-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CLIMWBZJPSv+VSxlGvS/tQw3y6wJG+WB33GFIWHXYqXIDrrH21IM5XmelOg6PUBp o2bC+qh5oIzXuDu/0fZKSg== 0000932440-10-000079.txt : 20100412 0000932440-10-000079.hdr.sgml : 20100412 20100409174952 ACCESSION NUMBER: 0000932440-10-000079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100409 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100412 DATE AS OF CHANGE: 20100409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cinedigm Digital Cinema Corp. CENTRAL INDEX KEY: 0001173204 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 223720962 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31810 FILM NUMBER: 10743446 BUSINESS ADDRESS: STREET 1: 55 MADISON AVENUE STREET 2: SUITE 300 CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 973-290-0080 MAIL ADDRESS: STREET 1: 55 MADISON AVENUE STREET 2: SUITE 300 CITY: MORRISTOWN STATE: NJ ZIP: 07960 FORMER COMPANY: FORMER CONFORMED NAME: Access Integrated Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp. DATE OF NAME CHANGE: 20081202 FORMER COMPANY: FORMER CONFORMED NAME: ACCESS INTEGRATED TECHNOLOGIES INC DATE OF NAME CHANGE: 20020509 8-K 1 form8-k_1401346.htm FORM 8-K form8-k_1401346.htm





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, DC 20549

 
FORM 8-K

 
CURRENT REPORT
 
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 

April 9, 2010
(Date of earliest event reported)

Cinedigm Digital Cinema Corp.
(Exact name of registrant as specified in its charter)


Delaware
001-31810
22-3720962
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


55 Madison Avenue, Suite 300, Morristown, New Jersey
07960
(Address of principal executive offices)
(Zip Code)


973-290-0080
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 



 
 

 


Item 8.01.
Other

Cinedigm Digital Cinema Corp. (the "Company") is filing this Current Report on Form 8-K (the “Form 8-K”) to update the financial information in the Company’s Annual Report on Form 10-K for the year ended March 31, 2009, filed on June 15, 2009 (the “Form 10-K”), to reflect revised financial information and disclosures as a result of changes in the Company’s segment reporting as described below.

The following exhibits filed with this Form 8-K and incorporated herein by reference update and supersede only those portions of the Form 10-K for the year ended March 31, 2009 that are affected by the Company’s change in segment reporting:

·  
Exhibit 99.1:   Note 9.  Segment Information.

The Company has not updated any other information in the Form 10-K for events or developments that occurred subsequent to the filing of the Form 10-K with the SEC. For developments since the filing of the Form 10-K, please refer to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009, filed on February 12, 2010, and the Company’s Current Reports on Form 8-K filed subsequent to the filing of the Form 10-K. The information in this Form 8-K, including exhibits, should be read in conjunction with the Form 10-K and subsequent SEC filings.


Item 9.01
Financial Statements and Exhibits

Exhibit No.
 
Description
99.1
 
Note 9.  Segment Information.


 
2

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     
CINEDIGM DIGITAL CINEMA CORP.
 
 
 
Dated: April 9, 2010
 
By: 
/s/ Brian D. Pflug
       
Brian D. Pflug
Senior Vice President – Accounting & Finance



 
3

 

EXHIBIT INDEX


Exhibit No.
 
Description
99.1
 
Note 9.  Segment Information.


 
4

 

EX-99.1 2 exh99-1_1401541.htm NOTE 9. SEGMENT INFORMATION exh99-1_1401541.htm
ACCESS INTEGRATED TECHNOLOGIES, INC.
d/b/a CINEDIGM DIGITAL CINEMA CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended March 31, 2008 and 2009
($ in thousands, except for per share data)


9.
SEGMENT INFORMATION

Segment information has been prepared in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.”  The Company is comprised of five reportable segments: Phase I Deployment, Phase II Deployment, Services, Content & Entertainment and Other. The segments were determined based on the products and services provided by each segment and how management reviews and makes decisions regarding segment operations. Performance of the segments is evaluated on income (loss) from operations before interest, taxes, depreciation and amortization.  As a result of the change in the Company’s reportable segments, the Company has restated the segment information for the prior periods.  Future changes to this organization structure may result in changes to the reportable segments disclosed.

The Phase I Deployment and Phase II Deployment segments consist of the following:

Operations of:
 
Products and services provided:
Phase 1 DC
 
Financing vehicles and administrators for the Company’s 3,724 Systems installed nationwide in Phase 1 DC’s deployment to theatrical exhibitors.  The Company retains ownership of the residual cash flows and the Systems after the repayment of all non-recourse debt and at the expiration of exhibitor master license agreements.
Phase 2 DC
 
Financing vehicles and administrators for the Company’s second digital cinema deployment, through Phase 2 DC (the “Phase II Deployment”).  The Company retains no ownership of the residual cash flows and digital cinema equipment after the completion of cost recoupment and at the expiration of the exhibitor master license agreements.

The Services segment consists of the following:

Operations of:
 
Products and services provided:
Digital Cinema Services
 
Provides monitoring, billing, collection, verification and other management services to the Company’s Phase I Deployment, Phase II Deployment as well as to exhibitors who purchase their own equipment. Collects and disburses VPFs from motion picture studios and distributors and ACFs from alternative content providers, movie exhibitors and theatrical exhibitors.
Software
 
Develops and licenses software to the theatrical distribution and exhibition industries, provides ASP Service, and provides software enhancements and consulting services.
DMS
 
Distributes digital content to movie theatres and other venues having digital projection equipment and provides satellite-based broadband video, data and Internet transmission, encryption management services, video network origination and management


 
 

 


   
services and a virtual booking center to outsource the booking and scheduling of satellite and fiber
networks and provides forensic watermark detection services for motion picture studios and forensic
recovery services for content owners.

The Content & Entertainment segment consists of the following:

Operations of:
 
Products and services provided:
USM
 
Provides cinema advertising services and entertainment.
CEG
 
Acquires, distributes and provides the marketing for programs of alternative content and feature films to movie exhibitors.
 
The Other segment consists of the following:

Operations of:
 
Products and services provided:
Pavilion Theatre
 
A nine-screen digital movie theatre and showcase to demonstrate the Company’s integrated digital cinema solutions.
Managed Services
 
Provides information technology consulting services and managed network monitoring services through its global network command center.
Access Digital Server Assets
 
Provides hosting services and provides network access for other web hosting services.

Since May 1, 2007, the Company’s IDCs have been operated by FiberMedia, consisting of unrelated third parties, pursuant to a master collocation agreement.  Although the Company is still the lessee of the IDCs, substantially all of the revenues and expenses were being realized by FiberMedia and not the Company and since May 1, 2008, 100% of the revenues and expenses are being realized by FiberMedia.

Information related to the segments of the Company and its subsidiaries is detailed below:

 
As of March 31, 2008
 
Phase I
Phase II
Services
Content &
Entertainment
Other
Corporate
Consolidated
Total intangible
   assets, net
$—
$—
$586
$12,924
$80
$2
$13,592
Total goodwill
$—
$—
$4,306
$6,133
$4,110
$—
$14,549
Total assets
$291,979
$—
$22,263
$29,563
$12,674
$17,197
$373,676
               
Notes payable, non-recourse
$210,879
$—
$—
$—
$—
$—
$210,879
Notes payable
184
56,624
56,808
Capital leases
5,903
5,903
Total debt
$210,879
$—
$—
$184
$5,903
$56,624
273,590


 
 

 


 
As of March 31, 2009
 
Phase I
Phase II
Services
Content &
Entertainment
Other
Corporate
Consolidated
Total intangible
   assets, net
$527
$—
$156
$10,010
$14
$—
$10,707
Total goodwill
$—
$—
$4,306
$1,568
$2,150
$—
$8,024
Total assets
$250,030
$5,330
$19,911
$21,391
$9,476
$16,259
$322,397
               
Notes payable, non-recourse
$195,448
$—
$—
$—
$—
$—
$195,448
Notes payable
501
35
55,221
55,757
Capital leases
68
5,939
6,007
Total debt
$195,448
$—
$501
$103
$5,939
$55,221
$257,212




Capital
    Expenditures
Phase I
Phase II
Services
Content &
Entertainment
Other
Corporate
Consolidated
For the fiscal
    year ended
    March 31, 2008
$71,255
$—
$3,981
$490
$420
$31
$76,177
For the fiscal
    year ended
    March 31, 2009
$14,074
$3,972
$3,407
$285
$274
$20
$22,032


 
 

 


 
For the Fiscal Year Ended March 31, 2008
 
Phase I
Phase II
Services
Content &
Entertainment
Other
Corporate
Consolidated
Revenues from external customers
$42,441
$—
$8,061
$20,247
$10,235
$—
$80,984
Intersegment revenues
100
313
321
734
Total segment revenues
42,541
$—
8,374
20,247
10,556
$—
81,718
Less: Intersegment revenues
(100)
(313)
(321)
(734)
Total consolidated revenues
$42,441
$—
$8,061
$20,247
$10,235
$—
$80,984
Direct operating (exclusive of depreciation and amortization shown below)
790
5,674
12,335
7,770
26,569
Selling, general and administrative
2,149
3,559
9,202
819
7,441
23,170
Provision for doubtful accounts
302
154
810
130
1,396
Research and development
162
162
Stock-based compensation
66
152
65
48
122
453
Impairment of intangible asset
1,588
1,588
Depreciation and amortization of property and equipment
24,286
2,458
1,206
1,267
68
29,285
Amortization of intangible assets
690
3,508
88
4
4,290
Total operating expenses
27,593
12,849
28,714
10,122
7,635
86,913
Income (loss) from operations
$14,848
$—
$(4,788)
$(8,467)
$113
$(7,635)
$(5,929)


 
 

 


 
For the Fiscal Year Ended March 31, 2009
 
Phase I
Phase II
Services
Content &
Entertainment
Other
Corporate
Consolidated
Revenues from external customers
$48,746
$158
$7,228
$17,172
$9,710
$—
$83,014
Intersegment revenues
13
696
75
403
1,187
Total segment revenues
48,759
158
7,924
17,247
10,113
$—
84,201
Less :Intersegment revenues
(13)
(696)
(75)
(403)
(1,187)
Total consolidated revenues
$48,746
$158
$7,228
$17,172
$9,710
$—
$83,014
Direct operating (exclusive of depreciation and amortization shown below)
935
48
4,808
12,062
7,818
25,671
Selling, general and administrative
952
638
2,136
6,426
897
7,021
18,070
Provision for doubtful accounts
(150)
220
447
70
587
Research and development
188
188
Stock-based compensation
82
159
98
(25)
631
945
Impairment of goodwill
4,565
1,960
6,525
Depreciation and amortization of property and equipment
28,540
87
1,800
1,021
1,019
64
32,531
Amortization of intangible assets
23
430
2,914
66
1
3,434
Total operating expenses
30,382
773
9,741
27,533
11,805
7,717
87,951
Income (loss) from operations
$18,364
$(615)
$(2,513)
$(10,361)
$(2,095)
$(7,717)
$(4,937)


 
 

 

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