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.
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|
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Page
|
|
PART I --
|
FINANCIAL INFORMATION
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
|
Condensed Consolidated Balance Sheets at June 30, 2015 (Unaudited) and March 31, 2015
|
|
|
Unaudited Condensed Consolidated Statements of Operations for the Three Months ended June 30, 2015 and 2014
|
|
|
Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three Months ended June 30, 2015 and 2014
|
|
|
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended June 30, 2015 and 2014
|
|
|
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
|
|
|
June 30, 2015
|
|
March 31, 2015
|
||||
ASSETS
|
(Unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
29,247
|
|
|
$
|
18,999
|
|
Accounts receivable, net
|
55,910
|
|
|
59,591
|
|
||
Inventory
|
3,079
|
|
|
3,210
|
|
||
Unbilled revenue
|
4,931
|
|
|
5,065
|
|
||
Prepaid and other current assets
|
18,884
|
|
|
19,950
|
|
||
Note receivable, current portion
|
130
|
|
|
128
|
|
||
Total current assets
|
112,181
|
|
|
106,943
|
|
||
Restricted cash
|
6,751
|
|
|
6,751
|
|
||
Security deposits
|
156
|
|
|
156
|
|
||
Property and equipment, net
|
89,784
|
|
|
98,561
|
|
||
Intangible assets, net
|
30,328
|
|
|
31,784
|
|
||
Goodwill
|
26,701
|
|
|
26,701
|
|
||
Debt issuance costs, net
|
9,904
|
|
|
7,586
|
|
||
Accounts receivable, long-term
|
1,187
|
|
|
1,208
|
|
||
Note receivable, net of current portion
|
16
|
|
|
15
|
|
||
Total assets
|
$
|
277,008
|
|
|
$
|
279,705
|
|
|
|
June 30, 2015
|
|
March 31, 2015
|
||||
LIABILITIES AND DEFICIT
|
|
(Unaudited)
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
72,954
|
|
|
$
|
77,147
|
|
Current portion of notes payable, non-recourse (see Note 5)
|
|
32,607
|
|
|
32,973
|
|
||
Current portion of notes payable
|
|
15,127
|
|
|
24,294
|
|
||
Current portion of capital leases
|
|
658
|
|
|
640
|
|
||
Current portion of deferred revenue
|
|
2,846
|
|
|
2,760
|
|
||
Total current liabilities
|
|
124,192
|
|
|
137,814
|
|
||
Notes payable, non-recourse, net of current portion (see Note 5)
|
|
114,531
|
|
|
124,325
|
|
||
Notes payable, net of current portion
|
|
67,857
|
|
|
21,750
|
|
||
Capital leases, net of current portion
|
|
4,688
|
|
|
4,855
|
|
||
Deferred revenue, net of current portion
|
|
9,394
|
|
|
10,098
|
|
||
Total liabilities
|
|
320,662
|
|
|
298,842
|
|
||
Commitments and contingencies (see Note 7)
|
|
|
|
|
|
|||
Stockholders’ Deficit
|
|
|
|
|
|
|
||
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 June 30, 2015 and March 31, 2015, respectively. Liquidation preference of $3,648 |
|
3,559
|
|
|
3,559
|
|
||
Class A common stock, $0.001 par value per share; 210,000,000 and 210,000,000 shares authorized; 77,266,774 and 77,178,494 shares issued and 74,494,334 and 77,075,614 shares outstanding at June 30, 2015 and March 31, 2015, respectively
|
|
77
|
|
|
77
|
|
||
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 June 30, 2015 and March 31, 2015, respectively
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
266,981
|
|
|
277,984
|
|
||
Treasury stock, at cost; 2,772,440 and 51,440 Class A common shares at June 30, 2015 and March 31, 2015, respectively
|
|
(2,839
|
)
|
|
(172
|
)
|
||
Accumulated deficit
|
|
(311,324
|
)
|
|
(300,350
|
)
|
||
Accumulated other comprehensive loss
|
|
(59
|
)
|
|
(57
|
)
|
||
Total stockholders’ deficit of Cinedigm Corp.
|
|
(43,605
|
)
|
|
(18,959
|
)
|
||
Deficit attributable to noncontrolling interest
|
|
(49
|
)
|
|
(178
|
)
|
||
Total deficit
|
|
(43,654
|
)
|
|
$
|
(19,137
|
)
|
|
Total liabilities and deficit
|
|
$
|
277,008
|
|
|
$
|
279,705
|
|
|
For the Three Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Revenues
|
$
|
22,828
|
|
|
$
|
22,857
|
|
Costs and expenses:
|
|
|
|
||||
Direct operating (excludes depreciation and amortization shown below)
|
7,292
|
|
|
8,504
|
|
||
Selling, general and administrative
|
9,616
|
|
|
7,709
|
|
||
Provision for doubtful accounts
|
339
|
|
|
94
|
|
||
Restructuring, transition and acquisition expenses, net
|
133
|
|
|
946
|
|
||
Depreciation and amortization of property and equipment
|
9,357
|
|
|
9,376
|
|
||
Amortization of intangible assets
|
1,459
|
|
|
1,885
|
|
||
Total operating expenses
|
28,196
|
|
|
28,514
|
|
||
Loss from operations
|
(5,368
|
)
|
|
(5,657
|
)
|
||
Interest expense, net
|
(5,130
|
)
|
|
(5,035
|
)
|
||
Loss on extinguishment of debt
|
(931
|
)
|
|
—
|
|
||
Other income, net
|
108
|
|
|
139
|
|
||
Change in fair value of interest rate derivatives
|
2
|
|
|
(259
|
)
|
||
Loss from continuing operations
|
(11,319
|
)
|
|
(10,812
|
)
|
||
Income from discontinued operations
|
—
|
|
|
149
|
|
||
Net loss
|
(11,319
|
)
|
|
(10,663
|
)
|
||
Net loss attributable to noncontrolling interest
|
434
|
|
|
—
|
|
||
Net loss attributable to controlling interests
|
(10,885
|
)
|
|
(10,663
|
)
|
||
Preferred stock dividends
|
(89
|
)
|
|
(89
|
)
|
||
Net loss attributable to common stockholders
|
$
|
(10,974
|
)
|
|
$
|
(10,752
|
)
|
Net loss per Class A and Class B common share attributable to common shareholders - basic and diluted:
|
|
|
|
||||
Loss from continuing operations
|
$
|
(0.16
|
)
|
|
$
|
(0.14
|
)
|
Net loss attributable to common shareholders
|
$
|
(0.16
|
)
|
|
$
|
(0.14
|
)
|
Weighted average number of Class A and Class B common shares outstanding: basic and diluted
|
67,321,777
|
|
|
76,567,128
|
|
|
|
For the Three Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Net loss
|
|
$
|
(11,319
|
)
|
|
$
|
(10,663
|
)
|
Other comprehensive (loss) income: foreign exchange translation
|
|
(2
|
)
|
|
56
|
|
||
Comprehensive loss
|
|
(11,321
|
)
|
|
(10,607
|
)
|
||
Less: comprehensive loss attributable to noncontrolling interest
|
|
434
|
|
|
—
|
|
||
Comprehensive loss attributable to controlling interests
|
|
$
|
(10,887
|
)
|
|
$
|
(10,607
|
)
|
|
For the Three Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(11,319
|
)
|
|
$
|
(10,663
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of property and equipment and amortization of intangible assets
|
10,816
|
|
|
11,261
|
|
||
Amortization of debt issuance costs included in interest expense
|
587
|
|
|
437
|
|
||
Provision for doubtful accounts
|
339
|
|
|
94
|
|
||
Stock-based compensation and expenses
|
672
|
|
|
651
|
|
||
Change in fair value of interest rate derivatives
|
(2
|
)
|
|
259
|
|
||
Accretion and PIK interest expense added to note payable
|
565
|
|
|
631
|
|
||
Loss on extinguishment of debt
|
931
|
|
|
—
|
|
||
Changes in operating assets and liabilities, net of acquisitions and dispositions:
|
|
|
|
||||
Accounts receivable
|
3,363
|
|
|
19,301
|
|
||
Inventory
|
131
|
|
|
294
|
|
||
Unbilled revenue
|
134
|
|
|
394
|
|
||
Prepaid expenses and other assets
|
1,024
|
|
|
471
|
|
||
Accounts payable, accrued expenses and other liabilities
|
(4,518
|
)
|
|
(20,115
|
)
|
||
Deferred revenue
|
(618
|
)
|
|
(591
|
)
|
||
Net cash provided by operating activities
|
2,105
|
|
|
2,424
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Contributions from noncontrolling interest
|
563
|
|
|
—
|
|
||
Purchases of property and equipment
|
(580
|
)
|
|
(331
|
)
|
||
Purchases of intangible assets
|
(3
|
)
|
|
(4
|
)
|
||
Additions to capitalized software costs
|
—
|
|
|
(483
|
)
|
||
Net cash used in investing activities
|
(20
|
)
|
|
(818
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payment of notes payable
|
(28,796
|
)
|
|
(14,862
|
)
|
||
Net repayments under revolving credit agreement
|
(9,167
|
)
|
|
—
|
|
||
Proceeds from issuance of 5.5% Convertible Notes
|
64,000
|
|
|
—
|
|
||
Payment for structured stock repurchase forward contract
|
(11,440
|
)
|
|
—
|
|
||
Repurchase of Class A common stock
|
(2,667
|
)
|
|
—
|
|
||
Principal payments on capital leases
|
(149
|
)
|
|
(147
|
)
|
||
Payments of debt issuance costs
|
(3,618
|
)
|
|
—
|
|
||
Costs associated with issuance of Class A common stock
|
—
|
|
|
(70
|
)
|
||
Net cash provided by (used in) financing activities
|
8,163
|
|
|
(15,079
|
)
|
||
Net change in cash and cash equivalents
|
10,248
|
|
|
(13,473
|
)
|
||
Cash and cash equivalents at beginning of period
|
18,999
|
|
|
50,215
|
|
||
Cash and cash equivalents at end of period
|
$
|
29,247
|
|
|
$
|
36,742
|
|
1.
|
NATURE OF OPERATIONS
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
(in thousands)
|
|
As of June 30, 2015
|
|
As of March 31, 2015
|
||||
Reserve account related to the 2013 Term Loans
|
|
$
|
5,751
|
|
|
$
|
5,751
|
|
Reserve account related to the 2013 Prospect Loan Agreement
|
|
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 our own assumptions in determining the fair value of investments)
|
|
|
As of June 30, 2015
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Restricted cash
|
|
$
|
6,751
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,751
|
|
Interest rate derivatives
|
|
—
|
|
|
172
|
|
|
—
|
|
|
172
|
|
||||
|
|
$
|
6,751
|
|
|
$
|
172
|
|
|
$
|
—
|
|
|
$
|
6,923
|
|
|
|
As of March 31, 2015
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Restricted cash
|
|
$
|
6,751
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,751
|
|
Interest rate derivatives
|
|
—
|
|
|
208
|
|
|
—
|
|
|
28
|
|
||||
|
|
$
|
6,751
|
|
|
$
|
208
|
|
|
$
|
—
|
|
|
$
|
6,959
|
|
|
|
For the Three Months Ended June 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Direct operating
|
|
$
|
6
|
|
|
$
|
3
|
|
Selling, general and administrative
|
|
666
|
|
|
615
|
|
||
|
|
$
|
672
|
|
|
$
|
618
|
|
|
|
For the Three Months Ended June 30,
|
||||
Assumptions for Option Grants
|
|
2015
|
|
2014
|
||
Range of risk-free interest rates
|
|
1.4 - 1.7%
|
|
|
1.6 - 1.7%
|
|
Dividend yield
|
|
—
|
|
|
—
|
|
Expected life (years)
|
|
5
|
|
|
5
|
|
Range of expected volatilities
|
|
70.6 - 70.9%
|
|
|
71.7 - 72.1%
|
|
Basic and diluted net loss per common share attributable to common shareholders =
|
Net loss attributable to common shareholders
|
Weighted average number of common stock shares
outstanding during the period
|
3.
|
DISCONTINUED OPERATIONS
|
(In thousands)
|
|
For the Three Months Ended June 30, 2014
|
||
Revenues
|
|
$
|
1,049
|
|
Costs and Expenses:
|
|
|
||
Direct operating
|
|
175
|
|
|
Selling, general and administrative
|
|
532
|
|
|
Research and development
|
|
9
|
|
|
Total operating expenses
|
|
716
|
|
|
Income from operations
|
|
333
|
|
|
Other expense, net
|
|
(85
|
)
|
|
Income before provision for income taxes
|
|
248
|
|
|
Provision for income taxes
|
|
99
|
|
|
Income from discontinued operations, net of taxes
|
|
$
|
149
|
|
4.
|
OTHER INTERESTS
|
5.
|
NOTES PAYABLE
|
|
|
As of June 30, 2015
|
|
As of March 31, 2015
|
||||||||||||
(In thousands)
|
|
Current Portion
|
|
Long Term Portion
|
|
Current Portion
|
|
Long Term Portion
|
||||||||
2013 Term Loans, net of debt discount
|
|
$
|
24,750
|
|
|
$
|
29,089
|
|
|
$
|
25,125
|
|
|
$
|
36,418
|
|
Prospect Loan
|
|
—
|
|
|
67,449
|
|
|
—
|
|
|
67,967
|
|
||||
KBC Facilities
|
|
7,649
|
|
|
17,451
|
|
|
7,649
|
|
|
19,361
|
|
||||
P2 Vendor Note
|
|
133
|
|
|
375
|
|
|
125
|
|
|
393
|
|
||||
P2 Exhibitor Notes
|
|
75
|
|
|
167
|
|
|
74
|
|
|
186
|
|
||||
Total non-recourse notes payable
|
|
$
|
32,607
|
|
|
$
|
114,531
|
|
|
$
|
32,973
|
|
|
$
|
124,325
|
|
|
|
|
|
|
|
|
|
|
||||||||
5.5% Senior Convertible Notes Due 2035
|
|
—
|
|
|
64,000
|
|
|
—
|
|
|
—
|
|
||||
Cinedigm Term Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,965
|
|
||||
Cinedigm Revolving Loans
|
|
15,127
|
|
|
—
|
|
|
24,294
|
|
|
—
|
|
||||
2013 Notes
|
|
—
|
|
|
3,857
|
|
|
—
|
|
|
3,785
|
|
||||
Total recourse notes payable
|
|
$
|
15,127
|
|
|
$
|
67,857
|
|
|
$
|
24,294
|
|
|
$
|
21,750
|
|
Total notes payable
|
|
$
|
47,734
|
|
|
$
|
182,388
|
|
|
$
|
57,267
|
|
|
$
|
146,075
|
|
(In thousands)
|
|
As of June 30, 2015
|
|
As of March 31, 2015
|
||||
2013 Term Loans, at issuance, net
|
|
$
|
125,087
|
|
|
$
|
125,087
|
|
Payments to date
|
|
(71,070
|
)
|
|
(63,348
|
)
|
||
Discount on 2013 Term Loans
|
|
(178
|
)
|
|
(196
|
)
|
||
2013 Term Loans, net
|
|
53,839
|
|
|
61,543
|
|
||
Less current portion
|
|
(24,750
|
)
|
|
(25,125
|
)
|
||
Total long term portion
|
|
$
|
29,089
|
|
|
$
|
36,418
|
|
•
|
5.0%
of the principal amount prepaid between the
second
and
third
anniversaries of issuance;
|
•
|
4.0%
of the principal amount prepaid between the
third
and
fourth
anniversaries of issuance;
|
•
|
3.0%
of the principal amount prepaid between the
fourth
and
fifth
anniversaries of issuance;
|
•
|
2.0%
of the principal amount prepaid between the
fifth
and
sixth
anniversary of issuance;
|
•
|
1.0%
of the principal amount prepaid between the
sixth
and
seventh
anniversaries of issuance; and
|
•
|
No penalty if the balance of the Prospect Loan, including accrued interest, is prepaid thereafter.
|
(In thousands)
|
|
As of June 30, 2015
|
|
As of March 31, 2015
|
||||
Prospect Loan, at issuance
|
|
$
|
70,000
|
|
|
$
|
70,000
|
|
PIK Interest
|
|
4,066
|
|
|
3,640
|
|
||
Payments to date
|
|
(6,617
|
)
|
|
(5,673
|
)
|
||
Prospect Loan, net
|
|
67,449
|
|
|
67,967
|
|
||
Less current portion
|
|
—
|
|
|
—
|
|
||
Total long term portion
|
|
$
|
67,449
|
|
|
$
|
67,967
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance
|
||||||||
Facility
1
|
|
Credit Facility
|
|
Interest Rate
2
|
|
Maturity Date
|
|
As of June 30, 2015
|
|
As of March 31, 2015
|
||||||
1
|
|
|
22,336
|
|
|
3.75
|
%
|
|
September 2018
|
|
9,574
|
|
|
10,371
|
|
|
2
|
|
|
13,312
|
|
|
3.75
|
%
|
|
September 2018
|
|
6,181
|
|
|
6,656
|
|
|
3
|
|
|
11,425
|
|
|
3.75
|
%
|
|
March 2019
|
|
6,120
|
|
|
6,528
|
|
|
4
|
|
|
6,450
|
|
|
3.75
|
%
|
|
December 2018
|
|
3,225
|
|
|
3,455
|
|
|
|
|
$
|
53,523
|
|
|
|
|
|
|
25,100
|
|
|
27,010
|
|
1.
|
For each facility, principal is to be repaid in twenty-eight quarterly installments.
|
2.
|
Each of the facilities bears interest at the three-month LIBOR rate, which was
0.28%
at
June 30, 2015
, plus the interest rate noted above.
|
Risk free interest rate
|
|
1.38
|
%
|
Dividend yield
|
|
—
|
|
Expected life (years)
|
|
5
|
|
Expected volatility
|
|
76.25
|
%
|
6.
|
STOCKHOLDERS’ DEFICIT
|
|
Shares Under Option
|
|
Weighted Average Exercise Price
Per Share
|
|||
Balance at March 31, 2015
|
5,908,670
|
|
|
$
|
1.72
|
|
Granted
|
125,000
|
|
|
0.90
|
|
|
Exercised
|
(25,000
|
)
|
|
1.51
|
|
|
Canceled/forfeited
|
(138,250
|
)
|
|
2.36
|
|
|
Balance at June 30, 2015
|
5,870,420
|
|
|
1.69
|
|
7.
|
COMMITMENTS AND CONTINGENCIES
|
8.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
For the Three Months Ended June 30,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Cash interest paid
|
|
$
|
6,794
|
|
|
$
|
4,475
|
|
Accrued dividends on preferred stock
|
|
$
|
89
|
|
|
$
|
89
|
|
Issuance of common stock for payment of preferred stock dividends
|
|
$
|
89
|
|
|
$
|
89
|
|
9.
|
SEGMENT INFORMATION
|
Operations of:
|
Products and services provided:
|
Phase I Deployment
|
Financing vehicles and administrators for our 3,724 Systems installed nationwide, for which we retain 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 II Deployment
|
Financing vehicles and administrators for our 8,904 Systems installed domestically and internationally, for which we retain 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.
|
Services
|
Provides monitoring, collection, verification and other management services to our Phase I Deployment, Phase II Deployment, CDF2 Holdings, as well as to exhibitors who purchase their own equipment. Services also collects and disburses VPFs from motion picture studios, distributors and ACFs from alternative content providers, movie exhibitors and theatrical exhibitors.
|
Content & Entertainment
|
Leading distributor of independent content, and collaborates with producers and other content owners to market, source, curate and distribute independent content to targeted and profitable audiences in theatres and homes, and via mobile and emerging platforms.
|
|
|
As of June 30, 2015
|
||||||||||||||||||||||
(In thousands)
|
|
Intangible Assets, net
|
|
Goodwill
|
|
Total Assets
|
|
Notes Payable, Non-Recourse
|
|
Notes Payable
|
|
Capital Leases
|
||||||||||||
Phase I Deployment
|
|
$
|
244
|
|
|
$
|
—
|
|
|
$
|
71,795
|
|
|
$
|
121,288
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Phase II Deployment
|
|
—
|
|
|
—
|
|
|
61,393
|
|
|
25,850
|
|
|
—
|
|
|
—
|
|
||||||
Services
|
|
—
|
|
|
—
|
|
|
1,182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Content & Entertainment
|
|
30,071
|
|
|
26,701
|
|
|
117,631
|
|
|
—
|
|
|
—
|
|
|
85
|
|
||||||
Corporate
|
|
13
|
|
|
—
|
|
|
25,007
|
|
|
—
|
|
|
82,984
|
|
|
5,261
|
|
||||||
Total
|
|
$
|
30,328
|
|
|
$
|
26,701
|
|
|
$
|
277,008
|
|
|
$
|
147,138
|
|
|
$
|
82,984
|
|
|
$
|
5,346
|
|
|
|
As of March 31, 2015
|
||||||||||||||||||||||
(In thousands)
|
|
Intangible Assets, net
|
|
Goodwill
|
|
Total Assets
|
|
Notes Payable, Non-Recourse
|
|
Notes Payable
|
|
Capital Leases
|
||||||||||||
Phase I Deployment
|
|
$
|
252
|
|
|
$
|
—
|
|
|
$
|
80,381
|
|
|
$
|
129,508
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Phase II Deployment
|
|
—
|
|
|
—
|
|
|
61,502
|
|
|
27,790
|
|
|
—
|
|
|
—
|
|
||||||
Services
|
|
—
|
|
|
—
|
|
|
1,084
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Content & Entertainment
|
|
31,520
|
|
|
26,701
|
|
|
122,610
|
|
|
—
|
|
|
—
|
|
|
84
|
|
||||||
Corporate
|
|
12
|
|
|
—
|
|
|
14,128
|
|
|
—
|
|
|
46,044
|
|
|
5,411
|
|
||||||
Total
|
|
$
|
31,784
|
|
|
$
|
26,701
|
|
|
$
|
279,705
|
|
|
$
|
157,298
|
|
|
$
|
46,044
|
|
|
$
|
5,495
|
|
|
|
Statements of Operations
|
||||||||||||||||||||||
|
|
For the Three Months Ended June 30, 2015
|
||||||||||||||||||||||
|
|
(Unaudited, in thousands)
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Revenues
|
|
$
|
8,142
|
|
|
$
|
2,895
|
|
|
$
|
2,693
|
|
|
$
|
9,098
|
|
|
$
|
—
|
|
|
$
|
22,828
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
225
|
|
|
91
|
|
|
4
|
|
|
6,972
|
|
|
—
|
|
|
7,292
|
|
||||||
Selling, general and administrative
|
|
253
|
|
|
41
|
|
|
210
|
|
|
5,228
|
|
|
3,884
|
|
|
9,616
|
|
||||||
Allocation of Corporate overhead
|
|
|
|
|
|
|
|
402
|
|
|
1,347
|
|
|
(1,749
|
)
|
|
—
|
|
||||||
Provision for doubtful accounts
|
|
241
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
339
|
|
||||||
Restructuring, transition and acquisition expenses, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133
|
|
|
133
|
|
||||||
Depreciation and amortization of property and equipment
|
|
7,153
|
|
|
1,881
|
|
|
—
|
|
|
40
|
|
|
283
|
|
|
9,357
|
|
||||||
Amortization of intangible assets
|
|
8
|
|
|
—
|
|
|
|
|
|
1,450
|
|
|
1
|
|
|
1,459
|
|
||||||
Total operating expenses
|
|
7,880
|
|
|
2,111
|
|
|
616
|
|
|
15,037
|
|
|
2,552
|
|
|
28,196
|
|
||||||
Income (loss) from operations
|
|
$
|
262
|
|
|
$
|
784
|
|
|
$
|
2,077
|
|
|
$
|
(5,939
|
)
|
|
$
|
(2,552
|
)
|
|
$
|
(5,368
|
)
|
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Direct operating
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
598
|
|
|
666
|
|
||||||
Total stock-based compensation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
70
|
|
|
$
|
598
|
|
|
$
|
672
|
|
|
|
Statements of Operations
|
||||||||||||||||||||||
|
|
For the Three Months Ended June 30, 2014
|
||||||||||||||||||||||
|
|
(Unaudited, in thousands)
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Revenues
|
|
$
|
9,484
|
|
|
$
|
3,171
|
|
|
$
|
3,060
|
|
|
$
|
7,142
|
|
|
$
|
—
|
|
|
$
|
22,857
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
244
|
|
|
137
|
|
|
51
|
|
|
8,072
|
|
|
—
|
|
|
8,504
|
|
||||||
Selling, general and administrative
|
|
95
|
|
|
39
|
|
|
200
|
|
|
4,494
|
|
|
2,881
|
|
|
7,709
|
|
||||||
Allocation of Corporate overhead
|
|
—
|
|
|
—
|
|
|
466
|
|
|
1,353
|
|
|
(1,819
|
)
|
|
—
|
|
||||||
Provision for doubtful accounts
|
|
60
|
|
|
21
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
94
|
|
||||||
Restructuring, transition and acquisition expenses, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
842
|
|
|
104
|
|
|
946
|
|
||||||
Depreciation and amortization of property and equipment
|
|
7,137
|
|
|
1,881
|
|
|
53
|
|
|
41
|
|
|
264
|
|
|
9,376
|
|
||||||
Amortization of intangible assets
|
|
11
|
|
|
—
|
|
|
—
|
|
|
1,873
|
|
|
1
|
|
|
1,885
|
|
||||||
Total operating expenses
|
|
7,547
|
|
|
2,078
|
|
|
783
|
|
|
16,675
|
|
|
1,431
|
|
|
28,514
|
|
||||||
Income (loss) from operations
|
|
$
|
1,937
|
|
|
$
|
1,093
|
|
|
$
|
2,277
|
|
|
$
|
(9,533
|
)
|
|
$
|
(1,431
|
)
|
|
$
|
(5,657
|
)
|
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Direct operating
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
4
|
|
|
64
|
|
|
547
|
|
|
615
|
|
||||||
Total stock-based compensation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
67
|
|
|
$
|
547
|
|
|
$
|
618
|
|
10.
|
SUBSEQUENT EVENT
|
|
For the Three Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
8,142
|
|
|
$
|
9,484
|
|
|
$
|
(1,342
|
)
|
|
(14
|
)%
|
Phase II Deployment
|
2,895
|
|
|
3,171
|
|
|
(276
|
)
|
|
(9
|
)%
|
|||
Services
|
2,693
|
|
|
3,060
|
|
|
(367
|
)
|
|
(12
|
)%
|
|||
Content & Entertainment
|
9,098
|
|
|
7,142
|
|
|
1,956
|
|
|
27
|
%
|
|||
|
$
|
22,828
|
|
|
$
|
22,857
|
|
|
$
|
(29
|
)
|
|
—
|
%
|
|
For the Three Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
225
|
|
|
$
|
244
|
|
|
$
|
(19
|
)
|
|
(8
|
)%
|
Phase II Deployment
|
91
|
|
|
137
|
|
|
(46
|
)
|
|
(34
|
)%
|
|||
Services
|
4
|
|
|
51
|
|
|
(47
|
)
|
|
(92
|
)%
|
|||
Content & Entertainment
|
6,972
|
|
|
8,072
|
|
|
(1,100
|
)
|
|
(14
|
)%
|
|||
|
$
|
7,292
|
|
|
$
|
8,504
|
|
|
$
|
(1,212
|
)
|
|
(14
|
)%
|
|
For the Three Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
253
|
|
|
$
|
95
|
|
|
$
|
158
|
|
|
166
|
%
|
Phase II Deployment
|
41
|
|
|
39
|
|
|
2
|
|
|
5
|
%
|
|||
Services
|
210
|
|
|
200
|
|
|
10
|
|
|
5
|
%
|
|||
Content & Entertainment
|
5,228
|
|
|
4,494
|
|
|
734
|
|
|
16
|
%
|
|||
Corporate
|
3,884
|
|
|
2,881
|
|
|
1,003
|
|
|
35
|
%
|
|||
|
$
|
9,616
|
|
|
$
|
7,709
|
|
|
$
|
1,907
|
|
|
25
|
%
|
|
For the Three Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
7,153
|
|
|
$
|
7,137
|
|
|
$
|
16
|
|
|
—
|
%
|
Phase II Deployment
|
1,881
|
|
|
1,881
|
|
|
—
|
|
|
—
|
%
|
|||
Services
|
—
|
|
|
53
|
|
|
(53
|
)
|
|
(100
|
)%
|
|||
Content & Entertainment
|
40
|
|
|
41
|
|
|
(1
|
)
|
|
(2
|
)%
|
|||
Corporate
|
283
|
|
|
264
|
|
|
19
|
|
|
7
|
%
|
|||
|
$
|
9,357
|
|
|
$
|
9,376
|
|
|
$
|
(19
|
)
|
|
—
|
%
|
|
For the Three Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
3,145
|
|
|
$
|
3,528
|
|
|
$
|
(383
|
)
|
|
(11
|
)%
|
Phase II Deployment
|
336
|
|
|
412
|
|
|
(76
|
)
|
|
(18
|
)%
|
|||
Corporate
|
1,649
|
|
|
1,095
|
|
|
554
|
|
|
51
|
%
|
|||
|
$
|
5,130
|
|
|
$
|
5,035
|
|
|
$
|
95
|
|
|
2
|
%
|
|
|
For the Three Months Ended June 30,
|
||||||
($ in thousands)
|
|
2015
|
|
2014
|
||||
Net loss from continuing operations
|
|
$
|
(11,319
|
)
|
|
$
|
(10,812
|
)
|
Add Back
:
|
|
|
|
|
|
|
||
Depreciation and amortization of property and equipment
|
|
9,357
|
|
|
9,376
|
|
||
Amortization of intangible assets
|
|
1,459
|
|
|
1,885
|
|
||
Interest expense, net
|
|
5,130
|
|
|
5,035
|
|
||
Loss on extinguishment of debt
|
|
931
|
|
|
—
|
|
||
Other income, net
|
|
(108
|
)
|
|
(139
|
)
|
||
Change in fair value of interest rate derivatives
|
|
(2
|
)
|
|
259
|
|
||
Stock-based compensation and expenses
|
|
672
|
|
|
618
|
|
||
Restructuring, transition and acquisition expenses, net
|
|
133
|
|
|
946
|
|
||
Professional fees pertaining to litigation and compliance
|
|
1,098
|
|
|
111
|
|
||
Net loss attributable to noncontrolling interest
|
|
434
|
|
|
—
|
|
||
Adjusted EBITDA
|
|
$
|
7,785
|
|
|
$
|
7,279
|
|
|
|
|
|
|
|
|
||
Adjustments related to the Phase I and Phase II Deployments
:
|
|
|
|
|
|
|
||
Depreciation and amortization of property and equipment
|
|
$
|
(9,034
|
)
|
|
$
|
(9,018
|
)
|
Amortization of intangible assets
|
|
(8
|
)
|
|
(11
|
)
|
||
Income from operations
|
|
(1,046
|
)
|
|
(3,030
|
)
|
||
Adjusted EBITDA from non-deployment businesses
|
|
$
|
(2,303
|
)
|
|
$
|
(4,780
|
)
|
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
|
|
|
For the Three Months Ended June 30,
|
||||||
($ in thousands)
|
|
2015
|
|
2014
|
||||
Net cash provided by operating activities
|
|
$
|
2,105
|
|
|
$
|
2,424
|
|
Net cash used in investing activities
|
|
(20
|
)
|
|
(818
|
)
|
||
Net cash provided by (used in) financing activities
|
|
8,163
|
|
|
(15,079
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
10,248
|
|
|
$
|
(13,473
|
)
|
|
|
Payments Due
|
||||||||||||||||||
Contractual Obligations (in thousands)
|
|
Total
|
|
2016
|
|
2017 &
2018
|
|
2019 &
2020
|
|
Thereafter
|
||||||||||
Long-term recourse debt
|
|
$
|
84,127
|
|
|
$
|
15,127
|
|
|
$
|
—
|
|
|
$
|
5,000
|
|
|
$
|
64,000
|
|
Long-term non-recourse debt
(1)
|
|
157,903
|
|
|
32,604
|
|
|
45,024
|
|
|
2,243
|
|
|
78,032
|
|
|||||
Capital lease obligations
(2)
|
|
5,308
|
|
|
659
|
|
|
1,317
|
|
|
1,337
|
|
|
1,995
|
|
|||||
Debt-related obligations, principal
|
|
$
|
247,338
|
|
|
$
|
48,390
|
|
|
$
|
46,341
|
|
|
$
|
8,580
|
|
|
$
|
144,027
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on recourse debt
|
|
$
|
71,777
|
|
|
$
|
3,971
|
|
|
$
|
7,940
|
|
|
$
|
7,066
|
|
|
$
|
52,800
|
|
Interest on non-recourse debt
(1)
|
|
54,930
|
|
|
10,821
|
|
|
18,888
|
|
|
18,056
|
|
|
7,165
|
|
|||||
Interest on capital leases
(2)
|
|
3,509
|
|
|
783
|
|
|
1,354
|
|
|
967
|
|
|
405
|
|
|||||
Total interest
|
|
$
|
130,216
|
|
|
$
|
15,575
|
|
|
$
|
28,182
|
|
|
$
|
26,089
|
|
|
$
|
60,370
|
|
Total debt-related obligations
|
|
$
|
377,554
|
|
|
$
|
63,965
|
|
|
$
|
74,523
|
|
|
$
|
34,669
|
|
|
$
|
204,397
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total non-recourse debt including interest
|
|
$
|
212,833
|
|
|
$
|
43,425
|
|
|
$
|
63,912
|
|
|
$
|
20,299
|
|
|
$
|
85,197
|
|
Operating lease obligations
|
|
$
|
6,906
|
|
|
$
|
1,247
|
|
|
$
|
2,457
|
|
|
$
|
2,610
|
|
|
$
|
592
|
|
(1)
|
Non-recourse debt is generally defined as debt whereby the lenders’ sole recourse, with respect to defaults, is limited to the value of the asset that is collateral for the debt. The 2013 Term Loans are not guaranteed by us or our other subsidiaries, other than Phase 1 DC and CDF I, the Prospect Loan is not guaranteed by us or our other subsidiaries, other than Phase 1 DC and DC Holdings and the KBC Facilities are not guaranteed by us or our other subsidiaries, other than Phase 2 DC.
|
(2)
|
Represents the capital lease and capital lease interest for the Pavilion Theatre and capital leases on information technology equipment. We have remained the primary obligor on the Pavilion capital lease, and therefore, the capital lease obligation and related assets under the capital lease remain on our consolidated financial statements as of
June 30, 2015
. However, we have 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.
|
Period
|
|
Total Number of Shares Purchased
|
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans Or Programs
|
|
||||||
April 1 – April 30
|
|
2,721,000
|
|
|
|
$
|
0.97
|
|
|
—
|
|
|
|
$
|
—
|
|
|
May 1 – May 31
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
||
June 1 – June 30
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
||
|
|
2,721,000
|
|
|
|
$
|
0.97
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
|
|
|
Date:
|
August 12, 2015
|
By:
|
/s/ Christopher J. McGurk
|
|
|
|
Christopher J. McGurk
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
|
|
|
|
|
Date:
|
August 12, 2015
|
By:
|
/s/ Jeffrey S. Edell
|
|
|
|
Jeffrey S. Edell
Chief Financial Officer (Principal Financial Officer) |
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
3.1
|
‑‑
|
Amended and Restated Bylaws, as amended
|
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.
|
|
|
Page
|
ARTICLE I MEETINGS OF STOCKHOLDERS
|
|
1
|
Section 1.1 Place of Meetings
|
|
1
|
Section 1.2 Annual Meetings
|
|
1
|
Section 1.3 Special Meetings
|
|
1
|
Section 1.4 Notice of Meetings
|
|
1
|
Section 1.5 Record Date for Meeting of Stockholders
|
|
1
|
Section 1.6 Informal Action
|
|
1
|
Section 1.7 Record Date for Informal Action
|
|
1
|
Section 1.8 Action by Stockholders Not Solicited by the Board of Directors
|
|
2
|
Section 1.9 Quorum and Voting
|
|
3
|
Section 1.10 Conduct of Stockholder Meetings
|
|
3
|
Section 1.11 Inspectors of Election
|
|
3
|
ARTICLE II DIRECTORS
|
|
4
|
Section 2.1 Powers of Directors
|
|
4
|
Section 2.2 Number, Election and Term of Office
|
|
4
|
Section 2.3 Vacancies
|
|
4
|
Section 2.4 Meetings of Directors
|
|
4
|
Section 2.5 Informal Action
|
|
4
|
Section 2.6 Telephone Participation in Meetings
|
|
4
|
Section 2.7 Committees of Directors
|
|
5
|
Section 2.8 Removal
|
|
5
|
Section 2.9 Compensation
|
|
5
|
ARTICLE III OFFICERS
|
|
5
|
Section 3.1 Enumeration
|
|
5
|
Section 3.2 President
|
|
5
|
Section 3.3 Vice President
|
|
5
|
Section 3.4 Secretary
|
|
5
|
Section 3.5 Treasurer
|
|
6
|
Section 3.6 Other Officers and Assistant Officers
|
|
6
|
Section 3.7 Term and Compensation
|
|
6
|
ARTICLE IV INDEMNIFICATION
|
|
6
|
Section 4.1 Directors and Officers
|
|
6
|
Section 4.2 Payment of Expenses
|
|
6
|
Section 4.3 Permissive Indemnification and Advancement of Expenses
|
|
7
|
Section 4.4 Determination of Indemnification
|
|
7
|
Section 4.5 Insurance
|
|
7
|
Section 4.6 Powers of the Board
|
|
8
|
Section 4.7 Definition - Corporation
|
|
8
|
Section 4.8 Definition - Authorized Representative
|
|
8
|
ARTICLE V SHARES OF CAPITAL STOCK
|
|
8
|
Section 5.1 Issuance of Stock
|
|
8
|
Section 5.2 Stock Certificates
|
|
8
|
Section 5.3 Transfer of Stock
|
|
8
|
Section 5.4 Lost, Stolen, Destroyed, or Mutilated Certificates
|
|
8
|
Section 5.5 Regulations
|
|
8
|
Section 5.6 Holders of Record
|
|
9
|
Section 5.7 Restriction on Transfer
|
|
9
|
ARTICLE VI GENERAL PROVISIONS
|
|
9
|
Section 6.1 Corporate Seal
|
|
9
|
Section 6.2 Fiscal Year
|
|
9
|
Section 6.3 Authorization
|
|
9
|
Section 6.4 Financial Reports
|
|
9
|
Section 6.5 Effect of By-laws
|
|
9
|
ARTICLE VII AMENDMENTS
|
|
9
|
|
CINEDIGM CORP.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gary S. Loffredo
|
|
Name:
|
Gary S. Loffredo
|
|
Title:
|
President, Digital Cinema, General Counsel and Secretary
|
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:
|
August 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:
|
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:
|
August 12, 2015
|
|
By:
|
/s/ Jeffrey S. Edell
|
|
|
|
|
|
Jeffrey S. Edell
Chief Financial Officer (Principal Financial Officer)
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
|
Date:
|
August 12, 2015
|
|
By:
|
/s/ Christopher J. McGurk
|
|
|
|
|
Christopher J. McGurk
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
|
Date:
|
August 12, 2015
|
|
By:
|
/s/ Jeffrey S. Edell
|
|
|
|
|
Jeffrey S. Edell
Chief Financial Officer (Principal Financial Officer)
|