Delaware
|
|
22-3720962
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
902 Broadway, 9th Floor New York, NY
|
|
10010
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE
|
|
NASDAQ GLOBAL MARKET
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
|
NONE
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
Yes
x
No
o
|
|
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
Yes
x
No
o
|
|
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
|
|
Page
|
|
PART I --
|
FINANCIAL INFORMATION
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
|
Condensed Consolidated Balance Sheets at December 31, 2014 (Unaudited) and March 31, 2014
|
|
|
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months ended December 31, 2014 and 2013
|
|
|
Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months ended December 31, 2014 and 2013
|
|
|
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended December 31, 2014 and 2013
|
|
|
Notes to Unaudited Condensed Consolidated Financial Statements
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 4.
|
Controls and Procedures
|
|
PART II --
|
OTHER INFORMATION
|
|
Item 1.
|
Legal Proceedings
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
Signatures
|
|
|
Exhibit Index
|
|
|
December 31, 2014
|
|
March 31, 2014
|
||||
ASSETS
|
(Unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
29,594
|
|
|
$
|
50,215
|
|
Accounts receivable, net
|
72,815
|
|
|
56,863
|
|
||
Inventory
|
2,637
|
|
|
3,164
|
|
||
Unbilled revenue
|
4,789
|
|
|
5,144
|
|
||
Prepaid and other current assets
|
18,055
|
|
|
8,698
|
|
||
Note receivable, current portion
|
124
|
|
|
112
|
|
||
Assets of discontinued operations, net of current liabilities
|
—
|
|
|
278
|
|
||
Total current assets
|
128,014
|
|
|
124,474
|
|
||
Restricted cash
|
6,751
|
|
|
6,751
|
|
||
Security deposits
|
208
|
|
|
269
|
|
||
Property and equipment, net
|
107,545
|
|
|
134,936
|
|
||
Intangible assets, net
|
32,835
|
|
|
37,639
|
|
||
Goodwill
|
32,701
|
|
|
25,494
|
|
||
Deferred costs, net
|
7,774
|
|
|
9,279
|
|
||
Accounts receivable, long-term
|
1,234
|
|
|
1,397
|
|
||
Note receivable, net of current portion
|
84
|
|
|
99
|
|
||
Assets of discontinued operations, net of current portion
|
—
|
|
|
5,660
|
|
||
Total assets
|
$
|
317,146
|
|
|
$
|
345,998
|
|
|
|
December 31, 2014
|
|
March 31, 2014
|
||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
|
(Unaudited)
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
95,779
|
|
|
$
|
72,604
|
|
Current portion of notes payable, non-recourse
|
|
33,159
|
|
|
33,825
|
|
||
Current portion of notes payable
|
|
23,794
|
|
|
19,219
|
|
||
Current portion of capital leases
|
|
626
|
|
|
614
|
|
||
Current portion of deferred revenue
|
|
2,993
|
|
|
3,214
|
|
||
Total current liabilities
|
|
156,351
|
|
|
129,476
|
|
||
Notes payable, non-recourse, net of current portion
|
|
135,297
|
|
|
164,779
|
|
||
Notes payable, net of current portion
|
|
18,269
|
|
|
23,525
|
|
||
Capital leases, net of current portion
|
|
5,015
|
|
|
5,472
|
|
||
Deferred revenue, net of current portion
|
|
10,741
|
|
|
12,519
|
|
||
Total liabilities
|
|
325,673
|
|
|
335,771
|
|
||
Commitments and contingencies (see Note 6)
|
|
|
|
|
||||
Stockholders’ (Deficit) Equity
|
|
|
|
|
||||
Preferred stock, 15,000,000 shares authorized;
Series A 10% - $0.001 par value per share; 20 shares authorized; 7 shares issued and outstanding at December 31, 2014 and March 31, 2014, respectively. Liquidation preference of $3,648 |
|
3,559
|
|
|
3,559
|
|
||
Class A common stock, $0.001 par value per share; 210,000,000 and 118,759,000 shares authorized; 76,921,163 and 76,571,972 shares issued and 76,869,723 and 76,520,532 shares outstanding at December 31, 2014 and March 31, 2014, respectively
|
|
77
|
|
|
76
|
|
||
Class B common stock, $0.001 par value per share; 1,241,000 shares authorized; 1,241,000 shares issued and 0 shares outstanding, at December 31, 2014 and March 31, 2014, respectively
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
277,219
|
|
|
275,519
|
|
||
Treasury stock, at cost; 51,440 Class A shares
|
|
(172
|
)
|
|
(172
|
)
|
||
Accumulated deficit
|
|
(289,235
|
)
|
|
(268,686
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
25
|
|
|
(69
|
)
|
||
Total stockholders’ (deficit) equity
|
|
(8,527
|
)
|
|
10,227
|
|
||
Total liabilities and stockholders’ (deficit) equity
|
|
$
|
317,146
|
|
|
$
|
345,998
|
|
|
For the Three Months Ended December 31,
|
|
For the Nine Months Ended December 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
$
|
31,276
|
|
|
$
|
34,885
|
|
|
$
|
77,854
|
|
|
$
|
72,664
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Direct operating (exclusive of depreciation and amortization shown below)
|
9,110
|
|
|
11,013
|
|
|
20,925
|
|
|
19,558
|
|
||||
Selling, general and administrative
|
8,062
|
|
|
6,949
|
|
|
24,075
|
|
|
18,743
|
|
||||
(Benefit) provision for doubtful accounts
|
(378
|
)
|
|
33
|
|
|
(206
|
)
|
|
227
|
|
||||
Restructuring, transition and acquisitions expense, net
|
487
|
|
|
3,921
|
|
|
2,250
|
|
|
2,421
|
|
||||
Depreciation and amortization of property and equipment
|
9,400
|
|
|
9,444
|
|
|
28,167
|
|
|
27,901
|
|
||||
Amortization of intangible assets
|
1,462
|
|
|
1,228
|
|
|
4,811
|
|
|
2,055
|
|
||||
Total operating expenses
|
28,143
|
|
|
32,588
|
|
|
80,022
|
|
|
70,905
|
|
||||
Income (loss) from operations
|
3,133
|
|
|
2,297
|
|
|
(2,168
|
)
|
|
1,759
|
|
||||
Interest expense, net
|
(4,929
|
)
|
|
(5,051
|
)
|
|
(14,957
|
)
|
|
(14,507
|
)
|
||||
Loss on investment in non-consolidated entity
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,812
|
)
|
||||
Other (expense) income, net
|
(31
|
)
|
|
23
|
|
|
69
|
|
|
269
|
|
||||
Change in fair value of interest rate derivatives
|
(106
|
)
|
|
38
|
|
|
(281
|
)
|
|
796
|
|
||||
Loss from continuing operations
|
(1,933
|
)
|
|
(2,693
|
)
|
|
(17,337
|
)
|
|
(13,495
|
)
|
||||
(Loss) income from discontinued operations
|
(342
|
)
|
|
(7,689
|
)
|
|
100
|
|
|
(9,042
|
)
|
||||
Loss on sale of discontinued operations
|
—
|
|
|
—
|
|
|
(3,045
|
)
|
|
—
|
|
||||
Net loss
|
(2,275
|
)
|
|
(10,382
|
)
|
|
(20,282
|
)
|
|
(22,537
|
)
|
||||
Preferred stock dividends
|
(89
|
)
|
|
(89
|
)
|
|
(267
|
)
|
|
(267
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(2,364
|
)
|
|
$
|
(10,471
|
)
|
|
$
|
(20,549
|
)
|
|
$
|
(22,804
|
)
|
Net loss per Class A and Class B common share attributable to common shareholders - basic and diluted:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.25
|
)
|
Loss from discontinued operations
|
—
|
|
|
(0.12
|
)
|
|
(0.04
|
)
|
|
(0.17
|
)
|
||||
|
$
|
(0.03
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.42
|
)
|
Weighted average number of Class A and Class B common shares outstanding: basic and diluted
|
76,863,408
|
|
|
61,729,658
|
|
|
76,727,492
|
|
|
54,357,320
|
|
|
|
For the Three Months Ended December 31,
|
|
For the Nine Months Ended December 31,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net loss
|
|
$
|
(2,275
|
)
|
|
$
|
(10,382
|
)
|
|
$
|
(20,282
|
)
|
|
$
|
(22,537
|
)
|
Other comprehensive income: foreign exchange translation
|
|
92
|
|
|
—
|
|
|
94
|
|
|
—
|
|
||||
Comprehensive loss
|
|
$
|
(2,183
|
)
|
|
$
|
(10,382
|
)
|
|
$
|
(20,188
|
)
|
|
$
|
(22,537
|
)
|
|
For the Nine Months Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(20,282
|
)
|
|
$
|
(22,537
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Loss on disposal of business
|
3,045
|
|
|
—
|
|
||
Impairment related to the discontinued operations
|
—
|
|
|
7,226
|
|
||
Depreciation and amortization of property and equipment and
amortization of intangible assets
|
32,978
|
|
|
30,209
|
|
||
Amortization of capitalized software costs
|
—
|
|
|
942
|
|
||
Amortization of debt issuance costs
|
1,342
|
|
|
933
|
|
||
(Benefit) provision for doubtful accounts
|
(206
|
)
|
|
227
|
|
||
Provision for inventory reserve
|
1,000
|
|
|
—
|
|
||
Stock-based compensation and expenses
|
1,520
|
|
|
2,070
|
|
||
Change in fair value of contingent consideration for business combination
|
—
|
|
|
(1,500
|
)
|
||
Change in fair value of interest rate derivatives
|
281
|
|
|
(796
|
)
|
||
Accretion and PIK interest expense added to note payable
|
1,816
|
|
|
1,700
|
|
||
Loss on investment in non-consolidated entity
|
—
|
|
|
1,812
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(15,567
|
)
|
|
(17,988
|
)
|
||
Inventory
|
(473
|
)
|
|
—
|
|
||
Unbilled revenue
|
818
|
|
|
3,613
|
|
||
Prepaid expenses and other current assets
|
(8,395
|
)
|
|
9,283
|
|
||
Other assets
|
166
|
|
|
(2,494
|
)
|
||
Accounts payable and accrued expenses
|
15,954
|
|
|
8,008
|
|
||
Deferred revenue
|
(1,946
|
)
|
|
2,924
|
|
||
Other liabilities
|
(546
|
)
|
|
(15
|
)
|
||
Net cash provided by operating activities
|
11,505
|
|
|
23,617
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of GVE
|
—
|
|
|
(47,500
|
)
|
||
Net proceeds from disposal of business
|
2,950
|
|
|
—
|
|
||
Purchases of property and equipment
|
(1,203
|
)
|
|
(914
|
)
|
||
Purchases of intangible assets
|
(8
|
)
|
|
(4
|
)
|
||
Additions to capitalized software costs
|
(855
|
)
|
|
(1,745
|
)
|
||
Net cash provided by (used in) investing activities
|
884
|
|
|
(50,163
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayment of notes payable
|
(43,643
|
)
|
|
(31,644
|
)
|
||
Borrowings under revolving credit facility
|
11,150
|
|
|
45,000
|
|
||
Principal payments on capital leases
|
(445
|
)
|
|
(182
|
)
|
||
Proceeds from issuance of Class A common stock
|
—
|
|
|
20,521
|
|
||
Costs associated with issuance of Class A common stock
|
(72
|
)
|
|
(1,734
|
)
|
||
Net cash (used in) provided by financing activities
|
(33,010
|
)
|
|
31,961
|
|
||
Net change in cash and cash equivalents
|
(20,621
|
)
|
|
5,415
|
|
||
Cash and cash equivalents at beginning of period
|
50,215
|
|
|
13,448
|
|
||
Cash and cash equivalents at end of period
|
$
|
29,594
|
|
|
$
|
18,863
|
|
1.
|
NATURE OF OPERATIONS
|
Accounts receivable
|
$
|
15,524
|
|
Inventory
|
2,224
|
|
|
Advances
|
5,248
|
|
|
Other assets
|
152
|
|
|
Content library
|
17,211
|
|
|
Supplier contracts and relationships
|
11,691
|
|
|
Goodwill
|
24,159
|
|
|
Total assets acquired
|
76,209
|
|
|
Total liabilities assumed
|
(24,709
|
)
|
|
Total net assets acquired
|
$
|
51,500
|
|
|
|
For the Nine Months Ended December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Revenue
|
|
$
|
77,854
|
|
|
$
|
93,250
|
|
Loss from continuing operations
|
|
$
|
(17,337
|
)
|
|
$
|
(13,013
|
)
|
Net loss
|
|
$
|
(20,282
|
)
|
|
$
|
(22,055
|
)
|
|
|
|
|
|
||||
Net loss per share from continuing operations (basic and diluted)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.41
|
)
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
|
As of December 31, 2014
|
|
As of March 31, 2014
|
||||
Reserve account related to the 2013 Term Loans (See Note 4)
|
|
$
|
5,751
|
|
|
$
|
5,751
|
|
Reserve account related to the 2013 Prospect Loan Agreement (See Note 4)
|
|
1,000
|
|
|
1,000
|
|
||
|
|
$
|
6,751
|
|
|
$
|
6,751
|
|
Computer equipment and software
|
3 - 5 years
|
Digital cinema projection systems
|
10 years
|
Machinery and equipment
|
3 - 10 years
|
Furniture and fixtures
|
3 - 6 years
|
•
|
Level 1 – quoted prices in active markets for identical investments
|
•
|
Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)
|
•
|
Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)
|
|
|
As of December 31, 2014
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Restricted cash
|
|
$
|
6,751
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,751
|
|
Interest rate derivatives
|
|
—
|
|
|
404
|
|
|
—
|
|
|
404
|
|
||||
|
|
$
|
6,751
|
|
|
$
|
404
|
|
|
$
|
—
|
|
|
$
|
7,155
|
|
|
|
As of March 31, 2014
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Restricted cash
|
|
$
|
6,751
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,751
|
|
Interest rate derivatives
|
|
—
|
|
|
787
|
|
|
—
|
|
|
787
|
|
||||
|
|
$
|
6,751
|
|
|
$
|
787
|
|
|
$
|
—
|
|
|
$
|
7,538
|
|
As of March 31, 2013
|
$
|
8,542
|
|
Goodwill resulting from the GVE Acquisition
|
16,952
|
|
|
As of March 31, 2014
|
25,494
|
|
|
Measurement period adjustment - GVE Acquisition
|
2,450
|
|
|
As of June 30, 2014
|
27,944
|
|
|
Measurement period adjustment - GVE Acquisition
|
4,757
|
|
|
As of December 31, 2014
|
$
|
32,701
|
|
|
|
For the Three Months Ended December 31, 2013
|
|
For the Nine Months Ended December 31,
|
|||||
Assumptions for Option Grants
|
|
|
2014
|
|
2013
|
||||
Range of risk-free interest rates
|
|
1.4 - 1.6%
|
|
|
1.6 - 1.8%
|
|
|
0.7 - 1.6%
|
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected life (years)
|
|
5
|
|
|
5
|
|
|
5
|
|
Range of expected volatilities
|
|
72.6 - 72.7%
|
|
|
71.1 - 72.1%
|
|
|
72.6 - 73.7%
|
|
|
For the Three Months Ended December 31,
|
|
For the Nine Months Ended December 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Direct operating
|
$
|
6
|
|
|
$
|
2
|
|
|
$
|
12
|
|
|
$
|
18
|
|
Selling, general and administrative
|
441
|
|
|
619
|
|
|
1,460
|
|
|
1,785
|
|
||||
|
$
|
447
|
|
|
$
|
621
|
|
|
$
|
1,472
|
|
|
$
|
1,803
|
|
Basic and diluted net loss per common share =
|
Net loss + preferred dividends
|
|
Weighted average number of common stock shares
outstanding during the period
|
3.
|
DISCONTINUED OPERATIONS
|
|
|
As of March 31, 2014
|
||
Current assets of discontinued operations:
|
|
|
||
Accounts receivable, net
|
|
$
|
1,835
|
|
Unbilled revenue
|
|
534
|
|
|
Prepaid and other current assets
|
|
11
|
|
|
Total current assets of discontinued operations
|
|
2,380
|
|
|
|
|
|
||
Current liabilities of discontinued operations:
|
|
|
||
Accounts payable and accrued expenses
|
|
668
|
|
|
Deferred revenue
|
|
1,434
|
|
|
Total current liabilities of discontinued operations
|
|
2,102
|
|
|
|
|
|
||
Current assets of discontinued operations, net of current liabilities
|
|
$
|
278
|
|
|
|
|
||
Property and equipment, net
|
|
$
|
474
|
|
Capitalized software, net
|
|
4,862
|
|
|
Unbilled revenue, net of current portion
|
|
324
|
|
|
Assets of discontinued operations, net of current portion
|
|
$
|
5,660
|
|
|
|
For the Three Months Ended December 31,
|
|
For the Nine Months Ended December 31,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
1,061
|
|
|
$
|
1,968
|
|
|
$
|
3,274
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Direct operating (exclusive of depreciation and amortization shown below)
|
|
—
|
|
|
457
|
|
|
326
|
|
|
1,856
|
|
||||
Selling, general and administrative
|
|
342
|
|
|
965
|
|
|
1,435
|
|
|
2,926
|
|
||||
Research and development
|
|
—
|
|
|
58
|
|
|
14
|
|
|
64
|
|
||||
Depreciation of property and equipment
|
|
—
|
|
|
44
|
|
|
—
|
|
|
253
|
|
||||
Impairment of goodwill and capitalized software
|
|
—
|
|
|
7,226
|
|
|
—
|
|
|
7,226
|
|
||||
Total operating expenses
|
|
342
|
|
|
8,750
|
|
|
1,775
|
|
|
12,325
|
|
||||
(Loss) income from operations
|
|
(342
|
)
|
|
(7,689
|
)
|
|
193
|
|
|
(9,051
|
)
|
||||
Other expense, net
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
9
|
|
||||
(Loss) income from discontinued operations, net of taxes
|
|
(342
|
)
|
|
(7,689
|
)
|
|
100
|
|
|
(9,042
|
)
|
4.
|
NOTES PAYABLE
|
|
|
As of December 31, 2014
|
|
As of March 31, 2014
|
||||||||||||
Notes Payable
|
|
Current Portion
|
|
Long Term Portion
|
|
Current Portion
|
|
Long Term Portion
|
||||||||
2013 Term Loans, net of debt discount
|
|
$
|
25,315
|
|
|
$
|
44,605
|
|
|
$
|
25,688
|
|
|
$
|
68,590
|
|
2013 Prospect Loan Agreement
|
|
—
|
|
|
68,798
|
|
|
—
|
|
|
68,454
|
|
||||
KBC Facilities
|
|
7,651
|
|
|
21,275
|
|
|
7,961
|
|
|
27,009
|
|
||||
P2 Vendor Note
|
|
120
|
|
|
414
|
|
|
105
|
|
|
466
|
|
||||
P2 Exhibitor Notes
|
|
73
|
|
|
205
|
|
|
71
|
|
|
260
|
|
||||
Total non-recourse notes payable
|
|
$
|
33,159
|
|
|
$
|
135,297
|
|
|
$
|
33,825
|
|
|
$
|
164,779
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cinedigm Term Loans
|
|
$
|
4,500
|
|
|
$
|
14,556
|
|
|
$
|
3,750
|
|
|
$
|
20,015
|
|
Cinedigm Revolving Loans
|
|
19,294
|
|
|
—
|
|
|
15,469
|
|
|
—
|
|
||||
2013 Notes
|
|
—
|
|
|
3,713
|
|
|
—
|
|
|
3,510
|
|
||||
Total recourse notes payable
|
|
$
|
23,794
|
|
|
$
|
18,269
|
|
|
$
|
19,219
|
|
|
$
|
23,525
|
|
Total notes payable
|
|
$
|
56,953
|
|
|
$
|
153,566
|
|
|
$
|
53,044
|
|
|
$
|
188,304
|
|
|
As of December 31, 2014
|
|
As of March 31, 2014
|
||||
2013 Term Loans, at issuance, net
|
$
|
125,087
|
|
|
$
|
125,087
|
|
Payments to date
|
(54,953
|
)
|
|
(30,543
|
)
|
||
Discount on 2013 Term Loans
|
(214
|
)
|
|
(266
|
)
|
||
2013 Term Loans, net
|
69,920
|
|
|
94,278
|
|
||
Less current portion
|
(25,315
|
)
|
|
(25,688
|
)
|
||
Total long term portion
|
$
|
44,605
|
|
|
$
|
68,590
|
|
|
As of December 31, 2014
|
|
As of March 31, 2014
|
||||
2013 Prospect Loan Agreement, at issuance
|
$
|
70,000
|
|
|
$
|
70,000
|
|
PIK Interest
|
3,216
|
|
|
1,906
|
|
||
Payments to date
|
(4,418
|
)
|
|
(3,452
|
)
|
||
2013 Prospect Loan Agreement, net
|
68,798
|
|
|
68,454
|
|
||
Less current portion
|
—
|
|
|
—
|
|
||
Total long term portion
|
$
|
68,798
|
|
|
$
|
68,454
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance
|
||||||||||
Facility
1
|
|
Credit Facility
|
|
Interest Rate
2
|
|
Maturity Date
|
|
As of December 31, 2014
|
|
As of March 31, 2014
|
||||||||
1
|
|
|
$
|
8,900
|
|
|
8.50
|
%
|
|
December 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
2
|
|
|
2,890
|
|
|
3.75
|
%
|
|
December 2017
|
|
5
|
|
|
315
|
|
|||
3
|
|
|
22,336
|
|
|
3.75
|
%
|
|
September 2018
|
|
11,168
|
|
|
13,561
|
|
|||
4
|
|
|
13,312
|
|
|
3.75
|
%
|
|
September 2018
|
|
7,132
|
|
|
8,558
|
|
|||
5
|
|
|
11,425
|
|
|
3.75
|
%
|
|
March 2019
|
|
6,936
|
|
|
8,160
|
|
|||
6
|
|
|
6,450
|
|
|
3.75
|
%
|
|
December 2018
|
|
3,685
|
|
|
4,376
|
|
|||
|
|
$
|
65,313
|
|
|
|
|
|
|
$
|
28,926
|
|
|
$
|
34,970
|
|
|
As of December 31, 2014
|
|
As of March 31, 2014
|
||||
Cinedigm Term Loans, at issuance, net
|
$
|
25,000
|
|
|
$
|
25,000
|
|
Payments to date
|
(5,683
|
)
|
|
(875
|
)
|
||
Discount on Cinedigm Term Loans
|
(261
|
)
|
|
(360
|
)
|
||
Cinedigm Term Loans, net
|
19,056
|
|
|
23,765
|
|
||
Less current portion
|
(4,500
|
)
|
|
(3,750
|
)
|
||
Total long term portion
|
$
|
14,556
|
|
|
$
|
20,015
|
|
Risk free interest rate
|
|
1.38
|
%
|
Dividend yield
|
|
—
|
|
Expected life (years)
|
|
5
|
|
Expected volatility
|
|
76.25
|
%
|
5.
|
STOCKHOLDERS’ (DEFICIT) EQUITY
|
|
Shares Under Option
|
|
Weighted Average Exercise Price
Per Share
|
|||
Balance at March 31, 2014
|
6,059,545
|
|
|
$
|
1.76
|
|
Granted
|
774,125
|
|
|
2.09
|
|
|
Exercised
|
(101,000
|
)
|
|
1.55
|
|
|
Canceled
|
(689,250
|
)
|
|
2.19
|
|
|
Balance at December 31, 2014
|
6,043,420
|
|
|
1.75
|
|
6.
|
COMMITMENTS AND CONTINGENCIES
|
7.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
For the Nine Months Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Cash interest paid
|
$
|
12,374
|
|
|
$
|
13,235
|
|
Accretion of preferred stock discount
|
$
|
—
|
|
|
$
|
82
|
|
Accrued dividends on preferred stock
|
$
|
267
|
|
|
$
|
267
|
|
Issuance of common stock for payment of preferred stock dividends
|
$
|
267
|
|
|
$
|
178
|
|
Assets acquired under capital leases
|
$
|
—
|
|
|
$
|
1,886
|
|
Issuance of Class A Common Stock in connection with GVE acquisition
|
$
|
—
|
|
|
$
|
1,000
|
|
8.
|
SEGMENT INFORMATION
|
Operations of:
|
Products and services provided:
|
Phase 1 DC
|
Financing vehicles and administrators for the Company’s 3,724 Systems installed nationwide in Phase 1 DC’s deployment to theatrical exhibitors. The Company retains ownership of the Systems and the residual cash flows related to the Systems after the repayment of all non-recourse debt at the expiration of exhibitor master license agreements.
|
Phase 2 DC
|
Financing vehicles and administrators for the Company’s 8,910 Systems installed in the second digital cinema deployment and international deployments, through Phase 2 DC. The Company retains no ownership of the residual cash flows and digital cinema equipment after the completion of cost recoupment and at the expiration of the exhibitor master license agreements.
|
|
|
As of December 31, 2014
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Total intangible assets, net
|
|
$
|
264
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,560
|
|
|
$
|
11
|
|
|
$
|
32,835
|
|
Total goodwill
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,701
|
|
|
$
|
—
|
|
|
$
|
32,701
|
|
Total assets
|
|
$
|
87,194
|
|
|
$
|
64,589
|
|
|
$
|
2,946
|
|
|
$
|
138,992
|
|
|
$
|
23,425
|
|
|
$
|
317,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Notes payable, non-recourse
|
|
$
|
138,717
|
|
|
$
|
29,739
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
168,456
|
|
Notes payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,063
|
|
|
42,063
|
|
||||||
Capital leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
5,557
|
|
|
5,641
|
|
||||||
Total debt
|
|
$
|
138,717
|
|
|
$
|
29,739
|
|
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
47,620
|
|
|
$
|
216,160
|
|
|
|
As of March 31, 2014
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Total intangible assets, net
|
|
$
|
298
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,333
|
|
|
$
|
8
|
|
|
$
|
37,639
|
|
Total goodwill
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,494
|
|
|
$
|
—
|
|
|
$
|
25,494
|
|
Assets from continuing operations
|
|
$
|
109,538
|
|
|
$
|
66,957
|
|
|
$
|
3,848
|
|
|
$
|
124,226
|
|
|
$
|
35,491
|
|
|
340,060
|
|
|
Net assets from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
5,938
|
|
|||||||||||
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
$
|
345,998
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Notes payable, non-recourse
|
|
$
|
162,732
|
|
|
$
|
35,872
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
198,604
|
|
Notes payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,744
|
|
|
42,744
|
|
||||||
Capital leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
6,005
|
|
|
6,086
|
|
||||||
Total debt
|
|
$
|
162,732
|
|
|
$
|
35,872
|
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
48,749
|
|
|
$
|
247,434
|
|
|
|
Statements of Operations
|
||||||||||||||||||||||
|
|
For the Three Months Ended December 31, 2014
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Total consolidated revenues
|
|
$
|
8,995
|
|
|
$
|
3,078
|
|
|
$
|
3,039
|
|
|
$
|
16,164
|
|
|
$
|
—
|
|
|
$
|
31,276
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
287
|
|
|
105
|
|
|
4
|
|
|
8,714
|
|
|
—
|
|
|
9,110
|
|
||||||
Selling, general and administrative
|
|
19
|
|
|
28
|
|
|
176
|
|
|
4,585
|
|
|
3,254
|
|
|
8,062
|
|
||||||
Plus: Allocation of Corporate overhead
|
|
—
|
|
|
—
|
|
|
470
|
|
|
1,380
|
|
|
(1,850
|
)
|
|
—
|
|
||||||
Benefit for doubtful accounts
|
|
(300
|
)
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(378
|
)
|
||||||
Restructuring, transition and acquisitions expense, net
|
|
61
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|
76
|
|
|
487
|
|
||||||
Depreciation and amortization of property and equipment
|
|
7,137
|
|
|
1,881
|
|
|
53
|
|
|
49
|
|
|
280
|
|
|
9,400
|
|
||||||
Amortization of intangible assets
|
|
11
|
|
|
—
|
|
|
—
|
|
|
1,450
|
|
|
1
|
|
|
1,462
|
|
||||||
Total operating expenses
|
|
7,215
|
|
|
1,936
|
|
|
703
|
|
|
16,528
|
|
|
1,761
|
|
|
28,143
|
|
||||||
Income (loss) from operations
|
|
$
|
1,780
|
|
|
$
|
1,142
|
|
|
$
|
2,336
|
|
|
$
|
(364
|
)
|
|
$
|
(1,761
|
)
|
|
$
|
3,133
|
|
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Direct operating
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
355
|
|
|
441
|
|
||||||
Total stock-based compensation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
88
|
|
|
$
|
355
|
|
|
$
|
447
|
|
|
|
Statements of Operations
|
||||||||||||||||||||||
|
|
For the Three Months Ended December 31, 2013
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Revenues from external customers
|
|
$
|
9,444
|
|
|
$
|
3,216
|
|
|
$
|
3,419
|
|
|
$
|
18,806
|
|
|
$
|
—
|
|
|
$
|
34,885
|
|
Intersegment revenues (1)
|
|
—
|
|
|
—
|
|
|
5
|
|
|
11
|
|
|
—
|
|
|
16
|
|
||||||
Total segment revenues
|
|
9,444
|
|
|
3,216
|
|
|
3,424
|
|
|
18,817
|
|
|
—
|
|
|
34,901
|
|
||||||
Less: Intersegment revenues
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(11
|
)
|
|
—
|
|
|
(16
|
)
|
||||||
Total consolidated revenues
|
|
$
|
9,444
|
|
|
$
|
3,216
|
|
|
$
|
3,419
|
|
|
$
|
18,806
|
|
|
$
|
—
|
|
|
$
|
34,885
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
209
|
|
|
163
|
|
|
120
|
|
|
10,521
|
|
|
—
|
|
|
11,013
|
|
||||||
Selling, general and administrative
|
|
47
|
|
|
76
|
|
|
213
|
|
|
4,202
|
|
|
2,411
|
|
|
6,949
|
|
||||||
Plus: Allocation of Corporate overhead
|
|
—
|
|
|
—
|
|
|
549
|
|
|
1,101
|
|
|
(1,650
|
)
|
|
—
|
|
||||||
Provision for doubtful accounts
|
|
5
|
|
|
23
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||
Restructuring, transition and acquisitions expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,142
|
|
|
2,779
|
|
|
3,921
|
|
||||||
Depreciation and amortization of property and equipment
|
|
7,137
|
|
|
1,881
|
|
|
53
|
|
|
139
|
|
|
234
|
|
|
9,444
|
|
||||||
Amortization of intangible assets
|
|
11
|
|
|
2
|
|
|
—
|
|
|
1,215
|
|
|
—
|
|
|
1,228
|
|
||||||
Total operating expenses
|
|
7,409
|
|
|
2,145
|
|
|
940
|
|
|
18,320
|
|
|
3,774
|
|
|
32,588
|
|
||||||
Income (loss) from operations
|
|
$
|
2,035
|
|
|
$
|
1,071
|
|
|
$
|
2,479
|
|
|
$
|
486
|
|
|
$
|
(3,774
|
)
|
|
$
|
2,297
|
|
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Direct operating
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
6
|
|
|
47
|
|
|
566
|
|
|
619
|
|
||||||
Total stock-based compensation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
49
|
|
|
$
|
566
|
|
|
$
|
621
|
|
|
|
Statements of Operations
|
||||||||||||||||||||||
|
|
For the Nine Months Ended December 31, 2014
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Total consolidated revenues
|
|
$
|
27,291
|
|
|
$
|
9,287
|
|
|
$
|
8,962
|
|
|
$
|
32,314
|
|
|
$
|
—
|
|
|
$
|
77,854
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
752
|
|
|
379
|
|
|
56
|
|
|
19,738
|
|
|
—
|
|
|
20,925
|
|
||||||
Selling, general and administrative
|
|
297
|
|
|
101
|
|
|
588
|
|
|
13,887
|
|
|
9,202
|
|
|
24,075
|
|
||||||
Plus: Allocation of Corporate overhead
|
|
—
|
|
|
—
|
|
|
1,395
|
|
|
4,069
|
|
|
(5,464
|
)
|
|
—
|
|
||||||
(Benefit) provision for doubtful accounts
|
|
(204
|
)
|
|
(23
|
)
|
|
21
|
|
|
—
|
|
|
—
|
|
|
(206
|
)
|
||||||
Restructuring, transition and acquisitions expense, net
|
|
61
|
|
|
—
|
|
|
—
|
|
|
1,768
|
|
|
421
|
|
|
2,250
|
|
||||||
Depreciation and amortization of property and equipment
|
|
21,412
|
|
|
5,643
|
|
|
159
|
|
|
141
|
|
|
812
|
|
|
28,167
|
|
||||||
Amortization of intangible assets
|
|
34
|
|
|
—
|
|
|
—
|
|
|
4,774
|
|
|
3
|
|
|
4,811
|
|
||||||
Total operating expenses
|
|
22,352
|
|
|
6,100
|
|
|
2,219
|
|
|
44,377
|
|
|
4,974
|
|
|
80,022
|
|
||||||
Income (loss) from operations
|
|
$
|
4,939
|
|
|
$
|
3,187
|
|
|
$
|
6,743
|
|
|
$
|
(12,063
|
)
|
|
$
|
(4,974
|
)
|
|
$
|
(2,168
|
)
|
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Direct operating
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
10
|
|
|
215
|
|
|
1,235
|
|
|
1,460
|
|
||||||
Total stock-based compensation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
223
|
|
|
$
|
1,235
|
|
|
$
|
1,472
|
|
|
|
Statements of Operations
|
||||||||||||||||||||||
|
|
For the Nine Months Ended December 31, 2013
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Revenues from external customers
|
|
$
|
27,737
|
|
|
$
|
9,331
|
|
|
$
|
9,798
|
|
|
$
|
25,798
|
|
|
$
|
—
|
|
|
$
|
72,664
|
|
Intersegment revenues (1)
|
|
—
|
|
|
—
|
|
|
16
|
|
|
43
|
|
|
—
|
|
|
59
|
|
||||||
Total segment revenues
|
|
27,737
|
|
|
9,331
|
|
|
9,814
|
|
|
25,841
|
|
|
—
|
|
|
72,723
|
|
||||||
Less: Intersegment revenues
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(43
|
)
|
|
—
|
|
|
(59
|
)
|
||||||
Total consolidated revenues
|
|
$
|
27,737
|
|
|
$
|
9,331
|
|
|
$
|
9,798
|
|
|
$
|
25,798
|
|
|
$
|
—
|
|
|
$
|
72,664
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
566
|
|
|
446
|
|
|
301
|
|
|
18,245
|
|
|
—
|
|
|
19,558
|
|
||||||
Selling, general and administrative
|
|
206
|
|
|
203
|
|
|
624
|
|
|
9,729
|
|
|
7,981
|
|
|
18,743
|
|
||||||
Plus: Allocation of Corporate overhead
|
|
—
|
|
|
—
|
|
|
1,587
|
|
|
2,526
|
|
|
(4,113
|
)
|
|
—
|
|
||||||
Provision for doubtful accounts
|
|
150
|
|
|
53
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
227
|
|
||||||
Restructuring, transition and acquisitions expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,142
|
|
|
1,279
|
|
|
2,421
|
|
||||||
Depreciation and amortization of property and equipment
|
|
21,412
|
|
|
5,642
|
|
|
161
|
|
|
149
|
|
|
537
|
|
|
27,901
|
|
||||||
Amortization of intangible assets
|
|
34
|
|
|
5
|
|
|
—
|
|
|
2,015
|
|
|
1
|
|
|
2,055
|
|
||||||
Total operating expenses
|
|
22,368
|
|
|
6,349
|
|
|
2,697
|
|
|
33,806
|
|
|
5,685
|
|
|
70,905
|
|
||||||
Income (loss) from operations
|
|
$
|
5,369
|
|
|
$
|
2,982
|
|
|
$
|
7,101
|
|
|
$
|
(8,008
|
)
|
|
$
|
(5,685
|
)
|
|
$
|
1,759
|
|
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Direct operating
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
8
|
|
|
89
|
|
|
1,688
|
|
|
1,785
|
|
||||||
Total stock-based compensation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
94
|
|
|
$
|
1,688
|
|
|
$
|
1,803
|
|
Balance at March 31, 2014
|
|
Total Cost
|
|
Amounts Paid/Adjusted
|
|
Balance at December 31, 2014
|
||||||||
$
|
1,019
|
|
|
$
|
307
|
|
|
$
|
(1,223
|
)
|
|
$
|
103
|
|
|
For the Three Months Ended December 31,
|
|||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
8,995
|
|
|
$
|
9,444
|
|
|
$
|
(449
|
)
|
|
(5
|
)%
|
Phase II Deployment
|
3,078
|
|
|
3,216
|
|
|
(138
|
)
|
|
(4
|
)%
|
|||
Services
|
3,039
|
|
|
3,419
|
|
|
(380
|
)
|
|
(11
|
)%
|
|||
Content & Entertainment
|
16,164
|
|
|
18,806
|
|
|
(2,642
|
)
|
|
(14
|
)%
|
|||
|
$
|
31,276
|
|
|
$
|
34,885
|
|
|
$
|
(3,609
|
)
|
|
(10
|
)%
|
|
For the Three Months Ended December 31,
|
|||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
287
|
|
|
$
|
209
|
|
|
$
|
78
|
|
|
37
|
%
|
Phase II Deployment
|
105
|
|
|
163
|
|
|
(58
|
)
|
|
(36
|
)%
|
|||
Services
|
4
|
|
|
120
|
|
|
(116
|
)
|
|
(97
|
)%
|
|||
Content & Entertainment
|
8,714
|
|
|
10,521
|
|
|
(1,807
|
)
|
|
(17
|
)%
|
|||
|
$
|
9,110
|
|
|
$
|
11,013
|
|
|
$
|
(1,903
|
)
|
|
(17
|
)%
|
|
For the Three Months Ended December 31,
|
|||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
19
|
|
|
$
|
47
|
|
|
$
|
(28
|
)
|
|
(60
|
)%
|
Phase II Deployment
|
28
|
|
|
76
|
|
|
(48
|
)
|
|
(63
|
)%
|
|||
Services
|
176
|
|
|
213
|
|
|
(37
|
)
|
|
(17
|
)%
|
|||
Content & Entertainment
|
4,585
|
|
|
4,202
|
|
|
383
|
|
|
9
|
%
|
|||
Corporate
|
3,254
|
|
|
2,411
|
|
|
843
|
|
|
35
|
%
|
|||
|
$
|
8,062
|
|
|
$
|
6,949
|
|
|
$
|
1,113
|
|
|
16
|
%
|
|
For the Three Months Ended December 31,
|
|||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
7,137
|
|
|
$
|
7,137
|
|
|
$
|
—
|
|
|
—
|
%
|
Phase II Deployment
|
1,881
|
|
|
1,881
|
|
|
—
|
|
|
—
|
%
|
|||
Services
|
53
|
|
|
53
|
|
|
—
|
|
|
—
|
%
|
|||
Content & Entertainment
|
49
|
|
|
139
|
|
|
(90
|
)
|
|
(65
|
)%
|
|||
Corporate
|
280
|
|
|
234
|
|
|
46
|
|
|
20
|
%
|
|||
|
$
|
9,400
|
|
|
$
|
9,444
|
|
|
$
|
(44
|
)
|
|
—
|
%
|
|
For the Three Months Ended December 31,
|
|||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
3,373
|
|
|
$
|
3,633
|
|
|
$
|
(260
|
)
|
|
(7
|
)%
|
Phase II Deployment
|
374
|
|
|
478
|
|
|
(104
|
)
|
|
(22
|
)%
|
|||
Corporate
|
1,182
|
|
|
940
|
|
|
242
|
|
|
26
|
%
|
|||
|
$
|
4,929
|
|
|
$
|
5,051
|
|
|
$
|
(122
|
)
|
|
(2
|
)%
|
|
|
For the Three Months Ended December 31,
|
||||||
($ in thousands)
|
|
2014
|
|
2013
|
||||
Net loss from continuing operations
|
|
$
|
(1,933
|
)
|
|
$
|
(2,693
|
)
|
Add Back
:
|
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
|
9,400
|
|
|
9,444
|
|
||
Amortization of intangible assets
|
|
1,462
|
|
|
1,228
|
|
||
Interest expense, net
|
|
4,929
|
|
|
5,051
|
|
||
Other income, net
|
|
31
|
|
|
(23
|
)
|
||
Change in fair value of interest rate derivatives
|
|
106
|
|
|
(38
|
)
|
||
Stock-based compensation and expenses
|
|
447
|
|
|
621
|
|
||
Restructuring, transition and acquisitions expense, net
|
|
487
|
|
|
3,921
|
|
||
Professional fees pertaining to litigation and compliance
|
|
768
|
|
|
—
|
|
||
Allocated costs attributable to discontinued operations
|
|
—
|
|
|
206
|
|
||
Adjusted EBITDA
|
|
$
|
15,697
|
|
|
$
|
17,717
|
|
|
|
|
|
|
||||
Adjustments related to the Phase I and Phase II Deployments
:
|
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
|
$
|
(9,018
|
)
|
|
$
|
(9,018
|
)
|
Amortization of intangible assets
|
|
(11
|
)
|
|
(13
|
)
|
||
Income from operations
|
|
(2,922
|
)
|
|
(3,106
|
)
|
||
Intersegment services fees earned
|
|
—
|
|
|
5
|
|
||
Adjusted EBITDA from non-deployment businesses
|
|
$
|
3,746
|
|
|
$
|
5,585
|
|
|
For the Nine Months Ended December 31,
|
|||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
27,291
|
|
|
$
|
27,737
|
|
|
$
|
(446
|
)
|
|
(2
|
)%
|
Phase II Deployment
|
9,287
|
|
|
9,331
|
|
|
(44
|
)
|
|
—
|
%
|
|||
Services
|
8,962
|
|
|
9,798
|
|
|
(836
|
)
|
|
(9
|
)%
|
|||
Content & Entertainment
|
32,314
|
|
|
25,798
|
|
|
6,516
|
|
|
25
|
%
|
|||
|
$
|
77,854
|
|
|
$
|
72,664
|
|
|
$
|
5,190
|
|
|
7
|
%
|
|
For the Nine Months Ended December 31,
|
|||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
752
|
|
|
$
|
566
|
|
|
$
|
186
|
|
|
33
|
%
|
Phase II Deployment
|
379
|
|
|
446
|
|
|
(67
|
)
|
|
(15
|
)%
|
|||
Services
|
56
|
|
|
301
|
|
|
(245
|
)
|
|
(81
|
)%
|
|||
Content & Entertainment
|
19,738
|
|
|
18,245
|
|
|
1,493
|
|
|
8
|
%
|
|||
|
$
|
20,925
|
|
|
$
|
19,558
|
|
|
$
|
1,367
|
|
|
7
|
%
|
|
For the Nine Months Ended December 31,
|
|||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
297
|
|
|
$
|
206
|
|
|
$
|
91
|
|
|
44
|
%
|
Phase II Deployment
|
101
|
|
|
203
|
|
|
(102
|
)
|
|
(50
|
)%
|
|||
Services
|
588
|
|
|
624
|
|
|
(36
|
)
|
|
(6
|
)%
|
|||
Content & Entertainment
|
13,887
|
|
|
9,729
|
|
|
4,158
|
|
|
43
|
%
|
|||
Corporate
|
9,202
|
|
|
7,981
|
|
|
1,221
|
|
|
15
|
%
|
|||
|
$
|
24,075
|
|
|
$
|
18,743
|
|
|
$
|
5,332
|
|
|
28
|
%
|
|
For the Nine Months Ended December 31,
|
|||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
21,412
|
|
|
$
|
21,412
|
|
|
$
|
—
|
|
|
—
|
%
|
Phase II Deployment
|
5,643
|
|
|
5,642
|
|
|
1
|
|
|
—
|
%
|
|||
Services
|
159
|
|
|
161
|
|
|
(2
|
)
|
|
(1
|
)%
|
|||
Content & Entertainment
|
141
|
|
|
149
|
|
|
(8
|
)
|
|
(5
|
)%
|
|||
Corporate
|
812
|
|
|
537
|
|
|
275
|
|
|
51
|
%
|
|||
|
$
|
28,167
|
|
|
$
|
27,901
|
|
|
$
|
266
|
|
|
1
|
%
|
|
For the Nine Months Ended December 31,
|
|||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
10,352
|
|
|
$
|
11,522
|
|
|
$
|
(1,170
|
)
|
|
(10
|
)%
|
Phase II Deployment
|
1,183
|
|
|
1,518
|
|
|
(335
|
)
|
|
(22
|
)%
|
|||
Corporate
|
3,422
|
|
|
1,467
|
|
|
1,955
|
|
|
133
|
%
|
|||
|
$
|
14,957
|
|
|
$
|
14,507
|
|
|
$
|
450
|
|
|
3
|
%
|
|
|
For the Nine Months Ended December 31,
|
||||||
($ in thousands)
|
|
2014
|
|
2013
|
||||
Net loss from continuing operations
|
|
$
|
(17,337
|
)
|
|
$
|
(13,495
|
)
|
Add Back
:
|
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
|
28,167
|
|
|
27,901
|
|
||
Amortization of intangible assets
|
|
4,811
|
|
|
2,055
|
|
||
Interest expense, net
|
|
14,957
|
|
|
14,507
|
|
||
Loss on investment in non-consolidated entity
|
|
—
|
|
|
1,812
|
|
||
Other income, net
|
|
(69
|
)
|
|
(269
|
)
|
||
Change in fair value of interest rate derivatives
|
|
281
|
|
|
(796
|
)
|
||
Stock-based compensation and expenses
|
|
1,472
|
|
|
1,803
|
|
||
Restructuring, transition and acquisitions expense, net
|
|
2,250
|
|
|
2,421
|
|
||
Professional fees pertaining to litigation and compliance
|
|
1,009
|
|
|
—
|
|
||
Allocated costs attributable to discontinued operations
|
|
—
|
|
|
1,208
|
|
||
Adjusted EBITDA
|
|
$
|
35,541
|
|
|
$
|
37,147
|
|
|
|
|
|
|
||||
Adjustments related to the Phase I and Phase II Deployments
:
|
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
|
$
|
(27,055
|
)
|
|
$
|
(27,054
|
)
|
Amortization of intangible assets
|
|
(34
|
)
|
|
(39
|
)
|
||
Income from operations
|
|
(8,126
|
)
|
|
(8,351
|
)
|
||
Intersegment services fees earned
|
|
—
|
|
|
16
|
|
||
Adjusted EBITDA from non-deployment businesses
|
|
$
|
326
|
|
|
$
|
1,719
|
|
Computer equipment and software
|
3-5 years
|
Digital cinema projection systems
|
10 years
|
Machinery and equipment
|
3-10 years
|
Furniture and fixtures
|
3-6 years
|
|
Payments Due
|
||||||||||||||||||
Contractual Obligations ($ in thousands)
|
Total
|
|
2015
|
|
2016 &
2017
|
|
2018 &
2019
|
|
Thereafter
|
||||||||||
Long-term recourse debt
(1)
|
$
|
43,611
|
|
|
$
|
23,794
|
|
|
$
|
14,817
|
|
|
$
|
5,000
|
|
|
$
|
—
|
|
Long-term non-recourse debt
(2)
|
180,471
|
|
|
33,157
|
|
|
55,471
|
|
|
11,245
|
|
|
80,598
|
|
|||||
Capital lease obligations
(3)
|
5,614
|
|
|
628
|
|
|
1,387
|
|
|
1,225
|
|
|
2,374
|
|
|||||
Debt-related obligations, principal
|
$
|
229,696
|
|
|
$
|
57,579
|
|
|
$
|
71,675
|
|
|
$
|
17,470
|
|
|
$
|
82,972
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on recourse debt
(1)
|
$
|
3,496
|
|
|
$
|
1,343
|
|
|
$
|
1,539
|
|
|
$
|
614
|
|
|
$
|
—
|
|
Interest on non-recourse debt
(2)
|
58,565
|
|
|
11,124
|
|
|
19,258
|
|
|
17,140
|
|
|
11,043
|
|
|||||
Interest on capital leases
(3)
|
3,935
|
|
|
779
|
|
|
1,312
|
|
|
844
|
|
|
1,000
|
|
|||||
Total interest
|
$
|
65,996
|
|
|
$
|
13,246
|
|
|
$
|
22,109
|
|
|
$
|
18,598
|
|
|
$
|
12,043
|
|
Total debt-related obligations
|
$
|
295,692
|
|
|
$
|
70,825
|
|
|
$
|
93,784
|
|
|
$
|
36,068
|
|
|
$
|
95,015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total non-recourse debt including interest
|
$
|
239,036
|
|
|
$
|
44,281
|
|
|
$
|
74,729
|
|
|
$
|
28,385
|
|
|
$
|
91,641
|
|
Operating lease obligations
(4)
|
$
|
9,441
|
|
|
$
|
1,941
|
|
|
$
|
2,723
|
|
|
$
|
2,509
|
|
|
$
|
2,268
|
|
(1)
|
Recourse debt includes the Cinedigm Credit Agreement and the 2013 Notes.
|
(2)
|
Non-recourse debt is generally defined as debt whereby the lenders’ sole recourse with respect to defaults by the borrower is limited to the value of the asset, which is collateral for the debt. The 2013 Term Loans are not guaranteed by the Company or its other subsidiaries, other than Phase 1 DC and CDF I, the 2013 Prospect Loan is not guaranteed by the Company or its other subsidiaries, other than Phase 1 DC and DC Holdings LLC, and the KBC Facilities are not guaranteed by the Company or its other subsidiaries, other than Phase 2 DC.
|
(3)
|
Represents the capital lease and capital lease interest for the Pavilion Theatre and capital leases on information technology equipment. The Company has remained the primary obligor on the Pavilion capital lease, and therefore, the capital lease obligation and related assets under the capital lease remain on the Company's consolidated financial statements as of
December 31, 2014
. The Company has, however, entered into a sub-lease agreement with the unrelated third party purchaser which pays the capital lease and as such, has no continuing involvement in the operation of the Pavilion Theatre. This capital lease was previously included in discontinued operations.
|
(4)
|
Includes the remaining operating lease agreement for one IDC lease now operated and paid for by FiberMedia, consisting of unrelated third parties. FiberMedia currently pays the lease directly to the landlord and the Company continues to attempt to obtain landlord consent to assign the facility lease to FiberMedia. Until such landlord consent is obtained, the Company will remain as the lessee.
|
|
|
|
|
Date:
|
February 12, 2015
|
By:
|
/s/ Christopher J. McGurk
|
|
|
|
Christopher J. McGurk
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
|
|
|
|
|
Date:
|
February 12, 2015
|
By:
|
/s/ Jeffrey S. Edell
|
|
|
|
Jeffrey S. Edell
Chief Financial Officer (Principal Financial Officer) |
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
10.1
|
‑‑
|
Employment Agreement between Cinedigm Corp. and William Sondheim dated as of December 4, 2014.
|
31.1
|
‑‑
|
Officer's Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
‑‑
|
Officer's Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
‑‑
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
‑‑
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
‑‑
|
XBRL Instance Document.
|
101.SCH
|
‑‑
|
XBRL Taxonomy Extension Schema.
|
101.CAL
|
‑‑
|
XBRL Taxonomy Extension Calculation.
|
101.DEF
|
‑‑
|
XBRL Taxonomy Extension Definition.
|
101.LAB
|
‑‑
|
XBRL Taxonomy Extension Label.
|
101.PRE
|
‑‑
|
XBRL Taxonomy Extension Presentation.
|
1.
|
I have reviewed this Form 10-Q of Cinedigm Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
Date:
|
February 12, 2015
|
|
By:
|
/s/ Christopher J. McGurk
|
|
|
|
|
Christopher J. McGurk
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
|
1.
|
I have reviewed this Form 10-Q of Cinedigm Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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Date:
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February 12, 2015
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By:
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/s/ Jeffrey S. Edell
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Jeffrey S. Edell
Chief Financial Officer (Principal Financial Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
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Date:
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February 12, 2015
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By:
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/s/ Christopher J. McGurk
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Christopher J. McGurk
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
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Date:
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February 12, 2015
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By:
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/s/ Jeffrey S. Edell
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Jeffrey S. Edell
Chief Financial Officer (Principal Financial Officer)
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