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): February 11, 2008

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 February 11, 2008, we issued a press release announcing our results of operations for the third 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 $6.4 million for the quarter ended December 31, 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 provided by operating activities were approximately $6.7 million for the quarter ended December 31, 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 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 February 11, 2008

2

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: February 11, 2008	LIONS GATE ENTERTAINMENT CORP.
	/s/ James Keegan
	James Keegan
	Chief Financial Officer

3

EX-99.1

EXHIBIT 99.1

LIONSGATE REPORTS REVENUES OF $290.9 MILLION AND NET PROFIT OF
$2.0 MILLION FOR THIRD QUARTER OF FISCAL 2008

Company Reports Best Third Quarter Revenue In Its History

Santa Monica, CA, and Vancouver, BC, February 11, 2008 -— Lionsgate (NYSE: LGF), the leading independent filmed entertainment studio, continued its growth momentum, reporting revenues of $290.9 million and net income of $2.0 million for its fiscal quarter ended December 31, 2007, the Company announced today. The Company noted that revenue growth of 14% from the prior year third quarter was driven by strong theatrical box office, international revenue growth and continued strength in television production revenues. The Company achieved its best revenue performance ever for a fiscal third quarter.

Lionsgate reported net income for the three months ended December 31, 2007, of $2.0 million. Diluted net income per common share was $0.02 on 120.3 million adjusted weighted average common shares outstanding.

“Our theatrical, television, home entertainment, library, international and digital businesses all achieved continued solid performance in the quarter,” said Lionsgate Co-Chairman and Chief Executive Officer Jon Feltheimer. “With an anticipated record-breaking revenue and free cash flow quarter ending March 31, we are on track to meet our full year guidance.”

The Company reported that its filmed entertainment backlog grew to a record $416.6 million in the quarter, fueled in part by numerous box office hits ready for exhibition in pay television. Filmed entertainment backlog represents the amount of future revenue not yet recorded from the licensing of films and television product for television exhibition and in international markets.

Overall motion picture revenue for the quarter was $254.1 million. Lionsgate had two hit theatrical releases in the quarter, Saw IV and Tyler Perry’s Why Did I Get Married?, and the Company has now had seven hit releases in a row — The Eye, Rambo, Saw IV, Why Did I Get Married?, 3:10 To Yuma, Good Luck, Chuck and War.

Lionsgate’s home entertainment revenue was $105.1 million in the third quarter, reflecting strong sales of Bratz, Skinwalkers and Captivity and continued sales of Delta Farce, Saw III and The Condemned. After the close of the quarter, Lionsgate had the best DVD month in its history in January 2008 as War, 3:10 To Yuma, Good Luck, Chuck and Saw IV all debuted at #1 or #2 on the North American DVD and BluRay charts.

Television revenue included in the motion picture segment was $28.9 million in the third quarter, led by titles such as Crash, Daddy’s Little Girls, Happily N’Ever After and Pride.

Lionsgate also had the strongest international revenue quarter in its history, reporting $53.8 million in international revenue in the third quarter from such titles as Saw IV, Saw III, Good Luck, Chuck, War, Catacombs, the special edition DVD release of Dirty Dancing by Lionsgate U.K. and Mandate International’s 30 Days of Night. Lionsgate U.K. contributed $22.4 million in revenue in the quarter.

Television production revenue was $36.8 million in the third quarter, driven by deliveries of episodes of Golden Globe (R)-winning drama series Mad Men (AMC), Weeds Season 3 (Showtime) and Wildfire Season 4 (ABC Family), and domestic series licensing of Tyler Perry’s House of Payne, South Park and Family Feud from the Company’s Debmar-Mercury syndication arm.

Lionsgate senior management will hold its analyst and investor conference call to discuss its fiscal 2008 third quarter financial results at 9:00 A.M. ET/6:00 A.M. PT, Tuesday, February 12, 2008. Interested parties may participate live in the conference call by calling 1-888-639-6205 (1-703-925-2608 outside the U.S. and Canada). A full digital replay will be available from Tuesday afternoon, February 12, through Tuesday, February 19, by dialing 1-800-475-6701 (1-320-365-3844 outside the U.S. and Canada) and using access code 907460.

Lionsgate is the leading independent filmed entertainment studio and is a premier producer and distributor of motion pictures, television programming, home entertainment, family entertainment, video-on-demand and digitally delivered 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 <blocked::mailto: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 and subsequent years. 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 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

	December 31,			March 31,
	2007			2007
	(Unaudited)
	(Amounts in thousands,
	except share amounts)
ASSETS
Cash and cash equivalents	$	182,654		$	51,497
Restricted cash		32,396			4,915
Investments — auction rate securities		—			237,379
Investments — equity securities		—			125
Accounts receivable, net of reserve for video returns and allowances of $69,978 (March 31, 2007 - $77,691) and provision for doubtful accounts of $5,448 (March 31, 2007 - $6,345)		163,376			130,496
Investment in films and television programs		710,680			493,140
Property and equipment		13,877			13,095
Goodwill		227,063			187,491
Other assets		50,831			18,957
	$	1,380,877		$	1,137,095
LIABILITIES
Accounts payable and accrued liabilities	$	224,933		$	155,617
Participation and residuals		286,494			171,156
Film obligations		269,375			167,884
Subordinated notes and other financing obligations		328,718			325,000
Deferred revenue		120,841			69,548
		1,230,361			889,205
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Common shares, no par value, 500,000,000 shares authorized, 120,401,688 and 116,970,280 shares issued at December 31, 2007 and March 31, 2007, respectively		427,069			398,836
Series B preferred shares (10 shares issued and outstanding)		—			—
Accumulated deficit		(257,025	)		(149,651	)
Accumulated other comprehensive income (loss)		809			(1,295	)
		170,853			247,890
Treasury shares, no par value, 2,196,899 shares at December 31, 2007		(20,337	)		—
		150,516			247,890
	$	1,380,877		$	1,137,095

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	December 31,			December 31,			December 31,			December 31,
	2007			2006			2007			2006
	(Amounts in thousands, except
	per share amounts)
Revenues	$	290,866		$	254,531		$	833,113		$	645,156
Expenses:
Direct operating		137,381			110,921			406,926			274,189
Distribution and marketing		120,429			95,803			444,942			296,194
General and administration		27,093			23,347			79,802			64,307
Depreciation		933			824			2,830			1,949
Total expenses		285,836			230,895			934,500			636,639
Operating income (loss)		5,030			23,636			(101,387	)		8,517
Other expenses (income):
Interest expense		4,090			4,601			12,163			14,181
Interest and other income		(2,511	)		(2,906	)		(8,960	)		(7,753	)
Gain on sale of equity securities		(83	)		—			(2,868	)		—
Total other income, net		1,496			1,695			335			6,428
Income (loss) before equity interests and income taxes		3,534			21,941			(101,722	)		2,089
Equity interests loss		(1,248	)		(425	)		(3,242	)		(802	)
Income (loss) before income taxes		2,286			21,516			(104,964	)		1,287
Income tax provision (benefit)		328			1,061			2,410			(1,172	)
Net income (loss)	$	1,958		$	20,455		$	(107,374	)	$	2,459
Basic Net Income (Loss) Per Common Share	$	0.02		$	0.19		$	(0.91	)	$	0.02
Diluted Net Income (Loss) Per Common Share	$	0.02		$	0.17		$	(0.91	)	$	0.02

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			Treasury Shares
	Number		Amount			Number		Amount		Units			Compensation			Deficit			(Loss)			Income (Loss)			Number			Amount			Total
	(Amounts in thousands, except share amounts)
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		1,297,144		4,277																												4,277
Stock based compensation, net of share units withholding tax obligations of $504		113,695		6,517																												6,517
Issuance of common shares to directors for services		25,568		238																												238
Conversion of 4.875% notes, net of unamortized issuance costs		11,111,108		57,887																												57,887
Comprehensive income (loss)
Net income																	27,479		$	27,479												27,479
Foreign currency translation adjustments																				1,876			1,876									1,876
Net unrealized gain on foreign exchange contracts																				259			259									259
Unrealized gain on investments — available for sale																				87			87									87
Comprehensive income																			$	29,701												—
Balance at March 31, 2007		116,970,280		398,836			10		—		—			—			(149,651	)					(1,295	)		—			—			247,890
Exercise of stock options		933,855		(2,879	)																											(2,879	)
Stock based compensation, net of share units withholding tax obligations of $980		486,457		9,084																												9,084
Issuance of common shares to directors for services		25,970		277																												277
Issuance of common shares for investment in NextPoint, Inc		1,890,189		20,851																												20,851
Issuance of common shares related to the Redbus acquisition		94,937		900																												900
Repurchase of common shares, no par value																										(2,196,899	)		(20,337	)		(20,337	)
Comprehensive loss
Net loss																	(107,374	)	$	(107,374	)											(107,374	)
Foreign currency translation adjustments																				2,322			2,322									2,322
Net unrealized loss on foreign exchange contracts																				(218	)		(218	)								(218	)
Comprehensive loss																			$	(105,270	)
Balance at December 31, 2007		120,401,688	$	427,069			10	$	—	$	—		$	—		$	(257,025	)				$	809			(2,196,899	)	$	(20,337	)	$	150,516

LIONS GATE ENTERTAINMENT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months			Nine Months
	Ended			Ended
	December 31,			December 31,
	2007			2006
	(Amounts in thousands)
Operating Activities:
Net income (loss)	$	(107,374	)	$	2,459
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation of property and equipment		2,830			1,949
Amortization of deferred financing costs		2,659			2,915
Amortization of films and television programs		252,907			142,982
Amortization of intangible assets		698			702
Non-cash stock-based compensation		10,207			4,795
Gain on sale of equity securities		(2,794	)		—
Equity interests loss		3,242			802
Changes in operating assets and liabilities:
Restricted cash		(19,674	)		(9,150	)
Accounts receivable, net		(32,704	)		76,829
Investment in films and television programs		(397,844	)		(246,567	)
Other assets		(5,882	)		5,079
Accounts payable and accrued liabilities		41,111			(23,733	)
Unpresented bank drafts		—			(14,772	)
Participation and residuals		110,397			1,048
Film obligations		50,790			70,134
Deferred revenue		39,568			50,233
Net Cash Flows Provided By (Used In) Operating Activities		(51,863	)		65,705
Investing Activities:
Purchases of investments — auction rate securities		(207,262	)		(575,789	)
Proceeds from the sale of investments — auction rate securities		444,641			536,226
Purchases of investments — equity securities		(4,765	)		—
Proceeds from the sale of investments — equity securities		24,035			—
Acquisition of Mandate, net of unrestricted cash acquired		(41,205	)		—
Loan to Mandate — preacquisition		(2,895	)		—
Acquisition of Maple, net of unrestricted cash acquired		1,737			—
Acquisition of Debmar, net of unrestricted cash acquired		—			(24,137	)
Investment in equity method investees		(6,464	)		(5,000	)
Loan to equity method investee		(3,000	)		—
Purchases of property and equipment		(2,718	)		(7,737	)
Net Cash Flows Provided By (Used In) Investing Activities		202,104			(76,437	)
Financing Activities:
Exercise of stock options		864			3,280
Amounts paid to satisfy tax withholding requirements on options exercised		(4,723	)		—
Repurchases of common shares		(20,337	)		—
Borrowings under financing arrangements		3,718			—
Net Cash Flows Provided By (Used In) Financing Activities		(20,478	)		3,280
Net Change In Cash And Cash Equivalents		129,763			(7,452	)
Foreign Exchange Effects on Cash		1,394			(53	)
Cash and Cash Equivalents — Beginning Of Period		51,497			46,978
Cash and Cash Equivalents — End Of Period	$	182,654		$	39,473

LIONS GATE ENTERTAINMENT CORP.

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

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
	(Amounts in thousands)
Net Cash Flows Provided By (Used In) Operating Activities	$	6,690		$	54,923		$	(51,863	)	$	65,705
Purchases of property and equipment		(333	)		(4,200	)		(2,718	)		(7,737	)
Decrease in Unpresented Bank Drafts		—			—			—			14,772
Free Cash Flow, as defined	$	6,357		$	50,723		$	(54,581	)	$	72,740

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.