Delaware
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22-3720962
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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45 West 36th Street, 7th Floor, New York, NY
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10018
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(Address of principal executive offices)
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(Zip Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE
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NASDAQ GLOBAL MARKET
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Securities registered pursuant to Section 12(g) of the Act:
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NONE
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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.
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Yes
x
No
o
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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).
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Yes
x
No
o
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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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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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Emerging Growth Company
o
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||
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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Yes
o
No
x
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Page
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PART I --
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements (Unaudited)
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|
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Condensed Consolidated Balance Sheets at September 30, 2017 (Unaudited) and March 31, 2017
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Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months ended September 30, 2017 and 2016
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Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months ended September 30, 2017 and 2016
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Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months ended September 30, 2017 and 2016
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Notes to Unaudited Condensed Consolidated Financial Statements
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 4.
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Controls and Procedures
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PART II --
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OTHER INFORMATION
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Item 1.
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Legal Proceedings
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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Item 6.
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Exhibits
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Exhibit Index
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Signatures
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September 30, 2017
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March 31, 2017
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||||
ASSETS
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(Unaudited)
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|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,661
|
|
|
$
|
12,566
|
|
Accounts receivable, net
|
26,280
|
|
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53,608
|
|
||
Inventory
|
811
|
|
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1,137
|
|
||
Unbilled revenue
|
4,668
|
|
|
5,655
|
|
||
Prepaid and other current assets
|
12,557
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|
|
13,484
|
|
||
Total current assets
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53,977
|
|
|
86,450
|
|
||
Restricted cash
|
1,000
|
|
|
1,000
|
|
||
Property and equipment, net
|
25,541
|
|
|
33,138
|
|
||
Intangible assets, net
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17,439
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|
20,227
|
|
||
Goodwill
|
8,701
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|
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8,701
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|
||
Debt issuance costs
|
546
|
|
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260
|
|
||
Other assets
|
1,447
|
|
|
1,558
|
|
||
Total assets
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$
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108,651
|
|
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$
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151,334
|
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LIABILITIES AND DEFICIT
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
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61,306
|
|
|
$
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73,679
|
|
Current portion of notes payable
|
58,746
|
|
|
19,599
|
|
||
Current portion of notes payable, non-recourse (see Note 5)
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3,813
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|
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6,056
|
|
||
Current portion of capital leases
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8
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|
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66
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|
||
Current portion of deferred revenue
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2,059
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2,461
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Total current liabilities
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125,932
|
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101,861
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|
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Notes payable, non-recourse, net of current portion and unamortized debt issuance costs and debt discounts of $2,430 and $2,701 respectively (see Note 5)
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42,519
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|
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55,048
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|
||
Notes payable, net of current portion and unamortized debt issuance costs and debt discounts of $4,165 and $5,340 respectively (see Note 5)
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11,670
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59,396
|
|
||
Deferred revenue, net of current portion
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4,583
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|
5,324
|
|
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Other long-term liabilities
|
357
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|
|
408
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|
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Total liabilities
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185,061
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|
|
222,037
|
|
||
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 September 30, 2017 and March 31, 2017, respectively. Liquidation preference of $3,648
|
3,559
|
|
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3,559
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|
||
Common stock, $0.001 par value; Class A and Class B stock; Class A stock 25,000,000 shares authorized at September 30, 2017 and March 31, 2017 respectively; 13,745,471 and 11,841,983 shares issued and 13,745,471 and 11,841,983 shares outstanding at September 30, 2017 and March 31, 2017, respectively; $0 and 1,241,000 Class B stock authorized and issued and zero shares outstanding at September 30, 2017 and March 31, 2017, respectively
|
14
|
|
|
12
|
|
||
Additional paid-in capital
|
294,494
|
|
|
287,393
|
|
||
Accumulated deficit
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(373,193
|
)
|
|
(360,415
|
)
|
||
Accumulated other comprehensive loss
|
(53
|
)
|
|
(38
|
)
|
||
Total stockholders’ deficit of Cinedigm Corp.
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(75,179
|
)
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(69,489
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)
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Deficit attributable to noncontrolling interest
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(1,231
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)
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(1,214
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)
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Total deficit
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(76,410
|
)
|
|
(70,703
|
)
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||
Total liabilities and deficit
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$
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108,651
|
|
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$
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151,334
|
|
|
Three Months Ended September 30,
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Six Months Ended September 30,
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||||||||||||
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2017
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2016
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2017
|
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2016
|
||||||||
Revenues
|
$
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16,278
|
|
|
$
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23,880
|
|
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$
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31,518
|
|
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$
|
46,355
|
|
Costs and expenses:
|
|
|
|
|
|
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|
||||||||
Direct operating (excludes depreciation and amortization shown below)
|
4,041
|
|
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4,902
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|
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8,107
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|
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10,590
|
|
||||
Selling, general and administrative
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6,247
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|
|
5,239
|
|
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12,565
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|
|
11,674
|
|
||||
Provision for doubtful accounts
|
949
|
|
|
—
|
|
|
949
|
|
|
—
|
|
||||
Restructuring expenses, net
|
—
|
|
|
20
|
|
|
—
|
|
|
110
|
|
||||
Depreciation and amortization of property and equipment
|
3,645
|
|
|
7,763
|
|
|
8,002
|
|
|
16,287
|
|
||||
Amortization of intangible assets
|
1,395
|
|
|
1,464
|
|
|
2,790
|
|
|
2,927
|
|
||||
Total operating expenses
|
16,277
|
|
|
19,388
|
|
|
32,413
|
|
|
41,588
|
|
||||
Income (loss) from operations
|
1
|
|
|
4,492
|
|
|
(895
|
)
|
|
4,767
|
|
||||
Interest expense, net
|
(3,975
|
)
|
|
(5,111
|
)
|
|
(8,016
|
)
|
|
(10,046
|
)
|
||||
Debt conversion expense and loss on extinguishment of notes payable
|
(3,205
|
)
|
|
—
|
|
|
(3,205
|
)
|
|
—
|
|
||||
Other (expense) income, net
|
(133
|
)
|
|
141
|
|
|
(202
|
)
|
|
266
|
|
||||
Change in fair value of interest rate derivatives
|
43
|
|
|
38
|
|
|
83
|
|
|
65
|
|
||||
Loss from operations before income taxes
|
(7,269
|
)
|
|
(440
|
)
|
|
(12,235
|
)
|
|
(4,948
|
)
|
||||
Income tax expense
|
(196
|
)
|
|
(43
|
)
|
|
(382
|
)
|
|
(110
|
)
|
||||
Net loss
|
(7,465
|
)
|
|
(483
|
)
|
|
(12,617
|
)
|
|
(5,058
|
)
|
||||
Net loss attributable to noncontrolling interest
|
11
|
|
|
15
|
|
|
17
|
|
|
36
|
|
||||
Net loss attributable to controlling interests
|
(7,454
|
)
|
|
(468
|
)
|
|
(12,600
|
)
|
|
(5,022
|
)
|
||||
Preferred stock dividends
|
(89
|
)
|
|
(89
|
)
|
|
(178
|
)
|
|
(178
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(7,543
|
)
|
|
$
|
(557
|
)
|
|
$
|
(12,778
|
)
|
|
$
|
(5,200
|
)
|
Net loss per Class A and Class B common stock attributable to common stockholders - basic and diluted:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common stockholders
|
$
|
(0.60
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(1.07
|
)
|
|
$
|
(0.75
|
)
|
Weighted average number of Class A and Class B common stock outstanding: basic and diluted
|
12,650,909
|
|
|
7,235,435
|
|
|
11,958,601
|
|
|
6,931,114
|
|
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net loss
|
|
$
|
(7,465
|
)
|
|
$
|
(483
|
)
|
|
$
|
(12,617
|
)
|
|
$
|
(5,058
|
)
|
Other comprehensive income (loss): foreign exchange translation
|
|
(12
|
)
|
|
(13
|
)
|
|
(15
|
)
|
|
18
|
|
||||
Comprehensive loss
|
|
(7,477
|
)
|
|
(496
|
)
|
|
(12,632
|
)
|
|
(5,040
|
)
|
||||
Less: comprehensive loss attributable to noncontrolling interest
|
|
11
|
|
|
15
|
|
|
17
|
|
|
36
|
|
||||
Comprehensive loss attributable to controlling interests
|
|
$
|
(7,466
|
)
|
|
$
|
(481
|
)
|
|
$
|
(12,615
|
)
|
|
$
|
(5,004
|
)
|
|
Six Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(12,617
|
)
|
|
$
|
(5,058
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of property and equipment and amortization of intangible assets
|
10,792
|
|
|
19,214
|
|
||
Loss on disposal of property and equipment
|
64
|
|
|
—
|
|
||
Amortization of debt issuance costs included in interest expense
|
1,068
|
|
|
1,485
|
|
||
Provision for doubtful accounts
|
949
|
|
|
—
|
|
||
Provision for inventory reserve
|
717
|
|
|
294
|
|
||
Stock-based compensation and expenses
|
647
|
|
|
1,020
|
|
||
Change in fair value of interest rate derivatives
|
83
|
|
|
(65
|
)
|
||
Accretion and PIK interest expense added to note payable
|
562
|
|
|
272
|
|
||
Debt conversion expense and loss on extinguishment of notes payable
|
3,205
|
|
|
—
|
|
||
Changes in operating assets and liabilities;
|
|
|
|
||||
Accounts receivable
|
26,490
|
|
|
942
|
|
||
Inventory
|
(391
|
)
|
|
93
|
|
||
Unbilled revenue
|
987
|
|
|
(37
|
)
|
||
Prepaid expenses and other assets
|
720
|
|
|
(806
|
)
|
||
Accounts payable and accrued expenses
|
(11,673
|
)
|
|
(2,101
|
)
|
||
Deferred revenue
|
(1,143
|
)
|
|
(1,401
|
)
|
||
Net cash provided by operating activities
|
20,460
|
|
|
13,852
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(345
|
)
|
|
(242
|
)
|
||
Purchases of intangible assets
|
—
|
|
|
(4
|
)
|
||
Net cash used in investing activities
|
(345
|
)
|
|
(246
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payment of notes payable
|
(15,042
|
)
|
|
(24,766
|
)
|
||
Net repayments under revolving credit agreement
|
(7,624
|
)
|
|
(5,028
|
)
|
||
Proceeds from issuance of notes payable
|
—
|
|
|
4,500
|
|
||
Principal payments on capital leases
|
(58
|
)
|
|
(165
|
)
|
||
Payments of debt issuance costs
|
(296
|
)
|
|
(1,486
|
)
|
||
Change in restricted cash balances
|
—
|
|
|
2,232
|
|
||
Capital contributions from noncontrolling interest
|
—
|
|
|
38
|
|
||
Net cash used in financing activities
|
(23,020
|
)
|
|
(24,675
|
)
|
||
Net change in cash and cash equivalents
|
(2,905
|
)
|
|
(11,069
|
)
|
||
Cash and cash equivalents at beginning of period
|
12,566
|
|
|
25,481
|
|
||
Cash and cash equivalents at end of period
|
$
|
9,661
|
|
|
$
|
14,412
|
|
1.
|
NATURE OF OPERATIONS AND LIQUIDITY
|
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)
|
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Restricted cash
|
|
$
|
1,000
|
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Direct operating
|
|
$
|
13
|
|
|
$
|
2
|
|
|
$
|
13
|
|
|
$
|
5
|
|
Selling, general and administrative
|
|
317
|
|
|
740
|
|
|
634
|
|
|
1,015
|
|
||||
|
|
$
|
330
|
|
|
$
|
742
|
|
|
$
|
647
|
|
|
$
|
1,020
|
|
Basic and diluted net loss per common share attributable to common stockholders =
|
Net loss attributable to common stockholders
|
Weighted average number of common stock
outstanding during the period
|
|
|
September 30, 2017
|
|
March 31, 2017
|
||||||||||||
(In thousands)
|
|
Current Portion
|
|
Long Term Portion
|
|
Current Portion
|
|
Long Term Portion
|
||||||||
Prospect Loan
|
|
—
|
|
|
44,058
|
|
|
—
|
|
|
54,656
|
|
||||
KBC Facilities
|
|
3,454
|
|
|
816
|
|
|
5,744
|
|
|
2,890
|
|
||||
P2 Vendor Note
|
|
293
|
|
|
75
|
|
|
227
|
|
|
181
|
|
||||
P2 Exhibitor Notes
|
|
66
|
|
|
—
|
|
|
85
|
|
|
22
|
|
||||
Total non-recourse notes payable
|
|
3,813
|
|
|
44,949
|
|
|
6,056
|
|
|
57,749
|
|
||||
Less: Unamortized debt issuance costs and debt discounts
|
|
—
|
|
|
(2,430
|
)
|
|
—
|
|
|
(2,701
|
)
|
||||
Total non-recourse notes payable, net of unamortized debt issuance costs and debt discounts
|
|
$
|
3,813
|
|
|
$
|
42,519
|
|
|
$
|
6,056
|
|
|
$
|
55,048
|
|
|
|
|
|
|
|
|
|
|
||||||||
5.5% Convertible Notes Due 2035
|
|
$
|
46,771
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,571
|
|
Second Secured Lien Notes
|
|
—
|
|
|
10,835
|
|
|
—
|
|
|
9,165
|
|
||||
Cinedigm Revolving Loans
|
|
11,975
|
|
|
—
|
|
|
19,599
|
|
|
—
|
|
||||
2013 Notes
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
5,000
|
|
||||
Total recourse notes payable
|
|
58,746
|
|
|
15,835
|
|
|
19,599
|
|
|
64,736
|
|
||||
Less: Unamortized debt issuance costs and debt discounts
|
|
—
|
|
|
(4,165
|
)
|
|
—
|
|
|
(5,340
|
)
|
||||
Total recourse notes payable, net of unamortized debt issuance costs and debt discounts
|
|
$
|
58,746
|
|
|
$
|
11,670
|
|
|
$
|
19,599
|
|
|
$
|
59,396
|
|
Total notes payable, net of unamortized debt issuance costs
|
|
$
|
62,559
|
|
|
$
|
54,189
|
|
|
$
|
25,655
|
|
|
$
|
114,444
|
|
•
|
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)
|
|
September 30, 2017
|
|
March 31, 2017
|
||||
Prospect Loan, at issuance
|
|
$
|
70,000
|
|
|
$
|
70,000
|
|
PIK Interest
|
|
4,778
|
|
|
4,778
|
|
||
Payments to date
|
|
(30,720
|
)
|
|
(20,122
|
)
|
||
Prospect Loan, net
|
|
44,058
|
|
|
54,656
|
|
||
Less current portion
|
|
—
|
|
|
—
|
|
||
Total long term portion
|
|
$
|
44,058
|
|
|
$
|
54,656
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance
|
||||||||||
Facility
1
|
|
Credit Facility
|
|
Interest Rate
2
|
|
Maturity Date
|
|
September 30, 2017
|
|
March 31, 2017
|
||||||||
1
|
|
|
$
|
22,336
|
|
|
3.75
|
%
|
|
September 2018
|
|
$
|
671
|
|
|
$
|
3,758
|
|
3
|
|
|
11,425
|
|
|
3.75
|
%
|
|
March 2019
|
|
2,448
|
|
|
3,264
|
|
|||
4
|
|
|
6,450
|
|
|
3.75
|
%
|
|
December 2018
|
|
1,151
|
|
|
1,612
|
|
|||
|
|
$
|
40,211
|
|
|
|
|
|
|
$
|
4,270
|
|
|
$
|
8,634
|
|
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
1.00%
at
September 30, 2017
, plus the interest rate noted above.
|
|
Shares Under Option
|
|
Weighted Average Exercise Price
Per Share
|
|||
Balance at March 31, 2017
|
345,615
|
|
|
$
|
16.03
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
Canceled/forfeited
|
(5,300
|
)
|
|
42.57
|
|
|
Balance at September 30, 2017
|
340,315
|
|
|
$
|
15.74
|
|
Recipient
|
|
Amount outstanding
|
|
Expiration
|
|
Exercise price per share
|
|
Strategic management service provider
|
|
52,500
|
|
|
July 2021
|
|
$17.20 - $30.00
|
Warrants issued to creditors in connection with the 2013 Notes (the "2013 Warrants")
|
|
125,063
|
|
|
October 2018
|
|
$18.50
|
Warrants issued to Ronald L. Chez in connection with the Second Secured Lien Notes
|
|
200,000
|
|
|
July 2023
|
|
$1.34 - $1.68
|
Warrants issued in connection with Convertible Notes exchange transaction
|
|
200,000
|
|
|
December 2021
|
|
$1.60
|
|
|
September 30,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Cash interest paid
|
|
$
|
6,495
|
|
|
$
|
8,321
|
|
Accrued dividends on preferred stock
|
|
89
|
|
|
89
|
|
||
Issuance of Class A common stock for payment of preferred stock dividends
|
|
178
|
|
|
178
|
|
||
Issuance of Class A common stock in connection with Second Secured Lien Notes
|
|
—
|
|
|
365
|
|
||
Issuance of warrants in connection with Second Secured Lien Notes
|
|
—
|
|
|
107
|
|
||
Accrued issuance of Class A common stock
|
|
—
|
|
|
341
|
|
||
Issuance of Second Lien Loans in connection with Convertible Notes exchange transaction
|
|
1,462
|
|
|
—
|
|
Operations of:
|
Products and services provided:
|
Phase I Deployment
|
Financing vehicles and administrators for 3,724 Systems installed nationwide in Phase 1 DC's deployment to theatrical exhibitors. 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. As of September 30, 2017, we are no longer earning a significant portion of VPF revenues from certain major studios on 3,241 of such systems.
|
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 September 30, 2017
|
||||||||||||||||||||||
(In thousands)
|
|
Intangible Assets, net
|
|
Goodwill
|
|
Total Assets
|
|
Notes Payable, Non-Recourse
|
|
Notes Payable
|
|
Capital Leases
|
||||||||||||
Phase I Deployment
|
|
$
|
138
|
|
|
$
|
—
|
|
|
$
|
9,222
|
|
|
$
|
41,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Phase II Deployment
|
|
—
|
|
|
—
|
|
|
39,927
|
|
|
4,705
|
|
|
—
|
|
|
—
|
|
||||||
Services
|
|
—
|
|
|
—
|
|
|
878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Content & Entertainment
|
|
17,293
|
|
|
8,701
|
|
|
54,003
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate
|
|
8
|
|
|
—
|
|
|
4,621
|
|
|
—
|
|
|
70,416
|
|
|
8
|
|
||||||
Total
|
|
$
|
17,439
|
|
|
$
|
8,701
|
|
|
$
|
108,651
|
|
|
$
|
46,332
|
|
|
$
|
70,416
|
|
|
$
|
8
|
|
|
|
As of March 31, 2017
|
||||||||||||||||||||||
(In thousands)
|
|
Intangible Assets, net
|
|
Goodwill
|
|
Total Assets
|
|
Notes Payable, Non-Recourse
|
|
Notes Payable
|
|
Capital Leases
|
||||||||||||
Phase I Deployment
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
15,118
|
|
|
$
|
51,955
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Phase II Deployment
|
|
—
|
|
|
—
|
|
|
48,461
|
|
|
9,149
|
|
|
—
|
|
|
—
|
|
||||||
Services
|
|
—
|
|
|
—
|
|
|
1,052
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Content & Entertainment
|
|
20,057
|
|
|
8,701
|
|
|
79,911
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Corporate
|
|
10
|
|
|
—
|
|
|
6,792
|
|
|
—
|
|
|
78,995
|
|
|
58
|
|
||||||
Total
|
|
$
|
20,227
|
|
|
$
|
8,701
|
|
|
$
|
151,334
|
|
|
$
|
61,104
|
|
|
$
|
78,995
|
|
|
$
|
66
|
|
|
|
Statements of Operations
|
||||||||||||||||||||||
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||||||
|
|
(Unaudited, in thousands)
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Revenues
|
|
$
|
5,329
|
|
|
$
|
2,591
|
|
|
$
|
2,105
|
|
|
$
|
6,253
|
|
|
$
|
—
|
|
|
$
|
16,278
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
263
|
|
|
79
|
|
|
10
|
|
|
3,689
|
|
|
—
|
|
|
4,041
|
|
||||||
Selling, general and administrative
|
|
83
|
|
|
87
|
|
|
258
|
|
|
3,903
|
|
|
1,916
|
|
|
6,247
|
|
||||||
Allocation of Corporate overhead
|
|
|
|
|
|
|
|
410
|
|
|
872
|
|
|
(1,282
|
)
|
|
—
|
|
||||||
Provision for doubtful accounts
|
|
908
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
949
|
|
||||||
Depreciation and amortization of property and equipment
|
|
1,596
|
|
|
1,880
|
|
|
—
|
|
|
82
|
|
|
87
|
|
|
3,645
|
|
||||||
Amortization of intangible assets
|
|
12
|
|
|
—
|
|
|
—
|
|
|
1,381
|
|
|
2
|
|
|
1,395
|
|
||||||
Total operating expenses
|
|
2,862
|
|
|
2,087
|
|
|
678
|
|
|
9,927
|
|
|
723
|
|
|
16,277
|
|
||||||
Income (loss) from operations
|
|
$
|
2,467
|
|
|
$
|
504
|
|
|
$
|
1,427
|
|
|
$
|
(3,674
|
)
|
|
$
|
(723
|
)
|
|
$
|
1
|
|
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Direct operating
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
4
|
|
|
223
|
|
|
90
|
|
|
317
|
|
||||||
Total stock-based compensation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
228
|
|
|
$
|
90
|
|
|
$
|
330
|
|
|
|
Statements of Operations
|
||||||||||||||||||||||
|
|
Three Months Ended September 30, 2016
|
||||||||||||||||||||||
|
|
(Unaudited, in thousands)
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Revenues
|
|
$
|
9,592
|
|
|
$
|
3,273
|
|
|
$
|
3,122
|
|
|
$
|
7,893
|
|
|
$
|
—
|
|
|
$
|
23,880
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
211
|
|
|
49
|
|
|
2
|
|
|
4,640
|
|
|
—
|
|
|
4,902
|
|
||||||
Selling, general and administrative
|
|
116
|
|
|
23
|
|
|
71
|
|
|
3,475
|
|
|
1,554
|
|
|
5,239
|
|
||||||
Allocation of Corporate overhead
|
|
—
|
|
|
—
|
|
|
398
|
|
|
904
|
|
|
(1,302
|
)
|
|
—
|
|
||||||
Restructuring, transition and acquisition expenses, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
23
|
|
|
20
|
|
||||||
Depreciation and amortization of property and equipment
|
|
5,629
|
|
|
1,880
|
|
|
—
|
|
|
67
|
|
|
187
|
|
|
7,763
|
|
||||||
Amortization of intangible assets
|
|
12
|
|
|
—
|
|
|
—
|
|
|
1,449
|
|
|
3
|
|
|
1,464
|
|
||||||
Total operating expenses
|
|
5,968
|
|
|
1,952
|
|
|
471
|
|
|
10,532
|
|
|
465
|
|
|
19,388
|
|
||||||
Income (loss) from operations
|
|
$
|
3,624
|
|
|
$
|
1,321
|
|
|
$
|
2,651
|
|
|
$
|
(2,639
|
)
|
|
$
|
(465
|
)
|
|
$
|
4,492
|
|
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Direct operating
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
1
|
|
|
47
|
|
|
692
|
|
|
740
|
|
||||||
Total stock-based compensation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
47
|
|
|
$
|
692
|
|
|
$
|
742
|
|
|
|
Statements of Operations
|
||||||||||||||||||||||
|
|
Six Months Ended September 30, 2017
|
||||||||||||||||||||||
|
|
(Unaudited, in thousands)
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Revenues
|
|
$
|
9,660
|
|
|
$
|
5,652
|
|
|
$
|
4,501
|
|
|
$
|
11,705
|
|
|
$
|
—
|
|
|
$
|
31,518
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
551
|
|
|
190
|
|
|
10
|
|
|
7,356
|
|
|
—
|
|
|
8,107
|
|
||||||
Selling, general and administrative
|
|
183
|
|
|
166
|
|
|
521
|
|
|
7,884
|
|
|
3,811
|
|
|
12,565
|
|
||||||
Allocation of Corporate overhead
|
|
—
|
|
|
—
|
|
|
800
|
|
|
1,701
|
|
|
(2,501
|
)
|
|
—
|
|
||||||
Provision for doubtful accounts
|
|
908
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
949
|
|
||||||
Depreciation and amortization of property and equipment
|
|
3,916
|
|
|
3,761
|
|
|
—
|
|
|
151
|
|
|
174
|
|
|
8,002
|
|
||||||
Amortization of intangible assets
|
|
23
|
|
|
—
|
|
|
—
|
|
|
2,763
|
|
|
4
|
|
|
2,790
|
|
||||||
Total operating expenses
|
|
5,581
|
|
|
4,158
|
|
|
1,331
|
|
|
19,855
|
|
|
1,488
|
|
|
32,413
|
|
||||||
Income (loss) from operations
|
|
$
|
4,079
|
|
|
$
|
1,494
|
|
|
$
|
3,170
|
|
|
$
|
(8,150
|
)
|
|
$
|
(1,488
|
)
|
|
$
|
(895
|
)
|
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Direct operating
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
4
|
|
|
223
|
|
|
407
|
|
|
634
|
|
||||||
Total stock-based compensation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
228
|
|
|
$
|
407
|
|
|
$
|
647
|
|
|
|
Statements of Operations
|
||||||||||||||||||||||
|
|
Six Months Ended September 30, 2016
|
||||||||||||||||||||||
|
|
(Unaudited, in thousands)
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Revenues
|
|
$
|
18,756
|
|
|
$
|
6,453
|
|
|
$
|
6,417
|
|
|
$
|
14,729
|
|
|
$
|
—
|
|
|
$
|
46,355
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
434
|
|
|
102
|
|
|
1
|
|
|
10,053
|
|
|
—
|
|
|
10,590
|
|
||||||
Selling, general and administrative
|
|
249
|
|
|
82
|
|
|
302
|
|
|
7,544
|
|
|
3,497
|
|
|
11,674
|
|
||||||
Allocation of Corporate overhead
|
|
—
|
|
|
—
|
|
|
795
|
|
|
1,800
|
|
|
(2,595
|
)
|
|
—
|
|
||||||
Restructuring, transition and acquisition expenses, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
23
|
|
|
110
|
|
||||||
Depreciation and amortization of property and equipment
|
|
12,020
|
|
|
3,761
|
|
|
—
|
|
|
135
|
|
|
371
|
|
|
16,287
|
|
||||||
Amortization of intangible assets
|
|
23
|
|
|
—
|
|
|
—
|
|
|
2,899
|
|
|
5
|
|
|
2,927
|
|
||||||
Total operating expenses
|
|
12,726
|
|
|
3,945
|
|
|
1,098
|
|
|
22,518
|
|
|
1,301
|
|
|
41,588
|
|
||||||
Income (loss) from operations
|
|
$
|
6,030
|
|
|
$
|
2,508
|
|
|
$
|
5,319
|
|
|
$
|
(7,789
|
)
|
|
$
|
(1,301
|
)
|
|
$
|
4,767
|
|
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Direct operating
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
1
|
|
|
93
|
|
|
921
|
|
|
1,015
|
|
||||||
Total stock-based compensation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
95
|
|
|
$
|
921
|
|
|
$
|
1,020
|
|
|
Three Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
5,329
|
|
|
$
|
9,592
|
|
|
$
|
(4,263
|
)
|
|
(44
|
)%
|
Phase II Deployment
|
2,591
|
|
|
3,273
|
|
|
(682
|
)
|
|
(21
|
)%
|
|||
Services
|
2,105
|
|
|
3,122
|
|
|
(1,017
|
)
|
|
(33
|
)%
|
|||
Content & Entertainment
|
6,253
|
|
|
7,893
|
|
|
(1,640
|
)
|
|
(21
|
)%
|
|||
|
$
|
16,278
|
|
|
$
|
23,880
|
|
|
$
|
(7,602
|
)
|
|
(32
|
)%
|
|
Three Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
263
|
|
|
$
|
211
|
|
|
$
|
52
|
|
|
25
|
%
|
Phase II Deployment
|
79
|
|
|
49
|
|
|
30
|
|
|
61
|
%
|
|||
Services
|
10
|
|
|
2
|
|
|
8
|
|
|
400
|
%
|
|||
Content & Entertainment
|
3,689
|
|
|
4,640
|
|
|
(951
|
)
|
|
(20
|
)%
|
|||
|
$
|
4,041
|
|
|
$
|
4,902
|
|
|
$
|
(861
|
)
|
|
(18
|
)%
|
|
Three Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
83
|
|
|
$
|
116
|
|
|
$
|
(33
|
)
|
|
(28
|
)%
|
Phase II Deployment
|
87
|
|
|
23
|
|
|
64
|
|
|
278
|
%
|
|||
Services
|
258
|
|
|
71
|
|
|
187
|
|
|
263
|
%
|
|||
Content & Entertainment
|
3,903
|
|
|
3,475
|
|
|
428
|
|
|
12
|
%
|
|||
Corporate
|
1,916
|
|
|
1,554
|
|
|
362
|
|
|
23
|
%
|
|||
|
$
|
6,247
|
|
|
$
|
5,239
|
|
|
$
|
1,008
|
|
|
19
|
%
|
|
Three Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
1,596
|
|
|
$
|
5,629
|
|
|
$
|
(4,033
|
)
|
|
(72
|
)%
|
Phase II Deployment
|
1,880
|
|
|
1,880
|
|
|
—
|
|
|
—
|
%
|
|||
Content & Entertainment
|
82
|
|
|
67
|
|
|
15
|
|
|
22
|
%
|
|||
Corporate
|
87
|
|
|
187
|
|
|
(100
|
)
|
|
(53
|
)%
|
|||
|
$
|
3,645
|
|
|
$
|
7,763
|
|
|
$
|
(4,118
|
)
|
|
(53
|
)%
|
|
Three Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
1,843
|
|
|
$
|
2,737
|
|
|
$
|
(894
|
)
|
|
(33
|
)%
|
Phase II Deployment
|
86
|
|
|
290
|
|
|
(204
|
)
|
|
(70
|
)%
|
|||
Corporate
|
2,046
|
|
|
2,084
|
|
|
(38
|
)
|
|
(2
|
)%
|
|||
|
$
|
3,975
|
|
|
$
|
5,111
|
|
|
$
|
(1,136
|
)
|
|
(22
|
)%
|
|
|
Three Months Ended September 30,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Net loss
|
|
$
|
(7,465
|
)
|
|
$
|
(483
|
)
|
Add Back
:
|
|
|
|
|
||||
Income tax expense
|
|
196
|
|
|
43
|
|
||
Depreciation and amortization of property and equipment
|
|
3,645
|
|
|
7,763
|
|
||
Amortization of intangible assets
|
|
1,395
|
|
|
1,464
|
|
||
Interest expense, net
|
|
3,975
|
|
|
5,111
|
|
||
Debt conversion expense and loss on extinguishment of notes payable
|
|
3,205
|
|
|
—
|
|
||
Other (expense) income, net
|
|
233
|
|
|
(141
|
)
|
||
Change in fair value of interest rate derivatives
|
|
(43
|
)
|
|
(38
|
)
|
||
Provision for doubtful accounts
|
|
393
|
|
|
—
|
|
||
Stock-based compensation and expenses
|
|
330
|
|
|
742
|
|
||
Restructuring, transition and acquisition expenses, net
|
|
—
|
|
|
20
|
|
||
Net loss attributable to noncontrolling interest
|
|
11
|
|
|
15
|
|
||
Adjusted EBITDA
|
|
$
|
5,875
|
|
|
$
|
14,496
|
|
|
|
|
|
|
||||
Adjustments related to the Phase I and Phase II Deployments
:
|
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
|
$
|
(3,476
|
)
|
|
$
|
(7,509
|
)
|
Amortization of intangible assets
|
|
(12
|
)
|
|
(12
|
)
|
||
Provision for doubtful accounts
|
|
(393
|
)
|
|
—
|
|
||
Income from operations
|
|
(2,971
|
)
|
|
(4,945
|
)
|
||
Adjusted EBITDA from non-deployment businesses
|
|
$
|
(977
|
)
|
|
$
|
2,030
|
|
|
Six Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
9,660
|
|
|
$
|
18,756
|
|
|
$
|
(9,096
|
)
|
|
(48
|
)%
|
Phase II Deployment
|
5,652
|
|
|
6,453
|
|
|
(801
|
)
|
|
(12
|
)%
|
|||
Services
|
4,501
|
|
|
6,417
|
|
|
(1,916
|
)
|
|
(30
|
)%
|
|||
Content & Entertainment
|
11,705
|
|
|
14,729
|
|
|
(3,024
|
)
|
|
(21
|
)%
|
|||
|
$
|
31,518
|
|
|
$
|
46,355
|
|
|
$
|
(14,837
|
)
|
|
(32
|
)%
|
|
Six Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
551
|
|
|
$
|
434
|
|
|
$
|
117
|
|
|
27
|
%
|
Phase II Deployment
|
190
|
|
|
102
|
|
|
88
|
|
|
86
|
%
|
|||
Services
|
10
|
|
|
1
|
|
|
9
|
|
|
900
|
%
|
|||
Content & Entertainment
|
7,356
|
|
|
10,053
|
|
|
(2,697
|
)
|
|
(27
|
)%
|
|||
|
$
|
8,107
|
|
|
$
|
10,590
|
|
|
$
|
(2,483
|
)
|
|
(23
|
)%
|
|
Six Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
183
|
|
|
$
|
249
|
|
|
$
|
(66
|
)
|
|
(27
|
)%
|
Phase II Deployment
|
166
|
|
|
82
|
|
|
84
|
|
|
102
|
%
|
|||
Services
|
521
|
|
|
302
|
|
|
219
|
|
|
73
|
%
|
|||
Content & Entertainment
|
7,884
|
|
|
7,544
|
|
|
340
|
|
|
5
|
%
|
|||
Corporate
|
3,811
|
|
|
3,497
|
|
|
314
|
|
|
9
|
%
|
|||
|
$
|
12,565
|
|
|
$
|
11,674
|
|
|
$
|
891
|
|
|
8
|
%
|
|
Six Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
3,916
|
|
|
$
|
12,020
|
|
|
$
|
(8,104
|
)
|
|
(67
|
)%
|
Phase II Deployment
|
3,761
|
|
|
3,761
|
|
|
—
|
|
|
—
|
%
|
|||
Content & Entertainment
|
151
|
|
|
135
|
|
|
16
|
|
|
12
|
%
|
|||
Corporate
|
174
|
|
|
371
|
|
|
(197
|
)
|
|
(53
|
)%
|
|||
|
$
|
8,002
|
|
|
$
|
16,287
|
|
|
$
|
(8,285
|
)
|
|
(51
|
)%
|
|
Six Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
3,771
|
|
|
5,557
|
|
|
(1,786
|
)
|
|
(32
|
)%
|
|||
Phase II Deployment
|
185
|
|
|
600
|
|
|
(415
|
)
|
|
(69
|
)%
|
|||
Corporate
|
4,060
|
|
|
3,889
|
|
|
171
|
|
|
4
|
%
|
|||
|
$
|
8,016
|
|
|
$
|
10,046
|
|
|
$
|
(2,030
|
)
|
|
(20
|
)%
|
|
|
Six Months Ended September 30,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Net loss
|
|
$
|
(12,617
|
)
|
|
$
|
(5,058
|
)
|
Add Back
:
|
|
|
|
|
||||
Income tax expense
|
|
382
|
|
|
110
|
|
||
Depreciation and amortization of property and equipment
|
|
8,002
|
|
|
16,287
|
|
||
Amortization of intangible assets
|
|
2,790
|
|
|
2,927
|
|
||
Interest expense, net
|
|
8,016
|
|
|
10,046
|
|
||
Debt conversion expense and loss on extinguishment of notes payable
|
|
3,205
|
|
|
—
|
|
||
Other (expense) income, net
|
|
502
|
|
|
(266
|
)
|
||
Change in fair value of interest rate derivatives
|
|
(83
|
)
|
|
(65
|
)
|
||
Provision for doubtful accounts
|
|
393
|
|
|
—
|
|
||
Stock-based compensation and expenses
|
|
647
|
|
|
1,020
|
|
||
Restructuring, transition and acquisition expenses, net
|
|
—
|
|
|
110
|
|
||
Net loss attributable to noncontrolling interest
|
|
17
|
|
|
36
|
|
||
Adjusted EBITDA
|
|
$
|
11,254
|
|
|
$
|
25,147
|
|
|
|
|
|
|
||||
Adjustments related to the Phase I and Phase II Deployments
:
|
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
|
$
|
(7,677
|
)
|
|
$
|
(15,781
|
)
|
Amortization of intangible assets
|
|
(23
|
)
|
|
(23
|
)
|
||
Provision for doubtful accounts
|
|
(393
|
)
|
|
—
|
|
||
Income from operations
|
|
(5,573
|
)
|
|
(8,538
|
)
|
||
Adjusted EBITDA from non-deployment businesses
|
|
$
|
(2,412
|
)
|
|
$
|
805
|
|
|
|
For the Six Months Ended September 30,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
|
$
|
20,460
|
|
|
$
|
13,852
|
|
Net cash used in investing activities
|
|
(345
|
)
|
|
(246
|
)
|
||
Net cash used in financing activities
|
|
(23,020
|
)
|
|
(24,675
|
)
|
||
Net change in cash and cash equivalents
|
|
$
|
(2,905
|
)
|
|
$
|
(11,069
|
)
|
|
|
Payments Due
|
|||||||||||||||||||
Contractual Obligations (in thousands)
|
|
Total
|
|
2018
|
|
2019 &
2020
|
|
2021 &
2022
|
|
Thereafter
|
|||||||||||
Long-term recourse debt
|
|
$
|
74,581
|
|
|
$
|
58,746
|
|
|
$
|
15,835
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Long-term non-recourse debt
(1)
|
|
48,763
|
|
|
3,814
|
|
|
891
|
|
|
44,058
|
|
|
—
|
|
||||||
Capital lease obligations
|
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Debt-related obligations, principal
|
|
$
|
123,352
|
|
|
$
|
62,568
|
|
|
$
|
16,726
|
|
|
$
|
44,058
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest on recourse debt
|
|
$
|
9,463
|
|
|
$
|
2,773
|
|
|
$
|
6,690
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest on non-recourse debt
(1)
|
|
21,293
|
|
|
6,193
|
|
|
12,093
|
|
|
3,007
|
|
|
—
|
|
||||||
Interest on capital leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total interest
|
|
$
|
30,756
|
|
|
$
|
8,966
|
|
|
$
|
18,783
|
|
|
$
|
3,007
|
|
|
$
|
—
|
|
|
Total debt-related obligations
|
|
$
|
154,108
|
|
|
$
|
71,534
|
|
|
$
|
35,509
|
|
|
$
|
47,065
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total non-recourse debt including interest
|
|
$
|
70,056
|
|
|
$
|
10,007
|
|
|
$
|
12,984
|
|
|
$
|
47,065
|
|
|
$
|
—
|
|
|
Operating lease obligations
|
|
$
|
4,656
|
|
|
$
|
773
|
|
1,813
|
|
$
|
2,070
|
|
|
$
|
1,813
|
|
|
$
|
—
|
|
(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 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.
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
10.1
|
‑‑
|
|
10.2
|
‑‑
|
|
31.1
|
‑‑
|
|
31.2
|
‑‑
|
|
32.1
|
‑‑
|
|
32.2
|
‑‑
|
|
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.
|
|
|
|
|
Date:
|
November 16, 2017
|
By:
|
/s/ Christopher J. McGurk
|
|
|
|
Christopher J. McGurk
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
|
|
|
|
|
Date:
|
November 16, 2017
|
By:
|
/s/ Jeffrey S. Edell
|
|
|
|
Jeffrey S. Edell
Chief Financial Officer (Principal Financial Officer) |
|
|
|
|
(i)
|
on and after the date hereof, the Borrower may not request, and the Lenders and the Issuing Bank shall have no obligation to make or issue, any Loans or Letters of Credit under the Credit Agreement or the other Loan Documents; and
|
(ii)
|
the Revolving Aggregate Maximum Credit Amount will be reduced by $2,000,000 on each of January 31, 2018 and February 28, 2018 if the outstanding Obligations are not repaid in full by such date. If, as a result of such reductions to the Revolving Aggregate Maximum Credit Amount, the aggregate outstanding principal amount of the Revolving Loans on the date of such reduction exceeds the lesser of (i) the Revolving Aggregate Maximum Credit Amount (after giving effect to such reduction), and (ii) the Revolving Borrowing Base (as most recently determined), the Borrower shall, as promptly as possible (but in no event later than three Business Days following the date of such reduction), make a prepayment in respect of the outstanding amount of the Revolving Loans in the amount of the Revolving Loan Excess.
|
1.
|
Grant Date
.
Pursuant to the Plan, the Company, on ____________, 2017 (the “Grant Date”), granted Participant an Award (“Award”) in the form of
«____
shares
of
Performance-Based Restricted Stock (“Performance Shares”) (which number of shares is also referred to herein as the “Target Shares”), subject to the terms and conditions of the Plan and subject to the terms and conditions set forth herein.
|
2.
|
Restrictions.
Except as provided in this Notice of Award, the Performance Shares are unearned, nontransferable and are subject to a substantial risk of forfeiture. In addition, the Performance Shares shall not be earned, and Participant’s interest in the Performance Shares granted hereunder shall be forfeited, except to the extent that the following paragraphs are satisfied.
|
3.
|
Stock Power
.
Participant shall deliver to the Company a stock power, endorsed in blank, with respect to the Performance Shares evidenced by each Certificate. The Company shall use the stock power to cancel any shares of Performance Shares that do not become earned and vested under this Notice of Award. The Company shall return the stock power to Participant with respect to any shares of Performance Shares that become earned and vested.
|
4.
|
Performance Criteria
.
Participant’s Performance Shares shall be earned as soon as practicable after the end of the Measurement Period based on the following formula (to the nearest whole Performance Share). Such Performance Shares shall be subject to the terms and conditions set forth in the following paragraphs of this Notice of Award.
|
Cumulative IAEBITDA target
|
|
IAEBITDA % of Target Shares
|
|
|
|
$__________
|
|
100% of Target Shares
|
$__________
|
|
50% of Target Shares
|
Less than $__
|
|
0%
|
5.
|
Earning and
Vesting
of Performance Shares
.
As soon as practicable after the end of the Measurement Period, a determination shall be made by the Committee of the number of whole Performance Shares that Participant has earned. The date as of which the Committee determines the number of Performance Shares earned shall be the “Award Date,” and all Performance Shares that are earned shall be immediately vested as of the Award Date.
|
6.
|
During the Measurement Period
. Anything in this Notice of Award to the contrary notwithstanding, if prior to the forfeiture of the Performance Shares under paragraph 8, (a) a Participant separates from service for any reason before ___________, 20__
,
then the Participant’s Performance Shares shall be forfeited; and (b) if, on or after ____________, 20__ but prior to ____________, 20__, Participant experiences a Qualifying Termination Event (as defined below), then the Participant’s Performance Shares shall be earned under paragraph 4 above as of the Award Date, based on IAEBITDA for the period _________, 20__ to ___________, 20__, 100% of the Cumulative IAEBITDA target, and 50% of the Performance Shares granted to the Participant; and any remaining Performance Shares as of the Award Date shall be forfeited. The number of Performance Shares shall be determined by the Committee in its sole and absolute discretion within the limits provided in the Plan and the earned Performance Shares shall be fully vested as of the Award Date.
|
7.
|
After the Measurement Period but prior to the Award Date.
Anything in this Notice of Award to the contrary notwithstanding, if, after the Measurement Period ends, but prior to the Award Date, Participant experiences a Qualifying Termination Event (as defined below), such Participant shall earn his Performance Shares pursuant to paragraph 5 and such earned Shares shall be fully vested as of the Award Date.
|
8.
|
Forfeiture
.
Except as provided in paragraph 16, Performance Shares that are forfeitable shall be forfeited if Participant’s employment with the Company or an Affiliate terminates for any reason except a Qualifying Termination Event.
|
9.
|
Death of Participant
. If Participant dies prior to the vesting of his Performance Shares, any earned Performance Shares shall be transferred to his or her Beneficiary. Participant shall have the right to designate a Beneficiary on a form filed with the Committee. If Participant fails to designate a Beneficiary, or if at the time of the Participant’s death there is no surviving Beneficiary, any earned Performance Shares will go to the Participant’s estate.
|
10.
|
No Right to Continued Employment
.
Neither this Award nor the granting, earning or vesting of Performance Shares shall confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment at any time.
|
11.
|
Change in Capital Structure
.
In accordance with the terms of the Plan, the terms of this grant shall be adjusted as the Committee determines is equitable in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.
|
15.
|
Participant Bound by Plan
.
Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.
|
16.
|
Change in Control
. Anything in this Notice of Award to the contrary notwithstanding, upon a Change in Control (as defined in the Plan), prior to the forfeiture of the Performance Shares under paragraph 8, all of the Target Shares shall be earned and non-forfeitable as of the date of the Change in Control.
|
18.
|
Taxes
. Participant shall be responsible for the satisfaction of income and employment tax withholding requirements attributable to the vesting of Performance Shares.
|
19.
|
Custody of Certificates
.
Each Certificate shall be retained by the Company so long as the Performance Shares evidenced by the Certificate are nontransferable. The Company shall deliver to Participant the Certificate when the Performance Shares evidenced by the Certificate become earned and vested.
|
20.
|
Shareholder Rights
.
Participant will have the right to vote the Performance Shares as of the Grant Date.
|
21.
|
Recoupment
. In addition to any other applicable provision of the Plan, this Award is subject to the terms of any separate Clawback Policy maintained by the Company, as such Policy may be amended from time to time.
|
|
|
CINEDIGM CORP.
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Participant
|
|
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:
|
November 16, 2017
|
|
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:
|
November 16, 2017
|
|
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:
|
November 16, 2017
|
|
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:
|
November 16, 2017
|
|
By:
|
/s/ Jeffrey S. Edell
|
|
|
|
|
Jeffrey S. Edell
Chief Financial Officer (Principal Financial Officer)
|