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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

August 15, 2022

(Date of earliest event reported)

 

Cinedigm Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-31810   22-3720962
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

264 West 40th Street, New York, New York   10018
(Address of principal executive offices)   (Zip Code)

 

212-206-8600

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

 

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

 

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

 Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock   CIDM   Nasdaq Global Market

 

 

 

  

Item 2.02. Results of Operations and Financial Condition

 

On August 15, 2022, Cinedigm Corp. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2022.

 

The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits  

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press Release, dated August 15, 2022, announcing Cinedigm Corp.’s three months ended June 30, 2022 financial results.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

  CINEDIGM CORP.
     
Dated: August 15, 2022 By: /s/ Gary S. Loffredo
    Gary S. Loffredo
    President, Chief Operating Officer, General Counsel and Secretary

 

 

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Exhibit 99.1

 

 

Cinedigm Reports First Quarter Fiscal Year 2023 Financial Results

 

Consolidated First Quarter Revenue of $13.6 Million

 

Total Streaming Revenue Up 98% Over Prior Year

 

Ad-Supported Streaming Revenue Up 131% Over Prior Year

 

Subscription Streaming Revenue up 43% And Subscribers Up 45% Over Prior Year

 

Company Expects to Achieve Significant Total Revenue Growth, Sustainable Long-Term Profitability and Positive Cash Flow in Current Fiscal Year via New Business Initiatives and Significant Cost Savings

 

LOS ANGELES, August 15, 2022- Cinedigm Corp. (“Cinedigm” or “the Company”) (NASDAQ: CIDM), a premier streaming technology and entertainment company super-serving enthusiast fan bases, today announced its financial results for the first quarter of fiscal year 2023, which ended June 30, 2022, highlighting the Company’s positive business results and momentum, growth trajectory, financial targets and plan for sustainable profitability and positive cash flow by the fiscal fourth quarter, ending March 31, 2023.

 

“Our strong business momentum continues with total streaming revenue surging up 98% in our fiscal first quarter, almost doubling our long-term revenue growth target and exceeding our internal plan,” said Chris McGurk, Chairman and CEO of Cinedigm. “Even more impressive, on a two-year basis our streaming revenues were up 455% in the quarter. We continue to see massive growth in our advertising-supported (AVOD and FAST) streaming revenues, which increased 131% versus last year. Our diverse portfolio of 30 targeted enthusiast streaming channels, partnered with over 60 major advertising demand partners who bid on our ad inventory, now includes 15 owned and operated channels such as Fandor, Screambox and The Dove Channel, and several premium third-party branded channels such as The Bob Ross Channel, The Elvis Presley Channel and Real Madrid TV. This broad, diversified channel portfolio is not only driving continued strong results but is also mitigating risk, setting us apart from almost every other player in the fast-growing content streaming business, who are all mostly dependent on a single streaming channel or revenue model for success.”

 

Mr. McGurk continued, “Our vastly increased scale has made us an increasingly impactful player in the streaming content and technology business. Besides our 30-channel streaming portfolio, widely distributed on every major platform and with access to over 1.1 billion global streaming devices, we now control 46,000 film and television titles, making it one of the largest modern streaming libraries in the world, and fully own one of the industry-best streaming and content distribution platforms in Matchpoint. These scaled-up assets have set the stage for the Company to launch four key new growth initiatives: Our scale streaming platform known as Cineverse, Cinedigm Advertising Solutions, the Cinedigm Podcast Network, and version 2 of Matchpoint, our fully unified end-to-end digital distribution, content streaming and reporting analytics platform. Each of these initiatives fully leverages our valuable assets, superior technology and experienced workforce with little incremental investment.”

 

 

 

 

“Along with new partner expansion, we expect these initiatives will generate annual revenues of over $50 million at steady state. In addition, we are streamlining our cost structure as we reap the synergies and scale benefits from recently acquired assets. We expect to generate at least $7.5 million in annual cost savings and achieve our goal of long-term sustainable profitability this year. Finally, I believe it is important to point out that the long-planned wind down and monetization of our legacy Digital Cinema business is close to completion. In this quarter, this resulted in a revenue reduction of $4.8 million due to timing of revenue recognition of higher Digital Cinema equipment sales last year. Despite this planned wind down, we still expect to generate significantly higher total full year revenues in this fiscal year versus last year, when our total revenues increased 78% to $56.1 million, as we move toward our strategic goal of $150 million in annual revenues in two to four years,” said Mr. McGurk.

 

Erick Opeka, Chief Strategy Officer and President of Cinedigm Networks, added, “Our results and growth show that our strategy to scale our streaming business has paid off with substantial revenue growth and other key metrics. We expect this trend to continue as we make considerable progress on our key initiatives. Cineverse development is nearly complete for its launch in a matter of weeks, Cinedigm Ad Solutions has begun selling directly to major brands in earnest, and our Cinedigm Podcast business is scaling rapidly. All these initiatives are made possible through Cinedigm’s proprietary technology platform, Matchpoint, which affords us the ability to execute faster, at lower cost with higher margins, and with greater insight than our competitors. Matchpoint provides us a complete technology stack that fully meets the needs of a rapidly growing OTT business, providing us with an unparalleled competitive advantage that allows us to adeptly operate the largest FAST channel portfolio and streaming library in the business. Combined with a stellar management team, Cinedigm has in place all the elements to achieve what has been so far elusive in the nascent streaming business: a high growth, high margin, profitable streaming company.”

 

Key First Quarter Financial Results (Quarter Ended June 30, 2022):

 

Total streaming revenue increased 98% to $8.1 million, driven by an increase of 131% in ad-supported revenue and a 43% increase in subscription revenue over the prior year quarter;

 

Content and Entertainment revenue of $12.2 million grew by 38% and was driven by organic user growth, increasing market demand for Cinedigm’s extensive connected television ad inventory, and the launch of new streaming channels versus the prior year;

 

Consolidated revenue was $13.6 million, compared to $15.0 million in the prior year quarter. The decrease in consolidated revenue of $1.4 million was driven by a reduction of $4.8 million in legacy Digital Cinema equipment sales, as that business winds down and becomes fully monetized, partially offset by Streaming revenue growth. Excluding Digital Cinema results, revenues increased by 38% versus the prior year quarter;

 

Adjusted EBITDA was negative $2.2 million in the current year quarter, compared to positive Adjusted EBITDA of $5.5 million in the prior year quarter due mainly to the reduction in legacy Digital Cinema equipment sales and fees;

 

Net loss of $6.1 million, or $(0.03) per share, compared to net income of $5.1 million or $0.03 per share in the prior year quarter. This was driven by the reduction in legacy Digital Cinema equipment sales and also included a non-operating charge of $1.3 million for the Company’s investment in A Metaverse Company (f/k/a Starrise Media Holdings Ltd.).

 

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Key Business Highlights During the Quarter:

 

Total streaming minutes in the quarter rose to approximately 2.31 billion, up 68.7% over the prior year quarter;

 

Cinedigm’s total ad-supported streaming audience, including web, mobile, social and connected TV increased to approximately 89.6 million monthly viewers, up 298% over the prior year quarter;

 

Total subscribers to the Company’s subscription video streaming services increased to approximately 984,000, representing an increase of 45% over the prior year quarter.

 

Outlook and Key Growth Initiatives

 

The rollout of Cineverse, Cinedigm’s flagship streaming service which exemplifies the Company’s long-term channel strategy, will contribute a new ad-supported revenue driver as well as consolidated access and cross-promotion of all the Company’s streaming properties and content library.

 

The aggressive expansion of Cinedigm’s high-margin Podcast Network, with a goal of more than 100 podcasts under distribution and 50 million monthly downloads within 24 months.

 

The launch of the Company’s direct ad sales initiative, Cinedigm Advertising Solutions, which enables the Company to capture even more of the upside in the still exploding ad-supported streaming business.

 

The rollout of the Company’s next generation of Matchpoint will provide Cinedigm with increased opportunities to scale streaming distribution via greater automation, provide greater business intelligence and timely financial insights. It will create greater revenue opportunities via SaaS sales and allow us to establish a new line of business for content aggregation.

 

Cinedigm’s multi-year investments in technology, streaming channels and content make these initiatives possible. They leverage our dramatically scaled-up asset and operating base and carry minimal additional overhead and working capital requirements.

 

The Company Reiterates Its Long-Term Growth Goals for The Next 2-4 Years: 

 

Targeting at least 50% annual revenue growth in streaming; 

 

Growing annual revenue to $150 million through both organic and acquired revenue; 

 

Growing the content library to 75,000 titles. 

 

The Company has already achieved its previously stated goals of obtaining 40 million monthly viewers and attaining engagement of one billion connected TV minutes. As a result of achieving these growth goals one year earlier than anticipated, the Company is currently in the process of resetting these targets. 

 

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Conference Call

 

Cinedigm will host a conference call and webcast to discuss these results on Tuesday, August 16, 2022 at 12:00pm ET / 9:00am PT.

 

Investors may access a live webcast of the call on the Company’s website at https://investor.cinedigm.com/events-and-presentations or by dialing 1-833-927-1758 within North America or +1-929-526-1599 from international locations using access code 457761 to be connected to the call. Participants should dial in at least 10 minutes prior to the start of the call.

 

A replay of the webcast will be available on the Company’s website at https://investor.cinedigm.com/events-and-presentations approximately one hour after the conference call concludes.

 

###

 

About Cinedigm

 

For over 20 years, Cinedigm (NASDAQ: CIDM) has led the digital transformation of the entertainment industry. Today, Cinedigm entertains consumers around the globe by providing premium feature film and television series, enthusiast streaming channels and technology services to the world’s largest media, retail, and technology companies. As a leader in the streaming industry, Cinedigm continues its legacy as an innovator through its adoption of next-generation technologies, such as artificial intelligence and machine learning, through its proprietary, highly scalable Matchpoint® technology platform. For more information, visit www.cinedigm.com.

 

Safe Harbor Statement

 

Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of Cinedigm officials during presentations about Cinedigm, along with Cinedigm’s filings with the Securities and Exchange Commission, including Cinedigm’s registration statements, quarterly reports on Form 10-Q and annual report on Form 10-K, are “forward-looking’’ statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act’’). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as “expects,” “anticipates,’’ “intends,’’ “plans,’’ “could,” “might,” “believes,’’ “seeks,” “estimates’’ or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings, or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by Cinedigm’s management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties, and assumptions about Cinedigm, its technology, economic and market factors, and the industries in which Cinedigm does business, among other things. These statements are not guarantees of future performance, and Cinedigm undertakes no specific obligation or intention to update these statements after the date of this release.

 

For additional information:

 

Investor Relations Contact:

High Touch Investor Relations

[email protected]

 

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CINEDIGM CORP.

CONSOLIDATED BALANCE SHEETS

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

 

   June 30,
2022
   March 31,
2022
 
ASSETS        
Current assets        
Cash and cash equivalents  $11,519   $13,062 
Accounts receivable, net of allowance of $2,605 and $2,921, respectively   25,215    30,843 
Inventory   129    116 
Unbilled revenue   2,597    2,349 
Prepaid and other current assets   4,621    5,793 
           
Total current assets   44,081    52,163 
Equity investment in A Metaverse Company, a related party, at fair value   5,772    7,028 
Property and equipment, net   1,865    1,980 
Operating lease right-of use assets, net   680    749 
Intangible assets, net   19,290    20,034 
Goodwill   21,084    21,084 
Other long-term assets   1,451    1,598 
Total assets  $94,223   $104,636 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Accounts payable and accrued expenses  $46,450   $52,025 
Current portion of deferred consideration on purchase of business   3,449    3,432 
Current portion of earnout consideration on purchase of business   1,188    1,081 
Operating lease liabilities   193    258 
Current portion of deferred revenue   371    196 
           
Total current liabilities   51,651    56,992 
Deferred consideration on purchase – net of current portion   5,379    5,600 
Earnout consideration on purchase – net of current portion   627    603 
Operating lease liabilities, net of current portion   489    491 
Other long-term liabilities   86    - 
           
Total liabilities   58,232    63,686 
Commitments and contingencies          
Stockholders’ Equity          
Preferred stock, 15,000,000 shares authorized; Series A 10% - $0.001 par value per share; 20 shares authorized; 7 shares issued and outstanding at June 30, 2022 and March 31, 2022. Liquidation preference of $3,648   3,559    3,559 
Common stock, $0.001 par value; Class A stock 275,000,000 and 275,000,000 shares authorized at June 30, 2022 and March 31, 2022, respectively, 176,737,459 and 176,629,435 shares issued and 175,421,608 and 175,313,584 shares outstanding at June 30, 2022 and March 31, 2022, respectively.   174    174 
Additional paid-in capital   523,669    522,601 
Treasury stock, at cost; 1,315,851 and 1,315,851 Class A common shares at June 30, 2022 and March 31, 2022, respectively.   (11,608)   (11,608)
Accumulated deficit   (478,403)   (472,310)
Accumulated other comprehensive loss   (115)   (163)
Total stockholders’ equity of Cinedigm Corp.   37,276    42,253 
Deficit attributable to noncontrolling interest   (1,285)   (1,303)
Total equity   35,991    40,950 
Total liabilities and equity  $94,223   $104,636 

 

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CINEDIGM CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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

 

   Three Months Ended
June 30,
 
   2022   2021 
Revenues  $13,590   $15,015 
Costs and expenses:          
Direct operating (excludes depreciation and amortization shown below)   7,356    4,631 
Selling, general and administrative   9,815    6,043 
 Bad debt expense   3    71 
Depreciation and amortization of property and equipment   256    649 
Amortization of intangible assets   744    847 
Total operating expenses   18,174    12,241 
Income (loss) from operations   (4,584)   2,774 
Interest expense, net   (133)   (144)
Gain on forgiveness of PPP loan and extinguishment of note payable   -    2,178 
Change in fair value of equity investment in A Metaverse Company, a related party   (1,256)   334 
Other expense, net   (14)   (11)
Income (loss) before income taxes   (5,987)   5,131 
Income tax benefit   -    63 
Net income (loss)   (5,987)   5,194 
Net loss attributable to noncontrolling interest   (18)   (7)
Net income (loss) attributable to controlling interests   (6,005)   5,187 
Preferred stock dividends   (88)   (89)
Net income (loss) attributable to common stockholders  $(6,093)  $5,098 
Net income (loss) per Class A common stock attributable to common stockholders - basic:  $(0.03)  $0.03 
Weighted average number of Class A common stock outstanding: basic   175,420,421    167,940,285 
Net income (loss) per Class A common stock attributable to common stockholders - diluted:  $(0.03)  $0.03 
Weighted average number of Class A common stock outstanding: diluted   175,420,421    171,257,356 

 

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Adjusted EBITDA

 

We define Adjusted EBITDA to be earnings before interest, taxes, depreciation and amortization, other income, net, stock-based compensation and expenses, merger and acquisition costs, restructuring, transition and acquisitions expense, net, goodwill impairment and certain other items.

 

Adjusted EBITDA is not a measurement of financial performance under GAAP and may not be comparable to other similarly titled measures of other companies. We use Adjusted EBITDA as a financial metric to measure the financial performance of the business because management believes it provides additional information with respect to the performance of its fundamental business activities. For this reason, we believe Adjusted EBITDA will also be useful to others, including its stockholders, as a valuable financial metric.

 

We present Adjusted EBITDA because we believe that Adjusted EBITDA is a useful supplement to net income (loss) from continuing operations as an indicator of operating performance. We also believe that Adjusted EBITDA is a financial measure that is useful both to management and investors when evaluating our performance and comparing our performance with that of our competitors. We also use Adjusted EBITDA for planning purposes and to evaluate our financial performance because Adjusted EBITDA excludes certain incremental expenses or non-cash items, such as stock-based compensation charges, that we believe are not indicative of our ongoing operating performance.

 

We believe Adjusted EBITDA is a performance measure and not a liquidity measure, and therefore a reconciliation between net loss from continuing operations and Adjusted EBITDA has been provided in the financial results. Adjusted EBITDA should not be considered as an alternative to income from operations or net loss from continuing operations as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of liquidity. In addition, Adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. We do not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

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Following is the reconciliation of our consolidated net loss to Adjusted EBITDA:

 

   For the Three Months Ended
June 30,
 
($ in thousands)  2022   2021 
Net income (loss)  $(5,987)  $5,194 
Add Back:          
Income tax (income) expense   -    (63)
Depreciation and amortization of property and equipment   256    649 
Amortization of intangible assets   744    847 
(Gain) Loss on extinguishment of note payable   -    (2,178)
Interest expense, net   133    144 
Intangible impairment   -    - 
Change in fair value on equity investment in Metaverse   1,256    (334)
Other expense, net   396    173 
Recovery of doubtful accounts   3    71 
Stock-based compensation and expenses   980    983 
Net income (loss) attributable to noncontrolling interest   (18)   (7)
Adjusted EBITDA  $(2,237)  $5,479 
           
Adjustments related to the Cinema Equipment Business          
Depreciation and amortization of property and equipment   (117)  $(507)
Amortization of intangible assets   -    - 
Stock-based compensation and expenses   -    - 
Other expense   (11)   (11)
Recovery of doubtful accounts   (3)   (27)
Income from operations   11    (4,912)
Adjusted (negative EBITDA) from Content & Entertainment Business and Corporate  $(2,357)  $22 

 

 

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