e10vq
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
December 31, 2008
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or
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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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, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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|
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|
Large
accelerated
filer þ
|
Accelerated
filer o
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Non-accelerated
filer o
|
Smaller
reporting
company o
|
(Do not check if a smaller reporting company)
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 February 1, 2009
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Common Shares, no par value per share
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115,829,621 shares
|
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,
expect, anticipate,
potential, believe,
estimate, or the negative of these terms, and
similar expressions intended to identify forward-looking
statements.
These forward-looking statements reflect Lions Gate
Entertainment Corp.s 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 herein and under the heading Risk
Factors in our Annual Report on
Form 10-K
filed with the U.S. Securities and Exchange Commission (the
SEC) on May 30, 2008, which risk factors are
incorporated herein by reference.
Unless otherwise indicated, all references to the
Company, Lionsgate, we,
us, and our include reference to our
subsidiaries as well.
3
PART I
FINANCIAL INFORMATION
|
|
Item 1.
|
Financial
Statements.
|
LIONS
GATE ENTERTAINMENT CORP.
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
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|
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December 31,
|
|
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March 31,
|
|
|
|
2008
|
|
|
2008
|
|
|
|
(Unaudited)
|
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(Note 1)
|
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|
(Amounts in thousands, except share amounts)
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ASSETS
|
Cash and cash equivalents
|
|
$
|
130,713
|
|
|
$
|
371,589
|
|
Restricted cash
|
|
|
17,000
|
|
|
|
10,300
|
|
Restricted investments
|
|
|
7,000
|
|
|
|
6,927
|
|
Accounts receivable, net of reserve for video returns and
allowances of $79,581 (March 31, 2008 $95,515)
and provision for doubtful accounts of $9,966 (March 31,
2008 $5,978)
|
|
|
178,645
|
|
|
|
260,284
|
|
Investment in films and television programs
|
|
|
758,644
|
|
|
|
608,942
|
|
Property and equipment
|
|
|
16,567
|
|
|
|
13,613
|
|
Goodwill
|
|
|
224,213
|
|
|
|
224,531
|
|
Other assets
|
|
|
88,299
|
|
|
|
41,572
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,421,081
|
|
|
$
|
1,537,758
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
Accounts payable and accrued liabilities
|
|
$
|
264,439
|
|
|
$
|
245,430
|
|
Participation and residuals
|
|
|
409,419
|
|
|
|
385,846
|
|
Film and production obligations
|
|
|
297,143
|
|
|
|
278,016
|
|
Subordinated notes and other financing obligations
|
|
|
319,718
|
|
|
|
328,718
|
|
Deferred revenue
|
|
|
118,843
|
|
|
|
111,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,409,562
|
|
|
|
1,349,520
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY
|
Common shares, no par value, 500,000,000 shares authorized,
122,798,197 and 121,081,311 shares issued at
December 31, 2008 and March 31, 2008, respectively
|
|
|
447,965
|
|
|
|
434,650
|
|
Series B preferred shares (10 shares issued and
outstanding)
|
|
|
|
|
|
|
|
|
Accumulated deficit
|
|
|
(358,039
|
)
|
|
|
(223,619
|
)
|
Accumulated other comprehensive loss
|
|
|
(11,179
|
)
|
|
|
(533
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
78,747
|
|
|
|
210,498
|
|
Treasury shares, no par value, 6,999,174 and
2,410,499 shares at December 31, 2008 and
March 31, 2008, respectively
|
|
|
(67,228
|
)
|
|
|
(22,260
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
11,519
|
|
|
|
188,238
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,421,081
|
|
|
$
|
1,537,758
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
4
LIONS
GATE ENTERTAINMENT CORP.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Three Months
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Amounts in thousands, except per share amounts)
|
|
|
Revenues
|
|
$
|
324,027
|
|
|
$
|
299,008
|
|
|
$
|
1,003,204
|
|
|
$
|
849,494
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating
|
|
|
218,652
|
|
|
|
140,051
|
|
|
|
566,521
|
|
|
|
411,444
|
|
Distribution and marketing
|
|
|
170,400
|
|
|
|
119,815
|
|
|
|
458,782
|
|
|
|
452,509
|
|
General and administration
|
|
|
27,472
|
|
|
|
27,506
|
|
|
|
96,380
|
|
|
|
80,717
|
|
Depreciation
|
|
|
1,374
|
|
|
|
954
|
|
|
|
3,616
|
|
|
|
2,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
417,898
|
|
|
|
288,326
|
|
|
|
1,125,299
|
|
|
|
947,570
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(93,871
|
)
|
|
|
10,682
|
|
|
|
(122,095
|
)
|
|
|
(98,076
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
4,302
|
|
|
|
4,085
|
|
|
|
13,803
|
|
|
|
12,170
|
|
Interest and other income
|
|
|
(860
|
)
|
|
|
(2,510
|
)
|
|
|
(5,062
|
)
|
|
|
(8,948
|
)
|
Gain on sale of equity securities
|
|
|
|
|
|
|
(83
|
)
|
|
|
|
|
|
|
(2,868
|
)
|
Gain on extinguishment of debt
|
|
|
(3,549
|
)
|
|
|
|
|
|
|
(3,549
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses (income), net
|
|
|
(107
|
)
|
|
|
1,492
|
|
|
|
5,192
|
|
|
|
354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before equity interests and income taxes
|
|
|
(93,764
|
)
|
|
|
9,190
|
|
|
|
(127,287
|
)
|
|
|
(98,430
|
)
|
Equity interests loss
|
|
|
(1,695
|
)
|
|
|
(1,248
|
)
|
|
|
(5,841
|
)
|
|
|
(3,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(95,459
|
)
|
|
|
7,942
|
|
|
|
(133,128
|
)
|
|
|
(101,672
|
)
|
Income tax provision (benefit)
|
|
|
(2,039
|
)
|
|
|
628
|
|
|
|
1,292
|
|
|
|
2,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(93,420
|
)
|
|
$
|
7,314
|
|
|
$
|
(134,420
|
)
|
|
$
|
(103,807
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Net Income (Loss) Per Common Share
|
|
$
|
(0.81
|
)
|
|
$
|
0.06
|
|
|
$
|
(1.15
|
)
|
|
$
|
(0.88
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Net Income (Loss) Per Common Share
|
|
$
|
(0.81
|
)
|
|
$
|
0.06
|
|
|
$
|
(1.15
|
)
|
|
$
|
(0.88
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
5
LIONS
GATE ENTERTAINMENT CORP.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series B
|
|
|
|
|
|
Comprehensive
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares
|
|
|
Preferred Shares
|
|
|
Accumulated
|
|
|
Income
|
|
|
Comprehensive
|
|
|
Treasury Shares
|
|
|
|
|
|
|
Number
|
|
|
Amount
|
|
|
Number
|
|
|
Amount
|
|
|
Deficit
|
|
|
(Loss)
|
|
|
Income (Loss)
|
|
|
Number
|
|
|
Amount
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2008
|
|
|
121,081,311
|
|
|
$
|
434,650
|
|
|
|
10
|
|
|
$
|
|
|
|
$
|
(223,619
|
)
|
|
|
|
|
|
$
|
(533
|
)
|
|
|
(2,410,499
|
)
|
|
$
|
(22,260
|
)
|
|
$
|
188,238
|
|
Exercise of stock options, net of withholding tax obligations of
$1,182
|
|
|
875,168
|
|
|
|
1,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,712
|
|
Stock based compensation, net of withholding tax obligations of
$1,952
|
|
|
628,779
|
|
|
|
9,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,629
|
|
Issuance of common shares to directors for services
|
|
|
43,060
|
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
408
|
|
Issuance of common shares related to the Mandate acquisition
|
|
|
169,879
|
|
|
|
1,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,566
|
|
Repurchase of common shares, no par value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,588,675
|
)
|
|
|
(44,968
|
)
|
|
|
(44,968
|
)
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(134,420
|
)
|
|
$
|
(134,420
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(134,420
|
)
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,834
|
)
|
|
|
(10,834
|
)
|
|
|
|
|
|
|
|
|
|
|
(10,834
|
)
|
Net unrealized gain on foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115
|
|
|
|
115
|
|
|
|
|
|
|
|
|
|
|
|
115
|
|
Unrealized gain on investments available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(145,066
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
|
122,798,197
|
|
|
$
|
447,965
|
|
|
|
10
|
|
|
$
|
|
|
|
$
|
(358,039
|
)
|
|
|
|
|
|
$
|
(11,179
|
)
|
|
|
(6,999,174
|
)
|
|
$
|
(67,228
|
)
|
|
$
|
11,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
6
LIONS
GATE ENTERTAINMENT CORP.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Amounts in thousands)
|
|
|
Operating Activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(134,420
|
)
|
|
$
|
(103,807
|
)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation of property and equipment
|
|
|
3,616
|
|
|
|
2,900
|
|
Amortization of deferred financing costs
|
|
|
3,397
|
|
|
|
2,659
|
|
Amortization of films and television programs
|
|
|
315,614
|
|
|
|
255,157
|
|
Amortization of intangible assets
|
|
|
760
|
|
|
|
698
|
|
Non-cash stock-based compensation
|
|
|
12,027
|
|
|
|
10,207
|
|
Gain on sale of equity securities
|
|
|
|
|
|
|
(2,794
|
)
|
Gain on extinguishment of debt
|
|
|
(3,549
|
)
|
|
|
|
|
Equity interests loss
|
|
|
5,841
|
|
|
|
3,242
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
(6,700
|
)
|
|
|
(19,674
|
)
|
Accounts receivable, net
|
|
|
72,945
|
|
|
|
(38,620
|
)
|
Investment in films and television programs
|
|
|
(471,308
|
)
|
|
|
(397,773
|
)
|
Other assets
|
|
|
(12,191
|
)
|
|
|
(5,903
|
)
|
Accounts payable and accrued liabilities
|
|
|
26,826
|
|
|
|
39,859
|
|
Participation and residuals
|
|
|
24,696
|
|
|
|
112,644
|
|
Film obligations
|
|
|
58,711
|
|
|
|
10,810
|
|
Deferred revenue
|
|
|
7,826
|
|
|
|
39,182
|
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Used In Operating Activities
|
|
|
(95,909
|
)
|
|
|
(91,213
|
)
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
Purchases of investments auction rate securities
|
|
|
|
|
|
|
(207,262
|
)
|
Proceeds from the sale of investments auction rate
securities
|
|
|
|
|
|
|
444,641
|
|
Purchases of investments equity securities
|
|
|
|
|
|
|
(4,765
|
)
|
Proceeds from the sale of investments equity
securities
|
|
|
|
|
|
|
24,035
|
|
Acquisition of Mandate Pictures, net of unrestricted cash
acquired
|
|
|
|
|
|
|
(41,205
|
)
|
Acquisition of Maple Pictures, net of unrestricted cash acquired
|
|
|
|
|
|
|
1,737
|
|
Investment in equity method investees
|
|
|
(15,886
|
)
|
|
|
(6,464
|
)
|
Increase in loan receivables
|
|
|
(28,767
|
)
|
|
|
(5,895
|
)
|
Purchases of property and equipment
|
|
|
(6,465
|
)
|
|
|
(2,742
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Provided By (Used In) Investing Activities
|
|
|
(51,118
|
)
|
|
|
202,080
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
2,894
|
|
|
|
864
|
|
Tax withholding requirements on equity awards
|
|
|
(3,134
|
)
|
|
|
(4,723
|
)
|
Repurchases of common shares
|
|
|
(44,968
|
)
|
|
|
(20,337
|
)
|
Borrowings under financing arrangements
|
|
|
|
|
|
|
3,718
|
|
Increase in production obligations
|
|
|
126,420
|
|
|
|
131,318
|
|
Repayment of production obligations
|
|
|
(165,298
|
)
|
|
|
(91,339
|
)
|
Repayment of subordinated notes
|
|
|
(5,310
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Provided By (Used In) Financing Activities
|
|
|
(89,396
|
)
|
|
|
19,501
|
|
|
|
|
|
|
|
|
|
|
Net Change In Cash And Cash Equivalents
|
|
|
(236,423
|
)
|
|
|
130,368
|
|
Foreign Exchange Effects on Cash
|
|
|
(4,453
|
)
|
|
|
1,690
|
|
Cash and Cash Equivalents Beginning Of Period
|
|
|
371,589
|
|
|
|
51,497
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents End Of Period
|
|
$
|
130,713
|
|
|
$
|
183,555
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
7
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Nature
of Operations
Lions Gate Entertainment Corp. (the Company,
Lionsgate, we, us or
our) is a filmed entertainment studio with a
diversified presence in the production and distribution of
motion pictures, television programming, home entertainment,
family entertainment,
video-on-demand
and digitally delivered content.
Basis
of Presentation
The accompanying unaudited condensed consolidated financial
statements include the accounts of Lionsgate and its wholly
owned and controlled subsidiaries.
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
under the Securities Exchange Act of 1934, as amended (the
Exchange Act), and Article 10 of
Regulation S-X
under the Exchange Act. Accordingly, they do not include all of
the information and footnotes required by U.S. GAAP for
complete financial statements. In the opinion of the
Companys 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 nine months ended December 31, 2008 are not
necessarily indicative of the results that may be expected for
the fiscal year ended March 31, 2009. The balance sheet at
March 31, 2008 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, 2008.
Certain amounts presented for fiscal 2008 have been reclassified
to conform to the fiscal 2009 presentation.
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 the Companys 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.
Recent
Accounting Pronouncements
In May 2008, the Financial Accounting Standards Board (the
FASB) issued FASB Staff Position (FSP)
APB 14-1,
Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash
Settlement) (FSP APB
14-1).
FSP APB 14-1
clarifies that convertible debt instruments that may be settled
in cash upon either mandatory or optional conversion (including
partial cash settlement) are not addressed by paragraph 12
of APB Opinion No. 14, Accounting for Convertible Debt
and Debt issued with Stock Purchase Warrants. FSP APB
14-1
provides that issuers of such instruments should separately
account for the liability and equity components of those
instruments by allocating the proceeds at the date of issuance
of the instrument between the liability component and the
embedded conversion option (the equity component). The equity
component is recorded in equity and the reduction in the
principal amount (debt discount) is amortized as interest
expense over the expected life of the instrument using the
interest method. FSP APB
14-1 is
effective for financial statements
8
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. We will adopt FSP
APB 14-1
beginning in the first quarter of fiscal 2010, and this standard
must be applied on a retrospective basis. We are evaluating the
impact that the adoption of FSP APB
14-1 will
have on our consolidated financial position and results of
operations.
In December 2007, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 141 (revised
2007), Business Combinations
(SFAS No. 141(R)).
SFAS No. 141(R) significantly changes the accounting
for business combinations in a number of areas including the
treatment of contingent consideration, preacquisition
contingencies, transaction costs, in-process research and
development and restructuring costs. In addition, under
SFAS No. 141(R), changes in an acquired entitys
deferred tax assets and uncertain tax positions after the
measurement period will impact income tax expense.
SFAS No. 141(R) is effective for fiscal years
beginning after December 15, 2008. We will adopt
SFAS No. 141(R) beginning in the first quarter of
fiscal 2010, which will change our accounting treatment for
business combinations on a prospective basis.
In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51
(SFAS No. 160). SFAS No. 160
changes the accounting and reporting for minority interests,
which will be recharacterized as noncontrolling interests and
classified as a component of equity. This new consolidation
method significantly changes the accounting for transactions
with minority interest holders. SFAS No. 160 is
effective for fiscal years beginning after December 15,
2008. We will adopt SFAS No. 160 beginning in the
first quarter of fiscal 2010. We are evaluating the impact that
the adoption of SFAS No. 160 will have on our
consolidated financial position and results of operations.
|
|
2.
|
Restricted
Cash and Restricted Investments
|
Restricted Cash. Restricted cash represents
amounts on deposit with financial institutions that are
contractually designated for certain theatrical marketing
obligations and collateral required under a revolving credit
facility.
Restricted Investments. Restricted investments
represent amounts held in investments that are contractually
designated for certain production obligations. At
December 31, 2008, the Company held $7.0 million of
restricted investments in United States Treasury Bills bearing
an interest rate of 0.02%, maturing March 5, 2009. These
investments are held as collateral for a production obligation
pursuant to an escrow agreement.
At March 31, 2008, the Company held $7.0 million of a
triple A rated taxable Student Auction Rate Security
(ARS), at par value, issued by the Panhandle-Plains
Higher Education Authority. These ARS were sold back to the
issuer at par value resulting in no gain or loss.
Restricted investments as of December 31, 2008 and
March 31, 2008 are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains (Losses)
|
|
|
Value
|
|
|
|
(Amounts in thousands)
|
|
|
United States Treasury Bills
|
|
$
|
7,000
|
|
|
$
|
|
|
|
$
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
|
|
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains (Losses)
|
|
|
Value
|
|
|
|
(Amounts in thousands)
|
|
|
Auction rate student loans
|
|
$
|
7,000
|
|
|
$
|
(73
|
)
|
|
$
|
6,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income earned on restricted investments
during the three and nine months ended December 31, 2008
were $0.1 million and $0.2 million, respectively.
Interest and dividend income earned on
9
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
restricted and other available-for-sale investments outstanding
during the three and nine months ended December 31, 2007
were $2.0 million and $6.6 million, respectively.
|
|
3.
|
Investment
in Films and Television Programs
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2008
|
|
|
|
(Amounts in thousands)
|
|
|
Motion Picture Segment Theatrical and
Non-Theatrical Films
|
|
|
|
|
|
|
|
|
Released, net of accumulated amortization
|
|
$
|
303,841
|
|
|
$
|
218,898
|
|
Acquired libraries, net of accumulated amortization
|
|
|
65,701
|
|
|
|
80,674
|
|
Completed and not released
|
|
|
75,223
|
|
|
|
13,187
|
|
In progress
|
|
|
149,586
|
|
|
|
188,108
|
|
In development
|
|
|
8,761
|
|
|
|
6,513
|
|
Product inventory
|
|
|
50,227
|
|
|
|
33,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
653,339
|
|
|
|
540,527
|
|
|
|
|
|
|
|
|
|
|
Television Segment Direct-to-Television
Programs
|
|
|
|
|
|
|
|
|
Released, net of accumulated amortization
|
|
|
80,133
|
|
|
|
55,196
|
|
In progress
|
|
|
23,714
|
|
|
|
12,608
|
|
In development
|
|
|
1,458
|
|
|
|
611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105,305
|
|
|
|
68,415
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
758,644
|
|
|
$
|
608,942
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth acquired libraries that represent
titles released three years prior to the date of acquisition,
and amortized over their expected revenue stream from
acquisition date up to 20 years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Remaining
|
|
|
Unamortized Costs
|
|
|
Unamortized Costs
|
|
|
|
|
|
Amortization
|
|
|
Amortization
|
|
|
December 31,
|
|
|
March 31,
|
|
Acquired Library
|
|
Acquisition Date
|
|
Period
|
|
|
Period
|
|
|
2008
|
|
|
2008
|
|
|
|
|
|
(In years)
|
|
|
(Amounts in thousands)
|
|
|
Trimark
|
|
October 2000
|
|
|
20.00
|
|
|
|
11.75
|
|
|
$
|
11,013
|
|
|
$
|
12,318
|
|
Artisan
|
|
December 2003
|
|
|
20.00
|
|
|
|
15.00
|
|
|
|
51,088
|
|
|
|
58,533
|
|
Modern
|
|
August 2005
|
|
|
20.00
|
|
|
|
16.50
|
|
|
|
2,659
|
|
|
|
3,953
|
|
Lionsgate UK
|
|
October 2005
|
|
|
20.00
|
|
|
|
16.75
|
|
|
|
941
|
|
|
|
1,827
|
|
Mandate
|
|
September 2007
|
|
|
3.00
|
|
|
|
|
|
|
|
|
|
|
|
4,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Acquired Libraries
|
|
|
|
|
|
|
|
|
|
|
|
$
|
65,701
|
|
|
$
|
80,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company expects approximately 48% of completed films and
television programs, net of accumulated amortization, will be
amortized during the one-year period ending December 31,
2009. 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
December 31, 2011.
10
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The changes in the carrying amount of goodwill by reporting
segment in the nine months ended December 31, 2008 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
|
(Amounts in thousands)
|
|
|
Balance as of March 31, 2008
|
|
$
|
210,570
|
|
|
$
|
13,961
|
|
|
$
|
224,531
|
|
Mandate Pictures, LLC
|
|
|
(318
|
)
|
|
|
|
|
|
|
(318
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2008
|
|
$
|
210,252
|
|
|
$
|
13,961
|
|
|
$
|
224,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the nine months ended December 31, 2008, goodwill
decreased by $0.3 million due to changes in the estimated
fair value of the assets acquired and liabilities assumed from
the acquisition of Mandate Pictures, LLC.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2008
|
|
|
|
(Amounts in thousands)
|
|
|
Deferred financing costs, net of accumulated amortization
|
|
$
|
13,018
|
|
|
$
|
7,200
|
|
Prepaid expenses and other
|
|
|
7,949
|
|
|
|
5,239
|
|
Loan receivables
|
|
|
32,587
|
|
|
|
3,382
|
|
Intangible assets
|
|
|
1,395
|
|
|
|
2,317
|
|
Equity method investments
|
|
|
33,350
|
|
|
|
23,434
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
88,299
|
|
|
$
|
41,572
|
|
|
|
|
|
|
|
|
|
|
Deferred
Financing Costs
Deferred financing costs primarily include costs incurred in
connection with an amended credit facility (see
Note 6) executed in July 2008 and the issuance of the
2.9375% Notes (as hereafter defined) and the
3.625% Notes (as hereafter defined) (see
Note 8) that are deferred and amortized to interest
expense. In December 2008, the Company repurchased
$9.0 million of the 3.625% Notes for $5.3 million
plus $0.1 million in accrued interest, resulting in a gain
of $3.5 million. As a result of this repurchase, the
Company wrote off an additional $0.1 million of deferred
financing costs associated with the 3.625% Notes.
Loan
Receivables
Loan receivables at December 31, 2008 consist of a
$25.0 million collateralized note receivable plus
$0.6 million of accrued interest from a third party
producer, and a $6.8 million note receivable and
$0.2 million of accrued interest from NextPoint, Inc.
(Break.com), an equity method investee, as described
below. At March 31, 2008, loan receivables consisted of
note receivables, including accrued interest, of
$3.4 million from Break.com.
11
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Intangible
Assets
Intangible assets consist primarily of trademarks and
distribution agreements. The composition of the Companys
acquired intangible assets and the associated accumulated
amortization is as follows as of December 31, 2008 and
March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
December 31, 2008
|
|
|
March 31, 2008
|
|
|
|
Remaining
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
|
Life in
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
|
Years
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
|
|
|
|
(Amounts in thousands)
|
|
|
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks
|
|
|
4
|
|
|
$
|
1,600
|
|
|
$
|
450
|
|
|
$
|
1,150
|
|
|
$
|
1,625
|
|
|
$
|
200
|
|
|
$
|
1,425
|
|
Distribution agreements
|
|
|
2
|
|
|
|
922
|
|
|
|
677
|
|
|
|
245
|
|
|
|
1,273
|
|
|
|
454
|
|
|
|
819
|
|
Music license
|
|
|
|
|
|
|
1,304
|
|
|
|
1,304
|
|
|
|
|
|
|
|
1,304
|
|
|
|
1,231
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
|
|
|
|
$
|
3,826
|
|
|
$
|
2,431
|
|
|
$
|
1,395
|
|
|
$
|
4,202
|
|
|
$
|
1,885
|
|
|
$
|
2,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate amount of amortization expense associated with the
Companys intangible assets for the three- and nine-month
periods ending December 31, 2008 was approximately
$0.2 million and $0.8 million, respectively. Estimated
amortization expense for each of the years ending March 31,
2009 through 2014 is approximately $0.2 million,
$0.5 million, $0.3 million, $0.3 million,
$0.1 million and nil, respectively.
Equity
Method Investments
The carrying amount of significant equity method investments at
December 31, 2008 and March 31, 2008 were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2008
|
|
|
|
(Amounts in thousands)
|
|
|
Horror Entertainment, LLC (FEARnet)
|
|
$
|
2,386
|
|
|
$
|
789
|
|
NextPoint, Inc. (Break.com)
|
|
|
18,725
|
|
|
|
19,979
|
|
Roadside Attractions, LLC
|
|
|
1,957
|
|
|
|
2,201
|
|
Studio 3 Partners, LLC (EPIX)
|
|
|
9,946
|
|
|
|
|
|
Elevation Sales Limited
|
|
|
336
|
|
|
|
465
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
33,350
|
|
|
$
|
23,434
|
|
|
|
|
|
|
|
|
|
|
12
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Equity interests in equity method investments in our unaudited
condensed consolidated statements of operations represent our
portion of the income or loss of our equity method investees
based on our percentage ownership. Equity losses in equity
method investments for the three and nine months ended
December 31, 2008 and 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Amounts in thousands)
|
|
|
Maple Pictures Corp.
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(71
|
)
|
Horror Entertainment, LLC (FEARnet)
|
|
|
(1,373
|
)
|
|
|
(1,281
|
)
|
|
|
(3,783
|
)
|
|
|
(3,199
|
)
|
NextPoint, Inc. (Break.com)
|
|
|
(208
|
)
|
|
|
21
|
|
|
|
(1,354
|
)
|
|
|
16
|
|
Roadside Attractions, LLC
|
|
|
134
|
|
|
|
(16
|
)
|
|
|
(244
|
)
|
|
|
(16
|
)
|
Studio 3 Partners, LLC (EPIX)
|
|
|
(248
|
)
|
|
|
|
|
|
|
(460
|
)
|
|
|
|
|
Elevation Sales Limited
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,695
|
)
|
|
$
|
(1,248
|
)
|
|
$
|
(5,841
|
)
|
|
$
|
(3,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maple Pictures Corp. Represents the
Companys interest in Maple Pictures Corp. (Maple
Pictures), a motion picture, television and home
entertainment distributor in Canada. Maple Pictures was formed
by a director of the Company, a former Lionsgate executive and a
third-party equity investor. Through July 17, 2007, the
Company owned 10% of the common shares of Maple Pictures and
accounted for its investment in Maple Pictures under the equity
method of accounting. Accordingly, during the nine months ended
December 31, 2007, the Company recorded 10% of the loss
incurred by Maple Pictures through July 17, 2007. On
July 18, 2007, Maple Pictures repurchased all of the
outstanding shares held by a third party investor, which
increased the Companys ownership of Maple Pictures,
requiring the Company to consolidate Maple Pictures for
financial reporting purposes beginning on July 18, 2007.
Accordingly, the results of operations of Maple Pictures are
reflected in the Companys consolidated results since
July 18, 2007.
Horror Entertainment, LLC. Represents the
Companys 33.33% interest in Horror Entertainment, LLC
(FEARnet), a multiplatform programming and content
service provider of horror genre films operating under the
branding of FEARnet. The Company entered into a
five-year license agreement with FEARnet for
U.S. territories and possessions whereby the Company will
license content to FEARnet for
video-on-demand
and broadband exhibition. The Company made capital contributions
to FEARnet of $5.0 million in October 2006,
$2.6 million in July 2007, $2.5 million in April 2008,
and $2.9 million in October 2008. As of December 31,
2008, the Company has a remaining commitment for additional
capital contributions totaling $0.3 million, which is
expected to be funded by March 31, 2009. Under certain
circumstances, if the Company defaults on any of its funding
obligations, the Company could forfeit its equity interest in
FEARnet and its license agreement with FEARnet could be
terminated. The Company is recording its share of the FEARnet
results on a one quarter lag and, accordingly, during the nine
months ended December 31, 2008, the Company recorded 33.33%
of the loss incurred by FEARnet through September 30, 2008.
NextPoint, Inc. Represents the Companys
42% equity interest or 21,000,000 share ownership of the
Series B Preferred Stock of NextPoint, Inc.
(Break.com), an online home entertainment service
provider operating under the branding of Break.com.
The interest was acquired on June 29, 2007 for an aggregate
purchase price of $21.4 million which included
$0.5 million of transaction costs, by issuing 1,890,189 of
the Companys common shares. The value assigned to the
shares for purposes of recording the investment of
$20.9 million was based on the average price of the
Companys common shares a few days prior and subsequent to
the date of the closing of the acquisition. The Company has a
call option which is exercisable at any time from June 29,
2007 until the earlier of (i) 30 months after
June 29, 2007 or (ii) one year after a change of
control, as narrowly defined, to purchase all of the
13
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
remaining 58% equity interests (excluding any subsequent
dilutive events) of Break.com, including in-the-money stock
options, warrants and other rights of Break.com for
$58.0 million in cash or common stock, at the
Companys option. The estimated initial cost of the call
option was $1.2 million and is included within the
investment balance. This call option is accounted for at cost
and is evaluated for other than temporary impairment each
reporting period. The Company is recording its share of the
Break.com results on a one quarter lag and, accordingly, during
the nine months ended December 31, 2008, the Company
recorded 42% of the loss incurred by Break.com through
September 30, 2008.
Roadside Attractions, LLC. Represents the
Companys 43% equity interest acquired on July 26,
2007 in Roadside Attractions, LLC (Roadside), an
independent theatrical releasing company. The Company has a call
option which is exercisable for a period of 90 days
commencing on the receipt of certain audited financial
statements for the three years ended July 26, 2010, to
purchase all of the remaining 57% equity interests of Roadside,
at a price representative of the then fair value of the
remaining interest. The estimated initial cost of the call
option is de minimus since the option price is designed to
be representative of the then fair value and is included within
the investment balance. The Company is recording its share of
the Roadside results on a one quarter lag and, accordingly,
during the nine months ended December 31, 2008, the Company
recorded 43% of the loss incurred by Roadside through
September 30, 2008.
Elevation Sales Limited. Represents the
Companys 50% equity interest in Elevation Sales Limited
(Elevation), a UK based home entertainment
distributor. At December 31, 2008, the Company was owed
$12.7 million in account receivables from Elevation
(March 31, 2008 $29.0 million). The
amounts receivable from Elevation represent amounts due to our
wholly-owned subsidiary, Lions Gate UK Limited (Lionsgate
UK), located in the United Kingdom, for accounts
receivable arising from the sale and rental of DVD products. The
credit period extended to Elevation is 60 days.
Studio 3 Partners, LLC (EPIX). In
April 2008, the Company formed a joint venture with Viacom Inc.
(Viacom), its Paramount Pictures unit
(Paramount Pictures) and
Metro-Goldwyn-Mayer
Studios Inc. (MGM) to create a premium television
channel and subscription
video-on-demand
service named EPIX. The new venture will have access
to the Companys titles released theatrically on or after
January 1, 2009. Viacom will provide operational support to
the venture, including marketing and affiliate services through
its MTV Networks division. Upon its expected launch in the fall
of 2009, the joint venture will provide the Company with an
additional platform to distribute its library of motion picture
titles and television episodes and programs. Currently, the
Company has invested $10.3 million as of December 31,
2008, which represents 28.57% or its proportionate share of
investment in the joint venture. The Company has a mandatory
commitment of $31.4 million increasing to
$42.9 million if certain performance targets are achieved.
The Company is recording its share of the joint venture results
on a one quarter lag and, accordingly, during the nine months
ended December 31, 2008, the Company recorded 28.57% of the
loss incurred by the joint venture through September 30,
2008.
In July 2008, the Company entered into an amended credit
facility which provides for a $340 million secured
revolving credit facility, of which $30 million may be
utilized by two of the Companys wholly owned foreign
subsidiaries. The amended credit facility expires July 25,
2013 and bears interest at 2.25% over the Adjusted
LIBOR rate. At December 31, 2008, the Company had no
borrowings (March 31, 2008 nil) under the
credit facility. The availability of funds under the credit
facility is limited by a borrowing base and also reduced by
outstanding letters of credit, which amounted to
$22.7 million at December 31, 2008. At
December 31, 2008, there was $317.3 million available
under the amended credit facility. The Company is required to
pay a monthly commitment fee based upon 0.50% per annum on the
total credit facility of $340 million less the amount
drawn. This amended credit facility amends and restates the
Companys original $215 million credit facility.
Obligations under the credit facility are secured by collateral
(as defined in the credit agreement) granted by the Company and
certain subsidiaries of the Company, as well as a pledge of
equity interests in certain of the Companys subsidiaries.
14
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The amended credit facility contains a number of affirmative and
negative covenants that, among other things, require the Company
to satisfy certain financial covenants and restrict the ability
of the Company to incur additional debt, pay dividends and make
distributions, make certain investments and acquisitions,
repurchase its stock and prepay certain indebtedness, create
liens, enter into agreements with affiliates, modify the nature
of its business, enter into sale-leaseback transactions,
transfer and sell material assets and merge or consolidate.
|
|
7.
|
Film and
Production Obligations and Participation and Residuals
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2008
|
|
|
|
(Amounts in thousands)
|
|
|
Film obligations(1)
|
|
$
|
88,124
|
|
|
$
|
29,905
|
|
Production obligations(2)
|
|
|
209,019
|
|
|
|
248,111
|
|
|
|
|
|
|
|
|
|
|
Total film and production obligations
|
|
|
297,143
|
|
|
|
278,016
|
|
Less film and production obligations expected to be paid within
one year
|
|
|
(120,607
|
)
|
|
|
(193,699
|
)
|
|
|
|
|
|
|
|
|
|
Film and production obligations expected to be paid after one
year
|
|
$
|
176,536
|
|
|
$
|
84,317
|
|
|
|
|
|
|
|
|
|
|
Participation and residuals
|
|
$
|
409,419
|
|
|
$
|
385,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Film obligations include minimum guarantees, which represent
amounts payable for film rights that the Company has acquired
and theatrical marketing obligations, which represent amounts
that are contractually committed for theatrical marketing
expenditures associated with specific films. |
|
(2) |
|
Production obligations represent amounts payable for the cost
incurred for the production of film and television programs that
the Company produces which, in some cases, are financed over
periods exceeding one year. Production obligations have
contractual repayment dates either at or near the expected
completion date, with the exception of certain obligations
containing repayment dates on a longer term basis. Production
obligations of $116.6 million incur interest at rates
ranging from 1.94% to 4.25%, and approximately
$83.7 million of production obligations are non-interest
bearing. Also included in production obligations is
$8.8 million in long term production obligations with an
interest rate of 2.5% that is part of a $66.0 million
funding agreement with the State of Pennsylvania, as more fully
described below. |
|
|
|
On April 9, 2008, the Company entered into a loan agreement
with the Pennsylvania Regional Center, which provides for the
availability of production loans up to $66,000,000 on a five
year term for use in film and television productions in the
State of Pennsylvania. The amount that can be borrowed is
generally limited to approximately one half of the qualified
production costs incurred in the State of Pennsylvania through
the two year period ended April 2010, and is subject to certain
other limitations. Under the terms of the loan, for every dollar
borrowed, the Companys production companies are required
(within a two year period) to either create a specified number
of jobs, or spend a specified amount in certain geographic
regions in the State of Pennsylvania. Amounts borrowed under the
agreement carry an interest rate of 2.5%, which is payable
semi-annually, and the principal amount is due on the five-year
anniversary date of the first borrowing under the agreement
(i.e., April 2013). The loan is secured by a first priority
security interest in the Companys film library pursuant to
an intercreditor agreement with the Companys senior lender
under the Companys revolving credit facility. Pursuant to
the terms of the Companys credit facility, the Company is
required to maintain a balance equal to the loans outstanding
plus 5% under this facility in a bank account with the
Companys senior lender under the Companys credit
facility. Accordingly, included in restricted cash is
$9.2 million (on deposit with our senior lenders), related
to amounts received under the Pennsylvania agreement. |
The Company expects approximately 73% of accrued participations
and residuals will be paid during the one-year period ending
December 31, 2009.
15
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Theatrical
Slate Participation
On May 25, 2007, the Company closed a theatrical slate
participation arrangement, as amended on January 30, 2008.
Under this arrangement, Pride Pictures, LLC (Pride),
an unrelated entity, would participate in, generally, 50% of the
Companys production, acquisition, marketing and
distribution costs of theatrical feature films up to an
aggregate of approximately $196 million, net of transaction
costs. The funds available from Pride were generated from the
issuance by Pride of $35 million of subordinated debt
instruments, $35 million of equity and $134 million
from a senior revolving credit facility, which is subject to a
borrowing base. The borrowing base calculation is generally
based on 90% of the estimated ultimate amounts due to Pride on
previously released films, as defined in the applicable
agreements. The Company is not a party to the Pride debt
obligations or their senior credit facility, and provides no
guarantee of repayment of these obligations. The percentage of
the contribution could vary on certain pictures. Pride
participated in a pro rata portion of the pictures net
profits or losses similar to a co-production arrangement based
on the portion of costs funded. The Company continues to
distribute the pictures covered by the arrangement with a
portion of net profits after all costs and the Companys
distribution fee being distributed to Pride based on their pro
rata contribution to the applicable costs similar to a back-end
participation on a film.
Amounts provided from Pride are reflected as a participation
liability. The difference between the ultimate participation
expected to be paid to Pride and the amount provided by Pride is
amortized as a charge to or a reduction of participation expense
under the individual film forecast method. At December 31,
2008, $123.5 million (March 31, 2008,
$134.3 million) was payable to Pride and is included in the
participation liability in the unaudited condensed consolidated
balance sheet. The administrative agent for the senior lenders
under Prides senior credit facility has taken the position
that the senior lenders no longer have an obligation to continue
to fund under the senior credit facility because the conditions
precedent to funding set forth in the senior credit facility
cannot be satisfied. The representative for the Pride equity and
the Pride mezzanine investors have not yet taken a position as
to the validity of the administrative agents assertion,
and until this is resolved, all parties have reserved their
respective rights. As a consequence, Pride did not purchase the
pictures The Spirit or My Bloody Valentine 3-D and
it is unknown whether Pride will purchase any additional
pictures.
Société
Générale de Financement du Québec Filmed
Entertainment Participation
On July 30, 2007, the Company entered into a four-year
filmed entertainment slate participation agreement with
Société Générale de Financement du
Québec (SGF), the Québec provincial
governments investment arm. SGF will provide up to 35% of
production costs of television and feature film productions
produced in Québec for a four-year period for an aggregate
participation of up to $140 million, and the Company will
advance all amounts necessary to fund the remaining budgeted
costs. The maximum aggregate of budgeted costs over the
four-year period will be $400 million, including the
Companys portion, but no more than $100 million per
year. In connection with this agreement, the Company and SGF
will proportionally share in the proceeds derived from the
productions after the Company deducts a distribution fee,
recoups all distribution expenses and releasing costs, and pays
all applicable third party participations and residuals.
Amounts provided from SGF are reflected as a participation
liability. The difference between the ultimate participation
expected to be paid to SGF and the amount provided by SGF is
amortized as a charge to or a reduction of participation expense
under the individual film forecast method. At December 31,
2008, $6.1 million (March 31, 2008, $9.3 million)
was payable to SGF and is included in the participation
liability in the unaudited condensed consolidated balance sheet,
and $124.5 million was available to be provided by SGF
under the terms of the arrangement.
16
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
8.
|
Subordinated
Notes and Other Financing Obligations
|
The following table sets forth the subordinated notes and other
financing obligations outstanding at December 31, 2008 and
March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2008
|
|
|
|
(Amounts in thousands)
|
|
|
2.9375% Convertible Senior Subordinated Notes
|
|
$
|
150,000
|
|
|
$
|
150,000
|
|
3.625% Convertible Senior Subordinated Notes
|
|
|
166,000
|
|
|
|
175,000
|
|
Other Financing Obligations
|
|
|
3,718
|
|
|
|
3,718
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
319,718
|
|
|
$
|
328,718
|
|
|
|
|
|
|
|
|
|
|
Subordinated
Notes
3.625% Notes. In February 2005, Lions
Gate Entertainment Inc. (LGEI), a wholly-owned
subsidiary of the Company, sold $175.0 million of
3.625% Convertible Senior Subordinated Notes (the
3.625% Notes). The Company received
$170.2 million of net proceeds after paying placement
agents fees from the sale of the 3.625% Notes. The
Company also paid $0.6 million of offering expenses
incurred in connection with the sale of the 3.625% Notes.
Interest on the 3.625% Notes is payable semi-annually on
March 15 and September 15, from September 15, 2005
until March 15, 2012. 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 until maturity on March 15, 2025.
LGEI 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 LGEI 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
LGEI 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 the Companys common shares on the
effective date of the change in control. No make whole premium
will be paid if the price of the Companys common shares at
such time is less than $10.35 per share or 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 equal to 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 common
shares of the Company. The holder may convert the
3.625% Notes into the Companys common shares prior to
maturity if the notes have been called for redemption, a change
in control occurs or certain other corporate transactions occur.
In December 2008, the Company repurchased $9.0 million of
the 3.625% Notes for $5.3 million plus
$0.1 million in accrued interest, resulting in a gain of
$3.5 million. As a result of this repurchase, the Company
wrote off an additional $0.1 million of deferred financing
costs associated with the 3.625% Notes.
2.9375% Notes. In October 2004, LGEI 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 sale of the 2.9375% Notes. Interest on
the 2.9375% Notes is payable semi-annually on April 15 and
October 15, which commenced on April 15, 2005, and the
2.9375% Notes mature on October 15, 2024. From
October 15, 2009 to October 14, 2010, LGEI may redeem
the 2.9375% Notes at 100.839%;
17
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
from October 15, 2010 to October 14, 2011, LGEI may
redeem the 2.9375% Notes at 100.420%; and thereafter, LGEI
may redeem the notes at 100%.
The holder may require LGEI 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
LGEI 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 the Companys common shares on the
effective date of the change in control. No make whole premium
will be paid if the price of the Companys common shares at
such time is less than $8.79 per share or exceeds $50.00 per
share.
The holder may convert the 2.9375% Notes into the
Companys common shares prior to maturity only if the price
of the Companys 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 other corporate transactions occur. Upon
conversion of the 2.9375% Notes, the Company has the option
to deliver, in lieu of common shares, cash or a combination of
cash and common shares of the Company. In addition, under
certain circumstances, if the holder converts their notes upon a
change in control, they 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 the Companys common shares at a conversion
rate equal to 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.
Other
Financing Obligations
On June 1, 2007, the Company entered into a bank financing
agreement for $3.7 million to fund the acquisition of
certain capital assets. Interest is payable in monthly payments
totaling $0.3 million per year for five years at an
interest rate of 8.02%, with the entire principal due June 2012.
Acquisition
of Mandate Pictures, LLC
On September 10, 2007, the Company purchased all of the
membership interests in Mandate Pictures, LLC, a Delaware
limited liability company (Mandate Pictures).
Mandate Pictures is a worldwide independent film producer and
distributor. The Mandate Pictures acquisition brought the
Company additional experienced management personnel working
within the motion picture business segment. In addition, the
Mandate Pictures acquisition added an independent film and
distribution business to the Companys motion picture
business. The aggregate cost of the acquisition was
approximately $128.8 million including liabilities assumed
of $70.2 million, with amounts paid or to be paid to the
selling shareholders of approximately $58.6 million,
comprised of $46.8 million in cash and 1,282,999 of the
Companys common shares, 169,879 of which were issued
during the quarter ended March 31, 2008, another 169,879
which were issued during the quarter ended September 30,
2008 and the balance of 943,241 to be issued and delivered in
March 2009, pursuant to certain holdback provisions. Of the
$46.8 million cash portion of the purchase price,
$44.3 million was paid at closing, $0.9 million
represented estimated direct transaction costs (paid to lawyers,
accountants and other consultants), and $1.6 million
represented the remaining cash consideration paid during the
quarter ended June 30, 2008. In addition, immediately prior
to the transaction, the Company loaned Mandate Pictures
$2.9 million. The value assigned to the shares for purposes
of recording the acquisition was $11.8 million and was
based on the average price of the Companys common shares a
few days prior and subsequent to the date of the closing of the
acquisition, which is when it was publicly announced.
In addition, the Company may be obligated to pay additional
amounts pursuant to the purchase agreement should certain films
or derivative works meet certain target performance thresholds.
Such amounts, to the extent
18
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
they relate to films or derivative works of films identified at
the acquisition date will be charged to goodwill if the target
thresholds are achieved, and such amounts, to the extent they
relate to other qualifying films produced in the future, will be
accounted for similar to other film participation arrangements.
The amount to be paid is the excess of the sum of the following
amounts over the performance threshold (i.e. the Hurdle
Amount):
|
|
|
|
|
80% of the earnings of certain films for the longer of five
years from the closing or five years from the release of the
pictures, plus
|
|
|
|
20% of the earnings of certain pictures which commence principal
photography within five years from the closing date for a period
up to ten years, plus
|
|
|
|
certain fees designated for derivative works which commence
principal photography within seven years of the initial release
of the original picture.
|
The Hurdle Amount is the purchase price of approximately
$56 million plus an interest cost accruing until such
hurdle is reached, and certain other costs the Company agreed to
pay in connection with the acquisition. Accordingly, the
additional consideration is the total of the above in excess of
the Hurdle Amount. As of December 31, 2008, the total
earnings and fees from identified projects in process are not
projected to reach the Hurdle Amount. However, as additional
projects are identified in the future and current projects are
released in the market place, the total projected earnings and
fees from these projects could increase causing additional
payments to the sellers to become payable.
The acquisition was accounted for as a purchase, with the
results of operations of Mandate Pictures included in the
Companys consolidated results from September 10,
2007. Goodwill of $36.8 million resulted from the excess of
purchase price over the estimate of the fair value of the net
identifiable tangible and intangible assets acquired. The
$36.8 million of goodwill was assigned to the motion
pictures reporting segment. Although the goodwill will not be
amortized for financial reporting purposes, it is anticipated
that substantially all of the goodwill will be deductible for
federal tax purposes over the statutory period of 15 years.
Acquisition
of Debmar-Mercury LLC
On July 3, 2006, the Company acquired all of the capital
stock of Debmar-Mercury, LLC
(Debmar-Mercury),
a leading syndicator of film and television packages.
Consideration for the Debmar-Mercury acquisition was
$27.0 million, comprised of a combination of
$24.5 million in cash paid on July 3, 2006 and
$2.5 million in common shares of the Company issued in
January 2008, and assumed liabilities of $10.5 million.
Goodwill of $8.7 million resulted from the excess of the
purchase price over the fair value of the net identifiable
tangible and intangible assets acquired.
Pursuant to the purchase agreement, if the aggregate earnings
before interest, taxes, depreciation and amortization adjusted
to add back 20% of the overhead expense (Adjusted
EBITDA) of Debmar-Mercury for the five year period ending
after the closing date exceeds the target amount, then up to 40%
of the excess Adjusted EBITDA over the target amount is payable
as additional consideration. The percentage payable of the
excess Adjusted EBITDA over the target amount ranges from 20% of
such excess up to an excess of $3 million, 25% of such
excess over $3 million and less than $6 million, 30%
of such excess over $6 million and less than
$10 million and 40% of such excess over $10 million.
The target amount is $32.2 million plus adjustments for
interest on certain funding provided by the Company and
adjustments for certain overhead and other items. If the
Adjusted EBITDA of Debmar-Mercury is proportionately on track to
exceed the target amount after three years from the date of
closing, the Company will pay a recoupable advance against the
five-year payment.
In addition, up to 40% (percentage is determined based on how
much the cumulative Adjusted EBITDA exceeds the target amount)
of Adjusted EBITDA of Debmar-Mercury generated subsequent to the
five-year period from the assets existing as of the fifth
anniversary date of the close is also payable as additional
consideration on a quarterly basis (the Continuing Earnout
Payment), unless the substitute earnout option is
exercised by either the
19
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
seller or the Company. The substitute earnout option is only
available if the aggregate Adjusted EBITDA for the five year
period ending after the closing date exceeds the target amount.
Under the substitute earnout option, the seller can elect to
receive an amount equal to $2.5 million in lieu of the
Continuing Earnout Payments and the Company can elect to pay an
amount equal to $15 million in lieu of the Continuing
Earnout Payments.
Amounts paid, if any, under the above additional consideration
provisions will be recorded as additional goodwill.
|
|
10.
|
Direct
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Amounts in thousands)
|
|
|
Amortization of films and television programs
|
|
$
|
128,871
|
|
|
$
|
78,263
|
|
|
$
|
315,614
|
|
|
$
|
255,157
|
|
Participation and residual expense
|
|
|
86,728
|
|
|
|
61,460
|
|
|
|
245,735
|
|
|
|
156,011
|
|
Amortization of acquired intangible assets
|
|
|
201
|
|
|
|
373
|
|
|
|
760
|
|
|
|
698
|
|
Other expenses
|
|
|
2,852
|
|
|
|
(45
|
)
|
|
|
4,412
|
|
|
|
(422
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
218,652
|
|
|
$
|
140,051
|
|
|
$
|
566,521
|
|
|
$
|
411,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses consist of the provision (benefit) for doubtful
accounts and foreign exchange gains and losses for the three and
nine months ended December 31, 2008 and 2007, and were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Amounts in thousands)
|
|
|
Other expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (benefit) for doubtful accounts
|
|
$
|
1,591
|
|
|
$
|
(39
|
)
|
|
$
|
1,813
|
|
|
$
|
7
|
|
Foreign exchange losses (gains)
|
|
|
1,261
|
|
|
|
(6
|
)
|
|
|
2,599
|
|
|
|
(429
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,852
|
|
|
$
|
(45
|
)
|
|
$
|
4,412
|
|
|
$
|
(422
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
Comprehensive
Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Amounts in thousands)
|
|
|
Net income (loss)
|
|
$
|
(93,420
|
)
|
|
$
|
7,314
|
|
|
$
|
(134,420
|
)
|
|
$
|
(103,807
|
)
|
Add (Deduct): Foreign currency translation adjustments
|
|
|
(6,954
|
)
|
|
|
119
|
|
|
|
(10,834
|
)
|
|
|
2,618
|
|
Add (Deduct): Net unrealized gain (loss) on foreign exchange
contracts
|
|
|
103
|
|
|
|
(26
|
)
|
|
|
115
|
|
|
|
|
|
Add (Deduct): Unrealized gain (loss) on investments
available for sale
|
|
|
|
|
|
|
(387
|
)
|
|
|
73
|
|
|
|
(218
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$
|
(100,271
|
)
|
|
$
|
7,020
|
|
|
$
|
(145,066
|
)
|
|
$
|
(101,407
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
12.
|
Income
(Loss) Per Share and Treasury Shares
|
The Company calculates income (loss) per share in accordance
with SFAS No. 128, Earnings Per Share. Basic
income (loss) per share is calculated based on the weighted
average common shares outstanding for the period. Basic income
(loss) per share for the three and nine months ended
December 31, 2008 and 2007 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Amounts in thousands)
|
|
|
Basic Net Income (Loss) Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(93,420
|
)
|
|
$
|
7,314
|
|
|
$
|
(134,420
|
)
|
|
$
|
(103,807
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
115,765
|
|
|
|
118,921
|
|
|
|
117,018
|
|
|
|
118,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Net Income (Loss) Per Common Share
|
|
$
|
(0.81
|
)
|
|
$
|
0.06
|
|
|
$
|
(1.15
|
)
|
|
$
|
(0.88
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per common share reflects the
potential dilutive effect, if any, of the 2.9375% Notes and
the 3.625% Notes sold by the Company in October 2004 and
February 2005, respectively, under the if converted
method, the share purchase options and restricted share units
using the treasury stock method when dilutive, and any
contingently issuable shares. For the nine months ended
December 31, 2008, the 12,182,824 and 13,043,475 weighted
average shares issuable on the potential conversion of the
3.625% Notes and the 2.9375% Notes, respectively,
452,768 equivalent shares of stock options, and 429,939
restricted share units were excluded from diluted loss per
common share for the period because their inclusion would have
had an anti-dilutive effect. For the nine months ended
December 31, 2007, the 12,252,328 and 13,043,475 weighted
average shares issuable on the potential conversion of the
3.625% Notes and the 2.9375% Notes, respectively,
1,725,591 equivalent shares of stock options, and 494,861
restricted share units were excluded from diluted loss per
common share for the period because their inclusion would have
had an anti-dilutive effect. For the three months ended
December 31, 2008, the 12,044,571 and 13,043,475 weighted
average shares issuable on the potential conversion of the
3.625% Notes and the 2.9375% Notes, respectively,
15,258 equivalent shares of stock options, and 143,332
restricted share units were excluded from diluted loss per
common share for the period because their inclusion would have
had an anti-dilutive effect. Additionally, the 12,252,328 and
13,043,475 weighted average shares issuable on the potential
conversion of the 3.625% Notes and the 2.9375% Notes,
respectively, are not included in diluted income per share for
the three months ended December 31, 2007 as their effect is
anti-dilutive. Diluted net
21
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
income (loss) per common share for the three and nine months
ended December 31, 2008 and 2007 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Amounts in thousands)
|
|
|
Diluted Net Income (Loss) Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(93,420
|
)
|
|
$
|
7,314
|
|
|
$
|
(134,420
|
)
|
|
$
|
(103,807
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on convertible Notes, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred financing costs, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for Diluted Net Income (Loss) Per Common Share
|
|
$
|
(93,420
|
)
|
|
$
|
7,314
|
|
|
$
|
(134,420
|
)
|
|
$
|
(103,807
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
115,765
|
|
|
|
118,921
|
|
|
|
117,018
|
|
|
|
118,399
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share purchase options
|
|
|
|
|
|
|
858
|
|
|
|
|
|
|
|
|
|
Restricted share units
|
|
|
|
|
|
|
518
|
|
|
|
|
|
|
|
|
|
Contingently issuable shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted average common shares outstanding
|
|
|
115,765
|
|
|
|
120,297
|
|
|
|
117,018
|
|
|
|
118,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Net Income (Loss) Per Common Share
|
|
$
|
(0.81
|
)
|
|
$
|
0.06
|
|
|
$
|
(1.15
|
)
|
|
$
|
(0.88
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company had 500,000,000 authorized common shares at
December 31, 2008 and March 31, 2008. The table below
outlines common shares reserved for future issuance:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2008
|
|
|
|
(Amounts in thousands)
|
|
|
Stock options outstanding
|
|
|
4,011
|
|
|
|
5,137
|
|
Restricted share units unvested
|
|
|
2,636
|
|
|
|
2,325
|
|
Share purchase options and restricted share units available for
future issuance
|
|
|
5,154
|
|
|
|
6,859
|
|
Shares issuable upon conversion of 2.9375% Notes at
conversion price of $11.50 per share
|
|
|
13,043
|
|
|
|
13,043
|
|
Shares issuable upon conversion of 3.625% Notes at
conversion price of $14.28 per share
|
|
|
11,622
|
|
|
|
12,252
|
|
|
|
|
|
|
|
|
|
|
Shares reserved for future issuance
|
|
|
36,466
|
|
|
|
39,616
|
|
|
|
|
|
|
|
|
|
|
22
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Companys Board of Directors has authorized the
repurchase of up to $150 million of the Companys
common shares, with the timing, price, quantity, and manner of
the purchases to be made at the discretion of management,
depending upon market conditions. During the period from the
authorization date through December 31, 2008,
6,787,310 shares have been repurchased pursuant to the plan
at a cost of approximately $65.2 million, including
commission costs. During the three and nine months ended
December 31, 2008, 38,400 and 4,588,675 shares,
respectively, have been repurchased pursuant to the plan at a
cost of approximately $0.2 million and $45.0 million,
respectively. The share repurchase program has no expiration
date. The shares repurchased under the stock repurchase program
are included in treasury shares in the accompanying unaudited
condensed consolidated balance sheets and statements of
shareholders equity.
|
|
13.
|
Accounting
for Stock-Based Compensation
|
Share-Based
Compensation
The Company accounts for stock-based compensation in accordance
with the provisions of SFAS No. 123 (revised 2004),
Share-Based Payment
(SFAS No. 123(R)).
SFAS No. 123(R) requires the measurement of all
stock-based awards using a fair value method and the recognition
of the related stock-based compensation expense in the
consolidated financial statements over the requisite service
period. Further, as required under SFAS No. 123(R),
the Company estimates forfeitures for share-based awards that
are not expected to vest. As stock-based compensation expense
recognized in the Companys unaudited condensed
consolidated financial statements is based on awards ultimately
expected to vest, it has been reduced for estimated forfeitures.
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 the Companys stock, historical volatility of
the Companys stock and other factors. The expected term of
options granted represents the period of time that options
granted are expected to be outstanding. The weighted-average
grant-date fair values for options granted during the nine
months ended December 31, 2008 and 2007 was $3.06 and
$4.17, respectively. The following table represents the
assumptions used in the Black-Scholes option-pricing model for
stock options granted during the nine months ended
December 31, 2008 and 2007:
|
|
|
|
|
|
|
Nine Months
|
|
Nine Months
|
|
|
Ended
|
|
Ended
|
|
|
December 31,
|
|
December 31,
|
|
|
2008
|
|
2007
|
|
Risk-free interest rate
|
|
2.7%
|
|
4.1% - 4.8%
|
Expected option lives (in years)
|
|
5.0 years
|
|
5.6 to 6.5 years
|
Expected volatility for options
|
|
31%
|
|
31%
|
Expected dividend yield
|
|
0%
|
|
0%
|
The Company recognized the following share-based compensation
expense (benefit) during the three and nine months ended
December 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Amounts in thousands)
|
|
|
Compensation Expense (Benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
$
|
800
|
|
|
$
|
897
|
|
|
$
|
2,399
|
|
|
$
|
2,533
|
|
Restricted Share Units
|
|
|
3,265
|
|
|
|
2,490
|
|
|
|
9,182
|
|
|
|
7,532
|
|
Stock Appreciation Rights
|
|
|
(2,654
|
)
|
|
|
(890
|
)
|
|
|
(3,300
|
)
|
|
|
(1,899
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,411
|
|
|
$
|
2,497
|
|
|
$
|
8,281
|
|
|
$
|
8,166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
There was no income tax benefit recognized in the statements of
operations for share-based compensation arrangements during the
three and nine months ended December 31, 2008 and 2007.
Stock
Options
A summary of option activity as of December 31, 2008 and
changes during the nine months then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Aggregate
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
Intrinsic
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Average
|
|
|
Remaining
|
|
|
Value as of
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
December 31,
|
|
Options:
|
|
Shares(1)
|
|
|
Shares(2)
|
|
|
Shares
|
|
|
Price
|
|
|
Term in Years
|
|
|
2008
|
|
|
Outstanding at March 31, 2008
|
|
|
4,537,363
|
|
|
|
600,000
|
|
|
|
5,137,363
|
|
|
$
|
8.32
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(123,416
|
)
|
|
|
|
|
|
|
(123,416
|
)
|
|
|
6.68
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(20,334
|
)
|
|
|
|
|
|
|
(20,334
|
)
|
|
|
2.93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2008
|
|
|
4,393,613
|
|
|
|
600,000
|
|
|
|
4,993,613
|
|
|
$
|
8.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
5,000
|
|
|
|
|
|
|
|
5,000
|
|
|
|
9.53
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(986,734
|
)
|
|
|
|
|
|
|
(986,734
|
)
|
|
|
3.25
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2008
|
|
|
3,411,879
|
|
|
|
600,000
|
|
|
|
4,011,879
|
|
|
$
|
9.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(1,167
|
)
|
|
|
|
|
|
|
(1,167
|
)
|
|
|
6.51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
3,410,712
|
|
|
|
600,000
|
|
|
|
4,010,712
|
|
|
$
|
9.65
|
|
|
|
6.53
|
|
|
$
|
42,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2008, vested or expected to
vest in the future
|
|
|
3,408,879
|
|
|
|
600,000
|
|
|
|
4,008,879
|
|
|
$
|
9.65
|
|
|
|
6.53
|
|
|
$
|
42,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2008
|
|
|
1,988,628
|
|
|
|
100,000
|
|
|
|
2,088,628
|
|
|
$
|
9.39
|
|
|
|
5.10
|
|
|
$
|
42,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Issued under our long-term incentive plans. |
|
(2) |
|
On September 10, 2007, in connection with the acquisition
of Mandate Pictures (see Note 9), two executives entered
into employment agreements with Lions Gate Films, Inc., a
wholly-owned subsidiary of the Company. Pursuant to the
employment agreements, the executives were granted an aggregate
of 600,000 stock options, which vest over a three- to five-year
period. The options were granted outside of our long-term
incentive plans. |
The total intrinsic value of options exercised as of each
exercise date during the three and nine months ended
December 31, 2008 were nil and $7.1 million,
respectively (2007 $0.1 million and
$11.9 million, respectively).
During the nine months ended December 31, 2008, 234,982
shares were cancelled to fund withholding tax obligations upon
exercise.
24
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Restricted
Share Units
A summary of the status of the Companys restricted share
units as of December 31, 2008, and changes during the nine
months then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Weighted Average
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
Grant Date Fair
|
|
Restricted Share Units:
|
|
Shares(1)
|
|
|
Shares(2)
|
|
|
Shares
|
|
|
Value
|
|
|
Outstanding at March 31, 2008
|
|
|
2,037,125
|
|
|
|
287,500
|
|
|
|
2,324,625
|
|
|
$
|
10.09
|
|
Granted
|
|
|
294,875
|
|
|
|
|
|
|
|
294,875
|
|
|
|
9.89
|
|
Vested
|
|
|
(332,331
|
)
|
|
|
|
|
|
|
(332,331
|
)
|
|
|
10.80
|
|
Forfeited
|
|
|
(1,791
|
)
|
|
|
|
|
|
|
(1,791
|
)
|
|
|
10.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2008
|
|
|
1,997,878
|
|
|
|
287,500
|
|
|
|
2,285,378
|
|
|
$
|
9.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
489,042
|
|
|
|
105,000
|
|
|
|
594,042
|
|
|
|
10.04
|
|
Vested
|
|
|
(360,622
|
)
|
|
|
(8,333
|
)
|
|
|
(368,955
|
)
|
|
|
9.70
|
|
Forfeited
|
|
|
(5,333
|
)
|
|
|
|
|
|
|
(5,333
|
)
|
|
|
9.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2008
|
|
|
2,120,965
|
|
|
|
384,167
|
|
|
|
2,505,132
|
|
|
$
|
10.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
283,106
|
|
|
|
|
|
|
|
283,106
|
|
|
|
6.65
|
|
Vested
|
|
|
(135,115
|
)
|
|
|
|
|
|
|
(135,115
|
)
|
|
|
10.47
|
|
Forfeited
|
|
|
(16,748
|
)
|
|
|
|
|
|
|
(16,748
|
)
|
|
|
9.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
2,252,208
|
|
|
|
384,167
|
|
|
|
2,636,375
|
|
|
$
|
9.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Issued under our long-term incentive plans. |
|
(1) |
|
On September 10, 2007, in connection with the acquisition
of Mandate Pictures (see Note 9), two executives entered
into employment agreements with Lions Gate Films, Inc. Pursuant
to the employment agreements, the executives were granted an
aggregate of 287,500 restricted share units, which vest over a
three- to five-year period, based on continued employment and
262,500 restricted share units, which vest over a five-year
period, subject to the satisfaction of certain annual
performance targets. The restricted share units were granted
outside of our long-term incentive plans. |
The fair values of restricted share units are determined based
on the market value of the shares on the date of grant.
The following table summarizes the total remaining unrecognized
compensation cost as of December 31, 2008 related to
non-vested stock options and restricted share units and the
weighted average remaining years over which the cost will be
recognized:
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Weighted
|
|
|
|
Unrecognized
|
|
|
Average
|
|
|
|
Compensation
|
|
|
Remaining
|
|
|
|
Cost
|
|
|
Years
|
|
|
|
(Amounts in thousands)
|
|
|
|
|
|
Stock Options
|
|
$
|
6,449
|
|
|
|
2.1
|
|
Restricted Share Units
|
|
|
17,444
|
|
|
|
1.9
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
23,893
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under the Companys two stock option and long term
incentive plans, the Company withholds shares to satisfy certain
statutory federal, state and local tax withholding obligations
arising from the vesting of restricted share units. During the
nine months ended December 31, 2008, 208,025 shares
were withheld upon the vesting of restricted share units.
25
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 or
exercise 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 February 2, 2004, an officer of the Company was granted
1,000,000 stock appreciation rights (SARs), which
entitles the officer to receive cash equal to the amount by
which the trading price of the Companys common shares on
the exercise notice date exceeds the SARs price of $5.20
multiplied by the number of SARs exercised. These SARs are not
considered part of the Companys stock option and long term
incentive plans. The Company measures compensation expense based
on the fair value of the SARs, which is determined by using the
Black-Scholes option-pricing model at each reporting date. For
the three and nine months ended December 31, 2008, the
following assumptions were used in the Black-Scholes
option-pricing model: Volatility of 103.7%, Risk Free Rate of
0.11%, Expected Term of 0.1 years, and Dividend of 0%. At
December 31, 2008, the market price of the Companys
common shares was $5.50, the weighted average fair value of the
SARs was $0.82, and all 1,000,000 of the SARs had vested. Due to
the decrease in the market price of its common shares during the
quarter, the Company recorded a stock-based compensation benefit
in the amount of $2.7 million and $3.3 million in
general and administration expenses in the unaudited condensed
consolidated statements of operations for the three and nine
months ended December 31, 2008, respectively
(2007 decrease of expense of $0.9 million and
$1.9 million, respectively). The compensation benefit
amount in the period is calculated by using the fair value of
the SARs, multiplied by the remaining 850,000 SARs which have
fully vested (150,000 SARs were previously exercised and
expensed). At December 31, 2008, the Company has a
stock-based compensation liability accrual in the amount of
$0.7 million (March 31, 2008
$4.0 million) included in accounts payable and accrued
liabilities on the unaudited condensed consolidated balance
sheets relating to these SARs.
During the nine months ended December 31, 2008, a
non-employee was granted 250,000 SARs with an exercise price of
$11.16, which entitles the non-employee to receive cash equal to
the amount by which the trading price of common shares on the
exercise notice date exceeds the SARs price of $11.16
multiplied by the number of SARs exercised. The SARs vest over a
four-year period. The Company measures compensation cost based
on the fair value of the SARs, which is determined by using the
Black-Scholes option-pricing model at each reporting date. For
the nine months ended December 31, 2008, the following
assumptions were used in the Black-Scholes option-pricing model:
Volatility of 40%, Risk Free Rate of 1.0%, Expected Remaining
Term of 3.5 years, and Dividend of 0%. At December 31,
2008, the market price of the Companys common shares was
$5.50 and the weighted average fair value of the SARs was $0.55.
In connection with these SARs, the Company recorded a
stock-based compensation expense in the amount of
$0.1 million included in direct operating expenses in the
unaudited condensed consolidated statements of operations for
the nine months ended December 31, 2008. At
December 31, 2008, the Company has a stock-based
compensation liability accrual in the amount of
$0.1 million (March 31, 2008 nil) included
in accounts payable and accrued liabilities on the unaudited
condensed consolidated balance sheets relating to these SARs.
During the nine months ended December 31, 2008, a
non-employee was granted 750,000 SARs with exercise price of
$9.56, which entitles the non-employee to receive cash equal to
the amount by which the trading price of common shares on the
exercise notice date exceeds the SARs price of $9.56
multiplied by the number of SARs exercised. The SARs vest over a
three-year period based on the commencement of principal
photography of certain production of motion pictures. The
Company measures compensation cost based on the fair value of
the SARs, which is determined by using the Black-Scholes
option-pricing model at each reporting date. For the nine months
ended December 31, 2008, the following assumptions were
used in the Black-Scholes option-pricing model: Volatility of
40%, Risk Free Rate of 1.6%, Expected Remaining Term of
4.5 years, and Dividend of 0%. At December 31, 2008,
the market price of the Companys common shares was $5.50,
the weighted average fair value of the SARs was $1.01. The
Company recorded a portion of the fair value of the SARs, which
represents the progress towards commencement of principal
photography of the first production, of $0.1 million in
investment in films and television programs on the unaudited
condensed consolidated balance sheets. At December 31,
2008, the Company has a stock-based compensation liability
accrual in the amount of $0.1 million (March 31,
2008 nil) included in accounts payable and accrued
liabilities on the unaudited condensed consolidated balance
sheets relating to these SARs.
26
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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, home
entertainment 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.
Segmented information by business unit is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Amounts in thousands)
|
|
|
Segment revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
254,861
|
|
|
$
|
260,967
|
|
|
$
|
824,391
|
|
|
$
|
673,422
|
|
Television
|
|
|
69,166
|
|
|
|
38,041
|
|
|
|
178,813
|
|
|
|
176,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
324,027
|
|
|
$
|
299,008
|
|
|
$
|
1,003,204
|
|
|
$
|
849,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
164,566
|
|
|
$
|
107,928
|
|
|
$
|
423,075
|
|
|
$
|
253,654
|
|
Television
|
|
|
54,086
|
|
|
|
32,123
|
|
|
|
143,446
|
|
|
|
157,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
218,652
|
|
|
$
|
140,051
|
|
|
$
|
566,521
|
|
|
$
|
411,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution and marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
164,756
|
|
|
$
|
115,273
|
|
|
$
|
441,652
|
|
|
$
|
440,894
|
|
Television
|
|
|
5,644
|
|
|
|
4,542
|
|
|
|
17,130
|
|
|
|
11,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
170,400
|
|
|
$
|
119,815
|
|
|
$
|
458,782
|
|
|
$
|
452,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
11,593
|
|
|
$
|
10,961
|
|
|
$
|
36,468
|
|
|
$
|
29,493
|
|
Television
|
|
|
3,135
|
|
|
|
1,688
|
|
|
|
8,463
|
|
|
|
4,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14,728
|
|
|
$
|
12,649
|
|
|
$
|
44,931
|
|
|
$
|
34,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
(86,054
|
)
|
|
$
|
26,805
|
|
|
$
|
(76,804
|
)
|
|
$
|
(50,619
|
)
|
Television
|
|
|
6,301
|
|
|
|
(312
|
)
|
|
|
9,774
|
|
|
|
2,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(79,753
|
)
|
|
$
|
26,493
|
|
|
$
|
(67,030
|
)
|
|
$
|
(48,518
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of investment in films and television programs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
123,312
|
|
|
$
|
133,313
|
|
|
$
|
325,072
|
|
|
$
|
282,492
|
|
Television
|
|
|
22,820
|
|
|
|
5,749
|
|
|
|
146,236
|
|
|
|
115,281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
146,132
|
|
|
$
|
139,062
|
|
|
$
|
471,308
|
|
|
$
|
397,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Purchases of property and equipment amounted to
$0.7 million and $6.5 million for the three and nine
months ended December 31, 2008, respectively, and nil and
$2.7 million for the three and nine months ended
December 31, 2007, respectively, all primarily pertaining
to purchases for the Companys corporate headquarters.
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
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(Amounts in thousands)
|
|
|
Companys total segment profit (loss)
|
|
$
|
(79,753
|
)
|
|
$
|
26,493
|
|
|
$
|
(67,030
|
)
|
|
$
|
(48,518
|
)
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administration
|
|
|
(12,744
|
)
|
|
|
(14,857
|
)
|
|
|
(51,449
|
)
|
|
|
(46,658
|
)
|
Depreciation
|
|
|
(1,374
|
)
|
|
|
(954
|
)
|
|
|
(3,616
|
)
|
|
|
(2,900
|
)
|
Interest expense
|
|
|
(4,302
|
)
|
|
|
(4,085
|
)
|
|
|
(13,803
|
)
|
|
|
(12,170
|
)
|
Interest and other income
|
|
|
860
|
|
|
|
2,510
|
|
|
|
5,062
|
|
|
|
8,948
|
|
Gain on sale of equity securities
|
|
|
|
|
|
|
83
|
|
|
|
|
|
|
|
2,868
|
|
Gain on extinguishment of debt
|
|
|
3,549
|
|
|
|
|
|
|
|
3,549
|
|
|
|
|
|
Equity interests loss
|
|
|
(1,695
|
)
|
|
|
(1,248
|
)
|
|
|
(5,841
|
)
|
|
|
(3,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
$
|
(95,459
|
)
|
|
$
|
7,942
|
|
|
$
|
(133,128
|
)
|
|
$
|
(101,672
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth significant assets as broken down
by segment and other unallocated assets as of December 31,
2008 and March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
March 31, 2008
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
|
(Amounts in thousands)
|
|
|
Significant assets by segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
$
|
104,554
|
|
|
$
|
74,091
|
|
|
$
|
178,645
|
|
|
$
|
193,810
|
|
|
$
|
66,474
|
|
|
$
|
260,284
|
|
Investment in films and television programs
|
|
|
653,339
|
|
|
|
105,305
|
|
|
|
758,644
|
|
|
|
540,527
|
|
|
|
68,415
|
|
|
|
608,942
|
|
Goodwill
|
|
|
210,252
|
|
|
|
13,961
|
|
|
|
224,213
|
|
|
|
210,570
|
|
|
|
13,961
|
|
|
|
224,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
968,145
|
|
|
$
|
193,357
|
|
|
$
|
1,161,502
|
|
|
$
|
944,907
|
|
|
$
|
148,850
|
|
|
$
|
1,093,757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other unallocated assets (primarily cash and restricted
investments)
|
|
|
|
|
|
|
|
|
|
|
259,579
|
|
|
|
|
|
|
|
|
|
|
|
444,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
$
|
1,421,081
|
|
|
|
|
|
|
|
|
|
|
$
|
1,537,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
28
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
16.
|
Consolidating
Financial Information
|
In October 2004, the Company sold $150.0 million of the
2.9375% Notes through LGEI. The 2.9375% Notes, by
their terms, are fully and unconditionally guaranteed by the
Company.
In February 2005, the Company sold $175.0 million of the
3.625% Notes through LGEI. The 3.625% Notes, by their
terms, are fully and unconditionally guaranteed by the Company.
The following tables present unaudited condensed consolidating
financial information as of December 31, 2008 and
March 31, 2008, and for the nine months ended
December 31, 2008 and 2007 for (1) the Company, on a
stand-alone basis, (2) LGEI, on a stand-alone basis,
(3) the non-guarantor subsidiaries of the Company
(including the subsidiaries of LGEI), on a combined basis
(collectively, the Other Subsidiaries) and
(4) the Company, on a consolidated basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2008
|
|
|
|
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
|
|
$
|
10,724
|
|
|
$
|
87,235
|
|
|
$
|
32,754
|
|
|
$
|
|
|
|
$
|
130,713
|
|
Restricted cash
|
|
|
|
|
|
|
17,000
|
|
|
|
|
|
|
|
|
|
|
|
17,000
|
|
Restricted investments
|
|
|
|
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
7,000
|
|
Accounts receivable, net
|
|
|
121
|
|
|
|
1,230
|
|
|
|
177,294
|
|
|
|
|
|
|
|
178,645
|
|
Investment in films and television programs
|
|
|
66
|
|
|
|
6,749
|
|
|
|
751,888
|
|
|
|
(59
|
)
|
|
|
758,644
|
|
Property and equipment
|
|
|
|
|
|
|
15,417
|
|
|
|
1,150
|
|
|
|
|
|
|
|
16,567
|
|
Goodwill
|
|
|
10,173
|
|
|
|
|
|
|
|
214,040
|
|
|
|
|
|
|
|
224,213
|
|
Other assets
|
|
|
1,665
|
|
|
|
412,871
|
|
|
|
2,126
|
|
|
|
(328,363
|
)
|
|
|
88,299
|
|
Investment in subsidiaries
|
|
|
131,995
|
|
|
|
513,311
|
|
|
|
|
|
|
|
(645,306
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
154,744
|
|
|
$
|
1,060,813
|
|
|
$
|
1,179,252
|
|
|
$
|
(973,728
|
)
|
|
$
|
1,421,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity (Deficiency)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
213
|
|
|
$
|
17,676
|
|
|
$
|
246,550
|
|
|
$
|
|
|
|
$
|
264,439
|
|
Participation and residuals
|
|
|
158
|
|
|
|
815
|
|
|
|
408,446
|
|
|
|
|
|
|
|
409,419
|
|
Film and production obligations
|
|
|
66
|
|
|
|
|
|
|
|
297,077
|
|
|
|
|
|
|
|
297,143
|
|
Subordinated notes and other financing obligations
|
|
|
|
|
|
|
316,000
|
|
|
|
3,718
|
|
|
|
|
|
|
|
319,718
|
|
Deferred revenue
|
|
|
3
|
|
|
|
490
|
|
|
|
118,350
|
|
|
|
|
|
|
|
118,843
|
|
Intercompany payables (receivables)
|
|
|
(177,200
|
)
|
|
|
661,288
|
|
|
|
(63,415
|
)
|
|
|
(420,673
|
)
|
|
|
|
|
Intercompany equity
|
|
|
319,985
|
|
|
|
93,217
|
|
|
|
330,570
|
|
|
|
(743,772
|
)
|
|
|
|
|
Shareholders equity (deficiency)
|
|
|
11,519
|
|
|
|
(28,673
|
)
|
|
|
(162,044
|
)
|
|
|
190,717
|
|
|
|
11,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
154,744
|
|
|
$
|
1,060,813
|
|
|
$
|
1,179,252
|
|
|
$
|
(973,728
|
)
|
|
$
|
1,421,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended December 31, 2008
|
|
|
|
Lions Gate
|
|
|
Lions Gate
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment
|
|
|
Entertainment
|
|
|
Other
|
|
|
Consolidating
|
|
|
Lions Gate
|
|
|
|
Corp.
|
|
|
Inc.
|
|
|
Subsidiaries
|
|
|
Adjustments
|
|
|
Consolidated
|
|
|
|
(Amounts in thousands)
|
|
|
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
580
|
|
|
$
|
19,287
|
|
|
$
|
1,009,574
|
|
|
$
|
(26,237
|
)
|
|
$
|
1,003,204
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating
|
|
|
674
|
|
|
|
51
|
|
|
|
567,876
|
|
|
|
(2,080
|
)
|
|
|
566,521
|
|
Distribution and marketing
|
|
|
|
|
|
|
548
|
|
|
|
458,270
|
|
|
|
(36
|
)
|
|
|
458,782
|
|
General and administration
|
|
|
757
|
|
|
|
50,743
|
|
|
|
44,880
|
|
|
|
|
|
|
|
96,380
|
|
Depreciation
|
|
|
|
|
|
|
3,003
|
|
|
|
613
|
|
|
|
|
|
|
|
3,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,431
|
|
|
|
54,345
|
|
|
|
1,071,639
|
|
|
|
(2,116
|
)
|
|
|
1,125,299
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(851
|
)
|
|
|
(35,058
|
)
|
|
|
(62,065
|
)
|
|
|
(24,121
|
)
|
|
|
(122,095
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
15
|
|
|
|
12,760
|
|
|
|
1,028
|
|
|
|
|
|
|
|
13,803
|
|
Interest and other income
|
|
|
(170
|
)
|
|
|
(3,564
|
)
|
|
|
(1,328
|
)
|
|
|
|
|
|
|
(5,062
|
)
|
Gain on extinguishment of debt
|
|
|
|
|
|
|
(3,549
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,549
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses (income)
|
|
|
(155
|
)
|
|
|
5,647
|
|
|
|
(300
|
)
|
|
|
|
|
|
|
5,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES
|
|
|
(696
|
)
|
|
|
(40,705
|
)
|
|
|
(61,765
|
)
|
|
|
(24,121
|
)
|
|
|
(127,287
|
)
|
Equity interests income (loss)
|
|
|
(133,713
|
)
|
|
|
(83,035
|
)
|
|
|
(4,030
|
)
|
|
|
214,937
|
|
|
|
(5,841
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES
|
|
|
(134,409
|
)
|
|
|
(123,740
|
)
|
|
|
(65,795
|
)
|
|
|
190,816
|
|
|
|
(133,128
|
)
|
Income tax provision (benefit)
|
|
|
11
|
|
|
|
1,036
|
|
|
|
247
|
|
|
|
(2
|
)
|
|
|
1,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
(134,420
|
)
|
|
$
|
(124,776
|
)
|
|
$
|
(66,042
|
)
|
|
$
|
190,818
|
|
|
$
|
(134,420
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended December 31, 2008
|
|
|
|
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
|
|
$
|
52,992
|
|
|
$
|
(248,097
|
)
|
|
$
|
99,196
|
|
|
$
|
|
|
|
$
|
(95,909
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in equity method investees
|
|
|
|
|
|
|
|
|
|
|
(15,886
|
)
|
|
|
|
|
|
|
(15,886
|
)
|
Increase in loan receivables
|
|
|
|
|
|
|
(3,767
|
)
|
|
|
(25,000
|
)
|
|
|
|
|
|
|
(28,767
|
)
|
Purchases of property and equipment
|
|
|
|
|
|
|
(6,172
|
)
|
|
|
(293
|
)
|
|
|
|
|
|
|
(6,465
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACTIVITIES
|
|
|
|
|
|
|
(9,939
|
)
|
|
|
(41,179
|
)
|
|
|
|
|
|
|
(51,118
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
2,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,894
|
|
Amounts paid to satisfy tax withholding requirements on options
exercised
|
|
|
(3,134
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,134
|
)
|
Repurchases of common shares
|
|
|
(44,968
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(44,968
|
)
|
Increase in production obligations
|
|
|
|
|
|
|
|
|
|
|
126,420
|
|
|
|
|
|
|
|
126,420
|
|
Repayment of production obligations
|
|
|
|
|
|
|
|
|
|
|
(165,298
|
)
|
|
|
|
|
|
|
(165,298
|
)
|
Repayment of subordinated notes
|
|
|
|
|
|
|
(5,310
|
)
|
|
|
|
|
|
|
|
|
|
|
(5,310
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
|
|
(45,208
|
)
|
|
|
(5,310
|
)
|
|
|
(38,878
|
)
|
|
|
|
|
|
|
(89,396
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
7,784
|
|
|
|
(263,346
|
)
|
|
|
19,139
|
|
|
|
|
|
|
|
(236,423
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOREIGN EXCHANGE EFFECT ON CASH
|
|
|
(1,534
|
)
|
|
|
|
|
|
|
(2,919
|
)
|
|
|
|
|
|
|
(4,453
|
)
|
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD
|
|
|
4,474
|
|
|
|
350,581
|
|
|
|
16,534
|
|
|
|
|
|
|
|
371,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS END OF PERIOD
|
|
$
|
10,724
|
|
|
$
|
87,235
|
|
|
$
|
32,754
|
|
|
$
|
|
|
|
$
|
130,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008
|
|
|
|
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
|
|
$
|
4,474
|
|
|
$
|
350,581
|
|
|
$
|
16,534
|
|
|
$
|
|
|
|
$
|
371,589
|
|
Restricted cash
|
|
|
|
|
|
|
10,300
|
|
|
|
|
|
|
|
|
|
|
|
10,300
|
|
Restricted investments
|
|
|
|
|
|
|
6,927
|
|
|
|
|
|
|
|
|
|
|
|
6,927
|
|
Accounts receivable, net
|
|
|
344
|
|
|
|
|
|
|
|
260,635
|
|
|
|
(695
|
)
|
|
|
260,284
|
|
Investment in films and television programs
|
|
|
871
|
|
|
|
6,683
|
|
|
|
601,246
|
|
|
|
142
|
|
|
|
608,942
|
|
Property and equipment
|
|
|
|
|
|
|
12,428
|
|
|
|
1,185
|
|
|
|
|
|
|
|
13,613
|
|
Goodwill
|
|
|
10,173
|
|
|
|
|
|
|
|
214,358
|
|
|
|
|
|
|
|
224,531
|
|
Other assets
|
|
|
1,983
|
|
|
|
268,070
|
|
|
|
4,217
|
|
|
|
(232,698
|
)
|
|
|
41,572
|
|
Investment in subsidiaries
|
|
|
264,329
|
|
|
|
594,542
|
|
|
|
|
|
|
|
(858,871
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
282,174
|
|
|
$
|
1,249,531
|
|
|
$
|
1,098,175
|
|
|
$
|
(1,092,122
|
)
|
|
$
|
1,537,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity (Deficiency)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
540
|
|
|
$
|
31,913
|
|
|
$
|
212,980
|
|
|
$
|
(3
|
)
|
|
$
|
245,430
|
|
Participation and residuals
|
|
|
187
|
|
|
|
1,567
|
|
|
|
384,228
|
|
|
|
(136
|
)
|
|
|
385,846
|
|
Film and production obligations
|
|
|
78
|
|
|
|
|
|
|
|
277,938
|
|
|
|
|
|
|
|
278,016
|
|
Subordinated notes and other financing obligations
|
|
|
|
|
|
|
325,000
|
|
|
|
3,718
|
|
|
|
|
|
|
|
328,718
|
|
Deferred revenue
|
|
|
|
|
|
|
1,026
|
|
|
|
110,484
|
|
|
|
|
|
|
|
111,510
|
|
Intercompany payables (receivables)
|
|
|
(226,854
|
)
|
|
|
852,748
|
|
|
|
(218,788
|
)
|
|
|
(407,106
|
)
|
|
|
|
|
Intercompany equity
|
|
|
319,985
|
|
|
|
93,217
|
|
|
|
329,597
|
|
|
|
(742,799
|
)
|
|
|
|
|
Shareholders equity (deficiency)
|
|
|
188,238
|
|
|
|
(55,940
|
)
|
|
|
(1,982
|
)
|
|
|
57,922
|
|
|
|
188,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
282,174
|
|
|
$
|
1,249,531
|
|
|
$
|
1,098,175
|
|
|
$
|
(1,092,122
|
)
|
|
$
|
1,537,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended December 31, 2007
|
|
|
|
Lions Gate
|
|
|
Lions Gate
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment
|
|
|
Entertainment
|
|
|
Other
|
|
|
Consolidating
|
|
|
Lions Gate
|
|
|
|
Corp.
|
|
|
Inc.
|
|
|
Subsidiaries
|
|
|
Adjustments
|
|
|
Consolidated
|
|
|
|
(Amounts in thousands)
|
|
|
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
141
|
|
|
$
|
12,423
|
|
|
$
|
846,426
|
|
|
$
|
(9,496
|
)
|
|
$
|
849,494
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating
|
|
|
|
|
|
|
|
|
|
|
411,444
|
|
|
|
|
|
|
|
411,444
|
|
Distribution and marketing
|
|
|
|
|
|
|
1,414
|
|
|
|
451,095
|
|
|
|
|
|
|
|
452,509
|
|
General and administration
|
|
|
1,021
|
|
|
|
45,242
|
|
|
|
34,454
|
|
|
|
|
|
|
|
80,717
|
|
Depreciation
|
|
|
|
|
|
|
2
|
|
|
|
2,898
|
|
|
|
|
|
|
|
2,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,021
|
|
|
|
46,658
|
|
|
|
899,891
|
|
|
|
|
|
|
|
947,570
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(880
|
)
|
|
|
(34,235
|
)
|
|
|
(53,465
|
)
|
|
|
(9,496
|
)
|
|
|
(98,076
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expense (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
11,837
|
|
|
|
360
|
|
|
|
(27
|
)
|
|
|
12,170
|
|
Interest income
|
|
|
(169
|
)
|
|
|
(8,273
|
)
|
|
|
(533
|
)
|
|
|
27
|
|
|
|
(8,948
|
)
|
Gain on sale of equity securities
|
|
|
|
|
|
|
|
|
|
|
(2,868
|
)
|
|
|
|
|
|
|
(2,868
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses (income)
|
|
|
(169
|
)
|
|
|
3,564
|
|
|
|
(3,041
|
)
|
|
|
|
|
|
|
354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES
|
|
|
(711
|
)
|
|
|
(37,799
|
)
|
|
|
(50,424
|
)
|
|
|
(9,496
|
)
|
|
|
(98,430
|
)
|
Equity interests income (loss)
|
|
|
(103,726
|
)
|
|
|
(59,677
|
)
|
|
|
(3,171
|
)
|
|
|
163,332
|
|
|
|
(3,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES
|
|
|
(104,437
|
)
|
|
|
(97,476
|
)
|
|
|
(53,595
|
)
|
|
|
153,836
|
|
|
|
(101,672
|
)
|
Income tax provision (benefit)
|
|
|
(630
|
)
|
|
|
222
|
|
|
|
2,543
|
|
|
|
|
|
|
|
2,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
(103,807
|
)
|
|
$
|
(97,698
|
)
|
|
$
|
(56,138
|
)
|
|
$
|
153,836
|
|
|
$
|
(103,807
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended December 31, 2007
|
|
|
|
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
|
|
$
|
26,642
|
|
|
$
|
(67,338
|
)
|
|
$
|
(48,777
|
)
|
|
$
|
(1,740
|
)
|
|
$
|
(91,213
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments auction rate securities
|
|
|
|
|
|
|
(207,262
|
)
|
|
|
|
|
|
|
|
|
|
|
(207,262
|
)
|
Proceeds from the sale of investments auction rate
securities
|
|
|
|
|
|
|
444,641
|
|
|
|
|
|
|
|
|
|
|
|
444,641
|
|
Purchases of investments equity securities
|
|
|
|
|
|
|
|
|
|
|
(4,765
|
)
|
|
|
|
|
|
|
(4,765
|
)
|
Proceeds from the sale of investments equity
securities
|
|
|
|
|
|
|
16,343
|
|
|
|
7,692
|
|
|
|
|
|
|
|
24,035
|
|
Acquisition of Mandate, net of unrestricted cash acquired
|
|
|
|
|
|
|
(45,157
|
)
|
|
|
3,952
|
|
|
|
|
|
|
|
(41,205
|
)
|
Acquisition of Maple, net of unrestricted cash acquired
|
|
|
|
|
|
|
|
|
|
|
1,737
|
|
|
|
|
|
|
|
1,737
|
|
Investment in equity method investees
|
|
|
|
|
|
|
(3,099
|
)
|
|
|
(3,365
|
)
|
|
|
|
|
|
|
(6,464
|
)
|
Increase in loan receivables
|
|
|
|
|
|
|
(5,895
|
)
|
|
|
|
|
|
|
|
|
|
|
(5,895
|
)
|
Purchases of property and equipment
|
|
|
|
|
|
|
(1,408
|
)
|
|
|
(1,334
|
)
|
|
|
|
|
|
|
(2,742
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
|
|
|
|
|
|
198,163
|
|
|
|
3,917
|
|
|
|
|
|
|
|
202,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
864
|
|
Tax withholding requirements on equity awards
|
|
|
(4,723
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,723
|
)
|
Repurchases of common shares
|
|
|
(20,337
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,337
|
)
|
Borrowings under financing arrangements
|
|
|
|
|
|
|
|
|
|
|
3,718
|
|
|
|
|
|
|
|
3,718
|
|
Increase in production obligations
|
|
|
|
|
|
|
|
|
|
|
131,318
|
|
|
|
|
|
|
|
131,318
|
|
Repayment of production obligations
|
|
|
|
|
|
|
|
|
|
|
(91,339
|
)
|
|
|
|
|
|
|
(91,339
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
|
|
(24,196
|
)
|
|
|
|
|
|
|
43,697
|
|
|
|
|
|
|
|
19,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
2,446
|
|
|
|
130,825
|
|
|
|
(1,163
|
)
|
|
|
(1,740
|
)
|
|
|
130,368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOREIGN EXCHANGE EFFECT ON CASH
|
|
|
(927
|
)
|
|
|
(498
|
)
|
|
|
3,115
|
|
|
|
|
|
|
|
1,690
|
|
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD
|
|
|
1,908
|
|
|
|
28,347
|
|
|
|
21,242
|
|
|
|
|
|
|
|
51,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
END OF PERIOD
|
|
$
|
3,427
|
|
|
$
|
158,674
|
|
|
$
|
23,194
|
|
|
$
|
(1,740
|
)
|
|
$
|
183,555
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
LIONS
GATE ENTERTAINMENT CORP.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In January 2009, the Company entered into an Equity Purchase
Agreement (the Equity Purchase Agreement) with
Gemstar-TV
Guide International, Inc. (Gemstar), TV Guide
Entertainment Group, Inc. (TVGE), its parent
company, UV Corporation and Macrovision Solutions Corporation
(Macrovision), the ultimate parent company of
Gemstar, TVGE and UV Corporation, for the purchase by the
Company from UV Corporation of all of the issued and outstanding
equity interests of TVGE for approximately $255 million in
cash and assumed liabilities, subject to working capital and
other indebtedness adjustments, to be measured at closing, which
is expected to be on or about February 28, 2009. In
connection with the transaction, Gemstar will also transfer,
assign and license to the Company certain assets related to the
TV Guide Network and the TV Guide Online (tvguide.com) business.
The Company anticipates funding this acquisition through cash on
hand and available funds.
35
|
|
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 leading next generation filmed
entertainment studio with a diversified presence in the
production and distribution of motion pictures, television
programming, home entertainment, family entertainment,
video-on-demand
and digitally delivered content. We release approximately 12 to
15 motion pictures theatrically per year, which include films we
develop and produce in-house, as well as films that we acquire
from third parties. We also have produced approximately
76 hours of television programming on average for the last
three years, primarily prime time television series for the
cable and broadcast networks. We currently distribute our
library of approximately 8,000 motion picture titles and
approximately 4,000 television episodes and programs directly to
retailers, DVD rental stores, and pay and free television
channels in the United States (the U.S.), Canada,
the United Kingdom (the UK) and Ireland, through
various digital media platforms, and indirectly to other
international markets through our subsidiaries and various third
parties.
We own interests in Horror Entertainment, LLC, a multiplatform
programming and content service provider of horror genre films
(FEARnet), NextPoint, Inc., an online home
entertainment service provider (Break.com), Roadside
Attractions, LLC, an independent theatrical releasing company
(Roadside), Elevation Sales Limited, a UK based home
entertainment distributor (Elevation), Maple
Pictures Corp., a Canadian film, television and home
entertainment distributor (Maple Pictures), and
Studio 3 Partners, LLC, a premium television channel
(EPIX).
Our revenues are derived from the following business segments:
|
|
|
|
|
Motion Pictures, which includes Theatrical,
Home Entertainment, Television,
International Distribution and Mandate
Pictures.
|
|
|
|
|
|
Theatrical revenues are derived from the theatrical release of
motion pictures in the U.S. and Canada 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 consist of sale or rental of
packaged media (i.e., DVD and Blu-Ray) and electronic media
(EST) of our own productions and acquired films,
including theatrical releases and direct-to-video releases, to
retail stores and through digital media platforms. 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 international
subsidiaries from the licensing and sale of our productions,
acquired films, our catalog product or libraries of acquired
titles and revenue from our direct distribution to international
markets on a
territory-by-territory
basis. Our revenues are derived from the U.S., Canada, UK,
Australia and many other foreign countries; none of the foreign
countries individually comprised greater than 10% of total
revenue.
|
|
|
|
Mandate Pictures revenues include revenue from the sales and
licensing of domestic and worldwide rights of titles developed
or acquired by Mandate Pictures to third-party distributors as
well as various titles sold by Mandate International, LLC, one
of the Companys international divisions, to international
sub-distributors.
|
|
|
|
|
|
Television Productions, which includes the licensing and
syndication 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 home entertainment
product (i.e., packaged media and EST) consisting of television
production movies or series.
|
36
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. Participation
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, and 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.
|
|
|
|
Distribution and Marketing Expenses, which primarily include the
costs of theatrical prints and advertising and of
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. DVD duplication represent the cost of the DVD product
and the manufacturing costs associated with creating the
physical products. 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
Studio 3 Partners, LLC. In April 2008, the
Company formed a joint venture with Viacom Inc.
(Viacom), its Paramount Pictures unit
(Paramount Pictures) and
Metro-Goldwyn-Mayer
Studios Inc. (MGM) to create a premium television
channel and subscription
video-on-demand
service named EPIX. The new venture will have access
to the Companys titles released theatrically on or after
January 1, 2009. Viacom will provide operational support to
the venture, including marketing and affiliate services through
its MTV Networks division. Upon its expected launch in the fall
of 2009, the joint venture will provide the Company with an
additional platform to distribute its library of motion picture
titles and television episodes and programs. The Company has
invested $10.3 million as of December 31, 2008, which
represents 28.57% or its proportionate share of investment in
the joint venture. The Company has a mandatory commitment of
$31.4 million increasing to $42.9 million if certain
performance targets are achieved. The Company recorded its share
of the joint venture results on a one quarter lag, in the
current quarter.
Amended Credit Facility. In July 2008, the
Company entered into an amended credit facility, which provides
for a $340 million secured revolving credit facility, of
which $30 million may be utilized by two of the
Companys wholly owned foreign subsidiaries. The amended
credit facility expires July 25, 2013 and bears interest at
2.25% over the Adjusted LIBOR rate. At
December 31, 2008, the Company had no borrowings
(March 31, 2008 nil) under the credit facility.
The availability of funds under the credit facility is limited
by a borrowing base and also reduced by outstanding letters of
credit, which amounted to $22.7 million at
December 31, 2008. At December 31, 2008, there was
$317.3 million available under the amended credit facility.
The Company is required to pay a monthly commitment fee based
upon 0.50% per annum on the total credit facility of
$340 million less the amount drawn. This amended credit
facility amends and restates the Companys original
$215 million credit facility. Obligations under the credit
facility are secured by collateral (as defined in the credit
agreement) granted by the Company and certain subsidiaries of
the Company, as well as a pledge of equity interests in certain
of the Companys subsidiaries. The amended credit facility
contains a number of affirmative and negative covenants that,
among other things, require the Company to satisfy certain
financial covenants and restrict the ability of the Company to
incur additional debt, pay dividends and make distributions,
make certain investments and acquisitions, repurchase its stock
and prepay certain indebtedness, create liens, enter into
agreements with affiliates, modify the nature of its business,
enter into sale-leaseback transactions, transfer and sell
material assets and merge or consolidate.
TV Guide Purchase Agreement. In January 2009,
the Company entered into an Equity Purchase Agreement (the
Equity Purchase Agreement) with
Gemstar-TV
Guide International, Inc. (Gemstar), TV Guide
Entertainment Group, Inc. (TVGE), its parent
company, UV Corporation and Macrovision Solutions Corporation
(Macrovision), the ultimate parent company of
Gemstar, TVGE and UV Corporation, for the purchase by the
Company from UV Corporation of all of the issued and outstanding
equity interests of TVGE for approximately
37
$255 million in cash and assumed liabilities, subject to
working capital and other indebtedness adjustments, to be
measured at closing, which is expected to be on or about
February 28, 2009. In connection with the transaction,
Gemstar will also transfer, assign and license to the Company
certain assets related to the TV Guide Network and the TV Guide
Online (tvguide.com) business. The Company anticipates funding
this acquisition through cash on hand and available funds.
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, 2008 audited
consolidated financial statements.
Generally Accepted Accounting Principles
(GAAP). Our unaudited condensed
consolidated financial statements have been prepared in
accordance with U.S. GAAP.
Accounting for Films and Television
Programs. 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
Statement of Position
00-2,
Accounting by Producers or Distributors of Films
(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 20 years from the date of acquisition.
The Companys 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. The
Companys 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
participation costs based upon the actual results achieved or
new information as to anticipated revenue performance such as
(for home entertainment 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
consolidated statements of operations.
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
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
38
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
DVD 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 DVD 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 U.S., and in several
foreign jurisdictions. We account for income taxes according to
Statement of Financial Accounting Standards (SFAS)
SFAS 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 full 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. 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, 2007 and will be updating its assessment as
of December 31, 2008. 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 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
39
goodwill and liabilities, ultimately recorded in our balance
sheet 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
In May 2008, the Financial Accounting Standards Board (the
FASB) issued FASB Staff Position (FSP)
APB 14-1,
Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash
Settlement) (FSP APB
14-1).
FSP APB 14-1
clarifies that convertible debt instruments that may be settled
in cash upon either mandatory or optional conversion (including
partial cash settlement) are not addressed by paragraph 12
of APB Opinion No. 14, Accounting for Convertible Debt
and Debt issued with Stock Purchase Warrants. FSP APB
14-1
provides that issuers of such instruments should separately
account for the liability and equity components of those
instruments by allocating the proceeds at the date of issuance
of the instrument between the liability component and the
embedded conversion option (the equity component). The equity
component is recorded in equity and the reduction in the
principal amount (debt discount) is amortized as interest
expense over the expected life of the instrument using the
interest method. FSP APB
14-1 is
effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods
within those fiscal years. We will adopt FSP APB
14-1
beginning in the first quarter of fiscal 2010, and this standard
must be applied on a retrospective basis. We are evaluating the
impact that the adoption of FSP APB
14-1 will
have on our consolidated financial position and results of
operations.
In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations
(SFAS No. 141(R)).
SFAS No. 141(R) significantly changes the accounting
for business combinations in a number of areas including the
treatment of contingent consideration, preacquisition
contingencies, transaction costs, in-process research and
development and restructuring costs. In addition, under
SFAS No. 141(R), changes in an acquired entitys
deferred tax assets and uncertain tax positions after the
measurement period will impact income tax expense.
SFAS No. 141(R) is effective for fiscal years
beginning after December 15, 2008. We will adopt
SFAS No. 141(R) beginning in the first quarter of
fiscal 2010, which will change our accounting treatment for
business combinations on a prospective basis.
In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51
(SFAS No. 160). SFAS No. 160
changes the accounting and reporting for minority interests,
which will be recharacterized as noncontrolling interests and
classified as a component of equity. This new consolidation
method significantly changes the accounting for transactions
with minority interest holders. SFAS No. 160 is
effective for fiscal years beginning after December 15,
2008. We will adopt SFAS No. 160 beginning in the
first quarter of fiscal 2010. We are evaluating the impact that
the adoption of SFAS No. 160 will have on our
consolidated financial position and results of operations.
Results
of Operations
Three
Months Ended December 31, 2008 Compared to Three Months
Ended December 31, 2007
Consolidated revenues this quarter of $324.0 million
increased $25.0 million, or 8.4%, compared to
$299.0 million in the prior years quarter. Motion
pictures revenue of $254.9 million this quarter decreased
$6.1 million, or 2.3%, compared to $261.0 million in
the prior years quarter. Television revenues of
$69.2 million this quarter increased $31.2 million, or
82.1%, compared to $38.0 million in the prior years
quarter.
40
Our largest component of revenue comes from home entertainment.
The following table sets forth total home entertainment revenue
for both the Motion Pictures and Television Production reporting
segments for the three-month periods ended December 31,
2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase (Decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
Home Entertainment Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Picture
|
|
$
|
94.6
|
|
|
$
|
107.4
|
|
|
$
|
(12.8
|
)
|
|
|
(11.9
|
)%
|
Television Production
|
|
|
6.9
|
|
|
|
7.2
|
|
|
|
(0.3
|
)
|
|
|
(4.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
101.5
|
|
|
$
|
114.6
|
|
|
$
|
(13.1
|
)
|
|
|
(11.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion
Pictures Revenue
The decrease in motion pictures revenue this quarter was mainly
attributable to decreases in home entertainment, international,
and Mandate Pictures revenue, offset by increases in theatrical
and television revenue. The following table sets forth the
components of revenue for the motion pictures reporting segment
for the three-month periods ended December 31, 2008 and
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase (Decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
Motion Pictures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theatrical
|
|
$
|
69.3
|
|
|
$
|
63.8
|
|
|
$
|
5.5
|
|
|
|
8.6
|
%
|
Home Entertainment
|
|
|
94.6
|
|
|
|
107.4
|
|
|
|
(12.8
|
)
|
|
|
(11.9
|
)%
|
Television
|
|
|
39.0
|
|
|
|
31.3
|
|
|
|
7.7
|
|
|
|
24.6
|
%
|
International
|
|
|
41.1
|
|
|
|
44.6
|
|
|
|
(3.5
|
)
|
|
|
(7.8
|
)%
|
Mandate Pictures
|
|
|
8.3
|
|
|
|
12.5
|
|
|
|
(4.2
|
)
|
|
|
(33.6
|
)%
|
Other
|
|
|
2.6
|
|
|
|
1.4
|
|
|
|
1.2
|
|
|
|
85.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
254.9
|
|
|
$
|
261.0
|
|
|
$
|
(6.1
|
)
|
|
|
(2.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
The following table sets forth the titles contributing
significant motion pictures revenue for the three-month periods
ended December 31, 2008 and 2007:
|
|
|
|
|
|
|
Three Months Ended December 31,
|
2008
|
|
2007
|
|
|
Theatrical and DVD
|
|
|
|
Theatrical and DVD
|
Title
|
|
Release Date
|
|
Title
|
|
Release Date
|
|
Theatrical:
|
|
|
|
Theatrical:
|
|
|
Religulous
|
|
October 2008
|
|
3:10 to Yuma
|
|
September 2007
|
Saw V
|
|
October 2008
|
|
Good Luck Chuck
|
|
September 2007
|
The Spirit
|
|
December 2008
|
|
Saw IV
|
|
October 2007
|
Transporter III
|
|
November 2008
|
|
Why Did I Get
|
|
|
W.
|
|
October 2008
|
|
Married? Feature
|
|
October 2007
|
Home Entertainment:
|
|
|
|
Home Entertainment:
|
|
|
Beer for My Horses
|
|
November 2008
|
|
Bratz: The Movie
|
|
November 2007
|
Rambo
|
|
May 2008
|
|
Captivity
|
|
October 2007
|
The Bank Job
|
|
July 2008
|
|
Delta Farce
|
|
September 2007
|
The Forbidden
|
|
|
|
Saw III
|
|
January 2007
|
Kingdom
|
|
September 2008
|
|
Skinwalkers
|
|
November 2007
|
War
|
|
January 2008
|
|
The Condemned
|
|
September 2007
|
|
|
|
Television:
|
|
Television:
|
Meet the Browns
|
|
Crash
|
Rambo
|
|
Daddys Little Girls
|
The Bank Job
|
|
Happily NEver After
|
The Eye
|
|
Pride
|
International:
|
|
International:
|
Conan the Barbarian
|
|
Catacombs
|
Punisher: War Zone
|
|
Good Luck Chuck
|
Saw V
|
|
Saw IV
|
The Eye
|
|
War
|
Mandate Pictures:
|
|
Mandate Pictures:
|
Juno
|
|
30 Days of Night
|
Nick and Norahs Infinite Playlist
|
|
Juno
|
Passengers
|
|
Mr. Magoriums Wonder Emporium
|
|
|
The Boogeyman 2
|
Theatrical revenue of $69.3 million increased
$5.5 million, or 8.6%, in this quarter as compared to the
prior years quarter. In this quarter, the titles listed in
the above table as contributing significant theatrical revenue
represented individually between 7% and 38% of total theatrical
revenue and, in the aggregate, approximately 89%, or
$61.7 million of total theatrical revenue. In the prior
years quarter, the titles listed in the above table as
contributing significant theatrical revenue represented
individually between 8% and 45% of total theatrical revenue and,
in the aggregate, approximately 100%, or $64.2 million of
total theatrical revenue.
Home entertainment revenue from the motion picture reporting
segment of $94.6 million decreased $12.8 million, or
11.9%, in this quarter as compared to the prior years
quarter. The decrease is primarily due to a decrease in the
amount of home entertainment product sold and the number of
significant titles released in the quarter. The amount of home
entertainment product sold decreased due to the performance of
the titles listed in the above table.
42
The titles listed above as contributing significant home
entertainment revenue in the current quarter represented
individually between 2% and 7% of total home entertainment
revenue and, in the aggregate, 20%, or $18.8 million of
total home entertainment revenue for the quarter. In the prior
years quarter, the titles listed above as contributing
significant home entertainment revenue represented individually
between 3% and 12% of total home entertainment revenue and, in
the aggregate, 30%, or $31.7 million of total home
entertainment revenue for the quarter. In the current quarter,
$75.8 million, or 80%, of total home entertainment revenue
was contributed by titles that individually make up less than 2%
of total home entertainment revenue, and in the prior
years quarter this amounted to $75.7 million, or 70%,
of total home entertainment revenue.
Television revenue included in motion pictures revenue of
$39.0 million in this quarter increased $7.7 million,
or 24.6%, compared to the prior years quarter. In this
quarter, the titles listed above as contributing significant
television revenue represented individually between 5% and 28%
of total television revenue and, in the aggregate, 63% or
$24.7 million of total television revenue for the quarter.
In the prior years quarter, the titles listed above as
contributing significant television revenue represented
individually between 7% and 27% of total television revenue and,
in the aggregate, 58%, or $18.2 million of total television
revenue for the quarter. In the current quarter,
$14.3 million, or 37%, of total television revenue was
contributed by titles that individually make up less than 5% of
total television revenue, and in the prior years quarter,
this amounted to $13.1 million, or 42%, of total television
revenue for the quarter.
International revenue of $41.1 million decreased
$3.5 million, or 7.8%, in this quarter as compared to the
prior years quarter. Lionsgate UK contributed
$14.9 million, or 36.3% of international revenue in the
current quarter, which included revenues from My Best
Friends Girl, Saw IV, Saw V, The Bank Job, The Edge
of Love, and The Forbidden Kingdom, compared to
$22.4 million, or 50.2%, of total international revenue in
the prior years quarter. In this quarter, the titles
listed in the table above as contributing significant
international revenue, excluding revenue generated from these
titles by Lionsgate UK, represented individually between 3% and
19% of total international revenue and, in the aggregate, 43%,
or $17.7 million, of total international revenue for the
quarter. In the prior years quarter, the titles listed in
the table above as contributing significant revenue represented
individually between 4% and 11% of total international revenue
and, in the aggregate, 31%, or $13.8 million, of total
international revenue for the quarter.
Mandate Pictures revenue includes revenue from the sales and
licensing of domestic and worldwide rights of titles developed
or acquired by Mandate Pictures to third-party distributors or
international sub-distributors. International revenue from
Mandate Pictures titles is included in Mandate Pictures revenue
in the table above. In the current quarter, the revenue from
Mandate Pictures, acquired in September 2007, amounted to
$8.3 million, as compared to $12.5 million in the
prior years quarter. In this quarter, the titles listed in
the table above as contributing significant Mandate Pictures
revenue represented individually between 9% and 59% of total
Mandate Pictures revenue and, in the aggregate, 88%, or
$7.3 million, of total Mandate Pictures revenue for the
quarter. In the prior years quarter, the titles listed in
the table above as contributing significant Mandate Pictures
revenue represented individually between 7% and 52% of total
Mandate Pictures revenue and, in the aggregate, 94%, or
$11.8 million, of total Mandate Pictures revenue for the
quarter.
43
Television
Revenue
The following table sets forth the components and the changes in
the components of revenue that make up television production
revenue for the three-month periods ended December 31, 2008
and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase (Decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
Television Production
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic series licensing
|
|
$
|
56.8
|
|
|
$
|
21.7
|
|
|
$
|
35.1
|
|
|
|
161.8
|
%
|
Domestic television movies and miniseries
|
|
|
|
|
|
|
0.1
|
|
|
|
(0.1
|
)
|
|
|
(100.0
|
)%
|
International
|
|
|
5.4
|
|
|
|
8.9
|
|
|
|
(3.5
|
)
|
|
|
(39.3
|
)%
|
Home entertainment releases of television production
|
|
|
6.9
|
|
|
|
7.2
|
|
|
|
(0.3
|
)
|
|
|
(4.2
|
)%
|
Other
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
69.2
|
|
|
$
|
38.0
|
|
|
$
|
31.2
|
|
|
|
82.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic series licensing revenue of $56.8 million
increased by $35.1 million in the current quarter, compared
to domestic series licensing revenue of $21.7 million in
the prior years quarter, primarily due to an increase in
television episodes delivered and from $14.5 million of
revenue generated from the Companys joint venture with Ish
Entertainment, LLC (Ish Entertainment), which
produced the domestic series Paris Hiltons My New
BFF and 50 Cent: The Money and the Power. In
addition, revenues included in domestic series licensing from
the Companys television syndication subsidiary,
Debmar-Mercury, LLC (Debmar-Mercury), increased
$1.6 million to $12.1 million from $10.5 million
in the prior years quarter. The following table sets forth
the number of television episodes and hours delivered in the
three months ended December 31, 2008 and 2007,
respectively, excluding television episodes delivered by
Debmar-Mercury:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
December 31, 2007
|
|
|
|
|
|
|
Episodes
|
|
|
Hours
|
|
|
|
|
|
|
|
Episodes
|
|
|
Hours
|
|
|
Crash TV Series Season 1
|
|
|
1hr
|
|
|
|
13
|
|
|
|
13.0
|
|
|
Mad Men Season 1
|
|
|
1hr
|
|
|
|
1
|
|
|
|
1.0
|
|
Mad Men Season 2
|
|
|
1hr
|
|
|
|
3
|
|
|
|
3.0
|
|
|
Wildfire Season 4
|
|
|
1hr
|
|
|
|
2
|
|
|
|
2.0
|
|
Scream Queens
|
|
|
1hr
|
|
|
|
8
|
|
|
|
8.0
|
|
|
Weeds Season 3
|
|
|
1/2hr
|
|
|
|
3
|
|
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
24.0
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
4.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the three months ended December 31, 2008, the television
episodes listed in the table above represented individually
between 9% and 30% of domestic series revenue and, in the
aggregate, 50%, or $28.4 million of total television
revenue for the quarter. In the three months ended
December 31, 2007, the television episodes listed above
represented individually between 10% and 25% of domestic series
revenue and, in the aggregate, 46%, or $9.9 million of
total television revenue for the quarter.
International revenue of $5.4 million decreased by
$3.5 million in the current quarter compared to
international revenue of $8.9 million in the prior
years quarter. International revenue in the current
quarter includes revenue primarily from Mad Men Season 1
and Mad Men Season 2, and international revenue in
the prior years quarter includes revenue from The Dead
Zone Season 1, Mad Men Season 1,and Weeds Season 2.
44
Direct
Operating Expenses
The following table sets forth direct operating expenses by
segment for the three months ended December 31, 2008 and
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
|
(Amounts in millions)
|
|
|
Direct operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of films and television programs
|
|
$
|
86.2
|
|
|
$
|
42.7
|
|
|
$
|
128.9
|
|
|
$
|
56.2
|
|
|
$
|
22.1
|
|
|
$
|
78.3
|
|
Participation and residual expense
|
|
|
75.6
|
|
|
|
11.1
|
|
|
|
86.7
|
|
|
|
50.9
|
|
|
|
10.5
|
|
|
|
61.4
|
|
Amortization of acquired intangible assets
|
|
|
0.2
|
|
|
|
|
|
|
|
0.2
|
|
|
|
0.4
|
|
|
|
|
|
|
|
0.4
|
|
Other expenses
|
|
|
2.6
|
|
|
|
0.3
|
|
|
|
2.9
|
|
|
|
0.4
|
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
164.6
|
|
|
$
|
54.1
|
|
|
$
|
218.7
|
|
|
$
|
107.9
|
|
|
$
|
32.2
|
|
|
$
|
140.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating expenses as a percentage of segment revenues
|
|
|
64.6
|
%
|
|
|
78.2
|
%
|
|
|
67.5
|
%
|
|
|
41.3
|
%
|
|
|
84.7
|
%
|
|
|
46.9
|
%
|
Direct operating expenses of the motion pictures segment of
$164.6 million for this quarter were 64.6% of motion
pictures revenue, compared to $107.9 million, or 41.3%, of
motion pictures revenue for the prior years quarter. The
increase in direct operating expense of the motion pictures
segment in the current quarter as a percent of revenue is due
primarily to $22.6 million of charges for write-downs of
investment in film and a $20.3 million participation
reserve in connection with a home entertainment library
distribution contract of family entertainment titles entered
into in the current fiscal year, resulting from the actual and
expected future underperformance of the titles in this library.
In the prior year quarter, there were $5.1 million of
write-downs of investment in film costs. In addition, the
performance of the titles from the fiscal 2008 and
2009 theatrical releases in the current quarter as compared
to the prior years quarter contributed to the increase in
the percentage of direct operating expenses as a percent of
revenue. In the current quarter, approximately
$19.1 million of charges for write-downs of investment in
film were due to the lower than anticipated performance of three
titles that have not yet been released, and $2.8 million of
write-downs is a result of the decrease in value of a library
acquired during the acquisition of Mandate Pictures due to the
underperformance of those titles. In the prior years
quarter, approximately $4.2 million of the write down
related to one motion picture.
Direct operating expenses of the television segment of
$54.1 million for this quarter were 78.2% of television
revenue, compared to $32.2 million, or 84.7%, of television
revenue for the prior years quarter. The increase in
direct operating expense of the television segment in the
quarter is due to higher television production revenue. The
decrease in direct operating expenses of the television segment
in the current quarter as a percent of revenue is due to a
greater portion of revenue attributed to more successful shows,
such as Weeds, House of Payne and Mad Men. In the
current quarter, $3.1 million of write-downs of investment
in film costs was included in amortization of television
programs, compared to $3.3 million in the prior years
quarter, both associated with a respective television series.
45
Distribution
and Marketing Expenses
The following table sets forth distribution and marketing
expenses by segment for the three months ended December 31,
2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
|
(Amounts in millions)
|
|
|
Distribution and marketing expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theatrical
|
|
$
|
104.0
|
|
|
$
|
|
|
|
$
|
104.0
|
|
|
$
|
50.4
|
|
|
$
|
|
|
|
$
|
50.4
|
|
Home Entertainment
|
|
|
42.4
|
|
|
|
1.9
|
|
|
|
44.3
|
|
|
|
47.8
|
|
|
|
2.4
|
|
|
|
50.2
|
|
Television
|
|
|
1.0
|
|
|
|
2.7
|
|
|
|
3.7
|
|
|
|
0.6
|
|
|
|
1.1
|
|
|
|
1.7
|
|
International
|
|
|
16.4
|
|
|
|
0.9
|
|
|
|
17.3
|
|
|
|
16.3
|
|
|
|
1.0
|
|
|
|
17.3
|
|
Other
|
|
|
1.0
|
|
|
|
0.1
|
|
|
|
1.1
|
|
|
|
0.2
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
164.8
|
|
|
$
|
5.6
|
|
|
$
|
170.4
|
|
|
$
|
115.3
|
|
|
$
|
4.5
|
|
|
$
|
119.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The majority of distribution and marketing expenses relate to
the motion pictures segment. Theatrical prints and advertising
(P&A) in the motion pictures segment in the
current quarter of $104.0 million increased
$53.6 million, or 106.3%, compared to $50.4 million in
the prior years quarter. Domestic theatrical P&A from
the motion pictures segment in this quarter included P&A
incurred on the release of My Bloody Valentine
3-D,
Punisher: War Zone, Saw V, Transporter III, and The
Spirit, which individually represented between 9% and 27% of
total theatrical P&A and, in the aggregate, accounted for
92% of the total theatrical P&A. My Bloody Valentine
3-D was
released subsequent to December 31, 2008, on
January 16, 2009 and therefore, did not have significant
revenue for the current quarter. Domestic theatrical P&A
from the motion pictures segment in the prior years
quarter included P&A incurred on the release of titles such
as 3:10 to Yuma, Rambo, Saw IV, The Eye, and Why Did I
Get Married?, which individually represented between 7% and
45% of total theatrical P&A and, in the aggregate,
accounted for 97% of the total theatrical P&A. In the prior
years quarter, theatrical P&A incurred on
Rambo and The Eye represented a combined 15% of
total theatrical P&A; however, the titles did not have
significant revenue for the quarter as they were released
subsequent to December 31, 2007, on January 25, 2008
and February 1, 2008, respectively.
Home entertainment distribution and marketing costs on motion
pictures and television product in this quarter of
$44.3 million decreased $5.9 million, or 11.8%,
compared to $50.2 million in the prior years quarter.
The decrease in home entertainment distribution and marketing
costs is mainly due to the decrease in revenue in the current
quarter compared to the prior years quarter. Home
entertainment distribution and marketing costs as a percentage
of home entertainment revenues was 43.6% and 43.8% in the
current quarter and prior years quarter, respectively.
International distribution and marketing expenses in this
quarter includes $14.6 million of distribution and
marketing costs from Lionsgate UK, compared to
$14.4 million in the prior years quarter.
46
General
and Administrative Expenses
The following table sets forth general and administrative
expenses by segment for the three months ended December 31,
2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase (Decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
11.6
|
|
|
$
|
11.0
|
|
|
$
|
0.6
|
|
|
|
5.5
|
%
|
Television
|
|
|
3.1
|
|
|
|
1.7
|
|
|
|
1.4
|
|
|
|
82.4
|
%
|
Corporate
|
|
|
12.8
|
|
|
|
14.8
|
|
|
|
(2.0
|
)
|
|
|
(13.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
27.5
|
|
|
$
|
27.5
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses as a percentage of revenue
|
|
|
8.5
|
%
|
|
|
9.2
|
%
|
|
|
|
|
|
|
|
|
The increase in general and administrative expenses of the
motion pictures segment of $0.6 million, or 5.5%, is
primarily due to increases in salaries and related expenses,
increases in general and administrative expenses associated with
our recent acquisitions, offset by decreases in other overhead
costs and by increased capitalized film production costs that
are directly attributable to motion picture productions. The
following table sets forth the change in general and
administrative expenses for the motion pictures reporting
segment for the three months ended December 31, 2008 and
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase
|
|
|
|
2008
|
|
|
2007
|
|
|
(Decrease)
|
|
|
|
(Amounts in millions)
|
|
|
General and Administrative Expenses Motion Pictures
|
|
|
|
|
|
|
|
|
|
|
|
|
Mandate Pictures (acquired September 2007)
|
|
$
|
1.4
|
|
|
$
|
1.2
|
|
|
$
|
0.2
|
|
Maple Pictures (consolidated July 2007)
|
|
|
1.0
|
|
|
|
0.9
|
|
|
|
0.1
|
|
Lionsgate UK
|
|
|
1.4
|
|
|
|
1.2
|
|
|
|
0.2
|
|
Salaries and related expenses
|
|
|
7.6
|
|
|
|
6.1
|
|
|
|
1.5
|
|
Other overhead
|
|
|
2.3
|
|
|
|
2.5
|
|
|
|
(0.2
|
)
|
Capitalized film production costs
|
|
|
(2.1
|
)
|
|
|
(0.9
|
)
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
11.6
|
|
|
$
|
11.0
|
|
|
$
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized film production costs, which increased
$1.2 million in the current quarter compared to the prior
years quarter, consisted of an increase of
$0.7 million of film production costs associated with
pictures produced by Mandate Pictures and the remaining
$0.5 million was from increases in other salaries and
related expenses and other general overhead costs directly
attributable to motion picture productions.
The increase in general and administrative expenses of the
television segment of $1.4 million is due to general and
administrative expense increases related to our Debmar-Mercury
subsidiary of $0.3 million, additional costs associated
with the start up of our Asian television venture of
$0.7 million, and increases in other general overhead
costs. In the current quarter, $1.7 million of television
production overhead was capitalized of which $0.5 million
was associated with productions of our new reality television
venture compared to $0.9 million in the prior years
quarter.
The decrease in corporate general and administrative expenses of
$2.0 million, or 13.5%, is primarily due to a decrease in
salaries and related expenses of approximately
$1.3 million, a decrease in stock-based compensation of
approximately $1.0 million, a decrease in professional fees
of approximately $0.1 million, offset by an increase in
other general overhead costs of $0.4 million primarily
related to rents and facility expenses.
47
The following table sets forth stock based compensation expense
(benefit) for the three months ended December 31, 2008 and
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase (Decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
Stock Based Compensation Expense (Benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
$
|
(0.1
|
)
|
|
|
(11.1
|
)%
|
Restricted share units
|
|
|
3.3
|
|
|
|
2.4
|
|
|
|
0.9
|
|
|
|
37.5
|
%
|
Stock appreciation rights
|
|
|
(2.7
|
)
|
|
|
(0.9
|
)
|
|
|
(1.8
|
)
|
|
|
200.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.4
|
|
|
$
|
2.4
|
|
|
$
|
(1.0
|
)
|
|
|
(41.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2008, as disclosed in Note 13 to the
unaudited condensed consolidated financial statements, there
were unrecognized compensation costs of approximately
$23.9 million related to stock options and restricted share
units previously granted, including annual installments of share
grants that were subject to performance targets, which will be
expensed over the remaining vesting periods. At
December 31, 2008, 1,056,548 shares of restricted
share units have been awarded to four key executive officers,
the vesting of which will be subject to performance targets to
be set annually by the Compensation Committee of the Board of
Directors of the Company. These restricted share units will vest
in three, four, and five annual installments assuming annual
performance targets have been met. The fair value of the
1,056,548 shares whose future annual performance targets
have not been set was $5.8 million, based on the market
price of the Companys common shares as of
December 31, 2008. The market value will be remeasured when
the annual performance criteria are set and the value will be
expensed over the remaining vesting periods once it becomes
probable that the performance targets will be satisfied.
Depreciation
and Other Expenses (Income)
Depreciation of $1.4 million this quarter increased
$0.4 million, or 40.0%, from $1.0 million in the prior
years quarter.
Interest expense of $4.3 million this quarter increased
$0.2 million, or 4.9%, from $4.1 million in the prior
years quarter.
Interest and other income was $0.9 million this quarter,
compared to $2.5 million in the prior years quarter.
Interest and other income this quarter was earned on the cash
balance and restricted investments held during the three months
ended December 31, 2008.
Gain on sale of equity securities was nil this quarter, compared
to $0.1 million in the prior years quarter primarily
from the sale of shares in Magna Pacific Holdings
(Magna), an Australian film distributor.
Gain on extinguishment of debt was $3.5 million for the
current quarter, resulting from the repurchase of
$9.0 million of the 3.625% Notes, compared to nil in
the prior years quarter.
The Companys equity interests in this quarter included a
$1.4 million loss from the Companys 33.33% equity
interest in FEARnet, a loss of $0.2 million from the
Companys 42% equity interest in Break.com, income of
$0.1 million from the Companys 43% equity interest in
Roadside, and a $0.2 million loss from the Companys
28.57% equity interest in EPIX. For the three months ended
December 31, 2007, equity interests included a
$1.3 million loss from the Companys 33.33% equity
interest in FEARnet, income of less than $0.1 million from
the Companys 42% equity interest in Break.com, a less than
$0.1 million loss from the Companys 43% equity
interest in Roadside, and income of less than $0.1 million
from the Companys 50% equity interest in Elevation.
The Company had an income tax benefit of $2.0 million, or
2.1% of loss before income taxes in the three months ended
December 31, 2008, compared to an expense of
$0.6 million, or 7.9% of income before income taxes in the
three months ended December 31, 2007. The tax benefit
reflected in the current quarter is primarily attributable to
U.S. and Canadian income taxes and foreign withholding
taxes. The Companys actual annual
48
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, and state and local income taxes. Income tax loss
carryforwards amount to approximately $70.8 million for
U.S. federal income tax purposes available to reduce income
taxes over twenty years, $46.2 million for U.S. state
income tax purposes available to reduce income taxes over future
years with varying expirations, $21.6 million for Canadian
income tax purposes available to reduce income taxes over
19 years with varying expirations, and $19.8 million
for UK income tax purposes available indefinitely to reduce
future income taxes.
Net loss for the three months ended December 31, 2008 was
$93.4 million, or basic and diluted net loss per common
share of $0.81 on 115.8 million weighted average shares
outstanding. This compares to net income for the three months
ended December 31, 2007 of $7.3 million or basic net
income per common share of $0.06 on 118.9 million weighted
average common shares outstanding. Diluted net income per common
share for the three months ended December 31, 2007 was
$0.06 on 120.3 million weighted average common shares
outstanding.
Nine
Months Ended December 31, 2008 Compared to Nine Months
Ended December 31, 2007
Consolidated revenues for the nine months ended
December 31, 2008 of $1.0 billion increased
$153.7 million, or 18.1%, compared to $849.5 million
in the nine months ended December 31, 2007. Motion pictures
revenue of $824.4 million for the current nine-month period
increased $151.0 million, or 22.4%, compared to
$673.4 million in the prior years period. Television
revenues of $178.8 million this period increased
$2.7 million, or 1.5%, compared to $176.1 million in
the prior years period.
Our largest component of revenue comes from home entertainment.
The following table sets forth total home entertainment revenue
for both the Motion Pictures and Television Production reporting
segments for the nine-month periods ended December 31, 2008
and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase (Decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
Home Entertainment Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Picture
|
|
$
|
411.0
|
|
|
$
|
337.9
|
|
|
$
|
73.1
|
|
|
|
21.6
|
%
|
Television Production
|
|
|
29.0
|
|
|
|
17.8
|
|
|
|
11.2
|
|
|
|
62.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
440.0
|
|
|
$
|
355.7
|
|
|
$
|
84.3
|
|
|
|
23.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49
Motion
Pictures Revenue
The increase in motion pictures revenue this period was mainly
attributable to increases in home entertainment, television,
Mandate Pictures and, to a lesser extent, increases in
theatrical and international revenue. The following table sets
forth the components of revenue for the motion pictures
reporting segment for the nine-month periods ended
December 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase (Decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
Motion Pictures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theatrical
|
|
$
|
133.9
|
|
|
$
|
128.1
|
|
|
$
|
5.8
|
|
|
|
4.5
|
%
|
Home Entertainment
|
|
|
411.0
|
|
|
|
337.9
|
|
|
|
73.1
|
|
|
|
21.6
|
%
|
Television
|
|
|
129.8
|
|
|
|
91.3
|
|
|
|
38.5
|
|
|
|
42.2
|
%
|
International
|
|
|
103.9
|
|
|
|
98.3
|
|
|
|
5.6
|
|
|
|
5.7
|
%
|
Mandate Pictures
|
|
|
38.0
|
|
|
|
12.7
|
|
|
|
25.3
|
|
|
|
199.2
|
%
|
Other
|
|
|
7.8
|
|
|
|
5.1
|
|
|
|
2.7
|
|
|
|
52.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
824.4
|
|
|
$
|
673.4
|
|
|
$
|
151.0
|
|
|
|
22.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth the titles contributing
significant motion pictures revenue for the nine-month periods
ended December 31, 2008 and 2007:
|
|
|
|
|
|
|
Nine Months Ended December 31,
|
2008
|
|
2007
|
|
|
Theatrical and DVD
|
|
|
|
Theatrical and DVD
|
Title
|
|
Release Date
|
|
Title
|
|
Release Date
|
|
Theatrical:
|
|
|
|
Theatrical:
|
|
|
My Best Friends Girl
|
|
September 2008
|
|
3:10 to Yuma
|
|
September 2007
|
Saw V
|
|
October 2008
|
|
Good Luck Chuck
|
|
September 2007
|
The Family That Preys
|
|
September 2008
|
|
Hostel II
|
|
June 2007
|
The Forbidden Kingdom
|
|
April 2008
|
|
Saw IV
|
|
October 2007
|
Transporter III
|
|
November 2008
|
|
War
|
|
August 2007
|
W.
|
|
October 2008
|
|
Why Did I Get Married?
Feature
|
|
October 2007
|
Home Entertainment:
|
|
|
|
Home Entertainment:
|
|
|
Meet The Browns
|
|
July 2008
|
|
Bratz: The Movie
|
|
November 2007
|
Rambo
|
|
May 2008
|
|
Bug
|
|
September 2007
|
The Bank Job
|
|
July 2008
|
|
Daddys Little Girls
|
|
June 2007
|
The Eye
|
|
June 2008
|
|
Delta Farce
|
|
September 2007
|
The Forbidden Kingdom
|
|
September 2008
|
|
Happily NEver After
|
|
May 2007
|
Witless Protection
|
|
June 2008
|
|
Pride
|
|
June 2007
|
|
|
|
|
The Condemned
|
|
September 2007
|
50
|
|
|
Television:
|
|
Television:
|
3:10 to Yuma
|
|
Crank
|
Good Luck Chuck
|
|
Daddys Little Girls
|
Rambo
|
|
Employee of the Month
|
Saw IV
|
|
Happily NEver After
|
The Eye
|
|
Saw III
|
War
|
|
The Descent
|
Why Did I Get Married? Feature
|
|
|
International:
|
|
International:
|
My Best Friends Girl
|
|
Good Luck Chuck
|
Punisher: War Zone
|
|
Saw III
|
Saw IV
|
|
Saw IV
|
Saw V
|
|
War
|
The Eye
|
|
|
War
|
|
|
Mandate Pictures:
|
|
Mandate Pictures:
|
30 Days of Night
|
|
30 Days of Night
|
Harold & Kumar Escape from Guantanamo Bay
|
|
Juno
|
Juno
|
|
Mr. Magoriums Wonder Emporium
|
Nick and Norahs Infinite Playlist
|
|
The Boogeyman II
|
Passengers
|
|
|
Theatrical revenue of $133.9 million increased
$5.8 million, or 4.5%, in this period as compared to the
prior years period. In the current nine-month period, the
titles listed in the above table as contributing significant
theatrical revenue represented individually between 6% and 20%
of total theatrical revenue and, in the aggregate, approximately
75%, or $100.4 million of total theatrical revenue. In the
prior years period, the titles listed in the above table
as contributing significant theatrical revenue represented
individually between 6% and 23% of total theatrical revenue and,
in the aggregate, approximately 86%, or $110.5 million of
total theatrical revenue.
Home entertainment revenue of $411.0 million increased
$73.1 million, or 21.6%, in this period as compared to the
prior years period. The amount of home entertainment
product sold increased due to the performance of the titles
listed in the above table and to a lesser extent titles not
listed above. The titles listed above as contributing
significant home entertainment revenue in the current period
represented individually between 4% and 11% of total home
entertainment revenue and, in the aggregate, 40%, or
$162.8 million of total home entertainment revenue for the
period. In the prior years period, the titles listed above
as contributing significant home entertainment revenue
represented individually between 2% and 7% of total home
entertainment revenue and, in the aggregate, 32%, or
$109.1 million of total home entertainment revenue for the
period. In the current period, $248.3 million, or 60%, of
total home entertainment revenue was contributed by titles that
individually make up less than 2% of total home entertainment
revenue, and in the prior years period this amounted to
$228.9 million, or 68%, of total home entertainment revenue.
Television revenue included in motion pictures revenue of
$129.8 million in this period increased $38.5 million,
or 42.2%, compared to the prior years period. In the
current nine-month period, the titles listed above as
contributing significant television revenue represented
individually between 5% and 11% of total television revenue and,
in the aggregate, 63% or $81.7 million of total television
revenue for the period. In the prior years period, the
titles listed above as contributing significant television
revenue represented individually between 6% and 15% of total
television revenue and, in the aggregate, 61%, or
$55.7 million of total television revenue for the period.
In the current period, $48.1 million, or 37%, of total
television revenue was contributed by titles that individually
make up less than 5% of total television revenue, and in the
prior years period, this amounted to $35.6 million,
or 39%, of total television revenue for the period.
51
International revenue of $103.9 million increased
$5.6 million, or 5.7%, in the current nine-month period as
compared to the prior years period. Lionsgate UK
contributed $42.5 million, or 40.9% of international
revenue in the current period, which included revenues from
3:10 to Yuma, The Bank Job, The Eye, The Forbidden Kingdom,
Saw IV and Saw V, compared to
$37.3 million, or 37.9%, of total international revenue in
the prior years period. In this period, the titles listed
in the table above as contributing significant international
revenue, excluding revenue generated from these titles by
Lionsgate UK, represented individually between 2% and 8% of
total international revenue and, in the aggregate, 31%, or
$32.5 million, of total international revenue for the
period. In the prior years period, the titles listed in
the table above as contributing significant revenue represented
individually between 3% and 8% of total international revenue
and, in the aggregate, 24%, or $23.2 million, of total
international revenue for the period.
Mandate Pictures revenue includes revenue from the sales and
licensing of domestic and worldwide rights of titles developed
or acquired by Mandate Pictures to third-party distributors or
international sub-distributors. International revenue from
Mandate Pictures titles is included in the Mandate Pictures
revenue in the table above. In the current nine-month period,
revenue from Mandate Pictures, acquired in September 2007,
amounted to $38.0 million, as compared to
$12.7 million in the prior years period. In this
period, the titles listed in the table above as contributing
significant Mandate Pictures revenue represented individually
between 6% and 36% of total Mandate Pictures revenue and, in the
aggregate, 88%, or $33.5 million, of total Mandate Pictures
revenue for the period. In the prior years period, the
titles listed in the table above as contributing significant
Mandate Pictures revenue represented individually between 7% and
52% of total Mandate Pictures revenue and, in the aggregate,
94%, or $11.9 million, of total Mandate Pictures revenue
for the period.
Television
Revenue
The following table sets forth the components and the changes in
the components of revenue that make up television production
revenue for the nine-month periods ended December 31, 2008
and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase (Decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
Domestic series licensing
|
|
$
|
133.1
|
|
|
$
|
117.6
|
|
|
$
|
15.5
|
|
|
|
13.2
|
%
|
Domestic television movies and miniseries
|
|
|
|
|
|
|
15.9
|
|
|
|
(15.9
|
)
|
|
|
(100.0
|
)%
|
International
|
|
|
16.2
|
|
|
|
24.4
|
|
|
|
(8.2
|
)
|
|
|
(33.6
|
)%
|
Home entertainment releases of television production
|
|
|
29.0
|
|
|
|
17.8
|
|
|
|
11.2
|
|
|
|
62.9
|
%
|
Other
|
|
|
0.5
|
|
|
|
0.4
|
|
|
|
0.1
|
|
|
|
25.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
178.8
|
|
|
$
|
176.1
|
|
|
$
|
2.7
|
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic series licensing revenue of $133.1 million
increased by $15.5 million in the current period compared
to domestic series licensing revenue of $117.6 million in
the prior years period, primarily due to
$15.6 million of revenue generated from the Companys
joint venture with Ish Entertainment, which produced the
domestic series Paris Hiltons My New BFF and
50 Cent: The Money and the Power. In addition, revenues
included in domestic series licensing from Debmar-Mercury
increased $1.5 million to $38.1 million from
$36.6 million in the prior years period primarily due
to increased revenue from the television series, Family
Feud. The following table
52
sets forth the number of television episodes and hours delivered
in the nine months ended December 31, 2008 and 2007,
respectively, excluding television episodes delivered by
Debmar-Mercury:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
Nine Months Ended December 31, 2007
|
|
|
|
|
|
|
Episodes
|
|
|
Hours
|
|
|
|
|
|
|
|
Episodes
|
|
|
Hours
|
|
|
Fear Itself
|
|
|
1hr
|
|
|
|
13
|
|
|
|
13.0
|
|
|
The Dead Zone Season 5
|
|
|
1hr
|
|
|
|
13
|
|
|
|
13.0
|
|
Mad Men Season 2
|
|
|
1hr
|
|
|
|
13
|
|
|
|
13.0
|
|
|
The Dresden Files
|
|
|
1hr
|
|
|
|
2
|
|
|
|
2.0
|
|
Crash TV Series Season 1
|
|
|
1hr
|
|
|
|
13
|
|
|
|
13.0
|
|
|
Mad Men Season 1
|
|
|
1hr
|
|
|
|
12
|
|
|
|
12.0
|
|
Scream Queens
|
|
|
1hr
|
|
|
|
8
|
|
|
|
8.0
|
|
|
Wildfire Season 4
|
|
|
1hr
|
|
|
|
13
|
|
|
|
13.0
|
|
Weeds Season 4
|
|
|
1/2hr
|
|
|
|
13
|
|
|
|
6.5
|
|
|
Weeds Season 3
|
|
|
1/2hr
|
|
|
|
15
|
|
|
|
7.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60
|
|
|
|
53.5
|
|
|
|
|
|
|
|
|
|
55
|
|
|
|
47.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the nine months ended December 31, 2008, the television
episodes listed in the table above represented individually
between 4% and 20% of domestic series revenue and, in the
aggregate, 58%, or $76.7 million of total television
revenue for the period. In the nine months ended
December 31, 2007, the television episodes listed above
represented individually between 2% and 20% of domestic series
revenue and, in the aggregate, 65%, or $76.6 million of
total television revenue for the period.
Domestic television movies and miniseries revenue decreased by
$15.9 million in the current period primarily because there
were no deliveries in the current period, as compared to the
delivery of eight episodes of the miniseries The Kill Point
in the prior years period.
International revenue of $16.2 million decreased by
$8.2 million in the current period, compared to
international revenue of $24.4 million in the prior
years period. International revenue in the current period
includes revenue from Mad Men Seasons 1 and 2, Weeds Season
3, Wildfire Season 4, and The Kill Point, and
international revenue in the prior years period includes
revenue from Hidden Palms, Lovespring International, The
Dresden Files, The Dead Zone Season 1 and Season
5, The Lost Room, Weeds Seasons 1 and 2, and Wildfire
Season 3.
The increase in revenue from home entertainment releases of
television production is primarily driven by DVD revenue from
Weeds Season 3 and Mad Men Season 1.
Direct
Operating Expenses
The following table sets forth direct operating expenses by
segment for the nine months ended December 31, 2008 and
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
Nine Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
|
(Amounts in millions)
|
|
|
Direct operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of films and television programs
|
|
$
|
206.4
|
|
|
$
|
109.2
|
|
|
$
|
315.6
|
|
|
$
|
130.8
|
|
|
$
|
124.3
|
|
|
$
|
255.1
|
|
Participation and residual expense
|
|
|
212.4
|
|
|
|
33.3
|
|
|
|
245.7
|
|
|
|
122.5
|
|
|
|
33.5
|
|
|
|
156.0
|
|
Amortization of acquired intangible assets
|
|
|
0.8
|
|
|
|
|
|
|
|
0.8
|
|
|
|
0.7
|
|
|
|
|
|
|
|
0.7
|
|
Other expenses
|
|
|
3.5
|
|
|
|
0.9
|
|
|
|
4.4
|
|
|
|
(0.3
|
)
|
|
|
(0.1
|
)
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
423.1
|
|
|
$
|
143.4
|
|
|
$
|
566.5
|
|
|
$
|
253.7
|
|
|
$
|
157.7
|
|
|
$
|
411.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating expenses as a percentage of segment revenues
|
|
|
51.3
|
%
|
|
|
80.2
|
%
|
|
|
56.5
|
%
|
|
|
37.7
|
%
|
|
|
89.6
|
%
|
|
|
48.4
|
%
|
Direct operating expenses of the motion pictures segment of
$423.1 million for this period were 51.3% of motion
pictures revenue, compared to $253.7 million, or 37.7%, of
motion pictures revenue for the prior years period. The
increase in direct operating expense of the motion pictures
segment in the current period as a percent of
53
revenue is due primarily to $28.9 million of charges for
write-downs of investment in film and a $20.3 million
participation reserve in connection with a home entertainment
library distribution contract of family entertainment titles
entered into in the current fiscal year, resulting from the
actual and expected future underperformance of the titles in
this library. In the prior year period, there were
$11.8 million of write-downs of investment in film costs.
In addition, the performance of the titles from the fiscal 2008
and 2009 theatrical releases in the current period as
compared to the prior years period contributed to the
increase in the percentage of direct operating expenses as a
percent of revenue. In the current period, approximately
$23.3 million of charges for write-downs of investment in
film were due to the lower than anticipated performance of four
titles that have not yet been released, and $2.8 million of
write-downs is a result of the decrease in value of a library
acquired during the acquisition of Mandate Pictures due to the
underperformance of those titles. In the prior years
period, approximately $4.2 million of the write down
related to one motion picture.
Direct operating expenses of the television segment of
$143.4 million for this period were 80.2% of television
revenue, compared to $157.7 million, or 89.6%, of
television revenue for the prior years period. The
decrease in direct operating expense and the decrease in the
percent of revenue of direct operating expense of the television
segment in the period are due to a greater portion of revenue
attributed to more successful shows, such as Weeds, House of
Payne and Mad Men. In the current period,
$7.1 million of charges for costs incurred in excess of
contracted revenues for episodic television series or
write-downs of investment in film costs was included in
amortization of television programs, compared to
$6.2 million in the prior years period. Included in
the charges in the current period is a write-down of
$3.1 million of film costs compared to a write-off of
$3.3 million of film costs in the prior years period,
both associated with a respective television series.
Distribution
and Marketing Expenses
The following table sets forth distribution and marketing
expenses by segment for the nine months ended December 31,
2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
Nine Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
Motion
|
|
|
|
|
|
|
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
Pictures
|
|
|
Television
|
|
|
Total
|
|
|
|
(Amounts in millions)
|
|
|
Distribution and marketing expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theatrical
|
|
$
|
235.3
|
|
|
$
|
|
|
|
$
|
235.3
|
|
|
$
|
261.8
|
|
|
$
|
|
|
|
$
|
261.8
|
|
Home Entertainment
|
|
|
166.1
|
|
|
|
8.5
|
|
|
|
174.6
|
|
|
|
142.5
|
|
|
|
5.9
|
|
|
|
148.4
|
|
Television
|
|
|
3.5
|
|
|
|
5.2
|
|
|
|
8.7
|
|
|
|
1.7
|
|
|
|
2.6
|
|
|
|
4.3
|
|
International
|
|
|
34.9
|
|
|
|
3.0
|
|
|
|
37.9
|
|
|
|
34.6
|
|
|
|
3.0
|
|
|
|
37.6
|
|
Other
|
|
|
1.9
|
|
|
|
0.4
|
|
|
|
2.3
|
|
|
|
0.3
|
|
|
|
0.1
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
441.7
|
|
|
$
|
17.1
|
|
|
$
|
458.8
|
|
|
$
|
440.9
|
|
|
$
|
11.6
|
|
|
$
|
452.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The majority of distribution and marketing expenses relate to
the motion pictures segment. Theatrical P&A in the motion
pictures segment in the current period of $235.3 million
decreased $26.5 million, or 10.1%, compared to
$261.8 million in the prior years period. The
decrease in theatrical P&A from the motion pictures segment
is primarily due to a change in the mix of titles released
during the period. Domestic theatrical P&A from the motion
pictures segment this period included P&A incurred on the
release of Bangkok Dangerous, Disaster Movie, My Best
Friends Girl, Punisher: War Zone, Saw V, The Family
That Preys,The Forbidden Kingdom, The Spirit, and
Transporter III, which individually represented between
6% and 12% of total theatrical P&A and in the aggregate
accounted for 87% of the total theatrical P&A. Bangkok
Dangerous, Disaster Movie, Punisher: War Zone and The
Spirit individually represented between 9% and 11% of total
theatrical P&A, and in the aggregate, accounted for 39% of
total theatrical P&A, and each contributed less than 5% of
total theatrical revenue, and in the aggregate, contributed less
than 16% of total theatrical revenue. Domestic theatrical
P&A from the motion pictures segment in the prior
years period included P&A incurred on the release of
titles such as Bug, 3:10 to Yuma, Bratz: The Movie, Hostel
II, Good Luck Chuck, Saw IV, War, Why Did I Get Married?, Delta
Farce, The Condemned and Slow Burn, which
individually represented between 4% and 15% of total theatrical
P&A and in the aggregate accounted for
54
89% of the total theatrical P&A. In the prior years
period, Bug, Bratz: The Movie, Delta Farce, The Condemned
and Slow Burn individually represented between 4% and
9% of total theatrical P&A and, in the aggregate, accounted
for 28% of total theatrical P&A, and each contributed less
than 3% of total theatrical revenue and, in the aggregate,
contributed less than 10% of total theatrical revenue.
Home entertainment distribution and marketing costs on motion
pictures and television product in this period of
$174.6 million increased $26.2 million, or 17.7%,
compared to $148.4 million in the prior years period.
The increase in home entertainment distribution and marketing
costs is mainly due to the increase in revenue in the current
period compared to the prior years period.
Home entertainment distribution and marketing costs as a
percentage of home entertainment revenues was 39.7% and 41.7% in
the current period and prior years period, respectively.
International distribution and marketing expenses in this period
includes $31.2 million of distribution and marketing costs
from Lionsgate UK, compared to $29.2 million in the prior
years period.
General
and Administrative Expenses
The following table sets forth general and administrative
expenses by segment for the nine months ended December 31,
2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase (Decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motion Pictures
|
|
$
|
36.5
|
|
|
$
|
29.5
|
|
|
$
|
7.0
|
|
|
|
23.7
|
%
|
Television
|
|
|
8.5
|
|
|
|
4.6
|
|
|
|
3.9
|
|
|
|
84.8
|
%
|
Corporate
|
|
|
51.4
|
|
|
|
46.6
|
|
|
|
4.8
|
|
|
|
10.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
96.4
|
|
|
$
|
80.7
|
|
|
$
|
15.7
|
|
|
|
19.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses as a percentage of revenue
|
|
|
9.6
|
%
|
|
|
9.5
|
%
|
|
|
|
|
|
|
|
|
The increase in general and administrative expenses of the
motion pictures segment of $7.0 million, or 23.7%, is
primarily due to an increase in general and administrative
expenses associated with our recent acquisitions, increases in
salaries and related expenses and increases in other overhead
costs primarily related to rents and facility expenses, offset
by capitalized film production costs that are directly
attributable to motion picture productions. The following table
sets forth the change in general and administrative expenses for
the motion picture reporting segment for the nine months ended
December 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase
|
|
|
|
2008
|
|
|
2007
|
|
|
(Decrease)
|
|
|
|
(Amounts in millions)
|
|
|
General and Administrative Expenses Motion Pictures
|
|
|
|
|
|
|
|
|
|
|
|
|
Mandate Pictures (acquired September 2007)
|
|
$
|
4.2
|
|
|
$
|
1.4
|
|
|
$
|
2.8
|
|
Maple Pictures (consolidated July 2007)
|
|
|
3.4
|
|
|
|
1.4
|
|
|
|
2.0
|
|
Lions Gate UK
|
|
|
4.5
|
|
|
|
3.6
|
|
|
|
0.9
|
|
Salaries and related expenses
|
|
|
21.5
|
|
|
|
18.2
|
|
|
|
3.3
|
|
Other overhead
|
|
|
8.5
|
|
|
|
7.0
|
|
|
|
1.5
|
|
Capitalized film production costs
|
|
|
(5.6
|
)
|
|
|
(2.1
|
)
|
|
|
(3.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
36.5
|
|
|
$
|
29.5
|
|
|
$
|
7.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55
Capitalized film production costs, which increased
$3.5 million in the current period compared to the prior
years period, consisted of an increase of
$2.2 million of film production costs associated with
pictures produced by Mandate Pictures and the remaining
$1.3 million was from other salaries and related expenses,
and other general overhead cost increases directly attributable
to motion picture productions.
The increase in general and administrative expenses of the
television segment of $3.9 million, is due to other general
and administrative expense increases related to our
Debmar-Mercury subsidiary of $1.1 million, additional costs
associated with the start up of our Asian television venture of
$1.5 million and an increase in other general overhead
costs primarily related to salaries and related expenses and
rents and facility expenses. In the current period,
$4.6 million of television production overhead was
capitalized of which $1.3 million was associated with
productions of our new reality television venture compared to
$3.0 million in the prior years period.
The increase in corporate general and administrative expenses of
$4.8 million, or 10.3%, is primarily due to an increase in
salaries and related expenses of approximately
$4.7 million, an increase in stock-based compensation of
approximately $0.1 million, an increase in other general
overhead costs primarily related to rents and facility expenses
of $2.2 million, offset by a decrease in transactional and
consulting related professional fees of approximately
$2.2 million. The increase in salaries and related expenses
of $4.7 million was partly due to higher salaries and
increases in the number of full-time employees.
The following table sets forth stock based compensation expense
(benefit) for the nine months ended December 31, 2008 and
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase (Decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in millions)
|
|
|
Stock Based Compensation Expense (Benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
$
|
2.4
|
|
|
$
|
2.5
|
|
|
$
|
(0.1
|
)
|
|
|
(4.0
|
)%
|
Restricted share units
|
|
|
9.2
|
|
|
|
7.6
|
|
|
|
1.6
|
|
|
|
21.1
|
%
|
Stock appreciation rights
|
|
|
(3.3
|
)
|
|
|
(1.9
|
)
|
|
|
(1.4
|
)
|
|
|
73.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8.3
|
|
|
$
|
8.2
|
|
|
$
|
0.1
|
|
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2008, as disclosed in Note 13 to the
unaudited condensed consolidated financial statements, there
were unrecognized compensation costs of approximately
$23.9 million related to stock options and restricted share
units previously granted, including annual installments of share
grants that were subject to performance targets, which will be
expensed over the remaining vesting periods. At
December 31, 2008, 1,056,548 shares of restricted
share units have been awarded to four key executive officers,
the vesting of which will be subject to performance targets to
be set annually by the Compensation Committee of the Board of
Directors of the Company. These restricted share units will vest
in three, four, and five annual installments assuming annual
performance targets have been met. The fair value of the
1,056,548 shares whose future annual performance targets
have not been set was $5.8 million, based on the market
price of the Companys common shares as of
December 31, 2008. The market value will be remeasured when
the annual performance criteria are set and the value will be
expensed over the remaining vesting periods once it becomes
probable that the performance targets will be satisfied.
Depreciation
and Other Expenses (Income)
Depreciation of $3.6 million this period increased
$0.7 million, or 24.1%, from $2.9 million in the prior
years period.
Interest expense of $13.8 million this period increased
$1.6 million, or 13.1%, from $12.2 million in the
prior years period.
Interest and other income was $5.1 million this period,
compared to $8.9 million in the prior years period.
Interest and other income this period was earned on the cash
balance and restricted investments held during the nine months
ended December 31, 2008.
56
Gain on sale of equity securities was nil for the current
nine-month period, compared to $2.9 million in the prior
years period primarily from the sale of shares in Magna,
an Australian film distributor.
Gain on extinguishment of debt was $3.5 million for the
current nine-month period, resulting from the repurchase of
$9.0 million of the 3.625% Notes, compared to nil in
the prior years period.
The Companys equity interests in this period included a
$3.8 million loss from the Companys 33.33% equity
interest in FEARnet, a loss of $1.4 million from the
Companys 42% equity interest in Break.com, a
$0.2 million loss from the Companys 43% equity
interest in Roadside, and a $0.5 million loss from the
Companys 28.57% equity interest in EPIX. For the nine
months ended December 31, 2007, equity interests included a
$3.2 million loss from the Companys 33.33% equity
interest in FEARnet, a $0.1 million loss from the
Companys 10% equity interest in Maple Pictures, income of
less than $0.1 million from the Companys 42% equity
interest in Break.com, a loss of less than $0.1 from the
Companys 43% equity interest in Roadside, and income of
less than $0.1 from the Companys 50% equity interest in
Elevation.
The Company had an income tax expense of $1.3 million, or
(1.0%) of loss before income taxes in the nine months ended
December 31, 2008, compared to an expense of
$2.1 million, or (2.1%) of loss before income taxes in the
nine months ended December 31, 2007. The tax expense
reflected in the current period is primarily attributable to
U.S. and Canadian income taxes and foreign withholding
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, and state and local income
taxes. Income tax loss carryforwards, subject to certain
limitations that may prevent the Company from fully utilizing
them, amount to approximately $70.8 million for
U.S. federal income tax purposes available to reduce income
taxes over twenty years, $46.2 million for U.S. state
income tax purposes available to reduce income taxes over future
years with varying expirations, $21.6 million for Canadian
income tax purposes available to reduce income taxes over
19 years with varying expirations, and $19.8 million
for UK income tax purposes available indefinitely to reduce
future income taxes.
Net loss for the nine months ended December 31, 2008 was
$134.4 million, or basic and diluted net loss per common
share of $1.15 on 117.0 million weighted average shares
outstanding. This compares to net loss for the nine months ended
December 31, 2007 of $103.8 million or basic and
diluted net loss per common share of $0.88 on 118.4 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.
In October 2004, LGEI sold $150.0 million of the
2.9375% Notes that mature on October 15, 2024. The
Company received $146.0 million of net proceeds after
paying placement agents fees from the sale of the
2.9375% Notes. 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 common shares of the
Company at a conversion rate of 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, LGEI may redeem the 2.9375% Notes at
100.839%; from October 15, 2010 to October 14, 2011,
LGEI may redeem the 2.9375% Notes at 100.420%; and
thereafter, LGEI may redeem the notes at 100%.
In February 2005, LGEI sold $175.0 million of the
3.625% Notes that mature on March 15, 2025. The
Company received $170.2 million of net proceeds after
paying placement agents fees from the sale of the
3.625% Notes. 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 common
shares of the Company 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. LGEI 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.
57
In December 2008, the Company repurchased $9.0 million of
the 3.625% Notes for $5.3 million plus
$0.1 million in accrued interest, resulting in a gain of
$3.5 million. As a result of this repurchase, the Company
wrote off an additional $0.1 million of deferred financing
costs associated with the 3.625% Notes.
Amended Credit Facility. In July 2008, the
Company entered into an amended credit facility which provides
for a $340 million secured revolving credit facility, of
which $30 million may be utilized by two of the
Companys wholly owned foreign subsidiaries. The amended
credit facility expires July 25, 2013 and bears interest at
2.25% over the Adjusted LIBOR rate. At
December 31, 2008, the Company had no borrowings
(March 31, 2008 nil) under the credit facility.
The availability of funds under the credit facility is limited
by a borrowing base and also reduced by outstanding letters of
credit, which amounted to $22.7 million at
December 31, 2008. At December 31, 2008, there was
$317.3 million available under the amended credit facility.
The Company is required to pay a monthly commitment fee based
upon 0.50% per annum on the total credit facility of
$340 million less the amount drawn. This amended credit
facility amends and restates the Companys original
$215 million credit facility. Obligations under the credit
facility are secured by collateral (as defined) granted by the
Company and certain subsidiaries of the Company, as well as a
pledge of equity interests in certain of the Companys
subsidiaries. The amended credit facility contains a number of
affirmative and negative covenants that, among other things,
require the Company to satisfy certain financial covenants and
restrict the ability of the Company to incur additional debt,
pay dividends and make distributions, make certain investments
and acquisitions, repurchase its stock and prepay certain
indebtedness, create liens, enter into agreements with
affiliates, modify the nature of its business, enter into
sale-leaseback transactions, transfer and sell material assets
and merge or consolidate.
Theatrical Slate Participation. On
May 25, 2007, the Company closed a theatrical slate
participation arrangement, as amended on January 30, 2008.
Under this arrangement, Pride Pictures, LLC (Pride),
an unrelated entity, would participate in, generally, 50% of the
Companys production, acquisition, marketing and
distribution costs of theatrical feature films up to an
aggregate of approximately $196 million, net of transaction
costs. The funds available from Pride were generated from the
issuance by Pride of $35 million of subordinated debt
instruments, $35 million of equity and $134 million
from a senior revolving credit facility, which is subject to a
borrowing base. The borrowing base calculation is generally
based on 90% of the estimated ultimate amounts due to Pride on
previously released films, as defined in the applicable
agreements. The Company was not a party to the Pride debt
obligations or their senior credit facility, and provided no
guarantee of repayment of these obligations. The percentage of
the contribution varied on certain pictures. Pride participated
in a pro rata portion of the pictures net profits or
losses similar to a co-production arrangement based on the
portion of costs funded. The Company continued to distribute the
pictures covered by the arrangement with a portion of net
profits after all costs and the Companys distribution fee
being distributed to Pride based on their pro rata contribution
to the applicable costs similar to a back-end participation on a
film. The administrative agent for Prides senior lenders
under the senior credit facility has taken the position that the
senior lenders no longer have an obligation to continue to fund
under the senior credit facility because the conditions
precedent to funding set forth in the senior credit facility
cannot be satisfied. The representative for the Pride equity and
the Pride mezzanine investors have not yet taken a position as
to the validity of the administrative agents assertion,
and until this is resolved, all parties have reserved their
respective rights. As a consequence, Pride did not purchase the
pictures The Spirit or My Bloody Valentine 3-D and
it is unknown whether Pride will purchase any additional
pictures. In the event that Pride does not meet its funding
requirements under this arrangement, the Company believes that
it will be able to sufficiently fund future theatrical slates.
Société Générale de Financement du
Québec. On July 30, 2007, the Company
entered into a four-year filmed entertainment slate
participation agreement with SGF, the Québec provincial
governments investment arm. SGF will provide up to 35% of
production costs of television and feature film productions
produced in Québec for a four-year period for an aggregate
participation of up to $140 million, and the Company will
advance all amounts necessary to fund the remaining budgeted
costs. The maximum aggregate of budgeted costs over the
four-year period will be $400 million, including the
Companys portion, but no more than $100 million per
year. In connection with this agreement, the Company and SGF
will proportionally share in the proceeds derived from the
productions after the Company deducts a distribution fee,
recoups all distribution expenses and releasing costs, and pays
all applicable third party participations and residuals. At
December 31, 2008, $124.5 million was available to be
provided by SGF under the terms of the arrangement.
58
Filmed Entertainment Backlog. Backlog
represents the amount of future revenue not yet recorded from
contracts for the licensing of films and television product for
television exhibition and in international markets. Backlog at
December 31, 2008 and March 31, 2008 is
$442.4 million and $437.4 million, respectively.
Cash Flows Used in Operating Activities. Cash
flows used in operating activities for the nine months ended
December 31, 2008 were $95.9 million compared to cash
flows used in operating activities in the nine months ended
December 31, 2007 of $91.2 million. The increase in
cash used in operating activities was primarily due to increases
in investment in films and television programs, decreases in
cash provided by changes in accounts payable and accrued
liabilities, participation and residuals, and deferred revenue,
and a higher net loss generated in the nine months ended
December 31, 2008, offset by decreases in accounts
receivable and a higher amortization of films and television
programs.
Cash Flows Provided by/Used in Investing
Activities. Cash flows used in investing
activities of $51.1 million for the nine months ended
December 31, 2008 consisted of $6.5 million for
purchases of property and equipment, $15.9 million for the
investment in equity method investees and $28.8 million for
increases in loans made to a third party producer and Break.com.
Cash flows provided by investing activities of
$202.1 million in the nine months ended December 31,
2007 included net proceeds from the sale of $256.6 million
of investments available-for-sale, offset by $2.7 million
for purchases of property and equipment, $6.5 million for
the investment in equity method investees, $5.9 million for
increases in loans made to Break.com and to Mandate Pictures
before the acquisition date, and $41.2 million for the
acquisition of Mandate Pictures, net of cash acquired.
Cash Flows Provided by/Used in Financing
Activities. Cash flows used in financing
activities of $89.4 million for the nine months ended
December 31, 2008 resulted from increased production
obligations of $126.4 million and the exercise of stock
options of $2.9 million, offset by $165.3 million
payment of production obligations, $45.0 million paid for
the repurchase of the Companys common shares,
$3.1 million paid for tax withholding requirements
associated with the vesting of shares, and $5.3 million
paid for the redemption of $9.0 million of the
Companys subordinated notes. Cash flows provided by
financing activities of $19.5 million in the nine months
ended December 31, 2007 consisted of cash received from
borrowings of $135.0 million and the exercise of stock
options of $0.9 million, offset by $91.3 million
repayment of production obligations, $20.3 million paid for
the repurchase of the Companys common shares, and
$4.7 million paid for tax withholding requirements
associated with the vesting of shares.
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 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-efficient financing 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 DVD 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.
In January 2009, the Company entered into an Equity Purchase
Agreement (the Equity Purchase Agreement) with
Gemstar-TV
Guide International, Inc. (Gemstar), TV Guide
Entertainment Group, Inc. (TVGE), its parent
company, UV Corporation and Macrovision Solutions Corporation
(Macrovision), the ultimate parent company of
Gemstar, TVGE and UV Corporation, for the purchase by the
Company from UV Corporation of all of the issued and outstanding
equity interests of TVGE for approximately $255 million in
cash and assumed liabilities, subject to working capital and
other indebtedness adjustments, to be measured at closing, which
is expected to be on or about February 28, 2009. In
connection with the transaction, Gemstar will also transfer,
assign and license to the Company certain assets related to the
TV Guide Network and the TV Guide Online (tvguide.com) business.
The Company anticipates funding this acquisition through cash on
hand and available funds.
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.
59
Future commitments under contractual obligations as of
December 31, 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
(Amounts in thousands)
|
|
|
Future annual repayment of debt and other financing
obligations as of December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production obligations(1)
|
|
$
|
32,483
|
|
|
$
|
93,364
|
|
|
$
|
44,426
|
|
|
$
|
29,988
|
|
|
$
|
|
|
|
$
|
8,758
|
|
|
$
|
209,019
|
|
Interest payments on subordinated notes and other financing
obligations
|
|
|
2,680
|
|
|
|
10,720
|
|
|
|
10,720
|
|
|
|
10,720
|
|
|
|
10,450
|
|
|
|
122,882
|
|
|
|
168,172
|
|
Subordinated notes and other financing obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,718
|
|
|
|
316,000
|
|
|
|
319,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
35,163
|
|
|
$
|
104,084
|
|
|
$
|
55,146
|
|
|
$
|
40,708
|
|
|
$
|
14,168
|
|
|
$
|
447,640
|
|
|
$
|
696,909
|
|
Contractual commitments by expected repayment date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Film obligations(1)
|
|
$
|
88,124
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
88,124
|
|
Distribution and marketing commitments(2)
|
|
|
20,636
|
|
|
|
28,759
|
|
|
|
25,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,595
|
|
Minimum guarantee commitments(3)
|
|
|
36,747
|
|
|
|
76,663
|
|
|
|
61,152
|
|
|
|
3,450
|
|
|
|
1,000
|
|
|
|
|
|
|
|
179,012
|
|
Production obligation commitments(3)
|
|
|
1,627
|
|
|
|
17,490
|
|
|
|
3,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,565
|
|
Operating lease commitments
|
|
|
2,165
|
|
|
|
8,850
|
|
|
|
8,243
|
|
|
|
4,406
|
|
|
|
2,294
|
|
|
|
2,095
|
|
|
|
28,053
|
|
Other contractual obligations
|
|
|
2,717
|
|
|
|
19,257
|
|
|
|
221
|
|
|
|
185
|
|
|
|
|
|
|
|
|
|
|
|
22,380
|
|
Employment and consulting contracts
|
|
|
9,331
|
|
|
|
29,186
|
|
|
|
15,889
|
|
|
|
5,213
|
|
|
|
1,624
|
|
|
|
1,189
|
|
|
|
62,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
161,347
|
|
|
$
|
180,205
|
|
|
$
|
114,153
|
|
|
$
|
13,254
|
|
|
$
|
4,918
|
|
|
$
|
3,284
|
|
|
$
|
477,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total future commitments under contractual obligations
|
|
$
|
196,510
|
|
|
$
|
284,289
|
|
|
$
|
169,299
|
|
|
$
|
53,962
|
|
|
$
|
19,086
|
|
|
$
|
450,924
|
|
|
$
|
1,174,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Film and production obligations include minimum guarantees,
theatrical marketing obligations and production obligations as
disclosed in Note 7 of our unaudited condensed consolidated
financial statements. Repayment dates are based on anticipated
delivery or release date of the related film or contractual due
dates of the obligation. |
|
(2) |
|
Distribution and marketing commitments represent contractual
commitments for future expenditures associated with distribution
and marketing of films which the Company will distribute. The
payment dates of these amounts are primarily based on the
anticipated release date of the film. |
|
(3) |
|
Minimum guarantee commitments represent contractual commitments
related to the purchase of film rights for future delivery.
Production obligation commitments represent amounts committed
for future film production and development to be funded through
production financing and recorded as a production obligation
liability. Future payments under these obligations are based on
anticipated delivery or release dates of the related film or
contractual due dates of the obligation. The amounts include
future interest payments associated with the obligations. |
Off-Balance
Sheet Arrangements
We do not have any transactions, arrangements and other
relationships with unconsolidated entities that will affect our
liquidity or capital resources. We have no special purpose
entities that provided off-balance sheet
60
financing, liquidity or market or credit risk support, nor do we
engage in leasing, hedging or research and development services,
that could expose us to liability that is not reflected in our
financial statements.
|
|
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. 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. The Company enters into
forward foreign exchange contracts to hedge its foreign currency
exposures on future production expenses denominated in Canadian
dollars. As of December 31, 2008, the Company did not have
outstanding forward foreign exchange contracts. Changes in the
fair value representing a net unrealized fair value gain on
foreign exchange contracts that qualified as effective hedge
contracts outstanding during the three and nine months ended
December 31, 2008 amounted to nil and $0.1 million and
are included in accumulated other comprehensive income (loss), a
separate component of shareholders equity. During the
three and nine months ended December 31, 2008, the Company
completed foreign exchange contracts denominated in Canadian
dollars, including a contract that did not qualify as an
effective hedge. The net gains (losses) resulting from the
completed contracts were less than $(0.1) million and less
than $0.1 million, respectively. These contracts are
entered into with a major financial institution as counterparty.
The Company is 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. The Company
does 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
December 31, 2008. Other financing obligations subject to
variable interest rates include $116.6 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 production
obligations and subordinated notes and other financing
obligations as of December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
(Amounts in thousands)
|
|
|
Revolving Credit Facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable(1)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Production Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable(2)
|
|
|
33,202
|
|
|
|
75,953
|
|
|
|
7,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,571
|
|
Fixed(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,758
|
|
|
|
8,758
|
|
Subordinated Notes and Other Financing Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
|
150,000
|
|
Fixed(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
166,000
|
|
|
|
166,000
|
|
Fixed(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,718
|
|
|
|
|
|
|
|
3,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
33,202
|
|
|
$
|
75,953
|
|
|
$
|
7,416
|
|
|
$
|
|
|
|
$
|
3,718
|
|
|
$
|
324,758
|
|
|
$
|
445,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Revolving credit facility, which expires July 25, 2013 and
bears interest at 2.25% over the Adjusted LIBOR rate. At
December 31, 2008, the Company had no borrowings under this
facility. |
61
|
|
|
(2) |
|
Amounts owed to film production entities on anticipated delivery
date or release date of the titles or the contractual due dates
of the obligation. Production obligations of $116.6 million
incur interest at rates ranging from approximately 1.94% to
4.25%. Not included in the table above are approximately
$83.7 million of production obligations which are
non-interest bearing. |
|
(3) |
|
Long term production obligations of $8.8 million with a
fixed interest rate equal to 2.50%. |
|
(4) |
|
2.9375% Notes with fixed interest rate equal to 2.9375%. |
|
(5) |
|
3.625% Notes with fixed interest rate equal to 3.625%. |
|
(6) |
|
Other financing obligation with fixed interest rate equal to
8.02%. |
|
|
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, as amended (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 specified
in the SECs rules and forms, and that such information is
accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure.
As of December 31, 2008, 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 December 31, 2008.
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
Other than the updates below, there were no other material
changes to the risk factors previously reported in our Annual
Report on
Form 10-K
for the fiscal year ended March 31, 2008.
The following updates the risk factor entitled We
face substantial capital requirements and financial
risks Substantial leverage could
adversely affect our financial condition in the
Risk Factors section of our Annual Report on
Form 10-K
for the fiscal year ended March 31, 2008.
Substantial leverage could adversely affect our financial
condition. Historically, we have been highly
leveraged and may be highly leveraged in the future. We have
access to capital through our $340 million credit facility
with JPMorgan Chase Bank, N.A. and a balance under letters of
credit for $22.7 million. In addition, we have
$316 million Convertible Senior Subordinated Notes
outstanding, with $150 million maturing October 15,
2024 and $166 million maturing March 15, 2025. At
March 31, 2008, we had approximately $371.6 million in
cash and cash equivalents. We have currently drawn down on
$255 million of our credit facility, and could borrow
62
additional or all of the permitted amount in the future. The
amount we have available to borrow under this facility depends
upon our borrowing base, which in turn depends on the value of
our existing library of films and television programs, as well
as accounts receivable and cash held in collateral accounts. If
several of our larger motion picture releases are commercial
failures or our library declines in value, our borrowing base
could decrease. Such a decrease could have a material adverse
effect on our business, results of operations and financial
condition. For example, it could:
|
|
|
|
|
require us to dedicate a substantial portion of our cash flow to
the repayment of our indebtedness, reducing the amount of cash
flow available to fund motion picture and television production,
distribution and other operating expenses;
|
|
|
|
limit our flexibility in planning for or reacting to downturns
in our business, our industry or the economy in general;
|
|
|
|
limit our ability to obtain additional financing, if necessary,
for operating expenses, or limit our ability to obtain such
financing on terms acceptable to us; and
|
|
|
|
limit our ability to pursue strategic acquisitions and other
business opportunities that may be in our best interests.
|
The following updates the risk factor entitled We
face risks related to our theatrical slate financing
arrangement in the Risk Factors
section of our Annual Report on
Form 10-K
for the fiscal year ended March 31, 2008.
We face risks related to our theatrical slate financing
arrangement. On May 25, 2007, the Company
closed a theatrical slate funding agreement through a series of
agreements, as amended on January 30, 2008. Under this
arrangement, Pride, an unrelated entity, generally funded 50% of
the Companys production, acquisition, marketing and
distribution costs of theatrical feature films up to an
aggregate of approximately $196 million, net of transaction
costs. The funds available from Pride were generated from the
issuance by Pride of $35 million of subordinated debt
instruments, $35 million of equity and $134 million
from a senior credit facility, which was subject to a borrowing
base. The percentage of the contribution varied on certain
pictures. Pride participated in a pro rata portion of the
pictures net profits or losses similar to a co-production
arrangement based on the portion of costs funded. The Company
distributed the pictures covered by the arrangement with a
portion of net profits after all costs and the Companys
distribution fee being distributed to Pride based on their pro
rata contribution to the applicable costs similar to a back-end
participation on a film.
The funding obligations were subject to a borrowing base
calculation and certain conditions precedent. The administrative
agent for the senior lenders under the facility has taken the
position that the senior lenders no longer have an obligation to
continue to fund under the facility because the conditions
precedent to funding set forth in the facility cannot be
satisfied. The representative for Pride has not yet taken a
position as to the validity of the administrative agents
assertion. As a consequence, it is unknown whether Pride will
purchase any additional pictures. While the Company believes
that it will be able to sufficiently fund future theatrical
slates in the event that Pride does not meet its funding
requirements under this arrangement, the lack of funding may
create a material adverse effect on the Companys results
of operations and financial conditions.
The following updates the risk factor entitled We
must successfully respond to rapid technological changes and
alternative forms of delivery or storage to remain
competitive in the Risk Factors
section of our Annual Report on
Form 10-K
for the fiscal year ended March 31, 2008.
We
must successfully respond to rapid technological changes and
alternative forms of delivery or storage to remain
competitive.
The entertainment industry in general and the motion picture and
television industries in particular continue to undergo
significant technological developments. Advances in technologies
or alternative methods of product delivery or storage or certain
changes in consumer behavior driven by these or other
technologies and methods of delivery and storage could have a
negative effect on our business. Examples of such advances in
technologies include
video-on-demand,
new video formats, including release of titles in
high-definition Blu-Ray Disc format, and
63
downloading and streaming from the internet. An increase in
video-on-demand
could decrease home video rentals. In addition, technologies
that enable users to fast-forward or skip advertisements, such
as digital video recorders, may cause changes in consumer
behavior that could affect the attractiveness of our products to
advertisers, and could therefore adversely affect our revenues.
Similarly, further increases in the use of portable digital
devices that allow users to view content of their own choosing
while avoiding traditional commercial advertisements could
adversely affect our revenues. Other larger entertainment
distribution companies will have larger budgets to exploit these
growing trends. We cannot predict how we will financially
participate in the exploitation of our motion pictures and
television programs through these emerging technologies or
whether we have the right to do so for certain of our library
titles. If we cannot successfully exploit these and other
emerging technologies, it could have a material adverse effect
on our business, results of operations and financial condition.
|
|
Item 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
Repurchase
of Equity Securities
The following table sets forth information with respect to
shares of our common stock purchased by us during the three
months ended December 31, 2008:
ISSUER
PURCHASES OF EQUITY SECURITIES(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d) Approximate
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Value of
|
|
|
|
|
|
|
|
|
|
(c) Total Number of
|
|
|
Shares that May Yet
|
|
|
|
(a) Total Number
|
|
|
|
|
|
Shares Purchased as Part
|
|
|
Be Purchased Under
|
|
|
|
of Shares
|
|
|
(b) Average Price
|
|
|
of Publicly Announced
|
|
|
the Plans or
|
|
Period
|
|
Purchased
|
|
|
Paid per Share
|
|
|
Plans or Programs
|
|
|
Programs
|
|
|
October 1, 2008 October 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
35,300,000
|
|
November 1, 2008 November 30, 2008
|
|
|
38,400
|
|
|
$
|
6.00
|
|
|
|
38,400
|
|
|
$
|
85,080,000
|
|
December 1, 2008 December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
85,080,000
|
|
Total
|
|
|
38,400
|
|
|
$
|
6.00
|
|
|
|
38,400
|
|
|
$
|
85,080,000
|
|
|
|
|
(1) |
|
On May 31, 2007, our Board of Directors authorized the
repurchase of up to $50 million of our common shares.
Thereafter, (i) on May 29, 2008, as part of its
regularly scheduled year-end meeting, our Board of Directors
authorized the repurchase of up to an additional
$50 million of our common shares, subject to market
conditions, and (ii) on November 6, 2008, as part of
its regularly scheduled meeting, our Board of Directors
authorized the repurchase up to an additional $50 million
of our common shares, subject to market conditions. The
additional resolutions increased the total authorization to
$150 million. The common shares may be purchased, from time
to time, at the Companys discretion, including the
quantity, timing and price thereof. Such purchases will be
structured as permitted by securities laws and other legal
requirements. During the period from the authorization date
through December 31, 2008, 6,787,310 shares have been
repurchased at a cost of approximately $65.2 million
(including commission costs). The share repurchase program has
no expiration date. |
|
|
Item 3.
|
Defaults
Upon Senior Securities.
|
None
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders.
|
None.
64
|
|
Item 5.
|
Other
Information.
|
Director
Indemnity Agreement
On February 5, 2008, our Board of Directors approved a form
of indemnity agreement (the Form Agreement)
between us and our current and future directors. The
Form Agreement, among other things, indemnifies a director
under the circumstances and to the extent provided for therein,
for expenses, judgments, fines and certain other amounts such
director may be required to pay in actions or proceedings to
which he or she is or may be made a party by reason of his or
her position as a director, to the fullest extent permitted
under laws of British Columbia and our Articles of
Incorporation. The Form Agreement is attached hereto as
Exhibit 10.62 is incorporated herein by reference.
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Documents
|
|
|
3
|
.1(1)
|
|
Articles
|
|
3
|
.2(2)
|
|
Notice of Articles
|
|
3
|
.3(2)
|
|
Vertical Short Form Amalgamation Application
|
|
3
|
.4(2)
|
|
Certificate of Amalgamation
|
|
10
|
.54(3)
|
|
Amendment of Employment Agreement between the Company and Jon
Feltheimer dated October 8, 2008.
|
|
10
|
.55(4)
|
|
Equity Purchase Agreement dated January 5, 2009, by and
among Lions Gate Entertainment, Inc.,
Gemstar-TV
Guide International, Inc., TV Guide Entertainment Group, Inc.,
UV Corporation and Macrovision Solutions Corporation.
|
|
10
|
.56(5)
|
|
Employment Agreement between the Company and James Keegan dated
January 14, 2009.
|
|
10
|
.57
|
|
Amended and Restated Employment Agreement between the Company
and Jon Feltheimer dated December 15, 2008.
|
|
10
|
.58
|
|
Amended and Restated Employment Agreement between the Company
and Michael Burns dated December 15, 2008.
|
|
10
|
.59
|
|
Amended and Restated Employment Agreement between the Company
and Steven Beeks dated December 15, 2008.
|
|
10
|
.60
|
|
Amended and Restated Employment Agreement between the Company
and James Keegan dated December 15, 2008.
|
|
10
|
.61
|
|
Amended and Restated Employment Agreement between the Company
and Wayne Levin dated December 15, 2008.
|
|
10
|
.62
|
|
Form of Director Indemnity Agreement.
|
|
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, 2007 as filed on
May 30, 2007. |
|
(3) |
|
Incorporated by reference to the Companys Current Report
on
Form 8-K
filed on October 14, 2008. |
|
(4) |
|
Incorporated by reference to the Companys Current Report
on
Form 8-K
filed on January 9, 2009 (filed as Exhibit 10.54). |
|
(5) |
|
Incorporated by reference to the Companys Current Report
on
Form 8-K
filed on January 16, 2009 (filed as Exhibit 10.55). |
65
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.
Name: James Keegan
|
|
|
|
Title:
|
Duly Authorized Officer and
Chief Financial Officer
|
Date: February 9, 2009
66