Cineverse Corp. quarterly report, Q3 FY2021

Cinedigm Corp. 10-Q Summary

Business context and reporting period

Cinedigm Corp. reported its unaudited fiscal third quarter and nine months ended December 31, 2020. Its two segments are Cinema Equipment, which services digital cinema systems and earns fees tied partly to theatrical releases, and Content & Entertainment, which distributes content and operates digital and OTT channels.

Financial performance and liquidity

MetricThree months ended Dec. 31, 2020Three months ended Dec. 31, 2019Nine months ended Dec. 31, 2020Nine months ended Dec. 31, 2019
Revenue$10.0 million$11.5 million$23.2 million$31.6 million
Operating income (loss)$(1.3) million$0.6 million$(9.0) million$(3.2) million
Net loss$(9.7) million$(2.2) million$(56.1) million$(10.3) million
Adjusted EBITDA, non-GAAP$0.9 million$2.7 million$(0.4) million$4.7 million
Operating cash flowNot provided for quarterNot provided for quarter$(16.8) million$5.3 million

Quarterly operating margin was approximately negative 12.9%, versus positive 5.3% a year earlier; nine-month operating margin was approximately negative 38.7%, versus negative 10.1%. Gross margin is not presented as a single consolidated metric in the filing.

  • Quarterly revenue declined 14%; nine-month revenue declined 27%. Cinema Equipment revenue fell 71% for the quarter and 80% year to date. Content & Entertainment revenue grew 8% and 1%, respectively.
  • The nine-month net loss included a $42.4 million fair-value loss on the Starrise investment; the comparable 2019 period had no such loss. The quarterly Starrise loss was $6.8 million. The investment’s reported value fell to $7.6 million at December 31, 2020 from $23.4 million at March 31, 2020.
  • At December 31, cash and cash equivalents were $26.2 million, with another $1.0 million restricted. Current assets were $62.0 million and current liabilities $78.6 million, resulting in negative working capital of $16.6 million. Accumulated deficit was $467.2 million.
  • Notes payable, net, totaled $25.2 million: $11.9 million of non-recourse debt and $13.3 million of recourse debt. The East West Bank facility had $5.1 million outstanding and $4.0 million available under its borrowing base. The Prospect Loan balance was approximately $11.9 million.
  • Financing activities provided $28.8 million in the nine months, including $36.2 million from common-stock issuance and $12.8 million of net revolving-credit proceeds, offset in part by $22.4 million of note payments. Cash and restricted cash increased $11.9 million.

Material changes and management commentary

  • Management attributed lower Cinema Equipment revenue to the long-term decline in systems earning virtual print fees and COVID-related theatre closures, delayed studio releases, and reduced theatrical exhibition. The company warned that studios may delay theatrical releases or bypass theatres, eliminating related fees.
  • OTT and digital revenue benefited from five new third-party channels and more advertising partners. Management also cited transition credits from a new DVD distributor as a factor reducing quarterly direct operating costs.
  • Quarterly SG&A rose 79%, primarily due to higher share-based compensation and bonus expense. Nine-month SG&A rose 11%, with higher corporate bonuses and stock compensation partly offset by staffing and occupancy-cost reductions.
  • The company acquired substantially all assets of The Film Detective in December 2020 for $750,000 cash and 2,504,592 shares valued at $1.853 million; contingent earnouts may total up to $1.6 million. The filing also reports a February 2021 acquisition of Screambox in its unregistered-sales disclosure.
  • Common shares outstanding increased from 61.9 million at March 31, 2020 to 154.2 million at December 31, 2020, reflecting equity offerings, the Starrise transaction, debt exchanges, and other issuances.

Outlook, risks, and subsequent events

Management said cash, expected operating cash flows, cost reductions, borrowing extensions or repayments, the Starrise investment, and capital raises should support obligations and operating needs for 12 months from filing. It also cautioned that further capital may be needed and that failure to generate revenue, obtain capital, or control spending could harm liquidity. The filing states that the Prospect Loan matured March 31, 2021 and the East West Bank facility matured June 30, 2021; the company was negotiating extensions. The text does not establish whether those extensions were ultimately completed.

  • After quarter-end, the company raised approximately $6.5 million net through a February 2021 stock offering of 5.6 million shares.
  • After exchanges of Second Lien debt into shares, the company prepaid substantially all remaining Second Lien obligations for approximately $3.18 million on February 9, 2021 and terminated that agreement.
  • The $2.2 million PPP loan bears 1% interest and may be forgiven subject to program requirements; the filing notes it could instead require repayment.
  • COVID-19 impacts, theatrical release timing, seasonality, dependence on capital markets, debt maturities, and the market value of the related-party Starrise investment remain significant uncertainties. Management reported no material changes to previously disclosed risk factors, no legal proceedings, and effective disclosure controls.

Key facts for investors to verify

  • Whether the Prospect Loan and East West Bank facility were extended, repaid, or refinanced after their stated maturities, and the resulting liquidity position.
  • Whether operating cash burn and working capital improved after the reported period, including the effect of vendor payments and future debt service.
  • The extent of further share issuance and dilution, and the terms and use of proceeds from equity financing.
  • The current value and related-party implications of the Starrise investment, and whether OTT growth can offset continued Cinema Equipment weakness.
  • The status of PPP loan forgiveness and any earnout obligations tied to The Film Detective acquisition.