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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cinedigm Corporation | NASDAQ:CIDM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.2945 | 0.29 | 0.298 | 0 | 01:00:00 |
Delaware
|
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22-3720962
|
(State or Other Jurisdiction of Incorporation or Organization)
|
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(I.R.S. Employer Identification No.)
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|
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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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Trading Symbol
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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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CIDM
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NASDAQ GLOBAL MARKET
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|
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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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
o
No
x
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
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Yes
o
No
x
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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 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).
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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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
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o
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Page
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FORWARD-LOOKING STATEMENTS
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||
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PART I
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||
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ITEM 1.
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Business
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ITEM 1A.
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Risk Factors
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ITEM 1B.
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Unresolved Staff Comments
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ITEM 2.
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Properties
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ITEM 3.
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Legal Proceedings
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ITEM 4.
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Mine Safety Disclosures
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PART II
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||
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ITEM 5.
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Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
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ITEM 6.
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Selected Financial Data
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ITEM 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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ITEM 8.
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Financial Statements and Supplementary Data
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ITEM 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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ITEM 9A.
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Controls and Procedures
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ITEM 9B.
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Other Information
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PART III
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||
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ITEM 10.
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Directors, Executive Officers and Corporate Governance
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ITEM 11.
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Executive Compensation
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ITEM 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
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ITEM 13.
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Certain Relationships and Related Transactions, and Director Independence
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ITEM 14.
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Principal Accountant Fees and Services
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PART IV
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||
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ITEM 15.
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Exhibits and Financial Statement Schedules
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SIGNATURES
|
•
|
successful execution of our business strategy, particularly for new endeavors;
|
•
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the performance of our targeted markets;
|
•
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competitive product and pricing pressures;
|
•
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changes in business relationships with our major customers;
|
•
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successful integration of acquired businesses;
|
•
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the content we distribute through our in-theatre, on-line and mobile services may expose us to liability;
|
•
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general economic and market conditions;
|
•
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the effect of our indebtedness on our financial condition and financial flexibility, including, but not limited to, the ability to obtain necessary financing for our business; and
|
•
|
the other risks and uncertainties that are set forth in Item 1, “Business”, Item 1A "Risk Factors"
and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
|
•
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Four years of history operating OTT channels with millions of downloads, hundreds of thousands of registered users, and hundreds of millions of discrete data points on our customer’s behavior and preferences,
|
•
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The depth and breadth of our almost 50,000 title film and television episode library,
|
•
|
Our digital assets and deep, long-standing relationships as launch partners that cover the major digital platforms and devices,
|
•
|
Our marketing expertise,
|
•
|
Our flexible releasing strategies, which differ from larger entertainment companies that need to protect their legacy businesses, and
|
•
|
Our experienced management team
|
•
|
Entertainment One (eOne) Ltd.
|
•
|
IFC Entertainment
|
•
|
Lionsgate Entertainment
|
•
|
Magnolia Pictures
|
•
|
Pure Flix
|
•
|
RLJ Entertainment, Inc.
|
•
|
Warner Brothers Digital Networks
|
•
|
AMC Networks
|
Operations of:
|
Products and services provided:
|
|
|
Cinema Equipment Business
|
Financing vehicles and administrators for 3,480 Systems installed nationwide in our first deployment phase (“Phase I Deployment”) to theatrical exhibitors and for 5,853 Systems installed domestically and internationally in our second deployment phase (“Phase II Deployment”).
We retain ownership of the Systems and the residual cash flows related to the Systems in Phase I Deployment after the repayment of all non-recourse debt at the expiration of exhibitor master license agreements. For certain Phase II Deployment Systems, we do not retain ownership of the residual cash flows and digital cinema equipment in Phase II Deployment after the completion of cost recoupment and at the expiration of the exhibitor master license agreements. The Cinema Equipment Business also provides monitoring, collection, verification and management services to this segment, as well as to exhibitors who purchase their own equipment, and also collects and disburses VPFs from motion picture studios, distributors and ACFs from alternative content providers, movie exhibitors and theatrical exhibitors (collectively, “Services”). |
•
|
requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;
|
•
|
limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;
|
•
|
limiting our ability to pursue our growth strategy or, including restricting us from making strategic acquisitions or causing us to make nonstrategic divestitures;
|
•
|
placing us at a disadvantage compared to our competitors who are less leveraged and may be better able to use their cash flow to fund competitive responses to changing industry, market or economic conditions; and
|
•
|
making us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
|
•
|
limited operating experience;
|
•
|
net losses;
|
•
|
lack of sufficient customers or loss of significant customers;
|
•
|
a changing business focus;
|
•
|
the downward trend in sales of physical DVD and Blu-ray discs;
|
•
|
rapidly-changing technology for some of the products and services we offer; and
|
•
|
difficulties in managing potentially rapid growth.
|
•
|
rights to certain domain names;
|
•
|
registered service marks on certain names and phrases;
|
•
|
various unregistered trademarks and service marks;
|
•
|
film, television and other forms of viewing content;
|
•
|
know-how; and
|
•
|
rights to certain logos.
|
•
|
limiting our ability to obtain necessary financing in the future; and
|
•
|
requiring us to dedicate a substantial portion of our cash flow to payments on our debt obligations,
|
•
|
Limiting our ability to obtain necessary financing in the future;
|
•
|
restricting us from incurring liens on the digital cinema projection systems financed and from
|
•
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requiring them to dedicate a substantial portion of their cash flow to payments on their debt obligations, thereby reducing the availability of their cash flow for other uses.
|
•
|
make investments;
|
•
|
incur other indebtedness or liens;
|
•
|
create or acquire subsidiaries;
|
•
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engage in a new line of business;
|
•
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pay dividends;
|
•
|
sell assets;
|
•
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acquire, consolidate with, or merge with or into other companies; and
|
•
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enter into transactions with affiliates.
|
•
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make certain capital expenditures and investments;
|
•
|
incur other indebtedness or liens;
|
•
|
engage in a new line of business;
|
•
|
sell assets;
|
•
|
acquire, consolidate with, or merge with or into other companies; and
|
•
|
enter into transactions with affiliates.
|
•
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reducing capital expenditures;
|
•
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reducing our overhead costs and/or workforce;
|
•
|
reducing research and development efforts;
|
•
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selling assets;
|
•
|
restructuring or refinancing our remaining indebtedness; and
|
•
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seeking additional funding.
|
•
|
the Chinese government exerts substantial influence over the manner in which we must conduct our business activities;
|
•
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restrictions on currency exchange may limit our ability to receive and use our cash effectively
;
|
•
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the Chinese government may favor local businesses and make it more difficult for foreign businesses to operate in China on an equal footing, or generally;
|
•
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there are increased uncertainties related to the enforcement of contracts with certain parties; and
|
•
|
more restrictive rules on foreign investment could adversely affect our ability to expand our operations in China
|
•
|
defamation;
|
•
|
invasion of privacy;
|
•
|
negligence;
|
•
|
copyright or trademark infringement (as discussed above); and
|
•
|
other claims based on the nature and content of the materials distributed.
|
•
|
actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
|
•
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changes in the market’s expectations about our operating results;
|
•
|
success of competitors;
|
•
|
our operating results failing to meet the expectation of securities analysts or investors in a particular period;
|
•
|
changes in financial estimates and recommendations by securities analysts concerning us, the market for digital and physical content, content distribution and entertainment in general;
|
•
|
operating and stock price performance of other companies that investors deem comparable to us;
|
•
|
our ability to market new and enhanced products on a timely basis;
|
•
|
changes in laws and regulations affecting our business or our industry;
|
•
|
commencement of, or involvement in, litigation involving us;
|
•
|
changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
|
•
|
the volume of shares of the Class A common stock available for public sale;
|
•
|
any major change in our board of directors or management;
|
•
|
sales of substantial amounts of Class A common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and
|
•
|
general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism.
|
•
|
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
|
•
|
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
|
•
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the ability of our board of directors to determine to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
•
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the requirement that an annual meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
•
|
limiting the liability of, and providing indemnification to, our directors and officers;
|
•
|
controlling the procedures for the conduct and scheduling of stockholder meetings; and
|
•
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providing that directors may be removed prior to the expiration of their terms by the Board of Directors only for cause.
|
|
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|
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||
Location
|
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Square Feet (Approx.)
|
|
Lease Expiration Date
|
|
Primary Use
|
Sherman Oaks, California
|
|
11,600
|
|
March 2022
|
|
Primary operations, sales, marketing and administrative offices for our Content & Entertainment Group. In addition, certain operations and administration for our other business segments.
|
Borough of Manhattan, City of New York, New York
|
|
10,500
|
|
April 2021
|
|
Corporate executive and administrative headquarters. Shared between all business segments.
|
|
|
For the Fiscal Year Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
HIGH
|
|
LOW
|
|
HIGH
|
|
LOW
|
April 1 – June 30
|
|
$1.81
|
|
$1.31
|
|
$2.26
|
|
$1.38
|
July 1 – September 30
|
|
$1.62
|
|
$0.98
|
|
$1.75
|
|
$1.41
|
October 1 – December 31
|
|
$1.40
|
|
$0.48
|
|
$1.64
|
|
$1.21
|
January 1 – March 31
|
|
$2.05
|
|
$0.53
|
|
$1.51
|
|
$1.21
|
|
For the Fiscal Years Ended March 31,
|
||||||||||||||||||
Statement of Operations Data
|
(In thousands, except for share and per share data)
|
||||||||||||||||||
Related to Continuing Operations:
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Revenues
|
$
|
53,534
|
|
|
$
|
67,683
|
|
|
$
|
90,394
|
|
|
$
|
104,449
|
|
|
$
|
105,484
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
16,120
|
|
|
19,523
|
|
|
25,121
|
|
|
31,341
|
|
|
30,109
|
|
|||||
Selling, general and administrative
|
27,661
|
|
|
28,454
|
|
|
23,776
|
|
|
33,367
|
|
|
31,120
|
|
|||||
Provision (benefit) for doubtful accounts
|
1,620
|
|
|
991
|
|
|
1,213
|
|
|
789
|
|
|
(206
|
)
|
|||||
Restructuring, transition and acquisitions expenses, net
|
—
|
|
|
—
|
|
|
87
|
|
|
1,130
|
|
|
2,638
|
|
|||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
18,000
|
|
|
6,000
|
|
|||||
Litigation and related, net of recovery in 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,228
|
)
|
|
1,282
|
|
|||||
Depreciation and amortization of property and equipment
|
8,124
|
|
|
12,412
|
|
|
27,722
|
|
|
37,344
|
|
|
37,519
|
|
|||||
Amortization of intangible assets
|
5,627
|
|
|
5,580
|
|
|
5,718
|
|
|
5,852
|
|
|
5,864
|
|
|||||
Total operating expenses
|
59,152
|
|
|
66,960
|
|
|
83,637
|
|
|
125,595
|
|
|
114,326
|
|
|||||
(Loss) income from operations
|
(5,618
|
)
|
|
723
|
|
|
6,757
|
|
|
(21,146
|
)
|
|
(8,842
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
36
|
|
|
57
|
|
|
73
|
|
|
82
|
|
|
101
|
|
|||||
Interest expense
|
(10,292
|
)
|
|
(14,250
|
)
|
|
(19,068
|
)
|
|
(20,642
|
)
|
|
(19,899
|
)
|
|||||
Debt conversion expense and loss on extinguishment of notes payable
|
—
|
|
|
(4,504
|
)
|
|
(5,415
|
)
|
|
(931
|
)
|
|
—
|
|
|||||
Gain on termination of capital lease
|
—
|
|
|
—
|
|
|
2,535
|
|
|
—
|
|
|
—
|
|
|||||
Other (expense) income, net
|
(96
|
)
|
|
(277
|
)
|
|
31
|
|
|
513
|
|
|
105
|
|
|||||
Change in fair value of interest rate derivatives
|
—
|
|
|
157
|
|
|
142
|
|
|
(40
|
)
|
|
(441
|
)
|
|||||
Loss from operations before income taxes
|
(15,970
|
)
|
|
(18,094
|
)
|
|
(14,945
|
)
|
|
(42,164
|
)
|
|
(28,976
|
)
|
|||||
Income tax expense
|
(295
|
)
|
|
(401
|
)
|
|
(252
|
)
|
|
(345
|
)
|
|
—
|
|
|||||
Loss from continuing operations
|
(16,265
|
)
|
|
(18,495
|
)
|
|
(15,197
|
)
|
|
(42,509
|
)
|
|
(28,976
|
)
|
|||||
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|||||
Loss on sale of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,293
|
)
|
|||||
Net loss
|
(16,265
|
)
|
|
(18,495
|
)
|
|
(15,197
|
)
|
|
(42,509
|
)
|
|
(32,169
|
)
|
|||||
Net loss attributable to noncontrolling interest
|
32
|
|
|
41
|
|
|
68
|
|
|
767
|
|
|
861
|
|
|||||
Net loss attributable to Cinedigm Corp.
|
(16,233
|
)
|
|
(18,454
|
)
|
|
(15,129
|
)
|
|
(41,742
|
)
|
|
(31,308
|
)
|
|||||
Preferred stock dividends
|
(356
|
)
|
|
(356
|
)
|
|
(356
|
)
|
|
(356
|
)
|
|
(356
|
)
|
|||||
Net loss attributable to common shareholders
|
$
|
(16,589
|
)
|
|
$
|
(18,810
|
)
|
|
$
|
(15,485
|
)
|
|
$
|
(42,098
|
)
|
|
$
|
(31,664
|
)
|
Basic and diluted net loss per share from continuing operations
|
$
|
(0.44
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.92
|
)
|
|
$
|
(6.51
|
)
|
|
$
|
(3.71
|
)
|
Shares used in computing basic and diluted net loss per share
(1)
|
37,919,754
|
|
|
23,104,811
|
|
|
8,049,160
|
|
|
6,467,978
|
|
|
7,678,535
|
|
(1)
|
We incurred net losses for all periods presented and, therefore, the impact of potentially dilutive common stock equivalents and convertible notes have been excluded from the computation of net loss per share from continuing operations as their impact would be anti-dilutive.
|
|
For the Fiscal Years Ended March 31,
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data (At Period End):
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Cash, cash equivalents and restricted cash
|
$
|
18,872
|
|
|
$
|
18,952
|
|
|
$
|
13,566
|
|
|
$
|
34,464
|
|
|
$
|
25,750
|
|
Working capital (deficit)
|
(48,834
|
)
|
|
(2,165
|
)
|
|
(15,411
|
)
|
|
1,012
|
|
|
(30,871
|
)
|
|||||
Total assets
|
98,839
|
|
|
121,182
|
|
|
151,334
|
|
|
209,398
|
|
|
273,017
|
|
|||||
Notes payable, non-recourse
|
19,132
|
|
|
38,082
|
|
|
61,104
|
|
|
112,312
|
|
|
151,360
|
|
|||||
Total stockholders' deficit of Cinedigm Corp.
|
(35,281
|
)
|
|
(21,049
|
)
|
|
(69,489
|
)
|
|
(71,842
|
)
|
|
(18,959
|
)
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
11,088
|
|
|
22,397
|
|
|
31,699
|
|
|
25,504
|
|
|
9,211
|
|
|||||
Net cash (used in) provided by investing activities
|
(1,970
|
)
|
|
(931
|
)
|
|
(486
|
)
|
|
(1,389
|
)
|
|
1,197
|
|
|||||
Net cash used in financing activities
|
(9,198
|
)
|
|
(16,080
|
)
|
|
(44,128
|
)
|
|
(17,633
|
)
|
|
(41,624
|
)
|
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
|
•
|
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.
|
|
For the Fiscal Year Ended March 31,
|
|||||||||||||
($ in thousands)
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
26,199
|
|
|
$
|
37,577
|
|
|
$
|
(11,378
|
)
|
|
(30.3
|
)%
|
Content & Entertainment
|
27,335
|
|
|
30,106
|
|
|
(2,771
|
)
|
|
(9.2
|
)%
|
|||
|
$
|
53,534
|
|
|
$
|
67,683
|
|
|
$
|
(14,149
|
)
|
|
(20.9
|
)%
|
|
For the Fiscal Year Ended March 31,
|
|||||||||||||
($ in thousands)
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
1,401
|
|
|
$
|
1,526
|
|
|
$
|
(125
|
)
|
|
(8.2
|
)%
|
Content & Entertainment
|
14,719
|
|
|
17,997
|
|
|
(3,278
|
)
|
|
(18.2
|
)%
|
|||
|
$
|
16,120
|
|
|
$
|
19,523
|
|
|
$
|
(3,403
|
)
|
|
(17.4
|
)%
|
|
For the Fiscal Year Ended March 31,
|
|||||||||||||
($ in thousands)
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
1,960
|
|
|
$
|
1,755
|
|
|
$
|
205
|
|
|
11.7
|
%
|
Content & Entertainment
|
15,322
|
|
|
16,715
|
|
|
(1,393
|
)
|
|
(8.3
|
)%
|
|||
Corporate
|
10,379
|
|
|
9,984
|
|
|
395
|
|
|
4.0
|
%
|
|||
|
$
|
27,661
|
|
|
$
|
28,454
|
|
|
$
|
(793
|
)
|
|
(2.8
|
)%
|
|
For the Fiscal Year Ended March 31,
|
|||||||||||||
($ in thousands)
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
7,599
|
|
|
11,690
|
|
|
(4,091
|
)
|
|
(35.0
|
)%
|
||
Content & Entertainment
|
343
|
|
|
443
|
|
|
(100
|
)
|
|
(22.6
|
)%
|
|||
Corporate
|
182
|
|
|
279
|
|
|
(97
|
)
|
|
(34.8
|
)%
|
|||
|
$
|
8,124
|
|
|
$
|
12,412
|
|
|
$
|
(4,288
|
)
|
|
(34.5
|
)%
|
|
For the Fiscal Year Ended March 31,
|
|||||||||||||
($ in thousands)
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Cinema Equipment Business
|
$
|
4,741
|
|
|
$
|
7,200
|
|
|
$
|
(2,459
|
)
|
|
(34.2
|
)%
|
Corporate
|
5,515
|
|
|
6,993
|
|
|
(1,478
|
)
|
|
(21.1
|
)%
|
|||
|
$
|
10,256
|
|
|
$
|
14,193
|
|
|
$
|
(3,937
|
)
|
|
(27.7
|
)%
|
|
|
For the Fiscal Year Ended March 31,
|
||||||
($ in thousands)
|
|
2019
|
|
2018
|
||||
Net loss
|
|
$
|
(16,265
|
)
|
|
$
|
(18,495
|
)
|
Add Back
:
|
|
|
|
|
||||
Income tax expense
|
|
295
|
|
|
401
|
|
||
Depreciation and amortization of property and equipment
|
|
8,124
|
|
|
12,412
|
|
||
Amortization of intangible assets
|
|
5,627
|
|
|
5,580
|
|
||
Interest expense, net
|
|
10,256
|
|
|
14,193
|
|
||
Debt conversion expense and loss on extinguishment of notes payable
|
|
—
|
|
|
4,504
|
|
||
Other expense, net
|
|
2,019
|
|
|
2,028
|
|
||
Change in fair value of interest rate derivatives
|
|
—
|
|
|
(157
|
)
|
||
Provision for doubtful accounts
|
|
—
|
|
|
253
|
|
||
Stock-based compensation and expenses
|
|
1,576
|
|
|
2,279
|
|
||
Net loss attributable to noncontrolling interest
|
|
32
|
|
|
41
|
|
||
Adjusted EBITDA
|
|
$
|
11,664
|
|
|
$
|
23,039
|
|
|
|
|
|
|
||||
Adjustments related to the Cinema Equipment Business
|
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
|
$
|
(7,599
|
)
|
|
$
|
(11,690
|
)
|
Amortization of intangible assets
|
|
(46
|
)
|
|
(46
|
)
|
||
Provision for doubtful accounts
|
|
—
|
|
|
(253
|
)
|
||
Bonuses
|
|
—
|
|
|
(59
|
)
|
||
Stock-based compensation and expenses
|
|
(26
|
)
|
|
—
|
|
||
Income from operations
|
|
(11,884
|
)
|
|
(13,683
|
)
|
||
Adjusted EBITDA from non-cinema equipment business
|
|
$
|
(7,891
|
)
|
|
$
|
(2,692
|
)
|
|
|
|
|
|
|
For the Fiscal Years Ended March 31,
|
||||||
($ in thousands)
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
11,088
|
|
|
$
|
22,397
|
|
Net cash used in investing activities
|
(1,970
|
)
|
|
(931
|
)
|
||
Net cash used in financing activities
|
(9,198
|
)
|
|
(16,080
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
$
|
(80
|
)
|
|
$
|
5,386
|
|
|
Payments Due
|
||||||||||||||||||
Contractual Obligations (in thousands)
|
Total
|
|
2020
|
|
2021 & 2022
|
|
2023 & 2024
|
|
Thereafter
|
||||||||||
Long-term recourse debt
|
$
|
44,755
|
|
|
$
|
44,755
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term non-recourse debt
(1)
|
20,627
|
|
|
—
|
|
|
20,627
|
|
|
—
|
|
|
—
|
|
|||||
Debt-related obligations, principal
|
$
|
65,382
|
|
|
$
|
44,755
|
|
|
$
|
20,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on recourse debt
|
$
|
7,885
|
|
|
$
|
6,828
|
|
|
$
|
1,057
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on non-recourse debt
(1)
|
5,654
|
|
|
2,831
|
|
|
2,823
|
|
|
—
|
|
|
—
|
|
|||||
Total interest
|
$
|
13,539
|
|
|
$
|
9,659
|
|
|
$
|
3,880
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total debt-related obligations
|
$
|
78,921
|
|
|
$
|
54,414
|
|
|
$
|
24,507
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total non-recourse debt including interest
|
$
|
26,281
|
|
|
$
|
2,831
|
|
|
$
|
23,450
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations
|
$
|
2,925
|
|
|
$
|
1,109
|
|
|
$
|
1,816
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(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.
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets at March 31, 2019 and 2018
|
|
Consolidated Statements of Operations for the fiscal years ended March 31, 2019 and 2018
|
|
Consolidated Statements of Comprehensive Loss for the fiscal years ended March 31, 2019 and 2018
|
|
Consolidated Statements of Deficit for the fiscal years ended March 31, 2019 and 2018
|
|
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2019 and 2018
|
|
Notes to Consolidated Financial Statements
|
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
17,872
|
|
|
$
|
17,952
|
|
Accounts receivable, net
|
35,510
|
|
|
38,128
|
|
||
Inventory, net
|
673
|
|
|
792
|
|
||
Unbilled revenue
|
2,336
|
|
|
6,799
|
|
||
Prepaid and other current assets
|
8,488
|
|
|
10,497
|
|
||
Total current assets
|
64,879
|
|
|
74,168
|
|
||
Restricted cash
|
1,000
|
|
|
1,000
|
|
||
Property and equipment, net
|
14,047
|
|
|
21,483
|
|
||
Intangible assets, net
|
9,686
|
|
|
14,653
|
|
||
Goodwill
|
8,701
|
|
|
8,701
|
|
||
Other long-term assets
|
526
|
|
|
1,177
|
|
||
Total assets
|
$
|
98,839
|
|
|
$
|
121,182
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
68,707
|
|
|
$
|
69,225
|
|
Current portion of notes payable, including unamortized debt discount of $1,436 and $225, respectively (see Note 5)
|
43,319
|
|
|
4,775
|
|
||
Current portion of notes payable, non-recourse (see Note 5)
|
—
|
|
|
512
|
|
||
Current portion of deferred revenue
|
1,687
|
|
|
1,821
|
|
||
Total current liabilities
|
113,713
|
|
|
76,333
|
|
||
Notes payable, non-recourse, net of current portion and unamortized debt issuance costs of
$1,495 and $2,140 respectively (see Note 5) |
19,132
|
|
|
37,570
|
|
||
Notes payable, net of current portion and unamortized debt issuance costs of $0 and $3,352, respectively (see Note 5)
|
—
|
|
|
25,435
|
|
||
Deferred revenue, net of current portion
|
2,357
|
|
|
3,842
|
|
||
Other long-term liabilities
|
205
|
|
|
306
|
|
||
Total liabilities
|
135,407
|
|
|
143,486
|
|
||
Commitments and contingencies (see Note 7)
|
|
|
|
|
|
||
Stockholders’ Deficit
|
|
|
|
|
|
||
Preferred stock, 15,000,000 shares authorized; Series A 10% - $0.001 par value per share; 20 shares authorized; 7 shares issued and outstanding at March 31, 2019 and 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 March 31, 2019 and 2018; 36,992,433 and 36,261,975 shares issued and 35,678,597 and 34,948,139 shares outstanding at March 31, 2019 and 2018, respectively.
|
36
|
|
|
35
|
|
||
Additional paid-in capital
|
368,531
|
|
|
366,223
|
|
||
Treasury stock, at cost; 1,313,836 Class A common shares at March 31, 2019 and 2018.
|
(11,603
|
)
|
|
(11,603
|
)
|
||
Accumulated deficit
|
(395,814
|
)
|
|
(379,225
|
)
|
||
Accumulated other comprehensive income (loss)
|
10
|
|
|
(38
|
)
|
||
Total stockholders’ deficit of Cinedigm Corp.
|
(35,281
|
)
|
|
(21,049
|
)
|
||
Deficit attributable to noncontrolling interest
|
(1,287
|
)
|
|
(1,255
|
)
|
||
Total deficit
|
(36,568
|
)
|
|
(22,304
|
)
|
||
Total liabilities and deficit
|
$
|
98,839
|
|
|
$
|
121,182
|
|
|
For the Fiscal Year Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
$
|
53,534
|
|
|
$
|
67,683
|
|
Costs and expenses:
|
|
|
|
|
|||
Direct operating (excludes depreciation and amortization shown below)
|
16,120
|
|
|
19,523
|
|
||
Selling, general and administrative
|
27,661
|
|
|
28,454
|
|
||
Provision for doubtful accounts
|
1,620
|
|
|
991
|
|
||
Depreciation and amortization of property and equipment
|
8,124
|
|
|
12,412
|
|
||
Amortization of intangible assets
|
5,627
|
|
|
5,580
|
|
||
Total operating expenses
|
59,152
|
|
|
66,960
|
|
||
(Loss) income from operations
|
(5,618
|
)
|
|
723
|
|
||
Interest income
|
36
|
|
|
57
|
|
||
Interest expense
|
(10,292
|
)
|
|
(14,250
|
)
|
||
Debt conversion expense and loss on extinguishment of notes payable
|
—
|
|
|
(4,504
|
)
|
||
Other expense
|
(96
|
)
|
|
(277
|
)
|
||
Change in fair value of interest rate derivatives
|
—
|
|
|
157
|
|
||
Loss from operations before income taxes
|
(15,970
|
)
|
|
(18,094
|
)
|
||
Income tax expense
|
(295
|
)
|
|
(401
|
)
|
||
Net loss
|
(16,265
|
)
|
|
(18,495
|
)
|
||
Net loss attributable to noncontrolling interest
|
32
|
|
|
41
|
|
||
Net loss attributable to controlling interests
|
(16,233
|
)
|
|
(18,454
|
)
|
||
Preferred stock dividends
|
(356
|
)
|
|
(356
|
)
|
||
Net loss attributable to common stockholders
|
$
|
(16,589
|
)
|
|
$
|
(18,810
|
)
|
|
|
|
|
||||
Net loss per Class A common stock attributable to common stockholders - basic and diluted:
|
|
|
|
||||
Net loss attributable to common stockholders
|
$
|
(0.44
|
)
|
|
$
|
(0.81
|
)
|
Weighted average number of Class A common stock outstanding: basic and diluted
|
37,919,754
|
|
|
23,104,811
|
|
|
|
For the Fiscal Year Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net loss
|
|
$
|
(16,265
|
)
|
|
$
|
(18,495
|
)
|
Other comprehensive income: foreign exchange translation
|
|
48
|
|
|
—
|
|
||
Comprehensive loss
|
|
(16,217
|
)
|
|
(18,495
|
)
|
||
Less: comprehensive loss attributable to noncontrolling interest
|
|
32
|
|
|
41
|
|
||
Comprehensive loss attributable to controlling interests
|
|
$
|
(16,185
|
)
|
|
$
|
(18,454
|
)
|
|
Series A
Preferred Stock
|
|
Class A and Class B
Common Stock
|
|
Treasury
Stock
|
|
Additional Paid-In Capital
|
|
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, 2017
|
7
|
|
$
|
3,559
|
|
|
11,841,983
|
|
$
|
12
|
|
|
—
|
|
$
|
—
|
|
|
$
|
287,393
|
|
|
$
|
(360,415
|
)
|
|
$
|
(38
|
)
|
|
$
|
(69,489
|
)
|
|
$
|
(1,214
|
)
|
|
$
|
(70,703
|
)
|
Issuance of common stock for third-party professional services
|
—
|
|
—
|
|
|
686,641
|
|
1
|
|
|
—
|
|
—
|
|
|
875
|
|
|
—
|
|
|
—
|
|
|
876
|
|
|
—
|
|
|
876
|
|
|||||||||
Common stock issued in connection with conversion of Convertible Notes
|
—
|
|
—
|
|
|
3,536,783
|
|
3
|
|
|
—
|
|
—
|
|
|
34,285
|
|
|
—
|
|
|
—
|
|
|
34,288
|
|
|
—
|
|
|
34,288
|
|
|||||||||
Forfeitures of restricted stock awards, net of issuances
|
—
|
|
—
|
|
|
(27,673
|
)
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Issuance of common stock in
connection with the stock purchase agreement with Bison, net |
—
|
|
—
|
|
|
19,666,667
|
|
20
|
|
|
—
|
|
—
|
|
|
28,011
|
|
|
—
|
|
|
—
|
|
|
28,031
|
|
|
—
|
|
|
28,031
|
|
|||||||||
Issuance of common stock in connection with debt instruments
|
—
|
|
—
|
|
|
333,333
|
|
—
|
|
|
—
|
|
—
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
500
|
|
|||||||||
Issuance of warrants in connection with Bison, net
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
1,084
|
|
|
—
|
|
|
—
|
|
|
1,084
|
|
|
—
|
|
|
1,084
|
|
|||||||||
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
2,279
|
|
|
—
|
|
|
—
|
|
|
2,279
|
|
|
—
|
|
|
2,279
|
|
|||||||||
Preferred stock dividends paid with common stock
|
—
|
|
—
|
|
|
224,241
|
|
—
|
|
|
—
|
|
—
|
|
|
356
|
|
|
(356
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Treasury stock in connection with taxes withheld from employees
|
—
|
|
—
|
|
|
(134,698
|
)
|
—
|
|
|
134,698
|
|
(163
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(163
|
)
|
|
—
|
|
|
(163
|
)
|
|||||||||
Treasury stock in connection with settlement of structured stock repurchase
|
—
|
|
—
|
|
|
(1,179,138
|
)
|
(1
|
)
|
|
1,179,138
|
|
(11,440
|
)
|
|
11,440
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||||
Net loss
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(18,454
|
)
|
|
—
|
|
|
(18,454
|
)
|
|
(41
|
)
|
|
(18,495
|
)
|
|||||||||
Balances as of March 31, 2018
|
7
|
|
$
|
3,559
|
|
|
34,948,139
|
|
$
|
35
|
|
|
1,313,836
|
|
$
|
(11,603
|
)
|
|
$
|
366,223
|
|
|
$
|
(379,225
|
)
|
|
$
|
(38
|
)
|
|
$
|
(21,049
|
)
|
|
$
|
(1,255
|
)
|
|
$
|
(22,304
|
)
|
|
Series A
Preferred Stock |
|
Class A Common Stock
|
|
Treasury
Stock |
|
Additional Paid-In Capital
|
|
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
|
|
|
1,313,836
|
|
$
|
(11,603
|
)
|
|
$
|
366,223
|
|
|
$
|
(379,225
|
)
|
|
$
|
(38
|
)
|
|
$
|
(21,049
|
)
|
|
$
|
(1,255
|
)
|
|
$
|
(22,304
|
)
|
Foreign exchange translation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|||||||||
Issuance of shares for asset acquisition
|
—
|
|
—
|
|
|
137,667
|
|
—
|
|
|
—
|
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
106
|
|
|||||||||
Issuance of common stock for third party professional services
|
—
|
|
—
|
|
|
225,862
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Fair value of conversion feature in connection with convertible note
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
270
|
|
|
—
|
|
|
—
|
|
|
270
|
|
|
—
|
|
|
270
|
|
|||||||||
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
1,576
|
|
|
—
|
|
|
—
|
|
|
1,576
|
|
|
—
|
|
|
1,576
|
|
|||||||||
Issuance of restricted stock to
employees
|
—
|
|
—
|
|
|
10,000
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Preferred stock dividends paid with common stock
|
—
|
|
—
|
|
|
356,929
|
|
1
|
|
|
—
|
|
—
|
|
|
356
|
|
|
(356
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||||
Net loss
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(16,233
|
)
|
|
—
|
|
|
(16,233
|
)
|
|
(32
|
)
|
|
(16,265
|
)
|
|||||||||
Balances as of March 31, 2019
|
7
|
|
$
|
3,559
|
|
|
35,678,597
|
|
$
|
36
|
|
|
1,313,836
|
|
$
|
(11,603
|
)
|
|
$
|
368,531
|
|
|
$
|
(395,814
|
)
|
|
$
|
10
|
|
|
$
|
(35,281
|
)
|
|
$
|
(1,287
|
)
|
|
$
|
(36,568
|
)
|
|
For the Fiscal Year Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(16,265
|
)
|
|
$
|
(18,495
|
)
|
Adjustments to reconcile net loss to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of property and equipment and amortization of intangible assets
|
13,751
|
|
|
17,992
|
|
||
Loss from sale of property and equipment
|
729
|
|
|
64
|
|
||
Amortization of debt issuance costs included in interest expense
|
1,888
|
|
|
2,035
|
|
||
Provision for doubtful accounts
|
1,469
|
|
|
991
|
|
||
Recovery for inventory reserve
|
(92
|
)
|
|
(392
|
)
|
||
Stock-based compensation and expenses
|
1,576
|
|
|
2,279
|
|
||
Change in fair value of interest rate derivatives
|
—
|
|
|
157
|
|
||
Accretion and PIK interest expense added to note payable
|
1,708
|
|
|
1,303
|
|
||
Debt conversion expense and loss on extinguishment of notes payable
|
—
|
|
|
4,504
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
1,149
|
|
|
14,870
|
|
||
Inventory
|
211
|
|
|
737
|
|
||
Unbilled revenue
|
4,463
|
|
|
(1,144
|
)
|
||
Prepaid and other assets
|
2,660
|
|
|
2,934
|
|
||
Accounts payable and accrued expenses
|
(540
|
)
|
|
(3,316
|
)
|
||
Deferred revenue
|
(1,619
|
)
|
|
(2,122
|
)
|
||
Net cash provided by operating activities
|
11,088
|
|
|
22,397
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(1,417
|
)
|
|
(925
|
)
|
||
Purchases of intangible assets
|
(553
|
)
|
|
(6
|
)
|
||
Net cash used in investing activities
|
(1,970
|
)
|
|
(931
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments of notes payable
|
(24,594
|
)
|
|
(41,729
|
)
|
||
Proceeds (repayments) under revolving credit agreement, net
|
10,396
|
|
|
(11,372
|
)
|
||
Proceeds from issuance of convertible note and notes payable
|
5,000
|
|
|
10,000
|
|
||
Repurchase of Class A common stock
|
—
|
|
|
(163
|
)
|
||
Net proceeds from issuance of common stock
|
—
|
|
|
28,031
|
|
||
Principal payments on capital leases
|
—
|
|
|
(66
|
)
|
||
Payments of debt issuance costs
|
—
|
|
|
(781
|
)
|
||
Net cash used in financing activities
|
(9,198
|
)
|
|
(16,080
|
)
|
||
Net change in cash and cash equivalents
|
(80
|
)
|
|
5,386
|
|
||
Cash and cash equivalents at beginning of year
|
18,952
|
|
|
13,566
|
|
||
Cash and cash equivalents at end of year
|
$
|
18,872
|
|
|
$
|
18,952
|
|
1.
|
NATURE OF OPERATIONS AND LIQUIDITY
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
As of
|
||||||
(in thousands)
|
March 31, 2019
|
|
March 31, 2018
|
|
|||
Cash and Cash Equivalents
|
$
|
17,872
|
|
|
$
|
17,952
|
|
Restricted Cash
|
1,000
|
|
|
1,000
|
|
||
|
$
|
18,872
|
|
|
$
|
18,952
|
|
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
|
|
•
|
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.
|
|
|
Twelve Months Ended
March 31, 2019 |
||
Cinema Equipment Business:
|
|
|
||
Phase I Deployment
|
|
9,302
|
|
|
Phase II Deployment
|
|
8,651
|
|
|
Services
|
|
5,487
|
|
|
Digital System Sales
|
|
2,759
|
|
|
Total Cinema Equipment Business revenue
|
|
$
|
26,199
|
|
|
|
|
||
Content & Entertainment Business:
|
|
|
||
Base Distribution Business
|
|
$
|
17,639
|
|
OTT Streaming and Digital
|
|
9,696
|
|
|
Total Content & Entertainment Business revenue
|
|
$
|
27,335
|
|
|
|
|
|
|
For the Fiscal Year Ended March 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Direct operating
|
|
$
|
—
|
|
|
$
|
60
|
|
Selling, general and administrative
|
|
1,576
|
|
|
2,219
|
|
||
Total stock-based compensation expense
|
|
$
|
1,576
|
|
|
$
|
2,279
|
|
|
|
Twelve Months Ended
March 31, 2019 |
|
SARs Outstanding March 31, 2018
|
|
—
|
|
Issued
|
|
2,277,830
|
|
Forfeited
|
|
(815,220
|
)
|
Total SARs Outstanding March 31, 2019
|
|
1,462,610
|
|
|
|
Twelve Months Ended
March 31, 2019 |
|
PSUs Outstanding March 31, 2018
|
|
—
|
|
Issued
|
|
1,941,402
|
|
Forfeited
|
|
(550,818
|
)
|
Total PSUs Outstanding March 31, 2019
|
|
1,390,584
|
|
Basic and diluted net loss per common share attributable to common shareholders =
|
Net loss attributable to common shareholders
|
Weighted average number of common stock shares
outstanding during the period
|
3.
|
CONSOLIDATED BALANCE SHEET COMPONENTS
|
|
|
As of March 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Trade receivables
|
|
$
|
40,039
|
|
|
$
|
41,188
|
|
Allowance for doubtful accounts
|
|
(4,529
|
)
|
|
(3,060
|
)
|
||
Total accounts receivable, net
|
|
$
|
35,510
|
|
|
$
|
38,128
|
|
|
|
As of March 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Non-trade accounts receivable, net
|
|
$
|
2,658
|
|
|
$
|
4,459
|
|
Advances
|
|
4,051
|
|
|
4,485
|
|
||
Due from producers
|
|
687
|
|
|
318
|
|
||
Prepaid insurance
|
|
419
|
|
|
480
|
|
||
Other prepaid expenses
|
|
673
|
|
|
755
|
|
||
Total prepaid and other current assets
|
|
$
|
8,488
|
|
|
$
|
10,497
|
|
|
|
As of March 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Leasehold improvements
|
|
$
|
268
|
|
|
$
|
268
|
|
Computer equipment and software
|
|
5,454
|
|
|
3,859
|
|
||
Digital cinema projection systems
|
|
336,471
|
|
|
360,633
|
|
||
Machinery and equipment
|
|
490
|
|
|
553
|
|
||
Furniture and fixtures
|
|
146
|
|
|
151
|
|
||
|
|
342,829
|
|
|
365,464
|
|
||
Less - accumulated depreciation and amortization
|
|
(328,782
|
)
|
|
(343,981
|
)
|
||
Total property and equipment, net
|
|
$
|
14,047
|
|
|
$
|
21,483
|
|
|
|
As of March 31, 2019
|
|||||||||||||
(In thousands)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
|
Useful Life (years)
|
|||||||
Trademarks
|
|
$
|
271
|
|
|
$
|
(252
|
)
|
|
$
|
19
|
|
|
3
|
|
Customer relationships and contracts
|
|
21,969
|
|
|
(13,366
|
)
|
|
8,603
|
|
|
3-15
|
|
|||
Theatre relationships
|
|
550
|
|
|
(481
|
)
|
|
69
|
|
|
10-12
|
|
|||
Content library
|
|
20,410
|
|
|
(19,415
|
)
|
|
995
|
|
|
3-6
|
|
|||
|
|
$
|
43,200
|
|
|
$
|
(33,514
|
)
|
|
$
|
9,686
|
|
|
|
|
|
|
As of March 31, 2018
|
|||||||||||||
(In thousands)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
|
Useful Life (years)
|
|||||||
Trademarks
|
|
$
|
121
|
|
|
$
|
(112
|
)
|
|
$
|
9
|
|
|
3
|
|
Customer relationships and contracts
|
|
21,969
|
|
|
(11,260
|
)
|
|
10,709
|
|
|
3-15
|
|
|||
Theatre relationships
|
|
550
|
|
|
(435
|
)
|
|
115
|
|
|
10-12
|
|
|||
Content library
|
|
19,767
|
|
|
(15,947
|
)
|
|
3,820
|
|
|
5-6
|
|
|||
Favorable lease agreement
|
|
1,193
|
|
|
(1,193
|
)
|
|
—
|
|
|
4
|
|
|||
|
|
$
|
43,600
|
|
|
$
|
(28,947
|
)
|
|
$
|
14,653
|
|
|
|
|
|
|
As of March 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Accounts payable
|
|
$
|
38,393
|
|
|
$
|
35,032
|
|
Participations and royalties payable
|
|
22,611
|
|
|
25,788
|
|
||
Accrued compensation and benefits
|
|
3,098
|
|
|
2,276
|
|
||
Accrued taxes payable
|
|
322
|
|
|
352
|
|
||
Interest payable
|
|
96
|
|
|
130
|
|
||
Accrued restructuring and transition expenses
|
|
—
|
|
|
505
|
|
||
Accrued other expenses
|
|
4,187
|
|
|
5,142
|
|
||
Total accounts payable and accrued expenses
|
|
$
|
68,707
|
|
|
$
|
69,225
|
|
5.
|
NOTES PAYABLE
|
|
|
As of March 31, 2019
|
|
As of March 31, 2018
|
||||||||||||
(In thousands)
|
|
Current Portion
|
|
Long Term Portion
|
|
Current Portion
|
|
Long Term Portion
|
||||||||
Prospect Loan
|
|
$
|
—
|
|
|
$
|
20,627
|
|
|
$
|
—
|
|
|
$
|
39,710
|
|
KBC Facilities
|
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
||||
P2 Vendor Note
|
|
—
|
|
|
—
|
|
|
336
|
|
|
—
|
|
||||
P2 Exhibitor Notes
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Total non-recourse notes payable
|
|
—
|
|
|
20,627
|
|
|
512
|
|
|
39,710
|
|
||||
Less: Unamortized debt issuance costs and debt discounts
|
|
—
|
|
|
(1,495
|
)
|
|
—
|
|
|
(2,140
|
)
|
||||
Total non-recourse notes payable, net of unamortized debt issuance costs and debt discounts
|
|
$
|
—
|
|
|
$
|
19,132
|
|
|
$
|
512
|
|
|
$
|
37,570
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bison note payable
|
|
$
|
10,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,000
|
|
Second Secured Lien Notes
|
|
11,132
|
|
|
—
|
|
|
—
|
|
|
10,560
|
|
||||
Credit Facility
|
|
18,623
|
|
|
—
|
|
|
—
|
|
|
8,227
|
|
||||
Convertible Note
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2013 Notes
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
||||
Total recourse notes payable
|
|
44,755
|
|
|
—
|
|
|
5,000
|
|
|
28,787
|
|
||||
Less: Unamortized debt issuance costs and debt discounts
|
|
(1,436
|
)
|
|
—
|
|
|
(225
|
)
|
|
(3,352
|
)
|
||||
Total recourse notes payable, net of unamortized debt issuance costs and debt discounts
|
|
$
|
43,319
|
|
|
$
|
—
|
|
|
$
|
4,775
|
|
|
$
|
25,435
|
|
Total notes payable, net of unamortized debt issuance costs
|
|
$
|
43,319
|
|
|
$
|
19,132
|
|
|
$
|
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 March 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Prospect Loan, at issuance
|
|
$
|
70,000
|
|
|
$
|
70,000
|
|
PIK Interest
|
|
4,778
|
|
|
4,778
|
|
||
Payments to date
|
|
(54,151
|
)
|
|
(35,068
|
)
|
||
Prospect Loan, net
|
|
$
|
20,627
|
|
|
$
|
39,710
|
|
Less current portion
|
|
—
|
|
|
—
|
|
||
Total long term portion
|
|
$
|
20,627
|
|
|
$
|
39,710
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance
|
|||||||
Facility
|
|
Credit Facility
|
|
Interest Rate
|
|
Maturity Date
|
|
March 31, 2019
|
|
March 31, 2018
|
|||||
3
|
|
|
11,425
|
|
|
3.75
|
%
|
|
March 2019
|
|
—
|
|
|
154
|
|
6.
|
STOCKHOLDERS’ DEFICIT
|
Range of Prices
|
|
Options Outstanding
|
|
Weighted
Average
Remaining
Life in Years
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate Intrinsic Value (In thousands)
|
|||||
$1.16 - $6.00
|
|
3,500
|
|
|
0.08
|
|
$
|
6.00
|
|
|
$
|
—
|
|
$7.40 - $13.70
|
|
20,999
|
|
|
2.05
|
|
12.20
|
|
|
—
|
|
||
$14.00 - $24.40
|
|
268,316
|
|
|
4.01
|
|
14.77
|
|
|
—
|
|
||
$30.00 - $50.00
|
|
7,500
|
|
|
2.38
|
|
30.00
|
|
|
—
|
|
||
|
|
300,315
|
|
|
|
|
|
|
$
|
—
|
|
Options
Exercisable
|
|
Weighted
Average
Remaining
Life in Years
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate Intrinsic Value (In thousands)
|
||||
2,380,924
|
|
3.79
|
|
$
|
14.87
|
|
|
$
|
—
|
|
Recipient
|
|
Amount outstanding
|
|
Expiration
|
|
Exercise price per share
|
|
Strategic management service provider
|
|
52,500
|
|
|
July 2021
|
|
$17.20 - $30.00
|
Warrants issued to Ronald L. Chez in connection with the Second Secured Lien Notes
|
|
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 Bison in connection with a term loan agreement
|
|
1,400,000
|
|
|
December 2022
|
|
$1.80
|
7.
|
COMMITMENTS AND CONTINGENCIES
|
Fiscal years ending March 31,
|
||||
2020
|
|
$
|
1,109
|
|
2021 & 2022
|
|
1,816
|
|
|
2023 & 2024
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
|
|
$
|
2,925
|
|
8.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
For the Fiscal Year Ended March 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Cash interest paid
|
|
$
|
8,628
|
|
|
$
|
13,888
|
|
Income taxes paid
|
|
273
|
|
|
402
|
|
||
Accrued dividends on preferred stock
|
|
89
|
|
|
89
|
|
||
Issuance of Class A common stock for payment of preferred stock dividends
|
|
356
|
|
|
356
|
|
||
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
|
|
||
Issuance of warrants in connection with debt instruments
|
|
—
|
|
|
1,084
|
|
||
Issuance of Class A common stock in exchange for the CEO's Second Lien Loans
|
|
—
|
|
|
500
|
|
||
Issuance of Class A common stock for asset acquisition
|
|
106
|
|
|
—
|
|
9.
|
SEGMENT INFORMATION
|
Operations of:
|
Products and services provided:
|
Cinema Equipment Business
|
Financing vehicles and administrators for 3,480 Systems installed nationwide in our first deployment phase (“Phase I Deployment”) to theatrical exhibitors and for 5,853 Systems installed domestically and internationally in our second deployment phase (“Phase II Deployment”).
We retain ownership of the Systems and the residual cash flows related to the Systems in Phase I Deployment after the repayment of all non-recourse debt at the expiration of exhibitor master license agreements. For certain Phase II Deployment Systems, we do not retain ownership of the residual cash flows and digital cinema equipment in Phase II Deployment after the completion of cost recoupment and at the expiration of the exhibitor master license agreements. The Cinema Equipment Business also provides monitoring, collection, verification and management services to this segment, as well as to exhibitors who purchase their own equipment, and also collects and disburses VPFs from motion picture studios, distributors and ACFs from alternative content providers, movie exhibitors and theatrical exhibitors (collectively, “Services”). |
Content & Entertainment Business
|
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 March 31, 2019
|
|||||||||||||||||||
(In thousands)
|
|
Intangible Assets, net
|
|
Goodwill
|
|
Total Assets
|
|
Notes Payable, Non-Recourse
|
|
Notes Payable
|
|
||||||||||
Cinema Equipment Business
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
42,958
|
|
|
$
|
19,132
|
|
|
$
|
—
|
|
|
Content & Entertainment
|
|
9,607
|
|
|
8,701
|
|
|
51,531
|
|
|
—
|
|
|
—
|
|
|
|||||
Corporate
|
|
10
|
|
|
—
|
|
|
4,350
|
|
|
—
|
|
|
43,319
|
|
|
|||||
Total
|
|
$
|
9,686
|
|
|
$
|
8,701
|
|
|
$
|
98,839
|
|
|
$
|
19,132
|
|
|
$
|
43,319
|
|
|
|
|
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
|
|
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
|
||||||||||||||||
|
|
For the Fiscal Year Ended March 31, 2019
|
||||||||||||||||
|
|
|
Cinema Equipment Business
|
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenues
|
|
|
$
|
26,199
|
|
|
|
$
|
27,335
|
|
|
$
|
—
|
|
|
$
|
53,534
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
|
1,401
|
|
|
|
14,719
|
|
|
—
|
|
|
16,120
|
|
||||
Selling, general and administrative
|
|
|
1,960
|
|
|
|
15,322
|
|
|
10,379
|
|
|
27,661
|
|
||||
Allocation of corporate overhead
|
|
|
1,549
|
|
|
|
4,038
|
|
|
(5,587
|
)
|
|
—
|
|
||||
Provision for doubtful accounts
|
|
|
1,760
|
|
|
|
(140
|
)
|
|
—
|
|
|
1,620
|
|
||||
Depreciation and amortization of property and equipment
|
|
|
7,599
|
|
|
|
343
|
|
|
182
|
|
|
8,124
|
|
||||
Amortization of intangible assets
|
|
|
46
|
|
|
|
5,576
|
|
|
5
|
|
|
5,627
|
|
||||
Total operating expenses
|
|
|
14,315
|
|
|
|
39,858
|
|
|
4,979
|
|
|
59,152
|
|
||||
Income (loss) from operations
|
|
|
$
|
11,884
|
|
|
|
$
|
(12,523
|
)
|
|
$
|
(4,979
|
)
|
|
$
|
(5,618
|
)
|
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||
Direct operating
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative
|
|
|
27
|
|
|
328
|
|
|
1,221
|
|
|
1,576
|
|
||||
Total stock-based compensation
|
|
|
$
|
27
|
|
|
$
|
328
|
|
|
$
|
1,221
|
|
|
$
|
1,576
|
|
|
|
Statements of Operations
|
|||||||||||||||
|
|
For the Fiscal Year Ended March 31, 2018
|
|||||||||||||||
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenues
|
|
|
$
|
37,577
|
|
|
$
|
30,106
|
|
|
$
|
—
|
|
|
$
|
67,683
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
|
1,526
|
|
|
17,997
|
|
|
—
|
|
|
19,523
|
|
||||
Selling, general and administrative
|
|
|
1,755
|
|
|
16,715
|
|
|
9,984
|
|
|
28,454
|
|
||||
Allocation of corporate overhead
|
|
|
1,604
|
|
|
3,409
|
|
|
(5,013
|
)
|
|
—
|
|
||||
(Benefit) provision for doubtful accounts
|
|
|
991
|
|
|
—
|
|
|
—
|
|
|
991
|
|
||||
Depreciation and amortization of property and equipment
|
|
|
11,690
|
|
|
443
|
|
|
279
|
|
|
12,412
|
|
||||
Amortization of intangible assets
|
|
|
46
|
|
|
5,528
|
|
|
6
|
|
|
5,580
|
|
||||
Total operating expenses
|
|
|
17,612
|
|
|
44,092
|
|
|
5,256
|
|
|
66,960
|
|
||||
Income (loss) from operations
|
|
|
$
|
19,965
|
|
|
$
|
(13,986
|
)
|
|
$
|
(5,256
|
)
|
|
$
|
723
|
|
|
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||
Direct operating
|
|
|
|
$
|
36
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
60
|
|
Selling, general and administrative
|
|
|
|
14
|
|
|
817
|
|
|
1,388
|
|
|
2,219
|
|
||||
Total stock-based compensation
|
|
|
|
$
|
50
|
|
|
$
|
841
|
|
|
$
|
1,388
|
|
|
$
|
2,279
|
|
|
|
Statements of Operations
|
||||||||||||||||
|
|
For the Three Months Ended March 31, 2019
|
||||||||||||||||
|
|
(Unaudited)
|
||||||||||||||||
|
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenues
|
|
|
|
$
|
6,273
|
|
|
$
|
5,796
|
|
|
$
|
—
|
|
|
$
|
12,069
|
|
Direct operating (exclusive of depreciation and amortization shown below)
|
|
|
|
174
|
|
|
3,659
|
|
|
—
|
|
|
3,833
|
|
||||
Selling, general and administrative
|
|
|
|
514
|
|
|
4,103
|
|
|
3,589
|
|
|
8,206
|
|
||||
Allocation of corporate overhead
|
|
|
|
382
|
|
|
996
|
|
|
(1,378
|
)
|
|
—
|
|
||||
Provision for doubtful accounts
|
|
|
|
376
|
|
|
(1
|
)
|
|
—
|
|
|
375
|
|
||||
Depreciation and amortization of property and equipment
|
|
|
|
1,755
|
|
|
87
|
|
|
43
|
|
|
1,885
|
|
||||
Amortization of intangible assets
|
|
|
|
12
|
|
|
1,427
|
|
|
1
|
|
|
1,440
|
|
||||
Total operating expenses
|
|
|
|
3,213
|
|
|
10,271
|
|
|
2,255
|
|
|
15,739
|
|
||||
Income (loss) from operations
|
|
|
|
$
|
3,060
|
|
|
$
|
(4,475
|
)
|
|
$
|
(2,255
|
)
|
|
$
|
(3,670
|
)
|
|
|
|
Cinema Equipment Business
|
|
Content & Entertainment
|
|
Corporate
|
|
Consolidated
|
||||||||
Direct operating
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative
|
|
|
19
|
|
|
167
|
|
|
627
|
|
|
813
|
|
||||
Total stock-based compensation
|
|
|
$
|
19
|
|
|
$
|
167
|
|
|
$
|
627
|
|
|
$
|
813
|
|
11.
|
INCOME TAXES
|
|
|
For the Fiscal Year Ended March 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Federal:
|
|
|
|
|
||||
Current
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
Deferred
|
|
—
|
|
|
—
|
|
||
Total federal
|
|
—
|
|
|
(4
|
)
|
||
State:
|
|
|
|
|
||||
Current
|
|
295
|
|
|
405
|
|
||
Deferred
|
|
—
|
|
|
—
|
|
||
Total state
|
|
295
|
|
|
405
|
|
||
Income tax expense
|
|
$
|
295
|
|
|
$
|
401
|
|
|
|
As of March 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
6,877
|
|
|
$
|
6,680
|
|
Stock-based compensation
|
|
2,468
|
|
|
1,993
|
|
||
Intangibles
|
|
6,293
|
|
|
5,918
|
|
||
Accrued liabilities
|
|
1,345
|
|
|
1,332
|
|
||
Allowance for doubtful accounts
|
|
1,279
|
|
|
852
|
|
||
Capital loss carryforwards
|
|
2,247
|
|
|
3,009
|
|
||
Interest expense
|
|
1,368
|
|
|
—
|
|
||
Other
|
|
430
|
|
|
648
|
|
||
Total deferred tax assets before valuation allowance
|
|
22,307
|
|
|
20,432
|
|
||
Less: Valuation allowance
|
|
(19,084
|
)
|
|
(15,880
|
)
|
||
Total deferred tax assets after valuation allowance
|
|
$
|
3,223
|
|
|
$
|
4,552
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
$
|
(3,223
|
)
|
|
$
|
(4,552
|
)
|
Total deferred tax liabilities
|
|
(3,223
|
)
|
|
(4,552
|
)
|
||
Net deferred tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
For the fiscal years ended March 31,
|
||||
|
2019
|
|
2018
|
||
Provision at the U.S. statutory federal tax rate
|
21.0
|
%
|
|
30.8
|
%
|
State income taxes, net of federal benefit
|
2.1
|
%
|
|
9.0
|
%
|
Change in valuation allowance
|
(20.1
|
)%
|
|
501.8
|
%
|
Non-deductible expenses
|
(5.7
|
)%
|
|
(2.7
|
)%
|
Net operating loss decrease under IRC 382
|
—
|
|
|
(511.3
|
)%
|
Effect of tax reform
|
—
|
|
|
(40.2
|
)%
|
Losses from non-consolidated entities
|
0.8
|
%
|
|
10.0
|
%
|
Other
|
—
|
|
|
0.4
|
%
|
Income tax expense
|
(1.9
|
)%
|
|
(2.2
|
)%
|
12.
|
SUBSEQUENT EVENTS
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
|
|
Current NEOs
|
Title
|
Christopher J. McGurk
|
Chairman and Chief Executive Officer
|
Gary S. Loffredo
|
Chief Operating Officer, President of Digital Cinema, General Counsel and Secretary
|
Erick Opeka
|
Executive Vice President and President of Cinedigm Digital Networks
|
Former NEOs
|
|
Jeffrey S. Edell
|
Former Chief Financial Officer
|
William Sondheim
|
Former President of Cinedigm Entertainment Corp.
|
|
|
|
|
Compensation Program Overview
|
Section I
|
Compensation Philosophy and Objectives
|
Section II
|
Pay Mix
|
Section III
|
Competitive Positioning
|
Section IV
|
Elements of Compensation
|
Section V
|
Additional Compensation Practices and Policies
|
Section VI
|
I.
|
Compensation Program Overview
|
II.
|
Compensation Philosophy and Objectives
|
•
|
Provide competitive compensation levels to enable the recruitment and retention of highly qualified executives.
|
•
|
Strengthen the link between pay and corporate and business unit performance encouraging and rewarding excellence and contributions to support Cinedigm’s success.
|
•
|
Align the interests of executives with those of shareholders through grants of equity-based compensation that promote increasing shareholder value and also provide opportunities for ongoing executive share ownership.
|
•
|
base salary;
|
•
|
annual incentive awards; and
|
•
|
long-term incentive equity grants.
|
Executive Officer
|
Threshold
|
Target
(as a % of base salary) |
Maximum
|
|||
Chris McGurk
|
37.5
|
%
|
100
|
%
|
150
|
%
|
Gary S. Loffredo
|
25
|
%
|
50
|
%
|
100
|
%
|
Erick Opeka
|
17.5
|
%
|
35
|
%
|
70
|
%
|
Jeffrey Edell
|
25
|
%
|
50
|
%
|
100
|
%
|
William S. Sondheim
|
17.5
|
%
|
35
|
%
|
70
|
%
|
Executive Officers
|
Company
|
Individual
|
|
|
Cinedigm
|
Division
|
|
Chris McGurk
|
80%
|
--
|
20%
|
Gary Loffredo
|
60%
|
20%
|
20%
|
Erick Opeka
|
60%
|
20%
|
20%
|
Jeffrey Edell
|
80%
|
--
|
20%
|
William S. Sondheim
|
60%
|
20%
|
20%
|
Performance Metrics
|
Target
|
Actual
|
2019 Cumulative IAEBITDA
|
> $9.1 million
|
$13.6 million
|
Name and Principal Position(s)
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock Awards ($)
|
Option Awards ($)(1)
|
Non-Equity Incentive Plan Compensation ($)(2)
|
All Other Compensation ($)(3)
|
Total ($)
|
|||||||
Christopher J. McGurk
|
2019
|
600,000
|
|
400,000
|
|
—
|
|
700,000
|
|
|
43,697
|
|
1,043,697
|
|
|
Chief Executive Officer and Chairman
|
2018
|
600,000
|
|
550,000
|
|
366,000
|
|
__
|
|
__
|
|
39,509
|
|
1,555,509
|
|
|
2017
|
600,000
|
|
—
|
|
543,000
|
|
__
|
|
__
|
|
39,061
|
|
1,182,061
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gary S. Loffredo
|
2019
|
367,424
|
|
100,000
|
|
—
|
|
407,610
|
|
|
43,697
|
|
511,121
|
|
|
Chief Operating Officer
|
2018
|
350,667
|
|
150,000
|
|
122,000
|
|
—
|
|
—
|
|
38,219
|
|
660,886
|
|
|
|
|
|
|
|
|
|
|
|||||||
Erick Opeka
|
2019
|
292,295
|
|
100,000
|
|
—
|
|
355,000
|
|
—
|
|
7,537
|
|
399,831
|
|
President of Digital Networks
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Jeffrey S. Edell
|
2019
|
383,579
|
|
100,000
|
|
—
|
|
407,610
|
|
|
43,697
|
|
527,276
|
|
|
Former Chief Financial Officer (through February 28, 2019)
|
2018
|
350,667
|
|
150,000
|
|
122,000
|
|
—
|
|
—
|
|
39,509
|
|
662,176
|
|
|
2017
|
344,445
|
|
—
|
|
181,000
|
|
—
|
|
—
|
|
28,279
|
|
553,724
|
|
|
|
|
|
|
|
|
|
|
|||||||
William Sondheim
|
2019
|
433,925
|
|
100,000
|
|
—
|
|
407,610
|
|
—
|
|
16,134
|
|
550,059
|
|
Former President, Cinedigm Entertainment Corp.
|
2018
|
424,236
|
|
67,500
|
|
122,000
|
|
—
|
|
—
|
|
24,422
|
|
638,158
|
|
(through March 29, 2019)
|
2017
|
418,013
|
|
—
|
|
181,000
|
|
—
|
|
—
|
|
34,531
|
|
633,544
|
|
(1)
|
The amounts in this column reflect the grant date fair value for all fiscal years presented in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 2 to the Company’s audited financial statements for the fiscal year ended March 31, 2019 and 2018, included in this Annual Report on Form 10-K (the “Form 10-K”).
|
(2)
|
The amounts in this column reflect amounts earned under annual incentive awards. See below for a description of the material terms of the annual incentive plan for each Named Executive.
|
(3)
|
Includes life and disability insurance premiums paid by the Company and certain medical expenses paid by the Company for each Named Executive, for the fiscal year ended March 31, 2019: for Mr. McGurk $1,107 and $42,590, Mr. Loffredo $1,107 and $42,590, for Mr. Opeka $830 and $6706, for Mr. Edell $1,107 and $42,590 and for Mr. Sondheim $830 and $15,303.
|
Plan
|
Number of shares of
common stock
issuable upon
exercise of
outstanding options,
warrants or rights (1)
|
Weighted
average of
exercise price
of outstanding
|
Number of shares
of common stock
remaining
available for future
issuance (1)
|
||||
Cinedigm Second Amended and Restated 2000 Equity
Incentive Plan (“the 2000 Plan”) approved by shareholders
|
300,315
|
|
$
|
14.87
|
|
—
|
|
Cinedigm 2017 Equity Incentive Plan (the “2017 Plan”)
|
—
|
|
—
|
|
1,340,199
|
|
|
Cinedigm compensation plans not approved by shareholders (2)
|
490,500
|
|
—
|
|
—
|
|
(1)
|
Shares of Cinedigm Class A Common Stock.
|
(2)
|
Reflects stock options which were not granted under the 2000 Plan or the 2017 Plan
.
|
OPTION AWARDS (1)
|
|
STOCK AWARDS
|
||||||||||||||
Name
|
Number of Securities
Underlying Unexercised
Options Exercisable (#)
|
|
Number of
Securities
Underlying Unexercised
Options
Unexercisable
(#)
|
|
Option Exercise Price
($)
|
Option
Expiration
Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
($)
|
||||||
Christopher J. McGurk
|
150,000
|
|
(2)
|
—
|
|
|
15.00
|
|
12/23/2020
|
|
—
|
|
|
—
|
|
|
|
250,000
|
|
(2)
|
—
|
|
|
30.00
|
|
12/23/2020
|
|
—
|
|
|
—
|
|
|
|
50,000
|
|
(2)
|
—
|
|
|
50.00
|
|
12/23/2020
|
|
—
|
|
|
—
|
|
|
|
150,000
|
|
(3)
|
—
|
|
|
14.00
|
|
8/22/2023
|
|
—
|
|
|
—
|
|
|
|
233,000
|
|
(4)
|
466,667
|
|
(4)
|
1.47
|
|
6/7/2028
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gary S.
Loffredo
|
4,000
|
|
(5)
|
—
|
|
|
13.70
|
|
8/11/2019
|
|
—
|
|
|
—
|
|
|
|
9,000
|
|
(6)
|
—
|
|
|
13.70
|
|
10/21/2019
|
|
—
|
|
|
—
|
|
|
|
6,479
|
|
(7)
|
—
|
|
|
14.00
|
|
6/11/2020
|
|
—
|
|
|
—
|
|
|
|
22,500
|
|
(8)
|
—
|
|
|
14.90
|
|
8/16/2021
|
|
—
|
|
|
—
|
|
|
|
7,500
|
|
(9)
|
—
|
|
|
30.00
|
|
8/16/2021
|
|
—
|
|
|
—
|
|
|
|
35,000
|
|
(10)
|
—
|
|
|
15.40
|
|
10/13/2023
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
407,601
|
|
(11
|
)
|
1.47
|
|
12/10/2028
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Erick Opeka
|
4,000
|
|
(12)
|
|
|
15.10
|
|
4/20/2022
|
|
—
|
|
|
—
|
|
||
|
8,000
|
|
(13)
|
|
|
18.10
|
|
9/2/2024
|
|
—
|
|
|
—
|
|
||
|
118,333
|
|
(4)
|
236,667
|
|
(4
|
)
|
1.16
|
|
9/28/2028
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Jeffrey S. Edell
|
25,000
|
|
|
—
|
|
|
26.60
|
|
6/9/2024
|
|
—
|
|
|
—
|
|
|
|
10,000
|
|
|
—
|
|
|
8.75
|
|
6/4/2025
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
407,610
|
|
(11
|
)
|
1.47
|
|
12/10/2028
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
William S. Sondheim
|
25,000
|
|
(16)
|
—
|
|
|
17.50
|
|
10/21/2023
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
407,601
|
|
(11
|
)
|
1.47
|
|
12/10/2028
|
|
—
|
|
|
—
|
|
Name
|
Cash Fees Earned
($)
|
Stock Awards ($)
|
Total
($)
|
||||||
Peter C. Brown
|
$
|
50,000
|
|
$
|
50,000
|
|
$
|
100,000
|
|
Patrick W. O’Brien
|
62,000
|
|
62,000
|
|
124,000
|
|
|||
Zvi M. Rhine
|
50,000
|
|
50,000
|
|
100,000
|
|
|||
Peng Jin
|
50,000
|
|
50,000
|
|
100,000
|
|
|||
Peixin Xu
|
50,000
|
|
50,000
|
|
100,000
|
|
CLASS A COMMON STOCK
|
||||
Name (a)
|
Shares Beneficially Owned (b)
|
|||
|
Number
|
|
Percent
|
|
Christopher J. McGurk
|
1,495,925
|
(c)
|
4.1
|
%
|
Gary S. Loffredo
|
203,479
|
(d)
|
*
|
|
Erick Opeka
|
132,705
|
(e)
|
*
|
|
Jeffrey S. Edell
|
100,000
|
(f)
|
*
|
|
William S. Sondheim
|
118,000
|
(g)
|
*
|
|
Peter C. Brown
|
196,114
|
(h)
|
*
|
|
Peng Jin
|
74,712
|
|
*
|
|
Patrick W. O’Brien
|
155,914
|
|
*
|
|
Zvi M. Rhine
|
327,736
|
(i)
|
*
|
|
Peixin Xu
|
21,141,379
|
(j)
|
56.9
|
%
|
Bison Capital Holding Company Limited
|
21,066,667
|
(k)
|
56.7
|
%
|
All directors and executive officers as a group
(8 persons) |
23,727,964
|
(l)
|
62.5
|
%
|
(a)
|
Unless otherwise indicated, the business address of each person named in the table is c/o Cinedigm Corp., 45 West 36th Street, 7th Floor, New York, New York 10018.
|
(b)
|
Applicable percentage of ownership is based on 35,723,638 shares of Class A Common Stock outstanding as of May 30, 2019 together with all applicable options, warrants and other securities convertible into shares of our Class A Common Stock for such stockholder. Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to shares. Shares of Class A Common Stock subject to options, warrants or other convertible securities exercisable within 60 days after May 30, 2019 are deemed outstanding for computing the percentage ownership of the person holding such options, warrants or other convertible securities, but are not deemed outstanding for computing the percentage of any other person. Except as otherwise noted, the named beneficial owner has the sole voting and investment power with respect to the shares of Class A Common Stock shown. Certain information is based on the numbers of shares reported in the most recent Schedule 13D or Schedule 13G, as amended, as applicable, filed by stockholders with the SEC through May 30, 2019 and information provided by holders or otherwise known to the Company.
|
(c)
|
Includes (i) 600,000 shares of Class A Common Stock underlying currently exercisable options and (ii) 51,852 shares of Class A Common Stock underlying currently exercisable stock appreciation rights.
|
(d)
|
Includes 84,479 shares of Class A Common Stock underlying currently exercisable options.
|
(e)
|
Includes 12,000 shares of Class A Common Stock underlying currently exercisable options and (ii) 45,705 shares of Class A Common Stock underlying currently exercisable stock appreciation rights.
|
(f)
|
To the best knowledge of the Company. Mr. Edell’s employment with the Company ended on February 28, 2019.
|
(g)
|
To the best knowledge of the Company. Mr. Sondheim’s employment with the Company ended on March 29, 2019. Includes 25,000 shares of Class A Common Stock underlying currently exercisable options.
|
(h)
|
Includes 92,067 shares owned by Grassmere Partners LLC, of which Mr. Brown is Chairman. Mr. Brown disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
|
(i)
|
Mr. Rhine is the Principal of Sabra Investments, LP and Sabra Capital Partners, LLC. Includes 175,336 shares of Class A Common Stock owned directly, 145,000 shares of Class A Common Stock owned by Sabra Investments, LP, and 7,400 shares of Class A Common Stock owned by Sabra Capital Partners, LLC.
|
(j)
|
Includes (i) 74,712 shares of Class A Common Stock owned directly, (ii) 19,666,667 shares of Class A Common Stock owned by Bison Entertainment Investment Limited (“BEIL”), and (iii) 1,400,000 shares of Class A Common Sock subject to issuance upon exercise of currently exercisable warrants owned by Bison Entertainment and Media Group (“BEMG”). BEIL is wholly-owned by BEMG, which is wholly-owned by Bison Capital Holding Company Limited. Mr. Xu’s spouse, Fengyun Jiang, is the sole owner of Bison Capital Holding Company Limited.
|
(k)
|
Includes (i) 19,666,667 shares of Class A Common Stock owned by BEIL and (ii) 1,400,000 shares of Class A Common Sock subject to issuance upon exercise of currently exercisable warrants owned by BEMG. BEIL is wholly-owned by BEMG, which is wholly-owned by Bison Capital Holding Company Limited. Fengyun Jiang is the sole owner of Bison Capital Holding Company Limited. The business address of Bison Capital Holding Company Limited is 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, 100016.
|
(l)
|
Includes (i) 721,479 shares of Class A Common Stock underlying currently exercisable options, (ii) 97,557 shares of Class A Common Stock underlying currently exercisable stock appreciation rights and (iii) 1,400,000 shares of Class A Common Stock subject to issuance upon exercise of currently exercisable warrants.
|
|
|
|
For the fiscal years ended
March 31,
|
|||||||
Type of Fees
|
|
2019
|
|
2018
|
||||
(1) Audit Fees
|
|
$
|
368,000
|
|
|
$
|
378,600
|
|
(2) Audit-Related Fees
|
|
—
|
|
|
—
|
|
||
(3) Tax Fees
|
|
—
|
|
|
—
|
|
||
(4) All Other Fees
|
|
—
|
|
|
11,000
|
|
||
|
|
$
|
368,000
|
|
|
$
|
389,600
|
|
Exhibit
Number
|
|
Description of Document
|
2.1
|
‑
|
|
3.1
|
‑
|
|
3.2
|
‑
|
|
4.1
|
‑
|
|
4.2
|
‑
|
|
4.3
|
‑
|
|
4.4
|
‑
|
|
4.5
|
‑
|
|
4.6
|
‑
|
|
4.7
|
‑
|
|
4.8
|
‑
|
|
4.9
|
‑
|
|
4.10
|
‑
|
|
4.11
|
‑
|
|
4.12
|
‑
|
|
4.13
|
‑
|
|
4.14
|
‑
|
|
4.15
|
‑
|
|
4.16
|
‑
|
|
4.17
|
‑
|
|
4.18
|
‑
|
|
4.19
|
‑
|
|
4.20
|
‑
|
|
4.21
|
‑
|
|
4.22
|
‑
|
|
4.23
|
‑
|
|
4.24
|
|
|
4.25
|
‑
|
Exhibit
Number
|
|
Description of Document
|
4.26
|
‑
|
|
4.27
|
‑
|
|
4.28
|
‑
|
|
4.29
|
‑
|
|
4.30
|
‑
|
|
4.31
|
‑
|
|
4.32
|
‑
|
|
10.1
|
‑
|
|
10.1.1
|
‑
|
|
10.1.2
|
‑
|
|
10.1.3
|
‑
|
|
10.1.4
|
‑
|
|
10.2†
|
‑
|
|
10.2.1†
|
‑
|
|
10.2.2†
|
‑
|
|
10.2.3†
|
‑
|
|
10.2.4†
|
‑
|
|
10.2.5†
|
‑
|
|
10.2.6†
|
‑
|
|
10.2.7†
|
‑
|
|
10.2.8†
|
‑
|
|
10.2.9†
|
‑
|
|
10.2.10†
|
‑
|
|
10.2.11†
|
‑
|
|
10.2.12†
|
‑
|
|
10.2.13†
|
‑
|
|
10.2.14†
|
‑
|
|
10.3†
|
‑
|
Exhibit
Number
|
|
Description of Document
|
10.4†
|
‑
|
|
10.5†
|
‑
|
|
10.6†
|
‑
|
|
10.6.1†
|
‑
|
|
10.6.2†
|
‑
|
|
10.6.3†
|
‑
|
|
10.6.4†
|
‑
|
|
10.6.5†
|
‑
|
|
10.6.6†
|
‑
|
|
10.7†
|
‑
|
|
10.7.1†
|
-
|
|
10.8
|
‑
|
|
10.9
|
‑
|
|
10.10
|
‑
|
|
10.11
|
‑
|
|
10.11.1
|
‑
|
|
10.12
|
‑
|
|
10.13
|
‑
|
|
10.14
|
‑
|
|
10.15
|
‑
|
|
10.16
|
‑
|
|
10.17
|
‑
|
|
10.18†
|
‑
|
|
10.18.1†
|
‑
|
|
10.18.2†
|
‑
|
|
10.19†
|
‑
|
|
10.20
|
‑
|
Exhibit
Number
|
|
Description of Document
|
10.21
|
‑
|
|
10.22
|
‑
|
|
10.23
|
‑
|
|
10.24
|
‑
|
|
10.25
|
‑
|
|
10.26
|
‑
|
|
10.27
|
‑
|
|
10.28
|
‑
|
|
10.28.1
|
‑
|
|
10.29
|
‑
|
|
10.29.1
|
‑
|
|
10.30†
|
‑
|
|
10.30.1†
|
‑
|
|
10.31†
|
‑
|
|
10.32
|
‑
|
|
10.33
|
‑
|
|
21.1
|
‑
|
|
23.1
|
‑
|
|
24.1
|
‑
|
|
31.1
|
‑
|
|
31.2
|
‑
|
|
32.1
|
‑
|
|
32.2
|
‑
|
|
|
|
|
Date:
|
July 15, 2019
|
By:
|
/s/ Christopher J. McGurk
|
|
|
|
Christopher J. McGurk
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
|
|
|
|
|
Date:
|
July 15, 2019
|
By:
|
/s/ Gary Loffredo
|
|
|
|
Chief Operating Officer, President Digital Cinema, General Counsel and Secretary (Principal Financial Officer)
|
|
|
|
|
SIGNATURE(S)
|
|
TITLE(S)
|
|
DATE
|
|
|
|
|
|
/s/ Christopher J. McGurk
|
|
Chief Executive Officer and Chairman of the Board of Directors ( Principal Executive Officer)
|
|
July 15, 2019
|
Christopher J. McGurk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gary Loffredo
|
|
Chief Operating Officer, President Digital Cinema, General Counsel and Secretary (Principal Financial Officer and Principal Accounting Officer)
|
|
July 15, 2019
|
Gary Loffredo
|
|
|
|
|
|
|
|
|
|
/s/ Peter C. Brown
|
|
Director
|
|
July 15, 2019
|
Peter C. Brown
|
|
|
|
|
|
|
|
|
|
/s/ Patrick O'Brien
|
|
Director
|
|
July 15, 2019
|
Patrick O'Brien
|
|
|
|
|
|
|
|
|
|
/s/ Zvi Rhine
|
|
Director
|
|
July 15, 2019
|
Zvi Rhine
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Peixin Xu
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Peng Jin
|
|
|
|
|
1 Year Cinedigm Chart |
1 Month Cinedigm Chart |
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