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The following is an excerpt from a 6-K SEC Filing, filed by CORUS ENTERTAINMENT INC on 1/14/2005.
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CORUS ENTERTAINMENT INC - 6-K - 20050114 - MANAGEMENTS_DISCUSSION

Significant Events Subsequent to the Quarter

•   On December 31, 2004 the Company paid a semi-annual dividend of $0.02 and $0.025 to holders of its Class A and Class B shares respectively.
 
•   BBM radio ratings for Fall 2004 were released on December 16th and Corus Radio retained it’s #1 position with the largest audience reach and hours tuned. Corus holds the top-rated stations in key demographics in Vancouver, Calgary, Edmonton, Winnipeg, Toronto and Montreal and has positive momentum on the developing stations.
 
•   Corus Entertainment received a record 47 nominations for the 2004 Gemini Awards. At the awards ceremonies, held December 11, 12 and 13, 2004, Corus was awarded 10 Geminis for television properties produced in association with independent producers, including three wins for the Movie Central original mini-series, Slings & Arrows.
 
•   On December 16, 2004, the CRTC announced a new policy for the introduction of foreign third-language television channels. Generally, all applications for general interest third-language services will be approved subject to certain packaging and programming rights conditions.

Management’s Discussion and Analysis

The following should be read in conjunction with Management’s Discussion and Analysis, consolidated financial statements and the notes thereto included in our August 31, 2004 Annual Report. All amounts are stated in Canadian dollars unless specified otherwise.

Cautionary statement regarding forward-looking statements

Certain statements in this report may constitute forward-looking statements and are subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors which could cause results or events to differ from current expectations include, among other things: our ability to attract and retain advertising revenues; audience acceptance of our television programs and cable networks; our ability to recoup production costs, the availability of tax credits and the existence of co-production treaties; our ability to compete in any of the industries in which we do business; the opportunities (or lack thereof) that may be presented to and pursued by us; conditions in the entertainment, information and communications industries and technological developments therein; changes in laws or regulations or the interpretation or application of those laws and regulations; our ability to integrate and realize anticipated benefits from our acquisitions and to effectively manage our growth; and changes in accounting standards. Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Unless otherwise required by applicable securities laws, we disclaim any intention or obligation to publicly update or revise any forward-looking statements whether as a result of new information, events or circumstances that arise after the date thereof or otherwise.

Overview of Consolidated Results

The first quarter was highlighted by strong net income growth and excellent operating performance from our Radio and Television segments. Net income for the quarter was $29.1 million on revenues of $180.6 million, compared to net income of $5.7 million on revenues of $185.0 million in the prior year. The Radio and Television segments delivered segment profit growth of 18% and 13% respectively, as consolidated segment profit grew 9% over the prior year.

         
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First Quarter Results

Revenues

Revenues for the first quarter were $180.6 million, down 2% from $185.0 million last year. Radio and Television experienced increases of 8% and 5% respectively, while Content was down 38% from the prior year primarily due to lower merchandising revenues.

Operating, general and administrative expenses

Operating, general and administrative expenses for the first quarter were $118.2 million, down 7% from $127.7 million in the prior year. The decrease is primarily due to lower operating expenses in the Content division.

Depreciation

Depreciation expense for the first quarter was $5.4 million, a decrease of $0.7 million from last year. This change reflects a lower capital cost base, as capital expenditures have been significantly lower than depreciation for the past several quarters and assets become fully depreciated.

Amortization

Amortization expense for the first quarter was $1.2 million, down from $2.2 million last year. The decrease is a result of deferred start-up and reformatting costs becoming fully amortized.

Interest on long-term debt

Interest expense for the first quarter was $13.6 million, down from $13.8 million last year primarily due to savings generated by a fixed-to-floating interest rate swap, offset somewhat by a higher average bank loan balance. The effective interest rate for the first quarter was 8.6% compared to 8.9% in the prior year.

Other income, net

Other income for the first quarter was $6.4 million, compared to $2.4 million in the prior year. The current year’s quarter includes an unrealized derivative transaction gain of $2.1 million and foreign exchange gains of $3.9 million, while the prior year’s quarter includes foreign exchange gains of $2.7 million. The foreign exchange gains in the current year arise from the impact of the strengthening Canadian dollar on Corus’ U.S. dollar bank loan balance.

Income taxes

The effective tax rate for the first quarter was 38.6%, compared to the statutory rate of 36.3%. The effective tax rate for the first quarter of last year was 82.8%. The first quarter of last year was impacted by the Ontario government’s decision to cancel previously announced reductions to future tax rates and to increase current tax rates. The change in Ontario tax rates caused an increase in the Company’s non-cash income tax expense and net future tax liability position of $17.8 million, or $0.42 per share.

Net income

Net income for the first quarter was $29.1 million, up from income of $5.7 million last year. Earnings per share for the first quarter were $0.68 basic and diluted, compared with earnings per share of $0.13 basic and diluted last year.

         
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Radio

The Radio division comprises 50 radio stations situated primarily in eight of the ten largest Canadian markets by population and in the densely populated area of southern Ontario. Corus is Canada’s leading radio operator in terms of revenues and audience reach.

Financial Highlights

                 
(Unaudited)   Three months ended November 30,  
(thousands of Canadian dollars)   2004     2003  
 
Revenues
    65,533       60,738  
Operating, general and administrative expenses
    44,509       42,937  
 
Segment profit
    21,024       17,801  
 

Revenues for the first quarter were $65.6 million, up 8% from the corresponding period last year. The Ontario and Quebec regions delivered strong performances for the quarter. According to the Trans-Canada Radio Advertising by Market (“TRAM”) report for the three months ended November 30, 2004, advertising sales growth for Corus’ Ontario and Quebec regions exceeded overall market growth for those regions. A competitive environment continues to challenge the western region, and is reflected in the results for that region for the quarter. While the western region lagged behind overall market growth for the region in the year, as indicated by the TRAM report, Corus’ strategy, which included reformatting several stations, has translated into improved Fall 2004 Bureau of Broadcast Measurement ratings. In particular, the Vancouver cluster has started to recover from last year’s performance by posting year-over-year ad growth.

Operating, general and administrative expenses for the first quarter were $44.5 million, up 4% from the corresponding period last year. Variable costs increased in proportion to the revenue increases, while fixed costs remained stable, resulting in improved margins.

Segment profit for the first quarter was $21.0 million, up 18% from the corresponding period last year.

         
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Television

The Television division is composed of the following: specialty television networks YTV, Treehouse TV, W Network, Corus’ 80% interest in CMT (Country Music Television), 50.5% interest in Telelatino, 50% interest in Locomotion, and 40% interest in Teletoon; Corus’ premium television services Movie Central and Encore; interests in three digital television channels, Scream, Discovery Kids and The Documentary Channel; Digital Adventure (now known as Corus Custom Networks), a cable advertising service; three local television stations; and Max Trax, a residential digital audio service.

Financial Highlights

                 
(Unaudited)   Three months ended November 30,  
(thousands of Canadian dollars)   2004     2003  
 
Revenues
    98,520       94,203  
Operating, general and administrative expenses
    53,575       54,415  
 
Segment profit
    44,945       39,788  
 

Revenues for the first quarter were $98.5 million, up 5% over the corresponding period last year. Strong growth in advertising revenue was achieved, up 6% for the quarter, driven by CMT,W, Teletoon and YTV. Continued subscriber revenue growth of 3% over the prior year was also experienced, with Movie Central, Corus’ western-based pay television service, finishing the quarter with 704,000 subscribers, down slightly from August 31, 2004 but up 25,000 subscribers from the first quarter of last year.

Operating, general and administrative expenses were $53.6 million for the first quarter, down 2% from the prior year, as the Television segment effectively controlled overall expenditures.

Segment profit for the quarter was $44.9 million, up 13% from the prior year.

         
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Content

The Content division consists of the production and distribution of television programs and the sale and licensing of related products.

Financial Highlights

                 
(Unaudited)   Three months ended November 30,  
(thousands of Canadian dollars)   2004     2003  
 
Revenues
    18,928       30,718  
Operating, general and administrative expenses
    18,806       28,113  
 
Segment profit
    122       2,605  
 

Revenues for the first quarter were $18.9 million, a decrease of 38% from the prior year. During the quarter Content delivered 52 episodes, primarily of Delta State , Funpak, Miss Spider , Backyardigans and Jacob Two Two , compared to 17 episodes delivered in the same period last year. Revenues were down in the quarter due primarily to lower sales of Beyblade merchandise and the weaker U.S. dollar. Miss Spider and Backyardigans are enjoying considerable ratings success, but Corus will not begin to realize the benefit of significant merchandising revenue on these properties until fiscal 2006.

Operating, general and administrative expenses for the first quarter were $18.8 million, down 33% from the prior year. The reduction reflects lower revenues.

Segment profit for the first quarter was $0.1 million, compared to $2.6 million last year.

Corporate

The Corporate segment results represent the incremental cost of corporate overhead in excess of the amount allocated to the other operating segments.

Financial Highlights

                 
(Unaudited)   Three months ended November 30,  
(thousands of Canadian dollars)   2004     2003  
 
Stock-based compensation
    1,275       735  
Other general and administrative costs
    2,348       1,996  
 
General and administrative expenses
    3,623       2,731  
 

General and administrative expense increased to $3.6 million in the first quarter from $2.7 million in the same period last year. This increase is in line with the Company’s expectations. Stock-based compensation includes the expenses related to the Company’s Performance Share Units and the issuance of stock options.

         
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Quarterly Consolidated Financial Information

The following table sets forth certain unaudited data from the consolidated statements of income and retained earnings (deficit) for each of the eight most recent quarters ended November 30, 2004. The information has been derived from the Company’s unaudited consolidated financial statements that, in management’s opinion, have been prepared on a basis consistent with the audited consolidated financial statements contained in the Company’s Annual Report for the year ended August 31, 2004.

                                 
(thousands of   Revenues   Segment profit   Net income (loss)   Earnings (loss) per share
Canadian dollars)                           Basic and diluted
 
2005
                               
1 st Qtr
    180,600       62,365       29,077     $ 0.68  
2004
                               
4 th Qtr
    162,959       42,837       14,018     $ 0.33  
3 rd Qtr
    163,864       (43,777 )     (51,160 )     (1.20 )
2 nd Qtr
    155,019       34,069       8,305       0.19  
1 st Qtr
    184,962       57,269       5,700       0.13  
2003
                               
4 th Qtr
    175,138       41,737       12,432     $ 0.29  
3 rd Qtr
    155,296       44,186       12,265       0.29  
2 nd Qtr
    147,542       31,431       7,028       0.16  
 

Seasonal Fluctuations

As discussed in Management’s Discussion and Analysis for the year end August 31, 2004, the first quarter results tend to be the strongest and second quarter results tend to be the weakest in a fiscal year.

Significant items causing variations in quarterly results

•   The first quarter of fiscal 2004 was impacted by the Ontario government’s decision to cancel previously announced reductions to future tax rates and to increase current tax rates. This change in Ontario tax rates caused an increase in the Company’s non-cash income tax expense and net future tax liability position of $17.8 million ($0.42/share).

•   The third quarter of fiscal 2004 was impacted by a non-cash, after-tax write-down in film investments of $60.3 million ($1.41/share) resulting from the Company’s decision to lower estimates of future revenue as a result of a challenging library market and lower U.S. dollar. The pre-tax write-down of $85.0 million was recorded in operating, general and administrative expenses.

Risks and Uncertainties

There have been no material changes in any risks or uncertainties facing the Company since the year ended August 31, 2004.

Financial Position

Total assets at November 30, 2004 were $1.89 billion compared to $1.90 billion at August 31, 2004. The following discussion describes the significant changes in the consolidated balance sheet since August 31, 2004.

Current assets decreased by $17.3 million. Cash and cash equivalents decreased by $47.1 million. Accounts receivable, prepaid expenses and program rights increased by $24.0 million, $4.0 million and $5.2 million respectively. The increase in accounts receivable was due to higher Radio and Television

         
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revenues in the quarter compared to the fourth quarter of fiscal 2004. The increase in prepaid expenses reflects the timing of certain expenditures such as insurance.

Non-current assets increased by $9.8 million. Tax credits receivable increased by $0.9 million due to accruals made related to film production. Capital assets decreased by $3.0 million as capital expenditures of $3.0 million were offset by depreciation of $5.4 million. Program and film rights (current and non-current) increased by $18.2 million, as accruals for acquired rights of $46.5 million were offset by amortization of $28.1 million. Film investments decreased by $0.5 million, as net film spending of $13.4 million was offset by film amortization and accruals for tax credits. Deferred charges decreased by $1.2 million due to amortization.

Current liabilities increased by $3.4 million. Accounts payable and accrued liabilities increased by $0.2 million and income taxes payable increased by $3.2 million. Accounts payable and accrued liabilities related to working capital decreased by $14.5 million, due to the payment of interest on long-term debt in the quarter, while non-working capital accruals for program rights and film investments increased by $14.7 million.

Non-current liabilities decreased by $37.3 million. Long-term debt decreased by $84.4 million, resulting from repayments of $34.0 million and foreign exchange translation adjustments. Deferred credits increased by $46.4 million, as payments of $1.1 million for public benefits related to acquisitions were offset by $47.6 million in deferred foreign exchange gains for the year and other working capital adjustments. Net future tax liability (including current asset) increased by $3.2 million in the quarter primarily as a result of the utilization of tax loss carryforwards.

Share capital is unchanged from the end of the prior year. Contributed surplus increased by $0.7 million as a result of expensing stock-based compensation for the period. Cumulative translation adjustment increased by $3.4 million due to the effect of exchange rate fluctuation on the translation of the net assets of self-sustaining foreign operations.

Liquidity and Capital Resources

Cash flows

Overall, the Company’s cash and cash equivalents position decreased by $47.1 million in the three months ended November 30, 2004. Free cash flow was negative in the first quarter, as it was in the first quarter of last year.

Cash used in operating activities for the first quarter was $8.4 million, compared to $2.3 million last year. This increase is due primarily to an increase of $6.1 million in expenditures for program rights. An increase in net income adjusted for non-cash items of $3.7 million was offset by an increased investment in non-cash working capital of $4.7 million. The first quarter typically requires an investment in non-cash working capital as revenues are generally higher than in the fourth quarter of the prior year, and interest on long term debt is paid in the quarter.

Cash used in investing activities was $4.5 million for the first quarter compared to $6.4 million last year. The decrease in cash used reflects a decrease in capital expenditures and lower payments for public benefits associated with acquisitions.

Cash used in financing activities in the first quarter was $34.2 million compared to cash provided of $4.1 million last year. The Company paid down its U.S. dollar denominated bank loan of $34.0 million in the quarter. The prior year’s quarter included a drawdown of the bank loan and cash provided from the exercise of stock options.

         
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Net debt and adjusted net debt

At November 30, 2004, net debt was $396.6 million, down from $433.9 million at August 31, 2004. Adjusted net debt at November 30, 2004 was $555.9 million, up from $545.5 million at August 31, 2004. The first quarter generally results in an increase in adjusted net debt. Adjusted net debt to adjusted segment profit at November 30, 2004 was 3.1, unchanged from August 31, 2004.

Key Performance Indicators

The Company measures the success of its strategies using a number of key performance indicators. These have been outlined in the Management’s Discussion and Analysis contained in the Annual Report for the year ended August 31, 2004, including a discussion as to their relevance, definitions, calculation methods and underlying assumptions. Certain key performance indicators are not measurements in accordance with Canadian or U.S. generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to net income or any other measure of performance under Canadian or U.S. GAAP.

The following tables reconcile those key performance indicators that are not in accordance with GAAP measures.

Free cash flow

                 
    Three months ended November 30,  
(thousands of Canadian dollars)   2004     2003  
 
Cash used in:
               
Operating activities
    (8,370 )     (2,289 )
Investing activities
    (4,519 )     (6,379 )
 
Free cash flow
    (12,889 )     (8,668 )
 

Net debt and adjusted net debt

                 
    As at November 30,   As at August 31,
(thousands of Canadian dollars)   2004   2004
 
Long-term debt
    444,750       529,139  
Cash and cash equivalents
    (48,127 )     (95,231 )
 
Net debt
    396,623       433,908  
Unrealized cumulative foreign exchange gains
    159,250       111,625  
 
Adjusted net debt
    555,873       545,533  
 

Adjusted net debt to adjusted segment profit

                 
    As at November 30,   As at August 31,
(thousands of Canadian dollars except ratios)   2004   2004
 
Adjusted net debt [numerator]
    555,873       545,533  
 
Adjusted segment profit
               
Segment profit (2)
    95,494       90,398  
Write-down of investment in film (2)
    85,000       85,000  
 
Adjusted segment profit [denominator]
    180,494       175,398  
 
Adjusted net debt to adjusted segment profit
    3.1       3.1  
 

(2)     Reflects aggregate amounts for the most recent four quarters, as detailed in the table in the “Quarterly Consolidated Financial Information” of Management’s Discussion and Analysis.

         
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