9375% Convertible Senior Subordinated Notes (the
2.9375% Notes). The Company received
$146.0 million of net proceeds after paying placement
agents fees from the sale of $150.0 million of the
2.9375% Notes. The Company also paid $0.7 million of
offering expenses incurred in connection with the
2.9375% Notes. Interest on the 2.9375% Notes is
payable semi-annually on April 15 and October 15,
commencing on April 15, 2005, and the 2.9375% Notes
mature on October 15, 2024. From October 15, 2009 to
October 14, 2010, Lions Gate Entertainment Inc. may redeem
the 2.9375% Notes at 100.839%; from October 15, 2010
to October 14, 2011, Lions Gate Entertainment Inc. may
redeem the 2.9375% Notes at 100.420%; and thereafter at
100%.
The holder may require Lions Gate Entertainment Inc. to
repurchase the 2.9375% Notes on October 15, 2011, 2014
and 2019 or upon a change in control at a price equal to 100% of
the principal amount, together with accrued and unpaid interest
through the date of repurchase. Under certain circumstances, if
the holder requires Lions Gate Entertainment Inc. to repurchase
all or a portion of their notes upon a change in control, they
will be entitled to receive a make whole premium. The amount of
the make whole premium, if any, will be based on the price of
our
12
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
common shares on the effective date of the change in control. No
make whole premium will be paid if the price of our common
shares is less than $8.79 per share or if the price of our
common shares exceeds $50.00 per share.
The holder may convert the 2.9375% Notes into our common
shares prior to maturity only if the price of our common shares
issuable upon conversion of a note reaches a specified threshold
over a specified period, the trading price of the notes falls
below certain thresholds, the notes have been called for
redemption, a change in control occurs or certain corporate
transactions occur. In addition, under certain circumstances, if
the holder converts their notes upon a change in control, such
holder will be entitled to receive a make whole premium. Before
the close of business on or prior to the trading day immediately
before the maturity date, if the notes have not been previously
redeemed or repurchased, the holder may convert the notes into
our common shares at a conversion rate of 86.9565 shares
per $1,000 principal amount of the 2.9375% Notes, subject
to adjustment in certain circumstances, which is equal to a
conversion price of approximately $11.50 per share.
4.875% Notes. In December 2003, Lions
Gate Entertainment Inc. sold $60.0 million of
4.875% Convertible Senior Subordinated Notes (the
4.875% Notes). The Company received
$57.0 million of net proceeds after paying placement
agents fees from the sale of $60.0 million of the
4.875% Notes. The Company also paid $0.7 million of
offering expenses incurred in connection with the
4.875% Notes. Interest on the 4.875% Notes is due
semi-annually on June 15 and December 15, commencing on
June 15, 2004, and the 4.875% Notes mature on
December 15, 2010.
The 4.875% Notes are convertible, at the option of the
holder, at any time before the close of business on or prior to
the trading day immediately before the maturity date if the
notes have not been previously redeemed or repurchased at a
conversion rate of 185.0944 shares per $1,000 principal
amount of the 4.875% Notes, subject to adjustment in
certain circumstances, which is equal to a conversion price of
approximately $5.40 per share. Upon conversion of the
4.875% Notes, the Company has the option to deliver, in
lieu of common shares, cash or a combination of cash and our
common shares. The holder may convert the 4.875% Notes into
our common shares prior to maturity if the notes have been
called for redemption, a change in control occurs or certain
corporate transactions occur.
On October 18, 2006, the Company announced its intention to
redeem the 4.875% notes on the optional redemption date of
December 15, 2006 at 100% of their principal amount, plus
accrued and unpaid interest, if any. The noteholders will have
the right to elect to convert their notes into the
Companys common shares pursuant to the indenture at any
time prior to the close of business on December 14, 2006.
|
|
8.
|
Acquisitions
and Divestitures
|
On July 3, 2006, the Company acquired all of the capital
stock of Debmar-Mercury LLC (Debmar), an independent
distributor of film and television packages. Consideration for
the Debmar acquisition was $27.5 million, comprised of a
combination of $24.5 million in cash paid on July 3,
2006 and up to $3.0 million in common shares of the Company
to be issued as of January 1, 2008 if there are no breaches
requiring indemnification by the seller of certain
representations and warranties made by the seller. An additional
$0.2 million has been incurred in acquisition costs. The
$3.0 million of shares to be issued has been recorded as
part of the purchase consideration and reflected as a liability.
If no incremental liabilities become known by January 1,
2008 then the shares will be issued and the $3.0 million
will be reclassified to equity. The purchase price may be
adjusted for the payment of additional consideration contingent
on the financial performance of Debmar for the five-year period
ending June 30, 2011. The Debmar acquisition provides the
Company with the rights to distribute certain television
properties such as the television series, South Park, and
provides the Company with an experienced management team to
further enhance its capacity to syndicate its own television
programming and feature film packages.
The Debmar acquisition was accounted for as a purchase, with the
results of operations of Debmar consolidated from July 3,
2006. Goodwill of $11.1 million represents the excess of
the purchase price over the
13
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
fair value of the net identifiable tangible and intangible
assets acquired. The preliminary allocation of the purchase
price to the tangible and intangible assets acquired and
liabilities assumed based on their fair values is as follows:
|
|
|
|
|
|
|
Preliminary
|
|
|
|
Balance Sheet
|
|
|
|
(Amounts in
|
|
|
|
thousands)
|
|
|
Cash and cash equivalents
|
|
$
|
603
|
|
Accounts receivable, net
|
|
|
10,213
|
|
Investment in films and television
programs
|
|
|
14,300
|
|
Other tangible assets acquired
|
|
|
1,021
|
|
Goodwill
|
|
|
11,148
|
|
Other liabilities assumed
|
|
|
(9,570
|
)
|
|
|
|
|
|
Total
|
|
$
|
27,715
|
|
|
|
|
|
|
The allocation above is preliminary until completion and receipt
of final appraisals of the net assets acquired. The
$11.1 million of goodwill was assigned to the television
reporting segment. Pro forma information for the Debmar
acquisition is not presented because the assets acquired and the
results of operations were not material to the Companys
Condensed Consolidated Balance Sheets or Consolidated Statement
of Operations, respectively.
On March 15, 2006, the Company sold its studio facility
located in Vancouver, British Columbia. The purchase price of
$35.3 million (net of commissions) was paid in cash. As a
result of the sale of the studio facility, the Company
recognized a gain, net of tax, of $4.9 million in the
fiscal year ended March 31, 2006. Studios facilities
previously comprised the Companys studio facilities
reporting segment.
As a result of the Companys sale of the studio facilities,
the Companys consolidated financial statements for all
previous periods presented have been revised to reflect the
studio facilities operations, net of tax, as discontinued
operations, in accordance with SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets.
Summarized financial information for the discontinued studio
facilities operations is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
Six Months
|
|
|
Ended
|
|
Ended
|
|
|
September 30,
|
|
September 30,
|
Statements of Operations Data
|
|
2005
|
|
2005
|
|
|
(Unaudited)
|
|
|
(Amounts in millions)
|
|
Revenue
|
|
$
|
1.6
|
|
|
$
|
3.0
|
|
Total expenses
|
|
|
0.7
|
|
|
|
2.1
|
|
On October 17, 2005, the Company acquired all outstanding
shares of Redbus, an independent film distributor located in the
United Kingdom. Consideration for the Redbus acquisition was
$35.5 million, comprised of a combination of
$28.0 million in cash, $6.4 million in Lionsgate
common shares and direct transaction costs of $1.1 million.
In addition, the Company assumed other obligations (including
accounts payable and accrued liabilities and film obligations)
of $19.4 million. At the closing of the transaction the
Company issued 643,460 common shares to Redbus Group Limited
(RGL) valued at approximately $5.6 million, or
$8.77 per share, and will issue up to an additional 94,937
common shares to RGL upon satisfaction of the terms of the
escrow agreement, valued at approximately $0.8 million and
recorded as a liability until satisfaction of the terms of the
escrow agreement. Assuming no incremental liabilities become
known at the end of the escrow period, the additional shares
will be issued to the sellers and the $0.8 million will be
reclassified to equity. Direct transaction costs are considered
liabilities assumed in the acquisition, and as such, are
included in the purchase price. Direct transaction costs consist
primarily of legal and accounting fees.
14
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The goodwill arising from the acquisition of Redbus is included
in the goodwill of the motion pictures segment as disclosed in
note 13. Pro forma information for the Redbus acquisition
is not presented because the assets acquired and the results of
operations were not material to the Companys Condensed
Consolidated Balance Sheets or Consolidated Statement of
Operations, respectively.
|
|
9.
|
Direct
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
(Amounts in thousands)
|
|
|
Amortization of films and
television programs
|
|
$
|
48,805
|
|
|
$
|
69,033
|
|
|
$
|
81,998
|
|
|
$
|
134,409
|
|
Participation and residual expense
|
|
|
43,824
|
|
|
|
37,150
|
|
|
|
81,022
|
|
|
|
70,226
|
|
Amortization of acquired
intangible assets
|
|
|
244
|
|
|
|
692
|
|
|
|
488
|
|
|
|
1,240
|
|
Other expenses
|
|
|
1,850
|
|
|
|
1,604
|
|
|
|
(240
|
)
|
|
|
2,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
94,723
|
|
|
$
|
108,479
|
|
|
$
|
163,268
|
|
|
$
|
208,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses include the provision for doubtful accounts. The
negative other expenses for the six months ended
September 30, 2006 are due to the reversal of the provision
for doubtful accounts associated with the collection of a
portion of accounts receivable previously reserved.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
(Amounts in thousands)
|
|
|
Net loss
|
|
$
|
(14,392
|
)
|
|
$
|
(14,106
|
)
|
|
$
|
(17,996
|
)
|
|
$
|
(35,925
|
)
|
Add: Foreign currency translation
adjustments
|
|
|
130
|
|
|
|
2,079
|
|
|
|
1,680
|
|
|
|
1,248
|
|
Deduct: Net unrealized loss on
foreign exchange contracts
|
|
|
(31
|
)
|
|
|
(263
|
)
|
|
|
(14
|
)
|
|
|
(29
|
)
|
Add (deduct): Unrealized gain
(loss) on investments available for sale
|
|
|
(517
|
)
|
|
|
1,787
|
|
|
|
(880
|
)
|
|
|
1,787
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
$
|
(14,810
|
)
|
|
$
|
(10,503
|
)
|
|
$
|
(17,210
|
)
|
|
$
|
(32,919
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
Earnings
(Loss) Per Share
|
The Company calculates earnings (loss) per share in accordance
with SFAS No. 128, Earnings Per Share.
Basic earnings (loss) per share is calculated based on the
weighted average common shares outstanding for the period.
Diluted earnings per share includes the impact of the
convertible senior subordinated notes, share purchase warrants,
stock options and restricted share units, if dilutive.
Basic earnings (loss) per common share is calculated using the
weighted average number of common shares outstanding during the
three and six months ended September 30, 2006 of
104,855,601 shares and 104,661,406 shares,
respectively (2005 102,358,000 and
102,107,000 shares, respectively). The exercise of common
share equivalents including stock options, the conversion
features of the 4.875% Notes, the
15
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
2.9375% Notes, the 3.625% Notes and restricted share
units could potentially dilute income (loss) per share in the
future, but were not reflected in diluted loss per share during
the periods presented because to do so would be anti-dilutive.
|
|
12.
|
Accounting
for Stock-Based Compensation
|
Share-Based
Compensation
Adoption
of SFAS No. 123(R)
As of September 30, 2006, the Company had two stock option
and long-term incentive plans that permit the grant of stock
options and other equity awards to certain employees, officers
and non-employee directors, which are described more fully
below. Prior to April 1, 2006, the Company accounted for
stock-based compensation under the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB
Opinion No. 25), and related Interpretations, as permitted
under SFAS No. 123, Accounting for Stock-Based
Compensation (SFAS No. 123). The intrinsic value
method requires recognition of compensation expense over the
applicable vesting period for the difference between the
exercise price of the stock option and the fair value of the
underlying stock on the date of grant. Since the exercise price
of our stock options is equal to the fair value of the
underlying stock at the date of grant, the Company has not
historically recognized compensation costs associated with share
based awards, with the exception of stock appreciation rights
(SARs) and restricted share units discussed below
and to a very limited extent the modification of awards
previously issued.
Effective April 1, 2006, the Company adopted the fair value
recognition provisions of SFAS No. 123(R),
Share-Based Payment (SFAS No. 123 (R)),
using the modified-prospective transition method. Under such
transition method, compensation cost recognized in the three and
six months ended September 30, 2006 includes:
(a) compensation cost for all stock options granted prior
to, but not yet vested as of, April 1, 2006, based on the
grant-date fair value estimated in accordance with the original
provisions of SFAS No. 123, and (b) compensation
cost for all share-based payments granted on or after
April 1, 2006, based on the grant-date fair value estimated
in accordance with the provisions of SFAS No. 123(R).
Results for prior periods have not been restated. As a result of
adopting SFAS No. 123(R) on April 1, 2006, the
Companys loss from operations before income taxes and net
loss for the three and six months ended September 30, 2006
are both $0.3 million and $1.8 million, respectively,
lower than if the Company had continued to account for
share-based compensation under APB Opinion No. 25. The
$0.3 million charge for the three months ended
September 30, 2006 consisted of the recognition of
compensation expense of $0.4 million associated with stock
options granted offset by a $0.1 million change in the fair
value as compared to the change in the intrinsic value of stock
appreciation rights. The $1.8 million charge for the six
months ended September 30, 2006 consisted of the
recognition of compensation expense of $0.9 million
associated with stock options granted in previous years and
$0.9 million attributable to the valuation of stock
appreciation rights at fair value rather than intrinsic value as
previously required. The Companys loss per share for the
three and six months ended September 30, 2006 would have
been $0.01 lower if the Company had not adopted
SFAS No. 123(R).
SFAS No. 123(R) requires the cash flows resulting from
the tax benefits from tax deductions in excess of the
compensation cost recognized for those options (excess tax
benefits) to be classified as financing cash flows. There were
no tax benefits realized from the deduction of amounts related
to share based payments in the three and six months ended
September 30, 2006 and 2005. Prior to the adoption of
SFAS No. 123(R) and upon issuance of the restricted
share units pursuant to the agreements, an unamortized
compensation expense equivalent to the market value of the
shares on the date of grant was charged to stockholders
equity as unearned compensation and amortized over the
applicable vested periods. As a result of adopting
SFAS No. 123(R) on April 1, 2006, the Company
transferred the remaining unearned compensation balance in its
stockholders equity to common share capital. Prior to the
adoption of SFAS No. 123(R), the Company recorded
forfeitures of restricted share units, if any, and any
compensation cost previously recognized for unvested restricted
share units was reversed in the period of
16
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
forfeiture. Beginning April 1, 2006, the Company records
forfeitures in accordance with SFAS No. 123(R) by
estimating the forfeiture rates for share-based awards upfront
and recording a
true-up
adjustment for the actual forfeitures. In the three and six
months ended September 30, 2006, the calculation of
forfeitures did not have a material effect on the Companys
results of operations, financial position or cash flows.
The fair value of each option award is estimated on the date of
grant using a closed-form option valuation model (Black-Scholes)
based on the assumptions noted in the following table. Expected
volatilities are based on implied volatilities from traded
options on our stock, historical volatility of Lionsgate stock
and other factors. The expected term of options granted
represents the period of time that options granted are expected
to be outstanding. During the three and six months ended
September 30, 2006, two officers were each granted options
to purchase 1.1 million shares of common stock. The
following table represents the assumptions used in the
Black-Scholes option-pricing model for options granted during
the six months ended September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
Risk-free interest rate
|
|
|
4.7
|
%
|
|
|
4.0
|
%
|
Expected option lives (in years)
|
|
|
6
|
|
|
|
5
|
|
Expected volatility for options
|
|
|
26
|
%
|
|
|
33
|
%
|
Expected dividend yield
|
|
|
None
|
|
|
|
None
|
|
The weighted-average grant-date fair values for options granted
during the six months ended September 30, 2006 and 2005
were $3.57 and $3.61, respectively.
The following table illustrates the effect on net loss and loss
per common share if the Company had applied the fair value
recognition provisions of SFAS No. 123 to stock
options issued and modified under the Companys stock
option plans to the three and six months ended
September 30, 2005. For purposes of this pro forma
disclosure, the value of the options is estimated using a
Black-Scholes option-pricing model and amortized to expense over
the options vesting periods.
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2005
|
|
|
2005
|
|
|
|
(Amounts in thousands, except per share data)
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net loss, as reported
|
|
$
|
(14,106
|
)
|
|
$
|
(35,925
|
)
|
Add: stock-based compensation
expense calculated using intrinsic value method and included in
reported net loss
|
|
|
|
|
|
|
27
|
|
Deduct: stock-based compensation
expense calculated using fair value method
|
|
|
(532
|
)
|
|
|
(1,134
|
)
|
|
|
|
|
|
|
|
|
|
Net loss, pro forma
|
|
$
|
(14,638
|
)
|
|
$
|
(37,032
|
)
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding
|
|
|
102,358
|
|
|
|
102,107
|
|
|
|
|
|
|
|
|
|
|
Loss per share:
|
|
|
|
|
|
|
|
|
Basic and diluted as
reported
|
|
$
|
(0.15
|
)
|
|
$
|
(0.36
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted pro
forma
|
|
$
|
(0.14
|
)
|
|
$
|
(0.36
|
)
|
|
|
|
|
|
|
|
|
|
The compensation cost under all of our various stock option and
long-term incentive plans during the three and six months ended
September 30, 2006 resulted in compensation expense of
$3.2 million and $2.8 million respectively
(2005 reduction in expense of less than $0.1 and
$0.8 million, respectively). There was no income
17
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
tax benefit recognized in the statement of operations for
share-based compensation arrangements for the three and six
months ended September 30, 2006 and 2005.
Stock
Option and Long-Term Incentive Plans
The Company has two stock option and long-term incentive plans
that permit the grant of stock options and other equity awards
to certain employees, officers and non-employee directors for up
to 16.0 million shares of common stock.
The shareholders approved an Employees and Directors
Equity Incentive Plan (the Plan) that provides for
the issue of up to 8.0 million common shares of the Company
to eligible employees, directors and service providers of the
Company and its affiliates. On July 25, 2003, the Board of
Directors increased the number of shares authorized for stock
options from 8.0 million to 9.0 million. Of the
9.0 million common shares allocated for issuance, up to a
maximum of 250,000 common shares may be issued as discretionary
bonuses in accordance with the terms of a share bonus plan. At
September 30, 2006, 67,931 common shares were available for
grant under the Plan.
On June 28, 2004, the Board of Directors adopted the 2004
Performance Incentive Plan (the 2004 Plan). The
shareholders approved the 2004 Plan at the 2004 Annual General
Meeting of Shareholders held on September 14, 2004. With
the approval of the 2004 Plan, no new awards were granted under
the Plan subsequent to the 2004 Annual General Meeting of
Shareholders. Any remaining shares available for additional
grant purposes under the Plan may be issued under the 2004 Plan.
The 2004 Plan provided for the issue of up to an additional
2.0 million common shares of the Company to eligible
employees, directors, officers and other eligible persons
through the grant of awards and incentives for high levels of
individual performance and improved financial performance of the
Company. On June 13, 2006, the Board of Directors approved,
and on September 12, 2006, the Companys shareholders
approved, an increase of 5.0 million common shares, under
the 2004 Plan. The 2004 Plan authorizes stock options, share
appreciation rights, restricted shares, share bonuses and other
forms of awards granted or denominated in the Companys
common shares. The per share exercise price of an option granted
under the 2004 Plan generally may not be less than the fair
market value of a common share of the Company on the date of
grant. The maximum term of an option granted under the 2004 Plan
is ten years from the date of grant. At September 30, 2006,
1,978,771 common shares were available for grant under the 2004
Plan.
18
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
A summary of option activity under the various plans as of
September 30, 2006, and changes during the six months then
ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
Options
|
|
Shares
|
|
|
Price
|
|
|
Term
|
|
|
Value
|
|
|
Outstanding at April 1, 2006
|
|
|
5,170,104
|
|
|
$
|
4.19
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(123,633
|
)
|
|
|
2.87
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(16,841
|
)
|
|
|
8.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2006
|
|
|
5,029,630
|
|
|
|
4.21
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
2,100,000
|
|
|
|
9.68
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(773,755
|
)
|
|
|
2.68
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(10,998
|
)
|
|
|
7.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30,
2006
|
|
|
6,344,877
|
|
|
$
|
6.20
|
|
|
|
4.47
|
|
|
$
|
24,334,482
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options as of
September 30, 2006, vested or expected to vest in the future
|
|
|
6,027,633
|
|
|
$
|
6.20
|
|
|
|
4.25
|
|
|
$
|
23,117,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at September 30,
2006
|
|
|
3,682,036
|
|
|
$
|
3.82
|
|
|
|
0.91
|
|
|
$
|
22,814,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of options exercised during the three
and six months ended September 30, 2006 were
$5.2 million and $6.0 million, respectively
(2005 $1.1 million and $1.3 million,
respectively).
Restricted Share Units. Effective
June 27, 2005 the Company, pursuant to the 2004 Plan,
entered into restricted share unit agreements with certain
employees and directors. During the three and six months ended
September 30, 2006, the Company awarded 912,083 and
1,264,958 restricted share units, respectively, under these
agreements (2005 141,875 share units and
359,875 share units, respectively).
A summary of the status of the Companys restricted share
units as of September 30, 2006, and changes during the six
months ended September 30, 2006, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
Number of
|
|
|
Grant Date
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Outstanding at April 1, 2006
|
|
|
508,667
|
|
|
$
|
10.18
|
|
Granted
|
|
|
352,875
|
|
|
|
8.96
|
|
Vested
|
|
|
(85,766
|
)
|
|
|
10.60
|
|
Forfeited
|
|
|
(4,625
|
)
|
|
|
10.44
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2006
|
|
|
771,151
|
|
|
|
9.56
|
|
Granted
|
|
|
912,083
|
|
|
|
9.56
|
|
Vested
|
|
|
(27,170
|
)
|
|
|
10.11
|
|
Forfeited
|
|
|
(8,859
|
)
|
|
|
9.64
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30,
2006
|
|
|
1,647,205
|
|
|
$
|
9.56
|
|
|
|
|
|
|
|
|
|
|
The fair values of restricted share units are determined based
on the market value of the shares on the date of grant. The
weighted-average grant-date fair values of restricted share
units granted during the six months ended
19
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
September 30, 2006 and 2005 were $9.39 and $10.40,
respectively. The total fair value of shares vested during the
six months ended September 30, 2006 and 2005 were
$1.2 million and $0.4 million, respectively.
Compensation expense recorded for these restricted share units
was $0.9 million and $1.4 million during the three and
six months ended September 30, 2006, respectively
(2005 $0.7 million and $0.7 million,
respectively). As of September 30, 2006, the total
remaining unrecognized compensation cost related to nonvested
stock options and restricted share units was $8.5 million
and $14.4 million, respectively, which is expected to be
recognized over a weighted-average period of 2.8 years and
2.6 years, respectively.
Under the Companys two stock option and long term
incentive plans, the Company withholds shares to satisfy minimum
statutory federal, state and local tax withholding obligations
arising from the vesting of restricted share units. During the
six months ended September 30, 2006, 35,852 shares
were withheld upon the vesting of restricted share units.
The Company becomes entitled to an income tax deduction in an
amount equal to the taxable income reported by the holders of
the stock options and restricted share units when vesting
occurs, the restrictions are released and the shares are issued.
Restricted share units are forfeited if the employees terminate
prior to vesting.
Stock Appreciation Rights. On
November 13, 2001, the Board of Directors of the Company
resolved that 750,000 options, granted to certain officers of
the Company to purchase common shares of the Company, be revised
as stock appreciation rights (SARs) which entitle
the holders to receive cash only and not common shares. The
amount of cash received will be equal to the amount by which the
trading price of common shares on the exercise notice date
exceeds the SARs price of $5.00 multiplied by the number
of options exercised. Any twenty-day average trading price of
common shares prior to the exercise notice date has to be $6.00
or above in order for the officers to exercise their SARs. These
SARs are not considered part of the Employees and
Directors Equity Incentive Plan. Through March 31,
2006, the Company measured compensation expense as the amount by
which the market value of common shares exceeded the SARs
price. Effective April 1, 2006, upon the adoption of
SFAS No. 123R, the Company measures compensation
expense based on the fair value of the SARs determined by using
the Black-Scholes option-pricing model. For the three and six
months ended September 30, 2006, the following assumptions
were used in the Black-Scholes option-pricing model: Volatility
of 41.8%, Risk Free Rate of 5.0%-5.2%, Expected Term of
0.17-1.25 years, and Dividend of 0%. On August 11,
2006, an officer exercised 375,000 SARs and received
$1.6 million in cash. The trading price of common shares at
the exercise date was $9.27. The Company recorded
$0.3 million and a reduction of $0.3 million in
stock-based compensation expense for the three and six months
ended September 30, 2006, (2005 reduction of
expense of $0.3 million and $0.6 million,
respectively), in the unaudited condensed consolidated
statements of operations. The Company has no stock-based
compensation accrual at September 30, 2006 related to this
award (March 31, 2006 $1.9 million). On
September 20, 2006, another officers 375,000 fully
vested and outstanding SARs were cancelled in exchange for
$2.1 million in cash. The Company recorded
$0.6 million and $0.1 million in stock-based
compensation expense for the three and six months ended
September 30, 2006 (2005 reduction of expense
of $0.3 million and $0.6 million, respectively). As of
September 30, 2006, the $2.1 million cash
consideration was not yet paid to the officer and therefore the
Company has a stock-based compensation accrual in the amount of
$2.1 million (March 31, 2006
$1.9 million) included in accounts payable and accrued
liabilities on the unaudited condensed consolidated balance
sheets.
On February 2, 2004, an officer of the Company was granted
1,000,000 SARs, which entitle the officer to receive cash only,
and not common shares. The amount of cash received will be equal
to the amount by which the trading price of common shares on the
exercise notice date exceeds the SARs price of $5.20
multiplied by the number of SARs exercised. The SARs vest one
quarter immediately on the award date and one quarter on each of
the first, second and third anniversaries of the award date.
These SARs are not considered part of the Employees and
Directors Equity Incentive Plan. Applying FIN No. 28
Accounting for Stock Appreciation Rights and Other
Variable Stock Option or Award Plans, the Company is
accruing compensation expense over the service period, which is
assumed to be the three-year vesting period, using a graded
approach. Through March 31, 2006, the
20
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Company measured compensation expense as the amount by which the
market value of common shares exceeded the SARs price.
Effective April 1, 2006, upon the adoption of
SFAS No. 123R, the Company measures compensation
expense based on the fair value of the SARs which is determined
by using the Black-Scholes option-pricing model. For the three
and six months ended September 30, 2006, the following
assumptions were used in the Black-Scholes option-pricing model:
Volatility of 39.1%-41.8%, Risk Free Rate of 4.7%-5.1%, Expected
Term of 2.4 to 2.6 years, and Dividend of 0%. At
September 30, 2006, the market price of our common shares
was $10.01, the weighted average fair value of the SAR was
$5.54, and 971,487 of the SARs had vested. Due to the increase
in the market price of its common shares, the Company recorded
additional stock-based compensation expense in the amount of
$1.1 million and $0.7 million in general and
administration expenses in the unaudited condensed consolidated
statement of operations for the three and six months ended
September 30, 2006 (2005 reduction in expense
of $0.2 million and $0.4 million, respectively).
During the year ended March 31, 2005 the officer exercised
150,000 of the vested SARs and the Company paid
$0.9 million. The compensation expense amount in the period
is calculated by using the fair value of the SAR, multiplied by
the remaining 971,487 SARs assumed to have vested under the
graded methodology less the 150,000 SARs exercised less the
amount previously recorded. At September 30, 2006, the
Company has a stock-based compensation accrual in the amount of
$4.5 million (March 31, 2006
$3.9 million) included in accounts payable and accrued
liabilities on the condensed consolidated balance sheets
relating to these SARs.
SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information requires the Company to
make certain disclosures about each reportable segment. The
Companys reportable segments are determined based on the
distinct nature of their operations and each segment is a
strategic business unit that offers different products and
services and is managed separately. The Company evaluates
performance of each segment using segment profit (loss) as
defined below. The Company has two reportable business segments:
Motion Pictures and Television.
Motion Pictures consists of the development and production of
feature films, acquisition of North American and worldwide
distribution rights, North American theatrical, video and
television distribution of feature films produced and acquired
and worldwide licensing of distribution rights to feature films
produced and acquired.
Television consists of the development, production and worldwide
distribution of television productions, including television
series, television movies and mini-series and non-fiction
programming.
As a result of the Companys sale of the studio facilities
on March 15, 2006, the Company no longer discloses its
studio operations as a reportable segment.
21
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Segmented information by business unit is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
(Amounts in thousands)
|
|
|
Segment revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
186,598
|
|
|
$
|
168,284
|
|
|
$
|
351,784
|
|
|
$
|
315,266
|
|
Television
|
|
|
31,571
|
|
|
|
42,694
|
|
|
|
38,841
|
|
|
|
88,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
218,169
|
|
|
$
|
210,978
|
|
|
$
|
390,625
|
|
|
$
|
403,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
69,549
|
|
|
$
|
71,298
|
|
|
$
|
131,502
|
|
|
$
|
128,138
|
|
Television
|
|
|
25,174
|
|
|
|
37,181
|
|
|
|
31,766
|
|
|
|
80,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
94,723
|
|
|
$
|
108,479
|
|
|
$
|
163,268
|
|
|
$
|
208,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution and marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
110,396
|
|
|
$
|
96,772
|
|
|
$
|
195,657
|
|
|
$
|
189,788
|
|
Television
|
|
|
2,949
|
|
|
|
916
|
|
|
|
4,734
|
|
|
|
1,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
113,345
|
|
|
$
|
97,688
|
|
|
$
|
200,391
|
|
|
$
|
191,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
6,378
|
|
|
$
|
6,073
|
|
|
$
|
13,192
|
|
|
$
|
12,420
|
|
Television
|
|
|
900
|
|
|
|
115
|
|
|
|
1,050
|
|
|
|
224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,278
|
|
|
$
|
6,188
|
|
|
$
|
14,242
|
|
|
$
|
12,644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
275
|
|
|
$
|
(5,859
|
)
|
|
$
|
11,433
|
|
|
$
|
(15,080
|
)
|
Television
|
|
|
2,548
|
|
|
|
4,482
|
|
|
|
1,291
|
|
|
|
6,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,823
|
|
|
$
|
(1,377
|
)
|
|
$
|
12,724
|
|
|
$
|
(8,219
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of investment in films
and television programs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
60,389
|
|
|
$
|
56,537
|
|
|
$
|
99,863
|
|
|
$
|
82,844
|
|
Television
|
|
|
43,050
|
|
|
|
31,679
|
|
|
|
64,208
|
|
|
|
74,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
103,439
|
|
|
$
|
88,216
|
|
|
$
|
164,071
|
|
|
$
|
157,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment amounted to
$1.7 million and $3.5 million for the three and six
months ending September 30, 2006, respectively, and
$1.5 million and $2.2 million for the three and six
months ending September 30, 2005, respectively, all
primarily pertaining to the corporate headquarters.
22
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Segment profit (loss) is defined as segment revenue less segment
direct operating, distribution and marketing, and general and
administration expenses. The reconciliation of total segment
profit (loss) to the Companys income (loss) before income
taxes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
(Amounts in thousands)
|
|
|
Companys total segment
profit (loss)
|
|
$
|
2,823
|
|
|
$
|
(1,377
|
)
|
|
$
|
12,724
|
|
|
$
|
(8,219
|
)
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and
administration
|
|
|
(14,449
|
)
|
|
|
(8,886
|
)
|
|
|
(26,718
|
)
|
|
|
(19,698
|
)
|
Depreciation
|
|
|
(581
|
)
|
|
|
(387
|
)
|
|
|
(1,125
|
)
|
|
|
(932
|
)
|
Interest expense
|
|
|
(4,904
|
)
|
|
|
(4,632
|
)
|
|
|
(9,580
|
)
|
|
|
(9,256
|
)
|
Interest rate swaps
mark-to-market
|
|
|
|
|
|
|
(104
|
)
|
|
|
|
|
|
|
(123
|
)
|
Interest income
|
|
|
2,286
|
|
|
|
851
|
|
|
|
4,847
|
|
|
|
1,916
|
|
Equity interests
|
|
|
(435
|
)
|
|
|
(54
|
)
|
|
|
(377
|
)
|
|
|
(54
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss Before Income Taxes
|
|
$
|
(15,260
|
)
|
|
$
|
(14,589
|
)
|
|
$
|
(20,229
|
)
|
|
$
|
(36,366
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth significant assets as broken down
by segment and other unallocated assets as of September 30,
2006 and March 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006
|
|
|
March 31, 2006
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
|
(Amounts in thousands)
|
|
|
Significant assets by segment
Accounts receivable
|
|
$
|
72,127
|
|
|
$
|
22,164
|
|
|
$
|
94,291
|
|
|
$
|
155,318
|
|
|
$
|
27,341
|
|
|
$
|
182,659
|
|
Investment in films and television
programs
|
|
|
413,884
|
|
|
|
101,352
|
|
|
|
515,236
|
|
|
|
368,932
|
|
|
|
48,818
|
|
|
|
417,750
|
|
Goodwill
|
|
|
180,248
|
|
|
|
16,417
|
|
|
|
196,665
|
|
|
|
179,847
|
|
|
|
5,270
|
|
|
|
185,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
666,259
|
|
|
$
|
139,933
|
|
|
$
|
806,192
|
|
|
$
|
704,097
|
|
|
$
|
81,429
|
|
|
$
|
785,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other unallocated assets
|
|
|
|
|
|
|
|
|
|
|
249,308
|
|
|
|
|
|
|
|
|
|
|
|
267,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
$
|
1,055,500
|
|
|
|
|
|
|
|
|
|
|
$
|
1,053,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.
|
Commitments
and Contingencies
|
The Company is from time to time involved in various claims,
legal proceedings and complaints arising in the ordinary course
of business. The Company does not believe that adverse decisions
in any such pending or threatened proceedings, or any amount
which the Company might be required to pay by reason thereof,
would have a material adverse effect on the financial condition
or future results of the Company. The Company has provided an
accrual for estimated losses under the above matters as of
September 30, 2006, in accordance with
SFAS No. 5, Accounting for Contingencies.
|
|
15.
|
Consolidating
Financial Information
|
In December 2003, the Company sold $60.0 million of the
4.875% Notes, through its wholly owned U.S. subsidiary
Lions Gate Entertainment Inc. (the Issuer). The
4.875% Notes, by their terms, are fully and unconditionally
guaranteed by the Company.
23
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In October 2004, the Company sold $150.0 million of the
2.9375% Notes, through the Issuer. The 2.9375% Notes,
by their terms, are fully and unconditionally guaranteed by the
Company. On February 4, 2005, the Company filed a
registration statement on
Form S-3
to register the resale of the 2.9375% Notes and common
shares issuable on conversion of the 2.9375% Notes. On
March 3, 2005, the registration statement was declared
effective by the SEC.
In February 2005, the Company sold $175.0 million of the
3.625% Notes, through the Issuer. The 3.625% Notes, by
their terms, are fully and unconditionally guaranteed by the
Company. On March 29, 2005, and as amended April 6,
2005, the Company filed a registration statement on
Form S-3
to register the resale of the 3.625% Notes and common
shares issuable on conversion of the 3.625% Notes. On
April 13, 2005, the registration statement was declared
effective by the SEC.
24
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following tables present condensed consolidating financial
information as of September 30, 2006 and March 31,
2006 and for the six months ended September 30, 2006 and
2005 for (1) the Company, on a stand-alone basis,
(2) the Issuer, on a stand-alone basis, (3) the
non-guarantor subsidiaries of the Company (including the
subsidiaries of the Issuer) on a combined basis (collectively,
the Other Subsidiaries) and (4) the Company on
a consolidated basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2006
|
|
|
|
Lions Gate
|
|
|
Lions Gate
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment
|
|
|
Entertainment
|
|
|
Other
|
|
|
Consolidating
|
|
|
Lions Gate
|
|
|
|
Corp.
|
|
|
Inc.
|
|
|
Subsidiaries
|
|
|
Adjustments
|
|
|
Consolidated
|
|
|
|
(Amounts in thousands)
|
|
|
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
13,099
|
|
|
$
|
|
|
|
$
|
39,663
|
|
|
$
|
|
|
|
$
|
52,762
|
|
Restricted cash
|
|
|
|
|
|
|
|
|
|
|
2,544
|
|
|
|
|
|
|
|
2,544
|
|
Investments auction
rate securities
|
|
|
|
|
|
|
146,749
|
|
|
|
|
|
|
|
|
|
|
|
146,749
|
|
Investments equity
securities
|
|
|
|
|
|
|
14,040
|
|
|
|
|
|
|
|
|
|
|
|
14,040
|
|
Accounts receivable, net
|
|
|
318
|
|
|
|
759
|
|
|
|
93,214
|
|
|
|
|
|
|
|
94,291
|
|
Investment in films and television
programs
|
|
|
|
|
|
|
6,632
|
|
|
|
508,604
|
|
|
|
|
|
|
|
515,236
|
|
Property and equipment
|
|
|
|
|
|
|
9,942
|
|
|
|
|
|
|
|
|
|
|
|
9,942
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
196,665
|
|
|
|
|
|
|
|
196,665
|
|
Other assets
|
|
|
26
|
|
|
|
14,878
|
|
|
|
8,367
|
|
|
|
|
|
|
|
23,271
|
|
Investment in subsidiaries
|
|
|
248,691
|
|
|
|
443,238
|
|
|
|
|
|
|
|
(691,929
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
262,134
|
|
|
$
|
636,238
|
|
|
$
|
849,057
|
|
|
$
|
(691,929
|
)
|
|
$
|
1,055,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Shareholders Equity (Deficiency)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$
|
593
|
|
|
$
|
24,681
|
|
|
$
|
134,122
|
|
|
$
|
|
|
|
$
|
159,396
|
|
Film obligations
|
|
|
|
|
|
|
3,500
|
|
|
|
317,395
|
|
|
|
|
|
|
|
320,895
|
|
Subordinated notes
|
|
|
|
|
|
|
385,000
|
|
|
|
|
|
|
|
|
|
|
|
385,000
|
|
Deferred revenue
|
|
|
|
|
|
|
|
|
|
|
53,230
|
|
|
|
|
|
|
|
53,230
|
|
Intercompany payables (receivables)
|
|
|
(165,423
|
)
|
|
|
154,614
|
|
|
|
27,934
|
|
|
|
(17,125
|
)
|
|
|
|
|
Intercompany equity
|
|
|
289,985
|
|
|
|
93,217
|
|
|
|
334,828
|
|
|
|
(718,030
|
)
|
|
|
|
|
Shareholders equity
(deficiency)
|
|
|
136,979
|
|
|
|
(24,774
|
)
|
|
|
(18,452
|
)
|
|
|
43,226
|
|
|
|
136,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
262,134
|
|
|
$
|
636,238
|
|
|
$
|
849,057
|
|
|
$
|
(691,929
|
)
|
|
$
|
1,055,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 30, 2006
|
|
|
|
Lions Gate
|
|
|
Lions Gate
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment
|
|
|
Entertainment
|
|
|
Other
|
|
|
Consolidating
|
|
|
Lions Gate
|
|
|
|
Corp.
|
|
|
Inc.
|
|
|
Subsidiaries
|
|
|
Adjustments
|
|
|
Consolidated
|
|
|
|
(Amounts in thousands)
|
|
|
STATEMENT OF
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
|
|
|
$
|
8,719
|
|
|
$
|
381,906
|
|
|
$
|
|
|
|
$
|
390,625
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating
|
|
|
|
|
|
|
|
|
|
|
163,268
|
|
|
|
|
|
|
|
163,268
|
|
Distribution and marketing
|
|
|
|
|
|
|
534
|
|
|
|
199,857
|
|
|
|
|
|
|
|
200,391
|
|
General and administration
|
|
|
967
|
|
|
|
25,114
|
|
|
|
14,879
|
|
|
|
|
|
|
|
40,960
|
|
Depreciation
|
|
|
|
|
|
|
21
|
|
|
|
1,104
|
|
|
|
|
|
|
|
1,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
967
|
|
|
|
25,669
|
|
|
|
379,108
|
|
|
|
|
|
|
|
405,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME (LOSS)
|
|
|
(967
|
)
|
|
|
(16,950
|
)
|
|
|
2,798
|
|
|
|
|
|
|
|
(15,119
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expense (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
104
|
|
|
|
9,368
|
|
|
|
329
|
|
|
|
(221
|
)
|
|
|
9,580
|
|
Interest income
|
|
|
(86
|
)
|
|
|
(4,982
|
)
|
|
|
|
|
|
|
221
|
|
|
|
(4,847
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses
|
|
|
18
|
|
|
|
4,386
|
|
|
|
329
|
|
|
|
|
|
|
|
4,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE EQUITY
INTERESTS AND INCOME TAXES
|
|
|
(985
|
)
|
|
|
(21,336
|
)
|
|
|
2,469
|
|
|
|
|
|
|
|
(19,852
|
)
|
Equity interests
|
|
|
(17,277
|
)
|
|
|
3,802
|
|
|
|
(377
|
)
|
|
|
13,475
|
|
|
|
(377
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES
|
|
|
(18,262
|
)
|
|
|
(17,534
|
)
|
|
|
2,092
|
|
|
|
13,475
|
|
|
|
(20,229
|
)
|
Income tax provision (benefit)
|
|
|
(266
|
)
|
|
|
543
|
|
|
|
(2,510
|
)
|
|
|
|
|
|
|
(2,233
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE DISCONTINUED
OPERATIONS
|
|
|
(17,996
|
)
|
|
|
(18,077
|
)
|
|
|
4,602
|
|
|
|
13,475
|
|
|
|
(17,996
|
)
|
Income (loss) from discontinued
operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
(17,996
|
)
|
|
$
|
(18,077
|
)
|
|
$
|
4,602
|
|
|
$
|
13,475
|
|
|
$
|
(17,996
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 30, 2006
|
|
|
|
Lions Gate
|
|
|
Lions Gate
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment
|
|
|
Entertainment
|
|
|
Other
|
|
|
Consolidating
|
|
|
Lions Gate
|
|
|
|
Corp.
|
|
|
Inc.
|
|
|
Subsidiaries
|
|
|
Adjustments
|
|
|
Consolidated
|
|
|
|
(Amounts in thousands)
|
|
|
STATEMENT OF CASH
FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY
(USED IN) OPERATING ACTIVITIES CONTINUING
OPERATIONS
|
|
$
|
(32,065
|
)
|
|
$
|
5,379
|
|
|
$
|
44,474
|
|
|
$
|
(7,006
|
)
|
|
$
|
10,782
|
|
NET CASH FLOWS PROVIDED BY
(USED IN) OPERATING ACTIVITIES DISCONTINUED
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY
(USED IN) OPERATING ACTIVITIES
|
|
|
(32,065
|
)
|
|
|
5,379
|
|
|
|
44,474
|
|
|
|
(7,006
|
)
|
|
|
10,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of
investments auction rate securities
|
|
|
|
|
|
|
(296,043
|
)
|
|
|
|
|
|
|
|
|
|
|
(296,043
|
)
|
Sales of investments
auction rate securities
|
|
|
|
|
|
|
316,375
|
|
|
|
|
|
|
|
|
|
|
|
316,375
|
|
Acquisition of Redbus, net of cash
acquired
|
|
|
|
|
|
|
(44
|
)
|
|
|
|
|
|
|
44
|
|
|
|
|
|
Acquisition of Debmar, net of cash
acquired
|
|
|
|
|
|
|
(24,715
|
)
|
|
|
603
|
|
|
|
|
|
|
|
(24,112
|
)
|
Purchases of property and equipment
|
|
|
|
|
|
|
(1,883
|
)
|
|
|
(1,654
|
)
|
|
|
|
|
|
|
(3,537
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY
(USED IN) INVESTING ACTIVITIES CONTINUING
OPERATIONS
|
|
|
|
|
|
|
(6,310
|
)
|
|
|
(1,051
|
)
|
|
|
44
|
|
|
|
(7,317
|
)
|
NET CASH FLOWS PROVIDED BY
(USED IN) INVESTING ACTIVITIES DISCONTINUED
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY
(USED IN) INVESTING ACTIVITIES
|
|
|
|
|
|
|
(6,310
|
)
|
|
|
(1,051
|
)
|
|
|
44
|
|
|
|
(7,317
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares
|
|
|
2,400
|
|
|
|
|
|
|
|
|
|
|
|
29
|
|
|
|
2,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY
(USED IN) FINANCING ACTIVITIES CONTINUING
OPERATIONS
|
|
|
2,400
|
|
|
|
|
|
|
|
|
|
|
|
29
|
|
|
|
2,429
|
|
NET CASH FLOWS PROVIDED BY
(USED IN) FINANCING ACTIVITIES DISCONTINUED
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY
(USED IN) FINANCING ACTIVITIES
|
|
|
2,400
|
|
|
|
|
|
|
|
|
|
|
|
29
|
|
|
|
2,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH
EQUIVALENTS
|
|
|
(29,665
|
)
|
|
|
(931
|
)
|
|
|
43,423
|
|
|
|
(6,933
|
)
|
|
|
5,894
|
|
FOREIGN EXCHANGE EFFECT ON CASH
|
|
|
35,906
|
|
|
|
931
|
|
|
|
(44,203
|
)
|
|
|
7,256
|
|
|
|
(110
|
)
|
CASH AND CASH
EQUIVALENTS BEGINNING OF PERIOD
|
|
|
6,370
|
|
|
|
|
|
|
|
40,446
|
|
|
|
162
|
|
|
|
46,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTS
END OF PERIOD
|
|
$
|
12,611
|
|
|
$
|
|
|
|
$
|
39,666
|
|
|
$
|
485
|
|
|
$
|
52,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2006
|
|
|
|
Lions Gate
|
|
|
Lions Gate
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment
|
|
|
Entertainment
|
|
|
Other
|
|
|
Consolidating
|
|
|
Lions Gate
|
|
|
|
Corp.
|
|
|
Inc.
|
|
|
Subsidiaries
|
|
|
Adjustments
|
|
|
Consolidated
|
|
|
|
(Amounts in thousands)
|
|
|
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
6,541
|
|
|
$
|
|
|
|
$
|
40,437
|
|
|
$
|
|
|
|
$
|
46,978
|
|
Restricted cash
|
|
|
|
|
|
|
|
|
|
|
820
|
|
|
|
|
|
|
|
820
|
|
Investments auction
rate preferreds and municipal bonds
|
|
|
|
|
|
|
167,081
|
|
|
|
|
|
|
|
|
|
|
|
167,081
|
|
Investments equity
securities
|
|
|
|
|
|
|
14,921
|
|
|
|
|
|
|
|
|
|
|
|
14,921
|
|
Accounts receivable, net
|
|
|
299
|
|
|
|
829
|
|
|
|
181,531
|
|
|
|
|
|
|
|
182,659
|
|
Investment in films and television
programs
|
|
|
|
|
|
|
5,245
|
|
|
|
412,505
|
|
|
|
|
|
|
|
417,750
|
|
Property and equipment
|
|
|
|
|
|
|
7,131
|
|
|
|
87
|
|
|
|
|
|
|
|
7,218
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
185,117
|
|
|
|
|
|
|
|
185,117
|
|
Other assets
|
|
|
27
|
|
|
|
16,377
|
|
|
|
14,301
|
|
|
|
|
|
|
|
30,705
|
|
Investment in subsidiaries
|
|
|
228,573
|
|
|
|
312,011
|
|
|
|
|
|
|
|
(540,584
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
235,440
|
|
|
$
|
523,595
|
|
|
$
|
834,798
|
|
|
$
|
(540,584
|
)
|
|
$
|
1,053,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Shareholders Equity (Deficiency)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$
|
742
|
|
|
$
|
4,087
|
|
|
$
|
183,964
|
|
|
$
|
|
|
|
$
|
188,793
|
|
Unpresented bank drafts
|
|
|
|
|
|
|
14,772
|
|
|
|
|
|
|
|
|
|
|
|
14,772
|
|
Film obligations
|
|
|
|
|
|
|
|
|
|
|
284,987
|
|
|
|
|
|
|
|
284,987
|
|
Subordinated notes
|
|
|
|
|
|
|
385,000
|
|
|
|
|
|
|
|
|
|
|
|
385,000
|
|
Deferred revenue
|
|
|
|
|
|
|
|
|
|
|
30,427
|
|
|
|
|
|
|
|
30,427
|
|
Intercompany payables (receivables)
|
|
|
(168,726
|
)
|
|
|
188,859
|
|
|
|
(5,927
|
)
|
|
|
(14,206
|
)
|
|
|
|
|
Intercompany equity
|
|
|
254,154
|
|
|
|
93,217
|
|
|
|
329,948
|
|
|
|
(677,319
|
)
|
|
|
|
|
Shareholders equity
(deficiency)
|
|
|
149,270
|
|
|
|
(162,340
|
)
|
|
|
11,399
|
|
|
|
150,941
|
|
|
|
149,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
235,440
|
|
|
$
|
523,595
|
|
|
$
|
834,798
|
|
|
$
|
(540,584
|
)
|
|
$
|
1,053,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 30, 2005
|
|
|
|
Lions Gate
|
|
|
Lions Gate
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment
|
|
|
Entertainment
|
|
|
Other
|
|
|
Consolidating
|
|
|
Lions Gate
|
|
|
|
Corp.
|
|
|
Inc.
|
|
|
Subsidiaries
|
|
|
Adjustments
|
|
|
Consolidated
|
|
|
|
(Amounts in thousands)
|
|
|
STATEMENT OF
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
366
|
|
|
$
|
|
|
|
$
|
403,751
|
|
|
$
|
(299
|
)
|
|
$
|
403,818
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct Operating
|
|
|
|
|
|
|
|
|
|
|
208,224
|
|
|
|
|
|
|
|
208,224
|
|
Distribution and marketing
|
|
|
|
|
|
|
|
|
|
|
191,169
|
|
|
|
|
|
|
|
191,169
|
|
General and administration
|
|
|
1,104
|
|
|
|
18,594
|
|
|
|
12,943
|
|
|
|
(299
|
)
|
|
|
32,342
|
|
Depreciation
|
|
|
|
|
|
|
52
|
|
|
|
880
|
|
|
|
|
|
|
|
932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,104
|
|
|
|
18,646
|
|
|
|
413,216
|
|
|
|
(299
|
)
|
|
|
432,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(738
|
)
|
|
|
(18,646
|
)
|
|
|
(9,465
|
)
|
|
|
|
|
|
|
(28,849
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expenses (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(32
|
)
|
|
|
9,227
|
|
|
|
61
|
|
|
|
|
|
|
|
9,256
|
|
Interest rate swaps mark-to market
|
|
|
|
|
|
|
123
|
|
|
|
|
|
|
|
|
|
|
|
123
|
|
Interest income
|
|
|
|
|
|
|
(1,926
|
)
|
|
|
10
|
|
|
|
|
|
|
|
(1,916
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses (income), net
|
|
|
(32
|
)
|
|
|
7,424
|
|
|
|
71
|
|
|
|
|
|
|
|
7,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE EQUITY INTERESTS AND
INCOME TAXES
|
|
|
(706
|
)
|
|
|
(26,070
|
)
|
|
|
(9,536
|
)
|
|
|
|
|
|
|
(36,312
|
)
|
Equity interests
|
|
|
(35,219
|
)
|
|
|
(11,586
|
)
|
|
|
(54
|
)
|
|
|
46,805
|
|
|
|
(54
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES
|
|
|
(35,925
|
)
|
|
|
(37,656
|
)
|
|
|
(9,590
|
)
|
|
|
46,805
|
|
|
|
(36,366
|
)
|
Income tax provision
|
|
|
|
|
|
|
175
|
|
|
|
286
|
|
|
|
|
|
|
|
461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE DISCONTINUED OPERATIONS
|
|
|
(35,925
|
)
|
|
|
(37,831
|
)
|
|
|
(9,876
|
)
|
|
|
46,805
|
|
|
|
(36,827
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued
operations, net of tax of nil
|
|
|
|
|
|
|
|
|
|
|
902
|
|
|
|
|
|
|
|
902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(35,925
|
)
|
|
$
|
(37,831
|
)
|
|
$
|
(8,974
|
)
|
|
$
|
46,805
|
|
|
$
|
(35,925
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 30, 2005
|
|
|
|
Lions Gate
|
|
|
Lions Gate
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment
|
|
|
Entertainment
|
|
|
Other
|
|
|
Consolidating
|
|
|
Lions Gate
|
|
|
|
Corp.
|
|
|
Inc.
|
|
|
Subsidiaries
|
|
|
Adjustments
|
|
|
Consolidated
|
|
|
|
(Amounts in thousands)
|
|
|
STATEMENT OF CASH
FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY (USED
IN) OPERATING ACTIVITIES CONTINUING OPERATIONS
|
|
$
|
(17,507
|
)
|
|
$
|
(8,709
|
)
|
|
$
|
62,816
|
|
|
$
|
|
|
|
$
|
36,600
|
|
NET CASH FLOWS PROVIDED BY (USED
IN) OPERATING ACTIVITIES DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
1,128
|
|
|
|
|
|
|
|
1,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY (USED
IN) OPERATING ACTIVITIES
|
|
|
(17,507
|
)
|
|
|
(8,709
|
)
|
|
|
63,944
|
|
|
|
|
|
|
|
37,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of
investments auction rate securities
|
|
|
|
|
|
|
(137,827
|
)
|
|
|
|
|
|
|
|
|
|
|
(137,827
|
)
|
Purchases of
investments equity securities
|
|
|
|
|
|
|
(3,470
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,470
|
)
|
Sales of investments
auction rate securities
|
|
|
|
|
|
|
47,500
|
|
|
|
|
|
|
|
|
|
|
|
47,500
|
|
Cash received from sale of
investment
|
|
|
|
|
|
|
|
|
|
|
2,945
|
|
|
|
|
|
|
|
2,945
|
|
Purchases of property and equipment
|
|
|
|
|
|
|
(2,221
|
)
|
|
|
64
|
|
|
|
|
|
|
|
(2,157
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY (USED
IN) INVESTING ACTIVITIES CONTINUING OPERATIONS
|
|
|
|
|
|
|
(96,018
|
)
|
|
|
3,009
|
|
|
|
|
|
|
|
(93,009
|
)
|
NET CASH FLOWS PROVIDED BY (USED
IN) INVESTING ACTIVITIES DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
65
|
|
|
|
|
|
|
|
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY (USED
IN) INVESTING ACTIVITIES
|
|
|
|
|
|
|
(96,018
|
)
|
|
|
3,074
|
|
|
|
|
|
|
|
(92,944
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares
|
|
|
681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
681
|
|
Financing fees
|
|
|
|
|
|
|
(260
|
)
|
|
|
|
|
|
|
|
|
|
|
(260
|
)
|
Repayment of subordinated notes
|
|
|
|
|
|
|
|
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY (USED
IN) FINANCING ACTIVITIES CONTINUING OPERATIONS
|
|
|
681
|
|
|
|
(260
|
)
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
(4,579
|
)
|
NET CASH FLOWS PROVIDED BY (USED
IN) FINANCING ACTIVITIES DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
(2,211
|
)
|
|
|
|
|
|
|
(2,211
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY (USED
IN) FINANCING ACTIVITIES
|
|
|
681
|
|
|
|
(260
|
)
|
|
|
(7,211
|
)
|
|
|
|
|
|
|
(6,790
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH
EQUIVALENTS
|
|
|
(16,826
|
)
|
|
|
(104,987
|
)
|
|
|
59,807
|
|
|
|
|
|
|
|
(62,006
|
)
|
FOREIGN EXCHANGE EFFECT ON CASH
|
|
|
16,234
|
|
|
|
(13,260
|
)
|
|
|
(2,460
|
)
|
|
|
|
|
|
|
514
|
|
CASH AND CASH
EQUIVALENTS BEGINNING OF PERIOD
|
|
|
943
|
|
|
|
106,356
|
|
|
|
5,540
|
|
|
|
|
|
|
|
112,839
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTS END OF PERIOD
|
|
$
|
351
|
|
|
$
|
(11,891
|
)
|
|
$
|
62,887
|
|
|
$
|
|
|
|
$
|
51,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
|
Overview
Lions Gate Entertainment
Corp. (Lionsgate, the
Company, we, us or
our) is a diversified independent producer and
distributor of motion pictures, television programming, home
entertainment, family entertainment,
video-on-demand
and music content. We release approximately 15 to 18 motion
pictures theatrically per year. Our theatrical releases include
films we produce in-house and films we acquire from third
parties. We also have produced approximately 97 hours of
television programming on average each of the last three years.
Our disciplined approach to production, acquisition and
distribution is designed to maximize our profit by balancing our
financial risks against the probability of commercial success of
each project. We currently distribute our library of more than
10,000 motion picture titles and television episodes and
programs directly to retailers, video rental stores, and pay and
free television channels in the US, UK and Ireland and
indirectly to other international markets through third parties.
We own a minority interest in CinemaNow, Inc.
(CinemaNow), an internet
video-on-demand
provider. We also own a minority interest in Maple Pictures
Corp. (Maple Pictures), a Canadian film and
television distributor based in Toronto, Canada. We have
distribution agreements with Maple Pictures through which we
distribute our library and other titles in Canada.
Our revenues are derived from the following business segments:
|
|
|
|
|
Motion Pictures, which includes Theatrical, Home Entertainment,
Television and International Distribution. Theatrical revenues
are derived from the theatrical release of motion pictures in
the United States which are distributed to theatrical exhibitors
on a picture by picture basis. The financial terms that we
negotiate with our theatrical exhibitors generally provide that
we receive a percentage of the box office results and are
negotiated on a picture by picture basis. Home entertainment
revenues are derived primarily from the sale of video and DVD
releases of our own productions and acquired films, including
theatrical releases and
direct-to-video
releases, to retail stores. In addition, we have revenue sharing
arrangements with certain rental stores which generally provide
that in exchange for a nominal or no upfront sales price we
share in the rental revenues generated by each such store on a
title by title basis. Television revenues are primarily derived
from the licensing of our productions and acquired films to the
domestic cable, free and pay television markets. International
revenues include revenues from our UK subsidiary and from the
licensing of our productions and acquired films to international
markets on a
territory-by-territory
basis. Our revenues are derived from the United States, Canada
and other foreign countries; none of the foreign countries
individually comprised greater than 10% of total revenue.
|
|
|
|
Television Productions, which includes the licensing to domestic
and international markets of
one-hour and
half-hour
drama series, television movies and mini-series and non-fiction
programming and revenues from the sale of television production
movies or series in other media including home entertainment.
|
|
|
|
Studio Facilities, which included Lions Gate Studios and the
leased facility Eagle Creek Studios and which derived revenue
from rental of sound stages, production offices, construction
mills, storage facilities and lighting equipment to film and
television producers. We sold our studios facilities located in
Vancouver, British Columbia on March 15, 2006. Studio
facilities previously comprised the Companys studios
facilities reporting segment. Therefore, the Company is not
reporting this segment in fiscal 2007. Total revenues and
expenses of the Studio Facilities are reported net within
discontinued operations in the statements of operations for all
periods prior to the sale.
|
Our primary operating expenses include the following:
|
|
|
|
|
Direct Operating Expenses, which include amortization of
production or acquisition costs, participation and residual
expenses and provision for doubtful accounts. Participations
costs represent contingent consideration payable based on the
performance of the film to parties associated with the film,
including producers, writers, directors or actors, etc.
Residuals represent amounts payable to various unions or
guilds such as the Screen Actors Guild, Directors
Guild of America, Writers Guild of America, based on the
performance of the film in certain ancillary markets or based on
the individuals (i.e. actor, director, writer) salary
level in the television market.
|
31
|
|
|
|
|
Distribution and Marketing Expenses, which primarily include the
costs of theatrical prints and advertising and of
video and DVD duplication and marketing. Theatrical print and
advertising represent the costs of the theatrical prints
delivered to theatrical exhibitors and advertising includes the
advertising and marketing cost associated with the theatrical
release of the picture. Video and DVD duplication represent the
cost of the video and DVD product and the manufacturing costs
associated with creating the physical products. Video and DVD
marketing costs represent the cost of advertising the product at
or near the time of its release or special promotional
advertising.
|
|
|
|
General and Administration Expenses, which include salaries and
other overhead.
|
Recent
Developments
Debmar. On July 3, 2006, the Company
acquired all of the capital stock of Debmar-Mercury LLC
(Debmar), an independent distributor of film and
television packages. Consideration for the Debmar acquisition
was $27.5 million, comprised of a combination of
$24.5 million in cash paid on July 3, 2006 and up to
$3.0 million in common shares of the Company to be issued
on January 1, 2008 if there are no breaches requiring
indemnification by the seller of certain representations and
warranties made by the seller. An additional $0.2 million
has been incurred in acquisition costs. The $3.0 million of
shares to be issued has been recorded as part of the purchase
consideration and reflected as a liability. If no incremental
liabilities become known by January 1, 2008 then the shares
will be issued and the $3.0 million will be reclassified to
equity. The purchase price may be adjusted for the payment of
additional consideration contingent on the financial performance
of Debmar for the five-year period ending June 30, 2011.
The Debmar acquisition provides the Company with the rights to
distribute certain television properties such as the television
series South Park and provides the Company with an
experienced management team to further enhance its capacity to
syndicate its own and others television programming and feature
film packages.
Image. During the year ended March 31,
2006, the Company purchased in the open market 1,150,000 common
shares of Image for $3.5 million in cash, representing an
average cost per share of $3.02. Also during the year ended
March 31, 2006, the Company completed a negotiated exchange
with certain shareholders of Image in which the Company
exchanged 1,104,004 of its common shares (at $10.45 per
share) in return for 2,883,996 common shares of Image (at
$4.00 per share). The cost on an exchanged basis of the
additional 2,883,996 common shares of Image is
$11.5 million. As of September 30, 2006 and
March 31, 2006, the Company held 4,033,996 common shares of
Image acquired at an average cost per share of $3.72; the shares
held by the Company represent approximately 18.7% of
Images outstanding common shares as of October 31,
2006. The closing price of Images common shares on
September 30, 2006 was $3.48 per common share
(March 31, 2006 $3.70 per common share).
As a result, the Company had unrealized losses of
$1.0 million and $0.1 million on its investment in
Image common shares as of September 30, 2006 and
March 31, 2006, respectively. The Company has reported the
increase in the unrealized loss of $0.9 million as other
comprehensive loss in the condensed consolidated statement of
shareholders equity for the six months ended
September 30, 2006.
CinemaNow. At March 31, 2006, the Company
had a 30% equity interest on an undiluted basis in CinemaNow,
Inc. (CinemaNow). The investment in CinemaNow is
accounted for using the equity method. The investment in
CinemaNow on our consolidated balance sheet was nil at
March 31, 2006. In June 2006, the Company purchased
$1.0 million Series E Preferred Stock as part of a
$20.3 million round of financing secured by CinemaNow. At
September 30, 2006, the Companys equity interest in
CinemaNow is 18.8% on a fully diluted basis and 21.1% on an
undiluted basis. The investment in CinemaNow on our consolidated
balance sheet was $0.7 million as of September 30,
2006.
Redbus. On October 17, 2005, the Company
acquired all outstanding shares of Redbus, an independent film
distributor located in the United Kingdom. Consideration for the
Redbus acquisition was $35.5 million, comprised of a
combination of $28.0 million in cash, $6.4 million in
Lionsgate common shares and direct transaction costs of
$1.1 million. In addition, the Company assumed other
obligations (including accounts payable and accrued liabilities
and film obligations) of $19.4 million. At the closing of
the transaction the Company issued 643,460 common shares to
Redbus Group Limited (RGL) valued at approximately
$5.6 million, or $8.77 per share, and will issue up to
an expected additional 94,937 common shares to RGL upon
satisfaction of the terms of the escrow
32
agreement to terminate on May 17, 2007. Direct transaction
costs are considered liabilities assumed in the acquisition and,
as such, are included in the purchase price. Direct transaction
costs consist primarily of legal and accounting fees.
The Redbus acquisition was accounted for as a purchase, with the
results of operations of Redbus consolidated from
October 17, 2005. Goodwill of $27.1 million represents
the excess of purchase price over the fair value of the net
identifiable tangible and intangible assets acquired.
Lionsgate Studios. On March 15, 2006, the
Company sold its studio facilities located in Vancouver, British
Columbia.
CRITICAL
ACCOUNTING POLICIES
The application of the following accounting policies, which are
important to our financial position and results of operations,
requires significant judgments and estimates on the part of
management. As described more fully below, these estimates bear
the risk of change due to the inherent uncertainty attached to
the estimate. For example, accounting for films and television
programs requires the Company to estimate future revenue and
expense amounts which, due to the inherent uncertainties
involved in making such estimates, are likely to differ to some
extent from actual results. For a summary of all of our
accounting policies, including the accounting policies discussed
below, see note 2 to our March 31, 2006 audited
consolidated financial statements.
Generally Accepted Accounting Principles. Our
consolidated financial statements have been prepared in
accordance with U.S. GAAP.
Accounting for Films and Television
Programs. In June 2000, the Accounting Standards
Executive Committee of the American Institute of Certified
Public Accountants issued Statement of Position 00-2
Accounting by Producers or Distributors of Films
(SoP 00-2). SoP 00-2 establishes accounting
standards for producers or distributors of films, including
changes in revenue recognition, capitalization and amortization
of costs of acquiring films and television programs and
accounting for exploitation costs, including advertising and
marketing expenses.
We capitalize costs of production and acquisition, including
financing costs and production overhead, to investment in films
and television programs. These costs are amortized to direct
operating expenses in accordance with SoP 00-2. These costs are
stated at the lower of unamortized films or television program
costs or estimated fair value. These costs for an individual
film or television program are amortized and participation and
residual costs are accrued in the proportion that current
years revenues bear to managements estimates of the
ultimate revenue at the beginning of the year expected to be
recognized from exploitation, exhibition or sale of such film or
television program over a period not to exceed ten years from
the date of initial release. For previously released film or
television programs acquired as part of a library, ultimate
revenue includes estimates over a period not to exceed twenty
years from the date of acquisition.
Management regularly reviews and revises when necessary its
ultimate revenue and cost estimates, which may result in a
change in the rate of amortization of film costs and
participations and residuals
and/or
write-down of all or a portion of the unamortized costs of the
film or television program to its estimated fair value.
Management estimates the ultimate revenue based on experience
with similar titles or title genre, the general public appeal of
the cast, actual performance (when available) at the box office
or in markets currently being exploited, and other factors such
as the quality and acceptance of motion pictures or programs
that our competitors release into the marketplace at or near the
same time, critical reviews, general economic conditions and
other tangible and intangible factors, many of which we do not
control and which may change. In the normal course of our
business, some films and titles are more successful than
anticipated and some are less successful. Accordingly, we update
our estimates of ultimate revenue and participations cost based
upon the actual results achieved or new information as to
anticipated revenue performance such as (for home video
revenues) initial orders and demand from retail stores when it
becomes available. An increase in the ultimate revenue will
generally result in a lower amortization rate while a decrease
in the ultimate revenue will generally result in a higher
amortization rate and periodically results in an impairment
requiring a write down of the film cost to the titles fair
value. These write downs are included in amortization expense
within direct operating expenses in our statement of operations.
33
Revenue Recognition. Revenue from the sale or
licensing of films and television programs is recognized upon
meeting all recognition requirements of SoP 00-2. Revenue from
the theatrical release of feature films is recognized at the
time of exhibition based on the Companys participation in
box office receipts. Revenue from the sale of videocassettes and
DVDs in the retail market, net of an allowance for estimated
returns and other allowances, is recognized on the later of
receipt by the customer or street date (when it is
available for sale by the customer). Under revenue sharing
arrangements, rental revenue is recognized when the Company is
entitled to receipts and such receipts are determinable.
Revenues from television licensing are recognized when the
feature film or television program is available to the licensee
for telecast. For television licenses that include separate
availability windows during the license period,
revenue is allocated over the windows. Revenue from
sales to international territories are recognized when access to
the feature film or television program has been granted or
delivery has occurred, as required under the sales contract, and
the right to exploit the feature film or television program has
commenced. For multiple media rights contracts with a fee for a
single film or television program where the contract provides
for media holdbacks (defined as contractual media release
restrictions), the fee is allocated to the various media based
on managements assessment of the relative fair value of
the rights to exploit each media and is recognized as each
holdback is released. For multiple-title contracts with a fee,
the fee is allocated on a
title-by-title
basis, based on managements assessment of the relative
fair value of each title.
Cash payments received are recorded as deferred revenue until
all the conditions of revenue recognition have been met.
Long-term, non-interest bearing receivables are discounted to
present value.
Reserves. Revenues are recorded net of
estimated returns and other allowances. We estimate reserves for
video returns based on previous returns and our estimated
expected future returns related to current period sales on a
title-by-title
basis in each of the video businesses. Factors affecting actual
returns include limited retail shelf space at various times of
the year, success of advertising or other sales promotions, the
near term release of competing titles, among other factors. We
believe that our estimates have been materially accurate in the
past; however, due to the judgment involved in establishing
reserves, we may have adjustments to our historical estimates in
the future.
We estimate provisions for accounts receivable based on
historical experience and relevant facts and information
regarding the collectability of the accounts receivable. In
performing this evaluation, significant judgments and estimates
are involved, including an analysis of specific risks on a
customer-by-customer
basis for our larger customers and an analysis of the length of
time receivables have been past due. The financial condition of
a given customer and its ability to pay may change over time and
could result in an increase or decrease to our allowance for
doubtful accounts, which, when the impact of such change is
material, is disclosed in our discussion on direct operating
expenses elsewhere in Managements Discussion and
Analysis of Financial Condition and Results of Operations.
Income Taxes. The Company is subject to
federal and state income taxes in the United States, and in
several foreign jurisdictions in which we operate. We account
for income taxes according to the Statement of Financial
Accounting Standards No. 109, Accounting for Income
Taxes (SFAS No. 109).
SFAS No. 109 requires the recognition of deferred tax
assets, net of applicable reserves, related to net operating
loss carryforwards and certain temporary differences. The
standard requires recognition of a future tax benefit to the
extent that realization of such benefit is more likely than not
or a valuation allowance is applied. Because of our historical
operating losses, we have provided a valuation allowance against
our net deferred tax assets. When we have a history of
profitable operations sufficient to demonstrate that it is more
likely than not that our deferred tax assets will be realized,
the valuation allowance will be reversed. However, this
assessment of our planned use of our deferred tax assets is an
estimate which could change in the future depending upon the
generation of taxable income in amounts sufficient to realize
our deferred tax assets.
Goodwill. On April 1, 2001, the Company
adopted Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other
Intangible Assets. Goodwill is reviewed annually for
impairment within each fiscal year or between the annual tests
if an event occurs or circumstances change that indicate it is
more likely than not that the fair value of a reporting unit is
less than its carrying value. The Company performs its annual
impairment test as of December 31 in each fiscal year. The
Company performed its annual impairment test on its goodwill as
of December 31, 2005. No goodwill impairment was identified
in any of the Companys reporting units. Determining the
fair value of reporting units requires various assumptions and
estimates. The estimates of fair value include
34
consideration of the future projected operating results and cash
flows of the reporting unit. Such projections could be different
than actual results. Should actual results be significantly less
than estimates, the value of our goodwill could be impaired in
the future.
Business Acquisitions. The Company accounts
for its business acquisitions as a purchase, whereby the
purchase price is allocated to the assets acquired and
liabilities assumed based on their estimated fair value. The
excess of the purchase price over estimated fair value of the
net identifiable assets is allocated to goodwill. Determining
the fair value of assets and liabilities requires various
assumptions and estimates. These estimates and assumptions are
refined with adjustments recorded to goodwill as information is
gathered and final appraisals are completed over the allocation
period allowed under SFAS No. 141. The changes in
these estimates could impact the amount of assets, including
goodwill and liabilities, ultimately recorded on our balance
sheet as a result of an acquisition and could impact our
operating results subsequent to such acquisition. We believe
that our estimates have been materially accurate in the past.
Recent
Accounting Pronouncements
Statement of Financial Accounting Standards
No. 123R. In December 2004, the FASB issued
SFAS No. 123 (revised 2004), Share-Based
Payment (SFAS No. 123(R)).
SFAS No. 123(R) revises SFAS No. 123 and
eliminates the alternative to use the intrinsic method of
accounting under APB No. 25.
SFAS No. 123(R)requires all public companies
accounting for share-based payment transactions in which an
enterprise receives employee services in exchange for
(a) equity instruments of the enterprise or
(b) liabilities that are based on the fair value of the
enterprises equity instruments or that may be settled by
the issuance of such equity instruments, to account for these
types of transactions using a
fair-value-based
method. Effective April 1, 2006, the Company adopted the
fair value recognition provisions of FASB Statement
No. 123(R), Share-Based Payment
(SFAS No. 123(R)), using the modified-prospective
transition method. Under such transition method, compensation
cost recognized in the three and six months ended
September 30, 2006 includes: (a) compensation cost for
all stock options granted prior to, but not yet vested as of
April 1, 2006, based on the grant date fair value estimated
in accordance with the original provisions of
SFAS No. 123, and (b) compensation cost for all
share-based payments granted on or after April 1, 2006,
based on the grant-date fair value estimated in accordance with
the provisions of SFAS No. 123(R). See note 12
for further discussion of the Companys stock-based
compensation in accordance with SFAS No. 123(R).
Statement of Financial Accounting Standards Staff Position
115-1. In March 2004, the FASB ratified the
measurement and recognition guidance and certain disclosure
requirements for impaired securities as described in EITF Issue
No. 03-1,
The Meaning of
Other-Than-Temporary
Impairment and Its Application to Certain Investments. In
November 2005, the FASB issued FASB Staff Position
SFAS 115-1,
The Meaning of
Other-Than-Temporary
Impairment and Its Application to Certain Investments
(the FSP). The FSP nullifies certain requirements of
EITF
Issue 03-1
and supersedes EITF Topic D-44, Recognition of
Other-Than-Temporary
Impairment upon the Planned Sale of a Security Whose Cost
Exceeds Fair Value. The FSP addresses the determination as
to when an investment is considered impaired, whether that
impairment is
other-than-temporary,
and the measurement of an impairment loss. The FSP also includes
accounting considerations subsequent to the recognition of an
other-than-temporary
impairment and requires certain disclosures about unrealized
losses that have not been recognized as other-than temporary
impairments. The FSP was effective for reporting periods
beginning after December 15, 2005. The adoption of the FSP
did not have a material effect on the Companys results of
operations, financial position or cash flows.
Results
of Operations
Three
Months Ended September 30, 2006 Compared to Three Months
Ended September 30, 2005
Consolidated revenues this quarter of $218.2 million
increased $7.2 million, or 3.4%, compared to
$211.0 million in the prior years quarter. Motion
pictures revenue of $186.6 million this quarter increased
$18.3 million, or 10.9%, compared to $168.3 million in
the prior years quarter. Television revenues of
$31.6 million this quarter decreased $11.1 million, or
26.0%, compared to $42.7 million in the prior years
quarter.
35
Motion
Pictures Revenue
The increase in motion picture revenue this quarter was mainly
attributable to increases in television and international
revenue, within the motion picture segment, offset by decreases
in video and theatrical revenue. The following table sets forth
the components of revenue for the motion pictures reporting
segment for the three-month periods ended September 30,
2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
Increase (Decrease)
|
|
|
|
2006
|
|
|
2005
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
Motion Pictures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theatrical
|
|
$
|
20.5
|
|
|
$
|
18.8
|
|
|
$
|
1.7
|
|
|
|
9.0
|
%
|
Video
|
|
|
115.1
|
|
|
|
119.9
|
|
|
|
(4.8
|
)
|
|
|
(4.0
|
)%
|
Television
|
|
|
33.4
|
|
|
|
18.4
|
|
|
|
15.0
|
|
|
|
81.5
|
%
|
International
|
|
|
17.1
|
|
|
|
9.9
|
|
|
|
7.2
|
|
|
|
72.7
|
%
|
Other
|
|
|
0.5
|
|
|
|
1.3
|
|
|
|
(0.8
|
)
|
|
|
(61.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
186.6
|
|
|
$
|
168.3
|
|
|
$
|
18.3
|
|
|
|
10.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth the titles contributing
significant motion picture revenue for the three-month periods
ended September 30, 2006 and 2005:
|
|
|
|
|
|
|
Three Months Ended September 30,
|
2006
|
|
2005
|
|
|
Theatrical and Video
|
|
|
|
Theatrical and Video
|
Title
|
|
Release Date
|
|
Title
|
|
Release Date
|
|
Theatrical:
|
|
|
|
Theatrical:
|
|
|
Crank
|
|
September 2006
|
|
Lord of War
|
|
September 2005
|
The Descent
|
|
August 2006
|
|
The Devils
Rejects
|
|
July 2005
|
Video:
|
|
|
|
Video:
|
|
|
Akeelah and the Bee
|
|
August 2006
|
|
Barbie and the
Magic of Pegasus
|
|
September 2005
|
Crash
|
|
September 2005
|
|
Crash
|
|
September 2005
|
Lord of War
|
|
January 2006
|
|
Diary of a Mad
Black Woman
|
|
June 2005
|
Madea Goes To Jail
|
|
June 2006
|
|
I Can Do Bad All By
Myself
|
|
June 2005
|
Madeas Family
Reunion
|
|
June 2006
|
|
Madeas Class
Reunion
|
|
June 2005
|
Ultimate Avengers 2
|
|
August 2006
|
|
Madeas Family
Reunion
|
|
June 2005
|
Waiting
|
|
February 2006
|
|
Meet The Browns
|
|
June 2005
|
Why Did I Get Married
|
|
June 2006
|
|
Saw
|
|
February 2005
|
Television:
|
|
|
|
Television:
|
|
|
In The Mix
|
|
|
|
Saw
|
|
|
Lord of War
|
|
|
|
The Cookout
|
|
|
Saw 2
|
|
|
|
|
|
|
Waiting
|
|
|
|
|
|
|
International:
|
|
|
|
International:
|
|
|
Crank
|
|
|
|
Dirty Dancing:
Havana Nights
|
|
|
Dirty Dancing Stage
Play
|
|
|
|
Final Cut
|
|
|
Hard Candy
|
|
|
|
The Devils
Rejects
|
|
|
Saw 2
|
|
|
|
|
|
|
The Lost City
|
|
|
|
|
|
|
Undiscovered
|
|
|
|
|
|
|
36
Theatrical revenue of $20.5 million increased
$1.7 million or 9.0% in this quarter as compared to the
prior years quarter due to the performance during the
quarter of the theatrical releases listed in the above table. In
this quarter, the titles listed in the above table as
contributing significant theatrical revenue in the current
quarter represented approximately 99% of total theatrical
revenue. In the prior years quarter, the titles listed in
the above table as contributing significant theatrical revenue
in the prior years quarter represented approximately 76%
of total theatrical revenue.
Video revenue of $115.1 million decreased $4.8 million
or 4.0% in this quarter as compared to the prior years
quarter. The decrease is due to the slightly better performance
of certain titles released in the prior year quarter as compared
to the current quarter. In this quarter, the titles listed above
as contributing significant video revenue in the quarter
represented individually between 2% to 12% of total video
revenue and in the aggregate 36% or $41.7 million of total
video revenue for the quarter. In the prior years quarter
the titles listed above as contributing significant video
revenue in the prior years quarter represented
individually between 2% to 22% of total video revenue and in the
aggregate 51% or $60.8 million of total video revenue for
the quarter. In the current quarter $73.4 million, or 64%,
of total video revenue was contributed by titles that make up
less than 2% of total video revenue, and in the prior quarter
this amounted to $59.1 million or 49% of total video
revenue.
Television revenue included in motion picture revenue of
$33.4 million in this quarter increased $15.0 million,
or 81.5%, compared to the prior years quarter. The
increase is due to more successful theatrical titles with
television windows opening in the current quarter as compared to
the prior quarter. In this quarter, the titles listed above as
contributing significant television revenue in the quarter
represented individually between 8% to 34% of total television
revenue and in the aggregate 73% of total television revenue for
the quarter. In the prior years quarter the titles listed
above as contributing significant television revenue in the
prior years quarter represented individually between 18%
to 51% of total television revenue and in the aggregate 69% of
total television revenue for the quarter.
International revenue of $17.1 million increased
$7.2 million or 72.7% in this quarter as compared to the
prior years quarter. Lionsgate UK, established from the
acquisition of Redbus in fiscal 2006, contributed
$6.1 million of international revenue, which included
revenues from An American Haunting, A Cock And Bull Story,
The Wicker Man, and Right At Your Door. In this
quarter, the titles listed in the table above as contributing
significant international revenue in the quarter represented
individually between 3% to 9% of total international revenue and
in the aggregate 32% of total international revenue for the
quarter. In the prior years quarter the titles listed in
the table above as contributing significant revenue in the prior
years quarter represented individually between 9% to 13%
of total international revenue and in the aggregate 32% of total
international revenue for the quarter.
Television
Revenue
The following table sets forth the components of revenue that
make up television production revenue for the three-month
periods ended September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
Increase (Decrease)
|
|
|
|
2006
|
|
|
2005
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
Television Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic licensing
|
|
$
|
25.0
|
|
|
$
|
30.6
|
|
|
$
|
(5.6
|
)
|
|
|
(18.3
|
)%
|
International and other
|
|
|
1.4
|
|
|
|
8.7
|
|
|
|
(7.3
|
)
|
|
|
(83.9
|
)%
|
Television movies
|
|
|
0.2
|
|
|
|
2.1
|
|
|
|
(1.9
|
)
|
|
|
(90.5
|
)%
|
Video releases of television
production
|
|
|
4.9
|
|
|
|
1.1
|
|
|
|
3.8
|
|
|
|
345.5
|
%
|
Non-fiction programming
|
|
|
|
|
|
|
0.2
|
|
|
|
(0.2
|
)
|
|
|
(100.0
|
)%
|
Other
|
|
|
0.1
|
|
|
|
|
|
|
|
0.1
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
31.6
|
|
|
$
|
42.7
|
|
|
$
|
(11.1
|
)
|
|
|
(26.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37
The following table sets forth the number of television episodes
delivered in the three months ended September 30, 2006 and
2005, respectively:
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
Domestic Licensing
|
|
|
|
|
|
|
|
|
One Hour Series
|
|
|
5
|
|
|
|
26
|
|
Half Hour Series
|
|
|
22
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
Television revenue of $31.6 million in this quarter
decreased by $11.1 million, or 26.0%, compared to
$42.7 million in the prior years quarter, due
primarily to lower international and other revenue and lower
domestic licensing revenue where the majority of the current
fiscal years television production are anticipated to be
delivered in subsequent periods within this fiscal year.
Domestic licensing for the current quarter includes
$4.3 million of revenue from the July 3, 2006
acquisition of Debmar. Domestic deliveries of
one-hour
drama series in this quarter included 5 hour episodes of
Dirty Dancing Reality TV Series, 10
half-hour
episodes of Weeds Season 2, 9
half-hour
episodes of Lovespring, and 3
half-hour
episodes of I Pity the Fool. In the prior years
quarter, domestic deliveries of
one-hour
drama series included Wildfire, Missing and The Dead
Zone and of
half-hour
drama series included Weeds.
The following table sets forth direct operating expenses by
segment for the three months ended September 30, 2006 and
2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
|
September 30, 2006
|
|
|
September 30, 2005
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
|
(Amounts in millions)
|
|
|
Direct operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of films and
television programs
|
|
$
|
28.7
|
|
|
$
|
20.1
|
|
|
$
|
48.8
|
|
|
$
|
31.8
|
|
|
$
|
37.2
|
|
|
$
|
69.0
|
|
Participation and residual expense
|
|
|
38.9
|
|
|
|
4.9
|
|
|
|
43.8
|
|
|
|
37.2
|
|
|
|
|
|
|
|
37.2
|
|
Amortization of acquired
intangible assets
|
|
|
0.2
|
|
|
|
|
|
|
|
0.2
|
|
|
|
0.7
|
|
|
|
|
|
|
|
0.7
|
|
Other expenses
|
|
|
1.7
|
|
|
|
0.2
|
|
|
|
1.9
|
|
|
|
1.6
|
|
|
|
|
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
69.5
|
|
|
$
|
25.2
|
|
|
$
|
94.7
|
|
|
$
|
71.3
|
|
|
$
|
37.2
|
|
|
$
|
108.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating expenses as a
percentage of revenues
|
|
|
37.2
|
%
|
|
|
79.7
|
%
|
|
|
43.4
|
%
|
|
|
42.4
|
%
|
|
|
87.1
|
%
|
|
|
51.4
|
%
|
Direct operating expenses include amortization, participation
and residual expenses and provision for doubtful accounts.
Direct operating expenses of the motion picture segment of
$69.5 million for this quarter were 37.2% of motion picture
revenue, compared to $71.3 million, or 42.4% of motion
picture revenue for the prior years quarter. The decrease
in direct operating expense of the motion picture segment in the
quarter as a percent of revenue is due to the mix of titles
generating revenue in the quarter and to lower write downs of
investment in film costs due to impairments. Direct operating
expenses of the motion pictures segment included charges for
write downs of investment in film costs of $0.9 million and
$2.0 million in the current quarter and prior year quarter,
respectively, due to the lower than anticipated actual
performance or previously expected performance of certain
titles. Direct operating expenses of the television segment of
$25.2 million for this quarter were 79.7% of television
revenue, compared to $37.2 million, or 87.1% of television
revenue for the prior years quarter. The decrease in
direct operating expense of the television segment in the period
is due to changes in the mix of titles generating revenues
including the successful Weeds Season 2 television
series in the current period. The decrease in direct operating
38
expense of the television segment in the quarter is due to the
television revenue decrease of $11.1 million in the current
quarter.
The following table sets forth distribution and marketing
expenses by segment for the three months ended
September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
|
September 30, 2006
|
|
|
September 30, 2005
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
|
(Amounts in millions)
|
|
Distribution and marketing expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theatrical
|
|
$
|
57.1
|
|
|
$
|
|
|
|
$
|
57.1
|
|
|
$
|
50.4
|
|
|
$
|
0.1
|
|
|
$
|
50.5
|
|
Home Entertainment
|
|
|
42.8
|
|
|
|
1.0
|
|
|
|
43.8
|
|
|
|
44.9
|
|
|
|
0.5
|
|
|
|
45.4
|
|
Television
|
|
|
0.2
|
|
|
|
1.2
|
|
|
|
1.4
|
|
|
|
0.3
|
|
|
|
0.1
|
|
|
|
0.4
|
|
International
|
|
|
9.8
|
|
|
|
0.7
|
|
|
|
10.5
|
|
|
|
1.4
|
|
|
|
0.2
|
|
|
|
1.6
|
|
Other
|
|
|
0.5
|
|
|
|
|
|
|
|
0.5
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
110.4
|
|
|
$
|
2.9
|
|
|
$
|
113.3
|
|
|
$
|
96.8
|
|
|
$
|
0.9
|
|
|
$
|
97.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The majority of distribution and marketing expenses relate to
the motion pictures segment. Theatrical prints and advertising
(P&A) in the motion picture segment in this
quarter of $57.1 million increased $6.7 million, or
13.3%, compared to $50.4 million in the prior years
quarter. Domestic theatrical P&A from the motion pictures
reportable segment in this quarter included P&A incurred on
the release of titles such as Crank, The Descent, and
Employee Of The Month, which combined accounted for 90% of
the total theatrical P&A. Employee Of The Month was
theatrically released subsequent to the end of the quarter on
October 6, 2006. Theatrical P&A in the prior
years quarter included P&A incurred on the release of
titles such as Lord of War, The Devils Rejects and
Undiscovered representing approximately 83% of total
theatrical P&A.
Video distribution and marketing costs on motion picture and
television product in this quarter of $43.8 million
decreased $1.6 million, or 3.1%, compared to
$45.4 million in the prior years quarter. Video
distribution and marketing costs as a percentage of video
revenues was 36.5% and 37.6% in the current quarter and prior
years quarter, respectively.
International distribution and marketing includes
$8.0 million of distribution and marketing costs from Lions
Gate UK as a result of the acquisition of Redbus. Distribution
and marketing expenses of the television segment included
$1.2 million from the July 3, 2006 acquisition of
Debmar in the current quarter.
The following table sets forth general and administrative
expenses by segment for the three months ended
September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
Increase (Decrease)
|
|
|
|
2006
|
|
|
2005
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
General and Administration Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
6.4
|
|
|
$
|
6.1
|
|
|
$
|
0.3
|
|
|
|
4.9
|
%
|
Television
|
|
|
0.9
|
|
|
|
0.1
|
|
|
|
0.8
|
|
|
|
800.0
|
%
|
Corporate
|
|
|
14.4
|
|
|
|
8.9
|
|
|
|
5.5
|
|
|
|
61.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
21.7
|
|
|
$
|
15.1
|
|
|
$
|
6.6
|
|
|
|
43.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in general and administrative expenses is primarily
due to corporate general and administration expenses of
$14.4 million which increased by $5.5 million or 61.8%
compared to $8.9 million in the prior years quarter.
The increase in corporate general and administrative expenses is
primarily due to an increase in stock based compensation of
approximately $3.3 million, an increase in salaries and
related expenses, including payroll taxes associated with the
exercise of stock options, of approximately $1.1 million,
with the remaining increase associated with general overhead and
professional fees. Compensation from our restricted share units
amounted to $0.9 million
39
and $0.7 million for the three months ended
September 30, 2006 and 2005, respectively. In addition, due
to the adoption of SFAS No. 123R we recorded
additional compensation expense related to our stock options
amounting to $0.4 million in the three months ended
September 30, 2006 with no comparable expense in the prior
quarter. We incurred additional costs of $1.9 million
recorded in the three months ended September 30, 2006
compared to a benefit of $0.8 million recorded in the three
months ended September 30, 2005 related to stock
appreciation rights which are revalued each reporting period. In
this quarter, $1.6 million of production overhead was
capitalized compared to $1.2 million in the prior
years quarter. The slight increase in general and
administrative expenses of the motion pictures segment of
$0.3 million or 4.9% is primarily due to general and
administrative costs associated with Lions Gate UK. The slight
increase in general and administrative expenses of the
television segment is primarily due to the July 3, 2006
acquisition of Debmar.
Depreciation of $0.6 million this quarter increased
$0.2 million, or 50% from $0.4 million in the prior
years quarter.
Interest expense of $4.9 million this quarter increased
$0.3 million, or 6.5%, from prior years quarter of
$4.6 million.
Interest rate swaps did not meet the criteria of effective
hedges and therefore a fair valuation loss of $0.1 million
was recorded in the quarter ended September 30, 2005. The
$100 million interest rate swap the Company had entered
into commencing January 2003 ended September 30, 2005. The
CDN$20 million interest rate swap a subsidiary of the
Company had entered into commencing September 2003 and ending
September 2008 was terminated on March 15, 2006 in
connection with the repayment of the remaining balances of the
mortgages payable on the studio facilities.
Interest and other income of $2.3 million for the quarter
ended September 30, 2006, compared to $0.9 million in
the prior years quarter. Interest and other income this
quarter was earned on the cash balance and
available-for-sale
investments held during the three months ended
September 30, 2006 which were higher than in the prior
years quarter.
Equity interests of negative $0.4 million in this quarter
includes the equity interest in the loss of Maple Pictures
consisting of 10% of the loss of Maple Pictures and the equity
interest in the loss of CinemaNow consisting of 18.8% of the
loss of CinemaNow. Equity interests of nil in the prior
years quarter includes the equity interest in the loss of
Maple Pictures consisting of 10% of the losses of Maple Pictures
The Company had an income tax benefit of $0.9 million or
5.9% of loss before income taxes in the three months ended
September 30, 2006, compared to a provision of
$0.4 million in the three months ended September 30,
2005. The tax benefit reflected in the current quarter is
attributable to foreign losses benefited to the extent of
existing deferred tax liabilities in the local jurisdiction and
the receipt of refunds of state taxes paid in previous years,
offset by U.S. federal and state taxes. The Companys
actual annual effective tax rate will differ from the statutory
federal rate as a result of several factors, including changes
in the valuation allowance against net deferred tax assets,
non-temporary differences, foreign income taxed at different
rates, state and local income taxes and the utilization of
acquired net operating losses.
Income from discontinued operations for the three months ended
September 30, 2006 and 2005, respectively, was nil and
$0.9 million, or basic earnings per common share from
discontinued operations of nil and $0.01, respectively, on
104.9 million and 102.4 million weighted average
common shares outstanding, respectively.
Net loss for the three months ended September 30, 2006 was
$14.4 million, or basic loss per common share of $0.14 on
104.9 million weighted average shares outstanding. This
compares to loss from continuing operations for the three months
ended September 30, 2005 of $15.0 million or basic
loss per common share from continuing operations of $0.15 on
102.4 million weighted average common shares outstanding.
Six
Months Ended September 30, 2006 Compared to Six Months
Ended September 30, 2005
Consolidated revenues for the six months ended
September 30, 2006 of $390.6 million decreased
$13.2 million, or 3.3%, compared to $403.8 million for
the six months ended September 30, 2005. Motion pictures
revenue of $351.8 million for the current six-month period
increased $36.5 million, or 11.6%, compared to
$315.3 million in
40
the prior years six month period. Television revenue of
$38.8 million the current six-month period decreased
$49.8 million or 56.2% compared to $88.6 million in
the prior six-month period.
Motion
Pictures Revenue
The increase in motion pictures revenue this period was
primarily due to the theatrical and video performance of
theatrical releases during this period. The following table sets
forth the components of revenue for the motion pictures
reporting segment for the six-month periods ended
September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
Increase (Decrease)
|
|
|
|
2006
|
|
|
2005
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
Motion Pictures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theatrical
|
|
$
|
39.1
|
|
|
$
|
41.1
|
|
|
$
|
(2.0
|
)
|
|
|
(4.9
|
)%
|
Video
|
|
|
229.8
|
|
|
|
217.3
|
|
|
|
12.5
|
|
|
|
5.8
|
%
|
Television
|
|
|
48.2
|
|
|
|
34.7
|
|
|
|
13.5
|
|
|
|
38.9
|
%
|
International
|
|
|
32.7
|
|
|
|
19.9
|
|
|
|
12.8
|
|
|
|
64.3
|
%
|
Other
|
|
|
2.0
|
|
|
|
2.3
|
|
|
|
(0.3
|
)
|
|
|
(13.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
351.8
|
|
|
$
|
315.3
|
|
|
$
|
36.5
|
|
|
|
11.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth the titles contributing
significant motion picture revenue for the six-month periods
ended September 30, 2006 and 2005:
|
|
|
|
|
|
|
Six Months Ended September 30,
|
2006
|
|
2005
|
|
|
Theatrical and Video
|
|
|
|
Theatrical and Video
|
Title
|
|
Release Date
|
|
Title
|
|
Release Date
|
|
Theatrical:
|
|
|
|
Theatrical:
|
|
|
Akeelah and the Bee
|
|
April 2006
|
|
Crash
|
|
May 2005
|
Crank
|
|
September 2006
|
|
Lord of War
|
|
September 2005
|
Larry the Cable Guy
|
|
March 2006
|
|
The Devils
Rejects
|
|
July 2005
|
See No Evil
|
|
May 2006
|
|
|
|
|
The Descent
|
|
August 2006
|
|
|
|
|
Video:
|
|
|
|
Video:
|
|
|
Akeelah and the Bee
|
|
June 2006
|
|
Barbie and the
Magic of Pegasus
|
|
September 2005
|
Crash
|
|
September 2005
|
|
Crash
|
|
September 2005
|
Lord of War
|
|
January 2006
|
|
Diary of a Mad
Black Woman
|
|
June 2005
|
Madea Goes to Jail
|
|
June 2006
|
|
I Can Do Bad All By
Myself
|
|
June 2005
|
Madeas Family
Reunion
|
|
June 2006
|
|
Madeas Class
Reunion
|
|
June 2005
|
Saw 2
|
|
February 2006
|
|
Madeas Family
Reunion
|
|
June 2005
|
Ultimate Avengers 2
|
|
August 2006
|
|
|
|
|
Waiting
|
|
February 2006
|
|
|
|
|
Why Did I Get Married
|
|
June 2006
|
|
|
|
|
41
|
|
|
|
|
|
|
Six Months Ended September 30,
|
2006
|
|
2005
|
|
|
Theatrical and Video
|
|
|
|
Theatrical and Video
|
Title
|
|
Release Date
|
|
Title
|
|
Release Date
|
|
Television:
|
|
|
|
Television:
|
|
|
Crash
|
|
|
|
Open Water
|
|
|
Devils Rejects
|
|
|
|
Saw
|
|
|
Lord of War
|
|
|
|
The Cookout
|
|
|
Saw 2
|
|
|
|
The Punisher
|
|
|
Waiting
|
|
|
|
|
|
|
International:
|
|
|
|
International:
|
|
|
Crank
|
|
|
|
Dirty Dancing:
Havana Nights
|
|
|
Hard Candy
|
|
|
|
Final Cut
|
|
|
Saw 2
|
|
|
|
Hotel Rwanda
|
|
|
Undiscovered
|
|
|
|
Saw
|
|
|
Theatrical revenue of $39.1 million decreased
$2.0 million or 4.9% in this period as compared to the
prior years period due to the performance during the
period of the theatrical releases listed in the above table. In
this period, the titles listed in the above table as
contributing significant theatrical revenue in the period
represented individually between 7% to 26% of total theatrical
revenue and in the aggregate 95% of total theatrical revenue. In
the prior years period, the titles listed in the above
table as contributing significant theatrical revenue in the
prior years period represented individually between 17% to
50% of total theatrical revenue and in the aggregate 85% of
total theatrical revenue.
Video revenue of $229.8 million increased
$12.5 million or 5.8% in this period as compared to the
prior years period. The increase is due to slightly higher
performance of certain titles in the first three months of this
year compared to the prior year. In this period, the titles
listed above as contributing significant video revenue in the
period represented individually between 2% to 15% of total video
revenue and in the aggregate 46% or $104.9 million of total
video revenue for the period. In the prior years period
the titles listed above as contributing significant video
revenue in the prior years period represented individually
between 2% to 18% of total video revenue and in the aggregate
42% or $90.2 million of total video revenue for the period.
In the current period, $124.9 million or 54% of total video
revenue was contributed by titles which make up less than 2% of
total video revenue and in the prior period, this amounted to
$127.1 million or 58% of total video revenue.
Television revenue included in motion picture revenue of
$48.2 million in this period increased $13.5 million,
or 38.9%, compared to the prior years period. The increase
is due to more successful theatrical titles with television
windows opening in the current six months as compared to the
prior six months. In this period, the titles listed above as
contributing significant television revenue in the period
represented individually between 6% to 24% of total television
revenue and in the aggregate 64% of total television revenue for
the period. In the prior years period the titles listed
above as contributing significant television revenue in the
prior years period represented individually between 7% to
27% of total television revenue and in the aggregate 66% of
total television revenue for the period.
International revenue of $32.7 million increased
$12.8 million or 64.3% in this period as compared to the
prior years period. Lionsgate UK, established from the
acquisition of Redbus in fiscal 2006, contributed
$12.3 million of international revenue, which included
significant revenues from Revolver, An American
Haunting, Goodnight and Good Luck, A Cock And Bull Story
and Hard Candy. In this period, the titles listed in
the table above as contributing significant international
revenue in the period represented individually between 3% to 14%
of total international revenue and in the aggregate 25% of total
international revenue for the period. In the prior years
period the titles listed above as contributing significant
revenue in the prior years period represented individually
between 6% to 17% of total international revenue and in the
aggregate 41% of total international revenue for the period.
42
Television
Revenue
The following table sets forth the components of revenue that
make up television revenue for the six-month periods ended
September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
Increase (Decrease)
|
|
|
|
2006
|
|
|
2005
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
Television Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic licensing
|
|
$
|
30.5
|
|
|
$
|
73.5
|
|
|
$
|
(43.0
|
)
|
|
|
(58.5
|
)%
|
International and other
|
|
|
1.6
|
|
|
|
10.5
|
|
|
|
(8.9
|
)
|
|
|
(84.8
|
)%
|
Television movies
|
|
|
0.3
|
|
|
|
2.5
|
|
|
|
(2.2
|
)
|
|
|
(88.0
|
)%
|
Video releases of television
production
|
|
|
6.2
|
|
|
|
1.6
|
|
|
|
4.6
|
|
|
|
287.5
|
%
|
Non-fiction programming
|
|
|
|
|
|
|
0.5
|
|
|
|
(0.5
|
)
|
|
|
(100.0
|
)%
|
Other
|
|
|
0.2
|
|
|
|
|
|
|
|
0.2
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
38.8
|
|
|
$
|
88.6
|
|
|
$
|
(49.8
|
)
|
|
|
(56.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth the number of television episodes
delivered in the six months ended September 30, 2006 and
2005, respectively:
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
Domestic Licensing
|
|
|
|
|
|
|
|
|
One Hour Series
|
|
|
6
|
|
|
|
51
|
|
Half Hour Series
|
|
|
28
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
|
|
|
|
61
|
|
|
|
|
|
|
|
|
|
|
Television revenue of $38.8 million in this period
decreased by $49.8 million, or 56.2%, compared to
$88.6 million in the prior years period, due
primarily to lower domestic licensing revenue where the majority
of the current fiscal years television productions are
anticipated to be delivered in subsequent periods within this
fiscal year. Domestic licensing for the current six-month period
includes $4.3 million of revenue from the July 3, 2006
acquisition of Debmar. Domestic deliveries of
one-hour
drama series in this quarter included 5
one-hour
episodes of Dirty Dancing Reality TV Series, 1
one-hour
episode of Wildfire, 12
half-hour
episodes of Weeds Season 2, 13
half-hour
episodes of Lovespring and 3
half-hour
episodes of I Pity the Fool. In the prior years
period, domestic deliveries of
one-hour
drama series included The Cut, Wildfire, Missing and
The Dead Zone and of
half-hour
drama series included Weeds.
43
The following table sets forth direct operating expenses by
segment for the six months ended September 30, 2006 and
2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
|
|
|
September 30, 2006
|
|
|
September 30, 2005
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
|
(Amounts in millions)
|
|
|
Direct operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of films and
television programs
|
|
$
|
55.7
|
|
|
$
|
26.3
|
|
|
$
|
82.0
|
|
|
$
|
54.6
|
|
|
$
|
79.8
|
|
|
$
|
134.4
|
|
Participation and residual expense
|
|
|
75.3
|
|
|
|
5.7
|
|
|
|
81.0
|
|
|
|
70.0
|
|
|
|
0.2
|
|
|
|
70.2
|
|
Amortization of acquired
intangible assets
|
|
|
0.5
|
|
|
|
|
|
|
|
0.5
|
|
|
|
1.2
|
|
|
|
|
|
|
|
1.2
|
|
Other expenses
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
(0.2
|
)
|
|
|
2.3
|
|
|
|
0.1
|
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
131.5
|
|
|
$
|
31.8
|
|
|
$
|
163.3
|
|
|
$
|
128.1
|
|
|
$
|
80.1
|
|
|
$
|
208.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating expenses as a
percentage of revenues
|
|
|
37.4
|
%
|
|
|
82.0
|
%
|
|
|
41.8
|
%
|
|
|
40.6
|
%
|
|
|
90.4
|
%
|
|
|
51.6
|
%
|
Direct operating expenses include amortization, participation
and residual expenses and provision for doubtful accounts.
Direct operating expenses of the motion picture segment of
$131.5 million for this period were 37.4% of motion picture
revenue, compared to $128.1 million, or 40.6% of motion
picture revenue for the prior years period. The decrease
in direct operating expense of the motion picture segment in the
current period as a percent of revenue is due to the mix of
titles generating revenue in the quarter and to lower write
downs of investment in film costs due to impairments. Direct
operating expenses of the motion pictures segment included
charges for write downs of investment in film costs of
$1.2 million and $6.3 million in the current period
and prior year period respectively due to the lower than
anticipated actual performance or previously expected
performance of certain titles. Approximately 46% of the prior
year write down related to the poor performance of the
theatrical release of one title. Direct operating expenses of
the television segment of $31.8 million for this period
were 82.0% of television revenue, compared to
$80.1 million, or 90.4% of television revenue for the prior
years period. The decrease in direct operating expense of
the television segment in the period is due to changes in the
mix of titles generating revenues including the successful
Weeds Season 2 television series in the current
period. Other expenses in the six months ended
September 30, 2006 was favorably impacted by a
$2.2 million reversal of the provision for doubtful
accounts associated with the collection of a portion of accounts
receivable previously reserved, this favorable impact was offset
in additional charges to bad debt.
The following table sets forth distribution and marketing
expenses by segment for the six months ended September 30,
2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
|
|
|
September 30, 2006
|
|
|
September 30, 2005
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
|
(Amounts in millions)
|
|
|
Distribution and marketing expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theatrical
|
|
$
|
93.2
|
|
|
$
|
0.7
|
|
|
$
|
93.9
|
|
|
$
|
100.5
|
|
|
$
|
0.1
|
|
|
$
|
100.6
|
|
Home Entertainment
|
|
|
82.6
|
|
|
|
1.6
|
|
|
|
84.2
|
|
|
|
84.8
|
|
|
|
0.9
|
|
|
|
85.7
|
|
Television
|
|
|
0.6
|
|
|
|
1.3
|
|
|
|
1.9
|
|
|
|
0.7
|
|
|
|
0.1
|
|
|
|
0.8
|
|
International
|
|
|
19.4
|
|
|
|
1.1
|
|
|
|
20.5
|
|
|
|
3.2
|
|
|
|
0.3
|
|
|
|
3.5
|
|
Other
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
0.6
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
195.7
|
|
|
$
|
4.7
|
|
|
$
|
200.4
|
|
|
$
|
189.8
|
|
|
$
|
1.4
|
|
|
$
|
191.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44
The majority of distribution and marketing expenses relate to
the motion pictures segment. Theatrical P&A in the motion
picture segment in this period of $93.2 million decreased
$7.3 million, or 7.3%, compared to $100.5 million in
the prior years period. Theatrical P&A in the motion
picture segment in this period included $82.7 million
incurred on titles such as Crank, Akeelah and the Bee,
The Descent, Employee of the Month and See No Evil
domestically. Employee Of The Month was theatrically
released subsequent to the end of the quarter on October 6,
2006. Theatrical P&A in the motion picture segment in the
prior years period included $86.5 million on the
release of titles such as Lord of War, Crash, The
Devils Rejects, High Tension, Undiscovered and
Rize. High Tension, Undiscovered and Rize
represented $27.5 million of theatrical P&A in the
prior years period and did not generate significant
theatrical revenues.
Video distribution and marketing costs on motion picture and
television product in this period of $84.2 million
decreased $1.5 million, or 1.8%, compared to
$85.7 million in the prior years period. Video
distribution and marketing costs as a percentage of video
revenues was 35.7% and 39.2% in the current period and prior
years period respectively. The decrease of video
distribution and marketing costs as a percent of video revenue
is mainly due to lower marketing costs incurred in relation to
revenues.
International distribution and marketing expenses in the current
period includes $15.4 million of distribution and marketing
costs from Lions Gate UK as a result of the acquisition of
Redbus. Distribution and marketing expenses of the television
segment included $1.2 million from the July 3, 2006
acquisition of Debmar in the current period.
The following table sets forth general and administrative
expenses by segment for the six months ended September 30,
2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
Increase (Decrease)
|
|
|
|
2006
|
|
|
2005
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
General and Administration Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
13.2
|
|
|
$
|
12.4
|
|
|
$
|
0.8
|
|
|
|
6.5
|
%
|
Television
|
|
|
1.1
|
|
|
|
0.2
|
|
|
|
0.9
|
|
|
|
450.0
|
%
|
Corporate
|
|
|
26.7
|
|
|
|
19.7
|
|
|
|
7.0
|
|
|
|
35.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
41.0
|
|
|
$
|
32.3
|
|
|
$
|
8.7
|
|
|
|
26.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in general and administrative expenses is primarily
due to corporate general and administration expenses of
$26.7 million which increased by $7.0 million or 35.5%
compared to $19.7 million in the prior years period.
The increase in corporate general and administrative expenses is
primarily due to an increase in stock based compensation of
approximately $3.6 million, an increase in salaries and
related expenses, including payroll taxes associated with the
exercise of stock options, of approximately $2.1 million,
with the remaining increase associated with general overhead and
professional fees. Compensation from our restricted share units
amounted to $1.4 million and $0.8 million for the six
months ended September 30, 2006 and 2005, respectively. In
addition, due to the adoption of SFAS No. 123R we
recorded additional compensation expense related to our stock
options amounting to $0.9 million in the six months ended
September 30, 2006 with no comparable expense in the prior
period. We also incurred additional costs of $0.5 million
recorded in the six months ended September 30, 2006
compared to a benefit of $1.6 million recorded in the six
months ended September 30, 2005 related to stock
appreciation rights which are revalued each reporting period. In
this period, $2.9 million of production overhead was
capitalized compared to $2.3 million in the prior
years period. The increase in general and administrative
expenses of the motion pictures segment of $0.8 million or
6.5% is primarily due to general and administrative costs
associated with Lions Gate UK. The slight increase in general
and administrative expenses of the television segment is
primarily due to the July 3, 2006 acquisition of Debmar.
Depreciation of $1.1 million this period increased
$0.2 million, or 22.2%, from $0.9 million in the prior
years period.
Interest expense of $9.6 million this period increased
$0.3 million, or 3.2%, from the prior years period of
$9.3 million.
45
Interest rate swaps did not meet the criteria of effective
hedges and therefore a fair valuation loss of $0.1 million
was recorded in the six months ended September 30, 2005.
The $100 million interest rate swap the Company had entered
into commencing January 2003 ended September 30, 2005. The
CDN$20 million interest rate swap a subsidiary of the
Company had entered into commencing September 2003 and ending
September 2008 was terminated on March 15, 2006 in
connection with the repayment of the remaining balances of the
mortgages payable on the studio facilities.
Interest and other income of $4.8 million for the six
months ended September 30, 2006, compared to
$1.9 million in the prior years period. Interest and
other income this quarter was earned on the cash balance and
available-for-sale
investments held during the six months ended September 30,
2006 which were higher than in the prior years period.
Equity interests of negative $0.4 million in this period
includes the equity interest in the loss of Maple Pictures
consisting of 10% of the loss of Maple Pictures and the equity
interest in the loss of CinemaNow consisting of 18.8% of the
loss of CinemaNow. Equity interests of nil in the prior
years period includes the equity interest in the loss of
Maple Pictures consisting of 10% of the losses of Maple Pictures.
The Company had an income tax benefit of $2.2 million or
10.9% of loss before income taxes in the six months ended
September 30, 2006, compared to a provision of
$0.5 million in the six months ended September 30,
2005. The tax benefit reflected in the current period is
primarily attributable to foreign losses benefited to the extent
of existing deferred tax liabilities in the local jurisdiction
and the receipt of refunds of foreign and state taxes paid in
previous years, offset by U.S. federal and state taxes. The
Companys actual annual effective tax rate will differ from
the statutory federal rate as a result of several factors,
including changes in the valuation allowance against net
deferred tax assets, non-temporary differences, foreign income
taxed at different rates, state and local income taxes and the
utilization of acquired net operating losses.
Income from discontinued operations for the six months ended
September 30, 2006 and 2005, respectively, was nil and
$0.9 million, or basic earnings per common share from
discontinued operations of nil and $0.01, respectively, on
104.7 million and 102.1 million weighted average
common shares outstanding, respectively.
Net loss for the six months ended September 30, 2006 was
$18.0 million, or basic loss per common share of $0.17 on
104.7 million weighted average shares outstanding. This
compares to loss from continuing operations for the six months
ended September 30, 2005 of $36.8 million or basic
loss per common share from continuing operations of $0.36 on
102.1 million weighted average common shares outstanding.
Liquidity
and Capital Resources
Our liquidity and capital resources are provided principally
through cash generated from operations, issuance of subordinated
notes and our credit facility.
Convertible Senior Subordinated Notes. In
December 2003, Lions Gate Entertainment Inc. sold
$60.0 million of 4.875% Notes that mature on
December 15, 2010. We received $57.0 million of net
proceeds, after paying placement agents fees. Offering
expenses were $0.7 million. The 4.875% Notes are
convertible, at the option of the holder, at any time before the
close of business on the business day immediately preceding the
maturity date of the 4.875% Notes, unless previously
redeemed, into our common shares at a conversion rate of
185.0944 shares per $1,000 principal amount of the 4.875%
Notes, which is equal to a conversion price of approximately
$5.40 per share.
On October 18, 2006, the Company announced its intention to
redeem the 4.875% notes on the optional redemption date of
December 15, 2006 at 100% of their principal amount, plus
accrued and unpaid interest, if any. The noteholders will have
the right to elect to convert their notes into the
Companys common shares pursuant to the indenture at any
time prior to the close of business on December 14, 2006.
In October 2004, Lions Gate Entertainment Inc. sold
$150.0 million of 2.9375% Notes that mature on
October 15, 2024. We received $146.0 million of net
proceeds after paying placement agents fees. Offering
expenses were $0.7 million. The 2.9375% Notes are
convertible at the option of the holder, at any time prior to
maturity, upon satisfaction of certain conversion contingencies,
into our common shares at a conversion rate of
46
86.9565 shares per $1,000 principal amount of the
2.9375% Notes, which is equal to a conversion price of
approximately $11.50 per share, subject to adjustment upon
certain events. From October 15, 2009 to October 14,
2010, Lions Gate Entertainment Inc. may redeem the
2.9375% Notes at 100.839%; from October 15, 2010 to
October 14, 2011, Lions Gate Entertainment Inc. may redeem
the 2.9375% Notes at 100.420%; and thereafter at 100%.
In February 2005, Lions Gate Entertainment Inc. sold
$175.0 million 3.625% Notes that mature on March 15,
2025. We received $170.2 million of net proceeds after
paying placement agents fees. Offering expenses were
approximately $0.6 million. The 3.625% Notes are
convertible at the option of the holder, at any time prior to
maturity into our common shares at a conversion rate of
70.0133 shares per $1,000 principal amount of the
3.625% Notes, which is equal to a conversion price of
approximately $14.28 per share, subject to adjustment upon
certain events. Lions Gate Entertainment Inc. may redeem the
3.625% Notes at its option on or after March 15, 2012
at 100% of their principal amount plus accrued and unpaid
interest.
Credit Facility. At September 30, 2006,
the Company had a $215 million revolving line of credit, of
which $10 million is available for borrowing by the new
Redbus subsidiaries in either U.S. dollars or British
pounds sterling. At September 30, 2006, the Company had no
borrowings (March 31, 2006 nil) under the
credit facility. The credit facility expires December 31,
2008 and bears interest at 2.75% over the Adjusted
LIBOR or the Canadian Bankers Acceptance rate
(as defined in the credit facility), or 1.75% over the
U.S. or Canadian prime rates. The availability of funds
under the credit facility is limited by the borrowing base.
Amounts available under the credit facility are also limited by
outstanding letters of credit which amounted to
$0.3 million at September 30, 2006. At
September 30, 2006 there was $214.7 million available
under the credit facility. The Company is required to pay a
monthly commitment fee of 0.50% per annum on the total
credit facility of $215 million less the amount drawn.
Right, title and interest in and to all personal property of
Lions Gate Entertainment Corp. and Lions Gate Entertainment Inc.
is pledged as security for the credit facility. The credit
facility is senior to the Companys film obligations and
subordinated notes. The credit facility restricts the Company
from paying cash dividends on its common shares.
Filmed Entertainment Backlog. Backlog
represents the amount of future revenue not yet recorded from
executed contracts for the licensing of films and television
product for television exhibition and in international markets.
Backlog at September 30, 2006 and March 31, 2006 is
$248.7 million and $143.9 million, respectively.
Cash Flows Provided by Operating
Activities. Cash flows provided by operating
activities in the six months ended September 30, 2006 were
$10.8 million compared to cash flows provided by operating
activities in the six months ended September 30, 2005 of
$37.7 million. The cash provided by operating activities
for the current period compared to the prior period was
unfavorably impacted by lower non-cash amortization of films and
television programs in relation to net loss in the current
period, payments on accounts payable and accrued liabilities,
payment of unpresented bank checks and payments on participation
accruals within film obligations. These amounts were partially
offset by a lower net loss in the current period as compared to
the prior period, and an increase in cash provided from the
decrease of accounts receivable, an increase in deferred revenue
and an increase in minimum guarantees reflected within film
obligations.
Cash Flows Used in Investing Activities. Cash
flows used in investing activities of $7.3 million for the
six months ended September 30, 2006 consisted of the net
proceeds of $20.3 million of investments
available-for-sale,
offset by $3.5 million for purchases of property and
equipment and $24.1 million for the acquisition of Debmar,
net of cash acquired. Cash flows used in investing activities of
$92.9 million in the six months ended September 30,
2005 included the acquisition of a net $93.8 million of
investments
available-for-sale,
cash received from the sale of our investment in Christal
Distribution of $2.9 million, less $2.2 million for
purchases of property and equipment.
Cash Flows Provided by/Used in Financing
Activities. Cash flows provided by financing
activities of $2.4 million in the six months ended
September 30, 2006 consisted of cash received from the
issuance of common shares. Cash flows used in financing
activities of $6.8 million in the six months ended
September 30, 2005 were primarily for repayment of a
promissory note and mortgages payable.
Anticipated Cash Requirements. The nature of
our business is such that significant initial expenditures are
required to produce, acquire, distribute and market films and
television programs, while revenues from these films
47
and television programs are earned over an extended period of
time after their completion or acquisition. We believe that cash
flow from operations, cash on hand, investments
available-for-sale,
credit facility availability, tax shelter and production
financing available will be adequate to meet known operational
cash requirements for the foreseeable future, including the
funding of future film and television production, film rights
acquisitions and theatrical and video release schedules. We
monitor our cash flow liquidity, availability, fixed charge
coverage, capital base, film spending and leverage ratios with
the long-term goal of maintaining our credit worthiness.
Our current financing strategy is to fund operations and to
leverage investment in films and television programs through our
cash flow from operations, our credit facility, single-purpose
production financing, government incentive programs, film funds,
and distribution commitments. In addition, we may acquire
businesses or assets, including individual films or libraries,
that are complementary to our business. Any such transaction
could be financed through our cash flow from operations, credit
facilities, equity or debt financing.
Future commitments under contractual obligations as of
September 30, 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31,
|
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
(Amounts in thousands)
|
|
|
Film obligations
Minimum guarantees initially incurred for a term of more than
one year
|
|
$
|
762
|
|
|
$
|
67,384
|
|
|
$
|
12,985
|
|
|
$
|
|
|
|
$
|
29,975
|
|
|
$
|
14,988
|
|
|
$
|
126,094
|
|
Subordinated notes(1)
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
325,000
|
|
|
|
385,000
|
|
Operating leases and other
material contractual obligations
|
|
|
2,132
|
|
|
|
4,218
|
|
|
|
5,719
|
|
|
|
4,012
|
|
|
|
4,118
|
|
|
|
2,551
|
|
|
|
22,750
|
|
Employment and consulting contracts
|
|
|
9,683
|
|
|
|
13,139
|
|
|
|
4,605
|
|
|
|
2,373
|
|
|
|
2,000
|
|
|
|
512
|
|
|
|
32,312
|
|
Purchase obligations(2)
|
|
|
33,334
|
|
|
|
21,306
|
|
|
|
3,000
|
|
|
|
2,900
|
|
|
|
2,900
|
|
|
|
|
|
|
|
63,440
|
|
Distribution and marketing
commitments
|
|
|
1,794
|
|
|
|
60,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,674
|
|
Interest payments on Subordinated
notes
|
|
|
12,822
|
|
|
|
10,750
|
|
|
|
10,750
|
|
|
|
10,750
|
|
|
|
10,750
|
|
|
|
146,094
|
|
|
|
201,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
120,527
|
|
|
$
|
177,677
|
|
|
$
|
37,059
|
|
|
$
|
20,035
|
|
|
$
|
49,743
|
|
|
$
|
489,145
|
|
|
$
|
894,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
On October 18, 2006, the
Company announced its intention to redeem the 4.875% Notes on
the optional redemption date of December 15, 2006 at 100%
of their principle amount, plus accrued and unpaid interest, if
any.
|
|
(2)
|
|
Purchase obligations relate to the
purchase of film rights for future delivery, future film
production and development obligations. Amounts due during the
six months ending March 31, 2007 are expected to be paid
through cash generated from operations or from the available
borrowing capacity from our revolving credit facility. Includes
future interest payments on film obligations and film production
loans.
|
|
|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
Currency
and Interest Rate Risk Management
Market risks relating to our operations result primarily from
changes in interest rates and changes in foreign currency
exchange rates. Our exposure to interest rate risk results from
the financial debt instruments that arise from transactions
entered into during the normal course of business. As part of
our overall risk management program, we evaluate and manage our
exposure to changes in interest rates and currency exchange
risks on an ongoing basis.
48
Hedges and derivative financial instruments will be used in the
future in order to manage our interest rate and currency
exposure. We have no intention of entering into financial
derivative contracts, other than to hedge a specific financial
risk.
Currency Rate Risk. We incur certain operating
and production costs in foreign currencies and are subject to
market risks resulting from fluctuations in foreign currency
exchange rates. Our principal currency exposure is between
Canadian and U.S. dollars. The Company enters into forward
foreign exchange contracts to hedge foreign currency exposures
on future production expenses denominated in Canadian dollars.
As of September 30, 2006, we had outstanding contracts to
sell US$6.0 million in exchange for CDN$6.6 million
over a period of five weeks at a weighted average exchange rate
of CDN$1.1044. Changes in the fair value representing an
unrealized fair value loss on foreign exchange contracts
outstanding during the three and six months ended
September 30, 2006 amounted to less than $0.1 million
and less than $0.1 million, respectively, and are included
in accumulated other comprehensive loss, a separate component of
shareholders equity. During the three and six months ended
September 30, 2006, we completed foreign exchange contracts
denominated in Canadian dollars. The net gains resulting from
the completed contracts were $0.1 million and
$0.1 million, respectively. These contracts are entered
into with a major financial institution as counterparty. We are
exposed to credit loss in the event of nonperformance by the
counterparty, which is limited to the cost of replacing the
contracts, at current market rates. We do not require collateral
or other security to support these contracts.
Interest Rate Risk. Our principal risk with
respect to our debt is interest rate risk. We currently have
minimal exposure to cash flow risk due to changes in market
interest rates related to our outstanding debt and other
financing obligations. Our credit facility has a nil balance at
September 30, 2006. Other financing obligations subject to
variable interest rates include $72.7 million owed to film
production entities on delivery of titles.
The table below presents repayments and related weighted average
interest rates for our interest-bearing debt and other
obligations as of September 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31,
|
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
(Amounts in thousands)
|
|
|
Bank Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable(1)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Film Obligations
Film productions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable(2)
|
|
|
10,322
|
|
|
|
62,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,689
|
|
Subordinated notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed(3)
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
Fixed(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
|
150,000
|
|
Fixed(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
175,000
|
|
|
|
175,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
70,322
|
|
|
$
|
62,367
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
325,000
|
|
|
$
|
457,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Revolving credit facility, which expires December 31, 2008.
At September 30, 2006, the Company had no borrowings under
this facility. |
|
(2) |
|
Amounts owed to film production entities on delivery of titles.
The film production entities incurred average variable interest
rates at September 30, 2006 of U.S. prime minus 3.89%. |
|
(3) |
|
4.875% Notes with fixed interest rate equal to 4.875%. On
October 18, 2006, the Company announced its intention to
redeem the 4.875% Notes on the optional redemption date of
December 15, 2006 at 100% of their principle amount, plus
accrued and unpaid interest, if any. |
|
(4) |
|
2.9375% Notes with fixed interest rate equal to 2.9375%. |
|
(5) |
|
3.625% Notes with fixed interest rate equal to 3.625%. |
49
|
|
Item 4.
|
Controls
and Procedures.
|
Evaluation
of Disclosure Controls and Procedures
The term disclosure controls and procedures is
defined in
Rules 13a-15(e)
and
15d-15(e) of
the Securities Exchange Act of 1934 (the Exchange
Act). These rules refer to the controls and other
procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports
that it files under the Exchange Act is recorded, processed,
summarized and reported within required time periods.
As of September 30, 2006, the end of the period covered by
this report, the Company carried out an evaluation under the
supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer of the effectiveness of our
disclosure controls and procedures. Our Chief Executive Officer
and Chief Financial Officer have concluded that such controls
and procedures were effective as of September 30, 2006.
Changes
in Internal Control over Financial Reporting
As required by
Rule 13a-15(d)
of the Exchange Act, the Company, under the supervision and with
the participation of the Companys management, including the
Chief Executive Officer and Chief Financial Officer, also
evaluated whether any changes occurred to the Companys
internal control over financial reporting during the period
covered by this report that have materially affected, or are
reasonably likely to materially affect, such control. Based on
that evaluation, there has been no such change during the period
covered by this report.
PART II
OTHER INFORMATION
|
|
Item 1.
|
Legal
Proceedings.
|
None
None
|
|
Item 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
None
|
|
Item 3.
|
Defaults
Upon Senior Securities.
|
None
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders.
|
On September 12, 2006, the Company held its annual general
meeting of shareholders. Below is a summary of the matters voted
on at the meeting.
50
An election of directors was held with the following persons
being elected directors:
|
|
|
|
|
|
|
|
|
Name
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Norman Bacal
|
|
|
79,436,740
|
|
|
|
1,371,729
|
|
Michael Burns
|
|
|
79,762,678
|
|
|
|
1,045,791
|
|
Arthur Evrensel
|
|
|
79,435,655
|
|
|
|
1,372,814
|
|
Jon Feltheimer
|
|
|
79,763,551
|
|
|
|
1,044,918
|
|
Morley Koffman
|
|
|
80,654,992
|
|
|
|
153,477
|
|
Harald Ludwig
|
|
|
80,660,367
|
|
|
|
148,102
|
|
Laurie May
|
|
|
79,413,850
|
|
|
|
1,394,619
|
|
G. Scott Paterson
|
|
|
68,823,834
|
|
|
|
11,984,635
|
|
Daryl Simm
|
|
|
80,700,390
|
|
|
|
108,079
|
|
Hardwick Simmons
|
|
|
80,669,126
|
|
|
|
139,343
|
|
Brian Tobin
|
|
|
80,699,258
|
|
|
|
109,211
|
|
Other matters voted upon and approved at the meeting, and the
number of votes cast with respect to each matter, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes
|
|
|
Votes
|
|
|
Votes
|
|
Matter
|
|
For
|
|
|
Withheld
|
|
|
Against
|
|
|
Re-appointing Ernst &
Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending March 31, 2007
and authorizing the Companys Audit Committee to determine
the remuneration to be paid to Ernst & Young LLP
|
|
|
80,687,069
|
|
|
|
40,697
|
|
|
|
80,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes
|
|
|
Votes
|
|
|
Votes
|
|
|
Broker
|
|
Matter
|
|
For
|
|
|
Against
|
|
|
Withheld
|
|
|
Non-Votes
|
|
|
Voting on an increase in the
number of common shares reserved for issuance under the Lions
Gate Entertainment Corp. 2004 Performance Incentive Plan
|
|
|
50,161,001
|
|
|
|
10,103,094
|
|
|
|
133,203
|
|
|
|
20,411,171
|
|
Under applicable law, the proposals before the Companys
shareholders for the election of each of the
nominated directors (Proposal 1), the re-appointment of
Ernst & Young LLP as the Companys independent
registered public accounting firm (Proposal 2) and
approval of an increase in the number of common shares reserved
for issuance under the Lions Gate Entertainment Corp. 2004
Performance Incentive Plan (Proposal 3) each
required the affirmative vote of a majority of the common shares
present or represented by proxy. With respect to
Proposals 1 and 2, abstentions and broker non-votes were
not counted in determining the number of shares necessary for
approval. With respect to Proposal 3, broker non-votes and
abstentions were given the effect of a vote against the approval
of the amendment to increase the shares reserved for issuance.
The Companys Series B preferred shareholder, Mark
Amin, elected himself as a director.
|
|
Item 5.
|
Other
Information.
|
None
51
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Documents
|
|
|
3
|
.1(1)
|
|
Articles
|
|
3
|
.2(2)
|
|
Notice of Articles
|
|
3
|
.3(1)
|
|
Vertical Short
Form Amalgamation Application
|
|
3
|
.4(1)
|
|
Certificate of Amalgamation
|
|
10
|
.1(3)
|
|
Right of First Refusal Agreement
dated as of August 29, 2006, by and among the Company,
Sobini Films and Mark Amin
|
|
10
|
.2
|
|
Employment Agreement between the
Company and Jon Feltheimer, entered into as of
September 20, 2006
|
|
10
|
.3
|
|
Employment Agreement between the
Company and Michael Burns, entered into as of September 1,
2006
|
|
10
|
.4
|
|
Director Compensation Summary
|
|
31
|
.1
|
|
Certification of CEO Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31
|
.2
|
|
Certification of CFO Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32
|
.1
|
|
Certification of CEO and CFO
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
(1) |
|
Incorporated by reference to the Companys Annual Report on
Form 10-K
for the fiscal year ended March 31, 2005 as filed on
June 29, 2005. |
|
(2) |
|
Incorporated by reference to the Companys Annual Report on
Form 10-K
for the fiscal year ended March 31, 2006 as filed on
June 14, 2006. |
|
(3) |
|
Incorporated by reference to the Companys Current Report
on
Form 8-K
as filed on September 5, 2006. |
52
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 thereunto duly authorized.
LIONS GATE ENTERTAINMENT CORP.
|
|
|
|
Title:
|
Chief Financial Officer
|
Date: November 9, 2006
53
|
|
|
|
|
|
3
|
.1(1)
|
|
Articles
|
|
3
|
.2(2)
|
|
Notice of Articles
|
|
3
|
.3(1)
|
|
Vertical Short
Form Amalgamation Application
|
|
3
|
.4(1)
|
|
Certificate of Amalgamation
|
|
10
|
.1(3)
|
|
Right of First Refusal Agreement
dated as of August 29, 2006, by and among the Company,
Sobini Films and Mark Amin
|
|
10
|
.2
|
|
Employment Agreement between the
Company and Jon Feltheimer, entered into as of
September 20, 2006
|
|
10
|
.3
|
|
Employment Agreement between the
Company and Michael Burns, entered into as of September 1,
2006
|
|
10
|
.4
|
|
Director Compensation Summary
|
|
31
|
.1
|
|
Certification of CEO Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31
|
.2
|
|
Certification of CFO Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32
|
.1
|
|
Certification of CEO and CFO
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
(1) |
|
Incorporated by reference to the Companys Annual Report on
Form 10-K
for the fiscal year ended March 31, 2005 as filed on
June 29, 2005. |
|
(2) |
|
Incorporated by reference to the Companys Annual Report on
Form 10-K
for the fiscal year ended March 31, 2006 as filed on
June 14, 2006. |
|
(3) |
|
Incorporated by reference to the Companys Current Report
on
Form 8-K
as filed on September 5, 2006. |
54