Delaware
|
|
22-3720962
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
45 West 36th Street, 7th Floor, New York, NY
|
|
10018
|
(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 every Interactive Data File required to be submitted 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 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.
|
|
|
September 30, 2018
|
|
March 31, 2018
|
||||
ASSETS
|
(Unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
15,691
|
|
|
$
|
17,952
|
|
Accounts receivable, net
|
30,834
|
|
|
38,128
|
|
||
Inventory, net
|
626
|
|
|
792
|
|
||
Unbilled revenue
|
2,632
|
|
|
6,799
|
|
||
Prepaid and other current assets
|
8,647
|
|
|
10,497
|
|
||
Total current assets
|
58,430
|
|
|
74,168
|
|
||
Restricted cash
|
1,000
|
|
|
1,000
|
|
||
Property and equipment, net
|
18,173
|
|
|
21,483
|
|
||
Intangible assets, net
|
11,867
|
|
|
14,653
|
|
||
Goodwill
|
8,701
|
|
|
8,701
|
|
||
Other long-term assets
|
1,137
|
|
|
1,177
|
|
||
Total assets
|
$
|
99,308
|
|
|
$
|
121,182
|
|
LIABILITIES AND DEFICIT
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
55,777
|
|
|
$
|
69,225
|
|
Current portion of notes payable, including unamortized debt discount of $1,216 and $225 respectively
|
24,627
|
|
|
4,775
|
|
||
Current portion of notes payable, non-recourse
|
300
|
|
|
512
|
|
||
Current portion of deferred revenue
|
1,687
|
|
|
1,821
|
|
||
Total current liabilities
|
82,391
|
|
|
76,333
|
|
||
Notes payable, non-recourse, net of current portion and unamortized debt issuance costs and debt discounts of $1,825 and $2,140 respectively
|
28,140
|
|
|
37,570
|
|
||
Notes payable, net of current portion and unamortized debt issuance costs and debt discounts of $1,151 and $3,352 respectively
|
14,076
|
|
|
25,435
|
|
||
Deferred revenue, net of current portion
|
3,101
|
|
|
3,842
|
|
||
Other long-term liabilities
|
255
|
|
|
306
|
|
||
Total liabilities
|
127,963
|
|
|
143,486
|
|
||
Stockholders’ deficit
|
|
|
|
||||
Preferred stock, 15,000,000 shares authorized; Series A 10% - $0.001 par value per share; 20 shares authorized; and 7 shares issued and outstanding at September 30, 2018 and March 31, 2018. Liquidation preference of $3,648
|
3,559
|
|
|
3,559
|
|
||
Common stock, $0.001 par value; Class A stock 60,000,000 shares authorized at September 30, 2018 and March 31, 2018; 36,383,038 and 36,261,975 shares issued and 35,069,202 and 34,948,139 shares outstanding at September 30, 2018 and March 31, 2018, respectively
|
35
|
|
|
35
|
|
||
Additional paid-in capital
|
366,804
|
|
|
366,223
|
|
||
Treasury stock, at cost; 1,313,836 Class A common shares at September 30, 2018 and March 31, 2018
|
(11,603
|
)
|
|
(11,603
|
)
|
||
Accumulated deficit
|
(386,149
|
)
|
|
(379,225
|
)
|
||
Accumulated other comprehensive loss
|
(22
|
)
|
|
(38
|
)
|
||
Total stockholders’ deficit of Cinedigm Corp.
|
(27,376
|
)
|
|
(21,049
|
)
|
||
Deficit attributable to noncontrolling interest
|
(1,279
|
)
|
|
(1,255
|
)
|
||
Total deficit
|
(28,655
|
)
|
|
(22,304
|
)
|
||
Total liabilities and deficit
|
$
|
99,308
|
|
|
$
|
121,182
|
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues
|
$
|
13,744
|
|
|
$
|
16,278
|
|
|
$
|
26,822
|
|
|
$
|
31,518
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Direct operating (excludes depreciation and amortization shown below)
|
3,616
|
|
|
4,041
|
|
|
7,041
|
|
|
8,107
|
|
||||
Selling, general and administrative
|
6,487
|
|
|
6,247
|
|
|
13,030
|
|
|
12,565
|
|
||||
Provision for doubtful accounts
|
1,067
|
|
|
949
|
|
|
1,132
|
|
|
949
|
|
||||
Depreciation and amortization of property and equipment
|
2,076
|
|
|
3,645
|
|
|
4,165
|
|
|
8,002
|
|
||||
Amortization of intangible assets
|
1,395
|
|
|
1,395
|
|
|
2,790
|
|
|
2,790
|
|
||||
Total operating expenses
|
14,641
|
|
|
16,277
|
|
|
28,158
|
|
|
32,413
|
|
||||
Income (loss) from operations
|
(897
|
)
|
|
1
|
|
|
(1,336
|
)
|
|
(895
|
)
|
||||
Interest expense, net
|
(2,572
|
)
|
|
(3,975
|
)
|
|
(5,267
|
)
|
|
(8,016
|
)
|
||||
Debt conversion expense and loss on extinguishment of notes payable
|
—
|
|
|
(3,205
|
)
|
|
—
|
|
|
(3,205
|
)
|
||||
Other expense, net
|
(18
|
)
|
|
(133
|
)
|
|
(28
|
)
|
|
(202
|
)
|
||||
Change in fair value of interest rate derivatives
|
—
|
|
|
43
|
|
|
—
|
|
|
83
|
|
||||
Loss from operations before income taxes
|
(3,487
|
)
|
|
(7,269
|
)
|
|
(6,631
|
)
|
|
(12,235
|
)
|
||||
Income tax expense
|
—
|
|
|
(196
|
)
|
|
(139
|
)
|
|
(382
|
)
|
||||
Net loss
|
(3,487
|
)
|
|
(7,465
|
)
|
|
(6,770
|
)
|
|
(12,617
|
)
|
||||
Net loss attributable to noncontrolling interest
|
8
|
|
|
11
|
|
|
24
|
|
|
17
|
|
||||
Net loss attributable to controlling interests
|
(3,479
|
)
|
|
(7,454
|
)
|
|
(6,746
|
)
|
|
(12,600
|
)
|
||||
Preferred stock dividends
|
(89
|
)
|
|
(89
|
)
|
|
(178
|
)
|
|
(178
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(3,568
|
)
|
|
$
|
(7,543
|
)
|
|
$
|
(6,924
|
)
|
|
$
|
(12,778
|
)
|
Net loss per Class A and Class B common stock attributable to common stockholders - basic and diluted:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common stockholders
|
$
|
(0.09
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(1.07
|
)
|
Weighted average number of Class A and Class B common stock outstanding: basic and diluted
|
37,696,256
|
|
|
12,650,909
|
|
|
37,667,934
|
|
|
11,958,601
|
|
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss
|
|
$
|
(3,487
|
)
|
|
$
|
(7,465
|
)
|
|
$
|
(6,770
|
)
|
|
$
|
(12,617
|
)
|
Other comprehensive income (loss): foreign exchange translation
|
|
12
|
|
|
(12
|
)
|
|
16
|
|
|
(15
|
)
|
||||
Comprehensive loss
|
|
(3,475
|
)
|
|
(7,477
|
)
|
|
(6,754
|
)
|
|
(12,632
|
)
|
||||
Less: comprehensive loss attributable to noncontrolling interest
|
|
8
|
|
|
11
|
|
|
24
|
|
|
17
|
|
||||
Comprehensive loss attributable to controlling interests
|
|
$
|
(3,467
|
)
|
|
$
|
(7,466
|
)
|
|
$
|
(6,730
|
)
|
|
$
|
(12,615
|
)
|
|
|
Series A Preferred Stock
|
|
Class A and Class B
|
|
|
Additional Paid-In Capital
|
|
Treasury
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Deficit
|
|
Non-Controlling Interest
|
Total
Deficit |
|||||||||||||||||||||||||
|
|
Shares
|
Amount
|
|
Shares
|
Amount
|
|
|
|
Shares
|
Amount
|
|
|
|
|
||||||||||||||||||||||||||||
Balances as of March 31, 2018
|
|
7
|
|
$
|
3,559
|
|
|
34,948,139
|
|
$
|
35
|
|
|
|
$
|
366,223
|
|
|
1,313,836
|
|
$
|
(11,603
|
)
|
|
$
|
(379,225
|
)
|
|
$
|
(38
|
)
|
|
$
|
(21,049
|
)
|
|
$
|
(1,255
|
)
|
|
$
|
(22,304
|
)
|
Foreign exchange translation
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
86
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
86
|
|
|||||||||
Preferred stock dividends paid with common stock
|
|
—
|
|
—
|
|
|
64,194
|
|
—
|
|
|
|
89
|
|
|
—
|
|
—
|
|
|
(89
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net loss
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(3,267
|
)
|
|
—
|
|
|
(3,267
|
)
|
|
(16
|
)
|
|
(3,283
|
)
|
|||||||||
Balances as of June 30, 2018
|
|
7
|
|
$
|
3,559
|
|
|
35,012,333
|
|
$
|
35
|
|
|
|
$
|
366,398
|
|
|
1,313,836
|
|
$
|
(11,603
|
)
|
|
$
|
(382,581
|
)
|
|
$
|
(34
|
)
|
|
$
|
(24,226
|
)
|
|
$
|
(1,271
|
)
|
|
$
|
(25,497
|
)
|
Foreign exchange translation
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
317
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
317
|
|
|
—
|
|
|
317
|
|
|||||||||
Preferred stock dividends paid with common stock
|
|
—
|
|
—
|
|
|
56,869
|
|
—
|
|
|
|
89
|
|
|
—
|
|
—
|
|
|
(89
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net loss
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(3,479
|
)
|
|
—
|
|
|
(3,479
|
)
|
|
(8
|
)
|
|
(3,487
|
)
|
|||||||||
Balances as of September 30, 2018
|
|
7
|
|
$
|
3,559
|
|
|
35,069,202
|
|
$
|
35
|
|
|
|
$
|
366,804
|
|
|
1,313,836
|
|
$
|
(11,603
|
)
|
|
$
|
(386,149
|
)
|
|
$
|
(22
|
)
|
|
$
|
(27,376
|
)
|
|
$
|
(1,279
|
)
|
|
$
|
(28,655
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(6,770
|
)
|
|
$
|
(12,617
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of property and equipment and amortization of intangible assets
|
6,955
|
|
|
10,792
|
|
||
Loss on disposal of property and equipment
|
—
|
|
|
64
|
|
||
Amortization of debt issuance costs included in interest expense
|
877
|
|
|
1,068
|
|
||
Provision for doubtful accounts
|
1,132
|
|
|
949
|
|
||
Provision for inventory reserve
|
8
|
|
|
717
|
|
||
Stock-based compensation and expenses
|
403
|
|
|
647
|
|
||
Change in fair value of interest rate derivatives
|
—
|
|
|
83
|
|
||
Accretion and PIK interest expense added to note payable
|
902
|
|
|
562
|
|
||
Debt conversion expense and loss on extinguishment of notes payable
|
—
|
|
|
3,205
|
|
||
Changes in operating assets and liabilities;
|
|
|
|
||||
Accounts receivable
|
6,162
|
|
|
26,490
|
|
||
Inventory
|
158
|
|
|
(391
|
)
|
||
Unbilled revenue
|
4,167
|
|
|
987
|
|
||
Prepaid expenses and other assets
|
1,890
|
|
|
720
|
|
||
Accounts payable and accrued expenses
|
(13,452
|
)
|
|
(11,673
|
)
|
||
Deferred revenue
|
(875
|
)
|
|
(1,143
|
)
|
||
Net cash provided by operating activities
|
1,557
|
|
|
20,460
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(855
|
)
|
|
(345
|
)
|
||
Purchases of intangible assets
|
(4
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(859
|
)
|
|
(345
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payment of notes payable
|
(9,959
|
)
|
|
(15,042
|
)
|
||
Proceeds (repayments) under revolving credit agreement, net
|
7,000
|
|
|
(7,624
|
)
|
||
Principal payments on capital leases
|
—
|
|
|
(58
|
)
|
||
Payments of debt issuance costs
|
—
|
|
|
(296
|
)
|
||
Net cash used in financing activities
|
(2,959
|
)
|
|
(23,020
|
)
|
||
Net change in cash and cash equivalents
|
(2,261
|
)
|
|
(2,905
|
)
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
18,952
|
|
|
13,566
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
16,691
|
|
|
$
|
10,661
|
|
1.
|
NATURE OF OPERATIONS AND LIQUIDITY
|
|
As of
|
||||||
(in thousands)
|
September 30, 2018
|
|
March 31, 2018
|
|
|||
Cash and Cash Equivalents
|
$
|
15,691
|
|
|
$
|
17,952
|
|
Restricted Cash
|
1,000
|
|
|
1,000
|
|
||
|
$
|
16,691
|
|
|
$
|
18,952
|
|
Computer equipment, software and internal-use 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
|
|
•
|
identifying the contract, or contracts, with the customer;
|
•
|
identifying the performance obligations in the contract;
|
•
|
determining the transaction price;
|
•
|
allocating the transaction price to performance obligations in the contract; and
|
•
|
recognizing revenue when, or as, we satisfy performance obligations by transferring the promised goods or services.
|
•
|
which party is primarily responsible for fulfilling the promise to provide the specified good or service; and
|
•
|
which party has discretion in establishing the price for the specified good or service.
|
|
Three Months Ended
September 30, 2018
|
Six Months Ended
September 30, 2018
|
||||
Cinema Equipment Business:
|
|
|
||||
Phase I Deployment
|
$
|
2,663
|
|
$
|
5,268
|
|
Phase II Deployment
|
3,257
|
|
6,437
|
|
||
Services
|
1,571
|
|
2,901
|
|
||
Total Cinema Equipment Business revenue
|
$
|
7,491
|
|
$
|
14,606
|
|
|
|
|
||||
Content & Entertainment Business:
|
|
|
||||
Base Distribution Business
|
$
|
3,971
|
|
$
|
7,733
|
|
OTT Streaming and Digital
|
2,282
|
|
4,483
|
|
||
Total Content & Entertainment Business revenue
|
$
|
6,253
|
|
$
|
12,216
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Six Months Ended September 30,
|
||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Direct operating
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Selling, general and administrative
|
|
317
|
|
|
317
|
|
|
403
|
|
|
634
|
|
||||
|
|
$
|
317
|
|
|
$
|
330
|
|
|
$
|
403
|
|
|
$
|
647
|
|
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, 2018
|
|
March 31, 2018
|
||||||||||||
(In thousands)
|
|
Current Portion
|
|
Long Term Portion
|
|
Current Portion
|
|
Long Term Portion
|
||||||||
Prospect Loan
|
|
$
|
—
|
|
|
$
|
29,965
|
|
|
$
|
—
|
|
|
$
|
39,710
|
|
KBC Facilities
|
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
||||
P2 Vendor Note
|
|
300
|
|
|
—
|
|
|
336
|
|
|
—
|
|
||||
P2 Exhibitor Notes
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Total non-recourse notes payable
|
|
300
|
|
|
29,965
|
|
|
512
|
|
|
39,710
|
|
||||
Less: Unamortized debt issuance costs and debt discounts
|
|
—
|
|
|
(1,825
|
)
|
|
—
|
|
|
(2,140
|
)
|
||||
Total non-recourse notes payable, net of unamortized debt issuance costs and debt discounts
|
|
$
|
300
|
|
|
$
|
28,140
|
|
|
$
|
512
|
|
|
$
|
37,570
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bison Note Payable
|
|
$
|
10,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,000
|
|
Second Lien Loans
|
|
10,843
|
|
|
—
|
|
|
—
|
|
|
10,560
|
|
||||
Credit Facility
|
|
—
|
|
|
15,227
|
|
|
—
|
|
|
8,227
|
|
||||
2013 Notes
|
|
5,000
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
||||
Total recourse notes payable
|
|
25,843
|
|
|
15,227
|
|
|
5,000
|
|
|
28,787
|
|
||||
Less: Unamortized debt issuance costs and debt discounts
|
|
(1,216
|
)
|
|
(1,151
|
)
|
|
(225
|
)
|
|
(3,352
|
)
|
||||
Total recourse notes payable, net of unamortized debt issuance costs and debt discounts
|
|
$
|
24,627
|
|
|
$
|
14,076
|
|
|
$
|
4,775
|
|
|
$
|
25,435
|
|
Total notes payable, net of unamortized debt issuance costs
|
|
$
|
24,927
|
|
|
$
|
42,216
|
|
|
$
|
5,287
|
|
|
$
|
63,005
|
|
•
|
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.
|
|
|
As of
|
||||||
(In thousands)
|
|
September 30, 2018
|
|
March 31, 2018
|
||||
Prospect Loan, at issuance
|
|
$
|
70,000
|
|
|
$
|
70,000
|
|
PIK Interest
|
|
4,778
|
|
|
4,778
|
|
||
Payments to date
|
|
(44,813
|
)
|
|
(35,068
|
)
|
||
Prospect Loan, net
|
|
29,965
|
|
|
39,710
|
|
||
Less current portion
|
|
—
|
|
|
—
|
|
||
Total long term portion
|
|
$
|
29,965
|
|
|
$
|
39,710
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance
|
|||||||||
Facility
1
|
|
Credit Facility
|
|
Interest Rate
2
|
|
Maturity Date
|
|
September 30, 2018
|
|
March 31, 2018
|
|||||||
3
|
|
|
11,425
|
|
|
3.75
|
%
|
|
March 2019
|
|
$
|
—
|
|
|
$
|
154
|
|
1.
|
For this facility, principal is to be repaid in
twenty-eight
quarterly installments.
|
2.
|
The facility bears interest at the three-month LIBOR rate, which was
2.396%
at
September 30, 2018
, plus the interest rate noted above.
|
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
|
|
(a)
|
October 2018
|
|
$18.50
|
Warrants issued to Ronald L. Chez in connection with the Second Lien Loans
|
|
206,768
|
|
|
July 2023
|
|
$1.34 - $1.57
|
Warrants issued in connection with Convertible Notes exchange transaction
|
|
207,679
|
|
|
December 2021
|
|
$1.54
|
5-year Warrant issued to BEMG in connection with a term loan agreement
|
|
1,400,000
|
|
|
December 2022
|
|
$1.80
|
|
|
Six Months Ended
September 30,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Cash interest paid
|
|
$
|
4,457
|
|
|
$
|
6,495
|
|
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 for settlement of an obligation to a vendor
|
|
—
|
|
|
867
|
|
||
Issuance of Second Lien Loans in connection with Convertible Notes exchange transaction
|
|
—
|
|
|
1,462
|
|
|
|
As of September 30, 2018
|
||||||||||||||||||
(In thousands)
|
|
Intangible Assets, net
|
|
Goodwill
|
|
Total Assets
|
|
Notes Payable, Non-Recourse
|
|
Notes Payable
|
||||||||||
Cinema Equipment Business
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
50,201
|
|
|
$
|
28,440
|
|
|
$
|
—
|
|
Content & Entertainment Business
|
|
11,764
|
|
|
8,701
|
|
|
45,435
|
|
|
—
|
|
|
—
|
|
|||||
Corporate
|
|
11
|
|
|
—
|
|
|
3,672
|
|
|
—
|
|
|
38,703
|
|
|||||
Total
|
|
$
|
11,867
|
|
|
$
|
8,701
|
|
|
$
|
99,308
|
|
|
$
|
28,440
|
|
|
$
|
38,703
|
|
|
|
As of March 31, 2018
|
|||||||||||||||||||
(In thousands)
|
|
Intangible Assets, net
|
|
Goodwill
|
|
Total Assets
|
|
Notes Payable, Non-Recourse
|
|
Notes Payable
|
|
||||||||||
Cinema Equipment Business
|
|
$
|
115
|
|
|
$
|
—
|
|
|
$
|
53,427
|
|
|
$
|
38,082
|
|
|
$
|
—
|
|
|
Content & Entertainment Business
|
|
14,529
|
|
|
8,701
|
|
|
58,313
|
|
|
—
|
|
|
—
|
|
|
|||||
Corporate
|
|
9
|
|
|
—
|
|
|
9,442
|
|
|
—
|
|
|
30,210
|
|
|
|||||
Total
|
|
$
|
14,653
|
|
|
$
|
8,701
|
|
|
$
|
121,182
|
|
|
$
|
38,082
|
|
|
$
|
30,210
|
|
|
|
|
|
Statements of Operations
|
||||||||||||||
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||
|
|
|
(Unaudited, in thousands)
|
||||||||||||||
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment
Business
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenues
|
|
|
$
|
7,491
|
|
|
$
|
6,253
|
|
|
$
|
—
|
|
|
$
|
13,744
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
|
410
|
|
|
3,206
|
|
|
—
|
|
|
3,616
|
|
||||
Selling, general and administrative
|
|
|
465
|
|
|
3,833
|
|
|
2,189
|
|
|
6,487
|
|
||||
Allocation of corporate overhead
|
|
|
390
|
|
|
1,015
|
|
|
(1,405
|
)
|
|
—
|
|
||||
Provision for doubtful accounts
|
|
|
1,067
|
|
|
—
|
|
|
—
|
|
|
1,067
|
|
||||
Depreciation and amortization of property and equipment
|
|
|
1,942
|
|
|
87
|
|
|
47
|
|
|
2,076
|
|
||||
Amortization of intangible assets
|
|
|
11
|
|
|
1,382
|
|
|
2
|
|
|
1,395
|
|
||||
Total operating expenses
|
|
|
4,285
|
|
|
9,523
|
|
|
833
|
|
|
14,641
|
|
||||
Income (loss) from operations
|
|
|
$
|
3,206
|
|
|
$
|
(3,270
|
)
|
|
$
|
(833
|
)
|
|
$
|
(897
|
)
|
|
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment
Business |
|
Corporate
|
|
Consolidated
|
||||||||
Direct operating
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative
|
|
|
|
5
|
|
|
65
|
|
|
247
|
|
|
317
|
|
||||
Total stock-based compensation
|
|
|
|
$
|
5
|
|
|
$
|
65
|
|
|
$
|
247
|
|
|
$
|
317
|
|
|
|
|
Statements of Operations
|
||||||||||||||
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||
|
|
|
(Unaudited, in thousands)
|
||||||||||||||
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment Business
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenues
|
|
|
$
|
10,025
|
|
|
$
|
6,253
|
|
|
$
|
—
|
|
|
$
|
16,278
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
|
352
|
|
|
3,689
|
|
|
—
|
|
|
4,041
|
|
||||
Selling, general and administrative
|
|
|
428
|
|
|
3,903
|
|
|
1,916
|
|
|
6,247
|
|
||||
Allocation of Corporate overhead
|
|
|
410
|
|
|
872
|
|
|
(1,282
|
)
|
|
—
|
|
||||
Provision for doubtful accounts
|
|
|
949
|
|
|
—
|
|
|
—
|
|
|
949
|
|
||||
Depreciation and amortization of property and equipment
|
|
|
3,476
|
|
|
82
|
|
|
87
|
|
|
3,645
|
|
||||
Amortization of intangible assets
|
|
|
12
|
|
|
1,381
|
|
|
2
|
|
|
1,395
|
|
||||
Total operating expenses
|
|
|
5,627
|
|
|
9,927
|
|
|
723
|
|
|
16,277
|
|
||||
Income (loss) from operations
|
|
|
$
|
4,398
|
|
|
$
|
(3,674
|
)
|
|
$
|
(723
|
)
|
|
$
|
1
|
|
|
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment
Business |
|
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
|
||||||||||||||
|
|
|
Six Months Ended September 30, 2018
|
||||||||||||||
|
|
|
(Unaudited, in thousands)
|
||||||||||||||
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment Business
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenues
|
|
|
$
|
14,606
|
|
|
$
|
12,216
|
|
|
$
|
—
|
|
|
$
|
26,822
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
|
722
|
|
|
6,319
|
|
|
—
|
|
|
7,041
|
|
||||
Selling, general and administrative
|
|
|
998
|
|
|
7,720
|
|
|
4,312
|
|
|
13,030
|
|
||||
Allocation of corporate overhead
|
|
|
789
|
|
|
2,053
|
|
|
(2,842
|
)
|
|
—
|
|
||||
Provision (recovery) for doubtful accounts
|
|
|
1,243
|
|
|
(111
|
)
|
|
—
|
|
|
1,132
|
|
||||
Depreciation and amortization of property and equipment
|
|
|
3,902
|
|
|
169
|
|
|
94
|
|
|
4,165
|
|
||||
Amortization of intangible assets
|
|
|
23
|
|
|
2,764
|
|
|
3
|
|
|
2,790
|
|
||||
Total operating expenses
|
|
|
7,677
|
|
|
18,914
|
|
|
1,567
|
|
|
28,158
|
|
||||
Income (loss) from operations
|
|
|
$
|
6,929
|
|
|
$
|
(6,698
|
)
|
|
$
|
(1,567
|
)
|
|
$
|
(1,336
|
)
|
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment Business
|
|
Corporate
|
|
Consolidated
|
||||||||
Direct operating
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative
|
|
|
5
|
|
|
65
|
|
|
333
|
|
|
403
|
|
||||
Total stock-based compensation
|
|
|
$
|
5
|
|
|
$
|
65
|
|
|
$
|
333
|
|
|
$
|
403
|
|
|
|
|
Statements of Operations
|
||||||||||||||
|
|
|
Six Months Ended September 30, 2017
|
||||||||||||||
|
|
|
(Unaudited, in thousands)
|
||||||||||||||
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment Business
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenues
|
|
|
$
|
19,813
|
|
|
$
|
11,705
|
|
|
$
|
—
|
|
|
$
|
31,518
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
|
751
|
|
|
7,356
|
|
|
—
|
|
|
8,107
|
|
||||
Selling, general and administrative
|
|
|
870
|
|
|
7,884
|
|
|
3,811
|
|
|
12,565
|
|
||||
Allocation of corporate overhead
|
|
|
800
|
|
|
1,701
|
|
|
(2,501
|
)
|
|
—
|
|
||||
Provision for doubtful accounts
|
|
|
949
|
|
|
—
|
|
|
—
|
|
|
949
|
|
||||
Depreciation and amortization of property and equipment
|
|
|
7,677
|
|
|
151
|
|
|
174
|
|
|
8,002
|
|
||||
Amortization of intangible assets
|
|
|
23
|
|
|
2,763
|
|
|
4
|
|
|
2,790
|
|
||||
Total operating expenses
|
|
|
11,070
|
|
|
19,855
|
|
|
1,488
|
|
|
32,413
|
|
||||
Income (loss) from operations
|
|
|
$
|
8,743
|
|
|
$
|
(8,150
|
)
|
|
$
|
(1,488
|
)
|
|
$
|
(895
|
)
|
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment Business
|
|
Corporate
|
|
Consolidated
|
||||||||
Direct operating
|
|
|
$
|
8
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Selling, general and administrative
|
|
|
4
|
|
|
223
|
|
|
407
|
|
|
634
|
|
||||
Total stock-based compensation
|
|
|
$
|
12
|
|
|
$
|
228
|
|
|
$
|
407
|
|
|
$
|
647
|
|
|
Three Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
7,491
|
|
|
$
|
10,025
|
|
|
$
|
(2,534
|
)
|
|
(25
|
)%
|
Content & Entertainment Business
|
6,253
|
|
|
6,253
|
|
|
—
|
|
|
—
|
%
|
|||
|
$
|
13,744
|
|
|
$
|
16,278
|
|
|
$
|
(2,534
|
)
|
|
(16
|
)%
|
|
Three Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
410
|
|
|
$
|
352
|
|
|
$
|
58
|
|
|
16
|
%
|
Content & Entertainment Business
|
3,206
|
|
|
3,689
|
|
|
(483
|
)
|
|
(13
|
)%
|
|||
|
$
|
3,616
|
|
|
$
|
4,041
|
|
|
$
|
(425
|
)
|
|
(11
|
)%
|
|
Three Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
465
|
|
|
$
|
428
|
|
|
$
|
37
|
|
|
9
|
%
|
Content & Entertainment Business
|
3,833
|
|
|
3,903
|
|
|
(70
|
)
|
|
(2
|
)%
|
|||
Corporate
|
2,189
|
|
|
1,916
|
|
|
273
|
|
|
14
|
%
|
|||
|
$
|
6,487
|
|
|
$
|
6,247
|
|
|
$
|
240
|
|
|
4
|
%
|
|
Three Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
1,942
|
|
|
$
|
3,476
|
|
|
$
|
(1,534
|
)
|
|
(44
|
)%
|
Content & Entertainment Business
|
87
|
|
|
82
|
|
|
5
|
|
|
6
|
%
|
|||
Corporate
|
47
|
|
|
87
|
|
|
(40
|
)
|
|
(46
|
)%
|
|||
|
$
|
2,076
|
|
|
$
|
3,645
|
|
|
$
|
(1,569
|
)
|
|
(43
|
)%
|
|
Three Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
1,222
|
|
|
$
|
1,929
|
|
|
$
|
(707
|
)
|
|
(37
|
)%
|
Corporate
|
1,350
|
|
|
2,046
|
|
|
(696
|
)
|
|
(34
|
)%
|
|||
|
$
|
2,572
|
|
|
$
|
3,975
|
|
|
$
|
(1,403
|
)
|
|
(35
|
)%
|
|
|
Three Months Ended September 30,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Net loss
|
|
$
|
(3,487
|
)
|
|
$
|
(7,465
|
)
|
Add Back
:
|
|
|
|
|
|
|
||
Income tax expense
|
|
—
|
|
|
196
|
|
||
Depreciation and amortization of property and equipment
|
|
2,076
|
|
|
3,645
|
|
||
Amortization of intangible assets
|
|
1,395
|
|
|
1,395
|
|
||
Interest expense, net
|
|
2,572
|
|
|
3,975
|
|
||
Debt conversion expense and loss on extinguishment of notes payable
|
|
—
|
|
|
3,205
|
|
||
Other expense, net
|
|
18
|
|
|
233
|
|
||
Change in fair value of interest rate derivatives
|
|
—
|
|
|
(43
|
)
|
||
Provision for doubtful accounts
|
|
—
|
|
|
393
|
|
||
Stock-based compensation and expenses
|
|
317
|
|
|
330
|
|
||
Net loss attributable to noncontrolling interest
|
|
8
|
|
|
11
|
|
||
Adjusted EBITDA
|
|
$
|
2,899
|
|
|
$
|
5,875
|
|
|
|
|
|
|
||||
Adjustments related to the Cinema Equipment Business
|
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
|
$
|
(1,942
|
)
|
|
$
|
(3,476
|
)
|
Amortization of intangible assets
|
|
(11
|
)
|
|
(12
|
)
|
||
Provision for doubtful accounts
|
|
—
|
|
|
(393
|
)
|
||
Other (income) expense, net
|
|
—
|
|
|
—
|
|
||
Income from operations
|
|
(3,206
|
)
|
|
(4,398
|
)
|
||
Adjusted EBITDA from non-cinema equipment business
|
|
$
|
(2,260
|
)
|
|
$
|
(2,404
|
)
|
|
Six Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
14,606
|
|
|
$
|
19,813
|
|
|
$
|
(5,207
|
)
|
|
(26
|
)%
|
Content & Entertainment Business
|
12,216
|
|
|
11,705
|
|
|
511
|
|
|
4
|
%
|
|||
|
$
|
26,822
|
|
|
$
|
31,518
|
|
|
$
|
(4,696
|
)
|
|
(15
|
)%
|
|
Six Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
722
|
|
|
$
|
751
|
|
|
$
|
(29
|
)
|
|
(4
|
)%
|
Content & Entertainment Business
|
6,319
|
|
|
7,356
|
|
|
(1,037
|
)
|
|
(14
|
)%
|
|||
|
$
|
7,041
|
|
|
$
|
8,107
|
|
|
$
|
(1,066
|
)
|
|
(13
|
)%
|
|
Six Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
998
|
|
|
$
|
870
|
|
|
$
|
128
|
|
|
15
|
%
|
Content & Entertainment Business
|
7,720
|
|
|
7,884
|
|
|
(164
|
)
|
|
(2
|
)%
|
|||
Corporate
|
4,312
|
|
|
3,811
|
|
|
501
|
|
|
13
|
%
|
|||
Total
|
$
|
13,030
|
|
|
$
|
12,565
|
|
|
$
|
465
|
|
|
4
|
%
|
|
Six Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
3,902
|
|
|
$
|
7,677
|
|
|
$
|
(3,775
|
)
|
|
(49
|
)%
|
Content & Entertainment Business
|
169
|
|
|
151
|
|
|
18
|
|
|
12
|
%
|
|||
Corporate
|
94
|
|
|
174
|
|
|
(80
|
)
|
|
(46
|
)%
|
|||
|
$
|
4,165
|
|
|
$
|
8,002
|
|
|
$
|
(3,837
|
)
|
|
(48
|
)%
|
|
Six Months Ended September 30,
|
|||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
2,626
|
|
|
$
|
3,956
|
|
|
$
|
(1,330
|
)
|
|
(34
|
)%
|
Corporate
|
2,641
|
|
|
4,060
|
|
|
(1,419
|
)
|
|
(35
|
)%
|
|||
|
$
|
5,267
|
|
|
$
|
8,016
|
|
|
$
|
(2,749
|
)
|
|
(34
|
)%
|
|
|
Six Months Ended September 30,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Net loss
|
|
$
|
(6,770
|
)
|
|
$
|
(12,617
|
)
|
Add Back:
|
|
|
|
|
|
|
||
Income tax expense
|
|
139
|
|
|
382
|
|
||
Depreciation and amortization of property and equipment
|
|
4,165
|
|
|
8,002
|
|
||
Amortization of intangible assets
|
|
2,790
|
|
|
2,790
|
|
||
Interest expense, net
|
|
5,267
|
|
|
8,016
|
|
||
Debt conversion expense and loss on extinguishment of notes payable
|
|
—
|
|
|
3,205
|
|
||
Other expense, net
|
|
28
|
|
|
502
|
|
||
Change in fair value of interest rate derivatives
|
|
—
|
|
|
(83
|
)
|
||
Provision for doubtful accounts
|
|
—
|
|
|
393
|
|
||
Stock-based compensation and expenses
|
|
403
|
|
|
647
|
|
||
Net loss attributable to noncontrolling interest
|
|
24
|
|
|
17
|
|
||
Adjusted EBITDA
|
|
$
|
6,046
|
|
|
$
|
11,254
|
|
|
|
|
|
|
||||
Adjustments related to the Cinema Equipment Business
|
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
|
$
|
(3,902
|
)
|
|
$
|
(7,677
|
)
|
Amortization of intangible assets
|
|
(23
|
)
|
|
(23
|
)
|
||
Provision for doubtful accounts
|
|
—
|
|
|
(393
|
)
|
||
Other (income) expense, net
|
|
—
|
|
|
—
|
|
||
Income from operations
|
|
(6,929
|
)
|
|
(8,743
|
)
|
||
|
|
$
|
(4,808
|
)
|
|
$
|
(5,582
|
)
|
|
|
For the Six Months Ended September 30,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Net cash provided by operating activities
|
|
$
|
1,557
|
|
|
$
|
20,460
|
|
Net cash used in investing activities
|
|
(859
|
)
|
|
(345
|
)
|
||
Net cash used in financing activities
|
|
(2,959
|
)
|
|
(23,020
|
)
|
||
Net change in cash and cash equivalents
|
|
$
|
(2,261
|
)
|
|
$
|
(2,905
|
)
|
|
|
Payments Due
|
||||||||||||||||||
Contractual Obligations (in thousands)
|
|
Total
|
|
2019
|
|
2020 &
2021 |
|
2022 &
2023 |
|
Thereafter
|
||||||||||
Long-term recourse debt
|
|
$
|
41,070
|
|
|
$
|
25,843
|
|
|
$
|
15,227
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term non-recourse debt
(1)
|
|
30,265
|
|
|
300
|
|
|
29,965
|
|
|
—
|
|
|
—
|
|
|||||
Debt-related obligations, principal
|
|
$
|
71,335
|
|
|
$
|
26,143
|
|
|
$
|
45,192
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on recourse debt
|
|
$
|
8,534
|
|
|
$
|
7,227
|
|
|
$
|
1,307
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on non-recourse debt
(1)
|
|
10,264
|
|
|
4,106
|
|
|
6,158
|
|
|
—
|
|
|
—
|
|
|||||
Total interest
|
|
$
|
18,798
|
|
|
$
|
11,333
|
|
|
$
|
7,465
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total debt-related obligations
|
|
$
|
90,133
|
|
|
$
|
37,476
|
|
|
$
|
52,657
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total non-recourse debt including interest
|
|
$
|
40,529
|
|
|
$
|
4,406
|
|
|
$
|
36,123
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations
|
|
$
|
3,589
|
|
|
$
|
702
|
|
|
$
|
2,189
|
|
|
$
|
698
|
|
|
$
|
—
|
|
(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
|
4.1
|
‑‑
|
|
10.1
|
‑‑
|
|
10.2
|
‑‑
|
|
10.3
|
‑‑
|
|
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 14, 2018
|
By:
|
/s/ Christopher J. McGurk
|
|
|
|
Christopher J. McGurk
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
|
|
|
|
|
Date:
|
November 14, 2018
|
By:
|
/s/ Jeffrey S. Edell
|
|
|
|
Jeffrey S. Edell
Chief Financial Officer (Principal Financial 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 14, 2018
|
|
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 14, 2018
|
|
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 14, 2018
|
|
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 14, 2018
|
|
By:
|
/s/ Jeffrey S. Edell
|
|
|
|
|
Jeffrey S. Edell
Chief Financial Officer (Principal Financial Officer)
|