Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 27, 2022 | Sep. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | Cinedigm Corp. | ||
Trading Symbol | CIDM | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Common Stock, Shares Outstanding | 176,737,459 | ||
Entity Public Float | $ 326,631,850 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001173204 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Mar. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-31810 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 22-3720962 | ||
Entity Address, Address Line One | 264 West 40th Street | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10018 | ||
City Area Code | (212) | ||
Local Phone Number | 206-8600 | ||
Title of 12(b) Security | CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 274 | ||
Auditor Name | EISNERAMPER LLP | ||
Auditor Location | Iselin, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 13,062 | $ 16,849 |
Accounts receivable, net of allowance of $2,921 and $2,876, respectively | 30,843 | 21,093 |
Inventory | 116 | 166 |
Unbilled revenue | 2,349 | 1,377 |
Prepaid and other current assets | 5,793 | 3,657 |
Total current assets | 52,163 | 43,142 |
Restricted cash | 1,000 | |
Equity investment in A Metaverse Company, a related party, at fair value | 7,028 | 6,443 |
Property and equipment, net | 1,980 | 3,500 |
Operating lease right-of use assets, net | 749 | 100 |
Intangible assets, net | 20,034 | 9,860 |
Goodwill | 21,084 | 8,701 |
Other long-term assets | 1,598 | 2,700 |
Total assets | 104,636 | 75,446 |
Current liabilities | ||
Accounts payable and accrued expenses | 52,025 | 46,627 |
Current portion of notes payable, including unamortized debt discount and debt issuance costs of $0 and $460, respectively (see Note 5) | 1,956 | |
Current portion of notes payable, non-recourse including unamortized debt discount of $0 and $763, respectively (see Note 5) | 7,786 | |
Current portion of deferred consideration on purchase of business | 3,432 | |
Current portion of earnout consideration on purchase of business | 1,081 | |
Operating lease liabilities | 258 | 87 |
Current portion of deferred revenue | 196 | 924 |
Total current liabilities | 56,992 | 57,380 |
Note payable | 2,152 | |
Deferred consideration on purchase – net of current portion | 5,600 | |
Earnout consideration on purchase – net of current portion | 603 | |
Operating lease liabilities, net of current portion | 491 | 13 |
Other long-term liabilities | 19 | |
Total liabilities | 63,686 | 59,564 |
Commitments and contingencies (see Note 7) | ||
Stockholders’ Equity | ||
Preferred stock, 15,000,000 shares authorized; Series A 10% - $0.001 par value per share; 20 shares authorized; 7 shares issued and outstanding at March 31, 2022 and 2021. Liquidation preference of $3,648 | 3,559 | 3,559 |
Common stock, $0.001 par value; Class A stock 275,000,000 and 200,000,000 shares authorized at March 31, 2022 and 2021, respectively, 176,629,435 and 167,542,404 shares issued and 175,313,584 and 166,228,568 shares outstanding at March 31, 2022 and 2021, respectively. | 174 | 164 |
Additional paid-in capital | 522,601 | 499,272 |
Treasury stock, at cost; 1,315,851 and 1,313,836 Class A common shares at March 31, 2022 and 2021, respectively. | (11,608) | (11,603) |
Accumulated deficit | (472,310) | (474,080) |
Accumulated other comprehensive loss | (163) | (68) |
Total stockholders’ equity of Cinedigm Corp. | 42,253 | 17,244 |
Deficit attributable to noncontrolling interest | (1,303) | (1,362) |
Total equity | 40,950 | 15,882 |
Total liabilities and equity | $ 104,636 | $ 75,446 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Accounts receivable, net of allowance (in Dollars) | $ 2,921 | $ 2,876 |
Unamortized debt discount and debt issuance costs (in Dollars) | 0 | 460 |
Non-recourse including unamortized debt discount (in Dollars) | $ 0 | $ 763 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Series A preferred stock | ||
Preferred stock, shares authorized | 20 | 20 |
Preferred stock, dividend rate | 10% | 10% |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 7 | 7 |
Preferred stock, shares outstanding | 7 | 7 |
Preferred stock, Liquidation preference Value (in Dollars) | $ 3,648 | $ 3,648 |
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 275,000,000 | 200,000,000 |
Common stock, shares issued | 176,629,435 | 167,542,404 |
Common stock, shares outstanding | 175,313,584 | 166,228,568 |
Treasury stock | 1,315,851 | 1,313,836 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 56,054 | $ 31,419 |
Costs and expenses: | ||
Direct operating (excludes depreciation and amortization shown below) | 20,894 | 16,103 |
Selling, general and administrative | 29,551 | 21,870 |
Depreciation and amortization of property and equipment | 1,734 | 4,404 |
Amortization of intangible assets | 2,832 | 2,515 |
Intangible impairment | 1,968 | |
Total operating expenses | 56,979 | 44,892 |
Loss from operations | (925) | (13,473) |
Interest income, net | 1 | 37 |
Interest expense | (356) | (4,087) |
Changes in fair value of equity investment in Metaverse, a related party | 585 | (43,518) |
Income (loss) on extinguishment of note payable | 2,178 | (1,498) |
Other expense, net | (681) | |
Net income (loss) from operations before income taxes | 1,483 | (63,220) |
Income tax benefit | 788 | 315 |
Net income (loss) | 2,271 | (62,905) |
Net (loss) income attributable to noncontrolling interest | (59) | 85 |
Net income (loss) attributable to controlling interests | 2,212 | (62,820) |
Preferred stock dividends | (442) | (356) |
Net income (loss) attributable to common stockholders | $ 1,770 | $ (63,176) |
Net income (loss) per Class A common stock attributable to common stockholders - basic: (in Dollars per share) | $ 0.01 | $ (0.49) |
Weighted average number of Class A common stock outstanding: basic (in Shares) | 170,643,623 | 127,787,379 |
Net income (loss) per Class A common stock attributable to common stockholders - diluted: (in Dollars per share) | $ 0.01 | $ (0.49) |
Weighted average number of Class A common stock outstanding: diluted (in Shares) | 173,827,870 | 127,787,379 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 2,271 | $ (62,905) |
Other comprehensive loss: foreign exchange translation | (95) | (160) |
Comprehensive income (loss) | 2,176 | (63,065) |
Less: comprehensive (loss) income attributable to noncontrolling interest | (59) | 85 |
Comprehensive income (loss) attributable to controlling interests | $ 2,117 | $ (62,980) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders Equity (Deficit) - USD ($) $ in Thousands | Series A Preferred Stock | Class A Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total Stockholders’ Deficit | Non-Controlling Interest | Total |
Balance at Mar. 31, 2020 | $ 3,559 | $ 62 | $ (11,603) | $ 400,784 | $ (410,904) | $ 92 | $ (18,010) | $ (1,277) | $ (19,287) |
Balance (in Shares) at Mar. 31, 2020 | 7 | 61,937,593 | 1,313,836 | ||||||
Foreign exchange translation | (160) | (160) | (160) | ||||||
Issuance of Class A common stock in connection with public offerings | $ 52 | 42,299 | 42,351 | 42,351 | |||||
Issuance of Class A common stock in connection with public offerings (in Shares) | 51,885,840 | ||||||||
Issuance of Class A common stock in connection with the Metaverse transaction, a related party | $ 30 | 11,016 | 11,046 | 11,046 | |||||
Issuance of Class A common stock in connection with the Metaverse transaction, a related party (in Shares) | 29,855,081 | ||||||||
Contributed capital under the Metaverse transaction, a related party | 17,187 | 17,187 | 17,187 | ||||||
Common stock issued in connection with conversion of Convertible Notes and second lien loans | $ 16 | 21,536 | 21,552 | 21,552 | |||||
Common stock issued in connection with conversion of Convertible Notes and second lien loans (in Shares) | 16,534,613 | ||||||||
Stock-based compensation | $ 1 | 2,891 | 2,892 | 2,892 | |||||
Stock-based compensation (in Shares) | 1,860,554 | ||||||||
Exercise of warrants for Class A common stock | 301 | 301 | 301 | ||||||
Exercise of warrants for Class A common stock (in Shares) | 236,899 | ||||||||
Class A common stock to be issued in connection with asset acquisitions | $ 3 | 2,902 | 2,905 | 2,905 | |||||
Class A common stock to be issued in connection with asset acquisitions (in Shares) | 3,098,126 | ||||||||
Issuance of f Class A common stock for third party professional services | |||||||||
Issuance of f Class A common stock for third party professional services (in Shares) | 196,914 | ||||||||
Net Income (loss) | (62,820) | (62,820) | (85) | (62,905) | |||||
Balance at Mar. 31, 2021 | $ 3,559 | $ 164 | $ (11,603) | 499,272 | (474,080) | (68) | 17,244 | (1,362) | 15,882 |
Balance (in Shares) at Mar. 31, 2021 | 7 | 166,228,568 | 1,313,836 | ||||||
Foreign exchange translation | (95) | (95) | (95) | ||||||
Stock compensation and expenses | 5,487 | 5,487 | 5,487 | ||||||
Stock compensation and expenses (in Shares) | 366,056 | ||||||||
Issuance of common stock in connection with business combinations | $ 3 | 4,822 | 4,825 | 4,825 | |||||
Issuance of common stock in connection with business combinations (in Shares) | 2,662,285 | ||||||||
Preferred stock dividends paid in stock | 354 | (89) | 265 | 265 | |||||
Preferred stock dividends paid in stock (in Shares) | 231,406 | ||||||||
Treasury stock in connection with taxes withheld from employees | $ (5) | (5) | (5) | ||||||
Treasury stock in connection with taxes withheld from employees (in Shares) | (2,015) | 2,015 | |||||||
Preferred stock dividends accrued | 89 | (353) | (264) | (264) | |||||
Issuance of common stock for third party equity purchase commitment | 206 | 206 | 206 | ||||||
Issuance of common stock for third party equity purchase commitment (in Shares) | 527,021 | ||||||||
Issuance of common stock in connection with performance stock units | |||||||||
Issuance of common stock in connection with performance stock units (in Shares) | 263 | ||||||||
Issuance of common stock in connection with ATM raises, net | $ 7 | 12,371 | 12,378 | 12,378 | |||||
Issuance of common stock in connection with ATM raises, net (in Shares) | 5,300,000 | ||||||||
Preferred stock dividends paid with common stock | 356 | (356) | |||||||
Preferred stock dividends paid with common stock (in Shares) | 622,948 | ||||||||
Net Income (loss) | 2,212 | 2,212 | 59 | 2,271 | |||||
Balance at Mar. 31, 2022 | $ 3,559 | $ 174 | $ (11,608) | $ 522,601 | $ (472,310) | $ (163) | $ 42,253 | $ (1,303) | $ 40,950 |
Balance (in Shares) at Mar. 31, 2022 | 7 | 175,313,584 | 1,315,851 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2,271 | $ (62,905) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | ||
Depreciation and amortization of property and equipment and amortization of intangible assets | 4,566 | 6,919 |
Deferred income tax | (888) | |
Impairment of prepaid advances | 1,164 | |
Impairment of intangibles | 1,968 | |
Changes in fair value of equity investment in Metaverse | (585) | 43,518 |
Loss from sale of property and equipment | 44 | |
Amortization of debt issuance costs included in interest expense | 1,223 | |
Stock-based compensation and expenses | 5,487 | 2,892 |
Interest expense for deferred consideration | 44 | |
Change in fair value of earnout for earnout consideration | 222 | |
(Gain) loss on extinguishment of note payable | (2,178) | 1,498 |
Accretion and PIK interest expense added to note payable | 302 | |
Other | 26 | |
Accounts receivable | (8,088) | 13,692 |
Inventory | 50 | 406 |
Unbilled revenue | (972) | 615 |
Prepaid and other current assets | (1,580) | 3,195 |
Accounts payable and accrued expenses | 4,100 | (29,766) |
Deferred revenue | (728) | (1,640) |
Net cash provided (used in) by operating activities | 4,879 | (20,007) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (316) | (64) |
Purchase of intangible assets | (325) | (2,545) |
Purchase of business, net of cash acquired | (11,672) | |
Proceeds from the sale of property and equipment | 84 | |
Sale of equity investment securities | 11 | 815 |
Net cash used in investing activities | (12,302) | (1,710) |
Cash flows from financing activities: | ||
Payments of notes payable | (7,786) | (7,703) |
Repayments under revolving credit agreement, net | (1,956) | (12,829) |
Proceeds from PPP Loan | 2,152 | |
Net proceeds from issuance of Class A common stock | 12,378 | 42,652 |
Net cash provided by financing activities | 2,636 | 24,272 |
Net change in cash, cash equivalents and restricted cash | (4,787) | 2,555 |
Cash, cash equivalents and restricted cash at beginning of year | 17,849 | 15,294 |
Cash, cash equivalents and restricted cash at end of year | $ 13,062 | $ 17,849 |
Nature of Operations and Liquid
Nature of Operations and Liquidity | 12 Months Ended |
Mar. 31, 2022 | |
Disclosure of Nature of Operations and Liquidity [Abstract] | |
NATURE OF OPERATIONS AND LIQUIDITY | 1. NATURE OF OPERATIONS AND LIQUIDITY Cinedigm Corp. (“Cinedigm,” the “Company,” “we,” “us,” or similar pronouns) was incorporated in Delaware on March 31, 2000. We are (i) a distributor and aggregator of independent movie, television and other short form content managing a library of distribution rights to thousands of titles and episodes released across digital, physical, theatrical, home and mobile entertainment platforms (“Streaming”) and (ii) a servicer of digital cinema assets (“Systems”) for movie screens in both North America and several international countries. We report our financial results in two primary segments as follows: (1) cinema equipment business and (2) content and entertainment business (“Content & Entertainment” or “CEG”). The cinema equipment business segment consists of the non-recourse, financing vehicles and administrators for our digital cinema equipment (the “Systems”) installed in movie theatres throughout North America and Australia. It also provides fee-based support to music and movie screens 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 operates 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. Risks and Uncertainties The COVID-19 pandemic and related economic repercussions created significant volatility and uncertainty impacting the Company’s results for the period. As part of our Content & Entertainment business, the Company sells DVDs and Blu-ray discs at brick-and-mortar stores. Due to the lingering effects of the COVID-19 pandemic in the year ended March 31, 2022, the sale of physical discs through our retail partners declined although this was partially offset by digital purchases of physical product and increases in streaming views. As part of our Cinema Equipment business, the Company earns revenue when movies are exhibited in theatres. Many movie theaters in the United States slowly re-opened with limited capacities through March 31, 2022. The majority of major studios resumed blockbuster films releases during the year which showed an encouraging return of consumer confidence for the theatrical experience. As vaccines became readily available and COVID cases decreased, major studios resumed theatrical releases and there was an uptick in box-office revenue during the period ending March 31, 2022. Liquidity We have incurred net losses historically and have net income of $2.3 million for the year ended March 31, 2022. We also have an accumulated deficit of $472.3 million and negative working capital of $4.8 million as of March 31, 2022. Net cash provided by operating activities for the fiscal year ended March 31, 2022 was $4.9 million. We may continue to generate net losses for the foreseeable future. Based on these conditions, the Company entered into the following transactions described below: Sale of Cinematic Equipment On March 17, 2021, the Company entered into two separate agreements for the sale of cinematic equipment to American Multi-Cinema, Inc. (“AMC”). The agreements included the sale in tranches of a total of 2,369 cinematic projectors starting in March 2021 and continuing through January 2023 for total cash consideration of $10.8 million. For the year ended March 31, 2022, the Company recognized aggregate revenue for $9.9 million. A portion of the total proceeds were used to pay down the remaining outstanding balance of the Prospect Loan notes payable. Borrowings On June 22, 2021, the maturity date of the East West Credit Facility (as defined in Note 5 - Notes Payable) On April 15, 2020, the Company received $2.2 million from East West Bank, pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan matures on April 10, 2022 (the “PPP Maturity Date”), accrues interest at 1% per annum and may be prepaid in whole or in part without penalty. No interest payments are due within the initial six months of the PPP Loan. The interest accrued during the initial six-month period is due and payable, together with the principal, on the PPP Maturity Date. The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make lease and utility payments to support business continuity throughout the COVID-19 pandemic, which amounts were intended to be eligible for forgiveness, subject to the provisions of the CARES Act, and could be subject to repayment. On July 7, 2021, the Company received notification from the lender that the U.S. Small Business Administration had approved the Company’s PPP Loan forgiveness application for the entire PPP Loan amount and accrued interest effective as of June 30, 2021. The forgiveness of the PPP Loan was recognized as a gain of $2.2 million during the Company’s fiscal quarter ended June 30, 2021. Upon a series of payments between April 30 and July 9, 2021, the Company paid in full the Prospect loan non-recourse outstanding debt amount by paying an aggregate principal amount of $7.8 million. Pre-payment of the Prospect Loan was permissible without penalty. Common Stock Purchase Agreement In October 2021, we entered into a Common Stock Purchase Agreement (the “Equity Line Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital, LLC (“B. Riley Principal Capital”). Pursuant to the Equity Line Purchase Agreement, the Company has the right to sell to B. Riley Principal Capital up to the lesser of (i) $50,000,000 of newly issued shares of Common Stock and (ii) the Exchange Cap (as defined in the Equity Line Purchase Agreement), from time to time during the 24-month period from and after the October 21, 2021. Sales of Common Stock pursuant to the Equity Line Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to B. Riley Principal Capital under the Equity Line Purchase Agreement. As consideration for B. Riley Principal Capital’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Equity Line Purchase Agreement, upon execution of the Equity Line Purchase Agreement, the Company issued 210,084 shares of Common Stock to B. Riley Principal Capital (the “Commitment Shares”). The purchase price of the shares of Common Stock that we elect to sell to B. Riley Principal Capital pursuant to the Equity Line Purchase Agreement will be determined by reference to the volume weighted average price of the Common Stock (“VWAP”) during the applicable purchase date, less a fixed 5% discount to such VWAP. Pursuant to the Registration Rights Agreement, the Company filed a Registration Statement on Form S-1 that was declared effective by the Securities and Exchange Commission on October 21, 2021 (File No. 333-260210) for the resale by B. Riley Principal Capital of up to 25,210,084 shares of Common Stock (including the Commitment Shares) acquired pursuant to the Equity Line Purchase Agreement. During October and November 2021, we sold 5,300,000 shares of Common Stock under the Equity Line Purchase Agreement. Net proceeds from such sales totaled $12.4 million. We believe the combination of: (i) our cash and cash equivalent balances at March 31, 2022 and (ii) expected cash flow from operations, will be sufficient for our operations and capital needs, for at least twelve months from the filing of this report. Our capital requirements will depend on many factors, and we may need to use capital resources and obtain additional capital. Failure to generate additional revenues, obtain additional capital or manage discretionary spending could have an adverse effect on our financial position, results of operations and liquidity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND CONSOLIDATION Our consolidated financial statements include the accounts of Cinedigm and its wholly owned and majority owned subsidiaries. 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 at fair value where we have elected the fair value option. Noncontrolling interests for which we have been determined to be the primary beneficiary are consolidated and recorded as net loss attributable to noncontrolling interest. See Note 3 - Other Interests USE OF ESTIMATES The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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 digital revenue, accounts receivable reserves, return reserves, inventory reserves, recovery of advances, assessment of goodwill impairment, intangible asset impairment and estimated amortization lives, fair value for asset acquisitions and business combinations, valuation allowances for income taxes and stock awards. Actual results could differ from these estimates. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 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. Our Prospect Loan required that we maintain specified cash balances that are restricted to repayment of interest thereunder. See Note 5- Notes Payable Cash, cash equivalents, and restricted cash consisted of the following: As of (in thousands) March 31, March 31, Cash and Cash Equivalents $ 13,062 $ 16,849 Restricted Cash - 1,000 $ 13,062 $ 17,849 EQUITY INVESTMENT IN A METAVERSE COMPANY, A RELATED PARTY On February 14, 2020, the Company acquired an approximately 11.5% interest in A Metaverse Company (“Metaverse”), a leading publicly traded Chinese entertainment company, formerly Starrise Media Holdings Limited, On April 10, 2020, the Company purchased an additional 15% interest in Metaverse in a private transaction from shareholders of Metaverse that are affiliated with the major shareholder of the Company. The Company recorded an additional equity investment of approximately $28.2 million, which is the fair market value of the Metaverse shares on the transaction date on the Stock Exchange of Hong Kong, in exchange for the Company’s common stock of $11.0 million, valued at the date of the issuance of the Common Stock of the Company. The difference in the value of shares received in Metaverse and shares issued by the Company is deemed as contributed capital and recorded in additional paid-in capital. This transaction was also recorded as an equity investment in Metaverse. The Company has accounted for these investments under the equity method of accounting as the Company can exert significant influence over Metaverse with its direct ownership and affiliation with the Company’s majority shareholders. The Company has made an irrevocable election to apply the fair value option under ASC 825-10, Financial Instruments During the years ended March 31, 2022 and March 31, 2021, the Company sold 680,000 shares of Metaverse shares for net proceeds of approximately $12.3 thousand and 8,370,000 of Metaverse shares for net proceeds of approximately $0.8 million, respectively, which resulted in a loss on sale of approximately $1 thousand and $73 thousand, respectively. As of March, 31, 2022 and 2021, the value of our equity investment in Metaverse, using the readily determinable fair value method from the quoted trading price of the Stock Exchange of Hong Kong, was approximately $7.03 million and $6.44 million, respectively, resulting in a change in fair value of approximately $0.59 million for the year ended March 31, 2022. At March 31, 2022, the Company owned 362,307,397 shares or 17% of Metaverse. Equity Investment in Metaverse, a related party transaction On December 27, 2019, the Company entered into, and on February 14, 2020 amended, (see Note 2 - Summary of Significant Accounting Policies On April 10, 2020, the Company entered into another stock purchase agreement (the “April Metaverse Stock Purchase Agreement”) with five (5) shareholders of Metaverse - Bison Global Investment SPC - Bison Global No. 1 SP, Huatai Investment LP, Antai Investment LP, Mingtai Investment LP and Shangtai Asset Management LP, all of which are related parties to the Company to buy - an aggregate of 223,380,000 outstanding Metaverse ordinary shares from them and for the Company to issue to them an aggregate of 29,855,081 shares of its Common Stock as consideration therefor (the “April Metaverse Share Acquisition”). On April 15, 2020, the April Metaverse Share Acquisition was consummated and this transaction was also recorded as an equity investment in Metaverse. Metaverse’s ordinary shares (HK 1616) are listed on the main board of the Stock Exchange of Hong Kong Limited. Based on the closing price of .152 per share on March 31, 2022, calculated at an exchange rate of 7.83 Hong Kong Dollars to 1 US dollar, the market value of Cinedigm’s ownership in Metaverse ordinary shares was approximately $7.03 million. On April 1, 2022, trading of Metaverse’s ordinary shares was halted. (See Note 11) NON-MONETARY TRANSACTIONS During the year ended March 31, 2020, the Company entered into agreements with certain vendors to transfer 5,139,762 and 14,184,765 Metaverse ordinary shares to satisfy outstanding liabilities with these vendors. Upon the sale of the Metaverse shares by the vendors, with certain restrictions on sales unless the Company gave consent to sell, if the proceeds did not satisfy the amount due to the vendor, the Company was liable for the balance owed. Pursuant to such agreements, the Company reduced the amount payable to its vendors by $0.8 million as of March 31, 2021. There were no such transactions during the year ended March 31, 2022. There was no gain or loss resulting from these transactions for the year ended March 31, 2022 and 2021. 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. We record accounts receivable, long-term in connection with activation fees that we earn from our Systems deployments that have extended payment terms. Such accounts receivable are discounted to their present value at prevailing market rate. ADVANCES Advances, which are recorded within prepaid and other current assets on 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 impairment charges for amounts that we expect may not be recoverable as of the consolidated balance sheet date. Impairments and accelerated amortization related to advances were $1.2 million and $0.3 million, for the years ended March 31, 2022 and 2021, respectively. 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 Internal use software 5 years Digital cinema projection systems 10 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 6 years We capitalize costs associated with software developed or obtained for internal use when the preliminary project stage is completed, and it is determined that the software will provide significantly enhanced capabilities and modifications. These capitalized costs are included in property and equipment and include external direct cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with, and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended use. Once the software is ready for its intended use, the costs are amortized over the useful life of the software. Post-configuration training and maintenance costs are expensed as incurred. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the leasehold improvements. Repair and maintenance 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. 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 net cash flows is less than the total carrying value of the asset, 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 years ended March 31, 2022 and 2021, the Company assessed the future performance of titles included in the customer list intangible asset, which resulted in an impairment charge of $2.0 million and $0 was recorded from operations for long-lived assets or finite-lived assets. INTANGIBLE ASSETS Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested annually for impairment or sooner if a triggering event occurs. During the years ended March 31, 2022 and 2021, we recorded an impairment of $2.0 million and $0 for our customer relationships, respectively. Amortization expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows: Trademark 3 years Content Library 3 – 20 years Customer Relationships 5 – 13 years Tradename 2 – 15 years Theatre Relationship 12 years Patents 3 years Supplier Agreements 2 years Intangible Assets 3-4 years Software 10 years The Company’s intangible assets include the following on March 31, 2022: Cost Basis Accumulated Impairment Net Trademark $ 1,925 $ (776 ) $ - 1,149 Content Library 23,685 (20,665 ) - 3,020 Customer Relationships 10,658 (7,327 ) (1,968 ) 1,363 Tradename 2,101 (525 ) - 1,576 Theatre Relationship 550 (550 ) - - Patents 17 (17 ) - - Supplier Agreements 11,430 (11,384 ) - 46 Intangible Assets 10,081 (161 ) - 9,920 Software 3,200 (240 ) - 2,960 Total Intangible Assets $ 63,647 $ (41,645 ) $ (1,968 ) 20,034 The Company’s intangible assets include the following on March 31, 2021: Cost Basis Accumulated Impairment Net Trademark $ 2,839 $ (382 ) $ - 2,457 Content Library 23,148 (20,272 ) - 2,876 Customer Relationships 22,137 (17,610 ) - 4,527 Theatre Relationship 550 (550 ) - - Total Intangible Assets $ 48,674 $ (38,814 ) $ - 9,860 Below is the amortization expense per year for the intangible assets: Total 2023 $ 2,734 2024 2,562 2025 1,730 2026 1,651 2027 1,651 Thereafter 9,706 Total $ 20,034 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 equity investment in Metaverse is in Hong Kong dollars and was translated into US dollars as of March 31, 2022 and 2021 at an exchange rate of 7.8 and 7.8 Hong Kong Dollars to 1 US Dollar, respectively. The fair value of this equity investment is measured by the quoted market price of Metaverse on the Stock Exchange of Hong Kong. The adjustment to fair value of this investment resulted in a gain of $585 and loss of $4,518 for the years ended March 31, 2022 and 2021, respectively. The following tables summarize the levels of fair value measurements of our financial assets and liabilities as of March 31, 2022 and, 2021: As of March 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Equity investment in Metaverse, at fair value $ 7,028 $ — $ — $ 7,028 $ 7,028 $ — $ — $ 7,028 Liabilities: Current portion of earnout consideration on purchase of a business $ — $ — $ 1,081 $ 1,081 Long term portion of earnout consideration on purchase of a business — — 603 603 $ — $ — $ 1,684 $ 1,684 As of March 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 1,000 $ — $ — $ 1,000 Equity investment in Metaverse, at fair value 6,443 — — 6,443 $ 7,443 $ — $ — $ 7,443 Our cash and cash equivalents, accounts receivable, unbilled revenue and accounts payable and accrued expenses are financial instruments and are recorded at cost in the consolidated balance sheets. The estimated fair values of these financial instruments approximate their carrying amounts because of their short-term nature. ASSET ACQUISITIONS An asset acquisition is an acquisition of an asset, or a group of assets, that does not meet the definition of a business. Asset acquisitions are accounted for by using the cost accumulation model whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. 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. The Company has the option to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or to perform the quantitative impairment test. The Company reassessed goodwill impairment on its annual measurement date of March 31, 2022 by performing a qualitative analysis and determined that it was not more likely than not that the fair value of its reporting unit is less than its carrying amount. No goodwill impairment charge was recorded in the years ended March 31, 2022 and 2021. Gross amounts of goodwill and accumulated impairment charges that we have recorded are as follows: (In thousands) Goodwill at March 31, 2021 $ 8,701 Goodwill from business combinations – see Note 4 12,383 Goodwill at March 31, 2022 $ 21,084 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: As of (In thousands) March 31, March 31, Accounts payable $ 34,177 $ 30,111 Amounts due to producers, net 10,430 10,557 Accrued compensation and benefits 3,507 2,995 Accrued taxes (refund) payable (78 ) (99 ) Interest payable - 10 Accrued other expenses 3,989 3,053 Total accounts payable and accrued expenses $ 52,025 $ 46,627 PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets consisted of the following: As of (In thousands) March 31, March 31, Non-trade accounts receivable $ 826 $ 413 Advances 2,117 1,841 Due from producers 1,861 589 Prepaid insurance 169 409 Other prepaid expenses 820 405 Total prepaid and other current assets $ 5,793 $ 3,657 Impairments and accelerated amortization related to advances were $1.2 million and $0.3 million, for the years ended March 31, 2022 and 2021, respectively. REVENUE RECOGNITION Payment terms and conditions vary by customer and typically provide net 30 to 90 day terms. We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less. We have in the past entered into arrangements in connection with activation fees due from our System deployments that had extended payment terms. The outstanding balances on these arrangements are insignificant and hence the impact of significant financing would be insignificant. Cinema Equipment Business We retain ownership of our Systems and the residual cash flows related to the Systems in Phase I Deployment after the end of the 10-year deployment payment period. For certain Phase II Deployment Systems, we do not retain ownership of the residual cash flows and digital cinema equipment in Phase II Deployment after the completion of cost recoupment and at the expiration of the exhibitor master license agreements. The Cinema Equipment Business also provides monitoring, data collection, serial data verification and management services to this segment, as well as to exhibitors who purchase their own equipment, in order to collect virtual print fees (“VPFs”) from motion picture studios and distributors and Alternative Content Fees (“ACFs”) from alternative content providers, and to distribute those fees to theatrical exhibitors (collectively, “Services”). VPFs are earned, net of administrative fees, pursuant to contracts with movie studios and distributors, whereby amounts are payable by a studio to Phase I Deployment and to Phase II Deployment when movies distributed by the studio are displayed on screens utilizing our Systems installed in movie theatres. VPFs are earned and payable to Phase I Deployment based on a defined fee schedule until the end of the VPF term. One VPF is payable for every digital title initially 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 the title first plays for general audience viewing in a digital projector equipped movie theatre. The Phase 1 Deployment’s and Phase 2 Deployments performance obligations for revenue recognition are met at this time. Phase II Deployment’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 II Deployment may no longer collect VPFs once “cost recoupment,” as defined in the contracts with movie studios and distributors, is achieved. Cost recoupment will occur once the cumulative VPFs and other cash receipts collected by Phase II Deployment 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.” The Company evaluated the constraining estimates related to the variable consideration, that it is not probable to conclude at this point in time that a significant reversal in the amount of cumulative revenue recognized will occur when the uncertainty associated with the variable consideration is subsequently resolved. Under the terms of our standard cinema equipment licensing agreements, exhibitors will continue to have the right to use our Systems through the end of the term of the licensing agreement, after which time, they have the option to: (1) return the Systems to us; (2) renew their license agreement for successive one-year terms; or (3) purchase the Systems from us at fair market value. As permitted by these agreements, we typically pursue the sale of the Systems to such exhibitors. Cinedigm recognizes revenue once the customer takes possession of the Systems and Cinedigm received the sale proceeds. Such sales were originally contemplated as the conclusion of the digital cinema deployment plan. Total system sales executed was $6.1 million and $6.7 million, during the year ended March 31, 2022 and 2021, respectively. Revenues earned in connection with up front exhibitor contributions are deferred and recognized over the expected cost recoupment period. Exhibitors who purchased and own Systems using their own financing in Phase II of the Cinema Equipment Business 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 II Deployment Systems and for Systems installed by CDF2 Holdings, a related party, (See Note 3 - Other Interests The Cinema Equipment Business 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 related to the collection and remittance of the VPF’s and the performance obligation is satisfied at that time the related VPF fees are due which is at the time the movies are displayed on screens utilizing our Systems installed in movie theatres. The service fees are recognized as a point in time revenue when the corresponding VPF fees are due from the movie studios and distributors. Content & Entertainment Business CEG earns fees for the distribution of content in the home entertainment markets via several distribution channels, including digital, video on demand (“VOD” or “OTT Streaming and Digital”), and physical goods (e.g., DVDs and Blu-ray Discs) (“Physical Revenue” or “Base Distribution Business”). Fees earned are typically a percentage based on the net amounts received from our customers. Depending upon the nature of the agreements with the platform and content providers, the fee rate that we earn varies. The Company’s performance obligations include the delivery of content for transactional, subscription and ad supported/free ad-supported streaming TV (“FAST”) on the digital platforms, and shipment of DVDs and Blu-ray Discs. Revenue is recognized at the point in time when the content is available for subscription on the digital platform (the company’s digital content is considered functional IP), at the time of shipment for physical goods, or point-of-sale for transactional and VOD services as the control over the content or the physical title is transferred to the customer. The Company considers the delivery of content through various distribution channels to be a single performance obligation. Physical revenue from the sale of physical goods is recognized after deducting the reserves for sales returns and other allowances, which are accounted for as variable consideration. Reserves for potential sales returns of physical goods 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. 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 are 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. The Company follows the five-step model established by ASC 606 when preparing its assessment of revenue recognition Principal Agent Considerations Revenue earned by our CEG business from the delivery of digital content and physical goods may be recognized gross or net depending on the terms of the arrangement. We determine whether revenue should be reported on a gross or net basis based on each revenue stream. Key indicators that we use in evaluating gross versus net treatment include, but are not limited to, the following: ● which party is primarily responsible for fulfilling the promise to provide the specified good or service; and ● which party has discretion in establishing the price for the specified good or service. Shipping and Handling Shipping and handling costs are incurred to move physical goods (e.g., DVDs and Blu-ray Discs) to customers. We recognize all shipping and handling costs as an expense in cost of goods sold because we are responsible for delivery of the product to our customers prior to transfer of control to the customer. Credit Losses 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 CEG 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. Reserves for product returns and other allowances is variable consideration as part of the transaction price. If actual future returns and allowances differ from past experience, adjustments to our allowances may be required. 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. Contract Liabilities We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment, and we record deferred revenue (contract liability) when cash payments are received or due in advance of our performance, even if amounts are refundable. Deferred revenue pertaining to our Content & Entertainment Business includes amounts related to the sale of DVDs with future release dates. Deferred revenue relating to our Cinema Equipment Business pertains to revenues earned in connection with up front exhibitor contributions that are deferred and recognized over the expected cost recoupment period. It also includes unamortized balances in connection with activation fees due from the Systems deployments that have extended payment terms. The ending deferred revenue balance, including current and non-current balances, as of March 31, 2022 was $0.2 million. For the year ended March 31, 2022, the additions to our deferred revenue balance were primarily due to cash payments received or due in advance of satisfying performance obligations, while the reductions to our deferred revenue balance were primarily due to the recognition of revenue upon fulfillment of our performance obligations, both of which were in the ordinary course of business. For year ended March 31, 2022 and March 31, 2021, there was $11,792,210 and $14,433,054, respectively, included in accounts payable that represents a refund liability, a portion or all of which may be recognized as revenue upon completion of audit periods. During the year ended March 31, 2022, $813 thousand of revenue was recognized that was included in the deferred revenue balance at the beginning of the year. During the year ended March 31, 2022, $3.9 million of revenue was recognized that was included in the accounts payable balance as constrained variable consideration at the beginning of the year. The Company recognized the revenue related once the uncertainty associated with the variable consideration was resolved. Participations and royalties payable When we use third parties to distribute company owned content, we record participations payable, which represent amounts owed to the distributor under revenue-sharing arrangements. When we provide content distribution services, we record accounts payable and accrued expenses to studios or content producers 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. Disaggregation of Revenue The Company disaggregates revenue into different revenue categories for the Cinema Equipment and CEG Businesses. The Cinema Equipment Business revenue categories are: Phase I Deployment revenue, Phase II Deployment revenue, Services, and Digital System Sales, and the Content & Entertainment Business revenue categories are: Base Distribution Business and OTT Streaming and Digital. The following tables present the Company’s revenue categories for the years ended March 31, 2022 and 2021 (in thousands): Year Ended 2022 2021 Cinema Equipment Business: Phase I Deployment $ 654 $ 552 Phase II Deployment 4,810 1,531 Services 1,428 539 Digital System Sales 11,267 600 Total Cinema Equipment Business revenue $ 18,159 $ 3,222 Content & Entertainment Business: Physical Goods $ 10,447 $ 10,230 OTT Streaming and Digital 27,448 17,967 Total Content & Entertainment Business revenue $ 37,895 $ 28,197 Concentrations For the fiscal year ended March 31, 2022, two customers, Amazon and Distribution Solutions each represented 18% and 25% respectively of CEG’s revenues and approximately 6% and 8%, respectively, of our consolidated revenues. For the fiscal year ended March 31, 2021, Amazon and Distribution Solutions represented 15% and 22% respectively of CEG’s revenues and approximately 9% and 13%, respectively, of our consolidated Revenues. DIRECT OPERATING COSTS Direct operating costs consist of operating costs such as cost of revenue, fulfillment expenses, shipping costs, property taxes and insurance on Systems, royalty expenses, impairments of advances, and marketing and direct personnel costs. STOCK-BASED COMPENSATION The Company issues stock-based awards to employees and non-employees, generally in the form of restricted stock, restricted stock units, stock appreciation rights and performance stock units. The Company accounts for its stock-base |
Other Interests
Other Interests | 12 Months Ended |
Mar. 31, 2022 | |
Disclosure of Other Interests [Abstract] | |
OTHER INTERESTS | 3. 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, 2022 and March 31, 2021, 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 was $0.8 million and $0.3 million as of March 31, 2022 and March 31, 2021, respectively, which are included in accounts receivable, net on the accompanying consolidated balance sheets. The accompanying Consolidated Statements of Operations include $0.8 million and $128 thousand of digital cinema servicing revenue from CDF2 Holdings for the year ended March 31, 2022 and 2021, respectively. Total Stockholders’ Deficit of CDF2 Holdings at March 31, 2022 and March 31, 2021 was $55.6 million and $46.3 million, respectively. We have no obligation to fund the operating loss or the stockholders’ deficit beyond our initial investment of $2.0 million and, accordingly, our investment in CDF2 Holdings as of March 31, 2022 and March 31, 2021 is carried at $0. Majority Interest in CONtv We own an 85% interest in CON TV, LLC, a worldwide digital network that creates original content, and sells and distributes on-demand digital content on the Internet and other consumer digital distribution platforms, such as gaming consoles, set-top boxes, handsets, and tablets. Investment in Roundtable On March 15, 2022, the Company entered into a stock purchase agreement with Roundtable Entertainment Holdings, Inc. (“Roundtable”) pursuant to which the Company purchased 500 shares of Roundtable Series A Preferred Stock and warrants to purchase 100 shares of Roundtable Common Stock (together, the “Roundtable Securities”). The Company paid the purchase price for the Roundtable Securities by issuing to Roundtable 316,937 shares of Common Stock is based on the closing price of the company on the date of the purchase. The Company recorded $0.2 million for the purchase of the Roundtable Securities which is included in other long-term assets on the consolidated balance sheet. The investment in the Roundtable Securities was made in connection with a proposed collaboration with Roundtable regarding production and distribution of streaming content including the launch of high profile branded enthusiast streaming channels. |
Business Combinations
Business Combinations | 12 Months Ended |
Mar. 31, 2022 | |
Disclosure of Asset Acquistion [Abstract] | |
BUSINESS COMBINATIONS | 4. BUSINESS COMBINATIONS FoundationTV, Inc. On May 12, 2021, the Company entered into a stock purchase agreement (the “Foundation Stock Purchase Agreement”) with FoundationTV, Inc. (“FoundationTV”), to buy all of FoundationTV´s issued and outstanding stock in consideration of an aggregate of $5.2 million, of which $0.7 million was paid in cash and 1,483,129 shares of Common Stock, which were valued at $2.5 million, were issued at closing stock price of $1.69 on the closing date of June 9, 2021, and an additional $2.0 million will be paid in eight equal installments of one installment on each six month anniversary of closing over forty-eight months, and a final lump sum payment of $225 thousand on the four year anniversary of the closing, reduced by $0.2 million settlement of a prior relationship. The Foundation Stock Purchase Agreement contained certain conditions to closing, including that the Company obtain approval of its stockholders, applicable lenders, and regulatory authorities, as applicable, and representations and warranties and covenants as are customary for transactions of this type. On June 9, 2021, the FoundationTV acquisition was consummated. The Company incurred transaction costs of $36 thousand during the year ended March 31, 2022. As of March 31, 2022, the deferred consideration initially measured by bringing to present value the agreed-upon cash payments discounted by a 3% rate, includes a $0.5 million short-term payable and a long-term payable for $1.5 million. FoundationTV is included as a part of the Content & Entertainment segment. Purchase Price Purchase Price $ 5,237 Total purchase price $ 5,237 Allocation of purchase price Developed technology 3,200 Deferred tax liability (888 ) Goodwill 2,925 Total allocation of purchase price $ 5,237 The developed technology acquired in this transaction has a useful life of 10 years. During the year ended March 31, 2022, the Company recorded $240 thousand in amortization expense related to the developed technology acquired in the acquisition. Below is the amortization expense per year for the developed technology acquired in the business combination: 2023 $ 320 2024 320 2025 320 2026 320 2027 320 2028 320 2029 320 2030 320 2031 320 2032 80 Total $ 2,960 Bloody Disgusting, LLC On September 17, 2021, the Company entered into an asset purchase agreement (the “Bloody Disgusting Asset Purchase Agreement”) with Bloody Disgusting, LLC (“Bloody Disgusting”), to buy substantially all of the assets of Bloody Disgusting, in consideration of an aggregate of $7.8 million, of which $4.0 million was paid in cash and 1,039,501 shares of Common Stock, which were valued at $2.3 million, were issued at closing stock price of $2.23 on the closing date of September 17, 2021, and $1.7 million as of the fair value of the earnout liability, related to earnout targets, as defined, to be met as of March 2022, March 2023 and March 2024. The fair value of the earnout liability was estimated considering the weighted probability of scenarios on the earnout metrics possible outcomes during the earnout period. The Bloody Disgusting Asset Purchase Agreement contained certain conditions to closing and representations and warranties and covenants as are customary for transactions of this type. On September 17, 2021, the Bloody Disgusting acquisition was consummated. Bloody Disgusting, LLC is included as a part of the Content & Entertainment segment. Purchase Price Purchase Price $ 7,780 Total purchase price $ 7,780 Allocation of purchase price Current assets 9 Advertiser relationships 3,750 Trade name 1,100 Goodwill 2,921 Total allocation of purchase price $ 7,780 The advertiser relationships acquired in this transaction has a useful life of 12 years and the trade name acquired has a useful life of 10 years. During the year months ended March 31, 2022, the Company recorded $211 thousand in amortization expense related to the intangible assets acquired. Below is the amortization expense per year for the intangible assets acquired in the business combination: Advertiser Trade Total 2023 $ 313 $ 110 $ 423 2024 313 110 423 2025 313 110 423 2026 313 110 423 2027 313 110 423 2028 313 110 423 2029 313 110 423 2030 313 110 423 2031 313 110 423 2032 313 55 368 2033 313 — 313 2034 151 — 151 Total 3,594 1,045 $ 4,639 DMR The Company entered into an Equity Purchase Agreement among the Company, and David Chu, Augustine Hong, Helen Hong, Michael Hong, Justin Lee, Steven Park, and Kingsoon Ong (collectively, the “Sellers”) and David Chu as representative of the Sellers (the “DMR Agreement”) to acquire all of the outstanding membership interests of Asian Media Rights, LLC d/b/a Digital Media Rights (“DMR”), a diversified specialty streaming, advertising, and content distribution company with significant expertise in building audiences for global content in North America (the “Transaction”). On March 25, 2022, the Company executed the Amended and Restated Equity Purchase Agreement (the “A&R DMR Agreement”) among the Company, the Sellers and David Chu as representative of the Sellers that amended and restated the DMR Agreement. Pursuant to the A&R DMR Agreement, the purchase price for the Transaction is $14,794,000 , subject to working capital and other adjustments, consisting of (1) $8,000,000 in cash paid at the closing of the Transaction and (ii) $8,400,000 paid, at the Company’s option, in either cash or Common Stock at its then market value, as follows: (a) $3,000,000 on the first anniversary of the closing of the Transaction, (b) $3,000,000 on the second anniversary of the closing of the Transaction, and (c) $2,400,000 on the third anniversary of the closing of the Transaction. DMR is included as a part of the Content & Entertainment segment. Purchase Price Purchase Price $ 14,794 Total purchase price $ 14,794 Allocation of purchase price Cash and cash equivalents 862 Accounts receivable 1,531 Prepaid expense 55 Other receivables 3 Right of use asset - operating 841 Furniture & fixtures 6 Computers and related equipment 28 Deposits 43 Channel & platform 6,300 Content rights 299 Investment in Kor TV 300 Goodwill 6,537 Short term liabilities (1,450 ) Long term liabilities (561 ) Total allocation of purchase price $ 14,794 The content library acquired in this transaction has a useful life of 13 years and channel acquired has a useful life of 13 years. During the year ended March 31, 2022, the Company recorded $0 in amortization expense related to the intangible assets acquired. Below is the amortization expense per year for the intangible assets acquired in the business combination: Content Library Channel Total 2023 $ 23 $ 485 $ 508 2024 23 485 508 2025 23 485 508 2026 23 485 508 2027 23 485 508 2028 23 485 508 2029 23 485 508 2030 23 485 508 2031 23 485 508 2032 23 485 508 2033 23 485 508 2034 23 485 508 2035 23 480 503 Total $ 299 $ 6,300 $ 6,599 Combined The amounts of revenue and net loss for the acquired companies included in the Company's consolidated statement of operations for the period ending in March 31, 2022 are as follows: (In thousands) Total 2022 Revenue $ 1,319 Net Loss $ (133 ) The unaudited proforma information in the table below summarizes the combined results of operations for the Company and its acquisitions of Foundation TV, Inc., Bloody Disgusting, LLC and DMR as if these acquisitions had been included in the consolidated results of the Company since April 1, 2020 for the each of the two entire years ended March 31, 2022 and 2021: (In thousands) Proforma 2022 2021 Revenue $ 64,158 $ 39,513 Net Income (Loss) $ 945 $ (53,570 ) |
Notes Payable
Notes Payable | 12 Months Ended |
Mar. 31, 2022 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 5. NOTES PAYABLE Notes payable consisted of the following: March 31, 2022 March 31, 2021 (In thousands) Current Long Term Current Long Term Prospect Loan $ — $ — $ 7,786 $ — Total non-recourse notes payable — — 7,786 — Total non-recourse notes payable, net of unamortized debt issuance costs and debt discounts $ — $ — $ 7,786 $ — Credit Facility — — 1,956 — PPP Loan — — — 2,152 Total recourse notes payable — — 1,956 2,152 Less: Unamortized debt issuance costs and debt discounts — — — — Total recourse notes payable, net of unamortized debt issuance costs and debt discounts $ — $ — $ 1,956 $ 2,152 Total notes payable, net of unamortized debt issuance costs $ — $ — $ 9,742 $ 2,152 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. Prospect Loan In February 2013, our subsidiaries Cinedigm DC Holdings, LLC (“CDCH”), Access Digital Media, Inc (“AccessDM”) and Access Digital Cinema Phase 2, Corp. (“Phase 2 DC”) entered into a term loan agreement (the “Prospect Loan” or the “Term Loan Agreement”) with Prospect Capital Corporation (“Prospect”), pursuant to which CDCH borrowed $70.0 million. The Prospect Loan included interest at LIBOR plus 9.0% (with a 2.0% LIBOR floor), which was payable in cash, and at an additional 2.50% accrued as an increase to the aggregate principal amount of the Prospect Loan until the Prospect Loan was paid off, at which time all accrued interest became payable in cash. Collections of CDCH accounts receivable were 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 there was excess cash flow, it was used for prepayment of the Prospect Loan. We also maintained a debt service fund under the Prospect Loan for future principal and interest payments. As of March 31, 2022, and March 31, 2021, the debt service fund had a balance of $0 and $1.0 million, respectively, which was classified as part of restricted cash on our Consolidated Balance Sheets. On March 4, 2021, CDCH, AccessDM, Phase 2 DC, Christie/AIX, Inc., Cinedigm Digital Funding I, LLC, certain Lenders, and Prospect Capital Corporation, as administrative agent and collateral agent, entered into Amendment No. 3 (the “Prospect Amendment”) to the Term Loan Agreement. Under the Prospect Amendment, the maturity date of the loan under the Term Loan Agreement was extended to March 31, 2022. As a condition to the effectiveness of the Amendment, CDCH paid $3,500,000 to Prospect to reduce the outstanding principal amount of the Loan. The Prospect Loan was 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 was also guaranteed by AccessDM and Phase 2 DC. We provided limited financial support to the Prospect Loan not to exceed $1.5 million per year in the event financial performance did not meet certain defined benchmarks. The Prospect Loan contained customary representations, warranties, affirmative covenants, negative covenants and events of default. Upon a series of payments between April 30 and July 9, 2021, the Company paid in full the Prospect Loan outstanding non-recourse debt amount by paying an aggregate principal amount of $7.8 million. Pre-payment of the Prospect Loan was permissible without penalty. The following table summarizes the activity related to the Prospect Loan: As of (In thousands) March 31, 2022 March 31, Prospect Loan, at issuance $ 70,000 $ 70,000 PIK Interest 8,016 6,397 Payments to date (78,016 ) (68,611 ) Prospect Loan, gross $ — $ 7,786 Less unamortized debt issuance costs and debt discounts — — Prospect Loan, net — 7,786 Less current portion — (7,786 ) Total long term portion $ — $ — Bison Convertible Note The Bison Convertible Note had a term ending on March 4, 2021, and bears interest at 5% per annum. The principal was due on March 4, 2021, in cash or in shares of Common Stock, or a combination of cash and Common Stock, at the Company’s option. The Bison Convertible Note was convertible at the Company’s option, at any time prior to payment in full of the principal balance and all accrued interest of the note, to convert this note in whole or in part, into fully paid and nonassessable shares of the Company’s Class A common stock. On September 11, 2020, Bison Global converted the Bison Convertible Note in full into an aggregate of 6,666,667 shares of Common Stock at a conversion price of $1.50 per share. Accordingly, the Bison Convertible Note has been extinguished. In accordance with ASC 470, the Company recognized a loss on extinguishment of $285 thousand related to unamortized debt issuance costs for the nine months ended December 31, 2020. Credit Facility and Cinedigm Revolving Loans On March 30, 2018, the Company entered into the Loan, Guaranty and Security Agreement, dated as of March 30, 2018, by and between the Company, East West Bank and the Guarantors named therein (the “Credit Facility”) for a maximum of $19.0 million in revolving loans outstanding at any one time with a maturity date of March 31, 2020, which may be extended for two successive one-year periods at the sole discretion of the lender, subject to certain conditions. Interest under the Credit Facility is due monthly at a rate elected by the Company of either 0.5% plus Prime Rate or 3.25% above LIBOR Rate established by the lender. On July 3, 2019, the Company entered into an amendment to the Credit Facility (the “EWB Amendment”). The EWB Amendment reduced the size of the facility to $18.0 million, required certain prepayments and daily cash sweeps from collections of receivables to be made, changed in certain respects how the borrowing base is calculated, and extended the maturity date to June 30, 2020. In connection with the EWB Amendment, three of our subsidiaries became Guarantors under the Credit Facility. On June 25, 2020, the Company and East West Bank amended the Credit Facility to extend the maturity of the Credit Facility to June 30, 2021 and waive events of default provisions. On June 22, 2021, the maturity date of the Credit Facility was extended to September 28, 2021. During this extension period, unless an amendment had been entered into, we were not able to access any additional borrowings under the Credit Facility. The September 28, 2021 expiration date has passed and the agreement was not extended. As of March 31, 2022 and March 31, 2021, there was $0 and $2.0 million outstanding, respectively. PPP Loan On April 15, 2020, the Company received $2.2 million from East West Bank, the Company’s existing lender, pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan matures on April 10, 2022 (the “PPP Maturity Date”), accrues interest at 1% per annum and may be prepaid in whole or in part without penalty. No interest payments are due within the initial six months of the PPP Loan. The interest accrued during the initial six-month period is due and payable, together with the principal, on the PPP Maturity Date. The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make lease and utility payments to support business continuity throughout the COVID-19 pandemic, which amounts were intended to be eligible for forgiveness, subject to the provisions of the CARES Act, and could be subject to repayment. On July 7, 2021, the Company received notification from the lender that the U.S. Small Business Administration had approved the Company’s PPP Loan forgiveness application for the entire PPP Loan amount and accrued interest effective June 30, 2021. For the year ended March 31, 2022, the Company recognized a gain on extinguishment of note payable of $2,178 in the statement of operations for the forgiveness of PPP loan principal and interest. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | 6. STOCKHOLDERS’ EQUITY (DEFICIT) COMMON STOCK Authorized Common Stock On October 11, 2021, the Company filed a Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation, pursuant to which the number of shares of Common Stock authorized for issuance was increased to 275,000,000 shares. During the year ended March 31, 2022, the Company issued 9,085,016 shares of Common Stock which consist of the sale of shares of our Common Stock, issuance of Common Stock for business combinations, the issuances of Common Stock in payment of preferred stock dividends and in payment of board retainer fees, and the issuance of Common Stock as payment pursuant to a Stock Purchase Agreement (See Note 3). PREFERRED STOCK Cumulative dividends in arrears on preferred stock were $0.1 million and $0.1 million as of March 31, 2022 and March 31, 2021, respectively. In May 2021 and October 2021, we paid preferred stock dividends in arrears in the form of 53,278 and 102,697 shares of Common Stock, respectively. TREASURY STOCK We have treasury stock, at cost, consisting of 1,315,851 and 1,313,836 shares of Common Stock at March 31, 2022 and March 31, 2021, respectively. CINEDIGM’S EQUITY INCENTIVE PLANS Stock Based Compensation Awards Awards issued under our 2000 Equity Incentive Plan (the “2000 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 2000 Plan provides for the granting of incentive stock options (“ISOs”) with exercise prices not less than the fair market value of our 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 Common Stock on the date of grant. ISOs and non-statutory stock options granted under the 2000 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. On November 1, 2017, upon the consummation of the initial equity investment in Cinedigm by Bison, as a result of which there was a change of control of the Company, all stock options (incentive and non-statutory) and shares of restricted stock were vested immediately and the options became fully exercisable. In connection with the grants of stock options and shares of restricted stock under the 2000 Plan, we and the participants have executed stock option agreements and notices of restricted stock awards setting forth the terms of the grants. The 2000 Plan provided for the issuance of up to 2,380,000 shares of Common Stock to employees, outside directors and consultants. As of March 31, 2022, there were 217,337 stock options outstanding in the 2000 Plan with weighted average exercise price of $14.49 and a weighted average contract life of 1.54 years. As of March 31, 2021, there were 261,587 shares pursuant to stock options outstanding in the Plan with weighted average exercise price of $14.99 and a weighted average contract life of 2.11 years. A total of 44,000 options expired and 250 options forfeited during the year ended March 31, 2022. Options outstanding under the 2000 Plan as of March 31, 2022 is as follows: As of March 31, 2022 Range of Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value $7.40 5,000 3.25 $ 7.40 $ — $14.00 - $24.40 212,337 1.50 14.65 — 217,337 $ — An analysis of all options exercisable under the 2000 Plan as of March 31, 2022 is presented below: Options Exercisable Weighted Average Weighted Average Aggregate Intrinsic Value 217,337 1.54 $ 14.49 — In August 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan). The 2017 Plan replaced the 2000 Plan, and applies to employees and directors of, and consultants to, the Company. The 2017 Plan provided for the issuance of up to 2,108,270 shares of Common Stock, in the form of various awards, including stock options, stock appreciation rights, stock, restricted stock, restricted stock units, performance awards and cash awards. The Compensation Committee of the Company’s Board of Directors (the “Board”) is authorized to administer the 2017 Plan and make grants thereunder. The approval of the 2017 Plan did not affect awards already granted under the 2000 Plan. On December 4, 2019, upon shareholder approval, the 2017 Plan was amended to increase the maximum number of shares of Common Stock authorized for issuance thereunder from 2,108,270 shares to 4,098,270. On October 23, 2020, the Company amended its 2017 Plan to increase the number of shares authorized for issuance thereunder from 4,098,270 to 14,098,270. On October 11, 2021, the Company amended its 2017 Plan to increase the number of shares authorized for issuance thereunder from 14,098,270 to 18,098,270. During the year ended March 31, 2022, the Company granted 2,025,250 stock appreciation rights (“SARs”). The SARs were granted under the 2017 Plan, except for 600,000 SARs granted to an officer of the Company as an inducement grant. All SARs issued have an exercise price equal to the fair value of the Company’s Common Stock on the date of grant and a maturity date of 10 years. The SARs were valued on the grant date utilizing an option pricing model, as follows: Grant Date: May 23, 2021 – November 30, 2021 Maturity Date: May 23, 2031 – November 30, 2031 Exercise price: $1.29 - $2.56 Volatility: 94.56% - 114.42% Discount rate: 0.96% - 1.63% Expected term: 6 – 6.5 years Stock appreciation rights outstanding under the 2017 Plan as of March 31, 2022 is as follows: As of March 31, 2022 Range of Prices SARs Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value $0.54 - $0.74 5,550,000 8.74 $ 0.62 $ 1,208 $1.16 - $1.47 2,283,610 7.90 1.37 — $1.71 - $2.10 2,455,738 8.91 1.97 — $2.23 - $2.56 604,250 9.60 2.32 — 10,893,598 $ 1,208 An analysis of all stock appreciation rights exercisable under the 2017 Plan as of March 31, 2022 is presented below: SAR Exercisable Weighted Average Weighted Average Aggregate Intrinsic Value 2,521,323 7.01 $ 1.14 158 Total SARs outstanding are as follows: Year SARs Outstanding March 31, 2021 9,154,933 Issued 2,025,250 Forfeited (286,585 ) Total SARs Outstanding March 31, 2022 10,893,598 In addition, in during the year ended March 31, 2022, the Company granted performance stock unit awards under the 2017 Plan to employees of the Company that vest upon certain performance goals being achieved. Upon vesting the award shares are issued to the employee. Following is the activity for performance stock unit awards: Shares Weighted Average Grant Date Fair Value Unvested balance at April 1, 2021 - $ Granted 1,317,554 $ 1.25 Vested (621,275 ) $ 1.25 Unvested balance at March 31, 2022 696,280 $ 1.25 During the year ended March 31, 2022, 366,056 shares were issued for vested awards and 255,219 are to be issued as of March 31, 2022. Employee and director stock-based compensation expense related to our stock-based awards was as follows: Year Ended (In thousands) 2022 2021 Selling, general and administrative $ 5,487 $ 2,892 $ 5,487 $ 2,892 There was $1 and $5 thousand of stock-based compensation recorded for the year ended March 31, 2022 and 2021, respectively, related to employees’ restricted stock awards. There was $386 thousand and $293 thousand of stock-based compensation for the year ended March 31, 2022 and 2021, respectively, related to board of directors. During the year ended March 31, 2022, the Company issued 280,690 restricted shares to non-employee directors. OPTIONS GRANTED OUTSIDE CINEDIGM’S EQUITY INCENTIVE PLAN In October 2013, we issued options outside of the 2000 Plan to 10 individuals who became employees as a result of a business combination. The employees received options to purchase an aggregate of 62,000 shares of our Common Stock at an exercise price of $17.50 per share. The options were fully vested as of October 2017 and expire 10 years from the date of grant, if unexercised. As of March 31, 2022, 12,500 of such options remained outstanding. WARRANTS The following table presents information about outstanding warrants to purchase shares of our Common Stock as of March 31, 2022. All of the outstanding warrants are fully vested and exercisable. Recipient Amount Expiration Exercise price 5-year Warrant issued to Bison Entertainment and Media Group(“ BEMG”) in connection with a term loan agreement 1,400,000 December 2022 $ 1.80 Warrants for the purchase of 298,519 shares of Common Stock expired unexercised during the year ended March 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES We operate from leased properties under non-cancelable operating lease agreements, certain of which contain escalating lease clauses. The Company leases office space under an operating lease. The Company’s portfolio of leases is primarily related to real estate and since most of our leases do not provide a readily determinable implicit rate, the Company estimated its incremental borrowing rate to discount the lease payments based on information available at either the implementation date of Topic 842 or at lease commencement for leases entered into thereafter. The table below presents the lease-related assets and liabilities recorded on the balance sheet as of March 31, 2022 and March 31, 2021: (In thousands) Classification on the Balance Sheet March 31, 2022 March 31, Assets Noncurrent Operating lease right-of-use asset $ 749 $ 100 Liabilities Current Operating leases – current portion 258 87 Noncurrent Operating leases – long-term portion 491 13 Total operating lease liabilities $ 749 $ 100 The weighted average life remaining is 35 months and the weighted average interest rate 3.38%. Lease Costs The table below presents certain information related to lease costs for leases: Year Ended Year Ended (In thousands) March 31, March 31, Operating lease cost $ 125 $ 195 Total lease cost $ 125 $ 195 Other Information The table below presents supplemental cash flow information related to leases: Year Ended Year Ended (In thousands) March 31, March 31, Cash paid for amounts included in the measurement of lease liabilities 83 197 Operating cash flows used for operating leases $ 83 $ 197 Distribution arrangement minimum guaranty On September 1, 2021 the Company extended a video works distribution arrangement providing a non-refundable and fully-recoupable advance minimum participation guaranty for a total amount of $3.5 million, where $1.5 million is payable no later than November 1, 2021, $1.0 million at the first year anniversary of the arrangement and $0.9 million on the second-year anniversary of the arrangement. These payments are subject to the selection of video works released by the Company whose initial commercial date occurs during the arrangement year. The Company paid the first advance on October 22, 2021. Hyde Park Agreement On January 5, 2022, the Company entered into a letter agreement with Hyde Park Entertainment, Inc. (“Hyde Park”), pursuant to which the Company and Hyde Park are collaborating on the development, production and/or distribution of a project based on the novel Audition |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information and Disclosure of Non-Cash Investmenting an Financing Activity | 12 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION AND DISCLOSURE OF NON-CASH INVESTMENTING AN FINANCING ACTIVITY | 8. SUPPLEMENTAL CASH FLOW INFORMATION AND DISCLOSURE OF NON-CASH INVESTMENTING AN FINANCING ACTIVITY Year Ended (In thousands) 2022 2021 Cash interest paid $ 780 $ 4,052 Income taxes paid 79 232 Accrued dividends on preferred stock - 89 Issuance of Class A common stock for payment of preferred stock dividends 354 356 Issuance of Class A common stock to Metaverse, a related party - 11,046 Contributed capital under the Metaverse transaction, a related party - 17,187 Settlement of second lien loan with Class A common stock - 6,485 Conversion of note payable - 15,067 Class A common stock to be issued in connection with the asset acquisition - 2,905 Metaverse shares used to pay down vendors - 897 Issuance of Class A common stock for business combination 4,825 - Deferred consideration in purchase of a business 8,987 - Earnout consideration in purchase of a business 1,461 - Treasury shares acquired for withholding taxes 5 - |
Segment Information
Segment Information | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 9. SEGMENT INFORMATION We operate in two reportable segments: Cinema Equipment Business and Content & Entertainment Business. 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 CODM to evaluate performance, which is generally the segment’s operating income (loss) before depreciation and amortization. Operations of: Products and services provided: Cinema Equipment Business Financing vehicles and administrators for 696 Systems installed nationwide in our first deployment phase (“Phase I Deployment”) to theatrical exhibitors and for 2,147 Systems installed domestically and internationally in our second deployment phase (“Phase II Deployment”). We retain ownership of the Systems and the residual cash flows related to the Systems in Phase I Deployment after the repayment of all non-recourse debt at the expiration of exhibitor master license agreements. For certain Phase II Deployment Systems, we do not retain ownership of the residual cash flows and digital cinema equipment in Phase II Deployment after the completion of cost recoupment and at the expiration of the exhibitor master license agreements. The Cinema Equipment Business segment also provides monitoring, collection, verification and management services to this segment, as well as to exhibitors who purchase their own equipment, and also collects and disburses VPFs from motion picture studios, distributors and ACFs from alternative content providers, movie exhibitors and theatrical exhibitors (collectively, “Services”). Content & Entertainment Business Leading independent streaming company of content and channels. We collaborate with producers and other content owners to market, source, curate and distribute independent content to targeted and under-served audiences in theatres and homes, and via mobile and emerging platforms. The following tables present certain financial information related to our reportable segments and Corporate: As of March 31, 2022 (In thousands) Intangible Goodwill Total Notes Notes Operating Cinema Equipment Business $ — $ — $ 24,445 $ — $ — $ — Content & Entertainment Business 19,946 21,084 68,873 — — — Corporate 88 - 11,318 — — 749 Total $ 20,034 $ 21,084 $ 104,636 $ — $ — $ 749 As of March 31, 2021 (In thousands) Intangible Goodwill Total Notes Notes Operating Cinema Equipment Business $ — $ — $ 13,169 $ 7,786 $ — $ 1 Content & Entertainment Business 9,858 8,701 42,733 — — 69 Corporate 2 — 19,544 — 4,108 30 Total $ 9,860 $ 8,701 $ 75,446 $ 7,786 $ 4,108 $ 100 Statements of Operations Year Ended March 31, 2022 (in thousands) Cinema Content & Entertainment Corporate Consolidated Revenues $ 18,159 $ 37,895 $ - $ 56,054 Direct operating (exclusive of depreciation and amortization shown below) 687 20,207 - 20,894 Selling, general and administrative 1,890 13,935 14,211 30,036 Allocation of corporate overhead 560 3,752 (4,312 ) - Provision for (recovery of) doubtful accounts (485 ) - - (485 ) Intangible Impairment - 1,968 - 1,968 Depreciation and amortization of property and equipment 1,160 571 3 1,734 Amortization of intangible assets - 2,830 2 2,832 Total operating expenses 3,812 43,263 9,904 56,979 Income (loss) from operations $ 14,347 $ (5,368 ) $ (9,904 ) $ (925 ) The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: (In thousands) Cinema Equipment Business Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ — $ — Selling, general and administrative — 1,034 4,453 5,487 Total stock-based compensation $ — $ 1,034 $ 4,453 $ 5,487 Statements of Operations Year Ended March 31, 2021 (in thousands) Cinema Content & Entertainment Corporate Consolidated Revenues $ 3,222 $ 28,197 $ — $ 31,419 Direct operating (exclusive of depreciation and amortization shown below) 683 15,420 — 16,103 Selling, general and administrative 2,277 9,798 9,917 21,992 Allocation of corporate overhead 586 3,872 (4,458 ) — Provision for (recovery of) doubtful accounts (121 ) (1 ) — (122 ) Depreciation and amortization of property and equipment 3,916 461 27 4,404 Amortization and impairment of intangible assets 23 2,488 4 2,515 Total operating expenses 7,364 32,038 5,490 44,892 Income (loss) from operations $ (4,142 ) $ (3,841 ) $ (5,490 ) $ (13,473 ) The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Cinema Content & Corporate Consolidated Direct operating $ — $ — $ — $ — Selling, general and administrative — 264 2,628 2,892 Total stock-based compensation $ — $ 264 $ 2,628 $ 2,892 |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES We recorded income tax (benefit) of $(0.8) million from operations and an income tax (benefit) of $(0.3) million for the years ended March 31, 2022 and 2021, respectively. For the year ended March 31, 2022, the $(0.8) income tax benefit primarily related to a net change of deferred tax liability resulted from the finalization of the acquisition of Foundation TV. The deferred tax liability was offset by a release of the Company’s valuation allowance. The Company also recorded income tax expense of $0.1, which was mainly related to taxable income at the state level and timing differences related to fixed asset depreciation. The income tax benefit for the year ended March 31, 2021 was mainly related to changes in estimates from the timing of the income tax provision to the income tax return filings, related to state income tax expense. The following table presents the components of income tax benefit (expense): For the Fiscal Year (In thousands) 2022 2021 Federal: Current $ — $ — Deferred 672 — Total federal 672 — State: Current (100 ) 315 Deferred 216 — Total State 116 315 Income tax benefit (expense) $ 788 $ 315 Net deferred taxes consisted of the following: As of March 31, (In thousands) 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 15,853 $ 15,019 Stock-based compensation 2,391 934 Intangibles 5,247 5,879 Accrued liabilities 1,216 1,054 Allowance for doubtful accounts 865 845 Investments 3,797 3,857 Nondeductible interest expense 3,654 3,693 Other 326 113 Total deferred tax assets before valuation allowance 33,349 31,394 Less: Valuation allowance (33,212 ) (30,969 ) Total deferred tax assets after valuation allowance $ 137 $ 425 Deferred tax liabilities: Depreciation and amortization $ (137 ) $ (425 ) Total deferred tax liabilities (137 ) (425 ) Net deferred tax $ — $ — We have provided a valuation allowance equal to our net deferred tax assets for the years ended March 31, 2022 and 2021. 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. The net change in the valuation allowance of $2.2 million during the fiscal year ended March 31, 2022 was mainly due to increases in the deferred tax asset related to the net operating loss carryfoward and other timing differences. The net change in the valuation allowance of $13.4 million during the fiscal year ended March 31, 2021 was mainly due to increases in the deferred tax asset related to our investment in Starrise, a related party, and increases in the net operating loss carryforward. 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. As of March 31, 2022, we had federal and state net operating loss carryforwards of approximately $55.2 million available in the United States of America (“U.S.”) to reduce future taxable income. U.S. federal and state net operating loss carryforwards of approximately $22.6 and $55.2 million, respectively, generally begin to expire in 2026. U.S. federal net operating loss carryforwards that were generated during the years ended March 31, 2020, 2021, and 2022 of approximately $32.6 million, do 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. During the year ended March 31, 2018, approximately $233.5 million of our net operating losses became subject to limitation under Internal Revenue Code Section 382 in connection with the consummation in November 2017 of the transactions under the Stock Purchase Agreement with Bison. Approximately $209.0 million of our net operating losses will not be able to be utilized because of the ownership change. Future significant ownership changes could cause a portion or all of our remaining net operating losses to expire before utilization. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law. The Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense; class life changes to qualified improvements (in general, from 39 years to 15 years); and the ability to carry back net operating losses incurred from tax years 2018 through 2020 up to the five preceding tax years. The Company has evaluated the new tax provisions of the CARES Act and determined the impact to be either immaterial or not applicable. The differences between the United States statutory federal tax rate and our effective tax rate are as follows: For the fiscal years 2022 2021 Provision at the U.S. statutory federal tax rate 21.0 % 21.0 % State income taxes, net of federal benefit (83.7 )% 5.7 % Change in valuation allowance 137.0 % (26.7 )% Non-deductible expenses 31.5 % (3.4 )% Executive officer compensation limitation – Section 162(m) 2.8 % -- PPP loan forgiveness (30.9 )% -- Losses from non-consolidated entities (131.1 )% 3.8 % Other 0.2 % 0.1 % Income tax benefit /(expense) (53.2 )% 0.5 % We file income tax returns in the U.S. federal jurisdiction, various U.S. states, and Australia. For federal income tax purposes, our fiscal 2019 through 2022 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations. For U.S. state and Australian tax purposes, our fiscal 2018 through 2022 tax years generally remain open for examination by most of the tax authorities under a four-year statute of limitations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS On April 1, 2022, trading of Metaverse’s ordinary shares was halted on the Hong Kong Stock Exchange. Unless and until trading is reinstated, the Company will not be able to obtain any readily available information or observable inputs on the quoted market prices of Metaverse’s stock and therefore will need to change the valuation methodology of its investments in Metaverse. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND CONSOLIDATION | BASIS OF PRESENTATION AND CONSOLIDATION Our consolidated financial statements include the accounts of Cinedigm and its wholly owned and majority owned subsidiaries. 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 at fair value where we have elected the fair value option. Noncontrolling interests for which we have been determined to be the primary beneficiary are consolidated and recorded as net loss attributable to noncontrolling interest. See Note 3 - Other Interests |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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 digital revenue, accounts receivable reserves, return reserves, inventory reserves, recovery of advances, assessment of goodwill impairment, intangible asset impairment and estimated amortization lives, fair value for asset acquisitions and business combinations, valuation allowances for income taxes and stock awards. Actual results could differ from these estimates. |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 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. Our Prospect Loan required that we maintain specified cash balances that are restricted to repayment of interest thereunder. See Note 5- Notes Payable Cash, cash equivalents, and restricted cash consisted of the following: As of (in thousands) March 31, March 31, Cash and Cash Equivalents $ 13,062 $ 16,849 Restricted Cash - 1,000 $ 13,062 $ 17,849 |
EQUITY INVESTMENT IN A METAVERSE COMPANY, A RELATED PARTY | EQUITY INVESTMENT IN A METAVERSE COMPANY, A RELATED PARTY On February 14, 2020, the Company acquired an approximately 11.5% interest in A Metaverse Company (“Metaverse”), a leading publicly traded Chinese entertainment company, formerly Starrise Media Holdings Limited, On April 10, 2020, the Company purchased an additional 15% interest in Metaverse in a private transaction from shareholders of Metaverse that are affiliated with the major shareholder of the Company. The Company recorded an additional equity investment of approximately $28.2 million, which is the fair market value of the Metaverse shares on the transaction date on the Stock Exchange of Hong Kong, in exchange for the Company’s common stock of $11.0 million, valued at the date of the issuance of the Common Stock of the Company. The difference in the value of shares received in Metaverse and shares issued by the Company is deemed as contributed capital and recorded in additional paid-in capital. This transaction was also recorded as an equity investment in Metaverse. The Company has accounted for these investments under the equity method of accounting as the Company can exert significant influence over Metaverse with its direct ownership and affiliation with the Company’s majority shareholders. The Company has made an irrevocable election to apply the fair value option under ASC 825-10, Financial Instruments During the years ended March 31, 2022 and March 31, 2021, the Company sold 680,000 shares of Metaverse shares for net proceeds of approximately $12.3 thousand and 8,370,000 of Metaverse shares for net proceeds of approximately $0.8 million, respectively, which resulted in a loss on sale of approximately $1 thousand and $73 thousand, respectively. As of March, 31, 2022 and 2021, the value of our equity investment in Metaverse, using the readily determinable fair value method from the quoted trading price of the Stock Exchange of Hong Kong, was approximately $7.03 million and $6.44 million, respectively, resulting in a change in fair value of approximately $0.59 million for the year ended March 31, 2022. At March 31, 2022, the Company owned 362,307,397 shares or 17% of Metaverse. Equity Investment in Metaverse, a related party transaction On December 27, 2019, the Company entered into, and on February 14, 2020 amended, (see Note 2 - Summary of Significant Accounting Policies On April 10, 2020, the Company entered into another stock purchase agreement (the “April Metaverse Stock Purchase Agreement”) with five (5) shareholders of Metaverse - Bison Global Investment SPC - Bison Global No. 1 SP, Huatai Investment LP, Antai Investment LP, Mingtai Investment LP and Shangtai Asset Management LP, all of which are related parties to the Company to buy - an aggregate of 223,380,000 outstanding Metaverse ordinary shares from them and for the Company to issue to them an aggregate of 29,855,081 shares of its Common Stock as consideration therefor (the “April Metaverse Share Acquisition”). On April 15, 2020, the April Metaverse Share Acquisition was consummated and this transaction was also recorded as an equity investment in Metaverse. Metaverse’s ordinary shares (HK 1616) are listed on the main board of the Stock Exchange of Hong Kong Limited. Based on the closing price of .152 per share on March 31, 2022, calculated at an exchange rate of 7.83 Hong Kong Dollars to 1 US dollar, the market value of Cinedigm’s ownership in Metaverse ordinary shares was approximately $7.03 million. On April 1, 2022, trading of Metaverse’s ordinary shares was halted. (See Note 11) |
NON-MONETARY TRANSACTIONS | NON-MONETARY TRANSACTIONS During the year ended March 31, 2020, the Company entered into agreements with certain vendors to transfer 5,139,762 and 14,184,765 Metaverse ordinary shares to satisfy outstanding liabilities with these vendors. Upon the sale of the Metaverse shares by the vendors, with certain restrictions on sales unless the Company gave consent to sell, if the proceeds did not satisfy the amount due to the vendor, the Company was liable for the balance owed. Pursuant to such agreements, the Company reduced the amount payable to its vendors by $0.8 million as of March 31, 2021. There were no such transactions during the year ended March 31, 2022. There was no gain or loss resulting from these transactions for the year ended March 31, 2022 and 2021. |
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. We record accounts receivable, long-term in connection with activation fees that we earn from our Systems deployments that have extended payment terms. Such accounts receivable are discounted to their present value at prevailing market rate. |
ADVANCES | ADVANCES Advances, which are recorded within prepaid and other current assets on 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 impairment charges for amounts that we expect may not be recoverable as of the consolidated balance sheet date. Impairments and accelerated amortization related to advances were $1.2 million and $0.3 million, for the years ended March 31, 2022 and 2021, respectively. |
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 Internal use software 5 years Digital cinema projection systems 10 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 6 years We capitalize costs associated with software developed or obtained for internal use when the preliminary project stage is completed, and it is determined that the software will provide significantly enhanced capabilities and modifications. These capitalized costs are included in property and equipment and include external direct cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with, and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended use. Once the software is ready for its intended use, the costs are amortized over the useful life of the software. Post-configuration training and maintenance costs are expensed as incurred. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the leasehold improvements. Repair and maintenance 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. |
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 net cash flows is less than the total carrying value of the asset, 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 years ended March 31, 2022 and 2021, the Company assessed the future performance of titles included in the customer list intangible asset, which resulted in an impairment charge of $2.0 million and $0 was recorded from operations for long-lived assets or finite-lived assets. |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested annually for impairment or sooner if a triggering event occurs. During the years ended March 31, 2022 and 2021, we recorded an impairment of $2.0 million and $0 for our customer relationships, respectively. Amortization expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows: Trademark 3 years Content Library 3 – 20 years Customer Relationships 5 – 13 years Tradename 2 – 15 years Theatre Relationship 12 years Patents 3 years Supplier Agreements 2 years Intangible Assets 3-4 years Software 10 years The Company’s intangible assets include the following on March 31, 2022: Cost Basis Accumulated Impairment Net Trademark $ 1,925 $ (776 ) $ - 1,149 Content Library 23,685 (20,665 ) - 3,020 Customer Relationships 10,658 (7,327 ) (1,968 ) 1,363 Tradename 2,101 (525 ) - 1,576 Theatre Relationship 550 (550 ) - - Patents 17 (17 ) - - Supplier Agreements 11,430 (11,384 ) - 46 Intangible Assets 10,081 (161 ) - 9,920 Software 3,200 (240 ) - 2,960 Total Intangible Assets $ 63,647 $ (41,645 ) $ (1,968 ) 20,034 The Company’s intangible assets include the following on March 31, 2021: Cost Basis Accumulated Impairment Net Trademark $ 2,839 $ (382 ) $ - 2,457 Content Library 23,148 (20,272 ) - 2,876 Customer Relationships 22,137 (17,610 ) - 4,527 Theatre Relationship 550 (550 ) - - Total Intangible Assets $ 48,674 $ (38,814 ) $ - 9,860 Below is the amortization expense per year for the intangible assets: Total 2023 $ 2,734 2024 2,562 2025 1,730 2026 1,651 2027 1,651 Thereafter 9,706 Total $ 20,034 |
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 equity investment in Metaverse is in Hong Kong dollars and was translated into US dollars as of March 31, 2022 and 2021 at an exchange rate of 7.8 and 7.8 Hong Kong Dollars to 1 US Dollar, respectively. The fair value of this equity investment is measured by the quoted market price of Metaverse on the Stock Exchange of Hong Kong. The adjustment to fair value of this investment resulted in a gain of $585 and loss of $4,518 for the years ended March 31, 2022 and 2021, respectively. The following tables summarize the levels of fair value measurements of our financial assets and liabilities as of March 31, 2022 and, 2021: As of March 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Equity investment in Metaverse, at fair value $ 7,028 $ — $ — $ 7,028 $ 7,028 $ — $ — $ 7,028 Liabilities: Current portion of earnout consideration on purchase of a business $ — $ — $ 1,081 $ 1,081 Long term portion of earnout consideration on purchase of a business — — 603 603 $ — $ — $ 1,684 $ 1,684 As of March 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 1,000 $ — $ — $ 1,000 Equity investment in Metaverse, at fair value 6,443 — — 6,443 $ 7,443 $ — $ — $ 7,443 Our cash and cash equivalents, accounts receivable, unbilled revenue and accounts payable and accrued expenses are financial instruments and are recorded at cost in the consolidated balance sheets. The estimated fair values of these financial instruments approximate their carrying amounts because of their short-term nature. |
ASSET ACQUISITIONS | ASSET ACQUISITIONS An asset acquisition is an acquisition of an asset, or a group of assets, that does not meet the definition of a business. Asset acquisitions are accounted for by using the cost accumulation model whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. |
GOODWILL | 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. The Company has the option to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or to perform the quantitative impairment test. The Company reassessed goodwill impairment on its annual measurement date of March 31, 2022 by performing a qualitative analysis and determined that it was not more likely than not that the fair value of its reporting unit is less than its carrying amount. No goodwill impairment charge was recorded in the years ended March 31, 2022 and 2021. Gross amounts of goodwill and accumulated impairment charges that we have recorded are as follows: (In thousands) Goodwill at March 31, 2021 $ 8,701 Goodwill from business combinations – see Note 4 12,383 Goodwill at March 31, 2022 $ 21,084 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: As of (In thousands) March 31, March 31, Accounts payable $ 34,177 $ 30,111 Amounts due to producers, net 10,430 10,557 Accrued compensation and benefits 3,507 2,995 Accrued taxes (refund) payable (78 ) (99 ) Interest payable - 10 Accrued other expenses 3,989 3,053 Total accounts payable and accrued expenses $ 52,025 $ 46,627 |
PREPAID AND OTHER CURRENT ASSETS | PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets consisted of the following: As of (In thousands) March 31, March 31, Non-trade accounts receivable $ 826 $ 413 Advances 2,117 1,841 Due from producers 1,861 589 Prepaid insurance 169 409 Other prepaid expenses 820 405 Total prepaid and other current assets $ 5,793 $ 3,657 Impairments and accelerated amortization related to advances were $1.2 million and $0.3 million, for the years ended March 31, 2022 and 2021, respectively. |
REVENUE RECOGNITION | REVENUE RECOGNITION Payment terms and conditions vary by customer and typically provide net 30 to 90 day terms. We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less. We have in the past entered into arrangements in connection with activation fees due from our System deployments that had extended payment terms. The outstanding balances on these arrangements are insignificant and hence the impact of significant financing would be insignificant. Cinema Equipment Business We retain ownership of our Systems and the residual cash flows related to the Systems in Phase I Deployment after the end of the 10-year deployment payment period. For certain Phase II Deployment Systems, we do not retain ownership of the residual cash flows and digital cinema equipment in Phase II Deployment after the completion of cost recoupment and at the expiration of the exhibitor master license agreements. The Cinema Equipment Business also provides monitoring, data collection, serial data verification and management services to this segment, as well as to exhibitors who purchase their own equipment, in order to collect virtual print fees (“VPFs”) from motion picture studios and distributors and Alternative Content Fees (“ACFs”) from alternative content providers, and to distribute those fees to theatrical exhibitors (collectively, “Services”). VPFs are earned, net of administrative fees, pursuant to contracts with movie studios and distributors, whereby amounts are payable by a studio to Phase I Deployment and to Phase II Deployment when movies distributed by the studio are displayed on screens utilizing our Systems installed in movie theatres. VPFs are earned and payable to Phase I Deployment based on a defined fee schedule until the end of the VPF term. One VPF is payable for every digital title initially 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 the title first plays for general audience viewing in a digital projector equipped movie theatre. The Phase 1 Deployment’s and Phase 2 Deployments performance obligations for revenue recognition are met at this time. Phase II Deployment’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 II Deployment may no longer collect VPFs once “cost recoupment,” as defined in the contracts with movie studios and distributors, is achieved. Cost recoupment will occur once the cumulative VPFs and other cash receipts collected by Phase II Deployment 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.” The Company evaluated the constraining estimates related to the variable consideration, that it is not probable to conclude at this point in time that a significant reversal in the amount of cumulative revenue recognized will occur when the uncertainty associated with the variable consideration is subsequently resolved. Under the terms of our standard cinema equipment licensing agreements, exhibitors will continue to have the right to use our Systems through the end of the term of the licensing agreement, after which time, they have the option to: (1) return the Systems to us; (2) renew their license agreement for successive one-year terms; or (3) purchase the Systems from us at fair market value. As permitted by these agreements, we typically pursue the sale of the Systems to such exhibitors. Cinedigm recognizes revenue once the customer takes possession of the Systems and Cinedigm received the sale proceeds. Such sales were originally contemplated as the conclusion of the digital cinema deployment plan. Total system sales executed was $6.1 million and $6.7 million, during the year ended March 31, 2022 and 2021, respectively. Revenues earned in connection with up front exhibitor contributions are deferred and recognized over the expected cost recoupment period. Exhibitors who purchased and own Systems using their own financing in Phase II of the Cinema Equipment Business 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 II Deployment Systems and for Systems installed by CDF2 Holdings, a related party, (See Note 3 - Other Interests The Cinema Equipment Business 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 related to the collection and remittance of the VPF’s and the performance obligation is satisfied at that time the related VPF fees are due which is at the time the movies are displayed on screens utilizing our Systems installed in movie theatres. The service fees are recognized as a point in time revenue when the corresponding VPF fees are due from the movie studios and distributors. Content & Entertainment Business CEG earns fees for the distribution of content in the home entertainment markets via several distribution channels, including digital, video on demand (“VOD” or “OTT Streaming and Digital”), and physical goods (e.g., DVDs and Blu-ray Discs) (“Physical Revenue” or “Base Distribution Business”). Fees earned are typically a percentage based on the net amounts received from our customers. Depending upon the nature of the agreements with the platform and content providers, the fee rate that we earn varies. The Company’s performance obligations include the delivery of content for transactional, subscription and ad supported/free ad-supported streaming TV (“FAST”) on the digital platforms, and shipment of DVDs and Blu-ray Discs. Revenue is recognized at the point in time when the content is available for subscription on the digital platform (the company’s digital content is considered functional IP), at the time of shipment for physical goods, or point-of-sale for transactional and VOD services as the control over the content or the physical title is transferred to the customer. The Company considers the delivery of content through various distribution channels to be a single performance obligation. Physical revenue from the sale of physical goods is recognized after deducting the reserves for sales returns and other allowances, which are accounted for as variable consideration. Reserves for potential sales returns of physical goods 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. 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 are 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. The Company follows the five-step model established by ASC 606 when preparing its assessment of revenue recognition Principal Agent Considerations Revenue earned by our CEG business from the delivery of digital content and physical goods may be recognized gross or net depending on the terms of the arrangement. We determine whether revenue should be reported on a gross or net basis based on each revenue stream. Key indicators that we use in evaluating gross versus net treatment include, but are not limited to, the following: ● which party is primarily responsible for fulfilling the promise to provide the specified good or service; and ● which party has discretion in establishing the price for the specified good or service. Shipping and Handling Shipping and handling costs are incurred to move physical goods (e.g., DVDs and Blu-ray Discs) to customers. We recognize all shipping and handling costs as an expense in cost of goods sold because we are responsible for delivery of the product to our customers prior to transfer of control to the customer. Credit Losses 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 CEG 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. Reserves for product returns and other allowances is variable consideration as part of the transaction price. If actual future returns and allowances differ from past experience, adjustments to our allowances may be required. 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. Contract Liabilities We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment, and we record deferred revenue (contract liability) when cash payments are received or due in advance of our performance, even if amounts are refundable. Deferred revenue pertaining to our Content & Entertainment Business includes amounts related to the sale of DVDs with future release dates. Deferred revenue relating to our Cinema Equipment Business pertains to revenues earned in connection with up front exhibitor contributions that are deferred and recognized over the expected cost recoupment period. It also includes unamortized balances in connection with activation fees due from the Systems deployments that have extended payment terms. The ending deferred revenue balance, including current and non-current balances, as of March 31, 2022 was $0.2 million. For the year ended March 31, 2022, the additions to our deferred revenue balance were primarily due to cash payments received or due in advance of satisfying performance obligations, while the reductions to our deferred revenue balance were primarily due to the recognition of revenue upon fulfillment of our performance obligations, both of which were in the ordinary course of business. For year ended March 31, 2022 and March 31, 2021, there was $11,792,210 and $14,433,054, respectively, included in accounts payable that represents a refund liability, a portion or all of which may be recognized as revenue upon completion of audit periods. During the year ended March 31, 2022, $813 thousand of revenue was recognized that was included in the deferred revenue balance at the beginning of the year. During the year ended March 31, 2022, $3.9 million of revenue was recognized that was included in the accounts payable balance as constrained variable consideration at the beginning of the year. The Company recognized the revenue related once the uncertainty associated with the variable consideration was resolved. Participations and royalties payable When we use third parties to distribute company owned content, we record participations payable, which represent amounts owed to the distributor under revenue-sharing arrangements. When we provide content distribution services, we record accounts payable and accrued expenses to studios or content producers 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. Disaggregation of Revenue The Company disaggregates revenue into different revenue categories for the Cinema Equipment and CEG Businesses. The Cinema Equipment Business revenue categories are: Phase I Deployment revenue, Phase II Deployment revenue, Services, and Digital System Sales, and the Content & Entertainment Business revenue categories are: Base Distribution Business and OTT Streaming and Digital. The following tables present the Company’s revenue categories for the years ended March 31, 2022 and 2021 (in thousands): Year Ended 2022 2021 Cinema Equipment Business: Phase I Deployment $ 654 $ 552 Phase II Deployment 4,810 1,531 Services 1,428 539 Digital System Sales 11,267 600 Total Cinema Equipment Business revenue $ 18,159 $ 3,222 Content & Entertainment Business: Physical Goods $ 10,447 $ 10,230 OTT Streaming and Digital 27,448 17,967 Total Content & Entertainment Business revenue $ 37,895 $ 28,197 Concentrations For the fiscal year ended March 31, 2022, two customers, Amazon and Distribution Solutions each represented 18% and 25% respectively of CEG’s revenues and approximately 6% and 8%, respectively, of our consolidated revenues. For the fiscal year ended March 31, 2021, Amazon and Distribution Solutions represented 15% and 22% respectively of CEG’s revenues and approximately 9% and 13%, respectively, of our consolidated Revenues. |
DIRECT OPERATING COSTS | DIRECT OPERATING COSTS Direct operating costs consist of operating costs such as cost of revenue, fulfillment expenses, shipping costs, property taxes and insurance on Systems, royalty expenses, impairments of advances, and marketing and direct personnel costs. |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company issues stock-based awards to employees and non-employees, generally in the form of restricted stock, restricted stock units, stock appreciation rights and performance stock units. The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments, including grants of stock options and restricted stock units and modifications to existing stock options, to be recognized in the consolidated statements of operations and comprehensive loss based on their fair values. The Company measures the compensation expense of employee and nonemployee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. That cost is recognized on a straight-line basis over the period during which the employee and nonemployee is required to provide service in exchange for the award. The fair values of options and stock appreciation rights are calculated as of the date of grant using the Black-Scholes option pricing model based on key assumptions such as stock price, expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on the trading price of the Company’s stock, historical data, peer company data and judgment regarding future trends and factors. |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss and tax credit carryforwards and for differences between the carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are established when management is unable to conclude that it is more likely than not that some portion, or all, of the deferred tax asset will ultimately be realized. The Company is primarily subject to income taxes in the United States. The Company accounts for uncertain tax positions in accordance with an amendment to ASC Topic 740-10, Income Taxes (Accounting for Uncertainty in Income Taxes) |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS | NET LOSS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS Basic and diluted net loss per common share has been calculated as follows: Basic net income (loss) per common share attributable to common stockholders = Net loss attributable to common stockholders Weighted average number of common stock outstanding during the period Diluted net income (loss) per common share attributable to common stockholders = Net loss attributable to common stockholders Weighted average number of common stock outstanding during the period plus potential dilutive shares Stock issued and treasury stock repurchased during the period are weighted for the portion of the period that they are outstanding. Shares issued and any shares that are reacquired during the period are weighted for the portion of the period that they are outstanding. We had net income for the year ended March 31, 2022, and therefore the impact of potentially dilutive common shares from outstanding stock options, stock appreciation rights, and warrants, totaling 3,184,247 shares for the year ended March 31, 2022, respectively, was included in the computations of diluted earnings per share. The calculation of diluted net income per share for the year ended March 31, 2022 does not include the impact of 6,156,432 potentially dilutive shares relating to stock options, stock appreciation rights, and warrants as their impact would have been anti-dilutive as their exercise prices are above the Company’s average Common Stock price during the period. We incurred a net loss for the year ended March 31, 2021, and therefore the impact of potentially dilutive common shares from outstanding stock options and warrants, totaling 11,127,539 shares as of March 31, 2021, were excluded from the computations of loss per share as their impact would have been anti-dilutive. |
COMPREHENSIVE LOSS | COMPREHENSIVE LOSS For the year ended March 31, 2022 and 2021, comprehensive loss consisted of net loss and foreign currency translation adjustments. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Adopted On December 18, 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, Not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash, cash equivalents and restricted cash | As of (in thousands) March 31, March 31, Cash and Cash Equivalents $ 13,062 $ 16,849 Restricted Cash - 1,000 $ 13,062 $ 17,849 |
Schedule of estimated useful lives of property and equipment | Computer equipment and software 3 - 5 years Internal use software 5 years Digital cinema projection systems 10 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 6 years |
Schedule of amortization expense | Trademark 3 years Content Library 3 – 20 years Customer Relationships 5 – 13 years Tradename 2 – 15 years Theatre Relationship 12 years Patents 3 years Supplier Agreements 2 years Intangible Assets 3-4 years Software 10 years |
Schedule of intangible assets | Cost Basis Accumulated Impairment Net Trademark $ 1,925 $ (776 ) $ - 1,149 Content Library 23,685 (20,665 ) - 3,020 Customer Relationships 10,658 (7,327 ) (1,968 ) 1,363 Tradename 2,101 (525 ) - 1,576 Theatre Relationship 550 (550 ) - - Patents 17 (17 ) - - Supplier Agreements 11,430 (11,384 ) - 46 Intangible Assets 10,081 (161 ) - 9,920 Software 3,200 (240 ) - 2,960 Total Intangible Assets $ 63,647 $ (41,645 ) $ (1,968 ) 20,034 Cost Basis Accumulated Impairment Net Trademark $ 2,839 $ (382 ) $ - 2,457 Content Library 23,148 (20,272 ) - 2,876 Customer Relationships 22,137 (17,610 ) - 4,527 Theatre Relationship 550 (550 ) - - Total Intangible Assets $ 48,674 $ (38,814 ) $ - 9,860 |
Schedule of amortization expense for intangible assets | Total 2023 $ 2,734 2024 2,562 2025 1,730 2026 1,651 2027 1,651 Thereafter 9,706 Total $ 20,034 |
Schedule of fair value measurements of our financial assets and liabilities | (in thousands) Level 1 Level 2 Level 3 Total Assets: Equity investment in Metaverse, at fair value $ 7,028 $ — $ — $ 7,028 $ 7,028 $ — $ — $ 7,028 Liabilities: Current portion of earnout consideration on purchase of a business $ — $ — $ 1,081 $ 1,081 Long term portion of earnout consideration on purchase of a business — — 603 603 $ — $ — $ 1,684 $ 1,684 (in thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 1,000 $ — $ — $ 1,000 Equity investment in Metaverse, at fair value 6,443 — — 6,443 $ 7,443 $ — $ — $ 7,443 |
Schedule of goodwill and accumulated impairment charges | (In thousands) Goodwill at March 31, 2021 $ 8,701 Goodwill from business combinations – see Note 4 12,383 Goodwill at March 31, 2022 $ 21,084 |
Schedule of accounts payable and accrued expenses | As of (In thousands) March 31, March 31, Accounts payable $ 34,177 $ 30,111 Amounts due to producers, net 10,430 10,557 Accrued compensation and benefits 3,507 2,995 Accrued taxes (refund) payable (78 ) (99 ) Interest payable - 10 Accrued other expenses 3,989 3,053 Total accounts payable and accrued expenses $ 52,025 $ 46,627 |
Schedule of prepaid and other current assets | As of (In thousands) March 31, March 31, Non-trade accounts receivable $ 826 $ 413 Advances 2,117 1,841 Due from producers 1,861 589 Prepaid insurance 169 409 Other prepaid expenses 820 405 Total prepaid and other current assets $ 5,793 $ 3,657 |
Schedule of revenue categories | Year Ended 2022 2021 Cinema Equipment Business: Phase I Deployment $ 654 $ 552 Phase II Deployment 4,810 1,531 Services 1,428 539 Digital System Sales 11,267 600 Total Cinema Equipment Business revenue $ 18,159 $ 3,222 Content & Entertainment Business: Physical Goods $ 10,447 $ 10,230 OTT Streaming and Digital 27,448 17,967 Total Content & Entertainment Business revenue $ 37,895 $ 28,197 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of business combinations | Purchase Price Purchase Price $ 5,237 Total purchase price $ 5,237 Allocation of purchase price Developed technology 3,200 Deferred tax liability (888 ) Goodwill 2,925 Total allocation of purchase price $ 5,237 Purchase Price Purchase Price $ 7,780 Total purchase price $ 7,780 Allocation of purchase price Current assets 9 Advertiser relationships 3,750 Trade name 1,100 Goodwill 2,921 Total allocation of purchase price $ 7,780 Purchase Price Purchase Price $ 14,794 Total purchase price $ 14,794 Allocation of purchase price Cash and cash equivalents 862 Accounts receivable 1,531 Prepaid expense 55 Other receivables 3 Right of use asset - operating 841 Furniture & fixtures 6 Computers and related equipment 28 Deposits 43 Channel & platform 6,300 Content rights 299 Investment in Kor TV 300 Goodwill 6,537 Short term liabilities (1,450 ) Long term liabilities (561 ) Total allocation of purchase price $ 14,794 |
Schedule of amortization expense per year for the developed technology acquired in the business combinations | 2023 $ 320 2024 320 2025 320 2026 320 2027 320 2028 320 2029 320 2030 320 2031 320 2032 80 Total $ 2,960 |
Schedule of amortization expense per year for the intangible assets acquired in the business combinations | Advertiser Trade Total 2023 $ 313 $ 110 $ 423 2024 313 110 423 2025 313 110 423 2026 313 110 423 2027 313 110 423 2028 313 110 423 2029 313 110 423 2030 313 110 423 2031 313 110 423 2032 313 55 368 2033 313 — 313 2034 151 — 151 Total 3,594 1,045 $ 4,639 Content Library Channel Total 2023 $ 23 $ 485 $ 508 2024 23 485 508 2025 23 485 508 2026 23 485 508 2027 23 485 508 2028 23 485 508 2029 23 485 508 2030 23 485 508 2031 23 485 508 2032 23 485 508 2033 23 485 508 2034 23 485 508 2035 23 480 503 Total $ 299 $ 6,300 $ 6,599 |
Schedule of consolidated statement of operations | (In thousands) Total 2022 Revenue $ 1,319 Net Loss $ (133 ) (In thousands) Proforma 2022 2021 Revenue $ 64,158 $ 39,513 Net Income (Loss) $ 945 $ (53,570 ) |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Notes Payable [Abstract] | |
Schedule of notes payable | March 31, 2022 March 31, 2021 (In thousands) Current Long Term Current Long Term Prospect Loan $ — $ — $ 7,786 $ — Total non-recourse notes payable — — 7,786 — Total non-recourse notes payable, net of unamortized debt issuance costs and debt discounts $ — $ — $ 7,786 $ — Credit Facility — — 1,956 — PPP Loan — — — 2,152 Total recourse notes payable — — 1,956 2,152 Less: Unamortized debt issuance costs and debt discounts — — — — Total recourse notes payable, net of unamortized debt issuance costs and debt discounts $ — $ — $ 1,956 $ 2,152 Total notes payable, net of unamortized debt issuance costs $ — $ — $ 9,742 $ 2,152 |
Schedule of prospect loan | As of (In thousands) March 31, 2022 March 31, Prospect Loan, at issuance $ 70,000 $ 70,000 PIK Interest 8,016 6,397 Payments to date (78,016 ) (68,611 ) Prospect Loan, gross $ — $ 7,786 Less unamortized debt issuance costs and debt discounts — — Prospect Loan, net — 7,786 Less current portion — (7,786 ) Total long term portion $ — $ — |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of analysis of option activity | As of March 31, 2022 Range of Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value $7.40 5,000 3.25 $ 7.40 $ — $14.00 - $24.40 212,337 1.50 14.65 — 217,337 $ — Options Exercisable Weighted Average Weighted Average Aggregate Intrinsic Value 217,337 1.54 $ 14.49 — |
Schedule of stock appreciation rights outstanding | As of March 31, 2022 Range of Prices SARs Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value $0.54 - $0.74 5,550,000 8.74 $ 0.62 $ 1,208 $1.16 - $1.47 2,283,610 7.90 1.37 — $1.71 - $2.10 2,455,738 8.91 1.97 — $2.23 - $2.56 604,250 9.60 2.32 — 10,893,598 $ 1,208 SAR Exercisable Weighted Average Weighted Average Aggregate Intrinsic Value 2,521,323 7.01 $ 1.14 158 |
Schedule of SARs outstanding | Year SARs Outstanding March 31, 2021 9,154,933 Issued 2,025,250 Forfeited (286,585 ) Total SARs Outstanding March 31, 2022 10,893,598 |
Schedule of activity for performance stock unit awards | Shares Weighted Average Grant Date Fair Value Unvested balance at April 1, 2021 - $ Granted 1,317,554 $ 1.25 Vested (621,275 ) $ 1.25 Unvested balance at March 31, 2022 696,280 $ 1.25 |
Schedule of stock-based compensation expense | Year Ended (In thousands) 2022 2021 Selling, general and administrative $ 5,487 $ 2,892 $ 5,487 $ 2,892 |
Schedule of warrants | Recipient Amount Expiration Exercise price 5-year Warrant issued to Bison Entertainment and Media Group(“ BEMG”) in connection with a term loan agreement 1,400,000 December 2022 $ 1.80 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of lease-related assets and liabilities | (In thousands) Classification on the Balance Sheet March 31, 2022 March 31, Assets Noncurrent Operating lease right-of-use asset $ 749 $ 100 Liabilities Current Operating leases – current portion 258 87 Noncurrent Operating leases – long-term portion 491 13 Total operating lease liabilities $ 749 $ 100 |
Schedule of lease costs | Year Ended Year Ended (In thousands) March 31, March 31, Operating lease cost $ 125 $ 195 Total lease cost $ 125 $ 195 Year Ended Year Ended (In thousands) March 31, March 31, Cash paid for amounts included in the measurement of lease liabilities 83 197 Operating cash flows used for operating leases $ 83 $ 197 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information and Disclosure of Non-Cash Investmenting an Financing Activity (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental cash flows | Year Ended (In thousands) 2022 2021 Cash interest paid $ 780 $ 4,052 Income taxes paid 79 232 Accrued dividends on preferred stock - 89 Issuance of Class A common stock for payment of preferred stock dividends 354 356 Issuance of Class A common stock to Metaverse, a related party - 11,046 Contributed capital under the Metaverse transaction, a related party - 17,187 Settlement of second lien loan with Class A common stock - 6,485 Conversion of note payable - 15,067 Class A common stock to be issued in connection with the asset acquisition - 2,905 Metaverse shares used to pay down vendors - 897 Issuance of Class A common stock for business combination 4,825 - Deferred consideration in purchase of a business 8,987 - Earnout consideration in purchase of a business 1,461 - Treasury shares acquired for withholding taxes 5 - |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting, assets and debt | As of March 31, 2022 (In thousands) Intangible Goodwill Total Notes Notes Operating Cinema Equipment Business $ — $ — $ 24,445 $ — $ — $ — Content & Entertainment Business 19,946 21,084 68,873 — — — Corporate 88 - 11,318 — — 749 Total $ 20,034 $ 21,084 $ 104,636 $ — $ — $ 749 As of March 31, 2021 (In thousands) Intangible Goodwill Total Notes Notes Operating Cinema Equipment Business $ — $ — $ 13,169 $ 7,786 $ — $ 1 Content & Entertainment Business 9,858 8,701 42,733 — — 69 Corporate 2 — 19,544 — 4,108 30 Total $ 9,860 $ 8,701 $ 75,446 $ 7,786 $ 4,108 $ 100 |
Schedule of segment reporting, statement of operations | Statements of Operations Year Ended March 31, 2022 (in thousands) Cinema Content & Entertainment Corporate Consolidated Revenues $ 18,159 $ 37,895 $ - $ 56,054 Direct operating (exclusive of depreciation and amortization shown below) 687 20,207 - 20,894 Selling, general and administrative 1,890 13,935 14,211 30,036 Allocation of corporate overhead 560 3,752 (4,312 ) - Provision for (recovery of) doubtful accounts (485 ) - - (485 ) Intangible Impairment - 1,968 - 1,968 Depreciation and amortization of property and equipment 1,160 571 3 1,734 Amortization of intangible assets - 2,830 2 2,832 Total operating expenses 3,812 43,263 9,904 56,979 Income (loss) from operations $ 14,347 $ (5,368 ) $ (9,904 ) $ (925 ) Statements of Operations Year Ended March 31, 2021 (in thousands) Cinema Content & Entertainment Corporate Consolidated Revenues $ 3,222 $ 28,197 $ — $ 31,419 Direct operating (exclusive of depreciation and amortization shown below) 683 15,420 — 16,103 Selling, general and administrative 2,277 9,798 9,917 21,992 Allocation of corporate overhead 586 3,872 (4,458 ) — Provision for (recovery of) doubtful accounts (121 ) (1 ) — (122 ) Depreciation and amortization of property and equipment 3,916 461 27 4,404 Amortization and impairment of intangible assets 23 2,488 4 2,515 Total operating expenses 7,364 32,038 5,490 44,892 Income (loss) from operations $ (4,142 ) $ (3,841 ) $ (5,490 ) $ (13,473 ) |
Schedule of segment reporting, employee stock-based compensation expense | (In thousands) Cinema Equipment Business Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ — $ — Selling, general and administrative — 1,034 4,453 5,487 Total stock-based compensation $ — $ 1,034 $ 4,453 $ 5,487 Cinema Content & Corporate Consolidated Direct operating $ — $ — $ — $ — Selling, general and administrative — 264 2,628 2,892 Total stock-based compensation $ — $ 264 $ 2,628 $ 2,892 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense benefit | For the Fiscal Year (In thousands) 2022 2021 Federal: Current $ — $ — Deferred 672 — Total federal 672 — State: Current (100 ) 315 Deferred 216 — Total State 116 315 Income tax benefit (expense) $ 788 $ 315 |
Schedule of net deferred tax | As of March 31, (In thousands) 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 15,853 $ 15,019 Stock-based compensation 2,391 934 Intangibles 5,247 5,879 Accrued liabilities 1,216 1,054 Allowance for doubtful accounts 865 845 Investments 3,797 3,857 Nondeductible interest expense 3,654 3,693 Other 326 113 Total deferred tax assets before valuation allowance 33,349 31,394 Less: Valuation allowance (33,212 ) (30,969 ) Total deferred tax assets after valuation allowance $ 137 $ 425 Deferred tax liabilities: Depreciation and amortization $ (137 ) $ (425 ) Total deferred tax liabilities (137 ) (425 ) Net deferred tax $ — $ — |
Schedule of united states statutory federal tax rate and our effective tax rate | For the fiscal years 2022 2021 Provision at the U.S. statutory federal tax rate 21.0 % 21.0 % State income taxes, net of federal benefit (83.7 )% 5.7 % Change in valuation allowance 137.0 % (26.7 )% Non-deductible expenses 31.5 % (3.4 )% Executive officer compensation limitation – Section 162(m) 2.8 % -- PPP loan forgiveness (30.9 )% -- Losses from non-consolidated entities (131.1 )% 3.8 % Other 0.2 % 0.1 % Income tax benefit /(expense) (53.2 )% 0.5 % |
Nature of Operations and Liqu_2
Nature of Operations and Liquidity (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2021 | Mar. 17, 2021 | Mar. 31, 2022 | Jul. 09, 2021 | Jun. 30, 2021 | Apr. 15, 2020 | |
Nature of Operations and Liquidity [Abstract] | ||||||
Risks and uncertainties description | We are (i) a distributor and aggregator of independent movie, television and other short form content managing a library of distribution rights to thousands of titles and episodes released across digital, physical, theatrical, home and mobile entertainment platforms (“Streaming”) and (ii) a servicer of digital cinema assets (“Systems”) for movie screens in both North America and several international countries.We report our financial results in two primary segments as follows: (1) cinema equipment business and (2) content and entertainment business (“Content & Entertainment” or “CEG”). The cinema equipment business segment consists of the non-recourse, financing vehicles and administrators for our digital cinema equipment (the “Systems”) installed in movie theatres throughout North America and Australia. It also provides fee-based support to music and movie screens 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 operates 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. Risks and Uncertainties The COVID-19 pandemic and related economic repercussions created significant volatility and uncertainty impacting the Company’s results for the period. As part of our Content & Entertainment business, the Company sells DVDs and Blu-ray discs at brick-and-mortar stores. Due to the lingering effects of the COVID-19 pandemic in the year ended March 31, 2022, the sale of physical discs through our retail partners declined although this was partially offset by digital purchases of physical product and increases in streaming views. As part of our Cinema Equipment business, the Company earns revenue when movies are exhibited in theatres. Many movie theaters in the United States slowly re-opened with limited capacities through March 31, 2022. The majority of major studios resumed blockbuster films releases during the year which showed an encouraging return of consumer confidence for the theatrical experience. As vaccines became readily available and COVID cases decreased, major studios resumed theatrical releases and there was an uptick in box-office revenue during the period ending March 31, 2022. | |||||
Net income (loss) | $ 2.3 | |||||
Accumulated deficit | 472.3 | |||||
Working capital | 4.8 | |||||
Operating activities | $ 4.9 | |||||
Agreements included the sale in tranches (in Shares) | 2,369 | |||||
Cash consideration | $ 10.8 | |||||
Received amount from east west bank | $ 2.2 | |||||
Interest rate | 1% | |||||
PPP Loan recognized gain | $ 2.2 | |||||
Aggregate principal amount | $ 7.8 | |||||
Equity line purchase agreement, description | (i) $50,000,000 of newly issued shares of Common Stock and (ii) the Exchange Cap (as defined in the Equity Line Purchase Agreement), from time to time during the 24-month period from and after the October 21, 2021. Sales of Common Stock pursuant to the Equity Line Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to B. Riley Principal Capital under the Equity Line Purchase Agreement. As consideration for B. Riley Principal Capital’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Equity Line Purchase Agreement, upon execution of the Equity Line Purchase Agreement, the Company issued 210,084 shares of Common Stock to B. Riley Principal Capital (the “Commitment Shares”). The purchase price of the shares of Common Stock that we elect to sell to B. Riley Principal Capital pursuant to the Equity Line Purchase Agreement will be determined by reference to the volume weighted average price of the Common Stock (“VWAP”) during the applicable purchase date, less a fixed 5% discount to such VWAP. Pursuant to the Registration Rights Agreement, the Company filed a Registration Statement on Form S-1 that was declared effective by the Securities and Exchange Commission on October 21, 2021 (File No. 333-260210) for the resale by B. Riley Principal Capital of up to 25,210,084 shares of Common Stock (including the Commitment Shares) acquired pursuant to the Equity Line Purchase Agreement. During October and November 2021, we sold 5,300,000 shares of Common Stock under the Equity Line Purchase Agreement. Net proceeds from such sales totaled $12.4 million. | |||||
Borrowings [Member] | ||||||
Nature of Operations and Liquidity [Abstract] | ||||||
Aggregate principal amount | $ 7.8 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 1 Months Ended | 12 Months Ended | ||
Apr. 10, 2020 USD ($) | Feb. 14, 2020 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) $ / shares shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Initial investment | $ 28,200,000 | $ 25,100,000 | ||
Issuance of common stock value | $ 11,000,000 | $ 11,200,000 | ||
Company sold shares (in Shares) | shares | 680,000 | |||
Net proceeds | $ 12,300 | |||
Loss on sale (in Shares) (in Shares) | shares | 8,370,000 | |||
Compensation expense | $ 800,000 | |||
Shares owned (in Shares) | shares | 366,056 | |||
Received value of shares | $ 11,200,000 | |||
Transfer of Starrise shares (in Shares) | shares | 5,139,762 | |||
Metaverse ordinary shares (in Shares) | shares | 14,184,765 | |||
Amount payable to vendors | 800,000 | |||
Impairment accelerated amortization | $ 1,200,000 | 300,000 | ||
Long-lived assets | 2,000,000 | 0 | ||
Impairment of customer relationship | $ 2,000,000 | $ 0 | ||
Foreign currency exchange rate, translation | 7.8 | 7.8 | ||
Finite lived assets impairment charge | $ 1,200,000 | $ 300,000 | ||
Payment period | 10 years | |||
Sales revenue | $ 6,100,000 | $ 6,700,000 | ||
Activation fee revenue, per screen | 2,000 | |||
Activation fee revenue range, minimum | 1,000 | |||
Activation fee revenue range, maximum | 2,000 | |||
Deferred revenue | 0.2 | |||
Accounts payable | 11,792,210 | |||
Refunded liability | 14,433,054 | |||
Revenue | 813,000 | |||
Unsatisfied performance obligations | $ 3,900,000 | |||
Number of customers | 2 | |||
Tax benefit percentage | 50% | |||
Warrants of right shares (in Shares) | shares | 3,184,247 | |||
Potentially dilutive shares (in Shares) | shares | 6,156,432 | 11,127,539 | ||
Services [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Administrative fee VPFs | 5% | |||
Incentive fees, percentage of VPF Phase I | 2.50% | |||
Stock Exchange of Hong Kong [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Change in fair value | $ 590,000 | |||
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Gain (Loss) on Sale of Investments | $ 1,000 | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Gain (Loss) on Sale of Investments | $ 73,000 | |||
Gross Physical Sales [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Concentration risk percentage | 18% | 15% | ||
Concentrations received percentage | 6% | 9% | ||
Gross digital sales [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Concentration risk percentage | 25% | 22% | ||
Concentrations received percentage | 8% | 13% | ||
Up-front Payment Arrangement [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Administrative fee VPFs | 10% | |||
Hong Kong [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Foreign currency exchange rate, translation | 1 | |||
Common Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Common stock shares, issued (in Shares) | shares | 176,629,435 | 167,542,404 | ||
common stock, par value and per share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Metaverse Share Acquisition [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Aggregate of outstanding shares (in Shares) | shares | 410,901,000 | |||
Received value of shares | $ 25,000,000 | |||
April Metaverse Stock Purchase Agreement [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Stock purchase agreement, description | the Company entered into another stock purchase agreement (the “April Metaverse Stock Purchase Agreement”) with five (5) shareholders of Metaverse - Bison Global Investment SPC - Bison Global No. 1 SP, Huatai Investment LP, Antai Investment LP, Mingtai Investment LP and Shangtai Asset Management LP, all of which are related parties to the Company to buy - an aggregate of 223,380,000 outstanding Metaverse ordinary shares from them and for the Company to issue to them an aggregate of 29,855,081 shares of its Common Stock as consideration therefor (the “April Metaverse Share Acquisition”). On April 15, 2020, the April Metaverse Share Acquisition was consummated and this transaction was also recorded as an equity investment in Metaverse.Metaverse’s ordinary shares (HK 1616) are listed on the main board of the Stock Exchange of Hong Kong Limited. Based on the closing price of .152 per share on March 31, 2022, calculated at an exchange rate of 7.83 Hong Kong Dollars to 1 US dollar, the market value of Cinedigm’s ownership in Metaverse ordinary shares was approximately $7.03 million. | |||
Metaverse [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Ownership percentage | 15% | 11.50% | ||
Shares owned (in Shares) | shares | 362,307,397 | |||
Shares percentage | 17% | |||
Metaverse [Member] | Stock Exchange of Hong Kong [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Market pricing | $ 7,030,000 | $ 6,440,000 | ||
BeiTai [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Company purchased shares (in Shares) | shares | 162,162,162 | |||
BeiTai [Member] | Common Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Common stock shares, issued (in Shares) | shares | 21,646,604 | |||
common stock, par value and per share (in Dollars per share) | $ / shares | $ 0.001 | |||
Metaverse [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Investment gain and loss ratio | 585% | 4,518% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash, cash equivalents and restricted cash - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule of cash, cash equivalents and restricted cash [Abstract] | ||
Cash and Cash Equivalents | $ 13,062 | $ 16,849 |
Restricted Cash | 1,000 | |
Total | $ 13,062 | $ 17,849 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment | 12 Months Ended |
Mar. 31, 2022 | |
Computer equipment and software [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Computer equipment and software [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Internal use software [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Digital cinema projection systems [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 10 years |
Machinery and equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Machinery and equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 10 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 6 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of amortization expense | 12 Months Ended |
Mar. 31, 2022 | |
Trademarks [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 3 years |
Trade Names [Member] | Minimum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 2 years |
Trade Names [Member] | Maximum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 15 years |
Theatre Relationship [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 12 years |
Intangible Assets [Member] | Minimum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 3 years |
Intangible Assets [Member] | Maximum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 4 years |
Content Library [Member] | Minimum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 3 years |
Content Library [Member] | Maximum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 20 years |
Customer Relationships [Member] | Minimum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 5 years |
Customer Relationships [Member] | Maximum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 13 years |
Patents [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 3 years |
Supplier Agreements [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 2 years |
Software [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
estimated useful lives | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Trademarks [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | $ 1,925 | $ 2,839 |
Accumulated Amortization | (776) | (382) |
Impairment | ||
Net | 1,149 | 2,457 |
Content Library [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 23,685 | 23,148 |
Accumulated Amortization | (20,665) | (20,272) |
Impairment | ||
Net | 3,020 | 2,876 |
Customer Relationships [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 10,658 | 22,137 |
Accumulated Amortization | (7,327) | (17,610) |
Impairment | (1,968) | |
Net | 1,363 | 4,527 |
Tradename [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 2,101 | |
Accumulated Amortization | (525) | |
Impairment | ||
Net | 1,576 | |
Theatre Relationship [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 550 | 550 |
Accumulated Amortization | (550) | (550) |
Impairment | ||
Net | ||
Patents [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 17 | |
Accumulated Amortization | (17) | |
Impairment | ||
Net | ||
Supplier Agreements [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 11,430 | |
Accumulated Amortization | (11,384) | |
Impairment | ||
Net | 46 | |
Indefinite-Lived Intangible Assets [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 10,081 | |
Accumulated Amortization | (161) | |
Impairment | ||
Net | 9,920 | |
Software [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 3,200 | |
Accumulated Amortization | (240) | |
Impairment | ||
Net | 2,960 | |
Total Intangible Assets [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 63,647 | 48,674 |
Accumulated Amortization | (41,645) | (38,814) |
Impairment | (1,968) | |
Net | $ 20,034 | $ 9,860 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of amortization expense for intangible assets - Intangible assets [Member] $ in Thousands | Mar. 31, 2022 USD ($) |
Summary of Significant Accounting Policies (Details) - Schedule of amortization expense for intangible assets [Line Items] | |
2023 | $ 2,734 |
2024 | 2,562 |
2025 | 1,730 |
2026 | 1,651 |
2027 | 1,651 |
Thereafter | 9,706 |
Total | $ 20,034 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of fair value measurements of our financial assets and liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Assets: | ||
Equity investment in Metaverse, at fair value | $ 7,028 | $ 6,443 |
Total fair value | 7,028 | 7,443 |
Liabilities: | ||
Current portion of earnout consideration on purchase of a business | 1,081 | |
Long term portion of earnout consideration on purchase of a business | 603 | |
Total fair value | 1,684 | |
Restricted cash | 1,000 | |
Level 1 [Member] | ||
Assets: | ||
Equity investment in Metaverse, at fair value | 7,028 | 6,443 |
Total fair value | 7,028 | 7,443 |
Liabilities: | ||
Current portion of earnout consideration on purchase of a business | ||
Total fair value | ||
Restricted cash | 1,000 | |
Level 2 [Member] | ||
Assets: | ||
Equity investment in Metaverse, at fair value | ||
Total fair value | ||
Liabilities: | ||
Current portion of earnout consideration on purchase of a business | ||
Total fair value | ||
Restricted cash | ||
Level 3 [Member] | ||
Assets: | ||
Equity investment in Metaverse, at fair value | ||
Total fair value | ||
Liabilities: | ||
Current portion of earnout consideration on purchase of a business | 1,081 | |
Long term portion of earnout consideration on purchase of a business | 603 | |
Total fair value | $ 1,684 | |
Restricted cash |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of goodwill and accumulated impairment charges $ in Thousands | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Schedule of goodwill and accumulated impairment charges [Abstract] | |
Goodwill at beginning | $ 8,701 |
Goodwill from business combinations – see Note 4 | 12,383 |
Goodwill at ending | $ 21,084 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details) - Schedule of accounts payable and accrued expenses - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule of accounts payable and accrued expenses [Abstract] | ||
Accounts payable | $ 34,177 | $ 30,111 |
Amounts due to producers, net | 10,430 | 10,557 |
Accrued compensation and benefits | 3,507 | 2,995 |
Accrued taxes (refund) payable | (78) | (99) |
Interest payable | 10 | |
Accrued other expenses | 3,989 | 3,053 |
Total accounts payable and accrued expenses | $ 52,025 | $ 46,627 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Details) - Schedule of prepaid and other current assets - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule of prepaid and other current assets [Abstract] | ||
Non-trade accounts receivable | $ 826 | $ 413 |
Advances | 2,117 | 1,841 |
Due from producers | 1,861 | 589 |
Prepaid insurance | 169 | 409 |
Other prepaid expenses | 820 | 405 |
Total prepaid and other current assets | $ 5,793 | $ 3,657 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies (Details) - Schedule of revenue categories - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cinema Equipment Business [Member] | ||
Cinema Equipment Business: | ||
Total Cinema Equipment Business revenue | $ 18,159 | $ 3,222 |
Content & Entertainment Business [Member] | ||
Content & Entertainment Business: | ||
Total Content & Entertainment Business revenue | 37,895 | 28,197 |
Phase I Deployment [Member] | Cinema Equipment Business [Member] | ||
Cinema Equipment Business: | ||
Total Cinema Equipment Business revenue | 654 | 552 |
Phase II Deployment [Member] | Cinema Equipment Business [Member] | ||
Cinema Equipment Business: | ||
Total Cinema Equipment Business revenue | 4,810 | 1,531 |
Services [Member] | Cinema Equipment Business [Member] | ||
Cinema Equipment Business: | ||
Total Cinema Equipment Business revenue | 1,428 | 539 |
Digital System Sales [Member] | Cinema Equipment Business [Member] | ||
Cinema Equipment Business: | ||
Total Cinema Equipment Business revenue | 11,267 | 600 |
Base Distribution Business [Member] | Content & Entertainment Business [Member] | ||
Content & Entertainment Business: | ||
Total Content & Entertainment Business revenue | 10,447 | 10,230 |
OTT Streaming and Digital [Member] | Content & Entertainment Business [Member] | ||
Content & Entertainment Business: | ||
Total Content & Entertainment Business revenue | $ 27,448 | $ 17,967 |
Other Interests (Details)
Other Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 15, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Other Interests [Abstract] | |||
Purchase price shares (in Shares) | 316,937 | ||
Investments for purchase of roundtable securities | $ 200 | ||
CDF2 Holdings [Member] | |||
Other Interests [Abstract] | |||
Ownership percentage | 100% | ||
Accounts receivable | $ 800 | $ 300 | |
Total Stockholders’ Deficit | 55,600 | 46,300 | |
Initial investment amount | $ 2,000 | 0 | |
CON TV, LLC [Member] | |||
Other Interests [Abstract] | |||
Majority interest, percentage | 85% | ||
Series A Preferred Stock [Member] | |||
Other Interests [Abstract] | |||
Preferred stock shares (in Shares) | 500 | ||
Warrant shares (in Shares) | 100 | ||
CDF2 Holdings [Member] | |||
Other Interests [Abstract] | |||
Digital cinema servicing revenue | $ 800 | $ 128 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 12 Months Ended | |||
Mar. 25, 2022 | Sep. 17, 2021 | May 12, 2021 | Mar. 31, 2022 | |
Business Combinations (Details) [Line Items] | ||||
Description of stock purchase agreement | On May 12, 2021, the Company entered into a stock purchase agreement (the “Foundation Stock Purchase Agreement”) with FoundationTV, Inc. (“FoundationTV”), to buy all of FoundationTV´s issued and outstanding stock in consideration of an aggregate of $5.2 million, of which $0.7 million was paid in cash and 1,483,129 shares of Common Stock, which were valued at $2.5 million, were issued at closing stock price of $1.69 on the closing date of June 9, 2021, and an additional $2.0 million will be paid in eight equal installments of one installment on each six month anniversary of closing over forty-eight months, and a final lump sum payment of $225 thousand on the four year anniversary of the closing, reduced by $0.2 million settlement of a prior relationship. | |||
Incurred transaction cost | $ 36,000 | |||
Cash payments discounted | 3% | |||
Short-term payable | $ 500,000 | |||
Long-term payable | $ 1,500,000 | |||
Useful life | 10 years | |||
Amortization expense | $ 240,000 | |||
Description of business combination | the Company entered into an asset purchase agreement (the “Bloody Disgusting Asset Purchase Agreement”) with Bloody Disgusting, LLC (“Bloody Disgusting”), to buy substantially all of the assets of Bloody Disgusting, in consideration of an aggregate of $7.8 million, of which $4.0 million was paid in cash and 1,039,501 shares of Common Stock, which were valued at $2.3 million, were issued at closing stock price of $2.23 on the closing date of September 17, 2021, and $1.7 million as of the fair value of the earnout liability, related to earnout targets, as defined, to be met as of March 2022, March 2023 and March 2024. The fair value of the earnout liability was estimated considering the weighted probability of scenarios on the earnout metrics possible outcomes during the earnout period. The Bloody Disgusting Asset Purchase Agreement contained certain conditions to closing and representations and warranties and covenants as are customary for transactions of this type. On September 17, 2021, the Bloody Disgusting acquisition was consummated. | |||
Business combination transaction description | Pursuant to the A&R DMR Agreement, the purchase price for the Transaction is $14,794,000 , subject to working capital and other adjustments, consisting of (1) $8,000,000 in cash paid at the closing of the Transaction and (ii) $8,400,000 paid, at the Company’s option, in either cash or Common Stock at its then market value, as follows: (a) $3,000,000 on the first anniversary of the closing of the Transaction, (b) $3,000,000 on the second anniversary of the closing of the Transaction, and (c) $2,400,000 on the third anniversary of the closing of the Transaction. | |||
Purchase price | $ 14,794,000 | |||
Cash paid | 8,000,000 | |||
Usefull life | 13 years | |||
Usefull life | 13 years | |||
Common Stock [Member] | ||||
Business Combinations (Details) [Line Items] | ||||
Cash paid | $ 8,400,000 | |||
Developed Technology Rights [Member] | ||||
Business Combinations (Details) [Line Items] | ||||
Useful life | 10 years | |||
Bloody Disgusting, LLC. [Member] | ||||
Business Combinations (Details) [Line Items] | ||||
Useful life | 12 years | |||
Amortization intangible assets | $ 211,000 | |||
DMR [Member] | ||||
Business Combinations (Details) [Line Items] | ||||
Amortization intangible assets | $ 0 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of business combinations $ in Thousands | Mar. 31, 2022 USD ($) |
Purchase Price | |
Purchase Price | $ 14,794 |
Total purchase price | 14,794 |
Allocation of purchase price | |
Deferred tax liability | (888) |
Cash and cash equivalents | 862 |
Accounts receivable | 1,531 |
Prepaid expense | 55 |
Other receivables | 3 |
Right of use asset - operating | 841 |
Furniture & fixtures | 6 |
Computers and related equipment | 28 |
Deposits | 43 |
Channel & platform | 6,300 |
Content rights | 299 |
Investment in Kor TV | 300 |
Goodwill | 6,537 |
Short term liabilities | (1,450) |
Long term liabilities | (561) |
Total allocation of purchase price | 14,794 |
FoundationTV, Inc. [Member] | |
Purchase Price | |
Purchase Price | 5,237 |
Total purchase price | 5,237 |
Allocation of purchase price | |
Developed technology | 3,200 |
Goodwill | 2,925 |
Total allocation of purchase price | 5,237 |
Bloody Disgusting, LLC. [Member] | |
Purchase Price | |
Purchase Price | 7,780 |
Total purchase price | 7,780 |
Allocation of purchase price | |
Right of use asset - operating | 9 |
Advertiser relationships | 3,750 |
Trade name | 1,100 |
Goodwill | 2,921 |
Total allocation of purchase price | $ 7,780 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of amortization expense per year for the developed technology acquired in the business combinations $ in Thousands | Mar. 31, 2022 USD ($) |
Schedule of amortization expense per year for the developed technology acquired in the business combinations [Abstract] | |
2023 | $ 320 |
2024 | 320 |
2025 | 320 |
2026 | 320 |
2027 | 320 |
2028 | 320 |
2029 | 320 |
2030 | 320 |
2031 | 320 |
2032 | 80 |
Total | $ 2,960 |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of amortization expense per year for the intangible assets acquired in the business combinations $ in Thousands | Mar. 31, 2022 USD ($) |
Bloody Disgusting, LLC [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | $ 423 |
2024 | 423 |
2025 | 423 |
2026 | 423 |
2027 | 423 |
2028 | 423 |
2029 | 423 |
2030 | 423 |
2031 | 423 |
2032 | 368 |
2033 | 313 |
2034 | 151 |
Total | 4,639 |
Bloody Disgusting, LLC [Member] | Advertiser relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 313 |
2024 | 313 |
2025 | 313 |
2026 | 313 |
2027 | 313 |
2028 | 313 |
2029 | 313 |
2030 | 313 |
2031 | 313 |
2032 | 313 |
2033 | 313 |
2034 | 151 |
Total | 3,594 |
Bloody Disgusting, LLC [Member] | Trade name [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 110 |
2024 | 110 |
2025 | 110 |
2026 | 110 |
2027 | 110 |
2028 | 110 |
2029 | 110 |
2030 | 110 |
2031 | 110 |
2032 | 55 |
2033 | |
2034 | |
Total | 1,045 |
DMR [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 508 |
2024 | 508 |
2025 | 508 |
2026 | 508 |
2027 | 508 |
2028 | 508 |
2029 | 508 |
2030 | 508 |
2031 | 508 |
2032 | 508 |
2033 | 508 |
2034 | 508 |
2035 | 503 |
Total | 6,599 |
DMR [Member] | Content Library [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 23 |
2024 | 23 |
2025 | 23 |
2026 | 23 |
2027 | 23 |
2028 | 23 |
2029 | 23 |
2030 | 23 |
2031 | 23 |
2032 | 23 |
2033 | 23 |
2034 | 23 |
2035 | 23 |
Total | 299 |
DMR [Member] | Channel [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 485 |
2024 | 485 |
2025 | 485 |
2026 | 485 |
2027 | 485 |
2028 | 485 |
2029 | 485 |
2030 | 485 |
2031 | 485 |
2032 | 485 |
2033 | 485 |
2034 | 485 |
2035 | 480 |
Total | $ 6,300 |
Business Combinations (Detail_5
Business Combinations (Details) - Schedule of consolidated statement of operations - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Condensed Income Statements, Captions [Line Items] | ||
Revenue | $ 1,319 | |
Net Income (Loss) | (133) | |
Proforma Information [Member[] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 64,158 | $ 39,513 |
Net Income (Loss) | $ 945 | $ (53,570) |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 11, 2020 | Apr. 15, 2020 | Feb. 28, 2013 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 22, 2021 | Apr. 30, 2021 | Mar. 04, 2021 | Jul. 03, 2019 | Mar. 30, 2018 | |
Notes Payable (Details) [Line Items] | |||||||||||
Restricted cash | $ 862,000 | ||||||||||
Principal amount loan | $ 7,800,000 | ||||||||||
Gain (loss) on extinguishment of notes payable | 2,178,000 | $ (1,498,000) | |||||||||
Maturity date | Sep. 28, 2021 | ||||||||||
Outstanding value | 0 | 2,000,000 | |||||||||
Prospect Loan [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Restricted cash | 0 | $ 1,000,000 | |||||||||
Line of Credit [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Maximum borrowing capacity | $ 18,000,000 | ||||||||||
Prospect Loan [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Debt loan agreement | $ 70,000,000 | ||||||||||
Basis spread on variable rate | 9% | ||||||||||
Debt interest rate | 2.50% | ||||||||||
Debt instrument maximum amount of support | 1,500,000 | ||||||||||
Prospect Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Debt variable rate basis floor | 2% | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Debt interest rate | 1% | 5% | |||||||||
Debt conversion (in Shares) | 6,666,667 | ||||||||||
Debt conversion price (in Dollars per share) | $ 1.5 | ||||||||||
Gain (loss) on extinguishment of notes payable | $ 285,000 | ||||||||||
Revolving Credit Facility [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Maximum borrowing capacity | $ 19,000,000 | ||||||||||
PPP Loan [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Gain (loss) on extinguishment of notes payable | 2,178,000 | ||||||||||
Credit facility outstanding | $ 2,200,000 | ||||||||||
CDCH [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Principal amount loan | $ 3,500,000 | ||||||||||
Revolving Credit Facility [Member] | Cinedigm Credit Facility [Member] | Prime Rate [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% | ||||||||||
Revolving Credit Facility [Member] | Cinedigm Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Basis spread on variable rate | 3.25% |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Long Term Portion [Member] | ||
Debt Instrument [Line Items] | ||
Prospect Loan | ||
Total non-recourse notes payable | ||
Total non-recourse notes payable, net of unamortized debt issuance costs and debt discounts | ||
Credit Facility | ||
PPP Loan | 2,152 | |
Total recourse notes payable | 2,152 | |
Less: Unamortized debt issuance costs and debt discounts | ||
Total recourse notes payable, net of unamortized debt issuance costs and debt discounts | 2,152 | |
Total notes payable, net of unamortized debt issuance costs | 2,152 | |
Current Portion [Member] | ||
Debt Instrument [Line Items] | ||
Prospect Loan | 7,786 | |
Total non-recourse notes payable | 7,786 | |
Total non-recourse notes payable, net of unamortized debt issuance costs and debt discounts | 7,786 | |
Credit Facility | 1,956 | |
PPP Loan | ||
Total recourse notes payable | 1,956 | |
Less: Unamortized debt issuance costs and debt discounts | ||
Total recourse notes payable, net of unamortized debt issuance costs and debt discounts | 1,956 | |
Total notes payable, net of unamortized debt issuance costs | $ 9,742 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of prospect loan - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule of prospect loan [Abstract] | ||
Prospect Loan, at issuance | $ 70,000 | $ 70,000 |
PIK Interest | 8,016 | 6,397 |
Payments to date | (78,016) | (68,611) |
Prospect Loan, gross | 7,786 | |
Less unamortized debt issuance costs and debt discounts | ||
Prospect Loan, net | 7,786 | |
Less current portion | (7,786) | |
Total long term portion |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2021 shares | May 31, 2021 shares | Aug. 31, 2017 shares | Oct. 31, 2013 $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) $ / shares shares | Oct. 11, 2021 shares | Oct. 23, 2020 shares | Dec. 04, 2019 shares | |
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Dividends preferred stock (in Dollars) | $ | $ 100 | $ 100 | |||||||
Stock dividends | 102,697 | 53,278 | |||||||
Treasury stock shares | 1,315,851 | 1,313,836 | |||||||
Share-based payment arrangement, option, exercise price range, shares outstanding | 217,337 | ||||||||
Share-based payment arrangement, option, exercise price range, outstanding, weighted average exercise price (in Dollars per share) | $ / shares | |||||||||
Options expired | 44,000 | ||||||||
Options forfeited | 250 | ||||||||
Granted shares | 2,025,250 | ||||||||
Maturity date | 10 years | ||||||||
Shares issued | 366,056 | ||||||||
Vested awards shares issued | 255,219 | ||||||||
Shares under option, granted | 1,317,554 | ||||||||
Common stock expired unexercised | 298,519 | ||||||||
Cinedigm Equity Incentive Plan [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Percent voting power threshold | 10% | ||||||||
Exercise price if voting threshold is met, percent | 110% | ||||||||
Common Stock [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Common stock, shares authorized | 275,000,000 | ||||||||
Minimum [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Grant date description | Grant Date: May 23, 2021 – November 30, 2021 | ||||||||
Maturity date description | Maturity Date: May 23, 2031 – November 30, 2031 | ||||||||
Fair value common stock per share (in Dollars per share) | $ / shares | $ 1.29 | ||||||||
Volatility percentage | 94.56% | ||||||||
Discount rate percentage | 0.96% | ||||||||
Expected term | 6 | ||||||||
Minimum [Member] | Two Thousand seventeen Plan [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Common stock, shares authorized | 14,098,270 | 4,098,270 | |||||||
Maximum [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Grant date description | Grant Date: May 23, 2021 – November 30, 2021 | ||||||||
Maturity date description | Maturity Date: May 23, 2031 – November 30, 2031 | ||||||||
Fair value common stock per share (in Dollars per share) | $ / shares | $ 2.56 | ||||||||
Volatility percentage | 114.42% | ||||||||
Discount rate percentage | 1.63% | ||||||||
Expected term | 6.5 years | ||||||||
Maximum [Member] | Two Thousand seventeen Plan [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Common stock, shares authorized | 18,098,270 | 14,098,270 | |||||||
Restricted Stock Awards [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Stock based compensation (in Dollars) | $ | $ 1 | $ 5 | |||||||
Class A Common Stock [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Common stock, shares authorized | 275,000,000 | 200,000,000 | |||||||
Common stock shares | 2,108,270 | ||||||||
Class A Common Stock [Member] | Cinedigm Equity Incentive Plan [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Number of shares authorized | 2,380,000 | ||||||||
Share-based payment arrangement, option, exercise price range, shares outstanding | 217,337 | 261,587 | |||||||
Share-based payment arrangement, option, exercise price range, outstanding, weighted average exercise price (in Dollars per share) | $ / shares | $ 14.49 | $ 14.99 | |||||||
Options outstanding, weighted average remaining contractual term | 1 year 6 months 14 days | 2 years 1 month 9 days | |||||||
Class A Common Stock [Member] | Common Stock [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Shares of common stock | 9,085,016 | ||||||||
Class A Common Stock [Member] | Minimum [Member] | Two Thousand seventeen Plan [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Number of shares authorized | 2,108,270 | ||||||||
Class A Common Stock [Member] | Maximum [Member] | Two Thousand seventeen Plan [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Number of shares authorized | 4,098,270 | ||||||||
Gaiam Americas, Inc. and Gaiam, Inc. GVE [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Number of employees joining company following acquisition | 10 | ||||||||
Shares under option, granted | 62,000 | ||||||||
Weighted average exercise price per share, granted (in Dollars per share) | $ / shares | $ 17.5 | ||||||||
Options, outstanding shares | 12,500 | ||||||||
Gaiam Americas, Inc. and Gaiam, Inc. GVE [Member] | Stock option [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Aware expiration period | 10 years | ||||||||
Board of Directors [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Shares issued | 280,690 | ||||||||
Stock based compensation (in Dollars) | $ | $ 386 | $ 293 | |||||||
Stock Appreciation Rights (SARs) [Member] | |||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Granted shares | 600,000 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) (Details) - Schedule of analysis of option activity | 12 Months Ended |
Mar. 31, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding (in Shares) | shares | 217,337 |
Weighted Average Exercise Price | |
Aggregate Intrinsic Value (in Dollars) | $ | |
$7.40 - $13.69 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Prices | $ 7.4 |
Options Outstanding (in Shares) | shares | 5,000 |
Weighted Average Remaining Life in Years | 3 years 3 months |
Weighted Average Exercise Price | $ 7.4 |
Aggregate Intrinsic Value (in Dollars) | $ | |
$14.00 - $24.40 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding (in Shares) | shares | 212,337 |
Weighted Average Remaining Life in Years | 1 year 6 months |
Weighted Average Exercise Price | $ 14.65 |
Aggregate Intrinsic Value (in Dollars) | $ | |
$14.00 - $24.40 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Prices | $ 14 |
$14.00 - $24.40 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Prices | $ 24.4 |
Options Exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted Average Remaining Life in Years | 1 year 6 months 14 days |
Weighted Average Exercise Price | $ 14.49 |
Options Exercisable (in Shares) | shares | 217,337,000 |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding $ / shares in Units, $ in Thousands | 12 Months Ended |
Mar. 31, 2022 USD ($) $ / shares shares | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | |
Options Outstanding (in Shares) | shares | 10,893,598 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 1,208 |
$0.54 - $0.74 [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | |
Range of Prices, Minimum | $ 0.54 |
Range of Prices, Maximum | $ 0.74 |
Options Outstanding (in Shares) | shares | 5,550,000 |
Weighted Average Remaining Life in Years | 8 years 8 months 26 days |
Weighted Average Exercise Price | $ 0.62 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 1,208 |
$1.16 - $1.47 [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | |
Range of Prices, Minimum | $ 1.16 |
Range of Prices, Maximum | $ 1.47 |
Options Outstanding (in Shares) | shares | 2,283,610 |
Weighted Average Remaining Life in Years | 7 years 10 months 24 days |
Weighted Average Exercise Price | $ 1.37 |
Aggregate Intrinsic Value (in Dollars) | $ | |
$1.71 - $2.10 [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | |
Range of Prices, Minimum | $ 1.71 |
Range of Prices, Maximum | $ 2.1 |
Options Outstanding (in Shares) | shares | 2,455,738 |
Weighted Average Remaining Life in Years | 8 years 10 months 28 days |
Weighted Average Exercise Price | $ 1.97 |
Aggregate Intrinsic Value (in Dollars) | $ | |
$2.23 - $2.56 [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | |
Range of Prices, Minimum | $ 2.23 |
Range of Prices, Maximum | $ 2.56 |
Options Outstanding (in Shares) | shares | 604,250 |
Weighted Average Remaining Life in Years | 9 years 7 months 6 days |
Weighted Average Exercise Price | $ 2.32 |
Aggregate Intrinsic Value (in Dollars) | $ | |
Options Exercisable [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | |
Weighted Average Remaining Life in Years | 7 years 3 days |
Weighted Average Exercise Price | $ 1.14 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 158 |
Options Exercisable (in Shares) | shares | 2,521,323 |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) (Details) - Schedule of SARs outstanding shares in Thousands | 12 Months Ended |
Mar. 31, 2022 shares | |
Schedule of SARs outstanding [Abstract] | |
SARs Outstanding March 31, 2021 | 9,154,933 |
Issued | 2,025,250 |
Forfeited | (286,585) |
Total SARs Outstanding March 31, 2022 | 10,893,598 |
Stockholders_ Equity (Deficit_6
Stockholders’ Equity (Deficit) (Details) - Schedule of activity for performance stock unit awards | 12 Months Ended |
Mar. 31, 2022 $ / shares shares | |
Schedule of activity for performance stock unit awards [Abstract] | |
Unvested balance, shares | shares | |
Unvested balance, Weighted Average Grant Date Fair Value | $ / shares | |
Granted, Shares | shares | 1,317,554 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | $ 1.25 |
Vested, Shares | shares | (621,275) |
Vested, Weighted Average Grant Date Fair Value | $ / shares | $ 1.25 |
Unvested balance, Shares | shares | 696,280 |
Unvested balance, Weighted Average Grant Date Fair Value | $ / shares | $ 1.25 |
Stockholders_ Equity (Deficit_7
Stockholders’ Equity (Deficit) (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Selling, general and administrative | $ 5,487 | $ 2,892 |
Selling, general and administrative [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Selling, general and administrative | $ 5,487 | $ 2,892 |
Stockholders_ Equity (Deficit_8
Stockholders’ Equity (Deficit) (Details) - Schedule of warrants - BEMG in connection with a term loan agreement [Member] | 12 Months Ended |
Mar. 31, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Amount outstanding | shares | 1,400,000 |
Expiration | 2022-12 |
Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price per share | $ / shares | $ 1.8 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |||
Jan. 05, 2022 | Mar. 31, 2022 | Nov. 01, 2021 | Sep. 01, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Weighted average life | 35 years | |||
Weighted average interest rate | 3.38% | |||
Minimum participation guaranty | $ 3,500,000 | |||
Arrangement payable | $ 1,500,000 | |||
First year anniversary arrangement | $ 1,000,000 | |||
Second year anniversary arrangement | $ 900,000 | |||
Percentage of owns rights | 50% | |||
Legal fees | $ 26,000 | |||
Interest On Revenue | 100% | |||
Hyde Park [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Legal fees | $ 100 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of lease-related assets and liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Liabilities | ||
Total operating lease liabilities | $ 749 | $ 100 |
Operating lease right-of-use asset [Member] | ||
Assets | ||
Noncurrent | 749 | 100 |
Operating leases – current portion [Member] | ||
Liabilities | ||
Current | 258 | 87 |
Operating leases – long-term portion [Member] | ||
Liabilities | ||
Noncurrent | $ 491 | $ 13 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of lease costs - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of lease costs [Abstract] | ||
Operating lease cost | $ 125 | $ 195 |
Total lease cost | 125 | 195 |
Cash paid for amounts included in the measurement of lease liabilities | 83 | 197 |
Operating cash flows used for operating leases | $ 83 | $ 197 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information and Disclosure of Non-Cash Investmenting an Financing Activity (Details) - Schedule of supplemental cash flows - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of supplemental cash flows [Abstract] | ||
Cash interest paid | $ 780 | $ 4,052 |
Income taxes paid | 79 | 232 |
Accrued dividends on preferred stock | 89 | |
Issuance of Class A common stock for payment of preferred stock dividends | 354 | 356 |
Issuance of Class A common stock to Metaverse, a related party | 11,046 | |
Contributed capital under the Metaverse transaction, a related party | 17,187 | |
Settlement of second lien loan with Class A common stock | 6,485 | |
Conversion of note payable | 15,067 | |
Class A common stock to be issued in connection with the asset acquisition | 2,905 | |
Metaverse shares used to pay down vendors | 897 | |
Issuance of Class A common stock for business combination | 4,825 | |
Deferred consideration in purchase of a business | 8,987 | |
Earnout consideration in purchase of a business | 1,461 | |
Treasury shares acquired for withholding taxes | $ 5 |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended |
Mar. 31, 2022 | |
Segment Information (Details) [Line Items] | |
Number of reportable segments | 2 |
Phase I Deployment [Member] | |
Segment Information (Details) [Line Items] | |
Number of systems installed | 696 |
Phase II Deployment [Member] | |
Segment Information (Details) [Line Items] | |
Number of systems installed | 2,147 |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment reporting, assets and debt - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Segment Information (Details) - Schedule of segment reporting, assets and debt [Line Items] | ||
Intangible Assets, net | $ 20,034 | $ 9,860 |
Goodwill | 21,084 | 8,701 |
Total Assets | 104,636 | 75,446 |
Notes Payable, Non-Recourse | 7,786 | |
Notes Payable | 4,108 | |
Operating lease liabilities | 749 | 100 |
Cinema Equipment Business [Member] | ||
Segment Information (Details) - Schedule of segment reporting, assets and debt [Line Items] | ||
Intangible Assets, net | ||
Goodwill | ||
Total Assets | 24,445 | 13,169 |
Notes Payable, Non-Recourse | 7,786 | |
Notes Payable | ||
Operating lease liabilities | 1 | |
Content & Entertainment Business [Member] | ||
Segment Information (Details) - Schedule of segment reporting, assets and debt [Line Items] | ||
Intangible Assets, net | 19,946 | 9,858 |
Goodwill | 21,084 | 8,701 |
Total Assets | 68,873 | 42,733 |
Notes Payable, Non-Recourse | ||
Notes Payable | ||
Operating lease liabilities | 69 | |
Corporate [Member] | ||
Segment Information (Details) - Schedule of segment reporting, assets and debt [Line Items] | ||
Intangible Assets, net | 88 | 2 |
Goodwill | ||
Total Assets | 11,318 | 19,544 |
Notes Payable, Non-Recourse | ||
Notes Payable | 4,108 | |
Operating lease liabilities | $ 749 | $ 30 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of segment reporting, statement of operations - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cinema Equipment Business [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 18,159 | $ 3,222 |
Direct operating (exclusive of depreciation and amortization shown below) | 687 | 683 |
Selling, general and administrative | 1,890 | 2,277 |
Allocation of corporate overhead | 560 | 586 |
Provision for (recovery of) doubtful accounts | (485) | (121) |
Intangible Impairment | ||
Depreciation and amortization of property and equipment | 1,160 | 3,916 |
Amortization and impairment of intangible assets | 23 | |
Total operating expenses | 3,812 | 7,364 |
Income (loss) from operations | 14,347 | (4,142) |
Content & Entertainment Business [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 37,895 | 28,197 |
Direct operating (exclusive of depreciation and amortization shown below) | 20,207 | 15,420 |
Selling, general and administrative | 13,935 | 9,798 |
Allocation of corporate overhead | 3,752 | 3,872 |
Provision for (recovery of) doubtful accounts | (1) | |
Intangible Impairment | 1,968 | |
Depreciation and amortization of property and equipment | 571 | 461 |
Amortization and impairment of intangible assets | 2,830 | 2,488 |
Total operating expenses | 43,263 | 32,038 |
Income (loss) from operations | (5,368) | (3,841) |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Direct operating (exclusive of depreciation and amortization shown below) | ||
Selling, general and administrative | 14,211 | 9,917 |
Allocation of corporate overhead | (4,312) | (4,458) |
Provision for (recovery of) doubtful accounts | ||
Intangible Impairment | ||
Depreciation and amortization of property and equipment | 3 | 27 |
Amortization and impairment of intangible assets | 2 | 4 |
Total operating expenses | 9,904 | 5,490 |
Income (loss) from operations | (9,904) | (5,490) |
Consolidated [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 56,054 | 31,419 |
Direct operating (exclusive of depreciation and amortization shown below) | 20,894 | 16,103 |
Selling, general and administrative | 30,036 | 21,992 |
Allocation of corporate overhead | ||
Provision for (recovery of) doubtful accounts | (485) | (122) |
Intangible Impairment | 1,968 | |
Depreciation and amortization of property and equipment | 1,734 | 4,404 |
Amortization and impairment of intangible assets | 2,832 | 2,515 |
Total operating expenses | 56,979 | 44,892 |
Income (loss) from operations | $ (925) | $ (13,473) |
Segment Information (Details)_3
Segment Information (Details) - Schedule of segment reporting, employee stock-based compensation expense - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total stock-based compensation | $ 5,487 | $ 2,892 |
Cinema Equipment Business [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total stock-based compensation | ||
Content & Entertainment Business [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total stock-based compensation | 1,034 | 264 |
Corporate [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total stock-based compensation | 4,453 | 2,628 |
Direct operating [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total stock-based compensation | ||
Direct operating [Member] | Cinema Equipment Business [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total stock-based compensation | ||
Direct operating [Member] | Content & Entertainment Business [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total stock-based compensation | ||
Direct operating [Member] | Corporate [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total stock-based compensation | ||
Selling, general and administrative [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total stock-based compensation | 5,487 | 2,892 |
Selling, general and administrative [Member] | Cinema Equipment Business [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total stock-based compensation | ||
Selling, general and administrative [Member] | Content & Entertainment Business [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total stock-based compensation | 1,034 | 264 |
Selling, general and administrative [Member] | Corporate [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total stock-based compensation | $ 4,453 | $ 2,628 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2018 | |
Income Taxes (Details) [Line Items] | ||||
Income tax benefit from operations | $ (800,000) | |||
Income tax expense | $ (300,000) | |||
income tax benefit substantially related | $ (0.8) | |||
Income tax expense (in Dollars per share) | $ 0.1 | |||
Net change in valuation allowance | $ 2,200,000 | $ 13,400,000 | ||
Net operating loss carryforwards | $ 32,600,000 | |||
Deferred tax assets, operating loss carryforwards | $ 233,500,000 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 209,000,000 | |||
Domestic Tax Authority [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Net operating loss carryforwards | 55,200,000 | |||
Foreign Tax Authority [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Net operating loss carryforwards | 22,600,000 | |||
State and Local Jurisdiction [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Net operating loss carryforwards | $ 55,200,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of components of income tax expense benefit - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Federal: | ||
Current | ||
Deferred | 672 | |
Total federal | 672 | |
State: | ||
Current | (100) | 315 |
Deferred | 216 | |
Total State | 116 | 315 |
Income tax benefit (expense) | $ 788 | $ 315 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net deferred tax - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 15,853 | $ 15,019 |
Stock-based compensation | 2,391 | 934 |
Intangibles | 5,247 | 5,879 |
Accrued liabilities | 1,216 | 1,054 |
Allowance for doubtful accounts | 865 | 845 |
Investments | 3,797 | 3,857 |
Nondeductible interest expense | 3,654 | 3,693 |
Other | 326 | 113 |
Total deferred tax assets before valuation allowance | 33,349 | 31,394 |
Less: Valuation allowance | (33,212) | (30,969) |
Total deferred tax assets after valuation allowance | 137 | 425 |
Deferred tax liabilities: | ||
Depreciation and amortization | (137) | (425) |
Total deferred tax liabilities | (137) | (425) |
Net deferred tax |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of united states statutory federal tax rate and our effective tax rate | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of united states statutory federal tax rate and our effective tax rate [Abstract] | ||
Provision at the U.S. statutory federal tax rate | 21% | 21% |
State income taxes, net of federal benefit | (83.70%) | 5.70% |
Change in valuation allowance | 137% | (26.70%) |
Non-deductible expenses | 31.50% | (3.40%) |
Executive officer compensation limitation – Section 162(m) | 2.80% | |
PPP loan forgiveness | (30.90%) | |
Losses from non-consolidated entities | (131.10%) | 3.80% |
Other | 0.20% | 0.10% |
Income tax benefit /(expense) | (53.20%) | 0.50% |