0000932440-13-000053.txt : 20130213 0000932440-13-000053.hdr.sgml : 20130213 20130213170846 ACCESSION NUMBER: 0000932440-13-000053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121231 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 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: 13604335 BUSINESS ADDRESS: STREET 1: 920 BROADWAY STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 973-290-0080 MAIL ADDRESS: STREET 1: 920 BROADWAY STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 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 form8k_1699679.htm FORM 8K form8k_1699679.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
 

February 13, 2013
(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.)


902 Broadway, 9th Floor, New York, New York
10010
(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 2.02.
Results of Operations and Financial Condition

On February 13, 2013, Cinedigm Digital Cinema Corp. (the “Company”) issued a press release announcing its financial results for the three months and nine months ended December 31, 2012.

Such press release contains adjusted EBITDA information in the discussion of the Company’s financial results.  Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, other income, net, stock-based compensation and other non-recurring items.

Adjusted EBITDA is not a measurement of financial performance under U.S. generally accepted accounting principles (“GAAP”) and may not be comparable to other similarly titled measures of other companies. The Company uses Adjusted EBITDA as a financial metric to measure the financial performance of the business because management believes it provides additional information with respect to the performance of its fundamental business activities. For this reason, the Company believes Adjusted EBITDA will also be useful to others, including its stockholders, as a valuable financial metric.

Management presents Adjusted EBITDA because it believes that Adjusted EBITDA is a useful supplement to net loss from continuing operations as an indicator of operating performance. Management also believes that Adjusted EBITDA is a financial measure that is useful both to management and investors when evaluating the Company's performance and comparing our performance with the performance of our competitors. Management also uses Adjusted EBITDA for planning purposes, as well as to evaluate the Company's performance because Adjusted EBITDA excludes certain non-recurring or non-cash items, such as stock-based compensation charges, that management believes are not indicative of the Company's ongoing operating performance.

The Company believes that Adjusted EBITDA is a performance measure and not a liquidity measure, and a reconciliation between net loss from continuing operations and Adjusted EBITDA is provided in the financial results. Adjusted EBITDA should not be considered as an alternative to income from operations or net loss from continuing operations as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of liquidity. In addition, Adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. Management does not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should be read only in conjunction with the Company's condensed consolidated financial statements prepared in accordance with GAAP.

A copy of such press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

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.


                                                                 

 
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: February 13, 2013
 
By: 
 /s/ Gary S. Loffredo
     
Gary S. Loffredo
President of Digital Cinema Services and General Counsel



                                                                    

 
3

 

EXHIBIT INDEX


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.

 
 
 
 
4
 
EX-99.1 2 exh99-1_1702026.htm EXHIBIT 99.1 exh99-1_1702026.htm
 
 
Cinedigm Announces Third Quarter Fiscal Year 2013 Financial Results
 
Year over Year Revenue and EBITDA Growth Driven by Strong Performance in Company’s Digital Cinema Installations and Content Entertainment Group
 
LOS ANGELES (February 13, 2013) - Cinedigm Digital Cinema Corp. (NASDAQ: CIDM), the global leader in the digital distribution revolution, today announced financial results for the third quarter fiscal 2013 which ended December 31, 2012.
 
Quarterly Highlights Include:
 
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
 
Third Quarter Fiscal 2013 Results
 
Revenues for the third quarter of fiscal 2013 were $23.2 million, a 17% increase from $19.8 million in the third quarter a year ago. The increase in revenues was primarily the result of strong performance in Cinedigm’s Entertainment Group (CEG), including results from the New Video acquisition, which closed in April 2012, as well as continued steady results from the Company’s recurring revenue digital cinema servicing and software platforms.
 
In the third quarter of fiscal 2013, Adjusted EBITDA from continuing operations totaled $14.5 million, an increase from $14.3 million in the year-ago period. Excluding Cinedigm’s deployment business, Adjusted EBITDA from continuing non-deployment operations was $2.2 million, an increase of 58% from the year ago period and an increase of 81% from the previous quarter.  Non-Deployment EBITDA in the quarter included $0.4 million of film distribution costs incurred in the quarter as CEG ramped up its film releasing business, building toward a goal of 20-25 releases per year.  These third quarter distribution costs were incurred in advance of any home entertainment revenues for those film releases, which will be realized in subsequent periods.
 
Consolidated net loss decreased to $1.8 million or $0.03 per share for the quarter compared to a consolidated net loss of $10.6 million or $0.28 per share in the comparable prior year period, and a net loss of $2.6 million or $0.06 per share in the preceding quarter.
 
 
1

 
 
Digital Cinema Deployment Highlights:
 
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.
 
Entertainment Distribution Highlights:
 
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%.
 
Software Highlights:
 
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.
 
“We are pleased that each of our divisions made significant operational progress in the last quarter.  We exceeded our goals for the now complete Phase 2 domestic deployment, expanded our footprint internationally, released two independent films domestically with strong ancillary market pre-sales,  grew our feature distribution slate to 13 titles and further expanded our industry leading home entertainment library with numerous film and television title acquisitions,” said Chris McGurk, Chairman and CEO.  “Importantly, garnering an Academy Award® nomination for ‘The Invisible War’ has both dramatically increased awareness of the critical issue of military sexual assault and underscored that in year one as a complete digitally-focused studio, Cinedigm is already making a big impact on the entertainment business.”
 
 
 
2

 
 
“We’ve consistently stated that fiscal year 2013 is a year focused on both investment and growth,” added Adam Mizel, Chief Operating Officer and CFO.  “Cinedigm continues to benefit from the recurring revenues generated by its installed systems, software maintenance fees, and the inherent operating leverage embedded in its business model.  With the completion of our domestic Phase 2 deployment at January 31st, we are focused on expanding our international servicing partnerships, as well as our exhibition and distribution software client base.  In addition, our strong independent film slate and recent home entertainment acquisitions are setting us up for a strong start to fiscal 2014.”
 
Nine-Month Fiscal 2013 Results
 
For the first nine months of fiscal 2013, revenues increased $7.8 million to $66.7 million as compared to $58.9 million for the same period year ago. Adjusted EBITDA from continuing operations year-to-date was $42.1 million, compared to $44.8 million in the first nine months of the prior year reflecting the reduced virtual print fees due to unexpected shifts in the breadth and timing of various major studio movie releases in July and August. Consolidated net loss decreased to $9.5 million or $0.21 per share for the first nine months of the fiscal year compared to a consolidated net loss of $17.3 million or $0.49 per share in the comparable prior year period.
 
Fiscal 2013 Outlook
 
Cinedigm is reaffirming its fiscal 2013 guidance and expects consolidated GAAP revenues including its deployment units of $91-$97 million, and consolidated Adjusted EBITDA of $57-$59 million in Fiscal 2013.  The Company is also reaffirming that it expects fiscal 2013 Adjusted EBITDA from non-deployment operations of $6.7-$7.7 million.
 
Adjusted EBITDA is defined by the Company for the periods presented to be earnings before interest, taxes, depreciation and amortization, other income, net, stock-based expenses and compensation, merger and acquisition costs, and certain other items. Pursuant to the requirements of Regulation G, the Company has provided a reconciliation in the tables attached to this release of Adjusted EBITDA to U.S. GAAP net income (loss). The Company calculated and communicated Adjusted EBITDA in the tables because the Company's management believes it is of importance to investors and lenders by providing additional information with respect to the performance of its fundamental business activities. The Company's calculation of Adjusted EBITDA may or may not be consistent with the calculation of this measure by other companies in the same industry. Investors should not view Adjusted EBITDA as an alternative to the U.S. GAAP operating measure of net income (loss). In addition, Adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. Management does not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with U.S. GAAP. These non-GAAP measures should be read only in conjunction with the Company's consolidated financial statements prepared in accordance with U.S. GAAP.
 
Conference Call
 
Cinedigm will host a conference call to discuss its financial results at 4:30 p.m. EST on February 13, 2013. The conference call can be accessed by dialing (877) 754-5303 or for international callers by dialing (678) 894-3030 at least five minutes prior to the start of the call. No passcode is required. The earnings call will also be broadcast live over the Internet and can be accessed on the Investor Relations section of the Company’s Web site at http://investor.cinedigm.com/events.cfm. To listen to the live webcast, please visit the site prior to the start of the call in order to register, download and install any necessary audio software.
 
 
 
3

 
 
For those unable to participate during the live broadcast, a replay will be available beginning February 13, 2013 at 5:30 p.m. EST, through February 20, 2013 at 11:59 p.m. EST. To access the replay, dial (800) 585-8367 (U.S.) or (404) 537-3406 (International) and use passcode: 96792519.
 
About Cinedigm
 
Cinedigm is a leader in digital entertainment revolution.  Cinedigm's pioneering digital cinema deployment and servicing efforts, and our state of the art distribution and exhibition software, are cornerstones of the digital cinema transformation. Cinedigm's is also the leading digital aggregator of independent content in the world, providing end-to-end digital content delivery to theaters, across digital and on-demand platforms, and on DVD/Blu-ray. Through partnerships with iTunes, Netflix, Amazon, Google, Hulu, Vudu, Xbox, Playstation, and others, Cinedigm reaches a global digital audience. The company’s library of over 5,000 titles includes award-winning documentaries from Docurama Films®, next-gen indies from Flatiron Film Company® and acclaimed independent films and festival picks through partnerships with the Sundance Institute and Tribeca Film. CEG is proud to distribute many Oscar®-nominated films including “The Invisible War,” “Hell and Back Again,” “GasLand,” “Waste Land” and “Paradise Lost 3: Purgatory.” Upcoming multi-platform releases include “Don’t Stop Believin’: Everyman’s Journey,” “Come Out And Play,” “Arthur Newman,” and “Violet and Daisy.”  Cinedigm™ and Cinedigm Digital Cinema Corp™ are trademarks of Cinedigm Digital Cinema Corp www.cinedigm.com. [CIDM-E]
 
Safe Harbor Statement
 
Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of Cinedigm officials during presentations about Cinedigm, along with Cinedigm's filings with the Securities and Exchange Commission, including Cinedigm's registration statements, quarterly reports on Form 10-Q and annual report on Form 10-K, are "forward-looking'' statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act''). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects," "anticipates,'' "intends,'' "plans,'' "could," "might," "believes,'' "seeks," "estimates'' or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by Cinedigm's management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties and assumptions about Cinedigm, its technology, economic and market factors and the industries in which Cinedigm does business, among other things. These statements are not guarantees of future performance and Cinedigm undertakes no specific obligation or intention to update these statements after the date of this release.
 
Contact:
 
For more information:
Jill Newhouse Calcaterra
Cinedigm/CMO
jcalcaterra@cinedigm.com
 
 
4

 

CINEDIGM DIGITAL CINEMA CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)

   
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  



 
5

 

CINEDIGM DIGITAL CINEMA CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
(continued)


   
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
 


 
6

 

CINEDIGM DIGITAL CINEMA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for share and per share data)
(Unaudited)


 
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
 

 
7

 

Following is the reconciliation of the Company's consolidated Adjusted EBITDA to consolidated GAAP net loss from continuing operations for the three and nine months ended December 31, 2012 and 2011:

   
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
 

(1) Intersegment revenues of the Services segment represent service fees earned from the Phase I and Phase II Deployments.

 
 

 
 
Following is the reconciliation of the Company's consolidated Adjusted EBITDA to consolidated GAAP net loss from continuing operations:
 
   
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
 

(1) Intersegment revenues of the Services segment represent service fees earned from the Phase I and Phase II Deployments.
 
 
 
 
9
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