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Exhibit 99.6 — Financial Statements and Supplementary Data (adjusted to reflect the retrospective application of the consolidation accounting standard)

 

The Financial Statements and Supplementary Data set forth in this Exhibit 99.6 have been revised from the Financial Statements and Supplementary Data included in the Lions Gate Entertainment Corp. Annual Report on Form 10-K for the year ended March 31, 2010, as amended by Amendment No. 1 on Form 10-K/A for the year ended March 31, 2010 (the “2010 Form 10-K”) to reflect our retrospective application of the adoption of new accounting guidance for consolidation accounting for variable interest entities. The Financial Statements and Supplementary Data set forth below have not been revised to reflect events or developments subsequent to June 1, 2010, the date that we initially filed the 2010 Form 10-K, and do not modify or update the disclosures in the 2010 Form 10-K that may have been affected by subsequent events. For a discussion of events and developments subsequent to the initial filing date of the 2010 Form 10-K, please refer to the reports and other information we have filed with the Securities and Exchange Commission since that date, including our Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2010, September 30, 2010 and December 31, 2010.

 



 

INDEX TO FINANCIAL STATEMENTS

 

 

Page
Number

Audited Financial Statements

 

Report of Independent Registered Public Accounting Firm — Ernst & Young LLP

F-2

Consolidated Balance Sheets — March 31, 2010 and 2009

F-3

Consolidated Statements of Operations — Years Ended March 31, 2010, 2009 and 2008

F-4

Consolidated Statements of Equity — Years Ended March 31, 2010, 2009 and 2008

F-5

Consolidated Statements of Cash Flows — Years Ended March 31, 2010, 2009 and 2008

F-6

Notes to Audited Consolidated Financial Statements

F-7

 

F-1



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors and Shareholders of Lions Gate Entertainment Corp.

 

We have audited the accompanying consolidated balance sheets of Lions Gate Entertainment Corp. as of March 31, 2010 and 2009, and the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended March 31, 2010. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lions Gate Entertainment Corp. at March 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended March 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Lions Gate Entertainment Corp.’s internal control over financial reporting as of March 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 1, 2010 expressed an unqualified opinion thereon.

 

 

 

/s/ Ernst & Young LLP

 

 

 

 

Los Angeles, California

 

June 1, 2010, except for Note 2,

 

as to which the date is May 6, 2011

 

 

F-2



 

LIONS GATE ENTERTAINMENT CORP.

 

CONSOLIDATED BALANCE SHEETS

 

 

 

March 31,

 

March 31,

 

 

 

2010

 

2009

 

 

 

(Amounts in thousands,

 

 

 

except share amounts)

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

69,242

 

$

138,475

 

Restricted cash

 

4,123

 

10,056

 

Restricted investments

 

6,995

 

6,987

 

Accounts receivable, net of reserve for returns and allowances of $87,978 (March 31, 2009 - $98,947) and provision for doubtful accounts of $7,676 (March 31, 2009 - $9,847)

 

292,924

 

227,010

 

Investment in films and television programs, net

 

661,105

 

702,767

 

Property and equipment, net

 

12,414

 

42,415

 

Finite-lived intangible assets, net

 

1,393

 

78,904

 

Equity method investments

 

179,071

 

31,960

 

Goodwill

 

239,254

 

379,402

 

Other assets

 

60,634

 

49,274

 

Total assets

 

$

1,527,155

 

$

1,667,250

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Senior revolving credit facility

 

$

17,000

 

$

255,000

 

Senior secured second-priority notes

 

225,155

 

 

Accounts payable and accrued liabilities

 

253,745

 

270,561

 

Participations and residuals

 

302,677

 

371,857

 

Film obligations and production loans

 

351,769

 

304,525

 

Subordinated notes and other financing obligations

 

192,036

 

281,521

 

Deferred revenue

 

130,851

 

142,093

 

Total liabilities

 

1,473,233

 

1,625,557

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Common shares, no par value, 500,000,000 shares authorized, 117,951,754 and 116,950,512 shares issued at March 31, 2010 and 2009, respectively

 

521,164

 

494,724

 

Accumulated deficit

 

(460,631

)

(441,153

)

Accumulated other comprehensive loss

 

(6,611

)

(11,878

)

Total shareholders’ equity

 

53,922

 

41,693

 

Total liabilities and shareholders’ equity

 

$

1,527,155

 

$

1,667,250

 

 

See accompanying notes.

 

F-3



 

LIONS GATE ENTERTAINMENT CORP.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Year

 

Year

 

Year

 

 

 

Ended

 

Ended

 

Ended

 

 

 

March 31,

 

March 31,

 

March 31,

 

 

 

2010

 

2009

 

2008

 

 

 

(Amounts in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,489,506

 

$

1,466,374

 

$

1,361,039

 

Expenses:

 

 

 

 

 

 

 

Direct operating

 

777,969

 

793,816

 

660,924

 

Distribution and marketing

 

506,141

 

669,557

 

635,666

 

General and administration

 

143,060

 

136,563

 

119,080

 

Depreciation and amortization

 

12,455

 

7,657

 

5,500

 

Total expenses

 

1,439,625

 

1,607,593

 

1,421,170

 

Operating income (loss)

 

49,881

 

(141,219

)

(60,131

)

Other expenses (income):

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

Contractual cash based interest

 

27,461

 

15,131

 

12,851

 

Amortization of debt discount and deferred financing costs

 

19,701

 

19,144

 

17,048

 

Total interest expense

 

47,162

 

34,275

 

29,899

 

Interest and other income

 

(1,547

)

(5,785

)

(11,276

)

Gain on sale of equity securities

 

 

 

(2,909

)

Gain on extinguishment of debt

 

(5,675

)

(3,023

)

 

Total other expenses, net

 

39,940

 

25,467

 

15,714

 

Income (loss) before equity interests and income taxes

 

9,941

 

(166,686

)

(75,845

)

Equity interests loss

 

(28,201

)

(9,044

)

(7,559

)

Loss before income taxes

 

(18,260

)

(175,730

)

(83,404

)

Income tax provision

 

1,218

 

2,724

 

4,031

 

Net loss

 

$

(19,478

)

$

(178,454

)

$

(87,435

)

 

 

 

 

 

 

 

 

Basic Net Loss Per Common Share

 

$

(0.17

)

$

(1.53

)

$

(0.74

)

Diluted Net Loss Per Common Share

 

$

(0.17

)

$

(1.53

)

$

(0.74

)

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

Basic

 

117,510

 

116,795

 

118,427

 

Diluted

 

117,510

 

116,795

 

118,427

 

 

See accompanying notes.

 

F-4



 

LIONS GATE ENTERTAINMENT CORP.

 

CONSOLIDATED STATEMENTS OF EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series B

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

Preferred Shares

 

Accumulated

 

Comprehensive

 

Treasury Shares

 

Comprehensive

 

 

 

 

 

Number

 

Amount

 

Number

 

Amount

 

Deficit

 

Income (Loss)

 

Number

 

Amount

 

Income

 

Total

 

 

 

(Amounts in thousands, except share amounts)

 

Balance at March 31, 2007

 

116,970,280

 

$

504,277

 

10

 

$

 

$

(175,264

)

$

(1,295

)

 

$

 

 

 

$

327,718

 

Exercise of stock options

 

993,772

 

(2,492

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,492

)

Stock based compensation, net of withholding tax obligations of $1,576

 

666,306

 

12,212

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,212

 

Issuance of common shares to directors for services

 

25,970

 

277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

277

 

Issuance of common shares for investment in NextPoint, Inc

 

1,890,189

 

20,851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,851

 

Issuance of common shares related to the Redbus acquisition

 

94,937

 

900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

900

 

Issuance of common shares related to the Debmar acquisition

 

269,978

 

2,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,500

 

Issuance of common shares related to the Mandate acquisition

 

169,879

 

1,566

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,566

 

Repurchase of common shares, no par value

 

 

 

 

 

 

 

 

 

 

 

 

 

2,410,499

 

(22,260

)

 

 

(22,260

)

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

(87,435

)

 

 

 

 

 

 

$

(87,435

)

(87,435

)

Foreign currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

1,168

 

 

 

 

 

1,168

 

1,168

 

Net unrealized loss on foreign exchange contracts

 

 

 

 

 

 

 

 

 

 

 

(333

)

 

 

 

 

(333

)

(333

)

Unrealized loss on investments — available for sale

 

 

 

 

 

 

 

 

 

 

 

(73

)

 

 

 

 

(73

)

(73

)

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(86,673

)

 

 

Balance at March 31, 2008

 

121,081,311

 

540,091

 

10

 

 

(262,699

)

(533

)

2,410,499

 

(22,260

)

 

 

254,599

 

Exercise of stock options, net of withholding tax obligations of $1,192

 

878,809

 

1,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,702

 

Stock based compensation, net of withholding tax obligations of $2,542

 

833,386

 

10,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,500

 

Issuance of common shares to directors for services

 

43,060

 

408

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

408

 

Issuance of common shares related to the Mandate acquisition

 

1,113,120

 

10,263

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,263

 

December 2008 Repurchase - reduction of equity component of February 2005 3.625% Notes extinguished

 

 

 

(1,012

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,012

)

Repurchase and cancellation of common shares, no par value

 

(6,999,174

)

(67,228

)

 

 

 

 

 

 

 

 

(2,410,499

)

22,260

 

 

 

(44,968

)

Redemption of Series B Preferred Shares

 

 

 

 

 

(10

)

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

(178,454

)

 

 

 

 

 

 

$

(178,454

)

(178,454

)

Foreign currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

(11,562

)

 

 

 

 

(11,562

)

(11,562

)

Net unrealized gain on foreign exchange contracts

 

 

 

 

 

 

 

 

 

 

 

144

 

 

 

 

 

144

 

144

 

Unrealized gain on investments — available for sale

 

 

 

 

 

 

 

 

 

 

 

73

 

 

 

 

 

73

 

73

 

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(189,799

)

 

 

Balance at March 31, 2009

 

116,950,512

 

494,724

 

 

 

(441,153

)

(11,878

)

 

 

 

 

41,693

 

Stock based compensation, net of withholding tax obligations of $2,030

 

900,577

 

15,444

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,444

 

Issuance of common shares to directors for services

 

100,665

 

573

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

573

 

Sale of TV Guide Network common stock units

 

 

 

(167

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(167

)

April 2009 Exchange Transaction - equity component of April 2009 3.625% Notes issued, net of $1,324 reduction for February 2005 3.625% Notes extinguished

 

 

 

14,761

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,761

 

December 2009 Repurchase - reduction of equity component of October 2004 2.9375% Notes and February 2005 3.625% Notes extinguished

 

 

 

(4,171

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,171

)

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

(19,478

)

 

 

 

 

 

 

$

(19,478

)

(19,478

)

Foreign currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

4,849

 

 

 

 

 

4,849

 

4,849

 

Net unrealized gain on foreign exchange contracts

 

 

 

 

 

 

 

 

 

 

 

418

 

 

 

 

 

418

 

418

 

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(14,211

)

 

 

Balance at March 31, 2010

 

117,951,754

 

$

521,164

 

 

$

 

$

(460,631

)

$

(6,611

)

 

$

 

 

 

$

53,922

 

 

See accompanying notes.

 

F-5


 


 

LIONS GATE ENTERTAINMENT CORP.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

 

 

 

Year

 

Year

 

Year

 

 

 

Ended

 

Ended

 

Ended

 

 

 

March 31,

 

March 31,

 

March 31,

 

 

 

2010

 

2009

 

2008

 

 

 

(Amounts in thousands)

 

Operating Activities:

 

 

 

 

 

 

 

Net loss

 

$

(19,478

)

$

(178,454

)

$

(87,435

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Depreciation of property and equipment

 

7,526

 

5,925

 

3,974

 

Amortization of intangible assets

 

4,929

 

1,732

 

1,526

 

Amortization of films and television programs

 

511,658

 

458,757

 

403,319

 

Amortization of debt discount and deferred financing costs

 

19,701

 

19,144

 

17,048

 

Non-cash stock-based compensation

 

17,875

 

13,438

 

13,934

 

Gain on sale of equity securities

 

 

 

(2,909

)

Gain on extinguishment of debt

 

(5,675

)

(3,023

)

 

Equity interests loss

 

28,201

 

9,044

 

7,559

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Restricted cash

 

(187

)

244

 

(228

)

Accounts receivable, net

 

(79,392

)

37,304

 

(128,876

)

Investment in films and television programs

 

(471,087

)

(558,277

)

(445,714

)

Other assets

 

(4,443

)

(7,363

)

(2,985

)

Accounts payable and accrued liabilities

 

(22,769

)

30,323

 

66,704

 

Participations and residuals

 

(69,574

)

(12,781

)

209,806

 

Film obligations

 

(48,786

)

59,376

 

1,387

 

Deferred revenue

 

(3,459

)

22,705

 

32,040

 

Net Cash Flows Provided By (Used In) Operating Activities

 

(134,960

)

(101,906

)

89,150

 

Investing Activities:

 

 

 

 

 

 

 

Purchases of restricted investments

 

(13,994

)

(13,989

)

(229,262

)

Proceeds from the sale of restricted investments

 

13,985

 

14,000

 

466,641

 

Purchases of investments - equity securities

 

 

 

(4,836

)

Proceeds from the sale of investments - equity securities

 

 

 

24,155

 

Acquisition of TV Guide, net of unrestricted cash acquired

 

 

(243,158

)

 

Acquisition of Mandate Pictures, net of unrestricted cash acquired

 

 

 

(41,205

)

Acquisition of Maple Pictures, net of unrestricted cash acquired

 

 

 

1,753

 

Investment in equity method investees

 

(47,129

)

(18,031

)

(6,460

)

Increase in loans receivable

 

(1,418

)

(28,767

)

(5,895

)

Repayment of loans receivable

 

8,333

 

 

 

Purchases of property and equipment

 

(3,684

)

(8,674

)

(3,608

)

Net Cash Flows Provided By (Used In) Investing Activities

 

(43,907

)

(298,619

)

201,283

 

Financing Activities:

 

 

 

 

 

 

 

Exercise of stock options

 

 

2,894

 

1,251

 

Tax withholding requirements on equity awards

 

(2,030

)

(3,734

)

(5,319

)

Repurchase and cancellation of common shares

 

 

(44,968

)

(22,260

)

Proceeds from the issuance of mandatorily redeemable preferred stock units and common stock units related to the sale of 49% interest in TV Guide Network, net of unrestricted cash deconsolidated

 

109,776

 

 

 

Borrowings under senior revolving credit facility

 

302,000

 

255,000

 

 

Repayments of borrowings under senior revolving credit facility

 

(540,000

)

 

 

Borrowings under individual production loans

 

144,741

 

189,858

 

162,400

 

Repayment of individual production loans

 

(136,261

)

(222,034

)

(111,357

)

Production loan borrowings under Pennsylvania Regional Center credit facility

 

63,133

 

 

 

Production loan borrowings under film credit facility, net of deferred financing costs

 

30,469

 

 

 

Production loan repayments under film credit facility

 

(2,718

)

 

 

Proceeds from sale of senior secured second-priority notes, net of deferred financing costs

 

214,727

 

 

 

Repurchase of subordinated notes

 

(75,185

)

 

 

 

Borrowings under other financing obligations

 

 

 

3,718

 

Repayment of other financing obligations

 

(134

)

(5,377

)

 

Net Cash Flows Provided By Financing Activities

 

108,518

 

171,639

 

28,433

 

Net Change In Cash And Cash Equivalents

 

(70,349

)

(228,886

)

318,866

 

Foreign Exchange Effects on Cash

 

1,116

 

(4,228

)

1,226

 

Cash and Cash Equivalents - Beginning Of Period

 

138,475

 

371,589

 

51,497

 

Cash and Cash Equivalents - End Of Period

 

$

69,242

 

$

138,475

 

$

371,589

 

 

See accompanying notes.

 

F-6



 

LIONS GATE ENTERTAINMENT CORP.

 

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Nature of Operations

 

Lions Gate Entertainment Corp. (the “Company,” “Lionsgate,” “we,” “us” or “our”) is the leading next generation 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.

 

2. Significant Accounting Policies

 

(a) Generally Accepted Accounting Principles

 

These consolidated financial statements have been prepared in accordance with United States (the “U.S.”) generally accepted accounting principles (“GAAP”). The Canadian dollar and the U.S. dollar are the functional currencies of the Company’s Canadian and U.S. based businesses, respectively.

 

(b) Principles of Consolidation

 

The accompanying consolidated financial statements of the Company include the accounts of Lionsgate and all of its majority-owned and controlled subsidiaries. The Company reviews its relationships with other entities to identify whether it is the primary beneficiary of a variable interest entity (“VIE”). If the determination is made that the Company is the primary beneficiary, then the entity is consolidated in accordance with accounting guidance.

 

Investments in which the Company exercises significant influence, but does not control, are accounted for using the equity method of accounting. Investments in which there is no significant influence are accounted for using the cost method of accounting.

 

All significant intercompany balances and transactions have been eliminated in consolidation.

 

(c) Revenue Recognition

 

Revenue from the theatrical release of feature films is recognized at the time of exhibition based on our participation in box office receipts. Revenue from the sale of DVDs/Blu-ray discs 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 we are entitled to receipts and such receipts are determinable. Revenues from television licensing are recognized when the feature film or television program is available to the licensee for telecast. For television licenses that include separate availability “windows” during the license period, revenue is allocated over the “windows.” Revenue from sales to international territories are recognized when access to the feature film or television program has been granted or delivery has occurred, as required under the sales contract, and the right to exploit the feature film or television program has commenced. For multiple media rights contracts with a fee for a single film or television program where the contract provides for media holdbacks (defined as contractual media release restrictions), the fee is allocated to the various media based on our 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 our assessment of the relative fair value of each title.

 

Distribution revenue from the distribution of TV Guide Network (as defined in Note 17) programming (distributors generally pay a per subscriber fee for the right to distribute programming) is recognized in the month the services are provided.

 

F-7



 

Advertising revenue is recognized when the advertising spot is broadcast or displayed online. Advertising revenue is recorded net of agency commissions and discounts.

 

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. At March 31, 2010, $75 million of accounts receivable are due beyond one year. The accounts receivable are due as follows: $31.9 million in fiscal 2012, $21.9 million in fiscal 2013, $14.4 million in fiscal 2014, $4.9 million in fiscal 2015, and $1.9 million thereafter.

 

(d) Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash deposits at financial institutions and investments in money market mutual funds.

 

(e) Restricted Cash

 

Restricted cash represents amounts held as collateral required under our revolving film credit facility and amounts on deposit with financial institutions that are contractually designated for certain theatrical marketing obligations.

 

(f) Restricted Investments

 

Restricted investments represent amounts held in investments that are contractually designated as collateral for certain production loans.

 

(g) Investment in Films and Television Programs

 

Investment in films and television programs includes the unamortized costs of completed films and television programs which have been produced by the Company or for which the Company has acquired distribution rights, libraries acquired as part of acquisitions of companies, films and television programs in progress and in development and home entertainment product inventory.

 

For films and television programs produced by the Company, capitalized costs include all direct production and financing costs, capitalized interest and production overhead. For acquired films and television programs, these capitalized costs consist of minimum guarantee payments to acquire the distribution rights.

 

Costs of acquiring and producing films and television programs and of acquired libraries are amortized using the individual-film-forecast method, whereby these costs are amortized and participations and residuals costs are accrued in the proportion that current year’s revenue bears to management’s estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of the films or television programs.

 

Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release or from the date of delivery of the first episode for episodic television series. For titles included in acquired libraries, ultimate revenue includes estimates over a period not to exceed twenty years following the date of acquisition.

 

Investment in films and television programs is stated at the lower of amortized cost or estimated fair value. The valuation of investment in films and television programs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value of a film or television program is less than its unamortized cost. The fair value of the film or television program is determined using management’s future revenue and cost estimates and a discounted cash flow approach. Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the film or television program. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films and television programs may be required as a consequence of changes in management’s future revenue estimates.

 

8



 

Films and television programs in progress include the accumulated costs of productions which have not yet been completed.

 

Films and television programs in development include costs of acquiring film rights to books, stage plays or original screenplays and costs to adapt such projects. Such costs are capitalized and, upon commencement of production, are transferred to production costs. Projects in development are written off at the earlier of the date they are determined not to be recoverable or when abandoned, or three years from the date of the initial investment.

 

Home entertainment product inventory consists of DVDs/Blu-ray discs and is stated at the lower of cost or market value (first-in, first-out method).

 

Costs for programs acquired by the Media Networks segment are amortized on a program-by-program basis over the license term based on the actual airings of the program as a percentage of the total expected airings of the program through the term of the license agreement. Costs for programs produced by the Media Networks segment are expensed upon first airing due to the content of the programs produced by Media Networks generally dealing with current events.

 

(h) Property and Equipment, net

 

Property and equipment is carried at cost less accumulated depreciation. Depreciation is provided for using the following rates and methods:

 

Computer equipment and software

 

2 – 5 years straight-line

 

 

Furniture and equipment

 

2 – 10 years straight-line

 

 

Leasehold improvements

 

Over the lease term or the useful life, whichever is shorter

 

 

Transponder under capital lease

 

15 years straight-line

 

 

Land

 

Not depreciated

 

 

 

The Company periodically reviews and evaluates the recoverability of property and equipment. Where applicable, estimates of net future cash flows, on an undiscounted basis, are calculated based on future revenue estimates, if appropriate and where deemed necessary, a reduction in the carrying amount is recorded.

 

(i) Equity Method Investments

 

The Company uses the equity method of accounting for investments in companies in which it has minority equity interest and the ability to exert significant influence over operating decisions of the companies. The Company’s equity method investees are periodically reviewed to determine whether there has been a loss in value that is other than a temporary decline.

 

(j) Goodwill

 

Goodwill represents the excess of acquisition costs over the tangible and intangible assets acquired and liabilities assumed in various business acquisitions by the Company. The Company has two reporting units with goodwill within its businesses: Motion Pictures and Television Production. Goodwill is not amortized but is reviewed for impairment annually 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 impairment test follows a two-step approach. The first step determines if the goodwill is potentially impaired, and the second step measures the amount of the impairment loss, if necessary. Under the first step, goodwill is considered potentially impaired if the fair value of the reporting unit is less than the reporting unit’s carrying amount, including goodwill. Under the second step, the impairment loss is then measured as the excess of recorded goodwill over the fair value of the goodwill, as calculated. The fair value of goodwill is calculated by allocating the fair value of the reporting unit to all the assets and liabilities of the reporting unit as if the reporting unit was purchased in a business combination and the purchase price was the fair value of the reporting unit. The Company performs its annual impairment test as of January 1 in each fiscal year. The Company performed its annual impairment test on its goodwill as of January 1, 2010. No goodwill impairment was identified in any of the Company’s 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.

 

9



 

(k) Other Assets

 

Other assets include deferred financing costs, prepaid expenses and other, and loans receivable.

 

Deferred Financing Costs. Amounts incurred in connection with obtaining debt financing are deferred and amortized, as a component of interest expense, over the earlier of the date of the earliest put option or term to maturity of the related debt obligation.

 

Prepaid Expenses and Other. Prepaid expenses and other primarily include prepaid expenses and security deposits.

 

Loans Receivable. The Company records loans receivable at carrying value.

 

(l) Subordinated Notes

 

The Company accounts for its subordinated notes by separating for the liability and equity components in a manner that will reflect the Company’s nonconvertible debt borrowing rate on the subordinated notes issuance date when interest cost is recognized. Accordingly, a portion of the proceeds received is recorded as a liability and a portion is recorded as an addition to shareholders’ equity reflecting the equity component (i.e., conversion feature). The difference between the principal amount and the amount recorded as the liability component represents the debt discount. The carrying amount of the liability is accreted up to the principal amount through the amortization of the discount, using the effective interest method, to interest expense over the expected life of the note.

 

(m) Prints, Advertising and Marketing Expenses.

 

The costs of advertising and marketing expenses are expensed as incurred. Advertising expenses for the year ended March 31, 2010 were $297.9 million (2009 — $423.7 million, 2008 — $398.7 million) which were recorded as distribution and marketing expenses. The costs of film prints are capitalized as prepaid expenses and expensed upon theatrical release and are included in distribution and marketing expenses.

 

(n) Income Taxes

 

Income taxes are accounted for using an asset and liability approach for financial accounting and reporting for income taxes and recognition and measurement of deferred assets are based upon the likelihood of realization of tax benefits in future years. Under this method, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are established when management determines that it is more likely than not that some portion or all of the net deferred tax asset will not be realized. The financial effect of changes in tax laws or rates is accounted for in the period of enactment.

 

(o) Government Assistance

 

The Company has access to government programs that are designed to promote film and television production and distribution in Canada. The Company also has access to similar programs in certain states within the U.S. that are designed to promote film and television production in those states.

 

Tax credits earned with respect to expenditures on qualifying film and television productions are included as an offset to investment in films and television programs when the qualifying expenditures have been incurred provided that there is reasonable assurance that the credits will be realized (refer to Note 20).

 

10



 

(p) Foreign Currency Translation

 

Monetary assets and liabilities denominated in currencies other than the functional currency are translated at exchange rates in effect at the balance sheet date. Resulting unrealized translation gains and losses are included in the consolidated statements of operations.

 

Foreign company assets and liabilities in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Foreign company revenue and expense items are translated at the average rate of exchange for the fiscal year. Gains or losses arising on the translation of the accounts of foreign companies are included in accumulated other comprehensive income (loss), a separate component of shareholders’ equity.

 

(q) Derivative Instruments and Hedging Activities

 

Derivative financial instruments are used by the Company in the management of its foreign currency exposures. The Company’s policy is not to use derivative financial instruments for trading or speculative purposes.

 

The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses denominated in Canadian dollars. The Company evaluates whether the foreign exchange contracts qualify for hedge accounting at the inception of the contract. The fair value of the forward exchange contracts is recorded on the consolidated balance sheets. Changes in the fair value of the foreign exchange contracts that are effective hedges are reflected in accumulated other comprehensive income (loss), a separate component of shareholders’ equity, and changes in the fair value of foreign exchange contracts that are ineffective hedges are reflected in the consolidated statements of operations. Gains and losses realized upon settlement of the foreign exchange contracts are amortized to the consolidated statements of operations on the same basis as the production expenses being hedged.

 

(r) Stock-Based Compensation

 

Stock-based compensation cost recognized in the years ended March 31, 2010, 2009 and 2008 includes: (a) compensation cost for all stock options granted prior to, but not yet vested as of, April 1, 2006, based on the grant date fair value; and (b) compensation cost for all share-based payments granted on or after April 1, 2006, based on the grant-date fair value. See Note 16 for further discussion of the Company’s stock-based compensation.

 

(s) Net Loss Per Share

 

Basic and diluted net loss per share is calculated based on the weighted average common shares outstanding for the period. Basic and diluted net loss per share for the years ended March 31, 2010, 2009 and 2008 is presented below:

 

 

 

Year
Ended
March 31,
2010

 

Year
Ended
March 31,
2009

 

Year
Ended
March 31,
2008

 

 

 

(Amounts in thousands)

 

Basic and Diluted Net Loss Per Common Share:

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

Net loss

 

$

(19,478

)

$

(178,454

)

$

(87,435

)

Denominator:

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

117,510

 

116,795

 

118,427

 

Basic and Diluted Net Loss Per Common Share

 

$

(0.17

)

$

(1.53

)

$

(0.74

)

 

11



 

For the years ended March 31, 2010, 2009, and 2008, the weighted average incremental common shares calculated under the “if converted” and treasury stock method presented below were excluded from diluted net loss per common share for the periods because their inclusion would have had an anti-dilutive effect as a result of the reported net losses.

 

 

 

Year
Ended
March 31,
2010

 

Year
Ended
March 31,
2009

 

Year
Ended
March 31,
2008

 

 

 

(Amounts in thousands)

 

Incremental shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of Notes

 

25,907

 

24,666

 

25,295

 

Share purchase options

 

 

340

 

1,494

 

Restricted share units

 

338

 

365

 

486

 

Contingently issuable shares

 

 

968

 

705

 

Total incremental shares excluded from Diluted Net Loss Per Common Share

 

26,245

 

26,339

 

27,980

 

 

Additionally, for the years ended March 31, 2010, 2009, and 2008, the weighted average common shares issuable presented below were excluded from diluted net loss per common share because their inclusion would have had an anti-dilutive effect due to either award terms or the market price of common shares.

 

 

 

Year
 Ended
 March 31,
 2010

 

Year
 Ended
 March 31,
 2009

 

Year
 Ended
 March 31,
 2008

 

 

 

(Amounts in thousands)

 

Anti-dilutive shares issuable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share purchase options

 

3,670

 

3,724

 

3,121

 

Restricted share units

 

1,172

 

1,007

 

415

 

Contingently issuable shares

 

631

 

376

 

136

 

Total weighted average anti-dilutive shares issuable excluded from Diluted Net Loss Per Common Share

 

5,473

 

5,107

 

3,672

 

 

(t) Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the financial statements relate to ultimate revenue and costs for investment in films and television programs; estimates of sales returns and other allowances, 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.

 

(u) Reclassifications

 

Certain amounts presented in prior years have been reclassified to conform to the current year’s presentation.

 

12



 

(v) Recent Accounting Pronouncements

 

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162 (“SFAS No. 168”). This statement modifies the GAAP hierarchy by establishing only two levels of GAAP, authoritative and nonauthoritative accounting literature. Effective July 2009, the FASB Accounting Standards Codification (“ASC”), also known collectively as the “Codification,” is considered the single source of authoritative U.S. accounting and reporting standards, except for additional authoritative rules and interpretive releases issued by the SEC. Nonauthoritative guidance and literature would include, among other things, FASB Concepts Statements, American Institute of Certified Public Accountants Issue Papers and Technical Practice Aids and accounting textbooks. The Codification was developed to organize GAAP pronouncements by topic so that users can more easily access authoritative accounting guidance. It is organized by topic, subtopic, section, and paragraph, each of which is identified by a numerical designation. The Company has adopted the Codification prospectively beginning in the second quarter of fiscal 2010, resulting in no impact on the Company’s consolidated financial statements.

 

Subsequent events. The Company adopted new accounting guidance related to the accounting for and disclosure of subsequent events that occur after the balance sheet date. The Company adopted this standard beginning in the first quarter of fiscal 2010 and has evaluated subsequent events through the date of issuance, resulting in no impact on the Company’s consolidated financial statements.

 

Consolidation accounting for variable interest entities. This new accounting guidance modifies the previous guidance in relation to the identification of controlling financial interests in a variable interest entity (“VIE”). Under this new guidance, the primary beneficiary of a VIE is the enterprise that has both of the following characteristics, among others: (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance; and (b) the obligation to absorb losses of the entity, or the right to receive benefits from the entity, that could potentially be significant to the VIE. If an enterprise determines that power is shared among multiple unrelated parties such that no one party has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, then no party is the primary beneficiary. Power is shared if each of the parties sharing power are required to consent to the decisions relating to the activities that most significantly impact the VIE’s performance. The provisions of this standard became effective for the Company beginning in fiscal 2011.

 

Upon adoption of the new accounting standard on April 1, 2010, the Company determined that it was no longer the primary beneficiary of TV Guide Network because pursuant to the operating agreement of the entity, the power to direct the activities that most significantly impact the economic performance of TV Guide Network are shared with the 49% owner of TV Guide Network, One Equity Partners (“OEP”). Accordingly, upon adoption of the new accounting standard we are no longer consolidating TV Guide Network and instead are accounting for TV Guide Network under the equity method of accounting.

 

The Company has applied the provisions of the new accounting standard retrospectively and accordingly, the Company deconsolidated TV Guide Network from May 28, 2009, the date the Company sold a 49% interest to OEP, and retrospectively adjusted the financial statements to reflect TV Guide Network as if it were accounted for under the equity method of accounting since that date. The deconsolidation of TV Guide network resulted in the reclassification of $305.4 million of assets, $147.3 million of liabilities and $30.0 million of non-controlling interest amounts from each of their respective consolidated balance sheet captions to the investment in equity method investee’s account as of March 31, 2010, reflecting the carrying amount of the Company’s interest in the mandatorily redeemable preferred and common stock units of TV Guide Network as of March 31, 2010. In addition, under the equity method of accounting, the Company’s share of the revenues, expenses of TV Guide Network and income for the accretion of the dividend and discount of the mandatorily redeemable preferred stock are recorded net in the equity interest line item in the consolidated statements of operations. The adoption of the new accounting standard did not impact the Company’s net loss. See Note 7 and Note 17 for further detail regarding the TV Guide Network.

 

3. Restricted Cash and Restricted Investments

 

Restricted Cash. Restricted cash represents amounts held as collateral required under our revolving film credit facility and amounts on deposit with financial institutions that are contractually designated for certain theatrical marketing obligations. As of March 31, 2009, restricted cash included collateral required under our senior revolving credit facility as a result of a borrowing under our funding agreement with the State of Pennsylvania (see Note 12).

 

Restricted Investments. Restricted investments, which are measured at fair value, represent amounts held in investments that are contractually designated as collateral for certain production loans. The carrying amounts of these restricted investments are equal to their respective fair values as of March 31, 2010 and March 31, 2009. At March 31, 2010 and March 31, 2009, the Company held $7.0 million of restricted investments in United States Treasury Bills bearing an interest rate of 0.165% (March 31, 2009 – 0.39%), maturing May 13, 2010 (March 31, 2009 – matured September 3, 2009). These investments are held as collateral for a production loans pursuant to an escrow agreement.

 

13



 

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.

 

The following table illustrates the impact in other comprehensive income (loss) of realized and unrealized gains of investments available-for-sale during the years ended March 31, 2010, 2009 and 2008:

 

 

 

Year
Ended
March 31,

2010

 

Year
Ended
March 31,

2009

 

Year
Ended
March 31,

2008

 

 

 

(Amounts in thousands)

 

Gain on sale of restricted and available-for-sale investments included in net income

 

$

 

$

 

$

2,909

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

Net unrealized gain arising during the year

 

$

 

$

73

 

$

2,836

 

Reclassification adjustment

 

 

 

(2,909

)

 

 

 

 

 

 

 

 

Net unrealized gain (loss) recognized in other comprehensive income

 

$

 

$

73

 

$

(73

)

 

4. Investment in Films and Television Programs

 

 

 

March 31,

 

March 31,

 

 

 

2010

 

2009

 

 

 

(Amounts in thousands)

 

Motion Picture Segment - Theatrical and Non-Theatrical Films

 

 

 

 

 

Released, net of accumulated amortization

 

$

212,582

 

$

262,067

 

Acquired libraries, net of accumulated amortization

 

43,374

 

56,898

 

Completed and not released

 

49,338

 

55,494

 

In progress

 

198,743

 

149,402

 

In development

 

10,730

 

6,732

 

Product inventory

 

38,291

 

40,392

 

 

 

553,058

 

570,985

 

Television Segment - Direct-to-Television Programs

 

 

 

 

 

Released, net of accumulated amortization

 

80,557

 

77,973

 

In progress

 

24,198

 

51,619

 

In development

 

3,292

 

1,445

 

 

 

108,047

 

131,037

 

Media Networks

 

 

 

 

 

In progress

 

 

745

 

 

 

 

745

 

 

 

$

661,105

 

$

702,767

 

 

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:

 

Acquired
Library

 

Acquisition
Date

 

Total
Amortization
Period

 

Remaining
Amortization
 Period

 

Unamortized
Costs

March 31,
2010

 

Unamortized
Costs

March 31,
2009

 

 

 

 

 

(In years)

 

(Amounts in thousands)

 

Trimark

 

October 2000

 

20.00

 

10.50

 

$

4,589

 

$

6,280

 

Artisan

 

December 2003

 

20.00

 

13.75

 

36,836

 

47,255

 

Modern

 

August 2005

 

20.00

 

15.25

 

1,142

 

2,462

 

Lionsgate UK

 

October 2005

 

20.00

 

15.50

 

807

 

901

 

Total Acquired Libraries

 

 

 

 

 

 

 

$

43,374

 

$

56,898

 

 

14



 

The Company expects approximately 44% of completed films and television programs, net of accumulated amortization will be amortized during the one-year period ending March 31, 2011. 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 March 31, 2013.

 

5. Property and Equipment

 

 

 

March 31,

 

March 31,

 

 

 

2010

 

2009

 

 

 

(Amounts in thousands)

 

Leasehold improvements

 

$

7,263

 

$

11,071

 

Property and equipment

 

7,691

 

12,943

 

Computer equipment and software

 

20,829

 

24,699

 

Transponder under capital lease

 

 

12,065

 

 

 

35,783

 

60,778

 

Less accumulated depreciation and amortization

 

(24,575

)

(19,569

)

 

 

11,208

 

41,209

 

Land

 

1,206

 

1,206

 

 

 

$

12,414

 

$

42,415

 

 

6. Goodwill

 

The changes in the carrying amount of goodwill by reporting segment in the years ended March 31, 2010 and 2009 were as follows:

 

 

 

Motion
Pictures

 

Television

 

Media
Networks

 

Total

 

 

 

(Amounts in thousands)

 

Balance as of March 31, 2008 

 

$

210,570

 

$

13,961

 

$

 

$

224,531

 

Mandate Pictures, LLC

 

(277

)

 

 

(277

)

TV Guide Network

 

 

 

155,148

 

155,148

 

Balance as of March 31, 2009

 

210,293

 

13,961

 

155,148

 

379,402

 

TV Guide Network

 

 

 

(155,148

)

(155,148

)

Debmar-Mercury, LLC

 

 

 

15,000

 

 

 

15,000

 

Balance as of March 31, 2010

 

$

210,293

 

$

28,961

 

$

 

$

239,254

 

 

During the year ended March 31, 2010, goodwill increased by $15.0 million for the buy-out of the earn-out associated with the acquisition of Debmar-Mercury, LLC (see Note 17).

 

7.  Equity Method Investments

 

The carrying amount of significant equity method investments at March 31, 2010 and March 31, 2009 were as follows:

 

 

 

March 31,

 

March 31,

 

Equity Method Investee

 

2010

 

2009

 

 

 

(Amounts in thousands)

 

Horror Entertainment, LLC (“FEARnet”)

 

$

630

 

$

845

 

NextPoint, Inc. (“Break.com”)

 

16,698

 

17,542

 

Roadside Attractions, LLC

 

1,913

 

2,062

 

Studio 3 Partners, LLC (“EPIX”)

 

31,700

 

11,511

 

TV Guide Network

 

128,130

 

 

 

 

$

179,071

 

$

31,960

 

 

Equity interests in equity method investments in our consolidated statements of operations represent our portion of the income or loss of our equity method investees based on our percentage ownership. Equity interest losses in equity method investments for the years ended March 31, 2010, 2009 and 2008 were as follows:

 

 

 

Year

 

Year

 

Year

 

 

 

Ended

 

Ended

 

Ended

 

 

 

March 31,

 

March 31,

 

March 31,

 

Equity Method Investee

 

2010

 

2009

 

2008

 

 

 

(Amounts in thousands)

 

Maple Pictures Corp.

 

$

 

$

 

$

(71

)

Horror Entertainment, LLC (“FEARnet”)

 

(568

)

(5,323

)

(5,418

)

NextPoint, Inc. (“Break.com”)

 

(845

)

(2,543

)

(1,013

)

Roadside Attractions, LLC

 

(149

)

(138

)

(898

)

Studio 3 Partners, LLC (“EPIX”)

 

(26,587

)

(1,040

)

 

TV Guide Network

 

(52

)

 

 

Elevation Sales Limited

 

 

 

(159

)

 

 

$

(28,201

)

$

(9,044

)

$

(7,559

)

 

Horror Entertainment, LLC. Represents the Company’s 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, $2.9 million in October 2008, and $0.3 million in April 2009. The Company is recording its share of the FEARnet results on a one quarter lag and, accordingly, during the year ended March 31, 2010, the Company recorded 33.33% of the loss incurred by FEARnet through December 31, 2009.

 

15



 

NextPoint, Inc. Represents the Company’s 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 Company’s 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 Company’s common shares a few days prior and subsequent to the date of the closing of the acquisition. The Company is recording its share of the Break.com results on a one quarter lag and, accordingly, during the year ended March 31, 2010, the Company recorded 42% of the loss incurred by Break.com through December 31, 2009.

 

Roadside Attractions, LLC. Represents the Company’s 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 year ended March 31, 2010, the Company recorded 43% of the loss incurred by Roadside through December 31, 2009.

 

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 has access to the Company’s titles released theatrically on or after January 1, 2009. Viacom provides operational support to the venture, including marketing and affiliate services through its MTV Networks division. The joint venture provides the Company with an additional platform to distribute its library of motion picture titles and television episodes and programs. The Company increased its initial 28.57% interest in EPIX to 31.15% during the year ended March 31, 2010. The Company has invested $59.2 million through March 31, 2010. 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, 2009, the Company recorded 28.57% of the loss incurred by the joint venture through September 30, 2009 and for the quarter ended March 31, 2010, the Company recorded 31.15% of the loss incurred by the joint venture for their quarter ended December 31, 2009.

 

Certain of the Company’s theatrical releases have been made available to EPIX for exhibition in the domestic pay television window, for which $38.6 million of revenue and $26.3 million of gross profit was recognized by the Company during the year ended March 31, 2010. Intercompany profits reflecting our pro rata share of the venture of $7.9 million for the year ended March 31, 2010 were eliminated and reflected in the Equity interests loss line in our consolidated statements of operations. Also for the year ended March 31, 2010, Equity interests loss includes $18.7 million for our share of EPIX losses incurred during their year ended December 31, 2009.

 

EPIX launched operations during the current year and began amortization of its program cost and increased its marketing efforts, and as a result, EPIX expects to report losses of approximately $42.0 million for its quarter ended March 31, 2010, of which the Company’s pro rata share will be recorded in the quarter ended June 30, 2010.

 

TV Guide Network. Represents the Company’s 51% interest in TV Guide Network. The Company’s investment balance consists of common share units of $26.3 million and mandatorily redeemable preferred stock units of $101.8 million. On February 28, 2009, the Company purchased all of the issued and outstanding equity interests of TV Guide Network. The Company paid approximately $241.6 million for all of the equity interest of TV Guide Network. On May 28, 2009, the Company sold 49% of the Company’s interest in TV Guide Network (see Note 17).

 

The February 28, 2009 acquisition was accounted for as a purchase, with the results of operations of TV Guide Network included in the Company’s consolidated results from February 28, 2009 through May 28, 2009 when a portion of the entity was sold. Subsequent to the sale of TV Guide, and pursuant to the new accounting guidance effective April 1, 2010 which the Company has retrospectively applied, the Company’s interest in TV Guide Network is being accounted for under the equity method of accounting. Accordingly, the Company’s portion of the loss incurred by TV Guide Network for the period from May 29, 2009 through March 31, 2010 is reflected in equity interests loss.

 

16



 

Investment in Mandatorily Redeemable Preferred Stock Units. The mandatorily redeemable preferred stock carries a dividend rate of 10% compounded annually and is mandatorily redeemable in May 2019 at the stated value plus the dividend return and any additional capital contributions less previous distributions. The mandatorily redeemable preferred stock units were initially recorded based on their estimated fair value, as determined using an option pricing model methodology. The mandatorily redeemable preferred stock and the 10% dividend are being accreted up to its redemption amount over the ten-year period to the redemption date which is recorded as income from equity interest.

 

8. Finite-Lived Intangible Assets  and Other Assets

 

Finite-lived Intangible Assets

 

Finite-lived intangible assets consist primarily of customer relationships and trademarks. The composition of the Company’s finite-lived intangible assets and the associated accumulated amortization is as follows as of March 31, 2010 and March 31, 2009:

 

 

 

Weighted

 

Range

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

average

 

of

 

March 31, 2010

 

March 31, 2009

 

 

 

remaining

 

remaining

 

Gross

 

 

 

Net

 

Gross

 

 

 

Net

 

 

 

life in

 

life in

 

Carrying

 

Accumulated

 

Carrying

 

Carrying

 

Accumulated

 

Carrying

 

 

 

years

 

years

 

Amount

 

Amortization

 

Amount

 

Amount

 

Amortization

 

Amount

 

 

 

 

 

 

 

(Amounts in thousands)

 

Finite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

 

$

 

$

 

$

 

$

64,330

 

$

530

 

$

63,800

 

Trademarks

 

2

 

1 - 3

 

1,600

 

851

 

749

 

11,330

 

627

 

10,703

 

Developed technology and patents

 

 

 

 

 

 

3,740

 

147

 

3,593

 

Distribution agreements

 

2

 

1 - 3

 

3,922

 

3,278

 

644

 

1,598

 

790

 

808

 

Total finite-lived intangible assets

 

 

 

 

 

$

5,522

 

$

4,129

 

$

1,393

 

$

80,998

 

$

2,094

 

$

78,904

 

 

The aggregate amount of amortization expense associated with the Company’s intangible assets for the years ending March 31, 2010, 2009 and 2008 was approximately $4.9 million, $1.7 million and $1.5 million, respectively. The estimated aggregate amortization expense for each of the years ending March 31, 2011 through 2015 is approximately $1.0 million, $0.3 million, $0.1 million, nil, and nil, respectively.

 

Other Assets

 

The composition of the Company’s other assets is as follows as of March 31, 2010 and March 31, 2009:

 

 

 

March 31,

 

March 31,

 

 

 

2010

 

2009

 

 

 

(Amounts in thousands)

 

Deferred financing costs, net of accumulated amortization

 

$

19,460

 

$

10,184

 

Prepaid expenses and other

 

15,078

 

6,181

 

Loans receivable

 

26,096

 

32,909

 

 

 

$

60,634

 

$

49,274

 

 

Deferred Financing Costs. Deferred financing costs primarily include costs incurred in connection with (1) an amended senior revolving credit facility (see Note 9), (2) the issuance of the Senior Secured Second-Priority Notes (see Note 10) and (3) the issuance of the October 2004 2.9375% Notes, the February 2005 3.625% Notes and the April 2009 3.625% Notes (see Note 13) that are deferred and amortized to interest expense using the effective interest method.

 

Prepaid Expenses and Other. Prepaid expenses and other primarily include prepaid expenses and security deposits.

 

Loans Receivable. The following table sets forth the Company’s loans receivable at March 31, 2010 and March 31, 2009:

 

 

 

Interest
Rate

 

March 31,
2010

 

March 31,
2009

 

 

 

 

 

(Amounts in thousands)

 

Third-party producer 

 

3.04%

 

$

 17,147

 

$

 25,813

 

NextPoint, Inc. (“Break.com”)

 

5.29% - 20.0%

 

7,891

 

7,096

 

Other

 

3.49%

 

1,058

 

 

 

 

 

 

$

26,096

 

$

32,909

 

 

9. Senior Revolving Credit Facility

 

On September 30, 2009, the Company amended its senior revolving credit facility which allowed for the Company to issue certain senior secured second-priority notes and expand acceptable obligors included in the senior revolving credit facility’s borrowing base calculation. The amendment resulted in an increase of the interest rate of 0.25%, and an additional financial covenant was added, among other changes.

 

17



 

At March 31, 2010, the Company had borrowings of $17.0 million (March 31, 2009 — $255 million) under its senior revolving credit facility. The availability of funds under its senior revolving credit facility is limited by a borrowing base and also reduced by outstanding letters of credit which amounted to $25.6 million at March 31, 2010 (March 31, 2009 — $46.7 million). At March 31, 2010, there was $297.4 million available under the senior revolving credit facility (March 31, 2009 - $38.3 million). The Company is required to pay a quarterly commitment fee based upon 0.375% per annum on the total senior revolving credit facility of $340 million less the amount drawn. The senior revolving credit facility expires July 25, 2013 and as of March 31, 2010, bore interest of 2.5% over the “Adjusted LIBOR” rate (effective interest rate of 2.75% as of March 31, 2010 and March 31, 2009). Obligations under the senior revolving 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 Company’s subsidiaries. The senior revolving 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. Under the senior revolving credit facility, the Company may also be subject to an event of default upon a change in control (as defined in the senior revolving credit facility) which, among other things, includes a person or group acquiring ownership or control in excess of 20% of the Company’s common stock.

 

10. Senior Secured Second-Priority Notes

 

 

 

March 31,
2010

 

 

 

(Amounts
in

 

 

 

thousands)

 

Principal amount of Senior Secured Second-Priority Notes

 

$

236,000

 

Unamortized discount (remaining period as of March 31, 2010 of 6.6 years )

 

(10,845

)

Net carrying amount of Senior Secured Second-Priority Notes

 

$

225,155

 

 

On October 21, 2009, Lions Gate Entertainment Inc. (“LGEI”), one of the Company’s wholly-owned subsidiaries, issued $236.0 million aggregate principal amount of senior secured second-priority notes due 2016 (the “Senior Notes”) in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

 

The Senior Notes were issued by LGEI at an initial price of 95.222% (original issue discount – 4.778%) of the principal amount. The net proceeds, after deducting discounts, the fees paid to the initial purchaser, and all transaction costs (including legal, accounting and other professional fees) from the sale of the Senior Notes was approximately $214.7 million, which was used by LGEI to repay a portion of its outstanding debt under its senior revolving credit facility. The original issue discount, interest and deferred financing costs are being amortized through November 1, 2016 using the effective interest method.

 

The Senior Notes pay interest semi-annually on May 1 and November 1 of each year at a rate of 10.25% per year and mature on November 1, 2016.

 

The Senior Notes are guaranteed on a senior secured basis by the Company, and certain wholly-owned subsidiaries of both the Company and LGEI. The Senior Notes are ranked junior in right of payment to the Company’s senior revolving credit facility, ranked equally in right of payment to the Company’s subordinated notes, and ranked senior to any of the Company’s unsecured debt, to the extent of the value of the respective collateral.

 

The Senior Notes contain certain restrictions and covenants that, subject to certain exceptions, limit our ability to incur additional indebtedness, pay dividends or repurchase the Company’s common shares, make certain loans or investments, and sell or otherwise dispose of certain assets subject to certain conditions, among other limitations.

 

18



 

11. Participations and Residuals

 

The Company expects approximately 81% of accrued participations and residuals will be paid during the one-year period ending March 31, 2011.

 

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, was to contribute, in general, 50% of the Company’s 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 of subordinated debt instruments, equity and a senior revolving credit facility, which was subject to a borrowing base. The borrowing base calculation was 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 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 distributed the pictures covered by the arrangement with a portion of net profits after all costs and the Company’s 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.

 

In late 2008, the administrative agent for the senior lenders under Pride’s senior credit facility took the position, among others, that the senior lenders did not 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 could not be satisfied. The Company was not a party to the credit facility. Consequently, Pride did not purchase the pictures The Spirit, My Bloody Valentine 3-D and Madea Goes To Jail. Thereafter, on April 20, 2009, after failed attempts by the Company to facilitate a resolution, the Company gave LG Film Finance I, LLC (“FilmCo”) and Pride notice that FilmCo, through Pride’s failure to make certain capital contributions, was in default of the Master Picture Purchase Agreement. On May 5, 2009, the representative for the Pride equity and the Pride mezzanine investor responded that the required amount was fully funded and that it had no further obligations to make any additional capital contributions. Consequently, on May 29, 2009, the Company terminated its theatrical slate participation arrangement with Pride. Since May 29, 2009, there have been no developments with respect to the arrangement.

 

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 March 31, 2010, $24.1 million (March 31, 2009, $83.8 million) was payable to Pride and is included in participations and residuals in the consolidated balance sheets.

 

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 government’s 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 Company’s 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.

 

19



 

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 March 31, 2010, $7.2 million (March 31, 2009, $3.2 million) was payable to SGF and is included in participations and residuals in the consolidated balance sheets. Under the terms of the arrangement, $35 million is available through July 30, 2010 and $35 million is available during the twelve-month period ending July 30, 2011, to be provided by SGF. As of March 31, 2010, $5.5 million was received under the agreement reducing the July 30, 2010 availability to $29.5 million.

 

12. Film Obligations and Production Loans

 

 

 

March 31,

 

March 31,

 

 

 

2010

 

2009

 

 

 

(Amounts in thousands)

 

Film obligations

 

$

40,267

 

$

88,814

 

Production loans

 

 

 

 

 

Individual production loans

 

210,021

 

206,978

 

Pennsylvania Regional Center production loans

 

65,746

 

8,733

 

Film Credit Facility

 

35,735

 

 

Total film obligations and production loans

 

351,769

 

304,525

 

Less film obligations and production loans expected to be paid within one year

 

(227,100

)

(185,647

)

Film obligations and production loans expected to be paid after one year

 

$

124,669

 

$

118,878

 

 

The following table sets forth future annual repayment of film obligations and production loans:

 

 

 

Year Ended March 31,

 

 

 

2011

 

2012

 

2013

 

2014

 

2015

 

Thereafter

 

Total

 

 

 

(Amounts in thousands)

 

Future annual repayment of Film Obligations and Production Loans recorded as of March 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Film obligations

 

$

40,267

 

$

 

$

 

$

 

$

 

$

 

$

40,267

 

Production loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual production loans

 

156,069

 

38,952

 

 

15,000

 

 

 

210,021

 

Pennsylvania Regional Center production loans

 

 

 

 

65,746

 

 

 

65,746

 

Film Credit Facility

 

30,764

 

4,971

 

 

 

 

 

35,735

 

 

 

$

227,100

 

$

43,923

 

$

 

$

80,746

 

$

 

$

 

$

351,769

 

 

Film Obligations

 

Film obligations include minimum guarantees, which represent amounts payable for film rights that the Company has acquired and certain theatrical marketing obligations, which represent amounts received from third parties that are contractually committed for theatrical marketing expenditures associated with specific titles.

 

Individual Production Loans

 

Production loans represent individual loans for the production of film and television programs that the Company produces. Individual production loans have contractual repayment dates either at or near the expected completion date, with the exception of certain loans containing repayment dates on a longer term basis. Individual production loans of $143.0 million incur interest at rates ranging from 1.98% to 4.00%; approximately $67.0 million of production loans are non-interest bearing.

 

Pennsylvania Regional Center

 

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 $66,500,000 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 Company’s 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 1.5%, 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 Company’s film library pursuant to an intercreditor agreement with the Company’s senior lender under the Company’s senior revolving credit facility. Pursuant to the terms of the Company’s senior revolving credit facility, the Company is required to maintain certain collateral equal to the loans outstanding plus 5% under this facility. Such collateral can consist of cash, cash equivalents or debt securities, including the Company’s subordinated debt repurchased. As of March 31, 2010, $72.8 million principal value (fair value — $69.5 million) of the Company’s subordinated debt repurchased in December 2009 (see Note 13) was held as collateral under the Company’s senior revolving credit facility.

 

All amounts borrowed under this loan agreement with the Pennsylvania Regional Center are due April 11, 2013, five years from the date that the Company began to borrow under this agreement.

 

20



 

Film Credit Facility

 

On October 6, 2009, the Company, entered into a revolving film credit facility agreement, as amended effective December 31, 2009 (the “Film Credit Facility”), which provides for borrowings for the acquisition or production of motion pictures. Currently, the Film Credit Facility provides for total borrowings up to $120 million and can be increased to $200 million if additional lenders or financial institutions become a party to and provide a commitment under the facility. The Film Credit Facility has a maturity date of April 6, 2013 and as of March 31, 2010, bore interest of 3.25% over the “LIBO” rate (as defined in the credit agreement — effective interest rate of 3.50% as of March 31, 2010). The Company is required to pay a quarterly commitment fee of 0.75% per annum on the unused commitment under the Film Credit Facility. Borrowings under the Film Credit Facility are due the earlier of (a) nine months after delivery of each motion picture or (b) April 6, 2013. Borrowings under the Film Credit Facility are subject to a borrowing base calculation and are secured by interests in the related motion pictures, together with certain other receivables from other motion picture and television productions pledged by the Company, including a minimum pledge of such receivables of $25 million. Receivables pledged to the Film Credit Facility must be excluded from the borrowing base calculation under the Company’s senior revolving credit facility as described in Note 8. At March 31, 2010, the Company had borrowings of $35.7 million and $84.3 million remains available under the Film Credit Facility.

 

13. Subordinated Notes and Other Financing Obligations

 

The following table sets forth the subordinated notes and other financing obligations outstanding at March 31, 2010 and March 31, 2009:

 

 

 

March 31,
2010

 

March 31,
2009

 

 

 

(Amounts in thousands)

 

October 2004 2.9375% Convertible Senior Subordinated Notes

 

$

99,471

 

$

127,253

 

February 2005 3.625% Convertible Senior Subordinated Notes

 

52,675

 

138,552

 

April 2009 3.625% Convertible Senior Subordinated Notes

 

36,172

 

 

Other financing obligations

 

3,718

 

15,716

 

 

 

$

192,036

 

$

281,521

 

 

Subordinated Notes

 

Carrying Value. The following table sets forth the equity and liability components of the Company’s subordinated notes outstanding as of March 31, 2010 and March 31, 2009 as fully described below:

 

 

 

March 31,
2010

 

March 31,
2009

 

 

 

(Amounts in thousands)

 

October 2004 2.9375% Convertible Senior Subordinated Notes:

 

 

 

 

 

Carrying amount of equity component

 

$

48,080

 

$

50,074

 

 

 

 

 

 

 

Carrying amount of liability component

 

 

 

 

 

Principal amount of October 2004 2.9375% Notes

 

$

110,035

 

$

150,000

 

Unamortized discount (remaining period of 1.8 and 2.8 years, respectively)

 

(10,564

)

(22,747

)

Net carrying amount of October 2004 2.9375% Notes

 

$

99,471

 

$

127,253

 

 

 

 

 

 

 

February 2005 3.625% Convertible Senior Subordinated Notes:

 

 

 

 

 

Carrying amount of equity component

 

$

50,855

 

$

54,355

 

 

 

 

 

 

 

Carrying amount of liability component

 

 

 

 

 

Principal amount of February 3.625% Notes

 

$

59,479

 

$

166,000

 

Unamortized discount (remaining period of 2.0 and 3.0 years, respectively)

 

(6,804

)

(27,448

)

Net carrying amount of February 2005 3.625% Notes

 

$

52,675

 

$

138,552

 

 

 

 

 

 

 

April 2009 3.625% Convertible Senior Subordinated Notes:

 

 

 

 

 

Carrying amount of equity component

 

$

16,085

 

N/A

 

 

 

 

 

 

 

Carrying amount of liability component

 

 

 

 

 

Principal amount of April 2009 3.625% Notes

 

$

66,581

 

N/A

 

Unamortized discount (remaining period of 5.0 years)

 

(30,409

)

N/A

 

Net carrying amount of April 2009 3.625% Notes

 

$

36,172

 

N/A

 

 

21



 

Interest Expense. The effective interest rate on the liability component and the amount of interest expense, which includes both the contractual interest coupon and amortization of the discount on the liability component, for the years ended March 31, 2010, 2009 and 2008 are presented below.

 

 

 

Year
Ended
March 31,
2010

 

Year
Ended
March 31,
2009

 

Year
Ended
March 31,
2008

 

 

 

(Amounts in thousands)

 

October 2004 2.9375% Convertible Senior Subordinated Notes:

 

 

 

 

 

 

 

Effective interest rate of liability component (9.65%)

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

Contractual interest coupon

 

$

3,879

 

$

4,406

 

$

4,406

 

Amortization of discount on liability component

 

7,731

 

7,570

 

6,876

 

Amortization of debt issuance costs

 

497

 

457

 

378

 

 

 

$

12,107

 

$

12,433

 

$

11,660

 

February 2005 3.625% Convertible Senior Subordinated Notes:

 

 

 

 

 

 

 

Effective interest rate of liability component (10.03%)

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

Contractual interest coupon

 

$

2,965

 

$

6,235

 

$

6,344

 

Amortization of discount on liability component

 

5,098

 

7,894

 

7,251

 

Amortization of debt issuance costs

 

301

 

493

 

413

 

 

 

$

8,364

 

$

14,622

 

$

14,008

 

April 2009 3.625% Convertible Senior Subordinated Notes:

 

 

 

 

 

 

 

Effective interest rate of liability component (17.26%)

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

Contractual interest coupon

 

$

2,286

 

N/A

 

N/A

 

Amortization of discount on liability component

 

3,276

 

N/A

 

N/A

 

Amortization of debt issuance costs

 

7

 

N/A

 

N/A

 

 

 

$

5,569

 

N/A

 

N/A

 

 

October 2004 2.9375% Notes. In October 2004, LGEI sold $150.0 million of 2.9375% Convertible Senior Subordinated Notes (the “October 2004 2.9375% Notes”).

 

Outstanding Amount: As of March 31, 2010, $110.0 million of aggregate principal amount (carrying value – $99.5 million) of the October 2004 2.9375% Notes remain outstanding.

 

Interest: Interest on the October 2004 2.9375% Notes is payable semi-annually on April 15 and October 15.

 

Maturity Date: The October 2004 2.9375% Notes mature on October 15, 2024.

 

Redeemable by Company: From October 15, 2009 to October 14, 2010, LGEI may redeem the October 2004 2.9375% Notes at 100.839%; from October 15, 2010 to October 14, 2011, LGEI may redeem the October 2004 2.9375% Notes at 100.420%; and thereafter, LGEI may redeem the October 2004 2.9375% Notes at 100%.

 

Redeemable by Holder: The holder may require LGEI to repurchase the October 2004 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.

 

Conversion Features: The holder may convert the October 2004 2.9375% Notes into the Company’s common shares prior to maturity only if the price of the Company’s common shares issuable upon conversion of a note reaches or falls below a certain specific threshold over a specified period, the notes have been called for redemption, a change in control occurs or certain other corporate transactions occur. Before the close of business on or prior to the trading day immediately before the maturity date, the holder may convert the notes into the Company’s common shares at a conversion rate equal to 86.9565 shares per $1,000 principal amount of the October 2004 2.9375% Notes, subject to adjustment in certain circumstances, which represents a conversion price of approximately $11.50 per share. Upon conversion of the October 2004 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.

 

22



 

Make Whole Premium: Under certain circumstances, if the holder requires LGEI to repurchase all or a portion of their notes or the holder converts the 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 Company’s common shares on the effective date of the change in control. No make whole premium will be paid if the price of the Company’s common shares at such time is less than $8.79 per share or exceeds $50.00 per share.

 

Transaction: In December 2009, LGEI paid $38.0 million to repurchase $40.0 million of aggregate principal amount (carrying value — $35.5 million) of the October 2004 2.9375% Notes and recorded a loss on extinguishment of $0.8 million, which includes $0.3 million of deferred financing costs written off. The loss represented the excess of the fair value of the liability component of the October 2004 2.9375% Notes repurchased over their carrying value, plus the deferred financing costs written off. The excess of the amount paid over the fair value of the October 2004 2.9375% Notes repurchased was recorded as a reduction of shareholders’ equity reflecting the repurchase of the equity component of the October 2004 2.9375% Notes repurchased.

 

The October 2004 2.9375% Notes repurchased in December 2009 are being held as collateral under the Company’s senior revolving credit facility and may be resold at the prevailing market value.

 

February 2005 3.625% Notes. In February 2005, LGEI sold $175.0 million of 3.625% Convertible Senior Subordinated Notes (the “February 2005 3.625% Notes”).

 

Outstanding Amount: As of March 31, 2010, $59.5 million of aggregate principal amount (carrying value – $52.7 million) of the February 2005 3.625% Notes remain outstanding.

 

Interest: Interest on the February 2005 3.625% Notes is payable at 3.625% per annum semi-annually on March 15 and September 15 until March 15, 2012 and at 3.125% per annum thereafter until maturity.

 

Maturity Date: The February 2005 3.625% Notes will mature on March 15, 2025.

 

Redeemable by Company: LGEI may redeem all or a portion of the February 2005 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.

 

Redeemable by Holder: The holder may require LGEI to repurchase the February 2005 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.

 

Conversion Features: The February 2005 3.625% Notes are convertible, at the option of the holder, at any time 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 February 2005 3.625% Notes, subject to adjustment in certain circumstances, which represents a conversion price of approximately $14.28 per share. Upon conversion of the February 2005 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.

 

Make Whole Premium: 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 Company’s common shares on the effective date of the change in control. No make whole premium will be paid if the price of the Company’s common shares at such time is less than $10.35 per share or exceeds $75.00 per share.

 

23



 

Transactions: The Company had the following transactions associated with its February 2005 3.625% Notes:

 

December 2008 Repurchase: In December 2008, LGEI paid $5.5 million to extinguish $9.0 million of aggregate principal amount (carrying value — $7.4 million) of the February 2005 3.625% Notes and recorded a gain on extinguishment of $3.0 million, which includes $0.1 million of deferred financing costs written off. The gain represented the excess of the carrying value of the liability component of the February 2005 3.625% Notes repurchased over their fair value, net of the deferred financing costs written off. The excess of the amount paid over the fair value of the February 2005 3.625% Notes repurchased was recorded as a reduction of shareholders’ equity reflecting the repurchase of the equity component of the February 2005 3.625% Notes repurchased.

 

April 20, 2009 Refinancing Exchange Agreement: On April 20, 2009, LGEI entered into Refinancing Exchange Agreements (the “Refinancing Exchange Agreements”) with certain existing holders of the February 2005 3.625% Notes. Pursuant to the terms of the Refinancing Exchange Agreements, holders of the February 2005 3.625% Notes exchanged approximately $66.6 million aggregate principal amount of the February 2005 3.625% Notes for new 3.625% convertible senior subordinated notes (the “April 2009 3.625% Notes”) in the same aggregate principal amount under a new indenture entered into by LGEI, the Company, as guarantor, and an indenture trustee thereunder. As a result of the exchange transaction, the Company recorded a gain on extinguishment of debt of $7.5 million. The gain represented the difference between the fair value of the liability component of the February 2005 3.625% Notes and their carrying value. The excess of the fair value of both the equity and liability component of the April 2009 3.625% Notes over the fair value of the February 2005 3.625% Notes of $3.9 million was recorded as a reduction of shareholders’ equity reflecting the repurchase of the equity component of the February 2005 3.625% Notes.

 

December 2009 Repurchase: In December 2009, LGEI paid $37.7 million to extinguish $39.9 million of aggregate principal amount (carrying value — $35.0 million) of the February 2005 3.625% Notes and recorded a loss on extinguishment of $0.9 million, which includes $0.4 million of deferred financing costs written off. The loss represented the excess of the fair value of the liability component of the February 2005 3.625% Notes repurchased over their carrying value, plus the deferred financing costs written off. The excess of the amount paid over the fair value of the February 2005 3.625% Notes repurchased was recorded as a reduction of shareholders’ equity reflecting the repurchase of the equity component of the February 2005 3.625% Notes repurchased.

 

The February 2005 3.625% Notes repurchased in December 2009 may be resold at the prevailing market value. In addition, $32.9 million of aggregate principal amount of the February 2005 3.625% Notes repurchased are being held as collateral under the Company’s senior revolving credit facility.

 

April 2009 3.625% Notes. As discussed above, in April 2009, LGEI issued approximately $66.6 million of 3.625% Convertible Senior Subordinated Notes (the “April 2009 3.625% Notes”).

 

Outstanding Amount: As of March 31, 2010, $66.6 million of aggregate principal amount (carrying value – $36.2 million) of the April 2009 3.625% Notes remain outstanding.

 

Interest: Interest on the April 2009 3.625% Notes is payable at 3.625% per annum semi-annually on March 15 and September 15 of each year.

 

Maturity Date: The April 2009 3.625% Notes will mature on March 15, 2025.

 

Redeemable by Company: On or after March 15, 2015, the Company may redeem the April 2009 3.625% Notes, in whole or in part, at a price equal to 100% of the principal amount of the April 2009 3.625% Notes to be redeemed, plus accrued and unpaid interest through the date of redemption.

 

Redeemable by Holder: The holder may require LGEI to repurchase the April 2009 3.625% Notes on March 15, 2015, 2018 and 2023 or upon a “designated event,” at a price equal to 100% of the principal amount of the April 2009 3.625% Notes to be repurchased plus accrued and unpaid interest.

 

24



 

Conversion Features: The April 2009 3.625% Notes may be converted into common shares of the Company at any time before maturity, redemption or repurchase. The initial conversion rate of the April 2009 3.625% Notes is 121.2121 common shares per $1,000 principal amount of the April 2009 3.625% Notes, subject to adjustment in certain circumstances, which represents a conversion price of approximately $8.25 per share. Upon conversion of the April 2009 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.

 

Make Whole Premium: 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 Company’s common shares on the effective date of the change in control. No make whole premium will be paid if the price of the Company’s common shares at such time is less than $5.36 per share or exceeds $50.00 per share.

 

The following table sets forth future contractual principal payment commitments under convertible senior subordinated notes as of March 31, 2010 are as follows:

 

 

 

Year Ended March 31,

 

 

 

2011

 

2012

 

2013

 

2014

 

2015

 

Thereafter

 

Total

 

 

 

(Amounts in thousands)

 

Future annual repayment of Convertible Senior Subordinated Notes recorded as of March 31, 2010 (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 2004 2.9375% Notes

 

$

 

$

110,035

 

$

 

$

 

$

 

$

 

$

110,035

 

February 2005 3.625% Notes

 

 

59,479

 

 

 

 

 

59,479

 

April 2009 3.625% Notes

 

 

 

 

 

66,581

 

 

66,581

 

 

 

$

 

$

169,514

 

$

 

$

 

$

66,581

 

$

 

$

236,095

 

 


(1)       The future repayment dates of the convertible senior subordinated notes represent the first redemption date by holder for each note respectively, as described above.

 

Other Financing Obligations

 

The following table sets forth other financing obligations outstanding at March 31, 2010 and March 31, 2009:

 

 

 

Interest
Rate

 

March 31,
2010

 

March 31,
2009

 

 

 

 

 

(Amounts in thousands)

 

TV Guide Network satellite transponder lease

 

6.65%

 

$

 

$

11,998

 

Capital asset acquisition

 

8.02%

 

3,718

 

3,718

 

 

 

 

 

$

3,718

 

$

15,716

 

 

Future annual repayments of other financing obligations as of March 31, 2010 are as follows:

 

 

 

Year Ended March 31,

 

 

 

2011

 

2012

 

2013

 

2014

 

2015

 

Thereafter

 

Total

 

 

 

(Amounts in thousands)

 

Future annual repayment of Other Financing Obligations recorded as of March 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital asset acquisition

 

 

 

3,718

 

 

 

 

3,718

 

 

 

$

 

$

 

$

3,718

 

$

 

$

 

$

 

$

3,718

 

 

25


 


 

14. Fair Value Measurements

 

Fair Value

 

Accounting guidance and standards about fair value define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

Fair Value Hierarchy

 

Accounting guidance and standards about fair value establish a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance and standards establish three levels of inputs that may be used to measure fair value:

 

·            Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

·            Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 liabilities that are measured at fair value on a recurring basis include the Company’s senior revolving credit facility and convertible senior subordinated notes, both priced using discounted cash flow techniques that use observable market inputs, such as LIBOR-based yield curves, three- and seven-year swap rates, and credit ratings.

 

·            Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

 

The following table sets forth the carrying values and fair values (all determined using Level 2 inputs defined above) of the Company’s outstanding debt at March 31, 2010:

 

 

 

Carrying

 

 

 

 

 

Value

 

Fair Value

 

 

 

 

 

(Level 2)

 

 

 

(Amounts in thousands)

 

Senior revolving credit facility

 

$

17,000

 

$

17,000

 

October 2004 2.9375% Convertible Senior Subordinated Notes

 

99,471

 

105,865

 

February 2005 3.625% Convertible Senior Subordinated Notes

 

52,675

 

54,715

 

April 2009 3.625% Convertible Senior Subordinated Notes

 

36,172

 

49,542

 

Senior Secured Second-Priority Notes

 

225,155

 

258,129

 

 

 

 

 

 

 

 

 

$

430,473

 

$

485,251

 

 

15. Comprehensive Income (Loss)

 

Components of accumulated other comprehensive income (loss) are as follows:

 

 

 

Foreign
Currency
Translation
Adjustments

 

Unrealized
Gain
(Loss)

on Foreign
Exchange
Contracts

 

Unrealized
Gain (Loss) on
Securities

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

 

(Amounts in thousands)

 

Balance at March 31, 2008

 

$

(334

)

$

(126

)

$

(73

)

$

(533

)

Current year change

 

(11,562

)

144

 

73

 

(11,345

)

Balance at March 31, 2009

 

(11,896

)

18

 

 

(11,878

)

Current year change

 

4,849

 

418

 

 

5,267

 

Balance at March 31, 2010

 

$

(7,047

)

$

436

 

$

 

$

(6,611

)

 

26



 

16. Capital Stock

 

(a) Common Shares

 

The Company had 500,000,000 authorized shares of common stock at March 31, 2010 and 2009. The table below outlines common shares reserved for future issuance:

 

 

 

March 31,
2010

 

March 31,
2009

 

 

 

(Amounts in thousands)

 

Stock options outstanding, average exercise price $9.75 (March 31, 2009 — $9.75)

 

3,360

 

3,899

 

Restricted share units — unvested

 

3,416

 

2,566

 

Share purchase options and restricted share units available for future issuance

 

3,717

 

5,120

 

Shares issuable upon conversion of October 2004 2.9375% Notes at conversion price of $11.50 per share

 

9,568

 

13,043

 

Shares issuable upon conversion of February 2005 3.625% Notes at conversion price of $14.28 per share

 

4,164

 

11,622

 

Shares issuable upon conversion of April 2009 3.625% Notes at conversion price of $8.25 per share

 

8,070

 

 

Shares reserved for future issuance

 

32,295

 

36,250

 

 

The Company’s Board of Directors has authorized the repurchase of up to $150 million of the Company’s 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 March 31, 2010, 6,787,310 shares have been repurchased pursuant to the plan at a cost of approximately $65.2 million, including commission costs. During the years ended March 31, 2009 and 2008, 4,588,675 and 2,198,635 shares have been repurchased pursuant to the plan at a cost of approximately $45.0 million and $20.3 million, respectively. No shares were repurchased during the year ended March 31, 2010. The share repurchase program has no expiration date.

 

(b) Series B Preferred Shares

 

As a condition of the purchase of a subsidiary, on October 13, 2000, the Company issued ten shares at $10 per share to the principal shareholder of Trimark Holdings, Inc. The shares were non-transferable and were not entitled to dividends. The shares were non-voting except that the holder, who was a principal of the subsidiary acquired, had the right to elect himself as a director to the Company’s Board of Directors. The shares were redeemable by the Company if certain events occur. The shares had a liquidation preference equal to the stated value of $10 per share. In February 2009, the Company redeemed the ten shares at $10 per share.

 

(c) Share-Based Compensation

 

The Company has two stock option and long-term incentive plans that permit the grant of stock options and other equity awards to certain employees, officers, non-employee directors and consultants for up to 23.0 million shares of the Company’s common stock.

 

Employees’ and Directors’ Equity Incentive Plan (the “Plan”): The plan provides for the issuance of up to 9.0 million shares of common stock of the Company to eligible employees, directors, and service providers. Of the 9.0 million common shares allocated for issuance, up to a maximum of 250,000 common shares may be issued as discretionary bonuses in accordance with the terms of a share bonus plan. No new awards were granted under the Plan subsequent to the 2004 Annual General Meeting of Shareholders. Any remaining shares available for additional grant purposes under the Plan may be issued under the 2004 Plan. At March 31, 2010, 101,351 common shares were available for grant under the 2004 Plan.

 

27



 

2004 Performance Incentive Plan (the “2004 Plan”): The 2004 Plan provides for the issuance of up to an additional 14.0 million common shares, stock options, share appreciation rights, restricted shares, share bonuses or other forms of awards granted or denominated in common shares of the Company to eligible employees, directors, officers and other eligible persons through the grant of awards and incentives for high levels of individual performance and improved financial performance of the Company. The per share exercise price of an option granted under the 2004 Plan generally may not be less than the fair market value of a common share of the Company on the date of grant. The maximum term of an option granted under the 2004 Plan is ten years from the date of grant. At March 31, 2010, 3,616,009 common shares were available for grant under the 2004 Plan.

 

The Company accounts for stock-based compensation in accordance with accounting standards that require 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, the Company estimates forfeitures for share-based awards that are not expected to vest. As stock-based compensation expense recognized in the Company’s consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.

 

The Company recognized the following stock-based compensation expense (benefit) during the years ended March 31, 2010, 2009 and 2008:

 

 

 

Year
Ended
March 31,
2010

 

Year
Ended
March 31,
2009

 

Year
Ended
March 31,
2008

 

 

 

(Amounts in thousands)

 

Compensation Expense (Benefit):

 

 

 

 

 

 

 

Stock Options

 

$

3,213

 

$

3,184

 

$

3,375

 

Restricted Share Units and Other Share-based Compensation

 

14,385

 

10,063

 

10,414

 

Stock Appreciation Rights

 

1,225

 

(3,527

)

(1,708

)

Total

 

$

18,823

 

$

9,720

 

$

12,081

 

 

There was no income tax benefit recognized in the statements of operations for stock-based compensation arrangements during the years ended March 31, 2010, 2009 and 2008.

 

Stock Options

 

A summary of option activity under the various plans as of March 31, 2010, 2009 and 2008 and changes during the years then ended is presented below:

 

 

 

Number of
Shares (1)

 

Number of
Shares
(2)

 

Total
Number of
Shares

 

Weighted-
Average
Exercise
Price

 

Weighted
Average
Remaining
Contractual
Term In
Years

 

Aggregate
Intrinsic
Value as
of

March 31,
2010

 

Options:

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at April 1, 2007

 

5,933,289

 

 

5,933,289

 

$

6.30

 

 

 

 

 

Granted

 

495,000

 

600,000

 

1,095,000

 

10.33

 

 

 

 

 

Exercised

 

(1,871,058

)

 

(1,871,058

)

3.09

 

 

 

 

 

Forfeited or expired

 

(19,868

)

 

(19,868

)

7.42

 

 

 

 

 

Outstanding at March 31, 2008

 

4,537,363

 

600,000

 

5,137,363

 

$

8.32

 

 

 

 

 

Granted

 

5,000

 

 

5,000

 

9.53

 

 

 

 

 

Exercised

 

(1,158,177

)

 

(1,158,177

)

3.67

 

 

 

 

 

Forfeited or expired

 

(85,020

)

 

(85,020

)

6.51

 

 

 

 

 

Outstanding at March 31, 2009

 

3,299,166

 

600,000

 

3,899,166

 

$

9.75

 

 

 

 

 

Granted

 

110,000

 

 

110,000

 

5.41

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

(649,166

)

 

(649,166

)

8.97

 

 

 

 

 

Outstanding at March 31, 2010

 

2,760,000

 

600,000

 

3,360,000

 

$

9.75

 

6.73

 

$

91,700

 

Outstanding as of March 31, 2010, vested or expected to vest in the future

 

2,753,667

 

600,000

 

3,353,667

 

$

9.76

 

6.73

 

$

87,115

 

Exercisable at March 31, 2010

 

1,887,500

 

200,000

 

2,087,500

 

$

9.89

 

6.48

 

$

 

 


(1)          Issued under our long-term incentive plans.

 

(2)          On September 10, 2007, in connection with the acquisition of Mandate Pictures (see Note 17), two executives entered into employment agreements with LGF. Pursuant to the employment agreements, the executives were granted an aggregate of 600,000 stock options, 200,000 options of which vested, and 400,000 options of which are vesting over a one- to three year period. The options were granted outside of our long-term incentive plans.

 

28



 

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 Company’s stock, historical volatility of the Company’s 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 year ended March 31, 2010 was $3.21 (2009 — $3.06, 2008 — $4.17). The following table represents the assumptions used in the Black-Scholes option-pricing model for stock options granted during the years ended March 31, 2010, 2009 and 2008:

 

 

 

Year
Ended
March 31,
2010

 

Year
Ended
March 31,
2009

 

Year
Ended
March 31,
2008

 

Risk-free interest rate

 

2.6% - 3.6%

 

2.7%

 

2.7% - 4.8%

 

Expected option lives (in years)

 

10 years

 

5.0 years

 

5.0 to 6.5 years

 

Expected volatility for options

 

45%

 

31%

 

31%

 

Expected dividend yield

 

0%

 

0%

 

0%

 

 

The total intrinsic value of options exercised as of each exercise date during the year ended March 31, 2010 was nil (2009 — $7.1 million, 2008 — $12.1 million).

 

During the year ended March 31, 2009, 279,368 shares were cancelled to fund withholding tax obligations upon exercise.

 

Restricted Share Units

 

Effective June 27, 2005, the Company, pursuant to the 2004 Plan, began granting restricted share units to certain employees, directors and consultants.

 

A summary of the status of the Company’s restricted share units as of March 31, 2010, 2009 and 2008, and changes during the years then ended is presented below:

 

 

 

Number of
Shares (1)

 

Number of
Shares (2)

 

Total
Number of
Shares

 

Weighted
Average

Grant Date Fair
 Value

 

Restricted Share Units:

 

 

 

 

 

 

 

 

 

Outstanding at April 1, 2007

 

1,872,243

 

 

1,872,243

 

$

9.78

 

Granted

 

1,051,267

 

287,500

 

1,338,767

 

10.39

 

Vested

 

(825,846

)

 

(825,846

)

9.89

 

Forfeited

 

(60,539

)

 

(60,539

)

9.89

 

Outstanding at March 31, 2008

 

2,037,125

 

287,500

 

2,324,625

 

$

10.09

 

Granted

 

1,301,400

 

105,000

 

1,406,400

 

8.57

 

Vested

 

(1,097,403

)

(8,333

)

(1,105,736

)

10.06

 

Forfeited

 

(59,621

)

 

(59,621

)

10.07

 

Outstanding at March 31, 2009

 

2,181,501

 

384,167

 

2,565,668

 

$

9.27

 

Granted

 

1,910,792

 

52,500

 

1,963,292

 

5.58

 

Vested

 

(918,618

)

(113,334

)

(1,031,952

)

9.16

 

Forfeited

 

(81,040

)

 

(81,040

)

7.91

 

Outstanding at March 31, 2010

 

3,092,635

 

323,333

 

3,415,968

 

$

7.22

 

 


(1)          Issued under our long-term incentive plans.

 

(2)          On September 10, 2007, in connection with the acquisition of Mandate Pictures (see Note 17), 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.

 

29



 

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 March 31, 2010 related to non-vested stock options and restricted share units and the weighted average remaining years over which the cost will be recognized:

 

 

 

Total
Unrecognized
Compensation
Cost

 

Weighted
Average
Remaining
Years

 

 

 

(Amounts in thousands)

 

 

 

Stock Options

 

$

2,787

 

0.9

 

Restricted Share Units

 

13,989

 

1.8

 

Total

 

$

16,776

 

 

 

 

At March 31, 2010, 894,554 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 894,554 shares whose future annual performance targets have not been set was $5.6 million, based on the market price of the Company’s common shares as of March 31, 2010. 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.

 

Under the Company’s two stock option and long term incentive plans, the Company withholds shares to satisfy minimum statutory federal, state and local tax withholding obligations arising from the vesting of restricted share units. During the year ended March 31, 2010, 263,313 shares were withheld upon the vesting of restricted share units.

 

The Company becomes entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the stock options and restricted share units when vesting or exercise occurs, the restrictions are released and the shares are issued. Restricted share units are forfeited if the employees terminate prior to vesting.

 

30



 

Stock Appreciation Rights

 

The Company has the following stock appreciation rights (“SARs”) outstanding as of March 31, 2010 as set forth below:

 

 

 

Grant Date

 

 

 

July 14, 2008

 

August 14, 2008

 

February 5, 2009

 

April 6, 2009

 

March 17, 2010

 

SARs outstanding

 

750,000

 

250,000

 

850,000

 

700,000

 

500,000

 

Vested and exercisable

 

500,000

 

187,500

 

283,333

 

 

 

Exercise price

 

$

9.56

 

$

11.16

 

$

5.45

 

$

5.17

 

$

5.95

 

Vesting period

 

3 years

 

4 years

 

3 years

 

4 years

 

4 years

 

Expiration date

 

July 14, 2013

 

June 20, 2012

 

February 5, 2014

 

April 6, 2014

 

March 17, 2015

 

Fair value as of March 31, 2010

 

$

1.24

 

$

0.61

 

$

2.58

 

$

2.73

 

$

2.73

 

Liability as of March 31, 2010 (in thousands)

 

$

862

 

$

152

 

$

838

 

$

471

 

$

13

 

 

SARs require that upon their exercise, the Company pay the holder the excess of the market value of the Company’s common stock at that time over the exercise price of the SAR multiplied by the number of SARs exercised. SARs can be exercised at any time subsequent to vesting and prior to expiration. The fair value of all unexercised SARs are determined at each reporting period under a Black-Scholes option pricing methodology based on the inputs in the table below and are recorded as a liability over the vesting period. With the exception of the SARs granted on July 14, 2008, the fair value of the SARs is expensed on a pro rata basis over the vesting period or service period, if shorter. The SARs granted on July 14, 2008 were granted to a third party producer and vest in 250,000 SAR increments over a three-year period based on the commencement of principal photography of certain films. Accordingly, the pro rata portion of the fair value of the SARs are recorded as part of the cost of the related films until commencement of principal photography of the motion picture (i.e., vesting) with subsequent changes in the fair value of the SARs recorded to expense.

 

For the year ended March 31, 2010, the following assumptions were used in the Black-Scholes option-pricing model:

 

 

 

Grant Date

 

 

 

July 14, 2008

 

August 14, 2008

 

February 5, 2009

 

April 6, 2009

 

March 17, 2010

 

Risk-free interest rate

 

1.6%

 

1.0%

 

2.1%

 

2.1%

 

2.6%

 

Expected option lives (in years)

 

3.3 years

 

2.2 years

 

3.9 years

 

4.0 years

 

5.0 years

 

Expected volatility for options

 

45%

 

45%

 

45%

 

45%

 

45%

 

Expected dividend yield

 

0%

 

0%

 

0%

 

0%

 

0%

 

 

Other Share-Based Compensation

 

During the years ended March 31, 2010 and 2009, as per the terms of certain employment agreements, the Company granted the equivalent of $1.2 million and $0.3 million, respectively, in common shares to certain officers on a quarterly basis through the term of their employment contracts. For the years ended March 31, 2010 and 2009, the Company issued 131,234 and 24,095 shares, respectively, net of shares withheld to satisfy minimum tax withholding obligations. The Company recorded stock-based compensation expense related to this arrangement in the amount of $1.3 million and $0.5 million for the years ended March 31, 2010 and 2009, respectively.

 

17. Acquisitions and Divestitures

 

TV Guide Network

 

Acquisition of TV Guide Network. On February 28, 2009, the Company purchased all of the issued and outstanding equity interests of TV Guide Network and TV Guide.com (collectively “TV Guide Network”), a network and online provider of entertainment and television guidance-related programming, as well as localized program listings and descriptions primarily in the U.S. The Company paid approximately $241.6 million for all of the equity interest of TV Guide Network, which included a capital lease obligation of $12.1 million, and incurred approximately $1.5 million in direct transaction costs (legal fees, accountant’s fees and other professional fees).

 

31



 

The acquisition was accounted for as a purchase, with the results of operations of TV Guide Network included in the Company’s consolidated results from February 28, 2009. The acquisition goodwill represented the significant opportunity for the Company to expand the existing television channel and online media platforms. Goodwill of $152.6 million represented the excess of purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed. The final allocation of the purchase price to the assets acquired and liabilities assumed was as follows:

 

 

 

Allocation

 

 

 

(Amounts
in

 

 

 

thousands)

 

Accounts receivable, net

 

$

14,505

 

Property and equipment

 

26,649

 

Other assets acquired

 

1,831

 

Finite-lived intangible assets:

 

 

 

Customer relationships

 

66,340

 

Trademarks/trade names

 

10,250

 

Internal Use Software

 

2,200

 

Prepaid Patent License Agreements

 

1,510

 

Goodwill

 

152,599

 

Other liabilities assumed

 

(32,775

)

Total purchase price including transaction costs

 

$

243,109

 

 

Sale of Non-Controlling Interest in TV Guide Network. On May 28, 2009, the Company entered into a Purchase Agreement with OEP, the global private equity investment arm of JPMorgan Chase Bank, N.A., pursuant to which OEP purchased 49% of the Company’s interest in TV Guide Network for approximately $122.4 million in cash. In addition, OEP reserved the option of buying another 1% of TV Guide Network under certain circumstances. The arrangement contains joint control rights, as evidenced in an operating agreement as well as certain transfer restrictions and exit rights. There was no gain or loss on the transaction.

 

In exchange for the cash consideration, OEP received mandatorily redeemable preferred stock units and common stock units representing its 49% interest in TV Guide Network. The Company also received mandatorily redeemable preferred stock units and common stock units representing its 51% ownership share. The mandatorily redeemable preferred stock carries a dividend rate of 10% compounded annually and is mandatorily redeemable in May 2019 at the stated value plus the dividend return and any additional capital contributions less previous distributions.

 

The February 28, 2009 acquisition was accounted for as a purchase, with the results of operations of TV Guide Network included in the Company’s consolidated results from February 28, 2009 through May 28, 2009 when a portion of the entity was sold. Subsequent to the sale of TV Guide Network, the Company’s interest in TV Guide Network is being accounted for under the equity method of accounting (see Note 7).

 

Acquisition of Mandate Pictures, LLC

 

On September 10, 2007, the Company purchased all of the membership interests in Mandate Pictures, LLC (“Mandate”), a worldwide independent film producer and distributor. The Company paid approximately $58.6 million, comprised of $46.8 million in cash and 1,282,999 of the Company’s common shares. 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 Company’s 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 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”):

 

32



 

·             80% of the earnings of certain films for the longer of 5 years from the closing or 5 years from the release of the pictures, plus

 

·             20% of the earnings of certain pictures which commence principal photography within 5 years from the closing date for a period up to 10 years, plus

 

·             certain fees designated for derivative works which commence principal photography within 7 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 March 31, 2010, 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.

 

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 represents the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired.

 

The purchase agreement provided for additional purchase consideration if the aggregate earnings before interest, taxes, depreciation and amortization adjusted to add back 20% of the overhead expense (“Adjusted EBITDA”) of Debmar-Mercury exceeded certain thresholds. In March 2010, the Company negotiated the buy-out of this potential additional purchase consideration for $15 million. This amount was recorded as an addition to goodwill in March 2010. In connection with this buy-out the Company extended certain employment contracts which provides for certain contractual bonuses, as defined.

 

18. Direct Operating Expenses

 

 

 

Year

 

Year

 

Year

 

 

 

Ended

 

Ended

 

Ended

 

 

 

March 31,

 

March 31,

 

March 31,

 

 

 

2010

 

2009

 

2008

 

 

 

(Amounts in thousands)

 

Amortization of films and television programs

 

$

511,658

 

$

458,757

 

$

403,319

 

Participations and residual expense

 

264,945

 

328,267

 

257,046

 

Other expenses:

 

 

 

 

 

 

 

Provision for doubtful accounts

 

1,398

 

3,718

 

872

 

Foreign exchange losses (gains)

 

(32

)

3,074

 

(313

)

 

 

$

777,969

 

$

793,816

 

$

660,924

 

 

19. Income Taxes

 

The Company’s Canadian, UK, U.S., Australian and Hong Kong pretax income (loss), net of intercompany eliminations, are as follows:

 

 

 

Year

 

Year

 

Year

 

 

 

Ended

 

Ended

 

Ended

 

 

 

March 31,

 

March 31,

 

March 31,

 

 

 

2010

 

2009

 

2008

 

 

 

(Amounts in thousands)

 

Canada

 

$

15,167

 

$

(6,011

)

$

(2,221

)

United Kingdom

 

23,663

 

(9,747

)

(8,720

)

United States

 

(57,171

)

(155,734

)

(73,557

)

Australia

 

81

 

(744

)

1,094

 

Hong Kong

 

 

(3,494

)

 

 

 

$

(18,260

)

$

(175,730

)

$

(83,404

)

 

The Company’s current and deferred income tax provision (benefits) are as follows:

 

 

 

Year
Ended
March 31,
2010

 

Year
Ended
March 31,
2009

 

Year
Ended
March 31,
2008

 

 

 

(Amounts in thousands)

 

Current

 

$

871

 

$

876

 

$

4,820

 

Deferred

 

347

 

1,848

 

(789

)

 

 

$

1,218

 

$

2,724

 

$

4,031

 

CANADA

 

 

 

 

 

 

 

Current

 

$

779

 

$

(590

)

$

458

 

Deferred

 

 

513

 

(1,367

)

 

 

779

 

(77

)

(909

)

UNITED KINGDOM

 

 

 

 

 

 

 

Current

 

$

 

$

 

$

(56

)

Deferred

 

 

 

 

 

 

 

 

(56

)

UNITED STATES

 

 

 

 

 

 

 

Current

 

$

29

 

$

1,569

 

$

4,217

 

Deferred

 

347

 

1,318

 

597

 

 

 

376

 

2,887

 

4,814

 

AUSTRALIA

 

 

 

 

 

 

 

Current

 

$

63

 

$

(103

)

$

201

 

Deferred

 

 

17

 

(19

)

 

 

63

 

(86

)

182

 

 

33



 

The differences between income taxes expected at U.S. statutory income tax rates and the income tax provision are as set forth below:

 

 

 

Year
Ended
March 31,
2010

 

Year
Ended
March 31,
2009

 

Year
Ended
March 31,
2008

 

 

 

(Amounts in thousands)

 

Income taxes (tax benefits) computed at Federal statutory rate of 35%

 

$

(6,391

)

$

(61,506

)

$

(29,372

)

Federal alternative minimum tax

 

(1,567

)

(88

)

 

Foreign and provincial operations subject to different income tax rates

 

(307

)

1,455

 

(390

)

State income tax

 

494

 

1,327

 

2,642

 

Change to the accrual for tax liability

 

(482

)

(255

)

51

 

Foreign income tax withholding

 

1,698

 

1,148

 

753

 

Permanent differences

 

6,019

 

(2,102

)

1,830

 

Deferred tax on goodwill amortization

 

1,001

 

1,318

 

534

 

Other

 

(506

)

(1,602

)

3,214

 

Increase in valuation allowance

 

1,259

 

63,029

 

24,769

 

 

 

$

1,218

 

$

2,724

 

$

4,031

 

 

Although the Company is incorporated under Canadian law, the majority of its global operations are currently subject to tax in the U.S. As a result, the Company believes it is more appropriate to use the U.S. Federal statutory rate in its reconciliation of the statutory rate to its reported income tax rate.

 

34



 

The income tax effects of temporary differences between the book value and tax basis of assets and liabilities are as follows:

 

 

 

2010

 

2009

 

 

 

(Amounts in thousands)

 

CANADA

 

 

 

 

 

Assets

 

 

 

 

 

Net operating losses

 

$

9,961

 

$

8,079

 

Property and equipment

 

1,792

 

774

 

Reserves

 

1,670

 

1,676

 

Other

 

5,975

 

5,340

 

Valuation allowance

 

(18,938

)

(15,346

)

 

 

460

 

523

 

Liabilities

 

 

 

 

 

Investment in film and television obligations

 

(104

)

(202

)

Other

 

(356

)

(321

)

Net Canada

 

 

 

UNITED KINGDOM

 

 

 

 

 

Assets

 

 

 

 

 

Net operating losses

 

$

4,439

 

$

5,875

 

Property and equipment

 

45

 

61

 

Interest Payable

 

674

 

469

 

Other

 

52

 

36

 

Valuation Allowance

 

(4,030

)

(5,235

)

 

 

1,180

 

1,206

 

Liabilities

 

 

 

 

 

Investment in film and television obligations

 

(1,180

)

(1,206

)

Net United Kingdom

 

 

 

UNITED STATES

 

 

 

 

 

Assets

 

 

 

 

 

Net operating losses

 

$

48,894

 

$

51,153

 

Accounts payable

 

18,315

 

22,290

 

Other assets

 

54,836

 

64,541

 

Reserves

 

59,197

 

59,668

 

Valuation allowance

 

(114,157

)

(130,246

)

 

 

67,085

 

67,406

 

Liabilities

 

 

 

 

 

Investment in film and television obligations

 

(12,224

)

(11,323

)

Accounts receivable

 

(457

)

(1,193

)

Subordinated notes

 

(20,930

)

(20,947

)

Other

 

(35,183

)

(35,796

)

Net United States

 

(1,709

)

(1,853

)

AUSTRALIA

 

 

 

 

 

Assets

 

 

 

 

 

Net operating losses

 

$

 

$

223

 

Property and equipment

 

1

 

1

 

Other

 

1

 

8

 

Valuation allowance

 

(2

)

(232

)

Liabilities Net Australia

 

 

 

HONG KONG

 

 

 

 

 

Assets

 

NA

 

 

 

Net operating losses

 

 

 

$

422

 

Other

 

 

 

182

 

Valuation allowance

 

 

 

(604

)

Liabilities Net Hong Kong

 

 

 

TOTAL

 

$

(1,709

)

$

(1,853

)

 

35



 

Due to the uncertainty surrounding the timing of realizing the benefits of its deferred tax assets in future tax returns, the Company has recorded a valuation allowance against its deferred tax assets with the exception of deferred tax liabilities related to tax goodwill and certain foreign deferred tax assets. The total change in the valuation allowance was $14.5 million and $70.9 million for fiscal 2010 and fiscal 2009, respectively.

 

The deferred tax liabilities associated with tax goodwill cannot be considered a source of taxable income to support the realization of deferred tax assets, because these deferred tax liabilities will not reverse until some indefinite future period. As such, the Company has recorded a deferred tax liability as of March 31, 2010 and 2009 of $1.7 million and $1.8 million, respectively, arising from the Mandate Pictures acquisition.

 

At March 31, 2010, the Company had U.S. net operating loss carryforwards of approximately $156.2 million available to reduce future federal income taxes which expire beginning in 2018 through 2028. At March 31, 2010, the Company had state net operating loss carryforwards of approximately $131.1 million available to reduce future state income taxes which expire in varying amounts beginning 2011. At March 31, 2010, the Company had Canadian loss carryforwards of $27.3 million which will expire beginning in 2014 through 2030, and $15.9 million of UK loss carryforwards available indefinitely to reduce future income taxes. The Company expects the future utilization of the Company’s U.S. NOLs to offset future taxable income will be subject to a substantial annual limitation as a result of ownership changes that have occurred previously or that could occur in the future.

 

The Company recognizes tax benefits associated with the exercise of stock options and vesting of restricted share units directly to stockholders’ equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards resulting from tax benefits occurring from April 1, 2006 onward. A tax benefit occurs when the actual tax benefit realized upon an employee’s disposition of a share-based award exceeds the deferred tax asset, if any, associated with the award. At March 31, 2010, deferred tax assets do not include $27.4 million of loss carryovers from stock-based compensation.

 

U.S. income taxes were not provided on undistributed earnings from Australian and UK subsidiaries. Those earnings are considered to be permanently reinvested in accordance with accounting guidance.

 

Accounting guidance clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under this accounting guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, this accounting guidance provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

 

The Company adopted the provisions of this accounting standard on April 1, 2007. Upon adoption, the Company recognized no adjustment in its balance of unrecognized tax benefits. As of April 1, 2007, the date of adoption, the Company’s unrecognized tax benefits totaled $0.5 million exclusive of associated interest and penalties.

 

36



 

The following table summarizes the changes to the gross unrecognized tax benefits for the years ended March 31, 2010, 2009, and 2008:

 

 

 

(Amounts in
millions)

 

Gross unrecognized tax benefits at April 1, 2007

 

$

0.5

 

Increases in tax positions for prior years

 

 

Decreases in tax positions for prior years

 

 

Increases in tax positions for current year

 

 

Settlements

 

(0.5

)

Lapse in statute of limitations

 

 

Gross unrecognized tax benefits at March 31, 2008

 

 

Increases in tax positions for prior years

 

 

Decreases in tax positions for prior years

 

 

Increases in tax positions for current year

 

 

Settlements

 

 

Lapse in statute of limitations

 

 

Gross unrecognized tax benefits at March 31, 2009

 

 

Increases in tax positions for prior years

 

 

Decreases in tax positions for prior years

 

 

Increases in tax positions for current year

 

 

Settlements

 

 

Lapse in statute of limitations

 

 

Gross unrecognized tax benefits at March 31, 2010

 

$

 

 

The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. For the years ended March 31, 2010 and 2009, interest and penalties were not significant. The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. With a few exceptions, the Company is subject to income tax examination by U.S. and state tax authorities for the fiscal years ended March 31, 2005 and forward. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses (“NOLs”) were generated and carried forward, and make adjustments up to the amount of the NOLs. The Company’s fiscal years ended March 31, 2007 and forward are subject to examination by the UK tax authorities. The Company’s fiscal years ended March 31, 2006 and forward are subject to examination by the Canadian tax authorities. The Company’s fiscal years ended March 31, 2007 and forward are subject to examination by the Australian tax authorities. Currently, audits are occurring in various state and local tax jurisdictions.

 

20. Government Assistance

 

Tax credits earned for film and television production activity for the year ended March 31, 2010 totaled $51.7 million (2009 — $39.4 million; 2008 — $15.0 million) and are recorded as a reduction of the cost of the related film and television program. Accounts receivable at March 31, 2010 includes $45.8 million with respect to tax credits receivable (2009 — $37.2 million).

 

The Company is subject to routine inquiries and review by regulatory authorities of its various incentive claims which have been received or are receivable. Adjustments of claims, if any, as a result of such inquiries or reviews, will be recorded at the time of such determination.

 

21. Segment Information

 

Accounting guidance requires the Company to make certain disclosures about each reportable segment. The Company’s 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 three reportable business segments: Motion Pictures, Television Production, and Media Networks.

 

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 Production consists of the development, production and worldwide distribution of television productions including television series, television movies and mini-series and non-fiction programming.

 

Media Networks consists of TV Guide Network, including TV Guide Network On Demand and TV Guide Online (www.tvguide.com), acquired in February 2009 and deconsolidated in May 2009, when a portion of the segment was sold. The Media Networks Segment includes distribution revenue from multi-system cable operators and digital broadcast satellite providers (distributors generally pay a per subscriber fee for the right to distribute programming) and advertising revenue from the sale of advertising on its television channel and related online media platforms.

 

37



 

Segmented information by business is as follows:

 

 

 

Year

 

Year

 

Year

 

 

 

Ended

 

Ended

 

Ended

 

 

 

March 31,

 

March 31,

 

March 31,

 

 

 

2010

 

2009

 

2008

 

 

 

(Amounts in thousands)

 

Segment revenues

 

 

 

 

 

 

 

Motion Pictures

 

$

1,119,355

 

$

1,233,879

 

$

1,150,518

 

Television Production

 

350,876

 

222,173

 

210,521

 

Media Networks

 

19,275

 

10,322

 

 

 

 

$

1,489,506

 

$

1,466,374

 

$

1,361,039

 

Direct operating expenses

 

 

 

 

 

 

 

Motion Pictures

 

$

491,603

 

$

613,339

 

$

468,765

 

Television Production

 

278,943

 

176,763

 

192,159

 

Media Networks

 

7,423

 

3,714

 

 

 

 

$

777,969

 

$

793,816

 

$

660,924

 

Distribution and marketing

 

 

 

 

 

 

 

Motion Pictures

 

$

471,606

 

$

641,571

 

$

619,003

 

Television Production

 

32,527

 

26,149

 

16,663

 

Media Networks

 

2,008

 

1,837

 

 

 

 

$

506,141

 

$

669,557

 

$

635,666

 

Segment contribution before general and administration expenses

 

 

 

 

 

 

 

Motion Pictures

 

$

156,146

 

$

(21,031

)

$

62,750

 

Television Production

 

39,406

 

19,261

 

1,699

 

Media Networks

 

9,844

 

4,771

 

 

 

 

$

205,396

 

$

3,001

 

$

64,449

 

General and administration

 

 

 

 

 

 

 

Motion Pictures

 

$

47,251

 

$

49,643

 

$

42,951

 

Television Production

 

9,699

 

13,129

 

6,680

 

Media Networks

 

6,194

 

3,770

 

 

 

 

$

63,144

 

$

66,542

 

$

49,631

 

Segment profit (loss)

 

 

 

 

 

 

 

Motion Pictures

 

$

108,895

 

$

(70,674

)

$

19,799

 

Television Production

 

29,707

 

6,132

 

(4,981

)

Media Networks

 

3,650

 

1,001

 

 

 

 

$

142,252

 

$

(63,541

)

$

14,818

 

Acquisition of investment in films and television programs

 

 

 

 

 

 

 

Motion Pictures

 

$

287,991

 

$

366,095

 

$

323,504

 

Television Production

 

176,725

 

187,913

 

122,210

 

Media Networks

 

6,371

 

4,269

 

 

 

 

$

471,087

 

$

558,277

 

$

445,714

 

 

Segment contribution before general and administration expenses is defined as segment revenue less segment direct operating and distribution and marketing expenses.

 

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 Company’s loss before income taxes is as follows:

 

 

 

Year

 

Year

 

Year

 

 

 

Ended

 

Ended

 

Ended

 

 

 

March 31,

 

March 31,

 

March 31,

 

 

 

2010

 

2009

 

2008

 

 

 

(Amounts in thousands)

 

Company’s total segment profit (loss)

 

$

142,252

 

$

(63,541

)

$

14,818

 

Less:

 

 

 

 

 

 

 

Corporate general and administration

 

(79,916

)

(70,021

)

(69,449

)

Depreciation and amortization

 

(12,455

)

(7,657

)

(5,500

)

Interest expense

 

(47,162

)

(34,275

)

(29,899

)

Interest and other income

 

1,547

 

5,785

 

11,276

 

Gain on sale of equity securities

 

 

 

2,909

 

Gain on extinguishment of debt

 

5,675

 

3,023

 

 

Equity interests loss

 

(28,201

)

(9,044

)

(7,559

)

Loss before income taxes

 

$

(18,260

)

$

(175,730

)

$

(83,404

)

 

The following table sets forth significant assets as broken down by segment and other unallocated assets as of March 31, 2010 and 2009:

 

 

 

 

March 31, 2010

 

March 31, 2009

 

 

 

Motion

 

Television

 

 

 

Motion

 

Television

 

Media

 

 

 

 

 

Pictures

 

Production

 

Total

 

Pictures

 

Production

 

Networks

 

Total

 

 

 

(Amounts in thousands)

 

Significant assets by segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

171,522

 

$

121,402

 

$

292,924

 

$

148,625

 

$

61,652

 

$

16,733

 

$

227,010

 

Investment in films and television programs, net

 

553,058

 

108,047

 

661,105

 

570,985

 

131,037

 

745

 

702,767

 

Goodwill

 

210,293

 

28,961

 

239,254

 

210,293

 

13,961

 

155,148

 

379,402

 

 

 

$

934,873

 

$

258,410

 

$

1,193,283

 

$

929,903

 

$

206,650

 

$

172,626

 

$

1,309,179

 

Other unallocated assets (primarily cash, other assets, equity method investments and finite-lived intangible assets)

 

 

 

 

 

333,872

 

 

 

 

 

 

 

358,071

 

Total assets

 

 

 

 

 

$

1,527,155

 

 

 

 

 

 

 

$

1,667,250

 

 

Purchases of property and equipment amounted to $3.7 million, $8.7 million and $3.6 million for the fiscal year ended March 31, 2010, 2009, and 2008, respectively, all primarily pertaining to the corporate headquarters.

 

Revenue by geographic location, based on the location of the customers, with no other foreign country individually comprising greater than 10% of total revenue, is as follows:

 

 

 

Year

 

Year

 

Year

 

 

 

Ended

 

Ended

 

Ended

 

 

 

March 31,

 

March 31,

 

March 31,

 

 

 

2010

 

2009

 

2008

 

 

 

(Amounts in thousands)

 

Canada

 

$

71,402

 

$

71,925

 

$

61,247

 

United States

 

1,171,336

 

1,195,138

 

1,069,887

 

Other foreign

 

246,768

 

199,311

 

229,905

 

 

 

$

1,489,506

 

$

1,466,374

 

$

1,361,039

 

 

Assets by geographic location are as follows:

 

 

 

March 31,

 

March 31,

 

 

 

 

 

2010

 

2009

 

 

 

 

 

(Amounts in thousands)

 

 

 

Canada

 

$

49,927

 

$

54,909

 

 

 

United States

 

1,380,172

 

1,547,365

 

 

 

United Kingdom

 

95,740

 

60,737

 

 

 

Australia

 

1,316

 

3,372

 

 

 

Hong Kong

 

 

867

 

 

 

 

 

$

1,527,155

 

$

1,667,250

 

 

 

 

Total amount of revenue from one retail customer representing greater than 10% of consolidated revenues for the year ended March 31, 2010 was $191.9 million (2009 — $255.1 million; 2008 — $251.4 million). Accounts receivable due from this retail customer was approximately 15% of consolidated gross accounts receivable at March 31, 2010 and accounts receivable due from a broadcasting customer was approximately 19% of consolidated gross accounts receivable at March 31, 2010. The total amount of gross accounts receivable due from this retail customer was approximately $60.1 million at March 31, 2010 and the total amount of gross accounts receivable due from this broadcasting customer was approximately $74.3 million at March 31, 2010. Accounts receivable due from one retail customer was approximately 16% of consolidated gross accounts receivable at March 31, 2009 and accounts receivable due from one broadcasting customer was approximately 12% of consolidated gross accounts receivable at March 31, 2009. The total amount of gross accounts receivable due from this retail customer was approximately $52.4 million at March 31, 2009 and the total amount of gross accounts receivable due from this broadcasting customer was approximately $39.8 million at March 31, 2009.

 

38



 

22. Commitments and Contingencies

 

Future commitments under contractual obligations as of March 31, 2010 are as follows: 

 

 

 

Year Ended March 31,

 

 

 

2011

 

2012

 

2013

 

2014

 

2015

 

Thereafter

 

Total

 

 

 

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Future annual repayment of debt and other financing obligations recorded as of March 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior revolving credit facility

 

$

 

$

 

$

 

$

17,000

 

$

 

$

 

$

17,000

 

Production loans(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual production loans

 

156,069

 

38,952

 

 

15,000

 

 

 

210,021

 

Pennsylvania Regional Center production loans

 

 

 

 

65,746

 

 

 

65,746

 

Film Credit Facility

 

30,764

 

4,971

 

 

 

 

 

35,735

 

Subordinated notes and other financing obligations (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 2004 2.9375% Notes

 

 

110,035

 

 

 

 

 

110,035

 

February 2005 3.625% Notes

 

 

59,479

 

 

 

 

 

59,479

 

April 2009 3.625% Notes

 

 

 

 

 

66,581

 

 

66,581

 

Other financing obligations

 

 

 

3,718

 

 

 

 

3,718

 

Senior secured second priority notes (3)

 

 

 

 

 

 

236,000

 

236,000

 

 

 

$

186,833

 

$

213,437

 

$

3,718

 

$

97,746

 

$

66,581

 

$

236,000

 

$

804,315

 

Contractual commitments by expected repayment date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Film obligations(1)

 

$

40,267

 

$

 

$

 

$

 

$

 

$

 

$

40,267

 

Distribution and marketing commitments (4)

 

85,702

 

 

22,000

 

 

 

 

107,702

 

Minimum guarantee commitments (5)

 

155,053

 

11,890

 

1,396

 

 

 

 

168,339

 

Production loan commitments (5)

 

14,604

 

2,230

 

 

 

 

 

16,834

 

Cash interest payments on subordinated notes and other financing obligations

 

8,098

 

8,098

 

2,440

 

2,414

 

2,414

 

 

23,464

 

Cash interest payments on senior secured second priority notes

 

24,862

 

24,190

 

24,190

 

24,190

 

24,190

 

48,380

 

170,002

 

Operating lease commitments

 

8,862

 

8,113

 

8,580

 

8,679

 

8,090

 

3,269

 

45,593

 

Other contractual obligations

 

21,140

 

704

 

 

 

 

 

21,844

 

Employment and consulting contracts

 

34,551

 

18,284

 

9,271

 

4,918

 

2,637

 

1,890

 

71,551

 

 

 

$

393,139

 

$

73,509

 

$

67,877

 

$

40,201

 

$

37,331

 

$

53,539

 

$

665,596

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total future commitments under contractual obligations

 

$

579,972

 

$

286,946

 

$

71,595

 

$

137,947

 

$

103,912

 

$

289,539

 

$

1,469,911

 

 


(1)       Production loans represent loans for the production of film and television programs that the Company produces. Film obligations include minimum guarantees and theatrical marketing obligations as disclosed in Note 12 of our 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)       Subordinated notes and other financing obligations reflect the principal amounts of the October 2004 2.9375% Notes, the February 2005 3.625% Notes, and the April 2009 3.625% Notes and other financing obligations. The future repayment dates of the Senior Notes represent the first redemption date by holder for each note respectively. As of March 31, 2010, the carrying value of our subordinated notes was as follows: October 2004 2.9375% Notes — $99.5 million; February 2005 3.625% Notes — $52.7 million; and April 2009 3.625% Notes — $36.2 million. The difference between the carrying value and the principal amounts is being amortized as a non-cash charge to interest expense over the expected life of the Notes.

 

(3)       Senior secured second-priority notes reflect the principal amount payable in November 2016 with a carrying amount of $225.2 million as of March 31, 2010. The difference between the carrying value and the principal amount is being amortized as a non-cash charge to interest expense over the expected life of the notes.

 

(4)       Distribution and marketing commitments represent contractual commitments for future expenditures associated with distribution and marketing of films which we will distribute. The payment dates of these amounts are primarily based on the anticipated release date of the film.

 

(5)       Minimum guarantee commitments represent contractual commitments related to the purchase of film rights for future delivery. Production loan commitments represent amounts committed for future film production and development to be funded through production financing and recorded as a production loan liability. Future

 

39



 

payments under these commitments are based on anticipated delivery or release dates of the related film or contractual due dates of the commitment. The amounts include future interest payments associated with the commitments.

 

Operating Leases. The Company has operating leases for offices and equipment. The Company incurred rental expense of $9.7 million during the year ended March 31, 2010 (2009 — $9.6 million; 2008 — $6.2 million). The Company earned sublease income of $0.7 million during the year ended March 31, 2010 (2009 — $0.5 million; 2008 — $0.5 million).

 

Contingencies. The Company is from time to time involved in various claims, legal proceedings and complaints arising in the ordinary course of business. The Company does not believe that adverse decisions in any such pending or threatened proceedings, or any amount which the Company might be required to pay by reason thereof, would have a material adverse effect on the financial condition or future results of the Company.

 

The Company has provided an accrual for estimated losses under the above matters as of March 31, 2010.

 

23. Financial Instruments

 

(a) Credit Risk

 

Concentration of credit risk with the Company’s customers is limited due to the Company’s customer base and the diversity of its sales throughout the world. The Company performs ongoing credit evaluations and maintains a provision for potential credit losses. The Company generally does not require collateral for its trade accounts receivable. Accounts receivable include amounts receivable from Canadian governmental agencies in connection with government assistance for productions as well as amounts due from customers. Amounts receivable from governmental agencies amounted to 15.6% of accounts receivable, net at March 31, 2010 (2009 — 16.4%).

 

(b) Forward Contracts

 

The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses denominated in various foreign currencies. As of March 31, 2010, we had outstanding forward foreign exchange contracts to buy Canadian $1.7 million in exchange for US$1.6 million over a period of one month at a weighted average exchange rate of one US$ equals Canadian $1.07 and we had outstanding forward exchange contracts to buy US$6.2 million in exchange for British Pound Sterling £3.8 million over a period of six months at a weighted average exchange rate of one British Pound Sterling equals US$1.64. 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 year ended March 31, 2010 amounted to $0.4 million and are included in accumulated other comprehensive income (loss), a separate component of shareholders’ equity. 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.

 

24. Supplementary Cash Flow Statement Information

 

(a) Interest paid during the fiscal year ended March 31, 2010 amounted to $18.1 million (2009 — $14.5 million; 2008 — $12.1 million).

 

(b) Income taxes paid during the fiscal year ended March 31, 2010 amounted to $1.1 million (2009 — $5.3 million; 2008 — $4.8 million).

 

40



 

25. Quarterly Financial Data (Unaudited)

 

Certain quarterly information is presented below:

 

 

 

First Quarter

 

Second Quarter

 

Third Quarter

 

Fourth Quarter

 

 

 

(Amounts in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

2010

 

 

 

 

 

 

 

 

 

Revenues

 

$

379,224

 

$

366,051

 

$

342,584

 

$

401,647

 

Direct operating expenses

 

$

210,529

 

$

189,504

 

$

200,265

 

$

177,671

 

Net income (loss)

 

$

36,349

 

$

31,716

 

$

(65,259

)

$

(22,284

)

Basic income (loss) per share

 

$

0.31

 

$

0.27

 

$

(0.55

)

$

(0.19

)

Diluted income (loss) per share

 

$

0.30

 

$

0.26

 

$

(0.55

)

$

(0.19

)

 

 

 

First Quarter

 

Second Quarter

 

Third Quarter

 

Fourth Quarter

 

 

 

(Amounts in thousands, except per share amounts)

 

2009

 

 

 

 

 

 

 

 

 

Revenues

 

$

298,459

 

$

380,718

 

$

324,027

 

$

463,170

 

Direct operating expenses

 

$

147,684

 

$

199,626

 

$

218,451

 

$

228,055

 

Net income (loss)

 

$

3,519

 

$

(51,814

)

$

(97,731

)

$

(32,428

)

Basic income (loss) per share

 

$

0.03

 

$

(0.44

)

$

(0.84

)

$

(0.28

)

Diluted income (loss) per share

 

$

0.03

 

$

(0.44

)

$

(0.84

)

$

(0.28

)

 

26. Consolidating Financial Information — Subordinated Notes

 

The October 2004 2.9375% Notes, the February 2005 3.625% Notes, and the April 2009 3.625% Notes, by their terms, are fully and unconditionally guaranteed by the Company.

 

The following tables present condensed consolidating financial information as of March 31, 2010 and 2009 and for the years ended March 31, 2010, 2009, and 2008 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 “Non-guarantor Subsidiaries”) and (4) the Company, on a consolidated basis.

 

 

 

As of March 31, 2010

 

 

 

Lions Gate

 

Lions Gate

 

 

 

 

 

 

 

 

 

Entertainment

 

Entertainment

 

Non-guarantor

 

Consolidating

 

Lions Gate

 

 

 

Corp.

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 

 

 

(Amounts in thousands)

 

BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

814

 

$

3,059

 

$

65,369

 

$

 

$

69,242

 

Restricted cash

 

 

4,123

 

 

 

4,123

 

Restricted investments

 

 

6,995

 

 

 

6,995

 

Accounts receivable, net

 

99

 

1,116

 

291,209

 

500

 

292,924

 

Investment in films and television programs, net

 

2

 

6,391

 

655,994

 

(1,282

)

661,105

 

Property and equipment, net

 

 

11,328

 

1,086

 

 

12,414

 

Finite-lived intangible assets, net

 

 

 

1,393

 

 

1,393

 

Equity method investments

 

 

18,611

 

160,460

 

 

179,071

 

Goodwill

 

10,173

 

 

229,081

 

 

239,254

 

Other assets

 

431

 

25,446

 

34,757

 

 

60,634

 

Subsidiary investments and advances

 

43,686

 

(5,885

)

(249,526

)

211,725

 

 

 

 

$

55,205

 

$

71,184

 

$

1,189,823

 

$

210,943

 

$

1,527,155

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity (Deficiency)

 

 

 

 

 

 

 

 

 

 

 

Senior revolving credit facility

 

$

 

$

17,000

 

$

 

$

 

$

17,000

 

Senior secured second-priority notes

 

 

225,155

 

 

 

225,155

 

Accounts payable and accrued liabilities

 

1,018

 

53,706

 

198,915

 

106

 

253,745

 

Participations and residuals

 

186

 

3,760

 

298,741

 

(10

)

302,677

 

Film obligations and production loans

 

79

 

 

351,690

 

 

351,769

 

Subordinated notes and other financing obligations

 

 

188,318

 

3,718

 

 

192,036

 

Deferred revenue

 

 

247

 

130,725

 

(121

)

130,851

 

Shareholders’ equity (deficiency)

 

53,922

 

(417,002

)

206,034

 

210,968

 

53,922

 

 

 

$

55,205

 

$

71,184

 

$

1,189,823

 

$

210,943

 

$

1,527,155

 

 

41



 

 

 

Year Ended March 31, 2010

 

 

 

Lions Gate

 

Lions Gate

 

 

 

 

 

 

 

 

 

Entertainment

 

Entertainment

 

Non-guarantor

 

Consolidating

 

Lions Gate

 

 

 

Corp.

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 

 

 

(Amounts in thousands)

 

STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

$

32,219

 

$

1,490,667

 

$

(33,380

)

$

1,489,506

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Direct operating

 

 

458

 

806,301

 

(28,790

)

777,969

 

Distribution and marketing

 

 

7,475

 

498,708

 

(42

)

506,141

 

General and administration

 

7,070

 

72,705

 

63,543

 

(258

)

143,060

 

Depreciation and amortization

 

 

4,832

 

7,623

 

 

12,455

 

Total expenses

 

7,070

 

85,470

 

1,376,175

 

(29,090

)

1,439,625

 

OPERATING INCOME (LOSS)

 

(7,070

)

(53,251

)

114,492

 

(4,290

)

49,881

 

Other expenses (income):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

45,165

 

2,808

 

(811

)

47,162

 

Interest and other income

 

(130

)

(12,050

)

(677

)

11,310

 

(1,547

)

Gain on extinguishment of debt

 

 

(5,675

)

 

 

(5,675

)

Total other expenses (income)

 

(130

)

27,440

 

2,131

 

10,499

 

39,940

 

INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES

 

(6,940

)

(80,691

)

112,361

 

(14,789

)

9,941

 

Equity interests income (loss)

 

(12,513

)

49,090

 

(37,749

)

(27,029

)

(28,201

)

INCOME (LOSS) BEFORE INCOME TAXES

 

(19,453

)

(31,601

)

74,612

 

(41,818

)

(18,260

)

Income tax provision (benefit)

 

25

 

225

 

968

 

 

1,218

 

NET INCOME (LOSS)

 

$

(19,478

)

$

(31,826

)

$

73,644

 

$

(41,818

)

$

(19,478

)

 

42



 

 

 

Year Ended March 31, 2010

 

 

 

Lions Gate

 

Lions Gate

 

 

 

 

 

 

 

 

 

Entertainment

 

Entertainment

 

Non-guarantor

 

Consolidating

 

Lions Gate

 

 

 

Corp.

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 

 

 

(Amounts in thousands)

 

STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

$

(12,543

)

$

14,072

 

$

(136,489

)

$

 

$

(134,960

)

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Purchases of restricted investments

 

 

(13,994

)

 

 

(13,994

)

Proceeds from the sale of restricted investments

 

 

13,985

 

 

 

13,985

 

Investment in equity method investees

 

 

 

(47,129

)

 

(47,129

)

Increase in loan receivables

 

 

(362

)

(1,056

)

 

(1,418

)

Repayment of loans receivable

 

 

 

8,333

 

 

8,333

 

Purchases of property and equipment

 

 

(1,146

)

(2,538

)

 

(3,684

)

NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

 

 

(1,517

)

(42,390

)

 

(43,907

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Tax withholding requirements on equity awards

 

(2,030

)

 

 

 

(2,030

)

Proceeds from the issuance of mandatorily redeemable preferred stock units and common stock units related to the sale of 49% interest in TV Guide Network

 

 

 

109,776

 

 

109,776

 

Borrowings under senior revolving credit facility

 

 

302,000

 

 

 

302,000

 

Repayments of borrowings under senior revolving credit facility

 

 

(540,000

)

 

 

(540,000

)

Borrowings under individual production loans

 

 

 

144,741

 

 

144,741

 

Repayment of individual production loans

 

 

 

(136,261

)

 

(136,261

)

Production loan borrowings under Pennsylvania Regional Center credit facility

 

 

 

63,133

 

 

63,133

 

Production loan borrowings under film credit facility, net of deferred financing costs

 

 

 

30,469

 

 

30,469

 

Production loan repayments under film credit facility

 

 

 

(2,718

)

 

(2,718

)

Proceeds from sale of senior secured second-priority notes, net of deferred financing costs

 

 

214,727

 

 

 

214,727

 

Repurchase of subordinated notes

 

 

(75,185

)

 

 

(75,185

)

Repayment of other financing obligations

 

 

 

(134

)

 

(134

)

NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

 

(2,030

)

(98,458

)

209,006

 

 

108,518

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(14,573

)

(85,903

)

30,127

 

 

(70,349

)

FOREIGN EXCHANGE EFFECTS ON CASH

 

2,134

 

 

(1,018

)

 

1,116

 

CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD

 

13,253

 

88,962

 

36,260

 

 

138,475

 

CASH AND CASH EQUIVALENTS — END OF PERIOD

 

$

814

 

$

3,059

 

$

65,369

 

$

 

$

69,242

 

 

43



 

 

 

As of March 31, 2009

 

 

 

Lions Gate
Entertainment
Corp.

 

Lions Gate
Entertainment
Inc.

 

Non-
guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Lions Gate
Consolidated

 

 

 

(Amounts in thousands)

 

BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

13,253

 

$

88,962

 

$

36,260

 

$

 

$

138,475

 

Restricted cash

 

 

 

 

10,056

 

 

 

 

 

 

10,056

 

Restricted investments

 

 

 

 

6,987

 

 

 

 

 

 

6,987

 

Accounts receivable, net

 

 

113

 

 

3,737

 

 

223,289

 

 

(129

)

 

227,010

 

Investment in films and television programs, net

 

 

2

 

 

6,761

 

 

695,781

 

 

223

 

 

702,767

 

Property and equipment, net

 

 

 

 

15,014

 

 

27,401

 

 

 

 

42,415

 

Finite-lived intangible assets, net

 

 

 

 

 

 

78,904

 

 

 

 

78,904

 

Goodwill

 

 

10,173

 

 

 

 

369,229

 

 

 

 

379,402

 

Other assets

 

 

 

 

37,636

 

 

43,598

 

 

 

 

81,234

 

Subsidiary investments and advances

 

 

19,188

 

 

(1,103

)

 

(52,438

)

 

34,353

 

 

 

 

 

$

42,729

 

$

168,050

 

$

1,422,024

 

$

34,447

 

$

1,667,250

 

Liabilities and Shareholders’ Equity (Deficiency)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior revolving credit facility

 

$

 

$

255,000

 

$

 

$

 

$

255,000

 

Accounts payable and accrued liabilities

 

 

821

 

 

12,289

 

 

257,866

 

 

(415

)

 

270,561

 

Participations and residuals

 

 

152

 

 

472

 

 

371,234

 

 

(1

)

 

371,857

 

Film obligations and production loans

 

 

63

 

 

 

 

304,590

 

 

(128

)

 

304,525

 

Subordinated notes and other financing obligations

 

 

 

 

265,805

 

 

15,716

 

 

 

 

281,521

 

Deferred revenue

 

 

 

 

385

 

 

141,708

 

 

 

 

142,093

 

Shareholders’ equity (deficiency)

 

 

41,693

 

 

(365,901

)

 

330,910

 

 

34,991

 

 

41,693

 

 

 

$

42,729

 

$

168,050

 

$

1,422,024

 

$

34,447

 

$

1,667,250

 

 

 

 

Year Ended March 31, 2009

 

 

 

Lions Gate
Entertainment
Corp.

 

Lions Gate
Entertainment
Inc.

 

Non-
guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Lions Gate
Consolidated

 

 

 

(Amounts in thousands)

 

STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

560

 

$

24,810

 

$

1,475,631

 

$

(34,627

)

$

1,466,374

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Direct operating

 

712

 

 

796,770

 

(3,666

)

793,816

 

Distribution and marketing

 

8

 

2,374

 

667,229

 

(54

)

669,557

 

General and administration

 

1,584

 

67,734

 

67,243

 

2

 

136,563

 

Depreciation and amortization

 

 

3,889

 

3,768

 

 

7,657

 

Total expenses

 

2,304

 

73,997

 

1,535,010

 

(3,718

)

1,607,593

 

OPERATING INCOME (LOSS)

 

(1,744

)

(49,187

)

(59,379

)

(30,909

)

(141,219

)

Other expenses (income):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

14

 

32,707

 

1,554

 

 

34,275

 

Interest and other income

 

(229

)

(4,022

)

(1,534

)

 

(5,785

)

Gain on extinguishment of debt

 

 

(3,023

)

 

 

(3,023

)

Total other expenses (income)

 

(215

)

25,662

 

20

 

 

25,467

 

INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES

 

(1,529

)

(74,849

)

(59,399

)

(30,909

)

(166,686

)

Equity interests income (loss)

 

(176,919

)

(87,022

)

(6,150

)

261,047

 

(9,044

)

INCOME (LOSS) BEFORE INCOME TAXES

 

(178,448

)

(161,871

)

(65,549

)

230,138

 

(175,730

)

Income tax provision (benefit)

 

6

 

1,374

 

1,344

 

 

2,724

 

NET INCOME (LOSS)

 

$

(178,454

)

$

(163,245

)

$

(66,893

)

$

230,138

 

$

(178,454

)

 

44



 

 

 

Year Ended March 31, 2009

 

 

 

Lions Gate
Entertainment
Corp.

 

Lions Gate
Entertainment
Inc.

 

Non-
guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Lions Gate
Consolidated

 

 

 

(Amounts in thousands)

 

STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

$

56,435

 

$

(256,846

)

$

98,505

 

$

 

$

(101,906

)

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Purchases of investments — auction rate securities

 

 

(13,989

)

 

 

(13,989

)

Proceeds from the sale of investments - auction rate securities

 

 

14,000

 

 

 

14,000

 

Acquisition of TV Guide, net of unrestricted cash acquired

 

 

(243,158

)

 

 

(243,158

)

Investment in equity method investees

 

 

 

(18,031

)

 

(18,031

)

Increase in loan receivables

 

 

(3,767

)

(25,000

)

 

(28,767

)

Purchases of property and equipment

 

 

(7,549

)

(1,125

)

 

(8,674

)

NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

 

 

(254,463

)

(44,156

)

 

(298,619

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

2,894

 

 

 

 

2,894

 

Tax withholding requirements on equity awards

 

(3,734

)

 

 

 

(3,734

)

Repurchases of common shares

 

(44,968

)

 

 

 

(44,968

)

Production loan borrowings under Pennsylvania Regional Center credit facility

 

 

255,000

 

 

 

255,000

 

Production loan borrowings under film credit facility, net of deferred financing costs

 

 

 

189,858

 

 

189,858

 

Proceeds from sale of senior secured second-priority notes, net of deferred financing costs

 

 

 

(222,034

)

 

(222,034

)

Repurchase of subordinated notes

 

 

(5,310

)

(67

)

 

(5,377

)

NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

 

(45,808

)

249,690

 

(32,243

)

 

171,639

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

10,627

 

(261,619

)

22,106

 

 

(228,886

)

FOREIGN EXCHANGE EFFECTS ON CASH

 

(1,848

)

 

(2,380

)

 

(4,228

)

CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD

 

4,474

 

350,581

 

16,534

 

 

371,589

 

CASH AND CASH EQUIVALENTS — END OF PERIOD

 

$

13,253

 

$

88,962

 

$

36,260

 

$

 

$

138,475

 

 

45



 

 

 

Year Ended March 31, 2008

 

 

 

Lions Gate
Entertainment
Corp.

 

Lions Gate
Entertainment
Inc.

 

Non-
guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Lions Gate
Consolidated

 

 

 

(Amounts in thousands)

 

STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

397

 

$

14,312

 

$

1,363,872

 

$

(17,542

)

$

1,361,039

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Direct operating

 

254

 

 

662,507

 

(1,837

)

660,924

 

Distribution and marketing

 

 

1,969

 

634,011

 

(314

)

635,666

 

General and administration

 

1,182

 

68,407

 

49,491

 

 

119,080

 

Depreciation and amortization

 

 

2

 

5,498

 

 

5,500

 

Total expenses

 

1,436

 

70,378

 

1,351,507

 

(2,151

)

1,421,170

 

OPERATING INCOME (LOSS)

 

(1,039

)

(56,066

)

12,365

 

(15,391

)

(60,131

)

Other expenses (income):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

29,235

 

664

 

 

29,899

 

Interest and other income

 

(275

)

(10,684

)

(317

)

 

(11,276

)

Gain on sale of equity securities

 

 

 

(2,909

)

 

(2,909

)

Total other expenses (income)

 

(275

)

18,551

 

(2,562

)

 

15,714

 

INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES

 

(764

)

(74,617

)

14,927

 

(15,391

)

(75,845

)

Equity interests income (loss)

 

(87,320

)

(10,385

)

(5,896

)

96,042

 

(7,559

)

INCOME (LOSS) BEFORE INCOME TAXES

 

(88,084

)

(85,002

)

9,031

 

80,651

 

(83,404

)

Income tax provision (benefit)

 

(649

)

422

 

4,258

 

 

4,031

 

NET INCOME (LOSS)

 

$

(87,435

)

$

(85,424

)

$

4,773

 

$

80,651

 

$

(87,435

)

 

46



 

 

 

Year Ended March 31, 2008

 

 

 

Lions Gate
Entertainment
Corp.

 

Lions Gate
Entertainment
Inc.

 

Non-
guarantor

Subsidiaries

 

Consolidating
Adjustments

 

Lions Gate
Consolidated

 

 

 

(Amounts in thousands)

 

STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

$

29,821

 

$

124,361

 

$

(66,878

)

$

1,846

 

$

89,150

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Purchases of investments — auction rate securities

 

 

(229,262

)

 

 

(229,262

)

Proceeds from the sale of investments — auction rate securities

 

 

466,641

 

 

 

466,641

 

Purchases of investments — equity securities

 

 

 

(4,836

)

 

(4,836

)

Proceeds from the sale of investments — equity securities

 

 

16,343

 

7,812

 

 

24,155

 

Acquisition of Mandate, net of unrestricted cash acquired

 

 

(45,157

)

3,952

 

 

(41,205

)

Acquisition of Maple, net of unrestricted cash acquired

 

 

 

1,753

 

 

1,753

 

Investment in equity method investees

 

 

(3,099

)

(3,361

)

 

(6,460

)

Increase in loan receivables

 

 

(5,895

)

 

 

(5,895

)

Purchases of property and equipment

 

 

(1,200

)

(2,408

)

 

(3,608

)

NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

 

 

198,371

 

2,912

 

 

201,283

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

1,251

 

 

 

 

1,251

 

Tax withholding requirements on equity awards

 

(5,319

)

 

 

 

(5,319

)

Repurchases of common shares

 

(22,260

)

 

 

 

(22,260

)

Borrowings under financing arrangements

 

 

 

3,718

 

 

3,718

 

Increase in production loans

 

 

 

162,400

 

 

162,400

 

Repayment of production loans

 

 

 

(111,357

)

 

(111,357

)

NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

 

(26,328

)

 

54,761

 

 

28,433

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

3,493

 

322,732

 

(9,205

)

1,846

 

318,866

 

FOREIGN EXCHANGE EFFECTS ON CASH

 

(927

)

(498

)

4,497

 

(1,846

)

1,226

 

CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD

 

1,908

 

28,347

 

21,242

 

 

51,497

 

CASH AND CASH EQUIVALENTS — END OF PERIOD

 

$

4,474

 

$

350,581

 

$

16,534

 

$

 

$

371,589

 

 

47



 

27. Consolidating Financial Information — Senior Secured Second-Priority Notes

 

In October 2009, the Company issued $236.0 million aggregate principal amount of the Senior Notes due 2016 in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, through LGEI.

 

The Company has agreed to make available to the trustee and the holders of the Senior Notes the following tables which present condensed consolidating financial information as of March 31, 2010 and March 31, 2009, and for years ended March 31, 2010, 2009 and 2008 for (1) the Company, on a stand-alone basis, (2) LGEI, on a stand-alone basis, (3) the guarantor subsidiaries of the Company (including the subsidiaries of LGEI), on a combined basis (4) the non-guarantor subsidiaries of the Company (including the subsidiaries of LGEI), on a combined basis and (5) the Company, on a consolidated basis.

 

 

 

As of March 31, 2010

 

 

 

Lions Gate

 

Lions Gate

 

 

 

 

 

 

 

 

 

 

 

Entertainment

 

Entertainment

 

Other Subsidiaries

 

Consolidating

 

Lions Gate

 

 

 

Corp.

 

Inc.

 

Guarantors

 

Non-guarantors

 

Adjustments

 

Consolidated

 

 

 

(Amounts in thousands)

 

BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

814

 

$

3,059

 

$

8,152

 

$

57,217

 

$

 

$

69,242

 

Restricted cash

 

 

4,123

 

 

 

 

4,123

 

Restricted investments

 

 

6,995

 

 

 

 

6,995

 

Accounts receivable, net

 

99

 

1,116

 

238,138

 

53,071

 

500

 

292,924

 

Investment in films and television programs, net

 

2

 

6,391

 

567,718

 

88,276

 

(1,282

)

661,105

 

Property and equipment, net

 

 

11,328

 

382

 

704

 

 

12,414

 

Finite-lived intangible assets, net

 

 

 

1,027

 

366

 

 

1,393

 

Equity method investments

 

 

18,611

 

32,330

 

128,130

 

 

179,071

 

Goodwill

 

10,173

 

 

198,883

 

30,198

 

 

239,254

 

Other assets

 

431

 

25,446

 

31,810

 

2,947

 

 

60,634

 

Subsidiary investments and advances

 

43,686

 

(5,885

)

(91,278

)

(188,711

)

242,188

 

 

 

 

$

55,205

 

$

71,184

 

$

987,162

 

$

172,198

 

$

241,406

 

$

1,527,155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity (Deficiency)

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior revolving credit facility

 

$

 

$

17,000

 

$

 

$

 

$

 

$

17,000

 

Senior secured second-priority notes

 

 

225,155

 

 

 

 

225,155

 

Accounts payable and accrued liabilities

 

1,018

 

53,706

 

169,893

 

30,298

 

(1,170

)

253,745

 

Participations and residuals

 

186

 

3,760

 

255,794

 

42,947

 

(10

)

302,677

 

Film obligations and production loans

 

79

 

 

334,791

 

16,899

 

 

351,769

 

Subordinated notes and other financing obligations

 

 

188,318

 

3,718

 

 

 

192,036

 

Deferred revenue

 

 

247

 

125,323

 

5,402

 

(121

)

130,851

 

Shareholders’ equity (deficiency)

 

53,922

 

(417,002

)

97,643

 

76,652

 

242,707

 

53,922

 

 

 

$

55,205

 

$

71,184

 

$

987,162

 

$

172,198

 

$

241,406

 

$

1,527,155

 

 

 

 

Year Ended March 31, 2010

 

 

 

Lions Gate

 

Lions Gate

 

 

 

 

 

 

 

 

 

 

 

Entertainment

 

Entertainment

 

Other Subsidiaries

 

Consolidating

 

Lions Gate

 

 

 

Corp.

 

Inc.

 

Guarantors

 

Non-guarantors

 

Adjustments

 

Consolidated

 

 

 

(Amounts in thousands)

 

STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

$

32,219

 

$

1,238,659

 

$

259,654

 

$

(41,026

)

$

1,489,506

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct operating

 

 

458

 

664,323

 

156,297

 

(43,109

)

777,969

 

Distribution and marketing

 

 

7,475

 

433,878

 

64,830

 

(42

)

506,141

 

General and administration

 

7,070

 

72,705

 

42,347

 

21,212

 

(274

)

143,060

 

Depreciation and amortization

 

 

4,832

 

3,645

 

3,978

 

 

12,455

 

Total expenses

 

7,070

 

85,470

 

1,144,193

 

246,317

 

(43,425

)

1,439,625

 

OPERATING INCOME (LOSS)

 

(7,070

)

(53,251

)

94,466

 

13,337

 

2,399

 

49,881

 

Other expenses (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

45,165

 

1,662

 

1,146

 

(811

)

47,162

 

Interest and other income

 

(130

)

(12,050

)

(605

)

(72

)

11,310

 

(1,547

)

Gain on extinguishment of debt

 

 

(5,675

)

 

 

 

(5,675

)

Total other expenses (income)

 

(130

)

27,440

 

1,057

 

1,074

 

10,499

 

39,940

 

INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES

 

(6,940

)

(80,691

)

93,409

 

12,263

 

(8,100

)

9,941

 

Equity interests income (loss)

 

(12,513

)

49,090

 

(27,155

)

(10,594

)

(27,029

)

(28,201

)

INCOME (LOSS) BEFORE INCOME TAXES

 

(19,453

)

(31,601

)

66,254

 

1,669

 

(35,129

)

(18,260

)

Income tax provision (benefit)

 

25

 

225

 

(751

)

1,719

 

 

1,218

 

NET INCOME (LOSS)

 

(19,478

)

(31,826

)

67,005

 

(50

)

(35,129

)

(19,478

)

 

48



 

 

 

Year Ended March 31, 2010

 

 

 

Lions Gate

 

Lions Gate

 

 

 

 

 

 

 

 

 

 

 

Entertainment

 

Entertainment

 

Other Subsidiaries

 

Consolidating

 

Lions Gate

 

 

 

Corp.

 

Inc.

 

Guarantors

 

Non-guarantors

 

Adjustments

 

Consolidated

 

 

 

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

$

(12,543

)

$

14,072

 

$

(94,998

)

$

(41,491

)

$

 

$

(134,960

)

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of restricted investments

 

 

(13,994

)

 

 

 

(13,994

)

Proceeds from the sale of restricted investments

 

 

13,985

 

 

 

 

13,985

 

Investment in equity method investees

 

 

 

(47,129

)

 

 

(47,129

)

Increase in loan receivables

 

 

(362

)

 

(1,056

)

 

(1,418

)

Repayment of loans receivable

 

 

 

8,333

 

 

 

8,333

 

Purchases of property and equipment

 

 

(1,146

)

(605

)

(1,933

)

 

(3,684

)

NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

 

 

(1,517

)

(39,401

)

(2,989

)

 

(43,907

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax withholding requirements on equity awards

 

(2,030

)

 

 

 

 

(2,030

)

Proceeds from the issuance of mandatorily redeemable preferred stock units and common stock units related to the sale of 49% interest in TV Guide Network

 

 

 

 

109,776

 

 

109,776

 

Borrowings under senior revolving credit facility

 

 

302,000

 

 

 

 

302,000

 

Repayments of borrowings under senior revolving credit facility

 

 

(540,000

)

 

 

 

(540,000

)

Borrowings under individual production loans

 

 

 

128,590

 

16,151

 

 

144,741

 

Repayment of individual production loans

 

 

 

(87,347

)

(48,914

)

 

(136,261

)

Production loan borrowings under Pennsylvania Regional Center credit facility

 

 

 

63,133

 

 

 

63,133

 

Production loan borrowings under film credit facility, net of deferred financing costs

 

 

 

30,469

 

 

 

30,469

 

Production loan repayments under film credit facility

 

 

 

(2,718

)

 

 

(2,718

)

Proceeds from sale of senior secured second-priority notes, net of deferred financing costs

 

 

214,727

 

 

 

 

214,727

 

Repurchase of subordinated notes

 

 

(75,185

)

 

 

 

(75,185

)

Repayment of other financing obligations

 

 

 

 

(134

)

 

(134

)

NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

 

(2,030

)

(98,458

)

132,127

 

76,879

 

 

108,518

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(14,573

)

(85,903

)

(2,272

)

32,399

 

 

(70,349

)

FOREIGN EXCHANGE EFFECTS ON CASH

 

2,134

 

 

 

(1,018

)

 

1,116

 

CASH AND CASH EQUIVALENTS —  BEGINNING OF PERIOD

 

13,253

 

88,962

 

10,424

 

25,836

 

 

138,475

 

CASH AND CASH EQUIVALENTS —  END OF PERIOD

 

$

814

 

$

3,059

 

$

8,152

 

$

57,217

 

$

 

$

69,242

 

 

49



 

 

 

As of March 31, 2009

 

 

 

Lions Gate
Entertainment

 

Lions Gate
Entertainment

 

Other Subsidiaries

 

Consolidating

 

Lions Gate

 

 

 

Corp.

 

Inc.

 

Guarantors

 

Non-guarantors

 

Adjustments

 

Consolidated

 

 

 

(Amounts in thousands)

 

BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

13,253

 

$

88,962

 

$

10,424

 

$

25,836

 

$

 

$

138,475

 

Restricted cash

 

 

10,056

 

 

 

 

10,056

 

Restricted investments

 

 

6,987

 

 

 

 

6,987

 

Accounts receivable, net

 

113

 

3,737

 

168,479

 

54,810

 

(129

)

227,010

 

Investment in films and television programs, net

 

2

 

6,761

 

515,278

 

180,909

 

(183

)

702,767

 

Property and equipment, net

 

 

15,014

 

558

 

26,843

 

 

42,415

 

Finite-lived intangible assets, net

 

 

 

1,070

 

77,834

 

 

78,904

 

Goodwill

 

10,173

 

 

183,883

 

185,346

 

 

379,402

 

Other assets

 

 

37,636

 

40,427

 

3,171

 

 

81,234

 

Subsidiary investments and advances

 

19,188

 

(1,103

)

13,718

 

(33,545

)

1,742

 

 

 

 

$

42,729

 

$

168,050

 

$

933,837

 

$

521,204

 

$

1,430

 

$

1,667,250

 

Liabilities and Shareholders’ Equity (Deficiency)

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior revolving credit facility

 

$

 

$

255,000

 

$

 

$

 

$

 

$

255,000

 

Accounts payable and accrued liabilities

 

821

 

12,289

 

216,725

 

40,301

 

425

 

270,561

 

Participations and residuals

 

152

 

472

 

280,070

 

91,118

 

45

 

371,857

 

Film obligations and production loans

 

63

 

 

258,597

 

45,993

 

(128

)

304,525

 

Subordinated notes and other financing obligations

 

 

265,805

 

3,718

 

11,998

 

 

281,521

 

Deferred revenue

 

 

385

 

110,652

 

31,056

 

 

142,093

 

Shareholders’ equity (deficiency)

 

41,693

 

(365,901

)

64,075

 

300,738

 

1,088

 

41,693

 

 

 

$

42,729

 

$

168,050

 

$

933,837

 

$

521,204

 

$

1,430

 

$

1,667,250

 

 

 

 

Year Ended March 31, 2009

 

 

 

Lions Gate
 Entertainment

 

Lions Gate
 Entertainment

 

Other Subsidiaries

 

Consolidating

 

Lions Gate

 

 

 

Corp.

 

Inc.

 

Guarantors

 

Non-guarantors

 

Adjustments

 

Consolidated

 

 

 

(Amounts in thousands)

 

STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

560

 

$

24,810

 

$

1,291,404

 

$

187,455

 

$

(37,855

)

$

1,466,374

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct operating

 

712

 

 

733,948

 

95,863

 

(36,707

)

793,816

 

Distribution and marketing

 

8

 

2,374

 

580,625

 

86,630

 

(80

)

669,557

 

General and administration

 

1,584

 

67,734

 

45,648

 

21,597

 

 

136,563

 

Depreciation and amortization

 

 

3,889

 

1,052

 

2,716

 

 

7,657

 

Total expenses

 

2,304

 

73,997

 

1,361,273

 

206,806

 

(36,787

)

1,607,593

 

OPERATING LOSS

 

(1,744

)

(49,187

)

(69,869

)

(19,351

)

(1,068

)

(141,219

)

Other expenses (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

14

 

32,707

 

1,187

 

961

 

(594

)

34,275

 

Interest and other income

 

(229

)

(4,022

)

(1,489

)

(639

)

594

 

(5,785

)

Gain on extinguishment of debt

 

 

(3,023

)

 

 

 

(3,023

)

Total other expenses (income)

 

(215

)

25,662

 

(302

)

322

 

 

25,467

 

INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES

 

(1,529

)

(74,849

)

(69,567

)

(19,673

)

(1,068

)

(166,686

)

Equity interests income (loss)

 

(176,919

)

(98,120

)

(6,151

)

 

272,146

 

(9,044

)

INCOME (LOSS) BEFORE INCOME TAXES

 

(178,448

)

(172,969

)

(75,718

)

(19,673

)

271,078

 

(175,730

)

Income tax provision (benefit)

 

6

 

1,374

 

1,134

 

210

 

 

2,724

 

NET INCOME (LOSS)

 

$

(178,454

)

$

(174,343

)

$

(76,852

)

$

(19,883

)

$

271,078

 

$

(178,454

)

 

50



 

 

 

Year Ended March 31, 2009

 

 

 

Lions Gate
Entertainment

 

Lions Gate
Entertainment

 

Other Subsidiaries

 

Consolidating

 

Lions Gate

 

 

 

Corp.

 

Inc.

 

Guarantors

 

Non-guarantors

 

Adjustments

 

Consolidated

 

 

 

(Amounts in thousands)

 

STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

$

56,435

 

$

(256,846

)

$

92,006

 

$

6,499

 

$

 

$

(101,906

)

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of restricted investments

 

 

(13,989

)

 

 

 

(13,989

)

Proceeds from the sale of restricted investments

 

 

14,000

 

 

 

 

14,000

 

Acquisition of TV Guide, net of unrestricted cash acquired

 

 

(243,158

)

 

 

 

(243,158

)

Investment in equity method investees

 

 

 

(18,031

)

 

 

(18,031

)

Increase in loan receivables

 

 

(3,767

)

(25,000

)

 

 

(28,767

)

Purchases of property and equipment

 

 

(7,549

)

(191

)

(934

)

 

(8,674

)

NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

 

 

(254,463

)

(43,222

)

(934

)

 

(298,619

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

2,894

 

 

 

 

 

2,894

 

Tax withholding requirements on equity awards

 

(3,734

)

 

 

 

 

(3,734

)

Repurchases of common shares

 

(44,968

)

 

 

 

 

(44,968

)

Borrowings under senior revolving credit facility

 

 

255,000

 

 

 

 

255,000

 

Borrowings under individual production loans

 

 

 

148,583

 

41,275

 

 

189,858

 

Repayment of individual production loans

 

 

 

(192,842

)

(29,192

)

 

(222,034

)

Repayment of other financing obligations

 

 

(5,310

)

 

(67

)

 

(5,377

)

NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

 

(45,808

)

249,690

 

(44,259

)

12,016

 

 

171,639

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

10,627

 

(261,619

)

4,525

 

17,581

 

 

(228,886

)

FOREIGN EXCHANGE EFFECTS ON CASH

 

(1,848

)

 

 

(2,380

)

 

(4,228

)

CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD

 

4,474

 

350,581

 

5,899

 

10,635

 

 

371,589

 

CASH AND CASH EQUIVALENTS — END OF PERIOD

 

$

13,253

 

$

88,962

 

$

10,424

 

$

25,836

 

$

 

$

138,475

 

 

51



 

 

 

Year Ended March 31, 2008

 

 

 

Lions Gate
Entertainment

 

Lions Gate
Entertainment

 

Other Subsidiaries

 

Consolidating

 

Lions Gate

 

 

 

Corp.

 

Inc.

 

Guarantors

 

Non-guarantors

 

Adjustments

 

Consolidated

 

 

 

(Amounts in thousands)

 

STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

397

 

$

14,312

 

$

1,202,129

 

$

162,109

 

$

(17,908

)

$

1,361,039

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct operating

 

254

 

 

606,345

 

85,961

 

(31,636

)

660,924

 

Distribution and marketing

 

 

1,969

 

563,736

 

70,874

 

(913

)

635,666

 

General and administration

 

1,182

 

68,407

 

38,814

 

10,675

 

2

 

119,080

 

Depreciation and amortization

 

 

2

 

5,310

 

318

 

(130

)

5,500

 

Total expenses

 

1,436

 

70,378

 

1,214,205

 

167,828

 

(32,677

)

1,421,170

 

OPERATING INCOME (LOSS)

 

(1,039

)

(56,066

)

(12,076

)

(5,719

)

14,769

 

(60,131

)

Other expenses (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

29,235

 

273

 

1,880

 

(1,489

)

29,899

 

Interest and other income

 

(275

)

(10,684

)

(748

)

(1,022

)

1,453

 

(11,276

)

Gain on extinguishment of debt

 

 

 

(67

)

(2,842

)

 

(2,909

)

Total other expenses (income)

 

(275

)

18,551

 

(542

)

(1,984

)

(36

)

15,714

 

INCOME (LOSS) BEFORE EQUITY INTERESTS AND INCOME TAXES

 

(764

)

(74,617

)

(11,534

)

(3,735

)

14,805

 

(75,845

)

Equity interests income (loss)

 

(87,320

)

(25,004

)

(5,418

)

(159

)

110,342

 

(7,559

)

INCOME (LOSS) BEFORE INCOME TAXES

 

(88,084

)

(99,621

)

(16,952

)

(3,894

)

125,147

 

(83,404

)

Income tax provision (benefit)

 

(649

)

422

 

4,378

 

(120

)

 

4,031

 

NET INCOME (LOSS)

 

$

(87,435

)

$

(100,043

)

$

(21,330

)

$

(3,774

)

$

125,147

 

$

(87,435

)

 

52



 

 

 

Year Ended March 31, 2008

 

 

 

Lions Gate
 Entertainment

 

Lions Gate
 Entertainment

 

Other Subsidiaries

 

Consolidating

 

Lions Gate

 

 

 

Corp.

 

Inc.

 

Guarantors

 

Non-guarantors

 

Adjustments

 

Consolidated

 

 

 

(Amounts in thousands)

 

STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

$

29,821

 

$

124,361

 

$

(48,555

)

$

(18,323

)

$

1,846

 

$

89,150

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of restricted investments

 

 

(229,262

)

 

 

 

(229,262

)

Proceeds from the sale of restricted investments

 

 

466,641

 

 

 

 

466,641

 

Purchases of investments — equity securities

 

 

 

 

(4,836

)

 

(4,836

)

Proceeds from the sale of investments — equity securities

 

 

16,343

 

 

7,812

 

 

24,155

 

Acquisition of Mandate, net of unrestricted cash acquired

 

 

(45,157

)

1,057

 

2,895

 

 

(41,205

)

Acquisition of Maple Pictures, net of unrestricted cash acquired

 

 

 

 

1,753

 

 

1,753

 

Investment in equity method investees

 

 

(3,099

)

(2,604

)

(757

)

 

(6,460

)

Increase in loans receivable

 

 

(5,895

)

 

 

 

(5,895

)

Purchases of property and equipment

 

 

(1,200

)

(2,178

)

(230

)

 

(3,608

)

NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

 

 

198,371

 

(3,725

)

6,637

 

 

201,283

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

1,251

 

 

 

 

 

1,251

 

Tax withholding requirements on equity awards

 

(5,319

)

 

 

 

 

(5,319

)

Repurchases of common shares

 

(22,260

)

 

 

 

 

(22,260

)

Borrowings under individual production loans

 

 

 

132,861

 

29,539

 

 

162,400

 

Repayment of individual production loans

 

 

 

(78,775

)

(32,582

)

 

(111,357

)

Borrowings under other financing obligations

 

 

 

3,718

 

 

 

3,718

 

NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

 

(26,328

)

 

57,804

 

(3,043

)

 

28,433

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

3,493

 

322,732

 

5,524

 

(14,729

)

1,846

 

318,866

 

FOREIGN EXCHANGE EFFECTS ON CASH

 

(927

)

(498

)

 

4,497

 

(1,846

)

1,226

 

CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD

 

1,908

 

28,347

 

375

 

20,867

 

 

51,497

 

CASH AND CASH EQUIVALENTS — END OF PERIOD

 

$

4,474

 

$

350,581

 

$

5,899

 

$

10,635

 

$

 

$

371,589

 

 

53



 

28. Related Party Transactions

 

Cerulean, LLC Transactions

 

In December 2003 and April 2005 (as amended in May 2010), the Company entered into distribution agreements with Cerulean, LLC (“Cerulean”), a company in which Jon Feltheimer, the Company’s Chief Executive Officer and Co-Chairman of the Company’s Board of Directors, and Michael Burns, the Company’s Vice Chairman and a director, each hold a 28% interest. Under the agreements, the Company obtained rights to distribute certain titles in home video and television media and Cerulean is entitled to receive royalties. During the year ended March 31, 2010, the Company paid $0.1 million to Cerulean under these agreements (2009 — nominal, 2008 — nominal).

 

Icon International Transactions

 

In January 2007, the Company and Icon entered into a vendor subscription agreement (the “Vendor Agreement”) with a term of five years. Under the Vendor Agreement, the Company agreed to purchase media advertising through Icon and Icon agreed to reimburse the Company for certain operating expenses as follows: (1) $763,958 during the first year of the term; (2) $786,013 during the second year of the term; (3) $808,813 during the third year of the term; (4) $832,383 during the fourth year of the term; and (5) $856,750 during the fifth year of the term (collectively, the “Minimum Annual Payment Amounts”) or at the Company’s option, the Company could elect that Icon reimburse the Company for certain operating expenses in the following amounts: (a) $1,145,936 during the first year of the term; (b) $1,179,019 during the second year of the term; (c) $1,213,219 during the third year of the term; (d) $1,248,575 during the fourth year of the term; and (e) $1,285,126 during the fifth year of the term (collectively, the “Supplemental Annual Payment Amounts”). The Company elected to be reimbursed for the Supplemental Annual Payment Amount for the first year of the term. In exchange, the Company agreed to purchase media advertising through Icon of approximately $5.6 million per year (if the Company elects to be reimbursed for the Minimum Annual Payment Amount) or approximately $8.4 million per year (if the Company elects to be reimbursed for the Supplemental Annual Payment Amount) for the five-year term. The actual amount of media advertising to be purchased is determined using a formula based upon values assigned to various types of advertising, as set forth in the Vendor Agreement. For accounting purposes, the operating expenses incurred by the Company will continue to be expensed in full and the reimbursements from Icon of such expenses will be treated as a discount on media advertising and will be reflected as a reduction of advertising expense as the media advertising costs are incurred by the Company. The Vendor Agreement may be terminated by the Company effective as of any Vendor Agreement year end with six months notice. During the year ended March 31, 2010, Icon paid $1.2 million to the Company under the Vendor Agreement (2009 — $1.2 million, 2008 — $1.4 million). During the year ended March 31, 2010, the Company incurred $7.2 million in media advertising expenses with Icon under the Vendor Agreement (2009 — $10.9 million, 2008 — $8.8 million).

 

Other Transactions

 

The Company recognized $2.7 million in revenue pursuant to the library and output agreement with Maple Pictures during the period from April 1, 2007 to July 17, 2007, the period in which Maple Pictures was an equity method investment (see Note 7).

 

During the year ended March 31, 2010, the Company recognized $2.2 million in revenue pursuant to the five-year license agreement with Horror Entertainment, LLC (2009 — $2.9 million, 2008 — $1.8 million).

 

During the year ended March 31, 2010, the Company recognized less than $0.1 million in distribution and marketing expenses paid to Roadside Attractions, LLC in connection with the release of certain theatrical titles (2009 — $4.7 million, 2008 — $3.9 million). During the year ended March 31, 2010, the Company made $3.1 million in participation payments to Roadside Attractions, LLC in connection with the distribution of certain theatrical titles (2009 — $0.3 million, 2008 — nil).

 

54



 

During the year ended March 31, 2010, the Company recognized $0.6 million in interest income associated with a $7.9 million note receivable from Break.com, see Note 8 (2009 — $0.6 million, 2008 — $0.2 million).

 

During the year ended March 31, 2010, the Company recognized $38.6 million of revenue from EPIX in connection with certain theatrical releases (2009 — nil, 2008 — nil). As of March 31, 2010, the Company held $11.8 million of accounts receivables from EPIX (2009 — nil, 2008 — nil).

 

During the year ended March 31, 2010, the Company recognized $0.3 million of revenue (2009 — nil, 2008 — nil) and $2.6 million in distribution and marketing expenses (2009 — nil, 2008 — nil) paid to TV Guide Network in connection with the release of certain theatrical titles. Additionally, the Company recognized $10.5 million of income for the accretion of the dividend and discount of the mandatorily redeemable preferred stock units as equity interest income (2009 — nil, 2008 — nil). As of March 31, 2010, the Company held $1.9 million of accounts receivables from TV Guide Network (2009 — nil, 2008 — nil).

 

55