8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 9, 2007

Lions Gate Entertainment Corp.

(Exact name of registrant as specified in charter)

British Columbia, Canada
(State or Other Jurisdiction of Incorporation)

(Commission File Number) 1-14880 (IRS Employer Identification No.) N/A

(Address of principal executive offices)
1055 West Hastings Street, Suite 2200
Vancouver, British Columbia V6E 2E9
and
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404

Registrant’s telephone number, including area code: (877) 848-3866

No Change
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 9, 2007, we issued a press release announcing our results of operations for the second quarter of 2008. The press release issued by us in connection with the announcement is furnished as Exhibit 99.1 and is incorporated herein by reference.

Free Cash Flow

In our press release, we disclosed free cash flow of approximately $21.5 million for the quarter ended September 30, 2007. Free cash flow is a non-GAAP financial measure, as defined in Regulation G promulgated by the Securities and Exchange Commission. Net cash flows used in operating activities were approximately $21.8 million for the quarter ended September 30, 2007. A reconciliation of free cash flow to net cash flows provided by (used in) operating activities is included in Exhibit 99.1. The non-GAAP financial measure, free cash flow, is in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. Generally Accepted Accounting Principles.

Free cash flow is defined as net cash flows provided by or used in operating activities less purchases of property and equipment and unpresented bank drafts. The Company’s management believes this non-GAAP measure provides useful information to investors regarding cash that our operating businesses generate before taking into account cash movements that are non-operational. Free cash flow is a non-GAAP financial measure commonly used in the entertainment industry and by financial analysts and others who follow the industry. Not all companies calculate free cash flow in the same manner and the measure as presented may not be comparable to similarly titled measures presented by other companies.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated November 9, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 9, 2007	LIONS GATE ENTERTAINMENT CORP.
	/s/ James Keegan
	James Keegan
	Chief Financial Officer

2

EX-99.1

EXHIBIT 99.1

LIONSGATE REPORTS RECORD REVENUES OF $343.5 MILLION
AND NET LOSS OF $56.2 MILLION FOR SECOND QUARTER OF
FISCAL 2008

Company Reports Positive Free Cash Flow of $21.5 Million For The Second Quarter

Santa Monica, CA, and Vancouver, BC, November 9, 2007 -— Lionsgate (NYSE: LGF), the leading independent filmed entertainment studio, reported record high quarterly revenues of $343.5 million and a net loss of $56.2 million for its fiscal quarter ended September 30, 2007, the Company announced today. The Company noted that revenue growth was driven by strong theatrical box office results and television production revenue gains in the quarter.

Lionsgate reported basic and diluted net loss per common share of $0.47 on 119.2 million weighted average common shares outstanding. The Company noted that its loss in the quarter was driven by $122.5 million in theatrical marketing spend expensed in the quarter.

“This was a very strong quarter for all of our businesses, most notably our theatrical business, whose positive contributions will be more fully reflected in future quarters,” said Lionsgate Co-Chairman and Chief Executive Officer Jon Feltheimer. “We were pleased not only with our strong performance at the North American box office, but with our robust library and home entertainment revenues and continued momentum in our television production and international businesses as well. Our record revenues for the quarter show that we’re doing exactly what we should be doing as a growth company.”

The Company’s filmed entertainment backlog of $315.8 million exceeded $300 million for the fifth consecutive quarter.

Overall motion picture revenue for the quarter was $234.4 million. Within this segment, theatrical revenue was $42.4 million. Lionsgate had three consecutive significant theatrical releases in the quarter with War, 3:10 To Yuma and Good Luck, Chuck. The Company’s successful releases continued with Tyler Perry’s Why Did I Get Married? and Saw 4 after the close of the quarter.

Lionsgate’s home entertainment revenue was $122.3 million in the second quarter as several Lionsgate releases, including The Condemned and Delta Farce, significantly overindexed their theatrical box office performance. Other significant DVD releases in the quarter included Bug, continuing sales of Pride, Bratz Kidz: Sleepover Adventure and Dr. Strange, the fourth release in Lionsgate’s direct-to-video partnership with Marvel.

Television revenue included in the motion picture segment was $37.3 million in the second quarter, primarily attributable to several strong theatrical titles with television windows opening recently, including Tyler Perry’s Diary of A Mad Black Woman, Crank, Saw 3 and Employee of The Month.

International revenue was $31.1 million in the second quarter, driven by strong foreign sales and overages of Saw 3, Saw 2 and War as well as strong revenue performances by the Company’s motion pictures and third-party product distributed by Lionsgate U.K., including 3:10 To Yuma, Saw 3, Academy Award ^® Best Foreign Language winner The Lives of Others and The Hamiltons.

Television production revenue was $109.1 million in the second quarter, driven by deliveries of episodes of the sixth broadcast season of The Dead Zone (USA), the fourth season of Wildfire (ABC Family), the third season of Weeds (Showtime), the first season of Mad Men (AMC) and domestic series licensing of Tyler Perry’s House of Payne, South Park and other television programming from the Company’s wholly-owned television syndication subsidiary Debmar-Mercury LLC.

Lionsgate senior management will hold its analyst and investor conference call to discuss its fiscal 2008 second quarter financial results at 9:00 A.M. ET/6:00 A.M. PT, Monday, November 12, 2007. Interested parties may participate live in the conference call by calling 1-800-230-1059 (1-612-234-9959 outside the U.S. and Canada). A full digital replay will be available from Monday afternoon, November 12, through Monday, November 19, by dialing 1-800-475-6701 (1-320-365-3844 outside the U.S. and Canada) and using access code 891844.

Lionsgate is the leading independent filmed entertainment studio, winning the 2006 Best Picture Academy Award ^® for Crash, and the Company is a premier producer and distributor of motion pictures, television programming, home entertainment, family entertainment and video-on-demand content. Its prestigious and prolific library of nearly 12,000 motion picture titles and television episodes is a valuable source of recurring revenue and a foundation for the growth of the Company’s core businesses. The Lionsgate brand is synonymous with original, daring, quality entertainment in markets around the globe.

www.lionsgate.com

* * * * *

For further information, contact:

Peter D. Wilkes
Lionsgate
310-255-3726
pwilkes@lionsgate.com

Kelli Easterling
Lionsgate
310-255-4929
keasterling@lionsgate.com

The matters discussed in this press release include forward-looking statements, including those regarding the timing of our upcoming film slate, the expansion of our television business and the success of our fiscal 2008. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including the substantial investment of capital required to produce and market films and television series, increased costs for producing and marketing feature films, budget overruns, limitations imposed by our credit facilities, unpredictability of the commercial success of our motion pictures and television programming, the cost of defending our intellectual property, difficulties in integrating acquired businesses, technological changes and other trends affecting the entertainment industry, and the risk factors as set forth in Lionsgate’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2007, and Lionsgate’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on May 30, 2007. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances.

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			March 31,
	2007			2007
	(Unaudited)
	(Amounts in thousands,
	except share amounts)
ASSETS
Cash and cash equivalents	$	158,865		$	51,497
Restricted cash		12,363			4,915
Investments — auction rate securities		30,000			237,379
Investments — equity securities		104			125
Accounts receivable, net of reserve for video returns and allowances of $70,017 (March 31, 2007 - $77,691) and provision for doubtful accounts of $5,757 (March 31, 2007 - $6,345)		209,457			130,496
Investment in films and television programs		633,024			493,140
Property and equipment		14,120			13,095
Goodwill		224,567			187,491
Other assets		52,725			18,957
	$	1,335,225		$	1,137,095
LIABILITIES
Accounts payable and accrued liabilities	$	253,368		$	155,617
Participation and residuals		293,622			171,156
Film obligations		211,652			167,884
Subordinated notes and other financing obligations		328,718			325,000
Deferred revenue		92,283			69,548
		1,179,643			889,205
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Common shares, no par value, 500,000,000 shares authorized, 120,317,891 and 116,970,280 shares issued and outstanding at September 30, 2007 and March 31, 2007, respectively		423,841			398,836
Series B preferred shares (10 shares issued and outstanding)		—			—
Accumulated deficit		(258,983	)		(149,651	)
Accumulated other comprehensive income (loss)		1,460			(1,295	)
		166,318			247,890
Treasury shares, no par value, 1,169,835 shares at September 30, 2007		(10,736	)		—
		155,582			247,890
	$	1,335,225		$	1,137,095

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	September 30,			September 30,			September 30,			September 30,
	2007			2006			2007			2006
	(Amounts in thousands, except
	per share amounts)
Revenues	$	343,505		$	218,169		$	542,247		$	390,625
Expenses:
Direct operating		182,487			94,723			269,545			163,268
Distribution and marketing		189,012			113,345			324,513			200,391
General and administration		25,869			21,727			52,709			40,960
Depreciation		989			581			1,897			1,125
Total expenses		398,357			230,376			648,664			405,744
Operating loss		(54,852	)		(12,207	)		(106,417	)		(15,119	)
Other expenses (income):
Interest expense		4,213			4,904			8,073			9,580
Interest and other income		(2,646	)		(2,286	)		(6,449	)		(4,847	)
Gain on sale on equity securities		(2,785	)		—			(2,785	)		—
Total other expenses (income), net		(1,218	)		2,618			(1,161	)		4,733
Loss before equity interests and income taxes		(53,634	)		(14,825	)		(105,256	)		(19,852	)
Equity interests loss		(1,187	)		(435	)		(1,994	)		(377	)
Loss before income taxes		(54,821	)		(15,260	)		(107,250	)		(20,229	)
Income tax provision (benefit)		1,393			(868	)		2,082			(2,233	)
Net loss	$	(56,214	)	$	(14,392	)	$	(109,332	)	$	(17,996	)
Basic and Diluted Net Loss Per Common Share	$	(0.47	)	$	(0.14	)	$	(0.93	)	$	(0.17	)

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months			Six Months
	Ended			Ended
	September 30,			September 30,
	2007			2006
	(Amounts in thousands)
Operating Activities:
Net loss	$	(109,332	)	$	(17,996	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation of property and equipment		1,897			1,125
Amortization of deferred financing costs		1,771			1,957
Amortization of films and television programs		175,619			81,998
Amortization of intangible assets		325			488
Non-cash stock-based compensation		6,677			2,490
Gain on sale of equity securities		(2,711	)		—
Equity interests loss		1,994			377
Changes in operating assets and liabilities:
Restricted cash		359			(1,724	)
Accounts receivable, net		(81,272	)		99,804
Investment in films and television programs		(247,216	)		(164,071	)
Other assets		(2,736	)		5,543
Accounts payable and accrued liabilities		69,164			(34,039	)
Unpresented bank drafts		—			(14,772	)
Participation and residuals		115,726			(16,075	)
Film obligations		(6,846	)		43,361
Deferred revenue		18,028			22,316
Net Cash Flows Provided By (Used In) Operating Activities		(58,553	)		10,782
Investing Activities:
Purchases of investments — auction rate securities		(207,266	)		(296,043	)
Proceeds from the sale of investments — auction rate securities		414,641			316,375
Purchases of investments — equity securities		(4,672	)		—
Proceeds from the sale of investments — equity securities		23,782			—
Acquisition of Mandate, net of unrestricted cash acquired		(40,850	)		—
Acquisition of Debmar, net of unrestricted cash acquired		—			(24,112	)
Investment in equity method investees		(6,465	)		—
Loan to equity method investee		(3,059	)		—
Purchases of property and equipment		(2,385	)		(3,537	)
Net Cash Flows Provided By (Used In) Investing Activities		173,726			(7,317	)
Financing Activities:
Exercise of stock options		745			2,429
Repurchases of common shares		(10,736	)		—
Borrowings under financing arrangements		3,718			—
Net Cash Flows Provided By (Used In) Financing Activities		(6,273	)		2,429
Net Change In Cash And Cash Equivalents		108,900			5,894
Foreign Exchange Effects on Cash		(1,532	)		(110	)
Cash and Cash Equivalents — Beginning Of Period		51,497			46,978
Cash and Cash Equivalents — End Of Period	$	158,865		$	52,762

LIONS GATE ENTERTAINMENT CORP.

RECONCILIATION OF NET CASH FLOWS USED IN
OPERATING ACTIVITIES TO FREE CASH FLOW

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
	(Amounts in thousands)
Net Cash Flows Provided By (Used In) Operating Activities	$	21,818		$	25,806		$	(58,553	)	$	10,782
Purchases of property and equipment		(368	)		(1,706	)		(2,385	)		(3,537	)
Decrease in Unpresented Bank Drafts		—			—			—			14,772
Free Cash Flow, as defined	$	21,450		$	24,100		$	(60,938	)	$	22,017

Free cash flow is defined as net cash flows provided by or used in operating activities less purchases of property and equipment and unpresented bank drafts. Unpresented bank drafts represent checks issued and not yet presented for payment in excess of the cash balances at custodial banks. The applicable bank accounts are funded at the time the checks are presented for payment.

Free cash flow is a non-GAAP financial measure as defined in Regulation G promulgated by the Securities and Exchange Commission. This non-GAAP financial measure is in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with Generally Accepted Accounting Principles.

Management believes this non-GAAP measure provides useful information to investors regarding cash that our operating businesses generate before taking into account cash movements that are non-operational. Free cash flow is a non-GAAP financial measure commonly used in the entertainment industry and by financial analysts and others who follow the industry. Not all companies calculate free cash flow in the same manner and the measure as presented may not be comparable to similarly titled measures presented by other companies.