Mark Gill and Neil Sacker’s the Film Department has cut the price of its expected public offering by more than half, to $6 per share, sharply reducing the amount of money the production company hoped to raise, according to recent SEC filings.
It’s the second time the company has lowered the pricetag since filing for an IPO in December, an indication that it is having a tough time wooing potential investors to put up coin for the production, finance and international sales company as it looks to stay afloat andexpand into domestic distribution, finance and international sales.
According to SEC filings, the Film Department believes it can still execute its business plan. However, the company is candid in warning investors that the lower offering heightens the possibility of shutting down operations.
Originally, TFD listed the stock price at between $12 and $14 per share, with an eye to raising as much as $100 million. In April, the company lowered the share price to between $10 and $12. That would have resulted in net proceeds of $54 million.
SEC filings show that the outfit is proposing an initial public offering of 5 million shares, raising net proceeds of $26 million to $30.17 million through the IPO, depending upon whether underwriters exercise their over-allotment option in full.
A company can’t publicly comment during the IPO process, meaning neither Gill nor Sacker can discuss the filings. However, insiders suggest the Film Department could be making an announcement later this week.
If the IPO goes forward, the company would use the proceeds for working capital and other corporate purposes, such as film production, overhead and debt repayment, including $12.38 million in second lien notice payments.
However, TFD would still face substantial debt. As of March 31, 2010, that figure was estimated at $25.42 million, according to SEC filings.
Former Warner Independent topper Gill and Yari Film Group chief operating officer Sacker launched TFD with high hopes in 2007, backed by $200 million in capital from G.E. and other investors. (Gill is CEO; Sacker, prexy-COO.) Company said it would release up to six films a year, with production budgets of between $10 million and $45 million.
Then came the general downturn in the indie biz, followed by the writer’s strike and economic collapse of late 2008. By mid-2009, TFD found itself having to recapitalize and bring on new investors, as well as paring back staff.
According to SEC filings, Sacker and Gill have enjoyed generous salary increases. In 2007, Gill’s salary was $547,693. That rose to $780,455 in 2008, and $821,540 in 2009. Sacker drew a salary of $256,250 in 2007, $520,303 in 2008 and $547,693 in 2009.
In December, the company announced its plan to go public and launch a domestic distribution arm.
The Film Department’s only film released to date, “Law Abiding Citizen,” was distributed by Overture Films, with a solid gross of $73 million in North America. (TFD paid Overture north of $14 million in distribution fees.)
TFD has one domestic release waiting in the wings, Catherine Zeta-Jones starrer “The Rebound,” and another in post-production, Kate Hudson starrer “Earthbound.”
“Rebound” is set to be distributed domestically by the Weinstein Co. per its deal with TFD. Under the pact, TFD will market its films inhouse, reducing the fee it must pay to TWC.
If the IPO is completed, TFD expects to have $34.81 million in working capital, factoring in the proceeds from the IPO and three films. However, the first $15 million in proceeds from “Law Abiding Citizen” and “Rebound” must go to paying debts.
Once its own distribution and marketing division is up and running, TFD has projected it would release six to 10 films a year, of which two to six would be acquisitions.
In addition to amending its IPO, TFD also revealed in recent days that two members of the board of the company have resigned.
Mark Kvamme of Sequoia Capital stepped down July 14, three months after taking a minority stake in the Film Department and joining the board. Robert Semple also has resigned from the board, where he was a member of the audit and compensation committees.