CIDM-06.30.13-10Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q
 
(Mark One)
x     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal period ended: June 30, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from --- to ---
 
Commission File Number: 000-31810
___________________________________
Cinedigm Digital Cinema Corp.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware
 
22-3720962
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
 
 
 
902 Broadway, 9th Floor New York, NY
 
10010
(Address of principal executive offices)
 
(Zip Code)
(212) 206-8600
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
 
Yes x No o
 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
 
Yes x No o
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company  x
 
 
(Do not check if a smaller reporting company)
 
 
 
 
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x

As of August 12, 2013, 52,981,677 shares of Class A Common Stock, $0.001 par value were outstanding.






CINEDIGM DIGITAL CINEMA CORP.
TABLE OF CONTENTS
 
Page
 
PART I --
FINANCIAL INFORMATION
 
Item 1.
Financial Statements (Unaudited)
 
Condensed Consolidated Balance Sheets at June 30, 2013 (Unaudited) and March 31, 2013
 
Unaudited Condensed Consolidated Statements of Operations for the Three Months ended June 30, 2013 and 2012
 
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended June 30, 2013 and 2012
 
Notes to Unaudited Condensed Consolidated Financial Statements
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 4.
Controls and Procedures
PART II --
OTHER INFORMATION
Item 1.
Legal Proceedings
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.
Defaults Upon Senior Securities
Item 4.
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
Signatures
 
Exhibit Index
 





PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

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

    
 
June 30, 2013
 
March 31, 2013

ASSETS
(Unaudited)
 
 
Current assets
 
 
 
Cash and cash equivalents
$
13,611

 
$
13,448

Accounts receivable, net
34,798

 
31,695

Deferred costs, current portion
1,271

 
1,238

Unbilled revenue, current portion
6,949

 
9,989

Prepaid and other current assets
7,415

 
6,101

Note receivable, current portion
316

 
331

Total current assets
64,360

 
62,802

 
 
 
 
Restricted cash
6,753

 
6,751

Security deposits
218

 
218

Property and equipment, net
161,377

 
170,511

Intangible assets, net
12,423

 
12,848

Capitalized software costs, net
7,500

 
7,083

Goodwill
12,739

 
12,739

Deferred costs, net of current portion
7,683

 
7,396

Unbilled revenue, net of current portion
480

 
543

Accounts receivable, long-term
1,556

 
1,225

Note receivable, net of current portion
136

 
130

Investment in non-consolidated entity, net
560

 
1,812

Total assets
$
275,785

 
$
284,058


See accompanying notes to Unaudited Condensed Consolidated Financial Statements

3



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

    
 
 
June 30, 2013
 
March 31, 2013
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
(Unaudited)
 
 
Current liabilities
 
 
 
 
Accounts payable and accrued expenses
 
$
47,832

 
$
40,320

Current portion of notes payable, non-recourse
 
34,466

 
34,447

Current portion of capital leases
 
132

 
132

Current portion of deferred revenue
 
3,664

 
3,900

Current portion of contingent consideration for business combination
 
1,500

 
1,500

Total current liabilities
 
87,594

 
80,299

 
 
 
 
 
Notes payable, non-recourse, net of current portion
 
195,305

 
203,462

Capital leases, net of current portion
 
4,355

 
4,386

Interest rate derivatives
 
131

 
544

Deferred revenue, net of current portion
 
10,563

 
10,931

Contingent consideration, net of current portion
 
1,787

 
1,750

Total liabilities
 
299,735

 
301,372

Commitments and contingencies (see Note 7)
 

 


Stockholders’ Deficit
 
 
 
 
Preferred stock, 15,000,000 shares authorized; Series A 10% - $0.001 par value per share; 20 shares authorized; 7 shares issued and outstanding at June 30, 2013 and March 31, 2013, respectively. Liquidation preference of $3,582
 
3,493

 
3,466

Class A common stock, $0.001 par value per share; 118,759,000 shares authorized; 48,506,281 and 48,448,137 shares issued and 48,455,281 and 48,396,697 shares outstanding at June 30, 2013 and March 31, 2013, respectively
 
48

 
48

Class B common stock, $0.001 par value per share; 1,241,000 shares authorized and issued, 0 shares outstanding at June 30, 2013 and March 31, 2013
 

 

Additional paid-in capital
 
222,224

 
221,810

Treasury stock, at cost; 51,440 Class A shares
 
(172
)
 
(172
)
Accumulated deficit
 
(249,543
)
 
(242,466
)
Total stockholders’ deficit
 
(23,950
)
 
(17,314
)
Total liabilities and stockholders’ deficit
 
$
275,785

 
$
284,058


See accompanying notes to Unaudited Condensed Consolidated Financial Statements



4



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

    
 
For the Three Months Ended June 30,
 
2013
 
2012
(As Adjusted - See Note 1)
Revenues
$
19,625

 
$
20,904

Costs and expenses:
 
 
 
Direct operating (exclusive of depreciation and amortization shown below)
4,491

 
2,435

Selling, general and administrative
7,123

 
5,893

Provision for doubtful accounts
62

 
76

Research and development
28

 
38

Merger and acquisition expenses

 
1,267

Depreciation and amortization of property and equipment
9,275

 
9,097

Amortization of intangible assets
425

 
158

Total operating expenses
21,404

 
18,964

(Loss) income from operations
(1,779
)
 
1,940

Interest income
15

 
19

Interest expense
(4,934
)
 
(7,477
)
(Loss) income on investment in non-consolidated entity
(1,252
)
 
31

Other income, net
133

 
198

Change in fair value of interest rate derivatives
829

 
421

Loss from continuing operations before benefit from income taxes
(6,988
)
 
(4,868
)
Benefit from income taxes

 
5,019

(Loss) income from continuing operations
(6,988
)
 
151

Loss from discontinued operations

 
(284
)
Net loss
(6,988
)
 
(133
)
Preferred stock dividends
(89
)
 
(89
)
Net loss attributable to common stockholders
$
(7,077
)
 
$
(222
)
Net loss per Class A and Class B common share attributable to common shareholders - basic and diluted:
 
 
 
Loss from continuing operations
$
(0.15
)
 
$

Loss from discontinued operations

 
(0.01
)
 
$
(0.15
)
 
$
(0.01
)
Weighted average number of Class A and Class B common shares outstanding: basic and diluted
48,357,020

 
45,119,838


See accompanying notes to Unaudited Condensed Consolidated Financial Statements



5



CINEDIGM DIGITAL CINEMA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
    
 
For the Three Months Ended June 30,
 
2013
 
2012
(As Adjusted -
See Note 1)
Cash flows from operating activities
 
 
 
Net loss
$
(6,988
)
 
$
(133
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation and amortization of property and equipment and
     amortization of intangible assets
9,700

 
9,255

Amortization of capitalized software costs
314

 
250

Amortization of debt issuance costs
288

 
572

Provision for doubtful accounts
62

 
76

Stock-based compensation
737

 
791

Change in fair value of interest rate derivatives
(829
)
 
(421
)
Accretion and PIK interest expense added to note payable
472

 
2,456

Loss (income) on investment in non-consolidated entity
1,252

 
(31
)
Benefit from deferred income taxes

 
(5,019
)
Changes in operating assets and liabilities, net of acquisition:
 
 
 
     Accounts receivable
(3,496
)
 
1,346

     Unbilled revenue
3,103

 
(1,310
)
     Prepaid expenses and other current assets
(1,314
)
 
(1,930
)
     Other assets
(599
)
 
(188
)
     Accounts payable and accrued expenses
7,216

 
(2,907
)
     Deferred revenue
(604
)
 
(742
)
     Other liabilities
364

 
(95
)
Net cash provided by operating activities
9,678

 
1,970

Cash flows from investing activities:
 
 
 
Purchase of New Video Group, Inc., net of cash acquired of $6,873

 
(3,127
)
Purchases of property and equipment
(141
)
 
(2,007
)
Purchases of intangible assets

 
(9
)
Additions to capitalized software costs
(731
)
 
(776
)
Sales/maturities of restricted available-for-sale investments

 
9,477

Restricted cash
(2
)
 

Net cash (used in) provided by investing activities
(874
)
 
3,558

Cash flows from financing activities:
 
 
 
Repayment of notes payable
(8,610
)
 
(15,594
)
Proceeds from notes payable

 
1,799

Principal payments on capital leases
(31
)
 
(42
)
Proceeds from issuance of Class A common stock

 
11,002

   Costs associated with issuance of Class A common stock

 
(1,024
)
Net cash used in financing activities
(8,641
)
 
(3,859
)
Net change in cash and cash equivalents
163

 
1,669

Cash and cash equivalents at beginning of period
13,448

 
17,843

Cash and cash equivalents at end of period
$
13,611

 
$
19,512


See accompanying notes to Unaudited Condensed Consolidated Financial Statements



6



CINEDIGM DIGITAL CINEMA CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
($ in thousands, except for share and per share data)
(Unaudited)

1.
NATURE OF OPERATIONS

Cinedigm Digital Cinema Corp. was incorporated in Delaware on March 31, 2000 (“Cinedigm”, and collectively with its subsidiaries, the “Company”).

Over the past decade, the Company has played a significant role in the digital distribution revolution that continues to transform the media landscape. In addition to its pioneering role in transitioning almost 12,000 movie screens from traditional film prints to digital distribution, the Company continues to advance worldwide cinema modernization with its suite of software products allowing exhibitors and distributors to manage their newly digital businesses with efficiency, insight and lower costs. And, as a leading distributor of independent content, the Company collaborates with producers and the exhibition community to market, source, curate and distribute quality content to targeted and profitable audiences through (i) theatrical releases, (ii) existing and emerging digital home entertainment platforms, including iTunes, Amazon Prime, Netflix, xBox, Playstation, and cable video-on-demand ("VOD") and (iii) physical goods, including DVD and Blu-ray.

The Company reports its financial results in four primary segments as follows: (1) the first digital cinema deployment (“Phase I Deployment”), (2) the second digital cinema deployment (“Phase II Deployment”), (3) digital cinema services (“Services”) and (4) media content and entertainment (“Content & Entertainment”).  The Phase I Deployment and Phase II Deployment segments are the non-recourse, financing vehicles and administrators for the Company's digital cinema equipment (the “Systems”) installed in movie theatres nationwide.  The Services segment provides services, software and support to the Phase I Deployment and Phase II Deployment segments as well as directly to exhibitors and other third party customers.  Included in these services are Systems management services for a specified fee via service agreements with Phase I Deployment and Phase II Deployment as well as third party exhibitors as buyers of their own digital cinema equipment; and software license, maintenance and consulting services to Phase I and Phase II Deployment, various other exhibitors, studios and other content organizations.  These services primarily facilitate the conversion from analog to digital cinema and have positioned the Company at what it believes to be the forefront of a rapidly developing industry relating to the distribution and management of digital cinema and other content to theatres and other remote venues worldwide.  The Content & Entertainment segment provides content marketing and distribution services in both theatrical and ancillary home entertainment markets to alternative and independent movie content owners and to theatrical exhibitors.

Purchase of New Video Group

On April 19, 2012, the Company entered into a stock purchase agreement for the purchase of all of the issued and outstanding capital stock of New Video Group, Inc. ("New Video"). Upon concluding the purchase price allocation for the purchase of New Video ("New Video Acquisition") in the fourth quarter of the fiscal year ended March 31, 2013, a measurement period adjustment was made to establish a deferred tax liability with a corresponding increase in goodwill at the acquisition date. As a result of this adjustment and the assessment of its consolidated tax filing status, the Company determined it was appropriate to release a portion of its deferred tax valuation allowance established prior to the New Video Acquisition. The release of the deferred tax valuation allowance was recorded outside of acquisition accounting in accordance with the accounting guidance. Accordingly, the previously reported condensed consolidated statement of operations for the three months ended June 30, 2012 has been revised as follows:


7



 
As Previously Reported
 
As Adjusted
 
Change
Condensed consolidated statement of operations
 
 
 
 
 
Loss from continuing operations before benefit from income taxes
$
(4,868
)
 
$
(4,868
)
 
$

Benefit from income taxes

 
5,019

 
5,019

(Loss) income from continuing operations
(4,868
)
 
151

 
5,019

Net loss
(5,152
)
 
(133
)
 
5,019

Net loss attributable to common stockholders
(5,241
)
 
(222
)
 
5,019

 
 
 
 
 
 
Net loss per Class A and Class B common share attributable to common shareholders - basic and diluted:
 
 
 
 
 
Loss from continuing operations
$
(0.11
)
 
$

 
$
0.11

Loss from discontinued operations
(0.01
)
 
(0.01
)
 

 
$
(0.12
)
 
$
(0.01
)
 
$
0.11


2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND CONSOLIDATION

The Company has incurred net losses historically and has an accumulated deficit of $249,543 as of June 30, 2013. The Company also has significant contractual obligations related to its non-recourse debt for the fiscal year ended March 31, 2014 and beyond. The Company may continue to generate net losses for the foreseeable future. Based on the Company’s cash position at June 30, 2013, and expected cash flows from operations, management believes that the Company has the ability to meet its obligations through at least June 30, 2014. Failure to generate additional revenues, raise additional capital or manage discretionary spending could have an adverse effect on the Company’s financial position, results of operations or liquidity.

The Company’s condensed consolidated financial statements include the accounts of Cinedigm, Access Digital Media, Inc. (“AccessDM”), Hollywood Software, Inc. d/b/a Cinedigm Software (“Software”), FiberSat Global Services, Inc. d/b/a Cinedigm Satellite and Support Services (“Satellite”), ADM Cinema Corporation (“ADM Cinema”) d/b/a the Pavilion Theatre (certain assets and liabilities of which were sold in May 2011), Christie/AIX, Inc. ("C/AIX") d/b/a Cinedigm Digital Cinema (“Phase 1 DC”), USM (sold in September 2011), Vistachiara Productions, Inc. f/k/a The Bigger Picture, currently d/b/a Cinedigm Content and Entertainment Group, New Video Group, Inc. ("New Video"), Access Digital Cinema Phase 2 Corp. (“Phase 2 DC”), Cinedigm Digital Cinema Australia Pty Ltd, Access Digital Cinema Phase 2 B/AIX Corp. (“Phase 2 B/AIX”), Cinedigm Digital Funding I, LLC (“CDF I”) and Cinedigm DC Holdings LLC ("DC Holdings LLC"). Content and Entertainment Group and New Video are together referred to as CEG. AccessDM and Satellite are together referred to as DMS (the majority of which was sold in November, 2011 and remaining assets of which were sold in May 2012). All intercompany transactions and balances have been eliminated in consolidation.

The condensed consolidated balance sheet as of March 31, 2013, which has been derived from audited financial statements, and
the unaudited interim condensed consolidated financial statements were prepared following the interim reporting requirements of the Securities and Exchange Commission (“SEC”). They do not include all disclosures normally made in financial statements contained in the Form 10-K. In management’s opinion, all adjustments necessary for a fair presentation of financial position, the results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the periods presented have been made. The results of operations for the respective interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013 filed with the SEC on June 20, 2013 (the “Form 10-K”).

INVESTMENT IN NON-CONSOLIDATED ENTITY

The Company indirectly owns 100% of the common equity of CDF2 Holdings, LLC ("Holdings"), which is a Variable Interest Entity (“VIE”), as defined in Accounting Standards Codification Topic 810 ("ASC 810"), “Consolidation". The Company has determined that it is not the primary beneficiary of Holdings in accordance with ASC 810, and it accounts for its investment in Holdings under the equity method of accounting. The Company's net investment in Holdings is reflected as “Investment in non-consolidated entity, net" in the accompanying condensed consolidated balance sheets. See Note 4 for further discussion.

8




RECLASSIFICATION

Certain reclassifications, principally for income taxes, have been made to the fiscal period ended June 30, 2012 financial statements to conform to the current fiscal period ended June 30, 2013 presentation.

USE OF ESTIMATES

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include the adequacy of accounts receivable reserves, assessment of goodwill and intangible asset impairment and valuation reserve for income taxes, among others. Actual results could differ from these estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be “cash equivalents.” The Company maintains bank accounts with major banks, which from time to time may exceed the Federal Deposit Insurance Corporation’s insured limits. The Company periodically assesses the financial condition of the institutions and believes that the risk of any loss is minimal.

ACCOUNTS RECEIVABLE

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. Allowance for doubtful accounts amounted to $712 and $699 as of June 30, 2013 and March 31, 2013, respectively.

Accounts receivable, long-term result from up-front activation fees earned from the Company's Systems deployments with extended payment terms that are discounted to their present value at prevailing market rates.

RESTRICTED CASH

In connection with the 2013 Term Loans issued in February 2013 and 2013 Prospect Loan Agreement issued in February 2013 (collectively, see Note 5), the Company maintains cash restricted for repaying interest on the respective loans as follows:
 
 
As of June 30, 2013
 
As of March 31, 2013
Reserve account related to the 2013 Term Loans (See Note 5)
 
$
5,753

 
$
5,751

Reserve account related to the 2013 Prospect Loan Agreement (See Note 5)
 
1,000

 
1,000

 
 
$
6,753

 
$
6,751


DEFERRED COSTS

Deferred costs primarily consist of unamortized debt issuance costs related to the 2013 Term Loans and 2013 Prospect Loan (see Note 5) which are amortized under the effective interest rate method over the terms of the respective debt.  All other unamortized debt issuance costs are amortized on a straight-line basis over the term of the respective debt. For such debt, amortization on a straight-line basis is not materially different from the effective interest method.  

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows:

9



Computer equipment and software
3 - 5 years
Digital cinema projection systems
10 years
Machinery and equipment
3 - 10 years
Furniture and fixtures
3 - 6 years
Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the leasehold improvements. Maintenance and repair costs are charged to expense as incurred. Major renewals, improvements and additions are capitalized.  Upon the sale or other disposition of any property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and the gain or loss on disposal is included in the condensed consolidated statements of operations.

ACCOUNTING FOR DERIVATIVE ACTIVITIES

Derivative financial instruments are recorded at fair value. In May 2010, the Company settled the interest rate swap in place with respect to its previous credit facility. The Company had three separate interest rate swap agreements (the “Interest Rate Swaps”) to limit the Company’s exposure to changes in interest rates related to the 2013 Term Loans which matured in June 2013.  Additionally, the Company entered into two separate interest rate cap transactions during the fiscal year ended March 31, 2013 to limit the Company's exposure to interest rates related to the 2013 Term Loans and 2013 Prospect Loan. Changes in fair value of derivative financial instruments are either recognized in accumulated other comprehensive loss (a component of stockholders' deficit) or in the condensed consolidated statements of operations depending on whether the derivative qualifies for hedge accounting.  The Company has not sought hedge accounting treatment for these instruments and therefore, changes in the value of its Interest Rate Swaps and caps were recorded in the condensed consolidated statements of operations (See Note 5).

FAIR VALUE MEASUREMENTS

The fair value measurement disclosures are grouped into three levels based on valuation factors:
 
Level 1 – quoted prices in active markets for identical investments
Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)
Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)
 
Assets and liabilities measured at fair value on a recurring basis use the market approach, where prices and other relevant information are generated by market transactions involving identical or comparable assets or liabilities.

The following tables summarize the levels of fair value measurements of the Company’s financial assets:

 
 
As of June 30, 2013
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Restricted cash
 
$
6,753

 
$

 
$

 
$
6,753

Interest rate derivatives
 

 
(131
)
 

 
(131
)
Contingent consideration
 

 

 
(3,287
)
 
(3,287
)
 
 
$
6,753

 
$
(131
)
 
$
(3,287
)
 
$
3,335

 
 
As of March 31, 2013
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash equivalents
 
$
1,004

 
$

 
$

 
$
1,004

Restricted cash
 
6,751

 

 

 
6,751

Interest rate derivatives
 

 
(544
)
 

 
(544
)
Contingent consideration
 

 

 
(3,250
)
 
(3,250
)
 
 
$
7,755

 
$
(544
)
 
$
(3,250
)
 
$
3,961


Contingent consideration is a liability to the sellers of New Video based upon its business unit financial performance target in each of the fiscal years ended March 31, 2014 and 2015. The estimates of the fair value of the contingent consideration arrangement

10



was estimated by using the current forecast of New Video adjusted EBITDA, as defined by the New Video stock purchase agreement. That measure is based on significant inputs that are not observable in the market, which are considered Level 3 inputs.

The following change in contingent consideration liabilities during the three months ended June 30, 2013 were as follows:
Balance at March 31, 2013
 
$
3,250

Change in fair value
 
37

Balance at June 30, 2013
 
$
3,287


Key assumptions include a discount rate of 7% and that New Video will achieve 100% of its business unit financial performance target in each of the two fiscal years described above, resulting in a payment of 75% of the maximum contingent consideration amount. As of June 30, 2013, the remaining amount of contingent consideration arrangements, the range of outcomes and the assumptions used to develop the estimate had not changed.

The Company’s cash and cash equivalents, accounts receivable, unbilled revenue and accounts payable and accrued expenses are financial instruments and are recorded at cost in the condensed consolidated balance sheets. The estimated fair values of these financial instruments approximate their carrying amounts because of their short-term nature.  The carrying amount of accounts receivable, long-term and notes receivable approximates fair value based on the discounted cash flows of that instrument using current assumptions at the balance sheet date. The fair value of fixed rate and variable rate debt is estimated by management based upon current interest rates available to the Company at the respective balance sheet date for arrangements with similar terms and conditions.  Based on borrowing rates currently available to the Company for loans with similar terms, the carrying value of notes payable and capital lease obligations approximates fair value.

IMPAIRMENT OF LONG-LIVED AND FINITE-LIVED ASSETS

The Company reviews the recoverability of its long-lived assets and finite-lived intangible assets, when events or conditions occur that indicate a possible impairment exists. The assessment for recoverability is based primarily on the Company’s ability to recover the carrying value of its long-lived and finite-lived assets from expected future undiscounted net cash flows. If the total of expected future undiscounted net cash flows is less than the total carrying value of the assets the asset is deemed not to be recoverable and possibly impaired.  The Company then estimates the fair value of the asset to determine whether an impairment loss should be recognized.  An impairment loss will be recognized if the difference between the fair value and the carrying value of the asset exceeds its fair value.  Fair value is determined by computing the expected future undiscounted cash flows.  During the three months ended June 30, 2013 and 2012, no impairment charge from continuing operations for long-lived assets or finite-lived assets was recorded.

GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS

Goodwill is the excess of the purchase price paid over the fair value of the net assets of an acquired business. Goodwill and intangible assets with indefinite lives are not amortized; rather, they are tested for impairment on at least an annual basis.

The Company’s process of evaluating goodwill for impairment involves the determination of fair value of its goodwill reporting units: Software and CEG. The Company conducts its annual goodwill impairment analysis during the fourth quarter of each fiscal year, measured as of March 31, unless triggering events occur which require goodwill to be tested at another date.

Information related to the goodwill allocated to the Company's reportable segments is detailed below:
 
 
Phase I
 
Phase II
 
Services
 
Content & Entertainment
 
Corporate
 
Consolidated
As of March 31, 2013
 
$

 
$

 
$
4,197

 
$
8,542

 
$

 
$
12,739

As of June 30, 2013
 
$

 
$

 
$
4,197

 
$
8,542

 
$

 
$
12,739


CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Software development costs for software to be sold, licensed or otherwise marketed that are incurred subsequent to establishing technological feasibility, when it is determined that the software can be produced to meet its design specifications, are capitalized until the product is available for general release. Amounts capitalized as software development costs are amortized using the greater of recognized revenues during the period compared to the total estimated revenues to be earned or on a straight-line basis over estimated lives, generally 5 years, except for deployment software which is for 10 years. The Company reviews capitalized

11



software costs to determine if any impairment exists on a periodic basis. Amortization of capitalized software development costs, included in direct operating costs, for the three months ended June 30, 2013 and 2012 amounted to $314 and $250, respectively.

REVENUE RECOGNITION

Phase I Deployment and Phase II Deployment

Virtual print fees (“VPFs”) are earned pursuant to contracts with movie studios and distributors, whereby amounts are payable by a studio to Phase 1 DC, CDF I and to Phase 2 DC when movies distributed by the studio are displayed on screens utilizing the Company’s Systems installed in movie theatres.  VPFs are earned and payable to Phase 1 DC and CDF I based on a defined fee schedule with a reduced VPF rate year over year until the sixth year at which point the VPF rate remains unchanged through the tenth year.  One VPF is payable for every digital title displayed per System. The amount of VPF revenue is dependent on the number of movie titles released and displayed using the Systems in any given accounting period. VPF revenue is recognized in the period in which the digital title first plays on a System for general audience viewing in a digitally-equipped movie theatre, as Phase 1 DC’s, CDF I’s and Phase 2 DC’s performance obligations have been substantially met at that time.

Phase 2 DC’s agreements with distributors require the payment of VPFs, according to a defined fee schedule, for ten years from the date each system is installed; however, Phase 2 DC may no longer collect VPFs once “cost recoupment,” as defined in the agreements, is achieved.  Cost recoupment will occur once the cumulative VPFs and other cash receipts collected by Phase 2 DC have equaled the total of all cash outflows, including the purchase price of all Systems, all financing costs, all “overhead and ongoing costs”, as defined, and including the Company’s service fees, subject to maximum agreed upon amounts during the three-year rollout period and thereafter, plus a compounded return on any billed but unpaid overhead and ongoing costs, of 15% per year.  Further, if cost recoupment occurs before the end of the eighth contract year, a one-time “cost recoupment bonus” is payable by the studios to the Company.  Any other cash flows, net of expenses, received by Phase 2 DC following the achievement of cost recoupment are required to be returned to the distributors on a pro-rata basis. At this time, the Company cannot estimate the timing or probability of the achievement of cost recoupment.

Alternative content fees (“ACFs”) are earned pursuant to contracts with movie exhibitors, whereby amounts are payable to Phase 1 DC, CDF I and to Phase 2 DC, generally either a fixed amount or as a percentage of the applicable box office revenue derived from the exhibitor’s showing of content other than feature movies, such as concerts and sporting events (typically referred to as “alternative content”). ACF revenue is recognized in the period in which the alternative content first opens for audience viewing.

Revenues are deferred for up front exhibitor contributions and are recognized over the cost recoupment period, which is expected to be ten years.

Services

For software multi-element licensing arrangements that do not require significant production, modification or customization of the licensed software, revenue is recognized for the various elements as follows: revenue for the licensed software element is recognized upon delivery and acceptance of the licensed software product, as that represents the culmination of the earnings process and the Company has no further obligations to the customer, relative to the software license. Revenue earned from consulting services is recognized upon the performance and completion of these services. Revenue earned from annual software maintenance is recognized ratably over the maintenance term (typically one year).

Revenue is deferred in cases where:  (1) a portion or the entire contract amount cannot be recognized as revenue, due to non-delivery or pre-acceptance of licensed software or custom programming, (2) uncompleted implementation of application service provider arrangements (“ASP Service”), or (3) unexpired pro-rata periods of maintenance, minimum ASP Service fees or website subscription fees. As license fees, maintenance fees, minimum ASP Service fees and website subscription fees are often paid in advance, a portion of this revenue is deferred until the contract ends. Such amounts are classified as deferred revenue and are recognized as earned revenue in accordance with the Company’s revenue recognition policies described above.

Exhibitors who purchased and own Systems using their own financing in the Phase II Deployment, paid an upfront activation fee that is generally $2 thousand per screen to the Company (the “Exhibitor-Buyer Structure”).  These upfront activation fees are recognized in the period in which these exhibitor owned Systems are ready for content, as the Company has no further obligations to the customer, and are generally paid quarterly from VPF revenues over approximately one year.  Additionally, the Company recognizes activation fee revenue of between $1 thousand and $2 thousand on Phase 2 DC Systems and for Systems installed by Holdings upon installation and such fees are generally collected upfront upon installation. The Company will then manage the billing and collection of VPFs and will remit all VPFs collected to the exhibitors, less an administrative fee that will approximate up to 10% of the VPFs collected.

12




The administrative fee related to the Phase I Deployment approximates 5% of the VPFs collected and an incentive service fee equal to 2.5% of the VPFs earned by Phase 1 DC. This administrative fee is recognized in the period in which the billing of VPFs occurs, as performance obligations have been substantially met at that time.

Content & Entertainment

CEG earns fees for the distribution of content in the home entertainment markets via several distribution channels, including digital, video-on-demand, and physical goods (e.g. DVD and Blu-ray Disc). The fee rate earned by the Company varies depending upon the nature of the agreements with the platform and content providers. Generally, revenues are recognized at the availability date of the content for a subscription digital platform, at the time of shipment for physical goods, or point-of-sale for transactional and video-on-demand services.

CEG also has contracts for the theatrical distribution of third party feature movies and alternative content. CEG’s distribution fee revenue and CEG's participation in box office receipts is recognized at the time a feature movie and alternative content is viewed. CEG has the right to receive or bill a portion of the theatrical distribution fee in advance of the exhibition date, and therefore such amount is recorded as a receivable at the time of execution, and all related distribution revenue is deferred until the third party feature movies’ or alternative content’s theatrical release date.

DIRECT OPERATING COSTS

Direct operating costs consist of facility operating costs such as rent, utilities, real estate taxes, repairs and maintenance, royalty expenses, advertising, insurance and other related expenses, direct personnel costs, subcontractors and amortization of capitalized software development costs.

STOCK-BASED COMPENSATION

During the three months ended June 30, 2013 and 2012, the Company recorded employee and director stock-based compensation from continuing operations of $737 and $791, respectively.

The weighted-average grant-date fair value of options granted during the three months ended June 30, 2013 and 2012 was $0.89 and $0.93, respectively. There were 42,640 stock options exercised during the three months ended June 30, 2013. During the three months ended June 30, 2012, there were no exercises of stock options.

The Company estimated the fair value of stock options at the date of each grant using a Black-Scholes option valuation model with the following assumptions:
 
 
For the Three Months Ended June 30,
Assumptions for Option Grants
 
2013
 
2012
Range of risk-free interest rates
 
0.7 - 1.2%

 
0.7 - 0.9%

Dividend yield
 

 

Expected life (years)
 
5

 
5

Range of expected volatilities
 
 73.4 - 73.8%

 
75.7 - 76.2%


The risk-free interest rate used in the Black-Scholes option pricing model for options granted under the Company’s stock option plan awards is the historical yield on U.S. Treasury securities with equivalent remaining lives. The Company does not currently anticipate paying any cash dividends on common stock in the foreseeable future. Consequently, an expected dividend yield of zero is used in the Black-Scholes option pricing model.  The Company estimates the expected life of options granted under the Company’s stock option plans using both exercise behavior and post-vesting termination behavior, as well as consideration of outstanding options.   The Company estimates expected volatility for options granted under the Company’s stock option plans based on a measure of historical volatility in the trading market for the Company’s common stock.

Employee and director stock-based compensation expense related to the Company’s stock-based awards was as follows:

13



 
For the Three Months Ended June 30,
 
2013
 
2012
Direct operating
$
18

 
$
22

Selling, general and administrative
697

 
732

Research and development
22

 
37

 
$
737

 
$
791


NET LOSS PER SHARE

Basic and diluted net loss per common share has been calculated as follows:
Basic and diluted net loss per common share =
Net loss + preferred dividends
 
Weighted average number of common stock
 outstanding during the period

Shares issued and any shares that are reacquired during the period are weighted for the portion of the period that they are outstanding.

The Company incurred net losses for each of the three months ended June 30, 2013 and 2012 and, therefore, the impact of dilutive potential common shares from outstanding stock options and warrants, totaling 20,501,398 shares and 20,765,640 shares as of June 30, 2013 and 2012, respectively, were excluded from the computation as it would be anti-dilutive.

3.
DISCONTINUED OPERATIONS

For the three months ended June 30, 2012, the loss from discontinued operations is comprised of DMS. There is no tax provision or benefit related to any of the discontinued operations. The loss from discontinued operations was as follows:
Revenues
$
67

Costs and Expenses:
 
Direct operating (exclusive of depreciation and amortization shown below)
178

Selling, general and administrative
117

Provision for doubtful accounts
36

Total operating expenses
331

Loss from operations
(264
)
Other expense, net
(20
)
Loss from discontinued operations
$
(284
)

4. INVESTMENT IN NON-CONSOLIDATED ENTITY
 
Investment in Holdings
 
As discussed in Note 2, Holdings, a subsidiary of Phase 2 DC, which is wholly owned by the Company, and its wholly owned limited liability company, Cinedigm Digital Funding 2, LLC, were created for the purpose of capitalizing on the conversion of the exhibition industry from film to digital technology. Holdings assists customers in procuring the necessary equipment in the conversion of their Systems by providing the necessary financing, equipment, installation and related ongoing services. Holdings is a VIE, as defined in ASC 810, indirectly wholly owned by the Company. ASC 810 requires the consolidation of VIEs by an entity that has a controlling financial interest in the VIE which entity is thereby defined as the primary beneficiary of the VIE. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE's economic performance, among other factors. Although Holdings is indirectly wholly owned by the Company, a third party, which also has a variable interest in Holdings, along with an independent third party manager and the Company must mutually approve all business activities and transactions that significantly impact Holdings' economic performance. The Company has thus assessed its variable interests in Holdings and determined that it is not the primary beneficiary of Holdings and therefore accounts for its investment in Holdings under the equity method of accounting. In completing our assessment, the Company identified the activities that it considers most significant to the economic performance of Holdings and determined that we do not have the power to direct

14



those activities. As a result, Holdings' financial position and results of operations are not consolidated in the financial position and results of operations of the Company.

The Company's maximum exposure to loss as it relates to Holdings as of June 30, 2013 and March 31, 2013 includes:

The investment in the equity of Holdings of $560 and $1,812, respectively; and
Accounts receivable due from Holdings for service fees under its master service agreement of $426 and $396, respectively, included within accounts receivable, net on the accompanying condensed consolidated balance sheets.

During the three months ended June 30, 2013 and 2012, the Company received $262 and $424 in aggregate revenues through digital cinema servicing fees from Holdings, respectively, included in revenues on the accompanying condensed consolidated statements of operations.

The changes in the carrying amount of our investment in Holdings for the three months ended June 30, 2013 are as follows:
Balance at March 31, 2013
 
$
1,812

Equity in loss of Holdings
 
(1,252
)
Balance at June 30, 2013
 
$
560


5.
NOTES PAYABLE

Notes payable consisted of the following:
 
 
As of June 30, 2013
 
As of March 31, 2013
Notes Payable
 
Current Portion
 
Long Term Portion
 
Current Portion
 
Long Term Portion
2013 Term Loans, net of debt discount
 
$
26,250

 
$
89,674

 
$
26,250

 
$
96,207

2013 Prospect Loan Agreement
 

 
70,595

 

 
70,151

KBC Facilities
 
8,059

 
34,189

 
8,059

 
36,205

P2 Vendor Note
 
91

 
534

 
74

 
569

P2 Exhibitor Notes
 
66

 
313

 
64

 
330

Total non-recourse notes payable
 
$
34,466

 
$
195,305

 
$
34,447

 
$
203,462


Non-recourse debt is generally defined as debt whereby the lenders’ sole recourse with respect to defaults by the Company is limited to the value of the asset collateralized by the debt.  The 2013 Term Loans are not guaranteed by the Company or its other subsidiaries, other than Phase 1 DC. The 2013 Prospect Loan Agreement is not guaranteed by the Company or its other subsidiaries and the service fees of Phase 1 DC and Phase 2 DC were assigned by the Company to DC Holdings LLC. The KBC Facilities, the P2 Vendor Note and the P2 Exhibitor Notes are not guaranteed by the Company or its other subsidiaries, other than Phase 2 DC.

On February 28, 2013, CDF I entered into an amended and restated credit agreement (the “2013 Credit Agreement”) with Société Générale, New York Branch, as administrative agent and collateral agent for the lenders party thereto and certain other secured parties (the “Collateral Agent”), and the lenders party thereto. The 2013 Credit Agreement amended and restated the 2010 Credit Agreement. The primary changes effected by the Amended and Restated Credit Agreement were (i) changing the aggregate principal amount of the term loans to $130,000, which included an assignment of $5,000 of the principal balance to an affiliate of CDF I, (ii) changing the interest rate (described further below) and (iii) extending the term of the credit facility to February 2018. The proceeds of the term loans ("2013 Term Loans") under the 2013 Credit Agreement were used by CDF I to refinance the 2010 Credit Agreement.

Under the 2013 Credit Agreement, each of the 2013 Term loans bears interest, at the option of CDF I and subject to certain conditions, based on the base rate (generally, the bank prime rate) or the LIBOR rate set at a minimum of 1.00%, plus a margin of 1.75% (in the case of base rate loans) or, 2.75% (in the case of LIBOR rate loans). All collections and revenues of CDF I are deposited into designated accounts, from which amounts are paid out on a monthly basis to pay certain operating expenses and principal, interest, fees, costs and expenses relating to the 2013 Credit Agreement according to certain designated priorities. On a quarterly basis, if funds remain after the payment of all such amounts, they will be applied to prepay the 2013 Term Loans. The 2013 Term Loans mature and must be paid in full by February 28, 2018. In addition, CDF I may prepay the 2013 Term Loans, in

15



whole or in part, subject to paying certain breakage costs, if applicable, and a 1.0% prepayment premium if a prepayment is made during the first year of the 2013 Term Loans.

The 2013 Credit Agreement also requires each of CDF I’s existing and future direct and indirect domestic subsidiaries (the "Guarantors") to guarantee, under an Amended and Restated Guaranty and Security Agreement dated as of February 28, 2013 by and among CDF I, the Guarantors and the Collateral Agent (the “Guaranty and Security Agreement”), the obligations under the 2013 Credit Agreement, and all such obligations to be secured by a first priority perfected security interest in all of the collective assets of CDF I and the Guarantors, including real estate owned or leased, and all capital stock or other equity interests in C/AIX, the direct holder of CDF I’s equity, CDF I and CDF I’s subsidiaries. In connection with the 2013 Credit Agreement, AccessDM, a wholly-owned subsidiary of the Company and the direct parent of C/AIX, entered into an amended and restated pledge agreement dated as of February 28, 2013 (the “AccessDM Pledge Agreement”) in favor of the Collateral Agent pursuant to which AccessDM pledged to the Collateral Agent all of the outstanding shares of common stock of C/AIX, and C/AIX entered into an amended and restated pledge agreement dated as of February 28, 2013 (the “C/AIX Pledge Agreement”) in favor of the Collateral Agent pursuant to which C/AIX pledged to the Collateral Agent all of the outstanding membership interests of CDF I. The 2013 Credit Agreement contains customary representations, warranties, affirmative covenants, negative covenants and events of default.

All collections and revenues of CDF I are deposited into designated accounts. These amounts are included in cash and cash equivalents in the consolidated balance sheets and are only available to pay certain operating expenses, principal, interest, fees, costs and expenses relating to the 2013 Credit Agreement, according to certain designated priorities, which totaled $4,676 and $6,787 as of June 30, 2013 and March 31, 2013, respectively.  The Company also set up a debt service fund under the 2013 Credit Agreement for future principal and interest payments, classified as restricted cash of $6,753 and $6,751 as of June 30, 2013 and March 31, 2013, respectively.

The balance of the 2013 Term Loans, net of the original issue discount, was as follows:
 
As of June 30, 2013
 
As of March 31, 2013
2013 Term Loans, at issuance, net
$
125,087

 
$
125,087

Payments to date
(8,837
)
 
(2,275
)
Discount on 2013 Term Loans
(326
)
 
(355
)
2013 Term Loans, net
115,924

 
122,457

Less current portion
(26,250
)
 
(26,250
)
Total long term portion
$
89,674

 
$
96,207


On February 28, 2013, DC Holdings LLC, AccessDM and Phase 2 DC entered into a term loan agreement (the “2013 Prospect Loan Agreement”) with Prospect Capital Corporation (“Prospect”), as administrative agent (the “Prospect Administrative Agent”) and collateral agent (the “Prospect Collateral Agent”) for the lenders party thereto, and the other lenders party thereto pursuant to which DC Holdings LLC borrowed 70,000 (the “2013 Prospect Loan”). The 2013 Prospect Loan, as subsequently amended, will bear interest annually in cash at LIBOR plus 9.00% (with a 2.00% LIBOR floor) and at 2.50% to be accrued as an increase in the aggregate principal amount of the 2013 Prospect Loan until the 2013 Credit Agreement is paid off, at which time all interest will be payable in cash.

The 2013 Prospect Loan matures on March 31, 2021. The 2013 Prospect Loan may be accelerated upon a change in control (as defined in the Term Loan Agreement) or other events of default as set forth therein and would be subject to mandatory acceleration upon an insolvency of DC Holdings LLC. The 2013 Prospect Loan is payable on a voluntary basis after the second anniversary of the initial borrowing in whole but not in part, subject to a prepayment penalty equal to 5.00% of the principal amount prepaid if the 2013 Prospect Loan is prepaid after the second anniversary but prior to the third anniversary of issuance, a prepayment penalty of 4.00% of the principal amount prepaid if the 2013 Prospect Loan is prepaid after such third anniversary but prior to the fourth anniversary of issuance, a prepayment penalty of 3.00% of the principal amount prepaid if the 2013 Prospect Loan is prepaid after such fourth anniversary but prior to the fifth anniversary of issuance, a prepayment penalty of 2.00% of the principal amount prepaid if the 2013 Prospect Loan is prepaid after such fifth anniversary but prior to the sixth anniversary of issuance, a prepayment penalty of 1.00% of the principal amount prepaid if the 2013 Prospect Loan is prepaid after such sixth anniversary but prior to the seventh anniversary of issuance, and without penalty if the 2013 Prospect Loan is prepaid thereafter, plus cash in an amount equal to the accrued and unpaid interest amount with respect to the principal amount through and including the prepayment date.

In connection with the 2013 Prospect Loan, the Company assigned to DC Holdings LLC its rights to receive servicing fees under the Company’s Phase I and Phase II deployments. Pursuant to a Limited Recourse Pledge Agreement (the “Limited Recourse Pledge”) executed by the Company and a Guaranty, Pledge and Security Agreement (the “Prospect Guaranty and Security Agreement”) among DC Holdings LLC, AccessDM, Phase 2 DC and Prospect, as Prospect Collateral Agent, the Prospect Loan

16



is secured by, among other things, a first priority pledge of the stock of Holdings owned by the Company, the stock of AccessDM owned by DC Holdings LLC and the stock of Phase 2 DC owned by the Company, and guaranteed by AccessDM and Phase 2 DC. The Company provides limited financial support to the 2013 Prospect Loan not to exceed $1,500 per year in the event financial performance does not meet certain defined benchmarks.

The 2013 Prospect Loan Agreement contains customary representations, warranties, affirmative covenants, negative covenants and events of default. The balance of the 2013 Prospect Loan Agreement at June 30, 2013 was as follows:
 
As of June 30, 2013
 
As of March 31, 2013
2013 Prospect Loan Agreement, at issuance
$
70,000

 
$
70,000

PIK Interest
595

 
151

2013 Prospect Loan Agreement, net
70,595

 
70,151

Less current portion

 

Total long term portion
$
70,595

 
$
70,151


CREDIT FACILITIES

In December 2008, Phase 2 B/AIX, a direct wholly-owned subsidiary of Phase 2 DC and an indirect wholly-owned subsidiary of the Company, began entering into multiple credit facilities to fund the purchase of Systems from Barco, Inc. to be installed in movie theatres as part of the Company’s Phase II Deployment. A summary of the credit facilities is as follows:

 
 
 
 
 
 
 
 
Outstanding Principal Balance
Facility1
 
Credit Facility
 
Interest Rate2
 
Maturity Date
 
As of June 30, 2013
 
As of March 31, 2013
1

 
$
8,900

 
8.5
%
 
December 2016
 
$

 
$

2

 
2,890

 
3.75
%
 
December 2017
 
1,858

 
1,961

3

 
22,336

 
3.75
%
 
September 2018
 
15,954

 
16,752

4

 
13,312

 
3.75
%
 
September 2018
 
9,984

 
10,459

5

 
11,425

 
3.75
%
 
March 2019
 
9,385

 
9,794

6

 
6,450

 
3.75
%
 
December 2018
 
5,067

 
5,298

 
 
$
65,313

 
 
 
 
 
$
42,248

 
$
44,264

1 For each facility, principal is to be repaid in twenty-eight quarterly installments.
2 The interest rate for facilities 2 through 6 are the three month LIBOR, plus the interest rate noted above.

At June 30, 2013, the Company was in compliance with all of its debt covenants.

6.
STOCKHOLDERS’ EQUITY

CAPITAL STOCK

COMMON STOCK

As of June 30, 2013 and March 31, 2013, the Company has 118,759,000 authorized shares of Class A Common Stock and 1,241,000 shares of authorized Class B Common Stock of which none remain available for issuance.

On June 26, 2013, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Merriman Capital, Inc. and National Securities Corporation (together, the “Underwriters”) pursuant to which the Underwriters agreed to act as underwriters of 3,780,718 shares of the Company’s Class A common stock at a purchase price equal to $1.2834 per share, representing a per security discount equal to 7.0% of the public offering price per security of $1.38 (the “Offering”). In July 2013, the Underwriters’ exercised an option in full to buy up to an additional 567,108 shares from the Company under the above referenced terms (the "Over-Allotment"). The Company also agreed to bear the expenses of the Offering. The Over-Allotment shares were issued and sold on July 10, 2013. Total proceeds from the issuance of the Company's Class A common stock, including the Over-Allotment, amounted to approximately $5,531, net of underwriting discount, during July 2013.


17



PREFERRED STOCK

Cumulative dividends in arrears on the preferred stock at June 30, 2013 and March 31, 2013 were $89 on each date.

CINEDIGM’S EQUITY INCENTIVE PLAN

Stock Options

During the three months ended June 30, 2013, the Company granted stock options to purchase 60,000 shares of its Class A Common Stock to its employees at exercise prices ranging from $1.41 to $1.53 per share, which will vest equally over a four year period.  As of June 30, 2013, the weighted average exercise price for outstanding stock options was $2.11 and the weighted average remaining contractual life was 6.83 years.
 
The following table summarizes the activity of the Plan related to shares issuable pursuant to outstanding options:
 
Shares Under Option
 
Weighted Average Exercise Price
Per Share
Balance at March 31, 2013
4,053,000

 
$
2.16

Granted
60,000

 
1.49

Exercised
(42,640
)
 
1.63

Canceled
(110,070
)
 
2.34

Balance at June 30, 2013
3,960,290

 
2.11


Restricted Stock Awards

The Plan also provides for the issuance of restricted stock and restricted stock unit awards.  During the three months ended June 30, 2013 and 2012, the Company did not grant any restricted stock or restricted stock units. As of June 30, 2013, there were no restricted stock units outstanding.

The following table summarizes the activity of the Plan related to restricted stock awards:
 
Restricted Stock Awards
 
Weighted Average Market Price Per Share
Balance at March 31, 2013
16,108

 
$
1.40

Granted

 

Vested
(15,140
)
 
1.40

Canceled
(968
)
 
1.40

Balance at June 30, 2013

 


WARRANTS

At June 30, 2013, outstanding warrants consisted of 16,000,000 held by Sageview ("Sageview Warrants") and 525,000 held by a strategic management service provider.

The Sageview Warrants were exercisable beginning on September 30, 2009, contain a customary cashless exercise provision and anti-dilution adjustments, and expire on August 11, 2016 (subject to extension in limited circumstances). 

The strategic management service provider warrants were issued in connection with a consulting management services agreement entered into with the Company. These warrants for the purchase of 525,000 shares of Class A common stock vested over 18 months commencing in July 2011, are subject to termination with 90 days notice in the event of termination of the consulting management services agreement and expire on July 1, 2021.


18



7.
COMMITMENTS AND CONTINGENCIES

We are subject to certain legal proceedings in the ordinary course of business. We do not expect any such items to have a significant impact on our financial position and results of operations and liquidity.

8.
SUPPLEMENTAL CASH FLOWS DISCLOSURE
 
For the Three Months Ended June 30,
 
2013
 
2012
Cash interest paid
$
6,064

 
$
5,598

Accretion of preferred stock discount
$
27

 
$
27

Accrued dividends on preferred stock
$
89

 
$
89

Issuance of Class A Common Stock in connection with New Video Acquisition
$

 
$
3,687



19



9.
SEGMENT INFORMATION

The Company is comprised of four reportable segments: Phase I Deployment, Phase II Deployment, Services and Content & Entertainment. The segments were determined based on the products and services provided by each segment and how management reviews and makes decisions regarding segment operations. Performance of the segments is evaluated on the segment’s income (loss) from continuing operations before interest, taxes, depreciation and amortization.  
 
The Phase I Deployment and Phase II Deployment segments consist of the following:
Operations of:
Products and services provided:
Phase 1 DC
Financing vehicles and administrators for the Company’s 3,724 Systems installed nationwide in Phase 1 DC’s deployment to theatrical exhibitors.  The Company retains ownership of the Systems and the residual cash flows related to the Systems after the repayment of all non-recourse debt at the expiration of exhibitor master license agreements.
Phase 2 DC
Financing vehicles and administrators for the Company’s 8,530 Systems installed in the second digital cinema deployment, through Phase 2 DC.  The Company retains no ownership of the residual cash flows and digital cinema equipment after the completion of cost recoupment and at the expiration of the exhibitor master license agreements.

The Services segment consists of the following:
Operations of:
Products and services provided:
Services
Provides monitoring, billing, collection, verification and other management services to the Company’s Phase I Deployment, Phase II Deployment, Holdings, as well as to exhibitors who purchase their own equipment. Collects and disburses VPFs from motion picture studios and distributors and ACFs from alternative content providers, movie exhibitors and theatrical exhibitors.
Software
Develops and licenses software to the theatrical distribution and exhibition industries as well as other content owners, provides ASP services, and provides software enhancements and consulting services.

The Content & Entertainment segment consists of the following:
Operations of:
Products and services provided:
CEG
As a leading distributor of independent digital content, CEG collaborates with producers and the exhibition community to market, source, curate and distribute independent content to targeted and profitable audiences in theatres and homes, and via mobile and emerging platforms.



20



Information related to the segments of the Company and its subsidiaries is detailed below:

 
 
As of June 30, 2013
 
 
Phase I
 
Phase II
 
Services
 
Content & Entertainment
 
Corporate
 
Consolidated
Total intangible assets, net
 
$
332

 
$
5

 
$
42

 
$
12,044

 
$

 
$
12,423

Total goodwill
 
$

 
$

 
$
4,197

 
$
8,542

 
$

 
$
12,739

Total assets
 
$
131,731

 
$
75,366

 
$
21,299

 
$
43,018

 
$
4,371

 
$
275,785

 
 
 
 
 
 
 
 
 
 
 
 
 
Notes payable, non-recourse
 
$
186,519

 
$
43,252

 
$

 
$

 
$

 
$
229,771

Capital leases
 

 

 

 

 
4,487

 
4,487

Total debt
 
$
186,519

 
$
43,252

 
$

 
$

 
$
4,487

 
$
234,258


 
 
As of March 31, 2013
 
 
Phase I
 
Phase II
 
Services
 
Content & Entertainment
 
Corporate
 
Consolidated
Total intangible assets, net
 
$
344

 
$
6

 
$
49

 
$
12,449

 
$

 
$
12,848

Total goodwill
 
$

 
$

 
$
4,197

 
$
8,542

 
$

 
$
12,739

Total assets
 
$
137,880

 
$
79,139

 
$
21,864

 
$
39,158

 
$
6,017

 
$
284,058

 
 
 
 
 
 
 
 
 
 
 
 
 
Notes payable, non-recourse
 
$
192,609

 
$
45,300

 
$

 
$

 
$

 
$
237,909

Capital leases
 

 

 

 

 
4,518

 
4,518

Total debt
 
$
192,609

 
$
45,300

 
$

 
$

 
$
4,518

 
$
242,427





21



 
 
Statements of Operations
 
 
For the Three Months Ended June 30, 2013
 
 
(Unaudited)
 
 
Phase I
 
Phase II
 
Services
 
Content & Entertainment
 
Corporate
 
Consolidated
Revenues from external customers
 
$
8,919

 
$
2,954

 
$
4,478

 
$
3,274

 
$

 
$
19,625

Intersegment revenues (1)
 

 

 
70

 
11

 

 
81

Total segment revenues
 
8,919

 
2,954

 
4,548

 
3,285

 

 
19,706

Less: Intersegment revenues
 

 

 
(70
)
 
(11
)
 

 
(81
)
Total consolidated revenues
 
$
8,919

 
$
2,954

 
$
4,478

 
$
3,274

 
$

 
$
19,625

Direct operating (exclusive of depreciation and amortization shown below) (2)
 
155

 
142

 
809

 
3,385

 

 
4,491

Selling, general and administrative
 
63

 
87

 
1,136

 
2,755

 
3,082

 
7,123

Plus: Allocation of Corporate overhead
 

 

 
1,033

 
733

 
(1,766
)
 

Research and development
 

 

 
28

 

 

 
28

Provision for doubtful accounts
 
43

 
14

 
5

 

 

 
62

Depreciation and amortization of property and equipment
 
7,137

 
1,881

 
102

 
3

 
152

 
9,275

Amortization of intangible assets
 
11

 
2

 
7

 
405

 

 
425

Total operating expenses
 
7,409

 
2,126

 
3,120

 
7,281

 
1,468

 
21,404

Income (loss) from operations
 
$
1,510

 
$
828

 
$
1,358

 
$
(4,007
)
 
$
(1,468
)
 
$
(1,779
)

(1) Intersegment revenues of the Services segment principally represent service fees earned from the Phase I and Phase II Deployments.
(2) Included in direct operating of the Services segment is $314 for the amortization of capitalized software development costs.

The following employee and director stock-based compensation expense related to the Company’s stock-based awards is included in the above amounts as follows:
 
 
Phase I
 
Phase II
 
Services
 
Content & Entertainment
 
Corporate
 
Consolidated
Direct operating
 
$

 
$

 
$
16

 
$
2

 
$

 
$
18

Selling, general and administrative
 

 

 
21

 
23

 
653

 
697

Research and development
 

 

 
22

 

 

 
22

Total stock-based compensation
 
$

 
$

 
$
59

 
$
25

 
$
653

 
$
737




22



 
 
Statements of Operations
 
 
For the Three Months Ended June 30, 2012
 
 
(Unaudited)
 
 
Phase I
 
Phase II
 
Services
 
Content & Entertainment
 
Corporate
 
Consolidated
Revenues from external customers
 
$
9,916

 
$
3,159

 
$
5,064

 
$
2,765

 
$

 
$
20,904

Intersegment revenues (1)
 

 

 
241

 
7

 

 
248

Total segment revenues
 
9,916

 
3,159

 
5,305

 
2,772

 

 
21,152

Less: Intersegment revenues
 

 

 
(241
)
 
(7
)
 

 
(248
)
Total consolidated revenues
 
$
9,916

 
$
3,159

 
$
5,064

 
$
2,765

 
$

 
$
20,904

Direct operating (exclusive of depreciation and amortization shown below) (2)
 
115

 
166

 
1,116

 
1,038

 

 
2,435

Selling, general and administrative
 
17

 
25

 
890

 
1,695

 
3,266

 
5,893

Plus: Allocation of Corporate overhead
 

 

 
1,263

 
924

 
(2,187
)
 

Research and development
 

 

 
38

 
 
 

 
38

Provision for doubtful accounts
 
52

 
16

 
8

 

 

 
76

Merger and acquisition expenses
 

 

 

 

 
1,267

 
1,267

Depreciation and amortization of property and equipment
 
7,138

 
1,801

 
42

 
5

 
111

 
9,097

Amortization of intangible assets
 
11

 
2

 
7

 
138

 

 
158

Total operating expenses
 
7,333

 
2,010

 
3,364

 
3,800

 
2,457

 
18,964

Income (loss) from operations
 
$
2,583

 
$
1,149

 
$
1,700

 
$
(1,035
)
 
$
(2,457
)
 
$
1,940


(1) Intersegment revenues of the Services segment represent service fees earned from the Phase I and Phase II Deployments.
(2) Included in direct operating of the Services segment is $250 for the amortization of capitalized software development costs.

The following employee and director stock-based compensation expense related to the Company’s stock-based awards is included in the above amounts as follows:
 
 
Phase I
 
Phase II
 
Services
 
Content & Entertainment
 
Corporate
 
Consolidated
Direct operating
 
$

 
$

 
$
18

 
$
4

 
$

 
$
22

Selling, general and administrative
 

 

 
15

 
17

 
700

 
732

Research and development
 

 

 
37

 

 

 
37

Total stock-based compensation
 
$

 
$

 
$
70

 
$
21

 
$
700

 
$
791












23



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion and analysis should be read in conjunction with our historical consolidated financial statements and the related notes included elsewhere in this document.

This report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “estimates,“ and similar words. Forward-looking statements represent, as of the date of this report, our judgment relating to, among other things, future results of operations, growth plans, sales, capital requirements and general industry and business conditions applicable to us.  These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.  
 
OVERVIEW

Cinedigm Digital Cinema Corp. was incorporated in Delaware on March 31, 2000 (“Cinedigm”, and collectively with its subsidiaries, the “Company”).

Over the past decade, the Company has played a significant role in the digital distribution revolution that continues to transform the media landscape. In addition to its pioneering role in transitioning almost 12,000 movie screens from traditional film prints to digital distribution, the Company continues to advance worldwide cinema modernization with its suite of software products allowing exhibitors and distributors to manage their digital businesses with efficiency, insight and lower costs. And, as a leading distributor of independent content domestically, the Company collaborates with producers and the exhibition community to market, source, curate and distribute quality content to targeted and profitable audiences through (i) theatrical releases, (ii) existing and emerging digital home entertainment platforms, including iTunes, Amazon Prime, Netflix, xBox, Playstation, VOD and (iii) physical goods, including DVD and Blu-ray. The Company's library of over 5,000 physical goods titles and 20,000 digital titles from more than 650 independent rights holders includes award-winning documentaries from Docurama Films®, next-generation independent movies from Flatiron Film Company® and acclaimed independent movies and festival picks through partnerships with the Sundance Institute and Tribeca Film. The Company is proud to distribute many Oscar®-nominated movies including “The Invisible War,” “Hell and Back Again,” “GasLand,” “Waste Land” and “Paradise Lost 3: Purgatory.”

The Company reports its financial results in four primary segments as follows: (1) Phase I Deployment, (2) Phase II Deployment, (3) Services and (4) Content & Entertainment.  The Phase I Deployment and Phase II Deployment segments are the non-recourse, financing vehicles and administrators for the Company's Systems installed in North American movie theatres.  The Services segment provides services, software and support to the Phase I Deployment and Phase II Deployment segments as well as directly to exhibitors and other third party customers.  Included in these services are Systems management services for a specified fee via service agreements with Phase I Deployment and Phase II Deployment as well as third party exhibitors as buyers of their own digital cinema equipment; and software license, maintenance and consulting services to Phase I and Phase II Deployment, various other exhibitors, studios and other content organizations.  These services primarily facilitate the conversion from analog to digital cinema and have positioned the Company at what it believes to be the forefront of a rapidly developing industry relating to the distribution and management of digital cinema and other content to theatres and other remote venues worldwide.  The Content & Entertainment segment is a market leader in the three pillars of digital entertainment distribution - aggregation and distribution, theatrical releasing and branded and curated over-the-top entertainment channels and applications.

The following organizational chart provides a graphic representation of our business and our four reporting segments:














24




We have incurred consolidated losses from continuing operations before benefit from income taxes of $7.0 million and $4.9 million during the three months ended June 30, 2013 and 2012, respectively, and we have an accumulated deficit of $249.5 million as of June 30, 2013. We also have significant contractual obligations related to our non-recourse debt for the remainder of the fiscal year ending March 31, 2014 and beyond. We may continue generating consolidated net losses for the foreseeable future. Based on our cash position at June 30, 2013, and expected cash flows from operations, we believe that we have the ability to meet our obligations through at least June 30, 2014. Failure to generate additional revenues, raise additional capital or manage discretionary spending could have an adverse effect on our financial position, results of operations or liquidity.

On June 26, 2013, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Merriman Capital, Inc. and National Securities Corporation (together, the “Underwriters”) pursuant to which the Underwriters agreed to act as underwriters of 3,780,718 shares of the Company’s Class A common stock at a purchase price equal to $1.2834 per share, representing a per security discount equal to 7.0% of the public offering price per security of $1.38 (the “Offering”). In July 2013, the Underwriters’ exercised an option in full to buy up to an additional 567,108 shares from the Company under the above referenced terms (the "Over-Allotment"). The Company also agreed to bear the expenses of the Offering. The Over-Allotment shares were sold and issued on July 10, 2013. Total proceeds from the issuance of the Company's Class A common stock, including the Over-Allotment, amounted to approximately $5,531, net of underwriting discount, during July 2013.



25



Results of Continuing Operations for the Three Months Ended June 30, 2013 and 2012

Revenues
 
For the Three Months Ended June 30,
($ in thousands)
2013
 
2012
 
$ Change
 
% Change
Phase I Deployment
$
8,919

 
$
9,916

 
$
(997
)
 
(10
)%
Phase II Deployment
2,954

 
3,159

 
(205
)
 
(6
)%
Services
4,478

 
5,064

 
(586
)
 
(12
)%
Content & Entertainment
3,274

 
2,765

 
509

 
18
 %
 
$
19,625

 
$
20,904

 
$
(1,279
)
 
(6
)%
Revenues decreased $1.3 million or 6% during the three months ended June 30, 2013 with the strong organic growth in revenues in Content and Entertainment of $0.5 million more than offset by decreases in Deployment and Services revenues. Phase 1 and Phase 2 Deployment revenues declined by $1.2 million for the three months ended June 30, 2013 as a result of (i) fewer releases by studios in the current fiscal quarter as compared to the prior year fiscal quarter as one wide release and three limited release titles were delayed to later in our current fiscal year due to the crowded release calendar this quarter and (ii) limited screen space to accommodate all tent-pole and wide studio releases constrained booking patterns. Phase 2 DC's financed Systems installed and ready for content were 2,498 at June 30, 2013, increasing from 2,079 at June 30, 2012.
In the Services segment, a $0.6 million, or 12%, decrease in revenues was primarily due to (i) lower results in Software license fees reflecting the delay by the customer of several international exhibitor installations to later this fiscal year; (ii) an elongated go-live testing and conversion by a studio customer delaying revenue recognition into the fiscal second or third quarter; and (iii) recently closed new sales expected to go-live in the fiscal second and third quarters. Digital cinema services revenues grew modestly year on year reflecting our expanding international servicing business and predictable and solid servicing revenues from our domestic deployment. During the three months ended June 30, 2013, 552 Phase 2 DC Exhibitor-Buyer Structure Systems were installed and a total of 8,530 installed Phase 2 Systems were generating service fees at June 30, 2013 as compared to 6,253 Phase 2 Systems at June 30, 2012. The Company also services an additional 3,724 screens in its Phase I deployment subsidiary. We expect growth in Services as we (i) continue with international servicing and software installations in Australia, New Zealand and Europe during remainder of the fiscal year ending March 31, 2014 from our over 500 international screen backlog; (ii) recognize additional revenues from delayed implementations for existing software customers; and (iii) achieve continued growth in software and cinema services from our sales pipeline.

The CEG business expanded significantly by 18%, quarter over quarter, in our seasonally slowest fiscal first quarter to revenues of $3.3 million. This was due to strong organic growth in distribution fees earned from (i) recent acquisitions of distribution rights of home entertainment titles; (ii) expanded monetization of our library of over 20,000 movies and television episodes; and (iii) revenues from theatrical releases that have reached the home entertainment window. We expect this trend to continue as CEG is continuing to expand its physical and digital content distribution rights due to its position as the largest aggregator of digital content. CEG expanded its total home entertainment distribution library by 676 titles during the first quarter. CEG is further leveraging its position to acquire the North American distribution rights in all media for independent movies as well as to launch several narrowcast entertainment networks through over-the-top video channels to all home and mobile platforms. During the three months ended June 30, 2013, CEG released five movies theatrically, acquired the distribution rights to three independent movies and has ten movies in its upcoming release slate. CEG expects to release seven of these movies during the during the remainder of the current fiscal year, including the highly acclaimed feature Short Term 12 on August 23rd. CEG expects the slate of its releases to date to be profitable based upon ancillary revenue pre-sales, DVD pre-orders as well as projected transactional VOD results.

Direct Operating Expenses
 
For the Three Months Ended June 30,
($ in thousands)
2013
 
2012
 
$ Change
 
% Change
Phase I Deployment
$
155

 
$
115

 
$
40

 
35
 %
Phase II Deployment
142

 
166

 
(24
)
 
(14
)%
Services
809

 
1,116

 
(307
)
 
(28
)%
Content & Entertainment
3,385

 
1,038

 
2,347

 
226
 %
 
$
4,491

 
$
2,435

 
$
2,056

 
84
 %

26



Direct operating expenses increased by 84% primarily due to significant growth in upfront theatrical releasing, marketing and acquisitions costs as CEG released five movies in this quarter versus a single small release in fiscal 2013. These five releases total over $2.6 million of upfront releasing costs which CEG expects to fully recoup from revenues earned in home entertainment distribution during its first three-year ultimate cycle. In accordance with GAAP, Cinedigm must recognize its upfront content acquisition and marketing expenses at the time of a theatrical release of a movie. We expect to recover those expenses as well as earn our fee based profits over the ensuing 12-36 months from revenues earned on the distribution of the movie in the ancillary home entertainment markets. This timing difference creates a “J-Curve” and will continue in future periods as we increase our distribution activities and we will also experience an increase in direct operating expenses corresponding with additional revenue growth.
The decrease in the Services segment was primarily related to (i) expense reductions in digital cinema services as the domestic installation period ended and (ii) reduced contractor expense in Software, partially offset by increased amortization of capitalized software cost. 

Selling, General and Administrative Expenses
 
For the Three Months Ended June 30,
($ in thousands)
2013
 
2012
 
$ Change
 
% Change
Phase I Deployment
$
63

 
$
17

 
$
46

 
271
 %
Phase II Deployment
87

 
25

 
62

 
248
 %
Services
1,136

 
890

 
246

 
28
 %
Content & Entertainment
2,755

 
1,695

 
1,060

 
63
 %
Corporate
3,082

 
3,266

 
(184
)
 
(6
)%
 
$
7,123

 
$
5,893

 
$
1,230

 
21
 %
Selling, general and administrative expenses increased $1.2 million or 21%. The increase in the Services segment was mainly due to payroll and related employee expenses for increased staffing as we added servicing resources to support the expanding international digital cinema servicing efforts as well as additional management, sales resources, software development and quality assurance staff to support the recent and expected software customer additions. The Content & Entertainment segment increased 63% primarily as a result of the full period inclusion of our theatrical releasing and marketing teams which we added in the summer and fall of 2012. We have maintained selling, general and administrative expenses at CEG relatively consistent with the previous two quarters. The decrease within Corporate reflects ongoing prudent expense management.   Future increases in selling, general and administrative expenses will be tied to additional revenues as we support our expanding software sales pipeline and our additional content acquisition and distribution activities with additional sales and service headcount.

Merger and Acquisition Expenses

Merger and acquisition expenses included in corporate expenses for the three months ended June 30, 2012 of $1.3 million include professional fees incurred which pertained to the purchase of New Video which was consummated in April 2012.

Depreciation and Amortization Expense on Property and Equipment
 
For the Three Months Ended June 30,
($ in thousands)
2013
 
2012
 
$ Change
 
% Change
Phase I Deployment
$
7,137

 
$
7,138

 
$
(1
)
 
 %
Phase II Deployment
1,881

 
1,801

 
80

 
4
 %
Services
102

 
42

 
60

 
143
 %
Content & Entertainment
3

 
5

 
(2
)
 
(40
)%
Corporate
152

 
111

 
41

 
37
 %
 
$
9,275

 
$
9,097

 
$
178

 
2
 %
Depreciation and amortization expense increased $0.2 million or 2%. The increase in the Phase II Deployment segment represents depreciation on the increased number of Phase 2 DC Systems which were not in service during the three months ended June 30, 2012. We expect the depreciation and amortization expense in the Phase II Deployment segment to remain at similar levels as the Phase 2 deployment period has ended and we do not expect to add international Systems that require inclusion on our balance

27



sheet. In addition, we expect modest additional growth in Services and Corporate depreciation and amortization expense tied to technology investments supporting our software expansion and our upgraded corporate information technology infrastructure.

Amortization of intangible assets

Amortization of intangible assets remained relatively flat increasing to $0.4 million from $0.2 million for the three months ended June 30, 2013, principally due to the timing of the April 2012 acquisition of New Video Group, Inc. ("New Video").

Interest expense
 
For the Three Months Ended June 30,
($ in thousands)
2013
 
2012
 
$ Change
 
% Change
Phase I Deployment
$
4,160

 
$
2,312

 
$
1,848

 
80
 %
Phase II Deployment
519

 
615

 
(96
)
 
(16
)%
Corporate
255

 
4,550

 
(4,295
)
 
(94
)%
 
$
4,934

 
$
7,477

 
$
(2,543
)
 
(34
)%
Interest expense decreased $2.5 million or 34%. The 80% increase in interest paid and accrued within the non-recourse Phase I Deployment segment is the result of the shifting of the Company's debt to non-recourse as part of the February 2013 refinancing. The non-recourse Phase I deployment debt was refinanced and expanded and combined with the proceeds of the non-recourse 2013 Prospect Loan to repay the recourse 2010 Note in the Company's Corporate segment. The 2013 Term Loans will be at a rate of LIBOR, plus 275 basis points with a 1.0% LIBOR floor, versus the 2010 Term Loan rate of LIBOR, plus 350 basis points with a 1.75% LIBOR floor. Interest decreased within the Phase II Deployment segment related to the KBC Facilities due to the reduction of outstanding principal.  Phase 2 DC’s non-recourse interest expense is expected to continue to decrease as it did during the fiscal quarter as we continue to repay the KBC Facilities from free cash flow and the benefit from the resulting reduced debt balance. The decrease in interest paid and accrued within Corporate is related to the recourse note, which was paid off in February 2013.  The 2013 Prospect Loan carries an interest rate of 13.5%, including a cash rate of LIBOR, plus 9.0% with a 2.0% LIBOR floor, and a Payment In Kind ("PIK") rate of 2.5%. Interest on the recourse note was 8% PIK Interest and 7% per annum paid in cash.  
Non-cash interest expense was approximately $0.5 million and $2.5 million for the three months ended June 30, 2013 and 2012, respectively. PIK interest was $0.5 million and $1.9 million for the three months ended June 30, 2013 and 2012, respectively, associated with the 2013 Prospect Loan and prior recourse note within Corporate for the prior period. The remaining amount for the three months ended June 30, 2012 represents the accretion of $0.6 million on the note payable discount associated with the recourse note in Corporate.

Change in fair value of interest rate swaps
The change in fair value of the interest rate swaps were gains of $0.8 million and $0.4 million for the three months ended June 30, 2013 and 2012, respectively.  The interest swap associated with the 2013 Term Loans matured in June 2013.
Benefit from income taxes

A net benefit from income taxes of $5.0 million was recorded primarily from the acquisition of New Video ("New Video Acquisition") during the three months ended June 30, 2012. A net deferred tax liability of $5.0 million was recorded upon the New Video Acquisition for the excess of the financial statement basis over the tax basis of the acquired assets and liabilities. As New Video will be included in the Company's consolidated federal and state tax returns, deferred tax liabilities assumed in the New Video Acquisition are able to offset the reversal of the Company's pre-existing deferred tax assets. Accordingly, the Company's valuation allowance has been reduced by $5.0 million and recorded as a deferred tax benefit in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2012. Management will continue to assess the realizability of the deferred tax assets at each interim and annual balance sheet date based upon actual and forecasted operating results.


28



Adjusted EBITDA

Adjusted EBITDA is defined by the Company for the periods presented to be earnings before interest, taxes, depreciation and amortization, other income, net, stock-based compensation, merger and acquisition costs, and certain other items.

The Company reported lower Adjusted EBITDA (including its Phase 1 DC and Phase 2 DC subsidiaries) of $9.0 million for the three months ended June 30, 2013 in comparison to $13.5 million for the three months ended June 30, 2012. This decline was due to the $1.2 million reduction in VPF revenues and related EBITDA earned in the period as a result of (i) fewer releases by studios in the current fiscal quarter as compared to the prior year fiscal quarter as one wide release and three limited release titles were delayed to later in our current fiscal year due to the crowded release calendar this quarter, (ii) limited screen space to accommodate all tent-pole and wide studio releases constrained booking patterns in the quarter and (iii) the additional factors described below. Adjusted EBITDA from non-deployment businesses was a loss of $2.4 million during the three months ended June 30, 2013, declining from $0.8 million for the three months ended June 30, 2012. This decline was primarily driven by two factors: (i) $2.6 million of upfront theatrical releasing, marketing and acquisition costs recognized in the quarter (“J-curve” costs) as well as the additional theatrical releasing selling, general and administrative expenses supporting these releases; and (ii) timing delays to later this fiscal year in our software unit of installations and revenue recognition from several existing international exhibitors and domestic movie studio customers.

Phase 1 DC and Phase 2 DC revenues are expected to decline modestly this year due to a contracted VPF rate reduction in Phase 2 DC. Other than limited Phase 2 DC contractual rate reductions, revenues going forward should be stable as the domestic deployment period ended at January 31, 2013 and any remaining international installations will be through an Exhibitor-Buyer structure or other servicing partnerships which should contribute to continued growth in digital cinema servicing. Based on the expected growth in and recently signed software contracts and the expansion in CEG driven by the growth in our library of distribution rights, the recognition of revenues from recently released theatrical movies and our expanding future independent movie release slate, the Company expects Adjusted EBITDA performance to return to positive results and to continue to improve during the fiscal year ended March 31, 2014 relative to current year results. The Company intends to continue investing in the growth of its business through the acquisition of content distribution rights, related marketing related expenditures and through the continued development of additional software products and services.

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

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

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

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


29



 
 
For the Three Months Ended June 30,
($ in thousands)
 
2013
 
2012
Net loss from continuing operations before income taxes
 
$
(6,988
)
 
$
(4,868
)
Add Back:
 
 
 
 
Amortization of capitalized software costs
 
314

 
250

Depreciation and amortization of property and equipment
 
9,275

 
9,097

Amortization of intangible assets
 
425

 
158

Interest income
 
(15
)
 
(19
)
Interest expense
 
4,934

 
7,477

Income on investment in non-consolidated entity
 
1,252

 
(31
)
Other income, net
 
(133
)
 
(198
)
Change in fair value of interest rate derivatives
 
(829
)
 
(421
)
Stock-based compensation
 
737

 
791

Non-recurring transaction expenses
 

 
1,267

Adjusted EBITDA
 
$
8,972

 
$
13,503

 
 
 
 
 
Adjustments related to the Phase I and Phase II Deployments:
 
 
 
 
Depreciation and amortization of property and equipment
 
(9,018
)
 
(8,939
)
Amortization of intangible assets
 
(13
)
 
(13
)
       Income from operations
 
(2,338
)
 
(4,644
)
Intersegment services fees earned
 
6

 
918

Adjusted EBITDA from non-deployment businesses
 
$
(2,391
)
 
$
825


Critical Accounting Policies

The following is a discussion of our critical accounting policies.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows:

Computer equipment and software
3-5 years
Digital cinema projection systems
10 years
Machinery and equipment
3-10 years
Furniture and fixtures
3-6 years

Leasehold improvements are being amortized over the shorter of the lease term or the estimated useful life of the improvement. Maintenance and repair costs are charged to expense as incurred. Major renewals, improvements and additions are capitalized.

Useful lives are determined based on an estimate of either physical or economic obsolescence, or both.  During the three months ended June 30, 2013 and 2012, the Company has not made any revisions to estimated useful lives.

CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Software development costs for software to be sold, licensed or otherwise marketed that are incurred subsequent to establishing technological feasibility, when it is determined that the software can be produced to meet its design specifications, are capitalized until the product is available for general release. Amounts capitalized as software development costs are amortized using the

30



greater of revenues during the period compared to the total estimated revenues to be earned or on a straight-line basis over estimated lives, generally five years, except for deployment software which is for ten years. The Company reviews capitalized software costs to determine if any impairment exists on a periodic basis.  

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS

Goodwill is the excess of the purchase price paid over the fair value of the net assets of an acquired business. Goodwill and intangible assets with indefinite lives are not amortized; rather, they are tested for impairment on at least an annual basis.

The Company’s process of evaluating goodwill for impairment involves the determination of fair value of its goodwill reporting units: Software and CEG.  The Company conducts its annual goodwill impairment analysis during the fourth quarter of each fiscal year, measured as of March 31, unless triggering events occur which require goodwill to be tested at another date.

For further details on the Company's process for evaluating goodwill for impairment, refer to the Company's Form 10-K.
Information related to the goodwill allocated to the Company is detailed below:
 
 
Phase I
 
Phase II
 
Services
 
Content & Entertainment
 
Corporate
 
Consolidated
As of March 31, 2013
 
$

 
$

 
$
4,197

 
$
8,542

 
$

 
$
12,739

As of June 30, 2013
 
$

 
$

 
$
4,197

 
$
8,542

 
$

 
$
12,739


As of June 30, 2013, the Company’s finite-lived intangible assets consisted of