Edgar Filing: Cinedigm Corp.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

Emerging Growth Company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal period ended: December 31, 2017

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from --- to ---

Commission File Number: 000-31810

___________________________________

Cinedigm Corp.

(Exact name of registrant as specified in its charter)

___________________________________



Delaware		22-3720962
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

45 West 36th Street, 7th Floor, New York, NY		10018
(Address of principal executive offices)		(Zip Code)

(212) 206-8600

(Registrant’s telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE		NASDAQ GLOBAL MARKET

Securities registered pursuant to Section 12(g) of the Act:		NONE



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).	Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

As of February 12, 2018, 34,947,790 shares of Class A Common Stock, $0.001 par value were outstanding.

CINEDIGM CORP.

TABLE OF CONTENTS



		Page
PART I --	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets at December 31, 2017 (Unaudited) and March 31, 2017	3
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months ended December 31, 2017 and 2016	4
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months ended December 31, 2017 and 2016	5
	Statements of Deficit for the fiscal year ended March 31, 2017 and Nine Months ended December 31, 2017 ( Unaudited)	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended December 31, 2017 and 2016	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 4.	Controls and Procedures	40
PART II --	OTHER INFORMATION	42
Item 1.	Legal Proceedings	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
Exhibit Index		43
Signatures		44

CINEDIGM CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share data)



	December 31, 2017			March 31, 2017
ASSETS	(Unaudited)
Current assets
Cash and cash equivalents	$	17,218		$	12,566
Accounts receivable, net	37,870			53,608
Inventory, net	812			1,137
Unbilled revenue	4,747			5,655
Prepaid and other current assets	10,885			13,484
Total current assets	71,532			86,450
Restricted cash	1,000			1,000
Property and equipment, net	23,479			33,138
Intangible assets, net	16,045			20,227
Goodwill	8,701			8,701
Debt issuance costs	134			260
Other assets	1,336			1,558
Total assets	$	122,227		$	151,334
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	63,460		$	73,679
Current portion of notes payable, including unamortized debt discount of $318 and $0 (See Note 5)	16,491			19,599
Current portion of notes payable, non-recourse (see Note 5)	2,954			6,056
Current portion of capital leases	—			66
Current portion of deferred revenue	1,855			2,461
Total current liabilities	84,760			101,861
Notes payable, non-recourse, net of current portion and unamortized debt issuance costs and debt discounts of $2,289 and $2,701 respectively (see Note 5)	38,331			55,048
Notes payable, net of current portion and unamortized debt issuance costs and debt discounts of $3,445 and $5,340 respectively (see Note 5)	16,997			59,396
Deferred revenue, net of current portion	4,213			5,324
Other long-term liabilities	331			408
Total liabilities	144,632			222,037
Stockholders’ deficit
Preferred stock, 15,000,000 shares authorized; Series A 10% - $0.001 par value per share; 20 shares authorized; 7 shares issued and outstanding at December 31, 2017 and March 31, 2017, respectively. Liquidation preference of $3,648	3,559			3,559
Common stock, $0.001 par value; Class A and Class B stock; Class A stock 60,000,000 shares and 25,000,000 shares authorized at December 31, 2017 and March 31, 2017 respectively; 36,138,785 and 11,841,983 shares issued and 34,824,949 and 11,841,983 shares outstanding at December 31, 2017 and March 31, 2017, respectively; 1,241,000 Class B stock authorized and issued and zero shares outstanding at March 31, 2017	35			12
Additional paid-in capital	366,092			287,393
Treasury stock, at cost; 1,313,836 Class A common shares at December 31, 2017	(11,603		)	—
Accumulated deficit	(379,191		)	(360,415		)
Accumulated other comprehensive loss	(51		)	(38		)
Total stockholders’ deficit of Cinedigm Corp.	(21,159		)	(69,489		)
Deficit attributable to noncontrolling interest	(1,246		)	(1,214		)
Total deficit	(22,405		)	(70,703		)
Total liabilities and deficit	$	122,227		$	151,334

See accompanying Notes to Condensed Consolidated Financial Statements

CINEDIGM CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except for share and per share data)



	Three Months Ended December 31,						Nine Months Ended December 31,
	2017			2016			2017			2016
Revenues	$	18,492		$	24,445		$	50,010		$	70,800
Costs and expenses:
Direct operating (excludes depreciation and amortization shown below)	6,363			7,287			14,470			17,880
Selling, general and administrative	9,259			6,095			21,824			17,766
Provision for doubtful accounts	631			416			1,580			416
Restructuring expenses, net	—			22			—			132
Depreciation and amortization of property and equipment	2,213			6,271			10,215			22,558
Amortization of intangible assets	1,395			1,395			4,185			4,322
Total operating expenses	19,861			21,486			52,274			63,074
Income (loss) from operations	(1,369		)	2,959			(2,264		)	7,726
Interest expense, net	(3,147		)	(4,827		)	(11,163		)	(14,873		)
Debt conversion expense and loss on extinguishment of notes payable	(1,299		)	(1,099		)	(4,504		)	(1,099		)
Other (expense) income, net	(40		)	(55		)	(242		)	211
Gain on termination of capital lease	—			2,535			—			2,535
Change in fair value of interest rate derivatives	44			39			127			104
Loss from operations before income taxes	(5,811		)	(448		)	(18,046		)	(5,396		)
Income tax expense	(113		)	(33		)	(495		)	(143		)
Net loss	(5,924		)	(481		)	(18,541		)	(5,539		)
Net loss attributable to noncontrolling interest	15			18			32			54
Net loss attributable to controlling interests	(5,909		)	(463		)	(18,509		)	(5,485		)
Preferred stock dividends	(89		)	(89		)	(267		)	(267		)
Net loss attributable to common stockholders	$	(5,998	)	$	(552	)	$	(18,776	)	$	(5,752	)
Net loss per Class A and Class B common stock attributable to common stockholders - basic and diluted:
Net loss attributable to common stockholders	$	(0.20	)	$	(0.07	)	$	(1.02	)	$	(0.78	)
Weighted average number of Class A and Class B common stock outstanding: basic and diluted	29,389,017			8,361,807			18,399,597			7,409,746

See accompanying Notes to Condensed Consolidated Financial Statements

CINEDIGM CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(In thousands)



	Three Months Ended December 31,						Nine Months Ended December 31,
	2017			2016			2017			2016
Net loss	$	(5,924	)	$	(481	)	$	(18,541	)	$	(5,539	)
Other comprehensive income (loss): foreign exchange translation	2			(9		)	(13		)	9
Comprehensive loss	(5,922		)	(490		)	(18,554		)	(5,530		)
Less: comprehensive loss attributable to noncontrolling interest	15			18			32			54
Comprehensive loss attributable to controlling interests	$	(5,907	)	$	(472	)	$	(18,522	)	$	(5,476	)

See accompanying Notes to Condensed Consolidated Financial Statements

CINEDIGM CORP.

CONSOLIDATED STATEMENT OF DEFICIT

(In thousands, except share data)

(Unaudited)



	Series A Preferred Stock			Class A and Class B				Treasury Stock					Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Deficit			Non-Controlling Interest			Total Deficit
	Shares	Amount		Shares	Amount			Shares		Amount			Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Deficit			Non-Controlling Interest			Total Deficit
Balances as of March 31, 2016	7	$	3,559	7,977,861	$	79		(277,244	)	$	(2,839	)	$	269,871		$	(342,448	)	$	(64	)	$	(71,842	)	$	(1,185	)	$	(73,027	)
Adjust par value of common stock for 1-for-10 stock split	—	—		—	(70		)	—		—			70			—			—			—			—			—
Adjusted balance as of March 31, 2016	7	$	3,559	7,977,861	$	9		(277,244	)	$	(2,839	)	$	269,941		$	(342,448	)	$	(64	)	$	(71,842	)	$	(1,185	)	$	(73,027	)
Foreign exchange translation	—	—		—	—			—		—			—			—			26			26			—			26
Issuance of common stock for third-party professional services	—	—		419,838	—			—		—			342			—			—			342			—			342
Issuance of shares for CEO retention bonus	—	—		125,000	—			—		—			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	—	—		1,297,756	1			—		—			14,279			—			—			14,280			—			14,280
Issuance of restricted stock awards	—	—		1,054,865	1			—		—			(1		)	—			—			—			—			—
Issuance of common stock in connection with Second Secured Lien Notes	—	—		751,450	1			—		—			1,055			—			—			1,056			—			1,056
Issuance of warrants in connection with Second Secured Lien Notes	—	—		—	—			—		—			107			—			—			107			—			107
Stock-based compensation	—	—		—	—			—		—			804			—			—			804			—			804
Extension of term in connection with Sageview Warrants	—	—		—	—			—		—			345			—			—			345			—			345
Preferred stock dividends paid with common stock	—	—		215,213	—			—		—			356			(356		)	—			—			—			—
Contributions by noncontrolling interests	—	—		—	—			—		—			—			—			—			—			39			39
Re-issuance of treasury stock in connection with convertible notes exchange transaction	—	—		—	—			277,244		2,839			(357		)	(2,482		)	—			—			—			—
Net loss	—	—		—	—			—		—			—			(15,129		)	—			(15,129		)	(68		)	(15,197		)
Balances as of March 31, 2017	7	$	3,559	11,841,983	$	12		—		$	—		$	287,393		$	(360,415	)	$	(38	)	$	(69,489	)	$	(1,214	)	$	(70,703	)

See accompanying Notes to Consolidated Financial Statements

CINEDIGM CORP.

CONSOLIDATED STATEMENT OF DEFICIT

(In thousands, except share data)

(Unaudited)



	Series A Preferred Stock			Class A and Class B					Treasury Stock				Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Deficit			Non-Controlling Interest			Total Deficit
	Shares	Amount		Shares		Amount			Shares	Amount			Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Deficit			Non-Controlling Interest			Total Deficit
Balances as of March 31, 2017	7	$	3,559	11,841,983		$	12		—	$	—		$	287,393	$	(360,415	)	$	(38	)	$	(69,489	)	$	(1,214	)	$	(70,703	)
Foreign exchange translation	—	—		—		—			—	—			—		—			(13		)	(13		)	—			(13		)
Issuance of common stock for third-party professional services	—	—		623,423		1			—	—			875		—			—			876			—			876
Common stock issued in connection with induced conversion of Convertible Notes	—	—		3,536,783		3			—	—			34,285		—			—			34,288			—			34,288
Forfeitures of restricted stock awards, net of issuances	—	—		(27,673	)	—			—	—			—		—			—			—			—			—
Issuance of common stock in connection with the stock purchase agreement with Bison	—	—		19,666,667		20			—	—			28,034		—			—			28,054			—			28,054
Issuance of common stock in connection with debt instruments	—	—		333,333		—			—	—			500		—			—			500			—			500
Issuance of warrants in connection with Bison	—	—		—		—			—	—			1,084		—			—			1,084			—			1,084
Stock-based compensation	—	—		—		—			—	—			2,214		—			—			2,214			—			2,214
Preferred stock dividends paid with common stock	—	—		164,269		—			—	—			267		(267		)	—			—			—			—
Issuance of treasury stock in connection with taxes withheld from employees	—	—		(134,698	)	—			134,698	(163		)	—		—			—			(163		)	—			(163		)
Issuance of treasury stock in connection with settlement of structured stock repurchase	—	—		(1,179,138	)	(1		)	1,179,138	(11,440		)	11,440		—			—			(1		)	—			(1		)
Net loss	—	—		—		—			—	—			—		(18,509		)	—			(18,509		)	(32		)	(18,541		)
Balances as of December 31, 2017	7	$	3,559	34,824,949		$	35		1,313,836	$	(11,603	)	$	366,092	$	(379,191	)	$	(51	)	$	(21,159	)	$	(1,246	)	$	(22,405	)

See accompanying Notes to Consolidated Financial Statements

CINEDIGM CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)



	Nine Months Ended December 31,
	2017			2016
Cash flows from operating activities:
Net loss	$	(18,541	)	$	(5,539	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization of property and equipment and amortization of intangible assets	14,400			26,880
Gain on termination of capital lease	—			(2,535		)
Loss on disposal of property and equipment	64			—
Amortization of debt issuance costs included in interest expense	1,573			2,158
Provision for doubtful accounts	1,580			416
Provision for inventory reserve	327			299
Stock-based compensation and expenses	2,214			1,364
Change in fair value of interest rate derivatives	127			104
Accretion and PIK interest expense added to note payable	862			681
Debt conversion expense and loss on extinguishment of notes payable	4,504			1,099
Changes in operating assets and liabilities;
Accounts receivable	14,380			(16,460		)
Inventory	(2		)	484
Unbilled revenue	908			1,179
Prepaid expenses and other assets	2,383			631
Accounts payable and accrued expenses	(8,966		)	15,926
Deferred revenue	(1,717		)	(2,075		)
Net cash provided by operating activities	14,096			24,612
Cash flows from investing activities:
Purchases of property and equipment	(531		)	(375		)
Purchases of intangible assets	(3		)	(5		)
Net cash used in investing activities	(534		)	(380		)
Cash flows from financing activities:
Payment of notes payable	(38,375		)	(42,115		)
Net repayments under revolving credit agreement	(7,790		)	(2,328		)
Proceeds from issuance of notes payable	10,000			5,525
Repurchase of Class A common stock	(163		)	—
Net proceeds from issuance of common stock	28,054			—
Principal payments on capital leases	(66		)	(194		)
Payments of debt issuance costs	(570		)	(1,792		)
Change in restricted cash balances	—			7,983
Capital contributions from noncontrolling interest	—			39
Net cash used in financing activities	(8,910		)	(32,882		)
Net change in cash and cash equivalents	4,652			(8,650		)
Cash and cash equivalents at beginning of period	12,566			25,481
Cash and cash equivalents at end of period	$	17,218		$	16,831

See accompanying Notes to Condensed Consolidated Financial Statements

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.	NATURE OF OPERATIONS AND LIQUIDITY

Cinedigm Corp. ("Cinedigm," the "Company," "we," "us," or similar pronouns) was incorporated in Delaware on March 31, 2000. We are (i) a 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 for 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.

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.

Liquidity

We have incurred net losses historically and have an accumulated deficit of $379.2 million as of December 31, 2017. We may continue to generate net losses for the foreseeable future. In addition, we have significant debt related contractual obligations for the fiscal year ended March 31, 2018 and beyond.

We continue to expect cash flows from our Phase I and II deployment operations will be sufficient to satisfy our liquidity and

contractual requirements that are linked to these operations. As of December 31, 2017, we had approximately $43.6 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 $37.3 million of outstanding debt principal that is a part of our Content & Entertainment and Corporate segments of which $2.0 million was paid subsequent to December 31, 2017.

On November 1, 2017, in connection with the Stock Purchase Agreement (the "Stock Purchase Agreement") with Bison Entertainment Investment Limited, an affiliate of Bison Capital Holding Company Limited (“Bison”), we sold 20,000,000 shares of our Class A Common Stock for an aggregate purchase price of $30.0 million, of which 19,666,667 shares were sold to Bison, and 333,333 shares were sold to the CEO of the Company. In addition, we consummated exchange agreements with holders of our remaining 5.5% Convertible Notes due 2035 ("Convertible Notes"), whereby $46.3 million principal amount of the Convertible Notes were exchanged for a combination of $17.1 million cash and 2,221,457 shares of Class A Common Stock. The Convertible Notes were immediately retired.

On November 7, 2017, we repurchased the remaining balance of $0.5 million of Convertible Notes from the holder for cash and the Convertible Notes were immediately retired.

As a result of the of the transactions described above, Bison became a majority shareholder of the outstanding Class A Common Stock and designated two (2) members of the Company’s Board of Directors, the size of which is set at seven (7) members.

Bison Note Payable

In accordance with the Stock Purchase Agreement, on December 29, 2017, the Company entered into a loan agreement with Bison Entertainment and Media Group, another affiliate of Bison Capital Holding Company Limited, pursuant to which the Company borrowed $10,000,000 (the “Loan”). The Loan matures on June 28, 2021 and bears interest at 5% per annum, payable quarterly in cash. The principal is payable upon maturity. The Loan is unsecured and may be prepaid without premium or penalty, and contains customary covenants, representations and warranties. The proceeds of the Loan will be used for working capital and general corporate purposes. As part of this loan, the Company also issued warrants to purchase 1,400,000 shares of the Company’s Class A common stock (the “Warrants”). See Note 6 - Stockholders' Deficit for discussion of the Warrants.

We believe the combination of: (i) our cash and restricted cash balances at December 31, 2017, which includes the net proceeds received from Bison for the issuance of 19,666,667 shares and from the Loan, (ii) implemented and planned cost reduction initiatives, (iii) retirement of the full outstanding amount of Convertible Notes, 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 interim financial statements are issued. Our capital requirements will depend on many factors, and we may need to develop and formulate operating plans with Bison to use available capital resources and raise additional capital. 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND CONSOLIDATION

The accompanying Condensed Consolidated Financial Statements are unaudited and include the accounts of the Company, its wholly owned and majority owned subsidiaries, and reflect all normal and recurring adjustments necessary for the fair presentation of its consolidated financial position, results of operations and cash flows. All material inter-company accounts and transactions 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 3 - Other Interests to the Condensed Consolidated Financial Statements for a discussion of our noncontrolling and majority interests.

USE OF ESTIMATES

The preparation of these condensed 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 amounts reported in these Condensed Consolidated Financial Statements and accompanying notes. As permitted under GAAP, interim accounting for certain expenses, such as the adequacy of accounts receivable reserves, return reserves, inventory reserves, recovery of advances, assessment of goodwill and intangible asset impairment and valuation reserve for income taxes, are based on full year assumptions when appropriate. Actual results could differ materially from those estimates.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), although we believe that the disclosures are adequate to make the information presented not misleading. The results of operations for the respective interim periods are not necessarily indicative of the results expected for the full year. These Condensed Consolidated Financial Statements and accompanying notes should be read in conjunction with our annual consolidated financial statements and the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017.

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. We had a provision for doubtful accounts of $0.6 million and $1.6 million for the three and nine months ended December 31, 2017, respectively. The provision for doubtful accounts was $0.4 million for the three and nine months ended December 31, 2016.

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.

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 on the Condensed Consolidated Balance Sheets, represent amounts prepaid to studios or content producers for which we provide content distribution services. We evaluate advances regularly for recoverability and record impairment charges for amounts that we expect may not be recoverable as of the consolidated balance sheet date. Impairments and accelerated amortization related to advances were $1.1 million and $0.6 million for the three months ended December 31, 2017 and 2016, respectively. Impairments and accelerated amortization related to advances were $2.2 million and $1.4 million for the nine months ended December 31, 2017 and 2016, respectively.

INVENTORY

Inventory consists of finished goods inventory of Company owned 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 thereunder. 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. Repair and maintenance costs are charged to expense as incurred. Major renewals, improvements and additions are capitalized. Upon the sale or other disposition of any property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and the gain or loss on disposal is included in the condensed 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 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 December 31, 2017 and March 31, 2017:



(in thousands)	Level 1		Level 2			Level 3		Total
Restricted cash	$	1,000	$	—	—	$	—	$	1,000

Our cash and cash equivalents, accounts receivable, unbilled revenue and accounts payable and accrued expenses are financial instruments and are recorded at cost in the Condensed Consolidated Balance Sheets. The estimated fair values of these financial instruments approximate their carrying amounts because of their short-term nature. At December 31, 2017 and March 31, 2017, the estimated fair value of our fixed rate debt approximated its carrying amounts. 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 net cash flows is less than the total carrying value of the asset, the asset is deemed not to be recoverable and possibly impaired. We then estimate the fair value of the asset to determine whether an impairment loss should be recognized. An impairment loss will be recognized if the asset's fair value is determined to be less than its carrying value. Fair value is determined by computing the expected future discounted cash flows. During the three and nine months ended December 31, 2017 and 2016, no impairment charge was recorded from operations 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 at the end of the fourth quarter of each fiscal year, or more often if warranted by events or changes in circumstances indicating that the carrying value of a reporting unit may exceed fair value, also known as impairment indicators. Our process of evaluating goodwill for impairment involves the determination of fair value of goodwill compared to its carrying value. Our only reporting unit with goodwill is our Content & Entertainment reporting unit.

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.

No goodwill impairment charge was recorded in the three or nine months ended December 31, 2017 and 2016.

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.

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 other 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 must 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 3 - 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 primarily consist of operating costs such as cost of goods sold, fulfillment expenses, property taxes and insurance on systems, shipping costs, royalty expenses, impairments of advances, participation expenses, marketing and direct personnel costs.

STOCK-BASED COMPENSATION

Employee and director stock-based compensation expense related to our stock-based awards was as follows:



	Three Months Ended December 31,				Nine Months Ended December 31,
(In thousands)	2017		2016		2017		2016
Direct operating	$	47	$	3	$	60	$	8
Selling, general and administrative	1,520		341		2,154		1,356
	$	1,567	$	344	$	2,214	$	1,364

No stock options were granted or exercised during the three and nine months ended December 31, 2017 and 2016.

No restricted shares were awarded to employees during the three and nine months ended December 31, 2017. There were 1,055,465 restricted shares awarded to employees during the three and nine months ended December 31, 2016.

There were 111,724 shares awarded to the board of directors for the three and nine months ended December 31, 2017. There were no shares awarded to the board of directors for the three and nine months ended December 31, 2016.

INCOME TAXES

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and

liabilities are recognized for the future tax consequences attributable to operating loss and tax credit carryforwards and for

differences between the carrying amounts of existing assets and liabilities and their respective tax bases.

Valuation allowances are established when management is unable to conclude that it is more likely than not that some portion,

or all, of the deferred tax asset will ultimately be realized. The Company is primarily subject to income taxes in the United

States.

The Tax Cuts and Jobs Act (the "Act") was enacted in December 2017. Among other things, the Act reduces the U.S. federal corporate tax rate from 35 percent to 21 percent and eliminates the alternative minimum tax (“AMT”) for corporations. Since the deferred tax assets are expected to reverse in a future year, it has been tax effected using the 21% federal corporate tax rate. As a result of the reduction in the corporate income tax rate, we wrote down approximately $35.5 million of our gross deferred tax assets and valuation allowance as of December 31, 2017, which has no impact in our condensed consolidated financial statements for the three and nine months ended December 31, 2017.

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 stockholders =	Net loss attributable to common stockholders
	Weighted average number of common stock 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 5 - Notes Payable are considered repurchased for the purposes of calculating earnings per share and therefore are in the calculation of weighted average shares outstanding for the three and nine months ended December 31, 2017.

We incurred net losses for the three and nine months ended December 31, 2017 and 2016, and therefore the impact of potentially dilutive common shares from outstanding stock options and warrants, totaling 2,893,574 shares and 1,420,227 shares as of December 31, 2017 and 2016, respectively, were excluded from the computation of loss per share as their impact would have been anti-dilutive.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on revenue recognition. The new standard, issued Accounting Standards Update ("ASU") as ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, 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. During 2016, the FASB issued several accounting updates (ASU No. 2016-08, 2016-10 and 2016-12) to clarify implementation guidance and correct unintended application of the guidance. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard. We plan to adopt Topic 606 effective the start of our 2019 fiscal year, April 1, 2018, but the process of evaluating the impact, if any, on our consolidated financial statements remains ongoing. During the third quarter we engaged outside assistance to support our ongoing assessment.

3. OTHER INTERESTS

Investment in CDF2 Holdings

We indirectly own 100% of the common equity of CDF2 Holdings, LLC ("CDF2 Holdings"), which was created for the purpose of capitalizing on the conversion of the exhibition industry from film to digital technology. CDF2 Holdings assists its customers in procuring the equipment necessary to convert their Systems to digital technology by providing financing, equipment, installation and related ongoing services.

CDF2 Holdings is a Variable Interest Entity (“VIE”), as defined in Accounting Standards Codification Topic 810 ("ASC 810"), “Consolidation." ASC 810 requires the consolidation of VIEs by an entity that has a controlling financial interest in the VIE which entity is thereby defined as the primary beneficiary of the VIE. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE's economic performance, among other factors. Although we indirectly, wholly own CDF2 Holdings, we, a third party that also has a variable interest in CDF2 Holdings, and an independent third party manager must mutually approve all business activities and transactions that significantly impact CDF2 Holdings' economic performance. We have therefore assessed our variable interests in CDF2 Holdings and determined that we are not the primary beneficiary of CDF2 Holdings. As a result, CDF2 Holdings' financial position and results of operations are not consolidated in our financial position and results of operations. In completing our assessment, we identified the activities that we consider most significant to the economic performance of CDF2 Holdings and determined that we do not have the power to direct those activities, and therefore we account for our investment in CDF2 Holdings under the equity method of accounting.

As of December 31, 2017 and March 31, 2017, 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 as of December 31, 2017 and March 31, 2017, which are included in accounts receivable, net on the accompanying Condensed Consolidated Balance Sheets.

For the three and nine months ended December 31, 2017 and 2016, the accompanying Condensed Consolidated Statements of Operations includes $0.3 million and $0.8 million, respectively of digital cinema servicing revenue from CDF2 Holdings.

Total Stockholders' Deficit of CDF2 Holdings at December 31, 2017 and March 31, 2017 was $24.3 million and $18.7 million, respectively. We have no obligation to fund the operating loss or the stockholders' deficit beyond our initial investment of $2.0 million and, accordingly, our investment in CDF2 Holdings as of December 31, 2017 and March 31, 2017 is carried at $0.

Majority Interest in CONtv

We own an 85% interest in CON TV, LLC, a worldwide digital network that creates original content, and sells and distributes on-demand digital content on the Internet and other consumer digital distribution platforms, such as gaming consoles, set-top boxes, handsets, and tablets.

4. INCOME TAXES

We calculate income tax expense based upon an annual effective tax rate forecast, including estimates and assumptions. Income tax expense recorded for the three and nine month periods ended December 31, 2017 and 2016 represent state income taxes. We have not recorded tax benefits on our loss before income taxes because we have provided for a full valuation allowance that offsets potential deferred tax assets resulting from net operating loss carry forwards, reflecting our inability to use such loss carry forwards.

Our effective tax rate for the nine months ended December 31, 2017 and 2016 was negative 2.7% and negative 2.7%, respectively.

The Act was enacted in December 2017. Among other things, the Act reduces the U.S. federal corporate tax rate from 35 percent to 21 percent and eliminates the alternative minimum tax (“AMT”) for corporations. Since the deferred tax assets are expected to reverse in a future year, it has been tax effected using the 21% federal corporate tax rate. As a result of the reduction in the corporate income tax rate, we wrote down approximately $35.5 million of our gross deferred tax assets and valuation allowance as of December 31, 2017, which has no impact in our condensed consolidated financial statements for the three and nine months ended December 31, 2017.

5. NOTES PAYABLE

Notes payable consisted of the following:



	December 31, 2017						March 31, 2017
(In thousands)	Current Portion			Long Term Portion			Current Portion		Long Term Portion
Prospect Loan	$	—		$	40,212		$	—	$	54,656
KBC Facilities	2,553			408			5,744		2,890
P2 Vendor Note	357			—			227		181
P2 Exhibitor Notes	44			—			85		22
Total non-recourse notes payable	2,954			40,620			6,056		57,749
Less: Unamortized debt issuance costs and debt discounts	—			(2,289		)	—		(2,701		)
Total non-recourse notes payable, net of unamortized debt issuance costs and debt discounts	$	2,954		$	38,331		$	6,056	$	55,048

Bison Note Payable	—			10,000			—		—
5.5% Convertible Notes Due 2035	—			—			—		50,571
Second Secured Lien Notes	—			10,442			—		9,165
Cinedigm Revolving Loans	11,809			—			19,599		—
2013 Notes	5,000			—			—		5,000
Total recourse notes payable	16,809			20,442			19,599		64,736
Less: Unamortized debt issuance costs and debt discounts	(318		)	(3,445		)	—		(5,340		)
Total recourse notes payable, net of unamortized debt issuance costs and debt discounts	$	16,491		$	16,997		$	19,599	$	59,396
Total notes payable, net of unamortized debt issuance costs	$	19,445		$	55,328		$	25,655	$	114,444

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.

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 there is excess cash flow, it is used for prepayment of the Prospect Loan. We also maintain a debt service fund under the Prospect Loan for future principal and interest payments. As of December 31, 2017 and March 31, 2017, the debt service fund had a balance of $1.0 million, which is classified as part of restricted cash on our Condensed 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 primarily secured by a first priority pledge of the stock of DC Holdings, our wholly owned subsidiary, the stock of AccessDM, which is wholly owned by DC Holdings, the stock of Access Digital Cinema Phase II, Corp., our wholly owned subsidiary, and the stock of our Phase I DC subsidiaries, which are subsidiaries of AccessDM. The Prospect Loan is also guaranteed by each of those subsidiaries.

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:



(In thousands)	December 31, 2017			March 31, 2017
Prospect Loan, at issuance	$	70,000		$	70,000
PIK Interest	4,778			4,778
Payments to date	(34,566		)	(20,122		)
Prospect Loan, net	40,212			54,656
Less current portion	—			—
Total long term portion	$	40,212		$	54,656

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 borrowings under the KBC Facilities during the nine months ended December 31, 2017. The following table presents a summary of the KBC Facilities (dollar amounts in thousands):



						Outstanding Principal Balance
Facility¹	Credit Facility		Interest Rate²		Maturity Date	December 31, 2017		March 31, 2017
1	$	22,336	3.75	%	September 2018	$	—	$	3,758
3	11,425		3.75	%	March 2019	2,040		3,264
4	6,450		3.75	%	December 2018	921		1,612
	$	40,211				$	2,961	$	8,634


^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 1.69% at December 31, 2017, plus the interest rate noted above.

Bison Note Payable

As discussed in Note 1 - Nature of Operations and Liquidity, the Company entered into a Loan with Bison for $10,000,000 and issued Warrants to purchase 1,400,000 shares of the Company's Class A Common Stock. See Note 6 - Stockholders' Deficit for further discussion of the warrants.

The Loan was made in accordance with the previously disclosed Stock Purchase Agreement between the Company and Bison entered into on June 29, 2017.

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.

On July 10, 2017, we entered into exchange agreements (the “Exchange Agreements”) with holders of the remaining Convertible Notes representing approximately 99% of the outstanding principal amount, pursuant to which $50.6 million of the Convertible Notes were surrendered by such holders in exchange for $17.6 million cash, 3,536,783 shares of Class A Common Stock and $1.5 million in second lien notes under the Loan Agreement during the nine months ended December 31, 2017. As a

result of the exchanges, we recorded debt conversion expense and loss on extinguishment of notes payable of $4.5 million for the nine months ended December 31, 2017. On November 7, 2017, we repurchased the remaining balance of $0.5 million of Convertible Notes from the holder for cash and the Convertible Notes were immediately retired. As a result of the exchanges and repurchasing, this debt was retired. In connection with exchanges, we recorded debt conversion expenses and a gain on extinguishment of notes payable of $4.5 million for the nine months ended December 31, 2017.

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 nine months ended December 31, 2017, we borrowed an aggregate principal amount of $1.5 million under the Loan Agreement (the "Second Secured Lien Notes"), and have borrowed $10.5 million in total under the Loan Agreement. 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 prorata 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, on October 7, 2016, and on March 31, 2017 to facilitate subsequent borrowing transactions and clarify certain terms of the shares issuable in connection with the loans.

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.

An April 2015 amendment to the Cinedigm Revolving Loans extended the term of the Cinedigm Credit 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 amendment to the Cinedigm Credit Agreement (the “May 2016 Amendment”) which primarily increased 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 Cinedigm Credit Agreement, which, among other things, lowered the minimum liquidity requirement to $0.8 million up to June 30, 2017 and all times after at least $5.0 million in minimum liquidity. On August 10, 2017, we received a waiver to keep the minimum liquidity at $0.8 million through October 13, 2017 and at all times after October 13, 2017, we must maintain at least $5.0 million minimum liquidity. On November 9, 2017, we entered into an amendment to maintain the minimum liquidity at $0.8 million until the maturity date of the Revolving Maturity date. This amendment also reduced the revolving aggregate maximum credit amount by $2.0 million on each of January 31, 2018 and February 28, 2018 if the outstanding obligations are not repaid in full by such date. In addition, certain of our subsidiaries that are guarantors to the Cinedigm Credit Agreement entered into a Guaranty Supplement, pursuant to which certain of the subsidiaries guaranteed the Company’s obligations under the Cinedigm 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 $17.1 million. As of December 31, 2017, no 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 Cinedigm Credit Agreement, no such reserve amount was required to be maintained as of March 31, 2017.

In November 2017, we entered into a waiver and amendment the ("November 2017 Amendment") pursuant to which the Consolidated Debt Service Coverage Ratio may be maintained at not less than 1.25:1.00 for the Fiscal Quarter ending September 30, 2017 and for each Fiscal Quarter thereafter. The November 2017 Amendment also reduced the Revolving Aggregate Maximum Credit Amount to $11.8 million effective November 14, 2017. The November 2017 Amendment also permits us to maintain at all times an aggregate amount of Minimum Liquidity of at least $800,000. Under the November 2017 Amendment, the Revolving Aggregate Maximum Credit Amount will be reduced by $2.0 million on each of January 31, 2018 and February 28, 2018 if the outstanding Obligations are not repaid in full by such date. On January 31, 2018, we paid $2.0 million resulting in an outstanding balance of $9.8 million.

2013 Notes

In October 2013, we entered into securities purchase agreements with certain investors, pursuant to which we sold notes in the aggregate principal amount of $5.0 million (the “2013 Notes”) and warrants to purchase an aggregate of 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 and a related party, is a holder of $0.5 million of the 2013 Notes as of December 31, 2017 and March 31, 2017.

6. STOCKHOLDERS’ DEFICIT

COMMON STOCK

On October 31, 2017, the Company filed a Fifth Amended and Restated Certificate of Incorporation, pursuant to which (i) the number of shares of Common Stock authorized for issuance was increased to 60,000,000 shares, (ii) share transfer restrictions under Article Fourth were eliminated and (iii) two inactive classes of capital stock, the Class B common stock and the Series B Junior Participating preferred stock, were eliminated.

On November 1, 2017, in connection with the Stock Purchase Agreement with Bison, we sold 19,666,667 shares of our Class A

Common Stock to Bison, and as a result Bison became a majority shareholder of the outstanding Class A Common Stock.

During the nine months ended December 31, 2017, we issued 4,677,808 shares of Class A Common Stock in exchange for Convertible Notes and Second Lien Loans, as compensation to the board of directors, as payment of preferred stock dividends, as settlement of an obligation to a content provider, and as awards to employees.

PREFERRED STOCK

Cumulative dividends in arrears on preferred stock at December 31, 2017 were $0.2 million. In February 2018, we paid the preferred stock dividends in arrears in the form of 59,972 shares of Class A Common Stock.

TREASURY STOCK

In November 2017, the Company completed the previously announced June 29, 2017 stock purchase agreement with Bison which accelerated the vesting of all its equity awards. As a result, 134,698 shares of vested restricted stock were surrendered to the Company by employees in payment for withholding taxes, and were placed in treasury and are no longer outstanding.

In connection with the sale of the Convertible Notes in April 2015, the Company and a financial institution (the "Forward Counterparty") which is one of the lenders under our credit agreement, entered into a privately negotiated forward stock purchase transaction, pursuant to which we paid $11.4 million to purchase 1,179,138 shares of our Class A common stock for settlement at anytime prior to the fifth year anniversary of the issuance date of the notes. On December 1, 2017, the Company announced the settlement of these shares in full with the Forward Counterparty as of November 24, 2017. This was included in additional paid in capital at the time the Forward Contract was entered into. The shares have been placed in treasury and are no longer outstanding.

CINEDIGM’S EQUITY INCENTIVE PLANS

Stock Based Compensation Awards

Awards issued under our 2000 Equity Incentive Plan (the "2000 Plan") may be in any of the following forms (or a combination thereof) (i) stock option awards; (ii) stock appreciation rights; (iii) stock or restricted stock or restricted stock units; or (iv) performance awards. The 2000 Plan provides for the granting of incentive stock options (“ISOs”) with exercise prices not less than the fair market value of our 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 2000 Plan are subject to vesting provisions, and exercise is subject to the continuous service of the participant. The exercise prices and vesting periods (if any) for non-statutory options are set at the discretion of our compensation committee. On November 1, 2017, upon the consummation of the transactions pursuant to the Stock Purchase Agreement, as a result of which there was a change of control of the Company, all stock options (incentive and non-statutory) and shares of restricted stock were vested immediately and the options became fully exercisable.

In connection with the grants of stock options and shares of restricted stock under the 2000 Plan, we and the participants have executed stock option agreements and notices of restricted stock awards setting forth the terms of the grants. The 2000 Plan provided for the issuance of up to 2,380,000 shares of Class A Common Stock to employees, outside directors and consultants.

At the August 31, 2017 Annual Meeting, the stockholders of the Company approved the 2017 Equity Incentive Plan (the "2017 Plan”), the Company’s new equity incentive plan. The 2017 Plan replaced the 2000 Plan, and applies to employees and directors of, and consultants to, the Company. The 2017 Plan provides for the issuance of up to 2,098,270 shares of Class A common stock, in the form of various awards, including stock options, stock appreciation rights, stock, restricted stock, restricted stock units, performance awards and cash awards. The Compensation Committee of the Company’s Board of Directors (the “Board”) is authorized to administer the 2017 Plan and make grants thereunder. The approval of the 2017 Plan does not affect awards already granted under the 2000 Plan. No awards were granted under the 2017 Plan during the three and nine months ended December 31, 2017.

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, 2017	345,615		$	16.03
Granted	—		—
Exercised	—		—
Canceled/forfeited	(7,300	)	42.49
Balance at December 31, 2017	338,315		$	15.57

The weighted average remaining contractual life for stock options outstanding as of December 31, 2017 was 5.37 years.

OPTIONS GRANTED OUTSIDE CINEDIGM’S EQUITY INCENTIVE PLAN

In October 2013, we issued options outside of the Plan to 10 individuals who became employees as a result of a business combination. The employees received options to purchase an aggregate of 62,000 shares of our Class A Common Stock at an exercise price of $17.5 per share. The options are fully vested as of October 2017 and expire 10 years from the date of grant, if unexercised. As of December 31, 2017, all options were fully vested.

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, were vested as of December 2013 and will expire in December 2020. As of December 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 December 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	206,768	July 2023	$1.34 - $1.57
Warrants issued in connection with Convertible Notes exchange transaction	207,679	December 2021	$1.54
5-year Warrant issued to Bison in connection with a term loan agreement	1,400,000	December 2022	$1.80

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 to Ronald L. Chez, at the time a member of 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 22, 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%.

On December 29, 2017, the Company issued Bison the Warrants to purchase 1,400,000 shares of the Company’s Class A common stock in connection with the Loan. The Warrants have a 5-year term and are immediately exercisable at $1.80 per share. The Warrants contain certain anti-dilution adjustments. The Company valued the Warrants at $1.1 million, on a relative fair value basis, using Black-Scholes Option Pricing Model assuming a 5-year life, a risk-free rate of interest of 2.2% and an expected volatility of 74.3%. These Warrants were recorded as debt issuance costs.

7. COMMITMENTS AND CONTINGENCIES

LEASES

On April 10, 2017, we entered into lease agreements for new office space in New York City, which coincides with the termination of our previous New York City office lease. The new agreements commenced on July 1, 2017 and initially required minimum lease payments of $33 with customary escalation clauses over the course of the contract which terminates in April 2021.

Our capital lease obligations are primarily related to computer equipment.

We also operate from leased properties under non-cancelable operating lease agreements, certain of which contain escalating lease clauses.

8. SUPPLEMENTAL CASH FLOW INFORMATION



	December 31,
(in thousands)	2017		2016
Cash interest paid	$	8,533	$	12,193
Accrued dividends on preferred stock	89		178
Issuance of Class A common stock for payment of preferred stock dividends	267		89
Issuance of 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	—		3,838
Issuance of Second Lien Loans in connection with Convertible Notes exchange	1,462		—
Issuance of warrants in connection with debt instruments	1,084		—
Issuance of Class A common stock in exchange for the CEO's Second Lien Loans	500		—

9. SEGMENT INFORMATION

We operate in four reportable segments: Phase I Deployment, Phase II Deployment, Services and Content & Entertainment or CEG. Our segments were determined based on the economic characteristics of our products and services, our internal organizational structure, the manner in which our operations are managed and the criteria used by our Chief Operating Decision Maker to evaluate performance, which is generally the segment’s income (loss) from continuing operations before interest, taxes, depreciation and amortization. Certain Corporate assets, liabilities and operating expenses are not allocated to our reportable segments.



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 December 31, 2017, we are no longer earning a significant portion of VPF revenues from certain major studios on all 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.

The following tables present certain financial information related to our reportable segments and Corporate:



	As of December 31, 2017
(In thousands)	Intangible Assets, net		Goodwill		Total Assets		Notes Payable, Non-Recourse		Notes Payable
Phase I Deployment	$	126	$	—	$	6,709	$	37,923	$	—
Phase II Deployment	—		—		41,338		3,362		—
Services	—		—		923		—		—
Content & Entertainment	15,911		8,701		59,574		—		—
Corporate	8		—		13,683		—		33,488
Total	$	16,045	$	8,701	$	122,227	$	41,285	$	33,488



	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



	Statements of Operations
	Three Months Ended December 31, 2017
	(Unaudited, in thousands)
	Phase I		Phase II		Services		Content & Entertainment			Corporate			Consolidated
Revenues	$	3,219	$	3,193	$	2,049	$	10,031		$	—		$	18,492
Direct operating (exclusive of depreciation and amortization shown below)	337		94		28		5,904			—			6,363
Selling, general and administrative	337		99		247		4,634			3,942			9,259
Allocation of Corporate overhead	—		—		410		871			(1,281		)	—
Provision for doubtful accounts	452		182		—		(3		)	—			631
Depreciation and amortization of property and equipment	185		1,881		—		91			56			2,213
Amortization of intangible assets	11		—		—		1,384			—			1,395
Total operating expenses	1,322		2,256		685		12,881			2,717			19,861
Income (loss) from operations	$	1,897	$	937	$	1,364	$	(2,850	)	$	(2,717	)	$	(1,369	)

The following employee and director stock-based compensation expense related to the Company’s stock-based awards is included in the above amounts as follows:



	Phase I		Phase II		Services		Content & Entertainment		Corporate		Consolidated
Direct operating	$	—	$	—	$	28	$	19	$	—	$	47
Selling, general and administrative	—		—		10		594		916		1,520
Total stock-based compensation	$	—	$	—	$	38	$	613	$	916	$	1,567



	Statements of Operations
	Three Months Ended December 31, 2016
	(Unaudited, in thousands)
	Phase I		Phase II		Services		Content & Entertainment			Corporate			Consolidated
Revenues	$	7,266	$	2,995	$	2,625	$	11,559		$	—		$	24,445
Direct operating (exclusive of depreciation and amortization shown below)	336		168		3		6,780			—			7,287
Selling, general and administrative	158		62		227		3,910			1,738			6,095
Allocation of Corporate overhead	—		—		399		906			(1,305		)	—
Provision for doubtful accounts	318		98		—		—			—			416
Restructuring, transition and acquisition expenses, net	—		—		—		—			22			22
Depreciation and amortization of property and equipment	4,136		1,881		—		69			185			6,271
Amortization of intangible assets	11		—		—		1,383			1			1,395
Total operating expenses	4,959		2,209		629		13,048			641			21,486
Income (loss) from operations	$	2,307	$	786	$	1,996	$	(1,489	)	$	(641	)	$	2,959

The following employee and director stock-based compensation expense related to the Company’s stock-based awards is included in the above amounts as follows:



	Phase I		Phase II		Services		Content & Entertainment		Corporate		Consolidated
Direct operating	$	—	$	—	$	3	$	—	$	—	$	3
Selling, general and administrative	—		—		2		88		251		341
Total stock-based compensation	$	—	$	—	$	5	$	88	$	251	$	344



	Statements of Operations
	Nine Months Ended December 31, 2017
	(Unaudited, in thousands)
	Phase I		Phase II		Services		Content & Entertainment		Corporate		Consolidated
Revenues	$	12,879	$	8,845	$	6,550	$	21,736	$	—	$	50,010
Direct operating (exclusive of depreciation and amortization shown below)	888		284		38		13,260		—		14,470
Selling, general and administrative	520		265		768		12,518		7,753		21,824
Allocation of Corporate overhead	—		—		1,210