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): August 9, 2006

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: (604) 721-0719

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:

¨ Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

TABLE OF CONTENTS

	Item 2.02	Results of Operations and Financial Condition
	Item 9.01	Financial Statements and Exhibits
SIGNATURES
Exhibit 99.1

Item 2.02 Results of Operations and Financial Condition

     On August 9, 2006, we issued a press release setting forth our results for the quarter ended June 30, 2006. A copy of the press release is furnished herewith as Exhibit 99.1.

     In our press release, we disclosed free cash flow of approximately negative $2.1 million for the quarter ended June 30, 2006. 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 $15.0 million for the quarter ended June 30, 2006. 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 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. 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

     99.1 Press release.

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: August 9, 2006
	By:	/s/ James Keegan
		Name:	James Keegan
		Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

LIONSGATE REPORTS PRETAX LOSS OF $5.0 MILLION
FOR FIRST QUARTER OF FISCAL 2007 COMPARED TO
PRETAX LOSS OF $21.7 MILLION IN PRIOR YEAR
QUARTER

First Quarter Revenue of $172.5 Million Declines 11% From
Prior Year, Primarily Reflecting Timing of Television Deliveries

SANTA MONICA, CA, and VANCOUVER, BC, August 9, 2006 — Lionsgate (NYSE: LGF), the leading independent filmed entertainment studio, reported revenues of $172.5 million, free cash flow of negative $2.1 million and a pretax loss of $5.0 million for its fiscal 2007 first quarter ended June 30, 2006, the Company announced today.

Lionsgate reported a basic loss per common share of $0.03 on 103.3 million weighted average common shares outstanding compared to a basic loss per common share of $0.21 on 101.9 million weighted average common shares outstanding in the prior year quarter.

“We are continuing to grow the business in line with our expectations,” said Lionsgate Chief Executive Officer Jon Feltheimer. “As expected, our first quarter reflects lower revenues due to the timing of television deliveries compared to the prior-year quarter. However, with the heart of our film slate upcoming and expansion of our television business to 11 prime time series, which are slated to air in subsequent quarters, we are well positioned for a very successful year in fiscal 2007.”

Feltheimer noted that Lionsgate’s recent acquisition of the Debmar-Mercury syndication company, a distribution deal for the Studio Canal library and a deal to continue distribution of most of the Republic library reflect several of the Company’s recent growth initiatives, all of which were completed or announced shortly after the close of the quarter.

The Company also noted that its filmed entertainment backlog during the first quarter increased to $240.5 million, its highest level ever, reflecting future revenue not yet recorded from contracts.

Theatrical revenue of $18.5 million during the quarter decreased 17% compared to $22.3 in the prior year quarter, with only two wide releases, Akeelah And The Bee and See No Evil, in the period. Larry The Cable Guy and the Company’s first Spanish-language feature film, La Mujer De Mi Hermano, also contributed to the quarter’s revenue.

Lionsgate’s home video revenue continued its strong growth. First quarter video revenue grew to $114.8 million, an increase of 18% compared to $97.4 million in the prior year quarter. Significant revenue drivers included the strong sales of Madea’s Family Reunion and two other DVDs from the Tyler Perry catalogue, Madea Goes To Jail and Why Did I Get Married, as well as the Academy Award ^® -winning Crash, Barbie Diaries, and additional revenue from such fiscal 2006 fourth quarter video releases as Lord of War, Waiting and Saw II.

International revenue of $15.5 million in the first quarter increased 55% compared to $10.0 million in the prior year quarter, reflecting international sales of Saw II, Hard Candy and Fierce People as well as revenues from several titles released by Lionsgate U.K., which was formed by the October 2005 acquisition of Redbus Film Distributors.

Television revenues included in the motion picture segment were $14.8 million, a 9% decrease compared to $16.3 million in the prior year quarter. The Devil’s Rejects and Crash were the principal revenue drivers.

Television production revenue of $7.3 million in the first quarter decreased 84% compared to $45.9 million in the prior year quarter due to timing of the deliveries of Lionsgate’s television programming. Lionsgate’s television business has grown to include 11 prime time series on nine networks slated to air in fiscal 2007, including The Dead Zone (USA), Weeds (Showtime), Wildfire (ABC Family), Lovespring International (Lifetime), Hidden Palms (CW), The Dresden Files (Sci-Fi Network), Motel Man (Sci-Fi), I Pity The Fool (TV Land), Dirty Dancing: The Ultimate Reality (WE), and two recent additions, White Boyz N The Hood (Showtime) and Mad Men (AMC). Revenues from these series will be reflected in subsequent fiscal quarters, and the Company reaffirmed its television revenue guidance of at least $140 million for the fiscal year.

Lionsgate senior management will hold its analyst and investor conference call to discuss its fiscal 2007 first quarter financial results at 4:30 P.M. ET/1:30 P.M. PT today, Wednesday, August 9, 2006. Interested parties may participate live in the conference call by calling 1-800-230-1096 (1-612-288-0318 outside the U.S. and Canada). A full digital replay will be available from Wednesday evening, August 9, through Thursday, August 17, by dialing 1-800-475-6701 (1-320-365-3844 outside the U.S. and Canada) and using access code # 837968.

Lionsgate is the leading independent filmed entertainment studio, winning this year’s 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 more than 7,800 titles 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

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, the success of our fiscal 2007, and the timing of revenues expected from our upcoming television series. 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 Form 10-K filed with the Securities and Exchange Commission on June 14, 2006. 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

This press release, and the accompanying tables, include both financial measures in accordance with accounting principles generally accepted in the United States of America, or GAAP, as well as non-GAAP financial measures. The tables attached to this press release include reconciliations of non-GAAP financial measures to GAAP financial measures.

LIONS GATE ENTERTAINMENT CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			March 31,
	2006			2006
	(Unaudited)
	(Amounts in thousands,
	except share amounts)
ASSETS
Cash and cash equivalents	$	54,858		$	46,978
Restricted cash		736			820
Investments — auction rate securities		142,107			167,081
Investments — equity securities		14,556			14,921
Accounts receivable, net of reserve for video returns and allowances of $72,740 (March 31, 2006 - $73,366) and provision for doubtful accounts of $8,692 (March 31, 2006 - $10,934)		90,801			182,659
Investment in films and television programs		445,888			417,750
Property and equipment		8,509			7,218
Goodwill		185,517			185,117
Other assets		25,534			30,705
	$	968,506		$	1,053,249
LIABILITIES
Accounts payable and accrued liabilities	$	121,113		$	188,793
Unpresented bank drafts		—			14,772
Film obligations		275,405			284,987
Subordinated notes		385,000			385,000
Deferred revenue		38,789			30,427
		820,307			903,979
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Common shares, no par value, 500,000,000 shares authorized, 104,632,164 at June 30, 2006 and 104,422,765 at March 31, 2006 shares issued and outstanding		331,246			328,771
Series B preferred shares (10 shares issued and outstanding)		—			—
Restricted share units		—			5,178
Unearned compensation		—			(4,032	)
Accumulated deficit		(180,734	)		(177,130	)
Accumulated other comprehensive loss		(2,313	)		(3,517	)
		148,199			149,270
	$	968,506		$	1,053,249

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three			Three
	Months			Months
	Ended			Ended
	June 30,			June 30,
	2006			2005
	(Amounts in thousands,
	except per share amounts)
Revenues	$	172,456		$	194,229
Expenses:
Direct operating		68,545			100,264
Distribution and marketing		87,046			93,481
General and administration		19,233			17,329
Depreciation		544			748
Total expenses		175,368			211,822
Operating Loss		(2,912	)		(17,593	)
Other Expense (Income):
Interest expense		4,676			4,884
Interest rate swaps mark-to-market		—			337
Interest income		(2,561	)		(1,065	)
Total other expenses		2,115			4,156
Loss Before Equity Interests and Income Taxes		(5,027	)		(21,749	)
Equity interests		58			—
Loss Before Income Taxes		(4,969	)		(21,749	)
Income tax provision (benefit)		(1,365	)		70
Netloss	$	(3,604	)	$	(21,819	)
Basic and Diluted Loss Per Common Share	$	(0.03	)	$	(0.21	)

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

																						Accumulated
					Series B				Restricted										Comprehensive			Other
	Common Shares				Preferred Shares				Share			Unearned				Accumulated			Income			Comprehensive
	Number		Amount		Number		Amount		Units			Compensation				Deficit			(Loss)			Loss			Total
							(Amounts in thousands, except share amounts)
Balance at March 31, 2005		101,843,708	$	305,662		10	$	—	$	—			$	—		$	(183,226	)				$	(5,297	)	$	117,139
Exercise of stock options		361,310		1,408																						1,408
Issuance to directors for services		20,408		203																						203
Impact of previously modified stock options		—		27																						27
Issuance of common shares in connection with acquisition of film assets		399,042		3,775																						3,775
Issuance of common shares in connection with acquisition of common shares of Image Entertainment		1,104,004		11,537																						11,537
Issuance of common shares in connection with acquisition of Redbus		643,460		5,643																						5,643
Issuance of restricted share units										5,694				(5,694	)											—
Amortization of restricted share units														1,662												1,662
Vesting of restricted share units		50,833		516						(516	)															—
Comprehensive income (loss)
Net income																	6,096			6,096						6,096
Foreign currency translation adjustments																				2,223			2,223			2,223
Net unrealized loss on foreign exchange contracts																				(356	)		(356	)		(356	)
Unrealized loss on investments — available for sale																				(87	)		(87	)		(87	)
Comprehensive income																			$	7,876
Balance at March 31, 2006		104,422,765		328,771		10	$	—		5,178			$	(4,032	)	$	(177,130	)				$	(3,517	)	$	149,270
Reclassification of unearned compensation and restricted share common units upon adoption of SFAS No. 123(R )				1,146						(5,178	)			4,032												—
Exercise of stock options		123,633		355																						355
Vesting of restricted share units		85,766																								—
Stock based compensation				974																						974
Comprehensive income (loss)
Net loss																	(3,604	)		(3,604	)					(3,604	)
Foreign currency translation adjustments																				1,550			1,550			1,550
Net unrealized gain on foreign exchange contracts																				17			17			17
Unrealized loss on investments — available for sale																				(363	)		(363	)		(363	)
Comprehensive loss																			$	(2,400	)					—
Balance at June 30, 2006		104,632,164	$	331,246		10	$	—		—			$	—		$	(180,734	)				$	(2,313	)	$	148,199

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months			Three Months
	Ended			Ended
	June 30,			June 30,
	2006			2005
	(Amounts in thousands)
Operating Activities:
Net loss	$	(3,604	)	$	(21,819	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation of property and equipment		544			748
Amortization of deferred financing costs		975			898
Amortization of films and television programs		33,193			65,376
Amortization of intangible assets		244			548
Non-cash stock-based compensation		974			89
Interest rate swaps mark-to-market		—			337
Equity interests		(58	)		—
Changes in operating assets and liabilities:
Decrease in restricted cash		84			1,945
Accounts receivable, net		93,013			40,774
Increase in investment in films and television programs		(60,439	)		(69,195	)
Other assets		4,717			(140	)
Accounts payable and accrued liabilities		(68,278	)		(588	)
Unpresented bank drafts		(14,772	)		9,702
Film obligations		(9,936	)		15,247
Deferred revenue		8,319			(13,755	)
Net Cash Flows Provided By (Used In) Operating Activities		(15,024	)		30,167
Investing Activities:
Purchases of investments — auction rate securities		(165,620	)		—
Sales of investments — auction rate securities		190,594			—
Cash received from sale of investment		—			2,011
Purchases of property and equipment		(1,831	)		(629	)
Net Cash Flows Provided By Investing Activities		23,143			1,382
Financing Activities:
Issuance of common shares		353			61
Repayment of subordinated notes		—			(5,000	)
Repayment of mortgages payable		—			(285	)
Net Cash Flows Provided By (Used In) Financing Activities		353			(5,224	)
Net Change In Cash And Cash Equivalents		8,472			26,325
Foreign Exchange Effects on Cash		(592	)		(892	)
Cash and Cash Equivalents — Beginning Of Period		46,978			112,839
Cash and Cash Equivalents — End Of Period	$	54,858		$	138,272

LIONS GATE ENTERTAINMENT CORP.

RECONCILIATION OF NET CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES TO FREE CASH FLOW

	Three Months Ended
	June 30,
	2006			2005
	(Amounts in thousands)
Net Cash Flows Provided By (Used In) Operating Activities	$	(15,024	)	$	30,167
Purchases of property and equipment		(1,831	)		(629	)
Decrease (Increase) in Unpresented Bank Drafts		14,772			(9,702	)
Free Cash Flow, as defined	$	(2,083	)	$	19,836

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.