Delaware
|
001-31810
|
22-3720962
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
902 Broadway, 9th Floor, New York, New York
|
10010
|
(Address of principal executive offices)
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(Zip Code)
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¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02.
|
Results of Operations and Financial Condition
|
Item 9.01
|
Financial Statements and Exhibits
|
Exhibit No.
|
Description
|
|
99.1
|
Press Release, dated February 13, 2013, announcing Cinedigm Digital Cinema Corp.’s three months and nine months ended December 31, 2012 financial results.
|
CINEDIGM DIGITAL CINEMA CORP.
|
|||
Dated: February 13, 2013
|
By:
|
/s/ Gary S. Loffredo | |
Gary S. Loffredo
President of Digital Cinema Services and General Counsel
|
Exhibit No.
|
Description
|
|
99.1
|
Press Release, dated February 13, 2013, announcing Cinedigm Digital Cinema Corp.’s three months and nine months ended December 31, 2012 financial results.
|
●
|
Consolidated revenues up 17% to $23.2 million and consolidated adjusted EBITDA increased to $14.5 million from $14.3 million in the year-ago period
|
●
|
Non deployment revenues up 53% to $9.6 million and non-deployment adjusted EBITDA up 58% from year-ago period to $2.2 million
|
●
|
Cinedigm’s domestic digital cinema deployment currently totals 11,697 screens installed with 269 exhibitor partners; 835 screens installed in third quarter
|
●
|
Cinedigm’s movie release, “The Invisible War,” nominated for Academy Award® in the Best Feature Documentary category
|
●
|
13 independent films acquired to date
|
●
|
Cinedigm experienced the third highest installation quarter in its history, installing 835 digital systems as the Phase 2 installation period ended at January 31st, 2013.
|
●
|
Cinedigm’s US and Canadian digital cinema deployment currently totals 11,697 screens installed with 269 exhibitor partners, representing in excess of 70% of all North American exhibitors and approximately 40% of all North American digital cinema screens.
|
●
|
Cinedigm is finalizing contracts to bring its Virtual Print Fee (VPF) program to drive in movie theatres.
|
●
|
Also in the quarter, the Company signed its first large scale international deployment with Caribbean Theaters, with installations to commence in the fourth quarter.
|
●
|
The Company’s fiscal year 2013 movie release, “The Invisible War,” was nominated for an Academy Award® in the Best Feature Documentary category and is one of the best reviewed movies of the year.
|
●
|
Cinedigm released two films theatrically in the third quarter fiscal 2013; “Citadel” and “In Our Nature.”
|
●
|
Cinedigm distributed 2,830 hours of film and TV content to more than 22 digital partners.
|
●
|
Through the end of the quarter, Cinedigm’s live content on digital platforms totaled over 2,130 unique films and 365 seasons of TV comprising over 5,732 episodes.
|
●
|
Cinedigm acquired 714 hours of new movies and TV series, including the classic Toei Anime franchise “Digimon,” 22 new festival films from our Sundance partnership, and the top-rated series “Coast Guard Alaska” & “Coast Guard Florida” from Al Roker Entertainment.
|
●
|
With the recently acquired content, the Company's total library is over 18,943 movies and television episodes.
|
●
|
Digital revenues increased 50% year-to-date versus industry average of 28%.
|
●
|
Dan Sherlock joined in January as the new president of the software division.
|
●
|
Signed Southern for our exhibitor management system and our TCC-Enterprise system
|
●
|
Signed LD Entertainment for our TDS product.
|
●
|
Internationally, software installations began in Ireland and the UK. The quarter also saw the Company sign the first large scale international deployment with Caribbean Theaters, who will begin installing our software in our fiscal fourth quarter. The company expects Australian and New Zealand installations to also commence in the fourth quarter.
|
December 31,
2012 |
March 31,
2012 |
|||||||
ASSETS
|
(Unaudited)
|
|||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 17,321 | $ | 17,843 | ||||
Restricted available-for-sale investments
|
— | 9,477 | ||||||
Accounts receivable, net
|
38,538 | 24,502 | ||||||
Deferred costs, current portion
|
2,199 | 2,228 | ||||||
Unbilled revenue, current portion
|
7,982 | 7,510 | ||||||
Prepaid and other current assets
|
7,249 | 1,121 | ||||||
Note receivable, current portion
|
478 | 498 | ||||||
Assets held for sale
|
— | 214 | ||||||
Total current assets
|
73,767 | 63,393 | ||||||
Restricted cash
|
5,751 | 5,751 | ||||||
Security deposits
|
241 | 207 | ||||||
Property and equipment, net
|
178,275 | 200,974 | ||||||
Intangible assets, net
|
14,439 | 466 | ||||||
Capitalized software costs, net
|
6,650 | 5,156 | ||||||
Goodwill
|
7,101 | 5,765 | ||||||
Deferred costs, net of current portion
|
3,481 | 5,080 | ||||||
Unbilled revenue, net of current portion
|
611 | 617 | ||||||
Accounts receivable, long-term
|
1,602 | 773 | ||||||
Note receivable, net of current portion
|
134 | 465 | ||||||
Investment in non-consolidated entity, net
|
2,830 | 1,490 | ||||||
Total assets
|
$ | 294,882 | $ | 290,137 |
December 31,
2012 |
March 31,
2012 |
|||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
(Unaudited)
|
|||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
42,983
|
$
|
20,854
|
||||
Current portion of notes payable, non-recourse
|
33,562
|
35,644
|
||||||
Current portion of capital leases
|
230
|
186
|
||||||
Current portion of deferred revenue
|
4,556
|
3,677
|
||||||
Current portion of contingent consideration for business combination
|
750
|
—
|
||||||
Liabilities as part of assets held for sale
|
—
|
75
|
||||||
Total current liabilities
|
82,081
|
60,436
|
||||||
Notes payable, non-recourse, net of current portion
|
103,726
|
135,345
|
||||||
Notes payable
|
94,442
|
87,354
|
||||||
Capital leases, net of current portion
|
5,051
|
5,244
|
||||||
Interest rate swaps
|
750
|
1,771
|
||||||
Deferred revenue, net of current portion
|
11,464
|
11,451
|
||||||
Contingent consideration, net of current portion
|
3,094
|
—
|
||||||
Customer security deposits, net of current portion
|
—
|
9
|
||||||
Total liabilities
|
300,608
|
301,610
|
||||||
Commitments and contingencies
|
||||||||
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 December 31, 2012 and March 31, 2012, respectively. Liquidation preference of $3,589
|
3,439
|
3,357
|
||||||
Class A common stock, $0.001 par value per share; 118,759,000 and 75,000,000 shares authorized; 48,446,468 and 37,722,927 shares issued and 48,395,028 and 37,671,487 shares outstanding at December 31, 2012 and March 31, 2012, respectively
|
48
|
38
|
||||||
Class B common stock, $0.001 par value per share; 1,241,000 and 15,000,000 shares authorized; 1,241,000 and 1,241,000 shares issued and 0 and 25,000 shares outstanding, at December 31, 2012 and March 31, 2012, respectively
|
—
|
—
|
||||||
Additional paid-in capital
|
221,817
|
206,348
|
||||||
Treasury stock, at cost; 51,440 Class A shares
|
(172
|
)
|
(172
|
)
|
||||
Accumulated deficit
|
(230,858
|
)
|
(221,044
|
)
|
||||
Total stockholders’ deficit
|
(5,726
|
)
|
(11,473
|
)
|
||||
Total liabilities and stockholders’ deficit
|
$
|
294,882
|
$
|
290,137
|
For the Three Months
Ended December 31, |
For the Nine Months
Ended December 31, |
||||||||||||||
2012
|
2011
|
2012
|
2011
|
||||||||||||
Revenues
|
$
|
23,212
|
$
|
19,793
|
$
|
66,725
|
$
|
58,862
|
|||||||
Costs and expenses:
|
|||||||||||||||
Direct operating (exclusive of depreciation and amortization shown below)
|
3,169
|
2,104
|
8,532
|
5,394
|
|||||||||||
Selling, general and administrative
|
6,265
|
4,303
|
18,464
|
11,784
|
|||||||||||
Provision for doubtful accounts
|
72
|
—
|
226
|
—
|
|||||||||||
Research and development
|
38
|
72
|
112
|
162
|
|||||||||||
Merger and acquisition expenses
|
—
|
—
|
1,267
|
—
|
|||||||||||
Restructuring expenses
|
—
|
832
|
340
|
832
|
|||||||||||
Depreciation and amortization of property and equipment
|
9,155
|
8,996
|
27,372
|
26,719
|
|||||||||||
Amortization of intangible assets
|
739
|
84
|
1,120
|
253
|
|||||||||||
Total operating expenses
|
19,438
|
16,391
|
57,433
|
45,144
|
|||||||||||
Income from operations
|
3,774
|
3,402
|
9,292
|
13,718
|
|||||||||||
Interest income
|
2
|
21
|
20
|
96
|
|||||||||||
Interest expense
|
(6,690
|
)
|
(7,603
|
)
|
(21,444
|
)
|
(22,543
|
)
|
|||||||
Income (loss) on investment in non-consolidated entity
|
678
|
(343
|
)
|
1,340
|
(343
|
)
|
|||||||||
Other income, net
|
103
|
175
|
494
|
606
|
|||||||||||
Change in fair value of interest rate swap
|
349
|
597
|
1,025
|
29
|
|||||||||||
Net loss from continuing operations
|
(1,784
|
)
|
(3,751
|
)
|
(9,273
|
)
|
(8,437
|
)
|
|||||||
Loss from discontinued operations
|
—
|
(6,889
|
)
|
(274
|
)
|
(8,826
|
)
|
||||||||
Net loss
|
(1,784
|
)
|
(10,640
|
)
|
(9,547
|
)
|
(17,263
|
)
|
|||||||
Preferred stock dividends
|
(89
|
)
|
(89
|
)
|
(267
|
)
|
(267
|
)
|
|||||||
Net loss attributable to common stockholders
|
$
|
(1,873
|
)
|
$
|
(10,729
|
)
|
$
|
(9,814
|
)
|
$
|
(17,530
|
)
|
|||
Net loss per Class A and Class B common share - basic and diluted:
|
|||||||||||||||
Loss from continuing operations
|
$
|
(0.03
|
)
|
$
|
(0.10
|
)
|
$
|
(0.20
|
)
|
$
|
(0.24
|
)
|
|||
Loss from discontinued operations
|
$
|
—
|
$
|
(0.18
|
)
|
$
|
(0.01
|
)
|
$
|
(0.25
|
)
|
||||
$
|
(0.03
|
)
|
$
|
(0.28
|
)
|
$
|
(0.21
|
)
|
$
|
(0.49
|
)
|
||||
Weighted average number of Class A and Class B common shares outstanding: Basic and diluted
|
48,320,257
|
37,620,287
|
47,254,337
|
35,800,878
|
For the Three Months
Ended December 31, |
||||||||
($ in thousands)
|
2012
|
2011
|
||||||
Net loss from continuing operations
|
$
|
(1,784
|
)
|
$
|
(3,751
|
)
|
||
Add Back:
|
||||||||
Amortization of capitalized software costs
|
302
|
130
|
||||||
Depreciation and amortization of property and equipment
|
9,155
|
8,996
|
||||||
Amortization of intangible assets
|
739
|
84
|
||||||
Interest income
|
(2
|
)
|
(21
|
)
|
||||
Interest expense
|
6,690
|
7,603
|
||||||
Other income, net
|
(103
|
)
|
(175
|
)
|
||||
Income on investment in non-consolidated entity
|
(678
|
)
|
343
|
|||||
Change in fair value of interest rate swap
|
(349
|
)
|
(597
|
)
|
||||
Stock-based expenses
|
43
|
142
|
||||||
Stock-based compensation
|
513
|
561
|
||||||
Restructuring expenses
|
—
|
832
|
||||||
Allocated costs attributable to discontinued operations
|
—
|
119
|
||||||
Adjusted EBITDA
|
$
|
14,526
|
$
|
14,266
|
||||
Adjustments related to the Phase I and Phase II Deployments:
|
||||||||
Depreciation and amortization of property and equipment
|
$
|
(8,986
|
)
|
$
|
(8,820
|
)
|
||
Amortization of intangible assets
|
(13
|
)
|
(12
|
)
|
||||
Income from operations
|
(4,159
|
)
|
(4,275
|
)
|
||||
Intersegment services fees earned (1)
|
845
|
245
|
||||||
Adjusted EBITDA from non-deployment businesses
|
$
|
2,213
|
$
|
1,404
|
For the Nine Months
Ended December 31, |
||||||||
($ in thousands)
|
2012
|
2011
|
||||||
Net loss from continuing operations
|
$
|
(9,273
|
)
|
$
|
(8,437
|
)
|
||
Add Back:
|
||||||||
Amortization of capitalized software costs
|
829
|
494
|
||||||
Depreciation and amortization of property and equipment
|
27,372
|
26,719
|
||||||
Amortization of intangible assets
|
1,120
|
253
|
||||||
Interest income
|
(20
|
)
|
(96
|
)
|
||||
Interest expense
|
21,444
|
22,543
|
||||||
Other income, net
|
(494
|
)
|
(606
|
)
|
||||
Income on investment in non-consolidated entity
|
(1,340
|
)
|
343
|
|||||
Change in fair value of interest rate swap
|
(1,025
|
)
|
(29
|
)
|
||||
Stock-based expenses
|
343
|
704
|
||||||
Stock-based compensation
|
1,527
|
1,479
|
||||||
Merger and acquisition expenses
|
1,267
|
—
|
||||||
Restructuring expenses
|
340
|
832
|
||||||
Allocated costs attributable to discontinued operations
|
—
|
623
|
||||||
Adjusted EBITDA
|
$
|
42,090
|
$
|
44,822
|
||||
Adjustments related to the Phase I and Phase II Deployments:
|
||||||||
Depreciation and amortization of property and equipment
|
$
|
(26,890
|
)
|
$
|
(26,330
|
)
|
||
Amortization of intangible assets
|
(39
|
)
|
(39
|
)
|
||||
Income from operations
|
(13,563
|
)
|
(16,312
|
)
|
||||
Intersegment services fees earned (1)
|
2,661
|
3,323
|
||||||
Adjusted EBITDA from non-deployment businesses
|
$
|
4,259
|
$
|
5,464
|