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)
|
¨ 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
|
Item 9.01
|
Financial Statements and Exhibits
|
Exhibit No.
|
Description
|
|
99.1
|
Press Release, dated February 13, 2014, announcing Cinedigm Corp.’s three months and nine months ended December 31, 2013 financial results.
|
CINEDIGM CORP.
|
|||
Dated: February 13, 2014 |
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, 2014, announcing Cinedigm Corp.’s three months and nine months ended December 31, 2013 financial results.
|
●
|
Consolidated revenues increased 60% to $34.9 million, reflecting the successful integration of Gaiam Inc.’s Entertainment Unit (“GVE”), acquired on October 21, 2013
|
●
|
Non-deployment revenues increased 146% to $22.2 million, reflecting the positive impact of GVE
|
●
|
Cinedigm Entertainment Group (CEG) revenues increased 234% to $18.8 million, reflecting the positive impact of GVE
|
●
|
Consolidated Adjusted EBITDA in the third quarter was $17.8 million, an increase of $2.6 million versus the prior year quarter of $15.2 million
|
●
|
Adjusted EBITDA from non-deployment businesses more than doubled to $5.7 million, increasing from $2.8 million in the prior year quarter
|
●
|
CEG expanded its total home entertainment distribution library of films and TV episodes to over 33,000 titles during the third quarter, and delivered over 2,500 pieces of content into the digital ecosystem
|
●
|
Subsequent to quarter-end, Cinedigm’s digital network business continued to expand through a partnership announced yesterday with Wizard World, Inc. to launch a digital channel later this year focused on the Comic Con audience
|
December 31, 2013
|
March 31,
2013 |
|||||
ASSETS
|
(Unaudited)
|
|||||
Current assets
|
||||||
Cash and cash equivalents
|
$
|
18,863
|
$
|
13,448
|
||
Accounts receivable, net
|
70,341
|
29,384
|
||||
Deferred costs, current portion
|
1,878
|
1,238
|
||||
Unbilled revenue, current portion
|
5,987
|
7,432
|
||||
Prepaid and other current assets
|
12,230
|
6,091
|
||||
Note receivable, current portion
|
333
|
331
|
||||
Assets of discontinued operations, net of liabilities
|
1,876
|
2,279
|
||||
Total current assets
|
111,508
|
60,203
|
||||
Restricted cash
|
6,751
|
6,751
|
||||
Security deposits
|
218
|
218
|
||||
Property and equipment, net
|
144,291
|
170,088
|
||||
Intangible assets, net
|
35,284
|
12,799
|
||||
Goodwill
|
8,542
|
8,542
|
||||
Deferred costs, net of current portion
|
7,931
|
7,396
|
||||
Accounts receivable, long-term
|
1,451
|
1,225
|
||||
Note receivable, net of current portion
|
102
|
130
|
||||
Investment in non-consolidated entity, net
|
—
|
1,812
|
||||
Assets of discontinued operations, net of current portion
|
6,164
|
12,295
|
||||
Total assets
|
$
|
322,242
|
$
|
281,459
|
December 31,
2013 |
March 31,
2013 |
|||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
(Unaudited)
|
|||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
63,755
|
$
|
39,777
|
||||
Current portion of notes payable, non-recourse
|
34,095
|
34,447
|
||||||
Current portion of notes payable
|
18,275
|
—
|
||||||
Current portion of capital leases
|
590
|
132
|
||||||
Current portion of deferred revenue
|
3,463
|
1,844
|
||||||
Current portion of contingent consideration for business combination
|
—
|
1,500
|
||||||
Total current liabilities
|
120,178
|
77,700
|
||||||
Notes payable, non-recourse, net of current portion
|
173,797
|
203,462
|
||||||
Notes payable, net of current portion
|
24,553
|
—
|
||||||
Capital leases, net of current portion
|
5,632
|
4,386
|
||||||
Interest rate derivatives
|
—
|
544
|
||||||
Deferred revenue, net of current portion
|
12,829
|
10,931
|
||||||
Contingent consideration, net of current portion
|
1,906
|
1,750
|
||||||
Total liabilities
|
338,895
|
298,773
|
||||||
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, 2013 and March 31, 2013, respectively. Liquidation preference of $3,636
|
3,547
|
3,466
|
||||||
Class A common stock, $0.001 par value per share; 118,759,000 shares authorized; 64,501,920 and 48,448,137 shares issued and 64,450,480 and 48,396,697 shares outstanding at December 31, 2013 and March 31, 2013, respectively
|
64
|
48
|
||||||
Class B common stock, $0.001 par value per share; 1,241,000 shares authorized and issued, 0 shares outstanding at December 31, 2013 and March 31, 2013
|
—
|
—
|
||||||
Additional paid-in capital
|
245,178
|
221,810
|
||||||
Treasury stock, at cost; 51,440 Class A shares
|
(172
|
)
|
(172
|
)
|
||||
Accumulated deficit
|
(265,270
|
)
|
(242,466
|
)
|
||||
Total stockholders’ deficit
|
(16,653
|
)
|
(17,314
|
)
|
||||
Total liabilities and stockholders’ deficit
|
$
|
322,242
|
$
|
281,459
|
For the Three Months
Ended December 31, |
For the Nine Months
Ended December 31, |
||||||||||||||
2013
|
2012
|
2013
|
2012
|
||||||||||||
Revenues
|
$
|
34,885
|
$
|
21,779
|
$
|
72,664
|
$
|
61,448
|
|||||||
Costs and expenses:
|
|||||||||||||||
Direct operating (exclusive of depreciation and amortization shown below)
|
11,013
|
2,119
|
19,558
|
5,595
|
|||||||||||
Selling, general and administrative
|
6,949
|
5,435
|
17,243
|
16,247
|
|||||||||||
Provision for doubtful accounts
|
33
|
72
|
227
|
226
|
|||||||||||
Merger and acquisition expenses
|
2,779
|
—
|
2,779
|
1,267
|
|||||||||||
Restructuring and transition expenses
|
1,142
|
—
|
1,142
|
340
|
|||||||||||
Depreciation and amortization of property and equipment
|
9,444
|
9,120
|
27,901
|
27,264
|
|||||||||||
Amortization of intangible assets
|
1,228
|
732
|
2,055
|
1,100
|
|||||||||||
Total operating expenses
|
32,588
|
17,478
|
70,905
|
52,039
|
|||||||||||
Income from operations
|
2,297
|
4,301
|
1,759
|
9,409
|
|||||||||||
Interest expense, net
|
(5,051
|
)
|
(6,690
|
)
|
(14,507
|
)
|
(21,426
|
)
|
|||||||
Income (loss) on investment in non-consolidated entity
|
—
|
678
|
(1,812
|
)
|
1,340
|
||||||||||
Other income, net
|
23
|
102
|
269
|
494
|
|||||||||||
Change in fair value of interest rate derivatives
|
38
|
349
|
796
|
1,025
|
|||||||||||
Loss from continuing operations before benefit from income taxes
|
(2,693
|
)
|
(1,260
|
)
|
(13,495
|
)
|
(9,158
|
)
|
|||||||
Benefit from income taxes
|
—
|
—
|
—
|
5,019
|
|||||||||||
Loss from continuing operations
|
(2,693
|
)
|
(1,260
|
)
|
(13,495
|
)
|
(4,139
|
)
|
|||||||
Loss from discontinued operations
|
(7,689
|
)
|
(524
|
)
|
(9,042
|
)
|
(389
|
)
|
|||||||
Net loss
|
(10,382
|
)
|
(1,784
|
)
|
(22,537
|
)
|
(4,528
|
)
|
|||||||
Preferred stock dividends
|
(89
|
)
|
(89
|
)
|
(267
|
)
|
(267
|
)
|
|||||||
Net loss attributable to common stockholders
|
$
|
(10,471
|
)
|
$
|
(1,873
|
)
|
$
|
(22,804
|
)
|
$
|
(4,795
|
)
|
|||
Net loss per Class A and Class B common share attributable to common shareholders - basic and diluted:
|
|||||||||||||||
Loss from continuing operations
|
$
|
(0.05
|
)
|
$
|
(0.03
|
)
|
$
|
(0.25
|
)
|
$
|
(0.09
|
)
|
|||
Loss from discontinued operations
|
(0.12
|
)
|
(0.01
|
)
|
(0.17
|
)
|
(0.01
|
)
|
|||||||
$
|
(0.17
|
)
|
$
|
(0.04
|
)
|
$
|
(0.42
|
)
|
$
|
(0.10
|
)
|
||||
Weighted average number of Class A and Class B common shares outstanding: Basic and diluted
|
61,729,658
|
48,320,257
|
54,357,320
|
47,254,337
|
For the Three Months
Ended December 31, |
||||||||
($ in thousands)
|
2013
|
2012
|
||||||
Net loss from continuing operations before income taxes
|
$
|
(2,693
|
)
|
$
|
(1,259
|
)
|
||
Add Back:
|
||||||||
Depreciation and amortization of property and equipment
|
9,444
|
9,120
|
||||||
Amortization of intangible assets
|
1,228
|
732
|
||||||
Interest expense, net
|
5,051
|
6,690
|
||||||
Income on investment in non-consolidated entity
|
—
|
(678
|
)
|
|||||
Other income, net
|
(23
|
)
|
(102
|
)
|
||||
Change in fair value of interest rate derivatives
|
(38
|
)
|
(349
|
)
|
||||
Stock-based compensation and expenses
|
750
|
501
|
||||||
Merger and acquisition expenses
|
2,779
|
—
|
||||||
Restructuring and transition expenses
|
1,142
|
—
|
||||||
Allocated costs attributable to discontinued operations
|
206
|
495
|
||||||
Adjusted EBITDA
|
$
|
17,846
|
$
|
15,150
|
||||
Adjustments related to the Phase I and Phase II Deployments:
|
||||||||
Depreciation and amortization of property and equipment
|
(9,018
|
)
|
(8,986
|
)
|
||||
Amortization of intangible assets
|
(13
|
)
|
(13
|
)
|
||||
Income from operations
|
(3,106
|
)
|
(3,318
|
)
|
||||
Intersegment services fees earned
|
5
|
6
|
||||||
Adjusted EBITDA from non-deployment businesses
|
$
|
5,714
|
$
|
2,839
|
For the Nine Months
Ended December 31, |
||||||||
($ in thousands)
|
2013
|
2012
|
||||||
Net loss from continuing operations before income taxes
|
$
|
(13,495
|
)
|
$
|
(9,158
|
)
|
||
Add Back:
|
||||||||
Depreciation and amortization of property and equipment
|
27,901
|
27,264
|
||||||
Amortization of intangible assets
|
2,055
|
1,100
|
||||||
Interest expense, net
|
14,507
|
21,426
|
||||||
Loss (income) on investment in non-consolidated entity
|
1,812
|
(1,340
|
)
|
|||||
Other income, net
|
(269
|
)
|
(494
|
)
|
||||
Change in fair value of interest rate derivatives
|
(796
|
)
|
(1,025
|
)
|
||||
Stock-based compensation and expenses
|
1,932
|
1,698
|
||||||
Merger and acquisition expenses
|
2,779
|
1,267
|
||||||
Restructuring and transition expenses
|
1,142
|
340
|
||||||
Allocated costs attributable to discontinued operations
|
1,208
|
1,503
|
||||||
Adjusted EBITDA
|
$
|
38,776
|
$
|
42,581
|
||||
Adjustments related to the Phase I and Phase II Deployments:
|
||||||||
Depreciation and amortization of property and equipment
|
(27,054
|
)
|
(26,890
|
)
|
||||
Amortization of intangible assets
|
(39
|
)
|
(39
|
)
|
||||
Income from operations
|
(8,351
|
)
|
(10,921
|
)
|
||||
Intersegment services fees earned
|
16
|
21
|
||||||
Adjusted EBITDA from non-deployment businesses
|
$
|
3,348
|
$
|
4,752
|
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