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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)
|