Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | Jun. 22, 2015 | Sep. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Central Index Key | 1,173,204 | ||
Entity Registrant Name | CINEDIGM CORP. | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2015 | ||
Current Fiscal Year End Date | --03-31 | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 74,491,762 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 | ||
Entity Public Float | $ 100,593,799 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 18,999 | $ 50,215 |
Accounts receivable, net | 59,591 | 56,863 |
Inventory | 3,210 | 3,164 |
Unbilled revenue | 5,065 | 5,144 |
Prepaid and other current assets | 19,950 | 19,949 |
Note receivable, current portion | 128 | 112 |
Assets of discontinued operations, net of current liabilities | 0 | 278 |
Total current assets | 106,943 | 135,725 |
Restricted cash | 6,751 | 6,751 |
Security deposits | 156 | 269 |
Property and equipment, net | 98,561 | 134,936 |
Intangible assets, net | 31,784 | 37,639 |
Goodwill | 26,701 | 25,494 |
Debt issuance costs, net | 7,586 | 9,279 |
Accounts receivable, long-term | 1,208 | 1,397 |
Note receivable, net of current portion | 15 | 99 |
Assets of discontinued operations, net of current portion | 0 | 5,660 |
Total assets | 279,705 | 357,249 |
Current liabilities | ||
Accounts payable and accrued expenses | 77,147 | 83,855 |
Current portion of notes payable, non-recourse | 32,973 | 33,825 |
Current portion of notes payable | 24,294 | 19,219 |
Current portion of capital leases | 640 | 614 |
Current portion of deferred revenue | 2,760 | 3,214 |
Total current liabilities | 137,814 | 140,727 |
Notes payable, non-recourse, net of current portion | 124,325 | 164,779 |
Notes payable, net of current portion | 21,750 | 23,525 |
Capital leases, net of current portion | 4,855 | 5,472 |
Deferred revenue, net of current portion | 10,098 | 12,519 |
Total liabilities | $ 298,842 | $ 347,022 |
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 March 31, 2015 and 2014, respectively. Liquidation preference of $3,648 | $ 3,559 | $ 3,559 |
Additional paid-in capital | 277,984 | 275,519 |
Treasury stock, at cost; 51,440 Class A shares | (172) | (172) |
Accumulated deficit | (300,350) | (268,686) |
Accumulated other comprehensive loss | (57) | (69) |
Total stockholders’ (deficit) equity of Cinedigm Corp. | (18,959) | 10,227 |
Deficit attributable to noncontrolling interest | (178) | 0 |
Total (deficit) equity | (19,137) | 10,227 |
Total liabilities and (deficit) equity | 279,705 | 357,249 |
Class A common stock | ||
Stockholders’ Deficit | ||
Common stock | 77 | 76 |
Class B common stock | ||
Stockholders’ Deficit | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Series A preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 3,648 | $ 3,648 |
Class A common stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 210,000,000 | 118,759,000 |
Common stock, shares issued | 77,127,054 | 76,571,972 |
Common stock, shares outstanding | 77,075,614 | 76,520,532 |
Treasury stock, Class A shares | 51,440 | 51,440 |
Class B common stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
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 Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Income Statement [Abstract] | |||
Revenues | $ 105,484 | $ 104,328 | $ 81,092 |
Costs and expenses: | |||
Direct operating (exclusive of depreciation and amortization shown below) | 30,109 | 28,920 | 8,515 |
Selling, general and administrative | 32,402 | 26,333 | 20,805 |
(Benefit) provision for doubtful accounts | (206) | 394 | 478 |
Restructuring, transition and acquisitions expenses, net | 2,638 | 1,533 | 857 |
Goodwill impairment | 6,000 | 0 | 0 |
Depreciation and amortization of property and equipment | 37,519 | 37,289 | 36,359 |
Amortization of intangible assets | 5,864 | 3,473 | 1,538 |
Total operating expenses | 114,326 | 97,942 | 68,552 |
(Loss) income from operations | (8,842) | 6,386 | 12,540 |
Interest income | 101 | 98 | 48 |
Interest expense | (19,899) | (19,755) | (28,314) |
Debt prepayment fees | 0 | 0 | (3,725) |
Loss on extinguishment of notes payable | 0 | 0 | (7,905) |
(Loss) income on investment in non-consolidated entity | 0 | (1,812) | 322 |
Other income, net | 105 | 444 | 654 |
Change in fair value of interest rate derivatives | (441) | 679 | 1,231 |
Loss from continuing operations before benefit from income taxes | (28,976) | (13,960) | (25,149) |
Benefit from income taxes | 0 | 0 | 4,944 |
Loss from continuing operations | (28,976) | (13,960) | (20,205) |
Income (loss) from discontinued operations | 100 | (11,904) | (861) |
Loss on sale of discontinued operations | (3,293) | 0 | 0 |
Net loss attributable to noncontrolling interest | 861 | 0 | 0 |
Net Income (Loss) Attributable to Parent | (31,308) | (25,864) | (21,066) |
Net loss attributable to controlling interests | (32,169) | (25,864) | (21,066) |
Preferred stock dividends | (356) | (356) | (356) |
Net loss attributable to common shareholders | $ (31,664) | $ (26,220) | $ (21,422) |
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) | $ (0.37) | $ (0.25) | $ (0.43) |
Loss from discontinued operations (in dollars per share) | (0.04) | (0.21) | (0.02) |
Net loss attributable to common shareholders (in dollars per share) | $ (0.41) | $ (0.46) | $ (0.45) |
Weighted average number of Class A and Class B common shares outstanding: basic and diluted | 76,785,351 | 57,084,319 | 47,517,167 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (31,308) | $ (25,864) | $ (21,066) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (32,169) | (25,864) | (21,066) |
Other comprehensive income (loss): foreign exchange translation | 12 | (69) | 0 |
Comprehensive loss | (32,157) | (25,933) | (21,066) |
Net Income (Loss) Attributable to Noncontrolling Interest | (861) | 0 | 0 |
Less: comprehensive loss attributable to noncontrolling interest | 0 | 0 | |
Comprehensive loss attributable to controlling interests | $ (31,296) | $ (25,933) | $ (21,066) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Director [Member] | Series A preferred stock | Class A common stock | Class B common stock | Preferred Stock [Member]Series A preferred stock | Common Stock [Member]Class A common stock | Common Stock [Member]Class A common stockDirector [Member] | Common Stock [Member]Class B common stock | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Director [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Parent [Member] | Noncontrolling Interest [Member] |
Series A preferred stock balance (shares) at Mar. 31, 2012 | 7 | |||||||||||||||
Common stock balance (shares) at Mar. 31, 2012 | 37,671,487 | 25,000 | ||||||||||||||
Treasury stock balance (shares) at Mar. 31, 2012 | (51,440) | |||||||||||||||
Total stockholders’ deficit balance at Mar. 31, 2012 | $ (11,473) | $ 3,357 | $ 38 | $ 0 | $ (172) | $ 206,348 | $ (221,044) | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock for professional services of third parties (shares) | 223,332 | |||||||||||||||
Issuance of common stock for professional services of third parties | $ 300 | $ 300 | ||||||||||||||
Issuance of common stock in connection with the vesting of restricted stock (shares) | 94,318 | |||||||||||||||
Issuance of common stock in connection with the vesting of restricted stock | $ (9) | (9) | ||||||||||||||
Issuance of common stock in connection with public offerings (shares) | 0 | 7,857,143 | ||||||||||||||
Issuance of common stock in connection with public offerings | $ 11,000 | $ 8 | 10,992 | |||||||||||||
Issuance of common stock in connection with acquisition of New Video Group (shares) | 2,525,417 | |||||||||||||||
Issuance of common stock in connection with acquisition of New Video Group | 3,432 | $ 2 | 3,430 | |||||||||||||
Conversion of Class B common stock to Class A common stock (shares) | (25,000) | (25,000) | ||||||||||||||
Costs associated with issuance of common stock | (1,121) | (1,121) | ||||||||||||||
Stock-based compensation | 1,979 | 1,979 | ||||||||||||||
Preferred stock dividends | (356) | (356) | ||||||||||||||
Accretion of preferred stock dividends | $ 109 | (109) | ||||||||||||||
Series A preferred stock balance (shares) at Mar. 31, 2013 | 7 | |||||||||||||||
Common stock balance (shares) at Mar. 31, 2013 | 48,396,697 | 0 | ||||||||||||||
Treasury stock balance (shares) at Mar. 31, 2013 | (51,440) | |||||||||||||||
Total stockholders’ deficit balance at Mar. 31, 2013 | (17,314) | $ 3,466 | $ 48 | $ 0 | $ (172) | 221,810 | (242,466) | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (21,066) | (21,066) | ||||||||||||||
Treasury stock balance (shares) at Mar. 31, 2013 | (51,440) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Comprehensive income (loss) | $ (69) | (69) | ||||||||||||||
Issuance of common stock in connection with the exercise of warrants and stock options (shares) | 106,951 | 152,261 | ||||||||||||||
Issuance of common stock in connection with the exercise of warrants and stock options | $ 8 | 8 | ||||||||||||||
Issuance of common stock for professional services of third parties (shares) | 91,071 | |||||||||||||||
Issuance of common stock for professional services of third parties | 129 | 129 | ||||||||||||||
Issuance of common stock in connection with the vesting of restricted stock (shares) | 15,944 | |||||||||||||||
Shares issued to employee (shares) | 90,000 | 211,307 | ||||||||||||||
Issuance of common stock for the services of Directors | $ 295 | $ 295 | ||||||||||||||
Issuance of warrants | 1,598 | 1,598 | ||||||||||||||
Exercise of warrants (shares) | 215,176 | |||||||||||||||
Exercise of warrants | $ 365 | $ 1 | 364 | |||||||||||||
Issuance of common stock in connection with public offerings (shares) | 1,000,000 | 27,233,395 | ||||||||||||||
Issuance of common stock in connection with public offerings | $ 51,211 | $ 27 | 51,184 | |||||||||||||
Costs associated with issuance of common stock | (2,094) | (2,094) | ||||||||||||||
Stock-based compensation | 2,051 | 2,051 | ||||||||||||||
Preferred stock dividends (shares) | 166,121 | |||||||||||||||
Preferred stock dividends | (89) | 267 | (356) | |||||||||||||
Accretion of preferred stock dividends | $ 93 | (93) | ||||||||||||||
Series A preferred stock balance (shares) at Mar. 31, 2014 | 7 | 7 | ||||||||||||||
Common stock balance (shares) at Mar. 31, 2014 | 76,520,532 | 0 | 76,571,972 | 0 | ||||||||||||
Treasury stock balance (shares) at Mar. 31, 2014 | (51,440) | (51,440) | ||||||||||||||
Total stockholders’ deficit balance at Mar. 31, 2014 | 10,227 | $ 3,559 | $ 76 | $ 0 | $ (172) | 275,519 | (268,686) | (69) | $ 10,227 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (25,864) | (25,864) | ||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 10,227 | |||||||||||||||
Treasury stock balance (shares) at Mar. 31, 2014 | (51,440) | (51,440) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Comprehensive income (loss) | $ 12 | 12 | 12 | |||||||||||||
Issuance of common stock in connection with the exercise of warrants and stock options (shares) | 141,000 | 47,112 | ||||||||||||||
Issuance of common stock for professional services of third parties (shares) | 212,187 | |||||||||||||||
Issuance of common stock for professional services of third parties | $ 430 | $ 1 | 429 | 430 | ||||||||||||
Issuance of common stock in connection with public offerings (shares) | 0 | |||||||||||||||
Costs associated with issuance of common stock | $ (87) | (87) | (87) | |||||||||||||
Stock-based compensation (shares) | 167,785 | |||||||||||||||
Stock-based compensation | 1,767 | 1,767 | 1,767 | |||||||||||||
Preferred stock dividends (shares) | 179,438 | |||||||||||||||
Preferred stock dividends | 356 | (356) | ||||||||||||||
Contribution by noncontrolling interest owner | 683 | 683 | ||||||||||||||
Series A preferred stock balance (shares) at Mar. 31, 2015 | 7 | 7 | ||||||||||||||
Common stock balance (shares) at Mar. 31, 2015 | 77,075,614 | 0 | 77,178,494 | 0 | ||||||||||||
Treasury stock balance (shares) at Mar. 31, 2015 | (51,440) | (51,440) | ||||||||||||||
Total stockholders’ deficit balance at Mar. 31, 2015 | (18,959) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (32,169) | (31,308) | (31,308) | (861) | ||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (19,137) | $ 3,559 | $ 77 | $ 0 | $ (172) | $ 277,984 | $ (300,350) | $ (57) | $ (18,959) | $ (178) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Statement of Cash Flows [Abstract] | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (32,169) | $ (25,864) | $ (21,066) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Loss on disposal of business | 3,293 | 0 | 0 |
Depreciation and amortization of property and equipment and amortization of intangible assets | 43,383 | 41,015 | 38,063 |
Goodwill impairment | 6,000 | 0 | 0 |
Impairment related to discontinued operations | 0 | 8,470 | 0 |
Amortization of capitalized software costs | 0 | 942 | 1,165 |
Amortization of debt issuance costs included in interest expense | 1,843 | 1,378 | 2,120 |
(Benefit) provision for doubtful accounts | (206) | 1,329 | 490 |
Provision for inventory reserve | 100 | 400 | 0 |
Change in fair value of contingent consideration for business combination | 0 | (3,490) | 0 |
Stock-based compensation and expenses | 2,197 | 2,514 | 2,279 |
Change in fair value of interest rate derivatives | 441 | (679) | (1,231) |
Accretion and PIK interest expense added to note payable | 2,399 | 2,335 | 9,153 |
Loss on extinguishment of notes payable | 0 | 0 | 7,905 |
Loss (income) on investment in non-consolidated entity | 0 | 1,812 | (322) |
Benefit from deferred income taxes | 0 | 0 | (5,019) |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (2,317) | (12,979) | 860 |
Inventory | (146) | (1,213) | (127) |
Unbilled revenue | 542 | 4,530 | (2,403) |
Prepaid expenses and other assets | 1,183 | 5,820 | (5,008) |
Accounts payable, accrued expenses and other liabilities | (14,510) | 10,938 | 3,122 |
Deferred revenue | (2,822) | 2,336 | (612) |
Net cash provided by operating activities | 9,211 | 39,594 | 29,369 |
Cash flows from investing activities: | |||
Net proceeds from disposal of business | 2,950 | 0 | 0 |
Purchases of businesses, net of cash acquired of $6,873 in 2013 | 0 | (48,500) | (3,127) |
Contributions from noncontrolling interest | 683 | 0 | 0 |
Purchases of property and equipment | (1,571) | (1,356) | (6,476) |
Purchases of intangible assets | (10) | (9) | (32) |
Additions to capitalized software costs | (855) | (2,144) | (3,092) |
Sales/maturities of restricted available-for-sale investments | 0 | 0 | 9,477 |
Restricted cash | 0 | 0 | (1,000) |
Net cash provided by (used in) investing activities | 1,197 | (52,009) | (4,250) |
Cash flows from financing activities | |||
Payments of notes payable | (58,367) | (45,955) | (232,507) |
Proceeds from notes payable | 18,150 | 49,400 | 199,118 |
Debt issuance costs | (729) | (2,435) | (5,853) |
Principal payments on capital leases | (591) | (318) | (151) |
Proceeds from the issuance of Class A common stock in connection with the exercise of stock options and warrants | 0 | 372 | 0 |
Proceeds from issuance of Class A common stock | 0 | 50,212 | 11,000 |
Costs associated with issuance of Class A common stock | (87) | (2,094) | (1,121) |
Net cash (used in) provided by financing activities | (41,624) | 49,182 | (29,514) |
Net change in cash and cash equivalents | (31,216) | 36,767 | (4,395) |
Cash and cash equivalents at beginning of year | 50,215 | 13,448 | 17,843 |
Cash and cash equivalents at end of year | $ 18,999 | $ 50,215 | $ 13,448 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parentheticals) $ in Thousands | 12 Months Ended |
Mar. 31, 2013USD ($) | |
Statement of Cash Flows [Abstract] | |
Cash acquired in purchase of New Video Group, Inc. | $ 6,873 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Cinedigm Corp. was incorporated in Delaware on March 31, 2000 (“Cinedigm”, and collectively with its subsidiaries, the “Company”). We are (i) a leading distributor and aggregator of independent movie, television and other short form content managing a library of distribution rights to close to 50,000 titles and episodes released across digital, physical, theatrical, home and mobile entertainment platforms and (ii) a leading servicer of digital cinema assets in over 12,000 movie screens in both North America and several international countries. We report our 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 group (“Content & Entertainment” or "CEG"). The Phase I Deployment and Phase II Deployment segments are the non-recourse, financing vehicles and administrators for our digital cinema equipment (the “Systems”) installed in movie theatres throughout the United States, and in Australia and New Zealand. Our Services segment provides fee based support to over 12,000 movie screens in our Phase I Deployment, Phase II Deployment segments as well as directly to exhibitors and other third party customers in the form of monitoring, billing, collection and verification services. Our Content & Entertainment segment is a market leader in: (1) ancillary market aggregation and distribution of entertainment content and; (2) branded and curated over-the-top ("OTT") digital network business providing entertainment channels and applications. We are structured so that our digital cinema business (collectively, the Phase I Deployment, Phase II Deployment and Services segments) operates independently from our Content & Entertainment segment. As of March 31, 2015, we had approximately $157.5 million of outstanding debt principal that relates to, and is serviced by, our digital cinema business and is non-recourse to us. We also had approximately $47.5 million of outstanding debt principal that is a part of our Content & Entertainment and Corporate segments. In April 2015, we issued $64.0 million aggregate principal amount of 5.5% convertible senior notes (the "Convertible Notes"), due April 15, 2035. We used $18.6 million of the net proceeds from the offering to repay borrowings under and terminate one of our term loans under our 2013 Credit Agreement, of which $18.2 million was used to pay the remaining principal balance. We also repurchased 2.7 million shares of our Class A common stock from certain purchasers of Convertible Notes in privately negotiated transactions for $2.6 million . In addition, $11.4 million of the net proceeds was used to to fund the cost of repurchasing 11.8 million shares of our Class A common stock pursuant to a forward purchase contract that may be settled at any time prior to the fifth anniversary of the issuance of the Convertible Notes. The remainder of the net proceeds of approximately $28.2 million is expected to be used for working capital and general corporate purposes (see Note 15 - Subsequent Events ). Gaiam Acquisition On October 21, 2013, our CEG segment acquired a division of Gaiam Americas, Inc. and Gaiam, Inc. (together, “Gaiam”) that maintains exclusive distribution rights agreements with large independent studios/content providers, and distributes entertainment content through home video, digital and television distribution channels ("GVE" or the “GVE Acquisition”). The aggregate purchase price for the GVE acquisition was $51.5 million , subject to a working capital adjustment, with (i) $47.5 million paid in cash and 666,978 shares of Class A Common Stock valued at $1.0 million issued upon the closing of the GVE Acquisition, and (ii) $3.0 million to be paid on a deferred basis, of which $1.0 million was paid and the remainder was settled through the collection of a receivable during the fiscal year ended March 31, 2014. The working capital adjustment related to the purchase price of the GVE Acquisition has not yet been finalized and, among other things, is the subject of an arbitration proceeding pending between us and Gaiam (see Note 8 - Commitments and Contingencies ). Upon the closing of the GVE Acquisition, GVE became part of our Content & Entertainment segment. During the fiscal year ended March 31, 2015, measurement period adjustments were made to the purchase price allocation of the GVE Acquisition. During the three months ended June 30, 2014, we wrote-off $2.5 million of unrecoverable advances acquired in connection with the GVE Acquisition. Furthermore, during the three months ended September 30, 2014, we increased our estimate of the liabilities that were assumed in connection with the GVE Acquisition due to information that was communicated to us after the conclusion of our transition services agreement with Gaiam, but existed prior to the acquisition. As a result, we increased accounts payable and accrued expenses by $4.8 million . If these items had been identified as of March 31, 2014, reported amounts of prepaid and other current assets, accounts payable and accrued expenses and goodwill would have been $6.2 million , $77.4 million and $32.7 million , respectively, on our Consolidated Balance Sheet. The purchase price has been allocated to the identifiable net assets acquired as of the date of acquisition as follows: (In thousands) Net Assets Acquired Accounts receivable $ 15,524 Inventory 2,224 Advances 7,698 Other assets 152 Content library 17,211 Supplier contracts and relationships 11,691 Goodwill 16,952 Total assets acquired 71,452 Total liabilities assumed (19,952 ) Total net assets acquired $ 51,500 We have estimated the useful life of the content library and supplier contracts and relationships to be six years and eight years , respectively. 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. Goodwill is mainly attributable to the assembled workforce and synergies expected to arise from the GVE Acquisition. Unaudited Pro forma Information Related to the Acquisition of GVE The following consolidated unaudited pro forma summary information for the fiscal years ended March 31, 2014 and 2013 has been prepared by adjusting the historical data as set forth in the accompanying consolidated statements of operations for the fiscal years ended March 31, 2014 and 2013 to give effect to the GVE Acquisition as if it had occurred at April 1, 2012. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the GVE Acquisition, nor does the pro forma reflect additional revenue opportunities following the GVE Acquisition. For the Fiscal Years Ended March 31, (In thousands, except per share amounts) 2014 2013 Revenue $ 124,914 $ 131,884 Loss from continuing operations (13,478 ) $ (9,387 ) Net loss $ (25,382 ) $ (10,248 ) Net loss per share to common shareholders (basic and diluted) $ (0.44 ) $ (0.22 ) Sale of Software During the fiscal year ended March 31, 2014, we made the strategic decision to discontinue and exit our software business and therefore executed a plan of sale for Hollywood Software, Inc. d/b/a Cinedigm Software (“Software”), our direct, wholly owned subsidiary, in order to focus on theatrical releasing, physical and digital distribution of aggregated content and servicing our existing digital cinema business. Furthermore, we believed that Software, which was previously included in our Services segment, no longer complemented our businesses. As a result, Software has been reclassified as discontinued operations for all periods presented. On September 23, 2014, we completed the sale of Software to a third party and recognized a loss on sale of $3.3 million for the year ended March 31, 2015. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND CONSOLIDATION Our consolidated financial statements include the accounts of Cinedigm, Cinedigm Entertainment Corp. (“CEC”) f/k/a New Video Group, Inc. ("New Video"), Cinedigm Home Entertainment Corp ("CEH"), CONtv, LLC (“CONtv”), Docurama, LLC, Dove Family Channel, LLC, Vistachiara Productions, Inc. f/k/a The Bigger Picture, currently d/b/a Cinedigm's Content and Entertainment Group ("CEG"), Christie/AIX, Inc. ("C/AIX") d/b/a Cinedigm Digital Cinema (“Phase 1 DC”), Cinedigm Digital Funding I, LLC (“CDF I”), Access Digital Cinema Phase 2 Corp. (“Phase 2 DC”), Access Digital Cinema Phase 2 B/AIX Corp. (“Phase 2 B/AIX”), Cinedigm Digital Cinema Australia Pty Ltd, Cinedigm DC Holdings LLC ("DC Holdings"), Access Digital Media, Inc. (“AccessDM”), and ADM Cinema Corporation (“ADM Cinema”) d/b/a the Pavilion Theatre (certain assets and liabilities of which were sold in May 2011). Cinedigm's Content and Entertainment Group, CEC and CHE are together referred to as CEG. All intercompany transactions and balances have been eliminated in consolidation. Investments in which we do not have a controlling interest or are not the primary beneficiary, but have the ability to exert significant influence, are accounted for under the equity method of accounting. Noncontrolling interests for which we have been determined to be the primary beneficiary are consolidated and recorded net of tax as net income (loss) attributable to noncontrolling interest. See Note 5 - Other Interests to the Consolidated Financial Statements for a discussion of our noncontrolling interests. We have reclassified certain amounts previously reported in our financial statements to conform to the current presentation. Unless noted otherwise, discussions in these notes pertain to our continuing operations. We have incurred net losses historically and have an accumulated deficit of $300.4 million as of March 31, 2015 . We also have significant contractual obligations related to our recourse and non-recourse debt for the fiscal year ending March 31, 2016 and beyond. We may continue to generate net losses for the foreseeable future. Based on our cash position at March 31, 2015 , expected cash flows from operations and the issuance of Convertible Notes in April 2015 (see Note 15 - Subsequent Events ), we believe that we have the ability to meet our obligations through at least June 30, 2016. Failure to generate additional revenues, raise additional capital or manage discretionary spending could have an adverse effect on our financial position, results of operations or liquidity. USE OF ESTIMATES The preparation of consolidated financial statements in conformity with generally accepted accounting principles ("GAAP") in the United States of America requires us to make estimates and assumptions that affect the assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include the adequacy of accounts receivable reserves, return reserves, inventory reserves, recoupment of advances, minimum guarantees, assessment of goodwill and intangible asset impairment and valuation reserve for income taxes and estimates related to reserves. Actual results could differ from these estimates. CASH AND CASH EQUIVALENTS We consider all highly liquid investments with an original maturity of three months or less to be “cash equivalents.” We maintain bank accounts with major banks, which, from time to time, may exceed the Federal Deposit Insurance Corporation’s insured limits. We periodically assess the financial condition of the institutions and believe that the risk of any loss is minimal. ACCOUNTS RECEIVABLE We maintain reserves for potential credit losses on accounts receivable. We review the composition of accounts receivable and analyze 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. Our Content & Entertainment segment recognizes accounts receivable, net of an estimated allowance for product returns and customer chargebacks, at the time that it recognizes revenue from a sale. We base the amount of the returns allowance and customer chargebacks upon historical experience and future expectations. We record Accounts receivable, long-term in connection with activation fees that we earn from Systems deployments that have extended payment terms. Such accounts receivable are discounted to their present value at prevailing market rates. ADVANCES Advances, which are recorded within prepaid and other current assets within the Consolidated Balance Sheets, represent amounts prepaid to studios or content producers for which we provide content distribution services. We evaluate advances regularly for recoverability and record charges for amounts that we expect may not be recoverable as of the consolidated balance sheet date. INVENTORY Inventory consists of finished goods of Company owned physical DVD and Blu-ray Disc titles and is stated at the lower of cost (determined based on weighted average cost) or market. We identify inventory items to be written down for obsolescence based on their sales status and condition. We write down discontinued or slow moving inventories based on an estimate of the markdown to retail price needed to sell through our current stock level of the inventories. RESTRICTED CASH We have debt obligations that require us to maintain specified cash balances, which are restricted to repayment of interest. In connection with our 2013 Term Loans and Prospect Loan (see Note 6 - Notes Payable ), we maintain the following restricted cash balances: As of March 31, (In thousands) 2015 2014 Reserve account related to the 2013 Term Loans (See Note 6 - Notes Payable ) $ 5,751 $ 5,751 Reserve account related to the Prospect Loan (See Note 6 - Notes Payable ) 1,000 1,000 Restricted cash $ 6,751 $ 6,751 DEFERRED COSTS Deferred costs primarily consist of unamortized debt issuance costs related to the 2013 Term Loans, Prospect Loan and Cinedigm Credit Agreement (see Note 6 - Notes Payable ), which are principally amortized under the effective interest rate method over the terms of the respective debt. 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 consolidated statements of operations. ACCOUNTING FOR DERIVATIVE ACTIVITIES Derivative financial instruments are recorded at fair value. Changes in the fair value of derivative financial instruments are either recognized in accumulated other comprehensive loss (a component of stockholders' equity/deficit) or in the consolidated statements of operations depending on whether the derivative qualifies for hedge accounting. We entered into three separate interest rate swap agreements (the “Interest Rate Swaps”), which matured in June 2013, to limit our exposure to changes in interest rates related to our 2013 Term Loans. In addition, we entered into two separate interest rate cap transactions during the fiscal year ended March 31, 2013 to limit our exposure to interest rates related to our 2013 Term Loans and Prospect Loan. The interest rate caps on the 2013 Term Loans and Prospect Loan mature in March of 2016 and 2018, respectively. We have not sought hedge accounting treatment for these instruments and therefore, changes in the value of our Interest Rate Swaps and caps were recorded in the Consolidated Statements of Operations. 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 our 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 our financial assets and liabilities: As of March 31, 2015 (In thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 6,751 $ — $ — $ 6,751 Interest rate derivatives — 208 — 208 $ 6,751 $ 208 $ — $ 6,959 As of March 31, 2014 (In thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 6,751 $ — $ — $ 6,751 Interest rate derivatives — 787 — 787 $ 6,751 $ 787 $ — $ 7,538 Our cash and cash equivalents, accounts receivable, unbilled revenue and accounts payable and accrued expenses are financial instruments that are recorded at cost in the Consolidated Balance Sheets because the estimated fair values of these financial instruments approximate their carrying amounts due to 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 such instruments using current assumptions at the balance sheet date. At March 31, 2015 and 2014 , the estimated fair value of our fixed rate debt was $32.4 million and $74.6 million , respectively, compared to its carrying amounts of $31.6 million and $72.0 million , respectively. At March 31, 2015 and 2014 , the estimated fair value of our variable rate debt was $170.2 million and $172.1 million , respectively, compared to a carrying amount of $171.8 million and $169.4 million . We estimated the fair value of debt based upon current interest rates available to us at the respective balance sheet dates for arrangements with similar terms and conditions. Based on borrowing rates currently available to us 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 We review the recoverability of our 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 our ability to recover the carrying value of our long-lived and finite-lived assets from expected future undiscounted net cash flows. If the total of expected future undiscounted cash flows is less than the total carrying value of the assets, the asset is deemed not to be recoverable and possibly impaired. We then estimate the fair value of the asset to determine whether an impairment loss should be recognized. An impairment loss will be recognized if the asset's fair value is determined to be less than its carrying value. Fair value is determined by computing the expected future discounted cash flows. During the fiscal years ended March 31, 2015 and 2014 , no impairment charge from continuing operations for long-lived assets or finite-lived assets was recorded. GOODWILL Goodwill is the excess of the purchase price paid over the fair value of the net assets of an acquired business. Goodwill is tested for impairment on an annual basis or more often if warranted by events or changes in circumstances indicating that the carrying value may exceed fair value, also known as impairment indicators. Inherent in the fair value determination for each reporting unit are certain judgments and estimates relating to future cash flows, including management’s interpretation of current economic indicators and market conditions, and assumptions about our strategic plans with regard to its operations. To the extent additional information arises, market conditions change or our strategies change, it is possible that the conclusion regarding whether our remaining goodwill is impaired could change and result in future goodwill impairment charges that will have a material effect on our consolidated financial position or results of operations. We apply the applicable accounting guidance when testing goodwill for impairment, which permits us to make a qualitative assessment of whether goodwill is impaired, or opt to bypass the qualitative assessment, and proceed directly to performing the first step of the two-step impairment test. If we perform a qualitative assessment and conclude it is more likely than not that the fair value of a reporting unit exceeds its carrying value, goodwill is not considered impaired and the two-step impairment test is unnecessary. However, if we conclude otherwise, we are required to perform the first step of the two-step impairment test. We have the unconditional option to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. We may resume performing the qualitative assessment in any subsequent period. For reporting units where we decide to perform a qualitative assessment, we assess and make judgments regarding a variety of factors which potentially impact the fair value of a reporting unit, including general economic conditions, industry and market-specific conditions, customer behavior, cost factors, our financial performance and trends, our strategies and business plans, capital requirements, management and personnel issues, and our stock price, among others. We then consider the totality of these and other factors, placing more weight on the events and circumstances that are judged to most affect a reporting unit's fair value or the carrying amount of its net assets, to reach a qualitative conclusion regarding whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. For reporting units where we decide to perform a quantitative testing approach in order to test goodwill, a determination of the fair value of our reporting units is required and is based, among other things, on estimates of future operating performance of the reporting unit and/or the component of the entity being valued. This impairment test includes the projection and discounting of cash flows, analysis of our market factors impacting the businesses we operates and estimating the fair values of tangible and intangible assets and liabilities. Estimating future cash flows and determining their present values are based upon, among other things, certain assumptions about expected future operating performance and appropriate discount rates determined by us. The discounted cash flow methodology establishes fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. The discount rate applied to the projected future cash flows to arrive at the present value is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The discounted cash flow methodology uses projections of financial performance for a five-year period. The most significant assumptions used in the discounted cash flow methodology are the discount rate and expected future revenues and gross margins, which vary among reporting units. The market participant based weighted average cost of capital for each unit gives consideration to factors including, but not limited to, capital structure, historic and projected financial performance, industry risk and size. During the annual testing of goodwill for impairment in the fourth quarter of the fiscal year ended March 31, 2015 , we performed the quantitative assessment for our CEG reporting unit, the only reporting unit with goodwill, and determined that the CEG reporting unit had a fair value less than the unit's carrying amount. As a result, we recorded a goodwill impairment charge of $6.0 million in the year ended March 31, 2015. In determining fair value we used various assumptions, including expectations of future cash flows based on projections or forecasts derived from analysis of business prospects, economic or market trends and any regulatory changes that may occur. We estimated the fair value of the reporting unit using a net present value methodology, which is dependent on significant assumptions related to estimated future discounted cash flows, discount rates and tax rates. The assumptions for the annual impairment test should not be construed as earnings guidance or long-term projections. Our cash flow assumptions are based on a 5-year internal projection of adjusted EBITDA for the Content & Entertainment reporting unit. We assumed a market-based weighted average cost of capital of 17% to discount cash flows for our CEG segment and used a blended federal and state tax rate of 40% . The goodwill impairment was primarily a result of reduced expectations of future cash flows to be generated by our CEG reporting unit, reflecting the continuing decline in consumer demand for packaged goods in favor of films in downloadable form. As a result, we have shifted our operating focus to devote more resources to our OTT channel business, which we expect to build upon significantly in fiscal years ending March 31, 2016 through 2018. Launching OTT channels requires that we make significant up-front investments to acquire content, build the infrastructure and develop partnerships, in exchange for anticipated revenue streams, which we also took into account in our discounted cash flow analysis. Beyond 2018, however, we expect that increased cash flows from our OTT channel business will more than offset decreases in cash flows from the sale of packaged goods. In addition, we applied a higher discount rate to expected future cash flows, reflecting a higher implied cost of debt financing. Future decreases in the fair value of our CEG reporting unit may require us to record additional goodwill impairment, particularly if our expectations of future cash flows are not achieved. Information related to the goodwill allocated to our Content & Entertainment segment is as follows: (In thousands) Goodwill As of March 31, 2013 $ 8,542 Goodwill resulting from the GVE Acquisition 16,952 As of March 31, 2014 25,494 Goodwill resulting from measurement period adjustments to the GVE Acquisition 7,207 Goodwill impairment (6,000 ) As of March 31, 2015 $ 26,701 Gross amounts of goodwill and accumulated impairment charges that we have recorded are as follows: (In thousands) Goodwill $ 32,701 Accumulated impairment losses (6,000 ) Net goodwill at March 31, 2015 $ 26,701 Total goodwill recorded in connection with the GVE Acquisition was $24.2 million , all of which is deductible for tax purposes. REVENUE RECOGNITION Phase I Deployment and Phase II Deployment Virtual print fees (“VPFs”) are earned, net of administrative fees, pursuant to contracts with movie studios and distributors, whereby amounts are payable by a studio to Phase 1 DC and to Phase 2 DC when movies distributed by the studio are displayed on screens utilizing our Systems installed in movie theatres. VPFs are earned and payable to Phase 1 DC 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 and Phase 2 DC’s performance obligations have been substantially met at that time. Phase 2 DC’s agreements with distributors require the payment of VPFs, according to a defined fee schedule, for ten years from the date each system is installed; however, Phase 2 DC may no longer collect VPFs once “cost recoupment,” as defined in the agreements, is achieved. Cost recoupment will occur once the cumulative VPFs and other cash receipts collected by Phase 2 DC have equaled the total of all cash outflows, including the purchase price of all Systems, all financing costs, all “overhead and ongoing costs”, as defined, and including service fees, subject to maximum agreed upon amounts during the three-year rollout period and thereafter. Further, if cost recoupment occurs before the end of the eighth contract year, the studios will pay us a one-time “cost recoupment bonus.” 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, we 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 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 earned in connection with up front exhibitor contributions are deferred and recognized over the expected cost recoupment period. Services Exhibitors who purchased and own Systems using their own financing in the Phase II Deployment paid us an upfront activation fee of approximately $2.0 thousand per screen (the “Exhibitor-Buyer Structure”). Upfront activation fees were recognized in the period in which these Systems were delivered and ready for content, as we had no further obligations to the customer after that time and collection was reasonably assured. In addition, we recognize activation fee revenue of between $1.0 thousand and $2.0 thousand on Phase 2 DC Systems and for Systems installed by CDF2 Holdings (See Note 5 - Other Interests ) upon installation and such fees are generally collected upfront upon installation. Our services segment manages and collects VPFs on behalf of exhibitors, for which it earns an administrative fee equal to 10% of the VPFs collected. Our Services segment earns an administrative fee of approximately 5% of VPFs collected and, in addition, earns 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, VOD, and physical goods (e.g. DVD and Blu-ray Discs). Fees earned are typically based on the gross amounts billed to our customers less the amounts owed to the media studios or content producers under distribution agreements, and gross media sales of owned or licensed content. Depending upon the nature of the agreements with the platform and content providers, the fee rate that we earn varies. Generally, revenues are recognized when content is available for subscription on the digital platform, at the time of shipment for physical goods, or point-of-sale for transactional and VOD services. Reserves for sales returns and other allowances are recorded based upon historical experience. If actual future returns and allowances differ from past experience, adjustments to our allowances may be required. Sales returns and allowances are reported as a reduction of revenues. 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 are viewed. CEG has the right to receive or bill a portion of the theatrical distribution fee in advance of the exhibition date, and therefore such amount is recorded as a receivable at the time of execution, and all related distribution revenue is deferred until the third party feature movies’ or alternative content’s theatrical release date. DIRECT OPERATING COSTS Direct operating costs consist of operating costs such as cost of goods sold, fulfillment expenses, shipping costs, property taxes and insurance on Systems, royalty expenses, marketing and direct personnel costs. PARTICIPATIONS AND ROYALTIES PAYABLE We record liabilities within accounts payable and accrued expenses on the Consolidated Balance Sheet, that represent amounts owed to studios or content producers for which we provides content distribution services for royalties owed under licensing arrangements. We identify and record as a reduction to the liability any expenses that are to be reimbursed to us by such studios or content producers. At March 31, 2015 and 2014 , participations payable were $37.8 million and $37.8 million , respectively. ADVERTISING Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. For the fiscal years ended March 31, 2015 , 2014 and 2013 , we recorded advertising costs of $0.1 million , $0.1 million and $0.1 million , respectively. STOCK-BASED COMPENSATION Employee and director stock-based compensation expense from continuing operations related to our stock-based awards was as follows: For the Fiscal Year Ended March 31, (In thousands) 2015 2014 2013 Direct operating $ 17 $ 22 $ 15 Selling, general and administrative 2,134 2,260 2,029 Total stock-based compensation expense $ 2,151 $ 2,282 $ 2,044 The weighted-average grant-date fair value of options granted during the fiscal years ended March 31, 2015 , 2014 and 2013 was $2.04 , $0.90 and $0.88 , respectively. There were 141,000 and 106,951 stock options exercised during the fiscal years ended March 31, 2015 and 2014, respectively. There were no exercises of stock options during the fiscal year ended March 31, 2013. We 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 Fiscal Year Ended March 31, Assumptions for Option Grants 2015 2014 2013 Range of risk-free interest rates 1.4% - 1.8% 0.7 - 1.6% 0.6 - 0.9% Dividend yield — — — Expected life (years) 5 5 5 Range of expected volatilities 70.4% - 72.1% 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 our stock option plan awards is the historical yield on U.S. Treasury securities with equivalent remaining lives. We do not currently anticipate paying any cash dividends on Class A common stock in the foreseeable future. As a result, an expected dividend yield of zero is used in the Black-Scholes option-pricing model. We estimate the expected life of options granted under our stock option plans using both exercise behavior and post-vesting termination behavior, as well as consideration of outstanding options. We estimate expected volatility for options granted under our stock option plans based on a measure of our Class A common stock's historical volatility in the trading market. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS Basic and diluted net loss per common share has been calculated as follows: Basic and diluted net loss per common share attributable to common shareholders = Net loss attributable to common shareholders Weighted average number of common stock shares outstanding during the period Loss per share from continuing operations is calculated similarly to basic and diluted loss per common share attributable to common shareholders, except that it uses loss from continuing operations in the numerator and takes into account the net loss attributable to noncontrolling interest. Shares issued and any shares that are reacquired during the period are weighted for the portion of the period that they are outstanding. We incurred net losses for each of the fiscal years ended March 31, 2015 , 2014 and 2013 and therefore the impact of potentially dilutive common shares from outstanding stock options and warrants totaling 28,696,045 shares, 28,601,920 shares and 23,594,108 shares were excluded from the computation of earnings per share for the fiscal years ended March 31, 2015 , 2014 and 2013 , respectively, as their impact would have been anti-dilutive. COMPREHENSIVE LOSS As of March 31, 2015 and 2014, our comprehensive loss consisted of net loss and foreign currency translation adjustments. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on revenue recognition. The new standard provides for a single five-step model to be applied to all revenue contracts with customers as well as requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard. The guidance will be effective during our fiscal year ending March 31, 2018. In May of 2015, the FASB issued an exposure draft to extend the effective date of this standard by one year. We are currently evaluating the impact of the adoption of this accounting standard update on our consolidated financial statements. In June 2014, the FASB issued an accounting standards update, which provides additional guidance on how to account for share-based payments where the terms of an award may provide that the performance target could be achieved after an employee completes the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite period is treated as a performance condition. The guidance will be effective during our fiscal year ending March 31, 2017. We are currently evaluating the impact of the adoption of this accounting standard update on our consolidated financial statements. The standards update may be applied (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In August 2014, the FASB amended accounting guidance pertaining to going concern considerations by company management. The amendments in this update state that in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued, when applicable). The guidance will be effective during our fiscal year ending March 31, 2018. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In February 2015, the FASB issued an accounting standards update, which amended accounting guidance on consolidation. The amendments affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The update will be effective during our fiscal year ending March 31, 2017. We are currently e |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Mar. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS Discontinued operations are primarily comprised of the operations of Software. On September 23, 2014, we completed the sale of Software to a third party for cash consideration of $3.0 million and recognized a loss on sale of $3.3 million for the year ended March 31, 2015. There is no tax provision or benefit related to any of the discontinued operations. The assets and liabilities of discontinued operations were comprised of the following: As of (In thousands) March 31, 2014 Current assets of discontinued operations: Accounts receivable, net $ 1,835 Unbilled revenue 534 Prepaid and other current assets 11 Total current assets of discontinued operations 2,380 Current liabilities of discontinued operations: Accounts payable and accrued expenses 668 Deferred revenue 1,434 Total current liabilities of discontinued operations 2,102 Current assets of discontinued operations, net of current liabilities $ 278 Property and equipment, net $ 474 Capitalized software, net 4,862 Unbilled revenue, net of current portion 324 Assets of discontinued operations, net of current portion $ 5,660 The results of Software have been reported as discontinued operations for all periods presented. The income (loss) from discontinued operations was as follows: For the Fiscal Year Ended March 31, (In thousands) 2015 2014 2013 Revenues $ 1,968 $ 4,138 $ 7,046 Costs and Expenses: Direct operating (exclusive of depreciation and amortization shown below) 326 1,997 4,071 Selling, general and administrative 1,435 4,318 3,330 Provision for doubtful accounts — 935 196 Research and development 14 79 144 Impairment of goodwill and capitalized software — 8,470 — Depreciation of property and equipment — 235 139 Amortization of intangible assets — 18 27 Total operating expenses 1,775 16,052 7,907 Income (loss) from operations 193 (11,914 ) (861 ) Interest income — 10 2 Other expense, net (93 ) — (2 ) Income (loss) from discontinued operations $ 100 $ (11,904 ) $ (861 ) |
CONSOLIDATED BALANCE SHEET COMP
CONSOLIDATED BALANCE SHEET COMPONENTS | 12 Months Ended |
Mar. 31, 2015 | |
Consolidated Balance Sheet Components [Abstract] | |
CONSOLIDATED BALANCE SHEET COMPONENTS | CONSOLIDATED BALANCE SHEET COMPONENTS ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following: As of March 31, (In thousands) 2015 2014 Trade receivables $ 60,188 $ 57,761 Allowance for doubtful accounts (597 ) (898 ) Total accounts receivable, net $ 59,591 $ 56,863 PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets consisted of the following: As of March 31, (In thousands) 2015 2014 Non-trade accounts receivable, net $ 4,271 $ 4,572 Advances 12,551 13,201 Due from producers 1,580 1,094 Prepaid insurance 207 105 Other prepaid expenses 1,341 977 Total prepaid and other current assets $ 19,950 $ 19,949 PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: As of March 31, (In thousands) 2015 2014 Leasehold improvements $ 821 $ 638 Computer equipment and software 9,590 8,817 Digital cinema projection systems 360,744 360,651 Machinery and equipment 546 449 Furniture and fixtures 380 387 372,081 370,942 Less - accumulated depreciation and amortization (273,520 ) (236,006 ) Total property and equipment, net $ 98,561 $ 134,936 Total depreciation and amortization of property and equipment was $37.5 million , $37.3 million and $36.4 million for the fiscal years ended March 31, 2015 , 2014 and 2013 , respectively. Amortization of capital leases included in depreciation and amortization of property and equipment was $0.8 million , $0.6 million and $0.2 million for the fiscal years ended March 31, 2015 , 2014 and 2013 , respectively. INTANGIBLE ASSETS Intangible assets, net consisted of the following: As of March 31, 2015 (In thousands) Gross Carrying Amount Accumulated Amortization Net Amount Useful Life (years) Trademarks $ 105 $ (92 ) $ 13 3 Customer relationships and contracts 21,968 (4,942 ) 17,026 3-15 Theatre relationships 550 (298 ) 252 10-12 Covenants not to compete 508 (508 ) — 3-5 Content library 19,767 (5,679 ) 14,088 5-6 Favorable lease agreement 1,193 (788 ) 405 4 $ 44,091 $ (12,307 ) $ 31,784 As of March 31, 2014 (In thousands) Gross Carrying Amount Accumulated Amortization Net Amount Useful Life (years) Trademarks $ 111 $ (99 ) $ 12 3 Corporate trade names 134 (134 ) — 2-10 Customer relationships and contracts 21,968 (2,836 ) 19,132 3-15 Theatre relationships 550 (252 ) 298 10-12 Covenants not to compete 508 (496 ) 12 3-5 Content library 19,767 (2,257 ) 17,510 5-6 Favorable lease agreement 1,193 (518 ) 675 4 $ 44,231 $ (6,592 ) $ 37,639 Amortization expense related to intangible assets was $5.9 million , $3.5 million and $1.5 million for the fiscal years ended March 31, 2015 , 2014 , and 2013, respectively. We did not record any impairment of intangible assets from continuing operations during the fiscal years ended March 31, 2015 and 2014 . Based on identified intangible assets that are subject to amortization as of March 31, 2015 , we expect future amortization expense for each period to be as follows (dollars in thousands): Fiscal years ending March 31, 2016 $ 5,799 2017 $ 5,663 2018 $ 5,528 2019 $ 5,518 2020 $ 2,106 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: As of March 31, (In thousands) 2015 2014 Accounts payable $ 30,903 $ 36,803 Participations and royalties payable 37,766 37,828 Accrued compensation and benefits 1,212 554 Accrued taxes payable 224 302 Interest payable 208 280 Accrued restructuring and transition expenses — 1,019 Accrued other expenses 6,834 7,069 Total accounts payable and accrued expenses $ 77,147 $ 83,855 |
INVESTMENT IN NON-CONSOLIDATED
INVESTMENT IN NON-CONSOLIDATED ENTITY | 12 Months Ended |
Mar. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN NON-CONSOLIDATED ENTITY | OTHER INTERESTS Investment in CDF2 Holdings We indirectly own 100% of the common equity of CDF2 Holdings, LLC ("CDF2 Holdings"), which was created for the purpose of capitalizing on the conversion of the exhibition industry from film to digital technology. CDF2 Holdings assists its customers in procuring the equipment necessary to convert their Systems to digital technology by providing financing, equipment, installation and related ongoing services. CDF2 Holdings is a Variable Interest Entity (“VIE”), as defined in Accounting Standards Codification Topic 810 ("ASC 810"), “Consolidation". 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 we indirectly, wholly own CDF2 Holdings, we, a third party that also has a variable interest in CDF2 Holdings, and an independent third party manager must mutually approve all business activities and transactions that significantly impact CDF2 Holdings' economic performance. We have therefore assessed our variable interests in CDF2 Holdings and determined that we are not the primary beneficiary of CDF2 Holdings. As a result, CDF2 Holdings' financial position and results of operations are not consolidated in our financial position and results of operations. In completing our assessment, we identified the activities that we consider most significant to the economic performance of CDF2 Holdings and determined that we do not have the power to direct those activities, and therefore we account for our investment in CDF2 Holdings under the equity method of accounting. As of March 31, 2015 and 2014, our maximum exposure to loss, as it relates to the non-consolidated CDF2 Holdings entity, represents accounts receivable for service fees under a master service agreement with CDF2 Holdings. Such accounts receivable were $0.3 million and $0.3 million as of March 31, 2015 and 2014, respectively, which are included within our accounts receivable, net on the accompanying Consolidated Balance Sheets. During the fiscal years ended March 31, 2015 , 2014 and 2013 , we received $1.2 million , $1.1 million , and $1.6 million , respectively, in aggregate revenues through digital cinema servicing fees from CDF2 Holdings, which are included in our revenues on the accompanying Consolidated Statements of Operations. Total Stockholder's Deficit of CDF2 Holdings at March 31, 2015 and 2014 was $6.7 million and $2.7 million , respectively. We have no obligation to fund the operating loss or the stockholder's deficit beyond our initial investment of $2.0 million , and accordingly, we have recorded our investment in CDF2 Holdings on our Consolidated Balance Sheets at $0 for as of March 31, 2015 and 2014. Noncontrolling Interest in CONtv In June 2014, we and Wizard World, Inc. formed CON TV, LLC (“CONtv”) to fund, design, create, launch, and operate a worldwide digital network that creates original content, and sells and distributes on-demand digital content via the Internet and other consumer digital distribution platforms, such as gaming consoles, set-top boxes, handsets, and tablets. We have determined that we have a controlling financial interest in CONtv. As a result, and in accordance with ASC 810, we have consolidated the financial position and results of operations of CONtv as of and for the fiscal year ended March 31, 2015. During the year ended March 31, 2015, we made total contributions of $0.9 million in CONtv. Wizard World Inc.'s share of stockholders' deficit in CONtv is reflected as noncontrolling interest in our Consolidated Balance Sheets and was $0.2 million as of March 31, 2015. The noncontrolling interest's share of loss from continuing operations and net loss was $0.9 million for the year ended March 31, 2015. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE Notes payable consisted of the following: As of March 31, 2015 As of March 31, 2014 (In thousands) Current Portion Long Term Portion Current Portion Long Term Portion 2013 Term Loans, net of debt discount $ 25,125 $ 36,418 $ 25,688 $ 68,590 Prospect Loan — 67,967 — 68,454 KBC Facilities 7,649 19,361 7,961 27,009 P2 Vendor Note 125 393 105 466 P2 Exhibitor Notes 74 186 71 260 Total non-recourse notes payable $ 32,973 $ 124,325 $ 33,825 $ 164,779 Cinedigm Term Loans $ — $ 17,965 $ 3,750 $ 20,015 Cinedigm Revolving Loans 24,294 — 15,469 — 2013 Notes — 3,785 — 3,510 Total recourse notes payable $ 24,294 $ 21,750 $ 19,219 $ 23,525 Total notes payable $ 57,267 $ 146,075 $ 53,044 $ 188,304 Non-recourse debt is generally defined as debt whereby the lenders’ sole recourse, with respect to defaults, is limited to the value of the asset, which is collateral for the debt. Certain of our subsidiaries are liable with respect to, and their assets serve as collateral for, certain indebtedness for which our assets and the assets of our other subsidiaries that are not parties to the transaction are generally not liable. We have referred to this indebtedness as "non-recourse debt" because the recourse of the lenders is limited to the assets of specific subsidiaries. Such indebtedness includes the Prospect Loan, the KBC Facilities, the 2013 Term Loans, the P2 Vendor Note and the P2 Exhibitor Note. 2013 Term Loans In February 2013, our CDF I subsidiary entered into an amended and restated credit agreement (the “2013 Credit Agreement”) with Société Générale and other lenders. Under the terms of the 2013 Credit Agreement, CDF I may borrow an aggregate principal amount of $130.0 million , $5.0 million of which was allowed to be assigned to an affiliate of CDF I. Under the 2013 Credit Agreement, each of the 2013 Term loans bear interest, at the option of CDF I, based on a base rate (generally, the bank prime rate) or the one-month 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). 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. The one-month LIBOR rate at March 31, 2015 was 0.18% . The 2013 Credit Agreement also requires each of CDF I’s existing and future direct and indirect domestic subsidiaries (the "Guarantors") to guarantee the obligations under the 2013 Credit Agreement with 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 our C/AIX subsidiary, the direct holder of CDF I’s equity. The 2013 Credit Agreement contains customary representations, warranties, affirmative covenants, negative covenants and events of default. Collections of CDF I accounts receivable are deposited into accounts designated to pay certain operating expenses, principal, interest, fees, costs and expenses relating to the 2013 Credit Agreement. Amounts designated for these purposes totaled $3.9 million and $6.5 million as of March 31, 2015 and 2014 , respectively, and are included in cash and cash equivalents on our Consolidated Balance Sheets. We also maintain a debt service fund under the 2013 Credit Agreement for future principal and interest payments. As of March 31, 2015 and 2014 , the debt service fund had a balance of $5.8 million , which is classified as restricted cash on our Consolidated Balance Sheets. The balance of the 2013 Term Loans, net of the original issue discount, at March 31, 2015 was as follows: As of March 31, (In thousands) 2015 2014 2013 Term Loans, at issuance, net $ 125,087 $ 125,087 Payments to date (63,348 ) (30,543 ) Discount on 2013 Term Loans (196 ) (266 ) 2013 Term Loans, net 61,543 94,278 Less current portion (25,125 ) (25,688 ) Total long term portion $ 36,418 $ 68,590 Prospect Loan In February 2013, our DC Holdings, AccessDM and Phase 2 DC subsidiaries entered into a term loan agreement (the “Prospect Loan”) with Prospect Capital Corporation (“Prospect”), pursuant to which DC Holdings borrowed $70.0 million . The Prospect Loan bears interest at LIBOR plus 9.0% (with a 2.0% LIBOR floor), which is payable in cash, and at an additional 2.50% to be accrued as an increase to the aggregate principal amount of the Prospect Loan until the 2013 Credit Agreement is paid off, at which time all accrued interest will be payable in cash. Collections of DC Holdings accounts receivable are deposited into accounts designated to pay certain operating expenses, principal, interest, fees, costs and expenses relating to the Prospect Loan. On a quarterly basis, if funds remain after the payment of all such amounts, they are applied to prepay the Prospect Loan. Amounts designated for these purposes, included in cash and cash equivalents on the Consolidated Balance Sheets, totaled $6.5 million and $8.1 million as of March 31, 2015 and 2014 , respectively. We also maintain a debt service fund under the Prospect Loan for future principal and interest payments. As of March 31, 2015 and 2014, the debt service fund had a balance of $1.0 million , which is classified as restricted cash on the Consolidated Balance Sheets. The Prospect Loan matures on March 31, 2021 and may be accelerated upon a change in control (as defined in the agreement) or other events of default as set forth therein and would be subject to mandatory acceleration upon insolvency of DC Holdings. We are permitted to pay the full outstanding balance of the Prospect Loan at any time after the second anniversary of the initial borrowing, subject to the following prepayment penalties: • 5.0% of the principal amount prepaid between the second and third anniversaries of issuance; • 4.0% of the principal amount prepaid between the third and fourth anniversaries of issuance; • 3.0% of the principal amount prepaid between the fourth and fifth anniversaries of issuance; • 2.0% of the principal amount prepaid between the fifth and sixth anniversary of issuance; • 1.0% of the principal amount prepaid between the sixth and seventh anniversaries of issuance; and • No penalty if the balance of the Prospect Loan, including accrued interest, is prepaid thereafter. The Prospect Loan is secured by, among other things, a first priority pledge of the stock of CDF2 Holdings, our wholly owned unconsolidated subsidiary, the stock of AccessDM, owned by DC Holdings, and the stock of our Phase 2 DC subsidiary, and is also guaranteed by AccessDM and Phase 2 DC. We provide limited financial support to the Prospect Loan not to exceed $1.5 million per year in the event financial performance does not meet certain defined benchmarks. The Prospect Loan contains customary representations, warranties, affirmative covenants, negative covenants and events of default. The following table summarizes the activity related to the Prospect Loan: As of March 31, (In thousands) 2015 2014 Prospect Loan, at issuance $ 70,000 $ 70,000 PIK Interest 3,640 1,906 Payments to date (5,673 ) (3,452 ) Prospect Loan, net $ 67,967 $ 68,454 Less current portion — — Total long term portion $ 67,967 $ 68,454 KBC Facilities In December 2008 we began entering into multiple credit facilities to fund the purchase of Systems to be installed in movie theatres as part of our Phase II Deployment. There were no draws on the KBC Facilities during the fiscal year ended March 31, 2015 . The following table presents a summary of the KBC Facilities (dollar amounts in thousands): Outstanding Principal Balance Facility 1 Credit Facility Interest Rate 2 Maturity Date As of March 31, 2015 As of March 31, 2014 1 $ 2,890 3.75 % December 2017 $ — $ 315 2 22,336 3.75 % September 2018 10,371 13,561 3 13,312 3.75 % September 2018 6,656 8,558 4 11,425 3.75 % March 2019 6,528 8,160 5 6,450 3.75 % December 2018 3,455 4,376 $ 56,413 $ 27,010 $ 34,970 1. For each facility, principal is to be repaid in twenty-eight quarterly installments. 2. Each of the facilities bears interest at the three-month LIBOR rate, which was 0.27% at March 31, 2015 , plus the interest rate noted above. Cinedigm Credit Agreement On October 17, 2013, we entered into a credit agreement (the “Cinedigm Credit Agreement”) with Société Générale. Under the Cinedigm Credit Agreement, we may borrow an aggregate principal amount of up to $55.0 million , including term loans of $25.0 million (the “Cinedigm Term Loans”) and revolving loans of up to $30.0 million (the “Cinedigm Revolving Loans”). All of the Cinedigm Term Loans, for which principal is be paid quarterly, and $15.0 million of the Cinedigm Revolving Loans were drawn at closing in connection with funding the GVE Acquisition. Each of the Cinedigm Term Loans and the Cinedigm Revolving Loans bears interest at the base rate plus 5.0% or the Eurodollar rate plus a margin of 6.0% until May 15, 2015, at which time the margin decreases to 5.0% . The 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% . Collections of certain CEG accounts receivable are be deposited into a special blocked account, from which amounts are used to pay certain operating expenses and principal, interest, fees, costs and expenses relating to the Cinedigm Credit Agreement according to designated priorities. When amounts collected are in excess of such principal, interest, fees, costs and expenses, a portion of the excess collections are used to prepay the Cinedigm Term Loans. We may prepay the Cinedigm Term Loans and Cinedigm Revolving Loans, in whole or in part, subject to paying certain breakage costs, as applicable. In February 2015, we agreed to certain changes in the Cinedigm Credit Agreement. Among other things, the Cinedigm Credit Agreement was amended to reduce certain requirements that determine the maximum amount of revolving loans that may be borrowed at any one time and to change the interest rate margins on outstanding loans. As a result of these amendments, the Cinedigm Term Loans bear interest at the base rate plus 5.0% through May 15, 2015 and 3.0% thereafter or the Eurodollar rate plus 6.0% until May 15, 2015 and 4.0% thereafter, and the Cinedigm Revolving Loans bear interest at the base rate plus 4.0% or the Eurodollar rate plus 5.0% . The interest rate margins may be reduced if we voluntarily prepay Term Loans in an aggregate amount of at least $10.0 million . The 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% . In April 2015, we repaid the entire outstanding balance of the Cinedigm Term Loans and extended the term of the Cinedigm Revolving Loans to March 31, 2018 in connection with our issuance of Convertible Notes. See Note 15 - Subsequent Event . The following table presents the activity related to the Cinedigm Term Loans: As of March 31, (In thousands) 2015 2014 Cinedigm Term Loans, at issuance, net $ 25,000 $ 25,000 Payments to date (6,808 ) (875 ) Discount on Cinedigm Term Loans (227 ) (360 ) Cinedigm Term Loans, net 17,965 23,765 Less current portion — (3,750 ) Total long term portion $ 17,965 $ 20,015 At March 31, 2015 and 2014, the balance of the Cinedigm Revolving Loans was $24.3 million and $15.5 million , respectively. During the fiscal year ended March 31, 2015, we borrowed $18.2 million under the Cinedigm Revolving Loans for working capital purposes and made principal payments of $9.3 million . 2013 Notes In October 2013, we entered into securities purchase agreements with certain investors, pursuant to which we sold notes in the aggregate principal amount of $5.0 million (the “2013 Notes”) and warrants to purchase an aggregate of 1,500,000 shares of Class A Common Stock (the “2013 Warrants”) to such investors. The proceeds of the sales of the 2013 Notes and 2013 Warrants were used for working capital and general corporate purposes, including financing, in part, the GVE Acquisition. We allocated a proportional value of $1.6 million 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 % We have treated the proportional value of the 2013 Warrants as a debt discount. The debt discount of the 2013 Notes is being 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 may be redeemed at any time on or after October 21, 2015, subject to certain premiums. At March 31, 2015, we were in compliance with all of our debt covenants. The aggregate principal repayments on our notes payable, excluding debt discounts and PIK interest, are scheduled to be as follows (dollars in thousands): Fiscal years ending March 31, 2016 $ 75,459 2017 29,047 2018 24,100 2019 8,411 2020 — Thereafter 79,127 $ 216,144 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY COMMON STOCK In September 2014, we increased the number of shares of Class A Common Stock authorized for issuance by 91,241,000 shares and designated the additional shares as Class A Common Stock. As of March 31, 2015 and 2014 , we had 210,000,000 and 118,759,000 authorized shares of Class A Common Stock, respectively. As of March 31, 2015 and 2014 , we had 1,241,000 shares of authorized Class B Common Stock of which none remain available for issuance. PREFERRED STOCK Cumulative dividends in arrears on the preferred stock at March 31, 2015 and 2014 were $0.1 million . In April 2015, we paid our preferred stock dividends accrued at March 31, 2015 in the form of 55,262 shares of its Class A Common Stock. CINEDIGM’S EQUITY INCENTIVE PLAN Stock Options Awards issued under our equity incentive plan (the "Plan") may be in any of the following forms (or a combination thereof) (i) stock option awards; (ii) stock appreciation rights; (iii) stock or restricted stock or restricted stock units; or (iv) performance awards. The Plan provides for the granting of incentive stock options (“ISOs”) with exercise prices not less than the fair market value of our Class A Common Stock on the date of grant. ISOs granted to shareholders having more than 10% of the total combined voting power of the Company must have exercise prices of at least 110% of the fair market value of our Class A Common Stock on the date of grant. ISOs and non-statutory stock options granted under the Plan are subject to vesting provisions, and exercise is subject to the continuous service of the participant. The exercise prices and vesting periods (if any) for non-statutory options are set at the discretion of our compensation committee. Upon a change of control of the Company, all stock options (incentive and non-statutory) that have not previously vested will vest immediately and become fully exercisable. In connection with the grants of stock options under the Plan, we and the participants have executed stock option agreements setting forth the terms of the grants. The Plan provides for the issuance of up to 14,300,000 shares of Class A Common Stock to employees, outside directors and consultants. During the fiscal year ended March 31, 2015, we granted options to purchase 861,625 shares of our Class A Common Stock to employees at exercise prices ranging from $1.44 to $2.66 per share. Such options vest over four years from their date of grant. As of March 31, 2015, the weighted average exercise price for outstanding stock options was $1.74 and the weighted average remaining contractual life was 7.6 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 4,113,000 $ 2.14 Granted 2,915,000 1.51 Exercised (106,951 ) 1.41 Canceled (848,063 ) 2.74 Balance at March 31, 2014 6,072,986 1.74 Granted 861,625 1.51 Exercised (141,000 ) 1.41 Canceled (884,941 ) 2.74 Balance at March 31, 2015 5,908,670 1.74 An analysis of all options outstanding under the Plan as of March 31, 2015 is as follows: Range of Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) $0.00 - $1.37 615,000 4.5 $ 1.37 $ 151,875 $1.38 - $1.50 2,639,795 7.7 1.43 225,617 $1.51 - $1.60 1,319,250 8.3 1.53 36,312 $1.61 - $2.50 705,625 8.7 1.79 — $2.51 - $5.00 540,000 8.0 2.84 — $5.01 - $20.00 89,000 1.4 8.44 — 5,908,670 $ 413,804 An analysis of all options exercisable under the Plan as of March 31, 2015 is presented below: Options Exercisable Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) 2,668,445 6.46 $ 1.80 $ 413,804 OPTIONS GRANTED OUTSIDE CINEDIGM’S EQUITY INCENTIVE PLAN In October 2013, we issued options outside of the Plan to 10 individuals that became employees following the GVE Acquisition. The employees received options to purchase an aggregate of 620,000 shares of our Class A Common Stock at an exercise price of $1.75 per share. The options vest and become exercisable in 25% increments on the first four anniversaries of the date of grant, until fully vested after four years , and expire ten years from the date of grant, if unexercised. As of March 31, 2015, there were 386,250 unvested options outstanding. WARRANTS At March 31, 2015, outstanding warrants consisted of 16,000,000 held by Sageview ("Sageview Warrants"), 525,000 held by a strategic management service provider and 1,250,625 of the 2013 Warrants. The Sageview Warrants, which were exercisable beginning on September 30, 2009 at an exercise price of $1.37 , contain a customary cashless exercise provision and anti-dilution adjustments and expire on August 11, 2016 (subject to extension in limited circumstances). We have issued 525,000 warrants to purchase shares of Class A common stock to a strategic management service provider in connection with a consulting management services agreement. The warrants, which may be terminated with 90 days notice in the event of termination of the consulting management services agreement, 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. During the fiscal year ended March 31, 2014, holders of the 2013 Warrants exercised 249,375 warrants. As of March 31, 2015 and 2014, 1,250,625 of the 2013 Warrants were outstanding. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES LITIGATION Gaiam Dispute In August 2014, we initiated mediation with Gaiam with respect to certain claims resulting from the GVE Acquisition in accordance with the requirements of the Membership Interest Purchase Agreement (the ”MIPA”). On January 13 and 16, 2015, Gaiam and we participated in a two-day mediation to determine whether the parties’ disputes could be resolved informally without arbitration. The mediation was not successful, and, therefore, we are pursuing our claims against Gaiam through arbitration. We believe that (i) Gaiam materially breached its representations and warranties under the MIPA, including a representation that the financial statements provided to us were consistent with GAAP; (ii) Gaiam engaged in fraud and tortious acts in connection with the sale; (iii) the amount of working capital in the business unit was substantially below the working capital target identified in the MIPA and is subject to a working capital adjustment; (iv) Gaiam breached the Transition Services Agreement, resulting in additional costs to us and potential losses associated with the non-collection our accounts receivable; and (v) Gaiam breached the terms of other agreements related to the transfer of cash from collected accounts receivable, including mishandling post-closing collections. Among other things, we believe that significant sections of the financial statements that Gaiam provided to us, both before and after the GVE Acquisition, were not consistent with GAAP, despite Gaiam’s contractual obligations to ensure GAAP compliance, and that Gaiam’s financial statements did not fairly present the financial position and results of GVE as of the date of the transaction. Our investigation of these issues is ongoing as of the date of this Report on Form 10-K. We demanded that Gaiam agree to participate in an expedited arbitration before a nationally recognized accounting firm to determine the value of the working capital in accordance with the relevant procedures set forth in the MIPA (“the Working Capital Arbitration”). We also demanded that Gaiam agree simultaneously to participate in a separate arbitration before the American Arbitration Association (“the AAA Arbitration”) to resolve the parties’ non-working capital disputes. Gaiam initially asserted that the AAA Arbitration should occur prior to the Working Capital Arbitration and refused to proceed with the Working Capital Arbitration until after the AAA Arbitration was completed. Therefore, we commenced legal proceedings against Gaiam to comply with the MIPA and compel Gaiam to participate in the Working Capital Arbitration without further delay. By Order dated May 5, 2015, the United States District Court for the Central District of California ordered Gaiam to proceed with the Working Capital Arbitration forthwith. Although Gaiam initially filed an appeal of the Order with the Ninth Circuit, that appeal has been dismissed. The parties are proceeding with the Working Capital Arbitration currently and expect to receive an initial decision on the working capital claims at issue in the Working Capital Arbitration by approximately mid-July 2015. In addition, the parties are proceeding with their respective non-working capital claims in the AAA Arbitration. The relief requested by us exceeds $30.0 million and includes unspecified compensatory damages, attorneys’ fees, costs and interest, and all other appropriate relief including punitive damages. Gaiam has disputed our allegations and asserted its own claims against us, including seeking working capital reimbursement from us of over $6.0 million . We believe that the claims that we have asserted against Gaiam in the Working Capital Arbitration and the AAA Arbitration have merit, and we intend to pursue our claims vigorously. Conversely, we believe that Gaiam’s claims are without merit. At this early stage, there can be no assurance as to the likelihood of success on the merits. 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. LEASES We have capital lease obligations covering a facility and computer equipment with an aggregate principal amount of $5.5 million as of March 31, 2015. In May 2011, we completed the sale of certain assets and liabilities of the Pavilion Theatre and ceased to operate it at that time. We have remained the primary obligor on the Pavilion capital lease and therefore, the capital lease obligation and the related assets under the capital lease continue to be reflected on our Consolidated Balance Sheets as of March 31, 2015 and 2014. We have entered into a sub-lease agreement with the unrelated third party purchaser who makes all payments related to the lease and as such, we have no continuing involvement in the operation of the Pavilion Theatre. We operate from leased properties under non-cancelable operating lease agreements, certain of which contain escalating lease clauses. As of March 31, 2015, obligations under non-cancelable operating leases are due as follows (dollars in thousands): Fiscal years ending March 31, 2016 $ 1,663 2017 1,227 2018 1,230 2019 1,279 2020 1,330 Thereafter 592 $ 7,321 Rent expense, included in selling, general and administrative expenses in our Consolidated Statements of Operations, was $1.6 million , $1.5 million and $1.2 million for the fiscal years ended March 31, 2015 , 2014 and 2013 , respectively. |
SUPPLEMENTAL CASH FLOW DISCLOSU
SUPPLEMENTAL CASH FLOW DISCLOSURE | 12 Months Ended |
Mar. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW DISCLOSURE | SUPPLEMENTAL CASH FLOW INFORMATION For the Fiscal Year Ended March 31, (In thousands) 2015 2014 2013 Cash interest paid $ 24,069 $ 17,309 $ 18,368 Assets acquired under capital leases $ — $ 1,886 $ — Accretion of preferred stock discount $ — $ 93 $ 109 Accrued dividends on preferred stock $ 89 $ 356 $ 356 Issuance of Class A Common Stock in connection with New Video Acquisition $ — $ — $ 3,432 Issuance of Class A Common Stock in connection with GVE Acquisition $ — $ 1,000 $ — Issuance of Class A Common Stock and warrants for professional services of third parties $ — $ 129 $ — Issuance of Class A Common Stock for payment of preferred stock dividends $ 267 $ 267 $ — Non-cash payment of deferred consideration in connection with GVE Acquisition $ — $ 2,000 $ — |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION We operate in four reportable segments: Phase I Deployment, Phase II Deployment, Services and Content & Entertainment or CEG. Our segments were determined based on the economic characteristics of our products and services, our internal organizational structure, the manner in which our operations are managed and the criteria used by our Chief Operating Decision Maker to evaluate performance, which is generally the segment’s income (loss) from continuing operations before interest, taxes, depreciation and amortization. Operations of: Products and services provided: Phase I Deployment Financing vehicles and administrators for our 3,724 Systems installed nationwide, for which we retain 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 II Deployment Financing vehicles and administrators for our 8,904 Systems installed domestically and internationally, for which we retain 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. Services Provides monitoring, collection, verification and other management services to our Phase I Deployment, Phase II Deployment, CDF2 Holdings, as well as to exhibitors who purchase their own equipment. Services also collects and disburses VPFs from motion picture studios, distributors and ACFs from alternative content providers, movie exhibitors and theatrical exhibitors. Content & Entertainment Leading distributor of independent content, and collaborates with producers and other content owners to market, source, curate and distribute independent content to targeted and profitable audiences in theatres and homes, and via mobile and emerging platforms. One customer represented approximately 12% of our consolidated revenues for the fiscal year ended March 31, 2015. The following tables present certain financial information related to our reportable segments: As of March 31, 2015 (In thousands) Intangible Assets, net Goodwill Total Assets Notes Payable, Non-Recourse Notes Payable Capital Leases Phase I Deployment $ 252 $ — $ 80,381 $ 129,508 $ — $ — Phase II Deployment — — 61,502 27,790 — — Services 1,084 Content & Entertainment 31,520 26,701 122,610 — — 84 Corporate 12 — 14,128 — 46,044 5,411 Total $ 31,784 $ 26,701 $ 279,705 $ 157,298 $ 46,044 $ 5,495 As of March 31, 2014 (In thousands) Intangible Assets, net Goodwill Total Assets Notes Payable, Non-Recourse Notes Payable Capital Leases Phase I Deployment $ 298 $ — $ 109,538 $ 162,732 $ — $ — Phase II Deployment — — 66,957 35,872 — — Services — — 3,848 — — — Content & Entertainment 37,333 25,494 135,477 — — 81 Corporate 8 — 35,491 — 42,744 6,005 Net assets of discontinued operations — — 5,938 — — — Total $ 37,639 $ 25,494 $ 357,249 $ 198,604 $ 42,744 $ 6,086 Statements of Operations For the Fiscal Year Ended March 31, 2015 Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues $ 36,161 $ 12,347 $ 11,876 $ 45,100 $ — $ 105,484 Direct operating (exclusive of depreciation and amortization shown below) 970 485 58 28,596 — 30,109 Selling, general and administrative 464 130 744 18,736 12,328 32,402 Allocation of corporate overhead — — 1,853 5,409 (7,262 ) — (Benefit) provision for doubtful accounts (204 ) (23 ) 21 — — (206 ) Restructuring, transition and acquisitions expenses, net 61 — — 1,662 915 2,638 Goodwill impairment — — — 6,000 — 6,000 Depreciation and amortization of property and equipment 28,550 7,523 177 219 1,050 37,519 Amortization of intangible assets 46 — — 5,813 5 5,864 Total operating expenses 29,887 8,115 2,853 66,435 7,036 114,326 Income (loss) from operations $ 6,274 $ 4,232 $ 9,023 $ (21,335 ) $ (7,036 ) $ (8,842 ) The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ 7 $ 10 $ — $ 17 Selling, general and administrative — — 11 291 1,832 2,134 Total stock-based compensation $ — $ — $ 18 $ 301 $ 1,832 $ 2,151 Statements of Operations For the Fiscal Year Ended March 31, 2014 Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues from external customers $ 36,309 $ 12,146 $ 12,558 $ 43,315 $ — $ 104,328 Intersegment revenues (1) — — 16 48 — 64 Total segment revenues 36,309 12,146 12,574 43,363 — 104,392 Less: Intersegment revenues — — (16 ) (48 ) — (64 ) Total consolidated revenues $ 36,309 $ 12,146 $ 12,558 $ 43,315 $ — $ 104,328 Direct operating (exclusive of depreciation and amortization shown below) 766 610 380 27,164 — 28,920 Selling, general and administrative 328 279 765 14,448 10,513 26,333 Allocation of corporate overhead — — 2,186 4,204 (6,390 ) — Provision for doubtful accounts 197 59 35 103 — 394 Restructuring, transition and acquisitions expenses, net — — — 2,038 (505 ) 1,533 Depreciation and amortization of property and equipment 28,549 7,523 214 210 793 37,289 Amortization of intangible assets 46 6 — 3,420 1 3,473 Total operating expenses 29,886 8,477 3,580 51,587 4,412 97,942 Income (loss) from operations $ 6,423 $ 3,669 $ 8,978 $ (8,272 ) $ (4,412 ) $ 6,386 (1) Intersegment revenues primarily represent personnel expenses. The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ 13 $ 9 $ — $ 22 Selling, general and administrative — — 13 187 2,060 2,260 Total stock-based compensation $ — $ — $ 26 $ 196 $ 2,060 $ 2,282 Statements of Operations For the Fiscal Year Ended March 31, 2013 Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues from external customers $ 39,646 $ 12,464 $ 12,932 $ 16,050 $ — $ 81,092 Intersegment revenues (1) — — 24 32 — 56 Total segment revenues 39,646 12,464 12,956 16,082 — 81,148 Less: Intersegment revenues — — (24 ) (32 ) — (56 ) Total consolidated revenues $ 39,646 $ 12,464 $ 12,932 $ 16,050 $ — $ 81,092 Direct operating (exclusive of depreciation and amortization shown below) 459 687 821 6,548 — 8,515 Selling, general and administrative 92 139 797 8,308 11,469 20,805 Allocation of corporate overhead — — 3,188 3,392 (6,580 ) — Provision for doubtful accounts 218 59 30 65 106 478 Restructuring, transition and acquisitions expenses, net — — — 340 517 857 Depreciation and amortization of property and equipment 28,549 7,371 9 72 358 36,359 Amortization of intangible assets 46 7 — 1,483 2 1,538 Total operating expenses 29,364 8,263 4,845 20,208 5,872 68,552 Income (loss) from operations $ 10,282 $ 4,201 $ 8,087 $ (4,158 ) $ (5,872 ) $ 12,540 (1) Intersegment revenues primarily represent personnel expenses. The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ — $ 15 $ — $ 15 Selling, general and administrative — — 42 84 1,903 2,029 Total stock-based compensation $ — $ — $ 42 $ 99 $ 1,903 $ 2,044 The following table presents the results of our operating segments for the three months ended March 31, 2015: Statements of Operations For the Three Months Ended March 31, 2015 (Unaudited) Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues $ 8,870 $ 3,060 $ 2,914 $ 12,786 $ — $ 27,630 Direct operating (exclusive of depreciation and amortization shown below) 218 106 2 8,858 — 9,184 Selling, general and administrative 167 29 156 4,849 3,126 8,327 Allocation of corporate overhead — — 458 1,340 (1,798 ) — Provision for doubtful accounts — — — — — — Restructuring, transition and acquisitions expenses, net — — — (106 ) 494 388 Goodwill impairment — — — 6,000 — 6,000 Depreciation and amortization of property and equipment 7,138 1,880 18 78 238 9,352 Amortization of intangible assets 12 — — 1,039 2 1,053 Total operating expenses 7,535 2,015 634 22,058 2,062 34,304 Income (loss) from operations $ 1,335 $ 1,045 $ 2,280 $ (9,272 ) $ (2,062 ) $ (6,674 ) The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ 3 $ 2 $ — $ 5 Selling, general and administrative — — 1 76 597 674 Total stock-based compensation $ — $ — $ 4 $ 78 $ 597 $ 679 |
RESTRUCTURING EXPENSES
RESTRUCTURING EXPENSES | 12 Months Ended |
Mar. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING, TRANSITION AND ACQUISITION EXPENSES | RESTRUCTURING, TRANSITION AND ACQUISITIONS EXPENSES In connection with our acquisitions of New Video Group and GVE in the 2013 and 2014 fiscal years, respectively, we completed strategic assessments of our Content & Entertainment business in order to realign resources and shift our focus toward owning and distributing original content. As a result, we recorded the following restructuring, transition and acquisitions expenses, primarily related to the integration of GVE (in fiscal years 2014 and 2015), workforce reduction, severance and employee-related expenses, professional fees, relocation expenses and other internal expenses directly related to the acquisitions. The following table presents a roll forward of restructuring, transition and acquisition expenses and related liability balances: (In thousands) Amount accrued as of March 31, 2012 $ 953 Costs incurred 340 Amounts paid/adjustments (1,293 ) Amount accrued as of March 31, 2013 — Costs incurred 2,011 Amounts paid/adjustments (992 ) Amount accrued as of March 31, 2014 1,019 Costs incurred 2,638 Amounts paid/adjustments (3,657 ) Amount accrued as of March 31, 2015 $ — |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We did not recognize income tax benefit or expense during the fiscal years ended March 31, 2015 and 2014. The components of the benefit from income taxes for the fiscal year ended March 31, 2013 was as follows: (In thousands) For the fiscal year ended March 31, 2013 Federal: Deferred $ 4,731 Total federal 4,731 State: Current (75 ) Deferred 288 Total state 213 Total benefit from income taxes $ 4,944 During the fiscal year ended March 31, 2013, we recorded a net deferred tax liability in connection with the acquisition of New Video, representing the excess of the financial statement basis over the tax basis of the acquired assets and liabilities. Deferred tax liabilities assumed in the connection with the acquisition were offset against our pre-existing deferred tax assets and, therefore, we reduced the valuation allowance and recorded a deferred tax benefit of $5.0 million for the fiscal year ended March 31, 2013. Net deferred taxes consisted of the following: As of March 31, (In thousands) 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 103,312 $ 98,407 Stock based compensation 4,144 4,210 Revenue deferral 46 109 Interest rate derivatives 234 148 Capital loss carryforwards 8,605 3,734 Other 1,955 1,314 Total deferred tax assets before valuation allowance 118,296 107,922 Less: Valuation allowance (88,320 ) (74,323 ) Total deferred tax assets after valuation allowance $ 29,976 $ 33,599 Deferred tax liabilities: Depreciation and amortization $ (27,840 ) $ (30,252 ) Intangibles (2,136 ) (3,347 ) Total deferred tax liabilities (29,976 ) (33,599 ) Net deferred tax $ — $ — We have provided a valuation allowance equal to our net deferred tax assets for the fiscal years ended March 31, 2015 and 2014. We are required to recognize all or a portion of our deferred tax assets if we believe that it is more likely than not that such assets will be realized, given the weight of all available evidence. We assess the realizability of the deferred tax assets at each interim and annual balance sheet date. In assessing the need for a valuation allowance, we considered both positive and negative evidence, including recent financial performance, projections of future taxable income and scheduled reversals of deferred tax liabilities. We increased the valuation allowance by $14.0 million and $5.5 million during the fiscal years ended March 31, 2015 and 2014, respectively. We will continue to assess the realizability of the deferred tax assets at each interim and annual balance sheet date based upon actual and forecasted operating results. At March 31, 2015, we had Federal and state net operating loss carryforwards of approximately $267.0 million available in the United States of America ("US") and approximately $0.4 thousand in Australia to reduce future taxable income. The US federal and state net operating loss carryforwards will begin to expire in 2020. The Australian net operating loss carryforward does not expire. Under the provisions of the Internal Revenue Code, certain substantial changes in our ownership may result in a limitation on the amount of net operating losses that may be utilized in future years. As of March 31, 2015, approximately $6.3 million of our net operating loss from periods prior to November 2003 are subject to an annual Section 382 of the Internal Revenue Code of 1986, as amended ("Section 382") limitation of approximately $1.3 million , and approximately $25.1 million of net operating losses from periods prior to March 2006 are subject to an annual Section 382 limitation of approximately $9.4 million . Net operating losses of approximately $251.0 million , which were generated since March 2006 are currently not subject to an annual limitation under Section 382. Future significant ownership changes could cause a portion or all of these net operating losses to expire before utilization. The differences between the United States statutory federal tax rate and our effective tax rate are as follows: For the fiscal years ended March 31, 2015 2014 2013 Provision at the U.S. statutory federal tax rate 34.0 % 34.0 % 34.0 % State income taxes, net of federal benefit (0.1 )% 4.6 % 3.0 % Change in valuation allowance (44.7 )% (38.7 )% (17.7 )% Non-deductible equity compensation (1.9 )% (4.3 )% (2.4 )% Acquisition costs and adjustments — % 3.9 % (1.4 )% Sale of subsidiary 10.8 % — % 6.8 % Other 1.9 % 0.5 % (1.9 )% Income tax benefit — % — % 20.4 % Since April 1, 2007, we have applied accounting principles that clarify the accounting and disclosure for uncertainty in income taxes. As of March 31, 2015 and 2014, we did not have any uncertainties in income taxes. We file income tax returns in the U.S. federal jurisdiction, various states and Australia. For federal income tax purposes, our fiscal 2012 through 2015 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations. For state tax purposes, our fiscal 2011 through 2015 tax years generally remain open for examination by most of the tax authorities under a four-year statute of limitations. For Australian tax purposes, fiscal tax years ended March 31, 2014 and 2015 are open for examination. |
QUARTERLY FINANCIAL DATA (Notes
QUARTERLY FINANCIAL DATA (Notes) | 12 Months Ended |
Mar. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (Unaudited) | QUARTERLY FINANCIAL DATA (Unaudited) The following tables set forth quarterly supplementary data for each of the years in the two-year period ended March 31, 2015: Fiscal Year Ended March 31, 2015 (In thousands, except share and per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 22,857 $ 23,721 $ 31,276 $ 27,630 Net loss from continuing operations (2) $ (10,812 ) $ (4,592 ) $ (1,933 ) $ (11,639 ) Basic and diluted net loss per share from continuing operations (1) $ (0.14 ) $ (0.06 ) $ (0.03 ) $ (0.14 ) Shares used in computing basic and diluted net loss per share 76,567,128 76,748,753 76,863,408 76,962,142 Fiscal Year Ended March 31, 2014 (In thousands, except share and per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 18,537 $ 19,242 $ 34,885 $ 31,664 Net loss from continuing operations $ (6,383 ) $ (4,419 ) $ (2,693 ) $ (465 ) Basic and diluted net loss per share from continuing operations (1) $ (0.13 ) $ (0.08 ) $ (0.05 ) $ (0.01 ) Shares used in computing basic and diluted net loss per share 48,357,020 52,920,060 61,729,658 65,416,816 (1) Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted earnings per share information may not equal annual basic and diluted earnings per share. (2) In the fourth quarter of the fiscal year ended March 31, 2015, we recorded a goodwill impairment charge of $6.0 million . |
SUPPLEMENTARY FINANCIAL INFORMA
SUPPLEMENTARY FINANCIAL INFORMATION (Notes) | 12 Months Ended |
Mar. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure | SUPPLEMENTARY FINANCIAL INFORMATION The following table provides details of our valuation and qualifying accounts (dollars in thousands): Year ended March 31, 2015 Beginning Balance Additions Deductions Ending Balance Valuation allowance for deferred taxes $ 74,323 $ 13,997 $ — $ 88,320 Allowance for doubtful accounts $ 898 $ — $ (301 ) $ 597 Inventory reserve $ 400 $ 100 $ — $ 500 Price protection, chargeback and return reserves $ 3,096 $ 16,899 $ (16,963 ) $ 3,032 Year ended March 31, 2014 Valuation allowance for deferred taxes $ 68,835 $ 5,488 $ — $ 74,323 Allowance for doubtful accounts $ 681 $ 394 $ (177 ) $ 898 Inventory reserve $ — $ 400 $ — $ 400 Price protection, chargeback and return reserves $ 534 $ 15,959 $ (13,397 ) $ 3,096 Year ended March 31, 2013 Valuation allowance for deferred taxes $ 64,476 $ 4,359 $ — $ 68,835 Allowance for doubtful accounts $ 240 $ 478 $ (37 ) $ 681 Price protection, chargeback and return reserves $ — $ 542 $ (8 ) $ 534 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBESQUENT EVENTS Convertible Notes Offering On April 29, 2015 we issued $64.0 million aggregate principal amount of unsecured senior convertible notes payable (the "Convertible Notes") that bear interest at a rate of 5.5% per year, payable semiannually. The Convertible Notes will mature on April 15, 2035, unless earlier repurchased, redeemed or converted and will be convertible at the option of the holders at any time until the close of business on the business day immediately preceding the maturity date. Upon conversion, we will deliver to holders in respect of each $1,000 principal amount of Convertible Notes being converted a number of shares of our Class A common stock equal to the conversion rate, together with a cash payment in lieu of delivering any fractional share of Class A common stock. The conversion rate applicable to the Convertible Notes on the offering date was 824.5723 shares of Class A common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $1.21 per share of Class A common stock), which is subject to adjustment if certain events occur. Holders of the Convertible Notes may require us to repurchase all or a portion of the Convertible Notes on April 20, 2020, April 20, 2025 and April 20, 2030 and upon the occurrence of certain fundamental changes at a repurchase price in cash equal to 100% of the principal amount of the Convertible Notes to be repurchased plus accrued and unpaid interest, if any. The Convertible Notes will be redeemable by us at our option on or after April 20, 2018 upon the satisfaction of a sale price condition with respect to our Class A common stock and on or after April 20, 2020 without regard to the sale price condition, in each case, at a redemption price in cash equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest, if any. The net proceeds from the Convertible Note offering was $60.9 million , after deducting the initial purchaser's discount and estimated offering expenses payable by us. We used $18.6 million of the net proceeds from the offering to repay borrowings under and terminate one of our term loans under our 2013 Credit Agreement, of which $18.2 million was used to pay the remaining principal balance. Concurrently with the closing of the transaction, we repurchased 2.7 million shares of our Class A common stock from certain purchasers of Convertible Notes in privately negotiated transactions for $2.6 million . In addition, $11.4 million of the net proceeds was used to fund the cost of repurchasing 11.8 million shares of our Class A common stock pursuant to the forward stock purchase agreement described below. The remainder of the net proceeds of approximately $28.2 million is expected to be used for working capital and general corporate purposes. Concurrently with the offering of Convertible Notes, we entered into an amendment to our 2013 Credit Agreement. The amendment extended the term of the revolving loans to March 31, 2018, provided for the release of the equity interests in our subsidiaries that were previously pledged as collateral, changed the interest rate as described below and replaced all financial covenants with a single debt service coverage ratio test commencing at June 30, 2016 as applied to the revolving loans and a $5.0 million minimum liquidity covenant. The revolving loans, as amended, bear interest at Base Rate (as defined in amendment) plus 3% or LIBOR plus 4% , at our election, but in no event may the elected rate be less than 1% . In connection with the offering of the Convertible Notes, we entered into a privately negotiated forward stock purchase transaction with a financial institution, which is one of the lenders under our credit agreement (the "Forward Counterparty"), pursuant to which we paid $11.4 million to purchase 11.8 million shares of our Class A common stock for settlement that may be settled at any time prior to the fifth year anniversary of the issuance date of the notes. The forward stock purchase transaction is intended to facilitate privately negotiated derivative transactions between the Forward Counterparty and holders of the Convertible Notes, including swaps, relating t o our Class A common stock. Sageview Warrants On April 29, 2015, the number of shares underlying the Sageview Warrants and their related exercise price were adjusted for the effect of an anti-dilution adjustment that was triggered by the issuance of the Convertible Notes. As a result, the number of shares underlying the Sageview Warrants was increased to 16,732,824 and the exercise price of the Sageview Warrants was decreased to $1.31 . |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND CONSOLIDATION | BASIS OF PRESENTATION AND CONSOLIDATION Our consolidated financial statements include the accounts of Cinedigm, Cinedigm Entertainment Corp. (“CEC”) f/k/a New Video Group, Inc. ("New Video"), Cinedigm Home Entertainment Corp ("CEH"), CONtv, LLC (“CONtv”), Docurama, LLC, Dove Family Channel, LLC, Vistachiara Productions, Inc. f/k/a The Bigger Picture, currently d/b/a Cinedigm's Content and Entertainment Group ("CEG"), Christie/AIX, Inc. ("C/AIX") d/b/a Cinedigm Digital Cinema (“Phase 1 DC”), Cinedigm Digital Funding I, LLC (“CDF I”), Access Digital Cinema Phase 2 Corp. (“Phase 2 DC”), Access Digital Cinema Phase 2 B/AIX Corp. (“Phase 2 B/AIX”), Cinedigm Digital Cinema Australia Pty Ltd, Cinedigm DC Holdings LLC ("DC Holdings"), Access Digital Media, Inc. (“AccessDM”), and ADM Cinema Corporation (“ADM Cinema”) d/b/a the Pavilion Theatre (certain assets and liabilities of which were sold in May 2011). Cinedigm's Content and Entertainment Group, CEC and CHE are together referred to as CEG. All intercompany transactions and balances have been eliminated in consolidation. Investments in which we do not have a controlling interest or are not the primary beneficiary, but have the ability to exert significant influence, are accounted for under the equity method of accounting. Noncontrolling interests for which we have been determined to be the primary beneficiary are consolidated and recorded net of tax as net income (loss) attributable to noncontrolling interest. See Note 5 - Other Interests to the Consolidated Financial Statements for a discussion of our noncontrolling interests. We have reclassified certain amounts previously reported in our financial statements to conform to the current presentation. Unless noted otherwise, discussions in these notes pertain to our continuing operations. We have incurred net losses historically and have an accumulated deficit of $300.4 million as of March 31, 2015 . We also have significant contractual obligations related to our recourse and non-recourse debt for the fiscal year ending March 31, 2016 and beyond. We may continue to generate net losses for the foreseeable future. Based on our cash position at March 31, 2015 , expected cash flows from operations and the issuance of Convertible Notes in April 2015 (see Note 15 - Subsequent Events ), we believe that we have the ability to meet our obligations through at least June 30, 2016. Failure to generate additional revenues, raise additional capital or manage discretionary spending could have an adverse effect on our financial position, results of operations or liquidity. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of consolidated financial statements in conformity with generally accepted accounting principles ("GAAP") in the United States of America requires us to make estimates and assumptions that affect the assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include the adequacy of accounts receivable reserves, return reserves, inventory reserves, recoupment of advances, minimum guarantees, assessment of goodwill and intangible asset impairment and valuation reserve for income taxes and estimates related to reserves. Actual results could differ from these estimates. |
INVENTORY | INVENTORY Inventory consists of finished goods of Company owned physical DVD and Blu-ray Disc titles and is stated at the lower of cost (determined based on weighted average cost) or market. We identify inventory items to be written down for obsolescence based on their sales status and condition. We write down discontinued or slow moving inventories based on an estimate of the markdown to retail price needed to sell through our current stock level of the inventories. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS We consider all highly liquid investments with an original maturity of three months or less to be “cash equivalents.” We maintain bank accounts with major banks, which, from time to time, may exceed the Federal Deposit Insurance Corporation’s insured limits. We periodically assess the financial condition of the institutions and believe that the risk of any loss is minimal. |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE We maintain reserves for potential credit losses on accounts receivable. We review the composition of accounts receivable and analyze 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. Our Content & Entertainment segment recognizes accounts receivable, net of an estimated allowance for product returns and customer chargebacks, at the time that it recognizes revenue from a sale. We base the amount of the returns allowance and customer chargebacks upon historical experience and future expectations. We record Accounts receivable, long-term in connection with activation fees that we earn from Systems deployments that have extended payment terms. Such accounts receivable are discounted to their present value at prevailing market rates. |
RESTRICTED CASH | RESTRICTED CASH We have debt obligations that require us to maintain specified cash balances, which are restricted to repayment of interest. In connection with our 2013 Term Loans and Prospect Loan (see Note 6 - Notes Payable ), we maintain the following restricted cash balances: As of March 31, (In thousands) 2015 2014 Reserve account related to the 2013 Term Loans (See Note 6 - Notes Payable ) $ 5,751 $ 5,751 Reserve account related to the Prospect Loan (See Note 6 - Notes Payable ) 1,000 1,000 Restricted cash $ 6,751 $ 6,751 |
DEFERRED COSTS | DEFERRED COSTS Deferred costs primarily consist of unamortized debt issuance costs related to the 2013 Term Loans, Prospect Loan and Cinedigm Credit Agreement (see Note 6 - Notes Payable ), which are principally amortized under the effective interest rate method over the terms of the respective debt. |
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 consolidated statements of operations. |
ACCOUNTING FOR DERIVATIVE ACTIVITIES | ACCOUNTING FOR DERIVATIVE ACTIVITIES Derivative financial instruments are recorded at fair value. Changes in the fair value of derivative financial instruments are either recognized in accumulated other comprehensive loss (a component of stockholders' equity/deficit) or in the consolidated statements of operations depending on whether the derivative qualifies for hedge accounting. We entered into three separate interest rate swap agreements (the “Interest Rate Swaps”), which matured in June 2013, to limit our exposure to changes in interest rates related to our 2013 Term Loans. In addition, we entered into two separate interest rate cap transactions during the fiscal year ended March 31, 2013 to limit our exposure to interest rates related to our 2013 Term Loans and Prospect Loan. The interest rate caps on the 2013 Term Loans and Prospect Loan mature in March of 2016 and 2018, respectively. We have not sought hedge accounting treatment for these instruments and therefore, changes in the value of our Interest Rate Swaps and caps were recorded in the Consolidated Statements of Operations. |
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 our 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 our financial assets and liabilities: As of March 31, 2015 (In thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 6,751 $ — $ — $ 6,751 Interest rate derivatives — 208 — 208 $ 6,751 $ 208 $ — $ 6,959 As of March 31, 2014 (In thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 6,751 $ — $ — $ 6,751 Interest rate derivatives — 787 — 787 $ 6,751 $ 787 $ — $ 7,538 Our cash and cash equivalents, accounts receivable, unbilled revenue and accounts payable and accrued expenses are financial instruments that are recorded at cost in the Consolidated Balance Sheets because the estimated fair values of these financial instruments approximate their carrying amounts due to 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 such instruments using current assumptions at the balance sheet date. At March 31, 2015 and 2014 , the estimated fair value of our fixed rate debt was $32.4 million and $74.6 million , respectively, compared to its carrying amounts of $31.6 million and $72.0 million , respectively. At March 31, 2015 and 2014 , the estimated fair value of our variable rate debt was $170.2 million and $172.1 million , respectively, compared to a carrying amount of $171.8 million and $169.4 million . We estimated the fair value of debt based upon current interest rates available to us at the respective balance sheet dates for arrangements with similar terms and conditions. Based on borrowing rates currently available to us 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 We review the recoverability of our 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 our ability to recover the carrying value of our long-lived and finite-lived assets from expected future undiscounted net cash flows. If the total of expected future undiscounted cash flows is less than the total carrying value of the assets, the asset is deemed not to be recoverable and possibly impaired. We then estimate the fair value of the asset to determine whether an impairment loss should be recognized. An impairment loss will be recognized if the asset's fair value is determined to be less than its carrying value. Fair value is determined by computing the expected future discounted cash flows. During the fiscal years ended March 31, 2015 and 2014 , no impairment charge from continuing operations for long-lived assets or finite-lived assets was recorded. |
GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS | GOODWILL Goodwill is the excess of the purchase price paid over the fair value of the net assets of an acquired business. Goodwill is tested for impairment on an annual basis or more often if warranted by events or changes in circumstances indicating that the carrying value may exceed fair value, also known as impairment indicators. Inherent in the fair value determination for each reporting unit are certain judgments and estimates relating to future cash flows, including management’s interpretation of current economic indicators and market conditions, and assumptions about our strategic plans with regard to its operations. To the extent additional information arises, market conditions change or our strategies change, it is possible that the conclusion regarding whether our remaining goodwill is impaired could change and result in future goodwill impairment charges that will have a material effect on our consolidated financial position or results of operations. We apply the applicable accounting guidance when testing goodwill for impairment, which permits us to make a qualitative assessment of whether goodwill is impaired, or opt to bypass the qualitative assessment, and proceed directly to performing the first step of the two-step impairment test. If we perform a qualitative assessment and conclude it is more likely than not that the fair value of a reporting unit exceeds its carrying value, goodwill is not considered impaired and the two-step impairment test is unnecessary. However, if we conclude otherwise, we are required to perform the first step of the two-step impairment test. We have the unconditional option to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. We may resume performing the qualitative assessment in any subsequent period. For reporting units where we decide to perform a qualitative assessment, we assess and make judgments regarding a variety of factors which potentially impact the fair value of a reporting unit, including general economic conditions, industry and market-specific conditions, customer behavior, cost factors, our financial performance and trends, our strategies and business plans, capital requirements, management and personnel issues, and our stock price, among others. We then consider the totality of these and other factors, placing more weight on the events and circumstances that are judged to most affect a reporting unit's fair value or the carrying amount of its net assets, to reach a qualitative conclusion regarding whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. For reporting units where we decide to perform a quantitative testing approach in order to test goodwill, a determination of the fair value of our reporting units is required and is based, among other things, on estimates of future operating performance of the reporting unit and/or the component of the entity being valued. This impairment test includes the projection and discounting of cash flows, analysis of our market factors impacting the businesses we operates and estimating the fair values of tangible and intangible assets and liabilities. Estimating future cash flows and determining their present values are based upon, among other things, certain assumptions about expected future operating performance and appropriate discount rates determined by us. The discounted cash flow methodology establishes fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. The discount rate applied to the projected future cash flows to arrive at the present value is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The discounted cash flow methodology uses projections of financial performance for a five-year period. The most significant assumptions used in the discounted cash flow methodology are the discount rate and expected future revenues and gross margins, which vary among reporting units. The market participant based weighted average cost of capital for each unit gives consideration to factors including, but not limited to, capital structure, historic and projected financial performance, industry risk and size. |
REVENUE RECOGNITION | REVENUE RECOGNITION Phase I Deployment and Phase II Deployment Virtual print fees (“VPFs”) are earned, net of administrative fees, pursuant to contracts with movie studios and distributors, whereby amounts are payable by a studio to Phase 1 DC and to Phase 2 DC when movies distributed by the studio are displayed on screens utilizing our Systems installed in movie theatres. VPFs are earned and payable to Phase 1 DC 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 and Phase 2 DC’s performance obligations have been substantially met at that time. Phase 2 DC’s agreements with distributors require the payment of VPFs, according to a defined fee schedule, for ten years from the date each system is installed; however, Phase 2 DC may no longer collect VPFs once “cost recoupment,” as defined in the agreements, is achieved. Cost recoupment will occur once the cumulative VPFs and other cash receipts collected by Phase 2 DC have equaled the total of all cash outflows, including the purchase price of all Systems, all financing costs, all “overhead and ongoing costs”, as defined, and including service fees, subject to maximum agreed upon amounts during the three-year rollout period and thereafter. Further, if cost recoupment occurs before the end of the eighth contract year, the studios will pay us a one-time “cost recoupment bonus.” 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, we 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 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 earned in connection with up front exhibitor contributions are deferred and recognized over the expected cost recoupment period. Services Exhibitors who purchased and own Systems using their own financing in the Phase II Deployment paid us an upfront activation fee of approximately $2.0 thousand per screen (the “Exhibitor-Buyer Structure”). Upfront activation fees were recognized in the period in which these Systems were delivered and ready for content, as we had no further obligations to the customer after that time and collection was reasonably assured. In addition, we recognize activation fee revenue of between $1.0 thousand and $2.0 thousand on Phase 2 DC Systems and for Systems installed by CDF2 Holdings (See Note 5 - Other Interests ) upon installation and such fees are generally collected upfront upon installation. Our services segment manages and collects VPFs on behalf of exhibitors, for which it earns an administrative fee equal to 10% of the VPFs collected. Our Services segment earns an administrative fee of approximately 5% of VPFs collected and, in addition, earns 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, VOD, and physical goods (e.g. DVD and Blu-ray Discs). Fees earned are typically based on the gross amounts billed to our customers less the amounts owed to the media studios or content producers under distribution agreements, and gross media sales of owned or licensed content. Depending upon the nature of the agreements with the platform and content providers, the fee rate that we earn varies. Generally, revenues are recognized when content is available for subscription on the digital platform, at the time of shipment for physical goods, or point-of-sale for transactional and VOD services. Reserves for sales returns and other allowances are recorded based upon historical experience. If actual future returns and allowances differ from past experience, adjustments to our allowances may be required. Sales returns and allowances are reported as a reduction of revenues. 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 are viewed. CEG has the right to receive or bill a portion of the theatrical distribution fee in advance of the exhibition date, and therefore such amount is recorded as a receivable at the time of execution, and all related distribution revenue is deferred until the third party feature movies’ or alternative content’s theatrical release date. |
DIRECT OPERATING COSTS | DIRECT OPERATING COSTS Direct operating costs consist of operating costs such as cost of goods sold, fulfillment expenses, shipping costs, property taxes and insurance on Systems, royalty expenses, marketing and direct personnel costs. |
PARTICIPATIONS PAYABLE | PARTICIPATIONS AND ROYALTIES PAYABLE We record liabilities within accounts payable and accrued expenses on the Consolidated Balance Sheet, that represent amounts owed to studios or content producers for which we provides content distribution services for royalties owed under licensing arrangements. We identify and record as a reduction to the liability any expenses that are to be reimbursed to us by such studios or content producers. |
ADVERTISING | ADVERTISING Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Employee and director stock-based compensation expense from continuing operations related to our stock-based awards was as follows: For the Fiscal Year Ended March 31, (In thousands) 2015 2014 2013 Direct operating $ 17 $ 22 $ 15 Selling, general and administrative 2,134 2,260 2,029 Total stock-based compensation expense $ 2,151 $ 2,282 $ 2,044 The weighted-average grant-date fair value of options granted during the fiscal years ended March 31, 2015 , 2014 and 2013 was $2.04 , $0.90 and $0.88 , respectively. There were 141,000 and 106,951 stock options exercised during the fiscal years ended March 31, 2015 and 2014, respectively. There were no exercises of stock options during the fiscal year ended March 31, 2013. We 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 Fiscal Year Ended March 31, Assumptions for Option Grants 2015 2014 2013 Range of risk-free interest rates 1.4% - 1.8% 0.7 - 1.6% 0.6 - 0.9% Dividend yield — — — Expected life (years) 5 5 5 Range of expected volatilities 70.4% - 72.1% 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 our stock option plan awards is the historical yield on U.S. Treasury securities with equivalent remaining lives. We do not currently anticipate paying any cash dividends on Class A common stock in the foreseeable future. As a result, an expected dividend yield of zero is used in the Black-Scholes option-pricing model. We estimate the expected life of options granted under our stock option plans using both exercise behavior and post-vesting termination behavior, as well as consideration of outstanding options. We estimate expected volatility for options granted under our stock option plans based on a measure of our Class A common stock's historical volatility in the trading market. |
NET LOSS PER SHARE | NET LOSS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS Basic and diluted net loss per common share has been calculated as follows: Basic and diluted net loss per common share attributable to common shareholders = Net loss attributable to common shareholders Weighted average number of common stock shares outstanding during the period Loss per share from continuing operations is calculated similarly to basic and diluted loss per common share attributable to common shareholders, except that it uses loss from continuing operations in the numerator and takes into account the net loss attributable to noncontrolling interest. Shares issued and any shares that are reacquired during the period are weighted for the portion of the period that they are outstanding. |
COMPREHENSIVE LOSS | As of March 31, 2015 and 2014, our comprehensive loss consisted of net loss and foreign currency translation adjustments |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on revenue recognition. The new standard provides for a single five-step model to be applied to all revenue contracts with customers as well as requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard. The guidance will be effective during our fiscal year ending March 31, 2018. In May of 2015, the FASB issued an exposure draft to extend the effective date of this standard by one year. We are currently evaluating the impact of the adoption of this accounting standard update on our consolidated financial statements. In June 2014, the FASB issued an accounting standards update, which provides additional guidance on how to account for share-based payments where the terms of an award may provide that the performance target could be achieved after an employee completes the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite period is treated as a performance condition. The guidance will be effective during our fiscal year ending March 31, 2017. We are currently evaluating the impact of the adoption of this accounting standard update on our consolidated financial statements. The standards update may be applied (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In August 2014, the FASB amended accounting guidance pertaining to going concern considerations by company management. The amendments in this update state that in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued, when applicable). The guidance will be effective during our fiscal year ending March 31, 2018. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In February 2015, the FASB issued an accounting standards update, which amended accounting guidance on consolidation. The amendments affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The update will be effective during our fiscal year ending March 31, 2017. We are currently evaluating the impact of the adoption of this accounting standard update on our consolidated financial statements. In April 2015, the FASB issued an accounting standards update, which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability. This update will be effective during our fiscal year ending March 31, 2017. We are currently evaluating the impact of this accounting standard update on our consolidated balance sheet. |
NATURE OF OPERATIONS (Tables)
NATURE OF OPERATIONS (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of purchase price allocation | The purchase price has been allocated to the identifiable net assets acquired as of the date of acquisition as follows: (In thousands) Net Assets Acquired Accounts receivable $ 15,524 Inventory 2,224 Advances 7,698 Other assets 152 Content library 17,211 Supplier contracts and relationships 11,691 Goodwill 16,952 Total assets acquired 71,452 Total liabilities assumed (19,952 ) Total net assets acquired $ 51,500 |
Schedule of pro forma consolidated summary operating data | The following consolidated unaudited pro forma summary information for the fiscal years ended March 31, 2014 and 2013 has been prepared by adjusting the historical data as set forth in the accompanying consolidated statements of operations for the fiscal years ended March 31, 2014 and 2013 to give effect to the GVE Acquisition as if it had occurred at April 1, 2012. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the GVE Acquisition, nor does the pro forma reflect additional revenue opportunities following the GVE Acquisition. For the Fiscal Years Ended March 31, (In thousands, except per share amounts) 2014 2013 Revenue $ 124,914 $ 131,884 Loss from continuing operations (13,478 ) $ (9,387 ) Net loss $ (25,382 ) $ (10,248 ) Net loss per share to common shareholders (basic and diluted) $ (0.44 ) $ (0.22 ) |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Cash restricted for repaying interest on the term loans | In connection with our 2013 Term Loans and Prospect Loan (see Note 6 - Notes Payable ), we maintain the following restricted cash balances: As of March 31, (In thousands) 2015 2014 Reserve account related to the 2013 Term Loans (See Note 6 - Notes Payable ) $ 5,751 $ 5,751 Reserve account related to the Prospect Loan (See Note 6 - Notes Payable ) 1,000 1,000 Restricted cash $ 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 PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: As of March 31, (In thousands) 2015 2014 Leasehold improvements $ 821 $ 638 Computer equipment and software 9,590 8,817 Digital cinema projection systems 360,744 360,651 Machinery and equipment 546 449 Furniture and fixtures 380 387 372,081 370,942 Less - accumulated depreciation and amortization (273,520 ) (236,006 ) Total property and equipment, net $ 98,561 $ 134,936 |
Fair Value Measurements of financial assets | The following tables summarize the levels of fair value measurements of our financial assets and liabilities: As of March 31, 2015 (In thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 6,751 $ — $ — $ 6,751 Interest rate derivatives — 208 — 208 $ 6,751 $ 208 $ — $ 6,959 As of March 31, 2014 (In thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 6,751 $ — $ — $ 6,751 Interest rate derivatives — 787 — 787 $ 6,751 $ 787 $ — $ 7,538 |
Assumptions used in Black-Scholes option valuation model for estimating fair value of options | We 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 Fiscal Year Ended March 31, Assumptions for Option Grants 2015 2014 2013 Range of risk-free interest rates 1.4% - 1.8% 0.7 - 1.6% 0.6 - 0.9% Dividend yield — — — Expected life (years) 5 5 5 Range of expected volatilities 70.4% - 72.1% 72.6- 73.7% 74.5 - 76.2% |
Employee stock-based compensation expense related to stock-based awards |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Held for Sale | The assets and liabilities of discontinued operations were comprised of the following: As of (In thousands) March 31, 2014 Current assets of discontinued operations: Accounts receivable, net $ 1,835 Unbilled revenue 534 Prepaid and other current assets 11 Total current assets of discontinued operations 2,380 Current liabilities of discontinued operations: Accounts payable and accrued expenses 668 Deferred revenue 1,434 Total current liabilities of discontinued operations 2,102 Current assets of discontinued operations, net of current liabilities $ 278 Property and equipment, net $ 474 Capitalized software, net 4,862 Unbilled revenue, net of current portion 324 Assets of discontinued operations, net of current portion $ 5,660 |
Schedule of Income/Loss From Discontinued Operations | For the Fiscal Year Ended March 31, (In thousands) 2015 2014 2013 Revenues $ 1,968 $ 4,138 $ 7,046 Costs and Expenses: Direct operating (exclusive of depreciation and amortization shown below) 326 1,997 4,071 Selling, general and administrative 1,435 4,318 3,330 Provision for doubtful accounts — 935 196 Research and development 14 79 144 Impairment of goodwill and capitalized software — 8,470 — Depreciation of property and equipment — 235 139 Amortization of intangible assets — 18 27 Total operating expenses 1,775 16,052 7,907 Income (loss) from operations 193 (11,914 ) (861 ) Interest income — 10 2 Other expense, net (93 ) — (2 ) Income (loss) from discontinued operations $ 100 $ (11,904 ) $ (861 ) |
CONSOLIDATED BALANCE SHEET CO28
CONSOLIDATED BALANCE SHEET COMPONENTS (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Consolidated Balance Sheet Components [Abstract] | |
Schedule of Accounts Receivable | ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following: As of March 31, (In thousands) 2015 2014 Trade receivables $ 60,188 $ 57,761 Allowance for doubtful accounts (597 ) (898 ) Total accounts receivable, net $ 59,591 $ 56,863 |
Schedule of Prepaid and Other Current Assets | PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets consisted of the following: As of March 31, (In thousands) 2015 2014 Non-trade accounts receivable, net $ 4,271 $ 4,572 Advances 12,551 13,201 Due from producers 1,580 1,094 Prepaid insurance 207 105 Other prepaid expenses 1,341 977 Total prepaid and other current assets $ 19,950 $ 19,949 |
Schedule 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 PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: As of March 31, (In thousands) 2015 2014 Leasehold improvements $ 821 $ 638 Computer equipment and software 9,590 8,817 Digital cinema projection systems 360,744 360,651 Machinery and equipment 546 449 Furniture and fixtures 380 387 372,081 370,942 Less - accumulated depreciation and amortization (273,520 ) (236,006 ) Total property and equipment, net $ 98,561 $ 134,936 |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: As of March 31, 2015 (In thousands) Gross Carrying Amount Accumulated Amortization Net Amount Useful Life (years) Trademarks $ 105 $ (92 ) $ 13 3 Customer relationships and contracts 21,968 (4,942 ) 17,026 3-15 Theatre relationships 550 (298 ) 252 10-12 Covenants not to compete 508 (508 ) — 3-5 Content library 19,767 (5,679 ) 14,088 5-6 Favorable lease agreement 1,193 (788 ) 405 4 $ 44,091 $ (12,307 ) $ 31,784 As of March 31, 2014 (In thousands) Gross Carrying Amount Accumulated Amortization Net Amount Useful Life (years) Trademarks $ 111 $ (99 ) $ 12 3 Corporate trade names 134 (134 ) — 2-10 Customer relationships and contracts 21,968 (2,836 ) 19,132 3-15 Theatre relationships 550 (252 ) 298 10-12 Covenants not to compete 508 (496 ) 12 3-5 Content library 19,767 (2,257 ) 17,510 5-6 Favorable lease agreement 1,193 (518 ) 675 4 $ 44,231 $ (6,592 ) $ 37,639 |
Schedule of Expected Amortization Expense | Fiscal years ending March 31, 2016 $ 5,799 2017 $ 5,663 2018 $ 5,528 2019 $ 5,518 2020 $ 2,106 |
Schedule of Accounts Payable and Accrued Liabilities | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: As of March 31, (In thousands) 2015 2014 Accounts payable $ 30,903 $ 36,803 Participations and royalties payable 37,766 37,828 Accrued compensation and benefits 1,212 554 Accrued taxes payable 224 302 Interest payable 208 280 Accrued restructuring and transition expenses — 1,019 Accrued other expenses 6,834 7,069 Total accounts payable and accrued expenses $ 77,147 $ 83,855 |
INVESTMENT IN NON-CONSOLIDATE29
INVESTMENT IN NON-CONSOLIDATED ENTITY (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Changes in Carrying Amount of Investment in Non-Consolidated Entity | CDF2 Holdings at March 31, 2015 and 2014 was $6.7 million and $2.7 million , respectively. We have no obligation to fund the operating loss or the stockholder's deficit beyond our initial investment of $2.0 million , and accordingly, we have recorded our investment in CDF2 Holdings on our Consolidated Balance Sheets at $0 for as of March 31, 2015 and 2014. Noncontrolling Interest in CONtv In June 2014, we and Wizard World, Inc. formed CON TV, LLC (“CONtv”) to fund, design, create, launch, and operate a worldwide digital network that creates original content, and sells and distributes on-demand digital content via the Internet and other consumer digital distribution platforms, such as gaming consoles, set-top boxes, handsets, and tablets. We have determined that we have a controlling financial interest in CONtv. As a result, and in accordance with ASC 810, we have consolidated the financial position and results of operations of CONtv as of and for the fiscal year ended March 31, 2015. During the year ended March 31, 2015, we made total contributions of $0.9 million in CONtv. Wizard World Inc.'s share of stockholders' deficit in CONtv is reflected as noncontrolling interest in our Consolidated Balance Sheets and was $0.2 million as of March 31, 2015. The noncontrolling interest's share of loss from continuing operations and net loss was $0.9 million for the year ended March 31, 2015. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consisted of the following: As of March 31, 2015 As of March 31, 2014 (In thousands) Current Portion Long Term Portion Current Portion Long Term Portion 2013 Term Loans, net of debt discount $ 25,125 $ 36,418 $ 25,688 $ 68,590 Prospect Loan — 67,967 — 68,454 KBC Facilities 7,649 19,361 7,961 27,009 P2 Vendor Note 125 393 105 466 P2 Exhibitor Notes 74 186 71 260 Total non-recourse notes payable $ 32,973 $ 124,325 $ 33,825 $ 164,779 Cinedigm Term Loans $ — $ 17,965 $ 3,750 $ 20,015 Cinedigm Revolving Loans 24,294 — 15,469 — 2013 Notes — 3,785 — 3,510 Total recourse notes payable $ 24,294 $ 21,750 $ 19,219 $ 23,525 Total notes payable $ 57,267 $ 146,075 $ 53,044 $ 188,304 |
Debt Instrument [Line Items] | |
Schedule of Debt Outstanding | The following table presents the activity related to the Cinedigm Term Loans: As of March 31, (In thousands) 2015 2014 Cinedigm Term Loans, at issuance, net $ 25,000 $ 25,000 Payments to date (6,808 ) (875 ) Discount on Cinedigm Term Loans (227 ) (360 ) Cinedigm Term Loans, net 17,965 23,765 Less current portion — (3,750 ) Total long term portion $ 17,965 $ 20,015 |
Schedule of Credit Facilities | Outstanding Principal Balance Facility 1 Credit Facility Interest Rate 2 Maturity Date As of March 31, 2015 As of March 31, 2014 1 $ 2,890 3.75 % December 2017 $ — $ 315 2 22,336 3.75 % September 2018 10,371 13,561 3 13,312 3.75 % September 2018 6,656 8,558 4 11,425 3.75 % March 2019 6,528 8,160 5 6,450 3.75 % December 2018 3,455 4,376 $ 56,413 $ 27,010 $ 34,970 1. For each facility, principal is to be repaid in twenty-eight quarterly installments. 2. Each of the facilities bears interest at the three-month LIBOR rate, which was 0.27% at March 31, 2015 , plus the interest rate noted above. |
Schedule of Aggregate Principal Repayments of the Company's Notes Payable | The aggregate principal repayments on our notes payable, excluding debt discounts and PIK interest, are scheduled to be as follows (dollars in thousands): Fiscal years ending March 31, 2016 $ 75,459 2017 29,047 2018 24,100 2019 8,411 2020 — Thereafter 79,127 $ 216,144 |
2013 Term Loans | |
Debt Instrument [Line Items] | |
Schedule of Debt Outstanding | The balance of the 2013 Term Loans, net of the original issue discount, at March 31, 2015 was as follows: As of March 31, (In thousands) 2015 2014 2013 Term Loans, at issuance, net $ 125,087 $ 125,087 Payments to date (63,348 ) (30,543 ) Discount on 2013 Term Loans (196 ) (266 ) 2013 Term Loans, net 61,543 94,278 Less current portion (25,125 ) (25,688 ) Total long term portion $ 36,418 $ 68,590 |
2013 Prospect Term Loan Agreement | |
Debt Instrument [Line Items] | |
Schedule of Debt Outstanding | As of March 31, (In thousands) 2015 2014 Prospect Loan, at issuance $ 70,000 $ 70,000 PIK Interest 3,640 1,906 Payments to date (5,673 ) (3,452 ) Prospect Loan, net $ 67,967 $ 68,454 Less current portion — — Total long term portion $ 67,967 $ 68,454 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
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 4,113,000 $ 2.14 Granted 2,915,000 1.51 Exercised (106,951 ) 1.41 Canceled (848,063 ) 2.74 Balance at March 31, 2014 6,072,986 1.74 Granted 861,625 1.51 Exercised (141,000 ) 1.41 Canceled (884,941 ) 2.74 Balance at March 31, 2015 5,908,670 1.74 |
Schedule of Options Outstanding Under the Plan | An analysis of all options outstanding under the Plan as of March 31, 2015 is as follows: Range of Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) $0.00 - $1.37 615,000 4.5 $ 1.37 $ 151,875 $1.38 - $1.50 2,639,795 7.7 1.43 225,617 $1.51 - $1.60 1,319,250 8.3 1.53 36,312 $1.61 - $2.50 705,625 8.7 1.79 — $2.51 - $5.00 540,000 8.0 2.84 — $5.01 - $20.00 89,000 1.4 8.44 — 5,908,670 $ 413,804 An analysis of all options exercisable under the Plan as of March 31, 2015 is presented below: Options Exercisable Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) 2,668,445 6.46 $ 1.80 $ 413,804 |
Schedule of Restricted Stock Awards |
COMMITMENTS AND CONTINGENCIES C
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Obligations Under Non-cancelable Operating Leases | As of March 31, 2015, obligations under non-cancelable operating leases are due as follows (dollars in thousands): Fiscal years ending March 31, 2016 $ 1,663 2017 1,227 2018 1,230 2019 1,279 2020 1,330 Thereafter 592 $ 7,321 |
SUPPLEMENTAL CASH FLOW DISCLO33
SUPPLEMENTAL CASH FLOW DISCLOSURE (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flows | For the Fiscal Year Ended March 31, (In thousands) 2015 2014 2013 Cash interest paid $ 24,069 $ 17,309 $ 18,368 Assets acquired under capital leases $ — $ 1,886 $ — Accretion of preferred stock discount $ — $ 93 $ 109 Accrued dividends on preferred stock $ 89 $ 356 $ 356 Issuance of Class A Common Stock in connection with New Video Acquisition $ — $ — $ 3,432 Issuance of Class A Common Stock in connection with GVE Acquisition $ — $ 1,000 $ — Issuance of Class A Common Stock and warrants for professional services of third parties $ — $ 129 $ — Issuance of Class A Common Stock for payment of preferred stock dividends $ 267 $ 267 $ — Non-cash payment of deferred consideration in connection with GVE Acquisition $ — $ 2,000 $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting, Assets and Debt | The following tables present certain financial information related to our reportable segments: As of March 31, 2015 (In thousands) Intangible Assets, net Goodwill Total Assets Notes Payable, Non-Recourse Notes Payable Capital Leases Phase I Deployment $ 252 $ — $ 80,381 $ 129,508 $ — $ — Phase II Deployment — — 61,502 27,790 — — Services 1,084 Content & Entertainment 31,520 26,701 122,610 — — 84 Corporate 12 — 14,128 — 46,044 5,411 Total $ 31,784 $ 26,701 $ 279,705 $ 157,298 $ 46,044 $ 5,495 As of March 31, 2014 (In thousands) Intangible Assets, net Goodwill Total Assets Notes Payable, Non-Recourse Notes Payable Capital Leases Phase I Deployment $ 298 $ — $ 109,538 $ 162,732 $ — $ — Phase II Deployment — — 66,957 35,872 — — Services — — 3,848 — — — Content & Entertainment 37,333 25,494 135,477 — — 81 Corporate 8 — 35,491 — 42,744 6,005 Net assets of discontinued operations — — 5,938 — — — Total $ 37,639 $ 25,494 $ 357,249 $ 198,604 $ 42,744 $ 6,086 |
Schedule of Segment Reporting, Statement of Operations | Statements of Operations For the Fiscal Year Ended March 31, 2015 Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues $ 36,161 $ 12,347 $ 11,876 $ 45,100 $ — $ 105,484 Direct operating (exclusive of depreciation and amortization shown below) 970 485 58 28,596 — 30,109 Selling, general and administrative 464 130 744 18,736 12,328 32,402 Allocation of corporate overhead — — 1,853 5,409 (7,262 ) — (Benefit) provision for doubtful accounts (204 ) (23 ) 21 — — (206 ) Restructuring, transition and acquisitions expenses, net 61 — — 1,662 915 2,638 Goodwill impairment — — — 6,000 — 6,000 Depreciation and amortization of property and equipment 28,550 7,523 177 219 1,050 37,519 Amortization of intangible assets 46 — — 5,813 5 5,864 Total operating expenses 29,887 8,115 2,853 66,435 7,036 114,326 Income (loss) from operations $ 6,274 $ 4,232 $ 9,023 $ (21,335 ) $ (7,036 ) $ (8,842 ) Statements of Operations For the Fiscal Year Ended March 31, 2013 Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues from external customers $ 39,646 $ 12,464 $ 12,932 $ 16,050 $ — $ 81,092 Intersegment revenues (1) — — 24 32 — 56 Total segment revenues 39,646 12,464 12,956 16,082 — 81,148 Less: Intersegment revenues — — (24 ) (32 ) — (56 ) Total consolidated revenues $ 39,646 $ 12,464 $ 12,932 $ 16,050 $ — $ 81,092 Direct operating (exclusive of depreciation and amortization shown below) 459 687 821 6,548 — 8,515 Selling, general and administrative 92 139 797 8,308 11,469 20,805 Allocation of corporate overhead — — 3,188 3,392 (6,580 ) — Provision for doubtful accounts 218 59 30 65 106 478 Restructuring, transition and acquisitions expenses, net — — — 340 517 857 Depreciation and amortization of property and equipment 28,549 7,371 9 72 358 36,359 Amortization of intangible assets 46 7 — 1,483 2 1,538 Total operating expenses 29,364 8,263 4,845 20,208 5,872 68,552 Income (loss) from operations $ 10,282 $ 4,201 $ 8,087 $ (4,158 ) $ (5,872 ) $ 12,540 (1) Intersegment revenues primarily represent personnel expenses. Statements of Operations For the Fiscal Year Ended March 31, 2014 Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues from external customers $ 36,309 $ 12,146 $ 12,558 $ 43,315 $ — $ 104,328 Intersegment revenues (1) — — 16 48 — 64 Total segment revenues 36,309 12,146 12,574 43,363 — 104,392 Less: Intersegment revenues — — (16 ) (48 ) — (64 ) Total consolidated revenues $ 36,309 $ 12,146 $ 12,558 $ 43,315 $ — $ 104,328 Direct operating (exclusive of depreciation and amortization shown below) 766 610 380 27,164 — 28,920 Selling, general and administrative 328 279 765 14,448 10,513 26,333 Allocation of corporate overhead — — 2,186 4,204 (6,390 ) — Provision for doubtful accounts 197 59 35 103 — 394 Restructuring, transition and acquisitions expenses, net — — — 2,038 (505 ) 1,533 Depreciation and amortization of property and equipment 28,549 7,523 214 210 793 37,289 Amortization of intangible assets 46 6 — 3,420 1 3,473 Total operating expenses 29,886 8,477 3,580 51,587 4,412 97,942 Income (loss) from operations $ 6,423 $ 3,669 $ 8,978 $ (8,272 ) $ (4,412 ) $ 6,386 (1) Intersegment revenues primarily represent personnel expenses. The following table presents the results of our operating segments for the three months ended March 31, 2015: Statements of Operations For the Three Months Ended March 31, 2015 (Unaudited) Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues $ 8,870 $ 3,060 $ 2,914 $ 12,786 $ — $ 27,630 Direct operating (exclusive of depreciation and amortization shown below) 218 106 2 8,858 — 9,184 Selling, general and administrative 167 29 156 4,849 3,126 8,327 Allocation of corporate overhead — — 458 1,340 (1,798 ) — Provision for doubtful accounts — — — — — — Restructuring, transition and acquisitions expenses, net — — — (106 ) 494 388 Goodwill impairment — — — 6,000 — 6,000 Depreciation and amortization of property and equipment 7,138 1,880 18 78 238 9,352 Amortization of intangible assets 12 — — 1,039 2 1,053 Total operating expenses 7,535 2,015 634 22,058 2,062 34,304 Income (loss) from operations $ 1,335 $ 1,045 $ 2,280 $ (9,272 ) $ (2,062 ) $ (6,674 ) |
Schedule of Segement Reporting, Employee Stock-based Compensation Expense | The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ — $ 15 $ — $ 15 Selling, general and administrative — — 42 84 1,903 2,029 Total stock-based compensation $ — $ — $ 42 $ 99 $ 1,903 $ 2,044 The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ 3 $ 2 $ — $ 5 Selling, general and administrative — — 1 76 597 674 Total stock-based compensation $ — $ — $ 4 $ 78 $ 597 $ 679 The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ 13 $ 9 $ — $ 22 Selling, general and administrative — — 13 187 2,060 2,260 Total stock-based compensation $ — $ — $ 26 $ 196 $ 2,060 $ 2,282 The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ 7 $ 10 $ — $ 17 Selling, general and administrative — — 11 291 1,832 2,134 Total stock-based compensation $ — $ — $ 18 $ 301 $ 1,832 $ 2,151 |
RESTRUCTURING EXPENSES (Tables)
RESTRUCTURING EXPENSES (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Activities | The following table presents a roll forward of restructuring, transition and acquisition expenses and related liability balances: (In thousands) Amount accrued as of March 31, 2012 $ 953 Costs incurred 340 Amounts paid/adjustments (1,293 ) Amount accrued as of March 31, 2013 — Costs incurred 2,011 Amounts paid/adjustments (992 ) Amount accrued as of March 31, 2014 1,019 Costs incurred 2,638 Amounts paid/adjustments (3,657 ) Amount accrued as of March 31, 2015 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the benefit from income taxes for the fiscal year ended March 31, 2013 was as follows: (In thousands) For the fiscal year ended March 31, 2013 Federal: Deferred $ 4,731 Total federal 4,731 State: Current (75 ) Deferred 288 Total state 213 Total benefit from income taxes $ 4,944 |
Schedule of Deferred Tax Assets and Liabilities | Net deferred taxes consisted of the following: As of March 31, (In thousands) 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 103,312 $ 98,407 Stock based compensation 4,144 4,210 Revenue deferral 46 109 Interest rate derivatives 234 148 Capital loss carryforwards 8,605 3,734 Other 1,955 1,314 Total deferred tax assets before valuation allowance 118,296 107,922 Less: Valuation allowance (88,320 ) (74,323 ) Total deferred tax assets after valuation allowance $ 29,976 $ 33,599 Deferred tax liabilities: Depreciation and amortization $ (27,840 ) $ (30,252 ) Intangibles (2,136 ) (3,347 ) Total deferred tax liabilities (29,976 ) (33,599 ) Net deferred tax $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The differences between the United States statutory federal tax rate and our effective tax rate are as follows: For the fiscal years ended March 31, 2015 2014 2013 Provision at the U.S. statutory federal tax rate 34.0 % 34.0 % 34.0 % State income taxes, net of federal benefit (0.1 )% 4.6 % 3.0 % Change in valuation allowance (44.7 )% (38.7 )% (17.7 )% Non-deductible equity compensation (1.9 )% (4.3 )% (2.4 )% Acquisition costs and adjustments — % 3.9 % (1.4 )% Sale of subsidiary 10.8 % — % 6.8 % Other 1.9 % 0.5 % (1.9 )% Income tax benefit — % — % 20.4 % |
QUARTERLY FINANCIAL DATA (Table
QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | The following tables set forth quarterly supplementary data for each of the years in the two-year period ended March 31, 2015: Fiscal Year Ended March 31, 2015 (In thousands, except share and per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 22,857 $ 23,721 $ 31,276 $ 27,630 Net loss from continuing operations (2) $ (10,812 ) $ (4,592 ) $ (1,933 ) $ (11,639 ) Basic and diluted net loss per share from continuing operations (1) $ (0.14 ) $ (0.06 ) $ (0.03 ) $ (0.14 ) Shares used in computing basic and diluted net loss per share 76,567,128 76,748,753 76,863,408 76,962,142 Fiscal Year Ended March 31, 2014 (In thousands, except share and per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 18,537 $ 19,242 $ 34,885 $ 31,664 Net loss from continuing operations $ (6,383 ) $ (4,419 ) $ (2,693 ) $ (465 ) Basic and diluted net loss per share from continuing operations (1) $ (0.13 ) $ (0.08 ) $ (0.05 ) $ (0.01 ) Shares used in computing basic and diluted net loss per share 48,357,020 52,920,060 61,729,658 65,416,816 (1) Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted earnings per share information may not equal annual basic and diluted earnings per share. (2) In the fourth quarter of the fiscal year ended March 31, 2015, we recorded a goodwill impairment charge of $6.0 million . |
SUPPLEMENTARY FINANCIAL INFOR38
SUPPLEMENTARY FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure | The following table provides details of our valuation and qualifying accounts (dollars in thousands): Year ended March 31, 2015 Beginning Balance Additions Deductions Ending Balance Valuation allowance for deferred taxes $ 74,323 $ 13,997 $ — $ 88,320 Allowance for doubtful accounts $ 898 $ — $ (301 ) $ 597 Inventory reserve $ 400 $ 100 $ — $ 500 Price protection, chargeback and return reserves $ 3,096 $ 16,899 $ (16,963 ) $ 3,032 Year ended March 31, 2014 Valuation allowance for deferred taxes $ 68,835 $ 5,488 $ — $ 74,323 Allowance for doubtful accounts $ 681 $ 394 $ (177 ) $ 898 Inventory reserve $ — $ 400 $ — $ 400 Price protection, chargeback and return reserves $ 534 $ 15,959 $ (13,397 ) $ 3,096 Year ended March 31, 2013 Valuation allowance for deferred taxes $ 64,476 $ 4,359 $ — $ 68,835 Allowance for doubtful accounts $ 240 $ 478 $ (37 ) $ 681 Price protection, chargeback and return reserves $ — $ 542 $ (8 ) $ 534 |
NATURE OF OPERATIONS - NARRATIV
NATURE OF OPERATIONS - NARRATIVE (Details) titles in Thousands, theatre in Thousands, shares in Millions | Oct. 21, 2013USD ($) | Apr. 30, 2015USD ($)shares | Mar. 31, 2015USD ($)titlestheatre | Mar. 31, 2014USD ($) | Apr. 29, 2015USD ($) | Feb. 28, 2013USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Number of Titles and Episodes | titles | 50 | |||||
Number Of Movie Theatres | theatre | 12 | |||||
Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 47,500,000 | $ 1,000,000 | ||||
Content library | Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible asset useful life | 6 years | |||||
Supplier contracts and relationships | Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible asset useful life | 8 years | |||||
Digital Cinema Business | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Long-term Debt | $ 157,500,000 | |||||
Content and Entertainment and Corporate Segments | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Long-term Debt | 47,500,000 | |||||
2013 Term Loans | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Long-term Debt | 61,543,000 | 94,278,000 | ||||
Debt Instrument, Face Amount | $ 125,087,000 | $ 125,087,000 | $ 130,000,000 | |||
Subsequent Event | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Proceeds from issuance of debt, allocated to working capital and general corporate purposes | $ 28,200,000 | |||||
Subsequent Event | Convertible Notes | Senior Notes | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Debt Instrument, Face Amount | $ 64,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | 5.50% | ||||
Subsequent Event | 2013 Term Loans | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Repayments of debt | $ 18,600,000 | |||||
Extinguishment of Debt, Amount | $ 18,200,000 | |||||
Subsequent Event | Long-term Debt | Class A common stock | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Stock Repurchased During Period, Shares | shares | 2.7 | |||||
Stock repurchased during period | $ 2,600,000 | |||||
Subsequent Event | Forward Contracts [Member] | Class A common stock | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Stock Repurchased During Period, Shares | shares | 11.8 | |||||
Stock repurchased during period | $ 11,400,000 |
NATURE OF OPERATIONS - BUSINESS
NATURE OF OPERATIONS - BUSINESS ACQUISITION (Details) - USD ($) $ in Thousands | Oct. 21, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Business Acquisition [Line Items] | |||||
Prepaid and other current assets | $ 19,950 | $ 19,949 | |||
Accounts payable and accrued expenses | 77,147 | 83,855 | |||
Goodwill | 26,701 | 25,494 | |||
Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | $ 51,500 | ||||
Payments to Acquire Businesses, Gross | $ 47,500 | 1,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 666,978 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 1,000 | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | 3,000 | ||||
Unrecoverable Advances Written off | $ 2,500 | ||||
Accounts Payable and Accrued Liabilities | $ 4,800 | ||||
Goodwill | 16,952 | $ 24,200 | |||
Content library | Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 17,211 | ||||
Intangible asset useful life | 6 years | ||||
Scenario, Plan [Member] | |||||
Business Acquisition [Line Items] | |||||
Prepaid and other current assets | 6,200 | ||||
Accounts payable and accrued expenses | 77,400 | ||||
Goodwill | $ 32,700 |
NATURE OF OPERATIONS - PURCHASE
NATURE OF OPERATIONS - PURCHASE PRICE ALLOCATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Oct. 21, 2013 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 26,701 | $ 25,494 | |
Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | |||
Business Acquisition [Line Items] | |||
Inventory | $ 2,224 | ||
Advances | 7,698 | ||
Accounts receivable | 15,524 | ||
Other assets | 152 | ||
Goodwill | $ 24,200 | 16,952 | |
Total assets acquired | 71,452 | ||
Total liabilities assumed | (19,952) | ||
Total net assets acquired | 51,500 | ||
Content library | Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets subject to amortization | 17,211 | ||
Intangible asset useful life | 6 years | ||
Supplier contracts and relationships | Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets subject to amortization | $ 11,691 | ||
Intangible asset useful life | 8 years |
NATURE OF OPERATIONS - PRO FORM
NATURE OF OPERATIONS - PRO FORMA INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Business Acquisition [Line Items] | |||||||||||
Loss on sale of discontinued operations | $ (3,293) | $ 0 | $ 0 | ||||||||
Net loss per share (basic and diluted) (in dollars per share) | $ (0.14) | $ (0.03) | $ (0.06) | $ (0.14) | $ (0.01) | $ (0.05) | $ (0.08) | $ (0.13) | $ (0.37) | $ (0.25) | $ (0.43) |
Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenue | $ 124,914 | $ 131,884 | |||||||||
Loss from continuing operations | (13,478) | (9,387) | |||||||||
Net loss | $ (25,382) | $ (10,248) | |||||||||
Net loss per share (basic and diluted) (in dollars per share) | $ (0.44) | $ (0.22) |
SUMMARY OF SIGNIFICANT ACCOUN43
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - RESTRICTED CASH (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 |
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 Term Loan Agreement | ||
Restricted Cash and Investments [Abstract] | ||
Reserve account related to the Term Loans | $ 1,000 | $ 1,000 |
SUMMARY OF SIGNIFICANT ACCOUN44
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - PROPERTY AND EQUIPMENT (Details) | 12 Months Ended |
Mar. 31, 2015 | |
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 ACCOUN45
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 |
Levels of fair value measurements of financial assets: | ||
Restricted cash | $ 6,751 | $ 6,751 |
Fair Value, Measurements, Recurring [Member] | ||
Levels of fair value measurements of financial assets: | ||
Restricted cash | 6,751 | |
Interest rate derivatives | 208 | |
Interest rate derivatives | (6,751) | |
Contingent consideration | (787) | |
Financial assets | 6,959 | 7,538 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 | ||
Levels of fair value measurements of financial assets: | ||
Restricted cash | 6,751 | |
Interest rate derivatives | 0 | |
Interest rate derivatives | (6,751) | |
Contingent consideration | 0 | |
Financial assets | 6,751 | 6,751 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | ||
Levels of fair value measurements of financial assets: | ||
Restricted cash | 0 | |
Interest rate derivatives | 208 | |
Interest rate derivatives | 0 | |
Contingent consideration | (787) | |
Financial assets | 208 | 787 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 | ||
Levels of fair value measurements of financial assets: | ||
Restricted cash | 0 | |
Interest rate derivatives | 0 | |
Interest rate derivatives | 0 | |
Contingent consideration | 0 | |
Financial assets | 0 | 0 |
Estimate of Fair Value Measurement [Member] | ||
Levels of fair value measurements of financial assets: | ||
Long-term Debt, Fair Value | 32,363 | 74,618 |
Long-term Debt, Percentage Bearing Variable Interest, Amount, Fair Value Disclosure | 170,174 | 172,102 |
Reported Value Measurement [Member] | ||
Levels of fair value measurements of financial assets: | ||
Long-term Debt, Fair Value | 31,573 | 71,964 |
Long-term Debt, Percentage Bearing Variable Interest, Amount, Fair Value Disclosure | $ 171,769 | $ 169,384 |
SUMMARY OF SIGNIFICANT ACCOUN46
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - GOODWILL ALLOCATED TO THE COMPANY (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | $ 25,494 | |||
Goodwill, Impairment Loss | $ (6,000) | (6,000) | $ 0 | $ 0 |
Goodwill, ending balance | 26,701 | 26,701 | 25,494 | |
Goodwill, Gross | 32,701 | 32,701 | ||
Goodwill, Impaired, Accumulated Impairment Loss | (6,000) | $ (6,000) | ||
Fair Value Inputs, Federal and State Tax Rate | 40.00% | |||
Services | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Impairment Loss | 0 | $ 0 | ||
Content & Entertainment | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 25,494 | 8,542 | ||
Goodwill, Acquired During Period | 7,207 | 16,952 | ||
Goodwill, Impairment Loss | (6,000) | (6,000) | ||
Goodwill, ending balance | 26,701 | $ 26,701 | $ 25,494 | $ 8,542 |
Fair Value Inputs, Discount Rate | 17.00% | |||
Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, ending balance | $ 24,200 | $ 24,200 |
SUMMARY OF SIGNIFICANT ACCOUN47
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - FAIR VALUE ASSUMPTIONS USED FOR STOCK OPTIONS (Details) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Assumptions for Option Grants: | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (years) | 5 years | 5 years | 5 years |
Range of expected volatilities | 70.40% | 72.60% | 74.50% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 72.10% | 73.70% | 76.20% |
Minimum [Member] | |||
Assumptions for Option Grants: | |||
Range of risk free rates | 1.40% | 0.70% | 0.60% |
Maximum [Member] | |||
Assumptions for Option Grants: | |||
Range of risk free rates | 1.80% | 1.60% | 0.90% |
SUMMARY OF SIGNIFICANT ACCOUN48
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - EMPLOYEE STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 28,696,045 | 28,601,920 | 23,594,108 | |
Total stock-based compensation | $ 679 | $ 2,151 | $ 2,282 | $ 2,044 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.04 | $ 0.90 | $ 0.88 | |
Cashless exercise of stock options | 141,000 | 106,951 | ||
Direct operating | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 5 | $ 17 | $ 22 | $ 15 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 674 | $ 2,134 | $ 2,260 | $ 2,029 |
SUMMARY OF SIGNIFICANT ACCOUN49
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NARRATIVE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Deferred Revenue Arrangement [Line Items] | ||||
Participations and royalties payable | $ 37,766 | $ 37,766 | $ 37,828 | |
Accumulated deficit | (300,350) | $ (300,350) | (268,686) | |
Deferred revenue for period exhibitor contributions | 10 years | |||
Fair Value Inputs, Federal and State Tax Rate | 40.00% | |||
Activation Fee Revenue, Per Screen | $ 2 | |||
Goodwill | 26,701 | 26,701 | $ 25,494 | |
Activation fee revenue, lower range | 1 | 1 | ||
Activation fee revenue, upper range | 2 | $ 2 | ||
Cashless exercise of stock options | 141,000 | 106,951 | ||
Advertising costs | $ 115 | $ 101 | $ 111 | |
Total stock-based compensation | $ 679 | $ 2,151 | $ 2,282 | $ 2,044 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.04 | $ 0.90 | $ 0.88 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 28,696,045 | 28,601,920 | 23,594,108 | |
Up-front Payment Arrangement [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Administrative Fee VPFs | 10.00% | 10.00% | ||
Services | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Administrative Fee VPFs | 5.00% | 5.00% | ||
Incentive Fees, Percentage of VPF Phase I | 2.50% | 2.50% | ||
Total stock-based compensation | $ 4 | $ 18 | $ 26 | $ 42 |
Content & Entertainment | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Goodwill | 26,701 | $ 26,701 | 25,494 | 8,542 |
Discount rate | 17.00% | |||
Total stock-based compensation | $ 78 | $ 301 | $ 196 | $ 99 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net proceeds from disposal of business | $ 2,950 | $ 0 | $ 0 |
Loss on sale of discontinued operations | $ (3,293) | $ 0 | $ 0 |
DISCONTINUED OPERATIONS (Deta51
DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accounts receivable, net | $ 1,835 | |
Unbilled revenue | 534 | |
Prepaid and other current assets | 11 | |
Disposal Group, Including Discontinued Operation, Assets, Current, Gross | 2,380 | |
Total current assets of discontinued operations | $ 0 | 278 |
Accounts payable and accrued expenses | 668 | |
Deferred revenue | 1,434 | |
Total current liabilities of discontinued operations | 2,102 | |
Property and equipment, net | 474 | |
Capitalized software, net | 4,862 | |
Unbilled revenue, net of current portion | 324 | |
Assets of discontinued operations, net of current portion | $ 5,660 |
DISCONTINUED OPERATIONS (Deta52
DISCONTINUED OPERATIONS (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Loss from discontinued operations: | |||
Revenues | $ 1,968 | $ 4,138 | $ 7,046 |
Costs and Expenses: | |||
Direct operating (exclusive of depreciation and amortization shown below) | 326 | 1,997 | 4,071 |
Selling, general and administrative | 1,435 | 4,318 | 3,330 |
Provision for doubtful accounts | 0 | 935 | 196 |
Research and development | 14 | 79 | 144 |
Impairment of goodwill and capitalized software | 0 | 8,470 | 0 |
Depreciation of property and equipment | 0 | 235 | 139 |
Amortization of intangible assets | 0 | 18 | 27 |
Total operating expenses | 1,775 | 16,052 | 7,907 |
Income (loss) from operations | 193 | (11,914) | (861) |
Interest income | 0 | 10 | 2 |
Other expense, net | (93) | 0 | (2) |
Income (loss) from discontinued operations | $ 100 | $ (11,904) | $ (861) |
CONSOLIDATED BALANCE SHEET CO53
CONSOLIDATED BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Consolidated Balance Sheet Components [Abstract] | ||||
Depreciation | $ 9,352 | $ 37,519 | $ 37,289 | $ 36,359 |
Capital Leases, Income Statement, Amortization Expense | 786 | 583 | 239 | |
Amortization of intangible assets | $ 1,053 | $ 5,864 | $ 3,473 | $ 1,538 |
CONSOLIDATED BALANCE SHEET CO54
CONSOLIDATED BALANCE SHEET COMPONENTS - ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 |
Consolidated Balance Sheet Components [Abstract] | ||
Trade receivables | $ 60,188 | $ 57,761 |
Allowance for doubtful accounts | (597) | (898) |
Total accounts receivable, net | $ 59,591 | $ 56,863 |
CONSOLIDATED BALANCE SHEET CO55
CONSOLIDATED BALANCE SHEET COMPONENTS - PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 |
Consolidated Balance Sheet Components [Abstract] | ||
Non-trade accounts receivable, net | $ 4,271 | $ 4,572 |
Advances | 12,551 | 13,201 |
Due from producers | 1,580 | 1,094 |
Prepaid insurance | 207 | 105 |
Other prepaid expenses | 1,341 | 977 |
Total prepaid and other current assets | $ 19,950 | $ 19,949 |
CONSOLIDATED BALANCE SHEET CO56
CONSOLIDATED BALANCE SHEET COMPONENTS - PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 372,081 | $ 370,942 |
Less: accumulated depreciation and amortization | (273,520) | (236,006) |
Total property and equipment, net | 98,561 | 134,936 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 821 | 638 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,590 | 8,817 |
Digital Cinema Projection Systems [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 360,744 | 360,651 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 546 | 449 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 380 | $ 387 |
CONSOLIDATED BALANCE SHEET CO57
CONSOLIDATED BALANCE SHEET COMPONENTS - INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 44,091 | $ 44,231 |
Intangible assets, accumulated amortization | (12,307) | (6,592) |
Intangible assets, net | 31,784 | 37,639 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 105 | 111 |
Intangible assets, accumulated amortization | (92) | (99) |
Intangible assets, net | $ 13 | $ 12 |
Intangible assets useful life | 3 years | 3 years |
Corporate trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 134 | |
Intangible assets, accumulated amortization | (134) | |
Intangible assets, net | $ 0 | |
Corporate trade names [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 2 years | |
Corporate trade names [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 10 years | |
Customer relationships and contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 21,968 | $ 21,968 |
Intangible assets, accumulated amortization | (4,942) | (2,836) |
Intangible assets, net | $ 17,026 | $ 19,132 |
Customer relationships and contracts [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 3 years | 3 years |
Customer relationships and contracts [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 15 years | 15 years |
Theatre relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 550 | $ 550 |
Intangible assets, accumulated amortization | (298) | (252) |
Intangible assets, net | $ 252 | $ 298 |
Theatre relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 10 years | 10 years |
Theatre relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 12 years | 12 years |
Covenants not to compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 508 | $ 508 |
Intangible assets, accumulated amortization | (508) | (496) |
Intangible assets, net | $ 0 | $ 12 |
Covenants not to compete [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 3 years | 3 years |
Covenants not to compete [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 5 years | 5 years |
Content library [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 19,767 | $ 19,767 |
Intangible assets, accumulated amortization | (5,679) | (2,257) |
Intangible assets, net | $ 14,088 | $ 17,510 |
Content library [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 5 years | 5 years |
Content library [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 6 years | 6 years |
Favorable lease agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,193 | $ 1,193 |
Intangible assets, accumulated amortization | (788) | (518) |
Intangible assets, net | $ 405 | $ 675 |
Intangible assets useful life | 4 years | 4 years |
CONSOLIDATED BALANCE SHEET CO58
CONSOLIDATED BALANCE SHEET COMPONENTS - ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) $ in Thousands | Mar. 31, 2015USD ($) |
Consolidated Balance Sheet Components [Abstract] | |
2,016 | $ 5,799 |
2,017 | 5,663 |
2,018 | 5,528 |
2,019 | 5,518 |
2,020 | $ 2,106 |
CONSOLIDATED BALANCE SHEET CO59
CONSOLIDATED BALANCE SHEET COMPONENTS - ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 |
Consolidated Balance Sheet Components [Abstract] | ||
Accounts payable | $ 30,903 | $ 36,803 |
Participations and royalties payable | 37,766 | 37,828 |
Accrued compensation and benefits | 1,212 | 554 |
Accrued taxes payable | 224 | 302 |
Interest payable | 208 | 280 |
Accrued restructuring and transition expenses | 0 | 1,019 |
Accrued other expenses | 6,834 | 7,069 |
Total accounts payable and accrued expenses | $ 77,147 | $ 83,855 |
INVESTMENT IN NON-CONSOLIDATE60
INVESTMENT IN NON-CONSOLIDATED ENTITY (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | |||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 0 | ||
Deficit attributable to noncontrolling interest | $ (178,000) | 0 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | 0 | $ 0 | |
Accounts Receivable due from Holdings for service fees | 336,000 | 346,000 | |
Management Fees Revenue | 1,157,000 | 1,077,000 | 1,597,000 |
Net Income (Loss) Attributable to Noncontrolling Interest | $ (861,000) | 0 | $ 0 |
Holdings [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 0 | ||
Equity Investment | 2,000,000 | ||
CONtv [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 900,000 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Holdings [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment Summarized Financial Information, Equity | $ (6,700,000) | $ (2,700,000) |
NOTES PAYABLE OUTSTANDING (Deta
NOTES PAYABLE OUTSTANDING (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 28, 2013 |
2013 Term Loans | |||
Debt Instrument, Face Amount | $ 125,087 | $ 125,087 | $ 130,000 |
Notes Payable: | |||
Long Term Portion | 36,418 | 68,590 | |
Debt Instrument, Payments to Date | 63,348 | 30,543 | |
Debt Instrument, Unamortized Discount | 196 | 266 | |
Long-term Debt | 61,543 | 94,278 | |
2013 Prospect Term Loan Agreement | |||
Debt Instrument, Face Amount | 70,000 | 70,000 | $ 70,000 |
PIK Interest Accrued | 3,640 | 1,906 | |
Notes Payable: | |||
Debt, Current | 0 | 0 | |
Long Term Portion | 67,967 | 68,454 | |
Debt Instrument, Payments to Date | 5,673 | 3,452 | |
Long-term Debt | 67,967 | 68,454 | |
Notes Payable | |||
Notes Payable: | |||
Debt, Current | 57,267 | 53,044 | |
Long Term Portion | 146,075 | 188,304 | |
Non-recourse Notes Payable [Member] | |||
Notes Payable: | |||
Debt, Current | 32,973 | 33,825 | |
Long Term Portion | 124,325 | 164,779 | |
Non-recourse Notes Payable [Member] | 2013 Term Loans | |||
Notes Payable: | |||
Debt, Current | 25,125 | 25,688 | |
Long Term Portion | 36,418 | 68,590 | |
Non-recourse Notes Payable [Member] | 2013 Prospect Term Loan Agreement | |||
Notes Payable: | |||
Debt, Current | 0 | 0 | |
Long Term Portion | 67,967 | 68,454 | |
Non-recourse Notes Payable [Member] | KBC Facilities | |||
Notes Payable: | |||
Debt, Current | 7,649 | 7,961 | |
Long Term Portion | 19,361 | 27,009 | |
Non-recourse Notes Payable [Member] | P2 Vendor Notes | |||
Notes Payable: | |||
Debt, Current | 125 | 105 | |
Long Term Portion | 393 | 466 | |
Non-recourse Notes Payable [Member] | P2 Exhibitor Notes | |||
Notes Payable: | |||
Debt, Current | 74 | 71 | |
Long Term Portion | 186 | 260 | |
Recourse Notes Payable [Member] | |||
Notes Payable: | |||
Debt, Current | 24,294 | 19,219 | |
Long Term Portion | 21,750 | 23,525 | |
Recourse Notes Payable [Member] | 2010 Note, net of discount | |||
Notes Payable: | |||
Debt, Current | 0 | 3,750 | |
Long Term Portion | 17,965 | 20,015 | |
Recourse Notes Payable [Member] | Cinedigm Term Loans [Member] | |||
Notes Payable: | |||
Debt, Current | 24,294 | 15,469 | |
Long Term Portion | 0 | 0 | |
Recourse Notes Payable [Member] | Notes 2013 Due 2018 [Member] | |||
Notes Payable: | |||
Debt, Current | 0 | 0 | |
Long Term Portion | $ 3,785 | $ 3,510 |
NOTES PAYABLE - NARRATIVE (Deta
NOTES PAYABLE - NARRATIVE (Details) | May. 15, 2015 | Oct. 17, 2013USD ($) | Oct. 17, 2013USD ($) | Feb. 28, 2013USD ($) | Feb. 28, 2013USD ($) | Feb. 28, 2015USD ($) | Oct. 31, 2013USD ($)shares | Sep. 30, 2013USD ($) | Mar. 31, 2015USD ($)installments | Apr. 30, 2015USD ($) | Mar. 31, 2014USD ($) | Mar. 31, 2013USD ($) | Mar. 31, 2012USD ($) | |
Line of Credit Facility [Line Items] | ||||||||||||||
Restricted cash | $ 6,751,000 | $ 6,751,000 | ||||||||||||
Cash and cash equivalents | 18,999,000 | 50,215,000 | $ 13,448,000 | $ 17,843,000 | ||||||||||
2013 Term Loans | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt amount, at issuance | $ 130,000,000 | $ 130,000,000 | 125,087,000 | 125,087,000 | ||||||||||
Debt principal balance assigned to affiliate | 5,000,000 | 5,000,000 | ||||||||||||
Debt Instrument, Unamortized Discount | 196,000 | 266,000 | ||||||||||||
2013 Prospect Term Loan Agreement | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt, Current | 0 | 0 | ||||||||||||
Debt amount, at issuance | $ 70,000,000 | $ 70,000,000 | 70,000,000 | 70,000,000 | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 9.00% | |||||||||||||
Senior Secured Note Annual Interest Rate | 2.50% | 2.50% | ||||||||||||
Cash and cash equivalents | 6,500,000 | 8,100,000 | ||||||||||||
Annual threshold of financial support guaranteed by Company towards the 2013 Prospect Loan | $ 1,500,000 | |||||||||||||
Cinedigm Credit Agreement [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 55,000,000 | $ 55,000,000 | ||||||||||||
Cinedigm Revolving loans [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Proceeds from Lines of Credit | 18,200,000 | |||||||||||||
Debt Instrument, Repurchased Face Amount | 9,300,000 | |||||||||||||
Base Rate Loans [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 0.50% | |||||||||||||
2010 Term Loans | Cinedigm Term Loan [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 25,000,000 | $ 25,000,000 | ||||||||||||
Credit Facility [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 56,413,000 | |||||||||||||
Line of Credit Facility, Amount Outstanding | $ 27,010,000 | 34,970,000 | ||||||||||||
Line of Credit Facility, Principal Payment, Number of Quarterly Installments | installments | 28 | |||||||||||||
Credit Facility [Member] | Cinedigm Revolving loans [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 30,000,000 | $ 30,000,000 | ||||||||||||
Credit Facility [Member] | KBC Credit Facility 2 [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | [1] | $ 2,890,000 | ||||||||||||
Line of Credit Facility, Amount Outstanding | 315,000 | |||||||||||||
Senior Secured Note Annual Interest Rate | [2] | 3.75% | ||||||||||||
Credit Facility [Member] | KBC Credit Facility 3 [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | [1] | $ 22,336,000 | ||||||||||||
Line of Credit Facility, Amount Outstanding | $ 10,371,000 | 13,561,000 | ||||||||||||
Senior Secured Note Annual Interest Rate | [2] | 3.75% | ||||||||||||
Credit Facility [Member] | KBC Credit Facility 4 [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | [1] | $ 13,312,000 | ||||||||||||
Line of Credit Facility, Amount Outstanding | $ 6,656,000 | 8,558,000 | ||||||||||||
Senior Secured Note Annual Interest Rate | [2] | 3.75% | ||||||||||||
Credit Facility [Member] | KBC Credit Facility 5 [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | [1] | $ 11,425,000 | ||||||||||||
Line of Credit Facility, Amount Outstanding | $ 6,528,000 | 8,160,000 | ||||||||||||
Senior Secured Note Annual Interest Rate | [2] | 3.75% | ||||||||||||
Credit Facility [Member] | KBC Credit Facility 6 [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | [1] | $ 6,450,000 | ||||||||||||
Line of Credit Facility, Amount Outstanding | $ 3,455,000 | 4,376,000 | ||||||||||||
Senior Secured Note Annual Interest Rate | [2] | 3.75% | ||||||||||||
Base Rate | 2013 Term Loans | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||||||||
LIBOR | 2013 Term Loans | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||||||||
Debt Instrument, Variable Rate Basis, Floor | 1.00% | 1.00% | ||||||||||||
Debt Instrument, Variable Rate Basis, Percent | 0.18% | |||||||||||||
LIBOR | 2013 Prospect Term Loan Agreement | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Variable Rate Basis, Floor | 2.00% | 2.00% | ||||||||||||
LIBOR | Credit Facility [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.27% | |||||||||||||
Eurodollar [Member] | Base Rate Loans [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||||
Federal Funds Effective Swap Rate [Member] | Base Rate Loans [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||||||
Debt Instrument, Prepayment Period - Between Second And Third Anniversary | 2013 Prospect Term Loan Agreement | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Prepayment Premium | 5.00% | 5.00% | ||||||||||||
Debt Instrument, Prepayment Period - Between Third and Fourth Anniversary | 2013 Prospect Term Loan Agreement | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Prepayment Premium | 4.00% | 4.00% | ||||||||||||
Debt Instrument, Prepayment Period - Between Fourth and Fifth Anniversary | 2013 Prospect Term Loan Agreement | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Prepayment Premium | 3.00% | 3.00% | ||||||||||||
Debt Instrument, Prepayment Period - Between Fifth and Sixth Anniversary | 2013 Prospect Term Loan Agreement | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Prepayment Premium | 2.00% | 2.00% | ||||||||||||
Debt Instrument, Prepayment Period - Between Sixth and Seventh Anniversary | 2013 Prospect Term Loan Agreement | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Prepayment Premium | 1.00% | 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 | $ 3,876,000 | 6,493,000 | ||||||||||||
Restricted cash | 5,800,000 | |||||||||||||
2013 Prospect Term Loan Agreement | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Restricted cash | 1,000,000 | 1,000,000 | ||||||||||||
2013 Term Loans | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Restricted cash | 5,751,000 | 5,751,000 | ||||||||||||
Notes Payable | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt, Current | 57,267,000 | 53,044,000 | ||||||||||||
Loans Payable [Member] | Cinedigm Term Loan [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt, Current | 0 | 3,750,000 | ||||||||||||
Debt amount, at issuance | 25,000,000 | 25,000,000 | ||||||||||||
Debt Instrument, Voluntary Payment Required for Rate Reduction | $ 10,000,000 | |||||||||||||
Debt Instrument, Unamortized Discount | $ 227,000 | $ 360,000 | ||||||||||||
Loans Payable [Member] | Cinedigm Revolving loans [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of Credit Facility, Amount Outstanding | $ 15,000,000 | $ 15,000,000 | ||||||||||||
Loans Payable [Member] | Base Rate | Cinedigm Revolving loans [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | 4.00% | ||||||||||||
Loans Payable [Member] | Eurodollar [Member] | Cinedigm Revolving loans [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.00% | 5.00% | ||||||||||||
Senior Notes | Notes 2013 Due 2018 [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 5,000,000 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,500,000 | |||||||||||||
Senior Secured Note Annual Interest Rate | 9.00% | |||||||||||||
Debt Instrument, Unamortized Discount | $ 1,598,000 | |||||||||||||
Warrant [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.38% | |||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||
Fair Value Assumptions, Expected Term | 5 years | |||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 76.25% | |||||||||||||
Subsequent Event | 2013 Term Loans | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Repurchased Face Amount | $ 18,200,000 | |||||||||||||
Subsequent Event | Loans Payable [Member] | Eurodollar [Member] | Cinedigm Revolving loans [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | |||||||||||||
Variable Rate Option, One [Member] | Loans Payable [Member] | Base Rate | Cinedigm Term Loan [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | |||||||||||||
Variable Rate Option, One [Member] | Loans Payable [Member] | Eurodollar [Member] | Cinedigm Term Loan [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.00% | |||||||||||||
Variable Rate Option, Two [Member] | Loans Payable [Member] | Base Rate | Cinedigm Term Loan [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||||||||||||
Variable Rate Option, Two [Member] | Loans Payable [Member] | Eurodollar [Member] | Cinedigm Term Loan [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | |||||||||||||
[1] | For each facility, principal is to be repaid in twenty-eight quarterly installments. | |||||||||||||
[2] | Each of the facilities bears interest at the three-month LIBOR rate, which was 0.27% at March 31, 2015, plus the interest rate noted above. |
NOTES PAYABLE - NET OF ORIGINAL
NOTES PAYABLE - NET OF ORIGINAL ISSUE DISCOUNT (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 28, 2013 |
2013 Term Loans, net of discount | |||
Debt Instrument [Line Items] | |||
Debt amount, at issuance | $ 125,087 | $ 125,087 | $ 130,000 |
Debt Instrument, Payments to Date | (63,348) | (30,543) | |
Discount on debt instrument | (196) | (266) | |
Notes payable, excluding debt discount | 61,543 | 94,278 | |
Less current portion | (25,125) | (25,688) | |
Long Term Portion | 36,418 | 68,590 | |
2013 Prospect Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Debt amount, at issuance | 70,000 | 70,000 | $ 70,000 |
PIK Interest Accrued | 3,640 | 1,906 | |
Debt Instrument, Payments to Date | (5,673) | (3,452) | |
Notes payable, excluding debt discount | 67,967 | 68,454 | |
Long Term Portion | $ 67,967 | $ 68,454 |
NOTES PAYABLE - SUMMARY OF CRED
NOTES PAYABLE - SUMMARY OF CREDIT FACILITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 56,413 | ||
Line of Credit Facility, Outstanding Principal Balance | $ 27,010 | $ 34,970 | |
Credit Facility 2 [Member] | Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 3.75% | |
Line of Credit Facility, Maximum Borrowing Capacity | [2] | $ 2,890 | |
Line of Credit Facility, Outstanding Principal Balance | 315 | ||
Credit Facility 3 [Member] | Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 3.75% | |
Line of Credit Facility, Maximum Borrowing Capacity | [2] | $ 22,336 | |
Line of Credit Facility, Outstanding Principal Balance | $ 10,371 | 13,561 | |
Credit Facility 4 [Member] | Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 3.75% | |
Line of Credit Facility, Maximum Borrowing Capacity | [2] | $ 13,312 | |
Line of Credit Facility, Outstanding Principal Balance | $ 6,656 | 8,558 | |
Credit Facility 5 [Member] | Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 3.75% | |
Line of Credit Facility, Maximum Borrowing Capacity | [2] | $ 11,425 | |
Line of Credit Facility, Outstanding Principal Balance | $ 6,528 | 8,160 | |
Credit Facility 6 [Member] | Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 3.75% | |
Line of Credit Facility, Maximum Borrowing Capacity | [2] | $ 6,450 | |
Line of Credit Facility, Outstanding Principal Balance | 3,455 | 4,376 | |
Loans Payable [Member] | Cinedigm Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Face Amount | 25,000 | 25,000 | |
Debt Instrument, Payments to Date | (6,808) | (875) | |
Debt Instrument, Unamortized Discount | (227) | (360) | |
Long-term Debt | 17,965 | 23,765 | |
Debt, Current | 0 | (3,750) | |
Long-term Debt, Excluding Current Maturities | $ 17,965 | $ 20,015 | |
LIBOR | Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.27% | ||
[1] | Each of the facilities bears interest at the three-month LIBOR rate, which was 0.27% at March 31, 2015, plus the interest rate noted above. | ||
[2] | For each facility, principal is to be repaid in twenty-eight quarterly installments. |
NOTES PAYABLE - MATURITIES (Det
NOTES PAYABLE - MATURITIES (Details) - Notes Payable $ in Thousands | Mar. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
2,016 | $ 75,459 |
2,017 | 29,047 |
2,018 | 24,100 |
2,019 | 8,411 |
2,020 | 0 |
Thereafter | 79,127 |
Notes payable, excluding debt discount | $ 216,144 |
STOCKHOLDERS' EQUITY - COMMON S
STOCKHOLDERS' EQUITY - COMMON STOCK (Details) - shares | 1 Months Ended | ||
Sep. 30, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Class A common stock | |||
Class of Stock [Line Items] | |||
Common Stock, Additional Shares Authorized | 91,241,000 | ||
Common stock, shares authorized | 210,000,000 | 118,759,000 | |
Class B common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 1,241,000 | 1,241,000 |
STOCKHOLDERS' EQUITY - PREFERRE
STOCKHOLDERS' EQUITY - PREFERRED STOCK (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Class of Stock [Line Items] | ||||
Dividends, Preferred Stock | $ 356 | $ 356 | $ 356 | |
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Dividends, Preferred Stock | $ 89 | $ 89 | ||
Subsequent Event | Class A common stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock dividends (shares) | 55,262 |
STOCKHOLDERS' EQUITY - EQUITY I
STOCKHOLDERS' EQUITY - EQUITY INCENTIVE PLAN (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares under option, granted | 2,915,000 | ||
Weighted average exercise price per share | $ 2.14 | ||
Cinedigm Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrange by Share-based Payment Award, Equity Incentive Plan, Percent Voting Power Threshold | 10.00% | ||
Share-based Compensation Arrange by Share-based Payment Award, Equity Incentive Plan, Exercise Price if Voting Threshold is Met, Percent | 110.00% | ||
Shares under option, granted | 861,625 | ||
Shares under option, vesting period | 4 years | ||
Weighted average exercise price per share | $ 1.74 | $ 1.74 | |
Shares under option, weighted average remaining contractual term | 7 years 6 months 19 days | ||
Cinedigm Equity Incentive Plan [Member] | Class A common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 14,300,000 | ||
Cinedigm Equity Incentive Plan [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares under option, granted. exercise price per share | $ 1.44 | ||
Cinedigm Equity Incentive Plan [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares under option, granted. exercise price per share | $ 2.66 |
STOCKHOLDERS' EQUITY - STOCK OP
STOCKHOLDERS' EQUITY - STOCK OPTIONS (Details) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2013employee$ / sharesshares | Mar. 31, 2015$ / sharesshares | Mar. 31, 2014$ / sharesshares | Mar. 31, 2013$ / sharesshares | |
Shares Under Option | ||||
Shares under option, beginning of period | shares | 4,113,000 | |||
Shares under option, granted | shares | 2,915,000 | |||
Shares under option, exercised | shares | (141,000) | (106,951) | ||
Shares under option, cancelled | shares | (848,063) | |||
Shares under option, end of period | shares | 4,113,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 5 years | 5 years | |
Weighted Average Exercise Price Per Share | ||||
Weighted average exercise price per share, beginning of period | $ 2.14 | |||
Weighted average exercise price per share, granted | 1.51 | |||
Weighted average exercise price per share, exercised | 1.41 | |||
Weighted average exercise price per share, cancelled | $ 2.74 | |||
Weighted average exercise price per share, end of period | $ 2.14 | |||
Cinedigm Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 6 months 19 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||
Shares Under Option | ||||
Shares under option, beginning of period | shares | 6,072,986 | |||
Shares under option, granted | shares | 861,625 | |||
Shares under option, exercised | shares | (141,000) | |||
Shares under option, cancelled | shares | (884,941) | |||
Shares under option, end of period | shares | 5,908,670 | 6,072,986 | ||
Weighted Average Exercise Price Per Share | ||||
Weighted average exercise price per share, beginning of period | $ 1.74 | |||
Weighted average exercise price per share, granted | 1.51 | |||
Weighted average exercise price per share, exercised | 1.41 | |||
Weighted average exercise price per share, cancelled | 2.74 | |||
Weighted average exercise price per share, end of period | 1.74 | $ 1.74 | ||
Minimum [Member] | Cinedigm Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Exercise Price | 1.44 | |||
Maximum [Member] | Cinedigm Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Exercise Price | $ 2.66 | |||
Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Employees Joining Company Following Acquisition | employee | 10 | |||
Shares Under Option | ||||
Shares under option, granted | shares | 620,000 | |||
Weighted Average Exercise Price Per Share | ||||
Weighted average exercise price per share, granted | $ 1.75 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | shares | 386,250 | |||
Employee Stock Option [Member] | Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||
Shares Under Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |||
Weighted Average Exercise Price Per Share | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% |
STOCKHOLDERS' EQUITY - ANALYSIS
STOCKHOLDERS' EQUITY - ANALYSIS OF OPTIONS OUTSTANDING (Details) - Mar. 31, 2015 - USD ($) $ / shares in Units, $ in Thousands | Total |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding | 5,908,670 |
Aggregate Intrinsic Value | $ 413,804 |
$0.00 - $1.37 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower Range of Prices | $ 0 |
Upper Range of Prices | $ 1.37 |
Shares under option, weighted average remaining contractual term | 4 years 5 months 27 days |
Options Outstanding | 615,000 |
Weighted Average Exercise Price | $ 1.37 |
Aggregate Intrinsic Value | $ 151,875 |
$1.38 - $1.50 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower Range of Prices | $ 1.38 |
Upper Range of Prices | $ 1.50 |
Shares under option, weighted average remaining contractual term | 7 years 8 months 23 days |
Options Outstanding | 2,639,795 |
Weighted Average Exercise Price | $ 1.43 |
Aggregate Intrinsic Value | $ 225,617 |
$1.51 - $1.60 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower Range of Prices | $ 1.51 |
Upper Range of Prices | $ 1.60 |
Shares under option, weighted average remaining contractual term | 8 years 3 months 4 days |
Options Outstanding | 1,319,250 |
Weighted Average Exercise Price | $ 1.53 |
Aggregate Intrinsic Value | $ 36,312 |
$1.61 - $2.50 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower Range of Prices | $ 1.61 |
Upper Range of Prices | $ 2.50 |
Shares under option, weighted average remaining contractual term | 8 years 8 months 16 days |
Options Outstanding | 705,625 |
Weighted Average Exercise Price | $ 1.79 |
Aggregate Intrinsic Value | $ 0 |
$2.51 - $5.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower Range of Prices | $ 2.51 |
Upper Range of Prices | $ 5 |
Shares under option, weighted average remaining contractual term | 7 years 11 months 13 days |
Options Outstanding | 540,000 |
Weighted Average Exercise Price | $ 2.84 |
Aggregate Intrinsic Value | $ 0 |
$5.01 - $20.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower Range of Prices | $ 5.01 |
Upper Range of Prices | $ 20 |
Shares under option, weighted average remaining contractual term | 1 year 5 months 9 days |
Options Outstanding | 89,000 |
Weighted Average Exercise Price | $ 8.44 |
Aggregate Intrinsic Value | $ 0 |
STOCKHOLDERS' EQUITY - ANALYS71
STOCKHOLDERS' EQUITY - ANALYSIS OF OPTIONS EXERCISABLE (Details) - Mar. 31, 2015 - USD ($) | Total |
Equity [Abstract] | |
Options Exercisable | 2,668,445 |
Weighted Average Remaining Life | 6 years 5 months 16 days |
Weighted Average Exercise Price | $ 1,800 |
Aggregate Intrinsic Value | $ 413,804 |
STOCKHOLDERS' EQUITY - WARRANTS
STOCKHOLDERS' EQUITY - WARRANTS (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Sageview Warrants | ||
Class of Warrant or Right [Line Items] | ||
Outstanding warrants | 16,000,000 | |
Strategic Management Service Provider Warrants | ||
Class of Warrant or Right [Line Items] | ||
Outstanding warrants | 525,000 | |
Outstanding warrants, vesting period | 18 months | |
Class of Warrant or Right, Termination Notice | 90 days | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.37 | |
2013 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding warrants | 1,250,625 | 1,250,625,000 |
Securities Purchase Agreement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.85 | |
Warrant [Member] | 2013 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 249,375 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Loss Contingencies [Line Items] | ||||
Outstanding capital lease obligation from continuing operations | $ 5,495,000 | |||
Rent expense | $ 1,586,000 | $ 1,484,000 | $ 1,217,000 | |
Gaiam Litigation | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Sought, Value | $ 30,000,000 | |||
Gaiam | Gaiam Litigation | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Sought, Value | $ 6,000,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - OBLIGATIONS UNDER NON-CANCELABLE OPERATING LEASES (Details) $ in Thousands | Mar. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 1,663 |
2,017 | 1,227 |
2,018 | 1,230 |
2,019 | 1,279 |
2,020 | 1,330 |
Thereafter | 592 |
Total obligations under non-cancelable operating leases | $ 7,321 |
SUPPLEMENTAL CASH FLOW DISCLO75
SUPPLEMENTAL CASH FLOW DISCLOSURE (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash interest paid | $ 24,069 | $ 17,309 | $ 18,368 |
Capital Expenditures Incurred but Not yet Paid | 0 | 1,886 | 0 |
Accretion of preferred stock discount | 0 | 93 | 109 |
Accrued dividends on preferred stock | 89 | 356 | 356 |
Issuance of common stock in connection with New Video acquisition | $ 0 | $ 0 | $ 3,432 |
Issuance of Class A Common Stock in connection with GVE Acquisition | 0 | 1,000 | 0 |
Issuance of Class A Common Stock and warrants for professional services of third parties | $ 0 | $ 129 | $ 0 |
Stock Issued During Period, Value, Stock Dividend | 267 | 267 | 0 |
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 0 | $ 2,000 | $ 0 |
SEGMENT INFORMATION - ASSETS an
SEGMENT INFORMATION - ASSETS and DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | $ 31,784 | $ 37,639 | |
Goodwill | 26,701 | 25,494 | |
Total Assets | 279,705 | 357,249 | |
Notes payable, non-recourse | 157,298 | 198,604 | |
Notes Payable | 46,044 | 42,744 | |
Capital Leases | 5,495 | 6,086 | |
Content & Entertainment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Goodwill | 26,701 | 25,494 | $ 8,542 |
Segment, Continuing Operations [Member] | Phase I | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | 252 | 298 | |
Goodwill | 0 | 0 | |
Total Assets | 80,381 | 109,538 | |
Notes payable, non-recourse | 129,508 | 162,732 | |
Notes Payable | 0 | 0 | |
Capital Leases | 0 | 0 | |
Segment, Continuing Operations [Member] | Phase II | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Total Assets | 61,502 | 66,957 | |
Notes payable, non-recourse | 27,790 | 35,872 | |
Notes Payable | 0 | 0 | |
Capital Leases | 0 | 0 | |
Segment, Continuing Operations [Member] | Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | 0 | ||
Goodwill | 0 | ||
Total Assets | 1,084 | 3,848 | |
Notes payable, non-recourse | 0 | ||
Notes Payable | 0 | ||
Capital Leases | 0 | ||
Segment, Continuing Operations [Member] | Content & Entertainment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | 31,520 | 37,333 | |
Goodwill | 26,701 | 25,494 | |
Total Assets | 122,610 | 135,477 | |
Notes payable, non-recourse | 0 | 0 | |
Notes Payable | 0 | 0 | |
Capital Leases | 84 | 81 | |
Segment, Continuing Operations [Member] | Corporate | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | 12 | 8 | |
Goodwill | 0 | 0 | |
Total Assets | 14,128 | 35,491 | |
Notes payable, non-recourse | 0 | 0 | |
Notes Payable | 46,044 | 42,744 | |
Capital Leases | $ 5,411 | 6,005 | |
Segment, Discontinued Operations [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | 0 | ||
Goodwill | 0 | ||
Total Assets | 5,938 | ||
Notes payable, non-recourse | 0 | ||
Notes Payable | 0 | ||
Capital Leases | $ 0 |
SEGMENT INFORMATION - RECONCILI
SEGMENT INFORMATION - RECONCILIATION OF OPERATING PROFIT (LOSS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Revenues from external customers | $ 104,328 | $ 81,092 | |||||||||
Intersegment revenues | 64 | 56 | |||||||||
Total segment revenues | 104,392 | 81,148 | |||||||||
Less: Intersegment revenues | (64) | (56) | |||||||||
Total consolidated revenues | $ 27,630 | $ 31,276 | $ 23,721 | $ 22,857 | $ 31,664 | $ 34,885 | $ 19,242 | $ 18,537 | $ 105,484 | 104,328 | 81,092 |
Direct operating (exclusive of depreciation and amortization shown below) | 9,184 | 30,109 | 28,920 | 8,515 | |||||||
Selling, general and administrative | 8,327 | 32,402 | 26,333 | 20,805 | |||||||
Allocation of corporate overhead | 0 | 0 | 0 | 0 | |||||||
Provision for doubtful accounts | 0 | (206) | 394 | 478 | |||||||
Restructuring, transition and acquisitions expenses, net | 388 | 2,638 | 1,533 | 857 | |||||||
Goodwill impairment | 6,000 | 6,000 | 0 | 0 | |||||||
Depreciation and amortization of property and equipment | 9,352 | 37,519 | 37,289 | 36,359 | |||||||
Amortization of intangible assets | 1,053 | 5,864 | 3,473 | 1,538 | |||||||
Total operating expenses | 34,304 | 114,326 | 97,942 | 68,552 | |||||||
(Loss) income from operations | (6,674) | (8,842) | 6,386 | 12,540 | |||||||
Phase I | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Revenues from external customers | 36,309 | 39,646 | |||||||||
Intersegment revenues | 0 | 0 | |||||||||
Total segment revenues | 36,309 | 39,646 | |||||||||
Less: Intersegment revenues | 0 | 0 | |||||||||
Total consolidated revenues | 8,870 | 36,161 | 36,309 | 39,646 | |||||||
Direct operating (exclusive of depreciation and amortization shown below) | 218 | 970 | 766 | 459 | |||||||
Selling, general and administrative | 167 | 464 | 328 | 92 | |||||||
Allocation of corporate overhead | 0 | 0 | 0 | 0 | |||||||
Provision for doubtful accounts | 0 | (204) | 197 | 218 | |||||||
Restructuring, transition and acquisitions expenses, net | 0 | 61 | 0 | 0 | |||||||
Goodwill impairment | 0 | 0 | |||||||||
Depreciation and amortization of property and equipment | 7,138 | 28,550 | 28,549 | 28,549 | |||||||
Amortization of intangible assets | 12 | 46 | 46 | 46 | |||||||
Total operating expenses | 7,535 | 29,887 | 29,886 | 29,364 | |||||||
(Loss) income from operations | 1,335 | 6,274 | 6,423 | 10,282 | |||||||
Phase II | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Revenues from external customers | 12,146 | 12,464 | |||||||||
Intersegment revenues | 0 | 0 | |||||||||
Total segment revenues | 12,146 | 12,464 | |||||||||
Less: Intersegment revenues | 0 | 0 | |||||||||
Total consolidated revenues | 3,060 | 12,347 | 12,146 | 12,464 | |||||||
Direct operating (exclusive of depreciation and amortization shown below) | 106 | 485 | 610 | 687 | |||||||
Selling, general and administrative | 29 | 130 | 279 | 139 | |||||||
Allocation of corporate overhead | 0 | 0 | 0 | 0 | |||||||
Provision for doubtful accounts | 0 | (23) | 59 | 59 | |||||||
Restructuring, transition and acquisitions expenses, net | 0 | 0 | 0 | 0 | |||||||
Goodwill impairment | 0 | 0 | |||||||||
Depreciation and amortization of property and equipment | 1,880 | 7,523 | 7,523 | 7,371 | |||||||
Amortization of intangible assets | 0 | 0 | 6 | 7 | |||||||
Total operating expenses | 2,015 | 8,115 | 8,477 | 8,263 | |||||||
(Loss) income from operations | 1,045 | 4,232 | 3,669 | 4,201 | |||||||
Services | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Revenues from external customers | 12,558 | 12,932 | |||||||||
Intersegment revenues | 16 | 24 | |||||||||
Total segment revenues | 12,574 | 12,956 | |||||||||
Less: Intersegment revenues | (16) | (24) | |||||||||
Total consolidated revenues | 2,914 | 11,876 | 12,558 | 12,932 | |||||||
Direct operating (exclusive of depreciation and amortization shown below) | 2 | 58 | 380 | 821 | |||||||
Selling, general and administrative | 156 | 744 | 765 | 797 | |||||||
Allocation of corporate overhead | 458 | 1,853 | 2,186 | 3,188 | |||||||
Provision for doubtful accounts | 0 | 21 | 35 | 30 | |||||||
Restructuring, transition and acquisitions expenses, net | 0 | 0 | 0 | 0 | |||||||
Goodwill impairment | 0 | 0 | |||||||||
Depreciation and amortization of property and equipment | 18 | 177 | 214 | 9 | |||||||
Amortization of intangible assets | 0 | 0 | 0 | 0 | |||||||
Total operating expenses | 634 | 2,853 | 3,580 | 4,845 | |||||||
(Loss) income from operations | 2,280 | 9,023 | 8,978 | 8,087 | |||||||
Content & Entertainment | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Revenues from external customers | 43,315 | 16,050 | |||||||||
Intersegment revenues | 48 | 32 | |||||||||
Total segment revenues | 43,363 | 16,082 | |||||||||
Less: Intersegment revenues | (48) | (32) | |||||||||
Total consolidated revenues | 12,786 | 45,100 | 43,315 | 16,050 | |||||||
Direct operating (exclusive of depreciation and amortization shown below) | 8,858 | 28,596 | 27,164 | 6,548 | |||||||
Selling, general and administrative | 4,849 | 18,736 | 14,448 | 8,308 | |||||||
Allocation of corporate overhead | 1,340 | 5,409 | 4,204 | 3,392 | |||||||
Provision for doubtful accounts | 0 | 0 | 103 | 65 | |||||||
Restructuring, transition and acquisitions expenses, net | (106) | 1,662 | 2,038 | 340 | |||||||
Goodwill impairment | 6,000 | 6,000 | |||||||||
Depreciation and amortization of property and equipment | 78 | 219 | 210 | 72 | |||||||
Amortization of intangible assets | 1,039 | 5,813 | 3,420 | 1,483 | |||||||
Total operating expenses | 22,058 | 66,435 | 51,587 | 20,208 | |||||||
(Loss) income from operations | (9,272) | (21,335) | (8,272) | (4,158) | |||||||
Corporate | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Revenues from external customers | 0 | 0 | |||||||||
Intersegment revenues | 0 | 0 | |||||||||
Total segment revenues | 0 | 0 | |||||||||
Less: Intersegment revenues | 0 | 0 | |||||||||
Total consolidated revenues | 0 | 0 | 0 | 0 | |||||||
Direct operating (exclusive of depreciation and amortization shown below) | 0 | 0 | 0 | 0 | |||||||
Selling, general and administrative | 3,126 | 12,328 | 10,513 | 11,469 | |||||||
Allocation of corporate overhead | (1,798) | (7,262) | (6,390) | (6,580) | |||||||
Provision for doubtful accounts | 0 | 0 | 0 | 106 | |||||||
Restructuring, transition and acquisitions expenses, net | 494 | 915 | (505) | 517 | |||||||
Goodwill impairment | 0 | 0 | |||||||||
Depreciation and amortization of property and equipment | 238 | 1,050 | 793 | 358 | |||||||
Amortization of intangible assets | 2 | 5 | 1 | 2 | |||||||
Total operating expenses | 2,062 | 7,036 | 4,412 | 5,872 | |||||||
(Loss) income from operations | $ (2,062) | $ (7,036) | $ (4,412) | $ (5,872) |
SEGMENT INFORMATION - EMPLOYEE
SEGMENT INFORMATION - EMPLOYEE STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | $ 679 | $ 2,151 | $ 2,282 | $ 2,044 |
Direct operating | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 5 | 17 | 22 | 15 |
Selling, general and administrative | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 674 | 2,134 | 2,260 | 2,029 |
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 | 4 | 18 | 26 | 42 |
Services | Direct operating | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 3 | 7 | 13 | 0 |
Services | Selling, general and administrative | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 1 | 11 | 13 | 42 |
Content & Entertainment | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 78 | 301 | 196 | 99 |
Content & Entertainment | Direct operating | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 2 | 10 | 9 | 15 |
Content & Entertainment | Selling, general and administrative | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 76 | 291 | 187 | 84 |
Corporate | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 597 | 1,832 | 2,060 | 1,903 |
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 | $ 597 | $ 1,832 | $ 2,060 | $ 1,903 |
SEGMENT INFORMATION - NARRATIVE
SEGMENT INFORMATION - NARRATIVE (Details) - 12 months ended Mar. 31, 2015 | customersystems |
Phase I | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |
Number of Systems Installed | 3,724 |
Phase II | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |
Number of Systems Installed | 8,904 |
Customer Concentration Risk | Sales Revenue, Net | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |
Concentration Risk, Number of Customers | customer | 1 |
Concentration risk percentage | 12.00% |
RESTRUCTURING ACTIVITY (Details
RESTRUCTURING ACTIVITY (Details) - Content & Entertainment - Employee Severance - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, balance at beginning of period | $ 1,019 | $ 0 | $ 953 |
Total cost | 2,638 | 2,011 | 340 |
Restructuring payments | (3,657) | (992) | (1,293) |
Restructuring reserve, balance at end of period | $ 0 | $ 1,019 | $ 0 |
INCOME TAXES - Components of th
INCOME TAXES - Components of the Benefit from Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Federal: | |||
Deferred | $ 4,731 | ||
Total federal | 4,731 | ||
State: | |||
Current | (75) | ||
Deferred | 288 | ||
Total state | 213 | ||
Total benefit from income taxes | $ 0 | $ 0 | $ 4,944 |
INCOME TAXES - Net Deferred Tax
INCOME TAXES - Net Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 103,312 | $ 98,407 |
Stock based compensation | 4,144 | 4,210 |
Revenue deferral | 46 | 109 |
Interest rate derivatives | 234 | 148 |
Capital loss carryforwards | 8,605 | 3,734 |
Other | 1,955 | 1,314 |
Total deferred tax assets before valuation allowance | 118,296 | 107,922 |
Less: Valuation allowance | (88,320) | (74,323) |
Total deferred tax assets after valuation allowance | 29,976 | 33,599 |
Deferred tax liabilities: | ||
Depreciation and amortization | (27,840) | (30,252) |
Intangibles | (2,136) | (3,347) |
Total deferred tax liabilities | (29,976) | (33,599) |
Net deferred tax | $ 0 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | |||
Benefit from deferred income taxes | $ 0 | $ 0 | $ 5,019 |
Deferred Tax Assets, Valuation Allowance | (13,997) | $ (5,488) | |
Operating loss periods prior to November 2003 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 6,300 | ||
Annual limitation on operating loss carryforwards | 1,300 | ||
Operating loss periods between November 2003 and March 2006 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 25,100 | ||
Annual limitation on operating loss carryforwards | 9,400 | ||
Operating loss periods after March 2006 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 251,000 | ||
UNITED STATES | Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 267,000 | ||
AUSTRALIA | Foreign Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 0 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Provision at the U.S. statutory federal tax rate | 34.00% | 34.00% | 34.00% |
State income taxes, net of federal benefits | (0.10%) | 4.60% | 3.00% |
Change in valuation allownace | (44.70%) | (38.70%) | (17.70%) |
Non-deductible equity compensation | (1.90%) | (4.30%) | (2.40%) |
Acquisition costs and adjustments | 0.00% | 3.90% | (1.40%) |
Sale of subsidiary | 10.80% | 0.00% | 6.80% |
Other | 1.90% | 0.50% | (1.90%) |
Income tax (provision) benefit | 0.00% | 0.00% | 20.40% |
QUARTERLY FINANCIAL DATA (Detai
QUARTERLY FINANCIAL DATA (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 27,630 | $ 31,276 | $ 23,721 | $ 22,857 | $ 31,664 | $ 34,885 | $ 19,242 | $ 18,537 | $ 105,484 | $ 104,328 | $ 81,092 |
Net loss from continuing operations (2) | $ (11,639) | $ (1,933) | $ (4,592) | $ (10,812) | $ (465) | $ (2,693) | $ (4,419) | $ (6,383) | $ (28,976) | $ (13,960) | $ (20,205) |
Basic and diluted net loss per share from continuing operations (1) | $ (0.14) | $ (0.03) | $ (0.06) | $ (0.14) | $ (0.01) | $ (0.05) | $ (0.08) | $ (0.13) | $ (0.37) | $ (0.25) | $ (0.43) |
Shares used in computing basic and diluted net loss per share | 76,962,142 | 76,863,408 | 76,748,753 | 76,567,128 | 65,416,816 | 61,729,658 | 52,920,060 | 48,357,020 | 76,785,351 | 57,084,319 | 47,517,167 |
Goodwill impairment | $ 6,000 | $ 6,000 | $ 0 | $ 0 | |||||||
Content & Entertainment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 12,786 | 45,100 | $ 43,315 | $ 16,050 | |||||||
Goodwill impairment | $ 6,000 | $ 6,000 |
SUPPLEMENTARY FINANCIAL INFOR86
SUPPLEMENTARY FINANCIAL INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Valuation allowance for deferred taxes | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | $ 74,323 | $ 68,835 | $ 64,476 |
Additions | 13,997 | 5,488 | 4,359 |
Deductions | 0 | 0 | 0 |
Ending Balance | 88,320 | 74,323 | 68,835 |
Allowance for doubtful accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | 898 | 681 | 240 |
Additions | 0 | 394 | 478 |
Deductions | (301) | (177) | (37) |
Ending Balance | 597 | 898 | 681 |
Inventory reserve | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | 400 | 0 | |
Additions | 100 | 400 | |
Deductions | 0 | 0 | |
Ending Balance | 500 | 400 | 0 |
Price protection, chargeback and return reserves | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | 3,096 | 534 | 0 |
Additions | 16,899 | 15,959 | 542 |
Deductions | (16,963) | (13,397) | (8) |
Ending Balance | $ 3,032 | $ 3,096 | $ 534 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Apr. 29, 2015 | Feb. 28, 2013 | Apr. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2014 |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of debt, allocated to working capital and general corporate purposes | $ 28,200,000 | ||||
Amended 2013 Credit Agreement | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Debt instrument covenant, minimum liquidity | $ 5,000,000 | ||||
Amended 2013 Revolving Loans | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Variable Rate Basis, Floor | 1.00% | ||||
2013 Term Loans | |||||
Subsequent Event [Line Items] | |||||
Debt amount, at issuance | $ 130,000,000 | $ 125,087,000 | $ 125,087,000 | ||
2013 Term Loans | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Repayments of debt | 18,600,000 | ||||
Debt Instrument, Repurchased Face Amount | $ 18,200,000 | ||||
Senior Notes | Convertible Notes | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Debt amount, at issuance | $ 64,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | 5.50% | |||
Proceeds from debt, net of issuance costs | $ 60,900,000 | ||||
Sageview Warrants | |||||
Subsequent Event [Line Items] | |||||
Outstanding warrants | 16,000,000 | ||||
Sageview Warrants | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Outstanding warrants | 16,732,824 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.31 | ||||
Class A common stock | Senior Notes | Convertible Notes | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Convertible notes, conversion ratio (shares) | 0.8246 | ||||
Convertible debt, conversion price per share (usd per share) | $ 1.21 | ||||
April 20, 2020, 2025 and 2030 | Senior Notes | Convertible Notes | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Convertible notes, repurchase price, percentage, at option of holder (percent) | 100.00% | ||||
On or after April 20, 2018 upon satisfaction of sale price condition, or on or after April 20, 2020 | Senior Notes | Convertible Notes | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Convertible notes, repurchase price, percentage, at option of holder (percent) | 100.00% | ||||
LIBOR | Amended 2013 Revolving Loans | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | ||||
LIBOR | 2013 Term Loans | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||
Debt Instrument, Variable Rate Basis, Floor | 1.00% | ||||
Base Rate | Amended 2013 Revolving Loans | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||
Base Rate | 2013 Term Loans | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Long-term Debt | Class A common stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stock Repurchased During Period, Shares | 2,700,000 | ||||
Stock repurchased during period | $ 2,600,000 | ||||
Forward Contracts [Member] | Class A common stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stock Repurchased During Period, Shares | 11,800,000 | ||||
Stock repurchased during period | $ 11,400,000 |