RLJ ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2013 and 2012

	Successor
(In thousands, except share data)	December 31,
	2013			2012
ASSETS
Cash and cash equivalents	$	7,674		$	4,739
Accounts receivable, net		20,324			24,611
Inventories, net		15,589			23,029
Investments in content, net		81,641			89,797
Prepaid expenses and other assets		2,527			1,938
Property, equipment and improvements, net		1,759			1,800
Equity investment in affiliates		25,233			25,449
Other intangible assets		19,651			23,883
Goodwill		47,066			47,382
Total assets	$	221,464		$	242,628
LIABILITIES AND EQUITY
Accounts payable and accrued liabilities	$	32,331		$	30,590
Accrued royalties and distribution fees		43,309			32,658
Deferred revenue		4,402			4,339
Debt, less debt discount		77,558			82,323
Deferred tax liability		1,814			350
Stock warrant liability		4,123			4,324
Total liabilities		163,537			154,584
Equity:
Common stock, $0.001 par value, 250 million shares authorized, 13,700,862 and 13,377,546 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively		13			13
Additional paid-in capital		86,938			86,133
Retained earnings (deficit)		(29,334	)		1,743
Accumulated other comprehensive gain		310			155
Total equity		57,927			88,044
Total liabilities and equity	$	221,464		$	242,628

See accompanying notes to consolidated financial statements.

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RLJ ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31, 2013 and For the Periods Ended December 31, 2012 and October 2, 2012

	Successor						Predecessor
(In thousands, except per share data)	Year Ended December 31, 2013			October 3, to December 31, 2012			January 1, to October 2, 2012

Revenue	$	164,830		$	59,529		$	57,830
Cost of sales		132,631			40,096			31,819
Gross profit		32,199			19,433			26,011

Selling expenses		26,830			9,096			11,149
General and administrative expenses		22,810			5,909			19,776
Depreciation and amortization		6,174			1,571			400
Total selling, general and administrative expenses		55,814			16,576			31,325
INCOME (LOSS) FROM OPERATIONS		(23,615	)		2,857			(5,314	)

Equity earnings of affiliates		3,296			695			983
Interest expense, net		(8,279	)		(2,002	)		(847	)
Other income (expense)		(278	)		852			118
Total other income (expense)		(5,261	)		(455	)		254
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		(28,876	)		2,402			(5,060	)
Provision (benefit) for income taxes		2,201			659			203
NET INCOME (LOSS)		(31,077	)		1,743			(5,263	)
Less net income attributable to noncontrolling interests		—			—			(43	)
NET INCOME (LOSS) APPLICABLE TO COMMON SHAREHOLDERS	$	(31,077	)	$	1,743		$	(5,306	)
Net income (loss) per common share:

Unrestricted common stock:
Basic and diluted	$	(2.30	)	$	0.13		$	(5.19	)
Restricted common stock:
Basic and diluted	$	(2.30	)	$	0.13		$	—

Unrestricted weighted average shares outstanding:
Basic and diluted		13,346			13,340			1,023
Restricted weighted average shares outstanding:
Basic and diluted		180			25			—

See accompanying notes to consolidated financial statements.

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RLJ ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Year Ended December 31, 2013 and For the Periods Ended December 31, 2012 and October 2, 2012

	Successor					Predecessor
(In thousands)	Year Ended December 31, 2013			October 3, to December 31, 2012		January 1, to October 2, 2012

NET INCOME (LOSS):
Net income (loss)	$	(31,077	)	$	1,743	$	(5,263	)
Other comprehensive income:
Foreign currency translation gain		155			155		308
Total comprehensive income (loss)		(30,922	)		1,898		(4,955	)
Less: comprehensive income attributable to noncontrolling interests:
Share of net income		—			—		(43	)
Share of foreign currency translation gain		—			—		(37	)
Comprehensive income attributable to noncontrolling interest		—			—		(80	)
Comprehensive income (loss) attributable to common shareholders	$	(30,922	)	$	1,898	$	(5,035	)

See accompanying notes to consolidated financial statements.

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RLJ ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF EQUITY

Year Ended December 31, 2013 and For the Periods Ended December 31, 2012 and October 2, 2012

Successor:

	Common Stock													Accumulated
(In thousands)	Shares			Par Value			Additional Paid-in Capital		Stockholder Notes Receivable		Retained Earnings (Deficit)			Other Comprehensive Gain		Total Equity

Balance at: October 3, 2012		9,994		$	10		$	50,113	$	—	$	—		$	—	$	50,123
Purchase consideration:
Image common stock		2,714			3			21,220		—		—			—		21,223
Acorn Media common stock		1,575			1			11,879		—		—			—		11,880
Sponsor common stock cancelled		(1,268	)		(1	)		1		—		—			—		—
Sponsor Warrants cancelled		—			—			713		—		—			—		713
Issuance of unregistered common stock for services		325			—			2,158		—		—			—		2,158
Issuance of restricted common stock for services		38			—			—		—		—			—		—
Stock-based compensation		—			—			49		—		—			—		49
Foreign Currency Translation		—			—			—		—		—			155		155
Net income		—			—			—		—		1,743			—		1,743
Balance at January 1, 2013		13,378			13			86,133		—		1,743			155		88,044
Issuance of restricted common stock for services		323			—			—		—		—			—		—
Stock-based compensation		—			—			805		—		—			—		805
Foreign currency translation		—			—			—		—		—			155		155
Net loss		—			—			—		—		(31,077	)		—		(31,077	)
Balance at December 31, 2013		13,701		$	13		$	86,938	$	—	$	(29,334	)	$	310	$	57,927

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RLJ ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Continued from previous page)

Year Ended December 31, 2013 and For the Periods Ended December 31, 2012 and October 2, 2012

Predecessor:

	Common Stock												Accumulated
(In thousands)	Shares		Par Value		Additional Paid-in Capital		Stockholder Notes Receivable			Retained Earnings			Other Comprehensive Gain (Loss)			Treasury Stock			Non- controlling Interests			Total Equity
Balance at January 1, 2012		1,023	$	10	$	4,451	$	(684	)	$	26,295		$	(421	)	$	(583	)	$	759		$	29,827
Options Exercised		23		—		1,285		(1,285	)		—			—			—			—			—
Stock-based compensation		—		—		499		—			—			—			—			—			499
Net income (loss)		—		—		—		—			(5,306	)		—			—			43			(5,263	)
Foreign Currency Translation		—		—		—		—			—			271			—			37			308
Stockholders’ Distributions		—		—		—		—			(4,879	)		—			—			(265	)		(5,144	)
Balance at October 2, 2012		1,046	$	10	$	6,235	$	(1,969	)	$	16,110		$	(150	)	$	(583	)	$	574		$	20,227

See accompanying notes to consolidated financial statements.

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RLJ ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2013 and For the Periods Ended December 31, 2012 and October 2, 2012

	Successor						Predecessor
(In thousands)	Year ended December 31, 2013			October 3, to December 31, 2012			January 1, to October 2, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(31,077	)	$	1,743		$	(5,263	)
Adjustments to reconcile net Income (loss) to net cash:
Equity earnings in affiliates		(3,296	)		(695	)		(983	)
Amortization of content, including impairments		75,345			21,008			14,239
Depreciation and amortization		6,174			1,571			400
Deferred tax provision		1,464			174			177
Foreign currency exchange loss (gain)		484			(201	)		(310	)
Fair value adjustment of stock warrant liability		(201	)		(622	)		—
Noncash interest expense		1,526			260			—
Stock-based compensation expense		805			49			499
Changes in assets and liabilities:
Accounts receivable, net		4,854			(7,495	)		3,104
Inventories, net		7,462			(1,124	)		(151	)
Investments in content, net		(50,239	)		(15,814	)		(19,979	)
Prepaid expenses and other assets		(258	)		505			(1,137	)
Accounts payable and accrued liabilities		(6,526	)		(10,368	)		4,148
Deferred revenue		33			1,127			—
Net cash provided by (used in) operating activities		6,550			(9,882	)		(5,256	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(1,005	)		(759	)		(505	)
Acquisition of affiliate		—			—			(21,871	)
Dividends received from affiliate		4,005			—			2,682
Acquisition of Image and Acorn Media, net of cash acquired of $3,569		—			(95,347	)		—
Net cash provided by (used in) investing activities		3,000			(96,106	)		(19,694	)

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RLJ ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued from previous page)

Year Ended December 31, 2013 and For the Periods Ended December 31, 2012 and October 2, 2012

	Successor						Predecessor
(In thousands)	Year ended December 31, 2013			October 3, to December 31, 2012			January 1, to October 2, 2012
CASH FLOWS FROM FINANCING ACTIVITIES:
Investment by RLJA		—			63,825			—
Borrowings under revolving credit facility		10,398			26,051			3,340
Repayments of borrowings under revolving credit facility		(3,000	)		(32,304	)		—
Proceeds from debt		1,414			53,944			18,000
Repayment of debt		(14,756	)		(1,000	)		(675	)
Proceeds from issuance of subordinated debt		—			—			9,511
Distributions to stockholders		—			—			(5,144	)
Net cash provided by (used in) financing activities		(5,944	)		110,516			25,032
Effect of exchange rate changes on cash		(671	)		211			(198	)
NET INCREASE (DECREASE) IN CASH:		2,935			4,739			(116	)
Cash at beginning of period		4,739			—			1,625
Cash at end of period	$	7,674		$	4,739		$	1,509
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	4,765		$	925		$	659
Income taxes	$	2,565		$	16		$	727

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Successor:

For the period ended December 31, 2013:

In connection with the acquisition of Image and Acorn Media, the Company adjusted its purchase price allocation and reduced its goodwill by $316,000. (see Note 10, Goodwill and Other Intangible Assets)

For the period ended December 31, 2012:

(In thousands)
In connection with the acquisition of Image and Acorn Media:
Issued subordinated notes payable to certain selling shareholders of Image	$	14,800
Assumed subordinated debt and obligations under Image’s and Acorn Media’s existing credit lines	$	20,813
Issued shares of our common stock and warrants as purchase consideration	$	33,377
Issued shares of our common stock and warrants as consideration to consultants and lenders	$	2,298
Warrants were cancelled by RLJA’s Sponsor	$	713
Shares of common stock were cancelled by RLJA’s Sponsor	$	—

Predecessor:

For the period ended October 2, 2012:

(In thousands)
Stock options were exercised in exchange for a shareholder note receivable		$	1,285

See accompanying notes to consolidated financial statements.

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NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business and Basis of Presentation

RLJ Entertainment, Inc. (or Successor). RLJ Entertainment, Inc. (or RLJE) is a company with a direct presence in North America, the United Kingdom and Australia and sublicense and distribution relationships covering Europe, Asia and Latin America. RLJE was incorporated in Nevada in April 2012. On October 3, 2012, we completed the business combination of RLJE, Image Entertainment, Inc. (or Image) and Acorn Media Group, Inc. (or Acorn Media), which is referred to herein as the “Business Combination.” Acorn Media includes its subsidiaries Acorn Media UK Limited (or Acorn UK), Acorn Media Australia Pty Ltd. (or RLJE Australia) and Acorn Productions Limited (or APL). In February 2012, Acorn Media acquired a 64% ownership of Agatha Christie Limited (or ACL). References to Image include its wholly-owned subsidiary Image/Madacy Home Entertainment, LLC. “We,” “our” or “us” refers to RLJE and its subsidiaries for periods following the Business Combination (as described below) and Acorn Media and its subsidiaries for periods prior to the Business Combination, unless otherwise noted. Our principal executive offices are located in Silver Spring, Maryland, with additional U.S. locations in Woodland Hills, California, and Stillwater, Minnesota, and international locations in London, England and Sydney, Australia.

We acquire content rights in various categories including, British episodic mystery and drama, urban programming, and full-length independent motion pictures. Through long-term exclusive agreements, we license rights to third-party programs. We also develop, produce, and own original programming through our wholly-owned subsidiary, APL, and our majority-owned subsidiary, ACL, in addition to fitness titles through our Acacia brand. Our owned content includes Foyle’s War made-for-TV films, multiple fitness/wellness titles, and through our 64% ownership of ACL the works of Agatha Christie. We exploit this content across multiple platforms.

We exploit our products through a multi-channel strategy encompassing (1) the licensing of original drama and mystery content managed and developed through our wholly-owned subsidiary, APL, and our majority-owned subsidiary, ACL (IP Licensing segment), as well as our fitness offerings; (2) wholesale exploitation through partners covering broadcast/cable, digital, online, and brick and mortar outlets (Wholesale segment); and (3) direct relations with consumers via proprietary e-commerce, catalog, and subscription-based SVOD channels (Direct-to-Consumer segment).

Our wholesale partners are broadcast, digital outlets and major retailers in the U.S., Canada, United Kingdom and Australia, including, among others, DirectTV, Showtime, BET, PBS, Netflix, Amazon, Hulu, Walmart, Target, Costco, Barnes & Noble, HMV and iTunes.

Our Direct-to-Consumer segment includes the sale of video content and complementary merchandise directly to consumers through proprietary e-commerce websites, and catalogs and the continued roll-out of our proprietary subscription-based SVOD channels, such as Acorn TV. We also plan to develop other audience based premium SVOD channels beginning with Acacia TV, which was launched in January 2014, and another SVOD channel focused on urban content that we plan to launch in 2014.

RLJE’s management views the operations of the company based on these three distinctive reporting segments: (1) Intellectual Property (or IP) Licensing; (2) Wholesale; and (3) Direct-to-Consumer. Operations and net assets that are not associated with any of these stated segments are reported as “Corporate” when disclosing and discussing segment information. The IP Licensing segment includes intellectual property rights that we own or create and then sublicense for exploitation worldwide. Our Wholesale and Direct-to-Consumer segments consist of the acquisition, content enhancement and worldwide exploitation of exclusive content in various formats, including broadcast (including cable and satellite), DVD, Blu-ray, digital, video-on-demand (or VOD), SVOD, downloading and sublicensing. The Wholesale segment exploits content through third party vendors such as DirectTV, Showtime, BET, Netflix, Amazon, Walmart, Best Buy, Target and Costco, while the Direct-to-Consumer segment exploits the same content and complementary merchandise directly to consumers through our proprietary e-commerce websites, mail-order catalogs and digitally streaming channels.

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Acorn Media Group, Inc. (or Predecessor). Acorn Media was formed as a corporation in the District of Columbia in 1984 and elected in 1989 to be treated as an S corporation. Acorn Media is a marketer and distributor of niche content, through physical, digital and broadcast platforms, and complementary products, selling through both third-party (wholesale) and proprietary direct-to-consumer channels. Acorn Media acquires exclusive home video, digital and broadcast rights from third parties, usually for a period of seven years, for a diverse array of British television and other specialty programming. In February 2012, Acorn Media acquired a 64% ownership in ACL.

Basis of Presentation

The accompanying audited consolidated financial statements and related footnotes have been prepared in accordance with accounting principles generally accepted in the United States (or U.S. GAAP) and with the Securities and Exchange Commission’s (or SEC) instructions for the Form 10-K. The preparation of financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts within our consolidated financial statements. Although we believe that these estimates to be reasonably accurate, actual amounts may differ. Certain amounts reported previously in our consolidated financial statements have been reclassified to be comparable with the classifications used for our 2013 consolidated financial statements.

We are presenting an unclassified balance sheet as allowed by U.S. GAAP for the entertainment industry at December 31, 2013, and as presented in our 2012 Form 10-K. We believe that an unclassified balance sheet presentation is preferable due to the U.S. GAAP requirement to disclose certain investments in content as noncurrent even though these noncurrent, classified investments will be largely realized within in the next 12 months as they will generate a significant portion of their revenues during this time period. Due to this requirement, we believe presenting a classified balance sheet would be misleading to the readers of our financial statements as it would in our opinion overstate our working capital deficit.

Business Combination

On October 3, 2012, the Business Combination of RLJE, Image and Acorn Media was completed. Prior to the closing of the Business Combination, RLJE was a wholly-owned subsidiary of RLJ Acquisition, Inc. (or RLJA), a special acquisition company. As such, RLJE and RLJA had no meaningful operating activities prior to the closing of the Business Combination.

For financial reporting purposes, RLJE is the acquirer of Image and Acorn Media. Acorn Media was determined to be the Predecessor based primarily on its significantly higher purchase price relative to Image. The Business Combination was accounted for in accordance with U.S. GAAP and accordingly, the assets and liabilities were recorded using fair value at October 3, 2012. The financial statements for the year ended 2012 are presented for two periods, the period prior to the Business Combination (“Predecessor”) and the period subsequent to the Business Combination (“Successor”). The Predecessor financial statements for the period ended October 2, 2012, are not comparable with the Successor periods as a result of the acquisition accounting.

The “Predecessor” period (pre-October 3, 2012) comprises the activities of Acorn Media. The “Successor” period (post-October 3, 2012) comprises the activities of RLJE, Image and Acorn Media.

Principles of Consolidation

The operations of ACL are entirely managed by RLJE, subject to oversight by ACL’s Board of Directors. The investment in ACL is accounted for using the equity method of accounting given the voting control of the Board of Directors by the minority shareholder. We have included our share of ACL’s operating results, using the equity method of accounting, in our consolidated financial statements beginning from when Acorn Media acquired its 64% ownership interest in ACL (February 29, 2012).

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Our consolidated financial statements include the accounts of all majority-owned subsidiary companies, except for ACL. Investment in ACL is carried as a separate asset on the Consolidated Balance Sheet at cost adjusted for equity in undistributed earnings. Except for dividends and changes in ownership interest, changes in equity in undistributed earnings of ACL are included in “Other income (expense)” in the Consolidated Statements of Operations. All intercompany transactions and balances have been eliminated.

Liquidity

For the year ended December 31, 2013, we generated a net increase in cash of $6.6 million resulting from our operating activities. Despite incurring a net loss of $31.1 million during 2013, we generated a net increase in cash of $2.9 million in 2013. We also realized favorable cash flow from a reduction in our trade receivables (re-paid advance of $9.0 million at December 31, 2012, Note 6, Accounts Receivable) and inventories ($7.4 million, Note 7, Inventories) offset by payments to our vendors. During 2013, cash flow generated from operations was used to make principal payments on our term debt.

We believe our reduced liquidity will be positively impacted by:

The full realization of approximately $8.0 million in synergy changes that will be realized in 2014 (unaudited);

Improving gross margin by re-investing $15.0 million of capital into higher yielding content beginning in 2014 and continuing in 2015 (unaudited); and

Revenue expansion and continued positive Adjusted EBITDA results from operating improvements (unaudited).

In our second amendment to our Credit Facility dated November 6, 2013, have agreed to use a portion of our projected 2014 cash flow to make accelerated principal payments to our lenders to reduce our leverage. As a result of this agreement, $12.25 million of additional incremental payments are due during 2014. We are forecasting that the incremental principal reduction will be paid from our 2014 free cash flows. We believe that our current financial position combined with our forecasted operational results will be sufficient to meet our commitments. Additionally, we expect to curtail our spending on new content investments in 2014 and in 2015, to make principal payments. This curtailment is not expected to have an immediate adverse effect on the results of operations. However, curtailing content investment over a sustained period could have a material adverse effect on future operating results and cash flows.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. The significant areas requiring the use of management estimates are related to provisions for lower-of-cost or market inventory write-downs, accounts receivable allowances and provision for doubtful accounts and sales returns reserves, valuation of deferred taxes, valuation of warrants, and ultimate projected revenues of our film library, which impact amortization of investments in content and related impairment assessments. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ materially from those estimates.

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Revenues and Receivables

Revenue Recognition

Revenue is recognized upon meeting the recognition requirements of the Financial Accounting Standards Board Accounting Standards Codification (or ASC) 926, Entertainment—Films (or ASC 926) and ASC 605, Revenue Recognition. We generate our revenue primarily from the exploitation of acquired or produced content rights through multiplatform distribution channels. The content is monetized in DVD format to wholesale, licensed to broadcast and cable, video-on-demand, direct-to-consumer, catalogs, subscription streaming video and licensed to digital platforms like Amazon and Netflix. Revenue is presented net of sales returns, rebates, unit price adjustments, sales return reserve, sales discounts and market development funds.

Revenues from home video exploitation are recognized net of an allowance for estimated returns, as well as related costs, in the period in which the product is available for sale by our customers (at the point that title and risk of loss transfer to the customer, which is generally upon receipt by the customer and in the case of new releases, after “street date” restrictions lapse). Rental revenues under revenue sharing arrangements are recognized when we are entitled to receipts and such receipts are determinable. Revenues from domestic and international broadcast licensing and home video sublicensing, as well as associated costs, are recognized when the programming is available to the licensee and other ASC 605 recognition requirements are met. Fees received in advance of availability, usually in the case of advances received from international home video sub-licensees and for broadcast programming, are deferred until earned and all revenue recognition requirements have been satisfied. Provisions for sales returns and uncollectible accounts receivable are provided at the time of sale.

Allowances for Sales Returns and Doubtful Accounts Receivable

For each reporting period, we evaluate product sales and accounts receivable to estimate their effect on revenues due to product returns, sales allowances and other credits given, and delinquent accounts. Our estimates of product sales that will be returned and the amount of receivables that will ultimately be collected require the exercise of judgment and affect reported revenues and net earnings. In determining the estimate of product sales that will be returned, we analyze historical returns (quantity of returns and time to receive returned product), historical pricing and other credit memo data, current economic trends, and changes in customer demand and acceptance of our products, including reorder activity. Based on this information, we reserve a percentage of each dollar of product sales where the customer has the right to return such product and receive a credit memo. Actual returns could be different from our estimates and current provisions for sales returns and allowances, resulting in future charges to earnings. Estimates of future sales returns and other credits are subject to substantial uncertainty. Factors that could negatively impact actual returns include retailer financial difficulties, the perception of comparatively poor retail performance in one or several retailer locations, limited retail shelf space at various times of the year, inadequate advertising or promotions, retail prices being too high for the perceived quality of the content or other comparable content, the near-term release of similar titles, and poor responses to package designs. Underestimation of product sales returns and other credits would result in an overstatement of current revenues and lower revenues in future periods. Conversely, overestimation of product sales returns would result in an understatement of current revenues and higher revenues in future periods.

Similarly, we evaluate accounts receivable to determine if they will ultimately be collected. In performing this evaluation, significant judgments and estimates are involved, including an analysis of specific risks on a customer-by-customer basis for our larger customers and an analysis of the length of time receivables have been past due. Based on this information, we reserve an amount that we believe to be doubtful of collection. If the financial condition of our customers were to deteriorate or if economic conditions were to worsen, additional allowances might be required in the future. Underestimation of this allowance would cause accounts receivable to be overstated and current period expenses to be understated. Overestimation of this allowance would cause accounts receivable to be understated and current period expenses to be overstated.

Allowances Received From Vendors

In accordance with ASC 605-50, Revenue Recognition—Customer Payments and Incentives, we classify consideration received as a reduction in cost of sales in the accompanying statements of operations unless the consideration represents reimbursement of a specific, identifiable cost incurred by us in selling the vendor’s product.

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Shipping Income and Expenses

In accordance with ASC 605-45, Revenue Recognition—Principal Agent Considerations, we classify amounts billed to customers for shipping fees as revenues, and classify costs related to shipping as cost of sales in the accompanying consolidated statements of operations.

Market Development Funds

In accordance with ASC 605-50, Revenue Recognition—Customer Payment and Incentives, market development funds, including funds for specific product positioning, taken as a deduction from payment for purchases by customers are classified by us as a reduction to revenues.

Investments in Content

Investments in content include the unamortized costs of completed films and television programs that were acquired or produced. Within the carrying balance of investments in content are development and production costs for films and television programs which are acquired or produced.

Acquired Distribution Rights and Produced Content

Royalty and Distribution Fee Advances – Royalty and distribution fee advances represent fixed minimum payments made to program suppliers for exclusive content distribution rights. A program supplier’s share of exclusive program distribution revenues is retained by us until the share equals the advance(s) paid to the program supplier plus recoupable costs. Thereafter, any excess is paid to the program supplier. In the event of an excess, we also record, as a cost of sales, an amount equal to the program supplier’s share of the net distribution revenues.

Original Production Costs – For films and television programs produced by RLJE, capitalized costs include all direct production and financing costs, and production overhead. Capitalized costs also include financing costs incurred while in production, if any.

Unamortized content investments are charged to cost of sales as revenues are earned. These un-recouped investments are amortized to expense in the same ratio that current period revenue for a title or group of titles bears to the estimated remaining unrecognized ultimate revenue for that title.

Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release, or for episodic television series a period not to exceed 10 years from the date of delivery of the first episode or, if still in production, five years from the date of delivery of the most recent episode, if later.

Investments in content are stated at the lower of amortized cost or estimated fair value. The valuation of investments in content is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value of a film or television program is less than its unamortized cost. Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the film or television program. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films and television programs may be required as a consequence of changes in management’s future revenue estimates.

Content programs in progress include the accumulated costs of productions, which have not yet been completed, and advances on content not yet received from program suppliers. We begin to amortize these investments once the content has been released.

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Production Development Costs

The costs to produce licensed content for domestic and international exploitation include the cost of converting film prints or tapes into the optical disc format. Depending on the platform for which the content is being exploited, costs may include menu design, authoring, compression, subtitling, closed captioning, service charges related to disc manufacturing, ancillary material production, product packaging design and related services, and the overhead of our creative services and production departments. These costs are capitalized as incurred. A percentage of the capitalized production costs are amortized to expense based upon: (i) a projected revenue stream resulting from distribution of new and previously released content related to such production costs; and (ii) management’s estimate of the ultimate net realizable value of the production costs. Estimates of future revenues are reviewed periodically and amortization of production costs is adjusted accordingly. If estimated future revenues are not sufficient to recover the unamortized balance of production costs, such costs are reduced to their estimated fair value.

Inventories

For each reporting period, we review the value of inventories on hand to estimate the recoverability through future sales. Values in excess of anticipated future sales are booked as obsolescence reserve. Inventories consist primarily of packaged goods for sale, which are stated at the lower-of-cost or market, as well as componentry. In 2013, we consolidated the inventory methodologies to an average-cost basis. Up until January 1, 2013, Acorn Media determined inventory costs on a first-in first-out basis and Image determined inventory costs on an average cost basis. The effect of this change was not material.

Goodwill and Other Intangible Assets

The Business Combination was accounted for in accordance with ASC 805, Business Combinations (or ASC 805) and accordingly, the acquisition method of accounting was applied, whereby, the purchase consideration paid to acquire a business is allocated to the assets acquired and liabilities assumed based on their estimated fair value. The excess of the purchase price over estimated fair value of the net identifiable assets acquired is allocated to goodwill. Determining the fair value of assets and liabilities requires various assumptions and estimates. These estimates and assumptions are refined with adjustments recorded to goodwill as information is gathered and final appraisals are completed over a period not to exceed one year from the date of acquisition. In accordance with ASC 805, we had up to one year to finalize the valuations and accounting for the Business Combination that took place in 2012. Our valuation of the Business Combination was completed as of September 30, 2013. When finalizing our purchase price allocation we adjusted goodwill by $316,000 (see Note 10, Goodwill and Other Intangible Assets).

Goodwill

Goodwill represents the excess of acquisition costs over the tangible and identifiable intangible assets acquired and liabilities assumed in a business acquisition. Goodwill is recorded at our reporting units, which are consolidated into our reporting segments. Goodwill is not amortized but is reviewed for impairment annually on October 1^st of each year or between the annual tests if an event occurs or circumstances change that indicate it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. The impairment test follows a two-step approach. The first step determines if the goodwill is potentially impaired, and the second step measures the amount of the impairment loss, if necessary. Under the first step, goodwill is considered potentially impaired if the fair value of the reporting unit is less than the reporting unit’s carry amount, including goodwill. Under the second step, the impairment loss is then measured as the excess of recorded goodwill over the fair value of the goodwill, as calculated. Determining the fair value requires various assumptions and estimates, which include consideration of the future projected operating results and cash flows. Such projections could be different than actual results. Should actual results be significantly less than estimates, the value of our goodwill could be impaired in future periods.

Goodwill was tested for impairment for the periods presented and no impairments were recognized.

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Other Intangible Assets

Other intangible assets are reported at their estimated fair value when acquired less accumulated amortization. The majority of our intangible assets were recognized as a result of the Business Combination. As such, the fair values of our intangibles were recorded in 2012 when applying purchase accounting. Additions since the 2012 Business Combination are limited to website expenditures. Similar to how we account for internal-use software development, costs incurred to develop and implement our websites are capitalized in accordance with ASC 350-50, Website Development Costs. Website operating costs are expensed as incurred. Costs incurred for upgrades and enhancements that provide additional functionality are capitalized.

Amortization expense on our other intangible assets is generally computed by applying the straight-line method over the estimated useful lives of trade names (15 years), website (3 years), supplier contracts (7 years), customer relationships (five years), options on future content (7 years) and leases (2 years). The recorded value of our customer relationships is amortized on an accelerated basis over five years, with approximately 60% being amortized over the first two years (through 2014), 20% during the third year and the balance ratably over the remaining useful life. The recorded value of our options on future content is amortized based on forecasted future revenues, whereby approximately 50% is being amortized over the first two years, 25% during the third year and the balance in decreasing amounts over the remaining four years.

Additional amortization expense is provided on an accelerated basis when the useful life of an intangible asset is determined to be less than originally expected. Other intangible assets are reviewed for impairment when an event or circumstance indicates the fair value is lower than the current carrying value.

For all periods presented, we did not recognize any impairments on our other intangible assets.

Warrant Liability

We have warrants outstanding to purchase 21,041,667 shares of our common stock, which are recorded at fair value on the consolidated balance sheets at December 31, 2013 and 2012 (see Note 12, Stock Warrants). All of the warrants contain a provision whereby the exercise price will be reduced if RLJE reorganized as a private company. Because of this provision, all warrants are being accounted for as a derivative liability in accordance with ASC 815-40, Contracts in Entity’s Own Equity. The changes in the fair value of the warrants are recorded as a component of other income (expense).

Income Taxes

We account for income taxes pursuant to the provisions of ASC 740, Income Taxes (or ASC 740), whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and the future tax benefits derived from operating loss and tax credit carryforwards. We provide a valuation allowance on our deferred tax assets when it is more likely than not that such deferred tax assets will not be realized. We have a valuation allowance against 100% of our net deferred tax assets at December 31, 2013 and 2012.

ASC 740, requires that we recognize in the consolidated financial statements the effect of a tax position that is more likely than not to be sustained upon examination based on the technical merits of the position. The first step is to determine whether or not a tax benefit should be recognized. A tax benefit will be recognized if the weight of available evidence indicates that the tax position is more likely than not to be sustained upon examination by the relevant tax authorities. The recognition and measurement of benefits related to our tax positions requires significant judgment as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. Differences between actual results and our assumptions, or changes in our assumptions in future periods, are recorded in the period they become known. For tax liabilities, we recognize accrued interest related to uncertain tax positions as a component of income tax expense, and penalties, if incurred, are recognized as a component of operating expense.

Acorn UK, APL, and RLJE Australia are subject to income taxes in their respective countries. We include our foreign subsidiaries in our U.S. Federal or state income tax returns. The income tax payments they make give rise to foreign tax credits that we may use to offset taxable income in the United States.

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The Predecessor had elected to be a Subchapter S Corporation (“S corporation”) under the Internal Revenue Code. In lieu of corporate income taxes, the stockholders of the S corporation were taxed on their proportionate share of the Predecessor’s taxable income. Therefore, no provision for U.S. federal or state income taxes was included for period ended as of or prior to October 2, 2012.

Foreign Currency Translation

The consolidated financial statements are presented in our company’s functional and reporting currency, which is the U.S. dollar. For the foreign subsidiaries whose functional currency is other than the U.S. dollar (the British Pound for Acorn UK and APL; and Australian Dollar for RLJE Australia), balance sheet accounts, other than equity accounts, are translated into U.S. dollars at exchange rates in effect at the end of the period and income statement accounts are translated at average monthly exchange rates. Equity accounts are translated at historical rates. Translation gains and losses are included as a separate component of equity. Gains and losses from foreign currency denominated transactions are included in the statement of operations as a component of other income (expense).

Fair Value of Financial Instruments

The carrying amount of our financial instruments, which principally include cash, trade receivables, accounts payable and accrued expenses, approximates fair value due to the relatively short maturity of such instruments. The carrying amount of our debt and notes payable approximates fair value as the debt bears market interest rates of interest. Our estimate of fair value is based on the quoted interest rates or similar issuances or on the current rates offered to us for debt of the same remaining maturities. We consider this assessment of fair value to be a Level 3 assessment.

ASC 820, Fair Value Measurements and Disclosures (or ASC 820), defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our recurring fair value measurements of financial assets and liabilities and our nonrecurring fair value measurements of assets and liabilities are disclosed in Note 13, Fair Value Measurements.

Concentrations of Credit Risk

Financial instruments which potentially subject RLJE to concentrations of credit risk consist primarily of deposit accounts and trade accounts receivable. RLJE maintains bank accounts at financial institutions, which at times may exceed amounts insured by the Federal Deposit Insurance Corporation (or FDIC) and Securities Investor Protection Corporation (or SIPC). We place our cash with several financial institutions which are reputable and therefore bear minimal credit risk. RLJE has never experienced any losses related to these balances.

With respect to trade receivables, we perform ongoing credit evaluations of our customers’ financial conditions and limit the amount of credit extended when deemed necessary but generally require no collateral.

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Property, Equipment and Improvements

Property, equipment and improvements are stated at cost less accumulated depreciation and amortization. Major renewals and improvements are capitalized; minor replacements, maintenance and repairs are charged to current operations. Internal-use software development costs are capitalized if the costs were incurred while in the application development stage, or they were for upgrades and enhancements that provide additional functionality. Training and data-conversion costs are expensed as incurred. We cease capitalizing software costs and start depreciating the software once the project is substantially complete and ready for its intended use.

Depreciation and amortization are computed by applying the straight-line method over the estimated useful lives of the furniture, fixtures and equipment (3-7 years), and software (3 years). Leasehold improvements are amortized over the shorter of the useful life (10 years) of the improvement or the life of the related leases.

Impairment of Long-Lived Assets

We review the impairment of long-lived and specific, definite-lived, identifiable intangible assets whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. An impairment loss of the excess of the carrying value over fair value would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. We have no intangible assets with indefinite useful lives.

Equity Method Investments

We use the equity method of accounting for investments in companies in which we do not have voting control but where we do have the ability to exert significant influence over operating decisions of the companies. Our equity method investees are periodically reviewed to determine whether there has been a loss in value that is other than a temporary decline.

Debt Discounts

The difference between the principal amount of our debt and the amount recorded as the liability represents a debt discount. The carrying amount of the liability is accreted up to the principal amount through the amortization of the discount, using the effective interest method, to interest expense over the expected life of the debt.

Advertising Costs

Our advertising expense consists of expenditures related to advertising in trade and consumer publications, product brochures and catalogs, booklets for sales promotion, radio advertising and other promotional costs. In accordance with ASC 720-35, Other Expenses—Advertising Costs, and ASC 340-20, Other Assets and Deferred Costs—Capitalized Advertising Costs, we expense advertising costs in the period in which the advertisement first takes place. Product brochures and catalogs and various other promotional costs are capitalized and amortized over the expected period of future benefit, but generally not exceeding six months. Advertising and promotion expense are included as a component of selling expenses. For the periods ended December 31, 2013 and 2012 (Successor), advertising expense was $3.4 million and $890,000, respectively. For the period of January 1, 2012 through October 2, 2012 (Predecessor), advertising expense was $464,000.

Stock Options and Restricted Stock Awards

ASC 718, Compensation—Stock Compensation (or ASC 718), establishes standards with respect to the accounting for transactions in which an entity exchanges its equity instruments for goods or services, or incurs liabilities in exchange for goods or services, that are based on the fair value of the entity’s equity instruments, focusing primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. ASC 718 requires entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions) and recognize the cost over the period during which an employee is required to provide service in exchange for the award. Expense recognized is reduced by estimated forfeitures.

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Earnings/Loss per Share

Basic earnings/loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share are computed using the combination of dilutive common share equivalents and the weighted-average shares outstanding during the period. For the periods reporting a net loss, diluted loss per share is equivalent to basic loss per share, as inclusion of common share equivalents would be anti-dilutive. We present our earnings/loss per share separately for our restricted and unrestricted common stock using the two-class method per ASC 260, Earnings Per Share. Our unvested restricted shares of common stock are presented separately as they participate in nonforfeitable dividends prior to vesting.

Recently Issued Accounting Standards

In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740) — Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This ASU requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss carryforward, or similar tax loss or tax credit carryforward, rather than a liability when (1) the uncertain tax position would reduce the net operating loss or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose. The ASU does not require new recurring disclosures. ASU No. 2013-11 is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this new guidance is not expected to have a material impact on the Company’s consolidated financial statements.

NOTE 3. SEGMENT INFORMATION

In accordance with the requirements of the Accounting Standards Codification (the ASC) 280 “Segment Reporting,” selected financial information regarding our reportable business segments, Intellectual Property (or IP) Licensing, Wholesale, and Direct-to-Consumer, are presented below. Our reportable segments are determined based on the distinct nature of their operations, and each segment is a strategic business unit that is managed separately and either exploits our content over a different customer base or acquires content differently. Our IP Licensing segment includes intellectual property (or content) owned or created by us, other than certain fitness related content, that is licensed for exploitation worldwide. The IP Licensing segment includes our investment in ACL. Our Wholesale segment consists of the acquisition, content enhancement and worldwide exploitation of exclusive content in various formats, including DVD, Blu-ray, digital, broadcast (including cable and satellite), VOD, streaming video, downloading and sublicensing. Our Direct-to-Consumer segment consists of our mail-order catalog and e-commerce businesses and our proprietary digital streaming channels.

Management currently evaluates segment performance based primarily on revenue, and operating income (loss), including earnings from ACL. Operating costs and expenses allocated below to Corporate include only those expenses incurred by us at the parent corporate level, which are not allocated to our reporting segments, and transaction costs incurred in connection with the Business Combination and ACL. Interest expense, other income (expense) and provision for income tax are evaluated by management on a consolidated basis and are not allocated to our reportable segments.

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The following tables summarize the segment contribution for the year ended December 31, 2013 and for the period of October 3, 2012 to December 31, 2012:

	Successor
(In thousands)	Year Ended December 31, 2013
	IP Licensing			Wholesale			Direct-to-Consumer			Corporate			Total

Revenue	$	8,019		$	115,397		$	41,414		$	—		$	164,830
Operating costs and expenses		(7,967	)		(124,710	)		(44,762	)		(4,832	)		(182,271	)
Depreciation and amortization		(89	)		(3,115	)		(2,931	)		(39	)		(6,174	)
Share in ACL earnings		3,296			—			—			—			3,296
Segment contribution	$	3,259		$	(12,428	)	$	(6,279	)	$	(4,871	)	$	(20,319	)

	Successor
(In thousands)	October 3, 2012 to December 31, 2012
	IP Licensing			Wholesale			Direct-to-Consumer			Corporate			Total

Revenue	$	—		$	41,507		$	18,022		$	—		$	59,529
Operating costs and expenses		(47	)		(37,100	)		(17,613	)		(340	)		(55,101	)
Depreciation and amortization		(31	)		(1,508	)		(23	)		(10	)		(1,571	)
Share in ACL earnings		695			—			—			—			695
Segment contribution	$	617		$	2,899		$	386		$	(350	)	$	3,552

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Operating costs and expenses exclude costs related to the depreciation and amortization which is separately presented in the tables above. During the year ended December 31, 2013, the Wholesale segment’s operating cost and expenses include non-cash impairments related to investments in content and inventories totaling $12.9 million. These impairment charges are explained in Note 7, Inventories and Note 9, Investments in Content.

The following table summarizes the segment contribution for the period of January 1, 2012 to October 2, 2012:

	Predecessor
(In thousands)	January 1, 2012 to October 2, 2012
	IP Licensing			Wholesale			Direct-to-Consumer			Corporate			Total

Revenue	$	—		$	36,356		$	21,474		$	—		$	57,830
Operating costs and expenses		(501	)		(28,534	)		(23,529	)		(10,180	)		(62,743	)
Depreciation and amortization		(8	)		(383	)		(6	)		(3	)		(401	)
Share in ACL earnings		983			—			—			—			983
Segment contribution	$	474		$	7,439		$	(2,061	)	$	(10,183	)	$	(4,331	)

A reconciliation of total segment contribution to income (loss) before provision for income taxes is as follows:

	Successor						Predecessor
(In thousands)	Year Ended December 31,			October 3, to December 31,			January 1, to October 2,
	2013			2012			2012

Total segment contribution	$	(20,319	)	$	3,552		$	(4,331	)
Interest expense		(8,279	)		(2,002	)		(847	)
Other income (expenses)		(278	)		852			118
Income (loss) before provision for income taxes	$	(28,876	)	$	2,402		$	(5,060	)

Total net revenues by geographical location are as follows:

	Successor				Predecessor
(In thousands)	Year Ended December 31,		October 3, to December 31,		January 1, to October 2,
	2013		2012		2012

United States	$	131,546	$	52,725	$	45,214
United Kingdom		26,733		5,960		10,989
Other		6,551		844		1,627
Total net revenues	$	164,830	$	59,529	$	57,830

Net revenues are attributed to geographical locations based on where our customers reside.

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Total assets for each segment primarily include accounts receivable, inventory, and investments in content. The Corporate segment primarily includes assets not fully allocated to a segment including consolidated cash accounts, certain prepaid assets and fixed assets used across all segments.

Total assets by segment are as follows:

	Successor
(In thousands)	December 31,
	2013		2012

IP Licensing	$	36,127	$	34,736
Wholesale		162,162		179,787
Direct-to-Consumer		15,964		24,897
Corporate		7,211		3,208
Total assets	$	221,464	$	242,628

Long-lived assets by geographical location are as follows:

	Successor
(In thousands)	December 31,
	2013		2012

United States	$	128,454	$	144,153
United Kingdom		45,310		41,900
Other		1,586		2,258
Total long-lived assets	$	175,350	$	188,311

Long-lived assets include goodwill; other intangibles assets; equity investment in ACL; property, equipment and improvements; and investments in content.

Major Customers

Amazon and Entertainment One Films Canada Inc. accounted for approximately 13.6% and 10.3%, respectively, of our net revenues for the period ended December 31, 2013. We do not have any other customers which accounted for more than 10.0% of our net revenues for the period ended December 31, 2013. Our top five customers accounted for approximately 42.1% of our net revenues for the period ended December 31, 2013 which includes Amazon and Entertainment One Films of Canada. At December 31, 2013, SPHE and Netflix accounted for approximately 43.8% and 17.3%, respectively, of our gross accounts receivables.

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NOTE 4. BUSINESS COMBINATION

On October 3, 2012, pursuant to an agreement and plan of merger and a preferred stock purchase agreement, as amended, RLJE acquired all of the outstanding common and preferred stock of Image. RLJE’s acquisition of Image is referred to as the “Image Merger.” The aggregate purchase price paid by RLJE to consummate the Image Merger was as follows:

			Per Share
(In thousands, except per share data)	Shares		Fair Value		Amount
Paid to common stockholders:
RLJE registered common stock		2,139	$	8.20	$	17,543
Paid to preferred stockholders:
Cash		n/a		n/a		2,800
Unsecured subordinated promissory notes		n/a		n/a		14,800
RLJE unregistered common stock		575	$	6.40		3,680
RLJE unregistered warrants		150	$	0.08		12
						38,835
Assumed line of credit						7,554
Total consideration paid					$	46,389

We used the closing market price of our common stock as of October 3, 2012, to determine the fair value of our common stock. The fair value of our unregistered shares of common stock was determined by taking the fair value of a registered share and discounting that value by 22.0%. This discount is due to the required holding period for unregistered shares, determined using the estimated fair value of a protective put relative to the fair value of our common stock.

Concurrently with the Image Merger, and pursuant to a stock purchase agreement, as amended, RLJE acquired all of the outstanding common stock of Acorn Media. RLJE’s acquisition of Acorn Media is referred to as the “Acorn Merger.” The aggregate purchase price paid by RLJE to consummate the Acorn Merger was as follows:

			Per Share
(In thousands, except per share data)	Shares		Fair Value		Amount
Cash		n/a		n/a	$	96,116
RLJE registered common stock		1,000	$	8.20		8,200
RLJE unregistered common stock		575	$	6.40		3,680
RLJE registered warrants		1,000	$	0.25		250
RLJE unregistered warrants		150	$	0.08		12
						108,258
Assumed line of credit and subordinated debt						13,259
Total consideration paid					$	121,517

Of the cash paid to the selling shareholders of Acorn Media, $8 million was placed into escrow, $3 million for potential working capital adjustments and $5 million for potential indemnity claims. The working capital adjustment resulted in approximately $2.6 million reverting to the selling shareholders of Acorn and $400,000 being remitted in 2013 to RLJE. The escrow amount related to potential indemnity claims will be held for 18 months following the closing date of the Acorn Merger before being released. Amounts held in escrow are not recorded on our balance sheet.

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The cash needed to consummate the above mergers was provided from cash reserves and bank borrowings as disclosed in Note 11, Debt. A summary of RLJE sources of cash for the purchase of Image and Acorn is as follows:

(In thousands)
Sources of cash:
RLJA beginning cash	$	143,249
RLJA redemptions		(79,424	)
Adjusted beginning cash		63,825
Senior term loan borrowings, net of loan origination fees and costs of $2,665		52,335
Credit facility borrowings		4,473
Total sources of cash	$	120,633

Uses of cash:
Purchase consideration paid (before considering cash acquired)	$	98,916
Payoff of lines of credit assumed		13,804
Transaction costs incurred		7,913
Total uses of cash	$	120,633

A summary of the transaction costs incurred and paid for by RLJE is as follows:

(In thousands)
	RLJE/RLJA		Image		Total
Investment banker fees	$	4,548	$	400	$	4,948
Legal fees		900		1,236		2,136
Other		582		247		829
	$	6,030	$	1,883	$	7,913

Of the transaction costs incurred, investment banking fees of $3.6 million were accrued by RLJA prior to 2012. The other transaction costs of $829,000 primarily consist of diligence costs, insurance expenses, and travel and lodging costs incurred in connection with the Business Combination. These transaction costs, totaling $7.9 million, were excluded from the financial results as only costs incurred by Acorn Media (or Predecessor) are included in the 2012 Predecessor period. The RLJE/RLJA financial statements for the periods prior to October 3, 2012, are not presented as there was minimal activity in those periods, except for transaction-related and start-up costs, which amounted to approximately $1.0 million in addition to the costs disclosed above.

RLJE also incurred certain transaction costs that were settled in shares of our common stock and warrants to acquire shares of our common stock. For further discussion regarding the warrants and common stock issued refer to Note 12, Stock Warrants and Note 15, Stock Based Compensation.

Acorn Media expensed $10.2 million in transaction costs in the 2012 Predecessor period, consisting primarily of investment banking fees ($2.7 million), retention (stay) bonuses paid to Acorn Media’s employees ($4.7 million), and legal costs incurred in connection with the Business Combination and the purchase of the 64% interest in ACL.

The Image and Acorn Mergers have been accounted for as business acquisitions in accordance with ASC 805. The purchase price allocation was based upon a valuation using the acquisition method of accounting. Under the acquisition method of accounting, the total purchase price was allocated to the net tangible and intangible assets acquired, based on their estimated fair values.

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The total purchase consideration was allocated as follows:

(In thousands)	Image			Acorn			Total

Cash	$	2,060		$	1,509		$	3,569
Accounts receivable and inventories		18,694			20,346			39,040
Investments in content		37,604			52,638			90,242
Investment in ACL		—			24,571			24,571
Deferred tax assets, net		10,746			835			11,581
Deferred tax valuation allowance		(10,746	)		(1,012	)		(11,758	)
Identifiable intangible assets		4,930			20,819			25,749
Goodwill		26,854			20,212			47,066
Other assets		2,060			2,974			5,034
Total assets acquired		92,202			142,892			235,094
Liabilities assumed, excluding lines of credit and other debt assumed		(45,813	)		(21,375	)		(67,188	)
Net assets acquired	$	46,389		$	121,517		$	167,906

Goodwill represents the excess of the purchase consideration paid over the estimated fair value of net tangible and identifiable intangible assets acquired. Our allocation of the purchase consideration was finalized as of September 30, 2013. A summary of the final purchase price allocation and adjustments to goodwill is as follows:

(In thousands)

Goodwill as reported at October 3, 2012 and December 31, 2012	$	47,382

Adjustments:
Cash received from escrow		(389	)
Increase in the fair value of investments in content and options to acquire future content		(226	)
Valuation adjustment for tax liabilities		259
Valuation of registration right obligation		40
Total adjustments		(316	)
Goodwill at September 30, 2013	$	47,066

Of the goodwill recognized, approximately $19.3 million will be amortized over 15 years for tax purposes giving rise to a future tax deduction.

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Identifiable intangible assets from the Business Combination consist of the following:

(In thousands)	Image		Acorn		Total		Useful Life (Years)			Amortization Method

Trade names	$	3,140	$	7,810	$	10,950		15		Straight-line
Options for future content		—		900		900		7		Accelerated basis
Customer relationships		—		9,290		9,290		5		Accelerated basis
Websites		—		2,489		2,489		3		Straight-line
Supplier contracts		1,390		330		1,720		7	⁽¹⁾	Straight-line
Leases		400		—		400		2		Straight-line
	$	4,930	$	20,819	$	25,749

⁽¹⁾

A weighted average number of years is being disclosed

When arriving at the above amortization methods and useful lives, we considered the pattern of economic benefit to be derived from the acquired intangible assets. A summary of the Successor’s amortization for the periods presented for each type of intangible asset is provided in Note 10, Goodwill and Other Intangible Assets.

For tax purposes, we and the selling shareholders of Acorn Media have elected to treat the Acorn Merger as an asset acquisition, and therefore the acquired intangible assets of Acorn Media will be amortized for tax purposes generally over 15 years, except for the website costs which are amortized for tax purposes generally over three years.

The following unaudited pro forma financial information reflects the operating results of RLJE as if Image and Acorn Media were acquired as of January 1, 2012. The unaudited pro forma financial information does not include adjustments for transaction costs incurred and other one-time expenses, nor does it include adjustments for synergies. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of January 1, 2012, or of RLJE’s future operating results.

(In thousands, except per share data)
	Year Ended December 31, 2012
Net revenues	$	181,044
Net loss	$	(20,679	)
Net loss per share:
Unrestricted common stock – basic and diluted	$	(1.55	)
Restricted common stock – basic and diluted	$	(1.55	)
Weighted average common shares outstanding:
Unrestricted common stock – basic and diluted		13,340
Restricted common stock – basic and diluted		38

NOTE 5. EQUITY EARNINGS IN AFFILIATE

In February 2012, the Predecessor acquired a 64% interest in ACL for total purchase consideration of £13.7 million or approximately $21.9 million excluding direct transaction costs. The acquisition gave Acorn Media a majority ownership of ACL’s extensive works including more than 80 novels and short story collections, 19 plays, a film library of nearly 40 made-for-television films. The acquisition was funded by a combination of cash on hand, a three-year, $18.0 million term loan from a bank and $2.7 million in subordinated debt from certain Acorn Media stockholders, which were all paid off at the closing of the Business Combination described above in Note 4, Business Combination.

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Acorn Media is accounting for its investment in ACL using the equity method of accounting because (1) Acorn Media is only entitled to appoint one-half of ACL’s board members and (2) in the event the board is deadlocked, the chairman of the board, who is appointed by the directors elected by the minority shareholders, casts a deciding vote.

As of October 3, 2012, the basis difference between the above fair value assessment and the amount of underlying equity in ACL’s net assets is approximately $18.7 million. The basis-difference is primarily attributable to the fair value of ACL’s copyrights, which expire in 2046, and is being amortized through 2046 using the straight-line method. Basis-difference amortization was recorded against our share of ACL’s net income in the consolidated statements of operations. Prior to October 3, 2012, the basis difference was approximately $14.6 million, which was being amortized using the straight-line method through 2046.

A summary of the ACL investment account is as follows:

(In thousands)
Successor Period

Fair value of ACL investment	$	24,571
Share of income through December 31, 2012		838
Basis-difference amortization		(143	)
Translation adjustment		183
Investment balance at December 31, 2012		25,449
Share of income through December 31, 2013		3,834
Dividends received		(4,005	)
Basis-difference amortization		(538	)
Translation adjustment		493
Investment balance at December 31, 2013	$	25,233


Predecessor Period

Purchase consideration – February 2012	$	21,871
Share of income through October 2, 2012		1,242
Basis-difference amortization		(259	)
Dividends received		(2,682	)
Translation adjustment		340
Investment balance at October 2, 2012	$	20,512

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The following summarized financial information is derived from financial statements of ACL as of December 31, 2013 and 2012 (balance sheets), and for the year ended December 31, 2013 and for periods of October 3, 2012 through December 31, 2012, and February 29, 2012 through October 2, 2012 (income statements):

	Successor
(In thousands)	December 31,
	2013			2012

Cash	$	3,683		$	7,814
Film costs		9,835			16,181
Other assets		8,294			5,935
Production obligation payable		—			(8,017	)
Deferred revenues		(8,895	)		(9,949	)
Other liabilities		(2,396	)		(1,392	)
Equity	$	10,521		$	10,572

	Successor						Predecessor
	Year Ended			October 3, to			February 29, to
(In thousands)	December 31,			December 31,			October 2,
	2013			2012			2012

Revenues	$	36,976		$	3,194		$	5,410
Film cost amortization		(25,558	)		(605	)		(1,461	)
General, administrative and other expenses		(3,307	)		(880	)		(1,405	)
Income from operations		8,111			1,709			2,544
Net income	$	5,985		$	1,301		$	1,940

Balance sheet amounts have been translated from British Pound to U.S. Dollar using the December 31, 2012 and 2013 exchange rates. Income statement amounts have been translated from British Pound to U.S. Dollar using the average exchange rate for each of the periods presented.

NOTE 6. ACCOUNTS RECEIVABLE

Accounts receivable are primarily derived from: (1) the sale of physical content (DVDs) to retailers and wholesale distributors who ship to mass retail, (2) direct-to-consumer, e-commerce, catalog and download-to-own sales and (3) video content we license to broadcast, cable/satellite providers and digital subscription platforms like Netflix and Amazon. Our accounts receivable typically trends with retail seasonality.

	Successor
(In thousands)	December 31,			December 31,
	2013			2012

Wholesale Distribution	$	30,266		$	42,037
IP Licensing		—			—
Direct-to-Consumer		67			3,032
Less: Receivables (advances) from distributor		700			(9,023	)
Accounts receivable before allowances and reserves		31,033			36,046
Less: reserve for returns		(10,690	)		(11,297	)
Less: allowance for doubtful accounts		(19	)		(138	)
Accounts receivable, net	$	20,324		$	24,611

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Wholesale receivables are primarily billed and collected by our U.S. distribution facilitation partner, Sony Pictures Home Entertainment (or SPHE). At December 31, 2013, Sony Pictures Home Entertainment (or SPHE) and Netflix accounted for approximately 43.8% and 17.3%, respectively, of our gross accounts receivables.

At December 31, 2012, SPHE had advanced us $9.0 million, against future collection of our receivables, which they manage on our behalf. Because our distribution partner has the right to offset our obligation to repay these advances against the receivables that are collected by SPHE, these advances are netted against the receivables collected by SPHE. At December 31, 2013, we had a receivable from SPHE of $700,000; the $9.0 million advance had been fully repaid.

Allowances for Sales Returns and Doubtful Accounts Receivable

Successor

As disclosed in Note 2, Summary of Significant Accounting Policies, for each reporting period, we evaluate product sales and accounts receivable to estimate their effect on revenues due to product returns, sales allowances and other credits given, and delinquent accounts. Our sales return reserve as of December 31, 2013 and 2012 was $10.7 million and $11.3 million, respectively. For the year ended December 31, 2013 there was no bad debt expense charge and for the period ended December 31, 2012, we charged $391,000 to bad debt expense. Included in bad debt expense during the period ended December 31, 2012, was a bad debt charge of $311,000 related to HMV (a significant customer for our Wholesale segment), which filed for bankruptcy protection on January 15, 2013. Our allowance for uncollectible accounts was $19,000 and $138,000 as of December 31, 2013 and 2012, respectively.

Predecessor

The Predecessor’s sales return reserve as of October 2, 2012 $1.5 million. Similarly, we evaluate accounts receivable to determine if they will ultimately be collected. The Predecessor had charged to bad debt expense for the period ended October 2, 2012, $304,000. As of October 2, 2012, the Predecessor did not record an allowance for uncollectible accounts.

NOTE 7. INVENTORIES

Inventories are summarized as follows:

	Successor
(In thousands)	December 31,		December 31,
	2013		2012

Packaged discs	$	12,819	$	17,248
Packaging materials		394		2,144
Other merchandise (1)		2,376		3,637
Inventories, net	$	15,589	$	23,029

⁽¹⁾

Other merchandise consists of third-party products, primarily gifts, jewelry, and home accents.

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During the year ended December 31, 2013, the Successor period of October 3, 2012 to December 31, 2012 and the Predecessor period in 2012, we incurred impairment charges associated with our inventories due to adjustments for lower of cost or market valuation, shrinkage, and excess and obsolescence. A summary of the impairment charges by quarter is as follows:

(In thousands)
	Successor				Predecessor
Three Months Ended	Year Ended December 31, 2013		For the period of October 3, to December 31, 2012		For the period of January 1, to October 2, 2012

March 31st	$	189	$	—	$	149
June 30th		4,772		—		143
September 30th		1,234		—		275
December 31st		328		70		—
	$	6,523	$	70	$	567

During the second quarter of 2013, we recorded an inventory impairment charge of $3.3 million resulting from the early termination arrangement with a content supplier. The impairment charge reflected the shortened sell-off period ending March 2014.

NOTE 8. PROPERTY, EQUIPMENT AND IMPROVEMENTS

Property, equipment and improvements at December 31, 2013 and 2012, are summarized as follows:

	Successor
	December 31,
(In thousands)	2013			2012

Furniture, fixtures and equipment	$	1,226		$	885
Software		1,174			993
Leasehold improvements		533			227
Property, equipment and improvements		2,933			2,105
Less: accumulated depreciation and amortization		(1,174	)		(305	)
Property, equipment and improvements, net	$	1,759		$	1,800

Successor

During the fourth quarter of 2013, we reduced the useful life of property, equipment and improvements that were located in our Chatsworth, California location since we signed a lease to move to a new location in Woodland Hills, California. We moved to the location in February 2014. The reduction in the useful life increased depreciation expense by approximately $68,000 in the fourth quarter of 2013. During the periods ended December 31, 2013 and 2012, there was no impairment to property, equipment and improvements.

Depreciation expense for the year ended December 31, 2013, and the period of October 3, 2012 through December 31, 2012 was $869,000, and $305,000, respectively.

We capitalized $181,000 and $67,000 of internal-use software development costs for the year ended December 31, 2013 and for the period of October 3, 2012 through December 31, 2012, respectively.

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Predecessor

During the period ended October 2, 2012, there was no impairment to property, equipment and improvements. Depreciation expense for the period of January 1, 2012 through October 2, 2012 was $111,000. For the period of January 1, 2012 through October 2, 2012, we capitalized internal-use software development costs of $219,000

NOTE 9. INVESTMENTS IN CONTENT

Investments in content are as follows:

	Successor
	December 31,		December 31,
(In thousands)	2013		2012

Released	$	66,527	$	74,287
Completed, not released		10,387		6,398
In-production		4,727		9,112
Investments in content, net	$	81,641	$	89,797

For all of the periods presented, we incurred financing costs which were capitalized. The amounts capitalized were immaterial.

Investments in content are stated at the lower of unamortized cost or estimated fair value. The valuation of investments in content is reviewed on a title-by-title basis when an event or change in circumstances indicates that the fair value of content is less than its unamortized cost.

A summary of impairment charges by quarter during the year ended December 31, 2013, period of October 3, 2012 through December 31, 2012 (Successor) and the period of January 1, 2012 through October 2, 2012 (Predecessor) is as follows:

	Successor				Predecessor
(In thousands)	Year Ended December 31, 2013		For the period of October 3, to December 31, 2012		For the period of January 1, to October 2, 2012
Three Months Ended	Year Ended December 31, 2013		For the period of October 3, to December 31, 2012		For the period of January 1, to October 2, 2012

March 31st	$	607	$	—	$	430
June 30th		2,620		—		430
September 30th		1,932		—		1,175
December 31st		1,260		73		—
	$	6,419	$	73	$	2,035

As a result of the early termination with a content supplier during the quarter ended June 30, 2013, we incurred accelerated amortization and an impairment charge totaling $1.5 million reflecting the shortened content distribution arrangement. In determining the fair value of content (Note 13, Fair Value Measurements), we employ a discounted cash flows (or DCF) methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF analysis is based on our weighted average cost of capital plus a risk premium representing the risk associated with producing a particular content.

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Unamortized Film Costs

Our estimated future amortization for investments in content is as follows:

(In thousands)	Successor
Period	Estimated Amortization		Percentage

1 Year	$	21,348		32.1	%
2 - 3 Years		29,680		44.6	%
4 - 5 Years		13,819		20.8	%
Thereafter		1,680		2.5	%
	$	66,527		100	%

NOTE 10. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase consideration paid over the estimated fair value of net tangible and identifiable intangible assets acquired. Our allocation of the purchase consideration from the Business Combination of Image and Acorn Media was finalized as of September 30, 2013. The details regarding the reduction of goodwill by $316,000 between December 31, 2012 and September 30, 2013 are disclosed in Note 4, Business Combination.

Goodwill by segment is as follows:

	Successor
(In thousands)	December 31,		December 31,
	2013		2012

Wholesalet	$	44,230	$	37,966
Direct-to-Consumer		2,836		9,416
IP Licensing		—		—
	$	47,066	$	47,382

Our segment allocation of goodwill as of December 31, 2012, was based on preliminary estimates. We finalized our allocation of goodwill as of September 30, 2013, and reallocated amounts between our Wholesale and Direct-to-Consumer segments.

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Intangibles

A summary of our intangibles and amortization for the year ended December 31, 2013, and for the period ended December 31, 2012, is as follows:

	Successor
	December 31, 2013
(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net

Trade name	$	10,950	$	(913	)	$	10,037
Customer relationships		9,290		(3,484	)		5,806
Websites		2,962		(1,386	)		1,576
Supplier contracts		1,720		(338	)		1,382
Option for future content⁽¹⁾		900		(78	)		822
Leases		400		(372	)		28
	$	26,222	$	(6,571	)	$	19,651

⁽¹⁾

Options for future content were recognized in 2013 when finalizing the allocation of the purchase consideration from the Business Combination.

	Successor
	December 31, 2012
(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net

Trade name	$	10,950	$	(182	)	$	10,768
Customer relationships		9,290		(696	)		8,594
Websites		2,789		(280	)		2,509
Supplier contracts		1,720		(68	)		1,652
Leases		400		(40	)		360
	$	25,149	$	(1,266	)	$	23,883

Costs incurred to develop, upgrade or enhance functionality of websites are capitalized while website operating costs are expensed as incurred. During the periods ended December 31, 2013 and 2012 (Successor), we capitalized $173,000 and $300,000 of costs related to our websites.

As of December 31, 2013, the remaining amortization by year for intangible assets is as follows:

(In thousands)
Successor
Year Ended December 31,	Amount

2014	$	4,845
2015		3,450
2016		2,001
2017		1,740
2018		1,013
Thereafter		6,602
	$	19,651

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Predecessor Period

During the period ended October 2, 2012 (Predecessor) Acorn Media recognized $289,000 of amortization expense related to its capitalized website costs. During the period of January 1, 2012 and October 2, 2012 (Predecessor), we capitalized $176,000 of costs related to our websites.

NOTE 11. DEBT

Debt consists of the following:

			Successor
(In thousands)	Maturity	Interest	December 31,
	Date	Rate	2013			2012

Revolving credit facility	October 3, 2017	Prime + 5% or LIBOR + 6%	$	14,949		$	7,551

Senior term notes:
Term loan – A	October 3, 2017	Prime or LIBOR + 4.5% - 5.5%		20,476			24,375

Term loan – B	April 3, 2018	Prime or LIBOR + 6.25% - 7.25%		12,287			14,625

Term loan – C	April 3, 2018	Prime or LIBOR + 9.25% - 10.25%		15,517			15,089
Principal balance outstanding				48,280			54,089
Less: debt discount				(2,007	)		(2,864	)
Total senior term notes				46,273			51,225

Subordinated notes payable prior Image shareholders	October 3, 2018	12%		15,042			14,800

Subordinated production loan - Foyle's War	November 8, 2014	LIBOR + 2.15%		1,294			8,747
Debt, less debt discount			$	77,558		$	82,323

As of December 31, 2013, we are required to repay $17.5 million of principal over the next 12 months, which includes the increased incremental payments of $12.3 million related to an acceleration of principal repayments from the Second Amendment and Waiver entered into on November 6, 2013, as discussed below and the repayment of the Foyle’s War loan of $1.3 million.

Credit Facility

On October 3, 2012, in connection with the consummation of the Business Combination, RLJE and certain of its subsidiaries (collectively, the Borrowers) entered into a Credit Agreement (the Credit Facility) with certain lenders and SunTrust, N.A., as Administrative Agent. The Credit Facility includes a five-year $15.0 million revolving credit facility and three tranches of senior term loans totaling $55.0 million. The obligations under the Credit Facility are secured by a lien on substantially all of the assets of the Borrowers.

On December 6, 2013, we entered into a third Amendment and Waiver with respect to the Credit Facility (the Third Amendment). The Third Amendment to the Credit Facility removed the requirement to pay-down the $15.0 million revolving credit facility, at least one business day each calendar year beginning with the 2015 calendar year to $7.5 million or less. This clause had been added in the first amendment to the Credit Facility.

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On November 6, 2013, we entered into a second Amendment and Waiver (the Second Amendment) with respect to the Credit Facility. As of June 30, 2013 and September 30, 2013, we triggered a technical default of our financial covenants resulting from the negative impact on our Adjusted EBITDA of certain significant impairment and severance charges, totaling $10.5 million, recognized during the second quarter of 2013. The covenants impacted include: (1) senior debt-to-Adjusted EBITDA, (2) total debt-to-Adjusted EBITDA and (3) our interest coverage ratio. Each covenant is calculated on a trailing twelve month (or TTM) basis. The significant second quarter impairment and severance charges were not contemplated in the covenant threshold determination when setting the covenant requirements in the first amendment (see below). The Second Amendment provides for (a) a full waiver of thesecond and third quarter financial covenant technical defaults and (b) modifies the Credit Facility to increase the maximum permitted Leverage Ratios (as defined in the Credit Facility) through December 31, 2014, which is intended to cover on a TTM basis all future periods impacted by the charges recognized during the second quarter. Based on our projected operating results, we believe that we will meet the revised covenants. We incurred $47,500 in fees plus legal fees which were capitalized as deferred debt costs and included in the debt discount amount which are being amortized over the life of the loan based on the estimated weighted average balance of each loan. We did not incur any default interest as a result of these technical defaults and waivers. At December 31, 2013, we were compliance with all aspects of the amended Credit Facility including having made all debt service payments on time since inception.

The modified Leverage Ratios, as amended, are presented below:

December 31,

March 31,

June 30,

September 30,

December 31,

2013

2014

Leverage Ratios:

Senior debt-to-Adjusted EBITDA

4.58 to 1.00

4.02 to 1.00

2.00 to 1.00

1.50 to 1.00

Total debt-to Adjusted EBITDA

7.54 to 1.00

6.90 to 1.00

3.40 to 1.00

2.50 to 1.00

2.05 to 1.00

Interest coverage ratio

1.31 to 1.00

1.44 to 1.00

2.84 to 1.00

3.00 to 1.00

At December 31, 2013, we were in compliance with the debt covenant leverage ratios. Our senior debt-to-Adjusted EBITDA, total debt-to-Adjusted EBITDA and interest coverage ratios were 3.21 to 1.00, 5.28 to 1.00, and 2.01 to 1.00, respectively.

The leverage ratios for the quarters following December 31, 2014 generally are: senior debt-to Adjusted EBITDA of 1.25 to 1.00, total debt-to-Adjusted EBITDA of 1.75 to 1.00 and interest coverage ratio of 3.00 to 1.00.

The covenants related to total debt and senior debt is predicated on the actual amounts of obligations calculated against an Adjusted EBITDA base.

In addition to the above, the Second Amendment includes a commitment by the company to make incremental principal payments on the Credit Facility totaling $1.75 million in 2013, $12.25 million in 2014 and $11.0 million in 2015. The amendment removes the requirement for us to make accelerated principal payments of $7.5 million that was previously committed in the first amendment (see below). Based on our projected operating results and cash flows, we believe that we will be able to make all required principal payments. The cash is expected to be generated from operating cash flows from normal business operations.

As of June 28, 2013, we entered into an Amendment and Waiver (the First Amendment) with respect to the Credit Facility. The First Amendment has been superseded by the Second Amendment as discussed above for the maximum permitted leverage ratios and the requirement to make incremental principal payments of $7.5 million by December 31, 2015. The First Amendment modified (a) the covenant ratios, which were later modified again in the Second Amendment, (b) to permit the Borrowers to retain (and not apply to debt service) dividends received from ACL and its subsidiaries between June 25, 2013 and December 31, 2013, and (c) to exclude aged trade payables from the Leverage Ratios until 2015. In addition, the Amendment required that the Borrowers, for at least one business day of each calendar year, beginning with calendar year 2015, cause the principal amount of the revolving loans outstanding to be $7.5 million or less. After any repayment required by this provision, the Borrowers may re-borrow all or any part of the revolving loans to the extent they are otherwise permitted to do so under the terms of the Credit Facility. This requirement was subsequently removed with the Third Amendment to the Credit Facility.

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Advances under the revolving facility bear interest at prime rate plus 5% or LIBOR plus 6% per annum and is payable quarterly. As of December 31, 2013, we had borrowings outstanding of approximately $14.9 million under the revolving facility. In addition to interest, the revolving facility also bears a fee of 0.5% applied to the unused portion of the line that was available but not drawn. As of December 31, 2013, there was no availability for borrowing.

The Credit Facility contains events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments, cross defaults to certain other contracts (including, for example, business arrangements with SPHE and other material contracts) and indebtedness and events constituting a change of control or a material adverse effect in any of our results of operations or condition (financial or otherwise). The occurrence of an event of default will increase the applicable rate of interest and could result in the acceleration of our obligations under the Credit Facility.

The Credit Facility imposes restrictions on such items as encumbrances and liens, payments of dividends, other indebtedness, stock repurchases and capital expenditures. The Credit Facility also requires us to comply with minimum financial and operating covenants as disclosed above. Additional covenants restrict the level of production spending, prints and advertising spending for theatrical releases, disposal of fixed assets and entering into new lease obligations.

Our senior term loans have final maturities ranging from five to five and one-half years from issuance (October 2012), bear interest at rates that range from prime rate plus 5.0% to 6.25% or LIBOR plus 6.0% to 7.25%, payable quarterly. The term loan - C bears additional interest at a rate of 3% per annum paid-in-kind at maturity. On December 10, 2012, RLJE entered into a forward interest rate cap agreement that effectively caps the LIBOR rate of interest at 1.25%. The interest rate cap has a notional amount of $30.0 million and has a maturity date of November 30, 2014. We paid a one-time fixed fee of $23,000 for this rate cap agreement. The fair value of this interest rate cap agreement is insignificant.

Future minimum principal payments under the Credit Facility as of December 31, 2013 are as follows:

	Successor
(In thousands)			Revolving
	Senior Notes		Credit Facility		Total

2014	$	16,250	$	—.	$	16,250
2015		15,000		—		15,000
2016		1,513		—		1,513
2017		—		14,949		14,949
2018		15,517		—		15,517
	$	48,280	$	14,949	$	63,229

Subordinated Notes Payable and Other Debt

Upon consummation of the Image Merger, we issued to the selling preferred stockholders of Image unsecured subordinated promissory notes in the aggregate principal amount of $14.8 million. The unsecured subordinated notes bear interest at 12% per annum, of which 5.4% is payable in cash annually and at our discretion the balance is either paid through the issuance of shares of our common stock valued at their then-current market price, or accrues and is added to principal, which is payable upon maturity. The subordinated notes mature on October 3, 2018 or nine months after the latest stated maturity of the senior debt issued pursuant to the Credit Facility. In May 2013, $439,000 interest was due on the promissory notes, of which $198,000 was paid in cash and the balance was added to principal. At December 31, 2013, our principal balance due pursuant to these notes was $15.0 million.

On July 3, 2012, Foyle’s War 8 Productions Ltd, a wholly-owned subsidiary of APL, entered into a cash advance facility with U.K. based Coutts and Co. for purposes of producing three ninety-minute television programs entitled “Foyle’s War 8.” The facility carried an interest rate of LIBOR plus 2.25%. As of December 31, 2012, amounts owed under the facility were $8.7 million. This facility was fully repaid in October 2013.

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In October 2013, we began pre-production of the next franchise series of Foyle’s War. Acorn Productions (UK) Ltd, and Acorn Global Enterprises Ltd, both wholly-owned subsidiaries of APL, entered into a cash advance facility (the FW9 Facility) with Coutts and Co., a U.K. based lender, for purposes of producing three ninety-minute television programs entitled “Foyle’s War Series 9.” The facility carries interest at a rate of LIBOR plus 2.15%. Interest and repayment of advances received are due on or before November 8, 2014. The facility is secured by (i) executed license agreements providing advances totaling approximately £5.9 million for the programs being produced that are in place with ITV Networks and, to a lesser extent, Acorn Global Enterprises Ltd., a wholly-owned subsidiary of Acorn Media; and (ii) U.K. tax credits of approximately £1.4 million based on anticipated qualifying production expenditures. The assets and intellectual property being produced will become secured collateral of the company’s Credit Facility once the Coutts loan is fully paid and settled. At December 31, 2013, a balance of $1.3 million was outstanding.

Predecessor

The Predecessor had a revolving line of credit which provided for borrowings of up to $10.0 million at the prevailing one-month LIBOR rate plus 1.90% (4.0% as of September 30, 2012). At September 30, 2012, the Predecessor had approximately $6.3 million outstanding on the line of credit. The line of credit required the Predecessor to comply with certain financial covenants and was collateralized by the assets of Acorn Media. In February 2012, in connection with the closing of the acquisition of ACL, the Predecessor renegotiated and closed on a new borrowing facility with its existing bank. The new facility provided for borrowings of $28.0 million, which consisted of an $18.0 million term loan (the “Term Loan”) and a $10.0 million revolving line of credit (the “Line of Credit”), which replaced the previous line of credit. For outstanding borrowings on the Term Loan and the Line of Credit, the Predecessor could choose an interest rate equal to LIBOR or a fixed rate equal to the bank’s prime rate plus a margin based upon the Predecessor’s then leverage ratio. Interest on outstanding borrowings was due monthly on the Line of Credit, and all amounts outstanding on the Line of Credit, including unpaid interest were due upon maturity of February 28, 2015. Principal only payments were due quarterly over the three-year term of the Term Loan and all remaining unpaid principal and all accrued interest were due upon maturity, February 28, 2015. The Line of Credit and Term Loan were fully repaid in connection with the Image and Acorn Media Mergers.

Also in connection with the acquisition of ACL, the Predecessor borrowed $2.7 million from existing stockholders of Acorn Media (the “Subordinated Loans”). Amounts outstanding under the Subordinated Loans were subordinated to those amounts outstanding under the Term Loan, accrued interest at a rate of 12.5% per annum, but interest was only required to be paid upon maturity along with all outstanding principal on February 28, 2015. The Subordinated Loans were fully repaid in connection with the Image and Acorn Media Mergers.

NOTE 12. STOCK WARRANTS

RLJE had the following warrants outstanding:

	Successor
	December 31, 2013
(In thousands, except per share data)	Shares	Exercise Price		Remaining Life
Registered warrants	12,525
Sponsor Warrants	6,667
Unregistered warrants	1,850
	21,042	$	12.00	3.75 years

We have warrants outstanding to purchase 21,041,667 shares of our common stock, which are recorded at fair value on the consolidated balance sheets.

The registered warrants have a term of five years beginning October 3, 2012, and provide the warrant holder the right to acquire a share of our common stock for $12.00 per share. The warrants are redeemable by us for $0.01 per warrant share if our common stock trades at $17.50 per share for 20 out of 30 trading days. The warrants contain standard anti-dilution provisions.

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Certain warrants are held by RLJ SPAC Acquisition LLC (or the Sponsor), these warrants are referred to as “Sponsor Warrants.” The Sponsor Warrants contain the same provisions as the registered warrants. However, RLJE has agreed with the Sponsor that we would not redeem the Sponsor Warrants if our stock price was $17.50 or higher as long as the Sponsor continues to hold the Sponsor Warrants.

The unregistered warrants contain the same provisions as the registered warrants except neither they nor the shares of our common stock that would be acquired upon exercise have been registered. The unregistered warranted were issued as compensation to certain lenders and consultants as discussed further in Note 15, Stock-Based Compensation.

All of the warrants contain a provision whereby the exercise price will be reduced if RLJE reorganized as a private company. The reduction in exercise price depends upon the amount of other consideration, if any, received by the warrant holders in the reorganization and how many years after the Business Combination reorganization is consummated. Generally, the reduction in exercise price would be between $6.00 and $9.00 assuming no additional consideration was received. Because of this provision, all warrants are being accounted for as a derivative liability in accordance with ASC 815-40, Contracts in Entity’s Own Equity.

The fair value of the warrants as of December 31, 2013 and 2012, was $4.1 million and $4.3 million, respectively. The valuation of the registered warrants is a Level 1 measurement as the warrants are traded on the over-the-counter market. Because RLJE has agreed not to exercise its redemption right pertaining to the Sponsor Warrants and because the unregistered warrants have a discounted fair value as compared to the registered warrants, the valuation of the other warrants is a Level 3 measurement. The decrease in the fair value of the warrants for the year ended December 31, 2013 was $201,000. For the period of October 3, 2013 through December 31, 2012 the fair value of the warrants decreased by $622,000. The change in the fair value of the warrants is included as a component of other income (expense).

Predecessor

For the period ended October 2, 2012, the Predecessor did not have any warrants issued or outstanding.

NOTE 13. FAIR VALUE MEASUREMENTS

Successor

Warrant Liability

We have warrants outstanding to purchase 21,041,667 shares of our common stock, which are recorded at fair value on the consolidated balance sheets. Of these warrants, 12,525,000 are warrant shares that are registered and traded on the over-the-counter market. However, trading did not begin until October 8, 2012, three business days after RLJE acquired Image and Acorn Media. We determined the fair value of our registered warrants on October 3, 2012 (the first day of the Successor period), using a Monte Carlo simulation model. Inputs to the model were the closing stock price of RLJA’s common stock as of October 3, 2012; the risk-free interest rate of a five-year U.S. government security; derived market volatility computed as of October 8, 2012, based on warrants that traded on that day; and contractual warrant provisions of five years, the redemption feature, and the contingent reduction in exercise price. Once trading began on October 8, 2012, we reassessed the fair value hierarchy related to these warrants. As of December 31, 2013 and 2012, we used the closing market price of our market-traded warrants to determine the fair value of these registered warrants and therefore the warrant liability for these warrants are classified as Level 1 within the fair value hierarchy.

The remaining warrants consist of Sponsor Warrants of 6,666,667 and 1,850,000 of unregistered warrants classified as Level 3 within the fair value hierarchy. Sponsor Warrants differ from the registered warrants as we have agreed not to exercise our redemption provision as long as the Sponsor continues to hold the warrants. We determined the fair value of these warrants using a Monte Carlo simulation model and using the same assumptions used for the registered warrants, except we did not include the redemption feature.

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Unregistered warrants differ from the registered warrants in that they have not been registered and they are classified as Level 3 within the fair value hierarchy. We determined the fair value of these warrants using a Monte Carlo simulation model and the same assumptions used above for the registered warrants except we applied a discount within the model that took into consideration the required holding periods related to unregistered shares. This discount ranged between 27.0% and 29.0% during 2013, and 19.0% and 22.0% during the Successor period of 2012. The discount rate used is largely dependent upon whether the warrant was held by an affiliate or a non-affiliate and was determined using the estimated fair value of a protective put relative to the fair value of a registered share of common stock.

The following tables represent the valuation of our warrant liability within the fair value hierarchy:

	Successor
(In thousands)	December 31, 2013
	Level 1		Level 2		Level 3		Total

Warrant liability	$	2,630	$	—	$	1,493	$	4,123

	Successor
(In thousands)	December 31, 2012
	Level 1		Level 2		Level 3		Total

Warrant liability	$	2,755	$	—	$	1,569	$	4,324

The following tables include a roll-forward of the warrant liability activity classified within Level 1 and Level 3 of the fair value hierarchy:

	Successor
(In thousands)	Year Ended December 31, 2013
	Level 1			Level 2		Level 3			Total

Warrant liability at December 31, 2012	$	2,755		$	—	$	1,569		$	4,324
Change in fair value of warrant liability		(125	)		—		(76	)		(201	)
Warrant liability at December 31, 2013	$	2,630		$	—	$	1,493		$	4,123

	Successor
(In thousands)	For the period of October 3, 2012 through December 31, 2012
	Level 1			Level 2		Level 3			Total

Warrant liability at October 3, 2012	$	—		$	—	$	4,946		$	4,946
Change in fair-value hierarchy once trading began		4,760			—		(4,760	)		—
Change in fair value of warrant liability		(2,005	)		—		1,383			(622	)
Warrant liability at December 31, 2012	$	2,755		$	—	$	1,569		$	4,324

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Investments in Content

When events and circumstances indicate that investments in content are impaired, we determine the fair value of the investment; and if the fair value is less than the carrying amount, we recognize additional amortization expense equal to the excess. Our nonrecurring fair value measurement information of assets and liabilities is classified in the table below:

		Successor
(In thousands)		December 31, 2013
		Fair Value Assessment of Asset
		Level 1		Level 2		Level 3		Total		Loss
Investments in content	$	—	$	—	$	5,693	$	5,693	$	6,419

		Successor
		December 31, 2012
(In thousands)		Fair Value Assessment of Asset
		Level 1		Level 2		Level 3		Total		Loss
Investments in content	$	—	$	—	$	48	$	48	$	73

During year ended December 31, 2013 and the period ended December 31, 2012, the investments in content were written down by $6.4 million and $73,000, respectively, as a result of a change in fair value. In determining the fair value, we employ a discounted cash flows (“DCF”) methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a film's ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF analysis is based on our weighted average cost of capital plus a risk premium representing the risk associated with producing a particular film or television program. As the primary determination of fair value is determined using a DCF model, the resulting fair value is considered a Level 3 measurement.

Predecessor

The following table represents Predecessor’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of October 2, 2012, and for the period of January 1, 2012 through October 2, 2012:

	Predecessor
(In thousands)	For the period of January 1, 2012 through October 2, 2012
	Level 1		Level 2			Level 3		Total

Interest rate derivative at December 31, 2011	$	—	$	(36	)	$	—	$	(36	)
Change in fair value of interest rate derivative		—		5			—		5
Interest rate derivative at October 2, 2012	$	—	$	(31	)	$	—	$	(31	)

Effective March 24, 2009, Acorn Media entered into an interest rate swap agreement that fixed the rate of interest on certain borrowings at 2.65%. The interest rate swap had an initial notional amount of $5.0 million and had a maturity date of December 1, 2012. Acorn Media recorded the estimated fair value of its interest rate swap agreement as a liability. Changes in the estimated fair value of the interest rate swap were recorded as gains or losses through other income in the period in which they occurred. Net payments on the interest rate swap were settled on a quarterly basis.

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During the period ended October 2, 2012, our investments in content were written down to their fair value of $1.3 million and an impairment of $2.0 million was recognized. Our nonrecurring fair value measurement information at October 2, 2012, is summarized in the table below:

	Predecessor
(In thousands)	For the period of January 1, 2012 through October 2, 2012
	Fair Value Assessment of Asset
	Level 1		Level 2		Level 3		Total		Loss
Investments in content	$	—	$	—	$	1,270	$	1,270	$	2,035

NOTE 14. STOCKHOLDERS’ EQUITY

Successor

Our articles of incorporation authorize us to issue up to 250 million shares of common stock and one million shares of preferred stock, par value $0.001 per share at December 31, 2013 and 2012. As of December 31, 2013 and 2012, there were 13,700,862 and 13,377,546 shares of common stock issued and outstanding, respectively. There were no shares of preferred stock issued or outstanding at December 31, 2013 and 2012. As of December 31, 2013, the rights and preferences of the preferred stock have not yet been designated.

Prior to October 3, 2012, RLJA had issued 17,968,750 shares of common stock of RLJA. In connection with the Business Combination, the stockholders of RLJA had the choice of exchanging each share of common stock of RLJA held for one share of our common stock or redeeming their shares of RLJA common stock at a price per share equal to $9.9597. RLJA stockholders that held 9,994,264 shares of common stock of RLJA exchanged their stock for 9,994,264 shares of our common stock.

In connection with the Business Combination, RLJE issued 3,139,443 registered shares and 1,150,000 unregistered shares of our common stock to the selling shareholders of Acorn Media and Image. RLJE also issued 325,000 unregistered shares of our common stock on October 3, 2012 for consulting services received refer to “Note 15, Stock-Based Compensation, for further discussion. In addition, with the consummation of the Business Combination, the Sponsor agreed to cancel 1,267,739 registered shares of our common stock. We have accounted for the cancellation of these shares as an equity contribution to RLJE on October 3, 2012.

On October 3, 2012, in connection with the consummation of the Business Combination described in Note 4, Business Combination, RLJE and certain Image and Acorn Media selling shareholders entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), in which RLJE agreed to use its best efforts to register certain of its securities held by the stockholders who are a party to the Registration Rights Agreement under the Securities Act of 1933, as amended (the “Securities Act”). Such stockholders are entitled to make up to three demands, excluding short form registration demands, that RLJE register certain of its securities held by them for sale under the Securities Act. In addition, such stockholders have the right to include their securities in other registration statements filed by RLJE. However, the Registration Rights Agreement provides that no stockholder (other than the Sponsor) may make a demand (i) with respect to a registration statement on Form S-1 until October 3, 2013 or (ii) with respect to a registration statement on Form S-3 until July 3, 2013. At December 31, 2013, no demand had been received.

Included in our common shares outstanding are 898,438 shares held by the Sponsor as part of the initial public offering of RLJE. These shares will be returned back to the Company over a two-year period if certain stock price targets are not achieved. As of December 31, 2013, all of the 898,438 common shares were outstanding. We expect that 449,219 common shares will be forfeited by March 31, 2014 and the remainder of these common shares will be assessed for forfeiture in October 2013.

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Predecessor

Acorn Media had authorized the issuance of up to 10 million shares of a single class of common stock. As of December 31, 2011, 1,023,466 shares were issued and outstanding. All outstanding shares of Acorn Media’s stock were acquired by RLJE in the 2012 Business Combination.

Acorn Media had issued stock to certain employee stockholders in exchange for notes receivable. A total of three separate notes receivable were outstanding as of December 31, 2011. Two notes with aggregate principal balances of $96,000 as of December 31, 2011, called for semiannual, interest-only payments of 2.15% of the outstanding amounts through March 31, 2013, at which time the outstanding principal balances would be due in full. The third note, with a principal balance of $587,796 as of December 31, 2011, called for annual, interest-only payments of 4.6% of the outstanding amount through February 28, 2012, at which time the outstanding principal balance was due in full. Collectively, these notes receivable are referred to as the Stockholders’ Notes.

The maturity of the Stockholders’ Notes were subject to acceleration in the event of certain circumstances, including default on the payment of amounts due, termination of the employment of an employee stockholder, a merger or sale of Acorn Media in which there was a change of control or the sale of substantially all of the Predecessor’s assets, among other circumstances. These Stockholders’ Notes were settled in connection with the Business Combination described above in Note 4, Business Combination.

NOTE 15. STOCK-BASED COMPENSATION

Successor

Equity Compensation Plan

As of December 31, 2013, we had one equity compensation plan. The 2012 Incentive Compensation Plan of RLJ Entertainment, Inc. (the “Incentive Plan”) was approved by the shareholders of RLJA, Image and Acorn Media on September 20, 2012. The Incentive Plan is administered by the compensation committee of our Board of Directors, and allows the compensation committee to award up to a maximum of 1,244,153 shares under the Incentive Plan. The compensation committee may award Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Unit Awards, Bonus Stock and Awards in Lieu of Obligations, Dividend Equivalents, Performance Awards, and Other Stock-Based Awards (as those terms are defined in the Incentive Plan). No person may be granted (i) Options or Stock Appreciation Rights with respect to more than 750,000 shares or (ii) Restricted Stock, Restricted Stock Units, Performance Shares, and/or Other Stock Based Awards with respect to more than 750,000 shares. In addition, no person may be granted awards worth more than $1,000,000 of grant date fair value with respect to any 12-month Performance Period (as that term is defined in the Incentive Plan) under the Incentive Plan, or $2,000,000 with respect to any Performance Period that is more than 12 months. The maximum term allowed for an option is 10 years and a stock award shall either vest or be forfeited not more than 10 years from the date of grant.

At December 31, 2013 and 2012, there were 883,259 and 1,206,575 shares, respectively available for future grants under the Incentive Plan.

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Restricted Stock-Based Compensation Grants

During the year ended December 31, 2013, 323,316 shares of restricted common stock were granted. Of the 323,316 shares granted, 233,707 shares were granted to executive officers and directors and 89,609 shares were granted to other members of management. The shares were fair valued on the date of grant with a range of $3.72 - $5.97 per share, for a total value of approximately $1.7 million. These restricted shares will vest and be expensed over a three-year period for executive management and other management while restricted shares granted to directors vest and are expensed over a one-year period as a component of general and administrative expenses. The vesting of restricted shares is subject to the achievement of certain service criteria, qualitative performance criteria, or both. We estimate that all of the restricted stock will vest and therefore we have not incorporated a forfeiture rate for the purposes of determining the stock-based compensation expense, however the restricted stock may be subject to forfeiture if the employee or director terminates his or her service during the vesting period or certain performance measures are not achieved.

On November 1, 2012, we granted 37,578 restricted stock awards under the Incentive Plan to six independent members of our Board of Directors. The restricted shares were issued on the date of grant, but will not be transferrable until their restrictions are removed. We measured the fair value of the restricted stock on the date of grant based on the five-day trailing average closing market price of our common stock on that day, which was $7.98 per share, for a total value of $300,000. These restricted shares vested and were expensed over a one-year period from the date of grant as a component of general and administrative expenses.

All restricted stock amounts will participate in dividends, if declared, prior to their vesting date.

Restricted stock award activity under the Incentive Plan for the period ended December 31, 2013, and changes during the period then ended are presented below:

Restricted Stock-Based Compensation Award Activity	Shares			Weighted-Average Grant Date Fair Value

Nonvested shares at October 3, 2012		—		$	—
Granted		38			7.98
Vested		—			—
Forfeited		—			—
Nonvested shares at December 31, 2012		38			7.98
Granted		323			4.14
Vested		(38	)		7.98
Forfeited		—			—
Nonvested shares at December 31, 2013		323		$	4.14

Compensation expense relating to the restricted stock awards for the periods ended December 31, 2013 and 2012, was $805,000 and $49,000, respectively. Unrecognized stock-based compensation expense relating to these restricted stock awards of approximately $1.2 million at December 31, 2013 is expected to be expensed ratably over the remaining vesting period through September 2016. The weighted average remaining vesting period for nonvested shares is 1.2 years.

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Other Stock-Based Compensation

On October 3, 2012, we issued unregistered warrants to acquire 550,000 unregistered shares of our common stock to a consultant to the Business Combination. On October 3, 2012, we also issued unregistered warrants to acquire 1,000,000 unregistered shares of our common stock to a lender who lent money to RLJE on October 3, 2012. These unregistered warrants are included in the warrants disclosed in Note 12, Stock Warrants, above. The warrants issued to the consultant were accounted for as additional transaction costs, which were accrued as of October 2, 2012 by RLJE, and had a fair value on the date of grant of $50,000. The warrants issued to the lender were accounted for as additional debt discount and had a fair value on the date of grant of $90,000.

On October 3, 2012, we also issued 325,000 unregistered shares of our common stock to the same consultant who received the above warrants. These shares of common stock had a fair value on the date of grant of $2.2 million (or $6.64 per share) and were accounted for by RLJE as additional transaction costs as of October 2, 2012.

The fair value of these unregistered shares of common stock issued was determined by taking the fair value of a registered share of common stock of RLJA, which was based upon the publicly-traded closing stock price as of October 3, 2012 and discounting that value by approximately 19.0%. This discount takes into consideration the required holding period for unregistered shares and was determined using the estimated fair value of a protective put relative to the fair value of a registered share of common stock.

Predecessor

On February 1, 2012, Acorn Media granted a stock option to one employee exercisable into 22,380 shares of stock in Acorn Media with an exercise price of $78.17. The option vested immediately upon grant. Using the Black-Scholes Model, the fair value of the option of $499,000 was expensed in the period ended October 2, 2012.

On December 1, 2006, Acorn UK granted stock options to two employees exercisable into 4,000 shares of stock in Acorn Media with an exercise price of $69.48. The options vested immediately upon grant and expire December 1, 2016. All related compensation expense was recorded in 2006. The options outstanding at December 31, 2011, had a weighted average remaining contractual life of 4.9 years.

In connection with the Business Combination, the stock options to acquire approximately 45,000 shares of common stock of Acorn Media, which were outstanding as of October 2, 2012, were forfeited. The stock options that were held by the two employees of Acorn UK were cancelled in exchange for cash consideration paid by Acorn Media’s selling shareholders.

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NOTE 16. NET INCOME (LOSS) PER COMMON SHARE DATA

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income (loss) per common share for the Successor periods ended December 31, 2013 and 2012, the predecessor period ended October 2, 2012:

	Successor						Predecessor
(In thousands, except per share data)	Year Ended December 31, 2013			October 3, to December 31, 2012			January 1, to October 2, 2012
Numerator – basic and diluted:
Net income (loss)	$	(31,077	)	$	1,743		$	(5,263	)
Less net income attributable to noncontrolling interest		—			—			(43	)
Net income (loss) applicable to common shareholders		(31,077	)		1,743			(5,306	)
Less net loss (gain) applicable to restricted common shareholders		414			(3	)		—
Net income (loss) applicable to unrestricted common shareholders	$	(30,663	)	$	1,740		$	(5,306	)
Unrestricted common shareholders - net income (loss) per share:
Net income (loss) – numerator	$	(30,663	)	$	1,740		$	(5,306	)
Weighted-average common shares outstanding – basic denominator		13,346			13,340			1,023
Effect of dilutive securities		—			—			—
Weighted-average common shares outstanding – diluted denominator		13,346			13,340			1,023
Net income (loss) per common share – unrestricted:
Basic and diluted	$	(2.30	)	$	0.13		$	(5.19	)
Restricted common shareholders - net income (loss) per share:
Net gain (loss) – numerator	$	(414	)	$	3		$	—
Weighted-average common shares outstanding –basic and diluted denominator		180			25			—
Net gain (loss) per common share – restricted:
Basic and diluted	$	(2.30	)	$	0.13		$	—

Successor

We have outstanding warrants to acquire 21,041,667 shares of common stock are not included in the computation of diluted net income per common share as their effect would be anti-dilutive because their exercise price of $12 per share exceeds the fair value of our common stock.

Predecessor

For the period ended October 2, 2012, we had outstanding options, including those options granted by Acorn UK, to acquire 52,760 shares of common stock of Acorn Media are not included in the computation of diluted net loss as their effect would be anti-dilutive.

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NOTE 17. CUSTOMER RELATIONSHIP

During the year ended December 31, 2013, we terminated our business relationship with an inventory fulfillment partner and recorded a sales return of approximately $2.9 million, which negatively impacted our gross margin by approximately $1.3 million. Additionally, we agreed terms to early terminate a content output agreement with a content supplier effective December 31, 2013, exclusive of a 90-day sell off period. The result of the termination was a non-cash charge of approximately $4.6 million, which includes $603,000 of accumulated amortization, recorded in the second quarter of 2013, related to its unamortized content assets and inventories on the Company’s balance sheet. We did not have any comparable events in the prior periods.

NOTE 18. TRANSACTION COSTS AND SEVERANCE

Severance

During the year ended December 31, 2013 and the period of October 3, 2012 through December 31, 2012 (Successor), we incurred severance charges of $2.4 million and $427,000, respectively, as part of the implemented reorganization from the formation of RLJE with former employees. The severance charge was recorded as a component of general and administrative expense. During the period of January 1, 2012 through October 2, 2012, (Predecessor) there were no severance charges.

Transaction Costs

During the period of January 1, 2012 through October 2, 2012, the Predecessor incurred transaction costs of $10.2 million, related to the Acorn Merger (Note 4, Business Combination) as well as the acquisition of ACL (Note 5, Equity Earnings in Affiliate). These costs are included in general and administrative expenses. There were no similar transaction costs during 2013.

NOTE 19. INCOME TAXES

RLJE files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. Our subsidiaries in the United Kingdom and Australia continue to file income tax returns in their foreign jurisdictions.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We must assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent that it is more likely than not that such deferred tax assets will not be realized, we must establish a valuation allowance.

We have a valuation allowance against 100% of our deferred tax assets, which are composed primarily of net operating loss (or NOL) carryforwards that were either acquired in the Business Combination or generated in 2013. Even though we have reserved all of these net deferred tax assets for book purposes, we would still be able to utilize them to reduce future income taxes payable should we have future taxable earnings. To the extent our deferred tax assets relate to NOL carryforwards, the ability to use such NOLs against future earnings will be subject to applicable carryforward periods. As of December 31, 2013, we had NOL carryforwards for Federal and state tax purposes of approximately $48.5 million and approximately $44.7 million, respectively, which are available to offset taxable income through 2033. Our NOL carryfowards begin to expire in 2017. NOL carryforwards that were acquired in the Business Combination reflect our assessment of an annual limitation on the utilization of these carryforwards due to ownership change limitations as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state limitations.

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Income tax expense for each of the periods ended December 31, 2013 and 2012 (Successor periods) and for October 2, 2012 (Predecessor period), is summarized, below:

	Successor				Predecessor
(In thousands)	Year Ended December 31, 2013		October 3, to December 31, 2012		January 1, to October 2, 2012
Current
Federal	$	—	$	—	$	—
State		72		9		9
Foreign		665		476		17
		737		485		26
Deferred
Federal		580		—		—
State		94		—		—
Foreign		790		174		177
		1,464		174		177

Total Tax Expense	$	2,201	$	659	$	203

Income before provision for income taxes for each of the periods ended December 31, 2013 and 2012 (Successor) and for October 2, 2012 (Predecessor), is as follows:

	Successor						Predecessor
(In thousands)	Year Ended December 31, 2013			October 3, to December 31, 2012			January 1, to October 2, 2012

Domestic	$	(33,778	)	$	(310	)	$	(5,489	)
Foreign		4,902			2,712			429
		(28,876	)		2,402			(5,060	)

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The tax effects of temporary differences that give rise to a significant portion of the net deferred tax assets and liabilities at December 31, 2013 and 2012, are presented below:

	Successor
	December 31,
(In thousands)	2013						2012
	U.S. Federal and State			Foreign			U.S. Federal and State			Foreign
Deferred tax assets:
Provision for lower of cost or market inventory write-downs	$	5,174		$	—		$	2,799		$	—
Net operating loss carryforwards		18,359			—			9,568			36
Allowance for sales returns		1,166			—			2,382			—
Allowance for doubtful accounts Receivable		—			—			52			—
Marketing discounts and price protection reserves		1,559			—			—			—
Accrued compensation and Benefits		298			—			327			—
Tax credits carryforwards		1,980			—			748			—
Other		353			—			48			—
Deferred tax assets		28,889			—			15,924			36
Less valuation allowance		(27,047	)		—			(13,641	)		—
Deferred tax assets		1,842			—			2,283			36

Deferred tax liabilities:
Intangible assets		(1,409	)		—			(1,503	)		—
Warrant liability		(308	)		—			(233	)		—
Goodwill amortization		(674	)		—			(150	)		—
Equity income in ACL		—			(1,140	)		—			(386	)
Other		(125	)		—			(397	)		—
Deferred tax liabilities		(2,516	)		(1,140	)		(2,283	)		(386	)
Net deferred tax assets and liabilities	$	(674	)	$	(1,140	)	$	—		$	(350	)

Expected income tax expense (benefit) based on the Federal statutory rate of 34% for the periods ended December 31, 2013 and 2012 (Successor) and October 2, 2012 (Predecessor), differed from actual income tax expense as follows:

	Successor						Predecessor
(In thousands)	Year Ended December 31, 2013			October 3, to December 31, 2012			January 1, to October 2, 2012

Expected income tax expense (benefit) - 34%	$	(9,818	)	$	817		$	(1,720	)
Income not subject to income tax		(1,499	)		—			1,823
State income taxes, net of Federal benefit		73			2			9
Non-deductible expenses		85			61			109
Change in valuation allowance		13,406			94			65
Foreign sourced income tax at a lower rate		—			(282	)		(83	)
Other		(46	)		(33	)		—
Total tax expense	$	2,201		$	659		$	203

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Our significant tax returns are filed in the following jurisdictions: United States, United Kingdom and in the following states: Maryland, California and Illinois. The tax years of 2008 through 2013, remain open to examination. We are not currently under examination by any of the jurisdictions that we file significant tax returns with. We believe that our tax filing positions and deductions will be sustained if audited and we do not anticipate any adjustments that would result in a material adverse effect on our financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain tax positions have been recorded.

Predecessor

Since the Predecessor had elected to be taxed as an S corporation, its pre-tax income generated in the United States was not subject to Federal or State income taxation. Had the Predecessor been subject to federal and state income taxation for the period ended October 2, 2012, the Predecessor would have recognized additional tax benefit of approximately $1.8 million (unaudited) and $300,000 (unaudited) for Federal and State taxation, respectively. The tax benefit assumes that the Predecessor would recognize its deferred tax assets for book purposes as they are generated.

NOTE 20. EMPLOYEE BENEFITS

Effective October 3, 2012, we established the RLJ Entertainment 401(k) Plan, a defined contribution 401(k) plan for the benefit of employees meeting certain eligibility requirements. Under the plan, participants may contribute a portion of their earnings on a pre-tax basis. Employee contributions are forwarded to the plan administrator and invested in various funds at the discretion of the employee. RLJE matched a portion of those contributions based upon the employee’s compensation status in accordance with the U.S. Internal Revenue Code. Our UK and Australia subsidiaries sponsor plans that contributes seven and nine percent, respectively, to employees beginning one year after the date of hire. Prior to October 3, 2012, the Predecessor provided similar employee benefits as those disclosed above.

During the year ended December 31, 2013 and the period of October 3, 2012 through December 31, 2012 (Successor), we incurred compensation expenses of $560,000 and $163,000, respectively, related to these plans. During the period of January 1, 2012 through October 2, 2012, the Predecessor incurred $286,000 related to its employee benefit plans.

NOTE 21. COMMITMENTS AND CONTINGENCIES

Operating Leases

RLJE’s principal executive office is located in Silver Spring, Maryland. We also maintain offices in Woodland Hills, California; Stillwater, Minnesota; London, England and Sydney, Australia with varying terms and expiration dates. All locations are leased. A summary of our locations is as follows:

Location	Primary Purpose	Lease Expiration	Reporting Segment ⁽¹⁾
Silver Spring, MD	Executive Office/Administrative/Sales/ Content Acquisition	November 15, 2020	Corporate
Woodland Hills, CA	Administrative/Sales/Content Acquisition	June 30, 2021	Wholesale
Stillwater, MN	Sales and Administration for Direct-to-Consumer	April 30, 2015	Direct-to-Consumer
London, England	Content Development and Production/Sales/ Administration for the U.K., including ACL	July 1, 2018	IP Licensing/Wholesale/ Direct-to-Consumer
Sydney, Australia	Sales/Administration for the Direct to Consumer	February 28, 2015	Wholesale

⁽¹⁾ The segment descriptions above reflect the location’s primary activity.

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Future minimum annual rental payments by year under operating leases at December 31, 2013, are approximately as follows:

(In thousands)

Year Ended December 31,	Lease Commitment

2014	$	1,302
2015		1,164
2016		1,166
2017		1,191
2018		1,056
Thereafter		2,059
	$	7,938

Rent expense was $1.4 million, $350,000 and $548,000 for the periods ended December 31, 2013 and 2012 (Successor) and October 2, 2012 (Predecessor), respectively.

Employment Agreements

At December 31, 2013, our future contractual obligations under eight employment agreements are summarized below. Included in the amounts below are any minimum bonus or agreed upon amounts to be paid within the employment contracts over the next five years as long as the employee continues to be an employee in good standing and meets the performance criteria within the individual employment agreements. One of the eight employment agreements does not have an expiration date and is disclosed for the five years presented.

Year Ended December 31,	Employment Contracts

2014	$	2,718
2015		1,760
2016		1,256
2017		750
2018		750
	$	7,234

Future Royalty Obligations

At December 31, 2013, our future obligations by year for royalty advances, minimum royalty guarantees and exclusive distribution fee guarantees under the terms of our existing licenses and exclusive distribution agreements were as follows:

(In thousands)

Year Ended December 31,	Future Royalty Obligations

2014	$	4,564
2015		2,622
	$	7,186

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Legal Proceedings

In the normal course of business, we are subject to proceedings, lawsuits and other claims, including proceedings under government laws and regulations relating to employment and tax matters. While it is not possible to predict the outcome of these matters, it is the opinion of management, based on consultations with legal counsel, that the ultimate disposition of known proceedings will not have a material adverse impact on our financial position, results of operations or liquidity.

NOTE 22. RELATED PARTY TRANSACTIONS

Equity Investments in Affiliates

All of ACL’s staff is employed by APL. ACL was charged overhead and personnel costs for the year ended December 31, 2013 and for the period of October 3, 2012 through December 31, 2012 (Successor), of approximately $2.1 million and $560,000, respectively. ACL was charged overhead and personnel costs for the period ended October 2, 2012 (Predecessor) of approximately $920,000. Amounts were recorded as a reduction in general and administrative expenses in the accompanying consolidated statements of operations.

ACL paid dividends to APL of $4.0 million during the year ended December 31, 2013 (Successor) and $2.7 million during the period of January 1, 2012 through October 2, 2012 (Predecessor). There were no dividends received during the Successor period of October 3, 2012 through December 31, 2012. Dividends received were recorded as a reduction to the ACL investment account.

On February 29, 2012, certain shareholders of the Predecessor lent $2.7 million to the Predecessor in connection with the purchase of a 64% ownership interest in ACL as discussed in Note 11, Debt.

Foreign Currency

We recognized foreign currency gains and losses as a component of other income (expense) on amounts Acorn Media lent to APL and Acorn Australia. Amounts lent will be repaid based on available cash. During the year ended December 31, 2013 and for the period of October 3, 2012 through December 31, 2012 (Successor), we recognized a loss of $484,000 and a gain of $201,000, respectively. For the Predecessor period of January 1, 2012 through October 2, 2012, a gain of $310,000 was recognized.

The RLJ Companies, LLC

On June 27, 2013, The RLJ Companies, LLC (whose sole manager and voting member is the Chairman of our board of directors) purchased from one of our vendors $3.5 million of contract obligations that we owed to the vendor. These obligation were payable by us to the vendor through September 5, 2013. Pursuant to the purchase, The RLJ Companies, LLC has become the account creditor with respect to these accounts, but the accounts have not been otherwise modified, and the vendor continues to be the account creditor with respect to other outstanding accounts payable by us after September 5, 2013. These purchased liabilities are included in accrued royalties and distribution fees in the accompanying consolidated balance sheets.

RLJ SPAC Acquisition, LLC

Mr. Robert L. Johnson through his company, RLJ SPAC Acquisition, LLC has entered into a plan to purchase up to $2.0 million of our outstanding common stock from time to time over a 24 month period beginning June 19, 2013. Any purchases under the plan will be at the discretion of Lazard Capital Markets LLC in the open market or in privately negotiated transactions in compliance with applicable laws and regulations

All $2.0 million of Common Stock may not be purchased during a twenty-four month period. The Plan may be terminated by Mr. Johnson at any time.

During 2013, RLJ SPAC Acquisition LLC repurchased 232,531 shares.

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NOTE 23. SUBSEQUENT EVENTS

We have performed an evaluation of subsequent events through the date we issued these financial statements and had the following subsequent events since December 31, 2013 through our filing date.

Dividends from ACL

In January 2014, a dividend was declared and paid of £1,000,000 by ACL. Based on our 64% ownership and translation to U.S. dollars, a dividend of approximately $1.1 million was received by RLJE.

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (or Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. We periodically review the design and effectiveness of our disclosure controls and internal control over financial reporting. We make modifications to improve the design and effectiveness of our disclosure controls and internal control structure, and may take other corrective action, if our reviews identify a need for such modifications or actions.

As of the end of the period covered by this Annual Report on Form 10-K for the year ended December 31, 2013 (or Annual Report), we evaluated, under the supervision and with the participation of our Chief Executive Officer, and Chief Financial Officer, the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.

Internal Control Over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that:

Concern the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that (a) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and (b) that our receipts and expenditures are being recorded and made only in accordance with management’s authorizations; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting at December 31, 2013. In conducting this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework– 1992. Based on that evaluation under those criteria, management concluded that, at December 31, 2013, our internal control over financial reporting was effective.

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This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules that permit us to provide only management's report in this Annual Report.

Changes in Internal Control Over Financial Reporting

Management determined that, as of December 31, 2013, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter then ended that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

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PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The additional information required by this Item will be included in our company’s proxy statement for its 2014 Annual Meeting of Stockholders.

We have a Code of Ethics and Business Conduct Policy that applies to all of our employees, including our principal executive officer and principal financial and principal accounting officer, and to our directors. We have posted the Code of Ethics and Business Conduct Policy under the menu “Investors – Corporate Governance” on our website at www.rljentertainment.com. If we waive any material portion of our Code of Ethics and Business Conduct Policy that applies to our principal executive officer, principal financial officer or principal accounting officer or amend the Code of Ethics and Business Conduct Policy (other than technical, administrative or other non-substantive amendments), we will disclose that fact on our website at www.rljentertainment.com within four business days.

ITEM 11.

EXECUTIVE COMPENSATION

The information required by this Item will be included in our company’s proxy statement for its 2014 Annual Meeting of Stockholders.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item will be included in our company’s proxy statement for its 2014 Annual Meeting of Stockholders.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item will be included in our company’s proxy statement for its 2014 Annual Meeting of Stockholders.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item will be included in our company’s proxy statement for its 2014 Annual Meeting of Stockholders.

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PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENTS

(a)	The following documents are filed as a part of this report:		Page

	1.	Financial Statements.

		Reports of Independent Registered Public Accounting Firms	57
		Consolidated Balance Sheets as of December 31, 2013 and 2012	59
		Consolidated Statements of Operations for the year ended December 31, 2013 and for the periods ended December 31, 2012 and October 2, 2012	60
		Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2013 and for the periods ended December 31, 2012 and October 2, 2012	61
		Consolidated Statements Equity for the year ended December 31, 2013and for the periods ended December 31, 2012 and October 2, 2012	62
		Consolidated Statements of Cash Flows for the year ended December 31, 2013 and for the periods ended December 31, 2012 and October 2, 2012	63

	(b)	Exhibits.

	2.1	Agreement and Plan of Merger, dated as of April 1, 2012, by and between RLJ Acquisition, Inc. and Image Entertainment, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form S‑4 (File No. 333-180714) filed on August 10, 2012).

	2.2	Stock Purchase Agreement, dated as of April 2, 2012, by and among RLJ Acquisition, Inc., Acorn Media Group, Inc., the Shareholders of Acorn Media Group, Inc. and Peter Edwards, as the Shareholder Representative (incorporated by reference to Exhibit 2.2 to the Registrant’s Registration Statement on Form S‑4 (File No. 333-180714) filed on August 10, 2012).

	2.3	Amendment No. 1 to Stock Purchase Agreement, dated as of October 3, 2012, by and among RLJ Acquisition, Inc., RLJ Entertainment, Inc., Acorn Media Group, Inc., the shareholders of Acorn Media Group, Inc. listed on attached Exhibit A, and Peter Edwards, as the Shareholder Representative (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on October 10, 2012).

	3.1	Amended and Restated Articles of Incorporation of RLJ Entertainment, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S‑4 (File No. 333-180714) filed on August 10, 2012).

	3.2	Form of Bylaws of RLJ Entertainment, Inc. (incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form S‑4 (File No. 333-180714) filed on August 10, 2012).

	4.1	Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S‑4 (File No. 333-180714) filed on August 10, 2012).

	4.2	Specimen Warrant certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S‑4 (File No. 333-180714) filed on August 10, 2012).

	10.1	Preferred Stock Purchase Agreement, dated as of April 1, 2012, by and between RLJ Acquisition, Inc. and the holders of the Series B Preferred Stock of Image Entertainment, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S‑4 (File No. 333-180714) filed on August 10, 2012).

	10.2	Amendment No. 1 to Preferred Stock Purchase Agreement, dated as of October 3, 2012, by and among RLJ Acquisition, Inc., RLJ Entertainment, Inc., and the holders of the Preferred Stock of Image Entertainment, Inc. listed on Schedule A to the Preferred Stock Purchase Agreement, dated as of April 2, 2012, by and between RLJ Acquisition, Inc. and the holders of Series B Preferred Stock of Image Entertainment, Inc. (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on October 10, 2012).

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	10.3	Joinder Agreement, dated as of April 10, 2012, by and among RLJ Entertainment, Inc., RLJ Acquisition, Inc., Image Entertainment, Inc., Acorn Media Group, Inc., and Peter Edwards as the Shareholder Representative (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S‑4 (File No. 333-180714) filed on August 10, 2012).

	10.4	RLE Entertainment, Inc. 2012 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S‑4 (File No. 333-180714) filed on August 10, 2012).

	10.5	Credit Agreement, dated as of October 3, 2012, by and among RLJ Entertainment, Inc., RLJ Acquisition, Inc., RLJ Merger Sub I, Inc., RLJ Merger Sub II, Inc., Acorn Media Group, Inc., and Image Entertainment, Inc., as the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and SunTrust Bank, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on October 10, 2012).

	10.6	First Amendment to and Waiver Under Credit Agreement, dated as of June 28, 2013, by and among RLJ Entertainment, Inc., RLJ Acquisition, Inc., for itself and as successor by merger with RLJ Merger Sub I, Inc., Acorn Media Group, Inc., Image Entertainment, Inc., for itself and as successor by merger with RLJ Merger Sub II, Inc., each of the Persons party to the Credit Agreement as Guarantors, the Lenders party hereto, and SunTrust Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35675) filed on August 5, 2013).

	10.7*	Second Amendment to and Waiver Under Credit Agreement, dated as of November 6, 2013, by and among RLJ Entertainment, Inc. RLJ Acquisition, Inc. for itself and as successor by merger with RLJ Merger Sub I, Inc., Acorn Media Group, Inc. Image Entertainment, Inc., for itself and as successor by merger with RLJ Merger Sub II, Inc., each of the Persons party to the Credit Agreement as Guarantors, the Lenders party hereto, and SunTrust Bank, as the Administrative Agent.

	10.8*	Third Amendment to and Waiver Under Credit Agreement, dated as of December 6, 2013, by and among RLJ Entertainment, Inc. RLJ Acquisition, Inc. for itself and as successor by merger with RLJ Merger Sub I, Inc., Acorn Media Group, Inc. Image Entertainment, Inc., for itself and as successor by merger with RLJ Merger Sub II, Inc., each of the Persons party to the Credit Agreement as Guarantors, the Lenders party hereto, and SunTrust Bank, as the Administrative Agent.

	10.9	Pledge and Security Agreement, dated as of October 3, 2012, by and among RLJ Entertainment, Inc., RLJ Acquisition, Inc., RLJ Merger Sub I, Inc., RLJ Merger Sub II, Inc., Acorn Media Group, Inc., Image Entertainment, Inc., Image/Madacy Home Entertainment, LLC, and SunTrust Bank , as administrative agent on behalf of the Secured Parties (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on October 10, 2012).

	10.10	Amended and Restated Registration Rights Agreement, dated as of October 3, 2012, by and among RLJ Acquisition, Inc., RLJ Entertainment, Inc., JH Partners, LLC, JH Partners Evergreen Fund, LP, JH Investment Partners III, LP, JH Investment Partners GP Fund III, LLC, the shareholders of Acorn Media Group, Inc., Peter Edwards, as the Acorn Representative, RLJ SPAC Acquisition, LLC, William S. Cohen and Morris Goldfarb (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on October 10, 2012).

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	10.11	First Amendment to Amended and Restated Registration Rights Agreement, dated as of June 27, 2013, by and among RLJ Entertainment, Inc., RLJ Acquisition, Inc., RLJ SPAC Acquisition, LLC, JH Partners, LLC, JH Partners Evergreen Fund, L.P., JH Investment Partners III, L.P., JH Investment Partners GP Fund III, LLC, and Wexford Spectrum Investors, LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35675) filed on August 5, 2013).

	10.12	Form of Indemnity Agreement, by and between RLJ Entertainment and each Indemnitee (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on October 10, 2012).

	10.13	Assignment, Assumption and Amendment Agreement, dated as of October 3, 2012, by and among RLJ Entertainment, Inc., RLJ Acquisition, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on October 10, 2012).

	10.14	Form of Unsecured Subordinated Promissory Note (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on October 10, 2012).

	10.15	Consulting Agreement, dated as of September 18, 2012, by and among RLJ Acquisition, Inc., RLJ Entertainment, Inc., and Wexford Spectrum Investors LLC (incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on October 10, 2012).

	10.16†	Separation Agreement, dated as of February 22, 2013, by and between Ted Green, Image Entertainment, Inc. and RLJ Entertainment, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35675) filed on May 15, 2013).

	10.17†	Separation Agreement, dated as of May 24, 2013, by and between John Avagliano, Image Entertainment, Inc. and RLJ Entertainment, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35675) filed on August 5, 2013).

	10.18†	Employment Agreement, dated as of June 10, 2013, by and between Drew Wilson and RLJ Entertainment, Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35675) filed on August 5, 2013).

	10.19†	Employment Agreement, dated as of July 18, 2013, by and between Miguel Penella and RLJ Entertainment, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35675) filed on November 7, 2013).

	10.20†	Separation Agreement, dated as of April 23, 2013, by and between John Hyde, Image Entertainment, Inc. and RLJ Entertainment, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35675) filed on August 5, 2013).

	14.1	Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on October 10, 2012).

	21.1*	Subsidiaries of the Registrant.

	23.1*	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.

	31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

	31.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

	32.1*	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.

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	99.1	Acorn Financial Information (incorporated by reference to Exhibit 99.5 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on October 10, 2012).

	99.2	Unaudited Pro Forma Condensed Combined Financial Information (incorporated by reference to Exhibit 99.6 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on October 10, 2012).

	99.3	Agatha Christie Limited Audited Consolidated Financial Statements for the period ended December 31, 2012 (incorporated by reference to Exhibit 99.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-35675) filed on April 10, 2013).

	99.4*	Agatha Christie Limited Audited Consolidated Financial Statements for the period ended December 31, 2013 and 2012.

	99.5	RLJ Entertainment, Inc. Investor Presentation (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35675) filed on September 24, 2013).

	101.INS*	XBRL Instance Document

	101.SCH*	XBRL Taxonomy Extension Schema Document

	101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document

	101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

	101.LAB*	XBRL Taxonomy Extension Label Linkbase Document

	101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

†	Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	RLJ ENTERTAINMENT, INC.
	A Nevada corporation

Dated: March 19, 2014	/s/ MIGUEL PENELLA
	MIGUEL PENELLA
	Chief Executive Officer
	(Principal Executive Officer)

Dated: March 19, 2014	/s/ ANDREW S. WILSON
	ANDREW S. WILSON
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: March 19, 2014	/s/ MIGUEL PENELLA
	MIGUEL PENELLA
	Chief Executive Officer and Director
	(Principal Executive Officer)

Dated: March 19, 2014	/s/ ANDREW S. WILSON
	ANDREW S. WILSON
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Dated: March 19, 2014	/s/ ROBERT L. JOHNSON
	ROBERT L. JOHNSON
	Chairman of the Board

Dated: March 19, 2014	/s/ PETER EDWARDS
	PETER EDWARDS
	Non-Executive Vice Chairman

Dated: March 19, 2014	/s/ H. VAN SINCLAIR
	H. VAN SINCLAIR
	Director

Dated: March 19, 2014	/s/ TYRONE BROWN
	TYRONE BROWN
	Director

Dated: March 19, 2014	/s/ MORRIS GOLDFARB
	MORRIS GOLDFARB
	Director

Dated: March 19, 2014	/s/ ANDOR M. LASZLO
	ANDOR M. LASZLO
	Director

Dated: March 19, 2014	/s/ LISA W. WARDELL
	LISA W. WARDELL
	Director

Dated: March 19, 2014	/s/ SCOTT R. ROYSTER
	SCOTT R. ROYSTER
	Director

Nevada		45-4950432
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification Number)

Title of Each Class:	Name of Each Exchange on Which Registered:
Common Stock, par value $0.001	NASDAQ Capital Market

Large accelerated filer o	Accelerated filer o	Non- accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

	Common Stock				Warrants
	High		Low		High		Low
2013
First quarter	$	5.19	$	3.55	$	0.28	$	0.15
Second quarter	$	4.90	$	3.66	$	0.22	$	0.17
Third quarter	$	6.07	$	4.50	$	0.37	$	0.22
Fourth quarter	$	5.36	$	4.06	$	0.50	$	0.21

2012
Fourth quarter	$	8.90	$	4.71	$	0.45	$	0.22

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet be Purchased Under Publicly Announced Plans or Programs

October 1, 2013 to October 31, 2013		24,080	$	5.17		129,678	$	1,300,618

November 1, 2013 to November 31, 2013		15,143	$	5.04		144,821	$	1,224,352

December 1, 2013 to December 31, 2013		87,710	$	4.12		232,531	$	863,241

		126,933	$	4.43		507,030

PART I			4

	ITEM 1.	Business	4
	ITEM 1A.	Risk Factors	20
	ITEM 1B.	Unresolved Staff Comments	28
	ITEM 2.	Properties	29
	ITEM 3.	Legal Proceedings	29
	ITEM 4.	Mine Safety Disclosures	29

PART II			30

	ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
	ITEM 6.	Selected Financial Data	32
	ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
	ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	55
	ITEM 8.	Financial Statements and Supplementary Data	56
	ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	109
	ITEM 9A.	Controls and Procedures	109
	ITEM 9B.	Other Information	110

PART III			111

	ITEM 10.	Directors, Executive Officers and Corporate Governance	111
	ITEM 11.	Executive Compensation	111
	ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	111
	ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	111
	ITEM 14.	Principal Accountant Fees and Services	111

PART IV			112

	ITEM 15.	Exhibits and Financial Statement Schedules	112

SIGNATURES			116

CERTIFICATIONS

Location	Primary Purpose	Lease Expiration	Reporting Segment ⁽¹⁾
Silver Spring, MD	Executive Office/Administrative/Sales/ Content Acquisition	November 15, 2020	Corporate
Woodland Hills, CA	Administrative/Sales/Content Acquisition	June 30, 2021	Wholesale
Stillwater, MN	Sales and Administration for Direct-to-Consumer	April 30, 2015	Direct-to-Consumer
London, England	Content Development and Production/Sales/ Administration for the U.K., including ACL	July 1, 2018	IP Licensing/Wholesale/ Direct-to-Consumer
Sydney, Australia	Sales/Administration for the Direct to Consumer	February 28, 2015	Wholesale

	Year Ended December 31,
(In thousands)	2013 Actual			2012 Pro Forma ^{(1), (2)}
				(unaudited)
Revenues	$	164,830		$	181,044
Costs of sales		132,631			127,038
Gross profit		32,199			54,006
Selling, general and administrative expenses		55,814			68,449
Loss from operations		(23,615	)		(14,443	)
Equity earnings of affiliates		3,296			2,013
Interest expense, net		(8,279	)		(7,752	)
Other income (expense)		(278	)		208
Provision for income taxes		(2,201	)		(705	)
Net loss	$	(31,077	)	$	(20,679	)

Adjusted EBITDA⁽³⁾	$	13,656		$	9,140

	For the year ended December 31,
(In thousands)	2013 Actual		2012 Pro Forma
			(unaudited)
IP Licensing	$	8,019	$	––
Wholesale		115,397		141,548
Direct-to-Consumer		41,414		39,496
Net revenues by segment	$	164,830	$	181,044

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	Page

Reports of Independent Registered Public Accounting Firms	57

Consolidated Balance Sheets as of December 31, 2013 and 2012	59

Consolidated Statements of Operations for the year ended December 31, 2013, and the periods ended December 31, 2012, and October 2, 2012	60

Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2013, and the periods ended December 31, 2012, and October 2, 2012	61

Consolidated Statements of Equity for the year ended December 31, 2013, and the periods ended December 31, 2012, and October 2, 2012	62

Consolidated Statements of Cash Flows for the year ended December 31, 2013, and the periods ended December 31, 2012, and October 2, 2012	64

Notes to Consolidated Financial Statements	66