Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Dec. 31, 2013 | Feb. 10, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Central Index Key | '0001173204 | ' |
Entity Registrant Name | 'CINEDIGM CORP. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Dec-13 | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 64,565,196 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $18,863 | $13,448 |
Accounts receivable, net | 70,341 | 29,384 |
Deferred costs, current portion | 1,878 | 1,238 |
Unbilled revenue, current portion | 5,987 | 7,432 |
Prepaid and other current assets | 12,230 | 6,091 |
Note receivable, current portion | 333 | 331 |
Assets of discontinued operations, net of liabilities | 1,876 | 2,279 |
Total current assets | 111,508 | 60,203 |
Restricted cash | 6,751 | 6,751 |
Security deposits | 218 | 218 |
Property and equipment, net | 144,291 | 170,088 |
Intangible assets, net | 35,284 | 12,799 |
Goodwill | 8,542 | 8,542 |
Deferred costs, net of current portion | 7,931 | 7,396 |
Accounts receivable, long-term | 1,451 | 1,225 |
Note receivable, net of current portion | 102 | 130 |
Investment in non-consolidated entity, net | 0 | 1,812 |
Assets of Disposal Group, Including Discontinued Operation, Noncurrent | 6,164 | 12,295 |
Total assets | 322,242 | 281,459 |
Current liabilities | ' | ' |
Accounts payable and accrued expenses | 63,755 | 39,777 |
Current portion of notes payable, non-recourse | 34,095 | 34,447 |
Current portion of notes payable | 18,275 | 0 |
Current portion of capital leases | 590 | 132 |
Current portion of deferred revenue | 3,463 | 1,844 |
Current portion of contingent consideration for business combination | 0 | 1,500 |
Total current liabilities | 120,178 | 77,700 |
Notes payable, non-recourse, net of current portion | 173,797 | 203,462 |
Notes payable, net of current portion | 24,553 | 0 |
Capital leases, net of current portion | 5,632 | 4,386 |
Interest rate derivatives | 0 | 544 |
Deferred revenue, net of current portion | 12,829 | 10,931 |
Contingent consideration, net of current portion | 1,906 | 1,750 |
Total liabilities | 338,895 | 298,773 |
Commitments and contingencies | ' | ' |
Stockholders’ Deficit | ' | ' |
Preferred stock, 15,000,000 shares authorized; Series A 10% - $0.001 par value per share; 20 shares authorized; 7 shares issued and outstanding at December 31, 2013 and March 31, 2013, respectively. Liquidation preference of $3,636 | 3,547 | 3,466 |
Additional paid-in capital | 245,178 | 221,810 |
Treasury stock, at cost; 51,440 Class A shares | -172 | -172 |
Accumulated deficit | -265,270 | -242,466 |
Total stockholders’ deficit | -16,653 | -17,314 |
Total liabilities and stockholders’ deficit | 322,242 | 281,459 |
Class A common stock | ' | ' |
Stockholders’ Deficit | ' | ' |
Common stock | 64 | 48 |
Class B common stock | ' | ' |
Stockholders’ Deficit | ' | ' |
Common stock | $0 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Mar. 31, 2013 | |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Series A preferred stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 20 | 20 |
Preferred stock, dividend rate (percentage) | 10.00% | 10.00% |
Preferred stock, shares issued | 7 | 7 |
Preferred stock, shares outstanding | 7 | 7 |
Preferred stock, liquidation preference | $3,582 | $3,582 |
Class A common stock | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 118,759,000 | 118,759,000 |
Common stock, shares issued | 64,501,920 | 48,448,137 |
Common stock, shares outstanding | 64,450,480 | 48,396,697 |
Treasury stock, Class A shares | 51,440 | 51,440 |
Class B common stock | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,241,000 | 1,241,000 |
Common stock, shares issued | 1,241,000 | 1,241,000 |
Common stock, shares outstanding | 0 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ' | ' | ' | ' | |
Revenues | $34,885 | $21,779 | $72,664 | $61,448 | |
Costs and Expenses: | ' | ' | ' | ' | |
Direct operating (exclusive of depreciation and amortization shown below) | 11,013 | [1] | 2,119 | 19,558 | 5,595 |
Selling, general and administrative | 6,949 | 5,435 | 17,243 | 16,247 | |
Provision for doubtful accounts | 33 | 72 | 227 | 226 | |
Merger and acquisition expenses | 2,779 | 0 | 2,779 | 1,267 | |
Restructuring and transition expenses | 1,142 | 0 | 1,142 | 340 | |
Depreciation and amortization of property and equipment | 9,444 | 9,120 | 27,901 | 27,264 | |
Amortization of intangible assets | 1,228 | 732 | 2,055 | 1,100 | |
Total operating expenses | 32,588 | 17,478 | 70,905 | 52,039 | |
Income from operations | 2,297 | 4,301 | 1,759 | 9,409 | |
Interest expense, net | -5,051 | -6,690 | -14,507 | -21,426 | |
Income (loss) on investment in non-consolidated entity | 0 | 678 | -1,812 | 1,340 | |
Other income, net | 23 | 102 | 269 | 494 | |
Change in fair value of interest rate derivatives | 38 | 349 | 796 | 1,025 | |
Loss from continuing operations before benefit from income taxes | -2,693 | -1,260 | -13,495 | -9,158 | |
Benefit from income taxes | 0 | 0 | 0 | 5,019 | |
Loss from continuing operations | -2,693 | -1,260 | -13,495 | -4,139 | |
Loss from discontinued operations | -7,689 | -524 | -9,042 | -389 | |
Net loss | -10,382 | -1,784 | -22,537 | -4,528 | |
Preferred stock dividends | -89 | -89 | -267 | -267 | |
Net loss attributable to common stockholders | ($10,471) | ($1,873) | ($22,804) | ($4,795) | |
Net loss per Class A and Class B common share attributable to common shareholders - basic and diluted: | ' | ' | ' | ' | |
Loss from continuing operations (in dollars per share) | ($0.05) | ($0.03) | ($0.25) | ($0.09) | |
Loss from discontinued operations (in dollars per share) | ($0.12) | ($0.01) | ($0.17) | ($0.01) | |
Net loss per Class A and Class B common share - basic and diluted | ($0.17) | ($0.04) | ($0.42) | ($0.10) | |
Weighted average number of Class A and Class B common shares outstanding: basic and diluted | 61,729,658 | 48,320,257 | 54,357,320 | 47,254,337 | |
[1] | ntersegment revenues principally represent personnel expenses. |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities | ' | ' |
Net loss | ($22,537) | ($4,528) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization of property and equipment and amortization of intangible assets | 30,209 | 28,492 |
Impairment of goodwill and capitalized software | 7,226 | 0 |
Amortization of capitalized software costs | 942 | 829 |
Amortization of debt issuance costs | 933 | 1,671 |
Provision for doubtful accounts | 227 | 226 |
Stock-based compensation and expenses | 2,070 | 1,832 |
Change in fair value of contingent consideration for business combination | -1,500 | 0 |
Change in fair value of interest rate derivatives | -796 | -1,025 |
Accretion and PIK interest expense added to note payable | 1,700 | 7,303 |
Loss (income) on investment in non-consolidated entity | 1,812 | -1,340 |
Benefit from deferred income taxes | 0 | -5,019 |
Changes in operating assets and liabilities, net of acquisitions: | ' | ' |
Accounts receivable | -17,988 | -6,096 |
Unbilled revenue | 3,613 | -464 |
Prepaid expenses and other current assets | 9,283 | -5,138 |
Other assets | -2,494 | 331 |
Accounts payable and accrued expenses | 8,008 | 6,630 |
Deferred revenue | 2,924 | 577 |
Other liabilities | -15 | -290 |
Net cash provided by operating activities | 23,617 | 23,991 |
Cash flows from investing activities | ' | ' |
Purchase of New Video Group, Inc., net of cash acquired of $6,873 | 0 | -3,127 |
Payments to Acquire Businesses, Gross | -47,500 | 0 |
Purchases of property and equipment | -914 | -4,354 |
Purchases of intangible assets | -4 | -29 |
Additions to capitalized software costs | -1,745 | -2,323 |
Sales/maturities of restricted available-for-sale investments | 0 | 9,477 |
Net cash used in investing activities | -50,163 | -356 |
Cash flows from financing activities | ' | ' |
Repayment of notes payable | -31,644 | -37,383 |
Proceeds from notes payable | 45,000 | 3,469 |
Principal payments on capital leases | -182 | -132 |
Proceeds from issuance of Class A common stock | 20,521 | 11,002 |
Costs associated with issuance of Class A common stock | -1,734 | -1,113 |
Net cash from (used in) financing activities | 31,961 | -24,157 |
Net change in cash and cash equivalents | 5,415 | -522 |
Cash and cash equivalents at beginning of period | 13,448 | 17,843 |
Cash and cash equivalents at end of period | $18,863 | $17,321 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parentheticals) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Statement of Cash Flows [Abstract] | ' |
Cash acquired in purchase of New Video Group, Inc. | $6,873 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||
NATURE OF OPERATIONS | ' | ||||||||||||||||
NATURE OF OPERATIONS | |||||||||||||||||
Cinedigm Corp. (formerly known as Cinedigm Digital Cinema Corp.) was incorporated in Delaware on March 31, 2000 (“Cinedigm”, and collectively with its subsidiaries, the “Company”). Cinedigm is a leading distributor of independent movie, television and other short form content across all theatrical and home entertainment platforms as well as a leading servicer of digital cinema assets in over 12,000 movies screens in both North America and several international countries. | |||||||||||||||||
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 and support to approximately 12,000 movie screens in 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. 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 independent movie, television and other short form content owners and to theatrical exhibitors. 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. | |||||||||||||||||
Gaiam Acquisition | |||||||||||||||||
On October 17, 2013, the Company and Cinedigm Entertainment Holdings, LLC ("CEG"), a newly-formed, wholly-owned subsidiary of the Company, entered into a Membership Interest Purchase Agreement with Gaiam Americas, Inc. and Gaiam, Inc. (together, “GVE”) for the purchase by CEG of GVE's division that maintains exclusive distribution rights agreements with large independent studios/content providers, and distributes entertainment content through home video, digital and television distribution channels (the “GVE Acquisition”). The Company agreed to an aggregate purchase price of $51,500, subject to a working capital adjustment, with (i) $47,500 payable in cash and 666,978 shares of Class A Common Stock valued at $1,000, subject to certain transfer restrictions, in each case upon the closing of the GVE Acquisition, and (ii) $3,000 payable in cash on a deferred basis. The GVE Acquisition was consummated on October 21, 2013 and as of that date, GVE became part of the Company's Content & Entertainment segment. | |||||||||||||||||
Merger and acquisition expenses during the three months ended December 31, 2013 of $2,779 consist primarily of professional fees and internal expenses directly related to the GVE Acquisition of $2,294 and $485, respectively. | |||||||||||||||||
The results of operations of GVE have been included in the accompanying condensed consolidated statements of operations from the date of the acquisition of October 21, 2013 within the Company's Content & Entertainment segment and have been fully integrated with the financial results and operations for the three and nine months of the Company's Content & Entertainment segment. The total amount of revenues and net income of GVE since the acquisition date that have been included in the condensed consolidated statements of operations during the three months ended December 31, 2013 was approximately $10,911 and $2,878, respectively. | |||||||||||||||||
The purchase price has been preliminarily allocated to the identifiable net assets acquired as of the date of acquisition as follows: | |||||||||||||||||
Accounts receivable | $ | 24,389 | |||||||||||||||
Advances | 11,630 | ||||||||||||||||
Other assets | 4,009 | ||||||||||||||||
Intangible assets subject to amortization | 24,536 | ||||||||||||||||
Total assets acquired | 64,564 | ||||||||||||||||
Total liabilities assumed | (13,064 | ) | |||||||||||||||
Total net assets acquired | $ | 51,500 | |||||||||||||||
Intangible assets subject to amortization represents the preliminary purchase price allocation to the content library. The Company estimates the preliminary useful life to be 5 years. | |||||||||||||||||
The fair values assigned to intangible assets were determined through the application of various commonly used and accepted valuation procedures and methods, including the multi-period excess earnings method. These valuation methods rely on management judgment, including expected future cash flows resulting from existing customer relationships, customer attrition rates, contributory effects of other assets utilized in the business, peer group cost of capital and royalty rates, and other factors. The valuation of tangible assets was preliminarily determined to approximate book value at the time of the GVE Acquisition. Useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. | |||||||||||||||||
Pro forma Information Related To the Acquisition of GVE | |||||||||||||||||
The following unaudited consolidated pro forma summary information for the three and nine months ended December 31, 2013 has been prepared by adjusting the historical data as set forth in the accompanying condensed consolidated statements of operations for the three and nine months ended December 31, 2013 to give effect to the GVE Acquisition as if it had occurred at April 1, 2012. | |||||||||||||||||
For the Three Months Ended December 31, | For the Nine Months Ended December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue | $ | 34,885 | $ | 39,156 | $ | 93,250 | $ | 99,955 | |||||||||
Operating income | $ | 2,297 | $ | 8,580 | $ | 2,548 | $ | 17,785 | |||||||||
Net (loss) income | $ | (10,382 | ) | $ | 2,293 | $ | (22,055 | ) | $ | 3,499 | |||||||
Sale of Software | |||||||||||||||||
During the three months ended December 31, 2013, the Company made the strategic decision to discontinue, exit its software business and execute a plan of sale for Hollywood Software, Inc. d/b/a Cinedigm Software (“Software”), the Company's direct, wholly-owned subsidiary. Management concluded that it would be in the best interests of shareholders for the Company’s focus to be toward theatrical releasing and aggregation and distribution of independent content, digitally and in the form of DVDs and Blu-Ray discs, along with the growth and servicing of the existing digital cinema business. Further, management believed that Software, which was previously included in our Services segment, no longer yielded the same synergies across the Company’s businesses as once existed. | |||||||||||||||||
As a consequence, it was determined that Software met the criteria for classification as discontinued operations. As such, Software has been adjusted to reflect the lower of cost or market value and the consolidated financial statements and the notes to consolidated financial statements presented herein have been recast solely to reflect, for all periods presented, the adjustments resulting from these changes in classification for discontinued operations. | |||||||||||||||||
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 nine months ended December 31, 2012 has been revised as follows: | |||||||||||||||||
As Previously Reported1 | As Adjusted1 | Change | |||||||||||||||
Condensed consolidated statement of operations | |||||||||||||||||
Loss from continuing operations before benefit from income taxes | $ | (9,273 | ) | $ | (9,158 | ) | $ | 115 | |||||||||
Benefit from income taxes | — | 5,019 | 5,019 | ||||||||||||||
Loss from continuing operations | (9,273 | ) | (4,139 | ) | 5,134 | ||||||||||||
Net loss | (9,547 | ) | (4,528 | ) | 5,019 | ||||||||||||
Net loss attributable to common stockholders | (9,814 | ) | (4,795 | ) | 5,019 | ||||||||||||
Net loss per Class A and Class B common share attributable to common shareholders - basic and diluted: | |||||||||||||||||
Loss from continuing operations | $ | (0.20 | ) | $ | (0.09 | ) | $ | 0.11 | |||||||||
Loss from discontinued operations | (0.01 | ) | (0.01 | ) | — | ||||||||||||
$ | (0.21 | ) | $ | (0.10 | ) | $ | 0.11 | ||||||||||
1 As previously disclosed, the Company has adjusted previously reported amounts to reflect Software as discontinued operations. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
BASIS OF PRESENTATION AND CONSOLIDATION | |||||||||||||||||
The Company has incurred net losses historically and has an accumulated deficit of $265,270 as of December 31, 2013. The Company also has significant contractual obligations related to its recourse and non-recourse debt for the fiscal year ending 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 December 31, 2013, and expected cash flows from operations, management believes that the Company has the ability to meet its obligations through at least December 31, 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”), 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”), Vistachiara Productions, Inc. f/k/a The Bigger Picture, currently d/b/a Cinedigm Content and Entertainment Group, Cinedigm Entertainment Corp. f/k/a New Video Group, Inc. ("New Video"), CEG, 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"). Cinedigm Content and Entertainment Group and New Video are together referred to as CEG. Software, along with AccessDM and Satellite (together referred to as DMS (the majority of which was sold in November, 2011 and remaining assets of which were sold in May 2012)) are part of discontinued operations. 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. | |||||||||||||||||
RECLASSIFICATION | |||||||||||||||||
Certain reclassifications, principally for Software's movement to discontinued operations and income taxes, have been made to the fiscal period ended December 31, 2012 consolidated financial statements to conform to the current fiscal period ended December 31, 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 $833 and $681 as of December 31, 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 the 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 December 31, 2013 | As of March 31, 2013 | ||||||||||||||||
Reserve account related to the 2013 Term Loans (See Note 5) | $ | 5,751 | $ | 5,751 | |||||||||||||
Reserve account related to the 2013 Prospect Loan Agreement (See Note 5) | 1,000 | 1,000 | |||||||||||||||
$ | 6,751 | $ | 6,751 | ||||||||||||||
DEFERRED COSTS | |||||||||||||||||
Deferred costs primarily consist of unamortized debt issuance costs related to the 2013 Term Loans, 2013 Prospect Loan and Cinedigm Credit Agreement (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: | |||||||||||||||||
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. 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 and liabilities: | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Restricted cash | $ | 6,751 | $ | — | $ | — | $ | 6,751 | |||||||||
Interest rate derivatives | — | 935 | — | 935 | |||||||||||||
Contingent consideration | — | — | (1,906 | ) | (1,906 | ) | |||||||||||
$ | 6,751 | $ | 935 | $ | (1,906 | ) | $ | 5,780 | |||||||||
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 ending March 31, 2014 and 2015. The estimates of the fair value of the contingent consideration arrangement 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 nine months ended December 31, 2013 were as follows: | |||||||||||||||||
Balance at March 31, 2013 | $ | 3,250 | |||||||||||||||
Change in fair value | (1,500 | ) | |||||||||||||||
Accretion of contingent liability | 156 | ||||||||||||||||
Balance at December 31, 2013 | $ | 1,906 | |||||||||||||||
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. During the three months ended September 30, 2013, the Company determined that the business unit would not meet the target for the fiscal year ending March 31, 2014 as defined in the New Video stock purchase agreement. Accordingly, the fair value of the liability was reduced by $1,500 and is a reduction of selling, general and administrative expenses within the condensed consolidated statements of operations for the nine months ended December 31, 2013. As of December 31, 2013, the remaining amount of contingent consideration arrangement, the range of outcomes and the assumptions used to develop the estimate had not changed for the fiscal year ending March 31, 2015. | |||||||||||||||||
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 and nine months ended December 31, 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 CEG goodwill reporting unit. 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. | |||||||||||||||||
As of December 31, 2013 and March 31, 2013, the Company's goodwill from continuing operations of $8,542 was all part of its Content & Entertainment segment. | |||||||||||||||||
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 primarily 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 typically 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 | |||||||||||||||||
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. | |||||||||||||||||
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). 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. | |||||||||||||||||
Movie Cost Amortization | |||||||||||||||||
Once a movie is released, capitalized acquisition costs are amortized and participations and residual costs are accrued on an individual title basis in the proportion to the revenue recognized during the period for each title ("Period Revenue") bears to the estimated remaining total revenue to be recognized from all sources for each title ("Ultimate Revenue"). The amount of movie and other costs that is amortized each period will depend on the ratio of Period Revenue to Ultimate Revenue for each movie. The Company makes certain estimates and judgments of Ultimate Revenue to be recognized for each title. Ultimate Revenue does not include estimates of revenue that will be earned beyond 5 years of a movie’s initial theatrical release date. Movie cost amortization is a component of direct operating costs within the condensed consolidated statements of operations. | |||||||||||||||||
Estimates of Ultimate Revenue and anticipated participation and residual costs are reviewed periodically in the ordinary course of business and are revised if necessary. A change in any given period to the Ultimate Revenue for an individual title will result in an increase or decrease in the percentage of amortization of capitalized movie and other costs and accrued participation and residual costs relative to a previous period. Depending on the performance of a title, significant changes to the future Ultimate Revenue may occur, which could result in significant changes to the amortization of the capitalized acquisition costs. | |||||||||||||||||
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 and subcontractors. | |||||||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||||||
During the three months ended December 31, 2013 and 2012, the Company recorded employee stock-based compensation from continuing operations of $621 and $346, respectively. During the nine months ended December 31, 2013 and 2012, the Company recorded employee and director stock-based compensation of $1,803 and $2,044, respectively. | |||||||||||||||||
The weighted-average grant-date fair value of options granted during the three months ended December 31, 2013 and 2012 was $0.97 and $0.88, respectively. The weighted-average grant-date fair value of options granted during the nine months ended December 31, 2013 and 2012 was $0.91 and $0.92, respectively. There were 90,180 options exercised during the three months ended December 31, 2013. There were 132,820 stock options exercised during the nine months ended December 31, 2013. During the three and nine months ended December 31, 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 December 31, | For the Nine Months Ended December 31, | ||||||||||||||||
Assumptions for Option Grants | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Range of risk-free interest rates | 1.4 - 1.6% | 0.6 - 0.7% | 0.7 - 1.6% | 0.9 - 2.1% | |||||||||||||
Dividend yield | — | — | — | — | |||||||||||||
Expected life (years) | 5 | 5 | 5 | 5 | |||||||||||||
Range of expected volatilities | 72.6 - 72.7% | 74.5 - 75.2% | 72.6- 73.7% | 74.5 - 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 from continuing operations related to the Company’s stock-based awards was as follows: | |||||||||||||||||
For the Three Months Ended December 31, | For the Nine Months Ended December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Direct operating | $ | 2 | $ | 2 | $ | 18 | $ | 15 | |||||||||
Selling, general and administrative | 619 | 344 | 1,785 | 2,029 | |||||||||||||
$ | 621 | $ | 346 | $ | 1,803 | $ | 2,044 | ||||||||||
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 =font> | Net loss + preferred dividends | ||||||||||||||||
Weighted average number of common stock | |||||||||||||||||
outstanding during the period | |||||||||||||||||
The sum of net loss from continuing operations per fully diluted share for the three months ended December 31, 2013, September 30, 2013 and three months ended June 30, 2013 does not equal the nine months ended December 31, 2013 amount due to rounding. Shares issued 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 and nine months ended December 31, 2013 and 2012 and, therefore, the impact of dilutive potential common shares from outstanding stock options and warrants, totaling 24,094,211 shares and 20,766,397 shares as of December 31, 2013 and 2012, respectively, were excluded from the computation as it would be anti-dilutive. |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ||||||||||||||||
As discussed in Note 1, discontinued operations is principally comprised of the operations of Software as of and for the three and nine months ended December 31, 2013. For the three and nine months ended December 31, 2012, the loss from discontinued operations is comprised of DMS and Software. There is no tax provision or benefit related to any of the discontinued operations. | ||||||||||||||||
The Company determined that an impairment of Software's goodwill and capitalized software was required after comparing Software's estimated fair value to the respective carrying values goodwill and capitalized software. | ||||||||||||||||
The assets and liabilities of discontinued operations were comprised of the following: | ||||||||||||||||
As of December 31, 2013 | As of March 31, 2013 | |||||||||||||||
Current assets of discontinued operations: | ||||||||||||||||
Accounts receivable, net | $ | 3,278 | $ | 2,311 | ||||||||||||
Unbilled revenue | 540 | 2,557 | ||||||||||||||
Prepaid and other current assets | 148 | 12 | ||||||||||||||
Total current assets of discontinued operations | 3,966 | 4,880 | ||||||||||||||
Current liabilities of discontinued operations: | ||||||||||||||||
Accounts payable and accrued expenses | 627 | 543 | ||||||||||||||
Deferred revenue | 1,463 | 2,058 | ||||||||||||||
Total current liabilities of discontinued operations | 2,090 | 2,601 | ||||||||||||||
Current assets of discontinued operations, net | $ | 1,876 | $ | 2,279 | ||||||||||||
Property and equipment, net | $ | 479 | $ | 423 | ||||||||||||
Goodwill | — | 4,197 | ||||||||||||||
Capitalized software, net | 5,293 | 7,132 | ||||||||||||||
Other assets | 392 | 543 | ||||||||||||||
Assets of discontinued operations | 6,164 | 12,295 | ||||||||||||||
Net assets of discontinued operations | $ | 8,040 | $ | 14,574 | ||||||||||||
The results of Software and DMS have been reported as discontinued operations for all periods presented. The loss from discontinued operations was as follows: | ||||||||||||||||
For the Three Months Ended December 31, | For the Nine Months Ended December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | $ | 1,061 | $ | 1,434 | $ | 3,274 | $ | 5,344 | ||||||||
Costs and Expenses: | ||||||||||||||||
Direct operating (exclusive of depreciation and amortization shown below) | 457 | 1,067 | 1,856 | 3,115 | ||||||||||||
Selling, general and administrative | 965 | 740 | 2,926 | 2,324 | ||||||||||||
Research and development | 58 | 76 | 64 | 112 | ||||||||||||
Provision for doubtful accounts | — | 36 | — | 36 | ||||||||||||
Impairment of goodwill and capitalized software | 7,226 | — | 7,226 | — | ||||||||||||
Depreciation and amortization | 44 | 41 | 253 | 127 | ||||||||||||
Total operating expenses | 8,750 | 1,960 | 12,325 | 5,714 | ||||||||||||
Loss from operations | (7,689 | ) | (526 | ) | (9,051 | ) | (370 | ) | ||||||||
Other expense, net | — | 2 | 9 | (19 | ) | |||||||||||
Loss from discontinued operations | $ | (7,689 | ) | $ | (524 | ) | $ | (9,042 | ) | $ | (389 | ) |
INVESTMENT_IN_NONCONSOLIDATED_
INVESTMENT IN NON-CONSOLIDATED ENTITY | 9 Months Ended | ||||
Dec. 31, 2013 | |||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||
INVESTMENT IN NON-CONSOLIDATED ENTITY | ' | ||||
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 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 December 31, 2013 and March 31, 2013 includes: | |||||
• | The Company's investment in the equity of Holdings; | ||||
• | As a result of operating losses for the nine months ended December 31, 2013, the investment in the equity of Holdings is $0 as of December 31, 2013. As of March 31, 2013, the investment in the equity of Holdings was $1,812; and | ||||
• | Accounts receivable due from Holdings for service fees under its master service agreement of $372 and $396, respectively, included within accounts receivable, net on the accompanying condensed consolidated balance sheets. | ||||
During the three months ended December 31, 2013 and 2012, the Company received $285 and $434 in aggregate revenues through digital cinema servicing fees from Holdings, respectively, included in revenues on the accompanying condensed consolidated statements of operations. During the nine months ended December 31, 2013 and 2012, such amounts were $822 and $1,328, respectively. Digital cinema servicing fees earned from Holdings during the three and nine months ended December 31, 2012 included one-time installation management fees of $304 and $1,224, respectively. | |||||
The Holding’s Total Stockholder’s Deficit at December 31, 2013 was $(1,553). The Company has no obligation to fund the operating loss or the deficit beyond its initial investment, and accordingly, the Company carried its investment in Holdings at $0. The change in the carrying amount of our investment in Holdings for the nine months ended December 31, 2013 is as follows: | |||||
Balance at March 31, 2013 | $ | 1,812 | |||
Equity in loss of Holdings | (1,812 | ) | |||
Balance at December 31, 2013 | $ | — | |||
NOTES_PAYABLE
NOTES PAYABLE | 9 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||
NOTES PAYABLE | ' | ||||||||||||||||||
NOTES PAYABLE | |||||||||||||||||||
Notes payable consisted of the following: | |||||||||||||||||||
As of December 31, 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 | $ | 25,878 | $ | 74,947 | $ | 26,250 | $ | 96,207 | |||||||||||
2013 Prospect Loan Agreement | — | 69,150 | — | 70,151 | |||||||||||||||
KBC Facilities | 8,048 | 28,938 | 8,059 | 36,205 | |||||||||||||||
P2 Vendor Note | 101 | 483 | 74 | 569 | |||||||||||||||
P2 Exhibitor Notes | 68 | 279 | 64 | 330 | |||||||||||||||
Total non-recourse notes payable | $ | 34,095 | $ | 173,797 | $ | 34,447 | $ | 203,462 | |||||||||||
Cinedigm Revolving Loans | $ | 14,775 | $ | — | $ | — | $ | — | |||||||||||
Cinedigm Term Loans | 3,500 | 21,108 | — | — | |||||||||||||||
2013 Notes, net of discount | — | 3,445 | — | — | |||||||||||||||
Total recourse notes payable | $ | 18,275 | $ | 24,553 | $ | — | $ | — | |||||||||||
Total notes payable | $ | 52,370 | $ | 198,350 | $ | 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. | |||||||||||||||||||
2013 Term Loans | |||||||||||||||||||
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 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 condensed 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 $4,707 and $6,787 as of December 31, 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 $6,751 as of December 31, 2013 and March 31, 2013. | |||||||||||||||||||
The balance of the 2013 Term Loans, net of the original issue discount, was as follows: | |||||||||||||||||||
As of December 31, 2013 | As of March 31, 2013 | ||||||||||||||||||
2013 Term Loans, at issuance, net | $ | 125,087 | $ | 125,087 | |||||||||||||||
Payments to date | (23,982 | ) | (2,275 | ) | |||||||||||||||
Discount on 2013 Term Loans | (280 | ) | (355 | ) | |||||||||||||||
2013 Term Loans, net | 100,825 | 122,457 | |||||||||||||||||
Less current portion | (25,878 | ) | (26,250 | ) | |||||||||||||||
Total long term portion | $ | 74,947 | $ | 96,207 | |||||||||||||||
2013 Prospect Loan Agreement | |||||||||||||||||||
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 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 December 31, 2013 was as follows: | |||||||||||||||||||
As of December 31, 2013 | As of March 31, 2013 | ||||||||||||||||||
2013 Prospect Loan Agreement, at issuance | $ | 70,000 | $ | 70,000 | |||||||||||||||
PIK Interest | 1,478 | 151 | |||||||||||||||||
Payments to date | (2,328 | ) | — | ||||||||||||||||
2013 Prospect Loan Agreement, net | 69,150 | 70,151 | |||||||||||||||||
Less current portion | — | — | |||||||||||||||||
Total long term portion | $ | 69,150 | $ | 70,151 | |||||||||||||||
KBC 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 December 31, 2013 | As of March 31, 2013 | ||||||||||||||
1 | $ | 8,900 | 8.5 | % | Dec-16 | $ | — | $ | — | ||||||||||
2 | 2,890 | 3.75 | % | Dec-17 | 418 | 1,961 | |||||||||||||
3 | 22,336 | 3.75 | % | Sep-18 | 14,359 | 16,752 | |||||||||||||
4 | 13,312 | 3.75 | % | Sep-18 | 9,033 | 10,459 | |||||||||||||
5 | 11,425 | 3.75 | % | Mar-19 | 8,569 | 9,794 | |||||||||||||
6 | 6,450 | 3.75 | % | Dec-18 | 4,607 | 5,298 | |||||||||||||
$ | 65,313 | $ | 36,986 | $ | 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. | |||||||||||||||||||
Cinedigm Credit Agreement | |||||||||||||||||||
On October 17, 2013, the Company entered into a credit agreement (the “Cinedigm 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”). Under the Cinedigm Credit Agreement and subject to the terms and conditions thereof, the Company may borrow an aggregate principal amount of up to $55,000, including term loans of $25,000 (the “Cinedigm Term Loans”) and revolving loans of up to $30,000 (the “Cinedigm Revolving Loans”). All of the Cinedigm Term Loans and $15,000 of the Cinedigm Revolving Loans were drawn at closing in connection with funding the GVE Acquisition upon the Company’s contribution of such funds. Each of the Cinedigm Term Loans and the Cinedigm Revolving Loans bears interest at the base rate plus 3.0% or the eurodollar rate plus 4.0%. Base rate, per annum, is equal to the highest of (a) the rate quoted by the Wall Street Journal as the “base rate on corporate loans by at least 75% of the nation’s largest banks,” (b) 0.50% plus the federal funds rate, and (c) the eurodollar rate plus 1.0%. All collections and revenues of CEG will be deposited into a special blocked account, 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 Cinedigm Credit Agreement according to certain designated priorities. On a quarterly basis, if funds remain after the payment of all such amounts, a portion of such funds will be applied to prepay the Cinedigm Term Loans. The Cinedigm Term Loans and Cinedigm Revolving Loans mature and must be paid in full by October 21, 2016. In addition, the Company may prepay the Cinedigm Term Loans and Cinedigm Revolving Loans, in whole or in part, subject to paying certain breakage costs, as applicable. | |||||||||||||||||||
At December 31, 2013, the balance of the Cinedigm Term Loans and Cinedigm Revolving Loans was $24,608 and $14,775, respectively. The Cinedigm Term Loans include an original issue discount, which will be amortized until its maturity date, of $392 | |||||||||||||||||||
as of December 31, 2013. | |||||||||||||||||||
2013 Notes | |||||||||||||||||||
On October 17, 2013 and October 21, 2013, the Company entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain investors party thereto (the “Investors”) pursuant to which the Company agreed to sell to the Investors notes in the aggregate principal amount of $5,000 (the “2013 Notes”) and warrants to purchase an aggregate of 1,500,000 shares of Class A Common Stock (the “2013 Warrants”). The sales were consummated on October 21, 2013. The proceeds of the sales of the 2013 Notes and 2013 Warrants were used for working capital and general corporate purposes, including to finance, in part, the GVE Acquisition. The Company allocated a proportional value of $1,598 to the 2013 Warrants using a Black-Scholes option valuation model with the following assumptions: | |||||||||||||||||||
Risk free interest rate | 1.38 | % | |||||||||||||||||
Dividend yield | — | ||||||||||||||||||
Expected life (years) | 5 | ||||||||||||||||||
Expected volatility | 76.25 | % | |||||||||||||||||
The Company has treated the proportional value of the 2013 Warrants of $1,598 as a debt discount. The debt discount of the 2013 Notes will be amortized through the maturity of the 2013 Notes as interest expense. | |||||||||||||||||||
The principal amount outstanding under the 2013 Notes is due on October 21, 2018. The 2013 Notes bear interest at 9.0% per annum, payable in quarterly installments over the term of the 2013 Notes. The 2013 Notes entitle the Company to redeem the 2013 Notes any time on or after October 21, 2015, subject to certain premiums. | |||||||||||||||||||
Letters of Credit | |||||||||||||||||||
As of December 31, 2013, outstanding letters of credit amounted to approximately $7,000, of which $3,000 expire on March 31, 2014, which relate principally to a distribution agreement with a customer. No amounts were drawn upon during the three month ended December 31, 2013. | |||||||||||||||||||
At December 31, 2013, the Company was in compliance with all of its debt covenants. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Equity [Abstract] | ' | ||||||
STOCKHOLDERS' EQUITY | ' | ||||||
STOCKHOLDERS’ EQUITY | |||||||
CAPITAL STOCK | |||||||
COMMON STOCK | |||||||
As of December 31, 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 $5,520, net of underwriting discount, during July 2013. | |||||||
On October 17, 2013, the Company conducted an underwritten public offering resulting in the sale by the Company of an aggregate of 9,089,990 shares of Class A Common Stock, priced at $1.43 per share on October 21, 2013 and October 23, 2013, with net proceeds to the Company of approximately $12,049. | |||||||
On October 17, 2013, the Company entered into a common stock purchase agreement (the “Stock Purchase Agreement”) with an investor party thereto (the “Common Stock Investor”) pursuant to which the Company agreed to sell to the Common Stock Investor 1,398,601 shares (the “2013 Shares”) of Class A Common Stock, for an aggregate purchase price in cash of $2,000, priced at $1.43 per share. The sale was consummated on October 21, 2013. The proceeds of the sale of the 2013 Shares will be used for working capital and general corporate purposes, including to finance, in part, the GVE Acquisition. | |||||||
PREFERRED STOCK | |||||||
Cumulative dividends in arrears on the preferred stock at December 31, 2013 and March 31, 2013 were $89 on each date. In January 2014, the Company paid its preferred stock dividends accrued at December 31, 2013 in the form of 59,122 shares of its Class A Common Stock. | |||||||
CINEDIGM’S EQUITY INCENTIVE PLAN | |||||||
During the nine months ended December 31, 2013, the Company granted stock options to purchase 2,780,000 shares of its Class A Common Stock to its employees at exercise prices ranging from $1.37 to $1.58 per share, which will vest ratably over a four year period. As of December 31, 2013, the weighted average exercise price for outstanding stock options was $1.66 and the weighted average remaining contractual life was 8.65 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 | 2,780,000 | 1.5 | |||||
Exercised | (222,820 | ) | 1.63 | ||||
Canceled | (540,969 | ) | 2.33 | ||||
Balance at December 31, 2013 | 6,069,211 | 1.66 | |||||
Restricted Stock Awards | |||||||
The Plan also provides for the issuance of restricted stock and restricted stock unit awards. During the nine months ended December 31, 2013 and 2012, the Company did not grant any restricted stock or restricted stock units. There are currently 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 | $ | 1.4 | ||||
Vested | (15,140 | ) | 1.4 | ||||
Canceled | (968 | ) | 1.4 | ||||
Balance at December 31, 2013 | — | — | |||||
OPTIONS GRANTED OUTSIDE CINEDIGM’S EQUITY INCENTIVE PLAN | |||||||
In October 2013, the Company issued options outside of the Equity Incentive Plan to 10 employees who joined the Company following its acquisition of GVE. The employees received options to purchase an aggregate of 620,000 shares of the Company's Class A Common Stock. The options have 10-year terms and an exercise price of $1.75 per share. | |||||||
WARRANTS | |||||||
At December 31, 2013, outstanding warrants consisted of 16,000,000 held by Sageview ("Sageview Warrants"), 525,000 held by a strategic management service provider and the 2013 Warrants. | |||||||
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 and expire on July 1, 2021. | |||||||
The 2013 Warrants will be exercisable through October 21, 2018 at an exercise price per share of $1.85. The 2013 Warrants and 2013 Notes are subject to certain transfer restrictions. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
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. |
SUPPLEMENTAL_CASH_FLOW_DISCLOS
SUPPLEMENTAL CASH FLOW DISCLOSURE | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
SUPPLEMENTAL CASH FLOW DISCLOSURE | ' | |||||||
SUPPLEMENTAL CASH FLOWS DISCLOSURE | ||||||||
For the Nine Months Ended December 31, | ||||||||
2013 | 2012 | |||||||
Cash interest paid | $ | 13,235 | $ | 12,835 | ||||
Assets acquired under capital leases | $ | 1,886 | $ | — | ||||
Accretion of preferred stock discount | $ | 82 | $ | 82 | ||||
Issuance of Class A Common Stock in connection with New Video Acquisition | $ | — | $ | 3,813 | ||||
Issuance of Class A Common Stock in connection with GVE Acquisition | $ | 1,000 | $ | — | ||||
Issuance of common stock for payment of preferred stock dividends | $ | 178 | $ | — | ||||
SEGMENT_INFORMATION
SEGMENT INFORMATION | 9 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||
SEGMENT INFORMATION | ' | ||||||||||||||||||||||||
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 8,829 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. | ||||||||||||||||||||||||
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. | ||||||||||||||||||||||||
Information related to the segments of the Company and its subsidiaries is detailed below: | |||||||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||||||
Phase I | Phase II | Services | Content & Entertainment | Corporate | Consolidated | ||||||||||||||||||||
Total intangible assets, net | $ | 309 | $ | 2 | $ | — | $ | 34,970 | $ | 3 | $ | 35,284 | |||||||||||||
Total goodwill | $ | — | $ | — | $ | — | $ | 8,542 | $ | — | $ | 8,542 | |||||||||||||
Assets from continuing operations | $ | 116,892 | $ | 68,885 | $ | 4,343 | $ | 111,879 | $ | 12,203 | $ | 314,202 | |||||||||||||
Net assets from discontinued operations | 8,040 | ||||||||||||||||||||||||
Total assets | $ | 322,242 | |||||||||||||||||||||||
Notes payable, non-recourse | $ | 169,975 | $ | 37,917 | $ | — | $ | — | $ | — | $ | 207,892 | |||||||||||||
Notes payable | — | — | — | — | 42,828 | 42,828 | |||||||||||||||||||
Capital leases | — | — | — | 79 | 6,143 | 6,222 | |||||||||||||||||||
Total debt | $ | 169,975 | $ | 37,917 | $ | — | $ | 79 | $ | 48,971 | $ | 256,942 | |||||||||||||
As of March 31, 2013 | |||||||||||||||||||||||||
Phase I | Phase II | Services | Content & Entertainment | Corporate | Consolidated | ||||||||||||||||||||
Total intangible assets, net | $ | 344 | $ | 6 | $ | — | $ | 12,449 | $ | — | $ | 12,799 | |||||||||||||
Total goodwill | $ | — | $ | — | $ | — | $ | 8,542 | $ | — | $ | 8,542 | |||||||||||||
Assets from continuing operations | $ | 137,880 | $ | 79,139 | $ | 4,691 | $ | 39,158 | $ | 6,017 | $ | 266,885 | |||||||||||||
Net assets from discontinued operations | 14,574 | ||||||||||||||||||||||||
Total assets | $ | 281,459 | |||||||||||||||||||||||
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 | |||||||||||||
Statements of Operations | |||||||||||||||||||||||||
For the Three Months Ended December 31, 2013 | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Phase I | Phase II | Services | Content & Entertainment | Corporate | Consolidated | ||||||||||||||||||||
Revenues from external customers | $ | 9,444 | $ | 3,216 | $ | 3,419 | $ | 18,806 | $ | — | $ | 34,885 | |||||||||||||
Intersegment revenues (1) | — | — | 5 | 11 | — | 16 | |||||||||||||||||||
Total segment revenues | 9,444 | 3,216 | 3,424 | 18,817 | — | 34,901 | |||||||||||||||||||
Less: Intersegment revenues | — | — | (5 | ) | (11 | ) | — | (16 | ) | ||||||||||||||||
Total consolidated revenues | $ | 9,444 | $ | 3,216 | $ | 3,419 | $ | 18,806 | $ | — | $ | 34,885 | |||||||||||||
Direct operating (exclusive of depreciation and amortization shown below) | 209 | 163 | 120 | 10,521 | — | 11,013 | |||||||||||||||||||
Selling, general and administrative | 47 | 76 | 213 | 4,202 | 2,411 | 6,949 | |||||||||||||||||||
Plus: Allocation of Corporate overhead | — | — | 549 | 1,101 | (1,650 | ) | — | ||||||||||||||||||
Provision for doubtful accounts | 5 | 23 | 5 | — | — | 33 | |||||||||||||||||||
Merger and acquisition expenses | — | — | — | — | 2,779 | 2,779 | |||||||||||||||||||
Restructuring and transition expenses | — | — | — | 1,142 | — | 1,142 | |||||||||||||||||||
Depreciation and amortization of property and equipment | 7,137 | 1,881 | 53 | 139 | 234 | 9,444 | |||||||||||||||||||
Amortization of intangible assets | 11 | 2 | — | 1,215 | — | 1,228 | |||||||||||||||||||
Total operating expenses | 7,409 | 2,145 | 940 | 18,320 | 3,774 | 32,588 | |||||||||||||||||||
Income (loss) from operations | $ | 2,035 | $ | 1,071 | $ | 2,479 | $ | 486 | $ | (3,774 | ) | $ | 2,297 | ||||||||||||
(1) Intersegment revenues principally represent personnel expenses. | |||||||||||||||||||||||||
The following employee 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 | $ | — | $ | — | $ | — | $ | 2 | $ | — | $ | 2 | |||||||||||||
Selling, general and administrative | — | — | 6 | 47 | 566 | 619 | |||||||||||||||||||
Total stock-based compensation | $ | — | $ | — | $ | 6 | $ | 49 | $ | 566 | $ | 621 | |||||||||||||
Statements of Operations | |||||||||||||||||||||||||
For the Three Months Ended December 31, 2012 | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Phase I | Phase II | Services | Content & Entertainment | Corporate | Consolidated | ||||||||||||||||||||
Revenues from external customers | $ | 9,772 | $ | 2,990 | $ | 3,387 | $ | 5,630 | $ | — | $ | 21,779 | |||||||||||||
Intersegment revenues (1) | — | — | 5 | 6 | — | 11 | |||||||||||||||||||
Total segment revenues | 9,772 | 2,990 | 3,392 | 5,636 | — | 21,790 | |||||||||||||||||||
Less: Intersegment revenues | — | — | (5 | ) | (6 | ) | — | (11 | ) | ||||||||||||||||
Total consolidated revenues | $ | 9,772 | $ | 2,990 | $ | 3,387 | $ | 5,630 | $ | — | $ | 21,779 | |||||||||||||
Direct operating (exclusive of depreciation and amortization shown below) | 138 | 189 | 197 | 1,595 | — | 2,119 | |||||||||||||||||||
Selling, general and administrative | 16 | 36 | 207 | 2,305 | 2,871 | 5,435 | |||||||||||||||||||
Plus: Allocation of Corporate overhead | — | — | 906 | 900 | (1,806 | ) | — | ||||||||||||||||||
Provision for doubtful accounts | 51 | 15 | 6 | — | — | 72 | |||||||||||||||||||
Depreciation and amortization of property and equipment | 7,137 | 1,849 | 2 | 7 | 125 | 9,120 | |||||||||||||||||||
Amortization of intangible assets | 11 | 2 | — | 719 | — | 732 | |||||||||||||||||||
Total operating expenses | 7,353 | 2,091 | 1,318 | 5,526 | 1,190 | 17,478 | |||||||||||||||||||
Income (loss) from operations | $ | 2,419 | $ | 899 | $ | 2,069 | $ | 104 | $ | (1,190 | ) | $ | 4,301 | ||||||||||||
(1) Intersegment revenues principally represent personnel expenses. | |||||||||||||||||||||||||
The following employee 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 | $ | — | $ | — | $ | 7 | $ | 2 | $ | — | $ | 9 | |||||||||||||
Selling, general and administrative | — | — | 2 | 25 | 460 | 487 | |||||||||||||||||||
Total stock-based compensation | $ | — | $ | — | $ | 9 | $ | 27 | $ | 460 | $ | 496 | |||||||||||||
Statements of Operations | |||||||||||||||||||||||||
For the Nine Months Ended December 31, 2013 | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Phase I | Phase II | Services | Content & Entertainment | Corporate | Consolidated | ||||||||||||||||||||
Revenues from external customers | $ | 27,737 | $ | 9,331 | $ | 9,798 | $ | 25,798 | $ | — | $ | 72,664 | |||||||||||||
Intersegment revenues (1) | — | — | 16 | 43 | — | 59 | |||||||||||||||||||
Total segment revenues | 27,737 | 9,331 | 9,814 | 25,841 | — | 72,723 | |||||||||||||||||||
Less: Intersegment revenues | — | — | (16 | ) | (43 | ) | — | (59 | ) | ||||||||||||||||
Total consolidated revenues | $ | 27,737 | $ | 9,331 | $ | 9,798 | $ | 25,798 | $ | — | $ | 72,664 | |||||||||||||
Direct operating (exclusive of depreciation and amortization shown below) | 566 | 446 | 301 | 18,245 | — | 19,558 | |||||||||||||||||||
Selling, general and administrative | 206 | 203 | 624 | 9,729 | 6,481 | 17,243 | |||||||||||||||||||
Plus: Allocation of Corporate overhead | — | — | 1,587 | 2,526 | (4,113 | ) | — | ||||||||||||||||||
Provision for doubtful accounts | 150 | 53 | 24 | — | — | 227 | |||||||||||||||||||
Merger and acquisition expenses | — | — | — | — | 2,779 | 2,779 | |||||||||||||||||||
Restructuring and transition expenses | — | — | — | 1,142 | — | 1,142 | |||||||||||||||||||
Depreciation and amortization of property and equipment | 21,412 | 5,642 | 161 | 149 | 537 | 27,901 | |||||||||||||||||||
Amortization of intangible assets | 34 | 5 | — | 2,015 | 1 | 2,055 | |||||||||||||||||||
Total operating expenses | 22,368 | 6,349 | 2,697 | 33,806 | 5,685 | 70,905 | |||||||||||||||||||
Income (loss) from operations | $ | 5,369 | $ | 2,982 | $ | 7,101 | $ | (8,008 | ) | $ | (5,685 | ) | $ | 1,759 | |||||||||||
(1) Intersegment revenues principally represent personnel expenses. | |||||||||||||||||||||||||
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 | $ | — | $ | — | $ | 13 | $ | 5 | $ | — | $ | 18 | |||||||||||||
Selling, general and administrative | — | — | 8 | 89 | 1,688 | 1,785 | |||||||||||||||||||
Total stock-based compensation | $ | — | $ | — | $ | 21 | $ | 94 | $ | 1,688 | $ | 1,803 | |||||||||||||
Statements of Operations | |||||||||||||||||||||||||
For the Nine Months Ended December 31, 2012 | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Phase I | Phase II | Services | Content & Entertainment | Corporate | Consolidated | ||||||||||||||||||||
Revenues from external customers | $ | 29,775 | $ | 9,313 | $ | 10,362 | $ | 11,998 | $ | — | $ | 61,448 | |||||||||||||
Intersegment revenues (1) | — | — | 20 | 24 | — | 44 | |||||||||||||||||||
Total segment revenues | 29,775 | 9,313 | 10,382 | 12,022 | — | 61,492 | |||||||||||||||||||
Less: Intersegment revenues | — | — | (20 | ) | (24 | ) | — | (44 | ) | ||||||||||||||||
Total consolidated revenues | $ | 29,775 | $ | 9,313 | $ | 10,362 | $ | 11,998 | $ | — | $ | 61,448 | |||||||||||||
Direct operating (exclusive of depreciation and amortization shown below) | 347 | 513 | 707 | 4,028 | — | 5,595 | |||||||||||||||||||
Selling, general and administrative | 89 | 87 | 615 | 6,193 | 9,263 | 16,247 | |||||||||||||||||||
Plus: Allocation of Corporate overhead | — | — | 2,382 | 2,724 | (5,106 | ) | — | ||||||||||||||||||
Provision for doubtful accounts | 156 | 46 | 24 | — | — | 226 | |||||||||||||||||||
Merger and acquisition expenses | — | — | — | 1,267 | 1,267 | ||||||||||||||||||||
Restructuring expenses | — | — | — | 340 | — | 340 | |||||||||||||||||||
Depreciation and amortization of property and equipment | 21,412 | 5,478 | 6 | 17 | 351 | 27,264 | |||||||||||||||||||
Amortization of intangible assets | 34 | 5 | — | 1,060 | 1 | 1,100 | |||||||||||||||||||
Total operating expenses | 22,038 | 6,129 | 3,734 | 14,362 | 5,776 | 52,039 | |||||||||||||||||||
Income (loss) from operations | $ | 7,737 | $ | 3,184 | $ | 6,628 | $ | (2,364 | ) | $ | (5,776 | ) | $ | 9,409 | |||||||||||
(1) Intersegment revenues principally represent personnel expenses. | |||||||||||||||||||||||||
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 | $ | — | $ | — | $ | 29 | $ | 13 | $ | — | $ | 42 | |||||||||||||
Selling, general and administrative | — | — | 5 | 63 | 1,588 | 1,656 | |||||||||||||||||||
Total stock-based compensation | $ | — | $ | — | $ | 34 | $ | 76 | $ | 1,588 | $ | 1,698 | |||||||||||||
RESTRUCTURING_AND_TRANSITION_E
RESTRUCTURING AND TRANSITION EXPENSES (Notes) | 9 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||
RESTRUCTURING AND TRANSITION EXPENSES | ' | ||||||||||||||
RESTRUCTURING AND TRANSITION EXPENSES | |||||||||||||||
During the three months ended December 31, 2013, the Company completed a strategic assessment of its resource requirements within its Content & Entertainment reporting segment which, based upon the GVE Acquisition, resulted in a restructuring expense of $975 as a result of workforce reduction and severance and employee-related expenses. Transition expenses of $167 are principally attributed to the integration of GVE. | |||||||||||||||
A summary of activity for restructuring activities included in accounts payable and accrued expenses is as follows: | |||||||||||||||
Balance at September 30, 2013 | Total Cost | Amounts Paid | Balance at December 31, 2013 | ||||||||||||
$ | — | $ | 975 | $ | (169 | ) | $ | 806 | |||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
BASIS OF PRESENTATION AND CONSOLIDATION | ' | ||||||||||||||||
BASIS OF PRESENTATION AND CONSOLIDATION | |||||||||||||||||
The Company has incurred net losses historically and has an accumulated deficit of $265,270 as of December 31, 2013. The Company also has significant contractual obligations related to its recourse and non-recourse debt for the fiscal year ending 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 December 31, 2013, and expected cash flows from operations, management believes that the Company has the ability to meet its obligations through at least December 31, 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”), 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”), Vistachiara Productions, Inc. f/k/a The Bigger Picture, currently d/b/a Cinedigm Content and Entertainment Group, Cinedigm Entertainment Corp. f/k/a New Video Group, Inc. ("New Video"), CEG, 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"). Cinedigm Content and Entertainment Group and New Video are together referred to as CEG. Software, along with AccessDM and Satellite (together referred to as DMS (the majority of which was sold in November, 2011 and remaining assets of which were sold in May 2012)) are part of discontinued operations. 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 | ' | ||||||||||||||||
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. | |||||||||||||||||
RECLASSIFICATION | ' | ||||||||||||||||
RECLASSIFICATION | |||||||||||||||||
Certain reclassifications, principally for Software's movement to discontinued operations and income taxes, have been made to the fiscal period ended December 31, 2012 consolidated financial statements to conform to the current fiscal period ended December 31, 2013 presentation. | |||||||||||||||||
USE OF ESTIMATES | ' | ||||||||||||||||
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 | ' | ||||||||||||||||
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 | ' | ||||||||||||||||
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 $833 and $681 as of December 31, 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 | ' | ||||||||||||||||
RESTRICTED CASH | |||||||||||||||||
In connection with the 2013 Term Loans issued in February 2013 and the 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 December 31, 2013 | As of March 31, 2013 | ||||||||||||||||
Reserve account related to the 2013 Term Loans (See Note 5) | $ | 5,751 | $ | 5,751 | |||||||||||||
Reserve account related to the 2013 Prospect Loan Agreement (See Note 5) | 1,000 | 1,000 | |||||||||||||||
$ | 6,751 | $ | 6,751 | ||||||||||||||
DEFERRED COSTS | ' | ||||||||||||||||
DEFERRED COSTS | |||||||||||||||||
Deferred costs primarily consist of unamortized debt issuance costs related to the 2013 Term Loans, 2013 Prospect Loan and Cinedigm Credit Agreement (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 | |||||||||||||||||
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 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 | ' | ||||||||||||||||
ACCOUNTING FOR DERIVATIVE ACTIVITIES | |||||||||||||||||
Derivative financial instruments are recorded at fair value. 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 | ' | ||||||||||||||||
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 and liabilities: | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Restricted cash | $ | 6,751 | $ | — | $ | — | $ | 6,751 | |||||||||
Interest rate derivatives | — | 935 | — | 935 | |||||||||||||
Contingent consideration | — | — | (1,906 | ) | (1,906 | ) | |||||||||||
$ | 6,751 | $ | 935 | $ | (1,906 | ) | $ | 5,780 | |||||||||
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 ending March 31, 2014 and 2015. The estimates of the fair value of the contingent consideration arrangement 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 nine months ended December 31, 2013 were as follows: | |||||||||||||||||
Balance at March 31, 2013 | $ | 3,250 | |||||||||||||||
Change in fair value | (1,500 | ) | |||||||||||||||
Accretion of contingent liability | 156 | ||||||||||||||||
Balance at December 31, 2013 | $ | 1,906 | |||||||||||||||
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. During the three months ended September 30, 2013, the Company determined that the business unit would not meet the target for the fiscal year ending March 31, 2014 as defined in the New Video stock purchase agreement. Accordingly, the fair value of the liability was reduced by $1,500 and is a reduction of selling, general and administrative expenses within the condensed consolidated statements of operations for the nine months ended December 31, 2013. As of December 31, 2013, the remaining amount of contingent consideration arrangement, the range of outcomes and the assumptions used to develop the estimate had not changed for the fiscal year ending March 31, 2015. | |||||||||||||||||
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 | ' | ||||||||||||||||
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 and nine months ended December 31, 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 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 CEG goodwill reporting unit. 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. | |||||||||||||||||
As of December 31, 2013 and March 31, 2013, the Company's goodwill from continuing operations of $8,542 was all part of its Content & Entertainment segment. | |||||||||||||||||
REVENUE RECOGNITION | ' | ||||||||||||||||
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 primarily 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 typically 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 | |||||||||||||||||
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. | |||||||||||||||||
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). 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. | |||||||||||||||||
Movie Cost Amortization | |||||||||||||||||
Once a movie is released, capitalized acquisition costs are amortized and participations and residual costs are accrued on an individual title basis in the proportion to the revenue recognized during the period for each title ("Period Revenue") bears to the estimated remaining total revenue to be recognized from all sources for each title ("Ultimate Revenue"). The amount of movie and other costs that is amortized each period will depend on the ratio of Period Revenue to Ultimate Revenue for each movie. The Company makes certain estimates and judgments of Ultimate Revenue to be recognized for each title. Ultimate Revenue does not include estimates of revenue that will be earned beyond 5 years of a movie’s initial theatrical release date. Movie cost amortization is a component of direct operating costs within the condensed consolidated statements of operations. | |||||||||||||||||
Estimates of Ultimate Revenue and anticipated participation and residual costs are reviewed periodically in the ordinary course of business and are revised if necessary. A change in any given period to the Ultimate Revenue for an individual title will result in an increase or decrease in the percentage of amortization of capitalized movie and other costs and accrued participation and residual costs relative to a previous period. Depending on the performance of a title, significant changes to the future Ultimate Revenue may occur, which could result in significant changes to the amortization of the capitalized acquisition costs. | |||||||||||||||||
DIRECT OPERATING COSTS | ' | ||||||||||||||||
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 and subcontractors. | |||||||||||||||||
STOCK-BASED COMPENSATION | ' | ||||||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||||||
During the three months ended December 31, 2013 and 2012, the Company recorded employee stock-based compensation from continuing operations of $621 and $346, respectively. During the nine months ended December 31, 2013 and 2012, the Company recorded employee and director stock-based compensation of $1,803 and $2,044, respectively. | |||||||||||||||||
The weighted-average grant-date fair value of options granted during the three months ended December 31, 2013 and 2012 was $0.97 and $0.88, respectively. The weighted-average grant-date fair value of options granted during the nine months ended December 31, 2013 and 2012 was $0.91 and $0.92, respectively. There were 90,180 options exercised during the three months ended December 31, 2013. There were 132,820 stock options exercised during the nine months ended December 31, 2013. During the three and nine months ended December 31, 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 December 31, | For the Nine Months Ended December 31, | ||||||||||||||||
Assumptions for Option Grants | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Range of risk-free interest rates | 1.4 - 1.6% | 0.6 - 0.7% | 0.7 - 1.6% | 0.9 - 2.1% | |||||||||||||
Dividend yield | — | — | — | — | |||||||||||||
Expected life (years) | 5 | 5 | 5 | 5 | |||||||||||||
Range of expected volatilities | 72.6 - 72.7% | 74.5 - 75.2% | 72.6- 73.7% | 74.5 - 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 from continuing operations related to the Company’s stock-based awards was as follows: | |||||||||||||||||
For the Three Months Ended December 31, | For the Nine Months Ended December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Direct operating | $ | 2 | $ | 2 | $ | 18 | $ | 15 | |||||||||
Selling, general and administrative | 619 | 344 | 1,785 | 2,029 | |||||||||||||
$ | 621 | $ | 346 | $ | 1,803 | $ | 2,044 | ||||||||||
NET LOSS PER SHARE | ' | ||||||||||||||||
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 =font> | Net loss + preferred dividends | ||||||||||||||||
Weighted average number of common stock | |||||||||||||||||
outstanding during the period | |||||||||||||||||
The sum of net loss from continuing operations per fully diluted share for the three months ended December 31, 2013, September 30, 2013 and three months ended June 30, 2013 does not equal the nine months ended December 31, 2013 amount due to rounding. Shares issued 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 and nine months ended December 31, 2013 and 2012 and, therefore, the impact of dilutive potential common shares from outstanding stock options and warrants, totaling 24,094,211 shares and 20,766,397 shares as of December 31, 2013 and 2012, respectively, were excluded from the computation as it would be anti-dilutive. |
NATURE_OF_OPERATIONS_Tables
NATURE OF OPERATIONS (Tables) | 9 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | ||||||||||||||||
The following unaudited consolidated pro forma summary information for the three and nine months ended December 31, 2013 has been prepared by adjusting the historical data as set forth in the accompanying condensed consolidated statements of operations for the three and nine months ended December 31, 2013 to give effect to the GVE Acquisition as if it had occurred at April 1, 2012. | |||||||||||||||||
For the Three Months Ended December 31, | For the Nine Months Ended December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue | $ | 34,885 | $ | 39,156 | $ | 93,250 | $ | 99,955 | |||||||||
Operating income | $ | 2,297 | $ | 8,580 | $ | 2,548 | $ | 17,785 | |||||||||
Net (loss) income | $ | (10,382 | ) | $ | 2,293 | $ | (22,055 | ) | $ | 3,499 | |||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||||||||||||||
The purchase price has been preliminarily allocated to the identifiable net assets acquired as of the date of acquisition as follows: | |||||||||||||||||
Accounts receivable | $ | 24,389 | |||||||||||||||
Advances | 11,630 | ||||||||||||||||
Other assets | 4,009 | ||||||||||||||||
Intangible assets subject to amortization | 24,536 | ||||||||||||||||
Total assets acquired | 64,564 | ||||||||||||||||
Total liabilities assumed | (13,064 | ) | |||||||||||||||
Total net assets acquired | $ | 51,500 | |||||||||||||||
Schedule of revised condensed consolidated statement of operations | ' | ||||||||||||||||
Accordingly, the previously reported condensed consolidated statement of operations for the nine months ended December 31, 2012 has been revised as follows: | |||||||||||||||||
As Previously Reported1 | As Adjusted1 | Change | |||||||||||||||
Condensed consolidated statement of operations | |||||||||||||||||
Loss from continuing operations before benefit from income taxes | $ | (9,273 | ) | $ | (9,158 | ) | $ | 115 | |||||||||
Benefit from income taxes | — | 5,019 | 5,019 | ||||||||||||||
Loss from continuing operations | (9,273 | ) | (4,139 | ) | 5,134 | ||||||||||||
Net loss | (9,547 | ) | (4,528 | ) | 5,019 | ||||||||||||
Net loss attributable to common stockholders | (9,814 | ) | (4,795 | ) | 5,019 | ||||||||||||
Net loss per Class A and Class B common share attributable to common shareholders - basic and diluted: | |||||||||||||||||
Loss from continuing operations | $ | (0.20 | ) | $ | (0.09 | ) | $ | 0.11 | |||||||||
Loss from discontinued operations | (0.01 | ) | (0.01 | ) | — | ||||||||||||
$ | (0.21 | ) | $ | (0.10 | ) | $ | 0.11 | ||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Cash restricted for repaying interest on the term loans | ' | ||||||||||||||||
In connection with the 2013 Term Loans issued in February 2013 and the 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 December 31, 2013 | As of March 31, 2013 | ||||||||||||||||
Reserve account related to the 2013 Term Loans (See Note 5) | $ | 5,751 | $ | 5,751 | |||||||||||||
Reserve account related to the 2013 Prospect Loan Agreement (See Note 5) | 1,000 | 1,000 | |||||||||||||||
$ | 6,751 | $ | 6,751 | ||||||||||||||
Estimated useful lives of Property and equipment | ' | ||||||||||||||||
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 | ||||||||||||||||
Fair Value Measurements of financial assets | ' | ||||||||||||||||
The following tables summarize the levels of fair value measurements of the Company’s financial assets and liabilities: | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Restricted cash | $ | 6,751 | $ | — | $ | — | $ | 6,751 | |||||||||
Interest rate derivatives | — | 935 | — | 935 | |||||||||||||
Contingent consideration | — | — | (1,906 | ) | (1,906 | ) | |||||||||||
$ | 6,751 | $ | 935 | $ | (1,906 | ) | $ | 5,780 | |||||||||
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 | ||||||||
Schedule of Changes in Contingent Consideration Liabilities | ' | ||||||||||||||||
The following change in contingent consideration liabilities during the nine months ended December 31, 2013 were as follows: | |||||||||||||||||
Balance at March 31, 2013 | $ | 3,250 | |||||||||||||||
Change in fair value | (1,500 | ) | |||||||||||||||
Accretion of contingent liability | 156 | ||||||||||||||||
Balance at December 31, 2013 | $ | 1,906 | |||||||||||||||
Assumptions used in Black-Scholes option valuation model for estimating fair value of 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 December 31, | For the Nine Months Ended December 31, | ||||||||||||||||
Assumptions for Option Grants | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Range of risk-free interest rates | 1.4 - 1.6% | 0.6 - 0.7% | 0.7 - 1.6% | 0.9 - 2.1% | |||||||||||||
Dividend yield | — | — | — | — | |||||||||||||
Expected life (years) | 5 | 5 | 5 | 5 | |||||||||||||
Range of expected volatilities | 72.6 - 72.7% | 74.5 - 75.2% | 72.6- 73.7% | 74.5 - 76.2% | |||||||||||||
Employee stock-based compensation expense related to stock-based awards | ' | ||||||||||||||||
Employee and director stock-based compensation expense from continuing operations related to the Company’s stock-based awards was as follows: | |||||||||||||||||
For the Three Months Ended December 31, | For the Nine Months Ended December 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Direct operating | $ | 2 | $ | 2 | $ | 18 | $ | 15 | |||||||||
Selling, general and administrative | 619 | 344 | 1,785 | 2,029 | |||||||||||||
$ | 621 | $ | 346 | $ | 1,803 | $ | 2,044 | ||||||||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Schedule of Assets, Liabilities and Loss from Discontinued Operations | ' | |||||||||||||||
The assets and liabilities of discontinued operations were comprised of the following: | ||||||||||||||||
As of December 31, 2013 | As of March 31, 2013 | |||||||||||||||
Current assets of discontinued operations: | ||||||||||||||||
Accounts receivable, net | $ | 3,278 | $ | 2,311 | ||||||||||||
Unbilled revenue | 540 | 2,557 | ||||||||||||||
Prepaid and other current assets | 148 | 12 | ||||||||||||||
Total current assets of discontinued operations | 3,966 | 4,880 | ||||||||||||||
Current liabilities of discontinued operations: | ||||||||||||||||
Accounts payable and accrued expenses | 627 | 543 | ||||||||||||||
Deferred revenue | 1,463 | 2,058 | ||||||||||||||
Total current liabilities of discontinued operations | 2,090 | 2,601 | ||||||||||||||
Current assets of discontinued operations, net | $ | 1,876 | $ | 2,279 | ||||||||||||
Property and equipment, net | $ | 479 | $ | 423 | ||||||||||||
Goodwill | — | 4,197 | ||||||||||||||
Capitalized software, net | 5,293 | 7,132 | ||||||||||||||
Other assets | 392 | 543 | ||||||||||||||
Assets of discontinued operations | 6,164 | 12,295 | ||||||||||||||
Net assets of discontinued operations | $ | 8,040 | $ | 14,574 | ||||||||||||
The results of Software and DMS have been reported as discontinued operations for all periods presented. The loss from discontinued operations was as follows: | ||||||||||||||||
For the Three Months Ended December 31, | For the Nine Months Ended December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | $ | 1,061 | $ | 1,434 | $ | 3,274 | $ | 5,344 | ||||||||
Costs and Expenses: | ||||||||||||||||
Direct operating (exclusive of depreciation and amortization shown below) | 457 | 1,067 | 1,856 | 3,115 | ||||||||||||
Selling, general and administrative | 965 | 740 | 2,926 | 2,324 | ||||||||||||
Research and development | 58 | 76 | 64 | 112 | ||||||||||||
Provision for doubtful accounts | — | 36 | — | 36 | ||||||||||||
Impairment of goodwill and capitalized software | 7,226 | — | 7,226 | — | ||||||||||||
Depreciation and amortization | 44 | 41 | 253 | 127 | ||||||||||||
Total operating expenses | 8,750 | 1,960 | 12,325 | 5,714 | ||||||||||||
Loss from operations | (7,689 | ) | (526 | ) | (9,051 | ) | (370 | ) | ||||||||
Other expense, net | — | 2 | 9 | (19 | ) | |||||||||||
Loss from discontinued operations | $ | (7,689 | ) | $ | (524 | ) | $ | (9,042 | ) | $ | (389 | ) |
INVESTMENT_IN_NONCONSOLIDATED_1
INVESTMENT IN NON-CONSOLIDATED ENTITY (Tables) | 9 Months Ended | ||||
Dec. 31, 2013 | |||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||
Schedule of Changes in Carrying Amount of Investment in Non-Consolidated Entity | ' | ||||
The change in the carrying amount of our investment in Holdings for the nine months ended December 31, 2013 is as follows: | |||||
Balance at March 31, 2013 | $ | 1,812 | |||
Equity in loss of Holdings | (1,812 | ) | |||
Balance at December 31, 2013 | $ | — | |||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 9 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||
Schedule of Notes Payable | ' | ||||||||||||||||||
Notes payable consisted of the following: | |||||||||||||||||||
As of December 31, 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 | $ | 25,878 | $ | 74,947 | $ | 26,250 | $ | 96,207 | |||||||||||
2013 Prospect Loan Agreement | — | 69,150 | — | 70,151 | |||||||||||||||
KBC Facilities | 8,048 | 28,938 | 8,059 | 36,205 | |||||||||||||||
P2 Vendor Note | 101 | 483 | 74 | 569 | |||||||||||||||
P2 Exhibitor Notes | 68 | 279 | 64 | 330 | |||||||||||||||
Total non-recourse notes payable | $ | 34,095 | $ | 173,797 | $ | 34,447 | $ | 203,462 | |||||||||||
Cinedigm Revolving Loans | $ | 14,775 | $ | — | $ | — | $ | — | |||||||||||
Cinedigm Term Loans | 3,500 | 21,108 | — | — | |||||||||||||||
2013 Notes, net of discount | — | 3,445 | — | — | |||||||||||||||
Total recourse notes payable | $ | 18,275 | $ | 24,553 | $ | — | $ | — | |||||||||||
Total notes payable | $ | 52,370 | $ | 198,350 | $ | 34,447 | $ | 203,462 | |||||||||||
Debt Instrument [Line Items] | ' | ||||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | ' | ||||||||||||||||||
The Company allocated a proportional value of $1,598 to the 2013 Warrants using a Black-Scholes option valuation model with the following assumptions: | |||||||||||||||||||
Risk free interest rate | 1.38 | % | |||||||||||||||||
Dividend yield | — | ||||||||||||||||||
Expected life (years) | 5 | ||||||||||||||||||
Expected volatility | 76.25 | % | |||||||||||||||||
Schedule of Credit Facilities | ' | ||||||||||||||||||
A summary of the credit facilities is as follows: | |||||||||||||||||||
Outstanding Principal Balance | |||||||||||||||||||
Facility1 | Credit Facility | Interest Rate2 | Maturity Date | As of December 31, 2013 | As of March 31, 2013 | ||||||||||||||
1 | $ | 8,900 | 8.5 | % | Dec-16 | $ | — | $ | — | ||||||||||
2 | 2,890 | 3.75 | % | Dec-17 | 418 | 1,961 | |||||||||||||
3 | 22,336 | 3.75 | % | Sep-18 | 14,359 | 16,752 | |||||||||||||
4 | 13,312 | 3.75 | % | Sep-18 | 9,033 | 10,459 | |||||||||||||
5 | 11,425 | 3.75 | % | Mar-19 | 8,569 | 9,794 | |||||||||||||
6 | 6,450 | 3.75 | % | Dec-18 | 4,607 | 5,298 | |||||||||||||
$ | 65,313 | $ | 36,986 | $ | 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. | |||||||||||||||||||
2013 Term Loans | ' | ||||||||||||||||||
Debt Instrument [Line Items] | ' | ||||||||||||||||||
Schedule of Debt Outstanding | ' | ||||||||||||||||||
The balance of the 2013 Term Loans, net of the original issue discount, was as follows: | |||||||||||||||||||
As of December 31, 2013 | As of March 31, 2013 | ||||||||||||||||||
2013 Term Loans, at issuance, net | $ | 125,087 | $ | 125,087 | |||||||||||||||
Payments to date | (23,982 | ) | (2,275 | ) | |||||||||||||||
Discount on 2013 Term Loans | (280 | ) | (355 | ) | |||||||||||||||
2013 Term Loans, net | 100,825 | 122,457 | |||||||||||||||||
Less current portion | (25,878 | ) | (26,250 | ) | |||||||||||||||
Total long term portion | $ | 74,947 | $ | 96,207 | |||||||||||||||
2013 Prospect Loan Agreement | ' | ||||||||||||||||||
Debt Instrument [Line Items] | ' | ||||||||||||||||||
Schedule of Debt Outstanding | ' | ||||||||||||||||||
The balance of the 2013 Prospect Loan Agreement at December 31, 2013 was as follows: | |||||||||||||||||||
As of December 31, 2013 | As of March 31, 2013 | ||||||||||||||||||
2013 Prospect Loan Agreement, at issuance | $ | 70,000 | $ | 70,000 | |||||||||||||||
PIK Interest | 1,478 | 151 | |||||||||||||||||
Payments to date | (2,328 | ) | — | ||||||||||||||||
2013 Prospect Loan Agreement, net | 69,150 | 70,151 | |||||||||||||||||
Less current portion | — | — | |||||||||||||||||
Total long term portion | $ | 69,150 | $ | 70,151 | |||||||||||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Equity [Abstract] | ' | ||||||
Schedule of Outstanding Stock Options | ' | ||||||
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 | 2,780,000 | 1.5 | |||||
Exercised | (222,820 | ) | 1.63 | ||||
Canceled | (540,969 | ) | 2.33 | ||||
Balance at December 31, 2013 | 6,069,211 | 1.66 | |||||
Schedule of Restricted Stock Awards | ' | ||||||
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 | $ | 1.4 | ||||
Vested | (15,140 | ) | 1.4 | ||||
Canceled | (968 | ) | 1.4 | ||||
Balance at December 31, 2013 | — | — | |||||
SUPPLEMENTAL_CASH_FLOW_DISCLOS1
SUPPLEMENTAL CASH FLOW DISCLOSURE (Tables) | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Schedule of Supplemental Cash Flows | ' | |||||||
For the Nine Months Ended December 31, | ||||||||
2013 | 2012 | |||||||
Cash interest paid | $ | 13,235 | $ | 12,835 | ||||
Assets acquired under capital leases | $ | 1,886 | $ | — | ||||
Accretion of preferred stock discount | $ | 82 | $ | 82 | ||||
Issuance of Class A Common Stock in connection with New Video Acquisition | $ | — | $ | 3,813 | ||||
Issuance of Class A Common Stock in connection with GVE Acquisition | $ | 1,000 | $ | — | ||||
Issuance of common stock for payment of preferred stock dividends | $ | 178 | $ | — | ||||
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Segment Reporting, Assets and Debt | ' | ||||||||||||||||||||||||
Information related to the segments of the Company and its subsidiaries is detailed below: | |||||||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||||||
Phase I | Phase II | Services | Content & Entertainment | Corporate | Consolidated | ||||||||||||||||||||
Total intangible assets, net | $ | 309 | $ | 2 | $ | — | $ | 34,970 | $ | 3 | $ | 35,284 | |||||||||||||
Total goodwill | $ | — | $ | — | $ | — | $ | 8,542 | $ | — | $ | 8,542 | |||||||||||||
Assets from continuing operations | $ | 116,892 | $ | 68,885 | $ | 4,343 | $ | 111,879 | $ | 12,203 | $ | 314,202 | |||||||||||||
Net assets from discontinued operations | 8,040 | ||||||||||||||||||||||||
Total assets | $ | 322,242 | |||||||||||||||||||||||
Notes payable, non-recourse | $ | 169,975 | $ | 37,917 | $ | — | $ | — | $ | — | $ | 207,892 | |||||||||||||
Notes payable | — | — | — | — | 42,828 | 42,828 | |||||||||||||||||||
Capital leases | — | — | — | 79 | 6,143 | 6,222 | |||||||||||||||||||
Total debt | $ | 169,975 | $ | 37,917 | $ | — | $ | 79 | $ | 48,971 | $ | 256,942 | |||||||||||||
As of March 31, 2013 | |||||||||||||||||||||||||
Phase I | Phase II | Services | Content & Entertainment | Corporate | Consolidated | ||||||||||||||||||||
Total intangible assets, net | $ | 344 | $ | 6 | $ | — | $ | 12,449 | $ | — | $ | 12,799 | |||||||||||||
Total goodwill | $ | — | $ | — | $ | — | $ | 8,542 | $ | — | $ | 8,542 | |||||||||||||
Assets from continuing operations | $ | 137,880 | $ | 79,139 | $ | 4,691 | $ | 39,158 | $ | 6,017 | $ | 266,885 | |||||||||||||
Net assets from discontinued operations | 14,574 | ||||||||||||||||||||||||
Total assets | $ | 281,459 | |||||||||||||||||||||||
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 | |||||||||||||
Schedule of Segment Reporting, Statement of Operations | ' | ||||||||||||||||||||||||
Statements of Operations | |||||||||||||||||||||||||
For the Three Months Ended December 31, 2012 | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Phase I | Phase II | Services | Content & Entertainment | Corporate | Consolidated | ||||||||||||||||||||
Revenues from external customers | $ | 9,772 | $ | 2,990 | $ | 3,387 | $ | 5,630 | $ | — | $ | 21,779 | |||||||||||||
Intersegment revenues (1) | — | — | 5 | 6 | — | 11 | |||||||||||||||||||
Total segment revenues | 9,772 | 2,990 | 3,392 | 5,636 | — | 21,790 | |||||||||||||||||||
Less: Intersegment revenues | — | — | (5 | ) | (6 | ) | — | (11 | ) | ||||||||||||||||
Total consolidated revenues | $ | 9,772 | $ | 2,990 | $ | 3,387 | $ | 5,630 | $ | — | $ | 21,779 | |||||||||||||
Direct operating (exclusive of depreciation and amortization shown below) | 138 | 189 | 197 | 1,595 | — | 2,119 | |||||||||||||||||||
Selling, general and administrative | 16 | 36 | 207 | 2,305 | 2,871 | 5,435 | |||||||||||||||||||
Plus: Allocation of Corporate overhead | — | — | 906 | 900 | (1,806 | ) | — | ||||||||||||||||||
Provision for doubtful accounts | 51 | 15 | 6 | — | — | 72 | |||||||||||||||||||
Depreciation and amortization of property and equipment | 7,137 | 1,849 | 2 | 7 | 125 | 9,120 | |||||||||||||||||||
Amortization of intangible assets | 11 | 2 | — | 719 | — | 732 | |||||||||||||||||||
Total operating expenses | 7,353 | 2,091 | 1,318 | 5,526 | 1,190 | 17,478 | |||||||||||||||||||
Income (loss) from operations | $ | 2,419 | $ | 899 | $ | 2,069 | $ | 104 | $ | (1,190 | ) | $ | 4,301 | ||||||||||||
(1) Intersegment revenues principally represent personnel expenses. | |||||||||||||||||||||||||
Statements of Operations | |||||||||||||||||||||||||
For the Nine Months Ended December 31, 2012 | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Phase I | Phase II | Services | Content & Entertainment | Corporate | Consolidated | ||||||||||||||||||||
Revenues from external customers | $ | 29,775 | $ | 9,313 | $ | 10,362 | $ | 11,998 | $ | — | $ | 61,448 | |||||||||||||
Intersegment revenues (1) | — | — | 20 | 24 | — | 44 | |||||||||||||||||||
Total segment revenues | 29,775 | 9,313 | 10,382 | 12,022 | — | 61,492 | |||||||||||||||||||
Less: Intersegment revenues | — | — | (20 | ) | (24 | ) | — | (44 | ) | ||||||||||||||||
Total consolidated revenues | $ | 29,775 | $ | 9,313 | $ | 10,362 | $ | 11,998 | $ | — | $ | 61,448 | |||||||||||||
Direct operating (exclusive of depreciation and amortization shown below) | 347 | 513 | 707 | 4,028 | — | 5,595 | |||||||||||||||||||
Selling, general and administrative | 89 | 87 | 615 | 6,193 | 9,263 | 16,247 | |||||||||||||||||||
Plus: Allocation of Corporate overhead | — | — | 2,382 | 2,724 | (5,106 | ) | — | ||||||||||||||||||
Provision for doubtful accounts | 156 | 46 | 24 | — | — | 226 | |||||||||||||||||||
Merger and acquisition expenses | — | — | — | 1,267 | 1,267 | ||||||||||||||||||||
Restructuring expenses | — | — | — | 340 | — | 340 | |||||||||||||||||||
Depreciation and amortization of property and equipment | 21,412 | 5,478 | 6 | 17 | 351 | 27,264 | |||||||||||||||||||
Amortization of intangible assets | 34 | 5 | — | 1,060 | 1 | 1,100 | |||||||||||||||||||
Total operating expenses | 22,038 | 6,129 | 3,734 | 14,362 | 5,776 | 52,039 | |||||||||||||||||||
Income (loss) from operations | $ | 7,737 | $ | 3,184 | $ | 6,628 | $ | (2,364 | ) | $ | (5,776 | ) | $ | 9,409 | |||||||||||
(1) Intersegment revenues principally represent personnel expenses. | |||||||||||||||||||||||||
Statements of Operations | |||||||||||||||||||||||||
For the Nine Months Ended December 31, 2013 | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Phase I | Phase II | Services | Content & Entertainment | Corporate | Consolidated | ||||||||||||||||||||
Revenues from external customers | $ | 27,737 | $ | 9,331 | $ | 9,798 | $ | 25,798 | $ | — | $ | 72,664 | |||||||||||||
Intersegment revenues (1) | — | — | 16 | 43 | — | 59 | |||||||||||||||||||
Total segment revenues | 27,737 | 9,331 | 9,814 | 25,841 | — | 72,723 | |||||||||||||||||||
Less: Intersegment revenues | — | — | (16 | ) | (43 | ) | — | (59 | ) | ||||||||||||||||
Total consolidated revenues | $ | 27,737 | $ | 9,331 | $ | 9,798 | $ | 25,798 | $ | — | $ | 72,664 | |||||||||||||
Direct operating (exclusive of depreciation and amortization shown below) | 566 | 446 | 301 | 18,245 | — | 19,558 | |||||||||||||||||||
Selling, general and administrative | 206 | 203 | 624 | 9,729 | 6,481 | 17,243 | |||||||||||||||||||
Plus: Allocation of Corporate overhead | — | — | 1,587 | 2,526 | (4,113 | ) | — | ||||||||||||||||||
Provision for doubtful accounts | 150 | 53 | 24 | — | — | 227 | |||||||||||||||||||
Merger and acquisition expenses | — | — | — | — | 2,779 | 2,779 | |||||||||||||||||||
Restructuring and transition expenses | — | — | — | 1,142 | — | 1,142 | |||||||||||||||||||
Depreciation and amortization of property and equipment | 21,412 | 5,642 | 161 | 149 | 537 | 27,901 | |||||||||||||||||||
Amortization of intangible assets | 34 | 5 | — | 2,015 | 1 | 2,055 | |||||||||||||||||||
Total operating expenses | 22,368 | 6,349 | 2,697 | 33,806 | 5,685 | 70,905 | |||||||||||||||||||
Income (loss) from operations | $ | 5,369 | $ | 2,982 | $ | 7,101 | $ | (8,008 | ) | $ | (5,685 | ) | $ | 1,759 | |||||||||||
(1) Intersegment revenues principally represent personnel expenses. | |||||||||||||||||||||||||
Statements of Operations | |||||||||||||||||||||||||
For the Three Months Ended December 31, 2013 | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Phase I | Phase II | Services | Content & Entertainment | Corporate | Consolidated | ||||||||||||||||||||
Revenues from external customers | $ | 9,444 | $ | 3,216 | $ | 3,419 | $ | 18,806 | $ | — | $ | 34,885 | |||||||||||||
Intersegment revenues (1) | — | — | 5 | 11 | — | 16 | |||||||||||||||||||
Total segment revenues | 9,444 | 3,216 | 3,424 | 18,817 | — | 34,901 | |||||||||||||||||||
Less: Intersegment revenues | — | — | (5 | ) | (11 | ) | — | (16 | ) | ||||||||||||||||
Total consolidated revenues | $ | 9,444 | $ | 3,216 | $ | 3,419 | $ | 18,806 | $ | — | $ | 34,885 | |||||||||||||
Direct operating (exclusive of depreciation and amortization shown below) | 209 | 163 | 120 | 10,521 | — | 11,013 | |||||||||||||||||||
Selling, general and administrative | 47 | 76 | 213 | 4,202 | 2,411 | 6,949 | |||||||||||||||||||
Plus: Allocation of Corporate overhead | — | — | 549 | 1,101 | (1,650 | ) | — | ||||||||||||||||||
Provision for doubtful accounts | 5 | 23 | 5 | — | — | 33 | |||||||||||||||||||
Merger and acquisition expenses | — | — | — | — | 2,779 | 2,779 | |||||||||||||||||||
Restructuring and transition expenses | — | — | — | 1,142 | — | 1,142 | |||||||||||||||||||
Depreciation and amortization of property and equipment | 7,137 | 1,881 | 53 | 139 | 234 | 9,444 | |||||||||||||||||||
Amortization of intangible assets | 11 | 2 | — | 1,215 | — | 1,228 | |||||||||||||||||||
Total operating expenses | 7,409 | 2,145 | 940 | 18,320 | 3,774 | 32,588 | |||||||||||||||||||
Income (loss) from operations | $ | 2,035 | $ | 1,071 | $ | 2,479 | $ | 486 | $ | (3,774 | ) | $ | 2,297 | ||||||||||||
(1) Intersegment revenues principally represent personnel expenses. | |||||||||||||||||||||||||
Schedule of Segement Reporting, Employee Stock-based Compensation Expense | ' | ||||||||||||||||||||||||
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 | $ | — | $ | — | $ | 13 | $ | 5 | $ | — | $ | 18 | |||||||||||||
Selling, general and administrative | — | — | 8 | 89 | 1,688 | 1,785 | |||||||||||||||||||
Total stock-based compensation | $ | — | $ | — | $ | 21 | $ | 94 | $ | 1,688 | $ | 1,803 | |||||||||||||
The following employee 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 | $ | — | $ | — | $ | 7 | $ | 2 | $ | — | $ | 9 | |||||||||||||
Selling, general and administrative | — | — | 2 | 25 | 460 | 487 | |||||||||||||||||||
Total stock-based compensation | $ | — | $ | — | $ | 9 | $ | 27 | $ | 460 | $ | 496 | |||||||||||||
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 | $ | — | $ | — | $ | 29 | $ | 13 | $ | — | $ | 42 | |||||||||||||
Selling, general and administrative | — | — | 5 | 63 | 1,588 | 1,656 | |||||||||||||||||||
Total stock-based compensation | $ | — | $ | — | $ | 34 | $ | 76 | $ | 1,588 | $ | 1,698 | |||||||||||||
The following employee 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 | $ | — | $ | — | $ | — | $ | 2 | $ | — | $ | 2 | |||||||||||||
Selling, general and administrative | — | — | 6 | 47 | 566 | 619 | |||||||||||||||||||
Total stock-based compensation | $ | — | $ | — | $ | 6 | $ | 49 | $ | 566 | $ | 621 | |||||||||||||
RESTRUCTURING_AND_TRANSITION_E1
RESTRUCTURING AND TRANSITION EXPENSES (Tables) | 9 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||
Schedule of Restructuring Activities Included in Accounts Payable and Accrued Expenses | ' | ||||||||||||||
A summary of activity for restructuring activities included in accounts payable and accrued expenses is as follows: | |||||||||||||||
Balance at September 30, 2013 | Total Cost | Amounts Paid | Balance at December 31, 2013 | ||||||||||||
$ | — | $ | 975 | $ | (169 | ) | $ | 806 | |||||||
NATURE_OF_OPERATIONS_NARRATIVE
NATURE OF OPERATIONS - NARRATIVE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
theatre | segments | |||
theatre | ||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' |
Number of Reportable Segments | ' | ' | 4 | ' |
Number Of Movie Theatres | 12,000 | ' | 12,000 | ' |
Merger and acquisition expenses | $2,779 | $0 | $2,779 | $1,267 |
NATURE_OF_OPERATIONS_REVISION_
NATURE OF OPERATIONS - REVISION TO PRIOR QUARTER FINANCIAL STATEMENT OF OPERATIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Loss from continuing operations before benefit from income taxes | ($2,693) | ($1,260) | ($13,495) | ($9,158) |
Benefit from income taxes | 0 | 0 | 0 | 5,019 |
Loss from continuing operations | -2,693 | -1,260 | -13,495 | -4,139 |
Net loss | -10,382 | -1,784 | -22,537 | -4,528 |
Net loss attributable to common stockholders | -10,471 | -1,873 | -22,804 | -4,795 |
Net loss per Class A and Class B common share attributable to common shareholders - basic and diluted: [Abstract] | ' | ' | ' | ' |
Loss from continuing operations (in dollars per share) | ($0.05) | ($0.03) | ($0.25) | ($0.09) |
Loss from discontinued operations (in dollars per share) | ($0.12) | ($0.01) | ($0.17) | ($0.01) |
Net loss per Class A and Class B common share - basic and diluted | ($0.17) | ($0.04) | ($0.42) | ($0.10) |
As Previously Reported | ' | ' | ' | ' |
Loss from continuing operations before benefit from income taxes | ' | ' | ' | -9,273 |
Benefit from income taxes | ' | ' | ' | 0 |
Loss from continuing operations | ' | ' | ' | -9,273 |
Net loss | ' | ' | ' | -9,547 |
Net loss attributable to common stockholders | ' | ' | ' | -9,814 |
Net loss per Class A and Class B common share attributable to common shareholders - basic and diluted: [Abstract] | ' | ' | ' | ' |
Loss from continuing operations (in dollars per share) | ' | ' | ' | ($0.20) |
Loss from discontinued operations (in dollars per share) | ' | ' | ' | ($0.01) |
Net loss per Class A and Class B common share - basic and diluted | ' | ' | ' | ($0.21) |
Change | ' | ' | ' | ' |
Loss from continuing operations before benefit from income taxes | ' | ' | ' | 115 |
Benefit from income taxes | ' | ' | ' | 5,019 |
Loss from continuing operations | ' | ' | ' | 5,134 |
Net loss | ' | ' | ' | 5,019 |
Net loss attributable to common stockholders | ' | ' | ' | $5,019 |
Net loss per Class A and Class B common share attributable to common shareholders - basic and diluted: [Abstract] | ' | ' | ' | ' |
Loss from continuing operations (in dollars per share) | ' | ' | ' | $0.11 |
Loss from discontinued operations (in dollars per share) | ' | ' | ' | $0 |
Net loss per Class A and Class B common share - basic and diluted | ' | ' | ' | $0.11 |
NATURE_OF_OPERATIONS_ACQUISITI
NATURE OF OPERATIONS - ACQUISITION OF GVE (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Oct. 17, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 21, 2013 |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Merger and acquisition expenses | ' | $2,779 | $0 | $2,779 | $1,267 | ' |
Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | ' | '5 years | ' | ' |
Aggregate purchase price | 51,500 | ' | ' | ' | ' | ' |
Purchase price - amount payable in cash | 47,500 | ' | ' | ' | ' | ' |
Purchase price - amount payable in shares (shares) | 666,978 | ' | ' | ' | ' | ' |
Purchase price - amount payable in shares (value) | 1,000 | ' | ' | ' | ' | ' |
Purchase price - amount payable in cash on deferred basis | 3,000 | ' | ' | ' | ' | ' |
Merger and acquisition expenses | ' | 2,779 | ' | ' | ' | ' |
Professional fees | ' | 2,294 | ' | ' | ' | ' |
Internal expenses directly related to the GVE Acquisition | ' | 485 | ' | ' | ' | ' |
Revenues of GVE acquisition included in condensed consolidated statements of operations | ' | 10,911 | ' | ' | ' | ' |
Net income of GVE acquisition included in condensed consolidated statements of operations | ' | 2,878 | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | ' | 24,389 |
Advances | ' | ' | ' | ' | ' | 11,630 |
Other assets | ' | ' | ' | ' | ' | 4,009 |
Intangible assets subject to amortization | ' | ' | ' | ' | ' | 24,536 |
Total assets acquired | ' | ' | ' | ' | ' | 64,564 |
Total liabilities assumed | ' | ' | ' | ' | ' | -13,064 |
Total net assets acquired | ' | ' | ' | ' | ' | 51,500 |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' | ' | ' | ' | ' |
Revenue | ' | 34,885 | 39,156 | 93,250 | 99,955 | ' |
Operating income | ' | 2,297 | 8,580 | 2,548 | 17,785 | ' |
Net (loss) income | ' | ($10,382) | $2,293 | ($22,055) | $3,499 | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - RESTRICTED CASH (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Restricted Cash and Investments [Abstract] | ' | ' |
Reserve account related to the Term Loans | $6,751 | $6,751 |
2013 Term Loans | ' | ' |
Restricted Cash and Investments [Abstract] | ' | ' |
Reserve account related to the Term Loans | 5,751 | 5,751 |
2013 Prospect Loan Agreement | ' | ' |
Restricted Cash and Investments [Abstract] | ' | ' |
Reserve account related to the Term Loans | $1,000 | $1,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - PROPERTY AND EQUIPMENT (Details) | 9 Months Ended |
Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' |
Deferred revenue expected amortization period | '10 years |
Computer Equipment and Software [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated useful lives | '3 years |
Computer Equipment and Software [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated useful lives | '5 years |
Digital Cinema Projection Systems [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated useful lives | '10 years |
Machinery and Equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated useful lives | '3 years |
Machinery and Equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated useful lives | '10 years |
Furniture and Fixtures [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated useful lives | '3 years |
Furniture and Fixtures [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated useful lives | '6 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - FAIR VALUE MEASUREMENTS (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Contingent Consideration Liabilities | ||
Fair Value, Inputs, Level 1 | Fair Value, Inputs, Level 1 | Fair Value, Inputs, Level 2 | Fair Value, Inputs, Level 2 | Fair Value, Inputs, Level 3 | Fair Value, Inputs, Level 3 | ||||||
Levels of fair value measurements of financial assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash equivalents | ' | ' | ' | $1,004 | ' | $1,004 | ' | $0 | ' | $0 | ' |
Restricted cash | 6,751 | 6,751 | 6,751 | 6,751 | 6,751 | 6,751 | 0 | 0 | 0 | 0 | ' |
Interest rate derivatives | 0 | -544 | -935 | -544 | 0 | 0 | -935 | -544 | 0 | 0 | ' |
Contingent consideration | ' | ' | -1,906 | -3,250 | 0 | 0 | 0 | 0 | -1,906 | -3,250 | ' |
Financial assets | ' | ' | 5,780 | 3,961 | 6,751 | 7,755 | 935 | -544 | -1,906 | -3,250 | ' |
Contingent consideration liabilities [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value, contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,250 |
Change in fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,500 |
Accretion of contingent liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 156 |
Fair value, contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,906 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - GOODWILL ALLOCATED TO THE COMPANY (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill [Roll Forward] | ' | ' |
Goodwill | $8,542 | $8,542 |
Content & Entertainment | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Goodwill | $8,542 | $8,542 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - FAIR VALUE ASSUMPTIONS USED FOR STOCK OPTIONS (Details) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Assumptions for Option Grants: | ' | ' | ' | ' |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ' | ' | ' | ' |
Assumptions for Option Grants: | ' | ' | ' | ' |
Risk free interest rate | 1.40% | 0.60% | 0.70% | 0.90% |
Range of expected volatilities | 72.60% | 74.50% | 72.60% | 74.50% |
Maximum [Member] | ' | ' | ' | ' |
Assumptions for Option Grants: | ' | ' | ' | ' |
Risk free interest rate | 1.60% | 0.70% | 1.60% | 2.10% |
Expected life (years) | '5 years | '5 years | '5 years | '5 years |
Range of expected volatilities | 72.70% | 75.20% | 73.70% | 76.20% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - EMPLOYEE STOCK-BASED COMPENSATION EXPENSE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | $621 | $496 | $1,803 | $1,698 |
Direct operating | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 2 | 9 | 18 | 42 |
Selling, general and administrative | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 619 | 487 | 1,785 | 1,656 |
Continuing Operations | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 621 | 346 | 1,803 | 2,044 |
Continuing Operations | Direct operating | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 2 | 2 | 18 | 15 |
Continuing Operations | Selling, general and administrative | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | $619 | $344 | $1,785 | $2,029 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NARRATIVE (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Accumulated deficit | $265,270 | ' | $265,270 | ' | $242,466 |
Ownership percentage of CDF2 Holdings, LLC | ' | ' | 100.00% | ' | ' |
Allowance for Doubtful Accounts | 833 | ' | 833 | ' | 681 |
Discount rate | ' | ' | 7.00% | ' | ' |
Financial performance target achieved (percent) | ' | ' | 100.00% | ' | ' |
Expected payment percentage of the maximum contingent consideration amount | 75.00% | ' | 75.00% | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' | ' |
Goodwill | 8,542 | ' | 8,542 | ' | 8,542 |
Amortization of capitalized software costs | ' | ' | -942 | -829 | ' |
Return on Billed Unpaid Costs, Annual Percentage | ' | ' | 15.00% | ' | ' |
Deferred revenue expected amortization period | ' | ' | '10 years | ' | ' |
Deferred Revenue | ' | ' | 2 | ' | ' |
Activation fee revenue, lower range | 1 | ' | 1 | ' | ' |
Activation fee revenue, upper range | 2 | ' | 2 | ' | ' |
Incentive Fees, Percentage of VPF Phase I | 2.50% | ' | 2.50% | ' | ' |
Administrative Fees VPF Phase 1 Deployment | 5.00% | ' | 5.00% | ' | ' |
Total stock-based compensation | 621 | 496 | 1,803 | 1,698 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.97 | $0.88 | $0.91 | $0.92 | ' |
Issuance of common stock in connection with the exercise of warrants and stock options (shares) | 90,180 | 0 | 132,820 | 0 | ' |
Antidilutive Shares excluded from EPS computation | ' | ' | 24,094,211 | 20,766,397 | ' |
Up-front Payment Arrangement [Member] | ' | ' | ' | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' | ' |
Administrative Fee VPFs | 10.00% | ' | 10.00% | ' | ' |
Content & Entertainment | ' | ' | ' | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' | ' |
Goodwill | 8,542 | ' | 8,542 | ' | 8,542 |
Total stock-based compensation | 49 | 27 | 94 | 76 | ' |
Services Segment [Member] | ' | ' | ' | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' | ' |
Goodwill | 0 | ' | 0 | ' | 0 |
Total stock-based compensation | 6 | 9 | 21 | 34 | ' |
Contingent Consideration Liabilities | ' | ' | ' | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' | ' |
Change in fair value | ' | ' | 1,500 | ' | ' |
Continuing Operations | ' | ' | ' | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' | ' |
Impairment charge from continuing operations for long-lived assets | 0 | 0 | ' | ' | ' |
Impairment charge from continuing operations for finite-lived assets | ' | ' | 0 | 0 | ' |
Total stock-based compensation | $621 | $346 | $1,803 | $2,044 | ' |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Cinedigm Software (Software), and AccessDM and Satellite (DMS) [Member] | Cinedigm Software (Software), and AccessDM and Satellite (DMS) [Member] | Cinedigm Software (Software), and AccessDM and Satellite (DMS) [Member] | Cinedigm Software [Member] | Cinedigm Software [Member] | ||||
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable, net | ' | ' | ' | ' | ' | $2,311 | $3,278 | $3,278 |
Unbilled revenue | ' | ' | ' | ' | ' | 2,557 | 540 | 540 |
Prepaid and other current assets | ' | ' | ' | ' | ' | 12 | 148 | 148 |
Total current assets of discontinued operations | ' | ' | ' | ' | ' | 4,880 | 3,966 | 3,966 |
Accounts payable and accrued expenses | ' | ' | ' | ' | ' | 543 | 627 | 627 |
Deferred revenue | ' | ' | ' | ' | ' | 2,058 | 1,463 | 1,463 |
Total current liabilities of discontinued operations | ' | ' | ' | ' | ' | 2,601 | 2,090 | 2,090 |
Current assets of discontinued operations, net | 1,876 | ' | 2,279 | ' | ' | 2,279 | 1,876 | 1,876 |
Property and equipment, net | ' | ' | ' | ' | ' | 423 | 479 | 479 |
Goodwill | ' | ' | ' | ' | ' | 4,197 | 0 | 0 |
Capitalized software, net | ' | ' | ' | ' | ' | 7,132 | 5,293 | 5,293 |
Other assets | ' | ' | ' | ' | ' | 543 | 392 | 392 |
Assets of discontinued operations | 6,164 | ' | 12,295 | ' | ' | 12,295 | 6,164 | 6,164 |
Net assets of discontinued operations | ' | ' | ' | ' | ' | 14,574 | 8,040 | 8,040 |
Loss from discontinued operations: | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | 1,434 | 5,344 | ' | 1,061 | 3,274 |
Costs and Expenses: | ' | ' | ' | ' | ' | ' | ' | ' |
Direct operating (exclusive of depreciation and amortization shown below) | ' | ' | ' | 1,067 | 3,115 | ' | 457 | 1,856 |
Selling, general and administrative | ' | ' | ' | 740 | 2,324 | ' | 965 | 2,926 |
Research and development | ' | ' | ' | 76 | 112 | ' | 58 | 64 |
Provision for doubtful accounts | ' | ' | ' | 36 | 36 | ' | 0 | 0 |
Impairment of goodwill and capitalized software | 7,226 | 0 | ' | 0 | 0 | ' | 7,226 | 7,226 |
Depreciation and amortization | ' | ' | ' | 41 | 127 | ' | 44 | 253 |
Total operating expenses | ' | ' | ' | 1,960 | 5,714 | ' | 8,750 | 12,325 |
Loss from operations | ' | ' | ' | -526 | -370 | ' | -7,689 | -9,051 |
Other expense, net | ' | ' | ' | 2 | -19 | ' | 0 | 9 |
Loss from discontinued operations | ' | ' | ' | ($524) | ($389) | ' | ($7,689) | ($9,042) |
INVESTMENT_IN_NONCONSOLIDATED_2
INVESTMENT IN NON-CONSOLIDATED ENTITY (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Changes in the carrying amount of our investment in CDF2: | ' | ' | ' | ' |
Balance at March 31, 2013 | ' | ' | $1,812 | ' |
Equity in loss of Holdings | 0 | 678 | -1,812 | 1,340 |
Balance at December 31, 2013 | $0 | ' | $0 | ' |
INVESTMENT_IN_NONCONSOLIDATED_3
INVESTMENT IN NON-CONSOLIDATED ENTITY (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 |
Equity Method Investments and Joint Ventures [Abstract] | ' | ' | ' | ' | ' |
Equity Investment | $0 | ' | $0 | ' | $1,812 |
Accounts Receivable due from Holdings for service fees | 372 | ' | 372 | ' | 396 |
Equity Method Investment Revenue | 285 | 434 | 822 | 1,328 | ' |
Variable Interest Entity, Not Primary Beneficiary [Member] | Holdings [Member] | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Management Fees Revenue | 304 | ' | 1,224 | ' | ' |
Members' equity of Holdings | ($1,553) | ' | ($1,553) | ' | ' |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Notes Payable: | ' | ' |
Current Portion | $52,370 | $34,447 |
Long Term Portion | 198,350 | 203,462 |
2013 Term Loans, net of debt discount | ' | ' |
Notes Payable: | ' | ' |
Current Portion | 25,878 | 26,250 |
Long Term Portion | 74,947 | 96,207 |
2013 Prospect Loan Agreement | ' | ' |
Notes Payable: | ' | ' |
Current Portion | 0 | 0 |
Long Term Portion | 69,150 | 70,151 |
Non-recourse Notes Payable [Member] | ' | ' |
Notes Payable: | ' | ' |
Current Portion | 34,095 | 34,447 |
Long Term Portion | 173,797 | 203,462 |
Non-recourse Notes Payable [Member] | 2013 Term Loans, net of debt discount | ' | ' |
Notes Payable: | ' | ' |
Current Portion | 25,878 | 26,250 |
Long Term Portion | 74,947 | 96,207 |
Non-recourse Notes Payable [Member] | 2013 Prospect Loan Agreement | ' | ' |
Notes Payable: | ' | ' |
Current Portion | 0 | 0 |
Long Term Portion | 69,150 | 70,151 |
Non-recourse Notes Payable [Member] | KBC Facilities | ' | ' |
Notes Payable: | ' | ' |
Current Portion | 8,048 | 8,059 |
Long Term Portion | 28,938 | 36,205 |
Non-recourse Notes Payable [Member] | P2 Vendor Note | ' | ' |
Notes Payable: | ' | ' |
Current Portion | 101 | 74 |
Long Term Portion | 483 | 569 |
Non-recourse Notes Payable [Member] | P2 Exhibitor Notes | ' | ' |
Notes Payable: | ' | ' |
Current Portion | 68 | 64 |
Long Term Portion | 279 | 330 |
Recourse Notes Payable [Member] | ' | ' |
Notes Payable: | ' | ' |
Current Portion | 18,275 | 0 |
Long Term Portion | 24,553 | 0 |
Recourse Notes Payable [Member] | Cinedigm Revolving Loans | ' | ' |
Notes Payable: | ' | ' |
Current Portion | 14,775 | 0 |
Long Term Portion | 0 | 0 |
Recourse Notes Payable [Member] | Cinedigm Term Loans | ' | ' |
Notes Payable: | ' | ' |
Current Portion | 3,500 | 0 |
Long Term Portion | 21,108 | 0 |
Recourse Notes Payable [Member] | 2013 Notes, net of discount | ' | ' |
Notes Payable: | ' | ' |
Current Portion | 0 | 0 |
Long Term Portion | $3,445 | $0 |
NOTES_PAYABLE_NARRATIVE_Detail
NOTES PAYABLE - NARRATIVE (Details) (USD $) | 6 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Feb. 28, 2013 | |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Restricted cash | ' | $6,751,000 | $6,751,000 | ' |
2013 Term Loans | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Debt amount, at issuance | ' | 125,087,000 | 125,087,000 | 130,000,000 |
Debt principal balance assigned to affiliate | ' | ' | ' | 5,000,000 |
Debt Instrument, Variable Rate Basis, Floor | ' | ' | ' | 1.00% |
Debt Instrument, Prepayment Premium | ' | 1.00% | ' | ' |
2013 Prospect Loan Agreement | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Debt amount, at issuance | ' | 70,000,000 | 70,000,000 | 70,000,000 |
Debt Instrument, Variable Rate Basis, Floor | ' | ' | ' | 2.00% |
Basis spread on variable rate | ' | ' | ' | 9.00% |
Debt instrument stated interest rate percentage | ' | ' | ' | 2.50% |
Annual threshold of financial support guaranteed by Company towards the 2013 Prospect Loan | 1,500,000 | ' | ' | ' |
Base Rate [Member] | 2013 Term Loans | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | ' | 1.75% |
LIBOR | 2013 Term Loans | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | ' | 2.75% |
Debt Instrument, Prepayment Period - Between Second And Third Anniversary | 2013 Prospect Loan Agreement | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Debt Instrument, Prepayment Premium | ' | ' | ' | 5.00% |
Debt Instrument, Prepayment Period - Between Third and Fourth Anniversary | 2013 Prospect Loan Agreement | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Debt Instrument, Prepayment Premium | ' | ' | ' | 4.00% |
Debt Instrument, Prepayment Period - Between Fourth and Fifth Anniversary | 2013 Prospect Loan Agreement | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Debt Instrument, Prepayment Premium | ' | ' | ' | 3.00% |
Debt Instrument, Prepayment Period - Between Fifth and Sixth Anniversary | 2013 Prospect Loan Agreement | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Debt Instrument, Prepayment Premium | ' | ' | ' | 2.00% |
Debt Instrument, Prepayment Period - Between Sixth and Seventh Anniversary | 2013 Prospect Loan Agreement | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Debt Instrument, Prepayment Premium | ' | ' | ' | 1.00% |
Debt Service Payment for 2013 and 2010 Credit Agreements | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Restricted Funds dedicated to 2010 Term Loans Credit Agreement | ' | 4,707,000 | 6,787,000 | ' |
Restricted cash | ' | $6,751,000 | ' | ' |
NOTES_PAYABLE_NET_OF_ORIGINAL_
NOTES PAYABLE - NET OF ORIGINAL ISSUE DISCOUNT (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 | Feb. 28, 2013 |
Debt Instrument [Line Items] | ' | ' | ' |
Less current portion | ($52,370,000) | ($34,447,000) | ' |
Total long term portion | 198,350,000 | 203,462,000 | ' |
2013 Term Loans, net of debt discount | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt amount, at issuance | 125,087,000 | 125,087,000 | 130,000,000 |
Payments to date | -23,982,000 | -2,275,000 | ' |
Discount on debt instrument | -280,000 | -355,000 | ' |
Notes payable, excluding debt discount | 100,825,000 | 122,457,000 | ' |
Less current portion | -25,878,000 | -26,250,000 | ' |
Total long term portion | 74,947,000 | 96,207,000 | ' |
2013 Prospect Loan Agreement | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt amount, at issuance | 70,000,000 | 70,000,000 | 70,000,000 |
PIK Interest | 1,478,000 | 151,000 | ' |
Payments to date | -2,328,000 | 0 | ' |
Notes payable, excluding debt discount | 69,150,000 | 70,151,000 | ' |
Less current portion | 0 | 0 | ' |
Total long term portion | $69,150,000 | $70,151,000 | ' |
NOTES_PAYABLE_SUMMARY_OF_CREDI
NOTES PAYABLE - SUMMARY OF CREDIT FACILITIES (Details) (Credit Facility [Member], USD $) | Sep. 30, 2013 | Mar. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Line of Credit Facility [Line Items] | ' | ' | |
Line of Credit Facility, Maximum Borrowing Capacity | $65,313 | [1] | ' |
Line of Credit Facility, Outstanding Principal Balance | 36,986 | 44,264 | |
Credit Facility 1 [Member] | ' | ' | |
Line of Credit Facility [Line Items] | ' | ' | |
Line of Credit Facility, Maximum Borrowing Capacity | 8,900 | [1] | ' |
Basis spread on variable rate | 8.50% | [2] | ' |
Line of Credit Facility, Outstanding Principal Balance | 0 | ' | |
Credit Facility 2 [Member] | ' | ' | |
Line of Credit Facility [Line Items] | ' | ' | |
Line of Credit Facility, Maximum Borrowing Capacity | 2,890 | [1] | ' |
Basis spread on variable rate | 3.75% | [2] | ' |
Line of Credit Facility, Outstanding Principal Balance | 418 | 1,961 | |
Credit Facility 3 [Member] | ' | ' | |
Line of Credit Facility [Line Items] | ' | ' | |
Line of Credit Facility, Maximum Borrowing Capacity | 22,336 | [1] | ' |
Basis spread on variable rate | 3.75% | [2] | ' |
Line of Credit Facility, Outstanding Principal Balance | 14,359 | 16,752 | |
Credit Facility 4 [Member] | ' | ' | |
Line of Credit Facility [Line Items] | ' | ' | |
Line of Credit Facility, Maximum Borrowing Capacity | 13,312 | [1] | ' |
Basis spread on variable rate | 3.75% | [2] | ' |
Line of Credit Facility, Outstanding Principal Balance | 9,033 | 10,459 | |
Credit Facility 5 [Member] | ' | ' | |
Line of Credit Facility [Line Items] | ' | ' | |
Line of Credit Facility, Maximum Borrowing Capacity | 11,425 | [1] | ' |
Basis spread on variable rate | 3.75% | [2] | ' |
Line of Credit Facility, Outstanding Principal Balance | 8,569 | 9,794 | |
Credit Facility 6 [Member] | ' | ' | |
Line of Credit Facility [Line Items] | ' | ' | |
Line of Credit Facility, Maximum Borrowing Capacity | 6,450 | [1] | ' |
Basis spread on variable rate | 3.75% | [2] | ' |
Line of Credit Facility, Outstanding Principal Balance | $4,607 | $5,298 | |
[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. |
NOTES_PAYABLE_Cinedigm_Credit_
NOTES PAYABLE - Cinedigm Credit Agreement (Details) (USD $) | Oct. 17, 2013 | Dec. 31, 2013 | Oct. 17, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | |
In Thousands, unless otherwise specified | CEH Term Loans [Member] | Term Loans [Member] | Term Loans [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Base Rate [Member] | Eurodollar [Member] | Eurodollar [Member] | Notes payable | |
CEH Term Loans [Member] | CEH Term Loans [Member] | CEH Term Loans [Member] | CEH Term Loans [Member] | Term Loans [Member] | CEH Term Loans [Member] | Term Loans [Member] | 2013 Notes, net of discount | |||||
CEH Term Loans [Member] | CEH Term Loans [Member] | |||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Line of Credit Facility, Maximum Borrowing Capacity | $55,000 | ' | $25,000 | $65,313 | [1] | ' | ' | $30,000 | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | 24,608 | ' | 36,986 | 44,264 | 14,775 | 15,000 | ' | ' | ' | ' | |
Discount on debt instrument | ' | $392 | ' | ' | ' | ' | ' | ' | ' | ' | $1,598 | |
Basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | 4.00% | ' | |
Base rate, minimum | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Basis spread on base rate | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | |
[1] | For each facility, principal is to be repaid in twenty-eight quarterly installments. |
NOTES_PAYABLE_2013_Notes_Detai
NOTES PAYABLE - 2013 Notes (Details) (USD $) | Dec. 31, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | Dec. 31, 2013 | Oct. 23, 2013 |
2013 Notes, net of discount | 2013 Notes, net of discount | Class A common stock | Letter of Credit [Member] | Warrant [Member] | ||
Notes payable | Securities Purchase Agreement [Member] | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | $5,000,000 | ' | ' | ' | ' |
Outstanding warrants, number of shares into which the class of warrant may be converted | ' | ' | ' | 1,500,000 | ' | ' |
Discount on debt instrument | ' | 1,598,000 | ' | ' | ' | ' |
Debt instrument stated interest rate percentage | ' | ' | 9.00% | ' | ' | ' |
Letters of credit outstanding | 7,000,000 | ' | ' | ' | ' | ' |
Assumptions for Option Grants: | ' | ' | ' | ' | ' | ' |
Risk free interest rate | ' | ' | ' | ' | ' | 1.38% |
Dividend yield | ' | ' | ' | ' | ' | 0.00% |
Expected life (years) | ' | ' | ' | ' | ' | '5 years |
Expected volatility | ' | ' | ' | ' | ' | 76.25% |
Letters of credit expiring March 2014 | 3,000,000 | ' | ' | ' | ' | ' |
Amounts drawn on letter of credit during period | ' | ' | ' | ' | $0 | ' |
STOCKHOLDERS_EQUITY_COMMON_STO
STOCKHOLDERS' EQUITY - COMMON STOCK (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 | Oct. 23, 2013 | Jun. 26, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Oct. 17, 2013 |
In Thousands, except Share data, unless otherwise specified | Class B common stock | Class B common stock | Class A common stock | Class A common stock | Class A common stock | Class A common stock | Class A common stock | Stock Purchase Agreement [Member] |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 1,241,000 | 1,241,000 | ' | ' | ' | 118,759,000 | 118,759,000 | ' |
Number of share underwritten by Merriman Capital | ' | ' | ' | 3,780,718 | ' | ' | ' | ' |
Purchase price of shares in Merriman Capital underwriting agreement | ' | ' | ' | $1.28 | ' | ' | ' | ' |
Discount on public offering price per security (percentage) | ' | ' | ' | 7.00% | ' | ' | ' | ' |
Public offering price per security | ' | ' | ' | $1.38 | ' | ' | ' | $1.43 |
Additional number of shares bought under the underwriting agreement | ' | ' | 9,089,990 | ' | 567,108 | ' | ' | 1,398,601 |
Stock issued during period, amount | ' | ' | ' | ' | ' | ' | ' | $2,000 |
Proceeds from issuance of common stock | ' | ' | $12,049 | ' | $5,520 | ' | ' | ' |
STOCKHOLDERS_EQUITY_PREFERRED_
STOCKHOLDERS' EQUITY - PREFERRED STOCK (Details) (USD $) | 9 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Feb. 14, 2014 |
Subsequent Event [Member] | ||||
Class A common stock | ||||
Equity [Abstract] | ' | ' | ' | ' |
Cumulative dividends in arrears | $89 | ' | $89 | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Issuance of common stock for payment of preferred stock dividends | 178,000 | 0 | ' | 59,122 |
STOCKHOLDERS_EQUITY_EQUITY_INC
STOCKHOLDERS' EQUITY - EQUITY INCENTIVE PLAN (Details) (Cinedigm Equity Incentive Plan, USD $) | 9 Months Ended | |
Dec. 31, 2013 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares under option, granted | 2,780,000 | ' |
Shares under option, vesting period | '4 years | ' |
Weighted average exercise price per share | $1.66 | $2.16 |
Shares under option, weighted average remaining contractual term | '8 years 7 months 24 days | ' |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares under option, granted. exercise price per share | $1.37 | ' |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares under option, granted. exercise price per share | $1.58 | ' |
STOCKHOLDERS_EQUITY_STOCK_OPTI
STOCKHOLDERS' EQUITY - STOCK OPTIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Shares Under Option | ' | ' | ' | ' |
Shares under option, exercised | -90,180 | 0 | -132,820 | 0 |
Cinedigm Equity Incentive Plan | ' | ' | ' | ' |
Shares Under Option | ' | ' | ' | ' |
Shares under option, beginning of period | ' | ' | 4,053,000 | ' |
Shares under option, granted | ' | ' | 2,780,000 | ' |
Shares under option, exercised | ' | ' | -222,820 | ' |
Shares under option, cancelled | ' | ' | -540,969 | ' |
Shares under option, end of period | 6,069,211 | ' | 6,069,211 | ' |
Weighted Average Exercise Price Per Share | ' | ' | ' | ' |
Weighted average exercise price per share, beginning of period | ' | ' | 2.16 | ' |
Weighted average exercise price per share, granted | ' | ' | 1.5 | ' |
Weighted average exercise price per share, exercised | ' | ' | 1.63 | ' |
Weighted average exercise price per share, cancelled | ' | ' | 2.33 | ' |
Weighted average exercise price per share, end of period | 1.66 | ' | 1.66 | ' |
STOCKHOLDERS_EQUITY_RESTRICTED
STOCKHOLDERS' EQUITY - RESTRICTED STOCK AWARDS (Details) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted Stock | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Restricted stock awards, end of period | 0 | ' |
Cinedigm Equity Incentive Plan | Restricted Stock | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Restricted stock awards, beginning of period | 16,108,000 | ' |
Restricted stock awards, vested | -15,140,000 | ' |
Restricted stock awards, cancelled | -968,000 | ' |
Restricted stock awards, end of period | 0 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' |
Weighted average market price per share, beginning of period | 1.4 | ' |
Weighted average market price per share, vested | 1.4 | ' |
Weighted average market price per share, cancelled | 1.4 | ' |
Weighted average market price per share, end of period | 0 | ' |
STOCKHOLDERS_EQUITY_OPTIONS_GR
STOCKHOLDERS EQUITY - OPTIONS GRANTED OUTSIDE CINEDIGM'S EQUITY INCENTIVE PLAN (Details) (Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member], USD $) | 1 Months Ended |
Oct. 31, 2013 | |
employee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number of Employees Joining Company Following Acquisition | 10 |
Shares under option, granted | 620,000 |
Employee Stock Option [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expected life (years) | '10 years |
Weighted average exercise price per share, granted | 1.75 |
STOCKHOLDERS_EQUITY_WARRANTS_D
STOCKHOLDERS' EQUITY - WARRANTS (Details) | Oct. 17, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Class A common stock | Sageview Warrants | Strategic Management Service Provider Warrants | Strategic Management Service Provider Warrants | Securities Purchase Agreement [Member] | |
Class A common stock | |||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' |
Outstanding warrants | ' | 16,000,000 | 525,000 | ' | ' |
Outstanding warrants, number of shares into which the class of warrant may be converted | 1,500,000 | ' | ' | 525,000 | ' |
Outstanding warrants, vesting period | ' | ' | '18 months | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | 1.85 |
SUPPLEMENTAL_CASH_FLOW_DISCLOS2
SUPPLEMENTAL CASH FLOW DISCLOSURE (Details) (USD $) | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental Cash Flow Elements [Abstract] | ' | ' |
Cash interest paid | $13,235 | $12,835 |
Assets acquired under capital leases | 1,886 | 0 |
Accretion of preferred stock discount | 82 | 82 |
Business Acquisition [Line Items] | ' | ' |
Issuance of common stock for payment of preferred stock dividends | 178,000 | 0 |
New Video Group, Inc. [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Issuance of Class A Common Stock in connection with acquisition | 0 | 3,813 |
Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Issuance of Class A Common Stock in connection with acquisition | $1,000 | $0 |
SEGMENT_INFORMATION_ASSETS_and
SEGMENT INFORMATION - ASSETS and DEBT (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total intangible assets, net | $35,284 | $12,799 |
Total goodwill | 8,542 | 8,542 |
Total assets | 322,242 | 281,459 |
Notes payable, non-recourse | 207,892 | 237,909 |
Notes Payable | 42,828 | ' |
Capital leases | 6,222 | 4,518 |
Total debt | 256,942 | 242,427 |
Phase I | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total intangible assets, net | 309 | 344 |
Total goodwill | 0 | 0 |
Notes payable, non-recourse | 169,975 | 192,609 |
Notes Payable | 0 | ' |
Capital leases | 0 | 0 |
Total debt | 169,975 | 192,609 |
Phase II | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total intangible assets, net | 2 | 6 |
Total goodwill | 0 | 0 |
Notes payable, non-recourse | 37,917 | 45,300 |
Notes Payable | 0 | ' |
Capital leases | 0 | 0 |
Total debt | 37,917 | 45,300 |
Services | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total intangible assets, net | 0 | 0 |
Total goodwill | 0 | 0 |
Notes payable, non-recourse | 0 | 0 |
Notes Payable | 0 | ' |
Capital leases | 0 | 0 |
Total debt | 0 | 0 |
Content & Entertainment | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total intangible assets, net | 34,970 | 12,449 |
Total goodwill | 8,542 | 8,542 |
Notes payable, non-recourse | 0 | 0 |
Notes Payable | 0 | ' |
Capital leases | 79 | 0 |
Total debt | 79 | 0 |
Corporate | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total intangible assets, net | 3 | 0 |
Total goodwill | 0 | 0 |
Notes payable, non-recourse | 0 | 0 |
Notes Payable | 42,828 | ' |
Capital leases | 6,143 | 4,518 |
Total debt | 48,971 | 4,518 |
Continuing Operations | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 314,202 | 266,885 |
Continuing Operations | Phase I | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 116,892 | 137,880 |
Continuing Operations | Phase II | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 68,885 | 79,139 |
Continuing Operations | Services | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 4,343 | 4,691 |
Continuing Operations | Content & Entertainment | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 111,879 | 39,158 |
Continuing Operations | Corporate | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 12,203 | 6,017 |
Discontinued Operations | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Assets of Disposal Group, Including Discontinued Operation | $8,040 | $14,574 |
SEGMENT_INFORMATION_RECONCILIA
SEGMENT INFORMATION - RECONCILIATION OF OPERATING PROFIT (LOSS) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ||||
Revenues from external customers | $34,885 | $21,779 | $72,664 | $61,448 | ||||
Intersegment revenues | -16 | [1] | -11 | [2] | -59 | [1] | -44 | [1] |
Total segment revenues | 34,901 | 21,790 | 72,723 | 61,492 | ||||
Less: Intersegment revenues | -16 | [1] | -11 | [2] | -59 | [1] | -44 | [1] |
Total consolidated revenues | 34,885 | 21,779 | 72,664 | 61,448 | ||||
Direct operating (exclusive of depreciation and amortization shown below) | 11,013 | [2] | 2,119 | 19,558 | 5,595 | |||
Selling, general and administrative | 6,949 | 5,435 | 17,243 | 16,247 | ||||
Plus: Allocation of Corporate overhead | 0 | 0 | 0 | 0 | ||||
Provision for doubtful accounts | 33 | 72 | 227 | 226 | ||||
Restructuring expenses | 1,142 | 0 | 1,142 | 340 | ||||
Merger and acquisition expenses | 2,779 | 0 | 2,779 | 1,267 | ||||
Depreciation and amortization of property and equipment | 9,444 | 9,120 | 27,901 | 27,264 | ||||
Amortization of intangible assets | 1,228 | 732 | 2,055 | 1,100 | ||||
Total operating expenses | 32,588 | 17,478 | 70,905 | 52,039 | ||||
Income from operations | 2,297 | 4,301 | 1,759 | 9,409 | ||||
Phase I | ' | ' | ' | ' | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ||||
Revenues from external customers | 9,444 | 9,772 | 27,737 | 29,775 | ||||
Intersegment revenues | 0 | [1] | 0 | [2] | 0 | [1] | 0 | [1] |
Total segment revenues | 9,444 | 9,772 | 27,737 | 29,775 | ||||
Less: Intersegment revenues | 0 | [1] | 0 | [2] | 0 | [1] | 0 | [1] |
Total consolidated revenues | 9,444 | 9,772 | 27,737 | 29,775 | ||||
Direct operating (exclusive of depreciation and amortization shown below) | 209 | [2] | 138 | 566 | 347 | |||
Selling, general and administrative | 47 | 16 | 206 | 89 | ||||
Plus: Allocation of Corporate overhead | 0 | 0 | 0 | 0 | ||||
Provision for doubtful accounts | 5 | 51 | 150 | 156 | ||||
Restructuring expenses | 0 | ' | 0 | 0 | ||||
Merger and acquisition expenses | 0 | ' | 0 | 0 | ||||
Depreciation and amortization of property and equipment | 7,137 | 7,137 | 21,412 | 21,412 | ||||
Amortization of intangible assets | 11 | 11 | 34 | 34 | ||||
Total operating expenses | 7,409 | 7,353 | 22,368 | 22,038 | ||||
Income from operations | 2,035 | 2,419 | 5,369 | 7,737 | ||||
Phase II | ' | ' | ' | ' | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ||||
Revenues from external customers | 3,216 | 2,990 | 9,331 | 9,313 | ||||
Intersegment revenues | 0 | [1] | 0 | [2] | 0 | [1] | 0 | [1] |
Total segment revenues | 3,216 | 2,990 | 9,331 | 9,313 | ||||
Less: Intersegment revenues | 0 | [1] | 0 | [2] | 0 | [1] | 0 | [1] |
Total consolidated revenues | 3,216 | 2,990 | 9,331 | 9,313 | ||||
Direct operating (exclusive of depreciation and amortization shown below) | 163 | [2] | 189 | 446 | 513 | |||
Selling, general and administrative | 76 | 36 | 203 | 87 | ||||
Plus: Allocation of Corporate overhead | 0 | 0 | 0 | 0 | ||||
Provision for doubtful accounts | 23 | 15 | 53 | 46 | ||||
Restructuring expenses | 0 | ' | 0 | 0 | ||||
Merger and acquisition expenses | 0 | ' | 0 | ' | ||||
Depreciation and amortization of property and equipment | 1,881 | 1,849 | 5,642 | 5,478 | ||||
Amortization of intangible assets | 2 | 2 | 5 | 5 | ||||
Total operating expenses | 2,145 | 2,091 | 6,349 | 6,129 | ||||
Income from operations | 1,071 | 899 | 2,982 | 3,184 | ||||
Services | ' | ' | ' | ' | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ||||
Revenues from external customers | 3,419 | 3,387 | 9,798 | 10,362 | ||||
Intersegment revenues | -5 | [1] | -5 | [2] | -16 | [1] | -20 | [1] |
Total segment revenues | 3,424 | 3,392 | 9,814 | 10,382 | ||||
Less: Intersegment revenues | -5 | [1] | -5 | [2] | -16 | [1] | -20 | [1] |
Total consolidated revenues | 3,419 | 3,387 | 9,798 | 10,362 | ||||
Direct operating (exclusive of depreciation and amortization shown below) | 120 | [2] | 197 | 301 | 707 | |||
Selling, general and administrative | 213 | 207 | 624 | 615 | ||||
Plus: Allocation of Corporate overhead | 549 | 906 | 1,587 | 2,382 | ||||
Provision for doubtful accounts | 5 | 6 | 24 | 24 | ||||
Restructuring expenses | 0 | ' | 0 | 0 | ||||
Merger and acquisition expenses | 0 | ' | 0 | 0 | ||||
Depreciation and amortization of property and equipment | 53 | 2 | 161 | 6 | ||||
Amortization of intangible assets | 0 | 0 | 0 | 0 | ||||
Total operating expenses | 940 | 1,318 | 2,697 | 3,734 | ||||
Income from operations | 2,479 | 2,069 | 7,101 | 6,628 | ||||
Content & Entertainment | ' | ' | ' | ' | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ||||
Revenues from external customers | 18,806 | 5,630 | 25,798 | 11,998 | ||||
Intersegment revenues | -11 | [1] | -6 | [2] | -43 | [1] | -24 | [1] |
Total segment revenues | 18,817 | 5,636 | 25,841 | 12,022 | ||||
Less: Intersegment revenues | -11 | [1] | -6 | [2] | -43 | [1] | -24 | [1] |
Total consolidated revenues | 18,806 | 5,630 | 25,798 | 11,998 | ||||
Direct operating (exclusive of depreciation and amortization shown below) | 10,521 | [2] | 1,595 | 18,245 | 4,028 | |||
Selling, general and administrative | 4,202 | 2,305 | 9,729 | 6,193 | ||||
Plus: Allocation of Corporate overhead | 1,101 | 900 | 2,526 | 2,724 | ||||
Provision for doubtful accounts | 0 | 0 | 0 | 0 | ||||
Restructuring expenses | 1,142 | ' | 1,142 | 340 | ||||
Merger and acquisition expenses | 0 | ' | 0 | 0 | ||||
Depreciation and amortization of property and equipment | 139 | 7 | 149 | 17 | ||||
Amortization of intangible assets | 1,215 | 719 | 2,015 | 1,060 | ||||
Total operating expenses | 18,320 | 5,526 | 33,806 | 14,362 | ||||
Income from operations | 486 | 104 | -8,008 | -2,364 | ||||
Corporate | ' | ' | ' | ' | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ||||
Revenues from external customers | 0 | 0 | 0 | 0 | ||||
Intersegment revenues | 0 | [1] | 0 | [2] | 0 | [1] | 0 | [1] |
Total segment revenues | 0 | 0 | 0 | 0 | ||||
Less: Intersegment revenues | 0 | [1] | 0 | [2] | 0 | [1] | 0 | [1] |
Total consolidated revenues | 0 | 0 | 0 | 0 | ||||
Direct operating (exclusive of depreciation and amortization shown below) | 0 | [2] | 0 | 0 | 0 | |||
Selling, general and administrative | 2,411 | 2,871 | 6,481 | 9,263 | ||||
Plus: Allocation of Corporate overhead | -1,650 | -1,806 | -4,113 | -5,106 | ||||
Provision for doubtful accounts | 0 | 0 | 0 | 0 | ||||
Restructuring expenses | 0 | ' | 0 | 0 | ||||
Merger and acquisition expenses | 2,779 | ' | 2,779 | 1,267 | ||||
Depreciation and amortization of property and equipment | 234 | 125 | 537 | 351 | ||||
Amortization of intangible assets | 0 | 0 | 1 | 1 | ||||
Total operating expenses | 3,774 | 1,190 | 5,685 | 5,776 | ||||
Income from operations | ($3,774) | ($1,190) | ($5,685) | ($5,776) | ||||
[1] | Intersegment revenues principally represent personnel expenses. | |||||||
[2] | ntersegment revenues principally represent personnel expenses. |
SEGMENT_INFORMATION_EMPLOYEE_S
SEGMENT INFORMATION - EMPLOYEE STOCK-BASED COMPENSATION EXPENSE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | $621 | $496 | $1,803 | $1,698 |
Direct operating | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 2 | 9 | 18 | 42 |
Selling, general and administrative | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 619 | 487 | 1,785 | 1,656 |
Phase I | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 0 | 0 | 0 | 0 |
Phase I | Direct operating | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 0 | 0 | 0 | 0 |
Phase I | Selling, general and administrative | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 0 | 0 | 0 | 0 |
Phase II | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 0 | 0 | 0 | 0 |
Phase II | Direct operating | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 0 | 0 | 0 | 0 |
Phase II | Selling, general and administrative | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 0 | 0 | 0 | 0 |
Services | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 6 | 9 | 21 | 34 |
Services | Direct operating | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 0 | 7 | 13 | 29 |
Services | Selling, general and administrative | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 6 | 2 | 8 | 5 |
Content & Entertainment | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 49 | 27 | 94 | 76 |
Content & Entertainment | Direct operating | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 2 | 2 | 5 | 13 |
Content & Entertainment | Selling, general and administrative | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 47 | 25 | 89 | 63 |
Corporate | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 566 | 460 | 1,688 | 1,588 |
Corporate | Direct operating | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 0 | 0 | 0 | 0 |
Corporate | Selling, general and administrative | ' | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | $566 | $460 | $1,688 | $1,588 |
RESTRUCTURING_AND_TRANSITION_E2
RESTRUCTURING AND TRANSITION EXPENSES (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring and transition expenses | $1,142 | $0 | $1,142 | $340 |
Content & Entertainment | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring and transition expenses | 1,142 | ' | 1,142 | 340 |
Content & Entertainment | Employee Severance [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring Reserve | 0 | ' | ' | ' |
Restructuring and transition expenses | 975 | ' | ' | ' |
Payments for Restructuring | -169 | ' | ' | ' |
Restructuring Reserve | 806 | ' | 806 | ' |
Content & Entertainment | Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring and transition expenses | $167 | ' | ' | ' |