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
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(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
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Item 9.01
|
Financial Statements and Exhibits
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Exhibit No.
|
Description
|
|
99.1
|
Press Release, dated August 13, 2014, announcing Cinedigm Corp.’s three months ended June 30, 2014 financial results.
|
CINEDIGM CORP.
|
|||
Dated: August 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 August 13, 2014, announcing Cinedigm Corp.’s three months ended June 30, 2014 financial results.
|
·
|
First quarter consolidated revenues increased 23% to $22.9 million from the prior year quarter of $18.5 million
|
·
|
First quarter non-deployment revenues (entertainment and services) increased 53% to $10.2 million from the prior year quarter of $6.7 million
|
·
|
First quarter consolidated adjusted EBITDA decreased 26% to $7.2 million from the prior year quarter of $9.7 million
|
·
|
First quarter non-deployment adjusted EBITDA was $(4.9) million, a decrease from $(1.7) million in the prior year quarter
|
·
|
DVD back office transition issues reduced Q1 EBITDA by an estimated $4-$5M
|
·
|
Cinedigm has signed 30 new distribution deals in 2014
|
·
|
Cinedigm launched its original programming initiative with FIGHT OF THE LIVING DEAD for ‘CON TV
|
·
|
Cinedigm is currently managing one of its largest ever DVD releases, GOD’S NOT DEAD, with results exceeding sales expectations to date
|
June 30, 2014 | March 31, 2014 | ||||||
ASSETS
|
(Unaudited)
|
||||||
Current assets
|
|||||||
Cash and cash equivalents
|
$
|
36,742
|
$
|
50,215
|
|||
Accounts receivable, net
|
37,506
|
56,863
|
|||||
Inventory
|
2,870
|
3,164
|
|||||
Unbilled revenue
|
5,122
|
5,144
|
|||||
Prepaid and other current assets
|
8,392
|
8,698
|
|||||
Note receivable, current portion
|
101
|
112
|
|||||
Assets of discontinued operations, net of current liabilities
|
—
|
278
|
|||||
Total current assets
|
90,733
|
124,474
|
|||||
Restricted cash
|
6,751
|
6,751
|
|||||
Security deposits
|
269
|
269
|
|||||
Property and equipment, net
|
125,642
|
134,936
|
|||||
Intangible assets, net
|
35,757
|
37,639
|
|||||
Goodwill
|
27,944
|
25,494
|
|||||
Deferred costs, net
|
8,618
|
9,279
|
|||||
Accounts receivable, long-term
|
1,343
|
1,397
|
|||||
Note receivable, net of current portion
|
91
|
99
|
|||||
Assets of discontinued operations, net of current portion
|
6,238
|
5,660
|
|||||
Total assets
|
$
|
303,386
|
$
|
345,998
|
June 30, 2014
|
March 31, 2014
|
|||||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
(Unaudited)
|
|||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
55,537
|
$
|
72,604
|
||||
Current portion of notes payable, non-recourse
|
33,540
|
33,825
|
||||||
Current portion of notes payable
|
15,608
|
19,219
|
||||||
Current portion of capital leases
|
609
|
614
|
||||||
Current portion of deferred revenue
|
3,025
|
3,214
|
||||||
Total current liabilities
|
108,319
|
129,476
|
||||||
Notes payable, non-recourse, net of current portion
|
155,388
|
164,779
|
||||||
Notes payable, net of current portion
|
22,499
|
23,525
|
||||||
Capital leases, net of current portion
|
5,330
|
5,472
|
||||||
Deferred revenue, net of current portion
|
11,899
|
12,519
|
||||||
Total liabilities
|
303,435
|
335,771
|
||||||
Commitments and contingencies
|
||||||||
Stockholders’ (Deficit) Equity
|
||||||||
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 June 30, 2014 and March 31, 2014, respectively. Liquidation preference of $3,648
|
3,559
|
3,559
|
||||||
Class A common stock, $0.001 par value per share; 118,759,000 shares authorized; 76,656,587 and 76,571,972 shares issued and 76,605,147 and 76,520,532 shares outstanding at June 30, 2014 and March 31, 2014, respectively
|
77
|
76
|
||||||
Class B common stock, $0.001 par value per share; 1,241,000 shares authorized; 1,241,000 shares issued and 0 shares outstanding, at June 30, 2014 and March 31, 2014, respectively
|
—
|
—
|
||||||
Additional paid-in capital
|
275,938
|
275,519
|
||||||
Treasury stock, at cost; 51,440 Class A shares
|
(172
|
)
|
(172
|
)
|
||||
Accumulated deficit
|
(279,438
|
)
|
(268,686
|
)
|
||||
Accumulated other comprehensive loss
|
(13
|
)
|
(69
|
)
|
||||
Total stockholders’ (deficit) equity
|
(49
|
)
|
10,227
|
|||||
Total liabilities and stockholders’ (deficit) equity
|
$
|
303,386
|
$
|
345,998
|
For the Three Months Ended June 30,
|
||||||||
2014
|
2013
|
|||||||
Revenues
|
$
|
22,857
|
$
|
18,537
|
||||
Costs and expenses:
|
||||||||
Direct operating (exclusive of depreciation and amortization shown below)
|
8,504
|
3,779
|
||||||
Selling, general and administrative
|
7,709
|
6,204
|
||||||
Provision for doubtful accounts
|
94
|
62
|
||||||
Transition and acquisition expenses
|
946
|
—
|
||||||
Depreciation and amortization of property and equipment
|
9,376
|
9,245
|
||||||
Amortization of intangible assets
|
1,885
|
418
|
||||||
Total operating expenses
|
28,514
|
19,708
|
||||||
Loss from operations
|
(5,657
|
)
|
(1,171
|
)
|
||||
Interest expense, net
|
(5,035
|
)
|
(4,924
|
)
|
||||
Loss on investment in non-consolidated entity
|
—
|
(1,252
|
)
|
|||||
Other income, net
|
139
|
134
|
||||||
Change in fair value of interest rate derivatives
|
(259
|
)
|
829
|
|||||
Loss from continuing operations
|
(10,812
|
)
|
(6,384
|
)
|
||||
Income (loss) from discontinued operations
|
149
|
(604
|
)
|
|||||
Net loss
|
(10,663
|
)
|
(6,988
|
)
|
||||
Preferred stock dividends
|
(89
|
)
|
(89
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(10,752
|
)
|
$
|
(7,077
|
)
|
||
Net loss per Class A and Class B common share attributable to common shareholders - basic and diluted:
|
||||||||
Loss from continuing operations
|
$
|
(0.14
|
)
|
$
|
(0.13
|
)
|
||
Income (loss) from discontinued operations
|
—
|
(0.02
|
)
|
|||||
$
|
(0.14
|
)
|
$
|
(0.15
|
)
|
|||
Weighted average number of Class A and Class B common shares outstanding: basic and diluted
|
76,567,128
|
48,357,020
|
For the Three Months Ended June 30, | ||||||||
($ in thousands)
|
2014
|
2013 | ||||||
Net loss from continuing operations
|
$
|
(10,812
|
)
|
$
|
(6,383
|
)
|
||
Add Back:
|
||||||||
Depreciation and amortization of property and equipment
|
9,376
|
9,245
|
||||||
Amortization of intangible assets
|
1,885
|
418
|
||||||
Interest expense, net
|
5,035
|
4,924
|
||||||
Loss on investment in non-consolidated entity
|
—
|
1,252
|
||||||
Other income, net
|
(139
|
)
|
(134
|
)
|
||||
Change in fair value of interest rate derivatives
|
259
|
(829
|
)
|
|||||
Stock-based compensation and expenses
|
618
|
687
|
||||||
Transaction and acquisition expenses
|
946
|
—
|
||||||
Allocated costs attributable to discontinued operations
|
—
|
534
|
||||||
Adjusted EBITDA
|
$
|
7,168
|
$
|
9,714
|
||||
Adjustments related to the Phase I and Phase II Deployments:
|
||||||||
Depreciation and amortization of property and equipment
|
$
|
(9,018
|
)
|
$
|
(9,018
|
)
|
||
Amortization of intangible assets
|
(11
|
)
|
(14
|
)
|
||||
Income from operations
|
(3,030
|
)
|
(2,338
|
)
|
||||
Intersegment services fees earned
|
—
|
6
|
||||||
Adjusted EBITDA from non-deployment businesses
|
$
|
(4,891
|
)
|
$
|
(1,650
|
)
|
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