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8-K/A - 8-K/A - LIONS GATE ENTERTAINMENT CORP /CN/a12-6107_18ka.htm
EX-23.2 - EX-23.2 - LIONS GATE ENTERTAINMENT CORP /CN/a12-6107_1ex23d2.htm
EX-23.1 - EX-23.1 - LIONS GATE ENTERTAINMENT CORP /CN/a12-6107_1ex23d1.htm
EX-99.1 - EX-99.1 - LIONS GATE ENTERTAINMENT CORP /CN/a12-6107_1ex99d1.htm
EX-99.2 - EX-99.2 - LIONS GATE ENTERTAINMENT CORP /CN/a12-6107_1ex99d2.htm

EXHIBIT 99.3

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

On January 13, 2012, Lions Gate Entertainment Corp. (the “Company” or “Lionsgate”) purchased all of the membership interests in Summit Entertainment, LLC (“Summit”), a worldwide independent film producer and distributor. The aggregate purchase price was approximately $413.7 million, which consisted of $343.5 million in cash paid at closing, 5,837,781 of the Company’s common shares paid at closing (a part of which are included in escrow for indemnification purposes), and an additional $20.0 million of cash or the Company’s common shares (based on a common share price of $8.39 per share) to be paid or issued, at the Company’s option, within 60 days of the date of the transaction. The Company paid the additional consideration of $20.0 million in cash on March 13, 2012. Of the cash portion of the purchase price, approximately $284.4 million was funded with cash on the balance sheet of Summit. The value assigned to the shares for purposes of recording the acquisition was $50.2 million and was based on the closing price of the Company’s common shares on the date of closing of the acquisition. Additionally, the Company may be obligated to pay additional cash consideration of up to $7.5 million pursuant to the purchase agreement, should the domestic theatrical receipts from certain films meet certain target performance thresholds.

 

In connection with the acquisition of Summit, on January 11, 2012, the Company sold $45.0 million in aggregate principal amount of 4.00% Convertible Senior Subordinated Notes with a maturity date of January 11, 2017 (the “January 2012 Notes”).  The proceeds were used to fund a portion of the acquisition of Summit. The interest payment date on the January 2012 Notes is January 15 and July 15 of each year, commencing on July 15, 2012. The January 2012 Notes are convertible into common shares of the Company at any time prior to maturity or repurchase by the Company, at an initial conversion price of approximately $10.50 per share, subject to adjustment in certain circumstances.

 

In addition, as part of the closing, Summit’s existing term loan of $508.0 million was paid off, in part, with cash from Lionsgate and the net proceeds from a new term loan to Summit with a principal amount of $500.0 million, maturing on September 7, 2016 (the “Term Loan”). The Term Loan was subsequently amended on February 21, 2012.

 

The Term Loan is secured by the Summit assets. The Term Loan is repayable in quarterly installments of $13.75 million, with the balance payable on the final maturity date.  The Term Loan is also repayable periodically to the extent of the excess cash flow, as defined, generated by Summit and its subsidiaries.   The Term Loan bears interest by reference to a base rate or the LIBOR rate (subject to a LIBOR floor of 1.25%), in either case plus an applicable margin of 4.50% in the case of base rate loans and 5.50% in the case of LIBOR loans.

 

The acquisition has been accounted for using the purchase method of accounting in accordance with Accounting Standards Codification (ASC) No. 805, Business Combinations (“ASC 805”). Under the purchase method of accounting, the total estimated purchase price, as described in Note 1 to these unaudited pro forma combined condensed financial statements, has been preliminarily allocated to the tangible and intangible assets acquired and liabilities assumed of Summit based on a preliminary estimate of their fair values. The preliminary purchase price allocation is subject to revision, as a more detailed analysis of investment in films and intangible assets is completed and additional information on the fair value of assets and liabilities becomes available, including receipt of final appraisals of the net assets acquired. A change in the fair value of the net assets of Summit may change the amount of the purchase price allocable to goodwill, and could impact the amounts of amortization expense included in the unaudited pro forma condensed consolidated statements of operations.

 

The unaudited pro forma condensed consolidated financial information assumes the following:

 

·                  The unaudited pro forma condensed consolidated balance sheet as of December 31, 2011 assumes that the acquisition of Summit, the issuance of the January 2012 Notes, and the refinancing of the Term Loan had been completed on December 31, 2011.

 

·                  The unaudited pro forma condensed consolidated statements of operations for the year ended March 31, 2011, and the nine months ended December 31, 2011 assume that the acquisition of Summit, the issuance of the January 2012 Notes, and the refinancing of the Term Loan occurred on April 1, 2010.

 

·                  The unaudited pro forma condensed consolidated balance sheet is based on the Company and Summit’s historical balance sheet at December 31, 2011.  The unaudited pro forma condensed consolidated statements of operations include the Company’s historical statements of operations for the year ended March 31, 2011 and the nine months ended December 31, 2011 combined with Summit’s historical statements of operations for the year ended December 31, 2010 and the nine months ended September 30, 2011.

 

The unaudited pro forma information presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable.

 

The unaudited pro forma condensed consolidated financial statements do not include any adjustments for any restructuring activities, operating efficiencies or cost savings.

 

The unaudited pro forma condensed consolidated financial information should be read in conjunction with the:

 

1



 

·                  Accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information;

 

·                  Separate historical consolidated financial statements of the Company previously filed in our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2011 and our Annual Report on Form 10-K for the fiscal year ended March 31, 2011, as amended; and

 

·                  Separate historical audited consolidated financial statements of Summit as of December 31, 2011 and 2010, and for the years ended December 31, 2011 and  2010 presented in Exhibits 99.1 and 99.2 in this Form 8-K/A.

 

2



 

LIONS GATE ENTERTAINMENT CORP.

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

 

 

 

As of December 31, 2011

 

 

 

Historical

 

Pro Forma Adjustments

 

 

 

 

 

Lions Gate

 

Summit

 

 

 

 

 

 

 

 

 

Entertainment

 

Entertainment

 

Pro Forma

 

Reclassification

 

 

 

 

 

Corp.

 

LLC

 

Adjustments

 

Adjustments

 

Pro Forma

 

 

 

(Note 1)

 

(Note 1)

 

(Notes 1 & 2)

 

(Notes 1 & 2)

 

Combined

 

 

 

(All amounts in thousands of dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

52,851

 

$

247,099

 

$

(271,359

)(a)

$

 

$

28,591

 

Restricted cash

 

26,496

 

49,765

 

 

 

76,261

 

Accounts receivable, net

 

423,117

 

161,971

 

(47,901

)(b)

15,472

(m)

552,659

 

Investment in films and television programs, net

 

802,872

 

388,848

 

213,697

(c)

12,571

(m)

1,417,988

 

Property and equipment, net

 

8,359

 

1,713

 

 

 

10,072

 

Equity method investments

 

159,919

 

 

 

 

159,919

 

Finite-lived intangible assets

 

 

7,332

 

5,268

(d)

 

12,600

 

Goodwill

 

233,201

 

6,465

 

79,039

(e)

 

318,705

 

Other assets

 

55,419

 

48,622

 

2,027

(f)

(28,043

)(m)

78,025

 

Total assets

 

$

1,762,234

 

$

911,815

 

$

(19,229

)

$

 

$

2,654,820

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Senior revolving credit facility

 

$

94,500

 

$

 

$

 

$

 

$

94,500

 

Senior secured second-priority notes

 

431,334

 

 

 

 

431,334

 

Term loan

 

 

 

 

492,500

(m)

492,500

 

Notes payable

 

 

553,163

 

(4,410

)(f)

(548,753

)(m)

 

Accounts payable and accrued liabilities

 

184,000

 

70,389

 

28,200

(g)

 

282,589

 

Participations and residuals

 

280,314

 

92,701

 

 

 

373,015

 

Film obligations and production loans

 

463,381

 

 

 

56,253

(m)

519,634

 

Convertible senior subordinated notes and other financing obligations

 

71,340

 

 

34,875

(h)

 

106,215

 

Deferred revenue

 

199,446

 

136,261

 

(82,228

)(i)

 

253,479

 

Total liabilities

 

1,724,315

 

852,514

 

(23,563

)

 

2,553,266

 

 

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Common shares

 

648,492

 

 

60,330

(j)

 

708,822

 

Members’ equity

 

 

102,420

 

(102,420

)(k)

 

 

Retained earnings (accumulated deficit)

 

(528,282

)

(46,424

)

46,424

(l)

 

(528,282

)

Accumulated other comprehensive loss

 

(5,203

)

 

 

 

(5,203

)

Treasury shares

 

(77,088

)

 

 

 

(77,088

)

Noncontrolling interest

 

 

3,305

 

 

 

3,305

 

 

 

37,919

 

59,301

 

4,334

 

 

101,554

 

Total liabilities and shareholders’ equity

 

$

1,762,234

 

$

911,815

 

$

(19,229

)

$

 

$

2,654,820

 

 

See accompanying notes.

 

3



 

LIONS GATE ENTERTAINMENT CORP.

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

 

 

 

For the Nine Months Ended December 31, 2011

 

 

 

Historical

 

Pro Forma Adjustments

 

 

 

 

 

Nine months ended:

 

 

 

 

 

 

 

 

 

December 31,

 

September 30,

 

 

 

 

 

 

 

 

 

2011

 

2011

 

 

 

 

 

 

 

 

 

Lions Gate

 

Summit

 

 

 

 

 

 

 

 

 

Entertainment

 

Entertainment

 

Pro Forma

 

Reclassification

 

 

 

 

 

Corp.

 

LLC

 

Adjustments

 

Adjustments

 

Pro Forma

 

 

 

(Note 1)

 

(Note 1)

 

(Notes 1 & 2)

 

(Notes 1 & 2)

 

Combined

 

 

 

(All amounts in thousands of dollars, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

942,366

 

$

331,289

 

$

 

$

 

$

1,273,655

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Direct operating

 

547,659

 

 

30,713

(n)

118,039

(t)

696,411

 

Cost of sales

 

 

252,733

 

 

(252,733

)(t)

 

Operating expenses

 

 

41,439

 

 

(41,439

)(t)

 

Distribution and marketing

 

279,194

 

 

 

134,694

(t)

413,888

 

General and administration

 

93,151

 

 

(1,507

)(o)

40,053

(t)

131,697

 

Gain on sale of asset disposal group

 

(10,967

)

 

 

 

(10,967

)

Depreciation and amortization

 

2,603

 

 

1,007

(p)

1,386

(t)

4,996

 

Total expenses

 

911,640

 

294,172

 

30,213

 

 

1,236,025

 

Operating income

 

30,726

 

37,117

 

(30,213

)

 

37,630

 

Other expenses (income):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

Contractual cash based interest

 

40,343

 

 

1,349

(q)

16,334

(t)

58,026

 

Amortization of debt discount (premium) and deferred financing costs

 

10,796

 

 

(3,443

)(r)

7,124

(t)

14,477

 

Total interest expense

 

51,139

 

 

(2,094

)

23,458

 

72,503

 

Interest and other, net

 

 

21,788

 

 

(21,788

)(t)

 

Interest and other income

 

(1,860

)

 

 

(1,665

)(t)

(3,525

)

Loss on extinguishment of debt

 

967

 

 

 

 

967

 

Total other expenses, net

 

50,246

 

21,788

 

(2,094

)

5

 

69,945

 

Income (loss) before equity interests and income taxes

 

(19,520

)

15,329

 

(28,119

)

(5

)

(32,315

)

Equity interests income (loss)

 

8,325

 

 

 

5

(t)

8,330

 

Income (loss) before income taxes

 

(11,195

)

15,329

 

(28,119

)

 

(23,985

)

Income tax provision

 

2,857

 

1,029

 

(s)

 

3,886

 

Net income (loss)

 

$

(14,052

)

$

14,300

 

$

(28,119

)

$

 

$

(27,871

)

 

 

 

 

 

 

 

 

 

 

 

 

Basic Net Loss Per Common Share

 

$

(0.11

)

 

 

 

 

 

 

$

(0.20

)

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Net Loss Per Common Share

 

$

(0.11

)

 

 

 

 

 

 

$

(0.20

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

132,389

 

 

5,838

(u)

 

138,227

 

Diluted

 

132,389

 

 

5,838

(v)

 

138,227

 

 

See accompanying notes.

 

4



 

LIONS GATE ENTERTAINMENT CORP.

 

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

 

 

 

For the Year Ended March 31, 2011

 

 

 

Historical

 

Pro Forma Adjustments

 

 

 

 

 

Year ended:

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

 

 

 

 

 

2011

 

2010

 

 

 

 

 

 

 

 

 

Lions Gate

 

Summit

 

 

 

 

 

 

 

 

 

Entertainment

 

Entertainment

 

Pro Forma

 

Reclassification

 

 

 

 

 

Corp.

 

LLC

 

Adjustments

 

Adjustments

 

Pro Forma

 

 

 

(Note 1)

 

(Note 1)

 

(Notes 1 & 2)

 

(Notes 1 & 2)

 

Combined

 

 

 

(All amounts in thousands of dollars, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,582,720

 

$

1,150,807

 

$

 

$

 

$

2,733,527

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Direct operating

 

795,746

 

 

58,325

(n)

357,738

(t)

1,211,809

 

Cost of revenue

 

 

714,749

 

 

(714,749

)(t)

 

Operating expenses

 

 

71,074

 

 

(71,074

)(t)

 

Distribution and marketing

 

547,226

 

 

 

357,012

(t)

904,238

 

General and administration

 

171,407

 

 

1,091

(o)

68,482

(t)

240,980

 

Depreciation and amortization

 

5,811

 

 

490

(p)

2,591

(t)

8,892

 

Total expenses

 

1,520,190

 

785,823

 

59,906

 

 

2,365,919

 

Operating income

 

62,530

 

364,984

 

(59,906

)

 

367,608

 

Other expenses (income):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

Contractual cash based interest

 

38,879

 

 

24,199

(q)

8,334

(t)

71,412

 

Amortization of debt discount (premium) and deferred financing costs

 

16,301

 

 

1,850

(r)

1,559

(t)

19,710

 

Total interest expense

 

55,180

 

 

26,049

 

9,893

 

91,122

 

Interest and other, net

 

 

 

9,893

 

 

(9,893

)(t)

 

Interest and other income

 

(1,742

)

 

 

 

(1,742

)

Loss on extinguishment of debt

 

14,505

 

 

 

 

14,505

 

Total other expenses, net

 

67,943

 

9,893

 

26,049

 

 

103,885

 

Income (loss) before equity interests and income taxes

 

(5,413

)

355,091

 

(85,955

)

 

263,723

 

Equity interests loss

 

(43,930

)

 

 

 

(43,930

)

Income (loss) before income taxes

 

(49,343

)

355,091

 

(85,955

)

 

219,793

 

Income tax provision

 

4,256

 

1,898

 

89,005

(s)

 

95,159

 

Net income (loss)

 

$

(53,599

)

$

353,193

 

$

(174,960

)

$

 

$

124,634

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Net Income (Loss) Per Common Share

 

$

(0.41

)

 

 

 

 

 

 

$

0.91

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Net Income (Loss) Per Common Share

 

$

(0.41

)

 

 

 

 

 

 

$

0.90

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

131,176

 

 

5,838

(u)

 

137,014

 

Diluted

 

131,176

 

 

24,622

(v)

 

155,798

 

 

See accompanying notes.

 

5



 

LIONS GATE ENTERTAINMENT CORP.

 

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.       Basis of Pro Forma Presentation

 

The unaudited pro forma condensed consolidated balance sheet as of December 31, 2011 assumes that the acquisition of Summit, the issuance of the January 2012 Notes, and the refinancing of the Term Loan had been completed on December 31, 2011.  The unaudited pro forma condensed consolidated statements of operations for the year ended March 31, 2011, and the nine months ended December 31, 2011 assumes that the acquisition of Summit, the issuance of the January 2012 Notes, and the refinancing of the Term Loan occurred on April 1, 2010. The unaudited pro forma condensed consolidated balance sheet is based on the Company and Summit’s historical balance sheet at December 31, 2011.  The unaudited pro forma condensed consolidated statements of operations include the Company’s historical statements of operations for the year ended March 31, 2011 and the nine months ended December 31, 2011, combined with Summit’s historical statements of operations for the year ended December 31, 2010 and the nine months ended September 30, 2011, respectively.

 

The unaudited pro forma information presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable.

 

The unaudited pro forma condensed consolidated financial statements do not include any adjustments for any restructuring activities, operating efficiencies or cost savings.

 

The Company has made a preliminary allocation of the estimated purchase price of Summit to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value. The preliminary purchase price allocation is subject to revision, as a more detailed analysis of investment in films and intangible assets is completed and additional information on the fair value of assets and liabilities becomes available, including receipt of final appraisals of the net assets acquired. A change in the fair value of the net assets of Summit may change the amount of the purchase price allocable to goodwill, and could impact the amounts of amortization expense included in the unaudited pro forma combined condensed consolidated statements of operations. Based on the preliminary valuation and other information currently available, the allocation of the estimated purchase price assuming the acquisition had been completed as of December 31, 2011 is as follows:

 

 

 

(Amounts in

 

Preliminary estimated purchase price consideration

 

thousands)

 

Cash

 

$

343,500

 

Fair value of 5,837,781 of Lionsgate’s shares issued

 

50,205

 

Fair value of additional consideration to be paid within 60 days of date of the transaction

 

20,000

 

Fair value of contingent consideration

 

6,200

 

 

 

$

419,905

 

 

Preliminary allocation of the estimated purchase price

 

 

 

Cash and cash equivalents

 

$

247,099

 

Restricted cash

 

49,765

 

Accounts receivable, net

 

177,443

 

Investment in films and television programs, net

 

615,116

 

Other assets acquired

 

7,969

 

Finite-lived intangible assets:

 

 

 

Sales agency relationships

 

6,200

 

Tradenames

 

6,400

 

Notes payable assumed

 

(553,163

)

Other liabilities and noncontrolling interest assumed

 

(222,428

)

Fair value of net assets acquired

 

334,401

 

Goodwill

 

85,504

 

Total preliminary estimated purchase price

 

$

419,905

 

 

Amortization related to the fair value of amortizable intangible assets is reflected as pro forma adjustments to the unaudited pro forma condensed consolidated statements of operations.

 

Identifiable intangible assets. Sales agency relationships represent existing contracts that relate primarily to underlying customer relationships, and have a useful life of 5 years. Tradenames are primarily related to the Summit brand and name, and have an estimated useful life of 5 years. Identifiable intangible assets will be amortized on a straight-line basis over their estimated useful lives.

 

Goodwill. Approximately $85.5 million has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the underlying tangible and identifiable intangible assets acquired and liabilities assumed. In accordance with ASC 805, goodwill will not be amortized but instead will be tested for impairment annually.

 

Taxes. The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had Lionsgate and Summit filed a combined income tax return during the year ended March 31, 2011 and the nine months ended December 31,

 

6



 

2011.  Most of Summit’s income was taxed as a partnership and thus the historical financial statements reflect a minimal tax provision. The pro forma adjustments to the tax provision reflect Summit’s income as taxable to Lionsgate, net of the use of Lionsgate’s net operating loss carryforwards (“NOLs”), the utilization of which would have been limited to Section 382. For the nine months ended December 31, 2011, no additional tax expense is reflected as a result of a projected taxable loss on a combined basis.

 

2.       Pro Forma Adjustments

 

Pro forma adjustments are necessary to reflect the payment of and the allocation of the estimated purchase price to the estimated fair values of the tangible and intangible assets acquired and liabilities assumed, and the amortization related to the values allocated to the intangible assets, and to remove certain assets and liabilities reflected in the historical balance sheet that were not acquired.

 

The pro forma condensed consolidated statements of operations do not include any incremental costs associated with the integration activities of the combined companies.

 

Unaudited Pro Forma Adjustments are as follows:

 

Pro forma adjustments to the condensed consolidated Balance Sheet as of December 31, 2011

 

(a)

To reflect the net use of cash to fund Lionsgate’s purchase of Summit

 

 

 

 

To reflect the proceeds upon issuance of $45 million of 4.00% Convertible Senior Subordinated Notes

 

$

45,000

 

 

To reflect the collection of Summit’s accounts receivable between January 1, 2012 through January 13, 2012

 

47,901

 

 

To reflect the use of cash to fund Lionsgate’s purchase of Summit

 

(343,500

)

 

To reflect the proceeds upon the refinancing of Summit’s assumed Term Loan upon acquisition

 

476,150

 

 

To reflect the use of cash to extinguish Summit’s assumed Term Loan prior to refinancing

 

(496,910

)

 

 

 

$

(271,359

)

 

 

 

 

 

(b)

To reflect the collection of Summit’s accounts receivable between January 1, 2012 through January 13, 2012

 

$

(47,901

)

 

 

 

 

 

(c)

To reflect the preliminary estimated incremental fair value of Summit’s investment in film rights

 

$

213,697

 

 

 

 

 

 

(d)

Adjustments to finite-lived intangible assets as a result of the preliminary valuation

 

 

 

 

To eliminate Summit’s historical finite-lived intangibles, net

 

$

(7,332

)

 

To reflect the preliminary estimated fair value of Summit’s identifiable finite-lived intangible assets acquired

 

12,600

 

 

 

 

$

5,268

 

 

 

 

 

 

(e)

Adjustments to goodwill

 

 

 

 

To eliminate Summit’s historical goodwill

 

$

(6,465

)

 

To reflect the preliminary estimated fair value of Summit’s goodwill resulting from the acquisition

 

85,504

 

 

 

 

$

79,039

 

 

 

 

 

 

(f)

To reflect the refinancing of Summit’s assumed Term Loan upon acquisition

 

 

 

 

To eliminate deferred financing costs associated with Summit’s assumed Term Loan prior to refinancing

 

$

(14,323

)

 

To reflect deferred financing costs associated with Summit’s refinanced Term Loan

 

16,350

 

 

 

 

$

2,027

 

 

 

 

 

 

 

To eliminate Summit’s existing Term Loan prior to refinancing

 

$

(496,910

)

 

To reflect Summit’s refinanced Term Loan, net of discount

 

492,500

 

 

 

 

$

(4,410

)

 

 

 

 

 

(g)

Adjustments to accounts payable and accrued liabilities

 

 

 

 

To adjust Summit’s acquired leases to fair value

 

$

2,000

 

 

To reflect the $20 million of consideration to be paid within 60 days

 

20,000

 

 

To reflect the preliminary estimate of contingent consideration associated with meeting certain target performance thresholds

 

6,200

 

 

 

 

$

28,200

 

 

 

 

 

 

(h)

To reflect the issuance of $45 million of 4.00% Convertible Senior Subordinated Notes, net of debt discount

 

$

34,875

 

 

 

 

 

 

(i)

To reflect the fair value adjustments to Summit’s deferred revenue

 

$

(82,228

)

 

 

 

 

 

(j)

To reflect the issuance of 5,837,781 of Lionsgate’s shares to fund a portion of the purchase price

 

$

50,205

 

 

To reflect the equity component associated with the $45 million of 4.00% Convertible Senior Subordinated Notes

 

10,125

 

 

 

 

$

60,330

 

 

 

 

 

 

(k)

To eliminate the Parent’s net investment in Summit

 

$

(102,420

)

 

 

 

 

 

(l)

To eliminate the Parent’s net investment in Summit

 

$

46,424

 

 

 

 

 

 

(m)

To reflect certain reclassification adjustments that have been made to conform Lionsgate’s and Summit’s historical reported balances to the pro forma condensed consolidated financial statement basis of presentation. The adjustments were primarily to reclassify Summit’s other assets into accounts receivable and investment in film and television series and Summit’s notes payable into term loan and film obligations.

 

 

 

 

7



 

Pro forma adjustments to the condensed consolidated Statements of Operations for the nine months ended December 31, 2011 and the year ended March 31, 2011

 

 

 

 

 

Nine months ended

 

Year ended

 

 

 

 

 

December 31, 2011

 

March 31, 2011

 

(n)

 

To reflect amortization of the fair value adjustment on Summit’s acquired film assets

 

$

30,713

 

$

58,325

 

 

 

 

 

 

 

 

 

(o)

 

Adjustments to general and administration expenses

 

 

 

 

 

 

 

To reflect amortization of the fair value adjustment on Summit’s acquired leases

 

$

818

 

$

1,091

 

 

 

To eliminate transaction costs associated with the Summit acquisition, which are included in the historical statement of operations

 

(2,325

)

 

 

 

 

 

$

(1,507

)

$

1,091

 

 

 

 

 

 

 

 

 

(p)

 

Adjustments to amortization of intangible assets

 

 

 

 

 

 

 

To eliminate historical amortization of intangibles

 

$

(883

)

$

(2,030

)

 

 

To reflect amortization of identified intangibles acquired from Summit

 

1,890

 

2,520

 

 

 

 

 

$

1,007

 

$

490

 

 

 

 

 

 

 

 

 

(q)

 

Adjustments to cash based interest expense

 

 

 

 

 

 

 

To reflect contractual cash based interest expense on the $45 million of 4.00% Convertible Senior Subordinated Notes

 

$

1,350

 

$

1,800

 

 

 

To adjust contractual cash based interest expense to reflect the refinancing of $500 million of Summit’s assumed Term Loan at current interest rates

 

(1

)

22,399

 

 

 

 

 

$

1,349

 

$

24,199

 

(r)

 

Adjustments to amortization of debt discount and deferred financing costs

 

 

 

 

 

 

 

To reflect amortization of debt discount and deferred financing costs associated with the issuance of $45 million of 4.00% Convertible Senior Subordinated Notes

 

$

1,362

 

$

1,662

 

 

 

To adjust amortization of debt discount and deferred financing costs to reflect the refinancing of Summit’s assumed Term Loan

 

(4,805

)

188

 

 

 

 

 

$

(3,443

)

$

1,850

 

 

 

 

 

 

 

 

 

(s)

 

To adjust income tax expense for pro forma adjustments

 

$

 

$

89,005

 

 

 

 

 

 

 

 

 

(t)

 

To reflect certain reclassification adjustments that have been made to conform Lionsgate’s and Summit’s historical reported balances to the pro forma condensed consolidated financial statement basis of presentation. The adjustments were primarily to reclassify Summit’s operating expenses into direct operating expenses, distribution and marketing expenses, and general and administrative.

 

 

 

 

 

 

 

 

 

 

 

 

 

(u)

 

To reflect the shares outstanding associated with the issuance of 5,837,781 of Lionsgate’s shares to fund a portion of the purchase price

 

5,838

 

5,838

 

 

 

 

 

 

 

 

 

(v)

 

To reflect the impact of diluted securities outstanding (see Note 3)

 

5,838

 

24,622

 

 

Note 3. Pro Forma Net Income (Loss) Per Share

 

The pro forma basic net income (loss) per share are based on the weighted average number of the Company’s shares outstanding during each period.

 

The pro forma diluted net income(loss) per share are computed as follows:

 

 

 

Nine months ended

 

Year ended

 

 

 

December 31, 2011

 

March 31, 2011

 

 

 

(Amounts in thousands, except per share amounts)

 

Pro Forma Diluted Net Income (Loss) Per Common Share:

 

 

 

 

 

Numerator:

 

 

 

 

 

Pro forma net income (loss)

 

$

(27,871

)

$

124,634

 

Add:

 

 

 

 

 

Interest on convertible notes, net of tax

 

 

15,052

 

Amortization of deferred financing costs, net of tax

 

 

277

 

Numerator for Pro Forma Diluted Net Income (Loss) Per Common Share

 

$

(27,871

)

$

139,963

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

Pro forma weighted average common shares outstanding

 

138,227

 

137,014

 

Effect of dilutive securities:

 

 

 

 

 

Conversion of notes

 

 

18,054

 

Share purchase options and restricted share units

 

 

730

 

Adjusted weighted average common shares outstanding

 

138,227

 

155,798

 

 

 

 

 

 

 

Pro Forma Diluted Net Income (Loss) Per Common Share

 

$

(0.20

)

$

0.90

 

 

8