Delaware
|
|
22-3720962
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
902 Broadway, 9th Floor New York, NY
|
|
10010
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE
|
|
NASDAQ GLOBAL MARKET
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
|
NONE
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
Yes
x
No
o
|
|
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
Yes
x
No
o
|
|
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
|
|
Page
|
|
PART I --
|
FINANCIAL INFORMATION
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
|
Condensed Consolidated Balance Sheets at June 30, 2016 (Unaudited) and March 31, 2016
|
|
|
Unaudited Condensed Consolidated Statements of Operations for the Three Months ended June 30, 2016 and 2015
|
|
|
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months ended June 30, 2016 and 2015
|
|
|
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended June 30, 2016 and 2015
|
|
|
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, 2016
|
|
March 31, 2016
|
||||
ASSETS
|
(Unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14,380
|
|
|
$
|
25,481
|
|
Accounts receivable, net
|
55,035
|
|
|
52,898
|
|
||
Inventory
|
1,923
|
|
|
2,024
|
|
||
Unbilled revenue
|
5,474
|
|
|
5,570
|
|
||
Prepaid and other current assets
|
16,356
|
|
|
15,872
|
|
||
Total current assets
|
93,168
|
|
|
101,845
|
|
||
Restricted cash
|
8,983
|
|
|
8,983
|
|
||
Property and equipment, net
|
53,368
|
|
|
61,740
|
|
||
Intangible assets, net
|
24,478
|
|
|
25,940
|
|
||
Goodwill
|
8,701
|
|
|
8,701
|
|
||
Debt issuance costs
|
1,663
|
|
|
894
|
|
||
Other assets
|
1,279
|
|
|
1,295
|
|
||
Total assets
|
$
|
191,640
|
|
|
$
|
209,398
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
71,752
|
|
|
$
|
68,517
|
|
Current portion of notes payable, non-recourse (see Note 6)
|
27,212
|
|
|
29,074
|
|
||
Current portion of capital leases
|
352
|
|
|
341
|
|
||
Current portion of deferred revenue
|
2,727
|
|
|
2,901
|
|
||
Total current liabilities
|
102,043
|
|
|
100,833
|
|
||
Notes payable, non-recourse, net of current portion and unamortized debt issuance costs of $4,095 and $4,458, respectively (see Note 6)
|
74,457
|
|
|
83,238
|
|
||
Notes payable, net of current portion and unamortized debt issuance costs of $2,901 and $3,068, respectively
|
81,440
|
|
|
86,938
|
|
||
Capital leases, net of current portion
|
3,792
|
|
|
3,884
|
|
||
Deferred revenue, net of current portion
|
6,912
|
|
|
7,532
|
|
||
Total liabilities
|
268,644
|
|
|
282,425
|
|
||
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, 2016 and March 31, 2016, respectively. Liquidation preference of $3,648
|
3,559
|
|
|
3,559
|
|
||
Common stock, $0.001 par value; Class A and Class B stock; Class A stock 21,000,000 shares authorized; 8,157,186 and 7,977,861 shares issued and 7,879,942 and 7,700,617 shares outstanding at June 30, 2016 and March 31, 2016, respectively; 1,241,000 Class B stock authorized and issued and zero shares outstanding at June 30, 2016 and March 31, 2016, respectively
|
80
|
|
|
79
|
|
||
Additional paid-in capital
|
270,488
|
|
|
269,871
|
|
||
Treasury stock, at cost; 277,244; Class A common shares at June 30, 2016 and March 31, 2016, respectively
|
(2,839
|
)
|
|
(2,839
|
)
|
||
Accumulated deficit
|
(347,091
|
)
|
|
(342,448
|
)
|
||
Accumulated other comprehensive loss
|
(33
|
)
|
|
(64
|
)
|
||
Total stockholders’ deficit of Cinedigm Corp.
|
(75,836
|
)
|
|
(71,842
|
)
|
||
Deficit attributable to noncontrolling interest
|
(1,168
|
)
|
|
(1,185
|
)
|
||
Total deficit
|
(77,004
|
)
|
|
(73,027
|
)
|
||
Total liabilities and deficit
|
$
|
191,640
|
|
|
$
|
209,398
|
|
|
Three Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Revenues
|
$
|
22,475
|
|
|
$
|
22,828
|
|
Costs and expenses:
|
|
|
|
||||
Direct operating (excludes depreciation and amortization shown below)
|
5,691
|
|
|
7,292
|
|
||
Selling, general and administrative
|
6,432
|
|
|
9,616
|
|
||
Provision for doubtful accounts
|
—
|
|
|
339
|
|
||
Restructuring, transition and acquisition expenses, net
|
90
|
|
|
133
|
|
||
Depreciation and amortization of property and equipment
|
8,524
|
|
|
9,357
|
|
||
Amortization of intangible assets
|
1,463
|
|
|
1,459
|
|
||
Total operating expenses
|
22,200
|
|
|
28,196
|
|
||
Income (loss) from operations
|
275
|
|
|
(5,368
|
)
|
||
Interest expense, net
|
(4,935
|
)
|
|
(5,130
|
)
|
||
Loss on extinguishment of debt
|
—
|
|
|
(931
|
)
|
||
Other income, net
|
125
|
|
|
108
|
|
||
Change in fair value of interest rate derivatives
|
27
|
|
|
2
|
|
||
Loss from operations before income taxes
|
(4,508
|
)
|
|
(11,319
|
)
|
||
Income tax expense
|
(67
|
)
|
|
—
|
|
||
Net loss
|
(4,575
|
)
|
|
(11,319
|
)
|
||
Net loss attributable to noncontrolling interest
|
21
|
|
|
434
|
|
||
Net loss attributable to controlling interests
|
(4,554
|
)
|
|
(10,885
|
)
|
||
Preferred stock dividends
|
(89
|
)
|
|
(89
|
)
|
||
Net loss attributable to common stockholders
|
$
|
(4,643
|
)
|
|
$
|
(10,974
|
)
|
Net loss per Class A and Class B common stock attributable to common stockholders - basic and diluted:
|
|
|
|
||||
Net loss attributable to common stockholders
|
$
|
(0.70
|
)
|
|
$
|
(1.63
|
)
|
Weighted average number of Class A and Class B common stock outstanding: basic and diluted
|
6,623,449
|
|
|
6,732,178
|
|
|
|
For the Three Months Ended June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Net loss
|
|
$
|
(4,575
|
)
|
|
$
|
(11,319
|
)
|
Other comprehensive income (loss): foreign exchange translation
|
|
31
|
|
|
(2
|
)
|
||
Comprehensive loss
|
|
(4,544
|
)
|
|
(11,321
|
)
|
||
Less: comprehensive loss attributable to noncontrolling interest
|
|
21
|
|
|
434
|
|
||
Comprehensive loss attributable to controlling interests
|
|
$
|
(4,523
|
)
|
|
$
|
(10,887
|
)
|
|
For the Three Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(4,575
|
)
|
|
$
|
(11,319
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of property and equipment and amortization of intangible assets
|
9,987
|
|
|
10,816
|
|
||
Amortization of debt issuance costs included in interest expense
|
666
|
|
|
587
|
|
||
Provision for doubtful accounts
|
—
|
|
|
339
|
|
||
Provision for inventory reserve
|
130
|
|
|
—
|
|
||
Stock-based compensation and expenses
|
278
|
|
|
672
|
|
||
Change in fair value of interest rate derivatives
|
(27
|
)
|
|
(2
|
)
|
||
Accretion and PIK interest expense added to note payable
|
134
|
|
|
565
|
|
||
Loss on extinguishment of note payable
|
—
|
|
|
931
|
|
||
Changes in operating assets and liabilities;
|
|
|
|
||||
Accounts receivable
|
(2,121
|
)
|
|
3,363
|
|
||
Inventory
|
(29
|
)
|
|
131
|
|
||
Unbilled revenue
|
96
|
|
|
134
|
|
||
Prepaid expenses and other assets
|
(510
|
)
|
|
1,024
|
|
||
Accounts payable and accrued expenses
|
3,517
|
|
|
(4,518
|
)
|
||
Deferred revenue
|
(794
|
)
|
|
(618
|
)
|
||
Net cash provided by operating activities
|
6,752
|
|
|
2,105
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(152
|
)
|
|
(580
|
)
|
||
Purchases of intangible assets
|
(1
|
)
|
|
(3
|
)
|
||
Net cash used in investing activities
|
(153
|
)
|
|
(583
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payment of notes payable
|
(10,999
|
)
|
|
(28,796
|
)
|
||
Net repayments under revolving credit agreement
|
(5,744
|
)
|
|
(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
|
(81
|
)
|
|
(149
|
)
|
||
Payments of debt issuance costs
|
(914
|
)
|
|
(3,618
|
)
|
||
Capital contributions from noncontrolling interest
|
38
|
|
|
563
|
|
||
Net cash (used in) provided by financing activities
|
(17,700
|
)
|
|
8,726
|
|
||
Net change in cash and cash equivalents
|
(11,101
|
)
|
|
10,248
|
|
||
Cash and cash equivalents at beginning of period
|
25,481
|
|
|
18,999
|
|
||
Cash and cash equivalents at end of period
|
$
|
14,380
|
|
|
$
|
29,247
|
|
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)
|
|
|
As of June 30, 2016
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Restricted cash
|
|
$
|
8,983
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,983
|
|
Interest rate derivatives
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
|
|
$
|
8,983
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
8,986
|
|
|
|
March 31, 2016
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Restricted cash
|
|
$
|
8,983
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,983
|
|
Interest rate derivatives
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
|
|
$
|
8,983
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
8,995
|
|
|
|
For the Three Months Ended June 30,
|
||||||
(In thousands)
|
|
2016
|
|
2015
|
||||
Direct operating
|
|
$
|
3
|
|
|
$
|
6
|
|
Selling, general and administrative
|
|
275
|
|
|
666
|
|
||
|
|
$
|
278
|
|
|
$
|
672
|
|
|
|
For the Three Months Ended June 30,
|
||||
Assumptions for Option Grants
|
|
2016
|
|
2015
|
||
Range of risk-free interest rates
|
|
1.2 - 1.3%
|
|
|
1.4 - 1.7%
|
|
Dividend yield
|
|
—
|
|
|
—
|
|
Expected life (years)
|
|
5
|
|
|
5
|
|
Range of expected volatilities
|
|
72.5 - 73.4%
|
|
|
70.6 - 70.9%
|
|
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
|
3.
|
OTHER INTERESTS
|
4.
|
RESTRUCTURING, TRANSITION AND ACQUISITIONS EXPENSES
|
(In thousands)
|
|
|
||
Amount accrued as of March 31, 2016
|
|
$
|
505
|
|
Costs incurred
|
|
90
|
|
|
Amounts paid
|
|
227
|
|
|
Amount accrued as of June 30, 2016
|
|
$
|
368
|
|
6.
|
NOTES PAYABLE
|
|
|
June 30, 2016
|
|
March 31, 2016
|
||||||||||||
(In thousands)
|
|
Current Portion
|
|
Long Term Portion
|
|
Current Portion
|
|
Long Term Portion
|
||||||||
2013 Term Loans, net of debt discount
|
|
$
|
19,312
|
|
|
$
|
3,106
|
|
|
$
|
21,188
|
|
|
$
|
9,738
|
|
Prospect Loan
|
|
—
|
|
|
65,990
|
|
|
—
|
|
|
66,543
|
|
||||
KBC Facilities
|
|
7,646
|
|
|
9,086
|
|
|
7,646
|
|
|
10,998
|
|
||||
P2 Vendor Note
|
|
173
|
|
|
283
|
|
|
161
|
|
|
310
|
|
||||
P2 Exhibitor Notes
|
|
81
|
|
|
87
|
|
|
79
|
|
|
107
|
|
||||
Total non-recourse notes payable
|
|
27,212
|
|
|
78,552
|
|
|
29,074
|
|
|
87,696
|
|
||||
Less: Unamortized debt issuance costs
|
|
—
|
|
|
(4,095
|
)
|
|
—
|
|
|
(4,458
|
)
|
||||
Total non-recourse notes payable, net of unamortized debt issuance costs
|
|
$
|
27,212
|
|
|
$
|
74,457
|
|
|
$
|
29,074
|
|
|
$
|
83,238
|
|
|
|
|
|
|
|
|
|
|
||||||||
5.5% Convertible Notes Due 2035
|
|
$
|
—
|
|
|
$
|
64,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cinedigm Term Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cinedigm Revolving Loans
|
|
—
|
|
|
16,183
|
|
|
—
|
|
|
21,927
|
|
||||
2013 Notes
|
|
—
|
|
|
4,158
|
|
|
—
|
|
|
4,079
|
|
||||
Total recourse notes payable
|
|
—
|
|
|
84,341
|
|
|
—
|
|
|
26,006
|
|
||||
Less: Unamortized debt issuance costs
|
|
—
|
|
|
(2,901
|
)
|
|
—
|
|
|
(3,068
|
)
|
||||
Total recourse notes payable, net of unamortized debt issuance costs
|
|
$
|
—
|
|
|
$
|
81,440
|
|
|
$
|
—
|
|
|
$
|
22,938
|
|
Total notes payable, net of unamortized debt issuance costs
|
|
$
|
27,212
|
|
|
$
|
155,897
|
|
|
$
|
29,074
|
|
|
$
|
106,176
|
|
(In thousands)
|
|
June 30, 2016
|
|
March 31, 2016
|
||||
2013 Term Loans, at issuance, net
|
|
$
|
125,087
|
|
|
$
|
125,087
|
|
Payments to date
|
|
(102,544
|
)
|
|
(94,043
|
)
|
||
Discount on 2013 Term Loans
|
|
(125
|
)
|
|
(118
|
)
|
||
2013 Term Loans, net
|
|
22,418
|
|
|
30,926
|
|
||
Less current portion
|
|
(19,312
|
)
|
|
(21,188
|
)
|
||
Total long term portion
|
|
$
|
3,106
|
|
|
$
|
9,738
|
|
•
|
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)
|
|
June 30, 2016
|
|
March 31, 2016
|
||||
Prospect Loan, at issuance
|
|
$
|
70,000
|
|
|
$
|
70,000
|
|
PIK Interest
|
|
4,778
|
|
|
4,778
|
|
||
Payments to date
|
|
(8,788
|
)
|
|
(8,235
|
)
|
||
Prospect Loan, net
|
|
65,990
|
|
|
66,543
|
|
||
Less current portion
|
|
—
|
|
|
—
|
|
||
Total long term portion
|
|
$
|
65,990
|
|
|
$
|
66,543
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance
|
||||||||||
Facility
1
|
|
Credit Facility
|
|
Interest Rate
2
|
|
Maturity Date
|
|
June 30, 2016
|
|
March 31, 2016
|
||||||||
1
|
|
|
$
|
22,336
|
|
|
3.75
|
%
|
|
September 2018
|
|
$
|
6,382
|
|
|
$
|
7,180
|
|
2
|
|
|
13,312
|
|
|
3.75
|
%
|
|
March 2018
|
|
3,559
|
|
|
4,034
|
|
|||
3
|
|
|
11,425
|
|
|
3.75
|
%
|
|
March 2019
|
|
4,488
|
|
|
4,896
|
|
|||
4
|
|
|
6,450
|
|
|
3.75
|
%
|
|
September 2018
|
|
2,303
|
|
|
2,534
|
|
|||
|
|
$
|
53,523
|
|
|
|
|
|
|
$
|
16,732
|
|
|
$
|
18,644
|
|
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
0.65%
at
June 30, 2016
, plus the interest rate noted above.
|
Risk free interest rate
|
|
1.38
|
%
|
Dividend yield
|
|
—
|
|
Expected life (years)
|
|
5
|
|
Expected volatility
|
|
76.25
|
%
|
7.
|
STOCKHOLDERS’ DEFICIT
|
|
Shares Under Option
|
|
Weighted Average Exercise Price
Per Share
|
|||
Balance at March 31, 2016
|
362,272
|
|
|
$
|
16.50
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
Canceled/forfeited
|
(7,092
|
)
|
|
17.44
|
|
|
Balance at June 30, 2016
|
355,180
|
|
|
$
|
16.48
|
|
Recipient
|
|
Amount outstanding
|
|
Expiration
|
|
Exercise price per share
|
|
Sageview Capital, L.P
|
|
1,673,282
|
|
|
August 2016
|
|
$13.10
|
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
|
8.
|
COMMITMENTS AND CONTINGENCIES
|
9.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
June 30, 2016
|
||||||
(in thousands)
|
|
2016
|
|
2015
|
||||
Cash interest paid
|
|
$
|
5,060
|
|
|
$
|
6,794
|
|
Accrued dividends on preferred stock
|
|
89
|
|
|
89
|
|
||
Issuance of common stock for payment of preferred stock dividends
|
|
89
|
|
|
89
|
|
10.
|
SEGMENT INFORMATION
|
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 June 30, 2016, we are no longer earning VPF revenues from certain major studios on 189 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 June 30, 2016
|
||||||||||||||||||||||
(In thousands)
|
|
Intangible Assets, net
|
|
Goodwill
|
|
Total Assets
|
|
Notes Payable, Non-Recourse
|
|
Notes Payable
|
|
Capital Leases
|
||||||||||||
Phase I Deployment
|
|
$
|
195
|
|
|
$
|
—
|
|
|
$
|
41,298
|
|
|
$
|
84,567
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Phase II Deployment
|
|
—
|
|
|
—
|
|
|
53,083
|
|
|
17,102
|
|
|
—
|
|
|
—
|
|
||||||
Services
|
|
—
|
|
|
—
|
|
|
1,119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Content & Entertainment
|
|
24,271
|
|
|
8,701
|
|
|
86,378
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||||
Corporate
|
|
12
|
|
|
—
|
|
|
9,762
|
|
|
—
|
|
|
81,440
|
|
|
4,119
|
|
||||||
Total
|
|
$
|
24,478
|
|
|
$
|
8,701
|
|
|
$
|
191,640
|
|
|
$
|
101,669
|
|
|
$
|
81,440
|
|
|
$
|
4,144
|
|
|
|
March 31, 2016
|
||||||||||||||||||||||
(In thousands)
|
|
Intangible Assets, net
|
|
Goodwill
|
|
Total Assets
|
|
Notes Payable, Non-Recourse
|
|
Notes Payable
|
|
Capital Leases
|
||||||||||||
Phase I Deployment
|
|
$
|
206
|
|
|
$
|
—
|
|
|
$
|
48,292
|
|
|
$
|
93,372
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Phase II Deployment
|
|
—
|
|
|
—
|
|
|
53,727
|
|
|
18,940
|
|
|
—
|
|
|
—
|
|
||||||
Services
|
|
—
|
|
|
—
|
|
|
1,064
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Content & Entertainment
|
|
25,721
|
|
|
8,701
|
|
|
87,344
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||||
Corporate
|
|
13
|
|
|
—
|
|
|
18,971
|
|
|
—
|
|
|
86,938
|
|
|
4,195
|
|
||||||
Total
|
|
$
|
25,940
|
|
|
$
|
8,701
|
|
|
$
|
209,398
|
|
|
$
|
112,312
|
|
|
$
|
86,938
|
|
|
$
|
4,225
|
|
|
|
Statements of Operations
|
||||||||||||||||||||||
|
|
For the Three Months Ended June 30, 2016
|
||||||||||||||||||||||
|
|
(Unaudited, in thousands)
|
||||||||||||||||||||||
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Revenues
|
|
$
|
9,164
|
|
|
$
|
3,180
|
|
|
$
|
3,295
|
|
|
$
|
6,836
|
|
|
$
|
—
|
|
|
$
|
22,475
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
223
|
|
|
53
|
|
|
1
|
|
|
5,414
|
|
|
—
|
|
|
5,691
|
|
||||||
Selling, general and administrative
|
|
133
|
|
|
59
|
|
|
231
|
|
|
4,101
|
|
|
1,908
|
|
|
6,432
|
|
||||||
Allocation of Corporate overhead
|
|
—
|
|
|
—
|
|
|
397
|
|
|
896
|
|
|
(1,293
|
)
|
|
—
|
|
||||||
Restructuring, transition and acquisition expenses, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
||||||
Depreciation and amortization of property and equipment
|
|
6,391
|
|
|
1,881
|
|
|
—
|
|
|
68
|
|
|
184
|
|
|
8,524
|
|
||||||
Amortization of intangible assets
|
|
11
|
|
|
—
|
|
|
—
|
|
|
1,450
|
|
|
2
|
|
|
1,463
|
|
||||||
Total operating expenses
|
|
6,758
|
|
|
1,993
|
|
|
629
|
|
|
12,019
|
|
|
801
|
|
|
22,200
|
|
||||||
Income (loss) from operations
|
|
$
|
2,406
|
|
|
$
|
1,187
|
|
|
$
|
2,666
|
|
|
$
|
(5,183
|
)
|
|
$
|
(801
|
)
|
|
$
|
275
|
|
|
|
Phase I
|
|
Phase II
|
|
Services
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||||||
Direct operating
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
229
|
|
|
275
|
|
||||||
Total stock-based compensation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
48
|
|
|
$
|
229
|
|
|
$
|
278
|
|
|
|
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
|
|
|
For the Three Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
9,164
|
|
|
$
|
8,142
|
|
|
$
|
1,022
|
|
|
13
|
%
|
Phase II Deployment
|
3,180
|
|
|
2,895
|
|
|
285
|
|
|
10
|
%
|
|||
Services
|
3,295
|
|
|
2,693
|
|
|
602
|
|
|
22
|
%
|
|||
Content & Entertainment
|
6,836
|
|
|
9,098
|
|
|
(2,262
|
)
|
|
(25
|
)%
|
|||
|
$
|
22,475
|
|
|
$
|
22,828
|
|
|
$
|
(353
|
)
|
|
(2
|
)%
|
|
For the Three Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
223
|
|
|
$
|
225
|
|
|
$
|
(2
|
)
|
|
(1
|
)%
|
Phase II Deployment
|
53
|
|
|
91
|
|
|
(38
|
)
|
|
(42
|
)%
|
|||
Services
|
1
|
|
|
4
|
|
|
(3
|
)
|
|
(75
|
)%
|
|||
Content & Entertainment
|
5,414
|
|
|
6,972
|
|
|
(1,558
|
)
|
|
(22
|
)%
|
|||
|
$
|
5,691
|
|
|
$
|
7,292
|
|
|
$
|
(1,601
|
)
|
|
(22
|
)%
|
|
For the Three Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
133
|
|
|
$
|
253
|
|
|
$
|
(120
|
)
|
|
(47
|
)%
|
Phase II Deployment
|
59
|
|
|
41
|
|
|
18
|
|
|
44
|
%
|
|||
Services
|
231
|
|
|
210
|
|
|
21
|
|
|
10
|
%
|
|||
Content & Entertainment
|
4,101
|
|
|
5,228
|
|
|
(1,127
|
)
|
|
(22
|
)%
|
|||
Corporate
|
1,908
|
|
|
3,884
|
|
|
(1,976
|
)
|
|
(51
|
)%
|
|||
|
$
|
6,432
|
|
|
$
|
9,616
|
|
|
$
|
(3,184
|
)
|
|
(33
|
)%
|
|
For the Three Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
6,391
|
|
|
$
|
7,153
|
|
|
$
|
(762
|
)
|
|
(11
|
)%
|
Phase II Deployment
|
1,881
|
|
|
1,881
|
|
|
—
|
|
|
—
|
%
|
|||
Content & Entertainment
|
68
|
|
|
40
|
|
|
28
|
|
|
70
|
%
|
|||
Corporate
|
184
|
|
|
283
|
|
|
(99
|
)
|
|
(35
|
)%
|
|||
|
$
|
8,524
|
|
|
$
|
9,357
|
|
|
$
|
(833
|
)
|
|
(9
|
)%
|
|
For the Three Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Phase I Deployment
|
$
|
2,820
|
|
|
$
|
3,145
|
|
|
$
|
(325
|
)
|
|
(10
|
)%
|
Phase II Deployment
|
310
|
|
|
336
|
|
|
(26
|
)
|
|
(8
|
)%
|
|||
Corporate
|
1,805
|
|
|
1,649
|
|
|
156
|
|
|
9
|
%
|
|||
|
$
|
4,935
|
|
|
$
|
5,130
|
|
|
$
|
(195
|
)
|
|
(4
|
)%
|
|
|
For the Three Months Ended June 30,
|
||||||
($ in thousands)
|
|
2016
|
|
2015
|
||||
Net loss
|
|
$
|
(4,575
|
)
|
|
$
|
(11,319
|
)
|
Add Back
:
|
|
|
|
|
||||
Income tax expense
|
|
67
|
|
|
—
|
|
||
Depreciation and amortization of property and equipment
|
|
8,524
|
|
|
9,357
|
|
||
Amortization of intangible assets
|
|
1,463
|
|
|
1,459
|
|
||
Interest expense, net
|
|
4,935
|
|
|
5,130
|
|
||
Loss on extinguishment of debt
|
|
—
|
|
|
931
|
|
||
Other income, net
|
|
(125
|
)
|
|
(108
|
)
|
||
Change in fair value of interest rate derivatives
|
|
(27
|
)
|
|
(2
|
)
|
||
Provision for doubtful accounts
|
|
—
|
|
|
339
|
|
||
Stock-based compensation and expenses
|
|
278
|
|
|
672
|
|
||
Restructuring, transition and acquisition expenses, net
|
|
90
|
|
|
133
|
|
||
Professional fees pertaining to activist shareholder proposals and compliance
|
|
—
|
|
|
1,098
|
|
||
Net loss attributable to noncontrolling interest
|
|
21
|
|
|
434
|
|
||
Adjusted EBITDA
|
|
$
|
10,651
|
|
|
$
|
8,124
|
|
|
|
|
|
|
||||
Adjustments related to the Phase I and Phase II Deployments
:
|
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
|
$
|
(8,272
|
)
|
|
$
|
(9,034
|
)
|
Amortization of intangible assets
|
|
(11
|
)
|
|
(8
|
)
|
||
Provision for doubtful accounts
|
|
—
|
|
|
(339
|
)
|
||
Income from operations
|
|
(3,593
|
)
|
|
(1,046
|
)
|
||
Adjusted EBITDA from non-deployment businesses
|
|
$
|
(1,225
|
)
|
|
$
|
(2,303
|
)
|
•
|
will require that all excess tax benefits and tax deficiencies be recorded as income tax expense or benefit in the statement of operations and that the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur;
|
•
|
will require excess tax benefits from share-based payments to be reported as operating activities on the statement of cash flows; and
|
•
|
permits an accounting policy election to either estimate the number of awards that are expected to vest using an estimated forfeiture rate, as currently required, or account for forfeitures when they occur.
|
|
|
For the Three Months Ended June 30,
|
||||||
($ in thousands)
|
|
2016
|
|
2015
|
||||
Net cash provided by operating activities
|
|
$
|
6,752
|
|
|
$
|
2,105
|
|
Net cash used in investing activities
|
|
(153
|
)
|
|
(583
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(17,700
|
)
|
|
8,726
|
|
||
Net change in cash and cash equivalents
|
|
$
|
(11,101
|
)
|
|
$
|
10,248
|
|
|
|
Payments Due
|
||||||||||||||||||
Contractual Obligations (in thousands)
|
|
Total
|
|
2017
|
|
2018 &
2019
|
|
2020 &
2021
|
|
Thereafter
|
||||||||||
Long-term recourse debt
|
|
$
|
85,183
|
|
|
$
|
—
|
|
|
$
|
21,183
|
|
|
$
|
—
|
|
|
$
|
64,000
|
|
Long-term non-recourse debt
(1)
|
|
105,893
|
|
|
27,213
|
|
|
12,690
|
|
|
65,990
|
|
|
—
|
|
|||||
Capital lease obligations
(2)
|
|
4,144
|
|
|
352
|
|
|
1,070
|
|
|
1,594
|
|
|
1,128
|
|
|||||
Debt-related obligations, principal
|
|
$
|
195,220
|
|
|
$
|
27,565
|
|
|
$
|
34,943
|
|
|
$
|
67,584
|
|
|
$
|
65,128
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on recourse debt
|
|
$
|
67,919
|
|
|
$
|
3,970
|
|
|
$
|
7,629
|
|
|
$
|
7,040
|
|
|
$
|
49,280
|
|
Interest on non-recourse debt
(1)
|
|
36,421
|
|
|
8,474
|
|
|
15,042
|
|
|
12,905
|
|
|
—
|
|
|||||
Interest on capital leases
(2)
|
|
2,726
|
|
|
717
|
|
|
1,179
|
|
|
710
|
|
|
120
|
|
|||||
Total interest
|
|
$
|
107,066
|
|
|
$
|
13,161
|
|
|
$
|
23,850
|
|
|
$
|
20,655
|
|
|
$
|
49,400
|
|
Total debt-related obligations
|
|
$
|
302,286
|
|
|
$
|
40,726
|
|
|
$
|
58,793
|
|
|
$
|
88,239
|
|
|
$
|
114,528
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total non-recourse debt including interest
|
|
$
|
142,314
|
|
|
$
|
35,687
|
|
|
$
|
27,732
|
|
|
$
|
78,895
|
|
|
$
|
—
|
|
Operating lease obligations
|
|
$
|
7,281
|
|
|
$
|
1,282
|
|
|
$
|
2,685
|
|
|
$
|
2,714
|
|
|
$
|
600
|
|
(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, 2016
. However, we have entered into a sub-lease agreement with the unrelated third party purchaser which pays the capital lease and as such, we have no continuing involvement in the operation of the Pavilion Theatre. This capital lease was previously included in discontinued operations.
|
•
|
Enhancing and developing our financial statement closing and reporting practices to include additional levels of checks and balances in our procedures to include proper segregation of duties and timely review.
|
•
|
Considering the hiring of additional accounting and finance staff with the commensurate knowledge, experience and training necessary to complement the current staff in the financial reporting functions.
|
|
|
|
|
Date:
|
August 15, 2016
|
By:
|
/s/ Christopher J. McGurk
|
|
|
|
Christopher J. McGurk
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
|
|
|
|
|
Date:
|
August 15, 2016
|
By:
|
/s/ Jeffrey S. Edell
|
|
|
|
Jeffrey S. Edell
Chief Financial Officer (Principal Financial Officer) |
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
3.1
|
--
|
Fourth Amended and Restated Certificate of Incorporation of the Company, as amended.
|
10.1
|
--
|
Amendment No. 3 and Waiver No. 2 to the Second Amended and Restated Credit Agreement, dated as May 15, 2016, among Cinedigm Corp and Société Générale as Administrative Agent.
|
10.2
|
--
|
First Amendment to Second Lien Loan Agreement, dated as of August 4, 2016, among the Company, the lenders party thereto and Cortland Capital Market Services Inc. as Administrative and Collateral Agent.
|
10.3
|
--
|
Registration Rights Agreement, dated as of August 4, 2016, among the Company and the holders party thereto.
|
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.
|
(a)
|
Section 2.7(a)
is amended by:
|
(i)
|
amending and restating clause (ii) of the definition of “
Revolving Borrowing Base Sum
” set forth therein as follows:
|
(ii)
|
deleting “(a)” as it appears immediately following the words “the sum of’ in the first sentence thereof and “(b)” as it appears immediately following the period at the end of the first sentence thereof;
|
(b)
|
The last sentence of
Section 2.9(d)
is amended by deleting the word “six” therein and inserting in lieu thereof the word “three”;
|
(c)
|
Section 7.3
is amended by deleting clause (c) and amending and restating clause (e) as follows:
|
(d)
|
Clause (v) of
Section 7.6
is hereby deleted in its entirety;
|
(e)
|
Section 5.1
is amended and restated as follows:
|
(f)
|
Section 7.18
is amended and restated as follows:
|
(g)
|
Clause (a) of
Section 8.1
is hereby amended and restated as follows:
|
(a)
|
Effective upon the effectiveness of this Amendment and Waiver as provided in Section 8 hereof, the Lenders waive the Borrower’s compliance with
Section 5.2
of the Credit Agreement solely for the Fiscal Quarters ending June 30, 2016 and September 30, 2016.
|
(b)
|
Notwithstanding anything to the contrary herein or the Credit Agreement, including, without limitation, the amendment to the Credit Agreement set forth in Section 3(f) hereof, neither the Borrower nor any Group Member shall be deemed to be in default of
Section 7.18
of the Credit Agreement, as amended hereby, as a result of the Borrower or any Group Member owning or having an interest in a deposit account or other bank account that, as of the date hereof, is not maintained with the Collateral Agent or otherwise subject to an account control agreement in favor of the Collateral Agent (each such account, a “
Non-Controlled Account
”) so long as, within 30 days after the date hereof, the Borrower has either (i) delivered to the Administrative Agent a fully-executed account control agreement in form and substance acceptable to the Administrative Agent whereby control over such Non-
|
(a)
|
The Borrower represents and warrants that (i) this Amendment and Waiver has been duly authorized, executed and delivered by it and this Amendment and Waiver and the Credit Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their terms, (ii) after giving effect to this Amendment and Waiver, no Default or Event of Default will exist; and (iii) the representations and warranties contained in this Amendment and Waiver and in the Loan Documents, other than those expressly made as of a specific date, are true and correct in all material respects as if made on the date hereof
|
(b)
|
As of the date hereof, the aggregate outstanding principal amount of the Obligations is $18,670,435. The obligation of the Borrower to repay the Loans and satisfy the Obligations, together with all interest and fees accrued thereon, is absolute and unconditional, and there exists no right of set off or recoupment, counterclaim or defense of any nature whatsoever to payment of the Obligations.
|
(c)
|
Without limitation of the Borrower’s covenants and obligations under the Credit Agreement, including, without limitation,
Section 6.15
thereof, the Borrower, at all times hereafter, agrees to (i) grant Sierra Constellation Partners (and any other of the Agents’ and Lenders’ advisors) immediate and full access to the Group Members’ properties, books, records and officers and directors and (ii) reimburse the Agent for Sierra’s costs and expenses.
|
(d)
|
Within 30 days after the date hereof, the Borrower shall take all such actions and deliver all such documents as are requested by the Collateral Agent in order to transfer all amounts on deposit in the “Debt Service Reserve Account” maintained with Société Générale to a new deposit account maintained with the Collateral Agent, which account shall, after the date of such transfer, be deemed to be the Debt Service Reserve Account for all purposes of the Credit Agreement and the other Loan Documents.
|
BORROWER
|
CINEDIGM CORP.
|
|
|
By:
|
/s/ Gary S. Loffredo
|
|
Name:
|
Gary S. Loffredo
|
|
Title:
|
SVP
|
AGENT:
|
CORTLAND CAPITAL MARKET SERVICES LLC
|
|
|
By:
|
/s/ Matthew Trybula
|
|
Name:
|
Matthew Trybula
|
|
Title:
|
Associate Counsel
|
REQUIRED LENDER:
|
FIRST BANK & TRUST AS CUSTODIAN OF THE RONALD L. CHEZ IRA #1073
|
|
|
By:
|
/s/ Karen Rose
|
|
Name:
|
Karen Rose
|
|
Title:
|
Authorized Signatory
|
Applicable Lender
|
Subsequent Loan Commitment
|
Date of Subsequent Loan
|
|
|
|
|
|
|
|
|
|
Subsequent Lender
|
Loan Commitment
|
Date of Subsequent Loan
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender
|
Subsequent Loan Commitment
|
Date of Subsequent Loan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
PERSONAL
|
2.
|
EMPLOYMENT
|
Occupation
|
Name of Employer or Owned Business
(and identify which)
|
Years of
Service
|
|
|
|
|
|
|
|
|
|
Institution Attended
|
Degree
|
Dates of Attendance
|
|
|
|
|
|
|
1.
|
The answers to the above questions are complete and correct and may be relied upon by the Company in determining whether the offering in which I propose to participate is exempt from registration under the Act, pursuant to Section 4(a)(2) thereof, any corresponding state securities law exemptions, or otherwise;
|
2.
|
I will immediately notify the Company of any material change in any statement made herein that occurs prior to the closing of any investment by me in the Company;
|
3.
|
I am able to bear the economic risk of an investment in the Company of the size contemplated. In making this statement, consideration has been given to whether I can afford to hold the investment for an indefinite period of time and whether I can afford a complete loss of my investment. I offer as evidence of my ability to bear the economic risk, the information contained in this Lender Questionnaire;
|
4.
|
My investment in the Company will be solely for my own account, and not for the account of any other person or with a view toward resale, assignment, fractionalization, or distribution thereof; and
|
5.
|
I will provide the Company any information, including financial information, as they may need to ensure that the offering I propose to participate in is exempt from registration under the federal and state securities laws.
|
Bank Name:
|
|
|
ABA:
|
|
|
Account Name:
|
|
|
Account Number:
|
|
|
Attention:
|
|
|
1.
|
REPRESENTATIVE CAPACITY
|
2.
|
PERSONAL
|
3.
|
EMPLOYMENT
|
Occupation
|
Name of Employer or Owned Business
(and identify which)
|
Years of
Service
|
|
|
|
|
|
|
|
|
|
Institution Attended
|
Degree
|
Dates of Attendance
|
|
|
|
|
|
|
a.
|
The undersigned is not an affiliate, director, officer or other employee of the Company, or beneficial owner of 10 percent or more of any class of the equity securities or 10 percent or more of the equity interest in the Company.
|
b.
|
The undersigned has such knowledge and experience in financial and business matters that he or she is capable of evaluating, alone, or together with other purchaser representatives of the Lender, or together with the Lender, the merits and risks of the prospective investment in the Company.
|
c.
|
The undersign has disclosed to the Lender in writing any material relationship with the Company or its affiliates, that is mutually understood to be contemplated, or that has existed at any time during the previous two years, and any compensation received or to be received as a result of such relationship.
|
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 15, 2016
|
|
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):
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Date:
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August 15, 2016
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By:
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/s/ Jeffrey S. Edell
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Jeffrey S. Edell
Chief Financial Officer (Principal Financial Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
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Date:
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August 15, 2016
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By:
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/s/ Christopher J. McGurk
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Christopher J. McGurk
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
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Date:
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August 15, 2016
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By:
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/s/ Jeffrey S. Edell
|
|
|
|
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Jeffrey S. Edell
Chief Financial Officer (Principal Financial Officer)
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