Description of Business and Basis of Presentation | NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business RLJ Entertainment, Inc. (or RLJE U.K. Image Acorn Media Business Combination RLJE U.K. RLJE Australia RLJE Ltd. ACL We acquire content rights in various categories including, British mysteries and dramas, urban programming and full-length independent motion pictures. We acquire this content in two ways: • through long-term exclusive licensing agreements where we secure multiple rights to third-party programs and; • through development, production and ownership of original drama television programming through our wholly-owned subsidiary, RLJE Ltd., and our 64%-owned subsidiary, ACL. We market our products through a multi-channel strategy encompassing (1) the licensing of original drama and mystery content managed and developed through our wholly-owned subsidiary, RLJE Ltd., and our majority-owned subsidiary, ACL, (our Intellectual Property, or IP, Licensing segment Wholesale segment SVOD Direct-to-Consumer segment Our wholesale partners are broadcasters, digital outlets and major retailers in the United States of America (or U.S. Our Direct-to-Consumer segment includes the sale of video content directly to consumers through our proprietary subscription-based SVOD channels, such as Acorn TV and UMC (or Urban Movie Channel On June 24, 2016, we entered into a licensing agreement with Universal Screen Arts (or Universal RLJE’s management views the operations of the Company based on these three distinctive reporting segments: (1) IP Licensing, (2) Wholesale and (3) Direct-to-Consumer. Operations and net assets that are not associated with any of these stated segments are reported as “Corporate” when disclosing and discussing segment information. The IP Licensing segment includes intellectual property rights that we own or create and then sublicense for exploitation worldwide. Our Wholesale and Direct-to-Consumer segments consist of the acquisition, content enhancement and worldwide exploitation of exclusive content in various formats, including broadcast (which includes cable and satellite), DVD, Blu-ray, digital, video-on-demand (or VOD Basis of Presentation Unaudited Interim Financial Statements The consolidated financial information presented in the accompanying unaudited interim consolidated financial statements as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015 has been prepared in accordance with accounting principles generally accepted in the United States (or U.S. GAAP SEC In management’s opinion, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Due to the seasonal nature of our business, with a disproportionate amount of sales occurring in the fourth quarter and other factors, including our content release schedule, interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. The accompanying unaudited financial information should, therefore, be read in conjunction with the consolidated financial statements and the notes thereto in our Annual Report on Form 10-K filed on April 15, 2016 (or 2015 Form 10-K) Summary of Significant Accounting Policies, Reverse Stock Split W e filed an amendment to our Amended and Restated Articles of Incorporation to effect a one-for-three reverse common stock split, which was effective June 24, 2016. We implemented the reverse stock split to maintain compliance with the listing requirements of the NASDAQ Capital Market. All share numbers and per-share amounts, including net income (loss) per common share, presented in our consolidated financial statements and notes reflect the one-for-three reverse stock split applied on a retroactive basis. In addition, we retroactively reclassified total par value of $9,000 from common stock to additional paid-in capital. Fair Value of Financial Instruments The carrying amount of our financial instruments, which principally include cash, accounts receivable, accounts payable and accrued expenses, approximates fair value due to the relative short maturity of such instruments. The carrying amount of our debt under our senior credit agreement approximates fair value as the debt bears market rates of interest. The carrying amount of our subordinated debt, which includes accrued interest, is $1.1 million more than its fair value of $8.5 million as a result of its reduced interest rate from 12.0% to 1.5% for two years beginning January 1, 2015. The fair value of subordinated debt was determined by discounting future interest and principal payments by an estimated market rate of interest of 12.0%. This fair value assessment of our subordinated debt is a level 3 measurement as provided by Accounting Standards Codification (or ASC Fair Value Measurements and Disclosures Reclassifications and Adoption of Accounting Pronouncement During the second quarter of 2016, we reclassified our U.S. catalog/ecommerce business assets, liabilities and operating results and presented them separately as discontinued operations in our consolidated balance sheets and statements of operations. We made this reclassification retroactively for all periods presented. As necessary, our footnote disclosures were updated to reflect this reclassification. Certain amounts reported previously in our consolidated financial statements have been reclassified or adjusted to be comparable with the classifications used for our 2016 consolidated financial statements. We are now reporting technology infrastructure costs associated with delivering our subscription-based SVOD channels within cost of sales as manufacturing and fulfillment. For the nine months ended September 30, 2015, we reclassified $1.3 million of these costs from selling expenses to cost of sales in our consolidated statement of operations. For the three months ended September 30, 2015, we reclassified $0.4 million of these costs from selling expenses to cost of sales. On January 1, 2016, we retroactively adopted the guidance of Accounting Standards Update (or ASU Interest – Imputation of Interest Update FASB Recently Issued Accounting Pronouncement In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which clarifies how cash receipts and cash payments are classified in the statement of cash flows. It provides guidance on eight specific cash flow issues. The accounting standard update will be effective for us on January 1, 2018, on a retrospective basis, although early adoption is permitted. We are currently evaluating the guidance and evaluating its impact on our consolidated financial statements. Principles of Consolidation The operations of ACL are subject to oversight by ACL’s Board of Directors. The investment in ACL is accounted for using the equity method of accounting given the voting control of the Board of Directors by the minority shareholder. We have included our share of ACL’s operating results as a separate line item in our consolidated financial statements. Our consolidated financial statements include the accounts of all majority-owned subsidiary companies, except for ACL. We carry our investment in ACL as a separate asset on our consolidated balance sheet at cost adjusted for our share of the equity in undistributed earnings. Except for dividends and changes in ownership interest, we report changes in equity in undistributed earnings of ACL as “Equity earnings of affiliate” in our consolidated statements of operations. All intercompany transactions and balances have been eliminated. Income (Loss) per Common Share Basic income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Dilutive income per share is computed using the combination of dilutive common share equivalents and the weighted‑average shares outstanding during the period. For the periods reporting net income from continuing operations after adjusting for accretion on preferred stock, we present our income per share separately for our restricted and unrestricted common stock using the two-class method per ASC 260, Earnings Per Share Liquidity For the nine months ended September 30, 2016 and 2015, we recognized a net loss of $17.6 million and $18.3 million, respectively, and we generated $0.2 million of cash from operating activities during the nine months ended September 30, 2016. At September 30, 2016, our cash balance was $1.5 million. At September 30, 2016, we had $60.7 million of term debt outstanding (see Note 7, Debt In 2016, we have taken actions to improve our operating results and Adjusted EBITDA by exiting certain non-core operations that have been generating losses. During December 2015, we approved and started implementing a plan to close our Acacia catalog operations. The last Acacia print catalogs were circulated in January 2016 and electronic email distribution continued through May 2016. Further, on June 24, 2016, we entered into a licensing agreement to outsource the U.S. Acorn catalog/ecommerce business to Universal (see our Discontinued Operations On October 14, 2016, we refinanced our senior debt and amended our preferred stock, subordinated notes payable and certain warrants (see Note 15, Subsequent Events We believe that our current financial position combined with our 2016 forecasted operational results and management efforts will be sufficient to meet our commitments. However, there can be no assurances that we will be successful in realizing improved results from operations including improved Adjusted EBITDA, generating sufficient cash flows from operations or agreeing with vendors on revised payment terms. Discontinued Operations During December 2015, we committed to a plan to stop circulating our Acacia catalogs and to liquidate the catalog’s inventory. The last Acacia print catalogs were circulated in January 2016 and electronic email distribution continued through May 2016. On June 24, 2016, we entered into a licensing agreement to outsource our U.S. Acorn catalog and ecommerce business to Universal. Universal began selling Acorn video content during the third quarter of 2016. Under the licensing agreement, Universal became the official, exclusive, direct-to-consumer seller of U.S. Acorn product. As such, Universal received the rights to the Acorn catalog and related website for an 18-month period, subject to certain automatic renewals. To facilitate the transfer of the catalog to Universal, we granted Universal access to the catalog’s customer list and the Acorn brand. Going forward, we will also endeavor to provide Universal with an exclusivity period for new Acorn releases. Universal is responsible for all costs associated with their efforts. On an annual basis, Universal will purchase from us a minimum of $1.2 million of inventory (Acorn video content) at pricing that is consistent with wholesale pricing. However, we have agreed to a one-time transfer of certain existing inventory to Universal at cost. Further, we have been given meaningful consultation rights regarding sales prices listed in the catalog of Acorn content. Sales to Universal began during the third quarter of 2016. In addition to purchasing inventory from us, Universal will also make a royalty payment to us for the various rights we have licensed. The royalty payment is not expected to be material. Further, all customer and marketing data obtained during the license period shall be jointly owned by both companies. During the three months ended September 30, 2016, our Wholesale segment recognized revenues of $0.2 million from its sale of inventory to Universal. We consider the outsourcing of the U.S. Acorn catalog to be a major strategic shift in our business. Future revenues and gross margins from our outsourced operations will decrease. However, operating profits will increase as we have historically incurred significant selling expenses that will be eliminated. Upon circulating the last Acacia catalog and entering into the licensing agreement with Universal during the quarter ended June 30, 2016, we classified the U.S. catalog/ecommerce business (Acacia and U.S. Acorn catalogs) as discontinued operations. Prior to being classified as discontinued operations, these operations were included in the Direct-to-Consumer reporting segment. Going forward, our Direct-to-Consumer segment will consist of our proprietary subscription channels, which are Acorn TV UMC Acacia TV Major classes of line items constituting loss from discontinued operations, net of income taxes are: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2016 2015 2016 2015 Revenues $ 626 $ 6,586 $ 7,769 $ 16,324 Cost of Sales Royalty expense (40 ) (124 ) (195 ) (439 ) Manufacturing and fulfillment (532 ) (4,021 ) (6,223 ) (9,905 ) Selling expenses (129 ) (3,284 ) (2,280 ) (8,279 ) General and administrative expenses (561 ) (369 ) (986 ) (1,230 ) Depreciation and amortization (94 ) (350 ) (1,067 ) (1,421 ) Loss on disposal of fixed assets (187 ) — (187 ) — Loss before provision for income taxes (917 ) (1,562 ) (3,169 ) (4,950 ) Provision for income taxes — — — — Loss from discontinued operations, net of income taxes $ (917 ) $ (1,562 ) $ (3,169 ) $ (4,950 ) There are no income taxes allocable to the discontinued operations as the discontinued operations reside in the U.S. for which there is no tax provision as a result of the overall U.S. operating loss for tax purposes. Carrying amounts of major classes of assets and liabilities included as part of discontinued operations are: September 30, December 31, (In thousands) 2016 2015 Accounts receivable, net $ 174 $ 1,111 Inventories, net — 2,417 Prepaid expenses and other assets 125 1,136 Property, equipment and improvements, net — 670 Other intangible assets, net — 1,536 Total assets of discontinued operations $ 299 $ 6,870 Accounts payable and accrued liabilities $ 1,423 $ 6,863 Deferred revenue — 697 Total liabilities of discontinued operations $ 1,423 $ 7,560 During the quarter ended June 30, 2016, we assessed the remaining useful lives of property, equipment and improvements and other intangible assets held by the discontinued operations. As a result, we recorded accelerated depreciation and amortization of $0.3 million during the second quarter of 2016. Because Universal is licensing our customer list, for which we retained a shared ownership, we made no changes as to how we are amortizing our other intangible assets. On June 28, 2016, we provided lay-off notices to our U.S. catalog/ecommerce business employees and recorded a severance charge of $0.1 million. To receive their severance benefits, a number of employees were required to provide services through October 2016. For those employees, we accrued additional severance of $0.2 million during the quarter ending September 30, 2016. In September 2016, we vacated our office space in Minnesota. Our lease in Minnesota requires us to make average monthly payments of $12,500 through June 2022. We subleased our office space effective October 1, 2016. As a result we incurred a loss on this sublease of $0.2 million primarily pertaining to leasehold improvements and other fixed assets we provided to the subtenant for no additional consideration. Operating and investing cash flows of the discontinued operations are as follows: Nine Months Ended September 30, (In thousands) 2016 2015 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (3,169 ) $ (4,950 ) Adjustments to reconcile net loss to net cash used in operating activities: Royalty expense 195 439 Depreciation and amortization 1,067 1,421 Loss on disposal of assets 187 — Stock-based compensation expense 35 3 Changes in assets and liabilities: Accounts receivable, net 937 241 Inventories, net 2,417 (450 ) Investments in content, net (195 ) (439 ) Prepaid expenses and other assets 1,011 (46 ) Accounts payable and accrued liabilities (5,635 ) (1,960 ) Deferred revenue (697 ) 327 Net cash used in operating activities $ (3,847 ) $ (5,414 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures $ (4 ) $ (725 ) Net cash used in investing activities $ (4 ) $ (725 ) By classifying our U.S. catalog/ecommerce business as discontinued operations our reported revenues from continuing operations and the per-share amounts were impacted as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share data) 2016 2015 2016 2015 Revenues – from continuing operations – as reported $ 18,351 $ 25,963 $ 51,882 $ 66,454 Revenues – discontinued operations 626 6,586 7,769 16,324 Revenues – without discontinued operations classification $ 18,977 $ 32,549 $ 59,651 $ 82,778 Basic and Diluted Revenues per Common Share - Unrestricted and Restricted: As reported $ 3.95 $ 6.09 $ 11.62 $ 15.66 Without discontinued operations classification $ 4.09 $ 7.63 $ 13.37 $ 19.51 |