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Form 8-K DreamWorks Animation For: Oct 29

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October 29, 2014 4:14 PM EDT


�

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): October 29, 2014
___________________________
DreamWorks Animation SKG, Inc.
(Exact name of registrant as specified in its charter)
___________________________
�
�
�
�
�
Delaware
�
001-32337
�
68-0589190
(State or other jurisdiction
of incorporation)
�
(Commission File Number)
�
(IRS Employer
Identification No.)
�
�
�
�
�
1000 Flower Street, Glendale, California
�
91201
(Address of principal executive offices)
�
(Zip Code)
Registrant's telephone number, including area code: (818)�695-5000
___________________________
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 October 29, 2014, DreamWorks Animation SKG, Inc. (the "Company") issued an earnings release announcing its results for the quarter ended September 30, 2014, which is furnished as Exhibit�99.1 hereto. In its press release, the Company makes reference to Adjusted EBITDA, which is a non-GAAP financial measure as defined in Regulation G promulgated by the Securities and Exchange Commission. A reconciliation of Adjusted EBITDA to the nearest comparable GAAP financial measure is included in the press release.

This information shall not be deemed filed for purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.

ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
(d)
�
Exhibits:
�
�
�
Exhibit No.
�
Description
99.1
�
Earnings release issued by DreamWorks Animation SKG, Inc. on October 29, 2014.
�
�
�





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.
�
�
�
�
�
�
DreamWorks Animation SKG, Inc.
�
�
Date: October 29, 2014
By:��
��/s/ Andrew Chang
�
�
�
Andrew Chang
�
�
�
General Counsel
�
�





EXHIBIT INDEX
�
�
�
Exhibit No.
�
Description
99.1
�
Earnings release issued by DreamWorks Animation SKG, Inc. on October 29, 2014.





Exhibit 99.1


DREAMWORKS ANIMATION REPORTS
THIRD QUARTER 2014 FINANCIAL RESULTS
Quarterly Revenue and Earnings Up 17% Year-Over-Year
On Strength Of How To Train Your Dragon 2
________________________________________________________________________

Glendale, California - October 29, 2014 - DreamWorks Animation SKG, Inc. (Nasdaq: DWA) today announced financial results for its third quarter ended September 30, 2014. For the quarter, the Company reported total revenue of $180.9 million and net income attributable to the Company of $11.9 million, or $0.14 per diluted share. This compares to revenue of $154.5 million and net income attributable to the Company of $10.1 million, or $0.12 per diluted share in the third quarter of 2013.

The third quarter of 2014 was strong for DreamWorks Animation, with both quarterly revenue and earnings per share up 17% in a year-over-year comparison, commented Jeffrey Katzenberg, Chief Executive Officer of DreamWorks Animation. Driving the Companys third quarter results is the blockbuster performance of How to Train Your Dragon 2, which has reached over $615 million at the worldwide box office to become the highest-grossing animated film of the year.

The feature film segment contributed revenue of $142.4 million and segment gross profit of $64.3 million to the third quarter.

How to Train Your Dragon 2 contributed feature film revenue of $74.2 million to the third quarter, primarily from its continued performance at the worldwide box office.

Turbo, The Croods and Rise of the Guardians contributed feature film revenue of $12.7 million, $1.8 million and $3.5 million, respectively, to the third quarter and reached an estimated 5.3 million, 7.8 million and 5.8 million home entertainment units sold worldwide, respectively, through the end of the third quarter, net of actual and estimated future returns.

Library titles contributed feature film revenue of $50.2 million to the third quarter.

The Television segment contributed revenue of $14.3 million and segment gross profit of $2.3 million to the third quarter, primarily from Classic Media content, the Turbo F.A.S.T. series and DreamWorks Dragons: Riders of Berk on Cartoon Network.

The Consumer Products segment contributed revenue of $12.1 million and segment gross profit of $4.2 million to the third quarter.

The segment consisting of all other items contributed revenue of $12.1 million and segment gross profit of $1.2 million to the third quarter, primarily from AwesomenessTV. The Company reduced the estimated fair value of the contingent consideration related to its prior acquisition of AwesomenessTV resulting in a $4.9 million pre-tax gain in the third quarter.

Due to the Companys continued focus on diversification and growth in the variety of business lines in which it now operates, it is now presenting all selling and marketing expenses as a single line item on its statements of operations. Certain selling and marketing expenses previously captured in costs of revenue and selling, general and administrative expenses will now be recorded in the selling and marketing expense line item.

Costs of revenue for the third quarter equaled $103.7 million. Selling and marketing expenses totaled $8.8 million for the third quarter. General and administrative expenses totaled $55.0 million.

The Companys income tax expense for the third quarter was approximately $2.6 million. The Companys combined effective tax rate, its actual tax rate coupled with the effect of a tax sharing agreement with a former stockholder, was approximately 30% for the third quarter.





The Companys fourth quarter 2014 results are expected to be driven primarily by its feature film segment, including results from the theatrical release of Penguins of Madagascar and the home entertainment release of How to Train Your Dragon 2.
�
Items related to the earnings press release for the third quarter of 2014 will be discussed in more detail on the Companys earnings conference call later today.

Conference Call Information
DreamWorks Animation will host a conference call and webcast to discuss the results on Wednesday, October 29, 2014, at�4:30 p.m. (ET). Investors can access the call by dialing
(800) 230-1085 in the U.S. and (612) 332-0107 internationally and identifying "DreamWorks Animation Earnings" to the operator. The call will also be available via live webcast at�ir.dreamworksanimation.com.�

A replay of the conference call will be available shortly after the call ends on�Wednesday, October 29, 2014. To access the replay, dial (800) 475-6701 in the U.S. and (320) 365-3844 internationally and enter 336661 as the conference ID number. Both the earnings release and archived webcast will be available on the Company's website at ir.dreamworksanimation.com.

About DreamWorks Animation
DreamWorks Animation creates high-quality entertainment, including CG animated feature films, television specials and series and live entertainment properties, meant for audiences around the world. The Company has world-class creative talent, a strong and experienced management team and advanced filmmaking technology and techniques. DreamWorks Animation has been named one of the 100 Best Companies to Work For by FORTUNE� Magazine for five consecutive years. In 2013, DreamWorks Animation ranked #12 on the list. All of DreamWorks Animations feature films are produced in 3D. The Company has theatrically released a total of 29 animated feature films, including the franchise properties of Shrek, Madagascar, Kung Fu Panda, How to Train Your Dragon, Puss In Boots and
The Croods.


Contact:
Shannon Olivas
DreamWorks Animation Investor Relations
(818) 695-3658

dwa-e


Caution Concerning Forward-Looking Statements
This document includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Companys plans, prospects, strategies, proposals and our beliefs and expectations concerning performance of our current and future releases and anticipated talent, directors and storyline for our upcoming films and other projects, constitute forward-looking statements. These statements are based on current expectations, estimates, forecasts and projections about the industry in which we operate and management's beliefs and assumptions. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and other risks and uncertainties affecting the operation of the business of DreamWorks Animation SKG, Inc. These risks and uncertainties include: audience acceptance of our films, our dependence on the success of a limited number of releases each year, the increasing cost of producing and marketing feature films, piracy of motion pictures, the effect of rapid technological change or alternative forms of entertainment and our need to protect our proprietary technology and enhance or develop new technology. In addition, due to the uncertainties and risks involved in the development and production of animated feature projects, the release dates for the projects described in this document may be delayed. For a further list and description of such risks and uncertainties, see the reports filed by us with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and our most recent quarterly reports on Form 10-Q. DreamWorks Animation is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.










DREAMWORKS ANIMATION SKG, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)


�
September�30,
2014
�
December�31,
2013
�
(in thousands, except par value and share amounts)
Assets
�
�
�
Cash and cash equivalents
$
49,066

�
$
95,467

Trade accounts receivable, net of allowance for doubtful accounts
128,970

�
130,744

Receivables from distributors, net of allowance for doubtful accounts
285,722

�
283,226

Film and other inventory costs, net
1,015,198

�
943,486

Prepaid expenses
19,264

�
20,555

Other assets
49,089

�
23,385

Investments in unconsolidated entities
54,551

�
38,542

Property, plant and equipment, net of accumulated depreciation and amortization
182,047

�
186,670

Deferred taxes, net
243,332

�
221,920

Intangible assets, net of accumulated amortization
191,361

�
150,511

Goodwill
189,667

�
179,722

Total assets
$
2,408,267

�
$
2,274,228

Liabilities and Equity
�
�
�
Liabilities:
�
�
�
Accounts payable
$
8,299

�
$
5,807

Accrued liabilities
208,850

�
263,668

Payable to former stockholder
264,079

�
262,309

Deferred revenue and other advances
34,911

�
36,425

Revolving credit facility
205,000

�


Senior unsecured notes
300,000

�
300,000

Total liabilities
1,021,139

�
868,209

Commitments and contingencies


�


Equity:
�
�
�
DreamWorks Animation SKG, Inc. Stockholders' Equity:
�
�
�
Class�A common stock, par value $0.01 per share, 350,000,000 shares authorized, 104,964,269�and 104,155,993 shares issued, as of September 30, 2014 and December�31, 2013, respectively
1,050

�
1,042

Class B common stock, par value $0.01 per share, 150,000,000 shares authorized, 7,838,731 shares issued and outstanding, as of September 30, 2014 and December�31, 2013
78

�
78

Additional paid-in capital
1,131,732

�
1,100,101

Accumulated other comprehensive loss
(1,071
)
�
(600
)
Retained earnings
1,026,003

�
1,072,398

Less: Class�A Treasury common stock, at cost, 27,582,874 and 27,439,119 shares, as of September 30, 2014 and December�31, 2013, respectively
(771,660
)
�
(768,224
)
Total DreamWorks Animation SKG, Inc. stockholders' equity
1,386,132

�
1,404,795

Non-controlling interests
996

�
1,224

Total equity
1,387,128

�
1,406,019

Total liabilities and equity
$
2,408,267

�
$
2,274,228









DREAMWORKS ANIMATION SKG, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
�

�
Three Months Ended
�
Nine Months Ended
�
September�30,
�
September�30,
�
2014
�
2013
�
2014
�
2013
�
(in thousands, except per share amounts)
Revenues
$
180,861

�
$
154,549

�
$
450,379

�
$
502,633

�
�
�
�
�
�
�
�
Operating expenses (income):
�
�
�
�
�
�
�
Costs of revenues
103,719

�
86,639

�
335,734

�
293,406

Selling and marketing
8,790

�
6,935

�
28,334

�
21,128

General and administrative
54,957

�
45,869

�
153,393

�
136,206

Product development
434

�
455

�
1,585

�
2,487

Change in fair value of contingent consideration
(4,955
)
�


�
(9,675
)
�


Other operating income
(2,673
)
�
(3,333
)
�
(6,662
)
�
(6,192
)
Operating income (loss)
20,589

�
17,984

�
(52,330
)
�
55,598

�
�
�
�
�
�
�
�
Non-operating income (expense):
�
�
�
�
�
�
�
Interest (expense) income, net
(2,840
)
�
(769
)
�
(7,097
)
�
871

Other income, net
298

�
2,847

�
3,369

�
4,889

(Increase) decrease in income tax benefit payable to former stockholder
(2,384
)
�
(283
)
�
238

�
(1,352
)
Income (loss) before loss from equity method investees and income taxes
15,663

�
19,779

�
(55,820
)
�
60,006

�
�
�
�
�
�
�
�
Loss from equity method investees
1,212

�
2,781

�
7,939

�
4,110

Income (loss) before income taxes
14,451

�
16,998

�
(63,759
)
�
55,896

Provision (benefit) for income taxes
2,587

�
6,919

�
(17,279
)
�
17,455

Net income (loss)
11,864

�
10,079

�
(46,480
)
�
38,441

Less: Net (loss) income attributable to non-controlling interests
(64
)
�
15

�
(85
)
�
547

Net income (loss) attributable to DreamWorks Animation SKG, Inc.
$
11,928

�
$
10,064

�
$
(46,395
)
�
$
37,894

�
�
�
�
�
�
�
�
Net income (loss) per share of common stock attributable to DreamWorks Animation SKG, Inc.
�
�
�
�
�
�
�
Basic net income (loss) per share
$
0.14

�
$
0.12

�
$
(0.55
)
�
$
0.45

Diluted net income (loss) per share
$
0.14

�
$
0.12

�
$
(0.55
)
�
$
0.45

Shares used in computing net income (loss) per share
�
�
�
�
�
�
�
Basic
84,646

�
83,631

�
84,562

�
83,939

Diluted
85,845

�
85,353

�
84,562

�
85,041










DREAMWORKS ANIMATION SKG, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
�
�
Nine Months Ended
�
September�30,
�
2014
�
2013
�
(in thousands)
Operating activities
�
�
�
Net (loss) income
$
(46,480
)
�
$
38,441

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
�
�
�
Amortization and write-off of film and other inventory costs(1)
298,096

�
254,489

Amortization of intangible assets
10,516

�
7,341

Stock-based compensation expense
8,387

�
14,483

Amortization of deferred financing costs
865

�
182

Depreciation and amortization
3,654

�
3,420

Change in fair value of contingent consideration
(9,675
)
�


Revenue earned against deferred revenue and other advances
(43,143
)
�
(71,489
)
Income related to investment contributions
(6,662
)
�
(14,033
)
Loss from equity method investees
7,939

�
4,110

Deferred taxes, net
(19,658
)
�
15,372

Changes in operating assets and liabilities, net of the effects of acquisitions:
�
�
�
Trade accounts receivable
2,830

�
878

Receivables from distributors
(2,011
)
�
50,507

Film and other inventory costs
(354,003
)
�
(323,967
)
Intangible assets


�
1,015

Prepaid expenses and other assets
(21,145
)
�
(6,587
)
Accounts payable and accrued liabilities
(46,553
)
�
11,269

Payable to former stockholder
1,770

�
(14,645
)
Income taxes payable/receivable, net
2,510

�
3,115

Deferred revenue and other advances
72,117

�
96,538

Net cash (used in) provided by operating activities
(140,646
)
�
70,439

Investing activities
�
�
�
Investments in unconsolidated entities
(18,154
)
�
(14,720
)
Purchases of property, plant and equipment
(26,263
)
�
(26,669
)
Acquisitions of character and distribution rights
(51,000
)
�


Acquisitions, net of cash acquired
(12,605
)
�
(30,093
)
Net cash used in investing activities
(108,022
)
�
(71,482
)
Financing activities
�
�
�
Proceeds from stock option exercises
261

�


Deferred financing costs


�
(7,718
)
Purchase of treasury stock
(3,580
)
�
(28,170
)
Borrowings from revolving credit facility
215,000

�
68,000

Repayments of borrowings from revolving credit facility
(10,000
)
�
(233,000
)
Borrowings from senior unsecured notes


�
300,000

Net cash provided by financing activities
201,681

�
99,112

Effect of exchange rate changes on cash and cash equivalents
586

�
(889
)
(Decrease) increase in cash and cash equivalents
(46,401
)
�
97,180

Cash and cash equivalents at beginning of period
95,467

�
59,246

Cash and cash equivalents at end of period
$
49,066

�
$
156,426

Non-cash investing activities:
�
�
�
Contingent consideration portion of business acquisition purchase price
$


�
$
95,000

Intellectual property and technology licenses granted in exchange for equity interest
6,057

�
12,007

Services provided in exchange for equity interest
682

�
2,026

Total non-cash investing activities
$
6,739

�
$
109,033

Supplemental disclosure of cash flow information:
�
�
�
Cash paid (refunded) during the period for income taxes, net
$
70

�
$
(1,182
)
Cash paid during the period for interest, net of amounts capitalized
$
14,039

�
$


(1) Included within this amount is depreciation and amortization, interest expense and stock-based compensation previously capitalized to "Film and other inventory costs." During the nine months ended September 30, 2014 and 2013, these amounts totaled $24,574 and $24,932, respectively.





Non-GAAP Financial Measures

In connection with our issuance of the 6.875% Senior Notes due 2020 (the Notes) on August 14, 2013, we began to use Adjusted EBITDA to provide investors with a measure of our ability to make our interest payments on the Notes. We define Adjusted EBITDA as net income before provision for income taxes, loss from equity method investees, increase/decrease in income tax benefit payable to former stockholder, other income, net, interest income, net, other non-cash operating income, depreciation and amortization, stock-based compensation expense, impairments and other charges and certain components of amortization of film and other inventory costs (refer to the reconciliation below). Although the indenture governing the Notes does not include covenants based on Adjusted EBITDA, we believe our investors and noteholders use Adjusted EBITDA as one indicator of our ability to comply with our debt covenants as it is similar to the consolidated cash flow measure described in the indenture (refer to our Current Report on Form 8-K filed on August 14, 2013). Although consolidated cash flow is not a financial covenant under the indenture, it is a measure that is used to determine our ability to make certain restricted payments and incur additional indebtedness in accordance with the terms of the indenture.

Adjusted EBITDA is not prepared in accordance with U.S. GAAP. We believe the use of this non-GAAP measure on a consolidated basis assists investors in comparing our ongoing operating performance between periods. Adjusted EBITDA provides a supplemental presentation of our operating performance and generally includes adjustments for unusual or non-operational activities. We may not calculate Adjusted EBITDA in a manner consistent with the methodologies used by other companies. Adjusted EBITDA (a) does not represent our operating income or cash flows from operating activities as defined by U.S. GAAP; (b) does not include all of the adjustments used to compute consolidated cash flow for purposes of the covenants applicable to the Notes; (c) is not necessarily indicative of cash available to fund our cash flow needs; and (d) should not be considered as an alternative to net income, operating income, cash provided by operating activities or our other financial information as determined under U.S. GAAP. Our presentation of Adjusted EBITDA should not be construed as an implication that our future results will be unaffected by unusual or nonrecurring items. We believe that net income is the most directly comparable U.S. GAAP measure to Adjusted EBITDA. Accordingly, the following table presents a reconciliation of net income (or loss) to Adjusted EBITDA (in thousands):







DREAMWORKS ANIMATION SKG, INC.
ADJUSTED EBITDA RECONCILIATIONS
(Unaudited)
�
�
Three Months Ended
�
Nine Months Ended
�
September 30,
�
September 30,
�
2014
�
2013
�
2014
�
2013
�
(in thousands)
Reconciliation of Net Income (Loss) to Adjusted EBITDA:
�
�
�
�
�
�
�
Net income (loss)
$
11,864

�
$
10,079

�
$
(46,480
)
�
$
38,441

Provision (benefit) for income taxes
2,587

�
6,919

�
(17,279
)
�
17,455

Loss from equity method investees
1,212

�
2,781

�
7,939

�
4,110

Increase (decrease) in income tax benefit payable to former stockholder
2,384

�
283

�
(238
)
�
1,352

Other income, net
(298
)
�
(2,847
)
�
(3,369
)
�
(4,889
)
Interest expense, net
2,840

�
769

�
7,097

�
(871
)
Operating income (loss)
20,589

�
17,984

�
(52,330
)
�
55,598

Income related to investment contributions
(2,673
)
�
(3,333
)
�
(6,662
)
�
(14,033
)
Amounts included in amortization of film and other inventory costs(1)
10,508

�
7,555

�
24,574

�
24,932

Film impairments
2,104

�


�
59,178

�


Depreciation and amortization(2)
5,485

�
4,002

�
14,170

�
10,761

Stock-based compensation expense
(34
)
�
4,646

�
8,387

�
14,483

Adjusted EBITDA
$
35,979

�
$
30,854

�
$
47,317

�
$
91,741

�
�
�
�
�
�
�
�
Reconciliation of Adjusted EBITDA to Cash (Used in) Provided by Operating Activities:
�
�
�
�
�
�
�
Adjusted EBITDA
$
35,979

�
$
30,854

�
$
47,317

�
$
91,741

Amortization and write-off of film and other inventory costs(3)
78,991

�
68,911

�
214,344

�
229,557

Revenue earned against deferred revenue and other advances
(10,559
)
�
(32,428
)
�
(43,143
)
�
(71,489
)
Change in fair value of contingent consideration
(4,955
)
�


�
(9,675
)
�


Other income, net
298

�
2,847

�
3,369

�
4,889

Interest expense, net
(2,840
)
�
(769
)
�
(7,097
)
�
871

Net refund from (payments of) income taxes and stockholder payable
(676
)
�
(310
)
�
1,923

�
(14,744
)
Changes in certain operating asset and liability accounts
(170,449
)
�
(18,362
)
�
(347,684
)
�
(170,386
)
Cash (used in) provided by operating activities
$
(74,211
)
�
$
50,743

�
$
(140,646
)
�
$
70,439

(1) Amortization of film and other inventory costs in any period includes depreciation and amortization, interest expense and stock-based compensation expense that were capitalized as part of film and other inventory costs in the period that those charges were incurred. For purposes of Adjusted EBITDA, we add back the portion of amortization of film and other inventory costs that represents amounts previously capitalized as depreciation and amortization, interest expense and stock-based compensation expense.
(2) Includes those amounts pertaining to the amortization of intangible assets that are classified within costs of revenues.
(3) Represents the remaining portion of amortization and write-off of film and other inventory costs not already included in Adjusted EBITDA (refer to reconciliation of net income (or loss) to Adjusted EBITDA).





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