United states securities and exchange commission



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The unaudited pro forma condensed consolidated statements of operations do not include any adjustments for any restructuring activities, operating efficiencies or cost savings.
In connection with the Summit acquisition, the Company incurred severance charges of $8.7 million , which is included in general and administrative expenses on the consolidated statement of operations for the year ended March 31, 2012 as part of management's plan to integrate and restructure the combined companies. As of March 31, 2012, $7.3 million of the severance costs remained unpaid and are reflected in accounts payable and accrued liabilities on the consolidated balance sheet.
Maple Pictures

On August 10, 2011, the Company sold its interest in Maple Pictures Corp. (“Maple Pictures”) to Alliance Films Holdings Inc. (“Alliance”), a leading Canadian producer and distributor of motion pictures, television programming and home entertainment. The sales price was approximately $35.3 million , net of a working capital adjustment.

Alliance is now responsible for all of Maple Pictures’ distribution, including Maple Pictures’ exclusive five -year output deal for Canadian distribution of the Company’s new motion picture (excluding Summit titles) and second window television product and Maple Pictures’ exclusive long-term arrangement for distribution of Canadian rights of the Company’s filmed entertainment library (i.e., distribution rights). The sales price was allocated between the fair value of the distribution rights and the fair value of Maple Pictures exclusive of the distribution rights. The fair value of the distribution rights of $17.8 million was recorded as deferred revenue and will be recognized as revenue by the Company as the revenues are earned pursuant to the distribution rights. The sales proceeds less the fair value of the distribution rights constitutes the proceeds allocated to the sale of Maple Pictures exclusive of the distribution rights. The fair value of the distribution rights was determined based on an estimate of the cash flows to be generated by Alliance pursuant to the distribution agreements, discounted at risk-adjusted discount rates of the film categories between 10% and 11% .
The sale was treated as the disposal of an asset group rather than a discontinued operation because, due to the distribution rights, the Company will have significant continuing involvement in the cash flows generated pursuant to the distribution rights.

The assets and liabilities were classified as held for sale in the consolidated balance sheet as of March 31, 2011 and were recorded at their carrying value, which is lower than their fair value less costs to sell. At March 31, 2011, the carrying values of the Maple Pictures assets sold pursuant to the agreement were as set forth in the table below:

 
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LIONS GATE ENTERTAINMENT CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



















 

 

March 31,
2011


 

 




 

 

(Amounts in thousands)

Accounts receivable, net

 

$

29,197




Investment in films and television programs, net

 

13,531




Other assets

 

1,608




Assets held for sale (1)

 

$

44,336




Liabilities held for sale

 

$

(17,396

)

 _______________________________







(1)

Excludes cash held at Maple Pictures of $3.6 million as of March 31, 2011 .

Maple Pictures was included in the Company’s Motion Pictures reporting segment. A portion of Motion Pictures goodwill, amounting to $6.1 million was allocated to the asset group and included in the carrying value of the assets disposed for purposes of calculating the gain on sale. Subsequently, the Company tested for goodwill impairment using the adjusted carrying amount of the Motion Pictures reporting unit and no goodwill impairment was identified. The Company recognized a gain, net of transaction costs, on the sale of Maple Pictures of $11.0 million during the quarter ended September 30, 2011, as set forth in the table below:
































 

Gain on Sale of

 

Maple Pictures

 

August 10, 2011

 

(Amounts in thousands)

Total sales price for Maple Pictures

 

 

$

35,300




Less: Sales proceeds allocated to the fair value of the distribution rights

 

 

(17,800

)

Sales proceeds allocated to Maple Pictures, exclusive of the distribution rights

 

 

17,500




Less:

 

 

 

Cash

$

(3,943

)

 

 

Accounts receivable, net

(16,789

)

 

 

Investment in films and television programs, net

(13,536

)

 

 

Allocated goodwill

(6,053

)

 

 

Other assets

(1,564

)

 

 

Participations payable to Lionsgate (1)

23,683




 

 

Other liabilities

13,651




 

 

Total carrying value of Maple Pictures

$

(4,551

)

 

(4,551

)

 

 

 

 

Currency translation adjustment

 

 

1,298




 

 

 

 

Transaction and related costs

 

 

(3,280

)

Gain on sale of Maple Pictures

 

 

$

10,967




____________________________







(1)

Represents participation liabilities payable to the Company, which were assumed by Alliance and previously eliminated in the consolidated financial statements. The participations payable to Lionsgate represents amounts that Maple owed Lionsgate as of the date of sale from the distribution of Lionsgate's product in Canada pursuant to the distribution agreements. Subsequent to the sale, the amounts due from Alliance are reflected in accounts receivable on the Company's consolidated balance sheets, which will be paid pursant to the terms of the distribution arrangements.


16. Direct Operating Expenses

 
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Year Ended

 

Year Ended

 

Year Ended

 

March 31,
2012


 

March 31,
2011


 

March 31,
2010


 

(Amounts in thousands)

Amortization of films and television programs

$

603,660




 

529,428




 

511,658




Participations and residual expense

303,418




 

265,319




 

264,945




Other expenses:

 

 

 

 

 

Provision (benefit) for doubtful accounts

1,613




 

(501

)

 

1,398




Foreign exchange losses (gains)

(289

)

 

1,500




 

(32

)

 

$

908,402




 

$

795,746




 

$

777,969





17. Income Taxes

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












































 

Year Ended March 31,

 

Year Ended March 31,

 

Year Ended March 31,

 

2012

 

2011

 

2010

 

 

 

As adjusted

 

As adjusted

 

(Amounts in thousands)

Canada

$

6,283




 

$

30,573




 

$

15,167




United Kingdom

20,072




 

19,122




 

23,663




United States

(60,665

)

 

(75,889

)

 

(67,965

)

Australia

(113

)

 

69




 

81




 

$

(34,423

)

 

$

(26,125

)

 

$

(29,054

)

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