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8-K - FORM 8-K - Cinedigm Corp.form8-k_1401346.htm

ACCESS INTEGRATED TECHNOLOGIES, INC.
d/b/a CINEDIGM DIGITAL CINEMA CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended March 31, 2008 and 2009
($ in thousands, except for per share data)


9.
SEGMENT INFORMATION

Segment information has been prepared in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.”  The Company is comprised of five reportable segments: Phase I Deployment, Phase II Deployment, Services, Content & Entertainment and Other. The segments were determined based on the products and services provided by each segment and how management reviews and makes decisions regarding segment operations. Performance of the segments is evaluated on income (loss) from operations before interest, taxes, depreciation and amortization.  As a result of the change in the Company’s reportable segments, the Company has restated the segment information for the prior periods.  Future changes to this organization structure may result in changes to the reportable segments disclosed.

The Phase I Deployment and Phase II Deployment segments consist of the following:

Operations of:
 
Products and services provided:
Phase 1 DC
 
Financing vehicles and administrators for the Company’s 3,724 Systems installed nationwide in Phase 1 DC’s deployment to theatrical exhibitors.  The Company retains ownership of the residual cash flows and the Systems after the repayment of all non-recourse debt and at the expiration of exhibitor master license agreements.
Phase 2 DC
 
Financing vehicles and administrators for the Company’s second digital cinema deployment, through Phase 2 DC (the “Phase II Deployment”).  The Company retains no ownership of the residual cash flows and digital cinema equipment after the completion of cost recoupment and at the expiration of the exhibitor master license agreements.

The Services segment consists of the following:

Operations of:
 
Products and services provided:
Digital Cinema Services
 
Provides monitoring, billing, collection, verification and other management services to the Company’s Phase I Deployment, Phase II Deployment as well as to exhibitors who purchase their own equipment. Collects and disburses VPFs from motion picture studios and distributors and ACFs from alternative content providers, movie exhibitors and theatrical exhibitors.
Software
 
Develops and licenses software to the theatrical distribution and exhibition industries, provides ASP Service, and provides software enhancements and consulting services.
DMS
 
Distributes digital content to movie theatres and other venues having digital projection equipment and provides satellite-based broadband video, data and Internet transmission, encryption management services, video network origination and management


 
 

 


   
services and a virtual booking center to outsource the booking and scheduling of satellite and fiber
networks and provides forensic watermark detection services for motion picture studios and forensic
recovery services for content owners.

The Content & Entertainment segment consists of the following:

Operations of:
 
Products and services provided:
USM
 
Provides cinema advertising services and entertainment.
CEG
 
Acquires, distributes and provides the marketing for programs of alternative content and feature films to movie exhibitors.
 
The Other segment consists of the following:

Operations of:
 
Products and services provided:
Pavilion Theatre
 
A nine-screen digital movie theatre and showcase to demonstrate the Company’s integrated digital cinema solutions.
Managed Services
 
Provides information technology consulting services and managed network monitoring services through its global network command center.
Access Digital Server Assets
 
Provides hosting services and provides network access for other web hosting services.

Since May 1, 2007, the Company’s IDCs have been operated by FiberMedia, consisting of unrelated third parties, pursuant to a master collocation agreement.  Although the Company is still the lessee of the IDCs, substantially all of the revenues and expenses were being realized by FiberMedia and not the Company and since May 1, 2008, 100% of the revenues and expenses are being realized by FiberMedia.

Information related to the segments of the Company and its subsidiaries is detailed below:

 
As of March 31, 2008
 
Phase I
Phase II
Services
Content &
Entertainment
Other
Corporate
Consolidated
Total intangible
   assets, net
$—
$—
$586
$12,924
$80
$2
$13,592
Total goodwill
$—
$—
$4,306
$6,133
$4,110
$—
$14,549
Total assets
$291,979
$—
$22,263
$29,563
$12,674
$17,197
$373,676
               
Notes payable, non-recourse
$210,879
$—
$—
$—
$—
$—
$210,879
Notes payable
184
56,624
56,808
Capital leases
5,903
5,903
Total debt
$210,879
$—
$—
$184
$5,903
$56,624
273,590


 
 

 


 
As of March 31, 2009
 
Phase I
Phase II
Services
Content &
Entertainment
Other
Corporate
Consolidated
Total intangible
   assets, net
$527
$—
$156
$10,010
$14
$—
$10,707
Total goodwill
$—
$—
$4,306
$1,568
$2,150
$—
$8,024
Total assets
$250,030
$5,330
$19,911
$21,391
$9,476
$16,259
$322,397
               
Notes payable, non-recourse
$195,448
$—
$—
$—
$—
$—
$195,448
Notes payable
501
35
55,221
55,757
Capital leases
68
5,939
6,007
Total debt
$195,448
$—
$501
$103
$5,939
$55,221
$257,212




Capital
    Expenditures
Phase I
Phase II
Services
Content &
Entertainment
Other
Corporate
Consolidated
For the fiscal
    year ended
    March 31, 2008
$71,255
$—
$3,981
$490
$420
$31
$76,177
For the fiscal
    year ended
    March 31, 2009
$14,074
$3,972
$3,407
$285
$274
$20
$22,032


 
 

 


 
For the Fiscal Year Ended March 31, 2008
 
Phase I
Phase II
Services
Content &
Entertainment
Other
Corporate
Consolidated
Revenues from external customers
$42,441
$—
$8,061
$20,247
$10,235
$—
$80,984
Intersegment revenues
100
313
321
734
Total segment revenues
42,541
$—
8,374
20,247
10,556
$—
81,718
Less: Intersegment revenues
(100)
(313)
(321)
(734)
Total consolidated revenues
$42,441
$—
$8,061
$20,247
$10,235
$—
$80,984
Direct operating (exclusive of depreciation and amortization shown below)
790
5,674
12,335
7,770
26,569
Selling, general and administrative
2,149
3,559
9,202
819
7,441
23,170
Provision for doubtful accounts
302
154
810
130
1,396
Research and development
162
162
Stock-based compensation
66
152
65
48
122
453
Impairment of intangible asset
1,588
1,588
Depreciation and amortization of property and equipment
24,286
2,458
1,206
1,267
68
29,285
Amortization of intangible assets
690
3,508
88
4
4,290
Total operating expenses
27,593
12,849
28,714
10,122
7,635
86,913
Income (loss) from operations
$14,848
$—
$(4,788)
$(8,467)
$113
$(7,635)
$(5,929)


 
 

 


 
For the Fiscal Year Ended March 31, 2009
 
Phase I
Phase II
Services
Content &
Entertainment
Other
Corporate
Consolidated
Revenues from external customers
$48,746
$158
$7,228
$17,172
$9,710
$—
$83,014
Intersegment revenues
13
696
75
403
1,187
Total segment revenues
48,759
158
7,924
17,247
10,113
$—
84,201
Less :Intersegment revenues
(13)
(696)
(75)
(403)
(1,187)
Total consolidated revenues
$48,746
$158
$7,228
$17,172
$9,710
$—
$83,014
Direct operating (exclusive of depreciation and amortization shown below)
935
48
4,808
12,062
7,818
25,671
Selling, general and administrative
952
638
2,136
6,426
897
7,021
18,070
Provision for doubtful accounts
(150)
220
447
70
587
Research and development
188
188
Stock-based compensation
82
159
98
(25)
631
945
Impairment of goodwill
4,565
1,960
6,525
Depreciation and amortization of property and equipment
28,540
87
1,800
1,021
1,019
64
32,531
Amortization of intangible assets
23
430
2,914
66
1
3,434
Total operating expenses
30,382
773
9,741
27,533
11,805
7,717
87,951
Income (loss) from operations
$18,364
$(615)
$(2,513)
$(10,361)
$(2,095)
$(7,717)
$(4,937)