Cineverse Corp 10-Q for FY2026 Q1
Cineverse Corp. (CNVS)
About this 10-Q
Cineverse Corp filed this 10-Q on August 14, 2025, covering the quarter ended June 30, 2025 (FY2026 Q1).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $11.12M
- up 21.8% from $9.13M a year earlier
- Net loss
- $3.52M
- compared with a net loss of $3.05M a year earlier
- Diluted EPS
- -$0.21
- compared with -$0.20 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the fiscal period ended:
For the transition period from _____ to _____
Commission File Number:
(Exact name of registrant as specified in its charter)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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The |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
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Accelerated filer ☐ |
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Smaller reporting company |
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Emerging Growth Company |
☐ 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of August 8, 2025,
Cineverse Corp.
TABLE OF CONTENTS
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Item 1. |
1 |
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Condensed Consolidated Balance Sheets as of June 30 (Unaudited) and March 31, 2025 |
1 |
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2 |
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3 |
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4 |
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6 |
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Notes to the Condensed Consolidated Financial Statements (Unaudited) |
8 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
23 |
Item 4. |
28 |
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Item 1. |
29 |
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Item 1A. |
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Item 2. |
29 |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
30 |
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31 |
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1 PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Cineverse Corp.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
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As of |
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June 30, |
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March 31, |
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(Unaudited) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance for credit losses of $ |
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Content advances, net of allowance $ |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Content advances, net of current portion |
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Other long-term assets |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities |
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Accounts payable and accrued expenses |
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$ |
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$ |
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Line of credit |
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— |
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Current portion of deferred consideration on purchase of business |
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Current portion of operating lease liabilities |
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Deferred revenue |
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Total current liabilities |
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Operating lease liabilities, net of current portion |
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Other long-term liabilities |
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Total Liabilities |
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$ |
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$ |
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Stockholders’ Equity |
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Preferred stock, |
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Common Stock, $ |
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Additional paid-in capital |
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Treasury stock, at cost; |
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Accumulated deficit |
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( |
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Accumulated other comprehensive loss |
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Total stockholders’ equity of Cineverse Corp. |
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Deficit attributable to noncontrolling interest |
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Total equity |
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Total Liabilities and Equity |
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$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements
1
Cineverse Corp.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
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Three Months Ended |
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2025 |
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2024 |
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Revenues |
$ |
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$ |
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Costs and expenses |
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Direct operating |
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Selling, general and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Operating loss |
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Interest income (expense) |
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Other (expense) income, net |
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( |
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Net loss before income taxes |
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Income tax expense |
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Net loss |
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( |
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Net income attributable to noncontrolling interest |
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Net loss attributable to controlling interests |
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Preferred stock dividends |
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Net loss attributable to common stock holders |
$ |
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$ |
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Net loss per share attributable to common stock holders: |
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Basic |
$ |
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$ |
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Diluted |
$ |
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$ |
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Weighted average shares of Common Stock outstanding: |
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Basic and diluted |
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See accompanying Notes to Condensed Consolidated Financial Statements
2
Cineverse Corp.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
(In thousands)
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Three Months Ended |
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2025 |
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2024 |
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Net loss |
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$ |
( |
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$ |
( |
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Other comprehensive loss: |
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Foreign exchange translation |
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Net income attributable to noncontrolling interest |
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( |
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( |
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Comprehensive loss |
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$ |
( |
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$ |
( |
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See accompanying Notes to Condensed Consolidated Financial Statements
3
Cineverse Corp.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
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Three Months Ended June 30, |
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2025 |
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2024 |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
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$ |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Change in provision for credit losses |
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Amortization of debt issuance costs |
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Stock-based compensation |
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Interest (discount) expense for term loan |
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Barter transactions |
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Capitalized content |
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( |
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Internally developed software capitalization |
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Interest expense for deferred consideration and earnouts |
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Other |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Content advances |
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( |
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( |
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Other current and long-term assets |
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( |
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Employee retention tax credit |
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Accounts payable, accrued expenses, and other liabilities |
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( |
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( |
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Deferred revenue |
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( |
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( |
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Net cash used in operating activities |
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$ |
( |
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$ |
( |
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Cash flows from investing activities: |
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Expenditures for long-lived assets |
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( |
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( |
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Sale of equity investment securities |
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Net cash used in investing activities |
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$ |
( |
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$ |
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Cash flows from financing activities: |
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Proceeds from line of credit |
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Payments on line of credit |
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( |
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( |
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Payment of deferred consideration |
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( |
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Withholding taxes paid on restricted stock unit grants |
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( |
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At-the-market issuance fees |
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( |
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Cost to acquire treasury shares |
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( |
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Proceeds from the issuance of a term loan |
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Net cash provided by financing activities |
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$ |
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$ |
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Net change in cash and cash equivalents |
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( |
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( |
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Effect of exchange rate changes on cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements
4
Cineverse Corp.
SUPPLEMENTAL CASH FLOW INFORMATION AND DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITY
(Unaudited)
(In thousands)
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Three Months Ended |
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2025 |
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2024 |
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Cash interest paid |
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$ |
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$ |
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Lease liability related payments |
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$ |
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$ |
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Income taxes paid |
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$ |
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$ |
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Noncash investing and financing activities: |
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Issuance of Common Stock for settlement of deferred consideration |
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$ |
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$ |
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Bonus liability settled in stock |
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$ |
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$ |
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Accrued dividends on preferred stock |
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$ |
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$ |
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Issuance of Common Stock for payment of accrued preferred stock dividends |
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$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements
5
Cineverse Corp.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In thousands)
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Preferred Stock |
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Common Stock |
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Treasury |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Non |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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Interest |
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Total |
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Balances as of March 31, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Foreign exchange translation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of Common Stock for deferred consideration |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of Common Stock in connection with employee equity awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Treasury shares withheld for employee taxes |
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— |
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— |
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( |
) |
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— |
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( |
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— |
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— |
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— |
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( |
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— |
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( |
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Preferred stock dividends paid in Common Stock |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Preferred stock dividends accrued |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Balances as of June 30, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements
6
Cineverse Corp.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In thousands)
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Preferred Stock |
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Common Stock |
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Treasury |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Non |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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Interest |
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Total |
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Balances as of March 31, 2024 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Foreign exchange translation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Treasury stock acquired |
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— |
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— |
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( |
) |
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— |
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( |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Fees incurred in connection with ATM offering |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
) |
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— |
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( |
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Issuance of Common Stock for acquiree consideration |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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||||
Preferred stock dividends paid in Common Stock |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Preferred stock dividends accrued |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balances as of June 30, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
7
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. NATURE OF OPERATIONS AND LIQUIDITY
Cineverse Corp. (“Cineverse”, “us”, “our”, "we", and “Company” refers to Cineverse Corp. and its subsidiaries unless the context otherwise requires) was incorporated in Delaware on March 31, 2000.
Cineverse is a streaming technology and entertainment company with its core business operating as (i) a portfolio of owned and operated streaming channels with enthusiast fan bases; (ii) a large-scale global aggregator and full-service distributor of feature films and television programs; and (iii) a proprietary technology software-as-a-service platform for over-the-top (“OTT”) app development and content distribution through subscription video on demand ("SVOD"), dedicated ad-supported video on demand ("AVOD"), ad-supported streaming linear ("FAST") channels, social video streaming services, and audio podcasts. Our streaming channels reach audiences in several distinct ways: direct-to-consumer, through these major application platforms, and through third-party distributors of content on platforms.
The Company’s streaming technology platform, known as Matchpoint™ , is a software-based streaming operating platform which provides clients with AVOD, SVOD, transactional video on demand ("TVOD") and linear capabilities, automates the distribution of content, and features a robust data analytics platform.
We distribute products for major brands such as Hallmark, ITV, Nelvana, ZDF, Konami, NFL and Highlander, as well as international and domestic content creators, movie producers, television producers and other short-form digital content producers. We collaborate with producers, major brands and other content owners to market, source, curate and distribute quality content to targeted audiences through (i) existing and emerging digital home entertainment platforms, including but not limited to Apple iTunes, Amazon Prime, Netflix, Hulu, Xbox, Pluto, and Tubi, as well as (ii) physical goods, including DVD and Blu-ray Discs.
Our Class A common stock, par value $
Financial Condition and Liquidity
We have a history of net losses, and for the three months ended June 30, 2025, we had a net loss attributable to Common Stock holders in the amount of $
The Company is party to a Loan, Guaranty, and Security Agreement, as amended on
As of June 30, 2025, $
On May 3, 2024, the Company entered into a sales agreement (the “2024 Sales Agreement”) with A.G.P./Alliance Global Partners and The Benchmark Company, LLC (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agents, shares of Common Stock. Shares of Common Stock may be offered and sold for an aggregate offering price of up to $
8
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2023 and declared effective by the SEC on January 25, 2024, and other customary closing conditions. The Company will pay the Sales Agents a commission of
The Company will continue to invest in content development and acquisitions, from which it believes it will obtain an appropriate return on its investment. As of June 30 and March 31, 2025, short-term content advances were $
Our capital requirements will depend on many factors, and we may need to use existing capital resources and/or undertake equity or debt offerings, if necessary and opportunistically available, for further capital needs. We believe our cash and cash equivalents and availability under our Line of Credit Facility as of June 30, 2025 will be sufficient to support our operations for at least twelve months from the filing of this report.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying interim Condensed Consolidated Financial Statements of Cineverse Corp. have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2024. These Condensed Consolidated Financial Statements are unaudited and have been prepared by the Company following the rules and regulations of the SEC.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations; however, the Company believes the disclosures are adequate to make the information presented not misleading. Certain columns and rows may not foot due to the use of rounded numbers.
The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025. Interim results are not necessarily indicative of the results for a full year.
We own an
Use of Estimates
The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Significant items subject to such estimates and assumptions include revenue recognition, allowance for credit losses, returns and recovery reserves, goodwill and intangible asset impairments, share-based compensation expense, valuation allowance for deferred income taxes and amortization of intangible assets. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On a regular basis, the Company evaluates these
9
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Accounting Policies
There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025.
Segment Reporting
The Company manages its operations and its business in
Reclassifications
Certain amounts have been reclassified to conform to the current presentation.
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.
Property and Equipment, Net
Property and equipment, net 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 |
|
|
Internal use software |
|
|
Machinery and equipment |
|
|
Furniture and fixtures |
|
We capitalize costs associated with software developed or obtained for internal use when the preliminary project stage is completed, and it is determined that the software will provide significantly enhanced capabilities and modifications. These capitalized costs are included in property and equipment, net and include external direct cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with, and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended use. Once the software is ready for its intended use, the costs are amortized over the useful life of the software. Post-configuration training and maintenance costs are expensed as incurred. We amortize internal-use software over its estimated useful life on a straight-line basis.
Intangible Assets, Net
Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested annually for impairment or sooner if a triggering event occurs.
10
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Amortization lives of intangible assets are as follows:
Content Library |
|
|
Tradenames, Trademarks and Patents |
|
|
Customer Relationships |
` |
|
Advertiser Relationships and Channel |
|
|
Software |
|
|
Capitalized Content |
|
|
Supplier Agreements |
|
The Company’s intangible assets included the following (in thousands):
|
|
As of June 30, 2025 |
|
|||||||||
|
|
Cost Basis |
|
|
Accumulated |
|
|
Net |
|
|||
Content Library |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Advertiser Relationships and Channel |
|
|
|
|
|
( |
) |
|
|
|
||
Customer Relationships |
|
|
|
|
|
( |
) |
|
|
|
||
Software |
|
|
|
|
|
( |
) |
|
|
|
||
Tradenames, Trademarks and Patents |
|
|
|
|
|
( |
) |
|
|
|
||
Capitalized Content |
|
|
|
|
|
( |
) |
|
|
|
||
Total Intangible Assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
During the three months ended June 30, 2025 and 2024, the Company had amortization expense of $
|
|
As of March 31, 2025 |
|
|||||||||
|
|
Cost Basis |
|
|
Accumulated |
|
|
Net |
|
|||
Content Library |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Advertiser Relationships and Channel |
|
|
|
|
|
( |
) |
|
|
|
||
Customer Relationships |
|
|
|
|
|
( |
) |
|
|
|
||
Software |
|
|
|
|
|
( |
) |
|
|
|
||
Tradenames, Trademarks and Patents |
|
|
|
|
|
( |
) |
|
|
|
||
Capitalized Content |
|
|
|
|
|
( |
) |
|
|
|
||
Total Intangible Assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
Total |
|
|
In-process intangible assets |
|
$ |
|
|
Remainder of fiscal year 2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
Capitalized Content
The Company capitalizes direct costs incurred in the production of content from which it expects to generate a return over the anticipated useful life and the Company’s predominant monetization strategy informs the method of
11
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
amortizing these deferred costs. The determination of the predominant monetization strategy is made at commencement of the production or license period and the classification of the monetization strategy as individual or group only changes if there is a significant change to the title’s monetization strategy relative to its initial assessment. The costs are capitalized to the Capitalized Content costs within Intangible Assets and are amortized as a group within Depreciation and Amortization within the Condensed Consolidated Statements of Operations.
Impairment of Long-lived and Finite-lived Intangible 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. There were
Goodwill
Goodwill is the excess of the purchase price paid over the fair value of the net assets of an acquired business. Goodwill is tested for impairment on an annual basis or more often if warranted by events or changes in circumstances indicating that the carrying value may exceed fair value, also known as impairment indicators.
Inherent in the fair value determination for each reporting unit are certain judgments and estimates relating to future cash flows, including management’s interpretation of current economic indicators and market conditions, and assumptions about our strategic plans with regard to its operations. To the extent additional information arises, market conditions change, or our strategies change, it is possible that the conclusion regarding whether our remaining goodwill is impaired could change and result in future goodwill impairment charges that will have a material effect on our consolidated financial position or results of operations.
The Company has the option to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or to perform the quantitative impairment test. The Company annually assesses goodwill for potential impairment during its fourth fiscal quarter, or sooner if events occur or circumstances would indicate it would be more likely than not that fair value would be reduced below its carrying amount.
Fair Value Measurements
The fair value measurement disclosures are grouped into three levels based on valuation factors:
There were no assets and liabilities carried at fair value as of June 30, 2025.
Content Advances
Content advances represent amounts prepaid to studios or content producers for which we provide content distribution services. We evaluate advances regularly for recoverability and record a provision for amounts that we
12
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
expect may not be recoverable. Amounts which are expected to be recovered in more than 12 months are classified as long term and presented within content advances, net of current portion, which were $
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following (in thousands):
|
|
As of |
|
|||||
|
|
June 30, |
|
|
March 31, |
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Amounts due to producers |
|
|
|
|
|
|
||
Accrued compensation and benefits |
|
|
|
|
|
|
||
Accrued other expenses |
|
|
|
|
|
|
||
Total Accounts Payable and Accrued Expenses |
|
$ |
|
|
$ |
|
||
Deferred Consideration
The Company has recognized a liability related to a deferred consideration arrangement related to the acquisitions of FoundationTV ("FTV") and Digital Media Rights ("DMR"). These payments are fixed in nature and are due to the seller of the respective company. The Company initially recognized the liability at fair value at the time of acquisition and has since recognized interest expense related to accretion in advance of the ultimate settlement.
The deferred consideration related to the acquisition of DMR was payable in either shares of Common Stock or cash, at the Company's discretion and subject to certain conditions. The final deferred consideration payment of $
The deferred consideration related to the FTV acquisition was $
Revenue Recognition
Payment terms and conditions vary by customer and typically provide net 30-to-90 day terms. We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less.
The following tables present the Company’s disaggregated revenue by source (in thousands):
|
For the Three Months Ended |
|
|||||
|
2025 |
|
|
2024 |
|
||
Streaming and digital |
$ |
|
|
$ |
|
||
Podcast and other |
|
|
|
|
|
||
Base distribution |
|
|
|
|
|
||
Other non-recurring |
|
|
|
|
|
||
Total Revenue |
$ |
|
|
$ |
|
||
The Company's Streaming and digital revenue pertains to its OTT business, including the licensing, service, advertising, and subscription revenue related to the Company's streaming business and partnerships. Base distribution revenue relates to non-streaming revenue, including Theatrical revenue and the sale of DVDs. Podcast and other revenue primarily relate to the Company's Bloody Disgusting Podcast Network. As the Company satisfies
13
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
its performance obligations from these revenue sources, whether relating to the delivery of digital content, physical goods, or licensing, revenue is generally measured at a point in time.
The Company follows the five-step model established by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from contracts with customers ("ASC 606") when preparing its assessment of revenue recognition.
Principal Agent Considerations
Revenue earned from the delivery of digital content and physical goods may be recognized gross or net depending on the terms of the arrangement. We determine whether revenue should be reported on a gross or net basis based on each revenue stream. Key indicators that we use in evaluating gross versus net treatment include, but are not limited to, the following:
Shipping and Handling
Shipping and handling costs are incurred to move physical goods (e.g., DVDs and Blu-ray Discs) to customers. We recognize all shipping and handling costs as an expense in direct operating expenses because we are responsible for delivery of the product to our customers prior to transfer of control to the customer.
Credit Losses
We maintain reserves for expected credit losses on accounts receivable primarily on a specific identification basis. 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.
W
A summary of the movements of our allowances for credit losses for the three months ended June 30, 2025 (in thousands):
Allowance for credit losses as of March 31, 2025 |
|
$ |
|
|
Increase in estimated provision |
|
|
|
|
Allowance for credit losses as of June 30, 2025 |
|
$ |
|
Contract Liabilities
We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment, and we record deferred revenue (contract liability) when cash payments are received or due in advance of our performance, such as the sale of DVDs with future release dates, even if amounts are refundable. Amounts recorded as contract liabilities are generally not long-term in nature.
The ending deferred revenue balance, including current and non-current balances as of June 30 and March 31, 2025, was $
14
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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.
Concentrations
For the three months ended June 30, 2025 and 2024,
Direct Operating Expenses
Direct operating expenses consist of cost of revenue, fulfillment expenses, shipping costs, property taxes and insurance on systems, royalty expenses, reserves against advances and marketing and direct personnel costs.
Stock-based Compensation
The Company issues stock-based awards to employees and non-employees, generally in the form of restricted stock, restricted stock units and awards, stock appreciation rights ("SARs") and performance stock units ("PSUs"). The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments, including grants of stock options and restricted stock units and modifications to existing stock options, to be recognized in the Condensed Consolidated Statements of Operations and Comprehensive Loss based on their fair values. The Company measures the compensation expense of employee and non-employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. That cost is recognized on a straight-line basis over the period during which the employee or non-employee is required to provide service in exchange for the award. The fair values of options and SARs are calculated as of the date of grant using the Black-Scholes option pricing model based on key assumptions such as stock price, expected volatility, risk-free rate and expected term. The Company’s estimates of these assumptions are primarily based on the trading price of the Company’s stock, historical data, peer company data and judgment regarding future trends and factors. Forfeitures are recognized as they occur.
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 basis.
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 and India.
The Company accounts for uncertain tax positions in accordance with an amendment to FASB ASC Topic 740-10, Income Taxes (Accounting for Uncertainty in Income Taxes), which clarified the accounting for uncertainty in tax positions. This amendment provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if the position is “more-likely-than-not” to be sustained were it to be challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. If an uncertain tax position meets the “more-likely-than-not” threshold, the largest amount of tax benefit that is more than 50% likely to be recognized upon ultimate
15
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
settlement with the taxing authority is recorded. The Company had no uncertain tax positions as of June 30, 2025 and March 31, 2025.
Recently Issued Accounting Pronouncements
The Company evaluates all Accounting Standard Updates ("ASUs") issued but not yet effective by Financial Accounting Standards Board (“FASB”) for consideration of their applicability. ASU's not included in the Company's disclosures were assessed and determined to be not applicable and material to the Company's consolidated financial statements or disclosures.
In December 2023, the FASB issued ASU 2023-09, "Income Taxes - Improvements to Income Tax Disclosures. (Topic 740)" On an annual basis, this update requires the disclosure of specific tax categories in the rate reconciliation and provides additional information for reconciling items that meet a quantitative threshold. The Company is adopting this update for its December 31, 2025 year end disclosure.
In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income- Expense Disaggregation Disclosures (Topic 220)", requiring all public business entities to provide additional disclosure of the nature of expenses include in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, on a prospective basis, with early adoption permitted. We are currently evaluating the impact on our financial statement disclosures.
3. SEGMENT INFORMATION
The Company operates as a reportable segment. The Company’s CODM, its , reviews financial information on a consolidated basis to make operating decisions, assess financial performance, and allocate resources.
16
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
For Three Months Ended, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Revenues |
|
$ |
|
|
$ |
|
||
Less: |
|
|
|
|
|
|
||
Royalty expense |
|
|
|
|
|
|
||
License, participation and technology costs |
|
|
|
|
|
|
||
Other direct operating costs |
|
|
|
|
|
|
||
Compensation and related |
|
|
|
|
|
|
||
Professional services |
|
|
|
|
|
|
||
Advertising and marketing |
|
|
|
|
|
|
||
Other general and administrative |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Total operating expenses |
|
|
|
|
|
|
||
Operating loss |
|
|
( |
) |
|
|
( |
) |
Interest income (expense) |
|
|
|
|
|
( |
) |
|
Other (expense) income, net |
|
|
( |
) |
|
|
|
|
Net loss before income taxes |
|
|
( |
) |
|
|
( |
) |
Income tax expense |
|
|
( |
) |
|
|
( |
) |
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
4. OTHER INTERESTS
Investment in CDF2 Holdings
We indirectly own
CDF2 Holdings is a Variable Interest Entity (“VIE”), as defined in FASB ASC Topic 810, Consolidation (“ASC 810”). 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.
As of June 30 and March 31, 2025, 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 was $
The accompanying Condensed Consolidated Statements of Operations includes digital cinema servicing revenue from CDF2 Holdings in the amount of $
Total Stockholders’ Deficit of CDF2 Holdings as of June 30 and March 31, 2025 was $
CONtv
We own an
17
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Roundtable
On March 15, 2022, the Company entered into a stock purchase agreement with Roundtable Entertainment Holdings, Inc. (“Roundtable”) pursuant to which the Company purchased
5. STOCKHOLDERS’ EQUITY
Common Stock
As of June 30 and March 31, 2025, the number of shares of Common Stock authorized for issuance was
During the three months ended June 30, 2025, the Company issued
During the three months ended June 30, 2024, the Company issued
comprised of
to former owners of an acquired entity.
Common Stock Warrants
As of June 30 and March 31, 2025, the number of warrants exercisable for shares of Common Stock was
Preferred Stock
Cumulative dividends in arrears on Series A Preferred Stock were $
Treasury Stock
We have treasury stock of
Equity Incentive Plans
Stock Based Compensation Awards
The Company has issued awards under two plans, the 2000 Equity Incentive Plan (the “2000 Plan”) and the 2017 Equity Incentive Plan (the “2017 Plan").
18
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Awards issued under our 2000 Plan were permitted to be issued to employees, outside directors or consultants in any of the following forms (or a combination thereof) (i) stock option awards; (ii) SARs; (iii) stock or restricted stock or restricted stock units; or (iv) performance awards. The 2000 Plan provided for the granting of incentive stock options (“ISOs”) with exercise prices not less than the fair market value of Common Stock on the date of grant. ISOs granted to shareholders having more than
In August 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 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
During the three months ended June 30, 2025,
During the three months ended June 30, 2025, the Company issued
During the three months ended June 30, 2025,
6. Earnings per Share
Basic net income (loss) per share is computed by dividing the net income (loss) attributable to Common Stock holders, adjusted for by the deemed earnings attributable to participating common warrant holders, by the weighted average number of shares of Common Stock outstanding during the period.
Diluted net income (loss) per share is computed by dividing the net income (loss) available to Common Stock holders by the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include restricted stock units, stock options and warrants outstanding during the period, and are calculated using the treasury stock method. Potentially dilutive common shares are excluded from the computations of diluted income (loss) per share if their effect would be anti-dilutive. A net loss available to Common Stock holders causes all potentially dilutive securities to be anti-dilutive and are not included.
The following table sets forth the computation of basic and diluted earnings per share and a reconciliation of the
weighted average number of common and common equivalent shares outstanding:
19
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
For the Three Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Numerator (in thousands): |
|
|
|
|
|
|
||
Net loss attributable to Common Stock holders |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Denominator: |
|
|
|
|
|
|
||
Weighted average shares of Common Stock - basic |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Earnings per share: |
|
|
|
|
|
|
||
Basic and Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
The following common equivalent shares outstanding at period-end have been excluded from the computation of earnings per share, as their inclusion would have been anti-dilutive:
|
|
For the Three Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Options to purchase common stock |
|
|
|
|
|
|
||
Stock appreciation rights |
|
|
|
|
|
|
||
Warrants to purchase common stock |
|
|
|
|
|
|
||
Restricted stock units and awards |
|
|
|
|
|
|
||
7
Line of Credit Facility
The Company is party to a Loan, Guaranty, and Security Agreement, as amended on
During the three months ended June 30, 2025 and 2024, the Company had interest expense, including cash interest and amortization, of $
Term Loan
On April 5, 2024, Cineverse Terrifier LLC ("T3 Borrower"), a wholly-owned subsidiary of the Company, entered into a Loan and Security Agreement with BondIt LLC ("T3 Lender") and the Company, as guarantor (the "T3 Loan Agreement").
The T3 Loan Agreement provides for a term loan with a principal amount not to exceed $
20
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Loan Agreement were used for the funding under the Company’s distribution arrangements for the film titled Terrifier 3 (the “Film”). The T3 Loan Agreement contains customary covenants, representation and warranties and events of default.
After the principal of the T3 Loan is paid in full, the T3 Lender will be entitled to receive
Subsequent to June 30, 2025, the Company negotiated a reduction to the accrued Participation Interest of $
8. COMMITMENTS AND CONTINGENCIES
Leases
Cineverse is a virtual company that operates without domestic operating leases. The Company previously maintained
The Company recognized $
The table below presents the lease-related assets and liabilities recorded on our Consolidated Balance Sheets (in thousands):
|
|
|
|
As of |
|
|||||
|
|
Classification on the Balance Sheet |
|
June 30, |
|
|
March 31, |
|
||
Assets |
|
|
|
|
|
|
|
|
||
Noncurrent |
|
Other long-term assets |
|
$ |
|
|
$ |
|
||
Liabilities |
|
|
|
|
|
|
|
|
||
Current |
|
Operating leases liabilities |
|
|
|
|
|
|
||
Noncurrent |
|
Operating leases liabilities, net of current |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||||
21
CINEDIGM CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The table below presents the annual gross undiscounted cash flows related to the Company's operating lease commitments (in thousands):
Fiscal year ending March 31, |
Operating Lease Commitments |
|
|
2025 (remainder of the fiscal year) |
$ |
|
|
2026 |
|
|
|
2027 |
|
|
|
Thereafter |
|
— |
|
Total lease payments |
$ |
|
|
Less imputed interest |
|
( |
) |
Total |
$ |
|
|
For leases which have a term of twelve months or less and do not contain an option to extend which the Company is reasonably certain to extend the term, the Company has elected to not apply the recognition provisions of FASB ASC Topic 842, Leases ("ASC 842") and recognizes these expenses on a straight-line basis over the term of the agreement.
9
We calculate income tax expense based upon an annual effective tax rate forecast, which includes estimates and assumptions. We recognized income tax expense of $
We have recorded income tax expense of $
Our effective tax rate for the three months ended June 30, 2025 and 2024 was (
On July 4, 2025, the President signed the One Big Beautiful Bill Act (“OBBBA”; Pub. L. 119-21) into law. The Act introduces significant changes to the Internal Revenue Code, several of which are expected to affect the Company’s future effective tax rate.
OBBBA retains the
Because enactment occurred after June 30, 2025, the provisions are treated as a non-recognized subsequent event under ASC 740-10-45-15. No measurement adjustments have been recorded in our Condensed Consolidated Financial Statements.
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our historical Condensed Consolidated Financial Statements and the related notes included elsewhere in this report.
This report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “estimates,” and similar words. Forward-looking statements represent, as of the date of this report, our judgment relating to, among other things, future results of operations, growth plans, sales, capital requirements and general industry and business conditions applicable to us. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
Business Overview
Cineverse Corp. (“Cineverse”, “us”, “our”, "we", and “Company” refers to Cineverse Corp. and its subsidiaries unless the context otherwise requires) was incorporated in Delaware on March 31, 2000.
The Company has a long legacy in using technology to transform the entertainment industry and played a pioneering role in transitioning movie screens from traditional analog film prints to digital distribution. Over the past several years, Cineverse has transformed itself from being a digital cinema equipment and physical content distributor to a leading independent streaming company.
Cineverse is a streaming technology and entertainment company with its core business operating as (i) a portfolio of owned and operated streaming channels with enthusiast fan bases; (ii) a large-scale global aggregator and full-service distributor of feature films and television programs; and (iii) a proprietary technology software-as-a-service platform for over-the-top (“OTT”) app development and content distribution through subscription video on demand ("SVOD"), dedicated ad-supported video on demand ("AVOD"), ad-supported streaming linear ("FAST") channels, social video streaming services, and audio podcasts. Our streaming channels reach audiences in several distinct ways: direct-to-consumer, through these major application platforms, and through third-party distributors of content on platforms.
The Company’s streaming technology platform, known as Matchpoint™ , is a software-based streaming operating platform which provides clients with AVOD, SVOD, transactional video on demand ("TVOD") and linear capabilities, automates the distribution of content, and features a robust data analytics platform.
We distribute products for major brands such as Hallmark, ITV, Nelvana, ZDF, Konami, NFL and Highlander, as well as international and domestic content creators, movie producers, television producers and other short-form digital content producers. We collaborate with producers, major brands and other content owners to market, source, curate and distribute quality content to targeted audiences through (i) existing and emerging digital home entertainment platforms, including but not limited to Apple iTunes, Amazon Prime, Netflix, Hulu, Xbox, Pluto, and Tubi, as well as (ii) physical goods, including DVD and Blu-ray Discs.
Financial Condition and Liquidity
As of June 30, 2025, the Company has an accumulated deficit of $504.6 million and a working capital deficit of $(0.3) million. For the three months ended June 30, 2025, the Company had a net loss attributable to the Company's common stock, par value $0.001 per share (the "Common Stock") holders of $3.6 million. Net cash used in operating activities for the three months ended June 30, 2025 was $14.5 million, which included $1.2 million of incremental investment in our content portfolio via advances or minimum guarantee payouts. We may continue to generate net losses for the foreseeable future. Subsequent to June 30, 2025, 1.9 million warrants were exercised for net proceeds of $5.8 million.
The Company is party to a Loan, Guaranty, and Security Agreement, as amended on April 8, 2025, with East West Bank (the "Line of Credit Facility") providing for borrowings of up to $12.5 million and expandable to $15.0 million, guaranteed by substantially all of our material subsidiaries and secured by substantially all of our and our subsidiaries’ assets. The Line of
23
Credit Facility bears interest at a rate equal to 1.25% above the prime rate, equal to 8.75% as of June 30, 2025. The Line of Credit Facility matures on April 8, 2028. As of June 30, 2025, $3.6 million was outstanding on the Line of Credit Facility.
The Company will continue to invest in content development and acquisitions, from which it believes it will obtain an appropriate return on its investment. As of June 30 and March 31, 2025, short-term content advances were $5.2 million and $6.7 million, respectively, and content advances, net of current portion, were $5.9 million and $4.1 million, respectively.
Our capital requirements will depend on many factors, and we may need to use existing capital resources and/or undertake equity or debt offerings, if necessary and opportunistically available, for further capital needs. We believe our cash and cash equivalents and availability under our Line of Credit Facility as of June 30, 2025 will be sufficient to support our operations for at least twelve months from the filing of this report.
Critical Accounting Estimates
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our Condensed Consolidated Financial Statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, of the Notes to the Condensed Consolidated Financial Statements, included in Item 1, Condensed Consolidated Financial Statements (Unaudited), of this Quarterly Report on Form 10-Q. Management believes that these policies are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.
Results of Operations for the Three Months Ended June 30, 2025 and 2024 (Unaudited) (in thousands):
Revenue
|
|
For the Three Months Ended June 30, |
|
|
As a % of Revenue |
|
||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
||||||
Streaming and digital |
|
$ |
9,104 |
|
|
$ |
7,703 |
|
|
$ |
1,401 |
|
|
|
18 |
% |
|
|
82 |
% |
|
|
84 |
% |
Podcast and other |
|
|
989 |
|
|
|
1,043 |
|
|
|
(54 |
) |
|
|
(5 |
)% |
|
|
9 |
% |
|
|
11 |
% |
Base distribution |
|
|
1,024 |
|
|
|
351 |
|
|
|
673 |
|
|
|
192 |
% |
|
|
9 |
% |
|
|
4 |
% |
Other and non-recurring |
|
|
2 |
|
|
|
30 |
|
|
|
(28 |
) |
|
|
(93 |
)% |
|
|
— |
% |
|
|
— |
% |
Total Revenue |
|
$ |
11,119 |
|
|
$ |
9,127 |
|
|
$ |
1,992 |
|
|
|
22 |
% |
|
|
100 |
% |
|
|
100 |
% |
For the three months ended June 30, 2025, total revenue increased by $2.0 million, or 22%, as compared to the three months ended June 30, 2024. Streaming and digital revenue for the three months ended June 30, 2025 increased by $1.4 million, primarily driven by an increase of $0.5 million in subscriber revenue, $0.5 million in transaction revenue related to Terrifier 3 and $0.4 million of barter revenue.
The Company's $0.7 million increase in Base distribution revenue for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 was primarily driven by increased physical sales related to the DVD release for Terrifier 3.
Direct Operating Expenses
|
|
For the Three Months Ended June 30, |
|
|
As a % of Revenue |
|
||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
||||||
Direct operating expenses |
|
$ |
4,807 |
|
|
$ |
4,479 |
|
|
$ |
328 |
|
|
|
7 |
% |
|
|
43 |
% |
|
|
49 |
% |
24
The $0.3 million increase in Direct operating expenses for the three months ended June 30, 2025 was primarily driven by increased variable costs associated with the increase in revenue compared to the prior year quarter, primarily royalty and participation expenses and manufacturing, freight, and fulfillment charges.
Selling, General and Administrative Expenses
|
|
For the Three Months Ended June 30, |
|
|
As a % of Revenue |
|
||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
||||||
Compensation expense |
|
$ |
5,129 |
|
|
$ |
4,051 |
|
|
$ |
1,078 |
|
|
|
27 |
% |
|
|
46 |
% |
|
|
44 |
% |
Corporate expenses |
|
|
1,196 |
|
|
|
1,012 |
|
|
|
184 |
|
|
|
18 |
% |
|
|
11 |
% |
|
|
11 |
% |
Share-based compensation |
|
|
418 |
|
|
|
470 |
|
|
|
(52 |
) |
|
|
(11 |
)% |
|
|
4 |
% |
|
|
5 |
% |
Other operating expenses |
|
|
2,209 |
|
|
|
1,030 |
|
|
|
1,179 |
|
|
|
114 |
% |
|
|
20 |
% |
|
|
11 |
% |
Selling, General and Administrative |
|
$ |
8,952 |
|
|
$ |
6,563 |
|
|
$ |
2,389 |
|
|
|
36 |
% |
|
|
81 |
% |
|
|
72 |
% |
Selling, general and administrative expenses for the three months ended June 30, 2025 increased by $2.4 million compared to the prior year quarter. Compared to the three months ended June 30, 2024, compensation expense increased by $1.1 million due to increased headcount and other operating expenses increased $1.2 million primarily driven by increased marketing and legal costs associated with our increased theatrical offerings this year.
Depreciation and Amortization Expense
|
|
For the Three Months Ended June 30, |
|
|
As a % of Revenue |
|
||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
||||||
Amortization of intangible assets |
|
$ |
957 |
|
|
$ |
709 |
|
|
$ |
248 |
|
|
|
35 |
% |
|
|
9 |
% |
|
|
8 |
% |
Depreciation of property and equipment |
|
|
105 |
|
|
|
154 |
|
|
|
(49 |
) |
|
|
(32 |
)% |
|
|
1 |
% |
|
|
2 |
% |
Depreciation and Amortization |
|
$ |
1,062 |
|
|
$ |
863 |
|
|
$ |
199 |
|
|
|
23 |
% |
|
|
10 |
% |
|
|
9 |
% |
Depreciation and amortization expense increased $0.2 million compared to the prior year quarter primarily due to internally developed software assets being placed into service.
Interest expense, net
For the three months ended June 30, 2025, interest expense decreased by $0.7 million to $(0.3) million compared to the prior year quarter. The decrease is primarily the result of a lower average balance on the Line of Credit Facility during the quarter compared to the prior year quarter and a $0.4 million discount to accrued interest provided by the Terrifier 3 lender in return for an expedited final payment.
Adjusted EBITDA
We define Adjusted EBITDA to be earnings before interest, taxes, depreciation and amortization, stock-based compensation expense, 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 our 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.
25
We believe that Adjusted EBITDA is a performance measure and not a liquidity measure, and therefore a reconciliation between net income (loss) from continuing operations and Adjusted EBITDA has been provided in the financial results. Adjusted EBITDA should not be considered as an alternative to net income (loss) from 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 Condensed Consolidated Financial Statements prepared in accordance with GAAP.
Following is the reconciliation of our consolidated net (loss) income to Adjusted EBITDA (in thousands):
|
For the Three Months Ended |
|
|||||
|
2025 |
|
|
2024 |
|
||
Net loss |
$ |
(3,516 |
) |
|
$ |
(3,050 |
) |
Add Back: |
|
|
|
|
|
||
Income tax expense |
|
14 |
|
|
|
7 |
|
Depreciation and amortization (1) |
|
1,147 |
|
|
|
948 |
|
Interest (income) expense |
|
(278 |
) |
|
|
431 |
|
Stock-based compensation |
|
418 |
|
|
|
470 |
|
Other expense (income), net |
|
78 |
|
|
|
(166 |
) |
Net income attributable to noncontrolling interest |
|
(44 |
) |
|
|
(23 |
) |
Transition-related costs (2) |
|
47 |
|
|
|
27 |
|
Adjusted EBITDA |
$ |
(2,134 |
) |
|
$ |
(1,356 |
) |
(1) - Includes $85 thousand of amortization included in direct operating expenses on our Consolidated Statements of Operations for the three months ended June 30, 2025 and 2024
(2) - Primarily employee severance costs.
Cash Flow
Changes in our cash flows were as follows (in thousands):
|
|
For the Three Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net cash used in operating activities |
|
$ |
(14,524 |
) |
|
$ |
(2,344 |
) |
Net cash used in investing activities |
|
|
(16 |
) |
|
|
151 |
|
Net cash provided by financing activities |
|
|
2,568 |
|
|
|
925 |
|
Net Change in Cash and Cash Equivalents |
|
$ |
(11,972 |
) |
|
$ |
(1,267 |
) |
For the three months ended June 30, 2025, net cash used in operating activities was primarily driven by loss from operations, excluding non-cash expenses such as depreciation, amortization and stock-based compensation, and other changes in working capital. Specifically, the adjustments are primarily driven by net cash outflows related to content advances made to partners for which initial expenditures are generally recovered within six to twelve months and operating prepayments and a decrease in accounts payable and accrued expenses. Operating cash flows are typically seasonally lower during the first two fiscal quarters and higher during our fiscal third and fourth quarters, resulting from revenues earned during the holiday season.
Cash used in investing activities is primarily related to expenditures towards long-lived intangible and fixed assets.
Cash provided by financing activities are primarily driven by proceeds, net of payments, on the Line of Credit Facility.
For the three months ended June 30, 2024, net cash used in operating activities was primarily driven by loss from operations, excluding non-cash expenses such as depreciation, amortization, recovery for doubtful accounts and stock-based compensation, including capitalized content spend and other changes in working capital. Operating cash flows are typically seasonally lower
26
during the first two fiscal quarters and higher during our fiscal third and fourth quarters, resulting from revenues earned during the holiday season.
Off-balance sheet arrangements
We are not a party to any off-balance sheet arrangements other than as discussed in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, Basis of Presentation and Consolidation and Note 3 - Other Interests to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q, we hold a 100% equity interest in CDF2 Holdings, which is an unconsolidated variable interest entity (“VIE”), which wholly owns Cinedigm Digital Funding 2, LLC; however, we are not the primary beneficiary of the VIE.
27
ITEM 4. CONTROLS AND PROCEDURES
Definition and Limitations of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Evaluation of Disclosure Controls and Procedures
The management of the Company, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in the Exchange Act), as of June 30, 2025. Based on such evaluation, our principal executive officer and principal financial and accounting officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, on a timely basis, and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures as of June 30, 2025.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
28
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
There have been no material changes to the Risk Factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5.
The Company is planning to move its 2025 annual meeting of stockholders (the “2025 Annual Meeting”) ahead by more than
30 days of the date of the 2024 annual meeting of stockholders. The Company will provide details regarding the date, time,
location and matters to be voted on at the 2025 Annual Meeting in the Company’s proxy statement for the 2025 Annual
Meeting. In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (“Rule 14a-8”), and the
Amended and Restated Bylaws (the “Bylaws”) of the Company, the deadlines for the receipt of any stockholder proposals and
director nominations to be considered at the 2025 Annual Meeting are set forth below.
Rule 14a-8 Proposals Deadline. Any stockholder proposals intended for inclusion in the Company’s definitive proxy statement
for the 2025 Annual Meeting pursuant to Rule 14a-8 must be received at the Company’s principal executive office on or before
August 30, 2025 (which the Company believes is a reasonable time before it begins to print and send its proxy materials). Such
proposals also need to comply with the Securities and Exchange Commission stockholder proposal rules.
Advance Notice Proposals and Nominations. In addition, any stockholder seeking to nominate a director or to bring other
business before the 2025 Annual Meeting outside of Rule 14a-8 under the advance notice provisions included in the
Company’s Bylaws must provide timely notice, as set forth in the Bylaws. Specifically, written notice of any such proposed
business or nomination must be received by our Secretary at our principal executive offices not earlier than close of business
not earlier than the 120th day before prior to the annual meeting, or July 15, 2025, and not later than the close of business on
the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the date on which public
announcement of the date of such meeting is first made, or August 24, 2025. Any notice of proposed business or nomination
also must comply with the notice and other requirements set forth in our Bylaws and with any applicable law.
ITEM 6. EXHIBITS
The exhibits are listed in the Exhibit Index beginning on the following page herein.
29
EXHIBIT INDEX
Exhibit Number |
|
Description of Document |
31.1 |
|
|
31.2 |
|
|
32.1 |
|
|
32.2 |
|
|
101.INS |
|
Inline XBRL Instance Document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document. |
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
CINEVERSE CORP. |
|
|
|
|
Date: August 14, 2025 |
By: |
/s/ Christopher J. McGurk |
|
|
Christopher J. McGurk |
|
|
|
Date: August 14, 2025 |
By: |
/s/ Mark Lindsey |
|
|
Mark Lindsey |
31
EXHIBIT 31.1
CINEVERSE CORP.
CERTIFICATION
I, Christopher J. McGurk, certify that:
|
1. |
I have reviewed this Form 10-Q of Cineverse Corp.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 14, 2025 |
By: |
/s/ Christopher J. McGurk |
|
|
Christopher J. McGurk |
EXHIBIT 31.2
CINEVERSE CORP.
CERTIFICATION
I, Mark Lindsey, certify that:
|
1. |
I have reviewed this Form 10-Q of Cineverse Corp.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: |
August 14, 2025 |
|
By: |
/s/ Mark Lindsey |
|
|
|
|
Mark Lindsey |
|
|
|
|
Chief Financial Officer (Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Form 10-Q of Cineverse Corp. (the “Company”) for the period ended June 30, 2025 as filed with the SEC (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
Date: |
August 14, 2025 |
|
By: |
/s/ Christopher J. McGurk |
|
|
|
|
Christopher J. McGurk |
|
|
|
|
Chief Executive Officer and |
|
|
|
|
Chairman of the Board of Directors |
|
|
|
|
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Form 10-Q of Cineverse Corp. (the “Company”) for the period ended June 30, 2025 as filed with the SEC (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
Date: |
August 14, 2025 |
|
By: |
/s/ Mark Lindsey |
|
|
|
|
Mark Lindsey |
|
|
|
|
Chief Financial Officer |