Cineverse Corp 8-K/A, filed Jul 1, 2022

Cineverse Corp. (CNVS)

8-K/A 2022-07-01 For: 2022-06-27

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Added on April 10, 2026

About this 8-K/A

Cineverse Corp filed this 8-K/A on July 1, 2022, reporting on events of June 27, 2022.

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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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)

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

Exhibit No.		Description

99.1		Press Release, dated July 1, 2022, announcing Cinedigm Corp.’s corrected three and twelve months ended March 31, 2022 financial results.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	CINEDIGM CORP.

Dated: July 1, 2022	By:	/s/ Gary S. Loffredo
		Gary S. Loffredo
		President, Chief Operating Officer, General Counsel and Secretary

	March 31,
	2022			2021
ASSETS
Current assets
Cash and cash equivalents	$	13,062		$	16,849
Accounts receivable, net of allowance of $2,921 and $5,288, respectively		30,843			21,093
Inventory		116			166
Unbilled revenue		2,349			1,377
Prepaid and other current assets		5,793			3,657
Total current assets		52,163			43,142
Restricted cash		-			1,000
Equity investment in A Metaverse Company, a related party, at fair value		7,028			6,443
Property and equipment, net		1,980			3,500
Operating lease right-of use assets, net		749			100
Intangible assets, net		20,034			9,860
Goodwill		21,084			8,701
Other long-term assets		1,598			2,700
Total assets	$	104,636		$	75,446
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	52,025		$	46,627
Current portion of notes payable, including unamortized debt discount and debt issuance costs of $0 and $460, respectively		-			1,956
Current portion of notes payable, non-recourse including unamortized debt discount of $0 and $763, respectively		-			7,786
Current portion of deferred consideration on purchase of business		3,432			-
Current portion of earnout consideration on purchase of business		1,081			-
Operating lease liabilities		258			87
Current portion of deferred revenue		196			924
Total current liabilities		56,992			57,380
Note payable		-			2,152
Deferred consideration on purchase – net of current portion		5,600			-
Earnout consideration on purchase – net of current portion		603			-
Operating lease liabilities, net of current portion		491			13
Other long-term liabilities		-			19
Total liabilities		63,686			59,564
Commitments and contingencies
Stockholders’ Equity
Preferred stock, 15,000,000 shares authorized; Series A 10% - $0.001 par value per share; 20 shares authorized; 7 shares issued and outstanding at March 31, 2022 and 2021. Liquidation preference of $3,648		3,559			3,559
Common stock, $0.001 par value; Class A stock 275,000,000 and 200,000,000 shares authorized at March 31, 2022 and 2021, respectively, 176,629,435 and 167,542,404 shares issued and 175,313,584 and 166,228,568 shares outstanding at March 31, 2022 and 2021, respectively.		174			164
Additional paid-in capital		522,601			499,272
Treasury stock, at cost; 1,315,851 and 1,313,836 Class A common shares at March 31, 2022 and 2021, respectively.		(11,608	)		(11,603	)
Accumulated deficit		(472,310	)		(474,080	)
Accumulated other comprehensive loss		(163	)		(68	)
Total stockholders’ equity of Cinedigm Corp.		42,253			17,244
Deficit attributable to noncontrolling interest		(1,303	)		(1,362	)
Total equity		40,950			15,882
Total liabilities and equity	$	104,636		$	75,446

	Three Months Ended March 31,
	2022			2021
Revenues	$	16,852		$	8,265
Costs and expenses:
Direct operating (excludes depreciation and amortization shown below)		6,471			4,709
Selling, general and administrative		9,098			6,623
(Recovery) provision for doubtful accounts		(67	)		1
Intangible Impairment		1,968			-
Depreciation and amortization of property and equipment		309			713
Amortization of intangible assets		594			737
Total operating expenses		18,373			12,783
Income (loss) from operations		(1,521	)		(4,518	)
Interest expense, net		(78	)		(618	)
Loss on extinguishment of notes payable		-			(646	)
Changes in fair value of equity investment in A Metaverse Company, a related party		(868	)		(1,141	)
Intangible Impairment		-			-
Other expense, net		(69	)		(13	)
Loss from operations before income taxes		(2,536	)		(6,936	)
Income tax benefit (expense)		212			134
Net loss		(2,324	)		(6,802	)
Net income (loss) attributable to noncontrolling interest		(82	)		25
Net loss attributable to controlling interests		(2,406	)		(6,777	)
Preferred stock dividends		(175	)		(89	)
Net loss attributable to common stockholders	$	(2,581	)	$	(6,866	)
Net loss per Class A common stock attributable to common stockholders - basic and diluted:
Net loss attributable to common stockholders	$	(0.01	)	$	(0.05	)
Weighted average number of Class A common stock outstanding: basic and diluted		174,937,779			136,866,072

	For the Fiscal Year Ended March 31,
	2022			2021
Revenues	$	56,054		$	31,419
Costs and expenses:
Direct operating (excludes depreciation and amortization shown below)		20,894			16,103
Selling, general and administrative		29,551			21,870
Depreciation and amortization of property and equipment		1,734			4,404
Amortization of intangible assets		2,832			2,515
Intangible impairment		1,968			-
Total operating expenses		56,979			44,892
Loss from operations		(925	)		(13,473	)
Interest income, net		1			37
Interest expense		(356	)		(4,087	)
Changes in fair value of equity investment in Metaverse, a related party		585			(43,518	)
Income (loss) on extinguishment of note payable		2,178			(1,498	)
Other expense, net		-			(681	)
Net income (loss) from operations before income taxes		1,483			(63,220	)
Income tax benefit		788			315
Net income (loss)		2,271			(62,905	)
Net (loss) income attributable to noncontrolling interest		(59	)		85
Net income (loss) attributable to controlling interests		2,212			(62,820	)
Preferred stock dividends		(442	)		(356	)
Net income (loss) attributable to common stockholders	$	1,770		$	(63,176	)

Net income (loss) per Class A common stock attributable to common stockholders - basic:	$	0.01		$	(0.49	)
Weighted average number of Class A common stock outstanding: basic		170,643,623			127,787,379
Net income (loss) per Class A common stock attributable to common stockholders - diluted:	$	0.01		$	(0.49	)
Weighted average number of Class A common stock outstanding: diluted		173,827,870			127,787,379

	Three Months Ended March 31,
($ in thousands)	2022			2021
Net loss		(2,324	)		(6,802	)
Add Back:
Income tax (benefit) expense		(212	)		(134	)
Depreciation and amortization of property and equipment		309			713
Amortization of intangible assets		594			737
Loss on extinguishment of notes payable		-			646
Intangible Impairment		1,968			-
Interest expense, net		78			618
Changes in fair value on equity investment in A Metaverse Company		868			1,141
Other expense, net		188			(64	)
Recovery benefit of doubtful accounts		(67	)		(122	)
Stock-based compensation		2,209			720
Net loss attributable to noncontrolling interest		(82	)		25
Adjusted EBITDA	$	3,529		$	(2,522	)

Adjustments related to the Cinema Equipment Business
Depreciation and amortization of property and equipment		(159	)		(568	)
Amortization of intangible assets		-			-
Other expense, net		-			32
Stock-based compensation		-			73
Provision for doubtful accounts		(15	)		-
Income (loss) from operations		(5,632	)		406
Adjusted EBITDA from Content & Entertainment business and corporate segment	$	(2,277	)	$	(2,579	)