Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 26, 2017 | Sep. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Central Index Key | 1,173,204 | ||
Entity Registrant Name | CINEDIGM CORP. | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2017 | ||
Current Fiscal Year End Date | --03-31 | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 12,386,353 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Public Float | $ 13,713,062 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 12,566 | $ 25,481 |
Accounts receivable, net | 53,608 | 52,898 |
Inventory, net | 1,137 | 2,024 |
Unbilled revenue | 5,655 | 5,570 |
Prepaid and other current assets | 13,484 | 15,872 |
Total current assets | 86,450 | 101,845 |
Restricted cash | 1,000 | 8,983 |
Property and equipment, net | 33,138 | 61,740 |
Intangible assets, net | 20,227 | 25,940 |
Goodwill | 8,701 | 8,701 |
Debt issuance costs, net | 260 | 894 |
Other long-term assets | 1,558 | 1,295 |
Total assets | 151,334 | 209,398 |
Current liabilities | ||
Accounts payable and accrued expenses | 73,679 | 68,517 |
Current portion of notes payable, non-recourse | 6,056 | 29,074 |
Current portion of notes payable | 19,599 | 0 |
Current portion of capital leases | 66 | 341 |
Current portion of deferred revenue | 2,461 | 2,901 |
Total current liabilities | 101,861 | 100,833 |
Notes payable, non-recourse, net of current portion and unamortized debt issuance costs | 55,048 | 83,238 |
Notes payable, net of current portion and unamortized debt issuance costs | 59,396 | 86,938 |
Capital leases, net of current portion | 0 | 3,884 |
Deferred revenue, net of current portion | 5,324 | 7,532 |
Other long-term liabilities | 408 | 0 |
Total liabilities | 222,037 | 282,425 |
Commitments and Contingencies | ||
Stockholders’ Deficit | ||
Preferred stock | 3,559 | 3,559 |
Common stock | 12 | 9 |
Additional paid-in capital | 287,393 | 269,941 |
Treasury stock, at cost | 0 | (2,839) |
Accumulated deficit | (360,415) | (342,448) |
Accumulated other comprehensive loss | (38) | (64) |
Total stockholders’ deficit of Cinedigm Corp. | (69,489) | (71,842) |
Deficit attributable to noncontrolling interest | (1,214) | (1,185) |
Total deficit | (70,703) | (73,027) |
Total liabilities and deficit | $ 151,334 | $ 209,398 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Mar. 31, 2017 | |
Unamortized debt issuance cost | $ 3,989,000 | $ 5,340,000 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Series A preferred stock | ||
Preferred stock, shares authorized (in shares) | 20 | 20 |
Preferred stock, dividend rate (percentage) | 10.00% | 10.00% |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 7 | 7 |
Preferred stock, shares outstanding (in shares) | 7 | 7 |
Preferred stock, liquidation preference | $ 3,648 | $ 3,648 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 21,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 7,977,861 | 11,841,983 |
Common stock, shares outstanding (in shares) | 7,700,617 | 11,841,983 |
Treasury stock, Class A shares (in shares) | 277,244 | 0 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,241,000 | 1,241,000 |
Common stock, shares issued (in shares) | 1,241,000 | 1,241,000 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Secured Debt [Member] | ||
Unamortized debt issuance cost | $ 4,577,000 | $ 2,701,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 104,449 | $ 90,394 |
Costs and expenses: | ||
Direct operating (excludes depreciation and amortization shown below) | 31,341 | 25,121 |
Selling, general and administrative | 33,367 | 23,776 |
Provision for doubtful accounts | 789 | 1,213 |
Restructuring expenses | 1,130 | 87 |
Goodwill impairment | 18,000 | 0 |
Litigation Settlement, Amount | 2,228 | 0 |
Depreciation and amortization of property and equipment | 37,344 | 27,722 |
Amortization of intangible assets | 5,852 | 5,718 |
Total operating expenses | 125,595 | 83,637 |
Income (loss) from operations | (21,146) | 6,757 |
Interest income | 82 | 73 |
Interest expense | (20,642) | (19,068) |
Loss on extinguishment of notes payable | (931) | (1,063) |
Debt conversion expense | 0 | (4,352) |
Gain on termination of capital lease | 0 | 2,535 |
Other income, net | 513 | 31 |
Change in fair value of interest rate derivatives | (40) | 142 |
Loss before income tax expense | (42,164) | (14,945) |
Income tax expense | (345) | (252) |
Net loss | (42,509) | (15,197) |
Net loss attributable to noncontrolling interest | 767 | 68 |
Net loss attributable to controlling interests | (41,742) | (15,129) |
Preferred stock dividends | (356) | (356) |
Net loss attributable to common stockholders | $ (42,098) | $ (15,485) |
Net loss per Class A and Class B common stock attributable to common stockholders - basic and diluted: | ||
Net loss attributable to common shareholders (in dollars per share) | $ (6.51) | $ (1.92) |
Weighted average number of Class A and Class B common stock outstanding: basic and diluted | 6,467,978 | 8,049,160 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (42,509) | $ (15,197) |
Other comprehensive income (loss): foreign exchange translation | (7) | 26 |
Comprehensive loss | (42,516) | (15,171) |
Less: comprehensive loss attributable to noncontrolling interest | 767 | 68 |
Comprehensive loss attributable to controlling interests | $ (41,749) | $ (15,103) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Series A preferred stock | Preferred Stock [Member]Series A preferred stock | Common Stock [Member]Common Class A and B | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Parent [Member] | Noncontrolling Interest [Member] |
Series A preferred stock balance (in shares) at Mar. 31, 2015 | 7 | |||||||||
Common stock balance (in shares) at Mar. 31, 2015 | 7,717,850 | |||||||||
Treasury stock balance (in shares) at Mar. 31, 2015 | (5,144) | |||||||||
Stockholders' equity (deficit), beginning balance at Mar. 31, 2015 | $ (19,137) | $ 3,559 | $ 77 | $ (172) | $ 277,984 | $ (300,350) | $ (57) | $ (18,959) | $ (178) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign exchange translation | $ (7) | (7) | (7) | |||||||
Cashless exercise of stock options (in shares) | 2,500 | 65 | ||||||||
Issuance of common stock for professional services of third parties (in shares) | 37,346 | |||||||||
Issuance of common stock for professional services of third parties | $ 187 | $ 1 | 186 | 187 | ||||||
Unamortized stock based compensation issued to Board of Directors | (141) | (141) | (141) | |||||||
Issuance of common stock to Board of Directors (in shares) | 155,059 | |||||||||
Issuance of common stock to Board of Directors | 500 | $ 1 | 499 | 500 | ||||||
Stock-based compensation | 1,021 | 1,021 | 1,021 | |||||||
Preferred stock dividends (in shares) | 67,541 | |||||||||
Preferred stock dividends | 0 | 356 | (356) | |||||||
Contribution by noncontrolling interest owner | 1,166 | 1,166 | ||||||||
Capital contributions to Cinedigm Corp. by noncontrolling interest | 0 | 1,406 | 1,406 | (1,406) | ||||||
Repurchase of Class A common stock (in shares) | (272,100) | |||||||||
Repurchase of Class A common stock | (2,667) | $ (2,667) | (2,667) | |||||||
Structured stock repurchase transaction | (11,440) | (11,440) | (11,440) | |||||||
Net loss | (42,509) | (41,742) | (41,742) | (767) | ||||||
Series A preferred stock balance (in shares) (Scenario, Previously Reported [Member]) at Mar. 31, 2016 | 7 | |||||||||
Series A preferred stock balance (in shares) at Mar. 31, 2016 | 7 | 7 | ||||||||
Common stock balance (in shares) (Scenario, Previously Reported [Member]) at Mar. 31, 2016 | 7,977,861 | |||||||||
Common stock balance (in shares) at Mar. 31, 2016 | 7,977,861 | |||||||||
Treasury stock balance (in shares) (Scenario, Previously Reported [Member]) at Mar. 31, 2016 | (277,244) | |||||||||
Treasury stock balance (in shares) at Mar. 31, 2016 | (277,244) | |||||||||
Stockholders' equity (deficit), ending balance (Scenario, Previously Reported [Member]) at Mar. 31, 2016 | (73,027) | $ 3,559 | $ 79 | $ (2,839) | 269,871 | (342,448) | (64) | (71,842) | (1,185) | |
Stockholders' equity (deficit), ending balance at Mar. 31, 2016 | (73,027) | $ 3,559 | 9 | $ (2,839) | 269,941 | (342,448) | (64) | (71,842) | (1,185) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Adjust par value of common stock for 1-for-10 stock split | 0 | $ (70) | 70 | |||||||
Foreign exchange translation | 26 | 26 | 26 | |||||||
Issuance of common stock for professional services of third parties (in shares) | 419,838 | |||||||||
Issuance of common stock for professional services of third parties | 342 | 342 | 342 | |||||||
Stock-based compensation (in shares) | 125,000 | |||||||||
Unamortized stock based compensation issued to Board of Directors | 250 | 250 | 250 | |||||||
Amortization of stock based compensation issued to Board of Directors | 272 | 272 | 272 | |||||||
Common stock issued in connection with induced conversion of Convertible Notes (in shares) | 1,297,756 | |||||||||
Common stock issued in connection with induced conversion of Convertible Notes | 14,280 | $ 1 | 14,279 | 14,280 | ||||||
Issuance of restricted stock awards (in shares) | 1,054,865 | |||||||||
Issuance of restricted stock awards | 0 | $ 1 | (1) | |||||||
Issuance of common stock in connection with Second Secured Lien Notes (in shares) | 751,450 | |||||||||
Issuance of common stock in connection with Second Secured Lien Notes | 1,056 | $ 1 | 1,055 | 1,056 | ||||||
Issuance of warrants in connection with Second Secured Lien Notes | 107 | 107 | 107 | |||||||
Stock-based compensation | 804 | 804 | 804 | |||||||
Extension of terms in connection with Sageview Warrants | 345 | 345 | 345 | |||||||
Preferred stock dividends (in shares) | 215,213 | |||||||||
Preferred stock dividends | 0 | 356 | (356) | |||||||
Re-issuance of treasury stock in connection with convertible notes exchange transaction (in shares) | 277,244 | |||||||||
Re-issuance of treasury stock in connection with convertible notes exchange transaction | $ 2,839 | (357) | (2,482) | |||||||
Contribution by noncontrolling interest owner | 39 | 39 | ||||||||
Net loss | (15,197) | (15,129) | (15,129) | (68) | ||||||
Series A preferred stock balance (in shares) at Mar. 31, 2017 | 7 | 7 | ||||||||
Common stock balance (in shares) at Mar. 31, 2017 | 11,841,983 | |||||||||
Treasury stock balance (in shares) at Mar. 31, 2017 | 0 | |||||||||
Stockholders' equity (deficit), ending balance at Mar. 31, 2017 | $ (70,703) | $ 3,559 | $ 12 | $ 0 | $ 287,393 | $ (360,415) | $ (38) | $ (69,489) | $ (1,214) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (42,509) | $ (15,197) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation and amortization of property and equipment and amortization of intangible assets | 43,196 | 33,440 |
Goodwill impairment | 18,000 | 0 |
Gain on termination of capital lease | 0 | (2,535) |
Loss on disposal of property and equipment | 89 | 0 |
Amortization of debt issuance costs included in interest expense | 2,463 | 2,688 |
Provision for doubtful accounts | 789 | 1,213 |
Provision for inventory reserve | 900 | 376 |
Stock-based compensation and expenses | 1,832 | 1,726 |
Change in fair value of interest rate derivatives | 40 | 142 |
Accretion and PIK interest expense added to note payable | 1,677 | 1,034 |
Gains (Losses) on Extinguishment of Debt and Debt Conversion Expense | (931) | (5,415) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,988 | (2,186) |
Inventory | 286 | 511 |
Unbilled revenue | (505) | (85) |
Prepaid and other assets | 3,653 | 1,873 |
Accounts payable, accrued expenses and other | (8,901) | 5,932 |
Deferred revenue | (2,425) | (2,648) |
Net cash provided by operating activities | 25,504 | 31,699 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,381) | (481) |
Purchases of intangible assets | (8) | (5) |
Net cash used in investing activities | (1,389) | (486) |
Cash flows from financing activities: | ||
Payments of notes payable | (59,934) | (53,088) |
Proceeds from notes payable | 64,000 | 5,525 |
Net repayment of from revolving credit facility | (2,367) | (2,328) |
Payment for structured stock repurchase forward contract | (11,440) | 0 |
Repurchase of Class A common stock | (2,667) | 0 |
Principal payments on capital leases | (501) | (224) |
Payments for debt issuance costs | (3,658) | (2,035) |
Contributions from noncontrolling interest | 1,166 | 39 |
Change in restricted cash balances | (2,232) | 7,983 |
Net cash used in financing activities | (17,633) | (44,128) |
Net change in cash and cash equivalents | 6,482 | (12,915) |
Cash and cash equivalents at beginning of year | 25,481 | |
Cash and cash equivalents at end of year | $ 25,481 | $ 12,566 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parentheticals) $ in Thousands | 12 Months Ended |
Mar. 31, 2014USD ($) | |
Statement of Cash Flows [Abstract] | |
Cash acquired in purchase of New Video Group, Inc. | $ 6,873 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Cinedigm Corp. ("Cinedigm," the "Company," "we," "us," or similar pronouns) was incorporated in Delaware on March 31, 2000. We are (i) a leading 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 and (ii) a leading servicer of digital cinema assets in over 12,000 movie screens in both North America and several international countries. We report our financial results in four primary segments as follows: (1) the first digital cinema deployment (“Phase I Deployment”), (2) the second digital cinema deployment (“Phase II Deployment”), (3) digital cinema services (“Services”) and (4) media content and entertainment group (“Content & Entertainment” or "CEG"). The Phase I Deployment and Phase II Deployment segments are the non-recourse, financing vehicles and administrators for our digital cinema equipment (the “Systems”) installed in movie theatres throughout the United States, and in Australia and New Zealand. Our Services segment provides fee based support to over 12,000 movie screens in our Phase I Deployment and Phase II Deployment segments, as well as directly to exhibitors and other third party customers, in the form of monitoring, billing, collection and verification services. Our Content & Entertainment segment is focused on: (1) ancillary market aggregation and distribution of entertainment content and; (2) a branded and curated over-the-top ("OTT") digital network business, providing entertainment channels and applications. Beginning in December 2015, certain of our Phase I Deployment Systems began to reach the conclusion of their deployment payment period with certain distributors and, therefore, VPF revenues ceased to be recognized on such Systems, related to such distributors. Furthermore, because the Phase I Deployment installation period ended in November 2007, a majority of the VPF revenue associated with the Phase I Deployment Systems has ended. As of March 31, 2017 , 2,467 of the systems in our Phase I Deployment segment had ceased to earn a significant portion VPF revenue from these major studios, representing approximately 66% of the total Systems in our Phase I deployment. By December 2017, we expect that nearly all of our Phase I Deployment systems will no longer earn VPF revenue from certain major studios. We expect to continue to earn VPF revenue from other distributors and ancillary revenue from the Phase I Deployment Systems through December of 2020; however, such amounts are expected to be significantly less material to our consolidated financial statements. The expected reduction in VPF revenue on our Phase I Deployment systems is scheduled to approximately coincide with the conclusion of certain of our non-recourse debt obligations and, therefore, we expect that reduced cash outflows related to such non-recourse debt obligations will partially offset reduced VPF revenue after November 2017. Under the terms of our standard Phase I Deployment licensing agreements, exhibitors will continue to have the right to use our Systems through December 2020, 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. We are structured so that our digital cinema business (collectively, the Phase I Deployment, Phase II Deployment and Services segments) operates independently from our Content & Entertainment segment. As of March 31, 2017 , we had approximately $63.8 million of outstanding debt principal that relates to, and is serviced by, our digital cinema business and is non-recourse to us. We also had approximately $84.3 million of outstanding debt principal that is a part of our Content & Entertainment and Corporate segments. Liquidity We have incurred consolidated net losses of $15.2 million and $42.5 million for the years ended March 31, 2017 and 2016, respectively. We have an accumulated deficit of $360.4 million as of March 31, 2017 . In addition, we have significant debt related contractual obligations for the fiscal year ended March 31, 2018 and beyond. We believe the combination of: (i) our cash and restricted cash balances at March 31, 2017, (ii) implemented and planned cost reduction initiatives, and (iii) the availability of debt financing secured in the current fiscal year, and (iv) expected cash flows from operations will be sufficient to satisfy our liquidity and capital requirements for at least a year after these consolidated financial statements are available to be issued. Our capital requirements will depend on many factors, and we may need to use available capital resources and raise additional capital. We have entered into a transaction with a strategic partner (See Note 12) that will satisfy the Company’s future contractual obligations, liquidity and cash flow needs. Failure to generate additional revenues, raise 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, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND CONSOLIDATION Our consolidated financial statements include the accounts of Cinedigm 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 of accounting. 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 4 - Other Interests to the Consolidated Financial Statements for a discussion of our noncontrolling 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 accounts receivable reserves, return reserves, inventory reserves, recovery of advances, assessment of goodwill and intangible asset impairment and valuation allowances for income taxes. Actual results could differ from these estimates. CASH AND CASH EQUIVALENTS We consider all highly liquid investments with an original maturity of three months or less to be “cash equivalents.” We maintain bank accounts with major banks, which, from time to time, may exceed the Federal Deposit Insurance Corporation’s insured limits. We periodically assess the financial condition of the institutions and believe that the risk of any loss is minimal. ACCOUNTS RECEIVABLE We maintain reserves for potential credit losses on accounts receivable. We review the composition of accounts receivable and analyze historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. Our Content & Entertainment segment recognizes accounts receivable, net of an estimated allowance for product returns and customer chargebacks, at the time that it recognizes revenue from a sale. We base the amount of the returns allowance and customer chargebacks upon historical experience and future expectations. We record accounts receivable, long-term in connection with activation fees that we earn from Systems deployments that have extended payment terms. Such accounts receivable are discounted to their present value at prevailing market rates. Accounts receivable, long-term are included in other long-term assets on the Consolidated Balance Sheets. UNBILLED AND DEFERRED REVENUE Unbilled revenue represent amounts recognized as revenue for which invoices have not yet been sent to clients. Deferred revenue represents amounts billed or payments received for which revenue has not yet been earned. ADVANCES Advances, which are recorded within prepaid and other current assets within the Consolidated Balance Sheets, represent amounts prepaid to studios or content producers for which we provide content distribution services. We evaluate advances regularly for recoverability and record impairment charges for amounts that we expect may not be recoverable as of the consolidated balance sheet date. We recorded impairments and accelerated amortization related to our advances of $3.6 million during fiscal year 2017 and $2.5 million during fiscal year 2016. INVENTORY, NET Inventory consists of finished goods of Company owned physical DVD and Blu-ray Disc titles and is stated at the lower of cost (determined based on weighted average cost) or market. We identify inventory items to be written down for obsolescence based on their sales status and condition. We write down discontinued or slow moving inventories based on an estimate of the markdown to retail price needed to sell through our current stock level of the inventories. RESTRICTED CASH Our Prospect Loan requires that we maintain specified cash balances that are restricted to repayment of interest, as defined. See Note 5 - Notes Payable for information about our restricted cash balances. PROPERTY AND EQUIPMENT Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows: Computer equipment and software 3 - 5 years Digital cinema projection systems 10 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 6 years Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the leasehold improvements. Maintenance and repair costs are charged to expense as incurred. Major renewals, improvements and additions are capitalized. Upon the sale or other disposition of any property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and the gain or loss on disposal is included in the consolidated statements of operations. ACCOUNTING FOR DERIVATIVE ACTIVITIES Derivative financial instruments are recorded at fair value. Changes in the fair value of derivative financial instruments are either recognized in accumulated other comprehensive loss (a component of stockholders' deficit) or in the consolidated statements of operations depending on whether the derivative qualifies for hedge accounting. We entered into an interest rate cap transaction during the fiscal year ended March 31, 2013 to limit our exposure to interest rates on the Prospect Loan, which matures March 31, 2018. We have not sought hedge accounting treatment for the interest rate cap and therefore, changes in its value are recorded in the consolidated statements of operations. FAIR VALUE MEASUREMENTS The fair value measurement disclosures are grouped into three levels based on valuation factors: • Level 1 – quoted prices in active markets for identical investments • Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs) • Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments) Assets and liabilities measured at fair value on a recurring basis use the market approach, where prices and other relevant information are generated by market transactions involving identical or comparable assets or liabilities. The following tables summarize the levels of fair value measurements of our financial assets and liabilities: As of March 31, 2017 (In thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 1,000 $ — $ — $ 1,000 As of March 31, 2016 (In thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 8,983 $ — $ — $ 8,983 Interest rate derivatives — 12 — 12 $ 8,983 $ 12 $ — $ 8,995 Our cash and cash equivalents, accounts receivable, unbilled revenue and accounts payable and accrued expenses are financial instruments that are recorded at cost in the Consolidated Balance Sheets because the estimated fair values of these financial instruments approximate their carrying amounts due to their short-term nature. At March 31, 2017 and 2016 , the estimated fair value of our fixed rate debt approximated its carrying amount. We estimated the fair value of debt based upon current interest rates available to us at the respective balance sheet dates for arrangements with similar terms and conditions. Based on borrowing rates currently available to us for loans with similar terms, the carrying value of notes payable and capital lease obligations approximates fair value. IMPAIRMENT OF LONG-LIVED AND FINITE-LIVED ASSETS We review the recoverability of our long-lived assets and finite-lived intangible assets, when events or conditions occur that indicate a possible impairment exists. The assessment for recoverability is based primarily on our ability to recover the carrying value of our long-lived and finite-lived assets from expected future undiscounted net cash flows. If the total of expected future undiscounted cash flows is less than the total carrying value of the assets, the asset is deemed not to be recoverable and possibly impaired. We then estimate the fair value of the asset to determine whether an impairment loss should be recognized. An impairment loss will be recognized if the asset's fair value is determined to be less than its carrying value. Fair value is determined by computing the expected future discounted cash flows. During the fiscal years ended March 31, 2017 and 2016 , no impairment charge was recorded for long-lived assets or finite-lived assets. GOODWILL Goodwill is the excess of the purchase price paid over the fair value of the net assets of an acquired business. Goodwill is tested for impairment on an annual basis or more often if warranted by events or changes in circumstances indicating that the carrying value may exceed fair value, also known as impairment indicators. Inherent in the fair value determination for each reporting unit are certain judgments and estimates relating to future cash flows, including management’s interpretation of current economic indicators and market conditions, and assumptions about our strategic plans with regard to its operations. To the extent additional information arises, market conditions change or our strategies change, it is possible that the conclusion regarding whether our remaining goodwill is impaired could change and result in future goodwill impairment charges that will have a material effect on our consolidated financial position or results of operations. We apply the applicable accounting guidance when testing goodwill for impairment, which permits us to make a qualitative assessment of whether goodwill is impaired, or opt to bypass the qualitative assessment, and proceed directly to performing the first step of the two-step impairment test. If we perform a qualitative assessment and conclude it is more likely than not that the fair value of a reporting unit exceeds its carrying value, goodwill is not considered impaired and the two-step impairment test is unnecessary. However, if we conclude otherwise, we are required to perform the first step of the two-step impairment test. We have the unconditional option to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. We may resume performing the qualitative assessment in any subsequent period. For reporting units where we decide to perform a qualitative assessment, we assess and make judgments regarding a variety of factors which potentially impact the fair value of a reporting unit, including general economic conditions, industry and market-specific conditions, customer behavior, cost factors, our financial performance and trends, our strategies and business plans, capital requirements, management and personnel issues, and our stock price, among others. We then consider the totality of these and other factors, placing more weight on the events and circumstances that are judged to most affect a reporting unit's fair value or the carrying amount of its net assets, to reach a qualitative conclusion regarding whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. For reporting units where we decide to perform a quantitative testing approach in order to test goodwill, a determination of the fair value of our reporting units is required and is based, among other things, on estimates of future operating performance of the reporting unit and/or the component of the entity being valued. This impairment test includes the projection and discounting of cash flows, analysis of our market factors impacting the businesses we operate and estimating the fair values of tangible and intangible assets and liabilities. Estimating future cash flows and determining their present values are based upon, among other things, certain assumptions about expected future operating performance and appropriate discount rates determined by us. The discounted cash flow methodology establishes fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. The discount rate applied to the projected future cash flows to arrive at the present value is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The discounted cash flow methodology uses projections of financial performance for a five-year period. The most significant assumptions used in the discounted cash flow methodology are the discount rate and expected future revenues and gross margins, which vary among reporting units. The market participant based weighted average cost of capital for each unit gives consideration to factors including, but not limited to, capital structure, historic and projected financial performance, industry risk and size. During the year ended March 31, 2016 , we performed goodwill impairment testing as of September 30, 2015. The impairment testing as of September 30, 2015 determined that our CEG reporting unit had a fair value less than the unit's carrying amount, which resulted in an $18.0 million impairment charge to goodwill as of such date. The goodwill impairment recorded in fiscal 2016 was primarily a result of reduced expectations of future cash flows to be generated by our CEG reporting unit, reflecting the continuing decline in consumer demand for packaged goods in favor of films in downloadable form and slower than expected growth in our OTT channel business. Future decreases in the fair value of our CEG reporting unit may require us to record additional goodwill impairment, particularly if our expectations of future cash flows are not achieved. In determining fair value of the CEG reporting unit, we used various assumptions, including expectations of future cash flows based on projections or forecasts derived from analysis of business prospects, economic or market trends and any regulatory changes that may occur. We estimated the fair value of the reporting unit using a net present value methodology, which is dependent on significant assumptions related to estimated future discounted cash flows, discount rates and tax rates. The assumptions for the goodwill impairment test should not be construed as earnings guidance or long-term projections. Our cash flow assumptions are based on internal projections of adjusted EBITDA for the Content & Entertainment reporting unit. We assumed a market-based weighted average cost of capital of 17% to discount cash flows for our CEG segment and used a blended federal and state tax rate of 40% during the interim goodwill impairment testing as of September 30, 2015 and in each of the years ended March 31, 2017 and 2016 . Based on such assumptions, the estimated fair value of the Content & Entertainment reporting unit as calculated for goodwill testing purposes exceeded its carrying value as of March 31, 2017 , and therefore we did not record goodwill impairment in connection with our annual testing of goodwill for the year ended March 31, 2017 . Information related to the goodwill allocated to our Content & Entertainment segment is as follows: (In thousands) Goodwill As of April 1, 2015 $ 26,701 Goodwill impairment (18,000 ) As of March 31, 2016 and 2017 8,701 Gross amounts of goodwill and accumulated impairment charges that we have recorded are as follows: (In thousands) Goodwill $ 32,701 Accumulated impairment losses (24,000 ) Net goodwill at March 31, 2017 $ 8,701 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. See Note 3. DEBT ISSUANCE COSTS We incur debt issuance costs in connection with long-term debt financings. Such costs are recorded as a direct deduction to notes payable and amortized over the terms of the respective debt obligations using the effective interest rate method. Debt issuance costs recorded in connection with revolving debt arrangements are presented as assets on the Consolidated Balance Sheets and are amortized over the term of the revolving debt agreements using the effective interest rate method. REVENUE RECOGNITION Phase I Deployment and Phase II Deployment Virtual print fees (“VPFs”) are earned, net of administrative fees, pursuant to contracts with movie studios and distributors, whereby amounts are payable by a studio to Phase 1 DC, CDF I and to Phase 2 DC when movies distributed by the studio are displayed on screens utilizing our Systems installed in movie theatres. VPFs are earned and payable to Phase 1 DC and CDF I based on a defined fee schedule with a reduced VPF rate year over year until the sixth year (calendar year 2011) at which point the VPF rate remains unchanged through the tenth year until the VPFs phase out. 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 in which the digital title first plays on a System for general audience viewing in a digitally equipped movie theatre, as Phase 1 DC’s, CDF I's and Phase 2 DC’s performance obligations have been substantially met at that time. Phase 2 DC’s agreements with distributors require the payment of VPFs, according to a defined fee schedule, for ten years from the date each system is installed; however, Phase 2 DC may no longer collect VPFs once “cost recoupment,” as defined in the contracts with movie studios and distributors, is achieved. Cost recoupment will occur once the cumulative VPFs and other cash receipts collected by Phase 2 DC have equaled the total of all cash outflows, including the purchase price of all Systems, all financing costs, all “overhead and ongoing costs”, as defined, and including service fees, subject to maximum agreed upon amounts during the three-year rollout period and thereafter. Further, if cost recoupment occurs before the end of the eighth contract year, the studios will pay us a one-time “cost recoupment bonus.” Any other cash flows, net of expenses, received by Phase 2 DC following the achievement of cost recoupment are required to be returned to the distributors on a pro-rata basis. At this time, we cannot estimate the timing or probability of the achievement of cost recoupment. Beginning in December 2018, certain Phase 2 DC Systems will have reached the conclusion of their deployment payment period, subject to earlier achievement of cost recoupment. In accordance with existing agreements with distributors, VPF revenues will cease to be recognized on such Systems. Because the Phase II deployment installation period ended in December 2012, a majority of the VPF revenue associated with the Phase II systems will end by December 2022 or earlier if cost recoupment is achieved. Alternative content fees (“ACFs”) are earned pursuant to contracts with movie exhibitors, whereby amounts are payable to Phase 1 DC, CDF I and to Phase 2 DC, generally either a fixed amount or as a percentage of the applicable box office revenue derived from the exhibitor’s showing of content other than feature movies, such as concerts and sporting events (typically referred to as “alternative content”). ACF revenue is recognized in the period in which the alternative content first opens for audience viewing. Revenues earned in connection with up front exhibitor contributions are deferred and recognized over the expected cost recoupment period. Services Exhibitors who purchased and own Systems using their own financing in the Phase II Deployment paid us an upfront activation fee of approximately $2.0 thousand per screen (the “Exhibitor-Buyer Structure”). Upfront activation fees were recognized in the period in which these Systems were delivered and ready for content, as we had no further obligations to the customer after that time and collection was reasonably assured. In addition, we recognize activation fee revenue of between $1.0 thousand and $2.0 thousand on Phase 2 DC Systems and for Systems installed by CDF2 Holdings, a related party, (See Note 4 - Other Interests ) upon installation and such fees are generally collected upfront upon installation. Our services segment manages and collects VPFs on behalf of exhibitors, for which it earns an administrative fee equal to 10% of the VPFs collected. Our Services segment earns an administrative fee of approximately 5% of VPFs collected and, in addition, earns an incentive service fee equal to 2.5% of the VPFs earned by Phase 1 DC. This administrative fee is recognized in the period in which the billing of VPFs occurs, as performance obligations have been substantially met at that time. Content & Entertainment CEG earns fees for the distribution of content in the home entertainment markets via several distribution channels, including digital, VOD, and physical goods (e.g., DVD and Blu-ray Discs). Fees earned are typically based on the gross amounts billed to our customers less the amounts owed to the media studios or content producers under distribution agreements, and gross media sales of owned or licensed content. Depending upon the nature of the agreements with the platform and content providers, the fee rate that we earn varies. Generally, revenues are recognized when content is available for subscription on the digital platform, at the time of shipment for physical goods, or point-of-sale for transactional and VOD services. Reserves for sales returns and other allowances are recorded based upon historical experience. If actual future returns and allowances differ from past experience, adjustments to our allowances may be required. Sales returns and allowances are reported as a reduction of revenues. CEG also has contracts for the theatrical distribution of third party feature movies and alternative content. CEG’s distribution fee revenue and CEG's participation in box office receipts is recognized at the time a feature movie and alternative content are viewed. CEG has the right to receive or bill a portion of the theatrical distribution fee in advance of the exhibition date, and therefore such amount is recorded as a receivable at the time of execution, and all related distribution revenue is deferred until the third party feature movies’ or alternative content’s theatrical release date. Revenue is deferred in cases where a portion or the entire contract amount cannot be recognized as revenue due to non-delivery of services. Such amounts are classified as deferred revenue and are recognized as earned revenue in accordance with our revenue recognition policies described above. DIRECT OPERATING COSTS Direct operating costs consist of operating costs such as cost of goods sold, fulfillment expenses, shipping costs, property taxes and insurance on Systems, royalty expenses, impairments of advances, marketing and direct personnel costs. ADVERTISING Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. For the fiscal years ended March 31, 2017 and 2016 , we recorded advertising costs of $0.1 million and $0.3 million , respectively. STOCK-BASED COMPENSATION Employee and director stock-based compensation expense related to our stock-based awards was as follows: For the Fiscal Year Ended March 31, (In thousands) 2017 2016 Direct operating $ 10 $ 16 Selling, general and administrative 1,716 1,816 Total stock-based compensation expense $ 1,726 $ 1,832 The weighted-average grant-date fair value of options granted during the fiscal year ended and 2016 was $7.94 . There were 2,500 stock options exercised during the fiscal year ended March 31, 2016 . There were no stock options granted or exercised in the fiscal year ended March 31, 2017. We estimated the fair value of stock options at the date of each grant using a Black-Scholes option valuation model with the following assumptions: For the Fiscal Year Ended March 31, Assumptions for Option Grants 2017 2016 Range of risk-free interest rates 1.1% - 1.3% 1.4% - 1.7% Dividend yield — — Expected life (years) 5 5 Range of expected volatilities 72.5% - 76.3% 70.6 - 72.5% The risk-free interest rate used in the Black-Scholes option-pricing model for options granted under our stock option plan awards is the historical yield on U.S. Treasury securities with equivalent remaining lives. We do not currently anticipate paying any cash dividends on Class A common stock in the foreseeable future. As a result, an expected dividend yield of zero is used in the Black-Scholes option-pricing model. We estimate the expected life of options granted under our stock option plans using both exercise behavior and post-vesting termination behavior, as well as consideration of outstanding options. We estimate expected volatility for options granted under our stock option plans based on a measure of our Class A common stock's historical volatility in the trading market. 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. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS Basic and diluted net loss per common share has been calculated as follows: Basic and diluted net loss per common share attributable to common shareholders = Net loss attributable to common shareholders Weighted average number of common stock shares outstanding during the period Stock issued and treasury stock repurchased during the period are weighted for the portion of the period that they are outstanding. The shares to be repurchased in connection with the forward stock purchase transaction discussed in Note 6 - Stockholders' Deficit are considered repurchased for the purposes of calculating net loss per share and therefore the calculation of weighted average shares outstanding as of March 31, 2017 excludes 1,179,138 shares that will be repurchased as a result of the forward stock purchase transaction. Shares issued and any shares that are reacquired during the period are weighted for the portion of the period that they are outstanding. We incurred net losses for the fiscal years ended March 31, 2017 and 2016 and therefore the impact of potentially dilutive common shares from outstanding stock options and warrants totaling 1,416,677 shares and 2,710,866 shares, were excluded from the computation of net loss per share for the fiscal years ended March 31, 2017 and 2016 , respectively, as their impact would have been anti-dilutive. COMPREHENSIVE LOSS As of March 31, 2017 and 2016 , our comprehensive loss consisted of net loss and foreign currency translation adjustments. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on revenue recognition. The new standard provides for a single five-step model to be applied to all revenue contracts with customers as well as requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard. The guidance will be effective during our fiscal year ending March 31, 2019 with early adoption permitted. We are still evaluating the impact of the adoption of this accounting standard update on our consolidated financial statements. In August 2014, the FASB amended accounting guidance pertaining to going concern considerations by company management. The amendments in this update state that in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued, when applicable). This standard was adopted for the year ended March 31, 2017. In July 2015, the FASB issued an accounting standards update that requires an entity to measure inventory balances at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. This guidance was adopted for the year ended March 31, 2017 and did not have a significant impact on the consolidated financial statements. In September 2015, the FASB issued new guidance with respect to Business Combinations. The new guidance requires the acquirer in a Business Combination to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The new guidance is effective for public entities for which fiscal years begin after December 15, 2016, and interim periods within the fiscal years beginning after December 31, 2017. The accounting standard must be applied prospectively to adjustments to provisional amounts that occur after the effective date, with early adoption permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In November 2015, the FASB issued new guidance related to the balance sheet classification of income taxes. The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. We do not believe the adoption of the new financial instruments standard will have a material impact on our consolidated financial statements. In January 2016, the FASB issued new guidance related to financial instruments, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The standard will be effective beginning in the first quarter of our 2019 fiscal year and early adoption is not permitted. We do not believe the adoption of the new financial instruments standard will have a material impact on our consolidated financial statements. In February 2016, the FASB issued new guidance related to the accounting for leases. The new standard will replace all current U.S. GAAP guidance on this topic. The new standard, amongst other things, requires a lessee to classify a lease as either a finance or operating lease in which lessees will need to recognize a right-of-use asset and a lease liability for their leases. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Operating leases will result in straight-line expen |
CONSOLIDATED BALANCE SHEET COMP
CONSOLIDATED BALANCE SHEET COMPONENTS | 12 Months Ended |
Mar. 31, 2017 | |
Consolidated Balance Sheet Components [Abstract] | |
CONSOLIDATED BALANCE SHEET COMPONENTS | CONSOLIDATED BALANCE SHEET COMPONENTS ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following: As of March 31, (In thousands) 2017 2016 Trade receivables $ 56,298 $ 54,424 Allowance for doubtful accounts (2,690 ) (1,526 ) Total accounts receivable, net $ 53,608 $ 52,898 PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets consisted of the following: As of March 31, (In thousands) 2017 2016 Non-trade accounts receivable, net $ 3,387 $ 3,805 Advances 8,119 9,775 Due from producers 1,006 1,485 Prepaid insurance 164 60 Other prepaid expenses 808 747 Total prepaid and other current assets $ 13,484 $ 15,872 PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: As of March 31, (In thousands) 2017 2016 Leasehold improvements $ 816 $ 824 Computer equipment and software 4,374 9,400 Digital cinema projection systems 360,651 360,651 Machinery and equipment 592 592 Furniture and fixtures 384 382 366,817 371,849 Less - accumulated depreciation and amortization (333,679 ) (310,109 ) Total property and equipment, net $ 33,138 $ 61,740 Total depreciation and amortization of property and equipment was $27.7 million and $37.3 million for the fiscal years ended March 31, 2017 and 2016 , respectively. Amortization of capital leases included in depreciation and amortization of property and equipment was $0.3 million and $0.7 million for the fiscal years ended March 31, 2017 and 2016 , respectively. INTANGIBLE ASSETS Intangible assets, net consisted of the following: As of March 31, 2017 (In thousands) Gross Carrying Amount Accumulated Amortization Net Amount Useful Life (years) Trademarks $ 116 $ (107 ) $ 9 3 Customer relationships and contracts 21,968 (9,154 ) 12,814 3-15 Theatre relationships 550 (390 ) 160 10-12 Content library 19,767 (12,523 ) 7,244 5-6 Favorable lease agreement 1,193 (1,193 ) — 4 $ 43,594 $ (23,367 ) $ 20,227 As of March 31, 2016 (In thousands) Gross Carrying Amount Accumulated Amortization Net Amount Useful Life (years) Trademarks $ 112 $ (99 ) $ 13 3 Customer relationships and contracts 21,968 (7,048 ) 14,920 3-15 Theatre relationships 550 (344 ) 206 10-12 Content library 19,767 (9,101 ) 10,666 5-6 Favorable lease agreement 1,193 (1,058 ) 135 4 $ 43,590 $ (17,650 ) $ 25,940 Amortization expense related to intangible assets was $5.7 million and $5.9 million for the fiscal years ended March 31, 2017 and 2016 , respectively. We did not record any impairment of intangible assets during the fiscal years ended March 31, 2017 and 2016 . Based on identified intangible assets that are subject to amortization as of March 31, 2017 , we expect future amortization expense for each period to be as follows (dollars in thousands): Fiscal years ending March 31, 2018 $ 5,528 2019 $ 5,528 2020 $ 2,505 2021 $ 2,106 2022 $ 1,112 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: As of March 31, (In thousands) 2017 2016 Accounts payable $ 33,069 $ 30,866 Participations and royalties payable 32,399 27,463 Accrued compensation and benefits 1,059 2,580 Accrued taxes payable 619 347 Interest payable 1,357 1,737 Accrued restructuring and transition expenses 44 505 Accrued other expenses 5,132 5,019 Total accounts payable and accrued expenses $ 73,679 $ 68,517 |
INVESTMENT IN NON-CONSOLIDATED
INVESTMENT IN NON-CONSOLIDATED ENTITY | 12 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN NON-CONSOLIDATED ENTITY | OTHER INTERESTS Investment in CDF2 Holdings We indirectly own 100% of the common equity of CDF2 Holdings, LLC ("CDF2 Holdings"), which was created for the purpose of capitalizing on the conversion of the exhibition industry from film to digital technology. CDF2 Holdings assists its customers in procuring the equipment necessary to convert their Systems to digital technology by providing financing, equipment, installation and related ongoing services. CDF2 Holdings is a Variable Interest Entity (“VIE”), as defined in Accounting Standards Codification Topic 810 ("ASC 810"), “Consolidation." ASC 810 requires the consolidation of VIEs by an entity that has a controlling financial interest in the VIE which entity is thereby defined as the primary beneficiary of the VIE. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE's economic performance, among other factors. Although we indirectly, wholly own CDF2 Holdings, we, a third party that also has a variable interest in CDF2 Holdings, and an independent third party manager must mutually approve all business activities and transactions that significantly impact CDF2 Holdings' economic performance. We have therefore assessed our variable interests in CDF2 Holdings and determined that we are not the primary beneficiary of CDF2 Holdings. As a result, CDF2 Holdings' financial position and results of operations are not consolidated in our financial position and results of operations. In completing our assessment, we identified the activities that we consider most significant to the economic performance of CDF2 Holdings and determined that we do not have the power to direct those activities, and therefore we account for our investment in CDF2 Holdings under the equity method of accounting. As of March 31, 2017 and 2016 , our maximum exposure to loss, as it relates to the non-consolidated CDF2 Holdings entity, represents accounts receivable for service fees under a master service agreement with CDF2 Holdings. Such accounts receivable were $0.4 million and $0.4 million as of March 31, 2017 and 2016 , respectively, which are included within our accounts receivable, net on the accompanying Consolidated Balance Sheets. During the fiscal years ended March 31, 2017 and 2016 , we received $1.2 million and $1.2 million , respectively, in aggregate revenues through digital cinema servicing fees from CDF2 Holdings, which are included in our revenues on the accompanying Consolidated Statements of Operations. Total Stockholder's Deficit of CDF2 Holdings at March 31, 2017 and 2016 was $18.7 million and $11.9 million , respectively. We have no obligation to fund the operating loss or the stockholder's deficit beyond our initial investment of $2.0 million and accordingly, our investment in CDF2 Holdings is carried at $0 as of March 31, 2017 and 2016 . Majority Interest in CONtv In June 2014, we and Wizard World, Inc. ("Wizard World") formed CON TV, LLC (“CONtv”) to fund, design, create, launch, and operate a worldwide digital network that creates original content, and sells and distributes on-demand digital content via the Internet and other consumer digital distribution platforms, such as gaming consoles, set-top boxes, handsets, and tablets. In fiscal 2016, we entered into an Amended and Restated Operating Agreement with Wizard World (the noncontrolling interest partner) and other non-voting equity holders. The agreement restructured our business relationship with Wizard World with respect to the ownership and operation of CONtv, and was retroactively effective to July 1, 2015. Pursuant to the terms of the Amended and Restated Operating Agreement, we attained a majority interest in CONtv by increasing our ownership percentage to 85.0% from 85.0% . In connection with increasing our ownership percentage, we reclassified certain capital contributions made by Wizard World to additional paid-in capital, to the extent that such capital contributions were in excess of its amended ownership percentage. In addition, we retroactively reduced the loss attributable to the noncontrolling interest partner to July 1, 2015 in accordance with the Amended and Restated Operating Agreement. During the years ended March 31, 2017 and 2016 , we made capital contributions of $46 thousand and $1.4 million , respectively, to CONtv. Wizard World Inc.'s share of stockholders' deficit in CONtv is reflected as a noncontrolling interest in our Consolidated Balance Sheets and was $1.2 million and $1.2 million as of March 31, 2017 and 2016 , respectively. The noncontrolling interest's share of net loss was $0.1 million and $0.8 million for the years ended March 31, 2017 and 2016 , respectively. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE Notes payable consisted of the following: As of March 31, 2017 As of March 31, 2016 (In thousands) Current Portion Long Term Portion Current Portion Long Term Portion 2013 Term Loans $ — $ — $ 21,188 $ 9,857 Prospect Loan — 54,656 — 66,543 KBC Facilities 5,744 2,890 7,646 10,998 P2 Vendor Note 227 181 161 310 P2 Exhibitor Notes 85 22 79 107 Total non-recourse notes payable 6,056 57,749 29,074 87,815 Less: Unamortized debt issuance costs and debt discounts — (2,701 ) — (4,577 ) Total non-recourse notes payable, net of unamortized debt issuance costs and debt discounts $ 6,056 $ 55,048 $ 29,074 $ 83,238 5.5% Convertible Notes Due 2035 $ — $ 50,571 $ — $ 64,000 Second Secured Lien Notes — 9,165 — — Cinedigm Revolving Loans 19,599 — — 21,927 2013 Notes — 5,000 — 5,000 Total recourse notes payable $ 19,599 $ 64,736 $ — $ 90,927 Less: Unamortized debt issuance costs and debt discounts — (5,340 ) — (3,989 ) Total recourse notes payable, net of unamortized debt issuance costs and debt discounts $ 19,599 $ 59,396 $ — $ 86,938 Total notes payable, net of unamortized debt issuance costs $ 25,655 $ 114,444 $ 29,074 $ 170,176 Non-recourse debt is generally defined as debt whereby the lenders’ sole recourse with respect to defaults, is limited to the value of the asset, which is collateral for the debt. Certain of our subsidiaries are liable with respect to, and their assets serve as collateral for, certain indebtedness for which our assets and the assets of our other subsidiaries that are not parties to the transaction are generally not liable. We have referred to this indebtedness as "non-recourse debt" because the recourse of the lenders is limited to the assets of specific subsidiaries. Such indebtedness includes the Prospect Loan, the KBC Facilities, the 2013 Term Loans, the P2 Vendor Note and the P2 Exhibitor Notes. 2013 Term Loans In February 2013, CDF I, our wholly owned subsidiary, entered into an amended and restated credit agreement (the “2013 Credit Agreement”) with Société Générale and other lenders, allowing for borrowings up to an aggregate principal amount of $130.0 million , $5.0 million of which was assigned to an affiliate of CDF I (the "2013 Term Loans"). Interest under the 2013 Credit Agreement was calculated using a base rate (generally, the bank prime rate) or the one-month LIBOR rate set at a minimum of 1.00% , plus a margin of 1.75% (in the case of base rate loans) or 2.75% (in the case of LIBOR rate loans). The 2013 Term Loans were repaid in full in November 2016 using the balance of restricted cash and collections that we had designated for payment of the 2013 Term Loans. In connection with the repayment of the 2013 Term Loans, we wrote-off the remaining unamortized debt issuance costs and debt discount related to such loans. As a result, we recorded $0.7 million as a loss on extinguishment of debt for the year ended March 31, 2017 . The following table presents a summary of the 2013 Term Loans: As of March 31, (In thousands) 2017 2016 2013 Term Loans, at issuance, net $ 125,087 $ 125,087 Payments to date (125,087 ) (94,043 ) Discount on 2013 Term Loans — (118 ) 2013 Term Loans, net — 30,926 Less current portion — (21,188 ) Total long term portion $ — $ 9,738 Prospect Loan In February 2013, our DC Holdings, AccessDM and Phase 2 DC subsidiaries entered into a term loan agreement (the “Prospect Loan”) with Prospect Capital Corporation (“Prospect”), pursuant to which DC Holdings borrowed $70.0 million . The Prospect Loan bears interest at LIBOR plus 9.0% (with a 2.0% LIBOR floor), which is payable in cash, and at an additional 2.50% to be accrued as an increase to the aggregate principal amount of the Prospect Loan until the 2013 Credit Agreement is paid off, at which time all accrued interest will be payable in cash. Collections of DC Holdings accounts receivable are deposited into accounts designated to pay certain operating expenses, principal, interest, fees, costs and expenses relating to the Prospect Loan. On a quarterly basis, if funds remain after the payment of all such amounts, they are applied to prepay the Prospect Loan. Amounts designated for these purposes, included in cash and cash equivalents on the Consolidated Balance Sheets, totaled $1.7 million and $8.7 million as of March 31, 2017 and 2016 , respectively. We also maintain a debt service fund under the Prospect Loan for future principal and interest payments. As of March 31, 2017 and 2016 , the debt service fund had a balance of $1.0 million , which is classified as restricted cash on the Consolidated Balance Sheets. The Prospect Loan matures on March 31, 2021 and may be accelerated upon a change in control (as defined in the agreement) or other events of default as set forth therein and would be subject to mandatory acceleration upon insolvency of DC Holdings. We are permitted to pay the full outstanding balance of the Prospect Loan at any time after the second anniversary of the initial borrowing, subject to the following prepayment penalties: • 5.0% of the principal amount prepaid between the second and third anniversaries of issuance; • 4.0% of the principal amount prepaid between the third and fourth anniversaries of issuance; • 3.0% of the principal amount prepaid between the fourth and fifth anniversaries of issuance; • 2.0% of the principal amount prepaid between the fifth and sixth anniversary of issuance; • 1.0% of the principal amount prepaid between the sixth and seventh anniversaries of issuance; and • No penalty if the balance of the Prospect Loan, including accrued interest, is prepaid thereafter. The Prospect Loan is secured by, among other things, a first priority pledge of the stock of CDF2 Holdings, our wholly owned unconsolidated subsidiary, the stock of AccessDM, owned by DC Holdings, and the stock of our Phase 2 DC subsidiary, and is also guaranteed by AccessDM and Phase 2 DC. We provide limited financial support to the Prospect Loan not to exceed $1.5 million per year in the event financial performance does not meet certain defined benchmarks. The Prospect Loan contains customary representations, warranties, affirmative covenants, negative covenants and events of default. The following table summarizes the activity related to the Prospect Loan: As of March 31, (In thousands) 2017 2016 Prospect Loan, at issuance $ 70,000 $ 70,000 PIK Interest 4,778 4,778 Payments to date (20,122 ) (8,235 ) Prospect Loan, net $ 54,656 $ 66,543 Less current portion — — Total long term portion $ 54,656 $ 66,543 KBC Facilities In December 2008, we began entering into multiple credit facilities to fund the purchase of Systems to be installed in movie theatres as part of our Phase II Deployment. There were no draws on the KBC Facilities during the fiscal year ended March 31, 2017 . The following table presents a summary of the KBC Facilities (dollar amounts in thousands): Outstanding Principal Balance Facility 1 Credit Facility Interest Rate 2 Maturity Date March 31, 2017 March 31, 2016 1 22,336 3.75 % September 2018 3,758 7,180 2 13,312 3.75 % September 2018 — 4,034 3 11,425 3.75 % March 2019 3,264 4,896 4 6,450 3.75 % December 2018 1,612 2,534 $ 53,523 $ 8,634 $ 18,644 1. For each facility, principal is to be repaid in twenty-eight quarterly installments. 2. Each of the facilities bears interest at the three-month LIBOR rate, which was 0.63% at March 31, 2017 , plus the interest rate noted above. 5.5% Convertible Notes Due April 2035 On April 29, 2015, we issued $64.0 million aggregate principal amount of unsecured senior convertible notes payable (the "Convertible Notes") that bear interest at a rate of 5.5% per year, payable semiannually. The Convertible Notes will mature on April 15, 2035, unless earlier repurchased , redeemed or converted and are convertible at the option of the holders at any time until the close of business on the business day immediately preceding the maturity date. Upon conversion, we will deliver to holders in respect of each $1,000 principal amount of Convertible Notes being converted a number of shares of our Class A common stock equal to the conversion rate, together with a cash payment in lieu of delivering any fractional share of Class A common stock. The conversion rate applicable to the Convertible Notes on the offering date was 82.4572 shares of Class A common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $12.13 per share of Class A common stock), which is subject to adjustment if certain events occur. Holders of the Convertible Notes may require us to repurchase all or a portion of the Convertible Notes on April 20, 2020, April 20, 2025 and April 20, 2030 and upon the occurrence of certain fundamental changes at a repurchase price in cash equal to 100% of the principal amount of the Convertible Notes to be repurchased plus accrued and unpaid interest, if any. The Convertible Notes will be redeemable by us at our option on or after April 20, 2018 upon the satisfaction of a sale price condition with respect to our Class A common stock and on or after April 20, 2020 without regard to the sale price condition, in each case, at a redemption price in cash equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest, if any. The net proceeds from the Convertible Note offering was $60.9 million , after deducting offering expenses. We used $18.6 million of the net proceeds from the offering to repay borrowings under and terminate one of our term loans under our 2013 Credit Agreement, of which $18.2 million was used to pay the remaining principal balance. Concurrently with the closing of the Convertible Notes transaction, we repurchased approximately 272,100 shares of our Class A common stock from certain purchasers of Convertible Notes in privately negotiated transactions for $2.7 million . In addition, $11.4 million of the net proceeds was used to fund the cost of repurchasing approximately 1,179,138 shares of our Class A common stock pursuant to the forward stock purchase agreement described in Note 6 - Stockholders' Deficit . We recorded interest expense of $3.4 million and $3.2 million for the year ended March 31, 2017 and 2016, respectively, related to the Convertible Notes. During the year ended March 31, 2017 , we entered into exchange agreements pursuant to which we issued 1,575,000 shares of our Class A common stock (including 277,244 shares re-issued from treasury stock), par value $0.001 per share, warrants to purchase 200,000 shares of Class A Common Stock and $3.5 million of Second Secured Lien Notes (see separate section below) in exchange for $13.4 million principal amount of the Convertible Notes (the "Exchange Agreements"). The exchanged Convertible Notes were immediately canceled. The warrants, which became exercisable six months after issuance, have a five -year term, an exercise price of $1.60 per share, and customary anti-dilution provisions. The Convertible Notes exchanges were accounted for as an induced conversion resulting from the issuance of shares of Class A Common Stock and warrants to purchase Class A Common Stock in excess of the shares that would have been issuable under the terms of the original Convertible Notes Indenture and the issuance of Second Secured Lien Loans. In accounting for the induced conversion, we recorded debt conversion expense of $4.4 million , representing the difference between the fair value of the Class A Common Stock, debt and warrants issued in connection with the Exchange Agreements and the fair value of the shares that would have been issuable under the original terms of the Convertible Notes Indenture. As a result of the transactions, we reduced Convertible Notes of $13.4 million , related debt issuance costs of $0.4 million , and recorded $14.3 million to additional paid-in capital. The debt issuance costs of $0.4 million are shown as a loss on extinguishment of debt in our consolidated statements of operations. Second Secured Lien Notes On July 14, 2016, we entered into a Second Lien Loan Agreement (the “Loan Agreement”), under which we may borrow up to $15.0 million , subject to certain limitations imposed on us regarding the number of shares that we may issue in connection with the loans. During the year ended March 31, 2017 , we borrowed an aggregate principal amount of $9.0 million under the Loan Agreement (the "Second Secured Lien Notes"), including $4.0 million borrowed from Ronald L. Chez, the lead lender in the transaction and at the time a member of our Board of Directors until April 2017, at which time he resigned and became a strategic advisor to the Board of Directors, and $0.5 million borrowed from our Chairman of the Board of Directors and Chief Executive Officer. In addition, we borrowed $4.5 million from other third-party lenders, of which $3.5 million were issued in connection with the Convertible Notes exchange transaction described above. The Second Secured Lien Notes mature on June 30, 2019 and bear interest at 12.75% , payable 7.5% in cash and 5.25% in cash or in kind at our option. In addition, under the terms of the Loan Agreement, we are required to issue 98,000 shares of our Class A common stock for every $1 million borrowed, subject to pro rata adjustments. The Loans may be prepaid without premium or penalty and contain customary covenants, representations and warranties. The obligations under the Loans are guaranteed by certain of our existing and future subsidiaries. We have pledged substantially all of our assets, except those assets related to our digital cinema deployment business, to secure payment on the Second Secured Lien Notes. The Loan Agreement was amended on August 4, 2016 and on October 7, 2016 to facilitate subsequent borrowing transactions and clarify certain terms of the shares issuable in connection with the loans. In connection with the Second Secured Lien Notes, we issued 597,100 shares of our Class A common stock and warrants to purchase 200,000 shares of our Class A common stock to Mr. Chez, 49,000 shares of Class A common stock to Mr. McGurk and 4,900 shares of Class A common stock to another member of our Board of Directors during the year ended March 31, 2017 . In addition, we issued 100,450 shares of our Class A common stock to third-party lenders in consideration for Second Secured Lien Notes. The warrants granted to Mr. Chez were issued in two equal tranches of 100,000 underlying shares that have underlying exercise prices of $1.34 and $1.68 , respectively. The warrants contain a cashless exercise provision, are immediately exercisable and have a term of seven years . The warrants also contain customary anti-dilution rights. The values of the shares and warrants issued were $1.2 million and $0.1 million , respectively. The Class A common stock and warrants were negotiated with the lender as part of a bundled financing arrangement and, as a result, we have recorded their respective relative fair values as a debt discount. The proceeds of the transactions with Mr. Chez were allocated to the debt and warrants based on their respective relative fair values, with the relative fair value of the warrants recorded as a discount to the proceeds from the loans. The discount attributed to the Second Secured Lien Notes is being amortized over the life of the notes using the effective interest method. The warrants issued in the transaction were valued using the Black-Scholes Option Pricing Model assuming a 7 -year life, a risk free rate interest of 1.2% and an expected volatility of 73.3% . Cinedigm Credit Agreement On October 17, 2013, we entered into a credit agreement (the “Cinedigm Credit Agreement”) with Société Générale. Under the Cinedigm Credit Agreement, as amended in February 2015 and April 2015, we were permitted to borrow an aggregate principal amount of up to $55.0 million , including term loans of $25.0 million (the “Cinedigm Term Loans”) and revolving loans of up to $30.0 million (the “Cinedigm Revolving Loans”). Interest under the Cinedigm Term Loans was charged at a base rate plus 5.0% , or the Eurodollar rate plus 6.0% until the Cinedigm Term Loan was repaid on April 29, 2015 in connection with the Convertible Notes offering. The Cinedigm Revolving Loans bear interest at a base rate of 6.25% or the Eurodollar rate of 1.0% plus 4.0% . The Base rate, per annum, is equal to the highest of (a) the rate quoted by the Wall Street Journal as the “base rate on corporate loans by at least 75% of the nation’s largest banks,” (b) 0.50% plus the federal funds rate, and (c) the Eurodollar rate plus 4.0% . We repaid the entire outstanding balance of the Cinedigm Term Loans and amended the terms of the Cinedigm Revolving Loans in connection with our issuance of the Convertible Notes. In connection with the repayment of the Cinedigm Term Loans, we wrote-off certain unamortized debt issuance costs and the discount that remained on the balance of the note payable. As a result, we recorded $0.9 million as a loss on extinguishment of debt for the year ended March 31, 2016. The April 2015 amendment to the Cinedigm Revolving Loans extended the term of the agreement to March 31, 2018, provided for the release of the equity interests in the subsidiaries that we had previously pledged as collateral, changed the interest rate and replaced all financial covenants with a single debt service coverage ratio test commencing at June 30, 2016 and a $5.0 million minimum liquidity covenant. The Cinedigm Revolving Loans, as amended, bear interest at Base Rate (as defined in the amendment) plus 3% or LIBOR plus 4% , at our election, but in no event may the elected Base Rate or LIBOR rate be less than 1% . We are permitted to repay the Cinedigm Revolving Loans, at our option, in whole or in part. In May 2016, we entered into an agreement with Société Générale (as Administrative Agent), which amended certain terms of the Cinedigm Credit Agreement (the “May 2016 Amendment”) primarily to increase the Company’s cash available for operations . The May 2016 Amendment also reduced the maximum principal amount available under the Cinedigm Credit Agreement from $30.0 million to $22.0 million . In July 2016, we entered into an amendment to the Credit Agreement, which, among other things, lowered the minimum liquidity requirement to $0.8 million up to June 30, 2017 and all times after June 30, 2017, at least $5.0 million in minimum liquidity. In addition, certain of our subsidiaries that are guarantors to the Credit Agreement entered into a Guaranty Supplement, pursuant to which certain of the subsidiaries guaranteed the Company’s obligations under the Credit Agreement and the subsidiaries pledged substantially all of their assets to secure such obligations. In addition, pursuant to the July 2016 amendment, (i) the Eurodollar rate loans were changed to Base plus 4.5% and base plus 3.5% for Base rate loans, (ii) the requirement for the debt service reserve account was eliminated, and (iii) the maximum principal amount available to borrow was reduced from $22.0 million to $19.8 million . As of March 31, 2017 , $0.2 million in additional borrowings were available under the Cinedigm Revolving Loans. In connection with the Cinedigm Revolving Loans, we maintained a debt service reserve account in restricted cash for certain scheduled interest and principal payments due on the Cinedigm Revolving Loans and Convertible Notes as of March 31, 2016 of $2.2 million . As a result of the July 2016 amendment to the Credit Agreement, no such reserve amount was required to be maintained as of March 31, 2017 . On May 31, 2017, we obtained a waiver on a covenant under the Cinedigm Credit Agreement and Second Secured Lien Notes for the quarter ended March 31, 2017. 2013 Notes In October 2013, we entered into securities purchase agreements with certain investors, pursuant to which we sold notes in the aggregate principal amount of $5.0 million (the “2013 Notes”) and warrants to purchase an aggregate of 150,000 shares of Class A Common Stock (the “2013 Warrants”) to such investors. We allocated a fair value of $1.6 million to the 2013 Warrants, which was recorded as a discount to the 2013 Notes and is being amortized through the maturity of the 2013 Notes as interest expense. The principal amount outstanding under the 2013 Notes is due on October 21, 2018. The 2013 Notes bear interest at 9.0% per annum, payable in quarterly installments over the term of the 2013 Notes. The 2013 Notes may be redeemed at any time, subject to certain premiums. Zvi Rhine, a member of our Board of Directors, is a holder of $0.5 million of the 2013 Notes as of March 31, 2017. The aggregate principal repayments on our notes payable, including anticipated PIK interest, are scheduled to be as follows (dollars in thousands): Fiscal years ending March 31, 2018 $ 25,655 2019 8,093 2020 9,165 2021 54,656 2022 — Thereafter 50,571 $ 148,140 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ DEFICIT COMMON STOCK On September 27, 2016, at its Annual Meeting, the stockholders of the Company approved an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, which increased the number of authorized shares of Class A Common Stock to 25,000,000 shares. During the year ended March 31, 2017 , we issued shares of Class A common stock in connection with debt financing, the exchange of Convertible Notes, payment for a CEO retention bonus, third-party advisory services, restricted stock awards to employees and payment of preferred stock dividends. On July 14, 2016, the Company entered into an amendment (the “Settlement Agreement Amendment”) to the Settlement Agreement (the “Settlement Agreement”) dated as of July 30, 2015 among the Company and Ronald L. Chez, the Chez Family Foundation, Sabra Investments, LP, Sabra Capital Partners, LLC, and Zvi Rhine (the “Group”) pursuant to which (i) the Company issued 155,000 shares of Common Stock to Mr. Chez as a fee for his service as Strategic Advisor in excess of what was contemplated by the Settlement Agreement, (ii) Mr. Chez’s role as Strategic Advisor to the Company was terminated, (iii) Mr. Chez was appointed to the Board of Directors (iv) the rights of the Group to nominate designees for election to the Board of Directors were terminated. The value of these shares was $0.1 million , which has been recorded as stock-based compensation expense in our Consolidated Statement of Operations for the year ended March 31, 2017 . We issued 597,100 shares of Class A common stock to Mr. Chez in connection with the Second Secured Lien Notes for the year ended March 31, 2017 . See Note 5 - Notes Payable. In April 2017, Mr. Chez resigned from the Board of Directors and resumed his role as a strategic advisor to the Company. Reverse Stock Split In May 2016, we effected a 1-for-10 reverse stock split of our Class A common stock, whereby each 10 shares of our Class A common stock and common stock equivalents were converted into 1 share of Class A common stock. The reverse stock split affected all issued and outstanding shares of our Class A common stock, as well as common stock underlying stock options and warrants outstanding immediately prior to its effectiveness. The reverse stock split proportionally reduced the total number of shares of Class A common stock outstanding and the number of shares of Class A common stock authorized. No fractional shares were issued in connection with the reverse stock split. Fractional shares resulting from the reverse stock split were settled in cash. PREFERRED STOCK Cumulative dividends in arrears on the preferred stock at March 31, 2017 and 2016 were $0.1 million . In April 2017 , we paid preferred stock dividends accrued at March 31, 2017 in the form of 58,370 shares of our Class A Common Stock. TREASURY STOCK In connection with the offering of Convertible Notes, on April 29, 2015, we repurchased 272,100 shares of our Class A common stock from certain purchasers of Convertible Notes in privately negotiated transactions for $2.7 million , which is reflected as treasury stock in our Consolidated Balance Sheet as of March 31, 2016 . In addition, we entered into a privately negotiated forward stock purchase transaction with a financial institution, which is one of the lenders under our credit agreement (the "Forward Counterparty"), pursuant to which we paid $11.4 million to purchase 1,179,138 shares of our Class A common stock for settlement that may be settled at any time prior to the fifth year anniversary of the issuance date of the notes. The payment for the forward contract has been reflected as a reduction of Additional Paid-in Capital on our Consolidated Balance Sheet until such time that the forward contract is settled and the shares are legally delivered to and owned by us. Upon settlement of the forward contract and delivery of the stock, we will reclassify such amount to treasury stock. In February 2017, we re-issued 277,244 shares of treasury stock in connection with an exchange of Convertible Notes. As a result, we no longer held shares of our Class A common stock in treasury as of March 31, 2017 . CINEDIGM’S EQUITY INCENTIVE PLAN Stock Options Awards issued under our equity incentive plan (the "Plan") may be in any of the following forms (or a combination thereof) (i) stock option awards; (ii) stock appreciation rights; (iii) stock or restricted stock or restricted stock units; or (iv) performance awards. The Plan provides for the granting of incentive stock options (“ISOs”) with exercise prices not less than the fair market value of our Class A Common Stock on the date of grant. ISOs granted to shareholders having more than 10% of the total combined voting power of the Company must have exercise prices of at least 110% of the fair market value of our Class A Common Stock on the date of grant. ISOs and non-statutory stock options granted under the Plan are subject to vesting provisions, and exercise is subject to the continuous service of the participant. The exercise prices and vesting periods (if any) for non-statutory options are set at the discretion of our compensation committee. Upon a change of control of the Company, all stock options (incentive and non-statutory) that have not previously vested will vest immediately and become fully exercisable. In connection with the grants of stock options under the Plan, we and the participants have executed stock option agreements setting forth the terms of the grants. The Plan, which was amended at the Company's Annual Meeting on September 27, 2016, provides for the issuance of up to 2,380,000 shares of Class A Common Stock to employees, outside directors and consultants. For fiscal year 2016, the Plan allowed for the issuance of 1,430,000 shares. We account for share-based employee compensation plans under the fair value recognition and measurement provisions of GAAP. Those provisions require all share-based payments to employees, including grants of stock-based compensation to be measured based on the grant date fair value of the awards, with the resulting expense generally recognized on a straight-line basis in our Consolidated Statements of Operations over the period during which the employee is required to perform service in exchange for the award. The majority of our awards are earned over a service period of four years. Share-based compensation expense is recorded net of estimated forfeitures in our consolidated statements of operations and as such, only those share-based awards that we expect to vest are recorded. We estimate the forfeiture rate based on historical forfeitures of equity awards and adjust the rate to reflect changes in facts and circumstances, if any. The following table summarizes the activity of the Plan related to shares issuable pursuant to outstanding options: Shares Under Option Weighted Average Exercise Price Per Share Balance at March 31, 2015 590,868 $ 17.40 Granted 18,500 7.94 Exercised (2,500 ) 15.10 Canceled (244,596 ) 17.59 Balance at March 31, 2016 362,272 16.50 Granted — — Exercised — — Canceled (16,657 ) 22.08 Balance at March 31, 2017 345,615 16.50 An analysis of all options outstanding under the Plan as of March 31, 2017 is as follows: Range of Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) $5.40 - $8.90 11,000 8.4 $ 6.66 $ — $9.00 - $13.70 25,999 4.8 11.89 — $14.00 - $24.40 272,466 6.1 14.79 — $24.60 - $50.00 32,500 6.6 27.38 — $51.60 - $80.60 3,650 0.4 65.36 — 345,615 $ — An analysis of all options exercisable under the Plan as of March 31, 2017 is presented below: Options Exercisable Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) 292,896 5.80 $ 15.95 $ — Restricted Stock Awards During the year ended March 31, 2017 , we granted 1.1 million shares of restricted Class A Common Stock to employees at a weighted average market price per share of $1.81 , all of which were unvested and outstanding as of March 31, 2017. The restricted stock awards vest in 33.3% increments over three years from their grant dates. STOCK OPTIONS ISSUED OUTSIDE CINEDIGM’S EQUITY INCENTIVE PLAN In October 2013, we issued options outside of the Plan to 10 individuals that became employees in connection with an acquisition. The employees received options to purchase an aggregate of 62,000 shares of our Class A Common Stock at an exercise price of $17.50 per share. The options vest and become exercisable in 25% increments on the first four anniversaries of the date of grant, until fully vested after four years, and expire ten years from the date of grant, if unexercised. As of March 31, 2017 , there were 42,500 of such options outstanding, of which 31,875 had vested and were exercisable. Each of the options has a remaining contractual life of 6.6 years at March 31, 2017 . In December 2010, we issued options to purchase 450,000 shares of Class A Common Stock outside of the Plan as part of our Chief Executive Officer's initial employment agreement with the Company. Such options have exercise prices per share between $15.00 and $50.00 , all of which were vested as of December 2013 and will expire in December 2020. As of March 31, 2017 , all such options remained outstanding. WARRANTS The following table presents information about outstanding warrants to purchase shares of our Class A common stock as of March 31, 2017 . All of the outstanding warrants are fully vested and exercisable. Recipient Amount outstanding Expiration Exercise price per share Strategic management service provider 52,500 July 2021 $17.20 - $30.00 Warrants issued to creditors in connection with the 2013 Notes (the "2013 Warrants") 125,063 October 2018 $18.50 Warrants issued to Ronald L. Chez in connection with the Second Secured Lien Notes 200,000 July 2023 $1.34 - $1.68 Warrants issued in connection with Convertible Notes exchange transaction 200,000 December 2021 $1.60 Outstanding warrants held by the strategic management service provider were issued in connection with a consulting management services agreement ("MSA"). The warrants may be terminated with 90 days' notice in the event of termination of the MSA. The 2013 Warrants and related 2013 Notes are subject to certain transfer restrictions. The warrants issued in connection with the Second Secured Lien Notes (See Note 5) to Ronald L. Chez, at the time a member of our Board of Directors, contain a cashless exercise provision and customary anti-dilution rights. Warrants to purchase Class A Common Stock issued in connection with the Convertible Notes exchange transaction were issued on December 23, 2016, became exercisable six months after issuance and contain customary anti-dilution provisions. The value of the warrants issued in connection with the Exchange Agreement was $0.2 million , determined by using the Black-Scholes Option Pricing Model, assuming a 5 -year life, a risk free rate interest of 2.0% and an expected volatility of 76.4% . In July 2016, we granted a three -year extension on the expiration date of warrants to purchase Class A Common Stock held by Sageview Capital, L.P. ("Sageview"), with all other terms of the warrant agreement unaffected. As a result of modifying the original terms of the warrants, we assigned a value to their extended terms using the Black-Scholes option pricing model and as a result, recorded selling, general and administrative expenses of $0.3 million in our Consolidated Statements of Operations for the year ended March 31, 2017 . On December 23, 2016, the Company entered into an exchange agreement with Sageview, pursuant to which Sageview agreed to terminate all of its outstanding warrants to purchase 1,773,462 shares of Common Stock at an exercise price of $12.36 per share in exchange for a payment of five thousand dollars. The exchange was consummated on December 23, 2016 and as a result, such warrants are no longer outstanding as of the balance sheet date. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES LEASES Our capital lease obligations are primarily related to computer equipment. On October 28, 2016, we entered into an agreement to fully terminate our lease obligation on the Pavilion Theater, a facility that was accounted for as a capital lease and for which we were considered the primary obligor. Contemporaneously, we also terminated a sublease agreement that we had with the tenant of the Pavilion Theater. As a result of the lease termination, we wrote off the property and equipment and capital lease obligation related to the facility and recognized a gain on the transaction of $2.5 million for the year ended March 31, 2017 . We also operate from leased properties under non-cancelable operating lease agreements, certain of which contain escalating lease clauses. As of March 31, 2017 , obligations under non-cancelable operating leases are due as follows (dollars in thousands): Fiscal years ending March 31, 2018 $ 1,048 2019 996 2020 1,074 2021 1,115 2022 698 Thereafter — $ 4,931 Rent expense, included in selling, general and administrative expenses in our Consolidated Statements of Operations, was $1.7 million and $1.8 million for the fiscal years ended March 31, 2017 and 2016 , respectively. During the year ended March 31, 2017, the Company terminated an operating lease on its corporate office space in Century City, California and relocated its offices to Sherman Oaks, California. The Company recorded an obligation in connection with the termination of the operating lease, which is reported as other long-term liabilities on the Consolidated Balance Sheets. The obligation is payable over 5 years. LEGAL PROCEEDINGS We are subject to certain legal proceedings in the ordinary course of business. We do not expect any such items to have a significant impact on our financial position and results of operations and liquidity. |
SUPPLEMENTAL CASH FLOW DISCLOSU
SUPPLEMENTAL CASH FLOW DISCLOSURE | 12 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW DISCLOSURE | SUPPLEMENTAL CASH FLOW INFORMATION For the Fiscal Year Ended March 31, (In thousands) 2017 2016 Cash interest paid $ 16,464 $ 15,045 Income taxes paid $ 322 $ — Accrued dividends on preferred stock $ 89 $ 89 Issuance of Class A Common Stock for payment of preferred stock dividends $ 356 $ 356 Issuance of Class A common stock and warrants to purchase Class A common stock in connection with Second Secured Lien Notes $ 1,163 $ — Issuance of Class A common stock and warrants to purchase Class A common stock in exchange for Convertible Notes $ 14,279 $ — Issuance of Second Lien Loans in connection with Convertible Notes exchange transaction $ 3,500 $ — |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION We operate in four reportable segments: Phase I Deployment, Phase II Deployment, Services and Content & Entertainment, or CEG. Our segments were determined based on the economic characteristics of our products and services, our internal organizational structure, the manner in which our operations are managed and the criteria used by our Chief Operating Decision Maker to evaluate performance, which is generally the segment’s operating income (loss) before depreciation and amortization. Operations of: Products and services provided: Phase I Deployment Financing vehicles and administrators for 3,724 Systems installed nationwide in Phase 1 DC's deployment to theatrical exhibitors. We retain ownership of the Systems and the residual cash flows related to the Systems after the repayment of all non-recourse debt at the expiration of exhibitor, master license agreements. As of March 31, 2017, we are no longer earning VPF revenues from certain major studios on 2,467 of such systems. Phase II Deployment Financing vehicles and administrators for our 8,904 Systems installed domestically and internationally, for which we retain no ownership of the residual cash flows and digital cinema equipment after the completion of cost recoupment and at the expiration of the exhibitor master license agreements. Services Provides monitoring, collection, verification and other management services to our Phase I Deployment, Phase II Deployment, CDF2 Holdings, as well as to exhibitors who purchase their own equipment. Services also collects and disburses VPFs from motion picture studios, distributors and ACFs from alternative content providers, movie exhibitors and theatrical exhibitors. Content & Entertainment Leading distributor of independent content, and collaborates with producers and other content owners to market, source, curate and distribute independent content to targeted and profitable audiences in theatres and homes, and via mobile and emerging platforms. No customer represented more than 10% of our consolidated revenues for the fiscal years ended March 31, 2017 and 2016. The following tables present certain financial information related to our reportable segments: As of March 31, 2017 (In thousands) Intangible Assets, net Goodwill Total Assets Notes Payable, Non-Recourse Notes Payable Capital Leases Phase I Deployment $ 160 $ — $ 15,118 $ 51,955 $ — $ — Phase II Deployment — — 48,461 9,149 — — Services — — 1,052 — — — Content & Entertainment 20,057 8,701 79,911 — — 8 Corporate 10 — 6,792 — 78,995 58 Total $ 20,227 $ 8,701 $ 151,334 $ 61,104 $ 78,995 $ 66 As of March 31, 2016 (In thousands) Intangible Assets, net Goodwill Total Assets Notes Payable, Non-Recourse Notes Payable Capital Leases Phase I Deployment $ 206 $ — $ 48,292 $ 93,372 $ — $ — Phase II Deployment — — 53,727 18,940 — — Services — — 1,064 — — — Content & Entertainment 25,721 8,701 87,344 — — 30 Corporate 13 — 18,971 — 86,938 4,195 Total $ 25,940 $ 8,701 $ 209,398 $ 112,312 $ 86,938 $ 4,225 Statements of Operations For the Fiscal Year Ended March 31, 2017 Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues $ 32,068 $ 12,538 $ 11,611 $ 34,177 $ — $ 90,394 Direct operating (exclusive of depreciation and amortization shown below) 1,052 388 10 23,671 — 25,121 Selling, general and administrative 544 228 798 15,812 6,394 23,776 Allocation of corporate overhead — — 1,581 3,583 (5,164 ) — Provision for doubtful accounts 737 209 — 267 — 1,213 Restructuring expenses — — — 509 (422 ) 87 Depreciation and amortization of property and equipment 19,263 7,523 — 273 663 27,722 Amortization of intangible assets 46 — — 5,663 9 5,718 Total operating expenses 21,642 8,348 2,389 49,778 1,480 83,637 Income (loss) from operations $ 10,426 $ 4,190 $ 9,222 $ (15,601 ) $ (1,480 ) $ 6,757 The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ 10 $ — $ — $ 10 Selling, general and administrative — — 4 289 1,423 1,716 Total stock-based compensation $ — $ — $ 14 $ 289 $ 1,423 $ 1,726 Statements of Operations For the Fiscal Year Ended March 31, 2016 Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues $ 36,488 $ 12,257 $ 11,782 $ 43,922 $ — $ 104,449 Direct operating (exclusive of depreciation and amortization shown below) 1,108 315 10 29,908 — 31,341 Selling, general and administrative 661 121 914 20,659 11,012 33,367 Allocation of corporate overhead — — 1,616 5,410 (7,026 ) — (Benefit) provision for doubtful accounts 241 98 — 450 — 789 Restructuring expenses — — — 216 914 1,130 Goodwill impairment — — — 18,000 — 18,000 Litigation settlement recovery, net of expenses — — — (2,228 ) — (2,228 ) Depreciation and amortization of property and equipment 28,446 7,523 — 330 1,045 37,344 Amortization of intangible assets 46 — — 5,799 7 5,852 Total operating expenses 30,502 8,057 2,540 78,544 5,952 125,595 Income (loss) from operations $ 5,986 $ 4,200 $ 9,242 $ (34,622 ) $ (5,952 ) $ (21,146 ) The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ 10 $ 6 $ — $ 16 Selling, general and administrative — — 1 258 1,557 1,816 Total stock-based compensation $ — $ — $ 11 $ 264 $ 1,557 $ 1,832 The following table presents the results of our operating segments for the three months ended March 31, 2017 : Statements of Operations For the Three Months Ended March 31, 2017 (Unaudited) Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues $ 6,046 $ 3,090 $ 2,569 $ 7,889 $ — $ 19,594 Direct operating (exclusive of depreciation and amortization shown below) 282 118 4 6,837 — 7,241 Selling, general and administrative 137 84 269 4,326 1,194 6,010 Allocation of corporate overhead — — 387 877 (1,264 ) — Provision for doubtful accounts 419 111 — 267 — 797 Restructuring expenses — — — 422 (467 ) (45 ) Goodwill impairment — — — — — — Depreciation and amortization of property and equipment 3,107 1,881 — 69 107 5,164 Amortization of intangible assets 12 — — 1,381 3 1,396 Total operating expenses 3,957 2,194 660 14,179 (427 ) 20,563 Income (loss) from operations $ 2,089 $ 896 $ 1,909 $ (6,290 ) $ 427 $ (969 ) The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ 4 $ (2 ) $ — $ 2 Selling, general and administrative — — 1 108 251 360 Total stock-based compensation $ — $ — $ 5 $ 106 $ 251 $ 362 |
RESTRUCTURING EXPENSES
RESTRUCTURING EXPENSES | 12 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING, TRANSITION AND ACQUISITION EXPENSES | RESTRUCTURING EXPENSES 2016 Workforce Reduction During the year ended March 31, 2017 , we completed a strategic assessment of resource requirements within our Content & Entertainment and Corporate reporting segments to better align our cost structure with anticipated revenues. The following table presents a roll forward of restructuring, transition and acquisition expenses and related liability balances: (In thousands) Amount accrued as of March 31, 2015 $ — Costs incurred 1,130 Amounts paid/adjustments (625 ) Amount accrued as of March 31, 2016 505 Costs incurred 87 Amounts paid/adjustments (548 ) Amount accrued as of March 31, 2017 $ 44 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table presents the components of income tax expense: For the Fiscal Year Ended March 31, (In thousands) 2017 2016 Federal: Current $ (140 ) $ 140 Deferred — — Total federal (140 ) 140 State: Current 392 205 Deferred — — Total state 392 205 Income tax expense $ 252 $ 345 Net deferred taxes consisted of the following: As of March 31, (In thousands) 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 98,232 $ 99,524 Stock based compensation 2,742 4,432 Intangibles 8,100 8,005 Revenue deferral 47 46 Interest rate derivatives 253 199 Capital loss carryforwards 4,454 7,951 Other 2,997 2,224 Total deferred tax assets before valuation allowance 116,825 122,381 Less: Valuation allowance (106,718 ) (104,285 ) Total deferred tax assets after valuation allowance $ 10,107 $ 18,096 Deferred tax liabilities: Depreciation and amortization $ (10,107 ) $ (17,414 ) Intangibles — (682 ) Total deferred tax liabilities (10,107 ) (18,096 ) Net deferred tax $ — $ — We have provided a valuation allowance equal to our net deferred tax assets for the fiscal years ended March 31, 2017 and 2016 . We are required to recognize all or a portion of our deferred tax assets if we believe that it is more likely than not that such assets will be realized, given the weight of all available evidence. We assess the realizability of the deferred tax assets at each interim and annual balance sheet date. In assessing the need for a valuation allowance, we considered both positive and negative evidence, including recent financial performance, projections of future taxable income and scheduled reversals of deferred tax liabilities. We increased the valuation allowance by $2.4 million and $16.0 million during the fiscal years ended March 31, 2017 and 2016 , respectively. We will continue to assess the realizability of the deferred tax assets at each interim and annual balance sheet date based upon actual and forecasted operating results. At March 31, 2017 , we had Federal and state net operating loss carryforwards of approximately $250.3 million available in the United States of America ("US") and approximately $0.6 million in Australia to reduce future taxable income. The US federal and state net operating loss carryforwards will begin to expire in 2020. The Australian net operating loss carryforward does not expire. At March 31, 2017, we had Federal and state capital loss carryforwards of approximately $11.4 million available to reduce future capital gains. The capital loss carryforwards were generated during the year ended March 31, 2014 and expires after the year ending March 31, 2019. During the year ended March 31, 2017, approximately $9.0 million of capital loss carryforwards that were generated during the year ended March 31, 2011, expired. Under the provisions of the Internal Revenue Code, certain substantial changes in our ownership may result in a limitation on the amount of net operating losses that may be utilized in future years. As of March 31, 2017 , approximately $12.6 million of net operating losses from periods prior to March 2006 are subject to an annual Section 382 limitation of approximately $12.6 million . Net operating losses of approximately $237.7 million , which were generated since March 2006 are currently not subject to an annual limitation under Section 382. Future significant ownership changes could cause a portion or all of these net operating losses to expire before utilization. The differences between the United States statutory federal tax rate and our effective tax rate are as follows: For the fiscal years ended March 31, 2017 2016 Provision at the U.S. statutory federal tax rate 34.0 % 34.0 % State income taxes, net of federal benefit 6.6 % 5.6 % Change in valuation allowance (19.2 )% (40.3 )% Non-deductible equity compensation (1.8 )% (0.7 )% Expired capital loss carry forward (20.8 )% — % Other (0.5 )% 0.5 % Income tax expense (1.7 )% (0.9 )% Since April 1, 2007, we have applied accounting principles that clarify the accounting and disclosure for uncertainty in income taxes. As of March 31, 2017 and 2016 , we did not have any uncertainties in income taxes. We file income tax returns in the U.S. federal jurisdiction, various states and Australia. For federal income tax purposes, our fiscal 2014 through 2017 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations. For state tax purposes, our fiscal 2013 through 2017 tax years generally remain open for examination by most of the tax authorities under a four-year statute of limitations. For Australian tax purposes, fiscal tax years ended March 31, 2016 and 2017 are open for examination. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On April 10, 2017, we entered into lease agreements for a new office facility at 45 West 36th Street, New York, New York, which will replace our current facility at 902 Broadway and coincide with the termination of such lease. The new agreements commence on July 1, 2017 and initially require minimum monthly lease payments of $33,250 with customary escalation clauses over the course of the contract, which terminates in April 2021. On June 29, 2017, the company entered into a Stock Purchase Agreement with a strategic partner to sell 20,000,000 shares of Company’s Class A common stock, par value $0.001 per share for an aggregate purchase price of up to $30,000,000 , of which up to 400,000 shares may be sold to members of management instead of the strategic partner. The Company is also in advanced discussions with holders, representing approximately 99% by principal amount, of the Company’s outstanding 5.5% Convertible Senior Notes due in 2035 to exchange their notes into cash, other securities of the Company or a combination thereof in order to decrease the debt obligations of the Company. Upon the issuance of the Shares, the strategic partner will own a majority of the outstanding Common Stock and will be entitled to designate two ( 2 ) members of the Company’s Board of Directors, the size of which will be set at seven ( 7 ) members. As part of the Stock Purchase Agreement, the Company has entered into an escrow agreement with the strategic partner where $15.0 million in cash will be deposited with an escrow agent until the closing, assuming a condition is met. The final closing of this transaction is subject to customary approvals, including stockholder, lender and regulatory approvals and consummation of the convertible note exchanges. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
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 of accounting. 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 4 - Other Interests to the Consolidated Financial Statements for a discussion of our noncontrolling 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 accounts receivable reserves, return reserves, inventory reserves, recovery of advances, assessment of goodwill and intangible asset impairment and valuation allowances for income taxes. Actual results could differ from these estimates. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS We consider all highly liquid investments with an original maturity of three months or less to be “cash equivalents.” We maintain bank accounts with major banks, which, from time to time, may exceed the Federal Deposit Insurance Corporation’s insured limits. We periodically assess the financial condition of the institutions and believe that the risk of any loss is minimal. |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE We maintain reserves for potential credit losses on accounts receivable. We review the composition of accounts receivable and analyze historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. Our Content & Entertainment segment recognizes accounts receivable, net of an estimated allowance for product returns and customer chargebacks, at the time that it recognizes revenue from a sale. We base the amount of the returns allowance and customer chargebacks upon historical experience and future expectations. We record accounts receivable, long-term in connection with activation fees that we earn from Systems deployments that have extended payment terms. Such accounts receivable are discounted to their present value at prevailing market rates. |
INVENTORY | INVENTORY, NET Inventory consists of finished goods of Company owned physical DVD and Blu-ray Disc titles and is stated at the lower of cost (determined based on weighted average cost) or market. We identify inventory items to be written down for obsolescence based on their sales status and condition. We write down discontinued or slow moving inventories based on an estimate of the markdown to retail price needed to sell through our current stock level of the inventories. |
RESTRICTED CASH | RESTRICTED CASH |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows: Computer equipment and software 3 - 5 years Digital cinema projection systems 10 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 6 years Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the leasehold improvements. Maintenance and repair costs are charged to expense as incurred. Major renewals, improvements and additions are capitalized. Upon the sale or other disposition of any property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and the gain or loss on disposal is included in the consolidated statements of operations. |
ACCOUNTING FOR DERIVATIVE ACTIVITIES | ACCOUNTING FOR DERIVATIVE ACTIVITIES Derivative financial instruments are recorded at fair value. Changes in the fair value of derivative financial instruments are either recognized in accumulated other comprehensive loss (a component of stockholders' deficit) or in the consolidated statements of operations depending on whether the derivative qualifies for hedge accounting. We entered into an interest rate cap transaction during the fiscal year ended March 31, 2013 to limit our exposure to interest rates on the Prospect Loan, which matures March 31, 2018. We have not sought hedge accounting treatment for the interest rate cap and therefore, changes in its value are recorded in the consolidated statements of operations. |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The fair value measurement disclosures are grouped into three levels based on valuation factors: • Level 1 – quoted prices in active markets for identical investments • Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs) • Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments) Assets and liabilities measured at fair value on a recurring basis use the market approach, where prices and other relevant information are generated by market transactions involving identical or comparable assets or liabilities. The following tables summarize the levels of fair value measurements of our financial assets and liabilities: As of March 31, 2017 (In thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 1,000 $ — $ — $ 1,000 As of March 31, 2016 (In thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 8,983 $ — $ — $ 8,983 Interest rate derivatives — 12 — 12 $ 8,983 $ 12 $ — $ 8,995 Our cash and cash equivalents, accounts receivable, unbilled revenue and accounts payable and accrued expenses are financial instruments that are recorded at cost in the Consolidated Balance Sheets because the estimated fair values of these financial instruments approximate their carrying amounts due to their short-term nature. At March 31, 2017 and 2016 , the estimated fair value of our fixed rate debt approximated its carrying amount. We estimated the fair value of debt based upon current interest rates available to us at the respective balance sheet dates for arrangements with similar terms and conditions. Based on borrowing rates currently available to us for loans with similar terms, the carrying value of notes payable and capital lease obligations approximates fair value. |
IMPAIRMENT OF LONG-LIVED AND FINITE-LIVED ASSETS | IMPAIRMENT OF LONG-LIVED AND FINITE-LIVED ASSETS We review the recoverability of our long-lived assets and finite-lived intangible assets, when events or conditions occur that indicate a possible impairment exists. The assessment for recoverability is based primarily on our ability to recover the carrying value of our long-lived and finite-lived assets from expected future undiscounted net cash flows. If the total of expected future undiscounted cash flows is less than the total carrying value of the assets, the asset is deemed not to be recoverable and possibly impaired. We then estimate the fair value of the asset to determine whether an impairment loss should be recognized. An impairment loss will be recognized if the asset's fair value is determined to be less than its carrying value. Fair value is determined by computing the expected future discounted cash flows. During the fiscal years ended March 31, 2017 and 2016 , no impairment charge was recorded for long-lived assets or finite-lived assets. |
GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS | GOODWILL Goodwill is the excess of the purchase price paid over the fair value of the net assets of an acquired business. Goodwill is tested for impairment on an annual basis or more often if warranted by events or changes in circumstances indicating that the carrying value may exceed fair value, also known as impairment indicators. Inherent in the fair value determination for each reporting unit are certain judgments and estimates relating to future cash flows, including management’s interpretation of current economic indicators and market conditions, and assumptions about our strategic plans with regard to its operations. To the extent additional information arises, market conditions change or our strategies change, it is possible that the conclusion regarding whether our remaining goodwill is impaired could change and result in future goodwill impairment charges that will have a material effect on our consolidated financial position or results of operations. We apply the applicable accounting guidance when testing goodwill for impairment, which permits us to make a qualitative assessment of whether goodwill is impaired, or opt to bypass the qualitative assessment, and proceed directly to performing the first step of the two-step impairment test. If we perform a qualitative assessment and conclude it is more likely than not that the fair value of a reporting unit exceeds its carrying value, goodwill is not considered impaired and the two-step impairment test is unnecessary. However, if we conclude otherwise, we are required to perform the first step of the two-step impairment test. We have the unconditional option to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. We may resume performing the qualitative assessment in any subsequent period. For reporting units where we decide to perform a qualitative assessment, we assess and make judgments regarding a variety of factors which potentially impact the fair value of a reporting unit, including general economic conditions, industry and market-specific conditions, customer behavior, cost factors, our financial performance and trends, our strategies and business plans, capital requirements, management and personnel issues, and our stock price, among others. We then consider the totality of these and other factors, placing more weight on the events and circumstances that are judged to most affect a reporting unit's fair value or the carrying amount of its net assets, to reach a qualitative conclusion regarding whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. For reporting units where we decide to perform a quantitative testing approach in order to test goodwill, a determination of the fair value of our reporting units is required and is based, among other things, on estimates of future operating performance of the reporting unit and/or the component of the entity being valued. This impairment test includes the projection and discounting of cash flows, analysis of our market factors impacting the businesses we operate and estimating the fair values of tangible and intangible assets and liabilities. Estimating future cash flows and determining their present values are based upon, among other things, certain assumptions about expected future operating performance and appropriate discount rates determined by us. The discounted cash flow methodology establishes fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. The discount rate applied to the projected future cash flows to arrive at the present value is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The discounted cash flow methodology uses projections of financial performance for a five-year period. The most significant assumptions used in the discounted cash flow methodology are the discount rate and expected future revenues and gross margins, which vary among reporting units. The market participant based weighted average cost of capital for each unit gives consideration to factors including, but not limited to, capital structure, historic and projected financial performance, industry risk and size. |
REVENUE RECOGNITION | REVENUE RECOGNITION |
DIRECT OPERATING COSTS | DIRECT OPERATING COSTS Direct operating costs consist of operating costs such as cost of goods sold, fulfillment expenses, shipping costs, property taxes and insurance on Systems, royalty expenses, impairments of advances, marketing and direct personnel costs. |
ADVERTISING | ADVERTISING Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Employee and director stock-based compensation expense related to our stock-based awards was as follows: For the Fiscal Year Ended March 31, (In thousands) 2017 2016 Direct operating $ 10 $ 16 Selling, general and administrative 1,716 1,816 Total stock-based compensation expense $ 1,726 $ 1,832 The weighted-average grant-date fair value of options granted during the fiscal year ended and 2016 was $7.94 . There were 2,500 stock options exercised during the fiscal year ended March 31, 2016 . There were no stock options granted or exercised in the fiscal year ended March 31, 2017. We estimated the fair value of stock options at the date of each grant using a Black-Scholes option valuation model with the following assumptions: For the Fiscal Year Ended March 31, Assumptions for Option Grants 2017 2016 Range of risk-free interest rates 1.1% - 1.3% 1.4% - 1.7% Dividend yield — — Expected life (years) 5 5 Range of expected volatilities 72.5% - 76.3% 70.6 - 72.5% The risk-free interest rate used in the Black-Scholes option-pricing model for options granted under our stock option plan awards is the historical yield on U.S. Treasury securities with equivalent remaining lives. We do not currently anticipate paying any cash dividends on Class A common stock in the foreseeable future. As a result, an expected dividend yield of zero is used in the Black-Scholes option-pricing model. We estimate the expected life of options granted under our stock option plans using both exercise behavior and post-vesting termination behavior, as well as consideration of outstanding options. We estimate expected volatility for options granted under our stock option plans based on a measure of our Class A common stock's historical volatility in the trading market. |
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. |
NET LOSS PER SHARE | NET LOSS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS Basic and diluted net loss per common share has been calculated as follows: Basic and diluted net loss per common share attributable to common shareholders = Net loss attributable to common shareholders Weighted average number of common stock shares outstanding during the period Stock issued and treasury stock repurchased during the period are weighted for the portion of the period that they are outstanding. The shares to be repurchased in connection with the forward stock purchase transaction discussed in Note 6 - Stockholders' Deficit are considered repurchased for the purposes of calculating net loss per share and therefore the calculation of weighted average shares outstanding as of March 31, 2017 excludes 1,179,138 shares that will be repurchased as a result of the forward stock purchase transaction. Shares issued and any shares that are reacquired during the period are weighted for the portion of the period that they are outstanding. |
COMPREHENSIVE LOSS | COMPREHENSIVE LOSS As of March 31, 2017 and 2016 , our comprehensive loss consisted of net loss and foreign currency translation adjustments |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on revenue recognition. The new standard provides for a single five-step model to be applied to all revenue contracts with customers as well as requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard. The guidance will be effective during our fiscal year ending March 31, 2019 with early adoption permitted. We are still evaluating the impact of the adoption of this accounting standard update on our consolidated financial statements. In August 2014, the FASB amended accounting guidance pertaining to going concern considerations by company management. The amendments in this update state that in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued, when applicable). This standard was adopted for the year ended March 31, 2017. In July 2015, the FASB issued an accounting standards update that requires an entity to measure inventory balances at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. This guidance was adopted for the year ended March 31, 2017 and did not have a significant impact on the consolidated financial statements. In September 2015, the FASB issued new guidance with respect to Business Combinations. The new guidance requires the acquirer in a Business Combination to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The new guidance is effective for public entities for which fiscal years begin after December 15, 2016, and interim periods within the fiscal years beginning after December 31, 2017. The accounting standard must be applied prospectively to adjustments to provisional amounts that occur after the effective date, with early adoption permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In November 2015, the FASB issued new guidance related to the balance sheet classification of income taxes. The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. We do not believe the adoption of the new financial instruments standard will have a material impact on our consolidated financial statements. In January 2016, the FASB issued new guidance related to financial instruments, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The standard will be effective beginning in the first quarter of our 2019 fiscal year and early adoption is not permitted. We do not believe the adoption of the new financial instruments standard will have a material impact on our consolidated financial statements. In February 2016, the FASB issued new guidance related to the accounting for leases. The new standard will replace all current U.S. GAAP guidance on this topic. The new standard, amongst other things, requires a lessee to classify a lease as either a finance or operating lease in which lessees will need to recognize a right-of-use asset and a lease liability for their leases. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. Classification will be based on criteria that are largely similar to those applied in current lease accounting. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and will require application of the new guidance at the beginning of the earliest comparative period presented. We are evaluating the impact of this new accounting guidance on our consolidated financial statements. In March 2016, the FASB issued new guidance in an effort to simplify accounting for share-based payments. The new standard, amongst other things: • will require that all excess tax benefits and tax deficiencies be recorded as income tax expense or benefit in the statement of operations and that the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur; • will require excess tax benefits from share-based payments to be reported as operating activities on the statement of cash flows; and • permits an accounting policy election to either estimate the number of awards that are expected to vest using an estimated forfeiture rate, as currently required, or account for forfeitures when they occur. The new standard is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. We do not expect the impact of this new accounting guidance to have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments . This standard amends and adjusts how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and will require adoption on a retrospective basis unless impracticable. If impracticable, we would be required to apply the amendments prospectively as of the earliest date possible. We are currently evaluating the impact this accounting guidance will have on our consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interest Held through Related Parties That Are under Common Control , which alters how a decision maker needs to consider indirect interest in a VIE held through an entity under common control. ASU 2016-17 is effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. As a result, this accounting guidance will become effective for in our first quarter of fiscal year ending March 31, 2019, with early adoption permitted. We are currently evaluating the impact this accounting guidance will have on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Information related to the goodwill allocated to our Content & Entertainment segment is as follows: (In thousands) Goodwill As of April 1, 2015 $ 26,701 Goodwill impairment (18,000 ) As of March 31, 2016 and 2017 8,701 Gross amounts of goodwill and accumulated impairment charges that we have recorded are as follows: (In thousands) Goodwill $ 32,701 Accumulated impairment losses (24,000 ) Net goodwill at March 31, 2017 $ 8,701 |
Estimated useful lives of Property and equipment | Depreciation expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows: Computer equipment and software 3 - 5 years Digital cinema projection systems 10 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 6 years PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: As of March 31, (In thousands) 2017 2016 Leasehold improvements $ 816 $ 824 Computer equipment and software 4,374 9,400 Digital cinema projection systems 360,651 360,651 Machinery and equipment 592 592 Furniture and fixtures 384 382 366,817 371,849 Less - accumulated depreciation and amortization (333,679 ) (310,109 ) Total property and equipment, net $ 33,138 $ 61,740 |
Fair Value Measurements of financial assets | The following tables summarize the levels of fair value measurements of our financial assets and liabilities: As of March 31, 2017 (In thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 1,000 $ — $ — $ 1,000 As of March 31, 2016 (In thousands) Level 1 Level 2 Level 3 Total Restricted cash $ 8,983 $ — $ — $ 8,983 Interest rate derivatives — 12 — 12 $ 8,983 $ 12 $ — $ 8,995 |
Employee stock-based compensation expense related to stock-based awards | Employee and director stock-based compensation expense related to our stock-based awards was as follows: For the Fiscal Year Ended March 31, (In thousands) 2017 2016 Direct operating $ 10 $ 16 Selling, general and administrative 1,716 1,816 Total stock-based compensation expense $ 1,726 $ 1,832 |
Assumptions used in Black-Scholes option valuation model for estimating fair value of options | We estimated the fair value of stock options at the date of each grant using a Black-Scholes option valuation model with the following assumptions: For the Fiscal Year Ended March 31, Assumptions for Option Grants 2017 2016 Range of risk-free interest rates 1.1% - 1.3% 1.4% - 1.7% Dividend yield — — Expected life (years) 5 5 Range of expected volatilities 72.5% - 76.3% 70.6 - 72.5% |
CONSOLIDATED BALANCE SHEET CO23
CONSOLIDATED BALANCE SHEET COMPONENTS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Consolidated Balance Sheet Components [Abstract] | |
Schedule of Accounts Receivable | ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following: As of March 31, (In thousands) 2017 2016 Trade receivables $ 56,298 $ 54,424 Allowance for doubtful accounts (2,690 ) (1,526 ) Total accounts receivable, net $ 53,608 $ 52,898 |
Schedule of Prepaid and Other Current Assets | PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets consisted of the following: As of March 31, (In thousands) 2017 2016 Non-trade accounts receivable, net $ 3,387 $ 3,805 Advances 8,119 9,775 Due from producers 1,006 1,485 Prepaid insurance 164 60 Other prepaid expenses 808 747 Total prepaid and other current assets $ 13,484 $ 15,872 |
Schedule of Property and Equipment | Depreciation expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows: Computer equipment and software 3 - 5 years Digital cinema projection systems 10 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 6 years PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: As of March 31, (In thousands) 2017 2016 Leasehold improvements $ 816 $ 824 Computer equipment and software 4,374 9,400 Digital cinema projection systems 360,651 360,651 Machinery and equipment 592 592 Furniture and fixtures 384 382 366,817 371,849 Less - accumulated depreciation and amortization (333,679 ) (310,109 ) Total property and equipment, net $ 33,138 $ 61,740 |
Schedule of Intangible Assets, Net | INTANGIBLE ASSETS Intangible assets, net consisted of the following: As of March 31, 2017 (In thousands) Gross Carrying Amount Accumulated Amortization Net Amount Useful Life (years) Trademarks $ 116 $ (107 ) $ 9 3 Customer relationships and contracts 21,968 (9,154 ) 12,814 3-15 Theatre relationships 550 (390 ) 160 10-12 Content library 19,767 (12,523 ) 7,244 5-6 Favorable lease agreement 1,193 (1,193 ) — 4 $ 43,594 $ (23,367 ) $ 20,227 As of March 31, 2016 (In thousands) Gross Carrying Amount Accumulated Amortization Net Amount Useful Life (years) Trademarks $ 112 $ (99 ) $ 13 3 Customer relationships and contracts 21,968 (7,048 ) 14,920 3-15 Theatre relationships 550 (344 ) 206 10-12 Content library 19,767 (9,101 ) 10,666 5-6 Favorable lease agreement 1,193 (1,058 ) 135 4 $ 43,590 $ (17,650 ) $ 25,940 |
Schedule of Expected Amortization Expense | Based on identified intangible assets that are subject to amortization as of March 31, 2017 , we expect future amortization expense for each period to be as follows (dollars in thousands): Fiscal years ending March 31, 2018 $ 5,528 2019 $ 5,528 2020 $ 2,505 2021 $ 2,106 2022 $ 1,112 |
Schedule of Accounts Payable and Accrued Liabilities | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: As of March 31, (In thousands) 2017 2016 Accounts payable $ 33,069 $ 30,866 Participations and royalties payable 32,399 27,463 Accrued compensation and benefits 1,059 2,580 Accrued taxes payable 619 347 Interest payable 1,357 1,737 Accrued restructuring and transition expenses 44 505 Accrued other expenses 5,132 5,019 Total accounts payable and accrued expenses $ 73,679 $ 68,517 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consisted of the following: As of March 31, 2017 As of March 31, 2016 (In thousands) Current Portion Long Term Portion Current Portion Long Term Portion 2013 Term Loans $ — $ — $ 21,188 $ 9,857 Prospect Loan — 54,656 — 66,543 KBC Facilities 5,744 2,890 7,646 10,998 P2 Vendor Note 227 181 161 310 P2 Exhibitor Notes 85 22 79 107 Total non-recourse notes payable 6,056 57,749 29,074 87,815 Less: Unamortized debt issuance costs and debt discounts — (2,701 ) — (4,577 ) Total non-recourse notes payable, net of unamortized debt issuance costs and debt discounts $ 6,056 $ 55,048 $ 29,074 $ 83,238 5.5% Convertible Notes Due 2035 $ — $ 50,571 $ — $ 64,000 Second Secured Lien Notes — 9,165 — — Cinedigm Revolving Loans 19,599 — — 21,927 2013 Notes — 5,000 — 5,000 Total recourse notes payable $ 19,599 $ 64,736 $ — $ 90,927 Less: Unamortized debt issuance costs and debt discounts — (5,340 ) — (3,989 ) Total recourse notes payable, net of unamortized debt issuance costs and debt discounts $ 19,599 $ 59,396 $ — $ 86,938 Total notes payable, net of unamortized debt issuance costs $ 25,655 $ 114,444 $ 29,074 $ 170,176 |
Debt Instrument [Line Items] | |
Schedule of Credit Facilities | Outstanding Principal Balance Facility 1 Credit Facility Interest Rate 2 Maturity Date March 31, 2017 March 31, 2016 1 22,336 3.75 % September 2018 3,758 7,180 2 13,312 3.75 % September 2018 — 4,034 3 11,425 3.75 % March 2019 3,264 4,896 4 6,450 3.75 % December 2018 1,612 2,534 $ 53,523 $ 8,634 $ 18,644 1. For each facility, principal is to be repaid in twenty-eight quarterly installments. 2. Each of the facilities bears interest at the three-month LIBOR rate, which was 0.63% at March 31, 2017 , plus the interest rate noted above. |
Schedule of Aggregate Principal Repayments of the Company's Notes Payable | The aggregate principal repayments on our notes payable, including anticipated PIK interest, are scheduled to be as follows (dollars in thousands): Fiscal years ending March 31, 2018 $ 25,655 2019 8,093 2020 9,165 2021 54,656 2022 — Thereafter 50,571 $ 148,140 |
2013 Term Loans | |
Debt Instrument [Line Items] | |
Schedule of Debt Outstanding | The following table presents a summary of the 2013 Term Loans: As of March 31, (In thousands) 2017 2016 2013 Term Loans, at issuance, net $ 125,087 $ 125,087 Payments to date (125,087 ) (94,043 ) Discount on 2013 Term Loans — (118 ) 2013 Term Loans, net — 30,926 Less current portion — (21,188 ) Total long term portion $ — $ 9,738 |
2013 Prospect Term Loan Agreement | |
Debt Instrument [Line Items] | |
Schedule of Debt Outstanding | The following table summarizes the activity related to the Prospect Loan: As of March 31, (In thousands) 2017 2016 Prospect Loan, at issuance $ 70,000 $ 70,000 PIK Interest 4,778 4,778 Payments to date (20,122 ) (8,235 ) Prospect Loan, net $ 54,656 $ 66,543 Less current portion — — Total long term portion $ 54,656 $ 66,543 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Outstanding Stock Options | The following table summarizes the activity of the Plan related to shares issuable pursuant to outstanding options: Shares Under Option Weighted Average Exercise Price Per Share Balance at March 31, 2015 590,868 $ 17.40 Granted 18,500 7.94 Exercised (2,500 ) 15.10 Canceled (244,596 ) 17.59 Balance at March 31, 2016 362,272 16.50 Granted — — Exercised — — Canceled (16,657 ) 22.08 Balance at March 31, 2017 345,615 16.50 |
Schedule of Options Outstanding Under the Plan | An analysis of all options outstanding under the Plan as of March 31, 2017 is as follows: Range of Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) $5.40 - $8.90 11,000 8.4 $ 6.66 $ — $9.00 - $13.70 25,999 4.8 11.89 — $14.00 - $24.40 272,466 6.1 14.79 — $24.60 - $50.00 32,500 6.6 27.38 — $51.60 - $80.60 3,650 0.4 65.36 — 345,615 $ — An analysis of all options exercisable under the Plan as of March 31, 2017 is presented below: Options Exercisable Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) 292,896 5.80 $ 15.95 $ — |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table presents information about outstanding warrants to purchase shares of our Class A common stock as of March 31, 2017 . All of the outstanding warrants are fully vested and exercisable. Recipient Amount outstanding Expiration Exercise price per share Strategic management service provider 52,500 July 2021 $17.20 - $30.00 Warrants issued to creditors in connection with the 2013 Notes (the "2013 Warrants") 125,063 October 2018 $18.50 Warrants issued to Ronald L. Chez in connection with the Second Secured Lien Notes 200,000 July 2023 $1.34 - $1.68 Warrants issued in connection with Convertible Notes exchange transaction 200,000 December 2021 $1.60 |
COMMITMENTS AND CONTINGENCIES C
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Obligations Under Non-cancelable Operating Leases | As of March 31, 2017 , obligations under non-cancelable operating leases are due as follows (dollars in thousands): Fiscal years ending March 31, 2018 $ 1,048 2019 996 2020 1,074 2021 1,115 2022 698 Thereafter — $ 4,931 |
SUPPLEMENTAL CASH FLOW DISCLO27
SUPPLEMENTAL CASH FLOW DISCLOSURE (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flows | For the Fiscal Year Ended March 31, (In thousands) 2017 2016 Cash interest paid $ 16,464 $ 15,045 Income taxes paid $ 322 $ — Accrued dividends on preferred stock $ 89 $ 89 Issuance of Class A Common Stock for payment of preferred stock dividends $ 356 $ 356 Issuance of Class A common stock and warrants to purchase Class A common stock in connection with Second Secured Lien Notes $ 1,163 $ — Issuance of Class A common stock and warrants to purchase Class A common stock in exchange for Convertible Notes $ 14,279 $ — Issuance of Second Lien Loans in connection with Convertible Notes exchange transaction $ 3,500 $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting, Assets and Debt | The following tables present certain financial information related to our reportable segments: As of March 31, 2017 (In thousands) Intangible Assets, net Goodwill Total Assets Notes Payable, Non-Recourse Notes Payable Capital Leases Phase I Deployment $ 160 $ — $ 15,118 $ 51,955 $ — $ — Phase II Deployment — — 48,461 9,149 — — Services — — 1,052 — — — Content & Entertainment 20,057 8,701 79,911 — — 8 Corporate 10 — 6,792 — 78,995 58 Total $ 20,227 $ 8,701 $ 151,334 $ 61,104 $ 78,995 $ 66 As of March 31, 2016 (In thousands) Intangible Assets, net Goodwill Total Assets Notes Payable, Non-Recourse Notes Payable Capital Leases Phase I Deployment $ 206 $ — $ 48,292 $ 93,372 $ — $ — Phase II Deployment — — 53,727 18,940 — — Services — — 1,064 — — — Content & Entertainment 25,721 8,701 87,344 — — 30 Corporate 13 — 18,971 — 86,938 4,195 Total $ 25,940 $ 8,701 $ 209,398 $ 112,312 $ 86,938 $ 4,225 |
Schedule of Segment Reporting, Statement of Operations | The following table presents the results of our operating segments for the three months ended March 31, 2017 : Statements of Operations For the Three Months Ended March 31, 2017 (Unaudited) Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues $ 6,046 $ 3,090 $ 2,569 $ 7,889 $ — $ 19,594 Direct operating (exclusive of depreciation and amortization shown below) 282 118 4 6,837 — 7,241 Selling, general and administrative 137 84 269 4,326 1,194 6,010 Allocation of corporate overhead — — 387 877 (1,264 ) — Provision for doubtful accounts 419 111 — 267 — 797 Restructuring expenses — — — 422 (467 ) (45 ) Goodwill impairment — — — — — — Depreciation and amortization of property and equipment 3,107 1,881 — 69 107 5,164 Amortization of intangible assets 12 — — 1,381 3 1,396 Total operating expenses 3,957 2,194 660 14,179 (427 ) 20,563 Income (loss) from operations $ 2,089 $ 896 $ 1,909 $ (6,290 ) $ 427 $ (969 ) Statements of Operations For the Fiscal Year Ended March 31, 2017 Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues $ 32,068 $ 12,538 $ 11,611 $ 34,177 $ — $ 90,394 Direct operating (exclusive of depreciation and amortization shown below) 1,052 388 10 23,671 — 25,121 Selling, general and administrative 544 228 798 15,812 6,394 23,776 Allocation of corporate overhead — — 1,581 3,583 (5,164 ) — Provision for doubtful accounts 737 209 — 267 — 1,213 Restructuring expenses — — — 509 (422 ) 87 Depreciation and amortization of property and equipment 19,263 7,523 — 273 663 27,722 Amortization of intangible assets 46 — — 5,663 9 5,718 Total operating expenses 21,642 8,348 2,389 49,778 1,480 83,637 Income (loss) from operations $ 10,426 $ 4,190 $ 9,222 $ (15,601 ) $ (1,480 ) $ 6,757 Statements of Operations For the Fiscal Year Ended March 31, 2016 Phase I Phase II Services Content & Entertainment Corporate Consolidated Revenues $ 36,488 $ 12,257 $ 11,782 $ 43,922 $ — $ 104,449 Direct operating (exclusive of depreciation and amortization shown below) 1,108 315 10 29,908 — 31,341 Selling, general and administrative 661 121 914 20,659 11,012 33,367 Allocation of corporate overhead — — 1,616 5,410 (7,026 ) — (Benefit) provision for doubtful accounts 241 98 — 450 — 789 Restructuring expenses — — — 216 914 1,130 Goodwill impairment — — — 18,000 — 18,000 Litigation settlement recovery, net of expenses — — — (2,228 ) — (2,228 ) Depreciation and amortization of property and equipment 28,446 7,523 — 330 1,045 37,344 Amortization of intangible assets 46 — — 5,799 7 5,852 Total operating expenses 30,502 8,057 2,540 78,544 5,952 125,595 Income (loss) from operations $ 5,986 $ 4,200 $ 9,242 $ (34,622 ) $ (5,952 ) $ (21,146 ) |
Schedule of Segement Reporting, Employee Stock-based Compensation Expense | The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ 10 $ — $ — $ 10 Selling, general and administrative — — 4 289 1,423 1,716 Total stock-based compensation $ — $ — $ 14 $ 289 $ 1,423 $ 1,726 The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ 10 $ 6 $ — $ 16 Selling, general and administrative — — 1 258 1,557 1,816 Total stock-based compensation $ — $ — $ 11 $ 264 $ 1,557 $ 1,832 The following employee and director stock-based compensation expense related to our stock-based awards is included in the above amounts as follows: Phase I Phase II Services Content & Entertainment Corporate Consolidated Direct operating $ — $ — $ 4 $ (2 ) $ — $ 2 Selling, general and administrative — — 1 108 251 360 Total stock-based compensation $ — $ — $ 5 $ 106 $ 251 $ 362 |
RESTRUCTURING EXPENSES (Tables)
RESTRUCTURING EXPENSES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Activities | The following table presents a roll forward of restructuring, transition and acquisition expenses and related liability balances: (In thousands) Amount accrued as of March 31, 2015 $ — Costs incurred 1,130 Amounts paid/adjustments (625 ) Amount accrued as of March 31, 2016 505 Costs incurred 87 Amounts paid/adjustments (548 ) Amount accrued as of March 31, 2017 $ 44 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The following table presents the components of income tax expense: For the Fiscal Year Ended March 31, (In thousands) 2017 2016 Federal: Current $ (140 ) $ 140 Deferred — — Total federal (140 ) 140 State: Current 392 205 Deferred — — Total state 392 205 Income tax expense $ 252 $ 345 |
Schedule of Deferred Tax Assets and Liabilities | Net deferred taxes consisted of the following: As of March 31, (In thousands) 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 98,232 $ 99,524 Stock based compensation 2,742 4,432 Intangibles 8,100 8,005 Revenue deferral 47 46 Interest rate derivatives 253 199 Capital loss carryforwards 4,454 7,951 Other 2,997 2,224 Total deferred tax assets before valuation allowance 116,825 122,381 Less: Valuation allowance (106,718 ) (104,285 ) Total deferred tax assets after valuation allowance $ 10,107 $ 18,096 Deferred tax liabilities: Depreciation and amortization $ (10,107 ) $ (17,414 ) Intangibles — (682 ) Total deferred tax liabilities (10,107 ) (18,096 ) Net deferred tax $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The differences between the United States statutory federal tax rate and our effective tax rate are as follows: For the fiscal years ended March 31, 2017 2016 Provision at the U.S. statutory federal tax rate 34.0 % 34.0 % State income taxes, net of federal benefit 6.6 % 5.6 % Change in valuation allowance (19.2 )% (40.3 )% Non-deductible equity compensation (1.8 )% (0.7 )% Expired capital loss carry forward (20.8 )% — % Other (0.5 )% 0.5 % Income tax expense (1.7 )% (0.9 )% |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2017shares | Mar. 31, 2016USD ($) | Mar. 31, 2017USD ($)systemsegmenttheatreshares | Mar. 31, 2016USD ($) | Jul. 14, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Number Of Movie Theatres | theatre | 12,000 | ||||
Number of reportable segments | segment | 4 | ||||
Income (Loss) from Continuing Operations Attributable to Parent | $ (42,509) | $ (15,197) | $ (42,500) | ||
Retained Earnings (Accumulated Deficit) | (342,448) | $ (360,415) | $ (342,448) | ||
Number of systems that have ceased to earn VPF | system | 2,467 | ||||
Deferred Revenue, Percent of Systems Expected to Cease Earning VPF | 66.00% | ||||
Change in restricted cash balances | (2,232) | $ 7,983 | |||
Proceeds from notes payable | $ 64,000 | 5,525 | |||
Re-issuance of treasury stock in connection with convertible notes exchange transaction (in shares) | shares | 277,244 | ||||
Digital Cinema Business | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Long-term Debt | 63,800 | ||||
Content and Entertainment and Corporate Segments | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Long-term Debt | 84,300 | ||||
Exchange Agreement [Member] | Convertible Debt [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Debt Instrument, Repurchased Face Amount | $ 13,400 | ||||
Re-issuance of treasury stock in connection with convertible notes exchange transaction (in shares) | shares | 277,244 | ||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 200,000 | ||||
Exchange Agreement [Member] | Convertible Debt [Member] | Class A common stock | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,575,000 | ||||
Exchange Agreement [Member] | Secured Debt [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Debt amount, at issuance | $ 3,500 | ||||
Second Secured Lien Notes [Member] | Secured Debt [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Debt amount, at issuance | $ 9,000 | $ 15,000 |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NARRATIVE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | |
Deferred Revenue Arrangement [Line Items] | ||||||
Loss on disposal of property and equipment | $ 89,000 | $ 0 | ||||
Goodwill, Impairment Loss | $ 0 | (18,000,000) | $ 0 | $ (18,000,000) | ||
Fair Value Inputs, Federal and State Tax Rate | 40.00% | |||||
Activation Fee Revenue, Per Screen | $ 2,000 | |||||
Activation fee revenue, lower range | 1,000 | |||||
Activation fee revenue, upper range | $ 2,000 | |||||
Advertising costs | $ 300,000 | $ 100,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 7.94 | |||||
Cashless exercise of stock options (in shares) | 2,500 | 2,500 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,710,866 | 1,416,677,000 | ||||
Up-front Payment Arrangement [Member] | ||||||
Deferred Revenue Arrangement [Line Items] | ||||||
Administrative Fee VPFs | 10.00% | |||||
Services | ||||||
Deferred Revenue Arrangement [Line Items] | ||||||
Goodwill, Impairment Loss | $ 0 | $ 0 | ||||
Administrative Fee VPFs | 5.00% | 5.00% | ||||
Incentive Fees, Percentage of VPF Phase I | 2.50% | |||||
Content & Entertainment | ||||||
Deferred Revenue Arrangement [Line Items] | ||||||
Goodwill, Impairment Loss | $ 0 | $ 18,000,000 | $ (18,000,000) | (18,000,000) | ||
Discount rate | 17.00% | |||||
Class A common stock | Forward Contracts [Member] | ||||||
Deferred Revenue Arrangement [Line Items] | ||||||
Forward Contracts Indexed to Issuer's Equity, Indexed Shares | 1,179,138 | 1,179,138 | ||||
Prepaid Expense and Other Assets, Current [Member] | ||||||
Deferred Revenue Arrangement [Line Items] | ||||||
Loss on disposal of property and equipment | $ 3,600,000 | $ 2,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - PROPERTY AND EQUIPMENT (Details) | 12 Months Ended |
Mar. 31, 2017 | |
Computer Equipment and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Computer Equipment and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Digital Cinema Projection Systems [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 10 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 6 years |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Levels of fair value measurements of financial assets: | ||
Restricted cash | $ 1,000 | $ 8,983 |
Fair Value, Measurements, Recurring [Member] | ||
Levels of fair value measurements of financial assets: | ||
Restricted cash | 1,000 | |
Interest rate derivatives | (8,983) | |
Contingent consideration | (12) | |
Financial assets | 8,995 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 | ||
Levels of fair value measurements of financial assets: | ||
Restricted cash | 1,000 | |
Interest rate derivatives | (8,983) | |
Contingent consideration | 0 | |
Financial assets | 8,983 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | ||
Levels of fair value measurements of financial assets: | ||
Restricted cash | 0 | |
Interest rate derivatives | 0 | |
Contingent consideration | (12) | |
Financial assets | 12 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 | ||
Levels of fair value measurements of financial assets: | ||
Restricted cash | $ 0 | |
Interest rate derivatives | 0 | |
Contingent consideration | 0 | |
Financial assets | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN35
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - GOODWILL ALLOCATED TO THE COMPANY (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | $ 8,701 | ||||
Goodwill, Impairment Loss | $ 0 | $ (18,000) | 0 | $ (18,000) | |
Goodwill, ending balance | 8,701 | 8,701 | 8,701 | 8,701 | |
Goodwill, Gross | 32,701 | 32,701 | |||
Goodwill, Impaired, Accumulated Impairment Loss | (24,000) | (24,000) | |||
Services | |||||
Goodwill [Roll Forward] | |||||
Goodwill, Impairment Loss | 0 | 0 | |||
Content & Entertainment | |||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | 8,701 | 26,701 | |||
Goodwill, Impairment Loss | 0 | $ 18,000 | (18,000) | (18,000) | |
Goodwill, ending balance | $ 8,701 | $ 8,701 | $ 26,701 | $ 8,701 | $ 8,701 |
SUMMARY OF SIGNIFICANT ACCOUN36
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - EMPLOYEE STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 362 | $ 1,832 | $ 1,726 | $ 1,832 |
Direct operating | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 2 | 16 | 10 | 16 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 360 | $ 1,816 | $ 1,716 | $ 1,816 |
SUMMARY OF SIGNIFICANT ACCOUN37
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - FAIR VALUE ASSUMPTIONS USED FOR STOCK OPTIONS (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Mar. 31, 2017 | |
Assumptions for Option Grants: | ||
Dividend yield | 0.00% | 0.00% |
Expected life (years) | 5 years | 5 years |
Range of expected volatilities, minimum | 70.60% | 72.50% |
Range of expected volatilities, maximum | 72.50% | 76.30% |
Minimum [Member] | ||
Assumptions for Option Grants: | ||
Range of risk free rates | 1.40% | 1.10% |
Maximum [Member] | ||
Assumptions for Option Grants: | ||
Range of risk free rates | 1.70% | 1.30% |
CONSOLIDATED BALANCE SHEET CO38
CONSOLIDATED BALANCE SHEET COMPONENTS - ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Consolidated Balance Sheet Components [Abstract] | ||
Trade receivables | $ 56,298 | $ 54,424 |
Allowance for doubtful accounts | (2,690) | (1,526) |
Total accounts receivable, net | $ 53,608 | $ 52,898 |
CONSOLIDATED BALANCE SHEET CO39
CONSOLIDATED BALANCE SHEET COMPONENTS - PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Consolidated Balance Sheet Components [Abstract] | ||
Non-trade accounts receivable, net | $ 3,387 | $ 3,805 |
Advances | 8,119 | 9,775 |
Due from producers | 1,006 | 1,485 |
Prepaid insurance | 164 | 60 |
Other prepaid expenses | 808 | 747 |
Total prepaid and other current assets | $ 13,484 | $ 15,872 |
CONSOLIDATED BALANCE SHEET CO40
CONSOLIDATED BALANCE SHEET COMPONENTS - PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 366,817 | $ 371,849 |
Less: accumulated depreciation and amortization | (333,679) | (310,109) |
Total property and equipment, net | 33,138 | 61,740 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 816 | 824 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,374 | 9,400 |
Digital Cinema Projection Systems [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 360,651 | 360,651 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 592 | 592 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 384 | $ 382 |
CONSOLIDATED BALANCE SHEET CO41
CONSOLIDATED BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Consolidated Balance Sheet Components [Abstract] | ||||
Depreciation | $ 5,164 | $ 37,344 | $ 27,722 | $ 37,344 |
Capital Leases, Income Statement, Amortization Expense | 700 | 300 | ||
Amortization of intangible assets | $ 1,396 | $ 5,852 | $ 5,718 | $ 5,852 |
CONSOLIDATED BALANCE SHEET CO42
CONSOLIDATED BALANCE SHEET COMPONENTS - INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Mar. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 43,590 | $ 43,594 |
Intangible assets, accumulated amortization | (17,650) | (23,367) |
Intangible assets, net | 25,940 | 20,227 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 112 | 116 |
Intangible assets, accumulated amortization | (99) | (107) |
Intangible assets, net | $ 13 | $ 9 |
Intangible assets useful life | 3 years | 3 years |
Customer relationships and contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 21,968 | $ 21,968 |
Intangible assets, accumulated amortization | (7,048) | (9,154) |
Intangible assets, net | $ 14,920 | $ 12,814 |
Customer relationships and contracts [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 3 years | 3 years |
Customer relationships and contracts [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 15 years | 15 years |
Theatre relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 550 | $ 550 |
Intangible assets, accumulated amortization | (344) | (390) |
Intangible assets, net | $ 206 | $ 160 |
Theatre relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 10 years | 10 years |
Theatre relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 12 years | 12 years |
Content library [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 19,767 | $ 19,767 |
Intangible assets, accumulated amortization | (9,101) | (12,523) |
Intangible assets, net | $ 10,666 | $ 7,244 |
Content library [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 5 years | 5 years |
Content library [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 6 years | 6 years |
Favorable lease agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,193 | $ 1,193 |
Intangible assets, accumulated amortization | (1,058) | (1,193) |
Intangible assets, net | $ 135 | $ 0 |
Intangible assets useful life | 4 years | 4 years |
CONSOLIDATED BALANCE SHEET CO43
CONSOLIDATED BALANCE SHEET COMPONENTS - ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Consolidated Balance Sheet Components [Abstract] | |
2,018 | $ 5,528 |
2,019 | 5,528 |
2,020 | 2,505 |
2,021 | 2,106 |
2,022 | $ 1,112 |
CONSOLIDATED BALANCE SHEET CO44
CONSOLIDATED BALANCE SHEET COMPONENTS - ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Consolidated Balance Sheet Components [Abstract] | ||
Accounts payable | $ 33,069 | $ 30,866 |
Participations and royalties payable | 32,399 | 27,463 |
Accrued compensation and benefits | 1,059 | 2,580 |
Accrued taxes payable | 619 | 347 |
Interest payable | 1,357 | 1,737 |
Accrued restructuring and transition expenses | 44 | 505 |
Accrued other expenses | 5,132 | 5,019 |
Total accounts payable and accrued expenses | $ 73,679 | $ 68,517 |
INVESTMENT IN NON-CONSOLIDATE45
INVESTMENT IN NON-CONSOLIDATED ENTITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2017 | Nov. 30, 2015 | Oct. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||
Deficit attributable to noncontrolling interest | $ (1,185) | $ (1,214) | ||
Net Income (Loss) Attributable to Noncontrolling Interest | (767) | (68) | ||
CONtv [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 85.00% | 85.00% | ||
Payments to Noncontrolling Interests | 1,400 | $ 46 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Holdings [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||
Accounts Receivable due from Holdings for service fees | 380 | $ 405 | ||
Management Fees Revenue | 1,177 | 1,198 | ||
Equity Method Investment Summarized Financial Information, Equity | (11,900) | (18,700) | ||
Noncontrolling Interest in Variable Interest Entity, Initial Investment | 2,000 | |||
Noncontrolling Interest in Variable Interest Entity | $ 0 | $ 0 |
NOTES PAYABLE - NOTES PAYABLE O
NOTES PAYABLE - NOTES PAYABLE OUTSTANDING (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 28, 2013 |
Notes Payable: | |||
Current Portion, Net | $ 25,655 | $ 29,074 | |
Long Term Portion, Net | 114,444 | 170,176 | |
2013 Term Loans | |||
Notes Payable: | |||
Current Portion, Net | 0 | 21,188 | |
Long Term Portion, Net | 0 | 9,738 | |
2013 Prospect Term Loan Agreement | |||
Notes Payable: | |||
Interest rate, stated percentage | 2.50% | ||
Current Portion, Net | 0 | 0 | |
Long Term Portion, Net | 54,656 | 66,543 | |
Non-recourse Notes Payable [Member] | |||
Notes Payable: | |||
Current Portion, Gross | 6,056 | 29,074 | |
Long Term Portion, Gross | 57,749 | 87,815 | |
Unamortized debt issuance costs, current | 0 | 0 | |
Unamortized debt issuance costs, noncurrent | (2,701) | (4,577) | |
Current Portion, Net | 6,056 | 29,074 | |
Long Term Portion, Net | 55,048 | 83,238 | |
Non-recourse Notes Payable [Member] | 2013 Term Loans | |||
Notes Payable: | |||
Current Portion, Gross | 0 | 21,188 | |
Long Term Portion, Gross | 0 | 9,857 | |
Non-recourse Notes Payable [Member] | 2013 Prospect Term Loan Agreement | |||
Notes Payable: | |||
Current Portion, Gross | 0 | 0 | |
Long Term Portion, Gross | 54,656 | 66,543 | |
Non-recourse Notes Payable [Member] | KBC Facilities | |||
Notes Payable: | |||
Current Portion, Gross | 5,744 | 7,646 | |
Long Term Portion, Gross | 2,890 | 10,998 | |
Non-recourse Notes Payable [Member] | P2 Vendor Notes | |||
Notes Payable: | |||
Current Portion, Gross | 227 | 161 | |
Long Term Portion, Gross | 181 | 310 | |
Non-recourse Notes Payable [Member] | P2 Exhibitor Notes | |||
Notes Payable: | |||
Current Portion, Gross | 85 | 79 | |
Long Term Portion, Gross | 22 | 107 | |
Recourse Notes Payable [Member] | |||
Notes Payable: | |||
Current Portion, Gross | 19,599 | 0 | |
Long Term Portion, Gross | 64,736 | 90,927 | |
Unamortized debt issuance costs, current | 0 | 0 | |
Unamortized debt issuance costs, noncurrent | (5,340) | (3,989) | |
Current Portion, Net | 19,599 | 0 | |
Long Term Portion, Net | 59,396 | 86,938 | |
Recourse Notes Payable [Member] | 5.5% Senior Convertible Notes Due 2035 | |||
Notes Payable: | |||
Current Portion, Gross | $ 0 | $ 0 | |
Interest rate, stated percentage | 5.50% | 5.50% | |
Long Term Portion, Gross | $ 50,571 | $ 64,000 | |
Recourse Notes Payable [Member] | Cinedigm Revolving Loans [Member] | |||
Notes Payable: | |||
Current Portion, Gross | 19,599 | 0 | |
Long Term Portion, Gross | 0 | 21,927 | |
Recourse Notes Payable [Member] | Notes 2013 Due 2018 | |||
Notes Payable: | |||
Current Portion, Gross | 0 | 0 | |
Long Term Portion, Gross | 5,000 | 5,000 | |
Secured Debt [Member] | Second Secured Lien Notes [Member] | |||
Notes Payable: | |||
Current Portion, Gross | 0 | 0 | |
Long Term Portion, Gross | $ 9,165 | $ 0 |
NOTES PAYABLE - NARRATIVE (Deta
NOTES PAYABLE - NARRATIVE (Details) | Jul. 01, 2017USD ($) | Jun. 30, 2017USD ($) | Dec. 22, 2016$ / shares | Apr. 29, 2015USD ($)$ / sharesshares | Oct. 17, 2013USD ($) | Feb. 28, 2013USD ($) | Feb. 28, 2013USD ($) | Feb. 28, 2017shares | Jul. 31, 2016USD ($) | Apr. 30, 2015USD ($) | Oct. 31, 2013USD ($)shares | Mar. 31, 2016USD ($)$ / shares | Dec. 31, 2016USD ($) | Mar. 31, 2017USD ($)tranche$ / sharesshares | Mar. 31, 2016USD ($)$ / shares | Jul. 14, 2016USD ($)shares | Jun. 30, 2016USD ($) | May 31, 2016USD ($) |
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | |||||||||||||||||
Restricted cash | $ 8,983,000 | $ 1,000,000 | $ 8,983,000 | |||||||||||||||
Induced Conversion of Convertible Debt Expense | 0 | 4,352,000 | ||||||||||||||||
Common stock issued in connection with induced conversion of Convertible Notes | 14,280,000 | |||||||||||||||||
Treasury Stock, Value, Acquired, Cost Method | 2,667,000 | |||||||||||||||||
Adjustments to Additional Paid in Capital, Forward Contract Indexed | 11,440,000 | |||||||||||||||||
Re-issuance of treasury stock in connection with convertible notes exchange transaction (in shares) | shares | 277,244 | |||||||||||||||||
Loss on extinguishment of notes payable | $ (931,000) | (1,063,000) | ||||||||||||||||
Issuance of common stock to Board of Directors | $ 500,000 | |||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 53,523,000 | |||||||||||||||||
Class A common stock | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Long-term Debt | Class A common stock | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Treasury Stock, Shares, Acquired | shares | 272,100 | |||||||||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 2,700,000 | |||||||||||||||||
Forward Contracts [Member] | Class A common stock | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Adjustments to Additional Paid in Capital, Forward Contract Indexed | 11,400,000 | |||||||||||||||||
Forward Contracts Indexed to Issuer's Equity, Indexed Shares | shares | 1,179,138 | |||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 200,000 | $ 200,000 | ||||||||||||||||
Recourse Notes Payable [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Long Term Portion, Gross | 90,927,000 | $ 64,736,000 | 90,927,000 | |||||||||||||||
2013 Prospect Term Loan Agreement | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Restricted Funds dedicated to 2010 Term Loans Credit Agreement | 8,700,000 | 1,700,000 | 8,700,000 | |||||||||||||||
Restricted cash | 1,000,000 | $ 1,000,000 | 1,000,000 | |||||||||||||||
LIBOR | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.63% | |||||||||||||||||
Credit Agreement Amendment Number 4 [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 19,800,000 | $ 22,000,000 | ||||||||||||||||
Credit Agreement Amendment Number 4 [Member] | Base Rate | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||||||||||||||
Credit Agreement Amendment Number 4 [Member] | Eurodollar [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | |||||||||||||||||
2013 Term Loans | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt amount, at issuance | $ 130,000,000 | $ 130,000,000 | 125,087,000 | $ 125,087,000 | 125,087,000 | |||||||||||||
Debt principal balance assigned to affiliate | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||
Loss on extinguishment of notes payable | 700,000 | |||||||||||||||||
Debt Instrument, Unamortized Discount | 118,000 | 0 | 118,000 | |||||||||||||||
2013 Term Loans | LIBOR | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Variable Rate Basis, Floor | 1.00% | 1.00% | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||||||||||||
2013 Term Loans | Base Rate | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||||||||||||
Convertible Notes | Convertible Debt [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt amount, at issuance | $ 64,000,000 | |||||||||||||||||
Interest rate, stated percentage | 5.50% | |||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio, Denominator | $ 1,000 | |||||||||||||||||
Convertible notes, conversion ratio (shares) | 82.4572 | |||||||||||||||||
Convertible debt, conversion price per share (usd per share) | $ / shares | $ 12.13 | |||||||||||||||||
Debt Instrument, Convertible, Repurchase Price, Percentage | 100.00% | |||||||||||||||||
Convertible notes, repurchase price, percentage, at option of holder (percent) | 100.00% | |||||||||||||||||
Proceeds from Convertible Debt | $ 60,900,000 | |||||||||||||||||
Interest Expense, Debt | 3,400,000 | 3,200,000 | ||||||||||||||||
Cinedigm Credit Agreement [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 55,000,000 | |||||||||||||||||
Cinedigm Credit Agreement [Member] | Line of Credit [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Repayments of Debt | 18,600,000 | |||||||||||||||||
Debt Instrument, Repurchased Face Amount | $ 18,200,000 | |||||||||||||||||
Cinedigm Credit Agreement [Member] | Eurodollar [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | |||||||||||||||||
Cinedigm Credit Agreement [Member] | Federal Funds Effective Swap Rate [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||||||||||
Debt Instrument, Variable Rate Basis, Percentage of Nations Largest Banks | 75.00% | |||||||||||||||||
Cinedigm Term Loan [Member] | Term Loans [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | |||||||||||||||||
Cinedigm Revolving Loans [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000,000 | |||||||||||||||||
Cinedigm Revolving Loans [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,232,000 | 2,232,000 | ||||||||||||||||
Minimum liquidity | $ 5,000,000 | |||||||||||||||||
Cinedigm Revolving Loans [Member] | Recourse Notes Payable [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Long Term Portion, Gross | 21,927,000 | 0 | 21,927,000 | |||||||||||||||
Cinedigm Revolving Loans [Member] | LIBOR | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Variable Rate Basis, Floor | 1.00% | |||||||||||||||||
Cinedigm Revolving Loans [Member] | Base Rate | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||||||||||||||||
Debt Instrument, Variable Rate Basis, Percent | 6.25% | |||||||||||||||||
Cinedigm Revolving Loans [Member] | Eurodollar [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | |||||||||||||||||
Debt Instrument, Variable Rate Basis, Percent | 1.00% | |||||||||||||||||
Cinedigm Revolving Loans, May 2016 Amendment [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 22,000,000 | |||||||||||||||||
Cinedigm Term Loans | Base Rate | Term Loans [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | |||||||||||||||||
Cinedigm Term Loans | Eurodollar [Member] | Term Loans [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.00% | |||||||||||||||||
Notes 2013 Due 2018 | Recourse Notes Payable [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Long Term Portion, Gross | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||
Notes 2013 Due 2018 | Senior Notes | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Interest rate, stated percentage | 9.00% | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 5,000,000 | |||||||||||||||||
Number of securities called by warrants | shares | 150,000 | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 1,600,000 | |||||||||||||||||
2013 Prospect Term Loan Agreement | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt amount, at issuance | $ 70,000,000 | $ 70,000,000 | 70,000,000 | $ 70,000,000 | 70,000,000 | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 9.00% | |||||||||||||||||
Interest rate, stated percentage | 2.50% | 2.50% | ||||||||||||||||
Annual threshold of financial support guaranteed by Company towards the 2013 Prospect Loan | $ 1,500,000 | |||||||||||||||||
2013 Prospect Term Loan Agreement | Debt Instrument, Prepayment Period - Between Second And Third Anniversary | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Prepayment Premium | 5.00% | 5.00% | ||||||||||||||||
2013 Prospect Term Loan Agreement | Debt Instrument, Prepayment Period - Between Third and Fourth Anniversary | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Prepayment Premium | 4.00% | 4.00% | ||||||||||||||||
2013 Prospect Term Loan Agreement | Debt Instrument, Prepayment Period - Between Fourth and Fifth Anniversary | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Prepayment Premium | 3.00% | 3.00% | ||||||||||||||||
2013 Prospect Term Loan Agreement | Debt Instrument, Prepayment Period - Between Fifth and Sixth Anniversary | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Prepayment Premium | 2.00% | 2.00% | ||||||||||||||||
2013 Prospect Term Loan Agreement | Debt Instrument, Prepayment Period - Between Sixth and Seventh Anniversary | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Prepayment Premium | 1.00% | 1.00% | ||||||||||||||||
2013 Prospect Term Loan Agreement | LIBOR | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Variable Rate Basis, Floor | 2.00% | 2.00% | ||||||||||||||||
KBC Credit Facility 3 [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Interest rate, stated percentage | 3.75% | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 22,336,000 | |||||||||||||||||
KBC Credit Facility 4 [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Interest rate, stated percentage | 3.75% | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 13,312,000 | |||||||||||||||||
KBC Credit Facility 5 [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Interest rate, stated percentage | 3.75% | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,425,000 | |||||||||||||||||
KBC Credit Facility 6 [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Interest rate, stated percentage | 3.75% | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,450,000 | |||||||||||||||||
Exchange Agreement [Member] | Convertible Debt [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Repurchased Face Amount | 13,400,000 | |||||||||||||||||
Deferred Finance Costs, Net | $ 400,000 | |||||||||||||||||
Re-issuance of treasury stock in connection with convertible notes exchange transaction (in shares) | shares | 277,244 | |||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 200,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.60 | |||||||||||||||||
Class of Warrant or Right, Vesting Period | 6 months | |||||||||||||||||
Class of Warrant or Right, Contractual Term | 5 years | |||||||||||||||||
Exchange Agreement [Member] | Convertible Debt [Member] | Class A common stock | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,575,000 | |||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||
Exchange Agreement [Member] | Secured Debt [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt amount, at issuance | $ 3,500,000 | |||||||||||||||||
Second Secured Lien Notes [Member] | Class A common stock | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Number of securities called by warrants | shares | 100,000 | |||||||||||||||||
Class of Warrant or Right, Number of Tranches | tranche | 2 | |||||||||||||||||
Issuance of common stock to Board of Directors | $ 1,200,000 | |||||||||||||||||
Proceeds from Issuance of Warrants | $ 100,000 | |||||||||||||||||
Second Secured Lien Notes [Member] | Secured Debt [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt amount, at issuance | $ 9,000,000 | $ 15,000,000 | ||||||||||||||||
Long Term Portion, Gross | $ 0 | 9,165,000 | 0 | |||||||||||||||
Second Secured Lien Notes [Member] | Secured Debt [Member] | Class A common stock | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Instrument, Number of Shares to be Issued for Every $1 Million Borrowed | shares | 98,000 | |||||||||||||||||
12.75% Loans Due 2019 [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Interest rate, stated percentage | 12.75% | |||||||||||||||||
12.75% Loans Due 2019 [Member] | Secured Debt [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Interest rate, stated percentage | 7.50% | |||||||||||||||||
12.75% Loans Due 2019 [Member] | Payment in Kind (PIK) Note [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Interest rate, stated percentage | 5.25% | |||||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Common stock issued in connection with induced conversion of Convertible Notes | $ 14,279,000 | |||||||||||||||||
Adjustments to Additional Paid in Capital, Forward Contract Indexed | 11,440,000 | |||||||||||||||||
Issuance of common stock to Board of Directors | $ 499,000 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Expected life (years) | 7 years | |||||||||||||||||
Risk free interest rate | 1.20% | |||||||||||||||||
Expected volatility | 73.30% | |||||||||||||||||
Third-Party Lenders [Member] | Second Secured Lien Notes [Member] | Secured Debt [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt amount, at issuance | $ 4,500,000 | |||||||||||||||||
Ronald L. Chez [Member] | Second Secured Lien Notes [Member] | Class A common stock | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Issuance of common stock to Board of Directors (in shares) | shares | 597,100 | |||||||||||||||||
Ronald L. Chez [Member] | Second Secured Lien Notes [Member] | Secured Debt [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt amount, at issuance | $ 4,000,000 | |||||||||||||||||
Chairman of the Board of Directors and Chief Executive Officer [Member] | Second Secured Lien Notes [Member] | Secured Debt [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt amount, at issuance | $ 500,000 | |||||||||||||||||
Mr. McGurk [Member] | Second Secured Lien Notes [Member] | Class A common stock | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Issuance of common stock to Board of Directors (in shares) | shares | 49,000 | |||||||||||||||||
Board of Director Member [Member] | Notes 2013 Due 2018 | Senior Notes | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 500,000 | |||||||||||||||||
Board of Director Member [Member] | Second Secured Lien Notes [Member] | Class A common stock | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Issuance of common stock to Board of Directors (in shares) | shares | 4,900 | |||||||||||||||||
Third-Party Lenders [Member] | Second Secured Lien Notes [Member] | Class A common stock | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Issuance of common stock to Board of Directors (in shares) | shares | 100,450 | |||||||||||||||||
Class or Warrant or Right, Tranche One [Member] | Second Secured Lien Notes [Member] | Class A common stock | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.34 | |||||||||||||||||
Second Secured Lien Notes [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Outstanding warrants | shares | 200,000 | |||||||||||||||||
Class of Warrant or Right, Tranche Two [Member] | Second Secured Lien Notes [Member] | Class A common stock | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.68 | |||||||||||||||||
Subsequent Event [Member] | Credit Agreement Amendment Number 4 [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Minimum liquidity | $ 5,000,000 | $ 800,000 |
NOTES PAYABLE - NET OF ORIGINAL
NOTES PAYABLE - NET OF ORIGINAL ISSUE DISCOUNT (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 28, 2013 |
Debt Instrument [Line Items] | |||
Less current portion | $ (25,655) | $ (29,074) | |
Total long term portion | 114,444 | 170,176 | |
2013 Term Loans, net of discount | |||
Debt Instrument [Line Items] | |||
Debt amount, at issuance | 125,087 | 125,087 | $ 130,000 |
Payments to date | (125,087) | (94,043) | |
Discount on debt instrument | 0 | (118) | |
Notes payable, excluding debt discount | 0 | 30,926 | |
Less current portion | 0 | (21,188) | |
Total long term portion | 0 | 9,738 | |
2013 Prospect Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Debt amount, at issuance | 70,000 | 70,000 | $ 70,000 |
PIK Interest Accrued | 4,778 | 4,778 | |
Payments to date | (20,122) | (8,235) | |
Notes payable, excluding debt discount | 54,656 | 66,543 | |
Less current portion | 0 | 0 | |
Total long term portion | $ 54,656 | $ 66,543 |
NOTES PAYABLE - SUMMARY OF CRED
NOTES PAYABLE - SUMMARY OF CREDIT FACILITIES (Details) $ in Thousands | Oct. 17, 2013 | Mar. 31, 2017USD ($)installments | Mar. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 53,523 | ||
Line of Credit Facility, Outstanding Principal Balance | $ 8,634 | $ 18,644 | |
Line of Credit Facility, Principal Payment, Number of Quarterly Installments | installments | 28 | ||
Credit Facility 3 [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 22,336 | ||
Interest rate, stated percentage | 3.75% | ||
Line of Credit Facility, Outstanding Principal Balance | $ 3,758 | 7,180 | |
Credit Facility 4 [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 13,312 | ||
Interest rate, stated percentage | 3.75% | ||
Line of Credit Facility, Outstanding Principal Balance | 4,034 | ||
Credit Facility 5 [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,425 | ||
Interest rate, stated percentage | 3.75% | ||
Line of Credit Facility, Outstanding Principal Balance | $ 3,264 | 4,896 | |
Credit Facility 6 [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,450 | ||
Interest rate, stated percentage | 3.75% | ||
Line of Credit Facility, Outstanding Principal Balance | $ 1,612 | $ 2,534 | |
LIBOR | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.63% |
NOTES PAYABLE - MATURITIES (Det
NOTES PAYABLE - MATURITIES (Details) - Notes Payable $ in Thousands | Mar. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
2,018 | $ 25,655 |
2,019 | 8,093 |
2,020 | 9,165 |
2,021 | 54,656 |
2,022 | 0 |
Thereafter | 50,571 |
Notes payable, excluding debt discount | $ 148,140 |
NOTES PAYABLE - SCHEDULE OF FAI
NOTES PAYABLE - SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) - Warrant [Member] | 12 Months Ended |
Mar. 31, 2017 | |
Debt Instrument [Line Items] | |
Risk free interest rate | 1.20% |
Expected life (years) | 7 years |
Expected volatility | 73.30% |
STOCKHOLDERS' EQUITY - COMMON S
STOCKHOLDERS' EQUITY - COMMON STOCK (Details) $ in Thousands | Jul. 14, 2016USD ($)shares | May 31, 2016 | Mar. 31, 2017USD ($)shares | Mar. 31, 2016USD ($)shares | Sep. 27, 2016shares |
Class of Stock [Line Items] | |||||
Stock split, conversion ratio | 0.1 | ||||
Issuance of common stock for professional services of third parties | $ | $ 342 | $ 187 | |||
Class A common stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 25,000,000 | 21,000,000 | 25,000,000 | ||
Class B common stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 1,241,000 | 1,241,000 | |||
Ronald L. Chez [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock for professional services of third parties (in shares) | 155,000 | ||||
Stock-Based Compensation Expense [Member] | Ronald L. Chez [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock for professional services of third parties | $ | $ 100 | ||||
Second Secured Lien Notes [Member] | Ronald L. Chez [Member] | Class A common stock | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock to Board of Directors (in shares) | 597,100 |
STOCKHOLDERS' EQUITY - PREFERRE
STOCKHOLDERS' EQUITY - PREFERRED STOCK (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Apr. 30, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | |
Class of Stock [Line Items] | |||
Dividends, Preferred Stock | $ 356 | $ 356 | |
Class A common stock | |||
Class of Stock [Line Items] | |||
Dividends, Preferred Stock | $ 100 | $ 100 | |
Subsequent Event [Member] | Class A common stock | |||
Class of Stock [Line Items] | |||
Preferred stock dividends (in shares) | 58,370 |
STOCKHOLDERS' EQUITY STOCKHOLDE
STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY - TREASURY STOCK (Details) - USD ($) $ in Thousands | Apr. 29, 2015 | Feb. 28, 2017 | Mar. 31, 2016 | Mar. 31, 2017 |
Class of Stock [Line Items] | ||||
Treasury Stock, Value, Acquired, Cost Method | $ 2,667 | |||
Adjustments to Additional Paid in Capital, Forward Contract Indexed | $ 11,440 | |||
Re-issuance of treasury stock in connection with convertible notes exchange transaction (in shares) | 277,244 | |||
Long-term Debt | Class A common stock | ||||
Class of Stock [Line Items] | ||||
Treasury Stock, Shares, Acquired | 272,100 | |||
Treasury Stock, Value, Acquired, Cost Method | $ 2,700 | |||
Forward Contracts [Member] | Class A common stock | ||||
Class of Stock [Line Items] | ||||
Adjustments to Additional Paid in Capital, Forward Contract Indexed | $ 11,400 | |||
Forward Contracts Indexed to Issuer's Equity, Indexed Shares | 1,179,138 |
STOCKHOLDERS' EQUITY - EQUITY I
STOCKHOLDERS' EQUITY - EQUITY INCENTIVE PLAN (Details) - $ / shares | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Sep. 27, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares under option, granted | 18,500 | |||
Weighted average exercise price per share | $ 17.40 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 4 years | |||
Cinedigm Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrange by Share-based Payment Award, Equity Incentive Plan, Percent Voting Power Threshold | 10.00% | |||
Share-based Compensation Arrange by Share-based Payment Award, Equity Incentive Plan, Exercise Price if Voting Threshold is Met, Percent | 110.00% | |||
Shares under option, granted | 0 | |||
Shares under option, vesting period | 4 years | |||
Weighted average exercise price per share | $ 16.50 | $ 16.50 | ||
Cinedigm Equity Incentive Plan [Member] | Class A common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,430,000 | 2,380,000 | ||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of common stock to Board of Directors (in shares) | 1,054,865 | |||
Shares under option, vesting period | 3 years | |||
Share Price | $ 1.81 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.30% |
STOCKHOLDERS' EQUITY - ANALYSIS
STOCKHOLDERS' EQUITY - ANALYSIS OF OPTIONS OUTSTANDING (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding | shares | 345,615 |
Aggregate Intrinsic Value | $ | $ 0 |
$5.40 - $8.90 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower Range of Prices | $ 5.40 |
Upper Range of Prices | $ 8.90 |
Options Outstanding | shares | 11,000 |
Shares under option, weighted average remaining contractual term | 8 years 4 months 24 days |
Weighted Average Exercise Price | $ 6.66 |
Aggregate Intrinsic Value | $ | $ 0 |
$9.00 - $13.70 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower Range of Prices | $ 9 |
Upper Range of Prices | $ 13.70 |
Options Outstanding | shares | 25,999 |
Shares under option, weighted average remaining contractual term | 4 years 9 months 18 days |
Weighted Average Exercise Price | $ 11.89 |
Aggregate Intrinsic Value | $ | $ 0 |
$14.00 - $24.40 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower Range of Prices | $ 14 |
Upper Range of Prices | $ 24.40 |
Options Outstanding | shares | 272,466 |
Shares under option, weighted average remaining contractual term | 6 years 1 month 6 days |
Weighted Average Exercise Price | $ 14.79 |
Aggregate Intrinsic Value | $ | $ 0 |
$24.60 - $50.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower Range of Prices | $ 24.60 |
Upper Range of Prices | $ 50 |
Options Outstanding | shares | 32,500 |
Shares under option, weighted average remaining contractual term | 6 years 7 months 6 days |
Weighted Average Exercise Price | $ 27.38 |
Aggregate Intrinsic Value | $ | $ 0 |
$51.60 - $80.60 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower Range of Prices | $ 51.60 |
Upper Range of Prices | $ 80.60 |
Options Outstanding | shares | 3,650 |
Shares under option, weighted average remaining contractual term | 4 months 24 days |
Weighted Average Exercise Price | $ 65.36 |
Aggregate Intrinsic Value | $ | $ 0 |
STOCKHOLDERS' EQUITY - ANALYS57
STOCKHOLDERS' EQUITY - ANALYSIS OF OPTIONS EXERCISABLE (Details) | 12 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Equity [Abstract] | |
Options Exercisable | shares | 292,896 |
Weighted Average Remaining Life | 5 years 9 months 18 days |
Weighted Average Exercise Price | $ / shares | $ 15.95 |
Aggregate Intrinsic Value | $ | $ 0 |
STOCKHOLDERS' EQUITY - STOCK OP
STOCKHOLDERS' EQUITY - STOCK OPTIONS (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2013employee$ / sharesshares | Dec. 31, 2010$ / sharesshares | Mar. 31, 2016$ / sharesshares | Mar. 31, 2017$ / sharesshares | Mar. 31, 2016$ / sharesshares | Sep. 27, 2016shares | |
Shares Under Option | ||||||
Shares under option, beginning of period | 590,868 | |||||
Shares under option, granted | 18,500 | |||||
Shares under option, exercised (in shares) | (2,500) | (2,500) | ||||
Shares under option, cancelled | (244,596) | |||||
Weighted Average Exercise Price Per Share | ||||||
Weighted average exercise price per share, beginning of period | $ / shares | $ 17.40 | |||||
Weighted average exercise price per share, granted | $ / shares | 7.94 | |||||
Weighted average exercise price per share, exercised | $ / shares | 15.10 | |||||
Weighted average exercise price per share, cancelled | $ / shares | $ 17.59 | |||||
Cinedigm Equity Incentive Plan [Member] | ||||||
Shares Under Option | ||||||
Shares under option, beginning of period | 362,272 | |||||
Shares under option, granted | 0 | |||||
Shares under option, exercised (in shares) | 0 | |||||
Shares under option, cancelled | (16,657) | |||||
Shares under option, end of period | 362,272 | 345,615 | 362,272 | |||
Weighted Average Exercise Price Per Share | ||||||
Weighted average exercise price per share, beginning of period | $ / shares | $ 16.50 | |||||
Weighted average exercise price per share, granted | $ / shares | 0 | |||||
Weighted average exercise price per share, exercised | $ / shares | 0 | |||||
Weighted average exercise price per share, cancelled | $ / shares | 22.08 | |||||
Weighted average exercise price per share, end of period | $ / shares | $ 16.50 | $ 16.50 | $ 16.50 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||
Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | ||||||
Shares Under Option | ||||||
Shares under option, granted | 62,000 | |||||
Shares under option, end of period | 42,500 | |||||
Weighted Average Exercise Price Per Share | ||||||
Weighted average exercise price per share, granted | $ / shares | $ 17.50 | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 31,875 | |||||
Number of Employees Joining Company Following Acquisition | employee | 10 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 7 months 6 days | |||||
Employee Stock Option [Member] | Gaiam Americas, Inc. and Gaiam, Inc. (GVE) [Member] | ||||||
Weighted Average Exercise Price Per Share | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Class A common stock | Cinedigm Equity Incentive Plan [Member] | ||||||
Weighted Average Exercise Price Per Share | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,430,000 | 1,430,000 | 2,380,000 | |||
Class A common stock | Chief Executive Officer [Member] | ||||||
Weighted Average Exercise Price Per Share | ||||||
Lower Range of Prices | $ / shares | $ 15 | |||||
Upper Range of Prices | $ / shares | $ 50 | |||||
Class A common stock | Chief Executive Officer [Member] | Employee Stock Option [Member] | ||||||
Weighted Average Exercise Price Per Share | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 450,000 |
STOCKHOLDERS' EQUITY - WARRANTS
STOCKHOLDERS' EQUITY - WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 23, 2016 | Dec. 22, 2016 | Jul. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 |
Class of Warrant or Right [Line Items] | ||||||||
Expected life (years) | 5 years | 5 years | ||||||
Total stock-based compensation | $ 362 | $ 1,832 | $ 1,726 | $ 1,832 | ||||
Sageview Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.36 | |||||||
Class of Warrant or Right, Extension Term | 3 years | |||||||
Total stock-based compensation | $ 300 | |||||||
Number of securities called by warrants | 1,773,462 | |||||||
Class of Warrant of Right, Amount Received for Termination | $ 5 | |||||||
Strategic Management Service Provider Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Outstanding warrants | 52,500 | 52,500 | ||||||
Class of Warrant or Right, Termination Notice | 90 days | |||||||
Warrants Issued to Creditors, 2013 Notes [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Outstanding warrants | 125,063 | 125,063 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 18.5 | $ 18.5 | ||||||
Second Secured Lien Notes [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Outstanding warrants | 200,000 | 200,000 | ||||||
Warrants Issued in Connection with Convertible Notes [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Outstanding warrants | 200,000 | 200,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.60 | $ 1.60 | ||||||
Warrants and Rights Outstanding | $ 200 | |||||||
Expected life (years) | 5 years | |||||||
Range of risk free rates | 2.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 76.40% | |||||||
Minimum [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Range of risk free rates | 1.40% | 1.10% | ||||||
Minimum [Member] | Strategic Management Service Provider Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 17.20 | |||||||
Minimum [Member] | Second Secured Lien Notes [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 1.34 | |||||||
Maximum [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Range of risk free rates | 1.70% | 1.30% | ||||||
Maximum [Member] | Strategic Management Service Provider Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 30 | |||||||
Maximum [Member] | Second Secured Lien Notes [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.68 | |||||||
Convertible Debt [Member] | Exchange Agreement [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.60 | |||||||
Class of Warrant or Right, Vesting Period | 6 months | |||||||
Convertible Debt [Member] | Exchange Agreement [Member] | Warrants Issued in Connection with Convertible Notes [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of Warrant or Right, Vesting Period | 6 months |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - ADDITIONAL INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Gain on termination of capital lease | $ 0 | $ 2,535 |
Rent expense | $ 1,800 | $ 1,700 |
COMMITMENTS AND CONTINGENCIES61
COMMITMENTS AND CONTINGENCIES - OBLIGATIONS UNDER NON-CANCELABLE OPERATING LEASES (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 1,048 |
2,019 | 996 |
2,020 | 1,074 |
2,021 | 1,115 |
2,022 | 698 |
Thereafter | 0 |
Total obligations under non-cancelable operating leases | $ 4,931 |
SUPPLEMENTAL CASH FLOW DISCLO62
SUPPLEMENTAL CASH FLOW DISCLOSURE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Interest Paid | $ 16,464 | $ 15,045 |
Income Taxes Paid | 322 | 0 |
Dividends Payable | 89 | 89 |
Stock Issued During Period, Value, Stock Dividend | 356 | 356 |
Proceeds from Issuance of Debt | 3,500 | 0 |
Second Secured Lien Notes [Member] | Class A common stock | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Proceeds from Issuance or Sale of Equity | 1,163 | 0 |
Convertible Notes | Class A common stock | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Proceeds from Issuance or Sale of Equity | $ 14,279 | $ 0 |
SEGMENT INFORMATION - NARRATIVE
SEGMENT INFORMATION - NARRATIVE (Details) | 12 Months Ended |
Mar. 31, 2017systemsegmentcustomer | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |
Number of reportable segments | segment | 4 |
Number of systems that have ceased to earn VPF | 2,467 |
Phase I | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |
Number of Systems Installed | 3,724 |
Phase II | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |
Number of Systems Installed | 8,904 |
Customer Concentration Risk | Sales Revenue, Net | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |
Concentration risk, number of customers | customer | 1 |
SEGMENT INFORMATION - ASSETS an
SEGMENT INFORMATION - ASSETS and DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | $ 20,227 | $ 25,940 | |
Goodwill | 8,701 | 8,701 | |
Total Assets | 151,334 | 209,398 | |
Notes payable, non-recourse | 61,104 | 112,312 | |
Notes Payable | 78,995 | 86,938 | |
Capital Leases | 66 | 4,225 | |
Content & Entertainment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Goodwill | 8,701 | 8,701 | $ 26,701 |
Segment, Continuing Operations [Member] | Phase I | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | 160 | 206 | |
Goodwill | 0 | 0 | |
Total Assets | 15,118 | 48,292 | |
Notes payable, non-recourse | 51,955 | 93,372 | |
Notes Payable | 0 | 0 | |
Capital Leases | 0 | 0 | |
Segment, Continuing Operations [Member] | Phase II | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Total Assets | 48,461 | 53,727 | |
Notes payable, non-recourse | 9,149 | 18,940 | |
Notes Payable | 0 | 0 | |
Capital Leases | 0 | 0 | |
Segment, Continuing Operations [Member] | Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Total Assets | 1,052 | 1,064 | |
Notes payable, non-recourse | 0 | 0 | |
Notes Payable | 0 | 0 | |
Capital Leases | 0 | 0 | |
Segment, Continuing Operations [Member] | Content & Entertainment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | 20,057 | 25,721 | |
Goodwill | 8,701 | 8,701 | |
Total Assets | 79,911 | 87,344 | |
Notes payable, non-recourse | 0 | 0 | |
Notes Payable | 0 | 0 | |
Capital Leases | 8 | 30 | |
Segment, Continuing Operations [Member] | Corporate | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Intangible Assets, net | 10 | 13 | |
Goodwill | 0 | 0 | |
Total Assets | 6,792 | 18,971 | |
Notes payable, non-recourse | 0 | 0 | |
Notes Payable | 78,995 | 86,938 | |
Capital Leases | $ 58 | $ 4,195 |
SEGMENT INFORMATION - RECONCILI
SEGMENT INFORMATION - RECONCILIATION OF OPERATING PROFIT (LOSS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | $ 19,594 | $ 104,449 | $ 90,394 | $ 104,449 | |
Direct operating (excludes depreciation and amortization shown below) | 7,241 | 31,341 | 25,121 | 31,341 | |
Selling, general and administrative | 6,010 | 33,367 | 23,776 | 33,367 | |
Allocation of corporate overhead | 0 | 0 | 0 | ||
Provision for doubtful accounts | 797 | 789 | 1,213 | 789 | |
Restructuring expenses | (45) | 1,130 | 87 | 1,130 | |
Goodwill impairment | 0 | 18,000 | 0 | 18,000 | |
Litigation settlement recovery, net of expenses | (2,228) | 0 | (2,228) | ||
Depreciation and amortization of property and equipment | 5,164 | 37,344 | 27,722 | 37,344 | |
Amortization of intangible assets | 1,396 | 5,852 | 5,718 | 5,852 | |
Total operating expenses | 20,563 | 125,595 | 83,637 | 125,595 | |
Income (loss) from operations | (969) | $ (21,146) | 6,757 | (21,146) | |
Phase I | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | 6,046 | 32,068 | 36,488 | ||
Direct operating (excludes depreciation and amortization shown below) | 282 | 1,052 | 1,108 | ||
Selling, general and administrative | 137 | 544 | 661 | ||
Allocation of corporate overhead | 0 | 0 | 0 | ||
Provision for doubtful accounts | 419 | 737 | 241 | ||
Restructuring expenses | 0 | 0 | 0 | ||
Goodwill impairment | 0 | 0 | |||
Litigation settlement recovery, net of expenses | 0 | ||||
Depreciation and amortization of property and equipment | 3,107 | 19,263 | 28,446 | ||
Amortization of intangible assets | 12 | 46 | 46 | ||
Total operating expenses | 3,957 | 21,642 | 30,502 | ||
Income (loss) from operations | 2,089 | 10,426 | 5,986 | ||
Phase II | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | 3,090 | 12,538 | 12,257 | ||
Direct operating (excludes depreciation and amortization shown below) | 118 | 388 | 315 | ||
Selling, general and administrative | 84 | 228 | 121 | ||
Allocation of corporate overhead | 0 | 0 | 0 | ||
Provision for doubtful accounts | 111 | 209 | 98 | ||
Restructuring expenses | 0 | 0 | 0 | ||
Goodwill impairment | 0 | 0 | |||
Litigation settlement recovery, net of expenses | 0 | ||||
Depreciation and amortization of property and equipment | 1,881 | 7,523 | 7,523 | ||
Amortization of intangible assets | 0 | 0 | 0 | ||
Total operating expenses | 2,194 | 8,348 | 8,057 | ||
Income (loss) from operations | 896 | 4,190 | 4,200 | ||
Services | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | 2,569 | 11,611 | 11,782 | ||
Direct operating (excludes depreciation and amortization shown below) | 4 | 10 | 10 | ||
Selling, general and administrative | 269 | 798 | 914 | ||
Allocation of corporate overhead | 387 | 1,581 | 1,616 | ||
Provision for doubtful accounts | 0 | 0 | 0 | ||
Restructuring expenses | 0 | 0 | 0 | ||
Goodwill impairment | 0 | 0 | |||
Litigation settlement recovery, net of expenses | 0 | ||||
Depreciation and amortization of property and equipment | 0 | 0 | 0 | ||
Amortization of intangible assets | 0 | 0 | 0 | ||
Total operating expenses | 660 | 2,389 | 2,540 | ||
Income (loss) from operations | 1,909 | 9,222 | 9,242 | ||
Content & Entertainment | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | 7,889 | 34,177 | 43,922 | ||
Direct operating (excludes depreciation and amortization shown below) | 6,837 | 23,671 | 29,908 | ||
Selling, general and administrative | 4,326 | 15,812 | 20,659 | ||
Allocation of corporate overhead | 877 | 3,583 | 5,410 | ||
Provision for doubtful accounts | 267 | 267 | 450 | ||
Restructuring expenses | 422 | 509 | 216 | ||
Goodwill impairment | 0 | $ (18,000) | 18,000 | 18,000 | |
Litigation settlement recovery, net of expenses | (2,228) | ||||
Depreciation and amortization of property and equipment | 69 | 273 | 330 | ||
Amortization of intangible assets | 1,381 | 5,663 | 5,799 | ||
Total operating expenses | 14,179 | 49,778 | 78,544 | ||
Income (loss) from operations | (6,290) | (15,601) | (34,622) | ||
Corporate | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | 0 | 0 | 0 | ||
Direct operating (excludes depreciation and amortization shown below) | 0 | 0 | 0 | ||
Selling, general and administrative | 1,194 | 6,394 | 11,012 | ||
Allocation of corporate overhead | (1,264) | (5,164) | (7,026) | ||
Provision for doubtful accounts | 0 | 0 | 0 | ||
Restructuring expenses | (467) | (422) | 914 | ||
Goodwill impairment | 0 | 0 | |||
Litigation settlement recovery, net of expenses | 0 | ||||
Depreciation and amortization of property and equipment | 107 | 663 | 1,045 | ||
Amortization of intangible assets | 3 | 9 | 7 | ||
Total operating expenses | (427) | 1,480 | 5,952 | ||
Income (loss) from operations | $ 427 | $ (1,480) | $ (5,952) |
SEGMENT INFORMATION - EMPLOYEE
SEGMENT INFORMATION - EMPLOYEE STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | $ 362 | $ 1,832 | $ 1,726 | $ 1,832 |
Direct operating | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 2 | 16 | 10 | 16 |
Selling, general and administrative | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 360 | $ 1,816 | 1,716 | 1,816 |
Phase I | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 0 | 0 | 0 | |
Phase I | Direct operating | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 0 | 0 | 0 | |
Phase I | Selling, general and administrative | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 0 | 0 | 0 | |
Phase II | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 0 | 0 | 0 | |
Phase II | Direct operating | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 0 | 0 | 0 | |
Phase II | Selling, general and administrative | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 0 | 0 | 0 | |
Services | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 5 | 14 | 11 | |
Services | Direct operating | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 4 | 10 | 10 | |
Services | Selling, general and administrative | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 1 | 4 | 1 | |
Content & Entertainment | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 106 | 289 | 264 | |
Content & Entertainment | Direct operating | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | (2) | 0 | 6 | |
Content & Entertainment | Selling, general and administrative | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 108 | 289 | 258 | |
Corporate | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 251 | 1,423 | 1,557 | |
Corporate | Direct operating | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | 0 | 0 | 0 | |
Corporate | Selling, general and administrative | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Total stock-based compensation | $ 251 | $ 1,423 | $ 1,557 |
RESTRUCTURING ACTIVITY (Details
RESTRUCTURING ACTIVITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring expenses | $ (45) | $ 1,130 | $ 87 | $ 1,130 |
Content & Entertainment | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring expenses | 422 | 509 | 216 | |
Content & Entertainment | Employee Severance | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, balance at beginning of period | 505 | 0 | ||
Total cost | 1,130 | |||
Restructuring expenses | 87 | |||
Restructuring payments | (625) | (548) | ||
Restructuring reserve, balance at end of period | $ 44 | $ 505 | $ 44 | $ 505 |
INCOME TAXES - Components of th
INCOME TAXES - Components of the Benefit from Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Federal: | |||
Current | $ (140) | $ 140 | |
Deferred | 0 | 0 | |
Total federal | (140) | 140 | |
State: | |||
Current | 392 | 205 | |
Deferred | 0 | 0 | |
Total state | 392 | 205 | |
Income tax expense | $ 345 | $ 252 | $ 345 |
INCOME TAXES - Net Deferred Tax
INCOME TAXES - Net Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 98,232 | $ 99,524 |
Stock based compensation | 2,742 | 4,432 |
Intangibles | 8,100 | 8,005 |
Revenue deferral | 47 | 46 |
Interest rate derivatives | 253 | 199 |
Capital loss carryforwards | 4,454 | 7,951 |
Other | 2,997 | 2,224 |
Total deferred tax assets before valuation allowance | 116,825 | 122,381 |
Less: Valuation allowance | (106,718) | (104,285) |
Total deferred tax assets after valuation allowance | 10,107 | 18,096 |
Deferred tax liabilities: | ||
Depreciation and amortization | (10,107) | (17,414) |
Intangibles | 0 | (682) |
Total deferred tax liabilities | (10,107) | (18,096) |
Net deferred tax | $ 0 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Mar. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Valuation Allowance | $ (16,000) | $ (2,400) |
Capital loss carryforwards | $ 7,951 | 4,454 |
Operating loss periods between November 2003 and March 2006 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 12,600 | |
Annual limitation on operating loss carryforwards | 12,600 | |
Operating loss periods after March 2006 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 237,700 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Capital loss carryforwards | 11,400 | |
Deferred Tax Assets, Capital Loss Carryforwards, Expired in Period | 9,000 | |
UNITED STATES | Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 250,300 | |
AUSTRALIA | Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 600 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Effective Income Tax Rate (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Mar. 31, 2017 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||
Provision at the U.S. statutory federal tax rate | 34.00% | 34.00% |
State income taxes, net of federal benefits | 5.60% | 6.60% |
Change in valuation allownace | (40.30%) | (19.20%) |
Non-deductible equity compensation | (0.70%) | (1.80%) |
Sale of subsidiary | 0.00% | (20.80%) |
Other | 0.50% | (0.50%) |
Income tax (provision) benefit | (0.90%) | (1.70%) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Apr. 10, 2017USD ($) | Jun. 27, 2017USD ($)director$ / sharesshares | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Operating Lease, Monthly Lease Payment | $ 0 | |||
Sale of Stock, Number of Board Members to be Designated by Equity Buyer | director | 2 | |||
Sale of Stock, Maximum Number of Board of Director Members | director | 7 | |||
Sale of Stock, Amount Held in Escrow | $ 15,000,000 | |||
Recourse Notes Payable [Member] | 5.5% Senior Convertible Notes Due 2035 | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Percent of Principal Amount Held by Debt Holders | 99.00% | |||
Interest rate, stated percentage | 5.50% | 5.50% | ||
Class A common stock | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Sale of Stock, Number of Shares Authorized for Sale | shares | 20,000,000 | |||
Sale of Stock, Par Value Per Share | $ / shares | $ 0.001 | |||
Sale of Stock, Maximum Proceeds from Sale of Stock | $ 30,000,000 | |||
Sale of Stock, Maximum Number of Shares to be Sold to Management | shares | 400,000 |