UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):February 14, 2024 |
Cineverse Corp.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-31810 |
22-3720962 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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224 W. 35th St. Suite 500, #947 |
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New York, New York |
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10001 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 212 206-8600 |
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Not Applicable |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE |
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CNVS |
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The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 14, 2024, Cineverse Corp. (the “Company”) issued a press release announcing its financial results for the three and nine months ended December 31, 2023.
A copy of such press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: |
February 14, 2024 |
By: |
/s/ Gary S. Loffredo |
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Name: Title: |
Gary S. Loffredo |
Exhibit 99.1
Cineverse Reports Third Quarter Fiscal Year 2024 Results
Total Revenue of $13.3 Million
Total Direct Operating Margin Increased to 59% from 48%
Selling, General, and Administrative Expenses Decreased By $2.7 Million, or 30%
Adjusted EBITDA of $1.8 Million
LOS ANGELES, February 14, 2024 – Cineverse Corp. (“Cineverse” or the “Company”) (NASDAQ: CNVS), a global streaming technology and entertainment company, today announced its financial results for the fiscal third quarter ended December 31, 2023 (“Q3 FY 2024”).
Q3 FY 2024 Highlights (all comparisons are to the prior year fiscal quarter ended December 31, 2022):
Similar to the reported results for last quarter, the Company’s initiatives to reduce operating costs, optimize our streaming channel portfolio and increase margins continued to have a very positive impact on our financial results. Although revenue, operating profit, and net income decreased due to the impact in last year's third quarter of the runoff of the Company's legacy digital cinema business ($7.2 million in revenue, 84% operating margin) (the "Digital Cinema" impact), last year's theatrical success driven by the horror phenomenon Terrifier 2 ($3.8 million decrease in theatrical revenue) (the "Terrifier 2" impact), and the recognition of losses stemming from the Company's investment in A Metaverse Company (a $3.0 million non-cash loss) (the "Metaverse" impact), direct operating margins improved significantly to 59% and SG&A expenses decreased markedly by 30%. The Company generated positive adjusted EBITDA of $1.8 million in the quarter. Excluding the $3.0 million non-cash Metaverse impact, net income for the quarter was a positive $0.2 million. Importantly, the Company has also secured the rights to Terrifier 3, which is scheduled for Q3 FY 2025 release, is currently filming, and was recently named by USA Today as one of the top ten most highly anticipated horror films of 2024.
1
Operational Developments During the Quarter
2
Operational Developments Subsequent to Quarter-End
Management Commentary
Chris McGurk, Cineverse Chairman and CEO, stated, “Continuing the trend from our last reported quarter, we saw significant margin growth this quarter resulting from our initiatives to streamline our cost structure and optimize our streaming channel portfolio. Direct operating margin increased to 59% versus 48% last year and SG&A expenses decreased by $2.7 million or 30%. This was an additional $0.5 million in SG&A reductions versus our last reported quarter. Fiscal year to date, we have reduced SG&A by $7.9 million or 27%. Additionally, our more than two-dozen enthusiast streaming channels and multiple revenue streams give us the ability to manage our business as a portfolio. This provides us with a unique opportunity to improve our profitability by optimizing our portfolio by eliminating channels that generate lower margin revenues and, instead, focusing resources on higher return channels. Clearly, our cost reduction, channel optimization and other margin improvement efforts are generating significant positive results, and we are far from done in this area as we drive toward our goal of sustainable profitability. In fact, excluding the impact of the non-cash, non-operating loss recognized on our investment in A Metaverse Company, this quarter's net income was $0.2 million.”
McGurk continued, “Cineverse Services in India, where we are in the process of off-shoring a significant number of domestic positions to a trusted and successful Company-owned operation, will continue to drive further reductions in our operating expenses and sustain these improved margins. This is a unique competitive advantage for Cineverse that we intend to take full advantage of. Already, we have transferred and/or identified 29 employment positions that are moving to Cineverse Services. And, in addition to significant additional cost savings as we move toward our goal of an $8 million annualized reduction in costs, we fully expect that workflows and operational efficiencies will continue to improve significantly as a result of this initiative.”
Erick Opeka, President and Chief Strategy Officer of Cineverse, added, “Our efforts on streamlining continue to pay off. At 59%, our direct operating margins signal that our business model of building deep fan bases in popular verticals and providing scale volumes of relevant, library and low-cost first window content is a model that works. As we have nearly fully optimized our margins on the operating side, we continue to focus reducing our SG&A costs to scale up the bottom line. In the quarter, we continued to leverage both automation and our off-shore services hub, and expect to achieve our profitability goals over the next two quarters."
Opeka continued, “With strong direct operating margins, rapidly improving net margins and EBITDA, we have built a model that has the potential to profitably scale. In order to drive topline growth, we will focus on four key areas: leveraging our partnership with Amagi to drive high-margin technology revenues, expanding our distribution of SVOD, AVOD and FAST streaming channels to our vast OEM and tech partner network, expanding licensing our 71,000 title library to those same partners, and growing and driving direct ad sales on our channels and our new ad network. We believe this diversified approach will be the building block for a unique, diversified streaming business with the unique nature of having best-in-class margins and profitability.
3
Finally, the partnership with Google Cloud we just announced for cineSearch, an innovative AI-based streaming movie search platform, underscores the momentum and potential of our technology business. This demonstrates again that Cineverse continues to be at the forefront of the entertainment industry by applying AI technology in a first-to-market, enhanced search feature that enables users to search through a huge volume of films across multiple dimensions and is unavailable on any other platform."
Conference Call
Cineverse will host a conference call at 4:30 p.m. ET (Wednesday, February 14, 2024), during which management will discuss the results of the fiscal third quarter ended December 31, 2023. To participate in the conference call, please use the following dial-in numbers:
United States (Local): +1 404 975 4839
United States (Toll-Free): +1 833 470 1428
Canada (Toll-Free): +1 833 950 0062
Access code: 080162
The conference call can also be accessed by webcast at the Investors section of the Company's website at https://investor.cineverse.com/events-and-presentations. Those who are unable to attend the live conference call may access the recording at the above webcast link, which will be made available shortly after the conclusion of the call.
About Cineverse
Cineverse’s advanced, proprietary technology drives the distribution of over 70,000 premium films, series, and podcasts to more than 150 million unique viewers monthly. From providing a complete streaming solution to some of the world’s most recognizable brands, to super-serving their own network of fan channels, Cineverse is powering the future of Entertainment. For more information, please visit www.cineverse.com. (NASDAQ: CNVS)
Safe Harbor Statement
Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of Cineverse officials during presentations about Cineverse, along with Cineverse's filings with the Securities and Exchange Commission, including Cineverse's registration statements, quarterly reports on Form 10-Q and annual report on Form 10-K, are "forward-looking'' statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act''). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects," "anticipates,'' "intends,'' "plans,'' "could," "might," "believes,'' "seeks," "estimates'' or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings, or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by Cineverse's management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties, and assumptions about Cineverse, its technology, economic and market factors, and the industries in which Cineverse does business, among other things. These statements are not guarantees of future performance, and Cineverse undertakes no specific obligation or intention to update these statements after the date of this release.
For additional information, please contact:
Julie Milstead
424-281-5411
investorrelations@cineverse.com
4
CINEVERSE CORP. |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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(In thousands) |
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As of |
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December 31, |
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March 31, |
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2023 |
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2023 |
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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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$ |
5,539 |
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$ |
7,152 |
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Accounts receivable |
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16,416 |
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20,846 |
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Unbilled revenue |
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2,454 |
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2,036 |
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Employee retention tax credit |
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1,672 |
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2,085 |
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Content advances |
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8,477 |
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3,724 |
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Other current assets |
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1,678 |
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1,734 |
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Total Current Assets |
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36,236 |
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37,577 |
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Equity investment in A Metaverse Company, a related party, at fair value |
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1,276 |
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5,200 |
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Property and equipment, net |
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2,065 |
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1,833 |
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Intangible assets, net |
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18,727 |
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19,868 |
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Goodwill |
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20,824 |
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20,824 |
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Content advances, net of current portion |
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3,153 |
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1,421 |
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Other long-term assets |
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943 |
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1,265 |
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Total Assets |
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$ |
83,224 |
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$ |
87,988 |
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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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$ |
26,987 |
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$ |
34,531 |
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Line of credit, including unamortized debt issuance costs of $69 and $76, respectively |
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4,931 |
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4,924 |
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Current portion of earnout and deferred consideration on purchase of business |
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4,064 |
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5,232 |
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Operating lease liabilities |
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440 |
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418 |
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Current portion of deferred revenue |
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246 |
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226 |
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Total Current Liabilities |
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36,668 |
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45,331 |
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Deferred consideration on purchase, net of current portion |
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2,639 |
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2,647 |
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Operating lease liabilities, net of current portion |
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531 |
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863 |
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Other long-term liabilities |
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59 |
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74 |
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Total Liabilities |
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$ |
39,897 |
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$ |
48,915 |
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Stockholders’ Equity |
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Preferred stock |
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$ |
3,559 |
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$ |
3,559 |
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Common stock |
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192 |
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185 |
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Additional paid-in capital |
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542,482 |
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530,998 |
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Treasury stock, at cost |
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(11,978 |
) |
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(11,608 |
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Accumulated deficit |
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(489,341 |
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(482,395 |
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Accumulated other comprehensive loss |
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(417 |
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(402 |
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Total stockholders’ equity of Cineverse Corp. |
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44,497 |
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40,337 |
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Deficit attributable to noncontrolling interest |
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(1,170 |
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(1,264 |
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Total equity |
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43,327 |
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39,073 |
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Total Liabilities and Equity |
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$ |
83,224 |
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$ |
87,988 |
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5
CINEVERSE CORP. |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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(In thousands, except for per share data) |
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(Unaudited) |
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For the Three Months Ended December 31, |
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For the Nine Months Ended December 31, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenues |
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$ |
13,276 |
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$ |
27,882 |
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$ |
39,268 |
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$ |
55,478 |
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Operating expenses |
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Direct operating |
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5,464 |
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14,411 |
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17,097 |
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29,859 |
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Selling, general and administrative |
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6,373 |
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9,107 |
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21,088 |
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29,016 |
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Depreciation and amortization |
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1,012 |
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924 |
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2,787 |
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2,908 |
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Total operating expenses |
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12,849 |
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24,442 |
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40,972 |
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61,783 |
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Operating income (loss) |
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427 |
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3,440 |
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(1,704 |
) |
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(6,305 |
) |
Interest expense |
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(291 |
) |
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(367 |
) |
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(781 |
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(880 |
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Loss from investment in Metaverse, a related party |
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(3,043 |
) |
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— |
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(3,761 |
) |
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(1,828 |
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Employee retention tax credit |
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— |
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2,025 |
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— |
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2,475 |
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Other income (expenses), net |
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147 |
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(76 |
) |
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(331 |
) |
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(82 |
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Net (loss) income before income taxes |
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(2,760 |
) |
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5,022 |
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(6,577 |
) |
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(6,620 |
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Income tax benefit (expense) expense |
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24 |
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— |
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(12 |
) |
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— |
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Net (loss) income |
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(2,736 |
) |
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5,022 |
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(6,589 |
) |
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(6,620 |
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Net income attributable to noncontrolling interest |
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(41 |
) |
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(8 |
) |
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(94 |
) |
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(35 |
) |
Net (loss) income attributable to controlling interests |
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(2,777 |
) |
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5,014 |
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(6,683 |
) |
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(6,655 |
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Preferred stock dividends |
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(87 |
) |
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(88 |
) |
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(263 |
) |
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(264 |
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Net (loss) income attributable to common stockholders |
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$ |
(2,864 |
) |
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$ |
4,926 |
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$ |
(6,946 |
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$ |
(6,919 |
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Net (loss) income per share attributable to common stockholders: |
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Basic |
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$ |
(0.22 |
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$ |
0.55 |
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$ |
(0.59 |
) |
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$ |
(0.78 |
) |
Diluted |
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$ |
(0.22 |
) |
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$ |
0.55 |
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$ |
(0.59 |
) |
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$ |
(0.78 |
) |
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Weighted average shares of common stock outstanding: |
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Basic |
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12,828 |
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8,945 |
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11,678 |
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8,854 |
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Diluted |
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12,828 |
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8,945 |
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11,678 |
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8,854 |
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6
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.
We believe that Adjusted EBITDA is a performance measure and not a liquidity measure, and therefore a reconciliation between net income (loss) from 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 consolidated financial statements prepared in accordance with GAAP.
Following is the reconciliation of our consolidated net (loss) income to Adjusted EBITDA (in thousands):
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For the Three Months Ended December 31, |
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For the Nine Months Ended December 31, |
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2023 |
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2022 |
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2023 |
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2022 |
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(Unaudited) |
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(Unaudited) |
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Net (loss) income |
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$ |
(2,736 |
) |
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$ |
5,022 |
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$ |
(6,589 |
) |
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$ |
(6,620 |
) |
Add Backs: |
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Income tax (benefit) expense |
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(24 |
) |
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— |
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12 |
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— |
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Depreciation and amortization |
|
|
1,012 |
|
|
|
924 |
|
|
|
2,787 |
|
|
|
2,908 |
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Interest expense |
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|
291 |
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|
367 |
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|
781 |
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|
880 |
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Stock-based compensation |
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183 |
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|
658 |
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|
1,092 |
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|
3,855 |
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Loss from equity investment in Metaverse, a related party |
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3,043 |
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|
|
— |
|
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|
3,761 |
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|
1,828 |
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Employee retention tax credit |
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|
— |
|
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(2,025 |
) |
|
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— |
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(2,475 |
) |
Provision for doubtful accounts |
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— |
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7 |
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— |
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54 |
|
Other (income) expense, net |
|
|
(147 |
) |
|
|
76 |
|
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|
2 |
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|
82 |
|
Net income attributable to noncontrolling interest |
|
|
(41 |
) |
|
|
(8 |
) |
|
|
(94 |
) |
|
|
(35 |
) |
Transition-related costs |
|
|
259 |
|
|
|
15 |
|
|
|
1,094 |
|
|
|
371 |
|
Mergers and acquisitions costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
207 |
|
Adjusted EBITDA |
|
$ |
1,840 |
|
|
$ |
5,035 |
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|
$ |
2,846 |
|
|
$ |
1,056 |
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7