United states securities and exchange commission


LIONS GATE ENTERTAINMENT CORP



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LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)


Interest: Interest on the January 2012 4.00% Notes is payable at 4.00%  per annum semi-annually on January 15 and July 15 of each year, commencing on July 15, 2012.

Maturity Date: The January 2012 4.00% Notes will mature on January 11, 2017.

Conversion Features: The January 2012  4.00% 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 as specified in the Indenture. Upon conversion of the January 2012 4.00% 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.

Other Financing Obligations

On June 1, 2007, the Company entered into a bank financing agreement for $3.7 million to fund the acquisition of certain capital assets. Interest is payable in monthly payments totaling $0.3 million per year for five years at an interest rate of 8.02% , with the entire principal due June 2012.




10. Participations and Residuals

The Company expects approximately 68% of accrued participations and residuals will be paid during the one -year period ending March 31, 2013 .



11. Film Obligations and Production Loans

 





























 

March 31,
2012


 

March 31,
2011


 

(Amounts in thousands)

Film obligations

$

98,750




 

$

58,681




Production loans

 

 

 

Individual production loans

352,960




 

181,829




Pennsylvania Regional Center production loans

65,500




 

65,500




Film credit facility

43,940




 

20,430




Total film obligations and production loans

$

561,150




 

$

326,440



The following table sets forth future annual repayment of film obligations and production loans as of March 31, 2012 :



 

























































































 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended March 31,

 

2013

 

2014

 

2015

 

2016

 

2017

 

Thereafter

 

Total

 

(Amounts in thousands)

Film obligations

$

59,638




 

$

19,409




 

$

14,493




 

$

9,662




 

$






 

$






 

$

103,202




Production loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual production loans

285,567




 

67,393




 






 






 






 






 

352,960




Pennsylvania Regional Center production loans






 

65,500




 






 






 






 






 

65,500




Film credit facility

43,940




 






 






 






 






 






 

43,940




 

$

389,145




 

$

152,302




 

$

14,493




 

$

9,662




 

$






 

$






 

565,602




Less imputed interest on film obligations

 

 

 

 

 

 

 

 

 

 

 

 

(4,452

)

 

 

 

 

 

 

 

 

 

 

 

 

 

$

561,150




Film Obligations
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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 $338.0 million incur interest at rates ranging from 3.49% to 3.99% , and approximately $15.0 million of production loans are non-interest bearing.



Pennsylvania Regional Center

General. 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 $65.5 million on a five -year term for use in film and television productions in the State of Pennsylvania. The amount that was borrowed was 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.

Outstanding Amount. At March 31, 2012 , the Company had borrowings of $65.5 million ( March 31, 2011 — $65.5 million ).

Availability of Funds. At March 31, 2012 , there were no amounts available under this agreement ( March 31, 2011 — nil).

Maturity Date. 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.

Interest. Amounts borrowed under the agreement carry an interest rate of 1.5% , which is payable semi-annually.

Security. 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 convertible senior subordinated notes repurchased. As of March 31, 2012 , $72.8 million principal value (fair value — $83.1 million ) of the Company’s convertible senior subordinated notes repurchased in December 2009 (see Note 9) was held as collateral under the Company’s senior revolving credit facility ( March 31, 2011 — $72.8 million principal value, $72.4 million fair value).
Film Credit Facility

On October 6, 2009, the Company entered into a revolving film credit facility agreement, as amended effective December 31, 2009 and June 22, 2010 (the “Film Credit Facility”), which provides for borrowings for the acquisition or production of motion pictures.



Outstanding Amount. At March 31, 2012 , the Company had borrowings of $43.9 million (March 31, 2011 — $20.4 million ).

Availability of Funds. Currently, the Film Credit Facility provides for total borrowings up to $130 million , subject to a borrowing base, which can vary based on the amount of sales contracts in place on pictures financed under the facility. The Film Credit Facility can be increased to $200 million if additional qualified lenders or financial institutions become a party to and provide a commitment under the facility.

Maturity Date. The Film Credit Facility has a maturity date of April 6, 2013 . 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.

Interest. As of March 31, 2012 , the Film Credit Facility bore interest of 3.25% over the “LIBO” rate (as defined in the credit agreement). The weighted average interest rate on borrowings outstanding as of March 31, 2012 was 3.49% (March 31, 2011 — 3.49% ).
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Commitment Fee. The Company is required to pay a quarterly commitment fee of 0.75%  per annum on the unused commitment under the Film Credit Facility.

Security. 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 9.


12. 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 not required to be measured at fair value on a recurring basis include the Company’s convertible senior subordinated notes, individual production loans, Pennsylvania Regional Center Loan, Senior Notes, and Term Loan, which are 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 Company measures the fair value of its investment in TV Guide Network's Mandatorily Redeemable Preferred Stock Units using primarily a discount cash flow analysis based on the expected cash flows of the investment. The analysis reflects the contractual terms of the investment, including the period to maturity, and uses a discount rate commensurate with the risk associated with the investment.

The following table sets forth the carrying values and fair values of the Company’s investment in TV Guide Network's mandatorily redeemable preferred stock units and outstanding debt at March 31, 2012 :

 
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